<PAGE>

                                                                     EXHIBIT 2.1

                      IN THE UNITED STATES BANKRUPTCY COURT

                              DISTRICT OF COLORADO

In re                                                      Case No. 02-28089-ABC

WINDSOR WOODMONT BLACK HAWK                                Chapter 11
RESORT CORPORATION, a/k/a the Black
Hawk Casino by Hyatt, a Colorado Corporation,
EIN 75-2720870,

                       Debtor.

                      SECOND AMENDED PLAN OF REORGANIZATION
                               PROPOSED BY DEBTOR
                             DATED: OCTOBER 12, 2004

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                    <C>
I. DEFINITIONS AND RULES OF CONSTRUCTION..........................................................................      1

     A.    Definitions............................................................................................      1

     B.    Rules of Construction..................................................................................     10

II. DESIGNATION OF CLASSES AND TREATMENT OF CLAIMS AND INTERESTS..................................................     11

     A.    Summary and Classification of Claims and Interests.....................................................     11

     B.    Allowance and Treatment of Unclassified Claims (Administrative Claims, and Priority Tax Claims)........     13

           1.        Administrative Claims........................................................................     13

           2.        Priority Tax Claims..........................................................................     15

     C.    Classification and Treatment of Classified Claims and Interests........................................     15

           1.        Class 1 (Secured Claim of the Black Hawk BID)................................................     15

           2.        Class 2 (Secured Claim of PCL)...............................................................     15

           3.        Class 3 (Secured Claim of Steelman)..........................................................     16

           4.        Class 4 (Secured Claim of the FF&E Lender)...................................................     17

           5.        Class 5 (Secured Claim of the First Mortgage Noteholders)....................................     17

           6.        Class 6 (Other Secured Claims)...............................................................     18

           7.        Class 7 (Priority Claims, other than Priority Tax Claims)....................................     19

           8.        Class 8A (General Unsecured Claims)..........................................................     19

           9.        Class 8B (Claims of Hyatt)...................................................................     20

           10.       Class 9A (Existing Preferred Stock - Series "B").............................................     20

           11.       Class 9B (Existing Preferred Stock - Series "A").............................................     20

           12.       Class 10 (Existing Common Stock).............................................................     20

III. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES........................................................     20

     A.    Assumption and Assignment of Executory Contracts and Unexpired Leases..................................     20

           1.        Schedule of Assumed and Assigned Agreements..................................................     20

           2.        Cure Payments................................................................................     21
</TABLE>

                                        i
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<TABLE>
<S>                                                                                                                    <C>
           3.        Objections to Assumption and Assignment or Proposed Cure Payments............................     22

           4.        Resolution of Claims Relating to Assumed and Assigned Agreements.............................     22

     B.    Rejection of Executory Contracts and Unexpired Leases..................................................     23

           1.        Rejected Agreements..........................................................................     23

           2.        Bar Date for Rejection Damage Claims.........................................................     23

     C.    Contracts Entered into on or After the Petition Date...................................................

IV. MEANS OF EXECUTION AND IMPLEMENTATION OF THE PLAN.............................................................     23

     A.    Funding of the Plan....................................................................................     24

     B.    Transfer of the Acquired Assets to Ameristar...........................................................     24

           1.        Generally....................................................................................     24

           2.        Approval of Transfer of the Acquired Assets..................................................     25

     C.    Approval of Settlement Agreements......................................................................     25

     D.    The Continuing Estate..................................................................................     25

           1.        Continuation of the Estate...................................................................     25

           2.        Appointment of the Continuing Estate Representative..........................................     25

           3.        Powers and Duties of the Continuing Estate Representative....................................     26

           4.        Termination of the Continuing Estate.........................................................     28

           5.        Additional Provisions of the Continuing Estate Agreement.....................................     28

     E.    The Post-Effective Date Committee......................................................................     29

           1.        Management and Powers of the Post-Effective Date Committee...................................     29

           2.        Employment and Compensation of Professionals.................................................     29

           3.        Dissolution of the Post-Effective Date Committee.............................................     30

     F.    The Ad Hoc Committee...................................................................................     30

           1.        Post-Effective Date Powers...................................................................     30

           2.        Payment of Ad Hoc Committee and Indenture Trustee Substantial Contribution Claims............     30

     G.    Distribution of Property Under the Plan................................................................     31
</TABLE>

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<TABLE>
<S>                                                                                                                    <C>
           1.        Manner of Cash Payments Under the Plan.......................................................     31

           2.        No De Minimis Distributions..................................................................     31

           3.        No Distribution with respect to Disputed Claims..............................................     31

           4.        No Stock Distributions to Holders of Claims..................................................     32

           5.        Delivery of Distributions and Undeliverable/Unclaimed Distributions..........................     32

     H.    Cancellation of Interests..............................................................................     33

     I.    Termination of Officers and Directors..................................................................     33

V. MISCELLANEOUS PROVISIONS.......................................................................................     34

     A.    Exculpation............................................................................................

     B.    Revocation of Plan/No Admissions.......................................................................     34

     C.    Dissolution of Creditors' Committee....................................................................     34

     D.    Exemption from Certain Transfer Taxes..................................................................     34

     E.    Modifications of Plan..................................................................................     35

     F.    Plan Shall not Affect Rights of First Place LLC........................................................     35

     G.    Post-Effective Date Effect of Evidences of Claims or Interests.........................................     35

     H.    Successors and Assigns.................................................................................     35

     I.    Saturday, Sunday or Legal Holiday......................................................................     35

     J.    Headings...............................................................................................     36

     K.    Severability of Plan Provisions........................................................................     36

     L.    Governing Law..........................................................................................     36

VI. EFFECT OF CONFIRMATION OF THE PLAN............................................................................     36

     A.    Non-Discharge of the Debtor............................................................................     36

     B.    Binding Effect of Plan and Injunctions.................................................................     37

     C.    Payment of U.S. Trustee Fees...........................................................................     38

     D.    Retention of Jurisdiction..............................................................................     38

VII. RECOMMENDATION AND CONCLUSION................................................................................     40
</TABLE>

                                       iii

<PAGE>

            This Second Amended Plan of Reorganization is proposed by Windsor
Woodmont Black Hawk Resort Corporation, a Colorado corporation, the debtor and
debtor in possession herein.

                                       I.

                      DEFINITIONS AND RULES OF CONSTRUCTION

      A. DEFINITIONS.

            In addition to such other terms as are defined elsewhere in the
Plan, the following terms (which appear in the Plan as capitalized terms) have
the following meanings as used in the Plan:

            "ACQUIRED ASSETS" means the assets to be acquired by Ameristar
pursuant to the Asset Purchase Agreement, as defined in sections 1.1 and 2.1 of
the Asset Purchase Agreement.

            "AD HOC COMMITTEE" means the Ad Hoc Committee of First Mortgage
Noteholders, comprised of the following members: Ableco Finance LLC, Farallon
Capital Management, LLC, Credit Suisse Asset Management, LLC - Leveraged
Investments, Highland Capital Management, LP, Post Advisory Group, TCW Leveraged
Income Trust, LP, and Libra Securities.

            "ADMINISTRATIVE CLAIM" means a Claim for administrative costs or
expenses entitled to priority under Bankruptcy Code section 507(a)(1) or (b).

            "ADMINISTRATIVE TAX CLAIM" means a Claim that a government unit
asserts against the Debtor either for taxes or for related interest or penalties
for any period of time that -- in whole or in part -- falls within the period
from and including the Petition Date through and including the Effective Date.

            "ALLOWED ADMINISTRATIVE CLAIM" means an Administrative Claim that is
allowed as set forth in Section II.B.1.

            "ALLOWED CLAIM" or "ALLOWED INTEREST" means a Claim or Interest,
other than an Administrative Claim, to the extent that:

            (a) Either: (1) a proof of Claim or proof of Interest was timely
Filed; or (2) a proof of Claim or proof of Interest is deemed timely Filed
either under Bankruptcy Rule 3003(b)(1)-(2) or by a Final Order; and

            (b) Either: (1) the Claim or Interest is not a Disputed Claim or a
Disputed Interest; or (2) the Claim or Interest is allowed by a Final Order or
under the Plan.

<PAGE>

            Unless otherwise specified in the Plan, an Allowed Claim does not
include interest on the Claim accruing after the Petition Date. Moreover, any
portion of a Claim that is satisfied or released during the Case is not an
Allowed Claim.

            "AMERISTAR" means Ameristar Casinos, Inc., a Nevada corporation.

            "AMERISTAR STOCK" means the common stock of Ameristar to be issued
to the Debtor in accordance with Section 2.5(b) of the Asset Purchase Agreement
and this Plan and distributed to the holders of Class 9A and Class 9B Interests
in respect of such Class 9A and Class 9B Interests in accordance with Section
5.14 of the Asset Purchase Agreement and this Plan.

            "ASSET PURCHASE AGREEMENT" means that "Asset Purchase Agreement,"
dated as of May 28, 2004, as amended by that "Amendment to Asset Purchase
Agreement," dated as of August 3, 2004, true and correct copies of which are
attached hereto as Exhibits "A" and "B" respectively.

            "AVOIDANCE ACTIONS" means the causes of action held by the Debtor or
the Estate that arise out of Bankruptcy Code sections 510, 542, 544, 547, 548,
549, 550, 551, and 553.

            "BALLOT" means the ballot to vote to accept or reject the Plan.

            "BALLOT DEADLINE" means the deadline established by the Court for
the delivery of executed Ballots to the Ballot Tabulator.

            "BALLOT TABULATOR" means Lori Gauthier, a paralegal at Irell &
Manella LLP (counsel to the Debtor), or any other person or entity designated by
the Debtor to tabulate ballots.

            "BANKRUPTCY CODE" or "CODE" means Title 11 of the United States
Code, 11 U.S.C. Sections 101-1330.

            "BANKRUPTCY COURT" or "COURT" means the United States Bankruptcy
Court for the District of Colorado, or any other court that exercises
jurisdiction over the Case.

            "BANKRUPTCY RULES" means, collectively, (a) the Federal Rules of
Bankruptcy Procedure and (b) the Local Rules of the Bankruptcy Court, as
applicable in the Case.

            "BAR DATE" means the applicable deadline for filing a proof of Claim
or proof of Interest as set forth in the "Order Fixing Deadline for Filing
Proofs of Claim and Proofs of Interest Pursuant to Fed. R. Bank. P. 3003(c)(3)
and 202(a)(7)," entered on the Bankruptcy Court's docket on December 10, 2002,
the "Order Extending Deadline for Filing Proofs of Claim and Proofs of

                                       2
<PAGE>

Interest," entered on the Bankruptcy Court's docket on February 3, 2003, and the
"Order Extending Deadline for Filing Proofs of Claim and Proofs of Interest,"
entered on the Bankruptcy Court's docket on March 3, 2003, or such other
deadline as established by the Bankruptcy Court. Pursuant to such orders, the
original Bar Date was set for January 23, 2003. A supplemental Bar Date for
certain creditors that did not receive notice of the original Bar Date was set
for March 17, 2003.

            "BLACK HAWK BID" means the Black Hawk Business Improvement District.

            "BUSINESS DAY" means a day that is not a Saturday, Sunday, or legal
holiday.

            "CASE" means the Debtor's case under chapter 11 of the Bankruptcy
Code.

            "CASINO" means the casino located in Black Hawk, Colorado that is
owned and operated by the Debtor.

