Exhibit 10.11


Docket #1906 Date Filed: 12/7/2009




UNITED STATES BANKRUPTCY COURT 

EASTERN DISTRICT OF MICHIGAN 

SOUTHERN DIVISION 


In re:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Case No.
 08-53104 

 
	
  

 	
  

 	
  

 	
  

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

 	
  

 	
  

 	
 Chapter 11 

 
	
  

 	
  

 	
  

 	
 Jointly
 Administered

 
	
  

 	
  

 	
  

 	
  

 
	
 Debtors.

 	
  

 	
  

 	
 Hon. Walter
 Shapero 

 
	
  

 	
  

 	
  

 	
  

 
	

 ________________________________________________/

 	
  

 	
  

 	
  

 


DISCLOSURE STATEMENT FOR SECOND AMENDED JOINT
PLANS OF

REORGANIZATION FOR THE DEBTORS PROPOSED BY 

NOTEHOLDER PLAN PROPONENTS INCLUDING OFFICIAL COMMITTEE OF

UNSECURED CREDITORS AND INDENTURE TRUSTEE


Dated:
December 7, 2009 




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

 


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









PLEASE READ THIS IMPORTANT INFORMATION


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


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


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


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


ii






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


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



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


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


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


iii






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


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


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


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


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


iv







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


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


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


v






MAY NOT TURN
OUT TO BE ACCURATE. 


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


vi






TABLE OF CONTENTS


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


vii










	
  

 	
  

 	
  

 	
  

 
	
 C.

 	
 Acceptance
 or Rejection of the Plan

 	
  

 	
 48

 
	
 D.

 	
 Procedures
 for Resolving Disputed Claims

 	
  

 	
 49

 
	
 E.

 	
 Executory
 Contracts and Unexpired Leases

 	
  

 	
 52

 
	
 F.

 	
 Means for
 Implementation of the Plan

 	
  

 	
 54

 
	
 G.

 	
 Provisions
 Governing Distributions

 	
  

 	
 70

 
	
 H.

 	
 Settlement,
 Release, Injunction, and Related Provisions

 	
  

 	
 75

 
	
 I.

 	
 Allowance
 and Payment of Certain Administrative Claims

 	
  

 	
 79

 
	
 J.

 	
 Confirmation
 and Consummation of the Plan

 	
  

 	
 81

 
	
 K.

 	
 Plan
 Modification, Revocation, or Withdrawal

 	
  

 	
 83

 
	
 L.

 	
 Retention of
 Jurisdiction

 	
  

 	
 84

 
	
 M.

 	
 Miscellaneous
 Provisions

 	
  

 	
 86

 
	
  

 	
  

 	
  

 	
  

 
	
 VI.
 STATUTORY REQUIREMENTS FOR PLAN CONFIRMATION

 	
  

 	
 88

 
	
 A.

 	
 The
 Confirmation Hearing

 	
  

 	
 89

 
	
 B.

 	
 Confirmation
 Standards

 	
  

 	
 89

 
	
 C.

 	
 Best
 Interests of Creditors Test

 	
  

 	
 90

 
	
 D.

 	
 Financial
 Feasibility

 	
  

 	
 91

 
	
 E.

 	
 Acceptance
 by Impaired Classes

 	
  

 	
 91

 
	
 F.

 	
 Confirmation
 Without Acceptance by All Impaired Classes

 	
  

 	
 91

 
	
  

 	
  

 	
  

 	
  

 
	
 VII. CERTAIN
 FACTORS TO BE CONSIDERED BEFORE VOTING

 	
  

 	
 92

 
	
 A.

 	
 Certain
 Bankruptcy Law Considerations

 	
  

 	
 92

 
	
 B.

 	
 Risk Factors
 That May Affect Allowed Claim Holders’ Recovery

 	
  

 	
 94

 
	
 C.

 	
 Risk Factors
 that Could Negatively Impact the Debtors’ Businesses

 	
  

 	
 96

 
	
 D.

 	
 Risks
 Associated With Forward-Looking Statements

 	
  

 	
 105

 
	
 E.

 	
 Disclosure
 Statement Disclaimer

 	
  

 	
 105

 
	
 F.

 	
 Alternatives
 to Confirmation and Consummation of the Plan

 	
  

 	
 107

 
	
  

 	
  

 	
  

 	
  

 
	
 VIII. SECURITIES
 LAWS MATTERS

 	
  

 	
 108

 
	
  

 	
  

 	
  

 	
  

 
	
 IX. CERTAIN
 U.S. FEDERAL INCOME TAX CONSIDERATIONS

 	
  

 	
 111

 
	
 A.

