Exhibit 10.9


PURCHASE AND PUT AGREEMENT


MFC GLOBAL INVESTMENT MANAGEMENT (U.S.), LLC

101 HUNTINGTON AVENUE

BOSTON, MA 02199


OPPENHEIMER CHAMPION INCOME FUND 

OPPENHEIMER STRATEGIC INCOME FUND 

OPPENHEIMER STRATEGIC BOND FUND / VA

OPPENHEIMER HIGH INCOME FUND / VA

6803 SOUTH TUCSON WAY

CENTENNIAL, CO 80112


ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

7337 EAST DOUBLETREE RANCH ROAD

SCOTTSDALE, AZ 85258


BRIGADE CAPITAL MANAGEMENT 

399 PARK AVENUE, 16TH FLOOR

NEW YORK, NY 10022


SOLA LTD.

SOLUS CORE OPPORTUNITIES MASTER FUND LTD 

C/O SOLUS ALTERNATIVE ASSET MANAGEMENT LP

430 PARK AVENUE, 9TH FLOOR 

NEW YORK, NEW YORK 10022


NOVEMBER 2, 2009


Each
of the purchasers set forth on Schedule 1 hereto (each a “Purchaser”
and, collectively the “Purchasers”) have entered into
this Purchase and Put Agreement (together with the exhibits, schedules and
annexes hereto, this “Purchase Letter”) on November
2, 2009. As used herein, the term “Company”
shall mean Greektown Holdings, L.L.C. and its subsidiaries prior to emergence and
Greektown Holdings, L.L.C. and its subsidiaries as reorganized subsequent
thereto.  


Whereas, Greektown Holdings, L.L.C. and its
subsidiaries intend to restructure their capital structure pursuant to a plan
of reorganization filed in the United States Bankruptcy Court for the Eastern
District of Michigan in the chapter 11 cases of In re Greektown Holdings, L.L.C., et al., Case No. 08-53104 (the “Cases”), and  


Whereas, the Purchasers plan to propose and
file a Plan of Reorganization on substantially the terms described on Exhibit A hereto (as
amended, modified or supplemented from time to time with the prior consent of
the Purchasers, the “Plan”) which Plan and the
disclosure statement (as amended, modified or supplemented from time to time
with the prior consent of the Purchaser, the “Disclosure Statement”) in
connection with the Plan shall be consistent with this Purchase Letter, and 





Whereas, pursuant to
the Plan, Greektown Holdings, L.L.C., as reorganized, will issue on the effective
date of the Plan (the “Effective Date”) (a) an
aggregate principal amount of $400,000,000 of new senior secured notes (the “Senior Notes”),
as set forth in the Plan (the “Senior Notes Offering”), and
(b) either directly or through a new holding company, (i) 2,222,222 shares of
Series A Convertible Preferred Stock (the “New Preferred Stock”), as set
forth in the Plan (the “Preferred Stock
Offering”) and (ii) 140,000 shares of its newly issued
common stock (the “New Common Stock”), as set forth in the Plan, and



Whereas, MFC,
Oppenheimer and Brigade are currently holders of 10.75% Senior Unsecured Notes
due 2013 (the “Senior Unsecured Notes”) issued by the Company
and they along with Solus, on their behalf as Purchasers or on behalf of their
affiliates, severally and not jointly, intend to provide capital up to the
maximum amounts specified in Schedule 1
hereto with respect to each Purchaser, on the terms and subject to the
conditions set forth in this letter and the term sheet attached as Exhibit A hereto (the
“Term
Sheet”) to provide financing in connection with the Plan,
and  


Whereas, pursuant to
the Plan, each holder of allowed claims (each, a “Holder”) on
account of the Senior Unsecured Notes or its assignee shall receive, in
exchange for the extinguishment of allowed claims, its pro rata share based
upon the percentage of the outstanding aggregate principal amount of Senior
Unsecured Notes owned by such Holder of (a) 140,000 shares of the New Common
Stock, as set forth in the Plan and (b) pursuant to an election to be made in
conjunction with voting on the Plan (the “Rights Offering”), the freely
tradable right to purchase (each, a “Right” and, together, the “Rights”)
on the effective date of the Plan (the “Effective Date”) their pro rata
share, based upon the percentage of outstanding Senior Unsecured Notes owned by
such Holders, of 1,850,000 shares of New Preferred Stock, and 


Whereas, in
accordance with the terms and subject to the conditions set forth in this
Purchase Letter, the Purchasers are making a commitment to (a) purchase an
aggregate number of shares of the New Preferred Stock equal to the pro rata
share of the Rights Offering Amount, based upon the percentage of outstanding
Senior Unsecured Notes owned by each Purchaser (the “Allocated Amount”)
(b) provide a commitment from the Solus Entities (the “Solus Direct
Purchase Commitment”) to purchase 150,000 shares of the
New Preferred Stock (the “Solus Direct Purchase Commitment Amount”)
and (c) enter into a put agreement with respect to the Preferred Stock Offering
by committing to purchase a portion of the Rights Offering Amount of the Notes
not otherwise subscribed for in the Rights Offering by the Holders pursuant to
the exercise of the Rights on the Effective Date (the “Shortfall Amount”)
in the numbers and in the priority among the Purchasers specified on Schedule 1 hereto (each Purchasers’
Allocated Amount, Shortfall Amount and the Solus Direct Purchase Commitment
Amount, being collectively, its respective “Committed Amount”), and  


Whereas, in the
context of the Plan and the Cases, certain of the Purchasers are agreeing to
structure, arrange and commit to the purchase of debt securities issued and
guaranteed by certain of the Debtors in the form of super-priority secured
debtor-in-possession notes (“Senior DIP Notes”) offered in
an aggregate principal amount of up to $150,000,000 (the “Senior DIP Facility”) to be issued at
an agreed upon future date. This is in addition to the Purchasers’ separate
commitment set forth in that certain Junior DIP Commitment Letter for the
purchase of debt securities issued and guaranteed by certain of the Debtors in
the from of junior-priority secured debtor-in-possession notes offered in an
aggregate principal amount of $50,000,000 (the “Junior DIP Facility” and, together
with the Senior DIP Facility, the “DIP Facilities”) to refinance
the existing DIP Facility and for working capital purposes of the Company, and 


Whereas, the
transactions contemplated by the Plan, the Senior Notes Offering, the Preferred
Stock Offering, the DIP Facilities and this Purchase Letter are collectively
referred to as the “Transactions.” 


2





Capitalized
terms used but not defined herein and defined in the Term Sheet or any exhibit
hereto have the meanings assigned to them in the Term Sheet or such exhibit, 


Now,
therefore, for good and valuable consideration the Purchasers agree among
themselves as follows: 


          1.
The Purchase and Put Agreement/the DIP Facilities. 


                    (a)
Subject to the foregoing and subject to the terms and conditions set forth in
this Purchase Letter, each Purchaser hereby commits, directly or through one or
more of its affiliates, to purchase, severally but not jointly, up to its
Committed Amount of the New Preferred Stock offered in the Preferred Stock
Offering (the “Purchaser Preferred”). The aggregate commitment
in respect of the Purchaser Preferred described in this Section 1 shall be the
US Dollar amount required to purchase the Purchaser Preferred as determined
pursuant to the immediately preceding sentence and is referred to herein as the
“Purchase
and Put Agreement.” Notwithstanding anything provided for
herein, the Purchaser’s Purchase and Put Agreement shall in any case not exceed
the amount specified with respect to such Purchaser on Schedule 1 hereto.
The Purchase and Put Agreement of each Purchaser hereunder is several and not
joint and each Purchaser is acting in respect of its Purchase and Put Agreement
separately and independently from any other purchaser of the Purchaser
Preferred. 


