Exhibit 4.2


	
  

 	
  

 
	
 Warrant No.
 ___

 	
 ___________________, 20__

 


FORM OF

WARRANT TO PURCHASE SERIES [A-1/A-2]1 CONVERTIBLE PREFERRED STOCK 

OF 

GREEKTOWN SUPERHOLDINGS, INC. 


          Greektown
Superholdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, [Name of Holder] (together with its
successors and assigns and any transferee of this Warrant, and its successors
and assigns, the “Holder”), is
entitled, subject to the terms and conditions set forth in this warrant (this “Warrant”), to purchase from the Company, at
any time or times on or after the date on which the Holder is not prohibited by
Article Twelfth of the Company’s Certificate of Incorporation from exercising
this Warrant, but not after 5:00 P.M., New York City time on the later of (i)
June 30, 2020 or (ii) the thirtieth day following the date on which the Holder
receives notice from the Company that it is not prohibited by Article Twelfth
of the Company’s Certificate of Incorporation from exercising this Warrant (the
“Expiration Date”),________(____)
duly authorized, validly issued, fully paid, nonassessable shares of Series
[A-1/A-2] Preferred Stock (as defined below) (the “Warrant Shares”), which shall be adjusted or readjusted from
time to time as provided in this Warrant, at an initial purchase price per
share equal to $.01 (the “Initial Warrant
Price”), which shall be adjusted or readjusted from time to time as
provided in this Warrant (as adjusted, the “Warrant
Price”). The aggregate price of the Warrant Shares purchasable under
this Warrant shall be equal to the Initial Warrant Price multiplied by the
number of Warrant Shares initially purchasable under this Warrant. The
aggregate price is sometimes referred to in this Warrant as the “Aggregate Warrant Price” and is not subject
to adjustment. 


          This
Warrant evidences the right to purchase an aggregate of [________] shares of
the Company’s Series [A-1/A-2] Convertible Preferred stock, par value $0.01 per
share (the “Series [A-1/A-2] Preferred Stock”),
subject to adjustment as provided herein. 


Section 1. Exercise 


          1.1.
Manner of Exercise 


               (a)
The Holder may exercise this Warrant, in whole or in part (except as to a
fractional share), at any time and from time to time during normal business
hours on any Business Day on or prior to the Expiration Date, by (i) delivering
to the Company a written notice, in the form attached hereto as Exhibit A (the
“Exercise Notice”), duly executed by the Holder, specifying the number of Warrant
Shares (without giving effect to any adjustment 


	
  

 	
  

 
	

 


 
	
 1

 	
 This form shall be used with respect to
 warrants to purchase shares of either Series A-1 Convertible Preferred Stock
 or Series A-2 Convertible Preferred Stock of the Company. 

 









thereto) to be
issued to the Holder as a result of such exercise, (ii) surrendering this
Warrant to the Company, properly endorsed by the Holder (or if this Warrant has
been destroyed, stolen or has otherwise been misplaced, by delivering to the
Company an affidavit of loss duly executed by the Holder), and (iii) by
tendering payment for the shares of Series [A-1/A-2] Preferred Stock designated
by the Exercise Notice in lawful money of the United States in the form of
cash, bank or certified check made payable to the order of the Company, or by
wire transfer of immediately available funds, or by the cancellation of
indebtedness of the Company owed to the Holder, or in any combination thereof,
of an amount equal to the product of (A) the Initial Warrant Price and (B) the
number of Warrant Shares (without giving effect to any adjustment thereof) as
to which this Warrant is being exercised. 