 	
 U.S. Federal
 Income Tax Considerations for the Debtors

 	
  

 	
 113

 
	
 B.

 	
 U.S. Federal
 Income Tax Considerations for Holders

 	
  

 	
 115

 
	
  

 	
  

 	
  

 	
  

 
	
 X. VOTING
 INSTRUCTIONS

 	
  

 	
 121

 
	
 A.

 	
 Record Date

 	
  

 	
 121

 
	
 B.

 	
 Confirmation
 Generally

 	
  

 	
 122

 
	
 C.

 	
 Who Can Vote

 	
  

 	
 122

 
	
 D.

 	
 Classes
 Impaired Under the Plan

 	
  

 	
 123

 
	
 E.

 	
 Contents of
 the Solicitation Package

 	
  

 	
 123

 
	
 F.

 	
 Distribution
 of Solicitation Package

 	
  

 	
 124

 
	
 G.

 	
 Voting

 	
  

 	
 124

 
	
 H.

 	
 Establishing
 Claim Amounts

 	
  

 	
 125

 
	
 I.

 	
 Ballot
 Tabulation

 	
  

 	
 125

 
	
 J.

 	
 Subscription
 Procedures

 	
  

 	
 127

 
	
  

 	
  

 	
  

 	
  

 
	
 XI.
 RECOMMENDATION

 	
  

 	
 129

 


viii






Summary of The Plan


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


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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 


ix










	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 



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


General Plan
Structure


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


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


	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 


x










	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 


xi










	
  

 	
  

 	
  

 
	
  

 	
  

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

 


Summary of Treatment
of Claims and Interests Under the Plan


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


	
  

 	
  

 
	
 1.

 	
 Unclassified Claims 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Claim/Interest

 	
  

 	
 Plan Treatment

 	
  

 	
 Projected Recovery

 Under the Plan

 
	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Administrative
 Claims

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 Priority Tax
 Claims

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 Other
 Priority Claims

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 DIP Facility
 Claims

 	
  

 	
 Cash payment
 in full on the Effective Date

 	
  

 	
 100%

 
	
  

 






	
  

 	
  

 
	
 2.

 	
 Classified Claims 

 



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


xii






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


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Claim/Interest

 	
  

 	
 Plan Treatment

 	
  

 	
 Projected Recovery

 Under the Plan

 
	

 


 	

 


 	

 


 	

 


 	

 


 
	
 Class 1:
 Pre-petition Lenders’ Claims Against Holdings

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 Class 2:
 Other Allowed Secured Claims Against Holdings

 	
  

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

 	
  

 	
 100%

 
	
  

 


xiii










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 section
 506(b) of the Bankruptcy Code.

 	
  

 	
  

 
	
  

 
	
 Class 3:
 Bond Claims Against Holdings

 	
  

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

 	
  

 	
 4.7% - 6.5% - 10%1 

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

 
	
  

 
	
 Class 4:
 General Unsecured Claims Against Holdings

 	
  

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

 	
  

 	
 10% — 30 % 

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

 
	
  

 






	
  

 
	

 


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

 


xiv










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Class 5:
 Intercompany Claims Against Holdings

 	
  

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

 	
  

 	
 10% — 30 %

 
	
  

 
	
 Class 6: Interests
 in Holdings

 	
  

 	
 No
 distribution.

 	
  

 	
 0%

 
	
  

 
	
 Class 7:
 Pre-petition Lenders’ Claims Against Casino

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 Class 8:
 Other Allowed Secured Claims Against Casino

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 Class 9:
 General Unsecured Claims Against Casino

 	
  

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

 	
  

 	
 10% — 30 % 

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

 
	
  

 
	
 Class 10:
 Intercompany Claims Against Casino

 	
  

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

 	
  

 	
 10% — 30%

 
	
  

 


xv










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Debtor.

