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EXHIBIT 10.2    
  


 
 

FIFTH AMENDMENT TO THE
  AMENDED AND RESTATED DEVELOPMENT AGREEMENT
  BY AND AMONG
  THE CITY OF DETROIT, THE ECONOMIC DEVELOPMENT CORPORATION
  OF THE CITY OF DETROIT AND
  MGM GRAND DETROIT, LLC    




        THIS FIFTH AMENDMENT (the "Fifth Amendment") to that certain Amended and Restated Development Agreement, dated as of April 9, 1998, as amended by the First
Amendment dated June 25, 1998, Second Amendment dated December, 1999, Third Amendment dated November 30, 2000 and Fourth Amendment dated November 30, 2001 by and among the City of
Detroit (the "City"), The Economic Development Corporation of the City of Detroit ("EDC") and MGM Grand Detroit, LLC, a Delaware limited liability company ("Developer") for the City of Detroit
Waterfront Reclamation and Casino Development Project (the "Development Agreement") is made on this     day of March 2002 by and among the City, EDC and the Developer. 


        WHEREAS, the City, EDC and Developer have previously entered into the Development Agreement; and 



        WHEREAS, it is the desire of the parties to enter into this Fifth Amendment to amend certain provisions of the Development Agreement. 


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



	1.
	All
capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Development Agreement.



	2.
	Section 2.4(d)
of the Development Agreement is hereby amended by deleting the reference to "March 31, 2002" in such section and substituting in its place
"April 30, 2002."



	3.
	Except
as amended by this Fifth Amendment, the Development Agreement is reaffirmed in all respects and shall remain in full force and effect.



	4.
	This
Fifth Amendment shall become effective on the date (the "Amendment Effective Date") on which all of the following have been accomplished: (a) this Fifth Amendment has been
executed by all parties hereto and (b) the City Council has duly approved the last of the following: (i) this Fifth Amendment; and (ii) a fifth amendment to the amended and
restated development agreements of each of the Other Land-Based Casino Developers containing substantially the same terms and conditions as set forth in this Fifth Amendment.



	5.
	This
Fifth Amendment may be executed in counterparts, each of which shall be deemed to be an original document and together shall constitute one instrument. 



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        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/  KWAME M. KILPATRICK      

	 	 	Its:	 	Mayor
	

 	
 	

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

 	
 	

By:	
 	

/s/  ART PAPAPANOS      

	 	 	Its:	 	Authorized Agent
	

 	
 	

By:	
 	

/s/  SEAN WERDLOW      

	 	 	Its:	 	Treasurer
	

 	
 	

MGM GRAND DETROIT, LLC

a Delaware limited liability company
	

 	
 	

By:	
 	

/s/  JOHN REDMOND      

	 	 	Its:	 	Chairman




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EXHIBIT 10.2


FIFTH AMENDMENT TO THE AMENDED AND RESTATED DEVELOPMENT AGREEMENT BY AND AMONG THE CITY OF DETROIT, THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF DETROIT AND MGM GRAND DETROIT, LLC