exv10w1






Exhibit 10.1




REVISED




DEVELOPMENT AGREEMENT




AMONG




CITY OF DETROIT




THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF DETROIT




AND




GREEKTOWN CASINO, L.L.C.




 









 





REVISED




DEVELOPMENT AGREEMENT




     THIS REVISED DEVELOPMENT AGREEMENT (“Agreement”) supersedes an agreement as originally
executed as of the 12th day of March, 1998, (the “Original Agreement”), as amended and
restated as of the 9th day of April, 1998 as amended by the First Amendment dated June
25, 1998, Second Amendment dated December 1999, Third Amendment dated November 30, 2000, Fourth
Amendment dated November 2001, Fifth Amendment dated March ___, 2002, Sixth Amendment dated April
___, 2002, Seventh Amendment dated June 12, 2002 and the Eighth Amendment dated July 31, 2002 (the
“Amended Agreement”), by and among the City of Detroit, a municipal corporation
(“City”), The Economic Development Corporation of the City of Detroit, a Michigan public
body corporate (“EDC”), having its principal place of business at 211 West Fort, Suite 900,
Detroit, Michigan 48226 and Greektown Casino, L.L.C., a Michigan limited liability company
(“Developer”) having its principal place of business at 555 East Lafayette, Detroit,
Michigan 48226.



Preliminary Statement




     The City selected Developer to develop, construct, own and operate a Casino Complex pursuant
to a certain Request for Proposals/Qualifications. The City, the EDC and Developer are currently
the parties to the Amended Agreement, which sets forth their mutual rights and obligations with
respect thereto, and the Conveyance Agreement, which provides for the purchase by Developer from
the EDC of the Riverfront Site, upon which the Casino Complex was planned to be constructed.



     The parties have agreed that: (i) Developer will develop, construct and operate the Casino
Complex on a site located within the Boundaries and will not acquire the Riverfront Site; (ii) the
Conveyance Agreement will be terminated; and (iii) the Amended Agreement will be amended and
restated to read as set forth herein. This Agreement constitutes a revision to the Amended
Agreement and a continuation of the relationship among the parties as established pursuant to the
Amended Agreement.



     Accordingly, the parties hereby agree that the Amended Agreement is revised to read as set
forth in this Agreement. To the extent that the Amended Agreement distinguished between a
“Temporary Casino” and a “permanent” Casino Complex, such distinction is eliminated by this
Agreement. The Casino Complex owned and operated by Developer as of the date this Agreement is
executed shall be deemed Developer’s “permanent” Casino Complex, and the construction of the
additional Components of the Casino Complex pursuant to this Agreement is intended to constitute
construction of the “permanent” Casino Complex within the meaning of the Amended Agreement. .
Certain terms used in this Agreement are defined in Section 15.



 









 





1. General Provisions




     1.1 Findings



     The City hereby reaffirms its findings that the development, construction and operation of the
Casino Complex will be in the best interest of the City and will contribute to the objectives of
providing and preserving gainful employment opportunities for citizens of the City, contributing to
the economic growth of the City, attracting commercial and industrial enterprises to the City and
promoting the expansion of existing enterprises, combating community deterioration, promoting
tourism, improving the aesthetic quality of the City and providing the City with additional tax
revenue. The City further finds that entering into this Agreement is in the best interest of the
City and accomplishes the purposes of Act 338, Michigan Public Acts of 1974, as amended.



     1.2 Developer’s Rights



     So long as this Agreement is in effect, but subject to the Act and all other Governmental
Requirements, Developer shall have the right to develop, construct, own and operate the Casino
Complex in accordance with this Agreement.



     1.3 Location of the Casino Complex



     (a) The Casino Complex (including the Components to be constructed pursuant to Section
2.2(c)) shall be located on a Qualified Casino Complex Site to be selected by Developer, which
may, if Developer elects, include the site on which the Greektown Casino is located as of the date
of execution of this Agreement (sometimes herein referred to as “currently”). Developer may move
the Casino Complex to an alternate Qualified Casino Complex Site at any time, whether before or
after construction of all or any part of the Casino Complex, without the consent of the other
Detroit Casino Developers.



     (b) The City shall cooperate with Developer in locating a site for Developer’s Casino Complex,
but shall not be required or have any responsibility to locate, transfer, sell, dispose of,
dedicate, vacate, purchase, condemn or otherwise obtain any land for the Casino Complex.



     (c) The Boundaries shall not be changed without the prior written consent of the City and all
Detroit Casino Developers.



     1.4 Closing



     The closing of the transactions contemplated in this Agreement (the “Closing”) shall
take place (i) at the offices of the City’s Law Department, 660 Woodward Avenue, Detroit, Michigan
48226-3535, at 10:00 A.M., local time, on the tenth (10th) Business Day after approval
of this Agreement by City Council, or (ii) at such other time and place as the parties mutually
agree upon in writing.



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(a) At the Closing, Developer shall deliver to City and EDC, as applicable, the following:




	 	(1)	 	An opinion of counsel from Developer to the City and EDC in a form reasonably
satisfactory to the City and EDC;
	 
	 	(2)	 	The Memorandum of Agreement;
	 
	 	(3)	 	The Closing Certificate;
	 
	 	(4)	 	Developer’s one-third (1/3) share of the Development Process Costs then
incurred and/or due;
	 
	 	(5)	 	The executed reaffirmation of any Casino Manager and each Restricted Party
requested by City, to abide by the Radius Restriction;
	 
	 	(6)	 	Quit Claim Deed and Assignment of Option Rights, conveying all of Developer’s
right, title and interest in and rights to acquire the Railroad Property; and (to the
extent that Developer can bind the other Detroit Casino Developers) all such interests
and rights of the other Detroit Casino Developers; all such conveyances shall be
without representation or warranty except for Developer’s own acts; provided,
however, that at the City’s request, the City may delay delivery of such deed and
assignment for a period not exceeding two (2) years. In the event the City elects to so
delay such delivery, Developer shall make such delivery upon five (5) days written
notice to Developer;
	 
	 	(7)	 	A form of release attached hereto as Exhibit 3.15(e)(1), duly executed
by each of the Detroit Casino Developers;
	 
	 	(8)	 	Board resolutions of Developer, properly certified, approving this Agreement
and the transactions contemplated hereby; and
	 
	 	(9)	 	the Indemnity Agreement duly executed by Developer.





     (b) At the Closing, the City and EDC shall deliver to Developer a form of release attached
hereto as Exhibit 3.15(e)(2), duly executed by City and EDC;



2. Design and Construction of Casino Complex




     2.1 No Responsibility for City



       The City shall have no responsibility for any error or omission in the Design Documents, or
for failure of the Design Documents, or a part thereof, to comply with Governmental Requirements,
or for Design Documents that result in or cause a defective design or construction.



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     2.2 Casino Complex



     (a) Developer shall (i) construct the Casino Complex either as new construction or as a
combination of new construction and existing structures or new construction and modifying existing
structures, (ii) diligently operate and maintain the Casino Complex and all other support
facilities in a manner consistent with First Class Casino Complex Standards, the Act and all other
Governmental Requirements and in compliance with this Agreement, and (iii) upon execution of this
Agreement, provide to the City a document (including pictures, diagrams or illustrations) which
illustrates Developer’s concept for the Casino Complex and demonstrates the First Class Casino
Standards.



     (b) The Gaming Area shall be 100,000 square feet. Due to the imprecise ability to measure
Gaming Area, City and EDC agree that if in good faith Developer measures its gaming floor area in a
manner that differs from City’s measurement of gaming floor area by ten percent (10%) or less, such
variance shall not be considered a violation of this Section 2.2. Additionally, such
variance shall not be deemed to be an amendment to or revision of this Agreement requiring the
consent described in Section 14.26.



     (c) Developer shall develop and construct the following Components, as more particularly
described in Section G of Exhibit A, simultaneously with the Casino:




	 	(1)	 	hotel with a minimum of four hundred (400) rooms (the “Initial Hotel
Component”);
	 
	 	(2)	 	theater;
	 
	 	(3)	 	ballroom/convention area;
	 
	 	(4)	 	restaurants, lounges and bars;
	 
	 	(5)	 	retail space; and
	 
	 	(6)	 	parking for a minimum of 4,000 vehicles.






     Developer shall expand the Initial Hotel Component by constructing Additional Hotel
Rooms, provided, however, that Developer’s obligation to construct the Additional
Hotel Rooms shall be subject to the occurrence of all of the following: (i) market
conditions indicate that the Additional Hotel Rooms can be operated at a reasonable profit;
(ii) Developer’s ability to acquire additional land, if necessary, on which to construct the
Additional Hotel Rooms; and (iii) availability of financing to Developer upon conventional
terms reasonably satisfactory to Developer, necessary to construct the Additional Hotel
Rooms. If Developer does not commence construction of the Additional Hotel Rooms on or
before five (5) years from the date of this Agreement, then within thirty (30) days
thereafter Developer shall provide the City with a written account of the reasons for not
having commenced construction of the Additional Hotel Rooms. If the City disagrees with
Developer’s written account, the dispute shall be settled through arbitration pursuant to
Section 14.16. If the City prevails in such arbitration, the Developer shall be
obligated to promptly commence and complete the Additional Hotel



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Rooms. In its site plan to be delivered to the City pursuant to Section 2.6,
Developer shall delineate the approximate location at which the Additional Hotel Rooms will
be constructed.



     (d) Developer may develop, construct and operate Components of the Casino Complex through
leasing, joint venture or other contractual arrangements with third parties, pursuant to which the
ownership and operation of selected Components is vested in affiliated or independent entities;
provided, however, that the arrangements comply with all applicable Governmental
Requirements and; provided, further, that in all such cases Developer obtains contractual
commitments from all such third parties to comply with the applicable provisions of this Agreement.
Developer shall be liable for any non-compliance by such third parties as if such Component were
owned and operated by Developer.



     2.3 Permits



     Developer shall diligently prepare and file all applications for, and pursue and use diligent
efforts to obtain, the Permits. At Developer’s request, the City will provide to Developer a City
representative to (x) cooperate with and assist Developer in securing the Permits and (y) use
commercially reasonable efforts to expedite the issuance of the Permits; provided, however,
that nothing in this Agreement shall adversely affect, limit, restrict or reduce the right of the
City or the County, as Governmental Authorities, to exercise their respective governmental powers
and authority and to act in regulatory matters in accordance with applicable Governmental
Requirements. If Developer requests that the City provide a City representative, Developer shall
pay City for all documented fees and reasonable expenses of City for the services of the City
representative and the City representative’s staff, to the extent the City representative and staff
are providing services to the Casino Complex.



     2.4 Quality of Work



     All Work shall be performed in a good and workmanlike manner and in accordance with good
construction and standard industry practices. All materials used in the construction of the Casino
Complex shall be of first class quality. The quality of the Finish Work shall meet or exceed First
Class Casino Complex Standards.



     2.5 Construction and Scheduling



     (a) Developer will comply with all applicable Governmental Requirements in the development,
construction and financing of the Casino Complex and will achieve Completion on or before the
Completion Date and Final Completion on or before Final Completion Date. Upon Completion, the
Casino Complex will conform to First Class Casino Standards and to all applicable Governmental
Requirements. Notwithstanding the foregoing, Developer’s obligation to achieve Completion by
December 31, 2005 and Final Completion by the Final Completion Date is subject to: (i) Force
Majeure and (ii) there being be no order or ruling from a court of competent jurisdiction which
would deprive Developer of a material portion of the economic benefits anticipated from its Casino
Complex. In the event of a dispute over the applicability of



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clause (i)-(ii) above, such dispute shall be resolved by arbitration in accordance with
Section 14.16.




     (b) City will expeditiously and appropriately process all requests and applications made by or
on behalf of Developer for SD-5 zoning and site plan approvals, construction and related permits
and inspections, street and alley vacations, grants of air rights, liquor and bar licenses,
certificates of occupancy, and other such construction related matters, in order to assist
Developer in its efforts to achieve Completion and Final Completion as set forth in Section
2.5(a).



     2.6 Design and approval



     Within sixty (60) days of City Council’s approval of this Agreement, Developer will submit the
following to the City for its consideration:




	 	(i)	 	A site plan;
	 
	 	(ii)	 	A conceptual design plan establishing the general scope,
conceptual design and scale relationships among the various Components, and the
square footages of the various Components;
	 
	 	(iii)	 	Elevations;
	 
	 	(iv)	 	A development schedule and estimated timeline for Completion,
including estimated key milestone dates;
	 
	 	(v)	 	Any known contingencies which are likely to affect either the
scope of the project or Developer’s ability to meet key milestone dates;
	 
	 	(vi)	 	A specific list of any concessions needed from the City, such
as street vacations and air rights; and
	 
	 	(vii)	 	Detailed cost estimates for construction.





     2.7 Approval by City



     Wherever an approval is required of City pursuant to the terms of this Agreement, the approval
or disapproval shall be given in writing, which in the case of disapproval, shall set forth the
reasons of disapproval. Whenever in this Agreement any consent or approval of the City is
required, such approval or consent shall be given or withheld by the Mayor, any City official
designated by the Mayor or appropriate City department unless otherwise indicated. Prior to the
Closing and from time to time thereafter, City shall designate in writing to Developer those
individuals who have authority to grant any approvals or consents hereunder on behalf of City.
Developer shall be entitled to rely on any writing signed by such designees.



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3. Other Obligations of Developer




     3.1 Casino Complex Operations



     Developer agrees to diligently operate and maintain the Casino Complex and all other support
facilities directly, or through Casino Component Manager/Operators or Component manager(s), in a
manner consistent with First Class Casino Complex Standards and in compliance with this Agreement.



     3.2 Hours of Operation



     Developer covenants that, at all times, it will: (i) continuously operate and keep open the
Casino for Casino Gaming Operations for the maximum hours permitted under the Governmental
Requirements; (ii) continuously operate and keep open for business to the general public
twenty-four (24) hours each day, every day of the calendar year, the hotel Component and the
parking Component; and (iii) operate and keep open for business to the general public all
Components (other than hotel Component, parking Component and Components where Casino Gaming
Operations are conducted) in accordance with commercially reasonable hours of operation.
Notwithstanding the foregoing, Developer shall have the right from time to time in the ordinary
course of business and without advance notice to City, to close portions of any Component (x) for
such reasonable periods of time as may be required for repairs, alterations, maintenance,
remodeling, or for any reconstruction required because of casualty, condemnation, governmental
order or Force Majeure or (y) during non-peak hours or as a result of seasonal demands in
accordance with usual and customary casino operating practices.



     3.3 Radius Restriction



     (a) For purposes of this Section 3.3, “Restricted Party” means any Person who
directly or indirectly owns any interest in Developer or in any Casino Manager which is an
Affiliate of Developer other than any Person who is a Restricted Party due solely to that Person’s
ownership of (x) a direct or indirect interest in a Publicly Traded Corporation or (y) five percent
(5%) or less direct or indirect interest in Developer. Commencing on March 12, 1998, and
continuing for the shorter of (x) such period as casino gaming activities are permitted in the
City; or (y) two (2) years after the Termination Date, neither Developer, any Casino Manager which
is an Affiliate of Developer or any Restricted Party, nor any Restricted Party, shall directly or
indirectly (i) manage, operate or become financially interested in any casino within the Radius
other than the Casino Complex, (ii) make application for any franchise, permit or license to manage
or operate any casino within the Radius other than the Casino Complex , or (iii) respond positively
to any request for proposal to develop, manage, operate or become financially interested in any
casino within the Radius (the “Radius Restriction”) other than the Casino Complex, provided
that with respect to any Casino Manager which is an Affiliate of Developer or any Restricted Party,
the period set forth in clause (y) shall be two (2) years after the termination of its Casino
Component Management Agreement. Developer shall cause any Casino Manager which is an Affiliate of
Developer or any Restricted Party and each Restricted Party requested by City, to execute and
deliver to City at closing an agreement to abide by the Radius Restriction. The Radius Restriction
shall survive the termination of this Agreement.



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     (b) If Developer or any Restricted Party acquires or is acquired by a Person such that, but
for the provisions of this Section 3.3, either Developer or any Restricted Party or the
acquiring Person would be in violation of the Radius Restriction as of the date of acquisition,
then such party shall have five (5) years in which to comply with the Radius Restriction. In
addition, if the laws of the State are amended to allow more than three (3) casinos within the City
or the radius, then neither Developer nor any Restricted Party shall be deemed to be in violation
of the Radius Restriction solely by reason of an ownership or other interest in any such additional
casinos.



     (c) Notwithstanding anything in Section 3.3(a) to the contrary, Developer shall have
the right to (i) make loans to the other Detroit Casino Developers provided that (x) such loans are
not secured, in whole or in part, by the Casino Complex, any Component or any direct or indirect
ownership interest in Developer (other than by a Permitted Interest, as herein defined) and (y)
Developer, as the result of such loans, is given no ability to control or manage the affairs of the
borrower; and (ii) purchase such ownership interest in any other Detroit Casino Complex as and to
the extent permitted under the Act (a “Permitted Interest”).



     (d) It is the desire of the parties that the provisions of this Section 3.3 be
enforced to the fullest extent permissible under the laws and public policies in each jurisdiction
in which enforcement might be sought. Accordingly, if any particular portion of this Section
3.3 shall ever be adjudicated as invalid or unenforceable, or if the application thereof to any
party or circumstance shall be adjudicated to be prohibited by or invalidated by such laws or
public policies, such section or sections shall be (i) deemed amended to delete therefrom such
portions so adjudicated or (ii) modified as determined appropriate by such a court, such deletions
or modifications to apply only with respect to the operation of such section or sections in the
particular jurisdictions so adjudicating on the parties and under the circumstances as to which so
adjudicated.



     (e) The obligations of Developer under this Section 3.3 shall lapse and be of no
further force or effect ten (10) years after the Closing.



     3.4 Payment of Development Process Costs



     (a) Developer previously has made payments to the City to satisfy certain Development Process
Costs under the Amended Agreement. Developer shall continue to pay its allocable share of the
Development Process Costs pursuant to this Agreement in accordance with the procedures set forth
below.



     (b) Until Completion has occurred, each Detroit Casino Developer’s allocable share of
Development Process Costs shall consist of (i) an amount determined by multiplying the Development
Process Costs, less any portion thereof allocated to a particular Detroit Casino Complex as
provided below, by a fraction the numerator of which is one and the denominator of which is the
number of Detroit Casino Complexes with respect to which completion has not occurred under the
applicable development agreement, plus (ii) any portion of the Development Process Costs which is
directly attributable to such Detroit Casino Complex. After Completion has occurred, Developer’s
allocable share of Development Process Costs shall consist only of those Development Process Costs
incurred after the Completion Date in connection with the



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Casino Complex and its share of any previously incurred but unpaid Development Process Costs).
The City’s reasonable, good faith determination of the allocation of Development Process Costs
shall be prima facie evidence of the proper allocation thereof and shall be binding upon the
Detroit Casino Developers unless contested in accordance with Section 3.4(d).




     (c) The City and the EDC shall invoice Developer from time to time but no more frequently than
monthly for the Developer’s Share of Development Process Costs, which invoice shall show the
allocation of the Development Process Costs among the Detroit Developers and shall be accompanied
by a summary of the charges sufficient to inform the Developer of the nature of the costs and
expenses and the basis for the allocation amongst the Developer and the other Detroit Casino
Developers. Subject to Section 3.4(d), the Developer shall pay the amount invoiced within
fifteen (15) Business Days from delivery of the invoice.



     (d) Upon the Developer’s request, the City and the EDC shall consult with Developer on the
necessity for and allocation of such charges during the fifteen (15) Business Days period following
immediately delivery of the invoice. In addition, upon the Developer’s request the City shall
furnish the Developer with such further and additional documentation and detail, including such
items as third-party invoices and time records, which the Developer may reasonably request in order
to verify the propriety and reasonableness of the amount invoiced and the propriety of the
allocation among the Detroit Casino Developers. If the Developer disputes the propriety or
reasonableness of the amount invoiced, or the propriety of the allocation, the City and the EDC
shall confer with the Developer, and if the dispute relates to the allocation the City and the EDC
shall confer with the other Detroit Casino Developers as well, in an attempt to resolve the
dispute. If the parties are unable to do so, the dispute shall be resolved by arbitration as
provided in Section 14.16, and if the dispute relates to the allocation of Development
Process Costs, the other Detroit Casino Developers shall be made parties to the arbitration. The
Developer may also be made party to arbitration with another Detroit Casino Developer which has
disputed the allocation of the Development Process Costs, but only with reference to that dispute.
Notwithstanding Section 3.4(c), if the Developer requests additional documentation and
detail as provided above, the invoice shall be payable upon the expiration of fifteen (15) business
days after the requested material is furnished, and if there is a dispute concerning an invoice the
invoice shall be payable upon the expiration of fifteen (15) business days after the dispute is
resolved or a final arbitration award is made.



     3.5 Social Commitments



     (a) As set forth on Exhibit A, Section E, Developer agrees to use commercially
reasonable efforts to acquire all or some of its financing from a Detroit-Based Business, a Detroit
Resident Business and/or a Small Business Concern and/or to utilize Detroit-based and/or
Minority-owned financial institutions in serving Developer’s financial needs.



     (b) Developer agrees, to the extent permitted by applicable law, to:




	 	(1)	 	perform and comply in all material respects with the commitments, promises
and/or undertakings set forth on Exhibit A, Sections H, K, P, and Q;




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	 	(2)	 	use good faith efforts to perform and comply in all material respects with the
commitments, promises and undertakings set forth in Exhibit A, Sections I, J, T, V,
W, X, AA and BB;
	 
	 	(3)	 	use reasonable best efforts to perform and comply in all material respects with
the commitments, promises and/or undertakings set forth on Exhibit A, Sections N,
O, S, and CC, provided that Developer’s obligations with respect to its
commitments, promises and undertakings set forth on Exhibit A, Section O are
also subject to Developer’s obligations set forth in this Section 3.5(d), (g) and
(h); and
	 
	 	(4)	 	use commercially reasonable efforts to perform and comply in all material
respects with the commitments, promises and undertakings set forth on Exhibit A,
Sections L and U.





     (c) Developer agrees that approximately three thousand (3,000) full-time equivalent employees
will be employed at the Casino Complex immediately following Completion, exclusive of construction
workers, and thereafter, so long as casino gaming activities are permitted by law, will employ such
number of employees as may be appropriate in the exercise of Developer’s reasonable judgment to
operate the Casino Complex in a manner consistent with First Class Casino Complex Standards and in
compliance with this Agreement.



     (d) Developer agrees to use reasonable best efforts to attain the goals of employment of
Detroit residents set forth in Exhibit A, Section O. Whenever in this Agreement or the
Exhibits, reference is made to “Detroit residents,” the first determination of whether an
individual is a Detroit resident shall be made on the Completion Date based on the individual’s
residence as of his or her date of hire. The determination of whether Developer has achieved its
hiring goals with respect to Detroit residents shall be made as of each anniversary of the
Completion Date (each, a “Determination Date”). Such goal shall be deemed met if on each
Determination Date Developer either (i) met its hiring goals for Detroit residents since the last
Determination Date, based on an individual’s residence as of his or her date of hire or (ii)
Developer then employs no fewer than the number of Detroit residents established by its hiring
goal, based on each individual’s most current address on file with Developer.



     (e) Developer agrees to comply with all federal, state and local laws governing equal
employment opportunity.



     (f) Developer agrees that it shall notify its contractors and consultants of their obligations
relative to non-discrimination under this Agreement when soliciting same, shall include the
provisions of this Section 3.5(f) in each contract with its contractors and consultants and
require that its contractors and consultants include such provision in any subcontract as well as
provide the City a copy of any such subcontract upon request. Developer shall have no obligation
to enforce such provision if City is given the direct right to enforce such provision in any
contract or subcontract.



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     (g) As set forth in Exhibit A, Section O, Developer agrees to be committed to
affirmative action programs to increase the numbers of minority and women employees in the
workforce of Developer, including professional and management positions.



     (h) As set forth in Exhibit A, Section O, Developer voluntarily commits to hire
contractors who agree to implement an Equal Opportunity Employment Plan conforming to all
applicable laws and consistent with Executive Order No. 22, dated August 29, 1983. Developer shall
notify its contractors of their obligations relative to implementing such an Equal Opportunity
Employment Plan and shall include such a provision in each contract with its contractors and
require that its contractors include such provision in any subcontract. Developer will have no
obligation to enforce such provision if the City is given the direct right to enforce such
provision in any contract or subcontract.



     (i) Developer shall use reasonable best efforts to ensure that at least thirty percent (30%)
of aggregate amounts expended by Developer under contracts entered into by Developer for the
construction of, or any material additions, improvements or modification to the Casino Complex
shall be paid to Detroit-Based Businesses, Detroit Resident Businesses, Small Business Concerns,
Minority business concerns or women-owned businesses. As set forth in Exhibit A, Section
S, Developer agrees to use reasonable best efforts to purchase during each Fiscal Year at least
thirty percent (30%) of the total dollar value of all purchases of goods and services from
Detroit-Based Businesses, Detroit Resident Businesses, Small Business Concerns, Minority business
concerns or women-owned businesses.




	 	(1)	 	“Reasonable best efforts” to achieve the goals set forth in this
Section 3.5(i) may include, but are not limited to, the use of Joint Venture
arrangements; Mentor Ventures; outreach to Detroit, Minority and women business, trade
and professional associations or organizations; outreach to community organizations;
and advertising through media publications or other vehicles reasonably calculated to
reach Detroit, Minority and women-owned businesses, including community news letters.
	 
	 	(2)	 	“Joint Venture” as used in Section 3.5(i)(1) means a
combination of separate business persons or entities, one of which is a Detroit-Based
Business, Detroit Resident Business, Small Business Concern, Minority business concern
or women-owned business, which has been created to perform a specific contract and in
which one or more of the latter business entities (a) shares in profits and losses, (b)
is substantially involved in all phases of the contract including bidding and staffing;
(c) provides a substantial portion of the total performance, responsibility and project
management of a specific job; and (d) receives a substantial portion of the total
remuneration from a specific job.
	 
	 	(3)	 	“Mentor Venture” as used in Section 3.5(i)(1) means a
combination of a business entity with a Detroit-Based Business, Detroit Resident
Business, Small Business Concern, Minority business concern or women-owned business for
the purpose of providing the latter business entity with training, expertise, skill,
experience, market access or other attributes in a business, trade or profession
designed to enhance its ability to compete in the marketplace.




