Exhibit 10.14 


April 26, 2010


Greektown
Superholdings, Inc.

555 East Lafayette

Detroit, Michigan 48226


Gentlemen:


          We
are pleased to advise that, subject to the terms and conditions set forth in
this commitment letter (“Commitment”), Comerica Bank (“Comerica”) agrees to
provide to Greektown Superholdings, Inc. (“Borrower”) with a $30,000,000
revolving credit facility.


          Capitalized
terms used in this Commitment, and not otherwise defined in the body of this
letter, shall have the meanings given them in the Summary of Terms and
Conditions, dated April 26, 2010 attached to this Commitment as Exhibit A
(“Summary of Terms and Conditions”).


          I.
SPECIFIC TERMS AND CONDITIONS OF THE FINANCING.


                    The
specific terms and conditions of the credit facility (the “Financing”),
including without limitation, the description and purpose of the facility, the
facility amount, the conditions to funding the facility, the maturity dates,
the applicable interest rates, amortization, affirmative and negative
covenants, and the required loan documentation and other terms and conditions,
are set forth in the Summary of Terms and Conditions.


          II.
CONDITIONS TO FINANCING.


                    The
willingness of Comerica to provide the Financing and the closing of the
Financing is subject to the satisfaction by the Borrower, on or before the date
of closing under this Commitment (“Closing”), of the following additional
conditions:


          A.
Execution of Loan Documents: The negotiation, execution and delivery of a
loan agreement, promissory notes, guaranties, security agreements, mortgages
and collateral and other documentation reasonably satisfactory to Comerica and
its counsel, containing, subject to the Summary of Terms and Conditions,
customary conditions, covenants, warranties, remedies and other provisions
including, without limitation, the conditions, covenants, warranties and
provisions described herein and in the Summary of Terms and Conditions;


          B.
Other Closing Documents or Conditions: Comerica’s receipt of
satisfactory evidence of (1) all governmental, third party and/or other
approvals, permits, registrations and the like, necessary in connection with
the Financing or any transaction contemplated thereby, (2) the corporate
approvals by the Borrower, of the loan agreement, guaranties and other loan and
collateral documents, instruments and transactions contemplated hereby, and (3)
customary opinions of outside legal counsel for the Borrower and the
guarantors, covering such matters as reasonably required by, and otherwise in
form and content satisfactory to, Comerica and its counsel;


          C.
No Default, Material Adverse Change: There shall have been no material
adverse change in the condition (financial or otherwise), properties, business,
results or operations (or 





Greektown
Superholdings, Inc.

April 26, 2010

Page 2


projected results or operations) of
Borrower or any other loan party (taken as a whole) required under the Summary
of Terms and Conditions, from the condition shown in the financial information
delivered to Comerica prior to the date hereof; nor shall any omission,
inconsistency, inaccuracy, which renders such financial statements (including
any projections) materially misleading have been determined by Comerica to
exist;


          D.
Payment of Fees: Upon execution of this Commitment, the Borrower shall
pay to Comerica the fees described in the Summary of Terms and Conditions. In
addition, the Borrower shall have paid to Comerica all fees and expenses
required to be paid on or before the Closing under the terms of this
Commitment.


          III.
GENERAL.


          A.
Reliance on Financial Information. Borrower hereby represents and
warrants that (a) all information (the “Information”) that has been or will be
made available to Comerica by Borrower, is or will be complete and correct in
all material respects and does not or will not contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make
such statements contained therein not materially misleading in light of the
circumstances under which such statements are made and (b) the projections that
have been or will be made available to Comerica by the Borrower have been or
will be prepared in good faith based upon assumptions you believe to be
reasonable (provided the Borrower does not warrant that the projected financial
results will be achieved).


