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Mandalay Resort Group – ‘10-K’ for 1/31/05 – EX-10.61

On:  Monday, 4/18/05, at 4:13pm ET   ·   For:  1/31/05   ·   Accession #:  1047469-5-10528   ·   File #:  1-08570

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/18/05  Mandalay Resort Group             10-K        1/31/05   14:1.7M                                   Merrill Corp/New/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.24M 
 3: EX-10.37    Material Contract                                   HTML     13K 
 4: EX-10.61    Material Contract                                   HTML    482K 
 5: EX-10.79    Material Contract                                   HTML     25K 
 2: EX-10.9     Material Contract                                   HTML     11K 
 6: EX-12       Statement re: Computation of Ratios                 HTML     22K 
 7: EX-21       Subsidiaries of the Registrant                      HTML     21K 
 8: EX-23.1     Consent of Experts or Counsel                       HTML     10K 
 9: EX-23.2     Consent of Experts or Counsel                       HTML     10K 
10: EX-23.3     Consent of Experts or Counsel                       HTML     10K 
11: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     14K 
12: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     14K 
13: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)  HTML     10K 
14: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)  HTML     10K 


EX-10.61   —   Material Contract
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Exhibit 10.61
"Revised Development Agreement Among City of Detroit the Economic Development Corporation of the City of Detroit and Detroit Entertainment, L.L.C
"Preliminary Statement
"Exhibit 3.15: Form of Guaranty
"Table of Contents
"MotorCity Casino Executive Team
"QuickLinks

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Exhibit 10.61

   

   

   

   

   


REVISED

DEVELOPMENT AGREEMENT

AMONG

CITY OF DETROIT

THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF DETROIT

AND

DETROIT ENTERTAINMENT, 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, and Seventh Amendment dated June 12, 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 Detroit Entertainment, L.L.C., a Michigan limited liability company ("Developer") having its principal place of business at 2901 Grand River Avenue, Detroit, Michigan 48201.


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 revised 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 and the Casino Complex owned and operated by Developer as of the date this Agreement is executed shall be deemed Developer's "permanent" Casino Complex. Certain terms used in this Agreement are defined in Section 15.

1.     General Provisions

        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.

        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.

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        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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2.     Design and Construction of Casino Complex

        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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        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.

        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.

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

        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.

3.     Other Obligations of Developer

        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.

        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.

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        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.

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        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.

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

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        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:

        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, 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.

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        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 (wherever it may be located) 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.

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        At Closing, Developer will cause Parent Company to execute and deliver a Guaranty and Keepwell Agreement effective when construction begins in substantially the form of Exhibit 3.15 attached hereto.

4.     Representations and Warranties

        Subject to Section 3.10 (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:

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

5.     Other Obligations of City

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6.     Default

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

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18


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

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        City, EDC and Developer covenant and agree that because of the difficulty and/or impossibility of determining City's and/or EDC's damages upon certain Events of Default and breaches of this Agreement as set forth in Sections 2.5(a), 6.2(d) and 6.2(e), 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, the sum or sums set forth in Sections 2.5(a), 6.2(d) and 6.2(e) that pertain to the specified Event of Default.

        City's and EDC's remedies under Sections 6.2(a) and (b) for and only for the Events of Default enumerated below in this Section 6.5, shall be limited as follows:

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        The foregoing limitations on City's and EDC's remedies under Section 6.5 shall in no way limit or diminish any other right of City or EDC under this Agreement or otherwise, including City's or EDC's rights or remedies (x) under the Guaranty and Keep Well Agreement, or under any other guaranty, indemnity, instrument or agreement or (y) under Sections 3.6 (Default Rate), 6.2(d) and (e), Section 7 (City's right to perform Developer's covenants), Section 9 (Insurance) or Section 11 (Damage and Destruction).

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

Developer shall not, whether by operation of law or otherwise, Transfer this Agreement or the Casino Complex to a site that is not a Qualified Casino Complex Site 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.

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9.     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.

Whenever, under the terms of this Agreement, Developer is required to maintain insurance, City shall be additional named insureds in all such insurance policies to the extent of their insurable interest, if

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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 a copy of each policy, together with proof reasonably satisfactory to City 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 an Accord certificate, together with proof reasonably satisfactory to City 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.

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 is an additional named insured therein to the extent of its insurable interest, if any, with loss payable as provided in Section 9.2. Developer shall as promptly as practicable notify City 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.

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 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.

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.

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 at the Casino Complex.

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10.   Environmental

Developer, as a further inducement to the City to enter into this Agreement, makes the following representations and warranties:

Developer shall indemnify, defend and hold harmless the City from any and all claims or demands (including reasonable attorney's fees) resulting directly or indirectly from violation of Section 10.1.

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

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.

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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.

If a Major Condemnation occurs, this Agreement shall terminate, and no party to this Agreement shall have any claims, rights, obligations, or liabilities towards any other party arising after termination, other than as provided for herein. 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

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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 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

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13.   Force Majeure

        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:

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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.

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.

14.   Miscellaneous

        Notices shall be given as follows:

If to City:   Mayor
City of Detroit
1126 City-County Building
Detroit, Michigan 48226
Telecopier No.: 313-224-4433
     

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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:

 

Detroit Entertainment, L.L.C.
1922 Cass Avenue
Detroit, Michigan 48226
Attn.: Legal Department
Telecopier No.: 313-237-7721

 

 

Detroit Entertainment, L.L.C.
2901 Grand River Avenue
Detroit, Michigan 48201
Attn.: General Manager and PR Director
Telecopier No.: 313-961-0966

with copies to:

 

Mandalay Resort Group
3950 Las Vegas Boulevard South
Las Vegas, Nevada 89119
Attn.: General Counsel
Telecopier No.: 702-632-6723

 

 

                    - and -

 

 

Atwater Entertainment Associates, L.L.C.
300 River Place
Suite 6600
Detroit, Michigan 48207
Attn.: Vivian Carpenter
Telecopier No.: 313-394-0243

 

 

                    - and -

 

 

Atwater Casino Group, L.L.C.
Fox Office Center, 10th Floor
2211 Woodward
Detroit, MI 48201
Attn.: Marian Ilitch
Telecopier No.: 313-983-6048

 

 

                    - and -

 

 

Dykema Gossett, PLLC
39577 Woodward Avenue
Suite 300
Bloomfield Hills, Michigan 48304-2820
Attn.: Thomas B. Spillane, Jr.
Telecopier No.: 248-203-0763

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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.

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.

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.

It is hereby agreed and declared that whenever a notice or performance under the terms of 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.

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

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.

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.

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.

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.

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.

Except as may be otherwise expressly provided herein, no approval to be made by 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.

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

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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.

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.

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.

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.

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

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.

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.

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.

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City 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 14.24.

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:

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

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.

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[signature page follows]

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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 KILPATRICK      
        Its: Mayor

 

 

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

 

 

By:

 

    

        Its:     

 

 

By:

 

    

        Its:     

 

 

DETROIT ENTERTAINMENT, L.L.C., a Michigan limited liability company

 

 

By:

 

Circus Circus Michigan, Inc., a Michigan corporation, one of its members

 

 

 

 

By:

/s/  
GLENN SCHAEFFER      

 

 

 

 

Its:

President


 

 

By:

 

Atwater Casino Group, LLC, a Michigan limited liability company, one of its members

 

 

 

 

By:

/s/  
THOMAS CELANI      

 

 

 

 

Its:

President


 

 

 

 

By:

/s/  
VIVIAN CARPENTER      

 

 

 

 

Its:

V.P. and Manager

44



EXHIBIT 3.15: FORM OF
GUARANTY

TABLE OF CONTENTS

 
 
  Page
Preliminary Statement   2

1.

General Provisions

 

2
  1.1 Findings   2
  1.2 Developer's Rights   2
  1.3 Location of the Casino Complex   3
  1.4 Closing   3

2.

Design and Construction of Casino Complex

 

4
  2.1 No Responsibility for City   4
  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

 

6
  3.1 Casino Complex Operations   6
  3.2 Hours of Operation   6
  3.3 Radius Restriction   7
  3.4 Payment of Development Process Costs   8
  3.5 Social Commitments   8
  3.6 Default Rate   10
  3.7 Administration of this Agreement   11
  3.8 Negative covenants   11
  Notification of Certain Events   12
  3.9 Notification   12
  3.10 Veracity of Statements   12
  Veracity of Statements   12
  3.11 Use of Casino Complex   13
  3.12 Financing   13
  Financing Representations; Restrictions   13
  3.13 Riverfront Site Closeout   13
  3.14 Budgeting Assistance   14
  3.15 Guaranty and Keepwell Agreement   15

4.

Representations and Warranties

 

15
  4.1 Representations and Warranties of Developer   15
  Representations and Warranties of Developer   15
  4.2 Representations and Warranties of the City   16
  Representations and Warranties of City   16
  4.3 Representations and Warranties of the EDC   16
  Representations and Warranties of EDC   16

5.

Other Obligations of City

 

16
  5.1 Re-Selection   16
       

45



6.

Default

 

17
  6.1 Events of Default   17
  Events of Default   17
  6.2 Remedies   18
  6.3 Termination   20
  Termination   20
  6.4 Liquidated Damages   21
  Liquidated Damages   21
  6.5 Limitation of Remedies   21
  Limitation on Remedies   21

7.

City's Right to Perform Developer's Covenants

 

22

8.

Transfers

 

22
  8.1 Transfer of Development Agreement   22
  8.2 Transfer of Ownership Interest   22

9.

Insurance

 

23
  9.1 Maintain Insurance   23
  9.2 Form of Insurance and Insurers   23
  Form of Insurance and Insurers   24
  9.3 Other Policies   24
  Other Policies   24
  9.4 Insurance Notice   24
  Insurance Notice   24
  9.5 Keep in Good Standing   24
  Keep in Good Standing   24
  9.6 Blanket Policies   24
  Blanket Policies   24

10.

Environmental

 

25
  10.1 Representations and Warranties   25
  10.2 Indemnity   25
  10.3 Contribution   25
  10.4 Survival   25

11.

Damage and Destruction

 

25
  11.1 Damage or Destruction   25
  Damage or Destruction   25
  11.2 Use of Insurance Proceeds   25
  Use of Insurance Proceeds   25
  11.3 No Termination   27
  No Termination   27
  11.4 Condemnation   27
  Condemnation   27

12.

Indemnification

 

28
  12.1 Indemnification by Developer   28
  Indemnification by Developer   28

13.

Force Majeure

 

29
  13.1 Definition of Force Majeure   29
  13.2 Excuse of Performance   30
       

46



14.

Miscellaneous

 

30
  14.1 Notices   30
  Notices   30
  14.2 Non-Action or Failure to Observe Provisions of this Agreement   32
  Non-Action or Failure to Observe Provisions of this Agreement   32
  14.3 Applicable Law and Construction   32
  Applicable Law and Construction   32
  14.4 Submission to Jurisdiction   32
  Submission to Jurisdiction   32
  14.5 Complete Agreement   32
  Complete Agreement   32
  14.6 Holidays   32
  Holidays   32
  14.7 Exhibits   33
  Exhibits   33
  14.8 No Brokers   33
  No Brokers   33
  14.9 No Joint Venture   33
  No Joint Venture.   33
  14.10 Governmental Authorities   33
  Governmental Authorities   33
  14.11 Technical Amendments   33
  Technical Amendments   33
  14.12 Unlawful Provisions Deemed Stricken   33
  Unlawful Provisions Deemed Stricken   33
  14.13 No Liability for Approvals and Inspections   33
  No Liability for Approvals and Inspections   33
  14.14 Time of the Essence   33
  Time of the Essence   33
  14.15 Captions.   34
  Captions   34
  14.16 Sunset Provision   34
  Sunset Provision.   34
  14.17 Compliance   34
  Compliance   34
  14.18 Table of contents   34
  Table of Contents   34
  14.19 Number and Gender   34
  14.20 Third Party Beneficiary   34
  Third Party Beneficiary   34
  14.21 Cost of Investigation   34
  Cost of Investigation   34
  14.22 Attorneys' Fees   34
  Attorneys' Fees   34
  14.23 Further Assurances   34
  Further Assurances   34
  14.24 Estoppel Certificates   35
  14.25 Consent For Certain Amendments   35
  14.26 Counterparts   35
  Counterparts   35

15.

Definitions

 

35

47


EXHIBIT 3.15: FORM OF
GUARANTY

GUARANTY

        This GUARANTY ("Guaranty") is made as of this    day of            , 2002, by Mandalay Resort Group, a Nevada corporation ("Guarantor"), having its office at 3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119 to and for the benefit of the City of Detroit, a municipal corporation ("City").

W I T N E S S E T H

        WHEREAS, Detroit Entertainment, L.L.C., a Michigan limited liability company ("Developer") and City have executed that certain Revised Development Agreement dated of even date herewith ("Development Agreement," with capitalized terms herein having the same meaning as therein defined, unless expressly otherwise defined herein), which Development Agreement sets forth the terms and conditions upon which Developer has agreed to build and operate the Casino Complex; and

        WHEREAS, Guarantor being the parent of one of the members of Developer, will directly and indirectly benefit from the financial success of Developer.

        NOW, THEREFORE, in consideration of the foregoing premises, Guarantor, acknowledging that but for the execution and delivery of this Guaranty, City would be entitled to exercise certain rights and remedies under the Development Agreement with respect to Developer's nonperformance of, and noncompliance with, certain covenants, conditions and provisions therein, and in consideration of City's forbearance from exercising such rights and remedies and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, hereby covenants and agrees as follows:

        1.     Guarantor hereby absolutely, unconditionally and irrevocably guarantees to City the completion of the construction of the additional components to the Casino Complex, as set forth in the Development Agreement.

        2.     The obligations of Guarantor under this Guaranty shall terminate and be of no further force or effect as of the first date all of the additional components of the Casino Complex are open to the public for business.

        3.     Guarantor will maintain continuously in full force and effect and available to it resources, including unused lines of credit in its favor, in an amount reasonably sufficient to fund all amounts necessary to allow Guarantor to perform all of its obligations hereunder.

        4.     This is an absolute, irrevocable, present and continuing guaranty of payment and performance and not merely a guaranty of collection. Upon notice to Guarantor from City that Developer has failed to perform any of the Obligations, Guarantor agrees, on demand by City to:

48


        5.     Upon any Event of Default hereunder, City shall have the following rights and remedies:

        6.     Guarantor authorizes City to perform any and all of the following acts at any time in its sole discretion, all without notice to Guarantor and without affecting Guarantor's obligations under this Guaranty:

        7.     Guarantor expressly agrees that Guarantor shall not be released by or because of:

Guarantor hereby expressly waives and surrenders any defense to its liability under this Guaranty based upon any of the foregoing acts, omissions, agreements, waivers or matters. It is the purpose and intent of this Guaranty that the obligations of Guarantor under it shall be absolute and unconditional under

49


any and all circumstances; provided, however, this Guaranty shall cease upon the occurrence of a re-selection by City, as provided in Article    of the Development Agreement or other event not caused by Developer, under which Developer is no longer permitted to construct and/or operate a Casino Complex in the City.

        8.     Guarantor waives:

        9.     City shall not be required, as a condition precedent to making a demand upon Guarantor or to bringing an action against Guarantor upon this Guaranty, to make demand upon, or to institute any action or proceeding at law or in equity against, Developer, any other guarantor or anyone else, or exhaust its remedies against Developer, any other guarantor or any one else, or against any collateral, if any, given to secure the Obligations. All remedies afforded to City by reason of this Guaranty are separate and cumulative remedies and it is agreed that no one of such remedies, whether exercised by City or not, shall be deemed to be exclusive of any of the other remedies available to City and shall not limit or prejudice any other legal or equitable remedy which City may have.

        10.   Until the obligations of Guarantor shall terminate pursuant to paragraph 2 hereof, Guarantor hereby waives all rights of subrogation, contribution and indemnity against Developer, now or hereafter arising, whether arising hereunder, by operation of law or contract or otherwise, as well as the benefit of any collateral which may from time to time secure the Obligations, and to that end, Guarantor further agrees not to seek any reimbursement, restitution, or collection from, or enforce any right or remedy of whatsoever kind or nature in favor of Guarantor against, Developer or any other person or any of their respective assets or properties for or with respect to any payments made by Guarantor to City hereunder or in respect of the Obligations. City may, in the course of exercising any remedies available to it under the Development Agreement, at its sole option elect which remedies it may wish to pursue without affecting any of its rights hereunder. City may elect to forfeit any of its rights, even if such actions shall result in a full or partial loss of rights of subrogation which Guarantor, but for City's actions, might have had.

50



        11.   If, at any time, all or any part of any payment previously applied by City to any of the Obligations is rescinded or must otherwise be restored or returned by City for any reason, including, without limitation, the insolvency, bankruptcy, dissolution, liquidation or reorganization of Developer, or upon or as a result of the appointment of a receiver, intervenor, custodian or conservator of, or trustee or similar officer for, Developer or any substantial part of its property, Guarantor shall remain liable for the full amount so rescinded or returned as though such payments had never been received by City, notwithstanding any termination of this Guaranty or the cancellation of the Development Agreement evidencing the Obligations of Developer.

        12.   Before signing this Guaranty, Guarantor investigated the financial condition and business operations of Developer, the present and former condition, uses and ownership of the Casino Complex, and such other matters as Guarantor deemed appropriate to assure itself of Developer's ability to discharge its obligations under the Development Agreement. Guarantor assumes full responsibility for that due diligence, as well as for keeping informed of all matters which may affect Developer's ability to pay and perform the Obligations. City has no duty to disclose to Guarantor any information which it may have or receive about Developer's financial condition or business operations, the condition or uses of the Casino Complex, or any other circumstances bearing on Developer's ability to perform under the Development Agreement.

        13.   Except for Permitted Affiliate Payments, any rights of Guarantor, whether now existing or hereafter arising, to receive payment on account of any indebtedness (including interest) owed to it by Developer, or to withdraw capital invested by it in Developer, or to receive distributions from Developer, shall, to the extent and in the manner provided herein, be subordinate as to time of payment and in all other respects to the full and prior payment and performance of Developer's Obligations to City to the extent then due. Following and during the continuance of an Event of Default, Guarantor shall not be entitled to enforce or receive payment of any sums or distributions from Developer other than Permitted Affiliate Payments until the Obligations have been paid and performed in full to the extent then due and any such sums or distributions received in violation of this Guaranty shall be received by Guarantor in trust for City.

        14.   Guarantor hereby represents and warrants that:

51


        15.   Guarantor covenants with City as follows:

None of the aforesaid financial statements or any certificate or statement furnished to City by or on behalf of Guarantor in connection with the transactions contemplated hereby, and none of the representations and warranties in this Guaranty, shall contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein or herein not misleading.

52


Each notice pursuant to this paragraph shall be accompanied by a statement setting forth details of the occurrence referred to therein and stating what action Guarantor proposes to take with respect thereto.

        16.   City may declare Guarantor to be in default under this Guaranty upon the occurrence of any of the following events ("Events of Default").

53


        17.   If any of the provisions of this Guaranty, or the application thereof to any Person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Guaranty, or the application of such provision or provisions to Persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and every provision of this Guaranty shall be valid and enforceable to the fullest extent permitted by law.

        18.   This writing is intended by the parties as a final expression of this Guaranty, and is intended to constitute a complete and exclusive statement of the term of the agreement among the parties hereto. There are no promises or conditions, expressed or implied, unless contained in this writing. No course of dealing, course of performance or trade usage, and no parol evidence of any nature, shall be used to supplement or modify the terms of this Guaranty. No amendment, modification, termination or waiver of any provision of this Guaranty, shall in any event be effective unless the same shall be in writing and signed by City, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No waiver shall be implied from City's delay in exercising or failing to exercise any right or remedy against Developer, Guarantor or any collateral given to secure the Obligations.

        19.   Notices. Notices shall be given as follows:

If to City:   Mayor
City of Detroit
1126 City-County Building
Detroit, Michigan 48226
Telecopier No.: 313-224-        

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 Developer:

 

Detroit Entertainment, L.L.C.
1922 Cass Avenue
Detroit, Michigan 48226
Attn.: Legal Counsel
Telecopier No.: 313-237-7720

and to:

 

Detroit Entertainment, L.L.C.
2901 Grand River
Detroit, Michigan 48201
Attn.: General Manager
Telecopier No.: 313-961-0966

with copies to:

 

Mandalay Resort Group
Attn.: General Counsel
3950 Las Vegas Boulevard South
Las Vegas, Nevada 89119
Telecopier No. 702-632-6723

54


        20.   Time is of the essence in performance of this Guaranty by Guarantor.

        21.   Guarantor's obligations under this Guaranty are in addition to its obligations under any other existing or future guaranties, each of which shall remain in full force and effect until it is expressly modified or released in a writing signed by City. Guarantor's obligations under this Guaranty are independent of those of Developer under the Development Agreement.

        22.   The terms of this Guaranty shall bind and benefit the legal representatives, successors and assigns of City and Guarantor; provided, however, that Guarantor may not assign this Guaranty, or assign or delegate any of its rights or obligations under this Guaranty, without the prior written consent of City in each instance.

        23.   This Guaranty shall be governed by, and construed in accordance with, the local laws of the State of Michigan without application of its law of conflicts principles.

        24.   If any lawsuit or arbitration is commenced which arises out of, or which relates to this Guaranty or the Development Agreement, the prevailing party in such lawsuit or arbitration shall be entitled to recover from each other party such sums as the court or arbitrator may adjudge to be reasonable attorneys' fees (including reasonably allocated costs for services of inhouse counsel) in the action or proceeding in addition to costs and expenses otherwise allowed by law. In any bankruptcy, reorganization, receivership, or other proceedings affecting creditor's rights involving a claim under this Guaranty, Guarantor agrees to pay all of reasonable costs and expenses of City, including attorneys' fees (including reasonably allocated costs for services of in-house counsel) which may be incurred in any effort to collect on or enforce any term of this Guaranty, but only to the extent permitted by the court having jurisdiction over such proceedings. From the time(s) incurred until paid in full, all sums shall bear interest at the Default Rate.

        25.   No amounts shall be due hereunder unless and until Guarantor has received notice pursuant to paragraph 4 hereof

        26.   EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THE DEVELOPMENT AGREEMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTY HERETO OR ANY OF THEM WITH RESPECT TO THIS GUARANTY, THE DEVELOPMENT AGREEMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS GUARANTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

        IN WITNESS WHEREOF, this Guaranty has been duly executed as of the day and year first above written.

[SIGNATURE BLOCK]

55


Section A.    Following is a full and complete description of the organizational structure of Developer and its Affiliates, including the names and general backgrounds of all officers, directors and owners of Developer and any Person that controls Developer, except that if Developer or an Affiliate is publicly traded, only the names and general backgrounds of owners beneficially owning greater than five percent (5%) of the shares of the publicly traded corporation need to be identified:

Developer is a Michigan limited liability company formed for the express and sole purpose of owning and operating a casino and related facilities in Detroit, Michigan. As of March 18, 2002, Developer has 2 members, Circus Circus Michigan, Inc., a Michigan corporation ("Circus") and Atwater Casino Group, L.L.C. ("ACG"). Circus is a wholly owned subsidiary of Mandalay Resort Group ("MRG"). ACG is a Michigan limited liability company whose members are AEA and ZRX, L.L.C., which is also a Michigan limited liability company ("ZRX").

Pursuant to its operating agreement, Developer's business and affairs are managed by its members through a management committee appointed on a proportional basis by its members. MRG appoints 6 members, and ACG appoints 6 members (3 each by AEA and ZRX). As of March 18, 2002, the following individuals hold the 6 voting positions designated for MRG: Glenn W. Schaeffer, David R. Belding, Donald R. Givens, Peter A. Simon, Yvette E. Landau, and Gregg H. Solomon. As of March 18, 2002, Dr. Vivian Carpenter (individually and on behalf of AEA and also on behalf of Bay Ventures, L.L.C., a member of AEA) holds the 3 voting positions designated for AEA. As of March 18, 2002, Thomas Celani and Marian Ilitch (individually and on behalf of Z.L.M. Corporation, a member of ZRX) hold the 3 voting positions designated for ZRX. Descriptions of the backgrounds of those individuals are included herein.

Also below is a table setting forth information regarding each person known to beneficially own more that 5% of MRG's stock. Glenn W. Schaeffer is the sole director and President of Circus. Rhonda Cohen, the General Manager of MotorCity Casino and Vice President of Circus, is the only other officer of Circus. A description of her background is also included herein.


As of 4/20/2001

Name and Address

  Number of Shares
Beneficially Owned

  Approximate
Percentage of Class

 
Michael S. Ensign
    3950 Las Vegas Blvd. South
    Las Vegas, Nevada 89119
  7,156,366 (1) 9.39 %

William A. Richardson
    3950 Las Vegas Blvd. South
    Las Vegas, Nevada 89119

 

7,069,904

(2)

9.28

%

Bank of America Corporation
NMS Services Inc.
NMS Services (Cayman) Inc.
MBG Trust-Wilmington Trust
    Owner Trustee
    100 North Tryon Street
    Charlotte, North Carolina 28225

 

6,162,072

(3)

8.16

%

Legg Mason, Inc.
    100 Light Street
    Baltimore, Maryland 21202

 

8,191,160

(4)

10.85

%

Iridian Asset Management LLC
LC Capital Management, LLC
CL Investors, Inc.
COLE Partners LLC
Iridian Partners Fund, L.P.
Iridian Investors, L.P.
Iridian Private Business Value
    Equity Fund, L.P.
David L. Cohen
Harold J. Levy
    (collective the "Note 5 Filers")
    276 Post Road West
    Westport, Connecticut 06880-4704

 

8,186,900

(5)

10.84

%

FMR Corp.
    82 Devonshire Street
    Boston, Massachusetts 02109

 

11,237,550

(6)

14.88

%

(1)
Includes 6,489,700 shares as to which Mr. Ensign has sole voting and dispositive power and 666,666 shares which he may acquire pursuant to currently exercisable stock options.

(2)
Includes 6,403,238 shares as to which Mr. Richardson has sole voting and dispositive power and 666,666 shares which he may acquire pursuant to currently exercisable stock options.

(3)
Based on information provided by Bank of America Corporation ("B of A"), as of April 20, 2001, it had shared voting and dispositive power with respect to all of these shares, and NMS Services Inc. and NMS Services (Cayman) Inc. each had shared voting and dispositive power, and MBG Trust-Wilmington trust Owner Trustee had sole voting and dispositive power, with respect to 6,102,098 of these shares. The 6,102,098 shares are held under a Trust Agreement, dated as of September 8, 2000, between NMS Services (Cayman) Inc. and Wilmington Trust Company, as trustee, pursuant to which the trustee is obligated to vote the shares at the meeting in the same proportion as the votes cast by the holders of our other shares.

(4)
This is the number of shares beneficially owned by Legg Mason, Inc., as reported in its Schedule 13G/A filed with the Securities and Exchange Commission on March 14, 2001. In such filing, shared dispositive power was reported as to all of the shares, sole voting power was reported as to 6,373,090 shares and shared voting power was reported as to 1,818,070 shares.

(5)
In Amendment No. 1, dated February 7, 2001, to the Schecule 13G of the Note 5 Filers, David L. Cohen and Harold J. Levy each reported shared voting and dispositive power with respect to all of these shares, Iridian

(6)
This is the number of shares beneficially owned by FMR Corp., as reported in its Schedule 13G/A filed with the Securities and Exchange Commission on March 14, 2001. In this filing, FMR Corp. reported sole voting power as to 1,089,100 of the shares and sole dispositive power as to all of the shares.

Developer is extremely proud of its diverse management and ownership structure, which combines the financial strength and operational acumen of Mandalay Resort Group ("MRG") with the history of investment and involvement in the City of Detroit represented by the many beneficial owners of Atwater Casino Group, L.L.C. ("ACG"). One of our core strengths is that Developer currently includes as an 11.5% beneficial owner Atwater Entertainment Associates, L.L.C. ("AEA"), which is a Detroit-based, grass roots, majority African-American owned group which was the driving force behind proposal B in 1994 and in placing Proposal E on the Michigan statewide ballot in 1996. Another key strength is that two (2) of Detroit's most highly respected businesswomen, Dr. Vivian Carpenter and Marian Ilitch, are currently both major stakeholders and active participants in the management of Developer. Finally, the history of investment in and commitment to Detroit by various members of ACG is exemplary and second to none among the 3 casino developers. In support of those assertions, please note the following:

As described elsewhere herein, there are 6 voting positions on the Management Committee of Developer. Donald Givens and Dr. Carpenter are African-American. Yvette Landau, Dr. Carpenter, and Marian Ilitch are women. Dr. Carpenter resides in the City of Detroit. Accordingly, at the current time, four voting positions on the Management Committee (33%) are held by African-Americans, five (42%) are held by women, and three (25%) are held by a resident of the City of Detroit.

AEA, which is majority owned by African-Americans, holds certain veto rights under the operating agreements of both ACG and Developer. Foremost among these is that AEA must concur in any sale of substantially all of Developer's assets. This provision helps to ensure that the operators of the casino project will always be sensitive to the needs of the community.

ACG is governed by Atwater Management Corporation ("AMG"), a closely held, sole purpose, Delaware corporation owned by AEA and ZRX. AMG is governed by a 6 person Board of Directors, 3 appointed by AEA and 3 by ZRX. As of March 18, 2002, Jack Barthwell, III holds 1 voting position designated for AEA and Dr. Vivian Carpenter holds the other 2 voting positions designated for AEA. Currently, Marian Ilitch holds 2 voting positions designated for ZRX and Thomas Celani holds the other 1 voting position designated for ZRX. Dr. Carpenter and Mr. Barthwell are both African-American, and Dr. Carpenter and Ms. Ilitch are both women. Thus, at the current time, 50% of the voting positions on the AMG Board of Directors are held by African-Americans and 50% are held by women.

AEA is governed by a 3 person group of managers. As of March 18, 2002, those 3 individuals are Dr. Carpenter, Mr. Barthwell, and Loretta Scott, all of whom are African-American, and two of whom are women. Thus, the management of AEA currently is 100% African-American and 66% female.

