Exhibit 2.2


                      IN THE UNITED STATES BANKRUPTCY COURT

                              DISTRICT OF COLORADO

In re                                                      Case No. 02-28089-ABC
WINDSOR WOODMONT BLACK HAWK
RESORT CORPORATION, a/k/a the Black                        Chapter 11
Hawk Casino by Hyatt, a Colorado Corporation,

EIN 75-2720870,


                                   Debtor.
--------------------------------------------------------------

--------------------------------------------------------------------------------

                        DISCLOSURE STATEMENT TO ACCOMPANY

      PLAN OF REORGANIZATION PROPOSED BY THE DEBTOR DATED: AUGUST 11, 2004
--------------------------------------------------------------------------------

<PAGE>


                                TABLE OF CONTENTS

I.     INTRODUCTION............................................................1


         A.       The Purpose of this Disclosure Statement.....................2


         B.       Brief Summary of the Plan....................................3


         C.       Summary of Entities Entitled to Vote on the Plan and
                  of Certain Requirements Necessary for Confirmation
                  of the Plan..................................................4


         D.       Confirmation Hearing, Voting Procedures, Balloting
                  Deadline, and Other Important Dates, Deadlines, and
                  Procedures...................................................5


                  1.       Voting Procedures and Deadlines.....................5


                  2.       Date of the Confirmation Hearing and Deadlines
                           for Objections to Confirmation of the Plan..........5

         E.       Important Notices and Cautionary Statements..................6


         F.       Additional Information.......................................7



II.     BACKGROUND INFORMATION.................................................8


         A.       The Debtor's PrePetition Business and Operations.............8


                  1.       General Background..................................8


                  2.       The Debtor's Debt Structure.........................9


                  3.       The Debtor's Equity Structure......................12


                  4.       The Debtor's Financial Difficulties and the
                           Events Leading to the Commencement of the
                           Chapter 11 Case....................................14


         B.       The Commencement of the Case................................15


         C.       Significant Events Since the Commencement of the Case.......15


                  1.       Rejection of the Hyatt Management Agreement and
                           PostPetition Management of the Casino..............15


                  2.       Determinations and Agreements Regarding Cash
                           Collateral.........................................16


                  3.       Receiver's Payment of Claims.......................17


                  4.       Retention of Professionals and Appointment of
                           the Creditors' Committee...........................17


                  5.       Transfer of the Debtor's Assets....................18

                                       i

<PAGE>


                  6.       Other Significant Events in the Case...............23


                  7.       Claims.............................................29


                  8.       Executory Contracts and Unexpired Leases...........32


                  9.       Avoidance Actions..................................33



III.     SUMMARY OF THE PLAN..................................................33


         A.       Classification of Claims and Interests under the Plan.......34


                  1.       Unclassified Claims................................35


                  2.       Classified Claims and Interests....................38


         B.       Treatment of Executory Contracts and Unexpired Leases.......45


                  1.       Assumption and Assignment of Executory
                           Contracts and Unexpired Leases.....................45

                  2.       Rejection of Executory Contracts and Unexpired
                           Leases.............................................48


                  3.       Contracts Entered into after the Petition Date.....48


         C.       Means of Execution and Implementation of the Plan...........48


                  1.       Funding of the Plan................................49


                  2.       Transfer of the Acquired Assets to Ameristar.......49


                  3.       Approval of Settlement Agreements..................49


                  4.       The Continuing Estate..............................50


                  5.       The PostEffective Date Committee...................53


                  6.       The Ad Hoc Committee...............................54


                  7.       Cancellation of Interests..........................55


                  8.       Termination of Officers and Directors..............55


         D.       Other Plan Provisions.......................................55


                  1.       Exculpation........................................55


                  2.       Revocation of Plan/No Admissions...................56


                  3.       Dissolution of Creditors' Committee................56


                  4.       Exemption from Certain Transfer Taxes..............56

                                       ii

<PAGE>



                  5.       Modifications of Plan..............................57


         E.       Effect of Confirmation of the Plan..........................57


                  1.       NonDischarge of the Debtor.........................57


                  2.       Binding Effect of Plan and Injunctions.............57


                  3.       Payment of U.S. Trustee Fees.......................59


                  4.       Retention of Jurisdiction..........................59


         F.       Consulting Agreements.......................................59



IV.     CONFIRMATION PROCEDURES...............................................59


         A.       Voting and Right to be Heard at Confirmation................60


                  1.       Who may Support or Object to Confirmation of
                           the Plan...........................................60


                  2.       Who may Vote to Accept or Reject the Plan..........60


                  3.       What is an Allowed Claim or Interest for Voting
                           Purposes...........................................60


                  4.       What is an Impaired Claim..........................60


                  5.       Who is not Entitled to Vote........................61


                  6.       Votes Necessary to Confirm the Plan................61


                  7.       Request for Confirmation Despite Nonacceptance
                           by Impaired Classes................................61


         B.       "Best Interests Test."......................................62


         C.       Feasibility.................................................63


         D.       Cramdown....................................................64


         E.       Risks.......................................................64


         F.       Effective Date..............................................65



V.     CERTAIN TAX CONSEQUENCES OF THE PLAN...................................65



VI.     RECOMMENDATION AND CONCLUSION.........................................65

                                      iii

<PAGE>


I. INTRODUCTION

          Windsor Woodmont Black Hawk Resort Corporation, a Colorado corporation
(the "Debtor"), filed a voluntary petition under Chapter 11 of Title 11 of the
United States Code (the "Bankruptcy Code" or "Code") on November 7, 2002 (the
"Petition Date"), thereby commencing Case Number 02-28089-ABC (the "Case"),
currently pending before the United States Bankruptcy Court for the District of
Colorado (the "Bankruptcy Court"). Since the Petition Date, the Debtor has
managed its affairs as a debtor and debtor in possession pursuant to sections
1107 and 1108 of the Code.

          The Debtor is the proponent of the "Plan of Reorganization Proposed By
Debtor Dated August 11, 2004" (the "Plan"), a copy of which is attached as
Exhibit "1" to this Disclosure Statement. [The Bankruptcy Court has determined
that this Disclosure Statement contains "adequate information" within the
meaning of Code section 1125, and has authorized the Debtor to transmit it to
holders of Claims and Interests in connection with the solicitation of votes
with respect to the Plan.]1

          The Debtor recommends that you vote to accept the Plan because it
believes that the Plan provides the greatest possible recovery to holders of
Claims and Interests, that acceptance of the Plan is in the best interests of
all parties, and that any alternative would result in a significantly reduced
recovery to holders of Claims and Interests, as well as delay, uncertainty, and
expense. Each holder of a Claim or Interest entitled to vote on the Plan should,
however, review the Plan and Disclosure Statement, including all exhibits,
carefully and in their entirety and determine whether or not to accept or reject
the Plan based upon that creditor's independent judgment and evaluation. The
description of the Plan in this Disclosure Statement is in summary form and is
qualified by reference to the actual terms and conditions of the Plan, which
should be reviewed carefully before making a decision to accept or reject the
Plan.

          Any capitalized term not otherwise defined in this Disclosure
Statement has the meaning ascribed to it in the Plan. (See Article I.A of the
Plan - Definitions). Such definitions set forth in the Plan are incorporated in
this Disclosure Statement by this reference as though fully set forth herein. To
the extent that there is any inconsistency between the terms contained herein
and those contained in the Plan, the terms of the Plan shall govern.

-------------------
1 - Bracketed text to be inserted once Disclosure Statement is approved by the
    Bankruptcy Court.

<PAGE>


          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.

     A.   The Purpose of this Disclosure Statement.

          The Code requires that the proponent of a plan of reorganization
prepare and file with the Bankruptcy Court a "disclosure statement" that
provides information of a kind, and in sufficient detail, that would enable a
typical holder of a claim or interest in a class impaired under the plan to make
an informed judgment about the plan. This Disclosure Statement provides such
information regarding the Debtor, the Case, and the Plan, as well as information
regarding the deadlines for casting Ballots with respect to the Plan, the
deadlines for objecting to confirmation of the Plan, and the requirements that
must be satisfied in order for the Bankruptcy Court to confirm the Plan. Holders
of Claims and Interests should read this Disclosure Statement, the Plan, and all
of the accompanying exhibits in their entirety in order to ascertain:

          1. How the Plan will affect their Claims against and Interests in the
Debtor;

          2. Their rights with respect to voting for or against the Plan;

          3. Their rights with respect to objecting to confirmation of the Plan;
and

          4. How and when to cast a Ballot and/or file objections with respect
to the Plan.

          This Disclosure Statement, however, cannot and does not provide
holders of Claims and Interests with legal or other advice, or inform such
parties of all aspects of their rights. Holders of Claims against and Interests
in the Debtor are advised to consult with their lawyers and/or financial
advisors to obtain more specific advice regarding how the Plan will affect them
and regarding their best course of action with respect to the Plan.

          This Disclosure Statement has been prepared by the Debtor in good
faith and in compliance with applicable provisions of the Code. Based upon
information currently available, the Debtor believes that the information

                                       2

<PAGE>


contained in this Disclosure Statement is correct, in all material respects, as
of the date of its dissemination. With certain exceptions, the Disclosure
Statement does not and will not reflect events that occur after the filing of
the Disclosure Statement with the Bankruptcy Court, and, in the case of the
financial information provided with this Disclosure Statement, is necessarily
limited to the reporting period prior to the filing of the Disclosure Statement
with the Bankruptcy Court, and the Debtor assumes no duty and presently does not
intend to prepare or distribute any amendments or supplements to reflect such
events; provided, however, that current financial information may be provided in
connection with confirmation of the Plan as required by the applicable
provisions of the Code or the Bankruptcy Court.

     B.   Brief Summary of the Plan.2


          The Plan does not contemplate the continuation of the Debtor's
business. Except as otherwise provided in the Plan and the Asset Purchase
Agreement, the Plan provides for the transfer of the Acquired Assets to
Ameristar (or its assignee) free and clear of any Claims, Liens and encumbrances
in accordance with the Asset Purchase Agreement. A copy of the Asset Purchase
Agreement is attached to the Plan as Exhibits "A" and "B" (amendment). The Plan
contemplates 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
transfer of the Acquired Assets (including the Ameristar Stock) and the other
assets will be distributed to the holders of various Claims and Interests to the
extent provided for in the Plan.

          The Plan also incorporates and implements (a) a settlement by and
among the Debtor, the Ad Hoc Committee and Hyatt, which is further described in
Section II.C.6.a,3 below, (b) a settlement between the Debtor and the FF&E
Lender, which is further described in Section II.C.6.b, below, and (c) an
agreement by and between the Ad Hoc Committee and the Creditors' Committee that
provides for the treatment of Class 8A General Unsecured Creditors under the
Plan. The Plan also reflects an agreement between the Debtor and the Ad Hoc
Committee regarding the amount to be distributed in respect of Class 9A and
Class 9B Interests.


-------------------
2 - A more detailed description of the term of the Plan is provided in Section
    III., below.
3 - Unless otherwise indicated, Section references are to sections of this
    Disclosure Statement.

                                       3

<PAGE>


          Section III.A, below, sets forth a brief summary of the classification
and voting status of Claims and Interests under the Plan. The information set
forth in the table is a summary reference only and is qualified in its entirety
by the contents of the Plan, which shall be controlling. Each holder of a Claim
or Interest is referred to the Plan annexed as Exhibit "1" hereto for further
and more detailed information regarding the classification and treatment of
Claims and Interests provided under the Plan.

     C.   Summary of Entities Entitled to Vote on the Plan and of Certain
          Requirements Necessary for Confirmation of the Plan.


          Only holders of allowed Claims and Interests in Classes 4, 5, 8A, 8B,
9A and 9B (collectively, the "Voting Classes"), are entitled to vote on the Plan
because such Classes are the only Classes that are "impaired" (within the
meaning of section 1124 of the Code) and that will receive or retain property
under the Plan. (Although Class 10 is impaired, holders of Interests in this
Class will receive or retain no value on account of their Class 10 Interests,
and this Class is therefore deemed to reject the Plan). Classes 1, 2, 3, 6 and 7
are unimpaired and therefore not entitled to vote on the Plan. Entities holding
Administrative Claims and Priority Tax Claims are not classified and are not
entitled to vote on the Plan. Any party that disputes the Debtor's
characterization of its Claim as unimpaired must, by the Ballot Deadline, obtain
a finding from the Bankruptcy Court that its Claim is impaired in order to vote
on the Plan. See Section III.A hereof for a description of the various Classes
of Claims and Interests, and of the treatment of such Claims and Interests under
the Plan, and see Section IV.A. hereof for an explanation of impairment, and the
entities that are entitled to vote on the Plan.

          The Bankruptcy Court may confirm the Plan only if at least one Class
of impaired Claims has voted to accept the Plan (without counting the votes of
any insiders whose Claims are classified within that Class), and if certain
statutory requirements are met as to both nonconsenting members within a
consenting Class and as to dissenting Classes. A Class of Claims has accepted
the Plan only when more than one-half in number and at least two-thirds in
amount of the Allowed Claims actually voting in that Class vote in favor of the
Plan. A Class of Interests has accepted the Plan only when two-thirds in amount
of the Allowed Interests actually voting in that Class vote in favor of the
Plan. See Section IV hereof for a description of other requirements for
acceptance and confirmation of the Plan.

                                       4

<PAGE>


     D.   Confirmation Hearing, Voting Procedures, Balloting Deadline, and
          Other Important Dates, Deadlines, and Procedures.

          1. Voting Procedures and Deadlines.


          In voting to accept or reject the Plan, please use only the Ballot
sent to you with this Disclosure Statement, and please carefully read the voting
instructions on the Ballot for an explanation of the applicable voting
procedures and deadlines. If, after reviewing this Disclosure Statement, you
believe that you hold an impaired Claim or Interest and that you are entitled to
vote on the Plan but you did not receive a Ballot, or if your Ballot is damaged
or lost, please send a written request for a Ballot to the Ballot Tabulator at
the address set forth below.

          Any holder of a Claim or Interest in a Voting Class who wants to vote
to accept or reject the Plan must complete the enclosed Ballot and return it to
Ms. Elena Fedorov, Legal Assistant, Irell & Manella LLP, 840 Newport Center
Drive, Suite 400, Newport Beach, California 92660 (the "Ballot Tabulator"), so
that it is actually received by the Ballot Tabulator no later than the Ballot
Deadline (as defined below). Ballots do not constitute proofs of claim or
interest, or amendments to proofs of claim or interest.

          All Ballots must be signed and be returned to and actually received by
the Ballot Tabulator by no later than [___________], 2004 [DATE TO BE
ESTABLISHED BY COURT], at 4:00 p.m. Pacific Time (the "Ballot Deadline").
Ballots received after the Ballot Deadline, and Ballots sent directly to the
Debtor, the Bankruptcy Court, or any person or entity other than the Ballot
Tabulator, will not be counted in connection with confirmation of the Plan.

     2.   Date of the Confirmation Hearing and Deadlines for Objections to
          Confirmation of the Plan.


          The hearing to determine whether the Bankruptcy Court will confirm the
Plan (the "Confirmation Hearing") will commence on a date to be set by the
Bankruptcy Court in the Courtroom of the Honorable A. Bruce Campbell, United
States Bankruptcy Judge for the District of Colorado, Courtroom C, United States
Bankruptcy Court, United States Custom House, 721 19th Street, Denver, Colorado.
The Confirmation Hearing may be continued from time to time by announcement in
open Court, without further notice.

                                       5

<PAGE>

          Any objections to confirmation must be filed with the Bankruptcy Court
and served on the following entities by no later than [____________], 2004 [DATE
TO BE ESTABLISHED BY COURT]: (a) Windsor Woodmont Black Hawk Resort Corporation,
111 Richman Street, Black Hawk, Colorado 80422, Attention: Timothy G. Rose and
Michael L. Armstrong; (b) Irell & Manella LLP, 840 Newport Center Drive, Suite
400, Newport Beach, California 92660, Attention: William N. Lobel, Esq. and
Albert Choi, Esq.; (c) Rubner Padjen Plotkin and Laufer LLC, 1600 Broadway,
Suite 2600, Denver, Colorado 80202, Attention: Paul Rubner, Esq. and Joel
Laufer, Esq.; (d) Klee, Tuchin, Bogdanoff & Stern LLP, Fox Plaza, 2121 Avenue of
the Stars, 33rd Floor, Los Angeles, California 90067-5061, Attention: Michael
Tuchin, Esq. and David Fidler, Esq.; (e) Linquist & Vennum, 600 17th Street, S.,
Suite 2125, Denver, CO 80202, Attention Craig Christensen, Esq.; (f) The Office
of the United States Trustee, 999 18th Street, Suite 1551, Denver, CO 80202,
Attention: Joanne Speirs, Esq., (g) Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, 10100 Santa Monica Blvd., 11th Floor, Santa Monica, California 90067,
Attention: Thomsen Young, Esq.; (h) Connolly, Rosania & Lofstedt, P.C., 390
Interlocken Crescent, Suite 490, Broomfield, CO 80021, Attention: Joseph G.
Rosania, Esq.; and (i) Gibson, Dunn & Crutcher LLP, 4 Park Plaza, Suite 1500,
Irvine, CA 92614, Attention: Oscar Garza, Esq. Please refer to the accompanying
notice of the Confirmation Hearing for specific requirements regarding the form
and nature of objections to confirmation of the Plan.

     E.   Important Notices and Cautionary Statements.

          No representations concerning the Plan are authorized by the Debtor
other than those set forth in this Disclosure Statement. The information
contained in this Disclosure Statement has been provided by the Debtor from the
Debtor's books and records and from other sources. In reaching your decision on
how to vote on the Plan, the Debtor recommends that you not rely on any
representation or inducement made to secure your acceptance or rejection of the
Plan that is not contained in this Disclosure Statement or in the Plan itself.

          Certain directors, officers, attorneys, accountants, financial
advisors and other professionals employed by the Debtor have assisted in the
preparation of this Disclosure Statement based upon factual information and
assumptions respecting financial, business, and accounting data provided by the

                                       6

<PAGE>


Debtor and third parties. While those directors, officers and third parties who
have contributed to this Disclosure Statement have used their best efforts to
ensure the accuracy of the Disclosure Statement and the data presented herein,
they have not independently verified such information and the representations
made herein are solely the representations of the Debtor, and are not
representations made individually by such directors, officers and/or third
parties.

          This Disclosure Statement may not be relied upon for any purpose other
than to determine how to vote on the Plan. Nothing contained in this Disclosure
Statement shall be deemed advice on the tax or other legal effects of the Plan
on holders of Claims or Interests. Holders of Claims or Interests should consult
their personal counsel or tax advisor on any questions or concerns respecting
tax or other legal consequences of the Plan.

          The financial data relied upon in formulating the Plan is based on the
Debtor's books and records, including the Debtor's audited financial statements
prepared in accordance with GAAP and the reporting requirements of the
Securities and Exchange Commission. The Debtor represents that everything stated
in this Disclosure Statement is true to its best knowledge. The Debtor does not
represent, however, that everything stated in this Disclosure Statement is
without any inaccuracy.

          CAUTIONARY STATEMENT:
          ---------------------

          Certain information included in this Disclosure Statement and its
exhibits, including information about Ameristar, contains forward looking
statements within the meaning of the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended. Such forward looking statements are
based on information available when such statements are made, and concern future
results, the occurrence of which involves risks and uncertainties that could
cause actual results to differ materially from those predicted in the
statements. With respect to Ameristar, please consult Ameristar's Form 10-Q (for
the quarterly period ended June 30, 2004) and Form 10-K (for the fiscal year
ended December 31, 2003) filed by Ameristar with the U.S. Securities and
Exchange Commission, which are attached hereto as Exhibits 4 and 5,
respectively, for information about forward looking statements pertaining to
Ameristar.

     F.   Additional Information.

                  If you have any questions about the procedures for voting on
the Plan, desire another copy of a Ballot, or seek further information about the
timing and deadlines with respect to confirmation of the Plan, please write to

                                       7

<PAGE>


the Ballot Tabulator. The Ballot Tabulator, however, cannot and will not provide
holders of Claims or Interests with any advice, including advice regarding how
to vote on the Plan, or the legal effect that confirmation of the Plan will have
upon Claims against or Interests in the Debtor. An inquiry to the Ballot
Tabulator will not change the Ballot Deadline.

          As provided in the Plan, material modifications to the Plan, exhibits
to the Plan or documents related to the Plan may be made. Finally, all pleadings
filed in the Case are on file with the Clerk of the Bankruptcy Court and
available for review during normal business hours. Written requests for a copy
of any specific pleading or document may also be made to the Ballot Tabulator.

          Approval of this Disclosure Statement is not a determination as to
whether or not the Plan is confirmable and is not a recommendation by the Court
as to whether or not you should support or oppose the Plan.

II. BACKGROUND INFORMATION

     A.   The Debtor's Pre-Petition Business and Operations.

          1. General Background.

          The Debtor is the developer and owner of what was known, prior to May
14, 2003, as the Black Hawk Casino by Hyatt (the "Casino") located in Black
Hawk, Colorado.4 The Casino, which opened for business on December 20, 2001, is
an upscale, integrated limited stakes gaming casino, entertainment and parking
facility. The Casino is the largest casino in Black Hawk, with approximately
425,000 square feet, 57,000 square feet of which is used for gaming. The Casino
also features more gaming machines than any other casino in Black Hawk. The
interior decor of the Casino resembles the Rocky Mountain surroundings and uses
rocks, wood, and landscapes natural to Colorado as part of the interior design.

          The Casino provides patrons with a broad selection of gaming
activities, lounges, dining options, and entertainment areas. The dining options
at the Casino range from a steak house to a high quality buffet, and include a

-------------------

4 - As discussed below, as of May 14, 2003, the Debtor took over management of
    the Casino from Hyatt.  The Casino is now known as the Mountain High Casino.

                                       8

<PAGE>


food court featuring various quick service food offerings. The Casino has an
approximately 300,000 square foot parking garage, with the capacity to park
approximately 800 vehicles in covered parking spaces. It also has 650 adjacent
valet spaces, and is able to accommodate buses and motor coaches.

          From its opening until May 14, 2003, the Casino was operated and
managed by Hyatt pursuant to a professional management agreement.

          At the time of the construction of the Casino, the Debtor also
commenced preliminary construction of a hotel site adjacent to the Casino. In
addition to the hotel site, the Debtor owns approximately 79 acres of
commercially zoned unimproved land located across the street from the Casino,
which is not utilized in the operation of the Casino.

          2. The Debtor's Debt Structure.

             a. The Black Hawk BID Bonds.

          In connection with the development of the Casino, in December 2001,
the Debtor obtained $3,000,000 from a municipal bond issue (the "Black Hawk BID
Bonds") issued by the Black Hawk Business Improvement District (the "Black Hawk
BID"). The Black Hawk BID Bonds are in the form of (1) a $975,000 issue bearing
6% interest, due December 1, 2005, and (2) a $2,025,000 issue bearing 6.75%
interest due December 1, 2011. The Black Hawk BID Bonds provide for payment by
the Debtor in semi-annual payments of $211,083. Since the initial issuance of
the Black Hawk BID Bonds in December 2001, the Debtor has remained current on
its payments to the Black Hawk BID and is not otherwise in default in connection
therewith.

          As of the Petition Date, the Debtor's Schedules reflect that the
balance outstanding on the Black Hawk BID Bonds was $2,803,609.46, including
accrued interest.

          As of the Effective Date, the Debtor estimates that the balance
outstanding on the Black Hawk BID Bonds will be approximately $2,332,031.98
($2,305,138.70 in principal and $26,893.28 in accrued interest).5

-------------------

5 - Assumes an Effective Date of December 1, 2004.  To the extent the Effective
    Date occurs on a different date, the actual amonunts could differ
    significantly from the amounts set forth herein.

                                       9

<PAGE>


             b. The FF&E Loan.

          On October 2, 2001, the Debtor and Wells Fargo Bank, National
Association ("Wells Fargo"), as agent and lender, entered into a loan agreement
referencing a loan in the original principal amount of $20,800,000 (the "FF&E
Loan"). On October 2, 2001, the Debtor executed a Promissory Note in the
original principal amount of $20,800,000 (the "FF&E Note"), and a Security
Agreement and UCC Financing Statements granting to Wells Fargo a first-priority
security interest in certain personal property of the Debtor as set forth in
detail in the Security Agreement and UCC Financing Statements to secure
repayment of the Loan, including, without limitation, the furniture, fixtures
and equipment (including gaming equipment) (the "FF&E") purchased with the
proceeds of the FF&E Loan (the "FF&E Security"). The FF&E Security likewise
includes all proceeds and products of the FF&E, but specifically excludes gaming
revenues realized from the use and operation of the gaming equipment. On or
about May 31, 2002, Wells Fargo and David R. Belding (the "FF&E Lender") entered
into an Assignment, Assumption and Consent Agreement, pursuant to which Wells
Fargo assigned one hundred percent (100%) of its interest in the FF&E Loan to
the FF&E Lender. The maturity date of the FF&E Loan is January 1, 2005.

          As of the Petition Date, the Debtor's Schedules reflect that the
balance outstanding on the FF&E Loan was $17,806,644.19. As of the Petition
Date, the FF&E Lender asserts that the balance outstanding on the FF&E Loan was
$17,808,125.50.

          As of the Effective Date, by virtue of the payments made to the FF&E
Lender during the Case pursuant to agreements entered into with the FF&E Lender
(as described in detail in Section II.C.6.b herein), the Debtor estimates that
the balance outstanding on the FF&E Loan will be approximately $7,500,000.6

c. The First Mortgage Notes.

          On March 14, 2000, the Debtor and SunTrust Bank, as trustee (the
"Indenture Trustee"), entered into the First Mortgage Indenture, pursuant to
which the Debtor issued its 13% First Mortgage Notes with a maturity date of
March 15, 2005, in the aggregate principal amount of $100 million (the "First

-------------------

6 - Assumes an Effective Date of December 1, 2004.  To the extent the Effective
    Date occurs on a different date, the actual amonunts could differ
    significantly from the amounts set forth herein.

                                       10

<PAGE>


Mortgage Notes"). The First Mortgage Notes are secured by a first-priority lien
on substantially all of the Debtor's assets, but specifically excluding, (1) the
FF&E acquired under the FF&E Loan,7 (2) gaming licenses, (3) liquor licenses,
and (4) gaming devices (to the extent that gaming laws prohibit the granting of
a security interest therein). The First Mortgage Notes are publicly traded
obligations, with interest due to be paid in semi-annual installments, until the
maturity date of the First Mortgage Notes, when all principal and unpaid
interest is then due and payable.

          Pursuant to the Plan, the holders of the First Mortgage Notes will
hold an Allowed Claim in the amount of $107,400,000.00, plus interest and
reasonable fees, costs and charges to the extent permitted by Bankruptcy Code
section 506(b).

             d. The Second Mortgage Note.