          B.
Comerica’s Fees and Expenses: Whether or not the Closing of the
Financing occurs under this Commitment, Borrower shall pay to Comerica, in
addition to the fees required under the Summary of Terms and Conditions, all of
Comerica’s costs and expenses, including, by way of description and not
limitation, reasonable attorney fees and advances, appraisal and accounting
fees and lien search fees, incurred by Comerica in connection with this
Commitment, and the negotiation, consummation and/or closing of the Financing
contemplated hereby. The obligations in this Section shall survive the
expiration or termination of this Commitment. We believe that legal fees will
not exceed $250,000. In the event at any time we find that legal fees may
exceed that amount we will promptly notify you and provide you with an updated
estimate.


          C.
Indemnification. Borrower agrees to indemnify and hold Comerica, and its
shareholders, directors, agents, officers, employees, attorneys, subsidiaries
and affiliates, harmless from and against any and all damages, losses,
settlement payments, obligations, liabilities, claims, actions or causes of
action, and reasonable costs and expenses (including reasonable attorneys fees)
incurred, suffered, sustained or required to be paid by reason of or resulting
from the transactions contemplated hereby or which otherwise result from the
Financing, other than as a result of Comerica’s gross negligence or willful
misconduct. The obligations in this Section shall survive the expiration or
termination of this Commitment.


          D.
Non-assignability; Termination. This Commitment is provided for the sole
benefit of the Borrower, is not intended to create any rights in favor of and
may not be relied upon by any third party, and shall not be transferable or
assignable by the Borrower without the Bank’s





Greektown
Superholdings, Inc.

April 26, 2010

Page 3


prior written
consent (which consent may be granted or withheld in the sole discretion of the
Bank) or by the Bank without the written consent of the Borrower (which consent
shall not unreasonably be withheld or delayed) by operation of law, or
otherwise, and may be terminated at the option of Comerica if the Borrower
shall fail to comply with any of the terms and conditions hereof, or in the
event at any time prior to the Closing of the Financing of a material adverse
change in the financial condition, properties or prospects of the Borrower or
any of the other loan parties. 


          E.
Entire Agreement: Amendment. This Commitment (including the Summary of
Terms and Conditions) contains the entire agreement of Comerica as of the date
hereof with respect to the Financing and are not subject to or supplemented by
any previous correspondence between the Borrower and Comerica or any other
document not expressly referenced herein. No change in this Commitment shall be
binding upon the parties unless expressed in writing and signed by them.


          F.
Closing. Closing on the Financing must occur on or before June 30, 2010
(the “Required Consummation Date”). If not closed on or before the Required
Consummation Date, this Commitment shall expire and Comerica shall have no
further obligation to provide the Financing under this Commitment or any other
obligation.


          G.
Nondisclosure. You are not authorized to show or circulate this letter
to any other person or entity other than your legal and financial advisors in
connection with your evaluation thereof, except that, notwithstanding the
foregoing, you may make such public disclosures, as, and to the extent, you are
required by law, in the opinion of your counsel, to make. If this letter is not
accepted by you as provided in the immediately succeeding paragraph, you are to
immediately return this letter (and any copies hereof) to the undersigned.


          H.
Acceptance. This Commitment, if accepted by the Borrower, must be
accepted in its entirety and without modification, and may be accepted by the
Borrower only by its return of a copy of this letter duly executed on behalf of
Borrower, together with a non-refundable payment of $75,000 of the commitment
fee and a $50,000 deposit against expenses. If not so accepted and returned by Company
on or before Comerica’s close of business on April 27, 2010 the Commitment and
the offer to provide Financing contained herein shall be deemed withdrawn and
of no further force and effect, and Comerica shall have no obligations
whatsoever to provide the Financing set forth herein.


	
  

 	
  

 	
  

 
	
  

 	
COMERICA BANK

 
	
  

 
	
  

 	
 By: 

 	
 /s/ Michael S. Wooder

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Its:

 	
 Senior Vice President

 
	
  

 	
  

 	

 


 









Greektown
Superholdings, Inc.