 	
  

 	
  

 
	
  

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

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 Class 12:
 Other Allowed Secured Claims Against Holdings II

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 Class 13:
 Bond Claims against Holdings II

 	
  

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

 	
  

 	
 4.7% - 6.5% - 10%2 

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

 
	
  

 






	
  

 
	

 


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

 


xvi










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 	
  

 	
  

 
	
  

 
	
 Class 14:
 General Unsecured Claims Against Holdings II

 	
  

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

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 15:
 Intercompany Claims against Holdings II

 	
  

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

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 16:
 Pre-petition Lenders’ Claims Against Builders

 	
  

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

 	
  

 	
 100%

 
	
  

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

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 Class 18:
 General Unsecured Claims

 	
  

 	
 A
 distribution of Cash from the

 	
  

 	
 10% — 30%

 
	
  

 


xvii










	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Against
 Builders

 	
  

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

 	
  

 	
  

 
	
  

 
	
 Class 19:
 Intercompany Claims Against Builders

 	
  

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

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 20:
 Pre-petition Lenders’ Claims Against Realty

 	
  

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

 	
  

 	
 100%

 
	
  

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

 	
  

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

 	
  

 	
 100%

 
	
  

 


xviii










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 Class 22:
 General Unsecured Claims Against Realty

 	
  

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

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 23:
 Intercompany Claims Against Realty

 	
  

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

 	
  

 	
 10% — 30%

 
	
  

 
	
 Class 24:
 Pre-petition Lenders’ Claims Against Trappers

 	
  

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

 	
  

 	
 100%

 
	
  

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

 	
  

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

 	
  

 	
 100%

 
	
  

 
	
 Class 26:
 General Unsecured Claims Against Trappers

 	
  

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

 	
  

 	
 10% — 30%

 
	
  

 


xix










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 	
  

 	
  

 
	
  

 
	
 Class 27:
 Intercompany Claims Against Trappers

 	
  

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

 	
  

 	
 10% — 30%

 
	
  

 


Consummation


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


Liquidation and
Valuation Analyses


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

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


xx






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


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


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


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


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


xxi






Voting and
Confirmation


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


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


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


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


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


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


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


xxii






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


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


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



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


xxiii






I. INTRODUCTION


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


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


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


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


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


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


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 3

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

 










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


	
  

 	
  

 
	
 A.

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

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Rules of Interpretation 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Computation of Time 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 References to Monetary Figures 

 



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


2










	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Exhibits 

 



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


	
  

 	
  

 
	
 B.

 	
 Source of Information 

 



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

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


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


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


	
  

 	
  

 
	
 C.

 	
 Solicitation Package 

 



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


3






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


	
  

 	
  

 
	
 D.

 	
 General Voting Procedures and Deadline 

 



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


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


	
  

 	
  

 
	
 E.

 	
 Questions About Voting Procedures 

 



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


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


	
  

 	
  

 
	
 F.

 	
 Confirmation Hearing and Deadline for Objections to Confirmation 

 



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


4






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


II. BACKGROUND INFORMATION


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


	
  

 	
  

 
	
 A.

 	
 The Debtors’ Businesses 

 






	
  

 	
  

 	
  

 
	
  

 	
 1. 

 	
 Corporate Structure 

 



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


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


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


	
  

 	
  

 
	
 2.

 	
 Background 

 



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


5






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


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


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Overview of the Greektown Property 

 



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


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


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Pre-Expanded

 Complex

 	
  

 	
 Expanded

 Complex

 	
  

 	
 February

 2009

 
	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 
	
 Gaming
 Square-Feet

 	
 75,000

 	
  

 	
  

 	
 25,000

 	
  

 	
  

 	
 100,000

 	
  

 
	
 No. of Slots

 	
 2,308

 	
  

 	
  

 	
 592

 	
  

 	
  

 	
 2,900

 	
  

 
	
 No. of
 Tables

 	
 73

 	
  

 	
  

 	
 1

 	
  

 	
  

 	
 74

 	
  

 
	
 No. of
 Parking Spaces

 	
 1,882

 	
  

 	
  

 	
 2,900

 	
  

 	
  

 	
 4,782

 	
  

 
	
 No. of Hotel
 Rooms

 	
 N/A

 	
  

 	
  

 	
 400

 	
  

 	
  

 	
 400

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 






	
  

 	
  

 
	
 B.

 	
 Directors, Managers, and Officers 

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 The Debtors’ Boards of Directors/Managers
 and Executive Officers 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 •

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

 


6










	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 






	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Direct Competition Overview 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 a. 

 	
 MGM Grand
 Detroit 

 



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


7






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


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 MotorCity
 Casino 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Caesars
 Windsor 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Michigan Tribal Gaming 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 


8










	
  

 	
  

 	
  

 
	
  

 	
 •

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 The Michigan Lottery 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Other Competition 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Proposal 1 

 



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


	
  

 	
  

 
	
 C.