          On March 14, 2000, Hyatt made a loan to the Debtor in the original
principal amount of $7.5 million for the purpose of financing a portion of the
construction and development of the Casino (the "Second Mortgage Note"). The
Second Mortgage Note states that it is secured by a second-priority lien on the
assets securing the First Mortgage Notes. The maturity date of the Second
Mortgage Note is March 15, 2010.

          As of the Petition Date, the Debtor's Schedules reflect that the
balance outstanding on the Second Mortgage Note was $10,740,520.40, including
accrued interest. As of the Petition Date, Hyatt asserted that the balance
outstanding on the Second Mortgage Note was $11,702,794.65.

          Pursuant to the Original Hyatt Settlement Agreement (discussed below),
the amount due under the Second Mortgage Note was fixed at $10,877,790.74 and
was allowed as part of Hyatt's Unsecured Claim in the total amount of
$18,413,243.68. As also discussed below, subsequently the Debtor, the Ad Hoc
Committee and Hyatt entered the Hyatt Settlement Agreement, pursuant to which
Hyatt agreed to specific treatment under the Plan as described therein. A copy
of the Hyatt Settlement Agreement is attached to the Plan as Exhibit "E."

-------------------

7 - Pursuant to the terms of the First Mortgage Deed of Trust, the FF&E becomes
    part of the collateral securing the First Mortgage Notes once the FF&E
    Loan has been repaid, satisfied or terminated.

                                       11

<PAGE>


          3. The Debtor's Equity Structure

             a. Preferred Stock Interests.

          The Debtor has issued 29,000 shares of its preferred stock as "Series
A" preferred stock and 30,000 shares of its preferred stock as "Series B"
preferred stock. The holders of both the Series A and Series B preferred stock
have no voting rights.

          The Series B preferred stock is non-convertible, accrues dividends on
a cumulative basis compounding quarterly at a rate of 7% per annum, and ranks
senior to the Series A preferred stock and the Existing Common Stock with
respect to dividend distributions and distributions upon the liquidation of the
Debtor. The Series B preferred stock has a liquidation preference entitling
holders of such stock to payment of the Series B original issue price plus,
without duplication, an amount equal to all accumulated and unpaid dividends
thereon, if any, to but excluding the date fixed for liquidation or dissolution,
before any payment is made to any holders of Existing Common Stock or holders of
Series A Preferred Stock.

          The Series A preferred stock is non-convertible, accrues cumulative,
non-compounding dividends at the rate of 11% per annum, and ranks senior to the
Existing Common Stock with respect to dividend distributions and distributions
upon the liquidation of the Debtor. The Series A preferred stock has a
liquidation preference entitling holders of such stock to payment of the Series
A original issue price plus, without duplication, an amount equal to all
accumulated and unpaid dividends thereon, if any, to but excluding the date
fixed for liquidation or dissolution, before any payment is made to on any
holders of Existing Common Stock.

             b. Common Stock Interests.

          The Debtor has 10,000,000 shares of Existing Common Stock authorized,
and 1,000,000 shares of Existing Common Stock outstanding. The Debtor's Existing
Common Stock is not publicly traded. The following is a list of the Debtor's
Interest holders owning 5% or more of Debtor's outstanding Existing Common
Stock, as well as the officers and directors of the Debtor who are also holders
of the Debtor's outstanding Existing Common Stock, and the number of shares and
percentage holdings for each such Interest holder:

                                       12

<PAGE>
<TABLE>
<CAPTION>


----------------------------------- ------------------------------------------ ------------------- ------------------------
Owner                               Title                                      Number of Shares    Percentage Ownership
----------------------------------- ------------------------------------------ ------------------- ------------------------
<S>                                 <C>                                       <C>                 <C>
AMR 21st Century Trust              Stockholder, Donald J. Malouf, Trustee     77,292.5            7.72925%
----------------------------------- ------------------------------------------ ------------------- ------------------------
APR 21st Century Trust              Stockholder, Donald J. Malouf, Trustee     77,292.5            7.72925%
----------------------------------- ------------------------------------------ ------------------- ------------------------
Patricia Deal                       Individual                                 83,602              8.3602%
----------------------------------- ------------------------------------------ ------------------- ------------------------
John M. Utley and Katherine J.      Individuals                                60,000              6.00%
Utley
----------------------------------- ------------------------------------------ ------------------- ------------------------
Jerry L. Dauderman                  Director/Chairman/CEO                      78,792              7.8792%
----------------------------------- ------------------------------------------ ------------------- ------------------------
Timothy G. Rose                     Director/President/COO                     30,171              3.0171%
----------------------------------- ------------------------------------------ ------------------- ------------------------
Michael L. Armstrong                Executive VP/CFO/ Secretary/Treasurer      15,000              1.5%
----------------------------------- ------------------------------------------ ------------------- ------------------------
Irving C. Deal                      Director                                   12,000              1.2%
----------------------------------- ------------------------------------------ ------------------- ------------------------
Garry W. Saunders                   Director                                   10,000              1.0%
----------------------------------- ------------------------------------------ ------------------- ------------------------

          The other holders of the Debtor's Existing Common Stock collectively
own the remaining 55.5850% of the Debtor's outstanding Existing Common Stock,
with no individual holder owning more than 5% of such stock.

          In addition, the Debtor granted options and issued warrants as
follows:

          First, on April 14, 2000, the Debtor instituted a stock incentive plan
for its directors and key employees that provided for the grant of options to
purchase an aggregate of not more than 150,000 shares of the Debtor's Existing
Common Stock (the "2000 Stock Incentive Plan"). During 2000 and 2001, the Debtor
granted options to purchase 150,000 shares of Existing Common Stock to its
directors and key employees. On January 28, 2003, the Debtor cancelled these
options subject to an agreement to reissue the options 6 months and one day
later at the then current fair market value. The Debtor did not seek Court
approval of this cancellation and reissuance agreement as the Debtor did not
believe such Court approval was necessary.

          Second, on March 14, 2000, the Debtor entered into a First Warrant
Agreement, pursuant to which the following warrant shares of the Debtor's
Existing Common Stock, with a per share par value of $0.01, were issued: (a)
342,744 warrant shares to parties purchasing units of the First Mortgage Notes;
(b) 33,887 warrant shares to Hyatt in connection with the Second Mortgage Note;
and (c) 80,031 warrant shares to U.S. Bancorp Libra for acting as placement
agent.

                                       13
</TABLE>

<PAGE>


          Third, on March 14, 2000, the Debtor entered into a Second Warrant
Agreement, pursuant to which 257,058 warrant shares of the Debtor's Existing
Common Stock, with a per share par value of $0.01, were issued to the parties
purchasing shares of the Debtor's Series B preferred stock.

          Finally, on March 25, 2002, the Debtor instituted a stock incentive
plan for its directors and key employees that provided for the grant of options
to purchase an aggregate of not more than 45,000 shares of the Debtor's Existing
Common Stock (the "2002 Stock Incentive Plan"). To date, there have been no
options granted under the 2002 Stock Incentive Plan. However, options to
purchase 15,000 shares of Existing Common Stock have been committed to Sean
Sullivan, the new general manager of the Casino, and options to purchase 5,000
shares of the Debtor's Existing Common Stock have been committed to Brenda
Sanchez, the new assistant general manager of the Casino, in connection with
their compensation packages.

          Pursuant to the Plan, all of the Debtor's Existing Common Stock will
be cancelled on the Effective Date and no holder of Existing Common Stock will
receive or retain any value in respect of these Interests.

          4. The Debtor's Financial Difficulties and the Events Leading to the
             Commencement of the Chapter 11 Case.


          During 2002 (the Casino's first full year of operation since its
opening on December 20, 2001), the Debtor generated less revenue and experienced
higher expenses than had been anticipated, which resulted in the inability of
the Debtor to meet its financial obligations.

          Several factors contributed to the Debtor's financial problems,
including the general downturn in the Colorado economy. In its first 10 months
of operation, the Debtor was unable to generate projected gaming revenues, nor
did it achieve industry standard operating and profit margins. The Debtor
generated revenues (net of payments of winnings to players at the Casino) of
approximately $51.7 million from the operation of the Casino for the nine months
ended September 2002. These revenues were generated primarily through the
Casino's gaming, food and beverage operations. At the month ending September 30,
2002, on a GAAP cost basis, the Debtor had consolidated assets of approximately
$139.5 million and consolidated liabilities of approximately $152.7 million.

                                       14

<PAGE>


          As a result of the lower than projected revenues, the Debtor first
delayed, and then was unable to make certain required payments to its secured
creditors. Under the terms of the First Mortgage Notes and the Second Mortgage
Note, the Debtor deferred the September 15, 2002 interest payments until October
15, 2002. The failure to pay the interest on the First Mortgage Notes and the
Second Mortgage Note due on October 15, 2002 constituted an "Event of Default"
under the applicable agreements. On October 23, 2002, the Debtor received notice
from the Indenture Trustee, pursuant to the terms of the First Mortgage
Indenture, that the First Mortgage Notes were due and payable immediately.

          On November 1, 2002, the Indenture Trustee obtained an order from the
Gilpin County District Court appointing Cordes & Company as a receiver over the
Debtor's property (the "Receiver").

     B.   The Commencement of the Case.

          As a result of the foregoing, on November 7, 2002 (the "Petition
Date"), the Debtor commenced the Case. As of the Petition Date, the Bankruptcy
Court assumed jurisdiction over the Debtor's assets and liabilities, and, with
the exception of certain cash that the Receiver continued to hold for a period
of time, the Receiver returned the Debtor's property to the Estate.

     C.   Significant Events Since the Commencement of the Case.

          1. Rejection of the Hyatt Management Agreement and Post-Petition
             Management of the Casino.


          As discussed above, on the Petition Date, the Casino was being
operated and managed by Hyatt pursuant to the Debtor's management agreement with
Hyatt. After negotiations with Hyatt relative to its ongoing management of the
Casino proved unsuccessful, on December 23, 2002, as part of the Debtor's
reorganization effort to improve business discipline and reduce its cost
structure, the Debtor filed a motion to reject the Hyatt management agreement
(the "Hyatt Rejection Motion"). The Hyatt Rejection Motion was opposed by Hyatt,
the Ad Hoc Committee, the Indenture Trustee and PCL and was set for a two-day
evidentiary hearing in early April 2003. Just prior to the trial on the Hyatt
Rejection Motion, the Debtor and Hyatt reached an agreement in principle
resolving the disputes between them.

                                       15

<PAGE>


          On April 10, 2003, the Debtor executed a settlement agreement with
Hyatt (the "Original Hyatt Settlement Agreement"), which provided for the
rejection of the Hyatt management agreement, the transition of management of the
Casino to the Debtor, and the fixing of the amount and priority of Hyatt's
Claims in the Case (including the Claims based on the rejection of the
management agreement). On April 25, 2003, the Bankruptcy Court entered an order
approving the Original Hyatt Settlement Agreement.

          Pursuant to the Original Hyatt Settlement Agreement, and a stipulation
in connection therewith, the "Rejection Date" and the transition of the
management of the Casino from Hyatt to the Debtor occurred on May 14, 2003.

          The Casino is now known as the Mountain High Casino. The Debtor
retained Sean Sullivan, a respected and experienced gaming manager, as the new
general manager to manage the Casino. In addition, the Debtor retained the
majority of the Casino line employees previously employed by Hyatt. The Debtor's
prior management - Jerry L. Dauderman, Timothy G. Rose and Michael L. Armstrong
- continued to remain in management positions with the Debtor. As manager of the
Casino, the Debtor implemented numerous cost-saving and revenue enhancing
programs.

          On May 24, 2003, the Debtor held its "Grand Opening" as the Mountain
High Casino. Under the Debtor's management, the Mountain High Casino opened with
a new gaming layout, new and upgraded slot machines, a significantly looser slot
hold and an "All Star" staff. The grand opening festivities featured appearances
by renowned television game show host and producer Bob Eubanks and World Series
Poker Champion and gambling legend Amarillo Slim. The Casino was visited by
approximately 20,000 guests over the Memorial Day Grand Opening weekend and
posted record-breaking revenues.

          2. Determinations and Agreements Regarding Cash Collateral.

          On December 6, 2002, the Debtor filed a motion for a determination
that the cash generated by the Debtor after the Petition Date was not the cash
collateral of the Debtors' secured lenders or, alternatively, for authority to
use cash collateral (the "Cash Collateral Motion"). Objections to the Cash
Collateral Motion were filed by the Ad Hoc Committee (with the Indenture Trustee

                                       16

<PAGE>


and Hyatt joining in the Ad Hoc Committee's objection), the FF&E Lender, and by
the City of Black Hawk (the City of Black Hawk and the FF&E Lender later
withdrew their objections). After a hearing on January 13, 2003, the Bankruptcy
Court determined that none of the Debtor's post-petition gaming revenues were
the cash collateral of the Debtor's secured lenders.

          3. Receiver's Payment of Claims.

          As of the Petition Date, the Receiver held cash of the Debtor in the
amount of $3,027,166. After the Petition Date, the Receiver estimated that it
would only need to reserve $2,042,171 for taxes and expenses, and returned
$984,995 to the Debtor.

          On November 14, 2002, the Receiver filed a motion with the Bankruptcy
Court seeking approval to pay certain pre-petition claims of the Debtor's
vendors. After discussion with the Debtor, the Receiver agreed to significantly
reduce the amount of cash that the Receiver held in reserve, and the parties
agreed on, and the Bankruptcy Court approved, payments to vendors totaling
$198,080. On February 28, 2003, the Receiver disbursed an additional $75,000 in
excess funds to the Debtor.