April 26, 2010

Page 4


ACCEPTED AND
AGREED

ON APRIL 26, 2010


GREEKTOWN SUPERHOLDINGS, INC.


	
  

 	
  

 	
  

 
	
 By: 

 	
 /s/ Clifford J. Vallier

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
 Its:

 	
 President / CFO

 	
  

 
	
  

 	

 


 	
  

 










EXHIBIT A


	
  

 
	
 CONFIDENTIAL

 
	

 


 
	
  

 
	
 Comerica Bank

 
	
 500 Woodward Ave.

 
	
 Detroit, MI 48226

 


Summary of Terms and Conditions

$30,000,000 of Senior Secured Revolving Credit Facility

for

Greektown Superholdings, Inc. (“Company” or “Borrower”)


April 26, 2010


	
  

 	
  

 	
  

 	
  

 
	
 I. LOAN FACILITY; SPECIFIC TERMS 

 
	
  

 
	
 FACILITY A:

 	
  

 	
  

 	
  

 
	
 Borrower:

 	
  

 	
 Greektown Superholdings, Inc.

 
	
  

 	
  

 	
  

 	
  

 
	
 Facility Description:

 	
  

 	
 $30,000,000 Secured Revolving
 Credit Facility (the “Revolver” or the “Facility”). Advances and re-advances
 available from time to time and to allow issuance of up to $5,000,000 in
 Standby Letters of Credit with maturities up to one year, but in no event to
 exceed the maturity of the Revolving Credit Facility. Issuance of Standby
 Letters of Credit under the Facility shall be treated as Funded Debt and
 reduce availability under the Facility.

 
	
  

 	
  

 	
  

 	
  

 
	
 Purpose:

 	
  

 	
 To provide working capital
 availability

 
	
  

 	
  

 	
  

 	
  

 
	
 Letters of Credit:

 	
  

 	
 Utilization of the Facility may
 be made to request the issuance of Standby Letters of Credit by the Bank up
 to $5,000,000 in the aggregate. Maximum expiration of individual Letters of
 Credit will be 12 months or, if earlier, the maturity of the Revolving Credit
 Facility.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Non-refundable letter of credit
 fee (calculated on a per annum basis) payable quarterly in advance to the
 Bank, in accordance with the Applicable Margin Grid

 
	
  

 	
  

 	
  

 	
  

 
	
 Maturity Date:

 	
  

 	
 Three and one half (3 1⁄2) years
 after closing

 
	
  

 	
  

 	
  

 	
  

 
	
 Security:

 	
  

 	
 First perfected security interest
 and/or mortgage on all tangible and intangible assets now owned, and hereafter
 acquired by the Company and its subsidiaries (and Greektown Newco Sub, Inc.),
 including but not limited to all accounts, notes, and contracts receivable,
 inventory, machinery and equipment, owned real estate, intellectual property
 and general intangibles of the Company and its subsidiaries. The collateral
 will include all assets pledged to the holders of the Senior Secured Notes
 and will include all cash and revenues (including without limitation, gaming
 revenues) used in or derived from the operations of the Borrower and/or the
 guarantors.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 First perfected pledge of 100% of
 the capital stock of all domestic subsidiaries (existing and future, direct
 and indirect). Pledge of 65% of the capital stock of each foreign subsidiary.
 In the event there is a pledge of the stock of the Borrower in favor of the
 Senior Secured Notes, then a first priority pledge of such stock shall be
 granted to the Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
 Closing Fee:

 	
  

 	
 $300,000 of which $75,000 shall
 be due and payable upon acceptance of the Bank’s commitment letter and the
 remainder due upon closing.

 






	
  

 	
  

 
	

 


 
	
 Comerica
 Bank

 	
 1

 













	
  

 
	
 CONFIDENTIAL

 
	

 


 






	
  

 	
  

 	
  

 	
  

 
	
 Facility Fee:

 	
  

 	
 50 bps per annum and payable on
 the aggregate commitment amount of the Revolving Credit Facility payable
 quarterly in arrears.