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     (j) Except as the Agreement or the context may otherwise require, each of Developer’s
obligations set forth in Section 3.5(a)-(i) are ongoing and performance thereof shall be
determined annually.



     (k) Joint Employment and Procurement Advisory Board



          (1) The Joint Employment and Procurement Advisory Board (the “JEPAB”) is and will be a
private entity acting in an advisory capacity to Developer and the other Detroit Casino Developers.
Developer cooperated with the other Detroit Casino Developers to establish and fund the JEPAB.
Developer and each of the other Detroit Casino Developers, at their option, will appoint one (1)
member to the JEPAB, and the Mayor and the City Council will each be invited to appoint three (3)
members from the community at large. The public appointees will be non-salaried, but will be
entitled to expense reimbursement paid by the JEPAB.




          (2) The purpose of the JEPAB will be to work closely with the Developer and the other Detroit
Casino Developers to evaluate the effectiveness of, and recommend improvements to, Developer’s and
each of the other Detroit Casino Developers’ respective programs to achieve their goals of not less
than fifty-one percent (51%) Detroit resident employment and not less than thirty percent (30%)
procurement of goods and services from Detroit-Based Businesses, Detroit Resident Businesses,
minority business concerns, women-owned businesses and/or Small Business Concerns. The JEPAB will
review Developer’s and each of the other Detroit Casino Developer’s practices and programs aimed at
achieving such goals, review the success of such efforts, recommend improvements and refinements to
such practices and programs, and assist the Developer and each of the other Detroit Casino
Developers in involving local community organizations and businesses in support of such efforts.
Additionally, the JEPAB may recommend to Developer and each of the other Detroit Casino Developers
the engagement of outside consultants to provide expert, independent guidance as to how to make
Developer’s and each of the other Detroit Casino Developers’ programs more effective.




          (3) The City will use an aggregate of Two Million Dollars ($2,000,000) from the Minority
Business Development Fund to fund the activities of the JEPAB, which amount shall be in addition to
those amounts paid to or received by the JEPAB prior to the date of this Agreement.




     3.6 Default Rate



     All amounts, including Development Process Costs, owed by Developer to City and/or EDC
pursuant to any provision of this Agreement shall bear interest at the Default Rate from the due
date (but if no due date is specified, then fifteen (15) Business Days from demand for payment)
until paid.



     3.7 Administration of this Agreement



     (a) The Mayor shall designate the City departments, agencies and/or personnel who shall be
responsible for the administration of this Agreement; monitoring of the performance by



12









 




Developer of its duties and obligations under this Agreement; and making recommendations to
the Mayor concerning its enforcement.




     (b) No later than ninety (90) days after the end of each Fiscal Year commencing with the
Fiscal Year in which the Closing occurs, Developer shall deliver to City a report setting forth the
following:




	 	(1)	 	a description of Developer’s efforts to comply with the requirements of
Section 3.6(a) during such Fiscal Year;
	 
	 	(2)	 	a statement as to the number of employees (including the total number of
full-time, part-time and full-time equivalent) employed by Developer on the Completion
Date and each Determination Date (as the term is defined in Section 3.5(d));
	 
	 	(3)	 	a description of any administrative determination, binding arbitration
decision, or judgment rendered by a court of competent jurisdiction finding a violation
of any federal, state or local laws governing equal employment opportunity during such
Fiscal Year;
	 
	 	(4)	 	a description of Developer’s efforts to comply with the requirements of
Section 3.5 (f), (g), (h) and (i) during such Fiscal Year;
	 
	 	(5)	 	a statement setting forth material information adequate to enable the City to
determine compliance with the “hours of operation” commitments set forth in
Section 3.2;
	 
	 	(6)	 	whether Developer is aware of any non-compliance with the restrictions set
forth in Section 3.3(a) or the restrictions on transfer set forth in
Section 8;
	 
	 	(7)	 	a description of Developer’s efforts to comply with the requirements of
maintaining the structure of its governing board as set forth in Section 3.10(a)
 during such Fiscal Year;
	 
	 	(8)	 	whether Developer is aware of any non-compliance with the restrictions on
transfer set forth in Section 3.3(a) during such Fiscal Year;
	 
	 	(9)	 	a description of Developer’s efforts to comply with the requirements to conduct
casino gaming activities as set forth in Section 3.13 during such Fiscal Year;
and
	 
	 	(10)	 	to the extent not otherwise covered in response to subparts (b)(1)-(10) above,
a description of any change during such Fiscal Year in Developer’s efforts to comply
with the plans, measures, commitments, undertakings and covenants set forth on
Exhibit A, Sections E, H, I, J, K, L, N, O, P, Q, S, T, U, V, W, X, AA, BB and
CC.





     No information need be included in such report as to any obligation of Developer which has
lapsed or which otherwise does not apply during such Fiscal Year.



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     3.8 Memorandum of Agreement



     The parties agree that the Memorandum of Agreement shall not in any circumstances be deemed to
modify or to change any of the provisions of this Agreement.



     The restrictions imposed by and under Section 3.13 (collectively, the
“Restrictions”) will be construed and interpreted by the parties hereto as covenants
running with the land. Developer agrees for itself, its successors and assigns to be bound by
each of the Restrictions. The City shall have the right to enforce such Restrictions against
Developer, its successors and assigns to or of the Casino Complex or any part thereof or any
interest therein.



     3.9 Financial Statements; Annual Business Plan.



Developer shall provide City with (i) unaudited Financial Statements for each calendar quarter
within sixty (60) days after the end of each quarter certified as accurate in all material respects
by Developer, and (ii) audited Financial Statements prepared in accordance with GAAP within one
hundred twenty (120) days after the end of each Fiscal Year. The City may, in its discretion,
provide such Financial Statements to its consultants for review and analysis.



     3.10 Negative covenants



     Developer covenants that except as indicated or as otherwise required by applicable law, at
all times during the term of this Agreement:



     (a) From April 9, 1998 until April 9, 2003 (the “Restricted Period”), Developer will
not, except as required by applicable law, make any change in its organizational structure which
would alone or in the aggregate result in the governing body of Developer having less than
twenty-five percent (25%) of its members who are African American.



     (b) Developer will not, upon an Event of Default or during the continuance of any event which,
with the giving of notice or passage of time or both, could become an Event of Default, declare or
pay any dividends or make any other payments or distributions to any members of Developer or their
respective Affiliates, except for Permitted Affiliate Payments.



     (c) During the Restricted Period, Developer (i) will prohibit a Transfer by Monroe Partners,
L.L.C. directly or indirectly of its ownership interest in Developer and (ii) will cause Monroe
Partners, L.L.C. to prohibit a Transfer by a Local Partner of any direct or indirect ownership
interest in Monroe Partners, L.L.C., except for a “Permitted Transfer.” For purposes of this
Section 3.10, a “Permitted Transfer” means any Transfer by a Local Partner of a
direct or indirect ownership interest in Monroe Partners, L.L.C. which meets any of the following:
(1) the transferee of the interest is a resident of the State; (2) the transferee of the interest
is a Local Partner; (3) the Transfer is being made due to the economic hardship of the Local
Partner; (4) the transferee of the interest is a spouse, child or parent (“Family Members”)
of a Local Partner; (5) the transferee of the interest is an entity whose beneficial owners consist
solely of Local Partners and/or Family Members; (6) if the transferor is an entity, the transferees
of the interest are the



14









 




beneficial owners of such transferor; (7) the Transfer is by operation of law; (8) the
Transfer is on account of a pledge to (x) an institutional lender or (y) any Person who owns a
direct or indirect interest in Developer; (9) the transferee of the interest is Developer or any of
its Affiliates and the failure to purchase the interest would result in any Person who directly or
indirectly owns an interest in Developer becoming ineligible to hold a Certificate of Suitability
or Casino License as defined in the Act or otherwise suffering a loss, suspension or inability to
obtain a gaming license in any jurisdiction in which Developer, such Affiliate or Person conducts
or proposes to conduct gaming operations; or (10) the transferee is Developer or its Affiliate in
the circumstance in which the transferor is in default under its organizational agreements and the
Transfer is made thereunder. In addition, for purposes of this Section 3.10, a “Permitted
Transfer” includes a Transfer or series of related Transfers by Monroe Partners, L.L.C. and/or
Local Partners which, when aggregated, equals forty-nine percent (49%) or less of the ownership
interest of Monroe Partners, L.L.C. in Developer.




     (d) Developer shall not enter into any Financing unless all parties under the Financing having
a right to foreclose on all or part of the Casino Complex execute an agreement in form and
substance satisfactory to the City in the exercise of its reasonable judgment which is consistent
with Section 3.14(b).



     3.11 Notification



     As soon as practicable after obtaining knowledge or notice thereof, Developer shall deliver to
City, together with copies of all relevant documentation with respect thereto:



     (a) Notice of any matured event of default any financing related to the Casino Complex.



     (b) Notice of all summons, citations, directives, complaints, notices of violation or
deficiency, and other communications from any Governmental Authority other than City or the Board,
asserting a material violation of Governmental Requirements applicable to the Casino Complex.



     (c) Notice of any litigation or proceeding in which Developer is a party if an adverse
decision therein would, in Developer’s reasonable opinion, have a material adverse effect on
Developer’s ability to perform its obligations hereunder.



     (d) Notices received by Developer from the Board which in Developer’s reasonable opinion
assert a material violation of the Act.



     3.12 Veracity of Statements



     Except (i) as otherwise indicated herein; and (ii) for statements of third parties (other than
Affiliates) which Developer has reasonable grounds to believe are accurate and for projections
which Developer has reasonable grounds to believe are reasonable, no representation or warranty of
Developer, or any certification or report furnished by Developer to City and/or EDC pursuant hereto
which, if not materially accurate, would have a material adverse effect on the Casino Complex, when
read in conjunction with the other representations, warranties and certifications,



15









 




contains or will contain, any untrue statement of a material fact, or will omit any material fact
that would cause such representation, warranty, statement or certification to be materially
misleading, provided that representations, warranties and certifications made as of a specified
date shall reflect facts and circumstances known to Developer as of such specified date.




     3.13 Use of Casino Complex



     So long as casino gaming activities would be permitted by law to operate at the Casino Complex
(assuming the existence of a valid Casino License), the primary business to be operated at the
Casino Complex shall include casino gaming activities. The obligations of Developer under this
Section shall lapse and be of no further force or effect on and after April 9, 2033.



     3.14 Financing



     (a) Developer agrees to diligently pursue obtaining all necessary Financing by September 30,
2003, so as to have available all funds required to achieve Completion by the Completion Date.
Developer agrees to deliver to City for City’s review, but not approval, relevant documents
relating to a Financing. The City must be satisfied in its reasonable judgment that any “Material
Adverse Change or Condition” clause or clause of similar import that condition funding of the
financing will not impair Developer’s ability to achieve Completion of its Casino Complex by the
Final Completion Date. Delivery by Developer of Parent Company’s Guaranty and Keepwell shall be
prima facie evidence that the “Material Adverse Change or Condition” clause or clause of similar
import will not impair Developer’s ability to achieve Completion of the Casino Complex by the
Completion Date.



     (b) Developer agrees that it shall not enter into any Mortgage unless such Mortgage shall
provide that if, as the result of a Loan Default, the Mortgagee forecloses upon or otherwise
acquires all or part of Developer’s interest in the Casino Complex, the Mortgagee (or the Nominee
of the Mortgagee) shall expressly accept and agree to assume all of the terms, covenants and
provisions of this Agreement contained to be kept, observed and performed by Developer and become
bound to comply therewith. As used in this Agreement, the word “Nominee” shall mean a
Person who is designated by Mortgagee to act in place of the Mortgagee solely for the purpose of
holding title to the Casino Complex and performing the obligations of Developer hereunder.



     (c) Financing Representations; Restrictions. In no event may Developer or any Finance
Affiliate represent that City is or in any way may be liable for the obligations of Developer or
any Finance Affiliate in connection with (i) any financing agreement or (ii) any public or private
offering of securities. If Developer or any Finance Affiliate shall at any time sell or offer to
sell any securities issued by Developer or any Finance Affiliate through the medium of any
prospectus or otherwise that relates to the Casino Complex or its operation, Developer shall (i)
first submit such offering materials to City for review with respect to Developer’s compliance with
this Section 3.14(c) and (ii) do so only in compliance with all applicable federal and
state securities laws, and shall clearly disclose to all purchasers and offerees that (y) the City
shall not in any way be deemed to be an issuer or underwriter of such securities, and (z) the City
and its officers, directors, agents, and employees have not assumed




16












 




and shall not have any liability arising out of or related to the sale or offer of such
securities, including any liability or responsibility for any financial statements, projections or
other information contained in any prospectus or similar written or oral communication. Developer
agrees to indemnify, defend or hold the City and its respective officers, directors, agents and
employees free and harmless from, any and all liabilities, costs, damages, claims or expenses
arising out of or related to the breach of its obligations under this paragraph.




     3.15 Riverfront Site Closeout



     (a) The Conveyance Agreement is hereby terminated, and no party thereto shall have any further
obligations thereunder. Developer hereby releases and conveys to the City all its right, title and
interest, if any, in the Riverfront Site.



     (b) Developer shall continue to provide credit enhancement for the Riverfront Bonds and shall
make all required payments of principal and interest thereon. Developer hereby releases and
forever waives all of its rights, title and interest, if any, in the amounts held in the Riverfront
Bond Fund. Developer may pre-pay, at its option, the principal of the Riverfront Bonds at any time
as provided in the indenture for the Riverfront Bonds. The City will cooperate with Developer in
continuing to maintain the Riverfront Bonds in good standing.



     (c) At the Closing, and subject to the provisions of Section 1.4(a)(6), Developer will
provide the documentation described in Section 1.4(a)(6) with respect to the Railroad
Property.



     (d) Except as and to the extent set forth in the Indemnity Agreement, Developer’s obligations
set forth in Sections 3.15 (a), (b) and (c) are in full discharge of all its obligations
relating to the Riverfront Site. Developer shall have no other liability or obligation, if any,
with respect to the Riverfront Site, or the condemnation, acquisition, optioning or ownership of
the Riverfront Site by the City and the EDC, or the relocation of businesses located therein, or
any other matter related to or arising out of the foregoing. By way of example, and not of
limitation, Developer shall have no obligation to the City or EDC to contribute to the purchase of
property, the relocation of businesses, the maintenance of the Riverfront Site, the payment of
environmental claims or costs, or the payment of inverse condemnation claims or other claims by
landowners. The City agrees to indemnify the Developer against any liability in connection with
the foregoing. Nothing contained in either this Section 3.15(d) or elsewhere in this
Agreement shall be construed as an admission by any party as to the existence of any such liability
or obligation on the party of the City or Developer and all of such claims are expressly denied.



     (e) The Developer agrees to execute and provide at the Closing the form of release as attached
hereto as Exhibit 3.15(e)(1). The City and EDC agree to execute and provide at the Closing
the form of release as attached hereto as Exhibit 3.15(e)(2).



     3.16 Financial Commitments by Developer



     (a) Developer shall make the following payments to the City:



17









 






	 	(i)	 	Developer shall pay the sum of Seventeen Million Dollars
($17,000,000) to the City within sixty (60) days of City Council’s approval of
this Agreement;
	 
	 	(ii)	 	Developer shall pay the sum of Ten Million Dollars
($10,000,000) to the City as Developer’s contribution to the Minority Business
Development Fund, in four (4) equal installments as follows:






	 	 	[a]  	 Two Million Five Hundred Thousand Dollars
($2,500,000) within one hundred-twenty (120) days of City Council’s
approval of this Agreement;
	 
	 	 	[b]  	 Two Million Five Hundred Thousand Dollars
($2,500,000) within one hundred-eighty (180) days of City Council’s
approval of this Agreement;
	 
	 	 	[c]  	 Two Million Five Hundred Thousand Dollars
($2,500,000) within two hundred-forty (240) days of City Council’s
approval of this Agreement; and
	 
	 	 	[d]  	 Two Million Five Hundred Thousand Dollars
($2,500,000) within three hundred (300) days of City Council’s approval
of this Agreement.






	 	(iii)	 	Developer shall pay the sum of Seventeen Million Dollars
(17,000,000) to the City in twelve (12) equal monthly installments, each such
installment being paid on the first day of the month, commencing on June 1,
2003, and continuing each successive month thereafter until fully paid.
	 
	 	(iv)	 	From and after January 1, 2006, Developer shall pay to the City
an amount equal to one percent (1%) of the Adjusted Gross Receipts received
daily by Developer (the “Percentage Payment”). The Percentage Payment
shall be remitted daily by Developer to the City by electronic wire transfer of
funds commencing on January 1, 2006 and continuing throughout the term of this
Agreement (the “Payment Period”). If in any calendar year during the
Payment Period Developer’s aggregate Adjusted Gross Revenues for such year
equals Four Hundred Million Dollars ($400,000,000) (the “Target
Amount”), then commencing on the date such Target Amount is reached and
continuing to the end of that calendar year, the Percentage Payment shall be
increased to two percent (2%). Additionally, within ten (10) Business Days of
the date the Target Amount is reached, Developer shall pay to the City an
amount equal to Four Million Dollars ($4,000,000). For ease of administration
and to the extent practicable, the procedures for daily remittance of the
Percentage Payment shall be consistent with the procedures used by the State
for the remittance of the City’s portion of the wagering tax.




18









 











     (b) The requirements of Section 3.16(a) are in lieu of Developer’s obligation to
establish and fund the Casino Redevelopment Fund, the Opportunity Zone Fund, the Neighborhood
Development Fund and the JEPAB, as provided in the Amended Agreement, and such obligations are
hereby terminated, except as specifically referenced in Section 3.16(a). In addition, the
requirements of Section 3.16(a) are in consideration of the City’s agreement pursuant to
Section 2.2 to defer Developer’s obligation to construct the Additional Hotel Rooms as
required under the Amended Agreement. Developer hereby releases any rights it may have to demand
repayment of any such funds previously paid to or on behalf of the City and no such funds shall
offset any amounts otherwise payable to the City by Developer.



     (c) The Developer’s obligations under Section 3.16(a) shall be suspended for so long
as there exists any order or injunction issued by any court having proper jurisdiction in the
matter, which order or injunction either (i) revokes or suspends Developer’s Casino License for
reasons beyond Developer’s control; or (ii) enjoins Developer or anyone on its behalf from
operating the Casino.



     (d) The City agrees to establish the Minority Business Development Fund from the funds
received from Developer under Section 3.16(a)(ii), together with (x) funds in the same
amounts which the City will require to be paid by the other Detroit Casino Developers and (y) an
additional Ten Million Dollars ($10,000,000) from other funds received hereunder from Developer and
all other Detroit Casino Developers under their respective development agreements.



     3.17 Offering of Interests in Developer



     (a) Developer will offer or cause to be offered direct or indirect interests in Developer in
accordance with this Section 3.17 (the “Offering”).



     (b) The interests so offered shall constitute a ten percent (10%) direct or indirect interest
in Developer, so that, assuming that all offered interests are purchased, a twenty per cent (20%)
direct or indirect interest in Developer will be owned by Detroit Area Residents, taking into
account interests currently owned by Detroit Area Residents.



     (c) The Offering shall be made to residents of Wayne, Oakland and Macomb Counties, Michigan
(“Detroit Area Residents”).



     (d) The Offering will be made in such manner that at least a five per cent (5%) direct or
indirect interest in Developer will be distributed by means of a public offering or through another
widely-based distribution method which is approved by the City in the exercise of its reasonable
judgment and which is reasonably calculated to result in a widely-based ownership of such
interests. Such interests will be offered first to Detroit residents and then to Detroit Area
Residents.



     (e) The Offering will commence not later than November 8, 2002 and will continue for a period
determined by Developer which is not less than nine (9) months in duration. During the Offering
period, the offering entity will use commercially reasonable efforts to sell the membership
interests included in the Offering at fair market value, but not for less than



19









 




$66,250,000 for a ten per cent (10%) direct or indirect interest in Developer. Neither
Developer nor the offering entity shall have any obligation to offer or continue to offer interests
which are unsold at the end of the Offering period.




4. Representations and Warranties




     4.1 Representations and Warranties of Developer



     Subject to Section 3.12 (Veracity of Statements), Developer represents and
warrants to City that each of the following statements is true and accurate as of the Closing,
except as otherwise indicated herein or in the Exhibits referenced herein:



     (a) Developer is a limited liability company duly organized and validly existing under the
laws of Michigan, and has all requisite power and authority to enter into and perform its
obligations under this Agreement and all other agreements and undertakings to be entered into by
Developer in connection herewith.



     (b) This Agreement and, to the extent such documents currently exist in a form accepted by
City and Developer, each document contemplated or required by this Agreement to which Developer is
a party has been duly authorized by all necessary action on the part of, and has been or will be
duly executed and delivered by, Developer; is binding on Developer; and is enforceable against
Developer in accordance with its terms, subject to applicable principles of equity and insolvency
laws.



     (c) Attached hereto is Exhibit A containing Sections A-CC (each a
“Section”), are certain representations, warranties and commitments of Developer. When
considered individually, no Section contains an untrue statement or omits to state any material
fact which would cause such statement to be materially misleading.



     (d) Developer is not a party to any agreement, document or instrument that has a material
adverse effect on the ability of Developer to carry out its obligations under this Agreement.



     (e) Neither execution of this Agreement nor discharge by Developer of any of its obligations
hereunder shall cause Developer to be in violation of any applicable law, or regulation, its
charter or other organizational documents or any agreement to which it is a party.



     4.2 Representations and Warranties of the City



     City represents and warrants to Developer that each of the following statements is true and
accurate as of the Closing:



     (a) City is a validly existing municipal corporation and has all requisite power and authority
to enter into and perform its obligations under this Agreement, and all other agreements and
undertakings to be entered into by City in connection herewith.



20









 





     (b) This Agreement and, to the extent such documents currently exist in a form accepted by
City and Developer, each document contemplated or required by this Agreement to which City is a
party has been duly authorized by all necessary action on the part of, has been or will be duly
executed and delivered by City; is binding on City; and is enforceable against City in accordance
with its terms, subject to applicable principles of equity and insolvency laws.



     (c) Neither execution of this Agreement nor discharge by the City of any of its obligations
hereunder shall cause City to be in violation of any applicable law, or regulation, its charter or
organizational documents or any agreement to which it is a party.



     4.3 Representations and Warranties of the EDC



     EDC represents and warrants to Developer that each of the following statements is true and
accurate as of the Closing:



     (a) EDC is a validly existing State public body corporate and has all requisite power and
authority to enter into and perform its obligations under this Agreement, and all other agreements
and undertakings to be entered into by EDC in connection herewith.



     (b) This Agreement and, to the extent such documents currently exist in a form accepted by EDC
and Developer, each document contemplated or required by this Agreement to which EDC is a party has
been duly authorized by all necessary action on the part of, has been or will be duly executed and
delivered by EDC; is binding on EDC; and is enforceable against EDC in accordance with its terms,
subject to applicable principles of equity and insolvency laws.



     (c) Neither execution of this Agreement nor discharge by the EDC of any of its obligations
hereunder shall cause EDC to be in violation of any applicable law, or regulation, its charter or
other organizational documents or any agreement to which it is a party. 



5. Other Obligations of City




     5.1 Cooperation by the City



     (a) The City and the EDC will work cooperatively with Developer to cause the Detroit Economic
Development Corporation, the Downtown Development Corporation of the City of Detroit and
Amerivision Development Corporation to convey and assign to Developer the mortgages relating to
Trappers Alley and the indebtedness and all other obligations secured thereby and all other
collateral for such indebtedness and other obligations.



     (b) The City will work cooperatively with Developer in obtaining City department and City
Council actions necessary or appropriate to the design, development and construction of the Casino
Complex, including rezoning, vacating and closing streets, relieving traffic congestion and
improving traffic flow, granting air rights and pylon rights over public streets and releasing the
City’s easement across the parcel bounded by Lafayette, Brush, Fort and Randolph; provided,
however, that the Completion Date shall not be extended in the event Developer is unsuccessful
in obtaining the foregoing rights.



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     5.2 Re-Selection



     (a) For purposes of this Section 5.2, “Triggering Event” means the
ineligibility of Developer to operate the Casino as a result of a non-appealed judgment or court
order or any re-selection process undertaken by the City as a result of any court judgment or
order, other than a court judgment or court order issued in connection with any action resulting
from the City’s enforcement of its rights under this Agreement.



     (b) The City agrees to use its reasonable best efforts to have three casino developers as
permitted under the Act. Accordingly, in the event a Triggering Event occurs, the City agrees to
reselect a developer (a “New Developer”) with which the City will enter into a development
agreement (a “New Agreement”) for the development of a casino complex, upon the terms and
conditions set forth in Section 5.2(c).



     (c) The New Agreement will require that the New Developer purchase from Developer Developer’s
assets, business and operations relating to the Casino Complex (including any uncompleted portions
of the Casino Complex), as a going concern, at their fair market value without regard to the
Triggering Event. Such fair market value shall be determined by an investment banker knowledgeable
in casino gaming matters selected by agreement of Developer and the New Developer. If Developer
and New Developer cannot agree on the selection of an investment banker, the fair market value
shall be determined by an investment banker selected by the City who has not been materially
involved with the Detroit Casino Complexes and who is knowledgeable in casino gaming matters. The
New Developer’s obligation to purchase the Casino Complex will be conditioned upon and subject to
Developer’s assignment to New Developer of any premises leases for the Casino Complex, together
with any landlord’s consent if required pursuant to any such leases.



     (d) Developer agrees to sell to the New Developer Developer’s assets, business and operations
relating to the Casino Complex, as a going concern, and to assign to New Developer any premises
leases for the Casino Complex, all as provided in this Section 5.2.



     (e) The provisions of this Section 5.2 shall survive termination of this Agreement and
shall be severable from the other provisions of this Agreement (including the provisions of this
Agreement permitting Developer to operate the Casino) and shall continue in effect and shall be
enforced regardless of whether any or all of the other provisions of this Agreement are adjudicated
to be invalid or unenforceable.



