0000950137-07-003513 Sample Contracts

MASTER PARTICIPATION AGREEMENT
Master Participation Agreement • March 8th, 2007 • Lakes Entertainment Inc • Services-miscellaneous amusement & recreation • New York

THIS MASTER PARTICIPATION AGREEMENT (this “Agreement”) dated as of the second day of March, 2007, is made by and between GREAT LAKES GAMING OF MICHIGAN, LLC, a Minnesota limited liability company (the “Seller”), and (the “Participant”) (each of the Seller and the Participant, a “Party” and, collectively, the “Parties”).

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DEPOSIT ACCOUNT AGREEMENT
Deposit Account Agreement • March 8th, 2007 • Lakes Entertainment Inc • Services-miscellaneous amusement & recreation • New York

This Deposit Account Agreement (this “Agreement”) is entered into as of March 2, 2007, among Great Lakes Gaming of Michigan, LLC, a Minnesota limited liability company (the “Company”) and Bank of America, N.A. (the “Bank”) in its capacity as Paying Agent under the Paying Agency Agreement referred to herein.

PAYING AGENCY AND SERVICING AGREEMENT
Paying Agency and Servicing Agreement • March 8th, 2007 • Lakes Entertainment Inc • Services-miscellaneous amusement & recreation • New York

This PAYING AGENCY AND SERVICING AGREEMENT (this “Agreement”) is made and dated as of March 2, 2007 by and between Great Lakes Gaming of Michigan, LLC, a Minnesota limited liability company (the “Company”), and Bank of America, N.A. (“BofA”), as paying agent and as servicer for the Company (in its capacity as paying agent and as servicer, referred to herein as the “Paying Agent”).

FORM OF CERTIFICATE
Lakes Entertainment Inc • March 8th, 2007 • Services-miscellaneous amusement & recreation

Pursuant to and subject to that certain Master Participation Agreement made between you and GREAT LAKES GAMING OF MICHIGAN, LLC, a Minnesota limited liability company (the “Seller”) dated as of the second day of March, 2007 (the “Agreement”), the Seller hereby offers you, in the capacity of Participant a Participation without recourse (except as provided in the Agreement) in the following Loan on a funded basis, subject to the terms and conditions set forth below. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to such terms in the Agreement.

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