Exhibit 10.16


MANAGEMENT AGREEMENT


          This
MANAGEMENT AGREEMENT (this “Agreement”)
is made and entered into as of ______________________, 2010 (the “Execution Date”), by and between
GREEKTOWN SUPERHOLDINGS, INC., a Delaware corporation (the “Owner”) and WG-MICHIGAN, LLC, a Nevada
limited liability company (“Manager”).
The Owner and the Manager are sometimes referred to singly herein as a “Party” and collectively herein as
the “Parties”. 


Recitals


          A.
Greektown Casino L.L.C., a Michigan limited liability company (“Casino LLC”) owns the Greektown
Casino-Hotel, a mixed-use hotel and casino with dining, retail and
entertainment located at 555 E. Lafayette Blvd., Detroit, MI 48226 (the “Facility”). Owner indirectly owns
one-hundred percent (100%) of, and controls the management of, Casino LLC.


          B. The
Facility is one of the three commercial casinos authorized under the Michigan
Gaming Control and Revenue Act of 1997, MCL 432.201 et. seq. (as such act may be amended and in effect from time
to time, the “Gaming Act”),
and as such, is subject to licensure and regulation by the Michigan Gaming
Control Board (such agency, together with any successor agency thereto, the “MGCB.”) 


          C. The
Owner wishes to grant the Manager the exclusive right and obligation to manage
and operate the Facility, and the Manager desires to perform these functions,
all in accordance with the terms and provisions of this Agreement. 


Agreement


          In
consideration of the foregoing premises and the mutual covenants and conditions
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:



Article 1


Definitions; Construction


          1.1 Definitions. As they are used in
this Agreement, the terms listed below shall have the meaning assigned to them
as follows: 


          “Affiliate”
means, with respect to any Person, each Person that directly or indirectly,
controls or is controlled by or is under common control with such Person. For
the purposes of this definition, “control” (including, with correlative
meanings, the terms “controlled by” and “under common control with”), as used
with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities or by contract
or 





otherwise. Notwithstanding the foregoing, no Person controlling or
controlled by any indirect beneficial owner of equity interests in the Owner
shall be considered an Affiliate of the Owner.


          “Agreement”
has the meaning set forth for such term in the first paragraph hereof. 


          “Bank
Accounts” means those accounts described in Section 3.9.1. 


          “Base
EBITDA” means EBITDA of the Facility for the period of twelve (12)
consecutive complete calendar months immediately preceding the Term
Commencement Date; provided that the Base EBITDA (including any quarterly
periods within such twelve (12) month period necessary for calculations
hereunder) shall be adjusted to give effect to the tax rollback of the Casino
Wagering Tax recently awarded to Casino LLC as if it occurred on the first day
of such twelve (12) month period. 


          “Base Management
Fee” has the meaning set forth for such term in Section 5.1.1. 


          “Business
Activity” has the meaning set forth for such term in Section 2.6. 


          “Business
Day” means a day that commercial banks in Detroit, Michigan are open for business
to the general public for full banking hours. 


          “Capital
Budget” has the meaning set forth for such term in Section 3.6. 


          “Capital
Replacement(s)” means any alteration or rebuilding or renovation of the
Facility, and any replacement of Furnishings and Equipment, the cost of which
is capitalized and depreciated, rather than being expensed, applying GAAP. 


          “Casino
LLC” has the meaning set forth for such term in Recital A. 


          “Casino
Wagering Tax” means the tax enacted pursuant to MCL 432.212, payable to the
State and the City of Detroit and imposed upon casinos’ net win, as such tax is
in effect from time to time. 


          “Chief
Operating Officer” means the person employed by the Manager to direct the
day-to-day operations of the Facility. 


          “Confidential
Information” has the meaning set forth for such term in Section 6.5.1.



          “Control
Agreements” means all documents governing Facility Indebtedness and any
other development agreement with local governmental authorities, any ground
leases, space leases, license agreements, licenses (including any license or
trademark agreements governing the use of the intellectual property of others
at the Facility), equipment leases, service contracts, maintenance agreements,
construction contracts, utility contracts, insurance policies, any covenants,
restrictions, easements and similar instruments affecting the Facility or any
part thereof, and any other material agreements with other third parties or
governmental entities affecting the Facility or any part thereof. 


2





          “Department”
means those general divisional categories shown in the Operating Budget and
Annual Plan (e.g. food department), but shall not mean or refer to the
subcategories (e.g. uniforms) appearing in each such divisional category. 


          “Depository
Account” means a bank account described in Section 3.9.2. 


          “Depreciation,
Depletion and Amortization Expense” means, for any period, the total amount
of depreciation, depletion and amortization expense (exclusive of the
amortization of the principal amount of any indebtedness) and other similar
non-cash operating charges for such period. 


          “Disbursement
Account” means the bank account described in Section 3.9.3. 


          “Discloser”
has the meaning set forth for such term in Section 6.5.1. 


          “EBITDA”
means, with respect to any period, Net Income plus the sum of (i) the aggregate
amount of Interest Expense for such period, (ii) the aggregate amount of income
taxes for such period, (iii) the Incentive Management Fee, (iv) Depreciation,
Depletion and Amortization Expense for such period, (v) all amounts (to the
extent not already included in (iv) above) attributable to other (a) non-cash
operating charges and (b) non-cash non-operating charges for such period, and
(vi) all extraordinary charges for such period (including, without limitation,
restructuring charges) minus, without duplication, all extraordinary gains for
such period, all calculated in accordance with GAAP. 


          “Elective
Termination Fee” means, as of the date such payment is made to Manager, an
amount equal to the Management Fee accruing to Manager for the twelve complete
calendar months immediately preceding such time (the “ETF Reference Period”); provided, however, that if, as
of the time such payment is made, there are less than twelve (12) calendar
months remaining during the Term: (i) then such amount will be pro-rated by a
factor, the numerator of which is the number of calendar days remaining during
the Term, and the denominator of which is three-hundred-sixty (360), and (ii)
the amount of any Transition Per Diem paid pursuant to Article 8 shall
be credited against the Elective Termination Fee, except with respect to any
transition services performed by Manager from and after the date that the Term
would have expired without early termination thereof. To the extent any portion
of the ETF Reference Period has not been covered by a Reconciliation Amount,
then, with respect to such portion of the ETF Reference Period, the part of the
Elective Termination Fee based on the Incentive Management Fee will be based on
the Estimated Quarterly Incentive Management Fees during such portion of the
ETF Reference Period, and shall be subject to subsequent reconciliation in the
manner provided for in Section 5.1.1.3. 


          “Emergency
Condition” has the meaning set forth for such term in Section 3.7. 


          “Estimated
Quarterly Incentive Management Fee” means: 


	
  

 	
  

 
	
  

 	
           (i) with respect to the first Term Quarter
 of each Term Year, an amount equal to (i) two-tenths (0.2) multiplied by (ii)
 the amount equal to (a) EBITDA for such period, minus (b) (1) ninety-five
 hundredths (0.95) multiplied by (2) Trailing Period EBITDA for such period;
 provided, however, that if the foregoing calculation yields a value of zero
 or 

 



3









	
  

 	
  

 
	
  

 	
 less, then the Estimated Quarterly Incentive Management Fee for such
 Term Quarter will be zero (0);

 
	
  

 	
  

 
	
  

 	
           (ii) with
 respect to second Term Quarter of each Term Year, an amount equal to the
 excess of (x) (i) two-tenths (0.2) multiplied by (ii) the amount equal to (a)
 EBITDA for the first six months of such Term Year, minus (b) (1) ninety-five
 hundredths (0.95) multiplied by (2) Trailing Period EBITDA for such period
 over (y) any amount paid with respect to such Term Year pursuant to clause
 (i) above; provided, however, that if the foregoing calculation yields a
 value of zero or less, then the Estimated Quarterly Incentive Management Fee
 for such Term Quarter will be zero (0); 

 
	
  

 	
  

 
	
  

 	
           (iii) with respect to third Term Quarter
 of each Term Year, an amount equal to the excess of (x) (i) two-tenths (0.2)
 multiplied by (ii) the amount equal to (a) EBITDA for the first nine months
 of such Term Year, minus (b) (1) ninety-five hundredths (0.95) multiplied by
 (2) Trailing Period EBITDA for such period over (y) any amount paid with
 respect to such Term Year pursuant to clauses (i) and (ii) above; provided,
 however, that if the foregoing calculation yields a value of zero or less, then
 the Estimated Quarterly Incentive Management Fee for such Term Quarter will
 be zero (0); and

 
	
  

 	
  

 
	
  

 	
           (iv) with respect to the fourth Term
 Quarter of each Term Year, an amount equal to the excess of (x) (i)
 two-tenths (0.2) multiplied by (ii) the amount equal to (a) EBITDA for such
 Term Year, minus (b) (1) ninety-five hundredths (0.95) multiplied by (2) the
 aggregate Trailing Period EBITDA for such period over (y) the aggregate
 amount paid with respect to such Term Year pursuant to clauses (i) to (iii)
 above; provided, however, that if the foregoing calculation yields a value of
 zero or less, then the Estimated Quarterly Incentive Management Fee for such
 Term Quarter will be zero (0).

 


          “Execution
Date” has the meaning set forth for such term in the first paragraph of
this Agreement. 


          “Exempt
Personnel” means the personnel described on Schedule B hereto, which
personnel are not Facility Employees and therefore not subject to provisions of
this Agreement applicable to Facility Employees. 


          “Facility”
has the meaning set forth for such term in Recital A. 


          “Facility
Employee” means any employee who is assigned to work at the Facility except
for Exempt Personnel. 


          “Facility
Employee Policies” has the meaning set forth for such term in Section
3.4.2. 


          “Facility
Indebtedness” means indebtedness of the Owner under (i) the Series A 13%
Senior Secured Notes due 2015, (ii) the Series B 13% Senior Secured Notes due
2015, (iii) the Credit Agreement, dated as of June __, 2010, by and between the
Owner and Comerica Bank, and (iv) any indebtedness for borrowed money incurred
by the Owner or its subsidiaries after the date of this Agreement. 


4





          “Fiscal
Year” means a fiscal year of the Owner, which, as of the Execution Date,
coincides with a calendar year. 


          “Furnishings
and Equipment” means all furniture, furnishings and equipment required for
the operation of the Facility in accordance with the standards set forth in
this Agreement, including, without limitation: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 cashier, money sorting and money counting equipment, surveillance and
 communication equipment, and security equipment; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Gaming Equipment; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 office furnishings and equipment;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iv)

 	
 specialized equipment necessary for the operation of any portion of
 the Facility for accessory purposes, including equipment for kitchens,
 laundries, dry cleaning, cocktail lounges, restaurants, public rooms,
 commercial and parking spaces, and recreational facilities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (v)

 	
 all other furnishings, equipment, and other personal property used in
 the operation of the Facility; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (vi)

 	
 all other furnishings and equipment hereafter located and installed
 in or about the Facility which are used in the operation of the Facility in
 accordance with the standards set forth in this Agreement.

 


          “GAAP”
means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board, in each case which are in effect from time to time.



          “Gaming”
has the meaning set forth for such term in the Gaming Act. 


          “Gaming
Act” has the meaning set forth for such term in Recital B. 


          “Gaming
Equipment” means equipment permitted under the Gaming Act for Gaming,
including without limitation slot machines, video games of chance, table games,
and keno equipment. 


          “Gaming
Operations” means any and all Gaming operated by Manager in accordance with
the terms of this Agreement within the Facility. 


          “Governmental
Authority” means, as to any Person, any federal, state, local, or other
governmental, regulatory or administrative agency, court, commission,
department, board, or other governmental subdivision, legislature, rulemaking
board, tribunal, or other governmental authority having jurisdiction over such
Person or its property or operations. 


5





          “House
Bank” means the amount of cash, chips, and tokens that Manager from time to
time determines necessary to have at the Facility’s casino daily to meet its
cash needs. 


          “Improvements”
means the buildings, improvements, and fixtures, now or hereafter in which the
Facility is located. 


          “Incentive
Management Fee” means, with respect to each Term Year, an amount equal to
(i) two-tenths (0.2) multiplied by (ii) the amount equal to (a) EBITDA for such
Term Year, minus (b) Target EBITDA for such Term Year; provided, however,
that if the foregoing calculation yields a value of zero or less, then the
Incentive Management Fee for the applicable Term Year will be zero (0). For the
avoidance of doubt, in no event will any amounts be owing or deemed owing from
Manager to Owner with respect to the Incentive Management Fee (other than a
Reconciliation Amount or a reconciliation as described in Section 5.3). 


          “Insider”
means (i) with respect to any natural person referred to, (a) a relative of
such referenced natural person, or (b) an entity with respect to which such
referenced natural person is a director or officer or person in control, or
owns more than five percent (5%) of the issued and outstanding equity and (ii)
with respect to any entity referred to, (a) any director or officer or person
in control of such referenced entity, (b) any entity in which such referenced
entity is an owner of more than five percent (5%) of the issued and outstanding
equity, and (c) any relative of natural persons described in this clause (ii). 