            "CLAIM" means a claim -- as Bankruptcy Code section 101(5) defines
the term "claim" -- against the Debtor or the Debtor's property.

            "CLAIMS/INTERESTS OBJECTION DEADLINE" means the deadlines set forth
in Sections IV.D.3, IV.E.1 and IV.F.1 for objections to Claims or Interests.

            "CLASS" means a group of Claims or Interests as classified in
Section II.C.

            "CLOSING DATE" means the date that the transactions contemplated by
the Asset Purchase Agreement close, as defined in sections 1.1 and 2.8 of the
Asset Purchase Agreement.

            "COLLATERAL" means property, or an interest in property, of the
Estate that is encumbered by a lien to secure payment or performance of a Claim.

            "CONFIRMATION DATE" means the date of entry of the Confirmation
Order.

            "CONFIRMATION HEARING" means the hearing by the Court on
confirmation of the Plan.

            "CONFIRMATION ORDER" means the Court order confirming this Plan.

            "CONTINUING ESTATE" means the Estate on and after the Effective
Date.

            "CONTINUING ESTATE AGREEMENT" means that certain "Continuing Estate
Agreement," a copy of which will be Filed by the Exhibit Filing Date.

            "CONTINUING ESTATE REPRESENTATIVE" means Michael Armstrong, the
Debtor's Chief Financial Officer, or such other individual as appointed by the
Ad Hoc Committee prior to the Effective Date. If for any reason the Continuing
Estate Representative resigns, dies, becomes

                                       3
<PAGE>

incapacitated or is terminated by the Ad Hoc Committee, the Continuing Estate
Representative shall be such other person as determined by the Ad Hoc Committee.

            "CREDITORS' COMMITTEE" means the official committee of unsecured
creditors appointed under Bankruptcy Code section 1102 by the United States
Trustee in the Case.

            "CREDITORS' COMMITTEE COUNSEL" means counsel selected by the
Creditors' Committee in the Case.

            "CREDITORS' COMMITTEE SETTLEMENT AGREEMENT" means the "Agreement
Regarding Plan of Reorganization" by and between the Creditors' Committee and
the Ad Hoc Committee, dated as of June 7, 2004, a true and correct copy of which
is attached hereto as Exhibit "C."

            "CURE PAYMENT" means the payment of cash or the distribution of
other property (as the parties may agree or the Court may order), as necessary
to cure defaults under an executory contract or unexpired lease of the Debtor so
that the Debtor may assume and assign the contract or lease pursuant to
Bankruptcy Code section 365(a).

            "DEBTOR" means Windsor Woodmont Black Hawk Resort Corporation, a
Colorado corporation.

            "DISALLOWED CLAIM" means a Claim, or any portion thereof, that: (a)
is not listed on a Debtor's Schedules, or is listed therein as contingent,
unliquidated, disputed, or in an amount equal to zero, and whose holder has
failed to timely File a proof of Claim; or (b) the Court has disallowed pursuant
to order of the Court.

            "DISBURSING AGENT" means the Continuing Estate Representative or any
entity employed or retained by the Continuing Estate Representative to serve as
disbursing agent under the Plan.

            "DISCLOSURE STATEMENT" means the disclosure statement to accompany
the Plan, as it subsequently may be modified or amended.

            "DISPUTED CLAIM" or "DISPUTED INTEREST" means a Claim or Interest

            (a) As to which a proof of Claim is Filed or is deemed Filed
under Bankruptcy Rule 3003(b)(1) or a proof of Interest was Filed or deemed
Filed under Bankruptcy Rule 3003(b)(2); and

            (b) As to which:

                                       4
<PAGE>

                  a. An objection: (1) has been timely Filed; and (2) has not
      been denied by a Final Order or withdrawn; or

                  b. That Claim or Interest is listed on the Debtor's Schedules
      as disputed, contingent or unliquidated.

            "EFFECTIVE DATE" means the first Business Day (a) that is at least
ten days after the Confirmation Date; (b) on which no stay of the Confirmation
Order is in effect; and (c) on which the Closing Date has occurred.

            "EFFECTIVE DATE CASH" means cash in the Estate on the Effective
Date.

            "ESCROW AGENT" shall have the meaning ascribed to it is Section
2.6(a) of the Asset Purchase Agreement.

            "ESTATE" means the estate created in the Case under Bankruptcy Code
section 541.

            "EXHIBIT FILING DATE" means the date that is the last Business Day
that is at least ten days prior to the date of the Confirmation Hearing.

            "EXISTING COMMON STOCK" means: (i) the shares of the Debtor's common
stock issued and outstanding immediately before the Effective Date, and any
other right or related Claim or Interest with respect to the Existing Common
Stock and (ii) all options, warrants or rights, contractual or otherwise, to
acquire or receive Existing Common Stock, outstanding immediately before the
Effective Date, and any rights to acquire any of the preceding or Claims with
respect thereto.

            "EXISTING PREFERRED STOCK" means the shares of the Debtor's
preferred stock issued and outstanding immediately before the Effective Date,
and any other right or related Claim or Interest with respect to the Existing
Preferred Stock.

            "FF&E LENDER" means David R. Belding, the assignee of Wells Fargo
Bank, N.A. under the FF&E Loan.

            "FF&E LOAN" means that loan pursuant to the Loan Agreement entered
into between the Debtor and Wells Fargo, N.A., as agent and lender, dated
October 2, 2001, referencing a loan in the original principal amount of
$20,800,000, the proceeds of which were utilized by the Debtor to acquire
furniture, fixtures and equipment to be used in connection with the development
and operation of the Casino.

                                       5
<PAGE>

            "FF&E LOAN DOCUMENTS" means all of the documents evidencing the FF&E
Loan, including, without limitation, the Loan Agreement, Promissory Note,
Security Agreement, UCC Financing Statements, First Amendment to Loan Agreement,
and the Assignment, Assumption and Consent Agreement.

            "FF&E SETTLEMENT AGREEMENT" means that "Settlement and Release
Agreement," by and between the Debtor and the FF&E Lender, dated as of May 28,
2004, a true and correct copy of which is attached hereto as Exhibit "D."

            "FILED" means duly and properly filed with the Court and reflected
on the Court's official docket.

            "FINAL ORDER" means an order or judgment of the Court entered on the
Court's official docket:

            (a) that has not been reversed, rescinded, stayed, modified, or
amended;

            (b) that is in full force and effect; and

            (c) with respect to which: (1) the time to appeal or to seek review,
remand, rehearing, or a writ of certiorari has expired and as to which no timely
filed appeal or petition for review, rehearing, remand, or writ of certiorari is
pending; or (2) any such appeal or petition has been dismissed or resolved by
the highest court to which the order or judgment was appealed or from which
review, rehearing, remand, or a writ of certiorari was sought.

            "FIRST MORTGAGE INDENTURE" means the Indenture dated March 14, 2000
by and between the Debtor and the Indenture Trustee pursuant to which the First
Mortgage Notes were issued.

            "FIRST MORTGAGE NOTEHOLDERS" means the holders of First Mortgage
Notes.

            "FIRST MORTGAGE NOTES" means the First Mortgage Notes bearing
interest at 13% per annum, due March 15, 2005, issued under the First Mortgage
Indenture in the principal amount of $100 million.

            "GENERAL UNSECURED CLAIM" means a Claim that is not an
Administrative Claim, an Administrative Tax Claim, a Priority Claim, a Priority
Tax Claim, a Secured Claim, a Secured Tax Claim, a Claim of Hyatt, a Claim of
the First Mortgage Noteholders, or a Claim of the FF&E Lender.

            "GENERAL UNSECURED FUND" means the cash fund in the amount of
$1,000,000 to be

                                       6
<PAGE>

made available to holders of Class 8A Unsecured Claims pursuant to the
Creditors' Committee Settlement Agreement.

            "HYATT" means Hyatt Gaming Management, Inc., a Nevada corporation.

            "HYATT SETTLEMENT AGREEMENT" means that "Agreement Regarding Plan of
Reorganization" by and between the Debtor, Hyatt and the Ad Hoc Committee, dated
as of July 23, 2004, a true and correct copy of which is attached hereto as
Exhibit "E."

            "INDENTURE TRUSTEE" means SunTrust Bank, in its capacity as the
trustee under the First Mortgage Indenture.

            "INSURANCE-COVERED CLAIM" means any Claim against the Debtor that is
an Unsecured Claim and is otherwise covered by the Insurance Policies. To the
extent that the Insurance Policies do not fully cover an Allowed
Insurance-Covered Claim, any excess will constitute a General Unsecured Claim
and receive the treatment provided for Class 8A Claims.

            "INSURANCE POLICIES" means the insurance policies in which the
Debtor is or was at any time a named insured.

            "INTEREST" means the interest, whether or not asserted, of any
holder of an equity security of the Debtor, as defined in Bankruptcy Code
section 101(17), including the Existing Common Stock and the Existing Preferred
Stock, and any Claims arising or relating thereto under Bankruptcy Code section
510(b).

            "LIEN" means a lien, as defined in Section 101(37) of the Code,
except a lien that has been avoided in accordance with Sections 544, 545, 546,
547, 548, or 549 of the Code or is otherwise invalid under the Code or
applicable state law.

            "LIQUIDATION ACCOUNT" means the bank account(s) established by the
Continuing Estate Representative into which the Liquidation Fund Reserve will be
deposited.

            "LIQUIDATION FUND RESERVE" means the amounts, as mutually agreed by
the Debtor and the Ad Hoc Committee (or estimated by the Court if the Ad Hoc
Committee and Debtor cannot reach agreement), necessary to fund, to the extent
unpaid as of the Effective Date: (a) all Allowed Administrative Claims
(including Ordinary Course Administrative Claims, Non-Ordinary Course
Administrative Claims, Professional Fee Claims, Cure Payments, U.S. Trustee
Fees), (b) all Allowed

                                       7
<PAGE>

Priority Claims and Allowed Priority Tax Claims and (c) the fees and expenses of
the Continuing Estate and the Ad Hoc Committee after the Effective Date.

            "NON-ORDINARY COURSE ADMINISTRATIVE CLAIM" means any Administrative
Claim other than an Ordinary Course Administrative Claim, a Professional Fee
Claim, a Cure Payment, or a U.S. Trustee Fee.

            "NOTEHOLDER CASH" means the sum of: (1) all cash paid by Ameristar
and the Escrow Agent on the Closing Date pursuant to section 2.6 of the Asset
Purchase Agreement plus (2) all cash to be paid by Ameristar pursuant to
sections 2.10 and 8.1(c) of the Asset Purchase Agreement minus (3) sufficient
cash to pay (or reserve for) the Allowed Claims in Classes 2, 3, 4, 6, 8A and
8B.

            "ORDINARY COURSE ADMINISTRATIVE CLAIMS" means Administrative Claims
based upon liabilities that the Debtor incurs in the ordinary course of its
business for goods and services and that are unpaid as of the Effective Date.
Ordinary Course Administrative Claims do not include Professional Fee Claims,
Cure Payments, U.S. Trustee Fees, or Administrative Tax Claims.

            "OTHER SECURED CLAIMS" means any Secured Claims that are not
expressly classified under any class other than Class 6.

            "PCL" means PCL Construction Services, Inc., the general contractor
for the construction of the Casino.

            "PCL SETTLEMENT AGREEMENT" means the settlement agreement between
the Debtor and PCL on behalf of itself and the PCL Subcontractors, approved by
the Bankruptcy Court on July 7, 2003.