6. Default




     6.1 Events of Default



     The occurrence of any of the following shall constitute an “Event of Default” under
this Agreement:



     (a) Subject to Force Majeure, if Developer or City fails to substantially perform or comply
with any commitment, agreement, covenant, term or condition (other than those



22









 




specifically described in any other subparagraph of this Section 6.1) of this
Agreement, including those certain covenants set forth in Section 3.5 hereof, and in such
event if said defaulting party shall fail to remedy any such default within thirty (30) days after
receipt of written notice of default with respect thereto, provided, however, that if any
such default is reasonably susceptible of being cured within one hundred eighty (180) days, but
cannot with due diligence be cured by the defaulting party within thirty (30) days, and if the
defaulting party commences to cure the default within thirty (30) days and diligently prosecutes
the cure to completion, then the defaulting party shall not during such period of diligently curing
be in default hereunder as long as such default is completely cured within one hundred eighty (180)
days of the first notice of such default to said defaulting party; provided, however, that
if the cure can be accomplished by the payment of money, the failure to pay is not a diligent
commencement of a cure;




     (b) If Developer shall make a general assignment for the benefit of creditors or shall admit
in writing its inability to pay its debts as they become due;



     (c) If Developer shall file a voluntary petition under any title of the United States
Bankruptcy Code, as amended from time to time, or if such petition is filed against Developer and
an order for relief is entered, or if Developer shall file any petition or answer seeking,
consenting to or acquiescing in any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any present or any future federal bankruptcy code
or any other present or future applicable federal, state or similar statute or law, or shall seek
or consent to or acquiesce to or suffer the appointment of any trustee, receiver, custodian,
assignee, liquidator or similar official of Developer, or of all or any substantial part of its
properties or of the Casino Complex or any interest therein of Developer;



     (d) If within ninety (90) days after the commencement of any proceeding against Developer
seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or
similar relief under the present or any future federal bankruptcy code or any other present or
future applicable federal, state or similar statute or law, such proceeding shall not have been
dismissed; or if within ninety (90) days after the appointment, without the consent or acquiescence
of Developer of any trustee, receiver, custodian, assignee, liquidator or other similar official of
Developer or of all or any substantial part of its properties or of the Casino Complex or any
interest therein of Developer, such appointment shall have not been vacated or stayed on appeal or
otherwise, or if within ninety (90) days after the expiration of any such stay, such appointment
shall not have been vacated;



     (e) If a default shall occur, which has not been cured within any applicable cure period,
under, or if there is any attempted withdrawal, disaffirmance, cancellation, repudiation,
disclaimer of liability or contest of obligations (other than a contest as to performance of such
obligations) under any agreement which guaranties the payment or performance of any of the
obligations of Developer to City and/or EDC hereunder, other than as may be permitted in such
agreement;



     (f) Subject to Force Majeure, if in accordance with Section 9 Developer fails to
maintain in full force and policies of insurance meeting the requirements of Section 9 and
in such event Developer fails to remedy such default within five (5) Business Days after
Developer’s receipt of written notice of default with respect thereto from City;



23









 





     (g) If the construction of the Casino Complex is discontinued or suspended for a period of
forty-five (45) consecutive calendar days (except according to Developer’s construction plans),
subject to Force Majeure and is not restarted prior to Developer’s receipt of written notice of
default hereunder;



     (h) If the Final Completion does not occur by the Final Completion Date;



     (i) If the Casino License is revoked or renewal is denied by a final, non-appealable order or
Developer fails to renew its Casino License due to the acts or omissions of Developer; or



     (j) If Developer fails to make any of those payments described in Section 3.16
(Budgeting Assistance) when required and fails to make such payment within five (5) days after
receiving written notice of default from the City.



     6.2 Remedies



     (a) Subject to the limitations set forth herein, the following remedies shall be available to
Developer in the case of an Event of Default by City or EDC and to City in the case of an Event of
Default by Developer: (i) to terminate this Agreement (“Termination”); (ii) to receive
liquidated damages as and to the extent set forth in this Agreement (“Liquidated Damages”);
(iii) to institute and prosecute proceedings to enforce in whole or in part the specific
performance of this Agreement, and/or to enjoin or restrain the breaching party from commencing or
continuing said breach, and/or to cause the breaching party by injunction to correct and cure said
breach or threatened breach (a “Specific Performance Proceeding”); and (iv) to institute
and prosecute proceedings for actual damages as a result of said breach (“Actual Damages”).



     (b) EDC agrees that it has no right to, and shall not attempt to elect to, exercise or
exercise any remedy under this Agreement and that all such rights are reserved to the City.



     (c) (i) Subject to Section 6.2(c)(ii) below, if the City fails to perform an act
required under this Agreement within the time specified in this Agreement (or if no time is
specified, within a reasonable time), Developer’s sole and exclusive remedies against the City
shall be to institute and prosecute proceedings to: (x) enforce in whole or in part the specific
performance of this Agreement by the City, and/or to enjoin or restrain the City from commencing or
continuing said breach, and/or cause by injunction the City to correct and cure said breach or
threatened breach; or (y) reform this Agreement in such respects as may be determined to be
equitable in light of the failure of the City.



     (c) (ii) Notwithstanding anything to the contrary set forth in Section 6.2(c)(i)
above, with respect to any defaults or breaches by the City of any of its obligations under
Section 5.2 or Section 14.26, Developer shall have available all rights and
remedies under applicable law, in equity, or under this Agreement, on a cumulative basis, and the
exercise by Developer of any one or more of such remedies shall not preclude the exercise by it, at
the same or different times, of any other such remedies for the same default or breach.



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     6.3 Mandatory Sale



     (a) Should Developer’s Casino License be revoked by a final, non-appealable order or should
Developer fail to renew its Casino License due to the actions or omissions of Developer, the City
may, on written notice to Developer delivered within sixty (60) days following such event,
institute the procedures set forth below whereby Developer disposes of the Casino Complex (a
“Mandatory Sale”). If the City fails to deliver such notice to Developer within such sixty (60)
day period, the City shall be deemed to have waived the Mandatory Sale remedy. If Developer shall
have obtained a Casino License prior to the delivery of such notice, the remedy of Mandatory Sale
shall not be available.



     (b) Following receipt of a timely notice, Developer shall commence good faith efforts to
dispose of the Casino Complex in a manner consistent with this Agreement, including satisfying all
the requirements of Section 8. In effecting such disposition, Developer shall be entitled
to seek to maximize its own economic return, subject to consultation with the City. During the
period in which Developer is endeavoring to effect the disposition of the Casino Complex in a
Mandatory Sale, it shall continue to operate the Casino Complex pursuant to and in accordance with
this Agreement or Developer shall request that a conservator be appointed to operate the Casino
Complex on its behalf pending such disposition.



     6.4 Termination



     Except for the provisions that by their terms survive, this Agreement shall terminate as
provided in this Agreement.



     6.5 Liquidated Damages



     City and Developer covenant and agree that because of the difficulty and/or impossibility of
determining City’s damages upon certain Events of Default and breaches of this Agreement as set
forth in Section 2.5(a) and Section 6.1(h), by way of detriment to the public benefit and
welfare of the City through lost employment opportunities, lost tourism, degradation of the
economic health of the City and loss of revenue, both directly and indirectly, Developer shall pay
to City, as liquidated damages and not as a penalty, and as the City’s sole remedy for such delay,
an amount per calendar day for each calendar day during the “Damage Period,” as hereinafter
defined, equal to Forty Thousand Dollars ($40,000). For purposes of this Section 6.5, the
Damage Period shall commence on the date the City delivers written notice to Developer after such
default of its election to receive liquidated damages and shall continue until the date that such
default is cured.



     6.6 Limitation of Remedies



     City’s remedies for, and only for, the Events of Default enumerated below, shall be limited as
follows:



     (a) Upon an Event of Default due to the breach by Developer of any of the obligations set
forth in Sections 1.3, 2.2(c) or 3.13, the City may elect to (i) institute a Specific



25









 




Performance Proceeding, (ii) receive Actual Damages from Developer or (iii) terminate this
Agreement.




     (b) Upon an Event of Default due to a breach by Developer arising under this Agreement not
otherwise specified in Section 6.6(a) or limited by Sections 6.3 or 6.5, the City may elect
either to (i) institute a Specific performance Proceeding or (ii) receive Actual Damages from
Developer.



7. City’s Right to Perform Developer’s Covenants




     If Developer at any time shall fail to take out, pay any insurance premiums for, maintain or
deliver any of the insurance policies in the manner provided for herein, or shall fail to pay any
sums, costs, expenses, charges, payments or deposits to be paid by Developer hereunder after notice
and the expiration of any applicable cure period, City, without waiving or releasing Developer from
any obligation of Developer contained in this Agreement or waiving or releasing any rights of City
hereunder, at law or in equity, may (but shall be under no obligation to) pay any such sums, costs,
expenses, charges, payments or deposits payable by Developer hereunder. All sums paid by City and
all costs and expenses incurred by City in connection with the performance of any such obligation,
together with interest thereon at the Default Rate from the respective dates of City’s making of
each such payment or incurring of each such sum, cost, liability, expense, charge, payment or
deposit until the date of actual repayment to City, shall be paid by Developer to City on demand.
Any payment or performance by City pursuant to the foregoing provisions of this Section shall not
be nor be deemed to be a waiver or release of breach or default of Developer with respect thereto
or of the right of City to take such other action as may be permissible hereunder, at law or in
equity if an Event of Default by Developer shall have occurred. The City’s rights under this
Section 7 shall survive termination of this Agreement.



8. Transfers




     8.1 Transfer of Development Agreement



     Developer shall not, whether by operation of law or otherwise, Transfer this Agreement or the
Casino Complex without the prior written consent of the Mayor and City Council; provided,
however, that the Mayor and City Council’s right to consent to the Transfer of the Casino
Complex shall be of no further force and effect at such time as the business operated at the Casino
Complex no longer includes gaming activities.



     8.2 Transfer of Ownership Interest



     (a) For purposes of this Section 8.2, “Restricted Owner” means (i) Developer
and (ii) any Person who directly or indirectly owns or holds any interest in Developer or any
Casino Component Manager/Operator of a Component other than any Person who would be a Restricted
Owner due solely to that Person’s ownership of (x) a direct or indirect interest in a Publicly
Traded Corporation or (y) a five percent (5%) or less direct or indirect interest in (1) Developer



26









 




unless, in the case of clause (y), upon completion of any Transfer the transferee will in the
aggregate own or hold a five percent (5%) or more direct or indirect ownership interest in
Developer, or (2) the Casino Component Manager/Operator of a Component. The covenants that
Developer is to perform under this Agreement for City’s and EDC’s benefit and the services that
each Casino Component Manager/Operator of a Component renders with respect to the Casino Complex
are personal in nature. City and EDC are relying upon Developer and the Casino Component
Manager/Operators in the exercise of their skill, judgment, reputation and discretion with respect
to the Casino Complex. From and after the Execution Date under the Amended Agreement, any
Transfer by a Restricted Owner of (x) any direct ownership interest in Developer or any Casino
Component Manager/Operator of a Component, whether held by virtue of partnership, limited liability
company, corporation or other form of entity; or (y) any ownership interest in any Restricted
Owner, whether held by virtue of partnership, limited liability company, corporation or through
other form of entity shall require the prior written consent of City, provided that with respect to
a Transfer by any Restricted Owner other than a Transfer by Developer, any Affiliate of Developer
or any Affiliate of any Casino Component Manager/Operator of a Component, City shall not withhold
its consent to any Transfer unless the transferee (i) is in default on any debts due City, EDC or
any other entity (a “Municipal Supported Entity”) that receives or received any City
funding or subsidy to carry out its activities; (ii) has defaulted on any other material
obligations to City, EDC or any Municipal Supported Entity whether or not such default has been
cured; or (iii) has engaged in any frivolous litigation or made any frivolous claims against City
as determined by a court, or has been found liable to the City for abuse of process or malicious
prosecution with respect to claims against the City.




     (b) Nothing contained in this Section 8.2 shall prevent a Transfer of (x) an ownership
interest in a Restricted Owner by: any Person (1) to that Person’s spouse, child or parent
(“Family Members”); (2) to an entity whose beneficial owners consist solely of such
transferor and/or the Family Members of the transferor; (3) to the beneficial owners of the
transferor if the transferor is an entity; (4) to any Person who owns any direct or indirect
interest in any Restricted Owner; (5) to any Person to whom the City previously has consented to a
Transfer; (6) by operation of law; and (7) to an institutional lender on account of a pledge to
such lender or (y) an ownership interest in Developer or Restricted Owner or in any Affiliate of
Developer or Restricted Owner in connection with a public offering registered pursuant to the
Securities Act.



     (c) All transferees shall hold their interests subject to the restrictions of this Section
8.



     (d) Developer shall notify City as promptly as practicable upon Developer becoming aware of
any Transfer.



     (e) Developer agrees to (x) include in all Casino Component Management Agreements of a
Component a transfer restriction provision substantially similar to the transfer restriction set
forth in this Section 8.2 and to cause the Casino Component Manager/Operator of a Component
to acknowledge that City is a third-party beneficiary of such provision; and (y) cause each
Restricted Owner, other than a Publicly Traded Corporation, to (1) place a legend on its ownership
certificate, if any, or include in its organizational documents, a transfer restriction provision
substantially similar to the transfer restriction set forth in this Section 8.2 and (2)
either enforce such provision or acknowledge that City is a third-party beneficiary of such
provision.



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9. Insurance




     9.1 Maintain Insurance



     Developer shall maintain in full force and effect the types and commercially reasonable
amounts of insurance as set forth on Exhibit 9.1 to the extent available at commercially
reasonable rates. Self insurance shall be permitted in accordance with First Class Casino Complex
Standards.



     9.2 Form of Insurance and Insurers



     Whenever, under the terms of this Agreement, Developer is required to maintain insurance, City
and EDC shall be additional named insureds in all such insurance policies to the extent of their
insurable interest, if any. All policies of insurance provided for in this Agreement shall be
effected under valid and enforceable policies, in commercially reasonable form issued by
responsible insurers which are authorized to transact business in the State, having a Best rating
of not less than A+ or its equivalent from another recognized rating agency. As soon as
practicable following the Closing Date, Developer shall deliver to City and EDC a copy of each
policy, together with proof reasonably satisfactory to City and EDC that the full premiums have
been paid or provided for at least the first year of the term of such policies. Thereafter, as
promptly as practicable prior to the expiration of each such policy, Developer shall deliver to
City and EDC an Accord certificate, together with proof reasonably satisfactory to City and EDC
that the full premiums have been paid or provided for at least the renewal term of such policies
and as promptly as practicable, a copy of each renewal policy.



     9.3 Other Policies



     Developer shall not take out separate insurance concurrent in form or contributing in the
event of loss with that required in this Agreement unless City and EDC are additional named
insureds therein to the extent of their insurable interest, if any, with loss payable as provided
in Section 9.2. Developer shall as promptly as practicable notify City and EDC of the
taking out of any such separate insurance and shall cause copies of the original policies in
respect thereof to be delivered as required in Section 9.2.



28









 





     9.4 Insurance Notice



     Each such policy of insurance to be provided hereunder shall contain, to the extent obtainable
on a commercially reasonable basis, (a) a provision that no act or omission of Developer which
would otherwise result in forfeiture or reduction of the insurance therein provided shall affect or
limit the obligation of the insurance company to pay City or EDC the amount of any loss sustained
to the extent of its insurable interest, if any, and (b) an agreement by the insurer that such
policy shall not be canceled or modified without at least thirty (30) days prior written notice by
registered mail, return receipt requested, to City and EDC.



     9.5 Keep in Good Standing



     Developer shall observe and comply with the requirements of all policies of public liability,
fire and other policies of insurance at any time in force with respect to the Casino Complex and
Developer shall so perform and satisfy the requirements of the companies writing such policies.



     9.6 Blanket Policies



     Any insurance provided for in this Article may be provided by blanket and/or umbrella policies
issued to Developer covering the Casino Complex and other properties owned or leased by Developer;
provided, however, that the amount of the total insurance allocated to the Casino Complex shall be
such as to furnish in protection the equivalent of separate policies in the amounts herein required
without possibility of reduction or coinsurance by reason of, or damage to, any other premises
covered therein, and provided further that in all other respects, any such policy or policies shall
comply with the other specific insurance provisions set forth herein and Developer shall make such
policy or policies or a copy thereof available for review by City and EDC at the Casino Complex.



10. Environmental




     10.1 Representations and Warranties



     Developer, as a further inducement to the City to enter into this Agreement, represents and
warrants to the City that to the best of Developer’s knowledge, neither Developer nor anyone
affiliated with or claiming through or under the Developer has disposed, stored, discharged,
treated, or released any hazardous substance or waste, as defined in the Environmental Laws, at,
on, in, under, to or from the Railroad Property.



     10.2 Indemnity



     Developer shall indemnify, defend and hold harmless from any and all claims or demands
(including reasonable attorney’s fees) resulting from any breach of the representation and warranty
set forth in Section 10.1.



29









 





     10.3 Contribution



     Developer shall not in any manner, including but not limited to by way of a third party claim,
commence litigation against the City for contribution or indemnity under the Environmental Laws
and/or the common law arising directly or indirectly from the discharge, release, deposit, storage
or treatment of hazardous substances or wastes, as defined under the Environmental Laws, at, on,
in, under, to and from the Railroad Property in violation or the representation and warranty set
forth in Section 10.1.



     10.4 Survival



The provisions of this Section 10 shall survive any termination of this Agreement and shall
not be deemed to be merged with any deed.



11. Damage and Destruction




     11.1 Damage or Destruction



     In the event of damage to or destruction of improvements at the Casino Complex or any part
thereof by fire, casualty or otherwise, Developer, at its sole expense and whether or not the
insurance proceeds, if any, shall be sufficient therefor, shall promptly repair, restore, replace
and rebuild (collectively, “Restore”) the improvements, as nearly as possible to the same
condition that existed prior to such damage or destruction using materials of an equal or superior
quality to those existing in the improvements prior to such casualty. All work required to be
performed in connection with such restoration and repair is hereinafter called the
“Restoration.” Developer shall obtain a permanent certificate of occupancy as soon as
practicable after the completion of such Restoration. If neither Developer nor any Mortgagee shall
commence the Restoration of the improvements or the portion thereof damaged or destroyed promptly
following such damage or destruction and adjustment of its insurance proceeds, or, having so
commenced such Restoration, shall fail to proceed to complete the same with reasonable diligence in
accordance with the terms of this Agreement, City may, but shall have no obligation to, complete
such Restoration at Developer’s expense. Upon City’s election to so complete the Restoration,
Developer immediately shall permit City to utilize all insurance proceeds which shall have been
received by Developer, minus those amounts, if any, which Developer shall have applied to the
Restoration, and if such sums are insufficient to complete the Restoration, Developer, on demand,
shall pay the deficiency to City. Each Restoration shall be done subject to the provisions of this
Agreement.



     11.2 Use of Insurance Proceeds



     (a) Subject to the conditions set forth below, all proceeds of casualty insurance on the
improvements shall be made available to pay for the cost of Restoration if any part of the
improvements are damaged or destroyed in whole or in part by fire or other casualty. All such
insurance proceeds, less the cost of collection, shall be paid into a trust account to be created
by an independent third party (“Insurance Trustee”) to be chosen by (i) the First Mortgagee
if the



30









 




Casino Complex is encumbered by a First Mortgage or (ii) Developer and City in the event there
is no First Mortgagee, within ten (10) days of when the proceeds are to be made available. Nothing
herein shall prohibit the First Mortgagee from acting as the Insurance Trustee. If Developer or
City for whatever reason, cannot or will not participate in the selection of the Insurance Trustee,
then the other party shall select the Insurance Trustee. Developer shall name the Insurance
Trustee appointed pursuant to this Section 11.2 as the sole loss payee on Developer’s
casualty insurance. If those parties who participate in the selection process cannot agree on the
selection of the Insurance Trustee, either City or Developer may apply to the Circuit Court for the
County for the appointment of a local bank having a capital surplus in excess of Two Hundred
Million Dollars ($200,000,000) as the Insurance Trustee. The Insurance Trustee shall hold the
insurance proceeds in trust to be disbursed in stages to pay for the cost of the Restoration, as
hereafter provided. The Insurance Trustee shall deposit the insurance proceeds in an interest
bearing account and any after tax interest earned thereon shall be added to the insurance proceeds.
All fees and expenses of the Insurance Trustee shall be paid by Developer.




     (b) Promptly following any damage or destruction to the improvements by fire, casualty or
otherwise, Developer shall:




	 	(1)	 	give written notice of such damage or destruction to City and each Mortgagee;
and
	 
	 	(2)	 	deliver an agreement by Developer to complete the Restoration in a reasonable
amount of time plus periods of time as performance by Developer is prevented by Force
Majeure events (other than financial inability) after occurrence of the fire or
casualty.





     (c) After satisfaction of the conditions specified in paragraph (b) of this Section, insurance
proceeds shall be paid to Developer, or City, as the case may be, from time to time thereafter in
installments, but not more frequently than once a month, upon application to be submitted from time
to time by Developer to Insurance Trustee showing the cost of work, labor, services, materials,
fixtures and equipment incorporated in the Restoration, or incorporated therein since the last
previous application, and paid for by Developer or then due and owing. The amount of any
installment to be paid to Developer shall be such proportion of the total insurance proceeds as the
cost of work, labor, services, materials, fixtures and equipment theretofore incorporated by
Developer into the Restoration bears to the total estimated cost of the Restoration by Developer,
less all payments heretofore made to Developer out of the insurance proceeds. Upon completion of
and payment for the Restoration by Developer, the balance of the insurance proceeds shall be paid
over to Developer, subject to the rights of any Mortgagee named as an insured. If the estimated
cost of any Restoration exceeds the insurance proceeds received by Insurance Trustee, then prior to
the commencement of such Restoration or thereafter if at any time that the cost to complete the
Restoration exceeds the unapplied portion of such insurance proceeds, Developer shall from time to
time immediately deposit with Insurance Trustee cash funds in the amount of such excess, to be held
and applied by Insurance Trustee in accordance with the provisions hereof. If City elects to make
the Restoration at Developer’s expense, as provided in Section 11.1, then, as provided
above with respect to Developer, Insurance Trustee shall pay over the insurance proceeds to City,
from time to time, upon City’s application accompanied by a certificate containing the statements
required under clauses (i), (ii)



31









 




and (iii) of Section 11.2(d)(1), to the extent not previously paid to Developer
pursuant to this Section 11.2(c), and Developer shall pay to Insurance Trustee, on demand,
any sums which City certifies to be an estimate of the amount necessary to complete the
Restoration, less the undisbursed insurance proceeds.




     (d) The following shall be conditions precedent to each payment made to Developer as provided
in Section 11.2:




	 	(1)	 	There shall be submitted to Insurance Trustee the certificate of the architect
stating (i) that the sum then requested to be withdrawn either has been paid by
Developer or is justly due to contractors, subcontractors, materialmen, engineers,
architects or other Persons (whose names and addresses shall be stated) who have
rendered or furnished work, labor, services, materials, fixtures or equipment for the
work and giving a brief description of such work, labor, services, materials, fixtures
or equipment and the principal subdivisions or categories thereof and the several
amounts so paid or due to each of said Persons in respect thereof, and stating in
reasonable detail the progress of the Restoration up to the date of said certificate;
(ii) that no part of such expenditures has been or is being made the basis, in any
previous or then pending request, for the withdrawal of insurance money or has been
made out of the proceeds of insurance received by Developer; and (iii) that the balance
of the insurance proceeds held by Insurance Trustee will be sufficient, upon completion
of the Restoration, to pay for the same in full, and stating in reasonable detail an
estimate of the cost of such completion.
	 
	 	(2)	 	There shall be furnished to Insurance Trustee appropriate sworn statements and
lien waivers (which comply with the mechanics’ lien laws of the State) from all Persons
receiving payment under such draw.
	 
	 	(3)	 	There shall be furnished to Insurance Trustee a title search, or a similar
certificate of a title insurance company reasonably satisfactory to Insurance Trustee,
showing that there are no liens affecting the Casino Complex or any part thereof in
connection with work done, authorized or incurred at or relating to the Casino Complex
which had not been discharged of record, except such as will be discharged upon payment
of the amount then requested to be withdrawn.





     (e) Notwithstanding anything in this Section 11.2 to the contrary, insurance proceeds
for any fire or casualty of less than Forty Million Dollars ($40,000,000) shall not be paid to the
Insurance Trustee to be disbursed as provided in Section 11.2, but instead such proceeds
shall be paid by the insurer directly into a segregated account established by Developer for the
purpose of funding the Restoration. This account is established as an assurance fund to guarantee
the completion of the Restoration. Developer retains the right to withdraw funds from this account
to pay for the Restoration and to any excess funds in the account following completion of the
Restoration. Upon receipt of such proceeds in the account, Developer shall promptly undertake and
complete the Restoration in accordance with this Article.



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     11.3 No Termination



     No destruction of or damage to the improvements, or any portion thereof or property therein by
fire, flood or other casualty, whether such damage or destruction be partial or total, shall permit
Developer to terminate this Agreement or relieve Developer from its obligations hereunder.



     11.4 Condemnation



     (a) If a Major Condemnation occurs, Developer may at its option construct a new Casino Complex
on another Qualified Casino Complex Site or terminate this Agreement. If Developer elects to
construct a new Casino Complex it shall proceed diligently to acquire a new Qualified Casino
Complex Site and to construct a new Casino Complex which complies with the provisions of this
Agreement in all material respects, with such modifications as may be necessary due to site
conditions. The provisions of this Agreement pertaining to the design and construction of the
Casino Complex shall apply to the new Casino Complex, and the provisions of Section 11.4(b)
which are applicable to the application of Proceeds in the event of a Minor Condemnation shall
apply to any portion of such Proceeds which are not payable to a First Mortgagee and other lenders.
Developer’s obligation to operate the Casino Complex shall be suspended for a reasonable period of
time in order to enable Developer to construct a new Casino Complex.