 
	
  

 	
  

 	
  

 
	
 Borrowing Options:

 	
  

 	
 The Company’s Borrowing Options
 for advances under the Revolving Credit shall include a LIBOR-based Rate and
 a Prime-based Rate, plus (in each case) the Applicable Margin. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Prime-based Rate shall
 refer to the higher of i) the Bank’s prime referenced rate, and ii) 250 basis
 points. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LIBOR-based Rate means
 the LIBOR rate which will be adjusted for reserves and other regulatory
 requirements. 

 
	
  

 	
  

 	
  

 	
  

 
	
 Interest Periods

 	
  

 	
 LIBOR-based Rate -
 Interest periods of 1, 2, and 3 months.

 
	
  

 	
  

 	
  

 	
  

 
	
 Interest Payments

 	
  

 	
 Interest payable in arrears on
 the first day of each fiscal quarter for Prime-based Rate Advances and on the
 last day of each interest period for other Advances.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Customary provisions protecting
 the Bank in the event of unavailability of funding, illegality, increased
 costs, breakage, funding losses, withholding taxes, and indemnification.

 
	
  

 	
  

 	
  

 	
  

 
	
 Drawdowns:

 	
  

 	
 Prime-based Rate - Minimum draw
 of $100,000 with same day notice. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LIBOR-based Rate - Minimum draw
 of $250,000 and additional increments of $50,000 with three (3) Business Days
 notice.

 
	
  

 	
  

 	
  

 	
  

 
	
 Termination or Reduction of

 Commitments:

 	
  

 	
 The Company may terminate the
 Revolving Credit Commitment or reduce the Revolving Credit Commitment in
 amounts of at least $1,000,000 at any time on five (5) business days notice.

 
	
  

 	
  

 	
  

 
	

 II. OTHER STANDARD PROVISIONS 

 
	
  

 	
  

 	
  

 	
  

 
	
 Mandatory
Prepayments:

 	
  

 	
 Mandatory prepayments shall be
 required in an amount equal to (i) 100% of the net proceeds of the permitted
 sale of assets (subject to exclusions and permitted reinvestments to be
 negotiated) (ii) 100% of net proceeds of any recovery from insurance arising
 from an event of loss (subject to certain exclusions and permitted
 reinvestments to be negotiated) (iii) 100% of the net proceeds for the issuance
 of any debt or equity securities (subject to exclusions to be negotiated).
 Mandatory prepayments will not reduce the Revolving Credit Commitment.

 
	
  

 	
  

 	
  

 
	
 Prepayment Fees & Penalties:

 	
  

 	
 Prime-based Rate loans
 may be prepaid on same day notice without prepayment penalty.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 LIBOR-based Rate loans
 are subject to breakage cost if repaid before the end of the respective
 Interest Period.

 
	
  

 	
  

 	
  

 
	
 Guaranties:

 	
  

 	
 All obligations of the Company to
 the Bank shall be unconditionally guaranteed by all domestic subsidiaries of
 the Borrower (existing and future) and by any direct or indirect holding
 company or holding companies formed to hold the Borrower’s capital stock or
 other equity securities. Guaranties will be secured, as described, under
 “Security” above. 

 
	
  

 	
  

 	
  

 	
  

 
	
 Representations and

 Warranties:

 	
  

 	
 Customary for credit agreements
 of this nature (including customary exceptions and materiality thresholds),
 with respect to the Company and 

 






	
  

 	
  

 
	

 


 
	
 Comerica
 Bank

 	
 2

 













	
  

 
	
 CONFIDENTIAL

 
	

 


 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 its subsidiaries (and including any
 holding company or ultimate parent) including but not limited to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  1.

 	
 Corporate existence

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  2.