               (b)
Net Exchange. The Holder may, in lieu of exercising or converting this
Warrant pursuant to the terms of Section 1.1(a), elect to exchange this
Warrant, in whole or in part (except as to a fractional share), at any time and
from time to time during normal business hours on any Business Day on or prior
to the Expiration Date by (i) delivering to the Company a written notice, in the
form attached hereto as Exhibit B (the “Exchange
Notice”), duly executed by the Holder, specifying the number of
Warrant Shares (without giving effect to any adjustment thereto) to be issued
to the Holder as a result of such exchange, and (ii) surrendering this Warrant
to the Company, properly endorsed by the Holder (or if this Warrant has been
destroyed, stolen or has otherwise been misplaced, by delivering to the Company
an affidavit of loss duly executed by the Holder), and the Holder shall thereupon
be entitled to receive the number of Warrant Shares equal to the product of (A)
the number of Warrant Shares issuable upon exercise of this Warrant (or, if
only a portion of this Warrant is being exercised, issuable upon the exercise
of such portion) for cash, determined as provided in Section 2, and (B)
a fraction, the numerator of which is the Fair Market Value per share of Series
[A-1/A-2] Preferred Stock at the time of such exercise minus the Warrant Price in effect at the
time of such exercise, and the denominator of which is the Fair Market Value
per share of Series [A-1/A-2] Preferred Stock at the time of such exercise,
such number of shares so issuable upon such exchange to be rounded up or down
to the nearest whole number of shares of Series [A-1/A-2] Preferred Stock. 


               (c)
The “exchange” of this Warrant pursuant to Section 1.1(b) is intended to
qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the
Code. 


               (d)
For all purposes of this Warrant (other than this Section 1.1), any reference
herein to the exchange of this Warrant into Series [A-1/A-2] Preferred Stock in
accordance with the terms of Section 1.1(b), and any reference to an “Exercise
Notice” shall be deemed to include a reference to an Exchange Notice in
accordance with the terms of Section 1.1(b). 


          1.2.
When Exercise Effective.
Each exercise of this Warrant shall be deemed to have been effected immediately
prior to the close of business on the Business Day on which this Warrant shall
be deemed to have been surrendered to the Company as provided in Section 1.1,
and at such time the Person or Persons in whose name or names any certificate
or certificates for shares of Series [A-1/A-2] Preferred Stock shall be
issuable upon such exercise as provided in Section 1.3 shall be deemed
to have become the Holder or Holders of record thereof. No fractional shares of
Series [A-1/A-2] Preferred Stock shall be issued upon exercise of this Warrant.
Whether or not fractional shares would be issuable upon such conversion shall
be 


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determined on
the basis of the total number of Warrant Shares that the holder is at the time
exercising for shares of Series [A-1/A-2] Preferred Stock and the aggregate
number of shares of Series [A-1/A-2] Preferred Stock issuable upon such
conversion. 


          1.3.
Delivery of Stock Certificates Upon Exercise.
As soon as practicable after exercise of this Warrant in accordance with this
Section 1, but in no event later than five (5) Business Days after such
exercise, the Company shall at its expense cause to be issued in the name of
and delivered to the Holder or, subject to Section 5 of this Warrant, as the
Holder may direct: (a) a certificate or certificates for the number of Warrant
Shares, determined as provided in Section 2 of this Warrant, to which the
Holder shall be entitled upon such exercise and, (b) unless this Warrant has
expired or has been exercised in full, a new Warrant (or Warrants)
substantially in the form of, and on the terms in, this Warrant, for the number
of Warrant Shares remaining following such exercise (without giving effect to
any adjustment thereto), and shall be subject to adjustment as provided for in
this Warrant as of the date hereof. 


          1.4.
Dividends.
The Holder of this Warrant shall be entitled to receive any and all dividends
and other distributions which would have been paid or payable to the Holder of
this Warrant on the Warrant Shares which Holder would have held had this
Warrant been fully exercised immediately prior to the date on which a record is
taken for such dividend or distribution, or, if no record is taken, the date as
of which the record holders of shares of Series [A-1/A-2] Preferred Stock
entitled to such dividend or distribution are to be determined, all in accordance
with the Certificate of Incorporation, but such dividends shall be payable only
if, as and when this Warrant is exercised. 