 	
 Regulation Under the Michigan Gaming Control and Revenue Act 

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Michigan Regulation 

 



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


9






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


          Among
other things, the Gaming Act: 


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
  

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

 



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


10






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


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


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


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


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


11






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


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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 City of Detroit Regulation 

 



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


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


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


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


12






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


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


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


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


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


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



13






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


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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Statement by the City 

 




	
  

 
	

 


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

 
	

 


 



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


14






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


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


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 Assumption of the Development Agreement

 



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


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


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


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


15






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


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


	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Defaults Under the Development Agreement 

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 f.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 g.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

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

 


16










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 Opposition to Greektown’s Request for a Tax Rollback
 

 



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


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


	
  

 	
  

 	
  

 
	
  

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

 	
  

 
	
  

 	
  

 	
  

 
	
  

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

 	
  

 



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


17






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


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


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


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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 (iv)

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

 



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


18






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


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


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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 Enforcement of the Anti-Transfer Provisions 

 



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


	
  

 	
  

 	
  

 
	
  

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

 	
  

 
	
  

 	
  

 	
  

 
	
  

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

 	
  

 



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


19










	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 State of Michigan Casino Operating Fees 

 



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


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


	
  

 	
  

 	
  

 
	
  

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

 	
  

 



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


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


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


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


20






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

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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Legal / Compliance Matters 

 



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


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


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


21






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


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


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


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


	
  

 	
  

 
	
 D.

 	
 The Construction Project 

 



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


22










	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Construction Budget 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Construction Contracts 

 



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


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


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Construction Summary 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Jenkins/Skanska Claim 

 



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


	
  

 	
  

 	
  

 
	

 


 	
  

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

 


23










	
  

 	
  

 
	
 E.

 	
 The Debtors’ Pre-petition Capital Structure5

 



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


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


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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 •

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

 






	
  

 	
  

 	
  

 
	

 


 	
  

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

 


24










	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
 F.

 	
 Events Leading to the Chapter 11 Cases 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 1.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 2.

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

 



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


25










	
  

 	
  

 	
  

 
	
  

 	
 3.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 4.

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

 



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


III. SIGNIFICANT EVENTS DURING THE CHAPTER 11
CASES


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


	
  

 	
  

 
	
 A.

 	
 Filing the Chapter 11 Case Petitions 

 



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


	
  

 	
  

 
	
 B.

 	
 Business Continuation; Litigation Stay 

 



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


26










	
  

 	
  

 
	
 C.

 	
 Stabilizing Operations 

 



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


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


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Procedural Motions 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Advisor Employment and Compensation 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Taxes and Fees 

 



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


27










	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Casino Chips and Other Customer Gaming
 Liabilities 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Employee Compensation 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Utilities 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Cash Management System 

 



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


28






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


	
  

 	
  

 	
  

 
	
  

 	
 8.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 (a)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 authorizing
 the Debtors to use cash collateral;

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

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

 
	
  

 	
  

 	
  

 
	
  

 	
 (e)

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

 



[Docket No
29.]


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


29






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


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


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


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


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


30






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


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


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


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


	
  

 	
  

 
	
 D.

 	
 Unsecured Creditors 

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Creditors’ Committee Appointment 

 



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

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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Meeting of Creditors 

 



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


31






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


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 The Construction Project 

 



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


	
  

 	
  

 
	
 E.

 	
 Regulatory Issues 

 



          MGCB.



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


          City
of Detroit.


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


          Litigation.



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


32






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


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


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


	
  

 	
  

 
	
 F.

 	
 Insider Transactions 

 



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


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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 


33










	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 






	
  

 	
  

 
	
 G.

 	
 Retention of Investment Banker and Exploration of Sale Options 

 



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


	
  

 	
  

 
	
 H.

 	
 Retention of The Fine Point Group 

 



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


	
  

 	
  

 
	
 I.

 	
 Claims Process and Bar Dates 

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Pre-petition Claims 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Administrative Claims 

 



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


	
  

 	
  

 
	
 J.

 	
 Pending and Contemplated Litigation and Other Contested Matters 

 



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


34






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


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


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


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


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


	
  

 	
  

 
	
 K.

 	
 Exclusivity 

 



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


35








	
  

 	
  

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

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 L.

 	
 The Debtor/Lender Plan and Solicitation 

 
	
  

 	
  

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

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 M.

 	
 The Purchase and Put Agreement 

 
	
  

 	
  

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

 


36










	
  

 	
  

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

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 N.

 	
 The Letter Agreement 

 
	
  

 	
  

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

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 O.

