PAYING AGENCY AGREEMENT

Exhibit 10.16

PAYING AGENCY AND SERVICING AGREEMENT

          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 ”).

PRELIMINARY STATEMENTS

          A. The Company and the participants party to the separate Master Participation Agreements referred to below (such participants being the “ Participants ” and together with their transferees, successors and assigns, collectively also being the “ Participants ”), have entered into separate Master Participation Agreements dated March 2, 2007 (said Master Participation Agreements, as they may hereafter be amended, supplemented or otherwise modified from time to time, being the “ Master Participation Agreements ”) pursuant to which the Participants purchased participations in the aggregate principal amount of the Loans (as defined in the Master Participation Agreements).

          B. The Company desires to enter into this Agreement with BofA to appoint BofA as the Paying Agent with respect to the Participations.

          NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto hereby agree as follows:

AGREEMENT

           1. Definitions . All capitalized terms used herein without definition shall have the meanings assigned to such terms in the Master Participation Agreements. The following terms used in this Agreement shall have the following meanings:

          “ Affiliate ” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

          “ Business Day ” means any day that is not (i) a Saturday, (ii) a Sunday, (iii) a legal holiday in New York, California, Michigan or Minnesota, or (iv) a day on which the banking institutions in those cities are authorized or required by law or regulation to be closed.

          “ Code ” means the Internal Revenue Code of 1986.

          “ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Paying Agent.

          “ Foreign Participant ” means any Participant that is organized under the laws of a jurisdiction other than that in which the Company is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction

          “ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

          “ Participations ” means, collectively, the “Participations” as defined in the Master Participation Agreement.

          “ Paying Agent’s Office ” means

Donna Kimbrough
Bank of America
Mail Code: TX1-49214-11
Bank of America Plaza
901 Main Street, 14 ^th Floor
Dallas, TX 75202-3714
Phone: (214) 209-1569
Fax: (214) 290-9436
Email: donna.f.kimbrough@bankofamerica.com

          or such other location as the Paying Agent may from time to time notify to the Company and the Participants.

          “ Payment Date ” means each date on which any payment of principal, interest or other amounts become due to the Participants pursuant to the Participations or the Master Participation Agreements.

          “ Person ” means any individual, corporation, limited liability company, voluntary association, partnership, trust, unincorporated organization or government (or any agency, instrumentality or political subdivision thereof).

          “ Responsible Officer ” means, with respect to any Person, the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of a Person. Any document delivered hereunder that is signed by a Responsible Officer of a Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

          “ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto

           2. Appointment and Duties of Paying Agent .

          (a) Appointment of Paying Agent . The Company hereby appoints BofA as its agent to do the following and each Participant, by its acceptance of the benefits of this Agreement, hereby consents to such appointment and actions:

          (i) to receive payments of principal, interest and other amounts in respect of the Participations and the Master Participation Agreements and to apply such amounts to the payment of interest, principal and other amounts in respect of the Participations, as set forth in this Agreement;

          (ii) to calculate the amount of interest payable on the Participations on each Payment Date with respect to interest in the manner and at the times set forth in the Master Participation Agreements;

          (iii) as and when requested by Seller and without assuming responsibility to the Participants for the completeness or accuracy thereof, to furnish to Participants on behalf of the Seller (A) copies of the Loan Documents, as amended from time to time, and any other agreements between the Seller and the Obligor or any other obligor executed and delivered in connection with the Loan Documents, (B) copies of all notices delivered to the Seller as required by the Loan Documents, (C) copies of all financial statements required to be furnished by the Obligor pursuant to the Loan Documents which are received by the Seller, (D) written notification, in accordance with the provisions of the Master Participation Agreements, of the occurrence of any default under the Loans or Event of Default under the Loan Documents, and (E) other notices to be provided by the Seller to Participants in accordance with the provisions of the Master Participation Agreements, in each case, as soon as reasonably practicable after such documents and agreements, notices and financial statements are delivered by the Seller to the Paying Agent; and

          (iv) to take such other actions as the Paying Agent shall be required to take by the terms of this Agreement, to carry out the foregoing and to effect the purposes of this Agreement or as are reasonably incidental thereto.

          (b) Acceptance by Paying Agent . The Paying Agent hereby accepts its appointment as Paying Agent and agrees to act as agent for the Company pursuant to the terms and conditions of, and to perform its duties in accordance with, this Agreement until the termination of this Agreement in accordance with Section 7 of this Agreement or the resignation or removal of the Paying Agent pursuant to subsection 5(g) hereto.

