Exhibit 10.11


Docket #1906 Date Filed: 12/7/2009




UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 


In re:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Case No.
 08-53104 

 
	
  

 	
  

 	
  

 	
  

 
	
 GREEKTOWN
HOLDINGS, L.L.C., et al.1  

 	
  

 	
  

 	
 Chapter 11 

 
	
  

 	
  

 	
  

 	
 Jointly
 Administered

 
	
  

 	
  

 	
  

 	
  

 
	
 Debtors.

 	
  

 	
  

 	
 Hon. Walter
 Shapero 

 
	
  

 	
  

 	
  

 	
  

 
	

 ________________________________________________/

 	
  

 	
  

 	
  

 


DISCLOSURE STATEMENT FOR SECOND AMENDED JOINT
PLANS OF

REORGANIZATION FOR THE DEBTORS PROPOSED BY 

NOTEHOLDER PLAN PROPONENTS INCLUDING OFFICIAL COMMITTEE OF

UNSECURED CREDITORS AND INDENTURE TRUSTEE


Dated:
December 7, 2009 




THE VOTING
DEADLINE TO ACCEPT OR REJECT THE PLAN IS JANUARY 4, 2010, AT 7:00 P.M., UNLESS
EXTENDED. TO BE COUNTED, YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE CLAIMS
AGENT BEFORE THE VOTING DEADLINE. 

 


1The Debtors in
these jointly-administered cases include Greektown Holdings, L.L.C.; Greektown
Casino, L.L.C.; Kewadin Greektown Casino, L.L.C.; Monroe Partners, L.L.C.;
Greektown Holdings II, Inc.; Contract Builders Corporation; Realty Equity
Company Inc.; and Trappers GC Partner, LLC.









PLEASE READ THIS IMPORTANT INFORMATION


          THE
BANKRUPTCY CODE REQUIRES THAT A PARTY PROPOSING A CHAPTER 11 PLAN OF
REORGANIZATION PREPARE AND FILE A DOCUMENT WITH THE BANKRUPTCY COURT CALLED A
“DISCLOSURE STATEMENT.” THIS DOCUMENT IS THE DISCLOSURE STATEMENT FOR THE JOINT
PLANS OF REORGANIZATION OF GREEKTOWN HOLDINGS, LLC AND ITS DEBTOR AFFILIATES IN
THESE CHAPTER 11 CASES. THE INFORMATION PROVIDED IN THIS DISCLOSURE STATEMENT
IS FOR THE PURPOSE OF SOLICITING ACCEPTANCES OF THE PLAN AND SHOULD NOT BE
RELIED ON FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER AND HOW TO VOTE ON
THE PLAN. 


          THIS
DISCLOSURE STATEMENT INCLUDES CERTAIN EXHIBITS, EACH OF WHICH ARE INCORPORATED
INTO THIS DISCLOSURE STATEMENT BY REFERENCE. ALL UNDEFINED CAPITALIZED TERMS IN
THIS DISCLOSURE STATEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE PLAN. 


          THIS
DISCLOSURE STATEMENT HAS BEEN PREPARED PURSUANT TO BANKRUPTCY CODE SECTION 1125
AND BANKRUPTCY RULE 3016(b) AND IS NOT NECESSARILY IN ACCORDANCE WITH FEDERAL
OR STATE SECURITIES LAWS OR OTHER SIMILAR LAWS. THIS DISCLOSURE STATEMENT
SUMMARIZES CERTAIN PLAN PROVISIONS AND CERTAIN OTHER DOCUMENTS AND FINANCIAL
INFORMATION. THE NOTEHOLDER PLAN PROPONENTS BELIEVE THAT THE SUMMARIES ARE FAIR
AND ACCURATE. THE SUMMARIES OF FINANCIAL INFORMATION AND THE DOCUMENTS ATTACHED
TO, OR INCORPORATED BY REFERENCE INTO, THIS DISCLOSURE STATEMENT ARE QUALIFIED
IN THEIR ENTIRETY BY REFERENCE TO SUCH INFORMATION AND DOCUMENTS. IN THE EVENT
OF ANY INCONSISTENCY OR DISCREPANCY BETWEEN A DESCRIPTION IN THIS DISCLOSURE
STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN, OR THE OTHER DOCUMENTS AND
FINANCIAL INFORMATION INCORPORATED IN THIS DISCLOSURE STATEMENT BY REFERENCE,
THE PLAN OR THE OTHER DOCUMENTS AND FINANCIAL INFORMATION, AS THE CASE MAY BE,
SHALL GOVERN FOR ALL PURPOSES. 


          THE
STATEMENTS AND FINANCIAL INFORMATION IN THIS DISCLOSURE STATEMENT ARE MADE AS
OF THE DATE OF THIS DISCLOSURE STATEMENT UNLESS OTHERWISE SPECIFIED. CLAIM AND
INTEREST HOLDERS REVIEWING THIS STATEMENT SHOULD NOT INFER AT THE TIME OF SUCH
REVIEW THAT THERE HAVE BEEN NO CHANGES IN THE FACTS IN THIS DISCLOSURE
STATEMENT. THE NOTEHOLDER PLAN PROPONENTS ARE UNDER NO OBLIGATION, AND
EXPRESSLY DISCLAIM ANY OBLIGATION, TO UPDATE THIS DISCLOSURE STATEMENT, WHETHER
AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE. EACH CLAIM HOLDER
ENTITLED TO VOTE ON THE PLAN SHOULD CAREFULLY REVIEW THE PLAN, THIS DISCLOSURE
STATEMENT, AND THE EXHIBITS TO EACH IN THEIR ENTIRETY BEFORE CASTING A BALLOT. 


ii






          NO
ONE IS AUTHORIZED TO GIVE ANY INFORMATION RESPECTING THE PLAN OTHER THAN THAT
WHICH IS CONTAINED IN THIS DISCLOSURE STATEMENT. THE NOTEHOLDER PLAN PROPONENTS
HAVE NOT AUTHORIZED ANY REPRESENTATIONS CONCERNING THE DEBTORS OR THE VALUE OF
THEIR PROPERTY OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT. HOLDERS OF
CLAIMS SHOULD NOT RELY UPON ANY INFORMATION, REPRESENTATIONS, OR INDUCEMENTS
MADE TO OBTAIN ACCEPTANCE OF THE PLAN THAT ARE OTHER THAN, OR INCONSISTENT
WITH, THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT AND IN THE PLAN. 


          THIS
DISCLOSURE STATEMENT DOES NOT CONSTITUTE AND MAY NOT BE CONSTRUED AS, AN
ADMISSION OF FACT, LIABILITY, STIPULATION, OR WAIVER, BUT RATHER IS A STATEMENT
MADE IN THE CONTEXT OF SETTLEMENT NEGOTIATIONS UNDER FEDERAL RULE OF EVIDENCE 408.



          THE
DEBTORS AND THE FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS IN CONNECTION WITH CERTAIN FINANCIAL INFORMATION PROVIDED BY THE
DEBTORS PREPARED THE FINANCIAL PROJECTIONS PROVIDED IN THIS DISCLOSURE
STATEMENT. THE PROJECTIONS ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES AND
ASSUMPTIONS THAT, MAY NOT BE REALIZED, AND ARE INHERENTLY SUBJECT TO
SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET, AND
FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH WILL BE BEYOND THE
NOTEHOLDER PLAN PROPONENTS’ CONTROL. THE NOTEHOLDER PLAN PROPONENTS CAUTION
THAT THEY CAN NEITHER MAKE ANY REPRESENTATIONS AS TO THE FINANCIAL PROJECTIONS’
ACCURACY NOR TO REORGANIZED GREEKTOWN’ ABILITY TO ACHIEVE THE PROJECTED
RESULTS. SOME ASSUMPTIONS WILL INEVITABLY NOT MATERIALIZE. FURTHERMORE, EVENTS
AND CIRCUMSTANCES OCCURRING AFTER THE DATE THESE FINANCIAL PROJECTIONS WERE
PREPARED MAY DIFFER FROM ANY ASSUMED FACTS AND CIRCUMSTANCES. MOREOVER,
UNANTICIPATED EVENTS AND CIRCUMSTANCES MAY COME TO PASS, AND MAY AFFECT
FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER. THE
PROJECTIONS, THEREFORE, MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER ASSURANCE
OF ACTUAL RESULTS. 


          PLEASE
REFER TO ARTICLE VII OF THIS DISCLOSURE STATEMENT, “CERTAIN FACTORS TO
BE CONSIDERED BEFORE VOTING”, FOR A DISCUSSION OF CERTAIN CONSIDERATIONS IN
CONNECTION WITH A DECISION BY AN IMPAIRED CLAIM HOLDER ENTITLED TO VOTE ON THE
PLAN TO ACCEPT THE PLAN. 


          THE
BANKRUPTCY COURT HAS SCHEDULED THE CONFIRMATION HEARING TO COMMENCE ON JANUARY
12, 2010, AT 10:00 A.M. PREVAILING EASTERN TIME BEFORE THE HONORABLE WALTER
SHAPERO, UNITED STATES BANKRUPTCY JUDGE, IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF MICHIGAN, SOUTHERN DIVISION, LOCATED AT THE
THEODORE LEVIN COURTHOUSE, 231 WEST LAFAYETTE BLVD., 10TH FLOOR, DETROIT, 


iii






MICHIGAN
48226. THE CONFIRMATION HEARING MAY BE ADJOURNED FROM TIME TO TIME BY THE
BANKRUPTCY COURT WITHOUT FURTHER NOTICE EXCEPT FOR AN ANNOUNCEMENT OF THE
ADJOURNED DATE MADE AT THE CONFIRMATION HEARING OR ANY ADJOURNMENT OF THE
CONFIRMATION HEARING. 


          TO
BE COUNTED, IMPAIRED CLAIM HOLDERS ENTITLED TO VOTE ON THE PLAN MUST CAST THEIR
BALLOT INDICATING ACCEPTANCE OR REJECTION OF THE PLAN IN ACCORDANCE WITH THE
INSTRUCTIONS ON THE BALLOT AND IN ACCORDANCE WITH THE SOLICITATION PROCEDURES
DESCRIBED IN FURTHER DETAIL IN THIS DISCLOSURE STATEMENT. ANY BALLOT RECEIVED
AFTER THE VOTING DEADLINE WILL BE COUNTED IN THE NOTEHOLDER PLAN PROPONENTS’
SOLE DISCRETION. 


          MANY
OF THE SECURITIES DESCRIBED IN THIS DISCLOSURE STATEMENT WILL BE ISSUED TO
CREDITORS WITHOUT REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT“), OR ANY SIMILAR FEDERAL, STATE, OR LOCAL LAW,
AND WILL INSTEAD RELY UPON (A) THE EXEMPTIONS SET FORTH IN BANKRUPTCY CODE
SECTION 1145 TO THE MAXIMUM EXTENT PERMITTED AND APPLICABLE AND (B) TO THE
EXTENT SECTION 1145 IS EITHER NOT PERMITTED OR NOT APPLICABLE, THE EXEMPTION
SET FORTH IN SECTION 4(2) OF THE SECURITIES ACT OR REGULATION D PROMULGATED
THEREUNDER. THE NOTEHOLDER PLAN PROPONENTS RECOMMEND THAT POTENTIAL RECIPIENTS
OF ANY SECURITIES UNDER THE PLAN CONSULT THEIR OWN LEGAL COUNSEL CONCERNING THE
SECURITIES LAWS GOVERNING THE TRANSFERABILITY OF ANY SUCH SECURITIES. 


          NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE AUTHORITY HAVE PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE STATEMENT OR UPON THE MERITS OF THE
PLAN. 


          THIS
DISCLOSURE STATEMENT MAY CONTAIN “FORWARD-LOOKING STATEMENTS” WITHIN THE
MEANING OF SECTION 27A AND SECTION 21E OF THE SECURITIES ACT. SUCH STATEMENTS
MAY CONTAIN WORDS SUCH AS “MAY”, “EXPECT”, “ANTICIPATE”, “ESTIMATE”, OR
“CONTINUE” OR THE NEGATIVE THEREOF OR COMPARABLE TERMINOLOGY, AND MAY INCLUDE,
WITHOUT LIMITATION, INFORMATION REGARDING THE DEBTORS’ EXPECTATIONS REGARDING
FUTURE EVENTS. FORWARD-LOOKING STATEMENTS ARE INHERENTLY UNCERTAIN,
PARTICULARLY IN LIGHT OF THE CURRENT WORLDWIDE FINANCIAL AND CREDIT CRISIS, AND
ACTUAL RESULTS MAY DIFFER FROM THOSE EXPRESSED OR IMPLIED IN THIS DISCLOSURE
STATEMENT AND THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS DISCLOSURE
STATEMENT. IN PREPARING THIS DISCLOSURE STATEMENT, THE NOTEHOLDER PLAN
PROPONENTS RELIED ON FINANCIAL DATA DERIVED FROM THE DEBTORS’ BOOKS AND RECORDS
OR THAT WAS OTHERWISE MADE AVAILABLE TO THEM AT THE TIME OF SUCH PREPARATION
AND ON VARIOUS ASSUMPTIONS REGARDING THE DEBTORS’ BUSINESSES AND THEIR EXPECTED
FUTURE 


iv







RESULTS AND
OPERATIONS. WHILE THE NOTEHOLDER PLAN PROPONENTS BELIEVE THAT SUCH FINANCIAL
INFORMATION FAIRLY REFLECTS THE FINANCIAL CONDITION OF THE DEBTORS AS OF THE
DATE OF THIS DISCLOSURE STATEMENT, AND THAT THE ASSUMPTIONS REGARDING FUTURE
EVENTS REFLECT REASONABLE BUSINESS JUDGMENTS, NO REPRESENTATIONS OR WARRANTIES
ARE MADE AS TO THE ACCURACY OF THE FINANCIAL INFORMATION CONTAINED IN THIS
DISCLOSURE STATEMENT OR THE NOTEHOLDER PLAN PROPONENTS’ ASSUMPTIONS REGARDING
THE DEBTORS’ BUSINESSES AND DEBTORS’ FUTURE RESULTS AND OPERATIONS. THE NOTEHOLDER
PLAN PROPONENTS EXPRESSLY CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY
FORWARD-LOOKING STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT. 


AMONG
OTHER FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM CURRENT
ESTIMATES OF FUTURE PERFORMANCE ARE THE FOLLOWING: (1) THE NOTEHOLDER PLAN
PROPONENTS’ ABILITY TO DEVELOP, PROSECUTE, CONFIRM, AND CONSUMMATE ONE OR MORE
PLANS OF REORGANIZATION; (2) THE CHAPTER 11 CASES’ POTENTIAL ADVERSE IMPACT ON
THE DEBTORS’ OPERATIONS, MANAGEMENT, AND EMPLOYEES; (3) THE OUTCOME AND TIMING
OF THE DEBTORS’ EFFORTS TO RESTRUCTURE AND/OR SELL CERTAIN ASSETS; (4) THE
EFFECT OF THE CURRENT RECESSION AND TURMOIL IN THE CREDIT AND FINANCIAL
MARKETS; (5) THE EFFECTS OF INTENSE COMPETITION IN THE GAMING INDUSTRY; (6) THE
RISK THAT THE DEBTORS MAY LOSE OR FAIL TO OBTAIN OR RENEW GAMING OR OTHER
NECESSARY LICENSES REQUIRED FOR THEIR BUSINESSES’ OPERATION; (7) THE RISK THAT
THE RECIPIENTS OF NEW PREFERRED STOCK AND/OR NEW COMMON STOCK MAY FAIL TO OBTAIN
GAMING OR OTHER NECESSARY LICENSES REQUIRED FOR THEIR BUSINESSES’ OPERATION;
(8) THE EFFECTS OF EXTENSIVE GOVERNMENT GAMING REGULATION AND TAXATION POLICIES
THAT THE DEBTORS ARE SUBJECT TO, AS WELL AS ANY CHANGES IN LAWS AND REGULATIONS
THAT COULD HARM THE DEBTORS’ BUSINESSES; (9) THE RISKS RELATING TO MECHANICAL
FAILURES AT THE DEBTORS’ LOCATION; (10) THE RISKS RELATING TO REGULATORY
COMPLIANCE; (11) THE EFFECTS OF EVENTS ADVERSELY IMPACTING THE ECONOMY OR THE
REGION WHERE THE DEBTORS DRAW A SIGNIFICANT PERCENTAGE OF THEIR CUSTOMERS,
INCLUDING THE EFFECTS OF WAR, TERRORISM, OR SIMILAR ACTIVITY OR DISASTERS IN,
AT, OR AROUND THE DEBTORS’ LOCATION; (12) THE EFFECTS OF ENERGY PRICE INCREASES
ON THE DEBTORS’ COST OF OPERATIONS AND REVENUES; AND (13) FINANCIAL COMMUNITY
AND RATING-AGENCY PERCEPTIONS OF THE DEBTORS’ BUSINESS, AND THE EFFECT OF
ECONOMIC, CREDIT, AND CAPITAL-MARKET CONDITIONS ON THE ECONOMY AND THE GAMING
AND HOTEL INDUSTRY. 


THE
LIQUIDATION ANALYSIS, DISTRIBUTION PROJECTIONS, AND OTHER INFORMATION IN THIS
DISCLOSURE STATEMENT ARE ESTIMATES ONLY, AND THE TIMING AND AMOUNT OF ACTUAL
DISTRIBUTIONS TO ALLOWED CLAIM HOLDERS MAY BE AFFECTED BY MANY FACTORS THAT
CANNOT BE PREDICTED. THEREFORE, ANY ANALYSES, ESTIMATES, OR RECOVERY
PROJECTIONS MAY OR 


v






MAY NOT TURN
OUT TO BE ACCURATE. 


CLAIMS HOLDERS
MAY NOT RELY ON THIS DISCLOSURE STATEMENT FOR, AND THIS DISCLOSURE STATEMENT
DOES NOT PROVIDE, ANY LEGAL, FINANCIAL, REGULATORY, SECURITIES, TAX OR BUSINESS
ADVICE. THE NOTEHOLDER PLAN PROPONENTS URGE EACH CLAIM HOLDER TO CONSULT WITH
ITS OWN ADVISORS WITH RESPECT TO ANY SUCH LEGAL, FINANCIAL, REGULATORY,
SECURITIES, TAX, OR BUSINESS ADVICE IN REVIEWING THIS DISCLOSURE STATEMENT, THE
PLAN, AND EACH OF THE PROPOSED TRANSACTIONS. FURTHERMORE, THE BANKRUPTCY
COURT’S APPROVAL OF THE ADEQUACY OF DISCLOSURE IN THIS DISCLOSURE STATEMENT
DOES NOT CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL OF THE PLAN’S MERITS. 


vi






TABLE OF CONTENTS


	
  
 	
  
 	
  
 	
  
 
	
 Summary of The Plan
 	
  
 	
 ix
 
	
  
 	
  
 	
  
 	
  
 
	
 I.
 INTRODUCTION
 	
  
 	
 1
 
	
 A.
 	
 Rules of
 Interpretation, Computation of Time, and Reference to Monetary Figures
 	
  
 	
 2
 
	
 B.
 	
 Source of
 Information
 	
  
 	
 3
 
	
 C.
 	
 Solicitation
 Package
 	
  
 	
 3
 
	
 D.
 	
 General
 Voting Procedures and Deadline
 	
  
 	
 4
 
	
 E.
 	
 Questions
 About Voting Procedures
 	
  
 	
 4
 
	
 F.
 	
 Confirmation
 Hearing and Deadline for Objections to Confirmation
 	
  
 	
 4
 
	
  
 	
  
 	
  
 	
  
 
	
 II.
 BACKGROUND INFORMATION
 	
  
 	
 5
 
	
 A.
 	
 The Debtors’
 Businesses
 	
  
 	
 5
 
	
 B.
 	
 Directors,
 Managers, and Officers
 	
  
 	
 6
 
	
 C.
 	
 Regulation
 Under the Michigan Gaming Control and Revenue Act
 	
  
 	
 9
 
	
 D.
 	
 The
 Construction Project
 	
  
 	
 22
 
	
 E.
 	
 The Debtors’
 Pre-petition Capital Structure
 	
  
 	
 24
 
	
 F.
 	
 Events
 Leading to the Chapter 11 Cases
 	
  
 	
 25
 
	
  
 	
  
 	
  
 	
  
 
	
 III.
 SIGNIFICANT EVENTS DURING THE CHAPTER 11 CASES
 	
  
 	
 26
 
	
 A.
 	
 Filing the Chapter
 11 Case Petitions
 	
  
 	
 26
 
	
 B.
 	
 Business
 Continuation; Litigation Stay
 	
  
 	
 26
 
	
 C.
 	
 Stabilizing
 Operations
 	
  
 	
 27
 
	
 D.
 	
 Unsecured
 Creditors
 	
  
 	
 31
 
	
 E.
 	
 Regulatory
 Issues
 	
  
 	
 32
 
	
 F.
 	
 Insider
 Transactions
 	
  
 	
 33
 
	
 G.
 	
 Retention of
 Investment Banker and Exploration of Sale Options
 	
  
 	
 34
 
	
 H.
 	
 Retention of
 The Fine Point Group
 	
  
 	
 34
 
	
 I.
 	
 Claims
 Process and Bar Dates
 	
  
 	
 34
 
	
 J.
 	
 Pending and
 Contemplated Litigation and Other Contested Matters
 	
  
 	
 34
 
	
 K.
 	
 Exclusivity
 	
  
 	
 35
 
	
 L.
 	
 The
 Debtor/Lender Plan and Solicitation
 	
  
 	
 36
 
	
 M.
 	
 The Purchase
 and Put Agreement
 	
  
 	
 36
 
	
 N.
 	
 The Letter
 Agreement
 	
  
 	
 37
 
	
 O.
 	
 The
 Stipulation
 	
  
 	
 37
 
	
  
 	
  
 	
  
 
	
 IV. SUMMARY
 OF SIGNIFICANT TRANSACTIONS CONTEMPLATED UNDER THE PLAN AND DESCRIPTION OF
 POST-CONFIRMATION CAPITAL STRUCTURE
 	
  
 	
 38
 
	
 A.
 	
 New
 Revolving Credit Facility
 	
  
 	
 38
 
	
 B.
 	
 New Senior
 Secured Notes
 	
  
 	
 38
 
	
 C.
 	
 New
 Preferred Stock and Rights Offering Warrants
 	
  
 	
 38
 
	
 D.
 	
 New Common
 Stock
 	
  
 	
 40
 
	
 E.
 	
 Litigation
 Trust
 	
  
 	
 40
 
	
  
 	
  
 	
  
 
	
 V. SUMMARY
 OF THE JOINT PLAN OF REORGANIZATION
 	
  
 	
 40
 
	
 A.
 	
 Purpose and
 Effect of the Plan
 	
  
 	
 40
 
	
 B.
 	
 Classification
 and Treatment of Claims and Interests
 	
  
 	
 40
 


vii










	
  

 	
  

 	
  

 	
  

 
	
 C.

 	
 Acceptance
 or Rejection of the Plan

 	
  

 	
 48

 
	
 D.

 	
 Procedures
 for Resolving Disputed Claims

 	
  

 	
 49

 
	
 E.

 	
 Executory
 Contracts and Unexpired Leases

 	
  

 	
 52

 
	
 F.

 	
 Means for
 Implementation of the Plan

 	
  

 	
 54

 
	
 G.

 	
 Provisions
 Governing Distributions

 	
  

 	
 70

 
	
 H.

 	
 Settlement,
 Release, Injunction, and Related Provisions

 	
  

 	
 75

 
	
 I.

 	
 Allowance
 and Payment of Certain Administrative Claims

 	
  

 	
 79

 
	
 J.

 	
 Confirmation
 and Consummation of the Plan

 	
  

 	
 81

 
	
 K.

 	
 Plan
 Modification, Revocation, or Withdrawal

 	
  

 	
 83

 
	
 L.

 	
 Retention of
 Jurisdiction

 	
  

 	
 84

 
	
 M.

 	
 Miscellaneous
 Provisions

 	
  

 	
 86

 
	
  

 	
  

 	
  

 	
  

 
	
 VI.
 STATUTORY REQUIREMENTS FOR PLAN CONFIRMATION

 	
  

 	
 88

 
	
 A.

 	
 The
 Confirmation Hearing

 	
  

 	
 89

 
	
 B.

 	
 Confirmation
 Standards

 	
  

 	
 89

 
	
 C.

 	
 Best
 Interests of Creditors Test

 	
  

 	
 90

 
	
 D.

 	
 Financial
 Feasibility

 	
  

 	
 91

 
	
 E.

 	
 Acceptance
 by Impaired Classes

 	
  

 	
 91

 
	
 F.

 	
 Confirmation
 Without Acceptance by All Impaired Classes

 	
  

 	
 91

 
	
  

 	
  

 	
  

 	
  

 
	
 VII. CERTAIN
 FACTORS TO BE CONSIDERED BEFORE VOTING

 	
  

 	
 92

 
	
 A.

 	
 Certain
 Bankruptcy Law Considerations

 	
  

 	
 92

 
	
 B.

 	
 Risk Factors
 That May Affect Allowed Claim Holders’ Recovery

 	
  

 	
 94

 
	
 C.

 	
 Risk Factors
 that Could Negatively Impact the Debtors’ Businesses

 	
  

 	
 96

 
	
 D.

 	
 Risks
 Associated With Forward-Looking Statements

 	
  

 	
 105

 
	
 E.

 	
 Disclosure
 Statement Disclaimer

 	
  

 	
 105

 
	
 F.

 	
 Alternatives
 to Confirmation and Consummation of the Plan

 	
  

 	
 107

 
	
  

 	
  

 	
  

 	
  

 
	
 VIII. SECURITIES
 LAWS MATTERS

 	
  

 	
 108

 
	
  

 	
  

 	
  

 	
  

 
	
 IX. CERTAIN
 U.S. FEDERAL INCOME TAX CONSIDERATIONS

 	
  

 	
 111

 
	
 A.

 	
 U.S. Federal
 Income Tax Considerations for the Debtors

 	
  

 	
 113

 
	
 B.

 	
 U.S. Federal
 Income Tax Considerations for Holders

 	
  

 	
 115

 
	
  

 	
  

 	
  

 	
  

 
	
 X. VOTING
 INSTRUCTIONS

 	
  

 	
 121

 
	
 A.

 	
 Record Date

 	
  

 	
 121

 
	
 B.

 	
 Confirmation
 Generally

 	
  

 	
 122

 
	
 C.

 	
 Who Can Vote

 	
  

 	
 122

 
	
 D.

 	
 Classes
 Impaired Under the Plan

 	
  

 	
 123

 
	
 E.

 	
 Contents of
 the Solicitation Package

 	
  

 	
 123

 
	
 F.

 	
 Distribution
 of Solicitation Package

 	
  

 	
 124

 
	
 G.

 	
 Voting

 	
  

 	
 124

 
	
 H.

 	
 Establishing
 Claim Amounts

 	
  

 	
 125

 
	
 I.

 	
 Ballot
 Tabulation

 	
  

 	
 125

 
	
 J.

 	
 Subscription
 Procedures

 	
  

 	
 127

 
	
  

 	
  

 	
  

 	
  

 
	
 XI.
 RECOMMENDATION

 	
  

 	
 129

 


viii






Summary of The Plan


          This
summary is a general overview only and is intended only as a summary of the
background of the Debtors’ Chapter 11 Cases and the Plan’s distribution
provisions. This summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information contained in the Plan and
elsewhere in this Disclosure Statement. For a complete understanding of the
Plan, you should read this Disclosure Statement, the Plan, and the Exhibits to
each. All descriptions of documents and agreements herein are qualified in the
entirety by reference to such provisions of such documents and agreements. All
undefined capitalized terms in this Disclosure Statement have the meanings set
forth in the Plan. A copy of the Plan is attached as Exhibit A to this Disclosure
Statement. 


          On
May 29, 2008 (the “Petition Pate”), Greektown Holdings, L.L.C. (“Holdings”),
and its affiliates Greektown Casino, L.L.C. (“Casino”); Kewadin
Greektown Casino, L.L.C. (“Kewadin”): Monroe Partners, L.L.C. (“Monroe”);
Greektown Holdings II, Inc. (“Holdings II”); Contract Builders
Corporation (“Builders”); Realty Equity Company Inc. (“Realty”);
and Trappers GC Partner, LLC (“Trappers”) each commenced a case in the
United States Bankruptcy Court for the Eastern District of Michigan under
Chapter 11 of the Bankruptcy Code. Under Bankruptcy Code sections 1107 and
1108, the Debtors are operating their businesses as debtors in possession. On
June 13, 2008, the Bankruptcy Court entered an order under Bankruptcy Rule
1015(b) jointly administering the Chapter 11 Cases under the lead case,
Greektown Holdings, L.L.C, Case No. 08-53104. 


          The
Noteholder Plan Proponents submit this Disclosure Statement to Claim and
Interest Holders in connection with the solicitation of votes to accept or
reject the Plan and the Confirmation Hearing, which is scheduled for January
12, 2010 at 10:00 a.m., prevailing Eastern time. 


          The
Plan described in this Disclosure Statement is offered as an alternative to the
plan previously submitted by the Debtors (as has been amended from time to
time, the (“Debtor/Lender Plan”) for your vote. The Plan described
herein results in a higher valuation and provides a higher recovery to the
General Unsecured Classes and a combination of New Common Stock and the right
to participate in the Rights Offering to the Holders of Bond Claims, who would
receive nothing under the Debtor/Lender Plan. The key terms of the Plan, are: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A $200
 million fully committed equity offering pursuant to the terms and conditions
 set forth in the Purchase and Put Agreement attached to the Plan as Exhibit
 2; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The issuance
 of approximately $385 million of new secured notes pursuant to the terms and
 conditions set forth in the Letter Agreement attached as Exhibit 1 to the
 Plan, or under certain circumstances set forth in the Plan, similar terms; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Payment of
 the DIP Facility Claims in Cash in full on the Effective Date; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Payment of
 the Allowed Pre-Petition Credit Agreement Claims in Cash in full on the
 Effective Date; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A
 distribution to the Holders of the Allowed Bond Claims of 6% (assuming full
 conversion of the New Preferred Stock on the Effective Date) of New Common
 Stock of Reorganized Greektown, the opportunity for the Holders of Bond
 Claims to 

 


ix










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 participate
 in the Rights Offering, and interests in a Litigation Trust containing
 certain causes of action;

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Cash
distribution to General Unsecured Creditors (other than Holders of Bond
Claims) in the aggregate amount of $10 million plus interests in a
liquidation trust that contains certain causes of action.  

 



          The
Noteholder Plan Proponents believe that the Plan described herein will maximize
the value of the Debtors’ estates and provide a higher recovery for all
creditors than is provided under the Debtor/Lender Plan. 


General Plan
Structure


          The
John Hancock Strategic Income Fund, John Hancock Trust Strategic Income Trust,
John Hancock Funds II Strategic Income Fund, John Hancock High Yield Fund, John
Hancock Trust High Income Trust, John Hancock Funds II High Income Fund, John
Hancock Bond Fund, John Hancock Income Securities, John Hancock Investors
Trust, John Hancock Funds III Leveraged Companies Fund, John Hancock Funds II
Active Bond Fund, John Hancock Funds Trust Active Bond Trust, Manulife Global
Fund U.S. Bond Fund, Manulife Global Fund U.S. High Yield Fund, Manulife Global
Fund Strategic Income, MIL Strategic Income Fund, Oppenheimer Champion Income
Fund, Oppenheimer Strategic Income Fund, Oppenheimer Strategic Bond Fund / VA,
Oppenheimer High Income Fund / VA and ING Oppenheimer Strategic Income
Portfolio, Brigade Capital Management, Sola Ltd, and Solus Core Opportunities
Master Fund Ltd, Holders of Bond Claims and/or Pre-petition Credit Agreement
Claims, together with the Creditors’ Committee and the Indenture Trustee under
that certain Indenture dated December 2, 2005, among Greektown Holdings,
L.L.C., Greektown Holdings II, Inc. and Deutsche Bank Trust Company Americas
are each proponents of the Plan within the meaning of Bankruptcy Code section
1129 (the “Noteholder Plan Proponents”). The Plan contains separate
Classes and proposes recoveries for Claim and Interest Holders. After careful
review of the Debtors’ current business operations, estimated recoveries in a liquidation
scenario, and the prospects of an ongoing business, the Noteholder Plan
Proponents have concluded that the Holders’ recovery will be maximized by the
reorganization contemplated by the Plan. Specifically, the Noteholder Plan
Proponents believe that the Debtors’ businesses and assets have significant
value that would not be realized in a liquidation, either in whole or in
substantial part. 


          The
Plan contemplates execution of the following transactions, which are described
in more detail in Article IV and V of this Disclosure Statement and in Article
IV of the Plan: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Holdings,
 Casino, Builders, and Realty will continue to exist as Reorganized Holdings,
 Reorganized Casino, Reorganized Builders, and Reorganized Realty,
 respectively. Each entity will retain all of the assets held by the
 predecessor entity as of the date of Confirmation. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A new
 holding company classified as a corporation for U.S. federal income tax
 purposes (such holding company, “Newco”) will be formed, which will
 hold, either solely or together with a newly-formed subsidiary (“New Sub”)
 100% of the equity interests in Reorganized Holdings; 

 


x










	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 With the
 exception of Litigation Trust Causes of Action, all assets of each of the
 Non-reorganizing Debtors (Holdings II and Trappers) shall be transferred to
 Reorganized Casino free and clear of all claims and encumbrances, and as soon
 thereafter as practicable, each of the Non-reorganizing Debtors shall be
 dissolved. The Non-reorganizing Debtors’ Causes of Action shall be
 transferred to and vest in Reorganized Holdings. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Except as
 otherwise provided in the Plan, all agreements, Instruments, and other
 documents evidencing any equity Interest in Holdings, or in any of the
 Non-reorganizing Debtors, and any right of any Holder in respect thereof
 including any Claim related thereto, shall be deemed cancelled, discharged,
 and of no force or effect 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The Holders
 of DIP Facility Claims will be paid in Cash in full satisfaction of their
 Allowed Claims from the proceeds of the Rights Offering and Exit Facility. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The Holders
 of Pre-Petition Credit Agreement Claims will be paid in Cash in full
 satisfaction of their Allowed Claims from the proceeds of the Rights Offering
 and the Exit Facility. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Newco will
 issue 140,000 shares of New Common Stock to be distributed to the Bondholders
 on a Pro Rata Basis, which distribution will represent 6% (assuming full
 conversion of the New Preferred Stock on the Effective Date) of New Common
 Stock of Reorganized Greektown. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Holders of
 Bond Claims will be allowed to subscribe to the Rights Offering on a Pro Rata
 basis and purchase Rights Offering Securities of Newco as provided for in the
 Plan, and will receive an interest in the Litigation Trust. The Put Parties
 will purchase any Rights Offering Securities not purchased and certain Put
 Parties will purchase an additional 150,000 Rights Offering Securities so
 that Reorganized Greektown will realize a $200 million equity infusion. The
 Put Parties will receive certain fees in exchange for their commitment as
 described in Section IV of this Disclosure Statement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Holders of
 Allowed Claims in the General Unsecured Classes will receive their Pro Rata
 portion of $10,000,000 in Cash plus a share of the Litigation Trust
 Interests. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Reorganized
 Greektown (which includes Newco and to the extent Newco Sub is formed, Newco
 Sub) will obtain Exit Financing, including a $30 million revolving line of
 credit, approximately $385 million of New Senior Secured Notes, or any other
 credit facility, subject to certain limitations and approval by the
 Noteholder Plan Proponents and, to the extent required under the terms of the
 Letter Agreement, the Ad Hoc Lender Group. In addition, approval of the MGCB
 will be required for changes to existing credit facilities or the entry into
 new revolving lines of credit or other credit facilities by Reorganized
 Greektown or Newco. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Monroe and
 Kewadin will not be reorganized under the Plan, and shall remain in chapter
 11 until (i) they confirm their own plans of reorganization, or (ii) their
 chapter 11 cases 

 


xi










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 are
 dismissed or converted to chapter 7 cases pursuant to section 1112 of the
 Bankruptcy Code.

 


Summary of Treatment
of Claims and Interests Under the Plan


          The
Plan divides all Claims and Interests, except Administrative Claims, Priority
Tax Claims, and other Priority Claims, into various Classes. The classification
and treatment for each Class is described in more detail in Article V of this
Disclosure Statement and Article III of the Plan. The below-listed recovery
ranges are based on various assumptions, including assumptions about the total
amount of Allowed General Unsecured Claims and assumptions concerning
Reorganized Greektown’s value. 


	
  

 	
  

 
	
 1.

 	
 Unclassified Claims 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Claim/Interest

 	
  

 	
 Plan Treatment

 	
  

 	
 Projected Recovery

 Under the Plan

 
	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Administrative
 Claims

 	
  

 	
 Cash equal
 to the unpaid portion of such Allowed Administrative Claim or payment
 pursuant to an agreement with one or more of the Debtors.

 	
  

 	
 100%

 
	
  

 
	
 Priority Tax
 Claims

 	
  

 	
 Equal Cash
 payments on each Periodic Distribution Date during a period not to exceed
 five (5) years after the Petition Date, totaling the aggregate amount of such
 Claim plus simple interest at the rate required by applicable law on any
 outstanding balance from the Petition Date, or such lesser rate as is set by
 the Bankruptcy Court or agreed to by the Holder of an Allowed Priority Tax
 Claim, or such other treatment as is agreed to by the Holder of an Allowed
 Priority Tax Claim and the Debtors.

 	
  

 	
 100%

 
	
  

 
	
 Other
 Priority Claims

 	
  

 	
 Cash payment
 equal to the unpaid Allowed portion, paid on the Plan’s Effective Date.

 	
  

 	
 100%

 
	
  

 
	
 DIP Facility
 Claims

 	
  

 	
 Cash payment
 in full on the Effective Date

 	
  

 	
 100%

 
	
  

 






	
  

 	
  

 
	
 2.

 	
 Classified Claims 

 



          The
classification, treatment, and the projected recoveries for Holders of Claims
and Interests under the Plan are summarized below for illustrative purposes
only and are subject to the more detailed and complete descriptions contained
in Article V of this Disclosure Statement and Article III of the Plan. 


xii






          The
Noteholder Plan Proponents believe that the estimated percentage recoveries are
reasonable and within the range of assumed recovery, but there is no assurance
that the actual amounts of Allowed Claims in each Class will not materially
exceed the estimated aggregate amounts, resulting in reduced percentage
recoveries. The Holders’ actual recoveries will depend on a variety of factors
including, without limitation, whether, and in what amount and with what
priority, contingent claims against the Debtors become non-contingent and
fixed; and whether, and to what extent, Disputed Claims are resolved in favor
of the Debtors. Accordingly, the Noteholder Plan Proponents cannot and do not
make any representations as to whether each estimated percentage recovery shown
in the table below will be realized by an Allowed Claim or Interest Holder in
any particular Class. 


          The
range of recoveries for Holders of Bond Claims described below are based on (1)
the midpoint of the Debtors’ valuation analysis, as provided in connection with
the Debtor/Lender Plan and attached hereto as Exhibit E; (2) the implied value
of Newco’s Total Equity Shares derived from the Put Parties’ commitment to
purchase at the Preferred Rights Offering Price the aggregate principal amount
of Rights Offering Securities, not otherwise subscribed for in the Rights
Offering; and (3) the midpoint of the valuation of Charles S. Edelman LLC,
attached hereto as Exhibit D, using the XRoads Financial Projections, as
defined below and attached hereto as Exhibit F. The estimated recovery to
Holders of Bond Claims does not include any value attributable to the right of
Holders of Bond Claims to participate in the Rights Offering or any proceeds
from the Litigation Trust. Such estimates do not purport to reflect or
constitute appraisals, liquidation values, or estimates of the actual market
value that may be realized through the sale of any securities to be issued
pursuant to the Plan, which may be significantly different than the amounts set
forth herein. The value of an operating business is subject to numerous
uncertainties and contingencies which are difficult or impossible to predict,
and will fluctuate with changes in factors affecting the financial condition
and prospects of such a business. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Claim/Interest

 	
  

 	
 Plan Treatment

 	
  

 	
 Projected Recovery

 Under the Plan

 
	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Class 1:
 Pre-petition Lenders’ Claims Against Holdings

 	
  

 	
 Cash in the
 full amount of such Holder’s Allowed Pre-petition Credit Agreement Claim.

 	
  

 	
 100%

 
	
  

 
	
 Class 2:
 Other Allowed Secured Claims Against Holdings

 	
  

 	
 At the sole
 option of Reorganized Greektown with the prior written consent of the Put
 Parties, (i) reinstatement of such Holder’s Allowed Other Secured Claim in
 accordance with section 1124(2) of the Bankruptcy Code, (ii) Cash in an
 amount equal to such Allowed Other Secured Claim, including any interest
 pursuant to section 506(b) of the Bankruptcy Code, or (iii) the Collateral
 securing such Holder’s Allowed Other Secured Claim and any interest to be
 paid pursuant to

 	
  

 	
 100%

 
	
  

 


xiii










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 section
 506(b) of the Bankruptcy Code.

 	
  

 	
  

 
	
  

 
	
 Class 3:
 Bond Claims Against Holdings

 	
  

 	
 From Newco, such
 Holder’s Pro Rata share of 140,000 shares of New Common Stock (subject to
 Section 4.10.5 of the Plan), from the Debtors, a share of the Holdings
 Litigation Trust Interest equal to the proportion that such Holder’s Allowed
 Bond Claim bears to the aggregate amount of all Allowed Bond Claims and all
 Allowed General Unsecured Claims in Class 4 and the right to participate in
 the Rights Offering and purchase such Holder’s Pro Rata share of Rights
 Offering Securities as provided in Section 4.7 of the Plan. For the avoidance
 of doubt, the treatment of Bond Claims against Holdings in Class 3 and
 against Holdings II in Class 13 shall entitle each Holder to only one
 recovery on account of its Allowed Bond Claim and shall not be duplicated.

 	
  

 	
 4.7% - 6.5% - 10%1 

 Recovery estimation does not include any value attributable to the right to
 participate in the Rights Offering or any proceeds from the Litigation Trust.

 
	
  

 
	
 Class 4:
 General Unsecured Claims Against Holdings

 	
  

 	
 A
 distribution of Cash from the Unsecured Distribution Fund equal to the
 proportion that the amount of such Holder’s Allowed Claim in the General
 Unsecured Classes bears to the aggregate amount of all Allowed General
 Unsecured Claims, and (ii) a share of the Holdings Litigation Trust Interest equal
 to the proportion that such Holder’s Allowed General Unsecured Claim bears to
 the aggregate amount of all Allowed Bond Claims and all Allowed General
 Unsecured Claims in Class 4.

 	
  

 	
 10% — 30 % 

 Recovery estimation does not include any value attributable to proceeds from
 the Litigation Trust.

 
	
  

 






	
  

 
	

 


 
	
 1 Range of
 recoveries are based on (1) the midpoint of the Debtors’ valuation analysis,
 as provided in connection with the Debtor/Lender Plan and attached hereto as
 Exhibit E; (2) the value the Put Parties attributed to Newco’s Total Equity
 Shares through their commitment to purchase at the Preferred Rights Offering
 Price the aggregate principal amount of Rights Offering Securities, not
 otherwise subscribed for in the Rights Offering; and (3) the midpoint of the
 valuation of Charles S. Edelman LLC, attached hereto as Exhibit D, using the
 XRoads Financial Projections, as defined below. 

 


xiv










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Class 5:
 Intercompany Claims Against Holdings

 	
  

 	
 An
 interest-free note from the Obligor Debtor in a principal amount equal to a
 percentage of the total amount of such Intercompany Claim, which percentage
 shall be equal to the percentage recovery of the Holders of General Unsecured
 Creditors against such Obligor Debtor.

 	
  

 	
 10% — 30 %

 
	
  

 
	
 Class 6: Interests
 in Holdings

 	
  

 	
 No
 distribution.

 	
  

 	
 0%

 
	
  

 
	
 Class 7:
 Pre-petition Lenders’ Claims Against Casino

 	
  

 	
 Cash in the
 full amount of such Holder’s Allowed Pre-petition Credit Agreement Claim.

 	
  

 	
 100%

 
	
  

 
	
 Class 8:
 Other Allowed Secured Claims Against Casino

 	
  

 	
 At the sole
 option of Reorganized Greektown with the prior written consent of the Put
 Parties, (i) reinstatement of such Holder’s Allowed Other Secured Claim in
 accordance with section 1124(2) of the Bankruptcy Code, (ii) Cash in an
 amount equal to such Allowed Other Secured Claim, including any interest
 pursuant to section 506(b) of the Bankruptcy Code, or (iii) the Collateral
 securing such Holder’s Allowed Other Secured Claim and any interest to be
 paid pursuant to section 506(b) of the Bankruptcy Code.

 	
  

 	
 100%

 
	
  

 
	
 Class 9:
 General Unsecured Claims Against Casino

 	
  

 	
 A
 distribution of Cash from the Unsecured Distribution Fund equal to the
 proportion that the amount of such Holder’s Allowed Claim in the General
 Unsecured Classes bears to the aggregate amount of all Allowed General
 Unsecured Claims, and a Pro Rata share of the Casino Litigation Trust
 Interest

 	
  

 	
 10% — 30 % 

 Recovery estimation does not include any value attributable to proceeds from
 the Litigation Trust.

 
	
  

 
	
 Class 10:
 Intercompany Claims Against Casino

 	
  

 	
 An
 interest-free note from the Obligor Debtor in a principal amount equal to a
 percentage of the total amount of such Intercompany Claim, which percentage
 shall be equal to the percentage recovery of the Holders of General Unsecured
 Creditors against such Obligor

 	
  

 	
 10% — 30%

 
	
  

 


xv










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Debtor.

 	
  

 	
  

 
	
  

 
	
 Class 11:
 Pre-petition Lenders’ Claims Against Holdings II

 	
  

 	
 Cash in the
 full amount of such Holder’s Allowed Pre-petition Credit Agreement Claim.

 	
  

 	
 100%

 
	
  

 
	
 Class 12:
 Other Allowed Secured Claims Against Holdings II

 	
  

 	
 At the sole
 option of Reorganized Greektown with the prior written consent of the Put
 Parties, (i) reinstatement of such Holder’s Allowed Other Secured Claim in
 accordance with section 1124(2) of the Bankruptcy Code, (ii) Cash in an
 amount equal to such Allowed Other Secured Claim, including any interest
 pursuant to section 506(b) of the Bankruptcy Code, or (iii) the Collateral
 securing such Holder’s Allowed Other Secured Claim and any interest to be
 paid pursuant to section 506(b) of the Bankruptcy Code.

 	
  

 	
 100%

 
	
  

 
	
 Class 13:
 Bond Claims against Holdings II

 	
  

 	
 From Newco,
 such Holder’s Pro Rata share of 140,000 shares of New Common Stock (subject
 to Section 4.10.5 of the Plan), from the Debtors, a share of the Holdings
 Litigation Trust Interest equal to the proportion that such Holder’s Allowed
 Bond Claim bears to the aggregate amount of all Allowed Bond Claims and all
 Allowed General Unsecured Claims in Class 4 and the right to participate in
 the Rights Offering and purchase such Holder’s Pro Rata share of Rights
 Offering Securities as provided in Section 4.7 of the Plan. For
 the avoidance of doubt, the treatment of Bond Claims against Holdings in
 Class 3 and against Holdings II in Class 13 shall entitle each Holder to

 	
  

 	
 4.7% - 6.5% - 10%2 

 Recovery estimation does not include any value attributable to the right to
 participate in the Rights Offering or any proceeds from the Litigation Trust.

 
	
  

 






	
  

 
	

 


 
	
 2 Range of
 recoveries are based on (1) the midpoint of the Debtors’ valuation analysis,
 as provided in connection with the Debtor/Lender Plan and attached hereto as
 Exhibit E; (2) the value the Put Parties attributed to Newco’s Total Equity
 Shares through their commitment to purchase at the Preferred Rights Offering
 Price the aggregate principal amount of Rights Offering Securities, not
 otherwise subscribed for in the Rights Offering; and (3) the midpoint of the
 valuation of Charles S. Edelman LLC, attached hereto as Exhibit D, using the
 XRoads Financial Projections, as defined below.

 


xvi










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 only one
 recovery on account of its Allowed Bond Claim and shall not be duplicated.

 	
  

 	
  

 
	
  

 
	
 Class 14:
 General Unsecured Claims Against Holdings II

 	
  

 	
 A
 distribution of Cash from the Unsecured Distribution Fund equal to the
 proportion that the amount of such Holder’s Allowed Claim in the General
 Unsecured Classes bears to the aggregate amount of all Allowed General
 Unsecured Claims, and a share of the Other Litigation Trust Interest equal to
 the proportion that such Holder’s Allowed General Unsecured Claim bears to
 the aggregate amount of all Allowed General Unsecured Claims in Class 14, 18,
 22 and 26.

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 15:
 Intercompany Claims against Holdings II

 	
  

 	
 An
 interest-free note from the Obligor Debtor in a principal amount equal to a
 percentage of the total amount of such Intercompany Claim, which percentage
 shall be equal to the percentage recovery of the Holders of General Unsecured
 Creditors against such Obligor Debtor.

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 16:
 Pre-petition Lenders’ Claims Against Builders

 	
  

 	
 Cash in the
 full amount of such Holder’s Allowed Pre-petition Credit Agreement Claim.

 	
  

 	
 100%

 
	
  

 
	
 Class 17:
 Other Allowed Secured Claims Against Builders or Builders Property

 	
  

 	
 At the sole
 option of Reorganized Greektown with the prior written consent of the Put
 Parties, (i) reinstatement of such Holder’s Allowed Other Secured Claim in
 accordance with section 1124(2) of the Bankruptcy Code, (ii) Cash in an
 amount equal to such Allowed Other Secured Claim, including any interest
 pursuant to section 506(b) of the Bankruptcy Code, or (iii) the Collateral
 securing such Holder’s Allowed Other Secured Claim and any interest to be
 paid pursuant to section 506(b) of the Bankruptcy Code.

 	
  

 	
 100%

 
	
  

 
	
 Class 18:
 General Unsecured Claims

 	
  

 	
 A
 distribution of Cash from the

 	
  

 	
 10% — 30%

 
	
  

 


xvii










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Against
 Builders

 	
  

 	
 Unsecured
 Distribution Fund equal to the proportion that the amount of such Holder’s
 Allowed Claim in the General Unsecured Classes bears to the aggregate amount
 of all Allowed General Unsecured Claims, and a share of the Other Litigation
 Trust Interest equal to the proportion that such Holder’s Allowed General
 Unsecured Claim bears to the aggregate amount of all Allowed General
 Unsecured Claims in Class 14, 18, 22 and 26.

 	
  

 	
  

 
	
  

 
	
 Class 19:
 Intercompany Claims Against Builders

 	
  

 	
 An
 interest-free note from the Obligor Debtor in a principal amount equal to a
 percentage of the total amount of such Intercompany Claim, which percentage
 shall be equal to the percentage recovery of the Holders of General Unsecured
 Creditors against such Obligor Debtor.

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 20:
 Pre-petition Lenders’ Claims Against Realty

 	
  

 	
 Cash in the
 full amount of such Holder’s Allowed Pre-petition Credit Agreement Claim.

 	
  

 	
 100%

 
	
  

 
	
 Class 21:
 Other Allowed Secured Claims Against Realty or the Realty Property

 	
  

 	
 At the sole
 option of Reorganized Greektown with the prior written consent of the Put
 Parties, (i) reinstatement of such Holder’s Allowed Other Secured Claim in
 accordance with section 1124(2) of the Bankruptcy Code, (ii) Cash in an
 amount equal to such Allowed Other Secured Claim, including any interest
 pursuant to section 506(b) of the Bankruptcy Code, or (iii) the Collateral
 securing such Holder’s Allowed Other Secured Claim and any interest to be
 paid pursuant to section 506(b) of the Bankruptcy Code.

 	
  

 	
 100%

 
	
  

 


xviii










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 Class 22:
 General Unsecured Claims Against Realty

 	
  

 	
 A
 distribution of Cash from the Unsecured Distribution Fund equal to the
 proportion that the amount of such Holder’s Allowed Claim in the General
 Unsecured Classes bears to the aggregate amount of all Allowed General
 Unsecured Claims, and a share of the Other Litigation Trust Interest equal to
 the proportion that such Holder’s Allowed General Unsecured Claim bears to
 the aggregate amount of all Allowed General Unsecured Claims in Class 14, 18,
 22 and 26.

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 23:
 Intercompany Claims Against Realty

 	
  

 	
 An
 interest-free note from the Obligor Debtor in a principal amount equal to a
 percentage of the total amount of such Intercompany Claim, which percentage
 shall be equal to the percentage recovery of the Holders of General Unsecured
 Creditors against such Obligor Debtor.

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 24:
 Pre-petition Lenders’ Claims Against Trappers

 	
  

 	
 Cash in the
 full amount of such Holder’s Allowed Pre-petition Credit Agreement Claim.

 	
  

 	
 100%

 
	
  

 
	
 Class 25:
 Other Allowed Secured Claims Against Trappers or Trappers Property

 	
  

 	
 At the sole
 option of Reorganized Greektown with the prior written consent of the Put
 Parties, (i) reinstatement of such Holder’s Allowed Other Secured Claim in
 accordance with section 1124(2) of the Bankruptcy Code, (ii) Cash in an
 amount equal to such Allowed Other Secured Claim, including any interest
 pursuant to section 506(b) of the Bankruptcy Code, or (iii) the Collateral
 securing such Holder’s Allowed Other Secured Claim and any interest to be
 paid pursuant to section 506(b) of the Bankruptcy Code.

 	
  

 	
 100%

 
	
  

 
	
 Class 26:
 General Unsecured Claims Against Trappers

 	
  

 	
 A
 distribution of Cash from the Unsecured Distribution Fund equal to the
 proportion that the amount of such Holder’s Allowed Claim in the

 	
  

 	
 10% — 30%

 
	
  

 


xix










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 General
 Unsecured Classes bears to the aggregate amount of all Allowed General
 Unsecured Claims, and a share of the Other Litigation Trust Interest equal to
 the proportion that such Holder’s Allowed General Unsecured Claim bears to
 the aggregate amount of all Allowed General Unsecured Claims in Class 14, 18,
 22 and 26.

 	
  

 	
  

 
	
  

 
	
 Class 27:
 Intercompany Claims Against Trappers

 	
  

 	
 An
 interest-free note from the Obligor Debtor in a principal amount equal to a
 percentage of the total amount of such Intercompany Claim, which percentage
 shall be equal to the percentage recovery of the Holders of General Unsecured
 Creditors against such Obligor Debtor.

 	
  

 	
 10% — 30%

 
	
  

 


Consummation


          Following
Confirmation, the Plan will be consummated on the Effective Date, which is the
date after the Confirmation Date on which no Confirmation Order stay is in
effect, and all conditions to Consummation set forth in Article VI of the Plan
have been satisfied or waived. Unless otherwise provided in the Plan,
distributions to Allowed Claim or Interest Holders will be made on the
Distribution Date or as soon as practical thereafter. All other Plan
distributions will be made under the Plan’s distribution provisions. 


Liquidation and
Valuation Analyses


          The
Noteholder Plan Proponents believe that the Plan will produce a greater
recovery for Allowed Claim and Interest Holders than would be achieved in a
liquidation under chapter 7 of the Bankruptcy Code because of, among other
things, (1) the additional Administrative Claims generated by conversion to
chapter 7 cases; (2) the administrative costs of liquidation and associated
delays in connection with chapter 7 liquidations; (3) the negative impact on
the market for the Debtors’ assets resulting from attempts to sell the assets
in a short time frame; and (4) regulatory concerns and impairment of value in
connection with chapter 7 liquidations, each of which likely would diminish the
overall value of the Debtors’ assets available for distributions.

          In order to
assist Claims Holders in determining whether to vote to accept or reject the
Plan, attached to this Disclosure Statement is the Hypothetical Liquidation
Analysis as prepared by the Debtors (the “Liquidation Analysis”) [Exhibit
B] and in the same form as attached to the disclosure statement issued in
connection with the Debtor/Lender Plan. 


xx






          Additionally,
attached hereto is a summary of a valuation analysis prepared by Charles S.
Edelman, LLC, retained by the Committee, which sets forth an analysis of the
enterprise valuation of the Debtors (the “Valuation Analysis”) [Exhibit
D]. The Valuation Analysis was prepared using available data received from the
Debtors and is premised upon, among other things, financial projections (the “XRoads
Financial Projections”) containing assumptions based on confirmation and
consummation of the Debtor/Lender Plan prepared by the Committee’s financial
advisor XRoads Solutions Group, LLC. XRoads has updated its financial
projections to reflect the various transaction contemplated under the Plan
described herein, which projections are attached to this Disclosure Statement
as Exhibit F. 


          The
Valuation Analysis prepared by Charles S. Edelman LLC indicates that the
estimated reorganization value of Reorganized Greektown is within the
hypothetical range of $626.7 million to $696.2 million with a mid-point
estimate of $662.7 million, utilizing the Debtor Financial Projections, and a
hypothetical range of $677.6 million to $754.1 million with a mid-point
estimate of $715.6 million, utilizing the XRoads Financial Projections. 


          The
Liquidation Analysis and the Valuation Analysis compare the proceeds to be
realized if the Debtors were to be liquidated in hypothetical cases under
chapter 7 of the Bankruptcy Code with distributions to Allowed Claim and
Interest Holders under the Plan. The analyses are based on the value of the
Debtors’ assets and liabilities as of a certain date and incorporate various
estimates and assumptions, including a hypothetical conversion to chapter 7
liquidations as of a certain date. Further, each analysis is subject to the
possibility of material change, including changes in economic and business
conditions and legal rulings. The Debtors’ actual liquidation value could,
therefore, differ materially from the Liquidation Analysis estimates, and
Reorganized Greektown’s actual reorganization equity value could vary
materially from the Valuation Analysis estimates. 


          The
Valuation Analysis is based on data and information as of October 16, 2009. The
Noteholder Plan Proponents make no representations as to changes to the data
and events that may have occurred, or any information that may have become
available since October 16, 2009, including any changes to anticipated costs
and expenses under the Plan when compared to the assumptions contained in the
Debtor Financial Projections and the XRoads Financial Projection which were
based on confirmation and consummation of the Debtor/Lender Plan. 


          The
Debtors have also prepared a valuation analysis, a summary of which is attached
hereto as Exhibit E. The Debtors’ valuation analysis is based on financial
projections prepared by the Debtors in connection with the Debtor/Lender Plan
(the “Debtor Financial Projections”), which are attached hereto as
Exhibit G. The Noteholder Plan Proponents believe that the Debtors’ valuation
analysis and Debtor Financial Projections underestimate the value of
Reorganized Greektown. However, Holders of Claims entitled to vote are urged to
compare the information provided in each and reach their own conclusions as to
whether to vote to accept or reject the Plan. As indicated above, the Valuation
Analysis as prepared by Charles S. Edelman LLC contains two separate valuation
ranges based upon whether the Debtor Financial Projections or XRoads Financial
Projections are utilized. 


xxi






Voting and
Confirmation


          Claim
Holders in Classes 1, 2, 7, 8, 11, 12, 16, 17, 20, 21, 24 and 25 are Unimpaired
under the Plan and are deemed to accept the Plan. Holders of Intercompany
Claims in Classes 5, 10, 15, 19, 23, and 27 are required under the terms of the
Stipulation, as defined below, to vote in favor of the Plan and therefore are
deemed to accept the Plan. Interest Holders in Class 6 are wholly impaired and
are deemed to reject the Plan. Accordingly, Claim and Interest Holders in
Classes 1, 2, 5, 6, 7, 8, 10, 11, 12, 16, 17, 19, 20, 21, 23, 24, 25 and 27 are
not entitled to vote on the Plan, and their votes will not be solicited. Only
Claim Holders in Classes 3, 4, 9, 13, 14, 18, 22 and 26 may vote to accept or
reject the Plan. 


          Under
Bankruptcy Code sections 1126(c) and (d) and except as otherwise provided in
Bankruptcy Code section 1126(e): (1) an Impaired Class of Claims accepts the
Plan if at least two-thirds in dollar amount and one-half in number of the
actually voting Allowed Claim Holders in the Class vote to accept the Plan; and
(2) an Impaired Class of Interests accepts the Plan if at least two-thirds in
amount of the actually voting Allowed Interest Holders in the Class vote to
accept the Plan. The Noteholder Plan Proponents will tabulate all Plan votes to
determine whether the Plan satisfies Bankruptcy Code sections 1129(a)(8) and
1129(a)(10). 


          Assuming
the Plan is accepted, the Noteholder Plan Proponents intend to seek
Confirmation at the Confirmation Hearing
scheduled for January 12, 2010 at 10:00 a.m. prevailing Eastern
time, before the Bankruptcy Court. The Noteholder Plan Proponents also reserve
the right to modify the Plan and seek Confirmation consistent with the
Bankruptcy Code, including the right to seek confirmation under section 1129(b)
of the Bankruptcy Code. 


          The
Bankruptcy Court has established December 1, 2009 as the Voting Record Date for
determining which Holders may vote on the Plan. Ballots, along with this
Disclosure Statement, the Plan, and the Solicitation Procedures Order, will be
mailed to all registered Claim Holders that may vote on the Plan as of the
Voting Record Date. An appropriate return envelope, postage prepaid, will be
included with each Ballot, if appropriate. 


          The
Debtors have engaged Kurtzman Carson Consultants LLC, the Claims Agent to
assist in the voting process. The Claims Agent will answer questions about the
procedures and requirements for voting on the Plan and for objecting to the
Plan, provide additional copies of all materials, and oversee the voting
tabulation. 


          For answers to any questions regarding solicitation
procedures, parties may call the Claims Agent toll free at 866-381-9100. 


          Ballots must be received by the Claims Agent by the Voting
Deadline, which is January 4, 2010 at 7:00 p.m. at the address listed below,
whether by first-class mail, overnight courier, or personal delivery. The
Ballots and the accompanying pre-addressed postage-paid envelopes will clearly
indicate the appropriate return address. Completed Ballots must be returned to:
(1) for Holders of Claims in the General Unsecured Classes, Greektown Holdings,
LLC, C/O Kurtzman Carson Consultants LLC, 2335 Alaska Avenue, El Segundo, CA
90245, Attn: Ballot Processing Department; or (2) for Holders of Bond Claims,
to your nominee for processing and delivery to Greektown Balloting Center, c/o 


xxii






Kurtzman Carson Consultants LLC, Attn: David
M. Sharp, 1230 Avenue of the Americas, 7th Floor, New York, New York 10020 


          To be counted, Ballots indicating acceptance or
rejection of the Plan must be received by the Claims Agent no later than the
Voting Deadline, January 4, 2010 at 7:00 p.m. Such Ballots should be cast in
accordance with the solicitation procedures described in further detail in Article
X of this Disclosure Statement. Any Ballot received after the Voting
Deadline will be counted in the sole discretion of the Noteholder Plan
Proponents. 


          To
obtain an additional copy of the Plan, this Disclosure Statement, or other
Solicitation Package (as defined below) materials (including Ballots), please
refer to the Claims Agent’s website at http://www.kccllc.net/greektowncasino
or request a copy from the Claims Agent by mail at 2335 Alaska Avenue, El
Segundo, California 90245, Arm: Greektown Balloting; by telephone toll free at 866-381-9100; or by e-mail at greektowninfor@kccllc.com.



          In
the view of the Noteholder Plan Proponents, the Plan provides the Claim and
Interest Holders with the best recovery possible. Accordingly, the Noteholder
Plan Proponents believe that the Plan is in the best interests of the Holders
and strongly recommend that all Holders entitled to vote, vote to accept the
Plan. 


xxiii






I. INTRODUCTION


          Chapter
11 is the principal business reorganization chapter of the Bankruptcy Code.3
In addition to allowing a debtor to rehabilitate, chapter 11 promotes equal
treatment for similarly situated creditors and equity interest holders, subject
to certain distribution priorities. Commencement of a chapter 11 case creates
an estate of all the debtor’s legal and equitable interests as of the filing
date. The Bankruptcy Code allows the debtor to continue operating its business
and possess its property as a “debtor-in-possession.” 


          Consummating
a reorganization plan is the principal objective of a chapter 11 case.
Confirmation of a plan by the bankruptcy court binds the debtor, any securities
issuer under the plan, any person acquiring property under the plan, any
creditor or equity interest Holder of the debtor, and any other party in
interest under the applicable Bankruptcy Code provisions. Subject to certain
limited exceptions, the Bankruptcy Court’s confirmation order discharges the
debtor from any pre-confirmation debt and provides for treatment of the debt
under the plan terms. 


          Before
soliciting acceptance of a plan, Bankruptcy Code section 1125 requires a plan
proponent to prepare a disclosure statement containing information of a kind,
and in sufficient detail, to allow a hypothetical reasonable investor to make
an informed judgment regarding acceptance of the plan. This Disclosure
Statement is being submitted in accordance with these requirements for the
purpose of soliciting votes on the Plan, a copy of which is attached as Exhibit
A. 


          This
Disclosure Statement sets forth certain information about the Debtors’ history
before the Petition Date, significant events that have occurred during the
Chapter 11 Cases, the Debtors’ anticipated reorganization, and Reorganized
Greektown’s anticipated post-reorganization operation and financing. Much of
the background information contained herein has been provided by and is derived
from the Debtors’ Second Amended Disclosure Statement for the Joint Plans of
Reorganization, which was approved by the Bankruptcy Court on September 3,
2009. The Noteholder Plan Proponents possess no independent knowledge of the
facts derived from the Debtors’ previously submitted disclosure statement. This
Disclosure Statement also describes the Plan’s terms and provisions, including
certain alternatives to the Plan, certain effects of Confirmation, certain risk
factors associated with the Plan, certain securities to be issued under the
Plan, and the manner in which Plan distributions will be made. In addition,
this Disclosure Statement discusses the Confirmation process and the
solicitation procedures that Claim Holders must follow for then-votes to be
counted. 


          For
a description of the Plan and various risks and other factors pertaining to the
Plan as it relates to Claims against and Interests in the Debtors, please see
Article V and Article VII of this Disclosure Statement. For further information
and instruction on voting to accept or reject the Plan, see Article X of this
Disclosure Statement. 


          THE NOTEHOLDER PLAN PROPONENTS BELIEVE THAT THE PLAN
WILL ENABLE THE DEBTORS TO ACCOMPLISH THE OBJECTIVES OF CHAPTER 11 


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 3

 	
 Unless otherwise
 specifically stated, undefined capitalized terms in this Disclosure Statement
 have the meanings set forth in the Plan. 

 










AND THAT ACCEPTANCE OF THE PLAN IS IN THE
BEST INTERESTS OF THE DEBTORS AND CLAIM HOLDERS. THE NOTEHOLDER PLAN PROPONENTS
BELIEVE THAT THE PLAN RESULTS IN A HIGHER VALUATION OF THE DEBTORS’ BUSINESS
AND PROVIDES A HIGHER RECOVERY TO THE DEBTORS’ CREDITORS. ACCORDINGLY, THE
NOTEHOLDER PLAN PROPONENTS URGE CLAIM HOLDERS TO VOTE TO ACCEPT THE PLAN. 


	
  

 	
  

 
	
 A.

 	
 Rules of Interpretation, Computation of Time, and Reference to
 Monetary Figures

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Rules of Interpretation 

 



          For
purposes of this Disclosure Statement: (a) whenever from the context it is
appropriate, each term, whether stated in the singular or the plural, shall
include both the singular and the plural; (b) each pronoun stated in the
masculine, feminine, or neuter includes the masculine, feminine, and neuter;
(c) any reference in this Disclosure Statement to an existing document or
schedule Filed or to be Filed means such document or schedule, as it may have
been or may be amended, modified, or supplemented; (d) any reference to a
Person as a Holder of a Claim or Interest includes that Person’s successors and
assigns; (e) all references in this Disclosure Statement to Sections, Articles,
and Exhibits are references to Sections, Articles, and Exhibits of or to this
Disclosure Statement; (i) the words “herein,” “hereunder,” and “hereto” refer
to this Disclosure Statement in its entirety rather than to a particular
portion of this Disclosure Statement; (g) captions and headings to Articles and
Sections are inserted for convenience of reference only and are not intended to
be a part of or to affect the interpretation of this Disclosure Statement; (h)
subject to the provisions of any contract, certificates of incorporation or
organization, by-laws or operating agreement, instrument, release, or other
agreement or document entered into in connection with the Plan, the rights and
obligations arising under the Plan shall be governed by, and construed and
enforced in accordance with, federal law, including the Bankruptcy Code and
Bankruptcy Rules; (i) the rules of construction set forth in section 102 of the
Bankruptcy Code shall apply unless otherwise set forth in this Disclosure
Statement; (j) any term used in capitalized form in this Disclosure Statement
that is not otherwise defined in the Plan or this Disclosure Statement but that
is used in the Bankruptcy Code or Bankruptcy Rules shall have the meaning given
the term in the Bankruptcy Code or Bankruptcy Rules, as applicable; (k) all
references to docket numbers of documents Filed in the Chapter 11 Cases are
references to the docket numbers under the Bankruptcy Court’s CM/ECF system;
and (1) all references to statutes, regulations, orders, rules of courts, and
the like, unless otherwise stated, mean as amended from time to time, as
applicable to the Chapter 11 Cases, unless otherwise stated. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Computation of Time 

 



          In
computing any time period prescribed or allowed, the provisions of the
Bankruptcy Rule 9006(a) shall apply unless otherwise stated by an order of the
Bankruptcy Court. If the date on which a transaction may occur under this
Disclosure Statement shall occur on a day that is not a Business Day, then such
transaction shall instead occur on the next succeeding Business Day. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 References to Monetary Figures 

 



          All
references in this Disclosure Statement to monetary figures refer to currency
of the United States of America, unless otherwise expressly provided. 


2










	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Exhibits 

 



          All
Exhibits are incorporated into and are a part of this Disclosure Statement as
if set forth in full in this Disclosure Statement and, to the extent not
attached to this Disclosure Statement, such Exhibits shall be Filed with the
Bankruptcy Court on or before the Exhibit Filing Date. After each Exhibit is
Filed, it may be inspected in the office of the Bankruptcy Court clerk (or its
designee) during normal business hours or at the Bankruptcy Court’s website,
for a fee, at www.mieb.uscourts.gov. Exhibits may also be reviewed for
free at the following website, which is maintained by the Debtors’ Claims
Agent: www.kccllc.net/greektowncasino. The Exhibits are an integral part
of the Plan, and entry of the Confirmation Order by the Bankruptcy Court shall
constitute an approval of the Exhibits. To the extent any Exhibit is
inconsistent with the terms of the Plan and unless otherwise provided for in
the Confirmation Order, the terms of the Exhibit shall control as to the
transactions contemplated by the Exhibit. 


	
  

 	
  

 
	
 B.

 	
 Source of Information 

 



          The
Noteholder Plan Proponents have provided this Disclosure Statement to certain
Claim and Interest Holders to solicit votes on the Plan and to others for
informational purposes. This Disclosure Statement’s purpose is to provide
adequate information to enable each Claim Holder entitled to vote on the Plan
to make a reasonably informed decision in deciding whether to accept or reject
the Plan.

          By order entered on December 7, 2009, the Bankruptcy Court approved
this Disclosure Statement as containing information of a kind and in sufficient
and adequate detail to enable Claim Holders entitled to vote on the Plan to
make an informed judgment with respect to acceptance or rejection of the Plan. The Bankruptcy Court’s approval of this Disclosure
Statement is neither a guaranty of its accuracy or completeness nor an
endorsement of the Plan. 


          Claim Holders entitled to vote on the Plan should read
the Plan and this Disclosure Statement and their attachments carefully and in
their entirety before voting to accept or reject the Plan. This
Disclosure Statement contains important information about the Plan,
considerations pertinent to acceptance or rejection of the Plan, and
developments concerning the Chapter 11 Cases. 


          This Disclosure Statement and the other materials in
the Solicitation Package (defined below) are the only documents authorized by
the Court to be used in connection with the solicitation of votes on the Plan.
Distribution of this Disclosure Statement is a prerequisite to solicitation of
votes, and no person has been authorized to distribute any other information
concerning the Debtors or the Plan. 


	
  

 	
  

 
	
 C.

 	
 Solicitation Package 

 



          Accompanying
this Disclosure Statement are, among other things, copies of (1) the Plan (Exhibit
A); (2) the Disclosure Statement Order; (3) the Solicitation Procedures
Order (without exhibits, except the Solicitation Procedures); (4) the
Confirmation Hearing Notice; (5) if you are entitled to vote, one or more
Ballots, as applicable (and pre-addressed, postage-paid return 


3






envelopes);
(6) the solicitation cover letter; (7) the Committee Solicitation Letter and
(8) such other materials as the Bankruptcy Court may direct, (collectively, the
“Solicitation Package”).  


	
  

 	
  

 
	
 D.

 	
 General Voting Procedures and Deadline 

 



          After
carefully reviewing the Plan, this Disclosure Statement, and (if you are
entitled to vote) the detailed instructions accompanying your Ballot, please
accept or reject the Plan by checking the appropriate box on your Ballot.
Please complete and sign your original Ballot (copies will not be accepted) and
return it in the envelope provided. Failure to provide all of the information
requested on the Ballot may disqualify your vote. Each Ballot has been coded to
reflect the Class of Claims it represents. Accordingly, in voting to accept or
reject the Plan, you must use only the coded Ballot sent to you with this
Disclosure Statement. 


          FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE
PROPERLY COMPLETED AND IN ACCORDANCE WITH THE VOTING INSTRUCTIONS ON THE BALLOT
AND RECEIVED NO LATER THAN JANUARY 4, 2010 AT 7:00 P.M. (PREVAILING
EASTERN TIME) (THE “VOTING DEADLINE”) BY THE NOTEHOLDER PLAN PROPONENTS’
CLAIMS AGENT, AT (1) FOR HOLDERS OF CLAIMS IN THE GENERAL UNSECURED CLASSES,
GREEKTOWN HOLDINGS, LLC, C/O KURTZMAN CARSON CONSULTANTS LLC, 2335 ALASKA
AVENUE, EL SEGUNDO, CA 90245, ATTN: BALLOT PROCESSING DEPARTMENT; OR (2) FOR
HOLDERS OF BOND CLAIMS, TO YOUR NOMINEE FOR PROCESSING AND DELIVERY TO
GREEKTOWN BALLOTING CENTER, C/O KURTZMAN CARSON CONSULTANTS LLC, ATTN: DAVID M.
SHARP, 1230 AVENUE OF THE AMERICAS, 7TH FLOOR, NEW YORK, NEW YORK 10020.
BALLOTS RECEIVED AFTER SUCH TIME WILL BE COUNTED IN THE SOLE DISCRETION OF THE
NOTEHOLDER PLAN PROPONENTS. BALLOTS SHOULD NOT BE DELIVERED TO ANY OTHER PARTY
OR ADDRESS. 


	
  

 	
  

 
	
 E.

 	
 Questions About Voting Procedures 

 



          If
(1) you have questions about (a) the procedure for voting your Claim, (b) the
packet of materials that you have received, or (c) the amount of your Claim or
Interest; or (2) you wish to obtain, at your own expense (unless otherwise
specifically required by Bankruptcy Rule 3017(d)) an additional copy of the
Plan, this Disclosure Statement, or any appendices or Exhibits to those
documents, please refer to the Claims Agent’s website at http://www.kccllc.net/greektowncasino
or request a copy from the Claims Agent by mail at 2335 Alaska Avenue, El
Segundo, California 90245, Attn: Greektown Balloting; by telephone toll free at
866-381-9100; or by e-mail at greektowninfo@kccllc.com. 


          For
further information and instructions on voting on the Plan, see Article X of
this Disclosure Statement. 


	
  

 	
  

 
	
 F.

 	
 Confirmation Hearing and Deadline for Objections to Confirmation 

 



          Under
Bankruptcy Code section 1128 and Bankruptcy Rule 3017(c), the Bankruptcy Court
has scheduled the Confirmation Hearing for January 12, 2010, at 10:00 a.m.
(prevailing eastern time) before the Honorable Walter Shapero, United States
Bankruptcy Judge, at the United States Bankruptcy Court for the Eastern
District of Michigan, Southern Division, located 


4






at The
Theodore Levin Courthouse, 211 West Lafayette Blvd., 10th Floor, Detroit,
Michigan 48226. Objections to Confirmation, if any, must be filed and received
in accordance with Solicitation Procedures contained in the Solicitation
Procedures Order by January 5, 2010 at 5:00 p.m. (prevailing eastern time). The
Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court
without further notice except by announcement of the adjournment date at the
Confirmation Hearing or at any subsequent adjourned Confirmation Hearing. 


II. BACKGROUND INFORMATION


          The following description of the Debtors’ business
before commencement of the Chapter 11 Cases, including the events leading to
the Chapter 11 Cases, has been provided by and is derived from the Debtors’
Second Amended Disclosure Statement for the Joint Plans of Reorganization,
which was approved by the Bankruptcy Court on September 3, 2009. Except where
certain descriptions have been updated to reflect changes in circumstances
since the approval of the Debtors’ Second Amended Disclosure Statement for the
Joint Plans of Reorganization, the Noteholder Plan Proponents possess no
independent knowledge of the facts contained herein. 


	
  

 	
  

 
	
 A.

 	
 The Debtors’ Businesses 

 






	
  

 	
  

 	
  

 
	
  

 	
 1. 

 	
 Corporate Structure 

 



          As
illustrated in the corporate organization chart attached as Exhibit C
the assets of the Greektown Casino (“Greektown”) are owned by Greektown
Casino, L.L.C. (“Casino”). Greektown Holdings, L.L.C. (“Holdings”),
a holding company, owns 100% of Casino’s membership interests. Holdings’
membership interests, in turn, are owned 50% by Monroe Partners, L.L.C. (“Monroe”),
a holding company, and 50% by Kewadin Greektown Casino, L.L.C. (“Kewadin”).
Kewadin also owns 97.1875% of Monroe’s membership interests. 


          Kewadin
is wholly owned by the Kewadin Casinos Gaming Authority, a tribal
instrumentality wholly owned by the Sault Ste. Marie Tribe of Chippewa Indians,
a federally recognized Indian Tribal Government (the “Tribe”). The Tribe
established Kewadin to oversee its gaming operations. 


          Casino
also owns 100% of the shares of Realty Equity Company, Inc. (“Realty”).
100% of Contract Builders Corporation (“Builders”) shares, and 100% of
the membership interests of Trappers GC Partner, LLC (“Trappers”).
Realty, Builders, and Trappers are real-estate holding companies that each own
certain real property located in Detroit, Michigan. Holdings also owns 100% of
the shares of Greektown Holdings II, Inc. (“Holdings II”) a holding
company that does not own any assets. 


	
  

 	
  

 
	
 2.

 	
 Background 

 



          Greektown,
which was developed by the Tribe in a partnership with private investors,
opened in November 2000 as the first tribal-owned casino in the U.S. to operate
on non-tribal lands. One of only three commercially licensed casinos operating
in Michigan, Greektown is located in the historic Greektown district of
downtown Detroit, Michigan. Greektown is accessible from the six interstate highways
that pass through downtown Detroit, including Interstate 375, which has an
off-ramp adjacent to one of Greektown’s parking structures. 


5






          Greektown
offers a full range of gaming, dining, and entertainment alternatives. In 2008,
Greektown’s share of the Metro Detroit Gaming Market (defined below) was 23.2%,
and Greektown generated $286.7 million in net revenues and $(153.1) million in
net income. Greektown generates stable cash flow from its slot-based business,
which represented approximately 83% of gross gaming revenues in 2008, and from
table games, which are predominantly cash based. 


          Greektown’s
market is primarily a “drive-to” gaming market, with over 90% of its patrons
residing within 100 miles of its location. It is estimated that Greektown
attracts approximately 15,800 patrons per day, a significant number of which
make regular visits to its property. “Club Greektown” Greektown’s players club,
is a membership/loyalty program that attracts customers by offering incentives
to frequent casino visitors. As of December 31, 2008, there were approximately
1,005,000 people in the Club Greektown database, 73,000 of which are considered
active members. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Overview of the Greektown Property 

 



          Greektown
was designed to blend in with the fabric of its neighborhood surroundings while
providing a destination of excitement and entertainment for visitors. A number
of public attractions and corporate offices are located within walking distance
or a short drive from Greektown, including stadiums for the Detroit Tigers,
Detroit Lions, and Detroit Red Wings and the headquarters for Blue Cross Blue
Shield of Michigan, Compuware, and General Motors. 


          Since
July 2006, Greektown has been engaged in an expansive renovation of its gaming
floor and amenities, including construction of an adjacent parking garage and
400-room hotel (the “Expanded Complex”). The following table summarizes the
impact on Greektown’s property of the Expanded Complex, which was substantially
completed in February 2009:  


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Pre-Expanded

 Complex

 	
  

 	
 Expanded

 Complex

 	
  

 	
 February

 2009

 
	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 
	
 Gaming
 Square-Feet

 	
 75,000

 	
  

 	
  

 	
 25,000

 	
  

 	
  

 	
 100,000

 	
  

 
	
 No. of Slots

 	
 2,308

 	
  

 	
  

 	
 592

 	
  

 	
  

 	
 2,900

 	
  

 
	
 No. of
 Tables

 	
 73

 	
  

 	
  

 	
 1

 	
  

 	
  

 	
 74

 	
  

 
	
 No. of
 Parking Spaces

 	
 1,882

 	
  

 	
  

 	
 2,900

 	
  

 	
  

 	
 4,782

 	
  

 
	
 No. of Hotel
 Rooms

 	
 N/A

 	
  

 	
  

 	
 400

 	
  

 	
  

 	
 400

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
 B.

 	
 Directors, Managers, and Officers 

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 The Debtors’ Boards of Directors/Managers
 and Executive Officers 

 



          The
following persons are the Debtors’ executive officers and/or serve on the
Debtors’ boards of directors or managers. 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Kewadin.
 Kewadin’s Chairman is D. Joe McCoy; and its Managers are D. Joe McCoy, Jake
 Miklojcik and Louis Glazier. Kewadin is a manager-managed LLC. 

 


6










	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Monroe.
 Monroe’s Chairman is D. Joe McCoy; and its Managers are D. Joe McCoy, Jake
 Miklojcik and Louis Glazier. Monroe is a manager-managed LLC. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Holdings.
 Holdings’ Chairman is D. Joe McCoy; its Chief Executive Officer is Randall
 Fine; its Chief Financial Officer is Cliff Vallier; and its Managers are D.
 Joe McCoy, Jake Miklojcik and Louis Glazier. Holdings is a manager-managed
 LLC. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Casino.
 Casino’s Chairman is D. Joe McCoy; its Chief Executive Officer is Randall
 Fine; its General Manager is Chris Colwell; its Chief Financial Officer is
 Cliff Vallier; and its Managers are D. Joe McCoy, Jake Miklojcik and Louis
 Glazier. Casino is a manager-managed LLC. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Holdings II.
 Holdings II’s Chairman is D. Joe McCoy; its Chief Executive Officer is
 Randall Fine; its Chief Financial Officer is Cliff Vallier; and its Directors
 are D. Joe McCoy, Jake Miklojcik and Louis Glazier. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Realty.
 Realty’s President is D. Joe McCoy; its Chief Executive Officer is Randall
 Fine; its Secretary and Treasurer is Cliff Vallier; and its Directors are D.
 Joe McCoy, Jake Miklojcik and Louis Glazier. Realty is a corporation. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Builders.
 Builders’ President is D. Joe McCoy; its Chief Executive Officer is Randall
 Fine; its Secretary and Treasurer is Cliff Valier; and its Directors are D.
 Joe McCoy, Jake Miklojcik and Louis Glazier. Builders is a corporation. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Trappers.
 Trappers’ President is D. Joe McCoy; its Chief Executive Officer is Randall
 Fine; its Secretary and Treasurer is Cliff Vallier; and its sole member is
 Greektown Casino, LLC. Trappers is a member-managed LLC. 

 






	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Direct Competition Overview 

 



          The
direct competitors of Greektown are the two other Detroit casinos, MGM and
MotorCity, which initially opened in 1999, and Caesars, which initially opened
in 1994. The three Detroit casinos operate as commercial entities under the
Michigan Gaming Control and Revenue Act (the “Gaming Act”). Detroit
casinos are licensed to offer both slot machines and table games, with no
specific limit on the number of gaming positions that a casino may operate
within the authorized gaming square footage. MGM, MotorCity, and Caesars may
each have greater name recognition and financial, marketing, and other
resources than Greektown. For example, MGM benefits from the use of a national
player database, MGM, MotorCity, and Greektown, had 42.5%, 34.2%, and 23.2%
market share, respectively, as of December 31,2008. Below is a summary of the
gaming amenities offered by MGM and MotorCity. 


	
  

 	
  

 	
  

 
	
  

 	
 a. 

 	
 MGM Grand
 Detroit 

 



          MGM
was the first casino to open in Detroit, in July 1999, and since 2001 has been
the market leader. In October 2007, MGM completed construction of a new,
permanent casino, which significantly increased MGM’s gaming revenues over the
prior twelve-month period. The new facility houses approximately 100,000 square
feet of gaming space with an estimated 4,200 slot machines and 98 table games,
400 hotel rooms, over 5,000 parking spaces, 13 


7






restaurant/bars,
and five entertainment venues. The property also offers a 30,000-square-foot
meeting facility, which includes a 14,000-square-foot ballroom. For the twelve
months ending December 31, 2008, MGM’s adjusted gross gaming revenue was $578
million, a significant increase over the prior year. MGM Mirage owns a
controlling interest in the casino, with the remaining interest held by Detroit
Partners, LLC, a group of local residents and businesses. 


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 MotorCity
 Casino 

 



          MotorCity
was the second casino to open in Detroit, in December 1999, and since 2001 has
maintained a second-place market position behind MGM. In 2005, MotorCity began
renovating its existing casino space. The new facility has 100,000 square feet
of gaming space with an estimated 2,850 slot machines and 83 table games, over
4,000 parking spaces, 10 restaurants/bars, and two entertainment venues. For
the twelve months ending December 31, 2008, Motor City’s adjusted gross gaming
revenue was $464 million, a slight decline over the prior year. The facility is
privately owned by its sole stockholder, Marian Ilitch, and was formerly owned
by Mandalay Resort Group. 


	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Caesars
 Windsor 

 



          Caesars
opened in a temporary location in May 1994. Caesars is the largest casino-resort
in Canada and is owned by the government of Ontario and operated by a
consortium that includes Harrah’s Entertainment, Inc. and Hilton Hotels
Corporation. At its peak in the late 1990s, the casino attracted in excess of 6
million visitors annually. In February 2005, the casino announced a $400
million expansion, which resulted in a complex of approximately 100,000 square
feet of gaming space, 95 table games, 2,600 slot machines, and 3,000 parking
spaces. Caesars now offers 758 hotel rooms, a 5,000-seat entertainment center,
and approximately 100,000 square feet of convention space. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Michigan Tribal Gaming 

 



          Nineteen
Native American casinos are currently operating in western, central, and
northern Michigan, five of which are owned and operated by the Tribe, and the
closest of which is 150 miles from Greektown. Furthermore, a number of
additional Native American casinos are in various stages of the planning
process: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The Tribe
 has entered into a land settlement agreement with the State of Michigan and
 is currently seeking government approvals to construct a casino in Monroe
 County, Flint, or Romulus, which would be within 20 to 75 miles of Greektown.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Another
 tribe has also entered into a land settlement agreement with the State of
 Michigan and is currently seeking government approval for a casino in Port
 Huron, which would be within 75 miles of Greektown. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Two more
 tribes were authorized to open casinos in western Michigan under compacts
 signed in 1998, but no facility has opened to date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Another
 tribe has been federally recognized and seeks to enter into a compact with
 the State of Michigan for a casino in western Michigan. 

 


8










	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Another
 tribe has indicated an intention to apply to the Bureau of Indian Affairs for
 trust status for a site in Romulus. 

 



The opening of
additional Native American casinos near Detroit or throughout Michigan could
have a detrimental effect on Greektown’s gaming revenues.


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 The Michigan Lottery 

 



          Greektown
competes with the State of Michigan Lottery, which offers a variety of lottery
tickets and drawings. Additionally, the Bureau of State Lottery oversees and
licenses charitable gaming by non-profit organizations throughout the state. In
2004, Michigan also introduced new “Club Games,” including keno and various
pull-tab games, in licensed bars and restaurants. 


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Other Competition 

 



          Greektown
also competes, to some extent, with other forms of gaming on both a local and
national level, including state-sponsored lotteries, Internet gaming, on- and
off-track wagering, and card parlors. The expansion of legalized gaming to new
jurisdictions throughout the United States has also increased competition and
will continue to do so in the future. On November 3, 2009, Ohio voters passed a
casino gaming initiative authorizing casino-style gaming at four locations in
the state: Cincinnati, Cleveland, Columbus, and Toledo. Should casinos be built
in these jurisdictions, Greektown will face increased competition.
Additionally, if gaming facilities in Greektown’s markets were purchased by
entities with more recognized brand names or larger capital resources, or if
gaming were legalized in other jurisdictions near Greektown where gaming
currently is not permitted, Greektown would face additional competition. 


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Proposal 1 

 



          In
November 2004, Michigan voters passed Proposal 1, which requires a voter
referendum before new forms of gambling are permitted in Michigan. This limits
the government’s ability to enact changes to state laws permitting incremental
forms of gaming in Michigan. Proposal 1 does not apply to tribal gaming or to
the three existing Detroit casinos, but applies to new lottery games,
consisting of “table games” and “player-operated mechanical or electronic
devices” or other forms of gaming or additional casinos. 


	
  

 	
  

 
	
 C.

 	
 Regulation Under the Michigan Gaming Control and Revenue Act 

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Michigan Regulation 

 



          The
Debtors’ gaming facility and operations are subject to various state and local
laws and regulations. In November 1996, Michigan voters approved Proposal E,
which effectively authorized three licensed casinos to be built in Detroit, and
was later substantially amended and signed into law as the Michigan Gaming Control
and Revenue Act, M.C.L. §§ 432.201 et seq,, referred to in this Disclosure
Statement as the Gaming Act. Greektown is subject to the provisions of the
Gaming Act, including rules promulgated pursuant thereto (the “Gaming Rules”),
MGCB Orders and Resolutions (“Board Orders and Resolutions”), and MGCB
approved Internal Controls, the Michigan Liquor Control Code, the Rules of the
Michigan Liquor Control Commission, and various local ordinances and
regulations, and is subject to the 


9






regulatory
control of the MGCB, the City of Detroit, and other applicable governmental
entities, including, without limitation, the Michigan Liquor Control Commission
and the Michigan Department of Treasury. 


          Among
other things, the Gaming Act: 


	
  

 	
  

 
	
  

 	
           (i)       
 Authorizes up to three licensed commercial casinos in any “city”, which
 currently includes only the City of Detroit; 

 
	
  

 	
  

 
	
  

 	
           (ii)      
 Vests the MGCB (a Type I state agency within the Michigan Department of
 Treasury) with exclusive authority to license, regulate, and control casino
 gaming operations at the three authorized Detroit casinos; 

 
	
  

 	
  

 
	
  

 	
           (iii)     Authorizes
 the MGCB to promulgate necessary administrative rules to properly implement,
 administer, and enforce the Gaming Act; 

 
	
  

 	
  

 
	
  

 	
           (iv)      Provides
 for the licensing, regulation, and control of casino gaming operations,
 manufacturers and distributors of gaming equipment and supplies, and casino
 employees; 

 
	
  

 	
  

 
	
  

 	
           (v)      
 Establishes licensing standards and procedures for the issuance of casino
 licenses, casino-supplier licenses, and occupational licenses; 

 
	
  

 	
  

 
	
  

 	
           (vi)      Imposes
 civil and criminal penalties for violations of the Gaming Act; 

 
	
  

 	
  

 
	
  

 	
           (vii)     Authorizes
 and imposes certain taxes and fees on casinos and others involved in casino
 gaming; 

 
	
  

 	
  

 
	
  

 	
           (viii)    Provides
 for the distribution of casino tax revenue for certain purposes, including
 K-12 public education in Michigan, and for capital improvements, youth programs,
 and tax relief in the City of Detroit; 

 
	
  

 	
  

 
	
  

 	
           (ix)      Creates
 certain funds for the operation of the MGCB to license, regulate, and control
 casino gaming, and addresses contributions to compulsive gambling prevention
 programs, and other casino-related Michigan programs; 

 
	
  

 	
  

 
	
  

 	
           (x)       Requires
 certain safeguards by casino licensees to prevent compulsive and underage
 gambling; 

 
	
  

 	
  

 
	
  

 	
           (xi)      Prohibits
 state and local political contributions by certain persons with casino
 interests, including licensed suppliers and supplier-license applicants; and 

 
	
  

 	
  

 
	
  

 	
           (xii)     Establishes
 ethical standards and requirements for members, employees, and agents of the
 MGCB, license applicants, licensees, and others involved in gaming. 

 



          The
Gaming Act also vests the MGCB with extensive authority to conduct background
investigations to determine the suitability and eligibility of casino-license
applicants, affiliated companies, persons, and entities. Typically, persons who
have a 1% or greater ownership interest in a licensee and all persons
considered “key,” such as upper management and board members, 


10






are required
to undergo an extensive application and disclosure process with the MGCB,
pursuant to which an investigation is conducted before a decision is made by
the MGCB as to suitability and eligibility. Newco intends to register the New
Common Stock on a registration statement on Form 10 and become a reporting
issuer under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Upon becoming a reporting issuer under the Exchange Act, the Gaming
Act’s ownership threshold for licensing purposes applicable to Newco generally
increases to 5%. Additionally, if the holder of stock of a reporting issuer
under the Exchange Act is an Institutional Investor, as defined in the Gaming
Act, the holder may be eligible for waiver of the eligibility and suitability
requirements if it owns no more than 15% of the casino licensee according to
the Gaming Act and rules.


          Prior
to the Debtors’ bankruptcy, in November of 2005 the Board issued an Order
Approving Debt Transaction, Supplier-Licensing Exemption Requests, and
Eligibility, Suitability, and Qualification of Certain Key Persons of Greektown
Casino, L.L.C. (“2005 Order”). This Order provided that Casino, Holdings
and Holdings II could enter into credit agreements with Merrill Lynch Capital
Corporation and Merrill Lynch Pierce Fenner and Smith Inc. to refinance a 2003
credit agreement, refinance letter of credit obligations to the City of
Detroit, fund operations, and expand the casino (“Debt Transaction”).
The 2005 Order required, as a condition of approval of the Debt Transaction,
that Holdings meet and maintain financial benchmarks, including net debt to
EBITDA ratios and fixed charge coverage ratios. The Gaming Act requires that a
casino licensee have sufficient liquidity to responsibly maintain the casino
operation. 


          The
Board’s approval of the Debt Transaction in the 2005 Order was also conditioned
upon the Board’s right to initiate a sale process if the Financial Benchmarks
were not met. If, in the judgment of the Executive Director of the Board, any
Financial Benchmark is not satisfied by the date that the certified audit for a
particular fiscal year is due, the Board may notify Casino in writing that the
process for sale of its interests in the casino operations (“Sale
Transaction”) will take effect. Within 180 days of that notification,
Debtors must enter a contract to transfer all interests in the casino and the
transferee(s) must file a transfer of interest application. If the Sale
Transaction process obligations are not satisfied or if the Board finds a
transferee ineligible, unsuitable, or unqualified, the Gaming Act’s provisions
for appointment of a conservator to operate the casino enterprise take effect. 


          In
the fall of 2006, the Debtors requested that the Board amend the covenants to
allow an additional year for them to come into compliance with the 2008
Financial Benchmarks and each successive benchmark. The Board denied this
request for modification in an order dated December 12, 2006. The Debtors
thereafter failed to meet the December 31, 2007, net debt to EBITDA ratios. The
Debtors have remained continuously in default of these regulatory requirements
since that date. 


          In
March of 2008, Debtors again requested a waiver of the Financial Benchmark
requirements of the 2005 Order and further requested that the initiation of the
Sale Transaction be waived. The Board denied Debtors’ request in an Order dated
May 13, 2008. This order found that the Debtors had failed to meet one of the
Financial Benchmarks for the fiscal year ending December 31, 2007 and the
matter was set for a June 10, 2008 show cause hearing as to why the Board
should not invoke the Sale Transaction. During the interim period between the 


11






May 13, 2008
Order and the show cause hearing, which was scheduled for June 10, 2008, the
Debtors filed their Chapter 11 petitions. At the show cause hearing, in
deference to the Bankruptcy Court and the bankruptcy process, the Board took
the decision on whether to invoke the Sale Transaction under advisement. The
MGCB continues to assert that its regulatory powers under the Gaming Act,
Gaming Rules, and previous orders are not stayed by the bankruptcy proceedings
and could be exercised at any point. As noted above these powers include, but
are not limited to, the ability to order a sale of the casino assets, appoint a
conservator, and suspend or revoke the Debtors’ gaming license.


          In
August of 2008, the Debtors’ gaming license was up for renewal. To date, in an
exercise of its discretion, the Board has taken no administrative action with
respect to the Debtors’ defaults and has held the decision on license renewal
in abeyance for over a year. The Debtors are under a statutory duty to prove by
clear and convincing evidence that they meet the criteria for continuation of a
casino license. M.C.L. § 432.206(5). These criteria include that they be well
capitalized and that they responsibly maintain casino operations and assets. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 City of Detroit Regulation 

 



          The
Detroit City Council (the “City Council”) has enacted several ordinances
affecting Detroit casinos. One ordinance, entitled “Casino Gaming Authorization
and Casino Development Agreement Certification and Compliance,” (the “City
Gaming Ordinance”) authorizes casino gaming only by a person who is
licensed by the MGCB and is a party to a “development agreement” approved and
certified by the City Council and currently in effect. 


          After
a lengthy competitive bidding process in 1997, Greektown, MGM, and MotorCity
negotiated development agreements with the City of Detroit (the “City of
Detroit”), which were finalized and approved by City Council on March 12,
1998. The City’ of Detroit’s initial plan was to acquire sufficient land to
locate all three casinos on the Detroit riverfront, which plan was ultimately
unsuccessful. Because of this significant change in plans and for other less
material factors, the three developers and the City of Detroit renegotiated
their respective development agreements and, on August 2, 2002, finalized
revised development agreements, permitting the casinos to develop their casino
complexes in various locations within the City of Detroit, which remain
effective as of this date. Both MotorCity and Greektown chose to expand their
complexes at their existing location, whereas MGM chose to develop an entirely
new facility at a different location.


          The
revised development agreements require the three casinos to construct expanded
casino complexes to include at least 400 hotel rooms and other amenities within
certain designated time frames, which were modified as a result of litigation
that enjoined construction of the facilities for 2-1/2 years. Greektown did not
meet the initial completion date but did complete construction of its hotel. It
opened all 400 rooms to the public on February 15, 2009 within the final
completion deadlines set forth in its development agreement (the “Development
Agreement”). 


          The
City Gaming Ordinance requires each casino operator to submit to the Mayor of
Detroit and to the City Council annual reports regarding the operator’s
compliance with its development agreement or, in the event of noncompliance,
reasons for non-compliance and an explanation of its efforts to comply. The
City Gaming Ordinance requires the Mayor of Detroit to monitor each casino 


12






operator’s
compliance with its respective development agreement, to take appropriate enforcement
action in the event of default, and to notify the City Council of defaults and
enforcement action taken. If a development agreement is terminated, the City
Gaming Ordinance requires the City Council to transmit notice of such action to
the MGCB within five business days, along with the City of Detroit request that
the MGCB revoke the relevant operator’s certificate of suitability or casino
license. If a development agreement is terminated, the Gaming Act requires the
MGCB to revoke the relevant operator’s casino license upon the request of the
City of Detroit. 


          Greektown
filed a motion with the United States Bankruptcy Court on March 11, 2009,
seeking authority to assume the Development Agreement (the “Assumption
Motion”). Greektown asserted that the Development Agreement is necessary
for Greektown to operate its casino under the Michigan Gaming Control and
Revenue Act and that the right to assume the Development Agreement was an
important step toward receiving certification for a reduction in the Michigan
wagering tax rate. 


          The
City of Detroit opposed the Assumption Motion, alleging that Greektown was in
default under the Development Agreement for various reasons, including: (1)
failure to build a 1,000-plus seat theater as a component of its Casino
Complex; (2) violation of a City Zoning Ordinance for failing to build a
theater in accordance with the plans approved by the City Council; (3) failure
to complete construction of the Casino Complex by the Final Completion Date;
(4) failure to pay Development Process Costs; and (5) failure to conduct a
public offering (the “Public Offering”) to local residents. The City of
Detroit claimed that some of the alleged defaults were incapable of being cured
and that as a result Greektown could not assume the Development Agreement. The
City of Detroit also argued that Greektown could not assume the Development
Agreement in any event because the City of Detroit does not consent to
assignment of the Development Agreement by Greektown. 


          Greektown
denied, in detail, each allegation of default by the City of Detroit, contended
that it has performed all of its obligations thereunder, and further responded
that the City of Detroit has never declared a default of any kind in the
six-plus years of the Development Agreement’s existence. 


          After
conducting a two-day evidentiary hearing on the matter and receiving additional
briefing as well as oral argument, the Court granted the Assumption Motion in a
written opinion dated May 13, 2009. The Court found that there was no dispute
that the Development Agreement was beneficial to the Debtors’ estates and also
found that, contrary to the City of Detroit’s position, Greektown was not in
default under the Development Agreement.


          On May 14, 2009, the City of Detroit
filed a motion with the Court requesting that the Court lift the automatic stay
so that the City of Detroit can issue a default notice under the Development
Agreement; a hearing on this motion was held on June 3, 2009. The Court granted
the City of Detroit’s motion but in doing so, (i) the Court did not make any
finding that any default existed or appeared to exist, only that the City of
Detroit may issue a notice, as required under the Development Agreement,
asserting that one or more defaults exist, and (ii) the Court held that the
City of Detroit may not issue any such notice of default until on or after
August 10, 2009. 



13






          On
June 10, 2009, the Court entered its Order Approving Debtors’ Assumption of
Development Agreement (Docket No. 1207). On June 22, 2009, the City filed a
Notice of Appeal with regard to the Court’s rulings and order granting
Greektown’s Assumption Motion.


          The
City submitted a letter on August 10, 2009 notifying Greektown of a number of
alleged defaults. The issuance of the letter, however, did not itself establish
the existence of any defaults, and Greektown has the right under the
Development Agreement to a cure period of at least 30 days, and up to 180 days
under some circumstances. 


          On
October 9, 2009, the Debtors together with the City of Detroit and the
proponents of the Debtor/Lender Plan submitted to the Bankruptcy Court for
approval the Joint Motion for Order Pursuant to Sections 105 and 363 of the
Bankruptcy Code and Federal Rules of Bankruptcy Procedure 2002 and 9019
Authorizing Entry Into and Approval of a Settlement with City of Detroit (the “Settlement
Motion”). The Settlement Motion seeks approval of a settlement (the “City
Settlement”) of all outstanding disputes between the Debtors and the City
of Detroit pursuant to which the Debtors will pay the City of Detroit
$15,300,000.00 in the manner described therein. Among other provisions, the
City Settlement contemplates that, to the extent the Reorganized Debtors under
the Debtor/Lender Plan offer to sell shares to the public pursuant to an
underwritten public offering, the Reorganized Debtors will recommend to the
underwriters of such offering to allow City of Detroit residents to participate
in a “directed share program,” limited to two percent (2%) of the total
offering. The City Settlement also contemplates the appointment of an
ombudsman, to be selected by the City of Detroit, who will attend meetings of
the Reorganized Debtors’ board of directors and will receive materials provided
to the directors in connection therewith. As of the date hereof, the Settlement
Motion has not been approved by the Bankruptcy Court. Further, the settlement
is subject to several conditions precedent. 


          The Noteholder Plan Proponents have had discussions
with the City of Detroit and intend to enter into negotiations with the City of
Detroit to reach a similar settlement. However, the City Settlement is only
effective under the Debtor/Lender Plan and does not apply to the Plan described
herein. There is no guarantee that the Noteholder Plan Proponents will reach a
settlement with the City of Detroit. 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Statement by the City 

 




	
  

 
	

 


 
	
 The City of Detroit has requested that the
 following statement be included with this Disclosure Statement. The
 Noteholder Plan Proponents and the Debtors do not agree with many of the
 positions taken by the City of Detroit in such statement and do not endorse
 the statement and make no representations with respect to the accuracy of the
 statement and reserve all of their rights to dispute all or portions of this
 statement. 

 
	

 


 



          There
are five major areas of dispute between the City and Greektown which could
materially impact Greektown’s future business operations: 1) the reversal of
the ruling allowing the assumption of the Development Agreement, 2) the City’s
claims for defaults under the Development Agreement; 3) Greektown’s lack of
entitlement to a tax rollback; 4) delinquent taxes owed by Greektown; and 5)
the current lack of consent by the City to the Plan’s proposed transfers. 


14






          As
described in greater detail below, the risks for Greektown arising out of these
disputes are significant, including, but not limited to, significant monetary
damages, a prohibition on the transfer of the Development Agreement,
termination of same and/or the shutdown of Greektown, and the inability to
consummate the plan without the City’s consent to the transfer. Under Michigan
law, a casino must have a valid development agreement in order to obtain or renew
a gaming license. Without a gaming license, a casino cannot operate. 


          Below
is a description of each of the five areas of dispute between Greektown and the
City. 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Assumption of the Development Agreement

 



          The
City objected to the Assumption Motion for multiple reasons: 1) Greektown was
barred from assuming the Development Agreement under the “hypothetical test”
under Section 365(c) of the Bankruptcy Code; 2) Greektown’s bankruptcy filing
is a default under the Development Agreement because Section 365(e)(2) revived
the “ipso facto” clause; 3) Greektown had failed to cure numerous defaults
under the Development Agreement, and 4) Greektown was unable to cure certain
historic defaults under the Development Agreement. The City alleged that
Greektown was in default under the Development Agreement for the following
reasons: 1) failure to build a 1,000-plus seat theater as a component of the
Casino Complex, 2) violation of a City zoning ordinance for failing to build a
theater in accordance with the plans that Greektown submitted to and that were
approved by City Council; 3) failure to complete the construction of the entire
Casino Complex by the date specified in the Development Agreement; 4) failure
to pay development process costs; and 5) failure to conduct a public offering
to local residents. 


          The
crux of the Bankruptcy Court’s ruling was that the City had not issued a formal
notice of default under the Development Agreement. Thus, the Bankruptcy Court
did not opine whether Greektown was or was not in compliance with the
Development Agreement, but only whether formal notice had been given. The
Bankruptcy Court subsequently allowed the City to issue a formal notice of
default as of August 10, 2009, after which the City intends to pursue all of
its rights and remedies, including filing an adversary complaint against
Greektown for breach of the Development Agreement. 


          On
August 10, 2009, the City of Detroit issued a Notice of Default and a Notice of
Election to Receive Liquidated Damages to Greektown. On the same date, August
10, 2009, the City of Detroit also filed an Adversary Complaint against
Greektown in the Bankruptcy Court seeking damages against Greektown for its
alleged breaches of the assumed Development Agreement, as described in greater
detail below in the next section. The City filed a Notice of Appeal to appeal
certain rulings made by the Bankruptcy Court in connection with the Assumption
Motion. 


          The
City is appealing the Bankruptcy Court’s rulings relating to 1) application of
the “hypothetical test” under Section 365(c) to the Debtor’s Assumption Motion;
2) whether the “ipso facto” clause in the Development Agreement creates an
incurable default which the City may enforce pursuant to Section 365(e)(2); 3)
whether the Debtor had notice of the defaults under the Development Agreement;
4) whether a debtor seeking to assume an executory contract must cure defaults
for which it has no formal notice; and 5) whether Greektown had an obligation
to cure the aforementioned defaults and provide 


15






adequate
assurance of future performance. Greektown is opposing the City’s appeal. 


          If
the City is successful in its appeal, it could have material consequences for
Greektown, including, but not limited to: 1) Greektown could be barred from
assuming the Development Agreement, which would effectively terminate the
Development Agreement; or 2) the case could be remanded to the Bankruptcy Court
for further proceedings, which could result in further delay and could also
ultimately result in Greektown being barred from assuming the Development
Agreement, the award of compensatory and liquidated damages in favor of the
City, specific performance of the terms of the Development Agreement, and/or
termination of the Development Agreement. 


	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Defaults Under the Development Agreement 

 



          The
City filed an adversary complaint in the Bankruptcy Court on August 10, 2009,
relating to Greektown’s numerous defaults and breaches under the Development
Agreement. In its adversary complaint, the City has alleged, among other
things, that Greektown is currently not in compliance with or in default of the
Development Agreement for the following reasons: 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Greektown
 has failed to complete the “theater” component of the “Casino Complex,” which
 has resulted in the following breaches of separate sections of the
 Development Agreement: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Greektown
 has failed to construct all of the components of the “Casino Complex.” 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

 	
 Greektown
 has failed to comply with governmental regulations by not constructing its
 Casino Complex in accordance with the plans submitted to the City Council of
 Detroit. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

 	
 Greektown is
 not in compliance with its approved zoning which requires the construction of
 a “theater.” 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

 	
 Greektown
 failed to construct the theater component “simultaneously” with the other
 components of its Casino Complex. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e.

 	
 Greektown
 failed to complete construction of certain components its Casino Complex by
 the Completion Date. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 f.

 	
 Greektown
 failed to complete construction of all of the components of its Casino
 Complex by the Final Completion Date. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 g.

 	
 Greektown
 suspended its construction of its Casino Complex before all components were
 completed. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Greektown
 failed to comply with financial covenants established by the Board from
 December 31, 2007 to the present (and has stated it will not comply with them
 until 2010). 

 


16










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Greektown
 failed to conduct a public offering of its interests in the Casino to City
 residents. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Greektown
 failed to reimburse the City for the City’s costs in connection with
 Greektown casino, which include the City’s professional fees related to the
 bankruptcy and it’s restructuring. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Greektown
 failed to submit a complete and timely report showing its compliance with
 various “social” and other covenants as required under the Development
 Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Greektown’s
 filing of bankruptcy constituted a violation of the Development Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Greektown
 has failed to pay a 1% tax increase that became effective on July 1, 2009,
 pursuant to M.C.L. 432.206 because Greektown’s “casino enterprise” is not
 “fully operational.” 

 



          The
Development Agreement provides for different remedies for different breaches
and defaults. These remedies could have a negative affect on Greektown’s future
business operations. The City’s potential remedies against Greektown include,
but are not limited to, the following: 1) specific performance of the terms of
the Development Agreement; 2) liquidated damages of $40,000 per day; 3) actual
damages caused by the breaches; 4) termination of the Development Agreement,
which could result in the closure and mandatory sale of the Casino Complex. 


	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Opposition to Greektown’s Request for a Tax Rollback
 

 



          In
2004, the Michigan State Legislature raised gaming taxes from 19% to 24% to
provide an incentive for casinos to become fully operational and to comply with
their development agreements. Under the Act, if the casinos met those
requirements, the tax would “rollback” to the original 19%. But if the casinos
were not in compliance with the requirements of the Act, the 24% tax would be
raised by an additional 1%, commencing on July 1, 2009. 


          To
be eligible for the “rollback” of the gaming tax, the Act requires a casino
licensee to petition the Board and satisfy two preconditions:


	
  

 	
  

 	
  

 
	
  

 	
           (1)
 the casino licensee must have been “fully operational” for at least thirty
 consecutive days; and 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
           (2)
 the casino licensee must have been “in compliance” with its development
 agreement with the City for at least thirty consecutive days since becoming
 fully operational. 

 	
  

 



M.C.L.
432.212(7). The Act defines “fully operational” to mean “a certificate of
occupancy has been issued to the casino licensee for the operation of the hotel
with not fewer than 400 guest rooms and, after issuance of the certificate of
occupancy, the casino licensee’s casino, casino
enterprise [emphasis added], and 400-guest-room hotel have been
opened and made available for 


17






public use at
their permanent location and maintained in that status.” M.C.L.432.212(15)(a). 


          The
City alleges that Greektown has not satisfied the conditions of the tax
rollback incentive. Greektown’s casino enterprise is not “fully operational”
because it has not constructed the theater component of the casino enterprise;
moreover, Greektown is not in compliance with the Development Agreement for the
reasons in the previous section above. Greektown has asserted that its casino
is fully operational and that it is in compliance with the Development
Agreement. 


          If
the Board does not certify Greektown for a tax rollback, Greektown’s future
profits would be negatively affected, as the tax would remain at 25%, subject
to increase by an additional 1% per year through 2011. 


          Greektown
has asserted that it is entitled to the tax rollback because it believes it was
not formally in default of the Development Agreement on February 15, 2009, or
30 days thereafter. In support of this contention, Greektown states that the
City only has issued a notice of default on August 10, 2009, and that it is
entitled to notice of the default and a cure period of 30 to 180 days. 


          The
City believes that these arguments are misguided for two reasons: first, the
question for the tax rollback certification is whether Greektown is “in
compliance” under the Development Agreement, and not whether a formal default
has occurred. The City contends that Greektown was not “in compliance” with
numerous sections of the Development Agreement, as described in the section
above. 


          Second,
the City contends that Greektown actually was “in default” under the
Development Agreement on February 15, 2009, or within 30 days thereafter.
Greektown fails to recognize that several of the types of defaults under the
Development Agreement are specifically excepted from the notice and cure
requirements, such as the default for filing a bankruptcy petition, or the
default for failing to complete all of the parts of the Casino Complex by the
date specified in the Development Agreement. The City believes that Greektown
was not entitled to notice of these defaults, and that these defaults respectively
occurred upon 1) the filing of the bankruptcy petition, and 2) on March 8,
2009, after Greektown had failed to complete construction of the theater. The
City believes that each of these defaults, by themselves, bar Greektown from
being eligible to receive the tax rollback certification. 


	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 Assessment, Enforcement, and Collection of Delinquent Taxes Owed By
 Greektown

 



          The
City believes Greektown was obligated to pay an additional 1% tax beginning on
July 1, 2009 pursuant to M.C.L. 432.212(6) (the “1% Tax Increase”) because its
“casino enterprise” is not yet “fully operational.” Greektown has failed to pay
the 1% Tax Increase. The City is empowered to collect the tax under the Detroit
City Code, Article XIV, Secs. 18-14-4, 18-14-5. These provisions allow the City
to collect the delinquent taxes in the same manner that income taxes are
administered, enforced and collected under the Detroit City Code. The City is
entitled to interest and penalties permitted under the Detroit City Code,
Chapter 18, Article X, Sec. 18-10-17(6). 


18






          Greektown
asserts that it has no obligation to pay the 1% Tax Increase because its
“casino enterprise” is “fully operational.” The City contests such assertion as
the theater has not been constructed, and thus asserts that the “casino
enterprise” is not “fully operational.” 


          There
are several potential consequences of Greektown’s willful failure to pay the 1%
Tax Increase, including the following: 1) conviction of a felony which would
result in Greektown becoming ineligible to renew its gaming license, 2) the
collection of the delinquent taxes plus interest accrued, 3) the imposition of
a penalty, up to 25% of the delinquent taxes, and 4) the creation of a lien on
Greektown’s assets. 


          The
Gaming Control and Revenue Act makes willful failure to pay taxes a felony. See M.C.L. 432.218(1)(e). A conviction of
a felony renders an applicant ineligible to receive a license. See M.C.L. 432.206(4)(a). 


          The
interest charged for delinquent taxes is a formula linked to the prime rate,
and the amount of the penalty for delinquent taxes is 1% of the tax owed,
assessed on a monthly basis, up to a total of 25%. Furthermore, the City is
empowered by the Detroit City Code to establish a lien against all of
Greektown’s assets to the extent that there are unpaid taxes. See Article XIV, Sec. 18-14-7. 


          Moreover,
the failure to pay the 1% Tax Increase could subject Greektown to disciplinary
actions by the Board up to and including revocation of Greektown’s gaming
license. The Board is permitted to consider whether a casino licensee has
delinquent taxes when deciding whether to renew a gaming license. 


	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 Enforcement of the Anti-Transfer Provisions 

 



          Greektown’s
Plan proposes a transfer of ownership that would violate the Detroit City Code
if not consented to by the City’s Mayor and City Council. The Plan currently
proposes to transfer ownership and thereby the Development Agreement to a newly
created entity which shall be owned substantially by the Holders of Bond Claims
and Put Parties. Without receiving the required consents such a transfer would
not only violate the Development Agreement’s restrictions on transfers of
ownership, but it would also violate the Detroit City Code. The Detroit City
Code provides: 


	
  

 	
  

 	
  

 
	
  

 	
 Sec.
 18-13-10. Prohibitions upon assignment of development agreement. 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 A
 development agreement may not be sold or transferred in any manner, nor may
 any party other than the designated developer operate a casino or casino
 complex pursuant to the development agreement, unless the mayor and city
 council give their consent to the sale or transfer (Ord. No. 17-97, § 1,
 6-18-97). 

 	
  

 



DETROIT, MICH., CODE,
Chapter 18, Article XIII, Sec. 18-13-10. To date, Greektown has not obtained
the City’s consent to a transfer either to Newco or the Holders of Bond Claims
and Put Parties. The Plan cannot be confirmed without the City’s consent or any
such transfer could be voided as an illegal transfer. 