     (b) If a Minor Condemnation occurs or the use or occupancy of the Casino Complex or any part
thereof is temporarily requisitioned by a civil or military governmental authority, then (a) this
Agreement shall continue in full force and effect; (b) Developer shall promptly perform all
Restoration required in order to repair any physical damage to the Casino Complex caused by the
Condemnation, and to restore the Casino Complex, to the extent reasonably practicable, to its
condition immediately before the Condemnation. If a Minor Condemnation occurs, any Proceeds in
excess of Forty Million Dollars ($40,000,000) will be and are hereby, to the extent permitted by
applicable law and agreed to by the condemnor, assigned to and shall be withdrawn and paid into an
escrow account to be created by an escrow agent (the “Escrow Agent”) selected by (i) the
First Mortgagee if the Casino Complex is encumbered by a First Mortgage; or (ii) Developer and City
in the event there is no First Mortgagee, within ten (10) days of when the Proceeds are to be made
available. If Developer or City for whatever reason cannot or will not participate in the
selection of the Escrow Agent, then the other party shall select the Escrow Agent. Nothing herein
shall prohibit the First Mortgagee from acting as the Escrow Agent. This transfer of the Proceeds,
to the extent permitted by applicable law and agreed to by the condemnor, shall be self-operative
and shall occur automatically upon the availability of the Proceeds from the Condemnation and such
Proceeds shall be payable into the escrow account on the naming of the Escrow Agent to be applied
as provided in this Section 11.4. If City or Developer are unable to agree on the
selection of an Escrow Agent, either City or Developer may apply to the Circuit Court for the
County for the appointment of a local bank having a capital surplus in excess of Two Hundred
Million Dollars ($200,000,000) as the Escrow Agent. The Escrow Agent shall deposit the Proceeds in
an interest-bearing escrow account and any after tax interest earned thereon shall be added to the
Proceeds. The Escrow Agent shall disburse funds from the Escrow Account to pay the cost of the
Restoration in accordance with



33









 




the procedure described in Section 11.2(b), (c) and (d). If the cost of the
Restoration exceeds the total amount of the Proceeds, Developer shall be responsible for paying the
excess cost. If the Proceeds exceed the cost of the Restoration, the Escrow Agent shall distribute
the excess Proceeds, subject to the rights of the Mortgagees. Nothing contained in this
Section 11.4 shall impair or abrogate any rights of Developer against the condemning
authority in connection with any Condemnation. All fees and expenses of the Escrow Agent shall be
paid by Developer.




12. Indemnification




     12.1 Indemnification by Developer



     (a) Developer shall defend, indemnify and hold harmless City, EDC and each of their officers,
agents and employees (collectively the “Indemnitees” and individually an
“Indemnitee”) from and against any and all liabilities, losses, damages, costs, expenses,
claims, obligations, penalties and causes of action (including reasonable fees and expenses for
attorneys, paralegals, expert witnesses and other consultants at the prevailing market rate for
such services) whether based upon negligence, strict liability, absolute liability, product
liability, misrepresentation, contract, implied or express warranty or any other principal of law,
that are imposed upon, incurred by or asserted against Indemnitees or which Indemnitees may suffer
or be required to pay and which arise out of or relate in any manner to any of the following
occurring prior to the Termination Date: (1) Developer’s ownership, possession, use, condition or
occupancy of the Casino Complex or any part thereof or any Improvement thereon; (2) Developer’s
operation or management of the Casino Complex or any part thereof; (3) the performance of any labor
or services or the furnishing of any material for or at the Casino Complex or any part thereof by
or on behalf of Developer or enforcement of any liens with respect thereto; (4) any personal
injury, death or property damage suffered or alleged to have been suffered by Developer (including
Developer’s employees, agents or servants), the Casino Complex Operator/Managers (including their
employees, agents or servants) or any third person as a result of any action or inaction of
Developer; (5) any work or things whatsoever done in, or at the Casino Complex or any portion
thereof, or off-site pursuant to the terms of this Agreement by or on behalf of Developer; (6) the
condition of any building, facilities or improvements at the Casino Complex or any non-public
street, curb or sidewalk at the Casino Complex, or any vaults, tunnels, malls, passageways or space
therein; (7) any breach or default on the part of Developer for the payment, performance or
observance of any of its obligations under all agreements entered into by Developer or any of its
Affiliates relating to the performance of services or supplying of materials to the Casino Complex
or any part thereof; (8) any act, omission or negligence of any tenant, or any of their respective
agents, contractors, servants, employees, licensees or other tenants; ; and (9) any claim by a
third party relating to or arising from any failure of Developer to comply with all Governmental
Requirements. In case any action or proceeding shall be brought against any Indemnitee based upon
any claim in respect of which Developer has agreed to indemnify any Indemnitee, Developer will upon
notice from Indemnitee defend such action or proceeding on behalf of any Indemnitee at Developer’s
sole cost and expense and will keep Indemnitee fully informed of all developments and proceedings
in connection therewith and will furnish Indemnitee with copies of all papers served or filed
therein, irrespective of by whom served or filed. Developer shall defend such action with counsel
it selects provided that such counsel is reasonably satisfactory to Indemnitee. Such counsel shall
not be deemed reasonably satisfactory




34












 




to Indemnitee if counsel has: (i) a legally cognizable conflict of interest with respect to
City or EDC; (ii) within the five (5) years immediately preceding such selection performed legal
work for City or EDC which in their respective reasonable judgment was inadequate; or (iii)
frequently represented parties opposing City or EDC in prior litigation. Each Indemnitee shall
have the right, but not the obligation, at its own cost, to be represented in any such action by
counsel of its own choosing, but Developer and its counsel shall control such defense and shall not
be obstructed by the Indemnitee. Developer shall have the sole right to compromise, settle, defend
or concede any claim or liability against which it is obligated to indemnify and defend, and the
Indemnitees shall enter into such agreements and shall consent to such judgments as Developer may
reasonably request, if such agreements and judgments impose only monetary damages upon the
Indemnitees and Developer pays such claim, liability or judgment.




     (b) Notwithstanding anything to the contrary contained in Section 12.l(a) but further
subject to Section 12.1(c) below, Developer shall not indemnify and shall have no
responsibility to Indemnitees for: (i) any matter involving the gross negligence or willful
misconduct of any of the Indemnitees; (ii) any matter giving rise to any liability of any of the
Indemnitees prior to the April 9, 1998, except for such liabilities arising from acts or omissions
undertaken by or at the request or insistence of Developer; (iii) any liability arising with
respect to portions of the Casino Complex owned or under the control of the City, the EDC, or any
instrumentality or subdivision thereof prior to April 9, 1998 which arises from any acts or
omissions of any Indemnitee occurring prior to the April 9, 1998; (iv) liability, if any, arising
from the City’s acquisition of or negotiations for the acquisition of the Riverfront Site,
including causes of actions relating to condemnation or inverse condemnation by or against the City
and all other matters described in Section 3.15(d); (v) any failure by the City or any subdivision
or instrumentality thereof to exercise its police and similar public safety powers with respect to
the Casino Complex, but only to the extent Developer is not required to undertake or perform such
services pursuant to the terms of this Agreement; or (vi) any breach by City or EDC of its
obligations pursuant to this Agreement; or (vii) any liability arising with respect to any off-site
infrastructure improvements owned or under the control of the City which arise from acts or
omissions of the City; or (viii) any liability arising as a consequence of the City’s ownership of
all or any part of the Casino Complex prior to Developer’s acquisition of same.



     (c) The foregoing exclusions from Developer’s obligation to indemnify Indemnitees set forth in
Section 12.1(b) above shall in no event apply to Developer’s environmental indemnity
obligations set forth in Section 10.1.



13. Force Majeure




     13.1 Definition of Force Majeure



     (a) An event of “Force Majeure” shall mean the following events or circumstances, to
the extent that they delay or otherwise adversely affect the performance beyond the reasonable
control of Developer, or its agents and contractors, of their duties and obligations under this
Agreement, or the performance by the City or the EDC of their respective duties and obligations
under this Agreement:



35









 





     (b) Strikes, lockouts, labor disputes, inability to procure materials, failure of utilities,
labor shortages or explosions;



     (c) Changes in Governmental Requirements by any Governmental Authority, first effective after
the date of this Agreement.



     (d) Acts of God, tornadoes, hurricanes, floods, sinkholes, fires and other casualties,
landslides, earthquakes, epidemics, quarantine, pestilence, and/or abnormal inclement weather;



     (e) Acts of a public enemy, acts of war, terrorism, effects of nuclear radiation, blockades,
insurrections, riots, civil disturbances, or national or international calamities;



     (f) Concealed and unknown conditions of an unusual nature that are encountered below ground or
in an existing structure;



     (g) Any temporary restraining order, preliminary injunction or permanent injunction, or
mandamus or similar order, unless based in whole or in part on the actions or failure to act of
Developer;



     (h) Inability to have a Qualified Casino Complex Site Properly Zoned within 120 days after
this Agreement is executed by all parties and approved by City Council;



     (i) Unreasonable delay by the State in licensing Persons or any Component of the Casino
Complex, to the extent necessary, under the Act;



     (j) Causes (other than insufficiency of financial resources) beyond the reasonable control of
the party seeking the benefits of this Section 13.1; or



     (k) In the case of the City or the EDC, an Event of Default on the part of the Developer, and
in the case of the Developer, an Event of Default on the part of the City or the EDC.



     13.2 Notice.



     Developer shall promptly notify the City of the occurrence of an event of “Force Majeure” and
describe in reasonable detail the nature of the event.



     13.3 Excuse of Performance



     (a) Notwithstanding any other provision of this Agreement to the contrary, Developer shall be
entitled to an adjustment in the time for or excuse of the performance of any duty or obligation of
Developer under this Agreement for Force Majeure events, but only for the number of days due to
and/or resulting as a consequence of such causes and only to the extent that such occurrences
actually prevent or delay the performance of such duty or obligation or cause such performance to
be commercially unreasonable.



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14. Miscellaneous




     14.1
Notices



     Notices shall be given as follows:



     (a) Any notice, demand or other communication which any party may desire or may be required to
give to any other party shall be in writing delivered by (i) hand-delivery, (ii) a nationally
recognized overnight courier, (iii) telecopy, or (iv) mail (but excluding electronic mail, i.e.,
“e-mail”) addressed to a party at its address set forth below, or to such other address as the
party to receive such notice may have designated to all other parties by notice in accordance
herewith:



	 	 	 	 	 
	 

	 	If to City:
	 	Mayor
	 

	 	 	 	City of Detroit
	 

	 	 	 	1126 Coleman A. Young Municipal Center
	 

	 	 	 	Two Woodward Avenue
	 

	 	 	 	Detroit, Michigan 48226
	 

	 	 	 	Telecopier No.: 313-224-4433
	 
	 	 	 	 
	 

	 	with copies to:
	 	Corporation Counsel
	 

	 	 	 	City of Detroit
	 

	 	 	 	First National Building
	 

	 	 	 	660 Woodward Avenue
	 

	 	 	 	Suite 1650
	 

	 	 	 	Detroit, Michigan 48226
	 

	 	 	 	Telecopier No.: 313-224-5505
	 
	 	 	 	 
	 

	 	If to EDC:
	 	The Economic Development Corporation
	 

	 	 	 	of the City of Detroit
	 

	 	 	 	211 West Fort Street, Suite 900
	 

	 	 	 	Detroit, Michigan 48226
	 

	 	 	 	Telecopier No.: 313-963-9786
	 
	 	 	 	 
	 

	 	If to Developer:
	 	Bernard Bouschor, Manager
	 

	 	 	 	Greektown Casino, L.L.C.
	 

	 	 	 	Sault Ste. Marie Tribe of Chippewa Indians
	 

	 	 	 	523 Ashmun Street
	 

	 	 	 	Sault Ste. Marie, Michigan 49783
	 

	 	 	 	Telecopier No.: 906-635-6502
	 
	 	 	 	 
	 

	 	With copies to:
	 	Daniel T. Green, Esq.
	 

	 	 	 	Sault Ste. Marie Tribe of Chippewa Indians
	 

	 	 	 	523 Ashmun Street
	 

	 	 	 	Sault Ste. Marie, Michigan 49783
	 

	 	 	 	Telecopier No.: 906-632-6587






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	 	 	 	Joel J. Morris, Esq.
	 

	 	 	 	Jaffe, Raitt, Heuer & Weiss, P.C.
	 

	 	 	 	One Woodward Avenue
	 

	 	 	 	Suite 2400
	 

	 	 	 	Detroit, Michigan 48226
	 

	 	 	 	Telecopier No.: 313-961-8358






     (b) Any such notice, demand or communication shall be deemed delivered and effective upon the
earlier to occur of actual delivery or, if delivered by telecopier, the same day as confirmed by
telecopier transmission or the first Business Day thereafter if telecopied on a non-Business Day.



     (c) If any party to this Agreement has questions or concerns regarding this Agreement,
interpreting this Agreement or performing obligations under this Agreement, such party shall
provide written notice of its question or concern to the City’s Corporation Counsel at the address
provided in Section 14.1(a) and to the City of Detroit, Chief Financial Officer, 1200
Coleman A. Young Municipal Center, Two Woodward Avenue, Detroit, Michigan 48226, Telecopier No.
                    .



     14.2 Non-Action or Failure to Observe Provisions of this Agreement



     (a) The failure of City, EDC or Developer to promptly insist upon strict performance of any
term, covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other
agreement contemplated hereby, shall not be deemed a waiver of any right or remedy that City, EDC
or Developer may have, and shall not be deemed a waiver of a subsequent default or nonperformance
of such term, covenant, condition or provision.



     14.3 Applicable Law and Construction



     (a) The laws of the State shall govern the validity, performance and enforcement of this
Agreement. This Agreement has been negotiated by City, EDC and Developer, and the Agreement,
including the Exhibits, shall not be deemed to have been negotiated and prepared by City, EDC or
Developer, but by each of them.



     14.4 Submission to Jurisdiction



     (a) Each party to this Agreement hereby submits to the jurisdiction of the Wayne County
Circuit Court, the appellate courts of the State and to the jurisdiction of the United States
District Court for the Eastern District of the State, for the purposes of any suit, action or other
proceeding arising out of or relating to this Agreement, and hereby agrees not to assert by way of
a motion as a defense or otherwise that such action is brought in an inconvenient forum or that the
venue of such action is improper or that the subject matter thereof may not be enforced in or by
such courts.



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     (b) If at any time during the term of this Agreement, Developer is not a resident of the State
or has no officer, director, employee, or agent thereof available for service of process as a
resident of the State, or if any permitted assignee thereof shall be a foreign corporation,
partnership or other entity or shall have no officer, director, employee, or agent available for
service of process in the State, Developer or its assignee hereby designates the Secretary of State
of the State, as its agent for the service of process in any court action between it and City
and/or EDC or arising out of or relating to this Agreement and such service shall be made as
provided by the laws of the State for service upon a non-resident; provided, however, that at the
time of service on the Secretary of State, copy of such service shall be delivered to Developer in
the manner provided in Section 14.1.



     14.5 Complete Agreement



     This Agreement, and all the documents and agreements described or referred to herein,
including the Exhibits hereto, constitute the full and complete agreement between the parties
hereto with respect to the subject matter hereof, and supersedes and controls in its entirety over
any and all prior agreements (including the Amended Agreement), understandings, representations and
statements whether written or oral by each of the parties hereto.



     14.6 Holidays



     It is hereby agreed and declared that whenever a notice or performance under the terms f this
Agreement is to be made or given on a day other than a Business Day, it shall be postponed to the
next following Business Day.



     14.7 Exhibits



     Each Exhibit referred to and attached to this Agreement is an essential part of this
Agreement.



     14.8 No Brokers



     City, EDC and Developer hereby represent, agree and acknowledge that no real estate broker or
other person is entitled to claim or to be paid a commission as a result of the execution and
delivery of this Agreement.



     14.9 No Joint Venture



     City and EDC on the one hand and Developer on the other, agree that nothing contained in this
Agreement or any other documents executed in connection herewith is intended or shall be construed
to establish City and/or EDC and Developer as joint venturers or partners.



39









 





     14.10 Governmental Authorities



     Notwithstanding any other provisions of this Agreement, but subject to Section 2.5(b),
any required permitting, licensing or other regulatory approvals by any Governmental Authorities
shall be subject to and undertaken in accordance with the established procedures and requirements
of such authority, as may be applicable, with respect to similar projects and in no event shall the
Governmental Authority by virtue of any provision of this Agreement be obligated to take any
actions concerning regulatory approvals except through its established processes.



     14.11 Technical Amendments



     In the event that there are minor inaccuracies contained herein or any Exhibit attached hereto
or any other agreement contemplated hereby, or the parties agree that changes are required due to
unforeseen events or circumstances, or technical matters arising during the term of this Agreement,
which changes do not alter the substance of this Agreement, the respective officers of City and
EDC, and the officers of Developer, are authorized to approve such changes, and are authorized to
execute any required instruments, to make and incorporate such amendment or change to this
Agreement or any Exhibit attached hereto or any other agreement contemplated hereby.



     14.12 Unlawful Provisions Deemed Stricken



     If this Agreement contains any unlawful provisions not an essential part of this Agreement and
which shall not appear to have a controlling or material inducement to the making thereof, such
provisions shall be deemed of no effect and shall be deemed stricken from this Agreement without
affecting the binding force of the remainder. In the event any provision of this Agreement is
capable of more than one interpretation, one which would render the provision invalid and one which
would render the provision valid, the provision shall be interpreted so as to render it valid.



     14.13 No Liability for Approvals and Inspections



     Except as may be otherwise expressly provided herein, no approval to be made by the City under
this Agreement or any inspection of the Work by City under this Agreement, shall render City liable
for failure to discover any defects or non-conformance with this Agreement, or a violation of or
noncompliance with any federal, state or local statute, regulation, ordinance or code.



     14.14 Time of the Essence



     All times, wherever specified herein for the performance by Developer of its obligations
hereunder, are of the essence of this Agreement.



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     14.15 Captions



     The captions of this Agreement are for convenience of reference only and in no way define,
limit or describe the scope or intent of this Agreement or in any way affect this Agreement.



     14.16 Arbitration



     (a) Matters Subject to Arbitration. In case of a dispute between Developer, on the
one hand, and City on the other, with respect to any disagreement under this Agreement other than a
disagreement with respect to any of the following items, the parties shall in good faith attempt to
resolve such dispute through informal negotiations (“Negotiations”). In the event the
parties reach a resolution during Negotiations such resolution shall be set forth in a writing
signed by all parties and may be enforced in any court of competent jurisdiction as if it were an
arbitration award, pursuant to Section 14.16(j). In the event either party determines in
its sole discretion that a resolution cannot be reached during the Negotiations, such party may
deliver to the other party written notice to terminate the Negotiations and to refer the
disagreement to binding arbitration consistent with the procedures set forth below. The decision
of the arbitrator or arbitrators shall be final and binding upon the parties, and a judgment may be
rendered thereon in any court of competent jurisdiction. The matters not subject to arbitration
hereunder are as follows:




	 	(1)	 	Any dispute arising under Section 3.5; or






	 	(2)	 	Any dispute asserted by City which could give rise to an Event of Default to
which a Mandatory Sale is a remedy available to City.





     (b) Commencement. The Negotiations shall be initiated by the claiming party serving
written notice upon the other party requesting commencement of informal negotiations. If either
party determines that Negotiations should be terminated and arbitration shall be commenced, said
party shall initiate arbitration proceedings by serving written notice upon the other party
requesting that the dispute be resolved by arbitration. All notices sent pursuant to this
Section 14.16, shall set forth a statement of claim from the claiming party indicating with
specificity the nature and extent of the matter in dispute, together with the relief requested.



     (c) Situs of hearing. Any Negotiations and/or hearings held pursuant to this
Section 14.16 shall be conducted in Detroit, Michigan, or at such other place as may be
selected by mutual written agreement of the parties.



     (d) Selection of Arbitrator.




	 	(1)	 	Within fifteen (15) days of being served with the statement of claim, the
parties to the arbitration shall appear by counsel and meet to attempt to agree on a
single arbitrator to decide the subject claim. If the parties to the arbitration
cannot agree on a single arbitrator within fifteen (15) days after the appearance of
counsel, then each party shall select an arbitrator, and the two (2) arbitrators so
selected shall




41









 






	 	 	 	together select a third (3rd) arbitrator within fifteen (15) days. The three (3)
arbitrators so selected shall thereafter decide the matter in dispute.






	 	(2)	 	In order to expedite any arbitration regarding construction matters, the
parties shall, within ninety (90) days of the Closing Date, select an arbitrator or if
the parties cannot agree on a single arbitrator within such ninety (90) days, then each
party shall select an arbitrator, and the two (2) arbitrators so selected shall select
a third (3rd) arbitrator within thirty (30) days, which arbitrator or panel shall be
available to hear any dispute concerning construction matters arising under this
Agreement during the period of construction of the Casino Complex. With respect to any
dispute concerning construction matters, the arbitrator or arbitrators selected shall
be knowledgeable in construction disputes involving major projects.






	 	(3)	 	With respect to any dispute concerning gaming matters, the arbitrator or
arbitrators selected shall be knowledgeable in casino gaming matters and selected in
the same manner as set forth in Section 14.16(d)(1).






	 	(4)	 	If the parties are unable to agree on a single arbitrator, and thereafter if
either party fails to select an arbitrator within fifteen (15) days, then the
arbitrator or arbitrators shall be chosen, on the application of any party, by any
court of competent jurisdiction.





     (e) Rules and Procedures. The statement of claim and all subsequent proceedings in
the arbitration shall be governed by the Commercial Arbitration Rules of the American Arbitration
Association, as amended from time to time, but the arbitration itself shall not be administered by
or proceed before the American Arbitration Association. Any subject claim that a party has
breached this Agreement by failing to pay any money when due and payable or has failed to perform a
duty or obligation hereunder, which is presented in accordance herewith, shall proceed
expeditiously and, to the extent applicable, the Commercial Arbitration Rule’s Expedited Procedures
(other than as to appointment of the arbitrator) shall apply.



     (f) Modification of Rules and Procedures. The parties to any arbitration subject to
this Agreement may on an ad hoc basis stipulate in writing to modify the rules and procedures set
forth herein that will govern the particular arbitration to which they are the parties; provided,
however, that no such stipulation and modification shall govern, or have any precedential value
whatsoever for, any other or subsequent arbitration or shall affect in any way the construction or
interpretation of this Agreement.



     (g) Scope of Authority. Except as otherwise provided in this Agreement, including the
provisions set forth in Section 6, the Arbitrator or Arbitrators shall have the authority
to award any and all legal and equitable remedies that a court of this state could order or grant,
including specific performance of any obligation created under the Agreement, the issuance of an
injunction or the imposition of sanctions for abuse or frustration of the arbitration process.



     (h) Interim Relief. Either party may, without inconsistency with this Agreement, seek
from a court of competent jurisdiction any interim or provisional relief that may be necessary to
protect the rights or property of that party and to preserve the status quo, pending



42









 







the establishment of the arbitration tribunal. If a party is successful in achieving such
interim or provisional relief, the arbitration tribunal, once established, is authorized to: (x)
continue such relief pending the arbitration tribunal’s determination of the merits of the
controversy; (y) modify such relief as deemed equitable by the Arbitrator(s) pending the
arbitration tribunal’s determination of the merits of the controversy; or (z) immediately terminate
such relief and proceed with a resolution of merits of the controversy.



     (i) Costs of Arbitration. The costs of the arbitrator shall be split equally by the
parties to an arbitration, but the arbitrator shall provide in the award that if City is the
prevailing party, the City shall recover its share of such costs as well as its reasonable
attorneys’ fees and other costs from Developer. If Developer is the prevailing party, Developer
shall have no obligation to pay the attorney’s fees and costs of City and Developer shall recover
its share of costs and reasonable attorney’s fees if and only if the arbitrator finds that the
claims of the City are frivolous and that City are subject to sanctions therefor.



     (j) Enforcement. If either party refuses to participate in arbitration of any dispute
subject to arbitration under the terms of this Agreement, a party may seek to compel arbitration in
accordance herewith in any court of competent jurisdiction. If any party fails to comply with a
final award or order of arbitration, a party may seek an order from any court of competent
jurisdiction confirming, vacating or modifying any such final arbitration award or order obtained
in accordance with this Agreement and enforcing any judgment upon such confirmed or modified award.



     (k) Parties Subject to Arbitration. This Section 14.16 is applicable to
disputes arising between Developer and the City, regarding disputes, claims, questions, or
disagreements arising out of or relating to each parties’ rights, duties and/or obligations
established pursuant to this Agreement. Section 14.16 shall in no way limit the right of
the City or its agencies, authorities and/or instrumentalities or Developer to institute
proceedings in any court of competent jurisdiction from disputes, claims, questions, or
disagreements arising between Developer and the City or its agencies, authorities and/or
instrumentalities while the City or its agencies, authorities and/or instrumentalities are acting
pursuant to their normal City functions such as, without limitation, disputes arising from the
permitting and/or inspection processes.



     (l) Confidentiality. Subject to applicable law, the parties and the arbitrator(s)
agree to maintain the substance of any proceedings hereunder in confidence.



     14.17 Sunset Provision



     (a) The obligations imposed on Developer by and under Section 3.2 shall lapse and be
of no further force and effect after April 9, 2008.



     (b) The obligations imposed on Developer by and under Section 3.13 shall lapse and be
of no further force or effect after April 9, 2033.



     (c) The obligations imposed on Developer by and under Section 3.3 shall lapse and be
of no further force or effect ten (10) years after the Closing.



43









 





     14.18 Compliance



     Any provision that permits or requires a party to take action shall be deemed to permit or
require, as the case may be, the party to cause the action to be taken.



     14.19 Table of Contents



     The table of contents is for the purpose of convenience only and is not to be deemed or
construed in any way as part of this Agreement or as supplemental thereto or amendatory thereof.



     14.20 Number and Gender



     All terms used in this Agreement, regardless of the number or gender in which they are used,
shall be deemed to include any other number and any gender as the context may require.



     14.21 Third Party Beneficiary



     There shall be no third party beneficiaries with respect to this Agreement.



     14.22 Cost of Investigation



     If as a result of the Agreement, City or any of their directors or officers, the Mayor, or any
City Council members, or any employee, agent, or representative of City is required to be licensed
or approved by the Board, one-third (1/3) of all reasonable costs of such licensing, approval or
investigation shall be paid by Developer within five (5) Business Days following receipt of a
written request from City.



     14.23 Attorneys’ Fees



     Developer shall pay all of City’s and EDC’s costs, charges and expenses, including court costs
and attorneys’ fees, incurred in enforcing Developer’s obligations under this Agreement or incurred
by City or EDC in any action brought by Developer in which City or EDC is the prevailing party. If
Developer is the prevailing party, Developer shall have no obligation to pay the attorneys’ fees
and costs of City and/or EDC and Developer shall recover its share of costs and reasonable
attorneys’ fees if and only if the court finds that the claims of the City and/or EDC are frivolous
and that City and/or EDC are subject to sanctions.