          1.5.
Early Termination.
In the event of, at any time prior to the earlier of: (i) the Expiration Date
or (ii) the exercise in full of this Warrant, any capital reorganization, or
any reclassification of the capital stock of the Company (other than a change
in par value or from par value to no par value or no par value to par value or
as a result of a stock dividend or subdivision, split-up or combination of
shares), or the consolidation or merger of the Company with or into another
corporation (other than a merger solely to effect a reincorporation of the
Company into another state), or the sale, lease, transfer, exclusive license or
other disposition in a single transaction or series of related transactions of
all or substantially all of its assets to any other person and such transaction
results in a liquidation, dissolution or winding up of the Company pursuant to
Section B.3 of Article 4 of the Company’s Certificate of Incorporation, the
Company shall provide to the Holder twenty (20) days advance written notice of
such reorganization, reclassification, consolidation, merger or sale or other
disposition of the Company’s assets (each a “Sale
Event”), and the Holder shall be entitled to receive, subject to the
consummation of the Sale Event, the cash, securities and other property that
the Holder would have received in respect of the Warrant Shares had the Holder
exercised this Warrant immediately prior to the effective time of such Sale
Event less an amount equal to (x) the number of Warrant Shares then subject to
this Warrant multiplied by (y) the Warrant Price then in effect hereunder. 


          1.6.
Limitations on Exercise.
Notwithstanding anything in this Warrant to the contrary, the exercise of this
Warrant and the issuance of the Warrant Shares by the Company upon such
exercise are subject to Article Twelfth of the Certificate of Incorporation
which prohibits the issuance of shares of capital stock of the Company in
certain circumstances. 


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Section 2. Adjustments to Warrant Price and Warrant Shares


          The
per share Warrant Price and the number of Warrant Shares deliverable under this
Warrant shall be adjusted from time to time as follows: 


          2.1.
Adjustment of Warrant Price.
In the event of changes in the outstanding Preferred Stock of the Company by
reason of stock dividends, split-ups, recapitalizations, reclassifications,
combinations or exchanges of shares, separations, reorganizations,
liquidations, or the like, the number and class of shares available under the
Warrant in the aggregate and the Warrant Price shall be correspondingly
adjusted to give the Holder of the Warrant, on exercise for the same Aggregate
Warrant Price, the total number, class, and kind of shares as the Holder would
have owned had the Warrant been exercised prior to the event and had the Holder
continued to hold such shares until after the event requiring adjustment. The form
of this Warrant need not be changed because of any adjustment in the number of
Warrant Shares subject to this Warrant. 


          2.2.
Other Changes.
If any change in the outstanding shares of Series A Preferred Stock of the
Company or any other event occurs as to which the other provisions of this
Section 2 are not strictly applicable or, if strictly applicable, would not
fairly protect the purchase rights of the Holder, the Board of Directors of the
Company shall make an adjustment in the number and class of shares available
under this Warrant, the per share Warrant Price or the application of such
provisions, so as to protect the purchase rights of the Holder of this Warrant.
The adjustment shall be such as will give the Holder of this Warrant upon exercise
for the same Aggregate Warrant Price the total number, class and kind of shares
as he would have owned had the Warrant been exercised prior to the event and
had he continued to hold such shares until after the event requiring
adjustment. 


          2.3.
Conversion of Series A Preferred Stock.
In the event that all of the Company’s outstanding shares of Series [A-1/A-2]
Preferred Stock shall have been converted into Common Stock in accordance with
the Certificate of Incorporation prior to the earlier of: (i) the Expiration
Date or (ii) the exercise in full of this Warrant, then the Company shall duly
execute and deliver to the holder of this Warrant a new Warrant (in form and
substance reasonably satisfactory to the holder of this Warrant) in replacement
of this Warrant, so that the holder of this Warrant shall have the right to
receive, upon exercise of this Warrant, that number of shares of Common Stock
equal to the number of shares of Common Stock and Series [A-1/A-2] Preferred
Stock that would have been received if this Warrant had been exercised in full
and the Series [A-1/A-2] Preferred Stock received thereupon had been
simultaneously converted into Common Stock immediately prior to such event, and
the per share Warrant Price shall immediately be adjusted to equal the quotient
obtained by dividing (i) the Aggregate Warrant Price of the number of shares of
Series [A-1/A-2] Preferred Stock for which this Warrant was exercisable
immediately prior to such conversion by (ii) the number of shares of Common
Stock and Series [A-1/A-2] Preferred Stock for which this Warrant is
exercisable immediately after such conversion. Such new Warrant shall provide
for adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 2 of this Warrant. 