                    (b)
The Purchase and Put Agreement and the other undertakings of the Purchaser
hereunder are subject to (i) preparation, execution and delivery of
documentation related to the Preferred Stock Offering and the other related
transactions contemplated by the Plan and the form of certificate of
incorporation and shareholders agreement that will govern the New Preferred
Stock, all acceptable to each Purchaser in its sole discretion and reflecting
the terms, conditions and capitalization outlined in this Purchase Letter (the “Definitive
Documentation”), (ii) the satisfaction of each of the
closing conditions set forth in this Purchase Letter (including, without
limitation, the payment of the fees and expenses set forth in Section 3 below)
and on the Exhibits hereto; and (iii) the occurrence of the Closing Date (as
defined in Exhibit A hereto) on
or before 5:00 pm New York City time on April 30, 2010 (such date, as the same
may be extended by the Purchasers in their sole discretion in writing, the “Purchase and Put
Agreement Expiration Date”).  


                    (c)
Each of the Purchasers set forth on Schedule 1 and identified thereon as making a
DIP Commitment (each, a “Senior DIP Commitment” and
collectively, the “Senior DIP Commitments”)
hereby confirms the arrangement under which the Purchasers, severally, not
jointly, agree to purchase the Senior DIP Notes on the terms and subject to the
conditions set forth in this Purchase Letter and as summarized on the Summary
of Terms and Conditions set forth as Exhibit E hereto (the “Senior DIP
Facility Term Sheet”). Notwithstanding anything provided
for herein, each Purchaser’s Senior DIP Commitment shall in any case not exceed
the amount specified with respect to such Purchaser on Schedule 1 hereto. The
Senior DIP Commitment of each Purchaser hereunder is several and not joint and
each Purchaser is acting in respect of its Senior DIP Commitment separately and
independently from any other Purchaser in respect thereof.  


                    (d)
The Senior DIP Commitments of the Purchasers and the other undertakings of the
Purchasers in respect thereof are subject to (i) preparation, execution and
delivery of documentation related to the Senior DIP Facility and the other
related transactions contemplated by the Plan, all acceptable to each Purchaser
in its sole discretion and reflecting the terms, conditions and capitalization
outlined in this Purchase Letter; (ii) compliance with normal and customary
closing conditions for credit facilities of this type, including the entry of
interim and final orders in form and substance satisfactory to the Purchasers
in their reasonable discretion; (iii) evidence that any receipt of interest and
original issue discount in connection with the Senior DIP Facility will not be
subject to any U.S. withholding taxes and an agreement stating that the Company
will not withhold on any such amounts (or that the Company will 


3





withhold and
pay the Purchasers an after-tax amount equal to the amount that the Purchasers
would have received had withholding not been required); and (iv) there not
having occurred a Material Adverse Effect (as defined in Exhibit B hereto).  


                    (e)
In consideration of the Purchase and Put Agreement, the Company will pay: (x)
to each Purchaser on the Closing Date its respective share of (i) the Cash Put
Premium and (ii) the Stock Put Premium, as such terms are defined on Exhibit A
hereto and as the Cash Put Premium and Stock Put Premium are allocated among
the Purchasers as specified on Exhibit A hereto.



                    (f) Those matters that are not covered or made clear in
this Purchase Letter are subject to mutual agreement of the parties. No party
has been authorized by us to make any oral or written statements that are
inconsistent with this Purchase Letter. 


          2.
New Preferred Stock, Liquidated Damages and Expenses. 


                    (a)
The Plan will provide that in the event that the Company or any of its
affiliates (collectively, the “Related Parties”) consummates
the transactions contemplated by the Plan without utilizing each Purchaser’s
Purchase and Put Agreement to complete such transactions, notwithstanding a
willingness on the part of such Purchaser to purchase the Purchaser Preferred
subject to the terms set forth in this Purchase Letter, or (ii) any Related
Party consummates any other similar transaction, liquidation or plan of
reorganization (any such transaction an “Alternate Transaction”) without
utilizing a portion of each Purchaser’s Purchase and Put Agreement to complete
such Alternate Transaction, the Purchasers shall, on a pro rata basis, be
entitled to receive as liquidated damages for the destruction of a capital
asset an amount equal to Thirty Million Dollars ($30,000,000) immediately upon
the confirmation by the bankruptcy court of the transactions contemplated by
the Plan or such Alternate Transaction. 


                    (c)
The Plan will provide that the Company will also pay all (i) out-of-pocket
costs and expenses of the Purchasers and their respective affiliates (including
all reasonable fees, expenses and disbursements of counsel, financial advisors
and consultants, including without limitation, Goldman, Sachs & Co.,
Goodwin Procter LLP and Lewis & Roca LLP) incurred in connection with the
Preferred Stock Offering and the DIP Facilities, including, without limitation
in connection with the preparation, execution and delivery of this Purchase
Letter, the Definitive Documentation, the purchase of the Purchaser Preferred,
the entry into the DIP Facilities and any amendment or waiver of any provision
of this Purchase Letter and (ii) out-of-pocket costs and expenses of the
Purchasers (including all reasonable fees, expenses and disbursements of
counsel, financial advisors and consultants, including without limitation,
Goldman, Sachs & Co., Goodwin Procter LLP and Lewis & Roca LLP),
including, without limitation, in connection with the enforcement or protection
of any of their rights and remedies under the Definitive Documentation. 


          3.
Indemnification. The Plan will provide that in consideration of the
Purchase and Put Agreement, the Senior DIP Commitments and other undertakings
of the Purchasers hereunder, and as a condition thereof, the Company will
provide to the Purchasers the indemnification and other matters contained in Exhibit C hereto, which is hereby
incorporated by reference in and made a part of this Purchase Letter.  


          4.
Confidentiality. Neither the existence of this Purchase Letter nor any
of the terms or substance hereof will be disclosed, directly or indirectly, to
any other person or entity except (a) as required by applicable law or
compulsory legal process, (b) to the Company’s officers, directors, employees,
attorneys, accountants and advisors on a confidential and need-to-know basis
and only in connection with the Transactions, (c) to the extent required in
motions, in form and substance satisfactory 


4





to us, to be
filed with the Bankruptcy Court, (d) as otherwise required pursuant to the Plan
or (e) with the consent of the Purchasers. 


          5.
Choice of Law; Jurisdiction; Waiver of Jury Trial. This Purchase Letter
will be governed by, and construed in accordance with, the laws of the State of
New York, including, without limitation, Section 5-1401 of the New York General
Obligations Law. To the fullest extent permitted by applicable law, the parties
hereto hereby irrevocably submit to the exclusive jurisdiction of any New York
State court or Federal court sitting in the County of New York in the Borough
of Manhattan in respect of any claim, suit, action or proceeding arising out of
or relating to the provisions of this Purchase Letter and irrevocably agree
that all claims in respect of any such claim, suit, action or proceeding may be
heard and determined in any such court and that service of process therein may
be made by certified mail, postage prepaid, to the address set forth for each
Purchaser on Schedule 1 hereto. The Purchasers party hereto hereby waive, to
the fullest extent permitted by applicable law, any objection that they may now
or hereafter have to the laying of venue of any such suit, action or proceeding
brought in any such court, and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
The Purchasers party hereto hereby waive, to the fullest extent permitted by
applicable law, any right to trial by jury with respect to any claim, suit,
action or proceeding arising out of or relating to this Purchase Letter, any of
the Transactions or any of the other transactions contemplated hereby or
thereby. The provisions of this Section 5 are intended to be effective upon the
execution of this Purchase Letter without any further action by any Purchaser
and the introduction of a true copy of this Purchase Letter into evidence shall
be conclusive and final evidence as to such matters. 


          6.
Miscellaneous. 


                    (a)
This Purchase Letter may be executed in one or more counterparts, each of which
will be deemed an original, but all of which taken together will constitute one
and the same instrument. Delivery of an executed signature page of this
Purchase Letter by facsimile, PDF, or other electronic transmission will be
effective as delivery of a manually executed counterpart hereof.


                    (b)
Any and all obligations of, and services to be provided by, the Purchasers
hereunder (including, without limitation, the Purchase and Put Agreement) may
be performed, and any and all of the Purchasers’ rights hereunder may be
exercised, by or through any of a Purchaser’s respective affiliates or
branches. 


                    (c)
This Purchase Letter has been and is made solely for the benefit of the parties
hereto, and their respective successors and assigns, and nothing in this
Purchase Letter, expressed or implied, is intended to confer or does confer on
any other person or entity any rights or remedies under or by reason of this
Purchase Letter or the parties’ agreements contained herein. 


                    (d)
This Purchase Letter sets forth the entire understanding of the parties hereto
as to the scope of the Purchase and Put Agreement and the other obligations of
the parties hereunder. This Purchase Letter supersedes all prior understandings
and proposals, whether written or oral, relating to the Preferred Stock
Offering, the Rights Offering or the related transactions contemplated hereby. 


                    (e)
Pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L.
107-56 (signed into law October 26, 2001) (the “Patriot Act”),
the Purchasers are required to obtain, verify and record information that
identifies the Company, which information includes the name, address, tax
identification number and other information regarding the Company that will
allow the Purchasers to identify the Company and the Guarantors in accordance
with the Patriot Act. This notice is given in accordance with the requirements
of the Patriot Act and is effective as to the Purchasers. 


5





         7.
Amendment; Waiver. This Purchase Letter may not be modified or amended
except in a writing duly executed by the parties hereto. No waiver by any party
of any breach of, or any provision of, this Purchase Letter shall be deemed a
waiver of any similar or any other breach or provision of this Purchase Letter
at the same or any prior or subsequent time. To be effective, a waiver must be
set forth in writing signed by the waiving party and must specifically refer to
this Purchase Letter and the breach or provision being waived. 


          8.
Surviving Provisions. Sections 2, 3, 4, 5 and 6(b) and (c) shall remain
in full force and effect regardless of whether the Definitive Documentation
shall be executed and delivered and notwithstanding the termination of this
Purchase Letter. 


          10.
Termination. Except with respect to any provision that expressly
survives pursuant to Section 8 hereof, this Purchase Letter will terminate
automatically on the earliest of (i) the closing of the Preferred Stock
Offering, (ii) the Purchase and Put Agreement Expiration Date and (iii) the
date upon which any termination event set forth on Exhibit D hereto
shall have occurred.


 [Remainder of page
intentionally blank]


6






          In
witness whereof, the parties have executed this agreement on the day first
above written.


	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK TRUST STRATEGIC INCOME TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK HIGH YIELD FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK TRUST HIGH INCOME TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 


Signature page to the Purchase Letter









	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II HIGH INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK INCOME SECURITIES TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK INVESTORS TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS III LEVERAGED COMPANIES FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II ACTIVE BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 


Signature page to the Purchase Letter









	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS TRUST ACTIVE BOND TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND U.S. BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE
GLOBAL FUND U.S. HIGH YIELD FUND 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE
GLOBAL FUND STRATEGIC INCOME 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MIL
STRATEGIC INCOME FUND 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 


Signature page to the Purchase Letter









	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER CHAMPION INCOME FUND

 
	
  

 	
 By:
Oppenheimer Funds, Inc. as investment advisor thereto 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER STRATEGIC INCOME FUND

 
	
  

 	
 By:
Oppenheimer Funds, Inc. as investment advisor thereto 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER STRATEGIC BOND FUND / VA

 
	
  

 	
 By:
Oppenheimer Funds, Inc. as investment advisor thereto 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER HIGH INCOME FUND / VA

 
	
  

 	
 By: Oppenheimer
Funds, Inc. as investment advisor thereto 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 


Signature page to the Purchase Letter









	
  

 	
  

 	
  

 
	
  

 	
 ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

 
	
  

 	
 By:
Oppenheimer Funds, Inc. as investment advisor thereto 

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 


Signature page to the Purchase Letter









	
  

 	
  

 	
  

 
	
  

 	
 BRIGADE CAPITAL MANAGEMENT

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Don
 Morgan

 
	
  

 	
  

 	
 Title:
 Managing Partner

 


Signature page to the Purchase Letter









	
  

 	
  

 	
  

 
	
  

 	
 SOLA LTD

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Christopher Pucillo

 
	
  

 	
  

 	
 Title:
 Director

 
	
  

 	
  

 	
  

 
	
  

 	
 SOLUS CORE OPPORTUNITIES MASTER FUND LTD

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Christopher Pucillo

 
	
  

 	
  

 	
 Title:
 Director

 


Signature page to the Purchase Letter






SCHEDULE 1 TO PURCHASE LETTER


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Purchaser

 	
  

 	
 New Preferred Stock Allocated

 Amount

 	
  

 	
 Senior DIP Commitment

 	
  

 
	

 


 	
  

 	
 

 	

 


 	
  

 	
 

 	

 


 	
  

 
	
 John Hancock

 Strategic Income Fund

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 11,145,973.00

 	
  

 	
 $

 	
 8,757,550.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Trust

 Strategic Income Trust

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 4,481,175.00

 	
  

 	
 $

 	
 3,520,923.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds II

 Strategic Income Fund

 c/o MFC Global

 Investment
Management
 (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 4,050,779.00

 	
  

 	
 $

 	
 3,182,755.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 High

 Yield Fund

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 23,751,492.00

 	
  

 	
 $

 	
 18,661,888.00

 	
  

 


S-1









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Trust

 High Income Trust

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 10,657,347.00

 	
  

 	
 $

 	
 8,373,630.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds II

 High Income Fund

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 9,720,605.00

 	
  

 	
 $

 	
 7,637,618.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Bond

 Fund

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 1,481,066.00

 	
  

 	
 $

 	
 1,163,695.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Income

 Securities Trust

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 1,284,857.00

 	
  

 	
 $

 	
 1,009,531.00

 	
  

 


S-2









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock

 Investors Trust

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 1,265,869.00

 	
  

 	
 $

 	
 994,611.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds

 III Leveraged

 Companies Fund

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 91,143.00

 	
  

 	
 $

 	
 71,612.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds II

 Active Bond Fund

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 278,491.00

 	
  

 	
 $

 	
 218,814.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds

 Trust Active Bond

 Trust

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 1,373,467.00

 	
  

 	
 $

 	
 1,079,153.00

 	
  

 


S-3









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Manulife
 Global Fund

 U.S. Bond Fund

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 63,293.00

 	
  

 	
 $

 	
 49,730.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Manulife
 Global Fund

 U.S. High Yield Fund

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 246,844.00

 	
  

 	
 $

 	
 193,949.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Manulife
 Global Fund

 Strategic Income

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 53,166.00

 	
  

 	
 $

 	
 41,773.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MIL
 Strategic Income

 Fund

 c/o MFC Global

 Investment

 Management (U.S.),

 LLC

 101 Huntington

 Avenue

 Boston, MA 02199

 	
  

 	
 $

 	
 54,432.00

 	
  

 	
 $

 	
 42,768.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oppenheimer

 Champion Income

 Fund

 6803 South Tucson

 Way

 Centennial, CO 80112

 	
  

 	
 $

 	
 5,708,474.27

 	
  

 	
 $

 	
 None

 	
  

 


S-4









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oppenheimer
 Strategic

 Income Fund

 6803 South Tucson

 Way

 Centennial, CO 80112

 	
  

 	
 $

 	
 15,460,736.81

 	
  

 	
  

 	
 None

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oppenheimer
 Strategic

 Bond Fund / VA

 6803 South Tucson

 Way

 Centennial, CO 80112



 	
  

 	
 $

 	
 6,252,856.75

 	
  

 	
  

 	
 None

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oppenheimer
 High

 Income Fund / VA

 6803 South Tucson

 Way

 Centennial, CO 80112

 	
  

 	
 $

 	
 1,583,782.80

 	
  

 	
  

 	
 None

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ING
 Oppenheimer

 Strategic Income

 Portfolio

 7337 East Doubletree

 Ranch Road

 Scottsdale, AZ 85258

 	
  

 	
 $

 	
 994,149.37

 	
  

 	
  

 	
 None

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Brigade
 Capital

 Management

 399 Park Avenue, 16th

 Floor

 New York, NY 10022

 Telephone: 212-745-9700

 	
  

 	
 $

 	
 50,000,000.00

 	
  

 	
 $

 	
 60,000,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sola Ltd.

 c/o Solus Alternative

 Asset Management LP

 430 Park Avenue, 9th

 Floor

 New York, New York 10022

 



 	
  

 	
 $

 	
 40,000,000.00

 	
  

 	
 $

 	
 28,000,000.00

 	
  

 



S-5









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Solus Core

 Opportunities Master

 Fund Ltd

 c/o Solus Alternative

 Asset Management LP

 430 Park Avenue, 9th

 Floor

 New York, New York

 10022



 	
  

 	
 $

 	
 10,000,000.00

 	
  

 	
 $

 	
 7,000,000.00

 	
  

 



Waterfall for allocating the New Preferred
Stock 


Direct Purchase:
Independent of the Rights Offering, Solus will purchase the Solus Direct
Purchase Commitment Amount. 


Rights Offering:


First tier: Each Put
Party will commit to purchase its entire pro-rata allocation of the Rights
Offering. Second Tier: Thereafter, each of Solus and Brigade shall purchase New
Preferred Stock not otherwise subscribed for in the Rights Offering in the
following percentage amounts Solus 62.5% and Brigade 37.5% - until such time as
Solus and Brigade have purchased Series A Preferred Stock in the second tier
with an aggregate purchase price of Eight Million Dollars ($8,000,000).


Third Tier:
Thereafter, each of MFC, the Oppenheimer Parties (on a several and not joint
basis), Brigade and Solus shall purchase New Preferred Stock not otherwise
subscribed for in the Rights Offering in the following percentage amounts MFC
35%, the Oppenheimer Parties 15% (on a several and not joint basis), Brigade
25% and Solus 25% - until such time as each of the Put Parties has purchased
its Preferred Stock Allocated Amount. 


Each Put Party
shall be limited to its New Preferred Stock Allocated Amount and there shall be
no over subscription right or obligation with respect to the New Preferred
Stock. Allocations among the MFC entities, Oppenheimer entities, Brigade
entities and Solus entities in each tier shall be in proportion to their New
Preferred Stock Allocated Amounts. 


S-6






EXHIBIT A TO PURCHASE LETTER


OUTLINE OF POTENTIAL RESTRUCTURING TERMS 


November 2, 2009


This term
sheet describes certain material terms of a financial restructuring of
Greektown Holdings, L.L.C. and certain of its affiliates. This term sheet is
non-binding and subject to negotiation of definitive documents. Until publicly
disclosed with the prior written consent of each of the Holders (as defined
below), this term sheet and the information contained herein is strictly
confidential and may not be shared with any person. 


As used herein
the following defined terms have the meanings set forth below: 


	
  

 	
  

 
	
  

 	
 “Closing
 Date” means the effective date of the Plan. 

 
	
  

 	
  

 
	
  

 	
 “Debtors”
 means collectively Greektown Holdings, L.L.C., Greektown Casino, L.L.C.,
 Kewadin Greektown Casino, L.L.C., Monroe Partners, L.L.C., Greektown Holdings
 II, Inc., Contract Builders Corporation, Realty Equity Company Inc. and
 Trappers GC Partner, LLC. 

 
	
  

 	
  

 
	
  

 	
 “DIP
 Facility” means that certain Amended and Restated Senior Secured
 Superpriority Debtor in Possession Credit Agreement dated February 20, 2009
 by and the Debtors, the agents thereunder, the lenders thereunder and other
 parties, as amended, supplemented, or otherwise modified from time to time,
 or alternative DIP Facilities provided by the Purchasers pursuant to the DIP
 Commitments and all documents executed in relation thereto or in connection
 therewith. 

 
	
  

 	
  

 
	
  

 	
 “General
 Unsecured Claims” means allowed general unsecured claims of the Debtors,
 but excluding (i) claims on account of the DIP Facility, (ii) claims on
 account of the Senior Credit Facility, (iii) claims on account of the Senior
 Unsecured Notes and (iv) Trade Claims. 

 
	
  

 	
  

 
	
  

 	
 “Holders”
 means John Hancock Strategic Income Fund (“JHF Strategic Income”),
 John Hancock Trust Strategic Income Trust (“JHT Strategic Income”),
 John Hancock Funds II Strategic Income Fund (“JHF Strategic Income II”),
 John Hancock High Yield Fund (“JHF High Yield”), John Hancock Trust
 High Income Trust (“JHT High Income”), John Hancock Funds II High
 Income Fund (“JHF II High Income”), John Hancock Bond Fund (“JHF
 Bond”), John Hancock Income Securities Trust (“JHT Income
 Securities”), John Hancock Investors Trust (“JHT Investors”), John
 Hancock Funds III Leveraged Companies Fund (“JHF III Leveraged Companies”),
 John Hancock Funds II Active Bond Fund (“JHF II Active Bond”), John
 Hancock Funds Trust Active Bond Trust (“JHT Active Bond”), Manulife
 Global Fund U.S. Bond Fund (“Manulife Bond”), Manulife Global Fund
 U.S. High Yield Fund (“Manulife High Yield”), Manulife Global Fund
 Strategic Income (“Manulife Strategic Income”), MIL Strategic Income
 Fund (“MIL” and, together with JHF Strategic Income, JHT Strategic
 Income, JHF Strategic Income II, JHF High Yield, JHT High Income, JHF II High
 Income, JHF Bond, JHT Income Securities, JHT Investors, JHF III Leveraged
 Companies, JHF II Active Bond, JHT Active Bond, Manulife Bond, Manulife High
 Yield, and Manulife Strategic Income, collectively, “MFC”),
 Oppenheimer Champion Income Fund (“Oppenheimer Champion”), Oppenheimer
 Strategic Income Fund (“Oppenheimer Strategic Income”), Oppenheimer
 Strategic Bond Fund / VA (“Oppenheimer Strategic Bond”), Oppenheimer
 High Income Fund / VA (“Oppenheimer High Income”) and ING Oppenheimer
 Strategic Income Portfolio (“ING Oppenheimer” and, together with
 Oppenheimer Champion, Oppenheimer Strategic Income, Oppenheimer Strategic
 Bond and Oppenheimer High Income, 

 


A-1









	
  

 	
  

 
	
  

 	
 collectively,
 “Oppenheimer”) and Brigade Capital Management (“Brigade”),
 holders or beneficial owners of approximately $94 million aggregate principal
 amount of the Senior Unsecured Notes. 

 
	
  

 	
  

 
	
  

 	
 “Holdings”
 means Greektown Holdings, L.L.C. 

 
	
  

 	
  

 
	
  

 	
 “Put
 Parties” means collectively the Holders and Sola Ltd. (“Sola”) and
 Solus Core Opportunities Master Fund Ltd (“SCOMF” and, together with Sola,
 collectively, “Solus”). 

 
	
  

 	
  

 
	
  

 	
 “Reorganized
 Debtors” means the Debtors as reorganized. 

 
	
  

 	
  

 
	
  

 	
 “Reorganized
 Greektown” means Holdings as reorganized. 

 
	
  

 	
  

 
	
  

 	
 “Senior
 Credit Facility” means the Credit Agreement dated as of December 2, 2005,
 as amended by the First Amendment to Credit Agreement dated as of April 13,
 2007 and the Limited Duration Waiver Agreement dated as of March 28, 2008. 

 
	
  

 	
  

 
	
  

 	
 “Senior
 Unsecured Notes” means the 10.75% Senior Unsecured Notes due 2013 issued
 by Holdings and Greektown Holdings II, Inc. 

 
	
  

 	
  

 
	
  

 	
 “Trade
 Claims” means claims held by a person who (i) is a creditor of the
 Debtors on account of goods or services provided to the Debtors prior to the
 Petition Date, and (ii) will continue to supply goods or services to the
 Reorganized Debtors. 

 
	
  

 	
  

 
	
  

 	
 “Trade
 Distribution Fund” means $4,500,000 to be funded through the Reorganized
 Debtors’ operations, or otherwise. 

 
	
  

 	
  

 
	
  

 	
 “Unsecured
 Distribution Fund” means $300,000 in cash to be funded though Reorganized
 Greektown’s operations, or otherwise. 

 



The Debtors
shall restructure their capital structure through a joint chapter 11 plan of
reorganization (as amended, modified or supplemented from time to time with the
prior consent of each of the Holders, the “Plan”) agreed to by each of
the Holders filed with the United States Bankruptcy Court (the “Bankruptcy
Court”) in cases (the “Chapter 11 Cases”) to be confirmed and
consummated in the voluntary cases that were commenced by the Debtors on May
28, 2008 (the “Petition Date”), under chapter 11 of Title 11 of the
United States Code (11 U.S.C. §§ 101 et seq. (as amended, the “Bankruptcy
Code”)) which Plan and the disclosure statement (as amended, modified or
supplemented from time to time with the prior consent of each of the Holders,
the “Disclosure Statement”) in connection with the Plan shall be
consistent with this non-binding term sheet.  


Treatment of Claims and Interests under the
Plan


	
  

 	
  

 	
  

 
	
 DIP
 Financing Claims

 	
  

 	
 Allowed
 claims under the DIP Facility shall be repaid in cash in full.

 
	
  

 	
  

 	
  

 
	
 Senior
 Credit Facility Claims

 	
  

 	
 The allowed
 claims arising from the Senior Credit Facility shall be satisfied in cash in
 an amount equal to the aggregate par plus accrued interest on their allowed
 claims, in full satisfaction of all allowed claims (including, without limitation,
 all claims on account of adequate protection in the chapter 11 cases).

 


A-2









	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Senior
 Unsecured Notes Claims

 	
  

 	
 Holders of
 allowed claims on account of the Senior Unsecured Notes shall receive (a) One
 Hundred Forty Thousand (140,000) shares of one or more classes of newly
 issued common stock of the issuer of the New Common Stock (the “New Common
 Stock”) (which will represent approximately 6% of the New Common Stock
 assuming conversion of the Series A Preferred Stock (as defined below) on the
 Effective Date) and (b) Rights (as defined below) to subscribe for their pro
 rata portion of One Million Eight Hundred Fifty Thousand (1,850,000) shares
 of one or more classes of newly issued convertible preferred stock of issuer
 of the New Preferred Stock each share of which will be convertible initially
 into one share of New Common Stock (the “New Preferred Stock” or the “Series
 A Preferred Stock”) (which will represent approximately 78% of the New
 Common Stock assuming Conversion of all of the Series A Preferred Stock on
 the Effective Date). To enable the Holders of allowed Claims and the Put
 Parties to avoid being licensed or qualified by the Michigan Gaming Control
 Board or any other reason, the Holders may elect in their sole discretion to
 (i) purchase different classes of voting or restricted or reduced voting
 shares having equivalent economic rights or (ii) purchase warrants to
 purchase the New Common Stock and/or New Preferred Stock at the purchase
 price of $.01/share.

 
	
  

 	
  

 	
  

 
	
 Trade Claims
 Interest

 	
  

 	
 Holders of
 allowed Trade Claims would receive their pro rata share of the Trade
 Distribution Fund and an interest in a litigation trust holding the debtors’
 causes of action, including avoidance actions (the “Litigation Trust”).

 
	
  

 	
  

 	
  

 
	
 General
 Unsecured Claims Against Greektown Casino, L.L.C.

 	
  

 	
 Holders of
 allowed General Unsecured Claims against Greektown Casino, L.L.C. shall
 receive their pro rata share of the Unsecured Distribution Fund and an
 interest in the Litigation Trust.

 
	
  

 	
  

 	
  

 
	
 General
 Unsecured Claims Against Holdings

 	
  

 	
 Holders of
 allowed General Unsecured Claims against Holdings shall receive an interest
 in the Litigation Trust.

 
	
  

 	
  

 	
  

 
	
 Holdings
 Equity Interest

 	
  

 	
 Holders of
 existing equity interests in Holdings shall be discharged and cancelled.

 
	
  

 	
  

 	
  

 
	
 Certain Additional Provisions

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 Exit
 Financing

 	
  

 	
 Exit
 financing comprised of a revolving credit facility, senior secured notes and
 New Preferred Stock (the “Exit Financing”), shall be made available to
 the Reorganized Debtors by investors on terms and conditions acceptable to
 the Reorganized Debtors and each of the Holders.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 New Revolving Credit Facility:

 


A-3









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Borrower:
 Reorganized Greektown

 
	
  

 
	
  

 	
  

 	
  

 	
 Guarantors:
 All Subsidiaries

 
	
  

 
	
  

 	
  

 	
  

 	
 Facility
 Amount: $30,000,000

 
	
  

 
	
  

 	
  

 	
  

 	
 Collateral:
 First lien all assets

 
	
  

 
	
  

 	
  

 	
  

 	
 Drawings on
 Effective Date: Undrawn

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 New Senior Secured Notes:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Borrower:
 Reorganized Greektown

 
	
  

 
	
  

 	
  

 	
  

 	
 Guarantors:
 All Subsidiaries

 
	
  

 
	
  

 	
  

 	
  

 	
 Principal
 Amount: $400,000,000

 
	
  

 
	
  

 	
  

 	
  

 	
 Interest
 Rate: Market Rate, paid in cash.

 
	
  

 
	
  

 	
  

 	
  

 	
 Maturity:
 Eight years after issuance.

 
	
  

 
	
  

 	
  

 	
  

 	
 Mandatory
 Payments: To be agreed percentage of Excess Cash
 Flow (to be defined in the loan documentation) shall be applied to the
 prepayment of New Senior Secured Notes.

 
	
  

 
	
  

 	
  

 	
  

 	
 Collateral:
 Second Lien on all assets

 
	
  

 
	
  

 	
  

 	
  

 	
 Covenants:
 Standard high yield incurrence-based covenants, including, but not limited
 to, limitations on (i) additional indebtedness, (ii) permitted liens, (iii)
 restricted payments, (iv) transactions with affiliates, (v) asset sales and
 (vi) investments.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 New Preferred Stock:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Issuer:
 The issuer is to be determined as contemplated by the Purchase and Put
 Agreement (the “Issuer of the New Preferred”)

 
	
  

 
	
  

 	
  

 	
  

 	
 Number of
 Shares Sold: 2,000,000 

 
	
  

 
	
  

 	
  

 	
  

 	
 Purchase
 Price/Liquidation Preference: $100 per share of New
 Preferred Stock

 
	
  

 
	
  

 	
  

 	
  

 	
 Conversion:
The New Preferred Stock initially converts 1: 1 to New Common Stock at any
time at the option of holder, subject to customary anti-dilution adjustments.


Liquidation Preference: In the event of a liquidation or deemed liquidation
of Issuer of the New Preferred the holders of the New Preferred will be
entitled to receive prior to any distribution to the holders of New Common
Stock or any other equity security issued by Issuer of the New Preferred the
greater of (i) the aggregate Purchase Price/Liquidation Preference plus the
amount of any accrued but unpaid dividends or (ii) the aggregate amount that
the holders of the New Preferred would have been entitled to receive pursuant
to such liquidation or deemed liquidation if all of the Series A Preferred
had been converted to New Common Stock immediately prior thereto. 

 
	
  

 
	
  

 	
  

 	
  

 	
 Return
 Feature: The New Preferred Stock will be entitled to
 a cumulative dividend payable in cash at the

 


A-4









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 annual rate
 of 7.5% of the Liquidation Preference plus the amount of any accrued but
 unpaid dividends; provided, however, that such dividend may accrue at the
 option of the Issuer of the New Preferred. In addition, the New Preferred
 Stock will participate in all distributions to the New Common Stock as if it
 had been converted to the New Common Stock. 

 
	
  

 
	
  

 	
  

 	
  

 	
 Voting
 Rights. Shares of New Preferred Stock may be issued
 with restricted or reduced voting rights.

 
	
  

 	
  

 	
  

 	
  

 
	
 Rights
 Offering and Solus Direct Purchase Commitment

 	
  

 	
  

 	
 Rights
 Offering. Pursuant to an election to be made in
 conjunction with voting on the Plan (the “Rights Offering”), the
 holders of the Senior Unsecured Notes shall have the right to purchase (each,
 a “Preferred Right” and, together the “Rights”) on the
 effective date of the Plan their pro rata share of One Million Eight Hundred
 Fifty Thousand (1,850,000,) shares of the New Preferred Stock at a purchase
 price of $100 per share (the “Preferred Rights Offering Price”). The
 Rights will be freely tradable.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Put
 Agreement. In accordance with the terms and subject
 to the conditions of the purchase and put agreement to which this term sheet
 is attached as Exhibit A (the “Put Agreement”), the Put Parties shall
 enter into a Put Agreement with the Issuer of the New Preferred Stock under
 which they commit (the “Put Agreement Commitment”) to purchase
 at the Preferred Rights Offering Price, the aggregate principal amount of New
 Preferred Stock not otherwise subscribed for in the Rights Offering, the
 allocation of which shall be as set forth on Exhibit A hereof.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Put Premium.
 In exchange for entering into the Put Agreement, the Put Parties shall
 receive a put premium in the aggregate equal to (i) Ten Million Dollars
 ($10,000,000) (the “Cash Put Premium”) and (ii) Two Hundred Twenty Two
 Thousand Two Hundred Twenty Two (222,222) shares of New Preferred Stock (the
 “Stock Put Premium); provided, however, that the Put Parties reserve
 the right to accept an additional One Hundred Eleven Thousand (111,111)
 shares of New Preferred Stock in lieu of the Cash Put Premium. The Cash Put
 Premium and the Stock Put Premium shall be allocated 35% to MFC, 15% to
 Oppenheimer, 25% to Brigade and 25% to Solus.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Solus Direct
 Purchase Commitment. In accordance with the terms
 and subject to the conditions of the purchase

 


A-5









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 and put
 agreement to which this term sheet is attached as Exhibit A (the “Put
 Agreement”), Solus shall purchase 150,000 shares of the New Preferred
 Stock.

 
	
  

 	
  

 	
  

 	
  

 
	
 Dilutive
 Share Allocation for Management Shares

 	
  

 	
 The New
 Preferred Stock and New Common Stock may be subject to dilution for shares
 issued to offers and/or directors pursuant to a management incentive plan.

 
	
  

 	
  

 	
  

 	
  

 
	
 ‘34 Act
 Registration

 	
  

 	
 The Issuer
 of the New Preferred Stock and the New Common Stock will file a registration
 statement on Form 10 and continue to maintain its status as a ‘34 Act
 reporting company after the effective date.

 
	
  

 	
  

 	
  

 	
  

 
	
 Trading

 	
  

 	
 Newly-issued
 common stock of Reorganized Greektown to be freely-tradable pursuant to
 section 1145 of the Bankruptcy Code.

 
	
  

 	
  

 	
  

 	
  

 
	
 Tax Matters

 	
  

 	
 Any
 cancellation of indebtedness income and any other income or gain realized in
 connection with, or through the effective date of, the Plan will be realized
 by Holdings and its Subsidiaries while Holdings is treated as a partnership
 for U.S. federal income tax purposes and will be allocated solely to members
 of Holdings that were members immediately prior to the effective date of the
 Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The Issuer
 of the New Preferred will elect to be taxed as either a partnership or an
 association taxable as a corporation for U.S. federal income tax purposes and
 shall determine the effective date of such election in the sole discretion of
 the Put Parties. All relevant parties will cooperate with the Issuer of the
 New Preferred and the Put Parties in connection with such election. In the
 event the Issuer of the New Preferred is treated as a partnership for U.S.
 federal income tax purposes, each Put Party shall have the right to
 contribute its interests in the Senior Unsecured Notes to one or more
 entities taxable as a corporation for U.S. federal income tax purposes prior
 to the effectiveness of the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If the
 Issuer of the New Preferred is treated as a partnership for U.S. federal
 income tax purposes:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 The Issuer of the New Preferred and the other members of the Issuer of the
 New Preferred shall not treat any of the rights of the holders of New
 Preferred Stock as giving rise to any guaranteed payments within the meaning
 of Section 707(c) of the Code, and in applying the allocation provisions of
 the LLC Agreement of the Issuer of the New Preferred, the rights of the
 members holding New Preferred Stock with respect to the preferred return on
 such New Preferred Stock shall be treated as a priority right to net profits,
 if any, of the Issuer of the New Preferred.

 


A-6









	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     (ii)
 The Issuer of the New Preferred shall make quarterly tax distributions to its
 members.

 
	
  

 	
  

 	
  

 
	
 Management

 	
  

 	
 The senior
 management and directors of Reorganized Greektown shall be chosen by the Holders
 subject to the reasonable approval of the other Put Parties in consultation
 with the Official Committee of Unsecured Creditors and consistent with
 applicable regulatory requirements.

 


A-7






EXHIBIT
A


Commitment
Waterfall


Waterfall for allocating the New Preferred Stock


Direct Purchase: Independent of the Rights Offering, Solus will purchase the Solus
Direct Purchase Commitment Amount. 


Rights Offering: 


First tier: Each Put Party will commit to purchase its entire pro-rata allocation
of the Rights Offering. 


Second Tier: Thereafter, each of Solus and Brigade shall purchase New Preferred
Stock not otherwise subscribed for in the Rights Offering in the following
percentage amounts – Solus 62.5% and Brigade 37.5% - until such time as Solus
and Brigade have purchased Series A Preferred Stock in the second tier with an
aggregate purchase price of Eight Million Dollars ($8,000,000). 


Third Tier: Thereafter, each of MFC, the Oppenheimer Parties (on a several and not
joint basis), Brigade and Solus shall purchase New Preferred Stock not
otherwise subscribed for in the Rights Offering in the following percentage
amounts – MFC 35%, the Oppenheimer Parties 15% (on a several and not joint
basis), Brigade 25% and Solus 25% - until such time as each of the Put Parties
has purchased its Preferred Stock Allocated Amount. 


Each Put Party shall be
limited to its New Preferred Stock Allocated Amount and there shall be no over
subscription right or obligation with respect to the New Preferred Stock.
Allocations among the MFC entities, Oppenheimer entities, Brigade entities and
Solus entities in each tier shall be in proportion to their New Preferred Stock
Allocated Amounts. 


A-8





EXHIBIT B TO PURCHASE LETTER


                    Capitalized terms used but not defined herein have
the meanings assigned to them in the Purchase Letter to which this Exhibit B is attached and of which it forms
a part. The effectiveness of the Definitive Documentation and the closing of
the Preferred Stock Offering will be subject to the conditions set forth in
this Exhibit B to the Purchase
Letter.


          1. Concurrent Financings. The Company shall have received commitments to
purchase Senior Notes in the aggregate principal amount of $400.0 million, and
the Issuer shall have issued Senior Notes with an aggregate principal amount of
no less than $400.0 million. Each of the Put Parties shall have funded its
respective Put Agreement Commitment. The Purchaser Preferred shall have been
issued and all documentation in respect of the Purchaser Preferred shall be in
form and substance satisfactory to the Purchasers in their sole discretion. All
documentation in respect of the New Revolving Credit Facility (described on
Exhibit A hereto) shall be in form and substance satisfactory to the Purchasers
in their sole discretion and the New Revolving Credit Facility shall have
become effective in accordance with its terms. 


          2. Absence of Defaults. There shall not exist any default or event of default
under the Definitive Documentation, in each case before and after giving effect
to the initial extension of credit thereunder. 


          3. Discharge of Existing Debt. After giving effect to the Transactions, the
Company and its subsidiaries shall have outstanding no indebtedness or
preferred stock (or direct or indirect guarantee or other credit support in
respect thereof), other than (i) indebtedness under the New Revolving Credit
Facility, (ii) the $400.0 million of indebtedness under the Senior Notes, (iii)
2,222,222 shares of the New Preferred Stock and other indebtedness contemplated
permitted under the Plan and on terms and conditions satisfactory to the
Purchasers in their reasonable discretion. 


          4. Fees and Expenses. All fees and expenses (including reasonable fees and
expenses of counsel) required to be paid to the Purchasers on or before the
Closing Date shall have been paid in full. 


          5. Plan. The Bankruptcy Court shall have entered a Confirmation Order, in
form and substance satisfactory to the Purchasers in its their sole discretion,
which order shall approve the Plan, which shall be in form and substance
satisfactory to the Purchasers in their reasonable discretion. 


          7. Emergence from Bankruptcy. All motions, orders and other documents to be
filed with and submitted to the Bankruptcy Court in connection with the
Company’s emergence from bankruptcy shall be in form and substance satisfactory
to the Purchasers in their reasonable discretion. 


          8. Consents. All consents and approvals of the board of directors,
shareholders, governmental entities and other applicable third parties
necessary in connection with the Company’s emergence from bankruptcy and the
Transactions shall have been obtained. 


          9. Litigation. There shall not exist any action, suit, investigation,
litigation or proceeding pending in any court (or threatened) or before any
governmental, administrative or regulatory agency or authority, domestic or
foreign (other than the Cases), that could reasonably be expected to delay,
restrict, prevent, or impose materially adverse conditions on any of the
Transactions. 


B-1





          10. Definitive Documentation; Customary Closing Documents. All documents
required to be delivered under the Definitive Documentation, including
customary legal opinions, corporate records, lien searches, collateral audits,
appraisals, mortgages and documents evidencing the perfection of the applicable
liens, insurance certificates, and officers’ certificates (including, without
limitation, a solvency certificate of the Company’s chief financial officer as
to the solvency of the Company and its subsidiaries, taken as a whole, after
giving effect to the Plan) and documents from public officials shall have been
delivered in customary form. Without limiting the foregoing, the Company shall
have delivered all documentation and other information required by regulatory
authorities under applicable “know-your-customer” and anti-money laundering
rules and regulations, including the Patriot Act. 


          13. Compliance with Law. The Preferred Stock Offering shall be in compliance
with or exempt from all applicable federal and state securities laws. 


          14. Regulatory Compliance. The ownership structure, capitalization and
management of the Company shall have been approved by the Michigan Gaming
Control Board, no Purchaser shall be required to be licensed or qualified by
the Michigan Gaming Control Board unless such Purchaser elects to be so
licensed or qualified in its sole discretion and all other approvals and
consents of the Michigan Gaming Control Board shall have been obtained. The
Company shall have provided evidence confirming the continued effectiveness of
the gaming and liquor licenses and legal authority to conduct gaming from the
Michigan Gaming Control Board and the City of Detroit. 


          15. Tax Matters. The tax reduction contemplated by Michigan Compiled Laws
432.212(7) shall have been effective. 


          16. Management Agreement. The Company shall have entered into a management
agreement with a management company which is acceptable to the Purchasers in
their sole discretion on terms and conditions which shall be in form and
substance satisfactory to the Purchasers in their sole discretion. 


          17. Material Adverse Change. No changes, occurrences or developments shall
have occurred, since the date hereof, that either individually or in the
aggregate, could reasonably be expected to (A) have a material adverse effect
on the business, assets, properties, liabilities (actual or contingent),
operations, condition (financial or otherwise) or prospects of the Company and
its subsidiaries, taken as a whole, (B) adversely affect the ability of the
Company or any of its subsidiaries to perform their respective obligations
under the applicable Definitive Documentation or (C) adversely affect the
rights and remedies of the Purchasers under the applicable Definitive
Documentation (collectively, a “Material Adverse Effect”). 


B-2





EXHIBIT C TO PURCHASE LETTER


INDEMNIFICATION


Capitalized terms used but not defined herein have the
meanings assigned to them in the Purchase Letter to which this Exhibit C is attached and of which it forms
a part.


                    The
Company and each of its subsidiaries will be required by the Plan to indemnify
and hold harmless the Purchasers and each of their respective affiliates, and
the other purchasers and each of their and their respective affiliates and each
of the respective officers, directors, partners, trustees, employees,
affiliates, shareholders, advisors, agents, attorneys-in-fact, representatives
and controlling persons of each of the foregoing (each, an “indemnified person”)
from and against any and all losses, claims, damages and liabilities (“Losses”) to which any
such indemnified person may become subject arising out of or in connection with
the Purchase Letter, the Preferred Stock Offering, the DIP Facilities, the use
of the proceeds of the foregoing, the other Transactions, any of the other
transactions contemplated by the Purchase Letter, or any claim, suit,
litigation, investigation, action or proceeding (each, a “Claim”) relating to
any of the foregoing, regardless of whether any indemnified person is a party
thereto or whether such Claim is brought by the Company, any of its affiliates
or a third party, and to reimburse each indemnified person upon demand for all
legal and other expenses reasonably incurred by it in connection with
investigating, preparing to defend or defending, or providing evidence in or preparing
to serve or serving as a witness with respect to, any Claim relating to any of
the foregoing (including, without limitation, in connection with the
enforcement of the indemnification obligations set forth in this Exhibit C); provided, however,
that no indemnified person will be entitled to indemnity hereunder in respect
of any Loss to the extent that it is found by a final, non-appealable judgment
of a court of competent jurisdiction that such Loss resulted directly from the
gross negligence or willful misconduct of such indemnified person. In no event
will any indemnified person be liable for consequential, indirect, punitive or
special damages as a result of any failure to purchase the New Preferred Stock
or otherwise in connection with the Preferred Stock Offering or the
Transactions. No indemnified person will be liable for any damages arising from
the use by unauthorized persons of the Information, the Projections or any
other materials sent through electronic, telecommunications or other information
transmission systems. 


                    The
Plan will provide that the Company will not enter into any settlement of a
Claim arising out of the Purchase Letter, the New Preferred Stock Offering, the
DIP Facilities, the use of the proceeds of the foregoing and the other
Transactions, or any of the other transactions contemplated by the Purchase
Letter unless such settlement includes an explicit and unconditional release
from the party bringing such Claim of all indemnified persons. 


                    If
any indemnification or reimbursement sought pursuant to this Exhibit C is
judicially determined to be unavailable for a reason other than the gross
negligence or willful misconduct of such indemnified person, then, whether or
not the Purchasers are the indemnified person, the Company, on the one hand,
and the Purchasers, on the other hand, will contribute to the Losses for which
such indemnification or reimbursement is held unavailable (i) in such
proportion as is appropriate to reflect the relative benefits to the Company,
on the one hand, and the Purchasers, on the other hand, in connection with the
transactions to which such indemnification or reimbursement relates, or (ii) if
the allocation provided by clause (i) above is judicially determined not to be
permitted, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) but also the relative faults of the
Company, on the one hand, and the Purchasers, on the other hand, as well as any
other equitable considerations; provided,
however, that in no event will
the aggregate amount to be contributed by the 


C-1





Purchasers pursuant to this
paragraph exceed the amount of the fees actually received by the Purchasers
under the Purchase Letter. 


