exv4w1






Exhibit 4.1




Composite          




AMENDED AND RESTATED SENIOR SECURED SUPERPRIORITY

DEBTOR-IN-POSSESSION CREDIT AGREEMENT,




dated as of February 20, 2009,




among




GREEKTOWN HOLDINGS, L.L.C.




and




GREEKTOWN HOLDINGS II, INC.,

each as a Borrower, a Debtor and a Debtor-In-Possession,




GREEKTOWN CASINO, L.L.C., TRAPPERS GC PARTNER, L.L.C., CONTRACT



BUILDERS CORPORATION and REALTY EQUITY COMPANY, INC.,

each as a Subsidiary Guarantor, a Debtor and a Debtor-In-Possession,




VARIOUS FINANCIAL INSTITUTIONS,

as the Lenders,




MERRILL LYNCH CAPITAL CORPORATION,

as the Administrative Agent,




WACHOVIA BANK, NATIONAL ASSOCIATION,

as the Issuer,




MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as the Lead Arranger,




and




MERRILL LYNCH CAPITAL CORPORATION,

as a Co-Manager,




and




WELLS FARGO FOOTHILL, INC.,

as a Co-Manager.




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	4	 
	SECTION 1.1 Defined Terms
	 	 	4	 
	SECTION 1.2 Use of Defined Terms
	 	 	45	 
	SECTION 1.3 Cross-References
	 	 	45	 
	SECTION 1.4 Accounting and Financial Determinations
	 	 	45	 
	ARTICLE II COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, AND LETTERS OF
CREDIT
	 	 	45	 
	SECTION 2.1 Commitments
	 	 	46	 
	SECTION 2.1.1 Delayed Draw Term Loans and Delayed Draw Term Loan Commitments
	 	 	46	 
	SECTION 2.1.2 Revolving Loans and Revolving Loan Commitments
	 	 	47	 
	SECTION 2.1.3 Letter of Credit Commitment
	 	 	48	 
	SECTION 2.1.4 Lenders Not Permitted or Required to Make Loans
	 	 	48	 
	SECTION 2.1.5 Issuer Not Permitted or Required to Issue Letters of Credit
	 	 	49	 
	SECTION 2.1.6 Reduction of the Commitments
	 	 	49	 
	SECTION 2.1.7 Termination of Commitments
	 	 	49	 
	SECTION 2.2 Use of Available Cash and Cash Collateral
	 	 	49	 
	SECTION 2.3 Borrowing Procedure
	 	 	50	 
	SECTION 2.3.1 Borrowing Procedure
	 	 	50	 
	SECTION 2.3.2 Delayed Draw Term Loans
	 	 	50	 
	SECTION 2.3.3 Revolving Loans
	 	 	51	 
	SECTION 2.4 Continuation and Conversion Elections
	 	 	51	 
	SECTION 2.5 Funding
	 	 	51	 
	SECTION 2.6 Letter of Credit Issuance Procedures
	 	 	52	 
	SECTION 2.6.1 Other Lenders’ Participation
	 	 	52	 
	SECTION 2.6.2 Letter of Credit Disbursements
	 	 	53	 
	SECTION 2.6.3 Reimbursement
	 	 	53	 
	SECTION 2.6.4 Deemed Letter of Credit Disbursements
	 	 	54	 
	SECTION 2.6.5 Nature of Letter of Credit Reimbursement Obligations
	 	 	54	 






-i-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 2.7 Register
	 	 	55	 
	SECTION 2.8 Source of Funds
	 	 	56	 
	SECTION 2.9 Superpriority Nature of Obligations and Loans
	 	 	57	 
	SECTION 2.10 No Discharge; Survival of Claims
	 	 	57	 
	SECTION 2.11 Waiver of any Priming Rights
	 	 	57	 
	ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
	 	 	58	 
	SECTION 3.1 Repayments and Prepayments; Application
	 	 	58	 
	SECTION 3.1.1 Repayments and Prepayments
	 	 	58	 
	SECTION 3.1.2 Application
	 	 	59	 
	SECTION 3.1.3 Cash Collateral Account
	 	 	60	 
	SECTION 3.2 Interest Provisions
	 	 	60	 
	SECTION 3.2.1 Rates
	 	 	60	 
	SECTION 3.2.2 Post-Default Rates
	 	 	60	 
	SECTION 3.2.3 Payment Dates
	 	 	61	 
	SECTION 3.2.4 Interest Paid In Kind
	 	 	61	 
	SECTION 3.3 Fees
	 	 	61	 
	SECTION 3.3.1 Commitment Fee
	 	 	61	 
	SECTION 3.3.2 Amendment Fees
	 	 	62	 
	SECTION 3.3.3 Arranger’s Fees
	 	 	62	 
	SECTION 3.3.4 Exit Fees
	 	 	62	 
	SECTION 3.3.5 Letter of Credit Fee
	 	 	62	 
	SECTION 3.3.6 Fronting Fee
	 	 	62	 
	ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS
	 	 	62	 
	SECTION 4.1 LIBO Rate Lending Unlawful
	 	 	62	 
	SECTION 4.2 Deposits Unavailable
	 	 	63	 
	SECTION 4.3 Increased LIBO Rate Loan Costs, etc
	 	 	63	 
	SECTION 4.4 Funding Losses
	 	 	64	 
	SECTION 4.5 Increased Capital Costs
	 	 	64	 
	SECTION 4.6 Lender’s Tax
	 	 	65	 
	SECTION 4.7 Payments, Computations, etc
	 	 	66	 






-ii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 4.8 Sharing of Payments
	 	 	67	 
	SECTION 4.9 Setoff
	 	 	68	 
	SECTION 4.10 Mitigation
	 	 	68	 
	SECTION 4.11 Replacement of Lenders
	 	 	68	 
	SECTION 4.12 Replacement of Issuer
	 	 	72	 
	ARTICLE V FUNDING
	 	 	73	 
	SECTION 5.1 Project Status
	 	 	73	 
	SECTION 5.2 Advances; Availability; Amount of Advances
	 	 	73	 
	SECTION 5.2.1 Availability
	 	 	73	 
	SECTION 5.2.2 Advances for Direct Costs
	 	 	73	 
	SECTION 5.2.3 Advances for Indirect Costs
	 	 	73	 
	SECTION 5.2.4 Advances for Unincorporated Materials
	 	 	73	 
	SECTION 5.3 Mechanics for Obtaining Advances
	 	 	74	 
	SECTION 5.3.1 Advance Request to Be Submitted to Administrative Agent
	 	 	74	 
	SECTION 5.3.2 Procedures of Advances
	 	 	75	 
	SECTION 5.4 No Approval of Work
	 	 	75	 
	ARTICLE VI CONDITIONS TO CREDIT EXTENSIONS; EFFECTIVENESS
	 	 	76	 
	SECTION 6.1 Initial Conditions Precedent to the Additional DIP Facility
	 	 	76	 
	SECTION 6.1.1 Cases
	 	 	76	 
	SECTION 6.1.2 First Day Orders
	 	 	76	 
	SECTION 6.1.3 Interim Order; Construction Order
	 	 	76	 
	SECTION 6.1.4 Delivery of Budget
	 	 	76	 
	SECTION 6.1.5 Restructuring Advisor
	 	 	76	 
	SECTION 6.1.6 Borrowers’ Construction Advisor
	 	 	76	 
	SECTION 6.1.7 Approval by MGCB; Effectiveness of Licenses
	 	 	76	 
	SECTION 6.1.8 Taxes and Liens Paid
	 	 	77	 
	SECTION 6.1.9 Operative Documents
	 	 	77	 
	SECTION 6.1.10 Authority of Greektown Holdings and its Subsidiaries
	 	 	77	 






-iii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 6.1.11 Incumbency of Greektown Holdings and its Subsidiaries
	 	 	77	 
	SECTION 6.1.12 Corporate Proceedings
	 	 	77	 
	SECTION 6.1.13 No Violation of Certain Regulations
	 	 	78	 
	SECTION 6.1.14 Fees
	 	 	78	 
	SECTION 6.1.15 Delivery of Loan Documents by the Borrowers
	 	 	78	 
	SECTION 6.1.16 Insurance Polices
	 	 	78	 
	SECTION 6.1.17 Satisfactory Form and Substance
	 	 	78	 
	SECTION 6.1.18 Ownership of Greektown Holdings
	 	 	78	 
	SECTION 6.1.19 Other Documents
	 	 	79	 
	SECTION 6.1.20 Management Consultant
	 	 	79	 
	SECTION 6.1.21 Board of Managers
	 	 	79	 
	SECTION 6.1.22 Consolidated EBITDAR
	 	 	79	 
	SECTION 6.2 Conditions Precedent to All Loans and Letters of Credit
	 	 	79	 
	SECTION 6.2.1 Representations and Warranties
	 	 	79	 
	SECTION 6.2.2 No Events of Default or Material Adverse Effect
	 	 	80	 
	SECTION 6.2.3 Borrowing Request
	 	 	80	 
	SECTION 6.2.4 Additional Documents
	 	 	80	 
	SECTION 6.2.5 Certificate of Suitability
	 	 	80	 
	SECTION 6.2.6 Fees and Expenses
	 	 	81	 
	SECTION 6.2.7 No Restriction
	 	 	81	 
	SECTION 6.2.8 Permits
	 	 	81	 
	SECTION 6.2.9 Satisfactory Form and Substance
	 	 	81	 
	SECTION 6.2.10 Searches
	 	 	81	 
	SECTION 6.2.11 Delayed Draw Term Loan Advances
	 	 	81	 
	SECTION 6.2.12 Other Documents
	 	 	82	 
	SECTION 6.2.13 Additional DIP Milestones
	 	 	82	 
	SECTION 6.3 Credit Extensions Following the Interim Order
	 	 	82	 
	SECTION 6.4 Construction Advances
	 	 	82	 
	SECTION 6.4.1 Plans and Specifications
	 	 	82	 






-iv-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 6.4.2 Utility Availability
	 	 	82	 
	SECTION 6.4.3 Construction Consultant’s Certificates and Report
	 	 	82	 
	SECTION 6.4.4 Budget; Construction Component of the Budget
	 	 	83	 
	SECTION 6.4.5 Construction Schedule
	 	 	83	 
	SECTION 6.4.6 Certificate from each Architect of Record
	 	 	83	 
	SECTION 6.4.7 Insurance
	 	 	83	 
	SECTION 6.4.8 Construction Consultant’s Advance Certificate
	 	 	83	 
	SECTION 6.4.9 Lien Releases
	 	 	83	 
	SECTION 6.4.10 In Balance Requirement
	 	 	84	 
	SECTION 6.4.11 No Waiver or Estoppel
	 	 	84	 
	SECTION 6.4.12 Confirmation of Jenkins Skanska
	 	 	85	 
	ARTICLE VII REPRESENTATIONS AND WARRANTIES
	 	 	85	 
	SECTION 7.1 Organization, etc
	 	 	85	 
	SECTION 7.2 Due Authorization, Non-Contravention, etc
	 	 	85	 
	SECTION 7.3 Government Approval, Regulation, etc
	 	 	86	 
	SECTION 7.4 Validity, etc
	 	 	86	 
	SECTION 7.5 Budget
	 	 	86	 
	SECTION 7.6 Financial Information
	 	 	86	 
	SECTION 7.7 No Material Adverse Effect
	 	 	87	 
	SECTION 7.8 Litigation, Labor Controversies, etc
	 	 	87	 
	SECTION 7.9 Ownership of Properties
	 	 	87	 
	SECTION 7.10 Taxes
	 	 	87	 
	SECTION 7.11 Pension and Welfare Plans
	 	 	88	 
	SECTION 7.12 Permits
	 	 	88	 
	SECTION 7.13 Reorganization Matters
	 	 	88	 
	SECTION 7.14 Environmental Warranties
	 	 	89	 
	SECTION 7.15 Intellectual Property
	 	 	91	 
	SECTION 7.16 Regulations U and X
	 	 	91	 
	SECTION 7.17 Accuracy of Information
	 	 	91	 
	SECTION 7.18 Existing Defaults
	 	 	91	 






-v-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 7.19 Contingent Liabilities
	 	 	91	 
	SECTION 7.20 Business, Debt, Contracts, etc
	 	 	92	 
	SECTION 7.21 Jenkins Skanska Contract; Contracts
	 	 	92	 
	SECTION 7.22 Utilities
	 	 	92	 
	SECTION 7.23 Construction Documents
	 	 	92	 
	SECTION 7.24 Satisfaction to Construction Document Conditions
	 	 	92	 
	SECTION 7.25 Construction Component of the Budget
	 	 	93	 
	SECTION 7.26 Milestone Schedule and Construction Schedule
	 	 	93	 
	SECTION 7.27 Performance of Construction
	 	 	93	 
	SECTION 7.28 Fees and Enforcement
	 	 	93	 
	SECTION 7.29 ERISA Compliance
	 	 	93	 
	SECTION 7.30 Labor Disputes; Acts of God; Casualty and Condemnation
	 	 	93	 
	SECTION 7.31 Liens
	 	 	94	 
	SECTION 7.32 Offices; Location of Collateral
	 	 	94	 
	SECTION 7.33 Government Regulation
	 	 	94	 
	SECTION 7.34 No Brokers
	 	 	94	 
	SECTION 7.35 No Building Code Violation
	 	 	94	 
	SECTION 7.36 Subsidiaries
	 	 	95	 
	SECTION 7.37 MGCB Approval
	 	 	95	 
	SECTION 7.38 Prepetition Liens and Security
	 	 	95	 
	SECTION 7.39 No Offsets
	 	 	96	 
	SECTION 7.40 Board of Managers
	 	 	96	 
	ARTICLE VIII COVENANTS
	 	 	96	 
	SECTION 8.1 Affirmative Covenants
	 	 	96	 
	SECTION 8.1.1 Financial Information, Reports, Notices, etc
	 	 	96	 
	SECTION 8.1.2 Compliance with Laws, etc
	 	 	100	 
	SECTION 8.1.3 Budget and Variance, as Modified or Approved by Agent
	 	 	101	 
	SECTION 8.1.4 Business Plan
	 	 	102	 
	SECTION 8.1.5 Carve-Out
	 	 	102	 






-vi-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 8.1.6 Company Exit Milestones
	 	 	103	 
	SECTION 8.1.7 Continued Effectiveness of Licenses
	 	 	104	 
	SECTION 8.1.8 Maintenance of Properties; Operation; Reserves
	 	 	104	 
	SECTION 8.1.9 Insurance
	 	 	104	 
	SECTION 8.1.10 Books and Records
	 	 	104	 
	SECTION 8.1.11 Environmental
	 	 	105	 
	SECTION 8.1.12 Additional Collateral
	 	 	105	 
	SECTION 8.1.13 Use of Proceeds
	 	 	106	 
	SECTION 8.1.14 Repayment of Indebtedness
	 	 	106	 
	SECTION 8.1.15 Compliance with Legal Requirements
	 	 	106	 
	SECTION 8.1.16 Security Interest in Newly Acquired Property
	 	 	107	 
	SECTION 8.1.17 Proper Legal Forms
	 	 	107	 
	SECTION 8.1.18 Preserving the DIP Collateral; Further Assurances
	 	 	107	 
	SECTION 8.1.19 Application of Insurance and Condemnation Proceeds
	 	 	108	 
	SECTION 8.1.20 Compliance with Project Documents
	 	 	108	 
	SECTION 8.1.21 Accountant’s Engagement Letter
	 	 	108	 
	SECTION 8.1.22 Available Cash
	 	 	109	 
	SECTION 8.1.23 Estoppel Certificates
	 	 	109	 
	SECTION 8.1.24 Cash Management
	 	 	109	 
	SECTION 8.1.25 In Balance
	 	 	109	 
	SECTION 8.1.26 Final Plans and Specifications
	 	 	109	 
	SECTION 8.1.27 Construction Consultant
	 	 	109	 
	SECTION 8.1.28 Compliance with Construction Documents
	 	 	110	 
	SECTION 8.1.29 Reorganization Matters
	 	 	110	 
	SECTION 8.1.30 Restructuring Advisor
	 	 	110	 
	SECTION 8.1.31 Preservation of Corporate Existence; Restrictions
	 	 	110	 
	SECTION 8.1.32 Sharing of Information
	 	 	111	 
	SECTION 8.1.33 Certificate of Occupancy
	 	 	111	 
	SECTION 8.1.34 Diligent Construction of the Project
	 	 	111	 






-vii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 8.1.35 Management Consultant and Chief Executive Officer
	 	 	111	 
	SECTION 8.1.36 Notices of Meetings
	 	 	111	 
	SECTION 8.1.37 Board of Managers
	 	 	111	 
	SECTION 8.1.38 Additional DIP Milestones
	 	 	112	 
	SECTION 8.2 Negative Covenants
	 	 	113	 
	SECTION 8.2.1 Business Activities
	 	 	113	 
	SECTION 8.2.2 Indebtedness
	 	 	114	 
	SECTION 8.2.3 Liens
	 	 	114	 
	SECTION 8.2.4 Consolidated EBITDAR; Minimum Liquidity
	 	 	114	 
	SECTION 8.2.5 Investments
	 	 	115	 
	SECTION 8.2.6 Restricted Payments, etc
	 	 	116	 
	SECTION 8.2.7 Capital Expenditures, etc
	 	 	116	 
	SECTION 8.2.8 Rental Obligations
	 	 	116	 
	SECTION 8.2.9 Contracts; Take or Pay Contracts
	 	 	117	 
	SECTION 8.2.10 Management Agreement and Management Services Agreement
	 	 	117	 
	SECTION 8.2.11 Consolidation, Merger, etc
	 	 	117	 
	SECTION 8.2.12 Restrictions on Dispositions
	 	 	117	 
	SECTION 8.2.13 Modification of Project Documents and Certain Agreements
	 	 	118	 
	SECTION 8.2.14 Transactions with Affiliates
	 	 	118	 
	SECTION 8.2.15 Negative Pledges, Restrictive Agreements, etc
	 	 	119	 
	SECTION 8.2.16 Sale and Leaseback
	 	 	119	 
	SECTION 8.2.17 Capital Stock
	 	 	119	 
	SECTION 8.2.18 Hazardous Substances
	 	 	119	 
	SECTION 8.2.19 No Other Powers of Attorney
	 	 	119	 
	SECTION 8.2.20 Creation of Subsidiaries
	 	 	119	 
	SECTION 8.2.21 [Intentionally Omitted]
	 	 	119	 
	SECTION 8.2.22 Modification of MGCB Approval
	 	 	120	 






-viii-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 8.2.23 Modification of Senior Notes or the Senior Notes Trust
Indenture
	 	 	120	 
	SECTION 8.2.24 Chapter 11 Claims
	 	 	120	 
	SECTION 8.2.25 Orders
	 	 	120	 
	SECTION 8.2.26 Scope Changes
	 	 	120	 
	SECTION 8.2.27 Amendment of Construction Component of the Budget
	 	 	121	 
	SECTION 8.2.28 Amendment of Milestone Schedule, Construction Schedule,
Contract Time and Guaranteed Maximum Price
	 	 	121	 
	SECTION 8.2.29 Construction Documents
	 	 	121	 
	SECTION 8.2.30 Unallocated Contingency
	 	 	122	 
	SECTION 8.2.31 No Changes in Fiscal Year
	 	 	122	 
	SECTION 8.2.32 Lien Releases
	 	 	122	 
	ARTICLE IX EVENTS OF DEFAULT
	 	 	122	 
	SECTION 9.1 Listing of Events of Default
	 	 	122	 
	SECTION 9.1.1 Non-Payment of Obligations
	 	 	122	 
	SECTION 9.1.2 Breach of Warranty
	 	 	123	 
	SECTION 9.1.3 Non-Performance of Certain Covenants and Obligations
	 	 	123	 
	SECTION 9.1.4 Non-Performance of Other Covenants and Obligations
	 	 	123	 
	SECTION 9.1.5 Default on Other Indebtedness
	 	 	123	 
	SECTION 9.1.6 Judgments
	 	 	123	 
	SECTION 9.1.7 Pension Plans
	 	 	124	 
	SECTION 9.1.8 Change of Control
	 	 	124	 
	SECTION 9.1.9 Bankruptcy Matters
	 	 	124	 
	SECTION 9.1.10 Impairment of DIP Collateral, etc
	 	 	125	 
	SECTION 9.1.11 Breach of Project Documents
	 	 	126	 
	SECTION 9.1.12 Termination or Invalidity of Project Documents; Abandonment
of Temporary Casino
	 	 	126	 
	SECTION 9.1.13 Government Authorizations
	 	 	127	 






-ix-









 






TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 9.1.14 Gaming License; Liquor License
	 	 	127	 
	SECTION 9.1.15 Material Adverse Effect
	 	 	128	 
	SECTION 9.1.16 Matters Relating to the Tribe
	 	 	128	 
	SECTION 9.1.17 Breach of Approvals by the MGCB
	 	 	128	 
	SECTION 9.1.18 Application of Conservator Provisions under Michigan Gaming Law 
	 	 	128	 
	SECTION 9.1.19 Forced Sale
	 	 	128	 
	SECTION 9.1.20 Failure to Retain Restructuring Advisor
	 	 	128	 
	SECTION 9.1.21 Matters Relating to the Authority
	 	 	128	 
	SECTION 9.1.22 Matters Relating to Kewadin
	 	 	129	 
	SECTION 9.1.23 Matters Relating to Monroe
	 	 	129	 
	SECTION 9.2 Action if Event of Default
	 	 	129	 
	SECTION 9.3 Development Agreement Matters
	 	 	132	 
	ARTICLE X THE ADMINISTRATIVE AGENT
	 	 	133	 
	SECTION 10.1 Designation of Administrative Agent
	 	 	133	 
	SECTION 10.2 Funding Reliance, etc
	 	 	134	 
	SECTION 10.3 Exculpation
	 	 	134	 
	SECTION 10.4 Successors
	 	 	135	 
	SECTION 10.5 Loans by the Administrative Agent
	 	 	136	 
	SECTION 10.6 Credit Decisions
	 	 	136	 
	SECTION 10.7 Copies, etc
	 	 	136	 
	SECTION 10.8 Consultants and Reports
	 	 	136	 
	SECTION 10.9 The Lead Arranger and the Co-Managers
	 	 	137	 
	ARTICLE XI DIP COLLATERAL
	 	 	137	 
	SECTION 11.1 Grant of Liens; Collateral
	 	 	137	 
	SECTION 11.2 No Filings Required
	 	 	138	 
	SECTION 11.3 Adequate Protection
	 	 	138	 
	ARTICLE XII GUARANTY
	 	 	138	 
	SECTION 12.1 Guaranty
	 	 	139	 
	SECTION 12.2 Guaranty Unconditional
	 	 	139	 






-x-









 






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(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 12.3 Discharge Only upon Payment in Full; Reinstatement in Certain
Circumstances
	 	 	140	 
	SECTION 12.4 Subrogation
	 	 	140	 
	SECTION 12.5 Waivers
	 	 	140	 
	SECTION 12.6 Limit on Recovery
	 	 	141	 
	SECTION 12.7 Acceleration of Guaranty
	 	 	141	 
	SECTION 12.8 Benefit to Subsidiary Guarantors
	 	 	141	 
	SECTION 12.9 Subsidiary Guarantor Covenants
	 	 	141	 
	ARTICLE XIII MISCELLANEOUS PROVISIONS
	 	 	141	 
	SECTION 13.1 Waivers, Amendments, etc
	 	 	141	 
	SECTION 13.2 Notices
	 	 	143	 
	SECTION 13.3 Payment of Costs and Expenses
	 	 	143	 
	SECTION 13.4 Indemnification
	 	 	144	 
	SECTION 13.5 Survival
	 	 	145	 
	SECTION 13.6 Severability
	 	 	145	 
	SECTION 13.7 Headings
	 	 	145	 
	SECTION 13.8 Execution in Counterparts, Effectiveness, etc
	 	 	146	 
	SECTION 13.9 Governing Law; Entire Agreement
	 	 	146	 
	SECTION 13.10 Successors and Assigns
	 	 	146	 
	SECTION 13.11 Sale and Transfer of Loans; Participations in Loans
	 	 	146	 
	SECTION 13.11.1 Assignments
	 	 	146	 
	SECTION 13.11.2 Participations
	 	 	148	 
	SECTION 13.12 Other Transactions
	 	 	149	 
	SECTION 13.13 Execution by Authorized Representative
	 	 	149	 
	SECTION 13.14 Waiver of Jury Trial
	 	 	149	 
	SECTION 13.15 Maximum Rate of Interest
	 	 	150	 
	SECTION 13.16 Time of Essence
	 	 	150	 
	SECTION 13.17 Consent or Approval of the Administrative Agent and the Lenders
	 	 	150	 
	SECTION 13.18 No Third Party Beneficiary
	 	 	151	 
	SECTION 13.19 Cumulative Remedies
	 	 	151	 






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(continued)




	 	 	 	 	 
	 	 	 	Page
	SECTION 13.20 Estoppel Certificates
	 	 	151	 
	SECTION 13.21 Joint and Several Liability of Borrowers and the Subsidiary Guarantors
	 	 	151	 
	SECTION 13.22 USA PATRIOT Act Notice
	 	 	154	 






-xii-









 






	 	 	 	 	 
	SCHEDULE I

	 	-
	 	Disclosure Schedule
	SCHEDULE II

	 	-
	 	Milestone Schedule
	SCHEDULE III

	 	-
	 	Plans and Specifications
	SCHEDULE IV

	 	-
	 	Schedule of Construction Documents
	SCHEDULE V

	 	-
	 	Schedule of Gaming Equipment Purchase Orders
	SCHEDULE VI

	 	-
	 	Schedule of Prepetition Rate Protection Agreements
	 
	 	 	 	 
	EXHIBIT A

	 	-
	 	Form of Interim Order
	EXHIBIT A-1

	 	-
	 	Form of Contractor Order
	EXHIBIT B

	 	-
	 	Budget
	EXHIBIT C

	 	-
	 	Form of Lender Assignment Agreement
	EXHIBIT D

	 	-
	 	Form of Advance Request
	EXHIBIT E

	 	-
	 	Form of Borrowing Request
	EXHIBIT F

	 	-
	 	Form of Letter of Credit Issuance Request
	EXHIBIT G

	 	-
	 	Form of Continuation/Conversion Notice
	EXHIBIT H

	 	-
	 	Tax Certificate
	EXHIBIT I

	 	-
	 	Form of Architect’s Advance Certificate
	EXHIBIT J

	 	-
	 	Form of Construction Consultant’s Advance Certificate
	EXHIBIT K

	 	-
	 	Form of Compliance Certificate
	EXHIBIT L-1

	 	-
	 	Description of the Site
	EXHIBIT L-2

	 	-
	 	Description of the Trappers Alley Parcel
	EXHIBIT L-3

	 	-
	 	Description of the Greektown Parking Garage
	EXHIBIT L-4

	 	-
	 	Description of Operating Company’s Valet Parking Garage
	EXHIBIT L-5

	 	-
	 	Description of Contract Builder’s Surface Parking Lot
	EXHIBIT L-6

	 	-
	 	Description of Realty Equity’s Surface Parking Lot
	EXHIBIT L-7

	 	-
	 	Description of Casino Parcels
	EXHIBIT L-8

	 	-
	 	Description of City Parcel
	EXHIBIT M

	 	-
	 	Form of Cash Collateral Account Agreement







xiii











 





AMENDED AND RESTATED SENIOR SECURED

SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT




     THIS AMENDED AND RESTATED SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT,
dated as of February 20, 2009, among GREEKTOWN HOLDINGS, L.L.C., a Michigan limited liability
company and a debtor and debtor-in-possession under Chapter 11 of 11 U.S.C. §§ 101-1532 (as amended
from time to time, the “Bankruptcy Code”) (“Greektown Holdings”) and GREEKTOWN HOLDINGS II, INC., a
Michigan corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code
(“Greektown Corporation”, together with Greektown Holdings, the “Borrowers” and each, a
“Borrower”), GREEKTOWN CASINO, L.L.C., a Michigan limited liability company and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Operating Company”), TRAPPERS GC
PARTNER, L.L.C., a Michigan limited liability company and a debtor and debtor-in-possession under
Chapter 11 of the Bankruptcy Code (“TGCP”), CONTRACT BUILDERS CORPORATION, a Michigan corporation
and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Contract
Builders”), and REALTY EQUITY COMPANY, INC., a Michigan corporation and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Realty Equity”, and together with
the Operating Company, TGCP and Contract Builders, the “Subsidiary Guarantors” and each, a
“Subsidiary Guarantor”), the various financial institutions as are or may become parties hereto
(collectively, the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association
(the “Issuer”), as the issuer of the Letters of Credit (defined below), MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED (“MLPF&S”), as the lead arranger (in such capacity, the “Lead
Arranger”), WELLS FARGO FOOTHILL, INC. (“Wells Fargo”), as a co-manager (in such capacity, a
“Co-Manager”; together with MLCC, the “Co-Managers”) and MERRILL LYNCH CAPITAL CORPORATION (“MLCC”)
as the administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.



W I T N E S S E T H:




     WHEREAS, on May 29, 2008 (the “Petition Date”), the Borrowers, the Subsidiary Guarantors and
the Other Debtors (each a “Debtor” and collectively, the “Debtors”) each filed a separate voluntary
petition for relief (each a “Case” and collectively, the “Cases”) under Chapter 11 of the
Bankruptcy Code with the United States Bankruptcy Court for the Eastern District of Michigan,
Southern Division (the “Bankruptcy Court”); and



     WHEREAS, the Borrowers, the Subsidiary Guarantors and the Other Debtors are continuing to
operate their respective businesses and manage their respective properties as debtors-in-possession
under Sections 1107 and 1108 of the Bankruptcy Code; and



     WHEREAS, on December 2, 2005, the Borrowers, the lenders party thereto from time to time (the
“Prepetition Lenders”), MLCC, as the administrative agent (the “Prepetition Agent”), KeyBank
National Association, as the existing issuer (the “Prepetition Issuer”), National City Bank of the
Midwest, as the replacement issuer, MLPF&S, as the sole lead arranger, the sole book runner and the
syndication agent, and Wachovia Securities, National City Bank of the Midwest, Wells Fargo Bank,
National Association and Fifth Third Bank, as the co-documentation agents, entered into that
certain Credit Agreement, as amended through the date



 









 







hereof (as amended, the “Prepetition Credit Agreement”; the Prepetition Obligations
thereunder, the “Prepetition Loans” and the collateral securing the Prepetition Loans, the
“Prepetition Collateral”); and



     WHEREAS, on June 9, 2008 (the “Original Closing Date”), the Borrowers, the Subsidiary
Guarantors, the lenders party thereto from time to time (the “Original Lenders”), the
Administrative Agent, Wachovia Bank, National Association, as the issuer, MLPF&S and Wachovia
Capital Markets, LLC, as the co-lead arrangers and the joint book runners, and Wachovia Capital
Markets, LLC, as the syndication agent, entered into that certain Senior Secured Superpriority
Debtor-In-Possession Credit Agreement, as amended through the date hereof (as amended, the
“Original DIP Credit Agreement”); and



     WHEREAS, the Original DIP Credit Agreement provided post-petition financing to the Borrowers
in the form of a senior secured superpriority debtor-in-possession loan facility in the aggregate
principal amount of $150,000,000 (the “Original DIP Facility”; the Obligations thereunder, the
“Original Loans” and the collateral securing the Original DIP Facility, the “Original Collateral”);



     WHEREAS, prior to the Original Closing Date (such term and other capitalized terms being used
herein with the meanings provided in Section 1.1), (x) 50% of the Operating Company
Membership Interests are owned directly by Kewadin Greektown Casino, L.L.C. (“Kewadin”) which, in
turn, is 100% owned by Kewadin Casinos Gaming Authority (the “Authority”) and which, in turn, is
100% owned by the Sault Ste. Marie Tribe of Chippewa Indians (the “Tribe”) and (y) 50% of the
Operating Company Membership Interests are owned directly by Monroe Partners, L.L.C. (“Monroe”),
which, in turn, is 97.1875% owned directly by Kewadin and 2.8125% owned directly by, or subject to
options for the benefit of, other Persons; and



     WHEREAS, on or before December 2, 2005, (x) 50% of the Operating Company Membership Interests
were transferred to Greektown Holdings by Kewadin and (y) 50% of the Operating Company Membership
Interests were transferred to Greektown Holdings by Monroe and, after giving effect to such
transfers, the Operating Company is a wholly-owned Subsidiary of Greektown Holdings; and



     WHEREAS, as of the Original Closing Date, 50% of the Greektown Holdings Membership Interests
are owned directly by each of Kewadin and Monroe; and



     WHEREAS, as of the Original Closing Date, Greektown Corporation is a wholly-owned subsidiary
of Greektown Holdings; and



     WHEREAS, the Operating Company (x) owns the site described in Exhibit L-1 and leases
the Trappers Alley Parcel described in Exhibit L-2 (collectively, the “Site”) from TGCP,
its wholly-owned Subsidiary, which site is bounded by Monroe Avenue, Saint Antoine Street, East
Lafayette Street and Beaubien Street in Detroit, Michigan, (y) operates an approximately 297,859
square foot complex with a 75,000 square foot casino, 9 bars and 3 entertainment facilities (the
“Temporary Casino”) and (z) owns a parking garage (the “Greektown Parking Garage”) described in
Exhibit L-3 (the Site, the Temporary Casino, the Greektown Parking



2









 







Garage and the Easements appurtenant to the Site, the Temporary Casino, and the Greektown
Parking Garage shall be collectively referred to as the “Temporary Casino Complex”); and



     WHEREAS, the Operating Company owns the valet parking garage described in Exhibit L-4
and Contract Builders and Realty Equity, each a wholly-owned Subsidiary of Greektown Holdings, are
the owners of the surface parking lots described in Exhibit L-5 and Exhibit L-6,
respectively (such surface parking lots shall be collectively referred to as the “Surplus
Parcels”); and



     WHEREAS, the Operating Company owns the sites described in Exhibit L-7 (the “Casino
Parcels”) and the site described in Exhibit L-8 (the “City Parcel”; together with the
Casino Parcels, shall be collectively referred to as the “Development Parcels”); and



     WHEREAS, the Borrowers, through one or more Subsidiaries, including the Operating Company, are
constructing the Permanent Casino Complex, including construction of a new parking garage (the
“Parking Garage”), a new hotel (the “Hotel”) adjacent to the Parking Garage, and expansion of the
existing casino (the “Casino Expansion”), as described in the Development Agreement and as more
particularly defined in the Construction Documents (the “Project”) on the Site; and



     WHEREAS, the Borrowers have requested that the Original DIP Facility be increased with an
additional senior secured superpriority debtor-in-possession loan facility in the maximum aggregate
principal amount of $46,000,000 (the “Additional DIP Facility”; the Original DIP Facility as
increased by the Additional DIP Facility, the “DIP Facility”), that the Original Loans be converted
to, and recast as and continue as Delayed Draw Term A Loans and Revolving Loans, as applicable, as
set forth herein and that the Original DIP Credit Agreement be amended and restated in its entirety
to become effective and binding on the Borrowers, the Subsidiary Guarantors, the Lenders and the
Administrative Agent pursuant to the terms of this Agreement, and the Lenders (including the
Original Lenders, as applicable ) have agreed to increase, amend and restate the Original DIP
Credit Agreement in its entirety to read as set forth in this Agreement; and



     WHEREAS, the parties to the Original DIP Credit Agreement have agreed that (a) the commitments
which the Original Lenders have agreed to extend to the Borrowers under the Original DIP Credit
Agreement shall be recast and continued, extended or advanced to the Borrowers upon the amended and
restated terms and conditions contained in this Agreement, (b) the Delayed Draw Term A-1 Loans and
the Delayed Draw Term B-1 Loans, as applicable, and the commitments of the Lenders with respect to
the Delayed Draw Term A-1 Loans and the Delayed Draw Term B-1 Loans, as applicable, shall be
governed by the terms and conditions contained in this Agreement; and



     WHEREAS, it is the intention of the parties to the Original DIP Credit Agreement that the
terms of this Agreement shall supersede the terms of the Original DIP Credit Agreement (each of
which shall hereafter have no further effect upon the parties thereto, other than as referenced
herein and other than for fees and expenses accrued or owing under the terms of the Original DIP
Credit Agreement on or prior to the date hereof, indemnification provisions arising thereunder and
other terms and provisions thereof which expressly survive the expiration or



3









 







earlier termination of the Original DIP Credit Agreement, in each case, to the extent provided
for therein); and



     WHEREAS, the Borrowers desire to obtain Delayed Draw Term A-1 Loan Commitments from the
Delayed Draw Term A-1 Lenders on the Effective Date; and



     WHEREAS, the Delayed Draw Term A-1 Lenders are willing, on the terms and subject to the
conditions hereinafter set forth (including Article VI), to enter into such Delayed Draw
Term A-1 Loan Commitments and make Delayed Draw Term A-1 Loans to the Borrowers; and



     WHEREAS, the Borrowers desire to obtain Delayed Draw Term B-1 Loan Commitments from the
Delayed Draw Term B-1 Lenders on the Effective Date; and



     WHEREAS, the Delayed Draw Term B-1 Lenders are willing, on the terms and subject to the
conditions hereinafter set forth (including Article VI), to enter into such Delayed Draw
Term B-1 Loan Commitments and make Delayed Draw Term B-1 Loans to the Borrowers; and



     WHEREAS, the proceeds of the Delayed Draw Term A Loans will be advanced to the Borrowers which
will be used by the Borrowers to make capital contributions to the Operating Company so that it may
fund construction costs for the Project in accordance with the Construction Component of the
Budget; and1



     WHEREAS, the proceeds of the Revolving Loans, the Delayed Draw Term A-1 Loans and the Delayed
Draw Term B-1 Loans will be advanced to the Borrowers to be used by the Borrowers, inter
alia, to make capital contributions to the Operating Company so that it may fund (i)
construction costs for the Project in accordance with the Construction Component of the Budget and
(ii) operating costs incurred by the Operating Company in accordance with the Operating Component
of the Budget.2



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




     SECTION 1.1 Defined Terms. The following terms (whether or not italicized) when used
in this Agreement, including its preamble and recitals, shall, except where the context otherwise
requires, have the following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):



     “Accounts” means the Cash Collateral Account and any other accounts established by the
Administrative Agent pursuant to this Agreement.



     “Additional DIP Milestones” is defined in Section 8.1.38.





 




			
	1	 	Amended by the Fourth Amendment to DIP Credit
Agreement.
	 
	2	 	Amended by the Fourth Amendment to DIP Credit
Agreement.




4









 










     “Additional DIP Milestone Dates” means the dates set forth in Section 8.1.38
designated as “Dates” that correspond to the Additional DIP Milestones.



     “Additional DIP Facility” is defined in the recitals.



     “Additional Loan Lender” means any Lender which has made a Delayed Draw Term A-1 Loan
Commitment or a Delayed Draw Term B-1 Loan Commitment or holds a Delayed Draw Term A-1 Loan or a
Delayed Draw Term B-1 Loan.



     “Additional Loans” means, collectively, the Delayed Draw Term A-1 Loans and the Delayed Draw
Term B-1 Loans.



     “Administrative Agent” means MLCC, and includes each other Person as shall have subsequently
been appointed as the successor Administrative Agent pursuant to Section 10.4.



     “Advance” means (a) an advance of Delayed Draw Term A Loans or Delayed Draw Term A-1 Loans, as
applicable, for Project Costs in accordance with the Construction Component of the Budget, and (b)
with respect to amounts on deposit in the Cash Collateral Account, a release of funds therefrom, in
each case, made pursuant to Articles II and V of this Agreement.



     “Advance Request” means the Borrowers’ advance request and certificate substantially in the
form of Exhibit D.



     “Affected Lender” is defined in clause (a) of Section 4.11.



     “Affiliate” means, relative to any Person, any other Person which, directly or indirectly,
controls, is controlled by or is under common control with such Person (excluding,
however, any trustee under, or any committee with responsibility for administering, any
Plan). With respect to any Lender, Approved Fund, or Issuer, a Person shall be deemed to be
“controlled by” another Person if such other Person possesses, directly or indirectly, power to
vote 51% or more of the securities (on a fully diluted basis) having ordinary voting power for the
election of directors, managing general partners or managers, as the case may be. With respect to
all other Persons, a Person shall be deemed to be “controlled by” another Person if such other
Person possesses, directly or indirectly, power




     (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors, managing general partners or managers, as the
case may be; or




     (b) to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.



     “Affiliate Transaction” is defined in Section 8.2.14.



     “Agreement” means, on any date, this Amended and Restated Senior Secured Superpriority
Debtor-in-Possession Credit Agreement as in effect on the Effective Date, and as



5









 







thereafter from time to time amended, supplemented, amended and restated, or otherwise
modified.



     “Alternate Base Rate” means, on any date and relative to all Base Rate Loans, a fluctuating
rate of interest per annum (rounded upward, if necessary, to the next highest 1/16
of 1%) equal to the highest of




     (a) the Base Rate in effect on such day;




     (b) the Federal Funds Rate in effect on such day plus 1/2 of 1%; and




     (c) 4.50%.


Changes in the rate of interest on that portion of any Loans maintained as Base Rate Loans will
take effect simultaneously with each change in the Alternate Base Rate. The Administrative Agent
will give notice promptly to the Borrowers and the Lenders of changes in the Alternate Base Rate.




     “Amended Final Order” means, collectively, the order or orders of the Bankruptcy Court entered
in the Borrowers’ and the Subsidiary Guarantors’ Cases after a final hearing under Bankruptcy Rule
4001 which order or orders shall be in form and substance satisfactory to the Administrative Agent,
the Co-Managers and the Borrowers, and (i) shall approve and authorize on a final basis (including
the expiration of all appeals and extension periods) the DIP Facility and related transactions, all
provisions thereof, and the priorities, Liens and claims granted therein, (ii) shall contain the
provisions set forth in the Interim Order, and (iii) shall prohibit the assertion of claims arising
under Section 506(c) of the Bankruptcy Code against the Prepetition Agent, the Prepetition Lenders,
the Administrative Agent, any Lender or the Issuer.



     “Amendment Fee Letter” means the letter agreement, dated as of February 20, 2009, between the
Borrowers and the Administrative Agent, on behalf of the Lenders, as such letter agreement may
thereafter from time to time be amended, supplemented, amended and restated or otherwise modified.



     “Anticipated Earnings” means, at any time, relative to the Accounts, the amount of investment
income which the Borrowers reasonably determine (with the reasonable concurrence of the
Administrative Agent) will be paid on the deposits in each such Account during such time as amounts
are deposited therein, taking into account the current and future anticipated rates of return on
Cash Equivalent Investments in such Accounts and the anticipated times and amounts of draws from
each such Account for the payment of Project Costs.



     “Applicable Base Rate Margin” means on any date, (a) 5.25% per annum in the
case of Delayed Draw Term A-1 Loans or Delayed Draw Term B-1 Loans or (b) 7.25% per
annum in the case of Delayed Draw Term A Loans or Revolving Loans.



     “Applicable LIBO Rate Margin” means on any date, (a) 6.25% per annum in the
case of Delayed Draw Term A-1 Loans or Delayed Draw Term B-1 Loans or (b) 8.25% per
annum in the case of Delayed Draw Term A Loans or Revolving Loans.



6









 





     “Approved Fund” means, relative to any Lender that is a fund that invests in bank loans, any
other fund that invests in bank loans and is advised or managed by the same investment advisor as
such Lender or by an Affiliate of such investment advisor.



     “Architect of Record” means (i) Hnedak Bobo Group with respect to the Hotel and Casino
Expansion and (ii) Rich & Associates, Inc. Parking Consultants with respect to the Parking Garage.



     “Architect’s Advance Certificate” means an Architect of Record’s certificate substantially in
the form of Exhibit I.



     “Architect’s Agreement” means, collectively, the agreements, including all amendments as of
the Effective Date, pursuant to which each Architect of Record has agreed with the Borrowers and/or
the Operating Company to provide services in connection with the Project.



     “Arranger’s Fee Letter” means the letter agreement, dated as of February 20, 2009, between the
Borrowers and the Lead Arranger, as such letter agreement may thereafter from time to time be
amended, supplemented, amended and restated or otherwise modified.



     “Asset Sale” is defined in Section 8.2.12.



     “Assignee Lender” is defined in Section 13.11.1.



     “Authority” is defined in the recitals.



     “Authorized Representative” means, relative to any Person, those of its officers or managers
or managing members (in the case of a limited liability company) whose signatures and incumbency
have been certified in a certificate of such Person delivered to the Administrative Agent.



     “Available Cash” means all of the Borrowers’ and Subsidiary Guarantors’ cash that constitutes
the Prepetition Lenders’ cash collateral (as defined in Bankruptcy Code Section 363(a)) in which
the Prepetition Lenders have a security interest and any other cash and cash collateral.



     “Available Funds” means, from time to time, the sum of (x) the aggregate of the amounts on
deposit in the Cash Collateral Account together with all Anticipated Earnings thereon, plus (y)
prior to the Delayed Draw Term Loan Commitment Termination Date, the aggregate amount of Delayed
Draw Term A Loan Commitments and Delayed Draw Term A-1 Loan Commitments.



     “Bankruptcy Code” is defined in the preamble.



     “Bankruptcy Court” is defined in the recitals.



     “Base Rate” means, at any time, the rate of interest then most recently established by the
Administrative Agent in New York, New York as its base rate for U.S. dollars loaned in the



7









 







United States. The Base Rate is not necessarily intended to be the lowest rate of interest
determined by the Administrative Agent in connection with extensions of credit.



     “Base Rate Loan” means a Loan bearing interest at a fluctuating rate determined by reference
to the Alternate Base Rate.



     “Board of Directors” means, relative to any Person, (x) for so long such Person is a
corporation, the Management Board or Board of Directors, as the case may be (as such terms are
defined in the Organizational Documents of such Person) appointed pursuant to the Organizational
Documents of such Person or (y) on and after such time as such Person is no longer a corporation,
the substantially equivalent governing body of such Person.



     “Board of Managers” means, relative to any Person, (x) for so long such Person is a limited
liability company, the Management Board or Board of Managers, as the case may be (as such terms are
defined in the Organizational Documents of such Person) appointed pursuant to the Organizational
Documents of such Person or (y) on and after such time as such Person is no longer a limited
liability company, the board of directors or substantially equivalent governing body of such
Person.



     “Borrower” is defined in the preamble.



     “Borrowing” means the Loans of the same type and, in the case of LIBO Rate Loans, having the
same Interest Period made by all Lenders required to make such Loans on the same Business Day and
pursuant to the same Borrowing Request or Advance Request in accordance with Section 2.3.



     “Borrowing Request” means a Loan request and certificate duly executed by an Authorized
Representative of each Borrower substantially in the form of Exhibit E hereto.



     “Budget” means a budget comprised of the Construction Component and the Operating Component,
substantially in the form of Exhibit B, prepared on a rolling thirteen (13) week basis,
which sets forth all of the Borrowers’ and Subsidiary Guarantors’ construction expenditures and
cash flow, with such initial Budget covering the period from the Petition Date to and including the
date that ends on the last day of the thirteenth (13th) week thereafter, and deliverable
to the Administrative Agent at the end of each Budget Period with monthly updates pursuant to
Section 8.1.3.



     “Budget Net Cash Flow” is defined in Section 8.1.3(e).



     “Budget Period” means the thirteen (13) week period covered by the Budget that has been
delivered by the Borrowers pursuant to Section 8.1.3.



     “Building Department” means the City’s Building Department.



     “Business Day” means




     (a) any day which is neither a Saturday or Sunday nor a legal holiday on which banks
are authorized or required to be closed in New York, New York; and



8









 






     (b) relative to the making, continuing, prepaying or repaying of any LIBO Rate Loans,
any day described in clause (a) on which dealings in Dollars are carried on in the
London interbank eurodollar market.



     “Business Plan” means a twelve-month business plan of the Borrowers and Operating Company,
which shall include projections (with monthly financial statements and monthly budgeted cash flows
and disbursements) for a twelve-month period beginning January 1, 2009 and ending December 31,
2009.



     “Capital Expenditures” means, for any period, expenditures for fixed or capital assets made
during such period which, in accordance with GAAP, are required to be (x) classified as capital
expenditures and (y) shown as such on the applicable balance sheet, excluding,
however, any such asset acquired in connection with a replacement and maintenance program
that is properly expensed in accordance with GAAP.



     “Capital Stock” means, relative to any Person, any and all shares, interests (including
Membership Interests), participations or other equivalents (however designated, whether voting or
non-voting) of such Person’s capital, whether now outstanding or issued after the Effective Date.



     “Capitalized Lease Liability” means, relative to any Person, any monetary obligation of such
Person under any leasing or similar arrangement which, in accordance with GAAP, is required be
classified as a capitalized lease, and, for purposes of this Agreement and each other Loan
Document, the amount of such obligation shall be the capitalized amount thereof, determined in
accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent
or any other amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a premium or a penalty.



     “Capstone” means Capstone Advisory Group, LLC.



     “Carve-Out” means the (i) unpaid fees of the Clerk of the Bankruptcy Court and the U.S.
Trustee pursuant to 28 U.S.C. § 1930(a) and (ii) the reasonable fees and expenses of professional
Persons (but not any “success fee” or “transaction fee” owed to such Professional) retained by the
Debtors and any official committee appointed in the Cases prior to delivery of a Carve-Out Trigger
Notice, in each case, as reflected in the Budget.



     “Carve-Out Trigger Notice” means a notice delivered by the Administrative Agent to the
Borrowers’ counsel and the lead counsel retained by any official committee appointed in the Cases
following the occurrence of an Event of Default, expressly stating that the Post-Default Carve-Out
has been invoked and referencing the relevant default provision under Article IX hereof.



     “Case” and “Cases” are defined in the recitals.



     “Cash Collateral Account” means, on any date, the Account described in Section 3.1.3
and established by the Borrowers with the Depository for the benefit of the Secured Parties
pursuant to the Cash Collateral Account Agreement.



9









 





     “Cash Collateral Account Agreement” means, on any date, the Cash Collateral and Control
Agreement, substantially in the form of Exhibit M hereto or in such other form agreed upon
by the Borrowers, the Depository and the Administrative Agent, for the benefit of the Secured
Parties, and as thereafter from time to time amended, supplemented, amended and restated or
otherwise modified.



     “Cash Equivalent Investment” means, at any time, (u) United States Dollars, (v) securities
issued or directly and fully guaranteed or insured by the United States or any agency or
instrumentality thereof (provided, however, that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than one (1) month from
the date of acquisition, (w) certificates of deposit and eurodollar time deposits with maturities
of one (1) month or less from the date of acquisition, bankers’ acceptances with maturities not
exceeding one (1) month and overnight bank deposits, in each case with any domestic commercial bank
having capital and surplus in excess of $500 million and a Thompson Bank Watch Rating of “B” or
better, (x) repurchase obligations with a term of not more than thirty (30) days for underlying
securities of the types described in item (v) and (w) entered into with any
financial institution meeting the qualifications specified in item (w), (y) commercial
paper having the highest rating obtainable from Moody’s or S&P and in each case maturing within one
(1) month after the date of acquisition and (z) money market funds substantially all of the assets
of which constitute Cash Equivalent Investments of the kinds described in items (u)-(y) of
this definition.



     “Casino Expansion” is defined in the recitals.



     “Casino Parcels” is defined in the recitals.



     “CERCLA” is defined in clause (a) of the definition of “Environmental Law”.



     “CERCLIS” means the Comprehensive Environmental Response Compensation Liability Information
System List.



     “Certificate of Occupancy” means a permanent or temporary certificate of occupancy, in either
case, for the Improvements specified in such certificate of occupancy issued by the Building
Department pursuant to applicable Legal Requirements which permanent or temporary certificate of
occupancy shall permit the Improvements to be used for its intended purposes.



     “Certificate of Suitability” means a certificate of suitability from time to time issued by
the MGCB pursuant to which the Operating Company shall be entitled to conduct the gaming activities
contemplated by the Development Agreement.



     “Change of Control” means:




     (a) any sale or transfer of a substantial portion of the Temporary Casino Complex, the
Development Parcels or the Permanent Casino Complex;




     (b) any “Transfer” (as defined in the Development Agreement) which is not expressly
permitted by the Development Agreement (whether or not such Transfer is permitted by this
Agreement); or



10









 






     (c) any transfer or change in control not permitted by Michigan Gaming Law, the MGCB or
the MGCB Approval.



     “Change Order” means, at any time, an amendment to the Jenkins Skanska Contract, the Milestone
Schedule, the Construction Schedule or the Contract Time in accordance with Sections 8.2.27
and 8.2.28 of this Agreement.



     “City” means the City of Detroit, Michigan.



     “City Parcel” is defined in the recitals.



     “Co-Manager” and “Co-Managers” are defined in the preamble.



     “Code” means the Internal Revenue Code of 1986, and the regulations thereunder, in each case
as amended, reformed or otherwise modified from time to time.



     “Commitment” means, as the context may require, a Revolving Loan Commitment or a Delayed Draw
Term Loan Commitment.



     “Commitment Amount” means, as the context may require, the Revolving Loan Commitment Amount,
the Delayed Draw Term A Loan Commitment Amount, the Delayed Draw Term A-1 Loan Commitment Amount or
the Delayed Draw Term B-1 Loan Commitment Amount.



     “Commitment Fee” is defined in Section 3.3.1.



     “Commitment Termination Date” means the earlier of (x) the DIP Facility Termination Date or
(y) the date on which any Commitment Termination Event occurs.



     “Commitment Termination Event” means the occurrence and continuation of any Event of Default
and either (x) the declaration of all or any portion of the Loans to be immediately due and payable
pursuant to Section 9.2 or (y) the giving of notice by the Administrative Agent, acting at
the direction of the Required Lenders, to the Borrowers that the Commitments have been terminated.



     “Committee” means the official statutory committee of unsecured creditors appointed in the
Cases pursuant to Section 1102 of the Bankruptcy Code.



     “Compliance Certificate” means a certificate duly completed and executed by an Authorized
Representative of Greektown Holdings substantially in the form of Exhibit K hereto, as
amended, supplemented, amended and restated or otherwise modified from time to time, together with
such changes thereto as the Administrative Agent and the Co-Managers may from time to time
reasonably request for the purpose of monitoring compliance by Greektown Holdings and its
Subsidiaries with the covenants contained herein.



11









 





     “Confirmation Date” means the date the Bankruptcy Court enters an order confirming the Plan of
Reorganization for the Borrowers.3



     “Consolidated EBITDAR” means, for any applicable period, the sum (without duplication) of




     (a) Net Income of Greektown Holdings and its Subsidiaries for such period,



     plus




     (b) the amount deducted by Greektown Holdings and its Subsidiaries in determining Net
Income for such period, representing




     (i) Interest Expense;



     plus




     (ii) the amount deducted, in determining Net Income, of all federal, state and
local income taxes (including, without duplication, any state single business,
unitary or similar taxes) (whether paid in cash or accrued or deferred);



     plus




     (iii) depreciation expense;



     plus



     (iv) amortization expense;



     plus




     (v) restructuring expenses as set forth in the Budget in the amounts actually
incurred;



     plus




     (vi) other non-cash items reducing the net income of Greektown Holdings and its
Subsidiaries less other non-cash items increasing such net income.



     “Construction Component” means the portion of the Budget that sets forth all expenditures by
the Operating Company for the Project to achieve Final Completion.