          “Interest
Expense” means, for any period, without duplication, the total consolidated
interest expense including (i) interest expense attributable to capital leases,
(ii) amortization of indebtedness discount and indebtedness issuance costs
(including any original issue discount attributable to any issuance of equity
securities and indebtedness securities, (iii) capitalized interest, (iv)
non-cash interest payments, (v) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers’ acceptance
financing, (vi) net cash costs under interest rate protection agreements
(including amortization of fees), and (viii) interest actually paid under any
guarantee of indebtedness or other obligations of any other person. 


          “Internal
Control System” has the meaning set forth for such term in Section 3.8.



          “Internal
Revenue Code” means the Internal Revenue Code of 1986, as amended. 


          “Legal
Requirements” means any and all present and future judicial and
administrative rulings or decisions, and any and all present and future
federal, state, and local laws, ordinances, rules, regulations, permits,
licenses and certificates applicable to the Owner, Casino LLC, the Manager, or
the Facility, including without limitation, the Gaming Act and the MGCB Rules. 


          “Management
Fee” means Base Management Fee and the Incentive Management Fee. 


          “Manager”
has the meaning set forth for such term in the first paragraph of this
Agreement. 


          “Manager
Indemnitee Parties” has the meaning set forth for such term in Section
12.1. 


6





          “Manager’s
Representative” means the individual designated in writing by the Manager
to the Owner from time to time as the “Manager’s Representative” for purposes
of this Agreement. As of the Execution Date, the Manager’s Representative is
Warner. 


          “Marks”
means the name “Greektown Casino-Hotel,” as well as all service marks,
trademarks, copyrights, trade names, patents or other similar rights or
registrations used in connection with the identity and branding of the
Facility. 


          “Manager
IP” has the meaning set forth for such term in Section 6.4. 


          “MGCB”
has the meaning set forth for such term in Recital B. 


          “MGCB
Rules” means the Michigan Gaming Control Board Administrative Rules, as
such rules may be amended and in effect from time to time. 


          “Minimum
Balance” means the amount described as such in Section 3.9.1. 


          “Net
Income” has the meaning ascribed to such term in accordance with GAAP. 


          “Operating
Budget and Annual Plan” means the operating budget and plan for the
Facility described in Section 3.5. 


          “Operating
Expenses” means all expenses of the operation of the Facility pursuant to
GAAP. 


          “Owner
Indemnitee Parties” has the meaning set forth for such term in Section
12.2. 


          “Owner’s
Representative” means the individual designated in writing by the Owner to
the Manager from time to time as the “Owner’s Representative” for purposes of
this Agreement. 


          “Party”
or “Parties” has the meaning set forth for such term in the first
paragraph of this Agreement. 


          “Person”
or “Persons” means any natural person, partnership, limited liability
company, joint venture, corporation, trust, unincorporated organization, or
Governmental Authority. 


          “Player
Lists” means and includes any documents or records, electronic or
otherwise, concerning the players or customers of the Facility (whether such
customers are gaming customers or otherwise), which documents and records and
information (and all copies thereof), shall be and remain, at all times, the
sole property of the Owner. Without limitation of the foregoing, “Player Lists”
includes any player lists developed as part of a player’s club, similar
promotional or incentive program, tracking system or otherwise and any
documents or records concerning players or customers maintained solely for
security purposes, created by or upon the request of the Manager, any Affiliate
of the Manager, the Owner, or any Affiliate of the Owner. 


          “Promotional
Allowances” means the retail value of complimentary food, beverages,
merchandise, and tokens for gaming, provided to patrons as promotional items. 


7





          “Recipient”
has the meaning set forth for such term in Section 6.5.1. 


          “Reconciliation
Amount” means, with respect to any Term Year, an amount equal to (a) the
Incentive Management Fee for such Term Year, minus (b) the total of all
Estimated Quarterly Incentive Management Fees received by the Manager with
respect to such Term Year. For the avoidance of doubt, the Parties acknowledge
and agree that the Reconciliation Amount may be a positive value or a negative
value. 


          “Representatives”
has the meaning set forth for such term in Section 6.5.2. 


          “Restricted
Area” has the meaning set forth for such term in Section 2.6.


          “State”
shall mean the state of Michigan. 


          “Suspension
of Operations” means a period during which the conduct of Gaming Operations
at the Facility or a material portion thereof has been rendered illegal,
impossible or impracticable by virtue of condemnation or casualty, a change in
Legal Requirements, or other circumstances beyond the reasonable control of the
Parties. 


          “Target
EBITDA” means (i) with respect to the first Term Year, an amount equal to
(a) ninety-five hundredths (0.95) multiplied by (b) Base EBITDA; and (ii) with
respect to each other Term Year, an amount equal to (a) ninety-five hundredths
(0.95) multiplied by (b) EBITDA of the Facility for the immediately preceding
Term Year. 


          “Term”
has the meaning set forth in Section 2.2. 


          “Term
Commencement Date” means the first day on which both of the following
conditions are satisfied: 


          (i) all
approvals required by law or regulation of the MGCB with respect to the
Manager’s performance of its duties under this Agreement have been obtained;
and 


          (ii) none
of the events described in Sections 7.3.2, 7.3.3, 7.3.4
or 7.3.7 shall have occurred since the date of this Agreement.


          “Term
Quarter” means any of the following-described portions of each Term Year:
(i) the first, second and third calendar months of such Term Year, (ii) the
fourth, fifth and sixth calendar months of such Term Year, (iii) the seventh,
eighth and ninth calendar months of such Term Year, and (iv) the tenth,
eleventh and twelfth calendar months of such Term Year. 


          “Term
Year” means a period of twelve (12) complete consecutive calendar months
during the Term, more particularly described as follows: (i) the first Term
Year will be the period comprised of the first (1st) through twelfth
(12th) complete consecutive calendar months during the Term, (ii)
the second Term Year will be the period comprised of the thirteenth (13th)
through twenty-fourth (24th ) complete consecutive calendar months
during the Term, and (iii) the third Term Year will be the period comprised of
the twenty-fifth (25th) through thirty-sixth (36th) complete
consecutive calendar months during the Term. 


8






          ”Trailing
Period EBITDA” means, with respect to any Period, EBITDA for the same
period of the immediately preceding calendar year; provided, that with respect
to any period during the twelve (12) consecutive complete calendar months
immediately preceding the Term Commencement Date, Trailing Period EBITDA shall
be adjusted to give effect to the tax rollback of the Casino Wagering Tax
recently awarded to Casino LLC, as though such tax rollback had been in effect
during the corresponding period of the immediately preceding calendar year. 


          ”Transition
Per Diem” means a fee payable to the Manager as compensation for performing
transition services pursuant to Article 8, which amount will be equal
to: (i) in the event of a termination of this Agreement pursuant to Section
7.3.1, Section 7.3.2 or Section 7.3.3, $5,000 per day; and
(ii) in the event of a termination of this Agreement other than pursuant to Section
7.3.1, Section 7.3.2 or Section 7.3.3, (a) an amount equal to
the Management Fee accruing to Manager for the twelve complete calendar months
immediately preceding termination of the Agreement, divided by (b)
three-hundred and sixty (360); provided, however, that if, as of the
termination of the Agreement, fewer than twelve (12) months have expired during
the Term, then the amount referred to in the preceding clause (a) will be
calculated by multiplying (1) the average monthly Management Fee accruing to
the Manager for all completed calendar months prior to such termination by (2)
twelve (12).


          ”Warner”
means William W. Warner, the manager of the Manager.


          1.2 Captions;
Section References. The captions for each Section and Subsection
are intended for convenience only. Unless expressly indicated otherwise,
references in this Agreement to “Sections” and “Articles” are references to
sections of and articles of this Agreement.


          1.3 Other
Rules of Construction. Except as otherwise expressly provided
herein:


	
  

 	
  

 
	
  

 	
           1.3.1 defined terms have the meanings
 assigned to them in this Agreement and include the plural as well as the
 singular;

 
	
  

 	
  

 
	
  

 	
           1.3.2 pronouns of either gender or neuter
 shall include, as appropriate, the other pronoun forms;

 
	
  

 	
  

 
	
  

 	
           1.3.3 the words “herein,” “hereof,”
 “herewith,” “hereunder,” and “hereto,” and other words of similar import,
 refer to this Agreement as a whole and not to any particular Section or other
 subdivision hereof; and

 
	
  

 	
  

 
	
  

 	
           1.3.4 the words “include,” “including”
 and other words of similar import mean “include, without limitation” or
 “including, without limitation,” regardless of whether any reference to
 “without limitation” or words of similar import is made.

 


Article 2


Engagement; Terms; Other Agreements


9





          2.1 Engagement of Manager. The Owner hereby
retains and engages Manager as the exclusive manager of the Facility (as it may
be expanded, improved or modified over the course of the Term) pursuant to the
terms and conditions of this Agreement, and Manager hereby accepts such
retention and engagement.


          2.2 Term. The term of this Agreement shall
begin on the Term Commencement Date and continue until the last day of the
thirty-sixth (36th) complete calendar month following the Term
Commencement Date, unless this Agreement is otherwise terminated prior to such
time pursuant to the terms hereof (the “Term”).



          2.3 Status of Business; Exclusive Rights.
The Owner covenants that, during the Term: (a) the Manager shall have complete
peaceable access to and presence in the Facility in accordance with the terms
of this Agreement, free from molestation, eviction and disturbance by the Owner
or by any other person or entity; provided, however, that such right of access
to and presence in the Facility shall cease upon the termination of this Agreement
for any reason, except to the extent necessary for Manager to perform its
obligations pursuant to Article 8, and (b) the Owner will consult with
the Manager with respect to any material expansion, improvement to or
modification of the Facility. The Parties acknowledge and agree that the Term
will not commence unless and until the approvals provided for in the definition
of “Term Commencement Date” have been obtained. Notwithstanding the foregoing,
however, the Parties agree that, from and after the Execution Date: (a) at the
expense of the Owner, each Party will take all such actions reasonably required
of such Party with respect to obtaining of the approvals required for the Term
Commencement Date to occur, and will provide reasonable cooperation to one another
with respect to such actions, and (b) neither Party will take or permit any
action or occurrence inconsistent with the right and obligation of Manager to
manage the Facility during the Term in accordance with this Agreement.


          2.4 Compliance with Law; Licenses.
Each Party covenants that it will at all times comply with all Legal
Requirements (including, for the avoidance of doubt, the terms of all licenses
granted to such Party by the MGCB) in connection with the performance of its
duties under this Agreement. The Manager shall comply with, and shall exert
commercially reasonable efforts to oversee the compliance by Facility Employees
with, the terms of the licenses granted by the MGCB to the Manager and such
Facility Employees, as applicable. 


          2.5 Compliance with the Environmental Laws.
The Owner will comply with applicable environmental Legal Requirements, with
the assistance of Manager as reasonably requested by the Owner.


          2.6 Non-hiring
of Employees. The Owner and the Manager each covenant and agree
that, during the Term and for a period of one year after the expiration of or
any termination of this Agreement, neither it nor its Affiliates will directly
or indirectly employ, cause to be employed, solicit or recruit for engagement
or employment, or encourage to leave employment with the other Party, any
employee of the other Party or any of their Affiliates; provided that the foregoing
shall not be deemed to prohibit general advertisement or solicitations that are
not directed to such employees. The Owner and the Manager acknowledge and agree
that the obligations set forth in this Section 2.6 are a direct
inducement for each Party to enter into this Agreement. 


10





          2.7 Non-competition. The Manager
covenants and agrees that, during the Term and for a period of one year
thereafter, neither it nor its Affiliates will conduct any Business Activity
(as defined below) within the Restricted Area (as defined below). “Business Activity” means: (i) the
provision of any consulting service to any gaming or hospitality enterprise,
business or venture, including but not limited to any hotel, casino, racetrack,
off-track betting parlor or similar enterprise; (ii) the ownership, operation
or management of any gaming or hospitality enterprise, business or venture,
including, but not limited to, any hotel, casino, racetrack, off-track betting
parlor or similar enterprise; (iii) entering into a partnership, joint venture,
or similar arrangement, the purpose of which is the ownership, operation or
management of any gaming or hospitality enterprise, business or venture,
including, but not limited to, any hotel, casino, racetrack, off-track betting
parlor or similar enterprise; or (iv) the acquisition of an ownership interest
in any entity that operates any gaming or hospitality enterprise, business or
venture, including, but not limited to, any hotel, casino, racetrack, off-track
betting parlor or similar enterprise, or which provides management or
consulting services to the same. “Restricted
Area” means the area that is within a 200-mile radius around the
Facility. For the avoidance of doubt, nothing in this Section 2.7 (nor
any other term or provision of this Agreement) will prevent or prohibit, or be
deemed to prevent or prohibit, the Manager or any Affiliate thereof from
engaging in any business activity whatsoever outside of the Restricted Area.