The day-to-day manager of the casino project will be Circus, a wholly-owned subsidiary of MRG. MRG's Board of Directors currently includes two women (25%), one of whom is African-American (12.5%). A key officer of MRG, Yvette E. Landau (Vice-President, General Counsel, and Secretary of MRG), is a woman who is directly involved in the casino project. As of September 2001, over 51% of MRG's employees are women, and 49% of MRG's management positions are held by women. As of September 2001, over 52% of MRG's employees are minorities, and 29% of MRG's management positions are held by minorities. As is its practice at its other properties, MRG is committed to replicating and, indeed, enhancing its commitment to the hiring and deployment of women and minorities in managerial positions at Developer's casino project. Accordingly, at the current time, the highest level executive (the General Manager) at Developer's casino project is a woman, and the second highest level executive (the Director of Casino Operations) is an African-American woman. Indeed, 37% of the top management positions at Developer's casino project are held by women and 32% of those positions are held by African-Americans.



Developer's Ownership:

As of March 18, 2002, ACG owns approximately 46.47% and Circus owns approximately 53.53% of Developer. Of the 3 casino developers, Developer is the only one with such a high percentage of local (i.e. Detroit) equity ownership. ZRX owns 75.31% and AEA owns 24.68% of ACG. Those ownership percentages result in ZRX beneficially owning 35% of Developer and AEA owning 11.46% of Developer.

MRG is a publicly traded company and, accordingly, only those persons or entities owning 5% or more of its common stock are known to its management. However, it should be noted that various institutional investors and mutual funds own a substantial percentage of MRG. These entities, presumably, reflect the investment of millions of women and minorities.

Marian Ilitch, a woman, currently owns 71.43% of ZRX. This gives her a beneficial ownership of 25% of Developer. AEA currently has 110 individual investors, held directly or indirectly through 265.099 limited lliability company membership units. Of the total 110 beneficial owners of AEA, 73 are African-Americans, i.e. 9.4% of the equity. This means that currently 9.4% of the total equity in Developer is owned by African-Americans. 53 of the 110 beneficial owners of AEA are women; i.e. 48%. Women hold 30% of the equity of AEA. Thus, the women of AEA currently own 3.4% of Developer. Combining that amount with the 25% stake held by Marian Ilitch, women currently own 28.4% of Developer (not including the owners of publicly traded shares of MRG).

AEA is a Detroit-based business, as are numerous of its members, including, at the current time, Atwater Detroit Corporation, Primco/Atwater, Inc, O Fund, CBD Fund, L.L.C., Durocher Dixson Werba, L.L.C., NICO Ventures, Inc., and PR Networks Inc.

Marian Ilitch is a Detroit based business person. Indeed, it can be said that she (together with other members of her family) has been among the foremost investors in downtown Detroit over the last decades, a time when others were shunning the City. Ms. Ilitch is co-founder of Little Caesars Enterprises and co-owner and secretary/treasurer of the Detroit Red Wings, Detroit Rockers soccer team and Olympia Entertainment, Inc., the management firm for the Fox Theatre.

Mrs. Ilitch has demonstrated commitment and a belief in the revitalization of Detroit by making the decision to move her companies' corporate headquarters and 600 employees downtown. She also was instrumental in the decision to purchase the historic Fox Theatre in 1987. The Fox Theatre and office building was restored and re-opened in 1988. In 1996, she established Olympia Development of Michigan, L.L.C. to bring new projects to enhance the City.

Developer received its Casino License from the Michigan Gaming Control Board on December 14, 1999. Currently, that license remains in full force and effect. Developer has never withdrawn an application for nor been denied a gaming license. Neither ACG (an Affiliate) nor either of its members, AEA and ZRX, hold a gaming license or have been denied or have withdrawn an application for a gaming license. Additionally, Circus (an Affiliate) does not hold a gaming license and has never been denied or withdrawn an application for a gaming license. Similarly, neither MRG nor any of its subsidiaries or affiliates has even been denied a gaming license or withdrawn an application for a gaming license. MRG has had business reasons for relinquishing licenses (for example, shut down of leased operation, decision not to proceed with a project, removal of slot machines from gas station), as elsewhere herein described. The following constitutes the relevant current information regarding Thomas Celani:

1.
Thomas Celani was a substantial owner of shares of Sodak Gaming, Inc. and also a member of the Sodak Gaming, Inc. Board of Directors. In his capacity as a member of the Board of Directors, he was licensed in numerous jurisdictions. In September of 1999 when IGT purchased all outstanding shares of Sodak Gaming, Inc., he sold all of his shares of Sodak Gaming, Inc. and resigned his position as a member of the Board of Directors.

2.
Michigan Gaming Control Board
3.
Little River Band of Ottawa Indians Gaming Commission
4.
Smith River Rancheria Tribal Gaming Commission
5.
Paskenta Band of Nomlaki Indians
6.
Ewiiaapaayp Band of Kumeyaay Indians
7.
In connection with his ownership of some or all of the above listed entities, Thomas Celani has been or is being investigated by the National Indian Gaming Commission and the California Gambling Control Commission.

As of March 18, 2002, MRG holds gaming licenses in Nevada, Mississippi, and Illinois. Licenses held by MRG, its subsidiaries and joint ventures are as follows:

1.
Nonrestricted gaming license and liquor licenses—CIRCUS CIRCUS HOTEL & CASINO, LAS VEGAS. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license approved 4/18/74, start date 5/02/74. Liquor licenses approved approximately concurrently.

2.
Nonrestricted gaming License and liquor licenses—MANDALAY BAY RESORT AND CASINO. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark

3.
Nonrestricted gaming license and liquor licenses—CIRCUS CIRCUS HOTEL & CASINO, RENO. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Washoe County Gaming and Liquor Board of the Washoe County Department of Business Licenses, 1001 E. Ninth Street, Reno, NV 89512, (702) 328-3733. Gaming license approved 5/28/78, start date 7/1/78. Liquor licenses approved approximately concurrently.

4.
Nonrestricted gaming license and liquor licenses—SLOTS-A-FUN CASINO. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license originally approved 3/20/75. CIRCUS CIRCUS LICENSE APPROVED 10/29/79. Liquor licenses approved approximately concurrently.

5.
Nonrestricted gaming license and liquor licenses—COLORADO BELLE HOTEL & CASINO. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license approved 6/18/87, start date 7/1/87. Liquor licenses approved approximately concurrently.

6.
Nonrestricted gaming license and liquor licenses—EDGEWATER HOTEL & CASINO. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license originally approved 10/22/81, start date 11/1/81. CIRCUS CIRCUS LICENSE APPROVED ON 2/1/83. Liquor licenses approved approximately concurrently.

7.
Nonrestricted gaming license and liquor licenses—EXCALIBUR HOTEL & CASINO. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license approved 5/31/90, start date 6/19/90. Liquor licenses approved approximately concurrently.

8.
Nonrestricted gaming license and liquor licenses—LUXOR HOTEL & CASINO. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license approved 9/1/93, start date 10/15/94. Liquor licenses approved approximately concurrently.

9.
Nonrestricted gaming license and liquor licenses—GOLD STRIKE CASINO RESORT, F.k.a. Circus Circus Casino—Tunica. Issued by Mississippi Gaming Commission, 202 E. Pearl Street, Jackson, MS 39225-3577, (601) 961-4400 and Alcoholic Beverage Control Division of the Mississippi State Tax Commission, P.O. Box 540, Madison, MS 39130. Gaming license approved 8/18/94. Liquor licenses approved approximately concurrently.

10.
Nonrestricted gaming license and liquor licenses—RAILROAD PASS HOTEL & CASINO. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license approved 9/19/85, start date 10/1/85. Liquor licenses approved approximately concurrently.

11.
Nonrestricted gaming license and liquor licenses—GOLD STRIKE HOTEL & GAMBLING HALL. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license approved 11/19/87, start date 12/23/87. Liquor licenses approved approximately concurrently.

12.
Restricted gaming license and liquor licenses—GOLD STRIKE AUTO & TRUCK PLAZA. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license originally approved 9/2492, start date 10/22/92. Liquor licenses approved approximately concurrently. Gaming license relinquished to Nevada Gaming Control Board in 3/31/96, after management decided to remove the slot machines at this property. Re-applied in 1999 for a restricted license, licensed granted in March 2000, start date October 2000.

13.
Nonrestricted gaming license and liquor licenses—NEVADA LANDING HOTEL AND CASINO. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license approved 8/24/89, start date 9/20/90. Liquor licenses approved approximately concurrently.

14.
Restricted gaming license and liquor licenses—NEVADA LANDING AUTO PLAZA. Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license approved 12/19/91, start date 2/1/92. Liquor licenses approved approximately concurrently.

15.
Nonrestricted gaming license and liquor licenses- SILVER LEGACY HOTEL & CASINO (joint venture owned 50% by Galleon, Inc., a subsidiary of Circus Circus Enterprises, Inc. and 50% by Eldorado Limited Liability Company). Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Washoe County Gaming and Liquor Board of the Washoe County Department of Business Licenses, 1001 E. Ninth Street, Reno, NV 89512 (702) 328-3733. Gaming license approved 7/14/95 by the Nevada Gaming Control Board and 7/21/95 by the Nevada Gaming Commission. Liquor licenses approved approximately concurrently.

16.
Non-restricted gaming license and liquor licenses—GRAND VICTORIA RIVERBOAT (joint venture owned 50% by Nevada Landing Partnership, a subsidiary of Circus Circus Enterprises, Inc. and 50% by RBG L.P.). Issued by Illinois Gaming Board, 160 North LaSalle, Chicago, IL 60601 (312) 814-4700; Illinois Liquor Commission, 100 West Randolph, 5th Floor, Chicago, IL 60601, (312) 814-2225. Temporary Operating Permit approved October 6, 1994; License granted October 25, 1994.

17.
Non-restricted gaming license and liquor licenses—MONTE CARLO RESORT & CASINO (joint venture owned 50% by Gold Strike L.V., a subsidiary of Circus Circus Enterprises, Inc. and 50% by Mirage Resorts, Incorporated). Issued by Nevada Gaming Control Board and Nevada Gaming Commission, 1919 E. College Pkwy, Carson City, NV 89710—(702) 684-7700 and Clark County Gaming and Liquor Board of the Clark County Department of Business Licenses, 500 S. Grand Central Pkwy, Las Vegas, NV 89101 (702) 455-4253. Gaming license approved 6/21/96, start date 6/21/96. Liquor licenses approved 6/18/96. Brewery licenses approved 7/1/96.

18.
Casino license and liquor licenses—DETROIT ENTERTAINMENT, L.L.C. (joint venture owed 53.5% by Circus Circus Michigan, Inc. and 46.5% by Atwater Casino Group, L.L.C.). Issued by

Mandalay Resort Group, f.k.a. Circus Circus Enterprises, Inc., its subsidiaries or affiliates has never had a license, franchise or certificate issued by a licensing authority denied, restricted, suspended, revoked or not renewed. However, as mentioned above, the Company has had business reasons for withdrawing or relinquishing licenses or applications for licensing in connection with its business operations. These are described below.

1.
AMERICAN ENTERTAINMENT, L.L.C. (former joint venture, owned 50% by Circus Circus Louisiana, Inc., a subsidiary of Circus Circus Enterprises, Inc. and 50% by American Entertainment Corporation) voluntarily relinquished its certificate of preliminary approval and its conditional license as a result of the Company's decision not to pursue this riverboat development given the deterioration of the New Orleans, Louisiana gaming market.
2.
HACIENDA RESORT HOTEL & CASINO. In connection with the September 1995 acquisition of the Hacienda Resort Hotel and Casino, in Las Vegas, Nevada, Circus Circus Enterprises, Inc., through its subsidiary Pinkless, Inc. applied for a restricted gaming license to operate gaming devices at the Hacienda Camperland Trailer Park located on the Hacienda grounds. After applying for the trailer park license, it was decided that the existing operator of the trailer park would lease, and continue to operate, the trailer park (including the gaming devices). Therefore, Circus Circus Enterprises, Inc. withdrew its application for a restricted license in July, 1995.
3.
GOLD STRIKE FUEL COMPANY, d.b.a. Gold Strike Truck and Auto Plaza obtained a restricted gaming license (that is, one which allows no more than 15 slot machines) in 9/24/92, start date 10/22/92. The license was surrendered to the Nevada Gaming Control Board in 3/31/96, after management decided to remove the slot machines at this property. The property has reapplied and obtained a restricted gaming license in October 2000.

4.
WINDSOR CASINO LIMITED and NORTHERN BELLE CASINO (originally owned 1/3 by Circus Circus Enterprises, Inc., 1/3 by Hilton Hotels Corporation and 1/3 by Caesars World, Inc. or their affiliates). Circus Circus Enterprises, Inc. voluntarily transferred its interest in these enterprises to Hilton and Caesars in January, 1997.

5.
EVANSVILLE LANDING INDIANA (owned by Gold Strike, L.L.C. and HCC Corp.) was one of the applicants for an owner's license to conduct gaming operations in Evansville, Indiana. Evansville Landing was approved by the Indiana Gaming Commission investigators to be considered for the license, but the license was ultimately awarded to another competitor. As a procedural matter, the Indiana Gaming Commission denied the issuance of the license to the other four competitors, including Evansville Landing.

6.
SILVER CITY CASINO, was operated by Circus Circus Casinos, Inc., one of the Company's subsidiaries, pursuant to a lease which expired on 10/31/99. The property was closed on 10/31/99 and the license was surrendered to the Nevada Gaming Control Board shortly thereafter.

Following are biographies of the members of Developer's Management Committee:


Glenn W. Schaeffer
President, Chief Financial Officer, Treasurer
Mandalay Resort Group

Glenn W. Schaeffer reassumed his role with MRG following the 1995 merger between MRG and the Gold Strike entities. The acquisition marked a reunion for MRG and Schaeffer, who was MRG's president and chief financial officer prior to joining Gold Strike.

Schaeffer, who graduated summa cum laude from the University of California at Irvine, holds two advanced degrees in literature. After beginning his career as a stockbroker, Schaeffer eventually joined Ramada, Inc. (now Aztar Corporation) and became a corporate vice president.

In 1984, he joined the MRG team following the company's initial public offering of shares. During the next decade, the company's shares rose 16-fold in value. Schaeffer has served as Chairman of the Nevada Resort Association from 1996 to 1998. He has been profiled by numerous business and trade publications as one of the country's leading executives.


Yvette E. Landau
Vice President, General Counsel and Secretary
Mandalay Resort Group

Yvette E. Landau is originally from Milwaukee, Wisconsin. After working with the Environmental Protection Agency (EPA) for two years using meteorological data and computer models to bring polluted areas in the State of Wisconsin within EPA clean air standards, she left the EPA to study law at Northwestern University in Chicago. She has been involved in the legal aspects of the gaming industry since 1984. In practice at Arizona's largest law firm, she was involved in numerous financing and construction transactions for Ramada, Inc. (now Aztar Corporation). In 1993, Ms. Landau joined MRG as Associate General Counsel, with responsibility for the legal aspects of the transactional areas of the company and its subsidiaries, including contract structure and review, licensing, compliance and reporting. On June 21, 1996, she was promoted to Vice President, General Counsel and Secretary of MRG. As such, she has responsibilities for all aspects of MRG's legal department.


