EXHIBIT 10.2
Ilitch Holdings, Inc.
Xxx Xxxxxx Xxxxxx
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
March 22, 2005
MGM MIRAGE
0000 Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Re: MotorCity
Gentlemen:
This confirms our agreement that notwithstanding the terms of that certain
Agreement and Plan of Merger dated March 22, 2005 (the "Merger Agreement")
between CCM Merger Inc. (the "Parent"), Mandalay Resort Group ("MRG"), MGM
MIRAGE and certain other parties, Excess Cash (as defined in the Merger
Agreement) will be $12,000,000 (rather than $8,000,000 as set forth in the
Merger Agreement); provided, however, that (i) the amount of Excess Cash shall
be reduced by the amount of any distributions received by Circus Circus Michigan
from Detroit Entertainment, L.L.C., after the date hereof and prior to the
Effective Time, and (ii) if the Effective Time shall not occur on or prior to
March 31, 2005, the amount of Excess Cash shall increase by $142,857.14 (the
"Per Diem Amount") each day after March 31, 2005 until the earlier of the
Effective Time or April 14, 2005. If the Effective Time shall not have occurred
on or prior to April 14, 2005 and only if, the Parent shall not have satisfied
all conditions to its obligation to consummate the Merger, will Excess Cash
continue to be increased by the Per Diem Amount until the Parent has satisfied
all such conditions.
Very truly yours,
CCM Merger Inc.
/s/ Xxxxxx Xxxxxx
-----------------------------------
Confirmed:
MGM MIRAGE
/s/ Xxxxxx X'Xxxxxx
-----------------------------
Name: XXXXXX X'XXXXXX
Title: Sr. V.P. FINANCE