          2.8 Enforceability. The Owner, on
the on hand, and Warner, on the other hand, acknowledges and agrees that the
obligations set forth in Section 2.6 and Section 2.7 hereof are a
direct inducement for the other to enter into this Agreement. Further, the
Manager acknowledges that the Owner has a current and future expectation of
business within the Restricted Area. Each of the Owner and the Manager
acknowledges that the term, geographic area, and scope of the covenants set
forth in Section 2.6 and Section 2.7 are reasonable, and agrees
that it will not, in any action, suit or other proceeding, deny the
reasonableness of, or assert the unreasonableness of, the premises,
consideration or scope of such covenants. Specifically, the Manager further
acknowledges that complying with the provisions contained in Section 2.6
of this Agreement will not prevent it or its Affiliates or its Affiliates’ employees,
officers, directors or agents from engaging in a lawful profession, trade or
business, or from becoming gainfully employed. Each of the Owner and the
Manager agrees that the obligations undertaken by such party under Section
2.6 and Section 2.7 hereof are separate and distinct under this
Agreement, and the failure or alleged failure of any other Party hereto to
perform its obligations under any other provisions of this Agreement shall not
constitute a defense to the enforceability thereof. Each of the Owner and the
Manager agrees that if any portion of Section 2.6 or Section 2.7
hereof is deemed to be unenforceable because the geography, time or scope of
activities restricted is deemed to be too broad, the court shall be authorized
to substitute for the overbroad term an enforceable term that will enable the
enforcement thereof to the maximum extent possible under applicable law. Each
of the Owner and the Manager acknowledges and agrees that any breach or
threatened breach by such party of its obligations under Section 2.6 or Section
2.7 hereof will result in irreparable damage and injury to the other Party
hereto and its Affiliates and that the non-breaching Party will be entitled to
exercise all rights including, without limitation, obtaining one or more
temporary restraining orders, injunctive relief and other equitable relief,
including specific performance in the event of any breach or threatened breach
thereof, in any federal or state court of competent jurisdiction in the State
of Michigan without the necessity of posting any bond or security (all of which
are waived by the Parties hereto), and to exercise all other rights or
remedies, at law or in equity, including, without limitation, the rights to
damages.


11





          2.9 Joinder by William W. Warner. By
his joining in the execution of this Agreement as provided in the joinder
hereto, Warner agrees to all terms and provisions of Section 2.6 and Section
2.7 with respect to himself and his Affiliates, and further agrees to
personally perform and be bound by all of the obligations undertaken by Warner
and/or the Manager pursuant to Section 2.6 and Section 2.7;
provided, that nothing in Article 2 will prohibit Warner from: (i)
acquiring or holding any publicly held security in a business entity provided
that the total holdings “beneficially owned” (as defined in Section 13(d)(3) of
the Securities Exchange Act of 1934, as amended) by Warner comprise less than
five percent (5%) of all of the issued and outstanding equity in such entity,
or (ii) after any termination of this Agreement, accepting employment in the
hospitality industry that is not within 25 miles of the Facility.


          2.10 Covenant of Good Faith and Fair Dealing.
Each Party agrees to act in good faith in dealing with one another pursuant to
this Agreement. Each Party hereby covenants to the others that it shall not
undermine the rights of the other Party hereto with respect to the Agreement
and will cooperate with each other in achieving the goals of this Agreement; provided,
however, that nothing in the foregoing will be deemed to limit or
otherwise affect the rights of a Party to terminate this Agreement or seek
remedies for defaults hereunder, all as provided for in this Agreement. 


Article 3


Management and Operation of Facility


	
  

 	
  

 
	
  

 	
 3.1 Manager’s Authority and
 Responsibility; Operating Standards.

 
	
  

 	
  

 
	
  

 	
           3.1.1
 Authority and Responsibility. During the
 Term, the Manager will have the exclusive authority to, and the Manager
 shall, conduct and direct all business and affairs in connection with the
 day-to-day operation, management and maintenance of the Facility, except with
 respect to matters that, pursuant to the express provisions of this
 Agreement, are the responsibility of the Owner or cannot otherwise be
 delegated to the Manager under applicable Legal Requirements. The Owner shall
 retain oversight and control over the overall operational strategy and major
 policy decisions for the Facility. In addition, the Owner shall be
 responsible for centralized and integrated finance and budgeting for the
 Owner as a whole, inclusive of the operations of the Owner that the Manager
 does not conduct. The management structure of the Owner with respect to the
 Facility shall be as set forth on Schedule A hereto and may be amended
 by Owner from time to time with the written consent of the Manager, which
 shall not be unreasonably withheld, conditioned or delayed. Without
 limitation of the foregoing, the Manager shall establish the operating days
 and hours for the Facilities; provided that it is the Parties’ intention that
 Gaming be conducted on days and hours to the maximum extent permitted under
 the Gaming Act and Gaming Regulations. Manager is hereby granted the
 necessary power and authority to act in order to fulfill all of its
 responsibilities under this Agreement. Nothing herein grants or is intended
 to grant Manager a titled interest to the Facility. 

 



12









	
  

 	
  

 
	
  

 	
           3.1.2 Limitations on Authority.
 The Manager shall have no power or authority to act for or represent the
 Owner except as specified in this Agreement. The Manager shall have no power
 or authority to exercise the rights of the Owner under or to execute, amend
 or otherwise modify this Agreement on behalf of the Owner, and the Owner
 shall retain the sole and exclusive such power and authority with respect to
 this Agreement. Except as stated herein, the Manager shall have no power or
 authority, without the prior written approval of the Owner in each instance,
 to (A) incur costs which are in excess of the expenditures to be agreed upon
 in the Operating Budget and Annual Plan and as provided in this Agreement,
 (B) sell, encumber or otherwise dispose of any Furnishings and Equipment or
 other personal property located in the Facility, except for inventory sold in
 the regular course of business and other items which must be replaced due to
 age, obsolescence, or wear and tear, subject to the Operating Budget and
 Annual Plan and the Capital Budget, or (C) subject to the Operating Budget
 and Annual Plan and the Capital Budget, purchase any Furnishings and
 Equipment or other personal property or services from the Manager or any
 Affiliate of the Manager, unless such arrangement is specifically approved in
 writing by the Owner. 

 
	
  

 	
  

 
	
  

 	
           3.1.3
 Operating Standards. The Manager shall
 operate the Facility (i)(A) in a commercially reasonable, prudent, diligent
 and professional and workmanlike manner and (B) at least at a level of
 service, operation and quality generally considered to be competitive for
 casinos taking into account the size, scope and level of capital investment,
 (ii) in accordance with the terms and conditions of this Agreement and in
 conformity in all material respects with the then current Operating Budget
 and Annual Plan, (iii) in accordance with the terms and provisions of the
 Control Agreements (but excluding coverage ratios or other financial
 covenants) and any business plan and other plans and policies concerning
 Facility operations as required thereunder, (iv) in accordance with the
 requirements of any carrier having insurance on the Facility or any part
 thereof, (v) in compliance with all Legal Requirements, including all
 reporting, security, systems and other requirements imposed by the MGCB or
 any other governmental agency with jurisdiction over the Facility, and (vi)
 in a manner reasonably expected to protect and preserve the assets that
 comprise the Facility. Notwithstanding the foregoing, Manager will not be
 deemed in breach of clauses (iii) or (iv) of the immediately preceding
 sentence to the extent: (a) Manager has not been notified in writing of the
 applicable terms, provisions or requirements, or (b) Manager has been
 informed of such terms, provisions or requirements and Manager has notified
 the Owner that such terms, provisions or requirements are not commercially
 reasonable. 

 
	
  

 	
  

 
	
           3.2 Duties of Manager. Manager’s
 duties shall include, without limitation, the following:

 
	
  

 	
  

 
	
  

 	
           3.2.1 Physical Duties. Manager
 shall use reasonable measures for the orderly physical administration,
 management, and operation of the Improvements, including without limitation
 cleaning, painting, decorating, plumbing, carpeting, grounds care and such
 other maintenance and repair work as is reasonably necessary.

 



13









	
  

 	
  

 
	
  

 	
           3.2.2 Contracts. Contracts
 (including amendments thereto or terminations thereof) relating to the
 operations of the Facility shall be entered into in the name of Casino LLC
 and may be executed on behalf of Casino LLC by either the Chief Operating
 Officer or the Owner’s Representative; provided that, the Owner must approve in
 advance any contract that: (i) is not a renewal of a pre-existing contract,
 (ii) entails expenditures or reasonably anticipated expenditures by the Owner
 or Casino LLC in excess of $50,000, and (iii) is for a term of one year or
 more and may not be terminated at will by Casino LLC prior to one year. No
 expenditures of any amount for the supply of goods or services to the
 Facility shall be entered into with an Affiliate or Insider of the Manager
 unless such relationship is disclosed to and approved in advance in writing
 by the Owner. 

 
	
  

 	
  

 
	
  

 	
           3.2.3 Customer Relations Management.
 The Manager shall manage relationships with customers of the Facility.

 
	
  

 	
  

 
	
  

 	
           3.2.4 Sales and Marketing. The
 Manager shall be responsible for sales and marketing of the Facility,
 including arranging for promotions, brand management and placing advertising.

 
	
  

 	
  

 
	
  

 	
           3.2.5 Payment of Bills and Expenses.
 The Manager shall be responsible for promptly paying bills and expenses as
 they become due.

 
	
  

 	
  

 
	
  

 	
           3.2.6. Hotel, Food and Beverage.
 The Manager shall be responsible for managing the hotel, including
 reservations, and food and beverage services at the Facility.

 
	
  

 	
  

 
	
  

 	
           3.2.7. Employees. The Manager
 shall perform the duties provided for in Section 3.4 with respect to
 Facility Employees.

 
	
  

 	
  

 
	
  

 	
           3.2.8 Gaming Operations. The
 Manager shall be responsible for the Gaming Operations.

 
	
  

 	
  

 
	
  

 	
           3.2.9 Technology Services and Support.
 The Manager shall provide technology services and support for the Facility;
 provided, however, that for the avoidance of doubt, the foregoing will not
 obligate the Manager to purchase or provide equipment, intellectual property
 or other items.

 


          Within 60
days of the Term Commencement Date, the Owner and the Manager shall review in
good faith the areas of overlapping duties of the Owner and the Manager set
forth on Schedule A hereto and agree on an appropriate allocation of
responsibility between them with respect to such duties. In the event that the Manager
identifies any area of ambiguity resulting from such overlapping duties during
such 60 day period, the Manager shall provide prompt written notice to the
Owner and the Manager shall not be responsible for the duties that are the
subject of such ambiguity until such duties are allocated in good faith. 


          3.3 Security and Surveillance.
Manager shall be responsible for providing for appropriate security and
surveillance for the operation of the Facility (including the hiring and
supervision of security personnel), subject to regulatory oversight and access
of the MGCB, and all other Legal Requirements. 


 14









	
  

 	
  

 
	
  

 	
 3.4 Employees.

 
	
  

 	
  

 
	
  

 	
           3.4.1 Manager’s Responsibility for Employees.
 All Facility Employees shall be employees of the Owner or Casino LLC and not
 of the Manager, except for the Chief Operating Officer, who will be an
 employee of the Manager but may be disclosed as an executive officer of the
 Owner for purposes of reporting with the Securities and Exchange Commission
 (provided that it also disclosed that the Chief Operating Officer is an
 officer of the Owner by contract), and any other Facility Employee that the
 Manager expressly agrees in writing will be an employee of the Manager.
 Nothing in the foregoing shall be deemed to limit the obligations of the
 Owner under Section 2.6 not to employ, solicit or recruit the Chief
 Operating Officer designee of Manager. Notwithstanding the foregoing, during
 the Term, the Owner delegates to the Manager (which delegation may not be
 revoked while this Agreement is in force and effect) and agrees that the
 Manager shall have, subject to the terms of this Agreement (including,
 without limitation, Section 3.4.3), the exclusive responsibility and
 authority to direct the selection, control, promotion, discipline, and
 discharge of all Facility Employees.

 
	
  

 	
  

 
	
  

 	
           3.4.2 Facility Employee Policies.
 Manager shall administer the Facility’s personnel policies and procedures
 (the “Facility Employee Policies”).
 Manager may, with advance notice to and approval of the Owner, modify the
 Facility Employee Policies. All such actions and policies shall comply with
 Legal Requirements. Any employees of the Manager who are working at the
 Facility will be required to comply with the Facility Employee Policies.