     14.24 Further Assurances



     City and Developer will cooperate and work together in good faith to the extent reasonably
necessary and commercially reasonable to accomplish the mutual intent of the parties that the
Casino Complex be successfully completed as expeditiously as is reasonably possible.



44









 





     14.25 Estoppel Certificates



     City and EDC shall, at any time and from time to time, upon not less than fifteen (15)
Business Days prior written notice from any lender of Developer, execute and deliver to any lender
of Developer an estoppel certificate in the form attached hereto as Exhibit 14.25. 



     14.26 Consent For Certain Amendments



     The City agrees that it will not amend or revise a development agreement of any other Detroit
Casino Developer without first obtaining the consent of Developer and all other Detroit Casino
Developers if such amendment has the effect of:



     (a) permitting a Casino Complex to locate in violation of Section 1.3(a) as currently
drafted;



     (b) permitting a Casino Complex to have more than 100,000 square feet of gaming space;



     (c) amending the Radius Restriction;



     (d) amending the provisions regarding transfer of the Development Agreement or direct or
indirect interests described in Section 8;



     (e) altering the manner in which Development Process Costs are paid among Developer and the
other Detroit Casino Developers; and



     (f) eliminating or materially modifying restrictions on matters having a material impact on
the operations of Developer’s Casino Complex.



     The City and EDC will furnish Developer with a copy of each development agreement with another
Detroit Casino Developer and with any amendment thereof.



     14.27 Counterparts



     This Agreement may be executed in counterparts, each of which shall be deemed to be an
original document and together shall constitute one instrument.



15. Definitions




     (a) The terms defined in this Section 15 shall have the meanings indicated for
purposes of this Agreement. Definitions which are expressed by reference to the singular or plural
number of a term shall also apply to the other number of that term. Capitalized terms which are
used primarily in a single Section of this Agreement are defined in that Section.



     (b) “Additional Hotel Rooms” mean the difference between an eight hundred (800) room
hotel Component and the number of hotel rooms constructed at the Casino Complex by December 31,
2005.




45












 





     (c) “Act” means the Michigan Gaming Control and Revenue Act, being Sections 432.101
et. seq. of the Michigan Compiled Laws, as amended from time to time, together with
all rules and regulations issued in connection therewith or promulgated thereunder.




     “Adjusted Gross Receipts” shall have the same meaning as given to such term in
the Act.



     (d) “Affiliate” means a Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by, or is under common Control with, another Person. For
purposes of clarification, Affiliates of Developer include, without limitation, Monroe Partners,
L.L.C., a Michigan limited liability company, and Kewadin Greektown Casino, L.L.C., a Michigan
limited liability corporation.



     (e) “Agreement” means this Revised Development Agreement.



     (f) “Amended Agreement” means the Amended and Restated Development Agreement dated
April 9, 1998, as amended by the First Amendment dated June 25, 1998, the Second Amendment dated
December, 1999, the Third Amendment dated November 30, 2000, the Fourth Amendment dated November
30, 2001, the Fifth Amendment dated March ___, 2002, the Sixth Amendment dated April ___ 2002, the
Seventh Amendment dated June 12, 2002 and the Eighth Amendment dated July 31, 2002, among the City,
the EDC and Developer.



     (g) “Board” means the Michigan Gaming Control Board, or its successors.



     (h) “Boundaries” means that area within the City which is bounded on the south by
Jefferson Avenue, on the east by Interstate 375, on the north by a line running from Interstate 375
along Interstate 75, Grand River Avenue and Sycamore Street to Trumbull Avenue, and on the west by
Trumbull Avenue as extended to Jefferson Avenue.



     (i) “Business Day” means all weekdays except Saturday and Sunday and those that are
official legal holiday of the City, State or the United States government. Unless specifically
stated as “Business Days,” a reference to “days” means calendar days.



     (j) “Casino” means any premises wherein gaming is conducted by Developer pursuant to
this Agreement, and for purposes of Section 12, any premises wherein gaming has been
conducted by Developer pursuant to this Agreement or the Amended Agreement, and includes all
buildings, improvements, equipment, and facilities used or maintained in connection with such
gaming.



     (k) “Casino Complex” means the Casino and all buildings, restaurants, hotel
structures, recreational or entertainment facilities, restaurants or other dining facilities, bars
and lounges, retail stores and other amenities that are connected with, or operated in such an
integral manner as to form a part of the same operation whether on the same tract of land or
otherwise.



     (l) “Casino Component Manager/Operator” means the Person(s) engaged, hired and/or
retained by Developer to manage and/or operate one or more Components under a Casino Component
Management Agreement.



46









 





     (m) “Casino Component Management Agreement” means any management agreement between
Developer and a Casino Component Manager/Operator pertaining to the management and/or operation of
one or more Components.



     (n) “Casino Gaming Operations” means any gaming operations permitted under the Act and
offered or conducted at the Casino Complex.



     (o) “Casino License” means the license issued by the Board to operate the Casino and
engage in Casino Gaming Operations.



     (p) “Casino Manager” means the Person engaged, hired or retained by Developer to
manage and/or operate the Casino and the Casino Gaming Operations.



     (q) “City” means the City of Detroit, a Michigan municipal corporation.



     (r) “City Council” means the City Council of the City.



     (s) “Closing Certificate” means the certificate to be delivered by Developer in the
form as attached hereto as Exhibit 15(S).



     (t) “Closing” means the date on which all of the conditions set forth in Section
1.4 are satisfied and/or waived.



     (u) “Completion,” or “Completed” means for the Casino Complex, the completion
of the Work, as evidenced by the issuance of a temporary certificate of occupancy by the
appropriate Governmental Authority the parking structure, gaming area, hotel rooms, retail floor
space and restaurant floor space (and/or in the case of the retail and restaurant floor spaces, the
completion of such spaces as shells and their availability for leasing).



     (v) “Completion Date” means the date on which Completion occurs but, in any event,
shall not be later than December 31, 2005.



     (w) “Component” means, with respect to the Casino Complex, any of the following: the
hotel; Casino; restaurants; meeting and assembly space; ballroom; theater; retail space;
entertainment and recreational facilities; parking; private bus; limousine and taxi parking and
staging areas; the other facilities described on Section G of Exhibit A; and such
other facilities that may be added as Components by amendment to this Agreement.



     (x) “Condemnation” means a taking of all or any part of the Casino Complex by eminent
domain, condemnation, compulsory acquisition or similar proceeding by a competent authority for a
public or quasi-public use or purpose.



     (y) “Control(s)” or “Controlled” means the possession, direct or indirect, 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, as such terms are used by and
interpreted under federal securities laws, rules and regulations.



47









 





     (z) “Conveyance Agreement” means the Conveyance Agreement dated April 28, 1999 among
the City, the EDC and Developer.



     (aa) “County” means Wayne County, Michigan.



     (bb) “Default Rate” means a rate of interest at all times equal to the greater of (i)
the rate of interest announced from time to time by Comerica Bank, or its successors
(“Comerica”), at its City office, as its prime, reference or corporate base rate of
interest, or if Comerica is no longer in business in the City or no longer publishes a prime,
reference or corporate base rate of interest, then the prime, reference or corporate base rate of
interest announced from time to time by such local bank having from time to time the largest
capital surplus, plus four percent (4%) per annum or (ii) twelve percent (12%) per annum, provided,
however, the Default Rate shall not exceed the maximum rate allowed by applicable law.



     (cc) “Design Documents” means, collectively, as applicable, all engineering,
architectural and construction documents for the design and construction of the Casino Complex.



     (dd) “Detroit Based Business” is defined in Chapter 18 of the 1984 Detroit City Code.



     (ee) “Detroit Casino Complex” means any of the three casino complexes operated at any
time by any of the Detroit Casino Developers.



     (ff) “Detroit Casino Developers” means any of Developer, Detroit Entertainment,
L.L.C., a Michigan limited liability company, and MGM Grand Detroit, L.L.C., a Delaware limited
liability company, and their successors in interest.



     (gg) “Detroit Resident Business” means any business with at least four employees which
employs at least fifty-one percent (51%) Detroit residents. An individual employee will be
considered a Detroit resident once the business has presented proof of such individual’s payment of
the City of Detroit Income Tax in the previous taxable year, or proof that the individual is now
subject to payment of Detroit Income Tax due to his/her residence in the City of Detroit.



     (hh) “Developer” means Greektown Casino, L.L.C., a Michigan limited liability company,
or its successors or assigns as permitted hereunder.



     (ii) “Development Process Costs” means, to the extent not otherwise payable by
Developer hereunder, the aggregate amount of any and all costs and expenses in good faith paid, or
incurred by, City and/or EDC to third parties in connection with the Detroit Casino Complexes,
beginning with the planning and preparation of the RFP/Q; provided, that Development Process Costs
do not include (i) Infrastructure Improvement costs or Feehold Compensation, as such terms are
defined in the Amended Agreement, or (ii) any costs relating to the Riverfront Site, the
condemnation, acquisition or optioning of the Riverfront Site by the City and the EDC, the
relocation of businesses located therein, or any other matter related to or arising out of the
foregoing, including those matters set forth in Section 3.15(d), or (iii) salaries, overhead and
other costs of the City and the EDC related to municipal or EDC employees, or (iv) the cost of the
City’s governmental functions.



48









 





     (jj) “direct or indirect interest” means an interest in an entity held directly or an
interest held indirectly through interests in one or more intermediary entities connected through a
chain of ownership to the entity in question, taking into account the dilutive effect of the
interests of others in such intermediary entities.



     (kk) “EDC” means The Economic Development Corporation of the City of Detroit, a
Michigan public body corporate.



     (ll) “Environmental Laws” means all federal, state and local statutes, ordinances,
regulations and rules relating to environmental quality, health, safety, contamination and
clean-up, including the Clean Air Act, 42 U.S.C. Section 7401 et seq.; the Clean Water Act, 33
U.S.C. Section 1251 et seq., and the Water Quality Act of 1987; the Federal Insecticide, Fungicide,
and Rodenticide Act (“FIFRA”), 7 U.S.C. Section 136 et seq.; the Marine Protection,
Research, and Sanctuaries Act, 33 U.S.C. Section 1401 et seq.; the National Environmental Policy
Act, 42 U.S.C. Section 4321 et seq.; the Occupational Safety and Health Act, 29 U.S.C. Section 651
et seq.; the Resource Conservation and Recovery Act (“RCRA”), 42 U.S.C. Section 6901 et
seq., as amended by the Hazardous and Solid Waste Amendments of 1984; the Safe Drinking Water Act,
42 U.S.C. Section 300f et seq.; the Comprehensive Environmental Response, Compensation and
Liability Act (“CERCLA”), 42 U.S.C. Section 9601 et seq., as amended by the Superfund
Amendments and Reauthorization Act, the Emergency Planning and Community Right-to-Know Act, and
Radon Gas and Indoor Air Quality Research Act; the Toxic Substances Control Act (“TSCA”),
15 U.S.C. Section 2601 et seq.; the Federal Hazardous Materials Transportation Act, 49 U.S.C.
Section 1801 et seq.; the Atomic Energy Act, 42 U.S.C. Section 2011 et seq.; the Nuclear Waste
Policy Act of 1982, 42 U.S.C. Section 10101 et seq.; and the Michigan Natural Resources and
Environmental Protection Act (“NREPA”), MCL 324.3101-.21551, with implementing regulations
and to the extent legally enforceable, guidelines. Environmental Laws shall also include all
state, regional, county, municipal and other local laws, regulations, rules and ordinances insofar
as they purport to regulate human health, the environment or Hazardous Materials.



     (mm) “Equal Opportunity Employment Plan” means a voluntary plan for the employment of
women and Minorities in the Casino Complex and in the construction of the Casino Complex.



     (nn) “Event of Default” shall have the meaning ascribed to it in Section 6.1.



     (oo) “Financial Statements” means a balance sheet and related statements of income and
cash flows of Developer.



     (pp) “Financing” means the act, process or an instance of obtaining funds for the
Casino Complex, whether secured or unsecured, including but not limited to (i) issuing securities;
(ii) drawing upon any existing or new credit facility; or (iii) contributions to capital by any
Person.



     (qq) “Finance Affiliate” means any Affiliate created to effectuate all or any portion
of a Financing.



49









 





     (rr) “Final Completion” means for the Casino Complex, the completion of the Work, as
evidenced by the fact that Developer is entitled to a temporary certificate of occupancy by the
appropriate Governmental Authority for all Components to which a certificate of occupancy would
apply (other than retail and restaurant space completed as shells and available for leasing).



     (ss) “Final Completion Date” means June 30, 2006.



     (tt) “Finish Work” refers to the finishes which create the internal and external
appearance of the Casino Complex.



     (uu) “First Class Casino Complex Standards” means the standards of quality established
and maintained on the date hereof at Monte Carlo Resort and Casino, Las Vegas, Nevada, taken as a
whole.



     (vv) “First Mortgage" means the first priority Mortgage.



     (ww) “First Mortgagee" means the holder of the First Mortgage.



     (xx) “Fiscal Year” means the fiscal year that ends on the last day of the fiscal year
of Developer. The first Fiscal Year shall be the period commencing on the Effective Date and
ending on the last day of the fiscal year of Developer in which the Effective Date occurs. The
term “Full Fiscal Year” means any Fiscal Year containing not fewer than three hundred
sixty-five (365) days. The partial Fiscal Year commencing after the end of the last Full Fiscal
Year and ending with the termination of this Agreement shall constitute a separate Fiscal Year.



     (yy) “Force Majeure” shall have the meaning ascribed to such term in Section
13.1.



     (zz) “GAAP” means generally accepted accounting principles set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as may be approved by a significant segment of the
accounting profession for use in the United States, which are applicable to the circumstances as of
the date of determination.



     (aaa) “Gaming Area” means the space on which Casino Gaming Operations occur.



     (bbb) “Gaming Authorities” means all agencies, authorities and instrumentalities of
the City, State, or the United States, or any subdivision thereof, having jurisdiction over the
gaming or related activities at the Casino, including the Board, or their respective successors.



     (ccc) “Governmental Authority” or “Governmental Authorities” means any
federal, state, county or municipal governmental authority, including all executive, legislative,
judicial and administrative departments and bodies thereof (including any Gaming Authority) having
jurisdiction over Developer and/or the Casino Complex.



     (ddd) “Governmental Requirements” means all laws, ordinances, statutes, executive
orders, rules, zoning requirements and agreements of any Governmental Authority that are applicable
to the acquisition, remediation, renovation, demolition, development, construction and



50









 







operation of the Casino Complex including all required permits, approvals and any rules,
guidelines or restrictions enacted or imposed by Governmental Authorities, but only to the extent
that such laws, ordinances, statutes, executive orders, zoning requirements, agreements, permits,
approvals, rules, guidelines and restrictions are valid and binding on Developer and Developer
would be required to comply with the same without regard to this Agreement.



     (eee) “Greektown Casino” means the Casino currently owned and operated by Greektown
Casino, L.L.C. and located at 555 E. Lafayette, Detroit, Michigan 48226.



     (fff) “Hazardous Materials” means the following, including mixtures thereof: any
hazardous substance, pollutant, contaminant, waste, by-product, or constituent regulated under
CERCLA; the Michigan Natural Resources and Environmental Protection Act, MCL 324.101-.21551; oil
and petroleum products, natural gas liquids, liquefied natural gas and synthetic gas usable for
fuel; pesticides regulated under the FIFRA; asbestos and asbestos-containing materials,
polychlorinated biphenyls and other substances regulated under the TSCA; source material, special
nuclear material, by-product material and any other radioactive materials or radioactive wastes,
however produced, regulated under the Atomic Energy Act or the Nuclear Waste Policy Act; chemicals
subject to the OSHA Hazard Communication Standard, 29 C.F.R. §1910.1200 et seq.; solid wastes
whether or not hazardous within the meaning of RCRA; and any other hazardous substance, pollutant
or contaminant regulated under any other Environmental Law.



     (ggg) “including” and any variant or other form of such term means including but not
limited to.



     (hhh) “Indemnity Agreement” means that certain indemnity agreement by and among the
City, the Developer and the other Detroit Casino Developers in the form previously agreed to by
such parties.



     (iii) “Initial Hotel Component” is defined in Section 2.2(c).



     (jjj) “JEPAB” Funding Obligation” shall mean the obligation of the City to fund the
Two Million Dollars ($2,000,000) for the JEPAB pursuant to Section 3.5(k).



     (kkk) “Loan Default” means an event of default or default or event or condition which,
with respect to Developer or its Finance Affiliate without further notice or passage of time, would
entitle a mortgagee to exercise the right to foreclose upon, acquire, possess or obtain the
appointment of a receiver or other similar trustee or officer over all or a part of Developer’s
interest in the Casino Complex.



     (lll) “Local Partner(s)” means any Person who directly or indirectly through an entity
or series of entities owns an interest in Monroe Partners, L.L.C.



     (mmm) “Major Condemnation” means a Condemnation either (i) of the entire Casino
Complex, or (ii) of a portion of the Casino Complex if, as a result of the Condemnation, it would
be imprudent or unreasonable to continue to operate the Casino Complex even after making all
reasonable repairs and restorations.



51









 





     (nnn) “Manage” means to generate, manufacture, process, treat, store, use, re-use,
refine, recycle, reclaim, blend or burn for energy recovery, incinerate, accumulate speculatively,
transport, transfer, dispose of or abandon Hazardous Materials.



     (ooo) “Mandatory Sale" shall have the meaning ascribed to it in Section 6.2(d).



     (ppp) “Mayor" means the duly elected Mayor of the City.



     (qqq) “Memorandum of Agreement” shall mean a memorandum of this Agreement in
recordable form and otherwise satisfactory in form and substance to City, EDC and Developer in the
exercise of reasonable judgment.



     (rrr) “Minor Condemnation” means a Condemnation that is not a Major Condemnation.



     (sss) “Minority Business Development Fund” shall mean a Forty Million Dollar
($40,000,000) fund established by the City from payments made by the Detroit Casino Developers
under their respective development agreements, aggregating Thirty Million Dollars ($30,000,000),
and an additional Ten Million Dollars ($10,000,000) from other funds received by the City from the
Developers under their respective development agreements, to be used for Minority business
development purposes and to satisfy the JEPAB Funding Obligation.



     (ttt) “Minority” means that term as defined in Section 18-5-31 of Chapter 18 of the
1984 Detroit City Code.



     (uuu) “Mortgage” means a mortgage on all or any part of Developer’s interest in the
Casino Complex.



     (vvv) “Mortgagee” means the holder from time to time of a mortgage on all or any part
of Developer’s interest in the Casino Complex.



     (www) “Permitted Affiliate Payments” means (i) payments which represent compensation
for goods and services purchased or acquired from an Affiliate in the ordinary course of business;
(ii) distributions required under Developer’s operating agreement to satisfy tax payments; (iii)
payments of interest or principal to any Affiliate of Developer, with respect to money borrowed
from such Affiliate provided no acceleration of such payments shall be a Permitted Affiliate
Payment unless as and to the extent loans to such Affiliate from third parties have been
accelerated; (iv) payments to any Casino Manager which are used by such Casino Manager to pay
compensation and benefits to its employees; (v) distributions to Developer’s members in an amount
equal to, and to be used solely for the purpose of paying, principal and interest on money borrowed
to make capital contributions to Developer.



     (xxx) “Permits” means all licenses, permits, approvals, consents and authorizations
that Developer is required to obtain from any Governmental Authority to perform and carry out its
obligations under this Agreement including permits and licenses necessary to demolish, build, open,
operate and occupy the Casino Complex.



52









 





     (yyy) “Person” means an individual, a corporation, partnership, limited liability
company, association or other entity, a trust, an unincorporated organization, or a governmental
unit, subdivision, agency or instrumentality.



     (zzz) “Proceeds” means the compensation paid by the condemning authority to the City
and/or Developer in connection with a Condemnation, whether recovered through litigation or
otherwise, but excluding any compensation paid in connection with a temporary taking.



     (aaaa) “Properly Zoned” means SD-5 zoning has been approved by City Council.



     (bbbb) “Publicly Traded Corporation” shall have the same meaning as defined in the
Act, except that the Kewadin Casinos Gaming Authority and any other corporation wholly owned by the
Sault Ste. Marie Tribe of Chippewa Indians shall be considered a Publicly Traded Corporation..



     (cccc) “Qualified Casino Complex Site” means any site upon which Developer may
construct and operate a Casino Complex, provided that the site is:




	 	(1)	 	located either within the Boundaries or in another location approved in writing
by the City and the other two Detroit Casino Developers;
	 
	 	(2)	 	Properly Zoned;
	 
	 	(3)	 	Located such that, absent the written consent of the City and the other two
Casino Developers (i) each property line of Developer’s Casino Complex is at least
one-third mile from the property lines of the Casino Complexes of the other two Detroit
Casino Developers, and (ii) there is no sharing with any other Detroit Casino developer
of any Casino Complex facilities. If two (2) prospective sites have property lines
which are within one-third (1/3) mile of each other, the first site to be acquired
shall be a permitted site for the Casino Complex to the exclusion of the other.
	 
	 	(4)	 	(In other words, Developer may locate or relocate its Casino Complex outside of
the Boundaries or share facilities with the casino complex of another Detroit Casino
Developer or locate within one-third mile of another Detroit Casino Developer’s casino
complex with the prior written consent of the City and the other two Detroit Casino
Developers.)





     (dddd) “Radius” means the geographic area encompassed by a circle having a radius of
one hundred fifty (150) miles and the intersection of Woodward and State Fair as its center.



     (eeee) “Railroad Property” means all real property owned by Jefferson Holdings,
L.L.C., a Michigan limited liability company, which was acquired from Riverfront Holdings, Inc. and
Grand Trunk Western Railroad Incorporated.



     (ffff) “Restricted Party” has the meaning set forth in Section 3.3 (Radius
Restriction).



53









 





     (gggg) “RFP/Q” means the Phase I and Phase II Request for Proposals and Qualifications
issued by the City in connection with the land-based casino development project for the City.



     (hhhh) “Riverfront Bonds” means (i) those bonds issued by the City in the principal
amount of $49,927,978.09 for the purpose of funding the acquisition of the Riverfront Site and
development and infrastructure costs, for which bonds Developer provided credit enhancement in the
form of a letter of credit, and (ii) any bonds the proceeds of which are used to retire Riverfront
Bonds.



     (iiii) “Riverfront Bond Fund” means the net proceeds of the Riverfront Bonds, plus all
interest earned on such proceeds, minus the cost of issuance and all disbursements.



     (jjjj) “Riverfront Site” means the Waterfront Reclamation and Casino Development
Project Area.



     (kkkk) “SD-5 zoning” means the current SD-5 zoning modified appropriately to take into
account each Detroit Casino Developer’s separate gaming site to be located within the Boundaries or
in another location approved in writing by the City and the other two Detroit Casino Developers.



     (llll) “Small Business Concern” is defined in Section 18-5-1 of the 1984 Detroit City
Code.



     (mmmm) “State” means the State of Michigan.



     (nnnn) “Transfer” means (i) any sale (including agreements to sell on an installment
basis), assignment, transfer, pledge, alienation, hypothecation, merger, consolidation,
reorganization, liquidation, or any other disposition by operation of law or otherwise, and (ii)
the creation or issuance of new or additional interests in the ownership of any entity.



     (oooo) “Termination Date” means the date that this Agreement is terminated as provided
in this Agreement.



     (pppp) “Work” means site preparation work and/or construction of the improvements in
accordance with the construction documents for the Casino Complex and includes labor, materials and
equipment to be furnished by a contractor or subcontractor.



[signature page follows]





54












 





     IN WITNESS WHEREOF, the parties hereto have set their hands and had their seals affixed on the
dates set forth after their respective signatures.



	 	 	 	 	 	 	 
	 	 	CITY OF DETROIT, a municipal corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Illegible
	 	 	 	 	 
	 

	 	 	 	Its:	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF DETROIT, a Michigan public body corporate
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Illegible
	 	 	 	 	 
	 

	 	 	 	Its:	 	Authorized Agent
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Illegible
	 	 	 	 	 
	 

	 	 	 	Its:	 	Authorized Agent
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	GREEKTOWN CASINO, L.L.C., a Michigan
limited liability company
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Illegible
	 	 	 	 	 
	 

	 	 	 	Its:
	 	Manager
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Illegible
	 	 	 	 	 
	 

	 	 	 	Its:
	 	Manager







55









 








TABLE OF CONTENTS




Table of Contents




	 	 	 	 	 	 	 
	 	 	 	 	Page
	1.

	 	General Provisions
	 	 	2	 
	 

	 	1.1 Findings
	 	 	2	 
	 

	 	1.2 Developer’2s Rights
	 	 	2	 
	 

	 	1.3 Location of the Casino Complex
	 	 	2	 
	 

	 	1.4 Closing
	 	 	2	 
	2.

	 	Design and Construction of Casino Complex
	 	 	3	 
	 

	 	2.1 No Responsibility for City
	 	 	3	 
	 

	 	2.2 Casino Complex
	 	 	4	 
	 

	 	2.3 Permits
	 	 	5	 
	 

	 	2.4 Quality of Work
	 	 	5	 
	 

	 	2.5 Construction and Scheduling
	 	 	5	 
	 

	 	2.6 Design and approval
	 	 	6	 
	 

	 	2.7 Approval by City
	 	 	6	 
	3.

	 	Other Obligations of Developer
	 	 	7	 
	 

	 	3.1 Casino Complex Operations
	 	 	7	 
	 

	 	3.2 Hours of Operation
	 	 	7	 
	 

	 	3.3 Radius Restriction
	 	 	7	 
	 

	 	3.4 Payment of Development Process Costs
	 	 	8	 
	 

	 	3.5 Social Commitments
	 	 	9	 
	 

	 	3.6 Default Rate
	 	 	12	 
	 

	 	3.7 Administration of this Agreement
	 	 	12	 
	 

	 	3.8 Memorandum of Agreement
	 	 	14	 
	 

	 	3.9 Financial Statements; Annual Business Plan
	 	 	14	 
	 

	 	3.10 Negative covenants
	 	 	14	 
	 

	 	3.11 Notification
	 	 	15	 
	 

	 	3.12 Veracity of Statements
	 	 	15	 
	 

	 	3.13 Use of Casino Complex
	 	 	16	 
	 

	 	3.14 Financing
	 	 	16	 
	 

	 	3.15 Riverfront Site Closeout
	 	 	17	 
	 

	 	3.16 Budgeting Assistance
	 	 	17	 
	 

	 	3.17 Offering of Interests in Developer
	 	 	19	 
	4.

	 	Representations and Warranties
	 	 	20	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	4.1 Representations and Warranties of Developer
	 	 	20	 
	 

	 	4.2 Representations and Warranties of the City
	 	 	20	 
	 

	 	4.3 Representations and Warranties of the EDC
	 	 	21	 
	5.

	 	Other Obligations of City
	 	 	21	 
	 

	 	5.1 Cooperation by the City
	 	 	21	 
	 

	 	5.2 Re-Selection
	 	 	22	 
	6.

	 	Default
	 	 	22	 
	 

	 	6.1 Events of Default
	 	 	22	 
	 

	 	6.2 Remedies
	 	 	24	 
	 

	 	6.3 Mandatory Sale
	 	 	25	 
	 

	 	6.4 Termination
	 	 	25	 
	 

	 	6.5 Liquidated Damages
	 	 	25	 
	 

	 	6.6 Limitation of Remedies
	 	 	25	 
	7.

	 	City’s Right to Perform Developer’s Covenants
	 	 	26	 
	8.