 	
 Corporate and governmental
 authorization; no contravention; binding effect

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  3.

 	
 Financial information

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  4.

 	
 No material adverse change in
 financial condition of Company, or their respective Subsidiaries

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  5.

 	
 Environmental matters

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  6.

 	
 Compliance with laws, including
 ERISA

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  7.

 	
 No material litigation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  8.

 	
 Existence, incorporation, etc. of
 subsidiaries

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  9.

 	
 Payment of taxes

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.

 	
 Full disclosure

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11. 

 	
 No encumbrances

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 12. 

 	
 Accuracy of information

 
	
  

 	
  

 	
  

 	
  

 
	
 Conditions to

 	
  

 	
 Customary in credit agreements of
 this nature, including but not limited to:

 
	
  

 	
  

 	
  

 	
  

 
	
 Borrowing:

 	
  

 	
 1.

 	
 Absence of default.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 Accuracy of representations and
 warranties.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 Negotiation and execution of
 closing documentation reasonably satisfactory to Bank and its counsel.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.

 	
 Receipt of litigation search
 conducted by legal counsel to Bank, reasonably satisfactory to Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.

 	
 Receipt of insurance review,
 reasonably satisfactory to Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 6.

 	
 Legal opinion(s) satisfactory to
 Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.

 	
 Other additional due diligence
 items reasonably requested by and reasonably satisfactory to the Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.

 	
 No material adverse change.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.

 	
 Receipt and review of officer’s
 solvency certificate satisfactory to Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.

 	
 Receipt and satisfactory review
 of transaction documents for the Senior Secured Notes and an intercreditor
 agreement between the purchasers of the Senior Secured Notes and the Bank, in
 each case, in form and substance reasonably satisfactory to the Purchasers
 and the Bank and its counsel and evidence of issuance and funding of at least
 $385,000,000 of the Senior Secured Notes.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11.

 	
 Evidence of receipt by Borrower
 of proceeds of new common and preferred equity in an amount not less than
 $196,000,000 on terms acceptable to Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 12.

 	
 Establishment and maintenance of
 treasury management and depository accounts with the Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 13.

 	
 Receipt and reasonably
 satisfactory review of all material contracts.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.

 	
 All orders to be entered by the
 Bankruptcy Court in connection with the Company’s emergence from bankruptcy
 shall be in form and substance reasonably satisfactory to the Bank.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 15.

 	
 Receipt of most recent Company
 prepared financial statement reasonably satisfactory to Bank. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 16.

 	
 Receipt and reasonably
 satisfactory review of a post-bankruptcy opening balance sheet, including a
 current sources and uses.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 17.

 	
 Receipt and reasonably
 satisfactory review of post-bankruptcy organization structure chart.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 18.

 	
 All consents and approvals of the
 board of directors, shareholders, governmental entities and other applicable
 third parties necessary in connection with the Company’s emergence from
 bankruptcy and the transactions set forth in the Plan of Reorganization shall
 have been obtained.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 19.

 	
 All fees and
 expenses (including reasonable fees and expenses of counsel to the Bank and local
 and regulatory counsel to Bank as

 



 


	
  

 	
  

 
	

 


 
	
 Comerica
 Bank

 	
 3

 












	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CONFIDENTIAL

 	
  

 	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 may be
 required) required to be paid to the Bank on or before the closing date shall
 have been paid in full by the Company.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 20.

 	
 The Plan of
 Reorganization previously confirmed shall not have been modified in any
 manner which is not acceptable to the Bank in the exercise of its reasonable
 discretion.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 21.

 	
 The
 ownership structure, capitalization and management of the Company shall have
 been approved by the Michigan Gaming Control Board, Bank shall not be
 required to be licensed or qualified by the Michigan Gaming Control Board
 unless Bank elects to be so licensed or qualified in its sole discretion and
 all other approvals and consents of the Michigan Gaming Control Board shall
 have been obtained. The Company shall have provided evidence confirming the
 continued effectiveness of the gaming and liquor licenses and legal authority
 to conduct gaming from the Michigan Gaming Control Board and the City of
 Detroit.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 22.