 
	
  

 	
  

 
	
  

 	
           3.4.3 Employment Suitability. No
 individual whose prior activities, criminal record, if any, or reputation,
 habits and associations are known to pose a threat to the public interest,
 the effective regulation of Gaming, or to the gaming licenses of Manager or
 any of its Affiliates, or to create or enhance the dangers of unsuitable,
 unfair or illegal practices and methods and activities in the conduct of
 Gaming, shall knowingly be employed by Manager, the Owner or Casino LLC. Without limitation of the foregoing, no person
 that has been found unsuitable by the MGCB or that has not received a license
 as required by MGCB Rules may be a Facility Employee. Any costs associated
 with obtaining background investigations of employees and prospective
 employees shall constitute an Operating Expense. 

 


          3.5 Operating Budget and Annual Plan.
Prior to the date of this Agreement, Manager will have submitted to the Owner,
for its approval, an interim proposed Operating Budget and Annual Plan for the
period from the Term Commencement Date and for the 60 calendar days thereafter,
in a form agreed upon and initialed by the parties (Manager may fulfill the
foregoing obligation by submitting the Operating Budget and Annual Plan already
prepared by Casino LLC, provided that Manager shall propose for approval by the
Owner, not later than three weeks prior to the anticipated Term Commencement
Date, detailed modifications (with explanations) by department as it shall
consider appropriate for such 60 day period and a reconciliation of department
totals for such 60 day period). During such 60 calendar day period, Manager
will submit to the Owner, for its approval, a proposed Operating Budget and
Annual Plan for the period from the end of such 60 calendar day period, through
the remainder of the then-current Fiscal Year. Thereafter, Manager will, in
consultation with the Owner, not less than 


 15





60 calendar days prior to the commencement of each full or partial
Fiscal Year during the Term, submit to the Owner, for its approval, a proposed
Operating Budget and Annual Plan for the ensuing Fiscal Year. The Owner shall
have the opportunity to make additions to the proposed Operating Budget and
Annual Plan, subject to the Manager’s approval, which shall not be unreasonably
withheld. The Operating Budget and Annual Plan shall include a projected income
statement, balance sheet, and projection of cash flow for the Facility,
separately and on a combined basis, for such Fiscal Year, with detailed
justifications explaining the assumptions used therein and included with the
Operating Budget and Annual Plan shall be a schedule of repairs and maintenance
(other than Capital Replacements) expected during such Fiscal Year, a business
and marketing plan for such Fiscal Year (which shall include, among other
things, budgets for advertising and business promotion programs and the
estimated costs of Promotional Allowances), and the Minimum Balance which must
remain in the Bank Accounts and the House Bank as of the end of each month
during such Fiscal Year to assure sufficient monies for working capital
purposes, and other expenditures authorized under the Operating Budget and
Annual Plan. 


          The
Operating Budget and Annual Plan for the Facility will be comprised of the
following:


	
  

 	
  

 
	
  

 	
           3.5.1
 a statement of the estimated income and expenses for the coming Fiscal Year,
 including estimates as to Operating Expenses for such Fiscal Year, such
 operating budget to reflect the estimated results of the operation during
 each month of the subject Fiscal Year; and

 
	
  

 	
  

 
	
  

 	
           3.5.2
 a business and marketing plan for the subject Fiscal Year.

 


          The
Owner’s approval of the Operating Budget and Annual Plan shall proceed with all
deliberate speed and shall not be unreasonably withheld or delayed. The board
of directors of the Owner shall use reasonable efforts to meet within fifteen
(15) Business Days of the delivery of the proposed Operating Budget and Annual
Plan. The Owner shall deliver to the Manager any objection or addition to the
proposed Operating Budget and Annual Plan within forty-five (45) calendar days
of its delivery to the Owner. Such objections and additions must contain
specific detail as to any line item to which an objection is made and specific
detail as to why an addition should be made.


          If the
Owner is unable to resolve the additions, or disputed or objectionable item(s)
prior to the commencement of the applicable Fiscal Year, the undisputed
portions of the proposed Operating Budget and Annual Plan shall be deemed to be
adopted and approved and the corresponding line item(s) contained in the
Operating Budget and Annual Plan for the preceding Fiscal Year shall be
adjusted as set forth in the following sentence and shall be substituted in
lieu of the disputed item(s) in the proposed Operating Budget and Annual Plan.
Those line items which are in dispute shall be determined by increasing the
preceding Fiscal Year’s actual expense for the corresponding line items by an
amount determined by Manager which does not exceed the All Items Consumer Price
Index for All Urban Consumers published by the Bureau of Labor Statistics of
the United States Department of Labor, U.S. City Average (1982-1984 = 100) for
the Fiscal Year prior to the Fiscal Year with respect to which the adjustment to
the line item(s) is being calculated or any successor or replacement index
thereto (provided, however, in no event will the foregoing described adjustment
result in a budgeted expense for a line item that is lower 


 16





than the actual expense amount for the preceding Fiscal Year). The
resulting Operating Budget and Annual Plan obtained in accordance with the
preceding sentence shall be deemed to be the Operating Budget and Annual Plan
in effect until such time as the Owner has resolved the items in dispute.


          The Manager
may, after notice to and approval from the Owner, revise the Operating Budget
and Annual Plan from time to time, as necessary, to reflect any unpredicted
significant changes, variables or events or to include significant, additional,
unanticipated items of expense. Further, after notice to the Owner, the Manager
may reallocate part or all of the amount budgeted with respect to any line item
to another line item within the same Department and may make such other
modifications to the Operating Budget and Annual Plan as Manager deems
necessary, provided that the total amount budgeted for any Department in the
Operating Budget and Annual Plan may not be adjusted by more than 5% without
approval from the Owner. The Manager shall provide the Owner with a revised
Operating Budget and Annual Plan on a quarterly basis. The Owner acknowledges
that the Operating Budget and Annual Plan is intended only to be a reasonable
estimate of the Facility’s revenues and expenses for the ensuing Fiscal Year.
The Manager shall not be deemed to have made any guarantee or covenant
concerning projected results contained in the Operating Budget and Annual Plan.


          3.6 Capital Budgets. The capital
budget for the first sixty (60) days following the Term Commencement Date shall
be the capital budget already prepared by Casino LLC, provided that Manager
shall propose, subject to approval by Owner, not later than three weeks prior
to the anticipated Term Commencement Date, such modifications (with
explanations) as it shall consider appropriate for such sixty day period.
During the initial sixty day period, Manager will submit to the Owner, for its
approval, a proposed capital budget for the period from the end of such sixty
day period through the remainder of the then-current fiscal year. Thereafter,
the Manager will, not less than sixty calendar days prior to the commencement
of each Fiscal Year, submit to the Owner for its approval a recommended capital
budget (the “Capital Budget”)
describing the estimated replacement costs, together with the business purpose
for any such replacement or capital expenditure, for the ensuing Fiscal Year,
for the Capital Replacements as shall be required to operate the Facility in
accordance with sound business practices. Expenditures for Capital Replacements
shall be subject to approval by the Owner. The Owner shall meet to discuss the
proposed Capital Budget. The Manager shall be responsible for the design and
installation of Capital Replacements.


          3.7 Capital Replacements. The Owner
and Casino LLC will expend such amounts for any Capital Replacements as shall
be required, in the course of the operation of the Facility, to maintain, at a
minimum, the Facility in compliance with any Legal Requirements and to comply
with Manager’s reasonably recommended programs for renovation, modernization
and improvement intended to keep the Facility competitive in its market, in
accordance with the Capital Budget, or to correct any condition of an emergency
nature. Such condition of an emergency nature (“Emergency Condition”) shall include without limitation,
maintenance, replacements or repairs which require immediate action to preserve
and protect the Facility, assure its continued operation, and/or protect the
comfort, health, safety and/or welfare of the Facility’s guests or Facility
Employees. Manager may take all steps and make all expenditures from the
Disbursement Account described in Section 3.9.3 as are reasonably
necessary to repair and correct any Emergency Condition, regardless of whether
such provisions have been made in 


 17





the Capital Budget or the Operating Budget and Annual Plan for any such
expenditures. Manager shall give notice to the Owner within a reasonable time
of any expenditure in excess of $50,000.00 for any Emergency Condition. 


          3.8 Internal Control System. Manager
will operate the Gaming Operations subject to the system of internal controls
(the “Internal Control System”)
in place as of the Term Commencement Date, or as it may be modified in
accordance with the following. As the Owner may request, the Manager will
review and evaluate the Internal Control System, and, in consultation with the
Owner, make modifications to the Internal Control System. The Manager will
obtain the Owner’s prior written approval with respect to significant
modifications of the Internal Control System. The MGCB will retain the right to
review and approve the Internal Control System and any changes instituted to
the Internal Control System. The MGCB and Manager will have the right and duty
to maintain and police the Internal Control System in order to minimize the
potential for any loss of proceeds from the Gaming Operations. 


          3.9 Banking and Bank Accounts.


	
  

 	
  

 
	
  

 	
           3.9.1 Bank Accounts. The Owner
 will select a bank or banks for the deposit and maintenance of funds and
 shall establish such bank or banks accounts as the Owner deems appropriate
 and necessary in the course of business and as consistent with this Agreement
 (“Bank Accounts”). The
 sum of money agreed to by the Owner to be maintained in the Bank Account(s)
 to serve as working capital for operations of the Facility shall be the
 responsibility of the Owner to provide and shall include at least all sums
 needed for the House Bank and all sums needed for payment of expenses (the “Minimum Balance”). The Owner will
 cause banking instructions to be executed with regard to each Bank Account to
 be in effect during the Term in form and substance satisfactory to the Owner
 and the Manager, which instructions will allow each of the Manager and the
 Owner to control such Bank Accounts.

 
	
  

 	
  

 
	
  

 	
           3.9.2 Daily Deposits to Depository Account.
 Manager will maintain in the Owner’s name a Depository Account. Manager will
 collect all gross revenues and other proceeds connected with or arising from
 the operation of the Facility, the sale of all products, food and beverage,
 and all other activities of the Facility and deposit the related cash into
 the Depository Account at frequent intervals reasonably determined by the
 Manager, but no less than one time per Business Day (provided, however, that
 the foregoing requirement of deposits no less than one time per Business Day
 is not to be construed as a covenant that all gross revenues will be
 deposited on the Business Day immediately following the date of receipt).
 Manager agrees to obtain a bonded transportation service to effect the safe
 transportation of the daily receipts to the bank, which expense will
 constitute an Operating Expense.

 
	
  

 	
  

 
	
  

 	
           3.9.3 Disbursement Account. The
 Manager will maintain a Bank Account in the Owner’s name for disbursements
 (the “Disbursement Account”).
 The Manager will, consistent with and pursuant to the approved annual
 Operating Budget and Annual Plan, have responsibility and authority for
 making all payments for Operating Expenses, debt service (subject, however,
 to Section 3.14), Management Fee (subject, however, to Section
 5.1.2), and disbursements to the Owner from the Disbursement Account. The
 

 



 18









	
  

 	
  

 
	
  

 	
 Manager shall provide the Owner with three Business Days’ prior
 notice (which may be made by e-mail to the Owner’s Representative) of any
 disbursement in excess of $100,000.

 
	
  

 	
  

 
	
  

 	
           3.9.4 No Cash Disbursements.
 Manager will not make any cash disbursements from the Bank Accounts and all
 payments or disbursements by the Manager from Bank Accounts will be made by
 check or wire transfer drawn against a Bank Account. 

 
	
  

 	
  

 
	
  

 	
           3.9.5 Transfers Between Accounts.
 Manager has the authority to transfer funds from and between the Bank
 Accounts to the Disbursement Account in order to pay Operating Expenses and
 to invest funds in accordance with any approved investment policy adopted by
 the Owner and approved by Manager and to pay the fees payable to Manager and
 distributions to the Owner pursuant to this Agreement.

 
	
  

 	
  

 
	
  

 	
           3.9.6 Petty Cash Fund. Manager
 will maintain in the name of the Owner a petty cash fund, the amounts in
 which will be established in conjunction with the establishment of the annual
 Operating Budget and Annual Plan as an Operating Expense. The petty cash
 funds shall be used for miscellaneous small expenditures of the Facility and
 shall be maintained at the Facility.

 
	
  

 	
  

 
	
  

 	
           3.9.7 No Suspension of Transfers Upon Default.
 Notwithstanding any occurrence or continuation of any breach by or default of
 this Agreement by the Owner, Manager agrees that, unless it exercises its
 right to terminate this Agreement in accordance with Section 7.4, it
 will make timely transfers from the appropriate accounts of funds to pay (a)
 Operating Expenses, (b) payments due on Facility Indebtedness (in accordance
 with Section 3.14), and (c) any other reserves approved by the Owner.

 


          3.10 Insurance. Manager, on behalf
of and subject to the approval of the Owner, shall arrange for, obtain and maintain,
or cause its agents to maintain, with responsible insurance carriers, insurance
satisfactory to Manager and the Owner covering the Facility and its operations,
including coverage of public liability and property loss or damage, naming the
Owner as insured party and the Manager as an additional insured (subordinated
to the rights of lenders under Facility Indebtedness, if so required under the
terms of such indebtedness), as the Manager’s interests may appear.