C-2





EXHIBIT D TO PURCHASE LETTER


CERTAIN TERMINATION EVENTS


The Purchase Letter to which
this Exhibit D
is attached (except to the extent set forth in Section 10 thereof) will
terminate automatically upon the occurrence of any termination event set forth
below:


	
 

	
 


	
1)

	
The Bankruptcy Court shall
not have entered a final order in respect of this Purchase Letter in form and
substance satisfactory to the Purchaser in its sole discretion on or before
the date that is twenty (20) days from the date of execution; 


	
 

	
 


	
2)

	
The Company shall have
failed to complete the Preferred Offering on or before June 30, 2010, or the
Preferred Offering shall not have been conducted in all respects on terms and
conditions acceptable to the Purchaser, in its sole discretion, or the
documentation evidencing the other Transactions shall fail to be on terms and
conditions acceptable to the Purchaser in its sole discretion; 


	
 

	
 


	
3)

	
The Company shall have
made a public announcement, entered into an agreement, or filed any pleading
or document with the Bankruptcy Court, evidencing its intention to support,
consent to, participate in the formulation of, or otherwise supported,
consented to, or participated in the formulation of, any transaction
inconsistent with the Plan approved by the Purchaser in its sole discretion; 


	
 

	
 


	
4)

	
The Company shall have
failed to file the Plan and Disclosure Statement, each in form and substance
satisfactory to the Purchaser in its sole discretion, on or before the
thirtieth (30th) day after execution of this Purchase Letter (the
“Filing Date”);



	
 

	
 


	
5)

	
The Bankruptcy Court shall
not have entered an order approving the Disclosure Statement in form and
substance satisfactory to the Purchaser in its sole discretion on or before
the date that is thirty (30) days from the Filing Date; 


	
 

	
 


	
6)

	
The Bankruptcy Court shall
not have entered the Confirmation Order in form and substance satisfactory to
the Purchaser in its sole discretion, and such Confirmation Order shall not
be final and non-appealable, on or before the date that is seventy (70) days
from the Filing Date; 


	
 

	
 


	
7)

	
The Plan, as approved, and
the Confirmation Order as entered, by the Bankruptcy Court, shall fail to be
in the form approved by the Purchaser, in its sole discretion; 


	
 

	
 


	
8)

	
The conditions to
confirmation and the conditions to the effective date of the Plan shall not
have been satisfied or waived by the Company in accordance with the Plan, and
the effective date of the Plan shall not have occurred prior to or on the
Purchase and Put Agreement Termination Date; 


	
 

	
 


	
9)

	
A judgment, injunction,
decree or other legal restraint shall prohibit, or have the effect of
rendering unachievable, the consummation of the Plan or the transactions
contemplated by this Purchase Letter, including the Transactions; 


	
 

	
 


	
10)

	
This Purchase Letter shall
fail to be valid and enforceable against the Company or the Company shall be
in breach of this Purchase Letter; 




D-1









	
 

	
 


	
11)

	
After filing the Plan, the
Company shall have (a) submitted a second or amended plan of reorganization,
or moved to withdraw or amend the Plan, in each case without the prior
written consent of the Purchaser, or (b) failed to satisfy any material term
or material condition set forth in the Plan; 


	
 

	
 


	
12)

	
The Effective Date of the
Plan shall not have occurred on or before the date that is thirty (30) days
from the date upon which the Confirmation Order is entered confirming the
Plan; 


	
 

	
 


	
13)

	
An order shall have been
entered by the Bankruptcy Court that has the practical effect of rendering
unachievable compliance with any of the dates in subparagraphs (1), (2), (4),
(5), (6), (8) and (12) above and such effect shall not have been cured within
five (5) business days after the date on which such order(s) is entered; 


	
 

	
 


	
14)

	
Any of the Cases shall
have been converted to one or more cases under chapter 7 of the Bankruptcy
Code or to one or more liquidating chapter 11 cases thereunder or have been
dismissed; 


	
 

	
 


	
15)

	
There shall have been
issued or reinstated any suspension order or similar order by a court or
other governmental body of competent jurisdiction that affects or could
affect the obligations of the Company with respect to the New Preferred Stock
or this Purchase Letter; 


	
 

	
 


	
16)

	
The Company shall have
voted for, consented to, supported or participated in the formulation of any
chapter 11 plan of reorganization or liquidation in respect of the Company
and/or one or more of its subsidiaries proposed or filed or to be proposed or
filed (other than as agreed in writing by the Purchaser), any conversion of
the Cases to a case under chapter 7 of the Bankruptcy Code, or any sale of
all or substantially all of the assets of any of the Company and/or one or
more of its subsidiaries pursuant to section 363 of the Bankruptcy Code; 


	
 

	
 


	
17)

	
A trustee under chapter 7
or chapter 11 of the Bankruptcy Code, a responsible officer with enlarged
powers or an examiner with enlarged powers (i.e., powers beyond those
set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code) relating to
the operation of the business under section 1106(b) of the Bankruptcy Code
shall have been appointed for any of the Company or any of its subsidiaries;
and 


	
 

	
 


	
18)

	
Subsequent to the
execution and delivery of this Purchase Letter and prior to the Purchase and
Put Agreement Termination Date, any event shall have occurred or any
circumstance shall exist which, in the Purchasers’ sole judgment is adverse
and that, in the Purchasers’ reasonable judgment, makes it impractical or
inadvisable to consummate the Transactions. 





Capitalized terms used but not defined herein have the
meanings assigned to them in the Purchase Letter to which this Exhibit D is attached and of which it forms
a part.


D-2






EXHIBIT E TO PURCHASE LETTER


SUMMARY OF TERMS AND CONDITIONS – SENIOR DIP
FACILITY


	
  

 	
  

 	
  

 
	
 Issuers:

 	
  

 	
 Greektown
 Holdings, L.L.C. and Greektown Holdings II, Inc.

 
	
  

 	
  

 	
  

 
	
 Guarantors:

 	
  

 	
 Greektown
 Casino, L.L.C., Trappers GC Partner, L.L.C., Contract Builders Corporation,
 Realty Equity Company, Inc. and other existing and future domestic
 subsidiaries of the Issuers.

 
	
  

 	
  

 	
  

 
	
 Maturity:

 	
  

 	
 December 31,
 2010

 
	
  

 	
  

 	
  

 
	
 Financial Covenant:

 	
  

 	
 Minimum
 monthly EBITDAR (on a cumulative basis)

 
	
  

 	
  

 	
  

 
	
 Other covenants:

 	
  

 	
 Other
 affirmative and negative covenants to be agreed upon and which are normal and
 customary for transactions of this
 type, but in any case consistent with the covenants set forth in the existing
 DIP Facility.

 
	
  

 	
  

 	
  

 
	
 Conditions precedent:

 	
  

 	
 Normal and
 customary conditions precedent including, but not limited to the delivery of
 definitive documentation in form and substance satisfactory to the
 Purchasers, in their sole discretion, and the entry of interim and final
 orders in form and substance satisfactory to the Purchasers, in their sole
 discretion.

 
	
  

 	
  

 	
  

 
	
 Representations and Warranties:

 	
  

 	
 Normal and
 customary representations and warranties to be agreed, but in any case
 consistent with the representations and warranties set forth in the existing
 DIP Facility.

 
	
  

 	
  

 	
  

 
	
 Events of Default:

 	
  

 	
 Normal and
 customary events of default to be agreed, but in any case consistent with the
 Events of Default under the existing DIP Facility.

 
	
  

 	
  

 	
  

 
	
 Governing law:

 	
  

 	
 New York

 
	
  

 	
  

 	
  

 
	
 Offering:

 	
  

 	
 $150,000,000
 Senior Secured Notes

 
	
  

 	
  

 	
  

 
	
 Coupon:

 	
  

 	
 LIBOR+ 825
 bps, LIBOR Floor 3.5%, (5% PIK after April 1, 2010)

 
	
  

 	
  

 	
  

 
	
 Liens:

 	
  

 	
 Senior
 security interest in and lien upon all pre-petition and post-petition
 property of the Debtors, whether now existing or hereafter acquired, that is
 subject to valid, perfected non-avoidable and enforceable liens, if any, in
 existence as of the Petition Date.

 
	
  

 	
  

 	
  

 
	
 Use of proceeds:

 	
  

 	
 To refinance
 existing DIP Facility and for working capital purposes.

 


F-1