            "PCL SUBCONTRACTORS" means the subcontractors of PCL in connection
with the construction of the Casino, including, without limitation, AP Eberlein
Co., Inc., Bonitz Flooring Group, Inc., Douglass Roofing Co., Gary Leimer, Inc.,
JGS Construction, Inc., Metropolitan Glass, Inc., Midwest Drywall Co., Otis
Elevator Company, S&W Painting and Decorating, Inc., Sturgeon Electric Co.,
Trautman & Shreve, Inc., and Western States Fire Protection.

            "PETITION DATE" means November 7, 2002.

            "PLAN" means this "Second Amended Plan of Reorganization Proposed by
Debtor Dated: October 12, 2004," as it subsequently may be modified or amended.

                                       8
<PAGE>

            "POST-EFFECTIVE DATE COMMITTEE" means the committee to be formed on
the Effective Date consisting of three (3) persons selected by the Creditors'
Committee prior to the Effective Date.

            "PRIORITY CLAIM" means an Allowed Claim entitled to priority against
the Estate under Bankruptcy Code sections 507(a)(3), 507(a)(4), or 507(a)(6).
Priority Claims do not include any Claims incurred after the Petition Date.

            "PRIORITY TAX CLAIM" means an Allowed Claim entitled to priority
against the Estate under Bankruptcy Code section 507(a)(8). Priority Tax Claims
do not include any Claims incurred after the Petition Date.

            "PROFESSIONAL FEE CLAIM" means

            (a) A Claim under Bankruptcy Code sections 327, 328, 330, 331, 503,
or 1103 for compensation for professional services rendered or expenses incurred
on the Estate's behalf; or

            (b) A Claim either under Bankruptcy Code section 503(b)(4) for
compensation for professional services rendered or under Bankruptcy Code section
503(b)(3)(D) for expenses incurred in making a substantial contribution to an
Estate.

            "PRO RATA" means proportionately so that the ratio of (a) the amount
of consideration distributed on account of a particular Allowed Claim to (b) the
Allowed Claim, is the same as the ratio of (x) the amount of consideration
available for distribution on account of Allowed Claims in the Class in which
the particular Allowed Claim is included to (y) the amount of all Allowed Claims
of that Class.

            "REJECTION DAMAGE CLAIM" means a claim arising under Bankruptcy Code
section 365 from the rejection by the Debtor of a lease or contract.

            "RESIDUAL LIQUIDATION PROCEEDS" means the cash remaining in the
Liquidation Account after all required amounts have been paid, or reserved for,
by the Continuing Estate Representative.

            "SCHEDULE OF ASSUMED AND ASSIGNED AGREEMENTS" means the schedule of
executory contracts and unexpired leases that the Debtor will assume and assign
to Ameristar on the Effective Date. On or before 21 days prior to the
Confirmation Hearing, the initial Schedule of Assumed and Assigned Agreements
will be filed and served on the parties to agreements listed on that schedule.

                                       9
<PAGE>

            "SCHEDULES" means the Schedules of Assets and Liabilities filed by
the Debtor on December 6, 2002, as amended on March 12, 2003, as the same may be
further amended from time to time before the Effective Date.

            "SECURED CLAIM" means a Claim that is secured by a lien on
Collateral. A Claim is a Secured Claim only to the extent of the value of the
claimholder's interest in the Collateral or to the extent of the amount subject
to setoff, whichever is applicable, and as determined under Bankruptcy Code
section 506(a).

            "SECURED TAX CLAIM" means a governmental unit's Secured Claim for
unpaid taxes arising before the Petition Date.

            "STEELMAN" means Paul Steelman, Ltd. and Paul Steelman, an
individual, the architect for the Casino.

            "STEELMAN ADR" means the alternative dispute resolution proceedings
between the Debtor and Steelman.

            "SUBSTANTIAL CONTRIBUTION CLAIMS" means the Claims of the Ad Hoc
Committee and the Indenture Trustee for making a substantial contribution in the
Case, which Claims shall constitute Allowed Administrative Claims pursuant to
Bankruptcy Code section 503(b)(3)(D), and which Claims shall receive treatment
as set forth in Section IV.F.2 of the Plan.

            "TAX CODE" means the Internal Revenue Code of 1986, as amended.

            "TRANSFER PROCEEDS" means the proceeds from the transfer of the
Acquired Assets as provided for in the Asset Purchase Agreement and the Plan.

            "U.S. TRUSTEE" means the Office of the United States Trustee.

            "U.S. TRUSTEE FEES" means fees or charges assessed against the
Estates pursuant to 28 U.S.C. Section 1930.

      B. RULES OF CONSTRUCTION.

            1. The rules of construction in Bankruptcy Code section 102 apply to
this Plan.

            2. Bankruptcy Rule 9006(a) applies when computing any time period
under the Plan.

            3. A term that is used in this Plan and that is not defined in this
Plan has the

                                       10
<PAGE>

meaning attributed to that term, if any, in the Bankruptcy Code or the
Bankruptcy Rules.

            4. The definition given to any term or provision in the Plan
supersedes and controls any different meaning that may be given to that term or
provision in the Disclosure Statement.

            5. Whenever it is appropriate from the context, each term, whether
stated in the singular or the plural, includes both the singular and the plural.

            6. Any reference to a document or instrument being in a particular
form or on particular terms means that the document or instrument will be
substantially in that form or on those terms. No material change to the form or
terms may be made after the Confirmation Date without the consent of any party
materially negatively affected.

            7. Any reference to an existing document means the document as it
has been, or may be, amended or supplemented.

            8. Unless otherwise indicated, the phrase "under the Plan" and
similar words or phrases refer to this Plan in its entirety rather than to only
a portion of the Plan.

            9. Unless otherwise specified, all references to Sections or
Exhibits are references to this Plan's Sections or Exhibits.

            10. The words "herein," "hereto," "hereunder," and other words of
similar import refer to this Plan in its entirety rather than to only a
particular portion hereof.

                                       II.

          DESIGNATION OF CLASSES AND TREATMENT OF CLAIMS AND INTERESTS

      A. SUMMARY AND CLASSIFICATION OF CLAIMS AND INTERESTS.

            This Section classifies Claims and Interests -- except for
Administrative Claims, and Priority Tax Claims, which are not classified -- for
all purposes, including voting, confirmation, and distribution under the Plan. A
Claim or Interest is classified in a particular Class only to the extent that
the Claim or Interest falls within the Class description. To the extent that
part of the Claim or Interest falls within a different Class description, the
Claim or Interest is classified in that different Class. The following table
summarizes the Classes of Claims and Interests under the Plan:

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                                 IMPAIRED/
 CLASS                   DESCRIPTION                                             UNIMPAIRED             VOTING STATUS
 -----                   -----------                                             ----------             -------------
<S>         <C>                                                                  <C>                 <C>
None        Administrative Claims and Priority Tax Claims                        Unimpaired          Not Entitled to Vote
Class 1     Secured Claim of Black Hawk BID                                      Unimpaired          Not Entitled to Vote
Class 2     Secured Claim of PCL                                                  Impaired           Entitled to Vote
Class 3     Secured Claim of Steelman                                             Impaired           Entitled to Vote
Class 4     Secured Claim of FF&E Lender                                          Impaired           Entitled to Vote
Class 5     Secured Claim of First Mortgage Noteholders                           Impaired           Entitled to Vote
Class 6     Other Secured Claims (including Secured Tax Claims)                   Impaired           Entitled to Vote
Class 7     Priority Claims (Other than Priority Tax Claims)                      Impaired           Entitled to Vote
Class 8A    General Unsecured Claims                                              Impaired           Entitled to Vote
Class 8B    Claims of Hyatt                                                       Impaired           Entitled to Vote
Class 9A    Existing Preferred Stock (Series B)                                   Impaired           Entitled To Vote
Class 9B    Existing Preferred Stock (Series A)                                   Impaired           Entitled To Vote
Class 10    Existing Common Stock                                                 Impaired           Deemed to Reject -
                                                                                                     Vote Not Solicited
</TABLE>

            NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PLAN, NO
DISTRIBUTIONS WILL BE MADE AND NO RIGHTS WILL BE RETAINED ON ACCOUNT OF ANY
CLAIM OR INTEREST THAT IS NOT AN ALLOWED CLAIM OR INTEREST.

            The treatment in this Plan, including without limitation, as
provided in the settlement agreements attached to the Plan as Exhibits "C," "D,"
and "E," is in full and complete satisfaction of the legal, contractual, and
equitable rights (including any liens) that each entity holding an Allowed Claim
or an Allowed Interest may have in or against the Debtor, the Estate, the
Continuing Estate, or their respective property. This treatment supersedes and
replaces any agreements or rights those

                                       12
<PAGE>

entities may have in or against the Debtor, the Estate, the Continuing Estate,
or their respective property. All distributions in respect of Allowed Claims
will be allocated first to the principal amount of such Allowed Claim, as
determined for federal income tax purposes, and thereafter, to the remaining
portion of such Allowed Claim, if any.

      B. ALLOWANCE AND TREATMENT OF UNCLASSIFIED CLAIMS (ADMINISTRATIVE CLAIMS,
         AND PRIORITY TAX CLAIMS).

            1. ADMINISTRATIVE CLAIMS.

                  (a) ALLOWANCE OF ADMINISTRATIVE CLAIMS.

            ALLOWANCE OF ORDINARY COURSE ADMINISTRATIVE CLAIMS: An entity
holding an Ordinary Course Administrative Claim may, but need not, File a motion
or request for payment of its Claim. The Continuing Estate Representative, the
Ad Hoc Committee, or any other party in interest may File an objection to an
Ordinary Course Administrative Claim in their discretion. Unless the Continuing
Estate Representative, the Ad Hoc Committee or a party in interest object to an
Ordinary Course Administrative Claim, such Claim will be allowed in accordance
with the terms and conditions of the particular transaction that gave rise to
the Claim.

            ALLOWANCE OF PROFESSIONAL FEE CLAIMS: UNLESS OTHERWISE EXPRESSLY
PROVIDED IN THE PLAN, A PROFESSIONAL FEE CLAIM WILL BE ALLOWED ONLY IF:

            (i) On or before 60 days after the Effective Date, the entity
holding such Professional Fee Claim both Files with the Court a final fee
application or a motion requesting allowance of the fees and serves the
application or motion on the Continuing Estate Representative, the Ad Hoc
Committee, and each of their respective counsel, and the U.S. Trustee; and

            (ii) The Court allows the Claim.

            The Continuing Estate Representative, the Ad Hoc Committee, or any
other party in interest may File an objection to such application or motion
within the time provided by the Bankruptcy Rules or within any other period that
the Court establishes. ENTITIES HOLDING PROFESSIONAL FEE CLAIMS WHO DO NOT
TIMELY FILE AND SERVE A FEE APPLICATION OR MOTION FOR PAYMENT WILL BE FOREVER
BARRED FROM ASSERTING THOSE CLAIMS AGAINST THE DEBTOR, THE ESTATE, THE
CONTINUING ESTATE, OR THEIR RESPECTIVE PROPERTY.

                                       13
<PAGE>

            ALLOWANCE OF CURE PAYMENTS: Cure Payments shall be allowed in
accordance with the procedures set forth in Section III.A.2 of this Plan.