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Section 3. Representations and Warranties 


          The
Company hereby represents and warrants as of the date of issuance of this
Warrant, as follows: 


               (a)
the Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware; 


               (b)
the execution, delivery, issuance and performance by the Company of this
Warrant are within its powers and have been duly authorized by all necessary
corporate action; and 


               (c)
this Warrant constitutes a valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as the
enforceability thereof may be limited by bankruptcy, insolvency or other similar
laws relating to the enforcement of creditors’ rights generally and by general
equitable principles. 


Section 4. Covenants of the Company 


          4.1.
The Company covenants and agrees that: 


               (a)
all shares Series [A-1/A-2] Preferred Stock and/or Common Stock that may be
issued upon the exercise of the rights represented by this Warrant shall, upon
issuance, be duly authorized, validly issued, fully paid and nonassessable; 


               (b)
during the period within which this Warrant may be exercised, it will at all
times have authorized and reserved a sufficient number of shares of Series
[A-1/A-2] Preferred Stock and Common Stock to provide for the exercise of
rights represented by this Warrant; 


               (c)
if any shares of Series [A-1/A-2] Preferred Stock and/or Common Stock reserved
or to be reserved to provide for the exercise of this Warrant require
registration with or approval of any governmental or self-regulatory authority
under any federal or state law or stock exchange or NASDAQ rule before such
shares may be validly issued, then it shall in good faith and as expeditiously
as possible endeavor to secure such registration or approval, as the case may
be; 


               (d)
if it shall have filed a registration statement pursuant to the requirements of
Section 12 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or a registration statement
pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Company shall comply
with the reporting requirements of Sections 13 and 15(d) of the Exchange Act
and will comply with all other public information reporting requirements the
securities and exchange commission (including Rule 144 promulgated by such
commission under the Securities Act) from time to time in effect and relating
to the availability of an exemption from the Securities Act for the sale of any
restricted securities; and 


               (e)
it shall not, by amendment to the Certificate of Incorporation (whether by way
of merger, operation of law, or otherwise) or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issuance or sale of
securities, agreement or any other 


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voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company and shall at all
times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may be necessary or appropriate
in order to protect the rights of the Holders against impairment as if the
Holder was a stockholder of the Company entitled to the benefit of fiduciary
duties afforded to stockholders under Delaware law. Any successor to the
Company shall agree in writing, as a condition to such succession, to carry out
and observe the obligations of the Company hereunder with respect to the
Warrant. 


Section 5. Restrictions on Transfer 


          5.1.
Restrictions on Transfer of Warrant Shares.
The Warrant Shares issuable upon exercise of this Warrant shall be subject to
the restrictions on transfer set forth in the Certificate of Incorporation,
including those set forth in Article Twelfth thereof. 


Section 6. Miscellaneous 


          6.1.
Notice of Adjustments. 


               (a)
In each case of any adjustment or readjustment in the Warrant Price and the
Warrant Shares issuable upon exercise of this Warrant, the Company shall
promptly thereafter compute such adjustment or readjustment in accordance with
the terms of this Warrant and provide written report thereof certified by the
Chief Financial Officer of the Company to the Holder stating the number of
Warrant Shares and the Warrant Price, after giving effect to such adjustment or
readjustment, and setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based. 


               (b)
The Company shall, within (10) days of receipt of a written request by Holder
or Holders who retain the right to receive greater than fifty percent (50%) of
the shares of Series A Preferred Stock issuable upon exercise of all
outstanding warrants issued by the Company, cause independent certified public
accountants of recognized national standing, which may be the regular auditors
of the Company, selected by the Company to verify such computations reported
pursuant to Section 6.1(a), other than any computation that pursuant to
the provisions of this Warrant are to be determined reasonably and in good
faith by the Board of Directors. The Company shall promptly prepare, and remit
to Holder, a copy of such independent accountant’s report setting forth such
adjustment or readjustment, showing in reasonable detail the method of
calculation thereof and the facts upon which such adjustment or readjustment is
based. 


               (c)
The Company shall also keep copies of all such reports generated pursuant to
this Section 6.1 at its principal offices and will cause the same to be
available for inspection at such offices during normal business hours by Holder
any prospective purchaser of this Warrant designated by Holder. 


          6.2.
Notice of Certain Events.
In case at any time: 


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               (a)
the Company shall pay any dividend upon, or make any distribution in respect
of, its stock of the Company; 


               (b)
the Company shall propose to register any of its equity securities under the
Securities Act in connection with a public offering; or 


               (c)
there shall be a voluntary or involuntary dissolution, liquidation or winding
up of the Company; 


then, in any
one or more of said cases, the Company shall give notice to Holder of the date
on which (i) the books of the Company shall close or a record shall be taken
for such dividend, distribution or subscription rights, or (ii) such public
offering, dissolution, liquidation or winding up shall take place, as the case
may be. Such notice shall be given not less than ten (10) days prior to the
record date or the date on which the transfer books of the Company are to be closed
in respect thereto in the case of an action specified in clause (i) and at
least twenty (20) days prior to the action in question in the case of an action
specified in clause (ii). 


          6.3.
Notice.
Any notice that is required or provided to be given under this Warrant shall be
deemed to have been sufficiently given and received for all purposes when
delivered in writing by hand, telecopy, telex or other method of facsimile, or
five (5) days after being sent by certified or registered mail, postage and
charges prepaid, return receipt requested, or two (2) days after being sent by
overnight delivery providing receipt of delivery, to the following addresses:
if to the Company: Greektown Superholdings, Inc., [Address], Facsimile:
[__________], or at any other address designated by the Company, to Holder; if
to Holder, [_____________________], Facsimile: [___] [___________], or at any
other address designated by Holder to the Company in writing. 


          6.4.
No Change in Warrant Terms on Adjustment.
Irrespective of any adjustment in the Warrant Price or the number of shares of
Series [A-1/A-2] Preferred Stock, this Warrant, whether theretofore or
thereafter issued or reissued, may continue to express the same price and
number of shares of Series [A-1/A-2] Preferred Stock as are stated herein and
the Warrant Price and such number of Series [A-1/A-2] Preferred Stock shares
specified herein shall be deemed to have been so adjusted. 


          6.5.
Issuance and Transfer Taxes.
The issuance of certificates for shares of Series [A-1/A-2] Preferred Stock
upon any exercise of this Warrant shall be made without charge to Holder for
any stamp, transfer, recording, issuance or any other similar tax in respect
thereto; provided, that the Company shall not be required to pay any tax
that may be payable in respect of any transfer involved in the issuance and
delivery of any certificate in a name other than that of Holder or upon any
transfer of this Warrant. 


          6.6.
Exchange of Warrant.
This Warrant is exchangeable at no cost to the Holder upon the surrender hereof
by Holder at such office or agency of the Company, for a new warrant of like
tenor representing in the aggregate the right to subscribe for and purchase the
number of shares that may be subscribed for and purchased hereunder from time
to time after giving effect to all the provisions hereof, each of such new
warrants to represent the right to subscribe for and 


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purchase such
number of shares as shall be designated by said Holder hereof at the time of
such surrender. 


          6.7.
Lost, Stolen, Mutilated or Destroyed Warrant.
If this Warrant is lost, stolen, mutilated or destroyed, the Company shall at
no cost to the Holder, on such terms as to indemnity or otherwise as it may in
its discretion impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new warrant of like denomination and tenor as
the Warrant so lost, stolen, mutilated or destroyed. Any such new warrant shall
constitute an original contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time
enforceable by anyone. 


