Exhibit 10.6


CONSULTING AGREEMENT


          This
CONSULTING AGREEMENT (this
“Agreement”) is entered into as of the 12th day of February, 2010, by and
between GREEKTOWN CASINO, L.L.C.,
a Michigan limited liability company and a debtor and debtor-in-possession
under Chapter 11 of 11 U.S.C. §§ 101-1532 (as amended from time to time, the
“Bankruptcy Code”) (the “Company”), and WG-MICHIGAN,
LLC, a Nevada limited liability company (the “Consultant”). 


W I T N
E S S E T H:


          WHEREAS, the Company desires to engage the
Consultant to perform certain consulting services for the Company in connection
with the Greektown Casino and Hotel facilities located in Detroit, MI (the
“Facility”); and 


          WHEREAS, the Consultant desires to perform
such services for the Company, subject to the terms and provisions contained
herein; 


          NOW,
THEREFORE, in consideration of the mutual promises and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Consultant agree as follows: 


          1.
Term and Termination.


          (a)
The term of this Agreement (the “Term”) shall commence on the date (the
“Effective Date”) that the Consultant receives (i) all necessary approvals from
the Michigan Gaming Control Board and its designees (collectively, the “Board”)
to provide the Services (defined below) and (ii) the approval of the
Consultant’s retention by an order of the Bankruptcy Court, and shall expire
upon the earlier of (x) a sale of substantially all of the assets of the
Company pursuant to Section 363 of the Bankruptcy Code, (y) the effective date
of a plan of reorganization or liquidation, or (z) September 1, 2010; provided
that, so long as this Agreement has not been terminated pursuant to Section
1(a) or Section 1(b), the Term shall automatically be extended on a month to
month basis until either party gives the other party 10 days prior written
notice of termination of this Agreement. 


          (b)
The Term may be terminated at anytime by either party with or without cause
upon ten (10) calendar days’ prior written notice to the other party. 


          (c)
Upon the expiration or sooner termination of this Agreement, the Consultant
shall transfer, assign and make available to the Company or the Company’s
representative all property and materials in the Consultant’s possession or
control belonging to the Company including any Work Product (as defined below)
and any other materials developed by the Consultant in connection with the
Consultant’s performance of this Agreement. 


          2.
Services. During the Term,
the Consultant shall provide consulting services to the Company with respect to
operational matters pertaining to the Facility including but not limited to the
services set forth on Appendix A and such other services as the Parties
may 


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mutually agree
in writing from time to time (the “Services”). The Services shall be performed
on behalf of the Consultant primarily by Salvatore Semola, the president of the
Consultant, and such other employees of the Consultant as Mr. Semola desires,
provided however, Mr. Semola will devote no less than forty (40) hours per week
towards providing the Services (except for a reasonable amount of sick days,
holidays, and vacation days) and the other employees shall devote no less than
one-hundred and fifty (150) hours, in the aggregate, per month towards
providing the Services, all with presence at the Facility as needed.  


          3.
Reporting Structure. The
Consultant shall report directly to the management board of the Company. The
Consultant will provide the Company with the written materials and verbal
assessments covering the Services no less frequently than on a monthly basis,
and shall also provide weekly updates to such monthly materials to the extent
practical. In addition, the Consultant shall (a) hold weekly calls to report to
the management board of the Company the status of the performance of the
Services and the Company’s operations, (b) respond promptly and in good faith to
all reasonable requests of any of the management board of the Company, and (c)
upon at least 2 days prior written request of the management board of the
Company, use its commercially reasonable best efforts to make its employees
available at the Company’s offices to meet in-person with the management board
of the Company. 


          4.
Payment. As consideration
for the Services provided hereunder, the Company shall pay the Consultant a
fixed fee of Two Hundred Thousand Dollars ($200,000) per calendar month (the
“Fee”), to be paid monthly in advance during the Term; provided however,
the Fee shall be pro-rated for any partial months. 