          On May 7, 2003, the Receiver submitted its final report and accounting
to the Bankruptcy Court for approval (which report was thereafter amended). On
June 23, 2003, the Bankruptcy Court entered its order approving the Receiver's
amended final report and accounting. The Bankruptcy Court also authorized the
payment of the Receiver's fees in the amount of $35,190.32 and expenses in the
amount of $2,265.41, and payment of the Receiver's attorneys' fees in the amount
of $23,173.50 and expenses in the amount of $1,111.86.

          4. Retention of Professionals and Appointment of the Creditors'
             Committee.

          Following the Petition Date, the Debtor obtained Bankruptcy Court
approval to retain the following professionals: (a) Irell & Manella LLP, as the
Debtor's reorganization counsel; (b) Rubner Padjen Plotkin and Laufer LLC, as
the Debtor's local reorganization counsel; (c) Alvarez & Marsal, as the Debtor's
financial advisors; (d) Holley, Albertson & Polk, as the Debtor's outside
general counsel; (e) Grant Thornton, as tax preparers and auditors to the
Debtor; (f) Dill and Dill, as special litigation counsel to the Debtor; (g)
Schlueter & Associates, as the Debtor's securities counsel; (h) Saul Leonard, as
litigation consultant in connection with the Hyatt matters, and (i) FTI
Consulting as litigation consultant and plan advisor to the Debtor.

                                       17

<PAGE>


          Pursuant to Code Section 1102, the U.S. Trustee also appointed the
Creditors' Committee, which currently consists of the following creditors:
Lombardi Brothers Meat Packers, Inc.; International Game Technology; Midwest
Chemical & Supply; Jet Lithocolor, Inc.; U.S. Foods Service Inc.; and Parker
Blake Inc. The Creditors' Committee thereafter obtained Bankruptcy Court
approval to employ Pachulski, Stang, Ziehl, Young, Jones and Weintraub P.C. as
its counsel and Connolly, Rosania and Lofstedt P.C. as its local counsel.

          5. Transfer of the Debtor's Assets.

          On August 6, 2003, the Debtor filed a plan of reorganization and
disclosure statement that provided for an internal reorganization, which would
have resulted in the Debtor emerging from chapter 11 with approximately $150
million in liabilities (the "Original Plan"). Under the Original Plan, the
classes of holders of preferred stock and common stock Interests in the Debtor
were unimpaired, and the legal, equitable, or contractual rights of such holders
were not affected. Facing opposition to the Original Plan (and the first amended
plan and disclosure statement, filed on November 20, 2003) from several creditor
constituencies (including the Indenture Trustee and the Ad Hoc Committee), the
Debtor, in good faith, negotiated and worked with the Ad Hoc Committee and the
Debtor's other creditors with respect to potential alternatives to the Original
Plan, including a sale of the Debtor's assets to a third party.

             a. Efforts to Market and Sell the Property.

          At the time the Debtor filed the Original Plan, the Ad Hoc Committee
had already been exploring a possible sale of the Debtor's assets. To this end,
in September 2003, the Ad Hoc Committee directed CIBC World Markets ("CIBC"),
financial advisors to the Ad Hoc Committee, to develop a list of potential
purchasers of the Debtor's assets. Drawing on its comprehensive database of
companies with experience in the gaming industry, CIBC identified potential
purchasers based on such criteria as: (1) experience in the gaming industry, (2)
financial ability to purchase the Debtor's assets, and (3) ability to obtain a
gaming license. Based on its extensive experience in the gaming industry, CIBC
identified 16 potential qualified purchasers. CIBC thereafter developed an

                                       18

<PAGE>


information package regarding the Debtor and its operations and approached these
16 potential purchasers to discuss a potential sale. This effort resulted in a
series of face-to-face and telephonic meetings between CIBC and 10 potential
purchasers who expressed interest. In November and December of 2003, CIBC
received informal acquisition proposals from two of these parties. CIBC
negotiated certain terms of sale with these purchasers as well as continued to
discuss the sale of the Debtor's assets with other interested parties.

          In March 2004, after consulting with CIBC regarding its marketing
efforts and acquisition proposals, and after due consideration of the Debtor's
own efforts and inquiries to potential purchasers regarding the sale of its
assets, the Debtor, in the exercise of its business judgment, determined that
the best way to maximize value for the benefit of the Estate and its creditors
was to sell substantially all of its assets, and implement such sale under a
plan of reorganization.

          The Debtor, with the agreement of CIBC and the Ad Hoc Committee,
determined that the best way to both maximize value and to provide for a speedy
resolution of this Case was to focus on qualified purchasers who had previously
expressed an interest in purchasing the Debtor's assets and provide them with a
draft asset purchase agreement and access to an electronic data room that would
provide potential purchasers with 24 hour unfettered access to relevant
documents and data. In order to protect the Debtor's confidential and
proprietary information, access to the electronic data room was restricted to
parties who executed a non-disclosure agreement. Five potential purchasers
executed the non-disclosure agreement and began their due diligence. The
deadline for the submission of purchase offers was set for April 30, 2004.

          On April 30, 2004, three bidders submitted asset purchase agreements.
One of the bids was markedly lower than the bids submitted by the other two
bidders. CIBC informed the lowest bidder that it would have to increase its bid
to participate further. The lowest bidder indicated that it would not increase
its bid and was removed from consideration.

          The Debtor, the Ad Hoc Committee and CIBC then engaged in
comprehensive negotiations with the two remaining bidders in an effort to
improve the terms of the bids and thereby maximize value for the Debtor's
creditors and the Estate. After approximately one month of negotiations with
these two bidders, the Debtor, the Ad Hoc Committee and CIBC determined that the
bid submitted by Ameristar was the most favorable. The Debtor and Ameristar

                                       19

<PAGE>


thereafter executed the Asset Purchase Agreement, a copy of which is attached as
Exhibit "A" to the Plan. This agreement, before it was amended, included a
contingent purchase price element, a portion of which was expected to be
distributed to holders of Class 9A and Class 9B Interests. The Asset Purchase
Agreement was thereafter amended by that "Amendment to Asset Purchase
Agreement," dated as of August 3, 2004, a copy of which is attached as Exhibit
"B" to the Plan. Under the amended Asset Purchase Agreement, the cash portion of
the consideration from Ameristar was increased and the contingent element that
was expected to be paid to the holders of Class 9A and Class 9B Interests became
fixed at an amount that is less than the maximum contingent amounts, but greater
than the minimum contingent amounts, that were payable prior to the amendment.

          Given the extensive marketing process conducted by the parties, and
the quality of Ameristar's bid for the Debtor's assets, the Debtor, with the
input of major constituencies in the Case, has determined that the transfer of
the Acquired Assets pursuant to the terms of the Asset Purchase Agreement is the
best way to maximize value for the benefit of the Debtor's creditors and
shareholders and the Estate.

             b. The Asset Purchase Agreement.

          The Asset Purchase Agreement provides for the transfer of the Acquired
Assets (which includes the Casino and substantially all of the remaining assets
of the Debtor) to Ameristar (or its assignee). Subject to the terms of the Asset
Purchase Agreement, Ameristar agreed to provide, among other things, the
following consideration for the Acquired Assets: (a) cash in the amount of
$117,000,000 (subject to adjustment as provided for in the Asset Purchase
Agreement); $2.5 million in Ameristar Stock; and (c) the assumption of certain
liabilities including, but not limited to, all liabilities and obligations of
the Debtor arising under and related to municipal bonds issued by the Black Hawk
BID, all casino liabilities to the Debtor's gaming patrons and all liabilities
of the Debtor for unused vacation, sick pay, holiday pay and paid time off as of
the Closing Date for all employees hired by Ameristar.

          Among the conditions to consummating the Asset Purchase Agreement was
the entry of an order approving certain buyer protections (including, without
limitation, a break-up fee and overbid protections) in favor of Ameristar. On
June 1, 2004, the Debtor filed and served its Motion for Order Approving Certain

                                       20

<PAGE>


Buyer Protections in Connection with the Sale of the Debtor's Assets through a
Plan of Reorganization (the "Buyer Protection Motion"). The Buyer Protection
Motion was heard by the Court on June 18, 2004. The Order Granting the Buyer
Protection Motion was entered on June 18, 2004. Consummation of the Asset
Purchase Agreement is also conditioned on confirmation of the Plan.

             c. The Ameristar Stock Issuance.

          The Ameristar Stock will be issued to the holders of Class 9A and
Class 9B Interests in accordance with the terms and conditions of the Asset
Purchase Agreement. The parties expect that the issuance of the Ameristar Stock
under the Plan will be exempt from registration under the Securities Act
pursuant to Section 1145(a) of the Bankruptcy Code, based on the fact that the
Ameristar Stock will be issued under the Plan, once approved by the Court; the
stock will be offered in exchange for Interests in the Debtor; and Ameristar
will be a "successor" to the Debtor, for purposes of Section 1145 of the
Bankruptcy Code, in that it is purchasing substantially all of the Debtor's
assets and assuming various post-closing liabilities and obligations with
respect to the assets purchased. Alternatively, the Ameristar Stock may be
issued to the holders of Class 9A and Class 9B Interests pursuant to another
available exemption from registration, and Ameristar may elect to register the
Ameristar Stock pursuant to a resale registration statement under Rule 415 of
the Securities Act.

             d. Information About Ameristar.

          Ameristar is a publicly traded company (NASDAQ: ASCA) that is
headquartered in Las Vegas, Nevada. Ameristar is a leading developer, owner, and
operator of casinos and related entertainment facilities in local and regional
markets. Ameristar, through its wholly owned subsidiaries, owns and operates six
casino properties in five markets. The company's portfolio of casinos consists
of: Ameristar St. Charles (serving the greater St. Louis, Missouri area);
Ameristar Kansas City (serving the Kansas City, Missouri metropolitan area);
Ameristar Council Bluffs (serving Omaha, Nebraska and southwestern Iowa);
Ameristar Vicksburg (serving Jackson, Mississippi, and Monroe, Louisiana); and
Cactus Petes and The Horseshu in Jackpot, Nevada (serving Idaho and the Pacific
Northwest). Ameristar's properties exemplify high-quality design and
construction and offer outstanding dining, lodging, and entertainment options
along with the most current gaming technology. As of March 1, 2004, Ameristar
employed approximately 7,050 employees.

                                       21

<PAGE>


          Ameristar's consolidated net revenues for the year ended December 31,
2003, were $782.0 million compared to $698.0 million for 2002, an increase of
12.0% over the prior year. Additionally, in 2003 Ameristar achieved the highest
market share in each of the markets in which it operates. Ameristar's net income
increased to $47.6 million for the year ended December 31, 2003, compared to
$40.5 million in 2002.

          For the six months ended June 30, 2004, Ameristar's consolidated net
revenues were $424.4 million, up $41.0 million, or 10.7%, from the corresponding
2003 period. Ameristar's consolidated net income for the six months ended June
30, 2004 increased to $30.9 million from $26.2 million in the same period in
2003.

          Ameristar's consolidated net revenues for the quarter ended June 30,
2004, were $210.0 million, representing an increase of $15.2 million, or 7.8%,
over the second quarter in 2003. Ameristar's consolidated net income increased
to $15.0 million in the 2004 second quarter from $14.5 million in the second
quarter of 2003.

          In the first and second quarters of 2004, each of Ameristar's
properties continued to be ranked number one in market share in its respective
market.

          Ameristar historically has funded its daily operations through net
cash provided by operating activities and its significant capital expenditures
primarily through operating cash flows, bank debt, and other debt financing.
Ameristar believes that its cash flows from operations, cash, and cash
equivalents and availability under its senior credit facilities will support its
operations and liquidity requirements, including current capital expenditure
plans, for the foreseeable future. As of June 30, 2004, in addition to the $68.9
million available for borrowing under the company's senior credit facilities,
Ameristar had approximately $89.7 million of cash and cash equivalents,
approximately $45 million of which were required for daily operations. Ameristar
plans to finance the transaction with the Debtor from a combination of available
cash and an increase in the borrowing capacity under its senior credit
facilities. Ameristar believes that its financial condition is such that it has
provided adequate assurance of its future performance of the obligations that it
will assume under the Plan and Asset Purchase Agreement.

                                       22

<PAGE>


          Additional information about Ameristar can be found in the Form 10-Q
(for the quarterly period ended June 30, 2004) and Form 10-K (for the fiscal
year ended December 31, 2003) filed by Ameristar with the U.S. Securities and
Exchange Commission, copies of which are attached hereto as Exhibits 4 and 5,
respectively.

          6. Other Significant Events in the Case.

             a. The Hyatt Settlement Agreement.

          As of the date of the Original Hyatt Settlement Agreement, Hyatt had
in its possession funds in the amount of approximately $788,000 (the "Funds") in
which Hyatt purported to hold an ownership interest pursuant to the terms of the
Hyatt management agreement and applicable law. Hyatt agreed to turn over the
Funds to the Debtor under the terms and conditions of the Original Hyatt
Settlement Agreement. However, by virtue of the Debtor's alleged material
breaches of the Original Hyatt Settlement Agreement and the amounts allegedly
remaining outstanding under the Original Hyatt Settlement Agreement, the Funds
were never turned over.