Gregg H. Solomon
Senior Vice President/Operations
Mandalay Resort Group

Gregg H. Solomon joined Mandalay Resort Group as Senior Vice President/Operations in June 1995 after MRG's acquisition of the Gold Strike Resorts. Prior to the merger, Mr. Solomon was, for a period of more than five years, involved in the management and operations of the Gold Strike entities, where he was responsible for the overall operations of all Gold Strike properties. In addition to his current position, Mr. Solomon oversees the operations of the Grand Victoria Riverboat Casino, in Elgin, Illinois, the Gold Strike Casino Resort, in Tunica, Mississippi, the Gold Strike Hotel and Gambling Hall and Nevada Landing Hotel and Casino, in Jean, Nevada, and the Railroad Pass Hotel and Casino, in Henderson, Nevada.


Peter A. Simon, II
Senior Vice President
Mandalay Development

Peter A. Simon was born in Las Vegas, Nevada. His father was in the mining industry and moved the family to Jean, Nevada, a mining town just 30 miles outside of Las Vegas, where Mr. Simon was raised.

In 1971, Mr. Simon obtained his gaming license from the State of Nevada and became the youngest owner/operator in Nevada's history. He operated a casino in Jean until May 1988, when he entered into a partnership with Mike Ensign, Bill Richardson and David Belding to develop hotel/casinos in the Jean area.

Beginning in 1990, Mr. Simon concentrated on development efforts, primarily in foreign gaming jurisdictions (i.e., gaming outside of Nevada). In 1993, he obtained the final riverboat license in Illinois and in October 1994 opened the Grand Victoria Riverboat Casino, which is the largest and most profitable cruising gaming vessel in the country.

Mr. Simon joined Mandalay Resort Group as Senior Vice President of Development in June 1995. In this position, he is responsible for the evaluation and development of gaming and entertainment facilities in new and emerging jurisdictions.


David R. Belding
Senior Vice President and General Counsel
Mandalay Development

Las Vegas native David Belding was, for years, a partner in the resort properties known as the Gold Strike entities. Prior to that, he attended the University of Arizona and then Georgetown University Law Center. Upon graduation, he practiced commercial, corporate, real estate and tax law for more than 20 years.

Mr. Belding was chairman of the Nevada Resort Association in 1992-1993; since 1991, he has chaired the Washington, DC and Nevada legislative committees. He is also involved in numerous community activities, including the UNLV Foundation, the Nevada Development Authority, the Desert Research Institute and the Boulder City Drug Abuse Council.

Mr. Belding joined Mandalay Resort Group as Senior Vice President and Secretary in June 1995. He is currently Senior Vice President and General Counsel of Mandalay Development, where he is responsible for the evaluation and development of gaming and entertainment facilities in new and emerging jurisdictions.


Donald R. Givens
Minister and
Member of Management Committee
Detroit Entertainment, L.L.C.

Until mid 2001, Donald R. Givens was Vice President and General Manager of the Excalibur Hotel and Casino. He began in that position on July 14, 1997. Prior to this, Mr. Givens was the Vice President and General Manager of the Luxor Hotel and Casino from December 1996 to July 1997 and Vice President and General Manager of the Hacienda Hotel and Casino from August 1995 to December 1996. A native of Las Vegas, Mr. Givens graduated from Valley High School in 1973. He received his bachelor of science degree in hotel administration from the University of Nevada-Las Vegas in 1977, financing his education by working as a dishwasher and then kitchen steward at the Holiday Inn (now Harrah's). After graduation, he climbed from desk clerk to hotel manager at the then-Thunderbird to hotel manager at the Sahara Hotel and Casino. He joined Mandalay Resort Group in 1984 as Edgewater Hotel and Casino's hotel manager, later holding that title for both the Edgewater and the Colorado Belle Hotel and Casino. In 1989, he was named hotel manager for the not-yet-opened Excalibur Hotel and Casino. In September 1994, he was promoted to general manager of Circus Circus Hotel and Casino-Las Vegas, where he stayed until assuming the general manager position at the Hacienda. He and his wife Wenda have seven children.

In August 2001, Mr. Givens retired from MRG to pursue a full time ministry in Peoria, Arizona. He currently conducts his ministry from the World of Life Christian Center in Peoria, Arizona.


Thomas Celani
Member
Atwater Casino Group, L.L.C.

Thomas Celani, a Metro Detroit business owner with international gaming experience, has been a major supporter of the trek to bring casinos to Detroit. President of Action Distributing Company since 1982, he worked at the family beer distributorship as a salesman and took over after his father died suddenly. Under his leadership, the distributorship grew tremendously, enabling Celani to invest in other business ventures.

Celani became involved in the gaming industry in 1990 when he became a major investor in Sodak Gaming Inc., a leading international distributor of electronic gaming machines and gaming machine products. When Sodak went public in 1994, Celani sold a portion and became a director on the public company board.

In 1993, Celani partnered with Mike Malik in forming North American Gaming (NAG), a gaming developer and operator. NAG partnered in 1994 with Harrah's to develop a proposed Foxtown Casino. NAG was also one of the participants in the 1994 casino ballot proposals in Detroit. NAG actively and financially supported Proposal C on the city ballot.

Celani and Malik joined with Atwater Entertainment Associates, L.L.C. in 1996 by financially supporting most of the Proposal E statewide campaign.

Celani has also been a major supporter in charity organizations in Metro Detroit. He is president of Hearts of Livonia, which raised $1,846,360 since 1978 for the cardiac trauma center at St. Mary's Hospital in Livonia, numerous scholarships and various community charities.


Marian Ilitch
Member
Atwater Casino Group, L.L.C.

Marian Ilitch is a Detroit businesswoman and entertainment developer with experience and commitment in the creation of world-class entertainment in downtown Detroit. Ms. Ilitch is co-founder of Little Caesars Enterprises, and co-owner and secretary/treasurer of Detroit Red Wings, Detroit Rockers soccer team and Olympia Entertainment, Inc., the management firm of the Fox Theatre.

Ms. Ilitch has demonstrated commitment and a belief in the revitalization of Detroit by making decisions to move corporate headquarters and 600 employees downtown. She also was instrumental in the decision to purchase the historic Fox Theatre in Detroit in 1987. The Fox Theatre and office building was restores and reopened in 1988.

In 1996, she established Olympia Development, Inc., to bring new projects to the city. In the same year, Ms. Ilitch was ranked as one of the top business owners in the country by Working Woman Magazine, in conjunction with the National Association for Women Business Owners. She was also named among the top five in the country in its annual list of the "Top 50 Women Business Owners" for the last four years.

Ms. Ilitch was honored last year by the Southeast Michigan American Red Cross for aiding chapter emergency services and the work of the Red Cross Friends. She recently contributed $1 million to Hospice of Michigan to be used to build a Hospice Home in Detroit.


Dr. Vivian Carpenter

Vivian L. Carpenter is President of Atwater Entertainment Associates, L.L.C. (an investment company with a significant interest in MotorCity Casino) and currently serves as Chair of the Management and Audit Committee of MotorCity Casino in Detroit, Michigan. MotorCity Casino is a joint venture project with Mandalay Resort Group (NYSE:MBG) and is governed by its Management Committee. She also serves on the Board of Directors of several other casino related business entities, as well as serving on the Board of Directors of Detroit Commerce Bank (serving as Audit Committee Chair), the Detroit Black Chamber of Commerce, the Front Page Newspaper, and the Alumni Board of the University of Michigan School of Business. Dr. Carpenter will assume the Chair of the Board of the Detroit Black Chamber of Commerce in April 2002.

Dr. Carpenter has three earned degrees from the University of Michigan: a Bachelor of Science Degree in Engineering (Industrial and Operations Research), a Master of business Administration (MBA) and Doctor of Philosophy (Ph.D.) in Business Administration. In 1985-1986 Dr. Carpenter spent a year on postdoctoral studies in economics and public policy at the University of Chicago.

From August 1992 to August 2001, Dr. Carpenter served as the Assistant Dean and Associate Professor of Accounting at Florida A & M University's (FAMU) School of Business and Industry (SBI). She has been an Assistant Professor of Accounting at Wayne State University and a Visiting Professor of Industrial and Operations Engineering at the University of Michigan, College of Engineering. Dr. Carpenter is a licensed Certified Public Accountant (CPA), having passed the CPA examination on the first sitting in 1975. She has been licensed since 1977, after gaining her professional experience at Arthur Andersen & Company. She served as a Deputy State Treasurer for the Michigan Department of Treasury under the administration of Governor William Milliken.

Dr. Carpenter's research focus is institutional theory and public sector accounting innovations, and she has been active in the professional accounting community for many years. She has taught financial statement analysis and stock price evaluation in the MBA program at FAMU and Wayne State University, as well as advanced accounting at the University of Michigan. She has served as a member of the Service Efforts and Accomplishments Project Team of the Governmental Accounting Standards Board (GASB). She is a member of the American Accounting Association, Michigan Association of CPAs, and the American Institute of CPAs.

Dr. Carpenter has received a number of honors and awards. The Governmental Accounting Standards Board, Ford Foundation, Kellogg Foundation, and the National Science Foundation have supported her research. Dr. Carpenter was appointed to serve on review panels for the National Science Foundation, Ford Foundation, and as a member of the Fulbright International Business Administration Review Panel. Additionally, she was awarded an equipment grant from Hewlett-Packard to establish a computer network for faculty and staff in the Business School at Florida A & M University.

Dr. Carpenter has received three national awards. She was awarded the National Achievement Award—Accounting Educator Award by the National Association of Black Accountants, the Author's Award from the Association of Government Accountants and the Decision Sciences Institute's Best Interdisciplinary paper award (out of 900 submitted papers). Dr. Carpenter has publications in the Journal of Accounting and Public Policy; Government Accountants Journal. Governmental Finance Review; Accounting Horizons; Accounting Organizations and Society; Issued in Accounting Education and International Journal of Public Administration. She has served on the editorial board of Research in Government and Nonprofit Accounting. In October 2001, Dr. Carpenter had the lead article to appear in Accounting, Organizations and Society, the top ranked international accounting journal.

Dr. Carpenter is married to Herbert J. Strather. Dr. Carpenter and Mr. Strather have two children and maintain residences in Tallahasse, Florida and Detroit, Michigan. Dr. Carpenter hopes to return to FAMU at some point in the future.


Section B.    Following is a description of Developer's capabilities, experience and key personnel who will be assigned to the Casino Complex.

MRG's senior management, combined, currently possesses more than 100 years of experience in casino gaming. Since MRG's founding in 1974, these executives, either at MRG or other major gaming companies, have directed the development and operation of the most new gaming and entertainment capacity in the history of the industry. In the 1980s and 1990s, MRG has been the industry leader in the construction of new hotel rooms and casino space-as well as an instrumental force in establishing modern gaming as a form of destination entertainment. In those two decades, MRG also served the most traveling entertainment consumers in the industry. The MRG executives involved in the Detroit casino project in combination have been involved in the construction and management of over 33,000 hotel rooms and 1.3 million square feet of casino space.

Rhonda Cohen, the current General Manager of Developer's Detroit casino, MotorCity Casino, has 23 years of experience in the casino industry, in markets as diverse as Atlantic City, Mississippi, and Windsor, before joining the Detroit team to open MotorCity Casino in 1999. In recognition of her contributions to the casino industry, the Casino Management Association recently awarded her the "Gaming Professional of the Year" award. In March of 2002, Crain's Detroit Business named her of "One of Detroit's Most Influential Women." Biographies of the other key personnel of MotorCity Casino are also included herein. As of March 18, 2002, the upper level management team at MotorCity Casino has, in the aggregate, approximately 200 years of experience in the casino industry. The incredible success of that facility is a testament to the talent of Developer and the MotorCity Casino management team.

Indeed, Developer started by turning approximately 17 acres of blighted neighborhood into a major casino and entertainment complex. Developer restored the Wonder Bread Bakery, an 85-year old Detroit landmark, and developed it into a world-class casino with more than 68,000 square feet of gaming space, five restaurants, three bars, and two entertainment venues that regularly showcase Detroit talent. Currently, MotorCity Casino serves nearly five thousand people in its award winning restaurants and parks over 3,000 cars each day.

MotorCity Casino currently offers 106 table games and more than 2,500 of the latest reel and video slot products. It has attracted hundreds of thousands of visitors to the City and contributed significantly to the economy of both the City and the State.

Developer has developed a highly trained professional staff of nearly 3,000 associates at the current time, a majority of whom are Detroit residents. That staff is dedicated to service and to the success of MotorCity Casino. Developer has created career opportunities, improved the neighborhood in which MotorCity Casino is located, and made a positive difference through its presence in this community. From the start, Developer has worked successfully with a wide range of neighborhood groups, including police officers, the Chamber of Commerce, Goodwill Industries, United Way Community Services and the Convention and Visitor's Bureau, to name but a few.

The MotorCity Casino management team looks forward to building upon the success it has already achieved to create a first-class casino/hotel/entertainment complex.



MotorCity Casino Executive Team

Rhonda Cohen, General Manager.    Rhonda has over 23 years of gaming experience. She joined the MotorCity Casino team as Director of Player Development in 1999. Her knowledge and talents were quickly recognized, and, in June of 2000, she was selected as the General Manager. Rhonda began her career as a Craps Dealer at Caesar's Atlantic City. While at Caesar's she held various positions, including Boxperson, Floor Supervisor, and Assistant Pit Manager. In 1985, Rhonda joined Trump Castle, as a member of the opening team. She enjoyed various promotions, including a promotion to the position of Casino Shift Manager. In February of 1994, Rhonda was invited to join the Casino Windsor project. She was an integral member of a team of 17 Americans recruited to help bring Canada's first commercial gaming enterprise online. She joined CW as an Assistant Casino Manager and was subsequently promoted to the position of Casino Manager and Director of Table Games.

Claudia Holmes, Director of Casino Operations.    For more than 22 years Claudia has been enhancing her knowledge of the gaming industry. She began her career as a Dealer at Caesar's Hotel Casino in Atlantic City. She was promoted to Floorperson and subsequently Pit Manager. After a successful tenure at Caesar's, Claudia joined the MotorCity Casino team as Casino Shift Manager in 2000. In 2002, Claudia's contributions were recognized and rewarded. She was chosen as Director of Casino Operations. In Claudia's current capacity she is responsible for all gaming related functions.

Dave Estum, Director of Cage.    Dave has over 28 years of casino gaming experience. Dave began his casino career at Harrah's Tahoe. His first position in the industry was a combination cage cashier, change person and hardcount/softcount attendant. The Harrah's organization recognized Dave's hard work and dedication, as evidenced by his promotion to a lead position. After four years with Harrah's, Dave joined the then Circus Circus group. While working with his new employer, he assisted with the opening of Circus Circus Reno, the Excalibur, the Luxor, the Silver Legacy and most recently MotorCity Casino.

David J. Nehra, Director of MIS and Division Director, CIT.    David has worked as an IT professional for the past 13 years. In March of 1999, David joined MotorCity Casino as Director of Information Technology. In December of 1999 David was promoted to Division Director of Corporate Information Technology overseeing Information Technology for 6 Mandalay Resort Group properties. David currently maintains that position. Prior to joining the MotorCity Casino team, David worked as a technology specialist designing and implementing information technology solutions for various Fortune 1000 companies. David studied electrical engineering and computer science at Lawrence Technological University. David received his BS in Electrical Engineering in May of 1992.