          5.
Fees Payable Upon Termination.


                    a)
In the event that this Agreement is terminated by the Company due to the
Consultant’s material breach of this Agreement or pursuant to Sections 1(a)(x),
(y) or (z), the Consultant shall be entitled to the payment by the Company’s
bankruptcy estate (or its successor) of: (i) the fees that have been earned in
accordance with the terms of this Agreement but unpaid as of the date of such
termination, and (ii) expenses to be reimbursed hereunder and incurred by the
Consultant as a result of the Services provided prior to the date of such
termination. 


                    b)
In the event that this Agreement is terminated by the Company for any reason
other than the Consultant’s material breach of this Agreement or pursuant to
Sections 1(a)(x), (y) or (z), the Consultant shall be entitled to the payment
by the Company’s bankruptcy estate (or its successor) of: (i) the fees that
have been earned in accordance with the terms of this Agreement but unpaid as
of the date of such termination, (ii) expenses to be reimbursed hereunder and
incurred by the Consultant as a result of the Services provided prior to the
date of such termination, and (iii) in the event that such termination date is
prior to the six month anniversary of the Effective Date, an amount equal to
the fees that would have been payable to Consultant for the lesser of the
following periods: (a) such termination date through September 1, 2010 and (b)
three (3) months. 


          6.
Reimbursement of Expenses.
The Company shall reimburse the Consultant for those reasonable and necessary
third party expenses incurred by the Consultant in connection 


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with its
performance of the Services and approved by the Company, which approval will
not be unreasonably withheld. The Consultant shall submit to the Company an
invoice which will include a list of any expenses for which payment is
requested (together with appropriate evidence or receipts therefore), which
list shall include the amount of each expense and enough specificity to
determine the nature of each expense. The Company agrees to pay such invoice
within thirty (30) calendar days of receipt. The Consultant and its employees
shall (i) for overnight stays in Detroit, stay onsite at the Facility (to the
extent available), and (ii) eat at the Facility, when possible. The Consultant
shall also be entitled to reimbursement for (i) travel expenses (including
airfare provided by a standard commercial airline, but only sitting in coach
class) of its employees incurred in connection with travel to and from the
Facility, and (ii) costs of application for and pursuit of any and all required
gaming licenses and permits and reasonable attorneys’ fees incurred in
connection with the procurement of such licenses and permits. 


          7.
Independent Contractor. The
Consultant acknowledges that it (and its employees, agents and representatives)
shall be deemed to be, and shall be, an independent contractor, and shall not
be entitled to any benefits applicable to the Company’s employees. Nothing
herein shall be construed as creating a relationship of employer and employee
between the Company and the Consultant, or between the Company and any of the
Consultant’s employees, or any partnership relationship between the Company and
the Consultant or between the Company and any of the Consultant’s employees.
All personnel and employees provided by the Consultant with respect to the
Services shall be and remain employees of the Consultant and not employees of
the Company, and in no event shall the Company be deemed or construed for any
purpose to be an employer or co-employer of any such personnel. The Consultant
shall maintain and exercise control over each of its employees and personnel
provided by the Consultant in connection with the Services, and shall cause its
officers, directors and employees to comply with the terms of the provisions set
forth herein. Neither the Consultant nor any of its personnel shall be deemed
to be an agent, employee, officer or director of the Company. In making
decisions with respect to consulting with the Company under this Agreement or
taking any other action related to or in connection with this Agreement, the
Consultant shall not be deemed to be in control of the operations of the
Company’s facility, or to have any liability whatsoever with respect to the
operation or management of the Company’s facility. 


          8.
Consultant’s Taxes. All
amounts paid to the Consultant hereunder shall be reported to the Internal
Revenue Service on a Form 1099, and the Consultant shall be obligated to pay
any and all federal, state, local or other income taxes and all employment and
other taxes due thereon. 


          9.
No Authority to Bind the Company.
All Services provided by the Consultant shall be performed by the Consultant
directly and independently and not as an agent, employee or representative of
the Company. This Agreement is not intended to and does not constitute, create
or otherwise give rise to a joint venture, partnership or other type of
business association or organization of any kind by or between the Company and
the Consultant. Specifically, and without limitation, the Consultant has no
power or authority to contract for, or bind, the Company in any manner. 