          6.8.
Governing Law.
This Warrant shall be deemed to be a contract made under, and shall be construed
in accordance with, the laws of the Delaware, without giving effect to conflict
of laws principles thereof. 


          6.9.
Section Headings; Construction.
The descriptive headings in this Warrant have been inserted for convenience
only and shall not be deemed to limit or otherwise affect the construction of
any provision thereof or hereof. The parties have participated jointly in the
negotiation and drafting of this Warrant and the other agreements, documents
and instruments executed and delivered in connection herewith with counsel
sophisticated in investment transactions. In the event an ambiguity or question
of intent or interpretation arises, this Warrant shall be construed as if
drafted jointly by the parties and no presumption or burden of proof shall
arise favoring or disfavoring any party by virtue of the authorship of any
provisions of this Warrant and the agreements, documents and instruments
executed and delivered in connection herewith. 


          6.10.
Dispute Resolution. 


               (a)
All disputes, claims, or controversies arising out of or relating to this
Warrant or the negotiation, breach, validity or performance hereof that are not
resolved by mutual agreement shall be resolved solely and exclusively by
binding arbitration to be conducted before J.A.M.S./Endispute, Inc. in [Delaware]
before a single arbitrator (the “Arbitrator”).
The parties understand and agree that this arbitration shall apply equally to
claims of fraud or fraud in the inducement. 


               (b)
The parties covenant and agree that the arbitration shall commence within one
hundred eighty (180) days of the date on which a written demand for arbitration
is filed by any party hereto (the “Filing
Date”). In connection with the arbitration proceeding, the
Arbitrator shall have the power to order the production of documents by each
party and any third-party witnesses. In addition, each party may take up to
three depositions as of right, and the Arbitrator may in his or her discretion
allow additional depositions upon good cause shown by the moving party.
However, the Arbitrator shall not have the power to order the answering of
interrogatories or the response to requests for admission. In connection with
any arbitration, each party shall provide to the other, no later than seven
business days before the date of the arbitration, the identity of all persons
that may testify at the arbitration and a copy of all documents that may be
introduced at the arbitration or considered or used by a party’s witnesses or
experts. The Arbitrator’s decision and award shall be made and delivered within
two hundred 


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forty (240)
days of the Filing Date. The Arbitrator’s decision shall set forth a reasoned
basis for any award of damages or finding of liability. The Arbitrator shall
not have power to award damages in excess of actual compensatory damages and
shall not multiply actual damages or award punitive damages or any other
damages that are specifically excluded under this Warrant, and each party
hereby irrevocably waives any claim to such damages. 


               (c)
The parties covenant and agree that they will participate in the arbitration in
good faith and that they will (i) bear their own attorneys’ fees, costs and
expenses in connection with the arbitration, and (ii) share equally in the fees
and expenses charged by the Arbitrator. Any party unsuccessfully refusing to
comply with an order of the Arbitrator shall be liable for costs and expenses,
including attorneys’ fees, incurred by the other party in enforcing the award.
This Section 6.10 applies equally to requests for temporary, preliminary or
permanent injunctive relief, except that in the case of temporary or
preliminary injunctive relief any party may proceed in court without prior
arbitration for the purpose of avoiding immediate and irreparable harm or to
enforce its rights under any non-competition covenants. 


          6.11.
Consent to Jurisdiction.
Except as provided in Sections 6.10(c) and 6.12, each of the parties
hereto irrevocably and unconditionally consents to the jurisdiction of
J.A.M.S./Endispute, Inc. to resolve all disputes, claims or controversies
arising out of or relating to this Warrant or the negotiation, breach, validity
or performance hereof, and further consents to the sole and exclusive
jurisdiction of the courts of Delaware for the purposes of enforcing the
arbitration provisions of Section 6.10 of this Warrant. Each party
further irrevocably waives any objection to proceeding before the Arbitrator
based upon lack of personal jurisdiction or to the laying of venue and further
irrevocably and unconditionally waives and agrees not to make a claim in any
court that arbitration before the Arbitrator has been brought in an
inconvenient forum. Each of the parties hereto hereby consents to service of
process by registered mail at the address to which notices are to be given.
Each of the parties hereto agrees that its or his submission to jurisdiction
and its or his consent to service of process by mail is made for the express
benefit of the other parties hereto. 