19










	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 State of Michigan Casino Operating Fees 

 



          According
to section 12 of the Gaming Act, the State of Michigan and the City of Detroit
currently tax Greektown 12.1% and 11.9%, respectively, against adjusted gross
gaming revenues. Additionally, the Development Agreement with the City of
Detroit adds an incremental 1.0% to the current 11.9% tax rate. Therefore, the
aggregate wagering tax is 25.0%. Under section 12 of the Gaming Act, if the
MGCB determines that (1) Greektown has been “fully operational” for 30 consecutive
days and (2) Greektown has been in compliance with the Development Agreement
for at least 30 consecutive days, then the MGCB is required to certify that
Greektown is entitled to have its tax rate under the Gaming Act reduced from
24% to 19% of adjusted gross receipts. 


          “Fully
operational” is defined in the Gaming Act as follows: 


	
  

 	
  

 	
  

 
	
  

 	
 a
 certificate of occupancy has been issued to the casino licensee for the
 operation of a hotel with not fewer than 400 guest rooms and, after issuance
 of the certificate of occupancy, the casino licensee’s casino, casino
 enterprise and 400-guest room hotel have been opened and made available for
 public use at their permanent location and maintained in that status. 

 	
  

 



MCL
432.212(15)(a). Greektown received a temporary certificate of occupancy for the
400 guest room hotel on February 6, 2009 and opened all of the 400 guest rooms
to the public on February 15, 2009. 


          On
May 14, 2009, Greektown submitted a letter to the MGCB requesting certification
for the tax rate reduction under the Gaming Act. The City of Detroit submitted
a letter to the MGCB on May 20, 2009 asking the MGCB to delay consideration of
Greektown’s request for certification because the City of Detroit intended to
seek authority from the Court to issue a notice of default under the
Development Agreement and because the City of Detroit intended to appeal the
Court’s ruling finding that no defaults existed. The City of Detroit also
stated in its letter that Greektown would not be harmed by the delay because if
the MGCB ultimately determines that Greektown’s certification request is
meritorious, Greektown will be entitled to retroactive application of the tax
rollback. 


          Greektown
has submitted that it believes that under the Gaming Act, the City of Detroit’s
August 10, 2009, notice of default is of no relevance to Greektown’s pending
request for tax rollback certification before the MGCB because, among other
things, Greektown has already met both of the tax rollback certification requirements
(that Greektown was both fully operational, and in compliance with the
Development Agreement, for 30 consecutive days) and therefore Greektown is
entitled to the tax rollback regardless of whether the City of Detroit sends a
notice of default at some point in the future.


          The
MGCB requested and received submissions from the City of Detroit and Greektown
in support of their positions on Greektown’s tax rollback certification request
and the request is pending. In its submission to the MGCB, the City of Detroit
reiterated the alleged defaults of the Development Agreement that it had raised
before this Court in the litigation of the Assumption Motion, and added three
additional alleged defaults: (1) the filing of a bankruptcy petition, (2) 


20






failure to
meet certain financial covenants in MGCB Order NO. GTC-2005-006, and (3)
inadequacies in the 2009 annual Compliance Report regarding so-called “social”
and other commitments by Greektown under the Development Agreement. Greektown
denied in detail each of these additional default allegations. 

          As further
described in Section II.C., above, the City of Detroit and the Debtors have
entered into a Settlement Agreement pursuant to which, among other things, the
City of Detroit will withdraw its opposition to Greektown’s tax rollback
certification request. 


          The
Noteholder Plan Proponents have had discussions with the City of Detroit and
intend to enter into negotiations with the City of Detroit to reach a similar
settlement. However, the City Settlement is only effective under the
Debtor/Lender Plan and does not apply to the Plan described herein. There is no
guarantee that the Noteholder Plan Proponents will reach a settlement with the
City of Detroit. Further, the decision whether to grant the Tax Rollback rests
with the MGCB. That decision remains under advisement and is not controlled by
any settlement between the other parties in this case, including the Debtors,
Noteholder Plan Proponents, and the City of Detroit. 


          In
addition to payment of the wagering tax, the City of Detroit may impose an
annual municipal service fee upon each of the licensed casinos in Detroit.
Currently, the municipal service fee is the greater of 1.25% of gross gaming
revenues or $4 million. 


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Legal / Compliance Matters 

 



          Various
lawsuits were filed in the state and federal courts challenging the
constitutionality of the Casino Development Competitive Selection Process
Ordinance. The lawsuits sought to revoke the casino licenses issued to the three
selected Detroit casino developers and to require the City of Detroit to
reselect casino developers. A settlement agreement reached in mid-2005 requires
Greektown to pay $40 million in annual $1 million payments (inclusive of
interest) through 2031. As of September 30, 2008, Greektown had paid $17
million toward the settlement agreement. 


          On
June 8, 2006, Greektown entered into an Acknowledgment of Violation (“AOV”)
with the MGCB staff, which was approved by the MGCB on June 13, 2006, in an order
titled Final Decision and Order Approving Acknowledgment of Violation and
Approving Certain Amendments to the Debt Transaction Documents (“June 13th
Order”). This matter arose out of Greektown’s failure to comply with the
MGCB’s November 2005 order approving the Pre-petition Credit Facility by
failing to obtain MGCB approval before amending certain debt transaction
documents. Greektown was assessed a $400,000 fine, although $300,000 is being
held in abeyance so long as Greektown does not violate any MGCB order regarding
a debt transaction. Greektown paid the $100,000 fine in 2006 and has not been
required to make any additional payments under the June 13th Order. The AOV and
MGCB order also required Greektown to establish an employment position for a person
responsible for ensuring compliance with MGCB orders and to act as a liaison
between Greektown and the MGCB, which it has done.


          The
MGCB’s November 2005 order also made approval of the Pre-petition Credit
Facility contingent upon Greektown maintaining certain financial covenants.
Upon Greektown’s noncompliance with such covenants, the MGCB was entitled to
invoke a sale process that could 


21






potentially
force Greektown to sell its casino interests on 180 days’ notice (the “Sale
Transaction Process”). Greektown subsequently failed to comply with one of
the covenants, and the MGCB refused to waive such noncompliance, and ordered
Greektown to “show cause” as to why the Sale Transaction Process should not
have been invoked. Just before that hearing, Greektown filed for bankruptcy.
The MGCB nonetheless conducted the show cause hearing, but held in abeyance its
rights in this regard. The MGCB contends that it still has the authority to
invoke that process, despite the bankruptcy.


          In
December 2007, Greektown entered into another AOV regarding certain purchasing
practices, among other things. Greektown agreed to a fine of $750,000, of which
$450,000 is being held in abeyance for three years provided Greektown does not
commit any violations of the nature at issue in this AOV. Greektown paid the
$300,000 remainder of the fine. Greektown also agreed to various other
commitments to ensure compliance. 


          The
MGCB continues to assert that its regulatory authority is not stayed by the
bankruptcy proceedings and believes that even were a plan of reorganization
successfully confirmed, the Board would still have the authority to order the
sale of the casino should violations of the Gaming Act, the Gaming Rules, or
Board Orders continue. In addition, Board approval is required for any transfer
of the casino license, and certain interests in the licensee, to another party
and the decision on whether to renew Debtors’ casino license remains under
advisement. It is possible that the Board could decide to suspend or revoke the
casino license either during or after the bankruptcy proceedings. Without a
casino license, neither any of the Reorganized Debtors nor the Newco proposed
in the Plan could operate a casino in the state of Michigan and the value of
the enterprise would be drastically affected by this decision. 


          Finally,
Greektown is a party to various other legal and governmental proceedings
arising in the ordinary course of business. Additionally, Greektown is involved
in several disputes with the City of Detroit with respect to legal and
compliance issues. For a full description of these disputes, please see Section
II.C. above. 


	
  

 	
  

 
	
 D.

 	
 The Construction Project 

 



          In
connection with its obligations under the Revised Development Agreement,
Greektown has completed the Expanded Complex, which includes expanding the
existing casino and building a new hotel and new parking garage on property
adjacent to the casino. The Expanded Complex consists of approximately 25,000
square feet of additional gaming space, approximately 2,900 new attached
parking spaces, a 400-room hotel, up to four restaurants (including buffet) and
nine bars, convention space, and entertainment venue. The project includes the
complete renovation of the high limit area (the “Pantheon Room”) and
patrons have direct access to the area through a special VIP valet service.
There is currently 25,000 square feet of entertainment/event center space with
11,000 square feet adjacent space that have been left as unfinished core and
shell space for future build out. 


22










	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Construction Budget 

 



          The
budget for the Expanded Complex construction cost is $245 million, and the
project management team currently anticipates that the construction of the
Expanded Complex will be completed within budget.4


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Construction Contracts 

 



          Greektown
engaged Jenkins/Skanska Venture LLC (“Jenkins/Skanska”) to be the
project general contractor and construction manager under an Agreement Between
Owner and Construction Manager, dated October 3, 2002, as amended (the “GC
Agreement”). Greektown engaged Hnedak Bobo Group to act as the master
architect for the Expanded Complex and architect of record for the casino
expansion/renovation, and Hnedak Bobo Group engaged Rossetti Associates to be
the architect of record for the new hotel. Greektown engaged Rich and
Associates, Inc. Parking Consultants to be the architect of record for the new
parking garage.


          Initially,
the project was managed by Greektown’s finance team in coordination with the
primary general contractor, Jenkins/Skanska. Recognizing cost overruns and
construction delays, Greektown’s management board retained Hammes Company (“Hammes”)
in May 2007 on a month-to-month basis to assist in high-level project management
decisions while Greektown continued to lead the project. The Hammes role was
expanded in October 2007 when it was officially retained to provide project
consulting on a full-time basis. This role gradually expanded until spring 2008
when Greektown retained Hammes to initiate financial management and logistics
planning of the project. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Construction Summary 

 



          Greektown
commenced construction of the Expanded Complex in July 2006. During the first
22 months of development, the Expanded Complex was subject to a number of cost
overruns and construction delays. The primary cost overruns were related to
design finalization and changes, ineffective contracts for concrete, and
mechanical and engineering work. Through Hammes’ effort, the project was
restructured to focus on meeting construction milestones, managing costs and
coordinating logistics so construction was in line with the other facets of the
Expanded Complex. To date, construction of the Expanded Complex has been
substantially completed.


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Jenkins/Skanska Claim 

 



          On
June 2,2008, Jenkins/Skanska sent a letter to Greektown requesting
reimbursement of $507,316 for attorneys fees and costs incurred by
Jenkins/Skanska in connection with the Chapter 11 Cases. Jenkins/Skanska claims
it is entitled to reimbursement of this amount under the GC Agreement.
Greektown disputes this claim and has denied the request for payment. 


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 4          Amount
 excludes the costs of the site acquisition and improvements, furnishings and fixtures
 and the cost of the land and improvements which were approximately $97
 million. 

 


23










	
  

 	
  

 
	
 E.

 	
 The Debtors’ Pre-petition Capital Structure5

 



          On
December 2, 2005, Holdings and Holdings II, as borrowers, and Merrill Lynch
Capital Corporation, as lender and agent for itself and other lenders (the “Pre-petition
Lenders”) entered into the Pre-petition Credit Agreement, under which
Holdings and Holdings II obtained a $290 million senior secured credit facility
(the “Pre-petition Credit Facility”) consisting of a $190 million
seven-year term loan and a $100 million, five-year revolving credit facility.
In April 2007, the Pre-petition Lenders provided Holdings and Holdings II with
an additional $37.5 million incremental term loan and increased the availability
under the revolving credit facility to $125 million. Approximately $49.5
million of the revolving credit facility had been issued as a letter of credit
to support certain bonds. Each of Casino, Trappers, Contractors and Realty
guaranteed the obligations of Holdings and Holdings II under the Pre-petition
Credit Facility. The Pre-petition Credit Facility is secured by all of the
assets of Holdings, Holdings II, Casino, Trappers, Contractors and Realty. 


          Also
on December 2, 2005, Holdings and Holdings II issued $185 million in senior
unsecured notes due 2013 (the “Notes”).


          As
a result of certain covenant violations under the Pre-petition Credit
Agreement, on November 14, 2007, the Tribe made an equity contribution to
Holdings in the amount of $35 million, which was used to reduce the outstanding
balance of the term loan and incremental term loan on a pro rata basis. As of
March 31, 2008, the principal amount of $326 million was outstanding on the
term loan and revolving credit facility. All amounts due and payable under the
term loans are due December 3, 2012. All amounts due and payable under the
revolving loans are due December 2, 2010, other than for the portion used to
support the letter of credit, which became due the second business day after
the letter of credit was presented for payment.


          As
of the Petition Date, the Debtors owed approximately $24 million to
Jenkins/Skanska, the general contractor for the Expanded Complex construction
project for work during March and April 2008. Also as of the Petition Date, the
Debtors owed approximately $600,000 to Hnedek Bobo, the architect for the
Expanded Complex (“Hnedek”) and approximately $3.2 million to certain
other contractors, consultants, architects, and suppliers (the “Other
Contractors” and together with Jenkins/Skanska and Hnedek, collectively the
“Contractors”) who have contracted directly with the Debtors for goods
or services related to the Expanded Complex. 


          In
summary, as of the Petition Date, each of the Debtors’ indebtedness was as
follows: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Holdings and Holdings, II. Holdings and
 Holdings II had total joint-and-several outstanding indebtedness of
 approximately $521 million, approximately $326 million of which represents
 the pre-petition secured credit facility, and approximately $195 million of
 which represents senior unsecured notes. 

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 5 The estimated
 amounts of Claims listed herein is derived wholly from information supplied
 by the Debtors. The Plan Proponents cannot guarantee the accuracy of these
 estimates and reserve all rights to object to any particular Claim or amount.

 


24










	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Casino.
 Casino had outstanding indebtedness of approximately $84 million including
 the claims of suppliers, professionals, and construction contractors. Casino
 guaranteed the obligations of Holdings and Holdings II under the Pre-petition
 Credit Facility, which was approximately $326 million as of the Petition
 Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Kewadin.
 Kewadin had outstanding indebtedness of approximately $65.5 million, all of
 which represents claims for balances due to current or former members of
 Monroe for Kewadin’s purchase of certain equity of Monroe. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Monroe.
 Monroe had outstanding indebtedness of approximately $70 million,
 approximately $64 million of which represents secured claims for balances due
 to current and former members of Monroe, and approximately $6 million of
 which represents general unsecured claims for balances due to Greektown and a
 former member of Monroe. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Realty,
 Builders, and Trappers. Neither Realty, nor
 Builders, nor Trappers had any outstanding indebtedness, other than that each
 of Realty, Builders and Trappers guaranteed the obligations of Holdings and
 Holdings II under the Pre-petition Credit Facility, which was approximately
 $326 million as of the Petition Date. 

 
	
  

 	
  

 	
  

 
	
 F.

 	
 Events Leading to the Chapter 11 Cases 

 



          The
following events were the primary causes of the Chapter 11 Cases: 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Holdings’ uncertainty over its ability to
 comply with certain covenants under the Pre-petition Credit Agreement after
 June 30, 2008 

 



          As
of December 31, 2007, Holdings was not in compliance with certain covenants of
the Pre-petition Credit Agreement, but had received a limited waiver of its
covenant violations from the Pre-petition Lenders through June 30, 2008. The
waiver required, among other things, an equity contribution in 2008, which the
Debtors had not obtained by the Petition Date. As a result of the existing and
anticipated covenant violations, all outstanding debt obligations of Holdings
and Holdings II could have become due in 2008. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Greektown’s inability to obtain sufficient
 debt or equity financing to complete the Expanded Complex 

 



          Significant
delays and cost overruns related to the Expanded Complex adversely affected
Greektown’s business, results of operations, financial condition, and cash
flow. As of the Petition Date, Greektown was unable to secure a financing
source for the approximately $161 million needed to complete the Expanded
Complex. Failure to complete the Expanded Complex on a timely basis would have
resulted in a default under the Development Agreement, may have hindered
Greektown’s ability to compete in the Metro Detroit Gaming Market, and may have
resulted in monetary penalties and delays of the Tax Rollback (and eventually a
tax increase). Further, because Greektown lacked sufficient funds to complete
the Expanded Complex, Greektown’s general contractor, Jenkins/Skanska, had
threatened to suspend work. 


25










	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Greektown’s uncertainty with respect to its
 ability to cure or receive a waiver of certain financial covenant violations
 with the MGCB 

 



          As
a condition to approving the Pre-Petition Credit Facility and Notes, the MGCB
imposed certain financial covenants on Greektown with which Greektown had not
complied as of December 31, 2007. Nor did Greektown cure or obtain a waiver of
the covenant defaults before an MGCB-imposed April 30, 2008 deadline. The
Debtors remain in default of certain of these covenants. As noted above, the
MGCB believes that it retains the ability to exercise its regulatory authority
despite the bankruptcy proceedings, including invoking the Sale Transaction
Process. 


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Monroe’s inability to make installment
 payments to its former members 

 



          In
July 2000, Monroe agreed to make installment payments to certain of its members
in exchange for all of their membership interests. Concurrently with the
redemption, Kewadin purchased membership interests from Monroe in an amount
equal to the redeemed interests and, in connection with that purchase, agreed
to secure Monroe’s payment obligations to its former members with Kewadin’s
membership interests in Monroe. An installment payment in the amount of $20.7
million was due to certain of the former members on November 10, 2007, but was
extended through June 2008, subject to the former members’ option to terminate
the waiver on 14 days’ written notice. Outside of bankruptcy, failure to make
this installment payment could have resulted in Kewadin being required to sell
its interests in Monroe, a “change-in-control” event of default under the
Pre-petition Credit Agreement. 


III. SIGNIFICANT EVENTS DURING THE CHAPTER 11
CASES


          The
following contains an overview of certain events occurring after the chapter 11
filings, including the administration of the Chapter 11 Cases, the
stabilization of the Debtors’ operations, and the Debtors’ restructuring
initiatives. 


	
  

 	
  

 
	
 A.

 	
 Filing the Chapter 11 Case Petitions 

 



          On
the Petition Date, the Debtors commenced the Chapter 11 Cases by filing their
voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The
Debtors continue to operate their businesses and manage their properties as
debtors in possession under Bankruptcy Code sections 1107(a) and 1108. On June
13, 2008, the Bankruptcy Court entered an order jointly administering the
Chapter 11 Cases under Bankruptcy Rule 1015(b). Accordingly, the Chapter 11
Cases have been administered jointly under the lead case, Greektown Holdings,
L.L.C., Case No. 08-53104. No trustee or examiner has been appointed in the
Chapter 11 Cases. 


	
  

 	
  

 
	
 B.

 	
 Business Continuation; Litigation Stay 

 



          The
Debtors’ chapter 11 filings immediately gave rise to the Bankruptcy Code’s
“automatic stay” which, with limited exceptions, enjoined commencement and
continuation of all creditor collection efforts, litigation against the
Debtors, and enforcement of Liens against the Debtors’ property. This relief
provided the Debtors with “breathing room” to assess and reorganize their
businesses. The automatic stay remains in effect, unless modified by the
Bankruptcy Court, until Consummation of the Plan. 


26










	
  

 	
  

 
	
 C.

 	
 Stabilizing Operations 

 



          Immediately
following the Petition Date, the Debtors devoted substantial efforts to
stabilizing their operations and preserving and restoring relationships
impacted by the Chapter 11 Cases, including with vendors, customers, employees,
and utility providers. These initial efforts minimized the Chapter 11 Cases’
negative impact on the Debtors and others.


          The
day following the Petition Date, the Debtors filed a number of motions with the
Bankruptcy Court (the “First Day Motions”). On the same day, the
Bankruptcy Court entered an order scheduling hearings on the First Day Motions
[Docket No. 18]. Within a short time, the Bankruptcy Court entered several
orders in connection with the First Day Motions (the “First Day Orders”)
that, among other things: (1) prevented interruptions to the Debtors’
businesses; (2) eased the strain on the Debtors’ relationships with certain
essential constituencies; (3) provided access to much-needed working capital;
and (4) allowed the Debtors to retain certain advisors necessary to assist the
Debtors with administration of the Chapter 11 Cases. 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Procedural Motions 

 



          To
allow a smooth and efficient administration of the Chapter 11 Cases and to
reduce the administrative burden associated with the cases, the Bankruptcy
Court entered procedural orders: (a) authorizing joint administration of the
Chapter 11 Cases [Docket Nos. 114, 115, and 117]; (b) granting the Debtors an
extension of time to file their Schedules [Docket No. 106]; (c) (c) designating
the Chapter 11 Cases as “Large Bankruptcy Cases” under the Bankruptcy Court’s
Local Rule 9001-1 [Docket No. 107]; and (d) waiving the requirement that each
Debtor file a separate creditor and equity-Holder mailing matrix, authorizing
the filing of a consolidated list of the top-40 unsecured creditors, and
authorizing the mailing of initial notices [Docket No. 108]. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Advisor Employment and Compensation 

 



          To
help the Debtors carry out their duties as debtors in possession and to
otherwise represent the Debtors’ interests in the Chapter 11 Cases, the
Bankruptcy Court entered First Day Orders authorizing the Debtors to retain and
employ: (a) Kurtzman Carson Consultants LLC, as Claims Agent [Docket No. 211];
and (b) Conway, McKenzie, & Dunleavy, as financial advisors [Docket No.
129]. Later in the Chapter 11 Cases, the Bankruptcy Court entered orders
authorizing employment of (a) Moelis & Company (“Moelis”), as
investment bankers [Docket No. 514]; (b) Schafer & Weiner, PLLC, as
bankruptcy counsel [Docket No. 208]; (c) Honigman Miller Schwartz and Cohn LLP,
as special counsel [Docket No. 480]; and (d) certain professionals used in the
ordinary course of the Debtors’ businesses [Docket No. 427]. Further, on My 24,
2008, the Bankruptcy Court entered an order approving certain procedures for
the interim compensation and reimbursement of Professionals in the Chapter 11
Cases [Docket No. 227]. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Taxes and Fees 

 



          The
Debtors believed that certain authorities could have exercised rights
detrimental to the restructuring should the Debtors fail to satisfy certain tax
and fee obligations. To eliminate the possibility of unnecessary distractions,
the Debtors sought, and the Bankruptcy Court entered, a First Day Order
authorizing the Debtors to pay certain pre-petition taxes and fees, including
gaming, sales, use, trust-fund, gross-receipt, single-business, and other taxes
that became due after the Petition Date [Docket No. 109]. 


27










	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Casino Chips and Other Customer Gaming
 Liabilities 

 



          To
ensure a smooth transition into chapter 11 and prevent a potential backlash
from the Debtors’ current and potential customers, regulatory authorities, and
the media, the Debtors deemed it extremely important to honor all casino chips
that were outstanding as of the Petition Date, and to continue certain customer
programs designed to develop customer loyalty, encourage repeat business, and
ensure customer satisfaction. The Debtors believe that the customer programs
assisted, and continue to assist, them in retaining current customers,
attracting new customers, and, ultimately, increasing revenue. The continuation
of the customer programs and retention of core customers is a critical element
of the Debtors’ successful reorganization. Accordingly, the Bankruptcy Court
entered a First Day Order authorizing the Debtors to honor outstanding casino
chips, continue their customer programs, and honor the pre-petition commitments
owed with respect to those programs [Docket No. 103]. 


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Employee Compensation 

 



          The
Debtors rely on their employees for day-to-day business operations. Without the
ability to honor pre-petition wages, salaries, benefits, commission, and the
like, the Debtors’ employees may have sought alternative employment
opportunities, perhaps with the Debtors’ competitors, thereby depleting the
Debtors’ workforce, hindering the Debtors’ ability to meet their customer
obligations, and likely diminishing stakeholder confidence in the Debtors’
ability to successfully reorganize. The loss of valuable employees would have
been distracting at a critical time when the Debtors were focused on
stabilizing their operations. Accordingly, the Bankruptcy Court entered a First
Day Order authorizing the Debtors to pay, among other amounts, pre-petition
Claims and obligations for (a) wages, salaries, bonuses, commissions, and other
compensation, (b) deductions and payroll taxes, (c) reimbursable employee
expenses, and (d) employee medical and similar benefits [Docket No. 120]. 


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Utilities 

 



          Bankruptcy
Code section 366 protects debtors from utility service cutoffs upon a
bankruptcy filing while providing utility companies with adequate assurance
that the debtors will pay for postpetition services. The Debtors felt that the
financing provided by their DIP Facility, along with a two week deposit and the
Debtors’ clear incentive to maintain their utility services, provided the
adequate assurance required by the Bankruptcy Code. Consequently, the
Bankruptcy Court entered an interim First Day Order and, ultimately, a Final
Order approving procedures for, among other things, determining adequate
assurance for utility providers and prohibiting utility providers from
altering, refusing, or discontinuing services without further Bankruptcy Court
order [Docket No. 167]. 


	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Cash Management System 

 



          As
part of a smooth transition into these Chapter 11 Cases, and in an effort to
avoid administrative inefficiencies, maintaining the Debtors’ cash management
system with a multitude of banks and various depository institutions was
critically important. Thus, the Debtors sought and the Bankruptcy Court entered
a First Day Order authorizing the Debtors to continue using their existing cash
management system, bank accounts, and business forms. Further, the Court deemed
the Debtors’ bank accounts debtor-in-possession accounts and authorized the
Debtors to maintain and continue using these accounts in the same manner and
with the same 


28






account
numbers, styles, and document forms employed before the Petition Date [Docket
No. 133]. 


	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Debtor-in-Possession Financing and Use of
 Lenders’ Cash Collateral 

 



          Before
the Petition Date, Greektown was generating insufficient cash flow to sustain
its operations and complete construction of the Expanded Complex. Accordingly,
the Debtors negotiated the terms of the debtor in possession financing with
certain Pre-petition Lenders before the Petition Date. On May 30, 2008, the
Debtors filed their motion for approval of post-petition financing (the “Original
DIP Financing Motion”) seeking entry of an order, among other things: 


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 authorizing
 the Debtors to obtain post-petition financing with secured, super-priority
 status pursuant to sections 105, 361, 362, 364(c)(1), 364(c)(2), 364(c)(3),
 364(d)(1), 364(e) and 503(b) of the Bankruptcy Code; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 authorizing
 the Debtors to use cash collateral;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 providing
 the Debtors’ Pre-petition Lenders with adequate protection pursuant to
 sections 361,362, 363 and 364 of the Bankruptcy Code to compensate them for
 any diminished value in their pre-petition position caused by the Debtors’
 use of cash collateral and the liens and protections granted to the DIP
 Lenders;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 modifying
 the automatic stay pursuant to section 364(d) of the Bankruptcy Code; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 giving
 notice of a final hearing pursuant to Bankruptcy Rule 4001(b)(2) and (c)(2).

 



[Docket No
29.]


          The
terms of the Debtors’ original DIP financing facility are set forth in the
Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated as of
June 9, 2008 between Greektown Holdings, L.L.C. and Greektown Holdings II, Inc.
as Borrowers (collectively, the “Borrowers”), Greektown Casino, LL.C,
Trappers GC Partner, L.L.C, Contract Builders Corporation and Realty Equity
Company, Inc. as Guarantors (collectively, the “Guarantors”), various
financial institutions as Lenders, Merrill Lynch Capital Corporation as
Administrative Agent, Wachovia Bank, National Association, as the Issuer,
Merrill Lynch, Pierce, Fenner & Smith Incorporated as Co-Lead Arranger and
Joint Book Runner, Wachovia Capital Markets, LLC as Co-Lead Arranger and Joint
Book Runner, and Wachovia Capital Markets, LLC, as Syndication Agent
(collectively, the “Original Post-petition Lenders”) (as amended, the “Original
DIP Credit Agreement”). While not all of the Debtors’ Pre-petition Lenders
elected to participate as Original Post-petition Lenders, none objected to the
Original DP Financing Motion. 


29






          Under
the terms of the Original DIP Credit Agreement the Original Post-petition
Lenders agreed to provide Debtors with financing in an aggregate amount not to
exceed $150 million, consisting of (x) term loans in an amount not to exceed
$135 million intended to fund construction costs associated with the Debtors’
hotel and (y) revolving loans in an amount not to exceed $15 million intended
to fund both operating and construction costs. Under the Original DIP Credit
Agreement the Borrowers and Guarantors agreed to various covenants customary
for credit facilities of this size and type, including financial covenants.


          On
June 4, 2008, the Bankruptcy Court entered an interim order approving the
Original DIP Financing Motion, but limited the aggregate amount permitted to be
borrowed by the Debtors to $51.3 million before a final hearing (the “Original
Interim DIP Financing Order”) [Docket No. 74]. On June 5, 2008, the MGCB
approved the financing authorized by the Original Interim DIP Financing Order.
Subsequently, on June 26, 2008, the Bankruptcy Court entered a final order
approving the Original DIP Financing Motion (the “Original Final DIP
Financing Order”) [Docket No. 175]. The financing authorized by the
Original Final DIP Financing Order approved by the MGCB on June 27, 2008.


          After
entry of the Original Final DIP Financing Order, the Original DIP Credit Agreement
was amended on six occasions to, among other things, modify the procedures for
obtaining advances under the term loan facility, require designation of a new
Chief Executive Officer and selection of a management consultant, accommodate
the Debtors’ acquisition of certain gaming machines, permit the granting of a
Lien to secure insurance premiums, and provide for various waivers by the
Original Post-petition Lenders of defaults occurring under the Original DIP
Credit Agreement. While Bankruptcy Court approval was not required for these
amendments, the MGCB’s approval was required and obtained.


          The
financing provided by the Original DIP Credit Agreement was not itself
sufficient to fund completion of the Debtors’ Expanded Complex. The Debtors intended
to invest excess cash projected to be generated from operations to fund these
additional amounts. But the general economic recession has significantly
impacted the gaming industry, and the Debtors’ operations did not generate
sufficient cash to permit funding of the construction project shortfall. As a
result, the Debtors and certain of the Original Post-petition Lenders
negotiated an expansion of the initial post-petition DIP facility. On January
29, 2009, the Debtors filed their motion for approval of additional
post-petition financing (the “Restated DIP Financing Motion”) seeking
entry of orders comparable to the Original Interim DIP Financing Order and
Original Final DIP Financing Order authorizing this additional financing
[Docket No. 813]. 


          The
terms of this additional financing are set forth in an Amended and Restated
Senior Secured Superpriority Debtor-in-Possession Credit Agreement dated as of
February 20, 2009 between Borrowers, Guarantors, various financial institutions
as Lenders, Merrill Lynch Capital Corporation as Administrative Agent, Wachovia
Bank, National Association, as the Issuer, Merrill Lynch, Pierce, Fenner &
Smith Incorporated as the Lead Arranger, and Merrill Lynch Capital Corporation
and Wells Fargo Foothill, Inc. as Co-Managers (as defined in the Plan, the “Additional
Post-petition Lenders” and together with the Original Post-petition
Lenders, as defined in the Plan, the “DIP Lenders”) (as amended, as
defined in the Plan, the “DIP Credit Agreement”). While not all of the
Original Post-Petition Lenders elected to participate as 


30






Additional
Post-Petition Lenders, neither the non-participating Original Post-Petition
Lenders nor any of Debtors’ Pre-petition Lenders objected to the Restated DIP
Financing Motion.


          Under
the terms of the DIP Credit Agreement, the Additional Post-petition Lenders
agreed to provide the Debtors with financing in an aggregate amount not to
exceed $46 million, consisting of (x) term loans in an amount not to exceed $26
million intended to fund construction costs associated with the Debtors’ hotel
and (y) term loans in an amount not to exceed $20 million intended to fund both
operating and construction costs. As with the Original DIP Credit Agreement,
under the DIP Credit Agreement the Borrowers and Guarantors agreed to various
covenants customary for credit facilities of this size and type, including
financial covenants.


          On
February 4, 2009 the Bankruptcy Court entered an interim order approving the
Restated DIP Financing Motion but limited the aggregate amount permitted to be
borrowed by the Debtors to $22.5 million before a final hearing (the “Restated
Interim DIP Financing Order”) [Docket No. 833]. On February 10, 2009, the
MGCB approved the financing authorized by the Restated Interim DIP Financing
Order. Subsequently, on March 4, 2009, the Bankruptcy Court entered a final
order approving the Restated DIP Financing Motion (the “Restated Final DIP
Financing Order”) [Docket No. 892]. The financing authorized by the
Restated Final DIP Financing Order was subsequently approved by the MGCB on
March 10, 2009. 


          After
entry of the Restated Final DIP Financing Order, the DIP Credit Agreement was
amended once to, among other things, permit Debtors to grant a purchase money
security interest in certain gaming equipment and provide for waivers by the
Original Post-petition Lenders and the Additional Post-petition Lenders of
defaults occurring under the DIP Credit Agreement. Pursuant to the Restated
Final DIP Financing Order, Bankruptcy Court approval was not required for this
amendment. However, the MGCB has approved of this amendment. 


	
  

 	
  

 
	
 D.

 	
 Unsecured Creditors 

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Creditors’ Committee Appointment 

 



          On
June 6, 2008, the United States Trustee appointed the Creditors’ Committee
under section 1102 of the Bankruptcy Code. The members of the Creditors’
Committee include the following: (a) Lac Vieux Desert Band of Lake Superior
Chippewa Indians; (b) International Game Technology; (c) Deutsche Bank Trust
Company Americas; (d) Arthur Blackwell; (e) International Union, UAW; (f) The
Berline Group; and (g) NRT Technology Corporation.

          The Creditors’ Committee
retained Clark Hill, PLC as its counsel. On July 3, 2008, the Bankruptcy Court
entered a Final Order approving the retention of Clark Hill, PLC as counsel to
the Creditors’ Committee and certain other financial consultants to the
Creditors’ Committee [Docket No. 195], Since its formation, the Creditors’
Committee has played an active and important role in the Chapter 11 Cases. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Meeting of Creditors 

 



          The
meeting of creditors under Bankruptcy Code section 341 was held on July 2, 2008
at 211 West Fort Street, Room 315E, Detroit, Michigan 48226. In accordance with
Bankruptcy Rule 9001(5) (which requires, at a minimum, that one representative
of the Debtors appear at such meeting of creditors for the purpose of being
examined under oath by a representative of the 


31






United States
Trustee and by any attending parties in interest), Craig Ghelfi, Cliff Vallier,
and Jason Pasko, along with their financial advisors Charles Moore and Kevin
Berry, and their counsel, attended the meeting and answered questions posed by
the United States Trustee and other parties in interest present. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 The Construction Project 

 



          After
the Petition Date, construction of the Expanded Complex continued
expeditiously, such that all major components were completed within internal
timelines and have been open for business since February 15, 2009. Only a few
punch-list work items and ancillary incidental construction work items remain
to be completed, and work is continuing on such items. The Debtors expect all
such work to be fully completed expeditiously (with the exception of the Events
Center, which is complete on a core-and-shell basis). Jenkins/Skanska has,
however, filed a Lien against the project for amounts earned but not yet due.
In addition, on June 2, 2008, Jenkins/Skanska sent a letter to Greektown
requesting reimbursement of $507,316 for attorneys fees and costs incurred by
Jenkins/Skanska in connection with the Chapter 11 Cases. Jenkins/Skanska claims
it is entitled to reimbursement of this amount under the GC Agreement.
Greektown disputes this claim and has denied the request for payment. 


	
  

 	
  

 
	
 E.

 	
 Regulatory Issues 

 



          MGCB.



          As
described in more detail in Section II.C. above, the MGCB has the right under
Michigan law to force a sale of Greektown if it fails to satisfy certain
financial covenants. In 2007, after Greektown fell out of compliance with such
a covenant, the MGCB denied Greektown a limited waiver and demanded that
Greektown “show cause” as to why the MGCB should not invoke the sale process.
Greektown filed for bankruptcy just before the show-cause hearing. The MGCB
nonetheless conducted the hearing, and while it held its rights in abeyance,
the MGCB maintains that it has authority to invoke the Sale Transaction Process
despite the bankruptcy filing. Greektown maintains that the bankruptcy stays
the Sale Transaction Process.


          City
of Detroit.


          Greektown
has been involved in a number of disputes concerning regulatory matters with
the City of Detroit, which are subject to a pending Settlement Motion not
effective for the purposes of the Plan. For further description of the disputes
and the City Settlement, please see Section II.C., above. 


          Litigation.



          As
noted in Section II.D., above, Greektown is required to make annual $1 million
payments (inclusive of interest) until 2031 under a settlement agreement
arising out of a lawsuit challenging the Greektown’s constitutional status. In
addition, as detailed above in Section II.C., the Debtors are party to the
dispute over the assumption of the Development Agreement, and the City of
Detroit’s appeal of the Bankruptcy Court’s decision allowing its assumption.
Should this appeal be decided in the City of Detroit’s favor, the possibility
exists that the Debtors would not be allowed to assume the Development
Agreement and therefore be ineligible to operate the 


32






casino. The
Debtors have entered into the City Settlement, which will resolve the dispute
between the Debtors and the City of Detroit should the Settlement Motion be
approved and all conditions precedent met. 


          The
Noteholder Plan Proponents have had discussions with the City of Detroit and
intend to enter into negotiations with the City of Detroit to reach a similar
settlement. However, the City Settlement is only effective under the
Debtor/Lender Plan and does not apply to the Plan described herein. There is no
guarantee that the Noteholder Plan Proponents will reach a settlement with the
City of Detroit. 


          The
Debtors are also parties to various other legal and governmental proceedings
arising in the ordinary course of business. 


	
  

 	
  

 
	
 F.

 	
 Insider Transactions 

 



          Under
the provisions of Greektown’s internal control system, expenditures to any one
related party in excess of $50,000 annually must be approved by Greektown’s
management board. Quarterly and annual updates are provided to the board for
its continuing oversight. The Board seeks to ensure that Greektown’s
involvement is on terms comparable to those that could be obtained in an arm’s
length transaction with an unrelated third party and is in its best interest.


          Further,
Greektown has a related-person policy regarding vendor relationships with
Greektown. Specifically, employees are permitted to engage in business with
Greektown in an annual amount of $25,000 or less and the terms of such
transaction must be approved by Greektown’s management board, who determines if
such proposed transaction would constitute a conflict of interest. Employees
are required to be forthcoming regarding all relationships with vendors,
purchasers, and competitors. The approval process requires that a formal
business proposal be submitted and proposal bids for comparison must be
pursued.


          Any
third-party vendor or supplier to Greektown is subject to the licensure
requirements of the MGCB, unless deemed exempt. The MGCB generally does not
review the substance of the contracts, but the MGCB has the right to conduct an
investigation for many reasons, including if it believes a proper bid process
was not conducted, the contract is commercially unreasonable, or the contract
is related to an improper subject matter. The MGCB may impose disciplinary
measures against Greektown in respect of such investigation.


          Greektown
has entered into certain related party transactions and is currently a party to
the following related party transactions: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Agreement
 with the Atheneum Hotel Corporation, which is owned by Ted Gatzaraos, a
 minority equity holder in Monroe, to provide complimentary hotel services to
 Greektown patrons; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Agreement
 with International Marketplace Inc. (d/b/a Fishbone’s Restaurant), which is
 owned by Ted Gatzaros, to provide complimentary food services to Greektown
 patrons; 

 


33










	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Agreement
 with 400 Monroe Associates, which is owned by Ted Gaztaros, to provide
 walkway maintenance services; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Agreement
 with Warehouse Associates, IXC, which is owned by Jason Pasko, Senior
 Director of Finances and Accounting for Greektown and William Williams, Vice
 President of Guest Services for Greektown, to provide storage services; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Agreement
 with New Millennium Advisor, which is owned by Marvin Beatty, a minority
 owner of Monroe and the Chief Community Officer of Greektown, to provide
 uniforms for Greektown employees; 

 






	
  

 	
  

 
	
 G.

 	
 Retention of Investment Banker and Exploration of Sale Options 

 



          The
Debtors retained Moelis as their investment banker on October 8, 2008 to pursue
a restructuring transaction, sale transaction, and/or capital transaction. In
accordance with the exclusivity settlement agreement filed on September 26,2008
[Docket No. 469], Moelis began to pursue a sale transaction pursuant to the
milestones set forth therein. After further review and subsequent discussions
with the potential acquirers, it was determined that the bids were at levels
that were not satisfactory to the Debtors’ Secured Lenders. This information
was communicated to the potential acquirers and Stipulating Parties in late
April 2009. 


	
  

 	
  

 
	
 H.

 	
 Retention of The Fine Point Group 

 



          On January 8,
2009, the Bankruptcy Court entered an order approving the Debtors’ retention of
The Fine Point Group as gaming consultants pursuant to Bankruptcy Code section
327(a) [Docket No. 767]. After obtaining regulatory approval, The Fine Point
Group’s managing director, Randall A. Fine, was appointed Chief Executive
Officer of Greektown. 


	
  

 	
  

 
	
 I.

 	
 Claims Process and Bar Dates 

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Pre-petition Claims 

 



          On
August 25, 2008, the Bankruptcy Court entered an Order Establishing a Bar Date
For Filing Proofs of Claim and Approving the Manner and Notice Thereof, setting
November 30, 2008 at 8:00 p.m. Eastern time as the Bar Date for
non-governmental pre-petition Claims and for Claims asserted under Bankruptcy
Code section 503(b)(9) [Docket No. 320]. In accordance with the order, written
notice of the Claims Bar Date was mailed to, among others, all Claim Holders
listed on the Schedules. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Administrative Claims 

 



          The
Administrative Claims Bar Date, as set forth in Section 1.2.2 of the Plan, will
be 45 days after the Effective Date, unless otherwise ordered by the Bankruptcy
Court. 


	
  

 	
  

 
	
 J.

 	
 Pending and Contemplated Litigation and Other Contested Matters 

 



          The
Debtors are, from time to time, during the ordinary course of operating their
businesses, subject to various litigation claims and legal disputes, including
contract, lease, employment, and regulatory claims as well as claims made by
visitors to the Debtors’ property. 


34






In addition,
as detailed above in Section II.C., the Debtors are party to the dispute over
the assumption of the Development Agreement, and the City of Detroit’s appeal
of the Bankruptcy Court’s decision allowing its assumption. Should this appeal
be decided in the City of Detroit’s favor, the possibility exists that the
Debtors would not be allowed to assume the Development Agreement and therefore
be ineligible to operate the casino. The Debtors have entered into the City
Settlement, which will resolve the dispute between the Debtors and the City of
Detroit should the Settlement Motion be approved and all conditions precedent
met. 


          The
Noteholder Plan Proponents have had discussions with the City of Detroit and
intend to enter into negotiations with the City of Detroit to reach a similar
settlement. However, the City Settlement is only effective under the
Debtor/Lender Plan and does not apply to the Plan described herein. There is no
guarantee that the Noteholder Plan Proponents will reach a settlement with the
City of Detroit. 


          In
connection with the matters covered in Section II.C. of this Disclosure
Statement, the City of Detroit has taken the position that Greektown has failed
to construct the theater component of the casino complex as required under the
Development Agreement, and that such alleged failure is a zoning violation
which, if not cured, could subject the casino to closure. The Debtors maintain
that they have in fact fulfilled the requirement of a theater component to the
casino complex, and therefore no such zoning violation exists and no such cure
is necessary; and further, that under the City of Detroit’s zoning and
permitting ordinances, even if a cure was necessary Greektown could effect such
cure without any significant risk of a closure.


          Certain
litigation claims may not be covered entirely or at all by the Debtors’
insurance policies or their insurance carriers may deny such coverage. In
addition, litigation claims can be expensive to defend and may divert the
Debtors’ attention from the operations of their businesses. Further, litigation
involving visitors to the Debtors’ properties, even if without merit, can
attract adverse media attention. As a result, litigation can have a material
adverse effect on the Debtors’ businesses and, because the Debtors cannot
predict the outcome of any action, it is possible that adverse judgments or
settlements could significantly reduce their earnings or result in losses. 


          With
certain exceptions, the filing of the Chapter 11 Cases operated as a stay of
commencement or continuation of litigation against the Debtors that was or
could have been brought before the commencement of the Chapter 11 Cases. In
addition, with respect to the litigation stayed by the commencement of the
Chapter 11 Cases, the Debtors’ liability is subject to discharge in connection
with the Confirmation of a Plan, with certain exceptions. Therefore, certain
litigation claims against the Debtors may be subject to compromise in
connection with the Chapter 11 Cases. This may reduce the Debtors’ exposure to
losses in connection with the adverse determination of such litigation. 


	
  

 	
  

 
	
 K.

 	
 Exclusivity 

 



          Under
Bankruptcy Code section 1121, a debtor has the exclusive right to file and
solicit acceptance of a plan of reorganization for a 120-day period from its
petition date. If the debtor files a plan within this exclusive period, then it
has the exclusive right for 180 days from the petition date to solicit plan
acceptances. During these exclusive periods, no other party in interest 


35








	
  

 	
  

 
	
 may file a
 competing plan. A court may extend these periods upon request of a party in
 interest and “for cause”. 

 
	
  

 	
  

 
	
           The
 Debtors obtained two extensions of the exclusivity period from the Bankruptcy
 Court. The first, by stipulated order entered on August 27, 2008 [Docket No.
 327], extended the exclusivity period through December 15, 2008. The second,
 entered by stipulated order on December 4, 2008 [Docket No. 650], extended
 the exclusivity period through February 1, 2009. The second extension,
 however, granted the Stipulating Parties, as defined therein, only the
 collective co-exclusive right to file a plan. That extension expired without
 a plan having been submitted. The Debtors’ exclusivity period has therefore
 expired.

 
	
  

 	
  

 
	
 L.

 	
 The Debtor/Lender Plan and Solicitation 

 
	
  

 	
  

 
	
           On
 June 1, 2009, the Debtors submitted to the Bankruptcy Court the Joint Plans
 of Reorganization and the Disclosure Statement for the Joint Plans of
 Reorganization. The Debtors twice amended their plan and disclosure
 statement, submitting the Second Amended Disclosure Statement for the Joint
 Plans of Reorganization (the “Debtor/Lender Disclosure Statement”) and
 the Second Amended Joint Plans of Reorganization (as thereafter amended, the
 “Debtor/Lender Plan”) for Bankruptcy Court Approval on August 26,
 2009. Simultaneously therewith, the Debtors filed the Debtors Motion for an
 Order (I) Approving the Solicitation and Notice Procedures, (II) Approving
 the Voting and Tabulation Procedures, and (III) Scheduling a Hearing to
 Consider Confirmation of the Joint Plans of Reorganization (the “Debtor/Lender
 Solicitation Motion”). On September 3, 2009, the Bankruptcy Court
 approved the Debtor/Lender Disclosure Statement and the Debtors’ Solicitation
 Motion, allowing the Debtors to solicit votes on the Debtor/Lender Plan and
 setting the deadline for voting to approve or reject the Debtor/Lender Plan
 as October 8, 2009 at 7:00 p.m. 

 
	
  

 	
  

 
	
           Only
 one class of Claims or Interests, the Pre-petition Lenders, voted to accept
 the Debtor/Lender Plan. The Court scheduled a hearing on confirmation of the
 Debtor/Lender Plan for November 3, 2009. A number of objections were
 interposed to certain provisions of the Debtor/Lender Plan including a joint
 objection filed by the Committee, the Indenture Trustee, and MFC Global
 Investment Management (U.S.), LLC. As more fully discussed in Section III.O,
 below, the hearing on confirmation of the Debtor/Lender Plan has been
 continued. 

 
	
  

 	
  

 
	
 M.

 	
 The Purchase and Put Agreement 

 
	
  

 	
  

 
	
           On
 November 2, 2009, John Hancock Strategic Income Fund, John Hancock Trust
 Strategic Income Trust, John Hancock Funds II Strategic Income Fund, John
 Hancock High Yield Fund, John Hancock Trust High Income Trust, John Hancock
 Funds II High Income Fund, John Hancock Bond Fund, John Hancock Income
 Securities, John Hancock Investors Trust, John Hancock Funds III Leveraged
 Companies Fund, John Hancock Funds II Active Bond Fund, John Hancock Funds
 Trust Active Bond Trust, Manulife Global Fund U.S. Bond Fund, Manulife Global
 Fund U.S. High Yield Fund, Manulife Global Fund Strategic Income, MIL
 Strategic Income Fund, Oppenheimer Champion Income Fund, Oppenheimer
 Strategic Income Fund, Oppenheimer Strategic Bond Fund / VA, Oppenheimer High
 Income Fund / VA and ING Oppenheimer Strategic Income Portfolio, Brigade
 Capital Management, Sola Ltd, and Solus Core Opportunities Master Fund Ltd
 (the “Put Parties”) executed an agreement to provide certain 

 


36










	
  

 	
  

 
	
 amounts of
 new capital to the Debtors in connection with a new restructuring plan (the “Purchase
 and Put Agreement”) on the terms and subject to the conditions set forth
 therein. Attached to the Purchase and Put Agreement was a term sheet setting
 forth material terms to be included in the Plan and describing the various
 transactions contemplated thereunder as otherwise encompassed in the Plan and
 this Disclosure Statement. In addition, the Put Parties have committed to
 purchase $150,000,000 of DIP financing, if necessary. The Purchase and Put
 Agreement is attached to the Plan as Exhibit 2. 

 
	
  

 	
  

 
	
           On
 November 2, 2009, the Put Parties, as Noteholder Plan Proponents, submitted
 the first iteration of their plan of reorganization for the Debtors to the
 Bankruptcy Court.

 
	
  

 	
  

 
	
 N.

 	
 The Letter Agreement 

 
	
  

 	
  

 
	
           On
 November 13, 2009, the Put Parties, and a group of pre-petition lenders
 holding an aggregate amount of $98.7 million in principal amount of
 Pre-petition Credit Agreement Claims (the “Ad Hoc Lender Group”),
 entered into a letter agreement (the “Letter Agreement”), pursuant to
 which the Ad Hoc Lender Group agreed to, among other things, actively assist
 the Put Parties in achieving confirmation of the Plan and obtaining all
 necessary or appropriate regulatory approvals until the occurrence of a
 Milestone Event (as defined below), participate in up to 65% of any new DIP
 financing, if necessary, offered by the Put Parties or, in the event the Ad
 Hoc Lender Group provides additional DIP financing, to allow the Put Parties
 to participate in up to 35% of such financing, and to adjourn, and to direct
 the Pre-petition Agent to adjourn, the hearing on confirmation of the
 Debtor’s plan until the earlier of the occurrence of a Milestone Event and
 the termination of the Letter Agreement. The Letter Agreement is attached to
 the Plan as Exhibit 1.

 
	
  

 	
  

 
	
           A
 Milestone Event is defined in the Letter Agreement as (i) the failure of the
 Plan to be confirmed on or prior to January 31, 2010 (or, in the event that a
 third party files a competing plan of reorganization with respect to any of
 the Cases, March 31, 2010) or (ii) the failure of the Effective Date of the
 Plan to occur on or before June 30, 2010; and in the case of either (i) or
 (ii) such Milestone Failure Event is not directly caused by any action or
 inaction on the part of any member of the Ad Hoc Lender Group. Under the
 Letter Agreement, a Milestone Event may be waived by the Holders of the
 majority in principal amount of the outstanding Pre-petition Credit Agreement
 Claims.

 
	
  

 	
  

 
	
 O.

 	
 The Stipulation 

 
	
  

 	
  

 
	
           After
 the Put Parties submitted the first iteration of the Plan to the Court, they
 entered into negotiations with the Debtors, the Committee, the Indenture
 Trustee, the Pre-petition Agent, and the Ad Hoc Lender Group to reach a
 consensual resolution as to how to proceed with the confirmation proceedings
 with respect to the Noteholder Plan and the Debtor/Lender Plan. By
 stipulation dated and entered on November 20, 2009 (the “Stipulation”),
 the Put Parties agreed to certain modifications to the Plan, including an
 increased recovery to Holders of Claims in the General Unsecured Classes and
 the creation of the Litigation Trust, in exchange for the Indenture Trustee’s
 and the Committee’s support as Noteholder Plan Proponents of the Plan.
 Additionally, the Debtors and the Pre-petition Agent, among others, agreed to
 support the Noteholder Plan Proponents in achieving confirmation and
 consummation of the Plan and in obtaining all 

 


37










	
  

 	
  

 
	
 necessary
 regulatory approvals in connection therewith. As a condition of the Debtors’
 and the Pre-petition Agent’s support for the Plan, the Noteholder Plan
 Proponents have agreed that if Confirmation of the Plan does not occur by
 January 31, 2010, or March 31, 2010 if a third party files a competing plan
 of reorganization for the Debtors, or if the Effective Date of the Plan does
 not occur by June 30, 2010, then the Debtors may seek expedited confirmation
 of the Debtor/Lender Plan and the Put Parties will not object thereto or vote
 against the Debtor/Lender Plan. The Stipulation is attached to the Plan as
 Exhibit 3. 

 
	
  

 	
  

 
	
 IV.

 	
 SUMMARY OF SIGNIFICANT TRANSACTIONS CONTEMPLATED UNDER THE PLAN AND
 DESCRIPTION OF POST-CONFIRMATION CAPITAL STRUCTURE

 
	
  

 	
  

 
	
 A.

 	
 New Revolving Credit Facility 

 
	
  

 	
  

 
	
           On
 or prior to the Effective Date, Newco will enter into the New Revolving
 Credit Facility pursuant to which $30,000,000 will be made available to Newco
 on a revolving basis to use as working capital pursuant to the terms
 contained therein. The New Revolving Credit Facility will be secured on a
 first priority basis by substantially all of the assets of Newco and
 guaranteed by the Reorganized Debtors and their subsidiaries. In addition,
 approval of the MGCB will be required for changes to existing credit
 facilities or the entry into new revolving lines of credit or other credit
 facilities by Reorganized Greektown or Newco. 

 
	
  

 	
  

 
	
 B.

 	
 New Senior Secured Notes 

 
	
  

 	
  

 
	
           On
 or prior to the Effective Date, Newco will issue New Senior Secured Notes in
 the aggregate principal amount of approximately $385,000,000 on terms and
 conditions provided in the Letter Agreement or, under certain circumstances
 set forth in the Plan, similar terms, which terms and conditions shall be
 acceptable to Reorganized Greektown, the Noteholder Plan Proponents and, to
 the extent required under the terms of the Letter Agreement, the Ad Hoc
 Lender Group. 

 
	
  

 	
  

 
	
           Pursuant
 to the Letter Agreement described above, the Put Parties and the Ad Hoc
 Lender Group have agreed subject to the terms and conditions contained
 therein to purchase the full issuance of New Senior Secured Notes. The terms
 of the proposed New Senior Secured Notes are contained in Exhibit A to the
 Letter Agreement attached to the Plan as Exhibit 1. The proceeds from the
 sale of New Senior Secured Notes will be utilized, among other things, to
 fund certain Cash distributions made under the Plan. In addition, approval of
 the MGCB will be required for changes to existing credit facilities or the
 entry into new revolving lines of credit or other credit facilities by
 Reorganized Greektown or Newco. 

 
	
  

 	
  

 
	
 C.

 	
 New Preferred Stock and Rights Offering Warrants 

 
	
  

 	
  

 
	
           At
 the end of the day on the Effective Date, Newco shall authorize not less than
 2,333,333 shares of New Preferred Stock. Pursuant to an election to be made
 in conjunction with voting on the Plan, the Holders of Allowed Bond Claims
 shall have the right to purchase their Pro Rata share of Rights Offering
 Securities (the “Rights Offering”) at a purchase price of $100 per
 security (the “Subscription Purchase Price”). Holders of Allowed Bond
 Claims that participate in the Rights Offering will receive on the effective
 date of the Plan their pro rata share of One Million Eight Hundred Fifty
 Thousand (1,850,000) Rights Offering Securities to be 

 


38










	
  

 	
  

 
	
 issued by
 Newco consisting of (i) shares of New Preferred Stock; (ii) Reduced Vote
 Rights Offering Shares, which are shares of New Preferred Stock with reduced
 voting rights; (iii) Rights Offering Warrants; and/or (iv) Reduced Votes
 Rights Offering Warrants in the manner described below. 

 
	
  

 	
  

 
	
           In
 accordance with the Purchase and Put Agreement, the Put Parties have
 committed to purchase at the Preferred Rights Offering Price the aggregate
 principal amount of Rights Offering Securities, not otherwise subscribed for
 in the Rights Offering. In exchange for entering into the Purchase and Put
 Agreement, the Put Parties shall receive a put premium in the aggregate equal
 to (i) Ten Million Dollars ($10,000,000) and (ii) Two Hundred Twenty Two
 Thousand Two Hundred Twenty Two (222,222) Rights Offering Securities;
 provided, however, that the Put Parties have reserved the right to accept an
 additional One Hundred Thousand One Hundred Eleven (111,111) Rights Offering
 Securities in lieu of the Cash payment. 

 
	
  

 	
  

 
	
           In
 addition, under the Purchase and Put Agreement, certain of the Put Parties
 will purchase 150,000 Rights Offering Securities at the Subscription Purchase
 Price. 

 
	
  

 	
  

 
	
           The
 Gaming Act requires individuals and entities requesting permission to hold
 certain percentages of equity interests in a casino licensee to demonstrate
 their eligibility and suitability under the Gaming Act’s licensing standards.
 The MGCB requires these applicants to undergo an extensive application and
 disclosure process pursuant to which an investigation is conducted and a
 decision is made by the MGCB. Generally, and assuming Newco becomes a
 reporting issuer under the Securities Exchange Act of 1934, as amended, the
 Gaming Act and rules establish a 5% ownership threshold for most individuals
 and entities and a 15% ownership threshold for Institutional Investors that
 have received waivers of the Gaming Act’s eligibility and suitability
 requirements. Therefore, the Plan provides that the Put Parties and Holders
 of Allowed Bond Claims who participate in the Rights Offering, but do not
 provide certain documentation described below, will receive, as their Rights
 Offering Securities, Rights Offering Shares representing no more than 4.9% of
 the Total Equity Shares of Newco and the remainder of their purchased Rights
 Offering Securities in Rights Offering Warrants. Put Parties and Holders of
 Allowed Bond Claims who participate in the Rights Offering may receive all of
 their Rights Offering Securities in Rights Offering Shares if, within fifteen
 (15) days prior to the Effective Date, such parties provide documentation in
 the manner described and within the time required in the Effective Date
 Notice that they are MGCB Qualified. Put Parties and Holders of Allowed Bond
 Claims who participate in the Rights Offering and who are not MGCB Qualified
 may receive Rights Offering Shares representing up to 14.9% of the Total
 Equity Shares of Newco if such parties provide documentation in the manner
 described and within the time required in the Effective Date Notice that they
 have received Institutional Investor waivers within the meaning of the Gaming
 Act and related rules. 

 
	
  

 	
  

 
	
           For
 certain tax reasons, the Plan also provides the option for Holders of Allowed
 Bond Claims and the Put Parties who participate in the Rights Offering to
 elect to receive a maximum of 9.9% of the total combined voting power of all
 classes of stock of Newco entitled to vote. Holders of Allowed Bond Claims
 who wish to participate in the Rights Offering should consult their own tax advisors
 regarding their selection. 

 


39










	
  

 	
  

 
	
 D.

 	
 New Common Stock 

 
	
  

 	
  

 
	
           At
 the end of the day on the Effective Date, Reorganized Holdings shall
 authorize sufficient shares of New Membership Interests to effectuate the
 transactions described in the Plan and Newco shall authorize up to 5,000,000
 shares of New Common Stock. Newco will issue, on a Pro Rata basis, 140,000
 shares of New Common Stock to the Holders of Bond Claims against Holdings and
 Holdings II in the manner described in Section V.B. below. 

 
	
  

 	
  

 
	
 E.

 	
 Litigation Trust 

 
	
  

 	
  

 
	
           As
 described in greater detail below in Section V and in Article IV of the Plan,
 on the effective date, all outstanding Avoidance Claims of the Debtors will
 be placed into a Litigation Trust. Avoidance Claims of Holdings, including
 Bond Avoidance Action Claims that have not been settled or waived by the
 Debtors prior to the Effective Date (which the Debtors will have authority to
 settle or waive, solely at the express written direction of the Noteholder
 Plan Proponents, and the proceeds of any settlement of such Bond Avoidance
 Action Claims shall remain in the Estate and be transferred to and vest in
 Reorganized Casino on the Effective Date), will be placed into the Litigation
 Trust for the benefit of General Unsecured Creditors of Holdings (other than
 any deficiency claims of the Pre-petition Lenders) and holders of Bond
 Claims, provided that 10% of the net proceeds of any recoveries (after the
 re-payment of the Litigation Trust Loan and interest) from the Avoidance
 Claims of Holdings will be payable to the General Unsecured Creditors of
 Casino. Avoidance Action Claims of Debtors other than Holdings will be
 transferred to the Litigation Trust for benefit of all General Unsecured
 Creditors to be used solely for Claims reduction, setoff or defensive
 purposes. 

 
	
  

 
	
           The
 Litigation Trust will have authority and standing to, among other things, (i)
 monitor distributions to General Unsecured Creditors under the Noteholder
 Plan and (ii) perform the General Unsecured Creditors claims reconciliation
 process.

 
	
  

 	
  

 
	
  

 	
           V.
 SUMMARY OF THE JOINT PLAN OF REORGANIZATION

 
	
  

 	
  

 
	
           The
 following Sections summarize certain key information in the Plan. This
 summary refers to, and is qualified in its entirety by, reference to the
 Plan. The Plan’s terms will govern any inconsistencies between this summary
 and the Plan. 

 
	
  

 	
  

 
	
 A.

 	
 Purpose and Effect of the Plan 

 
	
  

 	
  

 
	
           The
 Noteholder Plan Proponents believe that the Debtors’ businesses and assets
 have significant value that would not be realized in a liquidation, either in
 whole or in substantial part. Consistent with the Liquidation Analysis
 described in this Disclosure Statement and other analyses prepared by the
 Noteholder Plan Proponents and their professionals, the value of the Debtors’
 Estates would be considerably greater if the Debtors continue to operate as a
 going concern instead of liquidating. 

 
	
  

 	
  

 
	
 B.

 	
 Classification and Treatment of Claims and Interests 

 
	
  

 	
  

 
	
           The
 Plan divides all Claims and Interests, except Administrative Claims, Priority
 Tax Claims, and other Priority Claims, into various Classes. The projected
 recoveries are based upon 

 


40










	
  

 	
  

 
	
 certain
 assumptions contained in the Valuation Analysis prepared by the Noteholder
 Plan Proponents and their advisors. The assumed reorganization value of
 Newco’s equity was derived from commonly accepted valuation techniques and is
 not an estimate of trading value for such securities. The range of recoveries
 listed at page xii, et seq., above are based on various
 assumptions, including assumptions regarding the total amount of Allowed
 General Unsecured Claims and assumptions concerning the value of Reorganized
 Greektown. 

 
	
  

 	
  

 
	
           The
 Classes of Claims and Interests listed below classify Claims and Interests
 for all purposes, including voting, confirmation, and distribution pursuant
 to this Disclosure Statement and to Bankruptcy Code sections 1122 and
 1123(a)(1). The Plan deems a Claim or Interest to be classified in a
 particular Class only to the extent that the Claim or Interest qualifies
 within the description of that Class and shall be deemed classified in a
 different Class to the extent that any remainder of such Claim or interest
 qualifies within the description of such different Class. A Claim or Interest
 is in a particular class only to the extent that any such Claim or Interest
 is Allowed in that Class and has not been paid or otherwise settled before
 the Effective Date. 

 
	
  

 	
  

 
	
           The
 following table summarizes the classes of Claims and Interests that have been
 identified: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Class

 	
  

 	
 Claim

 	
  

 	
 Status

 	
  

 	
 Voting Rights

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 1

 	
  

 	
 Pre-petition Lenders’
 Claims Against Holdings

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 2

 	
  

 	
 Other Allowed Secured
 Claims Against Holdings

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 3

 	
  

 	
 Bond Claims Against
 Holdings

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 4

 	
  

 	
 General Unsecured Claims
 Against Holdings

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 5

 	
  

 	
 Intercompany Claims
 Against Holdings

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
 6

 	
  

 	
 Interests in Holdings

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Reject

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7

 	
  

 	
 Pre-petition Lenders’
 Claims Against Casino

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 8

 	
  

 	
 Other Allowed Secured
 Claims Against Casino

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 9

 	
  

 	
 General Unsecured Claims
 Against Casino

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 10

 	
  

 	
 Intercompany Claims
 Against Casino

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
 Pre-petition Lenders’
 Claims Against Holdings II

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 12

 	
  

 	
 Other Allowed Secured
 Claims Against Holdings II

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 


41










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Class

 	
  

 	
 Claim

 	
  

 	
 Status

 	
  

 	
 Voting Rights

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 13

 	
  

 	
 Bond Claims Against
 Holdings II

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 14

 	
  

 	
 General Unsecured Claims
 Against Holdings II

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 15

 	
  

 	
 Intercompany Claims
 Against Holdings II

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16

 	
  

 	
 Pre-petition Lenders’
 Claims Against Builders

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 17

 	
  

 	
 Other Allowed Secured
 Claims Against Builders or

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
 the Builders Property

 	
  

 	
  

 	
  

 	
  

 
	
 18

 	
  

 	
 General Unsecured Claims
 Against Builders

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 19

 	
  

 	
 Intercompany Claims
 Against Builders

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20

 	
  

 	
 Pre-petition Lenders’
 Claims Against Realty

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 21

 	
  

 	
 Other Allowed Secured
 Claims Against Realty or

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
 the Realty Property

 	
  

 	
  

 	
  

 	
  

 
	
 22

 	
  

 	
 General Unsecured Claims
 Against Realty

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 23

 	
  

 	
 Intercompany Claims
 Against Realty

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24

 	
  

 	
 Pre-petition Lenders’
 Claims Against Trappers

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 25

 	
  

 	
 Other Allowed Secured
 Claims Against Trappers or

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
 the Trappers Property

 	
  

 	
  

 	
  

 	
  

 
	
 26

 	
  

 	
 General Unsecured Claims
 Against Trappers

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 27

 	
  

 	
 Intercompany Claims
 Against Trappers

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Unclassified Claims 

 
	
  

 	
  

 	
  

 
	
           Under
 section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Priority
 Tax Claims, and other Priority Claims have not been classified and are
 therefore excluded from the Classes of Claims and Interests set forth in Article
 III of the Plan. 

 


42










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Administrative Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Administrative
 Claims cover the costs and expenses of administering the Chapter 11 Cases,
 which are allowed under Bankruptcy Code sections 503(b), 507(b) or 1114(e)(2),
 and include: (a) the actual and necessary costs and expenses of preserving
 the Estates and operating the Debtors’ businesses (e.g., wages, salaries,
 commissions for services and payments for inventories, leased equipment, and
 premises); (b) compensation for legal, financial advisory, accounting and
 other services rendered after the Petition Date, and reimbursement of
 expenses incurred in connection with such services, awarded or allowed under
 Bankruptcy Code sections 330(a) or 331; (c) all fees and charges assessed
 against the Estates under 28 U.S.C. §§ 1911-30; and (d) the Restructuring
 Transaction closing costs. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Subject
 to the provisions of Article VIII of the Plan, on the latest of (a) the
 Effective Date (or as soon thereafter as is practicable); (b) the date an
 Administrative Claim becomes an Allowed Administrative Claim; or (c) the date
 when an Administrative Claim becomes payable pursuant to any agreement
 between a Debtor (or a Reorganized Debtor, Newco, or Newco Sub) and the Holder
 of such Administrative Claim, a Holder of an Allowed Administrative Claim
 shall receive, in full satisfaction, settlement, release, and discharge of,
 and in exchange for, such Allowed Administrative Claim, Cash equal to the
 unpaid portion of such Allowed Administrative Claim or such other less
 favorable treatment that the Debtors or Reorganized Greektown and the Holder
 of such Allowed Administrative Claim shall have agreed upon in writing; provided,
 however, that Administrative Claims incurred by the Debtors in the
 ordinary course of business during the Chapter 11 Cases or arising under
 contracts assumed during the Chapter 11 Cases prior to, on or as of the
 Effective Date shall be deemed Allowed Administrative Claims and paid by the
 Debtors or Reorganized Greektown in the ordinary course of business in
 accordance with the terms and conditions of any agreements relating thereto;
 and provided further that any Cure payments associated with the Assumed
 Contracts shall be paid in accordance with Article XIII of the Plan.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

 	
 Priority Tax Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           With
 respect to each Allowed Priority Tax Claim in any Debtor’s Chapter 11 Case,
 at the sole option of the Debtors (or Reorganized Greektown after the
 Effective Date), the Holder of an Allowed Priority Tax Claim shall be
 entitled to receive on account of such Priority Tax Claim, (a) regular
 installments payable in Cash commencing on the first Periodic Distribution
 Date occurring after the later of (i) the date a Priority Tax Claim becomes
 an Allowed Priority Tax Claim or (ii) the date an Allowed Priority Tax Claim
 first becomes payable pursuant to any agreement between a Debtor (or a
 Reorganized Debtor, Newco, or Newco Sub) and the Holder of such Allowed
 Priority Tax Claim, over a period not exceeding five years after the Petition
 Date, in the amount of the Allowed Amount of such Claim as of the Effective
 Date plus simple interest at the rate required by applicable law on any
 outstanding balance from the Petition Date, or such lesser rate as is set by
 the Bankruptcy Court or agreed to by the Holder of an Allowed Priority Tax
 Claim, (b) such other treatment agreed to by the Holder of the Allowed
 Priority Tax Claim and the Debtors (or Reorganized Greektown), provided such
 treatment is on more favorable terms to the Debtors (or Reorganized
 Greektown) than the treatment set forth in subsection (a) above, or (c)
 payment in full in Cash on the Effective Date (or as soon thereafter as is
 practicable). 

 


43










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

 	
 DIP Facility Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           On
 the Effective Date (or as soon as practicable thereafter), all Allowed DIP
 Facility Claims shall be paid in full in Cash or otherwise satisfied in a
 manner acceptable to such Holders of DIP Facility Claims in accordance with
 the terms of the DIP Facility and the DIP Credit Agreement. Upon compliance
 with the preceding sentence, all Liens and security interests granted to
 secure the obligations under the DIP Credit Agreement shall be deemed
 cancelled and shall be of no further force and effect.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

 	
 Other Priority Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           All
 other Allowed Priority Claims, to the extent of the applicable priority under
 section 507(a) of the Bankruptcy Code, will be paid the Allowed Amount of
 such Claim as of the Effective Date in accordance with the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Classified Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Classes 1, 7, 11, 16, 20 and 24 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 Secured Claims of Pre-petition Lenders against each Reorganizing Debtor,
 Trappers, and Holdings II. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Holder of an Allowed Claim in these Classes shall receive in full
 satisfaction of its Allowed Pre-petition Credit Agreement Claim Cash in the
 full amount of such Holder’s Allowed Pre-petition Credit Agreement Claim. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in these Classes are Unimpaired. Each Holder of an Allowed
 Claim in these Classes as of the Voting Record Date is deemed to accept the
 Plan and is not entitled to vote to accept or reject the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

 	
 Classes 2, 8, 12, 17, 21 and 25 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 Other Allowed Secured Claims Against Holdings, Casino, Holdings II, Builders,
 Builders Property, Realty, Realty Property, Trappers and Trappers Property. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Except to the extent that a Holder of an Allowed Other Secured Claim in
 Classes 2, 8, 12, 17, 21 or 25 agrees to a different treatment, at the sole
 option of Reorganized Greektown with the prior written consent of the Put
 Parties, (i) on the Effective Date or as soon thereafter as is practicable,
 each Allowed Other Secured Claim shall be Reinstated and rendered unimpaired
 in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding
 any contractual provision or applicable non-bankruptcy law that entitles the
 Holder of an Allowed Other Secured Claim to demand or receive payment of such
 Allowed Other Secured Claim prior to the stated maturity of such Allowed
 Other Secured Claim from and after the occurrence of a default, (ii) each
 Holder of an Allowed Other Secured Claim in Classes 2, 8, 12, 17, 21 or 25
 shall receive Cash in an amount equal to such Allowed Other Secured Claim,
 including any interest on such

 


44










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Allowed
 Other Secured Claim required to be paid pursuant to section 506(b) of the
 Bankruptcy Code, on the later of the Effective Date and the date such Allowed
 Other Secured Claim becomes an Allowed Other Secured Claim, or as soon
 thereafter as is practicable or (iii) each Holder of an Allowed Other Secured
 Claim in 2, 8, 12, 17, 21 or 25 shall receive the Collateral securing its
 Allowed Other Secured Claim and any interest on such Allowed Other Secured
 Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code,
 in full and complete satisfaction of such Allowed Other Secured Claim on the
 later of the Effective Date and the date such Allowed Other Secured Claim
 becomes an Allowed Other Secured Claim, or as soon thereafter as is
 practicable. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 To the
 extent an Allowed Claim in Classes 2, 8, 12, 17, 21 or 25 is asserted to be a
 Secured Claim, but the value of the Holder’s interest in the applicable Estate’s
 interest is less than the amount of the Claim, the undersecured amount of the
 Claim shall be treated as a General Unsecured Claim against the respective
 Debtor. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in these Classes are Unimpaired. Each Holder of an Allowed
 Claim in these Classes as of the Voting Record Date is deemed to accept the
 Plan and is not entitled to vote to accept or reject the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

 	
 Class 3 and 13 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 Bond Claims Against Holdings and Holdings II 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Holder of an Allowed Claim in Classes 3 and 13 shall receive, in full
 satisfaction of such Allowed Claim, (i) subject to Section 4.10.5 of the
 Plan, from Newco, such Holder’s Pro Rata share of 140,000 shares of New
 Common Stock, (ii) from the Debtors, a share of the Holdings Litigation Trust
 Interest equal to the proportion that such Holder’s Allowed Bond Claim bears
 to the aggregate amount of all Allowed Bond Claims and all Allowed General
 Unsecured Claims in Class 4 and (iii) the right to participate in the Rights
 Offering and purchase such Holder’s Pro Rata share of Rights Offering
 Securities as provided in Section 4.7 of the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in these Classes are Impaired. Each Holder of an Allowed
 Claim in these Classes as of the Voting Record Date is entitled to vote to
 accept or reject the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

 	
 Class 4 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Holdings. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Holder of an Allowed Claim in Class 4 shall receive, in full
 satisfaction of such Allowed Claim, (i) a distribution of Cash from the
 Unsecured Distribution Fund equal to the proportion that the amount of such
 Holder’s Allowed Claim in the General Unsecured Classes bears to the
 aggregate amount 

 


45










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 of all
 Allowed General Unsecured Claims, and (ii) a share of the Holdings Litigation
 Trust Interest equal to the proportion that such Holder’s Allowed General
 Unsecured Claim bears to the aggregate amount of all Allowed Bond Claims and
 all Allowed General Unsecured Claims in Class 4. All Litigation Trust
 Interests shall be satisfied solely out of Litigation Trust Assets, and
 Holders of Allowed Claims in the General Unsecured Classes shall not have
 recourse to Reorganized Greektown for unpaid portions of any Litigation Trust
 Interest. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in this Class are Impaired. Each Holder of an Allowed Claim
 in this Class as of the Voting Record Date is entitled to vote to accept or
 reject the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e.

 	
 Class 9 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Casino. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Holder of an Allowed Claim in Class 9 shall receive, in full
 satisfaction of such Allowed Claim, (i) a distribution of Cash from the
 Unsecured Distribution Fund equal to the proportion that the amount of such
 Holder’s Allowed Claim in the General Unsecured Classes bears to the
 aggregate amount of all Allowed General Unsecured Claims, and (ii) a Pro Rata
 share of the Casino Litigation Trust Interest. All Litigation Trust Interests
 shall be satisfied solely out of Litigation Trust Assets, and Holders of
 Allowed Claims in the General Unsecured Classes shall not have recourse to
 Reorganized Greektown for unpaid portions of any Litigation Trust Interest. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in this Class are Impaired. Each Holder of an Allowed Claim
 in this Class as of the Voting Record Date is entitled to vote to accept or
 reject the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 f.

 	
 Class 14 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Holdings II.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Holder of an Allowed Claim in the Class 14 shall receive, in full
 satisfaction of such Allowed Claim, (i) a distribution of Cash from the
 Unsecured Distribution Fund equal to the proportion that the amount of such
 Holder’s Allowed Claim in the General Unsecured Classes bears to the
 aggregate amount of all Allowed General Unsecured Claims, and (ii) a share of
 the Other Litigation Trust Interest equal to the proportion that such
 Holder’s Allowed General Unsecured Claim bears to the aggregate amount of all
 Allowed General Unsecured Claims in Class 14, 18, 22 and 26. 


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in this Class are Impaired. Each Holder of an Allowed Claim
 in this Class as of the Voting Record Date is entitled to vote to accept or
 reject the Plan.

 


46










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 g.

 	
 Class 18 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Builders. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Holder of an Allowed Claim in the Class shall receive, in full
 satisfaction of such Allowed Claim, (i) a distribution of Cash from the
 Unsecured Distribution Fund equal to the proportion that the amount of such
 Holder’s Allowed Claim in the General Unsecured Classes bears to the
 aggregate amount of all Allowed General Unsecured Claims, and (ii) a share of
 the Other Litigation Trust Interest equal to the proportion that such
 Holder’s Allowed General Unsecured Claim bears to the aggregate amount of all
 Allowed General Unsecured Claims in Class 14, 18, 22 and 26. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in this Class are Impaired. Each Holder of an Allowed Claim
 in this Class as of the Voting Record Date is entitled to vote to accept or
 reject the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 h.

 	
 Class 22 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Realty. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Holder of an Allowed Claim in Class 22 shall receive, in full
 satisfaction of such Allowed Claim, (i) a distribution of Cash from the
 Unsecured Distribution Fund equal to the proportion that the amount of such
 Holder’s Allowed Claim in the General Unsecured Classes bears to the
 aggregate amount of all Allowed General Unsecured Claims, and (ii) a share of
 the Other Litigation Trust Interest equal to the proportion that such
 Holder’s Allowed General Unsecured Claim bears to the aggregate amount of all
 Allowed General Unsecured Claims in Class 14, 18, 22 and 26. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in this Class are Impaired. Each Holder of an Allowed Claim
 in this Class as of the Voting Record Date is entitled to vote to accept or
 reject the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 i.

 	
 Class 26 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Trappers. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Holder of an Allowed Claim in Class 26 shall receive, in full
 satisfaction of such Allowed Claim, , (i) a distribution of Cash from the
 Unsecured Distribution Fund equal to the proportion that the amount of such
 Holder’s Allowed Claim in the General Unsecured Classes bears to the
 aggregate amount of all Allowed General Unsecured Claims, and (ii) a share of
 the Other Litigation Trust Interest equal to the proportion that such
 Holder’s Allowed General Unsecured Claim bears to the aggregate amount of all
 Allowed General Unsecured Claims in Class 14, 18, 22 and 26. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in this Class are Impaired. Each Holder of an Allowed 

 


47










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Claim in
 this Class as of the Voting Record Date is entitled to vote to accept or
 reject the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 j.

 	
 Class 5, 10, 15, 19, 23 and 27 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 Intercompany Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Obligee Debtor that holds an Intercompany Claim against an Obligor
 Debtor shall receive, in full satisfaction of such Intercompany Claim, an
 interest-free note from the Obligor Debtor in a principal amount equal to a
 percentage of the total amount of such Intercompany Claim, which percentage
 shall be equal to the percentage recovery of the Holders of General Unsecured
 Creditors against such Obligor Debtor. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in these Classes are Impaired. Each Holder of an Allowed
 Claim in this Class as of the Voting Record Date is required under the terms
 of the Stipulation to vote in favor of the Plan and therefore is deemed to
 accept the Plan and is not entitled to vote to accept or reject the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 k.

 	
 Class 6 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 Equity Interests – Holdings 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Treatment:
 Each Holder of an Allowed Claim in these Classes shall not receive or retain
 any interest or property under the Plan and all Equity Interests in Holdings
 shall be cancelled and extinguished on the Effective Date. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Voting:
 Holders of Claims in this Class are Impaired. Each Holder of an Allowed Claim
 in this Class is deemed to reject the Plan and is not entitled to vote on the
 Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 C.

 	
 Acceptance or Rejection of the Plan 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Presumed Acceptance of Plan 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Classes
 1, 2, 7, 8, 11, 12, 16, 17, 20, 21, 24 and
 25 are Unimpaired under the Plan and deemed to have accepted the
 Plan under Bankruptcy Code section 1126(f). Holders of Intercompany Claims in
 Classes 5, 10, 15, 19, 23, and 27
 are required under the terms of the Stipulation, as defined below, to vote in
 favor of the Plan and therefore are deemed to accept the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Voting Classes 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Classes
 3, 4, 9, 13, 14, 18, 22 and 26 are
 Impaired Classes that may vote to accept or reject the Plan (the “Voting
 Classes”). Each Holder of an Allowed Claim or Interest as of the Voting
 Record Date in each of the Voting Classes will be entitled to vote to accept
 or reject the Plan. 

 


48










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Acceptance by Impaired Classes of Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Under
 section 1126(c) of the Bankruptcy Code, and except as otherwise provided in
 section 1126(e) of the Bankruptcy Code, an unpaired Class of Claims has
 accepted the Plan if the Holders of at least two-thirds in dollar amount and
 more than one-half in number of the Allowed Claims in such Class actually
 voting have voted to accept the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Presumed Rejection of the Plan 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Class
 6 is Impaired and Holders of
 Interests in this Class shall receive no distribution under the Plan on
 account of their Interests and are, therefore, presumed to have rejected the
 Plan under section 1126(g) of the Bankruptcy Code. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Confirmation Under Bankruptcy Code Sections
 1129(a) and (b) 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Bankruptcy
 Code section 1129(a) will be satisfied for purposes of Confirmation by
 acceptances of the Plan by an Impaired Class of Claims. The Noteholder Plan
 Proponents will seek Plan Confirmation under Bankruptcy Code section 1129(b)
 with respect to any rejecting Class of Claims or Interests. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Controversy Concerning Impairment 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           If
 a controversy arises as to whether any Claims or Interests, or any Class of
 Claims or Interests, are Impaired, the Bankruptcy Court will, after notice
 and a hearing, determine such controversy on or before the Confirmation Date.
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 D.

 	
 Procedures for Resolving Disputed Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Claims Administration 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Reorganized
 Greektown, shall be responsible for and shall retain responsibility for
 administering, disputing, objecting to, compromising, or otherwise resolving
 all Claims against, and Interests in, the Debtors, including all
 Administrative Claims, Priority Tax Claims, and other Priority Claims, and
 making distributions (if any) with respect to all Claims and Interests,
 except that the Litigation Trustee shall be responsible for and shall retain
 responsibility for administering, disputing, objecting to, compromising, or
 otherwise resolving all Claims in each of the General Unsecured Classes as
 provided for in Article III of the Plan. The Litigation Trustee shall be
 entitled to compensation for its activities relating to Claims administration
 under this Section solely as provided in the Litigation Trust Agreement, and
 Reorganized Greektown shall have no obligation to provide any funding or
 compensation for such Claims administration. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Filing of Objections 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Unless
 otherwise provided in the Plan or extended by the Bankruptcy Court, any
 objections to Claims and/or Interests shall be served and Filed on or before
 the Claim Objection Deadline. Notwithstanding any authority to the contrary,
 an objection to a Claim or Interest shall be deemed properly served on the
 Holder of the Claim or Interest if Reorganized Greektown or the Litigation
 Trustee, as the case may be, effect service in any of the following manners:
 (i) in accordance with Bankruptcy Rule 3007, (ii) to the extent counsel for a
 Holder of a Claim or Interest is unknown, by first-class mail, postage
 prepaid, on the signatory on the Proof of Claim or other representative
 identified on the Proof of Claim or any attachment thereto (or at the last
 known addresses 

 


49










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 of such
 Holders of Claims if no Proof of Claim is Filed or if the Debtors and the
 Litigation Trustee have been notified in writing of a change of address), or
 (iii) by first-class mail, postage prepaid, on any counsel that has appeared
 on behalf of the Holder of the Claim or Interest in the Chapter 11 Cases and
 has not withdrawn such appearance. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Claim Dispute Resolution Procedures 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Resolution
 of disputes regarding Claims shall be subject to the following parameters: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 If the
 Settlement Amount for a General Unsecured Claim, Secured Claim, Priority
 Claim, Administrative Claim, or other Claim or postpetition Claim is less
 than $250,000, Reorganized Greektown or Litigation Trustee, as applicable,
 shall be authorized to settle such Claim or Interest without the need for
 further Bankruptcy Court approval or further notice. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 If the
 Settlement Amount for a General Unsecured Claim, Secured Claim, Priority
 Claim, Administrative Claim, or other Claim or postpetition Claim is greater
 than or equal to $250,000, Reorganized Greektown or the Litigation Trustee,
 as applicable, shall file a proposed settlement stipulation with the
 Bankruptcy Court with notice and hearing consistent with the Local Rules and
 the Bankruptcy Rules. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Settlement
 of any pre-petition controversies in these categories resulting in monetary
 Claims against the Debtors shall be resolved solely by determination and
 allowance of a Claim, subject to the requirements of the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Settlement
 of any postpetition controversies in these categories resulting in monetary
 Claims against the Debtors or Reorganized Debtors may be resolved, where
 applicable, by Reorganized Greektown, by an allowance of an Administrative
 Claim related to such settlement, subject to the requirements of Article V of
 the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Reorganized
 Greektown is authorized to allow Claims against specific Debtors and their
 Estates, where the allowance of such Claims otherwise meets the requirements
 of Article V of the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Reorganized
 Greektown is authorized to allow Claims with a specific priority and security
 status, where the allowance of such Claims otherwise meets the requirements
 of Article V of the Plan and does not in any way affect, whether as a prior
 or subordinated Lien, the Lien of any other party. For purposes of clarity
 and without limitation, the granting or recognition of a subordinated Lien
 shall not be Allowed, absent a Bankruptcy Court order, without the consent of
 all other Lien Holders with respect to the affected collateral. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The
 Litigation Trustee shall be authorized to settle only Claims in the General
 Unsecured Classes and shall not be authorized to allow or permit any recovery
 other than the allowance of the Claims in the General Unsecured Classes. For
 purposes of clarity and without limitation, the Litigation Trustee shall not
 be authorized to recognize or allow any Secured Claim or Priority Claim.
 Notwithstanding anything to the contrary in these procedures, to the extent
 that an asserted Secured Claim or Priority 

 


50










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Claim is
 recharacterized as a Claim in the General Unsecured Classes, the Litigation
 Trustee shall have no less than thirty (30) days after entry of a Final Order
 recharacterizing the Claim to object to Allowance of the Claim in full or in
 part. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Determination of Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Any
 Claim (or any revision, modification, or amendment thereof) determined and
 liquidated pursuant to (i) the procedures listed in Article V of the Plan, or
 (ii) a Final Order of the Bankruptcy Court shall be deemed an Allowed Claim
 in such liquidated amount and satisfied in accordance with the Plan. The
 payment of any Allowed Claim shall be made pursuant to Articles III and VIII
 of the Plan, unless otherwise ordered by the Bankruptcy Court. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Insider Settlements 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Notwithstanding
 anything to the contrary in the Plan, any settlement that involves an Insider
 shall be effected only in accordance with Bankruptcy Rule 9019(a). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Ordinary Course of Business Exception 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           The
 applicable Plan provisions shall in no manner affect, impair, impede, or
 otherwise alter the right of Reorganized Greektown to resolve any controversy
 arising in the ordinary course of the Debtors’ or Reorganized Debtors’
 business or under any other order of the Bankruptcy Court. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Adjustment to Claims Without Objection 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Any
 Claim that has been paid or satisfied, or any Claim that has been amended or
 superseded, may be adjusted or expunged on the Claims Register by the
 Reorganized Debtor or the Litigation Trustee without a Claims objection
 having to be Filed and without any further notice to or action, order, or
 approval of the Bankruptcy Court or any other Person. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Disallowance of Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Any
 Claim or Interest held by Persons from which property is recoverable under
 sections 542, 543, 550, or 553 of the Bankruptcy Code or that are transferees
 of transfers avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549,
 or 724(a) of the Bankruptcy Code, shall be deemed disallowed pursuant to
 section 502(d) of the Bankruptcy Code, and Holders of such Claims and
 Interests may not receive any distribution of account of such Claims and
 Interests until such time as such Causes of Action against that Person have
 been settled or a Final Order with respect thereto has been entered and all
 sums due, if any, to the Litigation Trust by that Person have been turned
 over or paid. All Claims Filed on account of any employee benefits or wages
 referenced in the Schedules which were paid by the Debtors before the
 Confirmation Date, shall be deemed satisfied and expunged from the Claims
 Register as of the Effective Date, without further notice to, or action,
 order, or approval of, the Bankruptcy Court. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Claims Bar Date 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Except
 as provided in the Plan or otherwise agreed, any and all Claims for which a
 Proof of Claim was Filed after the applicable Bar Date shall be disallowed,
 expunged and forever barred as of the Effective Date without any further
 notice to or action, order, or approval of the Bankruptcy Court, and Holders
 of such Claims may not receive any distributions on account of 

 


51










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 such Claims,
 unless on or before the Confirmation Date such late Claims have been deemed
 timely Filed by a Final Order. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Amendments to Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           On
 or after the Effective Date, except as provided herein, a Claim may not be
 Filed or amended without the prior authorization of the Bankruptcy Court,
 Reorganized Greektown, or the Litigation Trustee. To the extent any such
 Claim is Filed without such authorization, such Claim shall be deemed to be a
 Disallowed Claim and expunged without any further notice to or action, order,
 or approval of the Bankruptcy Court or any other Person. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Offer of Judgment 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Reorganized
 Greektown or the Litigation Trustee is authorized to serve upon a Holder of a
 Claim an offer to allow judgment to be taken on account of such Claim, and,
 pursuant to Bankruptcy Rules 7068 and 9014, Fed.R.Civ.P. 68 shall apply to
 such offer of judgment. To the extent the Holder of a Claim must pay the
 costs incurred by Reorganized Greektown or the Litigation Trustee after the
 making of such an offer, Reorganized Greektown or the Litigation Trustee is
 entitled to setoff such amounts against the amount of any distribution to be
 paid to such Holder without any further notice to or action, order, or
 approval of the Bankruptcy Court or any other Person. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 E.

 	
 Executory Contracts and Unexpired Leases 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Executory Contract and Unexpired Lease
 Assumption and Rejection 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           All
 executory contracts and unexpired leases as to which any Debtor is a party
 shall be deemed automatically assumed in accordance with the provisions and
 requirements of sections 365 and 1123 of the Bankruptcy Code as of the
 Effective Date, unless such executory contracts or unexpired leases (i) shall
 have been previously rejected by the Debtors by Final Order of the Bankruptcy
 Court; (ii) shall be the subject of a motion to reject or assume such
 contract or lease pending on the Effective Date; (iii) shall have expired or
 terminated on or prior to the Effective Date (and not otherwise extended)
 pursuant to their own terms; (iv) are listed on the schedule of rejected
 executory contracts and unexpired leases included in the Plan Supplement, provided,
 however, that the Noteholder Plan Proponents reserve their right, at
 any time prior to the Effective Date, to amend such schedule to delete
 therefrom or add thereto an executory contract or unexpired lease with notice
 to the affected Creditor only; or (v) are otherwise rejected pursuant to the
 terms of the Plan; provided, however, that any collective
 bargaining agreement to which the Debtors are a party may only be rejected in
 accordance with section 1113 of the Bankruptcy Code. Entry of the
 Confirmation Order by the Bankruptcy Court shall constitute approval of the
 rejections and assumptions contemplated hereby pursuant to sections 365 and
 1123 of the Bankruptcy Code as of the Effective Date. Each executory contract
 or unexpired lease assumed pursuant to Section 13.1 of the Plan shall vest
 in, and be fully enforceable by, the applicable Reorganized Debtor in
 accordance with its terms, except as modified by the provisions of the Plan,
 any order of the Bankruptcy Court authorizing or providing for its assumption,
 or applicable federal law. The Debtors reserve the right to file a motion on
 or before the Effective Date to assume or reject any executory contract or
 unexpired lease. 

 


52










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Modifications and Rights Related to
 Unexpired Leases and Executory Contracts 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Each
 executory contract and unexpired lease that is assumed and relates to the
 use, ability to acquire, or occupancy of real or personal property shall
 include (i) all modifications, amendments, supplements, restatements, or other
 agreements made directly or indirectly by any agreement, instrument, or other
 document that in any manner affect such executory contract or unexpired
 lease, and (ii) all executory contracts or unexpired leases, appurtenant to
 the premises, including all easements, licenses, permits, rights, privileges,
 immunities, options, rights of first refusal, uses, or franchises, and any
 other interests in real estate or rights in rem related to such
 premises, unless any of the foregoing agreements has been rejected pursuant
 to an order of the Bankruptcy Court or is otherwise rejected as part of the
 Plan. In the event that the Effective Date does not occur, the Bankruptcy
 Court shall retain jurisdiction with respect to any request to extend the
 deadline for assuming any unexpired leases pursuant to section 365(d)(4) of
 the Bankruptcy Code. Modifications, amendments, supplements, and restatements
 to executory contracts and unexpired leases that have been executed by the
 Debtors during the Chapter 11 Cases shall not be deemed to alter the
 pre-petition nature of the executory contract or unexpired lease, or the
 validity, priority, or amount of any Claim that may arise in connection
 therewith. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Cure of Defaults for Assumed Executory
 Contracts and Unexpired Leases 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           If
 there is a dispute regarding (a) the nature or amount of any Cure, (b) the
 ability of the Reorganized Debtor, Newco or Newco Sub, or any assignee to
 provide “adequate assurance of performance” (within the meaning of section
 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (c)
 any other matter pertaining to the assumption, the Cure shall occur following
 the entry of a Final Order resolving the dispute and approving the assumption
 or assumption and assignment, as the case may be; provided, however,
 if there is a dispute as to the amount of Cure that cannot be resolved
 consensually among the parties, the Noteholder Plan Proponents or Reorganized
 Greektown shall have the right to reject the contract or lease for a period
 of five (5) days after entry of a Final Order establishing a Cure amount in
 excess of that provided by the Debtors or Reorganized Greektown. Upon
 reasonable request, the Notice Parties shall be provided access to
 information regarding the Debtors’ or Reorganized Greektown’s proposed Cure
 payments. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Claims Based on Executory Contract or
 Unexpired Lease Rejection 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           On
 the Effective Date, each executory contract and unexpired lease listed in the
 Plan Supplement to the Plan shall be rejected pursuant to section 365 of the
 Bankruptcy Code but only to the extent that any such contract is an executory
 contract or unexpired lease. The Confirmation Order shall constitute an order
 of the Bankruptcy Court approving the rejections described above, pursuant to
 section 365 of the Bankruptcy Code, as of the earlier of (i) the Confirmation
 Date or (ii) the date that the affected Creditor party to such lease or
 executory contract is provided written notice of such rejection. All Allowed
 Claims arising from the rejection of unexpired leases and executory contracts
 shall be classified as General Unsecured Claims and shall be treated in
 accordance with Article III of the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Rejection Damages Bar Date 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           If
 the rejection by a Debtor, pursuant to the Plan or otherwise, of an executory
 contract or unexpired lease results in a Claim, then such Claim shall be
 forever barred and shall not be 

 


53










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 enforceable
 against any Debtor or Reorganized Debtor, Newco or Newco Sub, or the
 properties of any of them unless a Proof of Claim is Filed with the Claims
 Agent and served upon counsel to the Debtors or Reorganized Greektown within
 thirty (30) days after the later of (a) the Effective Date or (b) notice that
 the executory contract or unexpired lease has been rejected, unless otherwise
 ordered by the Bankruptcy Court. Any Proofs of Claim arising from the
 rejection of the Debtors’ executory contracts or unexpired leases that are
 not timely Filed shall be disallowed automatically, forever barred from
 assertion, and shall not be enforceable against the Reorganized Debtor, Newco
 or Newco Sub or further notice to or action, order, or approval of the
 Bankruptcy Court or other Person, and any Claim arising out of the rejection
 of the executory contract or unexpired lease shall be deemed fully satisfied,
 released, and discharged, notwithstanding anything in the Schedules or a
 Proof of Claim to the contrary. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Reservation of Rights 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Neither
 the exclusion nor inclusion of any contract or lease in the Plan nor anything
 contained in the Plan, the Plan Supplement, or this Disclosure Statement,
 shall constitute an admission by the Noteholder Plan Proponents that any such
 contract or lease is in fact an executory contract or unexpired lease or that
 any Reorganized Debtor, or Newco, or Newco Sub has any liability thereunder.
 If there is a dispute regarding whether a contract or lease is or was
 executory or unexpired at the time of assumption or rejection, the Noteholder
 Plan Proponents or Reorganized Greektown, as applicable, shall have thirty
 (30) days following entry of a Final Order resolving such dispute to alter
 their treatment of such contract or lease. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F.

 	
 Means for Implementation of the Plan 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Excluded Debtors 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           The
 Excluded Debtors will not be reorganized under the Plan, and shall remain in
 chapter 11 until (i) such Excluded Debtors confirm their own plans of
 reorganization, or (ii) such Excluded Debtors’ chapter 11 cases are dismissed
 or converted the chapter 7 cases pursuant to section 1112 of the Bankruptcy
 Code. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Continued Corporate or Company Existence of
 Reorganized Holdings, Reorganized Casino, Reorganized Builders and
 Reorganized Realty 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           After
 the Effective Date, Holdings will continue to exist as Reorganized Holdings,
 with all the powers of a limited liability company under Michigan law
 pursuant to Reorganized Holdings Organizational Documents. Holdings may
 convert to a corporation or otherwise elect to be treated as an association
 taxable as a corporation for U.S. federal income tax purposes at any time
 before, on or after the Effective Date, and shall determine the effective
 date of such conversion or election, in the sole discretion of the Put
 Parties, and all parties shall take all actions necessary to effectuate such
 conversion or election. All assets of Holdings other than Litigation Trust
 Assets shall be retained by Reorganized Holdings. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           After
 the Effective Date, Casino will continue to exist as Reorganized Casino with
 all the powers of a limited liability company under Michigan law pursuant to
 Casino’s membership agreement and other organizational documents in effect
 prior to the Effective Date. All assets of Casino other than Litigation Trust
 Assets will be retained by Reorganized Casino. 

 


54










	
  

 	
  

 	
  

 	
  

 	
  

 
	
           After
 the Effective Date, Builders will continue to exist as Reorganized Builders
 with all the powers of a corporation under Michigan law pursuant to Builders’
 organizational documents in effect prior to the Effective Date. All assets of
 Builders other than Litigation Trust Assets will be retained by Reorganized
 Builders. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           After
 the Effective Date, Realty will continue to exist as Reorganized Realty with
 all the powers of a corporation under Michigan law pursuant to Realty’s
 organizational documents in effect prior to the Effective Date. All assets of
 Realty other than Litigation Trust Assets will be retained by Reorganized
 Realty. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Formation of Newco 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           On
 or prior to the Effective Date Newco will be formed. The Newco Organizational
 Documents shall satisfy the provisions of the Plan and section 1123(a)(6) of
 the Bankruptcy Code. The Newco Certificate of Formation shall, among other
 things, authorize (a) up to 5,000,000 shares of New Common Stock, $0.01 par
 value per share and (b) not less than 2,333,333 shares of New Preferred
 Stock, $100 per share liquidation preference. Particular shares of New Common
 Stock and New Preferred Stock may have reduced voting rights. The form of the
 Newco Certificate of Formation and the form bylaws for Newco will be included
 in the Plan Supplement, each of which must be acceptable in form and
 substance to the Put Parties. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Authorization and Issuance of New Common
 Stock and New Preferred Stock 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           In
 connection with the Plan and subject to Section 4.10.5 of the Plan, (i) Newco
 shall authorize up to 5,000,000 shares of New Common Stock, and not less than
 2,333,333 shares of New Preferred Stock and Reorganized Holdings shall
 authorize sufficient New Membership Interests to effectuate the transaction
 described in Section 3.4.2 and 4.10.5; (ii) Newco shall issue such number of
 shares of New Common Stock as are needed to effectuate the transactions
 contemplated by the Plan, which shall be free and clear of all liens or other
 encumbrances of any kind or nature except those created under applicable
 securities laws for distribution to holders of Allowed Claims in Classes 3
 and 13; and (iii) Newco shall issue the New Preferred Stock, which shall be
 free and clear of all liens or other encumbrances of any kind or nature
 except those created under applicable securities laws, to the Rights Offering
 Participants to the extent such shares are subscribed for in accordance with
 Section 4.7 of the Plan and to the Put Parties to the extent provided for
 under the Purchase and Put Agreement. The amount of New Common Stock
 authorized in Section 4.5.1 of the Plan shall include reserves for the number
 of shares of New Common Stock necessary to satisfy (1) the distribution, if
 any of shares to be granted under the Management Agreement and (2) the amount
 to be issued in connection with any conversion of the New Preferred Stock
 into New Common Stock. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           The
 New Common Stock issued under the Plan shall be subject to dilution based
 upon (i) any issuance of New Common Stock pursuant to the Management
 Agreement as set forth in Section 4.9 of the Plan, (ii) any conversion of New
 Preferred Stock into New Common Stock and (iii) any other shares of New
 Common Stock issued after the consummation of the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           The
 issuance of the New Common Stock and of the New Preferred Stock pursuant to
 the Rights Offering pursuant to the Plan (including pursuant to the exercise
 by the Rights Offering Participants of their subscription rights under the
 Rights Offering) shall be authorized under 

 


55










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 section 1145
 of the Bankruptcy Code and shall be exempt from registration thereunder as of
 the Effective Date without further act or action by any Person. The issuance
 of New Common Stock pursuant to the Plan and the Put Agreement will be exempt
 from registration under Section 4(2) of the Exchange Act or Regulation D
 promulgated thereunder. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           The
 value of New Common Stock issued by Newco and the value of New Membership
 Interests issued by Holdings in connection with the Allowed Bond Claims will
 be determined in good faith by the Put Parties, and none of Reorganized
 Greektown, the Holders of Allowed Claims in Classes 3 and 13, the Holders of
 Interests or any other party hereto shall take any position on its tax
 returns or otherwise that is inconsistent with such valuation unless required
 by applicable law. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Exit Financing 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           On
 or prior to the Effective Date, Newco and Reorganized Greektown shall enter
 into the Exit Facility, and all the documents, instruments and agreements to
 be entered into, delivered or contemplated thereunder shall become effective
 on the Effective Date simultaneously with the closing of the Rights Offering.
 The proceeds of the Exit Facility shall be used to fund the required Cash
 distributions under the Plan and for general corporate purposes. Approval of
 the MGCB will be required for any new revolving lines of credit or other
 credit facilities incurred by Reorganized Greektown or Newco. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Rights Offering 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Subject
 to Section 4.10.5 of the Plan, Newco shall consummate the Rights Offering,
 through which each Holder of an Allowed Bond Claim shall have been given the
 opportunity to purchase such Holder’s Pro Rata share of the Rights Offering
 Securities. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           On
 the Effective Date, the proceeds from the Rights Offering shall be used to
 fund the required Cash distributions under the Plan and for general corporate
 purposes. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           Each
 Holder of an Allowed Bond Claim that was a Holder as of the Rights Offering
 Record Date shall receive Subscription Rights entitling such Holder to
 purchase its Pro Rata share, as of the Rights Offering Record Date, of Rights
 Offering Securities, which Rights Offering Securities shall be issued
 pursuant to Section 4.10.5 of the Plan. Holders of Allowed Bond Claims, as of
 the Rights Offering Record Date, shall have the right, but not the
 obligation, to participate in the Rights Offering as provided in the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
           The
 Rights Offering shall commence on the Rights Offering Commencement Date. Each
 Holder of an Allowed Bond Claim intending to participate in the Rights
 Offering must affirmatively make a binding election to exercise its
 Subscription Rights on or prior to the Subscription Expiration Date. After
 the Subscription Expiration Date, unexercised Subscription Rights shall be
 treated as acquired by the Put Parties and any exercise of such Subscription
 Rights by any entity other than the Put Parties shall be null and void and
 Reorganized Greektown shall not be obligated to honor any such purported
 exercise received by the Rights Offering Agent after the Subscription
 Expiration Date, regardless of when the documents relating to such exercise
 were sent. 

 
	
  

 
	
           Each
 Holder of a Subscription Right shall be required to pay, on or prior to the
 Rights

 


56






Offering
Funding Date, the Subscription Purchase Price for each Subscription Right
exercised pursuant to the Rights Offering. 


          In
order to exercise Subscription Rights, each Holder of an Allowed Bond Claim
must: (a) be a Holder as of the Rights Offering Record Date, and (b) return a
duly completed Subscription Form to such Holder’s nominee so that the Master
Subscription Form of such nominee, together with copies of the Beneficial
Holder Subscription Forms, is actually received by the Rights Offering Agent on
or before the Subscription Expiration Date. If the Rights Offering Agent for
any reason does not receive a Holder’s Beneficial Holder Subscription Form on
or prior to the Subscription Expiration Date, such Holder shall be deemed to
have relinquished and waived its right to participate in the Rights Offering. 


          Each
party that has exercised Subscription Rights shall receive the Effective Date
Notice at least thirty (30) days prior to the Anticipated Effective Date, which
will provide notice of the Rights Offering Funding Date. Each Holder of an
Allowed Bond Claim that has exercised Subscription Rights is obligated pay to
the Rights Offering Agent on or before the Rights Offering Funding Date such
Holder’s Holder Purchase Payment in accordance with the wire instructions set
forth on the Effective Date Notice or by bank or cashier’s check delivered to
the Rights Offering Agent. If, on or prior to the Rights Offering Funding Date,
the Rights Offering Agent for any reason does not receive from a given Holder
of Subscription Rights the Holder Purchase Payment in immediately available
funds as set forth above, such Holder shall be deemed to have relinquished and
waived (i) its right under the Plan to receive any of the distribution of New
Common Stock provided to Holders of Allowed Bond Claims pursuant to Section
3.4.2 of the Plan and (ii) its right to participate in the Rights Offering; provided,
however that the Put Parties have the right to bring an action in the
Bankruptcy Court for specific performance and reimbursement of any costs and
fees associated with such action, and all consequential damages arising from
such breach, which consequential damages may exceed the amount of such Holder’s
Holder Purchase Payment, against any Holder that has exercised Subscription
Rights but does not provide the Holder Purchase Payment in immediately
available funds as set forth above on or prior to the Rights Offering Funding
Date. 


          The
payments made in accordance with the Rights Offering shall be deposited and
held by the Rights Offering Agent in the Rights Offering Trust Account. The
Rights Offering Trust Account will be maintained by the Rights Offering Agent
for the purpose of holding the money for administration of the Rights Offering
until the Effective Date or such other later date, at the option of Reorganized
Greektown. The Rights Offering Agent shall not use such funds for any other
purpose and shall not encumber or permit such funds to be encumbered with any
Lien or similar encumbrance. 


          Each
holder of an Allowed Bond Claim as of the Rights Offering Record Date may
exercise all or any portion of such holder’s Subscription Rights pursuant to
the Subscription Form. The valid exercise of Subscription Rights shall be
irrevocable. In order to facilitate the exercise of the Subscription Rights, on
the commencement date of the Rights Offering, the Debtors will distribute the
Subscription Form to each holder of an Allowed Bond Claim as of the Rights
Offering Record Date together with appropriate instructions for the proper
completion, due execution and timely delivery of the Subscription Form. The Put
Parties may adopt such additional detailed procedures consistent with the
provisions of this Article IV to more 


57






efficiently
administer the exercise of the Subscription Rights. 


          The
Subscription Rights are not transferable. Any such transfer or attempted
transfer is null and void and any purported transferee will not be treated as
the holder of any Subscription Rights. Once the Holder of an Allowed Bond Claim
has properly exercised its Subscription Rights, such exercise is irrevocable by
such Holder. 


          Any
amount of Rights Offering Securities not purchased pursuant to the Subscription
Rights issued to the holders of Allowed Bond Claims shall be purchased by the
Put Parties pursuant to the terms and subject to the conditions of the Purchase
and Put Agreement at the same price provided in the Rights Offering. Pursuant
to the terms and subject to the conditions of the Purchase and Put Agreement,
the Put Parties shall pay to the Rights Offering Agent, by wire transfer in
immediately available funds on or prior to the Put Agreement Funding Date, Cash
in an amount equal to the Subscription Purchase Price multiplied by the number of
Rights Offering Securities not purchased pursuant to the Subscription Rights
issued to the holders of Allowed Bond Claims. The Rights Offering Agent shall
deposit such payment into the Rights Offering Trust Account. In consideration
for the Put Agreement, the Put Parties shall receive the put premiums set forth
in the Purchase and Put Agreement. 


          At
the end of the day on the Effective Date or as soon as reasonably practicable
thereafter, the Rights Offering Agent shall facilitate the distribution of the
Rights Offering Securities purchased pursuant to the Rights Offering. 


          (i)
Any party that has exercised Subscription Rights in accordance with Section
4.7.6 of the Plan or has otherwise agreed to purchase Rights Offering
Securities in accordance with Section 4.7.8 of the Plan that is neither a MGCB
Qualified Person nor an Institutional Investor with a waiver of the Gaming
Act’s eligibility and suitability requirements will receive such Rights
Offering Securities in the form of Rights Offering Shares in an amount that,
when added to the shares of New Common Stock received by such party pursuant to
the Plan, does not exceed 4.9% of the Total Equity Shares. Such party will
receive the balance of the Rights Offering Securities to which it has
subscribed or of which it has agreed to purchase in the form of Rights Offering
Warrants. 


          (ii)
Any party that has exercised Subscription Rights in accordance with Section
4.7.6 of the Plan or has otherwise agreed to purchase Rights Offering Securities
in accordance with Section 4.7.8 of the Plan that is an Institutional Investor
with a waiver of the Gaming Act’s eligibility and suitability requirements but
not a MGCB Qualified Person will receive such Rights Offering Securities in the
form of Rights Offering Shares in an amount that, when added to the shares of
New Common Stock received by such party pursuant to the Plan, does not exceed
14.9% of the Total Equity Shares. Such party will receive the balance of the
Rights Offering Securities to which it has subscribed or of which it has agreed
to purchase in the form of Rights Offering Warrants. 


          (iii)
Any party that has exercised Subscription Rights in accordance with Section
4.7.6 hereof or otherwise agreed to purchase Rights Offering Securities in
accordance with Section 4.7.8 hereof that is a MGCB Qualified Person will
receive all such Rights Offering Securities in the form of Rights Offering
Shares. 


58






          (iv)
Each party that has exercised Subscription Rights or otherwise agreed to
purchase Rights Offering Securities will receive the Effective Date Notice at
least thirty (30) days prior to the Effective Date. The Effective Date Notice
will require that each such party provide documentation that such party is
either a MGCB Qualified Person or an Institutional Investor with a waiver of
the Gaming Act’’s eligibility and suitability requirements. Any party that has
exercised Subscription Rights or otherwise agreed to purchase Rights Offering
Securities that does not provide such documentation on or prior to fifteen (15)
days prior to the Anticipated Effective Date shall receive the Rights Offering
Securities to which they have subscribed or otherwise agreed to purchase in the
form of Rights Offering Shares to the extent such Rights Offering Shares, when
added to the shares of New Common Stock received by such party pursuant to the
Plan, equals 4.9% of the Total Equity Shares, and the remaining Rights Offering
Securities to which they have subscribed or otherwise agreed to purchase in the
form of Rights Offering Warrants. 


          The
Subscription Form shall provide each Holder of an Allowed Bond Claim that has
exercised Subscription Rights in accordance with Section 4.7.6 of the Plan and
each Put Party that will purchase Rights Offering Securities pursuant to
Section 4.7.8 of the Plan with an option, provided for certain tax purposes,
allowing such party to elect to receive a combination of Reduced Vote Rights
Offering Shares in lieu of Rights Offering Shares and Reduced Vote Rights Offering
Warrants in lieu of Rights Offering Warrants that will allow each such party to
own no more than 9.9% of the total combined voting power of all classes of
stock of Newco entitled to vote. 


          No
interest shall be paid to entities exercising Subscription Rights on account of
amounts paid in connection with such exercise. 


          All
questions concerning the timeliness, viability, form and eligibility of any
exercise of Subscription Rights shall be determined by the Noteholder Plan
Proponents, whose good-faith determinations shall be final and binding. The
Noteholder Plan Proponents, in their reasonable discretion, may waive any
defect or irregularity, or permit a defect or irregularity to be corrected
within such times as they may determine, or reject the purported exercise of
any Subscription Rights. Subscription Forms shall be deemed not to have been
received or accepted until all irregularities have been waived or cured within
such time as the Noteholder Plan Proponents determine in their reasonable
discretion. The Noteholder Plan Proponents will use commercially reasonable
efforts to give notice to any Holder of Subscription Rights regarding any
defect or irregularity in connection with any purported exercise of
Subscription Rights by such Holder and may permit such defect or irregularity
to be cured within such time as they may determine in good-faith to be
appropriate; provided, however, that neither the Noteholder Plan Proponents nor
the Rights Offering Agent shall incur any liability for failure to give such
notification. 


          In
the event that the Conditions to Consummation of the Plan pursuant to section
6.2 hereof fail to occur, and the Confirmation Order is vacated and the Plan
becomes null and void pursuant to section 6.4 hereof, any monies contained in
the Rights Offering Trust Account shall be returned to each Holder of
Subscription Rights that has paid funds held in the Rights Offering Trust
Account in the an amount equal to the funds paid by such Holder, and no further
liability shall attach to any of the Rights Offering Agent, the Noteholder Plan
Proponents, or the Debtors. 


59










	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 New Board of Directors 

 



          A
new board of directors will be selected for each of Reorganized Greektown by
the Put Parties after consultation with the other Noteholder Plan Proponents
and consistent with applicable regulatory requirements. 


	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Management Agreement
 

 



          On
the Effective Date, Reorganized Greektown and the Management Entity will enter
into the Management Agreement. To be eligible to enter into the Management
Agreement, the Management Entity will be required to obtain any license
required by the MGCB. The decision whether to grant any license to the
Management Entity or any of its employees rests in the sole discretion of the
MGCB, subject to the Gaming Act and related rules, and any grant of a license
cannot be assured. The Management Agreement may contain provisions whereby the
Management Entity shall receive certain shares of New Common Stock. 


	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Restructuring Transactions
 

 



          Except
as otherwise provided in the Plan, at the end of the day on the Effective Date:
(i) all assets other than Litigation Trust Assets of each of the
Non-reorganizing Debtors shall be transferred to Reorganized Casino free and
clear of all Liens, Claims, mortgages, options, rights, encumbrances and
interests of any kind or nature whatsoever, and as soon thereafter as
practicable, each of the Non-reorganizing Debtors shall be dissolved; (ii) each
and every Intercompany Executory Contract shall be rejected; and (iii) each and
every Intercompany Interest shall be retained, except for the Interests in
Holdings, and in each of the Non-reorganizing Debtors, which Interests shall be
canceled as of the Effective Date. 


          On
or prior to the Effective Date, Holders of Allowed Bond Claims will contribute
the portions of their Bonds and their Allowed Bond Claims that will be
exchanged for New Common Stock to Newco, which will be a newly-formed holding
company classified as a corporation for U.S. federal income tax purposes. On or
prior to the Effective Date, Newco will enter into the Exit Facility. In
addition, on or prior to on the Effective Date, each Holder of an Allowed Bond
Claim that has exercised its Subscription Right and each Put Party shall
contribute its purchase price for its Rights Offering Securities to Newco in
exchange for Rights Offering Securities issued by Newco. On the Effective Date,
(i) Newco (or Newco and Newco Sub, a wholly-owned subsidiary corporation of
Newco, to the extent Newco contributes a portion of such proceeds to Newco Sub)
will transfer the proceeds Newco received from the Exit Facility and the Rights
Offering to Reorganized Holdings, which proceeds shall be distributed in
accordance with the Plan, in exchange for a corresponding value of New
Membership Interests of Reorganized Holdings in accordance with Newco and Newco
Sub’s (if applicable) ownership percentages, and (ii) Newco (or Newco and Newco
Sub) will contribute such Bonds and Allowed Bond Claims to Reorganized Holdings
and will receive in exchange a corresponding value of New Membership Interests
of Reorganized Holdings in accordance with Newco and Newco Sub’s (if
applicable) ownership percentages, with respect to the portion of the Allowed
Bond Claims that are to be contributed to Newco for New Common Stock under the
Plan. In the sole discretion of the Put Parties, the transactional steps with
respect to the Holders of Allowed Bond Claims may also be reordered and their
timing changed so that, for example, Holders of Allowed Bond Claims contribute
the relevant portion of their Bonds and Allowed Bond Claims to Reorganized
Holdings in exchange for a corresponding value of New Membership Interests, 


60






and thereafter
contribute such New Membership Interests to Newco in exchange for their
respective shares of New Common Stock (and, if applicable, Newco contributes a
portion of such New Membership Interests to Newco Sub in accordance with their
respective ownership percentages), or Holders of Allowed Bond Claims transfer
the relevant portion of their Bonds and Allowed Bond Claims directly to Newco
Sub in exchange for New Common Stock of Newco. After the Effective Date, Newco
and Newco Sub, if applicable shall own, in the aggregate, 100% of the New
Membership Interests in Reorganized Holdings. Notwithstanding the foregoing,
prior to the issuance of any New Membership Interests of Reorganized Holdings
to Newco and Newco Sub and prior to the cancellation of the pre-existing
Interests in Holdings and consistent with Section 7.1, all Claims against the
Debtors shall be extinguished such that any cancellation of indebtedness income
realized in connection with the Plan will be realized by Holdings and the other
Debtors while Holdings is treated as a partnership for U.S. federal income tax
purposes and owned exclusively by the existing Holders of equity Interests in
Holdings. All such cancellation of indebtedness income as well as all items of
income, gain, loss and deduction recognized by Holdings through the end of the
day on the Effective Date (including with respect to the transfer of the
Litigation Trust Assets, and any other deemed or actual asset transfers
pursuant to the Plan) shall be allocated to the Holders of equity Interests in
Holdings that held such equity Interests immediately prior to the Effective
Date. The existing equity Interests in Holdings will not be cancelled, and the
New Membership Interests in Reorganized Holdings shall not be issued, until the
end of the day on the Effective Date. In furtherance of the foregoing, Cash
will not be transferred to Holdings until after 12:00 p.m. on the Effective
Date. In no event shall Newco, Newco Sub, Holders of Allowed Bond Claims or the
Put Parties be allocated any cancellation of indebtedness income or any other
item of income, gain, loss or deduction that is attributable or related to the
Plan. The tax returns of Reorganized Greektown and the Debtors for the year of
cancellation, including the allocation of items to and among the owners of equity
Interests in Holdings, and all elections relating thereto as well as the tax
characterization of the Restructuring Transactions shall be determined in the
sole discretion of the Put Parties. The Put Parties shall also determine the
relative proportions of Bonds and Allowed Bond Claims, and therefore the
relative percentages of the Holders’ tax basis, attributable to each portion of
the consideration the Holders of Allowed Bondholder Claims receive hereunder.
None of the Debtors or any of the direct or indirect Holders of equity
Interests in the Debtors shall make an election under IRC Section 108(i) with
respect to any cancellation of indebtedness income realized by the Debtors or
such Holders in connection with the Plan. Subject to Section 4.15.2 of the Plan,
each of the Debtors, Holders and Noteholder Plan Proponents agree to file tax
returns and otherwise treat the transactions under the Plan in a manner
consistent with the tax treatment described in Section 4.10.5 of the Plan and
the other provisions of the Plan as determined by the Put Parties. 