            ALLOWANCE OF NON-ORDINARY COURSE ADMINISTRATIVE CLAIMS: UNLESS
OTHERWISE EXPRESSLY PROVIDED IN THE PLAN, NON-ORDINARY COURSE ADMINISTRATIVE
CLAIMS WILL BE ALLOWED ONLY IF:

            (i) On or before 60 days after the Effective Date, the entity
holding such Non-Ordinary Course Administrative Fee Claim both Files with the
Court a motion requesting allowance of the Non-Ordinary Course Administrative
Claim and serves the motion on the Continuing Estate Representative, the Ad Hoc
Committee, and their respective counsel, and the U.S. Trustee; and

            (ii) The Court allows the Claim by Final Order.

            The Continuing Estate Representative, the Ad Hoc Committee, or any
other party in interest may File an objection to such motion within the time
provided by the Bankruptcy Rules or within any other period that the Court
establishes. ENTITIES HOLDING NON-ORDINARY COURSE ADMINISTRATIVE CLAIMS THAT DO
NOT TIMELY FILE AND SERVE A REQUEST FOR PAYMENT WILL BE FOREVER BARRED FROM
ASSERTING THOSE CLAIMS AGAINST THE DEBTOR, THE ESTATE, THE CONTINUING ESTATE, OR
THEIR RESPECTIVE PROPERTY.

                  (b) TREATMENT OF ADMINISTRATIVE CLAIMS.

            TREATMENT OF ALLOWED ORDINARY COURSE ADMINISTRATIVE CLAIMS: Unless
otherwise agreed, Allowed Ordinary Course Administrative Claims will be paid by
the Continuing Estate Representative in accordance with the terms and conditions
of the particular transaction that gave rise to the Claim.

            TREATMENT OF PROFESSIONAL FEE CLAIMS: Unless otherwise agreed, an
Allowed Professional Fee Claim will be paid by the Continuing Estate
Representative within ten (10) days after the date on which the Court allows
such Claim.

            TREATMENT OF CURE PAYMENTS: Cure Payments will be made to the
non-debtor parties to the executory contracts or unexpired leases, in accordance
with Section III.A.2 of the Plan.

            TREATMENT OF U.S. TRUSTEE FEES UNDER 28 U.S.C. SECTION 1930: The
Continuing Estate Representative will pay to the U.S. Trustee all fees due and
owing under 28 U.S.C. Section 1930 in cash

                                       14
<PAGE>

within five (5) days after the Effective Date.

            TREATMENT OF NON-ORDINARY COURSE ADMINISTRATIVE CLAIMS: Unless the
entity holding a Non-Ordinary Course Administrative Claim allowed by the Court
agrees to different treatment, the Continuing Estate Representative will pay to
that entity cash in the full amount of such Allowed Non-Ordinary Course
Administrative Claim, without interest, on the later of: (i) five (5) days after
the Effective Date, or (ii) five (5) days after the date on which the order
allowing such Non-Ordinary Course Administrative Claim becomes a Final Order.

            2. PRIORITY TAX CLAIMS.

            Unless otherwise agreed, the Continuing Estate Representative will
pay to the entity holding an Allowed Priority Tax Claim cash in the full amount
of the Allowed Priority Tax Claim, without interest, on or before the latest of:
(a) 10 days after the Effective Date; (b) 10 days after the date on which the
Priority Tax Claim becomes an Allowed Priority Tax Claim; and (c) the date on
which the Allowed Priority Tax Claim becomes due and payable in accordance with
its terms. To the extent that an Allowed Priority Tax Claim is not paid on the
Effective Date, the Allowed Priority Tax Claim will accrue interest at the
federal judgment interest rate from the Effective Date through the date of
payment of the Allowed Priority Tax Claim, which interest shall be paid at the
time the Allowed Priority Tax Claim is paid.

      C. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS.

            1. CLASS 1 (SECURED CLAIM OF THE BLACK HAWK BID).

            Class 1 is unimpaired under the Plan, and the legal, equitable, and
contractual rights of the holder of the Allowed Class 1 Claim are unaltered by
the Plan. Pursuant to the Asset Purchase Agreement, Ameristar shall assume all
liabilities and obligations of the Debtor arising under and related to the
municipal bonds issued by the Black Hawk BID. Unless the holder of such Claim
and Ameristar agree to a different treatment, the holder of the Allowed Class 1
Claim shall receive the legal, equitable, and contractual rights to which such
Claim entitles the holder thereof.

            2. CLASS 2 (SECURED CLAIM OF PCL).

            Class 2 is impaired under the Plan. In full satisfaction of the
Allowed Class 2 Claim, and pursuant to the terms of the PCL Settlement
Agreement, PCL (on behalf of itself and the PCL

                                       15
<PAGE>

Subcontractors) shall be paid as follows:

            (1) On the earlier of: (a) October 15, 2004 or (b) the Effective
      Date, the Debtor or the Continuing Estate Representative, as the case may
      be, shall pay PCL $400,000.

            (2) On the earlier of: (a) April 15, 2005 or (b) the Effective Date,
      the Debtor or the Continuing Estate Representative, as the case may be,
      shall pay PCL $400,000.

            Except with respect to the Liens of the Black Hawk BID as provided
in the Asset Purchase Agreement, the Acquired Assets are being transferred to
Ameristar free and clear of any Liens and encumbrances. PCL's Liens against
property of the Estate shall attach only to the cash proceeds received pursuant
to the Asset Purchase Agreement, subject to the provisions of the Plan.

            Pursuant to the terms of the PCL Settlement and the Plan, upon
payment to PCL of $800,000 as provided for above, PCL and the PCL
Subcontractors: (i) shall release (and be deemed to release) all Liens against
property of the Debtor's Estate (subject to the immediately preceding
paragraph), (ii) shall dismiss, with prejudice, any pending litigation against
the Debtor, and/or property of the Estate, and (iii) shall not be entitled to
any other Claim against the Debtor and/or the Estate.

            3. CLASS 3 (SECURED CLAIM OF STEELMAN).

            Class 3 is impaired under the Plan. The amount of such Class 3
Claim, if any, will be determined in connection with the Steelman ADR. In full
satisfaction of the Allowed Class 3 Claim, Steelman shall receive the following
treatment:

            On the later of the Effective Date and the date on which the Class 3
Claim becomes an Allowed Claim, the Continuing Estate Representative shall pay
the Class 3 Claim in full.

            Except with respect to the Liens of the Black Hawk BID as provided
in the Asset Purchase Agreement, the Acquired Assets are being transferred to
Ameristar free and clear of any Liens and encumbrances. Steelman's Liens against
property of the Estate shall attach only to the cash proceeds received pursuant
to the Asset Purchase Agreement, subject to the provisions of the Plan. The
Debtor, the Ad Hoc Committee, or Steelman may request that the Court estimate
the amount of the Class 3 Claim, in which case such estimated amount shall be
reserved from the cash portion of the Transfer Proceeds and deposited into a
segregated bank account administered by the

                                       16
<PAGE>

Continuing Estate Representative until the amount of the Class 3 Claim is fully
and finally determined. In the event the Court has not estimated the Class 3
Claim as of the Effective Date and the Class 3 Claim has not been determined by
the Steelman ADR, $500,000 of the Transfer Proceeds shall be set aside in a
segregated bank account in respect of the Class 3 Claim until such Claim is
fully and finally determined.

            On the Effective Date, Steelman shall release (and shall be deemed
to release) all Liens against property of the Estate (subject to the immediately
preceding paragraph).

            4. CLASS 4 (SECURED CLAIM OF THE FF&E LENDER).

            Class 4 is impaired under the Plan. In full satisfaction of the
Allowed Class 4 Claim, and pursuant to the terms of the FF&E Settlement
Agreement, on the Effective Date, the Debtor shall pay the FF&E Lender cash in
the amount of $11,000,000, less any monthly payments made to the FF&E Lender
during the Case in excess of the $5,000,000 paid to the FF&E Lender during the
Case as of May 1, 2004.

            Except with respect to the Liens of the Black Hawk BID as provided
in the Asset Purchase Agreement, the Acquired Assets are being transferred to
Ameristar free and clear of any Liens and encumbrances. The FF&E Lender's Liens
against property of the Estate shall attach only to the cash proceeds received
pursuant to the Asset Purchase Agreement, subject to the provisions of the Plan.
Pursuant to the FF&E Settlement Agreement and the Plan, on the Effective Date,
the FF&E Lender shall be deemed to release its Liens, Claims and encumbrances
evidenced by the FF&E Loan Documents (subject to the immediately preceding
sentence).

            5. CLASS 5 (SECURED CLAIM OF THE FIRST MORTGAGE NOTEHOLDERS).

            Class 5 is impaired under the Plan. The Class 5 Claim shall
constitute an Allowed Claim in the amount of $107,400,000.00. In full
satisfaction of the Allowed Class 5 Claim, the First Mortgage Noteholders shall
receive the following:

            (1) the Noteholder Cash, which amount the Debtor directs Ameristar
(and the Escrow Agent, as applicable) to pay to the Indenture Trustee in
accordance with Section 2.6(b) of the Asset Purchase Agreement;

            (2) the positive difference, if any, between the Effective Date Cash
and the Liquidation Fund Reserve, which amount shall be paid to the Indenture
Trustee by the Debtor on the

                                       17
<PAGE>

Effective Date; and

            (3) the Residual Liquidation Proceeds as and when they become
available.

            To the extent the amounts set forth in (1) - (3) above are
sufficient to satisfy the Allowed Class 5 Claim in full, the First Mortgage
Noteholders shall be entitled to receive interest on their Allowed Class 5 Claim
at the rate set forth in the First Mortgage Notes or First Mortgage Indenture,
plus reasonable fees, costs, or charges provided for under the First Mortgage
Notes or First Mortgage Indenture.

            In short, pursuant to the Plan, the First Mortgage Noteholders shall
receive all of the cash proceeds generated from the liquidation of the Estate's
assets after all Administrative Claims, Priority Claims, Priority Tax Claims,
Claims in Classes 2, 3, 4, 6, 7, 8A and 8B, and Interests in Classes 9A and 9B
are paid in accordance with the Plan. (Pursuant to the Asset Purchase Agreement,
Ameristar shall assume all liabilities and obligations of the Debtor arising
under and related to the Class 1 Claim).

            Except with respect to the Liens of the Black Hawk BID as provided
in the Asset Purchase Agreement, the Acquired Assets are being transferred to
Ameristar free and clear of any Liens and encumbrances. The First Mortgage
Noteholders' Liens against property of the Estate shall attach to the Noteholder
Cash and the Liquidation Account, subject to the rights of the parties
hereunder.

            6. CLASS 6 (OTHER SECURED CLAIMS)

            Class 6 is impaired under the Plan. Unless the holder of an Allowed
Class 6 Claim agrees to other treatment, on or as reasonably practicable after
the Effective Date, such holder shall receive, at the Continuing Estate's
option: (i) cash in the allowed amount of such holder's Allowed Class 6 Claim,
(ii) the return of the collateral securing such Class 6 Claim, or (iii) (a) the
cure of any default, other than a default of the kind specified in Bankruptcy
Code section 365(b)(2), with respect to such holder's Allowed Class 6 Claim,
without recognition of any default rate of interest or similar penalty or
charge, and upon such cure, no default shall exist, (b) the reinstatement the
maturity of such Allowed Class 6 Claim as the maturity existed before any
default, without recognition of any default rate of interest or similar penalty
or charge, and (c) its unaltered legal, equitable, and contractual rights

                                       18
<PAGE>

with respect to such Allowed Class 6 Claim. Any defenses, counterclaims, rights
or offset or recoupment of the Debtor or the Estate with respect to such Claims
shall vest in and inure to the benefit of the Continuing Estate.