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          10.
Exclusivity. During the
Term of this Agreement and 60 days thereafter (the “Exclusivity Period”), the
Consultant shall not, directly or indirectly, accept any position or
affiliation with, or render any services for or on behalf of, any casino
located in the Detroit Metropolitan Market (as defined below) not owned or
operated by the Company. For purposes of this Agreement, “Detroit Metropolitan
Market” shall mean the City of Detroit, Michigan, and the area within a one
hundred (100) mile radius from the Facility. The Consultant agrees that the
conditions set forth herein are reasonable and necessary to preserve and
protect the legitimate business interests of the Company, do not impose an
undue hardship on the Consultant, are not injurious to the public, and shall be
binding for the time period specified. In the event the Consultant breaches any
term or provision of this Section 10, then the Exclusivity Period shall be
extended to compensate the Company for the time period the Consultant was in
violation of such provision. If a court of competent jurisdiction declares that
any term or provision of this Section 10 is invalid or unenforceable, the
Company and the Consultant agree that the court making the determination of
invalidity or unenforceability shall reduce the scope, duration, or area of the
term or provision, to delete specific words or phrases, or to replace any
invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this Agreement will be
enforceable as so modified after the expiration of the time within which the
judgment may be appealed. 


          11.
Regulatory Considerations.
The Consultant acknowledges that, as a consequence of entering into this
Agreement with the Company, the Consultant is subject to the jurisdiction of
the Board and must comply with the Michigan Gaming Control and Revenue Act, MCL
432.201, et. seq., as amended, supplemented, or construed (the “Act”), and the
rules (the “Rules”), regulations, resolutions, and orders promulgated pursuant
thereto, plus such other requirements, if any, as are imposed by the Board from
time to time (all of the foregoing, collectively, the “MGCB Requirements”) and
the Consultant knows of no reason why it, Mr. Semola or any of its employees
will not be able to satisfy the MGCB Requirements during the Term of this
Agreement. Accordingly, the Consultant agrees as follows: 


                    a)
Beginning immediately upon the execution of this Agreement, the Consultant
shall promptly comply with the MGCB Requirements and shall cause such compliance
by its key persons and others retained by the Consultant in connection with its
obligations under this Agreement. The Consultant shall cooperate with and
promptly provide information and assistance to the Board and the Company
regarding this Agreement and its implementation, including without limitation,
preparing and supplying requested disclosure and registration materials and
reports to the Board (and those that may be reasonably requested by the
Company). The Consultant shall also allow the Board to inspect the books and
records of the Consultant that pertain directly or indirectly to this
Agreement. 


                    b)
If the Board disapproves of or orders termination of this Agreement, for any
reason, including, without limitation, a finding that this Agreement does not
comply with the MGCB Requirements or that the Consultant or any person
associated with the Consultant, or any of their respective affiliated
companies, is/are unsuitable or is/are otherwise prohibited from doing business
with the Company, the Company shall be entitled to terminate this Agreement
immediately and without further obligation. Neither the Company nor any of its
members (direct 


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or indirect)
or employees shall have any liability to the Consultant or anyone else for any
consequences, losses or damages of any nature suffered or incurred by reason of
such disapproval or termination. 


                    c)
The Company’s liability under this Agreement in the event of its default
hereunder shall be limited to the amount it is obligated under this Agreement
to pay for Consultant’s Services (including any termination payment under
Section 5). 