	 	Transfers
	 	 	26	 
	 

	 	8.1 Transfer of Development Agreement
	 	 	26	 
	 

	 	8.2 Transfer of Ownership Interest
	 	 	26	 
	9.

	 	Insurance
	 	 	28	 
	 

	 	9.1 Maintain Insurance
	 	 	28	 
	 

	 	9.2 Form of Insurance and Insurers
	 	 	28	 
	 

	 	9.3 Other Policies
	 	 	28	 
	 

	 	9.4 Insurance Notice
	 	 	29	 
	 

	 	9.5 Keep in Good Standing
	 	 	29	 
	 

	 	9.6 Blanket Policies
	 	 	29	 
	10.

	 	Environmental
	 	 	29	 
	 

	 	10.1 Representations and Warranties
	 	 	29	 
	 

	 	10.2 Indemnity
	 	 	29	 
	 

	 	10.3 Contribution
	 	 	30	 
	 

	 	10.4 Survival
	 	 	30	 
	11.

	 	Damage and Destruction
	 	 	30	 
	 

	 	11.1 Damage or Destruction
	 	 	30	 
	 

	 	11.2 Use of Insurance Proceeds
	 	 	30	 
	 

	 	11.3 No Termination
	 	 	33	 
	 

	 	11.4 Condemnation
	 	 	33	 
	12.

	 	Indemnification
	 	 	34	 
	 

	 	12.1 Indemnification by Developer
	 	 	34	 
	13.

	 	Force Majeure
	 	 	35	 






 









 






	 	 	 	 	 	 	 
	 	 	 	 	Page
	 

	 	13.1 Definition of Force Majeure
	 	 	35	 
	 

	 	13.2 Excuse of Performance
	 	 	36	 
	14.

	 	Miscellaneous
	 	 	37	 
	 

	 	14.1 Notices
	 	 	37	 
	 

	 	14.2 Non-Action or Failure to Observe Provisions of this Agreement
	 	 	38	 
	 

	 	14.3 Applicable Law and Construction
	 	 	38	 
	 

	 	14.4 Submission to Jurisdiction
	 	 	38	 
	 

	 	14.5 Complete Agreement
	 	 	39	 
	 

	 	14.6 Holidays
	 	 	39	 
	 

	 	14.7 Exhibits
	 	 	39	 
	 

	 	14.8 No Brokers
	 	 	39	 
	 

	 	14.9 No Joint Venture
	 	 	39	 
	 

	 	14.10 Governmental Authorities
	 	 	40	 
	 

	 	14.11 Technical Amendments
	 	 	40	 
	 

	 	14.12 Unlawful Provisions Deemed Stricken
	 	 	40	 
	 

	 	14.13 No Liability for Approvals and Inspections
	 	 	40	 
	 

	 	14.14 Time of the Essence
	 	 	40	 
	 

	 	14.15 Captions
	 	 	41	 
	 

	 	14.16 Arbitration
	 	 	41	 
	 

	 	14.17 Sunset Provision
	 	 	43	 
	 

	 	14.18 Compliance
	 	 	44	 
	 

	 	14.19 Table of Contents
	 	 	44	 
	 

	 	14.20 Number and Gender
	 	 	44	 
	 

	 	14.21 Third Party Beneficiary
	 	 	44	 
	 

	 	14.22 Cost of Investigation
	 	 	44	 
	 

	 	14.23 Attorneys’ Fees
	 	 	44	 
	 

	 	14.24 Further Assurances
	 	 	44	 
	 

	 	14.25 Estoppel Certificates
	 	 	45	 
	 

	 	14.26 Consent For Certain Amendments
	 	 	45	 
	 

	 	14.27 Counterparts
	 	 	45	 
	15.

	 	Definitions
	 	 	45	 







 












 





EXHIBIT A

TO

SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT

AMONG

CITY OF DETROIT

THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF DETROIT

AND

GREEKTOWN CASINO, L.L.C.




 









 





EXHIBIT A




SECOND AMENDED AND RESTATED DEVELOPMENT AGREEMENT




AMONG




CITY OF DETROIT




THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF DETROIT




AND




GREEKTOWN CASINO, L.L.C.



This Exhibit A forms a part of the Development Agreement referenced above. Terms which are not
otherwise defined in this Exhibit A have the same meaning as in balance of the Development
Agreement.



Section A. Organizational Structure of Developer and Affiliates



Developer



The Developer is a Michigan limited liability company. It is owned 50% by Kewadin Greektown
Casino, L.L.C. (“Kewadin Greektown”) and 50% by Monroe Partners, L.L.C. (“Monroe Partners”). It is
governed by a Management Board consisting of three members, two of whom are designated by Kewadin
Greektown and the other of which is designated by Monroe Partners.



The current members of the Developer’s Management Board are Bernard Bouschor (Chairman), Aaron
Payment and Marvin W. Beatty. Mr. Bouschor is also Chief Executive Officer (CEO) of the Developer.



Ownership



Kewadin Greektown is a Michigan limited liability company, which is wholly owned by the Kewadin
Casinos Gaming Authority (the “Gaming Authority”), which in turn is a wholly-owned tribal
instrumentality of the Sault Ste. Marie Tribe of Chippewa Indians (the “Sault Tribe”), a
federally-recognized Indian Tribe.



Monroe Partners is a Michigan limited liability company which is owned as described in the
following chart. The second column in the chart sets forth the current ownership of Monroe.
Monroe holds treasury interests which are subject to purchase options held by existing members. In
addition, Monroe intends to issue an additional 20% interest, of which 10% will be made available
to its existing members (except Kewadin Greektown) and the remaining 10% will be made available to
Detroit area residents. The third column sets forth the anticipated ownership percentages assuming
exercise of the treasury interests options and the issuance of the additional 20%.




Monroe Partners Ownership




	 	 	 	 	 	 	 	 	 
	 	 	Current	 	 	 	 
	 	 	Membership	 	 	Pro Forma	 
	Member	 	Interests	 	 	Membership Interests	 
	Kewadin Greektown
	 	 	80.000	%	 	 	60.000	%
	Monroe Partners
	 	 	10.000	%	 	 	-0-	 
	(Treasury Interests subject
to options)
	 	 	 	 	 	 	 	 
	Detroit Area Residents
	 	 	-0-	 	 	 	10.000	%
	Arthur B. Blackwell
	 	 	5.750	%	 	 	20.4375	%
	Christopher T. Jackson
	 	 	1.500	%	 	 	3.750	%
	Marvin W. Beatty
	 	 	0.500	%	 	 	2.250	%
	Robert Smith
	 	 	0.500	%	 	 	0.9375	%
	Anthony F. Harris
	 	 	0.0625	%	 	 	0.9275	%
	Intervale Medical Group Target
	 	 	0.375	%	 	 	0.5625	%
	Benefit Plan FBO
Anthony F. Harris
	 	 	 	 	 	 	 	 
	Jamal Harris
	 	 	0.0625	%	 	 	0.9375	%
	David Akins
	 	 	0.250	%	 	 	0.375	%
	Hills Howard
	 	 	0.250	%	 	 	0.375	%






A-1









 






	 	 	 	 	 	 	 	 	 
	 	 	Current	 	 	 	 
	 	 	Membership	 	 	Pro Forma	 
	Member	 	Interests	 	 	Membership Interests	 
	Victoria S. and John L. Loomis (JTWROS)
	 	 	0.250	%	 	 	0.375	%
	J.C. Douglas
	 	 	0.250	%	 	 	0.375	%
	George Evans
	 	 	0.250	%	 	 	0.375	%





Currently, all members other than Kewadin Greektown are Detroit area residents.





A-2












 




The pro forma organizational structure may be diagrammed as follows, assuming exercise of options
and issuance of interests as described above:








The Developer is currently owned 90% by the Sault Tribe and 10% by Detroit area residents (assuming
the treasury interest options are exercised). On a pro forma basis, the Developer is expected to
be ultimately owned 80% by the Sault Tribe and 20% by Detroit Area residents.
Background of Managers and Owners
Management Board



Bernard Bouschor, Chairman and CEO of Developer, is the Chairperson of the Sault Tribe, the
largest and most progressive Native American tribe east of the Mississippi. He serves as the Sault
Tribe’s Chief Executive Officer overseeing all administrative functions including the 29,000 member
tribe’s extensive governmental and social service operations. In his role as the Sault Tribe’s
Chief Operations Officer, he directs all economic development and enterprise activities including
the Sault Tribe’s five Vegas Kewadin gaming operations which are owned and have been managed exclusively by the Tribe since 1985. Mr. Bouschor is also Chairperson of the
Kewadin Casinos Gaming Authority.



Mr. Bouschor was hired as Executive Director for the Sault Tribe in 1976, shortly after earning his
B.S. degree in Business Administration in 1975. In 1976, he was first elected to his Tribal Board
of Directors and was made Vice Chairperson in 1984. In 1987, when the then Tribal Chairperson died
in office, Bouschor was appointed to complete the unexpired term. Mr. Bouschor was then elected to
his first four year term as Chairperson in 1988 and has been re-elected in 1992, 1996 and 2000.



The architect of the Sault Tribe’s economy, Mr. Bouschor has led the tribal employment base to a
current level of 2,700 employees, including doctors, lawyers, teachers, law enforcement officers
and counselors, as well as



A-3









 





numerous gaming and enterprise employees including gaming managers,
retail business managers, sales personnel, and accountants. As Chairperson, Mr. Bouschor has served
as the lead project manager to secure the Developer’s gaming license for Greektown Casino, the
nation’s first state-regulated casino operated by a Native American tribe in a major metropolitan
area.



In addition, Mr. Bouschor serves on the Tribe’s Economic Development Commission as Chair, he serves
on the Gaming Commission, and he is the Vice-President of a State of
Michigan Charter School Board.



Aaron Payment is Vice-Chairperson of the Sault Tribe. He was first elected to the Sault
Tribe’s Board of Directors in 1996 and was re-elected in 2000 whereupon he was appointed as the
Tribal Vice-Chairperson. In 2001, Mr. Payment became the Tribe’s Deputy Executive Director,
supervising governmental and social services. Mr. Payment’s prior employment history includes
working as a university instructor teaching public policy, policy analysis, research and statistics
and U.S. American Indian policy. Mr. Payment holds a bachelors degree in sociology (1988) and a
master’s degree in public administration (1991). He has completed a significant portion of his
doctoral studies in political science/ public administration.


Mr. Payment has also served in a number of administrative support services capacities to retain
ethic minorities students at Northern Michigan University, Lake Superior State University and
Michigan State University.



Mr. Payment serves on the Tribe’s Economic Development Commission and Gaming Commission, and he is
the President of a State of Michigan Charter School Board. Tribal legislative appointments and
committees include: the local Community Action Board, Community Care Clinic Board, local Dialysis
Board, Tribal Housing Board of Commissioners and the board of the Michigan Political Leadership
Program.



Marvin W. Beatty served for more than 22 years with the City of Detroit Fire Department.
On January 1, 1994, he retired from his position as Deputy Fire Commissioner. Thereafter, he was a
marketing consultant for Enterprise Uniform for approximately one year as a marketing consultant.
Mr. Beatty then became the Executive Director at the Wadsworth Community Center in Detroit,
Michigan and still holds that position. He is also currently Chairman and CEO of Graphics
Associates, a printing and graphic arts company, and President and COO of New Millennium
Associates, a supplier and consultant to the graphic arts industry.



In early 1995, the Detroit City Council appointed Mr. Beatty to serve a three (3) year term as a
member of the Board of Zoning Appeals for the City of Detroit. Mr. Beatty is a graduate of Osborne
High School and holds a B.A. degree from California Coast University and has completed courses of
study with the Wharton School and Schoolcraft College, as well as numerous employment-related
courses while with the Detroit Fire Department.



Messrs. Bouschor and Payment are Native Americans. Mr. Beatty is an African American.




Owners



Kewadin Greektown and Monroe Partners are special purpose entities whose sole
activity is holding their direct and indirect interests in the Developer, and activities incident
thereto.



The Gaming Authority, in addition to owning its interest in Kewadin Greektown, owns and
operates the Sault Tribe’s northern casinos. See Section B.



The Sault Tribe is a federally-recognized Indian tribe based in Sault Ste. Marie, Michigan.
It was organized in 1975 and has approximately 29,000 members. It operates five casinos in
northern Michigan as well as Greektown Casino, through the Gaming Authority. It also owns and
operates six hotels, two property management companies and four retail stores.



Arthur B. Blackwell, II served as a member of the Wayne County Board of Commissioners for
twelve (12) years. He served as that Board’s Chairman for approximately half of his tenure. Since
leaving the Board in March, 1995, Mr. Blackwell has formed and acted as an officer of DeWay
Development Company for the purpose of providing business training, development, marketing and
consulting services. He has also worked for four (4) years for the City of Detroit Fire
Department. As of the date of this Agreement, Mr. Blackwell serves as the Chairman of the Detroit
Port Authority and as a member of the Detroit-Windsor Port Corporation, a Canadian for-profit
corporation formed to advance the interests of the Detroit Port Authority and the Windsor Port
Authority.



Christopher T. Jackson is a native Detroiter. He is a graduate of Detroit’s Cass Technical
High School and Howard University in Washington, D.C. with a Bachelor of Arts in Political Science,
History and Arabic Studies. Mr. Jackson returned to Detroit to pursue a career in public service.
As the Chief of Staff for Detroit City Councilman Gil Hill from 1994 to 1996, Mr. Jackson’s major
accomplishments included facilitating relations between the business community and the city and
conducting research projects and significant voter registration efforts that resulted in his
receipt of a Detroit City Council Spirit of Service Award.



Mr. Jackson’s public service also includes working for Michigan Congressman John Conyers, Jr. and
former Detroit City Councilman John W. Peoples.



Now working in the private sector, Mr. Jackson currently is a member of Access Consulting L.L.C., a
Detroit based government relations firm, Detroit ATM and Credit Card Processing, LLC, Riverside
Building Services, LLC, Riverside Supply, LLC and Hawthorne Park Development Group, LLC.



A-4









 





Mr. Jackson attended the University of Detroit Mercy School of Law for two years and is very
committed to community activism. Awards and special recognition include: Ebony Magazine’s “30
Young Leaders of the Future” in December 1997; Access America’s 21st Century Leadership
Award in 1997; National Political Congress of Black Women’s “Man of the Year” award in 1996;
Detroit City Council Testimonial Resolution and the City of Detroit Spirit of Detroit Award;
co-chair MLK Ministers’ Dinner 2000; co-chair Nataki Taliba School House 21st Century
Committee; co-chair Detroit Public Schools All-Star Band Rose Parade Campaign, 2001-2002.



Marvin W. Beatty‘s background is discussed above under “Management Board.”



Reverend Robert Smith, Jr. has been a Baptist minister for 44 years and a pastor for more
than 31 years. He obtained his preacher’s license in 1965. After obtaining his license, he spent
14 years preaching to congregations in Alabama before moving to Detroit. For the past 20 years he
has served as Pastor at New Bethel Church in Detroit. As Pastor, Reverend Smith has initiated
several community service program and organizations. In 1983, Reverend Smith founded the New
Bethel Emergency Relief Center which provides food and clothing to more than 400 needy families
each month. In 1984, he created the New Bethel Redeemer Development Corporation in an effort to
demolish or rehabilitate abandoned buildings and purchase property in the Church’s community for
the development of a community center and commercial area. In 1989
he founded the New Bethel Center of Hope to provide substance abuse counseling to community
members.



Rev. Smith is a graduate of Miles College in Fairfield Alabama, and New Orleans Baptist Theological
Seminary where he received a Master of Divinity degree. He has also studied at Drew University in
the Doctor of Ministry program. Rev. Smith is a member of the Executive Board of the Michigan
Chapter of the Southern Christian Leadership Conference and has served as Vice-President and
Executive Board Member of the Detroit Chapter of the NAACP. He is also President of Redeemer
Community Development Corporation.



Anthony F. Harris is a Medical Doctor. As of the date of this Agreement, he conducts
business as Harris & Associates, P.C. from his offices at 15521 West Seven Mile Road, Detroit,
Michigan 48236. He has provided general practice medical service to the Detroit community since
1978. Dr. Harris holds an undergraduate degree from Wayne State University and an M.D. Degree from
the University of Michigan.



Jamal Harris is an attorney with the firm of Reid & Reid, P.C. He holds a Bachelors
Degree from the University of Michigan and a J.D. Degree from Fordham University.



David Akins is President and CEO of Wilson-Akins Funeral Homes. In 1976 he was an
investigator for the New Jersey Office of the Public Defender. From 1979 to 1985 he was Funeral
Director and Manager of Barksdale Funeral Homes in Detroit. He joined Wilson-Akins Funeral Homes
in 1985. In addition, from 1986 through 1991 Mr. Akins was a Professor of Mortuary Science at
Wayne State University. Mr. Akins holds a B.S. Degree in Criminal Justice from Trenton State
College, a Masters Degree in Guidance Counseling from University of Detroit-Mercy, and a
Certificate in Mortuary Science from Wayne State University.



Hills Howard, Jr. is a medical doctor engaged in private practice in Detroit since 1981.
He is affiliated with the Detroit Medical Center Hospitals. Prior to that time he was Chief of the
Department of Medicine of New Center Medical Plaza Group. From 1981 to 1995 he was Medical
Director of OmniCare Health Plan. He has also served as an emergency room physician at Detroit
General Hospital, a medical examiner for the Equitable Assurance Society of the U.S., a plant
physician for Ford Motor Company and a clinical instructor in Internal Medicine at Wayne State
University, a Utilization Consultant for North Detroit General Hospital, an NCQA Consultant for The
Wellness Plan .



Dr. Howard received a B.A. Degree from Wayne State University in 1971, and an M.D. Degree from
Wayne State University in 1975. His residency and internship was in internal medicine at Wayne
State University and Harper-Grace Hospital. Dr. Howard is a Director of the American Medical Care
and Review Association, an Assessor for the National Committee for Quality Assurance and a member
of the Physician Section of the Association of HMOs in Michigan. He is a fellow of the American
Board of Quality Assurance and Utilization Review Physicians and a member of the American College
of Physician Executives the American Medical Association, the Michigan State Medical Society and
the Detroit Medical Society. He is a Life Member of the NAACP.



John L. Loomis is a Medical Doctor. As of the date of this Agreement, he conducts business
as John L. Loomis, M.D., P.C. from his offices at 240 S.B. Milton Drive, River Rouge, Michigan
48218. He has served on the boards of directors of several area health service providers and has
provided general practice medical service and general surgery as a board certified general surgeon
to the Greater Detroit community since 1966. As of the date of this Agreement, Dr. Loomis devotes
most of his professional time to serving as the Medical Director for the Detroit office of the
Hospice of Michigan.



Victoria Suane Loomis was born and raised in River Rouge, Michigan, attended our Lady of
Lourdes Grade School in River Rouge and Cushing Academy in Ashburnham, Massachusetts.
She received a BA degree from the University of Michigan, Ann Arbor in Sociology. After
graduation, she worked as a Purchasing Agent at Sidney



A-5









 





Sumby Memorial Hospital, founded by her late father Samuel B. Milton, M.D. She is co-owner of Travel Center of Detroit, Inc. a travel agency.



J.C. Douglas is the owner and operator of J.C. Douglas Management Company, a property
manager and consultant. He was formerly with the City of Detroit Finance Department/Treasury
Division. He is a graduate of Northeastern High School and Wayne State University.



George Evans is a medical doctor currently practicing at the Elmwood Park Clinic in Detroit. Dr.
Evans served in the U. S. Army and received an honorable discharge in 1968. He received a B.S.
Degree in biology from Wayne State University and a Medical degree from Michigan State University
in 1978. His internship and residencies were at Bi-County Hospital in Warren, Detroit Osteopathic
Hospital in Highland Park and Riverside Hospital in Monroe. He is a member of the Wayne County
Medical Society, the American Osteopathic Medical Association and the Western State Osteopathic
Association (Arizona).



Minority Ownership



The Developer is entirely minority owned. The Sault Tribe is a Native American Indian Tribe. The
Detroit-area residents are all African American. The Developer is also a Detroit-based business.



The Sault Tribe has achieved virtually full employment for all Native Americans in key communities
such as the City of Sault Ste. Marie, Michigan. The Board of Directors of the Sault Tribe is made
up of thirteen (13) Directors, all of whom are Native Americans and six (6) of whom are women.



Gaming Licenses



The Developer holds a gaming license for Greektown Casino, issued by the Michigan Gaming Control
Board pursuant to the Michigan Gaming Control and Revenue Act.




The Sault Tribe, pursuant to the Indian Gaming Regulatory Act, 25-U.S.C. 2701-2721, created the
Sault Ste. Marie Tribal Gaming Commission, which licenses and regulates the conduct of gaming con
the Tribe’s reservation. All of the reservation gaming facilities are wholly owned and operated by
the Tribe. The Tribal Gaming Commission has issued the following licenses for the following
facilities on the dates shown.




Gaming Facility Licenses:



	 	 	 	 	 	 	 
	License Number	 	Facility Name	 	Date Issued	 	I.G.R.A. Class
	GFLOO1

	 	Vegas Kewadin
	 	1/1/97
	 	III
	GFL002

	 	Kewadin Shores
	 	1/1/97
	 	III
	GFL003

	 	Hessel Casino
	 	1/1/97
	 	III
	GFL004

	 	Manistique Casino
	 	1/1/97
	 	III
	GFL005

	 	Christmas Casino
	 	1/1/97
	 	III
	GFL006

	 	Sault Midjim
	 	1/1/97
	 	II
	GFL007

	 	St. Ignace Midjim
	 	1/1/97
	 	II
	GFL008

	 	Kewadin Bingo
	 	1/1/97
	 	II
	GFL009

	 	Vegas Kewadin
	 	1/1/97
	 	II
	GFL010

	 	Kewadin Shores
	 	1/1/97
	 	II
	GFL011

	 	Manistique Casino
	 	1/1/97
	 	II
	GFL012

	 	Christmas Casino
	 	5/1/97
	 	II
	GFL013

	 	Hessel Casino
	 	5/30/97
	 	II
	GFL014

	 	Hessel Casino
	 	1/1/98
	 	II
	GFL015

	 	St. Ignace Casino
	 	1/1/98
	 	II
	GFL016

	 	Manistique Casino
	 	1/1/98
	 	II
	GFL017

	 	Christmas Casino
	 	1/1/98
	 	II
	GFL018

	 	Sault Casino
	 	1/1/98
	 	II
	GFL019

	 	Sault Casino
	 	1/1/98
	 	III
	GFL020


	 	Christmas Casino
	 	1/1/98
	 	III
	GFL021

	 	Manistique Casino
	 	1/1/98
	 	III
	GFL022

	 	St. Ignace Casino
	 	1/1/98
	 	III
	GFL023

	 	Hessel Casino
	 	1/1/98
	 	III
	GFL024

	 	Sault Casino
	 	1/1/99
	 	III
	GFL025

	 	St. Ignace Casino
	 	1/1/99
	 	III
	GFL026

	 	Manistique Casino
	 	1/1/99
	 	III
	GFL027

	 	Hessel Casino
	 	1/1/99
	 	III
	GLF028

	 	Christmas Casino
	 	1/1/99
	 	III
	GFL029

	 	Christmas Casino
	 	1/1/99
	 	II
	GFL030

	 	Hessel Casino
	 	1/1/99
	 	II
	GFL031

	 	Manistique Casino
	 	1/1/99
	 	II






A-6








 






	 	 	 	 	 	 	 
	License Number	 	Facility Name	 	Date Issued	 	I.G.R.A. Class
	GFL032

	 	St. Ignace Casino
	 	1/1/99
	 	II
	GFL033

	 	Sault Casino
	 	1/1/98
	 	II
	GFL034

	 	Sault Casino
	 	1/1/00
	 	II
	GFL035

	 	Sault Casino
	 	1/1/00
	 	III
	GFL036

	 	St. Ignace Casino
	 	1/1/00
	 	III
	GFL037

	 	St. Ignace Casino
	 	1/1/00
	 	II
	GFL038

	 	Hessel Casino
	 	1/1/00
	 	II
	GFL039

	 	Hessel Casino
	 	1/1/00
	 	III
	GFL040

	 	Manistique Casino
	 	1/1/00
	 	III
	GFL041

	 	Manistique Casino
	 	1/1/00
	 	II
	GFL042

	 	Christmas Casino
	 	1/1/00
	 	II
	GFL043

	 	Christmas Casino
	 	1/1/00
	 	III
	GFL044

	 	Midjim Sault
	 	10/1/01
	 	III
	GFL045

	 	Midjim St. Ignace
	 	10/1/01
	 	III






None of the Developer or its Affiliates has ever been denied a gaming license or withdrawn an
application for a gaming license.



Section B. Developer’s Capabilities and Key Personnel
Capabilities



The Developer and the Casino Complex will be managed by Bernard Bouschor, Chairman and CEO, and the
Developer’s Management Board and key officers, with support provided by Kewadin Greektown and the
Gaming Authority. Millennium Management Group, L.L.C., formerly the manager of the Casino, is an
active and substantive consultant with regard to all current and future Casino business and
marketing operations and development planning and implementation, including the development and
construction of the Casino Complex. Collectively, these parties have vast experience in
development and operation of large casinos, hotels, restaurants and commercial real estate.