     “Construction Consultant” means such Person designated from time to time by the Administrative
Agent to serve as the Construction Consultant under this Agreement; provided,
however, that such Person has complied with the licensing requirements of the MGCB prior to
commencement of services in connection with the Project, shall continue to comply with such





 




			
	3	 	Definition added by the Fourth Amendment to DIP Credit
Agreement.




12









 









licensing requirements, and has otherwise complied in all material respects with Michigan
Gaming Laws, if applicable




     “Construction Consultant’s Advance Certificate” means the Construction Consultant’s
certificate substantially in the form of Exhibit J.



     “Construction Consultant’s Report” means a report of the Construction Consultant delivered to
the Administrative Agent pursuant to Section 6.4.8 which shall include an analysis of the
Plans and Specifications, the Construction Component of the Budget, the Construction Schedule, the
Milestone Schedule, the Contracts (to the extent available) and all other reports submitted to the
Administrative Agent and stating, among other things, that (x) the Construction Consultant has
reviewed the Construction Documents, the Plans and Specifications, and other material information
deemed necessary by the Construction Consultant for the purpose of evaluating whether the Project
can be constructed and completed in the manner contemplated by the Construction Documents and (y)
based on its review of such information, the Construction Consultant is of the opinion that the
Project can be constructed in the manner contemplated by the Construction Documents and, in
particular, that the Project can be constructed and completed in accordance with the Construction
Documents and the Plans and Specifications within the parameters set by the Construction Schedule,
the Milestone Schedule and the Construction Component of the Budget.



     “Construction Document” means, collectively, the Jenkins Skanska Contract, the Architect’s
Agreement, the Contracts or any other document or agreement entered into on, prior to or after the
Effective Date, relating to the development, construction, maintenance or operation of the Project
including all amendments as of the Effective Date, as the same may be amended from time to time in
accordance with the terms and conditions of this Agreement.



     “Construction Schedule” means the schedule submitted by the Borrowers and approved by the
Administrative Agent and the Co-Managers, in consultation with the Construction Consultant, which
sets forth the schedule for construction and completion of the Project and the other work that the
Borrowers and/or any of their Subsidiaries are required to perform pursuant to the Construction
Documents and the Project Documents which (x) includes a statement from Jenkins Skanska that the
Construction Schedule is realistic and can be adhered to (subject to extension in accordance with
the Jenkins Skanska Contract) in completing the Project in accordance with the Plans and
Specifications, (y) shows on a monthly basis the anticipated progress of the Work and other
activities pertaining to the construction of the Project and (z) has otherwise been approved by the
Construction Consultant as set forth in a certificate of the Construction Consultant stating that
it is appropriate for the Administrative Agent to rely on the schedules and Milestone Dates set
forth in the Construction Schedule.



     “Consultant” is defined in Section 6.1.20.



     “Contingent Liability” means, relative to any Person, any agreement, undertaking or
arrangement by which such Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for
payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor
against loss) the Indebtedness of any other Person (other than by endorsements of instruments in



13









 







the course of collection or standard contractual indemnities entered into in the ordinary
course of business), or guarantees the payment of dividends or other distributions upon the shares
of any other Person. The amount of any Person’s obligation under any Contingent Liability shall be
deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary
obligation underlying such Contingent Liability and (y) the maximum amount for which such Person
may be liable pursuant to the terms of the Instrument evidencing such Contingent Liability;
provided, however, if such primary obligation and the maximum amount thereof for
which such Person may be liable are not stated or determinable, then the amount of any Person’s
obligation under such Contingent Liability shall be such Person’s maximum anticipated liability
(assuming such Person is required to perform) in respect thereof as reasonably determined by the
Administrative Agent and the Co-Managers.



     “Continuation/Conversion Notice” means a notice of continuation or conversion and certificate
duly executed by an Authorized Representative of Greektown Holdings substantially in the form of
Exhibit G hereto.



     “Contract” means any contract entered into from time to time by (a) the Operating Company (or
by Contract Builders or Realty Equity with respect to the Surplus Parcels or by TGCP with respect
to the Trappers Alley Parcel) with any Person for performance of services or sale of goods or
services in connection with the operation or maintenance of the Temporary Casino Complex, the
Surplus Parcels, the Trappers Alley Parcel, the Development Parcels or, if applicable, the
Permanent Casino Complex, and (b) the Borrowers or any of their Subsidiaries with any Contractor
for performance of services or sale of goods or services in connection with the design,
engineering, installation, construction, operation or maintenance of the Project, including all
warranties and guarantees of all such contracts, as the same may from time to time be amended,
supplemented, amended and restated or otherwise modified in accordance with the Loan Documents.



     “Contract Builders” is defined in the preamble.



     “Contract Builders Mortgage” means, on any date, the Mortgage, Assignment of Rents and Leases,
Security Agreement and Fixture Filing in the principal amount of $290,000,000, made by Contract
Builders, as the mortgagor, to the Prepetition Agent for the benefit of the Prepetition Secured
Parties, as the mortgagee, and recorded with the Wayne County (Michigan) Register of Deeds,
covering the Real Property described on Exhibit L-5, and as thereafter from time to time
further amended, supplemented, amended and restated or otherwise modified.



     “Contract Time” is defined in the Jenkins Skanska Contract.



     “Contractor” means any consultant, contractor, subcontractor, supplier, laborer or any other
Person engaged by Greektown Holdings or any of its Subsidiaries under a Contract.



     “Contractor Order” means that certain order of the Bankruptcy Court substantially in the form
of Exhibit A-1 and otherwise in form and substance satisfactory to the Administrative
Agent, approving certain prepetition payments to Jenkins Skanska and other Contractors and
Subcontractors.



14









 





     “Controlled Group” means all members of a controlled group of corporations and all members of
a controlled group of trades or businesses (whether or not incorporated) under common control
which, together with the Borrowers, are treated as a single employer under Section 414(b) or 414(c)
of the Code or Section 4001 of ERISA.



     “Credit Extension” means, as the context may require,




     (a) the making of a Loan by a Lender; or




     (b) the issuance of any Letter of Credit, or the extension of any Stated Expiry Date of
any existing Letter of Credit, by the Issuer.



     “Debtor” and “Debtors” are defined in the recitals.



     “Default” means any Event of Default or any condition, occurrence or event which, after notice
or lapse of time or both, would constitute an Event of Default.



     “Defaulting Lender” means any Lender with respect to which a Lender Default is in effect.



     “Delayed Draw Term A Lender” means any Lender which has made a Delayed Draw Term A Loan
Commitment or holds a Delayed Draw Term A Loan.



     “Delayed Draw Term A Loan” is defined in clause (a) of Section 2.1.1.



     “Delayed Draw Term A Loan Commitment” means, on any date, relative to any Delayed Draw Term A
Lender, (i) the result obtained by multiplying the Delayed Draw Term A Loan Commitment Amount by
such Delayed Draw Term A Lender’s Percentage as reduced by (ii) the principal amount of any Delayed
Draw Term A Loans made by such Delayed Draw Term A Lender as of such date. The amount and
Percentage of the Delayed Draw Term A Loan Commitment of each Delayed Draw Term A Lender is set
forth on such Lender’s signature page hereto or in a Lender Assignment Agreement.



     “Delayed Draw Term A Loan Commitment Amount” means the aggregate principal amount of Delayed
Draw Term A Loans which the Delayed Draw Term A Lenders are obligated to make pursuant to
clause (a) of Section 2.1. The Delayed Draw Term A Loan Commitment Amount is
$135,000,000. As of the Effective Date, $131,037,816.29 of the Delayed Draw Term A Loans are
outstanding.



     “Delayed Draw Term A-1 Lender” means any Lender which has made a Delayed Draw Term A-1 Loan
Commitment or holds a Delayed Draw Term A-1 Loan.



     “Delayed Draw Term A-1 Loan” is defined in clause (b) of Section 2.1.1.



     “Delayed Draw Term A-1 Loan Commitment” means, on any date, relative to any Delayed Draw Term
A-1 Lender, (i) the result obtained by multiplying the Delayed Draw Term A-1 Loan Commitment Amount
by such Delayed Draw Term A-1 Lender’s Percentage as reduced by (ii) the principal amount of any
Delayed Draw Term A-1 Loans made by such



15









 







Delayed Draw Term A-1 Lender as of such date. The amount and Percentage of the Delayed Draw
Term A-1 Loan Commitment of each Delayed Draw Term A-1 Lender is set forth on such Lender’s
signature page hereto or in a Lender Assignment Agreement.



     “Delayed Draw Term A-1 Loan Commitment Amount” means the aggregate principal amount of Delayed
Draw Term A-1 Loans which the Delayed Draw Term A-1 Lenders are obligated to make pursuant to
clause (a) of Section 2.1. The Delayed Draw Term A-1 Loan Commitment Amount is
$26,000,000.



     “Delayed Draw Term B-1 Lender” means any Lender which has made a Delayed Draw Term B-1 Loan
Commitment or holds a Delayed Draw Term B-1 Loan.



     “Delayed Draw Term B-1 Loan” is defined in clause (c) of Section 2.1.1.



     “Delayed Draw Term B-1 Loan Commitment” means, on any date, relative to any Delayed Draw Term
B-1 Lender, (i) the result obtained by multiplying the Delayed Draw Term B-1 Loan Commitment Amount
by such Delayed Draw Term B-1 Lender’s Percentage as reduced by (ii) the principal amount of any
Delayed Draw Term B-1 Loans made by such Delayed Draw Term B-1 Lender as of such date. The amount
and Percentage of the Delayed Draw Term B-1 Loan Commitment of each Delayed Draw Term B-1 Lender is
set forth on such Lender’s signature page hereto or in a Lender Assignment Agreement.



     “Delayed Draw Term B-1 Loan Commitment Amount” means the aggregate principal amount of Delayed
Draw Term B-1 Loans which the Delayed Draw Term B-1 Lenders are obligated to make pursuant to
clause (a) of Section 2.1. The Delayed Draw Term B-1 Loan Commitment Amount is
$20,000,000.



     “Delayed Draw Term B-1 Loan Commitment Termination Date” means the earliest of:




     (a) December 31, 2009;4




     (b) the date on which the Delayed Draw Term B-1 Loan Commitments are reduced to zero;




     (c) the date on which any Commitment Termination Event occurs; and




     (d) the DIP Facility Termination Date.



     “Delayed Draw Term B-1 Required Lenders” means, at any time, Non-Defaulting Delayed Draw Term
B-1 Lenders holding at least 51% of the sum of the aggregate outstanding principal amount of the
Delayed Draw Term B-1 Loans then held by such Non-Defaulting Delayed Draw Term B-1 Lenders.



     “Delayed Draw Term Lender” means, as the context may require, any Lender which has made a
Delayed Draw Term Loan Commitment or holds a Delayed Draw Term Loan.





 




			
	4	 	Amended by the Fourth Amendment to DIP Credit
Agreement.




16









 










     “Delayed Draw Term Loan” means, as the context may require, a Delayed Draw Term A Loan, a
Delayed Draw Term A-1 Loan or a Delayed Draw Term B-1 Loan of any type.



     “Delayed Draw Term Loan Commitment” means, as the context may require, a Delayed Draw Term A
Loan Commitment, a Delayed Draw Term A-1 Loan Commitment or a Delayed Draw Term B-1 Loan
Commitment.



     “Delayed Draw Term Loan Commitment Amount” means, collectively, the Delayed Draw Term A Loan
Commitment Amount, the Delayed Draw Term A-1 Loan Commitment Amount and the Delayed Draw Term B-1
Loan Commitment Amount.



     “Delayed Draw Term Loan Commitment Termination Date” means the earliest of:




     (a) December 31, 2009;5




     (b) the date on which the Delayed Draw Term A Loan Commitments and the Delayed Draw
Term A-1 Loan Commitments are reduced to zero;




     (c) the date on which any Commitment Termination Event occurs; and




     (d) the DIP Facility Termination Date.



     “Depository” means such Person designated from time to time by the Administrative Agent to
serve as the Depository Bank under the Cash Collateral Account Agreement.



     “Development Agreement” means the Revised Development Agreement among the City, the EDC and
the Operating Company, dated as of August 2, 2002, as thereafter from time to time amended,
supplemented, amended and restated or otherwise modified in accordance with the terms hereof.



     “Development Parcels” is defined in the recitals.



     “DIP Collateral” is defined in clause (a) of Section 11.1.



     “DIP Facility” is defined in the recitals.



     “DIP Facility Termination Date” means the earliest of:




     (a) December 31, 2009;6




     (b) the effective date of a plan of reorganization for the Borrowers;




     (c) the date on which any sale or transfer of a substantial portion of the Temporary
Casino Complex, the Development Parcels or the Permanent Casino Complex occurs;





 




			
	5	 	Amended by the Fourth Amendment to DIP Credit
Agreement.
	 
	6	 	Amended by the Fourth Amendment to DIP Credit
Agreement.




17









 











     (d) the date that is thirty (30) days after the date the Interim Order is entered by
the Bankruptcy Court, if the Amended Final Order is not entered within such thirty (30) day
period; and




     (e) the Commitment Termination Date.



     “Direct Costs” means all Project Costs expended or incurred by the Borrowers or any of their
Subsidiaries for labor, construction work, services, materials, tools, temporary facilities
testing, utilities, equipment, fixtures and furnishings in connection with the construction of the
Project all as set forth on the Construction Component of the Budget.



     “Disclosure Schedule” means the Disclosure Schedule attached hereto as Schedule I, as
it may be amended, supplemented, amended and restated or otherwise modified from time to time by
the Borrowers with the written consent of the Administrative Agent.



     “Dollar” and the symbol “$” mean lawful money of the United States.



     “Downgraded Lender” is defined in clause (b) of Section 4.11.



     “Easement” means any easement appurtenant, easement in gross, license agreement or other right
running for the benefit of the Operating Company or appurtenant to the Temporary Casino Complex,
the Improvements thereon and, if applicable, the Permanent Casino Complex, the Surplus Parcels, the
Trappers Alley Parcel, including those easements and licenses described in the Development
Agreement and each Title Policy.



     “EDC” means the Economic Development Corporation of the City of Detroit.



     “Effective Date” means the date this Agreement becomes effective pursuant to Section
13.8.



     “Eligible Assignee” means (A) any of the following entities: (i) a commercial bank organized
under the laws of the United States or any state thereof; (ii) a savings and loan association or
savings bank organized under the laws of the United States or any state thereof; (iii) a commercial
bank organized under the laws of any other country or a political subdivision thereof
(provided that (x) such bank is acting through a branch or agency located in the United
States or (y) such bank is organized under the laws of a country that is a member of the
Organization for Economic Cooperation and Development or a political subdivision of such country);
and (iv) any other entity which is an “accredited investor” (as defined in Regulation D under the
Securities Act) which extends credit or buys loans as one of its businesses including insurance
companies, mutual funds and lease financing companies or (B) a Lender, an Affiliate of a Lender or
an Approved Fund; or (C) any other Person (other than a natural Person) approved by the
Administrative Agent and, if required, the Issuer, in each case after consultation with the
Borrowers (but only if no Default exists hereunder); provided, however, that
Greektown Holdings, its Subsidiaries, Monroe, Kewadin, the Authority, the Tribe or any of their
Affiliates shall not be an Eligible Assignee.



     “Environmental Claim” means any and all obligations, liabilities, losses, administrative,
regulatory or judicial actions, suits, demands, decrees, claims, Liens, judgments, warning



18









 







notices, notices of noncompliance or violation, investigations, proceedings, removal or
remedial actions or orders, or damages (foreseeable and unforeseeable, including consequential and
punitive damages), penalties, fees, out-of-pocket costs, expenses, disbursements, reasonable
attorneys’ and consultants’ fees, resulting from any obligation under, or violation of, any
Environmental Law or any Permit issued under any such Environmental Law including (x) any and all
claims by Governmental Instrumentalities for enforcement, cleanup, removal, response, remedial or
other actions or damages pursuant to any applicable Environmental Law and (y) any and all claims by
any third party seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Substances or arising from alleged injury or threat of
injury to health, safety or the environment.



     “Environmental Law” means any of:




     (a) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C. Section 9601, et seq.) (“CERCLA”);




     (b) the Federal Water Pollution Control Act (33 U.S.C. Section 1251, et
seq.) (“Clean Water Act” or “CWA”);




     (c) the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et
seq.) (“RCRA”);




     (d) the Atomic Energy Act of 1954 (42 U.S.C. Section 2011, et seq.);




     (e) the Clean Air Act (42 U.S.C. Section 7401, et seq.);




     (f) the Emergency Planning and Community Right to Know Act (42 U.S.C. Section 11001,
et seq.);




     (g) the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136,
et seq.) (“FIFRA”);




     (h) the Oil Pollution Act of 1990 (P.L. 101-380, 104 Stat. 486);




     (i) the Safe Drinking Water Act (42 U.S.C. Sections 300f, et seq.)
(“SDWA”);




     (j) the Surface Mining Control and Reclamation Act of 1974 (30 U.S.C. Sections 1201,
et seq.);




     (k) the Toxic Substances Control Act (15 U.S.C. Section 2601, et seq.)
(“TSCA”);




     (l) the Hazardous Materials Transportation Act (49 U.S.C. Section 1801, et
seq.) (“HMTA”);




     (m) the Uranium Mill Tailings Radiation Control Act of 1978 (42 U.S.C. Section 7901,
et seq.) (“UMTRCA”);



19









 






     (n) the Occupational Safety and Health Act (29 U.S.C. Section 651, et
seq.) (“OSHA”);




     (o) the Michigan Natural Resources and Environmental Protection Act (MCL
324.3101-.21551); and




     (p) all other federal, state and local Legal Requirements which govern Hazardous
Substances, and the regulations adopted pursuant to all such foregoing laws;


in each case, as amended by an amendment thereto or succeeded by a successor law, statute or
regulation thereto.




     “Environmental Matter” means any:




     (a) release, emission, entry or introduction into the air including the air within
buildings and other natural or man-made structures above ground in quantities or
concentrations exceeding standards set by Environmental Laws;




     (b) discharge, release or entry into water including into any river, watercourse, lake
or pond (whether natural or artificial or above ground or which joins or flows into any such
water outlet above ground) or reservoir, or the surface of the riverbed or of other land
supporting such waters, ground waters, sewer or the sea in quantities or concentrations
exceeding standards set by Environmental Laws;




     (c) deposit, disposal, keeping, treatment, importation, exportation, production,
transportation, handling, processing, carrying, manufacture, collection, sorting or presence
of any Hazardous Substance in quantities or concentrations exceeding standards set by
Environmental Laws (including, in the case of waste, any substance which constitutes a scrap
material or an effluent or other unwanted surplus substance arising from the application of
any process or activity (including making it reusable or reclaiming substances from it) and
any substance or article which is required to be disposed of as being broken, worn out,
contaminated or otherwise spoiled);




     (d) nuisance, noise, health and safety at work, industrial illness, industrial injury
due to environmental factors, environmental health problems (including asbestosis or any
other illness or injury caused by exposure to asbestos) or genetically modified organisms;
or




     (e) conservation, preservation or protection of the natural or man-made environment or
any living organisms supported by the natural or man-made environment.



     “Equity Interest” means, relative to any Person, Capital Stock and all warrants, options or
other rights to acquire Capital Stock (excluding, however, any debt security that
is convertible into, or exchangeable for, Capital Stock) of such Person.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute thereto of similar import, together with the regulations thereunder, in



20









 







each case as in effect from time to time. References to sections of ERISA also refer to any
successor sections thereto.



     “Event of Default” is defined in Section 9.1.



     “Event of Loss” means, relative to any property or asset (tangible or intangible, real or
personal), (x) any loss, destruction or damage of such property or asset, (y) any actual
condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of all or a
part of such property or asset, or confiscation of all or a part of such property or asset or the
requisition of the use of all or a part of such property or asset or (z) any settlement in lieu of
item (y).



     “Excess Available Cash” means, at any time, Available Cash in excess of $25,000,000.



     “Existing Indebtedness” means Indebtedness of Greektown Holdings and its Subsidiaries in
existence on the Original Closing Date.



     “Existing Operating Leases” means those Operating Leases disclosed in Item 8.2.8 of
the Disclosure Schedule.



     “Exit Milestones” is defined in Section 8.1.6.



     “Federal Funds Rate” means, for any period, a fluctuating interest rate per
annum equal for each day during such period to




     (a) the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as published for
such day (or, if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York; or




     (b) if such rate is not so published for any day which is a Business Day, the average
of the quotations for such day on such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by it.



     “Fee Letters” means, collectively, the Amendment Fee Letter, the Arranger’s Fee Letter and the
Issuer’s Fee Letter.



     “FF&E” means all furnishings, fixtures and equipment at, on or about the Improvements (other
than FF&E within the Improvements on the Permanent Casino Site which are to be demolished as part
of the construction of the Permanent Casino Complex).



     “Final Completion” means that (w) all construction work with respect to the Project shall have
been substantially completed in accordance with the Construction Documents applicable thereto so as
to allow the Project to be utilized for its intended purposes and in substantial compliance with
all Legal Requirements applicable thereto and (x) the Improvements shall have received a permanent
or temporary Certificate of Occupancy from the applicable Governmental Instrumentality (and a copy
of such certificate shall have been delivered to the



21









 







Administrative Agent and the Construction Consultant and all conditions, if any, of the
temporary Certificate of Occupancy shall have been satisfied or shall be satisfied in accordance
with a schedule reasonably acceptable to the Administrative Agent, in consultation with the
Construction Consultant, and, in all events, within the time frames required under such temporary
Certificate of Occupancy).



     “Final Plans and Specifications” means, relative to any particular portion of the Work or
other Improvement, Plans and Specifications for such portion which (x) have received approval from
all Governmental Instrumentalities required to approve such Plans and Specifications prior to
commencement of the Work or improvements and (y) contain sufficient specificity to permit
completion of such portion of the Work or other Improvements.



     “First Amendment to DIP Credit Agreement” means the First Amendment to Amended and Restated
Senior Secured Superpriority Debtor-In-Possession Credit Agreement and Waiver Agreement and among
the Borrowers, the Subsidiary Guarantors and MLCC, in its capacity as the Administrative Agent for
the benefit of the Lenders, dated as of April 20, 2009.7



     “First Day Orders” means all orders entered by the Bankruptcy Court on the Petition Date or
within five (5) Business Days of the Petition Date or based on motions filed on the Petition Date.



     “Fiscal Quarter” means a calendar quarter ending on the last day of March, June, September or
December.



     “Fiscal Year” means any period of twelve consecutive calendar months ending on December 31;
references to a Fiscal Year with a number corresponding to any calendar year (e.g., the
“2007 Fiscal Year”) refer to the Fiscal Year ending on December 31 of such calendar year.



     “Fitch” means Fitch Investor Services, Inc. or any successor thereto.



     “Fourth Amendment to DIP Credit Agreement” means the Fourth Amendment to Amended and Restated
Senior Secured Superpriority Debtor-In-Possession Credit Agreement and Waiver Agreement and among
the Borrowers, the Subsidiary Guarantors and MLCC, in its capacity as the Administrative Agent for
the benefit of the Lenders, dated as of August 31, 2009.8



     “Fronting Fee” is defined in Section 3.3.6.



     “F.R.S. Board” means the Board of Governors of the Federal Reserve System or any successor
thereto.



     “GAAP” is defined in Section 1.4.





 




			
	7	 	Definition added by the First Amendment to DIP Credit Agreement.
	 
	8	 	Definition added by the Fourth Amendment to DIP Credit Agreement.






22











 





     “Gaming Equipment” means the gaming equipment and gaming devices which are regulated under any
Michigan Gaming Law or other applicable Legal Requirement (such as slot machines, cashless wagering
systems and associated equipment) together with all improvements, additions or substitutions
thereto.



     “Gaming License” means any and all duly issued and valid licenses, approvals, registrations,
findings of suitability and authorizations relating to gaming at the Temporary Casino Complex or,
if applicable, the Permanent Casino Complex under the Michigan Gaming Laws or required by the MGCB
or necessary for the operation of gaming at the Temporary Casino Complex and/or the Permanent
Casino Complex, as the case may be.



     “Governmental Approvals” means all approvals, consents, waivers, orders, acknowledgments,
authorizations, certificates, registrations, permits, environmental permits, and licenses required
under applicable Legal Requirements to be obtained from any Governmental Instrumentality for the
Project, or any portion thereof, for the use, occupancy, and operation of the Project.



     “Governmental Instrumentality” means any national, state or local government, any political
subdivision thereof or any other governmental, quasi-governmental, judicial, public or statutory
instrumentality, authority, body, agency, bureau or entity (including the City, the EDC, the MGCB,
any zoning authority, the Federal Deposit Insurance Corporation, the Comptroller of the Currency or
the F.R.S. Board, any central bank or any comparable authority) or any arbitrator with authority to
bind a party at law.



     “Greektown Corporation” is defined in the preamble.



     “Greektown Holdings” is defined in the preamble.



     “Greektown Holdings Membership Interest” means a Membership Interest as defined in the
Organizational Documents of Greektown Holdings.



     “Greektown Parking Garage” is defined in the recitals.



     “Guaranteed Maximum Price” means the total not-to-exceed costs payable by the Operating
Company to Jenkins Skanska pursuant to the Jenkins Skanska Contract from and after the date the
Operating Company and Jenkins Skanska agree upon such amount, which shall be subject to the
approval of the Administrative Agent.



     “Hammes” means Hammes Company Sports Development, Inc., a Wisconsin corporation.



     “Hazardous Substances” means (statutory acronyms and abbreviations having the meaning given
them in the definition of “Environmental Laws”) substances defined as “hazardous substances,”
“pollutants” or “contaminants” in Section 101 of the CERCLA; those substances defined as “hazardous
waste,” “hazardous materials” or “regulated substances” by the RCRA; those substances designated as
a “hazardous substance” pursuant to Section 311 of the CWA; those substances defined as “hazardous
materials” in Section 103 of the HMTA; those substances regulated as a hazardous chemical substance
or mixture or as an imminently



23









 




hazardous chemical substance or mixture pursuant to Sections 6 or 7
of the TSCA; those substances defined as “contaminants” by
Section 1401 of the SDWA, if present in excess of permissible levels; those substances
regulated by the Oil Pollution Act; those substances defined as a pesticide pursuant to Section
2(u) of the FIFRA; those substances defined as a source, special nuclear or by-product material by
Section 11 of the AEA; those substances defined as “residual radioactive material” by Section 101
of the UMTRCA; those substances defined as “toxic materials” or “harmful physical agents” pursuant
to Section 6 of the OSHA); those substances defined as hazardous wastes in 40 C.F.R. Part 261.3;
those substances defined as hazardous waste constituents in 40 C.F.R. Part 260.10, specifically
including Appendices VII and VIII of Subpart D of 40 C.F.R. Part 261; those substances designated
as hazardous substances in 40 C.F.R. Parts 116.4 and 302.4; those substances defined as hazardous
substances or hazardous materials in 49 C.F.R. Part 171.8; those substances regulated as hazardous
materials, hazardous substances or toxic substances in 40 C.F.R. Part 1910; those substances
defined as hazardous materials, hazardous substances or toxic substances in any other Environmental
Laws; and those substances defined as hazardous materials, hazardous
substances or toxic substances in the regulations adopted pursuant to said laws, whether or
not such regulations or publications are specifically referenced herein.




     “herein”, “hereof”, “hereto”, “hereunder” and similar terms contained in this Agreement or any
other Loan Document referred to in this Agreement or such other Loan Document, as the case may be,
as a whole and not to any particular Section, paragraph or provision of this Agreement or such
other Loan Document.



     “Hotel” is defined in the recitals.



     “Impermissible Qualification” means, relative to the opinion or certification of any
independent public accountant as to any financial statement of any Person, any qualification or
exception to such opinion or certification




     (a) which relates to the limited scope of examination of matters relevant to such
financial statement; or




     (b) which relates to the treatment or classification of any item in such financial
statement and which, as a condition to its removal, would require an adjustment to such item
the effect of which would be to a default under Section 8.2.4.



     “Imposition” means any real estate tax, payment in lieu of taxes or other assessment levied,
assessed or imposed against the Temporary Casino Complex, any of the Surplus Parcels, the Trappers
Alley Parcel, any of the Development Parcels and, if applicable, the Permanent Casino Complex, and
any water rates, sewer rentals or other governmental, municipal or public dues, charges or
impositions, of every nature and to whomever assessed, that may now or hereafter be levied or
assessed upon the Site, any of the Surplus Parcels, the Trappers Alley Parcel, any of the
Development Parcels and, if applicable, the Permanent Casino Complex, or upon the rents, issues,
income, proceeds or profits thereof, whether the Imposition is levied directly or indirectly
against the Site, any of the Surplus Parcels, the Trappers Alley Parcel, any of the Development
Parcels or, if applicable, the Permanent Casino Complex or as excise taxes or income taxes.



24









 





     “Improvement” means any building, structure or other improvements located, constructed or to
be located or constructed on the Site, any of the Surplus Parcels, the Trappers Alley Parcel, any
of the Development Parcels or the Permanent Casino Site.



     “In Balance” will be deemed to exist when (x) the Unallocated Contingency Balance equals or
exceeds the Required Minimum Contingency, (y) after giving effect to the requested Advance, the
Available Funds allocated to each Line Item Category equals or exceeds for such Line Item Category
the aggregate of (1) the costs required to complete such Line Item Category to Final Completion and
(2) the Retainage Amount to be paid to Persons who have supplied labor or materials in connection
with such Line Item Category and (z) the Guaranteed Maximum Price remains in effect pursuant to the
terms of the Jenkins Skanska Contract.



     “including” and “include” means including, without limiting the generality of any description
preceding such term, and, for purposes of this Agreement and each other Loan Document, the parties
hereto agree that the rule of ejusdem generis shall not be applicable to limit a
general statement, which is followed by or referable to an enumeration of specific matters, to
matters similar to the matters specifically mentioned.



     “Indebtedness” means, relative to any Person, without duplication:




     (a) all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments;




     (b) all obligations, contingent or otherwise, relative to the face amount of all
letters of credit (or reimbursement agreements in respect thereof), whether or not drawn,
and banker’s acceptances issued for the account of such Person;




     (c) all Capitalized Lease Liabilities of such Person;




     (d) all other items which, in accordance with GAAP, would be required to be included as
liabilities on the liability side of the balance sheet of such Person as of the date at
which Indebtedness is to be determined (other than payments by the Operating Company or its
Subsidiaries under the Construction Documents and accounts payable and accrued expenses by
the Operating Company or its Subsidiaries arising in the ordinary course of business in
connection with the operation of the Temporary Casino Complex or, if applicable, the
Permanent Casino Complex, in each such case, to the extent set forth in the Budget;




     (e) net liabilities of such Person under all Hedging Liabilities;




     (f) whether or not so included as liabilities in accordance with GAAP, all obligations
of such Person to pay the deferred purchase price of property or services if the purchase
price is due more than six (6) months from the date that the obligation is incurred, and
indebtedness (excluding, however, prepaid interest thereon) secured by a
Lien on property owned or being purchased by such Person (including indebtedness arising
under conditional sales or other title retention agreements and the obligations of the
Operating Company or its Subsidiaries under the Development Agreement and the Indemnity
Agreement), whether or not such Indebtedness shall have been assumed by



25









 






such Person or is
limited in recourse; provided, however, that the amount of such Indebtedness
that is limited in recourse to such property owned or being purchased shall, for purposes of
this clause (f), be deemed to be equal to the lesser of (i) the aggregate unpaid
amount of such obligations of such Person and (ii) the fair market value of the property for
which such Indebtedness has been incurred; and




     (g) all Contingent Liabilities of such Person in respect of any of the foregoing that
are required to be included as a liability in accordance with GAAP.


For all purposes of this Agreement, (x) the Indebtedness of any Person shall include the proportion
of Indebtedness of any partnership in which such Person is a general partner or joint venturer with
liability for the entire indebtedness of the joint venture and (y) the amount of any Indebtedness
outstanding as of any date shall be the principal amount thereof, together with any interest
thereon that is more than thirty (30) days past due.




     “Indemnified Liability” is defined in Section 13.4.



     “Indemnified Parties” is defined in Section 13.4.



     “Indemnity Agreement” is defined in the Development Agreement.



     “Independent Consultant” means the Construction Consultant, the Insurance Consultant, Capstone
or their successors engaged pursuant to this Agreement.



     “Indirect Cost” means any Project Cost which is not a Direct Cost, including appraisal fees,
commitment fees, brokers’ commissions, fees of the Independent Consultants, insurance during
construction, moving costs, financing costs, surety bond premiums other than Contractor bonds, cost
of surveys and fees and disbursements of the attorneys for the Administrative Agent.



     “INHAM Exemption” is defined in clause (d) of Section 2.8.



     “Initial Advance” means the first Advance after the Effective Date made to or for the benefit
of the Borrowers pursuant to this Agreement after the conditions in Article VI have been
satisfied by the Borrowers.



     “Instrument” means any contract, agreement, indenture, mortgage, deed of trust, document or
writing (whether by formal agreement, letter or otherwise) under which any obligation is evidenced,
assumed or undertaken, or any Lien (or right or interest therein) is granted or perfected.



     “Insurance Consultant” means Marshall & Sterling, Inc. or any other Person designated from
time to time by the Administrative Agent in its sole discretion to serve as the Insurance
Consultant.



     “Insurance Premium Agreement” means the Premium Finance Agreement and Disclosure Statement
among First National Bank of Kansas (purchased and serviced by Universal Premium Acceptance
Corporation), Meadowbrook Insurance Agency and the



26









 




Operating Company with respect to certain
insurance policies effective as of January 15, 2009, as effective upon approval by the Bankruptcy
Court.




     “Insurance Requirement” means any provisions of any insurance policy covering or applicable to
Greektown Holdings or any of its Subsidiaries, the Temporary Casino Complex, the Surplus Parcels,
the Trappers Alley Parcel, any of the Development Parcels, if applicable, the Permanent Casino
Complex or any portion thereof, all requirements of the issuer of any such policy and all orders,
rules, regulations and other requirements of the National Board of Fire Underwriters (or any body
exercising similar functions) applicable to or affecting the Temporary Casino Complex, any of the
Surplus Parcels, the Trappers Alley Parcel, any of the Development Parcels, if applicable, the
Permanent Casino Complex or any portion thereof, any use or condition thereof or Greektown Holdings
or its Subsidiaries.



     “Interest Expense” means, for any period, the consolidated interest expense (net of cash
interest income) of Greektown Holdings and its Subsidiaries (including, to the extent Greektown
Holdings and its Subsidiaries have any Contingent Liability in respect of such interest expense,
the interest expense of other Persons) for such period, as determined on a consolidated basis in
accordance with GAAP, including the portion of any payments made in respect of Capitalized Lease
Liabilities allocable to interest expense, but excluding, however, deferred
financing costs and other non-cash interest expense.



     “Interest Period” means, relative to any LIBO Rate Loan, the period beginning on (and
including) the date on which such LIBO Rate Loan is made or continued as, or converted into, a LIBO
Rate Loan pursuant to Section 2.4 and, (i) with respect to Interest Periods commencing on
the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period), shall end on the last
Business Day one month thereafter and (ii) with respect to Interest Periods commencing on days
other than the last Business Day of a calendar month, shall end on the date which numerically
corresponds to such date one month thereafter (or if such numerically corresponding date is not a
Business Day or does not exist, then on the Business Day nearest preceding such numerically
corresponding date), provided, however, that




     (a) Greektown Holdings shall not be permitted to select Interest Periods to be in
effect at any one time which have expiration dates,




          (i) in the case of Delayed Draw Term Loans made or maintained as LIBO Rate
Loans, occurring on more than eight different dates,




          (ii) in the case of Revolving Loans made or maintained as LIBO Rate Loans,
occurring on more than four different dates; and




     (b) if such Interest Period would otherwise end on a day which is not a Business Day,
such Interest Period shall end on the next following Business Day (unless such next
following Business Day is the first Business Day of a calendar month, in which case such
Interest Period shall end on the Business Day next preceding such numerically corresponding
day); and



27









 






     (c) no Interest Period with respect to any portion of the Loans shall extend beyond the
date on which a permanent reduction of the Delayed Draw Term Loan Commitment Amount is
scheduled to occur unless the sum of (x) the aggregate principal amount of Loans that are
Base Rate Loans plus (y) the aggregate principal amount of Loans that are LIBO Rate Loans
with Interest Periods expiring on or before such date plus (z) the excess of the Delayed
Draw Term Loan Commitments then in effect over the aggregate principal amount of Delayed
Draw Term Loans then outstanding equals or exceeds the permanent reductions of the Delayed
Draw Term Loan Commitments that are scheduled to occur on such date; and




     (d) no Interest Period with respect to any portion of the Loans shall extend beyond the
date on which a permanent reduction of the Revolving Loan Commitment Amount is scheduled to
occur unless the sum of (x) the aggregate principal amount of Loans that are Base Rate Loans
plus (y) the aggregate principal amount of Loans that are LIBO Rate Loans with Interest
Periods expiring on or before such date plus (z) the excess of the Revolving Loan
Commitments then in effect over the aggregate principal amount of the Revolving Loans then
outstanding equals or exceeds the permanent reductions of the Revolving Loan Commitments
that are scheduled to occur on such date; and




     (e) no Interest Period for any Loan may end later than the Stated Maturity Date for
such Loan.



     “Interim Order” means that certain order of the Bankruptcy Court substantially in the form of
Exhibit A and otherwise in form and substance satisfactory to the Administrative Agent,
approving the DIP Facility.



     “Interim Period” shall mean the period commencing on the Effective Date (included) and ending
on the date on which the Bankruptcy Court enters the Amended Final Order (excluded).



     “Investment” means, relative to any Person,




     (a) any loan or advance made by such Person to any other Person (including Affiliates)
(excluding, however, commission, travel, petty cash and similar advances to
managers, officers and employees made in the ordinary course of business);




     (b) any Contingent Liability of such Person;




     (c) any ownership or similar interest held by such Person in any other Person; and




     (d) any other item that is required to be classified as an investment on a balance
sheet of such Person prepared in accordance with GAAP.


The amount of any Investment shall be the original principal or capital amount thereof less all
returns of principal or equity thereon and shall, if made by the transfer or exchange of property
other than cash, be deemed to have been made in an original principal or capital amount equal to
the fair market value of such property at the time of such Investment.




28









 








     “Issuer” is defined in the preamble.



     “Issuer’s Fee Letter” means any letter agreement between Greektown Holdings and an Issuer, as
such letter agreement may thereafter from time to time be amended, supplemented, amended and
restated or otherwise modified.



     “Jenkins Skanska” means Jenkins/Skanska Venture, LLC.



     “Jenkins Skanska Contract” means, on any date, the construction contract, as originally in
effect on the Original Closing Date, between the Operating Company and Jenkins Skanska and as
thereafter from time to time
amended, supplemented, amended and restated or otherwise modified in accordance with the terms
of this Agreement.



     “Kewadin” is defined in the recitals.



     “Lac Vieux Settlement Agreement” means that certain Settlement Agreement dated November 17,
2003 by and among the Operating Company, the Lac Vieux Desert Band of Lake Superior Chippewa
Indians, Detroit Entertainment, L.L.C., Atwater Entertainment, L.L.C. and Atwater Entertainment
Associates, L.L.C., which
Settlement Agreement was approved and consented to by the United States District Court for the
Western District of Michigan on April 9, 2004 and upheld by the United States Court of Appeals for
the Sixth Circuit on April 28, 2005.




     “Lead Arranger” is defined in the preamble.



     “Legal Requirement” means, relative to any Person or property, all laws (including Michigan
Gaming Laws, if applicable), statutes, codes, regulations, rules, acts, ordinances, permits,
licenses, authorizations, directions and requirements of all Governmental Instrumentalities,
departments, commissions, boards, courts, authorities, agencies, officials and officers, and any
deed restrictions or other requirements of record, applicable to such Person or such property, or
any portion thereof or interest therein or any use or condition of such property or any portion
thereof or interest therein (including those relating to zoning, planning, subdivision, building,
safety, health, use, environmental quality and other similar matters).



     “Lender” is defined in the preamble and, in addition, shall include any Person that
becomes a Lender pursuant to Section 13.11.1.



     “Lender Assignment Agreement” means a lender assignment agreement substantially in the form of
Exhibit C hereto.



     “Lender Default” means (x) the wrongful refusal (which has not been retracted) of a Lender to
make available its portion of any Borrowing or to fund its portion of any unreimbursed payment
under Section 2.6.1 or (y) a Lender having notified the Administrative Agent or the
Borrowers that it does not intend to comply with its obligations under Section 2.3 or under
Section 2.6.1, in either case, as a result of the appointment of a receiver or conservator
with respect to such Lender or otherwise at the direction or request of any regulatory agency or
authority.



29









 





     “Lender’s Environmental Liability” means any and all losses, liabilities, obligations,
penalties, claims, litigations, demands, defenses, costs, judgments, suits, proceedings, damages
(including consequential damages), disbursements or expenses of any kind or nature whatsoever
(including reasonable attorneys’ fees at trial and appellate levels and reasonable consultants’ and
experts’ fees and disbursements and expenses incurred in investigating, defending against or
prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred
by, or asserted or awarded against, any Lender or any of such Lender’s parent and subsidiary
corporations, and their Affiliates, shareholders, directors, officers, employees, and agents in
connection with or arising from:




     (a) any Hazardous Substances on, in, under or affecting all or any portion of the
Temporary Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development
Parcels, or if applicable, the Permanent Casino Complex or the groundwater thereunder, or
any surrounding areas thereof to the extent caused by Releases from Greektown Holdings, any
of its Subsidiaries or any of their properties;




     (b) any misrepresentation, inaccuracy or breach of any warranty, contained in
Section 7.14;




     (c) any violation or claim of violation by Greektown Holdings or any of its
Subsidiaries of any Environmental Laws; or




     (d) the imposition of any Lien for damages caused by or the recovery of any costs for
the cleanup, release or threatened release of Hazardous Substances from the Temporary Casino
Complex, the
Surplus Parcels, the Trappers Alley Parcel, the Development Parcels or, if applicable,
the Permanent Casino Complex by Greektown Holdings or any of its Subsidiaries or in
connection with any property owned or formerly owned by them.



     “Lender’s Tax” is defined in Section 4.6.



     “Letter of Credit” is defined in Section 2.1.3.



     “Letter of Credit Commitment” means, (x) relative to the Issuer, such Issuer’s obligation to
issue or extend the Stated Expiry Date of the Letters of Credit pursuant to Section 2.1.3
and (y) relative to each Lender (other than the Issuer) that has a Revolving Loan Commitment, the
obligation of such Lender to participate in the Letters of Credit pursuant to Section 2.6.1
in an amount equal to the result obtained by multiplying the Letter of Credit Commitment Amount by
such Lender’s Percentage of the Revolving Loan Commitment Amount (as such Percentage is set forth
below such Lender’s signature hereto or in a Lender Assignment Agreement).



     “Letter of Credit Commitment Amount” means $1,000,000.



     “Letter of Credit Disbursement” is defined in Section 2.6.2.



     “Letter of Credit Disbursement Date” is defined in Section 2.6.2.



30









 





     “Letter of Credit Issuance Request” means a Letter of Credit Issuance Request duly executed by
an Authorized Representative of Greektown Holdings substantially in the form of Exhibit F
hereto.



     “Letter of Credit Outstandings” means, on any date, an amount equal to the sum of




     (a) the then aggregate amount which is undrawn and available under all issued and
outstanding Letters of Credit,



plus





     (b) the then aggregate amount of all unpaid and outstanding Letter of Credit
Reimbursement Obligations.



     “Letter of Credit Reimbursement Obligation” is defined in Section 2.6.3.



     “LIBO Rate” means, relative to any Interest Period for LIBO Rate Loans, the rate of interest
per annum determined by the Administrative Agent as follows:




     (a) at approximately 11:00 a.m. (London time) on the date that is two (2) Business Days
prior to the first day of such Interest Period, the Administrative Agent shall obtain the
offered quotation(s) that appear on Reuter’s display page 3750 for Dollar deposits for a
period comparable to such Interest Period; and




     (b) if such rate does not appear on Reuter’s page 3750 as of approximately 11:00 a.m.
(London time) on the date which is two (2) Business Days prior to the first day of such
Interest Period, the LIBO Rate shall be the rate per annum (rounded up to
the nearest 1/16th of 1%) at which deposits in Dollars are offered to the Administrative
Agent in the London interbank market at approximately 11:00 a.m. (London time) on the date
that is two (2) Business Days prior to the first day of such Interest Period in the
approximate amount of the relevant LIBO Rate Loan and having a maturity approximately equal
to the relevant Interest Period;



provided, however, notwithstanding anything contained herein to the contrary, in no
event shall the LIBO Rate be less than 3.50%.



     “LIBO Rate Loan” means a Loan bearing interest, at all times during an Interest Period
applicable to such Loan, at a fixed rate of interest determined by reference to the LIBO Rate
(Reserve Adjusted), but in any case, not less than 3.50%.



     “LIBO Rate (Reserve Adjusted)” means, relative to any Loan to be made, continued or maintained
as, or converted into, a LIBO Rate Loan for any Interest Period, a rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%) determined pursuant to the following
formula:



	 	 	 	 	 	 	 
	LIBO Rate	 	=	 	LIBO Rate	 
	 	 	 	 	 	 
	(Reserve Adjusted)	 	 	 	1.00 - LIBOR Reserve Percentage	 






31









 





The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be determined by
the Administrative Agent on the basis of the LIBOR Reserve Percentage in effect, and the applicable
rates furnished to and received by the Administrative Agent from the Lenders, two (2) Business Days
before the first day of such Interest Period; provided, however, notwithstanding
anything contained herein to the contrary, in no event shall the LIBO Rate (Reserve Adjusted) be
less than 3.50%.




     “LIBOR Reserve Percentage” means, relative to any Interest Period for LIBO Rate Loans, the
reserve percentage (expressed as a decimal) equal to the maximum aggregate reserve requirements
(including all basic, emergency, supplemental, marginal and other reserves and taking into account
any transitional adjustments or other scheduled changes in reserve requirements) specified under
regulations issued from time to time by the F.R.S. Board and then applicable to assets or
liabilities consisting of or including “Eurocurrency Liabilities”, as currently defined in
Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest
Period.



     “Lien” means, relative to any asset, any mortgage, lien, pledge, charge, security interest or
encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise
perfected under applicable law (including any conditional sale or other title retention agreement,
any lease in the nature thereof or any option or other agreement to sell or give a security
interest therein).



     “Line Item” means each of the individual line items set forth in the Construction Component of
the Budget.



     “Line Item Category” means each of the following line item categories of the Construction
Component of the Budget:




     (a) Site Acquisition & Improvements;




     (b) Construction Costs;




     (c) FF&E;




     (d) Development Costs;




     (e) Financing Costs;




     (f) Other Project Costs;




     (g) Project Contingency; and




     (h) Working Capital.



     “Loan” means, as the context may require, a Revolving Loan or a Delayed Draw Term Loan of any
type.




32












 





     “Loan Documents” means, collectively, this Agreement, the Orders, the Original DIP Credit
Agreement, as amended by this Agreement, the Letters of Credit, each Borrowing Request, each
Advance Request, each Letter of Credit Issuance Request, the Cash Collateral Account Agreement and
any other agreement, certificate, document or Instrument delivered in connection with this
Agreement or designated as a Loan Document by the Borrowers and the Administrative Agent and such
other agreements, whether or not specifically mentioned herein or therein.



     “Loan Parties” means the Borrowers and the Subsidiary Guarantors.



     “Loss Proceeds” is defined in clause (b) of Section 8.1.19.



     “Mandatory Prepayment” is defined in clause (b) of Section 3.1.1.



     “Material Adverse Effect” means any, event, development or circumstance which has or could
reasonably be expected to have a material and adverse effect on (i) the business, assets, property
or financial condition of the Borrowers and the Subsidiary Guarantors, taken as a whole or (ii) the
validity or enforceability of the Loan Documents or the rights, remedies, options or benefits of
the Administrative Agent and the Lenders thereunder; provided, however, that no
events related to the commencement and continuation of the Cases shall be deemed to constitute a
Material Adverse Effect, and the existence of the automatic stay pursuant to Section 362 of the
Bankruptcy Code shall be considered in determining materiality.



     “Members” means, relative to any Person which is a limited liability company, the Persons
owning a Membership Interest therein.



     “Membership Interest” means, relative to any Person which is a limited liability company, a
membership interest or a limited liability company interest, as the case may be, of such Person.



     “MGCB” means the Gaming Control Board of the State of Michigan or any other gaming authority
with jurisdiction over the Temporary Casino Complex, the Permanent Casino Complex, the gaming
business of the Operating Company, or over Kewadin, Monroe, Greektown Holdings or its Subsidiaries
or any Person that owns directly or indirectly any of the Capital Stock of the Kewadin, Monroe or
Greektown Holdings or its Subsidiaries, as the case may be.



     “MGCB Approval” means either (i) an order granted by the MGCB approving entry into the
transaction contemplated by this Agreement pursuant to Rule 432.1508 and Rule 432.1509 of the
Administrative Rules promulgated by the MGCB and granting all necessary supplier-licensing
exemptions applicable to the transactions contemplated by this Agreement; or (ii) an order granted
by the MGCB waiving the rights of the MGCB to approve such transactions; or (iii) an order of any
court, state or federal, that requires the MGCB to approve this Agreement pursuant to Rule 432.1508
and Rule 432.1509 of the Administrative Rules promulgated by the MGCB and granting all necessary
supplier-licensing exemptions applicable to the transactions contemplated by this Agreement or
otherwise reverses or rules unnecessary any such approval requirement by the MGCB.



33









 





     “Michigan Gaming Law” means the Michigan Gaming Control and Revenue Act, as codified in Public
Act 69 of 1997, MCLA 432.201, et seq., as amended from time to time, and the
Administrative Rules, Resolutions, or Executive Orders of the MGCB promulgated thereunder, as
amended from time to time.



     “Milestone Date” means the dates in the Milestone Schedule designated as “Milestone Dates” in
Schedule II.



     “Milestone Schedule” means the schedule annexed hereto as Schedule II which sets forth
the Milestone Dates for construction and completion of the Project and the other work that the
Borrowers or any of their Subsidiaries are required to perform pursuant to the Construction
Documents and the other Project Documents.



     “MLCC” is defined in the preamble.



     “MLPF&S” is defined in the preamble.



     “Monroe” is defined in the recitals.



     “Monthly Payment Date” means the last Business Day of each month.



     “Moody’s” means Moody’s Investors Service, Inc., a Delaware corporation, or any successor
thereto.



     “Mortgage” means, on any date, the Consolidated, Amended and Restated Mortgage dated as of
April 13, 2007, made by the Operating Company and TGCP, each as the mortgagor, to the Prepetition
Agent for the benefit of the Prepetition Secured Parties, as the mortgagee, and recorded in Liber
46207, Page 1302 of the Official Records of Wayne County, Michigan, covering the Trappers Alley
Parcel, the Temporary Casino Complex, the Permanent Casino Complex and the Real Property described
on Exhibits L-1, L-3, L-4, L-7 and L-8, and as thereafter
from time to time further amended, supplemented, amended and restated or otherwise modified.



     “NAIC Annual Statement” is defined in clause (a) of Section 2.8.



     “Net Cash Flow” shall equal total cash collections less total cash disbursements from the
Operating Component of the Budget.



     “Net Cash Flow Variance” shall equal the difference between Budget Net Cash Flow and Net Cash
Flow for the relevant period which, (x) if Net Cash Flow is less than Budget Net Cash Flow, such
result being a positive number and (y) if Net Cash Flow is greater than Budget Net Cash Flow, such
result being a negative number.



     “Net Income” means, for any period, the aggregate of all amounts which, on a consolidated
basis in accordance with GAAP, would be required to be included in determining the consolidated net
income of Greektown Holdings and its Subsidiaries for such period.



34









 





     “Non-Defaulting Additional Loan Lender” means and includes each Additional Loan Lender other
than a “Defaulting Lender”.



     “Non-Defaulting Delayed Draw Term B-1 Lender” means and includes each Delayed Draw Term B-1
Lender other than a “Defaulting Lender”.



     “Non-Defaulting Lender” means and includes each Lender other than a “Defaulting Lender”.



     “Non-U.S. Lender” is defined in Section 4.6.



     “Obligations” means (x) all loans, advances, debts, liabilities and obligations, howsoever
arising, owed by Greektown Holdings and its Subsidiaries under this Agreement to any Lender of
every kind and description (whether or not evidenced by any note or instrument and whether or not
for the payment of money), direct or indirect, absolute or contingent, due or to become due, now
existing or hereafter arising in connection with the Original DIP Credit Agreement, as amended by
this Agreement, or pursuant to the terms of any of the Loan Documents, including all interest,
fees, charges, reasonable expenses, reasonable attorneys’ fees and costs and expenses, reasonable
consultants’ fees and reasonable accountants’ fees chargeable to Greektown Holdings and its
Subsidiaries in connection with such Person’s dealings with Greektown Holdings and its Subsidiaries
and payable by Greektown Holdings and its Subsidiaries hereunder or thereunder; (y) any and all
sums advanced by the Lenders in order to complete or preserve the DIP Collateral or preserve any
Secured Parties’ security interest in the DIP Collateral, including all protective advances; and
(z) in the event of any proceeding for the collection or enforcement of, or any “working out” of,
the Obligations after an Event of Default shall have occurred and be continuing, the reasonable
expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or
realizing on the DIP Collateral, or of any exercise by any Secured Party of its rights under the
Loan Documents, together with reasonable attorneys’ fees and costs and expenses.



     “Obligor” means, as the context may require, the Borrowers, the Subsidiaries of Greektown
Holdings (other than Greektown Corporation) and each other Person (other than the Administrative
Agent, the Issuer or any Lender) to the extent such Person is obligated under this Agreement or any
other Operative Document.



     “Operating Company” is defined in the recitals.



     “Operating Company Membership Interest” means a Membership Interest as defined in the
Organizational Documents of the Operating Company.



     “Operating Component” means the portions of the Budget that set forth the Borrowers’ and the
Subsidiary Guarantors’ cash flow and certain expenditures by the Operating Company.



     “Operating Lease” means any lease for any equipment or Real Property at or for the benefit of
the Temporary Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development
Parcels or the Permanent Casino Complex, as applicable, and classified as an “operating lease”
under GAAP; provided, however, “Operating Lease” shall not include any
Participating Lease.



35









 





     “Operative Document” means any Loan Document, Project Document or Construction Document.



     “Orders” means, as the context may require, the Interim Order and the Amended Final Order.



     “Organizational Document” means, relative to any Obligor, as applicable, its certificate or
articles of incorporation, by laws, certificate of partnership, partnership agreement, certificate
of formation, articles of organization, operating agreement, limited liability company or operating
agreement and all shareholder agreements, voting trusts and similar arrangements applicable to any
of such Obligor’s partnership interests, limited liability company interests or authorized shares
of capital stock.



     “Original Closing Date” is defined in the recitals.



     “Original Collateral” is defined in the recitals.



     “Original DIP Credit Agreement” is defined in the recitals.



     “Original DIP Facility” is defined in the recitals.



     “Original Lenders” is defined in the recitals.



     “Original Loans” is defined in the recitals.