	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Cancellation of Existing Equity Interests
 in Holdings and the Non-reorganizing Debtors

 



          Except
as otherwise provided in the Plan, on the Effective Date, all agreements,
Instruments, and other documents evidencing any equity Interest in Holdings or
in any other of the Non-reorganizing Debtors, and any right of any Holder in
respect thereof including any Claim related thereto, shall be deemed cancelled,
discharged, and of no force or effect. 


61










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Litigation Trust
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 General 

 



          On
or before the Effective Date, the Litigation Trust Agreement, in form and
substance reasonably acceptable to each of the Noteholder Plan Proponents,
shall be executed, and all other necessary steps shall be taken to establish
the Litigation Trust and the beneficial interests therein, which shall be for
the benefit of the Holders of Allowed General Unsecured Claims and Allowed Bond
Claims, whether Allowed on or after the Effective Date, and such other
beneficiaries as described in the Litigation Distribution Schedule. In the
event of any conflict between the terms of the Plan and the terms of the
Litigation Trust Agreement, the terms of the Litigation Trust Agreement shall
govern. Such Litigation Trust Agreement may provide powers, duties, and
authorities in addition to those explicitly stated herein, but only to the
extent that such powers, duties, and authorities do not affect the status of
the Litigation Trust as a liquidating trust for United States federal income
tax purposes, or otherwise have material adverse effect on the recovery of
holders of Allowed General Unsecured Claims or Allowed Bond Claims. 


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Purpose of Litigation Trust 

 



          The
Litigation Trust shall be established for the sole purpose of liquidating and
distributing its assets, in accordance with Treasury Regulations section
301.7701-4(d), with no objective to continue or engage in the conduct of a
trade or business. 


	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Fees and Expenses of Litigation Trust 

 



          All
fees, expenses, and costs of the Litigation Trust (including interest on the
Litigation Trust Loan) shall be paid by the Litigation Trust, and Reorganized
Greektown shall not be responsible for any fees, expenses and costs of the
Litigation Trust. 


	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Litigation Trust Loan 

 



          On
the Effective Date, Reorganized Casino shall make the Litigation Trust Loan to
the Litigation Trust. 


          The
Litigation Trust Loan shall be evidenced by a note payable by the Litigation
Trust to Reorganized Casino and such other appropriate documentation to
evidence the Litigation Trust Loan, the forms of which shall be included in the
Plan Supplement and reasonably acceptable in form and substance to the Put
Parties. In the event of any inconsistency between the terms of the Plan and
the terms of such documentation, the terms of such documentation shall control.


          The Litigation Trust Loan shall accrue simple interest at the rate of 8%
annually. The Litigation Trust Loan and accrued interest on that loan shall be paid in
accordance with the Litigation Distribution Schedule. 


	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Litigation Trust Assets 

 



          As
of the Effective Date, the Debtors shall assign and transfer to the Litigation
Trust all of their rights, title and interest in and to the Litigation Trust
Assets for the benefit of the holders 


62






of Allowed
General Unsecured Claims and Allowed Bond Claims, whether Allowed on or after
the Effective Date, and such other beneficiaries as described in the Litigation
Distribution Schedule. Such transfer shall be exempt from any stamp, real
estate transfer, mortgage reporting, sales, use or other similar tax, and shall
be free and clear of any liens, claims and encumbrances, and no other entity,
including the Debtors or Reorganized Debtors (other than Reorganized Casino
with respect to the Litigation Trust Loan), shall have any interest, legal,
beneficial, or otherwise, in the Litigation Trust or the Litigation Trust
Assets upon their assignment and transfer to the Litigation Trust (other than
as provided herein or in the Litigation Trust Agreement); provided, however,
that such assets shall be transferred to the Litigation Trust subject only to
the obligation of the Litigation Trust to make distributions under the
Litigation Distribution Schedule pursuant to Section 4.12.14 of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 Governance of Litigation Trust 

 



          The
Litigation Trust shall be governed by the Litigation Trust Agreement and
administered by the Litigation Trustee. 


	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 Appointment of the Litigation Trustee 

 



          Prior
to the Effective Date, the Creditors’ Committee, with the prior consent of the
other Noteholder Plan Proponents, shall select the Litigation Trustee. The
identity of and contact information for the Litigation Trustee (or proposed
Litigation Trustee, if applicable) shall be set forth in the Litigation Trust
Agreement. In the event the Litigation Trustee dies, is terminated, or resigns
for any reason, a successor shall be designated in accordance with the
Litigation Trust Agreement. 


	
  

 	
  

 	
  

 
	
  

 	
 h.

 	
 The Trust Governing Board 

 



          The
Litigation Trustee shall take direction from a “Trust Governing Board” that
shall initially consist of three (3) directors selected by the Creditors’
Committee with the prior consent of the other Noteholder Plan Proponents. The
identity of the individuals serving (or if applicable to be nominated to serve)
on the Trust Governing Board shall be set forth in the Litigation Trust
Agreement. In the event one of the Trust Governing Board directors dies, is
terminated, or resigns for any reason, a successor shall be designated in
accordance with the Litigation Trust Agreement. 


          Any
fees and expenses of individuals serving on the Trust Governing Board shall be
Litigation Claims Costs. 


          In
all circumstances, the Trust Governing Board shall act in the best interests of
all beneficiaries of the Litigation Trust and in furtherance of the purpose of
the Litigation Trust. 


	
  

 	
  

 	
  

 
	
  

 	
 i.

 	
 Role of the Litigation Trustee 

 



          In
furtherance of and consistent with the purpose of the Litigation Trust and the
Plan, the Litigation Trustee shall (i) hold the Litigation Trust Assets for the
benefit of the holders of Allowed General Unsecured Claims and Allowed Bond
Claims and such other beneficiaries as described in the Litigation Distribution
Schedule, (ii) make distributions of Litigation Claim 


63






Proceeds
pursuant to the Litigation Distribution Schedule as provided herein, and (iii)
have the power and authority to resolve any Avoidance Claims and Unsettled Bond
Avoidance Action Claims, provided, however, Avoidance Claims
other than Unsettled Bond Avoidance Action Claims shall be used solely in the
Claims reconciliation process for Claims reduction, setoff or defensive
purposes, provided further, however, the Litigation
Trustee cannot settle any Avoidance Claims unless the Bankruptcy Court enters
an order approving such settlement pursuant to Rule 9019 of the Bankruptcy
Rules. To the extent that any action has been taken to prosecute or otherwise
resolve any Avoidance Claims prior to the Effective Date by the Debtors, the
Creditors’ Committee, and/or any other party, the Litigation Trustee shall be
substituted for the Debtors, the Creditors’ Committee, and/or the other party
in connection therewith. The Litigation Trustee shall be responsible for all
decisions and duties with respect to the Litigation Trust and the Litigation
Trust Assets. In all circumstances, the Litigation Trustee shall act in the
best interests of all beneficiaries of the Litigation Trust and in furtherance
of the purpose of the Litigation Trust. 


	
  

 	
  

 	
  

 
	
  

 	
 j.

 	
 Litigation Trust Interests 

 



          The
Litigation Trust Interests shall not be certificated and are not transferable. 


	
  

 	
  

 	
  

 
	
  

 	
 k.

 	
 Cash 

 



          The
Litigation Trustee may invest Cash (including any earnings thereon or proceeds
therefrom) as permitted by section 345 of the Bankruptcy Code; provided,
however, that such investments are investments permitted to be made by a
liquidating trust within the meaning of Treasury Regulations section
301.7701-4(d), as reflected therein, or under applicable Internal Revenue
Service guidelines, rulings, or other controlling authorities. 


	
  

 	
  

 	
  

 
	
  

 	
 l.

 	
 Retention of Professionals by the Litigation Trustee
 

 



          The
Litigation Trustee may retain and reasonably compensate counsel and other
professionals, as applicable, to assist in its duties as Litigation Trustee on
such terms as the Litigation Trustee deems appropriate, without Bankruptcy
Court approval, subject to the prior approval of the Trust Governing Board. 


	
  

 	
  

 	
  

 
	
  

 	
 m.

 	
 Compensation of the Litigation Trustee 

 



          The
salient terms of the Litigation Trustee’s employment, including the Litigation
Trustee’s duties and compensation (which compensation shall be negotiated by
the Litigation Trustee), to the extent not set forth in the Plan, shall be set
forth in the Litigation Trust Agreement. The Litigation Trustee shall be
entitled to reasonable compensation in an amount consistent with that of
similar functionaries in similar types of bankruptcy cases. 


	
  

 	
  

 	
  

 
	
  

 	
 n.

 	
 Distribution of Litigation Trust Assets 

 



          As
soon as reasonably practicable in the reasonable discretion of the Litigation
Trustee, the Litigation Trustee shall distribute all Cash on hand (treating as
Cash for purposes of this Section any permitted investments under Section
4.12.11 of the Plan), except such amounts (A) as would be distributable to a
Holder of a Disputed General Unsecured Claim (as of the time of 


64






such
distribution) if such Disputed General Unsecured Claim had been Allowed in the
full amount asserted by the Holder of such Claim prior to the time of such
distribution (but only until such Claim is resolved), which amounts shall be
held in the LT Disputed Claims Reserve, (B) as are reasonably necessary, in the
sole discretion of the Litigation Trustee, to meet contingent liabilities and
to maintain the value of the Litigation Trust during liquidation, (C) to pay
reasonable expenses in the sole discretion of the Litigation Trustee
(including, but not limited to, any taxes imposed on the Litigation Trust or in
respect of the Litigation Trust Assets, including any taxes in respect of LT
Disputed Claims Reserve), and (D) to satisfy other liabilities incurred by the
Litigation Trust in accordance with the Plan or the Litigation Trust Agreement.
The Litigation Trustee shall distribute Cash in accordance with the Litigation
Distribution Schedule. 


          The
Litigation Trustee shall remove funds from the LT Disputed Claims Reserve as
the Disputed General Unsecured Claims are resolved, which funds shall be
distributed in the manner provided for in Section 4.12.14(A) of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 o.

 	
 Federal Income Tax Treatment of Litigation Trust 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)
 Litigation Trust Assets Treated as Owned by Creditors

 



          For
all federal income tax purposes, all parties (including, without limitation,
the Debtors, Reorganized Greektown, the Litigation Trustee, and the holders of
Allowed General Unsecured Claims and Allowed Bond Claims) shall treat the
transfer of the Litigation Trust Assets to the Litigation Trust including any
amounts or other assets subsequently transferred to the Litigation Trust (but
only at such time as actually transferred) for the benefit of the holders of
Allowed General Unsecured Claims and Allowed Bond Claims, whether Allowed on or
after the Effective Date, and such other beneficiaries as described in the
Litigation Distribution Schedule as (A) a transfer of the Litigation Trust
Assets, for all purposes of the Internal Revenue Code of 1986, as amended (including
sections 61(a)(12), 483, 1001, 1012, and 1274), directly to the beneficiaries
of the Litigation Trust, followed by (B) the transfer by such persons to the
Litigation Trust of such Litigation Trust Assets in exchange for beneficial
interests in the Litigation Trust. Accordingly, the holders of Allowed General
Unsecured Claims and Allowed Bond Claims, whether Allowed on or after the
Effective Date, and such other beneficiaries as described in the Litigation
Distribution Schedule shall be treated for federal income tax purposes as the
grantors and owners of their respective shares of the applicable Litigation
Trust Assets. 


	
  

 	
  

 
	
  

 	
 (ii) Tax
 Reporting 

 



          Subject
to definitive guidance from the IRS or a court of competent jurisdiction to the
contrary (including the issuance of applicable Treasury Regulations, the
receipt by the Litigation Trustee of a private letter ruling if the Litigation
Trustee so requests one, or the receipt of an adverse determination by the IRS
upon audit if not contested by the Litigation Trustee), all parties shall treat
the Litigation Trust as a “liquidating trust” in accordance with Treasury
Regulations section 301.7701-4(d), of which the holders of Allowed General
Unsecured Claims and Allowed Bond Claims, whether Allowed on or after the
Effective Date, and such other beneficiaries as described in the Litigation
Distribution Schedule are the grantors and beneficiaries. In the event an
alternative treatment of the Litigation Trust is required for federal income
tax purposes, the Litigation Trustee shall promptly notify in writing (or by
comparable 


65






means) all
holders of beneficial interests in the Litigation Trust, and anyone who
subsequently becomes a Holder, of such alternative treatment. The Litigation
Trustee shall file returns for the Litigation Trust as a grantor trust pursuant
to Treasury Regulations section 1.671-4(a) and in accordance with Section
4.12.15 of the Plan. The Litigation Trustee also shall annually send to each
record Holder of a beneficial interest in the Litigation Trust a separate
statement setting forth such Holder’s share of items of income, gain, loss,
deduction, or credit and shall instruct all such holders to report such items
on their federal income tax returns or to forward the appropriate information
to the beneficial holders with instructions to report such items on their
federal income tax returns. The Litigation Trustee shall also file (or cause to
be filed) any other statements, returns, or disclosures relating to the
Litigation Trust that are required by any governmental unit. Subject to Section
4.12.15(ii)(C) of the Plan, the Litigation Trust’s taxable income, gain, loss,
deduction or credit shall be allocated by reference to the manner in which an
amount of Cash equal to such taxable income would be distributed (without
regard to any restrictions on distribution described in the Plan) if,
immediately prior to the deemed distribution, the Litigation Trust had
distributed all of its other assets (valued at their tax book value) in
accordance with the provisions of the Plan and the Litigation Trust Agreement,
up to the tax book value of the Litigation Trust Assets treated as contributed
by the holders of Allowed General Unsecured Claims and Allowed Bond Claims,
whether Allowed on or after the Effective Date, and such other beneficiaries as
described in the Litigation Distribution Schedule, adjusted for prior taxable
income and loss, and taking into account all prior and concurrent distributions
from the Litigation Trust. Similarly, taxable loss of the Litigation Trust
shall be allocated by reference to the manner in which an economic loss would
be borne immediately after a liquidating distribution of the remaining assets. 


          As
soon as possible after the Effective Date, the Litigation Trustee shall make a
good faith valuation of the value of the Litigation Trust Assets. Such
valuation shall be made available from time to time, to the extent relevant,
and all parties must consistently use such valuation for all federal income tax
purposes. 


          Subject
to definitive guidance from the Internal Revenue Service or a court of
competent jurisdiction to the contrary (including the receipt by the Litigation
Trustee of a private letter ruling if the Litigation Trustee requests one, or
the receipt of an adverse determination by the Internal Revenue Service upon an
audit if not contested by the Litigation Trustee), the Litigation Trustee shall
(1) make an election pursuant to Treasury Regulations section 1.468B-9 to treat
the LT Disputed Claims Reserve as a “disputed ownership fund” within the
meaning of that section; (2) treat as taxable income or loss of the LT Disputed
Claims Reserve, with respect to any given taxable year, the portion of the
taxable income or loss of the Litigation Trust that would have been allocated
to the holders of Disputed General Unsecured Claims had such Claims been
Allowed on the Effective Date (but only for the portion of the taxable year
with respect to which such Claims are unresolved), (3) treat as a distribution
from the LT Disputed Claims Reserve any assets previously allocated to or retained
on account of Disputed General Unsecured Claims as and when, and to the extent,
such claims are subsequently resolved (following which time such assets shall
no longer be held in the LT Disputed Claims Reserve), and (4) to the extent
permitted by applicable law, report consistent with the foregoing for state and
local income tax purposes (including making any appropriate elections). The
holders of Allowed General Unsecured Claims and Allowed Bond Claims, whether
Allowed on or after the Effective Date, and such other beneficiaries as
described in the Litigation Distribution Schedule shall report, for 


66






tax purposes,
consistent with the foregoing. 


          The
Litigation Trustee shall be responsible for payments, out of the Litigation
Trust Assets, of any taxes imposed on the Litigation Trust or the Litigation
Trust Assets, including the LT Disputed Claims Reserve. 


          The
Litigation Trustee may request an expedited determination of taxes of the
Litigation Trust, including the LT Disputed Claims Reserve, under section
505(b) of the Bankruptcy Code, for all returns filed for, or on behalf of, the
Litigation Trust for all taxable periods through the dissolution of the
Litigation Trust (including the LT Disputed Claims Reserve). 


	
  

 	
  

 	
  

 
	
  

 	
 p.

 	
 Dissolution of Litigation Trust 

 



          The
Litigation Trustee and the Litigation Trust shall be discharged or dissolved,
as the case may be, at such time as (i) the Litigation Trustee determines that
the pursuit of additional Avoidance Actions is not likely to yield sufficient
additional Litigation Claims Proceeds to justify further pursuit of such claims
and (ii) all distributions of Litigation Claims Proceeds required to be made by
the Litigation Trustee under the Plan have been made, but in no event shall the
Litigation Trust be dissolved later than five (5) years from the Effective Date
unless the Bankruptcy Court, upon motion made within the six (6) month period
prior to such fifth (5th) anniversary (and, in the event for further extension,
at least six (6) months prior to the end of the preceding extension),
determines that a fixed period extension (not to exceed three (3) years,
together with any prior extensions, without a favorable letter ruling from the
Internal Revenue Service that any further extension would not adversely affect
the status of the Litigation Trust as a liquidating trust for federal income
tax purposes) is necessary to facilitate or complete the recovery on and
liquidation of the Litigation Trust Assets. Upon dissolution of the Litigation Trust,
any remaining Litigation Trust Assets shall be distributed in accordance with
the Litigation Trust Agreement (which shall include the Litigation Distribution
Schedule). 


	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Dissolution of the Creditors’ Committee 

 



          The
Creditors’ Committee shall continue in existence until the Effective Date,
shall continue to exercise those powers and perform those duties specified in
section 1103 of the Bankruptcy Code, and shall perform such other duties as it
may have been assigned by the Bankruptcy Court prior to the Effective Date. On
the Effective Date, the Creditors’ Committee shall be dissolved and its members
shall be deemed released of all of their duties, responsibilities and
obligations in connection with the Chapter 11 Cases or the Plan and its
implementation, and the retention or employment of the Creditors’ Committee’s
attorneys, financial advisors, and other agents shall terminate except as
provided in the Plan. 


          Notwithstanding
the foregoing, after the occurrence of the Effective Date, the Creditors’
Committee shall continue with respect to: (a) claims for compensation for the
Creditors’ Committee’s Professionals; (b) any appeals of the Confirmation
Order; and (c) any adversary proceedings or contested matters pending as of the
Effective Date to which it is a party, including final resolution of any
objections to Claims Filed by the Creditors’ Committee. But the Debtors and
Reorganized Debtors shall have no further obligation to fund, compensate, or
reimburse the Creditors’ Committee for any costs, fees, or expenses incurred
after the Effective 


67






Date, except
for services rendered in connection with applications for allowance of
Professional Claims pending on the Effective Date or filed after the Effective
Date. 


          After
the Effective Date, the Litigation Trustee shall have standing to bring an
action in the Bankruptcy Court to compel payment of the installments payments
of the Unsecured Distribution Fund provided in sections 3.5.2, 3.6.2, 3.7.2,
3.8.2, 3.9.2, and 3.10.2 of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 Additional Restructuring Transactions 

 



          Upon
the occurrence of the Effective Date, subject to the provisions and obligations
set forth in the Plan, and to the extent required under the terms of the Letter
Agreement, the Letter Agreement, Reorganized Greektown may enter into such
other transactions and may take any such actions as Reorganized Greektown may
deem to be necessary or appropriate without the need to provide notice or to
seek approval from the Bankruptcy Court. 


          After
Confirmation, but before the occurrence of the Effective Date, subject to (i)
applicable law and (ii) the provisions of the Plan, the Debtors, at the request
of the Put Parties and, to the extent required under the terms of the Letter
Agreement, the Ad Hoc Lender Group may enter into further or additional
Restructuring Transactions which may include, among other things and without
limitation, a change in the organizational form or the tax treatment of any of
the Debtors or Reorganized Greektown or a change in any of the transactions
described herein (provided that any such change is not inconsistent with the
terms and conditions of the Letter Agreement) or their tax treatment, a sale of
assets by Holdings and/or Casino to a newly-formed entity, or the filing of
registration statements of any or all of the Reorganizing Debtors or Newco or
Newco Sub with the Securities and Exchange Commission and any appropriate state
agency. No further notice or Bankruptcy Court approval of any kind shall be necessary
for any such transactions consistent with the Plan that shall become effective
after the Effective Date. Any additional restructuring transactions may require
the approval of the MGCB. 


	
  

 	
  

 	
  

 
	
  

 	
 14.

 	
 Corporate or Company Action 

 



          Each
of the matters provided for in the Plan involving the organizational structure
of any Debtor or Reorganized Debtor, or Newco or Newco Sub, corporate or
company action to be taken or required of any Debtor or Reorganized Debtor, or
Newco or Newco Sub, and the issuance of the New Common Stock and New Preferred
Stock shall, as of the Effective Date, be deemed to have occurred, and have
been approved and authorized, and shall be effective as provided under the Plan
without the requirement of any further action of any kind by the shareholders,
directors, officers, members, or management board of the Debtors or Reorganized
Debtors. 


	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 Effectuating Documents 

 



          Each
of the chief executive officer and the chief financial officer or any other
officer of the Debtors and, where appropriate, the Disbursing Agent, shall be
and hereby is authorized to execute, deliver, file, or record such contracts,
instruments, releases, indentures, and other agreements or documents, and take
such actions as may be necessary or appropriate on behalf of the Debtors or
Reorganized Debtors to effectuate and further evidence the terms and conditions
of the Plan without further notice to or order, action or approval of the
Debtors’ management board or the Bankruptcy Court. 


68










	
  

 	
  

 	
  

 
	
  

 	
 16.

 	
 Exemption from Taxes 

 



          Pursuant
to section 1146(a) of the Bankruptcy Code, any sale or transfer from a Debtor
or Reorganized Debtor or Newco or Newco Sub to another Debtor or Reorganized
Debtor, or Newco or Newco Sub or to any other Person pursuant to, in
contemplation of, or in connection with the Plan, including the issuance of the
New Common Stock and New Preferred Stock, the transfer, assignment or sale of
real and personal property, the creation, transfer, assignment or recording of
any securities, title documents, bills of sale, leases or subleases, mortgages,
security interests and other Liens and instruments, shall not be subject to any
transfer, sales, use, or stamp, recording or value-added taxes and any other
similar tax, levy, withholding, charge, deduction or governmental assessment to
the fullest extent contemplated by section 1146 of the Bankruptcy Code.
Similarly, any cancellation or discharge of indebtedness income that would
otherwise be realized under any state or local tax on or measured by income by
a Debtor that is treated as a partnership for federal income tax purposes shall
not be realized by such Debtor pursuant to Section 346(j) of the Bankruptcy
Code. The Confirmation Order shall direct the appropriate state or local governmental
officials or agents to forego the collection of any such tax or governmental
assessment and accept for filing and recordation any of the foregoing
instruments or other documents without the payment of any such tax or
governmental assessment. 


	
  

 	
  

 	
  

 
	
  

 	
 17.

 	
 Transfer of Causes of Action 

 



          On
the Effective Date, Reorganized Greektown shall transfer all rights to commence
and pursue, as appropriate, any and all and all Avoidance Actions (except for
Bond Avoidance Action Claims that are settled or waived pursuant to Section
4.20 of the Plan), whether belonging to the Reorganizing Debtors or the
Non-reorganizing Debtors, and whether arising before or after the Petition
Date, to the Litigation Trust. All such Avoidance Claims, along with all rights,
interests and defenses related thereto, shall vest with the Litigation Trust.
In accordance with section 1123(b) of the Bankruptcy Code, except as otherwise
provided in the Plan, the Reorganized Debtors shall retain and may (but are not
required to) enforce all rights to commence and pursue, as appropriate, any and
all Retained Causes of Action, whether belonging to the Reorganizing Debtors or
the Non-reorganizing Debtors, and whether arising before or after the Petition
Date, including, but not limited to, Retained Causes of Action assigned to the
Reorganized Debtors by the Non-Reorganizing Debtors as provided in the Plan.
All such Retained Causes of Action, along with all rights, interests and
defenses related thereto, shall vest with the applicable Reorganized Debtor.
All Retained Causes of Action of the Non-reorganizing Debtors shall be
transferred to, and shall vest in, Reorganized Holdings. 


          Unless
any Cause of Action against a Person is expressly waived, relinquished,
exculpated, released, compromised or settled in the Plan or a Final Order, all
Causes of Action are specifically reserved for later adjudication, including
all Causes of Action belonging to the Non-reorganizing Debtors. Therefore, no
preclusion doctrine, estoppel (judicial, equitable or otherwise) or laches
shall apply to any of the Causes of Action upon, after or as a consequence of
the Confirmation, the Effective Date or Consummation of the Plan. 


          Whether
or not any Retained Cause of Action is pursued or abandoned, Reorganized
Greektown reserve their rights to use any Cause of Action defensively,
including for the 


69






purposes of
asserting a setoff or recoupment, or to object to all or part of any claim
pursuant to section 502(d) of the Bankruptcy Code or otherwise. 


	
  

 	
  

 	
  

 
	
  

 	
 18.

 	
 Settlement or Waiver of Bond Avoidance
 Action Claims 

 



          After
the Confirmation Date but prior to the Effective Date, the Debtors, solely at
the express written direction of the Noteholder Plan Proponents, may settle or
waive any Bond Avoidance Action Claims, and proceeds of any settlement of such
Bond Avoidance Action Claims shall remain in the Estate and be transferred to
and vest in Reorganized Casino on the Effective Date. 


	
  

 	
  

 	
  

 
	
  

 	
 19.

 	
 Payment of Certain Fees and Expenses 

 



          On
the Effective Date, Reorganized Greektown shall pay all reasonable fees and
expenses of all counsel and financial advisors to the Put Parties and to the Ad
Hoc Lender Group, and to the Indenture Trustee that have not been previously
paid by the Debtors. Also on the Effective Date, Reorganized Greektown shall
pay all reasonable fees and expenses of the Indenture Trustee, any fees and
amounts payable to parties to the Letter Agreement and the Purchase and Put
Agreement pursuant to the terms of such agreements that have not been
previously paid by the Debtors, and any fees of the Rights Offering Agent that
have not been previously paid by the Debtors. 


	
  

 	
  

 	
  

 
	
  

 	
 20.

 	
 Direct Equity Purchase. 

 



          On
the Effective Date, subject to the terms and conditions contained in the
Purchase and Put agreement, Sola Ltd and Solus Core Opportunities Master Fund
Ltd will consummate the Direct Equity Purchase. 


	
  

 	
  

 	
  

 
	
 G.

 	
 Provisions Governing Distributions 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Distribution on Claims Allowed as of the
 Effective Date 

 



          Except
as otherwise provided for in the Plan or this Disclosure Statement, as agreed
by the relevant parties, or ordered by the Bankruptcy Court, distributions on
account of Claims Allowed on or before the Effective Date under the Plan shall
be made on the Distribution Date; provided,
however, that Allowed Administrative Claims with respect to
liabilities incurred by the Debtors in the ordinary course of business during
the Chapter 11 Cases or assumed by the Debtors prior to the Effective Date
shall be paid or performed in the ordinary course of business in accordance
with the terms and conditions of any controlling agreements, course of dealing,
course of business, or industry practice. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 No Interest on Disputed Claims 

 



          Unless
otherwise specifically provided for in the Plan, the Confirmation Order, the
DIP Facility Order, or as otherwise required by section 506(b) of the
Bankruptcy Code, interest shall not accrue or be paid on Claims, and no Holder
of any Claim shall be entitled to interest accruing on or after the Petition
Date on any Claim, right, or Interest. Additionally, and without limiting the
foregoing, interest shall not accrue or be paid on any Disputed Claim in
respect of the period from the Effective Date to the date a final distribution
is made when and if such Disputed Claim becomes an Allowed Claim. 


70










	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Disbursing Agent 

 



          The
Disbursing Agent or the Litigation Trustee, as applicable, shall make all
distributions required under the Plan. The Debtors and Reorganized Greektown,
as applicable, have the authority, in their sole discretion, to enter into
agreements with one or more Disbursing Agents to facilitate the distributions
required under the Plan or to not engage a Disbursing Agent. As a condition to
serving as a Disbursing Agent, a Disbursing Agent must: (a) affirm its
obligation to promptly distribute any documents; (b) affirm its obligation to
promptly distribute any recoveries or distributions required under the Plan;
and (c) waive any right or ability to setoff, deduct from, or assert any Lien
or encumbrance against the distributions required under the Plan that are to be
distributed by such Disbursing Agent. Reorganized Greektown will reimburse any
Disbursing Agent for reasonable and necessary services performed by it
(including reasonable attorneys’ fees and documented out-of-pocket expenses) in
connection with the making of distributions under the Plan to Holders of
Allowed Claims or Allowed Interests, without the need for the filing of an
application with, or approval by, the Bankruptcy Court. The Disbursing Agent
must submit detailed invoices to the Debtors or Reorganized Greektown, as
applicable, for all fees and expenses for which the Disbursing Agent seeks
reimbursement and the Debtors or Reorganized Greektown, as applicable, will pay
those amounts that they, in their sole discretion, deem reasonable, and will
object in writing to those fees and expenses, if any, that the Debtors or
Reorganized Greektown, as applicable, deem to be unreasonable. To the extent
that there are any disputes that the reviewing parties are unable to resolve
with the Disbursing Agent, the reviewing parties will report to the Bankruptcy
Court as to whether there are any unresolved disputes regarding the
reasonableness of the Disbursing Agent’s (and their attorneys’) fees and
expenses. Any such unresolved disputes may be submitted to the Bankruptcy Court
for resolution. 


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Distribution of Unsecured Distribution Fund. 

 



          The
Disbursing Agent shall, after receiving each installment payment of the
Unsecured Distribution Amount, establish reserves for Disputed Claims pursuant
to Section 8.9.3 of the Plan. As soon as practicable thereafter, the Disbursing
Agent shall distribute remaining funds in the Unsecured Distribution Fund to
the Holders of Allowed General Unsecured Claims in the General Unsecured
Classes pursuant to Sections 3.5 through 3.10 of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Surrender of Securities or Instruments 

 



          On
or before the Distribution Date, or as soon as practical after the Distribution
Date, each Holder of an Instrument must surrender the Instrument to the
Disbursing Agent, and the Instrument will be cancelled (automatically on the
Effective Date and without regard to surrender) solely with respect to the
Debtors and such cancellation shall not alter the obligations or rights of any
non-Debtor third parties vis-a-vis one another to such Instruments; provided,
however, that this paragraph does not apply to any Claims Reinstated
pursuant to the terms of the Plan. In the event an Instrument has been lost,
stolen, destroyed, or is otherwise unavailable, the Holder of a Claim shall, in
lieu of surrendering the Instrument, execute an affidavit of loss setting forth
the unavailability of the Instrument and provide indemnity reasonably
satisfactory to the Disbursing Agent to hold the Disbursing Agent harmless from
any liabilities, damages, and costs incurred in treating the Holder as a Holder
of an Allowed Claim. The acceptance of the affidavit of loss and indemnity by
the Disbursing Agent shall be deemed, for all purposes 


71






pursuant to
the Plan, to be a surrender of the Instrument. No distribution of property
under the Plan shall be made to or on behalf of any such Holder unless and
until such Instrument is received by the Disbursing Agent or the unavailability
of such Instrument is reasonably established to the satisfaction of the
Disbursing Agent. Any Holder who fails to surrender or cause to be surrendered
such Instrument, or fails to execute and deliver an affidavit of loss and
indemnity reasonably satisfactory to the Disbursing Agent before the first
anniversary of the Effective Date, shall be deemed to have forfeited all rights
and Claims in respect of such Instrument and shall not participate in any distribution
under the Plan, and all property in respect of such forfeited distribution,
including any dividends or interest attributable thereto, shall revert to
Reorganized Greektown notwithstanding any federal or state escheat laws to the
contrary. 


          On
the close of business on the Effective Date, the transfer ledgers for the Bonds
shall be closed, and there shall be no further changes in the record holders of
any Bonds. The Debtors and the Indenture Trustee shall have no obligation to recognize
any transfer of the Bonds occurring after the Effective Date. The Debtors and
the Indenture Trustee shall be entitled instead to recognize and deal for all
purposes hereunder with only those record holders stated on the transfer
ledgers of the Indenture Trustee as of the close of business on the Effective
Date. 


          On
the Effective Date, the Indenture shall be deemed canceled, terminated, and of
no further force or effect. Notwithstanding the foregoing, such cancellation of
the Indenture shall not impair the rights of holders of the Bonds to receive
distributions on account of such Allowed Bond Claims pursuant to the Plan, nor
shall such cancellation impair the rights and duties under the Indenture as
between the Indenture Trustee and holders of Allowed Bond Claims. 


          Upon
the performance by the Indenture Trustee required hereunder, the Indenture
Trustee, and its successors and assigns, shall be relieved of all obligations
associated with the Indenture. 


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Delivery of Distributions in General 

 



          Except
as otherwise provided in the Plan, and notwithstanding any authority to the
contrary, distributions to Holders of Allowed Claims shall be made by the
Disbursing Agent or the Litigation Trustee (a) at the addresses set forth on
the Proofs of Claim Filed by such Holders of Claims or Interests (or at the
last known addresses of such Holders of Claims or Interests if no Proof of
Claim is Filed or if the Debtors have been notified in writing of a change of
address), (b) at the addresses set forth in any written notices of address
changes delivered to the Disbursing Agent or Litigation Trustee after the date
of any related Proof of Claim, (c) at the addresses reflected in the Schedules
if no Proof of Claim has been Filed and the Disbursing Agent or Litigation
Trustee has not received a written notice of a change of address, or (d) on any
counsel that has appeared in the Chapter 11 Cases on the Holder’s behalf. If
any distribution to a Holder of a Claim is returned as undeliverable, no
further distributions to such Holder shall be made unless and until the
Disbursing Agent or the Litigation Trustee is notified of such Holder’s then
current address, at which time all missed distributions shall be made to such
Holder without interest. Amounts in respect of undeliverable distributions
shall be returned to Reorganized Greektown or Litigation Trust, as applicable,
until such distributions are claimed. All claims for undeliverable
distributions shall be made on or before the later of (i) the first anniversary
of the Effective Date or (ii) six months after such Holders’ Claim becomes an
Allowed Claim. After such date, all unclaimed property shall revert to
Reorganized Greektown. 


72






Upon such
reversion, the Claim of any Holder of a Claim and its successors and assigns
with respect to such property shall be discharged and forever barred
notwithstanding any federal or state escheat laws to the contrary. The Debtors,
Reorganized Greektown, the Disbursing Agent, and the Litigation Trustee, as
applicable, shall not incur any liability whatsoever on account of any
distributions under the Plan except for gross negligence or willful misconduct.



	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Compliance with Tax Requirements and
 Allocations 

 



          In
connection with the Plan, to the extent applicable, Reorganized Greektown, the
Disbursing Agent and the Litigation Trustee shall comply with all tax
withholding and reporting requirements imposed on them by any Governmental
Unit, and all distributions pursuant to the Plan shall be subject to such withholding
and reporting requirements. Notwithstanding any provision in the Plan to the
contrary, Reorganized Greektown, the Disbursing Agent, and the Litigation
Trustee shall be authorized to take all actions necessary or appropriate to
comply with such withholding and reporting requirements, including liquidating
a portion of the distribution to be made under the Plan to generate sufficient
funds to pay applicable withholding taxes, withholding distributions pending
receipt of information necessary to facilitate such distributions, or
establishing any other mechanisms they believe are reasonable and appropriate.
Reorganized Greektown reserves the right, in its sole discretion, to allocate
all distributions made under the Plan in compliance with all applicable wage
garnishments, alimony, child support, other spousal awards, Liens, and
encumbrances 


	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Distributions for Tax Purposes 

 



          For
tax purposes, distributions in full or partial satisfaction of Allowed Claims
shall be allocated first to the principal amount of Allowed Claims, with any
excess allocated to unpaid interest that accrued on such Claims. 


	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Distributions with Respect to Disputed
 Claims

 






	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Payments and Distributions on Disputed Claims 

 



          Except
as otherwise provided in the Plan, ordered by the Bankruptcy Court, or as
agreed to by the relevant parties, distributions under the Plan on account of
Disputed Claims that become Allowed after the Effective Date shall be made on
the first Periodic Distribution Date that is at least thirty (30) days after
the Disputed Claim becomes an Allowed Claim, or in accordance with the
Litigation Trust Agreement, as applicable; provided, however,
that Disputed Administrative Claims with respect to liabilities incurred by the
Debtors in the ordinary course of business during the Chapter 11 Cases or
assumed by the Debtors on or before the Effective Date that become Allowed
after the Effective Date shall be paid or performed in the ordinary course of
business in accordance with the terms and conditions of any controlling
agreements, course of dealing, course of business, or industry practice. 


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 No Distributions Pending Allowance 

 



          Notwithstanding
any provision otherwise in the Plan and except as otherwise agreed by the relevant
parties: (a) no payments or distributions shall be made with respect to all or
any portion of a Disputed Claim unless and until all such disputes in
connection with such Disputed Claim have been resolved by settlement or Final
Order and the Disputed Claim has become an 


73






Allowed Claim;
and (b) any Person that holds both an Allowed Claim and a Disputed Claim shall
not receive any distribution on the Allowed Claim unless and until all
objections to the Disputed Claim have been resolved by settlement or Final
Order and the Claims have been Allowed. All distributions made pursuant to the
Plan on account of an Allowed Claim shall be made together with any dividends,
payments, or other distributions made on account of, as well as any obligations
arising from, the distributed property as if such Allowed Claim had been an
Allowed Claim on the dates distributions were previously made to Holders of
Allowed Claims included in the applicable Class. 


	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Distribution Reserves 

 



          On
the Effective Date, the Disbursing Agent shall establish one or more
distribution reserves for the purpose of effectuating distributions to Holders
of Disputed Claims pending the allowance or disallowance of such Claims in
accordance with the Plan in their sole discretion. Reorganized Greektown may
request estimation for any Disputed Claim that is contingent or unliquidated
(but is not required to do so). Also on the Effective Date, the LT Disputed
Claims Reserve shall be established in accordance with the Litigation Trust Agreement.



	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 No Recourse to Debtors or Reorganized Debtors 

 



          Any
Disputed Claim that ultimately becomes an Allowed Claim shall be entitled to
receive its applicable distribution under the Plan solely from the distribution
reserve established on account of such Disputed Claim, or in accordance with
the Litigation Trust Agreement, as applicable. In no event shall any Holder of
a Disputed Claim have any recourse with respect to distributions made, or to be
made, under the Plan to Holders of such Claims to any Debtor or Reorganized
Debtor or Newco or Newco Sub on account of such Disputed Claim, regardless of
whether such Disputed Claim shall ultimately become an Allowed Claim, or
regardless of whether sufficient property remains available for distribution in
the applicable distribution reserve established on account of such Disputed
Claim at the time such Claim becomes entitled to receive a distribution under
the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Fractional Payments 

 



          No
fractional shares of New Common Stock will be issued or distributed under the
Plan. Each Person entitled to receive New Common Stock will receive the total
number of whole shares of New Common Stock to which such Person is entitled.
Whenever distributions to a Person would otherwise call for distribution of a
fraction of a share of New Common Stock, the actual distribution of shares of
such New Common Stock will be rounded to the next higher or lower whole number
with fractions of less than or equal to one-half being rounded to the next lower
whole number. The total number or shares of New Common Stock will be adjusted
as necessary to account for the rounding provided herein. Any other provision
of the Plan notwithstanding, neither Reorganized Greektown nor the Litigation
Trust will be required to make distributions or payments of fractions of
dollars. Whenever any payment of a fraction of a dollar under the Plan would
otherwise be called for, the actual payment made will reflect a rounding of
such fraction to the nearest whole dollar (up or down), which half dollars
being rounded down. 


74










	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 Failure to Present Checks 

 



          Checks
issued by a Disbursing Agent or the Litigation Trust on account of Allowed
Claims shall be null and void if not negotiated within 120 days after the issuance
of such check. In an effort to ensure that all Holders of Allowed Claims
receive their allocated distributions, no later than 120 days after the
issuance of such checks, Reorganized Greektown and the Litigation Trustee shall
File with the Bankruptcy Court a list of the Holders of any un-negotiated
checks. This list shall be maintained and updated periodically in the sole
discretion of Reorganized Greektown and the Litigation Trustee for as long as
the Debtors’ Chapter 11 Cases stay open. Requests for reissuance of any check
shall be made directly to the Disbursing Agent or Litigation Trustee by the
Holder of the relevant Allowed Claim with respect to which such check
originally was issued. Any Holder of an Allowed Claim holding an un-negotiated
check that does not request reissuance of such un-negotiated check within 180
days after the date of mailing or other delivery of such check shall have its
Claim for such un-negotiated check discharged and expunged and be discharged
and forever barred, estopped, and enjoined from asserting any such Claim
against Reorganized Greektown, the Litigation Trust, or their property. In such
cases, any Cash held for payment on account of such Claims shall be deemed
unclaimed property under section 347(b) of the Bankruptcy Code and become
property of Reorganized Greektown or the Litigation Trust, as applicable, free
of any Claims of such Holder with respect thereto. Nothing contained herein
shall require Reorganized Greektown or Litigation Trustee to attempt to locate
any Holder of an Allowed Claim. 


	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Manner of Payment Under the Plan 

 



          Any
payment in Cash to be made pursuant to the Plan shall be made at the election
of Reorganized Greektown, the Disbursing Agent, or the Litigation Trustee, as
applicable, by check or by wire transfer. 


	
  

 	
  

 	
  

 
	
 H.

 	
 Settlement, Release, Injunction, and Related Provisions 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Claim Discharge and Interest Termination 

 



          Pursuant
to section 1141(d) of the Bankruptcy Code, except as otherwise specifically
provided in the Plan or in the Confirmation Order or under the terms of the
documents evidencing and order approving the Exit Facility, Confirmation of the
Plan and the distributions and rights that are provided in the Plan shall be in
complete satisfaction, discharge, and release, effective as of the Confirmation
Date, of all Claims and causes of action, whether known or unknown, against,
liabilities of, obligations of, rights against, and Interests in the Debtors or
any of their assets or properties, regardless of whether any property shall
have been distributed or retained pursuant to the Plan on account of such
Claims, rights, and Interests, including, but not limited to, Claims and
Interests that arose before the Effective Date, any liability (including
withdrawal liability) to the extent such Claims relate to services performed by
employees of the Debtors prior to the Petition Date and that arise from a
termination of employment or a termination of any employee or retiree benefit
program, regardless of whether such termination occurred prior to or after the
Effective Date, all debts of the kind specified in sections 502(g), 502(h), or
502(i) of the Bankruptcy Code, in each case whether or not (a) a Proof of Claim
based upon such Claim, debt, right, or Interest is Filed or deemed Filed under
section 501 of the Bankruptcy Code, (b) a Claim or Interest based upon such
Claim, debt, right, or Interest is 


75






Allowed under
section 502 of the Bankruptcy Code, or (c) the Holder of such a Claim, right,
or Interest accepted the Plan, The Confirmation Order shall be a judicial
determination of the discharge of all Claims against and Interests in the
Debtors, subject to the occurrence of the Effective Date. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Subordinated Claims 

 



          Pursuant
to section 510 of the Bankruptcy Code, the Reorganized Debtor reserves the
right to re-classify any Allowed Claim or Allowed Interest in accordance with
any contractual, legal, or equitable subordination relating thereto. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Releases 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Release By Debtor Released Parties of Released Parties 

 



          Pursuant
to section 1123(b)(3) of the Bankruptcy Code, effective as of the Effective
Date, each Debtor, in its individual capacity and as a debtor in possession for
and on behalf of its Estate, and each other Debtor Released Party automatically
and without further notice, consent or order shall be deemed to have, and shall
have, conclusively, absolutely, unconditionally, irrevocably, and forever
released and discharged all Released Parties (subject only to the limitations
of this section) for and from any and all claims or Causes of Action existing
from the beginning of time through the Effective Date in any manner arising
from, based on, or relating to, in whole or in part, the Exculpated Claims, the
Debtors, the subject matter of, or the transactions or events giving rise to,
any Claim or Interest that is treated in the Plan, the business or contractual
arrangements between any Debtors and any Released Party, the restructuring of
Claims and Interests prior to or in the Chapter 11 Cases, or any act, omission,
occurrence, or event in any manner relating to any such Claims, Interests,
restructuring, a Restructuring Transaction or the Chapter 11 Cases; provided,
however, that the Debtors or Reorganized Greektown may assert any
Retained Actions against the Released Parties solely for defensive purposes to
defend against Claims asserted by the Released Parties against the Debtors or
Reorganized Greekown (but such Retained Actions shall not be assignable except
as assigned pursuant to the Plan), provided further, however,
that nothing contained herein is intended to operate as a release of any
potential claims based upon gross negligence or willful misconduct or Claims
that are included within Litigation Trust Assets. 


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Releases by Holders of Claims and Interests 

 



          Except
as otherwise provided in the Plan on or after the Effective Date, Holders of
Claims and Interests shall be deemed to have conclusively, absolutely,
unconditionally, irrevocably, and forever released and discharged the Released
Parties from any and all claims, interests, obligations, rights, suits,
damages, causes of action, remedies, and liabilities whatsoever, including
Exculpated Claims, any derivative claims asserted on behalf of any Debtor,
whether known or unknown, foreseen or unforeseen, existing or hereafter
arising, in law, equity or otherwise, that such Person would have been entitled
to assert (whether individually or collectively), based on or relating to, or
in any manner arising from, in whole or in part, the Debtors, the Debtors’
restructuring, a Restructuring Transaction, the Debtors’ Chapter 11 Cases, the
purchase, sale, or rescission of the purchase or sale of any security of the
Debtors, the subject matter of, or the transactions or events giving rise to,
any Claim or Interest that is treated in the 


76






Plan, the
business or contractual arrangements between any Debtor and any Released Party,
the restructuring of Claims or Interests prior to or in the Chapter 11 Cases,
the negotiation, formulation, or preparation of the Plan and Disclosure
Statement, or related agreements or other documents, instruments, the
Debtor/Lender Plan and Debtor/Lender Disclosure Statement, or related
agreements or other documents, upon any other act or omission, transaction,
agreement, event, or other occurrence taking place on or before the Effective
Date; provided, however, that nothing contained herein is
intended to operate as a release of any potential claims based upon gross
negligence or willful misconduct, of Retained Actions, or of Litigation Trust
Assets; provided further, however, that Section 7.3 of the
Plan shall not release any Released Party from any Cause of Action held by a
Governmental Unit existing as of the Effective Date based on (i) the IRC or
other domestic state, city, or municipal tax code; (ii) the environmental laws
of the United States or any domestic state, city or municipality; (iii) any
criminal laws of the United States or any domestic state, city or municipality;
(iv) the Exchange Act, the Securities Act, or other securities laws of the
United States or any domestic state, city or municipality; (v) the ERISA; or
(vi) the Michigan Gaming Control and Revenue Act, MCL 432.201, et seq., as
amended, or the regulations promulgated thereunder. 


	
 

	
 

	
 


	
 

	
4.

	
Exculpation 





          Except
as otherwise provided in the Plan, effective as of the Effective Date, no
Released Party shall have or incur, and each Released Party is released and
exculpated from, any Claim, obligation, cause of action, or liability for any
Exculpated Claim, except for gross negligence or willful misconduct, but in all
respects such Released Parties shall be entitled to reasonably rely upon the
advice of counsel with respect to their duties and responsibilities pursuant to
the Plan. The Released Parties have, and on the Effective Date shall be deemed
to have, participated in compliance with the applicable provisions of the
Bankruptcy Code with regard to the distributions made pursuant to the Plan, and
therefore are not, and on account of such distributions, shall not be, liable
at any time for the violation of any applicable law, rule, or regulation
governing the solicitation of acceptances or rejections of the Plan or such
distributions made pursuant to the Plan. 


	
 

	
 

	
 


	
 

	
5.

	
Injunction 





          Except
as provided in the Plan or the Confirmation Order, as of the Confirmation Date,
all Persons that have held, currently hold, or may hold Claims or Interests
that have been discharged or terminated pursuant to the terms of the Plan,
including, without limitation, Article VII thereof, are permanently enjoined
from taking any of the following actions against any of the Debtor Released
Parties, or their property on account of any such discharged Claims, debts,
liabilities, or terminated Interests or rights: (i) commencing or continuing,
in any manner or in any place, any action or other proceeding; (ii) enforcing,
attaching, collecting or recovering in any manner any judgment, award, decree,
or order; (iii) creating, perfecting, or enforcing any Lien or encumbrance;
(iv) asserting a setoff, right of subrogation or recoupment of any kind against
any debt, liability, or obligation due to the Debtors; and (v) commencing or
continuing any action in any manner, in any place that does not comply, or is
consistent, with the provisions of the Plan. 


77










	
 

	
 

	
 


	
 

	
6.

	
Protections Against Discriminatory
Treatment 





          Consistent
with section 525 of the Bankruptcy Code and the Supremacy Clause of the United
States Constitution, all Persons, including Governmental Units, shall not
discriminate against Reorganized Greektown or deny, revoke, suspend, or refuse
to renew a license, permit, charter, franchise, or other similar grant to,
condition such a grant to, discriminate with respect to such a grant against,
Reorganized Greektown, or other Persons with whom the Reorganized Greektown has
been associated, solely because one or more of the Debtors has been a debtor
under chapter 11 of the Bankruptcy Code, has been insolvent before the
commencement of the Chapter 11 Cases (or during the Chapter 11 Cases but before
the Debtors are granted or denied a discharge), or has not paid a debt that is
dischargeable in the Chapter 11 Cases. 


	
 

	
 

	
 


	
 

	
7.

	
Setoffs 





          Except
as otherwise expressly provided for in the Plan, each Reorganized Debtor, Newco
or Newco Sub pursuant to the Bankruptcy Code (including section 553 of the
Bankruptcy Code), applicable non-bankruptcy law, or as may be agreed by the
Holder of a Claim, may setoff against any Allowed Claim and the distributions
to be made pursuant to the Plan on account of such Allowed Claim (before any
distribution is made on account such Allowed Claim), any Claims, rights, and
Causes of Action of any nature that such Debtor or Reorganized Debtor, Newco or
Newco Sub, as applicable, may hold against the Holder of such Allowed Claim, to
the extent such Claims, rights, or Causes of Action against such Holder have
not been otherwise compromised or settled on or prior to the Effective Date
(whether pursuant to the Plan or otherwise); provided,
however, that neither the failure to effect such a setoff nor the
allowance of any Claim pursuant to the Plan shall constitute a waiver or
release by such Reorganized Debtor, Newco or Newco Sub of any such Claims,
rights, and Causes of Action that such Reorganized Debtor, Newco or Newco Sub
may possess against such Holder. In no event shall any Holder of Claims be
entitled to setoff any Claim against any Claim, right, or Cause of Action of
the Debtors or Reorganized Debtor, Newco or Newco Sub, as applicable, unless
such Holder has Filed a motion with the Bankruptcy Court requesting the
authority to perform such setoff on or before the Confirmation Date, and
notwithstanding any indication in any Proof of Claim or otherwise that such
Holder asserts, has, or intends to preserve any right of setoff pursuant to section
553 of the Bankruptcy Code or otherwise. 


	
 

	
 

	
 


	
 

	
8.

	
Recoupment





          In
no event shall any Holder of a Claim or Interest be entitled to recoup any
Claim or Interest against any Claim, right, or Cause of Action of the Debtors
or the Reorganized Debtor or Newco or Newco Sub, as applicable, unless such
Holder actually has performed such recoupment and provided notice thereof in
writing to the Debtors on or before the Confirmation Date, notwithstanding any
indication in any Proof of Claim or otherwise that such Holder asserts, has, or
intends to preserve any right of recoupment. 


	
 

	
 

	
 


	
 

	
9.

	
Lien Release 





          Except
as otherwise provided in the Plan or in any contract, instrument, release, or
other agreement or document created pursuant to the Plan, on the Effective Date
and concurrently with the applicable distributions made pursuant to Articles
III and VIII of the Plan, or with respect to the Pre-petition Lenders, the
payment in full of the Claims of the Pre-petition Lenders, all 


78






mortgages, deeds
of trust, Liens, pledges, or other security interests against any property of
the Estates shall be fully released and discharged, and all of the right,
title, and interest of any Holder of such mortgages, deeds of trust, Liens,
pledges, or other security interests shall revert to the Reorganized Greektown
and its successors and assigns. 


	
 

	
 

	
 


	
 

	
10.

	
Document Retention 





          On and after
the Effective Date, Reorganized Greektown may maintain documents in accordance
with their current document retention policy, as may be altered, amended,
modified, or supplemented by Reorganized Greektown. 


	
 

	
 

	
 


	
 

	
11.

	
Reimbursement or Contribution 





          If
the Bankruptcy Court disallows a Claim for reimbursement or contribution of a
Person pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the
extent that such Claim is contingent as of the time of allowance or
disallowance, such Claim shall be forever disallowed and expunged
notwithstanding section 502(j) of the Bankruptcy Code, unless before the
Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or
(2) the relevant Holder of a Claim has Filed a non-contingent Proof of Claim on
account of such Claim and a Final Order has been entered before the
Confirmation Date determining such Claim as no longer contingent 


	
 

	
 

	
 


	
 

	
12.

	
Exclusions and Limitations on Exculpation
and Releases 





          Notwithstanding
anything in the Plan to the contrary, no provision of the Plan or the
Confirmation Order, including, without limitation, any exculpation or release
provision, shall modify, release, or otherwise limit the liability of any
Person not specifically released under the Plan, including, without limitation,
any Person who is a co-obligor or joint tortfeasor of a Released Party or who
is otherwise liable under theories of vicarious or other derivative liability. 


	
 

	
 


	
I.

	
Allowance and Payment of Certain Administrative Claims 








	
 

	
 

	
 


	
 

	
1.

	
Professional Claims








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
a.

	
Final Fee Applications 





          All
final requests for payment of Professional Claims and requests for
reimbursement of expenses of members of any official committee must be Filed no
later than the Administrative Claims Bar Date. After notice and a hearing in
accordance with the procedures established by the Bankruptcy Code and prior
orders of the Bankruptcy Court, the Allowed Amount of such Professional Claims
and expenses shall be determined by the Bankruptcy Court. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
b.

	
Payment of
Professional Claims





          Reorganized
Greektown shall pay all unpaid portions of Allowed Professional Claims within
thirty (30) days of entry of a Final Order Allowing such Claims. Any
Professional may request that Reorganized Greektown provide adequate assurance
of payment of Allowed Professional Claims. To the extent Reorganized Greektown
and any such Professional cannot agree on the form of such adequate assurance,
the Court shall determine upon motion by such Professional the form of such
adequate assurance, if any is necessary. 


79










	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
c.

	
Post-Effective
Date Retention





          On
the Effective Date, any requirement that Professionals comply with sections 327
through 331 of the Bankruptcy Code in seeking retention or compensation for
services rendered after such date or to make any disclosures pursuant to
Bankruptcy Rules 2014 and 2016 shall terminate, and Reorganized Greektown shall
employ and pay Professionals in the ordinary course of business. 


	
 

	
 

	
 


	
 

	
2.

	
Substantial Contribution Compensation and
Expenses Bar Date 





          Any
Person who requests compensation or expense reimbursement for making a
substantial contribution in the Chapter 11 Cases pursuant to sections
503(b)(3), (4), and/or (5) of the Bankruptcy Code shall File an application
with the clerk of the Bankruptcy Court on or before the Administrative Claims
Bar Date or be forever barred from seeking such compensation or expense
reimbursement. The Bankruptcy Court shall determine any timely Filed request
for compensation or expense reimbursement made under Section 2.5 of the Plan,
and Reorganized Greektown shall pay any amount determined to be owed within
thirty (30) days of entry of a Final Order approving such payment. 


	
 

	
 

	
 


	
 

	
3.

	
DIP Facility Claims 





          On
the Effective Date (or as soon as practicable thereafter), all Allowed DIP
Facility Claims shall be paid in full in Cash or otherwise satisfied in a
manner acceptable to such Holders of DIP Facility Claims in accordance with the
terms of the DIP Facility and the DIP Credit Agreement. Upon compliance with
the preceding sentence, all Liens and security interests granted to secure the
obligations under the DIP Credit Agreement shall be deemed cancelled and shall
be of no further force and effect. 


	
 

	
 

	
 


	
 

	
4.

	
Other Administrative Claims 





          All
other requests for payment of an Administrative Claim (other than as set forth in
Section 2.4 or 2.5 of the Plan) must be Filed with the Bankruptcy Court on or
before the Administrative Claims Bar Date. Any Administrative Claim that (i)
was required to be Filed before the Bar Date pursuant to the Bar Date Order,
and (ii) was not so filed, shall be a Disallowed Claim. Any request for payment
of an Administrative Claim pursuant to Section 2.7 of the Plan that is not
Filed before the Administrative Claims Bar Date shall be disallowed and forever
barred without the need for any objection. The Debtors or Reorganized Greektown
may settle an Administrative Claim without further Bankruptcy Court approval.
Unless an objection to an Administrative Claim is Filed within ninety (90) days
of the Administrative Claims Bar Date (unless such objection period is extended
by the Bankruptcy Court), such Administrative Claim shall be deemed Allowed in
the amount requested. In the event that an objection to an Administrative Claim
is filed, the Bankruptcy Court shall determine the Allowed Amount of such Administrative
Claim. Notwithstanding the foregoing, no request for payment of an
Administrative Claim need be Filed with respect to an Administrative Claim that
has been previously paid in the ordinary course of business. 


80










	
 

	
 

	
 


	
J.

	
Confirmation and Consummation of the Plan 


	
 

	
 

	
 


	
 

	
1.

	
Conditions Precedent to Confirmation 





          The
following are conditions precedent to confirmation of the Plan that may be
satisfied or waived in writing in accordance with Section 6.3 of the Plan: 


	
 

	
 

	
 


	
•

	
The
Confirmation Order, the Plan, and all exhibits and annexes to each of the
Plan and the Confirmation Order shall be in form and substance acceptable to
each of the Noteholder Plan Proponents, and, solely with respect to the
Confirmation Order, reasonably acceptable to the Ad Hoc Lender Group. 


	
 

	
 


	
•

	
The
Confirmation Order shall have been entered by the Bankruptcy Court on or
prior to January 31, 2010 (or, in the event that a third party files a
competing plan of reorganization, March 31, 2010), unless such date is
extended or waived pursuant to Section 6.3 of the Plan; provided, however
that the failure of the Bankruptcy Court to enter the Confirmation Order on
or prior to January 31, 2010 or March 31, 2010, as applicable, is not
directly caused by any action or inaction on the part of any member of the Ad
Hoc Lender Group. 


	
 

	
 

	
 


	
 

	
2.

	
Conditions Precedent to Consummation 





          The
following are conditions precedent to Consummation, each of which may be
satisfied or waived in writing in accordance with Section 6.3 of the Plan: 


	
 

	
 


	
•

	
The
conditions precedent to the effectiveness of the Exit Facility and the
Purchase and Put Agreement are satisfied or waived in accordance with the
terms thereof by the parties thereto and Reorganized Greektown has access to
funding under the Exit Facility and access to the proceeds of the Rights
Offering, the Put Agreement, and the Direct Equity Purchase; 


	
 

	
 


	
•

	
The
Confirmation Order, with the Plan and all exhibits and annexes to each, in
form and substance reasonably satisfactory to the Noteholder Plan Proponents,
and, solely with respect to the Confirmation Order, reasonably acceptable to
the Ad Hoc Lender Group, shall have been entered by the Bankruptcy Court and
shall be a Final Order. 


	
 

	
 


	
•

	
All actions,
documents and agreements necessary to implement the Plan shall be in form and
substance satisfactory to the Noteholder Plan Proponents, and, to the extent
required under the Letter Agreement, the Ad Hoc Lender Group, and shall have
been effected or executed as applicable. 


	
 

	
 


	
•

	
All authorizations,
consents and regulatory approvals required for the Plan’s effectiveness shall
have been obtained and not revoked including, without limitation, any
required City of Detroit or required MGCB regulatory approvals and consents,
and, as required, Reorganized Greektown’s ownership structure, capitalization
and management shall have been approved by the MGCB and the City of Detroit. 


	
 

	
 


	
•

	
The Tax
Rollback shall have become effective.




81










	
 

	
 

	
 


	
•

	
The
Effective Date shall have occurred on or prior to June 30, 2010, unless such
date is extended or waived pursuant to Section 6.3 of the Plan; provided,
however that
the failure of the Effective Date to occur on or prior to June 30, 2010 is
not directly caused by any action or inaction on the part of any member of
the Ad Hoc Lender Group. 


	
 

	
 


	
•

	
Either the
Debtors’ assumption of the current development agreement with the City of
Detroit, or the Debtors’ entry into a revised development agreement with the
City of Detroit acceptable to the Put Parties that complies with MCL §
432.206(1)(b) shall have been approved by a Final Order. 


	
 

	
 

	
 


	
 

	
3.

	
Waiver of Conditions Precedent. 





          The
conditions to Confirmation or Consummation of the Plan set forth in Section
6.1.1, 6.2.2 and 6.2.3 thereof may be waived in whole or in part by written
consent of the Noteholder Plan Proponents without further notice to, action,
order, or approval of the Bankruptcy Court or any other Person. The conditions
to Consummation of the Plan set forth in Sections 6.2.1, 6.2.5, and 6.2.7 thereof
may be waived in whole or in part by written consent of all of the Put Parties
(and, solely with respect to Section 6.2.1 of the Plan and to the extent
required under the terms of the Letter Agreement, the Ad Hoc Lender Group)
without further notice to, action, order, or approval of the Bankruptcy Court
or any other Person. The conditions to Confirmation or Consummation of the Plan
set forth in Section 6.1.2 and Section 6.2.6 thereof may only be extended or
waived by written consent of both (a) the holders of a majority of the
principal amount of the Secured Claims under the Pre-Petition Credit Agreement,
and (b) the Debtors; provided, however, that if, in the case of either Section
6.1.2 or 6.2.6 of the Plan, the failure to satisfy such condition is directly
caused by any action or inaction (after a written request from the Put Parties
requesting that action be taken which is required to effect the provisions of
the Stipulation) on the part of the Debtors or the DIP Agent or the
Pre-petition Agent, such condition can be extended or waived without the
consent of the Debtors; provided further, however, that the Debtors shall agree
to grant such waiver or extension unless in the proper exercise of their
fiduciary duties they determine that such consent should not be provided under
the circumstances. The failure of the Put Parties, the Noteholder Plan
Proponents, or the Pre-petition Lenders to exercise any of the foregoing rights
shall not be deemed a waiver of any other rights, and each such right shall be
deemed an ongoing right, which may be asserted at any time. 


	
 

	
 

	
 


	
 

	
4.

	
Effect of Non-Occurrence of Conditions to
the Effective Date 





          Each
of the conditions to Consummation must be satisfied or waived pursuant to
Section 6.2 or Section 6.3 of the Plan. If the conditions to Consummation have
not been satisfied or waived pursuant to Section 6.2 or Section 6.3 of the Plan
by June 30, 2010, unless such date is extended or waived pursuant to Section
6.3 of the Plan, the Confirmation Order shall be vacated according to its
terms. Additionally, if the conditions to Consummation have not been satisfied
or waived pursuant to Section 6.2 or Section 6.3 of the Plan, then upon motion
by one or more of the Noteholder Plan Proponents made before the Effective Date
and following a hearing on such motion, the Confirmation Order may be vacated
by the Bankruptcy Court; provided, however, that notwithstanding
the Filing of such motion to vacate, the Confirmation Order may not be vacated
if the Effective Date occurs before the Bankruptcy Court enters a Final Order
granting such motion. If the Confirmation Order is vacated pursuant to Section
6.4 of the Plan or otherwise, then except as provided in any Final Order
vacating the Confirmation Order, the Plan 


82






will be null
and void in all respects, including the discharge of Claims and termination of
Interests pursuant to the Plan and section 1141 of the Bankruptcy Code and the
assumptions, assignments, and rejections of executory contracts or unexpired
leases pursuant to Article XIII of the Plan, and nothing contained in the Plan
or the Disclosure Statement shall: (1) constitute a waiver or release of any
Claims, Interests, Causes of Action or Retained Actions; (2) prejudice in any
manner the rights of any Debtor or any other Person; or (3) constitute an
admission, acknowledgment, offer, or undertaking of any sort by any Debtor or
any other Person. 


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Satisfaction of Conditions Precedent to
 Confirmation 

 



          On
entry of a Confirmation Order acceptable to the Debtors each of the conditions
precedent to Confirmation, as set forth in Article VI of the Plan, shall be
deemed to have been satisfied or waived in accordance with the Plan. 


	
  

 	
  

 	
  

 
	
 K.

 	
 Plan Modification, Revocation, or Withdrawal 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Plan Modification and Amendment 

 



          Except
as otherwise provided in the Plan, the Letter Agreement, or the Stipulation,
the Noteholder Plan Proponents may, from time to time, propose amendments or
modifications to the Plan prior to the Confirmation Date, without leave of the
Bankruptcy Court; provided, however that the Noteholder Plan
Proponents shall not propose any amendment or modification to the Plan that
would alter the treatment of the Holders of Pre-petition Credit Agreement
Claims pursuant to Section 3.2 of the Plan or the Holders of DIP Facility
Claims pursuant to Section 2.6 of the Plan. Subject to certain restrictions and
requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy
Rule 3019 and those restrictions on modification set forth in the Plan and the
Letter Agreement, the Noteholder Plan Proponents expressly reserve their rights
to revoke or withdraw, or to alter, amend or modify materially the Plan with
respect one or more Debtors, one or more times, after the Confirmation Date.
After the Confirmation Date, the Noteholder Plan Proponents may, with leave of
the Bankruptcy Court, and upon notice and opportunity for hearing to the
affected Creditor(s) and the Notice Parties only, remedy any defect or
omission, reconcile any inconsistencies in the Plan or in the Confirmation
Order, or otherwise modify the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Effect of Confirmation on Plan
 Modifications 

 



          Entry of a
Confirmation Order shall mean that all modifications or amendments to the Plan
since the solicitation thereof are approved pursuant to section 1127(a) of the
Bankruptcy Code and do not require additional disclosure or re-solicitation
under Bankruptcy Rule 3019. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Plan Revocation or Withdrawal

 



          Except
as expressly provided in the Letter Agreement or the Stipulation, the
Noteholder Plan Proponents reserve the right to revoke or withdraw the Plan
before the Confirmation Date and to File subsequent chapter 11 plans. If the
Noteholder Plan Proponents revoke or withdraw the Plan, or if Confirmation or
Consummation does not occur, then: (1) the Plan shall be null and void in all
respects; (2) any settlement or compromise embodied in the Plan (including the
fixing or limiting to an amount certain of any Claim or Interest or Class of
Claims or Interests), assumption, assignment, or rejection of executory
contracts or unexpired leases effected by the 


83







Plan, and any
document or agreement executed pursuant to the Plan, shall be deemed null and
void; and (3) nothing contained in the Plan shall: (i) constitute a waiver or
release of any Claims, Interests, or Causes of Action; (ii) prejudice in any
manner the right of such Debtors or any other Person; or (iii) constitute an
admission, acknowledgement, offer, or undertaking of any sort by such Debtors
or any other Person. Except as expressly provided in the Letter Agreement or
the Stipulation, in the event that one or more, but less than all, of the
Noteholder Plan Proponents seeks to revoke or withdraw the Plan, and subject,
to the extent applicable, to the terms of the Stipulation, nothing in the Plan
prevents any Noteholder Plan Proponent from continuing to seek Confirmation of
the Plan or from Filing and seeking Confirmation of any alternative or
competing Plan. 


	
  

 	
  

 
	
 L.

 	
 Retention of Jurisdiction 

 



          Notwithstanding
the entry of the Confirmation Order and the occurrence of the Effective Date,
and subject to the MGCB retaining exclusive jurisdiction to determine all
regulatory matters arising under the Michigan Gaming Act, the Bankruptcy Court
shall retain exclusive jurisdiction over all matters arising out of, or related
to, the Chapter 11 Cases and the Plan pursuant to sections 105(a) and 1142 of
the Bankruptcy Code, including without limitation, jurisdiction to: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Allow,
 disallow, determine, liquidate, classify, estimate, or establish the
 priority, secured or unsecured status, or amount of any Claim or Interest,
 including the resolution of any request for payment of any Administrative
 Claim and the resolution of any and all objections to the secured or
 unsecured status, priority, amount, or allowance of Claims or Interests; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Decide and
 resolve all matters related to the granting and denying, in whole or in part,
 any applications for allowance of compensation or reimbursement of expenses
 to Professionals authorized pursuant to the Bankruptcy Code or the Plan; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Resolve any
 matters related to: (a) the assumption, assumption and assignment, or
 rejection of any executory contract or unexpired lease to which a Debtor is
 party or with respect to which a Debtor may be liable and to hear, determine,
 and, if necessary, liquidate, any Cure or Claims arising therefrom, including
 Cure or Claims pursuant to section 365 of the Bankruptcy Code; (b) any
 potential contractual obligation under any executory contract or unexpired
 lease that is assumed; (c) Reorganized Greektown amending, modifying, or
 supplementing, after the Effective Date, pursuant to Article XIII of the
 Plan, any executory contracts or unexpired leases to the list of executory contracts
 and unexpired leases to be assumed or rejected or otherwise; and (d) any
 dispute regarding whether a contract or lease is or was executory or expired;
 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Ensure that
 distributions to Holders of Allowed Claims and Interests are accomplished
 pursuant to the provisions of the Plan; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Adjudicate,
 decide, or resolve any motions, adversary proceedings, contested or litigated
 matters, and any other matters, and grant or deny any applications involving
 any Debtor that may be pending on the Effective Date; 

 


84










	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Adjudicate,
 decide, or resolve any and all matters related to any Causes of Action; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Adjudicate,
 decide, or resolve any and all matters related to section 1141 of the
 Bankruptcy Code; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Enter and
 implement such orders as may be necessary or appropriate to execute,
 implement, or consummate the provisions of the Plan and Confirmation Order
 and all contracts, instruments, releases, indentures, and other agreements or
 documents created in connection with the Plan or the Disclosure Statement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Enter and
 enforce any order for the sale of property pursuant to sections 363, 1123, or
 1146(a) of the Bankruptcy Code; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Resolve any
 cases, controversies, suits, disputes, or Causes of Action that may arise in
 connection with the Consummation, interpretation, or enforcement of the Plan
 or any Person’s obligations incurred in connection with the Plan; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Resolve any
 cases, controversies, suits, disputes, or Causes of Action with respect to
 the releases, injunctions, and other provisions contained in Article VII, and
 enter such orders as may be necessary or appropriate to implement such
 releases, injunctions, and other provisions; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Resolve any
 and all cases, controversies, suits, disputes, or Causes of Action with
 respect to the repayment or return of distributions and the recovery of
 additional amounts owed by a Holder of a Claim for amounts not timely repaid;
 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Adjudicate
 any and all disputes arising from or relating to payments or distributions
 under the Plan; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Consider any
 and all modifications of the Plan, to cure any defect or omission, or to
 reconcile any inconsistency in any Final Order, including the Confirmation
 Order; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Hear and
 determine requests for the payment or distribution on account of Claims
 entitled to priority pursuant to section 507 of the Bankruptcy Code; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Hear and
 determine any and all disputes arising in connection with the interpretation,
 implementation, or enforcement of the Plan or the Confirmation Order,
 including disputes arising under agreements, documents, or instruments
 executed in connection with the Plan; 

 


85










	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Hear and
 determine any and all disputes arising under sections 525 or 543 of the
 Bankruptcy Code; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Hear and
 determine matters concerning state, local, and federal taxes in accordance
 with sections 346, 505, and 1146 of the Bankruptcy Code with any tax incurred
 or alleged to be incurred by any Debtor or Reorganized Debtor or Newco or
 Newco Sub as a result of Consummation of the Plan being considered to be
 incurred or alleged to be incurred during the administration of these Chapter
 11 Cases for purposes of section 505(b) of the Bankruptcy Code, of any
 entity’s request for the tax rollback pursuant to M.C.L. § 432.212; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Hear and
 determine any and all disputes involving the existence, nature, or scope of
 the Debtors’ discharge, including any dispute relating to any liability
 arising out of the termination of employment or the termination of any
 employee or retiree benefit program, regardless of whether such termination
 occurred before or after the Effective Date; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Enforce any
 orders previously entered by the Bankruptcy Court; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Hear any and
 all other matters not inconsistent with the Bankruptcy Code; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Enter an
 order or Final Decree concluding or closing the Chapter 11 Cases. 

 
	
  

 	
  

 	
  

 
	
 M.

 	
 Miscellaneous Provisions

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Immediate Binding Effect

 



          Subject
to Article VI of the Plan and notwithstanding Bankruptcy Rules 3020(e),
6004(g), or 7062 or otherwise, upon the occurrence of the Effective Date, the
terms of the Plan shall be immediately effective and enforceable and deemed
binding upon the Debtors, Reorganized Greektown, and any and all Holders of
Claims or Interests (irrespective of whether any such Holders of Claims or
Interests did not vote to accept or reject the Plan, voted to accept or reject
the Plan, or is deemed to accept or reject the Plan), all Persons that are
parties to or are subject to the settlements, compromises, releases,
discharges, and injunctions described in the Plan and this Disclosure
Statement, each Person acquiring property under the Plan, and any and all
non-Debtor parties to executory contracts and unexpired leases with the
Debtors. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Additional Documents 

 



          On
or before the Effective Date, the Noteholder Plan Proponents may File with the
Bankruptcy Court such agreements and other documents as may be necessary or
appropriate to effectuate and further evidence the terms and conditions of the
Plan. The Debtors or Reorganized Greektown, as applicable, and all Holders of
Claims or Interests receiving distributions pursuant 


86






to the Plan
and all other parties in interest shall, from time to time, prepare, execute,
and deliver any agreements or documents and take any other actions as may be
necessary or advisable to effectuate the provisions and intent of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Reservation of Rights 

 



          Except as
expressly set forth in the Plan, the Plan shall have no force or effect unless
the Bankruptcy Court shall enter the Confirmation Order. None of the Filing of
the Plan, any statement or provision contained in the Plan, or the taking of
any action by any Noteholder Plan Proponent with respect to the Plan or the
Disclosure Statement shall be or shall be deemed to be an admission or waiver
of any rights of any Noteholder Plan
Proponent with respect to the Holders of Claims or Interests prior to the
Effective Date. 


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Term of Injunctions or Stays

 



          Unless
otherwise provided in the Plan or Confirmation Order, all injunctions or stays
in effect in the Chapter 11 Cases under Bankruptcy Code sections 105 or 362 or
any Bankruptcy Court order, and extant on the Confirmation Date (excluding any
injunctions or stays contained in the Plan or Confirmation Order), will remain
in full force and effect until the Effective Date.

          All injunctions or stays in
the Plan or Confirmation Order will remain in fall force and effect in
accordance with their terms. 


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Termination of Liens and Encumbrances

 



          Any
of the Debtors, Reorganized Greektown, and all parties in interest, including
without limitation any Creditor, shall be required to execute any document
reasonably requested by the other to memorialize and effectuate the terms and
conditions of the Plan. This shall include without limitation any execution by
any of the Debtors or Reorganized Greektown of Uniform Commercial Code
financing statements and the execution by Creditors of any Uniform Commercial
Code termination and mortgage releases and termination. Reorganized Greektown
is expressly authorized to file any termination statement to release a Lien which
is either discharged or satisfied as a result of the Plan or any payments made
in accordance with the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Causes of Action; Standing

 



          Except
as otherwise provided in the Plan, Reorganized Greektown or the Litigation
Trust, as applicable, shall have the right to commence, continue, amend or
compromise all Causes of Action available to any Debtor, the Estate or the
debtor in possession, including without limitation all Avoidance Claims whether
or not those Causes of Action or Avoidance Claims were the subject of a suit as
of the Confirmation Date. 


	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Governing Law

 



          Unless
a rule of law or procedure is supplied by federal law (including the Bankruptcy
Code and the Bankruptcy Rules) or unless otherwise specifically stated, the
laws of the State of Michigan, without giving effect to the principles of
conflict of laws, shall govern the rights, obligations, construction, and
implementation of the Plan, any agreements, documents, instruments, or
contracts executed or entered into in connection with the Plan (except as 


87






otherwise set
forth in those agreements, in which case the governing law of such agreement
shall control). 


	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Plan Provisions Nonseverable 

 



          If,
before Confirmation, any term or provision of the Plan is held by the
Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court
shall have the power to alter and interpret such term or provision to make it
valid or enforceable to the maximum extent practicable, consistent with the original
purpose of the term or provision held to be invalid, void, or unenforceable,
and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the remainder
of the terms and provisions of the Plan will remain in full force and effect
and will in no way be affected, impaired, or invalidated by such holding,
alteration, or interpretation. The Confirmation Order shall constitute a
judicial determination and shall provide that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to
the Plan and may not be deleted or modified without the Debtors’ consent; and
(3) nonseverable and mutually dependent. 


	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Closing of Chapter 11 Cases

 



          Reorganized
Greektown shall, promptly after the full administration of any of the Chapter
11 Cases, File with the Bankruptcy Court, all documents required by Bankruptcy
Rule 3022 and any applicable order of the Bankruptcy Court to close their
Chapter 11 Cases. 


	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Waiver or Estoppel

 



          Each
Holder of a Claim or an Interest shall be deemed to have waived any right to
assert any argument, including the right to argue that its Claim or Interest
should be Allowed in a certain amount, in a certain priority, secured, or not
subordinated by virtue of an agreement made with the Debtors or any other
Person, if such agreement was not disclosed in the Plan, the Disclosure
Statement, or papers Filed with the Bankruptcy Court before the Confirmation
Date. 


	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Conflicts and Plan Interpretation

 



          Except
as set forth in the Plan, to the extent that any provision of the Disclosure
Statement, or any other Bankruptcy Court order (other than the Confirmation
Order) referenced in the Plan (or any Exhibits, schedules, appendices,
supplements, or amendments to any of the foregoing), conflict with or are in
any way inconsistent with any provision of the Plan, the Plan shall govern and
control. 


VI. STATUTORY REQUIREMENTS FOR PLAN CONFIRMATION


          The
following is a brief summary of the Plan Confirmation process. Claim and
Interest Holders are encouraged to review the Bankruptcy Code’s relevant
provisions and to consult their own attorneys. 


88










	
  

 	
  

 
	
 A.

 	
 The Confirmation Hearing 

 



          Bankruptcy
Code section 1128(a) requires the Bankruptcy Court, after notice, to hold a
hearing on Plan Confirmation. Under Bankruptcy Code section 1128(b), any party
in interest may object to Plan Confirmation. 


          The
Confirmation Hearing will commence on January 12, 2010 at 10:00 a.m.
(prevailing eastern time), before the Honorable Walter Shapero, United States
Bankruptcy Judge, at the United States Bankruptcy Court for the Eastern
District of Michigan, Southern Division, located at The Theodore Levin
Courthouse, 211 West Lafayette Blvd., 10th Floor, Detroit, Michigan 48226. The
Bankruptcy Court may adjourn the Confirmation Hearing from time to time without
further notice except by announcing the adjournment date at the Confirmation
Hearing or at any subsequent adjourned Confirmation Hearing. 


	
  

 	
  

 
	
 B.

 	
 Confirmation Standards

 



          To
confirm the Plan, the Bankruptcy Court must find that, among other things, the
requirements of Bankruptcy Code section 1129 are satisfied. In summary, these
requirements include the following: 


          1.          The
Plan complies with all applicable Bankruptcy Code provisions. 


          2.
          The Noteholder Plan
Proponents have complied with the applicable Bankruptcy Code provisions. 


          3.          The
Plan has been proposed in good faith and not by any means forbidden by law. 


          4.
          Any payment made or
promised under the Plan for services or for costs and expenses in, or in
connection with, the Chapter 11 Cases, or in connection with the Plan and
incident to the cases, has been disclosed to the Bankruptcy Court, and any such
payment made before Plan Confirmation is reasonable, or if such payment is to be
fixed after Confirmation, such payment is subject to Bankruptcy Court approval
as reasonable. 


          5.
          With respect to
each Class of Impaired Claims or Interests, either each Claim or Interest
Holder in such Class has accepted the Plan or will receive or retain under the
Plan on account of such Claim or Interest, property of a value, as of the
Effective Date, not less than the amount such Holder would receive or retain if
the Debtors were liquidated on such date under chapter 7 of the Bankruptcy
Code. 


          6.
          Each Class of
Claims or Equity Interests entitled to vote on the Plan either has accepted the
Plan or is not Impaired under the Plan, or the Plan can be confirmed without
the approval of each voting Class under Bankruptcy Code section 1129(b). 


          7.
          Except to the
extent a particular Claim Holder agrees to different treatment, Allowed
Administrative Claims and other Allowed Priority Claims will be fully paid on,
or as soon as reasonably practical after, the Effective Date. 


89






          8.
          At least one Class
of Impaired Claims or Equity Interests has accepted the Plan, determined
without including any acceptance of the Plan by any Insider holding a Claim or
Interest in such Class. 


          9.
          Confirmation is not
likely to be followed by the liquidation, or the need for further financial
reorganization, of the Debtors or any successor to the Debtors under the Plan,
unless the liquidation or reorganization is proposed in the Plan.

          10.
          All fees of the type described in 28
U.S.C. § 1930, including the fees of the United States Trustee, will be paid as
of the Effective Date.

          11.          The
Plan addresses payment of retiree benefits in accordance with Bankruptcy Code
section 1114.

          The Noteholder Plan Proponents believe that the Plan satisfies
the requirements of Bankruptcy Code section 1129, including, without
limitation, that (i) the Plan satisfies or will satisfy all of the Bankruptcy
Code’s statutory requirements; (ii) the Noteholder Plan Proponents have
complied or will have complied with all of the Bankruptcy Code’s requirements;
and (iii) the Noteholder Plan Proponents proposed the Plan in good faith. 


	
  

 	
  

 
	
 C.

 	
 Best Interests of Creditors Test 

 



          Before
it can confirm the Plan, the Bankruptcy Court must find (with certain
exceptions) that the Plan provides, with respect to each Class, that each Claim
or Interest Holder in such Class either: (a) has accepted the Plan; or (b) will
receive or retain under the Plan property of a value, as of the Effective Date,
not less than the amount that such Person would receive or retain if the
Debtors liquidated under chapter 7 of the Bankruptcy Code. 


          In
chapter 7 liquidation cases, unsecured creditors and interest holders are
generally paid from available assets in the following order, with no junior
class receiving any payments until all amounts due to senior classes have been
fully paid or any such payment is provided for: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Secured
 creditors (to the extent of their collateral’s value); 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Administrative
 and other priority creditors; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Unsecured
 creditors; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Debt
 expressly subordinated by its terms or by Bankruptcy Court order; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Equity
 interest holders. 

 



          As
described in more detail in the Liquidation Analysis set forth in Exhibit B to
this Disclosure Statement, the Noteholder Plan Proponents believe that the
value of any distributions in a chapter 7 case would be less than the value of
Plan distributions because, among other reasons, distributions in a chapter 7
case may not occur for a longer period of time, reducing the distributions’
present value. In this regard, it is possible that chapter 7 distributions
could be delayed for a period for a trustee and its professionals to become
knowledgeable about the 


90






Chapter 11
Cases and the Claims against the Debtors. In addition, chapter 7 distributions
are likely to be significantly discounted because of the sale’s distressed
nature, and because the chapter 7 trustee’s and professionals’ fees and expenses
would likely exceed those of the Debtors’ Professionals (further reducing Cash
available for distribution). 


	
  

 	
  

 
	
 D.

 	
 Financial Feasibility 

 



          Before
it can confirm the Plan, the Bankruptcy Court must also find that Confirmation
is not likely to be followed by Reorganized Greektown’s liquidation or the need
for further financial reorganization, unless that liquidation or reorganization
is contemplated by the Plan. For purposes of showing that the Plan meets this
feasibility standard, the Noteholder Plan Proponents have analyzed the
Reorganized Greektown’s ability to meet their obligations under the Plan and to
retain sufficient liquidity and capital resources to conduct their businesses.


          The Noteholder Plan Proponents believe that, with a significantly deleveraged
capital structure, the Debtors’ businesses will be viable. The decreased debt
on the Debtors’ balance sheet will substantially reduce their interest expense,
thereby improving cash flow.

          Projections indicate that Reorganized Greektown should
have sufficient cash flow to pay and service their debt obligations and to fund
their operations. Accordingly, the Noteholder Plan Proponents believe that the
Plan complies with Bankruptcy Code section 1129(a)(l l)’s financial feasibility
standard. 


	
  

 	
  

 
	
 E.

 	
 Acceptance by Impaired Classes 

 



          The
Bankruptcy Code requires, as a condition to plan confirmation, that, except as
described in the following Section, each class of impaired claims or equity
interests accept the plan. A class not “impaired” under a plan is deemed to
have accepted the plan and, therefore, solicitation of acceptances with respect
to such class is not required. A class is “impaired” unless the plan: (a)
leaves unaltered the legal, equitable and contractual rights to which the claim
or interest entitles the Holder of that claim or interest; (b) cures any
default and reinstates the original terms of the obligation; or (c) provides
that, on the consummation date, the claim or interest Holder receives Cash
equal to the allowed amount of its claim or, with respect to any interest, any
fixed liquidation preference to which the interest Holder is entitled or any
fixed price at which the debtors may redeem the security. 


	
  

 	
  

 
	
 F.

 	
 Confirmation Without Acceptance by All Impaired Classes 

 



          Bankruptcy
Code section 1129(b) allows a Bankruptcy Court to confirm a plan, even if all
impaired classes entitled to vote on the plan have not accepted it, provided
that the plan has been accepted by at least one impaired class. Bankruptcy Code
section 1129(b) states that, notwithstanding an impaired class’s failure to
accept a plan, the plan shall be confirmed, at the plan proponent’s request, in
a procedure commonly known as “cram down,” so long as the plan does not
“discriminate unfairly” and is “fair and equitable” with respect to each class
of claims or interests impaired that is impaired under, and has not accepted,
the plan. 


          Courts
will take into account a number of factors in determining whether a plan
discriminates unfairly, including the effect of applicable subordination
agreements between 


91






parties.
Accordingly, a plan could treat two unsecured-creditor classes differently
without unfairly discriminating against either class. 


          The
condition that a plan be “fair and equitable” to a non-accepting class of
secured claims includes the requirements that: (a) the secured claim holders
retain the liens securing their claims for the claims’ allowed amount, whether
the debtors’ retain the applicable encumbered property or transfer it to
another entity under the plan; and (b) each secured claim Holder in the class
receives deferred Cash payments totaling at least the claims’ allowed amount
with a present value, as of the plan’s effective date, at least equivalent to
the value of the secured claimant’s interest in the applicable encumbered
property. 


          The
condition that a plan be “fair and equitable” with respect to a non-accepting
class of unsecured claims requires that either: (a) the plan provides that each
claim Holder in the class receive or retain property valued, as of the plan’s
effective date of the plan, equal to the claim’s allowed amount; or (b) any
claim or interest Holder junior to the claims of the class will not receive or
retain under the plan any property for the junior claim or equity interest 


          The
condition that a plan be “fair and equitable” to a non-accepting class of
equity interests requires that either: (a) the plan provides that each interest
Holder in the class receives or retains under the plan property of a value, as
of the plan’s effective date, equal to the greater of (i) the allowed amount of
any fixed liquidation preference to which the interest Holder is entitled, (if)
any fixed redemption price to which the interest Holder is entitled, or (iii)
the interest’s value; 


          or
(b) if the class does not receive such an amount as required under (a), no
class of equity-interests junior to the non-accepting class receives a
distribution under the plan. 


          The
Plan provides that if any Impaired Class rejects the Plan, the Noteholder Plan
Proponents reserve the right to seek to Plan Confirmation under Bankruptcy Code
section 1129(b)’s “cram down” provisions. If any Impaired Class rejects the
Plan or is deemed to have rejected the Plan, the Noteholder Plan Proponents
will request Plan Confirmation under Bankruptcy Code section 1129(b). The
Noteholder Plan Proponents reserve the right to alter, amend, modify, revoke or
withdraw the Plan or any Plan Exhibit or Schedule, including for the purpose of
satisfying Bankruptcy Code section 1129(b)’s requirements, if necessary. 


VII. CERTAIN FACTORS TO BE CONSIDERED BEFORE
VOTING


          Before
voting on the Plan, all Impaired Claim Holders should read and carefully
consider the factors set forth below, as well as all other information set
forth or otherwise referenced in this Disclosure Statement. These factors
should not, however, be regarded as constituting the only risks involved in
connection with the Plan and its implementation. 


	
  

 	
  

 
	
 A.

 	
 Certain Bankruptcy Law Considerations 

 



          The
occurrence of nonoccurrence of any or all of the following contingencies, and
any others, could affect distributions available to Allowed Claim and Interest
Holders under the Plan but will not necessarily affect the validity of the vote
of the Impaired Classes to accept or reject the Plan or necessarily require a
re-solicitation of the votes of Claim and/or Interest Holders in 


92







such Impaired Classes. 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Parties in Interest May Object to the
 Noteholder Plan Proponents’ Classification of Claims and Interests 

 



          Bankruptcy
Code section 1122 provides that a plan may place a claim or an equity interest
in a particular class only if such claim or interest is substantially similar
to other claims or equity interests in such class. The Noteholder Plan
Proponents believe that the classification of Claims and Interests under the
Plan complies with the requirements set forth in the Bankruptcy Code because
the Noteholder Plan Proponents created Classes of Claims and Interests, each
encompassing Claims or Interests, as applicable, that are substantially similar
to other Claims and Interests in each such Class. There can be no assurance,
however, that the Bankruptcy Court will reach the same conclusion. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Failure to Satisfy Vote Requirements 

 



          If
votes are received in number and amount sufficient to enable the Bankruptcy
Court to confirm the Plan, the Noteholder Plan Proponents intend to seek, as
promptly as practicable thereafter, Confirmation of the Plan. If sufficient
votes are not received, the Noteholder Plan Proponents may seek to accomplish
an alternative chapter 11 plan. There can be no assurance that the terms of any
such alternative chapter 11 plan would be similar or as favorable to the
Holders of Allowed Claims as those proposed in the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 The Noteholder Plan Proponents May Not be
 Able to Secure Confirmation of the Plan 

 



          There
can be no assurance that the requisite acceptances to confirm the Plan will be
received. Even if the requisite acceptances are received, there can be no
assurance that the Bankruptcy Court will confirm the Plan. A nonaccepting
Holder of an Allowed Claim might challenge either the adequacy of this
Disclosure Statement or whether the balloting procedures and voting results
satisfy the requirements of the Bankruptcy Code or Bankruptcy Rules. Even if
the Bankruptcy Court determines that this Disclosure Statement, the balloting
procedures, and the voting results are appropriate, the Bankruptcy Court can
still decline to confirm the Plan if it finds that any of the statutory
requirements for Confirmation have not been met, including the requirement that
the terms of the Plan do not “unfairly discriminate” and are “fair and
equitable” to nonaccepting Classes. 


          Consummation
of the Plan is also subject to certain conditions described in Article VI of
the Plan. If the Plan is not consummated, it is unclear what distributions, if
any, Holders of Allowed Claims or Interests will receive with respect to their
Allowed Claims or Interests. 


          The
Noteholder Plan Proponents, subject to the terms and conditions of the Plan,
reserve the right to modify the terms and conditions of the Plan as necessary
for Confirmation. Any such modifications could result in a less favorable
treatment of any nonaccepting Class, as well as of any Classes junior to such
nonaccepting Class, than the treatment currently provided in the Plan. Such a
less favorable treatment could include a distribution of property to the Class
affected by the modification of a lesser value than currently provided in the
Plan or no distribution of property whatsoever under the Plan. 


93










	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Nonconsensual Confirmation 

 



          If
any impaired class of claims or equity interests does not accept a chapter 11
plan, a bankruptcy court may nevertheless confirm such a plan at the plan
proponents’ request if at least one impaired class has accepted the plan (with
such acceptance being determined without including the vote of any Insider in
such class) and, as to each impaired class that has not accepted the plan, the
bankruptcy court determines that the plan “does not discriminate unfairly” and
is “fair and equitable” with respect to the dissenting impaired classes. 


          The
Noteholder Plan Proponents believe that the Plan satisfies these requirements
and the Noteholder Plan Proponents may request such nonconsensual Confirmation
in accordance with section 1129(b) of the Bankruptcy Code. Nevertheless, there
can be no assurance that the Bankruptcy Court will reach this conclusion. In
addition, the pursuit of nonconsensual Confirmation or Consummation of the Plan
may result in, among other things, increased expenses relating to Professional
Claims and the expiration of financing commitments. 


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 The Debtors May Object to the Amount or
 Classification of a Claim 

 



          Except
as otherwise provided in the Plan, the Noteholder Plan Proponents reserve the
right to object to the amount or classification of any Claim under the Plan.
The estimates set forth in this Disclosure Statement cannot be relied on by any
Holder of a Claim where such Claim is subject to an objection. Any Holder of a
Claim that is subject to an objection thus may not receive its expected share
of the estimated distributions described in this Disclosure Statement. 


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Risk of Non-Occurrence of the Effective
 Date 

 



          Although
the Noteholder Plan Proponents believe that the Effective Date will occur
quickly after the Confirmation Date and after MGCB approval is obtained, there
can be no assurance as to such timing or as to whether the Effective Date will,
in fact, occur. If the Effective Date does not occur by June 30, 2010, and the
Noteholder Plan Proponents cannot obtain a waiver of such condition as
contained in the Stipulation, the Noteholder Plan Proponents are required to
withdraw the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Contingencies Not to Affect Votes of
 Impaired Classes to Accept or Reject the Plan

 



          The
distributions available to Holders of Allowed Claims under the Plan can be
affected by a variety of contingencies, including, without limitation, whether
the Debtors are consolidated and whether the Bankruptcy Court orders certain
Allowed Claims to be subordinated to other Allowed Claims. The occurrence of
any and all such contingencies, which could affect distributions available to
Holders of Allowed Claims under the Plan, will not affect the validity of the
vote taken by the Impaired Classes to accept or reject the Plan or require any
sort of revote by the Impaired Classes. 


	
  

 	
  

 
	
 B.

 	
 Risk Factors That May Affect Allowed Claim Holders’ Recovery 

 



          Claim
Holders should read and consider carefully the risk factors set forth below, as
well as the other information set forth in this Disclosure Statement and
related documents, referred to 


94






or
incorporated by reference in this Disclosure Statement, before voting to accept
or reject the Plan. This Article provides information regarding potential risks
in connection with the Plan, the financial projections attached to this
Disclosure Statement, and other risks that could impact Reorganized Greektown’s
future business operations and performance. These factors should not, however,
be regarded as the only risks involved in connection with the Plan and its
implementation. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 Reorganized Greektown May Not Be Able to
 Achieve Projected Financial Results or Meet Post-Reorganization Debt
 Obligations and Finance All Operating Expenses, Working Capital Needs, and
 Capital Expenditures 

 



          Reorganized
Greektown may not be able to meet its projected financial results or achieve
projected revenues and cash flows that they have assumed in projecting future
business prospects. To the extent that Reorganized Greektown may lack
sufficient liquidity to continue operating as planned after the Effective Date,
may be unable to service their debt obligations as they come due, or may not be
able to meet their operational needs. Anyone of these failures may preclude
Reorganized Greektown from, among other things, (a) enhancing its current
customer offerings; (b) taking advantage of future opportunities; (c) growing
its businesses; or (d) responding to competitive pressures. Further, a failure
of Reorganized Greektown to meet its projected financial results or achieve
projected revenues and cash flows could lead to cash flow and working capital
constraints, which constraints may require the Reorganized Greektown to seek
additional working capital. Reorganized Greektown may not be able to obtain
such working capital when it is required. Further, even if Reorganized
Greektown were able to obtain additional working capital, it may only be
available on unreasonable terms. For example, Reorganized Greektown may be
required to take on additional debt, the interest costs of which could
adversely affect the results of the operations and financial condition of
Reorganized Greektown. If any such required capital is obtained in the form of
equity, the equity interests of the holders of New Common Stock and New
Preferred Stock of Newco could be diluted. There is no guarantee that the
XRoads Financial Projections will be realized. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 Estimated Valuation of Reorganized
 Greektown, the New Common Stock and New Preferred Stock, and the Estimated
 Recoveries to Holders of Allowed Claims Are Not Intended to Represent the
 Potential Market Values (if any) of the New Common Stock and New Preferred
 Stock

 



          The
Noteholder Plan Proponents’ estimated recoveries to Allowed Claim Holders are
not intended to represent the market value, if any, of the Newco’s New Common
Stock and New Preferred Stock. The estimated recoveries are based on (1) the
midpoint of the Debtors’ valuation analysis, as provided in connection with the
Debtor/Lender Plan and attached hereto as Exhibit E; (2) the implied value of
Newco’s Total Equity Shares derived from the Put Parties’ commitment to
purchase at the Preferred Rights Offering Price the aggregate principal amount
of Rights Offering Securities, not otherwise subscribed for in the Rights
Offering; and (3) the midpoint of the valuation of Charles S. Edelman LLC,
attached hereto as Exhibit D, using the XRoads Financial Projections, as
defined below and attached hereto as Exhibit F. The valuations are based on
numerous assumptions (the realization of many of which are beyond Reorganized
Greektown’s control), including, without limitation: (a) the successful
reorganization of the Debtors; (b) an assumed date for the occurrence of the
Effective Date; (c) Reorganized 


95






Greektown’s
ability to achieve the operating and financial results included in the Debtor’s
Financial Projections and the XRoads Financial Projections; (d) Reorganized
Greektown’s ability to maintain adequate liquidity to fund operations; and (e)
the assumption that capital and equity markets remain consistent with current
conditions. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

 	
 Many Tax Implications of the Debtors’
 Bankruptcy and Reorganization Are Uncertain 

 



          The
tax laws with respect to the bankruptcy of limited liability companies are
extremely complex and uncertain, and the tax characterization and tax
consequences of the implementation of the Plan are also largely uncertain.
Allowed Claim Holders should carefully review Article IX of this Disclosure
Statement, “Certain United States Federal Income Tax Considerations,” to
determine how the tax implications of the Plan and these Chapter 11 Cases may
adversely affect the Holders, the Debtors and Reorganized Greektown. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.

 	
 Potential Dilution Caused By Rights
 Offering, Warrants, or Management Agreement 

 



          As
stated above, the holders of Allowed Bond Claims shall have the right to
purchase on the effective date of the Plan their pro rata share of One Million
Eight Hundred Fifty Thousand (1,850,000) shares of the Rights Offering
Securities, including New Preferred Stock to be issued by Newco. Additionally,
as discussed above, New Common Stock may be issued to Management under the
Management Agreement. If New Common Stock is issued to Management, or the New
Preferred Stock is converted into New Common Stock, the ownership percentage
represented by the New Common Stock distributed under the Plan will be diluted.
Additionally, owners of New Preferred Stock may receive dividends in the form
of New Common Stock which would dilute the ownership percentage represented by
the New Common Stock distributed under the Plan. 


	
  

 	
  

 	
  

 
	
 C.

 	
 Risk Factors that Could Negatively Impact the Debtors’ Businesses 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Bankruptcy-Related Risk Factors

 



During the
pendency of the Chapter 11 Cases, the Debtors are subject to various risks,
including the following: 


           •          The Chapter
 11 Cases may adversely affect the Debtors’ business prospects and/or their
 ability to operate during the reorganization. 


           •          The Chapter
 11 Cases and the attendant difficulties of operating the Debtors’ business
 while attempting to reorganize the business in bankruptcy may make it more
 difficult to maintain and promote the Debtors’ facilities and attract
 customers to their facilities. 


           •          The Chapter
 11 Cases will cause the Debtors to incur substantial costs for Professional
 fees and other expenses associated with the Chapter 11 Cases. 


           •          The Chapter
 11 Cases may adversely affect the Debtors’ ability to maintain or renew their
 gaming licenses in the jurisdiction in which they operate. 


96







           •          The Chapter
 11 Cases may prevent the Debtors from continuing to grow their businesses and
 may restrict their ability to pursue other business strategies. Among other
 things, the Bankruptcy Code limits the Debtors’ ability to incur additional
 indebtedness, make investments, sell assets, consolidate, merge or sell, or
 otherwise dispose of all or substantially all of their assets or grant Liens.
 These restrictions may place the Debtors at a competitive disadvantage. 


           •          The Chapter
 11 Cases may adversely affect the Debtors’ ability to maintain, expand,
 develop, and remodel their properties. 


           •          Transactions
 by the Debtors outside the ordinary course of business are subject to the
 prior approval of the Bankruptcy Court, which may limit their ability to
 respond timely to certain events or take advantage of certain opportunities.
 The Debtors may not be able to obtain Bankruptcy Court approval or such
 approval may be delayed with respect to actions they seek to undertake in the
 Chapter 11 Cases. 


           •          The Debtors
 may be unable to retain and motivate key executives and employees through the
 process of reorganization, and the Debtors may have difficulty attracting new
 employees. In addition, so long as the Chapter 11 Cases continue, the
 Debtors’ senior management will be required to spend a significant amount of
 time and effort dealing with the reorganization instead of focusing
 exclusively on business operations. 



           •          The
Debtors may be unable to maintain satisfactory labor relations through the process of reorganization.




           •          There can be
 no assurance as to the Debtors’ ability to maintain sufficient financing
 sources to fund their businesses and meet future obligations. 


           •          There can be
 no assurance that the Noteholder Plan Proponents will be able to successfully
 develop, prosecute, Confirm, and Consummate the Plan with respect to the
 Chapter 11 Cases that is acceptable to the Bankruptcy Court and the Debtors’
 Creditors, equity holders, and other parties in interest. Additionally, other
 third parties may seek to propose and confirm one or more plans of
 reorganization, to appoint a chapter 11 trustee, or to convert the cases to
 chapter 7 cases. 


          In
addition, the uncertainty regarding the eventual outcome of the Debtors’
restructuring, and the effect of other unknown adverse factors could threaten
the Debtors’ existence as a going concern. Continuing on a going-concern basis
is dependent on, among other things, obtaining Bankruptcy Court approval of a
reorganization plan, maintaining the Debtors’ gaming licenses, maintaining the
support of key vendors and customers, and retaining key personnel, along with
financial, business, and other factors, many of which are beyond the Noteholder
Plan Proponents’ and the Debtors’ control. Under the priority scheme
established by the Bankruptcy Code, unless creditors agree otherwise,
pre-petition liabilities and postpetition liabilities must be satisfied in full
before Interest Holders are entitled to receive any distribution or retain any
property under the Plan or an alternative plan o reorganization. The ultimate
recovery to Claim and/or Interest Holders, if any, will not be determined until
Confirmation of the Plan or an alternative plan of reorganization. No assurance
can be given as to what values, if any, will be 


97






ascribed in
the Chapter 11 Cases to each of these constituencies or what types or amounts
of distributions, if any, they would receive. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 General Business and Financial Risk Factors

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 The Turmoil Presently Existing in the Financial Markets May Impact
 the Debtors’ Ability to Obtain Sufficient Financing and Credit on a Going
 Forward Basis

 



          The
current crisis in the global credit and financial markets and the inability of
corporate borrowers to access debt markets may materially and adversely affect
the Debtors’ ability to obtain sufficient financing to operate their businesses
on a going-forward basis. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

 	
 Economic and Political Conditions, Including a Worsening of the
 Current Recession and Other Factors Affecting Discretionary Consumer
 Spending, May Harm the Debtors’ Businesses, Financial Condition, and Results
 of Operations 

 



          The
Debtors’ businesses may be adversely affected by the recession currently being
experienced in the United States since the Debtors are dependent on
discretionary spending by their customers. The continuation or worsening of the
current economic conditions could cause fewer people to spend money or cause
people to spend less money at the Debtors’ facility and could adversely affect
the Debtors’ revenues.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

 	
 Intense Competition Could Result in Loss of Market Share or Profitability 

 



          The
Debtors face intense competition in the market in which its gaming facility is
located. The Debtors’ casino primarily competes with two other casinos located
in Detroit, Michigan and one casino a short distance away in Windsor, Ontario,
Canada. The Debtors’ casino also competes to a lesser degree with casinos in
other locations, including on Native American lands and cruise ships, and with
other forms of legalized gambling in Michigan and throughout the United States,
including state-sponsored lotteries and racetracks. On November 3, 2009, Ohio
voters passed a casino gaming initiative authorizing casino-style gaming at
four locations in the state: Cincinnati, Cleveland, Columbus, and Toledo.
Should casinos be built in these jurisdictions, Greektown will face increased
competition. 


          Some
of the Debtors’ competitors have significantly greater financial resources and,
as a result, the Debtors may be unable to compete successfully with them in the
future. Additionally, the Debtors’ highly leveraged position and the filing of
the Chapter 11 Cases has had, and will likely continue to have, an adverse
impact on the Debtors’ ability to compete.


          In addition, online gaming, despite
its current illegality in the United States, is a growing sector in the gaming
industry. Online casinos offer a variety of games, including slot machines,
roulette, poker, and blackjack. Web-enabled technologies allow individuals to
game using credit or debit cards or other forms of electronic payment. The
Noteholder Plan Proponents are unable to assess the impact that online gaming
will have on their operations in the future and there is no assurance that the
impact will not be materially adverse. 


98






          Competition
from other casino and hotel operators involves not only the quality of casino,
hotel room, restaurant, entertainment, and convention facilities, but also
hotel room, food, entertainment, and beverage prices. The Debtors’ operating
results can be adversely affected by significant cash outlays for advertising
and promotions and complimentary services to patrons, the amount and timing of
which are partially dictated by the policies of their competitors and the
Debtors’ efforts to keep pace. If the Debtors lack the financial resources or
liquidity to match the promotions of competitors, the number of casino patrons
may decline, which may have an adverse effect on their financial performance.


          The Debtors’ ability to compete successfully will also depend on their ability
to develop and implement strong and effective marketing campaigns both at their
individual properties and across their businesses. To the extent they are
unable to develop successfully and implement these types of marketing
initiatives, the Debtors may not be successful in competing in their markets
and their financial position could be adversely affected. The filing of the
Chapter 11 Cases and the Debtors’ access to capital likely will also adversely
impact their ability to develop and implement these types of initiatives. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

 	
 The Debtors Are Subject to Litigation which, if Adversely Determined,
 Could Result in Substantial Losses

 



          The
Debtors are, from time to time, during the ordinary course of operating their
businesses, subject to various litigation claims and legal disputes, including
contract, lease, employment, and regulatory claims as well as claims made by
visitors to the Debtors’ property. 


          Certain
litigation claims may not be covered entirely or at all by the Debtors’
insurance policies or their insurance carriers may deny such coverage. In
addition, litigation claims can be expensive to defend and may divert the
Debtors’ attention from the operations of their businesses. Further, litigation
involving visitors to the Debtors’ properties, even if without merit, can
attract adverse media attention. As a result, litigation can have a material
adverse effect on the Debtors’ businesses and, because the Debtors cannot
predict the outcome of any action, it is possible that adverse judgments or
settlements could significantly reduce their earnings or result in losses. 


          With
certain exceptions, however, the filing of the Chapter 11 Cases operates as a stay
with respect to the commencement or continuation of litigation against the
Debtors that was or could have been commenced before the Petition Date. In
addition, with respect to the litigation stayed by commencement of the Chapter
11 Cases, the Debtors’ liability is subject to discharge in connection with
Confirmation of the Plan, with certain exceptions. Therefore, certain
litigation claims against the Debtors may be subject to compromise in
connection with the Chapter 11 Cases. This may reduce the Debtors’ exposure to
losses in connection with the adverse determination of such litigation.


          In
connection with the matters covered in Section II.C.2 of this Disclosure
Statement, the City of Detroit has taken the position that Greektown has failed
to construct the theater component of the casino complex as required under the
Development Agreement, and that such alleged failure is a zoning violation
which, if not cured, could subject the casino to closure. The Debtors maintain
that they have in fact fulfilled the requirement of a theater component to the 


99






casino
complex, and therefore no such zoning violation exists and no such cure is
necessary; and further, that under the City of Detroit’s zoning and permitting
ordinances, even if a cure was necessary Greektown could effect such cure
without any significant risk of a closure. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e.

 	
 Work Stoppages, Labor Problems, and Unexpected Shutdown May Limit the
 Debtors’ Operational Flexibility and Negatively Impact the Debtors’ Future
 Profits

 



          The
Debtors are party to one or more collective-bargaining agreements with labor
unions. There can be no assurance that the Debtors will be able to renegotiate
the labor agreements that are currently in effect without incurring significant
increases in their labor costs. Changes to their collective-bargaining
agreements could cause significant increases in labor cost, which could have a
material adverse impact on the Debtors’ businesses, financial condition, and
results of operations. 


          In
addition, the unions with which the Debtors have collective-bargaining
agreements or other unions could seek to organize groups of employees that are
not currently represented by unions. Union organization efforts may occur in
the future, could cause disruptions to the Debtors’ businesses and result in
significant costs, both of which could have a material adverse effect on the
Debtors’ businesses, financial condition, and results of operations.


          Finally,
if the Debtors are unable to negotiate these agreements on mutually acceptable
terms, the affected employees may engage in a strike instead of continuing to
work without contracts or under expired contracts, which could have a
materially adverse effect on the Debtors’ results of operations and financial
condition. Any unexpected shutdown of the Debtors’ casino property for a work
stoppage or strike action could have an adverse effect on their businesses and
results of operations. Moreover, strikes and work stoppages could also result
in adverse media attention or otherwise discourage customers from visiting the
Debtors’ casino. There cannot be assurance that the Debtors can be adequately
prepared for unexpected labor developments that may lead to a temporary or
permanent shutdown of their casino property.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 f.

 	
 Governmental Regulations and Taxation Policies Could Adversely Affect
 the Debtors’ Businesses, Financial Condition and Results of Operations 

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Regulation
 by Gaming Authorities

 



          As
stated more fully in Section II.C, above, the Debtors are subject to extensive
regulation with respect to the ownership and operation of their gaming
facility. The MGCB requires that the Debtors hold various licenses,
qualifications, filings of suitability, registrations, permits, and approvals.
The MGCB has broad powers with respect to the licensing of casino operations
and may deny, revoke, suspend, condition, or limit the Debtors’ gaming license,
impose substantial fines, temporarily suspend casino operations, and take other
actions, any one of which could adversely affect the Debtors’ businesses,
financial condition, and results of operations. In addition, the MGCB may
decide to deny requests to transfer ownership interests in Reorganized
Greektown as described in the Plan. 


100










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 Potential
 Changes in Legislation and Regulation 

 



          From
time to time, legislators and special interest groups propose legislation that
would expand, restrict, or prevent gaming operations in the jurisdiction in
which the Debtors operate. Further, from time to time, the jurisdiction could
consider or enact legislation and referenda, such as bans on smoking in casinos
and other entertainment and dining facilities, that could adversely affect the
Debtors’ operations. Any restriction on or prohibition relating to the Debtors’
gaming operations, or enactment of other adverse legislation or regulatory
changes, could have a material adverse effect on the Debtors’ businesses,
financial condition, and results of operations.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 Taxation and Fees

 



          The
casino entertainment industry represents a significant source of tax revenues
to the various jurisdictions in which casinos operate. Gaming companies are
currently subject to significant state and local taxes and fees in addition to
the federal and state income taxes that typically apply to corporations, and
such taxes and fees could increase at any time. From time to time, various
state and federal legislators and officials have proposed changes in tax laws
or in the administration of such laws, including increases in tax rates, which
would affect the gaming industry. Worsening economic conditions could intensify
the efforts of state and local governments to raise revenues through increases
in gaming taxes and fees. In addition, state or local budget shortfalls could
prompt tax or fee increases. Any material increase in assessed taxes, or the
adoption of additional taxes or fees in the Debtors’ market could have a
material adverse effect on the Debtors’ businesses, financial condition, and
results of operations. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 Compliance
 with Other Laws 

 



          The
Debtors are also subject to a variety of other rules and regulations, including
zoning, environmental, constructions and land-use, and regulations governing
the sale of alcoholic beverages. Failure to comply with these laws could have a
material adverse impact on the Debtors’ businesses, financial condition, and
results of operations. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 g.

 	
 Noncompliance with Environmental, Health, and Safety Regulations
 Could Adversely Affect the Debtors’ Results of Operations 

 



          As
the owner, operator, and developer of real property, the Debtors must address,
and may be liable for, hazardous materials or contamination of these sites. The
Debtors’ ongoing operations are subject to stringent regulations relating to
the protection of the environment an handling of waste, particularly with
respect to the management of wastewater from their facility. Any failure to
comply with existing laws or regulations, the adoption of new laws or regulations
with additional or more rigorous compliance standards, or the more rigorous
enforcement of environmental laws or regulations could adversely affect the
Debtors’ businesses, financial condition, and results of operations by
increasing their expenses and limiting their future opportunities.


101










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 h.

 	
 Allegations of Food-Related Illnesses Could Negatively Affect the
 Debtors’ Results from Operations 

 



          As
an operator of a hotel and restaurants, the Debtors are or may be subject to
complaints or litigation from consumers alleging illness, injury or other food
quality, health, or operational concerns. Food-related illnesses may be caused
by a variety of food-borne pathogens, such as e-coli or salmonella, and from a
variety of illnesses transmitted by restaurant workers, such as hepatitis. The
Debtors cannot control all of the potential sources of illness that can be
transmitted from food or the Debtors’ water supply. If any person becomes ill,
or alleges becoming ill, as a result of eating the Debtors’ food, the Debtors
may be liable for damages, be subject to governmental regulatory action, be
forced to shut down one or more of their restaurants, and/or receive adverse
publicity, regardless of whether the allegations are valid or whether the Debtors
are liable; all of which could adversely affect the Debtors’ businesses,
financial condition, and results of operations.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  i.

 	
 The Debtors Could Lose Key Employees 

 



          The
Debtors compete with other potential employers for employees, and the Debtors
may not succeed in hiring and retaining the executive and other employees that
they need. The inability to hire and retain qualified employees could adversely
affect the Debtors’ businesses, financial condition, and results of operations.



	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 j.

 	
 The Concentration and Evolution of the Slot Machine Manufacturing
 Industry Could Impose Additional Costs on the Debtors

 



          The
majority of the Debtors’ gaming revenue is attributable to slot machines
operated by the Debtors at their gaming facility. It is important, for
competitive reasons, that the Debtors offer the most popular and
technologically advanced slot machine games to their customers. A substantial
majority of the slot machines in the United States in recent years were manufactured
by a limited number of companies. A deterioration in the Debtors’ commercial
arrangements with any of these slot machine manufacturers could result in the
Debtors being unable to acquire the slot machines desired by the Debtors’
customers or could result in manufacturers significantly increasing the cost of
these machines. Alternatively, significant industry demand for new slot
machines may result in the Debtors being unable to acquire the desired number
of new slot machines or result in manufacturers increasing the cost of these
machines. 


          The
inability to obtain new and up-to-date slot machine games could impair the
Debtors’ competitive position and result in decreased gaming revenues at their
casino. In addition, increases in the costs associated with acquiring
slot-machine games could adversely affect the Debtors’ profitability. 