          On July 23, 2004, the Debtor, the Ad Hoc Committee (and its members)
and Hyatt entered into the Hyatt Settlement Agreement, which provides for the
compromise and resolution of all of the disputes between the Debtor and Hyatt
and the treatment of Hyatt's Claims under the Plan. In short, pursuant to the
Hyatt Settlement Agreement, and in full satisfaction of all Claims, demands or
obligations arising under or related to Hyatt's Claims in the Case, Hyatt shall,
among other things, be entitled to retain the Funds and shall be paid $778,530
in cash within 10 days after the Effective Date of the Plan. For the complete
terms of the Hyatt Settlement Agreement, please refer to Exhibit "E" of the
Plan.

             b. The FF&E Settlement Agreement.

          On or about February 19, 2003, the Debtor and the FF&E Lender entered
into an agreement pursuant to which all issues between the Debtor and the FF&E
Lender concerning the amount and priority of the FF&E Lender's Claim and the
treatment of such Claim under a plan were resolved. On February 19, 2003, the
Debtor filed its Motion to Approve Stipulation Regarding (1) Allowance and
Payment of Secured Claim of David R. Belding; and (2) Mutual Release of Claims
Relating to Disputes Over Funds in Wells Fargo Bank Account (the "FF&E
Stipulation").

                                       23

<PAGE>


                  Objections to the FF&E Stipulation were filed by the Ad Hoc
Committee and PCL, and the Indenture Trustee and the Creditors' Committee filed
joinders to the objection filed by the Ad Hoc Committee (PCL later withdrew its
objection to the FF&E Stipulation). The objections asserted, among other things,
that the initiation of an adversary proceeding may be required to obtain the
relief sought in the FF&E Stipulation. The Debtor, the FF&E Lender, and the
objecting parties agreed to proceed with the matter by way of an adversary
proceeding and the matter was converted to an adversary proceeding.

                  Thereafter, the parties reached an agreement whereby the
adversary proceeding on the FF&E Stipulation was held in abeyance and the issues
relating to the FF&E Stipulation were resolved or reserved for a later date. On
June 24, 2003, the Debtor filed an Amended Stipulation Regarding (1) Allowance
and Payment of Secured Claim of David R. Belding; and (2) Mutual Release of
Claims Relating to Disputes Over Funds in Wells Fargo Bank Account (the "Belding
Agreement"), which was approved by the Bankruptcy Court by order entered June
30, 2003. The Belding Agreement provided, among other things, that the FF&E
Lender would receive payments of up to $500,000 per month during the Case and
would be paid certain amounts in connection with confirmation of a plan.
Pursuant to the terms of the Belding Agreement, commencing in July 2003, the
FF&E Lender has received payments of $500,000 per month for total payments
during the Case, as of May 1, 2004, in the amount of $5,000,000.

                  After the approval of the Belding Agreement, the Debtor and
the FF&E Lender entered into the FF&E Settlement Agreement, dated as of May 28,
2004, which has been incorporated into the Plan. Pursuant to the FF&E Settlement
Agreement, the FF&E Lender shall continue to be paid the amount of $500,000 per
month until the Effective Date of the Plan and shall be paid, on the Effective
Date, an amount equal to $11,000,000 less any monthly payments made to the FF&E
Lender during the Case in excess of the $5,000,000 already paid to the FF&E
Lender as of May 1, 2004.8 The FF&E Agreement also provides for the mutual
release of claims, the dismissal of the FF&E Lender's Liens on assets of the
Estate, and the dismissal of the pending adversary proceeding relating to issues

-------------------

8 - Assuming a December 1, 2004 Effective Date, the Debtor estimates that the
    FF&E Lender will be entitled to receive a limp-sum payment of $7,500,000 in
    full satisfaction its Claims.

                                       24

<PAGE>

covered by the FF&E Settlement Agreement. The FF&E Settlement Agreement is
conditioned on, among other things, confirmation of the Plan. The Debtor is
seeking Bankruptcy Court approval of the FF&E Settlement Agreement pursuant to
the Plan. The treatment of the FF&E Lender is reflected in the Plan and
described in Section II.C.6.b, above.

             c. The PCL Settlement Agreement.

          PCL Construction Services, Inc. ("PCL") was the general contractor in
the construction of the Casino. Pursuant to its contract with the Debtor, PCL
was obligated to prepare construction schedules for completion of the Casino
within the time limits of the contract, to revise the schedules to the extent
required, to provide for timely completion of the contract, and to otherwise
perform and act in the capacity of general contractor.

          On May 29, 2002, the Debtor filed a complaint in Gilpin County
District Court, Colorado, seeking damages from PCL for (1) fraudulent
misrepresentation, (2) fraudulent concealment, (3) negligent misrepresentation,
(4) constructive fraud, and (5) breach of contract (the "Casino Action"). On
June 19, 2002, PCL filed an answer and filed its own complaint against the
Debtor and 20 other defendants (including numerous subcontractors) also in
Gilpin County District Court, Colorado (the "PCL Action"). On August 22, 2002,
the Debtor filed an answer to the complaint in the PCL Action. Prior to the
Petition Date, the Casino Action and the PCL Action were consolidated into one
case.

          The claims of PCL and its subcontractors against the Debtor aggregated
approximately $10,000,000 and the Debtor's claims against PCL were in the
approximate amount of $5,000,000. The claims on the part of both PCL and the
Debtor were contingent and unliquidated, however, PCL's claims included claims
for the foreclosure of mechanic's liens on the Casino property and PCL asserted
that the mechanic's liens were first priority liens on the Casino property,
superior in priority to the deed of trust of the Indenture Trustee on behalf of
the First Mortgage Noteholders.

          Following extensive settlement discussions, on May 15, 2003, PCL (on
behalf of itself and the PCL Subcontractors) and the Debtor entered into a
Settlement and Release Agreement (the "PCL Settlement Agreement"). Pursuant to
the PCL Settlement Agreement, the Debtor agreed to pay PCL a total of

                                       25

<PAGE>


$4,500,000, with a $2,300,000 down payment, a $1,400,000 payment on the first to
occur of January 15, 2004 or ten (10) days after the effective date, $400,000 on
October 15, 2004 and $400,000 on April 15, 2005. A motion for approval of the
PCL Settlement Agreement was filed with the Bankruptcy Court on May 16, 2003 and
was approved by order entered July 7, 2003.

          Subsequent to the order approving the PCL Settlement Agreement, PCL,
the PCL Subcontractors and Debtor have performed in accordance with the PCL
Settlement Agreement. Specifically, all required documents for the dismissal of
the Casino Action and the PCL Action and all required documents for the release
of the mechanic's liens on the Casino property, as well as required general
releases, have been placed in escrow with Clear Creek Gilpin Abstract & Title
Corp., the required $2,300,000 down payment was paid to PCL by the Debtor on
July 28, 2003, and the required $1,400,000 payment was paid to PCL by the Debtor
on January 15, 2004. Under the Plan, PCL will be treated as set forth in the PCL
Settlement Agreement.

             d. The Steelman ADR.

          Paul Steelman, Ltd. and Paul Steelman, an individual (together,
"Steelman") was the project architect for the Casino project. Steelman asserts
that it is owed approximately $200,000 for architectural work performed at the
Casino project. On or about April 5, 2002, Steelman filed a mechanic's lien
against the Casino relating to such amount. The Debtor disputes that Steelman is
owed any amounts and believes that Steelman owes the Debtor $2,200,000 for
Steelman's failure to properly prepare and complete architectural plans and
specifications for the Casino project in a timely fashion.

          Prior to the Petition Date, on or about October 1, 2002, the Debtor
and Steelman entered into a dispute resolution agreement relating to their
disputes (the "Steelman ADR Agreement") that provided for mediation to be
followed by binding arbitration, if necessary (the "Steelman ADR"). The Steelman
ADR Agreement provided for the retention of a forensic architect by the Debtor
and established certain dates and deadlines relating to the submission of a
report by the Debtor's forensic architect, a rebuttal report by Steelman, and
the conclusion of the Steelman ADR. Prior to the Petition Date, the Debtor's
forensic architect, JMS Architect, completed its report. However, the balance of
the Steelman ADR process was stayed by the filing of the Case.

                                       26

<PAGE>


          On March 24, 2003, the Bankruptcy Court granted the Debtor's motion
seeking authority to retain and compensate JMS Architect in connection with the
Steelman ADR, and on May 14, 2003, the Bankruptcy Court granted the Debtor's and
Steelman's joint motion for relief from stay to proceed with Steelman ADR.

          Steelman and the Debtor retained David Rudy, Esq. of Just Accord, Inc.
to act as a mediator and established September 22 and 23, 2003 as dates for the
mediation. At the September mediation, the Debtor and Steelman agreed to
establish further deadlines for the submission of additional evidence to the
mediator and set a continued mediation for December 19, 2003. The mediation was
unsuccessful. Binding arbitration will be conducted by Murray Richtel, an
arbitrator at the Judicial Arbiter Group in Denver, Colorado. The arbitration is
currently scheduled for December 1 - 9, 2004. Steelman has been left unimpaired
under the Plan.

             e. First Place LLC.

          On or about August 2, 2001, First Place LLC ("First Place") filed a
lawsuit in the Gilpin County District Court against the Debtor generally seeking
a declaratory judgment that certain deeds in the Debtor's chain of title with
respect to a certain strip of real property conveyed only an easement. First
Place claims fee title to the real property that is the subject of the foregoing
state court litigation (the "Disputed Property"). The Debtor timely referred the
issue to its title insurance company, First American Title, which advised the
Debtor that the claim was covered by the Debtor's title insurance and that First
American Title would defend the claim. After a trial in June 2002, the trial
court determined that First Place has an ownership interest in approximately
2,632 square feet of property as to which title was insured in favor of the
Debtor. On or about October 18, 2002, the trial court entered an order granting
certain post-trial motions relating to the trial court's decision. In that
order, the trial court indicated that it could order the conveyance of the
Disputed Property to the Debtor and order that damages be paid to First Place in
connection therewith. Before a further hearing was held, the Debtor filed the
Case and the action was stayed.

          As of March 17, 2003, the date set by the Bankruptcy Court as the
claims bar date, First Place had not filed a proof of claim in the Case. On or
about April 10, 2003, pursuant to Bankruptcy Rule 3004, the Debtor, through
First American Title, filed a proof of claim on behalf of First Place. On May 5,

                                       27

<PAGE>


2003, First Place filed a notice of withdrawal of the proof of claim filed on
its behalf, taking the position that First Place does not hold a Claim against
the Estate.

          On or about June 11, 2003, the Debtor, through First American Title,
filed in the Case an adversary proceeding against First Place seeking a
determination that First Place is a creditor with a Claim against the Debtor's
Estate. On or about July 11, 2003, First Place filed a motion in the Case
seeking relief from stay. In addition, First Place filed a motion in the
adversary proceeding seeking abstention. On or about July 31, 2003, the Debtor,
through First American Title, filed its opposition to First Place's requests to
the extent they sought to avoid enforcing a Claim in the Case (the Debtor did
not oppose First Place's motions to the extent First Place simply sought to
liquidate the amount of the Claim in the state court (and, in fact, offered to
stipulate to such relief early in the Case)). The hearing on the First Place
relief from stay motion was scheduled for August 7, 2003, at which time the
Court granted relief from stay to allow First Place to proceed with the state
court action. On November 14, 2003, the Court granted First Place's abstention
motion.

          Following the Court's modification of the automatic stay, the trial
court in the state court action ordered the conveyance of the Disputed Property
to the Debtor upon the condition that the Debtor pay $73,500 to First Place.
First Place has appealed the trial court's order and the trial court has issued
a stay of the order pending First Place's appeal thereof.

          First Place takes the position that it does not hold a Claim against
the Estate. First Place further asserts that the Bankruptcy Court has on
separate occasions held that (i) First Place does not have a Claim, and (ii) the
Bankruptcy Court is required to abstain from determining that First Place has a
Claim. The Plan will not impact First Place's rights in connection with the
Disputed Property. The Debtor does not anticipate any financial exposure in
connection with the First Place matter and anticipates that First American Title
will resolve the First Place matter at its expense. The Debtor may assert
affirmative claims against First Place, and its principals, in connection with
the actions taken by First Place against the Debtor and its property and
expressly reserves the right to pursue such affirmative claims.

             f. The GF Gaming Appeal.

          On October 22, 2001, GF Gaming, a gaming company operating a casino in
Central City, Colorado, filed an appeal with the Colorado Gaming Commission
challenging the issuance of licenses to the Debtor and Hyatt on the grounds that

                                       28

<PAGE>


the Colorado Gaming Commission failed to consider whether the Casino facility
met the historic architecture intent of the Colorado gaming laws. In December
2001, at the Debtor's and Hyatt's request, the Colorado Gaming Commission
dismissed GF Gaming's action based upon lack of standing and lack of
jurisdiction. In February 2002, GF Gaming filed a notice of appeal continuing
its challenge in the Colorado Court of Appeal. A decision by the Court of
Appeals was stayed by the filing of the Case. On March 26, 2003, all parties to
the GF Gaming matter filed a stipulated motion to lift the automatic stay to
allow the GF Gaming appeal to proceed to conclusion in its original forum.
Thereafter, the Court of Appeals dismissed the GF Gaming appeal. Accordingly,
the Debtor does not anticipate any financial exposure in connection with the GF
Gaming matter.

          7. Claims.

             a. The Bar Dates for Filing Proofs of Claims.

          The Bankruptcy Court set January 23, 2003, as the deadline for Filing
proofs of Claims against the Debtor. Subsequently, the Bankruptcy Court set a
supplemental bar date of March 17, 2003 for certain creditors and interested
parties who did not receive notice of the prior bar date. Accordingly, with the
exception of a general 30-day bar date for Claims arising from the rejection of
executory contracts and unexpired leases, the deadlines for filing proofs of
claim against the Debtor have passed.

             b. Proofs of Claim Filed.