          3.11 Accounting and Books of Account.
The Manager shall maintain full and accurate records and books of account for
operations of gaming activities and related ancillary operations managed by the
Manager. Such records shall be maintained at the Manager’s office located
within the Facility and shall be made available for immediate inspection and
verification at all times. In addition, except to the extent required to comply
with Legal Requirements, Manager shall not, at any time, prevent or hinder the
Owner’s access to all gaming machines and related systems and system-produced
gaming machine financial reports for any applicable period. The books and
records and all other records relating to or reflecting the operation of the
Facility shall at all times be the property of the Owner. Upon any termination
of this Agreement, all of such books and records forthwith shall be turned over
to the Owner so as to insure the orderly continuance of the operation of the
Facility. The Manager shall provide to the Owner’s 


19





Chief Financial Officer or his or her designee with access to or
deliver such other reports or information as requested by the Chief Financial
Officer.


          3.12 Cash Management. The
Manager will administer, and all parties and their respective employees,
agents, and representatives will obey, operational policies with respect to the
handling of cash, security systems, and access to cash cage, counting rooms,
and other places where cash is kept and handled in accordance with the
procedures in place as of the Term Commencement Date, or as such procedures may
be modified in accordance with the following. As the Owner may request, the
Manager will review and evaluate the cash management procedures, and, in
consultation with the Owner, make modifications to such procedures. The Manager
will obtain the Owner’s prior written approval with respect to significant
modifications of the cash management procedures. Except to the extent required
to comply with Legal Requirements, the Manager shall not, at any time, prevent
or hinder the Owner in monitoring and investigating systems for cash management
implemented by the Manager and to verify daily revenues and all other revenues
and income of any kind and nature of the Facility. 


          3.13 Operating Capital for Facility.
To the extent not provided from the available cash flow of the Facility, the
Owner, and not the Manager, will be responsible for providing operating capital
for the operation of the Facility. The Manager will not be deemed to be in
breach of its obligations under this Agreement to the extent performance of
such obligations is rendered commercially impracticable by the unavailability
of such operating capital. In no event will Manager be required to advance
funds to or for the benefit of the Owner.


          3.14 Facility Indebtedness.
Notwithstanding any other term or provision of this Agreement to the contrary,
the Parties agree that the Owner, and not the Manager, will have sole
discretion in determining the amounts of all payments and/or reserves to be
made with respect to Facility Indebtedness at any time, and the Manager will
follow the Owner’s instructions with respect thereto.


          3.15 Patron Dispute Resolution.
Patron disputes concerning Gaming play will be resolved in accordance with the
MGCB Rules.


          3.16 Personal Involvement of Warner.
The Manager agrees that Warner will personally devote his time and attention to
the fulfillment of the Manager’s obligations hereunder as follows: (i) during
each of the first two thirty-day periods following the Term Commencement Date,
Warner will be present at the Facility on at least eight (8) calendar days
during each such thirty-day period; and (ii) after the second complete calendar
month during the Term: (a) Warner will, on average throughout the Term, make at
least two (2) visits to the Facility per month; and (b) Warner will devote at
least sixty (60) hours per month to the Manager’s obligations under this
Agreement, at least half of which such hours will be spent at the Facility. The
Parties acknowledge and agree that nothing in this Section 3.16
constitutes an undertaking of personal liability on behalf of Warner to the
Owner or to any other party. Warner will attend at least seventy-five percent
(75%) of meetings of the board of directors of the Owner in person and the
Manager shall use best efforts to cause a Manager personnel to attend every
meeting of the board of directors of the Owner at which the attendance of the
Manager is requested, subject to the following: (i) Warner will not be required
to attend more than two (2) such meetings in any calendar month, but, if the
Owner so requests, other personnel of the Manager will attend


 20






meetings in excess of such number, (ii) Warner and the Manager are
given at least ten (10) calendar days prior notice of any such meeting, (iii)
Warner (or personnel of the Manager) may telephonically attend meetings which
are telephonic meetings of the board, and (iv) the board will provide to the
Manager copies of written minutes of such meetings to the extent such minutes
are prepared by the Owner, subject to redaction of information that, if
disclosed to the Manager, would adversely affect the attorney-client privilege
of such information or is otherwise confidential in nature. 


Article 4


Condemnation or Casualty; Change in Legal
Requirements


          4.1
Condemnation or Casualty. If the Facility or
any portion thereof is damaged, destroyed or condemned, the Facility will be
reconstructed and/or restored if the insurance or condemnation proceeds are
sufficient to restore or replace the Facility to a condition at least
substantially comparable to that before the casualty or condemnation occurred.
If the insurance proceeds or condemnation awards are not used to restore the
Facility, then the Owner and Manager will jointly adjust and settle any and all
claims for such insurance proceeds or condemnation awards, and such proceeds or
awards shall be applied: first, to amounts required to be repaid under any
Facility Indebtedness; second, to any amounts owing to the Manager (including,
without limitation, accrued but undistributed Management Fees); and third, the
surplus will be distributed as directed by the Owner. If the insurance proceeds
or condemnation awards are not used to restore the Facility, and the damage,
destruction or condemnation to the Facility has rendered the Facility in a
substantially impaired condition from the condition of the Facility prior to
such damage, destruction, or condemnation, then either Party, by written notice
to the other Party, may terminate this Agreement, in which event the Owner will
pay the Manager, within ten (10) calendar days after delivery of such notice of
termination, an amount equal to the Management Fee accrued to the Manager
through the date of termination. 


          4.2
Change in Legal Requirements. If a change in
Legal Requirements causes a Suspension of Operations, then Manager will have
the option at any time from and after the sixtieth (60th) day
following the commencement and continuance of such Suspension of Operations,
and until the one-hundred twentieth day following the commencement of such
Suspension of Operations, to notify the Owner in writing that it is terminating
this Agreement, in which case Manager will retain the rights to any amounts
owing to the Manager (including, without limitation, accrued but undistributed
Management Fees). If Manager does not so elect to terminate this Agreement,
then Manager will commence or recommence the operation of Gaming Operations at
such time as such commencement or recommencement shall no longer be prohibited
by Legal Requirements. In addition, during a Suspension of Operations, the
Manager shall take reasonable action to reduce expenses. If Manager fails to
commence or recommence Gaming Operations within a reasonable time after which
Gaming Operations are no longer prohibited by Legal Requirements, the Owner, at
its option will have the right to terminate this Agreement and the Manager
shall be entitled only to Management Fees accrued through the date of
termination. 


          4.3
Suspension of Operations. A Suspension of
Operations will occur in the event that (a) any change in Legal Requirements
requires that Gaming Operations or a material portion 


 21





thereof be ceased or suspended, (b) any total destruction by casualty
of, or total condemnation with respect to, the Facility occurs, or (c) any
partial destruction by casualty of, or partial condemnation with respect to,
the Facility occurs, and the Manager elects for the Suspension of Operations to
occur. Notwithstanding any term or provision of this Agreement to the contrary,
after the sixtieth (60th) day following Suspension of Operations,
the Manager will relinquish possession of and control of the Facility to the
Owner, the Manager’s obligations and duties hereunder with respect to operation
and management of the Facility will be suspended, no Management Fee will accrue
for the benefit of the Manager. The Parties will cooperate reasonably and in
good faith towards minimizing the duration of any Suspension of Operations. Any
Suspension of Operations will not be deemed to have been part of the Term and
the date of expiration of the Term shall be extended by the number of days of
such period. 


Article 5


Management Fee, Reimbursements, and
Disbursements



	
  

 	
  

 	
  

 
	
  

 	
 5.1 Management Fee.

 
	
  

 	
  

 	
  

 
	
  

 	
           5.1.1
 The Management Fee shall accrue from and after the Term Commencement Date and
 shall be paid as follows, subject to Section 5.1.2:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           5.1.1.1
 On the first calendar day of each calendar month
 during the Term, the Manager shall receive a base management fee in the
 amount of One Hundred-Fifty Thousand and no/100 U.S. Dollars ($150,000.00) in
 advance for such month (the “Base
 Management Fee”). If the Term Commencement Date occurs on a
 date that is not the first calendar day of a calendar month, then the Base
 Management Fee will accrue from and including the Term Commencement Date
 until the end of the calendar month in which the Term Commencement Date
 occurs at a rate of $6,667.00 per day and be pro-rated on the basis of the
 number of calendar days during such calendar month, and such pro-rated Base
 Management Fee will be payable to Manager in advance on the Term Commencement
 Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           5.1.1.2
 As soon as practicable after the end of each Term
 Quarter, the Manager will calculate the Estimated Quarterly Incentive
 Management Fee for such Fiscal Quarter, and will promptly deliver notice of
 such calculation to the Owner. The Estimated Quarterly Incentive Management
 Fee (or undisputed portion thereof, if the Owner disputes such calculation)
 will be payable to the Manager on the fifteenth (15th) Business
 Day after the Manager delivers such calculation to the Owner. If the Owner
 does dispute such calculation in accordance with Section 5.1.1.4, then
 the disputed portion thereof (which may be the entire amount if the Owner, in
 good faith, maintains that no Estimated Quarterly Incentive Management Fee is
 payable) will remain in the Disbursement Account pending resolution of such
 dispute. 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           5.1.1.3
 As soon as EBITDA actually achieved with respect to
 the Facility for a Term Year has been ascertained, the Manager will calculate
 the resulting Reconciliation Amount, and will promptly deliver notice of such
 

 



 22









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 calculation to the Owner. If the Reconciliation Amount for a Term
 Year is a positive value, then the Manager will receive the Reconciliation
 Amount concurrent with the next scheduled payment of the Base Management Fee
 (or, if the Term has expired, within ten (10) calendar days after invoice to
 Owner therefor). If the Reconciliation Amount for a Term Year is a negative
 value, then the absolute value of such Reconciliation Amount will be set off
 against the immediately succeeding scheduled payments of the Management Fee
 until the entire amount of such Reconciliation Amount has been offset.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           5.1.1.4
 If the Owner, in good faith, disputes any
 calculation provided by the Manager pursuant to Section 5.1.1.2 or Section
 5.1.1.3, then the Owner will provide the Manager with written notice of
 such dispute within ten (10) Business Days, with such notice to provide the
 Owner’s calculation of the relevant amount in reasonable detail. The Parties
 will then promptly and in good faith strive to expeditiously resolve such
 dispute; provided, however, that any disputed calculations not so resolved
 within thirty (30) days after the date that the Owner has provided notice of
 the dispute may be submitted by either Party to binding arbitration in
 accordance with Section 13.2. 

 
	
  

 	
  

 	
  

 
	
  

 	
           5.1.2
 The Owner and Casino LLC authorize the Manager to disburse the Management Fee
 (as well as any Reconciliation Amount payable to Manager) to itself from the
 Disbursement Account in accordance with the terms and provisions of Section
 5.1.1 and Section 5.1.2, provided, however that such disbursements
 of the Management Fee from the Disbursement Account shall be made only to the
 extent that such payment would not cause the Bank Accounts to have a balance
 less than the Minimum Balance. Notwithstanding the foregoing or any other
 provision of this Agreement to the contrary, the Owner covenants to pay to
 the Manager the Management Fee (to the extent that the Management Fee owing
 to Manager is not disbursed to Manager from the Disbursement Account), within
 ten (10) calendar days after receipt of invoice therefor.

 


          5.2 Reimbursement of
Travel and Other Approved Expenses. The Owner agrees that upon the
presentation of appropriate invoices, the Owner will reimburse Manager for (i)
reasonable out-of-pocket “coach” class airfare and other travel expenses
necessary for Manager to perform its duties hereunder, including without
limitation, lodging, meals and rental cars, (ii) reasonable attorney fees and
expenses incurred in connection with the preparation and negotiation of this
Agreement or the performance of the Manager’s duties hereunder, (iii) other
expenses as agreed in writing by the Owner from time to time, and (iv) any
fees, charges, or other expenses incurred by Manager in connection with
obtaining any governmental or regulatory permit or license in connection with
the Manager’s fulfillment of its duties hereunder, as well as any excise or
similar tax that may be imposed upon the Manager with respect to the
fulfillment of its duties hereunder (provide, however, that in no event is the
foregoing to be interpreted as a requirement to reimburse the Manager for
amounts constituting income tax of the Manager). Notwithstanding the foregoing,
the Owner shall not be required to reimburse the Manager for any living
expenses of any of its employees or members. Any such reimbursements shall be
for the amount of the actual cost of the expense, without premium or markup.
Manager shall submit an invoice to the Owner on a monthly basis setting forth
the reimbursable expenses incurred by Manager in connection with Manager’s
performance of its obligations pursuant to 


 23





this Agreement. With respect to such reimbursable expenses, the invoice
shall include an itemized account of such expenses, together with reasonable
and appropriate documentation and receipts verifying the amounts of the
expenses. The Owner will pay the invoices submitted by Manager within ten (10)
calendar days of receipt by the Owner. 