Clay Crawford, CPA, Controller.    Clay has over 7 years of casino experience. His casino tenure began with the opening of the Grand Victoria Casino in Elgin in October of 1994. Subsequent to that position, he was accounting manager of the Gold Strike Hotel & Gambling Hall. His duties included all external financial reporting, Federal and State income tax compliance, debt compliance, benefit plans, and all other "corporate accounting" issues. In addition, he worked as the Assistant Controller of the Luxor and Monte Carlo Resort and Casinos. After a brief hiatus, in December of 1997, Clay returned to Grand Victoria as the assistant controller and was promoted to controller in July of 1998. His most recent assignment is Controller for MotorCity Casino.

Wayne Sawyer, Director of Compliance.    Wayne, a MotorCity Casino opening team member, has been building upon his casino knowledge for the last 15 years. He has a thorough understanding of the gaming industry. He has been involved in the financial, strategic planning and compliance aspects of this business. He has worked in various capacities, including as Director of Strategic Planning, Financial Gaming Consultant and Casino Analyst. He graduated from Brown University, with a Bachelor of Science.

Michael A. Roy, CPA, Director of Internal Audit.    Michael created and implemented the company's internal control system for all departments (e.g., Slots, Table Games, Cage, Surveillance, Accounting, Purchasing, MIS, Compliance, etc). His responsibilities also include reviewing the standard operating procedures of the various casino departments to ensure compliance with the Michigan Gaming Control



Board's requirements. He also oversees all of the internal audits of MotorCity Casino's operations. Michael's professional experience includes auditing financial statements for public and non-public manufacturing and entertainment/communication companies and financial institutions. Michael graduated from Wayne State University, and has a Bachelor of Arts degree in Business Administration, with a major in accounting. He is also a member of the Michigan Association of Certified Public Accountants and the Institute of Internal Auditors.

Jack Barthwell, III, Director of Public Relations.    Jack has extensive casino knowledge. In fact, he played a significant role in the efforts to bring casino gaming to the Detroit area. In his current capacity as Director of Public Relations, he is responsible for developing and implementing the public relations plan for the casino. He also coordinates all media related efforts and handles communications with local governmental agencies. In addition, Jack has been actively involved in the community throughout his professional career. He has extensive experience in the private and public sectors. Some of his employers have included the Stroh Brewery Company, Michigan Employment Security Commission, Wayne State University, the United States House of Representatives and Atwater Entertainment Associates. Jack earned his law degree from the University of Michigan.

Scott A. Frost, Director of Marketing.    Scott has 7 years of casino related experience. He joined the MotorCity Casino team, as Director of Marketing, in 1999. He is responsible for the strategic planning and implementation of the casino's marketing plan. He also supervises the direct mail and tour and travel initiatives of the casino. Prior to joining MotorCity Casino, Scott accepted a position as Special Events & Promotions Coordinator for the Harrah's New Orleans interim casino. Subsequent to that position, he became the Entertainment & Promotions Coordinator for the Flamingo Casino New Orleans. Scott also has extensive event planning experience at the Superdome in New Orleans. His event planning there included coordinating the 1993 NCAA Men's Final Four Basketball Tournament, along with major concerts including The Rolling Stones, The Eagles, and Billy Joel concerts.

Susanne Bascharow, Director of Player Development.    Susanne joined the MotorCity Casino team in 1999. She has over 16 years of gaming experience. She started her career as a dealer at the Claridge Casino Hotel in Atlantic City. She subsequently held positions as a Floor Supervisor, Pit Manager and Casino Host. After successfully mastering table games, Susanne was employed as a gaming instructor. She later returned to the gaming floor as a Casino Shift Manger and Training Manager for Casino Windsor. Since the summer of 2000 she has been the Director of Player Development at MotorCity Casino. Susanne holds a BA degree in elementary education from Holy Family College.

Lane Maxcy, Director of Food and Beverage.    Lane joined MotorCity Casino in 1999, as a member of the opening team. Lane oversees all food and beverage related efforts. He ensures the quality and consistency of all food products. Lane's previous experience includes an accomplished career with the Hyatt Regency organization. He worked in various capacities, including Executive Assistant Manager and Director of Food and Beverage at various Hyatt properties throughout the US and the West Indies. Lane has successfully completed a number of courses through Sterling Vineyard's School of Hospitality. He also holds a Bachelor's Degree from Georgia State University.

William Cummings, Director of Security.    William has over 34 years of law enforcement experience. He joined the MotorCity Casino team in 1999. William is responsible for ensuring the safety and well being of all casino guests and associates. His previous experience includes 27 years as a member of the Detroit Police Department. During his tenure with the Police Department he advanced through the ranks, progressively assuming responsibilities commensurate with his rank. He retired at the rank of Police Commander. William received his law degree from the Detroit College of Law. He is also a graduate of the 149th Session of the Federal Bureau of Investigation (FBI) National Academy.

Ezzie Rooks, Director of Surveillance Operations.    Ezzie is responsible for surveillance of all gaming and non-gaming operations at MotorCity Casino. Formerly he was the Director of the Compliance Division of the Mississippi Gaming Commission and was responsible for oversight of all of the audit-related functions and corporate financial investigations of the gaming industry in Mississippi. He has more than twenty-four (24) years of experience in the gaming industry, most of which was with the Nevada State Gaming Control Board. Mr. Rooks began his career as an entry-level agent in the Audit



Division of the Nevada Gaming Control Board in 1977 and advanced to the level of Senior Agent. He supervised a team of twelve (12) auditors and managed many special projects of the Audit Division, including quality control, final review, loan and lease approvals, high-risk licensee monitoring, industry performance analysis and evaluations of internal controls. He holds a degree in Accounting from Jackson State University.

Erika Mathers, Director of Slots.    Erika has 10 years of casino experience. Her responsibilities include ordering and evaluating new slot machines, managing and training all slot personnel, establishing and upholding all policies and procedures and internal controls, and analyzing all costs and profits directly related to slot operations. She has held a number of positions, including Slot Shift Manager, Assistant Slot Manager and Slot Club Manager. Erika's entire casino career has been with Mandalay Resort Group. She has worked at various properties, including the Monte Carlo, Grand Victoria, and the Gold Strike Casino Resort.

Sharon Hall, Director of Retail.    Sharon was an integral member of the MotorCity Casino opening team, holding several positions during her tenure with the casino. Her current responsibilities involve the day to day operations of the retail outlet. She coordinates all aspects of this operation. Prior to joining this management team, she served as Director of Administration and Director of Operations for several other business enterprises. Her duties have included purchasing, vendor relations, budget preparation and marketing.

Gary Gransden, Director of Engineering.    Gary has over 21 years of casino experience. He began his casino career at the Gold Strike Inn. He subsequently worked at the Railroad Pass, the Nevada Landing, and the Grand Victoria. Gary started his career in housekeeping, but quickly advanced to Chief of Engineering and then Director of Engineering. He joined the opening team at MotorCity Casino in 1999 as Director of Engineering. In his present capacity, he is responsible for the maintenance of the entire casino complex, including the mechanical systems, HVAC, electrical systems and landscaping.

Jody J. Busing, Director of Purchasing.    Jody is the most recent addition to the MotorCity Casino team. She is not new to the gaming industry. She is currently responsible for all aspects of purchasing. Her previous casino duties included overseeing the daily operations of the Purchasing Department at the Empress Casino Hotel in Illinois. She was also responsible for the procurement of all products and services for various departments, contract negotiations, bidding/quoting processes, supplier selection, and verification of deliveries. Prior to that, she worked for the Racing Association of Central Iowa DBA Prairie Meadows Racetrack and Casino. Jody holds both a BS and an MS in Education from Drake University.

Jo Avery, Director of Human Resources.    Jo has been working in the casino industry for almost three years. She is a native Detroiter with extensive professional experience in human resources and banking. Prior to coming to MotorCity Casino, she worked as the Human Resource Manager for a tier one automotive supplier located in the metropolitan Detroit area. This organization had offices and employees in 23 states, Mexico, Canada and Great Britain. She also worked for a large consumer paper products manufacturer with plants in Michigan and several other states. She currently is responsible for all human resource issues at MotorCity Casino.

Emmett Frederick, Director of Transportation.    Emmett is responsible for all aspects of valet operations, transportation and parking. His scope of responsibilities includes facilitating the transportation and parking needs of guests and associates. Emmett began his casino career with MotorCity Casino in 1999 in the Security Department. He previously worked for the Detroit Police Department. He has over 15 years of customer service experience.


Section C.    Under separate cover, and subject to agreement to protect the confidentiality thereof, Developer is providing a description of projected cost budgets for the financing, design, construction, furnishing and equipping of the Casino Complex, including, without limitation, costs of projected infrastructure improvements and all material assumptions upon which the following are based.

All budgets are projections only, based on typical hotel/casino construction costs, adjusted for the Detroit, Michigan location and with appropriate contingencies.

MotorCity Casino currently contains approximately 68,000 square feet of gaming space, five restaurants, three bars, two entertainment venues and a parking structure and surface lots to accommodate 3,450 cars. These facilities were constructed at a cost of approximately $190 million, including land, pre-opening and initial bankroll.

Developer intends to reconfigure its existing casino space to expand to 100,000 square feet of gaming space, construct a 400 room hotel tower, include a 200-seat coffee shop and a 100-seat specialty restaurant with bar, as well as other bars, a 1,200-seat theatre, and 70,000 square feet of ballroom, meeting and pre-function space. Additional parking will also be added. Developer estimates that the total cost of these facilities will not be less than $210 million, including hard construction costs, soft costs, contingency and land (but excluding gaming equipment, pre-opening, capitalized interest and any additional initial bankroll).


Section D.    Under separate cover, and subject to agreement to protect the confidentiality of same, Developer's delivering to the City Developer's projected balance sheets, income statements and cash flow statements of the Casino Complex for the first five (5) years of operations, using generally accepted accounting principles, and all material assumptions upon which they are based.

The numbers are projections only based on available data and information and do not constitute a representation by Developer or any other party that such projections will be achieved. These numbers and projections will be provided under separate cover, as "confidential information."

Certain information included in these reports and other materials filed or to be filed by the Company with the Securities and Exchange Commission (as well as information included in oral statements or written statements made or to be made by the Company) contain statements that are forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include information relating to current expansion projects, plans for future expansion projects and other business development activities as well as other capital spending, financing sources and the effects of regulation (including gaming and tax regulation) and competition. These risks and uncertainties include, but are not limited to, those relating to development and construction activities, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, changes in federal or state tax laws or the administration of such laws, changes in gaming laws or regulations (including the legalization of gaming in certain jurisdictions) and applications for licenses and approvals under applicable laws and regulations (including gaming laws and regulations).


Section E.    Following is a description of existing and anticipated sources of financing for the Casino Complex, including pertinent details such as terms, rates, and security covenants, whether Developer has or will acquire all or some of its financing from a Detroit-Based Business, a Detroit Resident Business or a Small Business Concern, and Developer's plan, if any, for utilization of Detroit-based Minority-owned financial institutions in servicing Developer's financial needs.

Developer acquired construction financing for MotorCity Casino from MRG and from a consortium of lenders led by Bank of America. Special attention was paid to involve local and minority banking institutions in the consortium, which includes Detroit-based Comerica Bank, and Detroit-based and minority owned First Independence National Bank, which is involved to the maximum allowed by federal lending guidelines. In addition, Bank One, Michigan National Bank (now Standard Federal Bank), and National City Bank, all of which have a strong local presence, are included in the current consortium. Those lenders, in the aggregate, hold a 54% interest in the financing. That financing currently remains in place, in the form of a reducing revolving line of credit.

Developer anticipates that the construction of the balance of the Casino Complex will be financed in the same manner, with financing provided by a consortium of all or some of the above-listed banking institutions, led by Bank of America. It is contemplated that the construction financing will automatically convert to a reducing revolving line of credit (non-recourse or limited recourse) upon completion of the construction of the additional components of the Casino Complex.

It should be noted that often there is a minimum participation size for involvement in large scale lending transactions of the nature required for the Casino Complex which may exceed the lending limits of small institutions imposed by bank regulators or by bank policy. Since Developer is cognizant of that fact, Developer will use its best efforts to suggest to its lenders the importance of including Detroit based and minority firms in its lending groups regardless of the size of the portion of the credit facility which they are capable of assuming.

A minimum of twenty percent (20%) of the total cost of the Casino Complex will be financed with equity contributions by MRG. MRG will also provide a completion guarantee. The specific rates and terms of the financing for the balance of the Casino Complex will be determined at the time the transaction is completed.

Depending on market conditions and the availability of bank funds at the time of construction, the financing could also include a layer or public capital-market debt. Mandalay Resort Group has completed two public debt financings in the last year and raised a total of $300 million for Mandalay Resort Group and $160 million for Silver Legacy.

As of March 18, 2002, Developer uses Comerica Bank for its payroll and cash management functions but maintains its account for the permanent casino with First Independence National Bank. First Independence National Bank also currently operates a number of ATM machines in MotorCity Casino. That bank also currently holds the escrow for Developer's community development fund. Developer expects to continue those banking relationships.


Section F.    Under separate cover, and subject to agreement to protect the confidentiality of same, Developer is delivering to the City its current detailed financial statements for each gaming operation currently owned or operated by Developer.


Section G.    Following is a description of Developer's concept for their proposed Casino Complex, including:

The Casino Complex will be constructed within the Boundaries more specifically, as currently planned, in the area bounded generally by Trumbull, Grand River, US 10 and Interstate 75 (the "Motor City Area"). Most of the Motor City Area is already zoned as a PD District, a district in which Developer's proposed uses can be achieved. The legal descriptions for the PD zoned portions of the Motor City Area are set forth in the applicable Zoning Ordinances currently in effect. The area currently utilized by Developer consists of approximately 20 acres. The Casino Complex presently consists of approximately 68,000 square feet of gaming area which, as of October 31, 2001, featured 2,501 slot machines and 106 table games. The existing facility also includes five restaurants and a parking structure and surface parking for 3,450 vehicles. Developer intends to add the following:

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400 hotel rooms;

20.
expansion of gaming area to 100,000 square feet of space in which gaming facilities are actually located;

21.
1,200-seat theatre;

22.
13,000 square feet ballroom with appropriate pre-function space;

23.
35,000 square feet convention center with approximately 20,000 square feet of pre-function space;

24.
200-seat coffee shop;

25.
100-seat specialty restaurant

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added/reconfigured bar areas to create in total at least 4 bar areas;

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additional adequate parking and retail.

The number and types of gaming facilities:

The number and types of restaurants:

A description of any hotel, including number of rooms and whether such hotel will be available for use by non-casino patrons:

The number and types of lounges or bars:

The number and types of retail shops:

Number and types of ancillary entertainment or recreational facilities planned:

A description of any convention facilities:

A description of any other facilities proposed:

This narrative is preliminary as of March 18, 2002. Developer intends, to the best of its ability, to carry out the design and floor plan presented. However, all numbers are approximate and may vary based, in large part, on the final site plan. Therefore, in accordance with the procedures set forth in this Agreement, Developer reserves the right to modify any aspect of the project.


Klai::Juba Architects of Las Vegas, Nevada, the firm that provided architectural services for the Temporary Casino, has prepared the conceptual/schematic design drawings for the balance of the Casino Complex. These include site plans, floor plans, exterior and interior renderings elevations, ingress/egress routes and other design/site plans. Supplemental material will be provided in accordance with this Agreement.