          In
recent years, the prices of new slot machines have risen more rapidly than the
domestic rate of inflation. Furthermore, in recent years, slot machine
manufacturers have frequently refused to sell slot machines featuring the most
popular games, instead requiring gaming operators to execute
participation-lease arrangements for them to be able to offer such machines to
patrons. Participation slot-machine-leasing arrangements typically require the
payment of a 


102






fixed daily
rental fee. Such agreements may also include a percentage payment to the
manufacturer of “coin-in” or “net win.” Generally, a slot machine participation
lease is more expensive over the long term than the cost of purchasing a new
slot machine. 


          For
competitive reasons, the Debtors may be forced to purchase new slot machines,
replace older slot machines with more costly machines, or enter into
participation-lease arrangements that are more expensive than the costs
currently associated with the continued operation of existing slot machines. If
the newer slot machines do not result in sufficient incremental revenues to
offset the increased investment and participation-lease costs, the Debtors’
businesses, financial condition, and results of operations could be adversely
affected.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 k.

 	
 The Debtors May Not Have or Be Able to Obtain Sufficient Insurance
 Coverage to Replace or Cover the Full Value of Losses the Debtors May Suffer 

 



          The
Debtors evaluate their risks and insurance coverage on a regular basis. While
the Noteholder Plan Proponents believe they have obtained sufficient insurance
coverage with respect to the occurrence of casualty damage to cover losses that
could result from the acts or events described above, the Debtors may not be
able to obtain sufficient or similar insurance for later periods and may not be
able to predict whether the Debtors will encounter difficulty in collecting on
any insurance claims they may submit, including claims for business
interruption. 


          In
addition, while the Debtors maintain insurance against many risks to the extent
and in amounts that the Noteholder Plan Proponents believe are reasonable,
these policies do not cover all risks. Furthermore, portions of the Debtors’
businesses are difficult or impracticable to insure. Therefore, after carefully
weighing the costs, risks, and retaining versus insuring various risks, as well
as the availability of certain typos of insurance coverage, the Debtors
occasionally opt to retain certain risks not covered by their insurance
policies. Retained risks are associated with deductible limits or self-insured
retentions, partial self-insurance programs, and insurance policy coverage
ceilings. 


          The
Debtors carry certain insurance policies that, in the event of certain
substantial losses, may not be sufficient to pay the full current market value
or current replacement cost of damaged property. As a result, if a significant
event were to occur that is not fully covered by the Debtors’ insurance
policies, the Debtors may lose all, or a portion of, the capital they have
invested in a property, as well as the anticipated future revenue from such
property, and the Debtors’ businesses, financial condition, and results of
operations could be adversely affected. Consequently, uninsured losses may
negatively affect the Debtors’ financial condition, liquidity and results of
operations. There can be no assurance that the Debtors will not face uninsured
losses pertaining to the risks they have retained. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 l.

 	
 The Debtors’ Business, Financial Condition, and Results of Operations
 Could Be Materially Adversely Affected by the Occurrence of Natural Disasters
 or Other Catastrophic Events, Including War and Terrorism 

 



          Natural
disasters, such as tornados, floods, fires, and earthquakes could adversely
affect 


103






the Debtors’
businesses and operating results. The Noteholder Plan Proponents cannot predict
the impact that future natural disasters will have on the Debtors’ ability to
maintain their customer base or sustain their business activities.


          Catastrophic
events such as terrorist and war activities in the United States and elsewhere
have had a negative effect on travel and leisure expenditures, including
lodging, gaming, and tourism. In addition, given that the Debtors’ sole gaming
facility is located in Detroit, Michigan, any man-made or natural disasters in
or around Detroit could have a significant adverse effect on their businesses,
financial condition, and results of operations. The Debtors cannot predict the
extent to which such events may affect them, directly or indirectly, in the
future. The Noteholder Plan Proponents also cannot ensure that the Debtors will
be able to obtain any insurance coverage with respect to occurrences of
terrorist acts and any losses that could result from these acts. 


          The
prolonged disruption at the Debtors’ property due to natural disasters,
terrorist attacks, or other catastrophic events could adversely affect the
Debtors’ businesses, financial condition, and results of operations. 


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 m.

 	
 Energy Price Increases May Adversely Affect the Debtors’ Businesses,
 Financial Condition, and Results of Operations 

 



          The
Debtors casino property uses significant amounts of electricity, natural gas,
and other forms of energy. While the Debtors have not experienced shortages of
energy or fuel to date, substantial increases in energy and fuel prices or
shortage of energy or fuel in the United States may negatively affect their
businesses, financial condition, results of operations in the future. The
extent of the impact is subject to the magnitude and duration of the energy and
fuel-price increase, but this impact could be material. In addition, energy and
gasoline prices increases in the Detroit metropolitan area and surrounding
areas could result in a decline in disposable income of potential customers and
a corresponding decrease in visitation and spending at the Debtors’ property,
which could negatively impact their revenues. Further, increases in fuel prices
and resulting increases in transportation costs, could adversely affect the
Debtors’ businesses, financial condition, and results of operations.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 n.

 	
 The Debtors’ Businesses May Be Materially Adversely Affected by
 Conditions in the Automotive Industry 

 



          The
Debtors casino property is located in Detroit, Michigan, a metropolitan area
whose economy is heavily dependent on the health of the global automotive
industry. Currently, the automotive industry is experiencing a dramatic
downturn, the future length and scope of which cannot be predicted. A prolonged
continuation or worsening of this downturn could materially impact the
disposable income of Reorganized Greektown’s customers, causing a decrease in
visitation and spending at the Debtors’ properties. Such events could adversely
impact the Debtors’ businesses, financial condition, and results of operations.



104










	
  

 	
  

 	
  

 
	
 D.

 	
 Risks Associated With Forward-Looking Statements


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Financial Information Is Based on the
 Debtors’ Books and Records and, Unless Otherwise Stated, No Audit Was
 Performed 

 



          The
financial information in this Disclosure Statement has not been audited. In
preparing this Disclosure Statement, the Noteholder Plan Proponents relied on
financial data derived from the Debtors’ books and records that was available
at the time of such preparation. Although the Noteholder Plan Proponents have
used their reasonable business judgment to ensure the accuracy of the financial
information provided in this Disclosure Statement, and while the Noteholder
Plan Proponents believe that such financial information fairly reflects the
financial condition of the Debtors, the Noteholder Plan Proponents are unable
to warrant or represent that the financial information is without inaccuracies.



	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Financial Projections and Other
 Forward-looking Statements Are Not Assured, Are Subject to Inherent
 Uncertainty Due to the Numerous Assumptions on which They Are Based and, as a
 Result, Actual Results May Vary 

 



          This
Disclosure Statement contains various projections concerning the financial
results of the Reorganize Debtors’ operations, including the Financial
Projections that are, by their nature, forward looking, and which projections
are necessarily based on certain assumptions and estimates. Should any or all
of these assumptions or estimates ultimately prove to be incorrect, the actual
future experiences, of Reorganized Greektown may turn out to be different from
the XRoads Financial Projections. Due to the inherent uncertainties associated
with projecting financial results generally, the projections contained in this
Disclosure Statement will not be considered assurances or guarantees of the
amount of funds or the amount of Claims that may be Allowed in the various
Classes. 


          Specifically,
the projected financial results contained in this Disclosure Statement reflect
numerous assumptions concerning the anticipated future performance of
Reorganized Greektown, some of which may not materialize, including, without
limitation assumptions concerning: (a) the timing of Confirmation and
Consummation of the Plan in accordance with its terms; (b) the anticipated
future performance of Reorganized Greektown, including without limitation, the
Debtors’ ability to maintain or increase revenue and gross margins, control
future operating expenses, or make necessary capital expenditures; (c) general
business and economic conditions; (d) overall industry performance and trends;
(e) the Debtors’ ability to maintain market strength and receive vendor support
by way of favorable purchasing terms; and (f) consumer preferences continuing
to support the Debtors’ business plan. 


	
  

 	
  

 	
  

 
	
 E.

 	
 Disclosure Statement Disclaimer 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Information Contained in this Disclosure
 Statement Is for Soliciting Votes and the Rights Offering 

 



          The
information contained in this Disclosure Statement is for the purpose of
soliciting votes on the Plan and for providing information in connection with
the Rights Offering and may not be relied on for any other purposes. 


105










	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 This Disclosure Statement Was Not Approved
 by the U.S. Securities and Exchange Commission 

 



          This
Disclosure Statement was not filed with the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Act or applicable state securities
laws. Neither the SEC nor any state regulatory agency has passed on the
accuracy or adequacy of this Disclosure Statement, or the Exhibits or the
statements contained in this Disclosure Statement, and any representation to
the contrary is unlawful. 


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Reliance on Exemptions from Registration
 under the Securities Act 

 



          This
Disclosure Statement has been prepared under section 1125 of the Bankruptcy
Code and Bankruptcy Rule 3016(b) and is not necessarily in accordance with
federal or state securities laws or other similar laws. The offer of the New
Preferred Stock and New Common Stock to certain Claim Holders has not been
registered under the Securities Act or similar state securities laws or “blue
sky” laws. 


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 No Legal or Tax Advice Is Provided to You
 by this Disclosure Statement 

 



          This
Disclosure Statement is not legal advice to you. The contents of this
Disclosure Statement should not be construed as legal, business, or tax advice.
Each Claim and Interest Holder should consult his or her own legal counsel and
accountant for legal, tax, and other matters related to his or her Claim or
Interest. This Disclosure Statement may not be relied on for any purpose other
than to determine how to vote on the Plan or object to Confirmation of the
Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 No Admissions Made 

 



          The
information and statements contained in this Disclosure Statement will neither
(a) constitute an admission of any fact or liability by any Person (including,
without limitation, the Noteholder Plan Proponents) nor (b) be deemed evidence
of the tax or other legal effects of the Plan on the Debtors, Reorganized
Greektown, Allowed Claim or Interest Holders, or any other parties in interest.



	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Failure to
 Identify Litigation Claims or Projected Objections 

 



          No
reliance should be placed on the fact that a particular litigation claim or
projected objection to a particular Claim or Interest is, or is not, identified
in this Disclosure Statement. The Debtors or Reorganized Greektown may seek to
investigate, file, and prosecute Claims and Interests and may object to Claims
after the Confirmation or Effective Date of the Plan irrespective of whether
this Disclosure Statement identifies such Claims or objections to Claims. 


	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 No Waiver of Right to Object or Right to
 Recover Transfers and Assets 

 



          The
vote by a Holder of an Allowed Claim for or against the Plan does not
constitute a waiver or release of any Claims, Causes of Action, or rights of
the Noteholder Plan Proponents, the Debtors or Reorganized Greektown (or any
party in interest, as the case may be) to object to that Holder’s Allowed Claim,
or recover any preferential, fraudulent, or other voidable transfer 


106






of assets,
regardless of whether any Claims or Causes of Action of the Noteholder Plan
Proponents, the Debtors or the Debtors’ respective Estates are specifically or
generally identified herein. 


	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Information Was Provided by the Debtors and
 Was Relied on by the Noteholder Plan Proponents’ Professionals 

 



          The
Professionals have relied on information provided by the Debtors in connection
with the preparation of this Disclosure Statement. Although the Professionals
have performed certain limited due diligence in connection with the preparation
of this Disclosure Statement, they have not verified independently the
information contained in this Disclosure Statement. 


	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Potential Exists for Inaccuracies, and the
 Noteholder Plan Proponents Have No Duty to Update 

 



          The
statements contained in this Disclosure Statement are made by the Noteholder
Plan Proponents as of the date of this Disclosure Statement, unless otherwise
specified, and the delivery of this Disclosure Statement after that date does
not imply that there has not been a change in the information since that date.
While the Noteholder Plan Proponents have used their reasonable business
judgment to ensure the accuracy of all of the information provided in this
Disclosure Statement and in the Plan, the Noteholder Plan Proponents
nonetheless cannot, and do not, confirm the current accuracy of all statements
appearing in this Disclosure Statement. Further, although the Noteholder Plan
Proponents may subsequently update the information in this Disclosure
Statement, the Noteholder Plan Proponents have no affirmative duty to do so
unless ordered to do so by the Bankruptcy Court. 


	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 No Representations Outside this Disclosure
 Statement Are Authorized 

 



          No
representations concerning or relating to the Debtors, these Chapter 11 Cases,
or the Plan are authorized by the Bankruptcy Court or the Bankruptcy Code,
other than as set forth in this Disclosure Statement. Any representations or
inducements made to secure your acceptance or rejection of the Plan other than
as contained in, or included with, this Disclosure Statement, should not be
relied upon by you in arriving at your decision. You should promptly report
unauthorized representations or inducements to the Noteholder Plan Proponents’
counsels, the Creditors’ Committee counsel, and the United States Trustee. 


	
  

 	
  

 	
  

 
	
 F.

 	
 Alternatives to Confirmation and Consummation of the Plan 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Liquidation under Chapter 7 

 



          If
no plan can be confirmed, the Debtors’ Chapter 11 Cases may be converted to a
case (or cases) under chapter 7 of the Bankruptcy Code, pursuant to which a
trustee would be elected to liquidate the assets of the Debtors for distribution
in accordance with the priorities established by the Bankruptcy Code. A
discussion of the effects that a chapter 7 liquidation would have on the
recoveries of Holders of Claims and Interests and the Debtors’ Liquidation
Analysis is set forth above, the Noteholder Plan Proponents believe that
liquidation under chapter 7 would result in (1) smaller distributions being
made to Creditors than those provided for in the Plan because of: (a) the
likelihood that the assets of the Debtors would have to be sold or otherwise
disposed 


107






of in a less
orderly fashion over a shorter period of time; (b) additional administrative
expenses involved in the appointment of a trustee; and (c) additional expenses
and claims, some of which would be entitled to priority, which would be
generated during the liquidation and from the rejection of leases and other
executory contracts in connection with a cessation of the Debtors’ operations;
and (2) no distributions being made to any class junior to the Holders of
Allowed Secured Claims. 


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Alternative Plan of Reorganization 

 



          If
the Plan is not confirmed, the Debtors may seek expedited confirmation of the
Debtor/Lender Plan. Additionally, the Noteholder Plan Proponents, the Debtors,
or any other party in interest could attempt to formulate a different plan.
Such a plan might involve either a reorganization and continuation of the
Debtors’ business or an orderly liquidation of their assets. With respect to an
alternative plan, the Noteholder Plan Proponents have explored various
alternatives in connection with the formulation and development of the Plan,
The Noteholder Plan Proponents believe that the Plan, as described herein,
enables Creditors to realize the most value under the circumstances. In a
liquidation under chapter 11, the Debtors’ assets would be sold in an orderly
fashion over a more extended period of time than in a liquidation under chapter
7, possibly resulting in somewhat greater (but indeterminate) recoveries than
would be obtained in chapter 7. Further, if a trustee were not appointed,
because such appointment is not required in a chapter 11 case, the expenses for
Professional fees would most likely be lower than those incurred in a chapter 7
case. Although preferable to a chapter 7 liquidation, the Noteholder Plan
Proponents believe that any alternative liquidation under chapter 11 is a much
less attractive alternative to Creditors and Interest Holders than the Plan
because of the greater return provided by the Plan. 


VIII. SECURITIES LAWS MATTERS


          In reliance
upon section 1145 of the Bankruptcy Code, other than Backstop Securities (as
defined below), the offer and issuance of New Common Stock, New Preferred Stock
and Rights Offering Securities (the “Plan Securities” and to the extent
they constitute “securities,” the “1145 Securities”) will be exempt from
the registration requirements of the Securities Act of 1933, as amended, (the “Securities
Act”) and equivalent provisions in state securities laws. Section 1145(a)
of the Bankruptcy Code generally exempts from such registration requirements
the issuance of securities if the following conditions are satisfied: (i) the
securities are issued or sold under a chapter 11 plan by (a) a debtor, (b) one
of its affiliates participating in a joint plan with the debtor, or (c) a
successor to a debtor under the plan and (ii) the securities are issued
entirely in exchange for a claim against or interest in the debtor or such
affiliate, or are issued principally in such exchange and partly for cash or
property. The Noteholder Plan Proponents believe that the exchange of 1145
Securities for Claims against the Debtors under the circumstances provided in
the Plan will satisfy the requirements of section 1145(a) of the Bankruptcy
Code.

          The 1145 Securities to be issued pursuant to the Plan will be deemed to
have been issued in a public offering under the Securities Act and, therefore,
may be resold by any Holder thereof without registration under the Securities
Act pursuant to the exemption provided by section 4(1) thereof, unless the
Holder is an “underwriter” with respect to such securities, as that term is
defined in section 1145(b)(1) of the Bankruptcy Code (a “statutory
underwriter”). In 


108






addition, such
securities generally may be resold by the holders thereof without registration
under state securities or “blue sky” laws pursuant to various exemptions
provided by the respective laws of the individual states. However, holders of
securities issued under the Plan are advised to consult with their own counsel
as to the availability of any such exemption from registration under federal
securities laws and any relevant state securities laws in any given instance
and as to any applicable requirements or conditions to the availability
thereof. 


          Section
1145(b)(i) of the Bankruptcy Code defines “underwriter” for purposes of the
Securities Act as one who (i) purchases a claim or interest with a view to
distribution of any security to be received in exchange for the claim or
interest, or (ii) offers to sell securities issued under a plan for the holders
of such securities, or (iii) offers to buy securities issued under a plan from
persons receiving such securities, if the offer to buy is made with a view to
distribution of such securities and under an agreement made in connection with
the plan, with the consummation of the plan, or with the offer or sale of
securities under the plan, or (iv) is an issuer of the securities within the
meaning of section 2(a)(11) of the Securities Act. An entity is not deemed to
be an “underwriter” under section 2(a)(11) of the Securities Act with respect
to securities received under section 1145(a)(1) which are transferred in
“ordinary trading transactions” made on a national securities exchange or a
NASDAQ market. However, there can be no assurances, and it is not currently
anticipated, that such securities will be listed on an exchange or NASDAQ
market. What constitutes “ordinary trading transactions” within the meaning of
section 1145 of the Bankruptcy Code is the subject of interpretive letters by
the staff of the Securities and Exchange Commission (the “SEC”). Generally,
ordinary trading transactions are those that do not involve (i) concerted
activity by recipients of securities under a plan of reorganization, or by
distributors acting on their behalf, in connection with the sale of such
securities, (ii) use of informational documents in connection with the sale
other than the disclosure statement relating to the plan, any amendments
thereto, and reports filed by the issuer with the SEC under the Securities
Exchange Act of 1934, as amended, or (iii) payment of special compensation to
brokers or dealers in connection with the sale. 


          The
term “issuer” is defined in section 2(4) of the Securities Act; however, the
reference contained in section 1145(b)(1)(D) of the Bankruptcy Code to section
2(11) of the Securities Act purports to include as statutory underwriters all
persons who, directly or indirectly, through one or more intermediaries,
control, are controlled by, or are under common control with, an issuer of
securities. “Control” (as defined in Rule 405 under the Securities Act) means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise. Accordingly, an
officer or director of a reorganized debtor or its successor under a plan of
reorganization may be deemed to be a “control person” of such debtor or
successor, particularly if the management position or directorship is coupled
with ownership of a significant percentage of the voting securities of such
issuer. Additionally, the legislative history of section 1145 of the Bankruptcy
Code provides that a creditor who receives at least 10% of the voting
securities of an issuer under a plan of reorganization will be presumed to be a
statutory underwriter within the meaning of section 1145(b)(i) of the
Bankruptcy Code. 


          Certain
issuances of the New Common Stock, New Preferred Stock, Rights Offering Shares,
and Reduced Vote Rights Offering Shares to Put Parties will not be exempt from
the registration requirements of the Securities Act pursuant to section 1145 of
the Bankruptcy Code, 


109






but the Noteholder Plan
Proponents believe that any such issuance of the Plan Securities to the Put
Parties will be exempt pursuant to section (4)(2) of the Securities Act, as a
transaction by an issuer not involving any public offering, and equivalent
exemptions in state securities laws. 


          To the extent that persons
receive Plan Securities not exempt from the registration requirements of the
Securities Act pursuant to section 1145 of the Bankruptcy Code (collectively,
“Restricted Holders”), resales by Restricted Holders would not be exempted by section
1145 of the Bankruptcy Code from registration under the Securities Act or other
applicable law. Restricted Holders may, however, be able, at a future time and
under certain conditions described below, to sell securities
without registration pursuant to the resale provisions of Rule 144 under the
Securities Act.  


          Under certain circumstances,
holders of 1145 Securities deemed to be “underwriters” may be entitled to
resell their securities pursuant to the limited safe harbor resale provisions
of Rule 144 of the Securities Act, to the extent available, and in compliance
with applicable state and foreign securities laws. Generally, Rule 144 of the
Securities Act provides that persons who are affiliates of an issuer who resell
securities will not be deemed to be underwriters if certain conditions are met.
These conditions include the requirement that current public information with
respect to the issuer be available, a limitation as to the amount of securities
that may be sold in any three-month period, the requirement that the securities
be sold in a “brokers transaction” or in a transaction directly with a “market
maker” and that notice of the resale be filed with the Securities and Exchange
Commission. The Debtors cannot assure, however, that adequate current public
information will exist with respect to any issuer of 1145 Securities and
therefore, that the safe harbor provisions of Rule 144 of the Securities Act
will be available, provided, however, that Newco intends to
register the New Common Stock on a registration statement on Form 10 and become
a reporting issuer under the Securities Exchange Act of 1934, as amended. 


          Pursuant to the Plan,
certificates evidencing 1145 Securities received by Restricted Holders or by a
holder that the Debtors determine is an underwriter within the meaning of
section 1145 of the Bankruptcy Code will bear a legend substantially in the
form below: 


	
  

 
	
 THE
 SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
 SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE
 OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE
 TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE
 STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
 REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT
 REQUIRED.

 



          Any
person or entity entitled to receive 1145 Securities who the issuer of such
securities determines to be a statutory underwriter that would otherwise
receive legended securities as provided above, may instead receive certificates
evidencing 1145 Securities without such legend 


110






if, prior to
the distribution of such securities, such person or entity delivers to such
issuer, (i) an opinion of counsel reasonably satisfactory to such issuer to the
effect that the 1145 Securities to be received by such person or entity are not
subject to the restrictions applicable to “underwriters” under section 1145 of
the Bankruptcy Code and may be sold without registration under the Securities
Act and (ii) a certification that such person or entity is not an “underwriter”
within the meaning of section 1145 of the Bankruptcy Code. Any Holder of a
certificate evidencing 1145 Securities bearing such legend may present such
certificate to the transfer agent for 1145 Securities for exchange for one or
more new certificates not bearing such legend or for transfer to a new holder
without such legend at such time as (i) such securities are sold pursuant to an
effective registration statement under the Securities Act or (ii) such holder
delivers to the issuer of such securities an opinion of counsel reasonably
satisfactory to such issuer to the effect that such securities are no longer
subject to the restrictions applicable to “underwriters” under section 1145 of
the Bankruptcy Code or (iii) such effect that (x) such securities
are no longer subject to the restrictions pursuant to an exemption under the
Securities Act and such securities may be sold without registration under the
Securities Act or (y) such transfer is exempt from registration under the
Securities Act, in which event the certificate issued to the transferee shall
not bear such legend. 


          IN
VIEW OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF WHETHER A RECIPIENT
OF SECURITIES MAY BE AN UNDERWRITER OR AN AFFILIATE OF REORGANIZED GREEKTOWN,
THE DEBTORS MAKE NO REPRESENTATIONS CONCERNING THE RIGHT OF ANY PERSON TO TRADE
IN SECURITIES TO BE DISTRIBUTED PURSUANT TO THE PLAN. ACCORDINGLY, THE
NOTEHOLDER PLAN PROPONENTS RECOMMEND THAT POTENTIAL RECIPIENTS OF SECURITIES
CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES.



IX. CERTAIN U.S. FEDERAL INCOME TAX
CONSIDERATIONS


          Set
forth below is a very general summary of certain U.S. federal income tax
considerations with respect to the Consummation of the Plan and the receipt of
New Common Stock of Newco with respect to (i) the Debtors and Reorganized
Greektown and (ii) a typical Holder of an Allowed Claim who is entitled to vote
on or to accept or reject the Plan. Except as otherwise noted, the following
summary does not discuss the U.S. federal income tax considerations to Holders
whose Claims are entitled to payment in full in cash or are otherwise
unimpaired under the Plan, or to Holders of Interests or Intercompany Claims,
or with respect to Claims of nontaxable entities (such as an Indian tribal authority
or a government). 


          This
discussion is based on current provisions of the IRC, final, temporary or
proposed Treasury Regulations promulgated thereunder, judicial opinions,
published positions of the Internal Revenue Service (the “Service”) and
all other applicable authorities, all as in effect on the date of this
Disclosure Statement, and all of which are subject to change (possibly with
retroactive effect) and are subject to differing judicial or administrative
interpretations, resulting in U.S. federal income tax considerations different
from those discussed below. There can be no assurance that the Service will not
take a contrary view. No ruling from the Service has been or will be sought nor
will any counsel provide a legal opinion as to any of the tax issues or matters
set forth below. 


111






          Legislative,
judicial or administrative changes or interpretations may be forthcoming that
could alter or modify the statements and conclusions set forth herein. Any such
changes may or may not be retroactive and could affect the tax consequences for
the Holders, the Debtors and Reorganized Greektown. It cannot be predicted
whether any tax legislation will be enacted or, if enacted, whether any tax law
changes contained therein would affect the tax consequences to the Holders, the
Debtors or Reorganized Greektown. 


          The
following discussion assumes that a Holder of an Allowed Claim will hold any
New Common Stock as a “capital asset.” It also assumes that all of the Debtors’
debt obligations constitute indebtedness for U.S. federal income tax purposes. 


          This
discussion is for general information only and addresses only certain material
U.S. federal income tax considerations and does not address all of the
considerations or taxes that may be relevant to a Holder, such as the potential
application of any state, local or foreign tax laws or federal estate or gift
tax laws or the alternative minimum tax. It does not attempt to consider any
facts or limitations applicable to any particular Holder in light of that
Holder’s particular circumstances or to any Holder subject to special rules
under the U.S. federal income tax laws, such as financial institutions, banks,
thrifts, mutual funds, insurance companies, brokers, dealers or traders in
securities, commodities or currencies, tax-exempt organizations, sovereigns,
and entities or organizations treated as sovereigns or states for U.S. federal
income tax purposes, tax-qualified retirement plans, partnerships and other
pass-through entities, investors in such pass-through entities, small business
investment companies, regulated investment companies, real estate investment
trusts, foreign corporations, foreign trusts, foreign estates, Holders who are
not citizens or residents of the United States, or who are not “U.S. persons”
under the Internal Revenue Code, Holders subject to the alternative minimum
tax, Holders holding Claims as part of a hedge, straddle, constructive sale or
other risk reduction strategy or as part of a conversion transaction or other
integrated investment, Holders who have a “functional currency” other than the
U.S. dollar or Holders that acquired interests in connection with the
performance of services. 


          The
Plan contemplates the possible implementation of alternate reorganizational
structures that could potentially have varying tax consequences for the Debtors
and the Holders of Claims. This discussion does not specifically address the
tax consequences of any particular alternate structure or its implementation,
although it generally describes certain considerations that would apply in
certain circumstances. The Debtors and Holders should consult their respective
tax advisers if and when such alternate structures are implemented. 


          THE
TAX LAWS WITH RESPECT TO BANKRUPTCY AND INSOLVENCY MATTERS THAT ARE APPLICABLE
TO LIMITED LIABILITY COMPANIES ARE EXTREMELY COMPLEX AND UNCERTAIN, AND THE
FOLLOWING SUMMARY IS OF A GENERAL NATURE ONLY. HOLDERS OF CLAIMS AND EQUITY
INTERESTS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL INCOME
TAX CONSIDERATIONS FOR THEM OF THE CONSUMMATION OF THE PLAN, AS WELL AS ANY TAX
CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS, OR ANY OTHER
FEDERAL TAX LAWS. 


          TO
COMPLY WITH INTERNAL REVENUE SERVICE CIRCULAR 230, 


112






TAXPAYERS ARE HEREBY NOTIFIED THAT (A) ANY
DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS DISCLOSURE STATEMENT IS NOT
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE
PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON A TAXPAYER UNDER THE
INTERNAL REVENUE CODE, (B) ANY SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH
THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN, AND
(C) TAXPAYERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM
AN INDEPENDENT TAX ADVISOR. 


	
  

 	
  

 
	
 A.

 	
 U.S. Federal Income Tax Considerations for the Debtors 

 



          The
following discussion assumes that Holdings is, and will be, treated as a
partnership (although its future status will be determined in the sole
discretion of the Put Parties) and the current Holders of Interests in Holdings
are, and will be, treated as partners of Holdings for U.S. federal income tax
purposes through the Effective Date. It also assumes that Casino is an entity
disregarded as separate from Holdings for U.S. federal income tax purposes. The
U.S. federal income tax consequences of the Plan to Holdings and its members
are uncertain, and will depend in part on the classification of Reorganized
Holdings and Newco (and, to the extent Newco Sub is formed, Newco Sub) for U.S.
federal income tax purposes, the characterization of the restructuring
transactions and the precise transactions undertaken in connection with the
Plan. The tax returns of Reorganized Greektown and the Debtors for the year in
which cancellation of indebtedness income is recognized by the Debtors in
connection with the Plan, including the allocation of items to and among the
owners of equity Interests in Holdings, and all elections relating thereto as
well as the tax characterization of the restructuring transactions shall be
determined in the sole discretion of the Put Parties. 


	
  

 	
  

 	
  

 
	
  

 	
 1. 

 	
 Gain or Loss on Consummation of the Plan 

 



          Each
of Holdings and the other Debtors will recognize taxable gain or loss on any
taxable disposition of its assets pursuant to the Plan, including the transfer
of the Litigation Trust Assets to the Litigation Trust and any other taxable
transfers of assets by Holdings (such as a taxable sale of its assets or a
deemed or actual taxable transfer to Newco or any other person or persons) or
such Debtor, as applicable. If Holdings recognizes gain or loss, such gain or
loss (all or a portion of which may constitute ordinary income or loss) would
be recognized while Holdings is treated as a partnership for U.S. federal
income tax purposes and allocated among the existing members of Holdings (and
not holders of New Common Stock or New Preferred Stock or Newco or Newco Sub)
in accordance with Holdings’ limited liability company agreement and their
interests in Holdings. Significant limitations apply to the deductibility of
certain losses and deductions of an entity treated as a partnership for U.S.
federal income tax purposes. Existing members of Holdings may also recognize
gain or loss with respect to their interests in Holdings. 


	
  

 	
  

 	
  

 
	
  

 	
 2. 

 	
 Cancellation of Indebtedness 

 



          In
very general terms, the discharge of a debt obligation for an amount less than
the obligation’s adjusted issue price gives rise to cancellation of indebtedness
income (“CODI”) to a debtor, which must be included in the debtor’s
income for U.S. federal income tax purposes, unless payment of the obligation
would have given rise to a deduction for the debtor. Holdings 


113






and the other
Debtors generally will realize substantial amounts of CODI in connection with
the Plan, which will be reported to the Service. The CODI realized by Holdings
and Casino will be allocated among the existing members of Holdings (and not
the holders of New Common Stock and New Preferred Stock or Newco or Newco Sub)
in accordance with Holdings’ limited liability company agreement and such
members’ interests in Holdings. The amount of such CODI will depend upon a
number of factors. Under IRC section 108, under certain circumstances CODI will
not be recognized if the CODI occurs in a case brought under the Bankruptcy
Code, provided the taxpayer is under the jurisdiction of a court in such case
and the cancellation of indebtedness is granted by the court or is pursuant to
the plan approved by the court (the “Bankruptcy Exception”). Generally,
under IRC section 108(b), any CODI excluded from gross income under the
Bankruptcy Exception must be applied against and reduce certain tax attributes
of the taxpayer (including, but not limited to, NOL carryforwards, current year
NOLs, tax credits and tax basis in assets). However, under IRC section
108(d)(6), when a partnership realizes CODI, the partners of such partnership
are treated as receiving their allocable share of such CODI and the Bankruptcy
Exception (and related attribute reduction) is applied at the partner level
rather than the partnership level. Similarly, the exemption from recognition of
CODI for insolvent taxpayers is applied at the partner level as well.
Accordingly, the partners of Holdings will be treated as receiving their
allocable share of CODI realized by Holdings and they may not be able to
utilize the bankruptcy exception. Holdings’ partners include another
partnership, so the potential applicability of the Bankruptcy Exception would
be tested under Section 108(d)(6) at the level of the partners of such
partnership. Any CODI recognized by a member of Holdings will increase such
member’s adjusted tax basis in its Interest. However, as discussed further
below, the reduction in a member’s share of partnership liabilities (e.g., as a
result of the discharge of Holdings’ liabilities under the Plan or otherwise)
will reduce such member’s adjusted tax basis in its partnership interest in
Holdings. These increases and decreases in a member’s adjusted tax basis in its
partnership interest in Holdings will generally be governed by the
organizational documents and membership agreement of Holdings that are in place
as of the cancellation of Holdings’ liabilities for tax purposes and the members’
Interests in Holdings, and are uncertain. To the extent any of the Debtors that
are corporations are treated as realizing CODI, the Bankruptcy Exception would
apply to exclude the CODI from gross income. These corporations would also
respectively be subject to potential tax attribute reduction under IRC section
108(b). 


          In
February 2009, Congress enacted as part of the American Recovery and
Reinvestment Act an elective CODI deferral and ratable inclusion provision with
respect to the reacquisition of “applicable debt instruments” within the
meaning of IRC section 108(i). The Plan provides that such election will not be
made by or with respect to any entity recognizing CODI. 


	
  

 	
  

 	
  

 
	
  

 	
 3. 

 	
 Deemed Distributions 

 



          A
partner’s share of partnership liabilities is generally included in the
partner’s tax basis in its partnership interest, and a reduction in such share
is generally treated as a distribution to such partner. The reductions in
Holding’s liabilities that will occur pursuant to the Plan will be treated as
distributions from Holdings to its members to the extent of their shares of
such reductions. These distributions will first reduce a member’s adjusted tax
basis to zero, and any excess distribution will be taxable to such member, resulting
in income recognition. 


114










	
  

 	
  

 	
  

 
	
  

 	
 4. 

 	
 Section 382 Limitations on Net Operating
 Losses 

 



          If
a corporation undergoes an ownership change, as defined in IRC section 382(g),
the application of pre-change Net Operating Losses (“NOLs”) to reduce income
for any post-change year is limited by IRC section 382. Any NOLs of a Debtor
that is a corporation would be subject to limitation under IRC section 382 by
reason of the Plan.


	
  

 	
  

 	
  

 
	
  

 	
 5. 

 	
 Transfer of Assets to Litigation Trust 

 



          Pursuant
to the Plan, the Debtors will be treated for U.S. federal income tax purposes
as transferring the Litigation Trust Assets to the beneficiaries of the
Litigation Trust followed by the transfer by such beneficiaries to the
Litigation Trust of such Litigation Trust Assets in exchange for beneficial
interests in the Litigation Trust. Accordingly, the transfer of such assets by
the Debtors is a taxable transaction, and may result in the recognition of
income or gain by the Debtors, depending in part on the value of such assets at
the time of transfer. 


	
  

 	
  

 
	
 B.

 	
 U.S. Federal Income Tax Considerations for Holders 

 



          The
following discussion applies to a Holder who (or that) is treated for U.S.
federal income tax purposes as (i) an individual that is a citizen or resident
of the United States, (ii) a corporation or other entity taxable as a
corporation created or organized under the laws of the United States or any
state thereof or the District of Columbia, (iii) an estate, the income of which
is subject to U.S. federal income tax regardless of its source, or (iv) a
trust, if it is subject to the primary supervision of a federal, state or local
court within the United States and one or more U.S. persons have authority to
control all substantial trust decisions or, if the trust has a valid election
in effect under the applicable Treasury Regulations to be treated as a U.S.
person.

          The potential U.S. federal income tax considerations with respect to
the Plan to a Holder of a Claim will depend, among other things, upon the
origin of the Holder’s Claim, whether or not the Holder holds the Claim as a
capital asset, whether the Holder reports income using the accrual or cash
method (or other method) of accounting, the manner in which the Holder acquired
the Claim and its timing in acquiring the Claim, whether the Claim constitutes
a “security” for U.S. federal income tax purposes, whether the Holder has taken
a bad debt deduction or worthless security deduction with respect to such Claim
(or portion of its Claim) in the current year or any prior year, the length of
time the Claim has been held, whether the Claim was acquired at a discount,
whether the Holder has previously included in its taxable income accrued but
unpaid interest with respect to the Claim, and whether the Claim is an
installment obligation for U.S. federal income tax purposes. 


	
  

 	
  

 	
  

 
	
  

 	
 1. 

 	
 Class 1, 7, 11, 16, 20 and 24 Claims
 (Secured Claims of Pre-petition Lenders Against Each Reorganizing Debtor,
 Trappers and Holdings II) 

 



          Under
the Plan, each Holder of an Allowed Claim in Classes 1, 7, 11, 16, 20 and 24
shall receive, in full satisfaction of such Allowed Pre-petition Credit
Agreement Claim, Cash in the full amount of such Holder’s Allowed Pre-petition
Credit Agreement Claim. In general, each Holder of such a Claim should
recognize gain or loss in an amount equal to the difference between (x) the
amount of Cash received by the Holder in satisfaction of its claim, and (y) the
Holder’s adjusted tax basis in its claim. However, the U.S. federal income tax consequences
of 


115






the Plan to
Holders of Allowed Claims in Classes 1, 7, 11, 16, 20 and 24 are uncertain and
will depend in part on such Holder’s particular circumstances, as well as the
factors mentioned above. Holders of such Claims should therefore consult their
tax advisors as to the tax consequences resulting to them as a consequence of
the Consummation of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 2. 

 	
 Class 2, 8, 12, 17, 21 and 25 Claims
 (Allowed Other Secured Claims Against Holdings, Casino, Holdings II,
 Builders, Builders Property, Realty, Realty Property, Trappers and Trappers
 Property) 

 



          Except
to the extent that a Holder of an Allowed Other Secured Claim in Classes 2, 8,
12, 17, 21 or 25 agrees to a different treatment, at the sole option of
Reorganized Greektown with the prior written consent of the Put Parties, (i) on
the Effective Date or as soon thereafter as is practicable, each Allowed Other
Secured Claim shall be Reinstated and rendered unimpaired in accordance with
section 1124(2) of the Bankruptcy Code, notwithstanding any contractual
provision or applicable non-bankruptcy law that entitles the Holder of an
Allowed Other Secured Claim to demand or receive payment of such Allowed Other
Secured Claim prior to the stated maturity of such Allowed Other Secured Claim
from and after the occurrence of a default, (ii) each Holder of an Allowed
Other Secured Claim in Classes 2, 8, 12, 17, 21 or 25 shall receive Cash in an
amount equal to such Allowed Other Secured Claim, including any interest on
such Allowed Other Secured Claim required to be paid pursuant to section 506(b)
of the Bankruptcy Code, on the later of the Effective Date and the date such
Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon
thereafter as is practicable or (iii) each Holder of an Allowed Other Secured
Claim in Classes 2, 8, 12, 17, 21 or 25 shall receive the Collateral securing
its Allowed Other Secured Claim and any interest on such Allowed Other Secured
Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, in
full and complete satisfaction of such Allowed Other Secured Claim on the later
of the Effective Date and the date such Allowed Other Secured Claim becomes an
Allowed. 


          The
U.S. federal income tax consequences of the Plan to Holders of Allowed Claims
in Classes 2, 8, 12, 17, 21 or 25 are uncertain and will depend on a Holder’s
particular circumstances, what the Holder receives, the classification of
Reorganized Holdings for U.S. federal income tax purposes, as well as the factors
mentioned above. Holders of such Claims should therefore consult their tax
advisors as to the tax consequences resulting to them as a consequence of
Consummation of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 3. 

 	
 Class 3 & 13 Claims (Bond Claims
 Against Holdings and Holdings II) 

 



          Each
Holder of an Allowed Claim in Classes 3 and 13 shall receive, in full
satisfaction of such Allowed Claim, (i) subject to Section 4.10.5 of the Plan,
from Newco, such Holder’s Pro Rata share of 140,000 shares of New Common Stock,
(ii) from the Debtors, a share of the Holdings Litigation Trust Interest equal
to the proportion that such Holder’s Allowed Bond Claim bears to the aggregate
amount of all Allowed Bond Claims and all Allowed General Unsecured Claims in
Class 4 and (iii) the right to participate in the Rights Offering and purchase
such Holder’s Pro Rata share of Rights Offering Securities as provided in
Section 4.7 of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Litigation Trust Interests 

 



          Pursuant
to the Plan, the Debtors will be treated for U.S. federal income tax purposes
as 


116






transferring
the Litigation Trust Assets to the beneficiaries of the Litigation Trust
followed by the transfer by such persons to the Litigation Trust of such
Litigation Trust Assets in exchange for beneficial interests in the Litigation
Trust. All parties shall treat the Litigation Trust as a “liquidating trust” in
accordance with Treasury Regulations Section 301.7701-4(d) of which the
beneficiaries are the grantors and beneficiaries. The Litigation Trustee shall
file returns for the Litigation Trust as a “grantor trust” pursuant to Treasury
Regulations Section 1.671-4(a). Accordingly, each Holder of an Allowed General
Unsecured Claim Against Holdings will be treated for U.S. federal income tax
purposes as directly receiving, and as a direct owner of, its respective share
of the Litigation Trust Assets. The Trustee will make a good-faith valuation of
the Litigation Trust Assets, and all parties must consistently use such
valuation for all U.S. federal income tax purposes. In general, each beneficial
owner of the Litigation Trust should recognize gain or loss in an amount equal
to the difference between (x) the fair market value of its share of the
Litigation Trust Assets that were treated as transferred to such Holder in satisfaction
of its Claim and (y) the portion of the Holder’s adjusted tax basis in the
portion of its Claim exchanged for such assets. The allocation of the tax basis
in a Holder’s Allowed Claim in Classes 3 and 13 among the separate
consideration received by such Holder will be based on their fair market values
and will be determined by the Put Parties in good faith. 


          Subject
to the discussion of the LT Disputed Claims Reserve below, the Litigation
Trust’s taxable income, gain, loss, deduction or credit shall be allocated to
the holders of beneficial interests in accordance with Section 4.12.15(ii) of
the Plan. After the Effective Date, any amount a Holder receives as a
distribution from the Litigation Trust in respect of its beneficial interest in
the Litigation Trust should not be included, for U.S. federal income tax
purposes, in the Holder’s amount realized in respect of its Claim but should be
separately treated as a distribution received in respect of such Holder’s
beneficial (ownership) interest in the Litigation Trust. Holders of beneficial
interests that are subject to special rules under the IRC should carefully
consider the effects on them of the Litigation Trust’s income and activities. 


          Under
IRC Section 468B(g), amounts earned by an escrow account, settlement fund or
similar fund must be subject to current tax. Treasury Regulations provide that
a court-monitored fund established to hold money or other property subject to
conflicting claims of ownership generally is treated as a “disputed ownership
fund,” unless satisfying the more specific requirements of “qualified
settlement fund” treatment. Accordingly, pursuant to the Plan the Litigation
Trustee will (i) make an election pursuant to Treasury Regulations Section
1.468B-9 to treat the LT Disputed Claims Reserve as a “disputed ownership fund”
and (ii) to the extent permitted by applicable law, report consistently for
state and local income tax purposes. In addition, all parties must report
consistently with such treatment. 


          A
disputed ownership fund is subject to a separate entity-level tax, in a manner
similar to either a corporation or a qualified settlement fund, depending upon
the nature of the assets transferred to the fund. 


          In
determining the taxable income of the LT Disputed Claims Reserve, (a) any
amounts transferred by the Debtors or Reorganized Debtors to the account will
be excluded from the account’s income; (b) any interest income or other
earnings with respect to the fund’s assets will be included in the fund’s
income; (c) any sale or exchanges of property by the fund will result in the
recognition of gain or loss in an amount equal to the difference between the
fair market value 


117






of the
property on the date of disposition and the adjusted basis of the fund in such
property; and (d) any administrative costs (including state and local taxes)
incurred by the fund will be deductible by the fund. 


          In
general, a disputed ownership fund’s initial tax basis for property received
from or on behalf of a transferor is the property’s fair market value when
transferred to the fund, and its holding period begins on the date of the
transfer. However, a fund’s initial basis for property received from a
transferor-claimant is the same as the transferor-claimant’s basis immediately
before the transfer, and the fund succeeds to the transferor-claimant’s holding
period for the property. In general, (i) distributions from the LT Disputed
Claims Reserve to holders of beneficial interests in such fund should be taxed
to holders in the same manner as if such amounts were received directly from
the Debtors and (ii) the LT Disputed Claims Reserve must treat a distribution
of property as a sale of the property for a price equal to the property’s fair
market value on the date of distribution. 


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Restructuring Transactions. 

 



          Different
structures could potentially have varying tax consequences for the Holders of
Claims in Classes 3 and 13 and the Plan could be implemented in more than one
manner. In addition, the tax treatment of the restructuring transactions are
uncertain, and Holders may recognize taxable gain or loss on the transactions.
The tax characterization and the tax reporting of the restructuring
transactions will be determined in the sole discretion of the Put Parties.
Holders of Claims in Classes 3 and 13 who will receive New Common Stock and who
acquire Rights Offering Securities should consult their tax advisors regarding
the Plan, including but not limited to the receipt and holding of equity
interests in Reorganized Holdings and Newco. Holders should also consult their
respective tax advisors regarding the ultimate structure. Holders that are
subject to special tax rules under the IRC should carefully consider the
effects to them of any momentary ownership they may have of equity interests
in, or assets of, Holdings or Reorganized Holdings, which in each case are
entities that are taxable as partnerships for U.S. federal income tax purposes.



	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Other Considerations 

 



          The
U.S. federal income tax consequences to a Holder of a Class 3 or 13 Claim that
receives New Common Stock, a share of the Holdings Litigation Trust Interest,
and the right to participate in the Rights Offering pursuant to the Plan are
uncertain and will depend in part on the value of the rights to participate in
the Rights Offering, the characterization of the restructuring transactions,
including the contribution to Newco, whether the restructuring transactions
include a taxable disposition of the Holder’s Claims or of the assets of
Holdings, the allocation of such Holder’s tax basis among the assets it
receives, the Holder’s particular circumstances, and whether Newco Sub is
formed, as well as the factors mentioned above. Holders of such Claims should therefore
consult their tax advisors as to the tax consequences resulting to them from
Consummation of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 4. 

 	
 Class 4, 9, 14, 18, 22, and 26 Claims
 (General Unsecured Claims Against Holdings, Casino, Holdings II, Builders,
 Realty, and Trappers).

 



          Under
the Plan, each Holder of an Allowed Claim in the General Unsecured Classes
shall 


118






receive, in
full satisfaction of such Allowed Claim, (i) a distribution of Cash from the
Unsecured Distribution Fund equal to the proportion that the amount of such
Holder’s Allowed Claim in the General Unsecured Classes bears to the aggregate
amount of all Allowed General Unsecured Claims, and, (ii) if such Holder’s
Allowed General Unsecured Claim is in Class 4, a share of the Holdings
Litigation Trust Interest equal to the proportion that such Holder’s Allowed
General Unsecured Claim bears to the aggregate amount of all Allowed Bond
Claims and all Allowed General Unsecured Claims in Class 4, (iii) if such
Holder’s Allowed General Unsecured Claim is in Class 9, a Pro Rata share of the
Casino Litigation Trust Interest, and (iv) if such Holder’s Allowed General
Unsecured Claim is in Classes 14, 18, 22, or 26, a share of the Other
Litigation Trust Interest equal to the proportion that such Holder’s Allowed
General Unsecured Claim bears to the aggregate amount of all Allowed General
Unsecured Claims in Class 14, 18, 22 and 26. All Litigation Trust Interests
shall be satisfied solely out of Litigation Trust Assets, and Holders of
Allowed Claims in the General Unsecured Classes shall not have recourse to
Reorganized Greektown for unpaid portions of any Litigation Trust Interest. 


          See
“3(a) Litigation Trust Interests”
above for a discussion regarding the receipt and holding of Litigation Trust
Interests. The U.S. federal income tax consequences of the Plan to a Holder of
an Allowed Claim in Classes 4, 9, 14, 18, 22 and 26 will depend upon a Holder’s
particular circumstances and the factors mentioned above. Holders of such
Claims should therefore consult their tax advisors as to the tax consequences
resulting to them as a consequence of Consummation of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 5. 

 	
 Class 5, 10, 15, 19, 23 & 27 Claims
 (Intercompany Claims) 

 



          Under
the Plan, each obligee Debtor that holds a Class 5, 10, 15, 19, 23 or 27
Intercompany Claim shall receive, in full satisfaction of such Intercompany
Claim against an Obligor Debtor, an interest-free note in a principal amount
equal to a percentage of the total amount of such Intercompany Claim, which
percentage shall be equal to the percentage recovery of the Holders of General
Unsecured Creditors against such Obligor Debtor. The U.S. federal income tax
consequences of the Plan to a Holder of an Intercompany Claim are uncertain and
depend upon a Holder’s particular circumstances and the factors mentioned
above. Holders of such Claims should therefore consult their tax advisors as to
the tax consequences resulting to them as a consequence of Consummation of the
Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 6. 

 	
 Class 6 Claims (Equity Interests – Holdings)
 

 



          Under
the Plan, each Holder of equity Interests in Class 6 shall not receive or
retain any interest or property under the Plan and all such equity Interests
will be cancelled and extinguished. The U.S. federal income tax consequences of
the Plan to a Holder of an equity Interest in Class 6 are uncertain and depend
upon a Holder’s particular circumstances and the factors mentioned above.
Holders of such equity Interests should therefore consult their tax advisors as
to the tax consequences resulting to them as a consequence of Consummation of
the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 7. 

 	
 Accrued but Unpaid Interest 

 



          A
portion of the consideration received by a Holder of a Claim may be
attributable to accrued but unpaid interest on such Claim. Such amount should
be taxable to that Holder as interest income if such accrued but unpaid
interest has not been previously included in the 


119






Holder’s gross
income for U.S. federal income tax purposes. 


          If
the fair market value of the consideration is not sufficient to fully satisfy
all principal and interest on Allowed Claims, the extent to which such
consideration will be attributable to accrued but unpaid interest is unclear.
Under the Plan, the aggregate consideration to be distributed to Holders of Allowed
Claims in each Class will be allocated first to the principal amount of Allowed
Claims, with any excess allocated to unpaid interest that accrued on such
Claims, if any. The Service could take the position, however, that the
consideration received by the Holder should be allocated in some way other than
as provided in the Plan. EACH HOLDER SHOULD
CONSULT ITS OWN TAX ADVISOR REGARDING THE DETERMINATION OF THE AMOUNT OF
CONSIDERATION RECEIVED UNDER THE PLAN THAT IS ATTRIBUTABLE TO INTEREST. 


	
  

 	
  

 	
  

 
	
  

 	
 8. 

 	
 Market Discount 

 



          Holders
of Allowed Claims may be affected by the “market discount” provisions of IRC
sections 1276 through 1278. Under these provisions, some or all of any gain
realized by a Holder may be treated as ordinary income (instead of capital
gain), to the extent of the amount of accrued “market discount” on such Allowed
Claims. 


          In
general, a debt obligation with a fixed maturity of more than one year that is
acquired by a holder on the secondary market (or, in certain circumstances,
upon original issuance) is considered to be acquired with “market discount” as
to that holder if the debt obligation’s stated redemption price at maturity (or
revised issue price as defined in IRC section 1278, in the case of a debt
obligation issued with original issue discount) exceeds the tax basis of the
debt obligation in the holder’s hands immediately after its acquisition.
However, a debt obligation is not a “market discount bond” if the excess is
less than a statutory de minimis amount (equal to 0.25% of the debt
obligation’s stated redemption price at maturity or revised issue price, in the
case of a debt obligation issued with original issue discount, multiplied by
the number of complete years remaining until maturity at the time of the acquisition).



          Absent
an election to include market discount into income currently as it accrued, any
gain recognized by a Holder on the taxable disposition of Allowed Claims that
were acquired with market discount should be treated as ordinary income to the
extent of the market discount that accrued thereon while the Allowed Claims
were considered to be held by the Holder. To the extent that the Allowed Claims
that were acquired with market discount are exchanged in a tax-free transaction
for other property, any market discount that accrued on the Allowed Claims
(i.e., up to the time of the exchange) but was not recognized by the Holder is
carried over to the property received therefor and any gain recognized on the
subsequent sale, exchange, redemption or other disposition of such property is
treated as ordinary income to the extent of such accrued market discount. 


	
  

 	
  

 	
  

 
	
  

 	
 9. 

 	
 Information Reporting and Backup
 Withholding 

 



          In
general, information reporting requirements may apply to distributions or
payments under the Plan. Additionally, under the backup withholding rules, a
Holder of a Claim may be subject to backup withholding (currently at a rate of
28%) with respect to distributions or payments made pursuant to the Plan unless
that Holder: (a) comes within certain exempt 


120






categories
(which generally include corporations) and, when required, demonstrates that
fact; or (b) provides a correct taxpayer identification number and certifies
under penalty of perjury that the taxpayer identification number is correct and
that the Holder is not subject to backup withholding because of a failure to
report all dividend and interest income. Backup withholding is not an
additional tax but is, instead, an advance payment that may be refunded to the
extent it results in an overpayment of tax; provided, however, that the
required information is timely provided to the Service.  


	
  

 	
  

 	
  

 
	
  

 	
 10. 

 	
 Holders of New Equity of Newco 

 



          The
federal income taxation of Holders of New Common Stock and New Preferred Stock
of Newco will depend upon, among other things, the precise structure and
implementation of the Plan, and a Holder’s particular circumstances. Holders of
New Common Stock and New Preferred Stock should consult their own tax advisors
regarding the issuance, holding and disposition of New Common Stock and New
Preferred Stock. Newco itself will be classified as a corporation for U.S.
federal income tax purposes, and it and its subsidiaries may have significant
tax liabilities, including by reason of the restructuring transactions, and
also by reason of its holding structure. 


	
  

 	
  

 	
  

 
	
  

 	
 11. 

 	
 State and Local Taxes. 

 



          In
addition to the U.S. federal income tax considerations described above, Holders
and the Debtors should consider the potential state and local tax consequences
of the Plan, including with respect to alternative reorganizational structures.
It is possible that significant amounts of state and local taxes may be owed by
Holders and by the Debtors or Reorganized Greektown with respect to the Plan. Any
such tax liabilities could have material financial consequences to the Debtors,
the Holders or Reorganized Greektown. 


          NO
REPRESENTATIONS ARE MADE REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE PLAN
TO ANY HOLDER OF A CLAIM OR INTEREST. EACH HOLDER OF A CLAIM OR INTEREST IS
STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL AND
FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS DESCRIBED HEREIN AND IN THE PLAN. 


X. VOTING INSTRUCTIONS


	
  

 	
  

 
	
 A.

 	
 Record Date 

 



          On
December 7, 2009, the Bankruptcy Court entered the Solicitation Procedures
Order approving the adequacy of this Disclosure Statement and approving the
Solicitation Procedures (as defined in the Solicitation Procedures Motion,
incorporated by reference into the Solicitation Procedures Order), which set
forth procedures for the solicitation of votes to accept or reject the Plan.
The procedures for solicitation of votes to accept or reject the Plan are
provided in the Solicitation Procedures Motion. In addition to approving the
Solicitation Procedures, the Solicitation Procedures Order established certain
dates and deadlines, including the date for the Confirmation Hearing, the
Voting Record Date, and the Voting Deadline. The Solicitation Procedures Order
also approved the forms of Ballots and certain Confirmation-related notices. 


121






The
Solicitation Procedures Order and Solicitation Procedures should be read in
conjunction with this Article X. Capitalized terms used in this Article X that
are not otherwise defined in this Disclosure Statement or the Plan have the
meanings given them in the Solicitation Procedures. 


	
  

 	
  

 
	
 B.

 	
 Confirmation Generally 

 



          The
Bankruptcy Court may confirm a plan only if it determines that the plan
complies with the requirements of chapter 11 of the Bankruptcy Code. One of
these requirements is that the Bankruptcy Court find, among other things, that
the plan has been accepted by the requisite votes of all classes of impaired
claims and impaired interests unless approval will be sought under Bankruptcy
Code section 1129(b) despite the non-acceptance by one or more such classes.
The process by which the Debtors solicit votes to accept or reject the Plan
will be governed by the Solicitation Procedures Order and the Solicitation
Procedures. 


          The
following is a brief and general summary of the Solicitation Procedures. Claim
and Interest Holders are encouraged to review the Solicitation Procedures
Order, the Solicitation Procedures, the relevant provisions of the Bankruptcy
Code, and to consult their own advisors. To the extent of any inconsistency
between the summary below and the Solicitation Procedures Order or the
Solicitation Procedures, the Solicitation Procedures Order and the Solicitation
Procedures control. 


	
  

 	
  

 
	
 C.

 	
 Who Can Vote 

 



          In
general, a claim or interest holder may vote to accept or reject a plan if (i)
no party in interest has objected to such claim or interest, and (ii) the claim
or interest is impaired by the plan. If the holder of an impaired claim or interest
will not receive any distribution under the plan for the claim or interest, the
Bankruptcy Code deems such holder to have rejected the plan for that claim or
interest. If a claim or interest is not impaired, the Bankruptcy Code deems
that the holder of such claim or interest has accepted the plan and the plan
proponent need not solicit such holder’s vote. 


          Under
Bankruptcy Code section 1124, a class of claims or interests is deemed to be
“impaired” under a plan unless the plan leaves unaltered the claim or interest
holder’s legal, equitable, and contractual rights, or, notwithstanding any
legal right to accelerate payment of such claim or interest, the plan cures all
existing defaults (other than defaults resulting from the occurrence of bankruptcy
events), reinstates the maturity of such claim or interest as it existed before
the default, compensates the holder of such claim or interest for any damages
incurred as result of reasonable reliance on the holder’s legal right to an
accelerated payment, and does not otherwise alter the legal, equitable, or
contractual rights to which such claim or interest holder is entitled. 


          None
of the Impaired Interest Holders are entitled to vote on the Plan. Only the
following Impaired Claims in Voting Classes shall be entitled to vote on the
Plan with regard to such Claims: 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Holders of
 Claims for which Proofs of Claim have been timely filed, as reflected on the
 Claims register, as of the Voting Record Date; 

 


122










	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Holders of
 Claims that are listed in the Debtors’ Schedules, with the exception of those
 Claims that are listed in the Schedules as contingent, unliquidated, and/or
 disputed (excluding such Claims listed in the Debtors’ Schedules that have
 been superseded by a timely filed Proof of Claim); and 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Holders
 whose Claims arise pursuant to an agreement or settlement with the Debtors
 executed before the Voting Record Date, as reflected in a document filed with
 the Bankruptcy Court, in an order of the Bankruptcy Court, or in a document
 executed by the Debtors pursuant to authority granted by the Bankruptcy
 Court, regardless of whether a Proof of Claim has been filed. 

 



          The
assignee of a transferred and assigned Claim (whether a timely-Filed Claim or a
Claim on the Schedules) shall be permitted to vote such Claim only if (i) the
transfer or assignment has been fully effected under the procedures dictated by
Bankruptcy Rule 3001(e) and (ii) such transferor and assignor of such Claim
would be permitted to vote such Claim if such transfer and assignment had not
occurred. 


          For
purposes of determining the Claim amount associated with each Holder’s vote,
such amount shall not include applicable interest accrued after the Petition
Date only if the Claim Holder is entitled to payment of interest under the
Plan. 


          A
vote may be disregarded under Bankruptcy Code section 1126(e) if the Bankruptcy
Court determines that it was not solicited or procured in good faith or in
accordance with the provisions of the Bankruptcy Code. The Solicitation
Procedures also set forth assumptions and procedures for tabulating Ballots. 


	
  

 	
  

 	
  

 
	
 D.

 	
 Classes Impaired Under the Plan

 
	
  

 	
  

 	
  

 
	
  

 	
 1. 

 	
 Impaired Voting Classes of Claims and
 Interests 

 



          Classes
3, 4, 9, 13, 14, 18, 22 and 26 are Impaired under the Plan and are therefore
entitled to vote to accept or reject the Plan. 


	
  

 	
  

 
	
 2. 

 	
 Impaired Non-Voting Classes of Claims and
 Interests 

 



          Class
6 is wholly Impaired under the Plan and is deemed to have rejected the Plan
under Bankruptcy Code section 1126(g). Holders of Intercompany Claims in
Classes 5, 10, 15, 19, 23, and 27 are required under the terms of the
Stipulation to vote in favor of the Plan and therefore are deemed to accept the
Plan. Thus, Holders in such Classes will not be solicited to vote on the Plan. 


          Under
the Solicitation Procedures, these parties will receive a notice, substantially
in the form attached as an exhibit to the Solicitation Procedures Order,
notifying them of their non-voting rights. 


	
  

 	
  

 
	
 E.

 	
 Contents of the Solicitation Package 

 



          The
following materials will constitute the Solicitation Package: 


123










	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 The Plan; 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 The
 Disclosure Statement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 The
 Solicitation Procedures Order (without exhibits); 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 The Confirmation
 Hearing Notice; 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 The
 appropriate Ballot and voting instructions; 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 A
 pre-addressed, postage pre-paid, return envelope; 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 An
 appropriate cover letter describing the contents of the Solicitation Package;
 and 

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 The Committee
 Solicitation Letter. 

 



          Any
party who receives portions of the Solicitation Package in electronic format
but who desires a paper copy of these documents may request a copy from the
Claims Agent. The Solicitation Package (except the Ballots) may also be
obtained by accessing the Debtors’ restructuring website at
http://www.kccllc.net/greektowncasino. 


	
  

 	
  

 
	
 F.

 	
 Distribution of Solicitation Package 

 



          The
Solicitation Package will be served on the Debtors, the Holders of Claims in
the Voting Classes; the Internal Revenue Service; the United States Trustee for
the Eastern District of Michigan; and all other parties in interest on the
Voting Record Date. 


	
  

 	
  

 
	
 G.

 	
 Voting 

 



          The
Claims Agent will carry out the solicitation process, including answering
questions regarding the procedures and requirements for voting to accept or
reject the Plan and for objecting to the Plan, providing additional copies of
all materials, and overseeing the voting tabulation process. 


          To
be counted, Ballots cast by Holders of Claims in Voting Classes indicating
acceptance or rejection of the Plan must be RECEIVED by the Claims Agent by the
Voting Deadline at the address listed on the Ballot, whether by first-class
mail, overnight courier, or personal delivery. The Ballots and the accompanying
pre-addressed postage-paid envelopes will clearly indicate the appropriate
return address. Completed Ballots must be returned to (1) for Holders of Claims
in the General Unsecured Classes, Greektown Holdings, LLC, C/O Kurtzman Carson
Consultants LLC, 2335 Alaska Avenue, El Segundo, CA 90245, Attn: Ballot
Processing Department; or (2) for Holders of Bond Claims, to your nominee for
processing and delivery to Greektown Balloting Center, c/o Kurtzman Carson Consultants
LLC, Attn: David M. Sharp, 1230 Avenue of the Americas, 7th Floor, New York,
New York 10020. Such Ballots should be cast in accordance with the Solicitation
Procedures. Any Ballot received after the Voting Deadline will be counted in
the Noteholder Plan Proponents’ sole discretion. 


124






          For
answers to any questions regarding the Solicitation Procedures, parties may
call the Claims Agent toll free at 866-381-9100. 


          To
obtain an additional copy of the Plan, this Disclosure Statement, or other
Solicitation Package materials (including Ballots), please refer to the Claims
Agent’s website at http://www.kccllc.net/greektowncasmo or request a copy from
the Claims Agent by mail at 2335 Alaska Avenue, El Segundo, California 90245,
Attn: Greektown Balloting; by telephone toll free at 866-381-9100; or by e-mail
at greektowmnfor@kccllc.com. 


	
  

 	
  

 
	
 H.

 	
 Establishing Claim Amounts 

 



          In
tabulating votes, the following hierarchy will be used to determine the Claim
amount associated with each Creditor’s vote: 


          (1)          The
Claim’s Allowed Amount, if the Claim has been Allowed pursuant to Court order; 


          (2)          The
Claim amount settled and/or agreed upon by the Debtors and the Noteholder Plan
Proponents prior to the Voting Record Date, as reflected in a court pleading,
stipulation, term sheet, agreement, or other document filed with the Bankruptcy
Court, in an order entered by the Bankruptcy Court, or in a document executed
by the Debtors and the Noteholder Plan Proponents pursuant to authority granted
by the Bankruptcy Court, regardless of whether a Proof of Claim has been filed;



          (3)          The
Claim amount contained on a Proof of Claim that has been timely filed by the
relevant Bar Date (or deemed timely filed by the Bankruptcy Court under
applicable law); provided, however, that Ballots cast by Holders whose Claims
are not listed on the Debtors’ Schedules, but who timely filed Proofs of Claim
in unliquidated or unknown amounts that are not the subject of an objection
filed before the Voting Deadline, will count for satisfying the numerosity
requirement of section 1126(c) of the Bankruptcy Code, and the unliquidated or
unknown portion of the Claims will count in the amount of $1.00 solely for the
purposes of satisfying the dollar amount provisions of section 1126(c) of the
Bankruptcy Code; and 


          (4)          The
Claim amount listed in the Debtors’ Schedules, provided that such Claim is not
scheduled as contingent, disputed, and/or unliquidated and has not been paid. 


          (5)          In
the absence of any of the foregoing at zero. 


          The
Claim amount established pursuant to the foregoing will control for voting
purposes only, and will not be determinative of the Allowed Amount of any Claim.



	
  

 	
  

 
	
 I.

 	
 Ballot Tabulation 

 



          The
following voting procedures and standard assumptions shall be used in
tabulating Ballots: 


          (1)          Except
as otherwise provided in the Solicitation Procedures, unless a Ballot being
furnished is timely submitted on or prior to the Voting Deadline, the
Noteholder Plan Proponents 


125






may reject
such Ballot as invalid and, therefore, decline to count it in connection with
Confirmation; 


          (2)          The
method of delivery of Ballots to be sent to the Balloting Agent is at the
election and risk of each Holder, and except as otherwise provided, a Ballot
will be deemed delivered only when the Balloting Agent actually receives the
original executed Ballot; 


          (3)          An
original executed Ballot is required to be submitted by the Person submitting
such Ballot. Delivery of a Ballot to the Balloting Agent by facsimile, e-mail,
or any other electronic means will not be valid; 


          (4)          No
Ballot should be sent to any of the Debtors, the Noteholder Plan Proponents.
the Debtors’ agents. The Noteholder Plan Proponents’ agents (other than the
Balloting Agent), any indenture trustee (unless specifically instructed to do
so), the Debtors’ financial or legal advisors, or the Noteholder Plan
Proponents’ financial or legal advisors and, if so sent, will not be counted; 


          (5)          The
Noteholder Plan Proponents expressly reserve the right to amend from time to
time the terms of the Plan in accordance with the terms thereof (subject to
compliance with the requirements of section 1127 of the Bankruptcy Code and the
terms of the Plan regarding modification); 


          (6)          If
multiple Ballots are received from the same Claim Holder with respect to the
same Claim prior to the Voting Deadline, the latest valid Ballot will be deemed
to reflect that voter’s intent and will supersede and revoke any prior received
Ballot for the same Claim; 


          (7)          Claim
Holders must vote all of their Claims within a particular Class either to
accept or to reject the Plan and may not split such votes. Accordingly, a
Ballot that partially rejects and partially accepts the Plan will not be
counted. Further, to the extent there are multiple Claims within the same
Class, the Noteholder Plan Proponents may, in their sole discretion, aggregate
the Claims of any particular Holder within a Class for the purpose of counting
votes; 


          (8)          A
person signing a Ballot in its capacity as a trustee, executor, administrator,
guardian, attorney in fact, officer of a corporation, or otherwise acting in a
fiduciary or representative capacity should indicate such capacity when signing
and must submit proper evidence to the requesting party to so act on behalf of
such Holder or beneficial Holder; 


          (9)          The
Noteholder Plan Proponents, subject to contrary order of the Bankruptcy Court,
may waive any defects or irregularities as to any particular Ballot at any
time, either before or after the Voting Deadline, and any such waivers will be
documented in the Voting Report; 


          (10)         Neither
the Noteholder Plan Proponents, the Debtors, nor any other Person, will be
under any duty to provide notification of defects or irregularities with
respect to delivered Ballots other than as provided in the Voting Report, nor
will any of them incur any liability for failure to provide such notification; 


126






          (11)          Unless
waived or as ordered by the Bankruptcy Court, any defects or irregularities in
connection with deliveries of Ballots must be cured prior to the Voting
Deadline or such Ballots will not be counted; 


          (12)          If
a Claim is listed in the Schedules as being a non-Priority Claim (or is not
listed in the Schedules) and a Proof of Claim is filed as a Priority Claim (in
whole or in part), such Claim will be temporarily Allowed for voting purposes
as a non-Priority Claim in an amount that such Claim would have been so Allowed
in accordance with the tabulation procedures set forth in the Solicitation
Procedures had such Proof of Claim been filed as a non-Priority Claim; 


          (13)          If
a Claim is listed in the Schedules as being an unsecured Claim (or is not
listed in the Schedules) and a Proof of Claim is filed as a Secured Claim (in
whole or in part), such Claim will be temporarily Allowed for voting purposes
as an unsecured Claim in an amount that such Claim would have been so Allowed
in accordance with the tabulation procedures set forth in the Solicitation
Procedures had such Proof of Claim been filed as an unsecured Claim. 


          (14)          Subject
to any contrary order of the Bankruptcy Court, the Noteholder Plan Proponents
reserve the right to reject any and all Ballots not in proper form, the
acceptance of which, in the opinion of the Noteholder Plan Proponents, would
not be in accordance with the provisions of the Bankruptcy Code or the
Bankruptcy Rules; provided, however, that any such rejections will be
documented in the Voting Report; 


          (15)          If
a Claim has been estimated or otherwise allowed for voting purposes only by an
order of the Bankruptcy Court, such Claim shall be temporarily allowed in the
amount so estimated or allowed by the Bankruptcy Court for voting purposes only
and not for purposes of allowance or distribution; 


          (16)          The
following Ballots shall not be counted in determining the acceptance or
rejection of the Plan: (i) any Ballot that is illegible or contains
insufficient information to permit the identification of the Claim Holder; (ii)
any Ballot cast by a Person that does not hold a Claim in a Class that is
entitled to vote on the Plan; (iii) any Ballot cast for a Claim listed on the
Debtors’ Schedules as contingent, unliquidated, and/or disputed for which no
Proof of Claim was timely filed; (iv) any unsigned Ballot or one lacking an
original signature; (v) any Ballot not marked to accept or reject the Plan, or
marked both to accept and reject the Plan; and (vi) any Ballot submitted by any
Person not entitled to vote pursuant to the procedures described in the
Solicitation Procedures. 


	
  

 	
  

 
	
 J.

 	
 Subscription Procedures 

 



The following
procedures will be used to effectuate the subscription to the Rights Offering. 


          (1)          The
Noteholder Plan Proponents will send Master Subscription Forms, to nominees and
registered holders of Bond Claims determined as of the Rights Offering Record
Date, including, without limitation, brokers, banks, dealers, or other agents
or nominees (collectively, the “Nominees”). Each Nominee will receive
copies of Beneficial Holder Subscription Forms together with appropriate
instructions for the proper completion, due execution, and timely delivery of
the Beneficial Holder Subscription Form, for distribution to the beneficial
owners of the Claims for whom such Nominee holds such Claims. 


127






          (2)          In
order to exercise Subscription Rights, each Holder of an Allowed Bond Claim
must: (a) be a Holder as of the Rights Offering Record Date, and (b) return a
duly completed Subscription Form to such Holder’s nominee so that the Master
Subscription Form of such nominee, together with copies of the Beneficial
Holder Subscription Forms, is actually received by the Rights Offering Agent on
or before the Subscription Expiration Date. If the Rights Offering Agent for
any reason does not receive a Holder’s Beneficial Holder Subscription Form on
or prior to the Subscription Expiration Date, such Holder shall be deemed to
have relinquished and waived its right to participate in the Rights Offering 


          (3)          Each
party that has exercised Subscription Rights shall receive the Effective Date
Notice at least thirty (30) days prior to the Anticipated Effective Date, which
will provide notice of the Rights Offering Funding Date. Each Holder of an
Allowed Bond Claim that has exercised Subscription Rights is obligated pay to
the Rights Offering Agent on or before the Rights Offering Funding Date such
Holder’s Holder Purchase Payment in accordance with the wire instructions set
forth on the Effective Date Notice or by bank or cashier’s check delivered to
the Rights Offering Agent. If, on or prior to the Rights Offering Funding Date,
the Rights Offering Agent for any reason does not receive from a given Holder
of Subscription Rights the Holder Purchase Payment in immediately available
funds as set forth above, such Holder shall be deemed to have relinquished and
waived (i) its right under the Plan to receive any of the distribution of New
Common Stock provided to Holders of Allowed Bond Claims pursuant to section
3.4.2 of the Plan and (ii) its right to participate in the Rights Offering; provided,
however that the Put Parties have the right to bring an action in the
Bankruptcy Court for specific performance and reimbursement of any costs and
fees associated with such action, and all consequential damages arising from
such breach, which consequential damages may exceed the amount of such Holder’s
Holder Purchase Payment, against any Holder that has exercised Subscription
Rights but does not provide the Holder Purchase Payment in immediately
available funds as set forth above on or prior to the Rights Offering Funding
Date. 


          (4)          Following
Confirmation, each party that has exercised Subscription Rights will receive
the Effective Date Notice requiring payment on Rights Offering Funding Date.
The Noteholder Plan Proponents will undertake commercially reasonable efforts
to provide at least fifteen (15) days notice of the Rights Offering Funding
Date and to provide for such date to be as close as possible to the Effective
Date. However, the Noteholder Plan Proponents cannot predict the occurrence of
the Effective Date with any certainty. 


          (5)          Purchasers
of Rights Offering Securities that do not provide certain documentation will
receive no more than 4.9% of the Total Equity Shares of Newco and the remainder
of their purchased Rights Offering Securities in Rights Offering Warrants.
Rights Offering participants may receive all of their Rights Offering Securities
in Rights Offering Shares if they provide documentation in the manner described
and within the time required in the Effective Date Notice that they are MGCB
Qualified. Rights Offering participants may receive Rights Offering Shares
representing up to 14.9% of the Total Equity Shares of Newco if they provide
documentation in the manner described and within the time required in the
Effective Date Notice that they are qualified as an Institutional Investor with
waivers of the Gaming Act’s eligibility and suitability requirements. 


          (6)          Should
the Plan be confirmed but not become effective, the Rights Offering 


128






Agent will
return all Holder Purchase Payments received from Holders who elected to
participate in the Rights Offering to such Holders. No further liability shall
attach to any of the Rights Offering Agent, the Noteholder Plan Proponents, or
the Debtors. 


XI. RECOMMENDATION


          In
the Noteholder Plan Proponents’ opinion, the Plan is in the best interests of
all creditors and urge the Holders of Claims entitled to vote to accept the
Plan and to evidence such acceptance by returning their Ballots so they will be
received by the Voting Agent no later than January 4, 2010 at 7:00 p.m. eastern
standard time. 


 [Signature Pages Follow]


129








	
  

 	
  

 	
  

 
	
 December 7,
 2009

 	
 Respectfully Submitted,

 
	
  

 	
  

 
	
  

 	
 JOHN HANCOCK STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK TRUST STRATEGIC INCOME TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK HIGH YIELD FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK TRUST HIGH INCOME TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 














	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II HIGH 

 
	
  

 	
 INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK INCOME SECURITIES TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK INVESTORS TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS III

 
	
  

 	
 LEVERAGED COMPANIES FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 














	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II ACTIVE 

 
	
  

 	
 BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS TRUST

 
	
  

 	
 ACTIVE BOND TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND U.S. BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND U.S. HIGH YIELD FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND STRATEGIC INCOME

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 














	
  

 	
  

 	
  

 
	
  

 	
 MIL STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER CHAMPION INCOME FUND

 
	
  

 	
 By: Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER STRATEGIC INCOME FUND

 
	
  

 	
 By: 

 	
 Oppenheimer Funds, Inc. as investment

 
	
  

 	
  

 	
 advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER STRATEGIC BOND FUND / VA

 
	
  

 	
 By: Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 














	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER HIGH INCOME FUND / VA

 
	
  

 	
 By: Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

 
	
  

 	
 By: Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 BRIGADE CAPITAL MANAGEMENT

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Don Morgan

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Don Morgan

 
	
  

 	
  

 	
 Managing
 Partner

 
	
  

 	
  

 	
  

 
	
  

 	
 SOLA LTD

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Christopher Pucillo

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Christopher
 Pucillo

 
	
  

 	
  

 	
 Director

 
	
  

 	
  

 	
  

 
	
  

 	
 SOLUS CORE OPPORTUNITIES 

 
	
  

 	
 MASTER FUND LTD

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Christopher Pucillo

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Christopher
 Pucillo

 
	
  

 	
  

 	
 Director

 














	
  

 	
  

 	
  

 
	
  

 	
 OFFICIAL COMMITTEE OF

 
	
  

 	
 UNSECURED CREDITORS

 
	
  

 	
  

 
	
  

 	
 By Its
 Counsel, Clark Hill PLLC

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/Joel
 D. Applebaum

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Joel D.
 Applebaum

 
	
  

 	
  

 	
 Member,
 Clark Hill PLLC

 
	
  

 	
  

 	
  

 
	
  

 	
 DEUTSCHE BANK TRUST COMPANY

 
	
  

 	
 AMERICAS, AS INDENTURE TRUSTEE

 
	
  

 	
  

 	
  

 
	
  

 	
 By Its
 Counsel Moses & Singer LLP

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Mark N. Parry

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Mark N.
 Parry

 
	
  

 	
  

 	
 Partner,
 Moses & Singer LLP

 














	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 December 7,
 2009

 	
 Prepared By:

 
	
  

 	
  

 	
  

 
	
  

 	
 GOODWIN
 PROCTER LLP

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Allan S. Brilliant

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Allan S.
 Brilliant

 
	
  

 	
  

 	
 Craig P.
 Druehl

 
	
  

 	
  

 	
 Stephen M.
 Wolpert

 
	
  

 	
  

 	
 K. Brent
 Tomer

 
	
  

 	
 The New York
 Times Building

 
	
  

 	
 620 Eighth
 Avenue

 
	
  

 	
 New York, NY
 10018

 
	
  

 	
 abrilliant@goodwinprocter.com

 
	
  

 	
 cdruehl@goodwinprocter.com

 
	
  

 	
 swolpert@goodwinprocter.com

 
	
  

 	
 ktomer@goodwinprocter.com

 
	
  

 	
  

 	
  

 
	
  

 	
 Counsel to Certain Noteholder Plan
 Proponents

 
	
  

 	
  

 	
  

 
	
  

 	
 CLARK HILL
 PLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Joel D. Applebaum

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Joel D.
 Applebaum (P36774)

 
	
  

 	
  

 	
 Robert D.
 Gordon (P48627)

 
	
  

 	
  

 	
 Shannon L.
 Deeby (P60242)

 
	
  

 	
 500 Woodward
 Avenue, Suite 3500

 
	
  

 	
 Detroit,
 Michigan 48226-3435

 
	
  

 	
 (313)
 965-8300

 
	
  

 	
 japplebaum@clarkhill.com

 
	
  

 	
 rgordon@clarkhill.com

 
	
  

 	
 sdeeby@clarkhill.com

 
	
  

 	
  

 	
  

 
	
  

 	
 Counsel to the Official Committee of

 
	
  

 	
 Unsecured Creditors

 














	
  

 	
  

 	
  

 
	
  

 	
 MOSES AND
 SINGER LLP

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Mark N. Parry

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Mark N.
 Parry

 
	
  

 	
  

 	
 Alan Kolod

 
	
  

 	
  

 	
 Declan M.
 Butvick

 
	
  

 	
 The Chrysler
 Building

 
	
  

 	
 405
 Lexington Avenue

 
	
  

 	
 New York,
 New York 10174

 
	
  

 	
 mparry@mosessinger.com

 
	
  

 	
 akolod@mosessinger.com

 
	
  

 	
 dbutvick@mosessinger.com

 
	
  

 	
  

 	
  

 
	
  

 	
 Counsel to Indenture Trustee

 













EXHIBIT
A


TO


DISCLOSURE
STATEMENT

FOR THE SECOND AMENDED JOINT PLANS OF REORGANIZATION PROPOSED 

BY NOTEHOLDER PLAN PROPONENTS 

INCLUDING OFFICIAL COMMITTEE OF UNSECURED CREDITORS 

AND INDENTURE TRUSTEE








UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION


	
  

 	
  

 
	
 In re:

 	
 Case No.
 08-53104

 
	
  

 	
  

 
	
 GREEKTOWN
 HOLDINGS, L.L.C., et al.,

 	
 Chapter 11

 
	
  

 	
 Jointly
 Administered

 
	
 Debtors.

 	
  

 
	
 ________________________________________________
 /

 	
 Hon. Walter
 Shapero

 


SECOND AMENDED JOINT PLANS OF REORGANIZATION
FOR THE

DEBTORS PROPOSED BY NOTEHOLDER PLAN PROPONENTS

INCLUDING OFFICIAL COMMITTEE OF UNSECURED CREDITORS

AND INDENTURE TRUSTEE


	
  

 	
  

 
	
 Allan S.
 Brilliant

 	
 Joel D.
 Applebaum

 
	
 Craig P.
 Druehl

 	
 Robert D.
 Gordon

 
	
 Stephen M.
 Wolpert

 	
 Shannon L.
 Deeby

 
	
 K. Brent
 Tomer

 	
 CLARK HILL
 PLC

 
	
 GOODWIN
 PROCTER LLP

 	
 500 Woodward
 Avenue, Suite 3500

 
	
 The New York
 Times Building

 	
 Detroit,
 Michigan 48226-3435

 
	
 620 Eighth
 Avenue

 	
  

 
	
 New York,
 New York 10018

 	
 Counsel to Official Committee of Unsecured Creditors

 
	
  

 	
  

 
	
 Counsel to Certain Noteholder Plan Proponents

 	
  

 
	
  

 	
  

 
	
 Mark N.
 Parry

 	
  

 
	
 Alan Kolod

 	
  

 
	
 Declan M.
 Butvick

 	
  

 
	
 MOSES &
 SINGER LLP

 	
  

 
	
 The Chrysler
 Building

 	
  

 
	
 405
 Lexington Avenue

 	
  

 
	
 New York,
 New York 10174

 	
  

 
	
  

 	
  

 
	
 Counsel to Indenture Trustee

 	
  

 
	
  

 	
  

 
	
 Dated:
 December 7, 2009

 	
  

 









Table of Contents


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I DEFINITIONS, RULES OF INTERPRETATION AND COMPUTATION OF
 TIME

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.1

 	
  

 	
 Scope of
 Definitions

 	
  

 	
 1

 
	
  

 
	
  

 	
 1.2

 	
  

 	
 Definitions

 	
  

 	
 1

 
	
  

 
	
  

 	
 1.3

 	
  

 	
 Rules of
 Interpretation

 	
  

 	
 20

 
	
  

 
	
  

 	
 1.4

 	
  

 	
 Computation
 of Time

 	
  

 	
 22

 
	
  

 
	
  

 	
 1.5

 	
  

 	
 References
 to Monetary Figures

 	
  

 	
 22

 
	
  

 
	
  

 	
 1.6

 	
  

 	
 Exhibits and
 Plan Supplement

 	
  

 	
 22

 
	
  

 
	
 ARTICLE II ADMINISTRATIVE EXPENSES AND PRIORITY CLAIMS

 	
  

 	
 22

 
	
  

 
	
  

 	
 2.1

 	
  

 	
 Administrative
 Claims

 	
  

 	
 22

 
	
  

 
	
  

 	
 2.2

 	
  

 	
 Priority Tax
 Claims

 	
  

 	
 22

 
	
  

 
	
  

 	
 2.3

 	
  

 	
 Other Priority
 Claims

 	
  

 	
 23

 
	
  

 
	
  

 	
 2.4

 	
  

 	
 Professional
 Claims

 	
  

 	
 23

 
	
  

 
	
  

 	
 2.5

 	
  

 	
 Substantial
 Contribution Compensation and Expenses Bar Date

 	
  

 	
 23

 
	
  

 
	
  

 	
 2.6

 	
  

 	
 DIP Facility
 Claims

 	
  

 	
 24

 
	
  

 
	
  

 	
 2.7

 	
  

 	
 Other
 Administrative Claims

 	
  

 	
 24

 
	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III SPECIFICATION OF TREATMENT OF
 CLASSES OF CLAIMS AND INTERESTS IMPAIRED UNDER THE PLAN

 	
  

 	
 24

 
	
  

 
	
  

 	
 3.1

 	
  

 	
 Classes of
 Claims and Interests

 	
  

 	
 24

 
	
  

 
	
  

 	
 3.2

 	
  

 	
 Classes 1,
 7, 11, 16, 20 and 24 (Secured Claims of Pre-petition Lenders against each
 Reorganizing Debtor, Trappers, and 
Holdings II)

 	
  

 	
 26

 
	
  

 
	
  

 	
 3.3

 	
  

 	
 Classes 2,
 8, 12, 17, 21 and 25 (Allowed Other Secured Claims Against Holdings, Casino,
 Holdings II, Builders, Builders Property, Realty, Realty Property, Trappers
 and Trappers Property).

 	
  

 	
 26

 
	
  

 
	
  

 	
 3.4

 	
  

 	
 Classes 3
 and 13 (Bond Claims Against Holdings and Holdings II)

 	
  

 	
 27

 
	
  

 
	
  

 	
 3.5

 	
  

 	
 Class 4
 (General Unsecured Claims Against Holdings)

 	
  

 	
 27

 
	
  

 
	
  

 	
 3.6

 	
  

 	
 Class 9
 (General Unsecured Claims Against Casino)

 	
  

 	
 27

 
	
  

 
	
  

 	
 3.7

 	
  

 	
 Class 14
 (General Unsecured Claims Against Holdings II)

 	
  

 	
 28

 
	
  

 
	
  

 	
 3.8

 	
  

 	
 Class 18
 (General Unsecured Claims Against Builders)

 	
  

 	
 28

 
	
  

 
	
  

 	
 3.9

 	
  

 	
 Class 22
 (General Unsecured Claims Against Realty)

 	
  

 	
 28

 
	
  

 
	
  

 	
 3.10

 	
  

 	
 Class 26
 (General Unsecured Claims Against Trappers)

 	
  

 	
 29

 
	
  

 
	
  

 	
 3.11

 	
  

 	
 Classes 5,
 10, 15, 19, 23 and 27 (Intercompany Claims)

 	
  

 	
 29

 


i









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.12

 	
  

 	
 Class 6
 (Interests in Holdings)

 	
  

 	
 29

 
	
  

 
	
 ARTICLE IV EXECUTION AND IMPLEMENTATION OF THE PLAN

 	
  

 	
 30

 
	
  

 
	
  

 	
 4.1

 	
  

 	
 Assumption
 of Liability

 	
  

 	
 30

 
	
  

 
	
  

 	
 4.2

 	
  

 	
 Excluded
 Debtors

 	
  

 	
 30

 
	
  

 
	
  

 	
 4.3

 	
  

 	
 Continued
 Corporate or Company Existence of Reorganized Holdings, Reorganized Casino,
 Reorganized Builders and Reorganized Realty

 	
  

 	
 30

 
	
  

 
	
  

 	
 4.4

 	
  

 	
 Formation of
 Newco

 	
  

 	
 31

 
	
  

 
	
  

 	
 4.5

 	
  

 	
 Authorization
 and Issuance of New Common Stock and New Preferred Stock

 	
  

 	
 31

 
	
  

 
	
  

 	
 4.6

 	
  

 	
 Exit
 Financing

 	
  

 	
 32

 
	
  

 
	
  

 	
 4.7

 	
  

 	
 Rights
 Offering

 	
  

 	
 32

 
	
  

 
	
  

 	
 4.8

 	
  

 	
 New Board of
 Directors

 	
  

 	
 36

 
	
  

 
	
  

 	
 4.9

 	
  

 	
 Management
 Agreement

 	
  

 	
 36

 
	
  

 
	
  

 	
 4.10

 	
  

 	
 Restructuring
 Transactions

 	
  

 	
 36

 
	
  

 
	
  

 	
 4.11

 	
  

 	
 Cancellation
 of Existing Equity Interests in Holdings and the Non-reorganizing Debtors

 	
  

 	
 38

 
	
  

 
	
  

 	
 4.12

 	
  

 	
 Litigation
 Trust

 	
  

 	
 38

 
	
  

 
	
  

 	
 4.13

 	
  

 	
 Dissolution
 of the Creditors’ Committee

 	
  

 	
 44

 
	
  

 
	
  

 	
 4.14

 	
  

 	
 Funding

 	
  

 	
 45

 
	
  

 
	
  

 	
 4.15

 	
  

 	
 Additional
 Restructuring Transactions

 	
  

 	
 45

 
	
  

 
	
  

 	
 4.16

 	
  

 	
 Corporate or
 Company Action

 	
  

 	
 46

 
	
  

 
	
  

 	
 4.17

 	
  

 	
 Effectuating
 Documents

 	
  

 	
 46

 
	
  

 
	
  

 	
 4.18

 	
  

 	
 Exemption
 from Taxes

 	
  

 	
 46

 
	
  

 
	
  

 	
 4.19

 	
  

 	
 Transfer of
 Causes of Action

 	
  

 	
 46

 
	
  

 
	
  

 	
 4.20

 	
  

 	
 Settlement
 or Waiver of Bond Avoidance Action Claims

 	
  

 	
 47

 
	
  

 
	
  

 	
 4.21

 	
  

 	
 Payment of
 Certain Fees and Expenses

 	
  

 	
 47

 
	
  

 
	
  

 	
 4.22

 	
  

 	
 Direct
 Equity Purchase

 	
  

 	
 47

 
	
  

 
	
 ARTICLE V PROCEDURES FOR RESOLVING DISPUTED CLAIMS

 	
  

 	
 47

 
	
  

 
	
  

 	
 5.1

 	
  

 	
 Claims
 Administration

 	
  

 	
 47

 
	
  

 
	
  

 	
 5.2

 	
  

 	
 Filing of
 Objections

 	
  

 	
 48

 
	
  

 
	
  

 	
 5.3

 	
  

 	
 Claim
 Dispute Resolution Procedures

 	
  

 	
 48

 
	
  

 
	
  

 	
 5.4

 	
  

 	
 Determination
 of Claims

 	
  

 	
 49

 
	
  

 
	
  

 	
 5.5

 	
  

 	
 Insider
 Settlements

 	
  

 	
 49

 
	
  

 
	
  

 	
 5.6

 	
  

 	
 Ordinary
 Course of Business Exception

 	
  

 	
 49

 


ii









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.7

 	
  

 	
 Adjustment
 to Claims Without Objection

 	
  

 	
 49

 
	
  

 
	
  

 	
 5.8

 	
  

 	
 Disallowance
 of Claims

 	
  

 	
 49

 
	
  

 
	
  

 	
 5.9

 	
  

 	
 Amendments
 to Claims

 	
  

 	
 50

 
	
  

 
	
  

 	
 5.10

 	
  

 	
 Offer of
 Judgment

 	
  

 	
 50

 
	
  

 
	
 ARTICLE VI CONDITIONS PRECEDENT

 	
  

 	
 50

 
	
  

 
	
  

 	
 6.1

 	
  

 	
 Conditions
 Precedent to Confirmation

 	
  

 	
 50

 
	
  

 
	
  

 	
 6.2

 	
  

 	
 Conditions
 Precedent to Consummation

 	
  

 	
 51

 
	
  

 
	
  

 	
 6.3

 	
  

 	
 Waiver of
 Conditions Precedent

 	
  

 	
 51

 
	
  

 
	
  

 	
 6.4

 	
  

 	
 Effect of
 Non-Occurrence of Conditions to the Effective Date

 	
  

 	
 52

 
	
  

 
	
 ARTICLE VII EFFECT OF THIS PLAN ON CLAIMS AND INTERESTS

 	
  

 	
 52

 
	
  

 
	
  

 	
 7.1

 	
  

 	
 Discharge of
 the Debtors

 	
  

 	
 52

 
	
  

 
	
  

 	
 7.2

 	
  

 	
 Subordinated
 Claims

 	
  

 	
 53

 
	
  

 
	
  

 	
 7.3

 	
  

 	
 Release By
 Debtor Released Parties of Released Parties

 	
  

 	
 53

 
	
  

 
	
  

 	
 7.4

 	
  

 	
 Releases by
 Holders of Claims and Interests

 	
  

 	
 53

 
	
  

 
	
  

 	
 7.5

 	
  

 	
 Exculpation

 	
  

 	
 54

 
	
  

 
	
  

 	
 7.6

 	
  

 	
 Injunction

 	
  

 	
 54

 
	
  

 
	
  

 	
 7.7

 	
  

 	
 Protections
 against Discriminatory Treatment

 	
  

 	
 54

 
	
  

 
	
  

 	
 7.8

 	
  

 	
 Setoffs

 	
  

 	
 55

 
	
  

 
	
  

 	
 7.9

 	
  

 	
 Recoupment

 	
  

 	
 55

 
	
  

 
	
  

 	
 7.10

 	
  

 	
 Release of
 Liens

 	
  

 	
 55

 
	
  

 
	
  

 	
 7.11

 	
  

 	
 Document
 Retention

 	
  

 	
 55

 
	
  

 
	
  

 	
 7.12

 	
  

 	
 Reimbursement
 or Contribution

 	
  

 	
 55

 
	
  

 
	
  

 	
 7.13

 	
  

 	
 Exclusions
 and Limitations on Exculpation and Releases

 	
  

 	
 56

 
	
  

 
	
 ARTICLE VIII PROVISIONS GOVERNING DISTRIBUTION

 	
  

 	
 56

 
	
  

 
	
  

 	
 8.1

 	
  

 	
 Distributions
 on Claims Allowed as of the Effective Date

 	
  

 	
 56

 
	
  

 
	
  

 	
 8.2

 	
  

 	
 No Interest
 On Claims

 	
  

 	
 56

 
	
  

 
	
  

 	
 8.3

 	
  

 	
 Disbursing
 Agent

 	
  

 	
 56

 
	
  

 
	
  

 	
 8.4

 	
  

 	
 Distribution
 of Unsecured Distribution Fund

 	
  

 	
 57

 
	
  

 
	
  

 	
 8.5

 	
  

 	
 Surrender of
 Securities or Instruments

 	
  

 	
 57

 
	
  

 
	
  

 	
 8.6

 	
  

 	
 Delivery of
 Distributions in General

 	
  

 	
 58

 
	
  

 
	
  

 	
 8.7

 	
  

 	
 Compliance
 with Tax Requirements and Allocations

 	
  

 	
 58

 
	
  

 
	
  

 	
 8.8

 	
  

 	
 Distributions
 for Tax Purposes

 	
  

 	
 59

 
	
  

 
	
  

 	
 8.9

 	
  

 	
 Procedures
 for Treating and Resolving Disputed and Contingent Claims

 	
  

 	
 59

 


iii









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX MODIFICATION OF THIS PLAN

 	
  

 	
 61

 
	
  

 
	
  

 	
 9.1

 	
  

 	
 Modification
 of Plan

 	
  

 	
 61

 
	
  

 
	
  

 	
 9.2

 	
  

 	
 Effect of
 Confirmation on Modifications

 	
  

 	
 61

 
	
  

 
	
  

 	
 9.3

 	
  

 	
 Revocation
 or Withdrawal of the Plan

 	
  

 	
 61

 
	
  

 
	
 ARTICLE X JURISDICTION OF THE BANKRUPTCY COURT

 	
  

 	
 62

 
	
  

 
	
  

 	
 10.1

 	
  

 	
 Jurisdiction

 	
  

 	
 62

 
	
  

 
	
 ARTICLE XI TITLE TO PROPERTY

 	
  

 	
 64

 
	
  

 
	
  

 	
 11.1

 	
  

 	
 Vesting of
 Assets

 	
  

 	
 64

 
	
  

 
	
 ARTICLE XII UNITED STATES TRUSTEE FEES and REGULATORY COMPLIANCE

 	
  

 	
 64

 
	
  

 
	
  

 	
 12.1

 	
  

 	
 Payment of
 U.S. Trustee Fees

 	
  

 	
 64

 
	
  

 
	
  

 	
 12.2

 	
  

 	
 MGCB
 Supervision

 	
  

 	
 65

 
	
  

 
	
 ARTICLE XIII EXECUTORY CONTRACTS

 	
  

 	
 65

 
	
  

 
	
  

 	
 13.1

 	
  

 	
 Executory
 Contracts and Unexpired Leases

 	
  

 	
 65

 
	
  

 
	
  

 	
 13.2

 	
  

 	
 Modifications
 and Rights Related to Unexpired Leases and Executory Contracts

 	
  

 	
 65

 
	
  

 
	
  

 	
 13.3

 	
  

 	
 Cure of
 Defaults for Assumed Executory Contracts and Unexpired Leases

 	
  

 	
 66

 
	
  

 
	
  

 	
 13.4

 	
  

 	
 Claims Based
 on Rejection of Executory Contracts and Unexpired Leases

 	
  

 	
 66

 
	
  

 
	
  

 	
 13.5

 	
  

 	
 Rejection
 Damages Bar Date

 	
  

 	
 66

 
	
  

 
	
  

 	
 13.6

 	
  

 	
 Reservation
 of Rights

 	
  

 	
 66

 
	
  

 
	
 ARTICLE XIV

 	
  

 	
 67

 
	
  

 
	
 MISCELLANEOUS PROVISIONS

 	
  

 	
 67

 
	
  

 
	
  

 	
 14.1

 	
  

 	
 Cramdown

 	
  

 	
 67

 
	
  

 
	
  

 	
 14.2

 	
  

 	
 Immediate
 Binding Effect

 	
  

 	
 67

 
	
  

 
	
  

 	
 14.3

 	
  

 	
 Additional Documents

 	
  

 	
 67

 
	
  

 
	
  

 	
 14.4

 	
  

 	
 Reservation
 of Rights

 	
  

 	
 67

 
	
  

 
	
  

 	
 14.5

 	
  

 	
 Successors
 and Assigns

 	
  

 	
 67

 
	
  

 
	
  

 	
 14.6

 	
  

 	
 Service of
 Documents

 	
  

 	
 67

 
	
  

 
	
  

 	
 14.7

 	
  

 	
 Entire
 Agreement

 	
  

 	
 68

 
	
  

 
	
  

 	
 14.8

 	
  

 	
 Governing
 Law

 	
  

 	
 69

 
	
  

 
	
  

 	
 14.9

 	
  

 	
 Nonseverability
 of Plan Provisions

 	
  

 	
 69

 
	
  

 
	
  

 	
 14.10

 	
  

 	
 Closing of
 Chapter 11 Cases

 	
  

 	
 69

 
	
  

 
	
  

 	
 14.11

 	
  

 	
 Waiver or
 Estoppel

 	
  

 	
 69

 
	
  

 
	
  

 	
 14.12

 	
  

 	
 Removal or
 Resignation of Noteholder Plan Proponents

 	
  

 	
 69

 


iv









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 14.13

 	
  

 	
 Termination
 of Liens and Encumbrances

 	
  

 	
 69

 


v






ARTICLE I


DEFINITIONS, RULES OF

INTERPRETATION AND COMPUTATION OF TIME


          1.1
Scope of Definitions. For purposes
of this Plan, except as expressly provided otherwise or unless the context
requires otherwise, all capitalized terms not otherwise defined shall have the
meanings set forth in Section 1.2 of this Plan. Any term used in this Plan that
is not defined herein, but is defined in the Bankruptcy Code or the Bankruptcy
Rules, shall have the meaning set forth in the Bankruptcy Code or the Bankruptcy
Rules. 


          1.2 Definitions.


                    1.2.1
“Ad Hoc Lender Group” means
a group of Pre-petition Lenders listed on Schedule 2 to the Letter Agreement,
which is attached as Exhibit 1 hereto. 


                    1.2.2
“Administrative Claim” means
a Claim for payment of an administrative expense of a kind specified in section
503(b) of the Bankruptcy Code and entitled to priority pursuant to section
507(a)(2) of the Bankruptcy Code, including, but not limited to, the actual,
necessary costs and expenses, incurred on or after the Petition Date, of
preserving the Estates and operating the business of the Debtors, including
wages, salaries, or commissions for services rendered after the Petition Date,
Professional Claims, all fees and charges assessed against the Estates under
Chapter 123 of title 28, United States Code, and all Allowed Claims that are
entitled to be treated as Administrative Claims pursuant to a Final Order of
the Bankruptcy Court under section 546(c) of the Bankruptcy Code; provided, however, that this term shall
not include any portion of the DIP Facility Claim or the Pre-petition Credit
Agreement Claim, whether or not all or part of the DIP Facility Claim or the
Pre-petition Credit Agreement Claim are entitled to priority under sections
503(b), 507, 363, or 364 of the Bankruptcy Code, or otherwise. 


                    1.2.3
“Administrative Claims Bar Date”
means the deadline for filing proofs of or requests for payment of
Administrative Claims, which shall be 45 days after the Effective Date, unless
otherwise ordered by the Bankruptcy Court. 


                    1.2.4
“Affiliate” has the meaning
set forth at section 101(2) of the Bankruptcy Code. 


                    1.2.5
“Allowed” means any Claim,
(a) proof of which was timely and properly filed, or if no Proof of Claim was
timely and properly filed, which is listed by the Debtor on its Schedules as
liquidated in amount and not disputed or contingent, and in either case, (i) as
to which no objection to the allowance thereof or request for estimation has
been interposed or (ii) to the extent any objection to the allowance thereof or
request for estimation interposed in accordance with clause (i) has been
determined by a Final Order in favor of the holder of such Claim, (b) to the extent
allowed by a Final Order or the provisions of the Plan, or (c) that is an
Administrative Expense Claim the amount to which the Debtor and the claimant
have agreed should be allowed pursuant to a written agreement. A Claim which is
Allowed as of the Voting Record Date and which may thereby entitle the holder
of such Claim to vote on the Plan, shall





 not be deemed Allowed for purposes of
distributions in accordance with the Plan unless the Claim is not a Disputed
Claim and the time for objections to Claims as established by the Plan or
Bankruptcy Court Order has expired. 


                    1.2.6
“Allowed Amount” means,
with respect to an Allowed Claim, the amount of such Claim that is Allowed. 


                    1.2.7
“Allowed Claim” means a
Claim, or any portion thereof, that is Allowed. Except as otherwise specified
in this Plan or any Final Order, the amount of an Allowed Claim shall not
include interest on such Claim from and after the Petition Date. 


                    1.2.8
“Allowed Class...Claim” means
an Allowed Claim in the specified Class. 


                    1.2.9
“Anticipated Effective Date”
means the date on which the Noteholder Plan Proponents in their reasonable
discretion anticipate the Effective Date may occur on notice to the Ad Hoc
Lender Group. 


                    1.2.10
“Assumed Contracts” means
the executory contracts and leases to be assumed by the Reorganizing Debtors
pursuant to this Plan. 


                    1.2.11
“Avoidance Claims” means
Causes of Action or defenses arising under (i) any of sections 502, 510, 541,
542, 543, 544, 545, 547, 548, 549, 550, 551, or 553 of the Bankruptcy Code, or
(ii) similar or related state or federal statutes and common law, including
fraudulent transfer laws, whether or not litigation has been commenced as of
the Confirmation Date to prosecute such Causes of Action. 


                    1.2.12
“Ballot” means each of the
ballot forms that is distributed with the Disclosure Statement to Holders of
Claims and Interests included in Classes that are Impaired under this Plan and
entitled to vote under the terms of this Plan. 


                    1.2.13
“Bankruptcy Code” means the
Bankruptcy Reform Act of 1978, as amended and codified in title 11 of the
United States Code, 11 U.S.C. §§ 101-1532, as applicable in these Chapter 11
Cases. 


                    1.2.14
“Bankruptcy Court” means
the United States Bankruptcy Court for the Eastern District of Michigan,
Southern Division, or such other court as may have jurisdiction over the
Chapter 11 Cases. 


                    1.2.15
“Bankruptcy Rules” means
the Federal Rules of Bankruptcy Procedure and the Official Bankruptcy Forms, as
amended, the Federal Rules of Civil Procedure, as amended, as applicable to the
Chapter 11 Cases or proceedings therein, and the Local Rules of the Bankruptcy
Court, as applicable to the Chapter 11 Cases or proceedings therein, as the
case may be. 


                    1.2.16
“Bar Date” means the
deadlines established by the Bankruptcy Court pursuant to the Bar Date Order or
other Final Order for filing proofs of claim in the Chapter 11 


2





Cases, as the
context may require. Except as explicitly provided in the Bar Date Order, the
Bar Date was November 30, 2008. 


                    1.2.17
“Bar Date Order” means the
order entered by the Bankruptcy Court on August 25, 2008, at Docket No. 320,
which established the Bar Date, and any subsequent order supplementing such
initial order or relating thereto. 


                    1.2.18
“Beneficial Holder Subscription Form”
means the form to be used by a Holder of Subscription Rights to exercise such
Subscription Rights. 


                    1.2.19
“Bonds” means the senior
notes issued by Holdings and Holdings II and maturing in 2013, pursuant to the
Indenture. 


                    1.2.20
“Bond Avoidance Action Claims”
means the Avoidance Claims arising from, relating to, or in connection with the
issuance of the Bonds or the transfer of the proceeds of the Bonds which may be
asserted against individuals and entities which may have received proceeds of
the issuance of the Bonds, including but not limited to Dimitrios “Jim” Papas,
Viola Papas, Ted Gatzaros, Maria Gatzaros, the Kewadin Casinos Gaming
Authority, LacVieux Desert Band of Lake Superior Indians, Law Offices of Robert
P. Young, Barden Development, Inc., and Barden Nevada Gaming, L.L.C. 


                    1.2.21
“Bond Claims” means the
Noteholders’ Claims on account of the Bonds. 


                    1.2.22
“Builders” means Contract
Builders Corporation, a Michigan corporation, which is a Debtor in possession
under the Chapter 11 Case No. 08-53110 being jointly administered with the
other Chapter 11 Cases. 


                    1.2.23
“Builders Property” means
all of the real property owned by Builders. 


                    1.2.24
“Business Day” means any
day, excluding Saturdays, Sundays, and “legal holidays” (as defined in
Bankruptcy Rule 9006(a)), on which commercial banks are open for business in
the City of Detroit. 


                    1.2.25
“Cash” means legal tender
of the United States of America and equivalents thereof. 


                    1.2.26
“Casino” means Greektown
Casino, L.L.C., a Michigan limited liability company, which is a Debtor in
possession under the Chapter 11 Case No. 08-53106 being jointly administered
with the other Chapter 11 Cases. 


                    1.2.27
“Casino Litigation Trust Interest”
means the Litigation Trust Interest of the Holders of Allowed General Unsecured
Claims against Casino. 


                    1.2.28
“Causes of Action” means
any and all actions, proceedings, causes of action, suits, accounts, demands,
controversies, agreements, promises, rights to legal remedies, rights to
equitable remedies, rights to payment, and claims that could have been brought
or raised by the Reorganizing Debtors, the Non-reorganizing Debtors, or the
Estates, arising before, on, or 


3





after the
Petition Date, whether known, unknown, reduced to judgment, not reduced to
judgment, liquidated, unliquidated, fixed, contingent, non-contingent, matured,
unmatured, disputed, undisputed, secured, or unsecured, and whether asserted or
assertable directly or derivatively in law, equity, or otherwise, including
Avoidance Claims. 


                    1.2.29
“Chapter 11 Cases” means
the Chapter 11 cases of the Debtors pending in the Bankruptcy Court and being
jointly administered with one another under Case No. 08-53104, and the phrase
“Chapter 11 Case” when used with reference to a particular Debtor means the
particular case under Chapter 11 of the Bankruptcy Code that such Debtor
commenced in the Bankruptcy Court. 


                    1.2.30
“City of Detroit” means the
municipality which is known as the city of Detroit, Michigan. 


                    1.2.31
“Claim” means a claim
against one of the Debtors (or all or some of them), whether or not asserted,
as defined in section 101(5) of the Bankruptcy Code. 


                    1.2.32
“Claims Agent” means
Kurtzman Carson Consultants LLC. 


                    1.2.33
“Claim Objection Deadline”
means, as applicable (except for Administrative Claims), (a) the day that is
the later of (i) the first Business Day that is at least 180 days after the
Effective Date and (ii) as to Proofs of Claim Filed after the Effective Date,
the first Business Day that is at least 180 days after the Proof of Claim has
been Filed or (b) such later date as may be established by the Bankruptcy Court
upon request by Reorganized Greektown or the Litigation Trust. 


                    1.2.34
“Claims Register” means the
official register of Claims maintained by the Claims Agent. 


                    1.2.35
“Class” means a category of
Holders of Claims or Interests as described in Article III of this Plan. 


                    1.2.36
“Confirmation” means the
entry of a Confirmation Order on the docket of the Chapter 11 Cases. 


                    1.2.37
“Confirmation Date” means
the date of entry of the Confirmation Order. 


                    1.2.38
“Confirmation Hearing”
means the hearing before the Bankruptcy Court, held under section 1128 of the
Bankruptcy Code, to consider Confirmation of this Plan and related matters, as
such hearing may be adjourned or continued from time to time. 


                    1.2.39
“Confirmation Order” means
the order entered by the Bankruptcy Court confirming this Plan under section
1129 of the Bankruptcy Code, which order must be acceptable to the Noteholder
Plan Proponents and, to the extent required under the terms of the Letter
Agreement, the Ad Hoc Lender Group. 


                    1.2.40
“Consummation” means the
occurrence of the Effective Date. 


4





                    1.2.41
“Creditor” means any
creditor of a Debtor, as defined in section 101(10) of the Bankruptcy Code. 


                    1.2.42
“Creditors’ Committee”
means the official committee of unsecured creditors appointed pursuant to
section 1102(a) of the Bankruptcy Code in the Chapter 11 Cases on June 6, 2008,
as reconstituted from time to time. 


                    1.2.43
“Cure” means the payment or
other honor of all obligations required to be paid or honored in connection
with assumption of an executory contract or unexpired lease pursuant to section
365 of the Bankruptcy Code, including, to the extent such obligations are
enforceable under the Bankruptcy Code and applicable non-bankruptcy law: (a)
the cure of any non-monetary defaults to the extent required, if at all,
pursuant to section 365 of the Bankruptcy Code, and (b) with respect to
monetary defaults, the distribution within a reasonable period of time
following the Effective Date of Cash, or such other property as may be agreed
upon by the parties or ordered by the Bankruptcy Court, with respect to the
assumption (or assumption and assignment) of an executory contract or unexpired
lease, pursuant to section 365(b) of the Bankruptcy Code, in an amount equal to
all unpaid monetary obligations or such lesser amount as may be agreed upon by
the parties. 


                    1.2.44
“Debtor” means,
individually, any of Holdings, Casino, Builders, Holdings II, Realty, or
Trappers. 


                    1.2.45
“Debtors” means,
collectively, Holdings, Casino, Builders, Holdings II, Realty, and Trappers, as
applicable. 


                    1.2.46
“Debtor/Lender Plan” means
the Third Amended Joint Plans of Reorganization filed by the Debtors, Kewadin,
Monroe, the DIP Agent, and the Pre-petition Agent. 


                    1.2.47
“Debtor/Lender Disclosure Statement”
means the disclosure statement to the Debtor/Lender Plan. 


                    1.2.48
“Debtor Released Parties”
means, collectively, (a) all current and former officers and members of the
board of directors or board of managers, as applicable, of each of the Debtors,
Kewadin and Monroe (and their respective heirs, personal representatives,
guardians, custodians and personal administrators), (b) all current and former
employees of each of the Debtors, Kewadin and Monroe, in each case in their
respective capacities their respective heirs, personal representatives,
guardians, custodians and personal administrators), (c) members of any
committee (including the Special Committee) of the board of directors or
managers, as applicable, of each of the Debtors, Kewadin and Monroe (and their
respective heirs, personal representatives, guardians, custodians and personal
administrators), (d) the current and former advisors, representatives,
financial advisors, attorneys, accountants, investment bankers, consultants,
agents, and other representatives and professionals of the Debtors, Kewadin and
Monroe, (d) Reorganized Greektown, and (e) Reorganized Greektown’s current advisors,
principals, employees, officers, directors, representatives, financial
advisors, attorneys, accountants, investment bankers, consultants, agents, and
other representatives and professionals. 


5





                    1.2.49
“DIP Agent” means the administrative
agent for the DIP Lenders, as defined in the DIP Credit Agreement. 


                    1.2.50
“DIP Credit Agreement”
means (i) that certain Amended and Restated Senior Secured Superpriority Debtor
in Possession Credit Agreement dated February 20, 2009 by and among Holdings,
Holdings II, Casino, Trappers, Builders, Realty, the DIP Agent, the DIP Lenders
and other parties, which was executed by the above-mentioned Debtors in
connection with the DIP Facility, as amended, supplemented, or otherwise modified
from time to time, and all documents executed in relation thereto or in
connection therewith, and (ii) any other credit agreement pursuant to which
debtor in possession financing is provided to the Debtors and authorized by the
Bankruptcy Court. 


                    1.2.51
“DIP Facility” means (i)
the debtor in possession secured financing facility provided to the Debtors by
the DIP Lenders pursuant to the DIP Credit Agreement, as authorized by the
Bankruptcy Court pursuant to the DIP Facility Order, and (ii) any other debtor
in possession financing provided to the Debtors under a credit agreement as
authorized by the Bankruptcy Court to refinance the DIP Credit Agreement. 


                    1.2.52
“DIP Facility Claim” means
any Claim of the DIP Agent and/or the DIP Lenders, as the case may be, arising
under or pursuant to the DIP Facility including, without limitation, principal
and interest thereon, plus all fees and expenses (including professional fees
and expenses) payable by the Debtors thereunder. 


                    1.2.53
“DIP Lenders” means the
lenders and issuers who from time to time are parties to the DIP Credit
Agreement. 


                    1.2.54
“DIP Facility Order” means,
collectively, (a) the interim order that was entered by the Bankruptcy Court on
June 4, 2008 at Docket No. 74, (b) the final order that was entered by the
Bankruptcy Court on June 26, 2008 at Docket No. 175, authorizing and approving
the DIP Facility and the agreements related thereto, and (c) the interim order
that was entered by the Bankruptcy Court on February 4, 2009, at Docket No.
833, (d) the final order that was entered by the Bankruptcy Court on March 3,
2009 at Docket No. 892, and (e) any and all orders entered by the Bankruptcy
Court authorizing and approving the amendments, supplements or modifications,
to the DIP Facility Order or the DIP Credit Agreement and as to all of the
above, all exhibits and schedules thereto or referenced therein. 


                    1.2.55
“Direct Equity Purchase”
means the agreement by Sola Ltd and Solus Core Opportunities Master Fund Ltd to
purchase an aggregate of 150,000 shares of New Preferred Stock, unrelated to
the Rights Offering or Put Agreement, pursuant to and subject to the terms of
the Purchase and Put Agreement. 


                    1.2.56
“Disallowed Claim” means
(a) a Claim, or any portion thereof, that has been disallowed by a Final Order
or a settlement, (b) a Claim or any portion thereof that is Scheduled at zero
or as contingent, disputed, or unliquidated and as to which a Bar Date has been
established but no Proof of Claim has been timely Filed or deemed timely Filed
with the Bankruptcy Court pursuant to any Final Order of the Bankruptcy Court,
or (c) a Claim or any portion thereof that is not Scheduled and as to which a
Bar Date has been established but no 


6





Proof of Claim
has been timely Filed or deemed timely Filed with the Bankruptcy Court pursuant
to any Final Order of the Bankruptcy Court. 


                    1.2.57
“Disallowed Interest” means
an Interest or any portion thereof that has been disallowed by a Final Order, a
settlement, or otherwise. 


                    1.2.58
“Disbursing Agent” means
Reorganized Holdings or any Person designated by it, in its sole discretion, to
serve as a disbursing agent under this Plan, which may, if designated by
Reorganized Holdings, be the Claims Agent. 


                    1.2.59
“Disclosure Statement”
means the written disclosure statement (including all schedules and Exhibits
thereto or referenced therein) that relates to this Plan, as such disclosure
statement may be amended, modified, or supplemented from time to time, all as
approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy
Code and Bankruptcy Rule 3017. 


                    1.2.60
“Disputed Claim” means a
Claim or any portion thereof that is neither an Allowed Claim nor a Disallowed
Claim. 


                    1.2.61
“Distribution Date” means,
except as otherwise provided herein, the date, selected by Reorganized
Greektown, upon which distributions to Holders of Allowed Claims entitled to
receive distributions under this Plan shall commence; provided, however, that the Distribution
Date shall occur as soon as reasonably practicable after the Effective Date,
but in no event shall the Distribution Date occur later than thirty (30) days
after the Effective Date. 


                    1.2.62
“Effective Date” means the
Business Day on which all conditions to the Consummation of this Plan set forth
in Article VI of this Plan have been either satisfied or waived as provided in
Section 6.2 or Section 6.3 of this Plan. 


                    1.2.63
“Effective Date Notice”
means the notice to be sent to Holders of Subscription Rights at least thirty
(30) days prior to the Anticipated Effective Date. 


                    1.2.64
“Entity” has the meaning
set forth at section 101(15) of the Bankruptcy Code. 


                    1.2.65
“ERISA” means Employee
Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001-1461 and 26 U.S.C. §§
401-420, as amended. 


                    1.2.66
“Estate” means the
bankruptcy estate of the applicable Debtor created pursuant to section 541 of
the Bankruptcy Code. 


                    1.2.67
“Exchange Act” means the
Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq., as now in effect or
hereafter amended. 


                    1.2.68
“Excluded Debtors” means
Monroe and Kewadin. 


                    1.2.69
“Exculpated Claim” means
any claim related to any act or omission in connection with, relating to, or
arising out of the Debtors’ the Chapter 11 Cases, the filing of the 


7





Disclosure
Statement, the Plan, the Debtor/Lender Plan, the Debtor/Lender Disclosure
Statement or any contract, instrument, release, or other agreement or document
created or entered into in connection with the Disclosure Statement, this Plan,
the Debtor/Lender Plan, or the Debtor/Lender Disclosure Statement, the filing
of the Chapter 11 Cases, the pursuit of Confirmation of the Plan or
confirmation of the Debtor/Lender Plan, the pursuit of Consummation of the Plan
or consummation of the Debtor/Lender Plan, the administration and
implementation of this Plan or the Debtor/Lender Plan, or the distribution of
property under this Plan or the Debtor/Lender Plan or any other agreement. 


                    1.2.70
“Exhibit” means an exhibit
annexed either to this Plan or as an exhibit to the Disclosure Statement. If
this Plan or the Disclosure Statement references a numbered Exhibit and one is
not attached, but is subsequently filed; or if this Plan or the Disclosure
Statement does not reference a numbered Exhibit and a numbered Exhibit is
attached thereto; then such numbered Exhibit shall be incorporated with and
into this Plan or the Disclosure Statement, as applicable, as though such
numbered Exhibit were filed therewith. 


                    1.2.71
“Exhibit Filing Date” means
the date on which Exhibits to this Plan or the Disclosure Statement shall be
Filed with the Bankruptcy Court, which date shall be on or prior to the
deadline for voting on the Plan or such later date as may be approved by the
Bankruptcy Court without further notice. 


                    1.2.72
“Existing Common Stock”
means any shares of common stock of any of the Debtors. 


                    1.2.73
“Existing Membership Interests”
means any membership interests of any of the Debtors. 


                    1.2.74
“Exit Facility” means the
New Senior Secured Notes and the New Revolving Credit Facility, which will
provide for financing in the amounts sufficient, when taken together with the
Rights Offering Amount and the proceeds of the Direct Equity Purchase, to repay
the DIP Facility Claims, pay certain other Claims in accordance with the terms
of this Plan, and provide Reorganized Greektown with adequate working capital. 


                    1.2.75
“File” means to file with
the Bankruptcy Court in the Chapter 11 Cases and serve consistent with the
Local Rules and the Bankruptcy Rules, or in the case of Proofs of Claim, to
file with the Claims Agent. 


                    1.2.76
“Final Decree” means a
decree contemplated under Bankruptcy Rule 3022 entered in these Chapter 11
cases. 


                    1.2.77
“Final Order” means an
order or judgment, the operation or effect of which has not been reversed,
stayed, modified, or amended, and as to which order or judgment (or any
reversal, stay, modification, or amendment thereof) (a) the time to appeal,
seek certiorari, or request reargument or further review or rehearing has
expired and no appeal, petition for certiorari, or request for reargument or
further review or rehearing has been timely Filed, or (b) any appeal that has
been or may be taken or any petition for certiorari or request for reargument
or further review or rehearing that has been or may be Filed has been resolved
by the highest court to which the order or judgment was appealed, from which
certiorari was sought, or 


8





to which the
request was made, and no further appeal or petition for certiorari or request
for reargument or further review or rehearing has been or can be taken or
granted. 


                    1.2.78
“General Unsecured Claim”
means any Claim that is not otherwise an Administrative Claim, Priority Tax
Claim, Priority Claim, Secured Claim (including DIP Facility Claim,
Pre-petition Credit Agreement Claim, and Other Secured Claim), Bond Claim, or
deficiency claim of any Pre-petition Lender or DIP Lender. 


                    1.2.79
“General Unsecured Classes”
means Classes 4, 9, 14, 18, 22 and 26. 


                    1.2.80
“Governmental Unit” has the
meaning set forth at section 101(27) of the Bankruptcy Code. 


                    1.2.81
“Holdback Amount” means the
amounts withheld by the Debtors as of the Confirmation Date as a holdback on
payment of Professional Claims pursuant to the Professional Fee Order. 


                    1.2.82
“Holder” means a Person
holding a Claim, Interest, or Lien, as applicable. 


                    1.2.83
“Holder Purchase Payment”
means the Subscription Purchase Price multiplied by the number of Subscription
Rights that a Holder of an Allowed Bond Claim has exercised pursuant to the
Rights Offering. 


                    1.2.84
“Holdings” means Greektown
Holdings, L.L.C., a Michigan limited liability company, which is a Debtor in
possession under the Chapter 11 Case No. 08-53104 being administered jointly
with the other Chapter 11 Cases. 


                    1.2.85
“Holdings Litigation Trust Interest”
means the Litigation Trust Interest of the Holders of Allowed General Unsecured
Claims and Allowed Bond Claims against Holdings. 


                    1.2.86
“Holdings II” means
Greektown Holdings II, Inc., a Michigan corporation, which is a Debtor in
possession under the Chapter 11 Case No. 08-53108 being jointly administered
with the other Chapter 11 Cases. 


                    1.2.87
“Impaired” refers to any
Claim or Interest that is impaired within the meaning of section 1124 of the
Bankruptcy Code. 


                    1.2.88
“Indenture” means the
Indenture dated December 2, 2005, among Greektown Holdings, L.L.C., Greektown
Holdings II, Inc. and Deutsche Bank Trust Company Americas covering the 103⁄4%
senior notes due 2013. 


                    1.2.89
“Indenture Trustee” means
Deutsche Bank Trust Company Americas, or any successor appointed under the
Indenture. 


                    1.2.90
“Insider” has the meaning
set forth at section 101(31) of the Bankruptcy Code. 


9





                    1.2.91
“Institutional Investor”
means an entity that satisfies the definition of Institutional Investor
contained in Section 2(z) of the Michigan Gaming Control and Revenue Act,
M.C.L. 432.202(z). 


                    1.2.92
“Instrument” means an
instrument or document evidencing a Claim or Interest. 


                    1.2.93
“Intercompany Claim” means
a Claim by a Debtor or Affiliate of a Debtor against another Debtor or
Affiliate of a Debtor. 


                    1.2.94
“Intercompany Executory Contract”
means an executory contract or unexpired lease solely between two or more
Debtors. 


                    1.2.95
“Intercompany Interest”
means any Interest held by one Debtor in or against another Debtor. 


                    1.2.96
“Interest” means the legal,
equitable, contractual, and other rights of any Person with respect to Existing
Common Stock, Existing Membership Interests, or any other equity securities of,
or ownership interests in, any of the Debtors. 


                    1.2.97
“IRC” means the Internal
Revenue Code of 1986, as amended. 


                    1.2.98
“Kewadin” means Kewadin
Greektown Casino, L.L.C., a Michigan limited liability company, which is a
Debtor in possession under the Chapter 11 Case No. 08-53105 being jointly
administered with the other Chapter 11 Cases. 


                    1.2.99
“Letter Agreement” means
that certain Letter Agreement, dated November 13, 2009, which is attached
hereto as Exhibit 1, as may be amended or modified pursuant to the terms
thereof. 


                    1.2.100
“Lien” has the meaning set
forth at section 101(37) of the Bankruptcy Code. 


                    1.2.101
“Litigation Claims Costs”
means any and all costs, including reasonable professionals’ fees, including
any contingent portions, if any, incurred by the Litigation Trust, in
prosecuting the Unsettled Bond Avoidance Action Claims, enforcing any judgment
on the Unsettled Bond Avoidance Action Claims, recovering proceeds on account
of the Unsettled Bond Avoidance Action Claims, and administrating Claims
pursuant to section 5.1 hereof. 


                    1.2.102
“Litigation Claims Proceeds”
means the actual consideration, if any, received by the Litigation Trust as a
result of any judgment, settlement, or compromise of any of the Unsettled Bond
Avoidance Action Claims. 


                    1.2.103
“Litigation Distribution Schedule”
means the distribution of Litigation Claims Proceeds by the Litigation Trust in
the following manner and order: 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 First, to
 pay Litigation Claims Costs; 

 


10





 


	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Second, to
 Reorganized Casino to pay back the Litigation Trust Loan (principal first and
 then interest); 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Third, 90%
 of the remaining Litigation Claims Proceeds after payment of (i) and (ii)
 above to the Holders of the Holdings Litigation Trust Interest; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 Fourth, 10%
 of the remaining Litigation Claims Proceeds after payment of (i) and (ii)
 above to the Holders of the Casino Litigation Trust Interest. 

 



                    1.2.104
“Litigation Trust” means
the liquidating trust as established under Section 4.12 of the Plan and the
Litigation Trust Agreement. 


                    1.2.105
“Litigation Trust Agreement”
means the agreement establishing and delineating the terms and conditions of
the Litigation Trust, substantially in the form set forth in the Plan
Supplement. 


                    1.2.106
“Litigation Trust Assets”
means (i) all Avoidance Claims belonging to Casino, Holdings II, Builders,
Realty, and Trappers, (ii) all Avoidance Actions belonging to Holdings,
including the Unsettled Bond Avoidance Action Claims (iii) the proceeds of the
Litigation Trust Loan, (iv) the Litigation Claims Proceeds, and (v) any proceeds,
including interest, of the foregoing assets. 


                    1.2.107
“Litigation Trust Interest”
means a beneficial interest in the Litigation Trust entitling the Holders of
such interest to receive payment from Litigation Trust Assets paid in accordance
with the Litigation Distribution Schedule. 


                    1.2.108
“Litigation Trustee” means
the Person or Persons appointed in accordance with the Litigation Trust
Agreement, to administer the Litigation Trust. 


                    1.2.109
“Litigation Trust Loan”
means Cash in the amount of $375,000 to be loaned on a non-recourse basis to
the Litigation Trust by Reorganized Casino to fund the fees, expenses, and
costs of the Litigation Trust. 


                    1.2.110
“Local Rules” means the
local rules of the Bankruptcy Court. 


                    1.2.111
“LT Disputed Claims Reserve”
means the assets of the Litigation Trust allocable to, or retained on account
of, Disputed General Unsecured Claims, as determined from time to time, which
assets shall (to the extent possible) be held separately from other assets of
the Litigation Trust, but shall be subject to an allocable share of all
expenses and obligations of the Litigation Trust. 


                    1.2.112
“Management Agreement” means
the agreement to be entered into between Reorganized Greektown and the
Management Entity on the Effective Date, which provides the terms of conditions
by which the Management Entity will manage Reorganized Greektown. 


11





                    1.2.113
“Management Entity” means
an Entity selected by the Put Parties in consultation with the other Noteholder
Plan Proponents consistent with applicable regulatory requirements that will
obtain any required gaming license from the MGCB and manage the operations of
Reorganized Greektown from and after the Effective Date. 


                    1.2.114
“Master Subscription Form”
means the form to be used by each nominee for Holders of Subscription Rights to
submit an indication of such Holders’ exercise of Subscription Rights to the
Rights Offering Agent on behalf of each such Holder. 


                    1.2.115
“MGCB” means the Michigan
Gaming Control Board, a board established within the Department of Treasury of
the State of Michigan pursuant to M.C.L. 432.204(1). 


                    1.2.116
“MGCB Qualified Person”
means a Person, including an Entity, that the MGCB determines is eligible,
qualified, and suitable to hold an ownership interest in a casino licensee
under the licensing standards in the Michigan Gaming Control and Revenue Act,
after such Person as completed the requested disclosures and has been subject
to the required investigation. 


                    1.2.117
“Monroe” means Monroe
Partners, L.L.C., a Michigan limited liability company, which is a Debtor in
possession under the Chapter 11 Case No. 08-53107 being jointly administered
with the other Chapter 11 Cases. 


                    1.2.118
“Newco” shall have the
meaning ascribed to it in Section 4.10.5 of the Plan. 


                    1.2.119
“Newco Sub” shall have the
meaning ascribed to it in Section 4.10.5 of the Plan. 


                    1.2.120
“Newco Certificate of Formation”
means the certificate of incorporation for Newco. 


                    1.2.121
“Newco Organizational Documents”
means the Newco Certificate of Formation and the articles of incorporation,
corporate charter, bylaws, certificates of formation, and other governance
documents of Newco. Newco’s corporate charter shall prohibit the issuance of
nonvoting equity securities. 


                    1.2.122
“New Common Stock” means
the new common stock to be issued by Newco from and after the Effective Date,
which shall be governed by the Newco Certificate of Formation. Shares of New
Common Stock may be made up of different classes of shares with regular or
reduced voting rights provided each share of New Common Stock shall have
equivalent economic rights. 


                    1.2.123
“New Membership Interests
means new membership interests in Reorganized Holdings to be issued pursuant to
Section 4.10.5. 


                    1.2.124
“New Preferred Stock” means
the new Series A Convertible Preferred Stock to be issued by Newco, which
Series A Convertible Preferred Stock shall be governed by 


12





the
certificate of designations, which constitutes part of the Newco Certificate of
Formation. Shares of New Preferred Stock may be made up of different classes of
shares with regular or reduced voting rights provided each share of New
Preferred Stock shall have equivalent economic rights. Each share of New
Preferred Stock is convertible into that number of shares of New Common Stock
of a similar class or classes with similar or reduced voting rights as the
exchanged share of New Preferred Stock equal to the lesser of (a) (i) one
hundred plus the numerical amount of all accrued and unpaid dividends on such
share of New Preferred Stock (subject to adjustments for stock splits, stock
dividends and/or similar changes) divided by (ii) one hundred or (b) the
maximum amount of New Common Stock that can be issued to the holder of such New
Preferred Stock in compliance with requirements of the MGCB and of the Newco
Certificate of Incorporation at any time at the option of the holder or
mandatorily upon the election of 66 2/3% of the holders of outstanding New Preferred Stock.



                    1.2.125
“New Revolving Credit Facility”
means a $30,000,000 undrawn revolving credit facility to be entered into by
Newco on the Effective Date on terms and conditions acceptable to the Put
Parties and, to the extent required under the terms of the Letter Agreement,
the Ad Hoc Lender Group. 


                    1.2.126
“New Senior Secured Notes”
means senior secured notes in the principal amount of approximately
$385,000,000 to be issued by Newco on or prior to the Effective Date (i) on
substantially the terms and conditions provided in the Letter Agreement
including Exhibit A thereto, and which documentation shall be reasonably
acceptable to the Put Parties and Ad Hoc Lender Group as provided in the Letter
Agreement, or (ii) upon termination or breach of the Letter Agreement by any
member of the Ad Hoc Lender Group, other similar terms, which terms and
conditions shall be acceptable to the Put Parties. 


                    1.2.127
“Non-Debtor Released Parties”
means, collectively, (a) the Noteholder Plan Proponents (b) the Creditors’
Committee and all current and former members of the Creditors’ Committee,
solely in their respective capacities as such, (c) the Indenture Trustee, (d)
the Put Parties, (e) the DIP Agent, (f) the DIP Lenders, (g) the Pre-petition
Agent, (h) the Pre-petition Lenders, and (i) the advisors, employees,
principals, representatives, financial advisors, attorneys, accountants,
investment bankers, consultants, agents, and other representatives and professionals
of the Noteholder Plan Proponents, the Creditors’ Committee, the Indenture
Trustee, the Put Parties, the DIP Agent, the DIP Lenders, the Pre-petition
Agent, and the Pre-petition Lenders. 


                    1.2.128
“Non-reorganizing Debtors”
means Trappers and Holdings II. 


                    1.2.129
“Noteholder Plan Proponents”
means the Put Parties, the Indenture Trustee, and the Committee. 


                    1.2.130
“Noteholders” means the
Holders of the Bonds. 


                    1.2.131
“Notice Parties” means (a)
the United States Trustee for the Eastern District of Michigan, (b) the
Creditors’ Committee, (c) the DIP Agent, (d) the Pre-petition Agent, (e) the
Indenture Trustee, (e) the Put Parties, (f) the Ad Hoc Lender Group and (g) the
Debtors. 


13





                    1.2.132
“Obligee Debtor” means a
Debtor to which another Debtor is indebted on account of an Intercompany Claim.



                    1.2.133
“Obligor Debtor” means a
Debtor against which another Debtor holds an Intercompany Claim. 


                    1.2.134
“Ordinary Course Professionals Order”
means the order entered by the Bankruptcy Court on September 16, 2008 at Docket
No. 427 authorizing the retention of professionals utilized by the Debtors in
the ordinary course of business. 


                    1.2.135
“Other Litigation Trust Interest”
means the Litigation Trust Interest of the Holders of Allowed General Unsecured
Claims against Holdings II, Builders, Realty, or Trappers. 


                    1.2.136
“Other Secured Claim” means
any Secured Claim, other than: (a) the DIP Facility Claim or (b) the
Pre-petition Credit Agreement Claim. 


                    1.2.137
“Periodic Distribution Date”
means, as applicable, (a) the Distribution Date, as to the first distribution
made by Reorganized Greektown, and (b) thereafter, (i) the first Business Day
occurring ninety (90) days after the Distribution Date and (ii) subsequently,
the first Business Day occurring ninety (90) days after the immediately
preceding Periodic Distribution Date. 


                    1.2.138
“Person” means an
individual, corporation, partnership, joint venture, association, joint stock
company, limited liability company, limited liability partnership, trust,
estate, unincorporated organization, Governmental Unit, or other Entity. 


                    1.2.139
“Petition Date” means May
29, 2008, the date the Debtors Filed their petitions for reorganization relief
in the Bankruptcy Court. 


                    1.2.140
“Plan” means these joint
plans of reorganization for the resolution of outstanding Claims and Interests
in the Chapter 11 Cases, as herein proposed by the Noteholder Plan Proponents,
including the Plan Supplement, all Exhibits, supplements, appendices, and
schedules hereto, either in its or their present form or as the same may be
further altered, amended, or modified from time to time in accordance with the
Bankruptcy Code and Bankruptcy Rules. 


                    1.2.141
“Plan Supplement” means the
supplement to the Plan containing certain documents and forms of documents
specified in this Plan, which documents and forms of documents shall be in form
and substance acceptable to the Put Parties in consultation with the other
Noteholder Plan Proponents and, to the extent required under the Letter
Agreement, the Ad Hoc Lender Group, which documents and forms of documents may
be amended in a manner consistent with the terms of the Letter Agreement, by
the Put Parties in consultation with the other Noteholder Plan Proponents and,
to the extent required under the Letter Agreement, the Ad Hoc Lender Group, at
any time prior to the Effective Date. The Plan Supplement shall be filed with
the court no later than five (5) days prior to the commencement of the
Confirmation Hearing. 


14





                    1.2.142
“Pre-petition Agent” means
the administrative agent to the Pre-petition Lenders under the Pre-petition
Transaction Documents. 


                    1.2.143
“Pre-petition Credit Agreement”
means that certain Credit Agreement dated as of December 2, 2005, as amended by
the First Amendment to Credit Agreement dated as of April 13, 2007 and the
Limited Duration Waiver Agreement dated as of March 28, 2008. 


                    1.2.144
“Pre-petition Credit Agreement Claim”
means the Claims of the Pre-petition Agent and the Pre-petition Lenders arising
under the Pre-petition Credit Agreement, Pre-petition Transaction Documents and
the DIP Facility Order, including all claims on account of adequate protection
granted to the Pre-petition Agent and the Pre-petition Lenders pursuant to the
DIP Facility Order. 


                    1.2.145
“Pre-petition Lenders”
means the lenders and issuers who from time to time are parties to the
Pre-petition Credit Agreement. 


                    1.2.146
“Pre-petition Transaction Documents”
means the Pre-petition Credit Agreement and the other Loan Documents, as that
term is defined in the Pre-petition Credit Agreement. 


                    1.2.147
“Priority Claim” means any
Claim entitled to priority pursuant to section 507(a) of the Bankruptcy Code. 


                    1.2.148
“Priority Tax Claim” means
a Claim entitled to priority pursuant to section 507(a)(8) of the Bankruptcy
Code. 


                    1.2.149
“Professional” means any
Person retained in the Chapter 11 Cases by Bankruptcy Court order pursuant to
sections 327 and 1103 of the Bankruptcy Code or otherwise; provided, however, that Professional does
not include any Person retained pursuant to the Ordinary Course Professionals
Order. 


                    1.2.150
“Professional Claim” means
an Administrative Claim of a Professional for compensation for services
rendered or reimbursement of costs, expenses, or other charges and
disbursements incurred relating to services rendered or expenses incurred after
the Petition Date and before and including the Effective Date. 


                    1.2.151
“Professional Fee Order”
means the order entered by the Bankruptcy Court on July 24, 2008 at Docket No.
227 authorizing the interim payment of Professional Claims. 


                    1.2.152
“Proof of Claim” means a
proof of Claim Filed against any of the Debtors in the Chapter 11 Cases. 


                    1.2.153
“Pro Rata” means the
proportion that the amount of any Claim in a particular Class bears to the
aggregate amount of all Claims in such Class, including the estimated Allowed
amount of any Disputed Claims in such Class. 


15





                    1.2.154
“Purchase and Put Agreement”
means the agreement, dated as of November 2, 2009, entered into among the Put
Parties, which is attached as Exhibit 2 hereto, as may be amended by the Put
Parties, and on terms and conditions acceptable in form and substance to the
Put Parties. 


                    1.2.155
“Put Agreement” means the
agreements by the Put Parties pursuant to, and subject to the conditions in,
the Purchase and Put Agreement to purchase all Rights Offering Securities that
are not purchased by Rights Offering Participants as part of the Rights
Offering. 


                    1.2.156
“Put Agreement Funding Date”
means one (1) day prior to the Effective Date. 


                    1.2.157
“Put Parties” means John
Hancock Strategic Income Fund, John Hancock Trust Strategic Income Trust, John
Hancock Funds II Strategic Income Fund, John Hancock High Yield Fund, John Hancock
Trust High Income Trust, John Hancock Funds II High Income Fund, John Hancock
Bond Fund, John Hancock Income Securities, John Hancock Investors Trust, John
Hancock Funds III Leveraged Companies Fund, John Hancock Funds II Active Bond
Fund, John Hancock Funds Trust Active Bond Trust, Manulife Global Fund U.S.
Bond Fund, Manulife Global Fund U.S. High Yield Fund, Manulife Global Fund
Strategic Income, MIL Strategic Income Fund, Oppenheimer Champion Income Fund,
Oppenheimer Strategic Income Fund, Oppenheimer Strategic Bond Fund / VA,
Oppenheimer High Income Fund / VA and ING Oppenheimer Strategic Income
Portfolio and Brigade Capital Management, Sola Ltd, and Solus Core
Opportunities Master Fund Ltd. 


                    1.2.158
“Realty” means Realty Equity
Company, Inc., a Michigan corporation, which is a Debtor in possession under
the Chapter 11 Case No. 08-53112 being jointly administered with the other
Chapter 11 Cases. 


                    1.2.159
“Realty Property” means all
of the real property owned by Realty. 


                    1.2.160
“Reduced Vote Rights Offering Share”
means a Rights Offering Share with reduced voting rights. 


                    1.2.161
“Reduced Vote Rights Offering Warrant”
means a warrant to purchase one Reduced Vote Rights Offering Share at a price
of $0.01. For U.S. federal income tax purposes, the parties hereto will treat a
Reduced Vote Rights Offering Warrant as a Reduced Vote Rights Offering Share. 


                    1.2.162
“Reinstated” means (a)
leaving unaltered the legal, equitable, and contractual rights to which a Claim
entitles the Holder of such Claim so as to leave such Claim Unimpaired or (b)
notwithstanding any contractual provision or applicable law that entitles the
Holder of a Claim to demand or receive accelerated payment of such Claim after
the occurrence of a default: (i) curing any such default that occurred before
or after the Petition Date, other than a default of a kind specified in section
365(b)(2) of the Bankruptcy Code or of a kind that section 365(b)(2) expressly
does not require to be cured; (ii) reinstating the maturity (to the extent such
maturity has not otherwise accrued by the passage of time) of such Claim as
such maturity existed before such default; (iii) compensating the Holder of such
Claim for any damages incurred as a result of any reasonable reliance by such
Holder on such contractual provision or 


16





such
applicable law; (iv) if such Claim arises from a failure to perform a
nonmonetary obligation other than a default arising from failure to operate a
nonresidential real property lease subject to section 365(b)(1)(a) of the
Bankruptcy Code, compensating the Holder of such Claim (other than a Debtor or
an Insider, as defined in section 101(31) of the Bankruptcy Code) for any actual
or pecuniary loss incurred by such Holder as a result of such failure; and (v)
not otherwise altering the legal, equitable, or contractual rights to which
such Claim entitles the Holder. 


                    1.2.163
“Rejection Damages Claim”
means any Claim on account of the rejection of an executory contract or
unexpired lease pursuant to section 365 of the Bankruptcy Code. 


                    1.2.164
“Released Parties” means
the Debtor Released Parties and the Non-Debtor Released Parties; provided however,
that notwithstanding the foregoing, none of the following individuals or
entities shall be a Released Party: Dimitrios “Jim” Papas, Viola Papas, Ted
Gatzaros, Maria Gatzaros, the Kewadin Casinos Gaming Authority, Marvin Beatty,
Robert Smith, David K. Akins, Victoria Suane Loomis, Jamaal Harris, George
Evans, Christopher Jackson, Arthur B. Blackwell, J.C. Douglas, Barden Nevada
Gaming L.L.C., Barden Development, Inc., LacVieux Desert Band of Lake Superior
Indians, Law Offices of Robert P. Young, and Harris and Associates 401(k) Plan
(Arthur F. Harris, Trustee).  


                    1.2.165
“Reorganized Debtors” means
collectively, Reorganized Holdings, Reorganized Casino, Reorganized Builders,
or Reorganized Realty and, collectively, Reorganized Holdings, Reorganized
Casino, Reorganized Builders, and Reorganized Realty. 


                    1.2.166
“Reorganized Builders”
means Builders, as reorganized after the Effective Date pursuant to the
provisions of this Plan. 


                    1.2.167
“Reorganized Casino” means
Casino, as reorganized after the Effective Date pursuant to the provisions of
this Plan. 


                    1.2.168
“Reorganized Greektown”
means the Reorganized Debtors, Newco, and Newco Sub. 


                    1.2.169
“Reorganized Holdings”
means Holdings, as reorganized after the Effective Date pursuant to the
provisions of this Plan. 


                    1.2.170
“Reorganized Holdings Certificate of
Formation” means the certificate of incorporation or the limited
liability company membership agreement for Reorganized Holdings, as applicable.



                    1.2.171
“Reorganized Holdings Organizational
Documents” means the Reorganized Holdings Certificate of
Formation and the articles of incorporation, corporate charter, bylaws, certificates
of formation, and other governance documents of Reorganized Holdings, as
applicable. 


                    1.2.172
“Reorganized Realty” means
Realty, as reorganized after the Effective Date pursuant to the provisions of
this Plan. 


17





                    1.2.173
“Reorganizing Debtors”
means, collectively, Holdings, Casino, Builders, and Realty. 


                    1.2.174
“Restructuring Transaction(s)”
means a dissolution or winding up of the legal existence of a Debtor or the
consolidation, merger, contribution of assets, or other transaction in which an
Affiliate of a Debtor merges with or transfers some or substantially all of its
assets and liabilities to a Reorganized Debtor, Newco or Newco Sub, or the
ownership of a Debtor changes, on or following the Confirmation Date. 


                    1.2.175
“Retained Actions” means
all claims, causes of action, rights of action, suits, and proceedings, whether
in law or in equity, whether known or unknown, which any Debtor or any Debtor’s
Estate may hold against any Person, including, without limitation, claims and
Causes of Action brought before the Effective Date or identified in the
Schedules or the Disclosure Statement, and including the right to settle waive,
or release any Bond Avoidance Action Claim after the Confirmation Date but
prior to the Effective Date, other than claims explicitly released under this
Plan or by Final Order of the Bankruptcy Court before the Effective Date;
provided, however that Retained Actions shall not include any Litigation Trust
Assets. 


                    1.2.176
“Rights Offering” means
that certain rights offering for the Rights Offering Securities, the procedures
for which are set forth in Article IV of the Plan. 


                    1.2.177
“Rights Offering Agent”
means the Claims Agent or other entity selected by the Put Parties, which agent
shall perform certain duties with respect to the Rights Offering as described
in Article IV of the Plan. 


                    1.2.178
“Rights Offering Amount”
means $185 million. 


                    1.2.179
“Rights Offering Commencement Date”
means the date Subscription Forms are mailed to holders of Allowed Bond Claims,
which shall be on or about December 11, 2009. 


                    1.2.180
“Rights Offering Funding Date”
means fifteen (15) days prior to the Anticipated Effective Date. 


                    1.2.181
“Rights Offering Participants”
means all holders of Allowed Bond Claims. 


                    1.2.182
“Rights Offering Record Date”
means the Voting Record Date. 


                    1.2.183
“Rights Offering Security”
means a Rights Offering Share, a Reduced Vote Rights Offering Share, or a
Rights Offering Warrant. 


                    1.2.184
“Rights Offering Shares”
means not less than 1,850,000 shares of New Preferred Stock to be issued
pursuant to the Rights Offering. 


                    1.2.185
“Rights Offering Trust Account”
means the trust account or similarly segregated account or accounts maintained
by the Rights Offering Agent in accordance with Article IV of the Plan, which
shall be separate and apart from the Rights Offering Agent’s 


18





general
operating funds and/or any other funds subject to any Lien or any cash
collateral arrangements. 


                    1.2.186
“Rights Offering Warrant”
means a warrant to purchase one Rights Offering Share at a price of $0.01. For
U.S. federal income tax purposes, the parties hereto will treat a Rights
Offering Warrant as a Rights Offering Share. 


                    1.2.187
“Scheduled” means, with
respect to any Claim, the status, priority, and amount, if any, of such Claim
as set forth in the Schedules. 


                    1.2.188
“Schedules” means the
schedules of assets and liabilities and the statements of financial affairs
Filed in the Chapter 11 Cases by the Debtors, which incorporate by reference
the global notes and statement of limitations, methodology, and disclaimer
regarding the Debtors’ schedules and statements, as such schedules or
statements have been or may be further modified, amended, or supplemented from
time to time in accordance with Bankruptcy Rule 1009 or orders of the
Bankruptcy Court. 


                    1.2.189
“Secured Claim” means the
aggregate amount of the Claim secured by a security interest in or a Lien on
property in which a Debtor’s Estate has an interest or that is subject to
setoff under section 553 of the Bankruptcy Code, to the extent of the value, as
of the Effective Date or such other date as is established by the Bankruptcy
Court, of such Claim Holder’s interest in the applicable Estate’s interest in
such property or to the extent of the amount subject to setoff, as applicable,
as determined by a Final Order of the Bankruptcy Court pursuant to section
506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section
553 of the Bankruptcy Code, or as otherwise agreed upon in writing by the
Noteholder Plan Proponents and the Holder of such Claim. 


                    1.2.190
“Securities Act” means the
Securities Act of 1933, 15 U.S.C. § 77a et
seq., as now in effect or hereafter amended. 


                    1.2.191
“Settlement Amount” means
the proposed amount for which the Debtors are seeking to settle such Claim. 


                    1.2.192
“Security” has the meaning
set forth at section 101(49) of the Bankruptcy Code. 


                    1.2.193
“Stipulation” means the
Stipulation and Agreement Regarding (A) Consensual Resolution of Joint Motion
to Adjourn Confirmation Hearing, (B) Consensual Resolution of Joint Objection
to Debtor/Lender Plan, and (C) Procedures for Confirmation of Noteholder Plan
and Debtor/Lender Plan, which indicates certain terms and conditions on which
the Debtors, the Pre-petition Agent and the DIP Agent will support the
Confirmation of the Plan, which Stipulation was filed with the Bankruptcy Court
on November 19, 2009, and approved by the Bankruptcy Court on November 20,
2009, and is attached hereto as Exhibit 3. 


                    1.2.194
“Subscription Expiration Date”
means the deadline for voting on the Plan, as specified in the Subscription
Form but subject to the Put Parties’ right to extend such date, which shall be
the final date by which a holder of an Allowed Bond Claim, as of the Rights
Offering Record Date, may elect to subscribe to the Rights Offering. 


19





                    1.2.195
“Subscription Purchase Price”
means $100 per Rights Offering Security. 


                    1.2.196
“Subscription Right” means
the right to subscribe for one Rights Offering Security at the Subscription
Purchase Price on the terms and subject to the conditions set forth in Article
IV of the Plan. 


                    1.2.197
“Tax Rollback” means the
tax treatment contemplated by M.C.L. 432.212(7). 


                    1.2.198
“Total Equity Shares” means
the total amount of shares of New Common Stock of Newco to be issued pursuant
to the Plan plus the total amount of shares of New Preferred Stock of Newco to
be issued pursuant to the Rights Offering and the Purchase and Put Agreement. 


                    1.2.199
“Trappers” means Trappers
GC Partner, LLC, a Michigan limited liability company, which is a Debtor in
possession under the Chapter 11 Case No. 08-53111 being jointly administered
with the other Chapter 11 Cases. 


                    1.2.200
“Trappers Property” means
all of the real property owned by Trappers. 


                    1.2.201
“Unimpaired” means, with
respect to a Claim, any Claim that is not Impaired. 


                    1.2.202
“Unsecured Distribution Amount”
means $10 million in Cash to be funded into the Unsecured Distribution Fund
through Reorganized Greektown’s operations or otherwise, in four (4) equal
installments of $2,500,000, the first of which shall be paid on the date that
is three (3) months after the Effective Date, the second on the date that is
six (6) months after the Effective Date, the third on the date that is nine (9)
months after the Effective Date, and the fourth on the date that is one (1)
year after the Effective Date. 


                    1.2.203
“Unsecured Distribution Fund”
means the segregated account established by the Disbursing Agent to hold the
Unsecured Distribution Amount prior to the distribution to Holders of Allowed
General Unsecured Claims in the General Unsecured Classes. 


                    1.2.204
“Unsettled Bond Avoidance Action Claim”
means any Bond Avoidance Action Claim that has not been settled or waived by
the Debtors pursuant to Section 4.20 of the Plan. 


                    1.2.205
“Voting Record Date” means
December 1, 2009. 


          1.3 Rules
of Interpretation. For purposes of this Plan, unless otherwise
provided herein: 


                    1.3.1
Whenever from the context it is appropriate, each term, whether stated in the
singular or the plural, shall include both the singular and the plural. 


20





                    1.3.2
Each pronoun stated in the masculine, feminine, or neuter includes the
masculine, feminine, and neuter. 


                    1.3.3
Any reference in this Plan to a contract, instrument, release, indenture or
other agreement or document being in a particular form or on particular terms
and conditions means that such document shall be substantially in such form or
substantially on such terms and conditions. 


                    1.3.4
Any reference in this Plan to an existing document or schedule Filed or to be Filed
means such document or schedule, as it may have been or may be amended,
modified, or supplemented. 


                    1.3.5
Any reference to a Person as a Holder of a Claim or Interest includes that
Person’s successors and assigns. 


                    1.3.6
All references in this Plan to Sections, Articles, and Exhibits are references
to sections, Articles, and Exhibits of or to this Plan. 


                    1.3.7
The words “herein,” “hereunder,” and “hereto” refer to this Plan in its
entirety rather than to a particular portion of this Plan. 


                    1.3.8
Captions and headings to Articles and Sections are inserted for convenience of
reference only and are not intended to be a part of or to affect the
interpretation of this Plan. 


                    1.3.9
Subject to the provisions of any contract, certificates of incorporation,
bylaws, instrument, release, or other agreement or document entered into in connection
with this Plan, the rights and obligations arising under this Plan shall be
governed by, and construed and enforced in accordance with, federal law,
including the Bankruptcy Code and Bankruptcy Rules. 


                    1.3.10
Except as provided herein, to the extent the Disclosure Statement is
inconsistent with the terms of this Plan, the Plan shall control, and to the
extent an Exhibit or this Plan is inconsistent with the Confirmation Order, the
Confirmation Order shall control. 


                    1.3.11
Except as set forth in this Plan, to the extent that any provision of any order
(other than the Confirmation Order) referenced in this Plan (or any Exhibits,
schedules, appendices, supplements, or amendments to such order), conflict with
or are in any way inconsistent with any provision of this Plan, this Plan shall
govern and control. 


                    1.3.12
The rules of construction set forth in section 102 of the Bankruptcy Code shall
apply. 


                    1.3.13
Notwithstanding anything to the contrary in the Plan, nothing in the Plan shall
modify or affect any rights or obligations of any of the parties to the Letter
Agreement, the terms of which may only be waived, modified or amended pursuant
to section 8 of the Letter Agreement. 


21





          1.4
Computation of Time. In
computing any period of time prescribed or allowed by this Plan, unless
otherwise expressly provided, the provisions of Bankruptcy Rule 9006(a) shall
apply. 


          1.5
References to Monetary Figures.
All references in this Plan to monetary figures shall refer to currency of the
United States of America, unless otherwise expressly provided. 


          1.6
Exhibits and Plan Supplement.
The Plan Supplement and all Exhibits to the Plan are incorporated into and are
a part of this Plan as if set forth in full herein and shall be in form and substance
acceptable to the Put Parties. Upon their Filing, the Plan Supplement and the
Exhibits to the Plan may be inspected in the office of the clerk of the
Bankruptcy Court or its designee during normal business hours or at the
Bankruptcy Court’s website for a fee at www.mieb.uscourts.gov. The Plan
Supplement and the Exhibits to the Plan may also be reviewed for free at the
Debtors’ website at www.kccllc.net/greektowncasino. The Plan Supplement and the
Exhibits to the Plan are an integral part of this Plan, and entry of the
Confirmation Order by the Bankruptcy Court shall constitute an approval of the
Plan Supplement and the Exhibits to the Plan. Except as provided herein, to the
extent any part of the Plan Supplement or Exhibit to the Plan is inconsistent
with the terms of this Plan and unless otherwise provided for in the
Confirmation Order, the terms of the Plan shall control as to the transactions
contemplated thereby. 


ARTICLE II


ADMINISTRATIVE EXPENSES AND PRIORITY CLAIMS


          2.1 Administrative Claims. Subject
to the provisions of Article VIII of this Plan, on the latest of (a) the
Effective Date (or as soon thereafter as is practicable); (b) the date an
Administrative Claim becomes an Allowed Administrative Claim; or (c) the date
when an Administrative Claim becomes payable pursuant to any agreement between
a Debtor (or Reorganized Debtor, Newco or Newco Sub) and the Holder of such
Administrative Claim, a Holder of an Allowed Administrative Claim shall
receive, in full satisfaction, settlement, release, and discharge of, and in
exchange for, such Allowed Administrative Claim, Cash equal to the unpaid
portion of such Allowed Administrative Claim or such other less favorable
treatment that the Debtors or Reorganized Greektown and the Holder of such
Allowed Administrative Claim shall have agreed upon in writing; provided, however, that Administrative
Claims incurred by the Debtors in the ordinary course of business during the
Chapter 11 Cases or arising under contracts assumed during the Chapter 11 Cases
prior to, on or as of the Effective Date shall be deemed Allowed Administrative
Claims and paid by the Debtors or Reorganized Greektown in the ordinary course
of business in accordance with the terms and conditions of any agreements
relating thereto; and provided further
that any Cure payments associated with the Assumed Contracts shall be paid in
accordance with Article XIII of this Plan. 


          2.2
Priority Tax Claims. With respect to each
Allowed Priority Tax Claim in any Debtor’s Chapter 11 Case, at the sole option
of the Debtors (or Reorganized Greektown after the Effective Date), the Holder
of an Allowed Priority Tax Claim shall be entitled to receive on account of
such Priority Tax Claim, (a) regular installments payable in Cash commencing on
the first Periodic Distribution Date occurring after the later of (i) the date
a Priority Tax Claim 


22





becomes an
Allowed Priority Tax Claim or (ii) the date an Allowed Priority Tax Claim first
becomes payable pursuant to any agreement between a Debtor (or a Reorganized
Debtor, Newco, or Newco Sub) and the Holder of such Allowed Priority Tax Claim,
over a period not exceeding five years after the Petition Date, in the amount
of the Allowed Amount of such Claim as of the Effective Date plus simple interest
at the rate required by applicable law on any outstanding balance from the
Petition Date, or such lesser rate as is set by the Bankruptcy Court or agreed
to by the Holder of an Allowed Priority Tax Claim, (b) such other treatment
agreed to by the Holder of the Allowed Priority Tax Claim and the Debtors (or
Reorganized Greektown), provided such treatment is on more favorable terms to
the Debtors (or Reorganized Greektown) than the treatment set forth in
subsection (a) above, or (c) payment in full in Cash on the Effective Date (or
as soon thereafter as is practicable). 


          2.3
Other Priority Claims. All other Allowed
Priority Claims, to the extent of the applicable priority under section 507(a)
of the Bankruptcy Code, shall be paid the Allowed Amount of such Claim as of
the Effective Date. 


          2.4
Professional Claims. 


                    2.4.1
Final Fee Applications. All
final requests for payment of Professional Claims and requests for
reimbursement of expenses of members of any official committee must be Filed no
later than the Administrative Claims Bar Date. After notice and a hearing in
accordance with the procedures established by the Bankruptcy Code and prior
orders of the Bankruptcy Court, the Allowed Amount of such Professional Claims and
expenses shall be determined by the Bankruptcy Court. 


                    2.4.2
Payment of Professional Claims.
Reorganized Greektown shall pay all unpaid portions of Allowed Professional
Claims within thirty (30) days of entry of a Final Order Allowing such Claims.
Any Professional may request that Reorganized Greektown provide adequate
assurance of payment of Allowed Professional Claims. To the extent Reorganized
Greektown and any such Professional cannot agree on the form of such adequate
assurance, the Court shall determine upon motion by such Professional the form
of such adequate assurance, if any is necessary. 


                    2.4.3
Post-Confirmation Date Retention.
Upon the Effective Date, any requirement that Professionals comply with sections
327 through 331 of the Bankruptcy Code in seeking retention or compensation for
services rendered after such date or to make any disclosures pursuant to
Bankruptcy Rules 2014 and 2016 shall terminate, and Reorganized Greektown shall
employ and pay Professionals in the ordinary course of business. 


          2.5 Substantial Contribution Compensation and
Expenses Bar Date. Any Person who requests compensation or
expense reimbursement for making a substantial contribution in the Chapter 11
Cases pursuant to sections 503(b)(3), (4), and/or (5) of the Bankruptcy Code
shall File an application with the clerk of the Bankruptcy Court on or before
the Administrative Claims Bar Date, or be forever barred from seeking such
compensation or expense reimbursement. The Bankruptcy Court shall determine any
timely Filed request for compensation or expense reimbursement made under this
Section 2.5, and Reorganized 


23





Greektown
shall pay any amount determined to be owed within thirty (30) days of entry of
a Final Order approving such payment. 


          2.6 DIP Facility Claims. On the
Effective Date (or as soon as practicable thereafter), all Allowed DIP Facility
Claims shall be paid in full in Cash or otherwise satisfied in a manner
acceptable to such Holders of DIP Facility Claims in accordance with the terms
of the DIP Facility and the DIP Credit Agreement. Upon compliance with the
preceding sentence, all Liens and security interests granted to secure the
obligations under the DIP Credit Agreement shall be deemed cancelled and shall
be of no further force and effect. 


          2.7 Other Administrative Claims. All
other requests for payment of an Administrative Claim (other than as set forth
in Section 2.4 or Section 2.5 of this Plan) must be Filed with the Bankruptcy
Court on or before the Administrative Claims Bar Date. Any Administrative Claim
that (i) was required to be Filed prior to the Bar Date pursuant to the Bar
Date Order, and (ii) was not so filed, shall be a Disallowed Claim. Any request
for payment of an Administrative Claim pursuant to this Section 2.7 that is not
Filed before the Administrative Claims Bar Date shall be disallowed and forever
barred without the need for any objection. The Debtors or Reorganized Greektown
may settle an Administrative Claim without further Bankruptcy Court approval.
Unless an objection to an Administrative Claim is Filed within ninety (90) days
of the Administrative Claims Bar Date (unless such objection period is extended
by the Bankruptcy Court), such Administrative Claim shall be deemed Allowed in
the amount requested. In the event that an objection to an Administrative Claim
is filed, the Bankruptcy Court shall determine the Allowed Amount of such
Administrative Claim. Notwithstanding the foregoing, no request for payment of an
Administrative Claim need be Filed with respect to an Administrative Claim that
has been previously paid in the ordinary course of business. 


ARTICLE III


SPECIFICATION OF TREATMENT OF CLASSES 

OF CLAIMS AND INTERESTS IMPAIRED UNDER THE PLAN


          3.1
Classes of Claims and Interests. The following
table designates the Classes of Claims and Interests and specifies which of
those Classes are Impaired by the Plan and entitled to vote to accept or reject
this Plan in accordance with section 1126 of the Bankruptcy Code, or are deemed
to accept or reject the Plan. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Class

 	
  

 	
 Claim

 	
  

 	
 Status

 	
  

 	
 Voting Rights

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 1

 	
  

 	
  

 	
 Pre-petition Lenders’
 Claims Against Holdings

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 2

 	
  

 	
  

 	
 Other Allowed Secured
 Claims Against Holdings

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 3

 	
  

 	
  

 	
 Bond Claims Against
 Holdings

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 4

 	
  

 	
  

 	
 General Unsecured Claims
 Against Holdings

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 5

 	
  

 	
  

 	
 Intercompany Claims
 Against Holdings

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 


24









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Class

 	
  

 	
 Claim

 	
  

 	
 Status

 	
  

 	
 Voting Rights

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 6

 	
  

 	
  

 	
 Interests in Holdings

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Reject

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7

 	
  

 	
  

 	
 Pre-petition Lenders’
 Claims Against Casino

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 8

 	
  

 	
  

 	
 Other Allowed Secured
 Claims Against Casino

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 9

 	
  

 	
  

 	
 General Unsecured Claims
 Against Casino

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 10

 	
  

 	
  

 	
 Intercompany Claims
 Against Casino

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
  

 	
 Pre-petition Lenders’
 Claims Against Holdings II

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 12

 	
  

 	
  

 	
 Other Allowed Secured
 Claims Against Holdings II

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 13

 	
  

 	
  

 	
 Bond Claims Against
 Holdings II

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 14

 	
  

 	
  

 	
 General Unsecured Claims
 Against Holdings II

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 15

 	
  

 	
  

 	
 Intercompany Claims
 Against Holdings II

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16

 	
  

 	
  

 	
 Pre-petition Lenders’
 Claims Against Builders

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 17

 	
  

 	
  

 	
 Other Allowed Secured
 Claims Against Builders or the Builders Property

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 18

 	
  

 	
  

 	
 General Unsecured Claims
 Against Builders

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 19

 	
  

 	
  

 	
 Intercompany Claims
 Against Builders

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20

 	
  

 	
  

 	
 Pre-petition Lenders’
 Claims Against Realty

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 21

 	
  

 	
  

 	
 Other Allowed Secured
 Claims Against Realty or the Realty Property

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 22

 	
  

 	
  

 	
 General Unsecured Claims
 Against Realty

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 23

 	
  

 	
  

 	
 Intercompany Claims
 Against Realty

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 


25









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Class

 	
  

 	
 Claim

 	
  

 	
 Status

 	
  

 	
 Voting Rights

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 24

 	
  

 	
  

 	
 Pre-petition Lenders’
 Claims Against Trappers

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 25

 	
  

 	
  

 	
 Other Allowed Secured
 Claims Against Trappers or the Trappers Property

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 26

 	
  

 	
  

 	
 General Unsecured Claims
 Against Trappers

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 27

 	
  

 	
  

 	
 Intercompany Claims
 Against Trappers

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 



          3.2 Classes 1, 7, 11, 16, 20 and 24 (Secured Claims
of Pre-petition Lenders against each Reorganizing Debtor, Trappers, and
Holdings II). 


                    3.2.1
Impairment and Voting. Classes 1, 7, 11, 16, 20 and 24 are Unimpaired.
Each Holder of an Allowed Claim in Classes 1, 7, 11, 16, 20 and 24 as of the
Voting Record Date is deemed to accept this Plan pursuant to section 1126(f) of
the Bankruptcy Code. 


                    3.2.2
Distributions. Each Holder of an Allowed Pre-petition Credit Agreement
Claim in Class 1, 7, 11, 16, 20 and 24 shall receive, in full satisfaction of
its Allowed Pre-petition Credit Agreement Claim, Cash in the full amount of
such Holder’s Allowed Pre-petition Credit Agreement Claim. 


          3.3
Classes 2, 8, 12, 17, 21 and 25 (Allowed Other Secured Claims Against
Holdings, Casino, Holdings II, Builders, Builders Property, Realty, Realty
Property, Trappers and Trappers Property). 


                    3.3.1
Impairment and Voting. Classes 2, 8, 12, 17, 21 and 25 are Unimpaired.
Each Holder of an Allowed Claim in Classes 2, 8, 12, 17, 21 and 25 as of the
Voting Record Date is deemed to accept this Plan pursuant to section 1126(f) of
the Bankruptcy Code. 


                    3.3.2
Distributions. Except to the extent that a Holder of an Allowed Other
Secured Claim in Classes 2, 8, 12, 17, 21 or 25 agrees to a different
treatment, at the sole option of Reorganized Greektown with the prior written
consent of the Put Parties, (i) on the Effective Date or as soon thereafter as
is practicable, each Allowed Other Secured Claim shall be Reinstated and
rendered unimpaired in accordance with section 1124(2) of the Bankruptcy Code,
notwithstanding any contractual provision or applicable non-bankruptcy law that
entitles the Holder of an Allowed Other Secured Claim to demand or receive
payment of such Allowed Other Secured Claim prior to the stated maturity of
such Allowed Other Secured Claim from and after the occurrence of a default,
(ii) each holder of an Allowed Other Secured Claim in Classes 2, 8, 12, 17, 21 or 25 shall receive Cash in
an amount equal to such Allowed Other Secured Claim, including any interest on
such Allowed Other Secured Claim required to be paid pursuant to section 506(b)
of the Bankruptcy Code, on the later of the Effective Date and the date such
Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon
thereafter as is practicable or (iii) each holder of an Allowed Other Secured
Claim in 2, 8, 12, 17, 21 or 25 shall receive the Collateral securing its
Allowed Other Secured Claim and any interest on such Allowed Other Secured
Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, in
full and complete satisfaction of such Allowed Other Secured Claim on the later
of the 


26





Effective Date
and the date such Allowed Other Secured Claim becomes an Allowed Other Secured
Claim, or as soon thereafter as is practicable. 


                    3.3.3
To the extent an Allowed Claim in Classes 2, 8, 12, 17, 21 or 25 is asserted to
be a Secured Claim, but the value of the Holder’s interest in the applicable
Estate’s interest is less than the amount of the Claim, the undersecured amount
of the Claim shall be treated as a General Unsecured Claim against the
respective Debtor. 


          3.4
Classes 3 and 13 (Bond Claims Against Holdings and Holdings II) 


                    3.4.1
Impairment and Voting. Classes 3 and 13 are Impaired by this Plan. Each
Holder of an Allowed Claim in Classes 3 and 13, as of the Voting Record Date,
is entitled to vote to accept or reject this Plan. 


                    3.4.2
Distribution. Each Holder of an Allowed Claim in Classes 3 and 13 shall
receive, in full satisfaction of such Allowed Claim, (i) subject to Section
4.10.5 of the Plan, from Newco, such Holder’s Pro Rata share of 140,000 shares
of New Common Stock, (ii) from the Debtors, a share of the Holdings Litigation
Trust Interest equal to the proportion that such Holder’s Allowed Bond Claim
bears to the aggregate amount of all Allowed Bond Claims and all Allowed
General Unsecured Claims in Class 4 and (iii) the right to participate in the
Rights Offering and purchase such Holder’s Pro Rata share of Rights Offering Securities
as provided in Section 4.7 hereof. 


          3.5
Class 4 (General Unsecured Claims Against Holdings). 


                    3.5.1
Impairment and Voting. Class 4 is Impaired by this Plan. Each Holder of
an Allowed Claim in Class 4, as of the Voting Record Date, is entitled to vote
to accept or reject this Plan. 


                    3.5.2
Distributions. Each Holder of an Allowed Claim in Class 4 shall receive,
in full satisfaction of such Allowed Claim, (i) a distribution of cash from the
Unsecured Distribution Fund equal to the proportion that the amount of such
Holder’s Allowed Claim in the General Unsecured Classes bears to the aggregate
amount of all Allowed General Unsecured Claims, and (ii) a share of the
Holdings Litigation Trust Interest equal to the proportion that such Holder’s
Allowed General Unsecured Claim bears to the aggregate amount of all Allowed
Bond Claims and all Allowed General Unsecured Claims in Class 4. All Litigation
Trust Interests shall be satisfied solely out of Litigation Trust Assets, and
Holders of Allowed Claims in the General Unsecured Classes shall not have
recourse to Reorganized Greektown for unpaid portions of any Litigation Trust
Interest. 


          3.6
Class 9 (General Unsecured Claims Against Casino). 


                    3.6.1
Impairment and Voting. Class 9 is Impaired by this Plan. Each Holder of
an Allowed Claim in Class 9, as of the Voting Record Date, is entitled to vote
to accept or reject this Plan. 


                    3.6.2
Distributions. Each Holder of an Allowed Claim in Class 9 shall receive,
in full satisfaction of such Allowed Claim, (i) a distribution of cash from the
Unsecured 


27





Distribution
Fund equal to the proportion that the amount of such Holder’s Allowed Claim in
the General Unsecured Classes bears to the aggregate amount of all Allowed
General Unsecured Claims, and (ii) a Pro Rata share of the Casino Litigation
Trust Interest. All Litigation Trust Interests shall be satisfied solely out of
Litigation Trust Assets, and Holders of Allowed Claims in the General Unsecured
Classes shall not have recourse to Reorganized Greektown for unpaid portions of
any Litigation Trust Interest. 


          3.7
Class 14 (General Unsecured Claims Against Holdings II). 


                    3.7.1
Impairment and Voting. Class 14 is Impaired by this Plan. Each Holder of
an Allowed Claim in each of the General Unsecured Classes, as of the Voting
Record Date, is entitled to vote to accept or reject this Plan. 


                    3.7.2
Distributions. Each Holder of an Allowed Claim in Class 14 shall
receive, in full satisfaction of such Allowed Claim, (i) a distribution of cash
from the Unsecured Distribution Fund equal to the proportion that the amount of
such Holder’s Allowed Claim in the General Unsecured Classes bears to the
aggregate amount of all Allowed General Unsecured Claims, and (ii) a share of
the Other Litigation Trust Interest equal to the proportion that such Holder’s
Allowed General Unsecured Claim bears to the aggregate amount of all Allowed
General Unsecured Claims in Class 14, 18, 22 and 26. All Litigation Trust
Interests shall be satisfied solely out of Litigation Trust Assets, and Holders
of Allowed Claims in the General Unsecured Classes shall not have recourse to
Reorganized Greektown for unpaid portions of any Litigation Trust Interest. 


          3.8
Class 18 (General Unsecured Claims Against Builders). 


                    3.8.1
Impairment and Voting. Class 18 is Impaired by this Plan. Each Holder of
an Allowed Claim in each of the General Unsecured Classes, as of the Voting
Record Date, is entitled to vote to accept or reject this Plan. 


                    3.8.2
Distributions. Each Holder of an Allowed Claim in Class 18 shall
receive, in full satisfaction of such Allowed Claim, (i) a distribution of cash
from the Unsecured Distribution Fund equal to the proportion that the amount of
such Holder’s Allowed Claim in the General Unsecured Classes bears to the
aggregate amount of all Allowed General Unsecured Claims, and (ii) a share of
the Other Litigation Trust Interest equal to the proportion that such Holder’s
Allowed General Unsecured Claim bears to the aggregate amount of all Allowed
General Unsecured Claims in Class 14, 18, 22 and 26. All Litigation Trust
Interests shall be satisfied solely out of Litigation Trust Assets, and Holders
of Allowed Claims in the General Unsecured Classes shall not have recourse to
Reorganized Greektown for unpaid portions of any Litigation Trust Interest. 


          3.9
Class 22 (General Unsecured Claims Against Realty). 


28





                    3.9.1
Impairment and Voting. Class 22 is Impaired by this Plan. Each Holder of
an Allowed Claim in each of the General Unsecured Classes, as of the Voting
Record Date, is entitled to vote to accept or reject this Plan. 


                    3.9.2
Distributions. Each Holder of an Allowed Claim in Class 22 shall
receive, in full satisfaction of such Allowed Claim, (i) a distribution of cash
from the Unsecured Distribution Fund equal to the proportion that the amount of
such Holder’s Allowed Claim in the General Unsecured Classes bears to the
aggregate amount of all Allowed General Unsecured Claims, and (ii) a share of
the Other Litigation Trust Interest equal to the proportion that such Holder’s
Allowed General Unsecured Claim bears to the aggregate amount of all Allowed
General Unsecured Claims in Class 14, 18, 22 and 26. All Litigation Trust
Interests shall be satisfied solely out of Litigation Trust Assets, and Holders
of Allowed Claims in the General Unsecured Classes shall not have recourse to
Reorganized Greektown for unpaid portions of any Litigation Trust Interest. 


          3.10
Class 26 (General Unsecured Claims Against Trappers). 


                    3.10.1
Impairment and Voting. Class 26 is Impaired by this Plan. Each Holder of
an Allowed Claim in each of the General Unsecured Classes, as of the Voting
Record Date, is entitled to vote to accept or reject this Plan. 


                    3.10.2
Distributions. Each Holder of an Allowed Claim in Class 26 shall
receive, in full satisfaction of such Allowed Claim, (i) a distribution of cash
from the Unsecured Distribution Fund equal to the proportion that the amount of
such Holder’s Allowed Claim in the General Unsecured Classes bears to the
aggregate amount of all Allowed General Unsecured Claims, and (ii) a share of
the Other Litigation Trust Interest equal to the proportion that such Holder’s
Allowed General Unsecured Claim bears to the aggregate amount of all Allowed
General Unsecured Claims in Class 14, 18, 22 and 26. All Litigation Trust
Interests shall be satisfied solely out of Litigation Trust Assets, and Holders
of Allowed Claims in the General Unsecured Classes shall not have recourse to
Reorganized Greektown for unpaid portions of any Litigation Trust Interest. 


          3.11
Classes 5, 10, 15, 19, 23 and 27 (Intercompany Claims). 


                    3.11.1
Impairment and Voting. Classes 5, 10, 15, 19, 23, 27, 30 and 34 are
Impaired. Each Holder of an Allowed Claim in Classes 5, 10, 15, 19, 23, 27, 30
and 34 as of the Voting Record Date, is deemed to accept the Plan and is not
entitled to vote to accept or reject this Plan. 


                    3.11.2
Distributions. Each Obligee Debtor that holds an Intercompany Claim
against an Obligor Debtor shall receive, in full satisfaction of such
Intercompany Claim, an interest-free note from the Obligor Debtor in a
principal amount equal to a percentage of the total amount of such Intercompany
Claim, which percentage shall be equal to the percentage recovery of the
Holders of General Unsecured Creditors against such Obligor Debtor. 


          3.12
Class 6 (Interests in Holdings). 


29





                    3.12.1
Impairment and Voting. Classes 6 is Impaired. Each Holder of equity
Interests in Holdings is deemed to reject this Plan and is not entitled to vote
to accept or reject this Plan. 


                    3.12.2
Distributions. Each Holder of an equity Interest in Holdings shall not
receive or retain any interest or property under this Plan and all equity
Interests in Holdings shall be cancelled and extinguished at the end of the day
on the Effective Date. 


ARTICLE IV


EXECUTION AND IMPLEMENTATION OF THE PLAN


          4.1 Assumption of Liability.
Reorganized Greektown shall be responsible for satisfying all of the Allowed
Claims in accordance with the terms and provisions of this Plan. 


          4.2 Excluded Debtors. The Excluded
Debtors will not be reorganized under this Plan, and shall remain in chapter 11
until (i) such Excluded Debtors confirm their own plans of reorganization, or
(ii) such Excluded Debtors’ chapter 11 cases are dismissed or converted the
chapter 7 cases pursuant to section 1112 of the Bankruptcy Code. 


          4.3
Continued Corporate or Company Existence of Reorganized Holdings,
Reorganized Casino, Reorganized Builders and Reorganized Realty.


                    4.3.1
Holdings shall continue to exist as Reorganized Holdings, with all the powers
of a limited liability company under Michigan law pursuant to Reorganized
Holdings Organizational Documents. Holdings may convert to a corporation or
otherwise elect to be treated as an association taxable as a corporation for
U.S. federal income tax purposes at any time before, on or after the Effective
Date, and shall determine the effective date of such conversion or election, in
the sole discretion of the Put Parties, and all parties shall take all actions
necessary to effectuate such conversion or election. All assets of Holdings
other than Litigation Trust Assets shall be retained by Reorganized Holdings. 


                    4.3.2
Casino shall continue to exist as Reorganized Casino with all the powers of a
limited liability company under Michigan law pursuant to Casino’s membership
agreement and other organizational documents in effect prior to the Effective
Date. All assets of Casino other than Litigation Trust Assets shall be retained
by Reorganized Casino. 


                    4.3.3
Builders shall continue to exist as Reorganized Builders with all the powers of
a corporation under Michigan law pursuant to Builders’ organizational documents
in effect prior to the Effective Date. All assets of Builders other than
Litigation Trust Assets shall be retained by Reorganized Builders. 


                    4.3.4
Realty shall continue to exist as Reorganized Realty with all the powers of a
corporation under Michigan law pursuant to Realty’s organizational documents in
effect prior to the Effective Date. All assets of Realty other than Litigation
Trust Assets shall be retained by Reorganized Realty. 


30





          4.4 Formation of Newco. Newco shall
be formed on or prior to the Effective Date. The Newco Organizational Documents
shall satisfy the provisions of this Plan and section 1123(a)(6) of the
Bankruptcy Code. The Newco Certificate of Formation shall, among other things,
authorize (a) up to 5,000,000 shares of New Common Stock, $0.01 par value per
share and (b) not less than 2,333,333 shares of New Preferred Stock, $100 per
share liquidation preference. Particular shares of New Common Stock and New
Preferred Stock may have reduced voting rights. The form of the Newco
Certificate of Formation and the form bylaws for Newco will be included in the
Plan Supplement, each of which must be acceptable in form and substance to the
Put Parties. 


          4.5 Authorization and Issuance of New Common Stock
and New Preferred Stock. 


                    4.5.1
In connection with the Plan and subject to Section 4.10.5 hereof, (i) Newco
shall authorize up to 5,000,000 shares of New Common Stock, and not less than
2,333,333 shares of New Preferred Stock and Reorganized Holdings shall
authorize sufficient New Membership Interests to effectuate the transaction
described in Section 4.10.5; (ii) Newco shall issue such number of shares of
New Common Stock as are needed to effectuate the transactions contemplated by
the Plan, which shall be free and clear of all liens or other encumbrances of
any kind or nature except those created under applicable securities laws for
distribution to holders of Allowed Claims in Classes 3 and 13 and (iii) Newco shall
issue the New Preferred Stock, which shall be free and clear of all liens or
other encumbrances of any kind or nature except those created under applicable
securities laws, to the Rights Offering Participants to the extent such shares
are subscribed for in accordance with Section 4.7 herein and to the Put Parties
to the extent provided for under the Purchase and Put Agreement. The amount of
New Common Stock authorized in subsection (a)(i) above shall include reserves
for the number of shares of New Common Stock necessary to satisfy (1) the
distribution, if any of shares to be granted under the Management Agreement and
(2) the amount to be issued in connection with any conversion of the New
Preferred Stock into New Common Stock. 


                    4.5.2
The New Common Stock issued under this Plan shall be subject to dilution based
upon (i) any issuance of New Common Stock pursuant to the Management Agreement
as set forth in Section 4.9 of this Plan, (ii) any conversion of New Preferred
Stock into New Common Stock and (iii) any other shares of New Common Stock
issued after the consummation of this Plan. 


                    4.5.3
The issuance of the New Common Stock and of the New Preferred Stock pursuant to
the Rights Offering pursuant to this Plan (including pursuant to the exercise
by the Rights Offering Participants of their subscription rights under the
Rights Offering) shall be authorized under section 1145 of the Bankruptcy Code
and shall be exempt from registration thereunder as of the Effective Date
without further act or action by any Person. The issuance of New Common Stock
pursuant to this Plan and the Put Agreement will be exempt from registration
under Section 4(2) of the Exchange Act or Regulation D promulgated thereunder. 


                    4.5.4
The value of New Common Stock issued by Newco and the value of New Membership
Interests issued by Holdings in connection with the Allowed Bond Claims will be
determined in good faith by the Put Parties, and none of Reorganized Greektown,
the Holders of 


31





Allowed Claims
in Classes 3 and 13, the Holders of Interests or any other party hereto shall
take any position on its tax returns or otherwise that is inconsistent with
such valuation unless required by applicable law. 


          4.6 Exit Financing. On or prior to
the Effective Date, Newco and Reorganized Greektown shall enter into the Exit
Facility, and all the documents, instruments and agreements to be entered into,
delivered or contemplated thereunder shall become effective on the Effective Date
simultaneously with the closing of the Rights Offering. The proceeds of the
Exit Facility shall be used to fund the required Cash distributions under the
Plan and for general corporate purposes. 


          4.7
Rights Offering. 


                    4.7.1
Subject to Section 4.10.5 hereof, Newco shall consummate the Rights Offering,
through which each Holder of an Allowed Bond Claim shall have been given the
opportunity to purchase such Holder’s Pro Rata share of Rights Offering
Securities. 


                    4.7.2
On the Effective Date, the proceeds from the Rights Offering shall be used to
fund the required Cash distributions under the Plan and for general corporate
purposes. 


                    4.7.3
Issuance of Subscription Rights. Each Holder of an Allowed Bond Claim
that was a holder as of the Rights Offering Record Date shall receive
Subscription Rights entitling such holder to purchase its Pro Rata share, as of
the Rights Offering Record Date, of Rights Offering Securities, which Rights
Offering Securities shall be issued pursuant to Section 4.10.5. Holders of
Allowed Bond Claims, as of the Rights Offering Record Date, shall have the
right, but not the obligation, to participate in the Rights Offering as
provided herein. 


                    4.7.4
Subscription Period. The Rights Offering shall commence on the Rights
Offering Commencement Date. Each holder of an Allowed Bond Claim intending to
participate in the Rights Offering must affirmatively make a binding election
to exercise its Subscription Rights on or prior to the Subscription Expiration
Date. After the Subscription Expiration Date, unexercised Subscription Rights
shall be treated as acquired by the Put Parties and any exercise of such
Subscription Rights by any entity other than the Put Parties shall be null and
void and Reorganized Greektown shall not be obligated to honor any such
purported exercise received by the Rights Offering Agent after the Subscription
Expiration Date, regardless of when the documents relating to such exercise were
sent. 


                    4.7.5
Subscription Purchase Price. Each holder of a Subscription Right shall
be required to pay, on or prior to the Rights Offering Funding Date, the
Subscription Purchase Price for each Subscription Right exercised pursuant to the
Rights Offering. 


                    4.7.6
Exercise of Subscription Rights. In order to exercise Subscription
Rights, each Holder of an Allowed Bond Claim must: (a) be a Holder as of the
Rights Offering Record Date, and (b) return a duly completed Subscription Form
to such Holder’s nominee so that the Master Subscription Form of such nominee,
together with copies of the Beneficial Holder Subscription Forms, is actually
received by the Rights Offering Agent on or before the Subscription Expiration
Date. If the Rights Offering Agent for any reason does not receive a Holder’s
Beneficial Holder Subscription Form on or prior to the Subscription Expiration
Date, 


32





such Holder
shall be deemed to have relinquished and waived its right to participate in the
Rights Offering. 


          Each
party that has exercised Subscription Rights shall receive the Effective Date
Notice at least thirty (30) days prior to the Anticipated Effective Date, which
will provide notice of the Rights Offering Funding Date. Each Holder of an
Allowed Bond Claim that has exercised Subscription Rights is obligated pay to
the Rights Offering Agent on or before the Rights Offering Funding Date such
Holder’s Holder Purchase Payment in accordance with the wire instructions set
forth on the Effective Date Notice or by bank or cashier’s check delivered to
the Rights Offering Agent. If, on or prior to the Rights Offering Funding Date,
the Rights Offering Agent for any reason does not receive from a given Holder
of Subscription Rights the Holder Purchase Payment in immediately available
funds as set forth above, such Holder shall be deemed to have relinquished and
waived (i) its right under the Plan to receive any of the distribution of New
Common Stock provided to Holders of Allowed Bond Claims pursuant to section
3.4.2 of the Plan and (ii) its right to participate in the Rights Offering; provided,
however that the Put Parties have the right to bring an action in the
Bankruptcy Court for specific performance and reimbursement of any costs and
fees associated with such action, and all consequential damages arising from
such breach, which consequential damages may exceed the amount of such Holder’s
Holder Purchase Payment, against any Holder that has exercised Subscription
Rights but does not provide the Holder Purchase Payment in immediately
available funds as set forth above on or prior to the Rights Offering Funding
Date. 


          The
payments made in accordance with the Rights Offering shall be deposited and
held by the Rights Offering Agent in the Rights Offering Trust Account. The
Rights Offering Trust Account will be maintained by the Rights Offering Agent
for the purpose of holding the money for administration of the Rights Offering
until the Effective Date or such other later date, at the option of Reorganized
Greektown. The Rights Offering Agent shall not use such funds for any other
purpose and shall not encumber or permit such funds to be encumbered with any
Lien or similar encumbrance. 


          Each
holder of an Allowed Bond Claim as of the Rights Offering Record Date may
exercise all or any portion of such holder’s Subscription Rights pursuant to
the Subscription Form. The valid exercise of Subscription Rights shall be
irrevocable. In order to facilitate the exercise of the Subscription Rights, on
the commencement date of the Rights Offering, the Debtors will distribute the
Subscription Form to each holder of an Allowed Bond Claim as of the Rights
Offering Record Date together with appropriate instructions for the proper
completion, due execution and timely delivery of the Subscription Form. The Put
Parties may adopt such additional detailed procedures consistent with the
provisions of this Article IV to more efficiently administer the exercise of
the Subscription Rights. 


                    4.7.7
Transferability; Revocation. The Subscription Rights are not
transferable. Any such transfer or attempted transfer is null and void and any
purported transferee will not be treated as the holder of any Subscription
Rights. Once the Holder of an Allowed Bond Claim has properly exercised its
Subscription Rights, such exercise is irrevocable by such Holder. 


                    4.7.8
Put Agreement. Any amount of Rights Offering Securities not purchased
pursuant to the Subscription Rights issued to the holders of Allowed Bond
Claims shall be 


33





purchased by
the Put Parties pursuant to the terms and subject to the conditions of the
Purchase and Put Agreement at the same price provided in the Rights Offering.
Pursuant to the terms and subject to the conditions of the Purchase and Put
Agreement, the Put Parties shall pay to the Rights Offering Agent, by wire
transfer in immediately available funds on or prior to the Put Agreement
Funding Date, Cash in an amount equal to the Subscription Purchase Price
multiplied by the number of Rights Offering Securities not purchased pursuant
to the Subscription Rights issued to the holders of Allowed Bond Claims. The
Rights Offering Agent shall deposit such payment into the Rights Offering Trust
Account. In consideration for the Put Agreement, the Put Parties shall receive
the put premiums set forth in the Purchase and Put Agreement. 


                    4.7.9
Distribution of Rights Offering Securities. At the end of the day on the
Effective Date or as soon as reasonably practicable thereafter, the Rights
Offering Agent shall facilitate the distribution of the Rights Offering
Securities purchased pursuant to the Rights Offering. 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Any party
 that has exercised Subscription Rights in accordance with Section 4.7.6
 hereof or has otherwise agreed to purchase Rights Offering Securities in
 accordance with Section 4.7.8 hereof that is neither a MGCB Qualified Person
 nor an Institutional Investor with a waiver of the Michigan Gaming Control
 and Revenue Act’s eligibility and suitability requirements will receive such
 Rights Offering Securities in the form of Rights Offering Shares in an amount
 that, when added to the shares of New Common Stock received by such party
 pursuant to the Plan, does not exceed 4.9% of the Total Equity Shares. Such
 party will receive the balance of the Rights Offering Securities to which it
 has subscribed or of which it has agreed to purchase in the form of Rights
 Offering Warrants. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Any party
 that has exercised Subscription Rights in accordance with Section 4.7.6
 hereof or has otherwise agreed to purchase Rights Offering Securities in
 accordance with Section 4.7.8 hereof that is an Institutional Investor with a
 waiver of the Michigan Gaming Control and Revenue Act’s eligibility and suitability
 requirements but not a MGCB Qualified Person will receive such Rights
 Offering Securities in the form of Rights Offering Shares in an amount that,
 when added to the shares of New Common Stock received by such party pursuant
 to the Plan, does not exceed 14.9% of the Total Equity Shares. Such party
 will receive the balance of the Rights Offering Securities to which it has
 subscribed or of which it has agreed to purchase in the form of Rights
 Offering Warrants. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Any party
 that has exercised Subscription Rights in accordance with Section 4.7.6
 hereof or otherwise agreed to purchase Rights Offering Securities in
 accordance with Section 4.7.8 hereof that is 

 


34









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 an MGCB
 Qualified Person will receive all such Rights Offering Securities in the form
 of Rights Offering Shares.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 Each party
 that has exercised Subscription Rights or otherwise agreed to purchase Rights
 Offering Securities will receive the Effective Date Notice. The Effective
 Date Notice will require that each such party provide documentation that such
 party is either an MGCB Qualified Person or an Institutional Investor with a
 waiver of the Michigan Gaming Control and Revenue Act’s eligibility and
 suitability requirements. Any party that has exercised Subscription Rights or
 otherwise agreed to purchase Rights Offering Securities that does not provide
 such documentation on or prior to fifteen (15) days prior to the Anticipated
 Effective Date shall receive the Rights Offering Securities to which they
 have subscribed or otherwise agreed to purchase in the form of Rights
 Offering Shares to the extent such Rights Offering Shares, when added to the
 shares of New Common Stock received by such party pursuant to the Plan,
 equals 4.9% of the Total Equity Shares, and the remaining Rights Offering
 Securities to which they have subscribed or otherwise agreed to purchase in
 the form of Rights Offering Warrants.

 



                    4.7.10
Selection of Securities. The Subscription Form shall provide each Holder
of an Allowed Bond Claim that has exercised Subscription Rights in accordance
with Section 4.7.6 hereof and each Put Party that will purchase Rights Offering
Securities pursuant to Section 4.7.8 hereof with an option, provided for
certain tax purposes, allowing such party to elect to receive a combination of
Reduced Vote Rights Offering Shares in lieu of Rights Offering Shares and
Reduced Vote Rights Offering Warrants in lieu of Rights Offering Warrants that
will allow each such party to own no more than 9.9% of the
total combined voting power of all classes of stock of Newco entitled to vote. 


                    4.7.11
No Interest. No interest shall be paid to entities exercising
Subscription Rights on account of amounts paid in connection with such
exercise. 


                    4.7.12
Exercise of Subscription Rights. All questions concerning the
timeliness, viability, form and eligibility of any exercise of Subscription
Rights shall be determined by the Noteholder Plan Proponents, whose good-faith
determinations shall be final and binding. The Noteholder Plan Proponents, in
their reasonable discretion, may waive any defect or irregularity, or permit a
defect or irregularity to be corrected within such times as they may determine,
or reject the purported exercise of any Subscription Rights. Subscription Forms
shall be deemed not to have been received or accepted until all irregularities
have been waived or cured within such time as the Noteholder Plan Proponents
determine in their reasonable discretion. The Noteholder Plan Proponents will
use commercially reasonable efforts to give notice to any holder of
Subscription Rights regarding any defect or irregularity in connection with any
purported exercise of Subscription Rights by such holder and may permit such
defect or irregularity to be cured within such time as they may determine in
good-faith to be appropriate; 


35





provided, however,
that neither the Noteholder Plan Proponents nor the Rights Offering Agent shall
incur any liability for failure to give such notification. 


                    4.7.13
Effect of Non-occurrence of Effective Date. In the event that the
Conditions to Consummation of the Plan pursuant to section 6.2 hereof fail to
occur, and the Confirmation Order is vacated and the Plan becomes null and void
pursuant to section 6.4 hereof, any monies contained in the Rights Offering
Trust Account shall be returned to each Holder of Subscription Rights that has
paid funds held in the Rights Offering Trust Account in the an amount equal to
the funds paid by such Holder, and no further liability shall attach to any of
the Rights Offering Agent, the Noteholder Plan Proponents or the Debtors. 


          4.8
New Board of Directors. A new board of
directors will be selected for each of Reorganized Greektown by the Put Parties
after consultation with the other Noteholder Plan Proponents and consistent
with applicable regulatory requirements. 


          4.9 Management Agreement. On the
Effective Date, Reorganized Greektown and the Management Entity will enter into
the Management Agreement. To be eligible to enter into the Management
Agreement, the Management Entity will be required to obtain any required
license from the MGCB. The Management Agreement may contain provisions whereby
the Management Entity shall receive certain shares of New Common Stock. 


          4.10
Restructuring Transactions. On the Effective Date: 


                    4.10.1
Except as otherwise provided in this Plan, all assets other than Litigation
Trust Assets, of each of the Non-reorganizing Debtors shall be transferred to
Reorganized Casino free and clear of all Liens, Claims, mortgages, options,
rights, encumbrances and interests of any kind or nature whatsoever., 


                    4.10.2
Each and every Intercompany Executory Contract shall be rejected. 


                    4.10.3
Each and every Intercompany Interest shall be retained, except for the
Interests in Holdings, and in each of the Non-reorganizing Debtors, which
Interests shall be canceled as of the Effective Date. 


                    4.10.4
On the Effective Date, or as soon thereafter as practicable, each of the
Non-reorganizing Debtors shall be dissolved. 


                    4.10.5
On or prior to the Effective Date, Holders of Allowed Bond Claims will
contribute the portions of their Bonds and their Allowed Bond Claims that will
be exchanged for New Common Stock to Newco, which will be a newly-formed
holding company classified as a corporation for U.S. federal income tax
purposes. On or prior to the Effective Date, Newco will enter into the Exit Facility.
In addition, on or prior to on the Effective Date, each Holder of an Allowed
Bond Claim that has exercised its Subscription Right and each Put Party shall
contribute its purchase price for its Rights Offering Securities to Newco in
exchange for Rights Offering Securities issued by Newco. On the Effective Date,
(i) Newco (or Newco and Newco Sub, a wholly-owned subsidiary corporation of
Newco, to the extent Newco contributes a portion of such proceeds to Newco Sub)
will transfer the proceeds Newco received from the Exit Facility and the Rights
Offering to Reorganized Holdings, which proceeds shall be distributed in 


36





accordance
with the Plan, in exchange for a corresponding value of New Membership
Interests of Reorganized Holdings in accordance with Newco and Newco Sub’s (if
applicable) ownership percentages, and (ii) Newco (or Newco and Newco Sub) will
contribute such Bonds and Allowed Bond Claims to Reorganized Holdings and will
receive in exchange a corresponding value of New Membership Interests of
Reorganized Holdings in accordance with Newco and Newco Sub’s (if applicable)
ownership percentages, with respect to the portion of the Allowed Bond Claims
that are to be contributed to Newco for New Common Stock under the Plan. In the
sole discretion of the Put Parties, the transactional steps with respect to the
Holders of Allowed Bond Claims may also be reordered and their timing changed
so that, for example, Holders of Allowed Bond Claims contribute the relevant
portion of their Bonds and Allowed Bond Claims to Reorganized Holdings in
exchange for a corresponding value of New Membership Interests, and thereafter
contribute such New Membership Interests to Newco in exchange for their
respective shares of New Common Stock (and, if applicable, Newco contributes a
portion of such New Membership Interests to Newco Sub in accordance with their
respective ownership percentages), or Holders of Allowed Bond Claims transfer
the relevant portion of their Bonds and Allowed Bond Claims directly to Newco
Sub in exchange for New Common Stock of Newco. After the Effective Date, Newco
and Newco Sub, if applicable shall own, in the aggregate, 100% of the New
Membership Interests in Reorganized Holdings. Notwithstanding the foregoing,
prior to the issuance of any New Membership Interests of Reorganized Holdings
to Newco and Newco Sub and prior to the cancellation of the pre-existing
Interests in Holdings and consistent with Section 7.1, all Claims against the
Debtors shall be extinguished such that any cancellation of indebtedness income
realized in connection with the Plan will be realized by Holdings and the other
Debtors while Holdings is treated as a partnership for U.S. federal income tax
purposes and owned exclusively by the existing Holders of equity Interests in Holdings.
All such cancellation of indebtedness income as well as all items of income,
gain, loss and deduction recognized by Holdings through the end of the day on
the Effective Date (including with respect to the transfer of the Litigation
Trust Assets, and any other deemed or actual asset transfers pursuant to the
Plan) shall be allocated to the Holders of equity Interests in Holdings that
held such equity Interests immediately prior to the Effective Date. The
existing equity Interests in Holdings will not be cancelled, and the New
Membership Interests in Reorganized Holdings shall not be issued, until the end
of the day on the Effective Date. In furtherance of the foregoing, Cash will
not be transferred to Holdings until after 12:00 p.m. on the Effective Date. In
no event shall Newco, Newco Sub, Holders of Allowed Bond Claims or the Put
Parties be allocated any cancellation of indebtedness income or any other item
of income, gain, loss or deduction that is attributable or related to the Plan.
The tax returns of Reorganized Greektown and the Debtors for the year of
cancellation, including the allocation of items to and among the owners of
equity Interests in Holdings, and all elections relating thereto as well as the
tax characterization of the Restructuring Transactions shall be determined in
the sole discretion of the Put Parties. The Put Parties shall also determine
the relative proportions of Bonds and Allowed Bond Claims, and therefore the
relative percentages of the Holders’ tax basis, attributable to each portion of
the consideration the Holders of Allowed Bondholder Claims receive hereunder.
None of the Debtors or any of the direct or indirect Holders of equity
Interests in the Debtors shall make an election under IRC Section 108(i) with
respect to any cancellation of indebtedness income realized by the Debtors or
such Holders in connection with this Plan. Subject to Section 4.15.2 of the
Plan, each of the Debtors, Holders and Noteholder Plan Proponents agree to file
tax returns and otherwise treat the transactions under this Plan in a 


37





manner
consistent with the tax treatment described in Section 4.10.5 of the Plan and
the other provisions of the Plan as determined by the Put Parties. 


          4.11 Cancellation of Existing Equity Interests in
Holdings and the Non-reorganizing Debtors. Except as otherwise
set forth herein, at the end of the day on the Effective Date all agreements,
Instruments, and other documents evidencing any equity Interest in Holdings, or
in any of the Non-reorganizing Debtors, and any right of any Holder in respect
thereof including any Claim related thereto, shall be deemed cancelled,
discharged and of no force or effect. 


          4.12
Litigation Trust. 


                    4.12.1
General. On or before the Effective Date, the Litigation Trust
Agreement, in form and substance reasonably acceptable to each of the
Noteholder Plan Proponents, shall be executed, and all other necessary steps
shall be taken to establish the Litigation Trust and the beneficial interests
therein, which shall be for the benefit of the Holders of Allowed General
Unsecured Claims and Allowed Bond Claims, whether Allowed on or after the
Effective Date, and such other beneficiaries as described in the Litigation
Distribution Schedule. In the event of any conflict between the terms of the
Plan and the terms of the Litigation Trust Agreement, the terms of the
Litigation Trust Agreement shall govern. Such Litigation Trust Agreement may
provide powers, duties, and authorities in addition to those explicitly stated
herein, but only to the extent that such powers, duties, and authorities do not
affect the status of the Litigation Trust as a liquidating trust for United
States federal income tax purposes, or otherwise have material adverse effect
on the recovery of holders of Allowed General Unsecured Claims or Allowed Bond
Claims. 


                    4.12.2
Purpose of Litigation Trust. The Litigation Trust shall be established
for the sole purpose of liquidating and distributing its assets, in accordance
with Treasury Regulations section 301.7701-4(d), with no objective to continue
or engage in the conduct of a trade or business. 


                    4.12.3
Fees and Expenses of Litigation Trust. All fees, expenses, and costs of
the Litigation Trust (including interest on the Litigation Trust Loan) shall be
paid by the Litigation Trust, and Reorganized Greektown shall not be
responsible for any fees, expenses and costs of the Litigation Trust. 


                    4.12.4
Litigation Trust Loan. 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 On the Effective
 Date, Reorganized Casino shall make the Litigation Trust Loan to the
 Litigation Trust. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 The
 Litigation Trust Loan shall be evidenced by a note payable by the Litigation
 Trust to Reorganized Casino and such other appropriate documentation to
 evidence the Litigation Trust Loan, the forms of which shall be included in
 the Plan Supplement and reasonably acceptable in form and substance to the
 Put Parties. In the event of any inconsistency between the terms of the Plan
 and 

 


38









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 the terms of
 such documentation, the terms of such documentation shall control.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 The
 Litigation Trust Loan shall accrue simple interest at the rate of 8%
 annually. The Litigation Trust Loan and accrued interest on that loan shall
 be paid in accordance with the Litigation Distribution Schedule.

 



                    4.12.5
Litigation Trust Assets. As of the Effective Date, the Debtors shall
assign and transfer to the Litigation Trust all of their rights, title and
interest in and to the Litigation Trust Assets for the benefit of the holders
of Allowed General Unsecured Claims and Allowed Bond Claims, whether Allowed on
or after the Effective Date, and such other beneficiaries as described in the
Litigation Distribution Schedule. Such transfer shall be exempt from any stamp,
real estate transfer, mortgage reporting, sales, use or other similar tax, and
shall be free and clear of any liens, claims and encumbrances, and no other
entity, including the Debtors or Reorganized Greektown (other than Reorganized
Casino with respect to the Litigation Trust Loan), shall have any interest,
legal, beneficial, or otherwise, in the Litigation Trust or the Litigation
Trust Assets upon their assignment and transfer to the Litigation Trust (other
than as provided herein or in the Litigation Trust Agreement); provided,
however, that such assets shall be transferred to the Litigation Trust subject
only to the obligation of the Litigation Trust to make distributions under the
Litigation Distribution Schedule pursuant to Section 4.12.14 hereof. 


                    4.12.6
Governance of Litigation Trust. The Litigation Trust shall be governed
by the Litigation Trust Agreement and administered by the Litigation Trustee. 


                    4.12.7
Appointment of the Litigation Trustee. Prior to the Effective Date, the
Creditors’ Committee, with the prior consent of the other Noteholder Plan
Proponents shall select the Litigation Trustee. The identity of and contact
information for the Litigation Trustee (or proposed Litigation Trustee, if
applicable) shall be set forth in the Litigation Trust Agreement. In the event
the Litigation Trustee dies, is terminated, or resigns for any reason, a
successor shall be designated in accordance with the Litigation Trust
Agreement. 


                    4.12.8
The Trust Governing Board. 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 The
 Litigation Trustee shall take direction from a “Trust Governing Board” that
 shall initially consist of three (3) directors selected by the Creditors’
 Committee with the prior consent of the other Noteholder Plan Proponents. The
 identity of the individuals serving (or if applicable to be nominated to
 serve) on the Trust Governing Board shall be set forth in the Litigation
 Trust Agreement. In the event one of the Trust Governing Board directors
 dies, is terminated, or resigns for any reason, a successor shall be
 designated in accordance with the Litigation Trust Agreement.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Any fees and
 expenses of individuals serving on the Trust Governing Board shall be
 Litigation Claims Costs.

 


39









	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 In all
 circumstances, the Trust Governing Board shall act in the best interests of
 all beneficiaries of the Litigation Trust and in furtherance of the purpose
 of the Litigation Trust.

 



                    4.12.9
Role of the Litigation Trustee. In furtherance of and consistent with
the purpose of the Litigation Trust and the Plan, the Litigation Trustee shall
(i) hold the Litigation Trust Assets for the benefit of the holders of Allowed
General Unsecured Claims and Allowed Bond Claims and such other beneficiaries as
described in the Litigation Distribution Schedule, (ii) make distributions of
Litigation Claim Proceeds pursuant to the Litigation Distribution Schedule as
provided herein, and (iii) have the power and authority to resolve any
Avoidance Claims and Unsettled Bond Avoidance Action Claims, provided, however,
Avoidance Claims, other than Unsettled Bond Avoidance Action Claims, shall be
used solely in the Claims reconciliation process for Claims reduction, setoff
or defensive purposes, provided further, however, the
Litigation Trustee cannot settle any Avoidance Claims unless the Bankruptcy
Court enters an order approving such settlement pursuant to Rule 9019 of the
Bankruptcy Rules. To the extent that any action has been taken to prosecute or
otherwise resolve any Avoidance Claims prior to the Effective Date by the
Debtors, the Creditors’ Committee, and/or any other party, the Litigation
Trustee shall be substituted for the Debtors, the Creditors’ Committee, and/or
the other party in connection therewith. The Litigation Trustee shall be
responsible for all decisions and duties with respect to the Litigation Trust
and the Litigation Trust Assets. In all circumstances, the Litigation Trustee
shall act in the best interests of all beneficiaries of the Litigation Trust
and in furtherance of the purpose of the Litigation Trust. 


                    4.12.10
Litigation Trust Interests. The Litigation Trust Interests shall not be
certificated and are not transferable. 


                    4.12.11
Cash. The Litigation Trustee may invest Cash (including any earnings
thereon or proceeds therefrom) as permitted by section 345 of the Bankruptcy
Code; provided, however, that such investments are investments permitted to be
made by a liquidating trust within the meaning of Treasury Regulations section
301.7701-4(d), as reflected therein, or under applicable Internal Revenue
Service guidelines, rulings, or other controlling authorities. 


                    4.12.12
Retention of Professionals by the Litigation Trustee. The Litigation
Trustee may retain and reasonably compensate counsel and other professionals,
as applicable, to assist in its duties as Litigation Trustee on such terms as
the Litigation Trustee deems appropriate, without Bankruptcy Court approval,
subject to the prior approval of the Trust Governing Board. 


                    4.12.13
Compensation of the Litigation Trustee. The salient terms of the
Litigation Trustee’s employment, including the Litigation Trustee’s duties and
compensation (which compensation shall be negotiated by the Litigation
Trustee), to the extent not set forth in the Plan, shall be set forth in the
Litigation Trust Agreement. The Litigation Trustee shall be entitled to
reasonable compensation in an amount consistent with that of similar functionaries
in similar types of bankruptcy cases. 


                    4.12.14
Distribution of Litigation Trust Assets. 


40









	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 As soon as
 reasonably practicable in the reasonable discretion of the Litigation
 Trustee, the Litigation Trustee shall distribute all Cash on hand (treating
 as Cash for purposes of this Section any permitted investments under Section
 4.12.11 hereof), except such amounts (A) as would be distributable to a
 holder of a Disputed General Unsecured Claim (as of the time of such distribution)
 if such Disputed General Unsecured Claims had been Allowed in the full amount
 asserted by the holder of such Claim prior to the time of such distribution
 (but only until such Claim is resolved), which amounts shall be held in the
 LT Disputed Claims Reserve, (B) as are reasonably necessary, in the sole
 discretion of the Litigation Trustee, to meet contingent liabilities and to
 maintain the value of the Litigation Trust during liquidation, (C) to pay
 reasonable expenses in the sole discretion of the Litigation Trustee
 (including, but not limited to, any taxes imposed on the Litigation Trust or
 in respect of the Litigation Trust Assets, including any taxes in respect of
 LT Disputed Claims Reserve), and (D) to satisfy other liabilities incurred by
 the Litigation Trust in accordance with the Plan or the Litigation Trust
 Agreement. The Litigation Trustee shall distribute Cash in accordance with
 the Litigation Distribution Schedule. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 The
 Litigation Trustee shall remove funds from the LT Disputed Claims Reserve as
 the Disputed General Unsecured Claims are resolved, which funds shall be
 distributed in the manner provided for in Section 4.12.14(A). 

 



                    4.12.15
Federal Income Tax Treatment of Litigation Trust. 


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Litigation
 Trust Assets Treated as Owned by Creditors. For all
 federal income tax purposes, all parties (including, without limitation, the
 Debtors, Reorganized Greektown, the Litigation Trustee, and the holders of
 Allowed General Unsecured Claims and Allowed Bond Claims) shall treat the
 transfer of the Litigation Trust Assets to the Litigation Trust including any
 amounts or other assets subsequently transferred to the Litigation Trust (but
 only at such time as actually transferred) for the benefit of the holders of
 Allowed General Unsecured Claims and Allowed Bond Claims, whether Allowed on
 or after the Effective Date, and such other beneficiaries as described in the
 Litigation Distribution Schedule as (A) a transfer of the Litigation Trust
 Assets, for all purposes of the Internal Revenue Code of 1986, as amended
 (including sections 61(a)(12), 483, 1001, 1012, and 1274), directly to the
 beneficiaries of the Litigation Trust, followed by (B) the transfer by such
 persons to the Litigation Trust of such Litigation Trust Assets in exchange
 for beneficial interests in the Litigation Trust. Accordingly, the holders of
 Allowed General Unsecured Claims 

 


41











	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and Allowed
 Bond Claims, whether Allowed on or after the Effective Date, and such other
 beneficiaries as described in the Litigation Distribution Schedule shall be
 treated for federal income tax purposes as the grantors and owners of their
 respective shares of the applicable Litigation Trust Assets.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Tax
 Reporting.

 






	
  

 	
  

 	
  

 
	
  

 	
 (A)

 	
 Subject to
 definitive guidance from the IRS or a court of competent jurisdiction to the
 contrary (including the issuance of applicable Treasury Regulations, the
 receipt by the Litigation Trustee of a private letter ruling if the
 Litigation Trustee so requests one, or the receipt of an adverse determination
 by the IRS upon audit if not contested by the Litigation Trustee), all
 parties shall treat the Litigation Trust as a “liquidating trust” in
 accordance with Treasury Regulations section 301.7701-4(d), of which the
 holders of Allowed General Unsecured Claims and Allowed Bond Claims, whether
 Allowed on or after the Effective Date, and such other beneficiaries as
 described in the Litigation Distribution Schedule are the grantors and
 beneficiaries. In the event an alternative treatment of the Litigation Trust
 is required for federal income tax purposes, the Litigation Trustee shall
 promptly notify in writing (or by comparable means) all holders of beneficial
 interests in the Litigation Trust, and anyone who subsequently becomes a
 holder, of such alternative treatment. The Litigation Trustee shall file
 returns for the Litigation Trust as a grantor trust pursuant to Treasury
 Regulations section 1.671-4(a) and in accordance with this Section 4.12.15.
 The Litigation Trustee also shall annually send to each record holder of a
 beneficial interest in the Litigation Trust a separate statement setting
 forth such holder’s share of items of income, gain, loss, deduction, or
 credit and shall instruct all such holders to report such items on their
 federal income tax returns or to forward the appropriate information to the
 beneficial holders with instructions to report such items on their federal
 income tax returns. The Litigation Trustee shall also file (or cause to be
 filed) any other statements, returns, or disclosures relating to the
 Litigation Trust that are required by any governmental unit. Subject to
 Section 4.12.15(ii)(C), the Litigation Trust’s taxable income, gain, loss,
 deduction or credit shall be allocated by reference to the manner in which an
 amount of Cash equal to such taxable income would be distributed (without
 regard to any restrictions on distribution described in the Plan) if,
 immediately prior to the deemed distribution, the Litigation 

 


42









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Trust had
 distributed all of its other assets (valued at their tax book value) in
 accordance with the provisions of the Plan and the Litigation Trust
 Agreement, up to the tax book value of the Litigation Trust Assets treated as
 contributed by the holders of Allowed General Unsecured Claims and Allowed
 Bond Claims, whether Allowed on or after the Effective Date, and such other
 beneficiaries as described in the Litigation Distribution Schedule, adjusted
 for prior taxable income and loss, and taking into account all prior and
 concurrent distributions from the Litigation Trust. Similarly, taxable loss
 of the Litigation Trust shall be allocated by reference to the manner in
 which an economic loss would be borne immediately after a liquidating
 distribution of the remaining assets.

 
	
  

 	
  

 	
  

 
	
  

 	
 (B)

 	
 As soon as
 possible after the Effective Date, the Litigation Trustee shall make a good
 faith valuation of the value of the Litigation Trust Assets. Such valuation
 shall be made available from time to time, to the extent relevant, and all
 parties must consistently use such valuation for all federal income tax
 purposes.

 
	
  

 	
  

 	
  

 
	
  

 	
 (C)

 	
 Subject to
 definitive guidance from the Internal Revenue Service or a court of competent
 jurisdiction to the contrary (including the receipt by the Litigation Trustee
 of a private letter ruling if the Litigation Trustee requests one, or the
 receipt of an adverse determination by the Internal Revenue Service upon an
 audit if not contested by the Litigation Trustee), the Litigation Trustee
 shall (1) make an election pursuant to Treasury Regulations section 1.468B-9
 to treat the LT Disputed Claims Reserve as a “disputed ownership fund” within
 the meaning of that section; (2) treat as taxable income or loss of the LT
 Disputed Claims Reserve, with respect to any given taxable year, the portion
 of the taxable income or loss of the Litigation Trust that would have been
 allocated to the holders of Disputed General Unsecured Claims had such Claims
 been Allowed on the Effective Date (but only for the portion of the taxable
 year with respect to which such Claims are unresolved), (3) treat as a
 distribution from the LT Disputed Claims Reserve any assets previously
 allocated to or retained on account of Disputed General Unsecured Claims as
 and when, and to the extent, such claims are subsequently resolved (following
 which time such assets shall no longer be held in the LT Disputed Claims
 Reserve), and (4) to the extent permitted by applicable law, report
 consistent with the foregoing for state and local income tax purposes

 


43









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (including
 making any appropriate elections). The holders of Allowed General Unsecured
 Claims and Allowed Bond Claims, whether Allowed on or after the Effective
 Date, and such other beneficiaries as described in the Litigation
 Distribution Schedule shall report, for tax purposes, consistent with the
 foregoing.

 
	
  

 	
  

 	
  

 
	
  

 	
 (D)

 	
 The
 Litigation Trustee shall be responsible for payments, out of the Litigation
 Trust Assets, of any taxes imposed on the Litigation Trust or the Litigation
 Trust Assets, including the LT Disputed Claims Reserve.

 
	
  

 	
  

 	
  

 
	
  

 	
 (E)

 	
 The
 Litigation Trustee may request an expedited determination of taxes of the
 Litigation Trust, including the LT Disputed Claims Reserve, under section
 505(b) of the Bankruptcy Code, for all returns filed for, or on behalf of,
 the Litigation Trust for all taxable periods through the dissolution of the
 Litigation Trust (including the LT Disputed Claims Reserve).

 



                    4.12.16
Dissolution of Litigation Trust. The Litigation Trustee and the
Litigation Trust shall be discharged or dissolved, as the case may be, at such
time as (i) the Litigation Trustee determines that the pursuit of additional
Avoidance Actions is not likely to yield sufficient additional Litigation
Claims Proceeds to justify further pursuit of such claims and (ii) all
distributions of Litigation Claims Proceeds required to be made by the
Litigation Trustee under the Plan have been made, but in no event shall the
Litigation Trust be dissolved later than five (5) years from the Effective Date
unless the Bankruptcy Court, upon motion made within the six (6) month period
prior to such fifth (5th) anniversary (and, in the event for further extension,
at least six (6) months prior to the end of the preceding extension),
determines that a fixed period extension (not to exceed three (3) years,
together with any prior extensions, without a favorable letter ruling from the
Internal Revenue Service that any further extension would not adversely affect
the status of the Litigation Trust as a liquidating trust for federal income
tax purposes) is necessary to facilitate or complete the recovery on and
liquidation of the Litigation Trust Assets. Upon dissolution of the Litigation
Trust, any remaining Litigation Trust Assets shall be distributed in accordance
with the Litigation Trust Agreement (which shall include the Litigation
Distribution Schedule). 


          4.13
Dissolution of the Creditors’ Committee. 


                    4.13.1
The Creditors’ Committee shall continue to exercise those powers and perform
those duties specified in section 1103 of the Bankruptcy Code, and shall
perform such other duties as it may have been assigned by the Bankruptcy Court
prior to the Effective Date. 


                    4.13.2
On the Effective Date, the Creditors’ Committee shall be dissolved and its
members shall be deemed released of all of their duties, responsibilities and
obligations in connection with the Chapter 11 Cases or this Plan and its
implementation, and the retention or 


44





employment of
the Creditors’ Committee’s attorneys, financial advisors, and other agents
shall terminate except as provided herein. 


                    4.13.3
Notwithstanding anything in this Section, after the occurrence of the Effective
Date, the Creditors’ Committee shall continue with respect to: (a) claims for
compensation for the Creditors’ Committee’s Professionals; (b) any appeals of
the Confirmation Order; and (c) any adversary proceedings or contested matters
pending as of the Effective Date to which it is a party, including final
resolution of any objections to Claims Filed by the Creditors’ Committee.
Notwithstanding the above, the Debtors and Reorganized Greektown shall have no
further obligation to fund, compensate or reimburse the Creditors’ Committee
for any costs, fees or expenses incurred after the Effective Date, except for
services rendered in connection with applications for allowance of Professional
Claims pending on the Effective Date or filed after the Effective Date. 


                    4.13.4
After the Effective Date, the Litigation Trustee shall have standing to bring
an action in the Bankruptcy Court to compel payment of the installments of the
Unsecured Distribution Fund provided in Sections 3.5.2, 3.6.2, 3.7.2, 3.8.2,
3.9.2, and 3.10.2. 


          4.14 Funding. Reorganized Greektown
shall fund certain Cash distributions under this Plan with Cash on hand,
including Cash proceeds from current and future operations. Reorganized
Greektown may seek any refinancing as shall be determined in the discretion of
Reorganized Greektown, or the sale or other disposition of additional stock or
other securities, subject to the limitations contained in this Plan. Under no
circumstances shall any financing, refinancing or sale of securities, of any
kind, obligate Reorganized Greektown to accelerate any payment obligation set
forth in this Plan, except as explicitly set forth in this Plan. 


          4.15 Additional Restructuring Transactions. 


                    4.15.1
Upon the occurrence of the Effective Date, subject to the provisions and
obligations set forth in this Plan, Reorganized Greektown may enter into such
other transactions and may take any such actions as Reorganized Greektown may
deem to be necessary or appropriate without the need to provide notice or to
seek approval from the Bankruptcy Court. 


                    4.15.2
After Confirmation, but before the occurrence of the Effective Date, subject to
(i) applicable law and (ii) the provisions of this Plan, the Debtors, at the
request of the Put Parties and, to the extent required under the terms of the
Letter Agreement, the Ad Hoc Lender Group may enter into further or additional
Restructuring Transactions which may include, among other things and without
limitation, a change in the organizational form or the tax treatment of any of
the Debtors or Reorganized Greektown or a change in any of the transactions
described herein (provided that any such change is not inconsistent with the
terms and conditions of the Letter Agreement) or their tax treatment, a sale of
assets by Holdings and/or Casino to a newly-formed entity, or the filing of
registration statements of any or all of the Reorganizing Debtors or Newco or
Newco Sub with the Securities and Exchange Commission and any appropriate state
agency. No further notice or Bankruptcy Court approval of any kind shall be
necessary for any such transactions consistent with this Plan that shall become
effective after the Effective Date. 


45






          4.16
Corporate or Company Action. Each of the
matters provided for in this Plan involving the organizational structure of any
Debtor or Reorganized Debtor or Newco or Newco Sub, corporate or company action
to be taken or required of any Debtor or Reorganized Debtor or Newco or Newco
Sub, and the issuance of the New Common Stock and New Preferred Stock shall, as
of the Effective Date, be deemed to have occurred, and have been approved and
authorized, and shall be effective as provided under this Plan without the
requirement of any further action of any kind by the shareholders, directors,
officers, members, or management board of the Debtors or Reorganized Greektown.



          4.17
Effectuating Documents. Each of the chief
executive officer and the chief financial officer or any other officer of the
Debtors and, where appropriate, the Disbursing Agent, shall be and hereby is
authorized to execute, deliver, file, or record such contracts, instruments,
releases, indentures, and other agreements or documents, and take such actions
as may be necessary or appropriate on behalf of the Debtors or Reorganized
Greektown to effectuate and further evidence the terms and conditions of this
Plan without further notice to or order, action or approval of the Debtors’
management board or the Bankruptcy Court. 


          4.18
Exemption from Taxes. Pursuant to section
1146(a) of the Bankruptcy Code, any sale or transfer from a Debtor or
Reorganized Debtor, or Newco or Newco Sub to another Debtor or Reorganized
Debtor, or Newco or Newco Sub or to any other Person pursuant to, in
contemplation of, or in connection with this Plan, including the issuance of
the New Common Stock and New Preferred Stock, the transfer, assignment or sale
of real and personal property, the creation, transfer, assignment or recording
of any securities, title documents, bills of sale, leases or subleases,
mortgages, security interests and other Liens and instruments, shall not be
subject to any transfer, sales, use, stamp, recording or value-added taxes and
any other similar tax, levy, withholding, charge, deduction or governmental
assessment to the fullest extent contemplated by section 1146 of the Bankruptcy
Code. Similarly, any cancellation or discharge of indebtedness income that
would otherwise be realized under any state or local tax on or measured by
income by a Debtor that is treated as a partnership for federal income tax
purposes shall not be realized by such Debtor pursuant to Section 346(j) of the
Bankruptcy Code. The Confirmation Order shall direct the appropriate state or
local governmental officials or agents to forego the collection of any such tax
or governmental assessment and accept for filing and recordation any of the
foregoing instruments or other documents without the payment of any such tax or
governmental assessment. 


          4.19
Transfer of Causes of Action. 


                    4.19.1
Vesting of Causes of Action. On the Effective Date, Reorganized
Greektown shall transfer all rights to commence and pursue, as appropriate, any
and all and all Avoidance Actions (except for Bond Avoidance Action Claims that
are settled or waived pursuant to Section 4.20 of the Plan), whether belonging
to the Reorganizing Debtors or the Non-reorganizing Debtors, and whether
arising before or after the Petition Date, to the Litigation Trust. All such
Avoidance Claims, along with all rights, interests and defenses related
thereto, shall vest with the Litigation Trust. In accordance with section
1123(b) of the Bankruptcy Code, except as otherwise provided in this Plan, the
Reorganized Debtors shall retain and may (but are not required to) enforce all
rights to commence and pursue, as appropriate, any and all Retained Causes of
Action, whether belonging to the Reorganizing Debtors or the Non-reorganizing 


46





Debtors, and
whether arising before or after the Petition Date, including, but not limited
to, Retained Causes of Action assigned to the Reorganized Debtors by the
Non-Reorganizing Debtors as provided in this Plan. All such Retained Causes of
Action, along with all rights, interests and defenses related thereto, shall
vest with the applicable Reorganized Debtor. All Retained Causes of Action of
the Non-reorganizing Debtors shall be transferred to, and shall vest in,
Reorganized Holdings. 


                    4.19.2
All Causes of Action are Specifically Reserved, Whether or Not Specifically
Listed in this Plan, Schedules or the Disclosure Statement. Unless any
Cause of Action against a Person is expressly waived, relinquished, exculpated,
released, compromised or settled in this Plan or a Final Order, all Causes of
Action are specifically reserved for later adjudication, including all Causes
of Action belonging to the Non-reorganizing Debtors. Therefore, no preclusion
doctrine, estoppel (judicial, equitable or otherwise) or laches shall apply to
any of the Causes of Action upon, after or as a consequence of the
Confirmation, the Effective Date or Consummation of this Plan. 


                    4.19.3
Preservation of Defensive Use of Retained Causes of Action. Whether or
not any Retained Cause of Action is pursued or abandoned, Reorganized Greektown
reserve their rights to use any Cause of Action defensively, including for the
purposes of asserting a setoff or recoupment, or to object to all or part of
any claim pursuant to section 502(d) of the Bankruptcy Code or otherwise. 


          4.20
Settlement or Waiver of Bond Avoidance Action Claims.
After the Confirmation Date but prior to the Effective Date, the Debtors,
solely at the express written direction of the Noteholder Plan Proponents, may
settle or waive any Bond Avoidance Action Claims, and proceeds of any
settlement of such Bond Avoidance Action Claims shall remain in the Estate and
be transferred to and vest in Reorganized Casino on the Effective Date. 


          4.21
Payment of Certain Fees and Expenses. On the
Effective Date, Reorganized Greektown shall pay all reasonable fees and
expenses of all counsel and financial advisors to the Put Parties and to the Ad
Hoc Lender Group, and to the Indenture Trustee that have not been previously
paid by the Debtors. Also on the Effective Date, Reorganized Greektown shall
pay all reasonable fees and expenses of the Indenture Trustee, any fees and
amounts payable to parties to the Letter Agreement and the Purchase and Put
Agreement pursuant to the terms of such agreements that have not been
previously paid by the Debtors, and any fees of the Rights Offering Agent that
have not been previously paid by the Debtors. 


          4.22
Direct Equity Purchase. On the Effective Date,
subject to the terms and conditions contained in the Purchase and Put
Agreement, Sola Ltd and Solus Core Opportunities Master Fund Ltd will
consummate the Direct Equity Purchase. 


ARTICLE V


PROCEDURES FOR RESOLVING DISPUTED CLAIMS


          5.1
Claims Administration. Reorganized Greektown
shall be responsible for and shall retain responsibility for administering,
disputing, objecting to, compromising, or otherwise 


47





resolving all
Claims against, and Interests in, the Debtors, including all Administrative
Claims, Priority Tax Claims, and other Priority Claims, and making
distributions (if any) with respect to all Claims and Interests, except that
the Litigation Trustee shall be responsible for and shall retain responsibility
for administering, disputing, objecting to, compromising, or otherwise
resolving all Claims in each of the General Unsecured Classes as provided for
in this Article. The Litigation Trustee shall be entitled to compensation for
its activities relating to Claims administration under this Section solely as
provided in the Litigation Trust Agreement, and Reorganized Greektown shall
have no obligation to provide any funding or compensation for such Claims
administration. 


          5.2
Filing of Objections. Unless otherwise provided
herein or extended by the Bankruptcy Court, any objections to Claims and/or
Interests shall be Filed on or before the Claim Objection Deadline.
Notwithstanding any authority to the contrary, an objection to a Claim or
Interest shall be deemed properly served on the Holder of the Claim or Interest
if Reorganized Greektown or the Litigation Trustee, as the case may be, effect
service in any of the following manners: (i) in accordance with Bankruptcy Rule
3007, (ii) to the extent counsel for a Holder of a Claim or Interest is
unknown, by first-Class mail, postage prepaid, on the signatory on the Proof of
Claim or other representative identified on the Proof of Claim or any
attachment thereto (or at the last known addresses of such Holders of Claims if
no Proof of Claim is Filed or if the Debtors and the Litigation Trustee have
been notified in writing of a change of address), or (iii) by first-Class mail,
postage prepaid, on any counsel that has appeared on behalf of the Holder of
the Claim or Interest in the Chapter 11 Cases and has not withdrawn such
appearance. 


          5.3
Claim Dispute Resolution Procedures. Resolution
of disputes regarding Claims shall be subject to the following parameters: 


                    5.3.1
If the Settlement Amount for a General Unsecured Claim, Secured Claim, Priority
Claim, Administrative Claim, or other Claim or postpetition Claim is less than
$250,000, Reorganized Greektown or Litigation Trustee, as applicable, shall be
authorized to settle such Claim or Interest without the need for further
Bankruptcy Court approval or further notice. 


                    5.3.2
If the Settlement Amount for a General Unsecured Claim, Secured Claim, Priority
Claim, Administrative Claim, or other Claim or postpetition Claim is greater than
or equal to $250,000, Reorganized Greektown or the Litigation Trustee, as
applicable, shall file a proposed settlement stipulation with the Bankruptcy
Court with notice and hearing consistent with the Local Rules and the
Bankruptcy Rules. 


                    5.3.3
Settlement of any pre-petition controversies in these categories resulting in
monetary Claims against the Debtors shall be resolved solely by determination
and allowance of a Claim, subject to the requirements of this Article. 


                    5.3.4
Settlement of any postpetition controversies in these categories resulting in
monetary Claims against the Debtors or Reorganized Greektown may be resolved,
where applicable, by Reorganized Greektown, by an allowance of an
Administrative Claim related to such settlement, subject to the requirements of
this Article. 


48





                    5.3.5
Reorganized Greektown are authorized to allow Claims against specific Debtors
and their Estates, where the allowance of such Claims otherwise meets the
requirements of this Article. 


                    5.3.6
Reorganized Greektown are authorized to allow Claims with a specific priority
and security status, where the allowance of such Claims otherwise meets the
requirements of this Article and does not in any way affect, whether as a prior
or subordinated Lien, the Lien of any other party. For purposes of clarity and
without limitation, the granting or recognition of a subordinated Lien shall
not be Allowed, absent a Bankruptcy Court order, without the consent of all
other Lien Holders with respect to the affected collateral. 


                    5.3.7
The Litigation Trustee shall be authorized to settle only Claims in the General
Unsecured Classes and shall not be authorized to allow or permit any recovery
other than the allowance of the Claims in the General Unsecured Classes. For
purposes of clarity and without limitation, the Litigation Trustee shall not be
authorized to recognize or allow any Secured Claim or Priority Claim.
Notwithstanding anything to the contrary in these procedures, to the extent
that an asserted Secured Claim or Priority Claim is recharacterized as a Claim
in the General Unsecured Classes, the Litigation Trustee shall have no less
than thirty (30) days after entry of a Final Order recharacterizing the Claim
to object to Allowance of the Claim in full or in part. 


          5.4
Determination of Claims. Any Claim (or any
revision, modification, or amendment thereof) determined and liquidated
pursuant to (i) the procedures listed in this Article or (ii) a Final Order of
the Bankruptcy Court shall be deemed an Allowed Claim in such liquidated amount
and satisfied in accordance with this Plan. The payment of any Allowed Claim
shall be made pursuant to Articles III and VIII of this Plan, unless otherwise
ordered by the Bankruptcy Court. 


          5.5
Insider Settlements. Notwithstanding anything
contained in this Article, any settlement that involves an Insider shall be
effected only in accordance with Bankruptcy Rule 9019(a). 


          5.6
Ordinary Course of Business Exception. This
Article shall in no manner affect, impair, impede, or otherwise alter the right
of Reorganized Greektown to resolve any controversy arising in the ordinary
course of the Debtors’ or Reorganized Greektown’s business or under any other
order of the Bankruptcy Court. 


          5.7
Adjustment to Claims Without Objection. Any
Claim that has been paid or satisfied, or any Claim that has been amended or
superseded, may be adjusted or expunged on the Claims Register by the
Reorganized Debtor or Litigation Trustee without a Claims objection having to
be Filed and without any further notice to or action, order, or approval of the
Bankruptcy Court or any other Person. 


          5.8
Disallowance of Claims. 


                    5.8.1
Any Claim or Interest held by Persons from which property is recoverable under
sections 542, 543, 550, or 553 of the Bankruptcy Code or that are transferees
of transfers avoidable under section 522(f), 522(h), 544, 545, 547, 548, 549,
or 724(a) of the Bankruptcy 


49





Code, shall be
deemed disallowed pursuant to section 502(d) of the Bankruptcy Code, and
Holders of such Claims and Interests may not receive any distribution of
account of such Claims until such time as such Causes of Action against that
Person have been settled or a Final Order with respect thereto has been entered
and all sums due, if any, to the Litigation Trust by that Person have been
turned over or paid. All Claims Filed on account of any employee benefits or
wages referenced in the Schedules which were paid by the Debtors prior to the
Confirmation Date, shall be deemed satisfied and expunged from the Claims
Register as of the Effective Date, without further notice to, or action, order,
or approval of, the Bankruptcy Court. 


          5.9
Amendments to Claims. On or after the Effective
Date, except as provided herein, a Claim may not be Filed or amended without
the prior authorization of the Bankruptcy Court, Reorganized Greektown, or the
Litigation Trustee. To the extent any such Claim is Filed without such
authorization, such Claim shall be deemed to be a Disallowed Claim and expunged
without any further notice to or action, order, or approval of the Bankruptcy
Court or any other Person. 