          5.3 Calculation of
EBITDA and Base EBITDA.


	
  

 	
  

 
	
  

 	
           5.3.1 Adjustments
 Based on Audited Financial Statements. With respect to payments
 provided for under this Agreement (including, without limitation, the
 Estimated Quarterly Incentive Management Fee) that require a calculation of
 EBITDA for a particular period or of Base EBITDA, if audited financial
 statements prepared subsequent in time to such calculations show that
 adjustments to EBITDA for the particular period should be made, then either
 Party may send written notice of such fact to the other Party, and EBITDA for
 the particular period will be adjusted accordingly. If, based on any
 adjustment as described in this Section 5.3, (a) a reconciliation
 payment is owing to Manager, it will be paid to Manager concurrently with the
 next scheduled payment of the Base Management Fee, (b) a reconciliation
 payment is owing to Owner, it will be set off against the immediately
 succeeding scheduled payments of the Management Fee until the entirety of
 such reconciliation amount has been offset, and (c) a reconciliation payment
 is owing to either Party and cannot be paid in accordance with either (a) or
 (b), then such payment will be payable within ten (10) calendar days of
 receipt by the Party owing such payment of an invoice therefor. From and
 after any termination or expiration of this Agreement, the Owner will deliver
 to the Manager true and correct copies of all audited financial statements
 for the Facility for all periods covered by the Term promptly upon such
 audited financial statements becoming available. 

 
	
  

 	
  

 
	
  

 	
           5.3.2
 Casino Wagering Tax. The Parties agree that,
 notwithstanding any other term or provision of this Agreement to the
 contrary, for purposes of calculating the Incentive Management Fee, the
 Estimated Quarterly Incentive Management Fee, and any Reconciliation Amount,
 as the case may be, the Casino Wagering Tax will be calculated using the
 weighted average rate of the Casino Wagering Tax over the period with respect
 to which the Incentive Management Fee, Estimated Quarterly Incentive
 Management or any Reconciliation Amount is being calculated, and an equal
 rate will be applied as between each of the applicable comparison periods. 

 


Article 6


Intellectual Reservation; Confidentiality


          6.1
Name of the Facility. The Facility shall be
operated under the name “Greektown Casino-Hotel,” or such other business name
as may be approved by the Owner. 


          6.2 Marks.
The Manager hereby disclaims any right or interest in the Marks. The Manager
covenants that in the event of termination, cancellation or expiration of this
Agreement, whether as a result of a default by Owner or otherwise, the Manager
shall not hold itself out as the manager of the Facility, nor will it utilize
any Marks or any variant thereof in the name or 


 24





operation of any property. The Manager shall not use the Marks, or any
variation thereof, directly or indirectly, in connection with a private
placement or public sale of securities or other comparable means of financing
or press releases and other public communications related to the financial
performance of the Facility without the prior written approval of the Owner. 


          6.3 Litigation
Involving Marks. The Parties agree that, in the event the Owner and/or
Manager is or are the subject of any litigation or action brought by any party
seeking to restrain the use by a Party of any Mark (or other intellectual
property not proprietary to the Manager and used for or on or in connection
with the Facility), any such litigation or action shall be defended entirely by
the Owner, notwithstanding the possibility that the Owner is not named as a
party thereto. The Manager shall not have the right to bring suit against any
user of any of the Marks. In all cases, the conduct of any suit, whether
brought by Owner or instituted against a Party shall be under the absolute
control of counsel to be nominated and retained by Owner, notwithstanding the
possibility that the Owner is not named as a party thereto. 


          6.4 Other
Intellectual Property. The Owner shall control and have all right,
title, and interest in any other names, concepts or other forms of intellectual
property (including but not limited to game and systems licenses and software,
Player Lists and related information, internal casino controls, developed game
concepts, systems or other gaming or administrative improvement rights) to be
used, or actually used, or associated with the Facility, or any part thereof
and any use shall inure to the benefit of the Owner. The Owner shall have the
unlimited right to exploit these names, concepts and other forms of
intellectual property, now or hereafter, solely in connection with the
Facility. Notwithstanding anything herein to the contrary, Manager shall retain
all right, title and interest in any intellectual property used in connection
with the Facility and developed by the Manager (a) prior to the date that
Manager commenced the provision of consulting services to the Facility, or (b)
for use in its ordinary and customary business operations and not specifically
for use in connection with the Facility (the “Manager IP”). Manager hereby grants to the Owner during
the term of this Agreement and for a period of one (1) year thereafter, a
non-exclusive, royalty-free license to use the Manager IP (including any
employee manuals, employee training systems and materials) in connection with
the Facility. 


          6.5 Confidentiality.



	
  

 	
  

 
	
  

 	
           6.5.1
 Confidential Information. In connection with
 this Agreement, the Manager, on the one hand, and the Owner and/or Casino
 LLC, on the other hand, may disclose Confidential Information (as hereinafter
 defined) to the other. The Party (or Casino LLC, as applicable) disclosing
 Confidential Information is referred to herein as the “Discloser,” and the Party (or
 Casino LLC, as applicable) receiving Confidential Information is referred to
 herein as the “Recipient.”
 “Confidential Information”
 means information, advice or know-how, whether tangible or intangible and in
 whatever form or medium and however disclosed, provided or communicated, with
 respect to Discloser’s business, operations, technology or advice to
 Recipient, including financial information and business plans or projections,
 and is (i) proprietary to the Discloser; or (ii) designated as Confidential
 Information by Discloser, or from all the relevant circumstances should
 reasonably be assumed by the recipient thereof to be confidential and
 proprietary to Discloser. “Confidential Information” includes the terms and provisions
 of this Agreement, but does not include the existence of this Agreement (and 

 



 25









	
  

 	
  

 
	
  

 	
 without limitation of the foregoing, the Owner expressly consents to
 the Manager publicly disclosing and publicizing that it has entered into this
 Agreement with respect to the Facility). Further, “Confidential Information”
 shall not include information or data that: (w) is or becomes publicly known
 or available other than as a result of acts by Recipient in violation of this
 Agreement (which may include any publication of this Agreement by a
 Governmental Authority); (x) is known to or in the possession of Recipient
 prior to disclosure by Discloser; (y) is or becomes available to Recipient
 from third persons that to Recipient’s knowledge are not bound by a confidentiality
 agreement with Discloser prohibiting such disclosure; or (z) is independently
 created or developed by Recipient without the aid, application or use of the
 Confidential Information disclosed.

 
	
  

 	
  

 
	
  

 	
           6.5.2
 Non-Disclosure of Confidential Information. Recipient
 agrees that it will keep Confidential Information in strict confidence and
 not disclose Confidential Information to third parties (except as expressly
 provided below) and that Recipient will not use Confidential Information
 other than for the purpose of performing its obligations under this
 Agreement. Recipient additionally agrees that it will disclose Confidential
 Information only to those of its and its Affiliates’ and subsidiaries’
 employees, attorneys, directors, members, managers, accountants, financing
 sources and advisors (any such parties, “Representatives”)
 who need the Confidential Information to assist Recipient in performing its
 obligations under this Agreement, provided that such Representatives are
 advised of the requirements of this Agreement and agree to abide by its terms
 and to a potential acquiror that is subject to confidentiality restrictions
 at least as restrictive as those set forth herein. Recipient will be
 responsible for any violation of the terms of this Agreement by its employees
 whom Recipient has provided or disclosed Confidential Information. Without
 limitation of the foregoing, the Owner agrees that it will not disclose or
 share the Manager’s Confidential Information with any third-party contractors
 for the purposes of allowing such third parties to compete with the Manager
 or replicate tasks or services to be provided by the Manager hereunder;
 provided, however, that the foregoing shall not restrict the Owner or Casino
 LLC from using or disclosing Manager IP, subject to the confidentiality
 requirements included herein, for a period of one (1) year after the Term of
 this Agreement. 

 
	
  

 	
  

 
	
  

 	
           6.5.3
 Permitted Disclosures. Notwithstanding
 anything in this Section 6.5 to the contrary, and subject to all terms and
 provisions of this Section 6.5.3, a Recipient may disclose Confidential
 Information if necessary to comply with any applicable law, order,
 regulation, ruling, subpoena or order of a governmental authority or tribunal
 with competent jurisdiction; including, without limitation, as required under
 the provisions of applicable securities laws, rules and regulations and the
 regulations of any stock exchange on which the securities of the or direct or
 indirect beneficial owner of 100% of the equity securities of the Owner are
 listed or traded (“Securities Disclosure”).
 In the event that Recipient is so requested or required to disclose any
 Confidential Information, the Recipient shall to the extent permitted under
 applicable Legal Requirements and to the extent reasonably practicable
 promptly notify the Discloser of such request or requirement prior to
 disclosure so that Discloser may, if it so elects, seek an appropriate
 protective order or otherwise seek to contest, limit or protect the
 confidentiality of any such requested or required disclosure. 

 



 26









	
  

 	
  

 
	
  

 	
           6.5.3
 No License. No disclosure of Confidential
 Information to the Recipient will in any way be deemed a license or other
 grant of proprietary interest in Confidential Information. 

 


Article 7


Grounds for Termination


          7.1 Termination.
This Agreement may be terminated pursuant to the provisions of Article 4,
Section 7.2, Section 7.3, Section 7.4 or Section 14.6.



          7.2 Mutual
Termination. This Agreement may be terminated upon the mutual written
consent and approval of the Parties. 


          7.3 Owner’s Right to
Terminate Agreement. The Owner may terminate this Agreement by written
notice to the Manager: 


	
  

 	
  

 	
  

 
	
  

 	
           7.3.1 if Manager is
 in breach of a material obligation hereunder, and fails to cure such breach
 within 60 days after written notice of such breach from the Owner; provided,
 however, that if such breach is not reasonably susceptible to cure within
 such 60-day period, then such cure period will be extended for so long as Manager
 diligently and continuously pursues cure of such breach (but in no event will
 such cure period be extended for an additional 30 days without the Owner’s
 written consent); 

 
	
  

 	
  

 	
  

 
	
  

 	
           7.3.2 if the
 Manager, any executive officer of the Manager, Warner, or any entity in which
 Warner owns or controls more than twenty-five percent (25%) of the issued and
 outstanding voting equity or of which Warner is an executive officer or a
 manager is convicted of, or pleads nolo
 contendere (or a similar plea), to any felony; provided,
 however, that with respect to any such conviction of an executive officer
 of Manager (other than Warner) or any entity in which Warner owns or controls
 more than 25% of voting equity or of which Warner is an executive officer or
 a manager, Owner may not terminate this Agreement unless Manager or Warner
 fails to cure such breach within thirty (30) days after written notice from
 the Owner, which cure must (a) be made by disassociation or severance (e.g., termination of employment of the relevant
 executive officer, sale or transfer of the relevant equity interest,
 resignation as officer or manager from the relevant entity, etc.), and (b)
 allow for the Manager’s continued ability to perform its obligations
 hereunder in accordance with applicable Legal Requirements. 

 
	
  

 	
  

 	
  

 
	
  

 	
           7.3.3 if the
 Manager applies for or consents to the appointment of a receiver, trustee,
 liquidator or custodian of itself or of all or a substantial part of its
 assets, makes a general assignment for the benefit of its creditors, is
 dissolved or liquidated in full or in substantial part or becomes the subject
 of a case under the United States Bankruptcy Code or Warner becomes the
 subject of a case under the United States Bankruptcy Code; 

 
	
  

 	
  

 	
  

 
	
  

 	
           7.3.4 if the
 Manager or Warner is no longer permitted to provide the services hereunder
 pursuant to any Legal Requirement; 

 



 27









	
  

 	
  

 	
  

 
	
  

 	
           7.3.5 if, with
 respect to any period of twelve (12) consecutive calendar months during the
 Term commencing after the third (3rd) complete calendar month
 during the Term, EBITDA of the Facility for such period is less than (i)
 eight-tenths (0.8) multiplied by (ii) Base EBITDA; 

 
	
  

 	
  

 	
  

 
	
  

 	
           7.3.6 at any time
 after the fifteenth (15th) complete calendar month during the
 Term, upon payment to Manager of the Elective Termination Fee; 

 
	
  

 	
  

 	
  

 
	
  

 	
           7.3.7 if the Term
 Commencement Date does not occur on or before August 31, 2010; or 

 
	
  

 	
  

 	
  

 
	
  

 	
           7.3.8
 upon the occurrence of any of the following:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           7.3.8.1
 Warner ceases to directly or indirectly own a majority of the outstanding
 equity of Manager entitled to vote for the board of managers (or any other
 body with the power to direct the management and policies of Manager) or, if
 no board of managers or other such body exists, entitled to vote to direct
 the management and policies of Manager; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           7.3.8.2
 Manager directly or indirectly (A) consolidates or merges with or into any
 other entity or (B) sells, assigns, leases, transfers, conveys or otherwise
 disposes, in one or a series of transactions, of all or substantially all of
 the assets of Manager to any person or entity, unless (1) with respect to any
 such consolidation or merger, the Manager is the surviving entity or (2) the
 entity surviving such consolidation or merger (if Manager is not the
 surviving entity) or the entity to which such sale, assignment, lease,
 transfer, conveyance or disposition is made (x) is an entity with respect to
 which Warner directly or indirectly owns a majority of the outstanding equity
 entitled to vote for its board of directors (or any other body with the power
 to direct its management and policies) or, if no board of directors or other
 such body exists, entitled to vote to direct its management and policies and
 (y) assumes all of Manager’s obligations under this Agreement pursuant to
 documentation reasonably satisfactory to the Owner. 