            Except with respect to the Liens of the Black Hawk BID as provided
in the Asset Purchase Agreement, the Acquired Assets are being transferred to
Ameristar free and clear of any Liens and encumbrances. Any Lien of a holder of
an Allowed Class 6 Claim shall attach only to the cash proceeds received
pursuant to the Asset Purchase Agreement, subject to the provisions of the Plan.

            7. CLASS 7 (PRIORITY CLAIMS, OTHER THAN PRIORITY TAX CLAIMS)

            Class 7 is impaired under the Plan. Unless the entity holding an
Allowed Class 7 Claim agrees otherwise, the Continuing Estate Representative
shall pay to each holder of an Allowed Class 7 Claim, in full satisfaction of
such Claim, cash in the full amount of the Allowed Class 7 Claim, on or before
the latest of: (a) 10 days after the Effective Date; (b) 10 days after the date
on which the Class 7 Claim becomes an Allowed Class 7 Claim; and (c) the date on
which the Allowed Class 7 Claim becomes due and payable in accordance with its
terms. To the extent that an Allowed Priority Claim is not paid on the Effective
Date, the Allowed Priority Claim will accrue interest at the federal judgment
interest rate from the Effective Date through the date of payment of the Allowed
Priority Claim, which interest shall be paid at the time the Allowed Priority
Claim is paid.

            8. CLASS 8A (GENERAL UNSECURED CLAIMS).

            Class 8A is impaired under the Plan. Pursuant to the Creditors'
Committee Settlement Agreement, holders of Allowed Class 8A Claims shall receive
a Pro Rata share of the General Unsecured Fund (i.e., $1,000,000). On the
Effective Date, the General Unsecured Fund shall be transferred to the
Creditors' Committee Counsel to be held in trust for distribution to holders of
Allowed Class 8A Claims.

            In accordance with the Creditors' Committee Settlement Agreement, on
the Effective Date, $100,000 shall be transferred to the Creditors' Committee
Counsel to fund attorneys' fees and expenses incurred by the Post-Effective Date
Committee in objecting to Class 8A Claims and in implementing the Plan. The
$100,000 to be provided to the Creditors' Committee Counsel in respect of claim
objections shall be in addition to the $1,000,000 that will be distributed to
holders of Class

                                       19
<PAGE>

8A Claims.

            9. CLASS 8B (CLAIMS OF HYATT).

            Class 8B is impaired under the Plan. In full satisfaction of the
Allowed Class 8B Claim, Hyatt shall receive the treatment set forth in the Hyatt
Settlement Agreement, attached hereto as Exhibit "E," the terms of which are
incorporated herein by this reference. The Confirmation Order shall constitute
an order approving, authorizing and directing the Debtor to enter into, and
effectuating the Hyatt Settlement Agreement and each and every term contained
therein.

            10. CLASS 9A (EXISTING PREFERRED STOCK - SERIES "B").

            Class 9A is impaired under the Plan. Pursuant to the terms of the
Asset Purchase Agreement and the Plan, the Debtor, or Ameristar on behalf of and
at the instruction of the Debtor pursuant to Section 2.12 of the Asset Purchase
Agreement, as the case may be, shall distribute to holders of Allowed Class 9A
Interests such holder's Pro Rata share of $1,271,186.44 in Ameristar Stock, as
calculated pursuant to Section 2.5(b) of the Asset Purchase Agreement. All Class
9A Interests shall constitute Allowed Interests.

            11. CLASS 9B (EXISTING PREFERRED STOCK - SERIES "A")

            Class 9B is impaired under the Plan. Pursuant to the terms of the
Asset Purchase Agreement and the Plan, the Debtor, or Ameristar on behalf of and
at the instruction of the Debtor pursuant to Section 2.12 of the Asset Purchase
Agreement, as the case may be, shall distribute to holders of Allowed Class 9B
Interests such holder's Pro Rata share of $1,228,813.56 in Ameristar Stock, as
calculated pursuant to Section 2.5(b) of the Asset Purchase Agreement. All Class
9B Interests shall constitute Allowed Interests.

            12. CLASS 10 (EXISTING COMMON STOCK)

            Class 10 is impaired under the Plan. Class 10 Interests will receive
and retain no value under the Plan, and Allowed Class 10 Interests will be
cancelled on the Effective Date without payment of any consideration.

                                      III.

              TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

      A. ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

            1. SCHEDULE OF ASSUMED AND ASSIGNED AGREEMENTS.

                                       20
<PAGE>

            On the Effective Date, each of the executory contracts and unexpired
leases designated for assumption and assignment under the Asset Purchase
Agreement and listed on the Schedule of Assumed and Assigned Agreements shall be
assumed by the Debtor and assigned to Ameristar. On or before 21 days prior to
the Confirmation Hearing, the initial Schedule of Assumed and Assigned
Agreements will be filed and served on the parties to agreements listed on that
schedule.

            The Debtor reserves the right to amend the Schedule of Assumed and
Assigned Agreements at any time prior to the Effective Date to: (a) delete any
executory contract or unexpired lease and provide for its rejection under the
Plan or otherwise, or (b) add any executory contract or unexpired lease and
provide for its assumption and assignment to Ameristar. The Debtor will provide
notice of any amendment to the Schedule of Assumed and Assigned Agreements to
the party or parties to the agreement affected by the amendment.

            The Confirmation Order will constitute a Court order approving the
assumption and assignment, on the Effective Date, of the executory contracts and
unexpired leases identified on the Schedule of Assumed and Assigned Agreements.

            2. CURE PAYMENTS.

            The Schedule of Assumed and Assigned Agreements also identifies the
Cure Payments that Bankruptcy Code sections 365(b)(1)(A) or (B) require be paid
in order to cure defaults under the executory contracts and unexpired leases to
be assumed and assigned under the Plan. The Debtor reserves the right to amend
the Schedule of Assumed and Assigned Agreements, including modifying the
proposed Cure Payments, up to the Effective Date.

            As required by Bankruptcy Code section 365(b)(1), any and all
monetary defaults under each executory contract and unexpired lease to be
assumed and assigned under this Plan will be satisfied as set forth in this
subsection.

            As required by Bankruptcy Code section 365(b)(1), any and all
monetary defaults under each executory contract and unexpired lease to be
assumed and assigned under this Plan will be satisfied in one of the following
two ways: (a) the Continuing Estate Representative will pay to the non-debtor
party to the executory contract or unexpired lease the Cure Payments, as set
forth on

                                       21
<PAGE>

the Schedule of Assumed and Assigned Agreements, in cash within 10 days
following the Effective Date; or (b) the Continuing Estate Representative will
satisfy any other terms that are agreed to by the non-debtor party to an
executory contract or unexpired lease that will be assumed and assigned.

            If, however, a dispute arises regarding: (a) the amount of any
proposed Cure Payments; (b) whether adequate assurance of future performance
under an executory contract or unexpired lease to be assumed and assigned has
been provided, to the extent required under the Bankruptcy Code; or (c) any
other matter pertaining to a proposed assumption and assignment, the proposed
Cure Payments will be made within 10 days after entry of a Final Order resolving
the dispute and approving the assumption and assignment.

            3. OBJECTIONS TO ASSUMPTION AND ASSIGNMENT OR PROPOSED CURE
PAYMENTS.

            Any entity who is a party to an executory contract or unexpired
lease that will be assumed and assigned under the Plan and who either contends
that the proposed Cure Payment specified on the Schedule of Assumed and Assigned
Agreements is incorrect or otherwise objects to the contemplated assumption and
assignment must File with the Court and serve upon the Debtor and its counsel,
counsel to the Ad Hoc Committee, counsel to the Creditors' Committee and counsel
to Ameristar a written statement and supporting declaration stating the basis
for its objection. This statement and declaration must be Filed and served by no
later than 15 days after the filing of the Schedule of Assumed and Assigned
Agreements, or any amendments to the Schedule of Assumed and Assigned Agreements
(only with respect to an executory contract or unexpired lease added to the
Schedule of Assumed and Assigned Agreements by such an amendment, or with
respect to any proposed Cure Payment that is reduced by such an amendment). Any
entity that fails to timely File and serve such a statement and declaration will
be deemed to waive any and all objections to the proposed assumption and
assignment and the proposed Cure Payments.

            4. RESOLUTION OF CLAIMS RELATING TO ASSUMED AND ASSIGNED AGREEMENTS.

            In accordance with the procedures set forth in Section III.A.2
relating to the Cure Payments, payment of the Cure Payments with respect to
executory contracts or unexpired leases that will be assumed and assigned under
the Plan shall be deemed to satisfy, in full, any prepetition arrearage or
Rejection Damage Claim asserted in a Filed proof of Claim or listed in the
Schedules,

                                       22
<PAGE>

irrespective of whether the Cure Payment is less than the amount set forth in
such proof of Claim or the Schedules. Upon the tendering of the Cure Payment,
such Claim shall be disallowed, without further order of the Court or action by
any party.

      B. REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

            1. REJECTED AGREEMENTS.

            On the Effective Date, the Debtor will reject all executory
contracts and unexpired leases -- except for any agreements that were previously
assumed or rejected or that will be assumed and assigned under the Plan -- to
the extent that these agreements constitute executory contracts or unexpired
leases under Bankruptcy Code section 365.

            The Confirmation Order will constitute a Court order approving the
rejection, on the Effective Date, of the executory contracts and unexpired
leases not assumed and assigned under the Plan.

            2. BAR DATE FOR REJECTION DAMAGE CLAIMS.

            Any Rejection Damage Claim or other Claim for damages arising from
the rejection under the Plan of an executory contract or unexpired lease must be
Filed and served upon the Continuing Estate Representative, the Ad Hoc
Committee, the Post-Effective Date Committee, and their respective counsels,
within 30 days after the mailing of notice of the occurrence of the Effective
Date. Any such Claims that are not timely Filed and served will be forever
barred and unenforceable against the Debtor, the Estate, the Continuing Estate,
and their respective property, and entities holding these Claims will be barred
from receiving any distributions under the Plan on account of such untimely
Claims.

                                       IV.

                MEANS OF EXECUTION AND IMPLEMENTATION OF THE PLAN

            The Plan does not contemplate the continuation of the Debtor or the
Debtor's business (other than by Ameristar). The Plan provides for the transfer
of the Acquired Assets to Ameristar (or its assignee) free and clear of any and
all Liens, Claims and other encumbrances in accordance with the Asset Purchase
Agreement (except as otherwise provided in the Asset Purchase Agreement and

                                       23
<PAGE>

the Plan). The Plan provides that the Debtor's remaining assets (other than the
Ameristar Stock) will be liquidated or otherwise reduced to cash and that the
proceeds from the liquidation of assets of the Estate will be distributed by the
Continuing Estate Representative to the holders of various Claims and Interests
in the manner provided for in the Plan. The Plan also provides for the approval
of certain settlement agreements with holders of Allowed Claims (Class 4, Class
8A, and Class 8B).