          (c) Calculation of Interest Payments . On the second Business Day immediately preceding each Payment Date with respect to interest, the Paying Agent shall (i) calculate the amount of interest on the Participations due and payable on such Payment Date in the manner set forth in the Master Participation Agreements, and (ii) communicate the same to the Company by 3:00 p.m. New York City time. The Company shall be entitled to deliver (x) confirmation of its agreement with the Paying Agent’s calculation of interest or (y) in the event the Company believes the Paying Agent’s calculation of interest to be in error, the Company’s calculation of the amount of interest due and payable to the Paying Agent by 12:00 p.m. New York City time on the day immediately preceding such Payment Date. If the Company does not so deliver such a confirmation or calculation, the Paying Agent’s calculation shall be deemed to have been confirmed. The Paying Agent shall make payment of interest according to the calculation confirmed by the Company or the Company’s calculation, as applicable, on the relevant Payment Date.

          (d) Duties of Paying Agent . The Paying Agent shall act as the paying agent with respect to all of the Participations outstanding at any time. The Paying Agent shall, to the extent of funds received from the Company in respect of the Participations, make payments of the principal of and interest on each Participation and such other amounts with respect thereto to the holder thereof at the time, at the place and in the manner provided therefor in this Agreement. In no event shall the failure of the Paying Agent to make any payments hereunder relieve the Company of its obligations to make due and punctual payment on the Participations under the Master Participation Agreements. The Paying Agent shall not be liable to the Company, the Participants or any other Person for interest on any sums held by it in its capacity as Paying Agent under this Agreement.

           3. Payments and Distributions .

          (a) Payments to Participants .

          (i) On the second Business Day immediately preceding each Payment Date, (A) in the case of a Payment Date with respect to interest, the Paying Agent shall calculate interest payable on the Participations and provide notice to the Company as set forth in paragraph 2(c) hereof, and (B) in the case of a Payment Date with respect to any payments other than interest pursuant to the Master Participation Agreements, the Company shall provide notice to the Paying Agent of such Payment Date and the amount of payments to be made on such Payment Date.

          (ii) On each Payment Date, (A) the Company shall, subject to the Management Agreement and the other Loan Documents, cause to be transferred to the Paying Agent by 12:00 p.m. New York City time sufficient funds for distribution to the Participants so that the Paying Agent may make all payments, whether principal, interest

as calculated pursuant to subsection 2(c) hereof, or other amounts in respect of the Participations, required to be made to the Participants on such Payment Date pursuant to the Master Participation Agreements, and (B) upon receipt of such funds, the Paying Agent shall make such payments to the Participants by the method and at the address specified for such purpose in Schedule A to the Master Participation Agreements, or by such other method or at such other address as such Participants shall have from time to time specified to the Company and the Paying Agent in writing for such purpose in accordance with the provisions of the Master Participation Agreements. The Paying Agent shall be under no obligation to make payments in respect of principal, interest or other amounts in respect of the Participations to the extent funds sufficient for such payments have not been transferred to it by the Company or have not otherwise been received as aforesaid. All amounts payable to the Paying Agent hereunder shall be paid in United States dollars by wire transfer of immediately available funds. If any payment provided for herein is made late but otherwise in accordance with this Agreement, the Paying Agent may nevertheless make payments in respect of the Participations.

          (b) Presumptions by Paying Agent . Unless the Paying Agent shall have received notice from the Company prior to the date on which any payment is due to the Paying Agent for the account of the Participants that the Company will not make such payment, the Paying Agent may assume that the Company has made such payment on such date in accordance herewith and, in reliance upon such assumption, may (but shall not be obligated to) distribute to the Participants the amount due. In such event, if the Company has not in fact made such payment, then each of the Participants agrees to repay to the Paying Agent forthwith on demand the amount so distributed to such Participant in immediately available funds with interest thereon for each day from and including the date such amount was distributed to it to but excluding the date of payment to the Paying Agent at the Federal Funds Rate. A notice of the Paying Agent to any Participant with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

          (c) Taxes . Any Participant that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Company is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder, under the Master Participation Agreements shall deliver to the Company (with a copy to the Paying Agent), at the time or times prescribed by applicable law or reasonably requested by the Company or the Paying Agent on behalf of the Company, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any other Participant shall deliver such other documentation, including copies of Internal Revenue Service Form W-9, prescribed by applicable law or reasonably requested by the Company or the Paying Agent as will enable the Company or the Paying Agent, on behalf of the Company, to determine whether or not such Participant is subject to backup withholding or information reporting requirements.

               Without limiting the generality of the foregoing, each Foreign Participant shall deliver to the Company and the Paying Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Participant becomes a Participant under the Master Participation Agreements (and from time to time thereafter upon the

request of the Company or the Paying Agent, but only if such Foreign Participant is legally entitled to do so), whichever of the following is applicable: