Exhibit 4.1


EXECUTION VERSION


SENIOR SECURED SUPERPRIORITY 

DEBTOR-IN-POSSESSION CREDIT AGREEMENT,


dated as of December 29, 2009, 


among 


GREEKTOWN HOLDINGS, L.L.C. 


and


GREEKTOWN HOLDINGS II, INC., 


each as a Borrower, a Debtor and a
Debtor-In-Possession,


GREEKTOWN CASINO, L.L.C., TRAPPERS GC
PARTNER, L.L.C., CONTRACT 

BUILDERS CORPORATION and REALTY EQUITY COMPANY, INC., 

each as a Subsidiary Guarantor, a Debtor and a Debtor-In-Possession,


VARIOUS FINANCIAL INSTITUTIONS, 

as the Lenders,


JEFFERIES FINANCE LLC, 

as the Administrative Agent,


GOLDMAN SACHS LENDING PARTNERS LLC, 

as the Syndication Agent


and


GOLDMAN SACHS LENDING PARTNERS LLC AND
JEFFERIES FINANCE LLC, 

as the Co-Lead Arrangers and the Co-Bookrunners





TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I

 	
 DEFINITIONS
 AND ACCOUNTING TERMS

 	
 3

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.1.

 	
  

 	
 Defined
 Terms

 	
 3

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.2.

 	
  

 	
 Use of
 Defined Terms

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.3.

 	
  

 	
 Cross-References

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 1.4.

 	
  

 	
 Accounting
 and Financial Determinations

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II

 	
 COMMITMENTS
 AND BORROWING PROCEDURES

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.1.

 	
  

 	
 Commitments

 	
 30

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 2.1.1

 	
  

 	
 Loans and
 Commitments

 	
 30

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 2.1.2

 	
  

 	
 Lenders Not
 Permitted or Required to Make Loans

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 2.1.3

 	
  

 	
 Termination
 of Commitments

 	
 31

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.2.

 	
  

 	
 Use of
 Available Cash and Cash Collateral

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.3.

 	
  

 	
 Borrowing

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 2.3.1

 	
  

 	
 Borrowing
 Procedure

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 2.3.2

 	
  

 	
 Term A Loans

 	
 32

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 2.3.3

 	
  

 	
 Delayed Draw
 Loans

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.4.

 	
  

 	
 Register

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.5.

 	
  

 	
 [RESERVED]

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.6.

 	
  

 	
 Superpriority
 Nature of Obligations and Loans

 	
 33

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.7.

 	
  

 	
 No
 Discharge; Survival of Claims

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 2.8.

 	
  

 	
 Waiver of
 any Priming Rights

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III

 	
 REPAYMENTS,
 PREPAYMENTS, INTEREST AND FEES

 	
 34

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.1.

 	
  

 	
 Repayments
 and Prepayments; Application

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 3.1.1

 	
  

 	
 Repayments
 and Prepayments

 	
 34

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 3.1.2

 	
  

 	
 Application

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.2.

 	
  

 	
 Interest
 Provisions

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 3.2.1

 	
  

 	
 Interest
 Rate

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 3.2.2

 	
  

 	
 Post-Default
 Rates

 	
 35

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 3.2.3

 	
  

 	
 Payment
 Dates

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 3.2.4

 	
  

 	
 Interest
 Paid In Kind

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 3.3.

 	
  

 	
 Fees

 	
 36

 


-i-





TABLE OF CONTENTS

(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 3.3.1

 	
  

 	
 Agency Fees

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 3.3.2

 	
  

 	
 Commitment
 Fee

 	
 36

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV

 	
 TAX AND
 OTHER PROVISIONS

 	
 37

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.1.
 

 	
  

 	
 Increased
 Capital Costs

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.2.
 

 	
  

 	
 Lender’s Tax

 	
 37

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.3.
 

 	
  

 	
 Payments,
 Computations, etc.

 	
 39

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.4.
 

 	
  

 	
 Sharing of
 Payments

 	
 39

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.5.
 

 	
  

 	
 Setoff

 	
 40

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.6.
 

 	
  

 	
 Mitigation

 	
 40

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 4.7.
 

 	
  

 	
 Replacement
 of Lenders

 	
 41

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V

 	
 [RESERVED]

 	
 44

 
	
  

 	
  

 	
  

 
	
 ARTICLE VI

 	
 CONDITIONS TO
 CREDIT EXTENSIONS; EFFECTIVENESS

 	
 44

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.1.
 

 	
  

 	
 Conditions
 Precedent to the DIP Facility

 	
 44

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.1

 	
  

 	
 DIP Order

 	
 44

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.2

 	
  

 	
 Delivery of
 Budget

 	
 44

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.3

 	
  

 	
 Restructuring
 Advisor

 	
 44

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION 6.1.4

 	
  

 	
 Approval by
 MGCB; Effectiveness of Licenses

 	
 44

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.5

 	
  

 	
 Taxes and
 Liens Paid

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.6

 	
  

 	
 Operative
 Documents

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.7

 	
  

 	
 Authority of
 Greektown Holdings and its Subsidiaries

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.8

 	
  

 	
 Incumbency
 of Greektown Holdings and its Subsidiaries

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.9

 	
  

 	
 Corporate
 Proceedings

 	
 45

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.10

 	
  

 	
 No Violation
 of Certain Regulations

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.11

 	
  

 	
 Fees

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.12

 	
  

 	
 Delivery of
 Loan Documents by the Borrowers

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.13

 	
  

 	
 Insurance
 Polices

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.14

 	
  

 	
 Satisfactory
 Form and Substance

 	
 46

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.15

 	
  

 	
 Ownership of
 Greektown Holdings

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.16

 	
  

 	
 Other
 Documents

 	
 47

 


-ii-





TABLE OF CONTENTS

(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.17

 	
  

 	
 Material
 Contracts

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.18

 	
  

 	
 Board of
 Managers

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.19

 	
  

 	
 Consolidated
 EBITDAR

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.1.20

 	
  

 	
 USA PATRIOT
 Act Compliance

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.2.

 	
  

 	
 Conditions
 Precedent to All Loans

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.2.1

 	
  

 	
 Representations
 and Warranties

 	
 47

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.2.2

 	
  

 	
 No Events of
 Default or Material Adverse Effect

 	
 48

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.2.3

 	
  

 	
 Borrowing
 Request

 	
 48

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION 6.2.4

 	
  

 	
 Certificate
 of Occupancy

 	
 48

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.2.5

 	
  

 	
 Fees and
 Expenses

 	
 48

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.2.6

 	
  

 	
 No
 Restriction

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.2.7

 	
  

 	
 Permits

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.2.8

 	
  

 	
 Satisfactory
 Form and Substance

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.2.9

 	
  

 	
 Searches

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 6.2.10

 	
  

 	
 Other
 Documents

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.3.

 	
  

 	
 [Reserved]

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 6.4.

 	
  

 	
 No Waiver or
 Estoppel

 	
 49

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII 

 	
 REPRESENTATIONS
 AND WARRANTIES

 	
 50

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.1.

 	
  

 	
 Organization,
 etc.

 	
 50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.2.

 	
  

 	
 Due Authorization;
 Non-Contravention, etc.

 	
 50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.3.

 	
  

 	
 Government
 Approval, Regulation, etc.

 	
 51

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.4.

 	
  

 	
 Validity,
 etc.

 	
 51

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.5.

 	
  

 	
 Budget

 	
 51

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.6.

 	
  

 	
 Financial
 Information

 	
 51

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.7.

 	
  

 	
 No Material
 Adverse Effect

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.8.

 	
  

 	
 Litigation,
 Labor Controversies etc.

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.9.

 	
  

 	
 Ownership of
 Properties

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.10.

 	
  

 	
 Taxes

 	
 52

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.11.

 	
  

 	
 Pension and
 Welfare Plans

 	
 53

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.12.

 	
  

 	
 Permits

 	
 53

 


-iii-





TABLE OF CONTENTS

(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.13.

 	
  

 	
 Reorganization
 Matters

 	
 53

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.14.

 	
  

 	
 Environmental
 Warranties

 	
 54

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.15.

 	
  

 	
 Intellectual
 Property

 	
 55

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.16.

 	
  

 	
 Regulations
 U and X

 	
 55

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.17.

 	
  

 	
 Accuracy of
 Information

 	
 56

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.18.

 	
  

 	
 Existing
 Defaults

 	
 56

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.19.

 	
  

 	
 Contingent
 Liabilities

 	
 56

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.20.

 	
  

 	
 Business
 Debt Contracts etc.

 	
 56

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.21.

 	
  

 	
 Material
 Contracts

 	
 56

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.22.

 	
  

 	
 Utilities

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.23.

 	
  

 	
 Fees and
 Enforcement

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.24.

 	
  

 	
 ERISA
 Compliance

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.25.

 	
  

 	
 Labor
 Disputes; Acts of God; Casualty and Condemnation

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.26.

 	
  

 	
 Liens

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.27.

 	
  

 	
 Offices,
 Location of Collateral

 	
 57

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.28.

 	
  

 	
 Government
 Regulation

 	
 58

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.29.

 	
  

 	
 No Brokers

 	
 58

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.30.

 	
  

 	
 No Building
 Code Violation

 	
 58

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.31.

 	
  

 	
 Subsidiaries

 	
 58

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.32.

 	
  

 	
 MGCB
 Approval

 	
 58

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 7.33.

 	
  

 	
 Prepetition
 Liens and Security

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 7.34.

 	
  

 	
 No Offsets

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VIII
 

 	
 COVENANTS

 	
  

 	
  

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.1.

 	
 Affirmative
 Covenants

 	
 59

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.1 

 	
  

 	
 Financial
 Information, Reports, Notices, etc.

 	
 60

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.2 

 	
  

 	
 Compliance
 with Laws, etc.

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.3 

 	
  

 	
 Budget and
 Variance, as Modified or Approved by Agent

 	
 63

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.4 

 	
  

 	
 Business
 Plan

 	
 64

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.5 

 	
  

 	
 Carve-Out

 	
 64

 


-iv-





TABLE OF CONTENTS

(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.6

 	
  

 	
 Continued
 Effectiveness of Licenses

 	
 65

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.7

 	
  

 	
 Maintenance
 of Properties; Operation; Reserves

 	
 65

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.8

 	
  

 	
 Insurance

 	
 65

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.9

 	
  

 	
 Books and
 Records

 	
 66

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.10

 	
  

 	
 Environmental

 	
 66

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.11

 	
  

 	
 Additional
 Collateral

 	
 66

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.12

 	
  

 	
 Use of
 Proceeds

 	
 67

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.13

 	
  

 	
 Repayment of
 Indebtedness

 	
 67

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.14

 	
  

 	
 Compliance
 with Legal Requirements

 	
 67

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.15

 	
  

 	
 Security
 Interest in Newly Acquired Property

 	
 68

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.16

 	
  

 	
 Proper Legal
 Forms

 	
 68

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.17

 	
  

 	
 Preserving
 the DIP Collateral; Further Assurances

 	
 68

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.18

 	
  

 	
 Application
 of Insurance and Condemnation Proceeds

 	
 69

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.19

 	
  

 	
 Compliance
 with Project Documents

 	
 69

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.20

 	
  

 	
 Accountant’s
 Engagement Letter

 	
 69

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.21

 	
  

 	
 Available
 Cash

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.22

 	
  

 	
 Estoppel
 Certificates

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.23

 	
  

 	
 Cash
 Management

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.24

 	
  

 	
 Cash
 Collateral Account

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.25

 	
  

 	
 Compliance
 with Construction Documents

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.26

 	
  

 	
 Reorganization
 Matters

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.27

 	
  

 	
 Restructuring
 Advisor

 	
 70

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.28

 	
  

 	
 Preservation
 of Corporate Existence; Restrictions

 	
 71

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.29

 	
  

 	
 Sharing of
 Information

 	
 71

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.30

 	
  

 	
 Certificate
 of Occupancy

 	
 71

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.31

 	
  

 	
 Payment of
 Certain Fees and Expenses

 	
 71

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION 8.1.32

 	
  

 	
 [Reserved]

 	
 71

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.33

 	
  

 	
 Notices of
 Meetings

 	
 71

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.1.34

 	
  

 	
 [Reserved]

 	
 71

 


-v-





TABLE OF CONTENTS

(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 8.2.
 

 	
  

 	
 Negative
 Covenants

 	
 71

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.1

 	
  

 	
 Business
 Activities

 	
 71

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.2

 	
  

 	
 Indebtedness

 	
 72

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.3

 	
  

 	
 Liens

 	
 72

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.4

 	
  

 	
 Consolidated
 EBITDAR; Minimum Liquidity

 	
 72

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.5

 	
  

 	
 Investments

 	
 73

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.6

 	
  

 	
 Restricted
 Payments, etc.

 	
 74

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.7

 	
  

 	
 Capital
 Expenditures etc.

 	
 74

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.8

 	
  

 	
 Rental
 Obligations

 	
 75

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.9

 	
  

 	
 Contracts;
 Take or Pay Contracts

 	
 75

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.10

 	
  

 	
 Management
 Agreement and Management Services Agreement

 	
 75

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.11

 	
  

 	
 Consolidation;
 Merger, etc.

 	
 75

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.12

 	
  

 	
 Restrictions
 on Dispositions

 	
 75

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.13

 	
  

 	
 Modification
 of Project Documents, Material Contracts and Certain Agreements

 	
 76

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.14

 	
  

 	
 Transactions
 with Affiliates

 	
 76

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.15

 	
  

 	
 Negative
 Pledges, Restrictive Agreements, etc.

 	
 77

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.16

 	
  

 	
 Sale and
 Leaseback

 	
 77

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.17

 	
  

 	
 Capital
 Stock

 	
 77

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.18

 	
  

 	
 Hazardous
 Substances

 	
 77

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.19

 	
  

 	
 No Other
 Powers of Attorney

 	
 77

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.20

 	
  

 	
 Creation of
 Subsidiaries

 	
 77

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.21

 	
  

 	
 Modification
 of MGCB Approval

 	
 77

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.22

 	
  

 	
 Modification
 of Senior Notes or the Senior Notes Indenture

 	
 78

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.23

 	
  

 	
 Chapter 11
 Claims

 	
 78

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.24

 	
  

 	
 Orders

 	
 78

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 8.2.25

 	
  

 	
 No Changes
 in Fiscal Year

 	
 78

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX 

 	
 EVENTS OF
 DEFAULT

 	
 78

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.1.
 

 	
  

 	
 Listing of
 Events of Default

 	
 78

 


-vi-





TABLE OF CONTENTS

(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.1

 	
  

 	
 Non-Payment
 of Obligations

 	
 78

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.2

 	
  

 	
 Breach of
 Warranty

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.3

 	
  

 	
 Non-Performance
 of Certain Covenants and Obligations

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.4

 	
  

 	
 Non-Performance
 of Other Covenants and Obligations

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.5

 	
  

 	
 Default on
 Other Indebtedness

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.6

 	
  

 	
 Judgments

 	
 79

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.7

 	
  

 	
 Pension
 Plans

 	
 80

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.8

 	
  

 	
 Change of
 Control

 	
 80

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.9

 	
  

 	
 Bankruptcy
 Matters

 	
 80

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION 9.1.10

 	
  

 	
 Impairment
 of DIP Collateral, etc.

 	
 81

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.11

 	
  

 	
 Breach of
 Project Documents and Material Contracts

 	
 82

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.12

 	
  

 	
 Termination
 or Invalidity of Project Documents and Material Contracts; Abandonment of
 Permanent Casino Complex

 	
 82

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.13

 	
  

 	
 Government
 Authorizations

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.14

 	
  

 	
 Gaming
 License; Liquor License

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.15

 	
  

 	
 Material
 Adverse Effect

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.16

 	
  

 	
 Matters
 Relating to the Tribe

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION 9.1.17

 	
  

 	
 Breach of
 Approvals by the MGCB

 	
 83

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.18

 	
  

 	
 Application
 of Conservator Provisions under Michigan Gaming Law

 	
 84

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.19

 	
  

 	
 Forced Sale

 	
 84

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.20

 	
  

 	
 Failure to
 Retain Restructuring Advisor

 	
 84

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.21

 	
  

 	
 Matters
 Relating to the Authority

 	
 84

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.22

 	
  

 	
 Matters
 Relating to Kewadin

 	
 84

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 9.1.23

 	
  

 	
 Matters
 Relating to Monroe

 	
 85

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 9.2.
 

 	
  

 	
 Action if
 Event of Default

 	
 85

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE X 

 	
 THE AGENTS

 	
  

 	
 88

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.1. 

 	
  

 	
 Designation
 of the Agents

 	
 88

 


-vii-





TABLE OF CONTENTS

(continued)



	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.2.

 	
  

 	
 Funding
 Reliance, etc.

 	
 89

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.3.

 	
  

 	
 Exculpation

 	
 89

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.4.

 	
  

 	
 Successors

 	
 90

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.5.

 	
  

 	
 Loans by the
 Each Agent

 	
 91

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.6.

 	
  

 	
 Credit
 Decisions

 	
 91

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.7.

 	
  

 	
 Copies, etc.

 	
 91

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 10.8.

 	
  

 	
 Consultants
 and Reports

 	
 91

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 10.8.2 

 	
  

 	
 Co-Lead
 Arrangers, Co-Bookrunners and Syndication Agent

 	
 92

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XI 

 	
 DIP
 COLLATERAL

 	
 92

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 11.1.

 	
  

 	
 Grant of
 Liens; Collateral

 	
 92

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 11.2.

 	
  

 	
 No Filings
 Required

 	
 93

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 11.3.

 	
  

 	
 Adequate
 Protection

 	
 93

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XII 

 	
 GUARANTY

 	
 94

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.1.

 	
  

 	
 Guaranty

 	
 94

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 12.2.

 	
  

 	
 Guaranty
 Unconditional

 	
 94

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.3.

 	
  

 	
 Discharge
 Only upon Payment in Full; Reinstatement in Certain Circumstances

 	
 95

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.4.

 	
  

 	
 Subrogation

 	
 95

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.5.

 	
  

 	
 Waivers

 	
 95

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.6.

 	
  

 	
 Limit on
 Recovery

 	
 95

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.7.

 	
  

 	
 Acceleration
 of Guaranty

 	
 96

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.8.

 	
  

 	
 Benefit to
 Subsidiary Guarantors

 	
 96

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 12.9.

 	
  

 	
 Subsidiary
 Guarantor Covenants

 	
 96

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XIII
 

 	
 MISCELLANEOUS
 PROVISIONS

 	
 96

 
	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.1.

 	
  

 	
 Waivers
 Amendments etc.

 	
 96

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.2.

 	
  

 	
 Notices

 	
 97

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.3.

 	
  

 	
 Payment of
 Costs and Expenses

 	
 98

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.4.

 	
  

 	
 Indemnification

 	
 99

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.5.

 	
  

 	
 Survival

 	
 101

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.6.

 	
  

 	
 Severability

 	
 101

 


-viii-





TABLE OF CONTENTS

(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.7.

 	
  

 	
 Headings

 	
 101

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.8.

 	
  

 	
 Execution in
 Counterparts, Effectiveness, etc.

 	
 101

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.9.

 	
  

 	
 Governing
 Law; Entire Agreement

 	
 101

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.10.

 	
  

 	
 Successors
 and Assigns

 	
 102

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.11.

 	
  

 	
 Sale and
 Transfer of Loans; Participations in Loans

 	
 102

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 13.11.1 

 	
  

 	
 Assignments

 	
 102

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 SECTION
 13.11.2 

 	
  

 	
 Participations

 	
 103

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.12.

 	
  

 	
 Other
 Transactions

 	
 104

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.13.

 	
  

 	
 Execution by
 Authorized Representative

 	
 105

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.14.

 	
  

 	
 Waiver of
 Jury Trial

 	
 105

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.15.

 	
  

 	
 Maximum Rate
 of Interest

 	
 105

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.16.

 	
  

 	
 Time of
 Essence

 	
 105

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.17.

 	
  

 	
 Consent or
 Approval of the Administrative Agent and the Lenders

 	
 106

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.18.

 	
  

 	
 No Third
 Party Beneficiary

 	
 106

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.19.

 	
  

 	
 Cumulative
 Remedies

 	
 106

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.20.

 	
  

 	
 Estoppel
 Certificates

 	
 106

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.21.

 	
  

 	
 Joint and
 Several Liability of Borrowers and the Subsidiary Guarantors

 	
 107

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION 13.22.

 	
  

 	
 USA PATRIOT
 Act Notice

 	
 109

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 SECTION
 13.23.

 	
  

 	
 No Fiduciary
 Duties

 	
 109

 


-ix-









	
  

 	
  

 	
  

 
	
 SCHEDULE I

 	
 -

 	
 Disclosure
 Schedule

 
	
  

 
	
 SCHEDULE II  

 	
 -  

 	
 Schedule of
 Prepetition Rate Protection Agreements

 
	
  

 	
  

 	
  

 
	
 EXHIBIT A

 	
 -

 	
 Form of DIP
 Order

 
	
  

 
	
 EXHIBIT B

 	
 -

 	
 Budget

 
	
  

 
	
 EXHIBIT C

 	
 -

 	
 Form of
 Lender Assignment Agreement

 
	
  

 
	
 EXHIBIT D

 	
 -

 	
 Form of
 Borrowing Request

 
	
  

 
	
 EXHIBIT E

 	
 -

 	
 Tax
 Certificate

 
	
  

 
	
 EXHIBIT F

 	
 -

 	
 Form of
 Compliance Certificate

 
	
  

 
	
 EXHIBIT G

 	
 -

 	
 Form of Cash
 Collateral Account Agreement

 
	
  

 
	
 EXHIBIT H

 	
 -

 	
 Real
 Property Descriptions

 


-x-







SENIOR SECURED SUPERPRIORITY


DEBTOR-IN-POSSESSION CREDIT AGREEMENT


          THIS SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION
CREDIT AGREEMENT, dated as of December
29, 2009, among GREEKTOWN HOLDINGS, L.L.C., a Michigan limited
liability company and a debtor and debtor-in-possession under Chapter 11 of 11
U.S.C. §§ 101-1532 (as amended from time to time, the “Bankruptcy Code”) (“Greektown Holdings”) and GREEKTOWN HOLDINGS
II, INC., a Michigan corporation and a debtor and debtor-in-possession under
Chapter 11 of the Bankruptcy Code (“Greektown
Corporation”, together with Greektown Holdings, the “Borrowers” and each, a “Borrower”), GREEKTOWN CASINO, L.L.C., a
Michigan limited liability company and a debtor and debtor-in-possession under
Chapter 11 of the Bankruptcy Code (the “Operating
Company”), TRAPPERS GC PARTNER, L.L.C., a Michigan limited liability
company and a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code (“TGCP”), CONTRACT
BUILDERS CORPORATION, a Michigan corporation and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Contract Builders”), and REALTY EQUITY
COMPANY, INC., a Michigan corporation and a debtor and debtor-in-possession
under Chapter 11 of the Bankruptcy Code (“Realty
Equity”, and together with the Operating Company, TGCP and Contract
Builders, the “Subsidiary Guarantors”
and each, a “Subsidiary Guarantor”),
the various financial institutions as are or may become parties hereto
(collectively, the “Lenders”),
JEFFERIES FINANCE LLC (“Jefferies”),
as the administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, GOLDMAN SACHS LENDING
PARTNERS LLC (“Goldman Sachs”), as
the syndication agent (in such capacity, the “Syndication
Agent”), and Goldman Sachs and Jefferies, as co-lead arrangers (in
such capacity, the “Co-Lead Arrangers”)
and co-bookrunners (in such capacity, “Co-Bookrunners”).



WITNESSETH:


          WHEREAS,
on May 29, 2008 (the “Petition Date”),
the Borrowers, the Subsidiary Guarantors and the Other Debtors (each a “Debtor” and collectively, the “Debtors”) each filed a separate voluntary
petition for relief (each a “Case”
and collectively, the “Cases”)
under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court
for the Eastern District of Michigan, Southern Division (the “Bankruptcy Court”); and 


          WHEREAS,
the Borrowers, the Subsidiary Guarantors and the Other Debtors are continuing
to operate their respective businesses and manage their respective properties
as debtors-in-possession under Sections 1107 and 1108 of the Bankruptcy Code;
and 


          WHEREAS,
on June 9, 2008 (the “Original Closing Date”),
the Borrowers, the Subsidiary Guarantors, the lenders party thereto from time
to time (the “Original Lenders”),
Merrill Lynch Capital Corporation, as the administrative agent (“Original Administrative Agent”), Wachovia
Bank, National Association, as the issuer, Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Wachovia Capital Markets, LLC, as the co-lead arrangers
and the joint book runners, and Wachovia Capital Markets, LLC, as the
syndication agent, entered into that certain Senior Secured Superpriority
Debtor-In-Possession Credit Agreement (as amended and





restated as of
February 20, 2009, and as further amended through the date hereof, the “Original DIP Credit Agreement”); and 


          WHEREAS,
the Original DIP Credit Agreement provided post-petition financing to the
Borrowers in the form of a senior secured superpriority debtor-in-possession
loan facility in the aggregate principal amount of $196,000,000 (the “Original DIP Facility”; the Obligations
thereunder, the “Original Loans”);



          WHEREAS,
prior to the Original Closing Date (such term and other capitalized terms being
used herein with the meanings provided in Section 1.1), (x) 50% of the
Operating Company Membership Interests are owned directly by Kewadin Greektown
Casino, L.L.C. (“Kewadin”) which,
in turn, is 100% owned by Kewadin Casinos Gaming Authority (the “Authority”) and which, in turn, is 100%
owned by the Sault Ste. Marie Tribe of Chippewa Indians (the “Tribe”) and (y) 50% of the Operating
Company Membership Interests are owned directly by Monroe Partners, L.L.C. (“Monroe”), which, in turn, is 97.1875% owned
directly by Kewadin and 2.8125% owned directly by, or subject to options for
the benefit of, other Persons; and 


          WHEREAS,
on or before December 2, 2005, (x) 50% of the Operating Company Membership
Interests were transferred to Greektown Holdings by Kewadin and (y) 50% of the
Operating Company Membership Interests were transferred to Greektown Holdings
by Monroe and, after giving effect to such transfers, the Operating Company is
a wholly-owned Subsidiary of Greektown Holdings; and 


          WHEREAS,
as of the Effective Date, 50% of the Greektown Holdings Membership Interests
are owned directly by each of Kewadin and Monroe; and 


          WHEREAS,
as of the Effective Date, Greektown Corporation is a wholly-owned subsidiary of
Greektown Holdings; and 


          WHEREAS,
the Borrowers have requested that the Original DIP Facility be replaced with a
new senior secured superpriority debtor-in-possession loan facility in the
maximum aggregate principal amount of $210,000,000 (the “DIP Facility”), that the Original Loans be
paid in full, in cash, and that the Original DIP Credit Agreement be refinanced
and replaced in its entirety as set forth in this Agreement; and 


          WHEREAS,
it is the intention of the parties hereto that the terms of this Agreement
shall supersede the terms of the Original DIP Credit Agreement (each of which
shall hereafter have no further effect upon the parties thereto, other than
provisions thereof which expressly survive the termination of the Original DIP
Credit Agreement, in each case, to the extent provided for therein); and 


          WHEREAS,
the Borrowers desire to obtain Term A Loans and Delayed Draw Commitments from
the Lenders on the Effective Date; and 


          WHEREAS,
the Lenders are willing, on the terms and subject to the conditions hereinafter
set forth (including Article VI), to make such Term A Loans, enter into such
Delayed Draw Commitments and make such Delayed Draw Loans to the Borrowers; and



-2-





          WHEREAS,
the proceeds of the Term A Loans will be advanced to the Borrowers which will be
used by the Borrowers, so that they may fund the repayment in full of the
outstanding obligations under the Original DIP Credit Agreement, 


          WHEREAS,
the proceeds of the Delayed Draw Loans will be advanced to the Borrowers, which
will be used by the Borrowers, so that they may fund capital contributions to
the Operating Company, to pay for costs incurred by the Operating Company in
accordance with the Budget and as otherwise permitted under this Agreement. 


          NOW,
THEREFORE, the parties hereto agree as follows: 


ARTICLE I


DEFINITIONS AND ACCOUNTING TERMS


          SECTION
1.1. Defined Terms. The following terms (whether or not italicized) when
used in this Agreement, including its preamble and recitals, shall, except
where the context otherwise requires, have the following meanings (such
meanings to be equally applicable to the singular and plural forms thereof): 


          “Administrative Agent” means Jefferies, and
includes each other Person as shall have subsequently been appointed as the
successor Administrative Agent pursuant to Section 10.4. 


          “Affected Lender” is defined in clause (a)
of Section 4.7. 


          “Affiliate” means, relative to any Person,
any other Person which, directly or indirectly, controls, is controlled by or
is under common control with such Person excluding, however, any trustee under,
or any committee with responsibility for administering, any Plan). With respect
to any Lender or Approved Fund, a Person shall be deemed to be “controlled by”
another Person if such other Person possesses, directly or indirectly, power to
vote more than 50% of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors, managing general partners or
managers, as the case may be. With respect to all other Persons, a Person shall
be deemed to be “controlled by” another Person if such other Person possesses,
directly or indirectly, power 


                    (a)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors, managing general partners or
managers, as the case may be; or 


                    (b)
to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise. 


          “Affiliate Transaction” is defined in Section
8.2.14. 


          “Agent” means the Administrative Agent or
the Syndication Agent, as the context requires. 


-3-





          “Agreement” means, on any date, this Senior
Secured Superpriority Debtor-in-Possession Credit Agreement as in effect on the
Effective Date, and as thereafter from time to time amended, supplemented,
amended and restated, or otherwise modified. 


          “Approved Electronic Communications” means
any notice, demand, communication, information, document or other material that
any Borrower or Subsidiary Guarantor provides to Administrative Agent pursuant
to any Loan Document or the transactions contemplated therein which is
distributed to Agents or the Lenders by means of electronic communications
pursuant to Section 13.2(b). 


          “Approved Fund” means, relative to any
Lender that is a fund that invests in bank loans, any other fund that invests
in bank loans and is advised or managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor. 


          “Asset Sale” is defined in Section 8.2.12.



          “Assignee Lender” is defined in Section
13.11.1.


          “Authority” is defined in the recitals.



          “Authorized Representative” means, relative
to any Person, those of its officers or managers or managing members (in the
case of a limited liability company) whose signatures and incumbency have been
certified in a certificate of such Person delivered to the Administrative
Agent. 


          “Available Cash” means all of the Borrowers’
and Subsidiary Guarantors’ cash that constitutes the Prepetition Lenders’ cash
collateral (as defined in Bankruptcy Code Section 363(a)) in which the
Prepetition Lenders have a security interest and any other cash and cash
collateral. 


          “Bankruptcy Code” is defined in the
preamble. 


          “Bankruptcy Court” is defined in the
recitals. 


          “Board of Directors” means, relative to any
Person, (x) for so long such Person is a corporation, the Management Board or
Board of Directors, as the case may be (as such terms are defined in the
Organizational Documents of such Person) appointed pursuant to the
Organizational Documents of such Person or (y) on and after such time as such
Person is no longer a corporation, the substantially equivalent governing body
of such Person. 


          “Board of Managers” means, relative to any
Person, (x) for so long such Person is a limited liability company, the
Management Board or Board of Managers, as the case may be (as such terms are
defined in the Organizational Documents of such Person) appointed pursuant to
the Organizational Documents of such Person or (y) on and after such time as
such Person is no longer a limited liability company, the board of directors or
substantially equivalent governing body of such Person. 


          “Borrower” is defined in the preamble.



-4-





          “Borrowing” means the Loans made by the
Lenders on the same Business Day and pursuant to the same Borrowing Request in
accordance with Section 2.3. 


          “Borrowing Request” means a Loan request and
certificate duly executed by an Authorized Representative of each Borrower
substantially in the form of Exhibit D hereto. 


          “Budget” means a budget substantially in the
form of Exhibit B, prepared on a rolling thirteen (13) week basis, which
sets forth all of the Borrowers’ and Subsidiary Guarantors’ expenditures and
cash flow, with such initial Budget (being in form and substance acceptable to
the Administrative Agent and Lenders) covering the period from the Effective
Date to and including the date that ends on the last day of the thirteenth
(13th) week thereafter, and deliverable to the Administrative Agent at the end
of each Budget Period with monthly updates pursuant to Section 8.1.3. 


          “Budget Period” means the thirteen (13) week
period covered by the Budget that has been delivered by the Borrowers pursuant
to Section 8.1.3. 


          “Building Department” means City of Detroit
Department of Building and Safety Engineering. 


          “Business Day” means any day which is not a
Saturday, Sunday or a legal holiday on which banks are authorized or required
to be closed in New York, New York. 


          “Business Plan” means a twelve-month
business plan of the Borrowers and Operating Company, which shall include
projections (with monthly financial statements and monthly budgeted cash flows
and disbursements) for a twelve-month period beginning January 1, 2010 and
ending December 31, 2010. 


          “Capital Expenditures” means, for any
period, expenditures for fixed or capital assets made during such period which,
in accordance with GAAP, are required to be (x) classified as capital
expenditures and (y) shown as such on the applicable balance sheet, excluding,
however, any such asset acquired in connection with a replacement and
maintenance program that is properly expensed in accordance with GAAP. 


          “Capital Stock” means, relative to any
Person, any and all shares, interests (including Membership Interests),
participations or other equivalents (however designated, whether voting or
non-voting) of such Person’s capital, whether now outstanding or issued after
the Effective Date. 


          “Capitalized Lease Liability” means,
relative to any Person, any monetary obligation of such Person under any
leasing or similar arrangement which, in accordance with GAAP, is required be
classified as a capitalized lease, and, for purposes of this Agreement and each
other Loan Document, the amount of such obligation shall be the capitalized amount
thereof, determined in accordance with GAAP, and the stated maturity thereof
shall be the date of the last payment of rent or any other amount due under
such lease prior to the first date upon which such lease may be terminated by
the lessee without payment of a premium or a penalty. 


-5-





          “Carve-Out” means the (i) unpaid fees of the
Clerk of the Bankruptcy Court and the U.S. Trustee pursuant to 28 U.S.C. §
1930(a) and (ii) the reasonable fees and expenses of Professionals (but not any
“success fee” or “transaction fee” owed to such Professional) retained by the
Debtors and any official committee appointed in the Cases prior to delivery of
a Carve-Out Trigger Notice, in each case, as reflected in the Budget. 


          “Carve-Out Trigger Notice” means a notice
delivered by the Administrative Agent to the Borrowers’ counsel and the lead
counsel retained by any official committee appointed in the Cases following the
occurrence of an Event of Default, expressly stating that the Post-Default Carve-Out
has been invoked and referencing the relevant default provision under Article
IX hereof. 


          “Case” and “Cases” are defined in the recitals. 


          “Cash Collateral Account” means, on any
date, any and all “deposit accounts” (as defined in the Uniform Commercial Code
as in effect in the State of New York) established by the Borrowers from time
to time with the Depository subject to a Cash Collateral Account Agreement for
the benefit of the Secured Parties in accordance with Section 8.1.24. 


          “Cash Collateral Account Agreement” means,
on any date, the Cash Collateral and Control Agreement, substantially in the
form of Exhibit G hereto or in such other form agreed upon by the
Borrowers, the Depository and the Administrative Agent, for the benefit of the
Secured Parties, and as thereafter from time to time amended, supplemented,
amended and restated or otherwise modified. 


          “Cash Equivalent Investment” means, at any
time, (u) United States Dollars, (v) securities issued or directly and fully
guaranteed or insured by the United States or any agency or instrumentality
thereof (provided, however, that the full faith and credit of the
United States is pledged in support thereof) having maturities of not more than
one (1) month from the date of acquisition, (w) certificates of deposit and
eurodollar time deposits with maturities of one (1) month or less from the date
of acquisition, bankers’ acceptances with maturities not exceeding one (1)
month and overnight bank deposits, in each case with any domestic commercial
bank having capital and surplus in excess of $500 million and a Thompson Bank
Watch Rating of “B” or better, (x) repurchase obligations with a term of not
more than thirty (30) days for underlying securities of the types described in item
(v) and (w) entered into with any financial institution meeting the
qualifications specified in item (w), (y) commercial paper having
the highest rating obtainable from Moody’s or S&P and in each case maturing
within one (1) month after the date of acquisition and (z) money market funds
substantially all of the assets of which constitute Cash Equivalent Investments
of the kinds described in items (u)-(y) of this definition. 


          “CERCLA” is defined in clause (a) of
the definition of “Environmental Law”. 


          “CERCLIS” means the Comprehensive
Environmental Response Compensation Liability Information System List. 


          “Certificate of Occupancy” means a permanent
or temporary certificate of occupancy, in either case, for the Improvements
specified in such certificate of occupancy issued by the 


-6-





Building
Department pursuant to applicable Legal Requirements, which permanent or
temporary certificate of occupancy shall permit the Improvements to be used for
their intended purposes. 


          “Change of Control” means: 


                    (a)
any sale or transfer of a substantial portion of the Permanent Casino Complex;
or 


                    (b)
any “Transfer” (as defined in the Development Agreement) which is not expressly
permitted by the Development Agreement (whether or not such Transfer is
permitted by this Agreement); or 


                    (c)
any transfer or change in control not permitted by Michigan Gaming Law, the
MGCB or the MGCB Approval. 


          “City” means the City of Detroit, Michigan. 


          “Co-Bookrunners” is defined in the preamble.



          “Code” means the Internal Revenue Code of
1986, and the regulations thereunder, in each case as amended, reformed or
otherwise modified from time to time. 


          “Co-Lead Arrangers” is defined in the preamble.



          “Commitment” means, as the context may
require, a Term A Commitment or a Delayed Draw Commitment. 


          “Commitment Amount” means, as the context
may require, the Term A Commitment Amount or the Delayed Draw Commitment
Amount. 


          “Commitment Fee” is defined in Section
3.3.2. 


          “Committee” means the official statutory
committee of unsecured creditors appointed in the Cases pursuant to Section
1102 of the Bankruptcy Code. 


          “Compliance Certificate” means a certificate
duly completed and executed by an Authorized Representative of Greektown
Holdings substantially in the form of Exhibit F hereto, as amended,
supplemented, amended and restated or otherwise modified from time to time,
together with such changes thereto as the Administrative Agent may from time to
time reasonably request for the purpose of monitoring compliance by Greektown
Holdings and its Subsidiaries with the covenants contained herein. 


          “Consolidated EBITDAR” means, for any
applicable period, the sum (without duplication) of 


                    (a)
Net Income of Greektown Holdings and its Subsidiaries for such period, 


          plus



-7-





                    (b)
the amount deducted by Greektown Holdings and its Subsidiaries in determining
Net Income for such period, representing 


                              (i)
Interest Expense; plus


                              (ii)
the amount deducted, in determining Net Income, of all federal, state and local
income taxes (including, without duplication, any state single business,
unitary or similar taxes, but excluding any reduction in tax liability pursuant
to Section 12 of the Michigan Gaming Control and Revenue Act) (whether paid in
cash or accrued or deferred); plus


                              (iii) depreciation
expense; plus


                              (iv) amortization
expense; plus


                              (v) restructuring expenses as set forth in the Budget in the amounts actually incurred;
plus


                              (vi)
other non-cash items reducing the net income of Greektown Holdings and its
Subsidiaries less other non-cash items increasing such net income. 


          “Construction Documents” means,
collectively, the Jenkins Skanska Contract and any other Material Contracts
entered into on, prior to or after the Effective Date, relating to the
development, construction, maintenance or operation of the Permanent Casino
Complex including all amendments in effect as of the Effective Date, as the
same may be amended, supplemented, amended and restated or otherwise modified
in accordance with the terms of this Agreement. 


          “Contingent Liability” means, relative to
any Person, any agreement, undertaking or arrangement by which such Person
guarantees, endorses or otherwise becomes or is contingently liable upon (by
direct or indirect agreement, contingent or otherwise, to provide funds for
payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise
to assure a creditor against loss) the Indebtedness of any other Person (other
than by endorsements of instruments in the course of collection or standard
contractual indemnities entered into in the ordinary course of business), or
guarantees the payment of dividends or other distributions upon the shares of
any other Person. The amount of any Person’s obligation under any Contingent
Liability shall be deemed to be the lower of (x) an amount equal to the stated
or determinable amount of the primary obligation underlying such Contingent
Liability and (y) the maximum amount for which such Person may be liable
pursuant to the terms of the Instrument evidencing such Contingent Liability; provided, however, if such primary
obligation and the maximum amount thereof for which such Person may be liable
are not stated or determinable, then the amount of any Person’s obligation
under such Contingent Liability shall be such Person’s maximum anticipated
liability (assuming such Person is required to perform) in respect thereof as
reasonably determined by the Administrative Agent. 


          “Contract Builders” is defined in the preamble.



          “Contract Builders Mortgage” means, on any
date, the Mortgage, Assignment of Rents and Leases, Security Agreement and
Fixture Filing in the principal amount of $290,000,000, 


-8-





made by
Contract Builders, as the mortgagor, to the Prepetition Agent for the benefit
of the Prepetition Secured Parties, as the mortgagee, and recorded with the
Wayne County (Michigan) Register of Deeds, covering the Real Property described
on Exhibit H-5, and as thereafter from time to time further amended,
supplemented, amended and restated or otherwise modified. 


          “Contract Builders Parcel” means that
portion of the Surplus Parcels owned by Contract Builders described in Exhibit
H-5. 


          “Contractor” means any construction
consultant, architect, contractor, subcontractor, supplier, laborer, or any
other Person engaged by Greektown Holdings or any of its Subsidiaries under a
contract. 


          “Controlled Group” means all members of a
controlled group of corporations and all members of a controlled group of
trades or businesses (whether or not incorporated) under common control which,
together with the Borrowers, are treated as a single employer under Section
414(b) or 414(c) of the Code or Section 4001 of ERISA. 


          “Credit Extension” means the making of a
Loan by a Lender. 


          “Debtor” and “Debtors” are defined in the recitals. 


          “Default” means any Event of Default or any
condition, occurrence or event which, after notice or lapse of time or both,
would constitute an Event of Default. 


          “Defaulting Lender” means any Lender with
respect to which a Lender Default is in effect. 


          “Delayed
Draw Commitment” means, on any date, relative to any Delayed Draw Lender, (i)
the result obtained by multiplying the Delayed Draw Commitment Amount by such
Delayed Draw Lender’s Percentage as reduced by (ii) the principal amount of any
Delayed Draw Loans made by such Delayed Draw Lender as of such date. The amount
and Percentage of the Delayed Draw Commitment of each Delayed Draw Lender is
set forth on such Lender’s signature page hereto or in a Lender Assignment
Agreement. 


          “Delayed Draw Commitment Amount” means the
aggregate principal amount of Delayed Draw Loans which the Delayed Draw Lenders
are obligated to make pursuant to clause (a) of Section 2.1. The
Delayed Draw Commitment Amount is $20,000,000. 


          “Delayed Draw Commitment Termination Date”
means the earliest of (a) the DIP Facility Termination Date, and (b) the date
upon which the Delayed Draw Commitment is reduced to zero. 


          “Delayed Draw Lender” means any Lender which
has made a Delayed Draw Commitment or holds a Delayed Draw Loan. 


          “Delayed Draw Loans” is defined in clause
(b) of Section 2.1.1. 


-9-





          “Depository” means such Person designated
from time to time by the Administrative Agent to serve as the depository bank
under the Cash Collateral Account Agreement. 


          “Development Agreement” means the Revised
Development Agreement among the City, the EDC and the Operating Company, dated
as of August 2, 2002, as thereafter from time to time amended, supplemented,
amended and restated or otherwise modified in accordance with the terms hereof.



          “DIP Collateral” is defined in clause (a)
of Section 11.1.


          “DIP Facility” is defined in the recitals.


          “DIP Facility Termination Date” means the
earliest of: 

                    (a) the Stated Maturity Date; 


                    (b)
the effective date of a plan of reorganization for the Borrowers; 


                    (c)
the date on which any sale or transfer of a substantial portion of the
Permanent Casino Complex occurs; 


                    (d)
[reserved]; and 


                    (e)
the date of the occurrence of any Event of Default and either (x) the
declaration of all or any portion of the Loans to be immediately due and
payable pursuant to Section 9.2 or (y) the giving of notice by the
Administrative Agent, acting at the direction of the Required Lenders, to the
Borrowers that the Commitments have been terminated. 


          “DIP Order” means, collectively, the order
or orders of the Bankruptcy Court entered in the Borrowers’ and the Subsidiary
Guarantors’ Cases after a final hearing under Bankruptcy Rule 4001 which order
or orders shall be substantively in the form of Exhibit A and otherwise
in form and substance satisfactory to the Administrative Agent and the
Borrowers, and (i) shall approve and authorize on a final basis (including the
expiration of all appeals and extension periods) the DIP Facility and related
transactions, all provisions thereof, and the priorities, Liens and claims
granted therein, and (ii) shall prohibit the assertion of claims arising under
Section 506(c) of the Bankruptcy Code against the Prepetition Agent, the
Prepetition Lenders, the Administrative Agent or any Lender. 


          “Disclosure Schedule” means the Disclosure
Schedule attached hereto as Schedule I, as it may be amended,
supplemented, amended and restated or otherwise modified from time to time by
the Borrowers with the written consent of the Administrative Agent. 


          “Dollar” and the symbol “$” mean lawful
money of the United States. 


          “Downgraded Lender” is defined in clause
(b) of Section 4.7. 


          “Easement” means any easement appurtenant,
easement in gross, license agreement or other right running for the benefit of
the Operating Company or appurtenant to the Permanent 


-10-





Casino
Complex, the Improvements thereon, and the Surplus Parcels, including those
easements and licenses described in the Development Agreement and each title
policy. 


          “EDC” means the Economic Development
Corporation of the City of Detroit. 


          “Effective Date” means the date this
Agreement becomes effective pursuant to Section 13.8. 


          “Eligible Assignee” means (A) any of the
following entities: (i) a commercial bank organized under the laws of the
United States or any state thereof; (ii) a savings and loan association or
savings bank organized under the laws of the United States or any state
thereof; (iii) a commercial bank organized under the laws of any other country
or a political subdivision thereof (provided that (x) such bank is
acting through a branch or agency located in the United States or (y) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country); and (iv) any other entity which is an “accredited investor” (as
defined in Regulation D under the Securities Act) which extends credit or buys
loans as one of its businesses including insurance companies, mutual funds and
lease financing companies or (B) a Lender, an Affiliate of a Lender or an
Approved Fund; or (C) any other Person (other than a natural Person) approved
by the Administrative Agent after consultation with the Borrowers (but only if
no Default exists hereunder); provided,
however, that Greektown Holdings, its Subsidiaries, Monroe, Kewadin, the
Authority, the Tribe or any of their Affiliates shall not be an Eligible
Assignee. 


          “Environmental Claim” means any and all
obligations, liabilities, losses, administrative, regulatory or judicial
actions, suits, demands, decrees, claims, Liens, judgments, warning notices,
notices of noncompliance or violation, investigations, proceedings, removal or
remedial actions or orders, or damages (foreseeable and unforeseeable,
including consequential and punitive damages), penalties, fees, out-of-pocket
costs, expenses, disbursements, reasonable attorneys’ and consultants’ fees,
resulting from any obligation under, or violation of, any Environmental Law or
any Permit issued under any such Environmental Law including (x) any and all
claims by Governmental Instrumentalities for enforcement, cleanup, removal,
response, remedial or other actions or damages pursuant to any applicable
Environmental Law and (y) any and all claims by any third party seeking
damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from Hazardous Substances or arising from alleged
injury or threat of injury to health, safety or the environment. 


          “Environmental Law” means any of: 


                    (a)
the Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended (42 U.S.C. Section 9601, et seq.) (“CERCLA”); 


                    (b)
the Federal Water Pollution Control Act (33 U.S.C. Section 1251, et seq.)
(“Clean Water Act” or “CWA”); 


                    (c)
the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et seq.)
(“RCRA”); 


                    (d)
the Atomic Energy Act of 1954 (42 U.S.C. Section 2011, et seq.); 


-11-





                    (e)
the Clean Air Act (42 U.S.C. Section 7401, et seq.); 


                    (f)
 the Emergency Planning and
Community Right to Know Act (42 U.S.C. Section 11001, et seq.); 


                    (g)
the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136, et seq.) (“FIFRA”); 


                    (h)
the Oil Pollution Act of 1990 (P.L. 101-380, 104 Stat. 486); 


                    (i)
 the Safe Drinking Water Act (42
U.S.C. Sections 300f, et seq) (“SDWA”);



                    (j)
 the Surface Mining Control and
Reclamation Act of 1974 (30 U.S.C. Sections 1201, et seq.); 


                    (k)
the Toxic Substances Control Act (15 U.S.C. Section 2601, et seq.) (“TSCA”); 


                    (l)
 the Hazardous Materials
Transportation Act (49 U.S.C. Section 1801, et seq.) (“HMTA”); 


                    (m)
the Uranium Mill Tailings Radiation Control Act of 1978 (42 U.S.C. Section
7901, et seq.) (“UMTRCA”); 


                    (n)
the Occupational Safety and Health Act (29 U.S.C. Section 651, et seq.)
(“OSHA”); 


                    (o)
the Michigan Natural Resources and Environmental Protection Act (MCL
324.3101-.21551); and 


                    (p)
all other federal, state and local Legal Requirements which govern Hazardous
Substances, and the regulations adopted pursuant to all such foregoing laws; 


in each case,
as amended by an amendment thereto or succeeded by a successor law, statute or
regulation thereto. 


          “Environmental Matter” means any: 


                    (a)
release, emission, entry or introduction into the air including the air within
buildings and other natural or man-made structures above ground in quantities
or concentrations exceeding standards set by Environmental Laws; 


                    (b)
discharge, release or entry into water including into any river, watercourse,
lake or pond (whether natural or artificial or above ground or which joins or
flows into any such water outlet above ground) or reservoir, or the surface of
the riverbed or of other land supporting such waters, ground waters, sewer or
the sea in quantities or concentrations exceeding standards set by
Environmental Laws; 


-12-







                    (c)
deposit, disposal, keeping, treatment, importation, exportation, production,
transportation, handling, processing, carrying, manufacture, collection,
sorting or presence of any Hazardous Substance in quantities or concentrations
exceeding standards set by Environmental Laws (including, in the case of waste,
any substance which constitutes a scrap material or an effluent or other
unwanted surplus substance arising from the application of any process or
activity (including making it reusable or reclaiming substances from it) and
any substance or article which is required to be disposed of as being broken,
worn out, contaminated or otherwise spoiled); 


                    (d)
nuisance, noise, health and safety at work, industrial illness, industrial
injury due to environmental factors, environmental health problems (including
asbestosis or any other illness or injury caused by exposure to asbestos) or
genetically modified organisms; or 


                    (e)
conservation, preservation or protection of the natural or man-made environment
or any living organisms supported by the natural or man-made environment. 


          “Equity Interest” means, relative to any
Person, Capital Stock and all warrants, options or other rights to acquire Capital
Stock (excluding, however, any debt security that is convertible
into, or exchangeable for, Capital Stock) of such Person. 


          “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended, and any successor statute thereto of similar
import, together with the regulations thereunder, in each case as in effect
from time to time. References to sections of ERISA also refer to any successor
sections thereto. 


          “Event of Default” is defined in Section
9.1. 


          “Event of Loss” means, relative to any
property or asset (tangible or intangible, real or personal), (x) any loss,
destruction or damage of such property or asset, (y) any actual condemnation,
seizure or taking by exercise of the power of eminent domain or otherwise of
all or a part of such property or asset, or confiscation of all or a part of
such property or asset or the requisition of the use of all or a part of such
property or asset or (z) any settlement in lieu of item (y). 


          “Excess Available Cash” means, at any time,
Available Cash in excess of $35,000,000. 


          “Existing Indebtedness” means Indebtedness
of Greektown Holdings and its Subsidiaries in existence on the Effective Date. 


          “Existing Operating Leases” means those
Operating Leases disclosed in Item 8.2.8 of the Disclosure Schedule. 


          “Federal Funds Rate” means, for any period,
a fluctuating interest rate per annum equal for each day during
such period to 


                    (a)
the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as 


-13-





published for
such day (or, if such day is not a Business Day, for the next preceding
Business Day) by the Federal Reserve Bank of New York; or 


                    (b)
if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by it. 


          “FF&E” means all furnishings, fixtures
and equipment at, on or about the Improvements. 


          “First Day Orders” means all orders entered
by the Bankruptcy Court on the Petition Date or within five (5) Business Days of
the Petition Date or based on motions fled on the Petition Date. 


          “Fiscal Quarter” means a calendar quarter
ending on the last day of March, June, September or December. 


          “Fiscal Year” means any period of twelve
consecutive calendar months ending on December 31; references to a Fiscal Year
with a number corresponding to any calendar year (e.g., the “2000 Fiscal Year”)
refer to the Fiscal Year ending on December 31 of such calendar year. 


          “Fitch” means Fitch Investor Services, Inc.
or any successor thereto. 


          “F.R.S. Board” means the Board of Governors
of the Federal Reserve System or any successor thereto. 


          “GAAP” is defined in Section 1.4. 


          “Gaming Equipment” means the gaming
equipment and gaming devices which are regulated under any Michigan Gaming Law
or other applicable Legal Requirement (such as slot machines, cashless wagering
systems and associated equipment) together with all improvements, additions or
substitutions thereto. 


          “Gaming License” means any and all duly
issued and valid licenses, approvals, registrations, findings of suitability
and authorizations relating to gaming at the Permanent Casino Complex under the
Michigan Gaming Laws or required by the MGCB or necessary for the operation of
gaming at the Permanent Casino Complex, as the case may be. 


          “Goldman Sachs” is defined in the preamble.



          “Governmental Approvals” means all
approvals, consents, waivers, orders, acknowledgments, authorizations, certificates,
registrations, permits, environmental permits, and licenses required under
applicable Legal Requirements to be obtained from any Governmental
Instrumentality for the Permanent Casino Complex, or any portion thereof, for
the use, occupancy, and operation of the Permanent Casino Complex. 


          “Governmental Instrumentality” means any
national, state or local government, any political subdivision thereof or any
other governmental, quasi-governmental, judicial, public or 


-14-





statutory
instrumentality, authority, body, agency, bureau or entity (including the City,
the EDC, the MGCB, any zoning authority, the Federal Deposit Insurance
Corporation, the Comptroller of the Currency or the F.R.S. Board, any central
bank or any comparable authority) or any arbitrator with authority to bind a
party at law. 


          “Greektown Corporation” is defined in the preamble.



          “Greektown Holdings” is defined in the preamble.



          “Greektown Holdings Membership Interest”
means a Membership Interest as defined in the Organizational Documents of
Greektown Holdings. 


          “Greektown Surplus Parcels” means that
portion of the Surplus Parcels owned by the Operating Company, described in Exhibit
H-7. 


          “Hazardous Substances” means (statutory acronyms
and abbreviations having the meaning given them in the definition of
“Environmental Laws”) substances defined as “hazardous substances,”
“pollutants” or “contaminants” in Section 1.01 of the CERCLA; those substances
defined as “hazardous waste,” “hazardous materials” or “regulated substances”
by the RCRA; those substances designated as a “hazardous substance” pursuant to
Section 311 of the CWA; those substances defined as “hazardous materials” in
Section 103 of the HMTA; those substances regulated as a hazardous chemical
substance or mixture or as an imminently hazardous chemical substance or
mixture pursuant to Sections 6 or 7 of the TSCA; those substances defined as
“contaminants” by Section 1401 of the SDWA, if present in excess of permissible
levels; those substances regulated by the Oil Pollution Act; those substances
defined as a pesticide pursuant to Section 2(u) of the FIFRA; those substances
defined as a source, special nuclear or by-product material by Section 11 of
the AEA; those substances defined as “residual radioactive material” by Section
101 of the UMTRCA; those substances defined as “toxic materials” or “harmful
physical agents” pursuant to Section 6 of the OSHA); those substances defined
as hazardous wastes in 40 C.F.R. Part 261.3; those substances defined as
hazardous waste constituents in 40 C.F.R. Part 260.10, specifically including
Appendices VII and VIII of Subpart D of 40 C.F.R. Part 261; those substances
designated as hazardous substances in 40 C.F.R. Parts 116.4 and 302.4; those
substances defined as hazardous substances or hazardous materials in 49 C.F.R.
Part 171.8; those substances regulated as hazardous materials, hazardous
substances or toxic substances in 40 C.F.R. Part 1910; those substances defined
as hazardous materials, hazardous substances or toxic substances in any other
Environmental Laws; and those substances defined as hazardous materials,
hazardous substances or toxic substances in the regulations adopted pursuant to
said laws, whether or not such regulations or publications are specifically
referenced herein. 


          “Hedging Liabilities” means any obligations
of a party under any swap, cap, collar, forward, future, option, structured
securities or other derivatives agreement or similar arrangement. 


          “herein”, “hereof”,
“hereto”, “hereunder” and similar terms contained in
this Agreement or any other Loan Document referred to in this Agreement or such
other Loan 


-15-





Document, as
the case may be, as a whole and not to any particular Section, paragraph or
provision of this Agreement or such other Loan Document. 


          “Hotel/Garage” means that portion of the
Permanent Casino Complex described on Exhibit H-3. 


          “Impermissible Qualification” means,
relative to the opinion or certification of any independent public accountant
as to any financial statement of any Person, any qualification or exception to
such opinion or certification 


                    (a)
which relates to the limited scope of examination of matters relevant to such
financial statement; or 


                    (b)
which relates to the treatment or classification of any item in such financial
statement and which, as a condition to its removal, would require an adjustment
to such item the effect of which would be to a default under Section 8.2.4.



          “Imposition” means any real estate tax,
payment in lieu of taxes or other assessment levied, assessed or imposed
against any of the Surplus Parcels or the Permanent Casino Complex, and any
water rates, sewer rentals or other governmental, municipal or public dues,
charges or impositions, of every nature and to whomever assessed, that may now
or hereafter be levied or assessed upon any of the Surplus Parcels or the
Permanent Casino Complex, or upon the rents, issues, income, proceeds or
profits thereof, whether the Imposition is levied directly or indirectly
against any of the Surplus Parcels or the Permanent Casino Complex or as excise
taxes or income taxes. 


          “Improvement” means any building, structure
or other improvements located, constructed or to be located or constructed on
any of the Surplus Parcels or the Permanent Casino Complex. 


          “including” and “include” means including, without limiting the generality of
any description preceding such term, and, for purposes of this Agreement and
each other Loan Document, the parties hereto agree that the rule of ejusdem
generis shall not be applicable to limit a general statement, which is
followed by or referable to an enumeration of specific matters, to matters
similar to the matters specifically mentioned. 


          “Indebtedness” means, relative to any
Person, without duplication: 


                    (a)
all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments; 


                    (b)
all obligations, contingent or otherwise, relative to the face amount of all
letters of credit (or reimbursement agreements in respect thereof), whether or
not drawn, and banker’s acceptances issued for the account of such Person; 


                    (c)
all Capitalized Lease Liabilities of such Person, 


-16-





                    (d)
all other items which, in accordance with GAAP, would be required to be
included as liabilities on the liability side of the balance sheet of such
Person as of the date at which Indebtedness is to be determined (other than
accounts payable and accrued expenses by the Operating Company or its
Subsidiaries arising in the ordinary course of business in connection with the
operation of the Permanent Casino Complex, in each such case, to the extent set
forth in the Budget); 


                    (e)
net liabilities of such Person under all Hedging Liabilities; 


                    (f)
whether or not so included as liabilities in accordance with GAAP, all
obligations of such Person to pay the deferred purchase price of property or
services if the purchase price is due more than six (6) months from the date
that the obligation is incurred, and indebtedness (excluding, however,
prepaid interest thereon) secured by a Lien on property owned or being
purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements and the obligations of the Operating
Company or its Subsidiaries under the Development Agreement), whether or not
such Indebtedness shall have been assumed by such Person or is limited in
recourse; provided, however, that
the amount of such Indebtedness that is limited in recourse to such property
owned or being purchased shall, for purposes of this clause (f), be
deemed to be equal to the lesser of (i) the aggregate unpaid amount of such
obligations of such Person and (ii) the fair market value of the property for
which such Indebtedness has been incurred; and 


                    (g)
all Contingent Liabilities of such Person in respect of any of the foregoing
that are required to be included as a liability in accordance with GAAP. 


For all
purposes of this Agreement, (x) the Indebtedness of any Person shall include
the proportion of Indebtedness of any partnership in which such Person is a
general partner or joint venturer with liability for the entire indebtedness of
the joint venture and (y) the amount of any Indebtedness outstanding as of any
date shall be the principal amount thereof, together with any interest thereon
that is more than thirty (30) days past due. 


          “Indemnified Liability” is defined in Section
13.4. 


          “Indemnified Parties” is defined in Section
13.4.


          “INHAM Exemption” is defined in clause
(d) of Section 2.8. 


          “Instrument” means any contract, agreement,
indenture, mortgage, deed of trust, document or writing (whether by formal
agreement, letter or otherwise) under which any obligation is evidenced,
assumed or undertaken, or any Lien (or right or interest therein) is granted or
perfected. 


          “Insurance Premium Agreement” means the
Premium Finance Agreement and Disclosure Statement among First National Bank of
Kansas (purchased and serviced by Universal Premium Acceptance Corporation),
Meadowbrook Insurance Agency and the Operating Company with respect to certain
insurance policies effective as of January 15, 2009, as effective upon approval
by the Bankruptcy Court. 


-17-





          “Insurance Requirement” means any provisions
of any insurance policy covering or applicable to Greektown Holdings or any of
its Subsidiaries, any of the Surplus Parcels or the Permanent Casino Complex or
any portion thereof, all requirements of the issuer of any such policy and all
orders, rules, regulations and other requirements of the National Board of Fire
Underwriters (or any body exercising similar functions) applicable to or
affecting any of the Surplus Parcels or the Permanent Casino Complex or any
portion thereof, any use or condition thereof or Greektown Holdings or its
Subsidiaries. 


          “Interest Expense” means, for any period,
the consolidated interest expense (net of cash interest income) of Greektown
Holdings and its Subsidiaries (including, to the extent Greektown Holdings and
its Subsidiaries have any Contingent Liability in respect of such interest
expense, the interest expense of other Persons) for such period, as determined
on a consolidated basis in accordance with GAAP, including the portion of any
payments made in respect of Capitalized Lease Liabilities allocable to interest
expense, but excluding, however, deferred financing costs and
other non-cash interest expense. 


          “Investment” means, relative to any Person, 


                    (a)
any loan or advance made by such Person to any other Person (including
Affiliates) (excluding, however, commission, travel, petty cash
and similar advances to managers, officers and employees made in the ordinary
course of business); 


                    (b)
any Contingent Liability of such Person; 


                    (c)
any ownership or similar interest held by such Person in any other Person; and 


                    (d)
any other item that is required to be classified as an investment on a balance
sheet of such Person prepared in accordance with GAAP. 


The amount of
any Investment shall be the original principal or capital amount thereof less
all returns of principal or equity thereon and shall, if made by the transfer
or exchange of property other than cash, be deemed to have been made in an
original principal or capital amount equal to the fair market value of such
property at the time of such Investment. 


          “Jefferies” is defined in the preamble.



          “Jenkins Skanska” means Jenkins/Skanska
Venture, LLC. 


          “Jenkins
Skanska Contract” means, on any date, the construction
contract between the Operating Company and Jenkins Skanska, including all
amendments in effect as of the Effective Date, and as thereafter from time to
time amended, supplemented, amended and restated or otherwise modified in
accordance with the terms of this Agreement.


          “Kewadin” is defined in the recitals.



          “Legal Requirement” means, relative to any
Person or property, all laws (including Michigan Gaming Laws, if applicable),
statutes, codes, regulations, rules, acts, ordinances, 


-18-





permits,
licenses, authorizations, directions and requirements of all Governmental
Instrumentalities, departments, commissions, boards, courts, authorities,
agencies, officials and officers, and any deed restrictions or other
requirements of record, applicable to such Person or such property, or any
portion thereof or interest therein or any use or condition of such property or
any portion thereof or interest therein (including those relating to zoning,
planning, subdivision, building, safety, health, use, environmental quality and
other similar matters). 


          “Lender” is defined in the preamble
and, in addition, shall include any Person that becomes a Lender pursuant to Section
13.11.1. 


          “Lender Assignment Agreement” means a lender
assignment agreement substantially in the form of Exhibit C hereto. 


          “Lender Default” means (x) the wrongful
refusal (which has not been retracted) of a Lender to make available its
portion of any Borrowing or (y) a Lender having notified the Administrative
Agent or the Borrowers that it does not intend to comply with its obligations
under Section 2.3, as a result of the appointment of a receiver or
conservator with respect to such Lender or otherwise at the direction or
request of any regulatory agency or authority. 


          “Lender’s Environmental Liability” means any
and all losses, liabilities, obligations, penalties, claims, litigations,
demands, defenses, costs, judgments, suits, proceedings, damages (including
consequential damages), disbursements or expenses of any kind or nature
whatsoever (including reasonable attorneys’ fees at trial and appellate levels
and reasonable consultants’ and experts’ fees and disbursements and expenses
incurred in investigating, defending against or prosecuting any litigation,
claim or proceeding) which may at any time be imposed upon, incurred by, or
asserted or awarded against, any Lender or any of such Lender’s parent and
subsidiary corporations, and their Affiliates, shareholders, directors,
officers, employees, and agents in connection with or arising from: 


                    (a)
any Hazardous Substances on, in, under or affecting all or any portion of any
of the Surplus Parcels or the Permanent Casino Complex or the groundwater
thereunder, or any surrounding areas thereof to the extent caused by Releases
from Greektown Holdings, any of its Subsidiaries or any of their properties; 


                    (b)
any misrepresentation, inaccuracy or breach of any warranty, contained in Section
7.14; 


                    (c)
any violation or claim of violation by Greektown Holdings or any of its
Subsidiaries of any Environmental Laws; or 


                    (d)
the imposition of any Lien for damages caused by or the recovery of any costs
for the cleanup, release or threatened release of Hazardous Substances from the
any of the Surplus Parcels or the Permanent Casino Complex by Greektown
Holdings or any of its Subsidiaries or in connection with any property owned or
formerly owned by them. 


          “Lender’s Tax” is defined in Section 4.2.



-19-





          “Lien” means, relative to any asset, any
mortgage, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such asset, whether or not filed, recorded or otherwise perfected
under applicable law (including any conditional sale or other title retention
agreement, any lease in the nature thereof or any option or other agreement to
sell or give a security interest therein). 


          “Loan” means, as the context may require, a
Term A Loan or a Delayed Draw Loan. 


          “Loan Documents” means, collectively, this
Agreement, the Orders, each Borrowing Request, the Cash Collateral Account
Agreement and any other agreement, certificate, document or Instrument
delivered in connection with this Agreement or designated as a Loan Document by
the Borrowers and the Administrative Agent and such other agreements, whether
or not specifically mentioned herein or therein. 


          “Loan Parties” means the Borrowers and the
Subsidiary Guarantors.


          “Loss Proceeds” is defined in clause (b)
of Section 8.1.18.


          “Mandatory Prepayment” is defined in clause
(b) of Section 3.1.1. 


          “Material Adverse Effect” means any, event,
development or circumstance which has or could reasonably be expected to have a
material and adverse effect on (i) the business, assets, property or financial
condition of the Borrowers and the Subsidiary Guarantors, taken as a whole or
(ii) the validity or enforceability of the Loan Documents or the rights,
remedies, options or benefits of the Administrative Agent and the Lenders
thereunder; provided, however,
that no events related to the commencement and continuation of the Cases shall
be deemed to constitute a Material Adverse Effect, and the existence of the
automatic stay pursuant to Section 362 of the Bankruptcy Code shall be
considered in determining materiality. 


          “Material Contract”
means the contracts and agreements set forth in Item 6.1.17 of the
Disclosure Schedule, and any other contract or agreement a having a value in
excess of Two Million ($2,000,000) Dollars that is entered into after the
Effective Date from time to time, by (a) the Operating Company (or by Contract
Builders or Realty Equity with respect to the Surplus Parcels or by TGCP with
respect to the Trappers Alley Parcel) with any Person for performance of
services or sale of goods or services in connection with the operation or
maintenance of the Surplus Parcels or the Permanent Casino Complex, and (b) the
Borrowers or any of their Subsidiaries with any Contractor for performance of
services or sale of goods or services in connection with the design,
engineering, installation, construction, operation or maintenance of the
Surplus Parcels or the Permanent Casino Complex, including all warranties and
guarantees of all such contracts, including all amendments in effect as of the
Effective Date, as the same may from time to time be amended, supplemented,
amended and restated or otherwise modified in accordance with the terms of this
Agreement. 


          “Membership Interest” means, relative to any
Person which is a limited liability company, a membership interest or a limited
liability company interest, as the case may be, of such Person. 


-20-





          “MGCB” means the Gaming Control Board of the
State of Michigan or any other gaming authority with jurisdiction over the
Permanent Casino Complex, the gaming business of the Operating Company, or over
Kewadin, Monroe, Greektown Holdings or its Subsidiaries or any Person that owns
directly or indirectly any of the Capital Stock of the Kewadin, Monroe or
Greektown Holdings or its Subsidiaries, as the case may be. 


          “MGCB Approval” means any of (i) an order
granted by the MGCB approving entry into the transaction contemplated by this
Agreement pursuant to Rule 432.1508 and Rule 432.1509 of the Administrative
Rules promulgated by the MGCB and granting all necessary supplier-licensing
exemptions applicable to the transactions contemplated by this Agreement; or
(ii) an order granted by the MGCB waiving the rights of the MGCB to approve
such transactions; or (iii) an order of any court, state or federal, that
requires the MGCB to approve this Agreement pursuant to Rule 432.1508 and Rule
432.1509 of the Administrative Rules promulgated by the MGCB and granting all
necessary supplier-licensing exemptions applicable to the transactions
contemplated by this Agreement or otherwise reverses or rules unnecessary any
such approval requirement by the MGCB. 


          “Michigan Gaming Law” means the Michigan
Gaming Control and Revenue Act, as codified in Public Act 69 of 1997, MCLA
432.201, et seq., as amended from time to time, and the
Administrative Rules, Resolutions, or Executive Orders of the MGCB promulgated
thereunder, as amended from time to time. 


          “Monroe” is defined in the recitals. 


          “Moody’s” means Moody’s Investors Service,
Inc., a Delaware corporation, or any successor thereto. 


          “Mortgage” means, on any date, the
Consolidated, Amended and Restated Mortgage dated as of April 13, 2007, made by
the Operating Company and TGCP, each as the mortgagor, to the Prepetition Agent
for the benefit of the Prepetition Secured Parties, as the mortgagee, and
recorded in Liber 46207, Page 1302 of the Official Records of Wayne County,
Michigan, covering the Trappers Alley Parcel, the Permanent Casino Complex and
the Real Property described on Exhibits H-1(A), H-4 and H-7, and as
thereafter from time to time further amended, supplemented, amended and
restated or otherwise modified. 


          “Net Income” means, for any period, the
aggregate of all amounts which, on a consolidated basis in accordance with
GAAP, would be required to be included in determining the consolidated net
income of Greektown Holdings and its Subsidiaries for such period. 


          “Non-Defaulting Lender” means and includes
each Lender other than a “Defaulting Lender”. 


          “Non-U.S. Lender” is defined in Section
4.2. 


          “Obligations” means (x) all loans, advances,
debts, liabilities and obligations, howsoever arising, owed by Greektown
Holdings and its Subsidiaries under this Agreement to any Agent and any Lender
of every kind and description (whether or not evidenced by any note or
instrument and whether or not for the payment of money), direct or indirect,
absolute or 


-21-





contingent,
due or to become due, now existing or hereafter arising in connection with this
Agreement, or pursuant to the terms of any of the Loan Documents, including all
interest, fees, charges, reasonable expenses, reasonable attorneys’ fees and
costs and expenses, reasonable consultants’ fees and reasonable accountants’
fees chargeable to Greektown Holdings and its Subsidiaries in connection with such
Person’s dealings with Greektown Holdings and its Subsidiaries and payable by
Greektown Holdings and its Subsidiaries hereunder or thereunder; (y) any and
all sums advanced by the Agents or the Lenders in order to complete or preserve
the DIP Collateral or preserve any Secured Parties’ security interest in the
DIP Collateral, including all protective advances; and (z) in the event of any
proceeding for the collection or enforcement of, or any “working out” of, the
Obligations after an Event of Default shall have occurred and be continuing,
the reasonable expenses of retaking, holding, preparing for sale or lease,
selling or otherwise disposing of or realizing on the DIP Collateral, or of any
exercise by any Secured Party of its rights under the Loan Documents, together
with reasonable attorneys’ fees and costs and expenses. 


          “Obligor” means, as the context may require,
the Borrowers, the Subsidiaries of Greektown Holdings (other than Greektown
Corporation) and each other Person (other than the Administrative Agent or any
Lender) to the extent such Person is obligated under this Agreement or any
other Operative Document. 


          “Operating Company” is defined in the recitals.



          “Operating Company Membership Interest”
means a Membership Interest as defined in the Organizational Documents of the
Operating Company. 


          “Operating Lease” means any lease for any
equipment or Real Property at or for the benefit of the Surplus Parcels or the
Permanent Casino Complex, as applicable, and classified as an “operating lease”
under GAAP; provided, however,
“Operating Lease” shall not include any Participating Lease. 


          “Operative Documents” means any Loan
Document, Project Document, Construction Document or other Material Contract. 


          “Organizational Document” means, relative to
any Obligor, as applicable, its certificate or articles of incorporation, by
laws, certificate of partnership, partnership agreement, certificate of
formation, articles of organization, operating agreement, limited liability
company or operating agreement and all shareholder agreements, voting trusts
and similar arrangements applicable to any of such Obligor’s partnership
interests, limited liability company interests or authorized shares of capital
stock. 


          “Original Closing Date” is defined in the recitals.



          “Original DIP Credit Agreement” is defined
in the recitals.


          “Original DIP Facility” is defined in the recitals.


          “Original Lenders” is defined in the recitals.



-22-





          “Original Loans” is defined in the recitals.



          “Other Debtors” means Kewadin and Monroe. 


          “Parking Structures” means that portion of
the Permanent Casino Complex described in Exhibit H-4. 


          “Participant” is defined in Section
13.11.2. 


          “Participating Lease” means any lease for
Gaming Equipment entered into by the Operating Company or its Subsidiaries, as
lessee, whereby the rental payable to the lessor thereunder, in whole or in
part, is based upon a percentage of the revenues produced by the Gaming
Equipment covered by such lease. 


          “PBGC” means the Pension Benefit Guaranty
Corporation and any entity succeeding to any or all of its functions under
ERISA. 


          “Pension Plan” means a “pension plan”, as
such term is defined in Section 3(2) of ERISA, which is subject to Title IV of
ERISA or any other applicable substantially similar state or territorial law (excluding
however, a multiemployer plan as defined in Section 4001(a)(3) of
ERISA), and to which Greektown Holdings, any of its Subsidiaries or any
corporation, trade or business that is, along with Greektown Holdings or any of
its Subsidiaries, a member of a Controlled Group, has liability or a reasonable
expectation of liability, including any liability by reason of having been a
substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five (5) years, or by reason of being deemed to be a
contributing sponsor under Section 4069 of ERISA. 


          “Percentage” means, relative to any Lender,
the applicable percentage relating to such Lender’s portion of the Term A
Commitment Amount or Delayed Draw Commitment Amount, as the case may be, as set
forth on such Lender’s signature page attached hereto or as set forth in a
Lender Assignment Agreement under the applicable column heading, in each case,
as such percentage may be adjusted from time to time pursuant to Lender
Assignment Agreement(s) executed by such Lender and its Assignee Lender(s) and
delivered pursuant to Section 13.11.1. A Lender shall not have any
Commitment to make Term A Loans or Delayed Draw Loans, as the case may be, if
its percentage under the applicable column heading is zero percent (0%). 


          “Permanent Casino” means the portion of the
Permanent Casino Complex described on Exhibit H-1 and the Trappers Alley
Parcel. 


          “Permanent Casino Complex” means the
Permanent Casino, the Hotel/Garage and the Parking Structures. 


          “Permit” means any material building,
construction, land use, environmental or other permit, license, franchise,
approval, consent and authorization (including central bank and planning board
approvals from applicable Governmental Instrumentalities) required for or in
connection with the construction, ownership, use, occupation and operation of
the Surplus Parcels and the Permanent Casino Complex and the transactions
provided for in this Agreement 


-23-





and the other
Operative Documents; provided,
however, “Permit” shall not include any permit, license, approval, consent or
authorization of the MGCB. 


          “Permitted Asset Sale” is defined in Section
8.2.12. 


          “Permitted Lien” means any of the following
types of Liens (excluding, however, any such Lien imposed pursuant to Section
401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA, any such Lien
relating to or imposed in connection with any Environmental Claim and any such
Lien expressly prohibited by any applicable terms of any of the Operative
Documents): 


                    (a)
Liens in favor of the Borrowers; 


                    (b)
Liens securing the Obligations under the Loan Documents; 


                    (c)
Liens set forth in Item 8.2.3 of the Disclosure Schedule; 


                    (d)
(x) Liens for Impositions or (y) statutory Liens of landlords, and carriers’,
warehousemen’s, construction, suppliers’, materialmen’s, repairmen’s or other
similar Liens arising in the ordinary course of business or under the
Construction Documents, in the case of each of items (x) and (y),
with respect to amounts that either (1) are not yet delinquent or (2) are being
contested in good faith by appropriate proceedings; provided, however, that, in each case, any reserve or other
appropriate provision as shall be required in conformity with GAAP shall have
been made therefor; 


                    (e)
easements, rights-of-way, navigational servitude, restrictions, minor defects,
minor encroachments or irregularities in title and other similar charges or
encumbrances which do not interfere in any material respect with the ordinary
conduct of business of Greektown Holdings or any of its Subsidiaries, any of
the Surplus Parcels or the Permanent Casino Complex; 


                    (f)
Liens created by the Development Agreement; 


                    (g)
licenses of patents, trademarks and other intellectual property rights granted
by Greektown Holdings or its Subsidiaries in the ordinary course of business; 


                    (h)
Liens incurred or deposits made in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other types
of social security, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government contracts, trade
contracts, performance and return of money bonds and other similar obligations
(excluding, however, obligations for the payment of borrowed
money) entered into in the ordinary course of business or to secure obligations
on surety or appeal bonds, so long as no foreclosure, sale or similar
proceedings have been commenced with respect to any portion of the DIP
Collateral on account thereof, for amounts (x) not yet overdue or (y) that are
overdue and that (in the case of any such amounts overdue for a period in
excess of thirty (30) days) are being contested in good faith by appropriate
proceedings, so long as (1) such reserves or other appropriate provisions, if
any, as shall be required by GAAP shall have been made for any such contested
amounts and (2) in the case of a Lien with respect to any portion of the DIP 


-24-





Collateral,
such contest proceedings conclusively operate to stay the sale of any portion
of the DIP Collateral on account of such Lien; 


                    (i)
Liens for taxes, assessments or governmental charges or claims the payment of
which is not, at the time due and payable or which is being contested in good
faith by appropriate governmental proceedings promptly instituted and
diligently contested, so long as (x) such reserve or other appropriate provision,
if any, as shall be required in conformity with GAAP shall have been made
therefor and (y) in case of any charge or claim which has or may become a Lien
against any of the DIP Collateral, such contest proceedings conclusively
operate to stay the sale of any portion of the DIP Collateral to satisfy such
charge or claim; 


                    (j)
judgment Liens not constituting an Event of Default; 


                    (k)
Liens arising from precautionary UCC financing statement filings with respect
to Operating Leases permitted under Section 8.2.8; 


                    (l)
Liens securing the Prepetition Credit Agreement; 


                    (m)
separate Liens granted by the Operating Company to each seller or lessor which
is a party to each agreement set forth on Schedule I to secure the
obligations of the Operating Company thereunder provided that the Lien so
granted covers only the Gaming Equipment and the proceeds thereof that are to
be provided under the applicable purchase order and no other DIP Collateral;
and 


                    (n)
a Lien granted by the Operating Company to the First National Bank of Kansas
and Universal Premium Acceptance Corporation pursuant to the Insurance Premium
Agreement to secure the obligations of the Operating Company thereunder
provided that the Lien so granted covers only the actual amount of the premium
to be refunded to the Borrowers thereunder and no other DIP Collateral. 


                    (o)
Liens in connection with Existing Indebtedness which have been granted on or
before the Effective Date. 


          “Person” means any natural person,
corporation, limited liability company, partnership, joint venture, joint stock
company, firm, association, trust or unincorporated organization, government,
governmental agency, Governmental Instrumentality, court or any other legal
entity, whether acting in an individual, fiduciary or other capacity. 


          “Petition Date” is defined in the recitals.



          “Plan” means any Pension Plan or Welfare
Plan. 


          “Plan of Reorganization” means the First
Amended Joint Plans of Reorganization for the Debtors Proposed by Noteholder
Plan Proponents Including Official Committee of Unsecured Creditors and
Indenture Trustee, filed on November 20, 2009, with the Bankruptcy Court in
connection with the cases, as such Plan of Reorganization may be amended,
restated, supplemented or otherwise modified from time to time. 


-25-





          “Post-Default Carve-Out Account” is defined
in clause (a) of Section 8.1.5. 


          “Post-Default Carve-Out” is defined in clause
(a) of Section 8.1.5. 


          “Preferred Stock” means any Equity Interest
with preferential right of payment of dividends or distributions, as
applicable, or upon liquidation, dissolution or winding up. 


          “Prepetition Agent” means Merrill Lynch
Capital Corporation, as agent under the Prepetition Credit Agreement. 


          “Prepetition Cash Collateral” means the
Prepetition Lenders’ cash collateral, as defined in Section 363(a) of the
Bankruptcy Code. 


          “Prepetition Collateral” means the
collateral securing the Prepetition Loans. 


          “Prepetition Credit Agreement” means that
certain Credit Agreement dated as of December 2, 2005 by and among the
Borrowers, the lenders party thereto from time to time (the “Prepetition Lenders”), the Prepetition
Agent, KeyBank National Association, as the existing issuer, National City Bank
of the Midwest, as replacement issuer, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as the sole lead arranger, the sole book runner and the
syndication agent, and Wachovia Securities, National City Bank of the Midwest,
Wells Fargo Bank, National Association and Fifth Third Bank, as the
co-documentation agents, as amended through the date hereof. 


          “Prepetition Lenders” is defined in the term
Prepetition Credit Agreement. 


          “Prepetition Loans” means the Prepetition
Obligations under the Prepetition Credit Agreement. 


          “Prepetition Obligations” means
“Obligations” as defined in the Prepetition Credit Agreement. 


          “Prepetition Rate Protection Agreements”
means the agreements as set forth on Schedule II. 


          “Prepetition Secured Parties” means,
collectively, each Secured Party as such term is defined in the Prepetition
Credit Agreement. 


          “Professionals” means, collectively, any and
all professional Persons, retained by one or more of the Borrowers or the
Subsidiary Guarantors or the official committee of unsecured creditors
appointed pursuant to an order of the Bankruptcy Court. 


          
“Project Documents” means,
collectively, the Development Agreement and all Instruments evidencing
ownership of the Permanent Casino Complex by the Operating Company and its
Subsidiaries, in each case, as the same may be amended from time to time in accordance
with the terms and conditions hereof and thereof. 


          “Quarterly Payment Date” means the last
Business Day of each Fiscal Quarter. 


-26-





          “Real Property” means, relative to any
Person, such Person’s present and future right, title and interest (including
any leasehold estate) in 


                    (a)
any plots, pieces or parcels of land; 


                    (b)
any improvements, buildings, structures and fixtures now or hereafter located
or erected thereon or attached thereto of every nature whatsoever; 


                    (c)
any other interests in property constituting appurtenances to the Surplus
Parcels or the Permanent Casino Complex or which hereafter shall in any way
belong, relate or be appurtenant thereto; and 


                    (d)
all other rights and privileges thereunto belonging or appertaining and all
extensions, additions, improvements, betterments, renewals, substitutions and
replacements to or of any of the rights and interests described in clause
(c). 


          “Realty Equity” is defined in the preamble.



          “Realty Equity Mortgage” means, on any date,
the Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture
Filing in the principal amount of $290,000,000, made by Realty Equity, as the
mortgagor, to the Prepetition Agent for the benefit of the Prepetition Secured
Parties, as the mortgagee, and recorded with the Wayne County (Michigan)
Register of Deeds, covering the Real Property described on Exhibit H-6,
and as thereafter from time to time further amended, supplemented, amended and
restated or otherwise modified. 


          “Realty Equity Parcel” means that portion of
the Surplus Parcels owned by Realty Equity described on Exhibit H-6. 


          “Register” is defined in clause (b) of
Section 2.4. 


          “Release” means a “release”, as such term is
defined in CERCLA. 


          “Required Insurance” is defined in clause
(b) of Section 8.1.9. 


          “Required Lenders” means, at any time,
Non-Defaulting Lenders holding more than 662⁄3% of the sum of the aggregate
outstanding principal amount of the Loans then held by such Non-Defaulting
Lenders. 


          “Restricted Payment” is defined in clause
(b) of Section 8.2.6. 


          “Restructuring Advisor” means Conway,
MacKenzie & Dunleavy, with the engagement led by Charles Moore, or any
other individual approved by the Administrative Agent, as restructuring advisor
to the Borrowers and Subsidiary Guarantors. 


          “S&P” means Standard & Poor’s
Ratings Group, Inc., a New York corporation, or any successor thereto. 


-27-





          “Secured Party” means the Lenders and the
Agents and, in each case, their respective successors, transferees and assigns.



          “Senior Notes” means those certain senior
unsecured notes in an amount of up to $185,000,000 issued by the Borrowers
pursuant to the Senior Notes Indenture. 


          “Senior Notes Indenture” means the indenture
dated December 2, 2005, as amended, restated, supplemented or otherwise
modified from time to time, under which the Borrowers issued the Senior Notes. 


          “Stated Maturity Date” means, with respect
to all of the Loans, September 30, 2010. 


          “Subsidiary” means, relative to any Person,
any corporation, partnership or other business entity of which more than 50% of
the outstanding capital stock (or other ownership interest) having ordinary
voting power to elect the board of directors, managers or other voting members
of the governing body of such Person (irrespective of whether at the time
Capital Stock (or other ownership interest) of any other class or classes of
such Person shall or might have voting power upon the occurrence of any
contingency) is at the time owned directly or indirectly by such Person, by
such Person and one or more other Subsidiaries of such Person, or by one or
more other Subsidiaries of such Person. Except as otherwise indicated herein,
references to Subsidiaries refer to Subsidiaries of Greektown Holdings. 


          “Subsidiary Guarantor” and “Subsidiary Guarantors” are defined in the preamble.



          “Subsidiary Surplus Parcels” means,
collectively, the Contract Builders Parcel and the Realty Equity Parcel. 


          “Supplemental Insurance Agreement” is
defined in clause (b) of Section 8.1.9. 


          “Surplus Parcels” means, collectively, the
Subsidiary Surplus Parcels and the Greektown Surplus Parcels. 


          “Syndication Agent” is defined in the preamble.



          “TALP” means Trappers Alley Limited
Partnership. 


          “Tax” means any federal, state, local, foreign
or other tax, levy, impost, fee, assessment or other government charge,
including income, estimated income, business, occupation, franchise, property,
payroll, personal property, sales, transfer, use, employment, commercial rent,
occupancy, franchise or withholding taxes, and any premium, including interest,
penalties and additions in connection therewith. 


          “Tax Certificate” means a Tax Certificate
substantially in the form of Exhibit E hereto. 


          “Term A Commitment”
means, on any date, relative to any Term A Lender, (i) the result obtained by
multiplying the Term A Commitment Amount by such Term A Lender’s Percentage as
reduced by (ii) the principal amount of any Term A Loans made by such Term A
Lender as of such date. The amount and Percentage of the Term A Commitment of
each Term A 


-28-





Lender is set
forth on such Lender’s signature page hereto or in a Lender Assignment
Agreement. 


          “Term A Commitment Amount” means the
aggregate principal amount of Term A Loans which the Term A Lenders are
obligated to make pursuant to clause (a) of Section 2.1. The Term
A Commitment Amount is $190,000,000. 


          “Term A Lender” means any Lender which has
made a Term A Commitment or holds a Term A Loan. 


          “Term A Loans” is defined in clause (a)
of Section 2.1.1. 


          “TGCP” is defined in the preamble. 


          “TGCP Mortgage” means, on any date, the
Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing
in the principal amount of $290,000,000, made by TGCP, as the mortgagor, to the
Prepetition Agent for the benefit of the Prepetition Secured Parties, as the
mortgagee, and recorded in Liber 44031, Page 189 of the Official Records of
Wayne County, Michigan, covering the Real Property described on Exhibit H-2,
and as thereafter from time to time further amended, supplemented, amended and
restated or otherwise modified. 


          “Transaction” means the transactions
contemplated by the Operative Documents. 


          “Trappers Alley Lease” means, on any date,
the Lease, between the Operating Company and TALP dated as of February 1, 1999,
(i) as amended by the First Amendment to Lease Agreement, dated as of July 30,
1999, and the Second Amendment to Lease Agreement, dated as of November 19,
1999, and (ii) as assigned by that certain Assignment and Assumption of Lease
Agreement dated April 30, 2001 by TALP, as assignor, to TGCP, as assignee, and
as thereafter from time to time amended, supplemented, amended and restated or
otherwise modified in accordance with the terms hereof. 


          “Trappers Alley Parcel” means that portion
of the Permanent Casino Complex leased by TALP to the Operating Company
pursuant to the Trappers Alley Lease, as more particularly described in Exhibit
H-2 hereto. 


          “Tribe” is defined in the recitals. 


          “United States” or “U.S.” means the United States of America,
its fifty states and the District of Columbia. 


          “Unsuitable Lender” is defined in clause
(c) of Section 4.7. 


          “U.S. Trustee” means the United States
Trustee for the Eastern District of Michigan, Southern Division. 


          “USA PATRIOT Act” shall mean the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Pub. L. No. 107-


-29-





56, 115 Stat.
272 (2001), as the same has been, or shall hereafter be, renewed, extended,
amended or replaced. 


          “Welfare Plan” means a “welfare plan”, as
such term is defined in Section 3(1) of ERISA. 


          SECTION
1.2. Use of Defined Terms. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in each other Loan Document, the Disclosure
Schedule, any Borrowing Request, Compliance Certificate, notice or other
communications delivered from time to time in connection with this Agreement or
any other Loan Document. All references in the Loan Documents to the “DIP
Credit Agreement” shall be deemed to refer to this Agreement. 


          SECTION
1.3. Cross-References. Unless otherwise specified, references in this
Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in
any Article, Section or definition to any item or clause are references to such
item or clause of such Article, Section or definition. 


          SECTION
1.4. Accounting and Financial Determinations. Unless otherwise
specified, all accounting terms used herein or in any other Loan Document shall
be interpreted, and all accounting determinations and computations hereunder or
thereunder (including under Section 8.2.4) shall be made, in accordance
with the generally accepted accounting principles (“GAAP”) applied in the
United States in the preparation of the financial statements to be provided by
Greektown Holdings and its Subsidiaries from time to time in accordance with Section
8.1.1. If any change in accounting principles from those used in the
preparation of the audited financial statement referred to in Section 7.6
hereafter occasioned by the promulgation of any rule, regulation,
pronouncement, interpretation or opinion by or required by GAAP would result in
a change in the method of calculation of financial covenants, standards or
terms found in clause (b) of Section 8.1.1 or Section 8.2.4,
the parties hereto agree to enter into negotiations in order to amend such
provisions so as to equitably reflect such changes with the desired result that
the criteria for determining compliance with such Sections shall be the same
after such change as if such change had not been made; provided, however, the parties hereto
agree to construe all terms of an accounting or financial nature in accordance
with GAAP as in effect prior to any such change in accounting principles until
the parties hereto have amended the applicable provisions of this Agreement. 


ARTICLE II


COMMITMENTS AND BORROWING PROCEDURES


          SECTION
2.1. Commitments. On the terms and subject to the conditions of this
Agreement, each Lender severally agrees to make Loans pursuant to its
Commitments, in each case as described in this Section 2.1. No Lender
shall have any liability for the failure of another Lender to make its
Commitment available or to advance such Lender’s Percentage of any Loans to be
made to the Borrowers. 


-30-





               SECTION
2.1.1 Loans and Commitments. 


                    (a)
Term A Loans. On the Effective Date, each Lender that has a Term A
Commitment will make a loan (relative to such Lender, its “Term A Loan”) to the Borrowers equal to
such Lender’s Percentage of the aggregate amount of such Borrowing of the Term
A Loans to be made to the Borrowers for use in accordance with the Budget to
fund the repayment in full of the outstanding obligations under the Original
DIP Credit Agreement and for payment of amounts necessary for the Borrowers and
the Subsidiary Guarantors to reimburse the reasonable and documented fees and expenses
incurred by the Administrative Agent and its professionals in connection with
the preparation, negotiation, administration and enforcement of the terms of
the DIP Facility. On the terms and subject to the conditions hereof, the
Borrowers may prepay the Term A Loans but no amount paid or prepaid with
respect to the Term A Loans may be reborrowed. 


                    (b)
Delayed Draw Loans. On any Business Day occurring from and after the
Effective Date but prior to the Delayed Draw Commitment Termination Date, each
Delayed Draw Lender that has a Delayed Draw Commitment will make a loan
(relative to such Lender, its “Delayed Draw
Loan”) to the Borrowers equal to such Lender’s Percentage of the
aggregate amount of such Borrowing of the Delayed Draw Loans to be made to the
Borrowers on such day for use in accordance with the Budget and for payment of
amounts necessary for the Borrowers and the Subsidiary Guarantors to reimburse
the reasonable and documented fees and expenses incurred by the Administrative
Agent and its professionals in connection with the preparation, negotiation,
administration and enforcement of the terms of the DIP Facility. On the terms
and subject to the conditions hereof, the Borrowers may prepay the Delayed Draw
Loans but no amount paid or prepaid with respect to the Delayed Draw Loans may
be reborrowed. 


               SECTION
2.1.2 Lenders Not Permitted or Required to Make Loans. No Lender shall
be permitted or required to make any Loan if, after giving effect thereto, the
aggregate outstanding principal amount of: 


                    (a)
all Term A Loans 


                         (i)
of all Lenders with a Term A Commitment would exceed the Term A Commitment
Amount, or 


                         (ii)
of such Lender with a Term A Commitment would exceed such Lender’s Term A
Commitment; or 


                    (b)
all Delayed Draw Loans 


                         (i)
of all Lenders with a Delayed Draw Commitment would exceed the Delayed Draw
Commitment Amount reduced by the aggregate amount of the
outstanding Delayed Draw Loans, or 


                         (ii)
of such Lender with a Delayed Draw Commitment would exceed such Lender’s
Delayed Draw Commitment reduced by such Lender’s then outstanding
Delayed Draw Loans. 


-31-





               SECTION
2.1.3 Termination of Commitments. The Term A Commitments shall terminate
automatically and without further action at 5:00 p.m. New York City time, on
the Effective Date. The Delayed Draw Commitments shall terminate automatically
and without further action on the Delayed Draw Commitment Termination Date. 


          SECTION
2.2. Use of Available Cash and Cash Collateral. The Borrowers and the
Subsidiary Guarantors shall not spend any cash, including cash collateral and
Available Cash except as approved pursuant to the Budget and as permitted
pursuant to Section 8.2.7. The Borrowers and the Subsidiary Guarantors
will use Available Cash to fund the Budget; provided,
however, that if at any time the Borrowers and the Subsidiary Guarantors have
Excess Available Cash, such Excess Available Cash shall be applied to the
prepayment of the Loans and the Prepetition Loans in accordance with clause
(b) of Section 3.1.1. The use of Available Cash by the Borrowers and the
Subsidiary Guarantors shall terminate from and after acceleration of the DIP
Facility by the Required Lenders upon the occurrence of an Event of Default. 


          SECTION
2.3. Borrowing. Loans shall be made by the Lenders in accordance with
this Section 2.3 and shall be used by Borrowers in accordance with Section
8.1.12 and in accordance with the Budget and as permitted pursuant to Section
8.2.7. 


               SECTION
2.3.1 Borrowing Procedure. On the terms and subject to the conditions of
this Agreement, by delivering a Borrowing Request to the Administrative Agent,
Greektown Holdings (a) shall irrevocably request, with respect to Term A Loans,
on or before 10:00 a.m., New York City time, not less than one Business Day
prior to the Effective Date, that a Borrowing for the entire Term A Commitment
Amount be made, and (b) may irrevocably request from time to time, with respect
to the Delayed Draw Loans, on or before 10:00 a.m., New York City time, on a
Business Day, on not less than one Business Day’s notice and not more than five
(5) Business Days’ notice, that a Borrowing be made in an aggregate minimum
amount of $1,000,000 and an integral multiple of $1,000,000. On the terms and
subject to the conditions of this Agreement, each Borrowing shall be made on
the Business Day specified in such Borrowing Request, executed by an Authorized
Representative of the Borrowers and the Subsidiary Guarantors to the effect
that (i) the proposed Credit Extension and its intended use are consistent with
the terms of the Loan Documents and the Budget, (ii) the Borrowers and the
Subsidiary Guarantors have observed or performed all of their covenants and
other agreements and have satisfied in all material respects every condition
contained in the Loan Documents to be observed, performed or satisfied by one
or more of them, and (iii) such Authorized Representative has no knowledge of
any Default or Event of Default. On or before 2:00 p.m. (New York City time) on
such Business Day each Lender that has a Commitment to make the Loans being
requested shall deposit with the Administrative Agent same day funds in an
amount equal to such Lender’s Percentage of the requested Borrowing. Such
deposit will be made to an account which the Administrative Agent shall specify
by notice to the Lenders. To the extent funds for Loans are received from the
Lenders, the Administrative Agent shall make such funds available to the
Borrowers by wire transfer to the account specified in the Borrowing Request. 


               SECTION
2.3.2 Term A Loans. On the terms and subject to the conditions of this
Agreement, Greektown Holdings shall irrevocably request that Term A Loans be
made by the Term A Lenders. The request for such Term A Loans shall be made in
accordance with Section 2.3.1. 


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               SECTION
2.3.3 Delayed Draw Loans. On the terms and subject to the conditions of
this Agreement and prior to the Delayed Draw Commitment Termination Date,
Greektown Holdings may from time to time irrevocably request that Delayed Draw
Loans be made by the Delayed Draw Lenders. Any such request for such unfunded
Delayed Draw Loans shall be made in accordance with Section 2.3.1. 


          SECTION
2.4. Register. 


                    (a)
The Administrative Agent agrees to record in the Register each Borrowing and
each Lender’s Loan referenced in Section 2.3 and each payment of
interest pursuant to Section 3.2.4. The Administrative Agent shall make
appropriate entries in the Register which shall evidence, inter alia, the date
of each Borrowing, the outstanding principal of, and the interest rate applicable
to the Loans and the date and amount of all payments made with respect to the
Loans (each Lender shall make corresponding entries in its books and records).
Such entries by the Administrative Agent in the Register shall be conclusive
and binding on the Borrowers and the Lenders absent manifest error; provided, however, that the failure of the
Administrative Agent to make any such entries shall not limit or otherwise
affect any Obligations of the Borrowers or any other Obligor. 


                    (b)
Each Borrower hereby designates the Administrative Agent to serve as each
Borrower’s agent, solely for the purpose of this clause, to maintain a register
(the “Register”) on which the
Administrative Agent will record each Lender’s Commitment, the Loans made by
each Lender and each repayment in respect of the principal amount of the Loans,
annexed to which the Administrative Agent shall retain a copy of each Lender
Assignment Agreement delivered to the Administrative Agent. Failure to make any
recordation, or any error in such recordation, shall not affect any Obligor’s
Obligations. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrowers, the Syndication Agent, the Administrative
Agent and the Lenders shall treat each Person in whose name a Loan is
registered as the owner thereof for the purposes of all Loan Documents,
notwithstanding notice or any provision herein to the contrary. Any assignment
or transfer of a Commitment or the Loans made pursuant hereto shall be
registered in the Register only upon delivery to the Administrative Agent of a
duly executed Lender Assignment Agreement. No assignment or transfer of a
Lender’s Commitment or Loans shall be effective unless such assignment or
transfer shall have been recorded in the Register by the Administrative Agent
as provided in this Section. 


          SECTION
2.5. [RESERVED] 


          SECTION
2.6. Superpriority Nature of Obligations and Loans. 


                    (a)
Except as otherwise provided in the DIP Order, the Liens granted to the
Administrative Agent, for the benefit of the Secured Parties, shall have the
senior secured status afforded by Sections 364(c) and 364(d) of the Bankruptcy
Code, all as more fully provided in the DIP Order. 


                    (b)
Except as otherwise provided in the DIP Order, the Obligations shall constitute
superpriority administrative expense claims in each of the Cases, as more fully
provided in the DIP Order. Except as expressly set forth herein or in the DIP
Order, no other 


-33-





claim having a
priority superior or pari passu to that granted to the Obligations shall be
granted or approved. 


          SECTION
2.7. No Discharge; Survival of Claims. 


                    (a)
The Obligations hereunder shall not be discharged (and each Loan Party,
pursuant to Section 1141(d)(4) of the Bankruptcy Code hereby waives any such
discharge) by the entry of an order (i) confirming any plan of reorganization
in any of the Cases unless paid in full in cash; (ii) converting any of the Cases
to a case under Chapter 7 of the Bankruptcy Code or (iii) dismissing any of the
Cases and (b) until the full and indefeasible payment of the Obligations, the
superpriority administrative claim granted to the Obligations and all Liens
granted to the Administrative Agent shall continue in full force and effect and
maintain their priority as set forth in the DIP Order. 


          SECTION
2.8. Waiver of any Priming Rights. Other than the Carve-Out and the
Post-Default Carve-Out or as expressly provided for in the DIP Order, each
Borrower and each Subsidiary Guarantor hereby irrevocably waives any right,
pursuant to Sections 364(c) or 364(d) of the Bankruptcy Code or otherwise, to
grant any Lien of equal or superior priority than the Liens securing the Obligations,
or to approve or grant a claim of equal or superior priority to the
Obligations. 


ARTICLE III


REPAYMENTS, PREPAYMENTS, INTEREST AND FEES


          SECTION
3.1. Repayments and Prepayments; Application. 


               SECTION
3.1.1 Repayments and Prepayments. The Borrowers shall repay in full the
unpaid principal amount of each Loan upon the DIP Facility Termination Date.
Prior thereto, payments and prepayments of Loans shall or may be made as set
forth below. 


                    (a)
From time to time on any Business Day, the Borrowers may make a voluntary
prepayment, in whole or in part, of the outstanding principal amount of the
Term A Loans and the Delayed Draw Loans, pro rata, provided, however, that 


                         (i)
all such voluntary prepayments shall require at least one (1) but no more than
five (5) Business Days’ prior written notice to the Administrative Agent and
the Syndication Agent; and 


                         (ii)
all such voluntary partial prepayments shall be in an aggregate minimum amount
of $3,000,000 and an integral multiple of $1,000,000. 


                    (b)
The Borrowers shall make mandatory prepayments of principal (the “Mandatory Prepayments”) pursuant to Section
2.2 in an amount equal to the Excess Available Cash set forth in the report
to the Administrative Agent and the Prepetition Agent pursuant to clause (e)
of Section 8.1.1, which shall be applied in accordance with Section
3.1.2; provided, however,
that no amount paid or prepaid with respect to the Loans may be reborrowed.
Each Mandatory Prepayment set forth in the immediately preceding sentence shall
be paid to the 


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Administrative
Agent and applied in accordance with this Agreement. The portion of the
Mandatory Prepayments allocable to the Term A Loans and the Delayed Draw Loans
will be applied pro rata among the outstanding principal balances
thereof based on the aggregate principal amount of the Term A Loans and the
Delayed Draw Loans or then outstanding. If, after giving effect to such Mandatory
Prepayments, the outstanding principal balance of the Term A Loans and the
Delayed Draw Loans has been reduced to zero, the unapplied portion thereof
shall be applied to the outstanding Prepetition Loans in accordance with the
terms of the Prepetition Credit Agreement. 


               SECTION
3.1.2 Application. Amounts paid or prepaid pursuant to Section 3.1.1
(other than amounts paid to the Prepetition Agent which shall be applied in
accordance with the Prepetition Credit Agreement) shall be paid to the
Administrative Agent, for the ratable account of the Lenders, and applied as
set forth in this Section. 


                    (a)
So long as no Event of Default has occurred and is continuing, and except as
otherwise set forth in clause (b) of Section 3.1.1, the Administrative
Agent shall apply all amounts received in accordance with the provisions of
this Agreement first, to all Obligations (other than principal and
interest on the Loans), second, to accrued and unpaid interest on the
Term A Loans and the Delayed Draw Loans, applied on a pro rata basis, third,
to the aggregate outstanding principal amount of the Term A Loans and the
Delayed Draw Loans, applied on a pro rata basis, and fourth,
to the Prepetition Obligations in accordance with the Prepetition Credit
Agreement. 


                    (b)
After an Event of Default has occurred and so long as such Event of Default is
continuing, all amounts received by the Administrative Agent shall be applied first,
to the costs and expenses of protecting and preserving the security interests
of the Lenders under the Loan Documents, second, to the costs and
expenses of protecting and preserving the DIP Collateral, third, to the
costs and expenses of enforcing the rights of the Lenders under this Agreement
and the other Operative Documents, fourth, to all other Obligations due
under this Agreement and the other Operative Documents (other than principal
and interest on the Loans), fifth, to accrued and unpaid interest on the
Term A Loans and the Delayed Draw Loans, applied on a pro rata
basis, sixth, to the aggregate outstanding principal amount of the Term
A Loans and the Delayed Draw Loans, applied on a pro rata basis, and seventh,
after all amounts evidenced and secured by the Loan Documents have been
indefeasibly paid in full, in cash, and Greektown Holdings and its Subsidiaries
have performed their obligations under the Loan Documents, the balance, if any,
shall be applied against the Prepetition Obligations in accordance with the
Prepetition Credit Agreement. 


          SECTION
3.2. Interest Provisions. Interest on the outstanding principal amount
of Loans shall accrue and be payable in accordance with this Section 3.2.



               SECTION
3.2.1 Interest Rate. The Loans shall accrue interest at a rate per annum
equal to 11.0%. 


               SECTION
3.2.2 Post-Default Rates. From and after the occurrence of an Event of
Default (and only during such period that such Event of Default is continuing),
the Borrowers shall pay in the case of any overdue amounts in respect of Loans
or other monetary obligations, 


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but only to
the extent permitted by law, interest (after as well as before judgment) on
such amounts at a rate per annum equal to, (a) in the case of Loans, the rate
that would otherwise be applicable to such Loans pursuant to Section 3.2.1,
plus 2.00%, and (b) in the case of other monetary obligations, the rate
that would otherwise be applicable to Loans pursuant to Section 3.2.1, plus
2.00%. 


               SECTION
3.2.3 Payment Dates. Interest accrued on each Loan shall be payable, to
the Administrative Agent, for the ratable account of the Lenders, in arrears,
without duplication: 


                    (a)
on the Stated Maturity Date therefor; 


                    (b)
on the date of any payment or prepayment, in whole or in part, of principal
outstanding on such Loan on the principal amount so paid or prepaid; 


                    (c)
on each Quarterly Payment Date occurring after the Effective Date; 


                    (d)
on that portion of any Loan the Stated Maturity Date of which is accelerated
pursuant to Section 9.2, immediately upon such acceleration; and 


                    (e)
on each Quarterly Payment Date pursuant to Section 3.2.4 in the amount
thereof. 


Interest
accrued on Loans or other monetary Obligations arising under this Agreement or
any other Loan Document after the date such amount is due and payable (whether
on the Stated Maturity Date, upon acceleration or otherwise) shall be payable
upon demand. 


               SECTION
3.2.4 Interest Paid In Kind. In addition to the interest accruing
pursuant to Section 3.2.1, additional interest shall accrue and be
payable in kind on each of the Loans in an amount equal to three and a half
percent (3.5%) per annum of the then outstanding principal amount of the Term A
Loans or the Delayed Draw Loans, as applicable. On each Quarterly Payment Date,
such principal amount of the Term A Loans or the Delayed Draw Loans, as
applicable, shall increase by such accrued amount of additional interest. 


          SECTION
3.3. Fees. 


               SECTION
3.3.1 Agency Fees. The Borrowers agree to pay to the Administrative
Agent, for its own account, an agency fee in the amount of $150,000. The
Borrowers agree to pay to the Syndication Agent, for its own account, a
syndication agency fee in the amount of $150,000. The Borrowers agree to pay to
each Co-Lead Arranger, for its own account, an arrangement fee of $100,000
each. Such fees shall be fully earned and payable on the Effective Date and
shall be non refundable. 


               SECTION
3.3.2 Commitment Fee. From and after the Effective Date, the Borrowers
shall pay, to the Administrative Agent, for the ratable account of the Lenders,
a non-refundable fee (the “Commitment Fee”)
on the daily average undrawn amount of the Delayed Draw Commitment Amount at a
rate equal to one percent (1.00%) per annum. The Commitment 


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Fee shall be
payable on each Quarterly Payment Date in arrears to the Lenders which have
made a commitment to make a Delayed Draw Loan in proportion to their respective
unfunded Delayed Draw Commitment and upon any termination of any Delayed Draw
Commitment, in each case, for the number of days elapsed over a 360-day year. 


ARTICLE IV


TAX AND OTHER PROVISIONS


          SECTION
4.1. Increased Capital Costs. If any change in, or the introduction,
adoption, effectiveness, interpretation, reinterpretation or phase in of, any
law or regulation, directive, guideline, decision or request (whether or not
having the force of law) of any court, central bank, regulator or other
Governmental Instrumentality affects or would affect the amount of capital
required or expected to be maintained by any Lender or any Person controlling
such Lender, and such Lender determines (in good faith but in its sole and absolute
discretion) that the rate of return on its or such controlling Person’s capital
as a consequence of the Commitments or the Loans made by such Lender is reduced
to a level below that which such Lender or such controlling Person could have
achieved but for the occurrence of any such circumstance, then, in any such
case upon written notice from time to time by such Lender to Greektown
Holdings, Greektown Holdings and its Subsidiaries shall immediately pay
directly to such Lender additional amounts sufficient to compensate such Lender
or such controlling Person for such reduction in rate of return. A statement of
such Lender as to any such additional amount or amounts (including calculations
thereof in reasonable detail) shall, in the absence of manifest error, be
conclusive and binding on the Borrowers; provided,
however, if requested by the Borrowers, such Lender shall provide reasonably
appropriate documentation confirming the amount of such compensation. In
determining such amount, such Lender may use any method of averaging and
attribution that it (determines in good faith in its sole and absolute
discretion) shall deem applicable. 


          SECTION
4.2. Lender’s Tax. All payments by the Borrowers of principal of, and
interest on, the Credit Extensions and all other amounts payable hereunder
(including fees) shall be made free and clear of and without deduction for any
present or future income, excise, stamp or franchise taxes and other taxes,
fees, duties, withholdings or other charges of any nature whatsoever imposed by
any taxing authority, but excluding franchise taxes and other taxes based on a
Lender’s net income or gross receipts imposed on such Lender by a Governmental
Instrumentality located in (i) the jurisdiction where such Lender is organized or
(ii) any jurisdiction in which such Lender maintains a lending office which is
applicable to the Transactions contemplated hereunder (each such non-excluded
item being called a “Lender’s Tax”).
In the event that any withholding or deduction from any payment to be made by
the Borrowers hereunder is required in respect of any Lender’s Tax pursuant to
any applicable law, rule or regulation, then Greektown Holdings and its
Subsidiaries shall, 


                    (a)
pay directly to the relevant authority the full amount required to be so
withheld or deducted; 


-37-







                    (b)
promptly forward to the Administrative Agent an official receipt or other
documentation satisfactory to the Administrative Agent evidencing such payment
to such authority; and 


                    (c)
pay to the Administrative Agent for the account of the Lenders such additional
amount or amounts as is necessary to ensure that the net amount actually
received by each Lender will equal the full amount such Lender would have
received had no such withholding or deduction been required. 


Moreover, if
any Lender’s Tax is directly asserted against the Administrative Agent or any
Lender with respect to any payment received by the Administrative Agent or such
Lender hereunder, the Administrative Agent or such Lender may pay such Lender’s
Tax and the Borrowers will promptly pay such additional amounts (including any
penalties, interest or expenses) as is necessary in order that the net amount
received by such Person after the payment of such Lender’s Tax (including any
Lender’s Tax on such additional amount) shall equal the amount such Person
would have received had not such Lender’s Tax been asserted. 


          If
Greektown Holdings and its Subsidiaries fail to pay any Lender’s Tax when due
to the appropriate taxing authority or fails to remit to the Administrative
Agent, for the account of the respective Lenders, the required receipts or
other required documentary evidence, Greektown Holdings and its Subsidiaries
shall indemnify the Lenders for any incremental Lender’s Tax, interest or penalties
that may become payable by any Lender as a result of any such failure. For
purposes of this Section 4.2, a distribution hereunder by the
Administrative Agent or any Lender to or for the account of any Lender shall be
deemed a payment by the Borrowers. 


          Each
Lender that is organized under the laws of a jurisdiction other than the United
States or a State thereof (for purposes of this Section 4.2, a “Non-U.S. Lender”) shall, prior to the date
on which any Loan is made hereunder (or in the case of a Lender that becomes a
party to this Agreement pursuant to Section 4.7 or any Assignee Lender,
before it becomes a party hereto) (a) execute and deliver to Greektown Holdings
and the Administrative Agent one or more (as Greektown Holdings or the Administrative
Agent may reasonably request) United States Internal Revenue Service Form
W-8BEN or Form W-8ECI or such other forms or documents (or successor forms or
documents), appropriately completed, certifying in each case that such Lender
or Assignee Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes, and an
applicable Internal Revenue Service Form W-8BEN, Form W-8ECI or Form W-9 or
successor applicable form (if required by law), as the case may be, to
establish an exemption from United States backup withholding tax or (b) if such
Non-U.S. Lender is not a “bank” or other person described in Section 881 (c)
(3) of the Code and cannot deliver either Form W-8BEN or Form W-8ECI pursuant
to clause (a) above, execute and deliver to Greektown Holdings and the
Administrative Agent one or more (as Greektown Holdings or Administrative Agent
may reasonably request) copies of the Tax Certificate, Form W-8BEN or Form
W-8ECI (or any successor form) and any other certificate or statement of
exemption required under the Code or Treasury Regulations issued thereunder,
appropriately completed, certifying that such Lender or Assignee Lender is
entitled to receive payments under this Agreement without deduction or
withholding of United States federal income tax and establishing an exemption
from United States backup withholding tax. All Lenders other than Non-U.S.
Lenders shall, prior to the date on which any Loan is made 


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hereunder (or
in the case of a Lender that becomes a party to this Agreement pursuant to Section
4.7 or is an Assignee Lender, before such Lender becomes a party hereto),
execute and deliver to Greektown Holdings and the Administrative Agent one or
more copies (as Greektown Holdings or Administrative Agent may reasonably
request) of United States Internal Revenue Form W-9 or successor applicable
form (if required by law), as the case may be, to establish exemption from
United States backup withholding tax. 


          Each
Lender which undertakes to deliver to Greektown Holdings a Tax Certificate, a
Form W-8BEN, Form W-8ECI or Form W-9 pursuant to the preceding paragraph shall
further undertake to deliver to Greektown Holdings two further copies of said
Tax Certificate, Form W-8BEN, Form W-8ECI or Form W-9 (if required by law), or
successor applicable forms, or other manner of certification, as the case may
be, on or before the date that such form expires or becomes obsolete or after
the occurrence of an event requiring a change in the most recent form delivered
by it to Greektown Holdings and the Administrative Agent, and such extensions
or renewals thereof as may be reasonably requested by Greektown Holdings or
Administrative Agent, certifying in the case of a Tax Certificate, Form W-8BEN
or Form W-8ECI that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, unless in any case an event (including any change in treaty, law or
regulation) has occurred prior to the date on which such delivery would
otherwise be required which renders all forms inapplicable or which would
prevent such Lender from duly completing and delivering any such form with
respect to it and such Lender advises the Borrowers and the Administrative
Agent that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax, and in the case of a Form
W-8BEN, Form W-8ECI or Form W-9, establishing an exemption from backup withholding.



          SECTION
4.3. Payments, Computations, etc. Unless otherwise expressly provided,
all payments by the Borrowers pursuant to this Agreement or any other Loan
Document shall be made by the Borrowers to the Administrative Agent for the pro
rata account of the Lenders entitled to receive such payment. All such payments
required to be made to the Administrative Agent shall be made, without setoff,
deduction or counterclaim, not later than 11.00 a.m., New York City time, on
the date due, in same day or immediately available funds, to such account as
the Administrative Agent shall specify from time to time by notice to Greektown
Holdings. Funds received after that time shall be deemed to have been received
by the Administrative Agent on the next succeeding Business Day. The
Administrative Agent shall promptly remit in same day funds to each Lender its
share, if any, of such payments received by the Administrative Agent for the
account of such Lender. All interest and fees shall be computed on the basis of
the actual number of days (including the first day but excluding the last day)
occurring during the period for which such interest or fee is payable over a
year comprised of 360 days. Whenever any payment to be made shall otherwise be
due on a day which is not a Business Day, such payment shall be made on the
next succeeding Business Day and such extension of time shall be included in
computing interest and fees, if any, in connection with such payment. 


          SECTION
4.4. Sharing of Payments. If any Lender (whether voluntary, involuntary,
by application of setoff or otherwise) on account of any Loan (other than
pursuant to the terms of Section 4.1 or 4.2) in excess of its pro rata
share of payments then or therewith obtained by all other Lenders, such Lender,
shall purchase from the other Lenders, such participations in Credit Extensions
made by them as shall be necessary to cause such purchasing Lender to share the



-39-





excess payment
or other recovery ratably with each of them; provided,
however, that if all or any portion of the excess payment or other recovery is
thereafter recovered from such purchasing Lender, the purchase shall be
rescinded and each Lender which has sold a participation to the purchasing
Lender shall repay to the purchasing Lender the purchase price to the ratable
extent of such recovery together with an amount equal to such selling Lender’s
ratable share (according to the proportion of 


                    (a)
the amount of such selling Lender’s required repayment to the purchasing Lender



          to



                    (b)
total amount so recovered from the purchasing Lender) 


of any
interest or other amount paid or payable by the purchasing Lender in respect of
the total amount so recovered. The Borrowers agree that any Lender so
purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to Section 4.5) with respect to such participation
as fully as if such Lender were the direct creditor of the Borrowers in the
amount of such participation. If, under any applicable bankruptcy, insolvency
or other similar law, any Lender receives a secured claim in lieu of a setoff
to which this Section applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent
with the rights of the Lenders entitled under this Section to share in the
benefits of any recovery on such secured claim. 


          SECTION
4.5. Setoff. Each Lender shall, with the consent of the Required
Lenders, upon the occurrence and during the continuance of an Event of Default,
have the right to appropriate and apply to the payment of the Obligations owing
to it (whether or not then due), and (as security for such Obligations) each
Borrower hereby grants upon the execution of this Agreement to each Lender a
continuing security interest in, any and all balances, credits, deposits,
accounts or moneys of such Borrower then or thereafter maintained with such
Lender; provided, however, that
any such appropriation and application shall be subject to the provisions of
applicable Legal Requirements (including prohibitions against any such
appropriation and application with respect to payroll and trust accounts of the
Borrowers maintained with such Lender) and Section 4.4. Each Lender
agrees promptly to notify Greektown Holdings and the Administrative Agent after
any such setoff and application made by such Lender; provided, however, that the failure to give such notice
shall not affect the validity of such setoff and application. The rights of
each Lender under this Section are in addition to other rights and remedies
(including other rights of setoff under applicable law or otherwise) which such
Lender may have. 


          SECTION
4.6. Mitigation. Each Lender agrees that if it makes any demand for
payment under Sections 4.1 or 4.2 it will use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions and
so long as such efforts would not be disadvantageous to it, as determined in
its sole discretion) to designate a different lending office if the making of
such a designation would reduce or obviate the need for the Borrowers to make
payments under Sections 4.1 or 4.2. 


-40-





          SECTION
4.7. Replacement of Lenders. Each Lender hereby severally agrees as set
forth in this Section. If 


                    (a)
(i) any Lender (an “Affected Lender”)
makes demand upon the Borrowers for (or if the Borrowers are otherwise required
to pay) amounts pursuant to Section 4.1 or 4.2 and the payment of such
additional amounts are, and are likely to continue to be, more onerous in the
reasonable judgment of Greektown Holdings than with respect to the other
Lenders or (ii) a Lender becomes a Defaulting Lender, the Borrowers may, within
thirty (30) days of receipt by Greektown Holdings of such demand or notice (or
the occurrence of such other event causing the Borrowers to be required to pay
such compensation) or from the date that such Lender becomes a Defaulting
Lender, as the case may be, give notice in writing to the Administrative Agent
and such Affected Lender or such Defaulting Lender of its intention to replace
such Affected Lender or such Defaulting Lender, with another financial institution
and, within thirty (30) days after the date of such notice, designate the
financial institution which is to replace such Affected Lender or Defaulting
Lender. The Administrative Agent agrees to use commercially reasonable efforts
to assist Greektown Holdings in replacing such Affected Lender or Defaulting
Lender. If the Administrative Agent shall, in the exercise of its reasonable
discretion and within thirty (30) days of its receipt of the notice which so
designates such financial institution, notify Greektown Holdings and such
Affected Lender or such Defaulting Lender in writing that the designated
financial institution is satisfactory to the Administrative Agent (provided,
however, that the Administrative Agent’s consent shall not be required where
such financial institution is already a Lender or an Approved Fund which has
been approved, if required, by the MGCB), then such Affected Lender or such
Defaulting Lender shall, subject to any approval rights of the MGCB, assign, in
accordance with Section 13.11.1, all of its Commitments, Loans, its
rights and obligations under this Agreement and all other Loan Documents to
such designated financial institution; provided,
however, that (i) such assignment shall be without recourse, representation or
warranty (except as to (x) such Affected Lender’s or such Defaulting Lender’s
then existing Commitment Amount(s) and the outstanding principal amount of
Loans held by such Affected Lender or such Defaulting Lender and (y) the
absence of Liens arising by, through and under the Affected Lender or such
Defaulting Lender) and shall be on terms and conditions reasonably satisfactory
to such Affected Lender or such Defaulting Lender and such designated financial
institution, (ii) the purchase price paid by such designated financial
institution shall be in the amount of such Affected Lender’s or such Defaulting
Lender’s Loans, together with all accrued and unpaid interest and fees in
respect thereof, plus all other amounts (including the amounts demanded and
unreimbursed under Sections 4.1 and 4.2), owing to such Affected Lender
or such Defaulting Lender hereunder and (iii) the Borrowers shall pay to such
Affected Lender and the Administrative Agent all reasonable out-of-pocket
expenses incurred by such Affected Lender and the Administrative Agent in
connection with such assignment and assumption (including the processing fees
described in Section 13.11.1). 


                    (b)
(i) If S&P, Moody’s, Fitch (Individual Rating) or Thompson’s Bank Watch (or
Insurance Watch Ratings Service, in the case of Lenders that are insurance
companies (or Best’s Insurance Reports, if such insurance company is not rated
by Insurance Watch Ratings Service) (or Duff & Phelps, Inc., if such Lender
is neither an Approved Fund or an insurance company nor rated by S&P,
Moody’s, Fitch or Thompson’s Bank Watch)) shall, after the date that any Person
becomes a Lender and prior to the date that all of the Commitments of such
Lender have been fully funded, downgrade the long term certificate of deposit
rating or 


-41-





long-term
senior unsecured debt rating of such Lender (a “Downgraded Lender”), and the resulting ratings shall be below
BBB+, Baa1, C or C (or BB, in the case of Lender that is an insurance company
(or B, in the case of an insurance company rated by Best’s Insurance Reports
(or BBB+, in the case of a Lender (other than an Approved Fund) which is
neither rated by S&P, Moody’s, Fitch or Thompson’s Bank Watch nor an
insurance company))), respectively, or the equivalent, Greektown Holdings may,
within thirty (30) days of receipt by Greektown Holdings of notice of such
downgrade and while such downgrade is in effect, give notice in writing to the
Administrative Agent and such Downgraded Lender (and Greektown Holdings) of its
intention to replace such Downgraded Lender (or have such Downgraded Lender
replaced) with another financial institution and, within thirty (30) days after
the date of such notice, designate the financial institution which is to
replace such Downgraded Lender. The Administrative Agent agrees to use
commercially reasonable efforts to assist Greektown Holdings in replacing such
Downgraded Lender. If the Administrative Agent shall, in the exercise of its
reasonable discretion and within thirty (30) days of its receipt of the notice
which so designates such financial institution, notify Greektown Holdings and
such Downgraded Lender in writing that the designated financial institution is
satisfactory to the Administrative Agent (such consent not being required where
such financial institution is already a Lender or an Approved Fund and has also
obtained all necessary approvals, if required, by the MGCB), then such
Downgraded Lender shall, subject to any approval rights of the MGCB, assign, in
accordance with Section 13.11.1, all of its Commitments, Loans, its
rights and obligations under this Agreement and all other Loan Documents to
such designated financial institution; provided,
however, that (1) such assignment shall be without recourse, representation or
warranty (except as to (A) such Downgraded Lender’s then existing Commitment
Amount(s) and the principal amount of Loans held by such Downgraded Lender and
(B) the absence of Liens arising by, through and under the Downgraded Lender)
and shall be on terms and conditions reasonably satisfactory to such Downgraded
Lender and such designated financial institution, (2) the purchase price paid
by such designated financial institution shall be in the amount of such
Downgraded Lender’s Loans, together with all accrued and unpaid interest and
fees in respect thereof, plus all other amounts (including the amounts demanded
and unreimbursed under Sections 4.1 and 4.2), owing to such Downgraded
Lender hereunder and (3) the Borrowers shall pay to the Downgraded Lender and
the Administrative Agent all reasonable out-of-pocket expenses incurred by the
Downgraded Lender and the Administrative Agent in connection with such
assignment and assumption (including the processing fees described in Section
13.11.1). 


                    (c)
To the extent applicable, if the MGCB shall determine that any Lender (an “Unsuitable Lender”) does not meet the
suitability standards prescribed under any applicable Michigan Gaming Law or
the suitability standards of such gaming authority, and is not deemed exempt by
the MGCB from such suitability standards, as the case may be, Greektown
Holdings may give notice in writing to the Administrative Agent and such
Unsuitable Lender of its intention to replace such Unsuitable Lender with a
financial institution designated in such notice. If the Administrative Agent
shall, in the exercise of its reasonable discretion and promptly following its
receipt of such notice, notify Greektown Holdings and such Unsuitable Lender in
writing that the designated financial institution is satisfactory to the
Administrative Agent (provided, however, that the Administrative Agent’s
consent shall not be required where such financial institution is already a
Lender or an Approved Fund which has been approved, if required, by the MGCB),
then such Unsuitable Lender shall, subject to any approval rights of the MGCB,
assign, in accordance with Section 13.11.1, all of its Commitments,
Loans, its rights and 


-42-





obligations
under this Agreement and all other Loan. Documents to such designated financial
institution; provided, however,
that (i) such assignment shall be without recourse, representation or warranty
(except as to (x) such Unsuitable Lender’s then existing Commitment Amount(s)
and the principal amount of Loans held by such Unsuitable Lender and (y) the
absence of Liens arising by, through and under the Unsuitable Lender) and shall
be on terms and conditions reasonably satisfactory to such Unsuitable Lender
and such designated financial institution, (ii) the purchase price paid by such
designated financial institution shall be in the amount of such Unsuitable
Lender’s Loans, together with all accrued and unpaid interest and fees in
respect thereof, plus all other amounts (including the amounts demanded and
unreimbursed under Sections 4.1 and 4.2), owing to such Unsuitable
Lender hereunder and (iii) Greektown Holdings and its Subsidiaries shall pay to
the Unsuitable Lender and the Administrative Agent all reasonable out-of-pocket
expenses incurred by the Unsuitable Lender and the Administrative Agent in
connection with such assignment and assumption (including the processing fees
described in Section 13.11.1); provided,
further, however, that if Greektown Holdings fails to find a substitute
financial institution within any time specified by the MGCB for the withdrawal
of such Unsuitable Lender (the “Withdrawal
Period”), Greektown Holdings and its Subsidiaries shall, if required
by the MGCB, pay in full the outstanding principal amount of the Loans made by
such Unsuitable Lender (without giving effect to Section 4.4) and shall
be deemed to have requested a reduction in each of the aggregate amounts of the
Commitment Amounts relating to all Commitments held by such Lender, in each
case, in an amount equal to such Unsuitable Lender’s then existing Commitment
Amounts. 


                    (d)
(i) If in connection with any proposed change, waiver, discharge or termination
of the provisions of this Agreement that requires the consent of all the
Lenders or all affected Lenders, the consent of the Required Lenders is
obtained, but the consent of one or more of such other Lenders whose consent is
required is not obtained, then the Borrowers shall have the right to replace
all, but not less than all, of such non-consenting Lenders (so long as all
non-consenting Lenders are so replaced) with one ore more persons pursuant to
clause (ii) below, so long as at the time of such replacement, each such new
Lender consents to the proposed change, waiver, discharge or termination. Each
Lender agrees that, if the Borrower elects to replace such Lender in accordance
with this Section, it shall promptly execute and deliver to the Administrative
Agent, a Lender Assignment Agreement to evidence such sale and purchase and
shall deliver to the Administrative Agent any note (if notes have been issued
in respect of such Lender’s Loans and/or Commitments) subject to such
Assignment and Assumption; provided
that the failure of any such non-consenting Lender to execute and Lender
Assignment Agreement shall not render such sale and purchase (and the
corresponding assignment) invalid and such assignment shall be recorded in the
Register. 


                              (ii)
The Borrower shall be permitted to replace any non-consenting Lender; provided that (A) such replacement does not
conflict with any Legal Requirement (B) the replacement Lender shall purchase,
at par, all Loans, Commitments and other amount owing to such replaced Lender
on or prior to the date of replacement, (C) the replacement Lender shall be
reasonably satisfactory to the Administrative Agent, (D) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions
of Section 13.11.1 (provided
that the Borrowers shall be obligated to pay the registration and processing
fee referred to therein), (E) the Borrowers shall pay all additional amounts
(if any) required to be paid pursuant to Section 4.1 or Section 4.2,
as the case may be, (F) no Event of Default under Section


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9.1.1 or 9.1.9 shall have occurred and be
continuing at the time of such replacement, and (G) any such replacement shall
not be deemed to be a waiver of any rights that the Borrowers, the
Administrative Agent or any other Lender shall have against the replaced
Lender. 


                    (e)
Upon any termination or assignment described in clauses (a), (b), (c) or (d),
such replaced Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of any provisions of this Agreement which by their
terms survive the termination of this Agreement. 


ARTICLE V


 [RESERVED]


ARTICLE VI


CONDITIONS TO CREDIT EXTENSIONS;
EFFECTIVENESS


          SECTION
6.1. Conditions Precedent to the DIP Facility. The availability of the
DIP Facility shall be conditioned upon satisfaction or waiver of the following
conditions precedent. 


               SECTION
6.1.1 DIP Order. 


                    (a)
The Bankruptcy Court shall have entered the DIP Order substantially in the form
of Exhibit A, upon motion in form. and substance satisfactory to the
Administrative Agent and on such prior notice to such parties as may be
satisfactory to the Administrative Agent. 


                    (b)
The DIP Order shall not have been reversed, modified or amended without the
prior written consent of the Administrative Agent, stayed, vacated or subject
to any pending appeal. 


                    (c)
The Debtors shall be in compliance with the DIP Order. 


               SECTION
6.1.2 Delivery of Budget. The Borrowers shall have delivered a thirteen
(13) week Budget and a one-year projected financial model budget for 2010 with
monthly consolidated income statements, balance sheets and statements of
earnings and cash flow of each of Greektown Holdings and each of its
Subsidiaries, in each case, that are satisfactory to the Administrative Agent
and the Lenders. 


               SECTION
6.1.3 Restructuring Advisor. The Borrowers shall have retained the
Restructuring Advisor on terms and in a capacity vesting it with authority over
the operations of the Operating Company and the Borrowers that are acceptable
to the Administrative Agent. 


               SECTION
6.1.4 Approval by MGCB; Effectiveness of Licenses. (a) the MGCB Approval
shall have been obtained for the DIP Facility and related transactions and all
provisions thereof, in form and substance satisfactory to the Administrative
Agent, the Syndication Agent and the Borrowers, (b) the Borrowers shall have
provided evidence satisfactory to the 


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Administrative
Agent regarding the continued effectiveness of the Gaming License, liquor
license(s) and legal authority to conduct gaming from the MGCB or the City; provided, however, that if such licenses
are current and outstanding as of the Effective Date, the condition in this
clause (b) shall be deemed satisfied, and (c) the Debtors shall be in
compliance with the MGCB Approval. 


               SECTION
6.1.5 Taxes and Liens Paid. All Taxes (other than Taxes that are being
contested in good faith by appropriate proceedings, with adequate, segregated
reserves established therefor) and Liens, except for Permitted Liens, shall
have been paid and current and no action shall have been taken against the Real
Property owned by the Borrowers or the Subsidiary Guarantors or any
Improvements constructed thereon with regard to eminent domain. 


               SECTION
6.1.6 Operative Documents. Except as set forth in Item 7.21 of
the Disclosure Schedule, each Operative Document shall be in full force and
effect, without amendment after the Effective Date (other than amendments which
are permitted by this Agreement or which have otherwise been approved by the
Administrative Agent and, in each case, which have been delivered to the
Administrative Agent pursuant to Section 6.1.17), and in a form which
was approved by the Administrative Agent, except as otherwise permitted
pursuant to this Agreement. Except as set forth in Item 6.1.6 and Item
7.21 of the Disclosure Schedule, all obligations and requirements
thereunder which are to be performed or satisfied, as the case may be, shall
have been performed and satisfied in all material respects (taking into account
the application of Section 13.3 of the Development Agreement) and both
before and after giving effect to this Agreement and any Instruments required
hereunder, no act, condition or event shall exist which, with the giving of
notice and/or passage of time would constitute a breach or event of default
thereunder. 


               SECTION
6.1.7 Authority of Greektown Holdings and its Subsidiaries. Greektown
Holdings shall deliver to the Administrative Agent (x) a copy of the
Organizational Documents of it and its Subsidiaries, certified by an Authorized
Representative of Greektown Holdings and such Subsidiary, as applicable, and
(y) a copy of one or more resolutions or other authorizations of the Board of
Managers or Board of Directors, as applicable, of Greektown Holdings and its
Subsidiaries certified by the Authorized Representative of such Board of
Managers or Board of Directors, as applicable, as being in full force and
effect on the Effective Date, authorizing the Loans herein provided for, and
the execution, delivery and performance of this Agreement, and any Instruments
required hereunder or thereunder to which each such Person is a party. 


               SECTION
6.1.8 Incumbency of Greektown Holdings and its Subsidiaries. Greektown
Holdings shall deliver to the Administrative Agent a certificate from it and
each of its Subsidiaries, signed by an Authorized Representative of Greektown
Holdings or such Subsidiary, as applicable, and dated as of the Effective Date,
as to the incumbency of the Person or Persons authorized to execute and deliver
this Agreement, and any Instruments or agreements required hereunder or
thereunder to which each such Person is a party. 


               SECTION
6.1.9 Corporate Proceedings. All corporate, limited liability company,
partnership and legal proceedings and all Instruments in connection with the
transactions contemplated by this Agreement, shall be reasonably satisfactory
in form and 


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substance to
the Administrative Agent and the Administrative Agent shall have received all
information and copies of all documents, including records of corporate,
limited liability company or partnership proceedings and copies of any approval
by any Governmental Instrumentality required in connection with the Loans and
the transactions contemplated hereby and by the other Loan Documents, which the
Administrative Agent may reasonably have requested in connection therewith,
such documents to be reasonably satisfactory in form and substance to the
Administrative Agent and, where appropriate, to be certified by the requisite
corporate, limited liability company or partnership officers or Governmental
Instrumentalities. 


               SECTION
6.1.10 No Violation of Certain Regulations. Neither the entering into of
this Agreement, nor any Instrument executed in connection therewith, shall
violate any law, including Regulation T, Regulation U or Regulation X of the
Board of Governors of the FRS Board. 


               SECTION
6.1.11 Fees. All amounts required to be paid to or deposited with the
Administrative Agent, the Prepetition Agent and the Prepetition Lenders and all
Taxes, fees and other costs payable in connection with the execution, delivery,
recordation and filing of the documents and, instruments referred to in this Section
6.1 (including without limitation, all reasonable fees and expenses of
counsel incurred in connection herewith) and other fees and costs payable in
accordance with the Budget, shall have been paid or deposited, as the case may
be, in full, except to the extent that any such fees or other costs are to be
paid in accordance with Section 8.1.31. Each Borrower shall have paid or
cause to be paid (i) all Taxes, fees, expenses and other charges then due and
payable by it under this Agreement and the other Loan Documents, including all
Taxes, fees, costs and expenses due and payable pursuant to Sections 3.3 and
13.3, if then invoiced, in each case to the extent required to be paid by
the Borrowers and (ii) all Taxes (as such term is defined in the Prepetition
Credit Agreement), fees, expenses and other charges then due and payable by it
under the Prepetition Credit Agreement, in each case, on or before the
Effective Date. 


               SECTION
6.1.12 Delivery of Loan Documents by the Borrowers. The Administrative
Agent shall have received this Agreement duly executed and delivered by
Authorized Representatives of the Borrowers and satisfactory to the
Administrative Agent, along with such other documents deemed necessary or
appropriate with respect to the DIP Facility, in each case, satisfactory to the
Lenders in their sole discretion. 


               SECTION
6.1.13 Insurance Polices. Insurance maintained pursuant to the
Prepetition Credit Agreement shall be in place and in full force and effect and
coverage shall extend to the Surplus Parcels, the Permanent Casino Complex, the
Easements and the Improvements thereon (except any insurance coverage for the
design and construction of the Permanent Casino Complex that was terminated
upon completion of such design and construction, and any insurance coverage
that is no longer required to be maintained under the terms of the respective
Construction Documents). 


               SECTION
6.1.14 Satisfactory Form and Substance. All documents, closing
certificates, resolutions, solvency letters and/or certificates executed or
submitted pursuant hereto by or on behalf of Greektown Holdings or any of its
Subsidiaries shall be reasonably satisfactory in form and substance to the
Administrative Agent and its counsel and the Administrative Agent 


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and its
counsel shall have received all information, approvals, documents or
instruments as the Administrative Agent or its counsel may reasonably request. 


               SECTION
6.1.15 Ownership of Greektown Holdings. Each of Kewadin and Monroe shall
own all of the issued and outstanding Capital Stock of Greektown Holdings, and
Greektown Holdings shall own all of the issued and outstanding Capital Stock of
the Operating Company, Greektown Corporation and each Subsidiary Guarantor. 


               SECTION
6.1.16 Other Documents. The Administrative Agent shall have received
such other documents and evidence as the Administrative Agent may reasonably
request in connection with the transactions contemplated by this Agreement. 


               SECTION
6.1.17 Material Contracts. Greektown Holdings shall deliver to the
Administrative Agent a copy of each Operative Document (together with all
amendments, waivers, consents or other modifications thereto) of it and its
Subsidiaries, certified by an Authorized Representative of Greektown Holdings
and such Subsidiary, as applicable, as being true and correct copies and in
full force and effect, except as set forth in Item 7.21 of the
Disclosure Schedule. 


               SECTION
6.1.18 Board of Managers. The Borrowers shall have installed Louis
Glazier and Jacob Miklojcik, who shall have been approved by the MGCB, as
members of the Board of Managers of the Operating Company and Greektown
Holdings which shall consist of either (i) five (5) voting board members or
(ii) three (3) voting board members, in each case, after Louis Glazier and
Jacob Miklojcik have been installed as such members. 


               SECTION
6.1.19 Consolidated EBITDAR. The Borrowers shall have delivered a
Compliance Certificate, executed by the chief financial or accounting
Authorized Representative of Greektown Holdings, showing that Consolidated
EBITDAR for the month ending on November 30, 2009 shall not be less than
$4,600,000. 


               SECTION
6.1.20 USA PATRIOT Act Compliance. The Borrowers and the Subsidiary
Guarantors shall have complied with all requests made by the Administrative
Agent or any Lender pursuant to Section 13.22. 


          SECTION
6.2. Conditions Precedent to All Loans. Not in limitation but in
furtherance of the other conditions in this Agreement and the other Loan
Documents after the Effective Date, the following ongoing conditions, in
addition to the conditions contained in Section 6.1, shall be satisfied
or waived prior to making any Loan. 


               SECTION
6.2.1 Representations and Warranties. Both before and after giving
effect to any Borrowing, the following statements shall be true and correct: 


                    (a)
the representations and warranties contained in Article VII excluding, however,
those contained in Section 7.8) and each other Loan Document are
accurate as if made on the Effective Date (except those that relate to a
different date) except to the extent that the failure of the foregoing to be
the case could not reasonably be expected to result in a Material Adverse
Effect; 


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                    (b)
except as disclosed by Greektown Holdings and its Subsidiaries to the
Administrative Agent pursuant to Section 7.8 of this Agreement there
exists 


                              (i)
no material litigation which could reasonably be expected to result in a
Material Adverse Effect or which purports to affect the legality, validity or
enforceability of any Operative Document; and 


                              (ii)
no material development shall have occurred in any litigation disclosed
pursuant to Section 7.8 which could reasonably be expected to result in
a Material Adverse Effect; 


                    (c)
except as set forth in Item 6.2.1 of the Disclosure Schedule, there is
no act, event or condition which could reasonably be expected to result in a
Material Adverse Effect; 


                    (d)
except as set forth in Item 6.2.1 and Item 7.21 of the Disclosure
Schedule, there is no default or event of default with respect to the
Development Agreement, any other Material Contract or the Trappers Alley Lease
which could be reasonably be expected to result in a Material Adverse Effect;
and 


                    (e)
no claims that are senior to or pari passu with the superpriority claims of the
Administrative Agent and the Lenders shall exist, other than the Carve-Out and
the Post-Default Carve-Out. 


               SECTION
6.2.2 No Events of Default or Material Adverse Effect. No Default or
Material Adverse Effect shall have occurred and be continuing or, after giving
effect to any Borrowing, could reasonably be expected to result, as certified
by the Borrowers in the relevant Borrowing Request. 


               SECTION
6.2.3 Borrowing Request. The Administrative Agent shall have received a
Borrowing Request for the Loan being requested, executed by an Authorized
Representative and reviewed by the Restructuring Advisor together with all
attachments, exhibits and certificates which conform to the requirements of Section
2.3. Each delivery of a Borrowing Request and the acceptance by the
Borrowers of the proceeds of such Credit Extension shall constitute a
representation and warranty by the Borrowers that on the date of such Credit
Extension (both immediately before and after giving effect to such Credit
Extension and the application of the proceeds thereof) the statements made in Section
6.2.1 and 6.2.2 are true and correct in all material respects. 


               SECTION
6.2.4 Certificate of Occupancy. Except as set forth in Item 6.2.4
of the Disclosure Schedule, the Certificate of Occupancy shall be in full force
and effect and not subject to any judicial or administrative proceedings
(except for routine administrative procedures relating to any extension thereof
so long as no facts or circumstances exist which indicate that such extension
may not be timely granted without material difficulty, expense or delay) and
all rights to contest the issuance thereof have expired. 


               SECTION
6.2.5 Fees and Expenses. The Borrowers shall have paid out of the
requested Borrowing or otherwise all fees, expenses and other charges then due
and payable by it 


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under this
Agreement and the other Loan Documents or under any agreements between the
Administrative Agent and any of its agents, legal counsel, consultants or other
advisors, including, without limitation, all fees and expenses to be paid on
the Effective Date and/or as set forth in the Budget. 


               SECTION
6.2.6 No Restriction. No order, judgment or decree of any court,
arbitrator or Governmental Instrumentality shall purport to enjoin or restrain
Greektown Holdings or its Subsidiaries, the Administrative Agent and/or any of
the Lenders from making the Borrowing to be made by it on the date set forth in
the Borrowing Request. 


               SECTION
6.2.7 Permits. 


                    (a)
Except as set forth in Item 6.2.7 of the Disclosure Schedule, all
Permits as required to have been obtained by Greektown Holdings and its
Subsidiaries or any other Person by the date of such Borrowing shall have been
issued and be in full force and effect, shall not be subject to current legal
proceedings or to any unsatisfied conditions (that are required to be satisfied
by the date of such Borrowing) that could reasonably be expected to require
material modification or revocation and all applicable appeal periods with
respect thereto shall have expired and a true and correct copy thereof, if not
previously delivered, shall have been delivered to the Administrative Agent. 


                    (b)
With respect to any of the Permits as not yet required to be obtained by the
date of such Borrowing, (x) each such Permit is of a type that is routinely
granted on application and (y) no facts or circumstances exist which indicate
that any such Permit will not be timely obtainable without material difficulty,
expense or delay by Greektown Holdings, its Subsidiaries or the applicable
Person, respectively, prior to the time that it becomes required. 


               SECTION
6.2.8 Satisfactory Form and Substance. All documents, closing
certificates, resolutions and/or certificates executed or submitted with
respect to such Borrowing shall be reasonably satisfactory in form and
substance to the Administrative Agent and its counsel and the Administrative
Agent and its counsel shall have received all information, approvals, documents
or instruments as the Administrative Agent or its counsel may reasonably
request. 


               SECTION
6.2.9 Searches. The Administrative Agent shall have received such
judgment, federal tax lien, building code violation and other searches of
public records as the Administrative Agent may reasonably require with respect
to the Surplus Parcels and the Permanent Casino Complex. 


               SECTION
6.2.10 Other Documents. The Administrative Agent shall have received
such other documents and evidence as the Administrative Agent may reasonably
request. 


          SECTION
6.3. [Reserved] 


          SECTION
6.4. No Waiver or Estoppel. 


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                    (a)
The making of any Loan hereunder shall not preclude the Administrative Agent
from later asserting (and enforcing any remedies it may have in connection
therewith) that any representation, warranty or certification made or deemed
made by the Borrowers in connection with such Loan was not true and accurate
when made. No course of dealing or waiver by the Administrative Agent in
connection with any condition precedent to any Loan under this Agreement shall
impair any right, power or remedy of the Administrative Agent with respect to
any other condition precedent, or be construed to be a waiver thereof; nor
shall the action of the Administrative Agent in respect of any Loan affect or
impair any right, power or remedy of the Administrative Agent in respect of any
other Loan. 


                    (b)
Unless express notice is delivered to the Borrowers by the Administrative Agent
and without prejudice to the generality of clause (a) above, any waiver by any
such Person of any condition under this Agreement shall not affect the right of
such Person to require compliance of the condition so waived for the purpose of
any subsequent Loan. 


ARTICLE VII


REPRESENTATIONS AND WARRANTIES


          In
order to induce the Lenders and the Administrative Agent to enter into this
Agreement and to make the Commitments hereunder, each Borrower represents and
warrants unto the Administrative Agent and each Lender as set forth in this
Article VII. 


          SECTION
7.1. Organization, etc. Greektown Holdings and each of its Subsidiaries
is validly organized and existing and in good standing under the laws of the
state or jurisdiction of its organization, is duly qualified to do business and
is in good standing in each jurisdiction where the nature of its business
requires such qualification and where failure to do so could reasonably be
expected to result in a Material Adverse Effect; and has full power and
authority and holds all requisite governmental licenses, permits and other
approvals to enter into and perform its Obligations under this Agreement and
each of the other Operative Documents to which it is a party and to own, hold
and, if applicable, lease its property and to conduct its business
substantially as currently conducted by it the absence of which could reasonably
be expected to result in a Material Adverse Effect; provided, however, that the failure of Greektown Holdings or
any of its Subsidiaries to be in good standing in the State of Michigan shall
be deemed to be a Material Adverse Effect. 


          SECTION
7.2. Due Authorization; Non-Contravention, etc. The execution, delivery
and performance by Greektown Holdings and its Subsidiaries of this Agreement
and each of the other Operative Documents to which it is a Party, and
participation by Greektown Holdings and its Subsidiaries, in the consummation
of all aspects of the Transaction, and the execution, delivery and performance
by Greektown Holdings and its Subsidiaries of the other material agreements
executed and delivered in connection with the Transaction are, in each case,
within the such Person’s powers, have been duly authorized by all necessary
action, and do not 


                    (a)
contravene any Organizational Documents of such Person; 


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                    (b)
contravene any of the Operative Documents or any other material contractual
restriction binding on or affecting such Person; 


                    (c)
contravene (i) any court decree or order binding on or affecting any such
Person or (ii) any Legal Requirement binding on or affecting any such Person;
or 


                    (d)
result in, or require the creation or imposition of, any Lien on any of such
Person’s properties (other than Permitted Liens). 


          SECTION
7.3. Government Approval, Regulation, etc. After giving effect to the
DIP Order, except for the approvals, exemptions and determinations set forth in
the MGCB Approval, and as except as set forth in Item 7.3 of the
Disclosure Schedule, no authorization or approval or other action by, and no
notice to or filing with, any Governmental Instrumentality or regulatory body
or other Person (other than those that have been, or on the Effective Date will
be, duly obtained or made and which are, or on the Effective Date will be, in
full force and effect and except for filings and registrations of any UCC
financing statements, the Mortgage, the Realty Equity Mortgage, the TGCP
Mortgage or intellectual property filings (all of which have been duly executed
and delivered to the Administrative Agent on or before the Effective Date by the
Borrowers) reasonably advisable or necessary to record the Lenders’ security
interest in certain personal, real or intellectual property included in the DIP
Collateral) is required for the due execution, delivery or performance by the
Borrowers of this Agreement and any other Loan Document to which it is a party,
in each case by the parties thereto, or the consummation of the Transaction. 


          SECTION
7.4. Validity, etc. After giving effect to the DIP Order, this
Agreement, each of the Operative Documents previously executed by Greektown
Holdings and its Subsidiaries and each of the Loan Documents executed by
Greektown Holdings and its Subsidiaries will, on the due execution and delivery
thereof by such Person, constitute the legal, valid and binding obligation of
such Person enforceable against it in accordance with its terms (except, in any
case above, as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by principles of equity). 


          SECTION
7.5. Budget. The Budget: 


                    (a)
sets forth the amount allocated to each line item during the thirteen (13) week
period covered by such Budget and the total amounts which are anticipated to be
incurred through the end of such thirteen (13) week period; 


                    (b)
is consistent in all material respects with the provisions of the Loan
Documents, the DIP Order, the Business Plan and the Plan of Reorganization; 


                    (c)
has been prepared in good faith, and to the best knowledge of each Borrower,
fairly represents the Borrowers’ current expectation as to the matters covered
thereby. 


          SECTION
7.6. Financial Information. The financial statements of Greektown
Holdings and its Subsidiaries, furnished or to be furnished to the
Administrative Agent pursuant to Section 8.1.1 or otherwise have been
prepared in accordance with GAAP consistently applied, 


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and present
fairly the financial condition of Greektown Holdings and its Subsidiaries, as
at the dates thereof and the results of their operations for the periods then
ended. All balance sheets, all statements of operations, equity amounts, cash
flow and all other financial information of Greektown Holdings and its
Subsidiaries furnished or to be furnished pursuant to Section 8.1.1 or
otherwise have been and will for periods following the Effective Date be
prepared in accordance with GAAP consistently applied, and do or will present
fairly the financial condition of Greektown Holdings and its Subsidiaries, as
at the dates thereof and the results of their operations for the periods then
ended, except that quarterly financial statements need not include footnote
disclosure and may be subject to ordinary year-end adjustment. 


          SECTION
7.7. No Material Adverse Effect. No Material Adverse Effect has occurred
since the date of the financial statements of Greektown Holdings and its
Subsidiaries most recently delivered to the Administrative Agent pursuant to Section
8.1.1. 


          SECTION
7.8. Litigation, Labor Controversies etc. There is no pending material
litigation, action, proceeding, or labor controversy which could reasonably be
expected to result in a Material Adverse Effect or which purports to affect the
legality, validity or enforceability of this Agreement or any other Operative
Document, except as disclosed in Item 7.8 of the Disclosure Schedule. 


          SECTION
7.9. Ownership of Properties. Greektown Holdings and its Subsidiaries do
not own, lease or hold any option to own or lease any Real Property other than
the Surplus Parcels, the Permanent Casino Complex, the Easements, the
Improvements and the properties listed in Item 7.9 of the Disclosure
Schedule. Greektown Holdings and its Subsidiaries (x) in the case of Real
Property owned by it or them, has good and marketable fee title to, (y) in the
case of Real Property leased by it or them, holds valid and enforceable
leasehold interests in, all of such owned or leased Real Property and (z) have
good legal and beneficial title to the property, assets and revenues on which
each purports to grant Liens pursuant to the Loan Documents, in each case, free
and clear of all Liens or claims, except for Permitted Liens. Greektown
Holdings and its Subsidiaries (x) in the case of personal property owned by it
or them, has good and valid title to, and (y) in the case of personal property
leased by it or them, holds valid and enforceable leasehold interests in, all
of such material personal properties and assets, tangible and intangible, of
any nature whatsoever, free and clear in each case of all Liens other than
Permitted Liens. Neither Greektown Holdings nor its Subsidiaries are a party to
any agreement which grants an option to any such Person to purchase or lease
any Real Property or personal property. 


          SECTION
7.10. Taxes. 


                    (a)
Greektown Holdings and its Subsidiaries have filed, or caused to be filed, all
material Tax and informational returns that are required to have been filed by
it or them in any jurisdiction, and have paid all material Taxes shown to be
due and payable on such returns and all other Taxes and assessments payable by
it or them, to the extent the same have become due and payable (other than
those Taxes that it is contesting in good faith and by appropriate proceedings,
with adequate, segregated reserves established for such Taxes) and, to the
extent such Taxes are not due, has established reserves therefor by allocating
amounts that are adequate for the payment thereof and are required by GAAP. 


-52-





                    (b)
Neither Greektown Holdings nor its Subsidiaries have incurred any material Tax
liability in connection with the Surplus Parcels, the Permanent Casino Complex,
the Easements or the Improvements thereon or the other transactions
contemplated by the Operative Documents which has not been disclosed in writing
to, and approved by, the Administrative Agent, except as set forth in Item
7.10(b) of the Disclosure Schedule. 


          SECTION
7.11. Pension and Welfare Plans. Prior to the Effective Date and prior
to the date of any Credit Extension hereunder, no steps have been taken to
terminate any Pension Plan, and no contribution failure has occurred with
respect to any Pension Plan sufficient to give rise to a Lien under section
302(f) of ERISA, unless such Lien is not valid pursuant to the Bankruptcy Code.
Except as disclosed in Item 7.11 of the Disclosure Schedule, no
condition exists or event or transaction has occurred with respect to any Pension
Plan which would reasonably be expected to result in the incurrence by
Greektown Holdings or its Subsidiaries of any material liability, fine or
penalty. Except as disclosed in Item 7.11 of the Disclosure Schedule
neither Greektown Holdings nor its Subsidiaries have any material Contingent
Liability with respect to any post-retirement benefit under a Welfare Plan,
other than liability for continuation coverage described in Part 6 of Title I
of ERISA. 


          SECTION
7.12. Permits. There are no material Permits that are required or will
become required for the ownership or operation of the Surplus Parcels, the
Permanent Casino Complex, the Easements or the Improvements thereon. Each
Permit as required to be obtained by the date that this representation is
deemed to be made is in full force and effect and is not at such time subject
to any appeals or further proceedings (other than with respect to renewal of
such Permit from time to time) or to any unsatisfied condition (that is
required to be satisfied by the date that this representation is deemed to be
made) that may allow modification or revocation. Each Permit as not required to
have been obtained by the date that this representation is deemed to be made is
of a type that is routinely granted on application. Except as set forth in Item
7.12 of the Disclosure Schedule, neither Borrower has any reason to believe
that any Permit so indicated will not be obtained before it becomes necessary
for the continued operation of the Permanent Casino Complex or that obtaining
such Permit will result in undue expense or delay. Except as set forth in Item
7.12 of the Disclosure Schedule, none of Greektown Holdings or any of its
Subsidiaries are in material violation of any condition in any Permit. 


          SECTION
7.13. Reorganization Matters. The Cases were commenced on the Petition
Date in accordance with applicable law and proper notice thereof and proper
notice of the hearings to consider entry of the DIP Order has been given. 


                    (a)
After the entry of the DIP Order, the Obligations will constitute allowed
administrative expense claims in each of the Cases having priority over all
administrative expense claims and unsecured claims against each Borrower and
each Subsidiary Guarantor now existing or hereafter arising, of any kind
whatsoever, to the extent provided and as more fully set forth in the DIP
Order. 


                    (b)
The DIP Order is in full force and effect and has not been reversed, stayed,
modified, varied or amended without the consent of the Administrative Agent and
the Required Lenders. 


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                    (c)
The Bankruptcy Court shall have entered the DIP Order in form and substance
satisfactory to the Administrative Agent (A) authorizing and approving the DIP
Facility, the Loan Documents and the transactions contemplated hereby and by
the other Loan Documents, including, without limitation, the granting of the
superpriority status, security interests and liens, and the payment of all
fees, referred to herein and in any other Loan Document and (B) lifting the
automatic stay to permit the Loan Parties to perform their obligations and the
Administrative Agent and the Lenders to exercise their rights and remedies with
respect to the DIP Facility, this Agreement and the other Loan Documents, which
DIP Order shall be in full force and effect, shall not have been reversed,
vacated or stayed and shall not have been amended, supplemented or otherwise
modified without the prior written consent of the Administrative Agent and the
Required Lenders. All orders entered by the Bankruptcy Court pertaining to cash
management, adequate protection and the DIP Facility shall, and all other
motions and documents filed or to be filed with, and submitted to, the
Bankruptcy Court in connection therewith shall be in form and substance
reasonably satisfactory to Administrative Agent. The Prepetition Agent under
the Prepetition Credit Agreement, the Prepetition Lenders, the Original
Administrative Agent and the Original Lenders shall not have objected to the
entry of the DIP Order; and pursuant to the terms of the DIP Order, the
automatic stay shall have been modified to permit the creation and perfection
of the Secured Parties’ Liens and security interests and shall have been
automatically vacated to permit enforcement of the Secured Parties’ rights and
remedies under this Agreement and the other Loan Documents. 


                    (d)
After the entry of the DIP Order, notwithstanding the provisions of Section
362 of the Bankruptcy Code, upon the DIP Facility Termination Date (whether
by acceleration or otherwise) of any of the Obligations, the Administrative
Agent and the Lenders shall be entitled to immediate payment of such
Obligations and to enforce the remedies provided for hereunder and under the
other Loan Documents, without further application to or order by the Bankruptcy
Court, as more fully set forth in and subject to the DIP Order. 


          SECTION
7.14. Environmental Warranties. Except as set forth in Item 7.14
in the Disclosure Schedule: 


                    (a)
all facilities and property (including underlying groundwater) owned or leased
by Greektown Holdings and its Subsidiaries have been, and continue to be, owned
or leased by such Person in material compliance with all Environmental Laws; 


                    (b)
there have been no past, and there are no pending or threatened 


                              (i)
claims, complaints, notices or requests for information received by Greektown
Holdings or its Subsidiaries with respect to any alleged violation of any
Environmental Law, or 


                              (ii)
complaints, notices or inquiries to Greektown Holdings or its Subsidiaries
regarding potential liability under any Environmental Law relating to such
facilities and property; 


                    (c)
there have been no Releases of Hazardous Substances at, on or under any
property now or previously owned or leased by Greektown Holdings or its 


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Subsidiaries
or relating to the Surplus Parcels, the Permanent Casino Complex, or any
Easements or the Improvements thereon that, singly or in the aggregate, have,
or could reasonably be expected to result in a Material Adverse Effect; 


                    (d)
Greektown Holdings and its Subsidiaries have been issued and are in material
compliance with all Permits relating to environmental matters which are
necessary for its and their businesses; 


                    (e)
no property now or previously owned or leased by Greektown Holdings or its
Subsidiaries is listed or proposed for listing (with respect to owned property
only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on
any similar state list of sites requiring investigation or clean-up; 


                    (f)
 there are no underground storage tanks,
active or, to either Borrower’s knowledge, abandoned, including petroleum
storage tanks, on or under any property now or previously owned or leased by
Greektown Holdings or its Subsidiaries; 


                    (g)
to each Borrower’s knowledge, neither it nor the Subsidiaries of Greektown
Holdings have directly transported or directly arranged for the transportation
of any Hazardous Substances to any location which is listed or proposed for
listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or
on any similar state list or which is the subject of federal, state or local
enforcement actions or other investigations which may lead to material claims
against Greektown Holdings or its Subsidiaries for any remedial work, damage to
natural resources or personal injury, including claims under CERCLA; 


                    (h)
to each Borrower’s knowledge, there are no polychlorinated biphenyls or friable
asbestos present at any property now owned or leased by Greektown Holdings or
its Subsidiaries; and 


                    (i)
no conditions exist at, on or under any property owned or leased by Greektown
Holdings or its Subsidiaries which, with the passage of time, or the giving of
notice or both, would give rise to material liability under any Environmental
Law. 


          SECTION
7.15. Intellectual Property. Greektown Holdings or its Subsidiaries own
or license (as the case may be) or will own or hold licenses for all such
patents, patent rights, trademarks, trademark rights, trade names, trade name
rights, service marks, service mark rights and copyrights as Greektown Holdings
considers necessary for the conduct of the businesses of Greektown Holdings and
its Subsidiaries without any infringement upon rights of other Persons and
there is no individual patent, patent right, trademark, trademark right, trade
name, trade name right, service mark, service mark right or copyright the loss
of which could reasonably be expected to result in a Material Adverse Effect
except as may be disclosed in Item 7.15 in the Disclosure Schedule. 


          SECTION
7.16. Regulations U and X. Greektown Holdings and its Subsidiaries are
not engaged in the business of extending credit for the purpose of purchasing
or carrying margin stock and do not own any margin stock, and no proceeds of
any Credit Extensions will be used to purchase or carry margin stock or
otherwise for a purpose which violates, or would be inconsistent with, F.R.S.
Board Regulation U or X. Terms for which meanings are provided in 


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F.R.S. Board
Regulation U or X or any regulations substituted therefor, as from time to time
in effect, are used in this Section 7.16 with such meanings. 


          SECTION
7.17. Accuracy of Information. None of the factual information
(including the Operative Documents and Schedule I), taken as a whole,
heretofore or contemporaneously furnished by or on behalf of Greektown Holdings
or its Subsidiaries to the Administrative Agent or any Lender for the purposes
of, or in connection with, the Loan Documents contains any untrue statement of
a material fact, or omits to state any material fact necessary to make such
information, taken as a whole, not misleading. No factual information, taken as
a whole, hereafter furnished in connection with any Operative Document by Greektown
Holdings or its Subsidiaries to any of the Administrative Agent or any Lender
will contain any untrue statement of a material fact on the date as of which
such information, taken as a whole, is dated or certified and, and such factual
information, shall not on the date as of which such information is dated or
certified, omit to state any material fact necessary to make such information,
not misleading. The projections that have been or will be made available to the
Administrative Agent by or on behalf of the Borrowers have been or will be
prepared in good faith based upon reasonable assumptions. 


          SECTION
7.18. Existing Defaults. Except as set forth in Item 7.18 of the
Disclosure Schedule, there is no breach which has occurred and is continuing
under any of the Operative Documents beyond the expiration of applicable grace,
notice or cure periods. 


          SECTION
7.19. Contingent Liabilities. Neither Greektown Holdings nor its
Subsidiaries has any material Contingent Liabilities in respect of Indebtedness
or obligations except those authorized under or contemplated by the Operative
Documents and not prohibited by this Agreement. 


          SECTION
7.20. Business Debt Contracts etc. Neither Greektown Holdings nor its
Subsidiaries after being acquired by either Borrower has conducted any business
other than the business contemplated by the Operative Documents. Neither
Greektown Holdings nor its Subsidiaries has any outstanding Indebtedness other
than Indebtedness incurred or permitted under the Loan Documents or liabilities
other than those incurred or permitted under the Loan Documents, and is not a
party to or bound by any contract other than as contemplated by the Operative
Documents to which such Person is a party or permitted under the Loan
Documents. 


          SECTION
7.21. Material Contracts. Each of the Material Contracts which have been
executed by or on behalf of the Borrowers, the Operating Company and/or their
Subsidiaries, as applicable, (w) except as set forth in Item 7.21 of the
Disclosure Schedule, is in full force and effect, and there are no material
defaults thereunder on the part of the Borrowers, any of their Subsidiaries or,
to the best knowledge of the Borrowers, of the other party thereto which have
not been previously disclosed in writing to the Administrative Agent (nor has
any event, act or condition occurred which, with notice or expiration of any
applicable grace period, or both, would constitute an event of default
thereunder by the Borrowers, any of their Subsidiaries or, to the best
knowledge of the Borrowers, the other party thereto, as the case may be and
which has not been previously disclosed in writing to the Administrative
Agent), (x) has not been terminated, modified, amended or assigned, except as
set forth in Item 7.21 of the Disclosure Schedule or as otherwise
permitted hereunder, and (y) has been delivered to the Administrative Agent
prior to the Effective Date. 


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          SECTION
7.22. Utilities. All utility services necessary for the operation of the
Surplus Parcels, the Permanent Casino Complex, the Easements, the Improvements,
and all other property owned by Greektown Holdings or its Subsidiaries for its
intended purposes are available at such Real Estate, as applicable, on
commercially reasonable terms. 


          SECTION
7.23. Fees and Enforcement. Other than amounts that have been paid in
full or will have been paid in full by the Effective Date or the date
thereafter when due for same, no material fees or Taxes, including stamp,
transaction, registration or similar taxes, are required to be paid for the
legality, validity or enforceability of the Operative Documents. 


          SECTION
7.24. ERISA Compliance. Greektown Holdings, its Subsidiaries and each
member of the Controlled Group have fulfilled their obligations (if any) under
the minimum funding standards of ERISA and the Code for each Pension Plan in
compliance in all material respects with the currently applicable provisions of
ERISA and the Code and have not incurred any material liability to the PBGC or
a Pension Plan under Title IV of ERISA (other than liability for premiums due
in the ordinary course). Unless otherwise permitted under the Bankruptcy Code,
neither the execution of this Agreement or the other Operative Documents nor the
consummation of the Transactions is reasonably expected to constitute a
“prohibited transaction” on the part of the Borrowers or any member of the
Controlled Group within the meaning of Section 406 of ERISA or Section 4975 of
the Code which is not exempt under (i) Section 408 of ERISA, (ii) under Section
4975(d) of the Code, (iii) regulations thereunder or (iv) an individual or
class exemption. 


          SECTION
7.25. Labor Disputes; Acts of God; Casualty and Condemnation. The
Surplus Parcels, the Permanent Casino Complex, the Easements, the Improvements
thereon and the business of Greektown Holdings and its Subsidiaries or, to the
best knowledge of the Borrowers, any other party to a Construction Document,
are not affected by any fire, explosion, accident, strike, lockout or other
labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the
public enemy, or other casualty, except as set forth in Item 7.25 in the
Disclosure Schedule as in effect on the Effective Date. As of the date that this
representation is made or deemed to be remade, there is no casualty or
condemnation proceeding pending or, to the best knowledge of the Borrowers,
threatened, affecting all or a portion of the Surplus Parcels, the Permanent
Casino Complex, the Easements or the Improvements thereon. 


          SECTION
7.26. Liens. Except for Permitted Liens, neither Greektown Holdings nor
its Subsidiaries has secured or agreed to secure any Indebtedness by any Lien
upon any of its or their present or future revenues or assets, upon the
Greektown Holdings Membership Interests, the Equity Interests of Greektown
Corporation, the Operating Company Membership Interests or Equity Interests of
their Subsidiaries. Neither Greektown Holdings nor its Subsidiaries has any
outstanding Lien or obligation to create Liens on or with respect to any of its
properties or revenues, other than Permitted Liens. 


          SECTION
7.27. Offices, Location of Collateral. The “location” (as such term is
used in Section 9-301 of the Uniform Commercial Code as in effect in the State
of New York from time to time) of Greektown Holdings and its Subsidiaries is
Michigan. Greektown Holdings’ federal employer identification number is
20-3579386. Greektown Corporation’s federal employer 


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identification
number is 20-3711715. The Operating Company’s federal employer identification
number is 38-3337941. 


          SECTION
7.28. Government Regulation. Neither Greektown Holdings nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 1935, the Federal Power Act or the Interstate Commerce Act or
registration under the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur
Indebtedness, other than the Michigan Gaming Laws, or which may otherwise
render all or any portion of the Obligations unenforceable. 


          SECTION
7.29. No Brokers. Each Borrower represents that no broker or finder was
responsible for or involved with the parties in connection with the
transactions contemplated by this Agreement and the other Loan Documents and
that there is no obligation for the payment of any brokerage commission,
compensation or fee of any kind with respect to this Agreement or any other
Loan Document except those set forth in Item 7.29 in the Disclosure
Schedule. 


          SECTION
7.30. No Building Code Violation. Greektown Holdings represents that
neither it nor its Subsidiaries has received any notice from any Governmental
Instrumentality of any building or other similar violation with respect to the
Surplus Parcels, the Permanent Casino Complex, the Easements, the Improvements
thereon or other property owned by it or them and that there are no such
violations except as may be set forth in Item 7.30 in the Disclosure
Schedule. 


          SECTION
7.31. Subsidiaries. 


                    (a)
Greektown Holdings represents that it has no Subsidiaries other than the
Operating Company, Greektown Corporation, TGCP, the owner of the property
described on Exhibit H-2, Contract Builders, the owner of the property
described on Exhibit H-5 and Realty Equity, the owner of the property
described on Exhibit H-6. 


                    (b)
Greektown Corporation represents that it has no Subsidiaries. 


          SECTION
7.32. MGCB Approval. Greektown Holdings represents that 


                    (a)
as of the Effective Date, the MGCB Approval (y) is in full force and effect and
(z) is not subject to any appeals or further proceedings; 


                    (b)
the MGCB Approval has granted Jefferies, in its capacity hereunder as the
Administrative Agent, Goldman Sachs in its capacity hereunder as the
Syndication Agent, and the Lenders hereunder on the date hereof, an exemption
from the supplier-licensing requirements under Michigan Gaming Law, and as of
the date that this representation is made or deemed made the MGCB Approval
provides that Assignee Lenders and Participants are not subject to such
supplier-licensing requirements; 


                    (c)
except as set forth in Item 7.32 of the Disclosure Schedule, neither it
nor its Subsidiaries has received any notice from the MGCB or any other
Governmental Instrumentality stating that a violation exists or has occurred
under or with respect to the MGCB Approval or other Legal Requirement
applicable to the Surplus Parcels, the Permanent Casino 


-58-





Complex, the
Easements, the Improvements thereon or other property owned by it or them which
violation of such other Legal Requirement could reasonably be expected to
result in a Material Adverse Effect; and 


                    (d)
no order, judgment or decree of any Governmental Instrumentality purports to
enjoin or restrain Greektown Holdings or any of its Subsidiaries from engaging
in the gaming activities at the Permanent Casino Complex as presently conducted
or enjoin or restrain Greektown Holdings or any of its Subsidiaries, the
Lenders or any of the Administrative Agent from entering into this Agreement or
any of the other Operative Documents to which any of them is a party. 


          SECTION
7.33. Prepetition Liens and Security. 


                    (a)
The Borrowers and the Subsidiary Guarantors recognize and acknowledge that the
credit extended by the Prepetition Agent and the Prepetition Lenders pursuant
to the Prepetition Credit Agreement (including the funding of any letters of
credit post--petition and amounts due with respect to the Prepetition Rate
Protection Agreements) is secured by valid, perfected, enforceable
first-priority Liens and security interests in the Prepetition Collateral
granted by the Borrowers and the Subsidiary Guarantors to the Prepetition
Agent, Prepetition Lenders and the Prepetition Secured Parties, which Liens and
security interests are not subject to challenge, subordination (other than validly
perfected Liens arising under the Construction Documents), defense,
disallowance or otherwise are avoidable, except for validly perfected
construction liens. 


                    (b)
Any objection or challenge by any statutory committee appointed in the Cases,
creditor, or party in interest in the Cases to the Prepetition Agent’s, the
Prepetition Lenders’ and the Prepetition Secured Parties’ Liens and security
interests in the Prepetition Collateral shall have been made within ninety (90)
days of the Petition Date. The statutory committee appointed in the Cases,
creditors, and other parties in interest in the Cases failed to challenge or
object to the Prepetition Agent’s, the Prepetition Lenders’ and the Prepetition
Secured Parties’ Liens and security interests in the Prepetition Collateral
within such time period, and have been deemed to have accepted such Liens and
security interests and waived such party’s rights to challenge such Liens and
security interests. 


          SECTION
7.34. No Offsets. None of the Borrowers has any offsets or defenses to
their obligations under the Loan Documents nor any claims or counterclaims
against the Administrative Agent or the Lenders. 


ARTICLE VIII


COVENANTS


          SECTION
8.1. Affirmative Covenants. Each Borrower agrees with the Administrative
Agent and each Lender that, until all Commitments have terminated and all
Obligations have been indefeasibly paid and performed in full (other than
indemnification Obligations not then due and payable), each Borrower will perform
or cause to be performed the obligations set forth in this Section 8.1. 


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               SECTION
8.1.1 Financial Information, Reports, Notices, etc. Greektown Holdings
will furnish, or will cause to be furnished, to the Administrative Agent copies
of the following financial statements, reports, notices and information: 


                    (a)
as soon as available and in any event within thirty (30) days after the end of
each month other than the last month of any Fiscal Quarter, a consolidated income
statement, a balance sheet and a statement of earnings and cash flow of
Greektown Holdings and each of its Subsidiaries, in each case, as of the end of
such month, certified as complete and correct by the chief financial or
accounting Authorized Representative of Greektown Holdings; 


                    (b)
as soon as available and in any event within forty-five (45) days after the end
of each Fiscal Quarter, a copy of the quarterly consolidated audited financial
statements for such Fiscal Quarter for the Operating Company, a consolidated
balance sheet of Greektown Holdings and each of its Subsidiaries as of the end
of such Fiscal Quarter and a consolidated statement of earnings and cash flow
of Greektown Holdings and each of its Subsidiaries for such Fiscal Quarter and
for the period commencing at the end of the previous year and ending with the
end of such Fiscal Quarter, in the case of the Operating Company as audited,
and for the period commencing at the end of the previous Fiscal Year and ending
with the end of such Fiscal Quarter, in the case of the Operating Company as
audited (without any Impermissible Qualification) by nationally recognized
independent public accountants reasonably acceptable to the Administrative
Agent (as of the Effective Date, Ernst & Young is acceptable to the
Administrative Agent); 


                    (c)
as soon as available and in any event within ninety (90) days after the end of
each Fiscal Year, a copy of the annual consolidated audited financial
statements for such Fiscal Year for Greektown Holdings and each of its
Subsidiaries, including therein a balance sheet of Greektown Holdings and each
of its Subsidiaries as of the end of such Fiscal Year and a statement of
earnings and cash flow of Greektown Holdings and each of its Subsidiaries for
such Fiscal Year, in each case as audited (without any Impermissible
Qualification) by nationally recognized independent public accountants
reasonably acceptable to the Administrative Agent (as of the Effective Date,
Ernst & Young is acceptable to the Administrative Agent); 


                    (d)
as soon as available and in any event within thirty (30) days after the end of
each calendar month, a Compliance Certificate, executed by the chief financial
or accounting Authorized Representative of Greektown Holdings, showing
compliance with its covenants set forth herein; 


                    (e)
as soon as available, and in any event within thirty (30) days after the end of
each calendar month, a report (with a copy to the Prepetition Agent) setting
forth the amount of Available Cash and Excess Available Cash as of the end of
the preceding month; 


                    (f)
as soon as possible and in any event within five (5) days after the occurrence
of a Default under the Loan Documents or any “Event of Default” as defined in
and under the Development Agreement, any material approval by the MGCB
(including the MGCB Approval), a statement of the chief executive, financial or
accounting Authorized Representative 


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of Greektown
Holdings setting forth details of such Default or other default, as the case
may be, and the action which such Person has taken and proposes to take with
respect thereto; 


                    (g)
as soon as possible and in any event within five (5) Business Days after (w)
the occurrence of any material adverse development with respect to any
litigation, action, proceeding or labor controversy of the type and materiality
described in Section 7.8, (x) the commencement of any litigation,
action, proceeding or labor controversy of the type and materiality described
in Section 7.8, (y) the occurrence of any material dispute or adverse
development between the Borrowers or any of their Subsidiaries and Jenkins
Skanska, any Contractor or any Subcontractor or (z) the Borrowers or any of
their Subsidiaries obtains knowledge of any material dispute or adverse
development between Jenkins Skanska and any Contractor or Subcontractor, notice
thereof and, to the extent the Administrative Agent reasonably requests, copies
of all documentation relating thereto, except to the extent that such delivery
would breach any confidentiality agreement or affect adversely the privileged
nature of any such document; 


                    (h)
promptly after the sending or filing thereof, copies of all material reports,
registration statements and financial statements delivered to the MGCB or any
other Governmental Instrumentality with respect to the Permanent Casino Complex
or the Development Agreement; 


                    
(i) as soon as possible and in any event within five (5) Business Days after
becoming aware of (v) the institution of any steps by Greektown Holdings, any
of its Subsidiaries or any other Person to terminate any Pension Plan if
termination of such plan would reasonably be expected to result in a liability
to Greektown Holdings or any of its Subsidiaries in excess of $1,000,000, (w)
the failure to make a required contribution to any Pension Plan if such failure
is sufficient to give rise to a Lien under Section 302(f) of ERISA, (x) the
taking of any action with respect to a Pension Plan which would reasonably be
expected to result in the requirement that Greektown Holdings, its Subsidiaries
or any member of either Borrowers’ Controlled Group furnish a bond or other
security to the PBGC or such Pension Plan, (y) the occurrence of any event with
respect to any Pension Plan which would reasonably be expected to result in the
incurrence by Greektown Holdings or any of its Subsidiaries of any material
liability, fine or penalty, notice thereof and copies of all documentation
relating thereto or (z) any material increase in the Contingent Liability of
Greektown Holdings or any of its Subsidiaries with respect to any
post-retirement Welfare Plan benefit, notice thereof and copies of all documentation
relating thereto; 


                    (j)
promptly upon receipt thereof, copies of all detailed management letters
submitted to Greektown Holdings or any of its Subsidiaries by the independent
public accountants referred to in clause (c) in connection with each audit made
by such accountants of the books of Greektown Holdings and its Subsidiaries; 


                    (k)
promptly and in any event within five (5) Business Days after the receipt
thereof, any material notice received by Greektown Holdings, any of its
Subsidiaries, Monroe, Kewadin, the Authority or the Tribe from the MGCB,
including exception reports, which notice relates to the operation or
maintenance of the Permanent Casino Complex, any 


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Permit related
thereto or any Equity Interest in Greektown Holdings, its Subsidiaries,
Kewadin, Monroe or the Authority; 


                    (l)
as soon as possible and in any event within five (5) days after the notice of
any termination or any requests for indemnification or payment of any other
party or any other notice (unless delivered pursuant to clause (f) of this
Section 8.1.1) relating to material rights or obligations with respect to
the Development Agreement, the MGCB Approval or any other Project Document; 


                    (m)
any change in the Authorized Representatives of Greektown Holdings, any of its
Subsidiaries or the Authority and such notice shall include a certified
specimen signature of any new Authorized Representative so appointed and, if
requested by the Administrative Agent, satisfactory evidence of the authority
of such new Authorized Representative; 


                    (n)
the occurrence or existence of any Environmental Matter requiring notice to a
Governmental Instrumentality or with respect to which notice is received from a
Governmental Instrumentality; 


                    (o)
any Event of Loss or any other event or development which could reasonably be
expected to result in a Material Adverse Effect; 


                    (p)
promptly, but in no event later than five (5) days after the receipt thereof by
Greektown Holdings or any of its Subsidiaries, copies of (x) any material
document or agreement entered into on or after the Effective Date, relating to
the development, construction, maintenance or operation of the Permanent Casino
Complex and any Permits obtained or entered into by Greektown Holdings or its
Subsidiaries after the Effective Date, (y) any amendment, supplement or other
modification to any Permit received by the Borrowers after the Effective Date
and (z) all material notices relating to the Surplus Parcels and the Permanent
Casino Complex, Greektown Holdings or its Subsidiaries received by or delivered
to Greektown Holdings, any of its Subsidiaries, Monroe, Kewadin, the Authority
or the Tribe from any Governmental Instrumentality or any other Person; and 


                    (q)
periodic reporting packages and such other information respecting the condition
or operations, financial or otherwise, of Greektown Holdings and its
Subsidiaries as required by the other Loan Documents (including monthly updates
to the Budget, weekly and monthly cash flow variance reports and explanations
to be delivered no later than 12:00 noon New York time every Wednesday in a
form acceptable to the Required Lenders, information and reports from the chief
accounting or financial Authorized Representative of Greektown Holdings, in
such detail as the Administrative Agent or any Lender through the
Administrative Agent may reasonably request, with respect to the terms of and
information provided pursuant to any Compliance Certificate), the Development
Agreement, or the MGCB Approval, and as the Prepetition Agent or any Lender
through the Administrative Agent may from time to time reasonably request. 


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               SECTION
8.1.2 Compliance with Laws, etc. Greektown Holdings and its Subsidiaries
will comply in all material respects with all applicable Legal Requirements,
including: 


                    (a)
the post-petition maintenance and preservation of the corporate or other
organizational existence of Greektown Holdings and its Subsidiaries and each of
their material rights, privileges and contractual obligations; and 


                    (b)
the payment, before the same become delinquent, of all material post-petition
obligations, including material Taxes, assessments and charges imposed upon it
or upon: its property by any Governmental Instrumentality, except to the extent
being diligently contested in good faith by appropriate proceedings and for
which adequate reserves, if any, in accordance with GAAP shall have been set
aside on its books. 


               SECTION
8.1.3 Budget and Variance, as Modified or Approved by Agent. 


                    (a)
Attached to this Agreement as Exhibit B is the Budget covering the
Budget Period commencing on January 1, 2010 and ending on April 1, 2010. Within
ten (10) Business Days prior to April 1, 2010 and each Budget Period
thereafter, the Borrowers shall deliver to the Administrative Agent a Budget
covering the thirteen (13) weeks commencing on the first Business Day after the
end of the current Budget Period which Budget shall satisfactory in form and
substance to the Required Lenders; provided,
however, that the line items in such Budget specifying the amount of
anticipated expenses included within the Carve-Out shall neither limit the
Borrowers’ expenditures in respect of such line items nor reduce or limit the
Carve-Out. The Budget shall set forth all of the Borrowers’ and the Subsidiary
Guarantors’ cash flow and certain expenditures. 


                    (b)
The Borrowers shall deliver to the Administrative Agent an updated Budget every
month which shall cover the thirteen (13) weeks commencing on the first
Business Day after the end of every month following the month in which the
second Budget was delivered pursuant to clause (a) above. 


                    (c)
No later than 12:00 noon New York time on Wednesday of each calendar week (or,
if such Wednesday is not a Business Day, on the next succeeding Business Day),
in form and substance that is acceptable to the Administrative Agent, the
Borrowers shall deliver to the Administrative Agent a variance
report/reconciliation setting forth in reasonable detail any variances from the
Budget on the basis of (i) the actual preceding week and (ii) the cumulative
thirteen (13) week period, together with an explanation of such variances. 


                    (d)
[Reserved] 


                    (e)
From and after the Effective Date, the expenditures and cash flow during each
Budget Period of the Borrowers and their Subsidiaries shall be set forth in the
line items in such Budget, as such Budget may be modified from time to time
with the consent of the Administrative Agent; provided however, that if such
modification (whether in a line item or in the aggregate) is deemed to be
material in the sole discretion of the Administrative Agent, then such
modification may only be made with the consent of the Required Lenders. 


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                    (f)
Except for the Carve Out and the Post-Default Carve-Out, prior to repayment in
full of the DIP Facility and the termination of the Commitments, all payments
to be made by the Borrowers whether from proceeds of the Loans or Available
Cash shall be made in accordance with the Budget. The Borrowers shall promptly
provide the Administrative Agent with reasonably detailed back-up documentation
relating to the Borrowers’ and Operating Company’s cash flows as may be
reasonably requested by the Administrative Agent from time to time. 


                    (g)
Except for the Post-Default Carve-Out, prior to the repayment in full of the
DIP Facility the termination of the Commitments, all payments (inclusive of
costs, expenses and fees) to be made by the Borrowers or the Operating Company
shall be made in accordance with the Budget or as otherwise set forth herein. 


                    (h)
The Borrowers and the Subsidiary Guarantors shall not spend any cash, including
cash collateral and Available Cash, except as approved pursuant to the Budget. 


               SECTION
8.1.4 Business Plan. 


                    (a)
The Borrowers shall have delivered the Business Plan to the Administrative
Agent. 


                    (b)
Each Borrower and Subsidiary Guarantor shall operate its respective business
and conduct its respective operations in accordance with the Business Plan, as
approved by the Administrative Agent. 


               SECTION
8.1.5 Carve-Out. The Carve-Out shall be reflected in (but not limited
by) the Budget. 


                    (a)
On the day on which a Carve-Out Trigger Notice is given to the Borrowers, the
Borrowers shall fund a segregated account (the “Post-Default Carve-Out Account”) in an aggregate amount equal
to $2,250,000 plus the actual amount of incurred and unpaid fees and expenses
of Professionals incurred by the Debtors and any official committee appointed
in the Cases prior to the date of the delivery of the Carve-Out Trigger Notice,
whether or not in excess of the budgeted amount for such fees and expenses of
Professionals through such date (the “Post-Default
Carve-Out”). 


                    (b)
Amounts on deposit in the Post-Default Carve-Out Account shall be used solely
to satisfy the fees and expenses of Professionals incurred by the Debtors and
any official committee appointed in the Cases arising under the Post-Default
Carve-Out and the balance in the Post-Default Carve-Out Account shall not be
available to pay the principal amount of the Loans or to pay any prepetition or
other post-petition obligations until such time as the fees and expenses of
Professionals incurred by the Debtors and any official committee appointed in
the Cases arising under the Carve-Out and the Post-Default Carve-Out shall have
been paid in full, notwithstanding any purported or asserted Lien, claim or
right to such balance. 


                    (c)
Nothing herein shall constitute a waiver by the Prepetition Agent, the
Prepetition Lenders, the Administrative Agent or the Lenders of their rights to
object to the 


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fees and
expenses of any Professional retained by the Debtors or an official committee
appointed in the Cases, all such rights being specifically reserved. 


                    (d)
Notwithstanding the foregoing, the DIP Facility, all cash, cash collateral and
Available Cash, the Carve-Out and the Post-Default Carve-Out (including any
proceeds on deposit in the Post-Default Carve-Out Account) shall not be
available for any fees or expenses incurred by any party, including any Debtor
or any official committee appointed in the Cases, or its or their
Professionals, in connection with the initiation or prosecution of any claims,
causes of action, adversary proceedings, contested matter, objection, other
litigation or discovery against any of the Prepetition Agent, the Prepetition
Lenders, the Administrative Agent, the Lenders, or their advisors, agents or
subagents, including, without limitation, challenging the amount, validity,
perfection, priority or enforceability of, or asserting any defense,
counterclaim or offset to, the Obligations and the Liens and claims granted
hereunder in favor of the Prepetition Agent, the Prepetition Lenders, the
Administrative Agent and the Lenders. 


               SECTION
8.1.6 Continued Effectiveness of Licenses. Except as set forth in Item
8.1.6 of the Disclosure Schedule, the Gaming License, liquor license(s) and
legal authority to conduct gaming from the MGCB or the City shall continue to
be effective. 


               SECTION
8.1.7 Maintenance of Properties; Operation; Reserves. Greektown Holdings
and its Subsidiaries will maintain, preserve, protect and keep the portion of
the Surplus Parcels and the Permanent Casino Complex owned or leased by it or
them in good repair, working order and condition (ordinary wear and tear
excepted), and make necessary and proper repairs, renewals and replacements so
that its business carried on in connection therewith may be properly conducted
at all times. Greektown Holdings and its Subsidiaries (other than Greektown
Corporation) will operate the portion of the Permanent Casino Complex owned
and/or leased by it or them in a manner consistent in all material respects
with the Development Agreement. Greektown Holdings and its Subsidiaries shall
maintain adequate working capital reserves and other reserves as set forth in
the Budget. 


               SECTION
8.1.8 Insurance. 


                    (a)
Greektown Holdings and each of its Subsidiaries shall maintain the insurance
required under the Prepetition Credit Agreement and the Required Insurance and
shall comply in all material respects with the Insurance Requirements. 


                    (b)
The Borrowers agree to maintain (or cause each of their Subsidiaries to
maintain), with financially sound and reputable insurers, insurance (including,
without limitation, professional liability insurance, commercial general
liability insurance, automobile liability insurance, workers compensation
insurance, disability benefits insurance, umbrella/excess liability insurance,
builder’s all risk and pollution liability insurance) with respect to
liabilities, losses or damage in respect of the Surplus Parcels, the Permanent
Casino Complex, the assets, properties and businesses of the Borrowers and each
of their Subsidiaries, as may from time to time customarily be carried or
maintained under similar circumstances by companies of established reputation
engaged in similar construction projects and similar businesses, in each case
in such amounts, with such deductibles, covering such risks and 


-65-





otherwise on
such terms and conditions as shall be customary for casinos and companies
similarly situated in the industry (such insurance, the “Required Insurance”). 


               SECTION
8.1.9 Books and Records. Greektown Holdings and each of its Subsidiaries
shall maintain adequate books, accounts and records with respect to the Surplus
Parcels, the Permanent Casino Complex and the other property owned by it in
compliance in all material respects with the regulations of any Governmental
Instrumentality having jurisdiction thereof and, with respect to financial
statements, in accordance with GAAP. Subject to Michigan Gaming Laws, Greektown
Holdings and each of its Subsidiaries shall permit (at the Borrowers” sole cost
and expense) employees, agents and accountants of the Administrative Agent at
any reasonable times and upon reasonable prior notice to inspect the Surplus
Parcels, the Permanent Casino Complex, and the other property owned by it, to
examine or audit all of the books, accounts and records pertaining or related
thereto or to Greektown Holdings and its Subsidiaries, to make copies and
memoranda thereof and, with respect to any Environmental Matters, to perform
any tests or studies and prepare any reports reasonably required by the
Administrative Agent. So long as no Event of Default has occurred and is
continuing, the Borrowers shall not be obligated to pay for more than one
inspection, examination and audit requested by the Administrative Agent during
each calendar quarter. 


               SECTION
8.1.10 Environmental. Greektown Holdings and each of its Subsidiaries
will: 


                    (a)
use and operate the Surplus Parcels and the Permanent Casino Complex in
material compliance with all Environmental Laws, keep all necessary Permits relating
to environmental matters in effect and remain in material compliance therewith,
and handle all Hazardous Substances thereat in material compliance with all
applicable Environmental Laws; 


                    (b)
promptly notify the Administrative Agent and provide copies upon receipt of all
material written claims, complaints, notices or inquiries relating to potential
liability under or non-compliance with, Environmental Laws in connection with
the Surplus Parcels and the Permanent Casino Complex, and shall promptly
resolve or diligently undertake to resolve any material non-compliance with
Environmental Laws and keep its property free of any Lien imposed by any
Environmental Law; and 


                    (c)
provide such information and certifications which the Administrative Agent may
reasonably request from time to time to evidence compliance with this Section
8.1.10. 


               SECTION
8.1.11 Additional Collateral. Greektown Holdings shall and shall cause
its Subsidiaries to cause the Administrative Agent to have at all times a first
priority perfected security interest (subject only to Permitted Liens) in all
of the property (real and personal) owned from time to time by Greektown
Holdings or any of its Subsidiaries to the extent the same constitutes or would
constitute “Security” under the Loan Documents. Without limiting the generality
of the foregoing, Greektown Holdings shall and shall cause its Subsidiaries to
execute, deliver and/or file (as applicable) or cause to be executed, delivered
and/or filed (as applicable), pledge agreement(s), the security agreement(s),
mortgages, Uniform 


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Commercial
Code (Form UCC-1) financing statements, Uniform Commercial Code continuation
statements, Uniform Commercial Code termination statements, and other
documentation necessary to grant and perfect such security interest, in each
case in form and substance satisfactory to the Administrative Agent. 


               SECTION
8.1.12 Use of Proceeds. The Borrowers shall apply the proceeds of the
Credit Extensions: 


                    (a)
in the case of Term A Loans, to repay all outstanding obligations under the
Original DIP Credit Agreement on the Effective Date; and 


                    (b)
in the case of the Delayed Draw Loans, to make capital contributions to the
Operating Company which the Operating Company will use in accordance with the
Budget as approved by the Administrative Agent. 


               SECTION
8.1.13 Repayment of Indebtedness. The Borrowers shall repay or cause to
be repaid all Indebtedness due under this Agreement and the other Loan
Documents in accordance with the terms hereof and thereof, as the case may be.
In the case of any Indebtedness of Greektown Holdings or its Subsidiaries under
any of the Operative Documents which is not an Obligation and the repayment of
which is limited by any term of such Operative Documents, the Borrowers shall
repay or cause to be repaid such Indebtedness in accordance with such
limitation. 


               SECTION
8.1.14 Compliance with Legal Requirements. Except as set forth in Item
8.1.14 of the Disclosure Schedule, Greektown Holdings and each of its
Subsidiaries shall (x) own, maintain and operate the Surplus Parcels and the
Permanent Casino Complex in compliance in all material respects with all applicable
Legal Requirements, including the Permits, the Environmental Laws and Michigan
Gaming Laws and (y) procure, maintain and comply, or cause to be procured,
maintained and complied with, in all material respects, the Certificate of
Occupancy and all Permits required for any ownership, financing, maintenance or
operation of the Surplus Parcels and the Permanent Casino Complex or any part
thereof at or before the time each such Permit becomes necessary for the
ownership, financing, maintenance or operation thereof, as the case may be, as
contemplated by the Operative Documents, except that Greektown Holdings and its
Subsidiaries may, at their expense, contest by appropriate proceedings
conducted in good faith the validity or application of any such Legal Requirements,
provided, however, that (1) none of the Administrative Agent, any of the
Lenders, Greektown Holdings, its Subsidiaries, Kewadin, Monroe or the Authority
would be subject to any liability for failure to comply therewith, (2) all
proceedings to enforce such Legal Requirements against the Administrative
Agent, the Lenders, Greektown Holdings, its Subsidiaries, Kewadin, Monroe or
the Authority are effectively stayed during the entire pendency of such contest
and (3) the Permanent Casino Complex may be operated for its intended purpose.
Greektown Holdings and its Subsidiaries shall comply in all material respects
with the obligations of the Operating Company under the Development Agreement
in accordance with the terms thereof (subject to any waivers, amendments,
modifications, replacements or restatements thereof, in each case, as permitted
by this Agreement). 


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               SECTION
8.1.15 Security Interest in Newly Acquired Property. If Greektown
Holdings or any of its Subsidiaries shall at any time acquire any interest in
property not covered by the Loan Documents or enter into any material document
or agreement after the Effective Date, relating to the development,
construction, maintenance or operation of the Permanent Casino Complex, then promptly
upon such acquisition or execution such Person so acquiring or executing, as
the case may be, shall give notice thereof to the Administrative Agent and, if
requested by the Administrative Agent, shall or shall cause any Subsidiaries of
such Person to execute, deliver and record a supplement to the Loan Documents,
reasonably satisfactory in form and substance to the Administrative Agent,
subjecting such interests to the Lien and security interests created by the
applicable Loan Documents (with the priority contemplated thereby in favor of
each Secured Party) and deliver to the Administrative Agent, on behalf of the
Secured Parties, Consents (with such changes thereto as are reasonably
acceptable to the Administrative Agent) with respect to the collateral
assignment of any such Project Document and shall supplement, modify and amend
all Schedules and Exhibits to this Agreement and all Project Documents, as
required by the Administrative Agent in its sole discretion, to reflect such
acquisition (each of which shall be in form and substance satisfactory to the
Administrative Agent in its sole discretion). 


               SECTION
8.1.16 Proper Legal Forms. Greektown Holdings and its Subsidiaries shall
take all action within their control required or advisable to ensure that each
of the Operative Documents is in proper form for the enforcement thereof. 


               SECTION
8.1.17 Preserving the DIP Collateral; Further Assurances. Greektown
Holdings and its Subsidiaries shall undertake all actions and execute all
further documents, financing statements, agreements and instruments which are
necessary or appropriate in the reasonable judgment of the Administrative Agent
and as required by the Michigan Gaming Laws or as may be required by other
applicable law to (x) effectuate the transactions contemplated by the Loan
Documents and in order to grant, preserve, protect and perfect the validity and
priority of the security interests created or intended to be created by the
Loan Documents; (y) maintain the Secured Parties’ respective security interests
under the Loan Documents in the DIP Collateral in full force and effect at all
times (including the priority thereof) and (z) preserve and protect the DIP
Collateral and protect and enforce such Person’s rights and title and the
respective rights of the Secured Parties to the DIP Collateral, including the
making or delivery of all filings and recordations (including filing UCC and
other financing statements and mortgages in form and substance satisfactory to
the Administrative Agent), the delivery to the Administrative Agent of all such
instruments and documents (including title insurance policies and lien
searches) as the Administrative Agent shall reasonably request to evidence
compliance with this Section, the payments of fees and other charges, the
issuance of supplemental documentation, the discharge of all claims or other
Liens (other than the Permitted Liens) adversely affecting the respective
rights of the Secured Parties to and under the DIP Collateral (except to the
extent same is being contested in good faith by appropriate governmental
proceedings promptly instituted and diligently contested, so long as (1) such
reserve or other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor and (2) in case of any
charge or claim which has or may become a Lien against any of the DIP
Collateral, such Lien shall be subject and subordinate in all respects to the
Liens held by the Administrative Agent (unless bonded) and such contested
proceedings conclusively operate to stay the sale of any portion of the DIP
Collateral to satisfy such charge or claim which has or may become a Lien
against any 


-68-





of the DIP
Collateral) and the publication or other delivery of notice to third parties.
The Borrowers and the Subsidiary Guarantors agree to provide such evidence as
the Administrative Agent shall reasonably request as to the perfection and
priority status of each such security interest and Lien. 


               SECTION
8.1.18 Application of Insurance and Condemnation Proceeds. 


                    (a)
As a material inducement to the Lenders to enter into this Agreement, if any
Event of Loss shall occur with respect to any Improvements on the Surplus
Parcels or the Permanent Casino Complex, or any part thereof, Greektown
Holdings and its Subsidiaries shall (x) promptly upon discovery or receipt of
notice thereof provide written notice thereof to the Administrative Agent, (y)
diligently pursue all its rights to compensation against all relevant insurers,
reinsurers and/or Governmental Instrumentalities, as applicable, in respect of
such event and (z) not, without consent of the Administrative Agent (which
consent shall not be unreasonably withheld or delayed), compromise or settle
any claim involving an amount in excess of $2,000,000 per claim. 


                    (b)
All awards, amounts, damages, compensation, payments, settlements and proceeds
(including instruments) in respect of any Event of Loss including the proceeds
of any insurance policy required to be maintained by Greektown Holdings or its
Subsidiaries hereunder and awards or settlements from any condemnation
(collectively, “Loss Proceeds”)
shall be applied as provided in this clause (b); subject, however, to the
applicable provisions of the Mortgage, the Realty Equity Mortgage, the TGCP
Mortgage, the Development Agreement and/or the Trappers Alley Lease. All Loss
Proceeds shall be paid and disbursed in accordance with the terms of Section
3.4 of the Mortgage. If any Loss Proceeds are paid directly to Greektown
Holdings, any of its Subsidiaries, Kewadin, Monroe or the Authority or any
Affiliate of any of the foregoing by any insurer, reinsurer, Governmental
Instrumentality or such other payor, (x) such Loss Proceeds shall be received
in trust for application in accordance with this Section, (y) such Loss
Proceeds shall be segregated from other funds of such Person and (z) if
required under Section 3.4 of the Mortgage, such Person shall pay (or,
if applicable, Greektown Holdings shall cause such Person to pay) such Loss
Proceeds over to the Administrative Agent in the same form as received (with
any necessary endorsement) for deposit in such account. 


               SECTION
8.1.19 Compliance with Project Documents. Except as set forth in Item
8.1.19 of the Disclosure Schedule, Greektown Holdings and its Subsidiaries
shall comply duly and promptly, in all material respects, with their
obligations, and enforce all of their respective rights, under all Project
Documents. 


               SECTION
8.1.20 Accountant’s Engagement Letter. At least annually after the
Effective Date, Greektown Holdings shall inform the independent certified
public accountant which it engaged to audit, prepare or review the financial
statements required to be delivered in accordance herewith in writing that the
primary intent of Greektown Holdings in retaining such accountant is to benefit
the Lenders. Greektown Holdings shall promptly deliver a copy of each such
letter to the Administrative Agent. 


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               SECTION
8.1.21 Available Cash. On or before the date that the report of
Available Cash is delivered to the Administrative Agent as required under clause
(e) of Section 8.1.1, the Borrowers shall deliver, together with such
report, all Excess Available Cash as set forth in such report to the
Administrative Agent, as applicable pursuant to Section 3.1.1(b). 


               SECTION
8.1.22 Estoppel Certificates. Within fifteen (15) Business Days after
request by the Administrative Agent, Greektown Holdings or the Operating
Company on its behalf shall request the City to deliver to the Administrative
Agent an estoppel certificate executed by the City and the EDC pursuant to Section
14.25 of the Development Agreement and shall thereafter use reasonable
efforts and diligence to cause delivery thereof by the City and the EDC. 


               SECTION
8.1.23 Cash Management. Subject to the Budget and Section 3.1, the
Borrowers and Subsidiary Guarantors shall maintain a cash management system
substantially identical to the cash management system that they maintained
immediately prior to the Petition Date, including but not limited to, the
maintenance of the accounts established in connection with the Prepetition
Credit Agreement and the related agreements. 


               SECTION
8.1.24 Cash Collateral Account. No later than February 1, 2010, each
Cash Collateral Account of the Borrowers and the Subsidiaries shall be subject
to a Cash Collateral Account Agreement, which shall be duly executed and
delivered by Authorized Representatives of the Borrowers and the Depository and
shall be in form and substance satisfactory to the Administrative Agent. The
Cash Collateral Accounts shall be subject to (a) a first priority perfected
Lien of the Administrative Agent for the benefit of the Lenders, and (b) the
sole dominion and control of the Administrative Agent. The Borrowers and the
Subsidiaries hereby agree that they shall not open any other deposit accounts,
unless they have delivered a written notice thirty (30) days prior to opening
such account, to the Administrative Agent. The Borrowers and Subsidiaries also
agree that such new deposit accounts shall be subject to a Cash Collateral
Account Agreement upon being opened, in accordance with the provisions hereof.


               SECTION
8.1.25 Compliance with Construction Documents. Except as set forth in Item
8.1.25 of the Disclosure Schedule, the Borrowers shall comply (and shall
cause each of their Subsidiaries to comply) duly and promptly, in all material
respects, with their obligations, and enforce all of their respective rights,
under all Construction Documents, except where the failure to comply or enforce
such rights, as the case may be, could not reasonably be expected to have a
Material Adverse Effect. 


               SECTION
8.1.26 Reorganization Matters. The Borrowers will submit to the
Administrative Agent all pleadings, motions, applications and judicial
information, in each case filed by or on behalf of the Borrowers or any
Subsidiary Guarantor with the Bankruptcy Court or provided by or to the Trustee
(or any information officer, examiner or interim receiver, if any, appointed in
any Case) or any Committee, at the time such document is filed with the
Bankruptcy Court, or provided by or, to the Trustee (or any information
officer, monitor or interim receiver, if any, appointed in any Case) or any
Committee. 


               SECTION
8.1.27 Restructuring Advisor. The Borrowers shall maintain the retention
of the Restructuring Advisor on terms and in a capacity vesting it with
authority over 


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the operations
of the Operating Company and the Borrowers that are acceptable to the
Administrative Agent. 


               SECTION
8.1.28 Preservation of Corporate Existence; Restrictions. Each Borrower
and Subsidiary Guarantor shall preserve and maintain its legal existence,
rights (charter and statutory), material licenses and franchises, except as
permitted by Section 8.2.11. 


               SECTION
8.1.29 Sharing of Information. The Administrative Agent shall have the
option, but not the obligation, to share all information delivered by the
Borrowers pursuant to Section 8.1 with the Prepetition Agent and the
Prepetition Lenders. 


               SECTION
8.1.30 Certificate of Occupancy. Except as set forth in Item 8.1.30
of the Disclosure Schedule, all Certificates of Occupancy existing on the date
of this Agreement and all other Certificates of Occupancy obtained after the
Effective Date shall be in full force and effect and, in the case of a
temporary Certificate of Occupancy, if such temporary Certificate of Occupancy
shall provide for an expiration date, such temporary certificate of occupancy
shall be renewed or extended no later than fifteen (15) days prior to the
applicable expiration date. 


               SECTION
8.1.31 Payment of Certain Fees and Expenses. Each Borrower and
Subsidiary Guarantor shall use their best efforts to pay, in full, in cash,
each of the fees and expenses set forth in Item 8.1.31 of the Disclosure
Schedule (the “Fees and Expenses”)
no later than February 1, 2010; provided,
however, that if the Borrowers
and Subsidiary Guarantors fail to make such payments by such date, the
Borrowers and the Subsidiary Guarantors shall pay such Fees and Expenses in
full, in cash, from Available Cash or from the proceeds of a Borrowing under
this Agreement no later than March 31, 2010. 


               SECTION
8.1.32 [Reserved]. 


               SECTION
8.1.33 Notices of Meetings. The Borrowers shall provide the
Administrative Agent with reasonable advance notice of all official meetings
that any Loan Party shall have with the MGCB or the City where the proposed
topic for discussion shall include any Loan Party’s compliance with the DIP
Credit Agreement or the Development Agreement. For the avoidance of doubt, an
official meeting shall not include any meeting which covers on-site regulatory
matters. 


               SECTION
8.1.34 [Reserved]. 


          SECTION
8.2. Negative Covenants. Each Borrower agrees with the Administrative
Agent and each Lender that, until all Commitments have terminated and all
Obligations have been indefeasibly paid and performed in full (other than
indemnification Obligations not then due and payable), Greektown Holdings and
its Subsidiaries will perform the obligations set forth in this Section 8.2.


               SECTION
8.2.1 Business Activities. Greektown Holdings will not engage in any
business activity except the ownership of the Operating Company Membership
Interests (with respect to Greektown Holdings), the ownership of the Equity
Interests of Greektown Corporation, and, together with Greektown Corporation,
the performance of the Obligations and such activities as are reasonably
incidental or substantially similar thereto. The Operating 


-71-





Company and
its Subsidiaries will not engage in any business activity, except the ownership
and operation of the Permanent Casino Complex or the Surplus Parcels (in the
case of the Operating Company or the Subsidiaries, as the case may be),
performing its obligations (in the case of the Operating Company) under the
Development Agreement and such activities as are reasonably incidental or
substantially similar thereto. 


               SECTION
8.2.2 Indebtedness. 


                    (a)
Greektown Holdings and its Subsidiaries will not, directly or indirectly,
create, incur, assume or suffer to exist or otherwise become or be liable in
respect of any Indebtedness or issue any shares of Preferred Stock, or be or
become liable as endorser, guarantor, surety or otherwise for any Indebtedness
of any other Person, or otherwise agree to provide funds for payment of the
obligations of another, or supply funds thereto or invest therein (except as
allowed under Section 8.2.5 hereof) or otherwise assure a creditor of
another against loss, or apply for or become liable to the issuer of a letter
of credit which supports an obligation of another, or subordinate any claim or
demand it may have to the claim or demand of any other Person, other than,
without duplication, the following: 


                              (i)
The Borrowers may incur Indebtedness in respect of the Credit Extensions; 


                              (ii)
Existing Indebtedness; 


                              (iii) Indebtedness
of the Operating Company incurred in connection with the Participating Leases;
and 


                              (iv)
Indebtedness of the Operating Company incurred in connection with the Insurance
Premium Agreement. 


                    (b)
With respect to its interest in Greektown Corporation, Greektown Holdings will
not directly or indirectly, create, incur, assume or suffer to exist or
otherwise become or be liable in respect of any Indebtedness secured by a Lien
against such interest other than Indebtedness secured by Liens in favor of the
Administrative Agent for the benefit of the Secured Parties. 


                    (c)
Accrual of interest, the accretion of the accreted value of principal and the
payment of interest in the form of additional Indebtedness will not be deemed
to be an incurrence of Indebtedness for purposes of this covenant. 


               SECTION
8.2.3 Liens. Neither Greektown Holdings nor its Subsidiaries shall
create, incur, assume or suffer to exist any Lien upon any of its property,
revenues or assets, whether now owned or hereafter acquired, or any proceeds,
income or profits therefrom, or assign or convey any right to receive income
therefrom, excluding, however, Permitted Liens. 


               SECTION
8.2.4 Consolidated EBITDAR; Minimum Liquidity. 


                    (a)
Greektown Holdings and its Subsidiaries will not, as of the close of any
calendar month, permit Consolidated EBITDAR (a) to be less than the amount set
forth 


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below in the
second column opposite such month and (b) on a cumulative basis commencing
January 1, 2010, to be less than the amount set forth below in the third column
opposite the last month in such period: 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Month ending on

 	
  

 	
 Consolidated EBITDAR

 (in $, on a monthly basis)

 	
  

 	
 Consolidated EBITDAR

 (in $, on a cumulative

 basis since January 1,

 2010)

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	

 


 
	
 January 31,
 2010

 	
  

 	
 3,800,000

 	
  

 	
 3,800,000

 	
  

 
	
 February 28,
 2010

 	
  

 	
 4,500,000

 	
  

 	
 8,300,000

 	
  

 
	
 March 31,
 2010

 	
  

 	
 5,800,000

 	
  

 	
 14,100,000

 	
  

 
	
 April 30,
 2010

 	
  

 	
 5,300,000

 	
  

 	
 19,400,000

 	
  

 
	
 May 31, 2010

 	
  

 	
 5,600,000

 	
  

 	
 25,000,000

 	
  

 
	
 June 30,
 2010

 	
  

 	
 5,000,000

 	
  

 	
 30,000,000

 	
  

 
	
 July 31, 2010

 	
  

 	
 5,800,000

 	
  

 	
 35,800,000

 	
  

 
	
 August 31,
 2010

 	
  

 	
 4,800,000

 	
  

 	
 40,600,000

 	
  

 
	
 September
 30, 2010

 	
  

 	
 4,500,000

 	
  

 	
 45,100,000

 	
  

 



                    (b)
Greektown Holdings and its Subsidiaries will not permit, at any time after the
Effective Date, the sum of (i) all Available Cash, (ii) Cash Equivalent
Investments of the Loan Parties permitted under Section 8.2.5 and (iii)
the aggregate unused amount of the Commitments in effect at such time, to be
less than $5,000,000 in the aggregate. For the avoidance of doubt, the calculation
of the forgoing amount shall not include any cash that is “floor cash”, “cage
cash” or otherwise considered to be located at the Permanent Casino Complex. 


               SECTION
8.2.5 Investments. Neither Greektown Holdings nor its Subsidiaries shall
make, incur, assume or suffer to exist any Investment in any other Person,
except the following investments by the Operating Company, as set forth in the
Budget: 


                    (a)
Cash Equivalent Investments; 


                    (b)
without duplication, Investments to the extent permitted as Indebtedness
pursuant to Section 8.2.2; 


                    (c)
without duplication, Investments permitted as Capital Expenditures pursuant to Section
8.2.7; 


                    (d)
Investments constituting (x) accounts receivable arising, (y) trade debt
granted or (z) deposits made in connection with the purchase price of goods or
services, in each case, in the ordinary course of business; 


                    (e)
Investments and contributions required under Section 3.5 of the
Development Agreement; 


provided,
however, that 


-73-







                    (f)
any Investment which when made complied with the requirements of clauses (w),
(x) or (y) of the definition of the term “Cash Equivalent Investment” may
continue to be held, notwithstanding that such Investment, if made thereafter,
would not comply with such requirements; and 


                    (g)
no Investment otherwise permitted by clauses (b), (c), or (f) shall be
permitted to be made if any Default has occurred and is continuing or would
result therefrom. 


               SECTION
8.2.6 Restricted Payments, etc. On and at all times after the date
hereof 


                    (a)
neither Greektown Holdings nor its Subsidiaries shall declare, pay or make any
dividend or distribution (in cash, property or obligations) on any Equity Interest
(now or hereafter outstanding) of Greektown Holdings or its Subsidiaries or on
any warrants, options or other rights with respect to any Equity Interests (now
or hereafter outstanding) of Greektown Holdings or its Subsidiaries (other than
dividends or distributions payable in its Equity Interests or warrants to
purchase its Equity Interests or splitups or reclassifications of its Equity
Interests into additional or other shares of its Equity Interests) or apply any
of its funds, property or assets to the purchase, redemption, sinking fund or
other retirement of any shares of any Equity Interests (now or hereafter
outstanding) of Greektown Holdings or its Subsidiaries, or warrants, options or
other rights with respect to any shares of any Equity Interests (now or
hereafter outstanding) of Greektown Holdings or its Subsidiaries; 


                    (b)
Except as set forth in the Budget, Greektown Holdings will not and will not
permit its Subsidiaries to 


                         (i)
make any payment or prepayment of principal of, or make any payment of interest
on, the Senior Notes or the Indebtedness under items (ii) and (iii) of
clause (a) of Section 8.2.2 or any subordinated debt; or 


                         (ii)
redeem, purchase or defease, the Senior Notes or the Indebtedness under items
(ii) or (iii) of clause (a) of Section 8.2.2 or any subordinated debt or
make any payment for purposes of funding any of the foregoing; 


 (the foregoing
prohibited acts referred to in clauses (a) and (b) being herein collectively
referred to as “Restricted Payments”);
provided, however, that 


                    (c)
notwithstanding the provisions of clause (a) above, Greektown Holdings shall be
permitted to cause the Operating Company to make Restricted Payments to Greektown
Holdings in the amount required to make the payments due under the Loan
Documents. 


               SECTION
8.2.7 Capital Expenditures etc. Neither Greektown Holdings nor its
Subsidiaries shall make or commit to make Capital Expenditures, other than the
Capital Expenditures in an aggregate amount not to exceed the Capital
Expenditures set forth in the Budget, plus $150,000. 


-74-





               SECTION
8.2.8 Rental Obligations. Neither Greektown Holdings nor its
Subsidiaries shall enter into at any time any arrangement which involves the
leasing by such Person from any lessor of any real or personal property (or any
interest therein), which does not create a Capitalized Lease Liability, except
(x) the leases disclosed in Item 7.9 of the Disclosure Schedule, (y) the
Existing Operating Leases and (z) other Operating Leases which are part of the
Budget, provided, however, that payments made or to be made by the Operating
Company with respect to Operating Leases, including the Existing Operating
Leases, shall not exceed the applicable amounts therefor set forth in the
Budget. 


               SECTION
8.2.9 Contracts; Take or Pay Contracts. The Borrowers shall not enter
into or be a party to any arrangement for the purchase of materials, supplies,
other property or services. Neither the Operating Company nor its Subsidiaries
shall enter into or be a party to any arrangement for the purchase of
materials, supplies, other property or services if such arrangement by its
express terms requires (other than default remedies under Construction
Documents) that payment be made by such Person regardless of whether such
materials, supplies, other property or services are in fact or can be required
to be delivered or furnished to it (other than with respect to remedies for
defaults under the Construction Documents). 


               SECTION
8.2.10 Management Agreement and Management Services Agreement. The
Borrowers shall not enter into or be a party to any management contract,
management services agreement or advisor agreement. Except as set forth in the
Budget, neither the Operating Company nor its Subsidiaries shall, enter into or
be a party to any management contract, management services agreement, advisor
agreement, any agreement covering FF&E or any other contract material to
the operation and management of the Surplus Parcels or the Permanent Casino
Complex. 


               SECTION
8.2.11 Consolidation; Merger, etc. Neither Greektown Holdings nor its
Subsidiaries shall liquidate or dissolve, consolidate with, or merge into or
with, enter into a joint venture or other combination with, any other Person,
or purchase or otherwise acquire any Person (by any means) all or substantially
all of the assets of any Person (or of any division thereof). 


               SECTION
8.2.12 Restrictions on Dispositions. Neither Greektown Holdings nor its
Subsidiaries shall, sell, transfer, lease, contribute or otherwise convey
(including by way of merger), or grant options, warrants or other rights with
respect to, any of its or their assets (including accounts receivable and
Capital Stock) to any Person (each such conveyance, an “Asset Sale”) without the prior written
consent of the Administrative Agent; provided,
however, that the Operating Company and its Subsidiaries may, without the prior
consent of the Administrative Agent, (x) make dispositions in the ordinary
course of its business, and (y) dispose of obsolete, worn out or surplus assets
or assets no longer used or useful in the business of the Operating Company or
its Subsidiaries, so long as (A) such disposition does not materially and
adversely affect the ability of the Operating Company or its Subsidiaries to
own and operate the Permanent Casino Complex in accordance with the Development
Agreement and this Agreement, (B) the consideration received for the
disposition thereof shall be in an amount at least equal to the fair market
value thereof as reasonably determined by the Administrative Agent and (D) in
the case of clause (y), such disposed property shall be replaced with other
property of substantially equal utility and a value at least substantially
equal to that of the replaced property 


-75-





when first
acquired and free from any Liens other than Permitted Liens and by such removal
and replacement the Operating Company and its Subsidiaries shall be deemed to
be part of the DIP Collateral. Each disposition set forth in the proviso of
this Section 8.2.12 shall constitute a “Permitted Asset Sale”. 


               SECTION
8.2.13 Modification of Project Documents, Material Contracts and Certain
Agreements. 


                    (a)
Neither Greektown Holdings nor its Subsidiaries shall, directly or indirectly,
enter into, amend, modify, terminate, supplement or waive a right under or
permit or consent to the amendment, modification, termination, supplement or
waiver of any of the provisions of, or grant any consent under the Project
Documents without the consent of the Administrative Agent; provided, however, that no such consent
shall be required with respect to any such amendment, modification or
supplement that (x) is non-material or (y) does not materially affect (i) the
value of the DIP Collateral, (ii) the ability of Greektown Holdings and its
Subsidiaries to perform in all material respects its and their obligations
under the Operative Documents and (iii) the ability of the Operating Company
and its Subsidiaries to own and operate the Permanent Casino Complex in the
manner owned and operated prior to any such amendment. If the Administrative
Agent withholds its consent with respect to any amendment for which its consent
is required hereunder, the Administrative Agent shall provide the Borrowers,
the Operating Company and the City with the reasons therefore in accordance
with Section 13.17.


                    (b)
Without the prior written consent of the Administrative Agent (not to be
unreasonably withheld or delayed), the Borrowers will not (and will cause each
of their Subsidiaries to not) directly or indirectly, enter into, amend,
modify, terminate, supplement or waive a right under or permit or consent to
the amendment, modification, termination, supplement or waiver of any of the
provisions of, or grant any consent under (w) any Permit, the effect of which
could reasonably be expected to have a Material Adverse Effect, or (x) any
other Material Contract, provided that prior written consent shall not be
required if such amendment, modification, termination, supplement or waiver has
a value less than Five Hundred Thousand ($500,000) Dollars. 


               SECTION
8.2.14 Transactions with Affiliates. The Borrowers shall not, sell,
lease, transfer or otherwise dispose of any of its properties or assets to, or
purchase any property or assets from, or enter into or make or amend any
transaction, contract, agreement, understanding, loan, advance or guarantee
with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”). Except as
disclosed in Item 8.2.14 of the Disclosure Schedule, neither the
Operating Company nor its Subsidiaries shall enter into, or be a party to, an
Affiliate Transaction without the prior written approval of the Administrative
Agent. The foregoing provisions will not apply to any payments, transfers or
dispositions pursuant to the following: (i) any employment, indemnification, non-competition
or confidentiality agreement entered into by the Operating Company or its
Subsidiaries in the ordinary course of business on terms customary in the
casino business; (ii) Restricted Payments permitted by the provisions of Section
8.2.6; and (iii) the payment of reasonable fees and expenses to members of
the Board of Managers or the Board of Directors, as the case may be, of
Greektown Holdings or its Subsidiaries who are not employees of Greektown
Holdings or its Subsidiaries. 


-76-





               SECTION
8.2.15 Negative Pledges, Restrictive Agreements, etc. Neither Greektown
Holdings nor its Subsidiaries shall, enter into any agreement (excluding,
however, this Agreement and any other Loan Document, governing any Indebtedness
prohibiting 


                    (a)
the creation or assumption of any Lien upon its properties, revenues or assets,
whether now owned or hereafter acquired; or 


                    (b)
the ability of Greektown Holdings or its Subsidiaries to amend or otherwise
modify any Operative Document. 


               SECTION
8.2.16 Sale and Leaseback. The Borrowers shall not enter into any
agreement or arrangement with one another or any other Person providing for the
leasing by it of any real or personal property. Neither the Operating Company
nor its Subsidiaries shall, enter into any agreement or arrangement with each
other or any other Person providing for the leasing by the Operating Company or
any such Subsidiary of real or personal property which has been or is to be
sold or transferred by the Operating Company or such Subsidiary, as the case
may be, to such other Person or to any other Person to whom funds have been or
are to be advanced by such Person on the security of such property or rental
obligations of such Borrower or such Subsidiary, as applicable. 


               SECTION
8.2.17 Capital Stock. The Authority shall not issue, transfer or sell
any Capital Stock of Kewadin or Monroe, neither Kewadin nor Monroe shall issue,
transfer or sell any Capital Stock of Greektown Holdings, and neither Greektown
Holdings nor its Subsidiaries shall issue, transfer or sell any Capital Stock
of its Subsidiaries (whether for value or otherwise) to any Person. 


               SECTION
8.2.18 Hazardous Substances. Neither Greektown Holdings nor its
Subsidiaries shall, release, emit or discharge into the environment any
Hazardous Substances in material violation of any Environmental Law, Legal
Requirement or Permit. 


               SECTION
8.2.19 No Other Powers of Attorney. Neither Greektown Holdings nor its
Subsidiaries shall, execute or deliver any agreement creating any Lien (other
than Permitted Liens), powers of attorney (other than powers of attorney for
signatories of documents permitted or contemplated by the Project Documents or
provided for in the Project Documents), or similar documents, instruments or
agreements, except to the extent such documents, instruments or agreements
comprise part of the Loan Documents. 


               SECTION
8.2.20 Creation of Subsidiaries. From and after the Effective Date, (a)
neither Greektown Holdings nor its Subsidiaries shall create any Subsidiary and
(b) Kewadin and Monroe shall not create any Subsidiary without the prior
consent of the Administrative Agent. 


               SECTION
8.2.21 Modification of MGCB Approval. Neither Greektown Holdings nor its
Subsidiaries shall, directly or indirectly, amend, modify, terminate,
supplement or waive a right under or permit or consent to the amendment,
modification, termination, supplement or waiver of any of the provisions of, or
grant any consent under the MGCB Approval without the prior consent of the
Administrative Agent; provided,
however, that no such consent shall be required with respect to any such
amendment, modification or supplement if (x) such amendment, modification or
supplement is non-material or (y) after giving effect thereto, 


-77-





the MGCB
Approval, as so amended, modified or supplemented, as the case may be (i) is at
least as favorable to Greektown Holdings, its Subsidiaries and all other Persons
to which the MGCB Approval is applicable as it was prior to such amendment and
(ii) does not materially affect (a) the value of the DIP Collateral, (b) the
ability of Greektown Holdings and its Subsidiaries to perform in all material
respects its and their obligations under the Operative Documents, and (c) the
ability of the Operating Company and its Subsidiaries to own and operate the
Permanent Casino Complex in the manner owned and operated prior to any such
amendment. 


               SECTION
8.2.22 Modification of Senior Notes or the Senior Notes Indenture.
Neither Greektown Holdings nor its Subsidiaries shall, (i) directly or
indirectly, amend, modify, terminate, supplement or waive a right under or
permit or consent to the amendment, modification, termination, supplement or
waiver of any of the provisions of, or grant any consent under the Senior
Notes, the Senior Notes Indenture or any other debt instrument subordinate to
the Loans, (ii) make any payment or prepayment of principal of, or make any payment
of interest on, the indebtedness thereunder regardless of when due or (iii)
redeem, purchase or defease the indebtedness thereunder, in each case, without
the prior consent of the Administrative Agent. 


               SECTION
8.2.23 Chapter 11 Claims. No Borrower shall, nor shall any Borrower
permit any of the Subsidiary Guarantors to, agree to, incur, create, assume,
suffer to exist or permit (a) any administrative expense, unsecured claim, or
other superpriority claim or Lien which is pari passu with or senior to the
claims or liens of the Secured Parties against the Loan Parties hereunder and
the Prepetition Secured Parties, or apply to the Bankruptcy Court for authority
to do so, except for the Carve-Out, the Post-Default Carve-Out or as otherwise
provided in the DIP Order or (b) any payment of pre-petition claims except as
authorized by order of the Bankruptcy Court. 


               SECTION
8.2.24 Orders. No Loan Party shall, nor shall any Loan Party permit any
of its subsidiaries to, make or permit to be made any change, amendment or
modification, or any application or motion for any change, amendment or
modification, to the Loan Documents or the DIP Order without the prior written
consent of the Administrative Agent and the Required Lenders. 


               SECTION
8.2.25 No Changes in Fiscal Year. The fiscal year of the Borrowers ends
on December 31 of each year; and the Borrowers shall not, nor shall it permit
any of the Subsidiary Guarantors to, change its fiscal year from its present
basis, unless the Administrative Agent shall have approved such change. 


ARTICLE IX


EVENTS OF DEFAULT


          SECTION
9.1. Listing of Events of Default. Each of the following events or
occurrences described in this Section 9.1 shall constitute an “Event of
Default”. 


               SECTION
9.1.1 Non-Payment of Obligations. The Borrowers shall default in the
payment or prepayment when due of 


                    (a)
[reserved];


-78-





                    (b)
any principal of or interest on any Loan, and, with respect to any Default in
the payment of interest, such Default shall continue unremedied for a period of
two (2) Business Days; or 


                    (c)
any fee described in Article III or any fee related to any other Obligation and
such Default shall continue unremedied for a period of two (2) days. 


               SECTION
9.1.2 Breach of Warranty. Any representation or warranty of Greektown
Holdings or any of its Subsidiaries made hereunder, in any other Loan Document
executed by any such Person or the Development Agreement or in any other
writing or certificate furnished by or on behalf of Greektown Holdings or its
Subsidiaries to the Administrative Agent or any Lender for the purposes of or
in connection with this Agreement or any such other Loan Document (including
any certificates delivered pursuant to Article V hereof) is or shall be
incorrect when made or deemed to have been made in any material respect and,
with respect to the Development Agreement, no Event of Default (as defined in
the Development Agreement) would result thereunder or Material Adverse Effect
could reasonably be expected to result therefrom. 


               SECTION
9.1.3 Non-Performance of Certain Covenants and Obligations. Either
Borrower, any of their Subsidiaries or any other Person named therein shall
default in the due performance and observance of any of its obligations and
under Sections 8.1.6, 8.1.12, 8.1.23, 8.1.24, 8.1.31 and 8.2 herein or Section
3.10 of the Development Agreement. 


               SECTION
9.1.4 Non-Performance of Other Covenants and Obligations. Greektown
Holdings or any of its Subsidiaries shall default in the due performance and
observance of any Loan Document executed by it, and such default (i) shall
continue unremedied for a period of thirty (30) days (or such other period of
time during which performance is required under the applicable Loan Document)
after notice thereof shall have been given to such Person and the Borrowers by
the Administrative Agent, or (ii) shall continue unremedied for a period of
fifteen (15) days in the case of defaults under Section 8.1.3. 


               SECTION
9.1.5 Default on Other Indebtedness. A post-petition default shall occur
in the payment when due, whether by acceleration or otherwise, of any
Indebtedness of Greektown Holdings or any of its Subsidiaries (other than
Indebtedness described in Section 9.1.1) in excess of $1,000,000, if the
effect of such default (a) is to accelerate the maturity of any such
Indebtedness or (b) such default shall continue unremedied for any applicable
period of time sufficient to permit the holder or holders of such Indebtedness,
or any trustee or agent for such holders, to cause or declare such Indebtedness
to become due and payable or to require such Indebtedness to be prepaid,
redeemed, purchased or defeased, or to cause an offer to purchase or redeem
such Indebtedness to be required to be made, prior to its expressed maturity,
or (c) results in such Indebtedness not being paid in full at the time of
maturity. 


               SECTION
9.1.6 Judgments. Any judgment or order entered after the Petition Date
with respect to a claim arising after the Petition Date for the payment of
money in excess of $10,000,000 individually or in the aggregate (excluding,
however, any amounts fully covered by insurance (less any applicable
deductible) or indemnification and as to which the insurer or the indemnifying
party, as the case may be, has acknowledged its responsibility to cover such 


-79-





judgment or
order) shall be rendered against Greektown Holdings, any of its Subsidiaries,
the Surplus Parcels or the Permanent Casino Complex, and such judgment shall
not have been vacated or discharged or stayed or bonded pending appeal within
forty-five (45) days after the entry thereof. 


               SECTION
9.1.7 Pension Plans. Any of the following events shall occur with
respect to any Pension Plan 


                    (a)
termination of a Pension Plan if, as a result of such termination, Greektown
Holdings, any of its Subsidiaries or any such member would reasonably be
required to make a contribution to such Pension Plan, or would reasonably
expect to incur a liability or obligation to such Pension Plan, in excess of
$5,000,000; or 


                    (b)
a contribution failure occurs with respect to any Pension Plan sufficient to
give rise to a Lien under section 302(f) of ERISA and such failure
continues for thirty (30) days or more. 


               SECTION
9.1.8 Change of Control. Any Change of Control shall occur. 


               SECTION
9.1.9 Bankruptcy Matters. Any of the following events shall occur: 


                    (a)
The filing of a motion or the entry of an order: (i) to obtain additional or
replacement financing under Section 364(c) or (d) of the Bankruptcy Code or
otherwise (including but not limited to the refinance, extension, renewal,
restructure, replacement or issuance of other Indebtedness in exchange or
replacement for the Loans or Commitments hereunder, in whole or in part) or not
otherwise permitted pursuant to the Loan Documents; (ii) to grant any Lien on
any DIP Collateral except as permitted hereunder and under the other Loan
Documents; (iii) except as provided in the DIP Order, to use cash collateral of
the Secured Parties under Section 363(c) of the Bankruptcy Code without the prior
written consent of the Administrative Agent or (iv) that reduces, sets-off or
subordinates the Obligations; or 


                    (b)
the filing by any Debtor of any plan of reorganization that is either
unsatisfactory to the Administrative Agent or that does not provide for
indefeasible payment in full and satisfaction of the Obligations as required
herein, on the effective date of such plan of reorganization; or 


                    (c)
the DIP Order shall be reversed, amended, supplemented, stayed, vacated or
otherwise modified (or any Debtor shall apply for authority to do so) without
the prior written consent of the Administrative Agent, or shall cease to be in
full force and effect or is stayed in any respect; or any Debtor fails to
perform any of its obligations under the DIP Order; or 


                    (d)
the dismissal of any Case, or the conversion of any Case from one under Chapter
11 to one under Chapter 7 of the Bankruptcy Code or any Debtor shall file a
motion or other pleading seeking the dismissal or conversion of any Case; or 


                    (e)
except the DIP Order, the entry of an order by the Bankruptcy Court granting
relief from or modifying the automatic stay of Section 362 of the Bankruptcy 


-80-





Code (i) to
allow any creditor or other third party to proceed against, execute upon or
enforce a Lien on, any material asset or assets of the Borrowers or Subsidiary
Guarantors, or (ii) with respect to any Lien of or the granting of any Lien on
any DIP Collateral to any state or local environmental or regulatory agency or
authority that would have a Material Adverse Effect or priority over any Lien
of the Lenders; or 


                    (f)
[reserved]; or 


                    (g)
[reserved]; or 


                    (h)
the entry of an order under Section 506(c) of the Bankruptcy Code surcharging
the DIP Collateral or the Prepetition Collateral; or 


                    (i)
the entry of an order in any of the Cases avoiding or requiring repayment of
any portion of the payments made on account of the Obligations; or 


                    (j)
the appointment of an interim or permanent trustee in any Case or the
appointment of a receiver, responsible officer or an examiner in any Case with
enlarged powers beyond the duty to investigate and report, as set forth in
Sections 1106(a)(3) and (4) of the Bankruptcy Code; or the sale without the
consent of the Administrative Agent, of all or substantially all of any
Borrower’s or any Subsidiary Guarantor’s assets (either through a sale under
Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization
in any Case, or otherwise), that does not provide for payment in full of the
Obligations and termination of the Lenders’ commitment to make Loans or other
extensions of credit hereunder; or 


                    (k)
the entry of an order in any of the Cases granting any other superpriority
administrative claim or Lien equal or superior to that granted to the
Administrative Agent, on behalf of itself and the Lenders (other than the Carve-Out,
the Post-Default Carve-Out and as expressly provided in the DIP Order), or any
Borrower or Subsidiary Guarantor shall file any pleading requesting such
relief; or 


                    (l)
the payment of pre-petition claims without court order; or 


                    (m)
the bringing or supporting of a motion or the filing of any plan of
reorganization or disclosure statement attendant thereto by any Borrower or
Subsidiary Guarantor seeking, or otherwise consenting to, any of the foregoing
in any of the Cases. 


               SECTION
9.1.10 Impairment of DIP Collateral, etc. Any Loan Document, or any Lien
granted thereunder, shall (except in accordance with its terms), in whole or in
part, terminate, cease to be effective or cease to be the legally valid,
binding and enforceable obligation of any Obligor party thereto or Greektown
Holdings or any of its Subsidiaries, any other Obligor shall, directly or
indirectly, repudiate any Loan Document or contest in any manner such
effectiveness, validity, binding nature or enforceability or, except as
permitted under any Loan Document, any Lien securing any Obligation shall, in
whole or in part, cease to be a perfected first priority Lien, subject only to
valid and senior construction Liens as set forth in Item 9.1.10 of the
Disclosure Schedule, except as otherwise permitted hereunder. 


-81-





               SECTION
9.1.11 Breach of Project Documents and Material Contracts. Except for
breaches and defaults that exist as of the Effective Date as are set forth in
the Disclosure Schedule, or as otherwise set forth in Section 9.1.3,
Greektown Holdings, its Subsidiaries or any other Person shall breach or
default under any term, condition, provision, covenant, representation or
warranty contained in any Project Document or other Material Contract to which
such Person is a party and such breach or default shall continue unremedied for
thirty (30) days after notice from the Administrative Agent to Greektown
Holdings, as applicable; provided,
however, that in the case of any Project Document or other Material Contract, 


                    (a)
 [Reserved], 


                    (b)
if the breach or default is reasonably susceptible to cure within ninety (90)
days but cannot be cured within such thirty (30) day period despite Greektown
Holdings (or its applicable Subsidiary) or such other Person’s, as the case may
be, good faith. and diligent efforts to do so, the cure period shall be
extended as is reasonably necessary beyond such thirty (30) day period (but in
no event longer than ninety (90) days) if remedial action reasonably likely to
result in cure is promptly instituted within such thirty (30) day period and is
thereafter diligently pursued until the breach or default is corrected; and 


                    (c)
if the breach is by a Person other than Greektown Holdings or any of its
Subsidiaries, then no Event of Default shall be deemed to have occurred as a
result of such breach if immediately upon such breach (but in no event more
than two (2) Business Days after the Borrowers become aware of such breach) the
Borrowers provide written notice thereof to the Administrative Agent and such
breach has not had and would not reasonably be expected to have a Material
Adverse Effect. 


               SECTION
9.1.12 Termination or Invalidity of Project Documents and Material
Contracts; Abandonment of Permanent Casino Complex. 


                    (a)
Except as set forth in Item 7.21 of the Disclosure Schedule, if any
Project Document or Material Contract shall have terminated, become invalid or
illegal, or otherwise ceased to be in full force and effect; provided, however, that no Event of
Default shall be deemed to have occurred as a result of such termination if
Greektown Holdings provides written notice to the Administrative Agent immediately
upon such termination (but in no event more than two (2) Business Days after
Greektown Holdings or any of its Subsidiaries becomes aware of such
termination) and such termination has not had and could not reasonably be
expected to result in a Material Adverse Effect; 


                    (b)
The Operating Company shall cease to own and lease all portions of the Surplus
Parcels, the Permanent Casino Complex and the Easements which are material and
necessary for the purpose of owning, maintaining and operating the Surplus
Parcels and the Permanent Casino Complex, in the manner contemplated by the
Development Agreement and this Agreement; 


                    (c)
The Operating Company and its Subsidiaries shall cease to own the portion of
the Permanent Casino Complex owned by each of them or the Easements which are
material and necessary for the purpose of owning, maintaining and operating
such portion of the 


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Permanent
Casino Complex or shall abandon the Permanent Casino Complex or the Surplus Parcels,
or otherwise cease operations of the Permanent Casino Complex as required under
the Development Agreement and this Agreement or shall sell or otherwise dispose
of its interest in the Permanent Casino Complex; or 


                    (d)
Greektown Holdings, any of its Subsidiaries, Monroe, Kewadin, the Authority or
the Tribe shall repudiate any of the Loan Documents or contest the validity
thereof. 


               SECTION
9.1.13 Government Authorizations. Any Permit necessary for the
ownership, maintenance, financing or operation of the Permanent Casino Complex
shall be lawfully modified, refused, rejected, suspended, revoked or canceled,
or allowed to lapse (including casino, gaming or gambling business) or a notice
of a material violation is issued under any Permit, by the issuing agency or
other Governmental Instrumentality having jurisdiction, or any proceeding is
commenced by any Governmental Instrumentality for the purpose of modifying,
suspending, revoking or canceling any Permit and such modification, refusal,
rejection, revocation or loss of such Permit or such notice of a material
violation or proceeding is reasonably likely to result in a Material Adverse
Effect. 


               SECTION
9.1.14 Gaming License; Liquor License. Any Gaming License or approval by
the MGCB covering the operation of the Permanent Casino Complex and the
Operating Company, expires without renewal, terminates without renewal or is
lawfully revoked or such Gaming License no longer exclusively covers the
Permanent Casino Complex, and such event could reasonably be expected to result
in a Material Adverse Effect. The MGCB Approval expires without renewal,
terminates without renewal or is lawfully revoked or any Gaming License is
transferred to another casino or the Borrowers or the Subsidiary Guarantors
otherwise lose the legal authority to conduct gaming from the MGCB or the City.
Any liquor license of the Borrowers or the Subsidiary Guarantors expires
without renewal, terminates without renewal or is lawfully revoked and such
expiration, termination or revocation in reasonably likely to result in the
inability to sell alcoholic beverages as sold at the Permanent Casino Complex
as of the Effective Date. 


               SECTION
9.1.15 Material Adverse Effect. The occurrence of a Material Adverse
Effect. 


               SECTION
9.1.16 Matters Relating to the Tribe. Failure of the Tribe at all times
prior to the indefeasible payment of the Obligations to be a federally
recognized Indian tribe or the assertion of any claim of sovereign or other
form of immunity to enforce or collect upon the Loan Documents (including,
without limitation, any claim of immunity from service of process, immunity
from jurisdiction of any court or tribunal, immunity from attachment of
property prior to entry of judgment and from attachment in aid of execution and
immunity from execution on a judgment). 


               SECTION
9.1.17 Breach of Approvals by the MGCB. If Greektown Holdings or any of
its Subsidiaries shall breach or default under any term, condition, provision,
covenant, representation or warranty contained in any applicable approval by
the MGCB, including, without limitation, the MGCB Approval, and such breach or
default shall continue unremedied 


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for any
applicable grace period provided in any such approval or, if no grace period is
provided, for two (2) Business Days from the date of such breach or default
unless, prior to the expiration of the applicable cure period, such breach or
default is irrevocably waived in writing by all of the other parties thereto. 


               SECTION
9.1.18 Application of Conservator Provisions under Michigan Gaming Law.
If for any reason whatsoever, any of the conservator provisions of the Michigan
Gaming Law are lawfully applied to Greektown Holdings, any of its Subsidiaries
or any of the property owned, leased or held by any of them. 


               SECTION
9.1.19 Forced Sale. If the MGCB shall lawfully order a forced sale of
any of the Borrowers, the Subsidiary Guarantors or the Project or any portion
thereof. 


               SECTION
9.1.20 Failure to Retain Restructuring Advisor. If the Borrowers fail to
retain the Restructuring Advisor in accordance with this Agreement. 


               SECTION
9.1.21 Matters Relating to the Authority. 


                    (a)
With respect to its interest in Kewadin, if the Authority shall directly or
indirectly, create, incur, assume or suffer to exist or otherwise become or be
liable in respect of any Indebtedness secured by a Lien against such interest
other than Indebtedness secured by Liens in favor of the Administrative Agent
for the benefit of the Secured Parties. 


                    (b)
With respect to its interest in Kewadin, if the Authority shall create, incur,
assume or suffer to exist any Lien upon such interest or any proceeds, income,
distributions or profits therefrom, or assign or convey any right to receive
proceeds, income distributions or profits therefrom, excluding, however, Liens
in favor of the Administrative Agent for the benefit of the Secured Parties. 


               SECTION
9.1.22 Matters Relating to Kewadin. 


                    (a)
With respect to its interest in Monroe and Greektown Holdings, if Kewadin shall
directly or indirectly, create, incur, assume or suffer to exist or otherwise become
or be liable in respect of any Indebtedness secured by a Lien against such
interest other than (i) Indebtedness secured by Liens in favor of the
Administrative Agent for the benefit of the Secured Parties or (ii)
Indebtedness secured by Liens in favor of Ted Gatzaros, Maria Gatzaros, Viola
Papas, Jim Papas, Arthur Blackwell, Christopher Jackson, Marvin Beatty, David
Akins, Jamal Harris, Robert Smith, George Evans, J.C. Douglas, Victoria Suane
Loomis, Harris & Associates 401(k) Plan, Barden Nevada or Barden Nevada
Gaming LLC. 


                    (b)
If Kewadin shall create, incur, assume or suffer to exist any Lien upon any of
its property, revenues or assets, whether now owned or hereafter acquired, or
any proceeds, income, distributions or profits therefrom, or assign or convey
any right to receive any proceeds, income, distributions or profits therefrom,
excluding, however, (i) Liens in favor of the Administrative Agent for the
benefit of the Secured Parties and (ii) Indebtedness secured by Liens in favor
of Ted Gatzaros, Maria Gatzaros, Viola Papas, Jim Papas, Arthur Blackwell,
Christopher Jackson, Marvin Beatty, David Akins, Jamal Harris, Robert Smith,
George Evans, 


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J.C. Douglas,
Victoria Suane Loomis, Harris & Associates 401 (k) Plan, Barden Nevada or
Barden Nevada Gaming LLC. 


               SECTION
9.1.23 Matters Relating to Monroe. 


                    (a)
With respect to its interest in Greektown Holdings, if Monroe shall directly or
indirectly, create, incur, assume or suffer to exist or otherwise become or be
liable in respect of any Indebtedness secured by a Lien against such interest
other than (i) Indebtedness secured by Liens in favor of the Administrative
Agent for the benefit of the Secured Parties or (ii) Indebtedness secured by
Liens in favor of Ted Gatzaros, Maria Gatzaros, Viola Papas or Jim Papas. 


                    (b)
If Monroe shall create, incur, assume or suffer to exist any Lien upon any of
its property, revenues or assets, whether now owned or hereafter acquired, or any
proceeds, income, distributions or profits therefrom, or assign or convey any
right to receive any proceeds, income, distributions or profits therefrom,
excluding, however, (i) Liens in favor of the Administrative Agent for the
benefit of the Secured Parties and (ii) Indebtedness secured by Liens in favor
of Ted Gatzaros, Maria Gatzaros, Viola Papas or Jim Papas. 


          SECTION
9.2. Action if Event of Default. If any Event of Default shall occur for
any reason, whether voluntary or involuntary, and be continuing, after
direction by the Required Lenders, the Administrative Agent shall, by written
notice to the Borrowers and the Subsidiary Guarantors, terminate the DIP
Facility, declare all or any portion of the outstanding principal amount of the
Loans and other Obligations to be due and payable or the Commitments (if not
theretofore terminated) to be terminated, whereupon the full unpaid amount of
such Loans and other Obligations which shall be so declared due and payable
shall be and become immediately due and payable, without further notice, demand
or presentment, or, as the case may be, the Commitments shall terminate; provided, however, that the entire
outstanding principal balance of all Loans shall become immediately due and
payable and the Delayed Draw Commitments shall automatically terminate without
any action by the Required Lenders, the Administrative Agent or otherwise, upon
(i) a sale, transfer or conveyance of all or a portion of the Surplus Parcels
or the Permanent Casino Complex, or (ii) the occurrence of an Event of Default
under Section 9.1.8 or Section 9.1.9. The Bankruptcy Court shall
retain exclusive jurisdiction with respect to all matters relating to the
exercise of rights and remedies under the DIP Facility, the DIP Order and with
respect to the Prepetition Collateral and the DIP Collateral. In addition to
the foregoing, after direction by the Required Lenders, the Administrative
Agent shall, without further notice of default, presentment or demand for
payment, protest or notice of non-payment or dishonor, or other notices or
demands of any kind, all such notices and demands being waived (to the extent
permitted by applicable law), exercise any or all rights and remedies at law or
in equity (in any combination or order that the Lenders may elect, subject to
the foregoing), including, without prejudice to the Lenders’ other rights and
remedies, the following: 


                    (a)
exercise the right (after providing five (5) Business Days’ prior notice to the
Borrowers and Subsidiary Guarantors and any statutory committee of the
occurrence of the DIP Facility Termination Date) to realize on all DIP
Collateral without the necessity of obtaining any further relief or order from
the Bankruptcy Court, subject to the right 


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of the
Borrowers and Subsidiary Guarantors to seek continuation of the automatic stay
during such five (5) Business Days’ period solely on the basis that no Event of
Default has occurred; 


                    (b)
suspend or terminate the Lenders’ obligation to make additional Borrowings, to
process requests by the Borrowers and to perform any other obligations of the
Lenders which are expressly subject to there not being a Default under this
Agreement shall be terminated; 


                    (c)
subject to any required approval of the MGCB and the terms and conditions of
the Development Agreement, make or do the same in such manner and to such
extent as the Lenders may deem necessary to protect the security hereof, the
Lenders being authorized to enter upon and take possession of the portion of
the Surplus Parcels and the Permanent Casino Complex for such purposes, and any
sums expended for such purposes shall become part of the Indebtedness evidenced
and secured by the Mortgage and the Realty Equity Mortgage, as applicable; 


                    (d)
commence, appear in and/or defend any action or proceedings purporting to
affect the DIP Collateral, and/or any additional or other security therefor,
the interests, rights, powers or duties of the Lenders hereunder, whether
brought by or against Greektown Holdings, its Subsidiaries or the Lenders; 


                    (e)
pay, purchase, contest or compromise any claim, debt, Lien, charge or
encumbrance that in the judgment of the Lenders may impair or reasonably appear
to impair the security of the Mortgage, the Realty Equity Mortgage and the TGCP
Mortgage, as applicable, or the other Loan Documents, the interests of the
Lenders or the rights, powers and/or duties of the Lenders hereunder and any
sums expended for such purposes shall become part of the Indebtedness evidenced
and secured by the Loan Documents; 


                    (f)
subject to any required approval of the MGCB and the terms and conditions of
the Development Agreement, the Lenders (and their nominee and/or designee) are
authorized either by themselves or by their agents or by a receiver appointed
by a court of competent jurisdiction, to enter into and upon and take and hold
possession of any portion or all of the Permanent Casino Complex, the Surplus
Parcels and/or the Improvements thereon, both real and personal, and exclude
Greektown Holdings, its Subsidiaries and all other Persons therefrom and
thereupon the Lenders (or their nominee or designee) may, (i) use, operate,
manage, control, insure, maintain, repair, restore and otherwise deal with all
and every part of the Permanent Casino Complex and the Surplus Parcels and
conduct business thereat, (ii) take possession of all materials, supplies,
tools, equipment and construction facilities and appliances located on the
Permanent Casino Complex and the Surplus Parcels, and perform any and all work
and labor existing at the time the Lenders (or their nominee and/or designee)
enter into possession of the Permanent Casino Complex and the Surplus Parcels,
and perform any and all work and labor necessary to operate and maintain the
Permanent Casino Complex and the Surplus Parcels, and all sums expended in so
doing, together with interest on such total amount at the rate set forth in Section
3.2.2, shall be repaid by the Borrowers to the Lenders upon demand and
shall be secured by the Loan Documents, (iii) employ watchmen to protect the
Permanent Casino Complex and the Surplus Parcels, (iv) make alterations,
additions, renewals, replacements and improvements to the Permanent Casino
Complex and the Surplus Parcels, (v) 


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exercise all
rights and powers of Greektown Holdings and its Subsidiaries with respect to
the Permanent Casino Complex and the Surplus Parcels, and pursuant to or under
the Development Agreement, the Operative Documents or any agreements relating
to the Permanent Casino Complex and the Surplus Parcels, whether in the name of
Greektown Holdings, its relevant Subsidiary or otherwise, including the right
to make, cancel, enforce or modify the Development Agreement or any agreements
relating to the Permanent Casino Complex and the Surplus Parcels, (vi) obtain
and evict tenants and other Persons, and demand, sue for, collect and receive
all earnings, revenues, rents, issues, profits and other income from the
Surplus Parcels and the Permanent Casino Complex and every part thereof, the
Development Agreement or any agreements relating to the Permanent Casino
Complex and the Surplus Parcels, and (vii) apply the receipts therefrom to the
payment of the Indebtedness evidenced and secured by the Loan Documents in
accordance with this Agreement, after deducting therefrom all expenses
(including reasonable attorneys’ fees and costs and expenses) incurred in
connection with the aforesaid operations and all amounts to pay the
Impositions, assessments, insurance and other charges in connection with the
Permanent Casino Complex and the Surplus Parcels, as well as just and
reasonable compensation for the services of the Administrative Agent, the
Lenders and their counsel, agents and employees; 


                    (g)
subject to any required approval of the MGCB and the terms and conditions of
the Development Agreement, exercise all rights and remedies under the Mortgage,
the Realty Equity Mortgage, the TGCP Mortgage and the other Loan Documents; 


                    (h)
institute an action, suit or proceeding in equity for the specific performance
by Greektown Holdings and its Subsidiaries of any covenant, condition, or
agreement contained herein or in any of the other Loan Documents; 


                    (i)
subject to the applicable requirements of the MGCB and the Development
Agreement, apply, for the appointment of a custodian, receiver, liquidator or
conservator of the Surplus Parcels and the Permanent Casino Complex without
regard for the adequacy of the security for the Indebtedness evidenced and
secured by the Loan Documents; 


                    (j)
set off and apply all monies on deposit in any account or any other monies of
Greektown Holdings or any of its Subsidiaries on deposit with the
Administrative Agent to the satisfaction of the Obligations under all of the
Loan Documents; and 


                    (k)
subject to any required approval of the MGCB and the terms and conditions of
the Development Agreement, exercise any and all rights and remedies available
to it under applicable law or any of the Operative Documents. 


Except as
otherwise set forth herein, all sums expended by the Lenders for any of the
purposes described above shall be deemed to have been advanced to the Borrowers
under and pursuant to the provisions of this Agreement, shall bear interest at
the rate of interest set forth in Section 3.2.2 and shall be secured by
the Mortgage, the Realty Equity Mortgage, the TGCP Mortgage and the other DIP
Collateral; provided, however,
the Borrowers shall have the right to challenge the amount of such sums. The
Administrative Agent or the Lenders (or their nominee or designee) may at any
time discontinue any action or remedy commenced by it or them, as the case may
be, or change any course of action undertaken by it or them, and in such event,
the 


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Administrative
Agent and the Lenders (or their nominee or designee) shall not be bound by any
requirements or limitations of time contained in the Mortgage, the Realty
Equity Mortgage, the TGCP Mortgage or the other Loan Documents. For the
foregoing purposes, Greektown Holdings and its Subsidiaries, to the fullest
extent permitted by law, hereby constitutes and appoints the Administrative
Agent (or its nominee or designee) as the true and lawful agent, and
attorney-in-fact of each such Person with full power of substitution and hereby
empowers the Administrative Agent (and its nominee or designee) to take such
action and require such performance as it deems necessary or desirable. This
agency and power of attorney shall be deemed to be coupled with an interest and
shall be irrevocable. 


ARTICLE X


THE AGENTS


          SECTION
10.1. Designation of the Agents. Each Lender hereby makes the following
designations: 


                    (a)
Each Lender hereby designates Jefferies to act as the Administrative Agent
under and for purposes of this Agreement and the other Loan Documents and authorizes
Jefferies, in its capacity as the Administrative Agent, to act on behalf of such
Lender under this Agreement and the other Loan Documents. Subject to the terms
and conditions hereof, Jefferies accepts such appointment and agrees to act as
the Administrative Agent on behalf of the Lenders and to perform the duties of
the Administrative Agent in accordance with the provisions of this Agreement
and the other Loan Documents. Each Lender hereby designates Goldman Sachs to
act as the Syndication Agent under and for purposes of this Agreement and the
other Loan Documents and authorizes Goldman Sachs, in its capacity as the
Syndication Agent, to act on behalf of such Lender under this Agreement and the
other Loan Documents. Subject to the terms and conditions hereof, Goldman Sachs
accepts such appointment and agrees to act as the Syndication Agent on behalf
of the Lenders and to perform the duties of the Syndication Agent in accordance
with the provisions of this Agreement and the other Loan Documents. In
performing its functions and duties hereunder, each Agent shall act solely as
an agent of the Lenders and does not assume and shall not be deemed to have
assumed any obligation towards or relationship of agency or trust with or for
the Borrowers or any of their Subsidiaries. The use of the term “agent” herein
and in the other Loan Documents with reference to any Agent is not intended to
connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of applicable law. Instead, such term is used merely as a
matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties. Each
Lender agrees that each Agent, at its option, may delegate its duties, rights
and powers, and that each sub-agent shall implement all such duties, rights and
powers on behalf of such Agent, that are required of such Agent, as the case
may be, on behalf of the Lenders. Each Agent and such sub-agent may perform any
and all of their duties and exercise their rights and powers through their
respective Affiliates, directors, officers, employees, agents and advisors. The
exculpatory provisions of Section 10.3 shall apply to such sub-agent and
each such Affiliate, director, officer, employee, agent and advisor and to
their respective activities. Each Agent may replace such sub-agent upon consent
of the Required Lenders and the exculpatory provisions of Section 10.3
shall apply to such replacement sub-agent. 


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                    (b)
Each Lender authorizes the Administrative Agent to act on behalf of such Lender
under this Agreement and the other Loan Documents and, in the absence of other
written instructions from the Required Lenders received from time to time by
the Administrative Agent (with respect to which the Administrative Agent agrees
that it will comply, except as otherwise provided in this Section or as
otherwise advised by counsel in order to avoid contravention of applicable
law), to exercise such powers hereunder and thereunder as are specifically
delegated to or required of the Administrative Agent, by the terms hereof and
thereof, together with such powers as may be reasonably incidental thereto. 


                    (c)
Each Lender hereby indemnifies (which indemnity shall survive any termination
of this Agreement) each Agent, pro rata according to such Lender’s Percentage,
from and against any and all liabilities, obligations, losses, damages, claims,
costs or expenses of any kind or nature whatsoever which may at any time be
imposed on, incurred by, or asserted against such Agent, in any way relating to
or arising out of this Agreement or the other Loan Documents, including
reasonable attorneys’ fees, consultants’ fees and as to which such Agent is not
reimbursed by or on behalf of the Borrowers; provided,
however, that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, claims, costs or expenses (i) which
are determined by a court of competent jurisdiction in a final proceeding to
have resulted solely from the gross negligence or willful misconduct of such Agent,
or (ii) which arise from the failure of another Lender to make its portion of
the Commitment Amount available or to advance such Lender’s Percentage of any
Loans to be made to the Borrowers (in which case such other Lender shall have
responsibility for indemnification therefor). Neither Agent shall be required
to take any action hereunder or under any other Operative Document, or to
prosecute or defend any suit in respect of this Agreement or any other
Operative Document, unless such Agent is indemnified hereunder to its
satisfaction. If any indemnity in favor of an Agent shall be or become, in the
respective determination of such Agent, inadequate, such Agent may call for
additional indemnification from the Lenders and cease to do the acts indemnified
against hereunder until such additional indemnity is given. 


          SECTION
10.2. Funding Reliance, etc. Unless the Administrative Agent shall have
been notified by telephone, confirmed in writing, by any Lender by 5:00 p.m.,
New York City time, on the Business Day prior to a Borrowing that such Lender
will not make available the amount which would constitute its Percentage of
such Borrowing on the date specified therefor, the Administrative Agent may
assume that such Lender has made such amount available to the Administrative
Agent and, in reliance upon such assumption, make available to the Borrowers a
corresponding amount. If and to the extent that such Lender shall not have made
such amount available to the Administrative Agent, such Lender and the Borrowers
severally agree to repay the Administrative Agent forthwith on demand such
corresponding amount, together with interest thereon, for each day from the
date the Administrative Agent made such amount available to the Borrowers to
the date such amount is repaid to the Administrative Agent, at the interest
rate applicable at the time to Loans comprising such Borrowing (in the case of
the Borrowers) and at the Federal Funds Rate (in the case of a Lender, for the
first two (2) Business Days after which such amount has not been repaid) and
thereafter at the interest rate applicable to Loans comprising such Borrowing.
Nothing in this Section shall affect or impair the rights or remedies of the
Borrowers against such Lender so long as such amount and interest, if any, has
been repaid by the Borrowers to the Administrative Agent. 


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          SECTION
10.3. Exculpation. No Agent shall have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the
foregoing no Agent or any of such Agent’s directors, officers, employees or
agents (i) shall be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, (ii) shall have
any duty to take any discretionary action or exercise any discretionary powers,
except discretionary rights and powers expressly contemplated hereby the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other Lenders as shall be required by Section 13.1), (iii)
except as expressly set forth herein, shall have any duty to disclose, and
shall not be liable for failure to disclose any information relating to
Greektown Holdings or any of its Subsidiaries that is communicated to or
obtained by the Person serving as an Agent or any of such Agent’s Affiliates,
(iv) shall be liable for any action taken by the such Agent with the consent or
at the request of the Required Lenders (or such other number of Lenders as
shall be required by Section 13.1), (v) shall be deemed to have
knowledge of any Default unless and until written notice thereof is given to
the Administrative Agent by Greektown Holdings, any of its Subsidiaries or a
Lender, (vi) shall be liable to any Lender for any action taken or omitted to
be taken by it under this Agreement or any other Loan Document, or in
connection herewith or therewith, except for such Agent’s own willful
misconduct or gross negligence, as determined by a final, non-appealable
judgment of a court of competent jurisdiction, (vii) shall be responsible for
any recitals or warranties herein or therein, nor for the effectiveness,
enforceability, validity or due execution of this Agreement or any other Loan
Document, (viii) shall be responsible for the creation, perfection or priority
of any Liens purported to be created by any of the Loan Documents, (ix) shall
be responsible for the validity, genuineness, enforceability, existence, value
or sufficiency of any collateral security or (x) shall have any duty to make
any inquiry respecting the performance by Greektown Holdings or any of its
Subsidiaries of its obligations hereunder or under any other Loan Document. Any
inquiry which may be made by any Agent shall not obligate such Agent to make
any further inquiry or take any action. Each Agent shall be entitled to rely
upon advice of counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which such Agent believes to be genuine and
to have been presented by a proper Person. 


          SECTION
10.4. Successors. Each Agent may resign as such at any time upon at
least fifteen (15) Business Days’ prior notice to the Borrowers and the
Lenders. If any Agent at any time shall resign, the Required Lenders may, after
consultation with Greektown Holdings (but only if no Default then exists
hereunder) and subject to any required approval of the MGCB and the terms and
conditions of the Development Agreement, appoint another Lender as a successor
to such Agent which shall thereupon become such Agent hereunder. If no successor
for such Agent shall have been so appointed by the Required Lenders, and shall
have accepted such appointment, within fifteen (15) Business Days after the
retiring Agent’s giving notice of resignation, then the retiring Agent may, on
behalf of the Lenders and after consultation with Greektown Holdings (such
consultation being required only if no Default then exists hereunder) and
subject to any required approval of the MGCB and the terms and conditions of
the Development Agreement, appoint a successor to act in the capacity of such
retiring Agent which shall be one of the Lenders or a commercial lending
institution organized under the laws of the U.S. (or any State thereof) or a
U.S. branch or agency of a commercial lending institution and having (x) a
combined capital and surplus of at least $250,000,000 and (y) a credit rating
of “A” or better by S&P or a comparable rating by Moody’s; provided, however, that if, after
expending all reasonable commercial efforts, such retiring Agent is unable to
find a commercial lending 


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institution
which is willing to accept such appointment and which meets the qualifications
set forth in item (y), such retiring Agent shall be permitted to appoint
as its successor from all available commercial lending institutions willing to
accept such appointment such institution having the highest credit rating of
all such available and willing institutions. Upon the acceptance of any
appointment by a successor Agent hereunder, such successor Agent shall be
entitled to receive from the retiring Agent such documents of transfer and
assignment as such successor Agent may reasonably request, and shall thereupon
succeed to and become vested with all rights, powers, privileges and duties of
such retiring Agent and the retiring Agent shall be discharged from its duties
and obligations under this Agreement. After any retiring Agent’s resignation,
the provisions of 


                    (a)
this Article X shall inure to its benefit as to any actions taken or omitted to
be taken by such retiring Agent while it was Administrative Agent or
Syndication Agent under this Agreement, as applicable; and 


                    (b)
Section 13.3 and Section 13.4 shall continue to inure to its
benefit. 


          SECTION
10.5. Loans by Each Agent. Each Agent shall have the same rights and
powers with respect to the Credit Extensions made by it or any of its
Affiliates as any other Lender and may exercise the same as if it were not an
Agent hereunder. Each Agent and its Affiliates may accept deposits from, lend
money to, and generally engage in any kind of business with Greektown Holdings,
it’s Subsidiaries, Kewadin, Monroe, the Authority, the Tribe or any Subsidiary
or Affiliate thereof as if such Person was not an Agent hereunder. 


          SECTION
10.6. Credit Decisions. Each Lender acknowledges that it has,
independently of the Agents and each other Lender, and based on such Lender’s
review of the financial information of Greektown Holdings, its Subsidiaries,
this Agreement, the other Loan Documents (the terms and provisions of which
being satisfactory to such Lender) and such other documents, information and
investigations as such Lender has deemed appropriate, made its own credit
decision to extend its Commitments. Each Lender also acknowledges that it will,
independently of the Agents and each other Lender, and based on such other
documents, information and investigations as it shall deem appropriate at any
time, continue to make its own credit decisions as to exercising or not
exercising from time to time any rights and privileges available to it under
this Agreement or any other Loan Document. Notwithstanding the foregoing or
anything else to the contrary herein, with respect to any Default hereunder, no
Lender shall exercise any independent rights, remedies or options against
Greektown Holdings or any of its Subsidiaries (other than pursuant to Section
4.5) hereunder or any other action that is not pursuant to the Loan
Documents. 


          SECTION
10.7. Copies, etc. The Administrative Agent shall give prompt notice to
each Lender of each notice or request required or permitted to be given to the
Administrative Agent by or on behalf of the Borrowers pursuant to the terms of
this Agreement and the other Loan Documents (unless concurrently delivered to
the Lenders by or on behalf of the Borrowers). The Administrative Agent will
distribute to each Lender each document or instrument received for its account
and copies of all other communications received by the Administrative Agent
from or on behalf of the Borrowers for distribution to the Lenders by the
Administrative Agent in accordance with the terms of this Agreement or any
other Loan Document. 


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          SECTION
10.8. Consultants and Reports. 


                    (a)
The Administrative Agent, in its sole discretion, may from time to time appoint
independent consultants, including but not limited to, financial advisors, as
the Administrative Agent may choose (the “Independent
Consultants”). As soon as practicable, notice of the appointment of
any such Independent Consultant shall be given by the Administrative Agent to
Greektown Holdings. All reasonable fees and expenses of the Independent
Consultants shall be paid by or on behalf of the Borrowers. 


                    (b)
Each of the Independent Consultants shall be contractually obligated to the
Administrative Agent to carry out the activities requested by the
Administrative Agent. Greektown Holdings and each of its Subsidiaries
acknowledges that it will not have any cause of action or claim against any
Independent Consultant resulting from any decision made or not made, any action
taken or not taken or any advice given by such Independent Consultant in the
due performance in good faith of its duties except for the gross negligence and
willful misconduct of the Independent Consultant; provided, however, the foregoing standard of care shall not
affect the standard of care which is required under any letter or agreement
pursuant to which an Independent Consultant was engaged or the rights, remedies
and options of the Lenders under any such letter or agreement. 


               SECTION
10.8.2 Co-Lead Arrangers, Co-Bookrunners and Syndication Agent. The
Co-Lead Arrangers, Co-Bookrunners and Syndication Agent hereunder shall not
have any right, power, obligation, liability, responsibility or duty under this
Agreement (or any other Loan Document) other than those applicable to it in its
capacity as a Lender to the extent it is a Lender hereunder. Without limiting
the foregoing, the Lender so identified as a “Co-Lead Arranger”,
“Co-Bookrunner” or “Syndication Agent” shall not have or be deemed to have any
fiduciary relationship with any Lender. Each Lender acknowledges that it has
not relied, and will not rely, on the Lender so identified as a “Co-Lead Arranger”,
a “Co-Bookrunner” or a “Syndication Agent” in deciding to enter into this
Agreement and each other Loan Document to which it is a party, or in taking or
not taking action hereunder or thereunder. 


ARTICLE XI


DIP COLLATERAL


          SECTION
11.1. Grant of Liens; Collateral. 


                    (a)
Subject to the Carve-Out and the Post-Default Carve-Out, pursuant to Bankruptcy
Code Section 364(c)(1) the Administrative Agent and the Secured Parties have
been granted a superpriority administrative claim over any and all
administrative claims of the type specified in Bankruptcy Code Section 503(b)
and 507(b). As collateral for the Loans and security for the full and timely
payment and performance of all Obligations when due (whether at stated
maturity, by acceleration or otherwise), the Administrative Agent, for the
benefit of the Secured Parties, is hereby granted (i) pursuant to Section
364(c)(2) of the Bankruptcy Code, a perfected first priority Lien on all assets
of the Borrowers and Subsidiary Guarantors that are unencumbered as of the
commencement of the Cases, but not including avoidance actions under Sections
544-553 of the Bankruptcy Code or the proceeds therefrom; (ii) pursuant to
Section 


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364(c)(3) of
the Bankruptcy Code, a perfected Lien on all other assets of the Borrowers and
Subsidiary Guarantors (other than the assets referred to in the following
clause), junior only to the valid, perfected and non-avoidable Liens on such
assets as of the Petition Date and to valid Liens in existence at the time of
such commencement that are perfected subsequent to such commencement as
permitted by Section 546(b) of the Bankruptcy Code; (iii) pursuant to Section
364(d)(1) of the Bankruptcy Code, a perfected senior priming Lien on all of the
Borrowers’ and Subsidiary Guarantors’ assets that are subject to the Liens of
the Prepetition Agent and the Prepetition Lenders under the Prepetition Credit
Agreement; and (iv) subject to any valid and senior construction Liens,
pursuant to Sections 364(c)(1), 364(c)(2), 364(c)(3), 364(d)(1) and 503(b) of
the Bankruptcy Code, a claim and Liens on any pre-petition and post-petition
Improvements (all of which being hereinafter collectively referred to as, the “DIP Collateral”); 


                    (b)
Except for the Carve-Out and the Post-Default Carve-Out, the superpriority
claims of the Administrative Agent and the Secured Parties hereunder shall at
all times be senior to the rights of the Debtors, any Chapter 11 trustee and
any Chapter 7 trustee, or any creditor (including, without limitation,
post-petition counterparties and other post-petition creditors) in the Cases or
any subsequent proceedings under the Bankruptcy Code, including, without
limitation, any Chapter 7 cases if any of the Cases are converted to cases under
Chapter 7 of the Bankruptcy Code. 


          SECTION
11.2. No Filings Required. The Liens and security interests referred to
herein shall be deemed valid and perfected by entry of the DIP Order. The
Administrative Agent shall not be required to file any financing statements,
mortgages, notices of Lien or similar instruments in any jurisdiction or filing
office or to take any other action in order to validate or perfect the Lien and
security interest granted by or pursuant to this Agreement, any other Loan
Document or the DIP Order. 


          SECTION
11.3. Adequate Protection. The Prepetition Agent, the Prepetition
Lenders and the Prepetition Secured Parties have been granted adequate
protection in accordance with the DIP Order to the extent of any diminution in
the value of the Prepetition Collateral as of the Petition Date, including but
not limited to any diminution in value resulting from (i) the use of the
Prepetition Cash Collateral pursuant to Bankruptcy Code Section 363(a), (ii)
the use, sale or lease of Prepetition Collateral (other than the Prepetition
Cash Collateral) pursuant to Bankruptcy Code Section 363(c), (iii) the grant of
the priming liens to the Lenders under Bankruptcy Code Section 364(d), or (iv)
the imposition of the automatic stay pursuant to Bankruptcy Code Section
362(a), in the form of (a) the reimbursement of all reasonable and documented
fees and expenses incurred by professionals for the Prepetition Agent
including, without limitation, the reasonable disbursements of counsel and any
financial consultant, advisor or expert advising the Prepetition Lenders, (b)
the accrual and owing of interest due under the Prepetition Credit Agreement at
the default rates set forth therein, which accrued interest shall be added to
the outstanding principal of the Prepetition Loans on each Quarterly Payment
Date; (c) a Lien immediately junior only to the Lien granted to the
Administrative Agent and the Secured Parties on the DIP Collateral, and (d)
subject to payment of the Carve-Out and the Post-Default Carve-Out, a
superpriority claim under Section 507(b) of the Bankruptcy Code. 


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ARTICLE XII


GUARANTY


          SECTION
12.1. Guaranty. To induce the Lenders to provide the credits described
herein and in consideration of benefits expected to accrue to the Borrowers by
reason of the Commitments, and for other good and valuable consideration,
receipt of which is hereby acknowledged, each Subsidiary Guarantor party hereto
hereby unconditionally and irrevocably guarantees jointly and severally to the
Administrative Agent and the Secured Parties, the due and punctual payment of
all present and future Obligations, including, but not limited to, the due and
punctual payment of principal of and interest on the Loans and the due and
punctual payment of all other Obligations now or hereafter owed by the
Borrowers under the Loan Documents, in each case as and when the same shall
become due and payable, whether at stated maturity, by acceleration, or
otherwise, according to the terms hereof and thereof (including interest as set
forth in the DIP Order). In case of failure by the Borrowers or other Obligor
punctually to pay any Obligations guaranteed hereby, each Subsidiary Guarantor
hereby unconditionally agrees to make such payment or to cause such payment to
be made punctually as and when the same shall become due and payable, whether
at stated maturity, by acceleration, or otherwise, and as if such payment were
made by the Borrowers or such Obligor, it being agreed that this is a guaranty
of payment as opposed to a guaranty of collection. 


          SECTION
12.2. Guaranty Unconditional. The obligations of each Subsidiary
Guarantor under this Article XII shall be unconditional, irrevocable and
absolute and, without limiting the generality of the foregoing, shall not be
released, discharged, or otherwise affected by: 


                    (a)
any extension, renewal, settlement, compromise, waiver, or release in respect
of any obligation of the Borrowers or other Obligor or of any other guarantor
under this Agreement or any other Loan Document or by operation of law or
otherwise; 


                    (b)
any modification or amendment of or supplement to this Agreement or any other
Loan Document; 


                    (c)
any change in the corporate existence, structure, or ownership of, any Borrower
or other Obligor, any other guarantor, or any of their respective assets, or
any resulting release or discharge of any obligation of the Borrowers or other
Obligor or of any other guarantor contained in any Loan Document; 


                    (d)
the existence of any claim, set-off, or other rights which any Borrower or
other Obligor or any other guarantor may have at any time against the
Administrative Agent, any Lender, or any other Person, whether or not arising
in connection herewith; 


                    (e)
any failure to assert, or any assertion of, any claim or demand or any exercise
of, or failure to exercise, any rights or remedies against the Borrowers or
other Obligor, any other guarantor, or any other Person or Property; 


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                    (f)
any application of any sums by whomsoever paid or howsoever realized to any
obligation of the Borrowers or other Obligor, regardless of what obligations of
the Borrowers or other Obligor remain unpaid; 


                    (g)
any invalidity or unenforceability relating to or against the Borrowers or other
Obligor or any other guarantor for any reason of this Agreement or of any other
Loan Document or any provision of applicable law or regulation purporting to
prohibit the payment by the Borrowers or other Obligor or any other guarantor
of the principal of or interest on any Loan or any other amount payable under
the Loan Documents; or 


                    (h)
any other act or omission to act or delay of any kind by the Administrative
Agent, any Lender, or any other Person or any other circumstance whatsoever
that might, but for the provisions of this paragraph, constitute a legal or
equitable discharge of the obligations of any Subsidiary Guarantor under this
Article XII. 


          SECTION
12.3. Discharge Only upon Payment in Full; Reinstatement in Certain
Circumstances. Each Subsidiary Guarantor’s obligations under this Article
XII shall remain in full force and effect until the Commitments are terminated,
and the principal of and interest on the Loans and all other amounts payable by
the Borrowers and the Subsidiary Guarantors under this Agreement and all other
Loan Documents shall have been paid in full. If at any time any payment of the
principal of or interest on any Loan or any other amount payable by the
Borrowers or other Obligor or any Subsidiary Guarantor under the Loan Documents
is rescinded, or otherwise, each Subsidiary Guarantor’s obligations under this
Article XII with respect to such payment shall be reinstated at such time as
though such payment had become due but had not been made at such time. 


          SECTION
12.4. Subrogation. Each Subsidiary Guarantor agrees it will not exercise
any rights which it may acquire by way of subrogation by any payment made
hereunder, or otherwise, until all the Obligations shall have been paid in full
subsequent to the termination of all the Commitments. If any amount shall be
paid to a Subsidiary Guarantor on account of such subrogation rights at any
time prior to the later of (x) the payment in full of the Obligations and all
other amounts payable by the Borrowers hereunder and the other Loan Documents
and (y) the termination of the Commitments, such amount shall be held in trust
for the benefit of the Administrative Agent and the Secured Parties and shall
forthwith be paid to the Administrative Agent for the benefit of the Lenders or
be credited and applied upon the Obligations, whether matured or unmatured, in
accordance with the terms of this Agreement. 


          SECTION
12.5. Waivers. Each Subsidiary Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest, and any notice not provided for herein,
as well as any requirement that at any time any action be taken by the
Administrative Agent, any Lender, or any other Person against the Borrowers or
other Obligor, another guarantor, or any other Person. 


          SECTION
12.6. Limit on Recovery. Notwithstanding any other provision hereof, the
right of recovery against each Subsidiary Guarantor under this Article XII
shall be limited to the maximum amount that can be guaranteed without rendering
such Guarantor’s obligations under this Article XII void or voidable under
applicable law, including, without limitation, fraudulent conveyance law. 


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          SECTION
12.7. Acceleration of Guaranty. Each Subsidiary Guarantor agrees that,
in the event the DIP Facility is terminated pursuant to Section 9.2 and if such
event shall occur at a time when any of the Obligations of the Borrowers and
each other Obligor may not then be due and payable, such Subsidiary Guarantor
will pay to the Administrative Agent for the account of the Secured Parties
forthwith the full amount which would be payable hereunder by such Borrower or
Obligor if all such Obligations were then due and payable. 


          SECTION
12.8. Benefit to Subsidiary Guarantors. The Borrowers and the Subsidiary
Guarantors are engaged in related businesses and integrated to such an extent
that the financial strength and flexibility of the Borrowers has a direct
impact on the success of each Subsidiary Guarantor. Each Subsidiary Guarantor will
derive substantial direct and indirect benefit from the extensions of credit
hereunder. 


          SECTION
12.9. Subsidiary Guarantor Covenants. Each Subsidiary Guarantor shall
take such action as the Borrowers are required by this Agreement to cause such
Subsidiary Guarantor to take, and shall refrain from taking such action as the
Borrowers are required by this Agreement to prohibit such Subsidiary Guarantor
from taking. 


ARTICLE XIII


MISCELLANEOUS PROVISIONS


          SECTION
13.1. Waivers Amendments etc. The provisions of this Agreement and of
each other Loan Document may from time to time be amended, modified or waived,
if such amendment, modification or waiver is in writing and consented to by the
Borrowers and the Required Lenders and approved in a manner consistent with the
MGCB Approval; provided, however,
that no such amendment, modification or waiver shall: 


                    (a)
extend the DIP Facility Termination Date or modify this Section without the
consent of all Lenders; 


                    (b)
increase the aggregate amount of any Lender’s then existing Commitment Amounts,
increase the aggregate amount of any Loans required to be made by a Lender
pursuant to its Commitments or reduce any fees described in Article III payable
to any Lender without the consent of such Lender; 


                    (c)
extend the Stated Maturity Date for any Lender’s Loan, or reduce the principal
amount of or rate of interest on any Lender’s Loan, without the consent of such
Lender; provided, however, that any
vote to rescind any acceleration made pursuant to Section 9.2 of amounts
owing with respect to the Loans and other Obligations shall require the consent
of all Lenders; 


                    (d)
change the definition of “Required Lenders” or any requirement hereunder that
any particular action be taken by all Lenders without the consent of all
Lenders; 


                    (e)
discharge or subordinate the Liens of the Mortgage, the Contract Builders
Mortgage, the Realty Equity Mortgage or the TGCP Mortgage, or release any
Borrower, Subsidiary Guarantor or other Obligor, or release or subordinate any
material portion 


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of the other
security interests granted pursuant to the Loan Documents, in each case,
without the consent of all Lenders; 


                    (f)
affect adversely the interests, rights or obligations of the Administrative
Agent, unless consented to by the Administrative Agent; 


                    (g)
change Section 4.4, without the consent of all Lenders; or 


                    (h)
extend the “Delayed Draw Commitment Termination Date” without the consent of
all of the Delayed Draw Lenders; 


                    (i)
amend clause (b) of Section 3.1.1 or Section 3.1.2 without the
consent of each Lender thereby affected. 


No failure or
delay on the part of the Administrative Agent or any Lender in exercising any
power or right under this Agreement or any other Loan Document shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power or
right preclude any other or further exercise thereof or the exercise of any
other power or right. No notice to or demand on the Borrowers in any case shall
entitle them to any notice or demand in similar or other circumstances. No
waiver or approval by the Administrative Agent or any Lender under this
Agreement or any other Loan Document shall, except as may be otherwise stated
in such waiver or approval, be applicable to subsequent transactions. No waiver
or approval hereunder shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder. 


          SECTION
13.2. Notices. 


                    (a)
Notices Generally. All notices and other communications provided to any
party hereto under this Agreement or any other Loan Document shall be in
writing and addressed, delivered or transmitted to such party at its address or
facsimile number set forth below its signature hereto or set forth in the
Lender Assignment Agreement or at such other address or facsimile number as may
be designated by such party in a notice to the other parties. All such notices
and communications shall be deemed to have been properly given if (x) hand
delivered with receipt acknowledged by the recipient; (y) if mailed, upon the
fifth Business Day after the date on which it is deposited in registered or
certified mail, postage prepaid, return receipt requested or (z) if by Federal
Express or other nationally-recognized express courier service with
instructions to deliver on the following Business Day, on the next Business Day
after delivery to such express courier service. Notices and other
communications may also be properly given by facsimile but shall be deemed to
be received upon automatic facsimile confirmation of receipt thereof by the
intended recipient machine therefor with the original of such notice or
communication to be given in the manner provided in the second sentence of this
Section; provided, however, that
the failure to deliver a copy in accordance with the second sentence of this
Section shall not invalidate the effectiveness of such facsimile notice. A copy
of each notice required to be given hereunder shall be simultaneously delivered
or transmitted to the MGCB by the Person giving such notice. As of the
Effective Date, the address of the MGCB to which each such notice shall be
delivered or transmitted is Michigan Gaming Control Board, Lottery Building,
101 East Hillsdale, Lansing, Michigan 48833, Attention: Executive Director. 


                    (b)
Electronic Communications. 


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                     (i)
 Notices and other communications to Lenders hereunder may be delivered or
 furnished by electronic communication (including e-mail and Internet or
 intranet websites, including IntraLinks/IntraAgency, SyndTrak or another
 relevant website or other information platform (the “Platform”)) pursuant to procedures
 approved by Administrative Agent, provided that the foregoing shall
 not apply to notices to any Lender pursuant to Article II if such Lender has
 notified Administrative Agent that it is incapable of receiving notices under
 such Section by electronic communication. Administrative Agent or any
 Borrower may, in its discretion, agree to accept notices and other
 communications to it hereunder by electronic communications pursuant to
 procedures approved by it, provided that approval of such procedures
 may be limited to particular notices or communications. Unless Administrative
 Agent otherwise prescribes, (i) notices and other communications sent to an
 e-mail address shall be deemed received upon the sender’s receipt of an
 acknowledgement from the intended recipient (such as by the “return receipt
 requested” function, as available, return e-mail or other written
 acknowledgement), provided that if such notice or other communication
 is not sent during the normal business hours of the recipient, such notice or
 communication shall be deemed to have been sent at the opening of business on
 the next Business Day for the recipient, and (ii) notices or communications
 posted to an Internet or intranet website shall be deemed received upon the
 deemed receipt by the intended recipient at its e-mail address as described
 in the foregoing clause (i) of notification that such notice or communication
 is available and identifying the website address therefor. 

 
	
  

 	
  

 
	
  

 	
                     (ii)
 Each Borrower and each Subsidiary Guarantor understands that the distribution
 of material through an electronic medium is not necessarily secure and that
 there are confidentiality and other risks associated with such distribution
 and agrees and assumes the risks associated with such electronic
 distribution, except to the extent caused by the willful misconduct or gross
 negligence of Administrative Agent, as determined by a final, non-appealable
 judgment of a court of competent jurisdiction. 

 
	
  

 	
  

 
	
  

 	
                     (iii)
 The Platform and any Approved Electronic Communications are provided “as is”
 and “as available”. None of the Agents nor any of their respective officers,
 directors, employees, agents, advisors or representatives (the “Agent Affiliates”) warrant the accuracy,
 adequacy, or completeness of the Approved Electronic Communications or the
 Platform and each expressly disclaims liability for errors or omissions in
 the Platform and the Approved Electronic Communications. No warranty of any
 kind, express, implied or statutory, including any warranty of
 merchantability, fitness for a particular purpose, non-infringement of third
 party rights or freedom from viruses or other code defects is made by the
 Agent Affiliates in connection with the Platform or the Approved Electronic
 Communications. 

 



          SECTION
13.3. Payment of Costs and Expenses. The Borrowers agree to pay on
demand all reasonable expenses of the Administrative Agent (including the
reasonable fees, charges, disbursements and out-of-pocket expenses of its
advisors and Bracewell & Giuliani LLP, as counsel to the Administrative
Agent and Lenders, of any conflict counsel deemed reasonably necessary by the
Administrative Agent, and of two (2) local counsel, if any, who may be retained
by counsel to the Administrative Agent and Lenders) in connection with 


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                    (a)
the negotiation, preparation, execution, delivery and administration (including
Syndtrak expenses) of this Agreement and of each other Loan Document, including
schedules and exhibits, and any amendments, waivers, consents, supplements or
other modifications to this Agreement or any other Loan Document as may from
time to time hereafter be required, whether or not the transactions
contemplated hereby are consummated; 


                    (b)
the syndication of the DIP Facility; 


                    (c)
the filing, recording, refiling or rerecording of any Loan Document or any
Uniform Commercial Code financing statements relating thereto and all
amendments, supplements, amendments and restatements and other modifications to
any thereof and any and all other documents or instruments of further assurance
required to be filed or recorded or refiled or rerecorded by the terms hereof
or the terms of any Loan Document; 


                    (d)
the enforcement of this Agreement or any other Loan Document; and 


                    (e)
the preparation and review of the form of any document or instrument relevant
to this Agreement or any other Loan Document; 


                    (f)
the Administrative Agent’s active participation in the Bankruptcy Court
proceedings; and 


                    (g)
the preparation of any information or response required with respect to any
investigative request or inquiry, approval, findings of suitability or any
other response or communication involving a Governmental Instrumentality
arising out of this Agreement, any other Operative Documents or any Obligation
evidenced and secured by the Loan Documents or the participation in any public
or investigatory hearing or meeting. 


          SECTION
13.4. Indemnification. In consideration of the execution and delivery of
this Agreement by each Lender and the extension of the Commitments, whether or
not the transactions contemplated hereby shall be consummated, each Borrower
hereby indemnifies, exonerates and holds each Agent, each Co-Lead Arranger,
each Co-Bookrunner, each Lender and each Independent Consultant and each of
their respective officers, attorneys, members, directors, employees, agents and
Affiliates (collectively, the “Indemnified
Parties”) free and harmless from and against any and all actions,
causes of action, suits, losses, costs, liabilities and damages, and expenses
incurred in connection therewith (irrespective of whether any such Indemnified
Party is a party to the action for which indemnification hereunder is sought),
including reasonable attorneys’ fees and disbursements, whether incurred in
connection with actions between or among the parties hereto or the parties
hereto and third parties (collectively, the “Indemnified
Liabilities”), whether direct, indirect, special or consequential
and whether based on any federal, state or foreign laws, statutes, rules or
regulations (including securities and commercial laws, statutes, rules or regulations
and Environmental Laws), on common law or equitable cause or on contract or
otherwise, incurred by the Indemnified Parties or any of them as a result of,
or arising out of, or relating to 


                    (a)
any transaction financed or to be financed in whole or in part, directly or
indirectly, with the proceeds of any Credit Extension, or the use or the
proposed use 


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of such
proceeds, including all Indemnified Liabilities arising in connection with the
Transaction; 


                    (b)
this Agreement and any other Loan Document or the transactions contemplated
hereby or thereby (including any action brought by or on behalf of Greektown
Holdings or any of its Subsidiaries as the result of any determination by the Required
Lenders pursuant to Article VI not to fund any Credit Extensions; provided, however, that any such action is
resolved in favor of such Indemnified Party); 


                    (c)
any investigation, litigation or proceeding related to any acquisition or
proposed acquisition by Greektown Holdings or any of its Subsidiaries of all or
any portion of the stock or assets of any Person, whether or not any Agent or
any Lender is party thereto; 


                    (d)
any investigation, litigation or proceeding related to any environmental
cleanup, audit, compliance or other matter relating to the protection of the
environment or the Release by Greektown Holdings or any of its Subsidiaries; 


                    (e)
the presence on or under, or the escape, seepage, leakage, spillage, discharge,
emission, discharging or releases from, any Real Property owned or operated by
Greektown Holdings or any of its Subsidiaries of any Hazardous Substances
(including any losses, liabilities, damages, injuries, costs, expenses or
claims asserted or arising under any Environmental Law), regardless of whether
caused by, or within the control of, Greektown Holdings or any of its
Subsidiaries; 


                    (f)
each Lender’s and Agent’s Environmental Liability (the indemnification herein
for any Environmental Claim shall survive repayment of the Obligations and any
transfer of the property of Greektown Holdings or any of its Subsidiaries by
foreclosure or by a deed in lieu of foreclosure, regardless of whether caused
by, or within the control of, Greektown Holdings or any of its Subsidiaries);
or 


                    (g)
the liability of any of the Indemnified Parties with respect to the Development
Agreement; 


except for, in
each case, (x) any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party’s
gross negligence or willful misconduct, as determined by a final,
non-appealable judgment of a court of competent jurisdiction and (y) any such
Indemnified Liabilities arising from actions, occurrences, or events that take
place after conveyance to the Administrative Agent for the benefit of the
Secured Parties of the portion of the Permanent Casino Complex and the Surplus
Parcels by foreclosure or deed in lieu of foreclosure. Each Borrower and its
successors and assigns hereby waive, release and agree not to make any claim or
bring any cost recovery action against any Agent or any Lender under CERCLA or
any state equivalent, or any similar law now existing or hereafter enacted. It
is expressly understood and agreed that to the extent that any of the
Indemnified Parties is strictly liable under any Environmental Laws, each
Borrower’s obligation to such Person under this indemnity shall likewise be
without regard to fault on the part of either Borrower with respect to the
violation or condition which results in liability of such Person. If 


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and to the
extent that the foregoing undertaking may be unenforceable for any reason, each
Borrower hereby agrees to make the maximum contribution to the payment and
satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law. 


          SECTION
13.5. Survival. The obligations of the Borrowers under Sections 4.1,
4.2, 13.3 and 13.4, and the obligations of the Lenders under Section
10.1, shall, in each case, survive any assignment from one Lender to
another (in the case of Sections 13.3 and 13.4) and any termination of
this Agreement, the payment in full of all the Obligations and the termination
of all the Commitments. The representations and warranties made by the
Borrowers and each other Obligor in this Agreement and in each other Loan
Document shall survive the execution and delivery of this Agreement and each
such other Loan Document. 


          SECTION
13.6. Severability. Any provision of this Agreement or any other Loan
Document which is prohibited or unenforceable in any jurisdiction shall, as to
such provision and such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
of this Agreement or such Loan Document or affecting the validity or
enforceability of such provision in any other jurisdiction. 


          SECTION
13.7. Headings. The various headings of this Agreement and of each other
Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof. 


          SECTION
13.8. Execution in Counterparts, Effectiveness, etc. This Agreement may
be executed by the parties hereto in several counterparts, each of which shall
be an original and all of which shall constitute together but one and the same
agreement. This Agreement shall become effective when counterparts hereof
executed on behalf of the Borrowers, each Agent and each Lender (or notice
thereof satisfactory to the Administrative Agent) shall have been received by
the Administrative Agent, notice thereof shall have been given by the
Administrative Agent to the Borrowers and each Lender, and all other conditions
set forth in Article VI shall have been satisfied or waived. 


          SECTION
13.9. Governing Law; Entire Agreement. THIS AGREEMENT AND EACH OTHER
LOAN DOCUMENT (INCLUDING PROVISIONS WITH RESPECT TO INTEREST, LOAN CHARGES AND
COMMITMENT FEES) SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF A SECURITY
INTEREST OR DEED OF TRUST HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK. This Agreement, the DIP Order and the other Loan Documents
constitute the entire understanding among the parties hereto with respect to
the subject matter hereof and thereof and supersede any and all prior
agreements, written or oral, with respect thereto. 


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          SECTION
13.10. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns; provided,
however, that: 


                    (a)
neither Borrower may assign or transfer its rights or obligations hereunder
without the prior written consent of the Administrative Agent and all Lenders; provided,
however, that notwithstanding anything to the contrary in the Loan
Documents (other than the requirement that the then outstanding Obligations
hereunder be paid in full in cash on the effective date of the Plan of
Reorganization), subject to any required approval of the MGCB, the Borrowers
shall, and shall be permitted to, assign all of their Obligations and rights
under the Loan Documents to a new holding company (“Newco”) if such is
formed to directly or indirectly hold substantially all of the Capital Stock of
Greektown Holdings (such assignment, together with the assumption by Newco of
all of the Borrowers’ Obligations and rights under the Loan Documents, the “Emergence
Assignment”); provided that the Emergence Assignment shall occur on
the effective date of the Plan of Reorganization (but prior to the repayment in
full in cash of the Obligations on such date). Upon the effectiveness of the
Emergence Assignment, (i) the Borrowers shall become Subsidiary Guarantors for
all purposes under the Loan Documents and (ii) the Borrowers shall be
automatically released from all of their Obligations as Borrowers; and 


                    (b)
the rights of sale, assignment and transfer of the Lenders are subject to Section
13.11. 


          SECTION
13.11. Sale and Transfer of Loans; Participations in Loans. Each Lender
may assign, or sell participations in, its Loans and Commitments to one or more
other Persons in accordance with this Section 13.11. 


               SECTION
13.11.1 Assignments. Subject to any required approval of the MGCB and
the terms and conditions of the Development Agreement and upon prior notice to
each Agent and consultation with Greektown Holdings (but only if no Default
then exists hereunder), any Lender with the consent of the Administrative Agent
(provided, however, that no such notice to or consent
by any Agent or consultation with Greektown Holdings shall be required with
respect to any assignment or sale by or to Jefferies or Goldman Sachs or their
respective Affiliates; and further provided,
however, that such consent shall
not be unreasonably delayed or withheld by the Administrative Agent if the
assignee is exempt from the supplier licensing requirements under applicable
Michigan Gaming Laws) may assign or sell all or any fraction of such Lender’s
total Loans and Commitments to an Eligible Assignee (each Person described in
the foregoing clause as being the Person to whom such assignment and delegation
is to be made, being hereinafter referred to as an “Assignee Lender”) in a minimum aggregate amount of $1,000,000
with respect to the Loans (or, if less, the entire remaining amount of such Lender’s
Loans and Commitments) or such lesser amount agreed to by Greektown Holdings
and the Administrative Agent, provided, that such minimum aggregate amount
shall not be applicable in the case of assignments by such Lender to another
Lender, any Approved Fund or its Affiliate. The Borrowers and each other
Obligor and the Administrative Agent shall be entitled to continue to deal
solely and directly with such Lender in connection with the interests so
assigned and delegated to an Assignee Lender until 


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                    (a)
notice of such assignment and delegation, together with (i) payment
instructions, (ii) the Internal Revenue Service Forms or other statements
contemplated or required to be delivered pursuant to Section 4.2 and
(iii) addresses and related information with respect to such Assignee Lender
(including, if required, information required by the MGCB), shall have been
delivered to Greektown Holdings and the Administrative Agent by such Lender and
such Assignee Lender; 


                    (b)
such Assignee Lender shall have executed and delivered to the Borrowers and
each Agent, a Lender Assignment Agreement, accepted by the Administrative
Agent; 


                    (c)
the processing fees described below shall have been paid; and 


                    (d)
the Lender Assignment Agreement has been registered in the Register in
accordance with Section 2.4. 


From and after
the date that the Administrative Agent accepts such Lender Assignment Agreement
and the Administrative Agent records the information therein in the Register,
(x) the Assignee Lender thereunder shall be deemed automatically to have become
a party hereto and to the extent that rights and obligations hereunder have
been assigned and delegated to such Assignee Lender in connection with such
Lender Assignment Agreement, shall have the rights and obligations of a Lender
hereunder and under the other Loan Documents, and (y) the assignor Lender, to
the extent that rights and obligations hereunder have been assigned and
delegated by it in connection with such Lender Assignment Agreement, shall be
released from its obligations hereunder and under the other Loan Documents.
Accrued interest on that part of each assigned Loan and Commitment, and accrued
fees, shall be paid as provided in the Lender Assignment Agreement. Accrued
interest and accrued fees shall be paid at the same time or times provided in
this Agreement. Such assignor Lender or such Assignee Lender must also pay a
processing fee in the amount of $3,500 to the Administrative Agent upon
delivery of any Lender Assignment Agreement; provided,
however, that only one fee shall
be payable for simultaneous multiple assignments made by a Lender to or from
its Affiliates; and further, provided,
however, that no such fee shall
be due from the assignor Lender or the Assignee Lender with respect to any
Lender Assignment Agreement to which Jefferies or Goldman Sachs is a party or
if the Administrative Agent, in its sole discretion, elects to waive such fee.
Any attempted assignment and delegation not made in accordance with this Section
13.11.1 shall be null and void. Notwithstanding anything to the contrary
set forth above, any Lender may (without requesting the consent of the
Borrowers or the Administrative Agent) pledge its Loans to a Federal Reserve
Bank in support of borrowings made by such Lender from such Federal Reserve
Bank, and any Lender that is an investment fund that invests in bank loans may,
without the consent of the Administrative Agent or the Borrowers, pledge all or
any portion of its interest and rights (but may not delegate any of its duties
or obligations hereunder or under any other Loan Document, including its
Commitment(s), if any) to any trustee or any other representative of holders of
obligations owed or securities issued by such investment fund as security for
such obligations or securities. 


               SECTION
13.11.2 Participations. Subject to any required approval of the MGCB,
and the terms and conditions of the Development Agreement and upon prior
written 


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notice to
Greektown Holdings and each Agent, any Lender may at any time sell to one or
more commercial banks or other Persons (other than an Obligor or an Affiliate
of an Obligor) (each of such commercial banks and other Persons being herein
called a “Participant”)
participating interests in any of the Loans, Commitments, or other interests of
such Lender hereunder; provided, however, that 


                    (a)
no participation contemplated in this Section shall relieve such Lender from
its Commitments or its other obligations hereunder or under any other Loan
Document; 


                    (b)
such Lender shall remain solely responsible for the performance of its
Commitments and such other obligations; 


                    (c)
the Borrowers and each other Obligor and each Agent shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement and each of the other Loan Documents; 


                    (d)
no Participant, unless such Participant is an Affiliate of such Lender or an
Approved Fund or is itself a Lender, shall be entitled to require such Lender
to take or refrain from taking any action hereunder or under any other Loan
Document, except that such Lender may agree with any Participant that such
Lender will not, without such Participant’s consent, take any actions of the
type described in clauses (a), (b), (f) or, to the extent requiring the consent
of such Lender, clause (c) of Section 13.1; 


                    (e)
the Borrowers shall not be required to pay any amount under this Agreement that
is greater than the amount which it would have been required to pay had no
participating interest been sold; 


                    (f)
each Participant shall provide promptly after request and in any event not
later than ten (10) Business Days after such request (or shorter period of time
if required by the MGCB) all information required by the MGCB; and 


                    (g)
no sale of any participation interest shall be effective until such sale has
been recorded in the Register in accordance with Section 2.4. 


Each Borrower
acknowledges and agrees that each Participant, for purposes of Sections 4.1,
4.2, 4.4 or 4.5 shall be considered a Lender. Each Participant shall only
be indemnified for increased costs pursuant to Section 4.1 or 4.2 if and
to the extent that the Lender which sold such participating interest to such
Participant concurrently is entitled to make, and does make, a claim on the
Borrowers for such increased costs. Any Lender that sells a participating
interest in any Loan, Commitment or other interest to a Participant under this Section
13.11.2 shall indemnify and hold harmless the Borrowers and each Agent from
and against any Taxes, penalties, interest or other costs or losses (including
reasonable attorneys’ fees and expenses) incurred or payable by the Borrowers
or such Agent as a result of the failure of either Borrower or such Agent to
comply with its obligations to deduct or withhold any Taxes from any payments
made pursuant to this Agreement to such Lender or such Agent, as the case may
be, which Taxes would not have been incurred or payable if such Participant had
been a Lender organized under the laws of a jurisdiction other than the United
States that was entitled to deliver to the Borrowers, such 


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Agent or such
Lender, and did in fact so deliver, a duly completed and valid Form W-8BEN,
Form W-8ECI or Form W-9 (or applicable successor form) entitling such
Participant to receive payments under this Agreement without deduction or
withholding of any United States federal taxes. 


          SECTION
13.12. Other Transactions. Nothing contained herein shall preclude the
Administrative Agent, the Syndication Agent or any other Lender from engaging
in any transaction, in addition to those contemplated by this Agreement or any
other Loan Document, with Greektown Holdings or any of its Affiliates in which
either Greektown Holdings or such Affiliate is not restricted hereby from
engaging with any other Person. 


          SECTION
13.13. Execution by Authorized Representative. Any signature by any
Authorized Representative on this Agreement, any Loan Document and any other
instrument and certificate executed or to be executed pursuant to or in
connection with this Agreement or such other Loan Documents is provided only in
such Authorized Representative’s capacity as an officer or member of the Person
in question, and not in any way in such Authorized Representative’s personal
capacity. 


          SECTION
13.14. Waiver of Jury Trial. THE AGENTS, THE LENDERS, EACH BORROWER AND
EACH SUBSIDIARY GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHTS THEY MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
THE AGENTS, THE LENDERS, THE BORROWERS OR THE SUBSIDIARY GUARANTORS IN
CONNECTION HEREWITH OR THEREWITH. EACH BORROWER AND EACH SUBSIDIARY GUARANTOR
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR EACH
AGENT AND EACH LENDER ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN
DOCUMENT. 


          SECTION
13.15. Maximum Rate of Interest. Nothing contained in this Agreement or
in any other Loan Documents shall be construed to permit the Lenders to charge
or receive at any time interest, fees or other charges in excess of the amounts
which the Lenders are legally entitled to charge and receive under any law to
which such interest, fees or charges are subject. In no contingency or event
whatsoever shall the compensation payable to the Lenders by any Person,
howsoever characterized or computed, hereunder or under any of the other Loan
Documents, exceed the highest rate permissible under any law to which such
compensation is subject. There is no intention that the Lenders shall contract
for, charge or receive compensation in excess of the highest lawful rate, and,
in the event it should be determined that the Lenders have contracted for any rate
of interest in excess of the highest lawful rate, then ipso facto such rate
shall be reduced to the highest lawful rate so that no amounts shall be charged
or received which are in excess thereof, and, in the event it should be
determined that any excess over such highest lawful rate has been charged or
received, the Lenders shall promptly refund such excess 


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to the Person
entitled thereto; provided,
however, that, if lawful, any such excess shall be paid by the Borrowers to the
Lenders as additional interest (accruing at a rate equal to the maximum legal
rate minus the rate provided for hereunder) during any subsequent period when
regular interest is accruing hereunder at less than the maximum legal rate. 


          SECTION
13.16. Time of Essence. Time is of the essence as to all times and dates
set forth in or applicable to this Agreement with respect to all payments to be
made by or on behalf of the Borrowers hereunder; provided, however, that whenever any payment to be made
under the Loan Documents shall be stated to be due on a day other than a
Business Day, such payment may be made on the next succeeding Business Day and
such extension of time shall in such case be included in the computation of
interest payable hereunder. 


          SECTION
13.17. Consent or Approval of the Administrative Agent and the Lenders. 


                    (a)
Any request by the Borrowers for consent or approval by the Administrative
Agent and/or the Lenders under this Agreement or any of the other Operative
Documents shall be given in writing in accordance with Section 13.2.
Except where a specific time period for response is otherwise provided in this
Agreement, the Administrative Agent shall have five (5) Business Days and the
Lenders shall have fifteen (15) Business Days to grant or deny any such
request. If the Administrative Agent fails to respond to any such request in
writing within such five (5) Business Day period or the Lenders fail to respond
to any such request in writing within such fifteen (15) Business Day period,
the Borrowers’ request shall be deemed disapproved. 


                    (b)
No Claims may be made by the Borrowers or any other Person against the
Administrative Agent, the Lenders, any Affiliate of the foregoing, or the
officers, directors, employees, attorneys, consultants or agents of any of them
for special, indirect, consequential or punitive damages in respect of any
Claim for breach of contract or any other theory of liability arising out of or
related to the transactions contemplated by this Agreement or by the other
Operative Documents, or an act, omission, or event occurring in connection
therewith; and each Borrower, for itself and for all Persons claiming by,
through and under it, waives, releases, and agrees not to sue upon any Claim
for any such damages, whether or not accrued and whether or not known or
suspected to exist in its favor. 


          SECTION
13.18. No Third Party Beneficiary. All conditions of the obligations of
the Lenders to make Loans hereunder are imposed solely and exclusively for the
benefit of the Lenders, and no Person (x) shall have standing to require
satisfaction of such conditions or be entitled to assume that the Lenders will
refuse to make Loans in the absence of strict compliance with any or all of
such conditions or (y) shall, under any circumstances, be deemed to be a
beneficiary under this Agreement or of such conditions, any or all of which may
be waived in whole or in part by the Administrative Agent or the Lenders at any
time if they, in their sole discretion, deem. it advisable to do so. The waiver
by the Lenders at any time of any of such conditions shall be deemed to be made
pursuant to, and not in modification of, this Agreement. 


          SECTION
13.19. Cumulative Remedies. No right or remedy conferred upon the
Administrative Agent or the Lenders in this Agreement is intended to be
exclusive of any other right or remedy contained in the other Loan Documents or
at law and equity and every such right 


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and remedy
shall be cumulative and shall be in addition to every other right or remedy
contained in the other Loan Documents and as now or hereafter available to the
Lenders at law or in equity, by statute or otherwise. 


          SECTION
13.20. Estoppel Certificates. Each Borrower and its Subsidiaries shall,
execute and deliver, or cause to be executed and delivered, to the
Administrative Agent all instruments and certificates as the Administrative
Agent may reasonably request (including estoppel certificates certifying that
the Loans and each of the Loan Documents are in full force and effect and that
there are no defenses or offsets, claims or counterclaims with respect thereto
or if there are, stating the nature of such defenses, offsets, claims or
counterclaims) to effect, confirm or assure the rights, remedies and Liens
intended to be granted to the Lenders under the Loan Documents. 


          SECTION
13.21. Joint and Several Liability of Borrowers and the Subsidiary Guarantors. 


                    (a)
Each Borrower and each Subsidiary Guarantor is accepting joint and several
liability hereunder and under the other Loan Documents in consideration of the
financial accommodations to be provided by the Administrative Agent and the
Lenders under this Agreement, for the mutual benefit, directly and indirectly,
of each Borrower and each Subsidiary Guarantor and in consideration of the
undertakings of the other Borrowers and Subsidiary Guarantors to accept joint
and several liability for the Obligations. 


                    (b)
Each Borrower and each Subsidiary Guarantor, jointly and severally, hereby
irrevocably and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the other Borrowers and Subsidiary
Guarantors, with respect to the payment and performance of all of the
Obligations (including, without limitation, any Obligations arising under this Section
13.21), it being the intention of the parties hereto that all the
Obligations shall be the joint and several obligations of each Borrower and each
Subsidiary Guarantor without preferences or distinction between them. 


                    (c)
if and to the extent that either Borrower or any Subsidiary Guarantor shall
fail to make any payment with respect to any of the Obligations as and when
due, or to perform any of the Obligations in accordance with the terms thereof,
then in each such event the other Borrowers and Subsidiary Guarantors will make
such payment with respect to, or perform, such Obligation. 


                    (d)
The Obligations of each Borrower and each Subsidiary Guarantor under the
provisions of this Section 13.21 constitute the absolute and
unconditional, full recourse Obligations of each Borrower and each Subsidiary
Guarantor enforceable against each such Borrower and Subsidiary Guarantor to
the full extent of its properties and assets, irrespective of the validity,
regularity or enforceability of this Agreement or any other circumstances
whatsoever. 


                    (e)
Except as otherwise expressly provided in this Agreement, each Borrower and
each Subsidiary Guarantor hereby waives notice of acceptance of its joint and
several liability, notice of any borrowings issued under or pursuant to this
Agreement, notice of 


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the occurrence
of any Default, or of any demand for any payment under this Agreement, notice
of any action at any time taken or omitted by the Administrative Agent or the
Lenders under or in respect of any of the Obligations, any requirement of
diligence or to mitigate damages and, generally, to the extent permitted by
applicable laws, all demands, notices and other formalities of every kind in
connection with this Agreement (except as otherwise provided in this
Agreement). Each Borrower and each Subsidiary Guarantor hereby assents to, and
waives notice of, any extension or postponement of the time for the payment of
any of the Obligations, the acceptance of any payment of any of the
Obligations, the acceptance of any partial payment thereon, any waiver, consent
or other action or acquiescence by the Administrative Agent or the Lenders at
any time or times in respect of any default by either Borrower or any
Subsidiary Guarantor in the performance or satisfaction of any term, covenant,
condition or provision of this Agreement, any and all other indulgences whatsoever
by the Administrative Agent or the Lenders in respect of any of the
Obligations, and the taking, addition, substitution or release, in whole or in
part, at any time or times, of any security for any of the Obligations or the
addition, substitution or release, in whole or in part, of either Borrower or
any Subsidiary Guarantor. Without limiting the generality of the foregoing,
each Borrower and each Subsidiary Guarantor assents to any other action or
delay in acting or failure to act on the part of any Administrative Agent or
Lender with respect to the failure by either Borrower or any Subsidiary
Guarantor to comply with any of its respective Obligations, including, without
limitation, any failure strictly or diligently to assert any right or to pursue
any remedy or to comply fully with applicable laws or regulations thereunder,
which might, but for the provisions of this Section 13.21, afford
grounds for terminating, discharging or relieving either Borrower or any
Subsidiary Guarantor, in whole or in part, from any of its Obligations under
this Section 13.21, it being the intention of each Borrower and each
Subsidiary Guarantor that, so long as any of the Obligations hereunder remain
unsatisfied, the Obligations of such Borrower or Subsidiary Guarantor under
this Section 13.21 shall not be discharged except by performance and
then only to the extent of such performance. The Obligations of each Borrower
and each Subsidiary Guarantor under this Section 13.21 shall not be
diminished or rendered unenforceable by any winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with respect to
either Borrower, any Subsidiary Guarantor or the Administrative Agent or any
Lender. The joint and several liability of the Persons composing Borrowers and
Subsidiary Guarantors hereunder shall continue in full force and effect
notwithstanding any absorption, merger, amalgamation or any other change
whatsoever in the name, constitution or place of formation of any of the
Persons composing Borrowers, Subsidiary Guarantor or the Administrative Agent
or any Lender. 


                    (f)
Each Borrower and each Subsidiary Guarantor represents and warrants to the
Administrative Agent and the Lenders that such Borrower and Subsidiary
Guarantor is currently informed of the financial condition of the other
Borrowers and the other Subsidiary Guarantors and of all other circumstances
which a diligent inquiry would reveal and which bear upon the risk of
nonpayment of the Obligations. Each Borrower and each Subsidiary Guarantor
further represents and warrants to the Administrative Agent and the Lenders
that such Borrower or Subsidiary Guarantor has read and understands the terms
and conditions of the Loan Documents. Each Borrower and each Subsidiary Guarantor
hereby covenants that such Borrower or Subsidiary Guarantor will continue to
keep informed of the Borrowers’ and the Subsidiary Guarantors’ financial
condition, the financial condition of other guarantors, if any, and of all
other circumstances which bear upon the risk of nonpayment or nonperformance of
the Obligations. 


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                    (g)
The provisions of this Section 13.21 are made for the benefit of the
Administrative Agent, the Lenders and their respective successors and assigns,
and may be enforced by it or them from time to time against either or both of
the Borrowers and any of the Subsidiary Guarantor as often as occasion therefor
may arise and without requirement on the part of the Administrative Agent, any
Lender, successor or assign first to marshal any of its or their claims or to
exercise any of its or their rights against any of the other Borrower or the
other Subsidiary Guarantors or to exhaust any remedies available to it or them
against the other Borrower or the other Subsidiary Guarantors to resort to any
other source or means of obtaining payment of any of the Obligations hereunder
or to elect any other remedy. The provisions of this Section 13.21 shall
remain in effect until all of the Obligations shall have been paid in full. If
at any time, any payment, or any part thereof, made in respect of any of the
Obligations, is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender upon the insolvency, bankruptcy or
reorganization of either Borrower, any Subsidiary Guarantor, or otherwise, the
provisions of this Section 13.21 will forthwith be reinstated in effect,
as though such payment had not been made. 


                    (h)
Each Borrower and each Subsidiary Guarantor hereby agrees that it will not
enforce any of its rights of contribution or subrogation against the other
Borrower or any other Subsidiary Guarantor with respect to any liability
incurred by it hereunder or under any of the other Loan Documents, any payments
made by it to the Administrative Agent or the Lenders with respect to any of
the Obligations or any collateral security therefor until such time as all of
the Obligations have been paid in full in cash. Any claim which either Borrower
or any Subsidiary Guarantor may have against the other Borrower or any other
Subsidiary Guarantor with respect to any payments to the Administrative Agent
or the Lenders hereunder or under any other Loan Documents are hereby expressly
made subordinate and junior in right of payment, without limitation as to any
increases in the Obligations arising hereunder or thereunder, to the prior
payment in full in cash of the Obligations and, in the event of any insolvency,
bankruptcy, receivership, liquidation, reorganization or other similar proceeding
under the laws of any jurisdiction relating to either Borrower or any
Subsidiary Guarantor, their debts or their assets, whether voluntary or
involuntary, all such Obligations shall be paid in full in cash before any
payment or distribution of any character, whether in cash, securities or other
property, shall be made to the other Borrower or the Subsidiary Guarantors
therefor. 


                    (i)
Each Borrower and each Subsidiary Guarantor hereby agrees that the payment of
any amounts due with respect to the Indebtedness owing by either Borrower or
any Subsidiary Guarantor to the other Borrower or the Subsidiary Guarantors are
hereby subordinated to the prior payment in full in cash of the Obligations.
Each Borrower and each Subsidiary Guarantor hereby agrees that it will not
demand, sue for or otherwise attempt to collect any indebtedness of the other
Borrower or the Subsidiary Guarantors owing to such Borrower or to any such
Subsidiary Guarantor until the Obligations shall have been paid in full in
cash. If, notwithstanding the foregoing sentence, such Borrower or Subsidiary
Guarantor shall collect, enforce or receive any amounts in respect of such
Indebtedness, such amounts shall be collected, enforced and received by such
Borrower or Subsidiary Guarantor as trustee for the Administrative Agent, and
the Administrative Agent shall deliver any such amounts to the Lenders for
application to the Obligations in accordance with Section 3.1.2. 


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          SECTION
13.22. USA PATRIOT Act Notice. Each Lender and each Agent (for itself
and not on behalf of any Lender) hereby notifies the Borrowers and each
Subsidiary Guarantor that pursuant to the requirements of the USA PATRIOT Act,
it is required to obtain, verify and record information that identifies the
Borrowers and each Subsidiary Guarantor, which information includes the name
and address of the Borrowers and each Subsidiary Guarantor and other
information that will allow such Lender or such Agent, as applicable, to
identify the Borrowers and each Subsidiary Guarantor in accordance with the USA
PATRIOT Act. 


          SECTION
13.23. No Fiduciary Duties. Each Agent, each Lender and their Affiliates
(collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that
conflict with those of the Borrowers, their stockholders and/or their
affiliates. Each Borrower agrees that nothing in the Loan Documents or
otherwise will be deemed to create an advisory, fiduciary or agency
relationship or fiduciary or other implied duty between any Lender, on the one
hand, and Borrowers, their stockholders or their affiliates, on the other. The
Loan Parties acknowledge and agree that (i) the transactions contemplated by
the Loan Documents (including the exercise of rights and remedies hereunder and
thereunder) are arm’s-length commercial transactions between the Lenders, on
the one hand, and Borrowers, on the other, and (ii) in connection therewith and
with the process leading thereto, (x) no Lender has assumed an advisory or
fiduciary responsibility in favor of Borrowers, their stockholders or their
affiliates with respect to the transactions contemplated hereby (or the
exercise of rights or remedies with respect thereto) or the process leading
thereto (irrespective of whether any Lender has advised, is currently advising
or will advise Borrowers, their stockholders or their Affiliates on other
matters) or any other obligation to Borrowers except the obligations expressly
set forth in the Loan Documents and (y) each Lender is acting solely as
principal and not as the agent or fiduciary of Borrowers, their management,
stockholders, creditors or any other Person. Each Borrower acknowledges and
agrees that such Borrower has consulted its own legal and financial advisors to
the extent it deemed appropriate and that it is responsible for making its own
independent judgment with respect to such transactions and the process leading
thereto. Each Borrower agrees that it will not claim that any Lender has
rendered advisory services of any nature or respect, or owes a fiduciary or
similar duty to Borrowers, in connection with such transaction or the process
leading thereto. 


 [No further text]


-110-





IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized as of the day and year first
above written. 


	
  

 	
  

 	
  

 
	
 BORROWERS:

 	
  

 
	
  

 	
 GREEKTOWN HOLDINGS, L.L.C., as a

 
	
  

 	
 debtor and
 debtor-in-possession

 
	
  

 	
  

 
	
  

 	
 By:    /s/ Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:    Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Title:    Chief Financial Officer

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
  

 	
 GREEKTOWN HOLDINGS II, INC., as a

 
	
  

 	
 debtor and
 debtor-in-possession

 
	
  

 	
  

 
	
  

 	
 By:    /s/ Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:    Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Title:   Chief Financial Officer, President, Secretary
     and Treasurer

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
  

 	
 Address for
 Notices:

 
	
  

 	
  

 
	
  

 	
 555 E.
 Lafayette Street

 
	
  

 	
 Detroit,
 Michigan 48226

 
	
  

 	
 Facsimile:
 (313) 961-3007

 
	
  

 	
 Attention:
 Cliff Vallier, Chief Executive

 
	
  

 	
                  Officer
 and Chief Financial Officer

 
	
  

 	
  

 
	
  

 	
 with a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Sault Ste.
 Marie Tribe of Chippewa Indians

 
	
  

 	
 523 Ashmun
 Street

 
	
  

 	
 Sault Ste.
 Marie, Michigan 49783

 
	
  

 	
 Facsimile:
 (906) 635-4969

 
	
  

 	
 Attention:
 Darwin McCoy, Tribal Chairman

 
	
  

 	
                  James
 Bias, Tribal Counsel

 
	
  

 	
  

 
	
  

 	
 and:

 
	
  

 	
  

 
	
  

 	
 Frost Brown
 Todd LLC

 
	
  

 	
 2200 PNC
 Center

 
	
  

 	
 201 East
 Fifth Street

 
	
  

 	
 Cincinnati,
 Ohio 45202

 
	
  

 	
 Facsimile:
 (513) 651-6981

 
	
  

 	
 Attention:
 Ronald E. Gold, Esq.

 
	
  

 	
  

 
	
 Signature
 Page to DIP Credit Agreement

 













	
  

 	
  

 	
  

 
	
 SUBSIDIARY GUARANTORS:

 	
  

 
	
  

 	
 GREEKTOWN CASINO, L.L.C., as a debtor

 
	
  

 	
 and
 debtor-in-possession

 
	
  

 	
  

 
	
  

 	
 By:    /s/ Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:    Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Title:    Chief Financial Officer

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
  

 	
 TRAPPERS GC PARTNER, L.L.C., as a

 
	
  

 	
 debtor and
 debtor-in-possession

 
	
  

 	
  

 
	
  

 	
 By:    /s/ Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:    Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Title:    Secretary and Treasurer

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 CONTRACT BUILDERS CORPORATION,

 
	
  

 	
 as a debtor
 and debtor-in-possession

 
	
  

 	
  

 
	
  

 	
 By:    /s/ Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:    Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Title:    Secretary and Treasurer

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 REALTY EQUITY COMPANY, INC., as a

 
	
  

 	
 debtor and
 debtor-in-possession

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 By:    /s/ Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:    Cliff Vallier

 
	
  

 	

 


 	
  

 
	
  

 	
 Title:    Secretary and Treasurer

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
  

 	
 Address for
 Notices:

 
	
  

 	
  

 
	
  

 	
 555 E.
 Lafayette Street

 
	
  

 	
 Detroit, Michigan
 48226

 
	
  

 	
 Facsimile:
 (313) 961-3007

 
	
  

 	
 Attention:
 Cliff Vallier, Chief Executive

 
	
  

 	
                   Officer
 and Chief Financial Officer

 
	
  

 	
  

 
	
 Signature
 Page to DIP Credit Agreement

 













	
  

 	
  

 
	
 SUBSIDIARY GUARANTORS continued

 	
  

 
	
  

 	
  

 
	
  

 	
 with a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Sault Ste.
 Marie Tribe of Chippewa Indians

 
	
  

 	
 523 Ashmun
 Street

 
	
  

 	
 Sault Ste.
 Marie, Michigan 49783

 
	
  

 	
 Facsimile:
 (906) 635-4969

 
	
  

 	
 Attention:
 Darwin McCoy, Tribal Chairman;

 
	
  

 	
                   James
 Bias, Tribal Counsel

 
	
  

 	
  

 
	
  

 	
 and:

 
	
  

 	
  

 
	
  

 	
 Frost Brown
 Todd LLC

 
	
  

 	
 2200 PNC Center

 
	
  

 	
 201 East
 Fifth Street

 
	
  

 	
 Cincinnati,
 Ohio 45202

 
	
  

 	
 Facsimile:
 (513) 651-6981

 
	
  

 	
 Attention:
 Ronald E. Gold, Esq.

 
	
  

 	
  

 
	
 Signature
 Page to DIP Credit Agreement

 













	
  

 	
  

 	
  

 
	
 AGENTS AND LENDERS:

 	
 JEFFERIES FINANCE LLC, as the

 
	
  

 	
 Administrative
 Agent, Co-Lead Arranger and

 
	
  

 	
 Co-Bookrunner

 
	
  

 	
  

 
	
  

 	
 By:    /s/ E. J. Hess

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:    E. J. Hess

 
	
  

 	

 


 	
  

 
	
  

 	
 Title:    Managing Director

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
  

 	
 Address for
 Notices:

 
	
  

 	
  

 
	
  

 	
 Jefferies
 Finance LLC

 
	
  

 	
 520 Madison
 Ave, 16th Floor

 
	
  

 	
 New York NY
 10022

 
	
  

 	
 Attn:
 General Counsel

 
	
  

 	
  

 
	
  

 	
 with a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Bracewell
 & Giuliani LLP

 
	
  

 	
 1177 Avenue of
 the Americas

 
	
  

 	
 New York,
 New York 10036

 
	
  

 	
 Facsimile:
 (212) 508-6101

 
	
  

 	
 Attention:
 Kurt A. Mayr, Esq.

 
	
  

 	
                  Kristen
 V. Campana, Esq.

 
	
  

 	
  

 
	
 Signature
 Page to DIP Credit Agreement

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GOLDMAN SACHS LENDING PARTNERS LLC,

 
	
  

 	
 as
 Syndication Agent, Co-Lead Arranger,

 
	
  

 	
 Co-Bookrunner
 and Lender

 
	
  

 	
  

 
	
  

 	
 By:    /s/ Alison R. Lift

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:    Alison R. Lift

 
	
  

 	

 


 	
  

 
	
  

 	
 Title:    Authorized Signatory

 
	
  

 	

 


 	
  

 
	
  

 	
  

 
	
  

 	
 Address for
 Notices:

 
	
  

 	
  

 
	
  

 	
 Goldman
 Sachs Lending Partners LLC

 
	
  

 	
 c/o Goldman,
 Sachs & Co.

 
	
  

 	
 30 Hudson
 Street, 36th Floor

 
	
  

 	
 Jersey City,
 NJ 07302

 
	
  

 	
 Attention:
 SBD Operations

 
	
  

 	
 Attention:
 Andrew Caditz

 
	
  

 	
 Telecopier:
 (212) 428-1243

 
	
  

 	
 Email:
 Andrew.Caditz@gs.com

 
	
  

 	
 Email:
 Ficc-ny-closers@gs.com

 
	
  

 	
  

 
	
  

 	
 with a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Goldman
 Sachs Credit Partners L.P.

 
	
  

 	
 1 New York
 Plaza

 
	
  

 	
 New York,
 New York 10004

 
	
  

 	
 Attention:

 
	
  

 	

 


 	
  

 
	
  

 	
 Telecopier:
 (212) 902-3000

 
	
  

 	
  

 
	
  

 	
 with a copy
 to:

 
	
  

 	
  

 
	
  

 	
 Latham &
 Watkins LLP

 
	
  

 	
 233 South
 Wacker Drive

 
	
  

 	
 Suite 5800

 
	
  

 	
 Chicago, IL
 60606

 
	
  

 	
 Attention:
 Bradley E. Kotler, Esq.

 






	
  

 	
  

 
	
 Term A Commitment Amount:

 	
 $190,000,000

 
	
 Percentage of Term A Commitment Amount:

 	
 100%

 
	
 Delayed Draw Commitment Amount:

 	
 $20,000,000

 
	
 Percentage of Delayed Draw Commitment Amount:

 	
 100%

 


Signature Page to DIP Credit Agreement









SCHEDULES TO


SENIOR SECURED SUPERPRIORITY 

DEBTOR-IN-POSSESSION CREDIT AGREEMENT,


dated as of December
29, 2009,


among


GREEKTOWN HOLDINGS, L.L.C.


and


GREEKTOWN HOLDINGS II, INC., 

each as a Borrower, a Debtor and a Debtor-In-Possession,


GREEKTOWN CASINO, L.L.C., TRAPPERS GC
PARTNER, L.L.C., CONTRACT 

BUILDERS CORPORATION and REALTY EQUITY COMPANY, INC., 

each as a Subsidiary Guarantor, a Debtor and a Debtor-In-Possession,


VARIOUS FINANCIAL INSTITUTIONS, 

as the Lenders,


JEFFERIES FINANCE LLC, 

as the Administrative Agent,


GOLDMAN SACHS LENDING PARTNERS LLC, 

as the Syndication Agent


and


GOLDMAN SACHS LENDING PARTNERS LLC AND
JEFFERIES FINANCE LLC, 

as the Co-Lead Arrangers









	
  

 	
  

 	
  

 
	
 SCHEDULE I

 	
 -

 	
 Disclosure
 Schedule 

 
	
  

 	
  

 	
  

 
	
 SCHEDULE II

 	
 -

 	
 Prepetition
 Rate Protection Agreements 

 









SCHEDULE I 


DISCLOSURE SCHEDULE


	
  

 	
  

 	
  

 
	
 I.

 	
 Item 6.1.6:
Operative Documents  

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an auditorium-style
 theatre as part of the Permanent Casino Complex, (ii) failure to complete
 construction of the Permanent Casino Complex by the required completion date,
 (iii) failure to build-out the Event Center as shown in the July 15, 2006
 conceptual drawings approved by City Council for the SD-5 zoning for the
 Permanent Casino Complex, (iv) failure to pay Development Process Costs, and
 (v) failure to conduct a public offering. 

 













	
  

 	
  

 	
  

 
	
 II.

 	
 Item 6.1.17:
 Material Contracts 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The Jenkins
 Skanska Contract. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The
 Operating Company and Hnedak Bobo Group entered into a certain Standard Form
 of Agreement Between Owner and Architect, dated December 1, 2005, as amended.
 The Architect Agreement was not assumed and was not rejected by the Debtors
 in connection with the bankruptcy Case. 

 
	
  

 
	
  

 	
 •

 	
 The
 Operating Company, through its purchasing agent, Purchasing Management
 International, L.P., entered into a written contract (PMI Purchase Order Nos.
 119 and 120) with Impex Development LLC for the provision of furniture and
 other FF&E items for the Hotel/Garage component of the Permanent Casino
 Complex.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The Fine
 Point Group and the Operating Company entered into a Consulting Agreement
 dated as of December 31, 2008. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The
 Development Agreement.

 













	
  

 	
  

 	
  

 	
  

 
	
 III.

 	
 Item 6.2.1:
 Representations and Warranties 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Item
6.2.1(c):  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering.
 Specifically, the City has alleged that the Operating Company has failed to
 comply with the City’s SD-5 zoning ordinance by failing to construct the
 interior improvements to the Event Center as shown in the July 15, 2006
 conceptual drawings approved by City Council for the SD-5 zoning for the
 Permanent Casino Complex. The City has further alleged that, under Detroit
 Municipal Code Chapter 10.5, the City has the right to revoke the Operating
 Company’s authorization to conduct gaming operations at the Permanent Casino
 Complex due to the alleged violation of the SD-5 zoning ordinance. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Item 6.2.1(d):
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering.
 Specifically, the City has alleged that the Operating Company has failed to
 comply with the City’s SD-5 zoning ordinance by failing to construct the
 interior improvements to the Event Center as shown in the July 15, 2006
 conceptual drawings approved by City Council for the SD-5 zoning for the
 Permanent Casino Complex. The City has further alleged that, under Detroit
 Municipal Code Chapter 10.5, the City has the right to revoke the Operating
 Company’s authorization to conduct gaming operations at the Permanent Casino
 Complex due to the alleged violation of the SD-5 zoning ordinance. 

 













	
  

 	
  

 	
  

 
	
 IV.

 	
 Item 6.2.4:
 Certificate of Occupancy 

 
	
  

 	
  

 
	
  

 	
 •

 	
 Hotel/Garage:
 The temporary Certificate of occupancy has expired. The Operating Company has
 submitted to the City of Detroit Building & Safety Engineering Department
 all required submittals for issuance of a permanent Certificate of Occupancy.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Permanent
 Casino: To obtain the permanent certificate of occupancy for the Permanent
 Casino, the Operating Company must first obtain from the City’s Building
 & Safety Engineering Department an amended or replacement building permit
 for the Permanent Casino based on permit drawings showing the Event Center as
 core and shell space without interior improvements other than life safety
 improvements. The City’s Planning Department officials have determined that
 the completion of the Event Center as core and shell space would constitute a
 material change to the July 15, 2006 conceptual drawing approved by City
 Council in connection with the SD-5 zoning for the Permanent Casino Complex
 and that the amended or replacement building permit cannot be issued until
 the revised permit drawings are approved by City Council. The Operating
 Company has taken steps required to obtain the approval of City Council. The
 Planning Commission has scheduled a public hearing on the Operating Company’s
 requested change to the July 15, 2006 site plan approval drawings for December
 3, 2009. It will be necessary for City Council to conduct a public hearing
 and approve the Operating Company’s requested change to the July 15, 2006
 site plan approval drawings.

 













	
  

 	
  

 	
  

 
	
 V.

 	
 Item 6.2.7:
 Permits 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The
 Operating Company obtained a building permit from the City’s Department of
 Building & Safety Engineering for the construction of the Permanent
 Casino based on permit drawings which showed the Event Center as completed
 space. The Operating Company has attempted to obtain an amended or
 replacement building permit for the Casino based on permit drawings showing
 the Event Center as core and shell space without construction of interior
 improvements other than life safety improvements. The City’s Planning
 Commission officials have determined that the completion of the Event Center
 as core and shell space would constitute a material change to the July 15,
 2006 conceptual site plan approval drawings approved by City Council in
 connection with the SD-5 zoning for the Permanent Casino Complex and that the
 amended or replacement building permit cannot be issued until the revised
 permit drawings for the Event Center are approved by City Council. The
 Operating Company has taken steps required to obtain the approval of City
 Council. The Planning Commission has scheduled a public hearing on the
 Operating Company’s requested change to the July 15, 2006 site plan approval
 drawings for December 3, 2009. It will be necessary for City Council to
 conduct a public hearing and approve the change to the July 15, 2006 site
 plan approval drawings. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering. More
 specifically, the City has alleged that, under Detroit Municipal Code Chapter
 10.5, the City has the right to revoke the Operating Company’s authorization
 to conduct gaming operations at the Permanent Casino Complex due to the
 Operating Company’s alleged violation of the City’s SD-5 zoning ordinance for
 failure to construct the interior improvements for the Event Center in
 accordance with the July 15, 2006 conceptual drawings approved by City
 Council in connection with the SD-5 zoning for the Permanent Casino Complex. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan
 Gaming Control Board Order Approving Debt Transaction, Supplier-Licensing
 Exemption Requests, and Eligibility, Suitability, and Qualification of
 Certain Key Persons of Greektown Casino, L.L.C., dated November 15, 2005,
 exists. 

 













	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan
 Gaming Control Board Order Reserving the Board’s Right to Invoke the Sale
 Transaction Process from the 2005 Debt Transaction Order (File No.
 GTC-2005-006) and Requiring Greektown Casino, L.L.C., to Provide Financial
 Status Reports at Future Board Meetings, dated June 10, 2008, exists. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The City has
 issued a violation for failure to submit as-built electrical drawings for the
 parking structure portion of the Hotel/Garage. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The matters
 set forth in Item 8.1.30 of this Schedule I are incorporated into this Item
 6.2.7 by reference. 

 









 


	
  

 	
  

 	
  

 
	
 VI. 

 	
 Item 7.3:
 Governmental Approvals

 
	
  

 	
  

 
	
  

 	
 •

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering. More
 specifically, the City has alleged that, under Detroit Municipal Code Chapter
 10.5, the City has the right to revoke the Operating Company’s authorization
 to conduct gaming operations at the Permanent Casino Complex due to the
 Operating Company’s alleged violation of the City’s SD-5 zoning ordinance for
 failure to construct the interior improvements for the Event Center in
 accordance with the July 15, 2006 conceptual drawings approved by City
 Council in connection with the SD-5 zoning for the Permanent Casino Complex. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The
 Operating Company obtained a building permit from the City’s Department of
 Building & Safety Engineering for the construction of the Permanent
 Casino based on permit drawings which showed the Event Center as completed
 space. The Operating Company has attempted to obtain an amended or
 replacement building permit for the Casino based on permit drawings showing
 the Event Center as core and shell space without construction of interior
 improvements other than life safety improvements. The City’s Planning
 Commission officials have determined that the completion of the Event Center
 as core and shell space would constitute a material change to the July 15,
 2006 conceptual site plan approval drawings approved by City Council in
 connection with the SD-5 zoning for the Permanent Casino Complex and that the
 amended or replacement building permit cannot be issued until the revised
 permit drawings for the Event Center are approved by City Council. The
 Operating Company has taken steps required to obtain the approval of City
 Council. The Planning Commission has scheduled a public hearing on the
 Operating Company’s requested change to the July 15, 2006 site plan approval
 drawings for December 3, 2009. It will be necessary for City Council to
 conduct a public hearing and approve the change to the July 15, 2006 site
 plan approval drawings.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan
 Gaming Control Board Order Approving Debt Transaction, Supplier-Licensing
 Exemption Requests, and Eligibility, Suitability, and Qualification of
 Certain Key Persons of Greektown Casino, L.L.C., dated November 15, 2005,
 exists.

 













	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan
 Gaming Control Board Order Reserving the Board’s Right to Invoke the Sale
 Transaction Process from the 2005 Debt Transaction Order (File No.
 GTC-2005-006) and Requiring Greektown Casino, L.L.C., to Provide Financial
 Status Reports at Future Board Meetings, dated June 10, 2008, exists.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The City has
 issued a violation for failure to submit as-built electrical drawings for the
 parking structure portion of the Hotel/Garage.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The matters
 set forth in Item 8.1.30 of this Schedule I are incorporated into this Item
 7.3 by reference.

 












	
  

 	
  

 
	
 VII.

 	
 Item 7.8:
 Litigation, Labor Controversies etc. 

 






	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Litigation 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Court

 	
  

 	
 Case No.

 	
  

 	
 Date

 	
  

 	
 Parties

 	
  

 	
 Notes/Status

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Wayne
 County Circuit Court

 	
  

 	
 06-604544-CZ

 	
  

 	
 02/14/06

 	
  

 	
 Catherine Simmons v.
 Greektown Casino, L.L.C. and Steven Ford.

 	
  

 	
 Other general civil –
 stayed.

 

 Civil claims. Removed to U.S. District Ct. 5:06cv11266. Returned to Wayne Co.
 Cir. Ct. Settled on 6.8.07 for $7,500.00.

 

 Claim of Appeal filed 02/12/09.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 07-719185-CD

 	
  

 	
 07/18/07

 	
  

 	
 Teala Booker v. Greektown
 Casino, L.L.C

 	
  

 	
 Employment discrimination
 and wrongful termination claims.

 

 Administratively closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-101833-NI

 	
  

 	
 01/23/08

 	
  

 	
 Chester Baughan v.
 Greektown Casino, L.L.C.

 	
  

 	
 Car accident with Valet
 Driver.

 

 Personal injury auto negligence claims.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-111885-CK

 	
  

 	
 05/08/08

 	
  

 	
 Gray & Gray
 Productions Inc. v. Greektown Casino, L.L.C.

 	
  

 	
 Contract action.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-113248-CK

 	
  

 	
 05/23/08

 	
  

 	
 Greektown Casino, L.L.C.
 v. Raid Elias Jamil

 	
  

 	
 Collections litigation.
 Default judgment entered against Jamil on 11/14/08.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-116037-CZ

 	
  

 	
 06/25/08

 	
  

 	
 Greektown Casino, L.L.C. v
 Dimitrios Flerianos

 	
  

 	
 Collections litigation.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-119354-NO

 	
  

 	
 07/31/08

 	
  

 	
 Valerie Kaczor v. Greektown
 Casino, L.L.C.

 	
  

 	
 Personal Injury claims.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-122462-CZ

 	
  

 	
 09/04/08

 	
  

 	
 Greektown Casino, L.L.C.
 v. Ali Ahmad Sabra

 	
  

 	
 Collections litigation.
 Case settled and order of Dismissal with Prejudice entered on 12/5/08.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-123009-NO

 	
  

 	
 09/10/08

 	
  

 	
 Juan Morales v. Greektown
 Casino, L.L.C.

 	
  

 	
 Personal injury claims.
 Settled on 10/2/09 for $15,000.00.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-125351-NI

 	
  

 	
 10/03/08

 	
  

 	
 Dana Weeks v. John Doe,
 Greektown Casino, L.L.C., Greektown and Encompass Property and Casualty

 	
  

 	
 Personal injury auto
 negligence claims.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-127016-CL

 	
  

 	
 10/22/08

 	
  

 	
 Kenneth Higham v.
 Greektown Casino LLC dba Greektown Casino

 	
  

 	
 Labor relations.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 09-013933-CH

 	
  

 	
 06/05/09

 	
  

 	
 Barnes & Sweeney
 Enterprises c. Greektown Casino LLC, Chezcore Inc. and Jenkins Skanska
 Venture LLC

 	
  

 	
 Housing and real estate.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 09-026122-CD

 	
  

 	
 10/26/09

 	
  

 	
 Peaks, Carl v. Greektown
 Casino

 	
  

 	
 Ordinance misdemeanor
 drinking driving offence.

 

 Pending.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-015971-CZ

 	
  

 	
 11/14/08

 	
  

 	
 Greektown Casino, L.L.C.
 v. Kelvin Bostelman

 	
  

 	
 Collections litigation.

 

 Case closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 07-726148-CH

 	
  

 	
 9/28/07

 	
  

 	
 Mitchell & Sons
 Plumbing, Inc. v. Greektown Casino, L.L.C., Gray & Gray Productions,
 Corona Construction, Inc.,

 	
  

 	
 Construction lien
 foreclosure and unjust enrichment.

 

 Administratively

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Stewart Anderson d/b/a
 Vlad Electric, Merrill Lynch Corporation and Keybank National Association

 	
  

 	
 closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 07-728702-CZ

 	
  

 	
  

 	
  

 	
 George Alexander v.
 Greektown Casino, LLC

 	
  

 	
 Breach of contract.

 

 Administratively closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 05-53989-CD

 	
  

 	
  

 	
  

 	
 Tamara Ciaramitaro v.
 Greektown Casino, L.L.C.

 	
  

 	
 Greektown’s motion for
 summary disposition was granted on October 26, 2007 and the case was
 dismissed. Plainitff filed a claim of appeal, Case no. 28193. Stay Order
 applied 6/11/08.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 07-703249-CZ

 	
  

 	
  

 	
  

 	
 Bernard Bouschor v.
 Greektown Casino, L.L.C.

 	
  

 	
 Breach of contract.

 

 Administratively closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-118353-CZ

 	
  

 	
 7/22/08

 	
  

 	
 Lynora Adams-Beal v. Greektown
 Casino, L.L.C.

 	
  

 	
 Administratively closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 07-704722-NS

 	
  

 	
  

 	
  

 	
 Raelene Halley v.
 Greektown Casino, L.L.C.

 	
  

 	
 Negligence claim.

 

 Administratively closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 07-728248-NO

 	
  

 	
  

 	
  

 	
 Leslie Sestito vs.
 Greektown Casino, L.L.C. and Ronald Moore

 	
  

 	
 Defamation and emotional
 distress claims. Arbitration awarded $135,000 on 6/30/08.

 

 Administratively closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-119354-NO

 	
  

 	
  

 	
  

 	
 Nancy Ashford v. Greektown
 Casino, L.L.C.

 	
  

 	
 Sex discrimination.

 

 Administratively closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 36th
 District Court

 	
  

 	
 08-135083

 	
  

 	
  

 	
  

 	
 Greektown Casino, L.L.C.
 v. Sufian Saba

 	
  

 	
 File was written off.
 Awaiting receipt of dismissal order from court.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-135082

 	
  

 	
  

 	
  

 	
 Greektown Casino, L.L.C.
 v. Daniel Labes

 	
  

 	
 Proposed Order of
 dismissal filed with court. Awaiting receipt of dismissal order from the
 court.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-146749

 	
  

 	
  

 	
  

 	
 Greektown Casino, L.L.C. v
 Tam Van Nugyen

 	
  

 	
 Administratively closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 U.S.
 District Court – Eastern District

 	
  

 	
 2:07cv15004

 	
  

 	
 11/26/07

 	
  

 	
 Joseph M. Ogundu v.
 Greektown Casino, L.L.C., Mark Castillo and John Doe

 	
  

 	
 False arrest and
 defamation claims.

 

 other civil rights (440) stayed - REASSIGNED

 

 removed from Wayne County Circuit Court case no. 07-728902 NO

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2:07cv15258

 	
  

 	
 12/10/07

 	
  

 	
 Rodwell Campbell v.
 Greektown Casino, UAW Local 7777, Detroit Casino Council

 	
  

 	
 Labor/management relations
 (wrongful termination claims).

 

 Case closed.

 

 Removed from Wayne County Circuit Court case no. 07-725196.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2:07cv12881

 	
  

 	
 07/11/07

 	
  

 	
 Jimmy Jadan v. Greektown
 Casino, LLC and United Auto Workers Local 7777

 	
  

 	
 Labor and management
 relations claims. Complaint filed. No further action taken after complaint
 was filed – Order filed 07/29/09 for Jaden to show cause why the court should
 not dismiss his complaint for failure to prosecute.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 5:06cv11266

 	
  

 	
 03/27/06

 	
  

 	
 Catherine Simmons v.
 Greektown Casino, L.L.C. and Steven Ford

 	
  

 	
 Civil rights claims.
 Removed from Wayne County Circuit Court case no. 06-604544 CZ

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2:07cv13583

 	
  

 	
  

 	
  

 	
 Greektown Casino, L.L.C.,
 Kewadin Casinos Gaming 

 	
  

 	
 Appeal from insurance
 coverage 

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Authority, and Kewadin
 Greektown Casino, L.L.C. v. Zurich American Insurance Company and American
 Home Assurance Company

 	
  

 	
 declaratory judgment. 6th
 Circuit mediator indicated that Zurich is ready to resolve without filing
 briefs or arguing the case. Stayed by automatic stay.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2:07cv12797

 	
  

 	
  

 	
  

 	
 Gary Greene v Greektown
 Casino, L.L.C.

 	
  

 	
 Violations of Family
 Medical Leave Act, Disability Civil Rights and Intentional Infliction of
 Emotional distress. Administratively closed. Stayed by automatic stay.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2:09cv13492

 	
  

 	
 09/04/09

 	
  

 	
 Ciaramitaro v. Unum Life
 Insurance company of America and Greektown Casino, LLC

 	
  

 	
 Other contract claims.

 

 Scheduling order for ERISA filed 11/6/09.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2:09cv12460- PDB-RSW

 	
  

 	
 06/22/09

 	
  

 	
 Greektown Holdings, LLC,
 Debtor, City of Detroit, Appellant

 	
  

 	
 Bankruptcy appeal of case
 in USBC- DT 08-53104.

 

 Appeal 28 USC 158.

 

 Notice to appear filed 10/14/09.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Genesee
 County Circuit Court

 	
  

 	
 07-87579

 	
  

 	
  

 	
  

 	
 Greektown Casino, L.L.C.
 v. John Mansour

 	
  

 	
 Collection litigation.
 Administratively closed.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 U.S. 6th
 Circuit Court of Appeals

 	
  

 	
 08-1433

 	
  

 	
 4/2/08

 	
  

 	
 Greektown Casino, L.L.C.,
 Kewadin Casinos Gaming Authority, and Kewadin Greektown Casino, L.L.C. v.
 Zurich American Insurance Company and American Home Assurance Company

 	
  

 	
 Contract: insurance
 appeal.

 

 Stayed upon motion by Greektown.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 U.S.
 Bankruptcy Court Eastern District of MIchigan

 	
  

 	
 08-05014-wsd

 	
  

 	
 09/2/02

 	
  

 	
 Helen Ealy and Pinella
 Hatch v. Greektown Casino, L.L.C.

 	
  

 	
 Adversary proceedings
 instituted. Claims related to alleged breach of settlement agreement. Held in
 abeyance per order of court May 1, 2009.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 08-05458-wsd

 	
  

 	
 10/22/08

 	
  

 	
 Kenneth Higham v.
 Greektown Casino, L.L.C. dba Greektown Casino.

 	
  

 	
 Labor relations claims.
 Adversary proceedings instituted. Remanded to circuit court on 6/23/09 per
 court order. Adversary proceeding was closed on 6/29/09.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 09-05714-wsd

 	
  

 	
 8/10/09

 	
  

 	
 City of Detroit v.
 Greektown Casino, L.L.C.

 	
  

 	
 Adversary case.

 

 Order setting aside clerk’s entry of default filed 11/6/09.

 






	
  

 	
  

 
	
 B.

 	
 Active
 Workers’ Compensation Claims

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name of Employee

 	
  

 	
 Claim

 	
  

 	
 Estimated Potential Liability/Exposure

 
	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Frances G. Safford

 	
  

 	
 Work related injury

 	
  

 	
 $4,800 plus unknown
 outstanding medical payments

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ali Fittahey

 	
  

 	
 Slip and fall by valet
 driver

 	
  

 	
 $3,390 of unpaid medical
 bills under cost containment which may reduce the medical bills by 60% to
 70%.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Walter A. Boykin

 	
  

 	
 Disability of pulmonary
 system as a result of smoke exposure during employment

 	
  

 	
 Unknown. Believed to be a
 modest liability.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sonja Johnson

 	
  

 	
 Work-related disability.
 Received surgery for carpel tunnel syndrome.

 	
  

 	
 Unknown. Plaintiff was
 paid sickness and accident benefits during the time off work. Demand
 $180,000.00. Trial Date 1/01/10.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Jeanne D. Cates

 	
  

 	
 Alleged shoulder injury

 	
  

 	
 Unknown. Plaintiff treated
 by Company doctor and received physical therapy, but was dissatisfied and
 began treatment with 

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 her own physician who
 recommends surgery

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Arturo Cendana

 	
  

 	
 Injuries related to neck
 and cervical spine

 	
  

 	
 Claim settled for
 $20,322.26. Due to current bankruptcy status Greektown cannot proceed to
 redemption without specific authorization

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Kelvin Echols

 	
  

 	
 Slip and fall injury

 	
  

 	
 There is significant
 exposure due to his young age. Authority should be extended up to 2 yrs of
 benefits or up to $52,000.00 to resolve the indemnity claim in this matter.
 In addition, there is a Medicaid lien of $560.15, which will have to be
 addressed (as of 3/23/09). Authority up to $52,560.15.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Brenda Hicks

 	
  

 	
 Injury to right shoulder,
 left arm and multiple body parts

 	
  

 	
 Plaintiff made a demand of
 $53,000. Conflicting medical evidence exists and reasonable liability
 estimated at $20,000 to $30,000. Requesting authority up to $35,000, Trial
 date on 1/20/10.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Lisa Griffin

 	
  

 	
 psychological/psychiatric
 injury

 	
  

 	
 Plaintiff made a demand
 for $18,000. Very conflicting medical evidence exists and reasonable
 liability estimated at $7,500. Settled 7/15/09 for $10,000.00.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mike Edmonson

 	
  

 	
 Motor vehicle accident

 	
  

 	
 Unknown. Greektown
 believes it has a significant defense to this claim.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Trina Smith

 	
  

 	
 Injury to neck and back.

 	
  

 	
 $20,000 to $25,000. Trial
 Date 12/9/09.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Roshawnda Rozier

 	
  

 	
 Injury to neck and back

 	
  

 	
 Previous settlement demand
 of $140,000 or 7 years of benefits. Reasonable liability estimated at $50,000
 to $60,000. Settled on 9/27/09 for $85,000.00.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Doris W. Holman

 	
  

 	
 Closed head injury, knees,
 ankles, neck left shoulder, left side and hands injury

 	
  

 	
 If the case were tried
 today the accrued owing including interest would be $21,036.90, made up of
 $19,863.93 indemnity plus $1,172.97 interest. In light of this, the $60,000
 demand is not out of line. It is so low due to the plaintiff’s age. ($40,000
 for wage loss and $20,000 in medical for the MSA). Trial date = 12/8/09.
 Employee request nursing/attendant care and attorney fee on medical.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Tiffany Roberson

 	
  

 	
 Shoulder and back injury

 	
  

 	
 Settled for $6,000.00 on
 8/24/09.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Janice Shaw

 	
  

 	
 Hands, wrists and arm
 injury

 	
  

 	
 The plaintiff’s ongoing
 subjective, complaints of pain, there are no objective findings by multiple
 doctors. Demand $60,000, Control Date 1/13/10, We are requesting &
 awaiting authorization for $20,000 (closed period).

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Jerry Jackson

 	
  

 	
 Slip and fall injury

 	
  

 	
 Plaintiff made demand of
 $75,000. Medical records and examination are pending. Control Date of
 12-3-09. Plaintiff is no longer working at BC/Bs and our co-defense attorney
 has filed a petition for determination of rights bringing in Blue Cross.
 Records suggesting that plaintiff did have some knee problems while working
 at BC/Bs in 2001 and 2002. He also did file a claim for STD benefits for the
 same knee while working at BC/BS.

 






	
  

 	
  

 
	
 C.

 	
 Michigan
 Gaming Control Board Order Approving Debt Transaction, Supplier-Licensing
 Exemption Requests, and Eligibility, Suitability, and Qualification of
 Certain Key Persons of Greektown Casino, L.L.C., dated November 15, 2005. 

 
	
  

 	
  

 
	
 D.

 	
 Michigan
 Gaming Control Board Order Reserving the Board’s Right to Invoke the Sale
 Transaction Process from the 2005 Debt Transaction Order (File No.
 GTC-2005-006) and Requiring Greektown Casino, L.L.C., to Provide Financial
 Status Reports at Future Board Meetings, dated June 10, 2008. 

 
	
  

 	
  

 
	
 E.

 	
 On May 12,
 2009, Jenkins/Skanska submitted a claim against the Operating Company in the
 amount of $507,316 for reimbursement of legal fees alleged to be due under
 the Construction Contract. This amount is being negotiated by Jenkins/Skanska
 and the Operating Company and has not been paid. The claim has not yet been
 submitted to arbitration.

 
	
  

 	
  

 
	
 F.

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering. On
 August 10, 2009, counsel for the City sent a Notice of Default to the
 Operating Company listing additional defaults under the Development
 Agreement.

 
	
  

 	
  

 
	
 G.

 	
 Entertainment
 Interests Group, L.L.C. (“EIG”)
 has filed identical Proofs of Claim dated August 29 and September 2, 2008 in
 the amounts of $30,133,700 against Greektown Holdings, Kewadin, and Monroe
 for damages arising from their alleged breach of a May 2, 2008 Purchase
 Agreement under which EIG purportedly agreed to purchase a 40% interest in
 the Operating Company. Greektown Holdings, Kewadin, and Monroe dispute that
 they breached this Purchase Agreement, and they instead contend that EIG
 breached the Purchase Agreement and treated the Purchase Agreement as
 terminated and has admitted that it was impossible for it to perform.
 Regardless, Greektown Holdings, 

 













	
  

 	
  

 
	
  

 	
 Kewadin, and
 Monroe contend that EIG has not been harmed by any breach and has not lost
 any profits and, in any event, will do much better investing its funds
 elsewhere in other ventures. 

 
	
  

 	
  

 
	
 H.

 	
 The
 Operating Company, through its purchasing agent, Purchasing Management
 International, L.P., entered into a written contract (PMI Purchase Order Nos.
 119 and 120) with Impex Development LLC for the provision of furniture and
 other FF&E items for the Hotel/Garage component of the Permanent Casino
 Complex. On January 8, 2009, Impex Development LLC defaulted under the
 Purchase Orders, and the Operating Company obtained the furniture and
 FF&E items from substitute suppliers so that the February 15, 2009
 opening of the Hotel/Garage for business was not delayed. The Operating
 Company has asserted a claim against Impex Development LLC in the amount of
 $1,397,002. 

 
	
  

 	
  

 
	
 I.

 	
 The matters
 set forth in Item 6.27 of this Schedule I are incorporated into this Item 7.8
 by reference. 

 












	
  

 	
  

 	
  

 	
  

 	
  

 
	
 VIII.

 	
 Item 7.9:
 Ownership of Properties 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 In addition
 to the Permanent Casino Complex, the Surplus Parcels, the Easements, and the
 Improvements, Greektown Holdings
 or one of its Subsidiaries hold a real property interest in the following properties:
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 Leasehold
 interest: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Ground lease
 located at 1041 St. Antoine Street (St. Mary’s School Building). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Lease
 Agreement dated June 1, 2009 between Warehouse Associates LLC and the
 Operating Company. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

 	
 The
 Subsidiaries are lessors in the following leases: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Retail Lease
 Agreement dated November 5, 1998 between the Operating Company and Acropolis
 Baker, Inc. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Parking
 Lease Agreement dated February 25, 1992 between the City of Detroit Downtown
 Development Authority and the Operating Company (assigned from 400 Monroe
 Associates), as amended (Atheneum). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Retail Lease
 Agreement dated March 1, 2005 between the Operating Company and Cold Stone
 Creamery, Inc. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Retail Lease
 Agreement dated December 30, 2003 between the Operating Company and Detroit
 Cocktail Club, LLC (Delux Lounge). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Lease
 Agreement dated May 1, 2003 between the Operating Company and The End Zone
 Chicken and Ribs, LLC. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Lease dated
 October 1, 1979 between TGCP (successor in interest to Americal Development
 Corporation) and Dimitrios Pappas and Ted Gatzaros, as amended (Pegasus). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Lease
 Agreement for Parking Spaces dated September 11, 2006 between the Operating
 Company and Boydell Development, Inc. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Retail Lease
 Agreement dated March 1, 2007 between the Operating Company and Cold Stone
 Creamery, Inc. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Retail Lease
 Agreement, dated January 1, 2007, by and between the Operating Company and
 Dionysis LLC (Europa). 

 













	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Retail Lease
 Agreement, dated March 16, 2007, by and between the Operating Company and
 Mobile-1 Michigan, LLC (Mobile-1). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 •

 	
 Office Lease
 Agreement, dated October 1, 2009, by and between the Operating Company and
 Sulejman Abdulai (dba The Ham Shop). 

 













	
  

 	
  

 	
  

 	
  

 
	
 IX.

 	
 Item 7.10(b):
 Taxes 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Exceptions
 to Section 7.10(b): None. 

 













	
  

 	
  

 	
  

 
	
 X.

 	
 Item 7.11:
 Pension and Welfare Plans 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Exceptions
 to Section 7.11: None. 

 













	
  

 	
  

 	
  

 
	
 XI.

 	
 Item 7.12:
 Permits 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The Operating
 Company obtained a building permit from the City’s Department of Building
 & Safety Engineering for the construction of the Permanent Casino based
 on permit drawings which showed the Event Center as completed space. The
 Operating Company has attempted to obtain an amended or replacement building
 permit for the Casino based on permit drawings showing the Event Center as
 core and shell space without interior improvements other than life safety
 improvements. The City’s Planning Department officials have determined that
 the completion of the Event Center as core and shell space would constitute a
 material change to the July 15, 2006 conceptual drawing approved by City
 Council in connection with the SD-5 zoning for the Permanent Casino Complex
 and that the amended or replacement building permit cannot be issued until
 the revised permit drawings are approved by City Council. The Operating
 Company has taken steps required to obtain the approval of City Council. The
 Planning Commission has scheduled a public hearing on the Operating Company’s
 requested change to the July 15, 2006 site plan approval drawings for
 December 3, 2009. It will be necessary for City Council to conduct a public
 hearing and approve the change to the July 15, 2006 site plan approval
 drawings. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering. On
 August 10, 2009, counsel for the City sent a Notice of Default to the
 Operating Company listing additional defaults under the Development
 Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan Gaming
 Control Board Order Approving Debt Transaction, Supplier-Licensing Exemption
 Requests, and Eligibility, Suitability, and Qualification of Certain Key
 Persons of Greektown Casino, L.L.C., dated November 15, 2005, exists. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan
 Gaming Control Board Order Reserving the Board’s Right to Invoke the Sale
 Transaction Process from the 2005 Debt Transaction Order (File No.
 GTC-2005-006) and Requiring Greektown Casino, L.L.C., to Provide Financial
 Status Reports at Future Board Meetings, dated June 10, 2008, exists. 

 













	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The City has
 issued a violation for failure to submit as-built electrical drawings for the
 parking structure portion of the Hotel/Garage. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The matters
 set forth in Item 8.1.30 of this Schedule I are incorporated into this Item
 7.12 by reference. 

 













	
  

 	
  

 	
  

 
	
 XII.

 	
 Item 7.14:
 Environmental Warranties

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Exceptions
 to Section 7.14: None.

 












	
  

 	
  

 	
  

 
	
 XIII.

 	
 Item 7.15:
 Intellectual Property 

 
	
  

 	
  

 	
  

 
	
  

 	
 Exceptions
 to Section 7.15: 

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 The
 Operating Company - Michigan and Federal Trademarks: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Country/

 	
  

 	
 APPLICATION

 	
  

 	
 Registration

 	
  

 	
  

 	
  

 	
  

 
	
 MARK

 	
  

 	
 State

 	
  

 	
 #

 	
  

 	
 Date

 	
  

 	
 Registration
 #

 	
  

 	
 STATUS

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 GREEKTOWN CASINO

 	
  

 	
 US

 	
  

 	
 75/308,994

 	
  

 	
 3/21/2000

 	
  

 	
 2,333,918

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 GREEKTOWN CASINO

 	
  

 	
 US

 	
  

 	
 78/724,210

 	
  

 	
 1/2/2007

 	
  

 	
 3,192,247

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
GREEKTOWN CASINO &
 DESIGN

 	
  

 	
 US

 	
  

 	
 78/724,206

 	
  

 	
 5/29/2007

 	
  

 	
 3,246,347

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
LET THE PARTY BEGIN AT GREEKTOWN

 	
  

 	
 US

 	
  

 	
 78/724,201

 	
  

 	
 1/30/2007

 	
  

 	
 3,203,656

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
THE ALLEY GRILLE
 STEAKHOUSE

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 10/20/2005

 	
  

 	
 M08248

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 APOLLO

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 10/20/2005

 	
  

 	
 M08244

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 GRAPEVINE CAFÉ

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 10/20/2005

 	
  

 	
 M08242

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 THE OLIVE ROOM

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 10/20/2005

 	
  

 	
 M08246

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 OUZO’S

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/30/2008

 	
  

 	
 M09299

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 OPA! BAR

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/30/2008

 	
  

 	
 M09303

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 GALLERIA BAR

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/30/2008

 	
  

 	
 M09298

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TRAPPER’S SNACK BAR

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/8/2008

 	
  

 	
 M08-667

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 TRAPPER’S PATIO

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/8/2008

 	
  

 	
 M08-663

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
AMAZING RACE & SLOTS
 TABLE GAMES

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/5/2008

 	
  

 	
 M08-935

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BONU$ PLAY

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/8/2008

 	
  

 	
 M08-661

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BONU$ POINTS

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/8/2008

 	
  

 	
 M08-665

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BISTRO 555

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/30/2008

 	
  

 	
 M09300

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 SHADES LOUNGE

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/30/2008

 	
  

 	
 M09301

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 INTERNATIONAL BUFFET

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 9/30/2008

 	
  

 	
 M09302

 	
  

 	
 REGISTERED

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BONU$ BET

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 12/08/2008

 	
  

 	
 M09166

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BONU$ BUCKS

 	
  

 	
 MI

 	
  

 	
  

 	
  

 	
 12/08/2008

 	
  

 	
 M09159

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 GREEKTOWN CASINO- HOTEL

 	
  

 	
 US

 	
  

 	
 77/686,463

 	
  

 	
 07/21/2009

 	
  

 	
 3,659,644

 	
  

 	
 REGISTERED

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 CLUB GREEKTOWN

 	
  

 	
 US

 	
  

 	
 77/686,491

 	
  

 	
 07/21/2009

 	
  

 	
 3,659,645

 	
  

 	
 REGISTERED

 






	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Domain Name:
 “greektowncasino.com” 

 













	
  

 	
  

 	
  

 	
  

 
	
 XIV.

 	
 Item 7.18:
 Existing Defaults 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The items
 set forth in Item 7.21 of this Schedule I are incorporated into this Item
 7.18 by reference. 

 













	
  

 	
  

 	
  

 	
  

 
	
 XV.

 	
 Item 7.21:
 Material Contracts 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Jenkins/Skanska
 Contract 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 The
 Operating Company and Jenkins/Skanska Venture, LLC entered into a certain
 Standard Form of Agreement Between Owner and Construction Manager, dated
 October 3, 2002, as amended. The Jenkins Skanska Contract was not assumed and
 was not rejected by the Debtors in connection with the bankruptcy Case. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 The
 construction work under the Jenkins Skanska Contract was completed in phases,
 and Substantial Completion of the last phase was achieved February 15, 2009.
 All Work items under the Jenkins Skanska Contract have been completed, and
 the Jenkins Skanska Contract has been closed out, except for obligations of
 the Operating Company and Jenkins Skanska, which, by the terms of the Jenkins
 Skanska Contract, survive termination of the Jenkins Skanska Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 The one-year
 construction warranty provided by Jenkins Skanska under the Jenkins Skanska
 Contract has expired with respect to certain components of the Permanent
 Casino Complex.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 On May 12,
 2009, Jenkins/Skanska submitted a claim against the Operating Company in the
 amount of $507,316 for reimbursement of legal fees alleged to be due under
 the Construction Contract. This amount is being negotiated by Jenkins/Skanska
 and the Operating Company and has not been paid.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Architect
 Agreement 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 The
 Operating Company and Hnedak Bobo Group entered into a certain Standard Form
 of Agreement Between Owner and Architect, dated December 1, 2005, as amended.
 The Architect Agreement was not assumed and was not rejected by the Debtors
 in connection with the bankruptcy Case.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 All design
 services under the Architect Agreement have been completed, and the Architect
 Agreement has been closed out, except for obligations of the Operating
 Company and the architect which, by the terms of the Architect Agreement,
 survive termination of the Architect Agreement.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Impex
 Purchase Orders 

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 • 

 	
 The
 Operating Company, through its purchasing agent, Purchasing Management
 International, L.P., entered into a written contract (PMI Purchase Order Nos.
 119 and 120) with Impex Development LLC for the provision of furniture and
 other FF&E items for the Hotel/Garage component of the Permanent Casino
 Complex. On January 8, 2009, Impex Development LLC defaulted under the
 Purchase Orders, and the Operating Company obtained the furniture and
 FF&E items from substitute suppliers so that the February 15, 2009 opening
 of the Hotel/Garage for business was not delayed. The Operating Company has
 asserted a claim against Impex Development LLC in the amount of $1,397,002.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Development
 Agreement

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Other

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 The
 construction liens set forth in Item 8.2.3(G) of this Schedule I are
 incorporated into this Item 7.21 by reference.

 













	
  

 	
  

 	
  

 	
  

 
	
 XVI.

 	
 Item 7.25:
 Labor Disputes; Acts of God; Casualty and Condemnation

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Exceptions
 to Section 7.25: None. 

 













	
  

 	
  

 	
  

 	
  

 
	
 XVII.

 	
 Item 7.29:
 No Brokers

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Exceptions
 to Section 7.29: None. 

 













	
  

 	
  

 
	
 XVIII.

 	
 Item 7.30:
 No Building Code Violation 

 




	
  

 	
  

 	
  

 
	
  

 	
 • 

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering. More
 specifically, the City has alleged that the Operating Company has failed to
 comply with the City of Detroit SD-5 zoning ordinance by failing to construct
 the interior improvements to the Event Center as shown in the July 15, 2006
 conceptual drawings approved by City Council for the SD-5 zoning for the
 Permanent Casino Complex. 

 
	
  

 	
  

 	
  

 
	
  

 	
 • 

 	
 The City has
 issued a violation for failure to submit as-built electrical drawings for the
 parking structure portion of the Hotel/Garage. 

 
	
  

 	
  

 	
  

 
	
  

 	
 • 

 	
 The matters
 set forth in Item 8.1.30 of this Schedule I are incorporated into this Item
 7.30 by reference. 

 









	
  

 	
  

 	
  

 
	
 XIX.

 	
 Item 7.32:
 MGCB Approval

 
	
  

 	
  

 
	
  

 	
 • 

 	
 A Michigan
 Gaming Control Board Order Approving Debt Transaction, Supplier-Licensing
 Exemption Requests, and Eligibility, Suitability, and Qualification of
 Certain Key Persons of Greektown Casino, L.L.C., dated November 15, 2005,
 exists. 

 
	
  

 	
  

 	
  

 
	
  

 	
 • 

 	
 A Michigan
 Gaming Control Board Order Reserving the Board’s Right to Invoke the Sale
 Transaction Process from the 2005 Debt Transaction Order (File No.
 GTC-2005-006) and Requiring Greektown Casino, L.L.C., to Provide Financial
 Status Reports at Future Board Meetings, dated June 10, 2008, exists. 

 
	
  

 	
  

 	
  

 
	
  

 	
 • 

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering. 

 









	
  

 	
  

 
	
 XX.

 	
 Item 8.1.6:
 Continued Effectiveness of Licenses 

 




	
  

 	
  

 	
  

 
	
  

 	
 • 

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering. More
 specifically, the City has alleged that, under Detroit Municipal Code Chapter
 10.5, the City has the right to revoke the Operating Company’s authorization
 to conduct gaming operations at the Permanent Casino Complex due to the
 Operating Company’s alleged violation of the City of Detroit SD-5 zoning
 ordinance for failure to construct the interior improvements for the Event
 Center in accordance with the July 15, 2006 conceptual drawings approved by
 City Council in connection with the SD-5 zoning for the Permanent Casino
 Complex. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan
 Gaming Control Board Order Approving Debt Transaction, Supplier-Licensing
 Exemption Requests, and Eligibility, Suitability, and Qualification of
 Certain Key Persons of Greektown Casino, L.L.C., dated November 15, 2005,
 exists. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan
 Gaming Control Board Order Reserving the Board’s Right to Invoke the Sale
 Transaction Process from the 2005 Debt Transaction Order (File No. GTC-2005-006)
 and Requiring Greektown Casino, L.L.C., to Provide Financial Status Reports
 at Future Board Meetings, dated June 10, 2008, exists. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The matters
 set forth in Item 8.1.30 of this Schedule I are incorporated into this Item
 8.1.6 by reference 

 









	
  

 	
  

 
	
 XXI.

 	
 Item 8.1.14:
Compliance with Legal Requirements  

 




	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering. More
 specifically, the City has alleged that the Operating Company has failed to
 comply with the City of Detroit SD-5 zoning ordinance by failing to construct
 the interior improvements to the Event Center as shown in the July 15, 2006
 conceptual drawings approved by City Council for the SD-5 zoning for the
 Permanent Casino Complex. The City has further alleged that, under Detroit
 Municipal Code Chapter 10.5, the City has the right to revoke the Operating
 Company’s authorization to conduct gaming operations at the Permanent Casino
 Complex due to the alleged violation of the SD-5 zoning ordinance. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The Operating
 Company obtained a building permit from the City’s Department of Building
 & Safety Engineering for the construction of the Permanent Casino based
 on permit drawings which showed the Event Center as completed space. The
 Operating Company has attempted to obtain an amended or replacement building
 permit for the Casino based on permit drawings showing the Event Center as
 core and shell space without interior improvements other than life safety
 improvements. The City’s Planning Department officials have determined that
 the completion of the Event Center as core and shell space would constitute a
 material change to the July 15, 2006 conceptual drawing approved by City
 Council in connection with the SD-5 zoning for the Permanent Casino Complex
 and that the amended or replacement building permit cannot be issued until
 the revised permit drawings are approved by City Council. The Operating
 Company has taken steps required to obtain the approval of City Council. The
 Planning Commission has scheduled a public hearing on the Operating Company’s
 requested change to the July 15, 2006 site plan approval drawings for
 December 3, 2009. It will be necessary for City Council to conduct a public
 hearing and approve the change to the July 15, 2006 site plan approval drawings.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan
 Gaming Control Board Order Approving Debt Transaction, Supplier-Licensing
 Exemption Requests, and Eligibility, Suitability, and Qualification of
 Certain Key Persons of Greektown Casino, L.L.C., dated November 15, 2005,
 exists. 

 









	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 A Michigan
 Gaming Control Board Order Reserving the Board’s Right to Invoke the Sale
 Transaction Process from the 2005 Debt Transaction Order (File No.
 GTC-2005-006) and Requiring Greektown Casino, L.L.C., to Provide Financial
 Status Reports at Future Board Meetings, dated June 10, 2008, exists. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The matters
 set forth in Item 8.1.30 of this Schedule I are incorporated into this Item
 8.1.14 by reference. 

 









	
  

 	
  

 
	
 XXII.

 	
 Item 8.1.19:
 Compliance with Project Documents 

 




	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The City has
 alleged that the Operating Company is in default under the Development
 Agreement for certain matters including (i) failure to construct an
 auditorium-style theatre as part of the Permanent Casino Complex, (ii)
 failure to complete construction of the Permanent Casino Complex by the
 required completion date, (iii) failure to build-out the Event Center as
 shown in the July 15, 2006 conceptual drawings approved by City Council for
 the SD-5 zoning for the Permanent Casino Complex, (iv) failure to pay
 Development Process Costs, and (v) failure to conduct a public offering. 

 









	
  

 	
  

 
	
 XXIII.

 	
 Item 8.1.25:
 Compliance with Construction Documents 

 




	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 On May 12,
 2009, Jenkins/Skanska submitted a claim against the Operating Company in the
 amount of $507,316 for reimbursement of legal fees alleged to be due under
 the Construction Contract. This amount is being negotiated by Jenkins/Skanska
 and the Operating Company and has not been paid. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The
 construction liens set forth in Item 8.2.3(G) of this Schedule I are
 incorporated into this Item 8.1.25 by reference. 

 









	
  

 	
  

 
	
 XXIV.

 	
 Item 8.1.30:
 Certificate of Occupancy 

 




	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Hotel/Garage:
 The temporary Certificate of occupancy has expired. The Operating Company has
 submitted to the City of Detroit Building & Safety Engineering Department
 all required submittals for issuance of a permanent Certificate of Occupancy.
 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Permanent
 Casino: To obtain the permanent certificate of occupancy for the Permanent
 Casino, the Operating Company must first obtain from the City’s Building &
 Safety Engineering Department an amended or replacement building permit for
 the Permanent Casino based on permit drawings showing the Event Center as
 core and shell space without interior improvements other than life safety
 improvements. The City’s Planning Department officials have determined that
 the completion of the Event Center as core and shell space would constitute a
 material change to the July 15, 2006 conceptual drawing approved by City
 Council in connection with the SD-5 zoning for the Permanent Casino Complex
 and that the amended or replacement building permit cannot be issued until
 the revised permit drawings are approved by City Council. The Operating
 Company has taken steps required to obtain the approval of City Council. The
 Planning Commission has scheduled a public hearing on the Operating Company’s
 requested change to the July 15, 2006 site plan approval drawings for
 December 3, 2009. It will be necessary for City Council to conduct a public
 hearing and approve the Operating Company’s requested change to the July 15,
 2006 site plan approval drawings. 

 









	
  

 	
  

 
	
 XXV.

 	
 Item 8.1.31:
 Payment of Certain Fees and Expenses 

 




	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 $2,000,000 -
 Professional Fees 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 $6,000,000 –
 Financing Commitment Fees for Exit Financing 

 









XXVI. Item
8.2.3: Permitted Liens 


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Debtor:
 Greektown Holdings, L.L.C. 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 MI-Dept. of State

 	
  

 	
 2005209452-0

 	
  

 	
 12/6/05

 	
  

 	
 Merrill Lynch Capital
 Corporation

 	
  

 	
 All personal property

 






	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Debtor:
 Greektown Holdings II, Inc.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 



 
	
 MI-Dept. of State

 	
  

 	
 2005209456-8

 	
  

 	
 12/6/05

 	
  

 	
 Merrill Lynch Capital
 Corporation

 	
  

 	
 All personal property

 






	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Debtor:
 Greektown Casino, L.L.C.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 MI-Wayne County Register
 of Deeds

 	
  

 	
 Instrument No. 206057708,
 LIBER 44031, PAGE 309 as restated under file no. 207177633, Liber 46206, Page
 1413

 	
  

 	
 12/8/05

 	
  

 	
 Merrill Lynch Capital
 Corporation, as Administrative Agent

 	
  

 	
 *See Collateral
 Description for Instrument No. 206057708 below.(Site)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 *Collateral Description
 for Instrument No. 206057708:

 
	
  

 
	
 555 Lafayette Ave. - Real
 Property tax parcel no. 000165-73, Ward 03. Parcel K-1 (Parcel A) Lots 123
 and 124, Plat of Lambert Beaubien Farm; Lots A, B and C of Candler’s
 Subdivision of Lots 125 and 126 of Lambert Beaubien Farm; Lots 8 and 9 of
 Plat of Antoine Beaubien Farm being that portion of Lots 8 and 9 lying
 northerly of East Lafayette St. and southerly of the public alley (now
 vacated) running from Beaubien to St. Antoine St. in the block bounded by
 Beaubien, East Lafayette, St. Antoine and Monroe Ave., and all of the vacated
 20 feet alley lying north of and adjacent to the above described lots. Also
 part of Lot 7, and all of Lots 13, 14 and 15 of Plat of Antoine Beaubien Farm
 being that portion of Lot 7 lying

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
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 FILE NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

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 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 northerly of East
 Lafayette and southerly of public alley (now vacated), running from Beaubien
 to St. Antoine St. in the block bounded by Beaubien, East Lafayette, St.
 Antoine and Monroe Ave., and the south 1⁄2 of the vacated 20 foot alley, lying
 north of and adjacent to said Lots 7 and 15 of Plat of Antoine Beaubien Farm.

 
	
  

 
	
 Parcels K-1 and K-2
 insured together with a mutual perpetual, reciprocal and non-exclusive
 easement for ingress and egress and access to and from St. Antoine St.

 
	
  

 
	
 (Trappers Alley) 555
 Lafayette Ave. - Real Property tax parcel no. 000192, ward 03. Parcel K-2
 Lots 127, 128, 129 and 130 of Plat of Lambert Beaubien Farm, and the
 northerly 138.36 feet of the southerly 296.92 feet of Lots 8 and 9 of Plat of
 Antoine Beaubien Farm being that portion of Lots 8 and 9 lying southerly of
 Monroe Ave. and northerly of the public alley (now vacated) running from
 Beaubien to St. Antoine St. in the block bounded by Beaubien, East Lafayette,
 St. Antoine and Monroe Ave.

 
	
  

 
	
 Parcels K-1 and K-2
 insured together with a mutual perpetual, reciprocal and non-exclusive
 easement for ingress and egress and access to and from St. Antoine St.

 
	
  

 
	
 (Greektown parking garage)
 Monroe Ave - Real Property tax parcel no. 000161, ward 01. Parcel K-3 Lots A
 through N inclusive and Lots 4, 5, 6, 14, 15 and 16 and vacated alleys
 between said lots of Plat of Subdivision of the West Part of Block No. 7,
 Brush Farm.

 
	
  

 
	
 (parking lots) 455 East
 Fort St. - Real Property tax parcel no. 000150-1, ward 01 (Parcel K-4) Lot
 106 of Plat of Lambert Beaubien Farm.

 
	
  

 
	
 (parking lots) 419 East
 Fort St. – Real Property tax parcel no. 000150-1, ward 01 (Parcel K-5) Lot
 103 of Plat of Lambert Beaubien Farm, also the easterly portion of Lot 19,
 block 6 of Plat of Part of Brush Farm, said easterly portion being the
 easterly 11.61 feet at its south line and the easterly 11.64 feet at its
 north line of said Lot 19 and extending for a depth of 138.40 feet on the
 west line and for a depth of 138.33 feet on the east line of said easterly
 portion of said Lot 19, and 000150, ward 01.

 
	
  

 
	
 (parking lots) 439 East
 Fort St. – Real Property tax parcel no. 000150-1, ward 01 (Parcel K-6) Lots
 104 and 105 of Plat of Lambert Beaubien Farm.

 
	
  

 
	
 (casino parcels) Gratiot
 Ave and St. Antoine St. - Real Property tax parcel nos. 000244, ward 03,
 000247-60, ward 03, 000261-9, ward 03, 000276, ward 03, 000277, ward 03,
 003094, ward 03. Parcel K-9 (Parcel H-1) Lots 2, 3 and 4 and Lot 1, except
 for the east 5.56 feet of the north line running south to a point to the east
 line of said Lot 1, north of Mullett St. of Antoine Beaubien Farm; also all
 that part of Lot 4 south of Catherine St. of said Antoine Beaubien Farm.
 (Parcel H-2) Lot 3, except Gratiot Ave, as widened and except certain other
 area of Plat of Antoine Beaubien Farm. (Parcel H-3) part of Lot 2 (south side
 of Madison and East of St. Antoine) of Plat of Antoine Beaubien Farm. (Parcel
 H-4) Lot 7 of Plat of the Front of Charles Moran Farms, except southeasterly
 corner. (Parcel H-5) part of Lot 4 (south side of Madison and East of St.
 Antoine) of Plat of Antoine Beaubien Farm. Parcel J Lots 1 and 2, except for
 that portion taken for Walter P. Chrysler Expressway, also all of Lots 3, 4
 and 5, north side of Mullett St. between St. Antoine and Hastings St. of Plat
 of C. Moran Farm. (Parcel K) Lots 1, 2, 3, 4, 5, 6 and 7, south of Mullett
 St. and Lots 1, 2, 3, 4, 5, 6 and 7, north of Clinton St., and all of the
 vacated public alley, 20 feet wide, contiguous to said Lots 1 through 5 and
 part of Lot 6 of Subdivision of Part of C. Moran Farm, also Lots 1, 2 3 and 4
 of the north side of Clinton St. and Lots 1, 2 and 3 on the south side of
 Mullett St. of Antoine Beaubien Farm and also part of said Antoine Beaubien
 Farm bounded on the north by Mullett St., west by St. Antoine St., South by
 Lot 4 and east by Lot 3, South of Mullett St. and Lot 3 north of Clinton St.

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 (city parcel) Gratiot Ave.
 and St. Antoine St. - Real Property tax parcel nos. 000245-6, Ward 03,
 000261-9, ward 03 (part of), 000270-5, ward 03, 000276, ward 03, 000277, ward
 03. Parcel K-10 Lots 5 and 6, part of Lot 4, Lots 7 through 11, both
 inclusive, except that part taken for Gratiot Ave, as widened, Lot 3 and said
 Lot 11, except that part taken for Chrysler Freeway as opened, that part of
 vacated public alleys, 16 feet wide, all being northerly of and adjoining to
 Madison Ave., also all of Lots 3 through 7, both inclusive, and that part of
 Lot 2 not taken for Chrysler Freeway as opened, all southerly of and
 adjoining Madison Ave., also Lots 6 and 7, except a triangular portion, all
 northerly of and adjoining Mullett St., 50 feet wide, and that part of
 Madison Ave., 50 feet wide, between the west line of P.C. 5 and the Chrysler
 Freeway, all of the above contained within the Plat of the Front of Charles
 Moran Farm, also part of lot 1, being a portion of vacated Madison Ave within
 the Plat of Antoine Beaubien Farm.

 
	
  

 
	
 (corrado parcel) 570
 Monroe Ave. – Real Property tax parcel no. 000189, ward 03. (Parcel K-11)
 Parts of Lots 16, 17 and 18 on the west side of St. Antoine St. between
 Lafayette St. and Krogen St., or Monroe St. on the Antoine-Beaubien Farm and
 including the north 10 feet of the vacated alley at the rear of Lot 16

 
	
  

 
	
 (Lavdas parcel) 566 Monroe
 Ave. – Real Property tax parcel no. 000190-01, ward 3 (Parcel K-12) Lot 7
 including 10 feet of the vacated public alley at rear thereof of Antoine
 Beaubien Farm.

 
	
  

 
	
 (St. Mary’s parcel) 1041
 St. Antoine St. – Real Property tax parcel no. 003403-6, ward 03. Lot 18,
 except the west 30 feet thereof, also the east 88 feet of Lot 17, except the
 north 0.88 feet of the east 18 feet of the west 30 feet, also the east 8 feet
 of the north 9.12 feet of Lot 16, also the east 75 feet of the south 35 feet
 of Lot 16 and the north 10 feet of adjacent vacant alley west of St. Antoine
 of Plat of Antoine Beaubien Farm.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
 Instrument No. 207177633,
 Liber 46207 Page 1413

 	
  

 	
 04/18/07

 	
  

 	
 Merrill Lynch Capital
 Corporation, as Administrative Agent

 	
  

 	
 UCC Amendment - restated
 collateral description for Instrument No. 206057708, Liber 44031 Page 309

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 FILE NO. 206540352, Liber
 45588 Page 431

 	
  

 	
 11/16/06

 	
  

 	
 Merrill Lynch Capital
 Corporation, as Administrative Agent

 	
  

 	
 Real Property Commonly
 Known Address: 666 Macomb Street, Detroit, MI, Tax Parcel No. 000204-19 Ward
 03, Parcel K-14, (Parcel 1) Lots 1 through 4 of the Plat of the A. Beaubien
 Farm, 1846.

 

 Real Property Commonly Known Address: 1211 Chrysler, Detroit, MI, Tax Parcel
 No. 000220-8 Ward 03, Parcel K-14, (Parcel 2) Lot 1 and part of Lot 2 in the
 Plat of the Front of C. Moran’s Farm.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 FILE NO. 206540352, LIBER
 45588, PAGE 431as

 	
  

 	
 04/18/07

 	
  

 	
 Merrill Lynch Capital
 Corporation, as Administrative

 	
  

 	
 (premises) 666 Macomb St.
 - Real Property tax parcel no. 000204-19, ward 03. Parcel K-14, (Parcel 1) Lots 1 through 4 lying north of
 Monroe Ave, 50 feet wide, and all of

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
 restated under file no.
 207177635, Liber 46207, Page 1440

 	
  

 	
  

 	
  

 	
 Agent

 	
  

 	
 Lots 1 through 4 lying
 south of Macomb St. of Plat of the A. Beaubien Farm, also all of Lots 3
 through 7 and part of Lot 2 lying north of Monroe Ave, 50 feet wide and all
 of Lots 3 through 7, and part of Lot 2, lying south of Macomb St., 50 feet
 wide, of Plat of the Front of C. Moran’s Farm, also all that part of vacated
 20 foot east-west public alley abutting the aforementioned lots and parts of
 lots within bounds of the parcel.

 (premises) 1211 Chrysler – Real Property tax parcel no. 000220-8, ward 3. Parcel 2 Lot 1 and part of Lot 2 lying
 north of Monroe Ave, 50 feet wide, a of the Plat of the Front of C. Moran’s
 Farm, also all that part of the vacated 20 foot wide east-west public alley
 abutting the aforementioned lots and parts of lots within the bounds of the
 parcel.

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MI-Dept. of State

 	
  

 	
 D701305

 	
  

 	
 10/5/00

 	
  

 	
 Ameritech Credit
 Corporation

 	
  

 	
 Lease of all
 telecommunication and data equipment under Equipment/Lease Number 2192600-001 MI 12746

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 D786048

 	
  

 	
 06/14/01

 	
  

 	
 Ameritech Credit
 Corporation

 	
  

 	
 UCC Amendment - restated
 collateral for Lease under Schedule No. 001-2192600-001. (related UCC No. D701305) 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2005131575-7

 	
  

 	
 07/22/05

 	
  

 	
 Ameritech Credit
 Corporation

 	
  

 	
 UCC Continuation (related
 UCC No. D701305)

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Not on summary

 	
  

 	
 D895826

 	
  

 	
 04/11/02

 	
  

 	
 WMS Gaming, Inc.

 	
  

 	
 lease of 12 WMS Gaming,
 Inc machines serial #s W1048449-W1048451-W1048452-W1048456-
 W1048471-W1048473-W1048482-W1048486-W1048193-W1048496-W1066367-W1066368

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2005144557-4

 	
  

 	
 08/15/05

 	
  

 	
 Atronic Americas LLC

 	
  

 	
 19 Atronic slot machines
 serial #s 11030294-11030305, 11030217-11030223

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2005209455-6

 	
  

 	
 12/6/05

 	
  

 	
 Merrill Lynch Capital

 	
  

 	
 All personal property,
 products and proceeds

 












	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE
 NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 Corporation

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2006172661-1

 	
  

 	
 10/12/06

 	
  

 	
 IOS Capital

 	
  

 	
 Lease of all
 equipment in connection with that certain Master
 Agreement/Lease # CUSTOMER:

 984147 RIAF1515 MF

 K2159602681 RIAF3245C

 K5160600968 RIAF3245C

 K5160600997 RIAF3235C

 K5060600248 RIAF3260C

 K5960700170 RIAF3045

 K9465601366 RIAF3035

 K9365201531 RIAF3035

 K9365201446 RIAF3035

 K9365201757 RIAF3035

 K9365201485 RIAF3035

 K9365602827 RIMP6500

 L7865600119 RIMP5500

 L7765600202L RIAF3025

 K8565501814 RIAF3025

 K856500131 RIAF3025

 K8565600123

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2006203020-1

 	
  

 	
 12/07/06

 	
  

 	
 IOS Capital

 	
  

 	
 Lease of all
 equipment in connection with that certain Master Agreement/Lease # CUSTOMER: 984147
 RIAF3025 K8565702219

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2008189501-6

 	
  

 	
 12/15/08

 	
  

 	
 Atronic
 Americas

 	
  

 	
 Equipment –
 10 Atronic and Sielo Slot Machines, Atronic invoice #93221531

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2008198217-4

 	
  

 	
 12/31/08

 	
  

 	
 Bally
 Technologies, Inc.

 	
  

 	
 Bally
 machines, equipment furniture and fixtures – serial nos. V081122329 –
 V081122340 inclusive

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2008198218-6

 	
  

 	
 12/31/08

 	
  

 	
 Bally
 Technologies

 	
  

 	
 Bally
 machines, equipment furniture and fixtures – serial nos.V081113057 thru
 V081113076; V081122360 thru V081122361; V081113078 thru V081113080; V081113082
 thru V081113083; V081113085; V081122363 thru V081122382

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2008198219-8

 	
  

 	
 12/31/08

 	
  

 	
 Bally
 Technologies, Inc.

 	
  

 	
 Bally
 machines, equipment furniture and fixtures – serial nos. V081122323 thru
 V081122328;
V081122341 thru V081122359;
V081122362; V081113077;
V081113081;
 V081113086 thru

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE
 NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 V081113116

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2009081805-3

 	
  

 	
 06/01/09

 	
  

 	
 IGT

 	
  

 	
 Equipment –
 coin slot machines, $.01 to $1.00.

 






	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Debtor:
 Trappers GC Partner, LLC 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE
 NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 MI-Wayne
 County Register of Deeds

 	
  

 	
 Instrument
 No. 206057730, Liber 44031, Page 329

 	
  

 	
 12/8/05

 	
  

 	
 Merrill
 Lynch Capital Corporation, as Administrative Agent

 	
  

 	
 Real
 Property Tax Parcel No. 000192 Ward 03 and part of Tax Parcel Nos. 000190-1
 Ward 03 and 003403-6 Ward 03 (as to Easement Parcel only) Parcel K-2, Lots
 127, 128, 129 and 130 of the Plat of the Lambert Beaubien Farm, (Parcel C)
 K-1 and K-2

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Instrument
 No. 207177634, Liber 46207, Page 1433

 	
  

 	
 04/18/07

 	
  

 	
 Merrill
 Lynch Capital Corporation, as Administrative Agent

 	
  

 	
 UCC
 Amendment - restated collateral description for Instrument No. 206057730,
 Liber 44031, Page 329

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MI-Dept. of
 State

 	
  

 	
 2005209457-0

 	
  

 	
 12/6/05

 	
  

 	
 Merrill
 Lynch Capital Corporation

 	
  

 	
 All personal
 property

 






	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Debtor:
 Contract Builders Corporation

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE
 NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 MI-Wayne
 County Register of Deeds

 	
  

 	
 Instrument
 No. 206057737, Liber 44031, Page 343

 	
  

 	
 12/8/05

 	
  

 	
 Merrill
 Lynch Capital Corporation, as Administrative Agent

 	
  

 	
 Real
 Property Tax Parcel No. 00154-5 Ward 01, Parcel K-7, Lots 1, 2, and 3, EXCEPT
 the West 8 feet of Lot 3, Block 6, Plat of Brush Farm

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MI-Dept. of
 State

 	
  

 	
 2005209454-4

 	
  

 	
 12/6/05

 	
  

 	
 Merrill
 Lynch Capital Corporation

 	
  

 	
 All personal
 property

 













	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Debtor:
 Realty Equity Company, Inc.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE
 NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED

 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 MI-Wayne
 County Register of Deeds

 	
  

 	
 Instrument
 No. 206057733, Liber 44031, Page 336

 	
  

 	
 12/8/05

 	
  

 	
 Merrill
 Lynch Capital Corporation, as Administrative Agent

 	
  

 	
 Real
 Property Tax Parcel No. 000153 Ward 01, Parcel K-8, Lot 118, Plat of Lambert
 Beaubien Farm

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MI-Dept. of
 State

 	
  

 	
 2005209453-2

 	
  

 	
 12/6/05

 	
  

 	
 Merrill
 Lynch Capital Corporation

 	
  

 	
 All personal
 property

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 G.

 	
 Construction
 Liens

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

 	
 Debtor:
 Greektown Casino, L.L.C.

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 JURISDICTION

 	
  

 	
 FILE NO.

 	
  

 	
 FILING

 DATE

 	
  

 	
 SECURED
 PARTY/

 PLAINTIFF

 	
  

 	
 COLLATERAL

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Wayne County
 Register of Deeds

 	
  

 	
 209312718 –
 liber 48114 page 412

 	
  

 	
 9/11/09

 	
  

 	
 Jenkins
 Skanska Venture LLC

 	
  

 	
 Claim of
 Lien – $0

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209285975 –
 liber 48065 page 334

 	
  

 	
 8/7/09

 	
  

 	
 Jenkins Skanska
 Venture

 	
  

 	
 Claim of
 Lien – $627,696.82

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209269385 –
 liber 48032 page 177

 	
  

 	
 7/21/09

 	
  

 	
 Jenkins
 Skanska Venture

 	
  

 	
 Claim of
 Lien – $649,639.24

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209498863 –
 liber 47916 page 202

 	
  

 	
 5/18/09

 	
  

 	
 Jenkins
 Skanska Venture

 	
  

 	
 Claim of
 Lien – $232,557,250.60

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209179600 –
 liber 47875 page 1074

 	
  

 	
 4/23/09

 	
  

 	
 Heights
 Heating & Cooling Inc.

 	
  

 	
 Claim of
 Lien – $37,440.79

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209059781 –
 liber 47749 page 1103

 	
  

 	
 3/9/09

 	
  

 	
 Jenkins
 Skanska Venture

 	
  

 	
 Claim of
 Lien – $9,641,382.11

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209032934 –
 liber 47703 

 	
  

 	
 2/9/09

 	
  

 	
 LaBelle
 Electric Services Inc.

 	
  

 	
 Claim of
 Lien – $369,756.47

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 page 1425

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209004736 –
 liber 47652 page 956

 	
  

 	
 1/7/09

 	
  

 	
 Jenkins
 Skanska Venture

 	
  

 	
 Claim of
 Lien – $12,814,643.25

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209002482 – liber
 47648 page 670

 	
  

 	
 1/5/09

 	
  

 	
 LaBelle
 Electric Services Inc.

 	
  

 	
 Claim of
 Lien – $57,457.64

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209249330 –
 liber 47990 page 619

 	
  

 	
 6/24/09

 	
  

 	
 Jenkins
 Skanska Venture LLC

 	
  

 	
 Claim of
 Lien – $3,844,943.60

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209238866 –
 liber 47975 page 802

 	
  

 	
 6/16/09

 	
  

 	
 Chezcore
 Inc.

 	
  

 	
 Claim of
 Lien – $110,055.25

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2099193205 –
 liber 47904 page 985

 	
  

 	
 5/11/09

 	
  

 	
 Heights
 Heating & Cooling Inc.

 	
  

 	
 Claim of
 Lien – $27,923.14

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209192790 –
 liber 47903 page 985

 	
  

 	
 5/11/09

 	
  

 	
 LaBelle
 Electric Services Inc.

 	
  

 	
 Claim of
 Lien – $2,237.50

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209067535 –
 liber 47765 page 539

 	
  

 	
 3/20/09

 	
  

 	
 Lymtal
 International, Inc.

 	
  

 	
 Claim of
 Lien – $89,308.54

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209066841 –
 liber 47763 page 661

 	
  

 	
 3/19/09

 	
  

 	
 Cannon
 Electric Co.

 	
  

 	
 Claim of
 Lien – $16,530.00

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209036959 –
 liber 47712 page 1397

 	
  

 	
 2/13/09

 	
  

 	
 Wyandotte
 Electric Supply Company Inc.

 	
  

 	
 Claim of
 Lien – 15,387.08

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209033801 –
 liber 47705 page 1430

 	
  

 	
 2/10/09

 	
  

 	
 Jenkins
 Skanska Venture LLC

 	
  

 	
 Claim of
 Lien – $12,663,223.86

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209016301 –
 liber 47674 page 1403

 	
  

 	
 1/22/09

 	
  

 	
 Carboline
 Co.

 	
  

 	
 Claim of
 Lien – $107,067.96

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 209011478 –
 liber 47665 page 395

 	
  

 	
 1/14/09

 	
  

 	
 LaBelle
 Electric Services Inc.

 	
  

 	
 Claim of
 Lien – $67,032.72

 






	
  

 	
  

 	
  

 
	
  

 	
 H.

 	
 Gaming
 Equipment 

 












	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The lien
 (first priority purchase money security interest) created by the Financing
 and Security Agreement by and between IGT and the Operating Company, dated
 April 27, 2009, for the financing of 280 IGT gaming devices. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The lien
 (purchase money security interest) created by the Master Sales Agreement,
 effective as of August 11, 2008, and the Sale of Equipment Order, dated
 September 22, 2008, each by and between Atronic Americas LLC and the
 Operating Company for the financing of 20 Atronic Americas LLC gaming
 devices. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Pursuant to
 the Linked/License Gaming Rental Agreement, effective as of August 28, 2006,
 between Atronic Americas, LLC and the Operating Company, Atronic Americas,
 LLC has been granted a security interest in the revenues generated from each
 “Device” (as defined therein) provided by Atronic Americas, LLC thereunder. 

 
	
  

 	
  

 	
  

 	
  

 
	
 I.

 	
 Other: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Those
 encumbrances and exceptions to title listed on Schedules B to the following
 policies for title insurance issued by Commonwealth Land Title Insurance
 Company: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 Case No.
 L-099115A; File No. 07-101549, dated April
 11, 2007, as updated as of the date of closing and/or the applicable date of
 recording. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 Case No.
 N-099115A; File No. 07-101549, dated April
 11, 2007, as updated as of the date of closing and/or the applicable date of
 recording. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 Case No.
 N-099115(G)(ii); File No. 07-101549, dated April 11, 2007, as updated as of
 the date of closing and/or the applicable date of recording. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 Case No.
 N-099115(G)(i); File No. 07-101549, dated April 11, 2007, as updated as of
 the date of closing and/or the applicable date of recording. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 As to the
 property located at 570 and 574 Monroe Street, Detroit, Michigan, those
 encumbrances and exceptions to title listed on Schedule B to the policy for
 title insurance issued by Commonwealth Land Title Insurance Company (Case No.
 N-101149; File No. 07-101549), dated April
 11, 2007, as updated as of the closing date and/or the applicable date of
 recording.

 













	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 As to the
 property located at 1041 St. Antoine Street, Detroit, Michigan, those
 encumbrances and exceptions to title listed on Schedule B to the policy for
 title insurance issued by Commonwealth Land Title Insurance Company (Case No.
 N-101151; File No. 07-101549), dated April
 11, 2007, as updated as of the date of closing and/or the applicable date of
 recording. 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 As to the
 property located at 660 Macomb Street, Detroit, Michigan and 1211 Chrysler
 Drive, Detroit Michigan, those encumbrances and exceptions to title listed on
 Schedule B to the policy for title insurance issued by Commonwealth Land
 Title Insurance Company (Case No. N-100227; File No. 07-101549), dated April
 11, 2007, as updated as of the date of closing and/or the applicable date of
 recording. 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 As to the
 property located at 562-566 Monroe Street, Detroit, Michigan, those
 encumbrances and exceptions to title listed on Schedule B to the policy for
 title insurance issued by Commonwealth Land Title Insurance Company (Case No.
 N-101150; File No. 07-101549), dated April 11, 2007, as updated as of the
 date of closing and/or the applicable date of recording. 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Wraparound
 Mortgage executed by TGCP, a Michigan limited liability company, to Trappers
 Alley Limited Partnership, a Michigan limited partnership, dated April 30,
 2001 and recorded May 18, 2001 in Liber 33783, Page 22, which has been
 assigned to the Operating Company by a certain Collateral Assignment of Not
 and Wraparound Mortgage dated April 30, 2001 and recorded May 18, 2001 in
 Liber 33783, Page 31. 

 













	
  

 	
  

 	
  

 
	
 XXVII.

 	
  

 	
 Item 8.2.8:
 Existing Operating Leases

 
	
  

 	
  

 
	
  

 	
 The
 Operating Company is a party to the following Operating Leases:

 
	
  

 	
  

 
	
  

 	
 •

 	
 Linked/License
 Gaming Rental Agreement, effective as of August 28, 2006, by and between
 Atronic Americas, LLC and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Games
 Agreement, dated August 20, 2009, between Bally Gaming, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Rental/Participation
 Agreement, effective as of April 18, 2008, by and between Bally Gaming, Inc.
 dba Bally Technologies and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Rental/Participation
 Agreement, effective as of June 6, 2007, by and between Bally Gaming, Inc.
 dba Bally Technologies and the Operating Company (for 6 C9000 CineVision
 GameMakers). 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Rental/Participation
 Agreement, effective as of June 6, 2007, by and between Bally Gaming, Inc.
 dba Bally Technologies and the Operating Company (for equipment including
 S9000E Pair ‘Em Ups, S9000E Tournament Progressives, and C9000 Pongs). 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Rental/Participation
 Agreement, effective as of November 22, 2006, by and between Bally Gaming,
 Inc. dba Bally Technologies and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Lease
 Agreement, effective as of February 2, 2006, by and between Bally Gaming,
 Inc., and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Lease Agreement,
 effective as of October 13, 2005, by and between Bally Gaming, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Lease
 Agreement, effective as of May 25, 2005, by and between Bally Gaming, Inc.
 and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 License
 Agreement, dated July 14, 2003, by and between Hop Bet, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Blackjack
 Switch License (including Contract Addendum thereto dated February 24, 2009),
 between Midwest Game Supply Company and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 License and
 Lease Agreement, dated December 3, 2009, between Shuffle Master, Inc. and the
 Operating Company. 

 













	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 License and
 Lease Agreement, dated October 23, 2008, between Shuffle Master, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 License and
 Lease Agreement, dated October 7, 2008, between Shuffle Master, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 License and
 Lease Agreement, dated September 17, 2008, between Shuffle Master, Inc. and
 the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 License and
 Lease Agreement, dated February 8, 2008, between Shuffle Master, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 License and Lease
 Agreement, dated February 23, 2007, between Shuffle Master, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Sales and
 Lease Agreement, dated April 8, 2005, between Shuffle Master, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Sales and
 Lease Agreement, dated January 11, 2005, between Shuffle Master, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Sales and
 Lease Agreement, dated August 30, 2004, between Shuffle Master, Inc. and the
 Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 License
 Agreement, dated October 1, 2009, between TCS John Huxley America, Inc. and
 the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Sales and
 Lease Agreement, dated September 24, 2009, between TCS John Huxley America,
 Inc. and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Sales/Lease
 Agreement, dated August 30, 2009, between TCS John Huxley America, Inc. and
 the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Licensing
 Agreement, dated April 25, 2009, between TCS John Huxley America, Inc. and
 the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Equipment
 Lease Agreement, dated April 15, 2009, between TCS John Huxley America, Inc.
 and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 License/Maintenance
 Agreement, dated May 13, 2008, by and between Tech Art Manufacturing, Inc.
 and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Participation/Lease
 Order, dated July 6, 2009, between WMS Gaming, Inc. and the Operating
 Company. 

 













	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Participation/Lease
 Order, dated October 30, 2007, between WMS Gaming Inc. and the Operating
 Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 Lease
 Agreement, dated October 29, 2004, between WMS Gaming Inc. and the Operating
 Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 Multi-Game
 Lease and License Agreement, dated May 30, 2002, between AC Coin & Slot
 Service Company, Inc. and the Operating Company, including Addendum dated
 June 22, 2004, Addendum dated December 11, 2008, and multiple Addendums dated
 April 2, 2009 for various games. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 IGT
 Proposal, dated October 16, 2006, executed by International Game Technology
 and the Operating Company, including Order Nos. 6190, 73084, 149763, 160224,
 179873, 230996, 236295, 242868, 310871, 321333, 332671, 324385, 368387,
 379506, 394591, 430826, 433225, and 431641, PO ID 18427, and Purchase Request
 dated April 15, 2008. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 License and
 Lease Agreement, dated March 9, 2005, between IGT and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 License and
 Lease Agreement, dated December 21, 2004, between IGT and the Operating
 Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 License and
 Lease Agreement, dated November 8, 2004, between IGT and the Operating
 Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 License and
 Lease Agreements, dated May 15, 2003, between IGT and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 License and
 Lease Agreement, dated January 23, 2003, between IGT and the Operating
 Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 Multi-Hand
 Poker Intellectual Property License Agreement, dated June 5, 2002, between
 IGT and the Operating Company. 

 
	
  

 	
  

 	
  

 
	
  

 	
  •

 	
 Playing Card
 Sale Contract, dated February 11, 2008, between Gemaco, Inc. and the
 Operating Company. 

 













	
  

 	
  

 	
  

 
	
 XXVIII.

 	
  

 	
 Item 8.2.14:
 Transactions with Affiliates 

 
	
  

 	
  

 	
  

 
	
  

 	
 Exceptions
 to Section 8.2.14:

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Randall Fine
 is the Chief Executive Officer of the Operating Company and is also an equity
 holder in The Fine Point Group. The Fine Point Group is a party to that
 certain Consulting Agreement with the Operating Company dated as of December
 31, 2008. 

 













	
  

 	
  

 	
  

 
	
 XXIX.

 	
  

 	
 Item 9.1.10:
 Impairment of DIP Collateral, etc.

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 The
 construction liens set forth in Item 8.2.3(G) of this Schedule I are
 incorporated into this Item 9.1.10 by reference. 

 









SCHEDULE II


PREPETITION RATE PROTECTION AGREEMENTS


	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Interest
 Rate Swap Transaction entered into between Wells Fargo Bank, N.A. (“Party A”) and Greektown Holdings, L.L.C.
 (“Party B”) with a Trade Date of
 August 3, 2007 for a notional amount of $70,000,000 (Trade ID 201479) made
 pursuant to the ISDA Master Agreement, dated as of December 29, 2005, between
 Party A and Party B (the “Master Agreement”)
 and the Schedule to the ISDA Master Agreement, dated as of December 29, 2005,
 between Party A and Party B, that modifies and forms a part of the Master
 Agreement. 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Rate
 Protection Agreements (as defined in the Prepetition Credit Agreement) held
 by Wachovia Capital Markets, LLC, or its Affiliate, pursuant to the
 Prepetition Credit Agreement. 

 











Exhibit A


UNITED STATES BANKRUPTCY COURT

EASTERN DISTRICT OF MICHIGAN

SOUTHERN DIVISION


In re: Case No. 08-53104


	
  

 	
  

 	
  

 
	
 GREEKTOWN
 HOLDINGS, L.L.C., et al1

 	
  

 	
 In
 Proceedings Under Chapter 11 Jointly

 
	
 Debtors

 	
  

 	
 Administered

 
	
  

 	
  

 	
  

 
	
 /

 	
  

 	
 Hon. Walter
 Shapero

 


ORDER (I) AUTHORIZING POST-PETITION SECURED
AND SUPER-PRIORITY FINANCING 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; (II)
AUTHORIZING DEBTORS TO PAY IN FULL ALL OUTSTANDING AMOUNTS UNDER ORIGINAL DIP
FINANCING AND OBTAIN ADDITIONAL LOAN COMMITMENTS; (III) AUTHORIZING THE DEBTORS
TO USE CASH COLLATERAL; (IV) PROVIDING ADEQUATE PROTECTION TO THE PRE-PETITION
SECURED PARTIES PURSUANT TO SECTIONS 361, 362, 363 AND 364 OF THE BANKRUPTCY
CODE; AND (V) MODIFYING THE AUTOMATIC STAY PURSUANT TO SECTION 362(D) OF THE
BANKRUPTCY CODE


Upon the motion (the “Motion”), dated December 5, 2009 (Docket
No. 1900), of Greektown Holdings, L.L.C. (“Greektown
Holdings”), Greektown Holdings II, Inc. (“Greektown Holdings II” and, together with Greektown Holdings
and any permitted assignee under Section 13.10(a) of the DIP Credit Agreement
(as defined below), the “Borrowers”)
and their affiliated debtors Greektown Casino, L.L.C. (“Greektown Casino”), Contract Builders Corporation
(“Contract Builders”), Realty
Equity Company, Inc. (“Realty Equity”)
and Trappers GC Partner, LLC (“TGCP”
and, together with Greektown Casino, Contract Builders


1
The Debtors’
bankruptcy cases that are jointly administered are Greektown Holdings, L.L.C.
Case No. 08-53104, Greektown Casino, L.L.C., Case No. 08-53106; Kewadin
Greektown Casino, L.L.C., Case No. 08-53105; Monroe Partners, L.L.C., 08-53107;
Greektown Holdings II, Inc., Case No. 08-53108; Contract Builders





and Realty
Equity, collectively, the “Guarantors”,
and each, individually, a “Guarantor”;
the Guarantors, the Borrowers, Kewadin Greektown Casino, L.L.C. (“Kewadin”) and Monroe Partners L.L.C.
(“Monroe”), collectively, the “Debtors”) seeking entry of this Order:

(a)
authorizing the Borrowers to obtain additional post-petition financing pursuant
to sections 363 and 364 of title 11 of the United States Code (the “Bankruptcy Code”), and authorizing the
Guarantors to guarantee the Borrowers’ obligations in connection therewith, in
an aggregate principal amount of $210,000,000, consisting of, on a
super-priority and priming basis, (x) a Term A Loan in the amount of
$190,000,000 (the “Term A Loan”),
to be used to repay in full the Original DIP Loans, including, the Original DIP
Outstanding Amount (as defined below), and to satisfy, release and discharge
all Original DIP Obligations (as defined below) in accordance with the Original
DIP Loan Documents (as defined below) and to repay amounts to reimburse
reasonable fees and expenses in accordance with the Budget (as defined below)
and the DIP Credit Agreement; and (y) a delayed draw loan in the aggregate
amount of $20,000,000 (the “Delayed Draw Loan”,
together with the Term A Loan, collectively, the “DIP Loans”) for making capital contributions to Greektown
Casino, which Greektown Casino shall use for operating costs and to repay
amounts to reimburse reasonable fees and expenses, in each case in accordance
with the Budget, pursuant to the Secured Superpriority Debtor-In-Possession
Credit Agreement by and among the Borrowers, the Guarantors, the various
financial institutions party thereto from time to time as “Lenders” thereunder
(collectively, the “DIP Lenders”)
and Jefferies Finance LLC, as post-petition administrative agent (in such
capacity, the “Post-Petition Agent”),
and Goldman Sachs Lending Partners LLC, as post-petition syndication agent (in
such capacity the “Post-Petition Syndication
Agent” and


Corporation, Case No.
08-53110; Realty Equity Company Inc., Case No. 08-53112; and Trappers GC
Partner, LLC,





together with
the Post-Petition Agent the “DIP Agents”)
(as such agreement may be amended, supplemented or otherwise modified from time
to time, the “DIP Credit Agreement”,
together with all other documents, agreements or instruments in connection
therewith or related thereto, including this Order and all other agreements,
documents notes or instruments related to the DIP Loans, as any may be amended,
restated or otherwise modified from time to time, and including all exhibits,
schedules and all other related documents, the “DIP Loan Documents”); 


(b) granting
priming liens and super-priority claims to, on behalf of and for the benefit of
the DIP Agents and the DIP Lenders in all DIP Collateral (as defined below) in
accordance with the DIP Loan Documents to secure any and all of the
Post-Petition Obligations (as defined below); 


(c) granting
adequate protection to Merrill Lynch Capital Corporation, as Administrative
Agent (together with its successors and assigns, in such capacity, the “Pre-Petition Agent”), and the lenders (the
“Pre-Petition Lenders”; the
Pre-Petition Agent and the Pre-Petition Lenders, all solely in such capacity
and not in any other capacity, the “Pre-Petition
Secured Parties”) from time to time parties to:


(i) that certain
Credit Agreement, dated as of December 2, 2005, as amended by that certain
First Amendment to Credit Agreement, dated as of April 13, 2007, among the
Borrowers, the Pre-Petition Agent, Merrill Lynch, Pierce, Fenner and Smith
Incorporated, as the sole lead arranger, sole book runner and syndication
agent; and as further amended by the Limited Duration Waiver, among Greektown
Holdings, Greektown Holdings II, the Guarantors, the Pre-Petition Lenders and
the Pre-Petition Agent, dated March 28, 2008 (all as


Case No.
08-53111.





amended,
restated or otherwise modified from time to time, and including all exhibits,
schedules and all other related documents, the “Pre-Petition Credit Agreement”), whose liens, mortgages and
security interests are being primed by the DIP Credit Agreement;


          (ii)
that certain Consolidated, Amended and Restated Mortgage, dated as of April 13,
2007, and amended by that certain Amendment to Mortgage, dated May 22, 2007,
made by and among Greektown Casino and TGCP, as Mortgagors, in favor of the
Pre-Petition Agent, as Mortgagee; 


          (iii)
that certain Mortgage, dated November 9, 2006, and amended by that certain
Amendment to Mortgage, dated April 13, 2007, made by and between Greektown
Casino, as Mortgagor, and the Pre-Petition Agent, as Mortgagee; 


(iv) that
certain Mortgage, dated December 2, 2005, and amended by that certain Amendment
to Mortgage, dated April 13, 2007, made by and between Contract Builders, as
Mortgagor, and the Pre-Petition Agent, as Mortgagee; 


(v) that certain
Mortgage, dated December 2, 2005, and amended by that certain Amendment to
Mortgage, dated April 13, 2007, made by and between Realty Equity, as
Mortgagor, and the Pre-Petition Agent, as Mortgagee; 


(vi) that
certain Security Agreement, dated as of December 2, 2005, by and among
Greektown Holdings, Greektown Holdings II, Greektown Casino, Contract Builders,
Realty Equity, TGCP, each as a Grantor, and the Pre-Petition Agent; 


(vii)
that certain Trademark Security Agreement, dated as of December 2, 2005, by and
among Greektown Holdings, Greektown Holdings 11, Greektown Casino, Contract
Builders, Realty Equity, TGCP, each as a Grantor, and the Pre-Petition Agent;





(viii)
that certain Pledge Agreement, dated as of December 2, 2005, by Greektown
Holdings in favor of the Pre-Petition Agent; 


(ix) that certain Pledge
Agreement, dated as of December 2, 2005, by Greektown Casino in favor of the
Pre-Petition Agent; 


(x) that
certain Collateral Assignment of Mortgage and Security Agreement, dated as of
December 2, 2005, between Greektown Casino and the Pre-Petition Agent; 


(xi) that
certain Amendment, Ratification and Reaffirmation Agreement, dated April 11,
2007, by and among Greektown Holdings, Greektown Holdings 11, Greektown Casino,
Contract Builders, Realty Equity, TGCP, each as a Grantor, and the Pre-Petition
Agent; 


          (xii)
the security agreements, mortgages, pledge agreements, collateral assignments
listed in clauses (ii) through (xi) above and any other agreement which grants
any Pre-Petition Secured Party a lien, mortgage, security interest or similar
interest in any asset or interest in property of any Debtor, the “Pre-Petition Security Agreements”; the
Pre-Petition Security Agreements together with the Pre-Petition Credit
Agreement and all other documents, agreements or instruments, including but not
limited to any hedge, swap or derivative agreements, in connection therewith or
related thereto, the “Pre-Petition Loan
Documents”; any and all liens created under any Pre-Petition
Security Agreement or other Pre-Petition Loan Document, collectively, the “Pre-Petition Liens”; any and all
collateral
posted, transferred, perfected, assigned, pledged or attached under any
Pre-Petition Security Agreement or other Pre-Petition Loan Document,
collectively, the “Pre-Petition Collateral”;
any Pre-Petition Collateral also constituting cash collateral under section
363(a) of the Bankruptcy Code and,





together
with all cash and other cash collateral within the meaning of section 363(a) of
the Bankruptcy Code that, since the Petition Date, became or becomes cash
collateral during the Chapter 11 Cases (as defined below), “Cash Collateral”; all obligations, loans,
financial accommodations and other amounts owing under, or in connection with,
the Pre-Petition Loan Documents are hereinafter referred to as
the “Pre-Petition Obligations”.


(d) authorizing the Debtors to
continue to use Cash Collateral in which the Pre-Petition Secured Parties have
an interest, and granting adequate protection to the Pre-Petition Secured
Parties with respect to the post-petition diminution in the value of the
Pre-Petition Collateral and Cash Collateral; 


(e) modifying
the automatic stay, under section 362 of the Bankruptcy Code, to permit, upon
an Event of Default (as defined in the DIP Loan Documents), the Post-Petition
Agent to accelerate the repayment of amounts due, terminate all commitments
under the DIP Credit Agreement and take such other action as may be permitted
under the DIP Loan Documents; and 


(f)
authorizing the Borrower to repay in full the Original DIP Outstanding Amount,
and authorizing the satisfaction, release and discharge of all the Borrowers’
Original Post-Petition Obligations (as defined below) in accordance with the Original
DIP Loan Documents (as defined below). 


The Court
having considered the Motion and the exhibits attached thereto, including the
DIP Loan Documents, and the hearing on the Motion having been held on December
23, 2009 at 1:00 p.m. (the “DIP Hearing”)
to consider approval of the Motion, and based upon all of the pleadings filed
with the Court and all of the proceedings held before the Court and after due
deliberation and consideration and good and sufficient cause appearing
therefor,





THE COURT HEREBY FINDS, DETERMINES, ORDERS
AND ADJUDGES: 2 


1. Bankruptcy Petition. On May 29, 2008 (the “Petition Date”), each of the
Debtors filed
a voluntary petition for relief under chapter 11 of the Bankruptcy Code (as
further described in footnote #1, the “Chapter
11 Cases”). Each Debtor is continuing in the management and
possession of its business and properties as a debtor in possession pursuant to
sections 1107 and 1108 of the Bankruptcy Code. No request has been made for the
appointment of a trustee or examiner in the Chapter 11 Cases. On June 6, 2008,
the United States Trustee appointed a Committee of Unsecured Creditors (the “Committee”) [docket entry # 88]. The
Committee has retained legal and financial advisors. 


2. Jurisdiction. Consideration
of this Motion constitutes a “core proceeding” as defined in 28 U.S.C. §§
157(b)(2). This Court has jurisdiction over this proceeding and the parties and
property affected hereby pursuant to 28 U.S.C. §§ 157 and 1334. Venue is proper
before this Court pursuant to 28 U.S.C. §§ 1408 and 1409. 


          3.
Original Post-Petition
Financing. 


(i) Subsequent
to the Petition Date, this Court entered the following orders authorizing,
among other things, the
Borrowers and the Guarantors to obtain certain post-petition financing: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (a) Interim
 Order (I) Authorizing Post-Petition Secured Financing 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; (II) Authorizing the Debtors to Use Cash Collateral;
 (III) Providing Adequate Protection to the Pre-Petition Secured Parties
 Pursuant to Sections 361, 362, 363 and 364 of the Bankruptcy Code; (IV) 

 
	
  

 	
 2 

 	
  

 	
  

 
	
  

 	
  

 	
 To the
 extent any findings of fact constitute conclusions of law they are adopted

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Modifying
 the Automatic Stay Pursuant to Section 362(d) of the Bankruptcy Code; and (V)
 Scheduling a Final Hearing [docket entry #75] (the “Original Interim Order”);

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (b) Final
 Order (I) Authorizing Post-Petition Secured Financing 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; (II) Authorizing the Debtors to Use Cash Collateral;
 (III) Providing Adequate Protection to the Pre-Petition Secured Parties
 Pursuant to Sections 361, 362, 363 and 364 of the Bankruptcy Code; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (IV)
 Modifying the Automatic Stay Pursuant to Section 362(d) of the Bankruptcy
 Code [docket entry # 175] (the “Original
 Final Order); 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (c) Interim
 Amended Final Order (I) Authorizing Post-Petition Secured Financing 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; (II) Authorizing the Debtors to Use Cash
 Collateral; (III) Providing Adequate Protection to the Pre-Petition Secured
 Parties Pursuant to Sections 361, 362, 363 and 364 of the Bankruptcy Code;
 (IV) Modifying the Automatic Stay Pursuant to Section 362(d) of the
 Bankruptcy Code; and (V) Scheduling a Final Hearing [docket entry #833] (the
 “Original Interim Additional DIP Order”);
 and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d) Final
Amended Order (I) Authorizing Post-Petition Secured And Super-Priority
Financing 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; (II) as such, and vice versa, pursuant to Bankruptcy Rule
7052. 

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Authorizing
 the Debtors to Use Cash Collateral; (III) Providing Adequate Protection to
 the Pre-Petition Secured Parties Pursuant to Sections 361, 362, 363 and 364
 of the Bankruptcy Code; and (IV) Modifying the Automatic Stay Pursuant to
 Section 362(d) of the Bankruptcy Code [docket entry # 892 (the “Original Final Amended Order”, together
 with the Original Interim Order, the Original Final Order and the Original
 Interim Additional DIP Order, collectively, the “Original DIP Orders”).

 
	
  

 	
  

 	
  

 



(ii) The
Original DIP Orders approved and authorized, among other things, the execution
by the Borrowers and Guarantors, various financial institutions (the “Original DIP Lenders”), Merrill Lynch
Capital Corporation, as the Administrative Agent (the “Original DIP Agent”), Wachovia Bank,
National Association, as the Issuer, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as the Lead Arranger, Merrill Lynch Capital Corporation, as a
Co-Manager, and Wells Fargo Foothill, Inc., as a Co-Manager, of the Amended and
Restated Senior Secured Superpriority Debtor-In-Possession Credit Agreement,
dated as of February 20, 2009 (as amended, supplemented or otherwise modified
from time to time, the “Original DIP Credit
Agreement”, together with all other documents, agreements or
instruments in connection therewith or related thereto, and all other
agreements, documents, notes or instruments related to the Original DIP Loans
(as defined below), as any may have been amended, restated or otherwise
modified from time to time, and including the Original DIP Orders and all
exhibits, schedules and all other related documents, the “Original DIP Loan Documents”), which
consisted of (w) a Tranche A delayed-draw term loan in the amount of
$135,000,000, for construction in accordance with the Construction Component of
the Budget (as defined in the Original DIP Credit Agreement) (the “Original Tranche A Loan”); (x) a Tranche B
revolving 






loan in the amount of
$15,000,000, including a letter of credit sub-facility in the amount of
$1,000,000, for construction or operating costs in accordance with the Original
DIP Loan Documents (the “Original Tranche B
Loan”; together with the Original Tranche A Loan, the “Initial DIP Loans”); (y) a Tranche A-1
delayed draw term loan in the aggregate amount of $26,000,000 (the “Original Tranche A-1 Loan”) for costs of
construction in accordance with the Original DIP Loan Documents; and (z) a
Tranche B-1 delayed draw term loan in the aggregate amount of $20,000,000 (the
“Original Tranche B-1 Loan”;
together with the Original Tranche A-1 Loan, the “Original Additional DIP Loans”; the Initial DIP Loans and the
Original Additional DIP Loans, the “Original
DIP Loans”). As of the date hereof, the Original DIP Loans, plus
accrued but unpaid interest thereon and exit fees provided for in the Original
DIP Credit Agreement which have been agreed and settled upon in the amount of
$750,000, are outstanding in the aggregate amount of $189,522,657.45 (the “December 28, 2009 Payoff Amount”) if
payment is received by the Original DIP Agent by 11 a.m. Eastern Standard Time
on December 28, 2009; provided, that for each day following such date,
the December 28, 2009 Payoff Amount shall increase by the per diem amount of
$83,819.11 (the “Per Diem Amount”)
in accordance with the payoff letter among the Borrowers and the Original DIP
Agent (the December 28, 2009 Payoff Amount, as increased by the Per Diem
Amount, if applicable, the “Original DIP
Outstanding Amount”). 


(iii) In
connection with the Original DIP Credit Agreement and the Original DIP Loans,
as collateral securing the full payment, satisfaction and performance of the
Original DIP Obligations (as defined below) by the Borrowers and the
Guarantors, the Original DIP Agent, on behalf of the Original DIP Lenders was
granted (A) as of the date of the entry of the Original Interim Order; and (B)
with respect to the Original Additional DIP Loans, mortgages, 





security
agreements, control agreements, pledge agreements, financing statements or
other similar documents the following security interest and other liens
(collectively, the “Original DIP Liens”):



	
  

 	
  

 
	
  

 	
 (a) Pursuant
 to section 364(c)(2) of the Bankruptcy Code, a valid, binding, continuing,
 enforceable, fully-perfected, first priority, senior security interest in and
 lien upon all pre-petition and post-petition property of the Debtors, whether
 existing on the Petition Date or thereafter acquired, to the extent such
 property was not subject to any valid, perfected, non-avoidable and
 enforceable lien in existence as of the Petition Date or any valid lien in
 existence as of the Petition Date that was perfected subsequent to such date
 to the extent permitted by section 546(b) of the Bankruptcy Code, including
 without limitation, all cash of the Debtors and any investment of such cash,
 inventory, accounts receivable, other rights to payment whether arising
 before, on or after the Petition Date, contracts, properties, plants,
 equipment, general intangibles, documents, instruments, interests in
 leaseholds, real properties, patents, copyrights, trademarks, trade names,
 other intellectual property, capital stock of subsidiaries, and the proceeds
 of all the foregoing. 

 
	
  

 	
  

 
	
  

 	
 (b) Pursuant
 to section 364(c)(3) of the Bankruptcy Code, a valid, binding, continuing,
 enforceable, fully-perfected, junior security interest in and lien upon all
 pre-petition and post-petition property of the Debtors, whether then existing
 or thereafter acquired, that was subject to valid, perfected non-avoidable
 and enforceable liens, if any, in existence as of the Petition Date (other
 than the Pre-Petition Liens), which security interests and liens in favor of
 the Original DIP 

 













	
  

 	
  

 
	
  

 	
 Agent
 were immediately junior to such valid, perfected and unavoidable liens, if
 any, including, without limitation, in all cash and cash collateral of the
 Debtors and any investment of such cash and cash collateral, inventory, any
 accounts receivable, other right to payment whether arising before or after
 the Petition Date, contracts, properties, plants, equipment, general
 intangibles, documents, instruments, interests in leaseholds, real
 properties, patents, copyrights, trademarks, trade names, other intellectual
 property, capital stock of subsidiaries, and the proceeds of all the
 foregoing. 

 
	
  

 	
  

 
	
  

 	
 (c) Pursuant
 to section 364(d) of the Bankruptcy Code, a valid, binding, continuing,
 enforceable, fully-perfected, first priority, senior security interest in and
 lien upon all Pre-Petition Collateral which was senior solely to the
 Pre-Petition Liens and any claims of the Pre-Petition Secured Parties. 

 



(iv)
Consistent with the terms of this Order, all obligations owed or at any time
owing to the Original DIP Agent and/or any of the Original DIP Lenders under or
in connection with the Original DIP Loan Documents, including, without
limitation all post-petition obligations, loans, advances, letters of credit
and other indebtedness, obligations, and amounts (contingent or otherwise),
including fees, expenses (including any attorneys’, accountants’, appraisers’,
consultants’ and financial advisors’ fees that are chargeable or reimburseable
under the Original DIP Loan Documents), charges and any and all other
obligations incurred in connection with, and as provided in the Original DIP
Loan Documents, are defined and referred to herein as the “Original DIP Obligations”. Upon the
Effective Date, a portion of the proceeds of the DIP Credit Agreement shall be
used to repay, in full, in cash, the Original DIP Obligations, and all such
obligations, including all liens granted in connection therewith, shall be 





repaid,
satisfied, released and discharged in full in accordance with the Original DIP
Loan Documents on the Effective Date; provided, however, that all
outstanding reasonable professional fees owed to the Original DIP Agent under
or in connection with the Original DIP Loan Documents shall be paid by the
Debtors in ordinary course and the process for such reimbursement shall be done
in accordance with the Original Final Amended Order; further, provided, however, that notwithstanding anything
contained herein, certain obligations of the Borrowers under the Original DIP
Loan Documents, including the obligations to pay the costs and expenses of the Original
DIP Agent and to indemnify the Original DIP Agent and Original DIP Lenders
against certain liabilities, including but not limited to the obligations of
the Borrowers under Sections 4.3, 4.4, 4.5, 4.6, 13.3 and 13.4 of the Original
DIP Credit Agreement, and Section 22 of the Original Final Amended Order,
expressly survive the termination of the Original DIP Loan Documents to the
extent provided for therein, and such obligations shall constitute allowed,
super-priority claims that are entitled to super-priority treatment under
section 364(c)(1) of the Bankruptcy Code. 


          4.
Need for Financing.



(i) There is
an immediate and critical need for the Borrowers and the Guarantors to obtain
additional funds and continue to use the Pre-Petition Collateral and DIP
Collateral (as defined below), including Cash Collateral, in order, among other
things, to: (a) maintain the construction of the permanent casino and hotel;
(b) repay the Original DIP Outstanding Amount, which matures on December 31,
2009, and satisfy, release and discharge the Original DIP Obligations in
accordance with the Original DIP Loan Documents pursuant to the DIP Credit
Agreement; (c) continue the orderly operation of their businesses; (d) maintain
their business relationships with vendors, suppliers and customers; (e) make
payroll, capital 





expenditures
and satisfy other working capital and operational needs; and (f) maintain the
Debtors’ business while a plan of reorganization or other transaction is
negotiated. The access of the Debtors to sufficient working capital and
liquidity through the use of Cash Collateral, incurrence of new indebtedness
for borrowed money and other financial accommodations is vital to the
preservation and maintenance of the going concern values of the Debtors and to
a successful reorganization of the Debtors. 


(ii) The
Debtors continue to be unable to obtain unsecured credit allowable only as an
unsecured, administrative expense claim under section 503(b)(1) of the
Bankruptcy Code. The Debtors also continue to be unable to obtain credit
allowable under sections 364(c)(1), 364(c)(2) or 364(c)(3) of the Bankruptcy
Code without the Debtors’ granting to the DIP Agents (for the benefit of the
DIP Lenders) liens on the assets of the Borrowers and the Guarantors pursuant
to sections 364(c)(2), 364(c)(3) and 364(d) of the Bankruptcy Code and
super-priority claim status pursuant to section 364(c)(1) of the Bankruptcy
Code for its administrative claim under section 503(b) of the Bankruptcy Code,
in each case as provided by the DIP Loan Documents. 


(iii) The
terms of the DIP Credit Agreement and the use of Cash Collateral are fair and
reasonable, reflect the Debtors’ exercise of prudent business judgment
consistent with their fiduciary duties and constitute reasonably equivalent
value and fair consideration. 


(iv) The
ability of the Debtors to continue their businesses and reorganize under
chapter 11 of the Bankruptcy Code depends upon the Debtors obtaining such
additional financing and using Cash Collateral. 





(v)
Without the ability to obtain the requested borrowings under the DIP Credit
Agreement, the Debtors’ ability to confirm a plan of reorganization and emerge
successfully from the Chapter 11 Cases would be severely compromised. 


(vi) It is in
the best interests of the Debtors’ estates that they continue to be allowed to
finance their operations and use Cash Collateral under the terms and conditions
set forth herein and in the other DIP Loan Documents. The relief requested by
the Motion is necessary to avoid immediate and irreparable harm to the Debtors’
estates, and good, adequate and sufficient cause has been shown to justify the
granting of the relief requested herein, and the immediate entry of this Order.



(vii) Based
upon the record before the Court, the use of Cash Collateral and the terms of
the DIP Loan Documents have been negotiated at arm’s length and in “good
faith,” as that term is used in section 364(e) of the Bankruptcy Code, and are
in the best interests of the Debtors, their estates and creditors. The DIP
Agents and DIP Lenders have extended and are extending financing to the
Debtors, and have otherwise entered into the DIP Loan Documents, in good faith
and are entitled to the benefits and protections of the provisions of section
364(e) of the Bankruptcy Code. The Pre-Petition Secured Parties have permitted
and are permitting the use of their Cash Collateral and Pre-Petition Collateral
in good faith. 


5. Debtors’ Stipulations. The
Debtors have stipulated, acknowledged, admitted, represented, and confirmed the
following, as of the Petition Date which, consistent with the terms of the
Original DIP Orders, now constitute findings of this Court that are binding on
the 





estate and all
parties in interest, except to the limited extent provided in the proviso
of paragraph 23 (vi) of this Order: 3 


(i) Pre Petition Loan Documents. The
Pre-Petition Secured Parties made loans and other financial accommodations to
the Borrowers that were unconditionally, jointly and severally guaranteed by
the Guarantors. As of the Petition Date, each Borrower and each Guarantor was
liable to the Pre-Petition Secured Parties in respect of loans made by the
Pre-Petition Secured Parties pursuant to the Pre-Petition Loan Documents in an
aggregate amount of not less than $314,500,000, plus interest thereon and fees,
expenses (including any attorneys’, accountants’, appraisers’, consultants’ and
financial advisors’ fees that are chargeable or reimbursable under the
Pre-Petition Loan Documents), charges, costs resulting from termination of any
hedge, swap or derivative agreements and other obligations incurred in
connection therewith, as provided in the Pre-Petition Loan Documents. 


(ii) Pre petition Collateral. The Pre-Petition
Agent (on its own behalf and on behalf of the Pre-Petition Lenders) perfected
its mortgages, security interests and liens in and on the Pre-Petition
Collateral. 


(iii) Pre-Petition Loan Documents. Each
Pre-Petition Loan Document is a valid and binding agreement and the Debtors are
obligated to the Pre-Petition Secured Parties to the extent provided
thereunder. 


(iv) Pre-Petition Obligations. The Pre-Petition
Obligations constitute legal, valid and binding obligations of the Borrowers or
the Guarantors, as applicable, enforceable in Pursuant3  to the Original DIP Orders, the Debtors agreed to various
stipulations. The Committee and all other parties in interest were granted an
opportunity to challenge or controvert any of the Debtors’ Stipulations (as defined
in the Original DIP Orders), but did not assert such a challenge within the
time period permitted under the Original DIP Orders. 





accordance
with their terms; the Debtors have no objection, offset, defense or
counterclaim of any kind or nature to the Pre-Petition Obligations; and the Pre-Petition
Obligations, and any amounts previously paid to any Pre-Petition Secured Party
on account thereof or with respect thereto, are not subject to avoidance,
reduction, disallowance, impairment or subordination pursuant to the Bankruptcy
Code or applicable non-bankruptcy law. The Pre-Petition Obligations constitute
allowed secured claims against the Borrowers or the Guarantors, as applicable,
in these Chapter 11 Cases and any Successor Case, including for purposes of
receiving distributions made pursuant to a plan of reorganization, and for the
purposes of effecting a credit bid under section 363(k) of the Bankruptcy Code
or under a plan of reorganization, in the Chapter 11 Cases and any Successor
Case. 


(v) Pre-Petition Liens. The Pre-Petition Obligations
are secured by the Pre-Petition Liens and each and every Pre-Petition Lien is a
valid, binding, perfected, enforceable, first-priority mortgage, lien and
security interest granted to the Pre-Petition Secured Parties, which is not
subject to avoidance, reduction, disallowance, impairment or subordination by
the Debtors pursuant to the Bankruptcy Code or applicable non-bankruptcy law. 


6. Michigan Gaming Commission. On December
[15], 2009, the Michigan Gaming Control Board (the “MGCB”) approved the DIP Obligations, as required by applicable
non-bankruptcy law. Subsequently, the Borrowers and Guarantors executed the DIP
Loan Documents, with the effectiveness thereof subject to, among other things,
the entry of this Order. 


7. Consensual Priming. The Pre-Petition Secured Parties have
not objected and thereby have consented to the priming of the Pre-Petition
Liens by the Post-Petition Liens (as defined below) and the Debtors’ use of
Cash Collateral on the terms and conditions set forth in 





the DIP Loan
Documents. The adequate protection provided herein and other benefits and
privileges contained herein are consistent with and authorized by the
Bankruptcy Code and are necessary in order to obtain such consent or
non-objection of such parties. 


8. Service of Motion; Objections and
Disposition of Objections. Notice of the relief sought by the
Motion and a form of this Order were served on December 5, 2009 electronically
via this Court’s electronic case management system and hand delivery,
facsimile, electronic mail, and/or delivery to by overnight delivery service to
the Limited Notice Parties, as defined by and pursuant to, Order Establishing
Certain Case Management and Administrative Procedures [docket entry #226].
Given the nature of the relief sought in the Motion, such notice constitutes
sufficient and adequate notice of this Order pursuant to Bankruptcy Rules 2002,
4001(b), (c) and (d) and 9014 and section 102(1) of the Bankruptcy Code, as
required by sections 363(b) and 364(d) of the Bankruptcy Code, and no further
notice of the Motion or this Order is necessary or required. 


9. Motion Granted. The
Motion is granted in its entirety on the terms set forth in this Order. Any
objection to the relief sought in the Motion that has not been previously
resolved or withdrawn is hereby overruled on its merits. This Order shall
become effective immediately upon its entry. 


10. DIP Credit Agreement Authorization.
Each of the Borrowers and each of the Guarantors, as applicable, is hereby
authorized to enter into the DIP Credit Agreement and the other DIP Loan
Documents, substantially in the form filed with the Court with such
modifications as may be permitted by this Order, and the Borrowers are
authorized to, on a joint and several basis, borrow funds, incur debt, reimbursement
obligations and other obligations, grant liens, make deposits, provide
guaranties and indemnities and perform its 





obligations
solely in accordance with the terms and conditions of the DIP Loan Documents,
including this Order. 


(i) In
furtherance of the foregoing and without further approval of this Court, each
Debtor is authorized and directed to perform all acts, to make, execute and
deliver all instruments and documents (including, without limitation, the
execution or recordation of security agreements, mortgages and financing
statements), and to pay all fees and expenses that may be reasonably required
or necessary for the Debtors’ performance of their obligations under the DIP
Credit Agreement, including, without limitation: 


	
  

 	
  

 
	
  

 	
 (a) the execution,
 delivery and performance of the DIP Loan Documents and any exhibits attached
 thereto; 

 
	
  

 	
  

 
	
  

 	
 (b) the
 execution, delivery and performance of one or more amendments to the DIP Loan
 Documents for, among other things, the purpose of adding additional financial
 institutions as DIP Lenders and reallocating the commitments of the DIP
 Lenders, and further implementing and evidencing the terms of this Order and
 the DIP Credit Agreement, in each case in such form as the Debtors, the
 Post-Petition Agent and the DIP Lenders may agree (it being understood that
 no further approval of the Court shall be required for amendments to the DIP
 Loan Documents that do not shorten the maturity of the extensions of credit
 thereunder or increase the commitments or the rate of interest payable
 thereunder); 

 
	
  

 	
  

 
	
  

 	
 (c) the
 non-refundable payment to the DIP Agents, as applicable, of the fees referred
 to in the DIP Loan Documents (and in any separate letter agreements in
 connection with the DIP Credit Agreement) and the reasonable

 













	
  

 	
  

 
	
  

 	
 costs and
 expenses that may be due from time to time, including, without limitation,
 reasonable fees and expenses of the professionals retained by the
 Post-Petition Secured Parties as provided for in the DIP Loan Documents; and 

 
	
  

 	
  

 
	
  

 	
 (d) the
 performance of all other acts required under or in connection with the DIP
 Loan Documents. 

 



(ii) All
obligations owed or at any time owing to the DIP Agents and/or any of the DIP
Lenders under or in connection with the DIP Loan Documents, including, without
limitation, all post-petition obligations, loans (including the DIP Loans),
advances, and other indebtedness, obligations and amounts (contingent or
otherwise), and any and all other obligations at any time incurred by any of
the Debtors to any of the DIP Agents or the DIP Lenders, are defined and
referred to herein as the “Post-Petition
Obligations”. 


11. Post petition Obligations
Enforceable and Valid. The DIP Loan Documents are and shall
constitute valid and binding, joint and several obligations of the Borrowers
and the Guarantors, enforceable in accordance with their terms. With respect to
the Post-Petition Obligations, no obligation, payment, transfer or grant of
security under this Order or the other DIP Loan Documents shall be stayed,
restrained, voidable or recoverable under the Bankruptcy Code or any applicable
non-bankruptcy law, or subject to any defense, reduction, setoff, recoupment or
counterclaim. 


          12.
Cash, Cash Collateral
& the Budget. 


(i) Subject to the terms and
conditions set forth in this Order and the other DIP Loan Documents, the
Debtors are authorized, pursuant to section 363(c)(2) of the Bankruptcy Code,
to use Cash Collateral and the DIP Loans until the earlier to occur of (i) the
termination, acceleration or maturity of any Post-Petition Obligation pursuant
to the DIP Loan 








Documents; and
(ii) this Order ceasing to be in full force and effect or is otherwise modified
without the consent of the Post-Petition Agent (each of (i) and (ii) a “Cash Collateral Termination Event”). The
Debtors’ authority to use Cash Collateral shall automatically terminate on a
Cash Collateral Termination Event without further order or relief from the
Court. 


(ii) All of
the Borrowers’ and the Guarantors’ cash flow shall be set forth in a budget
prepared on a rolling 13-week basis (the “Budget”),
as may be modified from time to time with the consent of the DIP Lenders. The
Budget shall set forth all of the Borrowers’ and the Guarantors’ cash flow and
certain expenditures. The Budget shall include various cash flow performance
benchmarks, to be agreed upon by the DIP Lenders and the Debtors. The Borrowers
shall provide to the DIP Lenders and the Committee weekly variance
report/reconciliation relating to the Budget for the preceding week and
cumulative 13-week period in form and substance satisfactory to the
Post-Petition Agent. Within ten (10) business days prior to April 1, 2010 and
each Budget Period (as defined in the DIP Credit Agreement) thereafter, the
Borrowers shall deliver a Budget covering the 13-weeks commencing on the first
Business Day (as defined in the DIP Credit Agreement) after the end of the
current Budget Period. The Borrowers shall provide monthly updates to the
Budget. Prior to the repayment in full and in cash of the DIP Credit Agreement
and the termination of the commitments of the DIP Lenders and DIP Agents under
the DIP Loan Documents, all payments (inclusive of contributions for operating
expenses and reasonable costs, expenses and fees in accordance with paragraph
18 of this Order) to be made by the Borrowers and the Guarantors shall be made
pursuant to the Budget. 


(iii) The Term
A Loan shall be available and drawn by the Borrowers immediately upon the
Effective Date in the DIP Credit Agreement in accordance with the DIP Loan
Documents and used to repay in full in cash the Original DIP Outstanding Amount
and to 





fund the
repayment of amounts to reimburse fees and expenses in accordance with the
Budget and the Original DIP Loan Documents.

(iv) The Delayed Draw Loan shall be
available and drawn by the Borrowers immediately upon the Effective Date in the
DIP Credit Agreement in accordance with the DIP Loan Documents and used for
making capital contributions to Greektown Casino, which Greektown Casino shall
use for operating costs and to repay amounts to reimburse reasonable fees and
expenses, in each case, in accordance with the Budget and the DIP Credit
Agreement. 


(v) The
Borrowers and the Guarantors will use all of their cash that constitutes Cash
Collateral, and any other cash (excluding the proceeds of the DIP Credit
Agreement) (the “Available Cash”)
to fund the Operating Component of the Budget in the manner provided for in the
DIP Loan Documents; provided, that if at any time the Borrowers and the
Guarantors have Available Cash in excess of $35,000,000 (the “Excess Available Cash”), such Excess
Available Cash shall be applied, consistent with the DIP Loan Documents, to the
pre-payment of the Term A Loan and the Delayed Draw Loans then outstanding on a
pro rata basis. After repayment of the DIP Loans, the remainder shall be
applied to repayment of the Pre-Petition Obligations as provided in the
Pre-Petition Loan Documents. Available Cash will be measured on a monthly basis
as of month-end, and shall be reported to the Post-Petition Agent, the
Pre-Petition Agent and the Committee. All Excess Available Cash set forth in
such report shall be paid to the Post-Petition Agent and the Pre-Petition
Agent, as applicable, on the date that such report is delivered to the
Post-Petition Agent and the Pre-Petition Agent. 


13. Post-Petition Liens. As security for the full payment,
satisfaction and performance of the Post-Petition Obligations by the Borrowers
and the Guarantors, the DIP Agents, on behalf of themselves and the DIP Lenders
are granted, as of the date of the entry of 





this Order, with
respect to the Post-Petition Obligations, without the need for the execution or
recordation of filings by the Debtors of mortgages, security agreements,
control agreements, pledge agreements, financing statements or other similar
documents, the following security interests and other liens (collectively the “Post-Petition Liens”): 


(i) First Lien on Unencumbered Property. Pursuant to section 364(c)(2) of the
Bankruptcy Code, a valid, binding, continuing, enforceable, unavoidable,
fully-perfected, first priority, senior security interest in and lien upon all
pre-petition and post-petition property of the Debtors, whether existing on the
Petition Date or thereafter acquired, to the extent such property is not
subject to any valid, perfected, non-avoidable and enforceable lien in
existence as of the Petition Date or any valid lien in existence as of the
Petition Date that is perfected subsequent to such date to the extent permitted
by section 546(b) of the Bankruptcy Code, including without limitation, all cash
of the Debtors and any investment of such cash, inventory, accounts receivable,
other rights to payment whether arising before, on or after the Petition Date,
contracts, properties, plants, equipment, general intangibles, documents,
instruments, interests in leaseholds, real properties, patents, copyrights,
trademarks, trade names, other intellectual property, capital stock of
subsidiaries, and the proceeds of all the foregoing. 


(ii) Liens Junior to Perfected,
Pre-Petition Liens. Pursuant to section 364(c)(3) of the
Bankruptcy Code, a valid, binding, continuing, non-avoidable, enforceable,
fully-perfected, junior security interest in and lien upon all pre-petition and
post-petition property of the Debtors, whether now existing or hereafter
acquired, that is finally determined to be subject to valid, perfected
non-avoidable and enforceable liens, if any, in existence as of the Petition
Date (other than the Pre-Petition Liens), which security interests and liens in
favor of the Post-Petition Agent are immediately junior to such valid,
perfected, enforceable, and 





unavoidable
liens, if any, including, without limitation, in all cash and cash collateral
of the Debtors and any investment of such cash and cash collateral, inventory,
any accounts receivable, other right to payment whether arising before or after
the Petition Date, contracts, properties, plants, equipment, general
intangibles, documents, instruments, interests in leaseholds, real properties,
patents, copyrights, trademarks, trade names, other intellectual property,
capital stock of subsidiaries, and the proceeds of all the foregoing, but shall
be senior to all other pre-petition and post-petition liens on such property
other than with respect to an liens or security interests arising after the Petition
Date and permitted under the DIP Loan Documents to be senior to the
Post-Petition Liens. 


(iii) Liens Senior to all Liens. Pursuant to section 364(d) of the
Bankruptcy Code, a valid, binding, continuing, enforceable, non-avoidable,
fully-perfected, first priority, senior security interest in and lien upon all
Pre-Petition Collateral which shall be senior to the Pre-Petition Liens and any
claims of the Pre-Petition Secured Parties (including, without limitation the
Adequate Protection Liens and Adequate Protection Claims defined below). 


(iv) Liens Senior to Certain Other Liens.
The Post-Petition Liens and the Adequate Protection Liens (as defined below)
shall not be subject or subordinate to: (a) any lien or security interest that
is avoided and preserved for the benefit of the Debtors and their estates under
section 551 of the Bankruptcy Code; or (b) any liens arising after the Petition
Date including, without limitation, any liens or security interests granted in
favor of any federal, state, municipal or other governmental unit, commission,
board or court for any liability of the Debtors other than with respect to any
liens or security interests arising after the Petition Date and permitted under
the DIP Loan Documents to be senior to the Post-Petition Liens. 





(v)
DIP Collateral. All property identified in
sub-paragraphs (ii) through (v) of this Paragraph 13 is collectively referred
to as the “DIP Collateral”. The
Post-Petition Liens in the DIP Collateral are subject and, in all cases,
subordinate, to the Carve-out (defined below) and the interests (if any)
described in Paragraph 30 below. DIP Collateral excludes the Debtors’ claims
and causes of action under sections 544, 547, 548, 549 and 550 of the
Bankruptcy Code, including any proceeds of, or property and interests,
unencumbered or otherwise, recovered in respect of any of the foregoing claims
and causes of action (“Avoidance Action
Property”). Notwithstanding anything to the contrary herein,
including the preceding sentence, any property that would otherwise be
Avoidance Action Property which: (i) involves or results from payments made by
the Debtors or debtors in possession from funds which were provided to the
Debtors under the Pre-Petition Loan Documents or the debtors in possession
under the DIP Credit Agreement or Original DIP Credit Agreement; and 


(ii) involves
or results from a payment which resulted in the discharge of a non-consensual
lien under applicable law, or which, had it not been made, would have enabled
the recipient to have acquired a non-consensual lien under applicable law,
shall be deemed excluded from the Avoidance Action Property and shall be
remitted to the Pre-Petition Agent or the Post-Petition Agent, for allocation
and payment to the appropriate lenders, depending on the source of the funds
which initially gave rise to such property. 


14. Super priority Claims and 503(b)
Claims. In addition to the Post-Petition Liens granted herein,
all Post-Petition Obligations shall constitute allowed, administrative expense
claims under section 503(b) of the Bankruptcy Code and allowed, super-priority
claims that are entitled to super-priority treatment under section 364(c)(1) of
the Bankruptcy Code (the “Super-Priority
Claims”) against each of the Debtors (jointly and severally), having
priority over all 





administrative
expenses of the kind specified in, or ordered pursuant to, any provision of the
Bankruptcy Code, including, without limitation, the Adequate Protection Claims
and those specified in, or ordered pursuant to, sections 105, 326, 328, 330,
331, 503, 506(c), 507, 546(c), 726, 1113 and 1114 of the Bankruptcy Code, or
otherwise, whether incurred in the Chapter 11 Cases or any conversion thereof
to a case under chapter 7 of the Bankruptcy Code or any other proceeding
related hereto (a “Successor Case”).
The Super-Priority Claims shall be payable from, and have recourse to, all
pre-petition and post-petition property of the Debtors and all proceeds
thereof; provided, that, except as provided in Paragraph 13(v) above,
the Super-Priority Claims shall not be payable from, or have recourse to, the
Avoidance Action Property. 


15. Fees & Expenses. The Debtors are authorized, directed,
and shall pay (and the automatic stay imposed by section 362 of the Bankruptcy
Code is hereby lifted to the extent necessary) (a) fees and expenses that may
be required under the DIP Loan Documents, as such fees and expenses become due,
including, without limitation, agent fees, commitment fees, syndication fees,
arrangement fees and underwriting fees and reasonable attorneys’, financial
advisors’, consultants’ and accountants’ fees and disbursements and fees in
respect of internal auditors, all as provided for in and subject to the DIP
Loan Documents, (b) all commitments and other fees and costs under the debt and
equity commitment letters in connection with the exit financing contemplated by
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, filed with the Court on November 2, 2009 and
the related disclosure statement, each as amended, restated, supplemented or
otherwise modified (the “Noteholder Plan”)
in accordance with the Budget, (c) all reasonable fees and expenses of Goodwin
Procter LLP and the local and regulatory counsel for the Put Parties (as
defined in 





the Noteholder
Plan) in accordance with the Budget and, to the extent applicable, paragraph 18
of this Order, (d) all reasonable fees and expenses of Bracewell & Giuliani
LLP and the local and regulatory counsel for the Ad Hoc Lender Group (as
defined in the Noteholder Plan) in accordance with the Budget and, to the
extent applicable, paragraph 18 of this Order, and (e) all reasonable fees and
expenses of Mayer Brown LLP, the local and regulatory counsel for the Original
DIP Agent and the Pre-petition Agent and Capstone Advisory Group, LLC incurred
in connection with coordinating the transfer and assignment of documents as may
be required to the respective successor Pre-Petition Agent and/or DIP Agent.
Except as otherwise contemplated by paragraph 18 of this Order, none of such
reasonable attorneys’, financial advisors’, consultants’, accountants’ and
internal auditors’ fees and disbursements shall be subject to the approval of
this Court or the U.S. Trustee guidelines, and no recipient of any such payment
shall be required to file with respect thereto any interim or final fee
application with this Court. In addition, the Debtors are hereby authorized and
directed to indemnify the DIP Agents and the DIP Lenders, exclusively in their
respective capacities as such, against any liability arising in connection with
the DIP Loan Documents to the extent provided in and subject to the DIP Loan
Documents. All such fees, expenses and indemnities of the DIP Agents and DIP
Lenders shall constitute Post-Petition Obligations and shall be secured by the
Post-Petition Liens and afforded all of the priorities and protections afforded
to the Post-Petition Obligations under this Order and the other DIP Loan
Documents. 


16. Adequate Protection. The Pre-Petition Secured Parties are
entitled, under sections 363(e) and 364(d)(1)(B) of the Bankruptcy Code, to
adequate protection of their interests in the Pre-Petition Collateral for and
equal in amount to the aggregate post-petition diminution in the value of the
Pre-Petition Secured Parties’ interest in the Pre-Petition Collateral 





by reason of
(i) the imposition of the automatic stay under section 362 of the Bankruptcy
Code; (ii) the priming of the Pre-Petition Liens; (iii) the use of Cash
Collateral; (iv) the use, sale or lease of Pre-Petition Collateral pursuant to
section 363(b) of the Bankruptcy Code; and (v) post-petition changes in value
of the Pre-Petition Collateral (clauses (i)-(v), the “Adequate Protection Obligations”). Subject and subordinate in
all respects
to (y) the Post-Petition Obligations, Post-Petition Liens and the rights of the
DIP Agents and DIP Lenders under this Order and the other DIP Loan Documents
(which shall at all times rank senior and prior to the Pre-Petition
Obligations, Pre-Petition Liens, Adequate Protection Liens (as defined below)
and the Adequate Protection Claims (as defined below)) and (z) the Carve-Out,
the Pre-Petition Secured Parties are hereby provided with the following forms
of adequate protection (which the DIP Agents and the DIP Lenders each
acknowledge is acceptable): 


(i) liens,
mortgages and security interests in or on all DIP Collateral (the “Adequate Protection Liens”) in the amount
of the Adequate Protection Obligations. Except as provided in this Order, the
Adequate Protection Liens shall not be made subject to or pari passu with
any lien on the DIP Collateral by any order subsequently entered in the Chapter
11 Cases or any Successor Case; and 


(ii) allowed,
super-priority claims under section 507(b) of the Bankruptcy Code against each
Debtor’s estate (the “Adequate Protection
Claims”), including the Avoidance Action Property, in the amount of
the Adequate Protection Obligations. Except as provided in this Order, the
Adequate Protection Claims shall have priority over all administrative expenses
of the kind specified in, or ordered pursuant to, any provision of the
Bankruptcy Code, whether incurred in the Chapter 11 Cases or any Successor
Case. 





(iii)
The Debtors shall, upon entry of this Order, and on a monthly basis thereafter,
promptly pay in cash, all accrued, but unpaid reasonable fees and expenses of
the Pre-Petition Agent, the Ad Hoc Lender Group and the Put Parties to the
extent they are Pre-Petition Secured Parties, in accordance with paragraph 18
of this Order, including but not limited to all reasonable fees and expenses of
professionals engaged, including but not limited to the reasonable
disbursements of counsel and any financial consultant and all other reasonable
fees, expenses, costs and charges provided under the Pre-Petition Credit
Agreement or any other Pre-Petition Loan Document for which an invoice was
delivered to the Debtors, in each case regardless of whether such amounts
accrued prior to the Petition Date, and all without further motion, fee
application or order of the Court. In addition, the Debtors shall pay in
accordance with the procedures set forth in paragraph 18 of this Order, as
allowed post-petition administrative expenses entitled to the priority and
security afforded to the Adequate Protection Claim, all of the reasonable (in
all respects) attorneys’ and other professionals’ fees and reimbursable
expenses of the Pre-Petition Agent, the Ad Hoc Lender Group and the Put Parties
to the extent they are Pre-Petition Secured Parties arising from or related to:
(v) this Order, including without limitation, the negotiating, closing,
documenting and obtaining of Court approval thereof; (w) all proceedings in
connection with the interpretation, amendment, modification, enforcement,
enforceability, validity or implementation of the Pre-Petition Loan Documents
or this Order; (x) the Noteholder Plan, including without limitation, the
negotiating, documenting, proceedings and confirmation relating thereto; (y)
all other matters and proceedings arising in or related to the Debtors’
bankruptcy cases; and (z) all reasonable expenses, costs and charges in any way
or respect arising in connection with the foregoing. 





(iv)
The Debtors shall, upon entry of this Order, and on a monthly basis thereafter,
accrue all interest on the Pre-Petition Obligations at the rate specified in
the Pre-Petition Loan Documents. Such accrued interest shall be added to the
secured claim of the Pre-Petition Secured Parties on the last business day of
every month; provided, however, that the amounts payable by the
Borrowers on each last business day of every month since the entry of the
Original Final Amended Order pursuant to clause (iv) of Section 15 of the Final
Amended Order (and all accrued interest thereon) shall be added to the secured
claim of the Pre-Petition Secured Parties upon entry of this Order and shall be
due and payable in cash on the DIP Facility Termination Date (as defined by the
DIP Loan Documents). 


(v) The
consent of the Pre-Petition Secured Parties to the use of the Pre-Petition
Collateral by the Debtors shall terminate upon (a) the occurrence of an Event
of Default (as defined by the DIP Loan Documents) or (b) the occurrence of the
DIP Facility Termination Date (as defined by the DIP Loan Documents); provided,
however, that such termination shall occur only after notice has been
provided to the Borrowers and the Subsidiary Guarantors and the Committee five
(5) Business Days prior to such termination, and the termination shall be
subject to the right of the Borrowers and Subsidiary Guarantors to seek, during
such five (5) Business Days’ period, continued use of the Pre-Petition
Collateral, on the terms set forth in this Order, solely on the basis that no
Event of Default has occurred. 


(vi) The
Pre-Petition Secured Parties, the Committee and their respective experts and
advisors shall be given reasonable access for purposes of monitoring the
business of the Debtors and the value of the Pre-Petition Collateral; and the
Debtors shall provide the Pre-Petition Secured Parties and the Committee with
any written financial information or periodic reporting that is provided to, or
required to be provided to, the Post-Petition Agent or the DIP 





Lenders. The
Post-Petition Agent shall be permitted to share with the Pre-Petition Secured
Parties any information it receives from the Debtors or that otherwise comes
into its possession. 


(vii)
Notwithstanding anything herein to the contrary, this Order is without
prejudice to, and does not constitute a waiver of, expressly or implicitly, the
rights of the Pre-Petition Secured Parties to seek modification of the grant of
adequate protection provided in this Order so as to provide different or
additional adequate protection at any time, and nothing herein shall affect the
right of the Debtors, the Committee, the Post-Petition Agent or any other party
in interest to oppose such modification of the grant of the adequate protection
sought. However, if any additional adequate protection claims, liens or other
rights are awarded at any time, such claims, liens and/or other rights shall be
at all times junior in all respects to the claims and liens granted to or for
the benefit of the DIP Agents and the DIP Lenders and shall not affect the
priority, validity, binding nature, enforceability or perfection of any of such
claims and liens granted to or for the benefit of the DIP Agents and the DIP
Lenders. 


          17.
Perfection of Post
petition Liens & Adequate Protection Liens.

(i) All liens
granted or authorized pursuant to this Order, including the Post-Petition Liens
and the Adequate Protection Liens, to or for the benefit of the DIP Agents, the
DIP Lenders or the Pre-Petition Secured Parties, are valid, enforceable and
perfected and non-avoidable, effective as of the Petition Date, and
(notwithstanding any provisions of any agreement, instrument, document, the
Uniform Commercial Code or any other relevant law or regulation of any
jurisdiction) no further notice, filing or other act shall be required to
effect such perfection, and all liens that may be created upon any deposit
accounts or securities accounts are deemed to confer “control” for purposes of
sections 8-106, 9-104 and 9-106 of the Uniform Commercial Code as in effect as
of the Petition Date in favor of the DIP Agents or DIP 





Lenders; provided,
that if either the Post-Petition Agent or the Pre-Petition Agent shall, in its
sole discretion, choose to require the execution of and/or file (as applicable)
such mortgages, financing statements, notices of liens, blocked account or
control agreements, and other similar instruments and documents, all such
mortgages, financing statements, notices of liens, blocked account or control
agreements, or other similar instruments and documents shall be deemed to have
been executed, filed and/or recorded nunc pro tunc at the time and on the date
of the Petition Date. Each and every federal, state and local government agency
or department is hereby directed to accept the entry by this Court of this
Order as evidence of the validity, enforceability and perfection on the
Petition Date of the liens granted or authorized pursuant to this Order to or
for the benefit of the DIP Agents, the DIP Lenders or the Pre-Petition Secured
Parties. 


(ii) The
Pre-Petition Liens, the Post-Petition Liens and the Adequate Protection Liens
shall not be: (a) subject to any lien that is avoided and preserved for the benefit
of the Debtors’ estates under section 551 of the Bankruptcy Code; or (b)
subordinated to or made pari passu with any other lien under section
364(d) of the Bankruptcy Code or otherwise. No claim or lien having a priority
superior to or pari passu with those granted by this Order with respect
to the Post-Petition Obligations shall be granted or allowed until the
indefeasible payment in full in cash and satisfaction of the Post-Petition
Obligations in the manner provided in the DIP Loan Documents. 


(iii) No
expenses of administration of the Chapter 11 Cases or any Successor Case, shall
be charged against or recovered from the DIP Collateral pursuant to section
506(c) of the Bankruptcy Code or any similar principle of law, including the
“equities-of-the-case” exception under section 552(b) of the Bankruptcy Code,
without the prior written consent of 







the
Post-Petition Agent or the Pre-Petition Agent, as the case may be, and no such
consent shall be implied from any other action, inaction, or acquiescence by
the DIP Agents, the DIP Lenders or the Pre-Petition Secured Parties. 



18. Process for Payment of Fees and
Expenses. Notwithstanding anything else contained herein, all
fees and expenses of any professionals for the DIP Agent, the Pre-Petition
Agent, the Pre-Petition Lenders, the Ad Hoc Lender Group and the Put Parties
and to be paid hereunder shall not be required to comply with the U.S. Trustee
fee guidelines, provided, however, that such professionals
seeking payment of fees and expenses incurred after the date hereof from the
Debtors shall provide copies of its fee and expense statements to counsel to
the DIP Agent, the Pre-Petition Agent, the Pre-Petition Lenders, the Ad Hoc
Lender Group and the Put Parties with the delivery of such fee and expense
statements to the Debtors. The Debtors, the DIP Agent, the Pre-Petition Agent,
the Pre-Petition Lenders, the Ad Hoc Lender Group and the Plan Proponents may
object to the reasonableness of the fees, costs, and expenses included in any
professional fee invoice submitted hereunder; provided that, any such
objection shall be forever waived and barred unless (i) it is filed with the
Court and served on counsel for the party seeking reimbursement no later than
ten (10) days after the applicable professional fee invoice is served on the
objecting party, and (ii) it describes with particularity the items or categories
of fees, costs and expenses that are the subject of the objection and provides
the specific basis for the objection to each such item or category of fees,
costs and expenses, provided further, however that the
Debtors shall promptly pay all amount that are not the subject of any
objection.


          19.
Carve-out.







(i)
All liens and claims granted pursuant to this Order, including the
Post-Petition Liens, the Super-Priority Claims, the Adequate Protection Liens
and the Adequate Protection Claims shall be subordinate to the following
expenses: 


	
  

 	
  

 
	
  

 	
 (a) fees of
 the Clerk of the Bankruptcy Court and fees of the United States Trustee
 pursuant to 28 U.S.C. § 1930(a); 

 
	
  

 	
  

 
	
  

 	
 (b) prior to
 delivery of a Carve-out Trigger Notice (as defined below), the fees and
 expenses of professionals retained by the Debtors or the Committee that are
 allowed by this Court; and 

 
	
  

 	
  

 
	
  

 	
 (c) after
 delivery of a Carve-out Trigger Notice, $2,250,000 of fees and expenses of
 professionals, including investment bankers (but not any “success fee” or
 “transaction fee” owed to such professional), retained by the Debtors, any
 chapter 11 trustee appointed in the Chapter 11 Cases and the Committee that
 are allowed by this Court ((a), (b) and (c) together, the “Carve-out”). 

 



(ii) The term
“Carve-out Trigger Notice” shall
mean a written notice, delivered by the Post-Petition Agent to bankruptcy
counsel for the Debtors and lead counsel for the Committee, stating that an
Event of Default (as defined in the DIP Loan Documents) has occurred and that
the Post-Trigger Carve-out Account is to be funded (as defined and as provided
below). 


(iii) Upon
delivery of a Carve-out Trigger Notice and to satisfy the Carve-out, the
Borrowers and/or the Guarantors shall fund a segregated account in an aggregate
amount of $2,250,000, plus the amount of professional fees and expenses
incurred, but not paid by the Debtors and the Committee prior to the date of
the Carve-out Trigger Notice (the “Post-Trigger
Carve-out Account”). Amounts on deposit in the Post-Trigger
Carve-out Account shall be used





solely to
satisfy the Carve-out and shall not be available to pay any Post-Petition
Obligation or Pre-Petition Obligation unless and until the Carve-Out is fully
paid. 


(iv) The
Carve-out and amounts in the Post-Trigger Carve-out Account shall not include,
apply to, or be available for any fees or expenses incurred by any party,
including the Debtors, the Committee, or any of their professionals, to: (a)
object to or contest in any manner, or raise any defenses to, the validity,
perfection, priority, extent, amount or enforceability of the Pre-Petition
Obligations, the Pre-Petition Liens, the Post-Petition Obligations, the
Post-Petition Liens or the Super-Priority Claims; or (b) assert any claims or
causes of action against any Pre-Petition Secured Party, the DIP Agents or any
DIP Lender, or their respective advisors, agents and sub-agents, including
discovery proceedings in anticipation thereof, or in connection with the
initiation or prosecution of any claims, causes of action, adversary
proceedings or other litigation against any Pre-Petition Secured Party, the DIP
Agents or any DIP Lender. 


(v) Nothing
herein shall constitute a waiver by the Pre-Petition Secured Parties, the
Post-Petition Agent or the DIP Lenders of their rights to object to the fees
and expenses of any professional retained by the Debtors or the Committee, all
such rights being fully reserved. 


20. Limitation on Use of Collateral and
DIP Credit Agreement Proceeds. Notwithstanding anything herein
to the contrary, none of the amounts loaned or advanced under, or in connection
with, the DIP Credit Agreement, the Original DIP Credit Agreement, proceeds of
DIP Collateral or any existing and future Cash Collateral may be used, directly
or indirectly, by any Debtor, the Committee, or any other person or entity to:
(a) object to, contest in any manner, or raise any defenses to, the validity,
perfection, priority, extent, amount or





enforceability
of the DIP Credit Agreement, any DIP Loan Document, any Post-Petition
Obligation, any Post-Petition Lien, any Pre-Petition Lien or any Super-Priority
Claim; (b) assert any claims or causes of action against the DIP Agents, any
DIP Lender or any Pre-Petition Secured Party or their respective advisors, agents
and sub-agents, including discovery in anticipation thereof, or in connection
with the initiation or prosecution of any claims, causes of action, adversary
proceedings or other litigation involving the DIP Agents, any DIP Lender or any
Pre-Petition Secured Party; (c) except as otherwise provided in this Order,
prevent, hinder or otherwise delay the Pre-Petition Secured Parties’, the DIP
Agents’ or the DIP Lenders’ assertion, enforcement or realization on
Pre-Petition Collateral or DIP Collateral, as applicable, in accordance with
the DIP Loan Documents, the Pre-Petition Loan Documents or this Order; (d) seek
to modify any of the rights granted to the DIP Agents, the DIP Lenders or the
Pre-Petition Secured Parties hereunder, under the DIP Loan Documents or the
Pre-Petition Loan Documents, in each of the foregoing cases without such
parties’ prior written consent; (e) pay any amount on account of any claims
arising prior to the Petition Date unless such payments are (1) approved by an
Order of this Court and (2) in accordance with the Budget; (f) seek
authorization, or support any other person or entity seeking authorization, to
use any Cash Collateral without the consent of the Post-Petition Agent; or (g)
obtain a lien senior to, or on a parity with, the liens of the Post-Petition
Agent in any DIP Collateral or any portion thereof. Cash Collateral and
proceeds of Original DIP Loans that have been used prior to entry of this Order
to compensate Committee professionals for their reasonable and necessary fees and
expenses incurred in investigating the validity, perfection and background of
the Pre-Petition Loan Documents, the Pre-Petition Liens and the Pre-Petition
Obligations are permitted. 





          21.
Perfection Maintenance. To the extent the Pre-Petition Agent is
the secured party or is listed as loss payee or additional insured under any
Pre-Petition Loan Document, the Post-Petition Agent, is also deemed to be the
secured party or loss payee in that capacity and shall act in that capacity and
distribute any proceeds recovered or received first, for the benefit of the DIP
Agents, DIP Lenders in accordance with the DIP Loan Documents and second,
subsequent to indefeasible payment in full of all Post-Petition Obligations in
cash, for the benefit of the Pre-Petition Secured Parties under the
Pre-Petition Loan Documents.


          22.
Preservation of Rights.



(i)
Notwithstanding anything herein to the contrary, the entry of this Order is
without prejudice to, and does not constitute a waiver of, expressly or
implicitly, or otherwise impair: (a) any of the rights of any of the DIP
Agents, the DIP Lenders or the Pre-Petition Secured Parties under the
Bankruptcy Code or under non-bankruptcy law, including, without limitation, any
right of the DIP Agents or the DIP Lenders to: (1) request modification of the
automatic stay of section 362 of the Bankruptcy Code (beyond that which is
granted in this Order); (2) request dismissal of any of the Chapter 11 Cases,
conversion of any of the Chapter 11 Cases to cases under chapter 7 of the
Bankruptcy Code, termination or expiration of exclusivity, or appointment of a
chapter 11 trustee or examiner (including with expanded powers); or (3)
propose, subject to the provisions of section 1121 of the Bankruptcy Code, a
chapter 11 plan or plans; or (b) any other rights, claims or privileges
(whether legal, equitable or otherwise) of the DIP Agents, the DIP Lenders or
the Pre-Petition Secured Parties. 


(ii) The
Post-Petition Obligations and the Adequate Protection Obligations, and the
claims and liens granted to or for the benefit of the DIP Agents, the DIP
Lenders and the Pre-Petition Secured Parties pursuant to this Order and the
other DIP Loan Documents, are not





subject to any
setoff or reduction of any kind, including, without limitation, under section
502(d) of the Bankruptcy Code, and shall not be discharged by the entry of an
order: (a) confirming a chapter 11 plan in any of the Chapter 11 Cases (and,
pursuant to section 1141(d)(4) of the Bankruptcy Code, the Debtors hereby waive
such discharge); or (b) converting any of the Chapter 11 Cases to a case under
chapter 7 of the Bankruptcy Code. Under no circumstances shall any chapter 11
plan in any of these Chapter 11 Cases be confirmed or become effective unless
such plan provides that the Post-Petition Obligations and the Adequate
Protection Obligations shall be indefeasibly paid in full in cash and satisfied
in the manner provided in the DIP Loan Documents on or before the effective
date of such plan.


(iii) Based
upon the findings set forth in this Order and in accordance with section 364(e)
of the Bankruptcy Code, which is applicable to the commitments to extend DIP
Loans and other Post-Petition Obligations contemplated by this Order, in the
event that any or all of the provisions of this Order, or without the prior
consent of the Post-Petition Agent, any other DIP Loan Document, are hereafter
modified, amended or vacated by a subsequent order of this or any other Court,
no such modification, amendment or vacation shall affect the validity,
enforceability or priority of any lien or claim authorized or created hereby or
thereby or any Post-Petition Obligations incurred hereunder or thereunder.
Notwithstanding any such modification, amendment or vacation, any Post-Petition
Obligation incurred and any claim granted to the DIP Agents and/or the DIP
Lenders under this Order or under the other DIP Loan Documents, arising prior
to the effective date of such modification, amendment or vacation shall be
governed in all respects by the original provisions of this Order and the other
DIP Loan Documents, and the DIP Agents and the DIP Lenders shall be entitled to
all of the





rights,
remedies, privileges and benefits, including the liens and priorities granted
herein and therein, with respect to any such Post-Petition Obligations. 


(iv) The
validity, enforceability, priority or amount of any of the claims and liens
granted to or for the benefit of the DIP Agents and the DIP Lenders under this
Order or any other DIP Loan Documents with respect to the Post-Petition
Obligations shall not be affected by any finding or order of this Court or any
other court regarding any Pre-Petition Secured Party or Pre-Petition Liens,
including, without limitation, any order of this Court or any other Court invalidating
any Pre-Petition Obligation or Pre-Petition Liens. 


(v) To the
extent that any Post-Petition Obligation remains unpaid, any amounts disgorged
by the Pre-Petition Secured Parties in respect of any Pre-Petition Obligation
(whether such amounts were received by the Pre-Petition Secured Parties prior
or subsequent to the Petition Date) shall upon such disgorgement be immediately
delivered by the Debtors to the Post-Petition Agent to be applied to repay the
Post-Petition Obligations in accordance with the terms of the DIP Loan
Documents. 


          23.
Release. 


(i) Each
Debtor in its individual capacity hereby forever releases, waives and
discharges the Pre-Petition Agent, the Pre-Petition Secured Parties, the
Original DIP Agent, the Original DIP Lenders, the DIP Agents and the DIP
Lenders (each, whether in its pre-petition or post-petition capacity), together
with its respective officers, directors, employees, agents, subagents,
attorneys, professionals, affiliates, subsidiaries, assigns and/or successors
(collectively, the “Released Parties”),
from any and all claims and causes of action arising out of, based upon or
related to, in whole or in part, any: (a) Pre-Petition Loan Document; (b)
aspect of the pre-petition relationship between a Debtor and any or all of the
Released Parties; or (c) other acts or





omissions by
any or all of the Released Parties including, without limitation, any claims or
defenses as to the extent, validity, priority or perfection of the Pre-Petition
Liens or Pre-Petition Obligations, “lender liability” claims and causes of
action, any actions, claims or defenses under chapter 5 of the Bankruptcy Code
or any other claims and causes of action and any resulting subordination or
recharacterization of any payments made to any Pre-Petition Secured Party
pursuant to this Order (all such claims, defenses and other actions described
in this paragraph are collectively defined as the “Claims and Defenses”). 


(ii) Any and
all Claims and Defenses against any of the Released Parties have been forever
relinquished, released and waived. 


(iii)
[Reserved]. 


(iv) The
Pre-Petition Liens have been deemed legal, valid, binding, enforceable,
perfected, not subject to subordination (except for the subordination thereof
to the Post-Petition Liens and as otherwise specified in this Order and the DIP
Loan Documents, as applicable) or avoidance for all purposes in the Chapter 11
Cases and any Successor Case. 


(v) The
release of the Claims and Defenses are binding on all parties in interest in
the Chapter 11 Cases and any Successor Case. 


(vi) The
Pre-Petition Obligations, the Pre-Petition Liens, releases of the Claims and
Defenses against the Released Parties, and prior payments on account of or with
respect to the Pre-Petition Obligations, respectively, shall not be subject to
any other or further claims, cause of action, objection, contest, setoff,
defense or challenge by any party in interest for any reason, including,
without limitation, by any successor to or estate representative of any Debtor;
provided, that the rights of the Committee to challenge the value of the
Pre-Petition Collateral or the diminution in value, if any, of the Pre-Petition
Collateral since the Petition Date





is preserved.
Nothing in this Order shall confer or deny standing upon the Committee or any
other person or entity to bring, assert, commence, continue, prosecute or
litigate the Claims and Defenses against any Released Party.


(vii)
Notwithstanding anything to the contrary in this Paragraph 23 or elsewhere in
this Order, none of the Debtors, the Committee or any other party in interest
may challenge the right to receive the adequate protection provided in
Paragraph 16(iv) and (v) of this Order. 


24. Survival of Certain Rights. Notwithstanding anything herein or in
any other DIP Loan Document, upon the occurrence of the DIP Facility
Termination Date (as defined in the DIP Loan Documents), all of the rights,
remedies, benefits and protections provided: (i) to the DIP Agents and the DIP
Lenders under this Order and the other DIP Loan Documents; and (ii) to the
Pre-Petition Secured Parties under this Order and the Pre-Petition Loan
Documents, shall survive such DIP Facility Termination Date. Upon such DIP
Facility Termination Date, the principal, all accrued interest and fees and all
other Post-Petition Obligations shall be immediately due and payable and the
DIP Agents and the DIP Lenders shall have all other rights and remedies
provided in this Order, the other DIP Loan Documents and applicable law. 


25. Rights Upon Case Dismissal. Until all obligations and indebtedness
owing to the DIP Agents and the DIP Lenders shall have been paid in full in
cash and satisfied in the manner provided in the DIP Loan Documents, no Debtor
shall seek an order dismissing any of the Chapter 11 Cases. If an order
dismissing any of the Chapter 11 Cases under section 1112 of the Bankruptcy
Code or otherwise is at any time entered, such order shall provide (in
accordance with sections 105 and 349(b) of the Bankruptcy Code) that: (i) the
claims and liens granted pursuant to this Order to or for the benefit of the
DIP Agents and the DIP Lenders shall 





continue in
full force and effect and shall maintain their priorities as provided in this
Order until all Post-Petition Obligations shall have been indefeasibly paid in
full in cash and satisfied in the manner provided in the DIP Loan Documents
(and that such claims and liens shall, notwithstanding such dismissal, remain
binding on all parties in interest); (ii) the claims and liens granted pursuant
to this Order to or for the benefit of the Pre-Petition Secured Parties shall
continue in full force and effect and shall maintain their priorities as
provided in this Order (and that such claims and liens shall, notwithstanding
such dismissal, remain binding on all parties in interest); (iii) that prior to
dismissal, the applicable Debtors shall deliver to the Post-Petition Agent and
record, at the Debtors’ cost, financing statements, mortgages and other
documentation evidencing perfected liens in the DIP Collateral; and (iv) this
Court shall retain jurisdiction, notwithstanding such dismissal, for the
purposes of enforcing such claims and liens. 


          26.
Events of Default.



(i) The
automatic stay provisions of section 362 of the Bankruptcy Code are hereby
vacated and modified to the extent necessary to permit the DIP Agents and the
DIP Lenders to exercise, upon the occurrence of any Event of Default (as
defined in the DIP Credit Agreement), all rights and remedies provided for in
the DIP Loan Documents, and to take any or all of the following actions without
further order of or application to this Court: (a) terminate the Debtors’ use
of Cash Collateral and cease to make any loans or advances to the Debtors; (b)
declare all Post-Petition Obligations to be immediately due and payable; (c)
terminate any unfunded commitments under the proposed DIP Credit Agreement; (d)
set off and apply immediately any and all amounts in accounts maintained by the
Debtors with the DIP Agents or any DIP Lender against the Post-Petition Obligations,
and otherwise enforce rights against





the DIP
Collateral in the possession of the Post-Petition Agent or any DIP Lenders for
application towards the Post-Petition Obligations; and (e) take any other
actions or exercise any other rights or remedies permitted under this Order,
the other DIP Loan Documents or applicable law to effect the repayment and
satisfaction of the Post-Petition Obligations; provided, that the DIP Agents or
any applicable DIP Lender shall provide five (5) business days written notice
(by facsimile, telecopy, electronic mail or otherwise) to the U.S. Trustee,
counsel to the Debtors and counsel to the Committee prior to exercising any
enforcement rights or remedies in respect of the DIP Collateral (other than the
rights described in clauses (a), (b) and (c) above (to the extent they might be
deemed remedies in respect of the DIP Collateral) and other than with respect
to freezing any deposit accounts or securities accounts); provided further,
that the Borrowers and the Guarantors shall have the right to seek continuation
of the automatic stay during such five (5) days period solely on the basis that
no Event of Default has occurred.  


(ii) No holder
of a lien primed by this Order or granted by the Debtors as adequate protection
shall be entitled to object on the basis of the existence of any such lien to
the exercise by the DIP Agents and the DIP Lenders of their respective rights
and remedies under the DIP Loan Documents or under applicable law to effect
satisfaction of the Post-Petition Obligations or to receive any amounts or
remittances due hereunder or under the other DIP Loan Documents. The DIP Agents
and the DIP Lenders shall be entitled to apply the payments or proceeds of the
DIP Collateral in accordance with the provisions of this Order and the other
DIP Loan Documents and, except to the extent specifically provided herein, the
DIP Agents and the DIP Lenders shall not be subject to the equitable doctrine
of “marshaling” or any other similar doctrine with respect to any of the DIP
Collateral or otherwise. 





(iii)
The rights and remedies of the DIP Agents and the DIP Lenders specified herein
are cumulative and not exclusive of any rights or remedies that the DIP Agents
and the DIP Lenders may have under the other DIP Loan Documents or otherwise.
The failure or delay by the (a) DIP Agents and the DIP Lenders to seek relief
or otherwise exercise its rights and remedies under this Order or any other DIP
Loan Documents or (b) Pre-Petition Secured Parties to exercise its rights and
remedies under this Order shall not constitute a waiver of any of the rights of
the DIP Agents, the DIP Lenders or Pre-Petition Secured Party hereunder,
thereunder or otherwise, and any single or partial exercise of such rights and remedies
against any party or DIP Collateral shall not be construed to limit any further
exercise of such rights and remedies against any or all of the other parties
and/or DIP Collateral. 


27. Binding Effect; Successors and
Assigns. This
Order is hereby deemed effective immediately pursuant to Rule 6004(h) of the
Federal Rules of Bankruptcy Procedure. The provisions of this Order shall be
binding upon and inure to the benefit of the DIP Agents, each DIP Lender, each
Pre-Petition Secured Party, the Pre-Petition Agent, the Original DIP Agent, the
Original DIP Lenders, the Debtors, their estates and their respective
successors and assigns, including any chapter 7 trustee or other trustee or
fiduciary hereafter appointed as a legal representative of the Debtors or with
respect to the property of the estates of the Debtors in a Successor Case (each
a “Successor Case Trustee”), but
in the case of a Successor Case Trustee only, with respect to the matters
reserved in paragraph 23 of this Order, the Successor Case Trustee shall only
be bound if and to the extent the Committee is bound. 


28. Conflict. In the event that any provision of this
Order conflicts with any term of another DIP Loan Document, this Order shall
govern. 


          29. Michigan Gaming Control Board.






(i)
On December [15], 2009, the MGCB entered an order approving the DIP Credit
Agreement and other DIP Loan Documents. 


(ii) Nothing
in this Order shall constitute or be construed as a determination regarding the
impact of the filing or continuation of these Chapter 11 Cases on the ongoing
regulatory powers of the MGCB, and all rights of the MGCB with respect to its
ongoing regulatory powers, and the rights of any other party in interest to
oppose any interpretation, or the applicability or extent of any ongoing
regulatory powers, are expressly preserved. The Debtors’ authorization to incur
any Post-Petition Obligation authorized in this Order is subject to the Debtors
first obtaining MGCB approval, including the approval required by R 432.1508 and
R 432.1509, and the Debtors’ compliance with the provisions of the Gaming
Control and Revenue Act, M.C.L.A. 432.201 et
seq., and the MGCB’s administrative rules, resolutions, and orders that apply
to the debt transaction at issue in this Order. 


          30.
Certain Liens and
Alleged Liens. 


(i)
Notwithstanding anything to the contrary contained in this Order, including,
without limitation, Paragraphs 13 and 16 hereof, or any provision of the DIP
Loan Documents, any person that, under Michigan law, is entitled to and duly
records a construction lien for work performed before or after the Petition
Date, shall have the rights and priorities afforded under Michigan law with
respect to the Post-Petition Agent, the DIP Lenders, the Pre-Petition Secured
Parties and any other person; 


(ii) None of
the provisions of this Order or the other DIP Loan Documents shall affect the
validity, extent, or priority of any assignment (s), pledge(s), security
interest(s) or lien(s) (if any) in favor of any of Ted Gatzaros, Maria
Gatzaros, Dimitrios “Jim” Papas and/or 





Viola Papas
(and the Debtors do not admit that any such assignment, pledge, security
interest or lien exists) in:


	
  

 	
  

 	
  

 
	
  

 	
 (a) the
 membership interests of Kewadin in Monroe; 

 
	
  

 	
  

 
	
  

 	
 (b) the
 rights of Kewadin to distributions from Monroe; 

 
	
  

 	
  

 
	
  

 	
 (c) the
 rights of Kewadin to distributions from Greektown Holdings and/or Greektown
 Casino; and 

 
	
  

 	
  

 
	
  

 	
 (d) all
 products and/or proceeds of all of the foregoing, including, without
 limitation, the proceeds of any sale of any of Kewadin’s membership interests
 in Monroe, all monies due to Kewadin, directly or indirectly, for any reason,
 on account of any of the foregoing, and all other cash and non-cash proceeds
 of same. 

 



31. Greektown
Casino and Jenkins/Skanska Venture, LLC (“Jenkins/Skanska”)
are parties to a pre-petition construction contract (the “Construction Contract”). Jenkins/Skanska
has asserted that it is owed, under the Construction Contract or under law, the
sum of $526,831.60 for professional fees it incurred in connection with the
Cases, and that such obligations are secured under Michigan’s Construction Lien
Laws. Nothing contained in this Order shall modify, alter, amend or in any
manner affect, any of the rights, priorities or defenses of Jenkins/Skanska, on
one hand, or the Borrowers, the Guarantors, the Pre-Petition Lenders, the DIP
Lenders, Pre-Petition Agent, the DIP Agents, the Ad Hoc Lender Group or the Put
Parties, on the other. 


	
  

 	
  

 
	
 Signed on December 23, 2009

 	
 ___ __/s/ Walter Shapero_

 
	
  

 	
 __Walter ShaperoUnited States

 
	
  

 	
 Bankruptcy Judge

 










EXHIBIT C


LENDER ASSIGNMENT AGREEMENT


          This
ASSIGNMENT AGREEMENT (this “Agreement”) is entered into by and between the
parties designated as Assignor (“Assignor”) and Assignee (“Assignee”) above the
signatures of such parties on the Schedule of Terms attached hereto and hereby
made an integral part hereof (the “Schedule of Terms”) and relates to that
certain DIP Credit Agreement described in the Schedule of Terms (said DIP
Credit Agreement, as amended, supplemented or otherwise modified to the date
hereof and as it may hereafter be amended, supplemented or otherwise modified
from time to time, being the “DIP Credit Agreement”, the terms defined therein
and not otherwise defined herein, whether in singular or plural form, being
used herein as therein defined).  


          IN
CONSIDERATION of the agreements, provisions and covenants herein contained, the
parties hereto hereby agree as follows: 


          SECTION
1. Assignment and Assumption. 


          a.
Effective upon the Settlement Date specified in Item 4 of the Schedule of Terms
(the “Settlement Date”), Assignor
hereby sells and assigns to Assignee, without recourse, representation or
warranty (except as expressly set forth herein), and Assignee hereby purchases
and assumes from Assignor, that percentage interest in all of Assignor’s rights
and obligations as a Lender arising under the DIP Credit Agreement and the
other Loan Documents with respect to Assignor’s Commitments and outstanding
Loans, if any, which represents, as of the Settlement Date, the percentage
interest specified in Item 3 of the Schedule of Terms of all rights and
obligations of Lenders arising under the DIP Credit Agreement and the other
Loan Documents with respect to the Commitments and any outstanding Loans (the “Assigned Share”). 


          b.
In consideration of the assignment described above, Assignee hereby agrees to
pay to Assignor, on the Settlement Date, the principal amount of any
outstanding Loans included within the Assigned Share, such payment to be made
by wire transfer of immediately available funds in accordance with the
applicable payment instructions set forth in Item 5 of the Schedule of Terms. 


          c.
Assignor hereby represents and warrants that Item 3 of the Schedule of Terms
correctly sets forth the amount of the Commitments, the outstanding Loans and
the Pro Rata Share corresponding to the Assigned Share. 


          d.
Assignor and Assignee hereby agree that, after giving effect to the assignment
and assumption described above, (i) Assignee shall be a party to the DIP Credit
Agreement and shall have all of the rights and obligations under the Loan
Documents, and shall be deemed to have made all of the covenants and agreements
contained in the Loan Documents, arising out of or otherwise related to the
Assigned Share from and after the Settlement Date; provided, however, that
nothing in this Agreement shall be construed to permit the Assignee to take any
independent default-related action against the Borrowers or any of their
Affiliates, nor any action that is not pursuant to the Loan Documents, and (ii)
Assignor shall be absolutely released from any of such obligations, covenants
and agreements assumed or made by Assignee in respect of the Assigned  





Share first
arising after the Settlement Date. Assignee hereby acknowledges and agrees that
the agreement set forth in this clause (d) is expressly made for the
benefit of the Borrowers, the Administrative Agent, Assignor and the other
Lenders and their respective successors and permitted assigns. 


          e.
Assignor and Assignee hereby acknowledge and confirm their understanding and
intent that (i) this Agreement shall effect the assignment by Assignor and the
assumption by Assignee of Assignor’s rights and obligations with respect to the
Assigned Share from and after the Settlement Date, (ii) any other assignments
by Assignor of a portion of its rights and obligations with respect to the
Commitments and any outstanding Loans shall have no effect on the Commitments,
the outstanding Loans and the Pro Rata Share corresponding to the Assigned
Share as set forth in Item 3 of the Schedule of Terms, and (iii) from and after
the Settlement Date, the Administrative Agent shall make all payments under the
DIP Credit Agreement in respect of the Assigned Share (including all payments
of principal and accrued but unpaid interest, and commitment fees with respect
thereto) (A) in the case of any such interest and fees that shall have accrued
prior to the Settlement Date, to Assignor, and (B) in all other cases to
Assignee; provided, however, that
Assignor and Assignee shall make payments directly to each other to the extent
necessary to effect any appropriate adjustments in any amounts distributed to
Assignor and/or Assignee by the Administrative Agent under the Loan Documents in
respect of the Assigned Share in the event that, for any reason whatsoever, the
payment of consideration contemplated by clause (b) of this Section 1
occurs on a date other than the Settlement Date. 


          SECTION
2. Certain Representations, Warranties and Agreements. 


          a.
Assignor represents and warrants that immediately prior to this Assignment it
is the legal and beneficial owner of the Assigned Share, free and clear of any
adverse claim. 


          b.
Assignor shall not be responsible to Assignee for the execution, effectiveness,
genuineness, validity, enforceability, collectibility or sufficiency of any of
the Loan Documents or for any representations, warranties, recitals or
statements made therein or made in any written or oral statements or in any
financial or other statements, instruments, reports or certificates or any
other documents furnished or made by Assignor to Assignee or by or on behalf of
the Borrowers to Assignor or Assignee in connection with the Loan Documents and
the transactions contemplated thereby or for the financial condition or
business affairs of the Borrowers or any other Person liable for the payment of
any Obligations, nor shall Assignor be required to ascertain or inquire as to
the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Loan Documents or as to the use
of the proceeds of the Loans or as to the existence or possible existence of
any Event of Default or potential Event of Default. 


          c.
Assignee represents and warrants that it is an Eligible Assignee; that it has
acquired the Assigned Share for its own account in the ordinary course of its
business and without a view to distribution of the Loans within the meaning of
the Securities Exchange Act of 1934 or other federal securities laws (it being
understood that, subject to the provisions of Section 13.11 of the DIP Credit
Agreement, the disposition of the Assigned Share or any interests therein shall
at all times remain within its exclusive control); that it has received, 


2





reviewed and
approved a copy of the DIP Credit Agreement (including all Exhibits and
Schedules thereto). 


          d.
Assignee represents and warrants that it has received from Assignor such
financial information regarding the Borrowers as is available to Assignor and
as Assignee has requested, that it has made its own independent investigation
of the financial condition and affairs of the Borrowers in connection with the
assignment evidenced by this Agreement, and that it has made and shall continue
to make its own appraisal of the creditworthiness of the Borrowers. Assignor
shall have no duty or responsibility, either initially or on a continuing
basis, to make any such investigation or any such appraisal on behalf of
Assignee or to provide Assignee with any other credit or other information with
respect thereto, whether coming into its possession before the making of the
initial Loans or at any time or times thereafter, and Assignor shall not have
any responsibility with respect to the accuracy of or the completeness of any
information provided to Assignee. 


          e.
Each party to this Agreement represents and warrants to the other party hereto
that it has full power and authority to enter into this Agreement and to
perform its obligations hereunder in accordance with the provisions hereof,
that this Agreement has been duly authorized, executed and delivered by such
party and that this Agreement constitutes a legal, valid and binding obligation
of such party, enforceable against such party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights
generally and by general principles of equity. 


          SECTION
3. Miscellaneous. 


          a.
Each of Assignor and Assignee hereby agrees from time to time, upon request of
the other such party hereto, to take such additional actions and to execute and
deliver such additional documents and instruments as such other party may
reasonably request to effect the transactions contemplated by, and to carry out
the intent of, this Agreement. 


          b.
Neither this Agreement nor any term hereof may be changed, waived, discharged
or terminated, except by an instrument in writing signed by the party
(including, if applicable, any party required to evidence its consent to or
acceptance of this Agreement) against whom enforcement of such change, waiver,
discharge or termination is sought. 


          c.
Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, telexed or sent by facsimile or United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of facsimile, or three (3) Business Days
after depositing it in the United States mail with postage prepaid and properly
addressed. For the purposes hereof, the notice address of each of Assignor and
Assignee shall be as set forth on the Schedule of Terms or, as to either such
party, such other address as shall be designated by such party in a written
notice delivered to the other such party in accordance with clause (a)
of Section 1 herein. In addition, the notice address of Assignee set
forth on the Schedule of Terms shall serve as the initial notice address of
Assignee for purposes of Section 13.2 of the DIP Credit Agreement. 


3





          d.
In case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby. 


          e.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES. 


          f.
This Agreement shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns. 


          g.
This Agreement may be executed in one or more counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document. 


          h.
This Agreement shall become effective upon the date (the “Effective Date”) upon which all of the
following conditions are satisfied: (i) the execution of a counterpart hereof
by each of Assignor and Assignee, (ii) notice of this Agreement, together with
(A) payment instructions, (B) the Internal Revenue Service Forms or other
statements contemplated or required to be delivered pursuant to Section 4.2 of
the DIP Credit Agreement and (C) addresses and related information with respect
to such Assignee, shall have been delivered to the Borrowers and the
Administrative Agent by such Assignor and such Assignee, (iii) the receipt by
the Administrative Agent of the processing and recordation fees referred to in
Section 13.11.1 of the DIP Credit Agreement, (iv) in the event Assignee is a
Non-US Lender, the delivery by Assignee to the Administrative Agent of such
forms, certificates or other evidence with respect to United States federal
income tax withholding matters as Assignee may be required to deliver to the
Administrative Agent pursuant to said Section 4.2 of the DIP Credit Agreement,
(v) the execution of a counterpart hereof by the Administrative Agent as
evidence of its acceptance hereof in accordance with Section 13.11.1 of the DIP
Credit Agreement, and (vi) the receipt by the Administrative Agent of originals
or facsimiles of the counterparts described above and authorization of delivery
thereof. 


4





          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized,
such execution being made as of the Effective Date in the applicable spaces
provided on the Schedule of Terms. 


[Remainder of page intentionally left blank.
Schedule of Terms follows.]


5





SCHEDULE OF TERMS


Item # 


	
  

 	
  

 
	
 1.

 	
 Borrowers:
 Greektown Holdings, L.L.C. and Greektown Holdings II, Inc. 

 
	
  

 	
  

 
	
 2.

 	
 Name and
Date of DIP Credit Agreement: SENIOR SECURED
SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of December 29, 2009, among GREEKTOWN
HOLDINGS, L.L.C., a Michigan limited liability company and a debtor and
debtor-in-possession under Chapter 11 of 11 U.S.C. §§ 101-1532 (as amended
from time to time, the “Bankruptcy Code”)
(“Greektown Holdings”) and
GREEKTOWN HOLDINGS II, INC., a Michigan corporation and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Greektown Corporation”, together with
Greektown Holdings, the “Borrowers”
and each, a “Borrower”),
GREEKTOWN CASINO, L.L.C., a Michigan limited liability company and a debtor
and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Operating Company”), TRAPPERS GC PARTNER,
L.L.C., a Michigan limited liability company and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“TGCP”), CONTRACT BUILDERS CORPORATION, a
Michigan corporation and a debtor and debtor-in-possession under Chapter 11
of the Bankruptcy Code (“Contract Builders”),
and REALTY EQUITY COMPANY, INC., a Michigan corporation and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Realty Equity”, and together with the
Operating Company, TGCP and Contract Builders, the “Subsidiary Guarantors”
and each, a “Subsidiary Guarantor”),
the various financial institutions as are or may become parties hereto
(collectively, the “Lenders”),
JEFFERIES FINANCE LLC (“Jefferies”), as the administrative agent (in such
capacity, the “Administrative Agent”)
for the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as the syndication agent
(in such capacity, the “Syndication Agent”),
and Goldman Sachs and Jefferies, as co-lead arrangers (in such capacity, the
“Co-Lead Arrangers”) and
co-bookrunners (in such capacity, “Co-Bookrunners”). 


 
	
  

 	
  

 
	
 3.

 	
 Amounts:
 

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Term A

 Loans

 	
  

 	
 Delayed

 Draw Loans

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
 a.

 	
  

 	
 Aggregate Commitments of
 all Lenders:

 	
  

 	
 $

 	
 ______________

 	
  

 	
 $

 	
 ______________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 b.

 	
  

 	
 Aggregate Loans of all
 Lenders:

 	
  

 	
 $

 	
 ______________

 	
  

 	
 $

 	
 ______________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 c.

 	
  

 	
 Amount of Assigned Share of
 Commitments:

 	
  

 	
 $

 	
 ______________

 	
  

 	
 $

 	
 ______________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 d.

 	
  

 	
 Assigned Share/Pro Rata
 Share of Commitments:

 	
  

 	
  

 	
 ______________

 	
 %

 	
  

 	
 ______________

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 e.

 	
  

 	
 Amount of Assigned Share of
 Loans:

 	
  

 	
 $

 	
 ______________

 	
  

 	
 $

 	
 ______________

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 f.

 	
  

 	
 Assigned Share/Pro Rata
 Share of Loans:

 	
  

 	
  

 	
 ______________

 	
 %

 	
  

 	
  ______________

 	
 %

 



6






Schedule of Terms Continued 


	
  

 	
  

 	
  

 	
  

 
	
 4.

 	
 Settlement Date: _________________, [200_] 

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 5.

 	
 Payment
 Instructions:

 	
  

 	
  

 
	
  

 	
 ASSIGNOR:

 	
  

 	
 ASSIGNEE:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Attention:_____________________

 	
  

 	
 Attention:

 
	
  

 	
 Reference:_____________________

 	
  

 	
 Reference:

 
	
  

 	
  

 	
  

 	
  

 
	
 6.

 	
 Notice
 Addresses:

 	
  

 	
  

 
	
  

 	
 ASSIGNOR:

 	
  

 	
 ASSIGNEE:

 
	
  

 	
  

 	
  

 	
  

 
	
 7.

 	
 Signatures:

 	
  

 	
  

 






	
  

 	
  

 
	
  [NAME OF ASSIGNOR],

 	
      [NAME OF ASSIGNEE],

 
	
 as Assignor

 	
      as Assignee

 
	
  

 	
  

 
	
 By:

 	
      By:

 
	
 

 	
     Title:


 
	
 Title: 

 	
  

 
	
 

 	
 

 


7









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Accepted in
 accordance with Section

 
	
  

 	
  

 	
 13.1l.1 of
 the DIP Credit Agreement

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
   JEFFERIES FINANCE LLC, as

 
	
  

 	
  

 	
   Administrative
 Agent

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
   By: 

 
	
  

 	
  

 	
           Name:

 
	
  

 	
  

 	
           Title:

 


Signature Page to Lender Assignment Agreement






EXHIBIT D


BORROWING REQUEST


[NAME OF
AGENT]

[AGENT ADDRESS]


GREEKTOWN
HOLDINGS, L.L.C.


GREEKTOWN
HOLDINGS II, INC.


Gentlemen and Ladies:


          This
Borrowing Request is delivered to you pursuant to Section 2.3 of the Senior
Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of
December 29, 2009 (as amended, supplemented, amended and restated or otherwise
modified from time to time, the “DIP Credit Agreement”), among GREEKTOWN
HOLDINGS, L.L.C., a Michigan limited liability company and a debtor and
debtor-in-possession under Chapter 11 of 11 U.S.C. §§ 101-1532 (as amended from
time to time, the “Bankruptcy Code”) (“Greektown Holdings”) and
GREEKTOWN HOLDINGS II, INC., a Michigan corporation and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Greektown
Corporation”, together with Greektown Holdings, the “Borrowers”
and each, a “Borrower”), GREEKTOWN CASINO, L.L.C., a Michigan limited
liability company and a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code (the “Operating Company”), TRAPPERS GC PARTNER,
L.L.C., a Michigan limited liability company and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“TGCP”),
CONTRACT BUILDERS CORPORATION, a Michigan corporation and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Contract
Builders”), and REALTY EQUITY COMPANY, INC., a Michigan corporation
and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code
(“Realty
Equity”, and together with the Operating Company, TGCP and Contract
Builders, the “Subsidiary Guarantors” and each, a “Subsidiary Guarantor”), the
various financial institutions as are or may become parties thereto
(collectively, the “Lenders”), JEFFERIES FINANCE LLC (“Jefferies”),
as the administrative agent (in such capacity, the “Administrative Agent”) for
the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as the
syndication agent (in such capacity, the “Syndication Agent”), and Goldman Sachs and
Jefferies, as co-lead arrangers (in such capacity, the “Co-Lead Arrangers”) and
co-bookrunners (in such capacity, “Co-Bookrunners”). Capitalized terms not
otherwise defined herein shall have the same meanings ascribed to them in the
DIP Credit Agreement.


          [The
Borrowers hereby request that the Term A Loan in the aggregate principal amount
of $[190,000,000] be made on December 29, 2009 to fund (i) the repayment of the
Borrowers’ outstanding obligations under that certain Amended and Restated Senior
Superpriority Debtor-in-Possession Credit Agreement, dated as of February 20,
2009 (as heretofore amended, supplemented or otherwise modified) by and among
the Borrowers, the Subsidiary Guarantors, the various lenders party thereto and
Merrill Lynch Capital Corporation as administrative agent for the lenders party
thereto in accordance with the Budget and (ii) the payment of amounts necessary
for the Borrowers and the Subsidiary Guarantors to reimburse the reasonable and
documented fees and expenses incurred by the Administrative Agent and its
professionals in 





connection
with the preparation, negotiation, administration and enforcement of the terms
of the DIP Credit Agreement.]


          [The
Borrowers hereby request that a Delayed Draw Loan in the aggregate principal
amount of $[___] be made on [DATE] to fund: (i) capital contributions to the
Operating Company which the Operating Company will use in accordance with the
Budget as approved by the Administrative Agent, and (ii) the payment of amounts
necessary for the Borrowers and the Subsidiary Guarantors to reimburse the
reasonable and documented fees and expenses incurred by the Administrative
Agent and its professionals in connection with the preparation, negotiation,
administration and enforcement of the terms of the DIP Credit Agreement.]


          The
Borrowers hereby acknowledge that, pursuant to Section 6.2.3 of the DIP Credit
Agreement, each of the delivery of this Borrowing Request and the acceptance by
the Borrowers of the proceeds of the Loans requested hereby constitute a
representation and warranty by the Borrowers that, on the date of such Loans,
and before and after giving effect thereto and to the application of the
proceeds therefrom, all statements set forth in Section 6.2.3 and Section 6.2.6
are true and correct in all material respects.


          The
Borrowers agree that if prior to the time of the Borrowing requested hereby any
matter certified to herein by it will not be true and correct at such time as
if then made, it will immediately so notify the Administrative Agent. Except to
the extent, if any, that prior to the time of the Borrowing requested hereby
the Administrative Agent shall receive written notice to the contrary from the
Borrowers, each matter certified to herein shall be deemed once again to be
certified as true and correct at the date of such Borrowing as if then made.


          Please
wire transfer the proceeds of the Borrowing to the account as set forth below:


	
  

 	
  

 
	
  [Term A Loan

 	
  

 
	
 Amount to be
 Transferred:

 	
        $

 
	
 Transferee:

 	
 [_______________________________]

 
	
 Account:

 	
 Account No.:
 [____________________]

 
	
  

 	
 ABA No.:
 [______________________]

 
	
  

 	
 Reference:
 [______________________]]

 
	
  [Delayed Draw Loan

 	
  

 
	
 Amount to be
 Transferred:

 	
        $

 
	
 Transferee:

 	
 [_______________________________]

 
	
 Account:

 	
 Account No.:
 [____________________]

 
	
  

 	
 ABA No.:
 [_______________________]

 
	
  

 	
 Reference:
 [_______________________]]

 


2





          The
Borrowers have caused this Borrowing Request to be executed and delivered, and
the certification and warranties contained herein to be made, by its duly
Authorized Representative this ___ day of ___________, 200_.


	
  

 	
  

 	
  

 
	
  

 	
 GREEKTOWN HOLDINGS, L.L.C.,
 as a debtor and debtor-in-possession

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 GREEKTOWN HOLDINGS II, INC.,
 as a debtor and debtor-in-possession

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 




Signature Page to Borrowing Request








EXHIBIT E  


TAX CERTIFICATE


          Reference
is made to the Senior Secured Superpriority Debtor-in-Possession Credit
Agreement, dated as of December 29, 2009 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the “DIP Credit Agreement”), among GREEKTOWN
HOLDINGS, L.L.C., a Michigan limited liability company and a debtor and
debtor-in-possession under Chapter 11 of 11 U.S.C. §§ 101-1532 (as amended from
time to time, the “Bankruptcy Code”)
(“Greektown Holdings”) and GREEKTOWN
HOLDINGS II, INC., a Michigan corporation and a debtor and debtor-in-possession
under Chapter 11 of the Bankruptcy Code (“Greektown
Corporation”, together with Greektown Holdings, the “Borrowers” and each, a “Borrower”),
GREEKTOWN CASINO, L.L.C., a
Michigan limited liability company and a debtor and debtor-in-possession under
Chapter 11 of the Bankruptcy Code (the “Operating
Company”), TRAPPERS GC PARTNER, L.L.C., a Michigan limited liability
company and a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code (“TGCP”), CONTRACT
BUILDERS CORPORATION, a Michigan corporation and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Contract Builders”), and REALTY EQUITY
COMPANY, INC., a Michigan corporation and a debtor and debtor-in-possession
under Chapter 11 of the Bankruptcy Code (“Realty
Equity”, and together with the Operating Company, TGCP and Contract
Builders, the “Subsidiary Guarantors”
and each, a “Subsidiary Guarantor”),
the various financial institutions as are or may become parties thereto
(collectively, the “Lenders”),
JEFFERIES FINANCE LLC (“Jefferies”),
as the administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, GOLDMAN SACHS LENDING
PARTNERS LLC (“Goldman Sachs”), as
the syndication agent (in such capacity, the “Syndication
Agent”), and Goldman Sachs and Jefferies, as co-lead arrangers (in
such capacity, the “Co-Lead Arrangers”)
and co-bookrunners (in such capacity, “Co-Bookrunners”).



          The
interest acquired by [______________] pursuant to the terms of Section 13.11.1
of the DIP Credit Agreement is herein referred to as the “Assigned Interest”. The undersigned hereby
declares under penalties of perjury, that: 


          1.
[____________], [address], is the beneficial owner of the Assigned Interest; 


          2.
[____________] is a foreign corporation; 


          3.
The income from the Assigned Interest held by [____________] is not effectively
connected with the conduct of a trade or business within the United States; 


          4.
[____________] is not a bank within the meaning of Section 881 (c)(3)(A) of the
Internal Revenue Code of 1986, as amended (the “Code”); 


          5.
[____________] is not a controlled foreign corporation (within the meaning of
Section 957(a) of the Code) that is related (within the meaning of Section
864(d)(4) of the Code) to the Borrowers; 





          6.
[____________] is not a 10 percent shareholder (within the meaning of Section
871(h)(3)(B) of the Code) of the Borrowers; and 


          7.
[____________] is not (i) a citizen or resident of the United States of America
or its possessions, (ii) a corporation, partnership or other entity created or
organized under the laws of the United States, its possessions or any political
subdivision thereof or therein, (iii) an estate (other than a foreign estate)
or (iv) a trust over which a court within the United States is able to exercise
primary supervision over the administration of such trust and one or more
United States persons have the authority to control all substantial decisions
of such trust. 


[No
further text]


2





          IN
WITNESS WHEREOF, the undersigned has caused this Tax Certificate to be executed
as of the ____ day of ________, 200_. 


	
  

 	
  

 	
  

 
	
  

 	
 [________________________]
 

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: 

 
	
  

 	
  

 	
 Title: 

 


Signature Page to Tax Certificate






EXHIBIT F


COMPLIANCE CERTIFICATE


GREEKTOWN
HOLDINGS, L.L.C.


GREEKTOWN
HOLDINGS II, INC.


This
Compliance Certificate is delivered pursuant to clause (d) of Section
8.1.1 of the Senior Secured Superpriority Debtor-in-Possession Credit
Agreement, dated as of December 29, 2009 (as amended, supplemented, amended and
restated or otherwise modified from time to time, the “DIP Credit Agreement”), among
GREEKTOWN HOLDINGS, L.L.C., a Michigan limited liability company and a debtor
and debtor-in-possession under Chapter 11 of 11 U.S.C. §§ 101-1532 (as amended
from time to time, the “Bankruptcy Code”) (“Greektown Holdings”) and
GREEKTOWN HOLDINGS II, INC., a Michigan corporation and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (“Greektown Corporation”,
together with Greektown Holdings, the “Borrowers” and each, a “Borrower”),
GREEKTOWN CASINO, L.L.C., a Michigan limited liability company and a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Operating
Company”), TRAPPERS GC PARTNER, L.L.C., a Michigan limited liability
company and a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code (“TGCP”), CONTRACT BUILDERS CORPORATION, a
Michigan corporation and a debtor and debtor-in-possession under Chapter 11 of
the Bankruptcy Code (“Contract Builders”), and REALTY EQUITY
COMPANY, INC., a Michigan corporation and a debtor and debtor-in-possession
under Chapter 11 of the Bankruptcy Code (“Realty Equity”, and together with the
Operating Company, TGCP and Contract Builders, the “Subsidiary Guarantors” and
each, a “Subsidiary
Guarantor”), the various financial institutions as are or may become
parties hereto (collectively, the “Lenders”), JEFFERIES FINANCE LLC (“Jefferies”),
as the administrative agent (in such capacity, the “Administrative Agent”) for
the Lenders, GOLDMAN SACHS LENDING PARTNERS LLC (“Goldman Sachs”), as the
syndication agent (in such capacity, the “Syndication Agent”), and Goldman Sachs and
Jefferies, as co-lead arrangers (in such capacity, the “Co-Lead Arrangers”) and
co-bookrunners (in such capacity, “Co-Bookrunners”). Unless otherwise defined
herein or the context otherwise requires, terms used herein, whether in
singular or plural form, or in any of the attachments hereto, have the meanings
provided in the DIP Credit Agreement.


          The
Borrowers hereby certify, represent and warrant in respect of the period (the “Computation Period”) commencing on
________ __ ____, and
ending on ________ __ ____ (such latter date being the “Computation
Date”) that as of the Computation Date:


	
  

 	
  

 
	
  

 	
           (a)
 No Default had occurred and was continuing[, except [for __________] [and]
 [as specified below]].

 
	
  

 	
  

 
	
  

 	
           (b)
Consolidated EBITDAR was _________, as computed on Attachment 1 hereto. 

 













	
  

 	
  

 
	
  

 	
           (c)
 The sum of (i) all Available Cash, (ii) all unrestricted Investments of the
 Loan Parties permitted under Section 8.2.5 of the DIP Credit Agreement and
 (iii) the aggregate unused amount of the Commitments in effect at such time
 is not less than $5,000,000 in the aggregate.

 



          The
chief executive office and principal place of business of the Borrowers and the
Operating Company is located as indicated on Item A of Attachment 2
hereto or as set forth on the relevant [________________] or in a previous
Compliance Certificate.


          Neither
the Borrowers nor the Operating Company has changed its legal name, used any
tradename or been the subject of any merger or other corporate reorganization
except (i) as indicated on Item B
of Attachment 2
hereto, (ii) as set forth on the relevant [____________________] or (iii) as
set forth in a previous Compliance Certificate.


[No further text]





          IN
WITNESS WHEREOF, the Borrowers have caused this Compliance Certificate to be
executed and delivered, and the certification and warranties contained herein
to be made, by its chief [financial] [accounting] Authorized Representative on
this ____ day of ________, 200_.


	
  

 	
  

 	
  

 
	
  

 	
 GREEKTOWN HOLDINGS, L.L.C.,
 as a 

 debtor and debtor-in-possession

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 GREEKTOWN HOLDINGS II, INC.,
 as a 

 debtor and debtor-in-possession

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 




Signature Page to Comliance Certificate








Attachment 1

(to __/__/__ Compliance

Certificate)


CONSOLIDATED EBITDAR


 [Borrowers to Attach Computation]





Attachment 2

(to __/__/__ Compliance

Certificate)


Item A. Change
of Place of Business, etc.


New Address


Item B. Change
of Trade or Legal Names


	
  

 	
  

 
	
 New Legal
 Name

 	
 New Trade
 Name

 












Exhibit G  


	
  

 
	
 CASH COLLATERAL ACCOUNT AGREEMENT

 
	

 


 



          This
Agreement is entered into as of January __, 2010, among GREEKTOWN CASINO,
L.L.C. (“Company”), JEFFERIES FINANCE LLC, as administrative agent for
the benefit of the Secured Parties (as defined below) (“Agent”) and PNC
BANK, NATIONAL ASSOCIATION (“Bank”) with respect to the following: 


	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Company has
 entered into that certain SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION
 CREDIT AGREEMENT, dated as of December 29, 2009, by and among GREEKTOWN
 HOLDINGS, L.L.C. and GREEKTOWN HOLDINGS II, INC., as borrowers, the Company
 together with the other subsidiary guarantors party thereto, the various
 financial institutions from time to time party thereto (such institutions,
 collectively, the “Lenders”), the Agent, and GOLDMAN SACHS LENDING
 PARTNERS LLC (together with the Agent and the Lenders, the “Secured
 Parties”). 

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Bank has
 agreed to establish and maintain for Company deposit account numbers
 628652637, 644878249 and 978808160 (each, an “Account” and
 collectively, the “Accounts”). 

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Company has
 assigned to Agent on behalf of the Secured Parties a security interest in
 each Account and in checks and other payment instructions deposited in the
 Accounts (“Checks”). 

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Company, Agent
 and Bank are entering into this Agreement to evidence Agent’s security
 interest in each Account and such Checks and to provide for the disposition
 of net proceeds of Checks deposited in the Accounts. 

 



     Accordingly,
Company, Agent and Bank agree as follows:  


     1.          (a)
Each Account is a “deposit account” as such term is defined in Article 9 of the
Uniform Commercial Code as in effect in the State of Michigan (the “UCC”)
and the Bank is a “bank” as such term is defined in the UCC. 


             (b)
This Agreement evidences Agent’s control (as defined in Section 9-104 of the
UCC) at all times over the Accounts. Notwithstanding anything to the contrary
in the agreement between Bank and Company governing the Accounts, Bank will
comply with instructions originated by Agent as set forth herein directing the
disposition of funds in the Accounts without further consent of the Company. 


             (c)
Company represents and warrants to Agent and Bank that it has not assigned or
granted a security interest in the Accounts or any Check deposited in the
Accounts, except to the Agent for the benefit of the Secured Parties. 


             (d)
Company will not permit the Accounts to become subject to any other pledge,
assignment, lien, charge or encumbrance of any kind, other than Agent’s
security interest referred to herein. 





             (e)
Except for the claims and interest of the Secured Parties and of the Company in
the Accounts, the Bank to its best knowledge on the date hereof does not know
of any claim to, or security interest in, any of the Accounts or in any funds
credited thereto and to its best knowledge does not know of any claim that any
Person other than the Agent has been given “control” of any of the Accounts or
any such funds. If any Person asserts any lien, encumbrance or adverse claim
(including any writ, garnishment, judgment, warrant of attachment, execution or
similar process and any claim of “control”) against any funds in the Accounts,
the Bank will promptly notify the Company thereof and the Company will promptly
provide the Agent with a copy of any such notice. 


	
  

 	
  

 
	
  

 	
 2. During
 the Activation Period (as defined below), Bank shall prevent Company from
 making any withdrawals from any of the Accounts. Prior to the Activation
 Period, Company may operate and transact business through the Accounts in its
 normal fashion, including making withdrawals from the Accounts, but covenants
 to Agent it will not close any of the Accounts. Bank shall have no liability
 in the event Company breaches this covenant to Agent. Immediately upon the
 commencement of the Activation Period, and continuing on each Business Day
 thereafter, Bank shall transfer all collected and available balances in the
 Accounts to Agent at its account specified in the Notice (as defined below).
 The “Activation Period” means the period which commences within a
 reasonable period of time not to exceed two Business Days after Bank’s
 receipt of a written notice from Agent in the form of Exhibit A (the “Notice”).
 A “Business Day” is each day except Saturdays, Sundays and Bank
 holidays. Funds are not available if, in the reasonable determination of
 Bank, they are subject to a hold, dispute or legal process preventing their
 withdrawal. Notwithstanding the foregoing, Bank reserves the right to suspend
 all activities in an Account in the event Bank reasonably believes that
 fraudulent or illegal activities have occurred in such Account. 

 
	
  

 	
  

 
	
  

 	
 3. In the
 event that the Bank has or subsequently obtains by agreement, operation of
 law or otherwise a security interest in any of the Accounts, the Bank hereby
 agrees that such security interest shall be subordinate to that of the
 Secured Parties. The funds deposited into the Accounts will not be subject to
 deduction, set-off, banker’s lien, or any other right in favor of any Person
 other than the Secured Parties except as expressly provided in this
 Agreement. Bank agrees it shall not offset, charge, deduct or otherwise
 withdraw funds from the Accounts, except as permitted by Section 4, so long
 as this Agreement is in effect. 

 
	
  

 	
  

 
	
  

 	
 4. Bank is
 permitted to charge the Accounts: 

 



          (a)
for its fees and charges relating to such Account or this Agreement; and 


          (b)
in the event any Check deposited into such Account is returned unpaid for any
reason or for any breach of warranty claim. 


     5.
(a) If the balances in an Account are not sufficient to compensate Bank for any
fees or charges due Bank in connection with such Account or this Agreement,
Company agrees to pay Bank on demand the amount due Bank. Company will have
breached this Agreement if it has not paid Bank, within five Business Days
after such demand, the amount due Bank. 


          (b)
If the balances in an Account are not sufficient to compensate Bank for any
returned Check, Company agrees to pay Bank on demand the amount due Bank. If
Company fails to so pay 


-2-





Bank within
five Business Days after demand therefor, Agent agrees to pay Bank within five
Business Days after Bank’s demand to Agent to pay any amount received by, or
distributed at the direction of, Agent pursuant to this Agreement, with respect
to such returned Check. The failure to so pay Bank shall constitute a breach of
this Agreement. If Bank is stayed from making demand upon Company as a result
of a bankruptcy or similar proceeding, then Bank shall not be required to make
such demand upon Company prior to making demand upon Agent. 


          (c)
Company hereby authorizes Bank, without prior notice, from time to time to
debit any other account Company may have with Bank for the amount or amounts
due Bank under subsection 5(a) or 5(b). 


          (d)
The provisions of this Section 5 shall survive the termination of this
Agreement. 


     6. In addition to the original Bank statement
provided to Company, Bank will provide Agent with a duplicate of such
statement. 


     7.
(a) Bank will not be liable to Company or Agent for any expense, claim, loss,
damage or cost (“Damages”) arising out of or relating to its performance
under this Agreement other than those Damages which result directly from its
acts or omissions constituting negligence or intentional misconduct. 


          (b)
In no event will Bank be liable for any special, indirect, exemplary or
consequential damages, including but not limited to lost profits. 


          (c)
Bank will be excused from failing to act or delay in acting, and no such
failure or delay shall constitute a breach of this Agreement or otherwise give
rise to any liability of Bank, if (i) such failure or delay is caused by
circumstances beyond Bank’s reasonable control, including but not limited to
legal constraint, emergency conditions, action or inaction of governmental,
civil or military authority, fire, strike, lockout or other labor dispute, war,
riot, theft, flood, earthquake or other natural disaster, breakdown of public
or private or common carrier communications or transmission facilities,
equipment failure, or negligence or default of Company or Agent or (ii) such
failure or delay resulted from Bank’s reasonable belief that the action would have
violated any guideline, rule or regulation of any governmental authority. 


          (d)
Bank shall have no duty to inquire or determine whether Company’s obligations
to Agent are in default or whether Agent is entitled to provide the Notice to
Bank. Bank may rely on notices and communications it believes in good faith to
be genuine and given by the appropriate party. 


          (e)
Notwithstanding any of the other provisions of this Agreement, in the event of
the commencement of a case pursuant to Title 11, United States Code, filed by
or against Company, or in the event of the commencement of any similar case
under then applicable federal or state law providing for the relief of debtors
or the protection of creditors by or against Company, Bank may act as Bank
reasonably deems necessary to comply with all applicable provisions of
governing statutes and shall not be in violation of this Agreement as a result.



-3-





          (f)
Bank shall be permitted to comply with any writ, levy order or other similar
judicial or regulatory order or process concerning any Account or any Check and
shall not be in violation of this Agreement for so doing. 


	
  

 	
  

 
	
  

 	
 8. (a)
 Company shall indemnify Bank against, and hold it harmless from, any and all
 liabilities, claims, costs, expenses and damages of any nature (including but
 not limited to reasonable allocated costs of staff counsel, other reasonable
 attorney’s fees and any other reasonable fees and expenses) in any way
 arising out of or relating to disputes or legal actions concerning Bank’s
 provision of the services described in this Agreement. Agent shall indemnify
 Bank against, and hold it harmless from, any and all documented liabilities,
 claims, costs, expenses and damages of any nature (including but not limited
 to reasonable costs of outside counsel and any other reasonable documented
 fees and expenses) that Bank may incur as a result of following any
 instructions or directions it receives from Agent with respect to the
 Accounts during the term of this Agreement. In no event will Agent be liable
 for any special, indirect, exemplary or consequential damages, including but
 not limited to lost profits. This section does not apply to any cost or
 damage attributable to the gross negligence or intentional misconduct of
 Bank. 

 
	
  

 	
  

 
	
  

 	
           (b)
 Company shall pay to Bank, upon receipt of Bank’s invoice, all costs,
 expenses and reasonable attorneys’ fees incurred by Bank in connection with
 the enforcement of this Agreement and any instrument or agreement required
 hereunder, including but not limited to any such costs, expenses and fees
 arising out of the resolution of any conflict, dispute, motion regarding
 entitlement to rights or rights of action, or other action to enforce Bank’s
 rights in a case arising under Title 11, United States Code. Company agrees
 to pay Bank, upon receipt of Bank’s invoice, all costs, expenses and
 reasonable attorneys’ fees (including reasonable allocated costs for in-house
 legal services) incurred by Bank in the administration of this Agreement
 (including preparation of any amendments hereto or instruments or agreements
 required hereunder). 

 
	
  

 	
  

 
	
  

 	
           (c)
 Company’s and Agent’s obligations under this section shall survive
 termination of this Agreement. 

 
	
  

 	
  

 
	
  

 	
 9.Termination
 and assignment of this Agreement shall be as follows: 

 
	
  

 	
  

 
	
  

 	
           Agent
 may terminate this Agreement upon notice to Company and Bank. Agent may
 assign this Agreement upon thirty days’ prior notice to Company and Bank.
 Bank may terminate this Agreement upon thirty days’ prior notice to Company
 and Agent. Company may not terminate this Agreement. 

 
	
  

 	
  

 
	
  

 	
 10. Company
 represents and warrants to the other parties that (i) this Agreement
 constitutes its duly authorized, legal, valid, binding and enforceable
 obligation; (ii) there are no other agreements entered into between the Bank
 and the Company with respect to the Accounts and the Checks (other than the
 standard and customary documentation with respect to establishment and
 maintenance of the Accounts); (iii) the performance of its obligations under
 this Agreement and the consummation of the transactions contemplated
 hereunder will not (A) constitute or result in a breach of its certificate or
 articles of incorporation, by-laws or partnership agreement, as applicable,
 or the provisions of any material contract to which it is a party or by which
 it is 

 


-4-









	
  

 	
  

 
	
  

 	
 bound or (B)
 result in the violation of any law, regulation, judgment, decree or
 governmental order applicable to it; and (iv) all approvals and
 authorizations, required to permit the execution, delivery, performance and
 consummation of this Agreement and the transactions contemplated hereunder
 have been obtained. 

 
	
  

 	
  

 
	
  

 	
 11. (a) This
 Agreement may be amended only by a writing signed by Company, Agent and Bank.
 Each of the Accounts is subject to: (i) Bank’s right to place holds for
 uncollected funds pursuant to Federal Reserve Regulation CC, (ii) Bank’s
 account and applicable service agreements, disclosures, other deposit account
 documentation, and (iii) Bank’s customary procedures and practices in
 connection therewith (all of the foregoing collectively, the “Account
 Rules”) as may be in effect from time to time. In the event of a conflict
 between the terms of this Agreement and the Account Rules, the terms of this
 Agreement shall prevail. 

 



          (b)
This Agreement may be executed in counterparts; all such counterparts shall
constitute but one and the same agreement. 


          (c)
This Agreement controls in the event of any conflict between this Agreement and
any other document or written or oral statement. This Agreement supersedes all
prior understandings, writings, proposals, representations and communications,
oral or written, of any party relating to the subject matter hereof. 


          (d)
This Agreement shall be interpreted in accordance with New York law without
reference to that state’s principles of conflicts of law. EACH OF THE PARTIES WAIVES
ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE
CLAIM OR FORM OF THE ACTION. 


	
  

 	
  

 
	
  

 	
 12. Any
 notice or other communication to be given under this Agreement shall be in
 writing and shall be addressed to the appropriate party at its address or
 facsimile number set forth on the signature page of this Agreement or to such
 other address or facsimile number as such party may specify in writing.
 Except as otherwise expressly provided herein, any such notice shall be
 effective upon receipt; provided, however, that notice given by
 facsimile transmission shall be effective only after receipt thereof has been
 orally confirmed by the recipient. 

 
	
  

 	
  

 
	
  

 	
 13. Nothing
 contained in the Agreement shall create any agency, fiduciary, joint venture
 or partnership relationship between Bank and Company or Agent. 

 


 (Signature pages follow)


-5-





 


 


          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly
authorized officers as of the day and year first above written.


	
  

 	
  

 	
  

 
	
  

 	
 GREEKTOWN CASINO, L.L.C.,
 as Company

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 






	
  

 	
  

 
	
 Address for
 notices:

 
	
  

 	
  

 
	
 555 E.
 Lafayette Street 

 
	
 Detroit,
 Michigan 48226 

 
	
 Telephone:

 	
 (313)
 223-2999

 
	
 Facsimile:

 	
 (313)
 961-3006

 
	
 Attention:

 	
 Cliff
 Vallier, Chief Executive Officer and Chief Financial Officer 

 
	
  

 	
  

 
	
 with a copy
 to:

 
	
  

 
	
 Sault Ste.
 Marie Tribe of Chippewa Indians 

 
	
 523 Ashmun
 Street

 
	
 Sault Ste.
 Marie, Michigan 49783 

 
	
 Telephone:

 	
 (906)
 635-6050

 
	
 Facsimile:

 	
 (906)
 635-4969

 
	
 Attention:

 	
 Darwin
 McCoy, Tribal Chairman 

 James Bias, Tribal Counsel

 
	
  

 	
  

 
	
 and:

 	
  

 
	
  

 	
  

 
	
 Frost Brown
 Todd LLC 

 
	
 2200 PNC
 Center

 
	
 201 East
 Fifth Street 

 
	
 Cincinnati,
 Ohio 45202 

 
	
 Telephone:

 	
 (513)
 651-6156

 
	
 Facsimile:

 	
 (513)
 651-6981

 
	
 Attention:

 	
 Ronald E.
 Gold, Esq. 

 


Signature Page to Control Agreement









	
  

 	
  

 	
  

 
	
  

 	
 JEFFERIES FINANCE LLC,
 as Agent

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 






	
  

 	
  

 
	
 Address for
 notices:

 
	
  

 
	
 Jefferies
 Finance LLC

 
	
 520 Madison
 Ave, 16th Floor

 
	
 New York NY
 10022

 
	
 Telephone:
 (212) 708-2748

 
	
 Facsimile:
 (212) 284-3444

 
	
 Attn:
 General Counsel

 
	
  

 
	
 with a copy
 to:

 
	
  

 
	
 Bracewell
 & Giuliani LLP

 
	
 1177 Avenue
 of the Americas

 
	
 New York,
 New York 10036

 
	
 Telephone:

 	
 (212)
 508-6100

 
	
 Facsimile:

 	
 (212)
 508-6101

 
	
 Attention:

 	
 Kurt A.
 Mayr, Esq.

 
	
  

 	
 Kristen V.
 Campana, Esq. 

 


Signature Page to Control Agreement









	
  

 	
  

 	
  

 
	
  

 	
 PNC BANK, NATIONAL ASSOCIATION,
 as Bank

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 






	
  

 
	
 Address for
 notices:

 
	
  

 
	
 PNC Bank,
 National Association

 
	
 101 West
 Washington Street

 
	
 Locator
 I1-Y013-06-5

 
	
 Indianapolis,
 IN 46255

 
	
 Telephone:(317)
 267-6269

 
	
 Facsimile:
 (317) 267-3669

 
	
 Attn.: TMIS
 Manager

 


Signature Page to Control Agreement








EXHIBIT A

DEPOSIT ACCOUNT CONTROL AGREEMENT


Jefferies Finance LLC

520 Madison Ave, 16th Floor

New York NY 10022


	
  

 	
  

 
	
 To:

 	
 PNC Bank,
 National Association

 101 West Washington Street

 Locator I1-Y013-06-5

 Indianapolis, IN 46255

 Telephone: (317) 267-6269

 Facsimile: (317) 267-3669

 Attn.: TMIS Manager

 



Re:  Greektown Holdings, L.L.C. Account Nos. 628652637,
644878249 and 978808160


Ladies and
Gentlemen: 


          Reference
is made to the Deposit Account Control Agreement dated as of January __, 2010
(the “Agreement”) among Greektown Holdings, L.L.C., us and you regarding the
above-described accounts (the “Accounts”). In accordance with Section 2 of the
Agreement, we hereby give you notice of our exercise of control of the Accounts
and we hereby instruct you to transfer funds to our account as follows:  


	
  

 	
  

 
	
 Bank Name:

 	
  

 
	
  

 	

 


 
	
 ABA No.:

 	
  

 
	
  

 	

 


 
	
 Account
 Name:

 	
  

 
	
  

 	

 


 
	
 Account No.:

 	
  

 
	
  

 	

 


 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 	 

	
  

 	
  

 	
  

 	 

	
  

 	
 JEFFERIES FINANCE LLC, as Agent

 	 

	
  

 	
  

 	
  

 	 

	
  

 	
 By:

 	
  

 	 

	
  

 	
  

 	

 


 	 

	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 



	
  

 	
  

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 


Exhibit A to Control Agreement






EXHIBIT H


REAL PROPERTY DESCRIPTIONS


	
  

 	
  

 	
  

 
	
 I.

 	
 L-1 – the
 Permanent Casino 

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Parcel K-1
 (555 E. Lafayette, Detroit, Michigan) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Parcel A)
 Lots 123 and 124, PLAT OF LAMBERT BEAUBIEN FARM, as surveyed into town lots
 for the proprietors by John Mullett, Surveyor, July 1831 and recorded January
 30, 1935 in Liber 6 of City Records, Pages 475, 476, 477, and 478; and Lots
 A, B, and C of CANDLER’S SUBDIVISION of Lots 125 and 126 of Lambert Beaubien
 Farm, as recorded in Liber 1 of Plats, Page 148; and Lots 8 and 9, PLAT OF
 THE ANTOINE BEAUBIEN FARM, as recorded in Liber 27 of Deeds, Pages 197, 198,
 and 199, Wayne County Records, being that portion of Lots 8 and 9 lying
 Northerly of East Lafayette Street and Southerly of the public alley (now
 vacated) running from Beaubien to St. Antoine Street in the block bounded by
 Beaubien, East Lafayette, St. Antoine and Monroe Avenue, and all of the
 vacated 20 feet alley lying North of and adjacent to the above described
 lots. Also part of Lot 7, and all of Lots 13, 14 and 15 of the PLAT OF
 ANTOINE BEAUBIEN FARM, as recorded in Liber 27 of Deeds, Pages 197, 198 and
 199, Wayne County Records, being that portion of Lot 7, lying Northerly of
 East Lafayette and Southerly of the public alley (now vacated), running from
 Beaubien to St. Antoine Street in the block bounded by Beaubien, East
 Lafayette, St. Antoine and Monroe Avenue, and the South 1⁄2 of the vacated 20
 foot alley, lying North of and adjacent to said Lots 7 and 15 of the PLAT OF
 ANTOINE BEAUBIEN FARM.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ALSO DESCRIBED
 AS: Beginning at the intersection of the North line of East Lafayette and the
 West line of St. Antoine Street (50 feet wide) said intersection also being
 the Southeast corner of Lot 13 of PLAT OF ANTOINE BEAUBIEN FARM and
 proceeding thence South 60 degrees West, 449.48 feet (measured as 450.75
 feet) along the North line of East Lafayette; thence North 26 degrees West,
 158.38 feet (measured as North 25 degrees 53 minutes 34 seconds West, 158.85
 feet) along the East line of Beaubien Street (60 feet wide); thence North 60
 degrees East, 299.00 feet (measured as North 60 degrees 01 minutes 33 seconds
 East, 299.70 feet) along the North line of the vacated 20 foot alley; thence
 South 26 degrees East, 10.03 feet (measured as South 25 degrees 43 minutes 40
 seconds East, 10.03 feet); thence North 60 degrees East, 150.00 feet
 (measured as North 60 degrees 01 minute 33 seconds East, 150.59 feet) along
 the centerline of the 20 foot vacated alley; thence South 26 degrees East,
 148.39 feet (measured as South 26 degrees 04 minutes 20 seconds East, 148.59
 feet) along the West line of St. Antoine Street to the point of beginning.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Parcel C)
 K-1 and K-2 insured together with a mutual perpetual, reciprocal and
 non-exclusive easement for ingress and egress and access to and from St.
 Antoine

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Street over
 lands described as The Casino Easement parcel, the Archdiocese Easement
 parcel, and the Monroe Street Realty Easement parcel, as created by and more
 fully disclosed in a certain Reciprocal Easement Agreement, dated as November
 30, 1999 and recorded December 20, 1999 in Liber 30850, Page 354.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Parcel K-11 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Parts of
 Lots 16, 17 and 18 on the West side of St. Antoine Street, between Lafayette
 Street and Krogen Street, or Monroe Street on the Antoine-Beaubien Farm and
 more particularly described as: Commencing on the Northwest corner of Lot 18
 as aforesaid running thence East along the South line of Monroe Avenue, 30
 feet; thence Southerly across said Lot 18 and part of Lot 17 and parallel
 with the Westerly line of said Lots, 45 feet; thence Westerly parallel with
 the Northerly line of Lot 17 aforesaid 18 feet; thence Southerly across Lot
 17 and part of Lot 16 aforesaid parallel with the Westerly or rear line of
 said Lot, 58.36 feet; thence Easterly parallel with the Southerly line of Lot
 16, aforesaid 13 feet; thence Southerly across said Lot 16 parallel with the
 West line thereof, 35 feet to the Southerly line of said Lot 16 and to an
 alley; thence Westerly along the Northerly line of said alley 25 feet to the
 Southwesterly corner of said Lot 16; thence Northerly along the Westerly line
 of Lots 16, 17 and 18 aforesaid to the place of beginning, according to the
 plat thereof recorded in Liber 27, Page 198, of Deeds, Wayne County Records
 and including the North 10 feet of the vacated alley at the rear of Lot 16.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Parcel K-12 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lot 7
 including 10 feet of the vacated public alley at rear thereof South of Monroe
 Avenue of the ANTOINE BEAUBIEN FARM, as recorded in Liber 27, Pages 197, 198
 and 199 of Deeds, Wayne County Records.

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Parcel K-13
 (1041 St. Antoine Street, Detroit, Michigan) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lot 18,
 EXCEPT the West 30 feet thereof, ALSO the East 88 feet of Lot 17, EXCEPT the
 North 0.88 feet of the East 18 feet of the West 30 feet, ALSO the East 88
 feet of the North 9.12 feet of Lot 16, ALSO the East 75 feet of the South 35
 feet of Lot 16 and the North 10 feet of adjacent vacant alley West of St.
 Antoine, PLAT OF ANTOINE BEAUBIEN FARM, as recorded in Liber 27 of Deeds,
 Page 197 thru 199, Wayne County Records.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Also known
 as the St. Mary’s Church Building.

 
	
  

 	
  

 	
  

 
	
  

 	
 E.

 	
 Parcel K-15 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Land in the
 City of Detroit, Wayne County, Michigan, being part of East Lafayette Avenue,
 120 feet wide, (as established in the City Council resolution adopted on July
 17, 1996- J.C.C. Pgs 1561-71), between Beaubien Street and St. Antoine
 Street; the North 75 feet of said East Lafayette Avenue, having been

 


2









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 vacated in
 the City Council resolution adopted May 17, 2006; being described in three
 parts as follows: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (1) The
 reversionary interests in the Northerly 25.00 feet of Lafayette Street (as
 platted, 50 feet wide) lying Southerly of and abutting the South line of Lots
 123 and 124 in the “Plat of a part of the Beaubien Farm in the City of Detroit
 as Surveyed into town Lots for proprietors by John Mullett Surveyor recorded
 January 13, 1835,” as recorded in Liber 6, Pages 475-478, City Records, Wayne
 County Records; and abutting Lots A, B and C in the “Candler’s Subdivision of
 Lots 125 and 126 Lambert Beaubien Farm,” as recorded in Liber 1, Page 148,
 Plats, Wayne County Records; and abutting Lots 7 through 9, both inclusive,
 and Lot 13 (North of Lafayette) in the “Plat of the Antoine Beaubien Farm,”
 April 22, 1846 including Catholic and Protestant Cemeteries, as recorded in
 Liber 27, Page 197, Deeds, Wayne County Records; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (2) The
 reversionary interests in the Southerly 25.00 feet of Lafayette Street (as
 platted, 50 feet wide) lying Northerly of and abutting the North line of Lots
 111 through 114 in the “Plat of a part of the Beaubien Farm in the City of
 Detroit as Surveyed into town Lots for proprietors by John Mullet Surveyor
 recorded January 13, 1835,” as recorded in Liber 6, Pages 475-478, City
 Records, Wayne County Records; and abutting Lots 7, 8, 9 and 12 (South of
 Lafayette Street) in the “Plat of the Antoine Beaubien Farm,” April 22, 1846
 including Catholic and Protestant Cemeteries, as recorded in Liber 27, Page
 197, Deeds, Wayne County Records; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (3) The
 North 25.00 feet of Lots 111 through 114 in the “Plat of a part of Beaubien
 Farm in the City of Detroit as Surveyed into town Lots for proprietors by
 John Mullett Surveyor, recorded January 13, 1835,” as recorded in Liber 6,
 Pages 475-478, City Records, Wayne County Records; and the North 25.00 feet
 of Lots 7, 8, 9 and 12 (South of Lafayette Street) in the “Plat of the
 Antoine Beaubien Farm,” April 22, 1846 including Catholic and Protestant
 Cemeteries, as recorded in Liber 27, Page 197, Deeds, Wayne County Records; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Excepting
 therefrom a triangular-shape (part of Lot 114 of said “Plat of the Beaubien
 Farm in the City of Detroit as Surveyed into town Lots for proprietors by
 John Mullett Surveyor recorded January 13, 1835” and public street) to
 maintain operation space for the Detroit People Mover Guideway System,
 described as follows: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Commencing
 at the Southwesterly corner of Lot 123 of said “Plat of a part of the
 Beaubien Farm in the City of Detroit as Surveyed into town Lots for
 proprietors by John Mullett Surveyor recorded January 13, 1835,” also being
 the intersection of the Easterly line of said Beaubien Street and the
 Northerly line of said vacated 75.00 feet of East Lafayette Avenue (120 feet
 wide); thence South 26 degrees 06 minutes 22 seconds East along the Southerly
 extension of Beaubien Street (60 feet wide) 39.97 feet, to the Point of
 Beginning; 

 


3









	
  

 	
  

 
	
  

 	
 thence
 continuing South 26 degrees 06 minutes 22 seconds East, along said Southerly
 extension of Beaubien Street (60 feet wide) 35.20 feet to a point being 25
 feet South, measured at right angle, of the Southerly line of Lafayette
 Street (as platted, 50 feet wide), also being a point on the Westerly line of
 Lot 114 of said “Plat of a part of the Beaubien Farm in the City of Detroit
 as Surveyed into town Lots for proprietors by John Mullett Surveyor recorded
 January 13, 1835”; 

 
	
  

 	
  

 
	
  

 	
 thence North
 60 degrees 04 minutes 57 seconds East along a line being 25 feet South,
 measured at right angle, of the Southerly line of Layette Street (as platted,
 50 feet wide) 21.76 feet to a point being 5 feet, measured at right angle,
 from the Easterly line of the line 12 feet wide people mover vehicle
 envelope; 

 
	
  

 	
  

 
	
  

 	
 thence North
 58 degrees 51 minutes 31 seconds West, along said line being 5 feet, measured
 at right angle, from the Easterly line of the 12 feet wide people mover
 vehicle envelope 40.13 feet to a point on the Southerly extension of Beaubien
 Street (60 feet wide), also being the Point of Beginning; 

 
	
  

 	
  

 
	
  

 	
 Said three
 parts of East Lafayette Avenue being more particularly described as follows: 

 
	
  

 	
  

 
	
  

 	
 Beginning at
 the Southeasterly corner of Lot 13 of said “Plat of the Antoine Beaubien
 Farm,” also being the intersection of the Northerly line of vacated North
 75.00 feet of East Lafayette Avenue (120 feet wide) and the Westerly line of
 St. Antoine Street (50 feet wide); thence South 25 degrees 59 minutes 10
 seconds East along the Southerly extension of the Westerly line of said St.
 Antoine Street, a distance of 75.18 feet to a point being 25 feet South,
 measured at right angle, of the Southerly line of Lafayette Street (as
 platted, 50 feet wide), also being a point on the Easterly line of Lot 12 of
 said “Plat of the Antoine Beaubien Farm,” 

 
	
  

 	
  

 
	
  

 	
 thence South
 60 degrees 02 minutes 32 seconds West along said line being 25 feet South,
 measured at right angle, of the Southerly line of Lafayette Street (as
 platted, 50 feet wide) 237.03 feet to a point on the Westerly line of Lot 9
 of said “Plat of the Antoine Beaubien Farm,” also being a point on the
 Easterly line of Lot 111 of said “Plat of a part of the Beaubien Farm in the
 City of Detroit as Surveyed into town Lots for proprietors by John Mullett
 Surveyor recorded January 13, 1835”; 

 
	
  

 	
  

 
	
  

 	
 thence South
 60 degrees 04 minutes 57 seconds West along said line being 25 feet South,
 measured at right angle, of the Southerly line of Lafayette Street (as
 platted, 50 feet wide) 191.44 feet to point being 5 feet measured at right
 angles, from the Easterly line of the 12 feet wide people mover vehicle
 envelope; 

 
	
  

 	
  

 
	
  

 	
 thence North
 58 degrees 51 minutes 31 seconds West along said line being 5 feet, measured
 at right angles, from the Easterly line of the 12 feet wide people mover
 envelope 40.13 feet to a point on the Southerly extension of Beaubien Street
 (60 feet wide); 

 


4









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 thence North
 26 degrees 06 minutes 22 seconds West along the Southerly extension of
 Beaubien Street (60 feet wide) 39.97 feet to the intersection of the Easterly
 line of said Beaubien Street and the Northerly line of the said vacated North
 75.00 feet of the East Lafayette Avenue (120 feet wide) also being the
 Southwesterly corner of Lot 123 of said “Plat of a part of the Beaubien Farm
 in the City of Detroit as Surveyed into town Lots for proprietors by John
 Mullett Surveyor recorded January 13, 1835”;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 thence North
 60 degrees 04 minutes 57 seconds along the Northerly line of the said vacated
 North 75.00 feet of East Lafayette Avenue (120 feet wide) 218.38 feet to the
 Southeasterly corner of Lot 126 of said “Plat of a part of the Beaubien Farm
 in the City of Detroit as Surveyed into town Lots for proprietors by John
 Mullett Surveyor recorded January 13, 1835,” also being the Southwesterly
 corner of Lot 9 of said “Plat of the Antoine Beaubien Farm”;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 thence North
 60 degrees 02 minutes 32 seconds East along the Northerly line of said
 vacated North 75.00 feet of East Lafayette Avenue (120 feet wide) 231.85 feet
 to the Southeasterly corner of Lot 13 of said “Plat of the Antoine Beaubien
 Farm,” also being the intersection of the Northerly line of said vacated North
 75.00 feet of East Lafayette Avenue and the Westerly line of said St. Antoine
 Street, also being the Point of Beginning.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Also known
 as the Lafayette Street Vacation.

 
	
  

 	
  

 	
  

 
	
  

 	
 F.

 	
 Note, the
 Permanent Casino also includes the Trappers Alley Parcel described on Exhibit
 L-2. 

 
	
  

 	
  

 	
  

 
	
 II.

 	
 L-2 – the
 Trappers Alley Parcel 

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Parcel K-2 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Parcel B)
 Lots 127, 128, 129 and 130, PLAT OF THE LAMBERT BEAUBIEN FARM, as surveyed
 into town lots for the proprietors by John Mullett, Surveyor, July 1831 and
 recorded January 30, 1835, in Liber 6 of City Records, Pages 475, 476, 477,
 and 478, Wayne County Records. AND, the Northerly 138.36 feet more or less of
 the Southerly 296.92 feet more or less of Lots 8 and 9, PLAT OF THE ANTOINE
 BEAUBIEN FARM, as recorded in Liber 27 of Deeds, Pages 197, 198 and 199,
 Wayne County Records, being that portion of Lots 8 and 9 lying Southerly of
 Monroe Avenue and Northerly of the public alley (now vacated) running from
 Beaubien to St. Antoine Street in the block bounded by Beaubien, East
 Lafayette, St. Antoine and Monroe Avenue.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 ALSO
 DESCRIBED AS: Beginning at the intersection of the South line of Monroe
 Avenue (50 feet wide) and the East line of Beaubien Street (60 feet wide)
 said point also being the Northwest corner of Lot 130 of said PLAT OF THE
 LAMBERT BEAUBIEN FARM and proceeding thence North 60 degrees East, 299.00
 feet (measured as North 60 degrees 01 minute 19 seconds East, 300.10 feet)
 along the South line of Monroe Avenue; thence South 26 degrees East,

 


5









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 138.36 feet
 (measured as South 25 degrees 43 minutes 40 seconds East, 138.05 feet);
 thence South 60 degrees West, 299.00 feet (measured as South 60 degrees 01
 minute 33 seconds West, 299.70 feet) along the North line of the vacated 20
 foot alley; thence North 26 degrees West, 138.33 feet (measured as North 25
 degrees 53 minutes 34 seconds West, 138.00) along the East line of Beaubien
 Street to the point of beginning.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Parcel C)
 K-1 and K-2 insured together with a mutual perpetual, reciprocal and non-exclusive
 easement for ingress and egress and access to and from St. Antoine Street
 over lands described as The Casino Easement parcel, the Archdiocese Easement
 parcel, and the Monroe Street Realty Easement parcel, as created by and more
 fully disclosed in a certain Reciprocal Easement Agreement, dated as November
 30, 1999 and recorded December 20, 1999 in Liber 30850, Page 354.

 
	
  

 	
  

 	
  

 
	
 III. 

 	
 L-3 – the
 Hotel/Garage

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Parcel K-14
 (1200 St. Antoine, Detroit, Michigan) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Parcel 1:
 (originally 666 Macomb Street, Foster-Winter Parking Structure)

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A parcel of
 land in the City of Detroit, Wayne County, Michigan, being all of Lots 1
 through 4, inclusive, lying North of Monroe Avenue, 50 feet wide, and all of
 Lots 1 through 4, inclusive, lying South of Macomb Street, these lots having
 been platted in the PLAT OF THE A. BEAUBIEN FARM, 1846, as recorded in Liber
 27, Pages 197, 198, and 199 of Deeds, on April 22, 1846, Wayne County
 Records; ALSO all of Lots 3 through 7, inclusive, and part of Lot 2 lying
 North of Monroe Avenue, 50 feet wide, and all of Lots 3 through 7, inclusive,
 and part of Lot 2, lying South of Macomb Street, 50 feet wide, these lots
 having been platted in the PLAT OF THE FRONT OF C. MORAN’S FARM, Charles
 Moran, Proprietor, A.E. Hathon, Civil Engineer, 1837, as recorded in Liber
 10, Page 5 of Deeds, City Records, on August 5, 1837; ALSO all that part of
 vacated 20 foot East-West public alley abutting the aforementioned lots and
 parts of lots within bounds of the parcel which is more particularly
 described as follows:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Beginning at
 the intersection of the East line of St. Antoine Street, 50 feet wide, and
 the South line of Macomb Street, 50 feet wide, both as platted in the
 aforementioned Plat of the A. Beaubien Farm; thence North 59 degrees 52
 minutes 20 seconds East 474.90 feet along the South line of Macomb Street;
 thence South 30 degrees 08 minutes 54 seconds East, 230.42 feet to a point on
 the North line of Monroe Avenue, 50 feet wide; thence South 59 degrees 51
 minutes 30 seconds West, 490.85 feet along the North line of Monroe Avenue to
 its intersection with the East line of St. Antoine Street; thence North 26
 degrees 11 minutes 00 seconds West 231.12 feet along the East line of St.
 Antoine Street to the place of beginning.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Parcel 2:
 (originally 1211 Chrysler, Parkwycke Tower)

 


6









	
  

 	
  

 
	
  

 	
 All of Lot 1
 and part of Lot 2, lying North of Monroe Avenue, 50 feet wide, and all of Lot
 1 and part of Lot 2, lying South of Macomb Street, 50 feet wide, all as
 platted in the PLAT OF THE FRONT OF C. MORAN’S FARM, Charles Moran,
 Proprietor, A. E. Hathon Civil Engineer, 1837, as recorded in Liber 10 of
 City Records, Page 5, Wayne County Records, also all that part of the vacated
 20 foot wide East-West public alley abutting the aforementioned lots and
 parts of lots within the bounds of the parcel which is more particularly
 described as follows: Beginning at the intersection of the West line of the
 Walter P. Chrysler Freeway West Service Drive (originally platted as Hastings
 Street, 50 feet wide) and the South line of Macomb Street, 50 feet wide, both
 as platted in the aforementioned PLAT OF THE FRONT OF C. MORAN’S FARM; thence
 South 26 degrees 03 minutes 20 seconds East 230.98 feet along said West line
 of the Chrysler Freeway West Service Drive to its intersection with the North
 line of Monroe Street, 50 feet wide; thence along said North line of Monroe
 Street, South 59 degrees 51 minutes 06 seconds West 85.27 feet; thence North
 30 degrees 08 minutes 54 seconds West 230.42 feet to a point on the said
 South line of Macomb Street; thence North 52 degrees 52 minutes 10 seconds
 East 101.75 feet along said South line of Macomb Street to the point of
 beginning. 

 
	
  

 	
  

 
	
  

 	
 Being more
 particularly described as: 

 
	
  

 	
  

 
	
  

 	
 Beginning at
 the intersection of the easterly line of St. Antoine Street (50 feet wide)
 and the southerly line of said Macomb Street (50 feet wide), of said “PLAT OF
 THE A. BEAUBIEN FARM, 1846”; Thence N60o02’32”E along the southerly line of
 said Macomb Street (50 feet wide), also being the northerly line of Lots 1
 through 4 lying South of Macomb St. (50 feet wide) of said “PLAT OF THE A.
 BEAUBIEN FARM, 1846” and Lots 1 through 7 lying South of said Macomb Street
 (50 feet wide) of said “PLAT OF THE FRONT OF C. MORAN’S FARM, Charles Moran,
 Proprietor, A. E. Hathon, Civil Engineer, 1837”, 575.96 feet; 

 
	
  

 	
  

 
	
  

 	
 Thence
 S25o52’55”E along the westerly line of the Walter P. Chrysler Freeway West
 Service Drive, also being the easterly line of lot 1 lying North of Monroe
 Avenue (50 fee wide) and lot 1 lying South of Macomb Street, 50 feet wide,
 all as platted in said “Plat of the front of C. Moran’s Farm, Charles Moran,
 Proprietor, A. E. Hathon Civil Engineer, 1837”, 230.58 feet to the northerly
 line of Monroe Street (50 feet wide), also being the southeasterly corner of
 lot 1 lying North of Monroe Avenue (50 feet wide) as platted in said “Plat of
 the front of C. Moran’s Farm, Charles Moran, Proprietor, A. E. Hathon Civil
 Engineer, 1837”; 

 
	
  

 	
  

 
	
  

 	
 Thence
 S60o02’32”W, along the northerly line of said Monroe Avenue (50 feet wide),
 also being the southerly line of lots 1 through 4 lying North of Monroe Ave
 (50 feet wide) of said “PLAT OF THE A. BEAUBIEN FARM, 1846” and lots 1
 through 7, lying north of said Monroe Avenues (50 feet wide) of said “PLAT OF
 THE FRONT OF C. MORAN’S FARM, Charles Moran, Proprietor, A. E. Hathon, Civil
 Engineer, 1837”, 575.54 feet to the easterly line of St. Antoine Street, also
 being the southwesterly corner of lot 4 lying North of Monroe Ave (50 feet
 wide) of said “PLAT OF THE A. BEAUBIEN FARM, 1846”; 

 


7









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Thence
 N25o59’10”W, along the easterly line of said St. Antoine, also being the
 westerly line of lots 4 lying North of Monroe Ave (50 feet wide) of said
 “PLAT OF THE A. BEAUBIEN FARM, 1846” and the westerly line of lot 4 lying
 South of Macomb St. (50 feet wide) of said “PLAT OF THE A. BEAUBIEN FARM,
 1846”, 230.55 feet to the southerly line of said Macomb Street, also being
 the northwesterly corner of lot 4 lying South of Macomb St. (50 feet wide) of
 said “PLAT OF THE A. BEAUBIEN FARM, 1846”, also being the Point of Beginning.

 
	
  

 	
  

 	
  

 
	
 IV. 

 	
 L-4 – the
 Parking Structures

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Parcel K-3
 (1001 Brush St., Detroit, Michigan) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lots A
 through N, inclusive, and Lots 4, 5, 6, 14, 15 and 16 and vacated alleys
 between said Lots, PLAT OF SUBDIVISION OF THE WEST PART OF BLOCK NO. 7, BRUSH
 FARM, as recorded in Liber 5 of Plats, Page 14, Wayne County Records, and
 further described as:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Beginning at
 the Southwest corner of said Lot N and proceeding North 26 degrees 11 minutes
 00 seconds West, 296.58 feet; thence North 59 degrees 51 minutes 40 seconds
 East, 249.74 feet; thence South 26 degrees 13 minutes 22 seconds East, 296.60
 feet; thence South 59 degrees 52 minutes 09 seconds West, 249.94 feet to the
 Point of Beginning.

 
	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Parcel K-4
 (455 East Fort Street, Detroit, Michigan) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lot 106,
 PLAT OF LAMBERT BEAUBIEN FARM, as recorded in Liber 6 of City Records, Pages
 474 through 478, also recorded in Liber 1 of Plats, Pages 46 through 54,
 inclusive, Wayne County Records.

 
	
  

 	
  

 	
  

 
	
  

 	
 C.

 	
 Parcel K-5
 (419 East Fort Street, Detroit, Michigan) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lot 103,
 PLAT OF LAMBERT BEAUBIEN FARM, as recorded in Liber 6 of City Records, Pages
 474 through 478, also recorded in Liber 1 of Plats, Pages 46 through 54,
 inclusive, Wayne County Records. ALSO the Easterly portion of Lot 19, Block
 6, PLAT OF PART OF BRUSH FARM, as recorded in Liber 28 of Deeds, Pages 164
 and 165, Wayne County Records, said Easterly portion being the Easterly 11.61
 feet at its South line and Easterly 11.64 feet at its North line of said Lot
 19 and extending for a depth of 138.40 feet on the West line and for a depth
 of 138.33 feet on the East line of said Easterly portion of said Lot 19

 
	
  

 	
  

 	
  

 
	
  

 	
 D.

 	
 Parcel K-6
 (439 East Fort Street, Detroit, Michigan) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lots 104 and
 105, PLAT OF LAMBERT BEAUBIEN FARM, as recorded in Liber 6 of City Records,
 Pages 474 through 478, also recorded in Liber 1 of Plats, Pages 46 through
 54, inclusive, Wayne County Records.

 
	
  

 	
  

 	
  

 
	
 V.

 	
 L-5 – the
 Contract Builders Parcel 

 


8









	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Parcel K-7
 (748 Randolph, Detroit, Michigan) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lots 1, 2
 and 3, Except the West 8 feet of Lot 3, Block 6, PLAT OF BRUSH FARM, as
 subdivided into Lots by John Mullett, Surveyor, as recorded in Liber 7 of
 Deeds, Pages 224 and 225, Wayne County Records.

 
	
  

 	
  

 	
  

 
	
 VI.

 	
 L-6 – the
 Realty Equity Parcel 

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Parcel K-8
 (422 East Lafayette, Detroit Michigan) 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Lot 118,
 PLAT OF LAMBERT BEAUBIEN FARM, as recorded in Liber 6 of City Records, Pages
 474 through 478, inclusive, also recorded in Liber 1 of Plats, Pages 46
 through 54, inclusive, Wayne County Records.

 
	
  

 	
  

 	
  

 
	
 VII.

 	
 L-7 – the
 Greektown Surplus Parcels 

 
	
  

 	
  

 	
  

 
	
  

 	
 A.

 	
 Parcel K-9 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Parcel H-1)
 Lots 2, 3 and 4, and Lot 1, Except the East 5.56 feet on the North line
 running South to a point to the East line of said Lot 1, North of Mullett
 Street, of ANTOINE BEAUBIEN FARM; Also, all that part of Lot 4, South of
 Catherine Street of said ANTOINE BEAUBIEN FARM, lying South of a line,
 described as: Commencing on the East line of said Lot, 107.97 feet, South of
 the South line of Catherine Street, and running thence South 64 degrees 22
 minutes West to a point in the West line of said Lot, 104.60 feet, South of
 the South line of Catherine Street; also that part of said ANTOINE BEAUBIEN
 FARM, described as: Beginning at the Northeasterly corner of St. Antoine and
 Mullett Streets; thence Easterly 77 feet along the Northerly line of Mullett
 Street to a stake; thence Northerly 61.01 feet to a stake 76.92 feet East of
 the Easterly line of St. Antoine Street; thence Westerly to St. Antoine Street
 to a stake 66.40 feet Northerly from the place of beginning; thence Southerly
 along the Easterly line of St. Antoine Street to the place of beginning.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Parcel H-2)
 Lot 3, Except Gratiot Avenue, as widened and except the following described
 parcel: Beginning at a point the Westerly line of Lot 3, North 26 degrees 11
 minutes 20 seconds West, 30 feet from the Southwest corner of said Lot;
 thence North 26 degrees 11 minutes 20 seconds West, 66.82 feet along said
 Westerly line to the Southerly line of Gratiot Avenue, 120 feet wide; thence
 North 29 degrees 40 minutes 13 seconds East, 60.27 feet along said Southerly
 line to a point in the Easterly line of Lot 3 extended; thence South 26
 degrees 11 minutes 20 seconds East, 97.19 feet along said Easterly line;
 thence South 59 degrees 52 minutes 03 seconds West to the point of beginning,
 all of the above located within the PLAT OF ANTOINE BEAUBIEN FARM, as
 recorded in Liber 27 of Deeds, Pages 197, 198 and 199, Wayne County Records.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (Parcel H-3)
 That part of Lot 2 (South side of Madison and East of St. Antoine) of the
 PLAT OF ANTOINE BEAUBIEN FARM, 1846, City of Detroit, Wayne County, Michigan,
 as recorded in Liber 27 of Deeds, Pages 197, 198 and 199,

 


9









	
  

 	
  

 
	
  

 	
 Wayne County
 Records, described as: Beginning at the Southwest corner of Lot 2; thence
 North 26 degrees 11 minutes 20 seconds West, 30 feet along the Westerly line
 of said Lot; thence North 59 degrees 52 minutes 03 seconds East, 10 feet;
 thence South 26 degrees 11 minutes 20 seconds East, 30 feet to the Southerly
 line of said Lot; thence South 59 degrees 52 minutes 03 seconds West, 10 feet
 along said Southerly line to the point of beginning. 

 
	
  

 	
  

 
	
  

 	
 (Parcel H-4)
 And Lot 7 of the PLAT OF THE FRONT OF CHARLES MORAN FARMS, as recorded in
 Liber 10 of City Records, Page 5, Except beginning at the Southeasterly
 corner of said Lot 7; thence along the Easterly line of said Lot 7, North 30
 degrees 04 minutes West, 115.05 feet to a point on the Northerly line of said
 Lot 7; thence along the Northerly lines of Lots 1 and 7, South 60 degrees
 West, 50 feet to a point; thence along a line South 30 degrees 04 minutes
 East, 115.05 feet to a point on the Southerly line of said Lot 7, being also
 the Northerly line of Mullett Street, as now established; thence along said line,
 North 60 degrees East, 50 feet to the place of beginning. 

 
	
  

 	
  

 
	
  

 	
 (Parcel H-5)
 That part of Lot 4 (South side of Madison and East of St. Antoine) of the
 PLAT OF ANTOINE BEAUBIEN’S FARM. 1856, City of Detroit, Wayne County,
 Michigan, as recorded in Liber 27 of Deeds, Pages 197, 198 and 199, Wayne
 County Records, described as: Beginning at a point in the Westerly line of
 Lot 4, North 26 degrees 11 minutes 20 seconds West, 10.40 feet from the
 Southwest corner of said Lot; thence North 26 degrees 11 minutes 20 seconds
 West, 19.60 feet along said Westerly line; thence North 59 degrees 52 minutes
 03 seconds East, 50 feet to the Easterly line of Lot 4; thence South 26
 degrees 11 minutes 20 seconds East, 22.69 feet along said Easterly line;
 thence South 63 degrees 25 minutes 00 seconds West, 49.88 feet to the point
 of beginning. 

 
	
  

 	
  

 
	
  

 	
 ALL OF THE
 ABOVE ARE ALSO DESCRIBED AS: (Parcel H) (Parcel 1, Sheet 1, from Survey by
 Conestoga-Rovers & Associates) Lots 1, 2, 3 and 4, located on the North
 side of Mullett Street, also parts of Lots 2, 3 and 4, located on the South
 side of Madison Avenue, between St. Antoine and Hastings Streets on the PLAT
 OF ANTOINE BEAUBIEN FARM, 1846, South of Gratiot Avenue, City of Detroit,
 County of Wayne, State of Michigan, as recorded in Liber 27 of Deeds, Pages
 197, 198 and 199, Wayne County, Michigan; Also part of Lot 7 of the PLAT OF
 C. MORAN FARM SUBDIVISION, as recorded in Liber 10 of City Records, Page 5,
 Wayne County, Michigan, more particularly described as: Beginning at the
 Northeasterly corner of St. Antoine (50 feet wide) and Mullett Streets (50
 feet wide); thence North 27 degrees 04 minutes 10 seconds West along the
 Easterly right-of-way of said St. Antoine Street and the Westerly line of Lot
 4, a distance of 145.59 feet; thence North 58 degrees 57 minutes 45 seconds
 East, a distance of 110.00 feet; thence South 27 degrees 04 minutes 10
 seconds East, a distance of 30.00 feet to a point on the North line of said
 Lot 2, which lies North of Mullett Street, also being the South line of said
 Lot 2, which lies South of Madison Street; thence North 58 degrees 55 minutes
 48 seconds East along said North lot line, a distance of 84.42 feet to the
 Northerly most corner of an existing building; thence South 31 degrees 19
 minutes 26 seconds East following along the 

 


10









	
  

 	
  

 
	
  

 	
 Northeasterly
 wall of said existing building, a distance of 115.44 feet to a point on the
 South line of Lot 7 of C. MORAN FARM SUBDIVISION, said point also being on
 the Northwesterly right-of-way line of said Mullett Street; thence South 58
 degrees 59 minutes 06 seconds West along said right-of-way line, a distance
 of 203.00 feet to the Point of Beginning. 

 
	
  

 	
  

 
	
  

 	
 (Parcel J)
 Lots 1 and 2, Except that portion taken for Walter P. Chrysler Expressway,
 described as: Beginning at the Southeast corner of said Lot 1; thence South
 59 degrees 52 minutes 03 seconds West, 17.22 feet along the Northerly line of
 Mullett Street; thence North 49 degrees 23 minutes 19 seconds West, 121.84
 feet along the West line of Walter P. Chrysler Freeway West Service Drive;
 thence North 59 degrees 52 minutes 03 seconds East, 65.49 feet along the
 Northerly line of said Lot 2 to the Northeast corner of Lot 2; thence South
 26 degrees 07 minutes 21 seconds East, 115.29 feet to the point of beginning;
 Also, all of Lots 3, 4 and 5, North side of Mullett Street between St.
 Antoine and Hastings Streets on the PLAT OF C. MORAN FARM in the City of
 Detroit, Wayne County, Michigan, as recorded in Liber 1 of Plats, Page 43,
 Wayne County Records. 

 
	
  

 	
  

 
	
  

 	
 ALSO
 DESCRIBED AS: (Parcel II, Sheet 2 from Survey by Conestoga-Rovers &
 Associates) A parcel of land which lies North of Mullett Street between St.
 Antoine and Hastings Street, located in the PLAT OF C. MORAN FARM
 SUBDIVISION, as recorded in Liber 1 of Plats, Page 43, Wayne County Records,
 and located in the City of Detroit, Lots 3, 4 and 5 of said Plat, together
 with Lots 1 and 2 of the PLAT OF SUBDIVISION OF LOTS 1 AND 2 OF MULLETT AND
 HASTINGS STREETS OF C. MORAN SUBDIVISION, as recorded in Liber 10 of City
 Records, Page 5, (also previously recorded in Liber 1, Page 43) of Wayne
 County Records, located in the City of Detroit, Excepting that portion of
 Lots 1 and 2 taken for Walter P. Chrysler Expressway, being more particularly
 described as: Beginning at the Southerly most point of said Lot 5, said point
 being on the Northwesterly right-of-way of Mullett Street (50 feet wide);
 thence North 30 degrees 55 minutes and 33 seconds West along the
 Southwesterly line of said Lot 5, a distance of 115.47 feet (recorded as 115
 feet) to the Westerly most point of said Lot 5; thence North 58 degrees 58
 minutes 18 seconds East along the Northwesterly lines of said Lots 5, 4, 3
 and 2, a distance of 213.17 feet to a found concrete monument, said monument
 being on the Southwesterly right-of-way line of W.P. Chrysler West Service
 Drive; thence South 50 degrees 20 minutes 05 seconds East along said
 Southwesterly right-of-way line, 122.41 feet (recorded as South 49 degrees 23
 minutes 19 seconds East, 121.84 feet) to a set capped iron rod, said rod
 being on the Northwesterly right-of-way line of Mullett Street; thence along
 said right-of-way line of Mullett Street and the Southwesterly said of said
 Lots 1, 3, 4 and 5, a bearing South 58 degrees 59 minutes 06 seconds West,
 253.85 feet to the Point of Beginning. 

 
	
  

 	
  

 
	
  

 	
 (Parcel K)
 Lots 1, 2, 3, 4, 5, 6 and 7, South of Mullett Street, and Lots 1, 2, 3, 4, 5,
 5 and 7, North of Clinton Street, and all of the vacated public alley, 20
 feet wide, contiguous to said Lots 1 through 5 and part of Lot 6 of the SUBDIVISION

 


11









	
  

 	
  

 
	
  

 	
 OF PART OF
 C. MORAN FARM, City of Detroit, County of Wayne, State of Michigan, as
 recorded in Liber 10 of City Records, Page 5, Wayne County Records, and also
 Lots 1, 2, 3 and 4 on the North side of Clinton Street, and Lots 1, 2 and 3
 on the South side of Mullett Street of the ANTOINE BEAUBIEN FARM and also
 part of said ANTOINE BEAUBIEN FARM bounded on the North by Mullett Street,
 West by St. Antoine Street, South by Lot 4 as above described and East by Lot
 3, South of Mullett Street and Lot 3, North of Clinton Street, as above
 described, City of Detroit, County of Wayne and State of Michigan, as
 recorded in Liber 27 of Deeds, Pages 197, 198 and 199, Wayne County Records,
 more particularly described as: Beginning at the intersection of the Easterly
 line of St. Antoine Street, 50 feet wide, with the Southerly line of Mullett
 Street, 50 feet wide; thence along said line of Mullett Street, North 59
 degrees 53 minutes 50 seconds East, 577.63 feet; thence along the Westerly
 line of Chrysler Freeway Service Drive (formerly Westerly line of Hastings
 Street); thence South 26 degrees 05 minutes 40 seconds East, 230.75 feet;
 thence along the Northerly line of Clinton Street, 40 feet wide, South 59
 degrees 56 minutes 09 seconds West, 577.24 feet; thence along said line of
 St. Antoine Street, North 26 degrees 11 minutes 00 seconds West, 230.41 feet
 to the Point of Beginning.

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 ALSO
 DESCRIBED AS (Parcel III, Sheet 3 from Survey of Conestoga-Rovers &
 Associates) Lots 1, 2, 3, 4, 5, 6 and 7, South of Mullett Street, and Lots 1,
 2, 3, 4, 5, 6 and 7, North of Clinton Street and all of the vacated public
 alley, 20 feet wide, contiguous to said Lots 1 through 6, which lie South of
 Mullett Street, and also contiguous to said Lots 1 through 6, which lie North
 of Clinton Street, all of the SUBDIVISION OF PART OF C. MORAN FARM, City of
 Detroit, as recorded in Liber 10 of City Records, Page 5, Wayne County
 Records, and Lots 1, 2, 3 and 4 on the North side of Clinton Street, and Lots
 1, 2 and 3, on the South side of Mullett Street of the ANTOINE BEAUBIEN FARM
 SUBDIVISION, and Also that part of said ANTOINE BEAUBIEN FARM SUBDIVISION
 bounded on the North by Mullett Street, West by St. Antoine Street, South by
 Lot 4 as above described, and East by Lot 3, South of Mullett Street, and Lot
 3, North of Clinton Street, as above described, of said ANTOINE BEAUBIEN FARM
 SUBDIVISION, as recorded in Liber 27 of Deeds, Pages 197, 198 and 199, (and
 previously incorrectly recorded as Liber 29, 199), Wayne County Records, more
 particularly described as: Beginning at the intersection of the Easterly line
 of St. Antoine Street, 50 feet wide, with the Southerly line of Mullett
 Street, 50 feet wide; thence along said line of Mullett Street, North 59
 degrees 00 minutes 51 seconds East, 577.39 feet (recorded as North 59 degrees
 53 minutes 50 seconds East, 577.63 feet); thence along the Westerly line of
 the Chrysler Freeway Service Drive (formerly West line of Hastings Street),
 South 27 degrees 06 minutes 07 seconds East, 230.46 feet (recorded as South
 26 degrees 05 minutes 40 seconds East, 230.75 feet); thence along the
 Northerly line of Clinton Street, 40 feet wide, South 59 degrees 50 minutes
 51 seconds West, 577.29 feet (recorded as South 59 degrees 56 minutes 09
 seconds West, 577.24 feet); thence along said line of St. Antoine Street,
 North 27 degrees 12 minutes 04 seconds West (recorded as North 26 degrees 11
 minutes 00 seconds West), 230.34 feet to the point of beginning.

 


12









	
  

 	
  

 	
  

 
	
  

 	
 B.

 	
 Parcel K-10 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Being all of
 Lots 5 and 6, part of Lot 4, Lots 7 through 11, both inclusive, Except that
 part taken for Gratiot Avenue, as widened, Lot 3 and said Lot 11, Except that
 part taken for Chrysler Freeway as opened, that part of vacated public
 alleys, 16 feet wide, all of the above being Northerly of and adjoining to
 Madison Avenue, also all of Lots 3 through 7, both inclusive, and that part
 of Lot 2 not taken for Chrysler Freeway as opened, all Southerly of and
 adjoining Madison Avenue, also Lots 6 and 7, Except a triangular portion
 being the West 3.0 feet on the South line and the South 40.32 feet on the
 West line of said Lot 7, all Northerly of and adjoining Mullett Street, 50
 feet wide, and that part of Madison Avenue, 50 feet wide, between the West
 line of P.C. 5 and the Chrysler Freeway, all of the above contained within
 the PLAT OF THE FRONT OF CHARLES MORAN FARM, A.E. Haton, Civil Engineer,
 1837, Charles Moran, Proprietor, as recorded in Liber 10, Pages 3, 4 and 5 of
 City Records, Wayne County Records; also part of Lot 1 being a portion of
 vacated Madison Avenue and being more particularly described as: Beginning at
 the Southeasterly corner of Lot 1; thence Westerly along the Southerly line
 of said Lot 1 to the Easterly line of Gratiot Avenue, 120 feet wide; thence
 Northerly along said Easterly line of Gratiot Avenue to the Easterly line of
 said Lot 1; thence Southerly along the Easterly line of said Lot 1 to the
 Point of Beginning, being the Northerly line of Madison Avenue, and all of
 Lot 1 and Lot 1 Except the West 10 feet of the South 30 feet of said Lot 2,
 lying Southerly of and adjoining Madison Avenue, and part of Lot 3, Southerly
 of and adjoining Madison Avenue, and part of said vacated Madison Avenue
 adjoining, Except Gratiot Avenue as widened, described as, beginning at a
 point on the Westerly line of Lot 3, North 26 degrees 11 minutes 20 seconds
 West, 68.82 feet along said Westerly line to the Southerly line of Gratiot
 Avenue, 120 feet wide; thence North 29 degrees 40 minutes 10 seconds East,
 60.27 feet along said Southerly line to a point on the Easterly line of Lot 3
 extended; thence South 26 degrees 11 minutes 20 seconds East 97.19 feet along
 said Easterly line; thence South 59 degrees 52 minutes 03 seconds West, 50.00
 feet to the Point of Beginning, and part of Lot 4 Southerly of Gratiot
 Avenue, 120 feet wide, being the North 75.05 feet on the East line, and that
 part of vacated Madison Avenue between the Southerly line of Gratiot Avenue
 and the Easterly line of P.C. 2 being also the Westerly line of P.C. 5, all
 within PLAT OF ANTOINE BEAUBIEN FARM, April 22, 1846 including Catholic and
 Protestant Cemeteries, as recorded in Liber 27, Page 197 of Deeds, Wayne
 County Records.

 


13