Detroit City Council Is Right Not To Trust Miller Canfield Law Firm and With Damn Good Reason.

Krystal Crittendon isn’t a fool and the Detroit Council aren’t fools to listen to her.

Isn’t this the same Miller Canfield?

In 2009 Sault Tribe of Chippewa Indians filed a suit against former chairman of the tribe family: BERNARD BOUSCHOR, and their law firm MILLER CANFIELD, PADDOCK AND STONE, P.L.C. and Seven Others DANIEL T. GREEN; PAUL W. SHAGEN; JOSEPH M. PACZKOWSKI; DAVID E. SCOTT; JOLENE M. NERTOLI; JAMES M. JANNETTA; DANIEL J. AWEAVER jointly and severally.

AND WON

Soo Evening News. May 10, 2010

By Scott Brand

May 20, 2010 12:01 a.m.

Sault Ste. Marie, Mich.

A mediation agreement has netted the Sault Tribe of Chippewa Indians $1 million from the law firm of Miller, Canfield, Paddock and Stone, P.L.C. as the firm opted to settle following a hard-bargained session lasting more than 12 hours Tuesday.

“This was a contested case,” said law firm CEO Michael Hartmann on Wednesday afternoon. “No one admitted liability.”

In extricating itself from the pending lawsuit in exchange for $1 million, Hartmann indicated both sides were satisfied with the resolution.

“Everyone thought it was in the best interest of the firm,” he explained.

“On behalf of the board of directors and myself, I’m confident to say this is the best possible outcome for our tribe and the status of the case,” said Tribal Chairman Darwin “Joe” McCoy in a press release issued shortly before 10 a.m. today. “I’m pleased we were able to hold one party responsible for its role in the litigation and that we are free to continue on with the other defendants, soon we can put this behind us as a tribe and move forward.”

The lengthy mediation saw the Sault Ste. Marie Tribal Board of Directors go in and out of open session throughout the day before the final deal was reached.

John Hatch, one of the few tribal members who monitored the day of mediation, said the board was unanimous in its decision.

“I think it was an excellent deal,” said Hatch. “The board did an excellent job.”

Hatch said not only did the Sault Tribe get some of its money back, but it also preserved the abuse of government civil suit against the former chairman, Bernard Bouschor.

His analysis coincides with this morning’s press release which states: “The settlement allows the Sault Tribe to recover a substantial amount of money without the uncertainty of a trial. It also preserves the tribe’s ability to continue its lawsuit against those most responsible for the unauthorized transfer of tribal funds to key employees”

The Sault Tribe has been looking to recover approximately $2.6 million which was distributed to upper-echelon employees in the wake of Bouschor’s 2004 failed re-election bid. Tribal representatives have contended that the payments were illegal and Bouschor did not have the authority to release those individuals with hefty severance packages.

A jury trial to settle the civil suit is scheduled for October in the 50th Circuit Court.

End

STATE OF MICHIGAN

IN THE SUPREME COURT

SAULT STE. MARIE TRIBE OF

CHIPPEWA INDIANS,

Plaintiff/Counter-Defendant/Appellant,

v. S/C Case No.:

C/A Case No.: 276712

BERNARD BOUSCHOR; and MILLER, L/C Case No.: 04-7606-CC

CANFIELD, PADDOCK AND STONE, P.L.C.;

DANIEL T. GREEN; PAUL W. SHAGEN; JOSEPH PLAINTIFF SAULT STE.MARIE

M. PACZKOWSKI; DAVID E. SCOTT; JOLENE TRIBE OF CHIPPEWA INDIANS’

M. NERTOLI; JAMES M. JANNETTA; DANIEL J. APPLICATION FOR LEAVE TO

WEAVER, jointly and severally, APPEAL

Defendants/Counter-Plaintiffs/Appellees.

_____________________________________________________________________________

WILLIAM H. HORTON (P31567) P. DAVID PALMIERE (P26796)

ELIZABETH A. FAVARO (P69610) Attorney for Defendant Bernard

Bouschor

Attorneys for Plaintiff MCCONNELL & PALMIERE, P.C.

GIARMARCO, MULLINS & HORTON, P.C. P. O. Box 980

Tenth Floor Columbia Center Bloomfield Hills, Michigan 48304

101 West Big Beaver Road Φ(248) 225-9952

Troy, Michigan 48084-5280

Φ(248) 457-7000 WILLIAM A. SANKBEIL (P19882)

JOANNE GEHA SWANSON (P33594)

Attorneys for Defendant Miller

Canfield

KERR, RUSSELL AND WEBER, PLC

Detroit Center

500 Woodward Avenue, Suite 2500

Detroit, Michigan 48226-3427

Φ(313) 961-0200

MARK L. DOBIAS (P35160) J. TERRANCE DILLON (P23404)

Co-Counsel for Defendants Daniel T. Green; Attorney for Defendants

Daniel T. Green;

David E. Scott; James M. Jannetta; and David E. Scott; James M.

Jannetta; and

Daniel J. Weaver Daniel J. Weaver

903 Ashmun Street MYERS, NELSON, DILLON & SHIERK,

ii

Sault Ste. Marie, Michigan 49783 PLLC

Φ(906) 632-8440 125 Ottawa Avenue NW, Suite 270

Grand Rapids, Michigan 49503

Φ(616) 233-9640

PLAINTIFF SAULT STE. MARIE TRIBE

OF CHIPPEWA INDIANS’ APPLICATION FOR LEAVE TO APPEAL

WHOLE PDF SUIT LANGUAGE.

Exceprts:

THE TRIBE SUFFERED AN ACTUAL INJURY BECAUSE OF DEFENDANT MILLER CANFIELD

The Tribe suffered an actual injury because of Defendant

Miller Canfield’s actions. The Court of Appeals improperly speculated

that the new Tribal Chairman would terminate the Key Employees and,

therefore, by obtaining a 10% reduction in the amount due if they were terminated, the Court of Appeals reasoned that the Tribe did not suffera legal injury.

The Court of Appeals appears to have improperly

segmented the severance agreements from the employment

agreements. In other words, it appears that the Court of Appeals

made the distinction that Defendant Miller Canfield was only involved

in the severance agreements, but not the terminations. Since the

severance agreements saved the Tribe 10% over any amounts due on

the employment agreements, the Court reasoned that the Tribe was

not injured.

However, the facts indicate the severance agreements

and the terminations were inextricably intertwined. As the trial court recited, the severance agreements – drafted by Defendant Miller

Canfield – contain mutual agreements that the Key Employees will

leave the employment of the Tribe – a non-qualifying event for

severance pay. Exhibit 2 at 3. The trial court reviewed the facts and

concluded that the conflicting testimony as to whether the Key

Employees quit or were fired was a question for the jury. Id. at 3-6.

Defendant Miller Canfield is alleged to be a co-conspirator on each ofthese issues. Exhibit 33, Fifth Amended Complaint at ¶¶ 8-10, 18, 23, 27, 31, 52-54. The severance agreements cannot be separated from the employments agreements and the issue of whether the Key Employees

quit or were fired. As a result, the issue of whether the Tribe suffered an actual injury as a result of Defendant Miller Canfield’s participation is a question for the jury.

End

But Miller Canfield never went before a jury. They agreed to hand over a Million Dollars to this tribe in a mediation agreement so-called “in their best interest”, of course citing No Wrong Doing.

I don’t know would you pay out a $$$Million Bucks if you literally hadn’t done anything wrong? I sure as hell wouldn’t.

A month later the MGCB handed Greektown to it’s new owners.

Sault Tribe loses grip on Greektown Casino

Michigan regulators have approved an ownership change that allows Detroit’s Greektown Casino to emerge from bankruptcy protection, according to Associated Press reports.

By Staff reports

June 29, 2010 12:01 a.m.

Detroit

Michigan regulators have approved an ownership change that allows Detroit’s Greektown Casino to emerge from bankruptcy protection, according to Associated Press reports.

The Michigan Gaming Control Board voted 4-0 at a special meeting, transferring ownership from the Sault Ste. Marie Tribe of Chippewa Indians to new investors, The Detroit News reports. The new owners include 10 hedge funds and mutual funds that have been granted an “institutional exemption” from the formal licensing application, because there are too many partners to approve individually.

The casino entered Chapter 11 bankruptcy protection two years ago with a U.S. bankruptcy judge approving an exit plan in January, according to the Associated Press.

The decision angered at least a portion of the Sault Tribe’s membership.

“In a significant and dangerous departure from past practice, the Michigan Gaming Control Board has chosen to turn a blind eye to its own rules and abandon how it has traditionally granted regulatory clearance for people who seek an ownership stake in a detroit casino,” said Director Lana Causley. “By approving a transfer of ownership to people who have not yet passed the background checks the MGCB has demanded and performed of all previous owners, the MGCB has set a dangerous precedent and potentially harmed the integrity of commercial gaming in Michigan.”

“It’s not fair to us,” said tribal member Denise Chase, according to Detroit News accounts. “You investigated us for two years.”

Causley expanded on that argument in her statement.

“Today’s decision unjustly applies a double standard that benefits private hedge funds and out-of-state investors, and compromises the MGCB’s own mission statement to ‘protect the interests of the citizens of the State of Michigan’,” she said.

The Associated Press reports the casino will be jointly owned by a public company, Greektown Superholdings, Inc., and a private group, Greektown Newco Sub Inc. The new owners, according to published accounts, have raised approximately $200 million in equity by selling preferred stocks.

End

Now the city Council knows about all this Greektown mess with The Sault Ste. Marie Tribe of Chippewa Indians chairman Bernard Bouschor and Miller Canfield, Paddock and Stone, P.L.C amoung others, because in Feb. of 2010 they approved settlement with Greektown Casino.

Detroit City Council approves settlement with Greektown Casino; bankruptcy could end by June.

By Jonathan Oosting | joosting@mlive.com MLive.com

on February 05, 2010 at 8:41 AM

The Detroit City Council on Thursday approved a settlement with Greektown Casino that pays the city $13.1 million and paves the way for the casino to emerge from bankruptcy under new ownership.

The Detroit News has the details.

Feb. 5, DetNews.com: The settlement will “resolve all open disputes” between the city and the casino over a development agreement and tax issues, said Charles Moore, the casino’s lead restructuring adviser with Conway MacKenzie Inc. in Birmingham.

The settlement includes an immediate payout of $3.5 million for legal fees upon court approval and an additional $9.6 million upon the casino’s exit from bankruptcy.

Under Greektown’s reorganization plan, the casino will emerge from bankruptcy under new ownership, including MFC Global Investment Management in Boston, and OppenheimerFunds Inc., Brigade Capital Management and Solus Alternative Asset Management in New York.

Much to their chagrin, a group of local investors will not receive any compensation.

A U.S. Bankruptcy Court judge last month approved the reorganization, but as Crain’s reports, the Michigan Gaming Control Board must still approve the plan by the end of June.

End

And who were the local investors?

Greektown Superholdings, Inc. (Comerica), and a private group, Greektown Newco Sub Inc.

A board of directors will oversee the casino. Board members are:

Mike Duggan, Detroit Medical Center CEO.

Freman Hendrix, former deputy mayor under Dennis Archer and mayoral candidate.

• George Boyer, former president and COO of MGM Grand Detroit from 2002 to 2008.

• John Bitove, a Toronto-based radio and sports investor.

• Benjamin Duster, executive managing director of Watermark Advisors LLC, a strategic advisory firm.

• Joel Ferguson, owner of offices and apartments in 16 Michigan cities and founder of F&S Development Co. and Lansing’s WLAJ-TV, an ABC affiliate.

• Yvette Landau, chief legal counsel for the Mandalay Resort Group from 1993 to 2005.

**

Much to their chagrin, a group of local investors will not receive any compensation.

Yeah I’d like to see proof of that.

 

 Greektown Superholdings, Inc. (Comerica),· 10-12G/A · On 5/11/10 · EX-10.14
Filed On 5/11/10 4:41pm ET   ·   SEC File 0-53921   ·   Accession Number 930413-10-2830
      in   this entire Filing.an “Entity” Search.   Show   Docs searched  and   the 1st “hit”.every “hit”.
Help…   Wildcards:  ? (any letter),  * (many).  Logic:  for Docs:  & (and),  | (or);  for Text:  | (anywhere),  “(&)” (near).

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/11/10  Greektown Superholdings/Inc       10-12G/A               8:382                                    Command Financial…Corp
——————————————————————————–

Amendment to Registration of Securities (General Form)   ·   Form 10
Filing Table of Contents
Document/Exhibit                   Description                      Pages   Size

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                          Form)                                                 
 2: EX-10.9     Material Contract                                   HTML    181K
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EX-10.14   ·   Material Contract
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EX-10.14 1st “Page” of 11 TOC Top Previous Next Bottom Just 1st 
Exhibit 10.14

April 26, 2010

Greektown Superholdings, Inc.
555 East Lafayette
Detroit, Michigan 48226

Gentlemen:

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

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

 I. SPECIFIC TERMS AND CONDITIONS OF THE FINANCING.

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

II. CONDITIONS TO FINANCING.

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

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

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

 C. No Default, Material Adverse Change: There shall have been no material adverse change in the condition (financial or otherwise), properties, business, results or operations (or
EX-10.14 2nd “Page” of 11 TOC 1st Previous Next Bottom Just 2nd

Greektown Superholdings, Inc.
April 26, 2010
Page 2

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

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

          III. GENERAL.

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

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

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

          D. Non-assignability; Termination. This Commitment is provided for the sole benefit of the Borrower, is not intended to create any rights in favor of and may not be relied upon by any third party, and shall not be transferable or assignable by the Borrower without the Bank’s
EX-10.14 3rd “Page” of 11 TOC 1st Previous Next Bottom Just 3rd

Greektown Superholdings, Inc.
April 26, 2010
Page 3

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

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

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

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

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

COMERICA BANK

By:
 /s/ Michael S. Wooder
Its:
 Senior Vice President

EX-10.14 4th “Page” of 11 TOC 1st Previous Next Bottom Just 4th

Greektown Superholdings, Inc.
April 26, 2010
Page 4

ACCEPTED AND AGREED
ON APRIL 26, 2010

GREEKTOWN SUPERHOLDINGS, INC.

By:
 /s/ Clifford J. Vallier

Its:
President / CFO

EX-10.14 5th “Page” of 11 TOC 1st Previous Next Bottom Just 5th

EXHIBIT A

CONFIDENTIAL
Comerica Bank
500 Woodward Ave.
 Detroit, MI 48226
Summary of Terms and Conditions
$30,000,000 of Senior Secured Revolving Credit Facility
for
Greektown Superholdings, Inc. (“Company” or “Borrower”)

April 26, 2010

I. LOAN FACILITY; SPECIFIC TERMS 
FACILITY A:

Borrower:
 
Greektown Superholdings, Inc.
Facility Description:
 
 $30,000,000 Secured Revolving Credit Facility (the “Revolver” or the “Facility”). Advances and re-advances available from time to time and to allow issuance of up to $5,000,000 in Standby Letters of Credit with maturities up to one year, but in no event to exceed the maturity of the Revolving Credit Facility. Issuance of Standby Letters of Credit under the Facility shall be treated as Funded Debt and reduce availability under the Facility.
 
Purpose:
 
To provide working capital availability
 
Letters of Credit:
 
Utilization of the Facility may be made to request the issuance of Standby Letters of Credit by the Bank up to $5,000,000 in the aggregate. Maximum expiration of individual Letters of Credit will be 12 months or, if earlier, the maturity of the Revolving Credit Facility.

Non-refundable letter of credit fee (calculated on a per annum basis) payable quarterly in advance to the Bank, in accordance with the Applicable Margin Grid
 
 Maturity Date:
Three and one half (3 ½) years after closing
 

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

First perfected pledge of 100% of the capital stock of all domestic subsidiaries (existing and future, direct and indirect). Pledge of 65% of the capital stock of each foreign subsidiary. In the event there is a pledge of the stock of the Borrower in favor of the Senior Secured Notes, then a first priority pledge of such stock shall be granted to the Bank.
 
Closing Fee:
 
 $300,000 of which $75,000 shall be due and payable upon acceptance of the Bank’s commitment letter and the remainder due upon closing.
  

1 -EX-10.14 6th “Page” of 11 TOC 1st Previous Next Bottom Just 6thCONFIDENTIAL
 Facility Fee:
 
 50 bps per annum and payable on the aggregate commitment amount of the Revolving Credit Facility payable quarterly in arrears.

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

Prime-based Rate shall refer to the higher of i) the Bank’s prime referenced rate, and ii) 250 basis points. 
 
LIBOR-based Rate means the LIBOR rate which will be adjusted for reserves and other regulatory requirements. 
 
Interest Periods
 
LIBOR-based Rate – Interest periods of 1, 2, and 3 months.
 
 Interest Payments
 
Interest payable in arrears on the first day of each fiscal quarter for Prime-based Rate Advances and on the last day of each interest period for other Advances.
 
Customary provisions protecting the Bank in the event of unavailability of funding, illegality, increased costs, breakage, funding losses, withholding taxes, and indemnification.

Drawdowns:
 
Prime-based Rate – Minimum draw of $100,000 with same day notice. 
 
LIBOR-based Rate – Minimum draw of $250,000 and additional increments of $50,000 with three (3) Business Days notice.
 

Termination or Reduction of
Commitments:
 
The Company may terminate the Revolving Credit Commitment or reduce the Revolving Credit Commitment in amounts of at least $1,000,000 at any time on five (5) business days notice.
 
II. OTHER STANDARD PROVISIONS 
 
Mandatory
Prepayments:
 
 Mandatory prepayments shall be required in an amount equal to (i) 100% of the net proceeds of the permitted sale of assets (subject to exclusions and permitted reinvestments to be negotiated) (ii) 100% of net proceeds of any recovery from insurance arising from an event of loss (subject to certain exclusions and permitted reinvestments to be negotiated) (iii) 100% of the net proceeds for the issuance of any debt or equity securities (subject to exclusions to be negotiated). Mandatory prepayments will not reduce the Revolving Credit Commitment.
 

Prepayment Fees & Penalties:
 
Prime-based Rate loans may be prepaid on same day notice without prepayment penalty.
 
LIBOR-based Rate loans are subject to breakage cost if repaid before the end of the respective Interest Period.

Guaranties:
 
 All obligations of the Company to the Bank shall be unconditionally guaranteed by all domestic subsidiaries of the Borrower (existing and future) and by any direct or indirect holding company or holding companies formed to hold the Borrower’s capital stock or other equity securities. Guaranties will be secured, as described, under “Security” above. 
 
Representations and
Warranties:
 
 Customary for credit agreements of this nature (including customary exceptions and materiality thresholds), with respect to the Company annd EX-10.14 7th “Page” of 11 TOC 1st Previous Next Bottom Just 7th

CONFIDENTIAL
its subsidiaries (and including any holding company or ultimate parent) including but not limited to:
1.
 Corporate existence

2.
 Corporate and governmental authorization; no contravention; binding effect.

3.
 Financial information
  4.
 No material adverse change in financial condition of Company, or their respective Subsidiaries
 5.
 Environmental matters
6.
 Compliance with laws, including ERISA

 7.
 No material litigation
8.
 Existence, incorporation, etc. of subsidiaries
 9.
 Payment of taxes
10.
 Full disclosure
 11.
 No encumbrances

12.
 Accuracy of information
 
Conditions to
 
 Customary in credit agreements of this nature, including but not limited to:

Borrowing:
 
1.
 Absence of default

2.
 Accuracy of representations and warranties.
3.
 Negotiation and execution of closing documentation reasonably satisfactory to Bank and its counsel.
 4.
 Receipt of litigation search conducted by legal counsel to Bank, reasonably satisfactory to Bank.
 5.
 Receipt of insurance review, reasonably satisfactory to Bank.
 6.
 Legal opinion(s) satisfactory to Bank.
7.
 Other additional due diligence items reasonably requested by and reasonably satisfactory to the Bank.
 8.
 No material adverse change.

9.
 Receipt and review of officer’s solvency certificate satisfactory to Bank.
10.
 Receipt and satisfactory review of transaction documents for the Senior Secured Notes and an intercreditor agreement between the purchasers of the Senior Secured Notes and the Bank, in each case, in form and substance reasonably satisfactory to the Purchasers and the Bank and its counsel and evidence of issuance and funding of at least $385,000,000 of the Senior Secured Notes.
11.
 Evidence of receipt by Borrower of proceeds of new common and preferred equity in an amount not less than $196,000,000 on terms acceptable to Bank.
12.
 Establishment and maintenance of treasury management and depository accounts with the Bank.
 13.
 Receipt and reasonably satisfactory review of all material contracts.