     “Original Order” means the Final Order (I) Authorizing Post-Petition Secured and
Super-Priority Financing Pursuant to Sections 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3),
364(d)(1), 364(e) and 503(b) of the Bankruptcy Code; (II) Authorizing the Debtors to Use Cash
Collateral; (III) Providing Adequate Protection to the Pre-Petition Secured Parties Pursuant to
Sections 361, 362, 363 and 364 of the Bankruptcy Code; and (IV) Modifying the Automatic Stay
Pursuant to Section 362(d) of the Bankruptcy Code entered on June 26, 2008 by the Bankruptcy Court.



     “Other Debtors” means Kewadin and Monroe.



     “Parking Garage” is defined in the recitals.



     “Participant” is defined in Section 13.11.2.



     “Participating Lease” means any lease for Gaming Equipment entered into by the Operating
Company or its Subsidiaries, as lessee, whereby the rental payable to the lessor thereunder, in
whole or in part, is based upon a percentage of the revenues produced by the Gaming Equipment
covered by such lease.



     “PBGC” means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all
of its functions under ERISA.



36









 





     “Pension Plan” means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which
is subject to Title IV of ERISA or any other applicable substantially similar state or territorial
law (excluding, however, a multiemployer plan as defined in Section 4001(a)(3) of
ERISA), and to which Greektown Holdings, any of its Subsidiaries or any corporation, trade or
business that is, along with Greektown Holdings or any of its Subsidiaries, a member of a
Controlled Group, has liability or a reasonable expectation of liability, including any liability
by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any
time during the preceding five (5) years, or by reason of being deemed to be a contributing sponsor
under Section 4069 of ERISA.



     “Percentage” means, relative to any Lender, the applicable percentage relating to such
Lender’s portion of the Revolving Loan Commitment Amount, the Delayed Draw Term A Loan Commitment
Amount, the Delayed Draw Term A-1 Loan Commitment Amount, the Delayed Draw Term B-1 Loan Commitment
Amount or such Lender’s portion of the Letter of Credit Commitment Amount, as the case may be, as
set forth on such Lender’s signature page attached hereto or as set forth in a Lender Assignment
Agreement under the applicable column heading, in each case, as such percentage may be adjusted
from time to time pursuant to Lender Assignment Agreement(s) executed by such Lender and its
Assignee Lender(s) and delivered pursuant to Section 13.11.1. A Lender shall not have any
Commitment to make Delayed Draw Term Loans or Revolving Loans or participate in Letters of Credit,
as the case may be, if its percentage under the applicable column heading is zero percent (0%).



     “Permanent Casino” means the Improvements constructed or to be constructed on the Permanent
Casino Site and the Easements appurtenant thereto in accordance with the Development Agreement.



     “Permanent Casino Complex” means, collectively, the Permanent Casino, the Permanent Casino
Site and the Easements appurtenant to the Permanent Casino Site.



     “Permanent Casino Site” means the portion of the Site and/or the Development Parcels on which
the Permanent Casino is or is to be constructed.



     “Permit” means any material building, construction, land use, environmental or other permit,
license, franchise, approval, consent and authorization (including central bank and planning board
approvals from applicable Governmental Instrumentalities) required for or in connection with the
construction, ownership, use, occupation and operation of the Temporary Casino Complex, the Surplus
Parcels, the Trappers Alley Parcel, the Development Parcels and, if applicable, the Permanent
Casino Complex, the demolition of Improvements on the Development Parcels and the transactions
provided for in this Agreement and the other Operative Documents; provided,
however, “Permit” shall not include any permit, license, approval, consent or authorization
of the MGCB.



     “Permitted Asset Sale” is defined in Section 8.2.12.



     “Permitted Lien” means any of the following types of Liens (excluding, however, any such Lien
imposed pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or by



37









 




ERISA, any such Lien relating to or imposed in connection with any Environmental Claim and any
such Lien expressly prohibited by any applicable terms of any of the Operative Documents):





          (a) Liens in favor of the Borrowers;




          (b) Liens securing the Obligations under the Operative Documents;




          (c) Liens set forth in Item 8.2.3 of the Disclosure Schedule;




          (d) (x) Liens for Impositions or (y) statutory Liens of landlords, and carriers’,
warehousemen’s, construction, suppliers’, materialmen’s, repairmen’s or other similar Liens
arising in the ordinary course of business or under the Construction Documents, in the case
of each of items (x) and (y), with respect to amounts that either (1) are
not yet delinquent or (2) are being contested in good faith by appropriate proceedings;
provided, however, that, in each case, any reserve or other appropriate
provision as shall be required in conformity with GAAP shall have been made therefor;




          (e) easements, rights-of-way, navigational servitude, restrictions, minor defects,
minor encroachments or irregularities in title and other similar charges or encumbrances
which do not interfere in any material respect with the ordinary conduct of business of
Greektown Holdings or any of its Subsidiaries, the Temporary Casino Complex, any of the
Surplus Parcels, the Trappers Alley Parcel, any of the Development Parcels, or, if
applicable, the Permanent Casino Complex;




          (f) Liens created by the Development Agreement;




          (g) licenses of patents, trademarks and other intellectual property rights granted by
Greektown Holdings or its Subsidiaries in the ordinary course of business;




          (h) Liens incurred or deposits made in the ordinary course of business in connection
with workers’ compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal bonds, bids,
leases, government contracts, trade contracts, performance and return of money bonds and
other similar obligations (excluding, however, obligations for the payment
of borrowed money) entered into in the ordinary course of business or to secure obligations
on surety or appeal bonds, so long as no foreclosure, sale or similar proceedings have been
commenced with respect to any portion of the DIP Collateral on account thereof, for amounts
(x) not yet overdue or (y) that are overdue and that (in the case of any such amounts
overdue for a period in excess of thirty (30) days) are being contested in good faith by
appropriate proceedings, so long as (1) such reserves or other appropriate provisions, if
any, as shall be required by GAAP shall have been made for any such contested amounts and
(2) in the case of a Lien with respect to any portion of the DIP Collateral, such contest
proceedings conclusively operate to stay the sale of any portion of the DIP Collateral on
account of such Lien;




          (i) Liens for taxes, assessments or governmental charges or claims the payment of which
is not, at the time due and payable or which is being contested in good faith by appropriate
governmental proceedings promptly instituted and diligently



38









 






contested, so long as (x) such reserve or other appropriate provision, if any, as shall
be required in conformity with GAAP shall have been made therefor and (y) in case of any
charge or claim which has or may become a Lien against any of the DIP Collateral, such
contest proceedings conclusively operate to stay the sale of any portion of the DIP
Collateral to satisfy such charge or claim;




     (j) judgment Liens not constituting an Event of Default;




     (k) Liens arising from precautionary UCC financing statement filings with respect to
Operating Leases permitted under Section 8.2.8;




     (l) Liens securing the Prepetition Credit Agreement;




     (m) separate Liens granted by the Operating Company to each seller or lessor which is a
party to each agreement set forth on Schedule V to secure the obligations of the
Operating Company thereunder provided that the Lien so granted covers only the Gaming
Equipment and the proceeds thereof that are to be provided under the applicable purchase
order and no other DIP Collateral; and




     (n) a Lien granted by the Operating Company to the First National Bank of Kansas and
Universal Premium Acceptance Corporation pursuant to the Insurance Premium Agreement to
secure the obligations of the Operating Company thereunder provided that the Lien so granted
covers only the actual amount of the premium to be refunded to the Borrowers thereunder and
no other DIP Collateral.



     “Person” means any natural person, corporation, limited liability company, partnership, joint
venture, joint stock company, firm, association, trust or unincorporated organization, government,
governmental agency, Governmental Instrumentality, court or any other legal entity, whether acting
in an individual, fiduciary or other capacity.



     “Petition Date” is defined in the recitals.



     “Plan” means any Pension Plan or Welfare Plan.



     “Plan of Reorganization” means the Joint Plans of Reorganization filed with the Bankruptcy
Court by the Debtors and the Administrative Agent.9



     “Plans and Specifications” means all plans, specifications, design documents, schematic
drawings and related items for the design, architecture and construction of the Project that are
prepared prior to or after the Effective Date listed on Schedule III, as the same may be
amended in accordance with the applicable provisions of Sections 8.2.13(b), 8.2.26,
8.2.27 and 8.2.28.



     “Post-Default Carve-Out Account” is defined in clause (a) of Section 8.1.5.



     “Post-Default Carve-Out” is defined in clause (a) of Section 8.1.5.





 




			
	9	 	Definition added by the Fourth Amendment to DIP Credit
Agreement.




39









 










     “Preferred Stock” means any Equity Interest with preferential right of payment of dividends or
distributions, as applicable, or upon liquidation, dissolution or winding up.



     “Prepetition Agent” is defined in the recitals.



     “Prepetition Cash Collateral” means the Prepetition Lenders’ cash collateral, as defined in
Section 363(a) of the Bankruptcy Code.



     “Prepetition Collateral” is defined in the recitals.



     “Prepetition Credit Agreement” is defined in the recitals.



     “Prepetition Issuer” is defined in the recitals.



     “Prepetition Lenders” is defined in the recitals.



     “Prepetition Loans” is defined in the recitals.



     “Prepetition Obligations” means “Obligations” as defined in the Prepetition Credit Agreement.



     “Prepetition Rate Protection Agreements” means the agreements as set forth on Schedule
VI.



     “Prepetition Secured Parties” means, collectively, each Secured Party as such term is defined
in the Prepetition Credit Agreement.



     “Professionals” means, collectively, any and all professional Persons, retained by one or more
of the Borrowers or the Subsidiary Guarantors or the official committee of unsecured creditors
appointed pursuant to an order of the Bankruptcy Court.



     “Project” is defined in the recitals.



     “Project Costs” means all costs incurred or to be incurred in accordance with the Construction
Component of the Budget in connection with the development, design, engineering, procurement,
installation, construction, Final Completion and opening of the Project, including:




     (a) all costs incurred under the Jenkins Skanska Contract and the Contracts;




     (b) insurance costs, legal fees and costs and expenses, financial advisory fees and
expenses, technical fees and expenses (including fees and expenses of the Independent
Consultants), management fees, agency fees (including fees and expenses of the
Administrative Agent), taxes and other out-of-pocket expenses payable by the Borrowers or
any of their Subsidiaries under all documents related to the financing and construction of
the Project; and




     (c) the costs of acquiring Permits for the Project.



40









 





     “Project Documents” means, collectively, the Development Agreement, all Instruments evidencing
ownership of portions of the Temporary Casino Complex by the Operating Company and its
Subsidiaries, all Instruments evidencing ownership of the Permanent Casino Complex by the Operating
Company and its Subsidiaries, in each case, as the same may be amended from time to time in
accordance with the terms and conditions hereof and thereof.



     “QPAM Exemption” is defined in clause (c) of Section 2.8.



     “Real Property” means, relative to any Person, such Person’s present and future right, title
and interest (including any leasehold estate) in




     (a) any plots, pieces or parcels of land;




     (b) any improvements, buildings, structures and fixtures now or hereafter located or
erected thereon or attached thereto of every nature whatsoever;




     (c) any other interests in property constituting appurtenances to the Temporary Casino
Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels, if
applicable, the Permanent Casino Complex or which hereafter shall in any way belong, relate
or be appurtenant thereto; and




     (d) all other rights and privileges thereunto belonging or appertaining and all
extensions, additions, improvements, betterments, renewals, substitutions and replacements
to or of any of the rights and interests described in clause (c).



     “Realty Equity” is defined in the preamble.



     “Realty Equity Mortgage” means, on any date, the Mortgage, Assignment of Rents and Leases,
Security Agreement and Fixture Filing in the principal amount of $290,000,000, made by Realty
Equity, as the mortgagor, to the Prepetition Agent for the benefit of the Prepetition Secured
Parties, as the mortgagee, and recorded with the Wayne County (Michigan) Register of Deeds,
covering the Real Property described on Exhibit L-6, and as thereafter from time to time
further amended, supplemented, amended and restated or otherwise modified.



     “Register” is defined in clause (b) of Section 2.7.



     “Release” means a “release”, as such term is defined in CERCLA.



     “Requested Advance Date” is defined in Section 5.3.2.



     “Required Insurance” is defined in clause (b) of Section 8.1.9.



     “Required Lenders” means, at any time,




     (a) Non-Defaulting Additional Loan Lenders holding at least 51% of the sum of the
aggregate outstanding principal amount of the Additional Loans then held by such
Non-Defaulting Additional Loan Lenders, and



41









 






     (b) Non-Defaulting Lenders holding at least 51% of the sum of the aggregate outstanding
principal amount of the Loans then held by such Non-Defaulting Lenders, plus the Revolving
Loan Commitment Amount (inclusive of the Letter of Credit Outstandings of such
Non-Defaulting Lenders);


provided, however, that amendments affecting only one class of Lenders (with a
separate class for the Revolving Lenders, the Delayed Draw Term A Lenders, the Delayed Draw Term
A-1 Lenders and the Delayed Draw Term B-1 Lenders) will require the approval of the Non-Defaulting
Lenders holding 51% or more of the principal amount of the Loans, Letters of Credit or Commitments
for such class.




     “Required Minimum Contingency” means (x) an amount equal to five (5%) percent of the Direct
Costs included in the Construction Component of the Budget submitted by the Borrowers and approved
by the Administrative Agent in accordance with Section 8.1.3 reduced by (y) the product of
(1) such Required Minimum Contingency amount multiplied by (2) the percentage of the Project
completed on the date that the Advance is made.



     “Restricted Payment” is defined in clause (b) of Section 8.2.6.



     “Restructuring Advisor” means Conway, MacKenzie & Dunleavy, with the engagement led by Charles
Moore, or any other individual approved by the Administrative Agent and the Co-Managers, as
restructuring advisor to the Borrowers and Subsidiary Guarantors.



     “Retainage Amount” means, at any given time, amounts which have accrued and are owing under
the terms of the Jenkins Skanska Contract, a Contract or a Subcontract, as the case may be, for
work or services already provided but which at such time (and in accordance with the terms of the
Jenkins Skanska Contract, the Contract or Subcontract, as the case may be) are being withheld from
payment to Jenkins Skanska, a Contractor or a Subcontractor, as the case may be, until certain
subsequent events (e.g., completion benchmarks) have been achieved under the Jenkins Skanska
Contract or relevant Contract or Subcontract.



     “Revolving Lender” means, as the context may require, any Lender which has made a Revolving
Loan Commitment or holds a Revolving Loan.



     “Revolving Loan” is defined in Section 2.1.2.



     “Revolving Loan Commitment” means, on any date, relative to any Revolving Lender, such
Revolving Lender’s Percentage of the Revolving Loan Commitment Amount reduced by the principal
amount of any Revolving Loans made by such Revolving Lender as of such date. The amount and
Percentage of the Revolving Loan Commitment of each Revolving Lender is set forth on such Lender’s
signature page hereto or in a Lender Assignment Agreement.



     “Revolving Loan Commitment Amount” means the aggregate principal amount of Revolving Loans
which the Revolving Lenders are obligated to make pursuant to clause (a) of Section
2.1. The Revolving Loan Commitment Amount shall not exceed $15,000,000 of which (x) an amount
not to exceed $1,000,000 may be used to reimburse the Issuer for draws under the Letters of Credit
and (y) the balance thereof, may be used by the Borrowers to make capital



42









 




contributions to the Operating Company which it will use to fund construction and operating
costs in accordance with the Budget. As of the Effective Date, $15,000,000 of the Revolving Loans
are outstanding.




     “Revolving Loan Commitment Termination Date” means the earliest of




     (a) December 31, 2009;10




     (b) the date on which any Commitment Termination Event occurs; and




     (c) the DIP Facility Termination Date.



     “S&P” means Standard & Poor’s Ratings Group, Inc., a New York corporation, or any successor
thereto.



     “Sales Process” is defined in clause (a) of Section 8.1.6.



     “Scope Change” means any change in the Work.



     “Second Amendment to DIP Credit Agreement” means the Second Amendment to Amended and Restated
Senior Secured Superpriority Debtor-In-Possession Credit Agreement and Waiver Agreement and among
the Borrowers, the Subsidiary Guarantors and MLCC, in its capacity as the Administrative Agent for
the benefit of the Lenders, dated as of May 29, 2009.11



     “Secured Party” means the Lenders, the Issuer and the Administrative Agent and, in each case,
their respective successors, transferees and assigns.



     “Senior Notes” means those certain senior unsecured notes in an amount of up to $185,000,000
issued by the Borrowers pursuant to an indenture dated December 2, 2005.



     “Site” is defined in the recitals and is more fully described in Exhibit L-1 hereto.



     “Source” is defined in Section 2.8.



     “Stated Amount” of each Letter of Credit means the total amount available to be drawn under
such Letter of Credit upon the issuance thereof.



     “Stated Expiry Date” is defined in Section 2.6.



     “Stated Maturity Date” means




     (a) with respect to all of the Delayed Draw Term Loans and Revolving Loans, the earlier
of (x) December 31, 2009 or (y) the effective date of the Plan of Reorganization for the
Borrowers;12





 




			
	10	 	Amended by the Fourth Amendment to DIP Credit
Agreement.
	 
	11	 	Definition added by the Second Amendment to DIP Credit
Agreement.
	 
	12	 	Amended by the Fourth Amendment to DIP Credit
Agreement.




43









 











     (b) with respect to all Revolving Loans, the proceeds of which are to fund all or a
portion of any Letter of Credit Reimbursement Obligation, the second Business Day
immediately following the Letter of Credit Disbursement Date.



     “Subcontract” means a contract between Jenkins Skanska and a Subcontractor which has been
entered into in accordance with the Jenkins Skanska Contract.



     “Subcontractor” is defined in the Jenkins Skanska Contract.



     “Subsidiary” means, relative to any Person, any corporation, partnership or other business
entity of which more than 50% of the outstanding capital stock (or other ownership interest) having
ordinary voting power to elect the board of directors, managers or other voting members of the
governing body of such Person (irrespective of whether at the time Capital Stock (or other
ownership interest) of any other class or classes of such Person shall or might have voting power
upon the occurrence of any contingency) is at the time owned directly or indirectly by such Person,
by such Person and one or more other Subsidiaries of such Person, or by one or more other
Subsidiaries of such Person. Except as otherwise indicated herein, references to Subsidiaries
refer to Subsidiaries of Greektown Holdings.



     “Subsidiary Guarantor” and “Subsidiary Guarantors” are defined in the preamble.



     “Substantially Complete” is defined in the Jenkins Skanska Contract.



     “Supplemental Insurance Agreement” is defined in clause (b) of Section 8.1.9.



     “Surplus Parcels” is defined in the recitals.



     “TALP” means Trappers Alley Limited Partnership.



     “Tax” means any federal, state, local, foreign or other tax, levy, impost, fee, assessment or
other government charge, including income, estimated income, business, occupation, franchise,
property, payroll, personal property, sales, transfer, use, employment, commercial rent, occupancy,
franchise or withholding taxes, and any premium, including interest, penalties and additions in
connection therewith.



     “Tax Certificate” means a Tax Certificate substantially in the form of Exhibit H
hereto.



     “Temporary Casino” is defined in the recitals.



     “Temporary Casino Complex” is defined in the recitals.



     “TGCP” is defined in the preamble.



     “TGCP Mortgage” means, on any date, the Mortgage, Assignment of Rents and Leases, Security
Agreement and Fixture Filing in the principal amount of $290,000,000, made by TGCP, as the
mortgagor, to the Prepetition Agent for the benefit of the Prepetition Secured Parties, as the
mortgagee, and recorded in Liber 44031, Page 189 of the Official Records of Wayne County,



44









 




Michigan, covering the Real Property described on Exhibit L-2, and as thereafter from
time to time further amended, supplemented, amended and restated or otherwise modified.




     “Third Amendment to DIP Credit Agreement” means the Third Amendment to Amended and Restated
Senior Secured Superpriority Debtor-In-Possession Credit Agreement and Waiver Agreement and among
the Borrowers, the Subsidiary Guarantors and MLCC, in its capacity as the Administrative Agent for
the benefit of the Lenders, dated as of July 23, 2009.



     “Transaction” means the transactions contemplated by the Operative Documents and the
Construction Documents.



     “Transaction Documents” means, collectively, the Construction Documents and the Operative
Documents.



     “Trappers Alley Lease” means, on any date, the Lease, between the Operating Company and TALP
dated as of February 1, 1999, (i) as amended by the First Amendment to Lease Agreement, dated as of
July 30, 1999, and the Second Amendment to Lease Agreement, dated as of November 19, 1999, and (ii)
as assigned by that certain Assignment and Assumption of Lease Agreement dated April 30, 2001 by
TALP, as assignor, to TGCP, as assignee, and as thereafter from time to time amended, supplemented,
amended and restated or otherwise modified in accordance with the terms hereof.



     “Trappers Alley Parcel” means that portion of the Site leased by TALP to the Operating Company
pursuant to the Trappers Alley Lease, as more particularly described in Exhibit L-2 hereto.



     “Tribe” is defined in the recitals.



     “type” means, relative to any Loan, the portion thereof, if any, being maintained as a Base
Rate Loan or a LIBO Rate Loan.



     “Unallocated Contingency Balance” means an amount equal to (x) the Required Minimum
Contingency amount minus (y) contingency amounts allocated to Line Items for Project Costs
in the Construction Component of the Budget in the discretion of the Borrowers, provided that the
Unallocated Contingency Balance is not less than the Required Minimum Contingency after such
allocations are taken into account; plus (z) the difference between the budgeted amount for
a Line Item in the Construction Component of the Budget and the actual Project Cost for such Line
Item, if the Borrowers elect to allocate such difference to the Unallocated Contingency Balance.



     “United States” or “U.S.” means the United States of America, its fifty states and the
District of Columbia.



     “Unsuitable Lender” is defined in clause (c) of Section 4.11.



     “U.S. Trustee” means the United States Trustee for the Eastern District of Michigan, Southern
Division.



45









 





     “USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272
(2001), as the same has been, or shall hereafter be, renewed, extended, amended or replaced.



     “Welfare Plan” means a “welfare plan”, as such term is defined in Section 3(1) of ERISA.



     “Wells Fargo” means Wells Fargo Foothill, Inc.



     “Work” is defined in the Jenkins Skanska Contract.



     SECTION 1.2 Use of Defined Terms. Unless otherwise defined or the context otherwise
requires, terms for which meanings are provided in this Agreement shall have such meanings when
used in each other Loan Document, the Disclosure Schedule, any Borrowing Request, Advance Request,
Letter of Credit Issuance Request, Continuation/Conversion Notice, Compliance Certificate, notice
or other communications delivered from time to time in connection with this Agreement or any other
Loan Document. All references in the Loan Documents to the “DIP Credit Agreement” (whether to the
defined term individually or if identified as the Senior Secured Superpriority Debtor-In-Possession
Credit Agreement dated as of June 9, 2008, by and among the Borrowers, the Subsidiary Guarantors,
the Original Lenders, the Issuer and the Administrative Agent) shall be deemed to refer to this
Agreement.



     SECTION 1.3 Cross-References. Unless otherwise specified, references in this
Agreement and in each other Loan Document to any Article or Section are references to such Article
or Section of this Agreement or such other Loan Document, as the case may be, and, unless otherwise
specified, references in any Article, Section or definition to any item or clause are references to
such item or clause of such Article, Section or definition.



     SECTION 1.4 Accounting and Financial Determinations. Unless otherwise specified, all
accounting terms used herein or in any other Loan Document shall be interpreted, and all accounting
determinations and computations hereunder or thereunder (including under Section 8.2.4)
shall be made, in accordance with the generally accepted accounting principles (“GAAP”) applied in
the United States in the preparation of the financial statements to be provided by Greektown
Holdings and its Subsidiaries from time to time in accordance with Section 8.1.1. If any
change in accounting principles from those used in the preparation of the audited financial
statement referred to in Section 7.6 hereafter occasioned by the promulgation of any rule,
regulation, pronouncement, interpretation or opinion by or required by GAAP would result in a
change in the method of calculation of financial covenants, standards or terms found in clause
(b) of Section 8.1.1 or Section 8.2.4, the parties hereto agree to enter into
negotiations in order to amend such provisions so as to equitably reflect such changes with the
desired result that the criteria for determining compliance with such Sections shall be the same
after such change as if such change had not been made; provided, however, the
parties hereto agree to construe all terms of an accounting or financial nature in accordance with
GAAP as in effect prior to any such change in accounting principles until the parties hereto have
amended the applicable provisions of this Agreement.



46









 





ARTICLE II




COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES, AND LETTERS OF CREDIT




     SECTION 2.1 Commitments. On the terms and subject to the conditions of this
Agreement;




     (a) each Lender severally agrees to make Loans pursuant to its Commitments, in each
case as described in this Section 2.1; and




     (b) (i) pursuant to Section 2.1.3, (x) the Issuer agrees that it will issue
Letters of Credit, and (ii) each Lender that has a Revolving Loan Commitment severally
agrees that it will purchase a participation interest in such Letters of Credit pursuant to
Section 2.6.1 and that such Lender shall fund promptly, to the extent of its then
existing Revolving Loan Commitment, the amount of any Letter of Credit Reimbursement
Obligation required to be funded by such Lender in accordance with Section 2.6.3.


No Lender shall have any liability for the failure of another Lender to make its Commitment
available or to advance such Lender’s Percentage of any Loans to be made to the Borrowers.




     SECTION 2.1.1 Delayed Draw Term Loans and Delayed Draw Term Loan Commitments. (a) On
any Business Day occurring from and after the Original Closing Date but prior to the Delayed Draw
Term Loan Commitment Termination Date, each Delayed Draw Term A Lender that has a Delayed Draw Term
A Loan Commitment will make a loan (relative to such Lender, its “Delayed Draw Term A Loan”) to the
Borrowers equal to such Lender’s Percentage of the aggregate amount of such Borrowing of the
Delayed Draw Term A Loans to be made to the Borrowers on such day for Project Costs in accordance
with the Construction Component of the Budget (or repayment of Revolving Loans which previously
funded such Project Costs), and to the extent not funded from Revolving Loans, for payment of
amounts necessary for the Borrowers and the Subsidiary Guarantors to reimburse the reasonable and
documented fees and expenses incurred by the Administrative Agent and its professionals in
connection with the preparation, negotiation, administration and enforcement of the terms of the
DIP Facility. On the terms and subject to the conditions hereof, the Borrowers may prepay the
Delayed Draw Term A Loans but no amount paid or prepaid with respect to the Delayed Draw Term A
Loans may be reborrowed.




     (b) On any Business Day occurring from and after the Effective Date but prior to the
Delayed Draw Term Loan Commitment Termination Date, each Delayed Draw Term A-1 Lender that
has a Delayed Draw Term Loan Commitment will make a loan (relative to such Lender, its
“Delayed Draw Term A-1 Loan”) to the Borrowers equal to such Lender’s Percentage of the
aggregate amount of such Borrowing of the Delayed Draw Term A-1 Loans to be made to the
Borrowers on such day for (i) Project Costs in accordance with the Construction Component of
the Budget (or repayment of Revolving Loans which previously funded such Project Costs),
(ii) operating costs incurred by the Operating Company in accordance with the Operating
Component of the Budget, and (iii) to the extent not funded from Revolving Loans, for
payment of amounts necessary for the



47









 






Borrowers and the Subsidiary Guarantors to reimburse the reasonable and documented fees
and expenses incurred by the Administrative Agent and its professionals in connection with
the preparation, negotiation, administration and enforcement of the terms of the DIP
Facility. On the terms and subject to the conditions hereof, the Borrowers may prepay the
Delayed Draw Term A-1 Loans but no amount paid or prepaid with respect to the Delayed Draw
Term A-1 Loans may be reborrowed. The Delayed Draw Term A-1 Loans shall be available (x)
only after the Borrowers have fully drawn the Delayed Draw Term A Loans and (y) for
operating costs incurred by the Operating Company in accordance with the Operating Component
of the Budget only after (1) the Confirmation Date, (2) the Borrowers have funded all
Project Costs in accordance with the Construction Component of the Budget and (3) the
Delayed Draw Term B-1 Loans have been fully drawn by the Borrowers.13




     (c) On any Business Day occurring from and after the Effective Date but prior to the
Delayed Draw Term B-1 Loan Commitment Termination Date, each Delayed Draw Term B-1 Lender
that has a Delayed Draw Term B-1 Loan Commitment will make a loan (relative to such Lender,
its “Delayed Draw Term B-1 Loan”) to the Borrowers equal to such Lender’s Percentage of the
aggregate amount of such Borrowing of the Delayed Draw Term B-1 Loans to be made to the
Borrowers on such day for (i) Project Costs in accordance with the Construction Component of
the Budget, (ii) operating costs incurred by the Operating Company in accordance with the
Operating Component of the Budget, and (iii) to the extent not funded from Revolving Loans,
for payment of amounts necessary for the Borrowers and the Subsidiary Guarantors to
reimburse the reasonable and documented fees and expenses incurred by the Administrative
Agent and its professionals in connection with the preparation, negotiation, administration
and enforcement of the terms of the DIP Facility. On the terms and subject to the
conditions hereof, the Borrowers may prepay the Delayed Draw Term B-1 Loans but no amount
paid or prepaid with respect to the Delayed Draw Term B-1 Loans may be reborrowed. The
Delayed Draw Term B-1 Loans shall be available (x) for Project Costs in accordance with the
Construction Component of the Budget only after the Borrowers have fully drawn the Delayed
Draw Term A Loans and (y) at the amount(s) set forth in Section 8.1.38 upon the
Borrowers’ satisfaction of the Additional DIP Milestones by the applicable Additional DIP
Milestone Dates.



     SECTION 2.1.2 Revolving Loans and Revolving Loan Commitments. From time to time on
any Business Day occurring from and after the Original Closing Date but prior to the Revolving Loan
Commitment Termination Date, each Lender that has a Revolving Loan Commitment will make a loan
(relative to such Lender, its “Revolving Loan”) to the Borrowers equal to such Lender’s Percentage
of the aggregate amount of each Borrowing of the Revolving Loans requested by the Borrowers to be
made on such day. The balance of the Revolving Loan Commitments shall only be available to the
Borrowers from time to time to reimburse the Issuer for, or fund drawings of, one or more Letters
of Credit up to the maximum aggregate Stated Amount of $1,000,000. Proceeds from the Revolving
Loans (x) may be used to reimburse the Issuer for draws under the Letters of Credit to be issued by
the Issuer hereunder subject to the terms hereof, and (y) the balance thereof, may be used by the
Borrowers to fund (A) prior to the





 




			
	13	 	Amended by the Fourth Amendment to DIP Credit
Agreement.




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Delayed Draw Term Loan Commitment Termination Date, Project Costs which, pursuant to the
Construction Component of the Budget, are to be funded from the Delayed Draw Term A Loans or the
Delayed Draw Term A-1 Loans but payment of such Project Costs is required before the date of the
next Advance, (B) after the Delayed Draw Term Loan Commitment Termination Date, Project Costs, (C)
operating costs incurred by the Operating Company in accordance with the Operating Component of the
Budget, and (D) to the extent not funded from Delayed Draw Term Loans, for payment of amounts
necessary for the Borrowers and the Subsidiary Guarantors to reimburse the reasonable and
documented fees and expenses incurred by the Administrative Agent and its professionals in
connection with the preparation, negotiation, administration and enforcement of the terms of the
DIP Facility. The Borrowers shall submit a Borrowing Request under Section 2.3.1 for
funding of Project Costs from Revolving Loans pursuant to items (A) and (B)
above. Immediately after funding Project Costs from Revolving Loans pursuant to item (A)
above, the Borrowers will include in its next Advance Request a request for Delayed Draw Term A
Loans or the Delayed Draw Term A-1 Loans, as applicable, in the amount so funded from Revolving
Loans pursuant to item (A), the proceeds of which will be applied by the Borrowers to
prepay the Revolving Loans in such amount on the date that the Advance therefor is made.
Notwithstanding anything to the contrary set forth in this Agreement, the Borrowers and the
Subsidiary Guarantors will prepay such Revolving Loans made under item (A) above from
proceeds of such Delayed Draw Term A Loans or Delayed Draw Term A-1 Loans and shall not use
Available Cash for such prepayment. From and after the time all Delayed Draw Term Loans have been
repaid in full in accordance with this Agreement and so long as no Default exists, the Borrowers
may from time to time borrow, prepay and reborrow the Revolving Loans on the terms and subject to
the conditions hereof (except as limited under clause (b) of Section 3.1.1), the
proceeds of which shall be used by the Borrowers to make capital contributions to the Operating
Company which it will use as set forth in this Section 2.1.2.




     SECTION 2.1.3 Letter of Credit Commitment. From time to time on any Business Day
occurring from and after the Original Closing Date but prior to the Revolving Loan Commitment
Termination Date, the Issuer will issue one or more standby letters of credit (the “Letter of
Credit”) in form reasonably satisfactory to the Borrowers for the benefit of the Operating Company
in the Stated Amount requested by the Borrowers on such day. The Letters of Credit shall expire no
later than May 25, 2009; provided, however, subject to the terms hereof, from time
to time the Issuer may extend the Stated Expiry Date of any such Letter of Credit to December 18,
2009.14



     SECTION 2.1.4 Lenders Not Permitted or Required to Make Loans. No Lender shall be
permitted or required to make any Loan if, after giving effect thereto, the aggregate outstanding
principal amount of:




     (a) all Revolving Loans




               (i) of all Lenders with a Revolving Loan Commitment would exceed the Revolving
Loan Commitment Amount reduced by the aggregate amount of the
outstanding Revolving Loans and the aggregate amount of all Letter of Credit
Outstandings, or





 




			
	14	 	Amended by the Fourth Amendment to DIP Credit
Agreement.






49












 






               (ii) of such Lender with a Revolving Loan Commitment would exceed such
Lender’s Revolving Loan Commitment reduced by the aggregate amount
of such Lender’s outstanding Revolving Loans and such Lender’s Percentage of the
aggregate amount of all Letter of Credit Outstandings; or




(b) all Delayed Draw Term Loans




               (i) of all Delayed Draw Term Lenders with a Delayed Draw Term Loan Commitment
would exceed the Delayed Draw Term Loan Commitment Amount reduced
by the aggregate amount of the outstanding Delayed Draw Term Loans, or




               (ii) of such Delayed Draw Term Lender with a Delayed Draw Term Loan Commitment
would exceed such Delayed Draw Term Lender’s Delayed Draw Term Loan Commitment
reduced by such Lender’s then outstanding Delayed Draw Term Loans.



     SECTION 2.1.5 Issuer Not Permitted or Required to Issue Letters of Credit. The Issuer
shall not be permitted or required to issue any Letter of Credit if, after giving effect thereto,
the aggregate amount of all Letter of Credit Outstandings would exceed the Letter of Credit
Commitment Amount.



     SECTION 2.1.6 Reduction of the Commitments.




     (a) The Borrowers may, from time to time on any Business Day occurring after
completion of the Permanent Casino Complex, voluntarily reduce first, the Delayed Draw Term
A-1 Loan Commitment Amount, second, the Delayed Draw Term B-1 Loan Commitment Amount and
thereafter, the Delayed Draw Term A Loan Commitment Amount or the Revolving Loan Commitment
Amount on the Business Day so specified by the Borrowers; provided,
however, that no such reduction of the Revolving Loan Commitment Amount shall apply
to Letter of Credit Outstandings and all such reductions shall require at least one (1)
Business Day’s prior written notice to the Administrative Agent and be permanent. Any
partial reduction of the Delayed Draw Term A Loan Commitment Amount, the Delayed Draw Term
A-1 Loan Commitment Amount, the Delayed Draw Term B-1 Loan Commitment Amount or the
Revolving Loan Commitment Amount shall be in a minimum amount of $1,000,000 and in an
integral multiple of $500,000. Any such reduction shall be made pro rata according to the
respective Percentage of the relevant Lender.




     (b) The Delayed Draw Term B-1 Required Lenders may reduce the Delayed Draw Term B-1
Loan Commitment Amount to the amount(s) set forth in Section 8.1.38 if the
Borrowers fail to satisfy the Additional DIP Milestones by the applicable Additional DIP
Milestone Dates.



     SECTION 2.1.7 Termination of Commitments. The Delayed Draw Term A Loan Commitments and the
Delayed Draw Term A-1 Loan Commitments shall terminate



50









 




automatically and without further action on the Delayed Draw Term Loan Commitment Termination Date.
The Delayed Draw Term B-1 Loan Commitments shall terminate automatically and without further
action on the Delayed Draw Term B-1 Loan Commitment Termination Date. The Revolving Loan
Commitments shall terminate automatically and without further action on the Revolving Loan
Commitment Termination Date.




     SECTION 2.2 Use of Available Cash and Cash Collateral. The Revolving Loans and the
Delayed Draw Term B-1 Loans shall be available only after the Loan Parties use all of their cash
that constitutes Available Cash in the amount set forth in the most recent report to be delivered
to the Administrative Agent pursuant to clause (e) of Section 8.1.1 to fund the
amounts set forth in the applicable Borrowing Request or Advance Request; provided,
however, that the Borrowers and the Subsidiary Guarantors shall not spend any cash,
including cash collateral and Available Cash except as approved pursuant to the Budget. The
Borrowers and the Subsidiary Guarantors will use all Available Cash to fund the Operating Component
of the Budget; provided, however, that if at any time the Borrowers and the
Subsidiary Guarantors have Excess Available Cash, such Excess Available Cash shall be applied to
the prepayment of the Delayed Draw Term Loans, the Revolving Loans and the Prepetition Loans in
accordance with clause (b) of Section 3.1.1. The use of Available Cash by the
Borrowers and the Subsidiary Guarantors shall terminate from and after acceleration of the DIP
Facility by the Required Lenders upon the occurrence of an Event of Default.



     SECTION 2.3 Borrowing Procedure. Loans shall be made by the Lenders in accordance
with this Section 2.3 and, in the case of Loans for construction costs in accordance with
the Construction Component of the Budget, Article V.



     SECTION 2.3.1 Borrowing Procedure. On the terms and subject to the conditions of this
Agreement, by delivering a Borrowing Request (a) in the case of Revolving Loans for operating costs
set forth in the Operating Component of the Budget, or for Project Costs set forth in the
Construction Component of the Budget, as applicable, or (b) in the case of Delayed Draw Term A-1
Loans15 or Delayed Draw Term B-1 Loans for operating costs set forth in the Operating
Component of the Budget, or an Advance Request in the case of Delayed Draw Term A Loans, Delayed
Draw Term A-1 Loans or Delayed Draw Term B-1 Loans for Project Costs set forth in the Construction
Component of the Budget, to the Administrative Agent on or before 10:00 a.m., New York City time,
on a Business Day, Greektown Holdings may from time to time irrevocably request, on not less than
one Business Day’s notice in the case of Base Rate Loans, or three Business Days’ notice in the
case of LIBO Rate Loans, and in either case not more than five (5) Business Days’ notice, that a
Borrowing be made. On the terms and subject to the conditions of this Agreement, each Borrowing
shall be comprised of the type of Loans, and shall be made on the Business Day, specified in such
Borrowing Request or Advance Request, as applicable, executed by an Authorized Representative of
the Borrowers and the Subsidiary Guarantors to the effect that (i) the proposed Credit Extension
and its intended use are consistent with the terms of the Loan Documents and the
Budget and are necessary, after giving effect to the application of Available Cash as set
forth herein, (ii) the Borrowers and the Subsidiary Guarantors have observed or performed all of
their covenants and other agreements and have satisfied in all material respects every condition
contained in the Loan Documents to be observed, performed or satisfied by one or more of them, and
(iii) such Authorized Representative has no knowledge of any Default. On or before 2:00 p.m. (New
York City time)





 




			
	15	 	Amended by the Fourth Amendment to DIP Credit
Agreement.




51









 









on such Business Day each Lender that has a Commitment to make the Loans being
requested shall deposit with the Administrative Agent same day funds in an amount equal to such
Lender’s Percentage of the requested Borrowing. Such deposit will be made to an account which the
Administrative Agent shall specify from time to time by notice to the Lenders. To the extent funds
for Loans are received from the Lenders, the Administrative Agent shall make such funds available
to the Borrowers by wire transfer to the account specified in the Borrowing Request or Advance
Request, as the case may be.




     SECTION 2.3.2 Delayed Draw Term Loans.




     (a) On the terms and subject to the conditions of this Agreement and prior to the
Delayed Draw Term Loan Commitment Termination Date, Greektown Holdings may from time to
time irrevocably request that Delayed Draw Term A Loans and Delayed Draw Term A-1 Loans be
made by the Lenders. Any such request for such unfunded Delayed Draw Term A Loans and
Delayed Draw Term A-1 Loans shall be made in accordance with Section 2.3.1 and
Article V.




     (b) On the terms and subject to the conditions of this Agreement and prior to the
Delayed Draw Term B-1 Loan Commitment Termination Date, Greektown Holdings may from time to
time irrevocably request that Delayed Draw Term B-1 Loans be made by the Lenders. Any such
request for such unfunded Delayed Draw Term B-1 Loans shall be made in accordance with
Section 2.3.1 and Article V.



     SECTION 2.3.3 Revolving Loans. On the terms and subject to the conditions of this
Agreement prior to the Revolving Loan Commitment Termination Date, Greektown Holdings may from time
to time irrevocably request that Revolving Loans be made by the Lenders. Any such request for such
Revolving Loans shall be made in accordance with Section 2.3.1 and Article V;
provided, however, that any of the Revolving Loans which are advanced by the
Lenders to reimburse the Issuer for, or fund draws under, a Letter of Credit shall be made in
accordance with Sections 2.6.1 and 2.6.2.



     SECTION 2.4 Continuation and Conversion Elections. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 10:00 a.m., New York City
time, on a Business Day, Greektown Holdings may from time to time irrevocably elect, on not less
than one (1) Business Day’s notice in the case of conversion to Base Rate Loans, or three (3)
Business Days’ notice in the case of continuation of or conversion to LIBO Rate Loans, and in
either case not more than five (5) Business Days’ notice, that all, or any portion in an aggregate
minimum amount of $1,000,000 and an
integral multiple of $500,000, in the case of LIBO Rate Loans, or an aggregate minimum amount
of $1,000,000 and an integral multiple of $500,000, in the case of Base Rate Loans, be, in the case
of Base Rate Loans, converted into LIBO Rate Loans or be, in the case of LIBO Rate Loans, converted
into Base Rate Loans or continued as LIBO Rate Loans (in the absence of delivery of a
Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three (3) Business Days
(but not more than five (5) Business Days) before the last day of the then current Interest Period
with respect thereto, but subject in all events to clause (y) in the proviso of
this sentence, such LIBO Rate Loan shall, on such last day, automatically convert to a LIBO Rate
Loan having a one (1) month Interest Period); provided, however, that (x) each such
conversion or continuation shall be pro rated



52









 




among the applicable outstanding
Loans of all Lenders that have made such Loans and (y) no portion of the outstanding principal
amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default has
occurred and is continuing.




     SECTION 2.5 Funding. Each Lender may, if it so elects, fulfill its obligation to
make, continue or convert LIBO Rate Loans hereunder by causing one of its foreign branches or
Affiliates (or an international banking facility created by such Lender) to make or maintain such
LIBO Rate Loan; provided, however, that such LIBO Rate Loan shall nonetheless be
deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to
repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign
branch, Affiliate or international banking facility. In addition, each Borrower hereby consents
and agrees that, for purposes of any determination to be made for purposes of Section 4.1,
4.2, 4.3 or 4.4, it shall be conclusively assumed that each Lender elected
to fund all LIBO Rate Loans by purchasing Dollar deposits in its relevant interbank eurodollar
market.



     SECTION 2.6 Letter of Credit Issuance Procedures. By delivering to the Administrative
Agent (i) a Letter of Credit Issuance Request and (ii) if requested by the Issuer, the Issuer’s
standard letter of credit application, in each case, on or before 10:00 a.m., New York City time,
on a Business Day, Greektown Holdings may, subject to the terms set forth in Section 2.1.3,
from time to time irrevocably request, on not less than three (3) nor more than ten (10) Business
Days’ notice that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an
irrevocable Letter of Credit in such form as may be requested by Greektown Holdings and approved by
the Issuer, solely for the benefit of the Operating Company to fund, or secure payment of
construction or operating costs set forth in the Budget. Each Letter of Credit shall by its terms
be stated to expire on a date (its “Stated Expiry Date”) no later than December 18,
2009.16



     SECTION 2.6.1 Other Lenders’ Participation. With respect to each Letter of Credit
issued or outstanding pursuant hereto, and without further action, each Revolving Lender (other
than the Issuer) shall be deemed to have irrevocably purchased, to the extent of its Letter of
Credit Commitment, a participation interest in such Letter of Credit (including any Letter of
Credit Reimbursement Obligation with respect thereto), and each Revolving Lender (other than the
Issuer) shall, to the extent of its then existing Revolving Loan Commitment, be responsible for funding promptly (and in any event within one
(1) Business Day) to the Issuer such Lender’s Percentage of any Letter of Credit Reimbursement
Obligation which has not otherwise been reimbursed by the Borrowers in accordance with Section
2.6.3. In addition, each Revolving Lender shall, to the extent of its Revolving Loan
Commitment, be entitled to receive a ratable portion of the Letter of Credit fees payable pursuant
to Section 3.3.5 with respect to each Letter of Credit (but not the Fronting Fee payable to
the Issuer of such Letter of Credit pursuant to Section 3.3.6) and of interest payable
pursuant to Section 3.2 with respect to any Letter of Credit Reimbursement Obligation. To
the extent that a Revolving Lender has reimbursed any Issuer for a Letter of Credit Disbursement as
required by this Section 2.6.1, such Revolving Lender shall be entitled to receive its
ratable portion of any amounts subsequently received (from the Borrowers or otherwise) in respect
of such Letter of Credit Disbursement. The obligations of each Revolving Lender under this
Section 2.6.1 are obligatory on the part of each Revolving Lender,





 




			
	16	 	Amended by the Fourth Amendment to DIP Credit
Agreement.




53









 









 such obligations of each
Revolving Lender shall be performed whether or not a Default exists hereunder and whether or not
the conditions set forth in Article VI of this Agreement have been satisfied, shall be
absolute, unconditional, and irrevocable, and shall be performed by each Revolving Lender strictly
in accordance with the terms and provisions of this Agreement, under any and all circumstances and
irrespective of any set-off, counterclaim, or defense to payment which the Revolving Lenders,
individually or collectively, may have or have had against the Issuer, the other Lenders or the
Administrative Agent, shall not be subject to the requirement that the Borrowers reimburse the
Issuer for any sight drafts presented under any Letter of Credit and shall be independent of all of
the obligations of the Borrowers, the Lenders and/or the Administrative Agent. Notwithstanding
anything to the contrary in this Section 2.6.1, so long as any Letter of Credit is
outstanding and supports an obligation, each of the Revolving Lenders shall have the absolute
obligation, including in the event that the beneficiary of a Letter of Credit draws on such Letter
of Credit (pursuant to a right set forth in such Letter of Credit or otherwise) after a Commitment
Termination Event with respect to the Revolving Loans occurs, to make a Revolving Loan to the
Borrowers in accordance with Section 2.6.2 and disburse the proceeds thereof directly to
the Issuer.




     SECTION 2.6.2 Letter of Credit Disbursements. The Issuer will notify Greektown
Holdings and the Administrative Agent promptly of the presentment for payment of any Letter of
Credit, together with notice of the date (the “Letter of Credit Disbursement Date”) such payment
shall be made (each such payment, a “Letter of Credit Disbursement”). Immediately thereafter, the
Administrative Agent shall give telephonic and facsimile notice to the Revolving Lenders of the
presentation of such sight draft, the amount of such sight draft, the date on which payment thereon
has been or will be made, and the Percentage of each such Revolving Lender in the amount of such
sight draft together with a copy of the sight draft and accompanying documents. A copy of such
sight draft, together with such accompanying documents, shall, for purposes of this Agreement, be
deemed to be a Borrowing Request for a Revolving Loan to each of the Revolving Lenders which, on
the date of such Borrowing, shall bear interest at the Base Rate. Subject to the terms and
provisions of such Letter of Credit, the Issuer shall make such Letter of Credit Disbursement to
the beneficiary (or its designee) of such Letter of Credit. Prior to 2:00 p.m., New York City
time, on the first Business Day following the
date on which notice was given by the Administrative Agent to the Revolving Lenders, the
Revolving Lenders shall advance as an obligatory advance hereunder a Revolving Loan to the
Administrative Agent (whether or not the Borrowers have satisfied the conditions set forth in
Article VI of this Agreement), for the account of the Issuer, in an amount equal to such
Revolving Lender’s Percentage of the amount which the Issuer has disbursed under such Letter of
Credit, together with interest thereon at a rate per annum then in effect for Base
Rate Loans (with the Applicable Base Rate Margin accruing on such amount) pursuant to Section
3.2 for the period from the Letter of Credit Disbursement Date through the date of such
reimbursement. The Revolving Loans made pursuant to this Section 2.6.2 shall be applied to
the payment of such sight draft (and at the election of the Issuer be advanced directly to the
beneficiary) and shall not be used for any other purpose. Without limiting in any way the
foregoing and notwithstanding anything to the contrary contained herein or in any separate
application for any Letter of Credit, each Borrower hereby acknowledges and agrees that it shall be
obligated to reimburse the Issuer upon each Letter of Credit Disbursement by means of a Borrowing
of Revolving Loans made pursuant to this Section 2.6.2. Upon the occurrence and during the
continuance of an Event of Default under Section 9.1.9, all amounts payable by the
Revolving Lenders pursuant to this Section 2.6.2



54









 




shall be deemed to be the funding to the
Issuer of each such Revolving Lender’s Percentage of such Letter of Credit Reimbursement Obligation
in accordance with Section 2.6.1.




     SECTION 2.6.3 Reimbursement. The obligation (a “Letter of Credit Reimbursement
Obligation”) of the Borrowers under Section 2.6.2 to reimburse the Issuer with respect to
each Letter of Credit Disbursement (including interest thereon), and, upon the failure of the
Borrowers to reimburse the Issuer, each Revolving Lender’s obligation under Section 2.6.1
to reimburse the Issuer, shall be absolute, unconditional and irrevocable under any and all
circumstances and irrespective of any setoff, counterclaim or defense to payment which the
Borrowers or such Revolving Lender, as the case may be, may have or have had against the Issuer or
any other Revolving Lender, including any defense based upon the failure of any Letter of Credit
Disbursement to conform to the terms of the applicable Letter of Credit (if, in the Issuer’s good
faith opinion such Letter of Credit Disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit;
provided, however, that after paying in full its Letter of Credit Reimbursement
Obligation hereunder, nothing herein shall adversely affect the right of the Borrowers or such
other Revolving Lender, as the case may be, to commence any proceeding against the Issuer for any
wrongful Letter of Credit Disbursement made by the Issuer under a Letter of Credit as a result of
acts or omissions constituting gross negligence or willful misconduct on the part of the Issuer.



     SECTION 2.6.4 Deemed Letter of Credit Disbursements. Either (i) with notice from the
Administrative Agent or (ii) upon the occurrence and during the continuance of an Event of Default
under Section 9.1.9,




     (a) an amount equal to that portion of all Letter of Credit Outstandings attributable
to the then aggregate amount which is undrawn and available under all Letters of Credit
issued and outstanding hereunder shall, without demand upon
or notice to the Borrowers, be deemed to have been paid or disbursed by the Issuer
under such Letters of Credit (notwithstanding that such amount may not in fact have been so
paid or disbursed); and




     (b) upon notification by the Administrative Agent to Greektown Holdings of its
obligations under this Section, the Borrowers shall be immediately obligated to reimburse
the Issuer for the amount deemed to have been so paid or disbursed by such Issuer, in which
case the last four sentences of Section 2.6.2 shall apply.


Any amounts so payable by the Borrowers pursuant to this Section 2.6.4 shall be deposited
in cash with the Administrative Agent and held as collateral security for the Obligations in
connection with the Letters of Credit issued by the Issuer, and the Administrative Agent shall make
disbursements thereof from time to time to reimburse the Issuer for payments made by the Issuer
with respect to Letters of Credit. At such time when the Default giving rise to the deemed
disbursements hereunder shall have been cured (and, in the case of an Event of Default, such cure
is accepted by the Administrative Agent and the Loans are reinstated by the Lenders or the Required
Lenders, as applicable, in accordance with this Agreement) or waived, the Administrative Agent
shall return to Greektown Holdings all amounts then on deposit with the




55









 






Administrative Agent
pursuant to this Section which have not been applied to the partial satisfaction of such
Obligations.


     SECTION 2.6.5 Nature of Letter of Credit Reimbursement Obligations. The Borrowers
and, to the extent set forth in Section 2.6.1, each Revolving Lender shall assume all risks
of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer
(except to the extent of its own gross negligence or willful misconduct) shall not be responsible
for:




     (a) the form, validity, sufficiency, accuracy, genuineness or legal effect of any
Letter of Credit or any document submitted by any party in connection with the application
for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged;




     (b) the form, validity, sufficiency, accuracy, genuineness or legal effect of any
instrument transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may
prove to be invalid or ineffective for any reason;




     (c) failure of the beneficiary to comply fully with conditions required in order to
demand payment under a Letter of Credit;




     (d) errors, omissions, interruptions or delays in transmission or delivery of any
messages, by mail, facsimile or otherwise; or




     (e) any loss or delay in the transmission or otherwise of any document or draft
required in order to make a Letter of Credit Disbursement under a Letter of Credit.


None of the foregoing shall affect, impair or prevent the vesting of any of the rights or powers
granted to the Issuer or any Revolving Lender hereunder. In furtherance and not in limitation or
derogation of any of the foregoing, any action taken or omitted to be taken by the Issuer in good
faith (and not constituting gross negligence or willful misconduct) shall be binding upon the
Borrowers and each such Revolving Lender, and shall not put such Issuer under any resulting
liability to the Borrowers or any such Revolving Lender, as the case may be.




     SECTION 2.7 Register.




     (a) The Administrative Agent agrees to record in the Register each Borrowing and each
Lender’s Loan referenced in Section 2.6.2. The Administrative Agent shall make
appropriate entries in the Register which shall evidence, inter alia, the date of each
Borrowing, the outstanding principal of, and the interest rate and Interest Period
applicable to the Loans and the date and amount of all payments made with respect to the
Loans (each Lender shall make corresponding entries in its books and records). Such
entries by the Administrative Agent in the Register shall be conclusive and binding on the
Borrowers and the Lenders absent manifest error; provided, however, that
the failure of the Administrative Agent to make any such entries shall not limit or
otherwise affect any Obligations of the Borrowers or any other Obligor.



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     (b) Each Borrower hereby designates the Administrative Agent to serve as each
Borrower’s agent, solely for the purpose of this clause, to maintain a register (the
“Register”) on which the Administrative Agent will record each Lender’s Commitment, the
Loans made by each Lender and each repayment in respect of the principal amount of the
Loans, annexed to which the Administrative Agent shall retain a copy of each Lender
Assignment Agreement delivered to the Administrative Agent. Failure to make any
recordation, or any error in such recordation, shall not affect any Obligor’s Obligations.
The entries in the Register shall be conclusive, in the absence of manifest error, and the
Borrowers, the Administrative Agent and the Lenders shall treat each Person in whose name a
Loan is registered as the owner thereof for the purposes of all Loan Documents,
notwithstanding notice or any provision herein to the contrary. Any assignment or transfer
of a Commitment or the Loans made pursuant hereto shall be registered in the Register only
upon delivery to the Administrative Agent of a duly executed Lender Assignment Agreement.
No assignment or transfer of a Lender’s Commitment or Loans shall be effective unless such
assignment or transfer shall have been recorded in the Register by the Administrative Agent
as provided in this Section.