 	
 The
 effectiveness of the Plan of Reorganization.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 23.

 	
 No
 outstanding indebtedness for borrowed money or preferred stock other than the
 preferred stock and other indebtedness for borrowed money contemplated by and
 permitted under the Plan of Reorganization and customary permitted indebtedness.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 24.

 	
 Receipt and
 reasonably satisfactory review of information describing all material
 post-bankruptcy tax liabilities and material contingent liabilities.

 
	
  

 	
  

 	
  

 	
  

 
	
 Covenants:

 	
  

 	
 Customary in
 credit agreements of this nature (including customary exceptions and
 materiality thresholds), with respect to the Company and its subsidiaries,
 and any ultimate parent or holding companies including but not limited to:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 -

 	
 Annual
 year-end audited financial statements and annual financial projections

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 -

 	
 Quarterly
 unaudited financial statements

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 -

 	
 Additional
 information including but not limited to quarterly compliance certificate and
 officer’s statement as to no event of default.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 Maintenance
 of property; insurance coverage with amounts acceptable to Lenders.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 Conduct of
 business; maintenance of existence

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.

 	
 Compliance
 with laws, including ERISA and environmental regulations

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.

 	
 Inspection
 of property, books and records and periodic audit

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 6.

 	
 Limitations
 on indebtedness, liens, guaranties, investments, loans, advances, etc.
 purchase money security interest basket to be determined

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.

 	
 Limitations
 on restricted payments.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.

 	
 Limitations
 on consolidations, mergers, and sales of assets

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.

 	
 Limitations
 on transactions with affiliates.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 10.

 	
 No
 additional negative pledges

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 11.

 	
 Prompt
 notice of material litigation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 12.

 	
 Payment of
 obligations

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 13.

 	
 Prohibition
 on modification of Senior Secured Note documents

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 14.

 	
 Prohibition
 of making excess cash flow prepayments on Senior Secured Notes unless
 revolver outstandings are $0 (before and after making the prepayments) and no
 default or event of default exists under the Facility. Limitations on all
 other prepayments.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All loan
 documents shall be prepared by and satisfactory in form and substance to Bank
 and its counsel and, subject to consistency with this Term Sheet.

 
	
  

 	
  

 	
  

 
	
 Financial Covenant:

 	
  

 	
 Maintain as
 of the end of each Test Date a Fixed Charge Coverage Ratio of not less than
 1.05 to 1.0 (measured initially from bankruptcy emergence until the
 applicable determination date and then on a trailing 

 





	
  

 	
  

 
	

 


 
	
 Comerica
 Bank

 	
 4

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CONFIDENTIAL

 	
  

 	
  

 	
  

 	
  

 
	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 twelve month
 basis). “Test Date” shall mean the last day of each fiscal year of the
 Company (determined upon delivery of annual financial statements, which will
 be required within 90 days of the end of the fiscal year) and the last day of
 each fiscal quarter (determined upon delivery of financial statements which
 will be required within 45 days of the end of each fiscal quarter) if the
 average daily outstanding advances under the Revolver exceed $7,500,000
 during such quarter or if there are any advances outstanding under the
 Revolver on the last day of such fiscal quarter. There will be no other
 financial covenants.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “Fixed
 Charge Coverage Ratio” shall mean EBITDA (which shall exclude unusual and
 non-recurring charges occurring within twelve months of closing and of the
 type set forth on the attached Schedule in amounts to be reasonably agreed
 upon) divided by principal and interest payments, unfinanced capital
 expenditures, cash income tax payments, capitalized lease payments, and
 dividends and distributions. For the December 31, 2010 and March 31, 2011
 test periods, unfinanced capital expenditures will be deemed to be $3,000,000
 per quarter and thereafter will be based on actual unfinanced capital
 expenditures. 