            The Plan, together with the Asset Purchase Agreement and the
Confirmation Order, shall constitute a "plan of reorganization" as such term is
used in Sections 354 and 361 of the Tax Code. The transactions contemplated by
the Plan, the Asset Purchase Agreement, and the Confirmation Order together
shall constitute a "reorganization" within the meaning of Section 368 of the Tax
Code. Approval of this Plan by the Debtor and the confirmation of this Plan by
the Bankruptcy Court shall together constitute the adoption by the Debtor of a
plan of complete liquidation pursuant to which all of the Debtor's assets
remaining following transfer to Ameristar pursuant to the Asset Purchase
Agreement shall be distributed to holders of Allowed Claims and Allowed
Interests as provided herein. Within thirty (30) days following the Effective
Date, the Continuing Estate Representative shall file with the Internal Revenue
Service a completed IRS Form 966.

      A. FUNDING OF THE PLAN.

            Obligations required to be satisfied in cash under the Plan on and
after the Effective Date will be satisfied from the cash portion of the Transfer
Proceeds paid by Ameristar on the Effective Date, the Effective Date Cash, and
amounts deposited into the Liquidation Account.

      B. TRANSFER OF THE ACQUIRED ASSETS TO AMERISTAR.

            1. GENERALLY.

            In accordance with the Asset Purchase Agreement, which is
incorporated by reference as if fully set forth herein, Ameristar (or its
assignee) shall acquire the Acquired Assets for the consideration set forth in
section 2.5 of the Asset Purchase Agreement. The terms and conditions of the
transfer of the Acquired Assets to Ameristar shall be governed by the Asset
Purchase Agreement. To the extent that there is an inconsistency between the
Asset Purchase Agreement and the Plan regarding the transfer of the Acquired
Assets, the terms of the Asset Purchase Agreement shall control. Except as set
forth herein, the Acquired Assets shall be transferred to Ameristar free and

                                       24
<PAGE>

clear of any and all Liens, Claims, interests and encumbrances.

            2. APPROVAL OF TRANSFER OF THE ACQUIRED ASSETS.

            The Confirmation Order shall constitute an order of the Bankruptcy
Court approving the transfer of the Acquired Assets to Ameristar, as provided
for in the Plan and the Asset Purchase Agreement, and all the transactions
contemplated by the Asset Purchase Agreement, pursuant to Bankruptcy Code
Sections 363(b), (f) and (m), 1123(a)(5)(D) and (b)(4), and 1129.

      C. APPROVAL OF SETTLEMENT AGREEMENTS.

            The Confirmation Order shall constitute an order of the Bankruptcy
Court approving, authorizing and directing the Debtor to enter into, the FF&E
Settlement Agreement and the Hyatt Settlement Agreement. The FF&E Settlement
Agreement and the Hyatt Settlement Agreement provide for the compromise of
claims, the release of certain liens, claims and interests by the parties
thereto, and the treatment of the FF&E Lender's Claims and Hyatt's Claims
pursuant to the Plan. The Confirmation Order shall also constitute an order of
the Bankruptcy Court approving the Creditors' Committee Settlement Agreement.

      D. THE CONTINUING ESTATE.

            1. CONTINUATION OF THE ESTATE.

            On and after the Effective Date, the Continuing Estate shall hold
title to all of the assets of the Estate, as well as any property acquired after
the Effective Date that otherwise would become property of the Estate under
Bankruptcy Code section 541, free and clear of all Claims, liens, encumbrances,
and other interests, except as otherwise provided in the Plan. The Continuing
Estate shall hold such assets for the benefit of the entities that are entitled
under the Plan to receive that property or the net proceeds of that property.
The Continuing Estate shall not be authorized to operate any business, but shall
have the rights, powers, and duties conferred upon the Continuing Estate and the
Continuing Estate Representative pursuant to the Continuing Estate Agreement and
this Plan. The Continuing Estate shall be fully liquidated and cash shall be
distributed to holders of Allowed Claim and Interests as soon as is reasonably
practicable following the Effective Date.

            2. APPOINTMENT OF THE CONTINUING ESTATE REPRESENTATIVE.

            The Confirmation Order shall appoint, effective on the Effective
Date, Michael

                                       25
<PAGE>

Armstrong (or such other individual as designated by the Ad Hoc Committee) to
act as the Continuing Estate Representative to administer the Continuing Estate
pursuant to the Plan. The Continuing Estate Representative shall serve without
any bond and shall act in accordance with the Continuing Estate Agreement and
the Plan. The Continuing Estate Representative shall be entitled to receive, on
a monthly basis, payment of fees and reimbursement of reasonable expenses,
without further Court approval, from the assets of the Continuing Estate, in
accordance with the Continuing Estate Agreement. The Continuing Estate
Representative shall serve for the duration of the Continuing Estate, subject to
earlier death, resignation, incapacity or removal as specifically provided in
the Continuing Estate Agreement.

            The Continuing Estate Representative shall be authorized, without
further order of the Court, to employ such persons, including professionals, as
deemed necessary to enable the Continuing Estate Representative to perform its
functions under the Plan, and the costs of such employment and other
expenditures shall be paid solely from assets of the Continuing Estate; provided
however, that any and all fees and expenses incurred by the Continuing Estate
Representative (including professional fees) shall not exceed $250,000 unless
otherwise agreed to in writing by the Ad Hoc Committee. The Debtor expects that
the Continuing Estate Representative will retain Irell & Manella, LLP (counsel
to the Debtor during the Case) as its counsel.

            3. POWERS AND DUTIES OF THE CONTINUING ESTATE REPRESENTATIVE.

            On and after the Effective Date, the Continuing Estate
Representative shall be the duly authorized representative of the Continuing
Estate for the purpose of implementing this Plan. Among other things, the
Continuing Estate Representative shall have the following rights, powers and
duties:

            a. Hold and distribute, in accordance with the Plan, all assets
transferred to the Continuing Estate. After the Effective Date, the affairs of
the Continuing Estate and all assets held or controlled by the Continuing Estate
Representative shall be managed under the direction of the Continuing Estate
Representative in accordance with the terms of the Continuing Estate Agreement.

            b. Object to Claims and Interests, except for Claims and Interests
classified in Class 1, Class 2, Class 4, Class 5, Class 8A, Class 8B, Class 9A,
and Class 9B and prosecute or settle such objections and defend claims and
counterclaims asserted in connection therewith

                                       26
<PAGE>

(including by way of example the Debtor's rights of recoupment, setoff or
otherwise). Except as otherwise provided in Section II.B.1, above (regarding
allowance of Administrative Claims) and Section IV.E.1 (regarding objections to
Class 8A Claims which right shall be vested in the Post-Effective Date
Committee), objections to any Claims or Interests shall be Filed and served upon
the holder of such Claim or Interest no later than the date (the
"Claims/Interests Objection Deadline") that is the later of (a) 120 days after
the Effective Date, unless extended by the Court, and (b) 120 days after the
date on which a proof of Claim or Interest has been Filed, unless extended by
the Court.

            c. Administer the collection, prosecution, settlement or abandonment
of Avoidance Actions; provided, however, that the Continuing Estate
Representative shall not commence an Avoidance Action without the written
consent of the Ad Hoc Committee.

            d. File all tax and regulatory forms, returns, reports and other
documents required with respect to the Continuing Estate. Any federal and state
income or franchise tax returns of the Debtor filed after the Effective Date
shall be submitted to Ameristar for its review and approval at least twenty (20)
days prior to the earlier of the filing or due date thereof, and the Continuing
Estate Representative shall make such changes to such tax returns as Ameristar
reasonably requests.

            e. As directed by the Ad Hoc Committee, file suit or any appropriate
motion for relief in the Court or in any other court of competent jurisdiction
to resolve any claim, disagreement, conflict or ambiguity in connection with the
implementation of the Asset Purchase Agreement and any other exercise of its
rights, powers or duties.

            f. As soon as practicable, but in no event later than 10 days after
the Effective Date, serve the notice of Effective Date on all holders of Claims
and Interests. The notice of Effective Date shall include a notice that the bar
date for filing Rejection Damage Claims (or other Claims for damages arising
from the rejection under the Plan of executory contracts or unexpired leases)
shall be 30 days after the mailing of notice of the Effective Date, as set forth
in Section III.B.2.

            g. Take all steps necessary to wind up the affairs of the Debtor and
the Case and

                                       27
<PAGE>

take all such action as is necessary to enable the Debtor to comply with its
obligations under the Asset Purchase Agreement and the Plan.

            h. Take all necessary actions and File all appropriate motions to
obtain an order closing the Case.

            i. Dissolve (or cause to be dissolved) the Debtor corporation
pursuant to the laws of the State of Colorado after the liquidation of the
Debtor's remaining assets and the distribution of all of the assets of the
Estate to the holders of various Claims and Interests in the manner provided for
in the Plan.

            j. Submit all required U.S. Trustee quarterly reports and pay all
required U.S. Trustee Fees until the Case is closed.

            k. Pursuant to Rule 12g-4 of the Securities Exchange Act of 1934, as
amended, file a Form 15, "Certification of termination of registration of a
class of securities under Section 12 or notice of suspension of duty to file
reports pursuant to Section 13 and 15(d) of the Act."

            4. TERMINATION OF THE CONTINUING ESTATE.

            The Continuing Estate shall terminate when the Continuing Estate
Representative has performed all of its duties under the Plan and the Continuing
Estate Agreement, including the final distribution of all the property of the
Continuing Estate, which date shall not be more than 14 months after the
Effective Date; provided, however, that the Ad Hoc Committee may, in its sole
discretion, keep the Continuing Estate open so long as shall be necessary to
liquidate and distribute property and resolve any and all litigation relating to
the Plan, the Asset Purchase Agreement, or the Case.

            5. ADDITIONAL PROVISIONS OF THE CONTINUING ESTATE AGREEMENT.

            In addition to the provisions in the Plan with respect to the
Continuing Estate Representative, the Continuing Estate Agreement will provide
for, among other things, other actions to be taken by the Continuing Estate
Representative, the removal of the Continuing Estate Representative or
appointment of a successor Continuing Estate Representative, and the effect of
actions by the Continuing Estate Representative. To the extent not set forth in
the Plan, the functions of the Continuing Estate, the powers and duties of the
Continuing Estate Representative, and the rights of the holders of property in
the Continuing Estate shall be governed by the provisions

                                       28
<PAGE>

of the Continuing Estate Agreement.

      E. THE POST-EFFECTIVE DATE COMMITTEE.

            1.    MANAGEMENT AND POWERS OF THE POST-EFFECTIVE DATE COMMITTEE.

            The Post-Effective Date Committee shall be formed on the Effective
Date and shall consist of three (3) Persons to be selected by the Creditors'
Committee prior to the Effective Date. The Post-Effective Date Committee shall
have the ability and authority to: (a) object to any and all Class 8A Claims,
(b) prosecute or settle such objections and defend claims and counterclaims
asserted in connection therewith (including by way of asserting the Debtor's
rights of recoupment, setoff or otherwise), (c) commence or continue proceedings
to estimate the amount of any Class 8A Claim, and (d) take any other action
related to the foregoing; provided, however, that objections to any Class 8A
Claims shall be Filed and served upon the holder of such Claim no later than the
date that is the later of (a) 120 days after the Effective Date, unless extended
by the Court, and (b) 120 days after the date on which a proof of Claim or
Interest has been Filed, unless extended by the Court. After the Effective Date,
only the Post-Effective Date Committee shall have the authority to File, settle,
compromise, withdraw or litigate to judgment objections to Class 8A Claims.