     SECTION 2.8 Source of Funds. Each Lender agrees that at least one of the following
statements is an accurate representation as to each source of funds (a “Source”) which have been or
will be used by the Lender to fund the Loan:




     (a) the Source is an “insurance company general account” (as the term is defined in
PTE 95-60 (issued July 12, 1995)) in respect of which the reserves and liabilities (as
defined by the annual statement for life insurance companies approved by the National
Association of Insurance Commissioners (the “NAIC Annual Statement”)) for the general
account contract(s) held by or on behalf of any employee benefit plan together with the
amount of reserves and liabilities for the general account contract(s) held by or on behalf
of any other employee benefit plans maintained by the same employer (or an affiliate(s)
thereof as defined in PTE 95-60) or by the same employee organization in the general
account do not exceed 10% of the total reserves and liabilities of the general account
(exclusive of separate account liabilities) plus surplus as set forth in the most recent
NAIC Annual Statement filed with the undersigned’s state of domicile; or




     (b) the Source is either (A) an insurance company pooled separate account, within the
meaning of PTE 90-1 (issued January 29, 1990), or (B) a bank collective investment fund,
within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as the Lender making
the statement in this clause (b) has disclosed to the Borrowers in writing pursuant
to this clause (b), no employee benefit plan or group of plans maintained by the
same employer or employee organization beneficially owns more than 10% of all assets
allocated to such pooled separate account or collective investment fund and the conditions
of Part III of each of PTE 90-1 and PTE 91-38 are satisfied; or




     (c) the Source constitutes assets of an “investment fund(s)” (within the meaning of
Part V of PTE 84-14, (the “QPAM Exemption”) managed by a “qualified professional asset
manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee
benefit plan’s assets that are included in such investment fund,



57









 






when combined with the
assets of all other employee benefit plans established or maintained by the same employer
or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such
employer or by the same employee organization and managed by such QPAM, exceed 20% of the
total client assets managed by such QPAM, the conditions of the QPAM Exemption are
satisfied, neither QPAM nor a person controlling or controlled by the QPAM (applying the
definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest
in a Borrower (A) the identity of such QPAM and (B) the names of all employee benefit plans
whose assets are included in such investment fund have been disclosed to each Borrower in
writing pursuant to this clause (c); or




     (d) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of
PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM”
(within the meaning of Part IV or the INHAM Exemption), the conditions of the INHAM
Exemption are satisfied, neither the INHAM nor a Person controlling or controlled by the INHAM (applying the definition of
“control” in Section IV(e) of the INHAM Exemption) owns a 5% or more interest in a Borrower
and (A) the identity of such INHAM and (B) the name(s) of the employee benefit plan(s)
whose assets constitute the Source have been disclosed to each Borrower in writing pursuant
to this clause (d); or




     (e) the Source is a governmental plan; or




     (f) the Source does not include and is not deemed to include, assets of any Plan
subject to Title I of ERISA and/or Section 4975 of the Code.


As used in this Section 2.8 “separate account” shall have the meaning assigned to such term
in Section 3 of ERISA.




     SECTION 2.9 Superpriority Nature of Obligations and Loans. (a) Except as otherwise
provided in the Orders, the Liens granted to the Administrative Agent, for the benefit of the
Secured Parties, shall have the senior secured status afforded by Sections 364(c) and 364(d) of the
Bankruptcy Code, all as more fully provided in the Orders; provided, however, that
such Liens granted for the benefit of the Additional Loan Lenders shall be superior in priority to
such Liens granted to the Original Lenders.




     (b) Except as otherwise provided in the Orders, the Obligations shall constitute
superpriority administrative expense claims in each of the Cases, as more fully provided in
the Orders; provided, however, that the Additional Loan Lenders shall have
superpriority administrative expense claims superior to the superpriority administrative
expense claims of the Original Lenders. Except as expressly set forth herein or in the
Orders, no other claim having a priority superior or pari passu to that
granted to the Obligations shall be granted or approved.



     SECTION 2.10 No Discharge; Survival of Claims. (a) The Obligations hereunder shall
not be discharged (and each Loan Party, pursuant to Section 1141(d)(4) of the Bankruptcy Code
hereby waives any such discharge) by the entry of an order (i) confirming any plan of
reorganization in any of the Cases unless paid in full in cash; (ii) converting any of the Cases to a



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case under Chapter 7 of the Bankruptcy Code or (iii) dismissing any of the Cases and (b) until
the full and indefeasible payment of the Obligations, the superpriority administrative claim
granted to the Obligations and all Liens granted to the Administrative Agent shall continue in full
force and effect and maintain their priority as set forth in the Orders.




     SECTION 2.11 Waiver of any Priming Rights. Other than the Carve-Out and the
Post-Default Carve-Out or as expressly provided for in the Orders, each Borrower and each
Subsidiary Guarantor hereby irrevocably waives any right, pursuant to Sections 364(c) or 364(d) of
the Bankruptcy Code or otherwise, to grant any Lien of equal or superior priority than the Liens
securing the Obligations, or to approve or grant a claim of equal or superior priority to the
Obligations.



ARTICLE
III




REPAYMENTS, PREPAYMENTS, INTEREST AND FEES




     SECTION 3.1 Repayments and Prepayments; Application.



     SECTION 3.1.1 Repayments and Prepayments. The Borrowers shall repay in full the
unpaid principal amount of each Loan upon the Stated Maturity Date. Prior thereto, payments and
prepayments of Loans shall or may be made as set forth below.




     (a) From time to time on any Business Day, the Borrowers may make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of first, the Delayed
Draw Term A-1 Loans, second, the Delayed Draw Term B-1 Loans and thereafter the Delayed
Draw Term A Loans, provided, however, that




     (i) all such voluntary prepayments shall require at least one (1) but no more
than five (5) Business Days’ prior written notice to the Administrative Agent; and




     (ii) all such voluntary partial prepayments shall be, in the case of LIBO
Rate Loans, in an aggregate minimum amount of $3,000,000 and an integral multiple
of $1,000,000 and, in the case of Base Rate Loans, in an aggregate minimum amount
of $3,000,000 and an integral multiple of $1,000,000.




     (b) The Borrowers shall make mandatory prepayments of principal (the “Mandatory
Prepayments”) pursuant to Section 2.2 in an amount equal to the Excess Available
Cash set forth in the report to the Administrative Agent and the Prepetition Agent pursuant
to clause (e) of Section 8.1.1, which shall be applied in accordance with
Section 3.1.2; provided, however, amounts shall be applied to
Delayed Draw Term B-1 Loans prior to any Delayed Draw Term A-1 Loans and thereafter, at the
Borrowers’ option, to the Delayed Draw Term A Loans or the Revolving Loans, but no amount
paid or prepaid with respect to the Delayed Draw Term B-1 Loans, the Delayed Draw Term A-1
Loans, the Delayed Draw Term A Loans or the Revolving Loans may be reborrowed. Each
Mandatory Prepayment set forth in the immediately preceding sentence shall be paid to the
Administrative Agent and applied in accordance with this Agreement. The portion of the
Mandatory Prepayments allocable to the Delayed Draw



59









 






Term B-1 Loans, the Delayed Draw Term A-1 Loans, the Delayed Draw Term A Loans or the Revolving Loans will be applied pro
rata among the outstanding principal balances thereof based on the aggregate
principal amount of the Delayed Draw Term B-1 Loans, the Delayed Draw Term A-1 Loans, the
Delayed Draw Term A Loans or the Revolving Loans then outstanding. If, after giving effect
to such Mandatory Prepayments, the outstanding principal balances of the Delayed Draw Term
B-1 Loans, the Delayed Draw Term A-1 Loans, the Delayed Draw Term A Loans and the Revolving
Loans have been reduced to zero, the unapplied portion
thereof shall be applied to the outstanding Prepetition Loans in accordance with the
terms of the Prepetition Credit Agreement.




     (c) In addition to the Mandatory Prepayments, the entire outstanding principal balance
of all Loans shall become immediately due and payable (and any outstanding Letters of
Credit shall be cash collateralized as contemplated by Section 2.6.4) and the
obligation of any Revolving Lender to make a Revolving Loan (other than pursuant to
Section 2.6.2) or any Delayed Draw Term Lender to make a Delayed Draw Term Loan
shall automatically terminate upon (i) a sale, transfer or conveyance of all or a portion
of the Temporary Casino Complex, the Surplus Parcels (unless permitted under Section
8.2.12), the Trappers Alley Parcel, the Development Parcels (unless permitted under
Section 8.2.12) or the Permanent Casino Complex, (ii) the occurrence of a Change of
Control or (iii) the occurrence of an Event of Default under Section 9.1.9.



     SECTION 3.1.2 Application. Amounts paid or prepaid pursuant to Section 3.1.1
(other than amounts paid to the Prepetition Agent which shall be applied in accordance with the
Prepetition Credit Agreement) shall be applied as set forth in this Section.




     (a) So long as no Event of Default has occurred and is continuing, and except as
otherwise set forth in clause (b) of Section 3.1.1, the Lenders shall apply
all amounts received in accordance with the provisions of this Agreement first, to
all Obligations (other than principal and interest on the Loans), second, to
accrued and unpaid interest on the Loans, third, to the outstanding principal
amount of Delayed Draw Term A-1 Loans being maintained as Base Rate Loans, fourth,
to the outstanding principal amount of Delayed Draw Term A-1 Loans being maintained as LIBO
Rate Loans, fifth, to the outstanding principal amount of Delayed Draw Term B-1
Loans being maintained as Base Rate Loans, sixth, to the outstanding principal
amount of Delayed Draw Term B-1 Loans being maintained as LIBO Rate Loans; seventh,
to the outstanding principal amount of Delayed Draw Term A Loans being maintained as Base
Rate Loans; eighth, to the outstanding principal amount of Delayed Draw Term A
Loans being maintained as LIBO Rate Loans; ninth, to the outstanding principal
amount of Revolving Loans being maintained as Base Rate Loans, tenth, to the
outstanding principal amount of Revolving Loans being maintained as LIBO Rate Loans, and
eleventh, to the Prepetition Obligations in accordance with the Prepetition Credit
Agreement; provided, however, that payments and prepayments made pursuant
to Section 3.1.1, if not made on the last day of the Interest Period with respect
thereto, shall be prepaid subject to the provisions of Section 4.4. Insofar as
amounts allocated under the eleventh priority above are allocated to Prepetition Loans
which are, otherwise, of equal priority, some of which are maintained as Base Rate Loans
and some of which are maintained as LIBO Rate Loans, such amounts shall be allocated first
to the Base Rate Loans and then to LIBO Rate Loans.




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     (b) After an Event of Default has occurred and so long as such Event of Default is
continuing, all amounts received by the Lenders shall be applied first, to the costs
and expenses of protecting and preserving the security interests of the Lenders under the
Loan Documents, second, to the costs and expenses of protecting and preserving the
DIP Collateral, third, to the costs and expenses of enforcing the rights of the
Lenders under this Agreement and the other Operative Documents, fourth, to all other
Obligations due under this Agreement and the other Operative Documents (other than principal
and interest on the Loans), fifth, to the Additional Loan Lenders for accrued and
unpaid interest on the Additional Loans, sixth, ratably among the aggregate
outstanding principal balance of the Additional Loans, seventh, to the Original
Lenders for accrued and unpaid interest on the Original Loans, eighth, ratably among
the aggregate outstanding principal balance of the Original Loans and, after all amounts
evidenced and secured by the Loan Documents have been indefeasibly paid in full and
Greektown Holdings and its Subsidiaries have performed their obligations under the Loan
Documents, the balance, if any, shall be applied against the Prepetition Obligations in
accordance with the Prepetition Credit Agreement.




     (c) Each payment and prepayment of the principal amount of the Loans shall be applied
to the outstanding principal amount of Loans of the Borrowers in inverse order of maturity.



     SECTION 3.1.3 Cash Collateral Account. On or prior to May 31, 200917, the
Cash Collateral Account shall be established by the Borrowers and the Administrative Agent in
accordance with this Agreement.18 The Cash Collateral Account shall be subject to the
sole dominion and control of the Administrative Agent. There shall be deposited into the Cash
Collateral Account all net proceeds in respect of any Asset Sale no later than three (3) days after
receipt to be held and disbursed in accordance with the Cash Collateral Account Agreement.



     SECTION 3.2 Interest Provisions. Interest on the outstanding principal amount of
Loans and the Letter of Credit Reimbursement Obligations shall accrue and be payable in accordance
with this Section 3.2.



     SECTION 3.2.1 Rates. Subject to (x) Section 2.3.1 and (y) clause (y)
in the proviso in the last sentence of Section 2.4, pursuant to an appropriately delivered
Borrowing Request or Continuation/Conversion Notice, Greektown Holdings may elect that Loans
comprising a Borrowing accrue interest at a rate per annum:




     (a) on that portion maintained from time to time as a Base Rate Loan, equal to the sum
of the Alternate Base Rate from time to time in effect plus the Applicable Base Rate Margin;
and




     (b) on that portion maintained as a LIBO Rate Loan, during each Interest Period
applicable thereto, equal to the sum of the LIBO Rate (Reserve Adjusted) for such Interest
Period plus the Applicable LIBO Rate Margin.





 




			
	17	 	Amended by the Second Amendment to DIP Credit
Agreement.
	 
	18	 	Amended by the First Amendment to DIP Credit
Agreement.




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All LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest
Period to (but not including) the last day of such Interest Period at the interest rate determined
as applicable to such LIBO Rate Loan.




     SECTION 3.2.2 Post-Default Rates. From and after the occurrence of an Event of
Default (and only during such period that such Event of Default is continuing), the Borrowers shall
pay in the case of any overdue amounts in respect of Loans or other monetary obligations, but only
to the extent permitted by law, interest (after as well as before judgment) on such amounts at a
rate per annum equal to, (a) in the case of Loans, the rate (inclusive of the
Applicable Base Rate Margin or the Applicable LIBO Rate Margin, as applicable) that would otherwise
be applicable to such Loans pursuant to Section 3.2.1 plus 2.00% or (b) in the case
of other monetary obligations, the rate (inclusive of the Applicable Base Rate Margin) that would
otherwise be applicable to Base Rate Loans pursuant to Section 3.2.1 plus 2.00%.



     SECTION 3.2.3 Payment Dates. Interest accrued on each Loan shall be payable in
arrears, without duplication:




     (a) on the Stated Maturity Date therefor;




     (b) on the date of any payment or prepayment, in whole or in part, of principal
outstanding on such Loan on the principal amount so paid or prepaid;




     (c) with respect to Base Rate Loans, on each Monthly Payment Date occurring after the
Original Closing Date;




     (d) with respect to LIBO Rate Loans, on the last day of each applicable Interest
Period;




     (e) with respect to any Base Rate Loans converted into LIBO Rate Loans on a day when
interest would not otherwise have been payable pursuant to clause (c), on the date
of such conversion;




     (f) on that portion of any Loan the Stated Maturity Date of which is accelerated
pursuant to Section 9.2, immediately upon such acceleration; and




     (g) with respect to the Delayed Draw Term A Loans and the Revolving Loans, on each
Monthly Payment Date pursuant to Section 3.2.4 in the amount thereof.


Interest accrued on Loans or other monetary Obligations arising under this Agreement or any other
Loan Document after the date such amount is due and payable (whether on the Stated Maturity Date,
upon acceleration or otherwise) shall be payable upon demand.




     SECTION 3.2.4 Interest Paid In Kind. In addition to the interest accruing pursuant to
Section 3.2.1, additional interest shall accrue and be payable in kind on each of the
Delayed Draw Term A Loans and the Revolving Loans in an amount equal to five percent (5%)
per annum of the then outstanding principal amount of the Delayed Draw Term A Loans
or the Revolving Loans, as applicable. On each Monthly Payment Date, such principal amount of the



62









 




Delayed Draw Term A Loans or Revolving Loans, as applicable, shall increase by such accrued
amount of additional interest.




     SECTION 3.3 Fees. The Borrowers agree to pay the fees set forth in this Section
3.3. All such fees shall be non refundable.



     SECTION 3.3.1 Commitment Fee. From and after the Effective Date, the Borrowers shall
pay a non-refundable fee (the “Commitment Fee”) (w) on the daily average undrawn amount of the
Revolving Loan Commitment Amount (which undrawn amount will be reduced by the daily average undrawn
amount of each issued Letter of Credit) at a rate equal to three percent (3.00%) per
annum; (x) on the daily average undrawn amount of the Delayed Draw Term A Loan Commitment
Amount at a rate equal to three percent (3.00%) per annum; (y) on the daily average
undrawn amount of the Delayed Draw Term A-1 Loan Commitment Amount at a rate equal to the LIBO Rate
(Reserve Adjusted) plus the Applicable LIBO Rate Margin and (z) on the daily average undrawn amount
of the Delayed Draw Term B-1 Loan Commitment Amount at a rate equal to six and one quarter percent
(6.25%) per annum. The Commitment Fee shall be payable on each Monthly Payment
Date in arrears to the Lenders which have made a commitment to make (i) a Revolving Loan in
proportion to their respective unfunded Revolving Loan Commitment and upon any termination of any
Revolving Loan Commitment, and (ii) a Delayed Draw Term Loan in proportion to their respective
unfunded Delayed Draw Term Loan Commitment and upon any termination of any Delayed Draw Term Loan
Commitment, in each case, for the number of days elapsed over a 360-day year.



     SECTION 3.3.2 Amendment Fees. The Borrowers agree to pay to the Administrative Agent
the fees in the amounts and on the dates set forth in the Amendment Fee Letter.



     SECTION 3.3.3 Arranger’s Fees. The Borrowers agree to pay to the Lead Arranger, for
its own account, the portion of the fees in the amounts and on the dates set forth in the
Arranger’s Fee Letter.



     SECTION 3.3.4 Exit Fees. The Borrowers agree to pay to the Administrative Agent an
exit fee in an amount equal to five percent (5%) of the Additional Loans upon (x) a mandatory
prepayment in full of the Loans or (y) a sale of the Borrowers’ company assets and operations.



     SECTION 3.3.5 Letter of Credit Fee. From and after the date that a Letter of Credit
is issued until such time as such Letter of Credit is fully drawn or, if applicable, returned to
the Issuer, the Borrowers agree to pay to the Administrative Agent, for the account of the
Revolving Lenders, a Letter of Credit fee in an amount equal to the then Applicable LIBO Rate
Margin (whether or not advanced by the Lenders), multiplied by the daily average
undrawn amount of such Letter of Credit, such fees being payable on each Monthly Payment Date in
arrears to the Revolving Lenders in proportion to such Revolving Lenders’ respective Percentage of
the undrawn amount of such Letter of Credit for the number of days elapsed over a 360-day year.



     SECTION 3.3.6 Fronting Fee. The Borrowers agree to pay to the Issuer, for its own
account, a fronting fee (the “Fronting Fee”) on the daily average undrawn amount of each



63









 




issued Letter of Credit at a rate equal to three percent (3.00%) per annum.
The Fronting Fee shall be payable upon the issuance of each Letter of Credit together with the
other fees set forth in the Issuer’s Fee Letter.




ARTICLE IV




CERTAIN LIBO RATE AND OTHER PROVISIONS




     SECTION 4.1 LIBO Rate Lending Unlawful. If any Lender shall determine (which
determination shall, upon notice thereof to the Administrative Agent, the Borrowers and the other
Lenders, be conclusive and binding on the Borrowers) that the introduction of or any change in, or
in the interpretation of, any law makes it unlawful, or any central bank or other Governmental
Instrumentality asserts that it is unlawful, for such Lender to make, continue or maintain any Loan
as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make,
continue, maintain or convert any such LIBO Rate Loan shall, upon such determination, forthwith be
suspended until such Lender shall notify the Administrative Agent that the circumstances causing
such suspension no longer exist, and all outstanding LIBO Rate Loans shall automatically convert
into Base Rate Loans at the end of the then current Interest Periods with respect thereto, or
sooner, if required by such law or assertion.



     SECTION 4.2 Deposits Unavailable. If the Administrative Agent shall have determined
that




     (a) Dollar deposits in the relevant amount and for the relevant Interest Period are not
available to the Administrative Agent in its relevant market; or




     (b) by reason of circumstances affecting the Administrative Agent’s relevant market,
adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO
Rate Loans,


then, upon notice from the Administrative Agent to Greektown Holdings and the Lenders, the
obligations of all Lenders under Section 2.3 and Section 2.4 to make or continue
any Loans as, or to convert any Loans into, LIBO Rate Loans shall forthwith be suspended until the
Administrative Agent shall notify Greektown Holdings and the Lenders that the circumstances causing
such suspension no longer exist.




     SECTION 4.3 Increased LIBO Rate Loan Costs, etc. The Borrowers agree to reimburse
each Lender for any increase in the cost to such Lender of, or any reduction in the amount of any
sum receivable by such Lender in respect of, making, continuing or maintaining (or of its
obligation to make, continue or maintain) any Loans as, or of converting (or of its obligation to
convert) any Loans into, LIBO Rate Loans that arises in connection with any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or phase in after the date
hereof of, any law or regulation, directive, guideline, decision or request (whether or not having
the force of law) of any court, central bank, regulator or other Governmental Instrumentality,
except for such changes with respect to increased capital costs and taxes which are governed by
Sections 4.5 and 4.6, respectively. Such Lender shall promptly notify the
Administrative Agent and Greektown Holdings in writing of the occurrence of any such event, such
notice to state, in



64









 




reasonable detail, the reasons therefor and the additional amount required fully to compensate
such Lender for such increased cost or reduced amount and, if requested by the Borrowers, shall
include reasonably appropriate documentation confirming the occurrence of such event. Such
additional amounts shall be payable by the Borrowers directly to such Lender within five (5) days
of its receipt of such notice, and such notice shall, in the absence of manifest error, be
conclusive and binding on the Borrowers.




     Without limiting the foregoing, in the event that, as a result of any such change,
introduction, adoption or the like described above, the LIBOR Reserve Percentage decreases for any
Lender’s LIBO Rate Loans, such Lender shall give prompt notice thereof in writing to the
Administrative Agent and Greektown Holdings. The LIBO Rate (Reserve Adjusted) attributable to such
Lender’s LIBO Rate Loans shall be adjusted to give the Borrowers the benefit of such decrease (for
so long as such decrease shall remain in effect).



     SECTION 4.4 Funding Losses. In the event any Lender shall incur any loss or expense
(including any loss or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Lender to make, continue or maintain any portion of the principal
amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a LIBO
Rate Loan) as a result of




     (a) any conversion or repayment or prepayment of the principal amount of any LIBO Rate
Loans on a date other than the scheduled last day of the Interest Period applicable thereto,
whether pursuant to Section 3.1 or otherwise;




     (b) any Loans not being made as LIBO Rate Loans in accordance with the Borrowing
Request or Advance Request therefor; or




     (c) any Loans not being continued as, or converted into, LIBO Rate Loans in accordance
with the Continuation/Conversion Notice therefor,


then, upon the written notice of such Lender to Greektown Holdings (with a copy to the
Administrative Agent), the Borrowers shall, or shall cause the Operating Company to, within five
(5) days of their receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such
written notice (which shall include calculations in reasonable detail) shall, in the absence of
manifest error, be conclusive and binding on the Borrowers; provided, however, if
requested by the Borrowers, such Lender shall provide reasonably appropriate documentation
confirming the amount of such loss or expense.




     SECTION 4.5 Increased Capital Costs. If any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any court, central bank,
regulator or other Governmental Instrumentality affects or would affect the amount of capital
required or expected to be maintained by any Lender or any Person controlling such Lender, and such
Lender determines (in good faith but in its sole and absolute discretion) that the rate of return
on its or such controlling Person’s capital as a consequence of the Commitments or the Loans made,
or the Letters of Credit participated in, by such Lender is reduced to a level below



65









 




that which such Lender or such controlling Person could have achieved but for the occurrence
of any such circumstance, then, in any such case upon written notice from time to time by such
Lender to Greektown Holdings, Greektown Holdings and its Subsidiaries shall immediately pay
directly to such Lender additional amounts sufficient to compensate such Lender or such controlling
Person for such reduction in rate of return. A statement of such Lender as to any such additional
amount or amounts (including calculations thereof in reasonable detail) shall, in the absence of
manifest error, be conclusive and binding on the Borrowers; provided, however, if
requested by the Borrowers, such Lender shall provide reasonably appropriate documentation
confirming the amount of such compensation. In determining such amount, such Lender may use any
method of averaging and attribution that it (determines in good faith in its sole and absolute
discretion) shall deem applicable.




     SECTION 4.6 Lender’s Tax. All payments by the Borrowers of principal of, and interest
on, the Credit Extensions and all other amounts payable hereunder (including fees) shall be made
free and clear of and without deduction for any present or future income, excise, stamp or
franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature
whatsoever imposed by any taxing authority, but excluding franchise taxes and other taxes based on
a Lender’s net income or gross receipts imposed on such Lender by a Governmental Instrumentality
located in (i) the jurisdiction where such Lender is organized or (ii) any jurisdiction in which
such Lender maintains a lending office which is applicable to the Transactions contemplated
hereunder (each such non-excluded item being called a “Lender’s Tax”). In the event that any
withholding or deduction from any payment to be made by the Borrowers hereunder is required in
respect of any Lender’s Tax pursuant to any applicable law, rule or regulation, then Greektown
Holdings and its Subsidiaries shall,




     (a) pay directly to the relevant authority the full amount required to be so withheld
or deducted;




     (b) promptly forward to the Administrative Agent an official receipt or other
documentation satisfactory to the Administrative Agent evidencing such payment to such
authority; and




     (c) pay to the Administrative Agent for the account of the Lenders such additional
amount or amounts as is necessary to ensure that the net amount actually received by each
Lender will equal the full amount such Lender would have received had no such withholding or
deduction been required.


Moreover, if any Lender’s Tax is directly asserted against the Administrative Agent or any Lender
with respect to any payment received by the Administrative Agent or such Lender hereunder, the
Administrative Agent or such Lender may pay such Lender’s Tax and the Borrowers will promptly pay
such additional amounts (including any penalties, interest or expenses) as is necessary in order
that the net amount received by such Person after the payment of such Lender’s Tax (including any
Lender’s Tax on such additional amount) shall equal the amount such Person would have received had
not such Lender’s Tax been asserted.




     If Greektown Holdings and its Subsidiaries fail to pay any Lender’s Tax when due to the
appropriate taxing authority or fails to remit to the Administrative Agent, for the account of the



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respective Lenders, the required receipts or other required documentary evidence, Greektown
Holdings and its Subsidiaries shall indemnify the Lenders for any incremental Lender’s Tax,
interest or penalties that may become payable by any Lender as a result of any such failure. For
purposes of this Section 4.6, a distribution hereunder by the Administrative Agent or any
Lender to or for the account of any Lender shall be deemed a payment by the Borrowers.




     Each Lender that is organized under the laws of a jurisdiction other than the United States or
a State thereof (for purposes of this Section 4.6, a “Non-U.S. Lender”) shall, prior to the
date on which any Loan is made or Letter of Credit is issued hereunder (or in the case of a Lender
that becomes a party to this Agreement pursuant to Section 4.11 or any Assignee Lender,
before it becomes a party hereto) (a) execute and deliver to Greektown Holdings and the
Administrative Agent one or more (as Greektown Holdings or the Administrative Agent may reasonably
request) United States Internal Revenue Service Form W-8BEN or Form W-8ECI or such other forms or
documents (or successor forms or documents), appropriately completed, certifying in each case that
such Lender or Assignee Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, and an applicable Internal
Revenue Service Form W-8BEN, Form W-8ECI or Form W-9 or successor applicable form (if required by
law), as the case may be, to establish an exemption from United States backup withholding tax or
(b) if such Non-U.S. Lender is not a “bank” or other person described in Section 881 (c) (3) of the
Code and cannot deliver either Form W-8BEN or Form W-8ECI pursuant to clause (a) above,
execute and deliver to Greektown Holdings and the Administrative Agent one or more (as Greektown
Holdings or Administrative Agent may reasonably request) copies of the Tax Certificate, Form W-8BEN
or Form W-8ECI (or any successor form) and any other certificate or statement of exemption required
under the Code or Treasury Regulations issued thereunder, appropriately completed, certifying that
such Lender or Assignee Lender is entitled to receive payments under this Agreement without
deduction or withholding of United States federal income tax and establishing an exemption from
United States backup withholding tax. All Lenders other than Non-U.S. Lenders shall, prior to the
date on which any Loan is made or Letter of Credit is issued hereunder (or in the case of a Lender
that becomes a party to this Agreement pursuant to Section 4.11 or is an Assignee Lender,
before such Lender becomes a party hereto), execute and deliver to Greektown Holdings and the
Administrative Agent one or more copies (as Greektown Holdings or Administrative Agent may
reasonably request) of United States Internal Revenue Form W-9 or successor applicable form (if
required by law), as the case may be, to establish exemption from United States backup withholding
tax.



     Each Lender which undertakes to deliver to Greektown Holdings a Tax Certificate, a Form
W-8BEN, Form W-8ECI or Form W-9 pursuant to the preceding paragraph shall further undertake to
deliver to Greektown Holdings two further copies of said Tax Certificate, Form W-8BEN, Form W-8ECI
or Form W-9 (if required by law), or successor applicable forms, or other manner of certification,
as the case may be, on or before the date that such form expires or becomes obsolete or after the
occurrence of an event requiring a change in the most recent form delivered by it to Greektown
Holdings and the Administrative Agent, and such extensions or renewals thereof as may be reasonably
requested by Greektown Holdings or Administrative Agent, certifying in the case of a Tax
Certificate, Form W-8BEN or Form W-8ECI that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income taxes, unless in any
case an event (including any change in



67









 




treaty, law or regulation) has occurred prior to the date on which such delivery would
otherwise be required which renders all forms inapplicable or which would prevent such Lender from
duly completing and delivering any such form with respect to it and such Lender advises the
Borrowers and the Administrative Agent that it is not capable of receiving payments without any
deduction or withholding of United States federal income tax, and in the case of a Form W-8BEN,
Form W-8ECI or Form W-9, establishing an exemption from backup withholding.




     SECTION 4.7 Payments, Computations, etc. Unless otherwise expressly provided, all
payments by the Borrowers pursuant to this Agreement, each Letter of Credit or any other Loan
Document shall be made by the Borrowers to the Administrative Agent for the pro rata account of the
Lenders entitled to receive such payment. All such payments required to be made to the
Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 11:00
a.m., New York City time, on the date due, in same day or immediately available funds, to such
account as the Administrative Agent shall specify from time to time by notice to Greektown
Holdings. Funds received after that time shall be deemed to have been received by the
Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly
remit in same day funds to each Lender its share, if any, of such payments received by the
Administrative Agent for the account of such Lender. All interest (including interest on LIBO Rate
Loans) and fees shall be computed on the basis of the actual number of days (including the first
day but excluding the last day) occurring during the period for which such interest or fee is
payable over a year comprised of 360 days (or, in the case of interest on a Base Rate Loan
(calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days).
Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such
payment shall (except as otherwise required by clause (c) of the definition of the term
“Interest Period”) be made on the next succeeding Business Day and such extension of time shall be
included in computing interest and fees, if any, in connection with such payment.



     SECTION 4.8 Sharing of Payments. If any Additional Loan Lender or Original Lender, as
applicable, shall obtain any payment or other recovery (whether voluntary, involuntary, by
application of setoff or otherwise) on account of any Loan or Letter of Credit Reimbursement
Obligation (other than pursuant to the terms of Section 4.3, 4.4, 4.5 or
4.6) in excess of its pro rata share of payments then or therewith obtained
by all other Additional Loan Lenders or Original Lenders, as applicable, such Additional Loan
Lender or Original Lender, as applicable, shall purchase from the other Additional Loan Lenders or
Original Lenders, as applicable, such participations in Credit Extensions made by them as shall be
necessary to cause such purchasing Lender to share the excess payment or other recovery ratably
with each of them; provided, however, that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall
be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay to
the purchasing Lender the purchase price to the ratable extent of such recovery together with an
amount equal to such selling Lender’s ratable share (according to the proportion of




     (a) the amount of such selling Lender’s required repayment to the purchasing Lender


to





     (b) total amount so recovered from the purchasing Lender)



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of any interest or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrowers agree that any Lender so purchasing a participation from
another Lender pursuant to this Section may, to the fullest extent permitted by law, exercise all
its rights of payment (including pursuant to Section 4.9) with respect to such
participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of
such participation. If, under any applicable bankruptcy, insolvency or other similar law, any
Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section to share in the benefits of
any recovery on such secured claim.




     SECTION 4.9 Setoff. Each Lender shall, with the consent of the Required Lenders, upon
the occurrence and during the continuance of an Event of Default, have the right to appropriate and
apply to the payment of the Obligations owing to it (whether or not then due), and (as security for
such Obligations) each Borrower hereby grants upon the execution of this Agreement to each Lender a
continuing security interest in, any and all balances, credits, deposits, accounts or moneys of
such Borrower then or thereafter maintained with such Lender; provided, however,
that any such appropriation and application shall be subject to the provisions of applicable Legal
Requirements (including prohibitions against any such appropriation and application with respect to
payroll and trust accounts of the Borrowers maintained with such Lender) and Section 4.8.
Each Lender agrees promptly to notify Greektown Holdings and the Administrative Agent after any
such setoff and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such setoff and application. The
rights of each Lender under this Section are in addition to other rights and remedies (including
other rights of setoff under applicable law or otherwise) which such Lender may have.



     SECTION 4.10 Mitigation. Each Lender agrees that if it makes any demand for payment
under Sections 4.3, 4.4, 4.5, or 4.6, or if any adoption or change
of the type described in Section 4.1 shall occur with respect to it, it will use reasonable
efforts (consistent with its internal policy and legal and regulatory restrictions and so long as
such efforts would not be disadvantageous to it, as determined in its sole discretion) to designate
a different lending office if the making of such a designation would reduce or obviate the need for
the Borrowers to make payments under Sections 4.3, 4.4, 4.5, or
4.6, or would eliminate or reduce the effect of any adoption or change described in
Section 4.1.



     SECTION 4.11 Replacement of Lenders. Each Lender hereby severally agrees as set forth
in this Section. If




     (a) (i) any Lender (an “Affected Lender”) makes demand upon the Borrowers for (or if
the Borrowers are otherwise required to pay) amounts pursuant to Section 4.3,
4.4, 4.5 or 4.6 and the payment of such additional amounts are, and
are likely to continue to be, more onerous in the reasonable judgment of Greektown Holdings
than with respect to the other Lenders or (ii) a Lender becomes a Defaulting Lender, the
Borrowers (or, with respect to any Affected Lender or Defaulting Lender which is also a
Revolving Lender), the Issuer) may, within thirty (30) days of receipt by Greektown Holdings
(or the Issuer) of such demand or notice (or the occurrence of such other event



69









 






causing the Borrowers to be required to pay such compensation) or from the date that
such Lender becomes a Defaulting Lender, as the case may be, give notice in writing to the
Administrative Agent and such Affected Lender or such Defaulting Lender of its intention to
replace such Affected Lender or such Defaulting Lender, with another financial institution
and, within thirty (30) days after the date of such notice, designate the financial
institution which is to replace such Affected Lender or Defaulting Lender. The
Administrative Agent agrees to use commercially reasonable efforts to assist Greektown
Holdings (or the Issuer) in replacing such Affected Lender or Defaulting Lender. If the
Administrative Agent shall, in the exercise of its reasonable discretion and within thirty
(30) days of its receipt of the notice which so designates such financial institution,
notify Greektown Holdings (or the Issuer) and such Affected Lender or such Defaulting Lender
in writing that the designated financial institution is satisfactory to the Administrative
Agent and the Issuer (provided, however, that (i) neither the Administrative
Agent’s nor the Issuer’s consent shall be required where such financial institution is
already a Lender or an Approved Fund which has been approved, if required, by the MGCB and
(ii) the Issuer’s consent shall not be required in the case that any such Affected Lender or
Defaulting Lender is not a Revolving Lender), then such Affected Lender or such Defaulting
Lender shall, subject to any approval rights of the MGCB and to the payment of any amounts
due pursuant to Section 4.4 by the Borrowers, assign, in accordance with Section
13.11.1, all of its Commitments, Loans, its rights and obligations under this Agreement
and all other Loan Documents (including Letter of Credit Reimbursement Obligations, if
applicable) to such designated financial institution; provided, however,
that (i) such assignment shall be without recourse, representation or warranty (except as to
(x) such Affected Lender’s or such Defaulting Lender’s then existing Commitment Amount(s)
and the outstanding principal amount of Loans held by such Affected Lender or such
Defaulting Lender and (y) the absence of Liens arising by, through and under the Affected
Lender or such Defaulting Lender) and shall be on terms and conditions reasonably
satisfactory to such Affected Lender or such Defaulting Lender and such designated financial
institution, (ii) the purchase price paid by such designated financial institution shall be
in the amount of such Affected Lender’s or such Defaulting Lender’s Loans and its Percentage
of outstanding Letter of Credit Reimbursement Obligations, together with all accrued and
unpaid interest and fees in respect thereof, plus all other amounts (including the amounts
demanded and unreimbursed under Sections 4.3, 4.4, 4.5 and
4.6), owing to such Affected Lender or such Defaulting Lender hereunder and (iii)
the Borrowers shall pay to such Affected Lender and the Administrative Agent all reasonable
out-of-pocket expenses incurred by such Affected Lender and the Administrative Agent in
connection with such assignment and assumption (including the processing fees described in
Section 13.11.1).




     (b) (i)       If S&P, Moody’s, Fitch (Individual Rating) or Thompson’s BankWatch (or
InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or
Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings
Service) (or Duff & Phelps, Inc., if such Lender is neither an Approved Fund or an insurance
company nor rated by S&P, Moody’s, Fitch or Thompson’s BankWatch)) shall, after the date
that any Person becomes a Lender and prior to the date that all of the Commitments of such
Lender have been fully funded, downgrade the long term certificate of deposit rating or
long-term senior unsecured debt



70









 






rating of such Lender (a “Downgraded Lender”), and the resulting ratings shall be below
BBB+, Baa1, C or C (or BB, in the case of Lender that is an insurance company (or B, in the
case of an insurance company rated by Best’s Insurance Reports (or BBB+, in the case of a
Lender (other than an Approved Fund) which is neither rated by S&P, Moody’s, Fitch or
Thompson’s BankWatch nor an insurance company))), respectively, or the equivalent, Greektown
Holdings (or the Issuer) may, within thirty (30) days of receipt by Greektown Holdings (or,
with respect to any Downgraded Lender which is also a Revolving Lender), the Issuer) of
notice of such downgrade and while such downgrade is in effect, give notice in writing to
the Administrative Agent and such Downgraded Lender (and Greektown Holdings) of its
intention to replace such Downgraded Lender (or have such Downgraded Lender replaced) with
another financial institution and, within thirty (30) days after the date of such notice,
designate the financial institution which is to replace such Downgraded Lender. The
Administrative Agent agrees to use commercially reasonable efforts to assist Greektown
Holdings in replacing such Downgraded Lender. If the Administrative Agent and the Issuer
shall, in the exercise of their reasonable discretion and within thirty (30) days of their
receipt of the notice which so designates such financial institution, notify Greektown
Holdings and such Downgraded Lender in writing that the designated financial institution is
satisfactory to the Administrative Agent and the Issuer (such consent not being required
where such financial institution is already a Lender or an Approved Fund and has also
obtained all necessary approvals, if required, by the MGCB), then such Downgraded Lender
shall, subject to any approval rights of the MGCB and the payment of any amounts due
pursuant to Section 4.4 by the Borrowers, assign, in accordance with Section
13.11.1, all of its Commitments, Loans, its rights and obligations under this Agreement
and all other Loan Documents (including Letter of Credit Reimbursement Obligations, if
applicable) to such designated financial institution; provided, however,
that (1) such assignment shall be without recourse, representation or warranty (except as to
(A) such Downgraded Lender’s then existing Commitment Amount(s) and the principal amount of
Loans held by such Downgraded Lender and (B) the absence of Liens arising by, through and
under the Downgraded Lender) and shall be on terms and conditions reasonably satisfactory to
such Downgraded Lender and such designated financial institution, (2) the purchase price
paid by such designated financial institution shall be in the amount of such Downgraded
Lender’s Loans and its Percentage of outstanding Letter of Credit Reimbursement Obligations,
together with all accrued and unpaid interest and fees in respect thereof, plus all other
amounts (including the amounts demanded and unreimbursed under Sections 4.3,
4.4, 4.5 and 4.6), owing to such Downgraded Lender hereunder and (3)
the Borrowers shall pay to the Downgraded Lender and the Administrative Agent all reasonable
out-of-pocket expenses incurred by the Downgraded Lender and the Administrative Agent in
connection with such assignment and assumption (including the processing fees described in
Section 13.11.1).




     (ii) In the event Greektown Holdings is unable to replace such Downgraded Lender
at least sixty (60) days prior to the Stated Expiry Date of any existing Letter of
Credit, then the Issuer shall not be obligated to extend or replace any such Letter
of Credit as set forth in Section 2.1.3 unless Greektown Holdings and its
Subsidiaries shall deposit in cash with the Administrative Agent no later than
thirty (30) days prior to the Stated Expiry Date of such existing Letter of Credit
an amount equal to the then existing Letter of Credit Reimbursement



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Obligation of such Downgraded Lender (provided, however, if the
notice given by the Issuer pursuant to item (i) of this clause (b)
shall be given less than sixty (60) days prior to such Stated Expiry Date Greektown
Holdings and its Subsidiaries shall, no later than ten (10) Business Days prior to
the Stated Expiry Date, either replace such Downgraded Lender or make such deposit).
The amounts deposited by Greektown Holdings and its Subsidiaries pursuant to this
item (ii) shall be held as collateral security for the Letter of Credit
Reimbursement Obligations and shall be disbursed in accordance with a cash
collateral account agreement which shall provide, in relevant part, that all amounts
deposited by Greektown Holdings and its Subsidiaries pursuant to this item
(ii) shall be returned to Greektown Holdings within a reasonable period of time
after it replaces such Downgraded Lender and otherwise shall be in form and
substance satisfactory to the Administrative Agent and the Issuer.




     (c) To the extent applicable, if the MGCB shall determine that any Lender (an
“Unsuitable Lender”) does not meet the suitability standards prescribed under any applicable
Michigan Gaming Law or the suitability standards of such gaming authority, as the case may
be, Greektown Holdings may give notice in writing to the Administrative Agent and such
Unsuitable Lender of its intention to replace such Unsuitable Lender with a financial
institution designated in such notice. If the Administrative Agent shall, in the exercise
of its reasonable discretion and promptly following its receipt of such notice, notify
Greektown Holdings and such Unsuitable Lender in writing that the designated financial
institution is satisfactory to the Administrative Agent and the Issuer (provided,
however, that (i) neither the Administrative Agent’s nor the Issuer’s consent shall
be required where such financial institution is already a Lender or an Approved Fund which
has been approved, if required, by the MGCB and (ii) the Issuer’s consent shall not be
required in the case that any such Unsuitable Lender is not a Revolving Lender), then such
Unsuitable Lender shall, subject to any approval rights of the MGCB and the payment of any
amounts due pursuant to Section 4.4 by Greektown Holdings and its Subsidiaries,
assign, in accordance with Section 13.11.1, all of its Commitments, Loans, its
rights and obligations under this Agreement and all other Loan Documents (including Letter
of Credit Reimbursement Obligations, if applicable) to such designated financial
institution; provided, however, that (i) such assignment shall be without
recourse, representation or warranty (except as to (x) such Unsuitable Lender’s then
existing Commitment Amount(s) and the principal amount of Loans held by such Unsuitable
Lender and (y) the absence of Liens arising by, through and under the Unsuitable Lender) and
shall be on terms and conditions reasonably satisfactory to such Unsuitable Lender and such
designated financial institution, (ii) the purchase price paid by such designated financial
institution shall be in the amount of such Unsuitable Lender’s Loans and its Percentage of
outstanding Letter of Credit Reimbursement Obligations, together with all accrued and unpaid
interest and fees in respect thereof, plus all other amounts (including the amounts demanded
and unreimbursed under Sections 4.3, 4.4, 4.5 and 4.6),
owing to such Unsuitable Lender hereunder and (iii) Greektown Holdings and its Subsidiaries
shall pay to the Unsuitable Lender and the Administrative Agent all reasonable out-of-pocket
expenses incurred by the Unsuitable Lender and the Administrative Agent in connection with
such assignment and assumption (including the processing fees described in Section
13.11.1); provided further, however, that if Greektown Holdings
fails to find a substitute



72









 






financial institution within any time specified by the MGCB for the withdrawal of such
Unsuitable Lender (the “Withdrawal Period”), Greektown Holdings and its Subsidiaries shall,
if required by the MGCB, pay in full the outstanding principal amount of the Loans made by
such Unsuitable Lender (without giving effect to Section 4.8) and shall be deemed to
have requested a reduction in each of the aggregate amounts of the Commitment Amounts
relating to all Commitments held by such Lender, in each case, in an amount equal to such
Unsuitable Lender’s then existing Commitment Amounts.




     (d) Upon any termination or assignment described in clauses (a), (b) or (c), such
replaced Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of any provisions of this Agreement which by their terms survive the termination of
this Agreement.



     SECTION 4.12 Replacement of Issuer. The Issuer hereby agrees as set forth in this
Section.




     (a) If S&P or Moody’s shall, after the date hereof, downgrade the long term certificate
of deposit rating or long-term senior unsecured debt rating of the Issuer, and the resulting
ratings shall be below A and Aa3, respectively, or the equivalent, Greektown Holdings may,
within thirty (30) days of receipt by it of notice of such downgrade and while such
downgrade is in effect, give notice in writing to the Administrative Agent and the Issuer of
its intention to replace the Issuer (or have the Issuer replaced) with another financial
institution and, within thirty (30) days after the date of such notice, designate the
financial institution which is to replace the Issuer. If the Administrative Agent, in the
exercise of its reasonable discretion and within thirty (30) days of its receipt of the
notice which so designates such financial institution, notifies Greektown Holdings and the
Issuer in writing that the designated financial institution is satisfactory to the
Administrative Agent (such consent not being required where such financial institution is
already a Lender or an Approved Fund and has also obtained all necessary approvals, if
required, by the MGCB), then the Issuer shall, subject to any approval rights of the MGCB
and the payment of any amounts due pursuant to Section 4.4 by Greektown Holdings and
its Subsidiaries, assign, in accordance with Section 13.11.1, all of its Letter of
Credit Commitments and other rights and obligations under this Agreement and all other Loan
Documents to such designated financial institution; provided, however, that
(i) such assignment shall be without recourse, representation or warranty (except as to (x)
the Issuer’s then existing Letter of Credit Commitment Amount and (y) the absence of Liens
arising by, through and under the Issuer) and shall be on terms and conditions reasonably
satisfactory to the Issuer and such designated financial institution, (ii) the purchase
price paid by such designated financial institution shall be in the amount of the then
aggregate amount of all unpaid and outstanding Letter of Credit Reimbursement Obligations,
together with all accrued and unpaid interest and fees in respect thereof, plus all other
amounts (including the amounts demanded and unreimbursed under Sections 4.3,
4.4, 4.5 and 4.6), owing to the Issuer hereunder, (iii) such
assignment shall only be effective upon the termination of any outstanding Letters of Credit
that have been issued by the replaced Issuer and (iv) Greektown Holdings and its
Subsidiaries shall pay to the Issuer and the Administrative Agent all reasonable
out-of-pocket expenses incurred by the Issuer and the



73









 






Administrative Agent in connection with such assignment and assumption (including the
processing fees described in Section 13.11.1).




     (b) If upon any such termination or assignment, the replaced Issuer shall cease to be a
party hereto but shall continue to be entitled to the benefits of any provisions of this
Agreement which, by their terms, survive the expiration or earlier termination of this
Agreement.



ARTICLE V




FUNDING




     SECTION 5.1 Project Status. The parties hereto acknowledge that construction of the
Project has commenced prior to the date hereof and that, in connection therewith, (i) the Operating
Company has entered into the Jenkins Skanska Contract, (ii) the Borrowers and their Subsidiaries
have entered into certain Contracts, (iii) Jenkins Skanska has engaged certain Subcontractors and
(iv) the Borrowers and their Subsidiaries have incurred and paid for certain Project Costs. The
status of the Project and the conditions of the Project existing as of the date hereof are further
described in Schedule I.



     SECTION 5.2 Advances; Availability; Amount of Advances.



     SECTION 5.2.1 Availability. Subject to the satisfaction of all conditions precedent
listed in Article VI and the other terms and provisions of this Agreement and so long as no
Event of Default has occurred and is continuing, the Administrative Agent shall make or cause to be
made Advances in accordance with this Article V.



     SECTION 5.2.2 Advances for Direct Costs. No Advance will be made for any Direct Costs
unless the Work, the materials and the amount of the Direct Costs thereof are included in the
Construction Component of the Budget as Line Item Categories (or portions thereof) to be funded
from the Delayed Draw Term A Loans and the Delayed Draw Term A-1 Loans.



     SECTION 5.2.3 Advances for Indirect Costs. To the extent that any Advance Request
shall include Indirect Costs, the Administrative Agent will, upon satisfaction of the applicable
conditions set forth in this Agreement, include the full amount of such Indirect Costs in an
Advance if (a) such Indirect Costs are set forth in the Construction Component of the Budget as a
portion of the Project Costs to be funded from the Delayed Draw Term Loans and (b) the
Administrative Agent has received satisfactory evidence that such Indirect Costs are then due and
payable.



     SECTION 5.2.4 Advances for Unincorporated Materials. To the extent that any Advance
Request shall include any amount in respect of materials not yet incorporated into the Project, the
Administrative Agent will include such amount in an Advance only if (x) the amount included in such
Advance Request for such unincorporated materials is not greater than Five Million ($5,000,000)
Dollars, based on the Milestone Schedule and the Construction Schedule and subject to reasonable
adjustment if the durations for affected work items are re-sequenced or extended in the Milestone
Schedule or the Construction Schedule, or other adjustment



74









 




reasonably approved by the Administrative Agent in consultation with the Construction
Consultant; (y) the aggregate amount advanced pursuant to this Section 5.2.4 with respect
to materials that have not been so incorporated into the Project is not greater than Ten Million
($10,000,000) Dollars, based on the Milestone Schedule and the Construction Schedule and subject to
reasonable adjustment if the durations for affected work items are re-sequenced or extended in the
Milestone Schedule or the Construction Schedule, or other adjustment reasonably approved by the
Administrative Agent in consultation with the Construction Consultant; and (z) the following
provisions are satisfied, as applicable:





     (a) with respect to building materials, components or systems which have been completed
and are not otherwise subject to clause (b) of this Section 5.2.4, (i) such
materials, components or systems are stored in a secure area and are protected from theft,
vandalism and weather conditions to the reasonable satisfaction of the Construction
Consultant, (ii) the Construction Consultant has received satisfactory evidence that such
materials, components or systems are adequately insured for the benefit of the
Administrative Agent, the Borrowers, the Operating Company and each applicable Subsidiary of
the Borrowers, (iii) the Borrowers have provided the Construction Consultant with a detailed
inventory of such stored materials, components and systems and the Construction Consultant
has verified that such inventory items are stored as herein required and (iv) such stored
materials, components and systems are part of the DIP Collateral prior to or simultaneously
with the making of any such Advance; and




     (b) with respect to progress payments to a supplier of components or systems to be used
in the Project, (i) the Borrowers have provided the Construction Consultant with a copy of
the purchase order or Contract covering such component or system and all amendments thereto
or modifications thereof (certified by an Authorized Representative of the Borrowers as
being true, correct and complete in all respects) which shall not require any deposit of the
purchase price thereof in excess of amounts which are commercially reasonable and customary
in the industry (approximately ten to fifteen percent for ordinary items to forty (40%)
percent for customized items unless otherwise approved by the Administrative Agent in
consultation with the Construction Consultant), (ii) such purchase orders or Contracts, as
the case may be, are part of the DIP Collateral, (iii) the Borrowers have provided evidence
satisfactory to the Construction Consultant that such components or systems are adequately
insured for the benefit of the Administrative Agent, the Borrowers and each of their
applicable Subsidiaries and (iv) such components or systems are part of the DIP Collateral
prior to or simultaneously with the making of any such Advance.



     SECTION 5.3 Mechanics for Obtaining Advances.



     SECTION 5.3.1 Advance Request to Be Submitted to Administrative Agent. At such time
as the Borrowers shall desire to obtain an Advance, not more than once every twenty (20) days (or
such shorter period approved by the Administrative Agent) but not less frequently than once every
ninety (90) days, the Borrowers shall complete, execute and deliver to the Administrative Agent an
Advance Request. Each Advance Request shall constitute the Borrowers’ representation and warranty
to the Lenders that: (A) any completed construction for which an Advance is being requested is
substantially in accordance with the Plans and



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Specifications; (B) all costs for the payment of which the Lenders have previously advanced
funds have in fact been paid; (C) all the representations and warranties of the Borrowers contained
in the Loan Documents, including those set forth in Article VII of this Agreement, were
true, correct and complete as of the date of such Advance Request and as of the date of any
previous Advance and continue to be true and correct in all material respects on the Requested
Advance Date; and (D) no Default shall have occurred and be continuing hereunder or under any of
the Loan Documents. Each Advance Request shall be accompanied by:





     (a) a completed and itemized Application and Certificate for Payment (AIA Document No.
G702) or similar form approved by the Administrative Agent, containing the certification of
each Contractor to be paid from such Advance, and the certification of the applicable
Architect of Record in the form of Certificate for Payment in AIA Document No. G702,
together with invoices relating to all items of Project Costs in excess of $100,000 covered
thereby and accompanied by a cost breakdown showing the cost of Work on, and the cost of
materials incorporated into, the Improvements to the date of the Advance Request; the cost
breakdown shall also show the percentage of completion of each Line Item in the cost
breakdown and such percentages of completion shall be certified by the applicable Architect
of Record, and the accuracy of the cost breakdown shall be certified by the Borrowers; all
such applications for payment shall also show all Contractors and Subcontractors by name and
trade, the total amount of each Contract or Subcontract, the amount theretofore paid to each
Contractor and Subcontractor as of the date of such application, and the amount to be paid
from the proceeds of the Advance to each Contractor and Subcontractor;




     (b) a certificate of the Construction Consultant, certifying to the Administrative
Agent as to the value of completed Work, percentage of completed Work and compliance with
the Plans and Specifications;




     (c) certified copies of all executed Change Orders, Contracts and Subcontracts, and, to
the extent requested by the Administrative Agent, of all inspection or test reports and
other documents relating to the construction of the Improvements not previously delivered to
the Administrative Agent; and




     (d) such other information, documentation and certification as the Administrative Agent
shall reasonably request.


Within ten (10) days after a Borrowing of Revolving Loans to fund Project Costs unless included in
a pending Advance Request, the Borrowers shall deliver the information required under this
Section 5.3.1 with respect to the Project Costs so funded.