 	
 The Stipulation 

 
	
  

 	
  

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

 


37










	
  

 	
  

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

 
	
  

 	
  

 
	
 IV.

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

 
	
  

 	
  

 
	
 A.

 	
 New Revolving Credit Facility 

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 B.

 	
 New Senior Secured Notes 

 
	
  

 	
  

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

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 C.

 	
 New Preferred Stock and Rights Offering Warrants 

 
	
  

 	
  

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

 


38










	
  

 	
  

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

 
	
  

 	
  

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

 
	
  

 	
  

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

 
	
  

 	
  

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

 
	
  

 	
  

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

 


39










	
  

 	
  

 
	
 D.

 	
 New Common Stock 

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 E.

 	
 Litigation Trust 

 
	
  

 	
  

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

 
	
  

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

 
	
  

 	
  

 
	
  

 	
           V.
 SUMMARY OF THE JOINT PLAN OF REORGANIZATION

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 A.

 	
 Purpose and Effect of the Plan 

 
	
  

 	
  

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

 
	
  

 	
  

 
	
 B.

 	
 Classification and Treatment of Claims and Interests 

 
	
  

 	
  

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

 


40










	
  

 	
  

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

 
	
  

 	
  

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

 
	
  

 	
  

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

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Class

 	
  

 	
 Claim

 	
  

 	
 Status

 	
  

 	
 Voting Rights

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 1

 	
  

 	
 Pre-petition Lenders’
 Claims Against Holdings

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 2

 	
  

 	
 Other Allowed Secured
 Claims Against Holdings

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 3

 	
  

 	
 Bond Claims Against
 Holdings

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 4

 	
  

 	
 General Unsecured Claims
 Against Holdings

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 5

 	
  

 	
 Intercompany Claims
 Against Holdings

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
 6

 	
  

 	
 Interests in Holdings

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Reject

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 7

 	
  

 	
 Pre-petition Lenders’
 Claims Against Casino

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 8

 	
  

 	
 Other Allowed Secured
 Claims Against Casino

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 9

 	
  

 	
 General Unsecured Claims
 Against Casino

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 10

 	
  

 	
 Intercompany Claims
 Against Casino

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 11

 	
  

 	
 Pre-petition Lenders’
 Claims Against Holdings II

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 12

 	
  

 	
 Other Allowed Secured
 Claims Against Holdings II

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 


41










	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Class

 	
  

 	
 Claim

 	
  

 	
 Status

 	
  

 	
 Voting Rights

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 13

 	
  

 	
 Bond Claims Against
 Holdings II

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 14

 	
  

 	
 General Unsecured Claims
 Against Holdings II

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 15

 	
  

 	
 Intercompany Claims
 Against Holdings II

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 16

 	
  

 	
 Pre-petition Lenders’
 Claims Against Builders

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 17

 	
  

 	
 Other Allowed Secured
 Claims Against Builders or

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
 the Builders Property

 	
  

 	
  

 	
  

 	
  

 
	
 18

 	
  

 	
 General Unsecured Claims
 Against Builders

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 19

 	
  

 	
 Intercompany Claims
 Against Builders

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 20

 	
  

 	
 Pre-petition Lenders’
 Claims Against Realty

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 21

 	
  

 	
 Other Allowed Secured
 Claims Against Realty or

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
 the Realty Property

 	
  

 	
  

 	
  

 	
  

 
	
 22

 	
  

 	
 General Unsecured Claims
 Against Realty

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 23

 	
  

 	
 Intercompany Claims
 Against Realty

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 24

 	
  

 	
 Pre-petition Lenders’
 Claims Against Trappers

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
 25

 	
  

 	
 Other Allowed Secured
 Claims Against Trappers or

 	
  

 	
 Unimpaired

 	
  

 	
 Deemed to Accept

 
	
  

 	
  

 	
 the Trappers Property

 	
  

 	
  

 	
  

 	
  

 
	
 26

 	
  

 	
 General Unsecured Claims
 Against Trappers

 	
  

 	
 Impaired

 	
  

 	
 Entitled to Vote

 
	
 27

 	
  

 	
 Intercompany Claims
 Against Trappers

 	
  

 	
 Impaired

 	
  

 	
 Deemed to Accept

 






	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Unclassified Claims 

 
	
  

 	
  

 	
  

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

 


42










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Administrative Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

 	
 Priority Tax Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 


43










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

 	
 DIP Facility Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

 	
 Other Priority Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Classified Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


44










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

 	
 Class 3 and 13 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 Bond Claims Against Holdings and Holdings II 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

 	
 Class 4 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Holdings. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


45










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e.