          5.10
Offer of Judgment. Reorganized Greektown or the
Litigation Trustee is authorized to serve upon a Holder of a Claim an offer to
allow judgment to be taken on account of such Claim, and, pursuant to
Bankruptcy Rules 7068 and 9014, Fed.R.Civ.P. 68 shall apply to such offer of
judgment. To the extent the Holder of a Claim must pay the costs incurred by
Reorganized Greektown or the Litigation Trustee after the making of such an
offer, Reorganized Greektown or the Litigation Trustee is entitled to setoff
such amounts against the amount of any distribution to be paid to such Holder
without any further notice to or action, order, or approval of the Bankruptcy
Court or any other Person. 


ARTICLE VI


CONDITIONS PRECEDENT


          6.1
Conditions Precedent to Confirmation. The
following are conditions precedent to confirmation of this Plan that may be
satisfied or waived in writing in accordance with Section 6.3 of this Plan: 


                    6.1.1
The Confirmation Order, this Plan, and all exhibits and annexes to each of this
Plan and the Confirmation Order shall be in form and substance acceptable to
each of the Noteholder Plan Proponents and, solely with respect to the
Confirmation Order, reasonably acceptable to the Ad Hoc Lender Group. 


                    6.1.2
The Confirmation Order shall have been entered by the Bankruptcy Court on or
prior to January 31, 2010 (or, in the event that a third party files a
competing plan of reorganization, March 31, 2010), unless such date is extended
or waived pursuant to section 6.3 hereof; provided, however that
the failure of the Bankruptcy Court to enter the Confirmation Order on or prior
to January 31, 2010 or March 31, 2010, as applicable, is not directly caused by
any action or inaction on the part of any member of the Ad Hoc Lender Group. 


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          6.2
Conditions Precedent to Consummation. The
following are conditions precedent to Consummation, each of which may be
satisfied or waived in writing in accordance with Section 6.3 of this Plan: 


                    6.2.1
The conditions precedent to the effectiveness of the Exit Facility and the
Purchase and Put Agreement are satisfied or waived in accordance with the terms
thereof by the parties thereto and Reorganized Greektown has access to funding
under the Exit Facility and access to the proceeds of the Rights Offering, the
Put Agreement, and the Direct Equity Purchase; 


                    6.2.2
The Confirmation Order, with the Plan and all exhibits and annexes to each, in
form and substance reasonably satisfactory to the Noteholder Plan Proponents,
and, solely with respect to the Confirmation Order, reasonably acceptable to
the Ad Hoc Lender Group, shall have been entered by the Bankruptcy Court and
shall be a Final Order. 


                    6.2.3
All actions, documents and agreements necessary to implement this Plan shall be
in form and substance satisfactory to the Noteholder Plan Proponents, and to
the extent required under the Letter Agreement, the Ad Hoc Lender Group, and
shall have been effected or executed as applicable. 


                    6.2.4
All authorizations, consents and regulatory approvals required for this Plan’s
effectiveness shall have been obtained and not revoked including, without
limitation, any required City of Detroit or required MGCB regulatory approvals
and consents, and, as required, Reorganized Greektown’s ownership structure,
capitalization and management shall have been approved by the MGCB and the City
of Detroit. 


                    6.2.5
The Tax Rollback shall have become effective. 


                    6.2.6
The Effective Date shall have occurred on or prior to June 30, 2010, unless
such date is extended or waived pursuant to section 6.3 hereof; provided,
however that the failure of the Effective Date to occur on or prior to June 30,
2010 is not directly caused by any action or inaction on the part of any member
of the Ad Hoc Lender Group.  


                    6.2.7
Either the Debtors’ assumption of the current development agreement with the
City of Detroit, or the Debtors’ entry into a revised development agreement
with the City of Detroit acceptable to the Put Parties that complies with
M.C.L. § 432.206(1)(b), shall have been approved by a Final Order. 


          6.3
Waiver of Conditions Precedent. The conditions
to Confirmation or Consummation of this Plan set forth in Section 6.1.1, 6.2.2,
and 6.2.3 may be waived in whole or in part by written consent of the
Noteholder Plan Proponents without further notice to, action, order, or
approval of the Bankruptcy Court or any other Person. The conditions to Consummation
of this Plan set forth in Sections 6.2.1, 6.2.5, and 6.27 may be waived in
whole or in part by written consent of all of the Put Parties (and, solely with
respect to Section 6.2.1 and to the extent required under the terms of the
Letter Agreement, the Ad Hoc Lender Group) without further notice to, action,
order, or approval of the Bankruptcy Court or any other Person. The conditions
to Confirmation or Consummation of this Plan set forth in Section 6.1.2 and
Section 6.2.6 may only be extended or waived by written consent of both (a) the
holders of a majority of 


51





the principal
amount of the Secured Claims under the Pre-petition Credit Agreement, and (b)
the Debtors; provided, however, that if, in the case of either
Section 6.1.2 or 6.2.6, the failure to satisfy such condition is directly
caused by any action or inaction (after a written request from the Put Parties
requesting that action be taken which is required to effect the provisions of
the Stipulation) on the part of the Debtors or the DIP Agent or the
Pre-petition Agent, such condition can be extended or waived without the
consent of the Debtors; provided further, however, that
the Debtors shall agree to grant such waiver or extension unless in the proper
exercise of their fiduciary duties they determine that such consent should not
be provided under the circumstances. The failure of the Put Parties, the
Noteholder Plan Proponents, or the Pre-petition Lenders to exercise any of the
foregoing rights shall not be deemed a waiver of any other rights, and each
such right shall be deemed an ongoing right, which may be asserted at any time.



          6.4
Effect of Non-Occurrence of Conditions to the Effective Date.
Each of the conditions to Consummation must be satisfied or waived pursuant to
Section 6.2 or Section 6.3 hereof. If the conditions to Consummation have not
been satisfied or waived pursuant to Section 6.2 or Section 6.3 hereof by June
30, 2010, unless such date is extended or waived pursuant to Section 6.3
hereof, the Confirmation Order shall be vacated according to its terms.
Additionally, if the conditions to Consummation have not been satisfied or
waived pursuant to Section 6.2 or Section 6.3 hereof, then upon motion by one
or more of the Noteholder Plan Proponents made before the Effective Date and
following a hearing on such motion, the Confirmation Order may be vacated by
the Bankruptcy Court; provided, however,
that notwithstanding the Filing of such motion to vacate, the Confirmation
Order may not be vacated if the Effective Date occurs before the Bankruptcy
Court enters a Final Order granting such motion. If the Confirmation Order is
vacated pursuant to this Section 6.4 or otherwise, then except as provided in
any Final Order vacating the Confirmation Order, this Plan will be null and
void in all respects, including the discharge of Claims and termination of
Interests pursuant to this Plan and section 1141 of the Bankruptcy Code and the
assumptions, assignments, and rejections of executory contracts or unexpired
leases pursuant to Article XIII, and nothing contained in this Plan or the
Disclosure Statement shall: (1) constitute a waiver or release of any Claims,
Interests, Causes of Action or Retained Actions; (2) prejudice in any manner
the rights of any Debtor or any other Person; or (3) constitute an admission,
acknowledgment, offer, or undertaking of any sort by any Debtor or any other
Person. 


ARTICLE VII


EFFECT OF THIS PLAN ON CLAIMS AND INTERESTS


          7.1
Discharge of the Debtors. Pursuant to section
1141(d) of the Bankruptcy Code, except as otherwise specifically provided in
this Plan or in the Confirmation Order, Confirmation of this Plan and the
distributions and rights that are provided in this Plan shall be in complete
satisfaction, discharge, and release, effective as of the Confirmation Date, of
all Claims and causes of action, whether known or unknown, against, liabilities
of, obligations of, rights against, and Interests in the Debtors or any of
their assets or properties, regardless of whether any property shall have been
distributed or retained pursuant to this Plan on account of such Claims,
rights, and Interests, including, but not limited to, Claims and Interests that
arose before the Effective Date, any liability (including withdrawal liability)
to the extent such Claims relate to services performed by employees of the
Debtors prior to the Petition Date and that arise from a 


52





termination of
employment or a termination of any employee or retiree benefit program,
regardless of whether such termination occurred prior to or after the Effective
Date, all debts of the kind specified in sections 502(g), 502(h), or 502(i) of
the Bankruptcy Code, in each case whether or not (a) a Proof of Claim based
upon such Claim, debt, right, or Interest is Filed or deemed Filed under
section 501 of the Bankruptcy Code, (b) a Claim or Interest based upon such
Claim, debt, right, or Interest is Allowed under section 502 of the Bankruptcy
Code, or (c) the Holder of such a Claim, right, or Interest accepted this Plan,
The Confirmation Order shall be a judicial determination of the discharge of
all Claims against and Interests in the Debtors, subject to the occurrence of
the Effective Date. 


          7.2
Subordinated Claims. Pursuant to section 510 of
the Bankruptcy Code, Reorganized Greektown reserves the right to re-classify
any Allowed Claim or Allowed Interest in accordance with any contractual,
legal, or equitable subordination relating thereto. 


          7.3
Release By Debtor Released Parties of Released Parties.
Pursuant to section 1123(b)(3) of the
Bankruptcy Code, effective as of the Effective Date, each Debtor, in its
individual capacity and as a debtor in possession for and on behalf of its
Estate, and each other Debtor Released Party automatically and without further
notice, consent or order shall be deemed to have, and shall have, conclusively,
absolutely, unconditionally, irrevocably, and forever released and discharged
all Released Parties (subject only to the limitations of this section) for and
from any and all claims or Causes of Action existing from the beginning of time
through the Effective Date in any manner arising from, based on, or relating
to, in whole or in part, the Exculpated Claims, the Debtors, the subject matter
of, or the transactions or events giving rise to, any Claim or Interest that is
treated in this Plan, the business or contractual arrangements between any
Debtors and any Released Party, the restructuring of Claims and Interests prior
to or in the Chapter 11 Cases, or any act, omission, occurrence, or event in
any manner relating to any such Claims, Interests, restructuring, a
Restructuring Transaction or the Chapter 11 Cases; provided, however,
that the Debtors or Reorganized Greektown may assert any Retained Actions
against the Released Parties solely for defensive purposes to defend against
Claims asserted by the Released Parties against the Debtors or Reorganized
Greekown (but such Retained Actions shall not be assignable except as assigned
pursuant to this Plan), provided further, however, that
nothing contained herein is intended to operate as a release of any potential
claims based upon gross negligence or willful misconduct or Claims that are
included within Litigation Trust Assets. 


          7.4
Releases by Holders of Claims and Interests. Except as otherwise provided in this Plan on or after
the Effective Date, Holders of Claims and Interests shall be deemed to have
conclusively, absolutely, unconditionally, irrevocably, and forever released
and discharged the Released Parties from any and all claims, interests,
obligations, rights, suits, damages, causes of action, remedies, and
liabilities whatsoever, including Exculpated Claims, any derivative claims
asserted on behalf of any Debtor, whether known or unknown, foreseen or
unforeseen, existing or hereafter arising, in law, equity or otherwise, that
such Person would have been entitled to assert (whether individually or
collectively), based on or relating to, or in any manner arising from, in whole
or in part, the Debtors, the Debtors’ restructuring, a Restructuring
Transaction, the Debtors’ Chapter 11 Cases, the purchase, sale, or rescission
of the purchase or sale of any security of the Debtors, the subject matter of,
or the transactions or events giving rise to, any Claim or Interest that is treated
in this Plan, the business or contractual arrangements between 


53





any Debtor and any Released Party, the
restructuring of Claims or Interests prior to or in the Chapter 11 Cases, the
negotiation, formulation, or preparation of this Plan and Disclosure Statement,
or related agreements or other documents, instruments, the Debtor/Lender Plan
and Debtor/Lender Disclosure Statement, or related agreements or other
documents, upon any other act or omission, transaction, agreement, event, or
other occurrence taking place on or before the Effective Date; provided,
however, that nothing contained herein is intended to operate as a
release of any potential claims based upon gross negligence or willful
misconduct, of Retained Actions, or of Litigation Trust Assets; provided
further, however, that this Section 7.3 shall not release any
Released Party from any Cause of Action held by a Governmental Unit existing as
of the Effective Date based on (i) the IRC or other domestic state, city, or
municipal tax code; (ii) the environmental laws of the United States or any
domestic state, city or municipality; (iii) any criminal laws of the United
States or any domestic state, city or municipality; (iv) the Exchange Act, the
Securities Act, or other securities laws of the United States or any domestic
state, city or municipality; (v) the ERISA; or (vi) the Michigan Gaming Control
and Revenue Act, M.C.L. 432.201, et seq., as amended, or the regulations
promulgated thereunder. 


          7.5
Exculpation. Except
as otherwise provided in this Plan, effective as of the Effective Date, no
Released Party shall have or incur, and each Released Party is hereby released
and exculpated from, any claim, obligation, cause of action, or liability for
any Exculpated Claim, except for gross negligence or willful misconduct, but in
all respects such Released Parties shall be entitled to reasonably rely upon
the advice of counsel with respect to their duties and responsibilities
pursuant to this Plan. The Released Parties have, and on the Effective Date
shall be deemed to have, participated in compliance with the applicable
provisions of the Bankruptcy Code with regard to the distributions made
pursuant to this Plan, and therefore are not, and on account of such
distributions, shall not be, liable at any time for the violation of any
applicable law, rule, or regulation governing the solicitation of acceptances
or rejections of this Plan or such distributions made pursuant to this Plan.



          7.6
Injunction. Except
as provided in this Plan or the Confirmation Order, as of the Confirmation
Date, all Persons that have held, currently hold, or may hold Claims or
Interests that have been discharged or terminated pursuant to the terms of this
Plan, including, without limitation, this Article VII, are permanently enjoined
from taking any of the following actions against any of the Debtor Released
Parties, or their property on account of any such discharged Claims, debts,
liabilities, or terminated Interests or rights: (i) commencing or continuing, in
any manner or in any place, any action or other proceeding; (ii) enforcing,
attaching, collecting or recovering in any manner any judgment, award, decree,
or order; (iii) creating, perfecting, or enforcing any Lien or encumbrance;
(iv) asserting a setoff, right of subrogation or recoupment of any kind against
any debt, liability, or obligation due to the Debtors; and (v) commencing or
continuing any action in any manner, in any place that does not comply, or is
consistent, with the provisions of this Plan. 


          7.7
Protections against Discriminatory Treatment.
Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of
the United States Constitution, all Persons, including Governmental Units,
shall not discriminate against Reorganized Greektown or deny, revoke, suspend,
or refuse to renew a license, permit, charter, franchise, or other similar
grant to, condition such a grant to, discriminate with respect to such a grant
against, Reorganized Greektown, or other Persons with whom Reorganized
Greektown has been associated, solely 


54





because one or
more of the Debtors has been a Debtor under Chapter 11 of the Bankruptcy Code,
has been insolvent before the commencement of the Chapter 11 Cases (or during
the Chapter 11 Cases but before the Debtors are granted or denied a discharge),
or has not paid a debt that is dischargeable in the Chapter 11 Cases. 


          7.8
Setoffs. Except as otherwise expressly provided
for in this Plan, each Reorganized Debtor, Newco or Newco Sub pursuant to the
Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable
non-bankruptcy law, or as may be agreed by the Holder of a Claim, may setoff
against any Allowed Claim and the distributions to be made pursuant to this
Plan on account of such Allowed Claim (before any distribution is made on
account such Allowed Claim), any Claims, rights, and Causes of Action of any
nature that such Debtor or Reorganized Debtor, Newco or Newco Sub, as
applicable, may hold against the Holder of such Allowed Claim, to the extent
such Claims, rights, or Causes of Action against such Holder have not been
otherwise compromised or settled on or prior to the Effective Date (whether
pursuant to this Plan or otherwise); provided,
however, that neither the failure to effect such a setoff nor the
allowance of any Claim pursuant to this Plan shall constitute a waiver or
release by such Reorganized Debtor, Newco or Newco Sub of any such Claims,
rights, and Causes of Action that such Reorganized Debtor, Newco or Newco Sub
may possess against such Holder. In no event shall any Holder of Claims be
entitled to setoff any Claim against any Claim, right, or Cause of Action of
the Debtors or Reorganized Debtor, Newco or Newco Sub, as applicable, unless
such Holder has Filed a motion with the Bankruptcy Court requesting the
authority to perform such setoff on or before the Confirmation Date, and
notwithstanding any indication in any Proof of Claim or otherwise that such
Holder asserts, has, or intends to preserve any right of setoff pursuant to
section 553 of the Bankruptcy Code or otherwise. 


          7.9
Recoupment. In no event shall any Holder of a
Claim or Interest be entitled to recoup any Claim or Interest against any
Claim, right, or Cause of Action of the Debtors or the Reorganized Debtor,
Newco or Newco Sub, as applicable, unless such Holder actually has performed
such recoupment and provided notice thereof in writing to the Debtors on or
before the Confirmation Date, notwithstanding any indication in any Proof of
Claim or otherwise that such Holder asserts, has, or intends to preserve any
right of recoupment. 


          7.10
Release of Liens. Except as otherwise provided
in this Plan or in any contract, instrument, release, or other agreement or
document created pursuant to this Plan, on the Effective Date and concurrently
with the applicable distributions made pursuant to Articles III and VIII of
this Plan, or with respect to the Pre-petition Lenders, the payment in full of
the Claims of the Pre-petition Lenders, all mortgages, deeds of trust, Liens,
pledges, or other security interests against any property of the Estates shall
be fully released and discharged, and all of the right, title, and interest of
any Holder of such mortgages, deeds of trust, Liens, pledges, or other security
interests shall revert to Reorganized Greektown and their successors and
assigns. 


          7.11
Document Retention. On and after the Effective
Date, Reorganized Greektown may maintain documents in accordance with their
current document retention policy, as may be altered, amended, modified, or
supplemented by Reorganized Greektown. 


          7.12
Reimbursement or Contribution. If the
Bankruptcy Court disallows a Claim for reimbursement or contribution of a
Person pursuant to section 502(e)(1)(B) of the 


55





Bankruptcy
Code, then to the extent that such Claim is contingent as of the time of
allowance or disallowance, such Claim shall be forever disallowed and expunged
notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the
Confirmation Date: (1) such Claim has been adjudicated as non-contingent; or
(2) the relevant Holder of a Claim has Filed a non-contingent Proof of Claim on
account of such Claim and a Final Order has been entered prior to the
Confirmation Date determining such Claim as no longer contingent. 


          7.13
Exclusions and Limitations on Exculpation and Releases.
Notwithstanding anything in this Plan to the contrary, no provision of this
Plan or the Confirmation Order, including, without limitation, any exculpation
or release provision, shall modify, release, or otherwise limit the liability
of any Person not specifically released hereunder, including, without
limitation, any Person who is a co-obligor or joint tortfeasor of a Released
Party or who is otherwise liable under theories of vicarious or other
derivative liability. 


ARTICLE VIII


PROVISIONS GOVERNING DISTRIBUTION


          8.1
Distributions on Claims Allowed as of the Effective Date.
Except as otherwise provided for herein, as agreed by the relevant parties, or
ordered by the Bankruptcy Court, distributions on account of Claims Allowed on
or before the Effective Date under this Plan shall be made on the Distribution
Date; provided, however, that
Allowed Administrative Claims with respect to liabilities incurred by the
Debtors in the ordinary course of business during the Chapter 11 Cases or
assumed by the Debtors prior to the Effective Date shall be paid or performed
in the ordinary course of business in accordance with the terms and conditions
of any controlling agreements, course of dealing, course of business, or
industry practice. 


          8.2
No Interest On Claims. Unless otherwise
specifically provided for in this Plan, the Confirmation Order, the DIP
Facility Order, or as otherwise required by section 506(b) of the Bankruptcy
Code, interest shall not accrue or be paid on Claims, and no Holder of any
Claim shall be entitled to interest accruing on or after the Petition Date on
any Claim, right, or Interest. Additionally, and without limiting the foregoing,
interest shall not accrue or be paid on any Disputed Claim in respect of the
period from the Effective Date to the date a final distribution is made when
and if such Disputed Claim becomes an Allowed Claim. 


          8.3
Disbursing Agent. The Disbursing Agent or the
Litigation Trustee, as applicable shall make all distributions required under
this Plan. The Debtors and Reorganized Greektown, as applicable, shall have the
authority, in their sole discretion, to enter into agreements with one or more
Disbursing Agents to facilitate the distributions required hereunder. As a
condition to serving as a Disbursing Agent, a Disbursing Agent must: (a) affirm
its obligation to facilitate the prompt distribution of any documents; (b)
affirm its obligation to facilitate the prompt distribution of any recoveries
or distributions required hereunder; and (c) waive any right or ability to
setoff, deduct from, or assert any Lien or encumbrance against the
distributions required hereunder that are to be distributed by such Disbursing
Agent. Reorganized Greektown shall reimburse any Disbursing Agent for
reasonable and necessary services performed by it (including reasonable
attorneys’ fees and documented out-of-pocket expenses) in connection with the
making of distributions under this Plan to Holders of Allowed Claims, without
the need 


56





for the Filing
of an application with, or approval by, the Bankruptcy Court. The Disbursing
Agent shall submit detailed invoices to the Debtors or Reorganized Greektown,
as applicable, for all fees and expenses for which the Disbursing Agent seeks
reimbursement and the Debtors or Reorganized Greektown, as applicable, shall
pay those amounts that they, in their sole discretion, deem reasonable, and
shall object in writing to those fees and expenses, if any, that the Debtors or
Reorganized Greektown, as applicable, deem to be unreasonable. To the extent
that there are any disputes that the reviewing parties are unable to resolve
with the Disbursing Agent, the reviewing parties shall report to the Bankruptcy
Court as to whether there are any unresolved disputes regarding the
reasonableness of the Disbursing Agent’s (and their attorneys’) fees and
expenses. Any such unresolved disputes may be submitted to the Bankruptcy Court
for resolution. 


          8.4
Distribution of Unsecured Distribution Fund.
The Disbursing Agent shall, after receiving each installment payment of the
Unsecured Distribution Amount, establish reserves for Disputed Claims pursuant
to Section 8.9.3 of the Plan. As soon as practicable thereafter, the Disbursing
Agent shall distribute remaining funds in the Unsecured Distribution Fund to
the Holders of Allowed General Unsecured Claims in the General Unsecured
Classes pursuant to sections 3.5 through 3.10 hereof. 


          8.5
Surrender of Securities or Instruments. 


                    8.5.1
On or before the Distribution Date, or as soon as practical thereafter, each
Holder of an Instrument shall surrender such Instrument to the Disbursing
Agent, and such Instrument shall be cancelled (automatically on the Effective
Date and without regard to surrender) solely with respect to the Debtors and
such cancellation shall not alter the obligations or rights of any non-Debtor
third parties vis-a-vis one
another to such Instruments; provided,
however, that this Section 8.4 shall not apply to any Claims
Reinstated pursuant to the terms of this Plan. In the event an Instrument has
been lost, stolen, destroyed, or is otherwise unavailable, the Holder of a
Claim shall, in lieu of surrendering the Instrument, execute an affidavit of
loss setting forth the unavailability of the Instrument and provide indemnity
reasonably satisfactory to Disbursing Agent to hold the Disbursing Agent
harmless from any liabilities, damages, and costs incurred in treating the
Holder as a Holder of an Allowed Claim. The acceptance of the affidavit of loss
and indemnity by the Disbursing Agent shall be deemed, for all purposes
pursuant to this Plan, to be a surrender of such Instrument. No distribution of
property hereunder shall be made to or on behalf of any such Holder unless and
until such Instrument is received by the Disbursing Agent or the unavailability
of such Instrument is reasonably established to the satisfaction of the
Disbursing Agent. Any Holder who fails to surrender or cause to be surrendered
such Instrument, or fails to execute and deliver an affidavit of loss and
indemnity reasonably satisfactory to the Disbursing Agent prior to the first
anniversary of the Effective Date, shall be deemed to have forfeited all rights
and Claims in respect of such Instrument and shall not participate in any
distribution hereunder, and all property in respect of such forfeited
distribution, including any dividends or interest attributable thereto, shall
revert to Reorganized Greektown notwithstanding any federal or state escheat
laws to the contrary. 


                    8.5.2
On the close of business on the Effective Date, the transfer ledgers for the
Bonds shall be closed, and there shall be no further changes in the record
holders of any Bonds. The Debtors and the Indenture Trustee shall have no
obligation to recognize any transfer of the 


57





Bonds
occurring after the Effective Date. The Debtors and the Indenture Trustee shall
be entitled instead to recognize and deal for all purposes hereunder with only
those record holders stated on the transfer ledgers of the Indenture Trustee as
of the close of business on the Effective Date. 


                    8.5.3
On the Effective Date, the Indenture shall be deemed canceled, terminated, and
of no further force or effect. Notwithstanding the foregoing, such cancellation
of the Indenture shall not impair the rights of holders of the Bonds to receive
distributions on account of such Allowed Bond Claims pursuant to the Plan, nor
shall such cancellation impair the rights and duties under the Indenture as
between the Indenture Trustee and holders of Allowed Bond Claims. 


                    8.5.4
Upon the performance by the Indenture Trustee required hereunder, the Indenture
Trustee, and its successors and assigns, shall be relieved of all obligations
associated with the Indenture. 


          8.6
Delivery of Distributions in General. Except as
otherwise provided in this Plan, and notwithstanding any authority to the
contrary, distributions to Holders of Allowed Claims shall be made by the
Disbursing Agent or Litigation Trustee (a) at the addresses set forth on the
Proofs of Claim Filed by such Holders of Claims or Interests (or at the last
known addresses of such Holders of Claims or Interests if no Proof of Claim is
Filed or if the Debtors have been notified in writing of a change of address),
(b) at the addresses set forth in any written notices of address changes
delivered to the Disbursing Agent or Litigation Trustee after the date of any
related Proof of Claim, (c) at the addresses reflected in the Schedules if no
Proof of Claim has been Filed and the Disbursing Agent or Litigation Trustee
has not received a written notice of a change of address, or (d) on any counsel
that has appeared in the Chapter 11 Cases on the Holder’s behalf. If any
distribution to a Holder of a Claim is returned as undeliverable, no further
distributions to such Holder shall be made unless and until the Disbursing
Agent or the Litigation Trustee is notified of such Holder’s then current
address, at which time all missed distributions shall be made to such Holder
without interest. Amounts in respect of undeliverable distributions shall be
returned to Reorganized Greektown or Litigation Trust, as applicable, until
such distributions are claimed. All claims for undeliverable distributions
shall be made on or before the later of (i) the first anniversary of the
Effective Date or (ii) six months after such Holders’ Claim becomes an Allowed
Claim. After such date, all unclaimed property shall revert to Reorganized
Greektown. Upon such reversion, the Claim of any Holder of a Claim and its
successors and assigns with respect to such property shall be discharged and
forever barred notwithstanding any federal or state escheat laws to the
contrary. The Debtors, Reorganized Greektown, the Disbursing Agent, and the
Litigation Trustee, as applicable, shall not incur any liability whatsoever on
account of any distributions under this Plan except for gross negligence or
willful misconduct. 


          8.7
Compliance with Tax Requirements and Allocations.
In connection with this Plan, to the extent applicable, Reorganized Greektown,
the Disbursing Agent and the Litigation Trustee shall comply with all tax
withholding and reporting requirements imposed on them by any Governmental
Unit, and all distributions pursuant to this Plan shall be subject to such
withholding and reporting requirements. Notwithstanding any provision in this
Plan to the contrary, Reorganized Greektown, the Disbursing Agent, and the
Litigation Trustee shall be 


58





authorized to
take all actions necessary or appropriate to comply with such withholding and
reporting requirements, including liquidating a portion of the distribution to
be made under this Plan to generate sufficient funds to pay applicable
withholding taxes, withholding distributions pending receipt of information
necessary to facilitate such distributions, or establishing any other
mechanisms they believe are reasonable and appropriate. Reorganized Greektown
reserve the right, in their sole discretion, to allocate all distributions made
under this Plan in compliance with all applicable wage garnishments, alimony,
child support, other spousal awards, Liens, and encumbrances 


          8.8
Distributions for Tax Purposes. For tax
purposes, distributions in full or partial satisfaction of Allowed Claims shall
be allocated first to the principal amount of Allowed Claims, with any excess
allocated to unpaid interest that accrued on such Claims. 


          8.9
Procedures for Treating and Resolving Disputed and Contingent Claims.



                    8.9.1
Payments and Distributions on Disputed
Claims. Except as otherwise provided in this Plan, ordered by
the Bankruptcy Court, or as agreed to by the relevant parties, distributions
under this Plan on account of Disputed Claims that become Allowed after the
Effective Date shall be made on the first Periodic Distribution Date that is at
least thirty (30) days after the Disputed Claim becomes an Allowed Claim, or in
accordance with the Litigation Trust Agreement, as applicable; provided, however, that Disputed
Administrative Claims with respect to liabilities incurred by the Debtors in
the ordinary course of business during the Chapter 11 Cases or assumed by the
Debtors on or before the Effective Date that become Allowed after the Effective
Date shall be paid or performed in the ordinary course of business in
accordance with the terms and conditions of any controlling agreements, course
of dealing, course of business, or industry practice. 


                    8.9.2
No Distributions Pending Allowance.
Notwithstanding any provision otherwise in this Plan and except as otherwise
agreed by the relevant parties: (a) no payments or distributions shall be made
with respect to all or any portion of a Disputed Claim unless and until all
such disputes in connection with such Disputed Claim have been resolved by
settlement or Final Order and the Disputed Claim has become an Allowed Claim;
and (b) any Person that holds both an Allowed Claim and a Disputed Claim shall
not receive any distribution on the Allowed Claim unless and until all
objections to the Disputed Claim have been resolved by settlement or Final
Order and the Claims have been Allowed. All distributions made pursuant to this
Plan on account of an Allowed Claim shall be made together with any dividends,
payments, or other distributions made on account of, as well as any obligations
arising from, the distributed property as if such Allowed Claim had been an
Allowed Claim on the dates distributions were previously made to Holders of
Allowed Claims included in the applicable Class. 


                    8.9.3
Distribution Reserves. On
the Effective Date, the Disbursing Agent shall establish one or more
distribution reserves for the purpose of effectuating distributions to Holders
of Disputed Claims pending the allowance or disallowance of such Claims in
accordance with this Plan in their sole discretion. Reorganized Greektown may
request estimation for any Disputed Claim that is contingent or unliquidated
(but are not required to do so). Also on the Effective Date, the LT Disputed
Claims Reserve shall be established in accordance with the Litigation Trust
Agreement. 


59





                    8.9.4
No Recourse to Debtors or Reorganized
Greektown. Any Disputed Claim that ultimately becomes an Allowed
Claim shall be entitled to receive its applicable distribution under this Plan
solely from the distribution reserve established on account of such Disputed
Claim, or in accordance with the Litigation Trust Agreement, as applicable. In
no event shall any Holder of a Disputed Claim have any recourse with respect to
distributions made, or to be made, under this Plan to Holders of such Claims to
any Debtor or Reorganized Debtor, Newco or Newco Sub on account of such
Disputed Claim, regardless of whether such Disputed Claim shall ultimately
become an Allowed Claim, or regardless of whether sufficient property remains
available for distribution in the applicable distribution reserve established
on account of such Disputed Claim at the time such Claim becomes entitled to
receive a distribution under this Plan. 


                    8.9.5
Fractional Payments. No
fractional shares of New Common Stock will be issued or distributed under this
Plan. Each Person entitled to receive New Common Stock will receive the total
number of whole shares of New Common Stock to which such Person is entitled.
Whenever distributions to a Person would otherwise call for distribution of a
fraction of a share of New Common Stock, the actual distribution of shares of
such New Common Stock will be rounded to the next higher or lower whole number
with fractions of less than or equal to one-half being rounded to the next
lower whole number. The total number or shares of New Common Stock will be
adjusted as necessary to account for the rounding provided herein. Any other
provision of this Plan notwithstanding, neither Reorganized Greektown nor the
Litigation Trust will be required to make distributions or payments of fractions
of dollars. Whenever any payment of a fraction of a dollar under this Plan
would otherwise be called for, the actual payment made will reflect a rounding
of such fraction to the nearest whole dollar (up or down), which half dollars
being rounded down. 


                    8.9.6
Failure to Present Checks.
Checks issued by a Disbursing Agent or the Litigation Trust on account of
Allowed Claims shall be null and void if not negotiated within 120 days after
the issuance of such check. In an effort to ensure that all Holders of Allowed
Claims receive their allocated distributions, no later than 120 days after the
issuance of such checks, Reorganized Greektown and the Litigation Trustee shall
File with the Bankruptcy Court a list of the Holders of any un-negotiated
checks. This list shall be maintained and updated periodically in the sole
discretion of Reorganized Greektown and Litigation Trustee for as long as the
Debtors’ Chapter 11 Cases stay open. Requests for reissuance of any check shall
be made directly to the Disbursing Agent or Litigation Trustee by the Holder of
the relevant Allowed Claim with respect to which such check originally was
issued. Any Holder of an Allowed Claim holding an un-negotiated check that does
not request reissuance of such un-negotiated check within 180 days after the
date of mailing or other delivery of such check shall have its Claim for such
un-negotiated check discharged and expunged and be discharged and forever
barred, estopped, and enjoined from asserting any such Claim against
Reorganized Greektown, the Litigation Trust, or their property. In such cases,
any Cash held for payment on account of such Claims shall be deemed unclaimed
property under section 347(b) of the Bankruptcy Code and become property of
Reorganized Greektown or the Litigation Trust, as applicable, free of any
Claims of such Holder with respect thereto. Nothing contained herein shall
require Reorganized Greektown or Litigation Trustee to attempt to locate any
Holder of an Allowed Claim. 


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                    8.9.7
Manner of Payment Pursuant to This Plan.
Any payment in Cash to be made pursuant to this Plan shall be made at the
election of Reorganized Greektown, the Disbursing Agent, or the Litigation
Trustee, as applicable, by check or by wire transfer. 


ARTICLE IX


MODIFICATION OF THIS PLAN


          9.1
Modification of Plan. Except as otherwise
provided in this Plan, the Letter Agreement or the Stipulation, the Noteholder
Plan Proponents may, from time to time, propose amendments or modifications to
this Plan prior to the Confirmation Date, without leave of the Bankruptcy
Court; provided, however that the Noteholder Plan Proponents
shall not propose any amendment or modification to the Plan that would alter
the treatment of the Holders of Pre-petition Credit Agreement Claims pursuant
to Section 3.2 hereof or the Holders of DIP Facility Claims pursuant to Section
2.6 hereof. Subject to certain restrictions and requirements set forth in
section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions
on modification set forth in this Plan, the Noteholder Plan Proponents
expressly reserve their rights to revoke or withdraw, or to alter, amend or
modify materially this Plan with respect one or more Debtors, one or more
times, after the Confirmation Date. After the Confirmation Date, the Noteholder
Plan Proponents may, with leave of the Bankruptcy Court, and upon notice and
opportunity for hearing to the affected Creditor(s) and the Notice Parties
only, remedy any defect or omission, reconcile any inconsistencies in this Plan
or in the Confirmation Order, or otherwise modify this Plan. 


          9.2
Effect of Confirmation on Modifications. Entry
of a Confirmation Order shall mean that all modifications or amendments to this
Plan since the solicitation thereof are approved pursuant to section 1127(a) of
the Bankruptcy Code and do not require additional disclosure or re-solicitation
under Bankruptcy Rule 3019. 


          9.3
Revocation or Withdrawal of the Plan. Except as
expressly provided in the Letter Agreement or the Stipulation, the Noteholder
Plan Proponents reserve the right to revoke or withdraw this Plan prior to the
Confirmation Date and to File subsequent Chapter 11 plans. If the Noteholder
Plan Proponents revoke or withdraw this Plan, or if Confirmation or
Consummation does not occur, then: (1) this Plan shall be null and void in all
respects; (2) any settlement or compromise embodied in this Plan (including the
fixing or limiting to an amount certain of any Claim or Interest or Class of Claims
or Interests), assumption, assignment, or rejection of executory contracts or
unexpired leases effected by this Plan, and any document or agreement executed
pursuant to this Plan, shall be deemed null and void; and (3) nothing contained
in this Plan shall: (i) constitute a waiver or release of any Claims,
Interests, or Causes of Action; (ii) prejudice in any manner the right of such
Debtors or any other Person; or (iii) constitute an admission, acknowledgement,
offer, or undertaking of any sort by such Debtors or any other Person. In the
event that one or more, but less than all, of the Noteholder Plan Proponents
seeks to revoke or withdraw this Plan, nothing herein prevents any Noteholder
Plan Proponent from continuing to seek Confirmation of this Plan or from filing
and seeking Confirmation of any alternative or competing Plan. 


61






ARTICLE X


JURISDICTION OF THE BANKRUPTCY COURT


          10.1
Jurisdiction. Notwithstanding the entry of the
Confirmation Order and the occurrence of the Effective Date, and subject to the
MGCB retaining exclusive jurisdiction to determine all regulatory matters
arising under the Michigan Gaming Act, the Bankruptcy Court shall retain
exclusive jurisdiction over all matters arising out of, or related to, the
Chapter 11 Cases and this Plan pursuant to sections 105(a) and 1142 of the
Bankruptcy Code, including without limitation, jurisdiction to: 


                    10.1.1
Allow, disallow, determine, liquidate, classify, estimate, or establish the
priority, secured or unsecured status, or amount of any Claim or Interest,
including the resolution of any request for payment of any Administrative Claim
and the resolution of any and all objections to the secured or unsecured
status, priority, amount, or allowance of Claims or Interests; 


                    10.1.2
Decide and resolve all matters related to the granting and denying, in whole or
in part, any applications for allowance of compensation or reimbursement of
expenses to Professionals authorized pursuant to the Bankruptcy Code or this
Plan; 


                    10.1.3
Resolve any matters related to: (a) the assumption, assumption and assignment,
or rejection of any executory contract or unexpired lease to which a Debtor is
party or with respect to which a Debtor may be liable and to hear, determine,
and, if necessary, liquidate, any Cure or Claims arising therefrom, including
Cure or Claims pursuant to section 365 of the Bankruptcy Code; (b) any
potential contractual obligation under any executory contract or unexpired
lease that is assumed; (c) Reorganized Greektown amending, modifying, or
supplementing, after the Effective Date, pursuant to Article XIII, any
executory contracts or unexpired leases to the list of executory contracts and
unexpired leases to be assumed or rejected or otherwise; and (d) any dispute
regarding whether a contract or lease is or was executory or expired; 


                    10.1.4
Ensure that distributions to Holders of Allowed Claims and Interests are
accomplished pursuant to the provisions of this Plan; 


                    10.1.5
Adjudicate, decide, or resolve any motions, adversary proceedings, contested or
litigated matters, and any other matters, and grant or deny any applications
involving any Debtor that may be pending on the Effective Date; 


                    10.1.6
Adjudicate, decide, or resolve any and all matters related to any Causes of
Action; 


                    10.1.7
Adjudicate, decide, or resolve any and all matters related to section 1141 of
the Bankruptcy Code; 


                    10.1.8
Enter and implement such orders as may be necessary or appropriate to execute,
implement, or consummate the provisions of this Plan and all contracts,
instruments, 


62





 releases, indentures, and other agreements or
documents created in connection with this Plan or the Disclosure Statement; 


                    10.1.9
Enter and enforce any order for the sale of property pursuant to sections 363,
1123, or 1146(a) of the Bankruptcy Code; 


                    10.1.10
Resolve any cases, controversies, suits, disputes, or Causes of Action that may
arise in connection with the Consummation, interpretation, or enforcement of
this Plan or any Person’s obligations incurred in connection with this Plan; 


                    10.1.11
Issue injunctions, enter and implement other orders, or take such other actions
as may be necessary or appropriate to restrain interference by any Person with
Consummation or enforcement of this Plan; 


                    10.1.12
Resolve any cases, controversies, suits, disputes, or Causes of Action with
respect to the releases, injunctions, and other provisions contained in Article
VII, and enter such orders as may be necessary or appropriate to implement such
releases, injunctions, and other provisions; 


                    10.1.13
Resolve any and all cases, controversies, suits, disputes, or Causes of Action
with respect to the repayment or return of distributions and the recovery of
additional amounts owed by a Holder of a Claim for amounts not timely repaid; 


                    10.1.14
Enter and implement such orders as are necessary or appropriate if the Confirmation
Order is for any reason modified, stayed, reversed, revoked, or vacated; 


                    10.1.15
Adjudicate any and all disputes arising from or relating to payments or
distributions under this Plan; 


                    10.1.16
Consider any and all modifications of this Plan, to cure any defect or
omission, or to reconcile any inconsistency in any Final Order, including the
Confirmation Order; 


                    10.1.17
Hear and determine requests for the payment or distribution on account of
Claims entitled to priority pursuant to section 507 of the Bankruptcy Code; 


                    10.1.18
Hear and determine any and all disputes arising in connection with the
interpretation, implementation, or enforcement of this Plan or the Confirmation
Order, including disputes arising under agreements, documents, or instruments
executed in connection with this Plan; 


                    10.1.19
Hear and determine any and all disputes arising under sections 525 or 543 of
the Bankruptcy Code; 


                    10.1.20
Hear and determine matters concerning state, local, and federal taxes in
accordance with sections 346, 505, and 1146 of the Bankruptcy Code with any tax
incurred or alleged to be incurred by any Debtor or Reorganized Debtor, Newco
or Newco Sub as a result of Consummation of the Plan being considered to be
incurred or alleged to be incurred during the 


63





administration
of these Chapter 11 cases for purposes of Section 505(b) of the Bankruptcy Code
with the exception of Casino or the Reorganized Casino’s request for the tax
rollback, pursuant to M.C.L. 432.212; 


                    10.1.21
Hear and determine any and all disputes involving the existence, nature, or
scope of the Debtors’ discharge, including any dispute relating to any liability
arising out of the termination of employment or the termination of any employee
or retiree benefit program, regardless of whether such termination occurred
prior to or after the Effective Date; 


                    10.1.22
Determine any other matters that may arise in connection with or relate to this
Plan, the Disclosure Statement, the Confirmation Order, or any contract,
instrument, release, indenture, or other agreement or document created in
connection with this Plan or the Disclosure Statement; 


                    10.1.23
Enforce any orders previously entered by the Bankruptcy Court; 


                    10.1.24
Hear any and all other matters not inconsistent with the Bankruptcy Code; and 


                    10.1.25
Enter an order or Final Decree concluding or closing the Chapter 11 Cases. 


ARTICLE XI


TITLE TO PROPERTY


          11.1
Vesting of Assets. Except as otherwise
explicitly provided for in this Plan, on the Effective Date, all property
comprising assets of the Estates of the Reorganizing Debtors (including
Retained Actions, but excluding property that has been abandoned or settled
pursuant to an order of the Bankruptcy Court) shall vest in Reorganized Casino,
Reorganized Builders, Reorganized Realty, or Reorganized Holdings, or the Litigation
Trust, as applicable, free and clear of all Claims, Liens, charges,
encumbrances, right, and Interests of Creditors and equity security Holders.
All property comprising assets of the Estates of the Non-reorganizing Debtors
shall vest in Reorganized Casino. As of and following the Effective Date,
Reorganized Greektown may operate their businesses and use, acquire, and
dispose of property and settle and compromise Claims or Interests without the
supervision of the Bankruptcy Court, free of any restrictions of the Bankruptcy
Code or Bankruptcy Rules, other than those restrictions expressly imposed by
this Plan and the Confirmation Order. 


ARTICLE XII


UNITED STATES TRUSTEE FEES and REGULATORY
COMPLIANCE


          12.1
Payment of U.S. Trustee Fees. Reorganized
Greektown shall pay to the United States Trustee the appropriate sum required
pursuant to 28 U.S.C. § 1930(a)(6) and shall provide 


64





the United
States Trustee with an appropriate affidavit indicating the Cash disbursements
for the relevant period until such time as the Chapter 11 Cases are
administratively closed. 


          12.2
MGCB Supervision. Pursuant to the Michigan
Gaming Control and Revenue Act, M.C.L. 432.201 et
seq., the MGCB shall have continuing regulatory authority over any
Debtor, Reorganized Greektown, Reorganized Holdings, Newco, Newco Sub and their
successors and assigns. 


ARTICLE XIII


EXECUTORY CONTRACTS


          13.1
Executory Contracts and Unexpired Leases. All
executory contracts and unexpired leases as to which any Debtor is a party
shall be deemed automatically assumed in accordance with the provisions and
requirements of sections 365 and 1123 of the Bankruptcy Code as of the
Effective Date, unless such executory contracts or unexpired leases (i) shall
have been previously rejected by the Debtors by Final Order of the Bankruptcy
Court; (ii) shall be the subject of a motion to reject or assume such contract
or lease pending on the Effective Date; (iii) shall have expired or terminated
on or prior to the Effective Date (and not otherwise extended) pursuant to
their own terms; (iv) are listed on the schedule of rejected executory
contracts and unexpired leases included in the Plan Supplement, provided, however, that the Noteholder
Plan Proponents reserve their right, at any time prior to the Effective Date,
to amend such schedule to delete therefrom or add thereto an executory contract
or unexpired lease with notice to the affected Creditor only; or (v) are
otherwise rejected pursuant to the terms of this Plan; provided, however, that any collective
bargaining agreement to which the Debtors are a party may only be rejected in
accordance with section 1113 of the Bankruptcy Code. Entry of the Confirmation
Order by the Bankruptcy Court shall constitute approval of the rejections and
assumptions contemplated hereby pursuant to sections 365 and 1123 of the
Bankruptcy Code as of the Effective Date. Each executory contract or unexpired
lease assumed pursuant to this Section 13.1 shall vest in, and be fully
enforceable by, the applicable Reorganized Debtor in accordance with its terms,
except as modified by the provisions of this Plan, any order of the Bankruptcy
Court authorizing or providing for its assumption, or applicable federal law.
The Debtors reserve the right to file a motion on or before the Effective Date
to assume or reject any executory contract or unexpired lease. 


          13.2
Modifications and Rights Related to Unexpired Leases and Executory Contracts.
Each executory contract and unexpired lease that is assumed and relates to the
use, ability to acquire, or occupancy of real or personal property shall
include (i) all modifications, amendments, supplements, restatements, or other
agreements made directly or indirectly by any agreement, instrument, or other
document that in any manner affect such executory contract or unexpired lease,
and (ii) all executory contracts or unexpired leases, appurtenant to the
premises, including all easements, licenses, permits, rights, privileges,
immunities, options, rights of first refusal, uses, or franchises, and any
other interests in real estate or rights in
rem related to such premises, unless any of the foregoing agreements
has been rejected pursuant to an order of the Bankruptcy Court or is otherwise
rejected as part of this Plan. In the event that the Effective Date does not
occur, the Bankruptcy Court shall retain jurisdiction with respect to any
request to extend the deadline for assuming any unexpired leases pursuant to
section 365(d)(4) of the 


65





Bankruptcy
Code. Modifications, amendments, supplements, and restatements to executory
contracts and unexpired leases that have been executed by the Debtors during
the Chapter 11 Cases shall not be deemed to alter the pre-petition nature of
the executory contract or unexpired lease, or the validity, priority, or amount
of any Claim that may arise in connection therewith. 


          13.3
Cure of Defaults for Assumed Executory Contracts and Unexpired Leases.
If there is a dispute regarding (a) the nature or amount of any Cure, (b) the
ability of the Reorganized Debtor, Newco, Newco Sub or any assignee to provide
“adequate assurance of performance” (within the meaning of section 365 of the
Bankruptcy Code) under the contract or lease to be assumed, or (c) any other
matter pertaining to the assumption, the Cure shall occur following the entry
of a Final Order resolving the dispute and approving the assumption or
assumption and assignment, as the case may be; provided,
however, if there is a dispute as to the amount of Cure that cannot
be resolved consensually among the parties, the Noteholder Plan Proponents or
Reorganized Greektown shall have the right to reject the contract or lease for
a period of five (5) days after entry of a Final Order establishing a Cure
amount in excess of that provided by the Debtors or Reorganized Greektown. Upon
reasonable request, the Notice Parties shall be provided access to information
regarding the Debtors’ or Reorganized Greektown’ proposed Cure payments. 


          13.4
Claims Based on Rejection of Executory Contracts and Unexpired Leases.
On the Effective Date, each executory contract and unexpired lease listed in
the Plan Supplement shall be rejected pursuant to section 365 of the Bankruptcy
Code but only to the extent that any such contract is an executory contract or
unexpired lease. The Confirmation Order shall constitute an order of the
Bankruptcy Court approving the rejections described above, pursuant to section
365 of the Bankruptcy Code, as of the earlier of (i) the Confirmation Date or
(ii) the date that the affected Creditor party to such lease or executory
contract is provided written notice of such rejection. All Allowed Claims
arising from the rejection of unexpired leases and executory contracts shall be
classified as General Unsecured Claims and shall be treated in accordance with
Article III of this Plan. 


          13.5
Rejection Damages Bar Date. If the rejection by
a Debtor, pursuant to this Plan or otherwise, of an executory contract or
unexpired lease results in a Claim, then such Claim shall be forever barred and
shall not be enforceable against any Debtor or Reorganized Debtor, Newco or
Newco Sub, or the properties of any of them unless a Proof of Claim is Filed
with the Claims Agent and served upon counsel to the Debtors or Reorganized
Greektown within thirty (30) days after the later of (a) the Effective Date or
(b) notice that the executory contract or unexpired lease has been rejected,
unless otherwise ordered by the Bankruptcy Court. Any Proofs of Claim arising
from the rejection of the Debtors’ executory contracts or unexpired leases that
are not timely Filed shall be disallowed automatically, forever barred from
assertion, and shall not be enforceable against the Reorganized Debtor, Newco
or Newco Sub or further notice to or action, order, or approval of the
Bankruptcy Court or other Person, and any Claim arising out of the rejection of
the executory contract or unexpired lease shall be deemed fully satisfied,
released, and discharged, notwithstanding anything in the Schedules or a Proof
of Claim to the contrary. 


          13.6
Reservation of Rights. Neither the exclusion
nor inclusion of any contract or lease in this Plan, the Plan Supplement, nor
anything contained in this Plan, shall constitute an 


66





admission by
the Noteholder Plan Proponents that any such contract or lease is in fact an
executory contract or unexpired lease or that any Reorganized Debtor, Newco or
Newco Sub has any liability thereunder. If there is a dispute regarding whether
a contract or lease is or was executory or unexpired at the time of assumption
or rejection, the Noteholder Plan Proponents or Reorganized Greektown, as
applicable, shall have thirty (30) days following entry of a Final Order
resolving such dispute to alter their treatment of such contract or lease. 


ARTICLE XIV


MISCELLANEOUS PROVISIONS


          14.1
Cramdown. The Noteholder Plan Proponents
request Confirmation of the Plan under section 1129(b) with respect to any
Impaired Class that does not accept the Plan or that is conclusively deemed to
have rejected the Plan pursuant to section 1126 of the Bankruptcy Code. 


          14.2
Immediate Binding Effect. Subject to Article VI
and notwithstanding Bankruptcy Rules 3020(e), 6004(g), or 7062 or otherwise,
upon the occurrence of the Effective Date, the terms of this Plan shall be
immediately effective and enforceable and deemed binding upon the Debtors,
Reorganized Greektown, and any and all Holders of Claims or Interests
(irrespective of whether any such Holders of Claims or Interests failed to vote
to accept or reject this Plan, voted to accept or reject this Plan, or is
deemed to accept or reject this Plan), all Persons that are parties to or are
subject to the settlements, compromises, releases, discharges, and injunctions
described in this Plan or herein, each Person acquiring property under this
Plan, and any and all non-Debtor parties to executory contracts and unexpired
leases with the Debtors. 


          14.3
Additional Documents. On or before the
Effective Date, the Noteholder Plan Proponents may File with the Bankruptcy
Court such agreements and other documents as may be necessary or appropriate to
effectuate and further evidence the terms and conditions of this Plan. The
Debtors or Reorganized Greektown, as applicable, and all Holders of Claims or Interests
receiving distributions pursuant to this Plan and all other parties in interest
shall, from time to time, prepare, execute, and deliver any agreements or
documents and take any other actions as may be necessary or advisable to
effectuate the provisions and intent of this Plan. 


          14.4
Reservation of Rights. Except as expressly set
forth in this Plan, this Plan shall have no force or effect unless the
Bankruptcy Court shall enter the Confirmation Order. None of the Filing of this
Plan, any statement or provision contained in this Plan, or the taking of any
action by any Noteholder Plan Proponent with respect to this Plan or the
Disclosure Statement shall be or shall be deemed to be an admission or waiver
of any rights of any Noteholder Plan Proponent with respect to the Holders of
Claims or Interests prior to the Effective Date. 


          14.5
Successors and Assigns. The rights, benefits,
and obligations of any Person named or referred to in this Plan shall be
binding on, and shall inure to the benefit of, any heir, executor,
administrator, successor or assign, Affiliate, officer, director, agent,
representative, attorney, beneficiary, or guardian, if any, of such Person. 


          14.6
Service of Documents. 


67





                    14.6.1
After the Effective Date, any pleading, notice, or other document required by
this Plan to be served on or delivered to Reorganized Greektown shall be sent
by overnight mail, postage prepaid to: 


555 E. Lafayette 

Detroit, MI 48226 

Attn: Chief Executive Officer


with a copy to:


Allan S. Brilliant 

Goodwin Procter LLP 

The New York Times Building 

620 Eighth Avenue 

New York, NY 10018


and


Mark N. Parry 

Moses & Singer LLP 

405 Lexington Avenue 

New York, NY 10174


and


Joel D. Applebaum 

Clark Hill PLLC 

151 S. Old Woodward, Suite 200 

Birmingham, MI 48009


and


Daniel J Weiner 

Schafer and Weiner, PLLC 

40950 Woodward Avenue 

Suite 100 

Bloomfield Hills, Michigan 48304


                    14.6.2
After the Effective Date, Reorganized Greektown have authority to send a notice
to Persons that continue to receive documents pursuant to Bankruptcy Rule 2002,
that each such Person must File a renewed request to receive documents pursuant
to Bankruptcy Rule 2002. After the Effective Date, Reorganized Greektown are
authorized to limit the list of Persons receiving documents pursuant to
Bankruptcy Rule 2002 to those Persons who have Filed such renewed requests. 


          14.7
Entire Agreement. Except as otherwise
indicated, this Plan supersedes all previous and contemporaneous negotiations,
promises, covenants, agreements, understandings, 


68





and
representations on such subjects, all of which have become merged and
integrated into this Plan. 


          14.8
Governing Law. Unless a rule of law or
procedure is supplied by federal law (including the Bankruptcy Code and the
Bankruptcy Rules) or unless otherwise specifically stated, the laws of the
State of Michigan, without giving effect to the principles of conflict of laws,
shall govern the rights, obligations, construction, and implementation of this
Plan, any agreements, documents, instruments, or contracts executed or entered
into in connection with this Plan (except as otherwise set forth in those
agreements, in which case the governing law of such agreement shall control). 


          14.9
Nonseverability of Plan Provisions. If, prior
to Confirmation, any term or provision of this Plan is held by the Bankruptcy
Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have
the power to alter and interpret such term or provision to make it valid or
enforceable to the maximum extent practicable, consistent with the original
purpose of the term or provision held to be invalid, void, or unenforceable,
and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the remainder
of the terms and provisions of this Plan will remain in full force and effect
and will in no way be affected, impaired, or invalidated by such holding,
alteration, or interpretation. The Confirmation Order shall constitute a
judicial determination and shall provide that each term and provision of this
Plan, as it may have been altered or interpreted in accordance with the
foregoing, is: (1) valid and enforceable pursuant to its terms; (2) integral to
this Plan and may not be deleted or modified without the Debtors’ consent; and
(3) nonseverable and mutually dependent. 


          14.10
Closing of Chapter 11 Cases. Reorganized
Greektown shall, promptly after the full administration of any of the Chapter
11 Cases, File with the Bankruptcy Court, all documents required by Bankruptcy
Rule 3022 and any applicable order of the Bankruptcy Court to close their
Chapter 11 Cases. 


          14.11
Waiver or Estoppel. Each Holder of a Claim or
an Interest shall be deemed to have waived any right to assert any argument,
including the right to argue that its Claim or Interest should be Allowed in a
certain amount, in a certain priority, secured, or not subordinated by virtue
of an agreement made with the Debtors or any other Person, if such agreement
was not disclosed in this Plan, the Disclosure Statement, or papers Filed with
the Bankruptcy Court prior to the Confirmation Date. 


          14.12
Removal or Resignation of Noteholder Plan Proponents.
Any Noteholder Plan Proponent other than the Put Parties may resign as a
Noteholder Plan Proponent prior to the Effective Date or may be removed as a
Noteholder Plan Proponent by written consent of each of the Put Parties. Any
removal or resignation of any Noteholder Plan Proponent other than the Put
Parties shall not prevent the remaining Noteholder Plan Proponents from seeking
confirmation of the Plan. 


          14.13
Termination of Liens and Encumbrances. Any of
the Debtors, Reorganized Greektown, and all parties in interest, including
without limitation any Creditor, shall be required to execute any document
reasonably requested by the other to memorialize and effectuate the 


69





terms and
conditions of this Plan. This shall include without limitation any execution by
any of the Debtors or Reorganized Greektown of Uniform Commercial Code
financing statements and the execution by Creditors of any Uniform Commercial
Code termination and mortgage releases and termination. Reorganized Greektown
are expressly authorized to file any termination statement to release a Lien
which is either discharged or satisfied as a result of this Plan or any
payments made in accordance with the Plan. 



70










December 7, 2009 Respectfully Submitted,

	 	
JOHN HANCOCK STRATEGIC INCOME        
	 	
FUND 
	 	       
	 	       
	 	
By: /s/ Barry Evans                   
	 	
Barry Evans 
	 	
President, Chief Investment Officer 
	 	       
	 	
JOHN HANCOCK TRUST STRATEGIC 
	 	
INCOME TRUST 
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
       Barry Evans       
	 	
       President, Chief Investment Officer       
	 	       
	 	
JOHN HANCOCK FUNDS II STRATEGIC      
	 	
INCOME FUND  
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
Barry Evans 
	 	
President, Chief Investment Officer 
	 	       
	 	
JOHN HANCOCK HIGH YIELD FUND 
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
Barry Evans 
	 	
President, Chief Investment Officer 
	 	       
	 	
JOHN HANCOCK TRUST HIGH INCOME       
	 	
TRUST        
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
Barry Evans 
	 	
President, Chief Investment Officer 















	 	
JOHN HANCOCK FUNDS II HIGH   
	 	
INCOME FUND  
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      
	 	       
	 	
JOHN HANCOCK BOND FUND       
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      
	 	       
	 	
JOHN HANCOCK INCOME SECURITIES       
	 	
TRUST        
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      
	 	       
	 	
JOHN HANCOCK INVESTORS TRUST 
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      
	 	       
	 	
JOHN HANCOCK FUNDS III       
	 	
LEVERAGED COMPANIES FUND     
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      















	 	
JOHN HANCOCK FUNDS II ACTIVE 
	 	
BOND FUND    
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      
	 	       
	 	
JOHN HANCOCK FUNDS TRUST     
	 	
ACTIVE BOND TRUST    
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      
	 	       
	 	
MANULIFE GLOBAL FUND U.S. BOND       
	 	
FUND 
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      
	 	       
	 	
MANULIFE GLOBAL FUND U.S. HIGH       
	 	
YIELD FUND   
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      
	 	       
	 	
MANULIFE GLOBAL FUND STRATEGIC       
	 	
INCOME       
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
          Barry Evans      
	 	
          President, Chief Investment Officer      















	 	
MIL STRATEGIC INCOME FUND    
	 	       
	 	       
	 	
By: /s/ Barry Evans 
	 	
Barry Evans 
	 	
President, Chief Investment Officer 
	 	       
	 	
OPPENHEIMER CHAMPION INCOME  
	 	
FUND By: Oppenheimer Funds, Inc. as  
	 	
investmentadvisor thereto    
	 	       
	 	       
	 	       
	 	
By: /s/ Margaret Hui        
	 	
Margaret Hui        
	 	
Vice President      
	 	       
	 	
OPPENHEIMER STRATEGIC INCOME 
	 	
FUND By: Oppenheimer Funds, Inc. as  
	 	
investmentadvisor thereto    
	 	       
	 	       
	 	       
	 	
By: /s/ Margaret Hui        
	 	
Margaret Hui        
	 	
Vice President      
	 	       
	 	
OPPENHEIMER STRATEGIC BOND   
	 	
FUND / VABy: Oppenheimer Funds, Inc. as      
	 	
investmentadvisor thereto    
	 	       
	 	       
	 	       
	 	
By: /s/ Margaret Hui        
	 	
Margaret Hui        
	 	
Vice President      















	 	
OPPENHEIMER HIGH INCOME FUND 
	 	
/VA By: Oppenheimer Funds, Inc. as   
	 	
investmentadvisor thereto    
	 	       
	 	       
	 	       
	 	
By: /s/ Margaret Hui        
	 	
Margaret Hui        
	 	
Vice President      
	 	       
	 	
ING OPPENHEIMER STRATEGIC    
	 	
INCOME PORTFOLIO By: Oppenheimer     
	 	
Funds, Inc. as investmentadvisor thereto     
	 	       
	 	       
	 	       
	 	
By: /s/ Margaret Hui        
	 	
Margaret Hui        
	 	
Vice President      
	 	       
	 	
BRIGADE CAPITAL MANAGEMENT   
	 	       
	 	       
	 	
By: /s/ Don Morgan  
	 	
Don Morgan  
	 	
Managing Partner    
	 	       
	 	
SOLA LTD     
	 	       
	 	       
	 	
By: /s/ Christopher Pucillo 
	 	
Christopher Pucillo Director        
	 	       
	 	       
	 	
SOLUS CORE OPPORTUNITIES     
	 	
MASTER FUND LTD      
	 	       
	 	       
	 	
By: /s/ Christopher Pucillo 
	 	
Christopher Pucillo Director        















	 	
OFFICIAL COMMITTEE OF        
	 	
UNSECURED CREDITORS  
	 	       
	 	
By Its Counsel, Clark Hill PLLC     
	 	       
	 	       
	 	
By: /s/ Joel D. Applebaum               
	 	
Joel D. Applebaum Member, Clark Hill        
	 	
PLLC        
	 	       
	 	
DEUTSCHE BANK TRUST COMPANY  
	 	
AMERICAS, AS INDENTURE TRUSTEE       
	 	       
	 	
By Its Counsel Moses & Singer LLP       
	 	       
	 	       
	 	
By: /s/ Mark N. Parry               
	 	
Mark N. Parry Partner, Moses & Singer LLP       
















December 7, 2009 Prepared By:



GOODWIN PROCTER LLP



By: /s/ Allan S. Brilliant Allan 

S. Brilliant Craig P. Druehl 

Stephen M. Wolpert



K. Brent Tomer The New York 

Times Building 620 Eighth 

Avenue New York, NY 10018



abrilliant@goodwinprocter.com

cdruehl@goodwinprocter.com 

swolpert@goodwinprocter.com 

ktomer@goodwinprocter.com  


Counsel to Certain Noteholder Plan Proponents


CLARK HILL PLC



By: /s/ Joel D. Applebaum Joel D. 

Applebaum (P36774) Robert D. 

Gordon (P48627) Shannon L. Deeby

(P60242)

500 Woodward Avenue, Suite 3500 

Detroit, Michigan 48226-3435

(313) 965-8300

japplebaum@clarkhill.com 

rgordon@clarkhill.com 

sdeeby@clarkhill.com  



Counsel to the Official Committee of

Unsecured Creditors 
















MOSES AND SINGER LLP


By: /s/ Mark N. Parry Mark 

N. Parry Alan Kolod 

Declan M. Butvick



The Chrysler Building 405 

Lexington Avenue New York,

New York 10174

mparry@mosessinger.com 

akolod@mosessinger.com 

dbutvick@mosessinger.com  



Counsel to Indenture Trustee 
















EXHIBIT
B


TO


DISCLOSURE
STATEMENT

FOR THE SECOND AMENDED JOINT PLANS OF REORGANIZATION PROPOSED 

BY NOTEHOLDER PLAN PROPONENTS 

INCLUDING OFFICIAL COMMITTEE OF UNSECURED CREDITORS 

AND INDENTURE TRUSTEE









GREEKTOWN HOLDINGS, LLC, ET AL. 

HYPOTHETICAL LIQUIDATION ANALYSIS


	
  

 	
  

 
	
 I.

 	
 Introduction

 



          Under
the “best interests” of creditors test set forth in section 1129(a)(7) of the
Bankruptcy Code, the Bankruptcy Court may not confirm a plan of reorganization
unless the plan provides each holder of a claim or interest who does not
otherwise vote in favor of the plan with property of a value, as of the
effective date of the plan, that is not less than the amount that such holder
would receive or retain if the debtor was liquidated under Chapter 7 of the
Bankruptcy Code. To demonstrate that the Plan satisfies the “best interests” of
the creditors test, the Debtors and their professionals have prepared the
following liquidation analysis (the “Liquidation Analysis”).


          The
Liquidation Analysis estimates potential cash distribution to holders of
allowed claims in a hypothetical Chapter 7 liquidation of the Debtors’ assets.
The assumptions used in the liquidation analysis may be affected by events or
conditions not presently contemplated. These assumptions are also subject to
significant uncertainties, many of which are outside of the control of the
Debtors. As a result, there can be no assurance that the values set forth in
the liquidation analysis would be realized if the Debtors were to undergo a
Chapter 7 liquidation.


	
  

 	
  

 
	
 II.

 	
 Scope,
 Intent, and Purpose of the Liquidation Analysis

 



          The
determination of the costs of, and hypothetical proceeds from, the liquidation
of the Debtors’ assets is an uncertain process involving the extensive use of
estimates and assumptions that, although considered reasonable by the Debtors,
are inherently subject to significant business, economic, and competitive
uncertainties and contingencies beyond the control of the Debtors, their
management, and their professionals. Inevitably, some assumptions in the
Liquidation Analysis would not materialize in an actual Chapter 7 liquidation,
and unanticipated events and circumstances could affect the ultimate results in
an actual Chapter 7 liquidation. In addition, the Debtors’ management or its
professionals cannot judge with any degree of certainty the impact of the
liquidation asset sales on the recoverable value of the Debtors’ assets. The
Liquidation Analysis was prepared for the sole purpose of generating a
reasonable good-faith estimate of the proceeds that would be generated if the
Debtors were liquidated in accordance with Chapter 7 of the Bankruptcy Code.
The Liquidation Analysis is not intended, and should not be used, for any other
purpose. The underlying financial information in the Liquidation Analysis was
not compiled or examined by any independent accountants. No independent
appraisals were conducted in preparing the Liquidation Analysis. NEITHER THE
DEBTORS NOR THEIR PROFESSIONALS MAKE ANY REPRESENTATION OR WARRANTY THAT THE
ACTUAL RESULTS WOULD OR WOULD NOT APPROXIMATE THE ESTIMATES AND ASSUMPTIONS
REPRESENTED IN THE LIQUIDATION ANALYSIS. ACTUAL RESULTS COULD VARY MATERIALLY.


          In
preparing the Liquidation Analysis, the Debtors estimated the amount of allowed
claims based upon internal information and claims filed to date. In addition,
the Liquidation


1





Analysis includes estimates
for claims not currently asserted in the Chapter 11 Cases, but which could be
asserted and allowed in a Chapter 7 liquidation, including administrative
claims, wind-down costs, trustee fees, tax liabilities, and contract rejection
claims. To date, the Bankruptcy Court has not estimated or otherwise fixed the
total amount of allowed claims used for purposes of preparing this Liquidation
Analysis. The Debtors’ estimate of allowed claims set forth in the Liquidation
Analysis should not be relied on for any other purpose including determining
the value of any distribution to be made on account of allowed claims under the
Plan. NOTHING CONTAINED IN THE LIQUIDATION ANALYSIS IS INTENDED TO BE OR
CONSTITUTES A CONCESSION OR ADMISSION OF THE DEBTORS. THE ACTUAL AMOUNT OF
ALLOWED CLAIMS IN THE CHAPTER 11 CASES COULD MATERIALLY DIFFER FROM THE
ESTIMATED AMOUNTS SET FORTH IN THE LIQUIDATION ANALYSIS.


	
  

 	
  

 	
  

 
	
 III.

 	
 General
 Notes to the Liquidation Analysis

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Conversion Date and
 Appointment of a Chapter 7 Trustee

 
	
  

 	
  

 	
  

 
	
           The
 Liquidation Analysis assumes conversion of the Debtors’ Chapter 11 cases to
 Chapter 7 liquidation cases on December 31, 2009 (the “Conversion Date”). On
 the Conversion Date, it is assumed that the Bankruptcy Court would appoint
 one Chapter 7 trustee (the “Trustee”) to oversee the liquidation of the
 Debtors’ estates. Should multiple Trustees be appointed to administer the
 Debtors’ estates, lower recoveries and higher administrative costs could
 result and distributions to creditors could be delayed.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Assets to be Liquidated

 
	
  

 	
  

 	
  

 
	
           The
 Liquidation Analysis assumes a liquidation of all of the Debtors’ assets
 which primarily consist of a casino gaming facility, a 400-room hotel,
 several restaurants and food outlets, a nightclub, several bars and cocktail
 lounges, an entertainment facility, meeting rooms, banquet facilities, a
 parking garage, retail shopping and related improvements.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Methodologies

 
	
  

 	
  

 	
  

 
	
           Two
 different approaches were used to estimate the approximate liquidation range
 of value for the Debtors’ assets: (a) a forced sale analysis of the business
 as a going concern; and (b) an asset-by-asset liquidation analysis. The
 Debtors believe that the forced sale as a going concern scenario would
 generate greater liquidation proceeds. That notwithstanding, as a result of
 regulatory issues, including the requirement that the operator of a casino
 business in the State of Michigan be licensed, it is possible that the casino
 would be closed and the assets would be sold on a piecemeal basis.

 
	
  

 	
  

 	
  

 
	
           Under
 both approaches, reductions were made to the values derived to reflect the
 forced sale nature of a Chapter 7 liquidation. These reductions were derived
 by considering such factors as the shortened time period involved in the sale
 process, discounts buyers would require given a shorter due diligence period
 and therefore potentially higher risks buyers might assume,

 



2









	
  

 	
  

 	
  

 
	
 potentially negative perceptions
 involved in liquidation sales, the current state of the capital markets, the
 limited universe of prospective buyers, and the “bargain hunting” mentality
 of liquidation sales.

 
	
  

 	
  

 	
  

 
	
           The
 estimated liquidation value of the Debtors’ assets in both scenarios was used
 to determine the recovery percentages based on the unaudited book values set
 forth in Debtors’ projected balance sheet as of December 31, 2009. Both
 liquidation scenarios assume a liquidation of the Debtors’ assets occurs over
 a six month time frame which reflects an estimate of the time required to
 dispose of the material assets. Both scenarios also assume that certain
 non-core parking lots and a parking garage would be sold separately from the
 casino property. The assumed liquidation value of these non-core assets is
 based on prior offers received for those assets discounted to reflect the
 forced sale nature of a liquidation.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Estimated Costs of
 Liquidation

 
	
  

 	
  

 	
  

 
	
           Wind-down
 costs consist of the costs of any professionals the Trustee employs to assist
 with the liquidation process, including investment bankers, attorneys, and
 other advisors. Chapter 7 Trustee fees necessary to facilitate the sale of
 the Debtors’ assets were assumed to equal 3% of the liquidation proceeds
 generated. These fees would be used specifically for developing marketing
 materials and facilitating the solicitation process for the parties, given
 the complexity and nature of the Debtors’ estates. This estimate also takes
 into account the time that will be required for the Trustee and any
 professionals to become educated with respect to the Debtors’ business and
 the Chapter 11 cases. Professional fees were estimated at $3 million, or
 $500,000 per month for six months. The Debtors have also assumed that
 retention pay would be required to keep key employees on the job to assist
 with the liquidation. Such retention pay is estimated at $500,000 in the
 asset-by-asset scenario and $1 million on the forced sale as a going concern
 scenario.

 
	
  

 	
  

 	
  

 
	
 IV.

 	
 Forced
 Sale of the Business as a Going Concern Scenario

 
	
  

 	
  

 	
  

 
	
           The
 Debtors believe that the assets have their greatest potential recovery value
 if liquidated for the purposes of continuing to operate as a gaming
 establishment. This analysis assumes that casino operating activity would not
 be negatively impacted during the liquidation period and that cash flows
 during the liquidation period would be neutral and thus would not impact the
 hypothetical liquidation values. This scenario assumes that the Trustee will
 assume and assign to the purchaser all executory contracts and unexpired
 leases related to the ongoing operations of the Debtors. This scenario also
 assumes that the existing staff currently employed at the Debtors’ property
 will remain with the Debtors and maintain employment at the time of the
 hypothetical sale. If the cash flows from the casino property are not
 sufficient to fund the ongoing operations during this period, the Trustee may
 have to lower expectations related to potential recovery value for the casino
 property and further reduce the recovery estimates contained in this
 Liquidation Analysis.

 
	
  

 	
  

 	
  

 
	
           The
 Debtors estimate that the value which would be generated by selling the
 business as a going concern on a forced sale basis would approximate $300
 million to $350 million. This is

 



3









	
  

 	
  

 	
  

 
	
 supported by apparent
 multiples in a recent comparable transaction. The mid-point of this range of
 value ($325 million) approximates a 40% discount from the mid-point of the
 estimated range of reorganization value ($540 million) of the Debtors’ assets.

 
	
  

 	
  

 	
  

 
	
 V.

 	
 Asset-by-Asset
 Liquidation Scenario

 
	
  

 	
  

 	
  

 
	
  

 	
 A

 	
 Cash and Cash Equivalents

 
	
  

 	
  

 	
  

 
	
           Cash
 in the operating account or bank account is assumed to be recovered at 100%
 of the stated value. Cash held on the casino floor and in the cages is
 assumed to be recovered at 100% less an estimated $201,000 for payment to
 dealers for dealer tips held by the casino.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Accounts and Notes
 Receivable

 
	
  

 	
  

 	
  

 
	
           Estimated
 recoveries on accounts and notes receivable recovery is based upon a detailed
 review of the Debtors’ trial balances, specifically those relating to
 accounts and notes receivable. The Debtors and their professionals assumed
 the Debtors would collect substantially all outstanding accounts and notes
 receivable from institutional organizations, and would recover between 0% and
 50% of outstanding receivables from patrons and lease holders.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Inventory, Prepaid, and
 Other Current Assets

 
	
  

 	
  

 	
  

 
	
           This
 scenario assumes that there would be zero recovery on inventory as it
 generally relates to Greektown Casino-designated supplies and perishable
 inventory. This scenario also assumes that all prepaid and other assets are
 fully amortized by the completion of the liquidation and would have zero
 recovery.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Property and Equipment

 
	
  

 	
  

 	
  

 
	
           This
 scenario assumes that the Debtors’ property and equipment would be sold in a
 situation where there is no operating casino. Accordingly, the Debtor’s
 believe this would drastically reduce the value which could be generated in a
 liquidation sale. The casino facility is a single use type facility in a city
 and region which is economically depressed. In the absence of an operating
 casino, the hotel and parking garage would both lose their primary draw to
 attract customers. While it is exceedingly difficult to estimate the
 liquidation proceeds which could be generated from these assets, the Debtors
 and their professionals have estimated that the proceeds generated would
 approximate 5% to 10% of cost which would generate proceeds in the range of
 $29 million to $58 million. This estimate factors in the estimated carrying
 costs of holding the assets until they are sold in six months. These carrying
 costs would include, but are not limited to, insurance, utilities and
 property taxes.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Other Assets

 
	
  

 	
  

 	
  

 
	
           This
 analysis assumes that the financing fees and deferred Michigan Business Tax
 assets would be folly amortized or otherwise written off by the completion of
 the liquidation and would

 



4









	
  

 	
  

 	
  

 
	
 therefore have zero
 recovery. The analysis also assumes that Greektown Casino would be able to
 sell its liquor license for approximately $9,000 to $12,000, or 30% to 40% of
 book value.

 
	
  

 	
  

 	
  

 
	
 VI.

 	
 Estimated
 Recoveries

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 DIP Facilities

 
	
  

 	
  

 	
  

 
	
           The
 DIP facilities are estimated to approximate $197 million in total as of
 December 31, 2009. The forced sale as a going concern scenario estimates that
 these claims would be satisfied in full in a Chapter 7 liquidation, while the
 asset-by-asset scenario estimates that these claims would receive between
 36-53% of their value in a Chapter 7 liquidation.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Administrative and
 Priority Claims

 
	
  

 	
  

 	
  

 
	
           Administrative
 and priority claims are estimated to approximate $27 million to $30 million
 as of December 31, 2009. Such claims include accrued and unpaid professional
 fees, post-petition accounts payable and accrued expenses, 503(b)(9) claims,
 DIP facility exit fees, and estimated liabilities to taxing authorities. The
 forced sale as a going concern scenario estimates that these claims would be
 satisfied in full in a Chapter 7 liquidation, while the asset-by-asset
 scenario estimates that there would be insufficient liquidation proceeds for
 any recovery related to these claims in a Chapter 7 liquidation.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Pre-Petition Secured Debt

 
	
  

 	
  

 	
  

 
	
           Pre-petition
 secured debt is estimated to approximate $354 million as of December 31,
 2009. The pre-petition secured debt includes the revolving credit facility,
 term loans, letter of credit draws, swap agreement termination values, and
 accrued but unpaid adequate protection payments. The forced sale scenario
 estimates that these claims would receive between 19-34% of their value in a
 Chapter 7 liquidation, while the asset-by-asset scenario estimates that there
 would be insufficient liquidation proceeds for any recovery related to these
 claims in a Chapter 7 liquidation.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 All Other Classes of
 Claims

 
	
  

 	
  

 	
  

 
	
           Both
 liquidation scenarios estimate that there would be insufficient liquidation
 proceeds for any recovery related to these claims in a Chapter 7 liquidation.

 



5







	
  

 	
  

 
	
 GREEKTOWN HOLDINGS, LLC, ET AL.

 	
 FORCED SALE APPROACH

 
	
 HYPOTHETICAL
 LIQUIDATION ANALYSIS 

 	
  

 
	
 AS OF DECEMBER
 31, 2009

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Projected 12/31/09

 	
  

 	
 Chapter 7 Liquidation 

 Recovery

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
 Description

 	
  

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 STATEMENT
 OF ASSETS

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current Assets

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash - Operating
 Account

 	
  

 	
  

 	
 24,391

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash - Casino,
 Other

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Accounts and
 Notes Receivable

 	
  

 	
  

 	
 7,137

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Inventories

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Prepaids / Other

 	
  

 	
  

 	
 18,776

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Current
 Assets

 	
  

 	
  

 	
 65,819

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Property,
 Building and Equipment

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Subtotal

 	
  

 	
  

 	
 580,684

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Less:
 Accumulated D&A

 	
  

 	
  

 	
 (149,067

 	
 )

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Property,
 Building and Equipment, Net

 	
  

 	
  

 	
 431,617

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Other Assets

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Financing Fees,
 Net

 	
  

 	
  

 	
 9,598

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Deposits and
 Other Assets

 	
  

 	
  

 	
 30

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Deferred MBT

 	
  

 	
  

 	
 1,236

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Other
 Assets

 	
  

 	
  

 	
 10,864

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Assets

 	
  

 	
  

 	
 508,301

 	
  

 	
  

 	
 300,000

 	
  

 	
  

 	
 350,000 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Non-core parking
 lots and garage

 	
  

 	
  

 	
 49,992

 	
  

 	
  

 	
 7,900

 	
  

 	
  

 	
 11,850 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Assets

 	
  

 	
  

 	
 558,293

 	
  

 	
  

 	
 307,900

 	
  

 	
  

 	
 361,850 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated Costs
 of Chapter 7 Liquidation

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Chapter 7
 Trustee Fees

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 9,237

 	
  

 	
  

 	
 10,856 

 	
  

 
	
 Chapter 7
 Professional Fees

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 3,000

 	
  

 	
  

 	
 3,000 

 	
  

 
	
 Retention Pay

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 1,000

 	
  

 	
  

 	
 1,000 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Estimated
 Costs of Liquidation

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 13,237

 	
  

 	
  

 	
 14,856 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated Asset
Value Available for Distribution 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 294,663

 	
  

 	
  

 	
 346,995 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
 DIP Loans

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Traunch A
 (Construction Line)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 140,866

 	
  

 	
  

 	
 140,866 

 	
  

 
	
 Traunch A-1
 (Construction Line)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 22,350

 	
  

 	
  

 	
 22,350 

 	
  

 
	
 Traunch B
 (Operating Line)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 15,655

 	
  

 	
  

 	
 15,655 

 	
  

 
	
 Traunch B-1
 (Operating Line)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 18,597

 	
  

 	
  

 	
 18,597 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DIP Loans

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 197,468

 	
  

 	
  

 	
 197,468 

 	
  

 
	
 Liquidation
 Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 294,663

 	
  

 	
  

 	
 346,995 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess
 (Deficiency) on DIP Loans

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 97,195

 	
  

 	
  

 	
 149,527 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
 Administrative
 and Priority Claims

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Accrued and
 unpaid professional fees

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 3,791

 	
  

 	
  

 	
 3,791 

 	
  

 
	
 Post-petition
 A/P and accrued expenses

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 19,681

 	
  

 	
  

 	
 19,681 

 	
  

 
	
 503b9 claims

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 300

 	
  

 	
  

 	
 300 

 	
  

 
	
 DIP Exit Fee

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 2,300

 	
  

 	
  

 	
 2,300 

 	
  

 
	
 Taxing
 Authorities

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 3,079

 	
  

 	
  

 	
 3,619 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Administrative
 and Priority Claims

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 29,151

 	
  

 	
  

 	
 29,691 

 	
  

 
	
 Liquidation
 Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 97,195

 	
  

 	
  

 	
 149,527 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess
 (Deficiency) on Administrative and Priority Claims

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 68,044

 	
  

 	
  

 	
 119,836 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 



6









	
  

 	
  

 
	
 GREEKTOWN HOLDINGS, LLC, ET AL.

 	
 FORCED SALE APPROACH

 
	
 HYPOTHETICAL
 LIQUIDATION ANALYSIS 

 	
  

 
	
 AS OF DECEMBER
 31, 2009

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Projected 12/31/09

 	
  

 	
 Chapter 7 Liquidation 

 Recovery

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
 Description

 	
  

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pre-Petition Secured Debt

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Revolver

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 75,072

 	
  

 	
  

 	
 75,072 

 	
  

 
	
 Term Loan B

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 157,958

 	
  

 	
  

 	
 157,958 

 	
  

 
	
 Incremental Term
 B

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 31,542

 	
  

 	
  

 	
 31,542 

 	
  

 
	
 L/C’s Drawn re:
 EDC Bonds

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 49,394

 	
  

 	
  

 	
 49,394 

 	
  

 
	
 Wachovia Swap
 Termination

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 9,270

 	
  

 	
  

 	
 9,270 

 	
  

 
	
 Wells Fargo Swap
 Termingation

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 2,750

 	
  

 	
  

 	
 2,750 

 	
  

 
	
 Adequate
 Protection

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 28,050

 	
  

 	
  

 	
 28,050 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pre-Petition Secured Debt

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 354,036

 	
  

 	
  

 	
 354,036 

 	
  

 
	
 Liquidation
 Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 68,044

 	
  

 	
  

 	
 119,836 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess (Deficiency) on Pre-Petition Secured Debt

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (285,992

 	
 )

 	
  

 	
 (234,200 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated Trade
 and General Unsecured Claims against Casino

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 72,304

 	
  

 	
  

 	
 72,304 

 	
  

 
	
 Liquidation
 Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess
 (Deficiency) on Trade and General Unsecured Claims against Casino

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (72,304

 	
 )

 	
  

 	
 (72,304 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Senior Notes

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 194,927

 	
  

 	
  

 	
 194,927 

 	
  

 
	
 Liquidation
 Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess (Deficiency) on Senior Notes

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (194,927

 	
 )

 	
  

 	
 (194,927 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monroe / Kewadin Creditors

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 76,366

 	
  

 	
  

 	
 76,366 

 	
  

 
	
 Liquidation Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess (Deficiency) to Monroe / Kewadin Creditors

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (76,366

 	
 )

 	
  

 	
 (76,366 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 



7









	
  

 	
  

 
	
 GREEKTOWN HOLDINGS, LLC, ET AL.

 	
 FORCED SALE APPROACH

 
	
 HYPOTHETICAL
 LIQUIDATION ANALYSIS 

 	
  

 
	
 AS OF DECEMBER
 31, 2009

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Amount
 of Claim

 	
  

 	
 Estimated
 Recovery

 	
  

 	
 Estimated
 Recovery %

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Description

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DIP Loans

 	
  

 	
  

 	
 197,468

 	
  

 	
  

 	
 197,468

 	
  

 	
  

 	
 197,468

 	
  

 	
  

 	
 197,468

 	
  

 	
  

 	
 100.0

 	
 %

 	
  

 	
 100.0
 

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated Administrative
 and Priority Claims

 	
  

 	
  

 	
 29,151

 	
  

 	
  

 	
 29,691

 	
  

 	
  

 	
 29,151

 	
  

 	
  

 	
 29,691

 	
  

 	
  

 	
 100.0

 	
 %

 	
  

 	
 100.0
 

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pre-Petition Secured Debt

 	
  

 	
  

 	
 354,036

 	
  

 	
  

 	
 354,036

 	
  

 	
  

 	
 68,044

 	
  

 	
  

 	
 119,836

 	
  

 	
  

 	
 19.2

 	
 %

 	
  

 	
 33.8
 

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated Allowed Trade and General Unsecured Claims against Casino

 	
  

 	
  

 	
 72,304

 	
  

 	
  

 	
 72,304

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0.0

 	
 %

 	
  

 	
 0.0
 

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Senior Notes

 	
  

 	
  

 	
 194,927

 	
  

 	
  

 	
 194,927

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0.0

 	
 %

 	
  

 	
 0.0
 

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monroe / Kewadin Creditors

 	
  

 	
  

 	
 76,366

 	
  

 	
  

 	
 76,366

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0.0

 	
 %

 	
  

 	
 0.0
 

 	
 %

 



8









	
  

 	
  

 
	
 GREEKTOWN HOLDINGS, LLC, ET AL.

 	
 ASSET BY ASSET APPROACH

 
	
 HYPOTHETICAL
 LIQUIDATION ANALYSIS 

 	
  

 
	
 AS OF DECEMBER
 31, 2009

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Projected 12/31/09

 	
  

 	
 Chapter 7 Liquidation 

 Recovery

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
 Description

 	
  

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 STATEMENT OF ASSETS

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current Assets

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash - Operating Account

 	
  

 	
  

 	
 24,391

 	
  

 	
  

 	
 24,391

 	
  

 	
  

 	
 24,391
 

 	
  

 
	
 Cash - Casino, Other

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 14,799

 	
  

 	
  

 	
 14,799 

 	
  

 
	
 Accounts and Notes Receivable

 	
  

 	
  

 	
 7,137

 	
  

 	
  

 	
 1,611

 	
  

 	
  

 	
 2,641 

 	
  

 
	
 Inventories

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
 Prepaids / Other

 	
  

 	
  

 	
 18,776

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Current Assets

 	
  

 	
  

 	
 65,819

 	
  

 	
  

 	
 40,801

 	
  

 	
  

 	
 41,831 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Property, Building and Equipment

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Subtotal

 	
  

 	
  

 	
 580,684

 	
  

 	
  

 	
 29,034

 	
  

 	
  

 	
 58,068
 

 	
  

 
	
 Less: Accumulated D&A

 	
  

 	
  

 	
 (149,067

 	
 )

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Property, Building and Equipment, Net

 	
  

 	
  

 	
 431,617

 	
  

 	
  

 	
 29,034

 	
  

 	
  

 	
 58,068
 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Other Assets

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Financing Fees, Net

 	
  

 	
  

 	
 9,598

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
 Deposits and Other Assets

 	
  

 	
  

 	
 30

 	
  

 	
  

 	
 9

 	
  

 	
  

 	
 12 

 	
  

 
	
 Deferred MBT

 	
  

 	
  

 	
 1,236

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Other Assets

 	
  

 	
  

 	
 10,864

 	
  

 	
  

 	
 9

 	
  

 	
  

 	
 12 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Assets

 	
  

 	
  

 	
 508,301

 	
  

 	
  

 	
 69,844

 	
  

 	
  

 	
 99,911 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Non-core parking lots and garage

 	
  

 	
  

 	
 49,992

 	
  

 	
  

 	
 7,900

 	
  

 	
  

 	
 11,850 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Assets

 	
  

 	
  

 	
 558,293

 	
  

 	
  

 	
 77,744

 	
  

 	
  

 	
 111,761 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated Costs of Chapter 7 Liquidation

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Chapter 7 Trustee Fees

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 2,332

 	
  

 	
  

 	
 3,353 

 	
  

 
	
 Chapter 7 Professional Fees

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 3,000

 	
  

 	
  

 	
 3,000 

 	
  

 
	
 Retention Pay

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 500

 	
  

 	
  

 	
 500 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Estimated Costs of Liquidation

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 5,832

 	
  

 	
  

 	
 6,853 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated Asset Value Available for Distribution 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 71,911

 	
  

 	
  

 	
 104,908
 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
 DIP Loans

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Traunch A (Construction Line)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 140,866

 	
  

 	
  

 	
 140,866 

 	
  

 
	
 Traunch A-1 (Construction Line)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 22,350

 	
  

 	
  

 	
 22,350
 

 	
  

 
	
 Traunch B (Operating Line)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 15,655

 	
  

 	
  

 	
 15,655 

 	
  

 
	
 Traunch B-l (Operating Line)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 18,597

 	
  

 	
  

 	
 18,597 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DIP Loans

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 197,468

 	
  

 	
  

 	
 197,468 

 	
  

 
	
 Liquidation Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 71,911

 	
  

 	
  

 	
 104,908 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess (Deficiency) on DIP Loans

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (125,556

 	
 )

 	
  

 	
 (92,560
 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Administrative and Priority Claims

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Accrued and unpaid professional fees

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 3,791

 	
  

 	
  

 	
 3,791 

 	
  

 
	
 Post-petition A/P and accrued expenses

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 19,681

 	
  

 	
  

 	
 19,681 

 	
  

 
	
 503b9 claims

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 300

 	
  

 	
  

 	
 300 

 	
  

 
	
 DIP Exit Fee

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 2,300

 	
  

 	
  

 	
 2,300
 

 	
  

 
	
 Taxing Authorities

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 777

 	
  

 	
  

 	
 1,118
 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Administrative and Priority Claims

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 26,849

 	
  

 	
  

 	
 27,190 

 	
  

 
	
 Liquidation Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess (Deficiency) on Administrative and Priority Claims

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (26,849

 	
 )

 	
  

 	
 (27,190
 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 



9









	
  

 	
  

 
	
 GREEKTOWN HOLDINGS, LLC, ET AL.

 	
 ASSET BY ASSET APPROACH

 
	
 HYPOTHETICAL
 LIQUIDATION ANALYSIS

 	
  

 
	
 AS OF DECEMBER 31, 2009

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Projected 12/31/09

 	
  

 	
 Chapter 7 Liquidation 

 Recovery

 	
  

 
	
  

 	
  

 	
  

 	

 


 	
  

 
	
 Description

 	
  

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pre-Petition Secured Debt

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Revolver

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 75,072

 	
  

 	
  

 	
 75,072
 

 	
  

 
	
 Term Loan B

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 157,958

 	
  

 	
  

 	
 157,958
 

 	
  

 
	
 Incremental Term B

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 31,542

 	
  

 	
  

 	
 31,542
 

 	
  

 
	
 L/C’s Drawn re: EDC Bonds

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 49,394

 	
  

 	
  

 	
 49,394
 

 	
  

 
	
 Wachovia Swap Termination

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 9,270

 	
  

 	
  

 	
 9,270
 

 	
  

 
	
 Wells Fargo Swap Termingation

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 2,730

 	
  

 	
  

 	
 2,750
 

 	
  

 
	
 Adequate Protection

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 28,050

 	
  

 	
  

 	
 28,050
 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pre-Petition Secured Debt

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 354,036

 	
  

 	
  

 	
 354,036
 

 	
  

 
	
 Liquidation Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess (Deficiency) on
 Pre-Petition Secured Debt

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (354,036

 	
 )

 	
  

 	
 (354,036
 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated Trade and General
 Unsecured Claims against Casino

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 72,304

 	
  

 	
  

 	
 72,304
 

 	
  

 
	
 Liquidation Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess (Deficiency) on
 Trade/General Unsecured Claims against Casino

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (72,304

 	
 )

 	
  

 	
 (72,304
 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Senior Notes

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 194,927

 	
  

 	
  

 	
 194,927
 

 	
  

 
	
 Liquidation Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess (Deficiency) on Senior
 Notes

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (194,927

 	
 )

 	
  

 	
 (194,927
 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monroe / Kewadin Creditors

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 76,366

 	
  

 	
  

 	
 76,366
 

 	
  

 
	
 Liquidation Proceeds Available

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Excess (Deficiency) to Monroe /
 Kewadin Creditors

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 (76,366

 	
 )

 	
  

 	
 (76,366
 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
												



10









	
  

 	
  

 
	
 GREEKTOWN HOLDINGS, LLC, ET AL.

 	
 ASSET BY ASSET APPROACH

 
	
 HYPOTHETICAL
 LIQUIDATION ANALYSIS

 	
  

 
	
 AS OF DECEMBER 31, 2009

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Amount
 of Claim

 	
  

 	
 Estimated
 Recovery

 	
  

 	
 Estimated
 Recovery %

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Description

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 	
 Low

 	
  

 	
 High

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DIP
 Loans

 	
  

 	
  

 	
 197,468

 	
  

 	
  

 	
 197,468

 	
  

 	
  

 	
 71,911

 	
  

 	
  

 	
 104,908

 	
  

 	
  

 	
 36.4

 	
 %

 	
  

 	
 53.1

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated
 Administrative and Priority Claims

 	
  

 	
  

 	
 26,849

 	
  

 	
  

 	
 27,190

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0.0

 	
 %

 	
  

 	
 0.0

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pre-Petition
 Secured Debt

 	
  

 	
  

 	
 354,036

 	
  

 	
  

 	
 354,036

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0.0

 	
 %

 	
  

 	
 0.0

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Estimated
 Allowed Trade and General
 Unsecured Claims against Casino

 	
  

 	
  

 	
 72,304

 	
  

 	
  

 	
 72,304

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0.0

 	
 %

 	
  

 	
 0.0

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Senior
 Notes

 	
  

 	
  

 	
 194,927

 	
  

 	
  

 	
 194,927

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0.0

 	
 %

 	
  

 	
 0.0

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monroe / Kewadin Creditors

 	
  

 	
  

 	
 76,366

 	
  

 	
  

 	
 76,366

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0

 	
  

 	
  

 	
 0.0

 	
 %

 	
  

 	
 0.0

 	
 %

 



11






EXHIBIT C


TO


DISCLOSURE STATEMENT

FOR THE SECOND AMENDED JOINT PLANS OF REORGANIZATION PROPOSED

BY NOTEHOLDER PLAN PROPONENTS

INCLUDING OFFICIAL COMMITTEE OF UNSECURED CREDITORS

AND INDENTURE TRUSTEE







Corporate Structure as of the Petition Date





 1







EXHIBIT D 


TO


DISCLOSURE STATEMENT

FOR THE SECOND AMENDED JOINT PLANS OF REORGANIZATION PROPOSED

BY NOTEHOLDER PLAN PROPONENTS

INCLUDING OFFICIAL COMMITTEE OF UNSECURED CREDITORS

AND INDENTURE TRUSTEE





Summary Valuation Analysis for Disclosure
Statement


          The
valuation analysis is based upon certain data and information that was
available to Charles S. Edelman LLC (“Edelman LLC”). expert for the
Committee, from public sources or that was provided to Edelman LLC by the
Debtors, XRoads Solutions Group, LLC (a consultant retained by the Committee, “XRoads”),
the Committee, or their representatives prior to October 16, 2009. Neither
Edelman LLC nor the Noteholder Plan Proponents make representations as to
changes to such data and information as may have occurred since the dates of
such information.


          In
preparing the Valuation Analysis, Edelman LLC, among other things: (i) reviewed
various documents and pleadings in the Chapter 11 cases; (ii) reviewed the
operations and historical financial performance of the Debtors including
year-to-date results related to various forecasts prepared by the Debtors;
(iii) reviewed financial forecasts prepared by the Debtors, including the
Greektown Model v149 (the “Greektown Financial Projections”), and XRoads
dated as of October 16, 2009 (the “XRoads Financial Projections”); (iv)
analyzed current market conditions and general trends in the Detroit gaming
market and the gaming industry in general; (v) analyzed the performance,
financial information and market position of the Debtors relative to certain
competitors and/or similar publicly traded companies; (vi) reviewed various
securities analyst research reports on the gaming industry; (vii) analyzed
precedent transactions in the gaming industry to determine the prices that were
paid for assets or companies similar to the Debtors’ assets or operations; and
(viii) reviewed such other information and performed such other analyses as
Edelman LLC deemed appropriate.


          Edelman
LLC assumed, without independent verification, the accuracy and completeness of
all the financial and other information available to it from public sources or
as provided to Edelman LLC by the Committee, XRoads, the Debtors or their
representatives. Edelman LLC did not make any independent evaluation or
appraisal of the Debtors’ assets, nor did Edelman LLC independently verify any
of the information it reviewed. Edelman LLC has assumed that the Greektown
Financial Projections supplied by the Debtors and the XRoads Financial
Projections supplied by XRoads and the Committee were reasonably prepared on
bases reflecting the best estimates and good faith judgment of the Debtors and
XRoads and the Committee, respectively, as to the future operating and
financial performance of the Debtors as of the date of their preparation, and
that the Debtors, XRoads and the Committee have informed Edelman LLC of all
known circumstances occurring since such date that could make the Financial
Projections incomplete or misleading. Edelman LLC conducted the Valuation Analysis
with the explicit understanding that it is based on standards of assessment,
including economic, political, legal, and other conditions, in existence as of
the date of the Valuation Analysis that are beyond Edelman LLC’s or the
Debtors’ control. Such standards of assessment may change in the future, and
such changes could have a material impact on the valuation of the Debtors set
forth in this Disclosure Statement. To the extent the Valuation Analysis is
dependent upon the Debtors’ achievement of the Greektown Financial Projections
and the XRoads Financial Projections, and the assumption that the general
economic, financial, and market conditions as of the Effective Date will not
differ materially from those prevailing as of October 16, 2009, the Valuation
Analysis must be considered speculative. Edelman LLC disclaims any
responsibility for any impact any such change may have on the assessment of the
valuation of the Debtors set forth in the Plan.


 1





          THE ENTERPRISE VALUATION RANGE PRESENTED BELOW REFLECTS
WORK PERFORMED BY EDELMAN LLC ON THE BASIS OF INFORMATION AVAILABLE TO EDELMAN
LLC AS OF OCTOBER 16, 2009. IN ADDITION, THE PROJECTIONS USED TO DEVELOP THE
VALUATION ANALYSIS ASSUME THAT GENERAL ECONOMIC, FINANCIAL, AND MARKET
CONDITIONS WILL NOT DIFFER MATERIALLY FROM THOSE CONDITIONS PREVAILING AS OF
THE DATE OF THE VALUATION ANALYSIS. ALTHOUGH SUBSEQUENT DEVELOPMENTS MAY AFFECT
EDELMAN LLC’S CONCLUSIONS, EDELMAN LLC HAS NO OBLIGATION TO UPDATE, REVISE OR
REAFFIRM ITS ESTIMATES.


          The
Valuation Analysis is based upon data and information as of October 16, 2009.
Neither Edelman LLC nor the Noteholder Plan Proponents make representations as
to changes to such data and information that may have occurred since that date.


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Valuation Methodology

 



          Edelman
LLC performed a variety of analyses and considered a variety of factors in
preparing its estimated range of the reorganized Debtors enterprise value.
Edelman LLC primarily relied on three methodologies to estimate the value of
the reorganized Debtors based on the financial projections described under the
Greektown Financial Projections which were prepared by the management of the
Debtors and the XRoads Financial Projections which were prepared by XRoads,
respectively: (i) a calculation of the present value of projected free cash
flows and a terminal value, using a range of discount rates (the “Discounted
Cash Flow Analysis”); (ii) a comparison of the financial data of the
reorganized Debtors with comparable publicly traded gaming companies (the “Comparable
Companies Analysis”); and (iii) an analysis of comparable valuations
indicated by precedent mergers and acquisitions transactions in the gaming
industry (the “Precedent Transactions Analysis”).


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A.

 	
 Discounted
 Cash Flow Analysis

 



          The
Discounted Cash Flow Analysis (“DCF”) valuation methodology relates the value
of an asset or business to the present value of expected future cash flows to
be generated by that asset or business. The DCF methodology is a “forward
looking” approach that discounts expected future cash flows by a risk-adjusted
cost of capital (the “WACC”). The expected future cash flows have two
components: the present value of the projected unlevered free cash flows over
the projection period and the present value of the terminal value (representing
firm value of future cash flows beyond the projection period using terminal
values. calculated by applying a multiple to the final projected EBITDA and
discounting those values to the present using the WACC). This approach yielded
a range of estimated values for the reorganized Debtors of $618.5 million to
$706.0 million utilizing the Greektown Financial Projections and $711.0 million
to $810.9 million utilizing the XRoads Financial Projections.  


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 B.

 	
 Comparable
 Companies Analysis

 



          The
Comparable Companies Analysis involves identifying a group of publicly traded
companies whose businesses are generally similar to those of the Reorganized
Debtors and then calculating ratios of enterprise value to EBITDA of these
companies based upon the value of


2





such
companies’ securities. Criteria for selecting comparable companies include,
among other relevant characteristics, similar lines of business, business
risks, growth prospects, business maturity, market presence, and size and scale
of operations. Based upon this approach, Edelman LLC determined a range of
estimated values for the reorganized Debtors of $628.6 million to $664.5
million utilizing the Greektown Financial Projections and $659.1 million to $696.8
million utilizing the XRoads Financial Projections.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 C.

 	
 Precedent
 Transactions Analysis

 



          The
Precedent Transactions Analysis estimates value by examining merger and
acquisition transactions. The valuations paid in such acquisitions or implied
in such mergers were analyzed as ratios of various financial results. These
transaction multiples are calculated based on the purchase price (including any
debt assumed) paid to acquire companies that are generally comparable to the
Debtors. Based upon this approach, Edelman LLC determined a range of estimated
values for the reorganized Debtors of $635.9 million to $724.2 million
utilizing the Greektown Financial Projections and $662.6 million to $754.6
million utilizing the XRoads Financial Projections.


          The
analyses performed by Edelman LLC indicates that the estimated reorganization
value of the reorganized Debtors is a hypothetical range of $626.7 million to
$696.2 million with a mid-point estimate of $662.7 million, utilizing the
Greektown Financial Projections, and a hypothetical range of $677.6 million to
$754.1 million with a mid-point estimate of $715.6 million, utilizing the
XRoads Financial Projections.


          THE VALUATION INFORMATION CONTAINED IN THIS SECTION IS
NOT A PREDICTION OR GUARANTEE OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED
THROUGH THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN. THIS
VALUATION ANALYSIS DOES NOT CONSTITUTE A RECOMMENDATION TO ANY HOLDER OF
ALLOWED CLAIMS AS TO HOW SUCH PERSON SHOULD VOTE OR OTHERWISE ACT WITH RESPECT
TO THE PLAN.


          Edelman
LLC’s estimates of value of the reorganized Debtors do not purport to be
appraisals, nor do they necessarily reflect the values that might be realized
if the Debtors sold their assets. These estimates assume that the reorganized
Debtors will continue as the owners and operators of their businesses and
assets and that such businesses and assets are operated in accordance with the
reorganized Debtors’ existing business plan.


          Edelman
LLC’s estimates are not entirely mathematical, but rather involve complex
considerations and subjective judgments concerning various factors that could
affect the value of an operating business. Moreover, the value of an operating
business is subject to uncertainties and contingencies that are difficult to
predict and will fluctuate with changes in factors affecting the financial
conditions and prospects of such a business. As a result, Edelman LLC’s
estimates are not intended to be, nor should they be interpreted to be,
indicative of actual outcomes, which may be significantly more or less
favorable than those set forth in the Plan. Because such estimates are
inherently subject to uncertainties, the Debtors, Edelman LLC, and any other
party do not assume responsibility for the accuracy of such estimates.
Depending on the results of the


3






Debtors’ operations or changes in the economy or the
financial markets in general, Edelman LLC’s estimates performed as of the
Effective Date may differ materially.


          In
addition, the value of the newly issued securities is subject to additional uncertainties
and contingencies, all of which are difficult to predict. Actual market prices
of such securities at issuance will depend upon, among other things, prevailing
interest rates, conditions in the financial markets, the anticipated initial
securities held by creditors, some of which may prefer to liquidate rather than
hold on a long term basis, and other factors that generally influence the price of securities. Other factors, many of which
are not possible to predict, may also affect actual market prices of
such securities. Accordingly, the implied value estimated by Edelman LLC does
not necessarily reflect, and should not be construed as reflecting, values that
will be attained in the public or private markets.


          These
estimated ranges of values represent hypothetical ranges that reflect the
estimated intrinsic value of the Debtors derived through the application of
various valuation methodologies. The value
ascribed in Edelman LLC’s estimates does not purport to be an estimate
of post-reorganization market trading value, and such trading value may be
materially different from the reorganization value ranges associated with
Edelman LLC’s estimates. There can be no assurance that a trading market will
develop for the new securities issued pursuant to the Plan, and Edelman LLC does not provide such assurance. Edelman LLC’s
estimates are based on economic, market, financial, and other conditions
as they exist on, and on the information
made available as of, the date of the Valuation Analysis. It should be
understood that, although subsequent developments may affect Edelman
LLC’s conclusions, Edelman LLC does not have any obligation to update, revise,
or reaffirm its analysis, and it does not intend to do so.


          The
summary set forth above does not purport to be a complete description of the Valuation Analysis performed by Edelman LLC. The
preparation of an estimate involves various determinations as to the
most appropriate and relevant methods of financial analysis and the application
of these methods in the particular circumstances and, therefore, such an
estimate is not readily susceptible to summary description.


          IN
LIGHT OF THE FOREGOING, THE VALUATION ANALYSIS OF THE REORGANIZED DEBTORS’ PREPARED BY EDELMAN LLC
REPRESENTS THE HYPOTHETICAL RANGE OF
VALUES AND IS BASED ON THE ASSUMPTIONS CONTAINED
HEREIN. SUCH ESTIMATES REFLECT COMPUTATIONS OF THE HYPOTHETICAL RANGE OF VALUES
OF THE REORGANIZED DEBTORS THROUGH THE
APPLICATION OF VARIOUS GENERALLY ACCEPTED VALUATION TECHNIQUES AND DO NOT PURPORT TO REFLECT OR
CONSTITUTE APPRAISALS, LIQUIDATION VALUES, OR ESTIMATES OF THE ACTUAL MARKET
VALUE THAT MAY BE REALIZED THROUGH THE
SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, WHICH MAY BE
SIGNIFICANTLY DIFFERENT THAN THE AMOUNTS SET FORTH HEREIN.


          THE
VALUE OF AN OPERATING BUSINESS IS SUBJECT TO NUMEROUS UNCERTAINTIES AND CONTINGENCIES WHICH ARE
DIFFICULT OR IMPOSSIBLE TO PREDICT,
AND WILL FLUCTUATE WITH CHANGES IN FACTORS AFFECTING


4





THE FINANCIAL CONDITION AND
PROSPECTS OF SUCH A BUSINESS. AS A RESULT,
THE ESTIMATE OF THE RANGE OF VALUES OF THE REORGANIZED DEBTORS SET FORTH
HEREIN IS NOT INDICATIVE OF ACTUAL OUTCOMES, WHICH MAY BE SIGNIFICANTLY MORE OR LESS FAVORABLE THAN THOSE SET FORTH HEREIN. BECAUSE SUCH ESTIMATES ARE INHERENTLY
SUBJECT TO UNCERTAINTIES, NEITHER THE
NOTEHOLDER PLAN PROPONENTS, EDELMAN LLC,
NOR ANY OTHER PERSON ASSUMES RESPONSIBILITY FOR THEIR ACCURACY. IN ADDITION, THE VALUATION OF NEWLY
ISSUED SECURITIES IS SUBJECT TO ADDITIONAL UNCERTAINTIES AND CONTINGENCIES,
ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT.


5





EXHIBIT E


TO


DISCLOSURE STATEMENT

FOR THE SECOND AMENDED JOINT PLANS OF REORGANIZATION
PROPOSED

BY NOTEHOLDER PLAN PROPONENTS

INCLUDING OFFICIAL COMMITTEE OF UNSECURED CREDITORS

AND INDENTURE TRUSTEE





Summary Valuation Analysis for
Disclosure Statement


          The
valuation analysis is based upon certain data and information that was
available to Charles S. Edelman LLC (“Edelman
LLC”), expert for the Committee, from public sources or that was
provided to Edelman LLC by the Debtors, XRoads Solutions Group, LLC (a
consultant retained by the Committee, “XRoads”), the Committee, or their
representatives prior to October 16, 2009. Neither Edelman LLC nor the
Noteholder Plan Proponents make representations as to changes to such data and
information as may have occurred since the dates of such information.


          In
preparing the Valuation Analysis, Edelman LLC, among other things: (i) reviewed
various documents and pleadings in the Chapter 11 cases; (ii) reviewed the
operations and historical financial performance of the Debtors including
year-to-date results related to various forecasts prepared by the Debtors;
(iii) reviewed financial forecasts prepared by the Debtors, including the Greektown
Model v149 (the “Greektown Financial Projections”), and XRoads dated as
of October 16, 2009 (the “XRoads Financial Projections”); (iv) analyzed
current market conditions and general trends in the Detroit gaming market and
the gaming industry in general; (v) analyzed the performance, financial
information and market position of the Debtors relative to certain competitors
and/or similar publicly traded companies; (vi) reviewed various securities
analyst research reports on the gaming industry; (vii) analyzed precedent
transactions in the gaming industry to determine the prices that were paid for
assets or companies similar to the Debtors’ assets or operations; and (viii)
reviewed such other information and performed such other analyses as Edelman
LLC deemed appropriate.


          Edelman
LLC assumed, without independent verification, the accuracy and completeness of
all the financial and other information available to it from public sources or
as provided to Edelman LLC by the Committee,
XRoads, the Debtors or their representatives. Edelman LLC did not make
any independent evaluation or appraisal of the Debtors’ assets, nor did Edelman
LLC independently verify any of the
information it reviewed. Edelman LLC has assumed that the Greektown
Financial Projections supplied by the Debtors and the XRoads Financial
Projections supplied by XRoads and the Committee were reasonably prepared on
bases reflecting the best estimates and good faith judgment of the Debtors and
XRoads and the Committee, respectively, as to the future operating and
financial performance of the Debtors as of the date of their preparation, and
that the Debtors, XRoads and the Committee have informed Edelman LLC of all
known circumstances occurring since such date that could make the Financial Projections
incomplete or misleading. Edelman LLC
conducted the Valuation Analysis with the explicit understanding that it
is based on standards of assessment, including economic, political, legal, and
other conditions, in existence as of the date of the Valuation Analysis that
are beyond Edelman LLC’s or the Debtors’ control. Such standards of assessment
may change in the future, and such changes could have a material impact on the
valuation of the Debtors set forth in this Disclosure
Statement. To the extent the Valuation Analysis is dependent upon the Debtors’ achievement
of the Greektown Financial Projections and the XRoads Financial Projections,
and the assumption that the general economic, financial, and market conditions
as of the Effective Date will not differ materially from those prevailing as of
October 16, 2009, the Valuation Analysis
must be considered speculative. Edelman LLC disclaims any responsibility for
any impact any such change may have on the assessment of the valuation
of the Debtors set forth in the Plan.


1





          THE
ENTERPRISE VALUATION RANGE PRESENTED BELOW REFLECTS WORK PERFORMED BY EDELMAN
LLC ON THE BASIS OF INFORMATION AVAILABLE TO
EDELMAN LLC AS OF OCTOBER 16, 2009. IN ADDITION, THE PROJECTIONS USED TO
DEVELOP THE VALUATION ANALYSIS ASSUME THAT GENERAL ECONOMIC, FINANCIAL, AND
MARKET CONDITIONS WILL NOT DIFFER MATERIALLY FROM THOSE CONDITIONS PREVAILING
AS OF THE DATE OF THE VALUATION ANALYSIS.
ALTHOUGH SUBSEQUENT DEVELOPMENTS MAY AFFECT EDELMAN LLC’S CONCLUSIONS,
EDELMAN LLC HAS NO OBLIGATION TO UPDATE, REVISE OR REAFFIRM ITS ESTIMATES.


          The
Valuation Analysis is based upon data and information as of October 16, 2009. Neither Edelman LLC nor
the Noteholder Plan Proponents make representations as to changes to such data and
information that may have occurred since that date.


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Valuation Methodology

 



          Edelman
LLC performed a variety of analyses and considered a variety of factors in
preparing its estimated range of the reorganized Debtors enterprise value. Edelman
LLC primarily relied on three methodologies to estimate the value of the
reorganized Debtors based on the financial projections described under the
Greektown Financial Projections which were prepared by the management of the
Debtors and the XRoads Financial Projections which were prepared by XRoads,
respectively: (i) a calculation of the present value of projected free cash
flows and a terminal value, using a range of discount rates (the “Discounted
Cash Flow Analysis”); (ii) a comparison of the financial data of the
reorganized Debtors with comparable publicly traded gaming companies (the “Comparable
Companies Analysis”); and (iii) an analysis of comparable valuations indicated by precedent
mergers and acquisitions transactions in the gaming industry (the “Precedent
Transactions Analysis”).


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Discounted
 Cash Flow Analysis

 



          The
Discounted Cash Flow Analysis (“DCF”) valuation methodology relates the value
of an
asset or business to the present value of expected future cash flows to be generated
by that asset or business. The DCF methodology is a “forward looking” approach
that discounts expected future cash flows by a risk-adjusted cost of capital (the
“WACC”). The expected future cash flows have two components: the present value of the projected
unlevered free cash flows over the projection period and the present value of
the terminal value (representing firm value of future cash flows beyond the
projection period using terminal values. calculated by applying a multiple to
the final projected EBITDA and discounting those values to the present using
the WACC). This approach yielded a range of estimated values for the
reorganized Debtors of $618.5 million to $706.0 million utilizing the Greektown
Financial Projections and $711.0 million to $810.9 million utilizing the XRoads
Financial Projections.  


	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Comparable
 Companies Analysis

 



          The
Comparable Companies Analysis involves identifying a group of publicly traded companies whose
businesses are generally similar to those of the Reorganized Debtors and then calculating ratios of
enterprise value to EBITDA of these companies based upon the value of


2





such companies’ securities.
Criteria for selecting comparable companies include, among other relevant
characteristics, similar lines of business, business risks, growth prospects,
business maturity, market presence, and size and scale of operations. Based
upon this approach, Edelman LLC determined a range of estimated values for the
reorganized Debtors of $628.6 million to $664.5 million utilizing the Greektown
Financial Projections and $659.1 million to $696.8 million utilizing the XRoads
Financial Projections.


	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Precedent Transactions Analysis

 



          The
Precedent Transactions Analysis estimates value by examining merger and acquisition
transactions. The valuations paid in such acquisitions or implied in such
mergers were analyzed as ratios of various
financial results. These transaction multiples are calculated based on
the purchase price (including any debt assumed) paid to acquire companies that
are generally comparable to the Debtors.
Based upon this approach, Edelman LLC determined a range of estimated
values for the reorganized Debtors of $635.9 million to $724.2 million
utilizing the Greektown Financial Projections and $662.6 million to $754.6
million utilizing the XRoads Financial Projections.


          The
analyses performed by Edelman LLC indicates that the estimated reorganization
value of the reorganized Debtors is a hypothetical range of $626.7 million to
$696.2 million with a mid-point estimate of $662.7 million, utilizing the
Greektown Financial Projections, and a hypothetical range of $677.6 million to
$754.1 million with a mid-point estimate of $715.6 million, utilizing the
XRoads Financial Projections.


          THE
VALUATION INFORMATION CONTAINED IN THIS SECTION IS NOT A PREDICTION OR
GUARANTEE OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH THE SALE OF
ANY SECURITIES TO BE ISSUED PURSUANT TO THE
PLAN. THIS VALUATION ANALYSIS DOES NOT CONSTITUTE A RECOMMENDATION TO
ANY HOLDER OF ALLOWED CLAIMS AS TO HOW SUCH PERSON SHOULD VOTE OR OTHERWISE ACT
WITH RESPECT TO THE PLAN.


          Edelman
LLC’s estimates of value of the reorganized Debtors do not purport to be
appraisals, nor do they necessarily reflect the values that might be realized
if the Debtors sold their assets. These estimates assume that the reorganized
Debtors will continue as the owners and operators of their businesses and
assets and that such businesses and assets are operated in accordance with the
reorganized Debtors’ existing business plan.