     SECTION 5.3.2 Procedures of Advances. Each Advance Request shall be submitted to the
Administrative Agent at least ten (10) days (or such shorter period approved by the Administrative
Agent) prior to the date of the requested Advance (the “Requested Advance Date”). If the
Administrative Agent (in consultation with the Construction Consultant) disapproves one or more
particular payments or disbursements requested by the Advance Request, but the Advance Request
otherwise complies with the requirements hereof, then the Administrative Agent (in consultation
with the Construction Consultant) shall approve the



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Advance Request and all payments and disbursements requested therein other than the particular
payments or disbursements so disapproved.




     SECTION 5.4 No Approval of Work. The making of any Advance shall not be deemed an
approval or acceptance by the Administrative Agent, the Construction Consultant or any Lender of
any work, labor, supplies, materials or equipment furnished or supplied with respect to the
Project.



ARTICLE VI




CONDITIONS TO CREDIT EXTENSIONS; EFFECTIVENESS




     SECTION 6.1 Initial Conditions Precedent to the Additional DIP Facility. The initial
availability of the Additional DIP Facility shall be conditioned upon satisfaction or waiver of the
following conditions precedent.



     SECTION 6.1.1 Cases. The Cases shall have been commenced.



     SECTION 6.1.2 First Day Orders. All of the First Day Orders and all related pleadings
to be entered on the Petition Date or shortly thereafter shall have been reviewed in advance by the
Administrative Agent and shall be satisfactory in form and substance to the Administrative Agent.



     SECTION 6.1.3 Interim Order; Construction Order. (a) The Bankruptcy Court shall have
entered the Interim Order substantially in the form of Exhibit A, upon motion in form and
substance satisfactory to the Administrative Agent and on such prior notice to such parties as may
be satisfactory to the Administrative Agent and the Co-Managers.




     (b) The Interim Order and the Contractor Order shall not have been reversed, modified
or amended without the prior written consent of the Administrative Agent and the
Co-Managers, stayed, vacated or subject to any pending appeal.




     (c) The Debtors shall be in compliance with the Interim Order and the Contractor Order.



     SECTION 6.1.4 Delivery of Budget. The Borrowers shall have delivered a thirteen (13)
week Budget and a one-year budget that are satisfactory to the Administrative Agent and the
Co-Managers.



     SECTION 6.1.5 Restructuring Advisor. The Borrowers shall have retained the
Restructuring Advisor on terms and in a capacity vesting it with authority over the operations of
the Operating Company and the Borrowers that are acceptable to the Administrative Agent and the
Co-Managers.



     SECTION 6.1.6 Borrowers’ Construction Advisor. The Borrowers shall have retained
Hammes as construction consultant or such other professional, satisfactory to the Administrative
Agent and the Co-Managers, to oversee, in general, construction, provide updates and facilitate
items with the various constituencies.



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     SECTION 6.1.7 Approval by MGCB; Effectiveness of Licenses. (a) MGCB Approval shall
have been obtained for the DIP Facility and related transactions and all provisions thereof, in
form and substance satisfactory to the Administrative Agent, the Co-Managers and the Borrowers, (b)
the Borrowers shall have provided evidence satisfactory to the Administrative Agent and the
Co-Managers regarding the continued effectiveness of the Gaming License, liquor license(s) and
legal authority to conduct gaming from the MGCB or the City; provided, however,
that if such licenses are current and outstanding as of the Effective Date, the condition in this
clause (b) shall be deemed satisfied and (c) the Debtors shall be in compliance with the
MGCB Approval.



     SECTION 6.1.8 Taxes and Liens Paid. All Taxes and Liens, except for Permitted Liens,
shall have been paid and current and no action shall have been taken against the Real Property
owned by the Borrowers or the Subsidiary Guarantors or any Improvements constructed thereon with
regard to eminent domain.



     SECTION 6.1.9 Operative Documents. Each Operative Document, except for the
Construction Documents, shall be in full force and effect, without amendment since the respective
date of its execution and delivery (other than amendments which are permitted by this Agreement or
which have otherwise been approved by the Administrative Agent and, in each case, which have been
delivered to the Administrative Agent), and in a form which was approved by the Administrative
Agent, except as otherwise permitted pursuant to this Agreement. All obligations and requirements
thereunder which are to be performed or satisfied, as the case may be, shall have been performed
and satisfied in all material respects (taking into account the application of Section 13.3 of the
Development Agreement) and both before and after giving effect to this Agreement and any
Instruments required hereunder, no act, condition or event shall exist which, with the giving of
notice and/or passage of time would constitute a breach or event of default thereunder.



     SECTION 6.1.10 Authority of Greektown Holdings and its Subsidiaries. Greektown
Holdings shall deliver to the Administrative Agent (x) a copy of the Organizational Documents of it
and its Subsidiaries, certified by an Authorized Representative of Greektown Holdings and such
Subsidiary, as applicable, and (y) a copy of one or more resolutions or other authorizations of the
Board of Managers or Board of Directors, as applicable, of Greektown Holdings and its Subsidiaries
certified by the Authorized Representative of such Board of Managers or Board of Directors, as
applicable, as being in full force and effect on the Effective Date, authorizing the Loans herein
provided for, and the execution, delivery and performance of this Agreement, and any Instruments
required hereunder or thereunder to which each such Person is a party.



     SECTION 6.1.11 Incumbency of Greektown Holdings and its Subsidiaries. Greektown
Holdings shall deliver to the Administrative Agent a certificate from it and each of its
Subsidiaries, signed by an Authorized Representative of Greektown Holdings or such Subsidiary, as
applicable, and dated as of the Effective Date, as to the incumbency of the Person or Persons
authorized to execute and deliver this Agreement, and any Instruments or agreements required
hereunder or thereunder to which each such Person is a party.



     SECTION 6.1.12 Corporate Proceedings. All corporate, limited liability company,
partnership and legal proceedings and all Instruments in connection with the transactions



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contemplated by this Agreement, shall be reasonably satisfactory in form and substance to the
Administrative Agent and the Administrative Agent shall have received all information and copies of
all documents, including records of corporate, limited liability company or partnership proceedings
and copies of any approval by any Governmental Instrumentality required in connection with the
Loans and the transactions contemplated hereby and by the other Loan Documents, which the
Administrative Agent may reasonably have requested in connection therewith, such documents to be
reasonably satisfactory in form and substance to the Administrative Agent and, where appropriate,
to be certified by the requisite corporate, limited liability company or partnership officers or
Governmental Instrumentalities.




     SECTION 6.1.13 No Violation of Certain Regulations. Neither the entering into of this
Agreement, nor any Instrument executed in connection therewith, shall violate any law, including
Regulation T, Regulation U or Regulation X of the Board of Governors of the FRS Board.



     SECTION 6.1.14 Fees. All amounts required to be paid to or deposited with the
Administrative Agent, the Original Lenders, the Issuer, the Prepetition Agent, the Prepetition
Issuer, the Prepetition Lenders and the Co-Managers and all Taxes, fees and other costs payable in
connection with the execution, delivery, recordation and filing of the documents and instruments
referred to in this Section 6.1, shall have been paid or deposited, as the case may be, in
full. Each Borrower shall have paid or cause to be paid (i) all Taxes, fees, expenses and other
charges then due and payable by it under this Agreement and the other Loan Documents, including all
Taxes, fees, costs and expenses due and payable pursuant to Sections 3.3 and 13.3,
if then invoiced, in each case to the extent required to be paid by the Borrowers and (ii) all
Taxes (as such term is defined in the Prepetition Credit Agreement), fees, expenses and other
charges then due and payable by it under the Prepetition Credit Agreement, in each case, on or
before the Effective Date.



     SECTION 6.1.15 Delivery of Loan Documents by the Borrowers. The Administrative Agent
shall have received this Agreement, duly executed and delivered by Authorized Representatives of
the Borrowers and satisfactory to the Administrative Agent and the Co-Managers, along with such
other documents deemed necessary or appropriate with respect to the DIP Facility, in each case,
satisfactory to the Lenders in their sole discretion.



     SECTION 6.1.16 Insurance Polices. Insurance maintained pursuant to the Prepetition
Credit Agreement shall be in place and in full force and effect and coverage shall extend to the
Temporary Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels,
the Easements and the Improvements thereon.



     SECTION 6.1.17 Satisfactory Form and Substance. All documents, closing certificates,
resolutions, solvency letters and/or certificates executed or submitted pursuant hereto by or on
behalf of Greektown Holdings or any of its Subsidiaries shall be reasonably satisfactory in form
and substance to the Administrative Agent and its counsel and the Administrative Agent and its
counsel shall have received all information, approvals, documents or instruments as the
Administrative Agent or its counsel may reasonably request.




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     SECTION 6.1.18 Ownership of Greektown Holdings. Each of Kewadin and Monroe shall own
all of the issued and outstanding Capital Stock of Greektown Holdings, and Greektown Holdings shall
own all of the issued and outstanding Capital Stock of the Operating Company, Greektown Corporation
and each Subsidiary Guarantor.



     SECTION 6.1.19 Other Documents. The Administrative Agent shall have received such
other documents and evidence as the Administrative Agent may reasonably request in connection with
the transactions contemplated by this Agreement.



     SECTION 6.1.20 Management Consultant. The Operating Company shall have entered into a
consulting agreement with The Fine Point Group and all persons performing services on behalf of The
Fine Point Group (the “Consultant”) satisfactory in all respects to the Administrative Agent, the
retention of the Consultant shall have been approved by the MGCB, the Bankruptcy Court and, if
required, the City, and the Consultant shall have commenced the performance of its services under
such consulting agreement.



     SECTION 6.1.21 Board of Managers. The Borrowers shall have installed Louis Glazier
and Jacob Miklojcik, who shall have been approved by the MGCB, as members of the Board of Managers
of the Operating Company and Greektown Holdings which shall consist of either (i) five (5) voting
board members or (ii) three (3) voting board members, in each case, after Louis Glazier and Jacob
Miklojcik have been installed as such members.



     SECTION 6.1.22 Consolidated EBITDAR. The Borrowers shall have delivered a Compliance
Certificate, executed by the chief financial or accounting Authorized Representative of Greektown
Holdings, showing compliance with its covenant set forth in Section 8.2.4 that Consolidated
EBITDAR for the month ending on January 31, 2009 shall not be less than $2,000,000.



     SECTION 6.2 Conditions Precedent to All Loans and Letters of Credit. Not in
limitation but in furtherance of the other conditions in this Agreement and the other Loan
Documents after the Effective Date, the following ongoing conditions, in addition to the conditions
contained in Section 6.1, shall be satisfied or waived prior to making any Loan or issuing
any Letters of Credit.



     SECTION 6.2.1 Representations and Warranties. Both before and after giving effect to
any Borrowing, the following statements shall be true and correct:




     (a) the representations and warranties contained in Article VII
(excluding, however, those contained in Section 7.8) and each other
Loan Document are accurate as if made on the Effective Date (except those that relate to a
different date) except to the extent that the failure of the foregoing to be the case could
not reasonably be expected to result in a Material Adverse Effect;




     (b) except as disclosed by Greektown Holdings and its Subsidiaries to the
Administrative Agent pursuant to Section 7.8 of this Agreement there exists



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     (i) no material litigation which could reasonably be expected to result in a
Material Adverse Effect or which purports to affect the legality, validity or
enforceability of any Operative Document; and




     (ii) no material development shall have occurred in any litigation disclosed
pursuant to Section 7.8 which could reasonably be expected to result in a
Material Adverse Effect;




     (c) there is no act, event or condition which could reasonably be expected to result in
a Material Adverse Effect;




     (d) there is no default or event of default with respect to the Development Agreement,
the Indemnity Agreement or the Trappers Alley Lease which could be reasonably be expected to
result in a Material Adverse Effect; and




     (e) no claims that are senior to or pari passu with the superpriority claims of the
Administrative Agent and the Lenders shall exist, other than the Carve-Out and the
Post-Default Carve-Out.



     SECTION 6.2.2 No Events of Default or Material Adverse Effect. No Default or Material
Adverse Effect shall have occurred and be continuing or, after giving effect to such Borrowing,
could reasonably be expected to result, as certified by the Borrowers in the relevant Borrowing
Request or Advance Request.



     SECTION 6.2.3 Borrowing Request. The Administrative Agent shall have received a
Borrowing Request or Advance Request, as applicable, for the Loan being requested or a Letter of
Credit Issuance Request if a Letter of Credit is being requested or extended, in each case executed
by an Authorized Representative and reviewed by the Restructuring Advisor together with all
attachments, exhibits and certificates which conform to the requirements of Section 2.3.
Each delivery of a Borrowing Request, Advance Request or Letter of Credit Issuance Request and the
acceptance by the Borrowers of the proceeds of such Credit Extension shall constitute a
representation and warranty by the Borrowers that on the date of such Credit Extension (both
immediately before and after giving effect to such Credit Extension and the application of the
proceeds thereof) the statements made in Section 6.2.1 and Section 6.2.2 are true
and correct in all material respects.



     SECTION 6.2.4 Additional Documents. With respect to any Operative Documents entered
into or obtained, transferred or required since the date of the most recent Borrowing (if a
subsequent Borrowing) there shall be redelivery of such matters as are described in Section
6.1.10, Section 6.1.12 (to the extent such Operative Document is in substitution of or
is a replacement for another Operative Document) and, if requested by the Administrative Agent,
Section 6.1.11, in each case to the extent not previously addressed. If such delivery or
redelivery has not been made, the Borrowing shall not be made by the Administrative Agent until the
conditions set forth herein have been satisfied. Delivery of all Construction Documents entered
into or obtained, transferred or required (whether because of the status of the construction or
operation of the Project or otherwise) since the date of the most recent Advance (if a subsequent
Advance) and approval thereof by the Construction Consultant and the Administrative Agent. If



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such delivery or redelivery has not been made and approved, the portion of the Advance
covering any payment to be made pursuant to such Construction Documents shall not be advanced by
the Administrative Agent until the conditions set forth herein have been satisfied.




     SECTION 6.2.5 Certificate of Suitability. The Certificate of Suitability shall be in
full force and effect and not subject to any judicial or administrative proceedings (except for
routine administrative procedures relating to any extension thereof so long as no facts or
circumstances exist which indicate that such extension may not be timely granted without material
difficulty, expense or delay) and all rights to contest the issuance thereof have expired.



     SECTION 6.2.6 Fees and Expenses. The Borrowers shall have paid out of the requested
Borrowing or otherwise all fees, expenses and other charges then due and payable by it under this
Agreement and the other Loan Documents or under any agreements between the Administrative Agent and
any of the Independent Consultants.



     SECTION 6.2.7 No Restriction. No order, judgment or decree of any court, arbitrator
or Governmental Instrumentality shall purport to enjoin or restrain Greektown Holdings or its
Subsidiaries, the Administrative Agent and/or any of the Lenders from making the Borrowing to be
made by it on the date set forth in the Borrowing Request.



     SECTION 6.2.8 Permits. (a) All Permits as required to have been obtained by
Greektown Holdings and its Subsidiaries or any other Person by the date of such Borrowing shall
have been issued and be in full force and effect, shall not be subject to current legal proceedings
or to any unsatisfied conditions (that are required to be satisfied by the date of such Borrowing)
that could reasonably be expected to require material modification or revocation and all applicable
appeal periods with respect thereto shall have expired and a true and correct copy thereof, if not
previously delivered, shall have been delivered to the Administrative Agent.




     (b) With respect to any of the Permits as not yet required to be obtained by the date
of such Borrowing, (x) each such Permit is of a type that is routinely granted on
application and (y) no facts or circumstances exist which indicate that any such Permit will
not be timely obtainable without material difficulty, expense or delay by Greektown
Holdings, its Subsidiaries or the applicable Person, respectively, prior to the time that it
becomes required.



     SECTION 6.2.9 Satisfactory Form and Substance. All documents, closing certificates,
resolutions and/or certificates executed or submitted with respect to such Borrowing shall be
reasonably satisfactory in form and substance to the Administrative Agent and its counsel and the
Administrative Agent and its counsel shall have received all information, approvals, documents or
instruments as the Administrative Agent or its counsel may reasonably request.



     SECTION 6.2.10 Searches. The Administrative Agent shall have received such judgment,
federal tax lien, building code violation and other searches of public records as the
Administrative Agent may reasonably require with respect to the Temporary Casino Complex, the
Surplus Parcels, the Trappers Alley Parcel, the Development Parcels and the Permanent Casino
Complex.



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     SECTION 6.2.11 Delayed Draw Term Loan Advances. Any Advances of Delayed Draw Term A
Loans, Delayed Draw Term A-1 Loans or Delayed Draw Term B-1 Loans for construction costs for the
Project in accordance with the Construction Component of the Budget shall be conditioned upon
satisfaction or waiver of the additional conditions precedent set forth in Section 6.4.



     SECTION 6.2.12 Other Documents. The Administrative Agent shall have received such
other documents and evidence as the Administrative Agent may reasonably request.



     SECTION 6.2.13 Additional DIP Milestones. The Borrowers shall have satisfied the
Additional DIP Milestones by the Additional DIP Milestone Dates, as applicable.



     SECTION 6.3 Credit Extensions Following the Interim Order. The making of any Credit
Extension after thirty (30) days following the date on which the Bankruptcy Court enters the
Interim Order shall be subject to the further conditions that (a) the Amended Final Order shall
have been entered by the Bankruptcy Court and such Amended Final Order shall not have been
reversed, modified or amended without the prior written consent of the Administrative Agent,
stayed, vacated or subject to any pending appeal and (b) the Administrative Agent shall have
received the Cash Collateral Account Agreement, duly executed and delivered by Authorized
Representatives of the Borrowers and satisfactory to the Administrative Agent in its sole
discretion.



     SECTION 6.4 Construction Advances. Any Advances of Delayed Draw Term A Loans, Delayed
Draw Term A-1 Loans or Delayed Draw Term B-1 Loans for construction costs for the Project in
accordance with the Construction Component of the Budget shall be conditioned upon satisfaction or
waiver of the following conditions precedent in addition to the conditions set forth in this
Article VI.



     SECTION 6.4.1 Plans and Specifications. Delivery to the Construction Consultant of
all Plans and Specifications for the Project in existence on the date of the Initial Advance in
form and substance satisfactory to the Construction Consultant, as certified to in the Construction
Consultant’s Advance Certificate. If the Initial Advance includes amounts for Project Costs
incurred for construction work for portion(s) of the Project, Final Plans and Specifications for
such portions of the Project shall also be delivered. Following the review and approval of the
Final Plans and Specifications for a portion of the Project, no modifications may be made thereto
unless the Borrowers have complied with the applicable provisions of Sections 8.2.13 (b),
8.2.26, 8.2.27 and 8.2.28.



     SECTION 6.4.2 Utility Availability. The Construction Consultant shall be satisfied,
as certified in the Construction Consultant’s Advance Certificate, that arrangements, which are
reflected accurately in the Construction Component of the Budget, have been or will be made under
the Jenkins Skanska Contract or Contracts or otherwise on commercially reasonable terms for the
provision of all services, materials and utilities necessary for the construction, operation and
maintenance of the Project as contemplated by the Construction Documents, the Project Documents and
the Plans and Specifications.



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     SECTION 6.4.3 Construction Consultant’s Certificates and Report. Delivery to the
Administrative Agent of the Construction Consultant’s Advance Certificate signed by an Authorized
Representative of the Construction Consultant together with the Construction Consultant’s Report in
form and substance reasonably satisfactory to the Administrative Agent, attached thereto.



     SECTION 6.4.4 Budget; Construction Component of the Budget. Delivery to the
Administrative Agent and the Construction Consultant of the Construction Component of the Budget
which shall include (w) a breakdown of all Direct Costs and Indirect Costs by Line Items and Line
Item Categories which are to be paid from the Accounts, together with a schedule of costs by trades
and Project Costs (including Project Costs incurred (whether paid or unpaid) prior to, as well as
on and after, the Effective Date, interest and initial working capital required to operate the
Project on and after the completion of the Project), (x) a drawdown schedule for amounts necessary
to achieve completion and such other information relative to such Project Costs and the funding
thereof as the Administrative Agent may reasonably require, (y) a balanced statement of sources and
uses of proceeds (and any other funds necessary to complete the Project), broken down by Line Item
and Line Item Categories and (z) other customary requirements for construction draws.



     SECTION 6.4.5 Construction Schedule. Delivery to the Administrative Agent and the
Construction Consultant of the Construction Schedule which shall be in form and substance
satisfactory to the Administrative Agent and the Co-Managers which shall not be unreasonably
withheld or delayed if the Construction Schedule complies with the Milestone Schedule.



     SECTION 6.4.6 Certificate from each Architect of Record. Delivery to the
Administrative Agent of each Architect’s Advance Certificate signed by an Authorized Representative
of each applicable Architect of Record.



     SECTION 6.4.7 Insurance. The Required Insurance shall be in place and in full force
and effect.



     SECTION 6.4.8 Construction Consultant’s Advance Certificate. The Administrative Agent
shall have received the Construction Consultant’s Advance Certificate with respect to the requested
Advance as and when required by Section 5.3.2 approving the corresponding Advance Request.



     SECTION 6.4.9 Lien Releases. The Borrowers shall have delivered or caused to be
delivered to the Administrative Agent and the Construction Consultant five (5) days prior to the
Requested Advance Date conforming with the Contractor Order:




     (a) Executed Unconditional Releases. Duly executed acknowledgments of payments
and unconditional releases of construction and materialmen’s liens in form and substance
reasonably satisfactory to the Administrative Agent and the Construction Consultant from
Jenkins Skanska and each Contractor and Subcontractor whose Contract or Subcontract amount
is in excess of One Hundred Fifty Thousand ($150,000) Dollars for all work, services and
materials, including equipment and fixtures of all kinds, done, performed or furnished for
the construction of the Project through the Effective Date with



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respect to the Initial Advance and, with respect to all Advances thereafter, through
and including the date of the work, services and materials for which such Contractor and
Subcontractor has received payment covered by the immediately preceding Advance Request and
for all work, services and materials performed or furnished prior thereto (other than the
applicable Retainage Amount and work, services or materials performed or furnished but not
included in an Advance Request, and, subject to the limitation set forth below, work,
services or materials for which such Contractor or Subcontractor has not received payment).





     (b) Form of Unconditional Releases to be Obtained. An acknowledgment of
payments and unconditional releases of construction and materialmen’s liens in form and
substance reasonably satisfactory to the Administrative Agent and the Construction
Consultant that are to be executed and delivered by Jenkins Skanska and each Contractor and
Subcontractor whose Contract or Subcontract amount is in excess of One Hundred Fifty
Thousand ($150,000) Dollars upon payment from the pending Advance Request for all work,
services and materials, including equipment and fixtures of all kinds, done, performed or
furnished for the construction of the Project through the Effective Date with respect to the
Initial Advance and, with respect to all Advances thereafter, through and including the date
of the work, services and materials for which such Contractor and Subcontractor is to
receive payment covered by such pending Advance Request and for all work, services and
materials performed or furnished prior thereto (other than the applicable Retainage Amount
and work, services or materials performed or furnished but not included in an Advance
Request, and, subject to the limitation set forth below, work, services or materials for
which such Contractor or Subcontractor has not received payment).


If the Borrowers are unable to deliver an unconditional release of lien for one or more Contractors
or Subcontractors as required by clause (a) of this Section 6.4.9, the Borrowers
shall submit (x) its certification that the amounts to be covered by the unconditional lien
releases that have not been delivered do not exceed the aggregate amount of Three Million Five
Hundred Thousand ($3,500,000) Dollars and all such amounts are being held in compliance with
Section 8.2.32 or (y) a revised Advance Request in accordance with Section 5.3.1
which revised Advance Request shall exclude amounts included in the immediately preceding Advance
for such Contractors and Subcontractors and to otherwise reasonably protect the Lenders from liens;
but the failure to deliver such unconditional releases shall not otherwise preclude the issuance of
the Advance from the Accounts provided that all other conditions to such Advance have been
satisfied.




     SECTION 6.4.10 In Balance Requirement. The Construction Component of the Budget shall
be In Balance.



     SECTION 6.4.11 No Waiver or Estoppel.




     (a) The making of any Advance hereunder shall not preclude the Administrative Agent
from later asserting (and enforcing any remedies it may have in connection therewith) that
any representation, warranty or certification made or deemed made by the Borrowers in
connection with such Advance was not true and accurate when



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made. No course of dealing or waiver by the Administrative Agent in connection with
any condition precedent to any Advance under this Agreement shall impair any right, power or
remedy of the Administrative Agent with respect to any other condition precedent, or be
construed to be a waiver thereof; nor shall the action of the Administrative Agent in
respect of any Advance affect or impair any right, power or remedy of the Administrative
Agent in respect of any other Advance.




     (b) Unless express notice is delivered to the Borrowers by the Administrative Agent and
without prejudice to the generality of clause (a) above, any waiver by any such
Person of any condition under this Agreement shall not affect the right of such Person to
require compliance of the condition so waived for the purpose of any subsequent Advance.



     SECTION 6.4.12 Confirmation of Jenkins Skanska. If requested by the Administrative
Agent, all payments to Jenkins Skanska shall be conditioned upon delivery of a certification,
satisfactory to the Administrative Agent, which shall provide, among other things, that (a) the
Borrowers have performed in all material respects their obligations under the Jenkins Skanska
Contract and (b) Jenkins Skanska has received evidence satisfactory to it that financial
arrangements have been made by the Borrowers to pay for all remaining construction costs in
accordance with the Construction Component of the Budget.



ARTICLE VII




REPRESENTATIONS AND WARRANTIES




     In order to induce the Lenders, the Issuer and the Administrative Agent to enter into this
Agreement and to make the Commitments hereunder, each Borrower represents and warrants unto the
Administrative Agent, the Issuer and each Lender as set forth in this Article VII.



     SECTION 7.1 Organization, etc. Greektown Holdings and each of its Subsidiaries is
validly organized and existing and in good standing under the laws of the state or jurisdiction of
its organization, is duly qualified to do business and is in good standing in each jurisdiction
where the nature of its business requires such qualification and where failure to do so could
reasonably be expected to result in a Material Adverse Effect; and has full power and authority and
holds all requisite governmental licenses, permits and other approvals to enter into and perform
its Obligations under this Agreement and each of the other Operative Documents to which it is a
party and to own, hold and, if applicable, lease its property and to conduct its business
substantially as currently conducted by it the absence of which could reasonably be expected to
result in a Material Adverse Effect; provided, however, that the failure of
Greektown Holdings or any of its Subsidiaries to be in good standing in the State of Michigan shall
be deemed to be a Material Adverse Effect.



     SECTION 7.2 Due Authorization, Non-Contravention, etc. The execution, delivery and
performance by Greektown Holdings and its Subsidiaries of this Agreement and each of the other
Operative Documents to which it is a Party, and participation by Greektown Holdings and its
Subsidiaries, in the consummation of all aspects of the Transaction, and the execution, delivery
and performance by Greektown Holdings and its Subsidiaries of the other material



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agreements executed and delivered in connection with the Transaction are, in each case, within
the such Person’s powers, have been duly authorized by all necessary action, and do not





     (a) contravene any Organizational Documents of such Person;




     (b) contravene any of the Operative Documents or any other material contractual
restriction binding on or affecting such Person;




     (c) contravene (i) any court decree or order binding on or affecting any such Person or
(ii) any Legal Requirement binding on or affecting any such Person; or




     (d) result in, or require the creation or imposition of, any Lien on any of such
Person’s properties (other than Permitted Liens).



     SECTION 7.3 Government Approval, Regulation, etc. After giving effect to the Interim
Order or the Amended Final Order, as the case may be, except for the approvals, exemptions and
determinations set forth in the MGCB Approval, no authorization or approval or other action by, and
no notice to or filing with, any Governmental Instrumentality or regulatory body or other Person
(other than those that have been, or on the Effective Date will be, duly obtained or made and which
are, or on the Effective Date will be, in full force and effect and except for filings and
registrations of any UCC financing statements, the Mortgage, the Realty Equity Mortgage, the TGCP
Mortgage or intellectual property filings (all of which have been duly executed and delivered to
the Administrative Agent on or before the Original Closing Date by the Borrowers) reasonably
advisable or necessary to record the Lenders’ security interest in certain personal, real or
intellectual property included in the DIP Collateral) is required for the due execution, delivery
or performance by the Borrowers of this Agreement and any other Loan Document to which it is a
party, in each case by the parties thereto, or the consummation of the Transaction.



     SECTION 7.4 Validity, etc. After giving effect to the Interim Order or the Amended
Final Order, as the case may be, this Agreement, each of the Operative Documents previously
executed by Greektown Holdings and its Subsidiaries and each of the Loan Documents executed by
Greektown Holdings and its Subsidiaries will, on the due execution and delivery thereof by such
Person, constitute the legal, valid and binding obligation of such Person enforceable against it in
accordance with its terms (except, in any case above, as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by principles of equity).



     SECTION 7.5 Budget. The Budget:




     (a) sets forth the amount allocated to each line item during the thirteen (13) week
period covered by such Budget and the total amounts which are anticipated to be incurred
through the end of such thirteen (13) week period;



     (b) is consistent in all material respects with the provisions of the Loan Documents,
the Orders, the Business Plan and, after delivery thereof, the plan of reorganization;



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     (c) has been prepared in good faith, and to the best knowledge of each Borrower, fairly
represents the Borrowers’ current expectation as to the matters covered thereby.



     SECTION 7.6 Financial Information. The financial statements of Greektown Holdings and
its Subsidiaries, the Temporary Casino Complex and, if applicable, the Permanent Casino furnished
or to be furnished to the Administrative Agent pursuant to Section 8.1.1 or otherwise have
been prepared in accordance with GAAP consistently applied, and present fairly the financial
condition of Greektown Holdings and its Subsidiaries, the Temporary Casino Complex and, if
applicable, the Permanent Casino as at the dates thereof and the results of their operations for
the periods then ended. All balance sheets, all statements of operations, equity amounts, cash
flow and all other financial information of Greektown Holdings and its Subsidiaries, the Temporary
Casino Complex and, if applicable, the Permanent Casino furnished or to be furnished pursuant to
Section 8.1.1 or otherwise have been and will for periods following the Original Closing
Date be prepared in accordance with GAAP consistently applied, and do or will present fairly the
financial condition of Greektown Holdings and its Subsidiaries, the Temporary Casino Complex and,
if applicable, the Permanent Casino as at the dates thereof and the results of their operations for
the periods then ended, except that quarterly financial statements need not include footnote
disclosure and may be subject to ordinary year-end adjustment.



     SECTION 7.7 No Material Adverse Effect. No Material Adverse Effect has occurred since
the date of the financial statements of Greektown Holdings and its Subsidiaries most recently
delivered to the Administrative Agent pursuant to Section 8.1.1.



     SECTION 7.8 Litigation, Labor Controversies, etc. There is no pending material
litigation, action, proceeding, or labor controversy which could reasonably be expected to result
in a Material Adverse Effect or which purports to affect the legality, validity or enforceability
of this Agreement or any other Operative Document, except as disclosed in Item 7.8 of the
Disclosure Schedule.



     SECTION 7.9 Ownership of Properties. Greektown Holdings and its Subsidiaries do not
own, lease or hold any option to own or lease any Real Property other than the Temporary Casino
Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels, if applicable,
the Permanent Casino Complex, the Easements, the Improvements and the properties listed in Item
7.9 of the Disclosure Schedule. Greektown Holdings and its Subsidiaries (x) in the
case of Real Property owned by it or them, has good and marketable fee title to, (y) in the case of
Real Property leased by it or them, holds valid and enforceable leasehold interests in, all of such
owned or leased Real Property and (z) have good legal and beneficial title to the property, assets
and revenues on which each purports to grant Liens pursuant to the Loan Documents, in each case,
free and clear of all Liens or claims, except for Permitted Liens. Greektown Holdings and its
Subsidiaries (x) in the case of personal property owned by it or them, has good and valid title to,
and (y) in the case of personal property leased by it or them, holds valid and enforceable
leasehold interests in, all of such material personal properties and assets, tangible and
intangible, of any nature whatsoever, free and clear in each case of all Liens other than Permitted
Liens. Neither Greektown Holdings nor its Subsidiaries are a party to any agreement which grants
an option to any such Person to purchase or lease any Real Property or personal property. All
amounts due to any Governmental Instrumentality from Greektown Holdings or its Subsidiaries



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for the acquisition of the Development Parcels have been paid in full and no additional amount
will be due from Greektown Holdings or its Subsidiaries with respect thereto.




     SECTION 7.10 Taxes. (a) Greektown Holdings and its Subsidiaries have filed, or
caused to be filed, all material Tax and informational returns that are required to have been filed
by it or them in any jurisdiction, and have paid all material Taxes shown to be due and payable on
such returns and all other Taxes and assessments payable by it or them, to the extent the same have
become due and payable (other than those Taxes that it is contesting in good faith and by
appropriate proceedings, with adequate, segregated reserves established for such Taxes) and, to the
extent such Taxes are not due, has established reserves therefor by allocating amounts that are
adequate for the payment thereof and are required by GAAP.




     (b) Neither Greektown Holdings nor its Subsidiaries have incurred any material Tax
liability in connection with the Temporary Casino Complex, the Surplus Parcels, the Trappers
Alley Parcel, the Development Parcels (if applicable), the Permanent Casino Complex, the
Easements or the Improvements thereon or the other transactions contemplated by the
Operative Documents which has not been disclosed in writing to, and approved by, the
Administrative Agent, except as set forth in Item 7.10(b) of the Disclosure
Schedule.



     SECTION 7.11 Pension and Welfare Plans. Prior to the Original Closing Date and prior
to the date of any Credit Extension hereunder, no steps have been taken to terminate any Pension
Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give
rise to a Lien under section 302(f) of ERISA, unless such Lien is not valid pursuant to the
Bankruptcy Code. Except as disclosed in Item 7.11 of the Disclosure Schedule, no
condition exists or event or transaction has occurred with respect to any Pension Plan which would
reasonably be expected to result in the incurrence by Greektown Holdings or its Subsidiaries of any
material liability, fine or penalty. Except as disclosed in Item 7.11 of the
Disclosure Schedule neither Greektown Holdings nor its Subsidiaries have any material
Contingent Liability with respect to any post-retirement benefit under a Welfare Plan, other than
liability for continuation coverage described in Part 6 of Title I of ERISA.



     SECTION 7.12 Permits. There are no material Permits that are required or will become
required for the ownership or operation of the Temporary Casino Complex, the Surplus Parcels, the
Trappers Alley Parcel, the Development Parcels (if applicable), the Permanent Casino Complex, the
Easements or the Improvements thereon other than the Permits disclosed to the Construction
Consultant. Each Permit as required to be obtained by the date that this representation is deemed
to be made is in full force and effect and is not at such time subject to any appeals or further
proceedings (other than with respect to renewal of such Permit from time to time) or to any
unsatisfied condition (that is required to be satisfied by the date that this representation is
deemed to be made) that may allow modification or revocation. Each Permit as not required to have
been obtained by the date that this representation is deemed to be made is of a type that is
routinely granted on application. Neither Borrower has any reason to believe that any Permit so
indicated will not be obtained before it becomes necessary for the continued operation of the
Temporary Casino Complex or, if applicable, the Permanent Casino Complex or that obtaining such
Permit will result in undue expense or delay. Neither Greektown Holdings nor its Subsidiaries are
in material violation of any condition in any Permit.



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     SECTION 7.13 Reorganization Matters. The Cases were commenced on the Petition Date in
accordance with applicable law and proper notice thereof and proper notice of the hearings to
consider entry of the Interim Order has been given and proper notice of the hearing to consider
entry of the Amended Final Order will be given.




     (a) After the entry of the Interim Order and the Amended Final Order, as applicable,
the Obligations will constitute allowed administrative expense claims in each of the Cases
having priority over all administrative expense claims and unsecured claims against each
Borrower and each Subsidiary Guarantor now existing or hereafter arising, of any kind
whatsoever, to the extent provided and as more fully set forth in the Interim Order and the
Amended Final Order.




     (b) The Interim Order (with respect to the Interim Period) or the Amended Final Order
(with respect to the period following the Interim Period), as the case may be, is in full
force and effect and has not been reversed, stayed, modified, varied or amended without the
consent of the Administrative Agent and the Required Lenders.




     (c) With respect to any Credit Extension following the Interim Period, the Bankruptcy
Court shall have entered the Amended Final Order no later than thirty (30) days after the
entry of the Interim Order, in form and substance satisfactory to the Administrative Agent
(A) authorizing and approving the DIP Facility, the Loan Documents and the transactions
contemplated hereby and by the other Loan Documents, including, without limitation, the
granting of the superpriority status, security interests and liens, and the payment of all
fees, referred to herein, in any other Loan Document and in the Fee Letters and (B) lifting
the automatic stay to permit the Loan Parties to perform their obligations and the
Administrative Agent and the Lenders to exercise their rights and remedies with respect to
the DIP Facility, this Agreement and the other Loan Documents, which Amended Final Order
shall be in full force and effect, shall not have been reversed, vacated or stayed and shall
not have been amended, supplemented or otherwise modified without the prior written consent
of the Administrative Agent and the Required Lenders. All orders entered by the Bankruptcy
Court pertaining to cash management, adequate protection and the DIP Facility shall, and all
other motions and documents filed or to be filed with, and submitted to, the Bankruptcy
Court in connection therewith shall be in form and substance reasonably satisfactory to
Administrative Agent. The Prepetition Agent under the Prepetition Credit Agreement, the
Prepetition Lenders and the Original Lenders shall not have objected to the entry of the
Amended Final Order (or if they have objected, shall have agreed to withdraw such
objection); and pursuant to the terms of the Amended Final Order, the automatic stay shall
have been modified to permit the creation and perfection of the Secured Parties’ Liens and
security interests and shall have been automatically vacated to permit enforcement of the
Secured Parties’ rights and remedies under this Agreement and the other Loan Documents.




     (d) After the entry of the Interim Order (with respect to the Interim Period) or the
Amended Final Order (with respect to the period following the Interim Period),
notwithstanding the provisions of Section 362 of the Bankruptcy Code, upon the Stated
Maturity Date (whether by acceleration or otherwise) of any of the Obligations, the
Administrative Agent and the Lenders shall be entitled to immediate payment of such



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Obligations and to enforce the remedies provided for hereunder and under the other Loan
Documents, without further application to or order by the Bankruptcy Court, as more fully
set forth in and subject to the Interim Order and the Amended Final Order.



     SECTION 7.14 Environmental Warranties. Except as set forth in Item 7.14 in
the Disclosure Schedule:




     (a) all facilities and property (including underlying groundwater) owned or leased by
Greektown Holdings and its Subsidiaries have been, and continue to be, owned or leased by
such Person in material compliance with all Environmental Laws;




     (b) there have been no past, and there are no pending or threatened




     (i) claims, complaints, notices or requests for information received by
Greektown Holdings or its Subsidiaries with respect to any alleged violation of any
Environmental Law, or




     (ii) complaints, notices or inquiries to Greektown Holdings or its Subsidiaries
regarding potential liability under any Environmental Law relating to such
facilities and property;




     (c) there have been no Releases of Hazardous Substances at, on or under any property
now or previously owned or leased by Greektown Holdings or its Subsidiaries or relating to
the Temporary Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the
Development Parcels (if applicable), the Permanent Casino Complex, or any Easements or the
Improvements thereon that, singly or in the aggregate, have, or could reasonably be expected
to result in a Material Adverse Effect;




     (d) Greektown Holdings and its Subsidiaries have been issued and are in material
compliance with all Permits relating to environmental matters which are necessary for its
and their businesses;




     (e) no property now or previously owned or leased by Greektown Holdings or its
Subsidiaries is listed or proposed for listing (with respect to owned property only) on the
National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of
sites requiring investigation or clean-up;




     (f) there are no underground storage tanks, active or, to either Borrower’s knowledge,
abandoned, including petroleum storage tanks, on or under any property now or previously
owned or leased by Greektown Holdings or its Subsidiaries;




     (g) to each Borrower’s knowledge, neither it nor the Subsidiaries of Greektown Holdings
have directly transported or directly arranged for the transportation of any Hazardous
Substances to any location which is listed or proposed for listing on the National
Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list or which is
the subject of federal, state or local enforcement actions or other investigations which may
lead to material claims against Greektown Holdings or its



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Subsidiaries for any remedial work, damage to natural resources or personal injury,
including claims under CERCLA;




     (h) to each Borrower’s knowledge, there are no polychlorinated biphenyls or friable
asbestos present at any property now owned or leased by Greektown Holdings or its
Subsidiaries; and




     (i) no conditions exist at, on or under any property owned or leased by Greektown
Holdings or its Subsidiaries which, with the passage of time, or the giving of notice or
both, would give rise to material liability under any Environmental Law.



     SECTION 7.15 Intellectual Property. Greektown Holdings or its Subsidiaries own or
license (as the case may be) or will own or hold licenses for all such patents, patent rights,
trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights
and copyrights as Greektown Holdings considers necessary for the conduct of the businesses of
Greektown Holdings and its Subsidiaries without any infringement upon rights of other Persons and
there is no individual patent, patent right, trademark, trademark right, trade name, trade name
right, service mark, service mark right or copyright the loss of which could reasonably be expected
to result in a Material Adverse Effect except as may be disclosed in Item 7.15 in the
Disclosure Schedule.



     SECTION 7.16 Regulations U and X. Greektown Holdings and its Subsidiaries are not
engaged in the business of extending credit for the purpose of purchasing or carrying margin stock,
and no proceeds of any Credit Extensions will be used to purchase or carry margin stock or
otherwise for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation U or
X. Terms for which meanings are provided in F.R.S. Board Regulation U or X or any regulations
substituted therefor, as from time to time in effect, are used in this Section 7.16 with
such meanings.



     SECTION 7.17 Accuracy of Information. None of the factual information (including the
Operative Documents and Schedule I), taken as a whole, heretofore or contemporaneously
furnished by or on behalf of Greektown Holdings or its Subsidiaries to the Administrative Agent,
the Issuer or any Lender for the purposes of, or in connection with, the Loan Documents contains
any untrue statement of a material fact, or omits to state any material fact necessary to make such
information, taken as a whole, not misleading. No factual information, taken as a whole, hereafter
furnished in connection with any Operative Document by Greektown Holdings or its Subsidiaries to
any of the Administrative Agent, the Issuer or any Lender will contain any untrue statement of a
material fact on the date as of which such information, taken as a whole, is dated or certified
and, and such factual information, shall not on the date as of which such information is dated or
certified, omit to state any material fact necessary to make such information, not misleading. The
projections that have been or will be made available to the Administrative Agent by or on behalf of
the Borrowers have been or will be prepared in good faith based upon reasonable assumptions.



     SECTION 7.18 Existing Defaults. There is no breach which has occurred and is
continuing under any of the Operative Documents beyond the expiration of applicable grace, notice
or cure periods.



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     SECTION 7.19 Contingent Liabilities. Neither Greektown Holdings nor its Subsidiaries
has any material Contingent Liabilities in respect of Indebtedness or obligations except those
authorized under or contemplated by the Operative Documents and not prohibited by this Agreement.



     SECTION 7.20 Business, Debt, Contracts, etc. Neither Greektown Holdings nor its
Subsidiaries after being acquired by either Borrower has conducted any business other than the
business contemplated by the Operative Documents. Neither Greektown Holdings nor its Subsidiaries
has any outstanding Indebtedness other than Indebtedness incurred or permitted under the Loan
Documents or liabilities other than those incurred or permitted under the Loan Documents, and is
not a party to or bound by any Contract other than as contemplated by the Operative Documents to
which such Person is a party or permitted under the Loan Documents.



     SECTION 7.21 Jenkins Skanska Contract; Contracts. Each of the Jenkins Skanska
Contract and the other Contracts which have been executed by or on behalf of the Borrowers, the
Operating Company and/or their Subsidiaries, as applicable, (w) is in full force and effect, except
as provided in Schedule I, and there are no material defaults thereunder on the part of the
Borrowers, any of their Subsidiaries or, to the best knowledge of the Borrowers, of the other party
thereto which have not been previously disclosed in writing to the Administrative Agent (nor has
any event, act or condition occurred which, with notice or expiration of any applicable grace
period, or both, would constitute an event of default thereunder by the Borrowers, any of their
Subsidiaries or, to the best knowledge of the Borrowers, the other party thereto, as the case may
be and which has not been previously disclosed in writing to the Administrative Agent), (x) has not
been terminated, modified, amended or assigned except as set forth in Schedule IV hereto or
as otherwise permitted hereunder, (y) has not expired by its terms and (z) has been delivered to
the Administrative Agent prior to the Effective Date.



     SECTION 7.22 Utilities. All utility services necessary for the operation of the
Temporary Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels
(if applicable), the Permanent Casino Complex, the Easements, the Improvements (other than
Improvements on the Permanent Casino Site which are to be demolished as part of the construction of
the Permanent Casino Complex) and all other property owned by Greektown Holdings or its
Subsidiaries for its intended purposes are available at such Real Estate, as applicable, on
commercially reasonable terms. All utility services necessary for the construction and the
operation of the Project for its intended purposes are or will be available at the Site as and when
required in accordance with the Jenkins Skanska Contract or the Contracts or otherwise on
commercially reasonable terms.



     SECTION 7.23 Construction Documents. The Administrative Agent has received a true,
complete and correct copy of each of the Construction Documents in effect or required to be in
effect as of the date this representation is made or deemed made (including all exhibits,
schedules, side letters and disclosure letters referred to therein or delivered pursuant thereto,
if any). A list of all Construction Documents entered into as of the Effective Date is attached
hereto as Schedule IV.



     SECTION 7.24 Satisfaction to Construction Document Conditions. All conditions
precedent to the obligations of the respective parties (other than the Borrowers or any of their



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Subsidiaries) under the Construction Documents have been satisfied, except for such conditions
precedent (a) the failure of which to be satisfied could not reasonably be expected to have a
Material Adverse Effect or (b) which by their terms cannot be met until a later stage in the
construction or operation of the Project, and the Borrowers have no reason to believe that any such
condition precedent (the failure of which to be satisfied could reasonably be expected to have a
Material Adverse Effect) cannot be satisfied on or prior to the appropriate stage in the
construction or operation of the Project.




     SECTION 7.25 Construction Component of the Budget. The Construction Component of the
Budget (a) is consistent with the provisions of the Transaction Documents in all material respects,
(b) has been and will be prepared in good faith and with due care, (c) sets forth, for each Line
Item, the total Project Costs which are anticipated to be incurred through Final Completion and (d)
fairly represents the Borrowers’ expectation as to the matters covered thereby.



     SECTION 7.26 Milestone Schedule and Construction Schedule. The Milestone Schedule
accurately specifies in summary form the Work and the other improvements that the Borrowers and
Jenkins Skanska propose to complete through the Final Completion of the Project, all of which can
be expected to be achieved, except as provided in Schedule I. The Construction Schedule
(as submitted by the Borrowers and approved by the Administrative Agent) accurately specifies in
summary form the Work and the other improvements that the Borrowers and Jenkins Skanska propose to
complete in each calendar month from the Original Closing Date through the Final Completion of the
Project, all of which can be expected to be achieved.



     SECTION 7.27 Performance of Construction. With respect to the construction of the
Project, the Borrowers are taking or causing to be taken all action, making or causing to be made
all Contracts and, if required, Subcontracts, and doing or causing to be done all things necessary
to construct the Project diligently to Final Completion in accordance with the Construction
Component of the Budget, the Construction Documents and all applicable laws.



     SECTION 7.28 Fees and Enforcement. Other than amounts that have been paid in full or
will have been paid in full by the Effective Date or the date thereafter when due for same, no
material fees or Taxes, including stamp, transaction, registration or similar taxes, are required
to be paid for the legality, validity or enforceability of the Operative Documents.



     SECTION 7.29 ERISA Compliance. Greektown Holdings, its Subsidiaries and each member
of the Controlled Group have fulfilled their obligations (if any) under the minimum funding
standards of ERISA and the Code for each Pension Plan in compliance in all material respects with
the currently applicable provisions of ERISA and the Code and have not incurred any material
liability to the PBGC or a Pension Plan under Title IV of ERISA (other than liability for premiums
due in the ordinary course). Unless otherwise permitted under the Bankruptcy Code, neither the
execution of this Agreement or the other Operative Documents nor the consummation of the
Transactions is reasonably expected to constitute a “prohibited transaction” on the part of the
Borrowers or any member of the Controlled Group within the meaning of Section 406 of ERISA or
Section 4975 of the Code which is not exempt under (i)



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Section 408 of ERISA, (ii) under Section 4975(d) of the Code, (iii) regulations thereunder or
(iv) an individual or class exemption.



     SECTION 7.30 Labor Disputes; Acts of God; Casualty and Condemnation. The Temporary
Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels (if
applicable), the Permanent Casino Complex, the Easements, the Improvements thereon and the business
of Greektown Holdings and its Subsidiaries or, to the best knowledge of the Borrowers, any other
party to a Construction Document, are not affected by any fire, explosion, accident, strike,
lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the
public enemy, or other casualty, except as set forth in Item 7.30 in the Disclosure Schedule as in
effect on the Effective Date. As of the date that this representation is made or deemed to be
remade, there is no casualty or condemnation proceeding pending or, to the best knowledge of the
Borrowers, threatened, affecting all or a portion of the Temporary Casino Complex, the Surplus
Parcels, the Trappers Alley Parcel, the Development Parcels (if applicable), the Permanent Casino
Complex, the Easements or the Improvements thereon.



     SECTION 7.31 Liens. Except for Permitted Liens, neither Greektown Holdings nor its
Subsidiaries has secured or agreed to secure any Indebtedness by any Lien upon any of its or their
present or future revenues or assets, upon the Greektown Holdings Membership Interests, the Equity
Interests of Greektown Corporation, the Operating Company Membership Interests or Equity Interests
of their Subsidiaries. Neither Greektown Holdings nor its Subsidiaries has any outstanding Lien or
obligation to create Liens on or with respect to any of its properties or revenues, other than
Permitted Liens.



     SECTION 7.32 Offices; Location of Collateral. The “location” (as such term is used in
Section 9-301 of the Uniform Commercial Code as in effect in the State of New York from time to
time) of Greektown Holdings and its Subsidiaries is Michigan. Greektown Holdings’ federal employer
identification number is 20-3579386. Greektown Corporation’s federal employer identification
number is 20-3711718. The Operating Company’s federal employer identification number is
38-3337941.



     SECTION 7.33 Government Regulation. Neither Greektown Holdings nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act or the Interstate Commerce Act or registration under the Investment Company Act
of 1940 or under any other federal or state statute or regulation which may limit its ability to
incur Indebtedness, other than the Michigan Gaming Laws, or which may otherwise render all or any
portion of the Obligations unenforceable.



     SECTION 7.34 No Brokers. Each Borrower represents that no broker or finder was
responsible for or involved with the parties in connection with the transactions contemplated by
this Agreement and the other Loan Documents and that there is no obligation for the payment of any
brokerage commission, compensation or fee of any kind with respect to this Agreement or any other
Loan Document except those set forth in Item 7.34 in the Disclosure Schedule.



     SECTION 7.35 No Building Code Violation. Greektown Holdings represents that neither
it nor its Subsidiaries has received any notice from any Governmental Instrumentality of any
building or other similar violation with respect to the Temporary Casino Complex, the



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Surplus Parcels, the Trappers Alley Parcel, the Development Parcels (if applicable), the
Permanent Casino Complex, the Easements, the Improvements thereon or other property owned by it or
them and that there are no such violations except as may be set forth in Item 7.35 in the
Disclosure Schedule.




     SECTION 7.36 Subsidiaries. (a) Greektown Holdings represents that it has no
Subsidiaries other than the Operating Company, Greektown Corporation, TGCP, the owner of the
property described on Exhibit L-2, Contract Builders, the owner of the property described
on Exhibit L-5 and Realty Equity, the owner of the property described on Exhibit
L-6.



     (b) Greektown Corporation represents that it has no Subsidiaries.



     SECTION 7.37 MGCB Approval. Greektown Holdings represents that




     (a) as of the Effective Date, the MGCB Approval (y) is in full force and effect and (z)
is not subject to any appeals or further proceedings;




     (b) the MGCB Approval has granted MLPF&S, in its capacity hereunder as the Lead
Arranger, Wells Fargo and MLCC, in their capacity hereunder as the Co-Managers, MLCC, in its
capacity hereunder as the Administrative Agent and the Lenders hereunder on the date hereof,
an exemption from the supplier-licensing requirements under Michigan Gaming Law and as of
the date that this representation is made or deemed made the MGCB Approval provides that
Assignee Lenders and Participants are not subject to such supplier-licensing requirements;




     (c) except as disclosed in writing to the Administrative Agent, neither it nor its
Subsidiaries has received any notice from the MGCB or any other Governmental Instrumentality
stating that a violation exists or has occurred under or with respect to the MGCB Approval
or other material Legal Requirement applicable to the Temporary Casino Complex, the Surplus
Parcels, the Trappers Alley Parcel, the Development Parcels (if applicable), the Permanent
Casino Complex, the Easements, the Improvements thereon or other property owned by it or
them; and




     (d) no order, judgment or decree of any Governmental Instrumentality purports to enjoin
or restrain Greektown Holdings or any of its Subsidiaries from engaging in the gaming
activities at the Temporary Casino as presently conducted or enjoin or restrain Greektown
Holdings or any of its Subsidiaries, the Lenders or any of the Administrative Agent from
entering into this Agreement or any of the other Operative Documents to which any of them is
a party.



     SECTION 7.38 Prepetition Liens and Security. (a) The Borrowers and the Subsidiary
Guarantors recognize and acknowledge that the credit extended by the Prepetition Agent and the
Prepetition Lenders pursuant to the Prepetition Credit Agreement (including the funding of any
letters of credit post-petition and amounts due with respect to the Prepetition Rate Protection
Agreements) is secured by valid, perfected, enforceable first-priority Liens and security interests
in the Prepetition Collateral granted by the Borrowers and the Subsidiary Guarantors to the
Prepetition Agent, Prepetition Lenders and the Prepetition Secured Parties, which Liens and
security interests are not subject to challenge, subordination (other than validly



96









 




perfected Liens arising under the Construction Documents), defense, disallowance or otherwise
are avoidable, except for validly perfected construction liens.





     (b) Any objection or challenge by any statutory committee appointed in the Cases,
creditor, or party in interest in the Cases to the Prepetition Agent’s, the Prepetition
Lenders’ and the Prepetition Secured Parties’ Liens and security interests in the
Prepetition Collateral shall have been made within ninety (90) days of the Petition Date.
The statutory committee appointed in the Cases, creditors, and other parties in interest in
the Cases failed to challenge or object to the Prepetition Agent’s, the Prepetition Lenders’
and the Prepetition Secured Parties’ Liens and security interests in the Prepetition
Collateral within such time period, and have been deemed to have accepted such Liens and
security interests and waived such party’s rights to challenge such Liens and security
interests.



     SECTION 7.39 No Offsets. None of the Borrowers has any offsets or defenses to their
obligations under the Loan Documents nor any claims or counterclaims against the Administrative
Agent or the Lenders.