          The Claims Register maintained by the Bankruptcy Court in the Case
reflects 144 filed proofs of claim, representing a total in excess of $160
million in Claims against the Estate, including, among other things, disputed,
contingent, and unliquidated Claims, as well as Claims which have since been
paid or settled.

             c. Estimated Amounts of Claims.

          Pursuant to the Debtor's Schedules, the Debtor estimated that, as of
the Petition Date, the total amount of the Claims (including disputed Claims)
that would be asserted against the Estate was $149,021,885. Secured Claims
accounted for $144,555,332 of this amount; Priority Claims accounted for $49,687
of this amount; and General Unsecured Claims accounted for approximately
$4,414,206 of this amount.

                                       29

<PAGE>
<TABLE>
<CAPTION>


          Since the filing of the Schedules, the Debtor has entered into
settlements, accounted for the post-petition payments made (or to be made) by
the Debtor and the Receiver, and has otherwise reviewed its books and records
and the Proofs of Claims Filed in this Case, and estimates that, as of the
Effective Date, the following Claims will exist against the Debtor's Estate
(grouped by type of Claim):

----------------------------------------------------------- --------------------------------------------------------
Type of Claim                                               Amount of Claim9
----------------------------------------------------------- --------------------------------------------------------
<S>                                                          <C>
Secured Claim of Black Hawk BID                              $2,332,031.98
----------------------------------------------------------- --------------------------------------------------------
Secured Claim of PCL (on behalf of itself                      $400,000.00
and the PCL subcontractors)
----------------------------------------------------------- --------------------------------------------------------
Secured Claim of Steelman                                          $0
----------------------------------------------------------- --------------------------------------------------------
Secured Claim of the FF&E Lender                             $7,500,00010
----------------------------------------------------------- --------------------------------------------------------
Secured Claim of the First Mortgage                          $107,400,000 (plus interest and reasonable
Noteholders                                                  fees, costs and charges to the extent permitted
                                                             by Bankruptcy Code section 506(b)
----------------------------------------------------------- --------------------------------------------------------
Other Secured Claims                                                $0
----------------------------------------------------------- --------------------------------------------------------
Priority Tax Claims                                             $27,960.00
----------------------------------------------------------- --------------------------------------------------------
Unsecured Priority Claims                                       $21,727.40
----------------------------------------------------------- --------------------------------------------------------
Allowed Unsecured Claim of Hyatt (as described in the       $18,413,243.6811
Original Hyatt Settlement Agreement)
----------------------------------------------------------- --------------------------------------------------------
General Unsecured Claims (including estimated rejection     $1,161,279.25 (estimated)12
damage claims)
----------------------------------------------------------- --------------------------------------------------------

-------------------

9  - Assumes an Effective Date of December 1, 2004.
10 - Pursuant to the FF&E Settlement Agreement, and in full satisfaction of all
     of its Claims against the Debtor, the FF&E Lender shall be paid, on the
     Effective Date, an amount equal to $11,000,000 less any monthly payments
     made to the FF&E Lender during the Case in excess of the $5,000,000 already
     paid to the FF&E Lender as of May 1, 2004.
11 - Pursuant to the Hyatt Settlement Agreement, and in full satisfaction for
     all of its Claims against the Debtor, Hyatt shall be paid $778,530 on the
     Effective Date and shall be entitled to retain the Funds.
12 - The Debtor believes that the Allowed General Unsecured Claims (without
     accounting for rejection damage claims) will be approximately $961,279.25.
     The Debtor also believes that, based on the currently contemplated
     rejections, the rejection damage claims will not exceed the amount of
     $200,000.  The Debtor has estimated the amount of General Unsecured Claims
     based upon the Schedules, the Debtor's books and records, including
     records relating to the post-petition payments

                                       30
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



----------------------------------------------------------- --------------------------------------------------------
Type of Claim                                                          Amount of Claim9
----------------------------------------------------------- --------------------------------------------------------
<S>                                                                  <C>
Unpaid Administrative Claims (other than Ordinary Course             $250,000 (estimated)
Administrative Claims paid in the ordinary course of
business)
----------------------------------------------------------- --------------------------------------------------------
Substantial Contribution Claims of Ad Hoc Committee and     To be submitted in accordance with the Plan13
Indenture Trustee
----------------------------------------------------------- --------------------------------------------------------
Cure Amounts                                                             $182,509.39
----------------------------------------------------------- --------------------------------------------------------

          The Debtor before the Effective Date and the Continuing Estate
Representative, the Post-Effective Date Committee, and the Ad Hoc Committee
after the Effective Date reserve any and all rights, except as expressly stated
in the Plan, to object to or defend against any Claim asserted against the
Debtor.

             d. Claim Objections.

          Except as provided by the Plan, the Debtor before the Effective Date,
the Continuing Estate Representative and/or the Ad Hoc Committee (with respect
to non-Class 8A Claims) and the Post-Effective Date Committee (with respect of
Class 8A Claims) may file objections to Claims by 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. Subject to the Plan, the Debtor, the Continuing Estate
Representative, the Post-Effective Date Committee and the Ad Hoc Committee
reserve any and all rights they may have with respect to seeking the allowance
or disallowance of any and all Claims, including Claims not referenced in the
Disclosure Statement. In voting on the Plan, creditors may not rely on the
absence of an objection to their proofs of claim as any indication that the
Debtor or another party in interest ultimately will not object to the amount,

-------------------

     made by the Debtor and the Receiver, and the proofs of Claims Filed in the
     Case, settlements reached with certain creditors, and certain assumptions
     regarding Claims objections.  While the Debtor believes that the Creditors'
     Committee, the Post-Effective Date Committee or the Ad Hoc Committee will
     prevail in any Filed Claims objections, the Debtor cannot give any
     assurance that the Creditors' Committee, the Post-Effective Date Committee
     or the Ad Hoc Committee will prevail on a sufficient number of Claim
     objections to reduce the Claims to the amounts set forth in the foregoing
     chart.
13 - See Section III.A2.e for an explanation of the Substantial Contribution
     Claims of the Ad Hoc Committee and Indenture Trustee.

                                       31
</TABLE>

<PAGE>


priority, security, or allowability of their Claims (unless the Claim is
specifically allowed under the Plan). Moreover, to the extent provided for above
and in the Plan, the Debtor, the Continuing Estate Representative, the
Post-Effective Date Committee and the Ad Hoc Committee reserve, and intend to
prosecute, all objections to Claims and counterclaims the Debtor may have with
respect to Claims asserted against the Debtor, and, except as specifically set
forth in the Plan, further reserve the right to prosecute claims of the Debtor
and the Estate.

          Attached hereto as Exhibit "2" is a list of the Unsecured Creditors
who were Scheduled by the Debtor and/or have filed proofs of claim in the Case
(Exhibit "2" does not include any Claims based upon the rejection of executory
contracts or unexpired leases, which the Debtor believes will not exceed the
total amount of $200,000). Exhibit "2" also sets forth whether the Debtor
believes each Claim is an Allowed Claim or is a Disputed Claim. If the Debtor
has listed your Claim as Disputed, you should expect an objection to be brought
to your Claim. Many objections to Claims will be that the amount set forth in
the proof of claim does not reflect the amount set forth in the Debtor's books
and records, or does not account for payments made by the Receiver or the Debtor
after the Petition Date. Other objections may be raised to such Claims.

          PLEASE NOTE THAT THE DEBTOR HAS MADE EVERY ATTEMPT TO LIST ON EXHIBIT
"2" ALL OF THE GENERAL UNSECURED CLAIMS NOTED ON THE CLAIMS DOCKET MAINTAINED BY
THE BANKRUPTCY COURT. THE DEBTOR, HOWEVER, RESERVES THE RIGHT TO AMEND EXHIBIT
"2" AT ANY TIME PRIOR TO THE HEARING ON THE APPROVAL OF THIS DISCLOSURE
STATEMENT. FURTHER, THE DEBTOR RESERVES THE RIGHT TO OBJECT TO ANY AND ALL
CLAIMS ASSERTED AGAINST THE DEBTOR IN THE CASE NOTWITHSTANDING A CLAIM'S
INCLUSION OR NON-INCLUSION ON EXHIBIT "2" OR A CLAIM'S DESIGNATION AS A DISPUTED
CLAIM OR AN UNDISPUTED CLAIM ON EXHIBIT "2."

          8. Executory Contracts and Unexpired Leases.

          On the Petition Date, the Debtor was party to certain unexpired leases
and executory contracts. The Debtor has engaged in negotiations regarding many
of these agreements, and where appropriate, has rejected certain agreements.

                                       32

<PAGE>


          On the Effective Date, the Debtor intends to assume and assign to
Ameristar the unexpired leases and executory contracts designated for assumption
and assignment under the Asset Purchase Agreement and listed on the Schedule of
Assumed and Assigned Agreements. The initial Schedule of Assumed and Assigned
Agreements will be Filed on or before 21 days prior to the Confirmation Hearing.
The Debtor reserves its right to amend this schedule at any time prior to the
Effective Date.

          On the Effective Date, the Debtor will reject all executory contracts
and unexpired leases - other than those designated for assumption and assignment
under the Asset Purchase Agreement and listed on the Schedule of Assumed and
Assigned Agreements - to the extent that these agreements constitute executory
contracts or unexpired leases under Bankruptcy Code section 365.

          9. Avoidance Actions.

          Payments made by the Debtor within 90 days and one-year of the
Petition Date may be recoverable under Bankruptcy Code section 547 as
preferential transfers. Also, the Debtor may have other potential avoidance
actions, including actions to set aside and/or recover fraudulent transfers
arising under Bankruptcy Code sections 544 and 548 and applicable state law,
which may apply to transfers preceding the Petition Date by four or more years.
The Debtor has not evaluated the character and nature of the aforementioned
payments, the potential that they may be recoverable as preferential transfers
or the potential that they (or other transactions) may be recoverable as
fraudulent transfers. THE DEBTOR AND CONTINUING ESTATE REPRESENTATIVE RESERVE
THE RIGHT TO PURSUE THE RECOVERY OF PREFERENCES AND/OR FRAUDULENT TRANSFERS
COMMENCED PRIOR TO NOVEMBER 7, 2004 (THE STATUTE OF LIMITATIONS FOR COMMENCING
SUCH ACTIONS) IN THEIR DISCRETION.

III.     SUMMARY OF THE PLAN

          The following is a narrative description of certain provisions of the
Plan. The Plan is attached hereto as Exhibit "1." The following summary of the
Plan is qualified in its entirety by the actual terms of the Plan. In the event
of any conflict, the terms of the Plan will control over any summary set forth
in this Disclosure Statement.

                                       33

<PAGE>

     A.   Classification of Claims and Interests under the Plan.


          The Bankruptcy Code requires that a chapter 11 plan divide the
different claims against, and equity interests in, the debtor into separate
classes based upon their legal nature. Claims of a substantially similar legal
nature are usually classified together, as are equity interests of a
substantially similar legal nature. The Bankruptcy Code does not require the
classification of administrative claims and certain priority claims, and they
are typically denominated "unclassified claims."

          Under Bankruptcy Code section 1124, a class of claims is "impaired"
unless the plan (i) leaves unaltered the legal, equitable, and contractual
rights of the holders of claims in the class; or (ii) cures all defaults (other
than those arising from the debtor's insolvency, the commencement of the case,
or nonperformance of a nonmonetary obligation) that occurred before or after the
commencement of the case, reinstates the maturity of the claims in the class,
compensates the holders for their actual damages incurred as a result of their
reasonable reliance on any acceleration rights, and does not otherwise alter
their legal, equitable, and contractual rights. Except for any right to
accelerate the debtor's obligations, the holder of an unimpaired claim will be
placed in the position it would have been if the debtor's case had not been
commenced.

          A chapter 11 plan must designate each separate class of claims and
equity interests either as "impaired" (affected by the plan) or "unimpaired"
(unaffected by the plan). If a class of claims is "impaired," under the
Bankruptcy Code the holders of claims in that class are entitled to vote on the
plan (unless the plan provides for no distribution to the class, in which case
the class is deemed to reject the plan), and to the right to receive, under the
plan, property with a value at least equal to the value that the holder would
receive if the debtor were liquidated under chapter 7 of the Bankruptcy Code. If
a class of claims is unimpaired, the holders of claims in that class are deemed
to accept the plan.

          As required by the Bankruptcy Code, the Plan classifies Claims and
Interests into the following classes:

                                       34

<PAGE>
<TABLE>
<CAPTION>


---------------- -------------------------------------------- ------------------------ ---------------------------
     CLASS                       DESCRIPTION                         IMPAIRED/               VOTING STATUS
                                                                    UNIMPAIRED
---------------- -------------------------------------------- ------------------------ ---------------------------
     <S>         <C>                                                <C>                <C>
     None        Administrative Claims and Priority Tax             Unimpaired         Not Entitled to Vote
                 Claims
---------------- -------------------------------------------- ------------------------ ---------------------------
    Class 1      Secured Claim of Black Hawk BID                    Unimpaired         Not Entitled to Vote
---------------- -------------------------------------------- ------------------------ ---------------------------
    Class 2      Secured Claim of PCL                               Unimpaired         Not Entitled to Vote
---------------- -------------------------------------------- ------------------------ ---------------------------
    Class 3      Secured Claim of Steelman                          Unimpaired         Not 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            Unimpaired         Not Entitled to Vote
                 Tax Claims)
---------------- -------------------------------------------- ------------------------ ---------------------------
    Class 7      Priority Claims (Other than Priority Tax           Unimpaired         Not Entitled to Vote
                 Claims)
---------------- -------------------------------------------- ------------------------ ---------------------------
   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
---------------- -------------------------------------------- ------------------------ ---------------------------

          1. Unclassified Claims.

          Holders of Administrative Claims and certain other Claims do not vote
on a plan of reorganization because they are entitled to certain treatment
provided for them in the Bankruptcy Code. Therefore, the Debtor has not
classified these Claims.

             a. Administrative Claims.