 14.
 All orders to be entered by the Bankruptcy Court in connection with the Company’s emergence from bankruptcy shall be in form and substance reasonably satisfactory to the Bank.
 15.
 Receipt of most recent Company prepared financial statement reasonably satisfactory to Bank. 
 16.
 Receipt and reasonably satisfactory review of a post-bankruptcy opening balance sheet, including a current sources and uses.
 17.
 Receipt and reasonably satisfactory review of post-bankruptcy organization structure chart.
18.
 All consents and approvals of the board of directors, shareholders, governmental entities and other applicable third parties necessary in connection with the Company’s emergence from bankruptcy and the transactions set forth in the Plan of Reorganization shall have been obtained.
19.
 All fees and expenses (including reasonable fees and expenses of counsel to the Bank and local and regulatory counsel to Bank as EX-10.14 8th “Page” of 11 TOC 1st Previous Next Bottom Just 8th may be required) required to be paid to the Bank on or before the closing date shall have been paid in full by the Company.
 20.
 The Plan of Reorganization previously confirmed shall not have been modified in any manner which is not acceptable to the Bank in the exercise of its reasonable discretion.
 21.
 The ownership structure, capitalization and management of the Company shall have been approved by the Michigan Gaming Control Board, Bank shall not be required to be licensed or qualified by the Michigan Gaming Control Board unless Bank elects to be so licensed or qualified in its sole discretion and all other approvals and consents of the Michigan Gaming Control Board shall have been obtained. The Company shall have provided evidence confirming the continued effectiveness of the gaming and liquor licenses and legal authority to conduct gaming from the Michigan Gaming Control Board and the City of Detroit.

22.
 The effectiveness of the Plan of Reorganization.
 23.
 No outstanding indebtedness for borrowed money or preferred stock other than the preferred stock and other indebtedness for borrowed money contemplated by and permitted under the Plan of Reorganization and customary permitted indebtedness

 24.
 Receipt and reasonably satisfactory review of information describing all material post-bankruptcy tax liabilities and material contingent liabilities.
 Covenants:
 
 Customary in credit agreements of this nature (including customary exceptions and materiality thresholds), with respect to the Company and its subsidiaries, and any ultimate parent or holding companies including but not limited to:

1.
 –
 Annual year-end audited financial statements and annual financial projection-
 Quarterly unaudited financial statements
 –
 Additional information including but not limited to quarterly compliance certificate and officer’s statement as to no event of default.
 2.
 Maintenance of property; insurance coverage with amounts acceptable to Lenders.
 3.
 Conduct of business; maintenance of existence

4.
 Compliance with laws, including ERISA and environmental regulations
 5.
 Inspection of property, books and records and periodic audits.

6.
 Limitations on indebtedness, liens, guaranties, investments, loans, advances, etc. purchase money security interest basket to be determined
 7.
 Limitations on restricted payments.

8.
 Limitations on consolidations, mergers, and sales of assets.

9.
 Limitations on transactions with affiliates.
 10.
 No additional negative pledges
 11.
 Prompt notice of material litigation
 12.
 Payment of obligations
 13.
 Prohibition on modification of Senior Secured Note documents
 14.
 Prohibition of making excess cash flow prepayments on Senior Secured Notes unless revolver outstandings are $0 (before and after making the prepayments) and no default or event of default exists under the Facility. Limitations on all other prepayments.
 
All loan documents shall be prepared by and satisfactory in form and substance to Bank and its counsel and, subject to consistency with this Term Sheet.
 

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

Comerica Bank
 4

EX-10.14 9th “Page” of 11 TOC 1st Previous Next Bottom Just twelve month basis). “Test Date” shall mean the last day of each fiscal year of the Company (determined upon delivery of annual financial statements, which will be required within 90 days of the end of the fiscal year) and the last day of each fiscal quarter (determined upon delivery of financial statements which will be required within 45 days of the end of each fiscal quarter) if the average daily outstanding advances under the Revolver exceed $7,500,000 during such quarter or if there are any advances outstanding under the Revolver on the last day of such fiscal quarter. There will be no other financial covenants.
 
 “Fixed Charge Coverage Ratio” shall mean EBITDA (which shall exclude unusual and non-recurring charges occurring within twelve months of closing and of the type set forth on the attached Schedule in amounts to be reasonably agreed upon) divided by principal and interest payments, unfinanced capital expenditures, cash income tax payments, capitalized lease payments, and dividends and distributions. For the December 31, 2010 and March 31, 2011 test periods, unfinanced capital expenditures will be deemed to be $3,000,000 per quarter and thereafter will be based on actual unfinanced capital expenditures. 
 

Events of Default:
 
 Customary in credit agreements of this nature (including customary grace periods, baskets and materiality thresholds), including but not limited to the following:
 1.
 Failure to pay any interest, principal, fees, or other amounts payable under the Agreement when due.
 2.
 Failure to meet covenants (with grace periods, where appropriate).
 3.
 Representations or warranties false in any material respect when made.
 4.
 Cross default to other material Indebtedness of the Company and its subsidiaries.
 5.
 Failure to maintain material licenses and permits.
 6.
 Occurrence of an event of default under the Senior Secured Notes.
 7.
 Change of control.
8.
 Failure by Borrower to pay material final judgment or material debt.
9.
 Other usual defaults with respect to the Company and its subsidiaries, including but not limited to insolvency, bankruptcy and ERISA defaults
 
Indemnification
and Expenses:
 
 Company and Guarantors will indemnify the Bank including without limit, following any event of default, against all losses, liabilities, claims and damages relating to their loans, the Company’s use of loan proceeds or the commitments, including reasonable attorney’s fees, except as such result from an indemnitee’s gross negligence or willful misconduct.