     SECTION 7.40 Board of Managers. Except as otherwise provided in clause (b) of
Section 8.1.37, the Borrowers have agreed to reconstitute the Board of Managers of the
Operating Company and Greektown Holdings with a majority of independent members such that after
receiving MGCB approval, the voting members of the Board of Managers shall consist only of the
following five (5) individuals: Darwin McCoy, Joseph Eitrem, Louis Glazier, Jacob Miklojcik and
Wendell M. Long, or such other individuals approved by the Administrative Agent in its sole
discretion and, to the best knowledge of each Borrower, no event, act or condition exists that
would delay or prevent the installation of Wendell M. Long as a member of the Board of Managers of
the Operating Company and Greektown Holdings, except completion by the MGCB of its requisite
background investigation and approval process; provided, however, that prior to the
MGCB’s approval of Wendell M. Long as a member of the Board of Managers of the Operating Company
and Greektown Holdings and upon the direction of the Administrative Agent, the Board of Managers of
the Operating Company and Greektown Holdings shall be reconstituted as a three (3) voting member
Board of Managers with a majority of independent members, it being agreed that Louis Glazier, Jacob
Miklojcik and Wendell M. Long are deemed independent members.



ARTICLE VIII




COVENANTS




     SECTION 8.1 Affirmative Covenants. Each Borrower agrees with the Administrative
Agent, the Issuer and each Lender that, until all Commitments have terminated and all Obligations
have been indefeasibly paid and performed in full (other than indemnification Obligations not then
due and payable), each Borrower will perform or cause to be performed the obligations set forth in
this Section 8.1; provided, however, the covenants set forth herein shall
not be applicable to a Surplus Parcel or a Development Parcel from and after the date that it is
disposed of in accordance with Section 8.2.12.



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     SECTION 8.1.1 Financial Information, Reports, Notices, etc. Greektown Holdings will
furnish, or will cause to be furnished, to the Administrative Agent copies of the following
financial statements, reports, notices and information:




     (a) as soon as available and in any event within thirty (30) days after the end of each
month other than the last month of any Fiscal Quarter, a consolidated income statement, a
balance sheet and a statement of earnings and cash flow of Greektown Holdings and each of
its Subsidiaries, in each case, as of the end of such month, certified as complete and
correct by the chief financial or accounting Authorized Representative of Greektown
Holdings;




     (b) as soon as available and in any event within forty-five (45) days after the end of
each Fiscal Quarter, a copy of the quarterly consolidated audited financial statements for
such Fiscal Quarter for the Operating Company, a consolidated balance sheet of Greektown
Holdings and each of its Subsidiaries as of the end of such Fiscal Quarter and a
consolidated statement of earnings and cash flow of Greektown Holdings and each of its
Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the
previous year and ending with the end of such Fiscal Quarter, in the case of the Operating
Company as audited, and for the period commencing at the end of the previous Fiscal Year and
ending with the end of such Fiscal Quarter, in the case of the Operating Company as audited
(without any Impermissible Qualification) by nationally recognized independent public
accountants reasonably acceptable to the Administrative Agent (as of the Original Closing
Date, KPMG LLP is acceptable to the Administrative Agent); provided,
however, that as soon as available and in any event no later than March 1, 2009,
Greektown Holdings shall deliver to the Administrative Agent a copy of the quarterly
consolidated audited financial statements for the Fiscal Quarter ending December 31, 2008
for the Operating Company;




     (c) as soon as available and in any event within ninety (90) days after the end of each
Fiscal Year, a copy of the annual consolidated audited financial statements for such Fiscal
Year for Greektown Holdings and each of its Subsidiaries, including therein a balance sheet
of Greektown Holdings and each of its Subsidiaries as of the end of such Fiscal Year and a
statement of earnings and cash flow of Greektown Holdings and each of its Subsidiaries for
such Fiscal Year, in each case as audited (without any Impermissible Qualification) by
nationally recognized independent public accountants reasonably acceptable to the
Administrative Agent (as of the Original Closing Date, KPMG LLP is acceptable to the
Administrative Agent);




     (d) as soon as available and in any event within twenty (20) days after the end of each
calendar month, a Compliance Certificate, executed by the chief financial or accounting
Authorized Representative of Greektown Holdings, showing compliance with its covenants set
forth herein;




     (e) as soon as available, and in any event within twenty (20) days after the end of
each calendar month, a report (with a copy to the Prepetition Agent) setting forth the
amount of Available Cash and Excess Available Cash as of the end of the preceding month;



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     (f) as soon as possible and in any event within five (5) days after the occurrence of a
Default under the Loan Documents or any default under the Development Agreement, the
Indemnity Agreement, any approval by the MGCB (including the MGCB Approval), a statement of
the chief executive, financial or accounting Authorized Representative of Greektown Holdings
setting forth details of such Default or other default, as the case may be, and the action
which such Person has taken and proposes to take with respect thereto;




     (g) as soon as possible and in any event within five (5) Business Days after (w) the
occurrence of any material adverse development with respect to any litigation, action,
proceeding or labor controversy of the type and materiality described in Section
7.8, (x) the commencement of any litigation, action, proceeding or labor controversy of
the type and materiality described in Section 7.8, (y) the occurrence of any
material dispute or adverse development between the Borrowers or any of their Subsidiaries
and Jenkins Skanska, any Contractor or any Subcontractor or (z) the Borrowers or any of
their Subsidiaries obtains knowledge of any material dispute or adverse development between
Jenkins Skanska and any Contractor or Subcontractor, notice thereof and, to the extent the
Administrative Agent reasonably requests, copies of all documentation relating thereto,
except to the extent that such delivery would breach any confidentiality agreement or affect
adversely the privileged nature of any such document;




     (h) promptly after the sending or filing thereof, copies of all material reports,
registration statements and financial statements delivered to the MGCB or any other
Governmental Instrumentality with respect to the Temporary Casino Complex, the Permanent
Casino Complex or the Development Agreement;




     (i) as soon as possible and in any event within five (5) Business Days after becoming
aware of (v) the institution of any steps by Greektown Holdings, any of its Subsidiaries or
any other Person to terminate any Pension Plan if termination of such plan would reasonably
be expected to result in a liability to Greektown Holdings or any of its Subsidiaries in
excess of $1,000,000, (w) the failure to make a required contribution to any Pension Plan if
such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, (x) the
taking of any action with respect to a Pension Plan which would reasonably be expected to
result in the requirement that Greektown Holdings, its Subsidiaries or any member of either
Borrowers’ Controlled Group furnish a bond or other security to the PBGC or such Pension
Plan, (y) the occurrence of any event with respect to any Pension Plan which would
reasonably be expected to result in the incurrence by Greektown Holdings or any of its
Subsidiaries of any material liability, fine or penalty, notice thereof and copies of all
documentation relating thereto or (z) any material increase in the Contingent Liability of
Greektown Holdings or any of its Subsidiaries with respect to any post-retirement Welfare
Plan benefit, notice thereof and copies of all documentation relating thereto;




     (j) promptly upon receipt thereof, copies of all detailed management letters submitted
to Greektown Holdings or any of its Subsidiaries by the independent public accountants
referred to in clause (c) in connection with each audit made by such accountants of
the books of Greektown Holdings and its Subsidiaries;



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     (k) promptly when available and in any event no later than forty-five (45) days prior
to the last day of each Fiscal Year (commencing after the Original Closing Date), a budget
for the next Fiscal Year, which budget shall be prepared on a Fiscal Quarter basis and shall
contain a projected, consolidated balance sheet and statement of earnings and cash flow of
Greektown Holdings and each of its Subsidiaries for such Fiscal Year, prepared in reasonable
detail by the chief accounting or financial Authorized Representative of Greektown Holdings
(the Administrative Agent shall have the right to request clarifications on such budget
within thirty (30) days after delivery thereof);




     (l) promptly and in any event within five (5) Business Days after the receipt thereof,
any material notice received by Greektown Holdings, any of its Subsidiaries, Monroe,
Kewadin, the Authority or the Tribe from the MGCB, including exception reports, which notice
relates to the operation or maintenance of the Temporary Casino Complex, the Permanent
Casino Complex, any Permit related thereto or any Equity Interest in Greektown Holdings, its
Subsidiaries, Kewadin, Monroe or the Authority;




     (m) as soon as possible and in any event within five (5) days after the notice of any
termination or any requests for indemnification or payment of any other party or any other
notice (unless delivered pursuant to clause (f) of this Section 8.1.1)
relating to material rights or obligations with respect to the Development Agreement, the
Indemnity Agreement, the Lac Vieux Settlement Agreement, the MGCB Approval or any other
Project Document;




     (n) any change in the Authorized Representatives of Greektown Holdings, any of its
Subsidiaries or the Authority and such notice shall include a certified specimen signature
of any new Authorized Representative so appointed and, if requested by the Administrative
Agent, satisfactory evidence of the authority of such new Authorized Representative;




     (o) the occurrence or existence of any Environmental Matter requiring notice to a
Governmental Instrumentality or with respect to which notice is received from a Governmental
Instrumentality;




     (p) any Event of Loss or any other event or development which could reasonably be
expected to result in a Material Adverse Effect;




     (q) promptly, but in no event later than five (5) days after the receipt thereof by
Greektown Holdings or any of its Subsidiaries, copies of (x) any material document or
agreement entered into on or after the Original Closing Date, relating to the development,
construction, maintenance or operation of the Temporary Casino Complex or the Permanent
Casino Complex and any Permits obtained or entered into by Greektown Holdings or its
Subsidiaries after the Original Closing Date, (y) any amendment, supplement or other
modification to any Permit received by the Borrowers after the Original Closing Date and (z)
all material notices relating to the Temporary Casino Complex, the Surplus Parcels, the
Trappers Alley Parcel, the Development Parcels, and, if applicable, the Permanent Casino
Complex, Greektown Holdings or its Subsidiaries received by or delivered to Greektown
Holdings, any of its Subsidiaries, Monroe,



100









 






Kewadin, the Authority or the Tribe from any Governmental Instrumentality or any other
Person;




     (r) promptly when available and in any event no later than the date set forth in the
Development Agreement for the delivery of such items, after giving effect to applicable
grace, notice and cure periods under the Development Agreement (unless waived or no longer
required by the City and the EDC), without duplication, all designations given by the City
pursuant to Section 2.7 of the Development Agreement, a copy of the information required by
clause (b) of Section 3.7, Section 3.9, Section 9.2 and Section 11.2 of the Development
Agreement, all notifications given by or on behalf of the Operating Company to the City
pursuant to Section 3.11 of the Development Agreement and any Transfer (as such term is
defined in the Development Agreement) under Section 8.1 or 8.2 of the Development Agreement
and any notifications given by the City, or by or on behalf of the Operating Company
pursuant clause (a) of Section 14.16 or clause (b) of Section 14.16 of the Development
Agreement; and




     (s) periodic reporting packages and such other information respecting the condition or
operations, financial or otherwise, of Greektown Holdings and its Subsidiaries as required
by the other Loan Documents (including (i) monthly updates with respect to the status of
completion of the Exit Milestones (including the status of the Sales Process) which shall
include a status report from the investment bankers engaged by the Borrowers and (ii)
monthly updates to the Budget, weekly and monthly cash flow variance reports and
explanations to be delivered no later than 12:00 noon New York time every Wednesday in a
form acceptable to the Lenders, information and reports from the chief accounting or
financial Authorized Representative of Greektown Holdings, in such detail as the
Administrative Agent or any Lender or the Issuer through the Administrative Agent may
reasonably request, with respect to the terms of and information provided pursuant to any
Compliance Certificate), the Development Agreement, the Indemnity Agreement, the Lac Vieux
Settlement Agreement, or the MGCB Approval, and as the Prepetition Agent or any Lender or
the Issuer through the Administrative Agent may from time to time reasonably request.



     SECTION 8.1.2 Compliance with Laws, etc. Greektown Holdings and its Subsidiaries will
comply in all material respects with all applicable Legal Requirements, including:




     (a) the post-petition maintenance and preservation of the corporate or other
organizational existence of Greektown Holdings and its Subsidiaries and each of their
material rights, privileges and contractual obligations; and




     (b) the payment, before the same become delinquent, of all material post-petition
obligations, including material Taxes, assessments and charges imposed upon it or upon its
property by any Governmental Instrumentality, except to the extent being diligently
contested in good faith by appropriate proceedings and for which adequate reserves, if any,
in accordance with GAAP shall have been set aside on its books;



101









 




provided, however, that any Default for non-compliance with the Legal Requirement
to provide the MGCB with quarterly consolidated audited financial statements for the Fiscal Quarter
ending December 31, 2008 within thirty (30) days of the end of such Fiscal Quarter shall be waived
until March 1, 2009; provided, further, however, that such waiver shall not
apply to any sanction or enforcement action of the MGCB with respect to such non-compliance.




     SECTION 8.1.3 Budget and Variance, as Modified or Approved by Agent.




     (a) Attached to this Agreement is the Budget covering the Budget Period commencing on
January 3, 2009 and ending on April 3, 2009. Within ten (10) Business Days prior to April
3, 2009 and each Budget Period thereafter, the Borrowers shall deliver to the Administrative
Agent a Budget covering the thirteen (13) weeks commencing on the first Business Day after
the end of the current Budget Period which Budget shall be subject to the approval of the
Lenders; provided, however, that the line items in such Budget specifying
the amount of anticipated expenses included within the Carve-Out shall neither limit the
Borrowers’ expenditures in respect of such line items nor reduce or limit the Carve-Out.
The Budget shall set forth all expenditures by the Operating Company for the Project
currently under construction and all of the Borrowers’ and the Subsidiary Guarantors’ cash
flow and certain expenditures.




     (b) The Borrowers shall deliver to the Administrative Agent an updated Budget every
month which shall cover the thirteen (13) weeks commencing on the first Business Day after
the end of every month following the month in which the second Budget was delivered pursuant
to clause (a) above.




     (c) No later than 12:00 noon New York time on Wednesday of each calendar week (or, if
such Wednesday is not a Business Day, on the next succeeding Business Day), in form and
substance that is acceptable to the Administrative Agent, the Borrowers shall deliver to the
Administrative Agent a variance report/reconciliation setting forth in reasonable detail any
variances from the Operating Component of the Budget on the basis of (i) the actual
preceding week and (ii) the cumulative thirteen (13) week period, together with an
explanation of such variances.




     (d) No later than 12:00 noon New York time on the tenth (10th) day of each calendar
month (or, if such tenth (10th) day is not a Business Day, on the next succeeding Business
Day), in form and substance that is acceptable to the Administrative Agent, the Borrowers
shall deliver to the Administrative Agent a variance report/reconciliation setting forth in
reasonable detail any variances from the Budget on the basis of the actual preceding three
(3) month period, together with an explanation of such variances.




     (e) From and after the Original Closing Date, all of the construction expenditures,
cash flow and other certain expenditures during each Budget Period of the Borrowers and
their Subsidiaries shall be set forth in the line items in such Budget, as such Budget may
be modified from time to time with the consent of the Lenders. The Net Cash Flow Variance
shall not exceed the greater of $3.0 million or 10% of the budget net cash flow (as set
forth in the Operating Component of the Budget, the “Budget Net Cash Flow”) as measured on a
cumulative monthly basis for any three (3) months;



102









 






provided, however, that the foregoing shall not limit the amount to be
included in the Carve-Out.




     (f) Except for the Carve Out and the Post-Default Carve-Out, prior to repayment in full
of the DIP Facility the termination of the Commitments, and the repayment of the Letter of
Credit Reimbursement Obligations, all payments to be made by the Borrowers whether from
proceeds of the Loans, draws under the Letters of Credit or Available Cash shall be made in
accordance with the Budget. The Borrowers shall promptly provide the Administrative Agent
with reasonably detailed back-up documentation relating to the Borrowers’ and Operating
Company’s cash flows as may be reasonably requested by the Administrative Agent from time to
time.




     (g) Except for the Post-Default Carve-Out, prior to the repayment in full of the DIP
Facility the termination of the Commitments, and the repayment of the Letter of Credit
Reimbursement Obligations, all payments (inclusive of costs, expenses and fees) to be made
by the Borrowers or the Operating Company shall be made in accordance with the Budget or as
otherwise set forth herein.




     (h) The Borrowers and the Subsidiary Guarantors shall not spend any cash, including
cash collateral and Available Cash, except as approved pursuant to the Budget.




     (i) The Budget shall not be amended or otherwise modified without first obtaining the
prior written consent of the Administrative Agent.



     SECTION 8.1.4 Business Plan. (a) The Borrowers shall have delivered the Business
Plan to the Administrative Agent.




     (b) Each Borrower and Subsidiary Guarantor shall operate its respective business and
conduct its respective operations in accordance with the Business Plan, as approved by the
Administrative Agent.



     SECTION 8.1.5 Carve-Out. The Carve-Out shall be reflected in (but not limited by)
the Budget.




     (a) On the day on which a Carve-Out Trigger Notice is given to the Borrowers, the
Borrowers shall fund a segregated account (the “Post-Default Carve-Out Account”) in an
aggregate amount equal to $2,250,000 plus the actual amount of incurred and unpaid fees and
expenses of Professionals incurred by the Debtors and any official committee appointed in
the Cases prior to the date of the delivery of the Carve-Out Trigger Notice, whether or not
in excess of the budgeted amount for such fees and expenses of Professionals through such
date (the “Post-Default Carve-Out”).




     (b) Amounts on deposit in the Post-Default Carve-Out Account shall be used solely to
satisfy the fees and expenses of Professionals incurred by the Debtors and any official
committee appointed in the Cases arising under the Post-Default Carve-Out and the balance in
the Post-Default Carve-Out Account shall not be available to pay the principal amount of the
Loans and the amount of Letter of Credit Reimbursement Obligations representing amounts
drawn under Letters of Credit or to pay any pre-



103









 






petition or other post-petition obligations until such time as the fees and expenses of
Professionals incurred by the Debtors and any official committee appointed in the Cases
arising under the Carve-Out and the Post-Default Carve-Out shall have been paid in full,
notwithstanding any purported or asserted Lien, claim or right to such balance.




     (c) Nothing herein shall constitute a waiver by the Prepetition Agent, the Prepetition
Lenders, the Administrative Agent or the Lenders of their rights to object to the fees and
expenses of any Professional retained by the Debtors or an official committee appointed in
the Cases, all such rights being specifically reserved.




     (d) Notwithstanding the foregoing, the DIP Facility, all cash, cash collateral and
Available Cash, the Carve-Out and the Post-Default Carve-Out (including any proceeds on
deposit in the Post-Default Carve-Out Account) shall not be available for any fees or
expenses incurred by any party, including any Debtor or any official committee appointed in
the Cases, or its or their Professionals, in connection with the initiation or prosecution
of any claims, causes of action, adversary proceedings, contested matter, objection, other
litigation or discovery against any of the Prepetition Agent, the Prepetition Lenders, the
Administrative Agent, the Lenders, or their advisors, agents or subagents, including,
without limitation, challenging the amount, validity, perfection, priority or enforceability
of, or asserting any defense, counterclaim or offset to, the Obligations and the Liens and
claims granted hereunder in favor of the Prepetition Agent, the Prepetition Lenders, the
Administrative Agent and the Lenders.



     SECTION 8.1.6 Company Exit Milestones. The Borrowers shall satisfy the following
milestones as set forth below (collectively, the “Exit Milestones”):




     (a) If the Borrowers execute an asset purchase agreement with respect to the Borrowers’
company assets and operations by June 1, 2009 pursuant to item (1) of clause
(b) of Section 8.1.38, the Borrowers shall have filed with the Bankruptcy Court
a motion seeking entry of an order, satisfactory in all respects to the Administrative
Agent, approving certain bidding procedures pursuant to the offering memorandum for the sale
of the Borrowers’ company assets and operations (the “Sales Process”) by June 1,
2009;19




     (b) By June 1, 2009, the Borrowers shall have either (1) received all final bids from
potential buyers or (2) filed a reorganization plan acceptable to the Lenders and the
Prepetition Lenders with the Bankruptcy Court;




     (c) If the Borrowers accept a final bid, such final bid shall be filed with the
Bankruptcy Court by June 15, 2009;




     (d) If the Borrowers file a reorganization plan with the Bankruptcy Court in accordance
with clause (b) above or file the final bid with the Bankruptcy Court in





 




			
	19	 	Amended by the Second Amendment to DIP Credit
Agreement.




104









 











accordance with clause (c) above, and no default or Event of Default has
occurred and is continuing, the DIP Facility Termination Date shall be December 31, 2009;
and20




     (e) The Borrowers shall have either completed the sale of the Borrowers’ company assets
and operations or consummated a plan of reorganization by December 31, 2009.21



     SECTION 8.1.7 Continued Effectiveness of Licenses. The Gaming License, liquor
license(s) and legal authority to conduct gaming from the MGCB or the City continue to be
effective.



     SECTION 8.1.8 Maintenance of Properties; Operation; Reserves. Greektown Holdings and
its Subsidiaries will maintain, preserve, protect and keep the portion of the Temporary Casino
Complex and the Surplus Parcels, the Development Parcels and, if applicable, the Permanent Casino
Complex owned or leased by it or them in good repair, working order and condition (ordinary wear
and tear excepted), and make necessary and proper repairs, renewals and replacements so that its
business carried on in connection therewith may be properly conducted at all times. Greektown
Holdings and its Subsidiaries (other than Greektown Corporation) will operate the portion of the
Temporary Casino Complex and, if applicable, the Permanent Casino Complex owned and/or leased by it
or them in a manner consistent in all material respects with the Development Agreement. Greektown
Holdings and its Subsidiaries shall maintain adequate working capital reserves and other reserves
as set forth in the annual budget to be delivered by Greektown Holdings in accordance with
clause (k) of Section 8.1.1.



     SECTION 8.1.9 Insurance. (a) Greektown Holdings and each of its Subsidiaries shall
maintain the insurance required under the Prepetition Credit Agreement and the Required Insurance
and shall comply in all material respects with the Insurance Requirements.




     (b) In connection with the Prepetition Credit Agreement, the Borrowers and the
Administrative Agent previously entered into an agreement (the “Supplemental Insurance
Agreement”) pursuant to which the Borrowers agreed to maintain (or cause each of their
Subsidiaries, Jenkins Skanska and/or the Contractors to maintain), with financially sound
and reputable insurers, insurance (including, without limitation, professional liability
insurance, commercial general liability insurance, automobile liability insurance, workers
compensation insurance, disability benefits insurance, umbrella/excess liability insurance,
builder’s all risk and pollution liability insurance) with respect to liabilities, losses or
damage in respect of the construction of the Project, the assets, properties and businesses
of the Borrowers and each of their Subsidiaries as may from time to time customarily be
carried or maintained under similar circumstances by companies of established reputation
engaged in similar construction projects and similar businesses, in each case in such
amounts, with such deductibles, covering such risks and otherwise on such terms and
conditions as shall be customary for construction Projects and companies similarly situated
in the industry (such insurance as shall be set





 




			
	20	 	Amended by the Fourth Amendment to DIP Credit
Agreement.
	 
	21	 	Amended by the Fourth Amendment to DIP Credit
Agreement.




105









 











forth in the Supplemental Insurance Agreement, the “Required Insurance”). The
Borrowers shall comply with the Supplemental Insurance Agreement.



     SECTION 8.1.10 Books and Records. Greektown Holdings and each of its Subsidiaries
shall maintain adequate books, accounts and records with respect to the Temporary Casino Complex,
the Surplus Parcels, the Trappers Alley Parcel, the Developmental Parcels, the Permanent Casino
Complex (if applicable) and the other property owned by it in compliance in all material respects
with the regulations of any Governmental Instrumentality having jurisdiction thereof and, with
respect to financial statements, in accordance with GAAP. Subject to Michigan Gaming Laws,
Greektown Holdings and each of its Subsidiaries shall permit (at the Borrowers’ sole cost and
expense) employees, agents and accountants of the Administrative Agent at any reasonable times and
upon reasonable prior notice to inspect the Temporary Casino Complex, the Surplus Parcels, the
Trappers Alley Parcel, the Developmental Parcels, the Permanent Casino Complex (if applicable) and
the other property owned by it, to examine or audit all of the books, accounts and records
pertaining or related thereto or to Greektown Holdings and its Subsidiaries, to make copies and
memoranda thereof and, with respect to any Environmental Matters, to perform any tests or studies
and prepare any reports reasonably required by the Administrative Agent. So long as no Event of
Default has occurred and is continuing, the Borrowers shall not be obligated to pay for more than
one inspection, examination and audit requested by the Administrative Agent during each calendar
quarter.



     SECTION 8.1.11 Environmental. Greektown Holdings and each of its Subsidiaries will:




     (a) use and operate the Temporary Casino Complex, the Surplus Parcels, the Trappers
Alley Parcel, the Development Parcels, and, if applicable, the Permanent Casino Complex in
material compliance with all Environmental Laws, keep all necessary Permits relating to
environmental matters in effect and remain in material compliance therewith, and handle all
Hazardous Substances thereat in material compliance with all applicable Environmental Laws;




     (b) promptly notify the Administrative Agent and provide copies upon receipt of all
material written claims, complaints, notices or inquiries relating to potential liability
under or non-compliance with, Environmental Laws in connection with the Temporary Casino
Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels and, if
applicable, the Permanent Casino Complex, and shall promptly resolve or diligently undertake
to resolve any material non-compliance with Environmental Laws and keep its property free of
any Lien imposed by any Environmental Law; and




     (c) provide such information and certifications which the Administrative Agent may
reasonably request from time to time to evidence compliance with this Section
8.1.11.



     SECTION 8.1.12 Additional Collateral. Greektown Holdings shall and shall cause its
Subsidiaries to cause the Administrative Agent to have at all times a first priority perfected
security interest (subject only to Permitted Liens) in all of the property (real and personal)
owned



106









 




from time to time by Greektown Holdings or any of its Subsidiaries to the extent the same
constitutes or would constitute “Security” under the Loan Documents. Without limiting the
generality of the foregoing, Greektown Holdings shall and shall cause its Subsidiaries to execute,
deliver and/or file (as applicable) or cause to be executed, delivered and/or filed (as
applicable), pledge agreement(s), the security agreement(s), mortgages, Uniform Commercial Code
(Form UCC-1) financing statements, Uniform Commercial Code continuation statements, Uniform
Commercial Code termination statements, and other documentation necessary to grant and perfect such
security interest, in each case in form and substance satisfactory to the Administrative Agent.




     SECTION 8.1.13 Use of Proceeds. The Borrowers shall apply the proceeds of the Credit
Extensions:




     (a) in the case of Delayed Draw Term A-1 Loans, Delayed Draw Term B-1 Loans, Revolving
Loans and Letters of Credit, to make capital contributions to the Operating Company which
the Operating Company will use for construction or operating costs incurred by the Operating
Company in accordance with the Budget as approved by the Administrative Agent;
and22




     (b) in the case of Delayed Draw Term A Loans, to make capital contributions to the
Operating Company which the Operating Company will use for construction costs for the
Project in accordance with the Construction Component of the Budget as approved by the
Administrative Agent.23



     SECTION 8.1.14 Repayment of Indebtedness. The Borrowers shall repay or cause to be
repaid all Indebtedness due under this Agreement and the other Loan Documents in accordance with
the terms hereof and thereof, as the case may be. In the case of any Indebtedness of Greektown
Holdings or its Subsidiaries under any of the Operative Documents which is not an Obligation and
the repayment of which is limited by any term of such Operative Documents, the Borrowers shall
repay or cause to be repaid such Indebtedness in accordance with such limitation.



     SECTION 8.1.15 Compliance with Legal Requirements. Greektown Holdings and each of its
Subsidiaries shall (x) own, maintain and operate the Temporary Casino Complex, the Surplus Parcels,
the Trappers Alley Parcel, the Development Parcels and, if applicable, the Permanent Casino Complex
in compliance in all material respects with all applicable Legal Requirements, including the
Permits, the Environmental Laws and Michigan Gaming Laws and (y) procure, maintain and comply, or
cause to be procured, maintained and complied with, in all material respects, the Certificate of
Suitability and all Permits required for any ownership, financing, maintenance or operation of the
Temporary Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels
and, if applicable, the Permanent Casino Complex or any part thereof at or before the time each
such Permit becomes necessary for the ownership, financing, maintenance or operation thereof, as
the case may be, as contemplated by the Operative Documents, except that Greektown Holdings and its
Subsidiaries may, at their





 




			
	22	 	Amended by the Fourth Amendment to DIP Credit
Agreement.
	 
	23	 	Amended by the Fourth Amendment to DIP Credit
Agreement.






107












 




expense, contest by appropriate proceedings conducted in good faith the validity or
application of any such Legal Requirements, provided, however, that (1) none of the
Administrative Agent, any of the Lenders, Greektown Holdings, its Subsidiaries, Kewadin, Monroe or
the Authority would be subject to any liability for failure to comply therewith, (2) all
proceedings to enforce such Legal Requirements against the Administrative Agent, the Lenders,
Greektown Holdings, its Subsidiaries, Kewadin, Monroe or the Authority are effectively stayed
during the entire pendency of such contest and (3) the Temporary Casino Complex and, if applicable,
the Permanent Casino Complex may be operated for its intended purpose. Greektown Holdings and its
Subsidiaries shall comply in all material respects with the obligations of the Operating Company
under the Indemnity Agreement and the Development Agreement, in each case, in accordance with the
terms thereof (subject to any waivers, amendments, modifications, replacements or restatements
thereof, in each case, as permitted by this Agreement).




     SECTION 8.1.16 Security Interest in Newly Acquired Property. If Greektown Holdings or
any of its Subsidiaries shall at any time acquire any interest in property not covered by the Loan
Documents or enter into any material document or agreement after the Original Closing Date,
relating to the development, construction, maintenance or operation of the Temporary Casino Complex
or the Permanent Casino Complex, then promptly upon such acquisition or execution such Person so
acquiring or executing, as the case may be, shall give notice thereof to the Administrative Agent
and, if requested by the Administrative Agent, shall or shall cause any Subsidiaries of such Person
to execute, deliver and record a supplement to the Loan Documents, reasonably satisfactory in form
and substance to the Administrative Agent, subjecting such interests to the Lien and security
interests created by the applicable Loan Documents (with the priority contemplated thereby in favor
of each Secured Party) and deliver to the Administrative Agent, on behalf of the Secured Parties,
Consents (with such changes thereto as are reasonably acceptable to the Administrative Agent) with
respect to the collateral assignment of any such Project Document and shall supplement, modify and
amend all Schedules and Exhibits to this Agreement and all Project Documents, as
required by the Administrative Agent in its sole discretion, to reflect such acquisition (each of
which shall be in form and substance satisfactory to the Administrative Agent in its sole
discretion).



     SECTION 8.1.17 Proper Legal Forms. Greektown Holdings and its Subsidiaries shall take
all action within their control required or advisable to ensure that each of the Operative
Documents is in proper form for the enforcement thereof.



     SECTION 8.1.18 Preserving the DIP Collateral; Further Assurances. Greektown Holdings
and its Subsidiaries shall undertake all actions and execute all further documents, financing
statements, agreements and instruments which are necessary or appropriate in the reasonable
judgment of the Administrative Agent and as required by the Michigan Gaming Laws or as may be
required by other applicable law to (x) effectuate the transactions contemplated by the Loan
Documents and in order to grant, preserve, protect and perfect the validity and priority of the
security interests created or intended to be created by the Loan Documents; (y) maintain the
Secured Parties’ respective security interests under the Loan Documents in the DIP Collateral in
full force and effect at all times (including the priority thereof) and (z) preserve and protect
the DIP Collateral and protect and enforce such Person’s rights and title and the respective rights
of the Secured Parties to the DIP Collateral, including the making or delivery of all filings and
recordations (including filing UCC and other financing statements and mortgages in form and



108









 




substance satisfactory to the Administrative Agent), the delivery to the Administrative Agent
of all such instruments and documents (including title insurance policies and lien searches) as the
Administrative Agent shall reasonably request to evidence compliance with this Section, the
payments of fees and other charges, the issuance of supplemental documentation, the discharge of
all claims or other Liens (other than the Permitted Liens) adversely affecting the respective
rights of the Secured Parties to and under the DIP Collateral (except to the extent same is being
contested in good faith by appropriate governmental proceedings promptly instituted and diligently
contested, so long as (1) such reserve or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made therefor and (2) in case of any charge or claim which
has or may become a Lien against any of the DIP Collateral, such Lien shall be subject and
subordinate in all respects to the Liens held by the Administrative Agent (unless bonded) and such
contested proceedings conclusively operate to stay the sale of any portion of the DIP Collateral to
satisfy such charge or claim which has or may become a Lien against any of the DIP Collateral) and
the publication or other delivery of notice to third parties. The Borrowers and the Subsidiary
Guarantors agree to provide such evidence as the Administrative Agent shall reasonably request as
to the perfection and priority status of each such security interest and Lien.




     SECTION 8.1.19 Application of Insurance and Condemnation Proceeds.




     (a) As a material inducement to the Lenders to enter into this Agreement, if any Event
of Loss shall occur with respect to the Temporary Casino Complex, any Improvements on the
Surplus Parcels, the Trappers Alley Parcel or the Development Parcels or the Permanent
Casino Complex (as applicable) or any part thereof, Greektown Holdings and its Subsidiaries
shall (x) promptly upon discovery or receipt of notice thereof provide written notice
thereof to the Administrative Agent, (y) diligently pursue all its rights to compensation
against all relevant insurers, reinsurers and/or Governmental Instrumentalities, as
applicable, in respect of such event and (z) not, without consent of the Administrative
Agent (which consent shall not be unreasonably withheld or delayed), compromise or settle
any claim involving an amount in excess of $2,000,000 per claim.




     (b) All awards, amounts, damages, compensation, payments, settlements and proceeds
(including instruments) in respect of any Event of Loss including the proceeds of any
insurance policy required to be maintained by Greektown Holdings or its Subsidiaries
hereunder and awards or settlements from any condemnation (collectively, “Loss Proceeds”)
shall be applied as provided in this clause (b); subject, however,
to the applicable provisions of the Mortgage, the Realty Equity Mortgage, the TGCP Mortgage,
the Development Agreement and/or the Trappers Alley Lease. All Loss Proceeds shall be paid
and disbursed in accordance with the terms of Section 3.4 of the Mortgage. If any Loss
Proceeds are paid directly to Greektown Holdings, any of its Subsidiaries, Kewadin, Monroe
or the Authority or any Affiliate of any of the foregoing by any insurer, reinsurer,
Governmental Instrumentality or such other payor, (x) such Loss Proceeds shall be received
in trust for application in accordance with this Section, (y) such Loss Proceeds shall be
segregated from other funds of such Person and (z) if required under Section 3.4 of the
Mortgage, such Person shall pay (or, if applicable, Greektown Holdings shall cause such
Person to pay) such Loss Proceeds over to the



109









 




     Administrative Agent in the same form as received (with any necessary endorsement) for
deposit in such account.




     SECTION 8.1.20 Compliance with Project Documents. Greektown Holdings and its
Subsidiaries shall comply duly and promptly, in all material respects, with their obligations, and
enforce all of their respective rights, under all Project Documents.



     SECTION 8.1.21 Accountant’s Engagement Letter. At least annually after the Original
Closing Date, Greektown Holdings shall inform the independent certified public accountant which it
engaged to audit, prepare or review the financial statements required to be delivered in accordance
herewith in writing that the primary intent of Greektown Holdings in retaining such accountant is
to benefit the Lenders. Greektown Holdings shall promptly deliver a copy of each such letter to
the Administrative Agent.



     SECTION 8.1.22 Available Cash. On or before the date that the report of Available
Cash is delivered to the Administrative Agent as required under clause (e) of Section
8.1.1, the Borrowers shall deliver, together with such report, all Excess Available Cash as set
forth in such report to the Administrative Agent and the Prepetition Agent, as applicable.



     SECTION 8.1.23 Estoppel Certificates. Within fifteen (15) Business Days after request
by the Administrative Agent, Greektown Holdings or the Operating Company on its behalf shall
request the City to deliver to the Administrative Agent an estoppel certificate executed by the
City and the EDC pursuant to Section 14.25 of the Development Agreement and shall thereafter use
reasonable efforts and diligence to cause delivery thereof by the City and the EDC.



     SECTION 8.1.24 Cash Management. Subject to the Budget and Section 3.1, the
Borrowers and Subsidiary Guarantors shall maintain a cash management system substantially identical
to the cash management system that they maintained immediately prior to the Petition Date,
including but not limited to, the maintenance of the accounts established in connection with the
Prepetition Credit Agreement and the related agreements. In connection with the foregoing, the
Bankruptcy Court shall have entered First Day Orders, satisfactory to the Lenders in their
reasonable discretion, providing for the continuation of the cash management system.



     SECTION 8.1.25 In Balance. If at any time and from time to time the Construction
Component of the Budget is not In Balance, the Borrowers shall deposit or cause to be deposited
into the Cash Collateral Account, in cash, funds in the amount required to bring the Construction
Component of the Budget In Balance. Each such deposit shall be made on the earlier of (x) ten (10)
days after demand therefor by the Administrative Agent or (y) the Business Day immediately
preceding the date on which an Advance is to be made hereunder.



     SECTION 8.1.26 Final Plans and Specifications. The Borrowers shall provide to the
Construction Consultant and the Administrative Agent a copy of, and maintain at the Site, a
complete set of the Final Plans and Specifications, as in effect from time to time. The Borrowers
shall provide or make available to the Construction Consultant and the Administrative Agent a copy
of all shop drawings, schedules, reports, diagrams, layouts, setting plans, cuts, explanations,
catalogue references, samples and other data prepared by Jenkins Skanska, each Architect of



110









 




Record, any Contractor or any Subcontractor during the time that the Borrowers have to review
and approve such items in order for the Construction Consultant to confirm the conformity thereof
to the applicable provisions of this Agreement and the other Construction Documents. Following the
review and approval of such submissions as aforesaid, no material modifications to the Final Plans
and Specifications may be made other than in accordance with the applicable provisions of
Sections 8.2.13(b), 8.2.26, 8.2.27 and 8.2.28. The Borrowers shall
provide “as built” Plans and Specifications for the Project within a reasonable time after Final
Completion.




     SECTION 8.1.27 Construction Consultant. The Borrowers shall:




     (a) cooperate and cause each of their Subsidiaries, Jenkins Skanska, all Contractors
and each Architect of Record to cooperate with the Construction Consultant in the
performance of the Construction Consultant’s duties hereunder. Without limiting the
generality of the foregoing, the Borrowers shall and shall instruct each of their
Subsidiaries, Jenkins Skanska, all Contractors and each Architect of Record to: (w)
communicate with and promptly provide or make available to the Construction Consultant all
invoices, documents, shop drawings, schedules, reports, diagrams, layouts, setting plans,
cuts, explanations, catalogue references, samples and other data and information reasonably
requested by the Construction Consultant with respect to the construction of the Project,
(x) provide the Construction Consultant with access to the Site, (y) provide the
Construction Consultant with reasonable working space and access to telephone, copying and
telecopying equipment (at no cost to the Administrative Agent, the Lenders or the
Construction Consultant) and (z) otherwise facilitate the Construction Consultant’s review
of the construction of the Project and preparation of the certificates required hereby;




     (b) pay or cause to be paid to the Construction Consultant (or the Administrative Agent
for the account of the Person entitled thereto for reimbursement of payments advanced to the
Construction Consultant) all amounts required hereunder (and, in the case of any such
reimbursement, to the extent so advanced by the Administrative Agent); and




     (c) upon the reasonable request of the Administrative Agent, consult with any Person
regarding any adverse event or condition identified in any report prepared by the
Construction Consultant.



     SECTION 8.1.28 Compliance with Construction Documents. The Borrowers shall comply
(and shall cause each of their Subsidiaries to comply) duly and promptly, in all material respects,
with their obligations, and enforce all of their respective rights, under all Construction
Documents, except where the failure to comply or enforce such rights, as the case may be, could not
reasonably be expected to have a Material Adverse Effect.



     SECTION 8.1.29 Reorganization Matters. The Borrowers will submit to the
Administrative Agent all pleadings, motions, applications and judicial information, in each case
filed by or on behalf of the Borrowers or any Subsidiary Guarantor with the Bankruptcy Court or
provided by or to the Trustee (or any information officer, examiner or interim receiver, if any,
appointed in any Case) or any Committee, at the time such document is filed with the



111









 




Bankruptcy Court, or provided by or, to the Trustee (or any information officer, monitor or
interim receiver, if any, appointed in any Case) or any Committee.




     SECTION 8.1.30 Restructuring Advisor. The Borrowers shall maintain the retention of
the Restructuring Advisor on terms and in a capacity vesting it with authority over the operations
of the Operating Company and the Borrowers that are acceptable to the Administrative Agent.



     SECTION 8.1.31 Preservation of Corporate Existence; Restrictions. Each Borrower and
Subsidiary Guarantor shall preserve and maintain its legal existence, rights (charter and
statutory), material licenses and franchises, except as permitted by Section 8.2.11.



     SECTION 8.1.32 Sharing of Information. The Administrative Agent shall have the
option, but not the obligation, to share all information delivered by the Borrowers pursuant to
Section 8.1 with the Prepetition Agent and the Prepetition Lenders.



     SECTION 8.1.33 Certificate of Occupancy. All Certificates of Occupancy existing on
the date of this Agreement and all other Certificates of Occupancy obtained after the Original
Closing Date shall be in full force and effect and, in the case of a temporary Certificate of
Occupancy, if such temporary Certificate of Occupancy shall provide for an expiration date, such
temporary certificate of occupancy shall be renewed or extended no later than fifteen (15) days
prior to the applicable expiration date.



     SECTION 8.1.34 Diligent Construction of the Project. The Borrowers shall, and shall
cause each of their Subsidiaries to, continuously and diligently pursue construction of the Project
to Final Completion in accordance with the Plans and Specifications and in compliance with the Loan
Documents, the Project Documents, the Construction Documents, all Legal Requirements and all
Governmental Approvals; shall pay all sums and perform such duties as may be necessary to complete
the construction of the Project in accordance with the Plans and Specifications and in compliance
with the Loan Documents, the Project Documents, the Construction Documents, all Legal Requirements
and all Governmental Approvals, free from any Liens (other than Permitted Liens). Evidence of
satisfactory compliance with the foregoing shall be furnished by the Borrowers to the
Administrative Agent on the date of Final Completion.



     SECTION 8.1.35 Management Consultant and Chief Executive Officer. Promptly after
obtaining all required Governmental Approvals for the retention of The Fine Point Group as the
management consultant covering the operations of the Operating Company, (x) the Operating Company
and the Consultant shall have entered into employment agreements setting forth the terms of the
Consultant’s employment with the Operating Company which shall be satisfactory to the
Administrative Agent in all respects (including, without limitation, the scope of the Consultant’s
duties and responsibilities) and (y) the Borrowers shall undertake all actions (including, without
limitation, filing motions or applications with the Bankruptcy Court to modify the retention of The
Fine Point Group) which are necessary or appropriate in the reasonable judgment of the
Administrative Agent to appoint Randall A. Fine of The Fine Point Group as the chief executive
officer of the Operating Company on terms which shall be satisfactory to the Administrative Agent
in all respects (including, without limitation, the scope of the chief executive officer’s duties
and responsibilities).



112









 





     SECTION 8.1.36 Notices of Meetings. The Borrowers shall provide the Administrative
Agent with reasonable advance notice of all official meetings that any Loan Party shall have with
the MGCB or the City where the proposed topic for discussion shall include any Loan Party’s
compliance with the DIP Credit Agreement or the Development Agreement. For the avoidance of doubt,
an official meeting shall not include any meeting which covers on-site regulatory matters.



     SECTION 8.1.37 Board of Managers.




     (a) The Borrowers have agreed to reconstitute the Board of Managers of the Operating
Company and Greektown Holdings with a majority of independent members such that after
receiving MGCB approval, the voting members of the Board of Managers shall consist only of
the following five (5) individuals: Darwin McCoy, Joseph Eitrem, Louis Glazier, Jacob
Miklojcik and Wendell M. Long, or such other individuals approved by the Administrative
Agent in its sole discretion. As of the Effective Date, the Borrowers shall install any
such member on the Board of Managers of the Operating Company and Greektown Holdings
promptly, but in any event no later than two (2) Business Days, after any such member is
approved by the MGCB.




     (b) If for any reason Wendell M. Long is not approved by the MGCB, the Board of
Managers of the Operating Company and Greektown Holdings shall be reduced immediately to
three (3) voting members with a majority of independent members until such other independent
member shall be approved by (i) the Administrative Agent in its sole discretion and (ii) the
MGCB. The Borrowers shall install any such independent member on the Board of Managers of
the Operating Company and Greektown Holdings promptly, but in any event no later than two
(2) Business Days, after any such independent member and one (1) additional member, approved
by the Administrative Agent in its sole discretion, is approved by the MGCB, and the Board
of Managers of the Operating Company and Greektown Holdings shall be reconstituted as a five
(5) voting member Board of Managers with a majority of independent members, it being agreed
that Louis Glazier, Jacob Miklojcik and Wendell M. Long are deemed independent members.




     (c) Prior to the MGCB’s approval of Wendell M. Long as a member of the Board of
Managers of the Operating Company and Greektown Holdings and upon the direction of the
Administrative Agent, the Board of Managers of the Operating Company and Greektown Holdings
shall be reconstituted as a three (3) voting member Board of Managers with a majority of
independent members, it being agreed that Louis Glazier, Jacob Miklojcik and Wendell M. Long
are deemed independent members.



     SECTION 8.1.38 Additional DIP Milestones. The Borrowers shall satisfy the following
milestones as set forth below (collectively, the “Additional DIP Milestones”) by the applicable
Additional DIP Milestone Dates:



113









 





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Delayed Draw	 
	 	 	 	 	 	 	Term B-1 Loan	 
	Milestone	 	Date	 	 	Availability	 
	 	 	 	 	 	 	(on a cumulative	 
	 	 	 	 	 	 	basis since the	 
	 	 	 	 	 	 	Effective Date)	 
	(a) effectiveness of
this Agreement
pursuant to Section
13.8;
	 	Effective Date	 	$	12,000,000	 
	 
	(b) the Borrowers
shall have (1)
executed an asset
purchase agreement
with respect to the
Borrowers’ company
assets and
operations or (2)
delivered a
reorganization plan
term sheet
acceptable to the
Borrowers, the MGCB,
the City and the
Administrative
Agent;
	 	June 1, 200924	 	$	12,000,000	 
	 
	(c) the Borrowers
shall have (1)
commenced an auction
with respect to the
sale of the
Borrowers’ company
assets and
operations or (2)
filed a draft
reorganization plan
acceptable to the
Lenders and the
Prepetition Secured
Parties with the
Bankruptcy Court;
	 	June 1, 2009	 	$	13,000,000	 
	 
	(d) the Borrowers
shall have received
approval of the
disclosure statement
from the Bankruptcy
Court;
and25
	 	September 4, 200926	 	$	17,000,000	 
	 
	(e) the Bankruptcy
Court shall have
confirmed the
reorganization plan.
	 	November 2, 200927	 	$	17,000,000	 






If the reorganization plan is not confirmed by November 2, 200928, and the failure to
confirm the reorganization plan is not due to the fault of the Borrowers, Delayed Draw Term B-1
Loans in an aggregate amount not to exceed the Delayed Draw Term B-1 Loan Commitments may be made
available to the Borrowers, in the sole discretion of the Administrative Agent. The Delayed Draw
Term B-1 Loan availability amounts set forth in this Section 8.1.38 shall be reduced by the
amount of net proceeds from any Permitted Asset Sales of the Surplus Parcels and the Development
Parcels.



     SECTION 8.2 Negative Covenants. Each Borrower agrees with the Administrative Agent,
the Issuer and each Lender that, until all Commitments have terminated and all Obligations have
been indefeasibly paid and performed in full (other than indemnification Obligations not then due
and payable), Greektown Holdings and its Subsidiaries will perform the obligations set forth in
this Section 8.2.





 




			
	24	 	Amended by the Second Amendment to DIP Credit
Agreement.
	 
	25	 	Amended by the Fourth Amendment to DIP Credit
Agreement.
	 
	26	 	Amended by the Fourth Amendment to DIP Credit
Agreement.
	 
	27	 	Amended by the Fourth Amendment to DIP Credit
Agreement.
	 
	28	 	Amended by the Fourth Amendment to DIP Credit
Agreement.




114









 










     SECTION 8.2.1 Business Activities. Greektown Holdings will not engage in any business
activity except the ownership of the Operating Company Membership Interests (with respect to
Greektown Holdings), the ownership of the Equity Interests of Greektown Corporation, and, together
with Greektown Corporation, the performance of the Obligations and such activities as are
reasonably incidental or substantially similar thereto. The Operating Company and its Subsidiaries
will not engage in any business activity, except the ownership and operation of the Temporary
Casino Complex and the Permanent Casino Complex and the Development Parcels (in the case of the
Operating Company), the Surplus Parcels and the Trappers Alley Parcel (in the case of its
Subsidiaries) performing its obligations (in the case of the Operating Company) under the
Development Agreement and such activities as are reasonably incidental or substantially similar
thereto.



     SECTION 8.2.2 Indebtedness. (a) Greektown Holdings and its Subsidiaries will not,
directly or indirectly, create, incur, assume or suffer to exist or otherwise become or be liable
in respect of any Indebtedness or issue any shares of Preferred Stock, or be or become liable as
endorser, guarantor, surety or otherwise for any Indebtedness of any other Person, or otherwise
agree to provide funds for payment of the obligations of another, or supply funds thereto or invest
therein (except as allowed under Section 8.2.5 hereof) or otherwise assure a creditor of
another against loss, or apply for or become liable to the issuer of a letter of credit which
supports an obligation of another, or subordinate any claim or demand it may have to the claim or
demand of any other Person, other than, without duplication, the following:




     (i) The Borrowers may incur Indebtedness in respect of the Credit Extensions;




     (ii) Existing Indebtedness;




     (iii) Indebtedness of the Operating Company incurred in connection with the
Participating Leases; and




     (iv) Indebtedness of the Operating Company incurred in connection with the
Insurance Premium Agreement.




     (b) With respect to its interest in Greektown Corporation, Greektown Holdings will not
directly or indirectly, create, incur, assume or suffer to exist or otherwise become or be
liable in respect of any Indebtedness secured by a Lien against such interest other than
Indebtedness secured by Liens in favor of the Administrative Agent for the benefit of the
Secured Parties.




     (c) Accrual of interest, the accretion of the accreted value of principal and the
payment of interest in the form of additional Indebtedness will not be deemed to be an
incurrence of Indebtedness for purposes of this covenant.



     SECTION 8.2.3 Liens. Neither Greektown Holdings nor its Subsidiaries shall create,
incur, assume or suffer to exist any Lien upon any of its property, revenues or assets, whether now
owned or hereafter acquired, or any proceeds, income or profits therefrom, or assign or convey any
right to receive income therefrom, excluding, however, Permitted Liens.




115











 





     SECTION 8.2.4 Consolidated EBITDAR; Minimum Liquidity.




     (a) Greektown Holdings and its Subsidiaries will not, as of the close of any calendar
month, permit Consolidated EBITDAR (a) to be less than the amount set forth below in the
second column opposite such month and (b) on a cumulative basis commencing August 1, 2009,
to be less than the amount set forth below in the third column opposite the last month in
such period:29



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Consolidated EBITDAR	 
	 	 	 	 	 	 	(in $, on a cumulative	 
	 	 	Consolidated EBITDAR	 	 	basis since August 1,	 
	Month ending on	 	(in $, on a monthly basis)	 	 	2009)	 
	August 31, 2009
	 	 	5,068,432	 	 	 	5,068,432	 
	September 30, 2009
	 	 	4,642,718	 	 	 	9,711,150	 
	October 31, 2009
	 	 	4,806,171	 	 	 	14,800,036	 
	November 30, 2009
	 	 	3,795,045	 	 	 	18,818,319	 
	December 31, 2009
	 	 	3,641,311	 	 	 	22,673,824	 







     (b) Greektown Holdings and its Subsidiaries will not permit, at any time after the
Original Closing Date, the sum of (i) all Available Cash, (ii) all unrestricted Investments
of the Loan Parties permitted under Section 8.2.5 and (iii) the aggregate unused
amount of the Commitments in effect at such time, to be less than $15,000,000 in the
aggregate.



     SECTION 8.2.5 Investments. Neither Greektown Holdings nor its Subsidiaries shall
make, incur, assume or suffer to exist any Investment in any other Person, except the following
investments by the Operating Company, as set forth in the Budget:




     (a) Cash Equivalent Investments;




     (b) without duplication, Investments to the extent permitted as Indebtedness pursuant
to Section 8.2.2;




     (c) without duplication, Investments permitted as Capital Expenditures pursuant to
Section 8.2.7;




     (d) Investments constituting (x) accounts receivable arising, (y) trade debt granted or
(z) deposits made in connection with the purchase price of goods or services, in each case,
in the ordinary course of business;




     (e) Investments and contributions required under Section 3.5 of the Development
Agreement;





 




			
	29	 	Clause (a), including table, amended by the Fourth
Amendment to DIP Credit Agreement.




116









 










provided, however, that





     (f) any Investment which when made complied with the requirements of clauses
(w), (x) or (y) of the definition of the term “Cash Equivalent
Investment” may continue to be held, notwithstanding that such Investment, if made
thereafter, would not comply with such requirements; and




     (g) no Investment otherwise permitted by clauses (b), (c), or (f) shall be permitted to
be made if any Default has occurred and is continuing or would result therefrom.




SECTION 8.2.6 Restricted Payments, etc. On and at all times after the date hereof:




     (a) neither Greektown Holdings nor its Subsidiaries shall declare, pay or make any
dividend or distribution (in cash, property or obligations) on any Equity Interest (now or
hereafter outstanding) of Greektown Holdings or its Subsidiaries or on any warrants, options
or other rights with respect to any Equity Interests (now or hereafter outstanding) of
Greektown Holdings or its Subsidiaries (other than dividends or distributions payable in its
Equity Interests or warrants to purchase its Equity Interests or splitups or
reclassifications of its Equity Interests into additional or other shares of its Equity
Interests) or apply any of its funds, property or assets to the purchase, redemption,
sinking fund or other retirement of any shares of any Equity Interests (now or hereafter
outstanding) of Greektown Holdings or its Subsidiaries, or warrants, options or other rights
with respect to any shares of any Equity Interests (now or hereafter outstanding) of
Greektown Holdings or its Subsidiaries;




     (b) Except as set forth in the Budget, Greektown Holdings will not and will not permit
its Subsidiaries to




     (i) make any payment or prepayment of principal of, or make any payment of
interest on, the Senior Notes or the Indebtedness under items (ii) and
(iii) of clause (a) of Section 8.2.2 or any subordinated
debt; or




     (ii) redeem, purchase or defease, the Senior Notes or the Indebtedness under
items (ii) or (iii) of clause (a) of Section 8.2.2
or any subordinated debt or make any payment for purposes of funding any of the
foregoing;


(the foregoing prohibited acts referred to in clauses (a) and (b) being herein
collectively referred to as “Restricted Payments”); provided, however, that





     (c) notwithstanding the provisions of clause (a) above, Greektown Holdings
shall be permitted to cause the Operating Company to make Restricted Payments to Greektown
Holdings in the amount required to make the payments due under the Loan Documents.



     SECTION 8.2.7 Capital Expenditures, etc. Neither Greektown Holdings nor its
Subsidiaries shall make or commit to make Capital Expenditures, other than the Capital Expenditures
set forth in the Budget.