The Sault Ste. Marie Tribe of Chippewa Indians and the Kewadin Casinos Gaming Authority:
The Sault Tribe, through the Gaming Authority, operates five casino properties in Michigan’s Upper
Peninsula. In 1997, the Tribe’s five gaming and 24 non-gaming businesses grossed $405 Million with
a total net gaming square footage of 92,265 square feet. The Gaming Authority employs more than
2,300 people at the following operations:




	•	 	Kewadin Casino, Hotel and Convention Center, the Tribe’s flagship casino-hotel. The
property includes 268 rooms and suites, a 1,380-seat theater and full casino operations.
Its gaming operations, like all of the Tribe’s casino operations, function under the
compliance regulations of the Indian Gaming Regulatory Act of 1988, the Michigan Gaming
Compact of 1994 and the Michigan Gaming Control Board.
	 
	•	 	Kewadin Shores Casino is positioned just north of the Mackinac Bridge.
	 
	•	 	Kewadin Slots are the Tribe’s three satellite operations, offering electronic gaming
machines as well as blackjack in Hessel, Manistique and Christmas.





Millennium Management Group, L.L.C.:  Founded in 1996 by veteran casino hotel executives
William J. Paulos and William C. Wortman, Millennium, the Developer’s Manager, brings decades of
experience in operating full-scale Las Vegas resort properties to the Greektown casino team.




	•	 	William Paulos: From 1980 to 1994, Paulos rose from director of hotel administration to
senior vice president of Circus Circus Enterprises, where he was responsible for opening new
properties including the Excalibur and the Luxor properties. Both properties were completed
on time and on budget and demonstrated among the best EBITDA/investment margins in the
industry. Paulos left Circus Circus in 1994 to oversee development and opening of Crown
Casino Limited’s full scale casino resort in Melbourne, Australia, then became president of
Primadonna Resorts Inc. in Las Vegas in 1995. He holds a Bachelor of Science degree in hotel
administration from the University of Nevada and is licensed by Nevada gaming authorities.
	 
	•	 	William C. Wortman: After service as chief of the accounting department of the Laventhol &
Horwath accounting firm from 1974 to 1978, Wortman then assumed senior positions with Caesars
World. From 1979 to 1983, his responsibilities included financial controller of Caesars
Palace, treasurer and chief financial officer of Caesars Palace and Chief Operating officer of
Caesars Tahoe. From 1983 to 1996, he took equity interest and operational control of his own
casinos, the Fallon Nugget and Bonanza Inn in Fallon, Nevada, before selling the properties
in 1996. In 1985, he took a financial interest in the bankrupt Nevada Palace Hotel & Casino
and was responsible for restoring that operation to profitability. He holds a Bachelor of
Science degree in accounting from the University of Nevada and is licensed by Nevada gaming
authorities.




A-7









 






	•	 	Guy T Hillyer: After serving as a member of the Nevada State Gaming Control Board from
1975 to 1987 as deputy chief and then chief of its Audit Division, Hillyer joined Arthur
Andersen’s audit division, where he served major gaming clients, including Harrah’s, MGM Grand
Hotels and Caesars Palace. In 1993, he left Arthur Andersen to take positions with Circus
Circus Enterprises and, subsequently, at Primadonna Resorts, where he structured casino gaming
investment opportunities in the U.S. and abroad and served in property management roles.





Key Personnel



Bernard Bouschor is Chairman of the Developer’s Management Board and Chief Executive
Officer. He is also Chief Operations Officer of the Sault Tribe and Chairman of the Gaming
Authority. As such, he has directed all the Sault Tribe’s economic development and enterprise
activities including its five Vegas Kewadin gaming operations, since 1985. Further information
concerning Mr. Bouschor is set forth in Section A.



Salvatore Semola serves as the Chief Operating Officer of Greektown Casino. Mr. Semola has
been with the Developer since March 1999, beginning his service as Vice President of Casino
Operations. He has served in the Chief Operating Officer position since, April 2001. During his
tenure, Greektown Casino has enjoyed a steady growth in gaming revenue and profitability. Mr.
Semola has brought a wealth of casino management experience to the position having served in
several management positions in local, day trip gaming markets.



Mr. Semola earned a Bachelor of Science degree in Hotel Administration from the University of
Nevada. He is also an honors graduate of Clark County Community College earning an Associate
degree of Applied Science in Resort Occupations-Casino Management. Mr. Semola began his career in
1980 as a Pit Clerk at the original MGM Grand Hotel Casino in Las Vegas. By the time he left Las
Vegas in 1992, his experience had grown to include a successful tenure as Assistant Casino Manager.



He accepted a position as Director of Casino Operations at Silver Eagle Casino Riverboat in East
Dubuque, Illinois. Silver Eagle consists of 25 table games where Mr. Semola was responsible for
ensuring the Table Games Department was completely staffed and operational for opening. He also
oversaw the slots and casino marketing departments. After leaving Silver Eagle, he moved to the
Reno Hilton Hotel and Casino.



At Reno Hilton, Mr. Semola held the position of Assistant Casino Manager. In this role, he was
directly responsible for 300 employees n the daily operation of the Table Games Department. In
addition, he oversaw the operation of the Race and Sports Book and Poker Departments. In 1995, Mr.
Semola moved to Tucson, Arizona to become General Manager of the Casino of the Sun, a Native
American casino.



The Casino of the Sun is 40,000 square feet of gaming space consisting of 520 Slots, Keno, and
Bingo, and Poker machines. As General Manager as Casino of the Sun, one of his major
accomplishments was a 21% increase in net profits and the development of a comprehensive training
program.



Mr. Semola’s 21 years of experience opening and operating casino table games departments includes
his recent position as Director of Table Games in the highly successful Station Casino Kansas City.
His role in planning and implementing the recruiting, training and operation of the 140,000 square
foot casino, with 186 table games prepared him for his challenge at Greektown Casino. His
experience covers Native American, public and privately held ventures encompassing riverboat, land
based and dockside operations.



Mr. Semola has also held positions as Adjunct Professor at the University of Nevada — Las Vegas,
where he taught in gaming management and as an instructor for the Gaming Management Series for the
University of Nevada — Reno.



Bruce R. Dall serves as the Chief Financial Officer of Greektown Casino. Mr. Dall, a
native of Milwaukee, Wisconsin, earned a Bachelor of Business Administration degree in Accounting
in December of 1985 at the University of Wisconsin and is a Certified Public Accountant. He began
working in the field of accounting and finance as a Auditor with the Grant Thornton organization in
1986. Mr. Dall worked in this capacity at both the Fond du Lac, Wisconsin and Los Angeles,
California locations. In 1988 he embarked on his current career path with a five-year post at
Caesars World, Inc.



Mr. Dall began his tenure at Caesars World, Inc. as a Senior Internal Auditor and was ultimately
promoted to Director of Internal Audit. As Director of Internal Audit he was responsible for
coordinating and supervising gaming compliance audits, operational and IS audits. With valuable
casino experience, he then accepted a position at ITT Sheraton which lead Mr. Dall to the title of
Controller in 1995. In this position he accomplished increased efficiency of departments by
integrating systems to eliminate redundant in put and reducing non-value added services.



In April of 1996 Mr. Dall became Controller of the Hard Rock Hotel and Casino in Las Vegas. In
December of 1997 he was promoted to Chief Financial Officer and Treasurer of Hotel/Casino where he
managed the entire financial operations and SEC reporting for the casino.



Mr. Dall comes to Greektown from the Las Vegas Hard Rock Hotel and Casino. In joining Greektown
Casino as Chief Financial officer, Bruce R. Dall is returning to his
Midwest roots.“Bruce Dall brings to Greektown Casino a



A-8









 





solid reputation and track record for the establishing
auditing and financial controls and improving the overall financial management of gaming
properties,” said Greektown’s former Chief Operating Officer Michael V. Mecca.
Section C. Projected Cost Budgets



The projected cost budgets for financing, design, construction, furnishing and equipping of the
components of the Casino Complex, including all soft costs, fees, land acquisition costs, funding
of reserve requirements, costs of projected Infrastructure Improvements and all material
assumptions upon which the foregoing are based.



	 	 	 	 	 
	Hotel
	 	$	43,854,000	 
	Casino Space
	 	 	71,272,500	 
	Retail and Entertainment Space
	 	 	39,015,500	 
	Parking
	 	 	64,901,815	 
	Demolition of Buildings on New Land
	 	 	2,052,000	 
	Back-of-House and Equipment
	 	 	50,000,000	 
	Soft Costs
	 	 	20,000,000	 
	Contingency
	 	 	45,404,185	 
	Land
	 	 	97,500,000	 
	Riverfront Contribution
	 	 	60,000,000	 
	City Development Contribution
	 	 	6,000,000	 
	 
	 	 	 
	Total
	 	$	500,000,000	 
	 
	 	 	 






The figures are based upon the assumption that the Casino Complex will remain at the current
Greektown site. They include $127,802,613 of the cost of the existing Casino which is planned to
be incorporated into the Casino Complex.



This budget is an estimate since design of the Casino Complex has not been completed. The
Developer will update its development budget as the design and development of the Casino Complex
proceeds.



Section D. Projected financial Statements



The Developer’s specific projections, balance sheets, income statements and cash flow statements
are highly confidential and proprietary. Because of the uncertainties inherent in projecting the
results of future developments which have not been constructed and which have no history of
operations, the Developer’s policy is not to publicly release its projections. The Developer’s
specific projections, balance sheets, income statements and cash flow statements for the Casino
Complex were submitted on a confidential basis in the Developer’s Request for
Proposal/Qualifications Phase Two submission. In addition, the Developer has submitted to the City
its financial statements reflecting operations at the existing Casino.



Section E. Financing Plan



The following is the Developer’s plan for financing the Casino Complex. It assumes refinancing of
the existing indebtedness on the existing Casino.



	 	 	 	 	 
	Developer Contribution (Note 1)
	 	$	121,802,613	 
	Merrill Lynch Facility (Note 2)
	 	 	378,197,387	 
	 
	 	 	 
	Total
	 	$	500,000,000	 
	 
	 	 	 






Note
1—Developer Contribution



The Developer’s contribution consists of $21,802,613 of net equity in the existing Casino which
will be incorporated into the Casino Complex, and a cash contribution of $100,000,000.



The estimated cost of such portions of the existing Casino is $127,902,613. It is estimated that
these facilities will be subject to indebtedness of approximately $106,000,000 which will be
refinanced through the Merrill Lynch Facility, which leaves a net contribution of $21,802,613.



The cash contribution consists of $100,000,000 which will be funded throughout the approximately
two-year construction process. This amount will be derived from cash on hand and operating cash
flow from the existing Casino. Any shortfall will be provided through additional borrowings under
the Merrill Lynch Facility.



Note 2—Merrill Lynch Facility



The Developer has engaged Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) to
act as the financial advisor to the Developer relative to the Casino Complex. Merrill Lynch in a
commitment letter dated December 31, 2001 has committed to syndicate, underwrite, arrange the
placement of, or purchase, up to $400 million in aggregate principal amount of debt securities
(“Casino Notes”). The terms and conditions of the Casino Notes, including the coupon, potential
cash flow participation and/or accompanying equity interest and security and collateral provisions
for the securities will be determined by Merrill Lynch after consultation with the Developer based
upon market conditions at the time of pricing and in conformity with the Development Agreement.




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The Developer has made efforts to acquire financing from Detroit-based businesses and
Minority-owned financial institutions to service their financial needs, including First
Independence Bank, Comerica Bank and National City Bank of Michigan/Illinois (then First of America
Bank). All, three of these local banking institutions expressed interest in participation in
Developer financing for the Casino Complex, however, none of these institutions were interested in
being the primary lender. National City Bank of Illinois/Michigan is one of the lenders
participating in the current financing for the existing Casino. In addition, the syndicated credit
facility of the Gaming Authority, a portion of the proceeds of which was used to fund equity into
the Developer, includes National City Bank of Michigan/Illinois as administrative agent and a
lender, and Comerica Bank as a lender. The Developer also maintains accounts at National City Bank
of Michigan/Illinois. The Developer initially financed its acquisition of certain properties in
the Greektown District through financing from Detroit-based businesses, including National City
Bank of Michigan/Illinois (then First of America Bank) and the Board of Trustees of the General
Retirement System of the City of Detroit. Initial construction financing for the existing Casino
and credit enhancement for the initial letter of credit provided by the Developer in connection
with the bond financing for the riverfront sites was provided in part by the Carpenters’ Pension
Trust Fund – Detroit and Vicinity. It is anticipated that participation in the Casino Notes
described above will be offered to Detroit-based businesses.



Section F. Current Financial Statements


The Developer has previously delivered to the City detailed financial statements for its current
gaming operations.



Section G. The Developer’s Concept for the Casino
Complex



Development Site


It is expected that the Casino Complex will be constructed on four city blocks at and about the
Developer’s current Greektown location:





Block 1: The block bounded on the northeast by Monroe, on the southeast by
St. Antoine, on the southwest by Lafayette and on the northwest by Beaubien (site of
the existing Casino), with dimensions of approximately 449 feet on the northeast,
296.72 feet on the southeast, 449.48 feet on the southwest and 296.66 feet on the
northwest and containing approximately 133,285.01 square feet.




Block 2: The block bounded on the northeast by Monroe, on the southeast by
Brush, on the southwest by Lafayette and on the northwest by Randolph (site of the
parking garage), with dimensions of approximately 250.09 feet on the northeast,
296.68 feet on the southeast, 250.09 feet on the southwest and 296.72 feet on the
northwest and containing approximately 74,201.70 square feet.




Block 3: The block bounded on the northeast by Lafayette, on the southeast
by Brush, on the southwest by East Fort and on the northwest by Randolph, with
dimensions of approximately 250.09 feet on the northeast, 296.66 feet on the
southeast, 250.09 feet on the southwest and 296.71 feet on the northwest and
containing approximately 74,197.95 square feet.




Block 4: The block bounded on the northeast by Lafayette, on the southeast
by Beaubien, on the southwest by East Fort and on the northwest by Brush, with
dimensions of approximately 295.00 feet on the northeast, 296.66 feet on the
southeast, 295.00 feet on the southwest and 296.66 feet on the northwest and
containing approximately 87,514.70 square feet.


The combined area of all four blocks is approximately 369,199.36 square feet, or 8.48 acres. The
Developer is obtaining a survey of these parcels and will furnish the survey and legal descriptions
to the City when it is completed.




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The following is a map of the Casino Complex site. The site comprises the four blocks in which the
lot line detail is shown.








A-11









 








Size and Scope

Casino Complex

The Casino Complex components are expected to consist of the following:




	 	 	 	 	 	 	 
	 

	 	Casino with 100,000 sq. ft. gaming
floor
	 	 	 	100,000 square feet
	 

	 	Back of house support area
	 	 	 	90,000 square feet
	 

	 	Retail/restaurant/bar area
	 	 	 	37,400 square feet
	 

	 	Ballroom/convention area
	 	 	 	65,500 square feet
	 

	 	Hotel rooms/parking
	 	 	 	400 rooms
	 

	 	Parking
	 	 	 	4300 spaces






The estimated sizes of the components set forth above are approximations.




Gaming Facilities



Table
games such as Black Jack, Mini Baccarat, Caribbean Stud, Craps, Roulette, Big Six, Baccarat, Poker and Pai
Gow.



Slot machines, consisting of state-of-the-art products such as Wheel of Fortune, Odyssey, Wheel of Gold, and others. Pending regulatory approvals, multiple-linked progressive jackpots will be
featured.



Site-specific slot machines of variable types such as Big Berthas, Stand Ups, Bar Tops, and Slant
Tops.




Reel and video slot machines.




Restaurants



Developer plans approximately four (4) restaurants. The types of restaurants that may be included
in the Complex are Greek, seafood, coffee shop, Asian, steak house, Italian, snack bar, deli or
buffet.



Hotel



The hotel will consist of 400 rooms.



Lounges and Bars



The Developer plans approximately five (5) lounges/bars, which may include a sports bar,
entertainment lounge, slot Privee bar, high limit bar, theater lobby bar and pool bar.



Retail Space



The Developer plans to develop two (2) retail shops, which may be operated by the Developer or
leased to third parties. These shops will offer a variety of products and are expected to offer
such items as men’s/women’s clothing, shoes, candy, sports clothing, children’s clothes and items,
sports items, area items and logos.



Ancillary Entertainment or Recreational Facilities



The Developer plans to include a theater, health club and pool deck.



Planned Convention Facilities



The Developer plans to include a ballroom, convention facilities and breakout areas.



Architectural Matters



The Developer will submit to the City, in accordance with the procedures in the Development
Agreement, the drawings, floor plans (discussing space allocations and major functions such as
gaming floor, back-of-house, circulation, accessibility and exiting), building elevations (showing
heights, relative scale and compatibility with adjacent components), landscaping and design theme.



The Developer will advise the City of the name(s) of the architect(s) as soon as they have been
selected.



Parking



The Developer plans to make approximately 4300 parking spaces available for Casino patrons,
consisting of 1500 existing spaces and 2800 new spaces.



The Developer intends that Casino Hotel employees will park in an off-site facility. This parking
is currently provided at the Bates garage.



The final plans will provide facilities for bus parking, tour bus and valet drop-off, service
vehicle parking and satellite parking, all of which will be sited to serve flow within the
surrounding area.



Infrastructure plans will be submitted with the construction plans as provided above.



Phasing



The Developer intends to develop and construct the Casino Complex in a single phase. A development
schedule will be submitted as required by the Development Agreement and will conform to the time
requirements prescribed in the Development Agreement.



Zoning



The Developer is committed to adhere to applicable zoning requirements adopted by the City.



Section H. Economic Growth and Revitalization



Budgeting Assistance and Additional Payments



A-12









 





The Developer has committed to provide $84 million to the City for use as the City determines, as
provided in the Development Agreement, as well as its share of former railroad property with a cost
of $8.8 million.



Improving the Entertainment District



In addition to gaming, the Developer plans a theater with 1,000, or more seats, and plans to bring
in major entertainers and other popular shows and productions. The Casino will complement
Detroit’s current lineup of shows, plays, concerts and athletic events as well as promote
additional nightlife in the entire central business district.



Improved Streetscaping



The Developer will participate in beautification of the streetscape in the Casino Complex area,
including street paving, lighting, landscaping and signage.



Tourism Promotion



The Developer’s hotel is expected to generate annual room tax revenues in excess of $1 million.
Most of these monies are levied to fund the stadiums, professional sports venues and other needed
enhancements of Detroit as a travel destination. The Developer’s significant marketing budget,
projected at $10 Million per annum or more, will promote the Casino, the City and other
destinations within the City. The Developer anticipates working on promotions and advertising in
alliance with the Metropolitan Detroit Convention & Visitors
Bureau.


Additional information regarding tourism can be found in Section J.



Creating New Jobs and Support of Existing Employment Opportunities.



The Developer expects that approximately 3,000 full time jobs will be filled at the Casino Complex
on opening.



The Developer’s total induced and indirect impact on employment in the City of Detroit is estimated
at 2,000 jobs. Total induced and indirect employment impact on the State of Michigan is projected
at 5,000.



Section I. Alleviation of Job Shortages



Business with job shortages may request the Developer to place their names on a list which will be
made available to job applicants who are unable to qualify for staff positions in the Casino
Complex.



Section J. Enhancement of City



In General



The Developer plans to extend and improve the Detroit market as a tour, travel and convention
destination, as well as increase the entertainment offerings for residents of Detroit and its
metropolitan environs. The Developer’s Greek Island theme, commitment to boost economic
opportunities for Detroit-based businesses, and plans for theme restaurants and “big name”
entertainment are intended to enhance and solidify Detroit as a visitor destination. The Casino
will feature retail facilities to invite traffic, thus boosting the overall attraction of the
Greektown area. The Casino’s Greek Island theme and architecture will be designed to fit the
Greektown area.



The Casino Complex’s entertainment will complement Detroit’s current lineup of shows, plays,
concerts, and athletic events.



Market research shows that sports fans also enjoy casino gaming. This suggests the millions of
people who visit Detroit’s three new casinos also will attend games at the Detroit sport venues.
People who are reintroduced to downtown Detroit will venture to Mexican Village, Chene Park, Hart
Plaza for the Montreux Detroit Jazz Festival, the Detroit Art Institute, Detroit Opera Theater, The
Museum of African-American History, The Detroit Symphony Orchestra and the City’s other cultural
attractions.



Supporting and Boosting Tourism, Conventions



A portion of the Developer’s hotel rooms and suites will be designed and equipped for the business
traveler. The number of such rooms will vary and be determined based upon market demand. As such,
the hotel will lodge convention and business meeting guests in functional luxury.



The Developer will work with the Metropolitan Detroit Convention & Visitors Bureau to support joint
marketing of Metro Detroit as a premier tourist and convention destination.



The Developer’s media kits and sales and marketing plans will promote other tourist attractions in
Detroit and Metro Detroit.



The Developer will frequently sponsor promotions and contests providing free tickets to Detroit
sporting and cultural events and attractions. Winners will also be sent to free stays at
Michigan’s leading tourist destinations, including ski and golf resorts. In addition, the
Developer will work with Detroit and Michigan sports teams, resorts and other attractions to offer
special packages to Greektown Casino.



The Developer will explore strategic overflow relationships with more than 100 Metro, Detroit
hotels and refer guests to these facilities when its room demand exceeds supply. The Developer
will also provide its partner hotels with VIP packages to the Casino, and establish room blocks
with them for special events.



The Developer will work with Detroit City Airport and Detroit Metropolitan Airport to increase
visitation to the City and region. The Developer will work toward establishing a hospitality
service at City Airport to serve Casino patrons, charter services and shuttle services with City
Airport.



A-13









 





Pedestrian Linkages



The Casino Complex is located in the Greektown area of Detroit and is an integral party of
Greektown and the downtown Detroit area. The Casino Complex is linked to the rest of the downtown
area through the People Mover and the existing street and sidewalk network. These linkages, when
coupled with the gaming, entertainment and retail activities at the Casino Complex, encourage
pedestrian linkages with other business, economic and entertainment activities in Greektown and
downtown Detroit. The Developer plans to utilize the existing street grid, with modifications
necessitated by building design and planned in consultation with City planners to enhance traffic
flow and afford easy access to and egress from the Casino Complex. The People Mover facilitates
access to the Casino Complex by conventioneers and other visitors to Cobo Hall.



Section K. CONTRIBUTION TO Other Areas of City



For a description of the amount of investment or other contributions the Developer will make to
promote economic growth and contribute to the revitalization of economically depressed areas of
City, other than the area in which the Casino Complex is located, to create new jobs and contribute
to the support of existing employment opportunities, and to attract new businesses, tourists and
visitors to those other areas, see Sections H, I and J.



Section L. Marketing Plans



Theme and Design



Greektown Casino will be themed to represent the art, architecture and rich legacy of both historic
and modern Greece. The design of the Casino Complex will be in the style of classic Greek
architecture. Ballrooms and meeting rooms will be named after significant events and places in
Greek history. The facility will embrace Greek mythology and will use the stylings of ancient
Greek clothing in the uniforms of various employment positions within the property. Guests will
feel that they have been transported to Greece.



The Developer has targeted persons with a household income of $35,000+ annual income as potential
prospects for its facility. The primary gaming market of Greektown Casino will be the population
living within 75 miles of the Casino. The secondary gaming market is 76-150 miles from the Casino.
The tertiary market is 151-300 miles. The Developer will also aggressively seek out other markets
in order to lure visitors to the City of Detroit. The Developer will further segment the market
into a number of different specific targets and develop specific programs to address the
characteristics of each particular segment.



Operating and Marketing plans of the Casino




The Developer has developed a sophisticated marketing plan. It has develop a sophisticated
database marketing program that enables it to reach all of the marketing targets. It has
identified the 8.48 million households within its three target markets as the thrust of its mass
media efforts. The Developer employs experienced casino marketing executives to personally contact
experienced casino customers within our target markets to encourage them to visit Greektown instead
of Las Vegas or Atlantic City. In addition, the Developer will develop a professional sales team
to secure conventions and company meetings at our property. Its plan is to develop as much
business as possible from outside the primary market. Its objective is to direct its marketing and
media funds to the best prospects in its markets.



The Developer will work with the Metropolitan Detroit Convention & Visitors Bureau and other
regional tourisim and marketing organizations to implement a comprehensive and uniform system of
marketing the City as an entertainment destination.



Section M. Key Management and Staff



See Sections A and B for the Developer’s organizational and management structure, capabilities and
key personnel.



The following chart is an estimate of the staffing levels for the Casino Complex:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Category	 	Jobs	 	 	Wages	 	 	Tips	 	 	Total Earnings	 
	 
	Gaming
	 	 	1,640	 	 	$	42,500.00	 	 	$	15,600.00	 	 	$	58,100.00	 
	Hotel
	 	 	230	 	 	 	5,023,200	 	 	 	300,000	 	 	 	5,323,200	 
	Food & Beverage
	 	 	400	 	 	 	7,500,000	 	 	 	1,500,000	 	 	 	9,000,000	 
	Other Departments
	 	 	155	 	 	 	4,400,000	 	 	 	0	 	 	 	4,400,000	 
	Administration
	 	 	70	 	 	 	3,080,000	 	 	 	0	 	 	 	3,080,000	 
	Marketing
	 	 	90	 	 	 	3,800,000	 	 	 	0	 	 	 	3,800,000	 
	Maintenance
	 	 	190	 	 	 	5,400,000	 	 	 	0	 	 	 	5,400,000	 
	Security
	 	 	225	 	 	 	6,000,000	 	 	 	0	 	 	 	6,000,000	 
	TOTAL
	 	 	3,000	 	 	$	77,703,200	 	 	$	17,400,000	 	 	$	95,103,200	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






A-14









 





Section N. Staff Training and Relations



Training



The Developer currently provides a training program for all employees. This program will be
expanded when the Casino Complex is expanded. An employee-training center is planned to be
established before the Casino Complex opens. Employee training is planned to begin several months
before opening of the Casino Complex .



Classes will vary according to the specific position or department. Training for minimal-skills
positions may only take two to five days. Training for higher-skills positions may take several
weeks to a few months. All in-house training will be provided free-of-charge to accepted
candidates. Daytime and evening sessions will be scheduled to maximize job opportunities for all
residents, regardless of current commitments.