All reasonable fees and costs, including reasonable attorney fees of one law firm and one firm of local counsel, incurred by the Bank in connection with negotiation of the credit facilities, preparation of loan documents, closing and funding of the credit facilities, and in connection with any amendments, revisions, consents, waivers or any enforcement, preservation or protection of rights will be paid by the Company.
 
Governing Law:
 
 State of Michigan
Closing on the loan facilities is subject to prior receipt by Bank of all necessary legal opinions and government and third party permits, licenses and approvals.

EX-10.14 10th “Page” of 11 TOC 1st Previous Next Bottom Just 10th

CONFIDENTIAL
Proposed Applicable Margin Grid

(basis points per annual)

BASIS FOR PRICING
 LEVEL I
 LEVEL II

Senior Funded Debt/EBITDA
 <4.0 to 1.0
 > 4.0 1.0
 
LIBOR Margin
 175
 225
 
Prime Referenced Rate
 -100
 -50
 
Standby Letter of Credit Fees
  175
  225
 Pricing set at Level 1 until receipt of June 30, 2011 financial statements and covenant compliance report. Senior Funded Debt to EBITDA to be determined on a consolidated basis for the Borrower and its subsidiaries on a trailing twelve month basis.

 EX-10.14 Last “Page” of 11 TOC 1st Previous Next Bottom Just 11t
 
CONFIDENTIAL
Greektown Superholdings, Inc.

Excluded Unusual and Non-Recurring Expenses

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

2. Michigan Business Tax transaction fee.

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

4. Professional fees for executing Greektown Superholdings public status

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

 
Comerica Bank

Dates Referenced Herein   and   Documents Incorporated By Reference
Referenced-On Page
This 10-12G/A Filing     Date   First     Last         Other Filings
  
  4/26/10  1  5
  4/27/10  3
Filed On / Filed As Of  5/11/10
  6/30/10  3     3, 8-K, 10-Q
  12/31/10  9     10-K
  3/31/11  9
  6/30/11  10
 
Top  List All Filings

End

So the Detroit Council isn’t stupid about Miller Canfield and what they paid out to keep from going in front of a jury. That’s why they don’t want to do business with this law firm and can’t say I blame them. DISTANCE YOURSELVES

Understood, but what is Detroit’s Mayor Dave Bing’s problem? He doesn’t know the history? He trusts Miller Canfield? Why?

The law firm along with an Indian Tribe chairman conspires to rip off the tribe, they lose a casino over it. They sue and at least get a million back from them. But now Detroit’s Mayor wants to put the whole city of Detroit in this law firms hands. I don’t get it. Snyder wants this deal because he wants to own Detroit. Bing is senile.

This was the real interesting part of that entire law transcript:

Defendants Take the Money and Run.

Again the link_

The morning after the election, after learning that Aaron Payment had defeated Defendant Bouschor, the seven Key Employees met at a restaurant in Sault Ste. Marie, handed out the checks and ran to the bank to cash them. The bank records show that they started cashing them at 9:07 a.m., right after the bank opened. Exhibit 14 They did not just cash the checks — they had them converted into cashier’s checks. Exhibit 15. They have admitted that they converted the money into cashier’s checks so the Tribe could not stop payment. Exhibit 16, Jolene M. Nertoli Dep. at 79 (they “wanted to make sure they got the money and nobody could stop them”). Then, they deposited the money in different banks all around the Upper Peninsula and in Petoskey. 15 At about 10:30 a.m., Defendant Bouschor announced that he had terminated the seven Key Employees because he wanted to “clear the way for Mr. Payment.” He did not mention that they had been paid “severance pay.” About three hours later, at 1:30 p.m., someone went back into the Tribe’s computer and entered the ledgers they had deleted on June 8. Defendants do not deny these facts. Instead, they claim (among other things) that Defendant Bouschor was authorized to enter into the severance agreements vis-a-vis a 2001 resolution passed by the Tribal Board.