Parking will be provided to patrons in MotorCity Casino's existing 3,450 space parking garage and surface parking areas. Current plans include the construction of an additional 1,420 space parking garage. It is expected that employees will park on site. Tour bus drop-off and bus parking, as well as service vehicle parking, will be determined based upon the final site plan. Valet drop-off facilities are planned for a location adjacent to the hotel tower.


In order to minimize disruption of the existing operations, it is expected that the additional components of the Casino Complex will be completed in phases. As presently contemplated, the initial 400 room hotel tower, theatre and additional parking will be constructed and the casino and restaurant areas will be enlarged in phase one. Thereafter, the ballroom and meeting areas will be completed and the existing casino area will be renovated. Both phases are expected to be completed by December 31, 2005.


Developer has complied with the existing PD zoning ordinance and other zoning requirements applicable to the existing Components of the Casino Complex. Developer agrees to continue to comply with all applicable zoning ordinances and zoning requirements, as may be amended from time to time.


Section H.    Following is a description of the amount and manner of investment or other contributions Developer will make to promote economic growth and revitalize the district in which the Casino Complex will be located; to create new jobs and contribute to the support of existing employment opportunities; to attract new businesses, tourists and visitors to City or to the district in which the Casino Complex will be located.

MotorCity Casino has successfully taken important steps in fulfillment of the commitment made in the Amended Agreement to contribute a total of $1,900,000 to fund Detroit business and City of Detroit development plans designed to provide employment opportunities and to promote economic growth and revitalize not only the district in which its Casino Complex is located but also the City as a whole. This commitment has taken three basic forms:

UDAG-type business development grants

The UDAG-type grant program will benefit Detroit by providing resources to those development projects that would benefit the City, but fail to get off the ground because of financing shortages. These financing gaps often relate to infrastructure costs or other project related costs. Guidelines and limitations would be developed by such agencies; projects should add jobs for City residents and contribute to the City tax base. These funds will not be managed by Developer but by an agency or agencies acceptable to the City.

A Detroit Business Development Fund

This fund, the Detroit Community Loan Fund (DCLF), will be administered by Detroit Renaissance Foundation pursuant to a preliminary agreement. The funds supplied by Developer will be used to guarantee loans averaging $75,000-$100,000 (but not exceeding $100,000), primarily to businesses in Detroit less than five years old, with sales of less than $1 million and fewer than 50 employees. According to Detroit Renaissance "a sizeable portion of the portfolio will likely be African-American businesses." Based on Developer's financial commitment, according to Detroit Renaissance, the fund "will play a significant role in increasing economic activity in the city, strengthening the viability of small businesses, and creating jobs in the city." No member of Developer, ACG or AEA may have any direct or indirect financial interest in any business for which such loan is guaranteed. The highest priority will be given to businesses located in or near low and moderate income neighborhoods or in close proximity to the Casino Complex.

Joint Employment Procurement Advisory Board ("JEPAB")

This is a joint commitment of all three casino developers that has already been implemented by the creation of a board consisting of 10 members, two appointed by City Council, two appointed by the Mayor, and two appointed by each of the three casino developers. That Board has been created for the purpose of assisting the three casino developers in their efforts to meet their hiring and procurement commitments under their respective development agreements.

Developer has already released a total of $200,000 to JEPAB to fund its activities. Additionally, Developer has placed $1.7 million into an escrow account at First Independence National Bank of Detroit to meet its commitments with respect to funding the above-described UDAG-type grants and Detroit Community Loan Fund. Detroit Renaissance Foundation is in the process of obtaining the approval needed from the Michigan Gaming Control Board for it to receive and administer those funds. As soon as that approval issues, Developer will deliver a total of $850,000 of the escrowed funds to Detroit Renaissance Foundation. Similarly, as soon as the City notifies Developer that the organization authorized to receive the UDAG type-grants has received the approval needed from the Michigan Gaming Control Board to receive those funds, Developer will deliver a total of $850,000 of the escrowed funds to that organization.



Developer has also made the following commitment:


Section I.    Following is a description of Developer's plans for assisting current businesses that may experience employee shortages due to their employees accepting employment relating to the Casino Complex.

It should be noted that, as of March 31, 2002, Developer is not aware of any local businesses that have experienced employee shortages due to hiring by Developer. Developer has not received any requests to refer applicants for casino employment to other businesses or organizations. Nonetheless, to assist any existing business that may experience a shortage of employees due to the increase in demand for qualified applicants associated with completion and opening for business of the balance of the Casino Complex, Developer will maintain a referral service for those applicants who are not selected for jobs in the Casino Complex and have agreed to participate in such service. Developer also anticipates working with local job placement agencies to share information on applicants who may be more properly suited for jobs outside the Casino Complex and have agreed to participate in such sharing arrangement.


Section J.    Following is a description of the manner in which the Casino Complex will enhance the City as a desirable location for tourists, conventions, families and urban life and the manner in which the Casino Complex will encourage pedestrian linkages with other business, economic and entertainment activities in the area in which the Casino Complex is to be located.

Developer has already spent hundreds of millions of dollars to create a Casino Complex that will appeal to all market segments. Indeed, Developer has turned approximately 17 acres of blighted neighborhood into a vibrant casino and entertainment complex visited by over 5 million individuals each year. Developer restored the Wonder Bread Bakery, an 85-year old Detroit landmark, and developed it into a world-class casino with more than 68,000 square feet of gaming space, award winning restaurants, a number of bars, and entertainment venues that have been regularly showcasing Detroit talent. To facilitate safety and a renewed sense of neighborhood pride, Developer has recently added substantial outside lighting to the Wonder Bread building and signage to the Continental building (which currently houses MotorCity Casino's restaurants). Developer has also installed colorful banners along the perimeter of the property. In addition, Developer has completed the paving and landscaping of the nearby lots it purchased. Developer has entered into an agreement permitting it to clean up on a regular basis the portion of the John C. Lodge Expressway that is near the Casino Complex.

Currently, MotorCity Casino serves nearly five thousand people in its restaurants and parks over 3,000 cars each day. Developer has worked hard to build a synergy with other Detroit attractions, using its shuttle busses to transport casino visitors to and from other major events in the City, such as the conventions and hockey and baseball games.

Developer has built a strong relationship with the Metro Detroit Convention and Visitor's Bureau. Significant efforts have been launched to reach markets at the Detroit International Auto Show, conventions such as the Society of Automotive Engineers, and a variety of annual meetings, tours and conventions. The association has proved successful in opening avenues to attract out-state and regional customers to the area. MotorCity Casino has also been participating in the Metro Detroit Convention and Visitor's Bureau's quarterly meetings to strategize on marketing and sales efforts for the growth and success of the City.

Patrons currently come by car and tour bus to MotorCity Casino, not only from the metropolitan Detroit area but also from communities all over the Midwest. Developer has worked to create appealing entertainment packages in a wide variety of formats, to raise the awareness of Detroit as an attractive destination in the region. It has developed and currently utilizes an impressive list of over 50 bus line runs; Monday through Saturday, from a variety of local and suburban locations, including line-run departures from sites as far away as Ann Arbor, Clinton Township and Pontiac. Even more distant locations such as Flint, Saginaw, Pittsburgh, and Cleveland are also currently doing extremely well. Developer will spend many more millions of dollars to construct the balance of the Casino Complex, creating hotel rooms, added restaurant and retail space, convention space, and other amenities that should encourage even greater attendance by tourists, conventioneers, the business traveler, and drive-in travelers.

As is evident to anyone visiting MotorCity Casino, Developer's plans for the Casino Complex are designed to recapture the vibrancy of Detroit's downtown area and to reflect the pride that Detroiters naturally feel regarding Detroit's place in developing the automobile industry. Developer believes that the grandeur and scale of MotorCity Casino's current architecture, with its historical allusions, has created a platform for a celebration of Detroit's history and culture. Developer's goal has been and will continue to be the creation of a unique "Detroit Experience" designed to draw visitors from outside the region as well as to be a catalyst to renewed community pride within the City and the region surrounding it.

As we look at it, Detroit has had as much positive impact on the American way of life and popular culture as any place in this nation during the 20th century. The community features an incredible array of people, all of whom came to Detroit to live in freedom, work hard, build families, and enjoy life. While ethnically and racially diverse, we think Detroiters are all enormously proud of their city and its



contributions to the world. We feel that the gestalt of the community is warm, open, accessible, unpretentious, high energy, optimistic, and fun. Developer's goal is to make this project feel the same way-both from a physical and an operational standpoint. Developer believes that this approach will not only insure our own success but also will help stimulate and improve the use of existing and future attractions in the City.

Developer has imbued and desires to continue to imbue its staff with the Detroit spirit discussed above. Developer has hired and intends to continue to hire people who are warm, open, high energy, and fun. Developer believes that it is important to remember that when all is said and done, we are in the entertainment and hospitality industry. Developer's goal is to create a place that will, flat out, be FUN! If we achieve that goal, we will be reflecting the City's culture and positively contributing to its success.

Developer has also demonstrated a commitment to giving back to the community. It has already donated hundreds of thousands of dollars to a large number of non-profit and charitable organizations working in the Detroit area and intends to continue its charitable donation program. Besides financial donations to a wide variety of community and charitable organizations, Developer has worked hard and intends to continue to work hard to forge alliances in the community, including the creation of the neighborhood business association, designed to foster business growth and neighborhood re-development in a broad area surrounding the Casino Complex. Another example of Developer's commitment is the MotorCity Neighborhood Partnership created in association with United Way Community Services. Developer has held several neighborhood clean-up programs, enlisting the involvement of other local businesses and community organizations, as well as Developer's employees. Similarly, Developer, with the help of its employees, has held several very successful food and blood donation programs. Developer's campaign to aid United Way Community Services resulted in pledges of more than $100,000 by Developer and its employees.


Section K.    Following is a description of the amount of investment or other contributions 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 to be 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.

Please refer to Section H above.


Section L.    Following is a description of Developer's plan to market the Casino Complex and Developer's intent to cooperate and consult with City, the Metropolitan Detroit Convention and Visitor's Bureau or other regional tourism and marketing organizations to implement a comprehensive and uniform system or marketing City as an entertainment destination.

Developer intends to continue to market its Casino Complex by way of print, outdoor advertising, radio, television, direct mail, and the Internet. Developer has promoted tour and travel business with subsidized group programs as well as line run shuttles from many suburban and outer market areas and may do so in the future. Developer has established the MotorCity Casino brand as being aggressive in terms of promotions, special events and reinvestment in customers. The exceptional quality of Developer's award winning food product will remain a priority.

By design, Developer has been more aggressive at marketing than its competitors, with more events, more promotions and more entertainment at all levels. The casino has regularly offered a wide variety of promotions, prizes, parties and events. Nearly every month the casino has held a special promotion providing patrons with the opportunity to win a new or vintage car or significant amounts of money.

Nearly every day, patrons have been able to relax in one of the casino's performance venues and watch top-notch live entertainment. Such well known groups as Detroit's Rare Earth, Mitch Ryder & The Detroit Wheels, and The Coasters have often performed at the casino's Chromatic Lounge. We hope to have even more such entertainment will be available once the balance of the Casino Complex is completed.

Opportunities for great dining currently abound at MotorCity Casino and are expected to be expanded with the construction of the balance of the Casino Complex. The existing Casino Complex boasts four great restaurants that have been voted among the best eateries in the area:

28.
Classics Buffet presents flavorful menu choices far better than the ordinary buffet fare.

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Iridescence provides dining elegance at its best, having recently been awarded the prestigious AAA Four Diamond Award, one of only a few restaurants in the metropolitan Detroit area to win that award.

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Deli Unique offers salads and New York-styled deli sandwiches.

o
High Octane Cafe offers Starbucks coffee, Krispy Kreme donuts, and a variety of sandwiches and desserts.

The media attention to those entertainment venues and restaurants has brought and hopefully will continue to bring new visitors to the Casino Complex.

Developer's cooperative efforts with local organizations have also been extremely important to its marketing plan, and no relationship has been more important than its work with the Metro Detroit Convention and Visitor's Bureau ("MDCVB"). As mentioned earlier, significant efforts have been launched to reach markets at the Detroit International Auto Show, conventions such as the Society of Automotive Engineers, and a variety of annual meetings, tours and conventions. The association has proved successful in attracting out-state and regional customers to the area.

MotorCity Casino has also participated in the Metro Detroit Convention and Visitor's Bureau's quarterly meetings to strategize on marketing and sales efforts for the growth and success of the City of Detroit. These meetings have proven beneficial for the development of marketing strategies in the City, State and across the nation. Developer has also participated in the funding of a study by the Metropolitan Detroit Convention and Visitors Bureau of visitation of Detroit casinos by individuals living outside of the metropolitan area.

Developer has also hosted familiarization tours for tour and travel writers from outside of the metropolitan area. For the trade shows that the Metropolitan Detroit Convention and Visitors Bureau attended, Developer provided brochures as well as prizes for attendees (e.g. complimentary dinners at the casino). Developer's website currently has a direct link to the Metropolitan Detroit Convention and Visitors Bureau's website, and Developer also currently advertises on that website. Developer has also


provided the Metropolitan Detroit Convention and Visitors Bureau with technical assistance with the development of its information kiosk program.

MotorCity Casino intends to continue to market its facilities as a world-class entertainment destination. Previous successful marketing strategies have included:

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Establishing a sales program that supplemented the MDCVB's activities, including support materials and staff travel schedules.

o
Creating and distributing collateral material for shared use with Detroit's travel and tourism related businesses and organizations.

1.
Developing and executing a comprehensive publicity program that included a wide distribution of press kits and stories written and pitched to targeted media outlets. We provided familiarization trips for invited media and prepared for grand opening media events and attractions that were seen across the country.

o
Developing and executing programs designed to bring visitors directly into the downtown area.

I.
Initiating a teaser-type advertising campaign in key feeder drive and fly markets to compete with Casino Windsor and establish Detroit as a better destination choice. Such messages were also delivered in the Detroit area, as well as markets within a two-to-four hour drive.

Section M.    Following is a description of the key management and other staff for each functional area of operation broken down by the number of full-time and part-time positions, and for each job classification, its respective total estimated salaries and benefits.

Developer anticipates that over 3,200 employees, in all categories, will be required to operate the Casino Complex once it is complete. This number is an estimate based upon current practices and past casino/hotel experience, but will fluctuate as market conditions, economic conditions and competitive conditions fluctuate. A preliminary listing (subject to change) of individual employment categories is as follows:

Accounting Supervisor

Assistant Controller

Director of Marketing

Director of Cage Operations

Director of Casino Operations

Direct Marketing Manager

Controller


Director of Compliance and Analysis

Director of Engineering

Director of Food and Beverage

Front Desk Manager

General Manager

Health Club/Spa Manager

Director of Hotel Operations


Director of Human Resources

Director of Internal Audit

Maintenance Manager

Director of MIS

Payroll Manager

Director of Player Development

Director of Public Relations

Director of Purchasing


Reservations/PBX Manager

Director of Retail Operations

Director of Security

Director of Slots

Director of Surveillance

Tour and Travel Manager

Training and Organizational Development Manager

Director of Transportation


Section N.    Following is a description of Developer's program for staff training and development and staff relations.

The goal of Developer's staff training and development program has been consistent throughout the company: to assist each associate to realize his or her full potential—personally and professionally.