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     SECTION 8.2.8 Rental Obligations. Neither Greektown Holdings nor its Subsidiaries
shall enter into at any time any arrangement which involves the leasing by such Person from any
lessor of any real or personal property (or any interest therein), which does not create a
Capitalized Lease Liability, except (x) the leases disclosed in Item 7.9 of the
Disclosure Schedule, (y) the Existing Operating Leases and (z) other Operating Leases which
are part of the Operating Component of the Budget, provided, however, that payments
made or to be made by the Operating Company with respect to Operating Leases, including the
Existing Operating Leases, shall not exceed the applicable amounts therefor set forth in the
Operating Component of the Budget.



     SECTION 8.2.9 Contracts; Take or Pay Contracts. The Borrowers shall not enter into or
be a party to any arrangement for the purchase of materials, supplies, other property or services.
Neither the Operating Company nor its Subsidiaries shall enter into or be a party to any
arrangement for the purchase of materials, supplies, other property or services if such arrangement
by its express terms requires (other than default remedies under Construction Documents) that
payment be made by such Person regardless of whether such materials, supplies, other property or
services are in fact or can be required to be delivered or furnished to it (other than with respect
to remedies for defaults under the Construction Documents).



     SECTION 8.2.10 Management Agreement and Management Services Agreement. The Borrowers
shall not enter into or be a party to any management contract, management services agreement or
advisor agreement. Except as set forth in the Budget, neither the Operating Company nor its
Subsidiaries shall, enter into or be a party to any management contract, management services
agreement, advisor agreement, any agreement covering FF&E or any other contract material to the
operation and management of the Temporary Casino Complex, the Surplus Parcels, the Trappers Alley
Parcel, the Development Parcels or, if applicable, the Permanent Casino Complex without the prior
approval of the Administrative Agent in its sole discretion.



     SECTION 8.2.11 Consolidation, Merger, etc. Neither Greektown Holdings nor its
Subsidiaries shall liquidate or dissolve (other than with respect to Contract Builders, Realty
Equity or TGCP), consolidate with (other than with respect to Contract Builders, Realty Equity or
TGCP), or merge into or with, enter into a joint venture or other combination with, any other
Person, or purchase or otherwise acquire any Person (by any means) all or substantially all of the
assets of any Person (or of any division thereof).



     SECTION 8.2.12 Restrictions on Dispositions. Neither Greektown Holdings nor its
Subsidiaries shall, sell, transfer, lease, contribute or otherwise convey (including by way of
merger), or grant options, warrants or other rights with respect to, any of its or their assets
(including accounts receivable and Capital Stock) to any Person (each such conveyance, an “Asset
Sale”) without the prior written consent of the Administrative Agent; provided,
however, that the Operating Company and its Subsidiaries may, without the prior consent of
the Administrative Agent, (x) make dispositions in the ordinary course of its business, and (y)
dispose of (i) the Surplus Parcels and the Development Parcels and (ii) obsolete, worn out or
surplus assets or assets no longer used or useful in the business of the Operating Company or its
Subsidiaries, so long as (A) such disposition does not materially and adversely affect the ability
of the Operating Company or its Subsidiaries to own and operate the Temporary Casino



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Complex and the Permanent Casino Complex in accordance with the Development Agreement and this
Agreement, (B) the net proceeds thereof which, with respect to the property described in item
(ii) of clause (y), have not otherwise been used to fund replacement assets, are to be
deposited in the Cash Collateral Account in accordance with Section 3.1.3 and the proceeds
of the Cash Collateral Account shall be deemed to be part of the DIP Collateral and (C) with
respect to such property listed in item (ii) of clause (y), (1) the consideration
received for the disposition thereof shall be in an amount at least equal to the fair market value
thereof as reasonably determined by the Administrative Agent and (2) such disposed property shall
be replaced with other property of substantially equal utility and a value at least substantially
equal to that of the replaced property when first acquired and free from any Liens other than
Permitted Liens and by such removal and replacement the Operating Company and its Subsidiaries
shall be deemed to be part of the DIP Collateral. Each disposition set forth in the proviso of
this Section 8.2.12 shall constitute a “Permitted Asset Sale”.



     SECTION 8.2.13 Modification of Project Documents and Certain Agreements. (a) Neither
Greektown Holdings nor its Subsidiaries shall, directly or indirectly, enter into, amend, modify,
terminate, supplement or waive a right under or permit or consent to the amendment, modification,
termination, supplement or waiver of any of the provisions of, or grant any consent under the
Project Documents without the consent of the Administrative Agent; provided,
however, that no such consent shall be required with respect to any such amendment,
modification or supplement that (x) is non-material or (y) does not materially affect (i) the value
of the DIP Collateral, (ii) the ability of Greektown Holdings and its Subsidiaries to perform in
all material respects its and their obligations under the Operative Documents and (iii) the ability
of the Operating Company and its Subsidiaries to own and operate the Temporary Casino Complex and
the Permanent Casino Complex in the manner owned and operated prior to any such amendment. If the
Administrative Agent withholds its consent with respect to any amendment for which its consent is
required hereunder, the Administrative Agent shall provide the Borrowers, the Operating Company and
the City with the reasons therefore in accordance with Section 13.17.




     (b) Without the prior written consent of the Administrative Agent (not to be
unreasonably withheld or delayed), the Borrowers will not (and will cause each of their
Subsidiaries to not) directly or indirectly, enter into, amend (by Change Order or
otherwise), modify (by Change Order or otherwise), terminate, supplement or waive a right
under or permit or consent to the amendment, modification, termination, supplement or waiver
of any of the provisions of, or grant any consent under (v) any Construction Document, the
effect of which could reasonably be expected to have a Material Adverse Effect, (w) any
Permit, the effect of which could reasonably be expected to have a Material Adverse Effect,
or (x) any Contract having a value in excess of Two Million ($2,000,000) Dollars, provided
that prior written consent shall not be required if such amendment, modification,
termination, supplement or waiver has a value less than Five Hundred Thousand ($500,000)
Dollars.



     SECTION 8.2.14 Transactions with Affiliates. The Borrowers shall not, sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an



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“Affiliate Transaction”). Except as disclosed in Item 8.2.14 of the Disclosure
Schedule, neither the Operating Company nor its Subsidiaries shall enter into, or be a party
to, an Affiliate Transaction without the prior written approval of the Administrative Agent. The
foregoing provisions will not apply to any payments, transfers or dispositions pursuant to the
following: (i) any employment, indemnification, non-competition or confidentiality agreement
entered into by the Operating Company or its Subsidiaries in the ordinary course of business on
terms customary in the casino business; (ii) Restricted Payments permitted by the provisions of
Sections 8.2.6; and (iii) the payment of reasonable fees and expenses to members of the
Board of Managers or the Board of Directors, as the case may be, of Greektown Holdings or its
Subsidiaries who are not employees of Greektown Holdings or its Subsidiaries.




     SECTION 8.2.15 Negative Pledges, Restrictive Agreements, etc. Neither Greektown
Holdings nor its Subsidiaries shall, enter into any agreement (excluding, however, this Agreement
and any other Loan Document, governing any Indebtedness prohibiting




     (a) the creation or assumption of any Lien upon its properties, revenues or assets,
whether now owned or hereafter acquired; or




     (b) the ability of Greektown Holdings or its Subsidiaries to amend or otherwise modify
any Operative Document.



     SECTION 8.2.16 Sale and Leaseback. The Borrowers shall not enter into any agreement
or arrangement with one another or any other Person providing for the leasing by it of any real or
personal property. Neither the Operating Company nor its Subsidiaries shall, enter into any
agreement or arrangement with each other or any other Person providing for the leasing by the
Operating Company or any such Subsidiary of real or personal property which has been or is to be
sold or transferred by the Operating Company or such Subsidiary, as the case may be, to such other
Person or to any other Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of such Borrower or such Subsidiary, as applicable.



     SECTION 8.2.17 Capital Stock. The Authority shall not issue, transfer or sell any
Capital Stock of Kewadin or Monroe, neither Kewadin nor Monroe shall issue, transfer or sell any
Capital Stock of Greektown Holdings, and neither Greektown Holdings nor its Subsidiaries shall
issue, transfer or sell any Capital Stock of its Subsidiaries (whether for value or otherwise) to
any Person.



     SECTION 8.2.18 Hazardous Substances. Neither Greektown Holdings nor its Subsidiaries
shall, release, emit or discharge into the environment any Hazardous Substances in material
violation of any Environmental Law, Legal Requirement or Permit.



     SECTION 8.2.19 No Other Powers of Attorney. Neither Greektown Holdings nor its
Subsidiaries shall, execute or deliver any agreement creating any Lien (other than Permitted
Liens), powers of attorney (other than powers of attorney for signatories of documents permitted or
contemplated by the Project Documents or provided for in the Project Documents), or similar
documents, instruments or agreements, except to the extent such documents, instruments or
agreements comprise part of the Loan Documents.



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     SECTION 8.2.20 Creation of Subsidiaries. From and after the Original Closing Date,
(a) neither Greektown Holdings nor its Subsidiaries shall create any Subsidiary and (b) Kewadin and
Monroe shall not create any Subsidiary without the prior consent of the Administrative Agent.



     SECTION 8.2.21 [Intentionally Omitted].



     SECTION 8.2.22 Modification of MGCB Approval. Neither Greektown Holdings nor its
Subsidiaries shall, directly or indirectly, amend, modify, terminate, supplement or waive a right
under or permit or consent to the amendment, modification, termination, supplement or waiver of any
of the provisions of, or grant any consent under the MGCB Approval without the prior consent of the
Administrative Agent; provided, however, that no such consent shall be required
with respect to any such amendment, modification or supplement if (x) such amendment, modification
or supplement is non-material or (y) after giving effect thereto, the MGCB Approval, as so amended,
modified or supplemented, as the case may be (i) is at least as favorable to Greektown Holdings,
its Subsidiaries and all other Persons to which the MGCB Approval is applicable as it was prior to
such amendment and (ii) does not materially affect (a) the value of the DIP Collateral, (b) the
ability of Greektown Holdings and its Subsidiaries to perform in all material respects its and
their obligations under the Operative Documents, and (c) the ability of the Operating Company and
its Subsidiaries to own and operate the Temporary Casino Complex and the Permanent Casino Complex
in the manner owned and operated prior to any such amendment.



     SECTION 8.2.23 Modification of Senior Notes or the Senior Notes Trust Indenture.
Neither Greektown Holdings nor its Subsidiaries shall, (i) directly or indirectly, amend, modify,
terminate, supplement or waive a right under or permit or consent to the amendment, modification,
termination, supplement or waiver of any of the provisions of, or grant any consent under the
Senior Notes, the Senior Notes Indenture or any other debt instrument subordinate to the Loans,
(ii) make any payment or prepayment of principal of, or make any payment of interest on, the
indebtedness thereunder regardless of when due or (iii) redeem, purchase or defease the
indebtedness thereunder, in each case, without the prior consent of the Administrative Agent.



     SECTION 8.2.24 Chapter 11 Claims. No Borrower shall, nor shall any Borrower permit
any of the Subsidiary Guarantors to, agree to, incur, create, assume, suffer to exist or permit (a)
any administrative expense, unsecured claim, or other superpriority claim or Lien which is
pari passu with or senior to the claims or liens of the Secured Parties against the
Loan Parties hereunder and the Prepetition Secured Parties, or apply to the Bankruptcy Court for
authority to do so, except for the Carve-Out, the Post-Default Carve-Out or as otherwise provided
in the Orders or (b) any payment of pre-petition claims except as authorized by order of the
Bankruptcy Court.



     SECTION 8.2.25 Orders. No Loan Party shall, nor shall any Loan Party permit any of
its subsidiaries to, make or permit to be made any change, amendment or modification, or any
application or motion for any change, amendment or modification, to the Loan Documents or the
Orders without the prior written consent of the Administrative Agent and the Required Lenders.



     SECTION 8.2.26 Scope Changes.



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     (a) Without obtaining the consent of the Administrative Agent, the Borrowers shall not
(and will cause each of their Subsidiaries to not) direct, consent to or enter into any
Scope Change if such Scope Change:




     (i) will cause the Construction Component of the Budget not to be In Balance or
amend the Construction Component of the Budget in accordance with Section
8.2.30 so that, after giving effect to the proposed Scope Change, the
Construction Component of the Budget will be In Balance;




     (ii) in the sole judgment of the Administrative Agent, is reasonably likely to
materially and adversely change or affect the Project;




     (iii) in the reasonable judgment of the Construction Consultant (based on its
experience, familiarity and review of the Project and representations provided by
the Borrowers, Jenkins Skanska, the Contractors and Subcontractors), the Project
will not be Substantially Complete beyond February 24, 2009 (subject to extension of
the Final Completion date to which the Borrowers or their Subsidiaries are otherwise
entitled under the Development Agreement), or could reasonably require the Jenkins
Skanska or the Subcontractors to accelerate performance (except in accordance with a
Scope Change) of the Work the cost of which will cause the Construction Component of
the Budget not to be In Balance (nothing in this item (iii) shall affect the
provisions of Section 9.3, regarding an Event of Default if remedies are
exercised under the Development Agreement for failure to achieve the Final
Completion Date (as defined in the Development Agreement) in accordance with the
Development Agreement);




     (iv) in the reasonable judgment of the Construction Consultant, could
reasonably permit or result in any materially adverse modification or materially
impair the enforceability of any warranty under or any material reduction in the
quality standards set forth in the Jenkins Skanska Contract or any Contract;




     (v) is not permitted by a Construction Document; or




     (vi) could reasonably present a significant risk of the revocation or material
adverse modification of any Permit.



     SECTION 8.2.27 Amendment of Construction Component of the Budget. Without the prior
written consent of the Administrative Agent, the Borrowers shall not (and will cause each of their
Subsidiaries to not) directly or indirectly amend (by Change Order or otherwise), modify (by Change
Order or otherwise), allocate, reallocate or supplement or permit or consent to the amendment (by
Change Order or otherwise), modification (by Change Order or otherwise), allocation, reallocation
or supplementation of any of the Line Item Categories of the Construction Component of the Budget.



     SECTION 8.2.28 Amendment of Milestone Schedule, Construction Schedule, Contract Time and
Guaranteed Maximum Price. Without the prior written consent of the Administrative Agent, the
Borrowers shall not (and will cause each of their Subsidiaries to not) directly or indirectly amend
(by Change Order or otherwise), modify or extend the Jenkins



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Skanska Contract and/or the Milestone Dates in the Milestone Schedule and/or the Construction
Schedule or the Contract Time or the Guaranteed Maximum Price (following such time as the same has
been approved by the Administrative Agent) under the Jenkins Skanska Contract.




     SECTION 8.2.29 Construction Documents. The Borrowers shall not (and will cause each
of their Subsidiaries to not) breach or default under any term, condition, provision, covenant,
representation or warranty contained in any Construction Document or any other agreement to which
such Person is a party if the effect of such breach or default could reasonably be expected to have
a Material Adverse Effect and such breach or default shall continue unremedied for thirty (30) days
after notice from the Administrative Agent to the Borrowers.



     SECTION 8.2.30 Unallocated Contingency. Without the prior written consent of the
Administrative Agent, the Borrowers shall not allocate amounts of the Unallocated Contingency
Balance to other Line Items in the Construction Component of the Budget if such allocation causes
the remaining Unallocated Contingency Balance to be less than the Required Minimum Contingency.
The Borrowers shall submit a monthly detailed written report to the Construction Consultant stating
all uses of the Contingency by the Borrowers during the month covered by the report.



     SECTION 8.2.31 No Changes in Fiscal Year. The fiscal year of the Borrowers ends on
December 31 of each year; and the Borrowers shall not, nor shall it permit any of the Subsidiary
Guarantors to, change its fiscal year from its present basis, unless the Administrative Agent shall
have approved such change.



     SECTION 8.2.32 Lien Releases. The Borrowers shall not, nor shall it permit any of the
Subsidiary Guarantors to, make payment of any proceeds of an Advance to any Contractor or
Subcontractor unless such Contractor or Subcontractor has duly executed and delivered the
acknowledgment of payments and unconditional releases of construction and materialmen’s liens
delivered by the Borrowers pursuant to clause (b) of Section 6.4.9. The Borrowers
shall deliver or cause to be delivered to the Administrative Agent and the Construction Consultant
such unconditional releases in accordance with clause (a) of Section 6.4.9 or
otherwise at the request of the Administrative Agent.



ARTICLE IX




EVENTS OF DEFAULT




     SECTION 9.1 Listing of Events of Default. Each of the following events or occurrences
described in this Section 9.1 shall constitute an “Event of Default”.



     SECTION 9.1.1 Non-Payment of Obligations. The Borrowers shall default in the payment
or prepayment when due of




     (a) any Letter of Credit Reimbursement Obligation or any deposit of cash for collateral
purposes pursuant to Section 2.6.2, Section 2.6.4 or item (ii) of
clause (b) of Section 4.11, as the case may be, and such Default shall
continue unremedied for a period of three (3) Business Days;



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     (b) any principal of or interest on any Loan, and, with respect to any Default in the
payment of interest, such Default shall continue unremedied for a period of two (2) Business
Days; or




     (c) any fee described in Article III or any fee related to any other Obligation
and such Default shall continue unremedied for a period of two (2) days.



     SECTION 9.1.2 Breach of Warranty. Any representation or warranty of Greektown
Holdings or any of its Subsidiaries made hereunder, in any other Loan Document executed by any such
Person, the Development Agreement or the Indemnity Agreement or in any other writing or certificate
furnished by or on behalf of Greektown Holdings or its Subsidiaries to the Administrative Agent,
the Issuer or any Lender for the purposes of or in connection with this Agreement or any such other
Loan Document (including any certificates delivered pursuant to Article V hereof) is or
shall be incorrect when made or deemed to have been made in any material respect and, with respect
to the Development Agreement, no Event of Default (as defined in the Development Agreement) would
result thereunder or Material Adverse Effect could reasonably be expected to result therefrom.



     SECTION 9.1.3 Non-Performance of Certain Covenants and Obligations. Either Borrower,
any of their Subsidiaries or any other Person named therein shall default in the due performance
and observance of any of its obligations under the proviso in Section 6.1.8 and under
Sections 8.1.6, 8.1.7, 8.1.37, 8.1.38 and 8.2
herein or Section 3.10 of the Development Agreement.



     SECTION 9.1.4 Non-Performance of Other Covenants and Obligations. Greektown Holdings
or any of its Subsidiaries shall default in the due performance and observance of any Loan Document
executed by it, and such default (i) shall continue unremedied for a period of thirty (30) days
(or such other period of time during which performance is required under the applicable Loan
Document) after notice thereof shall have been given to such Person and the Borrowers by the
Administrative Agent, or (ii) shall continue unremedied for a period of fifteen (15) days in the
case of defaults under Section 8.1.3.



     SECTION 9.1.5 Default on Other Indebtedness. A post-petition default shall occur in
the payment when due (subject to any applicable grace period), whether by acceleration or
otherwise, of any Indebtedness of Greektown Holdings or any of its Subsidiaries (other than
Indebtedness described in Section 9.1.1 and the Senior Notes) or unsecured Indebtedness of
Greektown Holdings or any of its Subsidiaries in excess of $1,000,000 (subject to any applicable
grace period) if the effect of such Default is to accelerate the maturity of any such Indebtedness
or such Default shall continue unremedied for any applicable period of time sufficient to permit
the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or
declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid,
redeemed, purchased or defeased, or to cause an offer to purchase or redeem such Indebtedness to be
required to be made, prior to its expressed maturity.



     SECTION 9.1.6 Judgments. Any judgment or order entered after the Petition Date with
respect to a claim arising after the Petition Date for the payment of money in excess of
$10,000,000 individually or in the aggregate (excluding, however, any amounts fully covered by



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insurance (less any applicable deductible) or indemnification and as to which the insurer or
the indemnifying party, as the case may be, has acknowledged its responsibility to cover such
judgment or order) shall be rendered against Greektown Holdings, any of its Subsidiaries, the
Temporary Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels,
or, if applicable, the Permanent Casino Complex and such judgment shall not have been vacated or
discharged or stayed or bonded pending appeal within forty-five (45) days after the entry thereof.
The foregoing shall not apply to any Surplus Parcel or any Development Parcel from and after the
date that it is disposed of in accordance with Section 8.2.12.




     SECTION 9.1.7 Pension Plans. Any of the following events shall occur with respect to
any Pension Plan




     (a) termination of a Pension Plan if, as a result of such termination, Greektown
Holdings, any of its Subsidiaries or any such member would reasonably be required to make a
contribution to such Pension Plan, or would reasonably expect to incur a liability or
obligation to such Pension Plan, in excess of $5,000,000; or




     (b) a contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under section 302(f) of ERISA and such failure continues for thirty (30) days
or more.




SECTION 9.1.8 Change of Control. Any Change of Control shall occur.


SECTION 9.1.9 Bankruptcy Matters. Any of the following events shall occur:




     (a) the entry of an order: (i) to obtain additional financing under Section 364(c) or
(d) of the Bankruptcy Code or not otherwise permitted pursuant to the Loan Documents except,
with the consent of the Administrative Agent, in connection with any financing the proceeds
of which shall be used to repay in full the Obligations; (ii) to grant any Lien on any DIP
Collateral except as permitted hereunder and under the other Loan Documents; (iii) except as
provided in the Interim Order or the Amended Final Order, as the case may be, to use cash
collateral of the Secured Parties under Section 363(c) of the Bankruptcy Code without the
prior written consent of the Administrative Agent or (iv) that reduces, sets-off or
subordinates the Obligations; or




     (b) the filing by any Debtor of any plan of reorganization that is either
unsatisfactory to the Administrative Agent or that does not provide for indefeasible payment
in full and satisfaction of the Obligations as required herein, on the effective date of
such plan of reorganization; or




     (c) either Order shall be reversed, amended, supplemented, stayed, vacated or otherwise
modified (or any Debtor shall apply for authority to do so) without the prior written
consent of the Administrative Agent, or shall cease to be in full force and effect or is
stayed in any respect; or any Debtor fails to perform any of its obligations under any
Order; or




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     (d) the dismissal of any Case, or the conversion of any Case from one under Chapter 11
to one under Chapter 7 of the Bankruptcy Code or any Debtor shall file a motion or other
pleading seeking the dismissal or conversion of any Case; or




     (e) except the Orders, the entry of an order by the Bankruptcy Court granting relief
from or modifying the automatic stay of Section 362 of the Bankruptcy Code (i) to allow any
creditor or other third party to proceed against, execute upon or enforce a Lien on, any
material asset or assets of the Borrowers or Subsidiary Guarantors, or (ii) with respect to
any Lien of or the granting of any Lien on any DIP Collateral to any state or local
environmental or regulatory agency or authority that would have a Material Adverse Effect or
priority over any Lien of the Lenders; or




     (f) the Amended Final Order is not entered by the Bankruptcy Court within thirty (30)
days of the date of entry of the Interim Order, or, in any event, the Amended Final Order is
not entered immediately following the expiration of the Interim Order; or




     (g) failure of the Borrowers or the Subsidiary Guarantors to fulfill their obligations
under the Amended Final Order; or




     (h) the entry of an order under Section 506(c) of the Bankruptcy Code surcharging the
DIP Collateral or the Prepetition Collateral; or




     (i) the entry of an order in any of the Cases avoiding or requiring repayment of any
portion of the payments made on account of the Obligations; or




     (j) the appointment of an interim or permanent trustee in any Case or the appointment
of a receiver, responsible officer or an examiner in any Case with enlarged powers beyond
the duty to investigate and report, as set forth in Sections 1106(a)(3) and (4) of the
Bankruptcy Code; or the sale without the consent of the Administrative Agent, of all or
substantially all of any Borrower’s or any Subsidiary Guarantor’s assets (either through a
sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in
any Case, or otherwise, that does not provide for payment in full of the Obligations and
termination of the Lenders’ commitment to make Loans or other extensions of credit
hereunder; or




     (k) the entry of an order in any of the Cases granting any other superpriority
administrative claim or Lien equal or superior to that granted to the Administrative Agent,
on behalf of itself and the Lenders (other than the Carve-Out, the Post-Default Carve-Out
and as expressly provided in the Order), or any Borrower or Subsidiary Guarantor shall file
any pleading requesting such relief; or




     (l) the payment of pre-petition claims without court order; or




     (m) failure of the Borrowers or the Subsidiary Guarantors to file a plan of
reorganization prior to the expiration of their exclusivity periods, as they may be extended
by court order; or



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     (n) the bringing or supporting of a motion or the filing of any plan of reorganization
or disclosure statement attendant thereto by any Borrower or Subsidiary Guarantor seeking,
or otherwise consenting to, any of the foregoing in any of the Cases.



     SECTION 9.1.10 Impairment of DIP Collateral, etc. Any Loan Document, or any Lien
granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate,
cease to be effective or cease to be the legally valid, binding and enforceable obligation of any
Obligor party thereto or Greektown Holdings or any of its Subsidiaries, any other Obligor shall,
directly or indirectly, repudiate any Loan Document or contest in any manner such effectiveness,
validity, binding nature or enforceability or, except as permitted under any Loan Document, any
Lien securing any Obligation shall, in whole or in part, cease to be a perfected first priority
Lien, subject only to valid and senior construction Liens, except as otherwise permitted hereunder.



     SECTION 9.1.11 Breach of Project Documents. Except for breaches and defaults that
exist as of the Effective Date or as otherwise set forth in Section 9.1.3, Greektown
Holdings, its Subsidiaries or any other Person shall breach or default under any term, condition,
provision, covenant, representation or warranty contained in any Project Document to which such
Person is a party and such breach or default shall continue unremedied for thirty (30) days after
notice from the Administrative Agent to Greektown Holdings, as applicable; provided,
however, that in the case of any Project Document,




     (a) the cure period shall be extended beyond such thirty (30) day period during such
time as Greektown Holdings or its applicable Subsidiary is contesting or undertaking the
cure of such alleged breach or default in good faith promptly and diligently conducted and
(1) such reserve or appropriate provisions, if any, as shall be required in conformity with
GAAP shall have been made therefor and (2) in case of any charge or claim which has or may
become a Lien against any of the DIP Collateral, such Lien is subject and subordinate in all
respects to the Liens held by the Administrative Agent (unless bonded) and such contested
proceedings conclusively operate to stay the sale of any portion of the DIP Collateral to
satisfy such charge or claim which has or may become a Lien against any of the DIP
Collateral);




     (b) if the breach or default is reasonably susceptible to cure within ninety (90) days
but cannot be cured within such thirty (30) day period despite Greektown Holdings (or its
applicable Subsidiary) or such other Person’s, as the case may be, good faith and diligent
efforts to do so, the cure period shall be extended as is reasonably necessary beyond such
thirty (30) day period (but in no event longer than ninety (90) days) if remedial action
reasonably likely to result in cure is promptly instituted within such thirty (30) day
period and is thereafter diligently pursued until the breach or default is corrected; and




     (c) if the breach is by a Person other than Greektown Holdings or any of its
Subsidiaries, then no Event of Default shall be deemed to have occurred as a result of such
breach if immediately upon such breach (but in no event more than two (2) Business Days
after the Borrowers become aware of such breach) the Borrowers provide written



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notice thereof to the Administrative Agent and such breach has not had and would not
reasonably be expected to have a Material Adverse Effect.



     SECTION 9.1.12 Termination or Invalidity of Project Documents; Abandonment of Temporary
Casino.




     (a) If any Project Document shall have terminated, become invalid or illegal, or
otherwise ceased to be in full force and effect; provided, however, that no
Event of Default shall be deemed to have occurred as a result of such termination if
Greektown Holdings provides written notice to the Administrative Agent immediately upon such
termination (but in no event more than two (2) Business Days after Greektown Holdings or any
of its Subsidiaries becomes aware of such termination) and such termination has not had and
could not reasonably be expected to result in a Material Adverse Effect;




     (b) The Operating Company shall cease to own and lease all portions of the Temporary
Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels and,
if applicable, the Permanent Casino Complex and the Easements which are material and
necessary for the purpose of owning, maintaining and operating the Temporary Casino Complex,
the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels and, if applicable,
the Permanent Casino Complex in the manner contemplated by the Development Agreement and
this Agreement; provided, however, that the foregoing shall not apply to any
Surplus Parcel or any Development Parcel from and after the date that it is disposed of in
accordance with Section 8.2.12;




     (c) The Operating Company and its Subsidiaries shall cease to own the portion of the
Temporary Casino Complex owned by each of them (except as expressly permitted in Section
8.2.11 and Section 8.2.12) or the Easements which are material and necessary for
the purpose of owning, maintaining and operating such portion of the Temporary Casino
Complex or shall abandon the Temporary Casino Complex, the Surplus Parcels, the Trappers
Alley Parcel, the Development Parcels or, if applicable, the Permanent Casino Complex or
otherwise cease operations of the Temporary Casino Complex or, if applicable, the Permanent
Casino Complex as required under the Development Agreement and this Agreement or shall sell
or otherwise dispose of its interest in the Temporary Casino Complex or, if applicable, the
Permanent Casino Complex, in each case, other than Permitted Asset Sales; provided,
however, that the foregoing shall not apply to any Surplus Parcel or any Development
Parcel from and after the date that it is disposed of in accordance with Section
8.2.12; or




     (d) Greektown Holdings, any of its Subsidiaries, Monroe, Kewadin, the Authority or the
Tribe shall repudiate any of the Loan Documents or contest the validity thereof.



     SECTION 9.1.13 Government Authorizations. Any Permit necessary for the ownership,
maintenance, financing or operation of the Temporary Casino or, if applicable, the Permanent Casino
Complex shall be lawfully modified, refused, rejected, suspended, revoked or canceled, or allowed
to lapse (including casino, gaming or gambling business) or a notice of a material violation is
issued under any Permit, by the issuing agency or other Governmental



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Instrumentality having jurisdiction, or any proceeding is commenced by any Governmental
Instrumentality for the purpose of modifying, suspending, revoking or canceling any Permit and such
modification, refusal, rejection, revocation or loss of such Permit or such notice of a material
violation or proceeding is reasonably likely to result in a Material Adverse Effect.




     SECTION 9.1.14 Gaming License; Liquor License. Any gaming license or approval by the
MGCB covering the operation of the Temporary Casino or, if applicable, the Permanent Casino Complex
and the Operating Company, including the MGCB Approval, expires without renewal, terminates without
renewal or is lawfully revoked or such gaming license no longer exclusively covers the Temporary
Casino or, if applicable, the Permanent Casino Complex or is transferred to another casino or the
Borrowers or the Subsidiary Guarantors otherwise lose the legal authority to conduct gaming from
the MGCB or the City. Any liquor license of the Borrowers or the Subsidiary Guarantors expires
without renewal, terminates without renewal or is lawfully revoked.



     SECTION 9.1.15 Material Adverse Effect. The occurrence of a Material Adverse Effect.



     SECTION 9.1.16 Matters Relating to the Tribe. Failure of the Tribe at all times prior
to the indefeasible payment of the Obligations to be a federally recognized Indian tribe or the
assertion of any claim of sovereign or other form of immunity to enforce or collect upon the Loan
Documents (including, without limitation, any claim of immunity from service of process, immunity
from jurisdiction of any court or tribunal, immunity from attachment of property prior to entry of
judgment and from attachment in aid of execution and immunity from execution on a judgment).



     SECTION 9.1.17 Breach of Approvals by the MGCB. If Greektown Holdings or any of its
Subsidiaries shall breach or default under any term, condition, provision, covenant, representation
or warranty contained in any applicable approval by the MGCB, including, without limitation, the
MGCB Approval, and such breach or default shall continue unremedied for any applicable grace period
provided in any such approval or, if no grace period is provided, for two (2) Business Days from
the date of such breach or default unless, prior to the expiration of the applicable cure period,
such breach or default is irrevocably waived in writing by all of the other parties thereto.



     SECTION 9.1.18 Application of Conservator Provisions under Michigan Gaming Law. If
for any reason whatsoever, any of the conservator provisions of the Michigan Gaming Law are
lawfully applied to Greektown Holdings, any of its Subsidiaries or any of the property owned,
leased or held by any of them.



     SECTION 9.1.19 Forced Sale. If the MGCB shall lawfully order a forced sale of any of
the Borrowers, the Subsidiary Guarantors or the Project or any portion thereof.



     SECTION 9.1.20 Failure to Retain Restructuring Advisor. If the Borrowers fail to
retain the Restructuring Advisor in accordance with this Agreement.



     SECTION 9.1.21 Matters Relating to the Authority. (a) With respect to its interest
in Kewadin, if the Authority shall directly or indirectly, create, incur, assume or suffer to exist
or



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otherwise become or be liable in respect of any Indebtedness secured by a Lien against such
interest other than Indebtedness secured by Liens in favor of the Administrative Agent for the
benefit of the Secured Parties.





     (b) With respect to its interest in Kewadin, if the Authority shall create, incur,
assume or suffer to exist any Lien upon such interest or any proceeds, income, distributions
or profits therefrom, or assign or convey any right to receive proceeds, income
distributions or profits therefrom, excluding, however, Liens in favor of
the Administrative Agent for the benefit of the Secured Parties.



     SECTION 9.1.22 Matters Relating to Kewadin. (a) With respect to its interest in
Monroe and Greektown Holdings, if Kewadin shall directly or indirectly, create, incur, assume or
suffer to exist or otherwise become or be liable in respect of any Indebtedness secured by a Lien
against such interest other than (i) Indebtedness secured by Liens in favor of the Administrative
Agent for the benefit of the Secured Parties or (ii) Indebtedness secured by Liens in favor of Ted
Gatzaros, Maria Gatzaros, Viola Papas, Jim Papas, Arthur Blackwell, Christopher Jackson, Marvin
Beatty, David Akins, Jamal Harris, Robert Smith, George Evans, J.C. Douglas, Victoria Suane Loomis,
Harris & Associates 401(k) Plan, Barden Nevada or Barden Nevada Gaming LLC.




     (b) If Kewadin shall not create, incur, assume or suffer to exist any Lien upon any of
its property, revenues or assets, whether now owned or hereafter acquired, or any proceeds,
income, distributions or profits therefrom, or assign or convey any right to receive any
proceeds, income, distributions or profits therefrom, excluding, however,
(i) Liens in favor of the Administrative Agent for the benefit of the Secured Parties and
(ii) Indebtedness secured by Liens in favor of Ted Gatzaros, Maria Gatzaros, Viola Papas,
Jim Papas, Arthur Blackwell, Christopher Jackson, Marvin Beatty, David Akins, Jamal Harris,
Robert Smith, George Evans, J.C. Douglas, Victoria Suane Loomis, Harris & Associates 401(k)
Plan, Barden Nevada or Barden Nevada Gaming LLC.



     SECTION 9.1.23 Matters Relating to Monroe. (a) With respect to its interest in
Greektown Holdings, if Monroe shall directly or indirectly, create, incur, assume or suffer to
exist or otherwise become or be liable in respect of any Indebtedness secured by a Lien against
such interest other than (i) Indebtedness secured by Liens in favor of the Administrative Agent for
the benefit of the Secured Parties or (ii) Indebtedness secured by Liens in favor of Ted Gatzaros,
Maria Gatzaros, Viola Papas or Jim Papas.




     (b) Monroe will not create, incur, assume or suffer to exist any Lien upon any of its
property, revenues or assets, whether now owned or hereafter acquired, or any proceeds,
income, distributions or profits therefrom, or assign or convey any right to receive any
proceeds, income, distributions or profits therefrom, excluding, however,
(i) Liens in favor of the Administrative Agent for the benefit of the Secured Parties and
(ii) Indebtedness secured by Liens in favor of Ted Gatzaros, Maria Gatzaros, Viola Papas or
Jim Papas.



     SECTION 9.2 Action if Event of Default. If any Event of Default shall occur for any
reason, whether voluntary or involuntary, and be continuing, after direction by the Required



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Lenders, the Administrative Agent shall, by written notice to the Borrowers and the Subsidiary
Guarantors, terminate the DIP Facility, declare all or any portion of the outstanding principal
amount of the Loans and other Obligations (including Letter of Credit Reimbursement Obligations) to
be due and payable or the Commitments (if not theretofore terminated) to be terminated, whereupon
the full unpaid amount of such Loans and other Obligations which shall be so declared due and
payable shall be and become immediately due and payable, without further notice, demand or
presentment, or, as the case may be, the Commitments shall terminate and the Borrowers shall
automatically and immediately be obligated to deposit or cause to be deposited with the
Administrative Agent cash collateral in an amount equal to all Letter of Credit Outstandings in
accordance with Section 2.6.4. The Bankruptcy Court shall retain exclusive jurisdiction
with respect to all matters relating to the exercise of rights and remedies under the DIP Facility,
the Interim Order, the Amended Final Order and with respect to the Prepetition Collateral and the
DIP Collateral. In addition to the foregoing, after direction by the Required Lenders, the
Administrative Agent shall, without further notice of default, presentment or demand for payment,
protest or notice of non-payment or dishonor, or other notices or demands of any kind, all such
notices and demands being waived (to the extent permitted by applicable law), exercise any or all
rights and remedies at law or in equity (in any combination or order that the Lenders may elect,
subject to the foregoing), including, without prejudice to the Lenders’ other rights and remedies,
the following:





     (a) exercise the right (after providing five (5) Business Days’ prior notice to the
Borrowers and Subsidiary Guarantors and any statutory committee of the occurrence of the DIP
Facility Termination Date) to realize on all DIP Collateral without the necessity of
obtaining any further relief or order from the Bankruptcy Court, subject to the right of the
Borrowers and Subsidiary Guarantors to seek continuation of the automatic stay during such
five (5) Business Days’ period solely on the basis that no Event of Default has occurred;




     (b) suspend or terminate the Lenders’ obligation to make additional Borrowings (other
than obligatory Borrowings hereunder pursuant to Section 2.6.1 and Section
2.6.4), to process requests by the Borrowers and to perform any other obligations of the
Lenders which are expressly subject to there not being a Default under this Agreement shall
be terminated;




     (c) subject to any required approval of the MGCB and the terms and conditions of the
Development Agreement, make or do the same in such manner and to such extent as the Lenders
may deem necessary to protect the security hereof, the Lenders being authorized to enter
upon and take possession of the portion of the Temporary Casino Complex, the Surplus
Parcels, the Trappers Alley Parcel, the Development Parcels and the Permanent Casino Complex
for such purposes, and any sums expended for such purposes shall become part of the
Indebtedness evidenced and secured by the Mortgage and the Realty Equity Mortgage, as
applicable; provided, however, that the foregoing shall not apply to any
Surplus Parcel or any Development Parcel from and after the date that it is disposed of in
accordance with Section 8.2.12;




     (d) commence, appear in and/or defend any action or proceedings purporting to affect
the DIP Collateral, and/or any additional or other security therefor, the interests,



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rights, powers or duties of the Lenders hereunder, whether brought by or against
Greektown Holdings, its Subsidiaries or the Lenders;




     (e) pay, purchase, contest or compromise any claim, debt, Lien, charge or encumbrance
that in the judgment of the Lenders may impair or reasonably appear to impair the security
of the Mortgage, the Realty Equity Mortgage and the TGCP Mortgage, as applicable, or the
other Loan Documents, the interests of the Lenders or the rights, powers and/or duties of
the Lenders hereunder and any sums expended for such purposes shall become part of the
Indebtedness evidenced and secured by the Loan Documents;




     (f) subject to any required approval of the MGCB and the terms and conditions of the
Development Agreement, the Lenders (and their nominee and/or designee) are authorized either
by themselves or by their agents or by a receiver appointed by a court of competent
jurisdiction, to enter into and upon and take and hold possession of any portion or all of
the Site, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels and/or the
Improvements thereon, both real and personal, and exclude Greektown Holdings, its
Subsidiaries and all other Persons therefrom and thereupon the Lenders (or their nominee or
designee) may, (u) use, operate, manage, control, insure, maintain, repair, restore and
otherwise deal with all and every part of the Site, the Surplus Parcels, the Trappers Alley
Parcel, the Development Parcels and conduct business thereat, (v) take possession of all
materials, supplies, tools, equipment and construction facilities and appliances located on
the Site, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels and
perform any and all work and labor existing at the time the Lenders (or their nominee and/or
designee) enter into possession of the Site, the Surplus Parcels, the Trappers Alley Parcel,
the Development Parcels and perform any and all work and labor necessary to operate and
maintain the Site, the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels
and all sums expended in so doing, together with interest on such total amount at the rate
set forth in Section 3.2.2, shall be repaid by the Borrowers to the Lenders upon
demand and shall be secured by the Loan Documents, (w) employ watchmen to protect the Site,
the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels, (x) make
alterations, additions, renewals, replacements and improvements to the Site, the Surplus
Parcels, the Trappers Alley Parcel, the Development Parcels (y) exercise all rights and
powers of Greektown Holdings and its Subsidiaries with respect to the Site, the Surplus
Parcels, the Trappers Alley Parcel, the Development Parcels and pursuant to or under the
Development Agreement, the Operative Documents or any agreements relating to the Site, the
Surplus Parcels, the Trappers Alley Parcel, the Development Parcels, whether in the name of
Greektown Holdings, its relevant Subsidiary or otherwise, including the right to make,
cancel, enforce or modify the Development Agreement or any agreements relating to the Site,
the Surplus Parcels, the Trappers Alley Parcel, the Development Parcels, obtain and evict
tenants and other Persons, and demand, sue for, collect and receive all earnings, revenues,
rents, issues, profits and other income from the Temporary Casino Complex, the Surplus
Parcels, the Trappers Alley Parcel, the Development Parcels and, if applicable, the
Permanent Casino Complex and every part thereof, the Development Agreement or any agreements
relating to the Site, the Surplus Parcels, the Trappers Alley Parcel, the Development
Parcels and (z) apply the receipts



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therefrom to the payment of the Indebtedness evidenced and secured by the Loan
Documents in accordance with this Agreement, after deducting therefrom all expenses
(including reasonable attorneys’ fees and costs and expenses) incurred in connection with
the aforesaid operations and all amounts to pay the Impositions, assessments, insurance and
other charges in connection with the Site, the Surplus Parcels, the Trappers Alley Parcel,
the Development Parcels and, if applicable, the Permanent Casino Complex as well as just and
reasonable compensation for the services of the Administrative Agent, the Lenders and their
counsel, agents and employees; provided, however, that the foregoing shall
not apply to any Surplus Parcel or any Development Parcel from and after the date that it is
disposed of in accordance with Section 8.2.12;




     (g) subject to any required approval of the MGCB and the terms and conditions of the
Development Agreement, exercise all rights and remedies under the Mortgage, the Realty
Equity Mortgage, the TGCP Mortgage and the other Loan Documents;




     (h) institute an action, suit or proceeding in equity for the specific performance by
Greektown Holdings and its Subsidiaries of any covenant, condition, or agreement contained
herein or in any of the other Loan Documents;




     (i) subject to the applicable requirements of the MGCB and the Development Agreement,
apply, for the appointment of a custodian, receiver, liquidator or conservator of the
Temporary Casino Complex, the Surplus Parcels, the Trappers Alley Parcel, the Development
Parcels and, if applicable, the Permanent Casino Complex without regard for the adequacy of
the security for the Indebtedness evidenced and secured by the Loan Documents;




     (j) set off and apply all monies on deposit in any account or any other monies of
Greektown Holdings or any of its Subsidiaries on deposit with the Administrative Agent to
the satisfaction of the Obligations under all of the Loan Documents; and




     (k) subject to any required approval of the MGCB and the terms and conditions of the
Development Agreement, exercise any and all rights and remedies available to it under
applicable law or any of the Operative Documents.


Except as otherwise set forth herein, all sums expended by the Lenders for any of the purposes
described above shall be deemed to have been advanced to the Borrowers under and pursuant to the
provisions of this Agreement, shall bear interest at the rate of interest set forth in Section
3.2.2 and shall be secured by the Mortgage, the Realty Equity Mortgage, the TGCP Mortgage and
the other DIP Collateral; provided, however, the Borrowers shall have the right to
challenge the amount of such sums. The Administrative Agent or the Lenders (or their nominee or
designee) may at any time discontinue any action or remedy commenced by it or them, as the case may
be, or change any course of action undertaken by it or them, and in such event, the Administrative
Agent and the Lenders (or their nominee or designee) shall not be bound by any requirements or
limitations of time contained in the Mortgage, the Realty Equity Mortgage, the TGCP Mortgage or the
other Loan Documents. For the foregoing purposes, Greektown Holdings and its Subsidiaries, to the
fullest extent permitted by law, hereby constitutes and



133









 






appoints the Administrative Agent (or its nominee or designee) as the true and lawful agent and
attorney-in-fact of each such Person with full power of substitution and hereby empowers the
Administrative Agent (and its nominee or designee) to take such action and require such performance
as it deems necessary or desirable. This agency and power of attorney shall be deemed to be
coupled with an interest and shall be irrevocable.




     SECTION 9.3 Development Agreement Matters. Notwithstanding anything else in this
Agreement, solely in reference to Sections 2.5(a) and 6.5 of the Development Agreement, the failure
to achieve Completion (as defined in the Development Agreement) by August 16, 2008 shall not
constitute an Event of Default if prior to March 31, 2009, neither the EDC nor the City has
exercised, or given any notice of its intent to exercise, any remedies under Section 6.2 of the
Development Agreement or taken any other action with respect to the failure to achieve Completion,
in which event such notice, exercise of remedies or taking of action shall be an Event of Default.



ARTICLE X




THE ADMINISTRATIVE AGENT




     SECTION 10.1 Designation of Administrative Agent. Each Lender hereby makes the
following designations:




     (a) Each Lender hereby designates MLCC to act as the Administrative Agent under and for
purposes of this Agreement and the other Loan Documents and authorizes MLCC, in its capacity
as the Administrative Agent, to act on behalf of such Lender under this Agreement and the
other Loan Documents. Subject to the terms and conditions hereof, MLCC accepts such
appointment and agrees to act as the Administrative Agent on behalf of the Lenders and to
perform the duties of the Administrative Agent in accordance with the provisions of this
Agreement and the other Loan Documents. Each Lender agrees that the Administrative Agent,
at its option, may delegate its duties, rights and powers, and that each sub-agent shall
implement all such duties, rights and powers on behalf of the Administrative Agent that are
required of the Administrative Agent on behalf of the Lenders. The Administrative Agent and
such sub-agent may perform any and all of their duties and exercise their rights and powers
through their respective Affiliates, directors, officers, employees, agents and advisors.
The exculpatory provisions of Section 10.3 shall apply to such sub-agent and each
such Affiliate, director, officer, employee, agent and advisor and to their respective
activities. The Administrative Agent may replace such sub-agent upon consent of the Required
Lenders and the exculpatory provisions of Section 10.3 shall apply to such
replacement sub-agent.




     (b) Each Lender authorizes the Administrative Agent to act on behalf of such Lender
under this Agreement and the other Loan Documents and, in the absence of other written
instructions from the Required Lenders received from time to time by the Administrative
Agent (with respect to which the Administrative Agent agrees that it will comply, except as
otherwise provided in this Section or as otherwise advised by counsel in order to avoid
contravention of applicable law), to exercise such powers hereunder and thereunder as are
specifically delegated to or required of the Administrative Agent, by the



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terms hereof and thereof, together with such powers as may be reasonably incidental
thereto.




     (c) Each Lender hereby indemnifies (which indemnity shall survive any termination of
this Agreement) the Administrative Agent, pro rata according to such
Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages,
claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed
on, incurred by, or asserted against, the Administrative Agent in any way relating to or
arising out of this Agreement or the other Loan Documents, including reasonable attorneys’
fees, consultants’ fees and as to which the Administrative Agent is not reimbursed by or on
behalf of the Borrowers; provided, however, that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses, damages, claims,
costs or expenses (i) which are determined by a court of competent jurisdiction in a final
proceeding to have resulted solely from the gross negligence or willful misconduct of the
Administrative Agent or (ii) which arise from the failure of another Lender to make its
portion of the Commitment Amount available or to advance such Lender’s Percentage of any
Loans to be made to the Borrowers (in which case such other Lender shall have responsibility
for indemnification therefor). The Administrative Agent shall not be required to take any
action hereunder or under any other Operative Document, or to prosecute or defend any suit
in respect of this Agreement or any other Operative Document, unless the Administrative
Agent is indemnified hereunder to its satisfaction. If any indemnity in favor of the
Administrative Agent shall be or become, in the respective determination of the
Administrative Agent, inadequate, the Administrative Agent may call for additional
indemnification from the Lenders and cease to do the acts indemnified against hereunder
until such additional indemnity is given.



     SECTION 10.2 Funding Reliance, etc. Unless the Administrative Agent shall have been
notified by telephone, confirmed in writing, by any Lender by 5:00 p.m., New York City time, on the
Business Day prior to a Borrowing that such Lender will not make available the amount which would
constitute its Percentage of such Borrowing on the date specified therefor, the Administrative
Agent may assume that such Lender has made such amount available to the Administrative Agent and,
in reliance upon such assumption, make available to the Borrowers a corresponding amount. If and
to the extent that such Lender shall not have made such amount available to the Administrative
Agent, such Lender and the Borrowers severally agree to repay the Administrative Agent forthwith on
demand such corresponding amount, together with interest thereon, for each day from the date the
Administrative Agent made such amount available to the Borrowers to the date such amount is repaid
to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such
Borrowing in the case of the Borrowers and at the Federal Funds Rate (in the case of a Lender) (for
the first two (2) Business Days after which such amount has not been repaid) and thereafter at the
interest rate applicable to Loans comprising such Borrowing. Nothing in this Section shall affect
or impair the rights or remedies of the Borrowers against such Lender so long as such amount and
interest, if any, has been repaid by the Borrowers to the Administrative Agent.



     SECTION 10.3 Exculpation. The Administrative Agent shall have no duties or
obligations except those expressly set forth herein. Without limiting the generality of the
foregoing neither the Administrative Agent nor any of the Administrative Agent’s directors,



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officers, employees or agents (i) shall be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (ii) shall have any duty to take
any discretionary action or exercise any discretionary powers, except discretionary rights and
powers expressly contemplated hereby that the Administrative Agent is required to exercise in
writing by the Required Lenders (or such other Lenders as shall be required by Section
13.1), (iii) except as expressly set forth herein, shall have any duty to disclose, and shall
not be liable for failure to disclose any information relating to Greektown Holdings or any of its
Subsidiaries that is communicated to or obtained by the Person serving as the Administrative Agent
or any of the Administrative Agent’s Affiliates, (iv) shall be liable for any action taken by the
Administrative Agent with the consent or at the request of the Required Lenders (or such other
number of Lenders as shall be required by Section 13.1), (v) shall be deemed to have
knowledge of any Default unless and until written notice thereof is given to the Administrative
Agent by Greektown Holdings, any of its Subsidiaries or a Lender, (vi) shall be liable to any
Lender for any action taken or omitted to be taken by it under this Agreement or any other Loan
Document, or in connection herewith or therewith, except for the Administrative Agent’s own bad
faith, willful misconduct or gross negligence, (vii) shall be responsible for any recitals or
warranties herein or therein, nor for the effectiveness, enforceability, validity or due execution
of this Agreement or any other Loan Document, (viii) shall be responsible for the creation,
perfection or priority of any Liens purported to be created by any of the Loan Documents, (ix)
shall be responsible for the validity, genuineness, enforceability, existence, value or sufficiency
of any collateral security or (x) shall have any duty to make any inquiry respecting the
performance by Greektown Holdings or any of its Subsidiaries of its obligations hereunder or under
any other Loan Document. Any inquiry which may be made by the Administrative Agent shall not
obligate the Administrative Agent to make any further inquiry or take any action. The
Administrative Agent shall be entitled to rely upon advice of counsel concerning legal matters and
upon any notice, consent, certificate, statement or writing which the Administrative Agent believes
to be genuine and to have been presented by a proper Person.




     SECTION 10.4 Successors. The Administrative Agent may resign as such at any time upon
at least thirty (30) days’ prior notice to the Borrowers and the Lenders. If the Administrative
Agent at any time shall resign, the Required Lenders may, after consultation with Greektown
Holdings (but only if no Default then exists hereunder) and subject to any required approval of the
MGCB and the terms and conditions of the Development Agreement, appoint another Lender as a
successor to the Administrative Agent which shall thereupon become the Administrative Agent
hereunder. If no successor for the Administrative Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within thirty (30) days after the
retiring Administrative Agent’s giving notice of resignation, then the retiring Administrative
Agent may, on behalf of the Lenders and after consultation with Greektown Holdings (such
consultation being required only if no Default then exists hereunder) and subject to any required
approval of the MGCB and the terms and conditions of the Development Agreement, appoint a successor
to act in the capacity of such retiring Administrative Agent which shall be one of the Lenders or a
commercial banking institution organized under the laws of the U.S. (or any State thereof) or a
U.S. branch or agency of a commercial banking institution and having (x) a combined capital and
surplus of at least $250,000,000 and (y) a credit rating of AA or better by Moody’s or a comparable
rating by S&P; provided, however, that if, after expending all reasonable
commercial efforts, such retiring Administrative Agent is unable to find a commercial banking
institution which is willing to accept such appointment and which meets



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the qualifications set forth in item (y), such retiring Administrative Agent
shall be permitted to appoint as its successor from all available commercial banking institutions
willing to accept such appointment such institution having the highest credit rating of all such
available and willing institutions. Upon the acceptance of any appointment by a successor
Administrative Agent hereunder, such successor Administrative Agent shall be entitled to receive
from the retiring Administrative Agent such documents of transfer and assignment as such successor
Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with
all rights, powers, privileges and duties of such retiring Administrative Agent and the retiring
Administrative Agent shall be discharged from its duties and obligations under this Agreement.
After any retiring Administrative Agent’s resignation, the provisions of





     (a) this Article X shall inure to its benefit as to any actions taken or
omitted to be taken by such retiring Agent while it was the Administrative Agent under this
Agreement, as applicable; and




     (b) Section 13.3 and Section 13.4 shall continue to inure to its
benefit.



     SECTION 10.5 Loans by the Administrative Agent. The Administrative Agent shall have
the same rights and powers with respect to the Credit Extensions made by it or any of its
Affiliates as any other Lender and may exercise the same as if it were not the Administrative Agent
hereunder. The Administrative Agent and its Affiliates may accept deposits from, lend money to,
and generally engage in any kind of business with Greektown Holdings, its Subsidiaries, Kewadin,
Monroe, the Authority, the Tribe or any Subsidiary or Affiliate thereof as if such Person was not
the Administrative Agent hereunder.



     SECTION 10.6 Credit Decisions. Each Lender acknowledges that it has, independently of
the Administrative Agent and each other Lender, and based on such Lender’s review of the financial
information of Greektown Holdings, its Subsidiaries, this Agreement, the other Loan Documents (the
terms and provisions of which being satisfactory to such Lender) and such other documents,
information and investigations as such Lender has deemed appropriate, made its own credit decision
to extend its Commitments. Each Lender also acknowledges that it will, independently of the
Administrative Agent and each other Lender, and based on such other documents, information and
investigations as it shall deem appropriate at any time, continue to make its own credit decisions
as to exercising or not exercising from time to time any rights and privileges available to it
under this Agreement or any other Loan Document. Notwithstanding the foregoing or anything else to
the contrary herein, with respect to any Default hereunder, no Lender shall exercise any
independent rights, remedies or options against Greektown Holdings or any of its Subsidiaries
(other than pursuant to Section 4.9) hereunder or any other action that is not pursuant to
the Loan Documents.