          Administrative Claims are Claims under Bankruptcy Code section 503(b)
for costs or expenses that are allowed under Bankruptcy Code section 507(a)(1).
The Bankruptcy Code requires that all Administrative Claims be paid on the
Effective Date, unless a particular claimant agrees to a different treatment.

                                       35
</TABLE>

<PAGE>

Administrative Claims include the actual and necessary costs and expenses of the
Case. Those expenses include post-petition salaries and benefits owed to the
employees, post-petition rent, amounts owed to vendors providing goods and
services to the Debtor during the Case, tax obligations incurred after the
Petition Date, and certain statutory fees and charges. Other Administrative
Claims include the actual, reasonable fees and expenses of the Debtor's
professionals and professionals retained by the Creditors' Committee. Entities
holding Administrative Claims should take note: unless otherwise provided in the
Plan, entities that hold Administrative Claims other than Ordinary Course
Administrative Claims, Cure Payments and U.S. Trustee fees that do not timely
file and serve a motion seeking payment in accordance with Section II.B of the
Plan, will forever be barred from asserting those Administrative Claims against
the Debtor, the Estate, the Continuing Estate, or their respective property.

                     (1) 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

                                       36

<PAGE>


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.

          Allowance of Cure Payments: Cure Payments shall be allowed in
accordance with the procedures set forth in Section III.A.2 of the 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.

                    (2) 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.

                                       37

<PAGE>


          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. ss. 1930: The
Continuing Estate Representative will pay to the U.S. Trustee all fees due and
owing under 28 U.S.C. ss. 1930 in cash 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.

             b. 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.

          2. Classified Claims and Interests.

          As determined by Bankruptcy Code section 506(a), a claim is a secured
claim only to the extent of the value of the claimholder's interest in the
estate's interest in the collateral securing the claim, or to the extent of the
amount subject to setoff. Unsecured claims include claims that are not secured
by a lien, claims that are secured by interests in property that have no value,
or claims for the deficiency by which a claim exceeds the value of a
claimholder's interest in the collateral securing that claim. Interest holders
are entities that hold ownership interests (i.e., equity interests) in a debtor.
Where, as here, the debtor is a corporation, persons holding stock in the debtor
are interest holders.

             a. Class 1 (Secured Claim of 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

                                       38

<PAGE>


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.

             b. Class 2 (Secured Claim of PCL).

          Class 2 is unimpaired 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 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.

             c. Class 3 (Secured Claim of Steelman).

          Class 3 is unimpaired 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.

                                       39

<PAGE>


          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 Continuing Estate Representative
until the amount of the Class 3 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).

             d. 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).

             e. Class 5 (Secured Claim of First Mortgage Noteholders).

          Treatment: 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:

                                       40

<PAGE>


          (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 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.

          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.

          Substantial Contribution Claims of Ad Hoc Committee and Indenture
Trustee: 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 application by or on behalf of
such professionals to the Court and without notice and a 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 Effective Date and (ii) receipt of such invoices by the Indenture Trustee.

                                       41

<PAGE>


          The Debtor supports the Substantial Contribution Claims for a number
of reasons and believes that it should be approved. First, as explained in
Section II.C.5, above, the Asset Purchase Agreement is largely the result of the
marketing efforts initiated by the Ad Hoc Committee's professionals, who not
only identified potential buyers, but also took a laboring oar in the
negotiation and drafting of the Asset Purchase Agreement. The Debtor believes
that the consummation of the Asset Purchase Agreement will result in
substantially greater recoveries to virtually all creditors and Interest holders
than any other alternative explored or proposed during the pendency of the Case.
Second, the Ad Hoc Committee has been intimately involved in negotiating and
drafting the Plan and this Disclosure Statement, as well as several other
pleadings in this Case, including the Buyer Protection Motion, which was
approved by the Court on June 18, 2004 and was an integral first step toward the
consummation of the Asset Purchase Agreement and the Plan. As a result of these
efforts, the Debtor is now in a position to emerge quickly from chapter 11.
Third, the Ad Hoc Committee has devoted significant effort to negotiations with
other creditors in this Case regarding the terms of a consensual Plan. To that
end, the Debtor and/or Ad Hoc Committee have executed agreements with: (i) the
FF&E Lender, (ii) Hyatt, and (iii) the Creditors' Committee regarding the
treatment that these creditors will receive under the Plan. As a result, the
Debtor expects the Plan to be fully consensual. Fourth, the Ad Hoc Committee has
ensured, through additional negotiations, that, in addition to creditors, the
holders of Existing Preferred Stock will receive significant recoveries in this
Case. Fifth, because the Plan provides for fixed payments to each Class of
Claims and Interests that will receive distributions under the Plan (other than
Class 5 - Secured Claim of the First Mortgage Noteholders), the Substantial
Contribution Claims will be paid from the proceeds otherwise available for First
Mortgage Noteholders. This will have the effect of ensuring that all First
Mortgage Noteholders incur their Pro Rata share of the fees and costs incurred
by the Ad Hoc Committee. Stated differently, the recoveries of creditors and
Interest holders that are not First Mortgage Noteholders will be unaffected by
the payment of the Substantial Contribution Claims.

          In sum, as a result of the efforts of the Ad Hoc Committee, the Debtor
submits that the great majority of the constituencies in this Case will receive
recoveries under the Plan vastly superior to the recoveries that would have been

                                       42

<PAGE>


realized had the Ad Hoc Committee not been involved. The fact that the Ad Hoc
Committee itself benefited from these actions should not diminish its right to
the Substantial Contribution Claims in light of the fact that the Estate
benefited significantly as well (and at least to the same extent), especially
since no non-First Mortgage Noteholder will be affected by the allowance of the
Substantial Contribution Claims.

             f. Class 6 (Other Secured Claims).

          Class 6 is unimpaired 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 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.

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

          Class 7 is unimpaired under the Plan, and the legal, equitable, and
contractual rights of the holders of Allowed Class 7 Claims are unaltered by 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, without interest, on or before the latest

                                       43

<PAGE>


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.
h. 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. 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.

             i. 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 as Exhibit "E" to the Plan. The Confirmation
Order shall constitute an order approving the Hyatt Settlement Agreement and
each and every term contained therein.

             j. 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.

             k. 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

                                       44

<PAGE>


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.

             l. 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.

     B.   Treatment of Executory Contracts and Unexpired Leases.

          Subject to approval of the Court, the Bankruptcy Code empowers debtors
in possession such as the Debtor to assume, assume and assign, or reject
executory contracts and unexpired leases. As a general matter, an "executory
contract" is a contract under which material performance other than the payment
of money is due by both parties. If an executory contract or unexpired lease is
rejected by the debtor in possession, the agreement will be treated as if the
debtor in possession breached its objections thereunder immediately prior to the
commencement of bankruptcy proceedings, and the other party to the agreement may
file a claim for damages incurred by reason of the rejection. In the case of
rejection of employment agreements and leases of real property, such damage
claims are subject to certain limitations imposed by the Bankruptcy Code. If an
executory contract or unexpired lease is assumed and assigned, the assignee is
required to perform the obligations under the assigned agreements in accordance
with the terms of such agreements.

          1. Assumption and Assignment of Executory Contracts and Unexpired
Leases.

             a. Schedule of Assumed and Assigned Agreements.


          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.

          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

                                       45

<PAGE>


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.

             b. 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 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.

                                       46

<PAGE>


             c. 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
the later of: (a) ten (10) days before the Confirmation Hearing; or (b) five (5)
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.

             d. Resolution of Claims Relating to Assumed and Assigned
                Agreements.

          In accordance with the procedures set forth in Section III.A.2 of the
Plan 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, 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.

                                       47

<PAGE>


          2. Rejection of Executory Contracts and Unexpired Leases.

             a. 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.

             b. 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,
Ameristar 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.

          3. Contracts Entered into after the Petition Date.

          Except as expressly provided in the Plan, the Confirmation Order, or
the Asset Purchase Agreement, all contracts, leases, and other agreements that
the Debtor entered into after the Petition Date will be assigned to Ameristar.

     C.   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 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

                                       48

<PAGE>


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.

          1. 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.

          2. Transfer of the Acquired Assets to Ameristar.

          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 clear of any and all
Liens, Claims and encumbrances.

          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.

          3. Approval of Settlement Agreements.

          The Confirmation Order shall constitute an order of the Bankruptcy
Court approving, and authorizing the Debtor to enter into, the FF&E Settlement
Agreement and the Hyatt Settlement Agreement. The FF&E Settlement Agreement and

                                       49

<PAGE>


the Hyatt Settlement Agreement provide for the compromise of claims, the release
of certain liens and the treatment of the FF&E Lender's Claims and Hyatt's
Claims as set forth in the Plan. The Confirmation Order shall also constitute an
order of the Bankruptcy Court approving the Creditors' Committee Settlement
Agreement.

          4. The Continuing Estate.

             a. 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
the 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.

             b. Appointment of the Continuing Estate Representative.

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

                                       50

<PAGE>


          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.

             c. 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:

          1. 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.

          2. 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 (including by way of example the
Debtor's rights of recoupment, setoff or otherwise). Except as otherwise
provided in Section II.B.1 of the Plan (regarding allowance of Administrative
Claims) and Section IV.E.1 of the Plan (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.

                                       51

<PAGE>


          3. 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.

          4. File all tax and regulatory forms, returns, reports and other
documents required with respect to the Continuing Estate.

          5. 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.

          6. 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.

          7. Take all steps necessary to wind up the affairs of the Debtor and
the Case and take all such action as is necessary to enable the Debtor to comply
with its obligations under the Asset Purchase Agreement and the Plan.

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

          9. Dissolve (or cause to be dissolved) the Debtor corporation under
applicable law 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.

             d. 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.

             e. 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

                                       52

<PAGE>


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 of the Continuing
Estate Agreement.

          5. The Post-Effective Date Committee.

             a. 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.

             b. 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

                                       53

<PAGE>


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.

             c. 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.

          6. The Ad Hoc Committee.

             a. 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 of the Plan (regarding allowance of
Administrative Claims) and Section IV.E.1 of the Plan (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.

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


          Please see Section III.A.2.e, above, and Section IV.F.2 of the Plan
for a description and explanation of the Substantial Contribution Claims.

                                       54

<PAGE>


          7. 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.

          8. 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 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.

     D.   Other Plan Provisions.

          1. Exculpation.

          None of the Debtor, the Estate, the Continuing Estate Representative,
the Ad Hoc Committee, the Indenture Trustee, the Creditors' Committee or any of
their respective members, officers, directors, employees, advisors,
professionals or agents shall have or incur any liability to any holder of a
Claim or Interest for any act or omission in connection with, related to, or
arising out of the Case, the pursuit of confirmation of the Plan, the
consummation or administration of the Plan, or property to be distributed under
the Plan, except for willful misconduct or gross negligence, and in all
respects, the Debtor, the Estate, the Continuing Estate Representative, the Ad
Hoc Committee, the Creditors' Committee, and each of their respective members,
officers, directors, employees, advisors, professionals or agents shall be
entitled to rely on the advice of their respective counsel with respect to their
duties and responsibilities during the Case under the Plan.

                                       55

<PAGE>


          2. 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.

          3. 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.

          4. Exemption from Certain Transfer Taxes.

          In accordance with Bankruptcy Code section 1146(c), neither (i) the
issuance, transfer or exchange of a security, nor (ii) the delivery of an
instrument or transfer under, or in connection with, the Plan or the Asset
Purchase Agreement shall be subject to any recording tax, stamp tax, conveyance
fee, intangibles or similar tax, mortgage tax, real estate transfer tax,
mortgage recording tax, or other similar tax or governmental assessment, sales
tax, use tax, gross receipts tax, or other similar tax or governmental
assessment. The Confirmation Order shall direct all governmental officials and

                                       56

<PAGE>


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.

          5. 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.   Effect of Confirmation of the Plan.

          1. 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, 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.

          2. Binding Effect of Plan and Injunctions.

          Immediately upon the occurrence of the Effective Date, the terms of
the Plan and the Confirmation Order shall be deemed binding upon the Debtor, any
and all holders of Claims or Interests (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 and any and all entities who
are parties to or are subject to the settlements, compromises, releases,

                                       57

<PAGE>


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 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.

                                       58

<PAGE>


          3. Payment of U.S. Trustee Fees.

          The Continuing Estate Representative shall pay all U.S. Trustee Fees
in accordance with Section II.B.1 of the Plan.

          4. 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 as more particularly
set forth in Section VI.D of the Plan.

     F.   Consulting Agreements.

          As part of the transactions contemplated by the Asset Purchase
Agreement and the Plan, Ameristar anticipates entering into the following
consulting agreements with the following officers of the Debtor in order to
effect a smooth transition to new ownership: (1) Michael Armstrong (CFO), 2 year
consulting agreement for Mr. Armstrong's current salary of $151,800 per year
(with a 2-year Colorado gaming industry non-compete provision); (2) Timothy Rose
(President), 2 year consulting agreement for Mr. Rose's current salary of
$230,230 per year (with a 2-year Colorado gaming industry non-compete
provision); and (3) Jerry Dauderman (CEO), 1 year consulting agreement for Mr.
Dauderman's current salary of $240,000 per year (with a 2-year Colorado gaming
industry non-compete provision).