          6.12.
Remedies; Severability.
Notwithstanding Sections 6.10 and 6.11, it is specifically understood
and agreed that any breach of the provisions of this Warrant by any person
subject hereto will result in irreparable injury to the other parties hereto,
that the remedy at law alone will be an inadequate remedy for such breach, and
that, in addition to any other remedies which they may have, such other parties
may enforce their respective rights by actions for specific performance (to the
extent permitted by law). Whenever possible, each provision of this Warrant
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Warrant shall be deemed prohibited
or invalid under such applicable law, such provision shall be ineffective to
the extent of such prohibition or invalidity, and such prohibition or
invalidity shall not invalidate the remainder of such provision or the other
provisions of this Warrant. 


          6.13.
Integration.
This Warrant, including the exhibits referred to herein, constitute the entire
agreement and supersede all other prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof. 


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          6.14.
No Rights or Liabilities as Stockholder.
Except as expressly set forth herein, nothing contained in this Warrant shall
be construed as conferring upon Holder any rights as a stockholder of the
Company or as imposing any obligation on Holder to purchase any securities or
as imposing any liabilities on Holder as a stockholder of the Company, whether
such obligation or liabilities are asserted by the Company or creditors of the
Company. 


          6.15.
Waivers and Consents; Amendments. 


               (a)
For the purposes of this Warrant and all documents executed pursuant hereto, no
course of dealing between or among any of the parties hereto and no delay on
the part of any party hereto in exercising any rights hereunder or thereunder
shall operate as a waiver of the rights hereof or thereof. No covenant or
provision hereof may be waived otherwise than by a written instrument signed by
the party or parties so waiving such covenant or other provision contemplated
herein. 


               (b)
No amendment to this Warrant may be made without the written consent of the
Company and Holder. 


               (c)
Any actions required to be taken with respect to consents, approvals or waivers
required or contemplated to be given by Holder, shall require the consent,
approval or waiver, as applicable, of the Holder. 


          6.16.
Certain Definitions.
The following terms as used in this Warrant shall have the following meanings: 


               (a)
An “Affiliate” means any person
that directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with the first mentioned person. A
person shall be deemed to control another person if such first person possesses
directly or indirectly the power to direct, or cause the direction of, the
management and policies of the second person, whether through the ownership of
voting securities, by contract or otherwise. 


               (b)
“Business Day” means any day other
than a Saturday or a Sunday or a day on which commercial banking institutions
in New York City, New York are authorized or obligated by law or executive
order to be closed. Any reference to “days” (unless Business Days are
specified) shall mean calendar days. 


               (c)
“Certificate of Incorporation”
means the Company’s Certificate of Incorporation, as amended from time to time.


               (d)
“Code” means the Internal Revenue
Code of 1986, as amended.


               (e)
“Fair Market Value” means either
(i) the Market Price, if any, of a share of Series [A-1/A-2] Preferred Stock or
(ii) if no Market Price exists, the value (which shall not take into effect any
minority discounts) of a share of Series [A-1/A-2] Preferred Stock as
determined in good faith by the Board of Directors. 


10





               (f)
“Market Price” of any security
means the value determined in accordance with the following provisions: 


	
  

 	
  

 
	
  

 	
                (i)
 if such security is listed on a national securities exchange registered under
 the Exchange Act, a price equal to the average of the closing sales prices
 for such security on such exchange for each day during the twenty (20)
 consecutive trading days immediately preceding the date in question; and 

 
	
  

 	
  

 
	
  

 	
                (ii)
 not so listed, and such security is quoted on NASDAQ, a price equal to the average
 of the closing bid and asked prices for such security quoted on such system
 each day during the 20 consecutive trading days immediately preceding the
 date in question. 