                    d)
Consultant acknowledges that the Company operates under privilege licenses in a
highly regulated industry and maintains a compliance program to protect and
preserve its name, reputation, integrity, and good will through a thorough
review and determination of the integrity and fitness, both initially and
thereafter, of persons or companies with which it associates or contracts. This
Agreement and the association of the parties are contingent on the continued
approval under the compliance program of the Company. The Consultant shall
cooperate with the Company as reasonably requested and provide such information
as it may reasonably request on appropriate notice. The Company may terminate
this Agreement in the event that it or its compliance committee discovers facts
with respect to the Consultant that would, in the opinion of the Company,
jeopardize the gaming licenses, permits, or status of the Company, with any
gaming commission, board, or similar regulatory or law enforcement authority.
In addition, if the Board withdraws its approval of this Agreement pursuant to
this Section 11, then the Company may terminate this Agreement immediately, and
thereafter neither party shall have any additional rights or obligations
hereunder except for those that expressly survive the expiration or earlier
termination hereof. Performance of this Agreement is contingent upon obtaining
any and all necessary initial and continuing approval required by any
regulatory agency with jurisdiction over the subject matter of this Agreement.
In addition, the Company and the Consultant each hereby acknowledges that it is
illegal for a denied license applicant or a revoked licensee (pursuant to the
laws, rules and regulations of the State of Michigan and other gaming
authorities), or a business organization under the control of a denied license
applicant or a revoked licensee, to enter into, or attempt to enter into, a
contract with the other party without the prior approval of the appropriate
gaming authorities. The Company and the Consultant each hereby affirms,
represents and warrants to the other party that it is not a denied license
applicant, a revoked licensee, or a business organization under the control of
a denied license applicant or a revoked licensee, and the Company and the
Consultant each hereby agree that this Agreement is subject to immediate
termination by the other party (without any liability to either party) if it
should become a denied license applicant, a revoked licensee or a business
organization under the control of a denied license applicant or a revoked
licensee. 


          12.
Compliance with Laws; Cooperation.
The Consultant shall fully comply with all applicable federal, state and local
laws, rules and regulations in performing the Services. The Consultant shall
(a) fully cooperate with the Company in any investigation(s) it may conduct
concerning the Company’s account with the Consultant (i.e., interviews and
audits) and (b) allow the Company full access to the Consultant’s accounting
records relating to the Company. 


          13.
Non-Solicitation. During
the Term hereof and for a twelve (12) month period thereafter, neither party
shall directly or indirectly employ, cause to be employed, solicit or 


5






recruit for
employment (whether as employee, consultant or otherwise), or encourage to
leave employment with the other party, any employee of the other party (or any
former employee whose employment terminated within the previous six months)
without the other party’s prior written consent; provided however,
that the foregoing will not be deemed to prohibit general advertisements or
solicitations that are not specifically directed to employees of the other
party or its subsidiaries or affiliates. 


          14.
Remedies Upon Breach of Section 10 and 13.
Each party acknowledges that its obligations pursuant to Section 10 and 13 of
this Agreement will survive the termination of this Agreement. In addition to,
and not in limitation of, the provisions of Sections 10 and 13 of this
Agreement, each party agrees that any breach of this Agreement by the other
party will cause irreparable damage to the non-breaching party. In the event of
such breach, such non-breaching party shall have, in addition to any and all other
legal remedies, the right to a temporary restraining order, an injunction,
specific performance or other equitable relief to prevent the violation of any
obligations under this Agreement, without the necessity of proving irreparable
harm or posting a bond. In the event the non-breaching party takes action to
enforce the obligations set forth in Sections 10 and 13 of this Agreement, the
breaching party agrees to reimburse the non-breaching party for any fees and
expenses (including reasonable attorneys’ fees) incurred in connection with
such action. 


          15.
Licensing. The Consultant
will obtain whatever licenses are required by the MGCB Requirements in a timely
manner. 


          16.
Notices. All notices or
communications hereunder shall be in writing and sent to the following
addresses or at such other addresses as the parties may designate from time to
time: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If to the
 Company:

 	
  

 	
 Greektown
 Casino, L.L.C.

 
	
  

 	
  

 	
  

 	
 555 East
 Lafayette

 
	
  

 	
  

 	
  

 	
 Detroit,
 Michigan 48226

 
	
  

 	
  

 	
  

 	
 Fax:
 313-961-3006

 
	
  

 	
  

 	
  

 	
 Attn: Cliff
 Vallier, Chief Executive Officer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 If to the
 Consultant:

 	
  

 	
 WG-Michigan,
 LLC

 
	
  

 	
  

 	
  

 	
 8912 Spanish
 Ridge Avenue

 
	
  

 	
  

 	
  

 	
 Suite 120

 
	
  

 	
  

 	
  

 	
 Las Vegas,
 NV 89148

 
	
  

 	
  

 	
  

 	
 Attn: William W. Warner, Manager

 



          17.
No Assignment or Delegation. Neither
this Agreement nor any duties or obligations provided for in this Agreement
shall be assigned (by merger, operation or law, or otherwise) or delegated by
the Consultant without the prior written consent of the Company. 


