STATE OF MICHIGAN
MICHIGAN GAMING CONTROL BOARD

SPECIAL PUBLIC MEETING
Cadillac Place
3062 W. Grand Blvd., Suite L-700
Detroit, MI

Friday, June 27, 2008
9:00 A.M.

MINUTES

On Friday, June 27, 2008, the Michigan Gaming Control Board held a special public meeting at the Board office in the Cadillac Place, 2062 W. Grand Blvd., Suite L-700, Detroit, MI.

Present:                      In attendance were the following Board members:

                                                   Mr. Damian Kassab, Chairman

                                                   Judge Benjamin Friedman

                                                   Mr. Donald Robinson

                                                   Ms. Barbara Rom

                                     Also attending were:

                                                   Richard Kalm

                                                   Tom Barker

                                                   John Page

                                                   Fred Cleland

                                                   Insp. Ellis Stafford

                                                   Jack Cahill

                                                   Laurie Lander

Business:

Board Chairman Damian Kassab called the special public meeting to order at 9:07 a.m.  Chairman Kassab noted for the record that Mr. Watza was absent due to a prior commitment. 

Chairman Kassab stated that the first order of business was to approve the minutes from the June 5, 2008, special public meeting.  Chairman Kassab noted that all Board members had previously received the minutes, and asked if there were any questions or concerns.

It was moved and seconded that the minutes of the June 5, 2008 meeting be approved. 

Motion carried.

Chairman Kassab then asked Executive Director Richard Kalm to give a brief overview of the agenda for the special meeting.

Mr. Kalm advised the Board that on May 31, 2008, Greektown Casino requested a special Board meeting be called to request the Board's approval for interim financing that had been approved by the Bankruptcy Court, pending the Board's approval.    Mr. Kalm further explained that the interim financing would be two separate draws.  The first draw was for approximately $51 million, which was approved by the Board at its special meeting held on June 5, 2008.  On June 25, 2008, the Bankruptcy Court approved the second draw of the interim financing and today's meeting was for the Board's consideration and approval of the second draw of approximately $98 million. 

Upon conclusion of Mr. Kalm's overview, Chairman Kassab noted for the record the presence of Charles Moore of Conway MacKenzie & Dunleavy, financial advisors to Greektown Casino.

After Mr. Moore's introduction, he proceeded to describe the proposed financing transaction that would require the Board's approval.  Mr. Moore explained that the proposed financing is a $150 million debtor in possession (DIP) facility made up of two tranches.  Tranche A is a $135 million delayed draw term loan facility, specifically for the construction costs for the completion of the permanent casino and hotel.  Tranche B is a $15 million revolver, which is available for use for both the construction costs, as well as operating costs.

Mr. Moore explained that as part of the financing motion made in federal court, that the draw of approximately $51.3 million approved by the Board on June 5, 2008, was used to pay past due construction costs.  He further explained that Greektown Casino was seeking the Board's approval for a second draw for the remainder of the $150 million. 

In response to Ms. Rom's question regarding revenue, Mr. Moore stated that the revenue was lower than projected for June, but Greektown has not incurred any other expenses than was expected. 

Ms. Rom further questioned Mr. Moore regarding the $75 million unsecured senior notes of the allocated $200 million Greenshoe facility.

Mr. Moore advised Ms. Rom that changes were made to the super priority DIP facility that stipulate that the unsecured bonds are now secured by both the operating company and Greektown Holdings. 

Mr. Jaskolski of Wolinski & Company advised the Board that even though there was a shift to have the operating company now responsible for the secured $75 million, it had no impact because the borrowings of the $150 million plus the previous borrowings all factored into Greektown's forecasts.

Ms. Rom stated that under the original Board approved Greenshoe facility, the secured and unsecured debts were to be kept separate.  She expressed concern that the operating company is now burdened with a $75 million secured debt that it otherwise would not have been subject to. 

Mr. Moore introduced Mr. Joel Applebaum and Mr. Robert Gordon, counsel for the creditors committee.  Mr. Applebaum advised the Board that the creditors committee has signed off on the shift of the $75 million to the operating company.

Ms. Rom advised the Chairman that it should be noted for the record that Mr. Applebaum once worked at Pepper Hamilton, LLP.

Upon conclusion of Mr. Moore's summary and Board members' questions were answered, Mr. Kalm gave an overview of the Board Order and its conditions.

Chairman Kassab asked for clarification of condition #3 that the Board delegate to its Executive Director the ability to decide any request for Board approval that is herein contemplated, except for any request to modify the Debt Transaction Documents that changes the information described in R 432.1509(3)(a)-(f).

Mr. McGehee advised the Board that this condition pertains to practical oversight of casino operations, such as approval of documents to pay construction costs, weekly cash flow approval and monitoring compliance of bankruptcy court.

There being no further questions from Board members, it was moved by Ms. Rom and seconded by Mr. Robinson that the Board adopt the proposed order.  A roll call vote was taken.

                                                   Mr. Kassab:                     Aye

                                                   Judge Friedman:             Aye

                                                   Mr. Robinson:                  Aye

                                                   Ms. Rom:                        Aye

Motion carried.

Next it was moved by Ms. Rom and seconded by Mr. Robinson that the Board go into closed session for the purpose of receiving legal advice and counsel from the Board's attorney regarding pending Board litigation.  A roll call vote was taken.

                                                   Mr. Kassab:                     Aye

                                                   Judge Friedman:             Aye

                                                   Mr. Robinson:                  Aye

                                                   Ms. Rom:                        Aye

Motion carried.

There being no other business to discuss, Chairman Kassab adjourned the meeting at 9:49 a.m.

____________________________________________________

Laurie Lander, Board Secretary