 


In the event of the termination of this Agreement by the Owner under
this Section 7.3, (i) Manager shall not, prospectively from the date of
termination, have the right to accrual of its Management Fee, but such
termination shall not affect Manager’s rights relating to receipt and
reimbursement of amounts under this Agreement that are owing to Manager and
unpaid as of such termination, and (ii) Manager shall not be required to
perform any further services under this Agreement, except as provided pursuant
to Article 8; and further, for so long as Manager is performing its
obligations under Article 8, the Transition Per Diem will accrue to the
Manager and may be invoiced by Manager to Owner on a monthly basis, with such
invoice being payable within ten (10) calendar days of receipt. An election to
pursue damages or to pursue specific performance of this Agreement (to the
extent expressly provided for in Section 13.2) or other equitable
remedies while this Agreement remains in effect pursuant to the provisions
shall not preclude the Owner from providing notice of termination pursuant to
this Section 7.3. Neither 


 28





shall termination of this Agreement preclude initiation of an action
for damages under the provisions of Article 13. 


          7.4 Manager’s Right
to Terminate Agreement. Manager may terminate this Agreement by written
notice to the Owner if: 


	
  

 	
  

 
	
  

 	
           7.4.1 The Owner
 fails to pay any amount due to Manager hereunder when due (or causes a
 disbursement owing to Manager hereunder to not be made), and fails to cure
 the foregoing within thirty (30) days after written notice thereof; 

 
	
  

 	
  

 
	
  

 	
           7.4.2 The Owner is
 in breach of a material obligation hereunder (other than as set forth in Section
 7.4.1), and fails to cure such breach within sixty (60) days after
 written notice of such breach from Manager; provided, however, that if such
 breach is not reasonably susceptible to cure within such 60-day period, then
 such cure period will be extended for so long as Owner diligently and
 continuously pursues cure of such breach (but in no event will such cure
 period be extended for an additional 30 days without the Manager’s written
 consent); or 

 
	
  

 	
  

 
	
  

 	
           7.4.3 Manager has
 been notified by any regulatory agency that the performance by it of any
 obligation imposed by this Agreement will jeopardize the obtaining of or
 retention of any license, permit or approvals pursued or held by the Manager
 or any of its Affiliates in any jurisdiction. 

 


In the event of termination of this Agreement by Manager under this Section
7.4, Manager shall not be required to perform any further services under
this Agreement, except as provided pursuant to Article 8. Manager shall
have the right to its Management Fee accruing until the date of termination as
provided in Article 5, and, for so long as Manager is performing its
obligations under Article 8, the Transition Per Diem will accrue to the
Manager and may be invoiced by Manager to Owner on a monthly basis, with such
invoice being payable within ten (10) calendar days of receipt. An election to
pursue damages or to pursue specific performance of this Agreement (to the
extent expressly provided for in Section 13.2) or other equitable
remedies while this Agreement remains in effect pursuant to the provisions
shall not preclude the Manager from providing notice of termination pursuant to
this Section 7.4. Neither shall termination of this Agreement preclude
initiation of an action for damages under the provisions of Article 13. 


Article 8


Termination and Transition


          The
following terms and provisions will apply to any termination of this Agreement
(whether through expiration of the Term or otherwise): 


          8.1 Transition.
Manager will take reasonable steps for the orderly transition of management of
the Facility to the Owner or its designee(s) pursuant to a transition plan. If,
at least 180 days prior to the expiration of the Term, the Parties have not
agreed upon terms of a renewal of the Term or upon a new management agreement,
then the Owner and Manager shall agree upon a transition plan within 60 days.
The transition plan shall be implemented for a reasonable period, but in any
event not more than 120 days. With respect to any termination of 


 29





this Agreement prior to expiration of the Term, the Owner and the
Manager will negotiate towards a transition plan in good faith and in a manner
that is reasonable in light of the circumstances of such termination. Manager,
will, on expiration or termination of this Agreement, provide the Owner with
the data relating to the Facility’s customers, as such data appears in
Manager’s database, and such data shall be provided in machine readable form or
written form, at the election of the Owner. Manager will be prohibited from
using such information for any purpose after termination or expiration of this
Agreement. 


          8.2 Payments;
Property Interest. All amounts due to the Manager through the date of
termination shall be paid; and the Owner (or Casino LLC, as applicable) shall
retain title to Facility (including, without limitation, all Improvements,
supplies, Furnishings and Equipment, Marks, funds and accounts comprising the
Facility). 


          8.3 Manager’s
Obligations. In connection with the expiration and/or termination of
this Agreement, Manager shall: 


	
  

 	
  

 
	
  

 	
           8.3.1 deliver
 possession of the Facility to the Owner subject to rights of all parties in
 possession, in “as is” condition, without recourse or any warranty
 whatsoever; and 

 
	
  

 	
  

 
	
  

 	
           8.3.2 deliver to
 the Owner all books and records of the Facility. 

 


          8.4 Owner’s
Obligations. In connection with the expiration and/or termination of this
Agreement, the Owner will be solely responsible for and paying the costs of:  


	
  

 	
  

 
	
  

 	
           8.4.1 assuming and
 continuing performance under, or terminating, any agreements entered into in
 connection with the Facility; 

 
	
  

 	
  

 
	
  

 	
           8.4.2 all Facility
 Employees (except for any Facility Employees who are employees of the Manager
 or any Affiliate of the Manager) and Exempt Personnel, including the payment
 of any severance or other termination benefits in connection with the
 termination of any such employees; and 

 
	
  

 	
  

 
	
  

 	
           8.4.3 cooperating with
 Manager (and any of Manager’s suppliers or vendors, as applicable) to permit
 the removal of any proprietary system owned or licensed to Manager or
 Manager’s Affiliates at the Facility, provided, however, that such equipment
 shall be removed from the Facility by Manager within ten (10) Business Days
 after termination or expiration or this Agreement and provided further that
 the Owner will not be responsible for any damage to such equipment caused by
 such removal (except to the extent of the negligence or intentional
 misconduct of the Owner or Casino LLC). 

 


          8.5
Survival of Provisions. Any covenant, term or
provision of this Agreement which, in order to be effective, must survive the
termination of this Agreement (including, without limitation, the last sentence
of Section 5.3, the provisions of this Article 8 and the
provisions of Article 12 and Article 13), shall survive any such
termination.  


 30





Article 9


Consents and Approvals


          9.1 Owner.
Where approval or consent or other action of the Owner is required, such
approval shall mean the written approval of the Owner’s Representative, who, as
between Owner and Manager, shall be provided with all requisite corporate
authority to act on behalf of Owner for purposes of this Agreement. 


          9.2 Manager.
Where approval or consent or other action of Manager is required, such approval
shall mean the written approval of the Manager’s Representative, who, as
between Manager and Owner, shall be provided with all requisite corporate
authority to act on behalf of Manager for purposes of this Agreement. 


Article 10


Manager Background Investigations


          10.1 Parties in
Interest. Manager represents and warrants that as of the Execution
Date, all of the members and managers of Manager have been disclosed to the
Owner. Manager represents and warrants that no owner of equity interests in
Manager, nor any manager of Manager, has been arrested, indicted for, convicted
of, or pleaded nolo contendere
(or any similar plea) to any felony or any gaming offense. 


          10.2 Covenants.
Manager agrees that all of its managers and members shall: 


	
  

 	
  

 
	
  

 	
           10.2.1 consent to
 background investigations to be conducted by the MGCB or any law enforcement
 authority to the extent required by Gaming Act; 

 
	
  

 	
  

 
	
  

 	
           10.2.2 be subject to
 licensing requirements in accordance with the Gaming Act and this Agreement; 

 
	
  

 	
  

 
	
  

 	
           10.2.3 cooperate
 fully with such investigations; and 

 
	
  

 	
  

 
	
  

 	
           10.2.4 disclose any
 information requested by the MGCB which would facilitate the background and
 financial investigation. 

 


          10.3
Costs of Background Investigation and Licensing. All
fees, charges, or other expenses incurred in connection with the Manager’s
obtaining any governmental or regulatory permit or license in connection with
the Manager’s fulfillment of its duties hereunder, including all costs of
background investigations of the Manager, will be borne by the Owner, and to
the extent the Manager incurs any out-of-pocket expenses in connection with the
foregoing, the Owner will reimburse the Manager within twenty (20) calendar
days after receipt of invoice from Manager.


 31






Article 11


No Present Lien, Lease or Joint Venture


          The Parties
agree and expressly warrant that this Agreement is not a mortgage or lease and,
consequently, does not convey any present interest whatsoever in the
Improvements or the Facility. The Parties further agree and acknowledge that it
is not their intent, and that this Agreement shall not be construed, to create
a joint venture between the Owner and Manager; rather, Manager shall be deemed
to be an independent contractor for all purposes hereunder.


Article 12


Indemnification; Limitation of Liability


          12.1 Indemnification by Owner. The Owner hereby
agrees to indemnify and hold Manager, its members, principals, managers,
officers and employees, and the Affiliates of all of them (the “Manager Indemnitee Parties”),
harmless from and against any and all claims, liabilities, damages, losses,
costs or expenses (including costs and expenses incurred in defending against
the foregoing, “Losses”)
incurred by or sustained by any such Manager Indemnitee Party arising out of or
as a result of the Manager’s entering into this Agreement and performing its
obligations hereunder, except to the extent of Losses caused by the negligence
or intentional misconduct of the Manager.


          12.2 Indemnification by Manager. The Manager shall
indemnify and hold the Owner and its members, principals, managers, officers
and employees, and the Affiliates of all of them (the “Owner Indemnitee Parties”), harmless from
and against any and all Losses incurred by or sustained by any such Owner
Indemnitee Party arising out of or as a result of the gross negligence or
intentional misconduct of the Manager, including, with respect to actions,
inactions or decisions made by the Manager in connection with any personnel matters. 


          12.3 Limitation of Liability. NO PARTY HERETO SHALL BE LIABLE TO ANY OTHER PARTY HERETO FOR ANY
PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES.


Article 13


Governing Law; Dispute Resolution


          13.1
Governing Law. This Agreement and the rights
and obligations of the Parties shall be construed and governed by the laws of
the State of Michigan.


          13.2
Binding Arbitration. Each Party shall have the
right to apply to a court of law to enjoin any breach of the last sentence of Section
2.2, Section 2.5, Section 2.6, Section 6.2, Section
6.4, or any other provision of this Agreement to the extent that monetary
damages or other remedies at law would not be an adequate remedy and injunctive
or similar relief is necessary to prevent irreparable damage or injury to the
Party seeking such injunctive or similar relief. Excepting the right of a party
to seek such relief, all claims and matters in question arising 


 32





out of this Agreement or the relationship between the Parties created
by this Agreement, whether sounding in contract, tort or otherwise, shall be
resolved by binding, self administered arbitration pursuant to the Commercial
Arbitration Rules of the American Arbitration Association (“AAA”), and all such proceedings shall
be subject to the Federal Arbitration Act. There shall be three arbitrators.
Each party shall designate an arbitrator within 30 days of the notification of
a party’s intent to proceed with arbitration. The two arbitrators so designated
shall elect a third arbitrator, who shall be neutral, and shall be a person who
has at least eight years professional experience in the casino gaming industry
and who has not previously been employed by either Party and does not have a
direct or indirect interest in either Party or the subject matter of the
arbitration. If either Party fails to designate an arbitrator within the time
specified or the two Parties’ arbitrators fail to designate a third arbitrator
within 30 days of their appointment, the remaining arbitrator(s) shall be
appointed by the AAA. Each Party shall pay for the expenses incurred by its
designated arbitrator and the costs of the third, neutral arbitrator shall be
divided between the Parties. Only damages allowed pursuant to this agreement
may be awarded and, without limitation of the foregoing, the arbitrators shall
have no authority to award damages contravening in any way the limitation of
liability agreed to by the Parties in Section 12.3. The arbitration
panel shall apply the laws of the state of Michigan. The arbitration shall take
place in Detroit, Michigan.