 
	
  

 	
  

 	
  

 
	
 Events of Default:

 	
  

 	
 Customary in
 credit agreements of this nature (including customary grace periods, baskets
 and materiality thresholds), including but not limited to the following:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 Failure to
 pay any interest, principal, fees, or other amounts payable under the
 Agreement when due.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 Failure to
 meet covenants (with grace periods, where appropriate).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 Representations
 or warranties false in any material respect when made.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.

 	
 Cross
 default to other material Indebtedness of the Company and its subsidiaries.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5.

 	
 Failure to
 maintain material licenses and permits.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 6.

 	
 Occurrence
 of an event of default under the Senior Secured Notes.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 7.

 	
 Change of
 control.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 8.

 	
 Failure by
 Borrower to pay material final judgment or material debt.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 9.

 	
 Other usual
 defaults with respect to the Company and its subsidiaries, including but not
 limited to insolvency, bankruptcy and ERISA defaults

 
	
  

 	
  

 	
  

 	
  

 
	
 Indemnification

 and Expenses:

 	
  

 	
 Company and Guarantors will indemnify
 the Bank including without limit, following any event of default, against all
 losses, liabilities, claims and damages relating to their loans, the
 Company’s use of loan proceeds or the commitments, including reasonable
 attorney’s fees, except as such result from an indemnitee’s gross negligence
 or willful misconduct.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 All
 reasonable fees and costs, including reasonable attorney fees of one law firm
 and one firm of local counsel, incurred by the Bank in connection with
 negotiation of the credit facilities, preparation of loan documents, closing
 and funding of the credit facilities, and in connection with any amendments,
 revisions, consents, waivers or any enforcement, preservation or protection
 of rights will be paid by the Company.

 
	
  

 	
  

 	
  

 
	
 Governing Law:

 	
  

 	
 State of
 Michigan

 



Closing on the
loan facilities is subject to prior receipt by Bank of all necessary legal
opinions and government and third party permits, licenses and approvals.


	
  

 	
  

 
	

 


 
	
 Comerica
 Bank

 	
 5

 













	
  

 
	
 CONFIDENTIAL

 
	

 


 


Proposed Applicable Margin Grid


 (basis points per annum)


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BASIS FOR PRICING

 	
  

 	
 LEVEL I

 	
  

 	
 LEVEL II

 
	
 

 	
  

 	

 


 	
  

 	
 

 
	
 Senior
 Funded Debt/EBITDA

 	
  

 	
 <4.0 to 1.0

 	
  

 	
 > 4.0 1.0

 
	
 LIBOR Margin

 	
  

 	
 175

 	
  

 	
 225

 
	
 Prime
 Referenced Rate

 	
  

 	
 -100

 	
  

 	
 -50

 
	
 Standby
 Letter of Credit Fees

 	
  

 	
 175

 	
  

 	
 225

 



Pricing set at
Level 1 until receipt of June 30, 2011 financial statements and covenant
compliance report. Senior Funded Debt to EBITDA to be determined on a
consolidated basis for the Borrower and its subsidiaries on a trailing twelve
month basis. 


	
  

 	
  

 
	

 


 
	
 Comerica
 Bank

 	
 6

 













	
  

 
	
 CONFIDENTIAL

 
	

 


 


Greektown
Superholdings, Inc.


Excluded
Unusual and Non-Recurring Expenses


1. Any allowed
claims, including administrative claims or priority claims provided under the
Plan of Reorganization that are paid after the Effective Date. 


2. Michigan
Business Tax transaction fee. 


3.
Professional fees related to start-up Fresh Start Accounting


4.
Professional fees for executing Greektown Superholdings public status


5. Legal and accounting fees
for the S-4 Exchange offer


	
  

 	
  

 
	

 


 
	
 Comerica
 Bank

 	
 7