          18.
Governing Law. Except for
matters governed by the Bankruptcy Code, this Agreement shall be governed by
and construed in accordance with the laws of the State of Michigan without
reference to the principles of conflict of laws thereof. 


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          19.
Waiver of Jury Trial. The
Company and the Consultant each hereby knowingly, voluntarily and intentionally
waives to the fullest extent permitted by law any rights that they may have to
a trial by jury in respect of any litigation based hereon, or arising out of,
under, or in connection with this Agreement or any course of conduct, course of
dealing, statements (whether oral or written) or actions of either or both of
the parties hereto. The Company and the Consultant each agrees that it has
received sufficient consideration for this provision and that this provision is
a material inducement for each of them entering into this Agreement. 


          20.
Submission to Jurisdiction; Venue.
Each party hereto hereby consents and agrees that the Bankruptcy Court shall
have exclusive jurisdiction to hear and determine any claims and disputes
between the Company and the Consultant pertaining to this Agreement or to any
matter arising out of or relating to this Agreement, and by the execution and
delivery of this Agreement by the Consultant, it hereby unconditionally accepts
for itself the jurisdiction of the Bankruptcy Court. The parties hereto hereby
irrevocably waive any objection, including any objection to the laying of venue
or based on the grounds of forum non conveniens, that either of them may now or
hereafter have to the bringing of any such action or proceeding in the
Bankruptcy Court. 


          21.
Work Made For Hire. The
Consultant agrees that as between the Consultant and the Company, all work
product and materials created or produced by the Consultant pursuant to the
terms of this Agreement shall be considered to be made on a “work made for
hire” basis and shall therefore be the sole property of the Company (“Work
Product”). If for any reason the Work Product is not considered a work made for
hire under the copyright laws of the United States, then the Consultant hereby
grants and assigns to the Company all of its rights, title and interest in and
to the Work Product, including, but not limited to, the copyrights therein
throughout the world (and any renewal, extension, or reversion copyright now or
hereafter provided). The Consultant shall further assist the Company, at the
Company’s expense, to further evidence, record and perfect ownership and such
assignments, and to perfect, obtain, maintain, enforce, and defend any rights
assigned or acknowledged. The Consultant waives any and all claims it may now
or later have in any jurisdiction to so-called “moral rights” or droit moral
with respect to the Work Product and any other rights granted to the Company
under this Agreement or any other agreement between the parties.
Notwithstanding the foregoing, the Consultant has created, acquired or
otherwise has rights in, various concepts, ideas, methods, methodologies,
procedures, processes, techniques (including, without limitation, function,
process, system and data models), and know-how used by the Consultant in
providing the Services relating to the Consultant’s business (including all
copies, enhancements, modifications, revisions, and derivative works of any of
the foregoing) (collectively, the “Consultant Properties”). The Consultant owns
all right, title, and interest in the Consultant Properties, including, without
limitation, all rights under all copyright, patent and other intellectual
property laws. To the extent that the Consultant utilizes or improves the
Consultant Properties in connection with the performance of the Services or
incorporates the Consultant Properties into the Work Product, (i) such property
shall remain the property of the Consultant and (ii) subject to the
Consultant’s receipt of payment for the relevant Services, the Consultant
grants to the Company a non-exclusive, perpetual and royalty-free license to
use the Consultant Properties incorporated into Work Product. Except as stated
herein, the Company shall acquire no right or 


7





interest in
such property or the Consultant Properties. The Consultant may employ, modify,
disclose, and otherwise exploit the Consultant Properties for other clients.