     SECTION 10.7 Copies, etc. The Administrative Agent shall give prompt notice to each
Lender of each notice or request required or permitted to be given to the Administrative Agent by
or on behalf of the Borrowers pursuant to the terms of this Agreement and the other Loan Documents
(unless concurrently delivered to the Lenders by or on behalf of the Borrowers). The
Administrative Agent will distribute to each Lender each document or instrument received for its
account and copies of all other communications received by the Administrative Agent from or on
behalf of the Borrowers for distribution to the Lenders by the



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Administrative Agent in accordance with the terms of this Agreement or any other Loan
Document.




     SECTION 10.8 Consultants and Reports. (a) The Administrative Agent, in its sole
discretion, may remove from time to time the Independent Consultants and appoint replacements as
the Administrative Agent may choose in accordance with this Agreement. As soon as practicable,
notice of any replacement Independent Consultant shall be given by the Administrative Agent to
Greektown Holdings, and the Independent Consultant being replaced. All reasonable fees and
expenses of the Independent Consultants (whether the original ones or replacements) shall be paid
by or on behalf of the Borrowers.




     (b) Each of the Independent Consultants shall be contractually obligated to the
Administrative Agent to carry out the activities required of it in the Loan Documents and as
otherwise requested by the Administrative Agent. Greektown Holdings and each of its
Subsidiaries acknowledges that it will not have any cause of action or claim against any
Independent Consultant resulting from any decision made or not made, any action taken or not
taken or any advice given by such Independent Consultant in the due performance in good
faith of its duties except for the gross negligence and willful misconduct of the
Independent Consultant; provided, however, the foregoing standard of care
shall not affect the standard of care which is required under any letter or agreement
pursuant to which an Independent Consultant was engaged or the rights, remedies and options
of the Lenders under any such letter or agreement.



     SECTION 10.9 The Lead Arranger and the Co-Managers. The Lead Arranger and the
Co-Managers hereunder shall not have any right, power, obligation, liability, responsibility or
duty under this Agreement (or any other Loan Document) other than those applicable to it in its
capacity as a Lender to the extent it is a Lender hereunder. Without limiting the foregoing, the
Lender so identified as the “Lead Arranger” or a “Co-Manager” shall not have or be deemed to have
any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and
will not rely, on the Lender so identified as the “Lead Arranger” or a “Co-Manager” in deciding to
enter into this Agreement and each other Loan Document to which it is a party or in taking or not
taking action hereunder or thereunder.



ARTICLE XI




DIP COLLATERAL




     SECTION 11.1 Grant of Liens; Collateral.




     (a) Subject to the Carve-Out and the Post-Default Carve-Out, pursuant to Bankruptcy
Code Section 364(c)(1) the Administrative Agent and the Lenders have been granted a
superpriority administrative claim over any and all administrative claims of the type
specified in Bankruptcy Code Section 503(b) and 507(b). As collateral for the Loans and
security for the full and timely payment and performance of all Obligations when due
(whether at stated maturity, by acceleration or otherwise), the Administrative Agent, for
the benefit of the Lenders, is hereby granted (i) pursuant to Section 364(c)(2) of the
Bankruptcy Code, a perfected first priority Lien on all assets of the Borrowers and



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Subsidiary Guarantors that are unencumbered as of the commencement of the Cases, but
not including avoidance actions under Sections 544-553 of the Bankruptcy Code or the
proceeds therefrom; (ii) pursuant to Section 364(c)(3) of the Bankruptcy Code, a perfected
Lien on all other assets of the Borrowers and Subsidiary Guarantors (other than the assets
referred to in the following clause), junior only to the valid, perfected and non-avoidable
Liens on such assets as of the Petition Date and to valid Liens in existence at the time of
such commencement that are perfected subsequent to such commencement as permitted by Section
546(b) of the Bankruptcy Code; (iii) pursuant to Section 364(d)(1) of the Bankruptcy Code, a
perfected senior priming Lien on all of the Borrowers’ and Subsidiary Guarantors’ assets
that are subject to the Liens of the Prepetition Agent and the Prepetition Lenders under the
Prepetition Credit Agreement; and (iv) subject to any valid and senior construction Liens,
pursuant to Sections 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 503(b) of the Bankruptcy
Code, a claim and Liens on any pre-petition and post-petition Improvements;
provided, however, that the Liens and claims granted to the Additional Loan
Lenders shall prime the Liens and claims granted to the Original Lenders (all of which being
hereinafter collectively referred to as, the “DIP Collateral”);




     (b) Except for the Carve-Out and the Post-Default Carve-Out, the superpriority claims
of the Administrative Agent and the Lenders hereunder shall at all times be senior to the
rights of the Debtors, any Chapter 11 trustee and any Chapter 7 trustee, or any creditor
(including, without limitation, post-petition counterparties and other post-petition
creditors) in the Cases or any subsequent proceedings under the Bankruptcy Code, including,
without limitation, any Chapter 7 cases if any of the Cases are converted to cases under
Chapter 7 of the Bankruptcy Code.



     SECTION 11.2 No Filings Required. The Liens and security interests referred to herein
shall be deemed valid and perfected by entry of the Interim Order and, when applicable, the Amended
Final Order. The Administrative Agent shall not be required to file any financing statements,
mortgages, notices of Lien or similar instruments in any jurisdiction or filing office or to take
any other action in order to validate or perfect the Lien and security interest granted by or
pursuant to this Agreement, any other Loan Document or the Orders.



     SECTION 11.3 Adequate Protection. The Prepetition Agent, the Prepetition Lenders and
the Prepetition Secured Parties have been granted adequate protection in accordance with the Orders
to the extent of any diminution in the value of the Prepetition Collateral as of the Petition Date,
including but not limited to any diminution in value resulting from (i) the use of the Prepetition
Cash Collateral pursuant to Bankruptcy Code Section 363(a), (ii) the use, sale or lease of
Prepetition Collateral (other than the Prepetition Cash Collateral) pursuant to Bankruptcy Code
Section 363(c), (iii) the grant of the priming liens to the Lenders under Bankruptcy Code Section
364(d), or (iv) the imposition of the automatic stay pursuant to Bankruptcy Code Section 362(a), in
the form of (a) the reimbursement of all reasonable and documented fees and expenses incurred by
professionals for the Prepetition Agent including, without limitation, the reasonable disbursements
of counsel and any financial consultant, advisor or expert advising the Prepetition Lenders, (b)
the accrual and owing of interest due under the Prepetition Credit Agreement at the default rates
set forth therein, which accrued interest shall be added to the outstanding principal of the
Prepetition Loans on each Monthly Payment Date; provided, however, that the amounts
payable by the Borrowers on December 31, 2008 and



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January 31, 2009 pursuant to clause (iv) of Section 15 of the Original Order (and all accrued
interest thereon) shall be added to the then outstanding principal of the Prepetition Loans on the
Effective Date, (c) a Lien immediately junior only to the Lien granted to the Administrative Agent
and the Lenders on the DIP Collateral, (d) subject to payment of the Carve-Out and the Post-Default
Carve-Out, a superpriority claim under Section 507(b) of the Bankruptcy Code and (e) completion of
the Exit Milestones.




ARTICLE XII




GUARANTY




     SECTION 12.1 Guaranty. To induce the Lenders to provide the credits described herein
and in consideration of benefits expected to accrue to the Borrowers by reason of the Delayed Draw
Term Loan Commitments, the Revolving Loan Commitments and the Letter of Credit Commitments, and for
other good and valuable consideration, receipt of which is hereby acknowledged, each Subsidiary
Guarantor party hereto hereby unconditionally and irrevocably ratifies and reaffirms its
Obligations under the Original DIP Credit Agreement and guarantees jointly and severally to the
Administrative Agent, the Lenders, and the Issuer, the due and punctual payment of all present and
future Obligations, including, but not limited to, the due and punctual payment of principal of and
interest on the Loans, the Letter of Credit Reimbursement Obligations, and the due and punctual
payment of all other Obligations now or hereafter owed by the Borrowers under the Loan Documents,
in each case as and when the same shall become due and payable, whether at stated maturity, by
acceleration, or otherwise, according to the terms hereof and thereof (including interest as set
forth in the Orders). In case of failure by the Borrowers or other Obligor punctually to pay any
Obligations guaranteed hereby, each Subsidiary Guarantor hereby unconditionally agrees to make such
payment or to cause such payment to be made punctually as and when the same shall become due and
payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were
made by the Borrowers or such Obligor, it being agreed that this is a guaranty of payment as
opposed to a guaranty of collection.



     SECTION 12.2 Guaranty Unconditional. The obligations of each Subsidiary Guarantor
under this Article XII shall be unconditional, irrevocable and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected
by:




     (a) any extension, renewal, settlement, compromise, waiver, or release in respect of
any obligation of the Borrowers or other Obligor or of any other guarantor under this
Agreement or any other Loan Document or by operation of law or otherwise;




     (b) any modification or amendment of or supplement to this Agreement or any other Loan
Document;




     (c) any change in the corporate existence, structure, or ownership of, any Borrower or
other Obligor, any other guarantor, or any of their respective assets, or any resulting
release or discharge of any obligation of the Borrowers or other Obligor or of any other
guarantor contained in any Loan Document;



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     (d) the existence of any claim, set-off, or other rights which any Borrower or other
Obligor or any other guarantor may have at any time against the Administrative Agent, any
Lender, or any other Person, whether or not arising in connection herewith;




     (e) any failure to assert, or any assertion of, any claim or demand or any exercise of,
or failure to exercise, any rights or remedies against the Borrowers or other Obligor, any
other guarantor, or any other Person or Property;




     (f) any application of any sums by whomsoever paid or howsoever realized to any
obligation of the Borrowers or other Obligor, regardless of what obligations of the
Borrowers or other Obligor remain unpaid;




     (g) any invalidity or unenforceability relating to or against the Borrowers or other
Obligor or any other guarantor for any reason of this Agreement or of any other Loan
Document or any provision of applicable law or regulation purporting to prohibit the payment
by the Borrowers or other Obligor or any other guarantor of the principal of or interest on
any Loan or any Letter of Credit Reimbursement Obligation or any other amount payable under
the Loan Documents; or




     (h) any other act or omission to act or delay of any kind by the Administrative Agent,
any Lender, or any other Person or any other circumstance whatsoever that might, but for the
provisions of this paragraph, constitute a legal or equitable discharge of the obligations
of any Subsidiary Guarantor under this Article XII.



     SECTION 12.3 Discharge Only upon Payment in Full; Reinstatement in Certain
Circumstances. Each Subsidiary Guarantor’s obligations under this Article XII shall
remain in full force and effect until the Delayed Draw Term Loan Commitments, the Revolving Loan
Commitments and the Letter of Credit Commitments are terminated, all Letters of Credit have
expired, and the principal of and interest on the Loans, all Letter of Credit Reimbursement
Obligations and all other amounts payable by the Borrowers and the Subsidiary Guarantors under this
Agreement and all other Loan Documents shall have been paid in full. If at any time any payment of
the principal of or interest on any Loan or any Letter of Credit Reimbursement Obligation or any
other amount payable by the Borrowers or other Obligor or any Subsidiary Guarantor under the Loan
Documents is rescinded, or otherwise, each Subsidiary Guarantor’s obligations under this
Article XII with respect to such payment shall be reinstated at such time as though such
payment had become due but had not been made at such time.



     SECTION 12.4 Subrogation. Each Subsidiary Guarantor agrees it will not exercise any
rights which it may acquire by way of subrogation by any payment made hereunder, or otherwise,
until all the Obligations shall have been paid in full subsequent to the termination of all the
Delayed Draw Term Loan Commitments, all the Revolving Loan Commitments and all the Letter of Credit
Commitments and expiration of all Letters of Credit. If any amount shall be paid to a Subsidiary
Guarantor on account of such subrogation rights at any time prior to the later of (x) the payment
in full of the Obligations and all other amounts payable by the Borrowers hereunder and the other
Loan Documents and (y) the termination of the Delayed Draw Term Loan Commitments, the Revolving
Loan Commitments and the Letter of Credit Commitments and expiration of all Letters of Credit, such
amount shall be held in trust for the benefit of the





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Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent for the benefit of the Lenders or be credited and
applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this
Agreement.




     SECTION 12.5 Waivers. Each Subsidiary Guarantor irrevocably waives acceptance hereof,
presentment, demand, protest, and any notice not provided for herein, as well as any requirement
that at any time any action be taken by the Administrative Agent, any Lender, or any other Person
against the Borrowers or other Obligor, another guarantor, or any other Person.



     SECTION 12.6 Limit on Recovery. Notwithstanding any other provision hereof, the right
of recovery against each Subsidiary Guarantor under this Article XII shall be limited to
the maximum amount that can be guaranteed without rendering such Guarantor’s obligations under this
Article XII void or voidable under applicable law, including, without limitation,
fraudulent conveyance law.



     SECTION 12.7 Acceleration of Guaranty. Each Subsidiary Guarantor agrees that, in the
event the DIP Facility is terminated pursuant to Section 9.2 and if such event shall occur
at a time when any of the Obligations of the Borrowers and each other Obligor may not then be due
and payable, such Subsidiary Guarantor will pay to the Administrative Agent for the account of the
Secured Parties forthwith the full amount which would be payable hereunder by such Borrower or
Obligor if all such Obligations were then due and payable.



     SECTION 12.8 Benefit to Subsidiary Guarantors. The Borrowers and the Subsidiary
Guarantors are engaged in related businesses and integrated to such an extent that the financial
strength and flexibility of the Borrowers has a direct impact on the success of each Subsidiary
Guarantor. Each Subsidiary Guarantor will derive substantial direct and indirect benefit from the
extensions of credit hereunder.



     SECTION 12.9 Subsidiary Guarantor Covenants. Each Subsidiary Guarantor shall take
such action as the Borrowers are required by this Agreement to cause such Subsidiary Guarantor to
take, and shall refrain from taking such action as the Borrowers are required by this Agreement to prohibit such Subsidiary
Guarantor from taking.



ARTICLE XIII




MISCELLANEOUS PROVISIONS




     SECTION 13.1 Waivers, Amendments, etc. The provisions of this Agreement and of each
other Loan Document may from time to time be amended, modified or waived, if such amendment,
modification or waiver is in writing and consented to by the Borrowers and the Required Lenders and
approved in a manner consistent with the MGCB Approval; provided, however, that no
such amendment, modification or waiver shall:




     (a) extend any Commitment Termination Date, change the definition of “Commitment
Termination Event” or modify this Section without the consent of all Lenders;



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     (b) increase the aggregate amount of any Lender’s then existing Commitment Amounts,
increase the aggregate amount of any Loans required to be made by a Lender pursuant to its
Commitments or reduce any fees described in Article III payable to any Lender
without the consent of such Lender;




     (c) extend the Stated Maturity Date for any Lender’s Loan, or reduce the principal
amount of or rate of interest on any Lender’s Loan, without the consent of such Lender;
provided, however, that any vote to rescind any acceleration made pursuant
to Section 9.2 of amounts owing with respect to the Loans and other Obligations
shall require the consent of all Lenders;




     (d) change the definition of “Required Lenders” or any requirement hereunder that any
particular action be taken by all Lenders without the consent of all Lenders;




     (e) increase the Stated Amount of any Letter of Credit unless consented to by the
Issuer;




     (f) discharge or subordinate the Liens of the Mortgage, the Contract Builders Mortgage
(unless a Permitted Asset Sale), the Realty Equity Mortgage (unless a Permitted Asset Sale)
or the TGCP Mortgage, or release any Borrower, Subsidiary Guarantor or other Obligor, or
release or subordinate any material portion of the other security interests granted pursuant
to the Loan Documents, in each case, without the consent of all Lenders;




     (g) affect adversely the interests, rights or obligations of the Administrative Agent,
or any Issuer, unless consented to by the Administrative Agent or such Issuer, as the case
may be;




     (h) waive any Default which is caused by the failure of Greektown Holdings or its
Subsidiaries to comply with item (ii) of clause (b) of Section 4.11
without the consent of each Lender which has a Letter of Credit Commitment and the Issuer;




     (i) change Section 4.8, without the consent of all Lenders;




     (j) change the definition of “Delayed Draw Term B-1 Loan Commitment Termination Date”
without the consent of all of the Delayed Draw Term B-1 Lenders;




     (k) change the definition of “Delayed Draw Term Loan Commitment Termination Date”
without the consent of all of the Delayed Draw Term A Lenders and the Delayed Draw Term A-1
Lenders; or




     (l) amend clause (b) of Section 3.1.1 or Section 3.1.2 without
the consent of each Lender thereby affected.


No failure or delay on the part of the Administrative Agent, the Issuer or any Lender in exercising
any power or right under this Agreement or any other Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right preclude any






143









 







other or further exercise thereof or the exercise of any other power or right. No notice to or demand on
the Borrowers in any case shall entitle them to any notice or demand in similar or other
circumstances. No waiver or approval by the Administrative Agent, any Issuer or any Lender under
this Agreement or any other Loan Document shall, except as may be otherwise stated in such waiver
or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall
require any similar or dissimilar waiver or approval thereafter to be granted hereunder.




     SECTION 13.2 Notices. All notices and other communications provided to any party
hereto under this Agreement or any other Loan Document shall be in writing and addressed, delivered
or transmitted to such party at its address or facsimile number set forth below its signature
hereto or set forth in the Lender Assignment Agreement or at such other address or facsimile number
as may be designated by such party in a notice to the other parties. All such notices and
communications shall be deemed to have been properly given if (x) hand delivered with receipt
acknowledged by the recipient; (y) if mailed, upon the fifth Business Day after the date on which
it is deposited in registered or certified mail, postage prepaid, return receipt requested or (z)
if by Federal Express or other nationally-recognized express courier service with instructions to
deliver on the following Business Day, on the next Business Day after delivery to such express
courier service. Notices and other communications may also be properly given by facsimile but
shall be deemed to be received upon automatic facsimile confirmation of receipt thereof by the
intended recipient machine therefor with the original of such notice or communication to be given
in the manner provided in the second sentence of this Section; provided, however,
that the failure to deliver a copy in accordance with the second sentence of this Section shall not
invalidate the effectiveness of such facsimile notice. A copy of each notice required to be given
hereunder shall be simultaneously delivered or transmitted to the MGCB by the Person giving such
notice. As of the Effective Date, the address of the MGCB to which each such notice shall be
delivered or transmitted is Michigan Gaming Control Board, Lottery Building, 101 East Hillsdale,
Lansing, Michigan 48833, Attention: Executive Director.



     SECTION 13.3 Payment of Costs and Expenses. The Borrowers agree to pay on demand all
reasonable expenses of the Administrative Agent and the Co-Managers (including the reasonable fees,
charges, disbursements and out-of-pocket expenses of its advisors (including Capstone) and one
counsel to the Administrative Agent and Lenders and of two (2) local counsel, if any, who may be
retained by counsel to the Administrative Agent and Lenders) in connection with




     (a) the negotiation, preparation, execution, delivery and administration of this
Agreement and of each other Loan Document, including schedules and exhibits, and any
amendments, waivers, consents, supplements or other modifications to this Agreement or any
other Loan Document as may from time to time hereafter be required, whether or not the
transactions contemplated hereby are consummated;




     (b) the syndication of the DIP Facility;




     (c) the filing, recording, refiling or rerecording of any Loan Document or any Uniform
Commercial Code financing statements relating thereto and all amendments, supplements,
amendments and restatements and other modifications to any thereof and



144









 






any and all other documents or instruments of further assurance required to be filed or recorded or refiled or
rerecorded by the terms hereof or the terms of any Loan Document;




     (d) the enforcement of this Agreement or any other Loan Document; and




     (e) the preparation and review of the form of any document or instrument relevant to
this Agreement or any other Loan Document;




     (f) the Administrative Agent’s active participation in the Bankruptcy Court
proceedings; and




     (g) the preparation of any information or response required with respect to any
investigative request or inquiry, approval, findings of suitability or any other response or
communication involving a Governmental Instrumentality arising out of this Agreement, any
other Operative Documents or any Obligation evidenced and secured by the Loan Documents or
the participation in any public or investigatory hearing or meeting.



     SECTION 13.4 Indemnification. In consideration of the execution and delivery of this
Agreement by each Lender and the extension of the Commitments, each Borrower hereby indemnifies,
exonerates and holds the Administrative Agent, the Co-Managers, the Issuer and each Lender and each
of their respective officers, directors, employees and agents (collectively, the “Indemnified
Parties”) free and harmless from and against any and all actions, causes of action, suits, losses,
costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of
whether any such Indemnified Party is a party to the action for which indemnification hereunder is
sought), including reasonable attorneys’ fees and disbursements, whether incurred in connection
with actions between or among the parties hereto or the parties hereto and third parties
(collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any of them
as a result of, or arising out of, or relating to




     (a) any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Credit Extension, or the use or the proposed use of
such proceeds, including all Indemnified Liabilities arising in connection with the
Transaction;




     (b) the entering into and performance of this Agreement and any other Loan Document by
any of the Indemnified Parties (including any action brought by or on behalf of
Greektown Holdings or any of its Subsidiaries as the result of any determination by the
Required Lenders pursuant to Article VI not to fund any Credit Extensions;
provided, however, that any such action is resolved in favor of such
Indemnified Party);




     (c) any investigation, litigation or proceeding related to any acquisition or proposed
acquisition by Greektown Holdings or any of its Subsidiaries of all or any portion of the
stock or assets of any Person, whether or not the Administrative Agent, the Issuer or any
Lender is party thereto;



145









 






     (d) any investigation, litigation or proceeding related to any environmental cleanup,
audit, compliance or other matter relating to the protection of the environment or the
Release by Greektown Holdings or any of its Subsidiaries;




     (e) the presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission, discharging or releases from, any Real Property owned or operated by Greektown
Holdings or any of its Subsidiaries of any Hazardous Substances (including any losses,
liabilities, damages, injuries, costs, expenses or claims asserted or arising under any
Environmental Law), regardless of whether caused by, or within the control of, Greektown
Holdings or any of its Subsidiaries;




     (f) each Lender’s Environmental Liability (the indemnification herein for any
Environmental Claim shall survive repayment of the Obligations and any transfer of the
property of Greektown Holdings or any of its Subsidiaries by foreclosure or by a deed in
lieu of foreclosure, regardless of whether caused by, or within the control of, Greektown
Holdings or any of its Subsidiaries); or




     (g) the liability of any of the Indemnified Parties with respect to the Development
Agreement;


except for, in each case, (x) any such Indemnified Liabilities not based on facts in existence on
the Effective Date or arising after the Petition Date, (y) any such Indemnified Liabilities arising
for the account of a particular Indemnified Party by reason of the relevant Indemnified Party’s bad
faith, gross negligence or willful misconduct and (z) any such Indemnified Liabilities arising from
actions, occurrences, or events that take place after conveyance of the portion of the Site, the
Surplus Parcels, the Trappers Alley Parcel and the Development Parcels by foreclosure or deed in
lieu of foreclosure. Each Borrower and its successors and assigns hereby waive, release and agree
not to make any claim or bring any cost recovery action against the Administrative Agent, the Issuer or
any Lender under CERCLA or any state equivalent, or any similar law now existing or hereafter
enacted. It is expressly understood and agreed that to the extent that any of the Indemnified
Parties is strictly liable under any Environmental Laws, each Borrower’s obligation to such Person
under this indemnity shall likewise be without regard to fault on the part of either Borrower with
respect to the violation or condition which results in liability of such Person. If and to the
extent that the foregoing undertaking may be unenforceable for any reason, each Borrower hereby
agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.



SECTION 13.5 Survival. The obligations of the Borrowers under Sections 4.3,
4.4, 4.5, 4.6, 13.3 and 13.4, and the obligations of the
Lenders under Section 10.1, shall, in each case, survive any assignment from one Lender to
another (in the case of Sections 13.3 and 13.4) and any termination of this
Agreement, the payment in full of all the Obligations and the termination of all the Commitments.
The representations and warranties made by the Borrowers and each other Obligor in this Agreement
and in each other Loan Document shall survive the execution and delivery of this Agreement and each
such other Loan Document.



SECTION 13.6 Severability. Any provision of this Agreement or any other Loan Document
which is prohibited or unenforceable in any jurisdiction shall, as to such provision and






146









 







such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or such Loan Document or affecting the
validity or enforceability of such provision in any other jurisdiction.




     SECTION 13.7 Headings. The various headings of this Agreement and of each other Loan
Document are inserted for convenience only and shall not affect the meaning or interpretation of
this Agreement or such other Loan Document or any provisions hereof or thereof.



     SECTION 13.8 Execution in Counterparts, Effectiveness, etc. This Agreement may be
executed by the parties hereto in several counterparts, each of which shall be an original and all
of which shall constitute together but one and the same agreement. This Agreement shall become
effective when counterparts hereof executed on behalf of the Borrowers, the Administrative Agent
and each Lender (or notice thereof satisfactory to the Administrative Agent) shall have been
received by the Administrative Agent and notice thereof shall have been given by the Administrative
Agent to the Borrowers and each Lender.



     SECTION 13.9 Governing Law; Entire Agreement. THIS AGREEMENT AND EACH OTHER LOAN
DOCUMENT (INCLUDING PROVISIONS WITH RESPECT TO INTEREST, LOAN CHARGES AND COMMITMENT FEES) SHALL
EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW
YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK), EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR
DEED OF TRUST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK. This Agreement, the
Orders, the other Loan Documents and the Fee Letters constitute the entire understanding among the
parties hereto with respect to the subject matter hereof and thereof and supersede any and all
prior agreements, written or oral, with respect thereto.



     SECTION 13.10 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns;
provided, however, that:




     (a) neither Borrower may assign or transfer its rights or obligations hereunder without
the prior written consent of the Administrative Agent and all Lenders; and




     (b) the rights of sale, assignment and transfer of the Lenders are subject to
Section 13.11.



     SECTION 13.11 Sale and Transfer of Loans; Participations in Loans. Each Lender may
assign, or sell participations in, its Loans, Letters of Credit and Commitments to one or more
other Persons in accordance with this Section 13.11.



     SECTION 13.11.1 Assignments. Subject to any required approval of the MGCB and the
terms and conditions of the Development Agreement and upon prior notice to the Administrative Agent
and consultation with Greektown Holdings (but only if no Default then



147









 




exists hereunder), any Lender with the consent of the Administrative Agent and the Issuer (provided, however,
that no such notice to the Administrative Agent or consultation with Greektown Holdings shall be
required with respect to any assignment or sale by MLCC; and further provided,
however, that (i) such consent shall not be unreasonably delayed or withheld by the
Administrative Agent or the Issuer if the assignee is exempt from the supplier licensing
requirements under applicable Michigan Gaming Laws and (ii) the consent of the Issuer shall only be
required with respect to assignments made by Revolving Lenders) may assign or sell all or any
fraction of such Lender’s total Loans, Letter of Credit Outstandings and Commitments to an Eligible
Assignee (each Person described in either of the foregoing clauses as being the Person to whom such
assignment and delegation is to be made, being hereinafter referred to as an “Assignee Lender”) in
a minimum aggregate amount of $1,000,000 with respect to the Loans (or, if less, the entire
remaining amount of such Lender’s Loans, Letter of Credit Outstandings and Commitments) or such
lesser amount agreed to by Greektown Holdings and the Administrative Agent, provided,
that such minimum aggregate amount shall not be applicable in the case of assignments by
such Lender to another Lender, any Approved Fund or its Affiliate. The Borrowers and each other
Obligor and the Administrative Agent shall be entitled to continue to deal solely and directly with
such Lender in connection with the interests so assigned and delegated to an Assignee Lender until





     (a) notice of such assignment and delegation, together with (i) payment instructions,
(ii) the Internal Revenue Service Forms or other statements contemplated or required to be
delivered pursuant to Section 4.6 and (iii) addresses and related information with
respect to such Assignee Lender (including, if required, information required by the MGCB),
shall have been delivered to Greektown Holdings, the Administrative Agent and the Issuer (in
the case of the Issuer, only with respect to Assignee Lenders which will be Revolving
Lenders after such assignment) by such Lender and such Assignee Lender;




     (b) such Assignee Lender shall have executed and delivered to the Borrowers, the
Administrative Agent and the Issuer (in the case of the Issuer, only with respect to
Assignee Lenders which will be Revolving Lenders after such assignment) a Lender Assignment
Agreement, accepted by the Administrative Agent and the Issuer (in the case of the Issuer,
only with respect to Assignee Lenders which will be Revolving Lenders after such
assignment);




     (c) the processing fees described below shall have been paid; and




     (d) the Lender Assignment Agreement has been registered in the Register in accordance
with Section 2.7.


From and after the date that the Administrative Agent (and the Issuer, as may be required under
this Section 13.11.1) accepts such Lender Assignment Agreement and records the information
therein in the Register, (x) the Assignee Lender thereunder shall be deemed automatically to have
become a party hereto and to the extent that rights and obligations hereunder have been assigned
and delegated to such Assignee Lender in connection with such Lender Assignment Agreement, shall
have the rights and obligations of a Lender hereunder and under the other Loan Documents, and (y)
the assignor Lender, to the extent that rights and obligations hereunder have





148









 







been assigned and delegated by it in connection with such Lender Assignment Agreement, shall be released from its
obligations hereunder and under the other Loan Documents. Within five (5) Business Days after its
receipt of notice that the Administrative Agent (and the Issuer, as may be required under this
Section 13.11.1) has received and accepted an executed Lender Assignment Agreement and
recorded such assignment in the Register in accordance with Section 2.7. Accrued interest
on that part of each assigned Loan and Commitment, and accrued fees, shall be paid as provided in
the Lender Assignment Agreement. Accrued interest and accrued fees shall be paid at the same time
or times provided in this Agreement. Such assignor Lender or such Assignee Lender must also pay a
processing fee in the amount of (i) $500 in the case of an assignment via an electronic settlement
system designated by the Administrative Agent or (ii) $3,500 in all other cases to the
Administrative Agent upon delivery of any Lender Assignment Agreement; provided,
however, that only one fee shall be payable for simultaneous multiple assignments made by a
Lender to or from its Affiliates; and further, provided, however, that no
such fee shall be due from the assignor Lender or the Assignee Lender with respect to any Lender
Assignment Agreement to which MLCC is a party or if the Administrative Agent, in its sole
discretion, elects to waive such fee. Any attempted assignment and delegation not made in accordance with this Section 13.11.1 shall be null
and void. Notwithstanding anything to the contrary set forth above, any Lender may (without
requesting the consent of the Borrowers or the Administrative Agent) pledge its Loans to a Federal
Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank, and any
Lender that is an investment fund that invests in bank loans may, without the consent of the
Administrative Agent or the Borrowers, pledge all or any portion of its interest and rights (but
may not delegate any of its duties or obligations hereunder or under any other Loan Document,
including its Commitment(s), if any) to any trustee or any other representative of holders of
obligations owed or securities issued by such investment fund as security for such obligations or
securities.




     SECTION 13.11.2 Participations. Subject to any required approval of the MGCB and the
terms and conditions of the Development Agreement and upon prior written notice to Greektown
Holdings and the Administrative Agent, any Lender may at any time sell to one or more commercial
banks or other Persons (other than an Obligor or an Affiliate of an Obligor) (each of such
commercial banks and other Persons being herein called a “Participant”) participating interests in
any of the Loans, Commitments, or other interests of such Lender hereunder; provided,
however, that




     (a) no participation contemplated in this Section shall relieve such Lender from its
Commitments or its other obligations hereunder or under any other Loan Document;




     (b) such Lender shall remain solely responsible for the performance of its Commitments
and such other obligations;




     (c) the Borrowers and each other Obligor and the Administrative Agent shall continue to
deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and each of the other Loan Documents;




     (d) no Participant, unless such Participant is an Affiliate of such Lender or an
Approved Fund or is itself a Lender, shall be entitled to require such Lender to take or



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refrain from taking any action hereunder or under any other Loan Document, except that such
Lender may agree with any Participant that such Lender will not, without such Participant’s
consent, take any actions of the type described in clauses (a), (b),
(f) or, to the extent requiring the consent of such Lender, clause (c) of
Section 13.1;




     (e) the Borrowers shall not be required to pay any amount under this Agreement that is
greater than the amount which it would have been required to pay had no participating
interest been sold;




     (f) each Participant shall provide promptly after request and in any event not later
than ten (10) Business Days after such request (or shorter period of time if required by the
MGCB) all information required by the MGCB; and




     (g) no sale of any participation interest shall be effective until such sale has been
recorded in the Register in accordance with Section 2.7.


Each Borrower acknowledges and agrees that each Participant, for purposes of Sections 4.3,
4.4, 4.5, 4.6, 4.8 or 4.9 shall be considered a Lender.
Each Participant shall only be indemnified for increased costs pursuant to Section 4.3,
4.4, 4.5 or 4.6 if and to the extent that the Lender which sold such
participating interest to such Participant concurrently is entitled to make, and does make, a claim
on the Borrowers for such increased costs. Any Lender that sells a participating interest in any
Loan, Commitment or other interest to a Participant under this Section 13.11.2 shall
indemnify and hold harmless the Borrowers and the Administrative Agent from and against any Taxes,
penalties, interest or other costs or losses (including reasonable attorneys’ fees and expenses)
incurred or payable by the Borrowers or the Administrative Agent as a result of the failure of
either Borrower or the Administrative Agent to comply with its obligations to deduct or withhold
any Taxes from any payments made pursuant to this Agreement to such Lender or the Administrative
Agent, as the case may be, which Taxes would not have been incurred or payable if such Participant
had been a Lender organized under the laws of a jurisdiction other than the United States that was
entitled to deliver to the Borrowers, the Administrative Agent or such Lender, and did in fact so
deliver, a duly completed and valid Form W-8BEN, Form W-8ECI or Form W-9 (or applicable successor form)
entitling such Participant to receive payments under this Agreement without deduction or
withholding of any United States federal taxes.




     SECTION 13.12 Other Transactions. Nothing contained herein shall preclude the
Administrative Agent, the Issuer or any other Lender from engaging in any transaction, in addition
to those contemplated by this Agreement or any other Loan Document, with Greektown Holdings or any
of its Affiliates in which either Greektown Holdings or such Affiliate is not restricted hereby
from engaging with any other Person.



     SECTION 13.13 Execution by Authorized Representative. Any signature by any Authorized
Representative on this Agreement, any Loan Document and any other instrument and certificate
executed or to be executed pursuant to or in connection with this Agreement or such other Loan
Documents is provided only in such Authorized Representative’s capacity as an officer or member of
the Person in question, and not in any way in such Authorized Representative’s personal capacity.



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     SECTION 13.14 Waiver of Jury Trial. THE ADMINISTRATIVE AGENT, THE LENDERS, THE
ISSUER, EACH BORROWER AND EACH SUBSIDIARY GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR
WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUER, THE BORROWERS OR THE
SUBSIDIARY GUARANTORS IN CONNECTION HEREWITH OR THEREWITH. EACH BORROWER AND EACH SUBSIDIARY
GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, THE LENDERS AND EACH ISSUER
ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.



     SECTION 13.15 Maximum Rate of Interest. Nothing contained in this Agreement or in any
other Loan Documents shall be construed to permit the Lenders to charge or receive at any time
interest, fees or other charges in excess of the amounts which the Lenders are legally entitled to
charge and receive under any law to which such interest, fees or charges are subject. In no
contingency or event whatsoever shall the compensation payable to the Lenders by any Person,
howsoever characterized or computed, hereunder or under any of the other Loan Documents, exceed the
highest rate permissible under any law to which such compensation is subject. There is no
intention that the Lenders shall contract for, charge or receive compensation in excess of the
highest lawful rate, and, in the event it should be determined that the Lenders have contracted for
any rate of interest in excess of the highest lawful rate, then ipso facto such rate shall be
reduced to the highest lawful rate so that no amounts shall be charged or received which are in
excess thereof, and, in the event it should be determined that any excess over such highest lawful
rate has been charged or received, the Lenders shall promptly refund such excess to the Person
entitled thereto; provided, however, that, if lawful, any such excess shall be paid
by the Borrowers to the Lenders as additional interest (accruing at a rate equal to the maximum
legal rate minus the rate provided for hereunder) during any subsequent period when regular
interest is accruing hereunder at less than the maximum legal rate.



     SECTION 13.16 Time of Essence. Time is of the essence as to all times and dates set
forth in or applicable to this Agreement with respect to all payments to be made by or on behalf of
the Borrowers hereunder; provided, however, that whenever any payment to be made
under the Loan Documents shall be stated to be due on a day other than a Business Day, such payment
may be made on the next succeeding Business Day and such extension of time shall in such case be
included in the computation of interest payable hereunder.



     SECTION 13.17 Consent or Approval of the Administrative Agent and the Lenders.




     (a) Any request by the Borrowers for consent or approval by the Administrative Agent
and/or the Lenders under this Agreement or any of the other Operative Documents shall be
given in writing in accordance with Section 13.2. Except



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where a specific time period for response is otherwise provided in this Agreement, the Administrative Agent shall have five
(5) Business Days and the Lenders shall have fifteen (15) Business Days to grant or deny any
such request. If the Administrative Agent fails to respond to any such request in writing
within such five (5) Business Day period or the Lenders fail to respond to any such request
in writing within such fifteen (15) Business Day period, the Borrowers’ request shall be
deemed disapproved.




     (b) No Claims may be made by the Borrowers or any other Person against the
Administrative Agent, the Lenders, any Affiliate of the foregoing, or the officers,
directors, employees, attorneys, consultants or agents of any of them for consequential or
punitive damages in respect of any Claim for breach of contract or any other theory of
liability arising out of or related to the transactions contemplated by this Agreement or by
the other Operative Documents, or an act, omission, or event occurring in connection
therewith; and each Borrower, for itself and for all Persons claiming by, through and under
it, waives, releases, and agrees not to sue upon any Claim for any such damages, whether or
not accrued and whether or not known or suspected to exist in its favor.



     SECTION 13.18 No Third Party Beneficiary. All conditions of the obligations of the
Lenders to make Loans hereunder are imposed solely and exclusively for the benefit of the Lenders,
and no Person (x) shall have standing to require satisfaction of such conditions or be entitled to
assume that the Lenders will refuse to make Loans in the absence of strict compliance with any or
all of such conditions or (y) shall, under any circumstances, be deemed to be a beneficiary under
this Agreement or of such conditions, any or all of which may be waived in whole or in part by the
Administrative Agent or the Lenders at any time if they, in their sole discretion, deem it
advisable to do so. The waiver by the Lenders at any time of any of such conditions shall be
deemed to be made pursuant to, and not in modification of, this Agreement.



     SECTION 13.19 Cumulative Remedies. No right or remedy conferred upon the
Administrative Agent or the Lenders in this Agreement is intended to be exclusive of any other
right or remedy contained in the other Loan Documents or at law and equity and every such right and
remedy shall be cumulative and shall be in addition to every other right or remedy contained in the
other Loan Documents and as now or hereafter available to the Lenders at law or in equity, by
statute or otherwise.



     SECTION 13.20 Estoppel Certificates. Each Borrower and its Subsidiaries shall,
execute and deliver, or cause to be executed and delivered, to the Administrative Agent all
instruments and certificates as the Administrative Agent may reasonably request (including estoppel
certificates certifying that the Loans and each of the Loan Documents are in full force and effect
and that there are no defenses or offsets, claims or counterclaims with respect thereto or if there
are, stating the nature of such defenses, offsets, claims or counterclaims) to effect, confirm or
assure the rights, remedies and Liens intended to be granted to the Lenders under the Loan
Documents.



     SECTION 13.21 Joint and Several Liability of Borrowers and the Subsidiary Guarantors.



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     (a) Each Borrower and each Subsidiary Guarantor is accepting joint and several
liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Administrative Agent and the Lenders under this
Agreement, for the mutual benefit, directly and indirectly, of each Borrower and each
Subsidiary Guarantor and in consideration of the undertakings of the other Borrowers and
Subsidiary Guarantors to accept joint and several liability for the Obligations.




     (b) Each Borrower and each Subsidiary Guarantor, jointly and severally, hereby
irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrowers and Subsidiary Guarantors, with respect
to the payment and performance of all of the Obligations (including, without limitation, any
Obligations arising under this Section 13.21), it being the intention of the parties
hereto that all the Obligations shall be the joint and several obligations of each Borrower
and each Subsidiary Guarantor without preferences or distinction between them.




     (c) If and to the extent that either Borrower or any Subsidiary Guarantor shall fail to
make any payment with respect to any of the Obligations as and when due, or to perform any
of the Obligations in accordance with the terms thereof, then in each such event the other
Borrowers and Subsidiary Guarantors will make such payment with respect to, or perform, such
Obligation.




     (d) The Obligations of each Borrower and each Subsidiary Guarantor under the provisions
of this Section 13.21 constitute the absolute and unconditional, full recourse
Obligations of each Borrower and each Subsidiary Guarantor enforceable against each such
Borrower and Subsidiary Guarantor to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of this Agreement or any other
circumstances whatsoever.




     (e) Except as otherwise expressly provided in this Agreement, each Borrower and each
Subsidiary Guarantor hereby waives notice of acceptance of its joint and several liability,
notice of any borrowings issued under or pursuant to this Agreement, notice of the
occurrence of any Default, or of any demand for any payment under this Agreement, notice of
any action at any time taken or omitted by the Administrative Agent or the Lenders under or
in respect of any of the Obligations, any requirement of diligence or to mitigate damages
and, generally, to the extent permitted by applicable laws, all demands, notices and other
formalities of every kind in connection with this Agreement (except as otherwise provided in
this Agreement). Each Borrower and each Subsidiary Guarantor hereby assents to, and waives
notice of, any extension or postponement of the time for the payment of any of the
Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any
partial payment thereon, any waiver, consent or other action or acquiescence by the
Administrative Agent or the Lenders at any time or times in respect of any default by either
Borrower or any Subsidiary Guarantor in the performance or satisfaction of any term,
covenant, condition or provision of this Agreement, any and all other indulgences whatsoever
by the Administrative Agent or the Lenders in respect of any of the Obligations, and the
taking, addition, substitution or release, in whole or in



153









 






part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in
part, of either Borrower or any Subsidiary Guarantor. Without limiting the generality of
the foregoing, each Borrower and each Subsidiary Guarantor assents to any other action or
delay in acting or failure to act on the part of any Administrative Agent or Lender with
respect to the failure by either Borrower or any Subsidiary Guarantor to comply with any of
its respective Obligations, including, without limitation, any failure strictly or
diligently to assert any right or to pursue any remedy or to comply fully with applicable
laws or regulations thereunder, which might, but for the provisions of this Section
13.21, afford grounds for terminating, discharging or relieving either Borrower or any
Subsidiary Guarantor, in whole or in part, from any of its Obligations under this
Section 13.21, it being the intention of each Borrower and each Subsidiary Guarantor
that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of
such Borrower or Subsidiary Guarantor under this Section 13.21 shall not be
discharged except by performance and then only to the extent of such performance. The
Obligations of each Borrower and each Subsidiary Guarantor under this Section 13.21
shall not be diminished or rendered unenforceable by any winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with respect to either
Borrower, any Subsidiary Guarantor or the Administrative Agent or any Lender. The joint and
several liability of the Persons composing Borrowers and Subsidiary Guarantors hereunder
shall continue in full force and effect notwithstanding any absorption, merger, amalgamation
or any other change whatsoever in the name, constitution or place of formation of any of the
Persons composing Borrowers, Subsidiary Guarantor or the Administrative Agent or any Lender.




     (f) Each Borrower and each Subsidiary Guarantor represents and warrants to the
Administrative Agent and the Lenders that such Borrower and Subsidiary Guarantor is
currently informed of the financial condition of the other Borrowers and the other
Subsidiary Guarantors and of all other circumstances which a diligent inquiry would reveal
and which bear upon the risk of nonpayment of the Obligations. Each Borrower and each
Subsidiary Guarantor further represents and warrants to the Administrative Agent and the
Lenders that such Borrower or Subsidiary Guarantor has read and understands the terms and
conditions of the Loan Documents. Each Borrower and each Subsidiary Guarantor hereby
covenants that such Borrower or Subsidiary Guarantor will continue to keep informed of the
Borrowers’ and the Subsidiary Guarantors’ financial condition, the financial condition of
other guarantors, if any, and of all other circumstances which bear upon the risk of
nonpayment or nonperformance of the Obligations.



     (g) The provisions of this Section 13.21 are made for the benefit of the
Administrative Agent, the Lenders and their respective successors and assigns, and may be
enforced by it or them from time to time against either or both of the Borrowers and any of
the Subsidiary Guarantor as often as occasion therefor may arise and without requirement on
the part of the Administrative Agent, any Lender, successor or assign first to marshal any
of its or their claims or to exercise any of its or their rights against any of the other
Borrower or the other Subsidiary Guarantors or to exhaust any remedies available to it or
them against the other Borrower or the other Subsidiary Guarantors to resort to any other
source or means of obtaining payment of any of the Obligations



154









 






hereunder or to elect any other remedy. The provisions of this Section 13.21 shall remain in effect until all
of the Obligations shall have been paid in full. If at any time, any payment, or any part
thereof, made in respect of any of the Obligations, is rescinded or must otherwise be
restored or returned by the Administrative Agent or any Lender upon the insolvency,
bankruptcy or reorganization of either Borrower, any Subsidiary Guarantor, or otherwise, the
provisions of this Section 13.21 will forthwith be reinstated in effect, as though
such payment had not been made.




     (h) Each Borrower and each Subsidiary Guarantor hereby agrees that it will not enforce
any of its rights of contribution or subrogation against the other Borrower or any other
Subsidiary Guarantor with respect to any liability incurred by it hereunder or under any of
the other Loan Documents, any payments made by it to the Administrative Agent or the Lenders
with respect to any of the Obligations or any collateral security therefor until such time
as all of the Obligations have been paid in full in cash. Any claim which either Borrower
or any Subsidiary Guarantor may have against the other Borrower or any other Subsidiary
Guarantor with respect to any payments to the Administrative Agent or the Lenders hereunder
or under any other Loan Documents are hereby expressly made subordinate and junior in right
of payment, without limitation as to any increases in the Obligations arising hereunder or
thereunder, to the prior payment in full in cash of the Obligations and, in the event of any
insolvency, bankruptcy, receivership, liquidation, reorganization or other similar
proceeding under the laws of any jurisdiction relating to either Borrower or any Subsidiary
Guarantor, their debts or their assets, whether voluntary or involuntary, all such
Obligations shall be paid in full in cash before any payment or distribution of any
character, whether in cash, securities or other property, shall be made to the other
Borrower or the Subsidiary Guarantors therefor.




     (i) Each Borrower and each Subsidiary Guarantor hereby agrees that the payment of any
amounts due with respect to the Indebtedness owing by either Borrower or any Subsidiary
Guarantor to the other Borrower or the Subsidiary Guarantors are hereby subordinated to the
prior payment in full in cash of the Obligations. Each Borrower and each Subsidiary
Guarantor hereby agrees that it will not demand, sue for or otherwise attempt to collect any
indebtedness of the other Borrower or the Subsidiary Guarantors owing to such Borrower or to
any such Subsidiary Guarantor until the Obligations shall have been paid in full in cash.
If, notwithstanding the foregoing sentence, such Borrower or Subsidiary Guarantor shall
collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall
be collected, enforced and received by such Borrower or Subsidiary Guarantor as trustee for
the Administrative Agent, and the Administrative Agent shall deliver any such amounts to the
Lenders for application to the Obligations in accordance with Section 3.1.2.



     SECTION 13.22 USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Borrowers and each Subsidiary Guarantor
that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and
record information that identifies the Borrowers and each Subsidiary Guarantor, which information
includes the name and address of the Borrowers and each Subsidiary Guarantor and other information
that will allow such Lender or the Administrative



155









 






Agent, as applicable, to identify the Borrowers and each Subsidiary Guarantor in accordance with the USA PATRIOT Act.



[No further text]





156









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the day and year first above written.



	 	 	 	 	 	 	 	 	 
	BORROWERS:	 	GREEKTOWN HOLDINGS, L.L.C., as a debtor and debtor-in-possession	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clifford Vallier	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Clifford Vallier	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	GREEKTOWN HOLDINGS II, INC., as a debtor and debtor-in-possession	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clifford Vallier	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Clifford Vallier	 	 
	 

	 	 	 	Title:
	 	Secretary and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for
Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	555 E. Lafayette Street	 	 
	 	 	Detroit, Michigan 48226	 	 
	 	 	Facsimile:	 	(313) 961-3007	 	 
	 	 	Attention:	 	Cliff Vallier, Chief Executive Officer and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	with a copy to:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Sault Ste. Marie Tribe of Chippewa Indians	 	 
	 	 	523 Ashmun Street	 	 
	 	 	Sault Ste. Marie, Michigan 49783	 	 
	 	 	Facsimile:	 	(906) 635-4969	 	 
	 	 	Attention:	 	Darwin McCoy, Tribal Chairman	 	 
	 

	 	 	 	 	 	James Bias, Tribal Counsel	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	and:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Frost Brown Todd LLC	 	 
	 	 	2200 PNC Center	 	 
	 	 	201 East Fifth Street	 	 
	 	 	Cincinnati, Ohio 45202	 	 
	 	 	Facsimile:	 	(513) 651-6981	 	 
	 	 	Attention:	 	Ronald E. Gold, Esq.	 	 






S-1









 






	 	 	 	 	 	 	 	 	 
	SUBSIDIARY GUARANTORS:	 	GREEKTOWN CASINO, L.L.C., as a debtor and debtor-in-possession	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clifford Vallier	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Clifford Vallier	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer, Assistant	 	 
	 

	 	 	 	 	 	General Manager and Senior V.P. of Finance	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	TRAPPERS GC PARTNER, L.L.C., as a debtor and debtor-in-possession	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clifford Vallier	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Clifford Vallier	 	 
	 

	 	 	 	Title:
	 	Secretary and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	CONTRACT BUILDERS CORPORATION, as a debtor and debtor-in-possession	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clifford Vallier	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Clifford Vallier	 	 
	 

	 	 	 	Title:
	 	Secretary and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	REALTY EQUITY COMPANY, INC., as a debtor and debtor-in-possession	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Clifford Vallier	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Clifford Vallier	 	 
	 

	 	 	 	Title:
	 	Secretary and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for
Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	555 E. Lafayette Street	 	 
	 	 	Detroit, Michigan 48226	 	 
	 	 	Facsimile:	 	(313) 961-3007	 	 






S-2









 






	 	 	 	 	 	 	 	 	 
	 	 	Attention:	 	Cliff Vallier, Chief Executive Officer and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	with a copy to:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Sault Ste. Marie Tribe of Chippewa Indians	 	 
	 	 	523 Ashmun Street	 	 
	 	 	Sault Ste. Marie, Michigan 49783	 	 
	 	 	Facsimile:	 	(906) 635-4969	 	 
	 	 	Attention:	 	Darwin McCoy, Tribal Chairman	 	 
	 

	 	 	 	 	 	James Bias, Tribal Counsel	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	and:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Frost Brown Todd LLC	 	 
	 	 	2200 PNC Center	 	 
	 	 	201 East Fifth Street	 	 
	 	 	Cincinnati, Ohio 45202	 	 
	 	 	Facsimile:	 	(513) 651-6981	 	 
	 	 	Attention:	 	Ronald E. Gold, Esq.	 	 






S-3









 






	 	 	 	 	 	 	 	 	 
	LENDERS:	 	MERRILL LYNCH CAPITAL CORPORATION, as the Administrative Agent and as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Michael E. O’Brien	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Michael E. O’Brien	 	 
	 

	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for
Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Merrill Lynch Capital Corporation	 	 
	 	 	4 World Financial Center	 	 
	 	 	New York, New York 10080	 	 
	 	 	Facsimile:	 	(212) 449-4877	 	 
	 	 	Attention:	 	Michael E. O’Brien	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	with a copy to:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Mayer Brown LLP	 	 
	 	 	1675 Broadway	 	 
	 	 	New York, New York 10019	 	 
	 	 	Facsimile:	 	(212) 849-5665	 	 
	 	 	Attention:	 	Douglas L. Wisner, Esq.	 	 






	 	 	 	 	 
	Revolving Loan Commitment Amount
	 	$	3,000,000	 
	Percentage of Revolving Loan Commitment Amount:
	 	 	20.00	%
	Delayed Draw Term Loan Commitment Amount:
	 	$	47,000,000	 
	Percentage of Delayed Draw Term Loan Commitment Amount:
	 	 	34.82	%






S-4









 





	 	 	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as the Issuer	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Reginald T. Dawson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Reginald T. Dawson	 	 
	 

	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for
Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Wachovia Bank, National Association	 	 
	 	 	c/o Wachovia Securities	 	 
	 	 	171 17th Street NW	 	 
	 	 	Mail Code GA4523	 	 
	 	 	Atlanta, Georgia 30363	 	 
	 	 	Facsimile:	 	(404) 214-3751	 	 
	 	 	Attention:	 	Reginald T. Dawson	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	with a copy to:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Wachovia Bank, National Association	 	 
	 	 	c/o Wachovia Corporation Legal Division	 	 
	 	 	301 South College Street	 	 
	 	 	One Wachovia Center, NC 0630	 	 
	 	 	Charlotte, North Carolina 28288-0630	 	 
	 	 	Facsimile:	 	(704) 383-1383	 	 






	 	 	 	 	 
	Revolving Loan Commitment Amount
	 	$	3,000,000	 
	Percentage of Revolving Loan Commitment Amount:
	 	 	20.00	%
	Delayed Draw Term Loan Commitment Amount:
	 	$	47,000,000	 
	Percentage of Delayed Draw Term Loan Commitment Amount:
	 	 	34.82	%






S-5









 






	 	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO FOOTHILL, INC., as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Jeff Nikora	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Jeff Nikora	 	 
	 

	 	 	 	Title:
	 	EVP	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for
Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Wells Fargo Foothill, Inc.	 	 
	 	 	2450 Colorado Avenue	 	 
	 	 	Suite 3000 West	 	 
	 	 	Santa Monica, California 90404	 	 
	 	 	Facsimile:	 	(310) 453-7470	 	 
	 	 	Attention:	 	R. Michael Bohannon	 	 






	 	 	 	 	 
	Revolving Loan Commitment Amount
	 	$	8,000,000	 
	Percentage of Revolving Loan Commitment Amount:
	 	 	53.33	%
	Delayed Draw Term Loan Commitment Amount:
	 	$	37,000,000	 
	Percentage of Delayed Draw Term Loan Commitment Amount:
	 	 	27.40	%






S-6









 






	 	 	 	 	 	 	 	 	 
	 	 	NATIONAL CITY BANK, as a Lender	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Russel H. Liebetrau, Jr.	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Russel H. Liebetrau, Jr.	 	 
	 

	 	 	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address for
Notices:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	National City Bank	 	 
	 	 	755 W. Big Beaver Road	 	 
	 	 	Suite 2400	 	 
	 	 	Troy, Michigan	 	 
	 	 	Facsimile:	 	(248) 729-8812	 	 
	 	 	Attention:	 	Russel H. Liebetrau, Jr.	 	 






	 	 	 	 	 
	Revolving Loan Commitment Amount
	 	$	1,000,000	 
	Percentage of Revolving Loan Commitment Amount:
	 	 	6.67	%
	Delayed Draw Term Loan Commitment Amount:
	 	$	4,000,000	 
	Percentage of Delayed Draw Term Loan Commitment Amount:
	 	 	2.96	%







S-7