          Edelman
LLC’s estimates are not entirely mathematical, but rather involve complex
considerations and subjective judgments concerning various factors that could
affect the value of an operating business. Moreover, the value of an operating
business is subject to uncertainties and contingencies that are difficult to
predict and will fluctuate with changes in factors affecting the financial
conditions and prospects of such a business. As a result, Edelman LLC’s
estimates are not intended to be, nor should they be interpreted to be,
indicative of actual outcomes, which may be
significantly more or less favorable than those set forth in the Plan. Because
such estimates are inherently subject to uncertainties, the Debtors,
Edelman LLC, and any other party do not assume responsibility for the accuracy
of such estimates. Depending on the results of the


3






Debtors’
operations or changes in the economy or the financial markets in general,
Edelman LLC’s estimates performed as of the Effective Date may differ
materially.


          In
addition, the value of the newly issued securities is subject to additional uncertainties
and contingencies, all of which are difficult to predict. Actual market prices
of such securities at issuance will depend upon, among other things, prevailing
interest rates, conditions in the financial markets, the anticipated initial
securities held by creditors, some of which may prefer to liquidate rather than
hold on a long term basis, and other factors that generally influence the price of securities. Other factors, many of which
are not possible to predict, may also affect actual market prices of
such securities. Accordingly, the implied value estimated by Edelman LLC does
not necessarily reflect, and should not be construed as reflecting, values that
will be attained in the public or private markets.


          These
estimated ranges of values represent hypothetical ranges that reflect the
estimated intrinsic value of the Debtors derived through the application of
various valuation methodologies. The value
ascribed in Edelman LLC’s estimates does not purport to be an estimate
of post-reorganization market trading value, and such trading value may be
materially different from the reorganization value ranges associated with
Edelman LLC’s estimates. There can be no assurance that a trading market will
develop for the new securities issued pursuant to the Plan, and Edelman LLC does not provide such assurance. Edelman LLC’s
estimates are based on economic, market, financial, and other conditions
as they exist on, and on the information
made available as of, the date of the Valuation Analysis. It should be
understood that, although subsequent developments may affect Edelman
LLC’s conclusions, Edelman LLC does not have any obligation to update, revise,
or reaffirm its analysis, and it does not intend to do so.


          The
summary set forth above does not purport to be a complete description of the Valuation Analysis performed by Edelman LLC. The
preparation of an estimate involves various determinations as to the
most appropriate and relevant methods of financial analysis and the application
of these methods in the particular circumstances and, therefore, such an
estimate is not readily susceptible to summary description.


          IN
LIGHT OF THE FOREGOING, THE VALUATION ANALYSIS OF THE REORGANIZED DEBTORS’ PREPARED BY EDELMAN LLC
REPRESENTS THE HYPOTHETICAL RANGE OF
VALUES AND IS BASED ON THE ASSUMPTIONS CONTAINED
HEREIN. SUCH ESTIMATES REFLECT COMPUTATIONS OF THE HYPOTHETICAL RANGE OF VALUES
OF THE REORGANIZED DEBTORS THROUGH THE
APPLICATION OF VARIOUS GENERALLY ACCEPTED VALUATION TECHNIQUES AND DO NOT PURPORT TO REFLECT OR
CONSTITUTE APPRAISALS, LIQUIDATION VALUES, OR ESTIMATES OF THE ACTUAL MARKET
VALUE THAT MAY BE REALIZED THROUGH THE
SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, WHICH MAY BE
SIGNIFICANTLY DIFFERENT THAN THE AMOUNTS SET FORTH HEREIN.


          THE
VALUE OF AN OPERATING BUSINESS IS SUBJECT TO NUMEROUS UNCERTAINTIES AND CONTINGENCIES WHICH ARE
DIFFICULT OR IMPOSSIBLE TO PREDICT,
AND WILL FLUCTUATE WITH CHANGES IN FACTORS AFFECTING


4





THE FINANCIAL CONDITION AND PROSPECTS OF SUCH
A BUSINESS. AS A RESULT, THE
ESTIMATE OF THE RANGE OF VALUES OF THE REORGANIZED DEBTORS SET FORTH
HEREIN IS NOT INDICATIVE OF ACTUAL OUTCOMES, WHICH MAY BE SIGNIFICANTLY MORE OR LESS FAVORABLE THAN THOSE SET FORTH HEREIN. BECAUSE SUCH ESTIMATES ARE INHERENTLY
SUBJECT TO UNCERTAINTIES, NEITHER THE
NOTEHOLDER PLAN PROPONENTS, EDELMAN LLC,
NOR ANY OTHER PERSON ASSUMES RESPONSIBILITY FOR THEIR ACCURACY. IN ADDITION, THE VALUATION OF NEWLY
ISSUED SECURITIES IS SUBJECT TO ADDITIONAL UNCERTAINTIES AND CONTINGENCIES,
ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT.


5





Greektown - Valuation
Analysis for Disclosure Statement


The Valuation
Analysis is based upon certain data and information that was available to
Moelis from public sources or that was provided to Moelis by the Debtors or
their representatives as of June 30, 2009.
Neither Moelis nor the Debtors make representations as to changes to
such data and information as may have occurred since that date.


In preparing
the Valuation Analysis, Moelis, among other things: (i) conducted discussions
with the Debtors’ management and its professionals with respect to the Debtors’ business operations; (ii) reviewed
various documents and pleadings in the Chapter 11 cases; (iii) reviewed
the operations and historical financial performance of the Debtors; (iv)
reviewed financial forecasts prepared by the Debtors; (v) analyzed current
market conditions and general trends in the Detroit gaming market and the
gaming industry in general; (vi) analyzed the performance, financial
information and market position of the Debtors relative to certain competitors
and similar publicly traded companies; (vii) reviewed various research reports
on the gaming industry; (viii) analyzed precedent transactions in the gaming
industry to determine the prices that were paid for assets or companies similar
to the Debtors’ assets or company; and (ix) reviewed such other information and
performed such other analyses as Moelis deemed appropriate.


Moelis
assumed, without independent verification, the accuracy and completeness of all
the financial and other information available to it from public sources or as
provided to Moelis by the Debtors or their
representatives. Moelis did not make any independent evaluation or
appraisal of the Debtors’ assets, nor did Moelis independently verify any of the information it reviewed. Moelis has assumed
that the Financial Projections are true and that the Debtors or their
representatives reasonably prepared them on bases reflecting the best estimates and good faith judgment of the
Debtors’ management as to the future operating and financial performance
as of the date of their preparation, and that the Debtors have informed Moelis
of all known circumstances occurring since such date that could make the Financial Projections incomplete or
misleading. Moelis conducted the Valuation Analysis with the explicit
understanding that it is based on standards of assessment, including economic,
political, legal, and other conditions, in existence as of the date of the Valuation Analysis that are beyond
Moelis’s or the Debtors’ control. Such standards of assessment may
change in the future, and such changes could have a material impact on the
valuation of the Debtors set forth in this Disclosure Statement. To the extent the Valuation Analysis is dependent
upon the Debtors’ achievement of the Financial Projections, and the
assumption that the general economic, financial, and market conditions as of
the Effective Date will not differ materially from those prevailing as of June 30, 2009, the Valuation Analysis must
be considered speculative. Moelis disclaims any responsibility for any
impact any such change may have on the assessment of the valuation of the
Debtors set forth in the Plan.


The Financial
Projections used in the Valuation Analysis also assume that the general
economic, financial, and market conditions as of the Effective Date will not
differ materially from those conditions prevailing as of June 30, 2009.
Although subsequent


6





developments
may affect Moelis’s conclusions, Moelis does not have any obligation to update,
revise, or reaffirm its analysis following the confirmation hearing


1. Valuation
Methodology


Moelis
performed a variety of analyses and considered a variety of factors in
preparing its estimated range of the
reorganized Debtors enterprise value. Moelis primarily relied on three
principal methodologies to estimate the value of the reorganized Debtors, based
on the financial projections described under the Financial Projections which
were prepared by the Debtors’ management: (i) a calculation of the present
value of projected free cash flows and a terminal value, using a range of
discount rates based upon a calculated weighted average cost of capital
(“WACC”) (the “Discounted Cash Flow Analysis”); (ii) a comparison of the
financial data of the reorganized Debtors with comparable publicly traded
gaming companies (the “Comparable Company Analysis”); and (iii) an analysis of
comparable valuations indicated by precedent mergers and acquisitions
transactions in the gaming industry (the “Precedent Transactions Analysis”).


A. Discounted Cash Flow Analysis


The Discounted
Cash Flow Analysis (“DCF”) valuation methodology relates the value of an asset
or business to the present value of expected future cash flows to be generated
by that asset or business. The DCF
methodology is a “forward looking” approach that discounts expected future cash
flows by an estimated WACC. The expected future cash flows have two
components: the present value of the projected unlevered free cash flows for a
determined period and the present value of the terminal value of cash flows (representing firm value beyond the time horizon
of the projections). Based on the comparable statistics of the Debtors’ peer
group, Moelis calculated a WACC range of approximately 11.5% to 12.5%. Moelis
calculated the present value of all cash flows after 2013 using terminal
values. To do this, Moelis applied exit multiples ranging from 5.25x to 6.25x
to the reorganized Debtors’ 2013 estimated EBITDA to obtain a range of terminal
values. Moelis then discounted these terminal values to present value employing
the WACC. Ultimately, this approach yielded a range of estimated values for the
reorganized Debtors of $485 million to $560 million.


B. Comparable Company Analysis


The Comparable
Company Analysis involves identifying a group of publicly traded companies
whose businesses are similar to those of the Reorganized Debtors and then
calculating ratios of enterprise value to EBITDA of these companies based upon
the value of such companies’ securities.
Criteria for selecting comparable companies include, among other
relevant characteristics, similar lines of business, business risks, growth
prospects, business maturity, market presence, and size and scale of
operations. The selection of truly
comparable companies is difficult and subjective. For the reorganized
Debtors’ this is further complicated by the limited number of publicly traded
single asset gaming companies, resulting in a reliance of multiple asset,
domestic gaming companies. However, the
underlying concept is to develop a premise for relative value,


7





which, when
coupled with other approaches, presents a foundation for determining firm
value. Based upon this approach, Moelis determined a range of estimated values
for the reorganized Debtors of $520 million to $610 million.


C. Precedent
Transactions Analysis


The Precedent
Transactions Analysis estimates value by examining public merger and acquisition transactions. The valuations paid in
such acquisitions or implied in such mergers were analyzed as ratios of
various financial results. These transaction multiples are calculated based on
the purchase price (including any debt assumed) paid to acquire companies that are comparable to the Debtors.
Based upon this approach, Moelis determined a range of estimated values
for the reorganized Debtors of $540 million to $630 million. Since the
Precedent Transaction Analysis reflects aspects of value other than the
intrinsic value of a company, coupled with the fact that these transactions
occurred in a different operating environment and under drastically different
financial and credit market conditions, Moelis placed limited reliance on the
Precedent Transactions Analysis


Solely for the
purposes of the Plan, the analysis performed by Moelis indicates that the
estimated reorganization value of the reorganized Debtors is within the
hypothetical range of $500 million to $580 million with a mid-point estimate of
$540 million


Subsequent to
the valuation date, the Debtors revised the Financial Projections, the revised
Financial Projections are not materially different from the Financial
Projections used in the Valuation Analysis and would not materially change the
estimated reorganization value.


The Valuation
Analysis does not take into consideration a proposed management arrangement and
the fees contained therein. The present value cost of this management
arrangement throughout the projection period, employing the same range of WACC
as employed in the Discounted Cash Flow
analysis, is $9.7 million - $9.9 million. The terminal value of the
management arrangement, employing the same range of terminal multiples as the
Discounted Cash Flow analysis is $17.5 million - $20.0 million. If the proposed
management arrangement is incorporated into the Valuation Analysis it would
reduce the estimated reorganization value of the reorganized Debtors.


The estimates
of value contained in this Disclosure Statement are not intended to be, and
should not be interpreted to be, predictions or guarantees of the future value
or price of any debt or equity instrument to
be issued pursuant to the Plan. The value of any securities issued under
the Plan is subject to many unforeseeable circumstances and, therefore, cannot
be accurately predicted.


The Valuation Analysis is based upon data and information as of June
30,2009. Neither Moelis nor the Debtors make representations as
to changes to such data and information that may have occurred since that date.


8





Moelis’s
estimates of value of the reorganized Debtors do not purport to be appraisals,
nor do they necessarily reflect the values that might be realized if the
Debtors sold their assets. These estimates assume that the reorganized Debtors
will continue as the owners and operators of their businesses and assets and that
such businesses and assets are operated in
accordance with the reorganized Debtors’ business plan. Moelis developed such
estimates solely for purposes of the Plan.


Moelis’s estimates are not entirely mathematical, but rather involve
complex considerations and subjective judgments concerning
various factors that could affect the value of an operating business. Moreover,
the value of an operating business is subject to uncertainties and
contingencies that are difficult to predict and will fluctuate with changes in
factors affecting the financial conditions and prospects of such a business. As
a result, Moelis’s estimates are not intended to be, nor should they be
interpreted to be, indicative of actual outcomes, which may be significantly
more or less favorable than those set forth in the Plan. Because such estimates
are inherently subject to uncertainties, the Debtors, Moelis, and any other
party do not assume responsibility for the accuracy of such estimates. Depending on the results of the Debtors’ operations or
changes in the economy or the financial markets in general, Moelis’s estimates
performed as of the Effective Date may differ materially.


In addition,
the value of the newly issued securities is subject to additional uncertainties
and contingencies, all of which are
difficult to predict. Actual market prices of such securities at
issuance will depend upon, among other things, prevailing interest rates,
conditions in the financial markets, the anticipated initial securities held by
creditors, some of which may prefer to liquidate rather than hold on a long
term basis, and other factors that generally influence the price of securities.
Other factors, many of which are not possible to predict, may also affect
actual market prices of such securities. Accordingly, the implied value
estimated by Moelis does not necessarily reflect, and should not be construed
as reflecting, values that will be attained in the public or private markets.


These
estimated ranges of values represent hypothetical ranges that reflect the
estimated intrinsic value of the Debtors derived through the application of
various valuation methodologies. The value
ascribed in Moelis’s estimates does not purport to be an estimate of
post-reorganization market trading value, and such trading value may be materially different from the reorganization value
ranges associated with Moelis’s estimates. There can be no assurance that a
trading market will develop for the new securities issued pursuant to
the Plan, and Moelis does not provide such assurance. Moelis’s estimates are
based on economic, market, financial, and other conditions as they exist on,
and on the information made available as of, the date of the Valuation
Analysis. It should be understood that,
although subsequent developments may affect Moelis’s conclusions, Moelis
does not have any obligation to update, revise, or reaffirm its analysis, and
it does not intend to do so.


The summary
set forth above does not purport to be a complete description of the Valuation
Analysis performed by Moelis. The preparation of an estimate involves


9





various
determinations as to the most appropriate and relevant methods of financial
analysis and the application of these methods in the particular circumstances
and, therefore, such an estimate is not readily susceptible to summary
description.


IN LIGHT OF THE FOREGOING, THE VALUATION
ANALYSIS OF THE REORGANIZED DEBTORS’
PREPARED BY MOELIS REPRESENTS THE HYPOTHETICAL RANGE OF VALUES AND IS BASED ON THE ASSUMPTIONS CONTAINED HEREIN.
THE ANALYSIS WAS DEVELOPED SOLELY FOR PURPOSES OF THE PLAN OF REORGANIZATION
AND THE DETERMINATION OF IMPLIED
RELATIVE RECOVERIES TO CREDITORS THEREUNDER. SUCH ESTIMATES REFLECT
COMPUTATIONS OF THE HYPOTHETICAL RANGE OF VALUES
OF THE REORGANIZED DEBTORS THROUGH THE APPLICATION OF VARIOUS GENERALLY ACCEPTED VALUATION TECHNIQUES AND DO NOT
PURPORT TO REFLECT OR CONSTITUTE
APPRAISALS, LIQUIDATION VALUES, OR ESTIMATES OF THE ACTUAL MARKET VALUE THAT MAY BE REALIZED THROUGH
THE SALE OF ANY SECURITIES TO BE ISSUED PURSUANT TO THE PLAN, WHICH MAY BE
SIGNIFICANTLY DIFFERENT THAN THE
AMOUNTS SET FORTH HEREIN.


THE VALUE OF AN OPERATING BUSINESS IS SUBJECT
TO NUMEROUS UNCERTAINTIES AND CONTINGENCIES WHICH ARE DIFFICULT
OR IMPOSSIBLE TO PREDICT, AND WILL FLUCTUATE
WITH CHANGES IN FACTORS AFFECTING THE FINANCIAL CONDITION AND PROSPECTS OF SUCH A BUSINESS. AS A RESULT, THE
ESTIMATE OF THE RANGE OF VALUES OF
THE REORGANIZED DEBTORS SET FORTH HEREIN IS NOT INDICATIVE OF ACTUAL OUTCOMES, WHICH MAY BE SIGNIFICANTLY MORE
OR LESS FAVORABLE THAN THOSE SET
FORTH HEREIN. BECAUSE SUCH ESTIMATES ARE INHERENTLY SUBJECT TO UNCERTAINTIES, NEITHER THE DEBTORS,
MOELIS, NOR ANY OTHER PERSON ASSUMES
RESPONSIBILITY FOR THEIR ACCURACY. IN ADDITION, THE VALUATION OF NEWLY ISSUED SECURITIES IS SUBJECT TO
ADDITIONAL UNCERTAINTIES AND CONTINGENCIES, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT.


10






EXHIBIT F


TO


DISCLOSURE STATEMENT

FOR THE SECOND AMENDED JOINT PLANS OF REORGANIZATION PROPOSED

BY NOTEHOLDER PLAN PROPONENTS

INCLUDING OFFICIAL COMMITTEE OF UNSECURED CREDITORS

AND INDENTURE TRUSTEE





Financial Projections / Projected Financial
Statements 


          The
Projected Financial Statements (as defined below) attached herewith relate to
the projected operating results, cash flow, and financial position of Greektown
Holdings, LLC and its consolidated subsidiaries (the “Company”) for the period
from January 1, 2009 through June 30, 2010 and to the projected operating
results, cash flow, and financial position of the newly created holding company
classified as a corporation for U.S. federal income tax purposes (“Newco”) and
its consolidated subsidiaries, which will consist primarily of the Reorganized
Debtors upon the assumed Effective Date of the Plan (i.e. June 30, 2010, which
is hereinafter referred to as “Projected Effective Date”), for the periods from
July 1, 2010 through December 31, 2013 (collectively, the “Projected Financial
Statements”). The Projected Financial Statements are comprised of a statement
of operations (the “Income Statement”), statement of financial position (the
“Balance Sheet”), statement of cash flows (the “Cash Flow Statement”) for the
time period from January 1, 2009 through December 31, 2013 (the “Projection
Period”) and the narrative assumptions and qualifications incorporated herein.
The Projected Financial Statements are based on the actual and projected
consolidated operating results of the Company, the Reorganized Debtors and
Newco (and together with the Reorganized Debtors, the “Reorganized Company”).
Additionally, a projected balance sheet (hereinafter, the “Pro Forma Balance
Sheet”) has been prepared as of Projected Effective Date with pro forma adjustments to account for (i)
the currently anticipated reorganization and related transactions to occur upon
the consummation of the Second Amended Joint
Plans of Reorganization for the Debtors Proposed by the Noteholder Plan
Proponents Including Official Committee of Unsecured Creditors and Indenture
Trustee (the “Plan”) and (ii) the implementation of “fresh start”
reporting pursuant to Statement of Position
90-7 Financial Reporting by Entities in Reorganization Under the Bankruptcy
Code (“SOP 90-7”), as issued by the American Institute of Certified
Public Accountants (the “AICPA”). As described in greater detail below, the
Projected Financial Statements were prepared using a projection model developed
by XRoads Solutions Group, LLC (“XRoads”) and incorporate myriad assumptions
derived from various sources. Although XRoads believes the assumptions
incorporated into the Financial Projections (as defined below) are reasonable,
certain of such assumptions ultimately may not be realized or may otherwise
prove not to be materially accurate. The presentation of certain financial
information in the Projected Financial Statements may depart from, or otherwise
be inconsistent with, generally accepted accounting principles. Capitalized terms
which are not defined herein shall have the meanings ascribed to them in the
Plan and/or in the Disclosure Statement unless the context otherwise requires.
Certain other capitalized terms have been italicized to indicate that such
terms reflect line captions in the Projected Financial Statements. 


          THE
PROJECTED FINANCIAL STATEMENTS MAY NOT NECESSARILY COMPLY WITH THE GUIDELINES
FOR PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY THE AICPA OR THE RULES AND
REGULATIONS OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE
COMPANY’S INDEPENDENT ACCOUNTANTS HAVE NEITHER COMPILED, REVIEWED NOR EXAMINED
THE PROJECTED FINANCIAL STATEMENTS THAT ACCOMPANY THE DISCLOSURE STATEMENT AND,
ACCORDINGLY, DO NOT EXPRESS AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH
RESPECT TO THE PROJECTED FINANCIAL STATEMENTS, ASSUME NO RESPONSIBILITY FOR THE
PROJECTED 


1





FINANCIAL
STATEMENTS, AND DISCLAIM ANY ASSOCIATION WITH THE FINANCIAL PROJECTIONS. THE
PROJECTED FINANCIAL STATEMENTS WERE PREPARED SOLELY FOR USE IN CONNECTION WITH
THE DISCLOSURE STATEMENT AND SHOULD NOT BE USED FOR ANY OTHER PURPOSE AND ARE
QUALIFIED IN THEIR ENTIRETY BY THE DESCRIPTIONS AND LIMITATIONS AS CONTAINED IN
THE DISCLOSURE STATEMENT AND AS SET FORTH HEREIN. 


          MOREOVER,
THE PROJECTED FINANCIAL STATEMENTS CONTAIN CERTAIN STATEMENTS THAT ARE
“FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARE SUBJECT TO A NUMBER OF
ASSUMPTIONS, RISKS, AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF
THE COMPANY, INCLUDING THE CONSUMMATION AND IMPLEMENTATION OF THE PLAN, THE
CONTINUING AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO
FUND OPERATIONS, ACHIEVING OPERATING EFFICIENCIES, MAINTENANCE OF GOOD EMPLOYEE
RELATIONS, EXISTING AND FUTURE GOVERNMENTAL REGULATIONS AND ACTIONS OF
GOVERNMENTAL BODIES, NATURAL DISASTERS AND UNUSUAL WEATHER CONDITIONS, ACTS OF
TERRORISM OR WAR, INDUSTRY-SPECIFIC RISK FACTORS (AS DETAILED IN ARTICLE VII OF
THE DISCLOSURE STATEMENT ENTITLED “CERTAIN FACTORS TO BE CONSIDERED BEFORE
VOTING”), AND OTHER MARKET AND COMPETITIVE CONDITIONS. HOLDERS OF CLAIMS AND
INTERESTS ARE CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS ARE AS OF THE DATE
THEREOF AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS OR
DEVELOPMENTS MAY DIFFER MATERIALLY FROM THE EXPECTATIONS EXPRESSED OR IMPLIED
IN THE FORWARD-LOOKING STATEMENTS, AND THE COMPANY, REORGANIZED COMPANY,
NOTEHOLDER PLAN PROPONENTS AND XROADS, AS APPLICABLE, UNDERTAKE NO OBLIGATION
TO UPDATE ANY SUCH STATEMENTS. 


          THE
PROJECTED FINANCIAL STATEMENTS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE
NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH
CONSIDERED REASONABLE BY XROADS, MAY NOT BE REALIZED AND ARE INHERENTLY SUBJECT
TO SIGNIFICANT BUSINESS, ECONOMIC, COMPETITIVE, INDUSTRY, REGULATORY, MARKET,
AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE
CONTROL OF THE COMPANY AND/OR THE REORGANIZED COMPANY, AS APPLICABLE. NO
REPRESENTATIONS CAN BE MADE OR ARE MADE AS TO THE ACCURACY OF THE PROJECTED
FINANCIAL STATEMENTS OR TO ABILITY OF THE COMPANY AND/OR THE REORGANIZED
COMPANY, AS APPLICABLE, TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS
INEVITABLY WILL BE INCORRECT. MOREOVER, EVENTS AND CIRCUMSTANCES OCCURRING
SUBSEQUENT TO THE DATE ON WHICH THE PROJECTED FINANCIAL STATEMENTS WERE
PREPARED MAY BE DIFFERENT FROM THOSE ASSUMED, OR, ALTERNATIVELY, MAY HAVE BEEN
UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FUTURE
FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER. THE
COMPANY, REORGANIZED COMPANY, NOTEHOLDER 


2





PLAN
PROPONENTS AND XROADS, AS APPLICABLE, DO NOT INTEND AND UNDERTAKE NO OBLIGATION
TO UPDATE OR OTHERWISE REVISE THE PROJECTED FINANCIAL STATEMENTS TO REFLECT
EVENTS OR CIRCUMSTANCES EXISTING OR ARISING AFTER THE DATE ON WHICH THEY WERE
PREPARED OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. THEREFORE, THE
PROJECTED FINANCIAL STATEMENTS MAY NOT BE RELIED UPON AS A GUARANTY OR OTHER
FORM OF ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR. IN DECIDING WHETHER TO
VOTE TO ACCEPT OR REJECT THE PLAN, HOLDERS OF CLAIMS MUST MAKE THEIR OWN
INDEPENDENT DETERMINATIONS AS TO THE ADEQUACY AND REASONABLENESS OF SUCH
ASSUMPTIONS AND THE RELIABILITY OF THE PROJECTED FINANCIAL STATEMENTS AND
SHOULD CONSULT WITH THEIR OWN ADVISORS ON ALL MATTERS. 


	
  

 	
  

 
	
 I.

 	
 Process
 Overview 

 


          At
the request of the Committee and its counsel, XRoads developed a detailed,
interactive financial model (the “Projection Model”) for purposes of projecting
the future operating performance of the Company and the Reorganized Company for
the years 2009 through 2013 (the “Financial Projections”) in connection with
the issuance of an expert report (by a XRoads professional) dated October 16,
2009 (the “Expert Report”). The Expert Report was intended to be used by the
Committee to challenge confirmation of the Debtor/Lender Plan. The Financial
Projections (as described in greater detail below) serve as the basis for the
Projected Financial Statements. 


          The
modeling process that ultimately gave rise to the Financial Projections was
initiated by gathering detailed departmental financial statements from the
Company for the four quarters of 2008, the first quarter of 2009, and the
individual months of April through July 2009. XRoads analyzed the historical
information in each of the Company’s business units / departments, and the line
items and dollar values from the detailed financial statements were imported
into the Projection Model to serve as the historical and baseline numbers for
use in projecting future operating results for the Company and the Reorganized
Company. 


          The
Projection Model consists of numerous templates, including templates for each
of the individual business units/departments, and a consolidated schedule in a
format consistent with the August 2009 Business Plan developed by the Debtors’
financial advisor, Conway MacKenzie, Inc. (“CMD”), in conjunction with the
Company’s management team. By performing a detailed analysis of the August 2009
Business Plan and through telephonic discussions and written correspondence
with CMD professionals and Company management, XRoads was able to develop a
thorough understanding of the relationship between the departmental schedules,
the consolidated schedule, and the summary pro-forma projections contained in
the Debtor/Lender Disclosure Statement. 


          XRoads
performed substantial quality control procedures on the Projection Model in
order to identify, understand and, if necessary, make adjustments for variances
between the projected financial information generated therefrom and the August
2009 Business Plan with respect to certain historical periods (by department
and on a consolidated basis). Leveraging their past experience in matters
involving companies operating in the gaming industry, XRoads 


3





personnel
identified the key drivers and assumptions necessary to develop the Financial
Projections, including but not limited to, various growth rates, operating
metrics, market share analyses, seasonality adjustments, inflation adjustments,
and mix of revenue sources. 


General Projection Assumptions 


          The
Financial Projections, and consequently the Projected Financial Statements, are
based on a series of assumptions which are believed to be reasonable based on
the information available at the time the Financial Projections and the various
underlying analyses related thereto were prepared. XRoads professionals made
such an assessment based on many years of experience serving as financial
advisors in matters involving gaming companies and given the specific facts and
circumstances relevant to the Greektown Casino-Hotel (the “Property”) as known
at such time. 


          In
connection with developing the Financial Projections, XRoads performed a
comprehensive analysis of the Detroit gaming market. Among other things, such
analysis involved an assessment of: i) the past performance of the Detroit
gaming market; ii) existing competition and barriers to entry for new
competitors in the market; iii) potential competitive threats resulting from
legislative changes in neighboring jurisdictions and otherwise; iv) potential
opportunities to expand the market; and v) the existing and anticipated future
economic climate of the Detroit metropolitan area and the surrounding region
from which gaming customers are drawn. Based on the foregoing, a projection of
the market gross gaming revenues for the Projection Period was developed.
Although year to year fluctuations are to be expected, the Financial
Projections contemplate a compound annual growth rate in market gross gaming
revenues of approximately 1.7% during the 5-year Projection Period. 


          As
part of the process of developing the Financial Projections, XRoads also
evaluated the Property’s current and historical shares of the Detroit gaming
market revenues, changes in such market shares, potential underlying causes for
such changes and recent trends. Based on the foregoing, and given XRoads assessment
of the Property’s recent business levels, the Property’s market share is
projected to slightly exceed 26% for 2009 and then stabilize at 27% for the
remainder of the Projection Period. 


          Based
on an assessment of the future performance of the market and the Property’s
market share, a projection of the Property’s gross gaming revenue was derived
for each year within the Projection Period. After considering the Property’s
current mix of slot and table game revenues and identifying clear historical
trends in such mix, the annual projected gross gaming revenues were then
allocated between slots and table games. 


          Hotel
revenues were projected based on various factors including projections of: ADR;
occupancy rate, volume of complimentary room nights and inflation rates. Food
& Beverage revenues were projected based on the anticipated inflation rates
as well as anticipated changes in the levels of complimentary food and beverage
items offered to casino patrons. 


          With
respect to the expense side of the operation, XRoads evaluated and considered:
historical expense levels; year-to-date expense run-rates; recent operational
and other changes 


4






impacting
the Property’s cost structure; contractual obligations; projected revenues; and
anticipated levels of inflation. XRoads also evaluated the Property’s
cost structure in order to assess areas of fixed and variable costs. Based on
the foregoing assessment, and subject to certain
limitations on information made available (or not made available) by the
Debtors and/or their advisors, expenses were projected based on the
factors that are most relevant to each expense
category.


          The
Financial Projections reflect EBITDAR ranging from approximately of $72.5 million in 2009 to approximately $109.1 million in
2013. For 2010 through 2013, the Projection Model uses actual and projected 2009 performance, multiplied by
anticipated growth assumptions, known
revenue and expense relationships, and other anticipated changes in the
Property’s business model to project the operational results for those years.


	
 

	
 

	
 


	
II.

	
Income Statement and Cash Flow
Statement


	
 

	
 

	
 


	
 

	
A.

	
Approach


	
 

	
 

	
 


	
          The
Projection Model consolidates the financial performance of the Company’s /
Reorganized Company’s business units / departments using an approach designed
to project future operating results
and generate them in the form of the Financial Projections. The Income
Statement, which incorporates the Financial Projections, takes into account
historical run rates, market
conditions, competitive pressures, macroeconomic conditions, regulatory and
tax changes, and anticipated
changes in the Debtors’ business model.


	
 

	
 

	
 


	
          Revenues
are categorized into one of four categories: (1) Casino Operations (Gaming), (2)
Hotel, (3) Food & Beverage, and (4) Other. Expenses are categorized
similarly with the addition of Overhead,
Restructuring, and Other Income (Expenses).


	
 

	
 

	
 


	
 

	
B.

	
Revenue Drivers


	
 

	
 

	
 


	
          Total
Gross Revenues represent
gross revenues derived from casino, hotel, food and beverage, and other operations. Total Net Revenues represent Total Gross Revenues less Promotional Allowances, which include the retail value of complimentary
hotel accommodations, food and
beverage, and other services provided to casino patrons without charge, and cash-back awards, such as cash
coupons and rebates.


	
 

	
 

	
 


	
          Casino
revenue is derived primarily from patrons wagering at table games and slot machines. Table games include blackjack, craps,
roulette, poker and other specialty games. Casino operating revenue is recognized as earned at the time the
relevant services are provided. Casino
revenue is dependent upon certain factors, including but not limited to,
market size, market share, slot and
table game mix and the level of complimentary services provided.


	
 

	
 

	
 


	
          Hotel
revenue is derived from hotel rooms and suites rented to guests, room
service, banquet facilities, and
other services offered by the hotel. Hotel room revenue and other hotel service revenue is recognized at the time the
hotel rooms are provided to guests. Some of the drivers impacting hotel revenue are hotel
occupancy rates, average daily rates, and percentage of




5









	
 

	
 

	
 


	
occupied room nights
that are provided to casino patrons without charge. Hotel revenue also includes food and beverage revenue from venues
that are located in the hotel.


	
 

	
 

	
 


	
          Food
and beverage revenues are derived from food and beverage sales at the food
outlets located in or adjacent to the casino property, including restaurants,
bars and snack stations. Food and
beverage revenue is recognized at the time the relevant services are
provided. Food and beverage revenue
is impacted by various drivers, including macroeconomic conditions such as
inflation, and the amount of complimentary food and beverages offered to
casino patrons.


	
 

	
 

	
 


	
          Other
revenue is obtained from ancillary casino and hotel operations such as
parking garages, ATMs, leasing
agreements, merchandise sales and certain other activities conducted at the
casino and hotel property.


	
 

	
 

	
 


	
 

	
C.

	
Direct Expenses and
Overhead Costs


	
 

	
 

	
 


	
          Direct
expenses represent the direct costs associated with, among other things,
operating the Property’s casino, hotel, and food and beverage outlets, along
with the cost of the external complimentaries issued to casino patrons. These direct operating costs relate primarily to
payroll, supplies, gaming taxes,
and in the case of food and beverage operations, the cost of goods sold.


	
 

	
 

	
 


	
          Among
the costs described above, the gaming tax expense, which is included in the Gaming expense line item within the Income Statement,
accounts for the single largest component
of operating expenses. Expenses associated with gaming taxes reflect amounts payable
to authorities in connection with gaming operations and are computed in
accordance with the relevant governing
statutes and agreements; provided, however, the Financial Projections
contemplate that the Company or the Reorganized Company, as the case may be,
will enter into a settlement
agreement with the City of Detroit and, in connection with such a settlement agreement, a 5% gaming tax roll-back will become
effective as of January 1, 2010.


	
 

	
 

	
 


	
          Direct
labor costs for 2009 are generally based on the Debtors’ August 2009 Business
Plan. For the remainder of the Projection
Period, direct labor costs are adjusted based on several factors
including the terms set forth in various collective bargaining agreements.
The baseline for the hotel business units is the July 2009 actual year-to-date direct labor costs pro-rated for a full year, taking into account that the hotel
did not open until after the start of the 2009 calendar year. Several departments,
such as Table Games, Slot Club, and Hotel Banquet have a partially variable
cost structure, and have a portion of their costs adjusted based on an
underlying driver such as projected gross revenues. Payroll-related
taxes and benefits are based on a fixed percentage
of wages, which percentages are consistent with the Debtors’ August 2009
Business Plan.


	
 

	
 

	
 


	
          Overhead
expenses typically consist of utility costs, marketing, facilities
maintenance, administrative
expenses, parking, and other related expenses. Most of the overhead expenses
are based on the Debtors’ August
2009 Business Plan and grown at the anticipated inflation rates. Certain line
items are modeled as variable expenses and are projected based on their
historical percentage of an underlying driver.




6









	
 

	
 

	
 


	
 

	
D.

	
Management
Compensation


	
 

	
 

	
 


	
          The
Financial Projections assume approximately $2 million per year for
compensation of the senior
management team. This figure is subject to change and may increase depending
on: i) whether the Noteholder Plan Proponents elect to retain the services of
a third-party management company
to operate the Property; and, if applicable, ii) the negotiated terms and
condition of any such management
agreement.


	
 

	
 

	
 


	
 

	
E.

	
Reorganization
Items, Gain on Debt Discharge & Deferred Financing Costs


	
 

	
 

	
 


	
          It
is projected that the Company will incur approximately $28.5 million of
restructuring-related expenses in 2009, and $26.0 million of
restructuring-related expenses during the first half of 2010. These expenses are primarily
professional fees relating to the Chapter 11 cases, but also include certain performance-based compensation
to the third-party management company (The Fine Point Group) that manages the Property’s operation. No
performance-based fees for a third-party
management company fees have been projected for periods subsequent to the
Projected Effective Date.
Professional fees are projected by examining the run-rates for professionals billing at hourly rates, fixed rates, and certain
success/transaction fees paid to certain professionals for reaching certain financial and transactional
milestones.


	
 

	
 

	
 


	
          The
estimated gain on extinguishment of debt of $207.6 million is based on an
estimated $263.1 million of
liabilities subject to compromise as of June 30, 2010.


	
 

	
 

	
 


	
          Non-cash
charges of approximately $8.1 million related to the write-off as of
Projected Effective Date of the
projected unamortized deferred financing fees associated with the Company’s pre-petition financing arrangements.


	
 

	
 

	
 


	
 

	
F.

	
Interest Expense and
Income


	
          Interest
expense for the period from January 1, 2009 through the Projected Effective Date includes anticipated payments to lenders on
account of outstanding indebtedness under the DIP Facility and the
Pre-Petition Credit Agreement. Interest on the New Senior Secured Notes to be issued under the terms of the Plan is
assumed to commence accruing on July 1, 2010 at an annual rate of 13%. Interest on the New
Revolving Credit Facility is assumed to begin accruing on July 1, 2010 and is calculated at LIBOR + 500 basis points, subject to a LIBOR floor of 1.0% (i.e. an interest rate of 6.0% based on the
current LIBOR).


	
 

	
 

	
 


	
          Interest
income for each period is calculated using the prior period’s ending
“Operating Cash” and “Cash on Hand” balances and applying an interest rate of
1%.


	
 

	
 

	
 


	
 

	
G.

	
Income Taxes


	
          Following
the methodology of the Debtors’ financial advisors, Michigan Business Tax expense is calculated based on an estimate of
0.9% of gross gaming revenues. As a proxy for the future federal
income tax expense that may be incurred by the Reorganized Company, an assumed effective tax rate of 35% is applied to
the projected Earnings Prior to Income
Taxes as reflected in the Projected Financial Statements for the
period from the Projected Effective Date through December 2013. A detailed analysis concerning the projected
future federal income tax




7









	
 

	
 

	
 


	
expense
of the Reorganized Company has not been performed. Accordingly, the actual
future income expense incurred by
the Reorganized Company is likely to vary materially from the projected federal income tax expense referenced
in the Projected Financial Statements.


	
 

	
 

	
 


	
 

	
H. 

	
Operating Activities


	
          Cash
flow from operating activities captures cash flows generated from the
Company’s / Reorganized Company’s
operations and includes the net impact of revenues less operating expenses, interest expense, and working-capital
changes.


	
 

	
 

	
 


	
 

	
I.

	
Capital
Expenditures


	
          Capital
expenditures reflected in the Projected Financial Statements are primarily maintenance related. The expenditures are
projected at a level which is anticipated to enable management to maintain the Property at a level
that allows it to compete effectively and to capture / maintain the
projected market share during the Projection Period. Such capital
expenditures include costs for keeping the slot machine portfolio current and
competitive, upgrading the surveillance
and information systems and making facility repairs.


	
 

	
 

	
 


	
 

	
J.

	
Financing Activities


	
          For
2009, net proceeds from borrowings reflected in the Cash Flow Statement
represent borrowings on the DIP Facility to secure payment for construction
projects and ordinary-course working
capital. The 2010 Cash Flow Statement for the period prior to the Projected
Effective Date reflects the financing transactions associated with the
consummation of the Plan. Starting with
the six-month period following the Projected Effective Date and continuing
annually thereafter, mandatory
redemption payments are required with respect to the New Senior Secured Notes. Such mandatory redemption payments are to
equal 50% of “Consolidated Excess Cash Flow.” Consolidated Excess Cash Flow is to be defined in the definitive
documentation as EBITDA less maintenance capital expenditures, less cash interest expense, less cash tax expense. All mandatory redemption payments are at 103% of
principal being repaid.


	
 

	
 

	
 


	
III.

	
Balance Sheet and Pro Forma Balance Sheet


	
 

	
 

	
 


	
The Pro Forma Balance
Sheet reflects adjustments to the Company’s Balance Sheet resulting from the consummation of the Plan on the
Projected Effective Date. Such pro forma adjustments reflect, among other things, the Reorganization
Value (as defined in SOP 90-7) of the Reorganized Company as implied by the Plan, the new capital that is to
be infused into the Reorganized Company as provided for in the Plan
and the adoption of “fresh-start” reporting. The implied Reorganization Value of the Reorganized Company as
reflected in the Pro Forma Balance Sheet is $693 million. Such Reorganization
Value has been used solely for purposes of preparing the Pro Forma
Balance Sheet and does not necessarily reflect the views of the Noteholder Plan Proponents as to the fair market
value of the Reorganized Company. The pro forma adjustments described
above, including those relating the adoption of “fresh-start” reporting, have been prepared for illustrative
purposes only. The effect of “fresh- start” reporting, when actually adopted, may result in adjustments
to the assets and liabilities balances that are materially different than
those reflected in the Pro Forma Balance Sheet and carried through the
Balance Sheet for the remainder of the Projection Period




8









	
 

	
 

	
 


	
          The
relevant aspects of the Plan which have a significant effect on the Pro Forma
Balance Sheet are described in
greater detail below.


	
 

	
 

	
 


	
 

	
A.

	
Reorganization Value


	
          As
described above, the Pro Forma Balance Sheet reflects a Reorganization Value
of $693 million.


	
 

	
 

	
 


	
 

	
B.

	
Property, Building
and Equipment


	
          The
book values of these assets are presented in the Pro Forma Balance Sheet as
reflected in the
Debtors’ December 31, 2009 projected balance sheet, subject to as adjustment
to reflect the projected activity for the
first half of 2010.


	
 

	
 

	
 


	
 

	
C.

	
Financing Fees
(Net)


	
          The
approximately $8.1 million adjustment to Financing
Fees, Net is due to the write-off of unamortized deferred
financing fees associated with the outstanding indebtedness under the Pre-Petition Credit
Agreement.


	
 

	
 

	
 


	
 

	
D.

	
Exit Facility,
Rights Offering, DIP Facility & Pre-Petition Senior Secured Debt


	
          The
terms of the Plan include an Exit Facility consisting of $400 million
(approximately $374 million net of OID) from the issuance of New
Senior Secured Notes and $30 million under the New Revolving Credit Facility. The Plan also provides for the
infusion of approximately $200 million of
new equity capital pursuant to the Rights Offering. The pro forma adjustments
reflect the repayment of outstanding indebtedness under the DIP Facility and
Pre-Petition Credit Agreement in cash in full on the Projected Effective Date
using the proceeds of the Exit Facility and the Rights Offering.


	
 

	
 

	
 


	
 

	
E.

	
Liabilities Subject to Compromise


	
          Liabilities
Subject to Compromise will
be cancelled and receive the treatment as provided for under the Plan. Pursuant to the Plan, 140,000 shares of
New Common Stock will be distributed
to the Bondholders on a Pro Rata Basis. Holders of Allowed Claims in the
General Unsecured Classes will receive their Pro Rata share of $10 million in
Cash. For purposes of the Pro
Forma Balance Sheet, it is assumed that such proceeds are distributed to
Holders of Allowed Claims in the General
Unsecured Classes on the Projected Effective Date.


	
 

	
 

	
 


	
 

	
F.

	
Equity


	
          The
Plan provides for the infusion of approximately $200 million of new equity
capital pursuant to the Rights Offering. The Total
Equity reflected on the Pro Forma Balance Sheet is a function of the Reorganization Value and the
liabilities of the Reorganized Company on the Projected Effective Date.




9






Greektown Holdings, et al.
Consolidated Balance Sheet

($000’s)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Company

 	
  

 	
 Reorganized Company

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
 12-31-2009

 	
  

 	
 06-30-2010

 	
  

 	
 12-31-2010

 	
  

 	
 12-31-2011

 	
  

 	
 12-31-2012

 	
  

 	
 12-31-2013

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Assets

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash and Cash Equivalents

 	
  

 	
 $

 	
 26,798

 	
  

 	
 $

 	
 34,366

 	
  

 	
 $

 	
 39,432

 	
  

 	
 $

 	
 51,842

 	
  

 	
 $

 	
 66,378

 	
  

 	
 $

 	
 82,785

 	
  

 
	
 Certificate of Deposit

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
 527

 	
  

 
	
 A/R - net

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
 4,697

 	
  

 
	
 Notes Receivable

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
 2,440

 	
  

 
	
 Inventories

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 515

 	
  

 
	
 Prepaids / Other

 	
  

 	
  

 	
 18,249

 	
  

 	
  

 	
 18,249

 	
  

 	
  

 	
 18,249

 	
  

 	
  

 	
 18,249

 	
  

 	
  

 	
 18,249

 	
  

 	
  

 	
 18,249

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Current Assets

 	
  

 	
  

 	
 53,226

 	
  

 	
  

 	
 60,794

 	
  

 	
  

 	
 65,860

 	
  

 	
  

 	
 78,270

 	
  

 	
  

 	
 92,806

 	
  

 	
  

 	
 109,213

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Property, Building and Equipment, net

 	
  

 	
  

 	
 481,610

 	
  

 	
  

 	
 479,198

 	
  

 	
  

 	
 476,786

 	
  

 	
  

 	
 470,501

 	
  

 	
  

 	
 462,526

 	
  

 	
  

 	
 452,861

 	
  

 
	
 Reorganization Value in Excess of Identifiable Assets

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 95,260

 	
  

 	
  

 	
 95,260

 	
  

 	
  

 	
 95,260

 	
  

 	
  

 	
 95,260

 	
  

 	
  

 	
 95,260

 	
  

 
	
 Other Assets

 	
  

 	
  

 	
 10,864

 	
  

 	
  

 	
 11,266

 	
  

 	
  

 	
 10,266

 	
  

 	
  

 	
 8,266

 	
  

 	
  

 	
 6,266

 	
  

 	
  

 	
 4,266

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Non-Current Assets

 	
  

 	
  

 	
 492,474

 	
  

 	
  

 	
 585,724

 	
  

 	
  

 	
 582,311

 	
  

 	
  

 	
 574,027

 	
  

 	
  

 	
 564,052

 	
  

 	
  

 	
 552,387

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Assets

 	
  

 	
 $

 	
 545,700

 	
  

 	
 $

 	
 646,517

 	
  

 	
 $

 	
 648,172

 	
  

 	
 $

 	
 652,297

 	
  

 	
 $

 	
 656,858

 	
  

 	
 $

 	
 661,600

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Liabilities and Equity

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Accounts Payable

 	
  

 	
 $

 	
 13,051

 	
  

 	
 $

 	
 9,260

 	
  

 	
 $

 	
 9,260

 	
  

 	
 $

 	
 9,260

 	
  

 	
 $

 	
 9,260

 	
  

 	
 $

 	
 9,260

 	
  

 
	
 Accrued Expenses / Other

 	
  

 	
  

 	
 9,374

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
 10,421

 	
  

 
	
 DIP Loans

 	
  

 	
  

 	
 185,933

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Pre-Petition Secured Debt

 	
  

 	
  

 	
 353,695

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Current Liabilities

 	
  

 	
  

 	
 562,054

 	
  

 	
  

 	
 19,681

 	
  

 	
  

 	
 19,681

 	
  

 	
  

 	
 19,681

 	
  

 	
  

 	
 19,681

 	
  

 	
  

 	
 19,681

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 New Revolving Credit Facility

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 New Senior Secured Notes (a)

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 374,000

 	
  

 	
  

 	
 370,705

 	
  

 	
  

 	
 361,744

 	
  

 	
  

 	
 350,415

 	
  

 	
  

 	
 336,953

 	
  

 
	
 Other Liabilities

 	
  

 	
  

 	
 7,015

 	
  

 	
  

 	
 5,503

 	
  

 	
  

 	
 5,503

 	
  

 	
  

 	
 5,503

 	
  

 	
  

 	
 5,503

 	
  

 	
  

 	
 5,503

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Non-Current Liabilities

 	
  

 	
  

 	
 7,015

 	
  

 	
  

 	
 379,503

 	
  

 	
  

 	
 376,208

 	
  

 	
  

 	
 367,247

 	
  

 	
  

 	
 355,918

 	
  

 	
  

 	
 342,456

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Liabilities Subject to Compromise

 	
  

 	
  

 	
 255,559

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Liabilities

 	
  

 	
  

 	
 824,628

 	
  

 	
  

 	
 399,184

 	
  

 	
  

 	
 395,889

 	
  

 	
  

 	
 386,928

 	
  

 	
  

 	
 375,599

 	
  

 	
  

 	
 362,137

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Equity (Deficit)

 	
  

 	
  

 	
 (278,928

 	
 )

 	
  

 	
 247,333

 	
  

 	
  

 	
 252,282

 	
  

 	
  

 	
 265,369

 	
  

 	
  

 	
 281,259

 	
  

 	
  

 	
 299,463

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 



 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Liabilities and Equity

 	
  

 	
 $

 	
 545,700

 	
  

 	
 $

 	
 646,517

 	
  

 	
 $

 	
 648,172

 	
  

 	
 $

 	
 652,297

 	
  

 	
 $

 	
 656,858

 	
  

 	
 $

 	
 661,600

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 






	
  

 	
  

 
	
 (a)

 	
 Initial face amount of the New
 Senior Secured Notes is $400 million, recorded net of $26 million of OID at
 June 30, 2010. Subsequent periods reflect the net effect of OID accretion and
 Mandatory Redemptions.

 



10







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Greektown
 Holdings, et al.
Consolidated
 Income Statement
($000’s)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Projected Results for the Period

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Company

 	
  

 	
 Reorganized Company

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
 FY2009

 	
  

 	
 1H 2010

 	
  

 	
 2H 2010

 	
  

 	
 FY2011

 	
  

 	
 FY2012

 	
  

 	
 FY2013

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Revenue

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gaming (net)

 	
  

 	
 $

 	
 329,924

 	
  

 	
 $

 	
 173,128

 	
  

 	
 $

 	
 173,128

 	
  

 	
 $

 	
 360,051

 	
  

 	
 $

 	
 370,825

 	
  

 	
 $

 	
 380,067

 	
  

 
	
 Food & Beverage

 	
  

 	
  

 	
 18,768

 	
  

 	
  

 	
 9,778

 	
  

 	
  

 	
 9,778

 	
  

 	
  

 	
 20,046

 	
  

 	
  

 	
 20,447

 	
  

 	
  

 	
 20,855

 	
  

 
	
 Hotel

 	
  

 	
  

 	
 13,529

 	
  

 	
  

 	
 7,662

 	
  

 	
  

 	
 7,662

 	
  

 	
  

 	
 15,758

 	
  

 	
  

 	
 16,169

 	
  

 	
  

 	
 16,526

 	
  

 
	
 Other

 	
  

 	
  

 	
 4,737

 	
  

 	
  

 	
 2,322

 	
  

 	
  

 	
 2,322

 	
  

 	
  

 	
 4,736

 	
  

 	
  

 	
 4,831

 	
  

 	
  

 	
 4,927

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 



 	

 


 	

 


 	

 


 	

 


 
	
 Total Gross Revenues

 	
  

 	
  

 	
 366,958

 	
  

 	
  

 	
 192,890

 	
  

 	
  

 	
 192,890

 	
  

 	
  

 	
 400,591

 	
  

 	
  

 	
 412,271

 	
  

 	
  

 	
 422,375

 	
  

 
	
 Less: Promotional Allowances

 	
  

 	
  

 	
 (32,546

 	
 )

 	
  

 	
 (18,206

 	
 )

 	
  

 	
 (18,206

 	
 )

 	
  

 	
 (37,898

 	
 )

 	
  

 	
 (38,805

 	
 )

 	
  

 	
 (39,804

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Net Revenues

 	
  

 	
  

 	
 334,412

 	
  

 	
  

 	
 174,685

 	
  

 	
  

 	
 174,685

 	
  

 	
  

 	
 362,693

 	
  

 	
  

 	
 373,466

 	
  

 	
  

 	
 382,571

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Direct Expenses

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gaming

 	
  

 	
  

 	
 163,647

 	
  

 	
  

 	
 75,681

 	
  

 	
  

 	
 75,681

 	
  

 	
  

 	
 156,460

 	
  

 	
  

 	
 160,762

 	
  

 	
  

 	
 164,610

 	
  

 
	
 Food & Beverage

 	
  

 	
  

 	
 15,439

 	
  

 	
  

 	
 6,971

 	
  

 	
  

 	
 6,971

 	
  

 	
  

 	
 14,415

 	
  

 	
  

 	
 14,898

 	
  

 	
  

 	
 15,438

 	
  

 
	
 Hotel

 	
  

 	
  

 	
 12,246

 	
  

 	
  

 	
 6,042

 	
  

 	
  

 	
 6,042

 	
  

 	
  

 	
 12,334

 	
  

 	
  

 	
 12,732

 	
  

 	
  

 	
 12,914

 	
  

 
	
 Other

 	
  

 	
  

 	
 711

 	
  

 	
  

 	
 255

 	
  

 	
  

 	
 255

 	
  

 	
  

 	
 523

 	
  

 	
  

 	
 535

 	
  

 	
  

 	
 548

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Direct Expenses

 	
  

 	
  

 	
 192,042

 	
  

 	
  

 	
 88,949

 	
  

 	
  

 	
 88,949

 	
  

 	
  

 	
 183,732

 	
  

 	
  

 	
 188,928

 	
  

 	
  

 	
 193,510

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gross Profit (Dept. Income)

 	
  

 	
  

 	
 142,370

 	
  

 	
  

 	
 85,736

 	
  

 	
  

 	
 85,736

 	
  

 	
  

 	
 178,961

 	
  

 	
  

 	
 184,538

 	
  

 	
  

 	
 189,061

 	
  

 
	
 Margin

 	
  

 	
  

 	
 42.6

 	
 %

 	
  

 	
 49.1

 	
 %

 	
  

 	
 49.1

 	
 %

 	
  

 	
 49.3

 	
 %

 	
  

 	
 49.4

 	
 %

 	
  

 	
 49.4

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Overhead

 	
  

 	
  

 	
 69,861

 	
  

 	
  

 	
 37,526

 	
  

 	
  

 	
 37,526

 	
  

 	
  

 	
 76,461

 	
  

 	
  

 	
 78,171

 	
  

 	
  

 	
 79,931

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EBITDAR

 	
  

 	
  

 	
 72,509

 	
  

 	
  

 	
 48,209

 	
  

 	
  

 	
 48,209

 	
  

 	
  

 	
 102,500

 	
  

 	
  

 	
 106,367

 	
  

 	
  

 	
 109,129

 	
  

 
	
 Margin

 	
  

 	
  

 	
 21.7

 	
 %

 	
  

 	
 27.6

 	
 %

 	
  

 	
 27.6

 	
 %

 	
  

 	
 28.3

 	
 %

 	
  

 	
 28.5

 	
 %

 	
  

 	
 28.5

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Other Income (Expense)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Michigan Business Tax

 	
  

 	
  

 	
 (1,136

 	
 )

 	
  

 	
 (1,635

 	
 )

 	
  

 	
 (1,635

 	
 )

 	
  

 	
 (3,400

 	
 )

 	
  

 	
 (3,502

 	
 )

 	
  

 	
 (3,590

 	
 )

 
	
 Depreciation and Amortization of Finance Fees

 	
  

 	
  

 	
 (15,839

 	
 )

 	
  

 	
 (10,328

 	
 )

 	
  

 	
 (12,832

 	
 )

 	
  

 	
 (27,582

 	
 )

 	
  

 	
 (29,015

 	
 )

 	
  

 	
 (30,412

 	
 )

 
	
 Net Interest Income (expense)

 	
  

 	
  

 	
 (79,340

 	
 )

 	
  

 	
 (34,180

 	
 )

 	
  

 	
 (25,941

 	
 )

 	
  

 	
 (50,942

 	
 )

 	
  

 	
 (48,899

 	
 )

 	
  

 	
 (46,561

 	
 )

 
	
 Other

 	
  

 	
  

 	
 29

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 (188

 	
 )

 	
  

 	
 (443

 	
 )

 	
  

 	
 (506

 	
 )

 	
  

 	
 (561

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 



 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Other Income (expense)

 	
  

 	
  

 	
 (96,286

 	
 )

 	
  

 	
 (46,143

 	
 )

 	
  

 	
 (40,595

 	
 )

 	
  

 	
 (82,367

 	
 )

 	
  

 	
 (81,922

 	
 )

 	
  

 	
 (81,124

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Earnings Before Reorganization Items and Income Taxes

 	
  

 	
  

 	
 (23,777

 	
 )

 	
  

 	
 2,067

 	
  

 	
  

 	
 7,614

 	
  

 	
  

 	
 20,134

 	
  

 	
  

 	
 24,445

 	
  

 	
  

 	
 28,006

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Reorganization Items

 	
  

 	
  

 	
 (28,405

 	
 )

 	
  

 	
 (26,000

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 



 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Earnings Prior to Income Taxes

 	
  

 	
  

 	
 (52,182

 	
 )

 	
  

 	
 (23,933

 	
 )

 	
  

 	
 7,614

 	
  

 	
  

 	
 20,134

 	
  

 	
  

 	
 24,445

 	
  

 	
  

 	
 28,006

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Provision for Income Taxes

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 2,665

 	
  

 	
  

 	
 7,047

 	
  

 	
  

 	
 8,556

 	
  

 	
  

 	
 9,802

 	
  

 
	
 Extraordinary Gain on Prepetition Debt Discharge

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 207,601

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Income

 	
  

 	
 ($

 	
 52,182

 	
 )

 	
  $

 	
 183,668

 	
  

 	
  $

 	
 4,949

 	
  

 	
 $

 	
 13,087

 	
  

 	
  $

 	
 15,890

 	
  

 	
  $

 	
 18,204

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Preferred Stock Dividends

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 8,750

 	
  

 	
  

 	
 18,156

 	
  

 	
  

 	
 19,518

 	
  

 	
  

 	
 20,982

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Income Available to Common

 	
  

 	
 ($

 	
 52,182

 	
 )

 	
 $

 	
 183,668

 	
  

 	
 ($

 	
 3,801

 	
 )

 	
 ($

 	
 5,069

 	
 )

 	
 ($

 	
 3,628

 	
 )

 	
 ($

 	
 2,778

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



11









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Greektown Holdings, et al.
Consolidated
 Cash Flow Statement
($000’s)

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Projected Results for the
 Period

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Company

 	
  

 	
 Reorganized Company

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
 FY2009

 	
  

 	
 1H 2010

 	
  

 	
 2H 2010

 	
  

 	
 FY2011

 	
  

 	
 FY2012

 	
  

 	
 FY2013

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Operating Activities

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Net Income

 	
  

 	
 ($

 	
 52,182

 	
 )

 	
 $

 	
 183,668

 	
  

 	
 $

 	
 4,949

 	
  

 	
 $

 	
 13,087

 	
  

 	
 $

 	
 15,890

 	
  

 	
 $

 	
 18,204 

 	
  

 
	
 Gain from Cancellation of Liabilities
 in Restructuring

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 (207,601

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Depreciation, Amortization, Other
 Non-Cash Charges

 	
  

 	
  

 	
 18,040

 	
  

 	
  

 	
 8,464

 	
  

 	
  

 	
 9,866

 	
  

 	
  

 	
 21,785

 	
  

 	
  

 	
 23,475

 	
  

 	
  

 	
 25,165

 	
  

 
	
 Accretion of OID

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 2,966

 	
  

 	
  

 	
 5,797

 	
  

 	
  

 	
 5,540

 	
  

 	
  

 	
 5,247

 	
  

 
	
 Changes in Working Capital

 	
  

 	
  

 	
 (13,472

 	
 )

 	
  

 	
 (17,495

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Changes in Other Assets &
 Liabilities

 	
  

 	
  

 	
 46,095

 	
  

 	
  

 	
 (83,518

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Cash Provided (Used) by
 Operating Activities

 	
  

 	
  

 	
 (1,519

 	
 )

 	
  

 	
 (116,482

 	
 )

 	
  

 	
 17,781

 	
  

 	
  

 	
 40,669

 	
  

 	
  

 	
 44,904

 	
  

 	
  

 	
 48,616

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Investing Activities

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Capital expenditures

 	
  

 	
  

 	
 (46,557

 	
 )

 	
  

 	
 (6,453

 	
 )

 	
  

 	
 (6,453

 	
 )

 	
  

 	
 (13,500

 	
 )

 	
  

 	
 (13,500

 	
 )

 	
  

 	
 (13,500 

 	
 )

 
	
 Other

 	
  

 	
  

 	
 (5

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Cash Provided (Used) by
 Investing Activities

 	
  

 	
  

 	
 (46,562

 	
 )

 	
  

 	
 (6,453

 	
 )

 	
  

 	
 (6,453

 	
 )

 	
  

 	
 (13,500

 	
 )

 	
  

 	
 (13,500

 	
 )

 	
  

 	
 (13,500 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Financing Activities

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Proceeds from LT Borrowings

 	
  

 	
  

 	
 55,798

 	
  

 	
  

 	
 374,000

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 (Repayments of) LT Borrowings

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 (6,261

 	
 )

 	
  

 	
 (14,759

 	
 )

 	
  

 	
 (16,868

 	
 )

 	
  

 	
 (18,709 

 	
 )

 
	
 Proceeds from Rights Offering

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 200,000

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Payment to Creditors Pursuant to Plan of Reorganization

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 (441,985

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Other Financing

 	
  

 	
  

 	
 (4,738

 	
 )

 	
  

 	
 (1,512

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Cash Provided (Used) by
 Financing Activities

 	
  

 	
  

 	
 51,060

 	
  

 	
  

 	
 130,503

 	
  

 	
  

 	
 (6,261

 	
 )

 	
  

 	
 (14,759

 	
 )

 	
  

 	
 (16,868

 	
 )

 	
  

 	
 (18,709 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Cash Flow

 	
  

 	
 $

 	
 2,978

 	
  

 	
 $

 	
 7,568

 	
  

 	
 $

 	
 5,067

 	
  

 	
 $

 	
 12,410

 	
  

 	
 $

 	
 14,536

 	
  

 	
 $

 	
 16,407 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



12







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Greektown Holdings, et al.

Pro Forma
 Balance Sheet at June 30, 2010
($000’s)


 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Adjustments to Record Consummation of Plan

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 

 Company

 	
  

 	
 Debt

 Discharge

 	
  

 	
 Stock 

 Exchange

 	
  

 	
 Fresh 

 Start

 	
  

 	
 Reorganized 

 Company (a)

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Assets

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash and Cash Equivalents

 	
  

 	
 $

 	
 81,302

 	
  

 	
 ($

 	
 46,937

 	
 ) (e)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 34,366 

 	
  

 
	
 Certificate of Deposit

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 527

 	
  

 
	
 A/R - net

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 4,697

 	
  

 
	
 Notes Receivable

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 2,440

 	
  

 
	
 Inventories

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 515

 	
  

 
	
 Prepaids / Other

 	
  

 	
  

 	
 18,249

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 18,249

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Current Assets

 	
  

 	
  

 	
 107,730

 	
  

 	
  

 	
 (46,937

 	
 )

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 60,794

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Property, Building and Equipment, net

 	
  

 	
  

 	
 479,198

 	
  

 	
  

 	
  

 	
   (c)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 479,198

 	
  

 
	
 Reorganization Value in Excess of Identifiable Assets

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 95,260

 	
  

 	
  

 	
 95,260

 	
  

 
	
 Other Assets

 	
  

 	
  

 	
 9,402

 	
  

 	
  

 	
 1,864

 	
   (d)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 11,266

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Non-Current Assets

 	
  

 	
  

 	
 488,600

 	
  

 	
  

 	
 1,864

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 95,260 

 	
  

 	
  

 	
 585,724

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Assets 

 	
  

 	
 $

 	
 596,330

 	
  

 	
 ($

 	
 45,072

 	
 )

 	
  

 	
  

 	
  

 	
 $

 	
 95,260 

 	
  

 	
 $

 	
 646,517

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Liabilities and
 Equity

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Accounts Payable

 	
  

 	
 $

 	
 29,460

 	
  

 	
 ($

 	
 20,200

 	
 ) (e)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 9,260 

 	
  

 
	
 Accrued Expenses / Other

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
 —

 	
   (b)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 10,421

 	
  

 
	
 DIP Loans

 	
  

 	
  

 	
 225,541

 	
  

 	
  

 	
 (225,541

 	
 ) (e)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 —

 	
  

 
	
 Pre-Petition Secured Debt

 	
  

 	
  

 	
 365,196

 	
  

 	
  

 	
 (365,196

 	
 ) (e)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Current Liabilities

 	
  

 	
  

 	
 630,618

 	
  

 	
  

 	
 (610,937

 	
 )

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 19,681

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 New Revolving Credit Facility

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 —

 	
  

 
	
 New Senior Secured Notes

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 374,000

 	
   (e)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 374,000

 	
  

 
	
 Other Liabilities

 	
  

 	
  

 	
 5,503

 	
  

 	
  

 	
 —

 	
   (b)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 5,503

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Non-Current Liabilities

 	
  

 	
  

 	
 5,503

 	
  

 	
  

 	
 374,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 379,503

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Liabilities Subject to Compromise

 	
  

 	
  

 	
 263,070

 	
  

 	
  

 	
 (263,070

 	
 ) (f)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  —

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Liabilities

 	
  

 	
  

 	
 899,191

 	
  

 	
  

 	
 (500,007

 	
 )

 	
  

 	
  

 	
  

 	
  

 	
  —

 	
  

 	
  

 	
 399,184

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total Equity (Deficit)

 	
  

 	
  

 	
 (302,861

 	
 )

 	
  

 	
 454,935

 	
   (e)

 	
  

 	
  

 	
  

 	
  

 	
 95,260

 	
  

 	
  

 	
 247,333

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Liabilities and Equity

 	
  

 	
 $

 	
 596,330

 	
  

 	
 ($

 	
 45,072

 	
 )

 	
  

 	
  

 	
  

 	
 $

 	
 95,260 

 	
  

 	
 $

 	
 646,517

 	
  

 
	
  

 	
  

 	

 



 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 




	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Reorganization Value on the
 Projected Effective Date is estimated to be $693 million.

 
	
  

 	
 (b)

 	
 The book values of these
 liabilities are assumed to reflect fair market value.

 
	
  

 	
 (c)

 	
 The fair market value of PP&E
 was estimated to be the projected book values as reflected in the Debtors’
 projected financial statements.

 
	
  

 	
 (d)

 	
 Capitalized financing fees of
 $8.1 million relate to pre-petition indebtedness and were eliminated. $10
 million of financing fees related to the Exit Facility are capitalized.

 
	
  

 	
 (e)

 	
 The proceeds of the Exit Facility
 and Rights Offering are used to pay Administrative Claims, Priority Claims
 and outstanding indebtedness related to the DIP Facility and Pre-petition
 Credit Agreement.

 
	
  

 	
  

 	
 Initial face amount of the New
 Senior Secured Notes is $400 million, recorded net of $26 million of OID at
 June 30, 2010.

 
	
  

 	
 (f)

 	
 Includes Holders of Allowed Claims in the General
 Unsecured Classes and Bond Claims who are to receive $10 million in Cash and
 140,000 shares of New Common Stock, respectively.

 



13






EXHIBIT
G 


TO


DISCLOSURE STATEMENT 

FOR THE SECOND AMENDED JOINT PLANS OF REORGANIZATION
PROPOSED

BY NOTEHOLDER PLAN PROPONENTS

INCLUDING OFFICIAL COMMITTEE OF UNSECURED CREDITORS

AND INDENTURE TRUSTEE





Financial
Projections


          The
Financial Projections1 consist of a statement of operations (the “Income
Statement”), a statement of financial position (the “Balance Sheet”),
and a cash-flow statement (the “Cash Flow
Statement”) for the time period
from January 1, 2008 through December 31, 2013. The Financial Projections are based on the
consolidated actual and projected results for the operations of the Debtors and Reorganized Debtors. The
Financial Projections are based primarily on the Debtors’ August 2009 business
plan. Additionally, a projected balance sheet (the “Pro Forma Balance
Sheet”) has been provided as of December 31, 2009 with pro forma adjustments to account for (i) the currently anticipated
reorganization and related transactions under the Plan and (ii) the implementation of “fresh start” accounting
pursuant to Statement of Position 90-7 (“SOP 90-7”), Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code, as issued by the American Institute of Certified
Public Accountants (the “AICPA”). The Financial Projections may
not be in accordance with generally accepted accounting principles. 


          THE
DEBTORS PREPARED THE FINANCIAL PROJECTIONS WITH THE ASSISTANCE OF THEIR PROFESSIONALS. THE DEBTORS DID
NOT PREPARE SUCH FINANCIAL PROJECTIONS TO COMPLY WITH THE GUIDELINES FOR
PROSPECTIVE FINANCIAL STATEMENTS PUBLISHED BY
THE AICPA OR THE RULES AND REGULATIONS
OF THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. THE DEBTORS’ INDEPENDENT ACCOUNTANTS HAVE NEITHER COMPILED NOR EXAMINED THE FINANCIAL PROJECTIONS
THAT ACCOMPANY THE DISCLOSURE
STATEMENT AND, ACCORDINGLY, DO NOT EXPRESS AN OPINION OR ANY OTHER FORM OF ASSURANCE WITH RESPECT TO THE FINANCIAL PROJECTIONS, ASSUME NO RESPONSIBILITY FOR
THE FINANCIAL PROJECTIONS, AND
DISCLAIM ANY ASSOCIATION WITH THE FINANCIAL PROJECTIONS. EXCEPT FOR PURPOSES OF THE DISCLOSURE STATEMENT, THE DEBTORS DO NOT PUBLISH FINANCIAL PROJECTIONS OF
THEIR ANTICIPATED FINANCIAL POSITION
OR RESULTS OF OPERATIONS AND THE FINANCIAL PROJECTIONS ARE LIMITED FOR SUCH PURPOSE. THE FINANCIAL PROJECTIONS ARE
QUALIFIED IN THEIR ENTIRETY BY THE DESCRIPTION THEREOF CONTAINED IN THE
DISCLOSURE STATEMENT.


          MOREOVER,
THE FINANCIAL PROJECTIONS CONTAIN CERTAIN STATEMENTS THAT ARE “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. THESE STATEMENTS ARE
SUBJECT TO A NUMBER OF ASSUMPTIONS, RISKS, AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS, INCLUDING THE CONSUMMATION AND
IMPLEMENTATION OF THE PLAN, THE
CONTINUING AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OR OTHER FINANCING TO FUND OPERATIONS, ACHIEVING
OPERATING EFFICIENCIES, MAINTENANCE
OF GOOD EMPLOYEE RELATIONS, EXISTING AND FUTURE GOVERNMENTAL REGULATIONS AND ACTIONS OF GOVERNMENTAL BODIES,
NATURAL DISASTERS AND UNUSUAL WEATHER CONDITIONS, ACTS OF


	
  

 
	

 


 
	
  

 
	
           1 Capitalized terms used and not otherwise
 defined in this Exhibit D shall have the meanings set forth in the Disclosure Statement

 


1





TERRORISM
OR WAR, INDUSTRY-SPECIFIC RISK FACTORS (AS DETAILED IN ARTICLE VI OF THE DISCLOSURE STATEMENT ENTITLED “CERTAIN FACTORS TO BE CONSIDERED BEFORE VOTING”), AND OTHER MARKET AND
COMPETITIVE CONDITIONS. HOLDERS OF
CLAIMS AND INTERESTS ARE CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS SPEAK AS
OF THE DATE MADE AND ARE NOT GUARANTEES
OF FUTURE PERFORMANCE. ACTUAL RESULTS
OR DEVELOPMENTS MAY DIFFER MATERIALLY
FROM THE EXPECTATIONS EXPRESSED OR
IMPLIED IN THE FORWARD-LOOKING STATEMENTS, AND THE DEBTORS AND THE REORGANIZED DEBTORS, AS
APPLICABLE, UNDERTAKE NO OBLIGATION TO UPDATE ANY SUCH STATEMENTS.


          THE
FINANCIAL PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE
NECESSARILY BASED ON A VARIETY OF ESTIMATES AND ASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY THE DEBTORS, MAY NOT BE REALIZED AND ARE INHERENTLY SUBJECT TO
SIGNIFICANT BUSINESS, ECONOMIC,
COMPETITIVE, INDUSTRY, REGULATORY, MARKET, AND FINANCIAL UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND
THE CONTROL OF THE DEBTORS, AND THE REORGANIZED DEBTORS, AS APPLICABLE. THE DEBTORS CAUTION THAT NO REPRESENTATIONS
CAN BE MADE OR ARE MADE AS TO THE ACCURACY OF THE FINANCIAL PROJECTIONS
OR TO THE DEBTORS’ AND THE REORGANIZED
DEBTORS’, AS APPLICABLE, ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME
ASSUMPTIONS INEVITABLY WILL BE
INCORRECT. MOREOVER, EVENTS AND CIRCUMSTANCES OCCURRING SUBSEQUENT TO
THE DATE ON WHICH THE DEBTORS PREPARED THE FINANCIAL PROJECTIONS MAY BE
DIFFERENT FROM THOSE ASSUMED, OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAY AFFECT FINANCIAL RESULTS IN A
MATERIALLY ADVERSE OR MATERIALLY
BENEFICIAL MANNER. THE DEBTORS AND THE REORGANIZED DEBTORS, AS APPLICABLE, DO
NOT INTEND AND UNDERTAKE NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THE
FINANCIAL PROJECTIONS TO REFLECT EVENTS OR CIRCUMSTANCES EXISTING OR
ARISING AFTER THE DATE ON WHICH THE
DISCLOSURE STATEMENT IS INITIALLY FILED OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS. THEREFORE, THE FINANCIAL PROJECTIONS MAY NOT BE RELIED UPON, NOR SHOULD THEY BE TREATED AS, A GUARANTY OR OTHER ASSURANCE OF THE ACTUAL RESULTS
THAT WILL OCCUR. IN DECIDING WHETHER
TO VOTE TO ACCEPT OR REJECT THE PLAN, HOLDERS OF CLAIMS MUST MAKE THEIR
OWN INDEPENDENT DETERMINATIONS AS TO THE ADEQUACY AND REASONABLENESS OF SUCH
ASSUMPTIONS AND THE RELIABILITY OF THE FINANCIAL PROJECTIONS AND SHOULD CONSULT
WITH THEIR OWN ADVISORS ON ALL MATTERS.


2









	
  

 	
  

 
	
 I.

 	
 Process
 Overview

 


          In
the process of building the Debtors’ initial 2009 Business Plan, Conway
McKenzie, Inc. (“Conway2”) met with each manager of the company’s 50
plus business units, which collectively
comprise the Debtors’ operating company. During those meetings, which took
place in late 2008, the Debtors’ management (senior and mid-level), along with
Conway scrupulously reviewed historical operating results of each business unit
and held extensive discussions and working sessions pertaining to the review
and analysis of known and anticipated changes to the business units’
strategic plans. After the abovementioned working sessions took place, the projected operational results for each business
unit were compiled. Once the projected operational
results were compiled, they were provided by Conway to the Debtors’ Chief Financial Officer, Clifford Vallier, for further
review, analysis, and comments. Upon review of the business plan, the Debtors’
Chief Financial Officer prepared a number of comments and questions pertaining to each business unit’s
financial forecast and re-distributed the financial business plan, along with
his comments, to the respective business unit managers. Conway and the business
unit managers then reviewed and discussed the Chief Financial Officer’s
comments and revised each business
unit’s future operational projections accordingly in order to receive final approval of the Business Plan from the Debtors’
Chief Financial Officer.


          Following
publication of the 2009 Business Plan in January 2009, Conway has maintained
the Business Plan and updated the forecast, as necessary, on a regular basis
for actual results, as well as known and
anticipated changes in the Debtors’ business model and related operations,
including, but not limited to, the actual results achieved from opening the
permanent casino complex and related
facilities. Every time the Business Plan is updated for publication, it is
reviewed by the Chief Financial Officer, Clifford Vallier, and/or certain
representatives of The Fine Point Group,
including Randall Fine, Amanda Totaro, and Chris Colwell, for validity and approval. Additionally, the Debtors’ Chief
Financial Officer, Conway and representatives of The Fine Point Group continue
to meet on an at least a monthly basis to discuss variances between budgeted and actual financial results,
after which the Debtors’ Business Plan is then updated to take into
consideration any known or anticipated changes to the business.


          The
Debtors’ August Business Plan, which serves as the basis for the pro-forma projections contained in the Disclosure Statement
is therefore based on an iterative process that has taken into consideration all available actual financial results as
well as known and anticipated changes in future operating assumptions as
of the time it was prepared. The August Business Plan was prepared throughout
the month of August, 2009 and finalized on August 24, 2009.


August
Business Plan


          The
Debtors’ August Business Plan (which serves as the basis for its Joint Plan of Reorganization)
includes actual performance for the period from January through July 2009, and
projected financial results for August through December of 2009.


	
  

 
	

 


 
	
  

 
	
 2The following individuals from Conway were
 primarily responsible for the preparation of the Financial Projections—Charles Moore, Kevin Berry, Alex
 Calderone and Matthew Davidson.

 


3





          For
2010 through 2013, the Business Plan uses actual and projected 2009
performance, multiplied by anticipated
growth assumptions, known revenue and expense relationships, and other
anticipated changes in the company’s business model to forecast the operational
results for those years.


	
  

 	
  

 	
  

 
	
 II.

 	
 Income
 Statement and Cash Flow Statement

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Approach

 
	
  

 	
  

 	
  

 
	
           The
 Income Statement consolidates the financial performance of all of the
 Debtors’ business units using an approach
 designed by the Debtors’ management and professionals to forecast
 operating results. The Income Statement accounts for historical run rates,
 market conditions, competitive pressures,
 and anticipated changes in the Debtors’ business model, such as
 gaming-floor composition and hotel, food, and beverage pricing strategies.

 
	
  

 	
  

 
	
           The
 Financial Projections were prepared on-site at the Debtors’ Detroit gaming
 property with the Debtors’ management and its professionals on a “bottom-up”
 basis, with each business unit manager of the Debtor providing a detailed
 forecast and capital request listing. Individual business unit projections were then aggregated
 and reviewed by senior management and the Debtors’ professionals to
 prepare the consolidated Financial Projections.

 
	
  

 	
  

 
	
           Revenues
 were categorized into one of four categories: (1) Casino Operations (Gaming),
 (2) Hotel, (3) Food & Beverage, and (4)
 Other. Expenses were categorized similarly with the addition of Overhead, Restructuring, and Other
 Income (Expenses). Each business unit’s forecast was prepared by analyzing historical run rates, anticipated
 changes in the business model and key revenue drivers and the
 associated cost requirements.

 
	
  

 	
  

 
	
  

 	
 B.

 	
 Operational Drivers

 
	
  

 	
  

 	
  

 
	
           Total
 gross revenues represent gross revenues derived from casino, hotel, food and beverage, and other operations. Net revenues
 represent total gross-operating revenues less promotional allowances, which include the retail value of
 accommodations, food and beverage, and other services provided to
 casino patrons without charge, and cash back awards, such as cash coupons,
 rebates, cash complimentary, and refunds.

 
	
  

 	
  

 
	
           Casino
 revenue is derived primarily from patrons wagering at table games and slot
 machines. Table games include blackjack, craps, roulette, poker, and other
 specialty games. Casino operating revenue is recognized as earned at the time
 the relevant services are provided.

 
	
  

 	
  

 
	
           Hotel
 revenue is derived from hotel rooms and suites rented to guests, room
 service, banquet facilities, and
 other services offered by the hotel. Hotel room revenue and other hotel service
 revenue is recognized at the time the hotel rooms are provided to guests.

 
	
  

 	
  

 
	
           Food
 and beverage revenues are derived from food and beverage sales in the food
 outlets of the casino property, including
 restaurants, bars, and snack stations. Food and beverage revenue is
 recognized at the time the relevant services are provided.

 


4






          Other
revenue is obtained from ancillary casino and hotel operations such as parking garages,
ATMs, leasing agreements, merchandise sales, and certain other activities
conducted at the casino and hotel property.


	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Direct Expenses and Overhead Costs

 


          Direct
expenses represent the direct costs associated with, among other things
operating the property’s casino,
hotel, and food and beverage stations, along with the cost of the external complimentaries issued to gaming patrons. These direct
operating costs primarily relate to payroll,
supplies, gaming taxes and in the case of food and beverage operations and
external complimentaries, the cost of goods sold. Overhead expenses typically
consist of utility costs, marketing, facilities maintenance,
administrative expenses, parking, and other related expenses.


          Among
the costs described above, the gaming tax expense, which is included in the “Gaming” line item within the Income Statement,
accounts for the greatest proportion of operating expenses. Expenses associated with gaming taxes reflect amounts
payable to authorities in connection
with gaming operations and were computed in accordance with governing
documents. Lastly, the Financial Projections contemplate that a 5% gaming-tax
rollback will be effective commencing January 1, 2010, but it is important to
note that the Debtors currently
believe they have been entitled to the 5% gaming-tax rollback since February 15, 2009.


	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Restructuring Charges

 


          Management
and its professionals estimate that the Debtors will incur approximately $33.7
million of restructuring fees in 2009. These expenses are primarily
Professional fees relating to the
Chapter 11 case, but also include certain compensation of the property’s gaming
consultants (The Fine Point Group). Professional fees were projected by
examining the run-rates for Professionals
billing at hourly rates, fixed rates, and certain success fees paid to
consultants for reaching certain financial and transactional milestones.


          Non-cash
restructuring charges of approximately $8.9 million during 2009 relate to the write-off, based upon an assumed Confirmation Date3
of December 31, 2009, of deferred financing
fees pertaining to the Debtors’ pre-petition financing arrangements..


          The
estimated gain on extinguishment of debt of $553 million is based on an
estimated $605 million of liabilities
subject to compromise as of December 31, 2009, netted against $52 million
of roll-over liabilities into the Plan Note.


	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Management Profit Sharing Program

 


          These
Financial Projections contemplate the continued employment of The Fine Point Group
to oversee management of the Detroit gaming property of the Reorganized
Debtors, but a formal contract has not yet been executed between the
Reorganized Debtors and The Fine Point Group.
In addition to base management fees which are budgeted under “Overhead,”
certain


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
  

 	
 3 The Effective Date may occur at a point in
 time subsequent to the Confirmation Date.

 


5





costs
associated with the continued retention of The Fine Point Group are also
included within the “Management
Profit Sharing Program” line item. The amounts included within the “Management Profit Sharing Program” line item
contemplate the potential future success fees paid to The Fine Point
Group in connection with their continued management of the business and reaching the profitability milestones contained
within the Financial Projections. Should the future management team be different than the existing management team, the
Financial Projections may be materially different.


	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Interest Expense

 


          Interest
expense for 2009 includes anticipated payments to lenders on account of the DIP
Facility.


          Interest
expense on the Plan Note and Additional Plan Note, which is assumed to commence
in January of 2010, approximates 13%. The terms of the exit financing are still
subject to change and, accordingly,
this treatment represents the Debtors’ best estimate of those terms as
of the date these Financial Projections were prepared.


	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 Income Taxes

 


          Michigan
Business Taxes were calculated based on an estimate of .09% of Gross Gaming Revenues. For purposes of forecasting provisions
for taxes pertaining to the effectuation of the contemplated Plan,
taxing-authority-related transaction fees resulting from the Plan are assumed
to be zero. However, a final assessment of any potential
taxing-authority-related liability may vary based on the structure of
the Plan and events occurring after the Effective Date.


          An
assumed payment of 35% of Earnings Prior to Income Taxes is contemplated in the
Financial Projections from January 2010 through December 2013 to account for
federal income tax consequences.


	
  

 	
  

 	
  

 
	
  

 	
 H.

 	
 Operating Activities

 


          Cash
flow from operating activities captures cash flows generated from the Debtors’ daily operations and includes the net impact of
revenues less operating expenses, interest expense, and working-capital
changes.


	
  

 	
  

 	
  

 
	
  

 	
 I.

 	
 Capital Expenditures

 


          Capital
expenditures projected in the Plan are primarily maintenance related. These expenditures are designed to restore the property
to desired standards. Such expenses include costs for revamping slot composition, upgrading the surveillance and
information systems, and facility
repairs.


	
  

 	
  

 	
  

 
	
  

 	
 J.

 	
 Financing Activities

 


          Net
proceeds from borrowings reflected in the Cash Flow Statement represent borrowings on the Debtors’ credit facility to
secure payment for construction projects and ordinary-course working
capital.


6





          The
Financial Projections assume operating cash in excess of $15 million is used to
pay down the outstanding principal balance of the Plan Note and Additional Plan
Note. The terms of the exit financing
are still subject to change and, accordingly, this treatment represents the Debtors’
best estimate of those terms as of the date these Financial Projections were
prepared.


	
  

 	
  

 
	
 III.

 	
 Balance Sheet
 and Pro Forma Balance Sheet

 


          The
Pro Forma Balance Sheet contains certain adjustments as a result of
Consummation of the Plan. Liabilities Subject to Compromise will be
extinguished and receive treatment based on the Plan. Certain liabilities subject to compromise will be converted
to equity as a result of the
Reorganized Debtors’ issuance of Reorganized Debtors’ equity to satisfy Allowed
Claims under the Plan.


          The
Debtors have included various line-item adjustments to the Balance Sheet to
reflect assumed equity value as of the Effective Date based on the
midpoint in Total Enterprise Value of $540
million as indicated in Exhibit E of the Disclosure Statement. The
effect of “fresh start” accounting,
when implemented, may result in further adjustments to assets and liabilities
to reflect the appropriate equity value. The proposed fresh-start accounting
and reorganization effects have been
prepared for illustrative purposes only. These adjustments may not reflect the final
generally accepted accounting principles when applied.


          The
Pro Forma Balance Sheet reflects the Reorganized Debtors’ pro forma projected consolidated Balance Sheet using an anticipated
Effective Date of December 31, 2009, based upon a Total Enterprise Value of
$540 million, which is the midpoint of the range of Total Enterprise Values of the Reorganized Debtors, as
set forth in Exhibit E of the Disclosure Statement. The Pro Forma
Balance Sheet was developed based upon the Debtors’ unaudited July 31, 2009 Balance Sheet, as adjusted for the
projected income and cash flow from August through December 2009 operations. Adjustments were made to the projected
December 31, 2009 Balance Sheet for
illustrative purposes only in order to demonstrate the effect of the Plan on
a Pro Forma Balance Sheet.


          On
the Effective Date, the Reorganized Debtors will use available cash-on-hand
and/or the proceeds of an Exit
Financing agreement to satisfy all Allowed Administrative Claims not otherwise
paid in the ordinary course of business, Allowed Priority Tax Claims, Allowed
Other Priority Claims, Allowed Professional Claims, and any other Allowed
Claims, not otherwise mentioned below. The Secured Claims of the DIP Lenders
shall receive a Pro Rata share of the Plan
Note in full satisfaction of such Claims. The Pre-Petition Credit Agreement
Claims of the Pre-petition Lenders shall receive a Pro Rata share of the equity
of Reorganized Holdings and the
Additional Plan Note, in full satisfaction of such Claims. The Pre-Petition
Adequate Protection Claims of the
Pre-petition Lenders shall receive a Pro Rata share of the Plan Note or Cash, in full satisfaction of such claims. The
Trade Claims Against Casino will receive a Pro Rata share of the Trade Distribution Fund ($3 million), paid in two equal
installments six and twelve months
after the Effective Date; and the General Unsecured Claims Against Casino will receive
a Pro Rata share of the Unsecured Distribution Fund ($200 thousand), paid in
two equal installments six and twelve months after the Effective Date.


7





Notes to
Pro Forma Projected Balance Sheet:


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Cash

 


          The
$9.4 million decrease in Cash on the Pro Forma Balance Sheet reflects the
Debtors’ current estimate of the proceeds that will be used to fund the
previously specified Claims on the Effective
Date. The Debtor’s believe the remaining $15 million of Cash on hand as of the Effective
Date will be required to operate the business in the ordinary course as
projected in the Debtors’ business plan.
Actual Cash on the Effective Date may vary from Cash reflected in the Pro
Forma Balance Sheet because of variances in the Financial Projections and
potential changes in the Debtors’ need for Cash to Consummate the Plan.


	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Other Assets

 


          The
$9 million impairment adjustment to Other Assets on the Pro Forma Balance Sheet
is due to the write-off of unamortized
deferred financing fees associated with the Pre-Petition Credit Facility.


	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 DIP Loans

 


          This
adjustment represents the roll-over of the DIP Loans into the Plan Note on the Effective Date.


	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Accounts Payable (post-petition)

 


          The
$4.0 million adjustment represents the funding of estimated unpaid Allowed Professional Claims and Allowed Other Priority
Claims as of the Effective Date, that are projected to be included in
the Accounts Payable balance as of December 31, 2009.


	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Plan Note

 


          The
$250 million adjustment represents the DIP Loan roll-over into the Plan Note,
as well as the conversion of certain
Secured Claims of Pre-petition Lenders into the Plan Note and Additional
Plan Note. The underlying assumption is that the combined Plan Note and
Additional Plan Note will together approximate $250 million.


	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Liabilities Subject to Compromise

 


          This
amount reflects the elimination of pre-petition Claims including (i) the senior
unsecured notes due 2013 (the
“Notes”), (ii) the Secured Claims of Pre-petition Lenders, (iii) pre-petition accounts payable, (iv) pre-petition
accrued liabilities, and (v) other General Unsecured Claims. 


	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 Equity

 


          Adjustments
to shareholders’ equity were based on the estimated equity value of the Reorganized Debtors ($260 million) in accordance
with “fresh start” accounting provisions of SOP 90-7.


8









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Reorganized Debtors

 Consolidated
 Income Statement

 Unaudited

 ($ in thousands)

 	
  

 	
 2008 A

 	
  

 	
 2009 P

 	
  

 	
 2010 P

 	
  

 	
 2011 P

 	
  

 	
 2012 P

 	
  

 	
 2013 P

 	
  

 
	
  

 	
  

 	

 


 
	
 Revenue

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Net Gaming Revenue

 	
  

 	
  

 	
 297,329

 	
  

 	
  

 	
 329,447

 	
  

 	
  

 	
 335,961

 	
  

 	
  

 	
 342,767

 	
  

 	
  

 	
 349,708

 	
  

 	
  

 	
 356,789 

 	
  

 
	
 Food & Beverage

 	
  

 	
  

 	
 11,862

 	
  

 	
  

 	
 20,558

 	
  

 	
  

 	
 19,205

 	
  

 	
  

 	
 19,589

 	
  

 	
  

 	
 19,981

 	
  

 	
  

 	
 20,381 

 	
  

 
	
 Hotel

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 11,077

 	
  

 	
  

 	
 12,435

 	
  

 	
  

 	
 12,683

 	
  

 	
  

 	
 12,937

 	
  

 	
  

 	
 13,196 

 	
  

 
	
 Other

 	
  

 	
  

 	
 4,608

 	
  

 	
  

 	
 4,737

 	
  

 	
  

 	
 4,644

 	
  

 	
  

 	
 4,736

 	
  

 	
  

 	
 4,831

 	
  

 	
  

 	
 4,928 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total
 Gross Revenues

 	
  

 	
  

 	
 313,799

 	
  

 	
  

 	
 365,819

 	
  

 	
  

 	
 372,245

 	
  

 	
  

 	
 379,776

 	
  

 	
  

 	
 387,458

 	
  

 	
  

 	
 395,293 

 	
  

 
	
 Less: Promotional Allowances

 	
  

 	
  

 	
 (27,070

 	
 )

 	
  

 	
 (34,796

 	
 )

 	
  

 	
 (34,745

 	
 )

 	
  

 	
 (34,957

 	
 )

 	
  

 	
 (35,174

 	
 )

 	
  

 	
 (35,394 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Revenues

 	
  

 	
 $

 	
 286,729

 	
  

 	
 $

 	
 331,024

 	
  

 	
 $

 	
 337,499

 	
  

 	
 $

 	
 344,819

 	
  

 	
 $

 	
 352,283

 	
  

 	
 $

 	
 359,899 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Direct Expenses

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gaming

 	
  

 	
  

 	
 162,117

 	
  

 	
  

 	
 164,107

 	
  

 	
  

 	
 150,933

 	
  

 	
  

 	
 154,073

 	
  

 	
  

 	
 156,961

 	
  

 	
  

 	
 159,911 

 	
  

 
	
 Food & Beverage

 	
  

 	
  

 	
 9,715

 	
  

 	
  

 	
 14,768

 	
  

 	
  

 	
 12,531

 	
  

 	
  

 	
 12,954

 	
  

 	
  

 	
 13,393

 	
  

 	
  

 	
 13,848 

 	
  

 
	
 Hotel

 	
  

 	
  

 	
 827

 	
  

 	
  

 	
 9,982

 	
  

 	
  

 	
 10,949

 	
  

 	
  

 	
 11,168

 	
  

 	
  

 	
 11,390

 	
  

 	
  

 	
 11,619 

 	
  

 
	
 Other

 	
  

 	
  

 	
 616

 	
  

 	
  

 	
 534

 	
  

 	
  

 	
 196

 	
  

 	
  

 	
 200

 	
  

 	
  

 	
 203

 	
  

 	
  

 	
 207
 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total
 Direct Expenses

 	
  

 	
  

 	
 173,275

 	
  

 	
  

 	
 189,391

 	
  

 	
  

 	
 174,609

 	
  

 	
  

 	
 178,395

 	
  

 	
  

 	
 181,948

 	
  

 	
  

 	
 185,586

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Gross Profit

 	
  

 	
 $

 	
 113,454

 	
  

 	
 $

 	
 141,633

 	
  

 	
 $

 	
 162,891

 	
  

 	
 $

 	
 166,424

 	
  

 	
 $

 	
 170,335

 	
  

 	
 $

 	
 174,313 

 	
  

 
	
 Margin

 	
  

 	
  

 	
 39.6

 	
 %

 	
  

 	
 42.8

 	
 %

 	
  

 	
 48.3

 	
 %

 	
  

 	
 48.3

 	
 %

 	
  

 	
 48.4

 	
 %

 	
  

 	
 48.4 

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Overhead Expenses

 	
  

 	
  

 	
 63,343

 	
  

 	
  

 	
 69,948

 	
  

 	
  

 	
 74,576

 	
  

 	
  

 	
 75,679

 	
  

 	
  

 	
 77,105

 	
  

 	
  

 	
 78,574

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 EBITDAR

 	
  

 	
 $

 	
 50,111

 	
  

 	
 $

 	
 71,685

 	
  

 	
 $

 	
 88,315

 	
  

 	
 $

 	
 90,746

 	
  

 	
 $

 	
 93,231

 	
  

 	
 $

 	
 95,739 

 	
  

 
	
 Margin

 	
  

 	
  

 	
 17.5

 	
 %

 	
  

 	
 21.7

 	
 %

 	
  

 	
 26.2

 	
 %

 	
  

 	
 26.3

 	
 %

 	
  

 	
 26.5

 	
 %

 	
  

 	
 26.6 

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Other Income (Expense)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Restructuring Fees

 	
  

 	
  

 	
 (11,667

 	
 )

 	
  

 	
 (33,705

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Management Profit Sharing Program

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 (1,204

 	
 )

 	
  

 	
 (1,827

 	
 )

 	
  

 	
 (2,465

 	
 )

 	
  

 	
 (3,107 

 	
 )

 
	
 Other Non-Cash Restructuring Charges

 	
  

 	
  

 	
 (128,240

 	
 )

 	
  

 	
 (8,902

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Gain (Loss) on Extinguishment of Debt

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 553,223

 	
  

 	
  

 	
 .

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Michigan Business Tax

 	
  

 	
  

 	
 (4,228

 	
 )

 	
  

 	
 (1,135

 	
 )

 	
  

 	
 (3,174

 	
 )

 	
  

 	
 (3,238

 	
 )

 	
  

 	
 (3,303

 	
 )

 	
  

 	
 (3,369 

 	
 )

 
	
 Depreciation & Amortization of Finance Fees

 	
  

 	
  

 	
 (17,842

 	
 )

 	
  

 	
 (16,820

 	
 )

 	
  

 	
 (18,051

 	
 )

 	
  

 	
 (19,739

 	
 )

 	
  

 	
 (21,426

 	
 )

 	
  

 	
 (23,114 

 	
 )

 
	
 Net Interest Income / (Expense)

 	
  

 	
  

 	
 (41,044

 	
 )

 	
  

 	
 (79,341

 	
 )

 	
  

 	
 (30,668

 	
 )

 	
  

 	
 (26,985

 	
 )

 	
  

 	
 (22,583

 	
 )

 	
  

 	
 (17,554 

 	
 )

 
	
 Other

 	
  

 	
  

 	
 2

 	
  

 	
  

 	
 29

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total
 Other Income (Expense)

 	
  

 	
  

 	
 (203,019

 	
 )

 	
  

 	
 413,349

 	
  

 	
  

 	
 (53,097

 	
 )

 	
  

 	
 (51,789

 	
 )

 	
  

 	
 (49,777

 	
 )

 	
  

 	
 (47,143 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Earnings
 Prior to Income Taxes

 	
  

 	
 $

 	
  (152,908

 	
 )

 	
 $

 	
 485,034

 	
  

 	
 $

 	
 35,217

 	
  

 	
 $

 	
 38,956

 	
  

 	
 $

 	
 43,454

 	
  

 	
 $

 	
 48,595 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Provision for Income Taxes

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 12,326

 	
  

 	
  

 	
 13,635

 	
  

 	
  

 	
 15,209

 	
  

 	
  

 	
 17,008 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Income 

 	
  

 	
 $

 	
  (152,908

 	
 )

 	
 $

 	
 485,034

 	
  

 	
 $

 	
 22,891

 	
  

 	
 $

 	
 25,321

 	
  

 	
 $

 	
 28,245

 	
  

 	
 $

 	
 31,587 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
 

 	

 


 	

 


 	
 

 	

 


 	

 


 	
 

 	

 


 	

 


 	
 

 	

 


 	

 


 	
 

 	

 


 	

 


 	
 

 



9







Reorganized Debtors

Consolidated Cash Flow Statement

Unaudited

($ in thousands)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2008 A

 	
  

 	
 2009 P

 	
  

 	
 2010 P

 	
  

 	
 2011 P

 	
  

 	
 2012 P

 	
  

 	
 2013 P

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Operating Activities:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Net Income

 	
  

 	
  

 	
 (152,908

 	
 )

 	
  

 	
 485,034

 	
  

 	
  

 	
 22,891

 	
  

 	
  

 	
 25,321

 	
  

 	
  

 	
 28,245

 	
  

 	
  

 	
 31,587

 	
  

 
	
 Gain from
 Cancellation of Liabilities in Connection
 with Restructuring

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 (553,223

 	
 )

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Asset Write Off

 	
  

 	
  

 	
 128,240

 	
  

 	
  

 	
 8,902

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Depreciation, Amortization, Other Non-Cash Charges

 	
  

 	
  

 	
 17,842

 	
  

 	
  

 	
 18,040

 	
  

 	
  

 	
 18,051

 	
  

 	
  

 	
 19,739

 	
  

 	
  

 	
 21,426

 	
  

 	
  

 	
 23,114 

 	
  

 
	
 Changes in
 Working Capital Accounts

 	
  

 	
  

 	
 9,825

 	
  

 	
  

 	
 (15,574

 	
 )

 	
  

 	
 (2,946

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Changes in Other Assets & Liabilities

 	
  

 	
  

 	
 26,617

 	
  

 	
  

 	
 46,755

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net
 Cash Provided (Used) by Operating Activities

 	
  

 	
 $

 	
 29,616 

 	
  

 	
 $

 	
  (10,066

 	
 )

 	
 $

 	
 37,997

 	
  

 	
 $

 	
 45,060

 	
  

 	
 $

 	
 49,672

 	
  

 	
 $

 	
 54,701

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Investing
 Activities;

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Changes in Fixed Assets (Construction Project / Capital Expenditures)

 	
  

 	
  

 	
 (169,285

 	
 )

 	
  

 	
 (46,557

 	
 )

 	
  

 	
 (11,395

 	
 )

 	
  

 	
 (13,500

 	
 )

 	
  

 	
 (13,500

 	
 )

 	
  

 	
 (13,500 

 	
 )

 
	
 Other

 	
  

 	
  

 	
 (18

 	
 )

 	
  

 	
 (5

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Cash Provided (Used) by Investing Activities

 	
  

 	
  

 	
  (169,303

 	
 )

 	
  

 	
  (46,562

 	
 )

 	
  

 	
  (11,395

 	
 )

 	
  

 	
  (13,500

 	
 )

 	
  

 	
  (13,500

 	
 )

 	
  

 	
  (13,500 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Financing Activities:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Net Proceeds from Borrowings (includes PIK interest on DIP Facility)

 	
  

 	
  

 	
 132,369

 	
  

 	
  

 	
 67,334

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Proceeds from
 Member Contributions

 	
  

 	
  

 	
 12,099

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Payments on Plan Note

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 (25,090

 	
 )

 	
  

 	
 (31,560

 	
 )

 	
  

 	
 (36,172

 	
 )

 	
  

 	
 (41,201 

 	
 )

 
	
 Payments on Slot
 Purchase Notes 

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 (4,738

 	
 )

 	
  

 	
 (1,513

 	
 )

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net Cash Provided (Used) by Financing Activities

 	
  

 	
  

 	
 144,468

 	
  

 	
  

 	
 62,596

 	
  

 	
  

 	
  (36,603

 	
 )

 	
  

 	
  (31,560

 	
 )

 	
  

 	
  (36,172

 	
 )

 	
  

 	
  (41,201 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Net Increase
 (Decrease) in Cash

 	
  

 	
  

 	
 4,781

 	
  

 	
  

 	
 5,968

 	
  

 	
  

 	
 (0

 	
 )

 	
  

 	
 (0

 	
 )

 	
  

 	
 (0

 	
 )

 	
  

 	
 (0
 

 	
 )

 
	
 Cash at Beginning of Period 

 	
  

 	
  

 	
 19,251

 	
  

 	
  

 	
 24,032

 	
  

 	
  

 	
 30,000

 	
  

 	
  

 	
 30,000

 	
  

 	
  

 	
 30,000

 	
  

 	
  

 	
 30,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash at End of Period

 	
  

 	
 $

 	
 24,032 

 	
  

 	
 $

 	
 30,000

 	
  

 	
 $

 	
 30,000

 	
  

 	
 $

 	
 30,000

 	
  

 	
 $

 	
 30,000

 	
  

 	
 $

 	
 30,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



10





Reorganized Debtors

Consolidated Balance Sheet

Unaudited

($ in thousands)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2008 A

 	
  

 	
 2009 P

 	
  

 	
 2010 P

 	
  

 	
 2011 P

 	
  

 	
 2012 P

 	
  

 	
 2013 P

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 ASSETS;

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current
 Assets:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash - Operating Account

 	
  

 	
  

 	
 10,636

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 15,000 

 	
  

 
	
 Cash - Floor Cash

 	
  

 	
  

 	
 13,395

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
 15,000 

 	
  

 
	
 Certificate of Deposit

 	
  

 	
  

 	
 522

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
 527
 

 	
  

 
	
 Accounts Receivable, Net

 	
  

 	
  

 	
 4,322

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
 4,697 

 	
  

 
	
 Notes Receivable

 	
  

 	
  

 	
 2,370

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
 2,440 

 	
  

 
	
 Inventories

 	
  

 	
  

 	
 601

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
 515
 

 	
  

 
	
 Prepaids / Other

 	
  

 	
  

 	
 18,894

 	
  

 	
  

 	
 18,249

 	
  

 	
  

 	
 17,995

 	
  

 	
  

 	
 17,995

 	
  

 	
  

 	
 17,995

 	
  

 	
  

 	
 17,995 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Current Assets

 	
  

 	
  

 	
 50,740

 	
  

 	
  

 	
 56,428

 	
  

 	
  

 	
 56,174

 	
  

 	
  

 	
 56,174

 	
  

 	
  

 	
 56,174

 	
  

 	
  

 	
 56,174

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Non Current Assets:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Property, Building and Equipment, Net

 	
  

 	
  

 	
 448,586

 	
  

 	
  

 	
 481,610

 	
  

 	
  

 	
 474,953

 	
  

 	
  

 	
 468,714

 	
  

 	
  

 	
 460,787

 	
  

 	
  

 	
 451,173 

 	
  

 
	
 Other Assets

 	
  

 	
  

 	
 15,371

 	
  

 	
  

 	
 1,962

 	
  

 	
  

 	
 1,962

 	
  

 	
  

 	
 1,962

 	
  

 	
  

 	
 1,962

 	
  

 	
  

 	
 1,962 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Non Current Assets

 	
  

 	
  

 	
 463,957

 	
  

 	
  

 	
 483,572

 	
  

 	
  

 	
 476,915

 	
  

 	
  

 	
 470,676

 	
  

 	
  

 	
 462,750

 	
  

 	
  

 	
 453,136

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 TOTAL ASSETS

 	
  

 	
 $

 	
 514,696

 	
  

 	
 $

 	
 540,000

 	
  

 	
 $

 	
 533,089

 	
  

 	
  

 	
 526,850

 	
  

 	
 $

 	
 518,923

 	
  

 	
 $

 	
 509,309


 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LIABILITIES
 AND EQUITY:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current
 Liabilities:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DIP Loans

 	
  

 	
  

 	
 130,135

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
 Accounts Payable

 	
  

 	
  

 	
 26,503

 	
  

 	
  

 	
 12,460

 	
  

 	
  

 	
 9,260

 	
  

 	
  

 	
 9,260

 	
  

 	
  

 	
 9,260

 	
  

 	
  

 	
 9,260 

 	
  

 
	
 Accrueds / Other

 	
  

 	
  

 	
 8,366

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
 10,421 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Current Liabilities

 	
  

 	
  

 	
 165,004

 	
  

 	
  

 	
 22,881

 	
  

 	
  

 	
 19,681

 	
  

 	
  

 	
 19,681

 	
  

 	
  

 	
 19,681

 	
  

 	
  

 	
 19,681

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Non Current Liabilities:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Plan Note

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 250,000

 	
  

 	
  

 	
 224,910

 	
  

 	
  

 	
 193,349

 	
  

 	
  

 	
 157,178

 	
  

 	
  

 	
 115,977 

 	
  

 
	
 Other Liabilities

 	
  

 	
  

 	
 11,269

 	
  

 	
  

 	
 7,015

 	
  

 	
  

 	
 5,503

 	
  

 	
  

 	
 5,503

 	
  

 	
  

 	
 5,503

 	
  

 	
  

 	
 5,503 

 	
  

 
	
 Liabilities Subject to Compromise

 	
  

 	
  

 	
 563,400

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total Non Current Liabilities

 	
  

 	
  

 	
 574,669

 	
  

 	
  

 	
 257,015

 	
  

 	
  

 	
 230,413

 	
  

 	
  

 	
 198,852

 	
  

 	
  

 	
 162,680

 	
  

 	
  

 	
 121,480

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TOTAL LIABILITIES

 	
  

 	
  

 	
 739,673

 	
  

 	
  

 	
 279,896

 	
  

 	
  

 	
 250,093

 	
  

 	
  

 	
 218,533

 	
  

 	
  

 	
 182,361

 	
  

 	
  

 	
 141,161

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EQUITY (DEFICIT)

 	
  

 	
  

 	
  (224,977

 	
 )

 	
  

 	
 260,104

 	
  

 	
  

 	
 282,995

 	
  

 	
  

 	
 308,317

 	
  

 	
  

 	
 336,562

 	
  

 	
  

 	
 368,149

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 TOTAL
 LIABILITIES AND EQUITY

 	
  

 	
 $

 	
 514,696

 	
  

 	
 $

 	
 540,000

 	
  

 	
 $

 	
 533,089

 	
  

 	
 $

 	
 526,850

 	
  

 	
 $

 	
 518,923

 	
  

 	
 $

 	
 509,309 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



11






Reorganized Debtors 

Pro Forma Balance Sheet

Unaudited

($ in thousands)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Projected 

 12/31/2009

 	
  

 	
 Recap. Adj.

 	
  

 	
  

 	
  

 	
 Fresh Start Adj.

 	
  

 	
 Projected 12/31/2009

 	
  

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 ASSETS:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current Assets:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash - Operating
 Account

 	
  

 	
  

 	
 24,391

 	
  

 	
  

 	
 (9,391

 	
 )

 	
 (a)

 	
  

 	
  

 	
  

 	
  

 	
 15,000 

 	
  

 
	
 Cash - Floor
 Cash

 	
  

 	
  

 	
 15,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 15,000 

 	
  

 
	
 Certificate of
 Deposit

 	
  

 	
  

 	
 527

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 527
 

 	
  

 
	
 Accounts
 Receivable, Net

 	
  

 	
  

 	
 4,697

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 4,697 

 	
  

 
	
 Notes Receivable

 	
  

 	
  

 	
 2,440

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 2,440 

 	
  

 
	
 Inventories

 	
  

 	
  

 	
 515

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 515
 

 	
  

 
	
 Prepaids / Other

 	
  

 	
  

 	
 18,249

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 18,249 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Total
 Current Assets

 	
  

 	
  

 	
 65,819

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 56,428
 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Non Current
 Assets:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Property,
 Building and Equipment, Net

 	
  

 	
  

 	
 481,610

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 481,610

 	
  

 
	
 Other Assets

 	
  

 	
  

 	
 10,864

 	
  

 	
  

 	
 (8,902

 	
 )

 	
 (b)

 	
  

 	
  

 	
  

 	
  

 	
 1,962 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Total
 Non Current Assets

 	
  

 	
  

 	
 492,474 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 483,572 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 TOTAL
 ASSETS

 	
  

 	
 $

 	
 558,293

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 540,090

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LIABILITIES
 AND EQUITY:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current
 Liabilities:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 DIP Loans

 	
  

 	
  

 	
 197,469

 	
  

 	
  

 	
 (197,469

 	
 )

 	
 (c)

 	
  

 	
  

 	
  

 	
  

 	
 —

 	
  

 
	
 Accounts Payable

 	
  

 	
  

 	
 16,551

 	
  

 	
  

 	
 (4,091

 	
 )

 	
 (d)

 	
  

 	
  

 	
  

 	
  

 	
 12,460 

 	
  

 
	
 Accrueds / Other

 	
  

 	
  

 	
 10,421

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 10,421

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Total
 Current Liabilities

 	
  

 	
  

 	
 224,441

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 22,881

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Non Current
 Liabilities:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Plan Note

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 250,000

 	
  

 	
 (e)

 	
  

 	
  

 	
  

 	
  

 	
 250,000 

 	
  

 
	
 Other
 Liabilities

 	
  

 	
  

 	
 7,015

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 7,015

 	
  

 
	
 Liabilities
 Subject to Compromise

 	
  

 	
  

 	
 605,754

 	
  

 	
  

 	
 (605,754

 	
 )

 	
 (f)

 	
  

 	
  

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Total
 Non Current Liabilities

 	
  

 	
  

 	
 612,769

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 257,015

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TOTAL
 LIABILITIES

 	
  

 	
  

 	
 837,210

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 279,896

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 EQUITY
 (DEFICIT)

 	
  

 	
  

 	
  (278,917

 	
 )

 	
  

 	
 539,021

 	
  

 	
 (g)

 	
  

 	
  

 	
  

 	
  

 	
 260,104
 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 TOTAL
 LIABILITIES AND EQUITY

 	
  

 	
 $

 	
 558,293

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 540,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 



12






EXHIBIT H 


TO


DISCLOSURE STATEMENT 

FOR THE SECOND AMENDED JOINT PLANS OF REORGANIZATION PROPOSED

BY
NOTEHOLDER PLAN PROPONENTS

INCLUDING
OFFICIAL COMMITTEE OF UNSECURED CREDITORS

AND
INDENTURE TRUSTEE










	
  

 	
  

 
	
  

 	
 CONSOLIDATED FINANCIAL STATEMENTS

 
	
  

 	
  

 
	
  

 	
 Greektown Holdings, L.L.C.

 
	
  

 	
 (Debtor-In-Possession)

 
	
  

 	
 Years Ended December 31,
 2008 and 2007

 
	
  

 	
 With Report of Independent
 Auditors

 
	
  

 	
  

 
	
  

 	
 Ernst & Young LLP

 
	
  

 	
  

 
	
  

 	













Greektown
Holdings, L.L.C. 

(Debtor-In-Possession)


Consolidated Financial Statements


Years Ended December 31, 2008 and 2007


Contents


	
  

 	
  

 
	
 Report of Independent
 Auditors

 	
 1

 
	
  

 	
  

 
	
 Audited Consolidated
 Financial Statements

 	
  

 
	
  

 	
  

 
	
 Consolidated Balance
 Sheets

 	
 2
 

 
	
 Consolidated Statements of
 Operations

 	
 4
 

 
	
 Consolidated Statements of
 Member’s Deficit

 	
 5
 

 
	
 Consolidated Statements of
 Cash Flows

 	
 6
 

 
	
 Notes to Consolidated
 Financial Statements

 	
 7
 

 













	
  

 	
  

 
	
 

 
	
 Ernst & Young LLP
One Kennedy Square
Suite 1000
777 Woodward Avenue
Detroit, Michigan 4B226-5495


Main Tel: +1 313 628 7100

 






Report of Independent
Auditors


To the Member of 

Greektown Holdings, L.L.C.


We
have audited (he accompanying consolidated balance sheets of Greektown
Holdings, L.L.C, (Debtor-in-Possession and the “Company”) as of December 31,
2008 and 2007, and the related consolidated statements of operations, member’s
deficit, and cash flows for the years then ended. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.


We
conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. We were not engaged to perform an audit of the
Company’s internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.
An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.


In
our opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Greektown Holdings, L.L.C.
at December 31, 2008 and 2007, and the consolidated results of its operations
and its cash flows for the years then ended in conformity with U.S. generally
accepted accounting principles.


As discussed
in the notes to the consolidated financial statements, on May 29, 2008, the
Company filed for reorganization under Chapter 11 of the United States
Bankruptcy Code. The accompanying consolidated financial statements do not
purport to reflect or provide for the consequences of the bankruptcy
proceedings. In particular, such consolidated financial statements do not
purport to show (a) as to assets, their realizable value on a liquidation basis
or their availability to satisfy liabilities; (b) as to pre-petition
liabilities, the amounts mat may be allowed for claims or contingencies, or the
status and priority thereof; (c) as to equity accounts, the effect of any
changes that may be made in the capitalization of the Company; or (d) as to
operations, the effect of any changes that may be made in its business.


The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed
in the notes to the consolidated financial statements, the Company’s ability to
comply with the terms and conditions of the debtor-in-possession financing
agreement; to obtain confirmation of a plan of reorganization under Chapter 11
of the United States Bankruptcy Code; to improve profitability; to generate
sufficient cash flow from operations to satisfy liabilities as they come due;
and to obtain additional financing to meet the Company’s future obligations.
These conditions raise substantial doubt about its ability to continue as a
going concern. Management’s plans concerning these matters are also described in
the notes to the consolidated financial statements. The financial statements do
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification
of liabilities that may result from the outcome of this uncertainty.





March 30, 2009


1






Greektown
Holdings, L.L.C.

(Debtor-In-Possession)


Consolidated Balance Sheets


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 December 31

 
	
  

 	
  

 	
 2008

 	
  

 	
 2007

 
	
  

 	
  

 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  (In Thousands)

 
	
 Assets

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current assets:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash and cash equivalents

 	
  

 	
 $

 	
 24,032

 	
  

 	
 $

 	
 19,251 

 
	
 Certificate of deposit

 	
  

 	
  

 	
 522

 	
  

 	
  

 	
 504 

 
	
 Accounts receivable – gaming, less
 allowance for doubtful accounts of $2,417 and $1,785 in 2008 and 2007,
 respectively

 	
  

 	
  

 	
 3,619

 	
  

 	
  

 	
 5,778 

 
	
 Accounts receivable – other, less allowance
 for doubtful accounts of $166 and $19 in 2008 and 2007,
 respectively

 	
  

 	
  

 	
 701

 	
  

 	
  

 	
 666 

 
	
 Notes receivable

 	
  

 	
  

 	
 2,370

 	
  

 	
  

 	
 —

 
	
 Inventories

 	
  

 	
  

 	
 601

 	
  

 	
  

 	
 326 

 
	
 Prepaid expenses and other current assets

 	
  

 	
  

 	
 18,895

 	
  

 	
  

 	
 17,399 

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total current assets

 	
  

 	
  

 	
 50,740

 	
  

 	
  

 	
 43,924 

 
	
  

 
	
 Property, building, and equipment, net

 	
  

 	
  

 	
 448,585

 	
  

 	
  

 	
 286,890 

 
	
  

 
	
 Other assets:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Financing fees, net of accumulated
 amortization of $10,450 and $6,590 in 2008 and 2007, respectively

 	
  

 	
  

 	
 14,105

 	
  

 	
  

 	
 18,859 

 
	
 Casino development rights

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 128,808 

 
	
 Deposits and other assets

 	
  

 	
  

 	
 30

 	
  

 	
  

 	
 30 

 
	
 Notes receivable

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 2,250 

 
	
 Deferred Michigan business tax

 	
  

 	
  

 	
 1,236

 	
  

 	
  

 	
 1,236 

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total assets

 	
  

 	
 $

 	
  514,696

 	
  

 	
 $

 	
 481,997 

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 



2





Greektown
Holdings, L.L.C.