          22.
Indemnification. The Company
shall indemnify the Consultant from and against any and all claims,
liabilities, damages, losses, costs or expenses arising out of or as a result
of this Agreement or the Consultant’s performance of the Services, provided
however, the Company shall have no obligation to indemnify the Consultant
hereunder if such claims, liabilities, damages, losses, costs or expenses were
caused, in whole or in part, by the willful misconduct, gross negligence,
fraud, or knowing misrepresentation of the Consultant.


          23.
Entire Agreement. This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements, understandings,
discussions, negotiations, and undertakings, whether written or oral, between
the parties with respect thereto. 


          24.
Effect of Termination. Upon
termination of this Agreement, all rights and obligations of the parties
hereunder shall terminate; provided however, that the provisions
set forth in Sections 5, 10 and 13 shall survive the termination or expiration
of this Agreement. All amounts owning by the Company to the Consultant
hereunder shall be paid within fifteen (15) days after the termination date. 


          25.
Amendments and Modifications. No
modifications or alterations of this Agreement shall be effective unless made
in writing and signed by both parties. 


          26.
Severability. In the event
any provision or portion of this Agreement shall be determined to be invalid or
unenforceable for any reason, in whole or in part, the remaining provisions of
this Agreement shall remain unaffected. 


          27.
Counterparts. This
Agreement may be executed in any number of counterparts, each of which may be
deemed an original and all of which together shall constitute one and the same
instrument. Facsimile copies hereof and facsimile signatures hereon shall have
the same force and effect as originals. 


8





          IN
WITNESS WHEREOF, the parties have executed this
Consulting Agreement as of the date first written above. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  “COMPANY”

 	
  

 	
  “CONSULTANT”

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 GREEKTOWN CASINO, L.L.C.

 	
  

 	
 WG-MICHIGAN, LLC

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Cliff Vallier

 	
  

 	
 By:

 	
 /s/ William W. Warner

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 WILLIAM W.
 WARNER

 	
  

 
	
 Name:

 	
 Cliff Vallier

 	
  

 	
  

 	
 Manager

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
 Chief
 Executive Officer

 	
  

 	
  

 	
  

 	
  

 


9





Exhibit A


Services


          The
Consultant shall (i) provide a comprehensive review and written and verbal
assessment of the Facility’s operations, including an evaluation of the
buildings and improvements comprising the Facility, all material revenue
departments of the Facility, the performance of the Facility’s casino, slot
systems, player rewards program, pricing and operating budgets, personnel and
marketing, and the Facility’s competitive position as compared to other
competing venues (collectively, the “Facility Assessment”), (ii) provide a
detailed review and written and verbal assessment of the Company’s overall
marketing and database marketing strategies, (iii) organize, conduct and
provide detailed written and verbal results from a comprehensive survey of the
Facility’s patrons and potential customers, including focus group studies and
telephone surveys to be performed by an appropriately licensed third-party
vendor (the “Survey”), (iv) review the capital projects proposed by the Company
and provide detailed written and verbal feedback regarding such review, (v)
review and assess the floor lay-out of the casino portion of the Facility,
including the gaming machine mix and table game mix, and provide detailed
written and verbal feedback regarding such review and assessment, (vi) provide
the Company with general consulting and analysis as the Company may reasonably
request from time to time during the Term of this Agreement, and (vii) provide
any other services the parties hereto shall agree upon from time to time. 


          The
Consultant will use commercially reasonable best efforts to provide the Company
with the Facility Assessment within forty-five (45) calendar days of the
Effective Date. 


          The
Consultant, with the Company’s written approval, shall procure and enter into
an agreement (the “Vendor Agreement”) with an appropriately licensed
third-party vendor to conduct the Survey. The Company shall have an opportunity
to review such third-party vendor and review the Vendor Agreement prior to
giving its written approval. So long as the Company has provided such written
approval, the Company will reimburse the Consultant, according to Section 5 of
this Agreement, for the contractual amount of the Vendor Agreement, provided
however, the Company will not be obligated to reimburse the Consultant for any
other liability, damages, costs, fees, expenses or indemnification obligations
arising out of the Vendor Agreement. 


10