 



          6.17.
Other Definitional Provisions. 


               (a)
Except as otherwise specified herein, all references herein: 


	
  

 	
  

 
	
  

 	
                (i)
 to any person other than the Company, shall be deemed to include such
 person’s successors and assigns; 

 
	
  

 	
  

 
	
  

 	
                (ii)
 to the Company shall be deemed to include the Company’s successors; and 

 
	
  

 	
  

 
	
  

 	
                (iii)
 to any applicable law defined or referred to herein, shall be deemed
 references to such applicable law as the same may have been or may be amended
 or supplemented from time to time. 

 



               (b)
When used in this Warrant, the words “herein”, “hereof’ and “hereunder”, and
words of similar import, shall refer to this Warrant as a whole and not to any
provision of this Warrant, and the words “Section” and “Exhibit” shall refer to
Sections of, and Exhibits to, this Warrant unless otherwise specified. 


               (c)
Whenever the context so requires the neuter gender includes the masculine or
feminine, and the singular number includes the plural, and vice versa.


11





               IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly
authorized as of the date first written above. 


	
  

 	
  

 	
  

 
	
  

 	
 GREEKTOWN
 SUPERHOLDINGS, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 






	
  

 	
  

 
	
 ATTEST:

 
	
  

 	
  

 
	
 By:

 	
  

 
	
  

 	

 


 
	
  

 	
 Name:

 
	
  

 	
 Title:

 









EXHIBIT A 

FORM OF EXERCISE NOTICE


[To be executed only upon exercise of Warrant
pursuant to Section 1.1(a)]


To: Greektown
Superholdings, Inc. 


          The
undersigned registered Holder of the within Warrant hereby irrevocably
exercises such Warrant for, and purchases thereunder, ____2 shares
of the Common Stock and herewith makes payment of $__________ therefor, and
requests that the certificates for such shares be issued in the name of, and
delivered to _____________________, whose address
is_____________________________________. 


	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Signature
 must conform in all respects to name of Holder as specified on the face of
 Warrant)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Street
 Address)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (City)          (State)          (Zip
 Code)

 






	
  

 	
  

 
	

 


 
	
 2

 	
 Insert here the number of
 shares called for on the face of this Warrant (or, in the case of a partial
 exercise, the portion thereof as to which this Warrant is being exercised),
 in either case without making any adjustment for any stock or other
 securities or property or cash which, pursuant to the adjustment provisions
 of this Warrant, may be delivered upon exercise. In the case of a partial
 exercise, a new Warrant or Warrants will be issued and delivered in
 accordance with the terms of the Warrant, representing the unexercised
 portion of the Warrant, to the Holder surrendering the Warrant. 

 









EXHIBIT B 

FORM OF EXCHANGE NOTICE


[To be executed only upon net exchange of the
Warrant pursuant to Section 1.1(b)]


To: Greektown
Superholdings, Inc. 


          The
undersigned registered Holder of the within Warrant hereby irrevocably
exchanges such Warrant with respect to _________3 shares of the
Common Stock which such Holder would be entitled to receive upon the exercise
hereof, and requests that the certificates for such shares be issued in the name
of, and delivered to _____________________, whose address is
_________________________. 


	
  

 	
  

 	
  

 	
  

 
	
 Dated:

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Signature
 must conform in all respects to name of Holder as specified on the face of
 Warrant 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Street
 Address)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (City)          (State)          (Zip
 Code)

 






	
  

 	
  

 
	

 


 
	
 3

 	
 Insert here
 the number of shares called for on the face of this Warrant (or, in the case
 of a partial exchange, the portion thereof as to which this Warrant is being
 exchanged), in either case without making any adjustment for any stock or
 other securities or property or cash which, pursuant to the adjustment
 provisions of this Warrant, may be delivered upon exchange. In the case of a
 partial exchange, a new Warrant or Warrants will be issued and delivered in
 accordance with the terms of the Warrant, representing the unexchanged
 portion of the Warrant, to the Holder surrendering the Warrant.