Education and training will be provided, when appropriate, in conjunction with Detroit and
statewide educational institutions. To establish and solidify relationships with Detroit-area
educational institutions, the Developer will inform institutions how many employees are needed and
the training they require, assist in the preparation of course curricula to meet the needs of the
Developer and the institution’s accreditation process and make available all training resources,
including qualified instructors, equipment and materials.



The Developer will make the following available:



Curricula

Lesson Plans

Workbooks

Skilled Instructors

Training Equipment

Support Media (i.e., training tapes)




The Developer will train employees in the following areas:


Table Games Dealer Training

Poker Department Dealer Training

Slot Department Training

Cashier Department Training

Security Department Training

MIOSHA

Keno Instruction

Surveillance Operator Training

Food/Beverage

Life and Employment Skills Training




The Developer will also provide training in policies and procedures for the following areas:


Appropriate Gaming Regulations and Regulatory Compliance Policies

Federal Currency Transaction Reporting

Sexual Harassment/Non-Discrimination Policies

Counseling Subordinates/Progressive Discipline

Customer Courtesy

Customer Service/Handling Customer Complaints

Problem and Under-Age Gambling




The Developer will offer continuing education to current employees interested in mid-level
management positions.



To prepare people for jobs, and to attract quality employees to its casino-hotel complex, subject
to licensing requirements, the Developer will accept local and statewide college co-op and intern
programs which provide practical business experience in related fields of study and provide
seasonal employment to students seeking to augment classroom studies with real-world work
experience.



Collective Bargaining



The Developer is in the process of entering into a collective bargaining agreement with the Detroit
Casino Council, a consortium of unions consisting of the UAW, the Teamsters, the Operating
Engineers, the Hotel and Restaurant Workers and the Carpenters, which will cover approximately 1700
of its current employees. The Developer is also party to a collective bargaining agreement with
the Michigan Association of Police, which covers approximately 200 security guards.



Section O. Equal Employment Opportunity



The following commitment was made by the Developer in the Initial Development Agreement. The
Developer is currently honoring this commitment and will continue to do so in the operation of the
Expanded Casino Complex.



A-15









 





The Developer’s message to Detroit’s employment agencies, colleges and churches will be loud and
clear — Greektown Casino needs about 3,000 people to fill positions in the Casino Complex. The
Developer will make reasonable best efforts to achieve a goal of not less than 51% Detroit
residents in its workforce. Those jobs will range from entry level to upper management, and
provide clear pathways to advancement. Any Casino related positions require licensing by the
State. The Developer’s standard business practices also require passage of mandatory drug testing
for consideration of employment.



The Developer will establish a Human Resources Department. One of the primary missions of the
department is to achieve the Developer’s training, hiring, retention, affirmative action and
promotion goals. Achieving these goals requires the efforts of all managers, and specific
activities from Human Resources and other departments (for example, public relations and marketing
activities to target potential employees). The Developer’s Human Resources Department will operate
in accordance with all laws governing equal employment opportunities and an affirmative action
program designed to increase the numbers of minority and women employees in the work force of the
Developer, including professional and management positions. Such at plan will include employee
progression and succession programs with these affirmative action objectives. The affirmative
action plan will be implemented prior to recruitment of employees for the Casino and will be
reviewed and updated for compliance with applicable Governmental Requirements on an annual basis.



The Developer will establish and update as necessary, progressive training programs for current
employees that focus on minorities and women, the aim of which is to equip those employees to
assume positions in the Developer’s professional and managerial ranks. The Developer assumes
responsibility for management of workforce diversity.



The Developer is committed to hiring Detroit residents. The Developer will launch a citywide
campaign to recruit residents to staff positions in the Casino Complex.



The campaign will detail the casino’s career opportunities and more importantly how City residents
can obtain a job at the casino. City officials, community leaders and other well known residents
will be asked to help spread the word that Greektown is hiring people to fill good jobs that pay
competitive salaries and offer real opportunities for advancement.



The Developer will channel recruitment efforts through Detroit’s established social, business,
professional and religious organizations.



The Developer will place appropriate advertisements, host casino career days and job fairs to
permit residents to meet one-on-one with casino employment officers. The Developer will establish
a 24-hour “Job Line” that will list job openings, and let people begin the application process at
home. The Developer will meet with neighborhood clubs, church groups, schools and other inner City
organizations.



For many complex reasons, Detroit — like most major cities — has a number of people with barriers
to employment. In recognizing the potential of this group of citizens, the Developer will commit
human and financial resources to help prepare Detroit’s employment force for gaming industry
careers.



Life and employment skills training will be requisite components of the Developer’s employee
training program. The Developer’s curriculum includes specific career enhancement and training
courses to help employees master life skills and the employment skills necessary for responsible
jobs within the Casino Complex.



Major Topics Covered in Life Skills Curricula consist of:


Health & Nutrition

Personal Grooming

The Clothes You Wear

Substance Abuse

Coping with Anger

Time Management

Continued Education and Training

Checking and Saving Accounts

How to Apply for a Bank Loan

Punctuality and Attendance




Major Topics Covered in Employment Skills Curricula consist of:


Problem-Solving Approaches

Understanding the Employment Relationship

Your First Day on the Job

Making a Good Impression

Punctuality and Attendance

Learning the Industry

Getting Along With Your Supervisor





A-16









 







Getting Along With Your Co-Workers

Ethics: Do The Right Thing

Dressing Appropriately

Applying What You’ve Learned

Career Development

Promotions




The Developer will furnish the City annually with a written report of the status of its compliance
with the commitments set forth in this Section.



Section P. Prevailing Wage Compliance by Contractors



Developer is committed to hire construction contractors who agree to include in their construction
contracts an express term that the rates, wages and fringe benefits to be paid to each class of
construction mechanics and each of their subcontractors shall not be less than the rates, wages and
fringe benefits prevailing in City as established by the most recent survey of the Michigan
Department of Labor for prevailing wage determination under Act 166, P.A. 1965, MCLA 408.551 et
seq., MSA 17.256(a), et seq.



Section Q. Advancement of Detroit Residents by Contractors



The Developer will work with contractors who will commit to the goal of maximizing, to the greatest
extent possible, the number of qualified Detroit resident apprentices who advance to journeymen
status. The Developer will encourage subcontractors to maximize their staffs of Detroit resident
apprentices and journeymen. The Developer will monitor certain payrolls to make sure
subcontractors fulfill their commitments.



Section R. Equal Employment Opportunity Plans by Contractors



The Developer is committed to hire contractors who agree to implement an Equal Opportunity
Employment Plan conforming to all applicable laws and consistent with City’s Executive Order 22.
The City’s Equal Opportunity Employment Requirement will be placed in every bid package and will be
reviewed with every prospective subcontractor to confirm a complete understanding of this
requirement.



Section S. Dealings with Detroit-Based Businesses



The Developer is committed to maximizing use of, and support for, Detroit-based, Detroit-resident,
Minority-owned, Women-owned businesses and Small Business Concerns in the purchase of goods and
services. The Developer will work with the African-American Association of Businesses and
Contractors for outreach, the Michigan Minority Business Development Council for certification, and
the offices of the Detroit Human Rights Director.



To be targeted as such businesses, all bidders will be asked to produce evidence of their
certification with the appropriate agencies of the City of Detroit. Any providers who demonstrate
the ability to qualify in any of the categories established by the City, but who have not yet
gained certification, will receive formal referrals to the necessary offices and agencies where
applications can be made and where technical support is available.



The Developer will use reasonable best efforts to achieve a goal to direct at least 30% of
aggregate amounts expended by the Developer to be from Detroit-based, Detroit-resident,
Minority-owned, or Women-owned businesses and Small Business Concerns. The Developer will endeavor
to achieve a higher percentage. Under the Developer’s Competitive Preference Policy, for each
significant contract, the Developer’s purchasing and management officers must perform the following
steps:




Targeted notification: The Developer will obtain lists of qualified vendors from groups
such as the Michigan Minority Business Development Council, the African-American
Association of Business Contractors and the City of Detroit Contract Compliance and
Human Relations Departments. The Developer will direct RFQ’s to such vendors. The
Developer is formally committed to supporting the Booker T. Washington Business
Association in its development of an on-line information system to continually inform
interested users of contract and vending opportunities from Greektown Casino.
The Developer will require sufficient bids from targeted businesses in the City of
Detroit and from non-targeted businesses outside the City. This will enable the
Developer’s purchasing, officers to identify qualified providers and fair market value.




Using the bids as a value benchmark, the Developer will then negotiate with targeted
businesses toward procurement at a rate that approaches, as closely as possible, the
lowest bid. Whenever possible under sound business practices, the Developer will then
enter into agreements with the targeted providers.



The Developer will work to meet the 51-percent-plus purchasing goal. The Developer will work with
the City of Detroit, its monitoring agencies, and the Developer’s providers to maximize vendor and
supplier opportunities for Detroit, women-owned and minority businesses.



The Developer will charge an internal compliance officer with responsibility for monitoring the
Developer’s efforts to reach the hiring, promotion and purchasing goals. This officer will be
responsible for continually modifying



A-17









 





policies and procedures to ensure that the Developer achieves
the goals. The Developer will furnish the City annually with a written report of the status of its
compliance with the commitments set forth in this Section.

Section T. Transportation and Circulation Routes

Detroit
City Airport

Developer’s plans for Detroit City Airport include:




Marketing the airport to private pilots, corporations, travel agents, and
corporate/trade association meeting planners.




Using City Airport for mid-week charters.




Establishing a relationship with carriers who provide service to City Airport.




Establishing relationships with other major air carriers that may choose to use City



Airport in the future.



Detroit Metropolitan Airport

Developer’s plans for Metro Airport include:




Establishing relationships with Northwest Airlines, which controls 75 percent of Metro’s
air traffic, and all other major carriers that service Metro.

Promoting Metro Airport and its airlines in marketing materials to our tertiary, distant
national, and international markets.



Trip Generation Analysis



The Developer commissioned a trip generation analysis for the Greektown site for casino customers
and employees to project daily and peak hour trips during a typical Friday afternoon rush. Based
on this analysis and the Developer’s experience with the existing Casino, it appears that:




Customers: The casino is expected to attract about 17,000 patrons a day. These visitors
are expected to generate roughly 20.000 daily vehicle trips to the casino, either in their
own cars or in taxi cabs. In addition., it is estimated that 22 daily tour buses would
generate another 88 trips to and from the Casino and bus staging areas.




Employees: Employees are expected to generate another 2,000 daily trips to and from the
Casino.



The analysis was based on “Friday P.M. peak hour trip generation” because:




This is the specific time period when traffic volumes will be at peak levels on streets
and intersections,
This is the specific time period when customers driving to the casino and downtown
commuters driving home from their jobs will coincide and peak, and



Friday evenings will be the casino’s busiest times.



It is estimated that during the P.M. peak hour, 1,875 vehicle trips will be generated by patrons
traveling to and from the casino. (Most trips generated by casino employees and tour buses will
occur outside the P.M. peak hour.)

Based on recent traffic counts on a typical Friday evening, and capacity analysis calculations at
key intersections in the casino area, all intersections were determined to operate at a “B level of
service” (on a grading scale of A to F with A being the best condition and F representing congested
conditions.)



With the addition of peak hour traffic generated by the casino, the street system can accommodate
increased demand if relatively minor improvements are made, such as:




Restrict
on-street parking,

Modify
pavement markings to create additional travel lanes,

Improve
curb radii, and

Adjust traffic signal timings.



Existing arterial streets will be redesigned as needed.




Traffic control: Changes to be implemented as needed to provide for smooth access, with
need to be documented through professional analysis.




Pedestrian grade street crossings: Landscape architects will design street pavements
and pedestrian crossings at all key intersections and major pedestrian flow areas
throughout the Project.




Offsite signage: The Casino Complex area is served by many means of access, via both
surface roads and freeways. However, extensive signage will be required to make
visitors aware of these routes.




Vehicle turnout facilities: Turnouts are readily available. Under no circumstances are
traffic lanes to be used for this purpose.

Street lighting will be abundant but not glaring. Lighted areas will extend well beyond
the project proper.



Section U. Transportation Supply and Demand Management



DOT and SMART



The public bus systems can meet demand by increasing service on existing routes operating at
capacity.



Detroit People Mover (“DPM”)



A-18









 





The expected increase in DPM ridership generated by the Casino Complex can be accommodated under
the present operating arrangement, which includes adding a second car to each DPM train in the
circuit if demand warrants it.



Public Transportation Information



A transportation demand management program will be implemented for Casino patrons and employees.
Through public information and outreach—coordinated with the City—Casino patrons will learn of
convenient public transportation alternatives to driving to the casino and be encouraged to use
them. Car-pooling will also be encouraged. Public information will be through newsletters to
local merchants mid employees, desktop hotel cards, paycheck and ticket stuffers, and local media.



Casino employees will be encouraged to use public transportation. Information about SEMCOG’s
ride-sharing program will be provided to employees who must drive, to match workers from similar
locales for potential carpools. Incentives, such as preferential parking locations, could be
initiated to increase participation. Work shift changes will be established to minimize, as best
as possible, travel during morning and afternoon peak periods. Service and delivery operations
will also be restricted to off-peak times.






See also Section T.



Section V. Regional Water Facilities



Based upon information provided by the City, the Developer believes the water system is adequate to
meet the water demands of the Casino Complex.



Section W. Regional Sewer Facilities


Based upon information provided by the City, the Developer believes the existing system is adequate
to handle the estimated sanitary flows and stormwater runoff for the Casino Complex.



Section X. Detroit Public Lighting Department



Developer is willing to contract for power service with the PLD, provided that the PLD furnishes
such services at rates and quality comparable to those otherwise charged by competing electric
utilities and provided that the PLD has adequate backup systems for uninterrupted service. The
Developer intends to contact the PLD to solicit a proposal to provide power service to the Casino
Complex.



Section Y. Fire Protection



Section 12 of the Michigan Gaming Control and Revenue Act imposes an 18% wagering tax on the gross
revenue of the casino licensees. Fifty-five (55%) percent of the wagering tax revenues will be
distributed to the City for deployment of street patrol officers, neighborhood programs, public
safety programs, such as fire protection services, and other programs designed to improve the
quality of life in the City. In addition, an annual municipal services fee of the greater of:
1.25% of adjusted gross receipts or $4,000,000 will continue to be paid by the Developer.



Based on the report of the Mayor’s Casino Advisory Committee presented to Detroit Mayor Dennis W.
Archer on June 12, 1997, it was estimated the wagering tax and municipal service fees will generate
$242.7 Million dollars annually. Based upon these estimates, and the requirement that 55% of the
wagering tax (approximately $133.5 Million) goes to the City of Detroit each year for the
deployment of fire department programs and the other programs listed above, the Developer does not
anticipate making any further contributions to fire protection services outside of the wagering tax
and municipal services fee.



Section Z. Police Protection


See Section Y. Based upon the estimates set forth in that Section, the Developer does not
anticipate making any further contributions to police protection services outside of the wagering
tax and municipal services fee.



Section AA.
Child Care Services

The Developer will identify and contract with qualified childcare providers in order to offer high
quality and affordable childcare to the Developer’s employees. The Developer will endeavor to
establish relationships with these providers to obtain reduced rates for its employees.



Section BB. Compulsive Behavior Disorders



In accordance with Section 12(a)(5) of the Michigan Gaming Control Act, the Developer will annually
deposit $666,667 (one-third of $2 Million) in the State’s compulsive gaming prevention fund.
Although the State’s fund is directed toward statewide efforts, the Developer believes that a
substantial portion of the fund should be committed to Detroit area programs and service providers
due to the fact that the funds are being provided by Detroit businesses. The Developer intends to
advocate its position with the State to strive for a fair allocation of the funds to Detroit area
programs and service providers.



Developer is taking comprehensive, proactive steps to address the legitimate issues surrounding
problem gambling. To succeed, responsible gaming programs must be initiated by the highest level
of management. Accordingly, the Developer’s management board will draft and adopt a mission and
policy statement to include language that addresses the issue of problem gambling. The statement
will be used as a common thread of communication during



A-19









 





management and employee training,
communication to guests and to the media, and in the creation of specific policies and procedures.



The following are example excerpts from the Developer’s Mission and Policy Statement:




“Developer defines problem gambling as any gambling behavior negatively impacting the
lives of individuals, resulting in serious personal, financial, or legal consequences.
The Developer believes problem gambling is a serious issue that deserves a proactive
response from the casino industry”.



“It is the policy of the Developer to actively participate in local, state, and regional
programs designated to help alleviate the problems associated with problem gambling”.



“It is further the policy of the Developer to provide on-going training programs for
selected employees in all departments to assist them in identifying problem gamblers,
whether employee or customer”.



“It is the policy of the Developer to work in cooperation with social agencies and
governmental authorities on matters related to this issue”.




“The purpose of this policy is also to reinforce the Developer’s objective to maintain a
customer base for the long term that is healthy and capable of enjoying the premiere
gambling experience in Detroit without the problems associated with addictive behavior.”



The Developer has already committed financial and human resources to establish a Responsible
Gambling Program:




On July 8, 1997 the Developer became an official member of the Michigan Council on
Problem Gambling. This statewide organization provides a 24-hour telephone “hot line”
for problem gamblers seeking help. The council also conducts research and trains
counselors and therapists in the most effective treatment methodologies for problem
gamblers and their families. In addition, the Council provides training to casino
employees.




On July 25, 1997, the Michigan Council on Problem Gambling published its draft
“Treatment Model for Compulsive Gamblers.” This handbook presents a treatment program
that the Council hopes “will be used as a state model for agencies and individuals who
work with problem gamblers.” The title of the Council’s treatment program is “The
Michigan Model Greektown Group.”




Developer recently became a member of the American Gaming Association which has
developed a national model to help problem gamblers.



The Developer will implement a multi-disciplinary approach to the issue of problem gambling through
the creation of a Responsible Gaming Committee (RGC). The RGC will be chaired by a vice president
level executive and will include supervisory and staff representatives from all Casino departments,
credit, training and security. Representatives from the Michigan Gaming Control Board will be
invited to participate on the committee. Among its responsibilities, the RGC will develop:




Collateral materials about problem and underage gambling, made available at Casino
entrances, restrooms, guest rooms and public telephones,



Public service announcements available through hotel room television;


Pamphlets on the characteristics of responsible gaming;



Training programs for supervisors;



Education programs for all employees; and


Back-of-the-house collateral materials about problem and underage gambling to be
available in employee break rooms, employee dining rooms and employee locker rooms.



Employees who are problem gamblers pose a significant threat to casino security and customers.
Until recently, casino operators largely ignored employee gambling problems. The Developer will
design and implement a comprehensive employee program. Employee manuals will list problem gambling
resources and counseling, including Gamblers Anonymous groups, certified gambling counselors, and
state and City treatment agencies. Problem gambling workshops and literature will be available to
all employees. Some workshops will require mandatory attendance.



Problem gambling messages will be conspicuous in appropriate locations throughout the Casino
Complex. Large posters showing the Michigan Council on Problem Gambling hot-line telephone number
will be displayed. Poster messages will be brief and hard hitting: “You Could Be A Problem Gambler.
For Help, Call 1 800 555-5555.” Brochures detailing the signs and consequences of problem
gambling, and. listing treatment programs, will be in hotel rooms and Casino gift shops.



Problem gamblers can bar themselves from the gaming floor. The self-exclusion order will only
occur if it is initiated by the customer, a responsible family member, or a person officially
nominated by the customer. Lifting a self-exclusion order will only occur after the person has
satisfied a predetermined process outlined by the casino’s Responsible Gambling Committee.



Key staff will be trained to identify problem gamblers. Staff are often the first to detect a
problem gambler-customers who tend to stay longer and wager higher stakes than typical gamblers.



A-20









 





The Developer will support a statewide problem gambling awareness program. The campaign will use
the mass media to target the general public. The Developer will also target campaign literature to
churches, neighborhood organizations, schools, block clubs and other community based organizations.
The campaign will communicate the signs of problem gambling, stress the pitfalls, and list
counseling and treatment agencies. Selected casino staff will make presentations at community
meetings sponsored by the Michigan Council on Problem Gambling and Gamblers Anonymous.



The efforts of the Developer to address the issue of problem gambling have commenced with the
financial support provided to the Michigan Council on Problem Gambling. Supervisory and employee
training will include a component addressing the issue of problem and underage gambling. This
initial training will be completed prior to the commencement of operations. Additional training
will be provided to supervisors and employees on an ongoing basis. Policies and procedures relating
to this issue will be drafted, approved and communicated to employees prior to opening.



Section CC. Exclusion of Underage Gamblers



Because problem gambling often involves minors, the Developer’s staff will strictly enforce the
state’s 21-year-old age requirement. Casino staff will require identification from any patron who
appears under age. The Developer’s policy toward underage gambling is simple-it’s against the law.
The Developer’s Responsible Gaming Committee will play a major role in designing policies and
procedures targeted at educating parents and minors of the zero tolerance policy in this area.



All appropriate staff will be trained to spot underage gamblers in the Casino.



Underage gambling education and awareness training programs will begin with employee orientation.
Orientation Training on the issue of underage gambling will address:




Michigan and Detroit law relative to minimum age to gamble.




The Developer’s zero tolerance policy against underage gambling and the Developer’s
intent to enforce all laws and regulations related to underage gambling.




Employees will make every reasonable effort to prevent any individual under age 21 from
gambling, attempting to gamble or loitering within the gaming areas of the Casino.




Any employee who knowingly allows an individual under age 21 to gamble is subject to
disciplinary action, up to and including termination.




The Developer has procedures covering all employees, and all areas of the facility. It
is the employee’s responsibility to read, understand and obey all policies that regulate
underage gambling.



Ongoing employee education programs will address:




Responsibilities of policy enforcement by various job positions.




Professional techniques for asking someone to show their identification, what to do when
identification appears to be falsified, what to do when a parent with a child is in
gaming areas.




Acceptable forms of identification and non-acceptable forms of identification.




Techniques for spotting false identification.



Collateral materials to be used in employee and customer education and awareness programs include:




Back-of-the-house posters to remind employees to check IDs — because “If you don’t check
their license, we could lose ours.”




Front-of-the-house posters and signage will inform customers of the relevant law and the
Developer’s policy toward underage gambling. Other posters will warn minors that they
are subject to prosecution if caught gambling in the Casino.




Paycheck inserts to ensure continuous awareness of staff toward underage gambling
issues.




Table tents addressing underage gambling to be placed in hotel rooms to remind parents
and minors of the relevant law and the Developer’s internal policies.



Section DD. Temporary Casino



The Developer is currently operating its existing Casino Complex as the Temporary Casino. The
Developer has previously submitted to the City full information concerning the Temporary Casino.
The Developer warrants that the Temporary Casino will not adversely impact the viability of the
Expanded Casino Complex.



A-21









 






Table of Contents




	 	 	 	 	 
	Section A. Organizational Structure of Developer and Affiliates

	 	 	1	 
	Developer

	 	 	1	 
	Ownership

	 	 	1	 
	Background of Managers and Owners

	 	 	3	 
	Management Board

	 	 	3	 
	Owners

	 	 	4	 
	Minority Ownership

	 	 	6	 
	Gaming Licenses

	 	 	6	 
	Section B. Developer’s Capabilities and Key Personnel

	 	 	7	 
	Capabilities

	 	 	7	 
	Key Personnel

	 	 	8	 
	Section C. Projected Cost Budgets

	 	 	9	 
	Section D. Projected financial Statements

	 	 	9	 
	Section E. Financing Plan

	 	 	9	 
	Section F. Current Financial Statements

	 	 	10	 
	Section G. The Developer’s Concept for the Casino Complex

	 	 	10	 
	Development Site

	 	 	10	 
	Casino Complex

	 	 	12	 
	Gaming Facilities

	 	 	12	 
	Restaurants

	 	 	12	 
	Hotel

	 	 	12	 
	Lounges and Bars

	 	 	12	 
	Retail Space

	 	 	12	 
	Ancillary Entertainment or Recreational Facilities

	 	 	12	 
	Planned Convention Facilities

	 	 	12	 
	Architectural Matters

	 	 	12	 
	Parking

	 	 	12	 
	Phasing

	 	 	12	 
	Zoning

	 	 	12	 
	Section H. Economic Growth and Revitalization

	 	 	12	 
	Budgeting Assistance and Additional Payments

	 	 	12	 
	Improving the Entertainment District

	 	 	13	 
	Improved Streetscaping

	 	 	13	 
	Tourism Promotion

	 	 	13	 
	Section I. Alleviation of Job Shortages

	 	 	13	 
	Section J. Enhancement of City

	 	 	13	 
	In General

	 	 	13	 
	Supporting and Boosting Tourism, Conventions

	 	 	13	 
	Pedestrian Linkages

	 	 	14	 
	Section K. CONTRIBUTION TO Other Areas of City

	 	 	14	 
	Section L. Marketing Plans

	 	 	14	 
	Theme and Design

	 	 	14	 
	Operating and Marketing plans of the Casino

	 	 	14	 
	Section M. Key Management and Staff

	 	 	14	 
	Section N. Staff Training and Relations

	 	 	15	 
	Training

	 	 	15	 
	Collective Bargaining

	 	 	15	 
	Section O. Equal Employment Opportunity

	 	 	15	 
	Section P. Prevailing Wage Compliance by Contractors

	 	 	17	 
	Section Q. Advancement of Detroit Residents by Contractors

	 	 	17	 
	Section R. Equal Employment Opportunity Plans by Contractors

	 	 	17	 
	Section S. Dealings with Detroit-Based Businesses

	 	 	17	 
	Section T. Transportation and Circulation Routes

	 	 	18	 
	Detroit City Airport

	 	 	18	 
	Detroit Metropolitan Airport

	 	 	18	 






i









 






	 	 	 	 	 
	Trip Generation Analysis

	 	 	18	 
	Section U. Transportation Supply and Demand Management

	 	 	18	 
	DOT and SMART

	 	 	18	 
	Detroit People Mover (“DPM”)

	 	 	18	 
	Public Transportation Information

	 	 	19	 
	Section V. Regional Water Facilities

	 	 	19	 
	Section W. Regional Sewer Facilities

	 	 	19	 
	Section X. Detroit Public Lighting Department

	 	 	19	 
	Section Y. Fire Protection

	 	 	19	 
	Section Z. Police Protection

	 	 	19	 
	Section AA. Child Care Services

	 	 	19	 
	Section BB. Compulsive Behavior Disorders

	 	 	19	 
	Section CC. Exclusion of Underage Gamblers

	 	 	21	 
	Section DD. Temporary Casino

	 	 	21	 







ii