Developer made a commitment from the start to make the human resource element of the Casino Complex the best that it could be, dedicating prior to opening a total of 660,000 hours of training at a cost of $6.3 million for recruiting and training. Developer started by distributing information on employment opportunities as early as the Spring of 1999. Through ads in local newspapers, potential applicants were directed to MotorCity Casino's Career Center, open daily, and to career fairs/expos held several times a month at various locations in the City.

Fairs and Expos were held at the Detroit Masonic Temple, the Detroit Career Center, Butzel Center, the Chaldean Council, the North American Indian Association, Cobo Hall, the Joseph Walker Williams Center, and other local sites.

Bringing the gaming industry to Detroit was a new endeavor for the City. To introduce new skills to the local workforce, experienced trainers provided training at no cost to the associates. A wide range of training was provided for every employment level, with training ranging from how to serve drinks to how to pay jackpots. Associates received training in Diversity, Life Skills, and Leadership Development.

By the time it opened, Developer had ultimately recruited, trained, uniformed and licensed a workforce a majority of whom were from the City of Detroit. Developer met and surpassed its goals of ethnic and gender diversity.

In October 2000, Developer entered into a collective bargaining agreement ("MotorCity-DCC Contract") with the Detroit Casino Council ("DCC") in which Developer and the DCC recognized "that job training is an important tool for promoting the development, success, and advancement of" employees and agreed to establish a joint labor-management training committee to develop training programs and seek grant funding opportunities for training. Developer made specific commitments in the MotorCity-DCC Contract with respect to long term work-training programs to enable employees to advance in a number of departments, including slots, table games, engineering, pit tech, and audio-visual tech. The MotorCity-DCC Contract also contains Developer's commitment to the creation of certain apprenticeship programs.

At the current time, Developer continues to operate the free dealer training program that it started long before its opening. That program prepares individuals with no prior experience to work as dealers. Developer also committed in the MotorCity-DCC Contract to paying dealers added wages for dealing multiple game types; the dealer training program provides free training for employees seeking such upward mobility. Similarly, Developer currently provides qualified employees in certain departments with the opportunity to work part of the time in their regular capacity and part of the time in a supervisory capacity in order to acquire the skills needed to be promoted to a management position.

Developer also currently employs a full-time Training Manager and several full time trainers. All employees, regardless of position, have become required to participate in extensive training programs, as described below. During calendar year 2000, Developer joined with the Michigan Department of Civil Rights to initiate a diversity training program for Developer's employees, which program is currently continuing. Developer also currently offers generous tuition reimbursement program, which permits employees desiring to further their skills and advance their career opportunities in the casino industry to receive reimbursement for tuition, books and fees in the aggregate amount of $1,000 every 6 months for certain course work. As a part of its current program, employees are also encouraged to attend and receive reimbursement for the costs and travel expenses associated with certain pre-approved professional development seminars and conferences. To encourage employees to receive their GEDs, Developer also currently provides a $300 bonus payment to employees who enroll in and successfully complete a GED program.



Developer recognizes that individual motivation and recognition are needed in a diverse workforce. Consequently, Developer has created programs to meet these needs. Thank you cards (available to all associates) along with $25 gift certificates, have been used to recognize great guest service instantly while $500, $5,000 and $20,000 awards have been provided through a monthly peer selection program entitled "Simply the Best!" Another program currently in place allows randomly selected associates to lunch with the General Manager. Also, individuals have been able to receive $250 for recommending a friend to work at MotorCity Casino. Making customer service the key point for guest retention, Developer's unique recognition programs have been designed to inspire associates and reward individuals who exemplify a dedication and commitment to public service.

Developer has brought training and staff development programs to the City that have a long history of stability and success—both for the company and for the workers. An indicator of the success of Developer's training and associate preparation programs is in the data on the internal promotion rate. Close to twenty-seven percent (27%) of current associates have received a promotion and/or a significant increase in responsibilities in the short time the property has been open. This indicates an incredible success rate for the training and on-going educational processes. It also shows that Developer has been extremely successful in its training of local residents with no previous gaming industry experience.

Training has been offered as an ongoing opportunity for all associates. The following departmental training programs have been offered in the past, and similar programs are likely to be provided in the future:

Table Games
MCC Dealer school

This is a 12-week course where each student is trained in one or more games. The school offers blackjack, carnival games, roulette and craps to meet the demand of the guest. The pre-opening training included sending over 500 dealers to Las Vegas to train for one workweek.

MCC Floor Supervisor training
Approximately 40 hours of training on table game policy and procedure training as well as 8 hours of training for game trickery. Floor supervisors also receive 40 hours training on Pit Track Systems.

MCC Security Training
All security officers received a minimum of 56 hours of classroom training. The following is an example of some of the courses: First aid, CPR & AED, Public Relations/Demeanor, Task procedures, Conflict Resolution, Criminal Law, Emergency procedures. Selected officers also have received 24 hours of firearm training as well as departmental training for P.P.A. 411.

Slot Training
Slot Associates have received 40 hours of classroom training on general machine policy and procedures, as well as floor procedures such as jackpot payouts and machine trouble shooting. Slot technicians also received both classroom and on the job training of slot machines in the areas of assembly, replacement and troubleshooting.

Cage Operations
Front Window/Booth Training

Introduction to currency, tokens and chips (14 hours)
Check cashing (2 hr)
Paperwork (4 hr.)
Jet Sort Training (3 hr.)
Title 31 Training (2 hr.)
On-Job Training (10 hr.)
Departmental Training (40hr.)

Cage Supervisor Training
Supervisors received a total of 600 hours of classroom and on-job training including training in Las



Vegas. Topics include (but are not limited to): Computer training, Counterfeit Currency, Telecheck, Global Cash, Jet Sort, Departmental meetings, Policy and Procedure and Mock Casino.

Food and Beverage Training
All Food and Beverage associates receive a minimum of 40 hours of classroom and on-job training in the following areas:
T.I.P.S. (Training for Intervention Procedures) alcohol serving (which is currently offered to all supervisors and managers in departments in which the personnel have customer contact)
Food Handling Permit Program
H.A.A.C.P. (Hazard Analysis Critical Control Point)
Hazardous Communication Training Program
General Safety Training
Guest/Associate Relations Training
Responsible Gaming
Infogenesis Training (selected)
CPR Training (selected)
Culinary Training

The following ongoing non-departmental training has also been offered in the past, and similar training is likely to continue:

The "Key"
All associates attend this 8-hour general orientation. The class welcomes trainees as new MotorCity Casino Associates and communicates the company's business philosophy and value system. Topics such as: customer service, brand essence, culture, and responsible gaming and all regulatory compliance. OSHA regulations such as MSDS, Bloodborne Pathogens and Safety are also covered.

The "Accelerator"
This course is a four-hour follow up course to the
"KEY." It is held after 45-60 days of the new Associates' start date. Guest Service, MotorCity Casino mission, vision and goals are discussed during this time. This is also the opportunity for new Associates to sign up for benefits.

MCC Leadership Development course
Salaried staff attends a multi-day session on MotorCity Casino's leadership style. Topics include: communication, guest services, problem resolution, organizational standards, cultural diversity/sexual harassment and interviewing.

Responsible Gaming
This program has been incorporated into the "Key" class. It communicates MotorCity's Mission and policy reflecting responsible gaming. This program was customized with the American Gaming Association.

Title 31 Training
This 4-hour course is provided for all cash handling departmental supervisors and managers by MotorCity Cacino Training and Occupational Development Department. Topics covered include (but are not limited to): Multiple Transaction Logs (MTL's), Currency Transaction Reports (CTRs) and Suspicious Activity Reports (SARs)

Seven Habits of Highly Effective People
This training is three days or 24 hours and is a licensed product of Franklin Covey leadership and offered to MotorCity Casino Leadership. Topics such as being proactive, mission statement writing, time management, listening skills and synergy are discussed.

Diversity
This course was developed jointly with the Michigan Department of Civil Rights and is conducted by that Department. It is being provided to all associates. The four hour program covers aspects of Diversity such as Self-Awareness, Stereotyping and Community awareness.

Dale Carnegie
This course is offered to all Directors and some Managers. Course length is 12 4-hour sessions.


Section O.    Following is a description of Developer's Voluntary Equal Opportunity Employment Plan to recruit, train and upgrade Detroit residents, Minorities and women for all employment classifications, including, but not limited to:

In accordance with City and State licensing regulations, as well as in accordance with the Developer's policies, Developer has used and will continue to use its reasonable best efforts to hire 51% of its employees from among residents of the City, using the Detroit SMSA as a secondary resource. Developer recognizes the unique challenge this endeavor presents, as the vast majority of the target applicant pool has had no familiarity with the gaming industry and is inexperienced in specialized gaming fields. To meet this challenge, Developer has already taken and intends to continue to take, as appropriate, the steps described in Section N above to identify, recruit, and train target applicants. The success of those efforts is reflected in the fact that, as revealed by the last audit by the City, Developer has consistently met its above-stated commitments with respect to hiring City residents. The internal promotion rate of 27% also validates Developer's approach to recruitment and training. Please see Section N above for a full description of the extensive and systematic training programs Developer has offered, many of which have been specifically designed to provide Detroit residents, Minorities, and women, among others, with the life skills and employment skills necessary for responsible jobs within the Casino Complex.

Developer also subscribes to and has consistently implemented the MRG equal employment opportunity policy, which is as follows:

MANDALAY RESORT GROUP
EQUAL EMPLOYMENT OPPORTUNITY

Policy:

I
It is the policy of the Company to provide equal opportunity in employment to all individuals regardless of race, color, age, religion, sex, national origin or disability. The Company is committed to this policy and therefore will take affirmative action to:

1.1
Base decisions on employment so as to further the principle of Equal Employment Opportunity. Ensure that promotion decisions are in accordance with such principles by imposing only valid requirements for promotional opportunities.

1.2
Ensure that all other Human Resources actions such as compensation, benefits, layoffs, training and education, social and recreational programs will be administered without regard to race, color, age, religion, sex, national origin or disability.

1.3
Ensure that contracts for the purchase of supplies, equipment and services for our operations are administered according to the principles established by law.

Comment:

o
The Corporate Director of Human Resources is designated as the Affirmative Action Officer of this Company. He/she has been appointed to direct the establishment and continuing implementation of Equal Employment Opportunity and Affirmative Action Programs.

o
The Company shall include the Equal Employment Opportunity statement in all recruitment notices. When appropriate, the Company may utilize the following procedures:

o
The Company may list job openings with appropriate employment service or development departments, and state and city occupational skill centers who emphasize recruitment of minorities, females, and the disabled;

o
The Company may participate in programs developed by civic organizations, minority groups, women's organizations, community agencies, community and church leaders, and community schools and colleges which target recruitment of minorities, women and the disabled.

o
When positions are placed with outside recruiting sources, the Company may request these sources to actively refer qualified women and minority candidates.

o
Mandalay Resort Group management endeavors to be fair and impartial in all of its relations with employees and applicants without regard to age, race, color, religion, sex, national origin or disability.

o
Company policy requires that all Human Resources actions involving recruiting, compensation, benefits, transfers, termination, reinstatements, company sponsored training, education, tuition assistance, social and recreational programs, grievance processing, and disciplinary measures be administered in a non-discriminatory fashion.

o
The Corporate Director of Human Resources is responsible for monitoring the implementation of the Company's Equal Employment Opportunity and Affirmative Action Programs. Those responsibilities include, although are not necessarily limited to:

o
Development of Equal Employment Opportunity Programs and affirmative action programs.

o
Involvement with community minority and women's organizations on local, state and national levels.

o
Periodic discussion with management, supervisors, unions and employees to insure program implementation.

o
Periodic updating of promotion and transfer lists.

o
Periodic audit of Human Resources practices with respect to training programs, hiring, promotion, poster display, facilities, benefits, etc., to ensure all employees are treated on an equal basis. Designing, implementing, and monitoring internal audit and reporting systems to measure where progress has been made and where further action is needed.

o
Posting of all federal, state and local notices advising employees of employment-related rights (e.g., equal employment opportunity, Family Medical Leave Act, minimum wage).

o
The Company may conduct active recruitment programs in an attempt to encourage minorities and women to apply for available positions, as well as to encourage existing minority and female employees to participate in company educational training, recreational and social activities.

o
The Company will ensure that the Human Resources staffs involved in recruitment, screening, selection, promotion, transfer, termination, and related personnel actions are properly trained to preclude bias in these actions.

Section P.    Following is a description of Developer's commitment 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 be not 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 (Act 166, P.A. 1965), MCLA 408.551 et. seq., MSA 17.256, et. seq.

As set forth in the Agreement, Developer is committed to (a) hire construction contractors who agree to include in their construction contracts an express term that the rates and wages and fringe benefits to be paid to each class of construction mechanics and all of their respective subcontractors shall not be less than the wage and the fringe benefit rates prevailing in the City as established by the most recent survey by the Michigan Department of Labor for prevailing wages determined under Act 166, P.A. 1965 (Act 166 P.A. 1965, MCLA 408.551 et. seq., MSA 17.256(a) et seq.) and, (b) to the extent applicable, comply with the provisions of the Davis-Bacon Act (40 U.S.C. § 276a et. seq. (1997)).


Section Q.    Following is a description of Developer's commitment to hire contractors who will commit to the goal of maximizing to the greatest extent possible the number of Detroit resident apprentices who advance to journeymen status by agreeing themselves, and requiring their contractors to agree to, and to the greatest extent possible utilizing unions that do or will, operate apprentice programs on the Casino Complex construction sites that are open to all residents of City.

As set forth in the Agreement, Developer is committed to hiring contractors who, in addition to meeting the Michigan Gaming Control Board regulatory requirements and the timetables negotiated with the City in this Agreement, will commit to the goal of maximizing to the greatest extent possible the number of Detroit-resident apprentices who advance to journeyman status by agreeing themselves, requiring their contractors to agree to, and to the greatest extent possible, utilizing unions that do or will, operate apprentice programs on the Casino Complex construction sites that are open to all Detroit residents.


Section R.    Following is a description of Developer's commitment 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.

As set forth in the Agreement, Developer is committed to hiring contractors who, in addition to meeting the Michigan Gaming Control Board regulatory requirements and the timetables set forth in this Agreement, also agree to implement an equal opportunity employment plan (that is, a voluntary plan for the employment, recruitment, training and upgrading of women and minorities) conforming to all applicable laws and consistent with the City's Executive Order 22.


Section S.    Following is a description of Developer's commitment to purchase goods and services from Detroit-Based Businesses, Detroit Resident Businesses or Small Business Concerns, which to the greatest extent possible should be no less than fifty one percent (51%) of the total dollar value of all purchases of goods and services.

Developer has used and will continue to use its reasonable best efforts to purchase at least 30% of goods, services, and supplies purchased for the Casino Complex from vendors who meet the definition of "Detroit Based Business," "Detroit Resident Business," "Small Business Concern", "Minority Owned Business," and "Women Owned Business" at the time the contract is awarded. Further, Developer has worked and will continue to work to achieve higher participation if possible. To accomplish this goal, as a part of its purchasing policy, Developer's practice has been to specifically solicit bids from vendors in those classifications. Similarly, Developer's practice has been to regularly encourage its existing and potential vendors to enter into mentoring or joint venture arrangements with vendors who do fit into those categories but are unable, alone, to meet Developer's procurement requirements.