            2.    EMPLOYMENT AND COMPENSATION OF PROFESSIONALS.

            The Post-Effective Date Committee is authorized, without further
order of the Court, to employ such Persons, including professionals, as it may
deem necessary to enable it to perform its functions under the Plan. In
accordance with the Creditors' Committee Settlement Agreement, on the Effective
Date, $100,000 (the "Creditors' Fund") shall be transferred to the Creditors'
Committee Counsel to fund all attorneys' fees and expenses incurred by the
Post-Effective Date Committee and its members in objecting to Class 8A Claims
and in implementing the Plan; provided, however, that the fees and expenses
incurred by the Post-Effective Date Committee shall not exceed $100,000 and no
amounts in excess of the Creditor's Fund shall be transferred to the
Post-Effective Date Committee for any reason whatsoever. The Debtor expects that
the Post-Effective Date Committee will retain Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP (counsel to the Creditors' Committee during the Case) as
its counsel.

                                       29
<PAGE>

            3.    DISSOLUTION OF THE POST-EFFECTIVE DATE COMMITTEE.

            The Post-Effective Date Committee shall be dissolved on the third
Business Day after the earlier of: (1) the resolution of all Class 8A Disputed
Claims and (2) the final distribution to holders of Allowed Class 8A Claims. To
the extent that, at the time of such dissolution, any portion of the Creditor's
Fund remains unspent, such amounts shall be immediately transferred to the
Continuing Estate Representative to be deposited into the Liquidation Account
for distribution in accordance with the Plan.

      F. THE AD HOC COMMITTEE.

            1.    POST-EFFECTIVE DATE POWERS.

            On and after the Effective Date, the Ad Hoc Committee shall be
authorized to: (1) object to Claims and Interests, except for Claims and
Interests classified in Class 1, Class 2, Class 4, Class 5, Class 8A and Class
8B, (2) enforce the rights of the Debtor and the Estate under the Asset Purchase
Agreement and (3) take all necessary actions to implement the Plan. Except as
otherwise provided in Section II.B.1 (regarding allowance of Administrative
Claims) and Section IV.E.1 (regarding objections to Class 8A Claims which right
shall be vested in the Post-Effective Date Committee), the Ad Hoc Committee
shall File and serve objections upon the holder of such Claim or Interest no
later than the Claims/Interests Objection Deadline, unless extended by the
Court.

            2.    PAYMENT OF AD HOC COMMITTEE AND INDENTURE TRUSTEE SUBSTANTIAL
                  CONTRIBUTION CLAIMS.

            In recognition the Ad Hoc Committee's and Indenture Trustee's
substantial contribution to the Case, and pursuant to Bankruptcy Code section
503(b)(3)(D), the reasonable fees and expenses incurred after the Petition Date
by the Ad Hoc Committee and Indenture Trustee (including attorney's fees and
financial advisor fees) shall be paid, without further application by or on
behalf of such professionals to the Court and without notice and a hearing
(other than the Confirmation Hearing), from the Noteholder Cash. The Ad Hoc
Committee and the Indenture Trustee will submit to the Debtor or the Continuing
Estate Representative, as the case may be, an invoice detailing such fees and
expenses incurred. The Indenture Trustee shall reserve such invoiced amounts
from the Noteholder Cash and shall pay such invoiced amounts, to the entity or
entities designated by the Ad Hoc Committee, out of the Noteholder Cash within
five (5) Business Days after the later of: (i) the

                                       30
<PAGE>

Effective Date and (ii) receipt of such invoices by the Indenture Trustee.

      G. DISTRIBUTION OF PROPERTY UNDER THE PLAN.

            The following procedures set forth in the Plan apply to
distributions made pursuant to this Plan by the Continuing Estate Representative
(and with respect to Class 8A Claims, the Creditor's Committee Counsel). The
Continuing Estate Representative and the Creditor's Committee Counsel will serve
without bond and make all distributions under the Plan, except where otherwise
provided. In connection with the Plan, to the extent applicable, the Continuing
Estate Representative and Creditor's Committee Counsel in making cash
distributions under the Plan shall comply with all tax withholding and reporting
requirements imposed on it by any governmental unit, and all distributions
pursuant to the Plan shall be subject to such withholding and reporting
requirements. The Continuing Estate Representative and Creditor's Committee
Counsel may withhold the entire cash distribution due to any holder of an
Allowed Claim until such time as such holder provides the necessary information
to comply with any withholding requirements of any governmental unit.

            1.    MANNER OF CASH PAYMENTS UNDER THE PLAN.

            Cash payments to domestic entities holding Allowed Claims will be
tendered in U.S. Dollars and will be made by checks drawn on a domestic bank or
by wire transfer from a domestic bank. Payments made to foreign creditors
holding Allowed Claims may be paid, at the option of the Continuing Estate
Representative or the Creditor's Committee Counsel, as applicable, in such funds
and by such means as are necessary or customary in a particular foreign
jurisdiction.

            2.    NO DE MINIMIS DISTRIBUTIONS.

            Notwithstanding anything to the contrary in this Plan, no cash
payment of less than $25 will be made to any entity. No consideration will be
provided in lieu of the de minimis distributions that are not made under this
Section.

            3.    NO DISTRIBUTION WITH RESPECT TO DISPUTED CLAIMS.

            No payments of cash or distributions of other property or other
consideration of any kind shall be made on account of any Disputed Claim unless
and until such Claim becomes an Allowed Claim or is deemed to be such for
purposes of distribution, and then only to the extent that the Claim becomes, or
is deemed to be for distribution purposes, an Allowed Claim. The presence

                                       31
<PAGE>

of a Disputed Claim in any Class will not be a cause to delay distribution to
Allowed Claims in that Class or in other Classes, so long as a reserve is
created for the Disputed Claim in accordance herewith. Any holder of a Claim
that becomes an Allowed Claim after the Effective Date will receive its
distribution within 10 days from the date that such Claim becomes an Allowed
Claim.

            4.    NO STOCK DISTRIBUTIONS TO HOLDERS OF CLAIMS.

            All Ameristar Stock issued in connection with the Asset Purchase
Agreement shall be distributed solely to holders of Class 9A and Class 9B
Interests in respect of such Interests. Under no circumstances shall the
Ameristar Stock be distributed, paid, or otherwise transferred in respect of any
Claims.

            5.    DELIVERY OF DISTRIBUTIONS AND UNDELIVERABLE/UNCLAIMED
                  DISTRIBUTIONS.

                  (a) DELIVERY OF DISTRIBUTIONS IN GENERAL.

            The Continuing Estate Representative or the Creditor's Committee
Counsel, as the case may be, shall make distributions to each holder of an
Allowed Claim by mail as follows: (a) at the address set forth on the proof of
Claim filed by such holder of an Allowed Claim; (b) at the address set forth in
any written notice of address change delivered to the Disbursing Agent after the
date of any related proof of Claim; and (c) at the address reflected in the
Schedules if no proof of Claim is filed and the Continuing Estate Representative
or the Creditor's Committee Counsel, as the case may be, has not received a
written notice of a change of address.

                  (b) UNDELIVERABLE AND UNCLAIMED DISTRIBUTIONS.

            If the distribution to the holder of any Allowed Claim is returned
as undeliverable, no further distribution shall be made to such holder unless
and until the Continuing Estate Representative or the Creditor's Committee
Counsel, as the case may be, is notified in writing of such holder's then
current address. Subject to the other provisions of the Plan, undeliverable
distributions shall remain in the possession of the Continuing Estate
Representative or the Creditor's Committee Counsel, as the case may, be pursuant
to this Section until such time as a distribution becomes deliverable. All
undeliverable cash distributions will be held in unsegregated, interest-bearing
bank accounts for the benefit of the entities entitled to the distributions.
These entities will be entitled to any interest actually earned on account of
the undeliverable distributions. The bank

                                       32
<PAGE>

account will be maintained in the name of the Continuing Estate Representative
or the Creditor's Committee Counsel, as the case may be, but it will be
accounted for separately.

            Any holder of an Allowed Claim who does not assert a claim in
writing for an undeliverable distribution within one year after the Effective
Date shall no longer have any claim to or interest in such undeliverable
distribution, and shall be forever barred from receiving any distributions under
this Plan, or from asserting a Claim against the Debtor, the Estate, Continuing
Estate, or their respective property, and the Claim giving rise to the
undeliverable distribution will be discharged.

            Any undeliverable distributions that are not claimed under this
Section will be transferred to the Continuing Estate Representative to be
deposited into the Liquidation Account. Nothing contained in the Plan shall
require the Debtor, the Continuing Estate Representative, or Creditor's
Committee Counsel to attempt to locate any holder of an Allowed Claim.

                  (c) ESTIMATION OF DISPUTED CLAIMS FOR DISTRIBUTION PURPOSES.

            The Continuing Estate Representative or the Creditor's Committee
Counsel may move for a Court order estimating any Disputed Claim. The estimated
amount of any Disputed Claim so determined by the Court shall constitute the
maximum recovery that the holder thereof may recover after the ultimate
liquidation of its Disputed Claim, irrespective of the actual amount ultimately
allowed.

      H. CANCELLATION OF INTERESTS.

            On the Effective Date, all Interests in the Debtor (including
Existing Common Stock and Existing Preferred Stock) will be cancelled, annulled,
and extinguished, and will be deemed to of no further force or effect without
any further action by any party. The holders of Class 9A and Class 9B Interests
shall receive in consideration for such cancellation, annulment, and
extinguishment the Ameristar Stock, as provided in the Asset Purchase Agreement
and this Plan.

      I. TERMINATION OF OFFICERS AND DIRECTORS.

            On and after the Effective Date, and without further action by any
party: (A) the Debtor shall have no right to operate a business; (B) the
Debtor's officers and directors automatically will be terminated; provided,
however, that notwithstanding the foregoing, the Continuing Estate
Representative, the Ad Hoc Committee and the Post-Effective Date Committee shall
have and retain such authority as set forth in the Plan to dispose of the assets
of the Continuing Estate and otherwise

                                       33
<PAGE>

implement the Plan in accordance with its terms. On the Effective Date, the
Debtor shall be deemed liquidated and dissolved as a corporate entity pursuant
to applicable law, without further action by any entity. The Continuing Estate
Representative shall be authorized to execute any documents that implement or
are in aid of this Section.

                                       V.

                            MISCELLANEOUS PROVISIONS

      A. REVOCATION OF PLAN/NO ADMISSIONS.

            The Debtor, with the written consent of the Ad Hoc Committee,
reserves the right to revoke or withdraw the Plan prior to the Confirmation
Date. Notwithstanding anything to the contrary in the Plan, if the Plan is not
confirmed or the Effective Date does not occur, the Plan will be null and void,
and nothing contained in the Plan or the Disclosure Statement will: (a) be
deemed to be an admission by the Debtor with respect to any matter set forth in
the Plan, including liability on any Claim or the propriety of any Claim's
classification; (b) constitute a waiver, acknowledgment, or release of any
Claims against, or any Interests in, the Debtor, or of any claims of the Debtor;
or (c) prejudice in any manner the rights of the Debtor, the Estate, or any
creditors in any further proceedings.

      B. DISSOLUTION OF CREDITORS' COMMITTEE.

            On the Effective Date, the Creditors' Committee shall be released
and discharged from the rights and duties arising from or related to the Case,
except with respect to final applications for professionals' compensation. The
professionals retained by the Creditors' Committee and the members thereof shall
not be entitled to compensation or reimbursement of expenses for any services
rendered or expenses incurred after the Effective Date, except for services
rendered and expenses incurred in connection with any applications by such
professionals or Creditors' Committee members for allowance of compensation and
reimbursement of expenses pending on the Effective Date or timely Filed after
the Effective Date as provided in the Plan, as approved by the Court.