(Debtor-In-Possession)


Consolidated
Balance Sheets


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 December 31

 	
  

 
	
  

 	
  

 	
 2008

 	
  

 	
 2007

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  (In Thousands)

 	
  

 
	
 Liabilities and members’ deficit

 	
  

 	
  

 	
  

 
	
 Current
 liabilities not subject to compromise:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current portion of long-term debt and notes
 payable

 	
  

 	
 $

 	
 —

 	
  

 	
 $

 	
 448,297 

 	
  

 
	
 Debtor-in-possession financing

 	
  

 	
  

 	
 130,134

 	
  

 	
  

 	
 —

 	
  

 
	
 Secured debt in default

 	
  

 	
  

 	
 313,966

 	
  

 	
  

 	
 —

 	
  

 
	
 Current portion of lawsuit settlement
 obligation

 	
  

 	
  

 	
 981

 	
  

 	
  

 	
 981 

 	
  

 
	
 Accounts payable

 	
  

 	
  

 	
 25,299

 	
  

 	
  

 	
 28,197 

 	
  

 
	
 Accrued interest

 	
  

 	
  

 	
 6,015

 	
  

 	
  

 	
 6,362 

 	
  

 
	
 Notes payable

 	
  

 	
  

 	
 6,671

 	
  

 	
  

 	
 —

 	
  

 
	
 Fair value of interest rate swap agreements

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 9,367 

 	
  

 
	
 Accrued expenses and other liabilities 

 	
  

 	
  

 	
 20,323

 	
  

 	
  

 	
 9,442 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total
 current liabilities not subject to compromise

 	
  

 	
  

 	
 503,389

 	
  

 	
  

 	
 502,646 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current
 liabilities subject to compromise:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Long-term debt and notes payable

 	
  

 	
  

 	
 185,000

 	
  

 	
  

 	
 —

 	
  

 
	
 Pre-petition payables

 	
  

 	
  

 	
 12,370

 	
  

 	
  

 	
 —

 	
  

 
	
 Pre-petition accrued interest

 	
  

 	
  

 	
 9,944

 	
  

 	
  

 	
 —

 	
  

 
	
 Accrued interest subject to compromise

 	
  

 	
  

 	
 11,601

 	
  

 	
  

 	
 —

 	
  

 
	
 Pre-petition amounts due to parent 

 	
  

 	
  

 	
 1,350

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total
 current liabilities subject to compromise

 	
  

 	
  

 	
 220,265

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total
 current liabilities

 	
  

 	
  

 	
 723,654

 	
  

 	
  

 	
 502,646 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Long-term
 liabilities not subject to compromise:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Lawsuit settlement obligation, less current
 portion

 	
  

 	
  

 	
 11,322

 	
  

 	
  

 	
 11,569 

 	
  

 
	
 Long-term payables due to City of Detroit
 and related entities

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 49,928 

 	
  

 
	
 Obligation under capital lease

 	
  

 	
  

 	
 786

 	
  

 	
  

 	
 786 

 	
  

 
	
 Deferred michigan business tax

 	
  

 	
  

 	
 3,911

 	
  

 	
  

 	
 1,236 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total
 long-term liabilities 

 	
  

 	
  

 	
 16,019

 	
  

 	
  

 	
 63,519 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total
 liabilities

 	
  

 	
  

 	
 739,673

 	
  

 	
  

 	
 566,165 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Members’
 deficit pre-petition

 	
  

 	
  

 	
  (70,006

 	
 )

 	
  

 	
 (84,168 

 	
 )

 
	
 Members’
 deficit post-petition

 	
  

 	
  

 	
  (154,971

 	
 )

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 

 
	
 Members’
 deficit

 	
  

 	
  

 	
  (224,977

 	
 )

 	
  

 	
 (84,168 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total
 liabilities and members’ deficit

 	
  

 	
 $

 	
 514,696

 	
  

 	
 $

 	
 481,997 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



See accompanying notes.


3





Greektown
Holdings, L.L.C,

(Debtor-In-Possession)


Consolidated Statements of Operations


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Year Ended December 31

 	
  

 
	
  

 	
  

 	
 2008

 	
  

 	
 2007

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  (In Thousands)

 	
  

 
	
 Revenues

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Casino

 	
  

 	
 $

 	
 297,329

 	
  

 	
 $

 	
 321,779 

 	
  

 
	
 Food and beverage

 	
  

 	
  

 	
 11,862

 	
  

 	
  

 	
 13,959 

 	
  

 
	
 Other

 	
  

 	
  

 	
 4,608

 	
  

 	
  

 	
 4,891 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total revenues

 	
  

 	
  

 	
 313,799

 	
  

 	
  

 	
 340,629 

 	
  

 
	
 Less promotional allowances

 	
  

 	
  

 	
 27,070

 	
  

 	
  

 	
 25,982 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net revenues

 	
  

 	
  

 	
 286,729

 	
  

 	
  

 	
 314,647 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Operating expenses

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Casino

 	
  

 	
  

 	
 77,953

 	
  

 	
  

 	
 83,449 

 	
  

 
	
 Gaming taxes

 	
  

 	
  

 	
 83,116

 	
  

 	
  

 	
 89,596 

 	
  

 
	
 Food and beverage

 	
  

 	
  

 	
 9,713

 	
  

 	
  

 	
 11,105 

 	
  

 
	
 Marketing, advertising, and entertainment

 	
  

 	
  

 	
 5,549

 	
  

 	
  

 	
 7,389 

 	
  

 
	
 Facilities

 	
  

 	
  

 	
 17,932

 	
  

 	
  

 	
 17,879 

 	
  

 
	
 Depreciation and amortization

 	
  

 	
  

 	
 7,590

 	
  

 	
  

 	
 8,629 

 	
  

 
	
 Bad debt

 	
  

 	
  

 	
 1,202

 	
  

 	
  

 	
 —

 	
  

 
	
 General and administrative expenses

 	
  

 	
  

 	
 39,674

 	
  

 	
  

 	
 43,269 

 	
  

 
	
 Lease restoration expense

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 2,250 

 	
  

 
	
 Michigan Single Business Tax

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 1,275 

 	
  

 
	
 Other

 	
  

 	
  

 	
 651

 	
  

 	
  

 	
 371 

 	
  

 
	
 Pre-opening expenses

 	
  

 	
  

 	
 828

 	
  

 	
  

 	
 —

 	
  

 
	
 Impairment of casino development rights

 	
  

 	
  

 	
 128,240

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Operating expenses

 	
  

 	
  

 	
 372,448

 	
  

 	
  

 	
 265,212 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 



 	

 


 	

 


 
	
 (Loss) income from operations

 	
  

 	
  

 	
  (85,719

 	
 )

 	
  

 	
 49,435 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Other income (expense)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Interest expense

 	
  

 	
  

 	
  (38,629

 	
 )

 	
  

 	
 (37,052 

 	
 )

 
	
 Amortization of finance fees and accretion
 of discount on senior notes

 	
  

 	
  

 	
  (10,252

 	
 )

 	
  

 	
 (3,680 

 	
 )

 
	
 Interest income

 	
  

 	
  

 	
 235

 	
  

 	
  

 	
 735 

 	
  

 
	
 Unrealized loss on interest rate swaps

 	
  

 	
  

 	
  (2,650

 	
 )

 	
  

 	
 (7,385 

 	
 )

 
	
 Other

 	
  

 	
  

 	
 2

 	
  

 	
  

 	
 (63 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total other expense

 	
  

 	
  

 	
  (51,294

 	
 )

 	
  

 	
 (47,445 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (Loss) income before reorganization costs
 and provisions for state income taxes

 	
  

 	
  

 	
  (137,013

 	
 )

 	
  

 	
 1,990 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Chapter 11 related reorganization costs

 	
  

 	
  

 	
  (11,667

 	
 )

 	
  

 	
 —

 	
  

 
	
 Michigan business tax expense – current

 	
  

 	
  

 	
  (3,068

 	
 )

 	
  

 	
 —

 	
  

 
	
 Michigan business tax expense – deferred

 	
  

 	
  

 	
  (1,160

 	
 )

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net (loss) income

 	
  

 	
 $

 	
  (152,908

 	
 )

 	
 $

 	
 1,990 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



See accompanying notes.


4






Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Consolidated
Statements of Members’ Deficit


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Kewadin

 Greektown

 Casino LLC

 	
  

 	
 Monroe

 Partners LLC

 	
  

 	
 Total

 Members’

 Deficit

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
 (In Thousands)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Balance
 at December 31, 2006

 	
  

 	
 $

 	
 (90,223

 	
 )

 	
 $

 	
 (30,935

 	
 )

 	
 $

 	
 (121,158 

 	
 )

 
	
 Member contribution

 	
  

 	
  

 	
 35,000

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 35,000 

 	
  

 
	
 Net income

 	
  

 	
  

 	
 995

 	
  

 	
  

 	
 995

 	
  

 	
  

 	
 1,990 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Balance
 at December 31, 2007

 	
  

 	
  

 	
 (54,228

 	
 )

 	
  

 	
 (29,940

 	
 )

 	
  

 	
 (84,168 

 	
 )

 
	
 Member contribution

 	
  

 	
  

 	
 12,099 

 	
  

 	
  

 	
 — 

 	
  

 	
  

 	
 12,099  

 	
  

 
	
 Net loss

 	
  

 	
  

 	
 (76,454 

 	
 ) 

 	
  

 	
 (76,454 

 	
 ) 

 	
  

 	
 (152,908  

 	
) 

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Balance
 at December 31, 2008

 	
  

 	
 $ 

 	
(118,383 

 	
) 

 	
$ 

 	
(106,394 

 	
) 

 	
$ 

 	
(224,977  

 	
) 

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



See accompanying notes.


5





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Consolidated Statements of Cash
Flows


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Year Ended December 31

 	
  

 
	
  

 	
  

 	
 2008

 	
  

 	
 2007

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
 (In Thousands)

 	
  

 
	
 Operatlng activities

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Net
 (loss) income

 	
  

 	
 $ 

 	
(152,908 

 	
) 

 	
 $

 	
 1,990 

 	
  

 
	
 Adjustments
 to reconcile net (loss) income
 to net cash provided by operating activities:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Depreciation and amortization

 	
  

 	
  

 	
 7,590 

 	
  

 	
  

 	
 8,629 

 	
  

 
	
 Amortization of financing fees and accretion of discount on senior
 notes

 	
  

 	
  

 	
 10,252 

 	
  

 	
  

 	
 3,680 

 	
  

 
	
 Impairment of casino development rights

 	
  

 	
  

 	
 128,240 

 	
  

 	
  

 	
 —

 	
  

 
	
 Deferred Michigan bossiness tax

 	
  

 	
  

 	
 2,675 

 	
  

 	
  

 	
 —

 	
  

 
	
 Unrealized loss on interest rate swaps

 	
  

 	
  

 	
 2,650 

 	
  

 	
  

 	
 7,385 

 	
  

 
	
 Changes in current assets and liabilities:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Accounts receivable — gaming

 	
  

 	
  

 	
 2,159 

 	
  

 	
  

 	
 (1,860 

 	
 )

 
	
 Accounts receivable — other and notes receivable

 	
  

 	
  

 	
 (35 

 	
) 

 	
  

 	
 (266 

 	
 )

 
	
 Inventories

 	
  

 	
  

 	
 (275 

 	
) 

 	
  

 	
 (37 

 	
 )

 
	
 prepaid expenses and other current assets

 	
  

 	
  

 	
 (1,496 

 	
) 

 	
  

 	
 196
 

 	
  

 
	
 Notes receivables

 	
  

 	
  

 	
 (120 

 	
) 

 	
  

 	
 —

 	
  

 
	
 Accounts payable:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Pre-petition payables

 	
  

 	
  

 	
 12,370 

 	
  

 	
  

 	
 3,373 

 	
  

 
	
 Pre-petition amounts due to parent

 	
  

 	
  

 	
 1,350 

 	
  

 	
  

 	
 —

 	
  

 
	
 Post-petition payables

 	
  

 	
  

 	
 (2,898 

 	
) 

 	
  

 	
 —

 	
  

 
	
 Accrued expenses, interest, and other liabilities

 	
  

 	
  

 	
 20,062 

 	
  

 	
  

 	
 4,274 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net cash provided by operating activities

 	
  

 	
  

 	
 29,616 

 	
  

 	
  

 	
 27,364 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Investing activities

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Capital
 expenditures

 	
  

 	
  

 	
 (169,285 

 	
) 

 	
  

 	
 (105,091 

 	
 )

 
	
 Payment
 for Casino development rights

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 (1,056 

 	
 )

 
	
 Investment
 in certificate of deposit

 	
  

 	
  

 	
 (18 

 	
) 

 	
  

 	
 (504 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net
 cash used in investing activities

 	
  

 	
  

 	
 (169,303 

 	
) 

 	
  

 	
 (106,651 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Financing activities

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Proceeds
 from borrowings on long-term debt and notes payable

 	
  

 	
  

 	
 181,907 

 	
  

 	
  

 	
 42,572 

 	
  

 
	
 Payments
 on long-term debt and note payable

 	
  

 	
  

 	
 (2,892 

 	
) 

 	
  

 	
 (2,013 

 	
 )

 
	
 Net
 payments on long-term debt and notes payable

 	
  

 	
  

 	
 (49,360 

 	
 ) 

 	
  

 	
 —

 	
  

 
	
 Notes
 payable

 	
  

 	
  

 	
 6,671 

 	
  

 	
  

 	
 —

 	
  

 
	
 Lawsuit
 settlement obligation payments

 	
  

 	
  

 	
 (247 

 	
) 

 	
  

 	
 (233 

 	
 )

 
	
 Financing
 fees paid

 	
  

 	
  

 	
 (3,710 

 	
) 

 	
  

 	
 (2,490
 

 	
 )

 
	
 Proceeds
 from member contribution

 	
  

 	
  

 	
 12,099 

 	
  

 	
  

 	
 35,000 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Net
 cash provided by financing activities

 	
  

 	
  

 	
 144,468 

 	
  

 	
  

 	
 72,836 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Net
 increase (decrease) in cash and cash equivalents

 	
  

 	
  

 	
 4,781 

 	
  

 	
  

 	
 (6,451 

 	
 )

 
	
 Cash
 and cash equivalents at beginning of year

 	
  

 	
  

 	
 19,251 

 	
  

 	
  

 	
 25,702 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Cash
 and cash equivalents at end of year

 	
  

 	
 $ 

 	
24,032 

 	
  

 	
 $

 	
 19,251 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Supplemental
 disclosure of cash flow information

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash
 paid during the year for interest

 	
  

 	
 $ 

 	
29,851 

 	
  

 	
 $

 	
 45,135 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Supplemental
 noncash activity

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Conversion
 of accounts receivable — other to notes receivable

 	
  

 	
 $ 

 	
— 

 	
  

 	
 $

 	
 2,250
 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



See accompanying notes


6





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial
Statements 

December 31,
2008


1. Description
of Business


Greektown Holdings, L.L.C. (the Company) was formed in
September 2005 as a limited liability company owned by Kewadin Greektown Casino, L.L.C.
(Kewadin) and Monroe Partners, L.L.C. (Monroe) (see Note 8). The Company owns Greektown
Casino, L.L.C. (Greektown Casino), which is engaged in the operation of a casino gaming
facility in the City of Detroit, which opened November 10, 2000 under a license granted
by the Michigan Gaming Control Board (MGCB), and the ongoing development of an expanded
hotel/casino complex under the terms of a development agreement between Greektown Casino
and the City of Detroit (Development Agreement).


On August 2, 2002, the City of Detroit approved revised
development agreements for all three Detroit casino developers. Under the terms
of its revised Development Agreement, Greektown Casino is continuing its
development of a permanent hotel/casino complex containing hotel, parking, expanded gaming,
and other amenities at its current site (the Expanded Complex).


2. Summary
of Significant Accounting Policies


Presentation and Basis of Accounting


The accompanying consolidated financial statements
present the financial position, results of operations and cash flows of
Greektown Holdings, L.L.C. and its wholly owned subsidiaries – Greektown
Holdings II, Inc., and Greektown
Casino, L.L.C. and its wholly owned subsidiary, Trappers GC Partner, LLC
and three nonoperating real estate subsidiaries.


On May 29, 2008 (the petition date), the Company filed a
voluntary petition for reorganization (the Restructuring Proceedings) under Chapter 11
of the United States Bankruptcy Code (see Note 3). The accompanying consolidated
financial statements have been prepared in accordance with AICPA Statement of Position 90-7
(SOP 90-7), Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code, and on a going-concern basis, which contemplates continuity
of operations and realization of assets and liquidation of liabilities in the ordinary course of
business. However, as a result of the Restructuring Proceedings, such realization of assets
and liquidation of liabilities is uncertain. While operating as debtors-in-possession (DIP) under
the protection of Chapter 11 of the Bankruptcy Code, and subject to approval of the
Bankruptcy Court, the Company may sell or otherwise dispose of assets and liquidate or settle
liabilities for amounts other than those reflected in the consolidated
financial statements.


7





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial
Statements (continued)


2. Summary of Significant Accounting
Policies (continued)


SOP 90-7, which is applicable to companies in Chapter 11,
generally does not change the manner in which financial statements are prepared. However, it does
require that the financial statements for
periods subsequent to the filing of the Chapter 11 petition distinguish
transactions and events that are
directly associated with the reorganization from the ongoing operations of the business.
Revenues, expenses, realized gains and losses, and provisions for losses that
can be directly associated with the
reorganization and restructuring of the business must be reported separately as reorganization items in the statement
of operations beginning in the
period ended June 30, 2008. The balance sheet must distinguish pre-petition
liabilities subject to compromise from
both those pre-petition liabilities that are not subject to compromise and from
post-petition liabilities.
Liabilities that may be affected by a plan of reorganization must be reported at
the amounts expected to be
allowed, even if they may be settled for lesser amounts. In addition, reorganization items must be disclosed
separately in the statement of cash flows. The Company adopted SOP 90-7
effective on May 29, 2008, and has segregated those items as outlined above for all reporting periods subsequent to such date.


The appropriateness of using the going-concern basis for
the Company’s financial statements is dependent upon, among other things: (i) the Company’s ability to comply
with the terms of the DIP credit facility
and any cash management order entered by the Bankruptcy Court in connection
with the Chapter 11 case; (ii) the ability of the Company to maintain adequate
cash on hand; (iii) the ability of the
Company to generate cash from operations; and (iv) the Company’s ability to improve profitability.


As former described in Note 6, the Company has long-term
obligations. These obligations have been classified as a current liability as a result
of the filing for Chapter 11 bankruptcy protection under the United States
Bankruptcy Code.


Use of Estimates


The preparation of the consolidated financial statements
requires management of the Company to make estimates and assumptions relating to the
reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the consolidated financial
statements and the reported
amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the
carrying amount of property, building, and equipment, valuation
allowances for receivables, tax obligations and certain other accrued liabilities. Actual results could differ from
those estimates.


8






Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial Statements
(continued)


2. Summary
of Significant Accounting Policies (continued) 


Revenues


Greektown Holdings recognizes as Casino revenues the net
win from gaming activities, which is the difference between gaming wins and losses.


Promotional Allowances


The retail value of food, beverage, and other complimentary items furnished to customers without charge is
included in revenues and then deducted as promotional allowances. The estimated
costs of providing such promotional allowances for the years ended December 31,
2008 and
2007, are as follows (in thousands):


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 December 31

 	
  

 
	
  

 	
  

 	
 2008

 	
  

 	
 2007

 	
  

 
	
  

 	
  

 	

 


 	
 

 	

 


 	
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Casino
 

 	
  

 	
 $

 	
 23,400 

 	
  

 	
 $

 	
 21,600
 

 	
  

 
	
 Food
 and beverage

 	
  

 	
  

 	
 3,700

 	
  

 	
  

 	
 4,400

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
 

 	

 


 	

 


 	
 

 
	
  

 	
  

 	
 $

 	
 27,100

 	
  

 	
 $

 	
 26,000 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
 

 	

 


 	

 


 	
 

 



Cash, Cash Equivalents, and Certificates
of Deposit


The Company considers all highly liquid debt instruments
with original maturities of three months or less to be cash equivalents.
Certificates of deposit represent cash deposits with maturities in excess of six months.


Accounts Receivable and Allowance for
Doubtful Accounts


Accounts receivable — gaming consists primarily of
gaming markers issued to casino patrons on the gaming floor. A
marker is a voucher for a specified amount of dollars negotiable solely within
Greektown Casino. Markers are recorded at issued value and do not bear interest.
The allowance
for doubtful accounts is Greektown Casino’s best estimate of the amount of
probable credit losses in Greektown Casino’s existing accounts receivable.
Greektown Casino determines the
allowance based on historical write-off experience and review of returned
gaming markers, past-due balances, and individual collection analysis. Account
balances are charged off against the
allowance after all reasonable means of collection have been exhausted and the
potential for recovery is considered remote. Greektown Casino does not
have any off-balance-sheet credit exposure
related to its customers.


9





Greektown Holdings,
L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial Statements
(continued)


2. Summary of Significant Accounting
Policies (continued) 


Advertising Expense


The
Company expenses costs associated with advertising and promotion as incurred.
Advertising and promotion expense was
approximately $4,620,000 and $5,541,000 for the years ended December 31, 2008 and 2007, respectively.


Prepaid Expenses


Prepaid
expenses consist of payments made for items to be expensed over future periods.
At December 31, 2008 and 2007, prepaid expenses include approximately
$12,333,000 and $12,186,000,
respectively, related to the annual gaming license and municipal service fees
that will be expensed in subsequent
periods.


Inventories


Inventories,
consisting of food, beverage, and gift shop items, are stated at the lower of
cost or market. Cost is determined by
the first-in, first-out method.


Property, Building, and Equipment


Property,
building, and equipment are stated at cost and are depreciated using the
straight-line method over the estimated useful lives of the assets.
Expenditures for repairs and maintenance are charged to expense as incurred and approximated $584,000 and
$888,000 for the years ended December
31, 2008 and 2007, respectively. Depreciation and amortization expense includes
amortization of assets recorded under
capital leases.


Reserve for Club Greektown


Greektown
Casino sponsors a players club (Club Greektown) for its repeat customers.
Members of the club earn points for
playing Greektown Casino’s electronic video and table games. Club Greektown
members may redeem points for cash. Club Greektown members may also earn special coupons or awards as determined by
Greektown Casino. Greektown Casino expenses the cash value of points
earned by crab members and recognizes a related liability for any unredeemed points. Greektown Casino has adopted
the provisions of Emerging Issues Task Force
Consensus 01-9, Accounting for Consideration
Given by a Vendor to a Customer (EITF 01-9). Accordingly, Greektown Casino has recognized the cash
value of points earned as a direct
reduction in casino revenue. For the years ended December 31, 2008 and 2007,
this reduction totaled $6,459,000
and $7,151,000, respectively, and is deducted from casino revenue in the accompanying consolidated statement of
operations.


10





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial Statements
(continued)


2. Summary of Significant Accounting
Policies (continued) 


Concentrations of Risk


All
nonmanagement positions are covered by collective bargaining agreements. 


Fair Value of Financial Instruments


The
carrying amount of cash and cash equivalents, certificates of deposit, accounts
receivable, and accounts payable
approximates fair value because of the short-term maturity of these
instruments. The fair value of long-term debt, lawsuit settlement obligation,
and long-term payables approximates their carrying value, as determined by the
Company, using available market
information.


Financing Fees


The Company has incurred certain financing costs in order
to secure financing for its current casino and the Expanded Complex. These costs were capitalized and are
being amortized over the term of the
respective financing agreements. Capitalized financing fees, net of
amortization, totaled $14,105,000 and
$18,859,000 at December 31, 2008 and 2007, respectively. The amortization of
these fees was $8,464,000 and $3,378,000 for the years ended December 31, 2008 and 2007, respectively.


Income and Other Taxes


A provision for federal income taxes is not recorded
because, as a limited liability company, taxable income or loss is allocated to the members
based on their respective ownership percentages in accordance with the Member
Agreement (as defined elsewhere herein). The Company has state tax obligations in the state of
Michigan under the Single Business Tax (repealed as of January 1, 2008) regime, which is
not considered an income tax under the provisions of SFAS 109, Accounting for Income Taxes. On July 12, 2007, the Michigan legislature enacted the
Michigan Business Tax (MBT) which is considered
an income tax under the provisions of SFAS 109. Due to these changes, the enactment has
resulted in the recording of both a deferred tax asset and a deferred tax liability. At
December 31, 2008 and 2007, the deferred
tax asset was $1.2 million and $1.2 million, respectively, and the deferred tax
liability was $3.9 million and $1.2 million,
respectively. The deferred tax asset is the result of future deductions allowed under the enactment provisions
of the new law for the 2015 to 2029 tax years, whereas the deferred tax liability is the result of the
enactment of the law and the liability resulting
from the temporary differences related to capital acquisitions reversing in
future periods. During the year ended December 31, 2008, the Company
recorded a current provision for MBT of
$3,068,000 and a deferred provision of $1,160,000.


11





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial Statements
(continued)


2. Summary of Significant Accounting
Policies (continued)


Impairment or Disposal of Long-lived
Assets


The Company accounts for long-lived assets in accordance
with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. SFAS No.
144 requires that long-lived assets be reviewed for impairment whenever events
or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying
amount of an asset to future net cash flows expected to be generated by the
asset If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the
amount by which the carrying amount of
the asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or
fair value, less costs to sell.


Intangible Assets


The Revised Development Agreement gives rise to an
identifiable intangible asset that has been determined to have an
indefinite life.


The
Company complies with the provisions of SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 142
provides guidance on how identifiable intangible assets should be accounted
for upon acquisition and subsequent to their initial financial statement
recognition. SFAS No. 142 requires that
identifiable intangible assets with indefinite lives be capitalized and tested for impairment at least annually by
comparing the fair values of those assets with their recorded amounts. In accordance with SFAS 142 the
Company performs its impairment test as of October 1 of each year by comparing
their estimated fair value to the related carrying value as of that
date. We completed our annual impairment test and determined the Casino
Development rights were impaired (see Note
5).


Interest Costs


The interest costs associated with debt incurred in
connection with the construction of long-lived assets are capitalized until the project is
complete, at which time the interest is amortized over the life of the related capitalized assets. The Company uses either the
interest rate on the borrowing
specific to the capital expenditure or a weighted-average interest rate on
outstanding indebtedness. Interest
costs capitalized were $6,987,000 and $7,199,000 for the years ended December
31, 2008 and 2007, respectively, in connection with the Expanded Complex.


12





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial Statements
(continued)


2. Summary of Significant Accounting Policies (continued) 


Reclassification


Certain
prior year amounts have been reclassified to conform to the current year
presentation. 


Recently Issued Accounting
Pronouncements


In
September 2006, the FASB issued Statement of Financial Accounting Standards No.
157 (SFAS 157), Fair Value Measurements. SFAS
157 defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands the disclosure
requirements regarding fair value measurements. SFAS 157 does not
introduce new requirements mandating the use of fair value. SFAS 157 defines fair value as “the price that would be received
to sell an asset or paid to transfer
a liability in an orderly transaction between market participants at the
measurement date.” The definition is based on an exit price rather than an entry price, regardless of
whether the entity plans to hold or sell
the asset. SFAS 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those
fiscal years. The Company adopted SFAS 157 on
January 1, 2008, as required for financial assets and financial liabilities. However, the FASB deferred
the effective date of SFAS 157 for one year as it relates to fair value measurement requirements for nonfinancial assets
and nonfinancial liabilities that
are not recognized or disclosed at fair value on a recurring basis. The
adoption of SFAS 157 related to
financial assets and financial liabilities did not have a material impact on
the Company’s consolidated financial
statements. The Company is evaluating the effect the implementation of SFAS 157 for nonfinancial
assets and nonfinancial liabilities will have on its consolidated financial statements.


In February 2007, the FASB issued Statement of Financial
Accounting Standards No. 159 (SFAS 159), The
Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment
of FASB Statement No. 115. SFAS 159 permits entities to choose, at specified election dates, to measure many financial
instruments and certain other items at fair value that are not currently measured at fair value. Unrealized gains and losses
on items for which the fair value option has been elected would be
reported in earnings at each subsequent reporting date. SFAS 159 also establishes presentation and disclosure requirements in
order to facilitate comparisons between entities choosing different measurement
attributes for similar types of assets and liabilities. SFAS 159 does not
affect existing accounting requirements for certain assets and liabilities to
be carried at fair value. SFAS 159 is effective as of the beginning of a reporting
entity’s first fiscal year that begins after November 15, 2007. The Company
adopted SFAS 159 effective January 1, 2008. Upon adoption, the Company did not
elect the fair value option for any terms
within the scope of SFAS 159 and, therefore, the adoption of SFAS 159 did not have an impact on the Company’s consolidated
financial statements.


13





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial Statements
(continued)


2. Summary of Significant Accounting Policies (continued)


In March 2008, the FASB announced the issuance of
Financial Accounting Standards No. 161 (SFAS 161), Disclosures
about Derivative Instruments and Hedging Activities. The new
standard amends Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and
Hedging Activities (SFAS
133), and seeks to enhance disclosure about
how and why a company uses derivative and hedging activities, how derivative instruments and related hedged items are accounted
for under SFAS 133 (and the interpretations of that standard) and how derivatives and hedging activities affect a
company’s financial position,
financial performance and cash flows. SFAS 161 is effective for financial
statements issued for fiscal years
and interim periods beginning after November 15, 2008. Early application of the standard is encouraged, as well as
comparative disclosures for earlier periods at initial adoption (although such comparative information is
not required). The Company did not elect to early adopt SFAS 161.


3. Petition for Relief Under Chapter 11


On
May 29, 2008 (the petition date), the Company filed voluntary petitions for
reorganization (the Restructuring
Proceedings) under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court, Eastern District
of Michigan (the Bankruptcy Court). The Company sought protection under Chapter 11 of the United States
Bankruptcy Code to allow the Company time to secure adequate funding to
complete the construction project and to protect itself from a forced sale of Greektown Casino by the Michigan Gaming
Control Board as provided in the
Revised Development Agreement. The Restructuring Proceedings were initiated in
response to the Company not meeting the loan covenants put in place by both the
lenders and the Michigan Gaming Control Board. Curing these covenants
would have required the equity owners of the
Company to contribute capital far in excess of their financial strength. As a
result, the Company sought protection under Chapter 11 to stay the potential
forced sale, and allow it to obtain the financing required to preserve
its going concern value for the benefit of all parties involved. On February
20, 2009, the Company amended and restated their DIP Credit Facility (see Note 6). The amended and restated credit
facility requires the Company to satisfy the following exit milestones, as set forth below:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Submission of bidding
 procedures pursuant to the offering memorandum for the sale of the assets and operations of the Company by May
 1, 2009;

 


14






Greektown Holdings, LLC.
(Debtor-In-Possession)


Notes to Consolidated Financial
Statements (continued)


3. Petition for Relief Under Chapter 11 (continued)


	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 By
 June 1, 2009, the Company shall have either (1) received all final bids from
 potential buyers or (2) filed a reorganization plan acceptable to the DIP Credit
 Facility lenders, the Prepetition Lenders with the Bankruptcy Court;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 If the
 Company accepts a final bid, such final bid shall be filed with the
 Bankruptcy Court by
 June 15, 2009;

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 If a
 reorganization plan is filed with the Bankruptcy Court in accordance with (b)
 above, or files a final bid with the Bankruptcy Court in accordance with (c)
 above, and no event of default has occurred, the DIP Credit Facility termination date
 shall be extended from June 1, 2009 to September 1, 2009; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

 	
 The
 Company shall have either completed the sale of the Company’s assets and operations or
 consummated a plan of reorganization by September 1, 2009.

 


Under Chapter 11, certain claims against the Company in
existence prior to the filing of the petitions for relief under the federal bankruptcy laws are stayed while
the Company continues business operations as DIP. These claims are reflected in
the consolidated balance sheet as “pre-petition
payables” and “pre-petition amounts due to related parties.” These amounts represent the Company’s estimate of known or
potential prepetition claims and related post-petition interest to be
resolved in connection with the Restructuring Proceedings. Such claims remain subject to future adjustments. Future
adjustments may result from (i) negotiations; (ii) actions of the Bankruptcy Court; (iii) further developments with
respect to disputed claims; (iv)
rejection of executory contracts; (v) the determination as to the value of any
collateral securing claims; (vi) proofs of claim; or (vii) other events.
Payment terms for these claims will be
established in connection with the Restructuring Proceedings.


Chapter 11 related reorganization expenses in the consolidated
statement of operations consist of legal and financial advisory fees resulting
from or related to the bankruptcy proceedings.


15





Greektown Holdings, L.L.C.
(Debtor-In-Possession)


Notes to Consolidated Financial Statements (continued)


3. Petition for Relief Under Chapter 11
(continued)


The Company’s unaudited results of operations from the
petition date, May 29, 2008, to December 31, 2008, are presented below:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Revenues:

 	
  

 	
  

 	
  

 	
  

 
	
 Casino

 	
  

 	
 $

 	
 164,311 

 	
  

 
	
 Food and beverage

 	
  

 	
  

 	
 6,342 

 	
  

 
	
 Other

 	
  

 	
  

 	
 2,668 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Total revenues

 	
  

 	
  

 	
 173,321 

 	
  

 
	
 Less promotional allowances

 	
  

 	
  

 	
 16,822 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Net revenues

 	
  

 	
  

 	
 156,499 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Operating expenses: 

 	
  

 	
  

 	
  

 	
  

 
	
 Casino

 	
  

 	
  

 	
 44,741

 	
  

 
	
 Gaming taxes

 	
  

 	
  

 	
 46,049 

 	
  

 
	
 Food and beverage

 	
  

 	
  

 	
 5,510 

 	
  

 
	
 Marketing, advertising, and entertainment

 	
  

 	
  

 	
 2,907 

 	
  

 
	
 Facilities

 	
  

 	
  

 	
 10,244 

 	
  

 
	
 General and administrative expenses

 	
  

 	
  

 	
 23,069 

 	
  

 
	
 Bad debt expense

 	
  

 	
  

 	
 1,202 

 	
  

 
	
 Depreciation and amortization

 	
  

 	
  

 	
 4,312 

 	
  

 
	
 Pre-opening expenses

 	
  

 	
  

 	
 828 

 	
  

 
	
 Other

 	
  

 	
  

 	
 332 

 	
  

 
	
 Impairment of casino development rights 

 	
  

 	
  

 	
 128,240 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Operating expenses

 	
  

 	
  

 	
 267,434 

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Loss from
 operations

 	
  

 	
  

 	
 (110,935 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Other income (expense)

 	
  

 	
  

 	
  

 	
  

 
	
 Interest expense

 	
  

 	
  

 	
 (23,097 

 	
 )

 
	
 Amortization of finance fees

 	
  

 	
  

 	
 (8,683 

 	
 )

 
	
 Interest income

 	
  

 	
  

 	
 131 

 	
  

 
	
 Other non-operating income 

 	
  

 	
  

 	
 2 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Total other expense

 	
  

 	
  

 	
 (31,647 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Loss before reorganization costs and provision
 for state income taxes

 	
  

 	
  

 	
 (142,582 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Chapter 11 related reorganization costs

 	
  

 	
  

 	
 (9,537 

 	
 )

 
	
 Michigan business fax expense – current

 	
  

 	
  

 	
 (806 

 	
 )

 
	
 Michigan business tax expense – deferred 

 	
  

 	
  

 	
 (2,046 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Net loss

 	
  

 	
 $

 	
 (154,971
 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	
  

 


16





Greektown Holdings, L.L.C.
(Debtor-In-Possession)


Notes to Consolidated Financial Statements (continued)


4. Property, Building, and Equipment


Property, building, and equipment and related depreciable
lives as of December 31, 2008 and 2007, were as follows (in thousands):


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Amount

 	
  

 	
 Depreciable

 	
  

 
	
  

 	
  

 	
 2008

 	
  

 	
 2007

 	
  

 	
 Lives

 	
  

 
	
  

 	
  

 	

 


 	
 

 	

 


 	
 

 	

 


 	
  

 
	
 Land

 	
  

 	
 $ 

 	
104,391 

 	
  

 	
 $

 	
 104,391

 	
  

 	
  

 	
 —

 	
  

 
	
 Gaming
 building and improvements

 	
  

 	
  

 	
 136,865 

 	
  

 	
  

 	
 77,770

 	
  

 	
  

 	
 3–35 years 

 	
  

 
	
 Gaming
 equipment and furnishings

 	
  

 	
  

 	
 59,772 

 	
  

 	
  

 	
 57,558

 	
  

 	
  

 	
 3–5 years 

 	
  

 
	
 Nongaming
 buildings and improvements

 	
  

 	
  

 	
 70,968 

 	
  

 	
  

 	
 67,060

 	
  

 	
  

 	
 39 years 

 	
  

 
	
 Nongaming
 office furniture and equipment

 	
  

 	
  

 	
 28,208 

 	
  

 	
  

 	
 20,641

 	
  

 	
  

 	
 5–7 years 

 	
  

 
	
 Construction
 in progress

 	
  

 	
  

 	
 183,910 

 	
  

 	
  

 	
 87,409

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
 

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 584,114 

 	
  

 	
  

 	
 414,829

 	
  

 	
  

 	
  

 	
  

 
	
 Less
 accumulated depreciation and amortization
Property, building,
 and equipment, net

 	
  

 	
  

 	
 133,529 

 	
  

 	
  

 	
 127,939

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
 

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $ 

 	
448,585 

 	
  

 	
 $

 	
 286,890

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
 

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 


Certain costs incurred relate to the development and construction
of the Expanded Complex, in accordance with the terms of the Revised
Development Agreement. These costs are capitalized, and depreciation shall
commence once the Expanded Complex opens.


5. Casino Development Rights and Impairment


In
accordance with the Revised Development Agreement, Greektown Casino is
authorized to own and operate on a
permanent basis, within certain boundaries in the City of Detroit, a casino complex containing specified amenities. Under the
terms of the Revised Development Agreement:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Greektown Casino agreed to pay the City of Detroit $44
 million in installment payments (installment payments), and contributed certain
 investment assets.

 


17





Greektown Holdings, L.L.C. 
(Debtor-In-Possession)


Notes to Consolidated Financial
Statements (continued)


5. Casino Development Rights and Impairment (continued)


	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Greektown Casino was required to maintain standby
 letters of credit, totaling $49,360,000, to secure principal and interest payments on certain
 bonds issued by the Economic Development
 Corporation of the City of Detroit (EDC); however, these letters of
 credit were called by the EDC in June 2008 as a result of the Chapter 11
 Bankruptcy filing (see Note 12).

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Greektown Casino signed an indemnity agreement with the
 City of Detroit and the EDC with respect to certain matters. Payments made under this indemnity
 agreement plus liabilities accrued, resulted in capitalizing costs of
 $32,047,000 at December 31, 2008 and 2007. This amount includes the costs to
 settle a lawsuit as more fully described in Note
 13.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Greektown Casino contributed to the City of Detroit its
 one-third interest, with a cost basis of $2,833,000, in Jefferson Casino, LLC.

 


The installment payments, EDC Payments, payments under
the indemnity agreement and lawsuit settlement, and the contribution of the ownership
interest in Jefferson Holdings, LLC give rise to an identifiable intangible asset, Casino Development Rights, in the
amount of $128,240,000, which under the
terms of the Development Agreement, have an indefinite life.


Goodwill
and indefinite-lived intangible assets must be reviewed for impairment at least
annually or more frequently if impairment indicators are present. The
Company performs its annual impairment test
for Casino Development Rights as of October 1 of each fiscal year. In the fourth quarter of 2008, the Company determined
that the general decline in consumer spending as a result of the deteriorating economic conditions in the United
States and the resulting impact on the gaming markets negatively affected the
Company’s projected results of operations. Given the current uncertainties in the gaming markets, coupled with the
Company’s bankruptcy filing, management has determined that the Casino
Development Rights of the Company have been impaired.
Accordingly, during the fourth quarter of 2008, the Company impaired this asset
in its entirety based on a discounted
cash flow analysis. As a result, the company recorded an impairment
charge of $128,240,000 in the statement of operations for the year ended
December 31, 2008.


18








	
 


	
Greektown Holdings, L.L.C. 


	
 (Debtor-In-Possession) 




Notes to Consolidated Financial Statements (continued) 


6. Long-Term Debt, Notes Payable, and Debtor in Possession
Financing


The
Company entered into a financing agreement on December 2, 2005 to finance the
payment for Greektown Casino’s existing credit facilities that were expiring.
Also effective December 2, 2005, the Company’s existing five-year revolving
credit facilities (including letter-of-credit facilities) were increased to
$125,000,000, expiring December 2010. The funds received by the Company under
these credit facilities were advanced to Greektown Casino under the following
terms, which are similar to those contained in the Company’s agreements with
its lender:


	
 

	
 

	
 


	
 

	
•

	
Seven-year
maturity for the original long-term indebtedness and five-year maturity for
revolving credit facility.


	
 

	
 

	
 


	
 

	
•

	
Quarterly
amortization of $475,000, beginning on December 31, 2006 through December 31,
2011; thereafter, quarterly amortization payments of one-fourth the remaining
outstanding amount for each of the four quarters beginning on March 31, 2012.
As a result of the bankruptcy filing, these amortization payments have been
stayed.


	
 

	
 

	
 


	
 

	
•

	
Interest
payments are payable monthly or quarterly, at a rate equal to, at the Company’s
option: (i) for a base rate loan, (a) the greater of (I) the rate of interest
then most recently established by the administrative agent (Merrill Lynch
Capital Corporation) in New York, New York, as its base rate for U.S. dollars
loaned in the United States, and (II) the federal funds rate plus 0.50%, plus
(b) a margin based on the ratio of total net senior debt to Earnings Before
Interest Taxes Depreciation and Amortization (EBITDA) (1.50% or 1.75%) or
(ii) for a LIBOR loan, LIBOR plus a margin based on the ratio of total net senior debt to EBITDA (2.50% or
2.75%). The margins mentioned above have been increased by 2.00% as a result
of the bankruptcy filing.


	
 

	
 

	
 


	
 

	
•

	
Interest
rate swap agreement, with a notional amount of $70,000,000, as more fully described
below.




19









	
 


	
Greektown Holdings, L.L.C. 


	
 (Debtor-In-Possession) 




Notes to Consolidated Financial Statements (continued)


6. Long-Term Debt, Notes Payable, and Debtor in Possession
Financing (continued)


The
funds received and outstanding from the financing agreement are considered
secured debt in default. As of December 31, 2008, outstanding secured debt in
default, along with the interest rates associated with such funds, consists of
the following:


	
 

	
 

	
 

	
 

	
 

	
 


	
Amount of 

Obligation

	
 

	
Rate of
interest

	
 

	
Rate of 

Interest
at 

December 31,


2008


	




	
 

	




	




	





	
(In Thousands)

	
 

	
 

	
 

	
 


	
 


	
$

	
157,958

	
 

	
BASE RATE + 3.250% payable
quarterly

	
 

	
7.00%


	
 

	
31,542

	
 

	
BASE RATE + 3.250% payable
quarterly

	
 

	
7.00%


	
 

	
124,466

	
 

	
BASE RATE + 3.000% payable
quarterly

	
 

	
6.75%


	




	




	
 

	
 

	
 

	
 


	
$

	
313,966

	
 

	
 

	
 

	
 


	




	




	
 

	
 

	
 

	
 




At
December 31, 2007, the Company’s debt and notes payable consisted of a term
loan of $158,433, incremented term loan of $31,580, revolving credit facility
of $75,072 and unsecured debt of $183,212. The entire balance of outstanding
debt at December 31, 2007, of $448,297 was recorded in current liabilities.


On
June 9, 2008, the Company entered into a $150,000,000 DIP Credit Facility in
order to finance the remainder of the Expanded Complex; the DIP Credit Facility
includes a Delayed Draw Term Loan Agreement for $135,000,000 and a revolving
credit facility for $15,000,000. There are strict guidelines as to how these
funds can be used and must be approved and monitored by the U.S. Trustee as
well as the MGCB. The funds from the Delayed Draw Term Loan facility can only
be used for construction related costs, while the funds from the revolving
credit facility may be used to pay operational and construction related
expenses. At December 31, 2008, the Company had $19,866,000 available under the
DIP Credit Facility. The DIP Credit Facility was amended and restated on
February 20, 2009 (amended DIP Credit Facility). The Amended DIP Credit
Facility provides up to an additional $46 million in two Delayed Draw Term
Loans. There are strict guidelines as to how these funds can be used and must
be approved and monitored by the U.S. Trustee as well as the MGCB. Of the funds
received from the Amended DIP Credit Facility, $26 million of the facility can
only be used for construction related expenses, while up to $20 million of the
facility may be used to pay operational and construction related expenses. In
addition to providing additional borrowings, the Amended DIP Credit Facility
adjusted the rate of interest on the Delayed Draw Term Loan


20









	
 


	
Greektown Holdings, L.L.C.


	
(Debtor-In-Possession)




Notes to Consolidated Financial Statements (continued)


6. Long-Term Debt, Notes Payable, and Debtor in Possession Financing
(continued)


and
revolving credit facility as provided by the original DIP Credit Facility from
the Base Rate plus 5.25% per annum to the Base Rate plus 7.25% per annum. The
interest rate applicable to the additional Delayed Draw Term Loan is the Base
Rate plus 5.25%. The Amended DIP
Credit Facility restated the covenant requirements which the Company must
comply with under the terms of the agreement


As
of December 31,2008, the
Company’s obligations, as they relate to the DIP Credit Facility, and the
interest rates on these obligations are as follows:


	
 

	
 

	
 

	
 

	
 

	
 


	
Amount of 

Obligation

	
 

	
Rate of
interest

	
 

	
Rate of 

Interest
at 

December 31,


2008


	




	
 

	




	




	





	
(In Thousands)

	
 

	
 

	
 

	
 


	
 


	
$

	
115,134

	
 

	
BASE + 5.25% payable
monthly

	
 

	
8.500%


	
 

	
15,000

	
 

	
BASE + 5.25% payable
monthly

	
 

	
8.500%


	




	




	
 

	
 

	
 

	
 


	
$

	
130,134

	
 

	
 

	
 

	
 


	




	




	
 

	
 

	
 

	
 




The
DIP Credit Facility contains covenants including limitations on additional
indebtedness, capital expenditures, mergers or acquisitions, dispositions of
assets, loans and advances, and transactions with affiliates. Further, the
Agreement requires the Company to maintain specific financial ratios including
monthly minimum earnings before interest, taxes, depreciation, amortization,
and restructuring costs (EBITDAR), as defined in the DIP Credit Facility. At
December 31, 2008, the Company was in violation of the EBITDAR covenant and the
violation was waived as part of the amended DIP Credit Facility.


As
security for the term loan and any amounts owing under the revolving credit
facility, the Company has pledged its 100% equity interest in Greektown Casino.
Further, Greektown Casino also assigned a security interest in all of its
assets as collateral for the above agreements, and has guaranteed repayment of
these borrowings.


Except
as permitted under the terms of the loan and other credit facilities (i.e.,
revolver, DIP and letter of credit) the Company will not be permitted to incur
any other indebtedness.


21









	
 


	
Greektown Holdings, L.L.C. 


	
 (Debtor-In-Possession) 




Notes to Consolidated Financial Statements (continued) 


6. Long-Term Debt, Notes Payable, and Debtor in Possession
Financing (continued)


Unsecured Debt


The
Company also borrowed $185,000,000 in December 2005 under an unsecured note
arrangement to finance its operations and meet its liability and equity
commitments. The maturity date of the note is December 1, 2013. As a result of
the Chapter 11 filing the notes became unsecured pre-petition liabilities
subject to compromise and the balance outstanding at December 31, 2007 is
recorded in current liabilities.


Holdings
used derivative financial instruments to manage well-defined interest rate
risks. These financial instruments were terminated as a result of the Chapter
11 filing. On the date of termination; the liabilities under the swap
agreements became fixed at $9,270,000 related to the $195 million interest rate
swap agreement and $2,750,000 related to the $70 million interest rate swap
agreement, at December 31, 2007. The total liability outstanding under the swap
was $9,367,000. These liabilities are recorded by the Company and is recorded
in accrued expenses and other liabilities and monthly interest payments are
required at an 8.5% interest rate.


7. Leases


Greektown Casino has
entered into several noncancelable operating leases, primarily for warehouse
space and equipment Rental expense under these agreements for the years ended
December 31, 2008 and 2007, was $423,000 and $2,662,000, respectively.
Greektown Casino also subleases certain portions of its owned or leased
facilities under noncancelable operating leases. Rental income under these
leases for the years ended December 31, 2008 and 2007, was $660,000 and
$778,000, respectively. In addition, during 2007 Greektown Casino entered into
a settlement agreement with the lessor of a parking garage whereby Greektown
Casino agreed to pay $2.25 million related to lease restoration costs; this
amount was recorded as an expense during 2007, and the related liability is
recorded in accrued expenses and other liabilities at December 31, 2008 and
2007.


22






Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial Statements (continued)


7. Leases (continued)


At December 31, 2008, future minimum rental payments
required under noncancelable operating leases, including related party leases, with
initial or remaining lease terms in excess of one year and lease and sublease
income were as follows:



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Capital

 Lease

 Payments

 	
  

 	
 Operating

 Lease

 Payments

 	
  

 	
 Lease and

 Sublease

 Income

 	
  

 
	
  

 	
  

 	

 


 	
 

 	

 


 	
 

 	

 


 
	
  

 	
  

 	
  (In Thousands)

 	
  

 
	
 Quarter
 ending December 31:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2009

 	
  

 	
 $

 	
 336

 	
  

 	
 $

 	
 23

 	
  

 	
 $

 	
 531

 	
  

 
	
 2010

 	
  

 	
  

 	
 336

 	
  

 	
  

 	
 ‐‐

 	
  

 	
  

 	
 441

 	
  

 
	
 2011

 	
  

 	
  

 	
 336

 	
  

 	
  

 	
 ‐‐

 	
  

 	
  

 	
 368

 	
  

 
	
 2012

 	
  

 	
  

 	
 336

 	
  

 	
  

 	
 ‐‐

 	
  

 	
  

 	
 259

 	
  

 
	
 2013

 	
  

 	
  

 	
 336

 	
  

 	
  

 	
 ‐‐

 	
  

 	
  

 	
 251

 	
  

 
	
 Thereafter

 	
  

 	
  

 	
 7,700

 	
  

 	
  

 	
 ‐‐

 	
  

 	
  

 	
 2,140

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
 9,380

 	
  

 	
 $

 	
 23

 	
  

 	
 $

 	
 3,990

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Less
 amount representing interest

 	
  

 	
  

 	
 8,594

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Present
 value of net minimum capital lease payments

 	
  

 	
  

 	
 786

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Less current installments
 of obligation under a capital lease

 	
  

 	
  

 	
 ‐‐

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $

 	
 786

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 


Certain
of the leases include escalation clauses relating to the consumer price index,
utilities, taxes, and other operating
expenses. Greektown Casino will receive additional rental income in future
years based on those factors that cannot be estimated currently.


23





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial
Statements (continued)


8. Related-Party
Transactions


The
Company and Greektown Casino have entered into certain business transactions
with individuals or entities related to the
ownership of direct or indirect member interests. Under the provisions of their internal control system,
expenditures to any one related party in excess of $50,000 annually must be approved by the
Company’s management board. For the years ended December 31, 2008 and 2007, payments to related parties, other than
financing-related activities and member distributions, totaled approximately
$2,136,000 and $784,000, respectively.


Greektown
Casino has also entered into a management services agreement with the Sault
Ste. Marie Tribe of Chippewa Indians (the
Tribe), a related entity to Kewadin, Monroe, and the Company, which requires the Greektown Casino to
pay a base management fee of $110,000 per month, as well as reimbursement of
travel, lodging, and out-of-pocket expenses incurred and all reasonable salary costs and fringe benefit
expenses of key personnel who are providing such contracted services. The base fee and fee cap shall be adjusted
annually to reflect any change in the
consumer price index. This agreement may be terminated by Greektown Casino upon
90 days prior written notice, by the
Tribe upon 30 days prior written
notice, or by mutual agreement of the parties. As a result of the
Chapter 11 filing and the DIP Credit Facility these payments are no longer
allowable; however, the pre-petition amount owed to the Tribe as of December
31, 2008 is $550,000.


Accounts receivable – other includes $298,000 as of
December 31, 2008 and 2007, for the amounts due from Monroe, a member of the Company.
In addition, there is an outstanding note receivable of $2,000,000 at December 31, 2008 and
2007 which matures on March 31, 2009. This note bears interest of 6% of which $370,000
was earned through December 31, 2008.


9. Member’s Deficit


When
it was formed in September 2005, Holdings’ interest in Greektown Casino was
transferred to Holdings by the two owners. Consistent with their former
ownership interests in Greektown Casino,
Kewadin and Monroe each own a 50% interest in Holdings. The transactions
involving a substitution of Holdings
for the members’ interests in Greektown Casino have been considered as transactions between common control entities,
and therefore have been accounted for at carrying value.


24





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial Statements (continued)


9. Member’s
Deficit (continued)


As part of this ownership
transaction, the member agreement among Kewadin, Monroe, and Greektown Holdings
became the member agreement among Kewadin, Monroe, and the Company.


Kewadin and Monroe were required to make installment
payments to former members of Monroe on or prior to November 10, in the
specified years: (i) $19.3 million in 2008; and (ii) $18.0 million in 2009.
As a result of the Chapter 11 filing, these amounts have become unsecured pre-petition
liabilities.


During the year ended December 31, 2008 and 2007, a
member of the Company made equity contributions totaling $12,100,000 and
$35,000,000 respectively, to the Company. These 2008 contributions were made in the first and
second quarter and all contributions were made before the Chapter 11 filing.


10. Gaming Taxes and Fees


Under the provisions of the Michigan Gaming Control and
Revenue Act (the Act), casino licensees are subject to the following gaming
taxes and fees on an ongoing basis:


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 An
 annual licensing fee;

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 An annual payment,
 together with the other two casino licensees, of all MGCB regulatory and enforcement costs. Greektown Casino was
 assessed $10,003,000 and $9,826,000 for its portion of the annual payment for the years ended December 31, 2008
 and 2007, respectively;

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A
 wagering tax, calculated based on adjusted gross gaming receipts, payable
 daily, of 24%. The amended Act also provides for certain increases in the
 wagering tax if Greektown Casino’s Expanded Complex facilities are not operational from
 and after July 1, 2009, and a
 reduction in that tax once they are operational; and

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A
 municipal services fee in an amount equal to the greater of 1.25% of adjusted
 gross gaming receipts or $4 million annually.

 


These gaming taxes and fees are in addition to the
taxes, fees, and assessments customarily paid by business entities
conducting business in the State of Michigan and the City of Detroit, and amounted to $83,116,000 and $89,596,000 for
the years ended December 31, 2008 and 2007, respectively.


25





Greektown Holdings, L.L.C.

(Debtor-In-Possession)


Notes to Consolidated Financial Statements (continued)


10. Gaming Taxes and Fees
(continued)


Effective January 1, 2006, the Company is also required
to pay a daily fee to the City of Detroit in the amount of 1% of adjusted gross receipts,
increasing to 2% of adjusted gross receipts if adjusted gross receipts exceed $400 million in
any one calendar year. Additionally, if and when adjusted gross receipts exceed
$400 million, the Company will be required to pay $4 million to the City of
Detroit. The Company’s adjusted gross receipts did not exceed $400 million
during the calendar year 2008 or 2007.


On
December 11, 2007, the Company entered into an Acknowledgement of Violation
(AOV) with the Michigan Gaming Control Board. The AOV included four complaints
addressing procurement, kiosks, electronic gaming device meters, and signage.
Under the terms of the AOV, a total fine of $750,000 was assessed, of which
$300,000 was immediately payable and $450,000 is
being held in abeyance for three years provided that the Company does not
commit further violations. If the
Company commits no further violations within the six-year period, the fine held
in abeyance will be forgiven. The Company recorded the $300,000 as expense
during 2007. The remaining amount has not been recorded as no further violations
occurred during the year ended December
31, 2008.


11. Commitments and
Contingencies


Millennium
Management Group LLC (Millennium) was previously retained to provide the Company with certain consulting services related
to the operation of the casino for a period through November 30, 2010,
$1 million was paid for the year ended December 31, 2007 under the terms of this agreement. During 2008, a motion
was filed with the U.S. Bankruptcy Court to reject the contract and the motion was granted by the bankruptcy judge.


The Company continues to enter into several agreements
with various vendors providing goods and services related to the development of the Expanded Complex. As of
December 31, 2008, commitments related to
construction of the Expanded Complex amounted to approximately $46 million ($148 million at December 31, 2007).


The
Company is a defendant in various pending litigation. In management’s opinion,
the ultimate outcome of such litigation will not have a material adverse
effect on the results of operations or the
financial position of the Company.


26








	
  

 
	
 Greektown Holdings, L.L.C. 

 
	
  (Debtor-In-Possession) 

 
	
  

 
	
 Notes to Consolidated Financial
Statements (continued) 

 



11. Commitments
and Contingencies (continued)


Under the Revised Development
Agreement, the Company has signed a Guaranty and Keep Well Agreement,
whereby the Company agreed to certain conditions and performance obligations related to construction of the Expanded Complex and
casino operations. The Revised Development
Agreement also provides that should a triggering event as defined, occur, the
Company may sell its assets, business, and operations as a going concern at
their fair market value to a
developer named by the City of Detroit.


12. Long-Term Payables to
City of Detroit


Under the original
Development Agreement among the Company, the City of Detroit, and the EDC, the
Company was required to provide letters of credit (LOCs) to support certain
bonds issued by the EDC in connection with the
acquisition and development of a proposed permanent casino site. Under the
Revised Development Agreement, the Company was required to maintain its standby LOCs,
totaling $49,928,000, recorded as a long-term payable for the year ended December 31, 2007, to secure principal and
interest payments on certain bonds issued by the EDC; however, the LOCs were
redeemed as a result of the Chapter 11 Bankruptcy filing. On June 12, 2008, the
EDC redeemed the LOCs for a total amount of $49,393,000 of which $49,360,000
was the payment of the principal amount and the $33,000 was accrued interest through eleven (11) days of June. Due to the
redemption of the LOCs, the long-term payable to the City of Detroit
recorded on the Company’s balance sheet was effectively converted to debt due
to Holdings. The proceeds of the bonds were used to acquire land along the
Detroit River, where the permanent casino facilities were initially proposed to
be located. Under the Revised Development
Agreement, the Company and the other Detroit casino developers will forgo their
right to receive any of the land.


27









	
  

 
	
 Greektown Holdings, L.L.C. 

 
	
  (Debtor-In-Possession) 

 
	
  

 
	
 Notes to Consolidated Financial
Statements (continued) 

 



13. Lawsuit Settlement Obligation


A settlement agreement was reached in various
lawsuits that were filed challenging the constitutionality of the Casino
Development Competitive Selection Process Ordinance. As of December 31, 2008,
payments totaling $17 million have been made against this settlement obligation. Additional payments required under
the agreement include $1 million (inclusive of interest) annually for the next 24 years through 2031. As of December 31,
2008, the lawsuit settlement
obligation consisted of the following:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2008

 	
  

 	
 2007

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	
 

 
	
  

 	
  

 	
 (In Thousands)

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Total lawsuit settlement obligation

 	
  

 	
 $

 	
 40,000

 	
  

 	
 $

 	
 40,000

 	
  

 
	
 Less payments made to date

 	
  

 	
  

 	
  (17,000

 	
 )

 	
  

 	
 (16,000 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Lawsuit settlement obligation to be paid

 	
  

 	
  

 	
 23,000

 	
  

 	
  

 	
 24,000

 	
  

 
	
 Less imputed interest at 6%

 	
  

 	
  

 	
  (10,697

 	
 )

 	
  

 	
 (11,450 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Amounts to be paid, at present value

 	
  

 	
  

 	
 12,303

 	
  

 	
  

 	
 12,550

 	
  

 
	
 Current portion at present value

 	
  

 	
  

 	
  (981

 	
 )

 	
  

 	
 (981 

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Lawsuit obligation at present value, less
 current portion

 	
  

 	
 $

 	
 11,322

 	
  

 	
 $

 	
 11,569

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 



14. 401(k) Plan


Salaried employees of the
Company can participate in a 401(k) Plan (the Plan) whereby Greektown Casino
matches a certain percentage of the employees’ contribution. For union
employees, Greektown Casino shall make contributions to the Plan based on years
of service. The total payments made and
expense recognized under the Plan by the Company for the years ended December 31, 2008 and 2007, amounted to
$1,969,000 and $2,178,000, respectively.


28





CONSOLIDATED FINANCIAL STATEMENTS


Greektown Holdings, L.L.C.

Years Ended December
31, 2007 and 2006
With Report of Independent Auditors






Greektown Holdings, L.L.C.


Consolidated Financial Statements


Years Ended December 31, 2007 and 2006


Contents


	
  

 	
  

 	
  

 
	
 Report
 of Independent Auditors

 	
  

 	
 1
 

 
	
  

 	
  

 	
  

 
	
 Audited Consolidated
 Financial Statements

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Consolidated
 Balance Sheets

 	
  

 	
 2
 

 
	
 Consolidated
 Statements of Income

 	
  

 	
 4
 

 
	
 Consolidated
 Statements of Members’ Deficit

 	
  

 	
 5
 

 
	
 Consolidated
 Statements of Cash Flows

 	
  

 	
 6
 

 
	
 Notes
 to Consolidated Financial Statements

 	
  

 	
 7
 

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 

 	
 

 	
 Ernst & Young LLP 

 	
 

 	
 Phone: (313) 628-7100

 
	
  

 	
 One Kennedy Square

 	
  

 	
 www.ey.com

 
	
  

 	
  

 	
 777 Woodward Avenue, Suite 1000

 	
  

 	
  

 
	
  

 	
  

 	
 Detroit, Michigan 48226-3536

 	
  

 	
  

 


Independent Auditors’ Report


The Members

Greektown Holdings, L.L.C.


We have audited the
accompanying consolidated balance sheet of Greektown Holdings, L.L.C. (the
Company) as of December 31, 2007, and the related consolidated statement of
income, members’ deficit, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of the Company’s
management Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. The financial statements of Greektown
Holdings, L.L.C. for the year ended December 31, 2006 were audited by other
auditors whose report dated March 21, 2007, expressed an unqualified opinion on
those financial statements.


We conducted our audit in
accordance with auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial
statements are free of material misstatement. Our audit includes consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.


In our opinion, the
financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Greektown Holdings, L.L.C. and
subsidiaries as of December 31, 2007, and the consolidated results of their
operations and their cash flows for the year then ended in conformity with U.S.
generally accepted accounting principles.


The accompanying
financial statements have been prepared assuming Greektown Holdings, L.L.C.
will continue as a going concern. As more fully described in Note 2, as of
December 31, 2007, the Company was not in compliance with certain covenants of
its loan agreements. The Company received a limited waiver of its covenant
violations through the June 30, 2008 measurement date. This waiver requires
among other things, the consummation of an equity contribution in 2008. Also
the waiver does not extend beyond the June 30, 2008 covenant measurement date.
Currently the Company projects that it will violate its existing covenants
subsequent to the June 30, 2008 measurement date. As a result of the existing
and projected covenant violations, which could result in all outstanding debt
obligations being currently due in 2008, the Company’s outstanding debt has
been classified as current liabilities at December 31, 2007. Also the Company
estimates that as of December 31, 2007, it will need along with the use of
projected cash from operations of $58 million, approximately $90 million of
additional borrowings or equity contributions to complete its Expanded Complex.
There can be no assurance that fee equity contribution will be consummated in
2008, that the Company will be able to comply with its debt covenants or obtain
revised covenants in 2008, or that additional financing will be available, or
that, if available such financing will be on terms favorable or acceptable to
the Company. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to these matters
are also described in Note 2. The December 31, 2007 financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classifications of assets or fee amounts and classifications
of liabilities that may result from the outcome of this uncertainty.





April 1, 2008


A member firm of Ernst
& Young Global limited


1





Greektown Holdings, L.L.C. 


Consolidated Balance Sheets


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 December 31

 	
  

 
	
  

 	
  

 	
 2007

 	
  

 	
 2006 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  (In Thousands)

 	
  

 
	
 Assets

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current assets:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash and cash equivalents

 	
  

 	
 $

 	
 19,251

 	
  

 	
 $

 	
 25,702

 	
  

 
	
 Certificate of deposit

 	
  

 	
  

 	
 504

 	
  

 	
  

 	
 —

 	
  

 
	
 Accounts receivable – gaming, less allowance for doubtful accounts of
 $1,785 and $367 in 2007 and 2006, respectively

 	
  

 	
  

 	
 5,778

 	
  

 	
  

 	
 3,895

 	
  

 
	
 Accounts receivable – other, less allowance for doubtful accounts of
 $19 in 2007 and 2006

 	
  

 	
  

 	
 666

 	
  

 	
  

 	
 2,672

 	
  

 
	
 Inventories

 	
  

 	
  

 	
 326

 	
  

 	
  

 	
 289

 	
  

 
	
 Prepaid expenses and other current assets

 	
  

 	
  

 	
 17,399

 	
  

 	
  

 	
 17,595

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total current assets

 	
  

 	
  

 	
 43,924

 	
  

 	
  

 	
 50,153

 	
  

 
	
  

 
	
 Property, building, and equipment, net

 	
  

 	
  

 	
 286,890

 	
  

 	
  

 	
 189,642

 	
  

 
	
  

 
	
 Other assets:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Financing fees, net of accumulated amortization of $6,590 and $3,217
 in 2007 and 2006, respectively

 	
  

 	
  

 	
 18,859

 	
  

 	
  

 	
 19,746

 	
  

 
	
 Casino development rights

 	
  

 	
  

 	
 128,808

 	
  

 	
  

 	
 127,752

 	
  

 
	
 Deposits and other assets

 	
  

 	
  

 	
 30

 	
  

 	
  

 	
 30

 	
  

 
	
 Notes receivable

 	
  

 	
  

 	
 2,250

 	
  

 	
  

 	
 —

 	
  

 
	
 Deferred Michigan Business Tax

 	
  

 	
  

 	
 1,236

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Total assets

 	
  

 	
 $

 	
 481,997

 	
  

 	
 $

 	
 387,323

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



2






Greektown Holdings, L.L.C. 


Consolidated Balance Sheets 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 December 31

 	
  

 
	
  

 	
  

 	
 2007

 	
  

 	
 2006

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	
 

 
	
  

 	
  

 	
 (In Thousands) 

 	
  

 
	
 Liabilities and members’ deficit

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current liabilities:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Current portion of long-term debt and notes
 payable

 	
  

 	
 $

 	
 448,297

 	
  

 	
 $

 	
 1,900

 	
  

 
	
 Current portion of lawsuit settlement
 obligation

 	
  

 	
  

 	
 981

 	
  

 	
  

 	
 981

 	
  

 
	
 Accounts payable

 	
  

 	
  

 	
 28,197

 	
  

 	
  

 	
 23,984

 	
  

 
	
 Accrued interest

 	
  

 	
  

 	
 6,362

 	
  

 	
  

 	
 5,835

 	
  

 
	
 Fair value of interest rate swap agreements

 	
  

 	
  

 	
 9,367

 	
  

 	
  

 	
 1,785

 	
  

 
	
 Accrued expenses and other liabilities

 	
  

 	
  

 	
 9,442

 	
  

 	
  

 	
 6,731

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Total current liabilities

 	
  

 	
  

 	
 502,646

 	
  

 	
  

 	
 41,216

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Long-term debt and notes payable, less current
 portion

 	
  

 	
  

 	
 — 

 	
  

 	
  

 	
 405,535

 	
  

 
	
 Lawsuit settlement obligation, less current
 portion

 	
  

 	
  

 	
 11,569

 	
  

 	
  

 	
 11,802

 	
  

 
	
 Long-term payables due to City of Detroit and
 related entities

 	
  

 	
  

 	
 49,928

 	
  

 	
  

 	
 49,928

 	
  

 
	
 Obligation under capital lease

 	
  

 	
  

 	
 786

 	
  

 	
  

 	
 —

 	
  

 
	
 Deterred Michigan Business Tax

 	
  

 	
  

 	
 1,236

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Total long-term liabilities

 	
  

 	
  

 	
 63,519

 	
  

 	
  

 	
 467,265

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Total liabilities

 	
  

 	
  

 	
 566,165

 	
  

 	
  

 	
 508,481

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Members’ deficit

 	
  

 	
  

 	
  (84,168

 	
 )

 	
  

 	
 (121,158 

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Total liabilities and members’ deficit

 	
  

 	
 $

 	
 481,997

 	
  

 	
 $

 	
 387,323

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 



See
accompanying notes.


3






Greektown Holdings, L.L.C. 


Consolidated Statements of Income 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Year Ended December 31

 	
  

 
	
  

 	
  

 	
 2007

 	
  

 	
 2006

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	
 

 
	
  

 	
  

 	
 (In Thousands) 

 	
  

 
	
 Revenues

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Casino

 	
  

 	
 $

 	
 321,779

 	
  

 	
 $

 	
 330,056 

 	
  

 
	
 Food and beverage

 	
  

 	
  

 	
 13,959

 	
  

 	
  

 	
 16,235

 	
  

 
	
 Other

 	
  

 	
  

 	
 4,891

 	
  

 	
  

 	
 4,975

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Total revenues

 	
  

 	
  

 	
 340,629

 	
  

 	
  

 	
 151,266

 	
  

 
	
 Less promotional
 allowances

 	
  

 	
  

 	
 25,982

 	
  

 	
  

 	
 22,053

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Net revenues

 	
  

 	
  

 	
 314,647

 	
  

 	
  

 	
 329,213

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Operating
 expenses

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Casino

 	
  

 	
  

 	
 83,449

 	
  

 	
  

 	
 84,727

 	
  

 
	
 Gaming taxes

 	
  

 	
  

 	
 89,596

 	
  

 	
  

 	
 89,590

 	
  

 
	
 Food and beverage

 	
  

 	
  

 	
 11,105

 	
  

 	
  

 	
 11,020

 	
  

 
	
 Marketing,
 advertising, and entertainment

 	
  

 	
  

 	
 7,389

 	
  

 	
  

 	
 6,784

 	
  

 
	
 Facilities

 	
  

 	
  

 	
 17,879

 	
  

 	
  

 	
 16,772

 	
  

 
	
 General and
 administrative expenses

 	
  

 	
  

 	
 43,269

 	
  

 	
  

 	
 42,964

 	
  

 
	
 Lease restoration
 expense

 	
  

 	
  

 	
 2,250

 	
  

 	
  

 	
 —

 	
  

 
	
 Michigan Single
 Business Tax

 	
  

 	
  

 	
 1,275

 	
  

 	
  

 	
 1,600

 	
  

 
	
 Other

 	
  

 	
  

 	
 371

 	
  

 	
  

 	
 328

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Operating expenses

 	
  

 	
  

 	
 256,583

 	
  

 	
  

 	
 253,785

 	
  

 
	
 Depreciation and
 amortization

 	
  

 	
  

 	
 8,629

 	
  

 	
  

 	
 8,790

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Income from
 operations

 	
  

 	
  

 	
 49,435

 	
  

 	
  

 	
 66,638

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Other
 income (expense)

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Interest expense

 	
  

 	
  

 	
  (37,052

 	
 )

 	
  

 	
 (38,746

 	
 )

 
	
 Amortization of
 finance fees and accretion of discount on senior
 notes

 	
  

 	
  

 	
  (3,680

 	
 )

 	
  

 	
 (3,278

 	
 )

 
	
 Interest income

 	
  

 	
  

 	
 735

 	
  

 	
  

 	
 650

 	
  

 
	
 Unrealized loss on
 interest rate swaps

 	
  

 	
  

 	
  (7,385

 	
 )

 	
  

 	
 (1,785

 	
 )

 
	
 Other

 	
  

 	
  

 	
  (63

 	
 )

 	
  

 	
 (75

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Total other expense

 	
  

 	
  

 	
  (47,445

 	
 )

 	
  

 	
 (43,084

 	
 )

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 
	
 Net income

 	
  

 	
 $

 	
 1,990

 	
  

 	
 $

 	
 23,554 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
 

 



See
accompanying notes.


4






Greektown Holdings, L.L.C. 


Consolidated Statements of
Members’ Deficit 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Kewadin 

Greektown


Casino LLC

	
 

	
Monroe 

Partners
LLC

	
 

	
Total 

Members’

Deficit

	
 


	
 

	
 

	




	




	




	




	




	





	
 

	
 

	
 (In Thousands) 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Balance at December 31,
2005

	
 

	
$

	
(99,500

	
)

	
$

	
(38,962

	
)

	
$

	
(138,462

	
)


	
Member distributions

	
 

	
 

	
(2,500

	
)

	
 

	
(3,750

	
)

	
 

	
(6,250

	
)


	
Net income 

	
 

	
 

	
11,777

	
 

	
 

	
11,777

	
 

	
 

	
23,554

	
 


	
 

	
 

	


	




	




	




	




	




	




	




	





	
Balance at December 31,
2006

	
 

	
 

	
(90,223

	
)

	
 

	
(30,935

	
)

	
 

	
(121,158

	
)


	
Member contribution 

	
 

	
 

	
35,000

	
 

	
 

	
—

	
 

	
 

	
35,000

	
 


	
Net income

	
 

	
 

	
995

	
 

	
 

	
995

	
 

	
 

	
1,990

	
 


	
 

	
 

	


	




	




	




	




	




	




	




	





	
Balance at December 31,
2007

	
 

	
$

	
 (54,228

	
)

	
$

	
 (29,940

	
)

	
$

	
 (84,168

	
)


	
 

	
 

	




	




	




	




	




	




	




	




	








See accompanying notes.


5





Greektown Holdings, L.L.C. 


Consolidated Statements of
Cash Flows 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Year Ended December 31

	
 


	
 

	
 

	
2007

	
 

	
2006

	
 


	
 

	
 

	




	




	




	





	
 

	
 

	
 (In Thousands) 

	
 


	
Operating activities

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Net income

	
 

	
$

	
1,990

	
 

	
$

	
23,554 

	
 


	
Adjustments to reconcile net income to net cash provided by operating
activities:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Depreciation and amortization

	
 

	
 

	
8,629

	
 

	
 

	
8,790 

	
 


	
Amortization of financing fees and
accretion of discount on senior notes

	
 

	
 

	
3,680

	
 

	
 

	
3,278 

	
 


	
Unrealized loss on interest rate swaps

	
 

	
 

	
7,385

	
 

	
 

	
1,785 

	
 


	
Changes in current assets and liabilities:

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Accounts receivable — gaming

	
 

	
 

	
 (1,860

	
)

	
 

	
427 

	
 


	
Accounts receivable — other and notes receivable

	
 

	
 

	
 (266

	
)

	
 

	
(1,435 

	
)


	
Inventories

	
 

	
 

	
 (37

	
)

	
 

	
(4 

	
)


	
Prepaid expenses and other current assets

	
 

	
 

	
196

	
 

	
 

	
(5,338

	
)


	
Accounts payable

	
 

	
 

	
3,373

	
 

	
 

	
17,051 

	
 


	
Accrued expenses, interest, and other liabilities

	
 

	
 

	
4,274

	
 

	
 

	
(2,343 

	
)


	
 

	
 

	




	




	




	




	




	





	
Net cash provided by operating activities

	
 

	
 

	
27,364

	
 

	
 

	
45,765 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Investing activities

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Capital expenditures

	
 

	
 

	
 (105,091

	
)

	
 

	
(80,494 

	
)


	
Payment for Casino development rights

	
 

	
 

	
 (1,056

	
)

	
 

	
—

	
 


	
Investment in certificate of deposit

	
 

	
 

	
 (504

	
)

	
 

	
—

	
 


	
 

	
 

	




	




	




	




	




	





	
Net cash used in investing activities

	
 

	
 

	
 (106,651

	
)

	
 

	
(80,494 

	
)


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Financing activities

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Proceeds from borrowings on long-term debt and notes payable

	
 

	
 

	
42,572

	
 

	
 

	
—

	
 


	
Payments on long-term debt and note payable

	
 

	
 

	
 (2,013

	
)

	
 

	
—

	
 


	
Net proceeds from long-term debt and notes payable

	
 

	
 

	
—

	
 

	
 

	
34,525 

	
 


	
Lawsuit settlement obligation payments

	
 

	
 

	
 (233

	
)

	
 

	
(5,750 

	
)


	
Financing fees paid

	
 

	
 

	
 (2,490

	
)

	
 

	
(701 

	
)


	
Member distributions paid

	
 

	
 

	
—

	
 

	
 

	
(6,250 

	
)


	
Proceeds from member contribution

	
 

	
 

	
35,000

	
 

	
 

	
—

	
 


	
 

	
 

	





	




	




	




	




	





	
Net cash provided by financing activities

	
 

	
 

	
72,836

	
 

	
 

	
21,824 

	
 


	
 

	
 

	




	




	




	




	




	





	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Net decrease in cash and cash equivalents

	
 

	
 

	
 (6,451

	
)

	
 

	
(12,905 

	
)


	
Cash and cash equivalents at beginning of year

	
 

	
 

	
25,702

	
 

	
 

	
38,607 

	
 


	
 

	
 

	




	




	




	




	




	





	
Cash and cash equivalents at end of year

	
 

	
$

	
19,251

	
 

	
$

	
25,702 

	
 


	
 

	
 

	




	




	




	




	




	





	
 


	
Supplemental disclosure of cash flow information 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Cash paid during the year for interest

	
 

	
$

	
45,435

	
 

	
$

	
37,314 

	
 


	
 

	
 

	




	




	




	




	




	





	
Supplemental noncash activity

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Conversion of accounts receivable — other to notes receivable

	
 

	
$

	
2,250

	
 

	
$

	
—

	
 


	
 

	
 

	




	




	




	




	




	








See
accompanying notes.


6






Greektown Holdings, L.L.C.


Notes to Consolidated
Financial Statements


Years Ended December 31, 2007 and 2006


1. Description of Business


Greektown Holdings, L.L.C.
(the Company) was formed in September 2005 as a limited liability company owned
by Kewadin Greektown Casino, L.L.C. (Kewadin) and Monroe Partners, L.L.C.
(Monroe) (see Note 8). The Company owns Greektown Casino, L.L.C. (Greektown
Casino), which is engaged in the operation of a casino gaming facility in the
City of Detroit, which opened November 10, 2000 under a license granted by the
Michigan Gaming Control Board (MGCB), and the ongoing development of an
expanded hotel/casino complex under the terms of a development agreement
between Greektown Casino and the City of Detroit (Development Agreement).


On August 2, 2002, the City
of Detroit approved revised development agreements for all three Detroit casino
developers. Under the terms of its revised Development Agreement, Greektown
Casino is continuing its development of a permanent hotel/casino complex
containing hotel, parking, expanded gaming, and other amenities at its current
site (the Expanded Complex).


2. Summary of Significant Accounting Policies


Presentation and Basis of Accounting


The accompanying
consolidated financial statements present the financial position, results of
operations and cash flows of Greektown Holdings, L.L.C. and its wholly owned
subsidiaries – Greektown Holdings II, Inc., and Greektown Casino, L.L.C. and its
wholly owned subsidiary, Trappers GC Partner, LLC and three nonoperating real
estate subsidiaries.


The consolidated financial
statements are presented using the accrual basis of accounting. All significant
intercompany balances have been eliminated in consolidation.


The accompanying
consolidated financial statements have been prepared assuming the Company will
continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. The
consolidated financial statements do not include any adjustments relating to
the recoverability and classification of recorded asset amounts and the amount
and classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.


7






Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued)


The Company has been granted
a limited waiver related to certain covenant violations under its various loan
agreements (see Note 5) which requires the consummation of an equity
contribution in 2008, as well as requiring MGCB approval of the waiver. Also in
connection with the MGCB’s approval of the Company’s indebtedness, the Company
is required to comply with certain financial covenants established by MGCB. The
Company was not in compliance with these covenants at December 31, 2007. The
Company has until April 30, 2008 to cure the covenant violations or receive a
waiver from the MGCB. If the violations are not cured or a waiver is not
provided by MGCB, MGCB could require the Company to sell Greektown Casino.


The Company projects it will
violate its existing covenants subsequent to the June 30, 2008 measurement
date. As a result of the existing and projected covenant violations, which
could result in all outstanding debt obligations being currently due in 2008,
the Company’s outstanding debt has been classified as current liabilities at
December 31, 2007. Uncertainty over the Company’s ability to comply with the
limited waiver of its existing and projected covenant violations, uncertainty
over the Company’s ability to comply with its covenants in measurement periods
subsequent to June 30, 2008, which could result in the acceleration of the
required payment of the Company’s debt obligations, and the uncertainty concerning
its covenant violations with MGCB, which could result in the Company being
required to sell Greektown Casino, raises substantial doubt about the Company’s
ability to continue as a going concern.


In addition, as of December
31, 2007, the Company estimates that the cost to complete the Expanded Complex
will be approximately $148 million. The Company estimates that it will need
approximately $90 million of additional borrowings or equity contributions in
addition to using $58 million of cash generated from operations to meet its
cash requirements to complete the Expanded Complex. There can be no assurance
that additional financing, if needed, will be available, or that, if available,
the financing will be on terms favorable to the Company. In addition, there is
no assurance that management’s estimate of future cash needs and cash to be
generated from operations is accurate or that unforeseen events will not occur,
resulting in the need to raise additional funds.


The Company expects to meet
its future cash requirements through a combination of cash generated from
operations, existing cash balances and future borrowings or equity
contributions. If necessary, the Company will seek additional waivers of
financial covenants under existing credit agreements and its agreement with
MGCB. The Company’s continuation as a going concern is ultimately dependent
upon its future financial performance, which will be affected by general
economic, competitive and other factors, many of which are beyond the Company’s
control. There can be no assurance that the Company’s plans to ensure
continuation as a going concern will be successful.


8






Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued)


Use of Estimates


The preparation of the
consolidated financial statements requires management of the Company to make a
number of estimates and assumptions relating to the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of
revenues and expenses during the period. Significant items subject to such
estimates and assumptions include the carrying amount of property, building,
and equipment and valuation allowances for receivables. Actual results could
differ from those estimates.


Casino Revenues


Greektown Casino recognizes
as casino revenues the net win from gaming activities, which is the difference
between gaming wins and losses.


Promotional Allowances


The retail value of food,
beverage, and other complimentary items furnished to customers without charge
is included in revenues and then deducted as promotional allowances. The
estimated costs of providing such promotional allowances for the years ended
December 31, 2007 and 2006, are as follows:



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 December 31

 	
  

 
	
  

 	
  

 	
 2007

 	
  

 	
 2006

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  (In Thousands)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Casino

 	
  

 	
 $

 	
 21,600

 	
  

 	
 $

 	
 16,571
 

 	
  

 
	
 Food and beverage

 	
  

 	
  

 	
 4,400

 	
  

 	
  

 	
 5,417
 

 	
  

 
	
 Other

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 33
 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
 $

 	
 26,000

 	
  

 	
 $

 	
 22,021
 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 



Cash, Cash Equivalents, and Certificates of Deposit


The Company considers all
highly liquid debt instruments with original maturities of three months or less
to be cash equivalents. Certificates of deposit represent cash deposits with
maturities in excess of three months.


9






Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued) 


Accounts Receivable


Accounts receivable – gaming consists primarily of gaming markers issued to casino patrons on the
gaming floor. A marker is a voucher for a specified amount of dollars
negotiable solely within Greektown Casino. Markers are recorded at issued value
and do not bear interest. The allowance for doubtful accounts is Greektown
Casino’s best estimate of the amount of probable credit losses in Greektown
Casino’s existing accounts receivable. Greektown Casino determines the
allowance based on historical write-off experience and review of returned
gaming markers, past-due balances, and individual collection analysis. Account
balances are charged off against the allowance after all reasonable means of
collection have been exhausted and the potential for recovery is considered
remote. Greektown Casino does not have any off-balance-sheet credit exposure
related to its customers.


Advertising Expense


The Company expenses cost
associated with advertising and promotion as incurred. Advertising and
promotion expense was $5,541,000 and $5,278,000 for the years ended December
31, 2007 and 2006, respectively.


Prepaid Expenses


Prepaid expenses consist of
payments made for items to be expensed over future periods. At December 31,
2007 and 2006, prepaid expenses include $12,186,000 and $11,900,000 related to
gaming taxes and fees that will be expensed in the year subsequent to the year
payment was made.


Inventories


Inventories, consisting of
food, beverage, and gift shop items, are stated at fee lower of cost or market.
Cost is determined by the first-in, first-out method.


Property, Building, and Equipment


Property, building, and
equipment are stated at cost and are depreciated using the straight-line method
over the estimated useful lives of the assets. Expenditures for repairs and
maintenance are charged to expense as incurred and approximated $888,000 and
$839,000 for the years ended December 31, 2007 and 2006. Depreciation and
amortization expense includes amortization of assets recorded under capital
leases.


10





Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued) 


Reserve for Club Greektown


Greektown Casino sponsors a
players club (Club Greektown) for its repeat customers. Members of the club
earn points for playing Greektown Casino’s electronic video and table games.
Club Greektown members may redeem points for cash. Club Gteektown members may
also earn special coupons or awards as determined by Greektown Casino.
Greektown Casino expenses the cash value of points earned by club members and recognizes
a related liability for any unredeemed points. Greektown Casino has adopted the provisions of Emerging
Issues Task Force Consensus 01-9, Accounting
for Consideration Given by a Vendor to a Customer (EITF 01-9).
Accordingly, Greektown Casino has recognized the cash value of points earned as
a direct reduction in casino revenue. For the years ended December 31, 2007 and
2006, this reduction totaled $7,151,000 and $5,973,000, respectively, and is
deducted from casino revenue in the accompanying statements of income.


Concentrations of Risk


Substantially all
nonmanagement positions are covered by collective bargaining agreements. The
agreement covering security personnel expires during 2008.


Fair Value of Financial Instruments


The carrying amount of cash
and cash equivalents, certificates of deposit, accounts receivable, and
accounts payable approximates fair value because of the short-term maturity of
these instruments. The fair value of long-term debt, lawsuit settlement
obligation, and long-term payables approximates their carrying value, as
determined by the Company, using available market information.


Derivative Financial Instruments


The Company complies with
Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Certain
Hedging Activities. SFAS No. 133 requires that all derivative
instruments be recorded on the balance sheet at their respective fair values.


11





Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued)


The Company has entered into
interest rate swap agreements to reduce its exposure to market risks from
changing interest rates. The Company does not use hedge accounting on any of
the derivative instruments purchased through the end of 2007 and as a result,
changes in the fair value of the instruments are recorded as “Unrealized loss
on interest rate swaps” in the non-operating section of the accompanying
statements of income. At December 31, 2007 and 2006, the Company has recorded a
liability for the fair value of the interest rate swaps of $9,367,000 and
$1,785,000, respectively.


Financing Fees


The Company has incurred
certain financing costs in order to secure financing for its current casino and
Expanded Complex. These costs were capitalized and are being amortized over the
term of the respective financing agreements. Capitalized financing fees, net of
amortization, totaled $18,859,000 and $19,746,000 as of December 31, 2007 and
2006, respectively. The amortization of these fees was $3,378,000 and
$2,976,000 for the years ended December 31, 2007 and 2006, respectively.


Income and Other Taxes


A provision for income taxes
is not recorded because, as a limited liability company, taxable income or loss
is allocated to the members based on their respective ownership percentages, in
accordance with the Member Agreement (as defined elsewhere herein). The Company
currently has state tax obligations in the state of Michigan under the Single
Business Tax (repealed as of January 1, 2008) regime, which are not considered
an income tax under the provisions of SFAS 109, Accounting for Income Taxes. However, on July 12, 2007, the
Michigan legislature enacted the Michigan Business Tax which is considered an
income tax under the provisions of SFAS 109. Due to these changes, the
enactment has resulted in the recording of both a deferred tax asset and
deferred tax liability during 2007. The deferred tax asset is the result of
future deductions allowed under the enactment provisions of the new law for the
2015 to 2029 tax years, whereas the deferred tax liability is the result of the
enactment of the law and the liability resulting from the temporary differences
related to capital acquisitions reversing in future periods.


12





Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued)


Impairment or Disposal of Long-lived Assets


The Company accounts for
long-lived assets in accordance with the provisions of SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets. This Statement requires that long-lived assets be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the carrying amount
of an asset to future net cash flows expected to be generated by the asset. If
the carrying amount of an asset exceeds its estimated future cash flows, an impairment
charge is recognized in the amount by which the carrying amount of the asset
exceeds the fair value of the asset. Assets to be disposed of are reported at
the lower of the carrying amount or fair value, less costs to sell.


Intangible Assets


The Company complies with
the provisions of SFAS No. 142, Goodwill and
Other Intangible Assets. SFAS No. 142 provides guidance on how
identifiable intangible assets should be accounted for upon acquisition and
subsequent to their initial financial statement recognition. SFAS No. 142
requires that identifiable intangible assets with indefinite lives be
capitalized and tested for impairment at least annually by comparing the fair
values of those assets with their recorded amounts.


The revised Development
Agreement gives rise to an identifiable intangible asset that has been
determined to have an indefinite life.


Interest Costs


Greektown Casino capitalizes
interest costs associated with debt incurred in connection with the Expanded
Complex during the construction period. The interest costs related to the
construction of long-lived assets are capitalized until the project is
complete, at which time the interest is amortized over the life of the related
capitalized assets. The Company uses either the interest rate on the borrowing
specific to the capital expenditure or a weighted-average interest rate on
outstanding indebtedness. Interest costs capitalized were $7,199,000 and
$1,375,000 for the years ended December 31, 2007 and 2006, respectively.


13






Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


2. Summary of Significant Accounting Policies (continued)


Reclassification


Certain prior year amounts
have been reclassified to conform to the current year presentation.


Recently Issued Accounting Pronouncements


In September 2006, the FASB
issued Statement of Financial Accounting Standards No. 157 (SFAS 157), Fair Value Measurements. SFAS 157 defines
fair value, establishes a framework for measuring fair value in U.S. GAAP, and
expands the disclosure requirements regarding fair value measurements. The rule
does not introduce new requirements mandating the use of fair value. SFAS 157
defines fair value as “the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants at the measurement date.” The definition is based on an exit price
rather than an entry price, regardless of whether the entity plans to hold or
sell the asset. SFAS 157 is effective for financial statements issued for fiscal
years beginning after November 15, 2007, and interim periods within those
fiscal years. The Company does not believe the adoption of SFAS 157 will have a
significant impact on its financial statements. The Company expects to use the
new definition of fair value upon adoption of SFAS 157 as of January 1, 2008,
and apply the disclosure requirements of SFAS 157 for the Company’s 2008
financial statements. The Company is currently evaluating the impact of
adopting SFAS 157 on its financial statements.


In February 2007, the FASB issued Statement of Financial Accounting
Standards No. 159 (SFAS 159), The Fair Value
Option far Financial Assets and Financial Liabilities, Including an amendment
of FASB Statement No. 115. SFAS 159 permits entities to choose, at
specified election dates, to measure many financial Instruments and certain
other items at fair value that are not currently measured at fair value.
Unrealized gains and losses on items for which
the fair value option has been elected would be reported in earnings at each
subsequent reporting date. SFAS 159 also establishes presentation and
disclosure requirements in order to facilitate comparisons between entities
choosing different measurement attributes for similar types of assets and
liabilities. SFAS 159 does not affect existing accounting requirements for
certain assets and liabilities to be carried at fair value. SFAS 159 is
effective as of the beginning of a reporting entity’s first fiscal year that
begins after November 15, 2007. The Company does not believe the adoption of
SFAS 159 will have a significant impact on its financial statements.


14






Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


2. Summary
of Significant Accounting Policies (continued)


In
March 2008, the FASB announced the issuance of Financial Accounting Standards
No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging
Activities. The new standard amends Statement of Financial
Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities (SFAS
133), and seeks to enhance disclosure about
how and why a company uses derivative and hedging activities, how derivative instruments and related hedged items are accounted
for under SFAS 133 (and the interpretations of that standard) and how derivatives and hedging activities affect a
company’s financial position, financial performance and cash flows. SFAS
161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008. Early
application of the standard is encouraged, as well as comparative
disclosures for earlier periods at initial adoption (although such comparative information is not required).


3. Property,
Building, and Equipment


Property, building, and equipment and related depreciable
lives as of December 31, 2007 and 2006, were as follows:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Amount

 	
  

 	
 Depreciable

 	
  

 
	
  

 	
  

 	
 2007

 	
  

 	
 2006

 	
  

 	
 Lives

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
 (In Thousands)

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Land

 	
  

 	
 $

 	
 104,391

 	
  

 	
 $

 	
 103,402

 	
  

 	
  

 	
 —

 	
  

 
	
 Gaming building and improvements

 	
  

 	
  

 	
 77,770

 	
  

 	
  

 	
 77,783

 	
  

 	
  

 	
 3–35 years

 	
  

 
	
 Gaming equipment and furnishings

 	
  

 	
  

 	
 57,558

 	
  

 	
  

 	
 57,558

 	
  

 	
  

 	
 3–5
 years

 	
  

 
	
 Nongaming buildings and improvements

 	
  

 	
  

 	
 67,060

 	
  

 	
  

 	
 20,979

 	
  

 	
  

 	
 39 years

 	
  

 
	
 Nongaming office furniture and equipment

 	
  

 	
  

 	
 20,641

 	
  

 	
  

 	
 17,745

 	
  

 	
  

 	
 5–7 years

 	
  

 
	
 Construction in progress

 	
  

 	
  

 	
 87,409

 	
  

 	
  

 	
 31,485

 	
  

 	
  

 	
 —

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 414,829

 	
  

 	
  

 	
 308,952

 	
  

 	
  

 	
  

 	
  

 
	
 Less accumulated depreciation and amortization

 	
  

 	
  

 	
 127,939

 	
  

 	
  

 	
 119,310

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
 Property, building, and equipment, net

 	
  

 	
 $

 	
 286,890

 	
  

 	
 $

 	
 189,642

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 


Certain
costs incurred relate to the development and construction of the Expanded
Complex, in accordance with the terms of the revised Development Agreement.
These costs are capitalized, and
depreciation shall commence once the Expanded Complex opens.


15





Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


4. Casino Development Rights


In accordance with the revised Development Agreement,
Greektown Casino is authorized to own and operate on a permanent basis, within certain
boundaries in the City of Detroit, a casino complex containing specified amenities. Under the
terms of the revised Development Agreement:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Greektown Casino agreed to pay the City of Detroit $44
 million in installment payments (installment payments), and contributed
 certain investment assets.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Greektown Casino is, required to continue its standby letters of credit, totaling $49,928,000, to secure
 principal and interest payments on certain bonds issued by the Economic
 Development Corporation of the City of Detroit (EDC) and must also make the principal and
 interest payments under these bonds (EDC payments) (see Note 11).

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Greektown Casino signed an indemnity agreement with
 the City of Detroit and the EDC with respect to certain matters. Payments made
 under this indemnity agreement plus liabilities accrued at December 31, 2007,
 resulted in capitalizing costs of $32,047,000 ($30,991,000 at December 31, 2006). This amount
 includes the costs to settle a lawsuit as more fully described in Note 12.

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Greektown Casino contributed to the City of Detroit its
 one-third interest, with a cost basis of $2,833,000, in Jefferson Holdings, LLC.

 


The installment payments, EDC payments, payments under
the indemnity agreement and lawsuit settlement, and the contribution of the ownership
interest in Jefferson Holdings, LLC give rise to an identifiable intangible asset, casino
development rights, in the amount of $128,808,000 at December 31, 2007
($127,752,000 at December 31, 2006), which, under the terms of the revised Development Agreement,
have an indefinite life.


16





Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


5. Debt and Notes Payable


Debt
and notes payable consist of the following as of December 31, 2007 and 2006:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2007

 	
  

 	
 2006

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
 (In Thousands)

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Term loan

 	
  

 	
 $

 	
 158,433

 	
  

 	
 $

 	
 189,525
 

 	
  

 
	
 Incremental term loan

 	
  

 	
  

 	
 31,580

 	
  

 	
  

 	
 —

 	
  

 
	
 Revolving credit facility

 	
  

 	
  

 	
 75,072

 	
  

 	
  

 	
 35,000 

 	
  

 
	
 10.75% Senior Notes due 2013, face value of $185,000,000, less unamortized discount of $1,788,000 and $2,090,000 at December 31, 2007
 and 2006, respectively

 	
  

 	
  

 	
 183,212

 	
  

 	
  

 	
 182,910 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
 448,297

 	
  

 	
  

 	
 407,435 

 	
  

 
	
 Less current portion

 	
  

 	
  

 	
 448,297

 	
  

 	
  

 	
 1,900 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Long-term debt and notes payable, less current
 portion

 	
  

 	
 $

 	
 —

 	
  

 	
 $

 	
 405,535
 

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 


All outstanding debt is recorded in current liabilities
as of December 31, 2007, due to the covenant violations and other matters described in
Note 2. The below sections describe the original payment terms of each debt instrument.


In April 2007, the Company obtained $100 million of new
debt capacity consisting of a $37.5 million incremental term loan drawn on such
date, a $37.5 million incremental delayed draw term loan to be drawn within a
year of closing, and an increase of $25 million of borrowings under the revolving
credit facility. As a result of the existing covenant violations at December 31, 2007, in March 2008, the Company
agreed to reduce the commitments under the delayed
draw term loan to zero, accordingly, no amounts are available under the delayed
draw term loan. Also, in response to a
covenant violation at September 30, 2007, on November 14, 2007, a member
of the Company made an equity contribution of $35 million. This amount was used to pay down the term loan and incremental
term loan on a pro rata basis.


Term Loan, Incremental Term Loan, and
Revolving Credit Facility


The
Company is the borrower under a $190 million, seven-year term loan agreement, a
$37.5 million incremental term loan, and a $125 million, five-year
revolving credit facility (including letters
of credit).


17






Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


5. Debt and Notes Payable (continued)


The terms of the term loan
facility include the following:


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Seven-year
 maturity.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Quarterly
 amortization of $475,000, beginning on December 31, 2006 through December
 31, 2011; thereafter, quarterly amortization payments of one-fourth the
 outstanding amount for each of the four quarters beginning on March 31, 2012.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Interest
 payments are payable quarterly, at a rate equal to, at the Company’s option:
 (i) for a base rate loan, (A) the greater of (I) the rate of interest then
 most recently established by the administrative agent (Merrill Lynch Capital
 Corporation) in New York, New York as its base rate for U.S. dollars loaned
 in the United States, and (II) the federal funds rate plus 0.50%, plus (B) a
 margin based on the ratio of total net senior debt to EBITDA (1.50% or 1.75%)
 or (ii) for a LIBOR loan, LIBOR plus a margin based on the ratio of total net
 senior debt to EBITDA (2.50% or 2.75%).

 



The $37.5 million
incremental term loan has the same terms as the $190 million term loan, except
for the following:


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Five-year maturity.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Quarterly
 principal amortization payments of $37,500, beginning on June 30, 2007
 through December 31, 2011; thereafter, quarterly principal amortization
 payments of one-fourth the outstanding amount for each of the four quarters
 beginning on March 31, 2012.

 



The terms of the revolving
credit facility include the following:


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Five-year maturity.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Interest
 payments are payable monthly or quarterly, at a rate equal to, at the
 Company’s option: (i) for a base rate loan, (A) the greater of (I) the rate
 of interest then most recently established by the administrative agent (Merrill
 Lynch Capital Corporation) in New York, New York as its base rate for U.S.
 dollars loaned in the United States, and (II) the federal funds rate plus
 0.50%, plus (B) a margin based on the ratio of total net senior debt to
 EBITDA (1.25% or 1.50%) or (ii) for a LIBOR loan, LIBOR plus a margin based
 on the ratio of total net senior debt to EBITDA (2.25% or 2.50%).

 


18





Greektown Holdings, L.L.C. 


Notes to Consolidated Financial Statements (continued)


5. Debt and Notes Payable (continued)


The
Company has letters of credit outstanding of $49,928,000 under the revolving
credit facility to secure principal and interest payments on certain bonds
issued by EDC (see Note 11). As a result of the outstanding balance and
outstanding letters of credit, no additional amounts are available to be drawn
on the revolving credit facility.


The
proceeds from the term loan and the revolving credit facility have been
advanced to Greektown Casino in exchange for a note payable having terms
similar to those contained in such facilities.


As
security for the term loan and any amounts owing under the revolving credit
facility, the Company has pledged its 100% equity interest in Greektown Casino.
In addition, Greektown Casino has guaranteed repayment of these borrowings.
Further, Greektown Casino assigned a security interest in all of its assets as
collateral for the above agreements.


Except
as permitted under the terms of the loan and other credit facilities (i.e.,
revolver and letter of credit) and unsecured note arrangements described below,
Greektown Casino will not be permitted to incur any other indebtedness.


10.75% Senior Notes Due 2013 (Notes)


The
Company and Greektown Holdings II, Inc. entered into a $185 million unsecured
and unsubordinated note arrangement to fund its operations and meet certain
obligations and equity commitments. Greektown Casino does not guarantee
repayment of the Notes. The terms of the Notes include the following:


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Maturity date of December
 1, 2013.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Interest
 payments on the Notes accrue at the rate of 10.75% per annum and are payable
 semi-annually in arrears on each June 1 and December 1, commencing June 1,
 2006, to the Holders of record of Notes at the close of business on November
 15 and May 15, respectively, immediately preceding such interest payment
 date. Interest is computed on the basis of a 360-day year of twelve 30 day
 months.

 


19





Greektown Holdings, L.L.C. 


Notes to Consolidated Financial Statements (continued)


5. Debt and Notes Payable (continued)


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The
 Notes are equal in right of payment to all existing and future unsubordinated
 indebtedness of the Company, and will effectively be subordinated to all
 secured indebtedness of the Company to the extent of the value of the assets
 securing such indebtedness. In addition, the Notes will be senior in right of
 payment to any future indebtedness of the Company that is expressly
 subordinated to the Notes.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The
 Notes are redeemable at the option of the Company, in whole or in part, at
 any time on or after December 1, 2010, at the redemption prices set forth
 below, plus accrued and unpaid interest thereon, if any, to the redemption
 date subject to the rights of the Holders of the Notes.

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Year

 	
  

 	
 Redemption 

 Price

 
	
  

 	

 


 	


 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2010

 	
  

 	
 105.375%

 
	
  

 	
 2011

 	
  

 	
 102.688%

 
	
  

 	
 2012 and thereafter

 	
  

 	
 100.000%

 


In
addition, at any time and from time to time prior to December 1, 2008, the
Company may redeem in the aggregate up to 35% of the original aggregate
principal amount of the Notes with the net cash proceeds from one or more
public equity offerings, at a redemption price in cash equal to 110.75% of the
principal amount thereof, plus accrued and unpaid interest therein, if any, to
the date of redemption subject to the condition that at least 65% of the
aggregate principal amount of the Notes originally issued remains outstanding
after such redemption.


The
Notes were issued by the Company at a discount of 1.307%. As of December 31,
2007 and 2006, the Senior Notes payable have been reported on the balance
sheet, net of the unamortized discount of $1,788,000 and $2,090,000,
respectively.


Additional
Notes may be issued in one or more series from time to time subject to
compliance with the covenant requirements.


20





Greektown Holdings, L.L.C. 


Notes to Consolidated Financial Statements (continued)


5. Debt and Notes Payable (continued) 


Derivative Financial Instruments


The
Company uses derivative financial instruments to manage well-defined interest
rate risks. The Company is party to interest rate swap agreements, which are
used for reducing the potential impact of increases in interest rates on the
Company’s variable-rate debt. The interest rate swap requires the Company to
pay an amount equal to a specific fixed rate of interest times a notional
amount and to receive in return an amount equal to a variable rate of interest
times the same notional amount. The notional amounts are not exchanged. The net
amounts received or paid are recorded as an adjustment to interest expense. No
other cash payments are made unless the contract is terminated prior to its maturity,
in which case the contract would likely be settled for an amount approximating
its fair value.


As
of December 31, 2007, the Company was a party to interest rate swap agreements
as follows to convert a total of $265 million of variable rate debt to fixed-rate
debt through the term of the swap agreements.



	
  

 	
  

 	
  

 	
  

 
	
 Notional 

 Amount

 	
 Borrower 

 Pays

 	
 Counterparty 

 Pays

 	
 Agreement 

 Expires

 
	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 $70
 million

 	
 4.85%
 fixed

 	
 3-month
 LIBOR

 	
   December
 31, 2010

 
	
 $195
 million

 	
 4.64%
 fixed

 	
 6-month
 LIBOR

 	
 December
 1, 2013

 



6. Leases


Greektown Casino has
entered into several noncancelable operating leases, primarily for office
space, equipment, parking and vehicles. Rental expense under these agreements
for the years ended December 31, 2007 and 2006, was $2,622,000 and $288,000,
respectively. Greektown Casino also subleases certain portions of its owned or
leased facilities under noncancelable operating leases. Rental income under
these leases for the years ended December 31, 2007 and 2006, was $778,000 and
$563,000, respectively. In addition, during 2007 Greektown Casino entered into
a settlement agreement with the lessor of a parking garage whereby Greektown
Casino agreed to pay $2.25 million related to lease restoration costs, this
amount is recorded as an expense in 2007, and the related liability is recorded
in accrued expenses and other liabilities at December 31, 2007.


21






Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


6. Leases (continued)


At
December 31, 2007, future minimum rental payments required under noncancelable
operating leases with initial or remaining
lease terms in excess of one year and lease and sublease income were as follows. Future minimum lease payments
include some operating leases with related parties.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Capital

 Lease

 Payments

 	
  

 	
 Operating

 Lease

 Payments

 	
  

 	
 Lease and

 Sublease

 Income

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  (In Thousands)

 	
  

 
	
 Period ended December 31:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 2008

 	
  

 	
 $

 	
 336

 	
  

 	
 $

 	
 54

 	
  

 	
 $

 	
 671 

 	
  

 
	
 2009

 	
  

 	
  

 	
 336

 	
  

 	
  

 	
 22

 	
  

 	
  

 	
 604

 	
  

 
	
 2010

 	
  

 	
  

 	
 336

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 517

 	
  

 
	
 2011

 	
  

 	
  

 	
 336

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 447

 	
  

 
	
 2012

 	
  

 	
  

 	
 336

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 293

 	
  

 
	
 Thereafter

 	
  

 	
  

 	
 8,036

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
 2,391

 	
  

 
	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
  

 	
  

 	
  

 	
 9,716

 	
  

 	
 $

 	
 76

 	
  

 	
 $

 	
 4,923

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Less amount representing interest 

 	
  

 	
  

 	
 8,930

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Present value of net minimum capital lease payments 

 	
  

 	
  

 	
 786

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Less current installments of obligation under a capital lease

 	
  

 	
  

 	
 —

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 $

 	
 786

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 


Certain of the leases include escalation clauses relating
to the consumer price index, utilities, taxes, and other operating expenses. Greektown
Casino will receive additional rental income in future years based on those
factors that cannot be estimated currently.


22





Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements
(continued)


7. Related-Party Transactions


The Company and Greektown Casino have entered into
certain business transactions with individuals or entities related to the ownership
of direct or indirect member interests. Under the provisions of their
internal control system, expenditures to any one related party in excess of $50,000 annually must be
approved by the management board. For the years ended December 31, 2007 and
2006, payments to related parties, other than financing-related activities and member distributions, totaled
approximately $784,000 and $1,057,000, respectively.


Greektown
Casino has also entered into a management services agreement with the Sault
Ste. Marie Tribe of Chippewa Indians (the
Tribe), a related entity to Kewadin, Monroe, and the Company, which
requires Greektown Casino to pay a base management fee of $110,000 per month, as well as reimbursement of travel,
lodging, and out-of-pocket expenses incurred and all reasonable salary costs and fringe benefit
expenses of key personnel who are providing such contracted services.
Effective November 2006, the base management fee was reduced to $70,000 per
month; this fee was increased to $110,000 per month effective February 1, 2007.
Total fees paid are not to exceed
$2,000,000 annually. The base fee and fee cap shall be adjusted annually to reflect any change in the consumer price index.
This agreement may be terminated by Greektown Casino upon 90 days’ prior
written notice, by the Tribe upon 30 days prior written notice, or by mutual agreement of the parties. The total expense
incurred for the years ended December
31, 2007 and 2006, was $1,280,000 and $1,240,000, respectively.


Accounts receivable — other includes $298,000 and
$2,298,000 as of December 31, 2007 and 2006, respectively, for the amounts due from
Monroe, a member of the Company. During 2007, $2,000,000 of this amount, plus $250,000 of
interest was converted to a long-term note receivable. The note receivable beats interest at a rate of 6% and
matures on March 31, 2009. In addition, the
Tribe has guaranteed $1,050,000 of accounts receivable – gaming at December 31,
2007.


23






Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements
(continued)


8. Member’s Equity


Upon
formation of the Company in September 2005, the members’ interest in Greektown
Casino was transferred to the Company by the two owners. Consistent with their
former ownership interests in Greektown
Casino, Kewadin and Monroe each own a 50% interest in the Company. The transactions involving a substitution of the
Company for the members’ interests in Greektown
Casino have been considered as transactions between common control entities,
and therefore have been accounted for at carrying value.


As part of this ownership transaction, the member
agreement among Kewadin, Monroe and Greektown Casino became the member agreement among Kewadin, Monroe and
the Company.


Kewadin and Monroe are required to make installment
payments to former members of Monroe on or prior to November 10, in the specified years: (i) $20.7 million
in 2007; (ii) $19.3 million in 2008; and
(iii) $18.0 million in 2009. Kewadin and Monroe have yet to make the 2007
payment and the Company has not made
any distributions to such entities in respect of such payment. Currently, such entities have received a waiver
for the 2007 payment until June 2008, subject to the option of the former members to terminate such waiver upon fourteen
days written notice. The indenture for the senior notes permits the Company to
make distributions as necessary to permit Kewadin and Monroe to fulfill these
payment obligations, provided certain financial conditions are met. However, if Kewadin and Monroe do not make such
payments, Kewadin may be required to
sell its interest in Monroe, which could result in a change in control event under
the Company’s outstanding debt obligations, which could result in an event of
default.


On November 14, 2007, a member of the Company made an
equity contribution to the Company of $35 million. These funds were advanced to the
Company as an equity contribution. The Company utilized these funds to pay down the term
loan and incremental term loan on a pro rata basis.


24






Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


9. Gaming Taxes and Fees


Under the provisions of the Michigan Gaming Control and
Revenue Act (the Act), casino licensees are subject
to the following gaming taxes and fees on an ongoing basis:


	
 

	
 

	
 


	
 

	
•

	
An annual licensing fee;


	
 

	
 

	
 


	
 

	
•

	
An annual payment, together with the other two casino
licensees, of all MGCB regulatory and enforcement costs. The Company was assessed
$9,826,000 and $9,540,000 for its portion of the annual payment for the years ended
December 31, 2007 and 2006, respectively;


	
 

	
 

	
 


	
 

	
•

	
A wagering tax, calculated based on adjusted gross
gaming receipts, payable daily, of 24%. The amended Act also provides for certain
increases in the wagering tax if Greektown Casino’s Expanded Complex facilities are not
operational from and after July
1, 2009, and a reduction in that tax once they are operational; and


	
 

	
 

	
 


	
 

	
•

	
A municipal services fee in an amount equal to the
greater of 1.25% of adjusted
gross gaming receipts or $4 million annually.




These gaming taxes and fees are in addition to the
taxes, fees, and assessments customarily paid by business entities
conducting business in the State of Michigan and the City of Detroit, and
amounted to $89,596,000 and $89,590,000 for the years ended December 31, 2007
and 2006, respectively.


Effective
January 1, 2006, Greektown Casino is required to pay a daily fee to the City of
Detroit in the amount of 1% of adjusted gross
receipts, increasing to 2% of adjusted gross receipts if adjusted gross
receipts exceed $400 million in any one calendar year. Additionally, if and
when adjusted gross receipts exceed $400
million, Greektown Casino will be required to pay $4 million to the City of Detroit. The Company’s
adjusted gross receipts did not exceed $400 million during the calendar year 2007 or 2006.


On December 31, 2007, Greektown Casino entered into an
Acknowledgement of Violation (AOV) with the Michigan Gaming Control Board. The
AOV included four complaints addressing
procurement, kiosks, electronic gaming device meters and signage. Under the
terms of the AOV, a total fine of $750,000
was assessed, of which $300,000 was immediately payable and $450,000 is being
held in abeyance for three years provided that Greektown Casino does not commit
further violations. If Greektown Casino commits no further violations within
the three-year period, the fine held in
abeyance will be forgiven. The Company has recorded the $300,000 as expense during 2007. The remaining amount has
not been recorded as no further violations occurred during 2007.


25





Greektown Holdings, L.L.C.


Notes to Consolidated Financial Statements (continued)


10. Commitments and Contingencies


Millennium
Management Group LLC (Millennium) has been retained to provide Greektown Casino with certain consulting services related
to the operation of the casino for a period through November 30, 2010. For these services, Greektown
Casino compensates Millennium via a consulting
fee of $83,000 per month, plus certain expenses. The fee amounted to $1 million
for each of the years ended December 31, 2007 and 2006.


Greektown
Casino continues to enter into several agreements with various vendors
providing goods and services related to the development of the Expanded
Complex. As of December 31, 2007, the commitments
related to construction of the Expanded Complex amounted to approximately $148 million ($53,258,000 at
December 31, 2006).


The Company, including Greektown Casino, is a defendant in
various pending litigation. In management’s opinion, the ultimate outcome of such litigation will not
have a material adverse effect on the results
of operations or the financial position of the Company, including Greektown Casino.


Under the revised Development Agreement, Greektown Casino
has signed a Guaranty and Keep Well Agreement, whereby Greektown Casino agreed to certain conditions
and performance obligations related to construction of the Expanded Complex and
casino operations. The revised Development
Agreement also provides that should a triggering event, as defined, occur, Greektown Casino may sell its assets, business,
and operations as a going concern at their fair market value to a
developer named by the City of Detroit.


11. Long-Term Payable to City of
Detroit


Under the original Development Agreement among Greektown
Casino, the City of Detroit, and the EDC, Greektown Casino was required to provide letters of credit
(LOCs) to support certain bonds issued by
the EDC in connection with the acquisition and development of a proposed
permanent casino site. Under the revised Development Agreement, Greektown
Casino must continue its standby LOCs, totaling $49,928,000, to secure
principal and interest payments on certain
bonds issued by the EDC and must also make the principal and interest payments required under these bonds. The proceeds of the
bonds were used to acquire land along the Detroit River, where the permanent casino facilities were initially
proposed to be located. Under the
revised Development Agreement, Greektown Casino and the other Detroit casino
developers will forgo their right to
receive any of the land, but will remain obligated to repay the bonds. Greektown Casino’s $49,928,000 obligation has been
recorded as a long-term payable in the accompanying
balance sheet. The EDC bonds bear interest at a variable rate (4.96% as of December
31, 2007), payable monthly, and the principal is due in November 2009.


26





Greektown Holdings, L.L.C.


Notes to Consolidated Financial
Statements (continued)


12. Lawsuit Settlement Obligation


A settlement agreement was reached in various lawsuits
that were filed challenging the constitutionality of the Casino Development Competitive Selection
Process Ordinance. As of December 31, 2007,
payments totaling $16 million have been made against this settlement obligation.
Additional payments required under the agreement include $1 million (inclusive
of interest) annually for the next 24 years
through 2031. As of December 31, 2007 and 2006, the lawsuit settlement obligation consisted of the
following:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
2007

	
 

	
2006

	
 


	
 

	
 

	




	




	




	





	
 

	
 

	
(In Thousands)

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Total
lawsuit settlement obligation

	
 

	
$

	
40,000

	
 

	
$

	
40,000 

	
 


	
Less
payments made to date

	
 

	
 

	
 (16,000

	
)

	
 

	
(15,000 

	
)


	
 

	
 

	




	




	




	




	




	





	
Lawsuit
settlement obligation to be paid

	
 

	
 

	
24,000

	
 

	
 

	
25,000 

	
 


	
Less
imputed interest at 6%

	
 

	
 

	
 (11,450

	
)

	
 

	
(12,217 

	
)


	
 

	
 

	




	




	




	




	




	





	
Amounts
to be paid, at present value

	
 

	
 

	
12,550

	
 

	
 

	
12,783 

	
 


	
Current
portion at present value 

	
 

	
 

	
981

	
 

	
 

	
981


	
 


	
 

	
 

	




	




	




	




	




	





	
Lawsuit
obligation at present value, less current portion

	
 

	
$

	
11,569

	
 

	
$

	
11,802 

	
 


	
 

	
 

	




	




	




	




	




	







13. 401(k) Plan


Salaried
employees of Greektown Casino can participate in a 401(k) Plan (the Plan)
whereby Greektown Casino matches a certain percentage of the employees’
contribution. For union employees, Greektown Casino shall make contributions to
the Plan based on years of service. The total payments made and expense
recognized under the Plan by Greektown Casino for the years ended December 31, 2007 and 2006 amounted to $2,178,000 and
$2,164,000, respectively.


27