Defendants again in this suit filed by the Tribe.
L/C Case No.: 04-7606-CC

BERNARD BOUSCHOR; and MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.;
DANIEL T. GREEN; PAUL W. SHAGEN; JOSEPH PLAINTIFF SAULT STE.MARIE
M. PACZKOWSKI; DAVID E. SCOTT; JOLENE TRIBE OF CHIPPEWA INDIANS’
M. NERTOLI; JAMES M. JANNETTA; DANIEL J. APPLICATION FOR LEAVE TO
WEAVER, jointly and severally,

May 20, 2010 12:01 a.m.

Sault Ste. Marie, Mich.

A mediation agreement has netted the Sault Tribe of Chippewa Indians $1 million from the law firm of Miller, Canfield, Paddock and Stone, P.L.C. as the firm opted to settle following a hard-bargained session lasting more than 12 hours Tuesday.

“This was a contested case,” said law firm CEO Michael Hartmann on Wednesday afternoon. “No one admitted liability.”

In extricating itself from the pending lawsuit in exchange for $1 million, Hartmann indicated both sides were satisfied with the resolution.

But Remember, No Wrong Doing.

Yes Detroit’s top lawyer, Krystal Crittendon & Council makes the right call on suspicions when it comes to Miller Canfield. But not for the purposes stated over this Bing & Snyder plan. Bing doesn’t want to release any details of this plan just like Snyder doesn’t want to disclose who is contributing to his nerd fund of house improvements first reported by the Detroit News in Sept. 2011.

God is this State and City eye ball deep in so much shit.

And I didn’t just come across all this upon writing this blog. This was all from a blog wrote on Oct. 19, 2010.

Funny how the names and doings of the past come back to haunt us. The Detroit City Council anyway. I would reject that law firm too. But then they knew the dirty deeds that led up to that Tribe losing Greektown. Ghosts stiring in the breeze above Detroit.

Follow that 2010 blog and all the rest connected to it and the same question arises as why the three Detroit Casino’s are so protected as suggested by an outsider.

Maybe The Sault Ste. Marie Chippewa Indian Tribe is dancing the spirits up reigning the same bad misfortune down upon your heads now. Detroit & State (MGCB).

 

Maybe they knew your destiny before you did. As the saying goes “What Goes Around Comes Around”.

If the local news media here in Detroit really wanted to do a real story they would find out how many politicians here in Mi. are in the Three Detroit’s Casino’s pockets and why they are so truly sheltered and protected.

The Horse is a part of the Indian Spirit too.

 

2 Comments

Filed under Politics

2 responses to “Detroit City Council Is Right Not To Trust Miller Canfield Law Firm and With Damn Good Reason.

  1. What about Contributions Miller Canfield was Making on behalf of Bernard Boushor that landed that case in court a couple years ago? It is TRUST FUNDS of the MEMBERS of a tribe that gets abused all for a FINANCIAL GAIN for Influential Political Leaders! Firms that Assist in such Corruption should be disbarred & prevented from financially harming the Native American’s! The ONLY reason this firm would want the Detroit Contract to oversee Detroit’s financials is to get into Detroit’s computer system so they can BURY MORE CORRUPTION That went on with GT casino & the tribe’s former leaders! Ask this firm if 2 former leaders of the Sault Tribe own and or manage ALL of the Detroit Greektown Casino properties & businesses? I Do Believe Anyone Can Locate That Information on the Bankruptcy Case in Detroit Involving the Investors & Developers. In 2008 board of directors of a Federally Recgonized Tribe were FORCED by an attorney firm in Lansing to file Bankruptcy on GT Casino in Detroit Federal Court Prevented them from taking other legal measures that COULD HAD PROTECTED the Member’s Assets that BUILT the Detroit Casino. Talk about Financial Ruins To TRUST FUNDS Belonging to the Member’s in the Sault Tribe! What A Shame To Watch Such POLITICAL CORRUPTIION done to the Native American’s! WHY claim Tribe’s are “separate” governments when in fact outside legal firms can remove Board of Directors from protecting the MEMBERS TRUST FUND ASSETS!

  2. I believe that is why I wrote this blog Diana, all of this is covered. They helped Boushor rob the tribe blind that eventually led to them losing Greektown Casino.

    You had better click on the second to last highlighted blue link from the bottom. Last one as well. Bing is blind and hasn’t done his research at all on this firm.

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