      C. EXEMPTION FROM CERTAIN TRANSFER TAXES.

                                       34
<PAGE>

            In accordance with Bankruptcy Code section 1146(c), the issuance,
transfer or exchange of a security, or the making or delivery of an instrument
of transfer under the Plan may not be taxed under any law imposing a stamp tax
or similar tax.The Confirmation Order shall direct all governmental officials
and agents to forego the assessment and collection of any such tax or
governmental assessment and to accept for filing and recordation any of the
foregoing instruments or other documents without payment of such tax or other
governmental assessment.

      D. MODIFICATIONS OF PLAN.

            Subject to the restrictions set forth in Bankruptcy Code section
1127, the Debtor, with the written consent of the Ad Hoc Committee, reserves the
right to alter, amend, or modify the Plan before its substantial consummation.

      E. PLAN SHALL NOT AFFECT RIGHTS OF FIRST PLACE LLC.

            Notwithstanding any other provision of the Plan or the Asset
Purchase Agreement, the rights and interests of First Place LLC in connection
with the real property subject to the state court litigation pending in the
District Court for Gilpin County, Colorado (the "Disputed Property") shall
remain unaffected; provided, however, that to the extent a court of competent
jurisdiction determines that the Debtor possesses any rights with respect to the
Disputed Property (including any ownership rights and/or the Debtor's right to
compel First Place to convey all or a portion of the Disputed Property to the
Debtor), such rights of the Debtor shall be deemed part of the Acquired Assets.

      F. POST-EFFECTIVE DATE EFFECT OF EVIDENCES OF CLAIMS OR INTERESTS.

            Commencing on the Effective Date, notes, certificates, warrants, and
other evidences of Claims against the Debtor will represent only the right to
receive the distributions contemplated under the Plan.

      G. SUCCESSORS AND ASSIGNS.

            The rights, benefits, and obligations of any entity named or
referred to in this Plan shall be binding on, and shall inure to the benefit of,
any heir, executor, administrator, successor, or assign of such entity.

      H. SATURDAY, SUNDAY OR LEGAL HOLIDAY.

            If any payment or act under the Plan is required to be made or
performed on a day that

                                       35
<PAGE>

is not a Business Day, then the payment or act may be completed on the next day
that is a Business Day, in which event the payment or act will be deemed to have
been completed on the required day.

      I. HEADINGS.

            The headings used in the Plan are inserted for convenience only and
do not constitute a portion of this Plan or in any manner affect the provisions
of this Plan or their meaning.

      J. SEVERABILITY OF PLAN PROVISIONS.

            If before confirmation the Court holds that any Plan term or
provision is invalid, void, or unenforceable, the Court may alter or interpret
that term or provision so that it is valid and enforceable to the maximum extent
possible consistent with the original purpose of that term or provision. That
term or provision will then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the Plan's
remaining terms and provisions will remain in full force and effect and will in
no way be affected, impaired, or invalidated. The Confirmation Order will
constitute a judicial determination providing that each Plan term and provision,
as it may have been altered or interpreted in accordance with this Section, is
valid and enforceable under its terms.

      K. GOVERNING LAW.

            Unless a rule of law or procedure is supplied by (a) federal law
(including the Bankruptcy Code and Bankruptcy Rules), or (b) an express choice
of law provision in any agreement, contract, instrument, or document provided
for, or executed in connection with, the Plan, the rights and obligations
arising under the Plan and any agreements, contracts, documents, and instruments
executed in connection with the Plan shall be governed by, and construed and
enforced in accordance with, the laws of the State of Colorado without giving
effect to the principles of conflict of laws thereof.

                                       VI.

                       EFFECT OF CONFIRMATION OF THE PLAN

      A. NON-DISCHARGE OF THE DEBTOR.

            Upon the Effective Date, Bankruptcy Code section 1141 shall become
applicable with respect to the Plan. In accordance with Bankruptcy Code section
1141(d)(A)(3), this Plan does not discharge the Debtor. Bankruptcy Code section
1141 nevertheless provides, among other things, that the property dealt with by
the Plan is free and clear of all Claims and Interests of creditors,

                                       36
<PAGE>

equity security holders, and of general partners of the Debtor. Accordingly, no
entity holding a Claim against or Interest in the Debtor may receive any payment
from, or seek recourse against, any assets that are to be distributed under this
Plan other than assets required to be distributed to that entity under the Plan.
As of the Effective Date, all parties are precluded from asserting against any
property that is to be distributed under this Plan any Claims, rights, causes of
action, liabilities, or Interests based upon any act, omission, transaction, or
other activity that occurred before the Effective Date except as expressly
provided in this Plan or the Confirmation Order.

      B. BINDING EFFECT OF PLAN AND INJUNCTIONS.

            Immediately upon the occurrence of the Effective Date, the terms of
the Plan (including, without limitation, the terms of the settlement agreements
attached to the Plan as exhibits "C," "D" and "E" and incorporated herein by
reference) and the Confirmation Order shall be deemed binding upon the Debtor,
any and all holders of Claims or Interests (including, without limitation, the
Indenture Trustee) (irrespective of whether such Claims or Interests are
impaired under the Plan or whether the holders of such Claims or Interests
accepted, rejected or are deemed to have accepted or rejected the Plan), any and
all non-Debtor parties to executory contracts and unexpired leases with the
Debtor, any and all non-Debtor parties who hold either a legal or equitable
interest in any of the Acquired Assets (including, without limitation, the
Indenture Trustee) and any and all entities who are parties to or are subject to
the settlements, compromises, releases, discharges and injunctions described in
the Plan and the respective heirs, executors, administrators, successors or
assigns, if any, of any of the foregoing.

            The Confirmation Order is and shall be (i) effective as a
determination that, on the Effective Date of the Plan, except as otherwise
provided in the Asset Purchase Agreement and the Plan, all Liens existing as to
the Acquired Assets prior to such date have been unconditionally released,
discharged, and terminated as to the Acquired Assets, and that the conveyance of
the Acquired Assets has been effected, and all parties asserting one or more
Liens are hereby permanently enjoined from asserting any such Lien against the
Acquired Assets or Ameristar (or its assignee), except for Liens which are
otherwise provided for in the Plan and Asset Purchase Agreement, and (ii)
binding upon and govern the acts of all entities including without limitation,
all

                                       37
<PAGE>

filing agents, filing officers, title agents, title companies, recorders of
mortgages, recorders of deeds, registrars of deeds, registrars of patents,
trademarks or other intellectual property, administrative agencies, governmental
departments, secretaries of state, federal, state, and local officials, and all
other persons and entities who may be required by operation of law, the duties
of their office, or contract, to accept, file, register or otherwise record or
release any documents or instruments, or who may be required to report any title
or state of title in or to any of the Acquired Assets.

            As of the Effective Date, all entities that have held, currently
hold or may hold a Claim or other debt or liability against the Debtor or its
property or an Interest or any other right related to an Interest of the Debtor
are permanently enjoined from taking any of the following actions on account of
any such discharged Claims, debts or liabilities or terminated Interest or
rights: (i) commencing or continuing in any manner any action or other
proceeding against Ameristar (or its assignee) and its property, including the
Acquired Assets; (ii) enforcing, attaching, collecting or recovering in any
manner any judgment, award, decree or order against Ameristar (or its assignee)
and its property, including the Acquired Assets; (iii) creating, perfecting or
enforcing any Lien or encumbrance against Ameristar (or its assignee) and its
property, including the Acquired Assets; and (iv) commencing or continuing any
action, in any manner or any place, that does not comply with or is inconsistent
with the provisions of the Plan or the Bankruptcy Code.

      C. PAYMENT OF U.S. TRUSTEE FEES.

            The Continuing Estate Representative shall pay all U.S. Trustee Fees
in accordance with Sections II.B.1 and IV.D.3.

      D. RETENTION OF JURISDICTION.

            Notwithstanding the entry of the Confirmation Order or the
occurrence of the Effective Date, the Court shall retain jurisdiction over the
Case after the Effective Date to the fullest extent provided by law, including
the jurisdiction to:

            1. Allow, disallow, determine, liquidate, classify, establish the
priority or secured or unsecured status of, estimate, or limit any Claim or
Interest;

            2. Grant or deny any and all applications for allowance of
compensation or reimbursement of expenses authorized pursuant to the Bankruptcy
Code or the Plan, for periods

                                       38
<PAGE>

ending on or before the Effective Date;

            3. Resolve any motions pending on the Effective Date to assume,
assume and assign, or reject any executory contract or unexpired lease to which
the Debtor is a party or with respect to which the Debtor may be liable and to
hear, determine and, if necessary, liquidate, any and all Claims arising
therefrom;

            4. Ensure that distributions to holders of Allowed Claims, including
but not limited to Administrative Claims, are accomplished pursuant to the
provisions of the Plan;

            5. Resolve any and all applications, motions, adversary proceedings,
and other matters involving the Debtor that may be pending on the Effective Date
or that may be instituted thereafter in accordance with the terms of the Plan;

            6. Enter such orders as may be necessary or appropriate to implement
or consummate the provisions of the Plan and all contracts, instruments,
releases, and other agreements or documents entered into in connection with the
Plan;

            7. Resolve any and all controversies, suits, or issues that may
arise in connection with the consummation, interpretation, or enforcement of the
Plan or any entity's rights or obligations in connection with the Plan;

            8. Modify the Plan before or after the Effective Date pursuant to
Bankruptcy Code section 1127, or modify the Disclosure Statement or any
contract, instrument, release, or other agreement or document created in
connection with the Plan or Disclosure Statement; or remedy any defect or
omission or reconcile any inconsistency in any order of the Court, the Plan, the
Disclosure Statement, or any contract, instrument, release, or other agreement
or document created in connection with the Plan or Disclosure Statement, in such
manner as may be necessary or appropriate to consummate the Plan, to the extent
authorized by the Bankruptcy Code;

            9. Issue injunctions, enter and implement other orders, or take such
other actions as may be necessary or appropriate to restrain interference by any
entity with consummation or enforcement of the Plan;

            10. Enter and implement such orders as are necessary or appropriate
if the Confirmation Order is for any reason modified, stayed, reversed, revoked,
or vacated;

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<PAGE>

            11. Determine any other matters that may arise in connection with or
relate to the Plan, the Disclosure Statement, the Confirmation Order, or any
contract, instrument, release, or other agreement or document created in
connection with the Plan or the Disclosure Statement; and

            12. Enter an order closing the Case.

            If the Court abstains from exercising jurisdiction or is otherwise
without jurisdiction over any matter, this section shall have no effect upon and
shall not control, prohibit, or limit the exercise of jurisdiction by any other
court having competent jurisdiction with respect to such matter.

                                      VII.

                          RECOMMENDATION AND CONCLUSION

            The Debtor believes that Plan confirmation and implementation are
preferable to any feasible alternative because the Plan will provide entities
holding Allowed Claims and holders of Existing Preferred Stock Interests with
substantially greater recoveries than the alternatives. Accordingly, the Debtor
urges entities who hold impaired Claims and Interests to vote to accept the Plan
by checking the box marked "Accept" on their Ballots and then returning the
Ballots to the Ballot Tabulator by the Ballot Deadline, as directed in the Plan
and Disclosure Statement.

Dated: October ___, 2004                      Windsor Woodmont Black Hawk Resort
                                              Corporation

                                              __________________________________
                                              By: Michael Armstrong
                                              Its: Chief Financial Officer

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