Management Fees Subordination Agreement Sample Contracts

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MANAGEMENT FEES SUBORDINATION AGREEMENT Dated as of October 30, 2002
Management Fees Subordination Agreement • November 18th, 2002 • Wynn Resorts LTD • Hotels & motels • New York

This MANAGEMENT FEES SUBORDINATION AGREEMENT (this "Agreement") is made by Wynn Resorts, Limited, a Nevada corporation ("Wynn Resorts"), Wynn Las Vegas, LLC, a Nevada limited liability company ("Wynn Las Vegas"), Wynn Las Vegas Capital Corp., a Nevada corporation ("Wynn Capital" and, together with Wynn Las Vegas, the "Issuers") and their subsidiaries and affiliates listed on Exhibit A hereto (and, together with the Issuers, the "Wynn Entities") in favor of (a) Deutsche Bank Trust Company Americas, as Administrative Agent for the lenders under the Bank Credit Agreement (as defined below), (b) Wells Fargo Bank Nevada National Association, as Collateral Agent under the FF&E Credit Agreement, and (c) Wells Fargo Bank, National Association, as trustee for the benefit of the holders of the second mortgage notes (the "Second Mortgage Notes") issued pursuant to the Second Mortgage Notes Indenture (as defined below).

MANAGEMENT FEES SUBORDINATION AGREEMENT
Management Fees Subordination Agreement • July 15th, 2003 • Old Evangeline Downs Capital Corp • Services-racing, including track operation • New York

THIS MANAGEMENT FEES SUBORDINATION AGREEMENT (this “Agreement”) dated as of June 24, 2003 is made and entered into by and among THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“Parent”) and THE OLD EVANGELINE DOWNS CAPITAL CORP., a Delaware corporation (collectively with Parent, the “Borrowers” and each individually, a “Borrower”), OED ACQUISITION, LLC, a Delaware limited liability company (“OEDA”) and PENINSULA GAMING COMPANY, LLC, a Delaware limited liability company (“PGC” and together with OEDA, collectively, the “Subordinated Parties” and each individually a “Subordinated Party”), and WELLS FARGO FOOTHILL, INC., a California corporation with an office in Atlanta, Georgia (the “Senior Lender”).

AMENDED AND RESTATED MANAGEMENT FEES SUBORDINATION AGREEMENT
Management Fees Subordination Agreement • November 10th, 2009 • Peninsula Gaming, LLC • Services-amusement & recreation services • New York

THIS AMENDED AND RESTATED MANAGEMENT FEES SUBORDINATION AGREEMENT (this “Agreement”) dated as of October 29, 2009, is made and entered into by and among THE OLD EVANGELINE DOWNS, L.L.C., a Louisiana limited liability company (“OED”), DIAMOND JO WORTH, LLC, a Delaware limited liability company (“DJW”; together with OED, hereinafter collectively referred to as the “Debtors” and each individually, a “Debtor”), DIAMOND JO, LLC, a Delaware limited liability company (“DJO”), PENINSULA GAMING PARTNERS, LLC, a Delaware limited liability company (“PGP”), OED ACQUISITION, LLC, a Delaware limited liability company (“OEDA”; together with DJO and PGP, hereinafter collectively referred to as the “Subordinated Parties” and each individually, a “Subordinated Party”), and WELLS FARGO FOOTHILL, INC., a California corporation, as agent for the Lenders (as defined in the Senior Loan Agreement defined below) (the “Agent”).

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