          13.3
Waiver of Jury Trial. EACH PARTY HERETO EXPRESSLY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY JUDICIAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY TRANSACTION (AS DEFINED IN THIS AGREEMENT) AND
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S
ENTERING INTO THIS AGREEMENT.


          13.4
Remedies Not Exclusive. Subject in all respects
to the limitation of liability agreed to by the Parties in Section 12.3, the
remedies provided in this Agreement are cumulative and not exclusive of any
remedies provided by law. 


Article 14


Miscellaneous


          14.1
Notice. Notices permitted or required to be
given hereunder shall be deemed sufficient if given by registered or certified
mail, postage prepaid, return receipt requested, addressed to the respective
addresses of the applicable parties or at such other addresses as the
respective parties may designate by like notice from time to time. Notices so
given shall be effective upon receipt by the party to which notice is given.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If to the Owner:

 	
  

 	
 If to Manager:

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Greektown Casino, L.L.C.

 	
  

 	
 WG-Michigan, LLC

 	
  

 
	
  

 	
 555 East Lafayette

 	
  

 	
 8912 Spanish Ridge Avenue

 	
  

 
	
  

 	
 Detroit, Michigan 48226

 	
  

 	
 Suite 120

 	
  

 
	
  

 	
 Attention: Cliff Vallier

 	
  

 	
 Las Vegas, NV 89148

 	
  

 
	
  

 	
  

 	
  

 	
 Attention: William W. Warner

 	
  

 



 33






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 -with a copy to-

 	
  

 	
 -with a copy to-

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dechert LLP

 	
  

 	
 Warner Gaming, LLC

 	
  

 
	
  

 	
 1095 Avenue of the Americas

 	
  

 	
 8912 Spanish Ridge Avenue

 	
  

 
	
  

 	
 New York, New York 10036

 	
  

 	
 Suite 120

 	
  

 
	
  

 	
 Attn:

 	
 Allan S. Brilliant, Esq.

 	
  

 	
 Las Vegas, NV 89148

 	
  

 
	
  

 	
  

 	
 Richard A. Goldberg, Esq.

 	
  

 	
 Attn: General Counsel 

 	
  

 


          14.2
Representations and Warranties as to Authority and Other Matters. Each
Party represents and warrants to the other Party as follows:


	
  

 	
  

 
	
  

 	
           14.2.1
 such
 representing Party is (a) duly organized (if a limited-liability company) or
 incorporated (if a corporation) and is in good standing in the state of its
 organization or formation, as applicable, and (b) duly registered and in good
 standing as a foreign limited-liability company or a foreign corporation, as
 applicable, in the state of Michigan; 

 
	
  

 	
  

 
	
  

 	
           14.2.2
 such
 representing Party has the full legal right, power and authority and has
 taken all action necessary to enter into this Agreement, to perform its
 obligations hereunder, and to consummate all other transactions contemplated
 hereby;

 
	
  

 	
  

 
	
  

 	
           14.2.3
 the
 person executing and delivering this Agreement is duly authorized to execute
 and deliver this Agreement on behalf of such representing Party;

 
	
  

 	
  

 
	
  

 	
           14.2.4
 this
 Agreement has been duly executed and delivered by such representing Party and
 constitutes a valid and binding obligation of such representing Party,
 enforceable against it in accordance with its terms; and

 
	
  

 	
  

 
	
  

 	
           14.2.5
 the
 execution and delivery of this Agreement, the performance by such
 representing Party of its obligations hereunder, and the consummation by such
 representing Party of the transactions contemplated hereby will not violate
 any contract or agreement to which such representing Party or any of its
 Affiliates is a party or any law, regulation, rule or ordinance or any order,
 judgment or decree of any federal, state, or local court or require any
 regulatory approval beyond those contemplated herein.

 



 34





          14.3
Defense.


	
  

 	
  

 
	
  

 	
           14.3.1 Each
 Party shall notify the other Party hereto within five (5) Business Days of
 becoming aware of any legal claim which may be brought by a third party
 arising out of the operation of the Facility or the subject matter of this
 Agreement. The Parties agree that the Owner shall defend any litigation or
 action brought by any Party for a claim in connection with the Facility or
 the subject matter of this Agreement (except for any disputes by and among
 the Parties, which will be subject to the dispute resolution procedures of Article
 13 of this Agreement) notwithstanding that the Owner may not be named as
 a party thereto; provided, however, that the Manager, at the Manager’s expense
 may engage separate legal counsel to represent its interest with respect to
 any such litigation or claim.

 
	
  

 	
  

 
	
  

 	
           14.3.2 All
 liabilities, costs and expenses, including reasonable attorneys’ fees and
 disbursements incurred in defending and/or settling any such claim or legal
 action which are not covered by insurance (regardless of whether payment has
 been made under such insurance) shall be an Operating Expense. Any settlement
 of a third party claim or cause of action shall require the approval of the
 Owner.

 


          14.4
Force Majeure. Neither Party shall be in
default in the performance of its obligations under this Agreement if such
failure of performance is due to causes beyond its reasonable control,
including acts of God, war, fires, floods, or accidents causing damage to or
destruction of the Facility, or any other causes, contingencies, or
circumstances not subject to such Party’s reasonable control which prevent or
hinder performance of this Agreement; provided, however, in no event will the
provisions of this Section 14.4 excuse an obligation of a Party to make
a payment as required in accordance with the terms and provisions of this
Agreement.


          14.5
Waivers. No failure or
delay by Manager or the Owner to insist upon the strict performance of any
covenant, agreement, term or condition of this Agreement, or to exercise any
right or remedy consequent upon the breach thereof, shall constitute a waiver
of any such breach or any subsequent breach of such covenant, agreement, term
or condition. No covenant, agreement, term, or condition of this Agreement and
no breach thereof shall be waived, altered or modified except by written
instrument. No waiver of any breach shall affect or alter this Agreement, but
each and every covenant, agreement, term and condition of this Agreement shall
continue in full force and effect with respect to any other then-existing or
subsequent breach thereof.


          14.6
Severability. If any of the terms or provisions
hereof shall be held invalid or unenforceable, such terms or provisions will be
deemed reformed (without requirement of the execution of an amendment by the
Parties hereto) to the extent required for such term or provision to be held
valid or enforceable, as applicable; and further, no such invalidity or
unenforceability shall affect any of the other terms or provisions hereof.
Notwithstanding the foregoing, however, if any material part of a Party’s
rights under this Agreement shall be declared invalid or unenforceable
(including without limitation Manager’s right to receive its Management Fee)
the party whose rights have been declared invalid or unenforceable shall have 


 35





the option to terminate this Agreement upon thirty (30) days written
notice to the other party, without liability on the part of the terminating
party. 


          14.7
Third Party Beneficiaries. This Agreement is
exclusively for the benefit of the Parties hereto and it may not be enforced by
any party other than the Parties to this Agreement, the Manager Indemnitee
Parties under Section 12.1 and the Owner Indemnitee Parties under Section
12.2 and shall not give rise to liability to any third party other than the
authorized successors and assigns of the parties hereto as such are authorized
by this Agreement.


          14.8
Brokerage. Each Party hereby agrees to
indemnify and hold the other Party hereto harmless from and against any and all
claims, loss, liability, damage or expenses (including reasonable attorneys’
fees) suffered or incurred by the other Party as a result of a claim brought by
a person or entity engaged or claiming to be engaged as a finder, broker or
agent by the indemnifying Party. 


          14.9
Time is of the Essence. Time is of the essence
in the performance of this Agreement; provided, however, that
whenever any determination is to be made or action is to be taken on a date
specified in this Agreement, if such date shall fall on a Saturday, Sunday or
legal holiday under the laws of the State, or the United States, then in such
event said date shall be extended to the next day which is not a Saturday,
Sunday or legal holiday.


          14.10
Successors, Assigns, and Subcontracting. Except
as expressly provided otherwise herein, none of the Parties hereto may assign
or subcontract its rights, responsibilities or duties under this Agreement. Any
assignment or purported assignment made in violation of the foregoing will be
void. Contracts entered into by the Manager on behalf of the Owner or Casino
LLC (as expressly provided for in this Agreement) will not be deemed to be
“subcontracting” for purposes of this Section 14.10. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


          14.11
Amendments. No amendment or modification of any
provision of this Agreement shall be effective unless the same shall be in
writing signed by the Manager and the Owner, and, to the extent required by
applicable law, approved by the MGCB. 


          14.12
Entire Agreement. This Agreement (including all
exhibits hereto) constitute the entire understanding and agreement of the
Parties with respect to the Facility and supersede all other prior agreements
and understandings, written or oral, between the parties with respect thereto,
including, without limitation, the Consulting Agreement, dated February 8,
2010, between the Manager and Casino LLC.


          14.13
Government Savings Clause. Each of the Parties
agrees to execute, deliver and, if necessary, record any and all additional
instruments, certifications, amendments, modifications and other documents as
may be required by the State, the MGCB, or any applicable statute, rule or
regulation in order to effectuate, complete, perfect, continue or preserve the
respective rights, obligations, liens and interests of the parties hereto to
the fullest extent permitted by law; provided, that any such additional
instrument, certification, amendment, modification or other document shall not
materially change the respective rights, remedies or obligations of the Owner
or Manager under this Agreement or any other agreement or document related
hereto.


 36






          14.14
Preparation of Agreement. This Agreement was
drafted and entered into after careful review and upon the advice of competent
counsel for the Parties; it shall not be construed more strongly for or against
any Party.


          14.15
Counterparts. This Agreement may be executed in
any number of counterparts, including by facsimile or other electronic
transmission, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. 


          14.16
Interest. Any amounts payable hereunder that
are not paid when due (other than amounts payable which are being disputed by
Owner in good faith) shall accrue interest at the rate of interest payable by
the Owner on its revolving loan from the date such payment was due until the
date paid in full.


          14.17
Joinder by Casino LLC. By joining in the
execution of this Agreement below Casino LLC (a) undertakes joint and several
liability with Owner (and Owner agrees to such joint and several liability)
with respect to all payment, reimbursement and indemnification obligations of
the Owner to the Manager provided for in this Agreement, including, without
limitation, any obligations of the Owner to pay damages in connection with a
default by Owner under this Agreement; (b) agrees to be bound by and perform
all agreements and covenants of the Owner set forth in Section 2.3, Section
2.4, Section 2.5, Section 2.6, Section 2.10, Section
3.2.2, Section 3.4.1, Section 3.4.3, Section 5.1.2,
and Section 6.5; and (c) agrees to the application of the provisions of Section
2.8, Section 12.3 and Article 13 in connection with the
obligations and agreements undertaken by Casino LLC pursuant to the joinder in
this Section 14.17. 


 [signature page
follows]


 37






          IN WITNESS
WHEREOF, the Parties hereto have executed this Agreement as of the Execution
Date. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Owner

 	
 Manager

 
	
  

 	
  

 
	
 Greektown
 Superholdings, Inc.

 	
 WG-Michigan,
 LLC

 
	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 	
 WILLIAM W. WARNER, Manager

 
	
  

 	

 


 	
  

 	
  

 	
  

 



	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 
	
 Casino LLC for the limited purposes

 described in Section 14.17

 	
  

 
	
  

 	
  

 
	
 Greektown
 Casino, L.L.C.

 	
  

 






	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 



	
  

 	
  

 	
  

 
	
 Name:

 	
  

 	
  

 
	
  

 	

 


 	
  

 



	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 
	
 Schedules

 	
  

 
	
  

 	
  

 
	
 Schedule A

 	
 Facility
 Management Structure

 
	
  

 	
  

 
	
 Schedule B

 	
 Exempt
 Personnel

 



 38





JOINDER BY WILLIAM W. WARNER


          The
undersigned WILLIAM W. WARNER hereby joins in the execution of the foregoing
Agreement for the sole purposes of: 


          (1)
agreeing to personally perform and be bound by the obligations expressly
undertaken by Warner pursuant to Section 2.9 (which incorporates
covenants under Section 2.7 and Section 2.8 by reference); 


          and 


          (2)
agreeing to the application of the provisions of Section 2.6, Section 2.7 and
Article 13 in connection with the obligations undertaken by the undersigned
pursuant to this Joinder.  


          THE
UNDERSIGNED JOINS IN THE EXECUTION OF THIS AGREEMENT SOLELY FOR THE PURPOSES
EXPRESSLY STATED UNDER THE HEADING “JOINDER BY WILLIAM W. WARNER” AND FOR NO
OTHER PURPOSES, AND UNDERTAKES NO LIABILITY OR OBLIGATIONS IN CONNECTION WITH
THIS AGREEMENT OTHER THAN AS EXPRESSLY PROVIDED UNDER THE HEADING “JOINDER BY
WILLIAM W. WARNER.” 


	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 WILLIAM W.
 WARNER 

 



 39





Schedule A


Facility Management Structure


See attached.


A-1