Developer's purchasing process must comply with the requirements imposed pursuant to the Michigan Gaming Control and Revenue Act. The Michigan Gaming Control and Revenue Act prohibits Developer from purchasing or leasing gaming equipment or supplies from other than a supplier licensed by the Michigan Gaming Control Board. Indeed, all vendors supplying goods and services to Developer are subject to the requirements imposed by the Board, which requirements are often quite stringent.

Developer's existing internal controls, which are subject to approval by the Michigan Gaming Control Board, have been drafted to provide that vendors will be determined and selected on the basis of quality, pricing, service, location and/or past vendor history; they have also been drafted to permit Developer, in selecting vendors, to take into account the vendor's agreement to comply not only with Michigan Gaming Control Board requirements but also with the commitments Developer has made in this Agreement. Under those internal controls, a vendor must demonstrate an ability to and commitment to comply with the foregoing requirements in order to do business with Developer.

To comply with the requirements imposed pursuant to the Michigan Gaming Control and Revenue Act, Developer's current practice is generally to utilize a competitive bidding process in order to ensure that goods and services acquired meet quality standards and are obtained on the basis of fair market value. Generally, at the current time, a single transaction or a series of related transactions involving $2,000 or less requires a single bid, a single transaction or a series of related transactions involving more than $2,000 but less than $10,000 requires two bids, and a single transaction or a series of related transactions involving $10,000 or more requires three bids. Bids are generally valid for one year, and blanket purchase orders are often used as a means of committing the vendor to the bid price for that one year period.

Under Developer's current program, the following practices are observed: no bids are required in certain circumstances (e.g. emergency purchases, supplier is sole source of the goods or services, goods are an enhancement to existing system, etc.). The requesting department generally completes a purchase requisition, and the Purchasing Department then verifies that the bidding requirements, if applicable, have been followed. Management approval levels for goods and services, including capital expenditures, have been established based upon the dollar amount of the purchase, and the requisite approvals must be obtained prior to going forward with the purchase. The purchasing documents, including bids, are generally retained in the Purchasing Department's files in accordance with the requirements imposed by the Michigan Gaming Control and Revenue Act.

From those documents it retains, Developer generally would be able to determine, on a periodic basis, the following: the total value of all bids for goods and services; the total value of all such bids supplied by vendors who meet the definition of "Detroit-Based Business," "Detroit Resident Business," "Small Business Concern," "Minority Owned Business," and "Women Owned Business; "the total value of all purchases of goods and services; and the total value of all purchases of goods and services from vendors who meet the definition of "Detroit Based Business," "Detroit Resident Business," "Small Business Concern," "Minority Owned Business," and "Women Owned Business. "


Section T.    Following is a description of proposed major transportation and circulation routes, including:

In addition to the development plans and marketing plans referred to previously, Developer will endeavor to utilize regional airports including, if feasible, the Detroit City Airport for marketing and promotional activities and, if appropriate, charter flights into and out of the Detroit metro area.

In accordance with the procedures set forth in this Agreement, Developer has already developed and will modify as appropriate in connection with construction of the balance of the Casino Complex the access to the site and a plan for traffic control measures. The existing plans are and any modifications thereto will be in accordance with the rules and regulations of the agencies and departments of the City of Detroit.


Section U.    Following is a description of Developer's proposed measures for transportation demand management and transportation supply management, including ride-sharing, mass transit and other transportation conservation measures, which should be based on City's requirements and City's traffic analysis studies conducted in conjunction with casino development within the City.

Developer, working with City traffic engineers, as well as private traffic engineers, will develop a transportation management plan appropriate to the needs of the site and the number of visitors. This plan will be modified in connection with the construction of the additional components of the Casino Complex and also when appropriate to reflect actual demand, market and economic conditions.


Section V.    Following is a description of Developer's plan for any anticipated improvements to the existing regional water facilities necessary to serve the Casino Complex, the estimated period of construction and the approximate cost of and funding source for such construction.

The water requirements applicable to the existing components of the Casino Complex have been satisfied. Future water requirements are dependent, to some extent, on Developer's final design of the balance of the Casino Complex. Therefore, the definitive water requirements are not available at this time.


Section W.    Following is a description of Developer's plan for any anticipated improvements to the existing regional sewer facilities necessary to serve the Casino Complex, the estimated period of construction and the approximate cost of and funding source for such construction.

The sewer requirements applicable to the existing components of the Casino Complex have been satisfied. Future sewer requirements are dependent, to some extent, on Developer's final design of the balance of the Casino Complex. Therefore, the definitive sewer requirements are not available at this time.


Section X.    Following is a description of whether, and to what extent, developer is willing to consider contracting for power service with City of Detroit Public Lighting Department ("PLD"), provided that PLD furnishes such service at rates and quality comparable to those otherwise charged by competing electric utilities.

Developer has already obtained some power services from PLD and is willing to consider contracting for added power services from PLD, provided that PLD is able to and does furnish such services at rates and quality comparable to those available from competing utilities, and provided that PLD otherwise meets the regulatory and purchasing requirements imposed by the Michigan Gaming Control Board, City of Detroit, this Agreement and other applicable authorities. Please note that given the regulatory changes at both state and federal level, Developer will periodically analyze the best method of obtaining electrical power service for the Casino Complex.


Section Y.    Following is a description of Developer's plan for proposed improvement to City's existing fire protection services that would serve the Casino Complex, including the number of fire stations to be constructed or modified and their location, the estimated period on construction and the approximate cost of and funding source for such construction.

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%) 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 $4,000,000 or 1.25% of adjusted gross receipts is paid by the casino licensees. As of March 1, 2002, Developer had already paid to the City a total of $12,425,000 in municipal services fees and a total of $75,086,000 in wagering taxes to be used for the above purposes.


Section Z.    Following is a description of Developer's plan for proposed improvements to City's existing police protection services that would serve the Casino Complex, including the number of police precincts to be constructed or modified and their location, the estimated period on construction and the approximate cost of and funding source for such construction.

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%) 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 $4,000,000 or 1.25% of adjusted gross receipts is paid by the casino licensees. As of March 1, 2002, Developer had already paid to the City a total of $12,425,000 in municipal services fees and a total of $75,086,000 in wagering taxes to be used for the above purposes.


Section AA.    Following is a description of Developer's plan for providing for or enhancing existing child care services to ensure that such services are reasonably affordable and appropriate for its prospective employees, including any estimated period of construction of such facilities, and the approximate cost of such construction.

Recognizing the importance of providing high quality daycare to children while their parents work, Developer currently provides a generous dependent care subsidy to assist working parents with the expenses associated with childcare. The current dependent care subsidy is up to $35.00 per week per associate. Associates are currently eligible for this benefit after 6 months of continuous full-time employment. The subsidy is currently provided subject to the following:

o
The child(ren) must be under the age of thirteen (13) and must be a legal dependent.

1.
The childcare may be provided in the associate's home by a babysitter, in the home of the babysitter, or outside of the associate's home, such as at a daycare center.

16.
The dependent care subsidy is available if the childcare is necessary to enable a single parent to remain employed or to enable both an associate and his/her spouse to remain employed.

1.
The dependent care subsidy is not paid during vacation periods, days off, or while the associate is on an approved leave of absence.

2.
The babysitter may be a family member.

Developer anticipates continuing a program of this nature.


Section BB.    Following is a description of Developer's plan for enhancing existing services for treatment of compulsive behavior disorders to ensure that they are reasonably affordable and appropriate for its prospective employees and their affected families and for patrons with compulsive gaming behaviors and their affected families. The plan should include the types of public education and problem gambling prevention strategies and prevention and education strategies for employees that would be implemented as part of the operation of the Casino Complex, the estimated period of implementation of the plan and the approximate cost of the plan.

Developer has consistently complied with and will continue to comply with Michigan laws and rules regarding the annual payment to the State of Michigan of Developer's one-third share of $2,000,000 to be used for compulsive gaming programs. Developer has encouraged and will continue to encourage the State to create and fund proven effective programs to combat compulsive gambling, such as the Gambler's Hotline, outreach efforts in neighborhoods through churches and schools, and supplying schools with the materials they need to create and implement a preventive compulsive gambling program. Indeed, Developer has already worked with the Detroit school system in that regard.

Within the Casino and on Developer's printed promotional materials, Developer currently displays the hotline number for gambling addiction help, along with specific language requested by the State. Currently, brochures regarding compulsive gambling are available in the Casino, and information regarding the hotline is scrolled at all times on a board fixed by the main entry to the casino. Developer has included compulsive gambling training in its training programs, and Developer has implemented a "self-exclusion" program whereby individuals who recognize they need a break from gaming arrange to exclude themselves for a specified period of time from the casino and to be removed from the casino's mailing and marketing lists. Developer also has been distributing to individuals who self-exclude a copy of the Michigan Gaming Control Board's pamphlet outlining the State program allowing individuals to elect to permanently exclude themselves from all of the Detroit casinos.

See below MotorCity Casino's durrent Advertising Guidelines for Problem Gaming Information.

MotorCity Casino
Marketing Department
Advertising Guidelines for Problem Gaming Information

Outdoor (Billboards)
All outdoor boards will include the words "Gambling Problem? Call 1-800-270-7117. The fonts for title case letters and all numbers will be at least 7" in height. The location of the problem gaming information will be determined by the creative design of each individual outdoor board.

Print (Newspaper and Magazines)
General Advertising:    All print materials will include the problem gaming logo and tag line inside of a box that is at least 3" in width and 1/2" in height. The box will be located at the bottom portion of the advertisement.

Recruitment Advertising:    Will not include the problem gaming information.

Casino Property Brochures
All casino related brochures will include the problem gaming logo and tag line inside a box on the bottom rear panel of each piece. The box will be at least 21/2" in width and 1/4" in height.

A brochure dedicated to compulsive gaming will also be printed that will include the previously mentioned information along with a list of warning signs of problem gaming.

Casino Web Site
Will include a complete page containing all pertinent problem gaming information.

Property Duratrans (Backlit Signs)
Will not include the problem gaming information.



Property Entrances, Casino Cages, Change Booths, Players Club Booths and ATM locations
Problem gaming signage will be posted in all gaming areas where cash transactions may take place. The posting of problem gaming signage will not include food and retail outlets.

In addition, problem gaming signage will be posted at each public entrance. At the property's main entrance an electronic message display will continuously provide problem gaming information.

Electronic Media (Radio & Television Advertising)
Will not include the problem gaming information.


Section CC.    Following is a description of Developer's plan to ensure that people under the age of 21 years will be identified and prohibited from gambling or loitering in the casino.

While Developer has constructed a Casino Complex that can be enjoyed by all, it has made a practice of having a zero tolerance for underage gaming. Under the Michigan Gaming Control and Revenue Act, persons under the age of 21 are prohibited not only from gaming but also from entering casino gaming areas. In compliance with that statutory mandate, Developer, in the months following its opening of the Casino, implemented a variety of policies and procedures, including the following:

1.
Signage was posted at major casino entry points warning that individuals under 21 may not enter the casino and that individuals under 30 must show valid identification prior to entry. All entry points to the casino were closed other than the opening to the bridge leading from the second floor of the valet building to the casino floor and, for individuals arriving on tour busses, the northerly doors leading from Brooklyn Street to the first floor of the casino.

2.
Security officers were posted on the first floor of the valet building to check identification before individuals were permitted to go upstairs to the valet bridge.

3.
During the first year of casino operations a "gauntlet" was established at the opening to the bridge leading from the second floor of the valet building to the casino floor. Intentionally, the gauntlet was composed of four (4) security officers, with two separate entry lines (one for individuals appearing to be 30 years of age or older and one for individuals appearing to be under 30 years of age). The first security officer in the gauntlet (the officer standing closest to the valet building) would direct each individual to the appropriate entry line. Individuals appearing to be under 30 years of age would then be stopped at a podium and asked to present identification, which would then be examined by two (2) security officers standing at the podium. In order to facilitate this identification process, additional lighting was installed over the podium. Individuals who presented apparently valid identification identifying them as 21 years of age or older would be permitted to walk further down the valet bridge to a point where the fourth security officer would stop them and re-examine their identification if they appeared to be under 21 years of age. In this way, each individual who appeared to be under 30 years of age was subjected to observation by four (4) security officers and identification checks by three (3) security officers before being allowed to progress through the valet bridge and into the casino itself. Based upon the actual experience in utilizing the gauntlet, the gauntlet was streamlined and the number of security officers regularly assigned to the gauntlet was reduced to a number that varies depending on volume in the facility, with no reduction in the effectiveness. Accordingly, the modified gauntlet has continued to operate.

4.
When the "gauntlet" was first established, security officers assigned to that post who were found to have admitted a minor to any of the casino facilities were promptly terminated. However, after MotorCity Casino management learned that the "gauntlet" post assignment was referred to by security personnel as the "unemployment line," the immediate termination policy was modified to provide for swift but progressive discipline of security officers for permitting a minor with visibly invalid identification to enter the casino facilities. The final step of this progressive discipline process remained termination of employment.

5.
During the first year of casino operations, MotorCity Casino purchased and utilized a "VeriFone" device that scans a driver's license by bar code and magnetic strip to identify false identification. The device was programmed for all fifty (50) states and some foreign countries. MotorCity Casino is currently using that device.

6.
All security officers received re-instruction, on a daily basis, at the commencement of each work shift, regarding their obligations and the procedures they were to follow with respect to the identification of minors.

7.
MotorCity Casino personnel developed and implemented the use of additional questions designed to assess whether or not apparently valid identification presented by a person was, in fact, valid. By

8.
Whenever an underage person is discovered in the casino facilities, it has been the practice to provide a prompt report to both the Michigan Gaming Control Board and the Michigan State Police so that the individual may be detained, arrested, and prosecuted.

In connection with implementing the above procedures, MotorCity Casino has worked and plans to continue to work closely with Michigan Gaming Control Board staff, the Michigan State Police and appropriate law enforcement authorities to maximize the effectiveness of MotorCity Casino's enforcement of the age restrictions set forth in the Act in a reasonable, responsible and legal manner under the standards established by our laws and our courts. In addition, Developer encourages the Michigan Gaming Control Board, law enforcement authorities and the Michigan legislature to recognize the existence and increasing sophistication of false identification and, accordingly, to develop appropriate additional tools and legislative responses (including appropriate additional penalties) that focus on the root of the problem—the minor offender and those persons who facilitate the use of false identification by a minor to gain access to a casino licensed under the Act.




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REVISED DEVELOPMENT AGREEMENT AMONG CITY OF DETROIT THE ECONOMIC DEVELOPMENT CORPORATION OF THE CITY OF DETROIT AND DETROIT ENTERTAINMENT, L.L.C.
Preliminary Statement
EXHIBIT 3.15: FORM OF GUARANTY
TABLE OF CONTENTS
MotorCity Casino Executive Team

Dates Referenced Herein   and   Documents Incorporated by Reference

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4/9/33
12/14/09
12/31/06
1/1/06
12/31/05
Filed on:4/18/058-K
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6/1/03
4/9/03
6/12/02
3/31/02
3/18/02
3/1/02
10/31/0110-Q
4/20/01
3/14/01SC 13G/A
2/7/01SC 13G/A
11/30/00
9/8/00
12/14/99
4/28/99PRER14A
6/25/98
4/9/98
3/12/98
7/14/97
12/1/96
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10/25/94
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5/18/94
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