IV. CONFIRMATION PROCEDURES

          Because the law with respect to confirmation of a plan of
reorganization is very complex, creditors concerned with issues regarding
confirmation of the Plan should consult with their own attorneys. The following
discussion is intended solely for the purpose of providing basic information
concerning certain confirmation issues. The Debtor cannot and does not represent
that the discussion contained below is a complete summary of the law on this
topic.

          Many requirements must be met before the Bankruptcy Court may confirm
the Plan. Some of the requirements discussed in this Disclosure Statement
include acceptance of the Plan by the requisite number of holders of Claims and
Interests, whether the Plan pays such holders at least as much as they would
receive in a liquidation of the Debtor under chapter 7 of the Code, and whether

                                       59

<PAGE>


confirmation of the Plan is likely to be followed by the need for further
financial reorganization. These requirements, however, are not the only
requirements for confirmation, and the Bankruptcy Court will not confirm the
Plan unless and until it determines that the Plan satisfies all applicable
requirements, including requirements not referenced in this Disclosure
Statement.

     A.   Voting and Right to be Heard at Confirmation.

          1. Who may Support or Object to Confirmation of the Plan.

          Any party in interest with standing may support or object to the
confirmation of the Plan. Even entities who may not have a right to vote may
still have a right to support or object to Confirmation of the Plan.

          2. Who may Vote to Accept or Reject the Plan.

          A holder of a Claim or Interest generally has a right to vote for or
against the Plan if its Claim or Interest is both "allowed" for purposes of
voting and classified in an impaired Class (the Debtor believes that Classes 4,
5, 8A, 8B, 9A and 9B are impaired under the Plan).

          3. What is an Allowed Claim or Interest for Voting Purposes.

          As noted above, a creditor's Claim must be "allowed" for purposes of
voting in order for such creditor to have the right to vote on the Plan.
Generally, for voting purposes, a Claim is deemed "allowed" if: (i) a proof of
Claim or Interest was timely filed; or (ii) if no proof of Claim or Interest was
filed, the Claim or Interest is identified in the Schedules as other than
"disputed," "contingent," or "unliquidated." In any case, when an objection to a
Claim or Interest has been filed, the Claim or Interest holder cannot vote
unless the Bankruptcy Court, after notice and hearing, either overrules the
objection or allows the Claim or Interest for voting purposes.

          Under the Plan, the Class 1 Secured Claim of Black Hawk BID, the Class
2 Secured Claim of PCL, the Class 4 Secured Claim of the FF&E Lender, the Class
5 Secured Claim of the First Mortgage Noteholders and the Class 8B Unsecured
Claim of Hyatt are Allowed Claims.

          4. What is an Impaired Claim.

          As noted above, a Claim which is allowed for voting purposes only has
the right to vote on the Plan if it is in a Class that is impaired under the
Plan and if it will receive or retain any consideration under the Plan. A Class
is impaired if the Plan alters the legal, equitable, or contractual rights of
the members of that Class. The Debtor believes that the following Classes are
impaired under the Plan and entitled to vote: Classes 4, 5, 8A, 8B, 9A and 9B.

                                       60

<PAGE>


          5. Who is not Entitled to Vote.

          The holders of the following types of Claims or Interests are not
entitled to vote on the Plan: (a) Claims or Interests that have been disallowed;
(b) Claims or Interests that are subject to a pending objection and which have
not been allowed for voting purposes; (c) Claims entitled to priority pursuant
to Code sections 507(a)(1), (a)(2), and (a)(7); (d) Other Priority Claims (Class
7); (e) Secured Claim of Black Hawk BID (Class 1); (f) Secured Claim of PCL
(Class 2); (g) Secured Claim of Steelman (Class 3); (h) Other Secured Claims
(Class 6); and (i) Existing Common Stock (Class 10). Holders of Claims entitled
to priority pursuant to Code sections 507(a)(1), (a)(2), and (a)(7) are not
entitled to vote because such Claims are required to receive certain treatment
specified by the Code and are thus not classified under the Plan. Holders of
Existing Common Stock Interests are not entitled to vote because they will
receive nothing under the Plan and are presumed to have rejected the Plan. The
other Claims and Interests are not entitled to vote on the Plan because such
Claims and Interests are not impaired.

          6. Votes Necessary to Confirm the Plan.

          The Bankruptcy Court cannot confirm the Plan unless, among other
things: (a) at least one impaired Class has accepted the Plan without counting
the votes of any insiders within that Class; and (b) either all impaired Classes
have voted to accept the Plan, or the Plan is eligible to be confirmed by
Cramdown with respect to any dissenting impaired Class as discussed in Section
IV.A.7 and IV.D hereof.

          7. Request for Confirmation Despite Nonacceptance by Impaired Classes.

          As noted above, Class 10 (Existing Common Stock) is deemed to have
rejected the Plan. Even though one Class of Interests under the Plan is deemed
to have rejected the Plan, the Bankruptcy Court nevertheless may confirm the
Plan under the "cram down" provisions of Section 1129(b) of the Bankruptcy Code
if all of the other provisions of Section 1129(a) of the Bankruptcy Code are
met. Thus, the Debtor presently intends to undertake to have the Bankruptcy
Court confirm the Plan under the "cram down" provisions of section 1129(b) of
the Bankruptcy Code.

                                       61

<PAGE>


     B.   "Best Interests Test."

          Another confirmation requirement is the "Best Interests Test"
incorporated in Bankruptcy Code section 1129(a)(7). Under the best interest of
creditors test, the Plan is confirmable if, with respect to each impaired Class
of Claims or Interests, each holder of an Allowed Claim or Allowed Interest in
such Class has either (i) accepted the Plan, or (ii) receives or retains under
the Plan, on account of its Claim or Interest, property of a value, as of the
Effective Date, that is not less than the amount such holder would receive or
retain if the Debtor was to be liquidated under chapter 7 of the Bankruptcy
Code.

          Each holder of an Allowed Claim in Classes 4, 5 and 8B is expected to
accept the Plan. Each holder of a Claim in Class 8A and each holder of an
Interest in Classes 9A and 9B will receive far more under the Plan than such
creditor or Interest holder would receive if the Debtor was to be liquidated
under chapter 7 of the Bankruptcy Code. Holders of Interests in Class 10 would
not receive any consideration under a chapter 7 liquidation.

          In a chapter 7 case, a chapter 7 trustee with no familiarity with the
Case would be appointed to complete the liquidation and distribution process.
The trustee would need to retain new professionals, who would be unfamiliar with
the Case, to assist with the liquidation of the Debtor's assets, the pursuit of
claims and causes of action, and the objection to Disputed Claims and Interests.
The trustee and the trustee's professionals would have to expend considerable
time and effort to understand the issues in the converted bankruptcy case. In
addition, because the chapter 7 trustee would likely be unwilling and unable to
give the representations and warranties currently contained in the Asset
Purchase Agreement, it is extremely likely that the Ameristar transaction would
be jeopardized or that the consideration paid by Ameristar would be greatly
reduced. Moreover, section 7.1(b) of the Asset Purchase Agreement permits
Ameristar to terminate the Asset Purchase Agreement in the event the Debtor's
Case is converted to chapter 7. Furthermore, section 326 of the Bankruptcy Code
provides that the chapter 7 trustee is entitled to assert administrative expense
priority in the form of its statutory fees. In addition, costs of liquidation
would include any obligations and unpaid expenses incurred by the chapter 7
trustee as part of the administration of the Debtor's assets (including
professional fees and costs and other trade payables and liabilities), and the

                                       62

<PAGE>


obligations and unpaid expenses incurred by the Debtor during its Chapter 11
Case, including obligations trade creditors, the fees and costs of professionals
employed in the Case and amounts owed to the members of the Creditors'
Committee.

          Even assuming the Ameristar transaction were to close and that the
chapter 7 trustee did not incur any fees and expenses, the Debtor believes that
in a chapter 7 liquidation, the holders of Class 8A Claims would receive a
significantly smaller distribution on account of their Claims and that holders
of Interests in Classes 9A, 9B and 10 would receive no distribution on account
of their Interests by virtue of (i) the size of the First Mortgage Noteholders'
and the FF&E Lender's Secured Claims which encumber almost all of the Debtors'
assets, (ii) the

          Administrative Claims and Priority Claims that are senior to Class 8A
Claims, (iii) the unsecured deficiency Claims that would be held by the holders
of Secured Claims, and (iv) the substantial Allowed Unsecured Claim of Hyatt
($18,413,243.68). In a chapter 7 liquidation, the holders of Secured Claims,
Administrative Claims and Priority Claims (including Priority Tax Claims) must
be paid in full before the holders of Unsecured Claims could be paid, and the
holders of Unsecured Claims must be paid in full before the holders of Interests
may receive any consideration on account of their Interests.

          In contrast, under the Plan, which incorporates the terms of the Asset
Purchase Agreement, the Hyatt Settlement Agreement, the FF&E Settlement
Agreement, and the Creditors' Committee Settlement Agreement, holders of Allowed
Unsecured Claims in Class 8A will receive their Pro Rata share of $1,000,000 and
holders of Allowed Interests in Classes 9A and 9B will receive their Pro Rata
share of $2.5 million in Ameristar Stock.

     C.   Feasibility.

          The Bankruptcy Code requires that, in order for the Plan to be
confirmed by the Bankruptcy Court, it must be demonstrated that consummation of
the Plan is not likely to followed by the liquidation or the need for further
financial reorganization of the Debtor, unless such liquidation or
reorganization is proposed in the Plan. See 11 U.S.C. ss. 1129(a)(11). The Plan
provides for the liquidation of the Debtor's assets and the distribution of the
proceeds from the transfer of the Debtor's assets to holders of Allowed Claims
and Interests. As a result, the Plan satisfies the feasibility requirement set
forth in Bankruptcy Code section 1129.

                                       63

<PAGE>


     D.   Cramdown.

          Even if all classes do not consent to the proposed treatment of their
claims and interests under a plan, the plan nonetheless may be confirmed if the
dissenting classes are treated in the manner prescribed by the Bankruptcy Code.
The process by which dissenting classes are forced to abide by the terms of a
plan is commonly referred to as "cramdown." The Bankruptcy Code allows
dissenting classes to be crammed down if the plan does not "discriminate
unfairly" and is "fair and equitable." The Bankruptcy Code does not define
unfair discrimination, but it does set forth certain minimum requirements for
"fair and equitable" treatment. For a class of secured claims, "fair and
equitable" can mean that the secured claimants retain their liens and receive
deferred cash payments the present value of which equals the value of their
interest in collateral. For a class of unsecured claims, a plan is fair and
equitable if the claims in that class receive value equal to the allowed amount
of the claims, or, if the unsecured claims are not fully satisfied, no claim or
interest that is junior to such claims receives or retains anything under the
plan. Accordingly, if a class of unsecured claims rejects a plan under which a
junior class (e.g., a class of interest holders) will receive or retain any
property under the plan, the plan cannot be confirmed unless the plan provides
that the class of unsecured creditors receives value equal to the allowed amount
of the claims in that class.14

     E.   Risks.

          You should carefully consider the following risks, together with all
other information included in this Disclosure Statement. The realization of any
of the risks described below could have a material adverse effect on the
Debtor's ability to confirm the Plan. The principal risks are (1) the failure to
satisfy the conditions triggering Ameristar or the Debtor's obligations under
the Asset Purchase Agreement, and (2) the termination of the Asset Purchase
Agreement by either the Debtor or Ameristar.

          Article VI of the Asset Purchase Agreement sets forth the conditions
to Ameristar's and the Debtor's obligations to close the transaction and Article
VII of the Asset Purchase Agreement sets forth the provisions under which the
Debtor and/or Ameristar have the right to terminate the agreement. You are
encouraged to review these sections of the Asset Purchase Agreement.

-------------------


14 - These are complex statutory provisions. The preceding paragraph does not
     purport to state or explain fully the applicable statutes or case law.


                                       64

<PAGE>


          In addition, consummation of the Plan and Asset Purchase Agreement
will have significant tax consequences that may adversely affect the value of
distributions made to creditors under the Plan. See Exhibit "3" hereto for a
detailed discussion of the tax consequences of the Plan.

     F.   Effective Date.

          The Plan shall not become binding until the Effective Date occurs. The
Effective Date is 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.

V. CERTAIN TAX CONSEQUENCES OF THE PLAN

          The discussion of the federal income tax consequences of the
implementation of the Plan to the Debtor and holders of Claims and Interests is
contained in Exhibit "3", which will be Filed at least ten (10) days before the
hearing on approval of the Disclosure Statement.

VI. RECOMMENDATION AND CONCLUSION

          The Debtor believes that the Plan provides the greatest possible
recovery to holders of Claims and Interests, that acceptance of the Plan is in
the best interests of all parties, and that any alternative would result in a
significantly reduced recovery to holders of Claims and Interests, as well as
delay, uncertainty, and expense. Accordingly, the Debtor urges holders of
impaired Claims and Interests to vote to accept the Plan, by so indicating on
their Ballots, and returning them as specified in this Disclosure Statement and
on their Ballots.

PLAN PROPOSED BY:

WINDSOR WOODMONT BLACK HAWK
RESORT CORPORATION:


By:
          -------------------------------------------
          Jerry L. Dauderman
          Chief Executive Officer