 	
 Class 9 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Casino. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 f.

 	
 Class 14 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Holdings II.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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


 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


46










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 g.

 	
 Class 18 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Builders. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 h.

 	
 Class 22 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Realty. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 i.

 	
 Class 26 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 General Unsecured Claims Against Trappers. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 


47










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 j.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 Intercompany Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 k.

 	
 Class 6 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Classification:
 Equity Interests – Holdings 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 C.

 	
 Acceptance or Rejection of the Plan 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Presumed Acceptance of Plan 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Voting Classes 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 


48










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Acceptance by Impaired Classes of Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Presumed Rejection of the Plan 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Controversy Concerning Impairment 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 D.

 	
 Procedures for Resolving Disputed Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Claims Administration 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Filing of Objections 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 


49










	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Claim Dispute Resolution Procedures 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 •

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

 


50










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Determination of Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Insider Settlements 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Ordinary Course of Business Exception 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Adjustment to Claims Without Objection 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Disallowance of Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Claims Bar Date 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 


51










	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Amendments to Claims 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Offer of Judgment 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 E.

 	
 Executory Contracts and Unexpired Leases 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Executory Contract and Unexpired Lease
 Assumption and Rejection 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 


52










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Modifications and Rights Related to
 Unexpired Leases and Executory Contracts 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Cure of Defaults for Assumed Executory
 Contracts and Unexpired Leases 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Claims Based on Executory Contract or
 Unexpired Lease Rejection 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Rejection Damages Bar Date 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 


53










	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Reservation of Rights 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 F.

 	
 Means for Implementation of the Plan 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Excluded Debtors 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 


54










	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Formation of Newco 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Authorization and Issuance of New Common
 Stock and New Preferred Stock 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 


55










	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Exit Financing 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Rights Offering 

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 	
  

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

 
	
  

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

 


56






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


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


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


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


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


57






efficiently
administer the exercise of the Subscription Rights. 


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


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


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


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


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


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


58






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


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


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


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


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


59










	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 New Board of Directors 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Management Agreement
 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Restructuring Transactions
 

 



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


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


60






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


	
  

 	
  

 	
  

 
	
  

 	
 10.

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

 



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


61










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Litigation Trust
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 General 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Purpose of Litigation Trust 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Fees and Expenses of Litigation Trust 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Litigation Trust Loan 

 



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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Litigation Trust Assets 

 



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


62






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


	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 Governance of Litigation Trust 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 Appointment of the Litigation Trustee 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 h.

 	
 The Trust Governing Board 

 



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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 i.

 	
 Role of the Litigation Trustee 

 



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


63






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


	
  

 	
  

 	
  

 
	
  

 	
 j.

 	
 Litigation Trust Interests 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 k.

 	
 Cash 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 l.

 	
 Retention of Professionals by the Litigation Trustee
 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 m.

 	
 Compensation of the Litigation Trustee 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 n.

 	
 Distribution of Litigation Trust Assets 

 



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


64






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


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


	
  

 	
  

 	
  

 
	
  

 	
 o.

 	
 Federal Income Tax Treatment of Litigation Trust 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)
 Litigation Trust Assets Treated as Owned by Creditors

 



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


	
  

 	
  

 
	
  

 	
 (ii) Tax
 Reporting 

 



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


65






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


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


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


66






tax purposes,
consistent with the foregoing. 


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


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


	
  

 	
  

 	
  

 
	
  

 	
 p.

 	
 Dissolution of Litigation Trust 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 12.

 	
 Dissolution of the Creditors’ Committee 

 



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


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


67






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


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


	
  

 	
  

 	
  

 
	
  

 	
 13.

 	
 Additional Restructuring Transactions 

 



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


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


	
  

 	
  

 	
  

 
	
  

 	
 14.

 	
 Corporate or Company Action 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 15.

 	
 Effectuating Documents 

 



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


68










	
  

 	
  

 	
  

 
	
  

 	
 16.

 	
 Exemption from Taxes 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 17.

 	
 Transfer of Causes of Action 

 



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


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


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


69






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


	
  

 	
  

 	
  

 
	
  

 	
 18.

 	
 Settlement or Waiver of Bond Avoidance
 Action Claims 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 19.

 	
 Payment of Certain Fees and Expenses 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 20.

 	
 Direct Equity Purchase. 

 



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


	
  

 	
  

 	
  

 
	
 G.

 	
 Provisions Governing Distributions 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Distribution on Claims Allowed as of the
 Effective Date 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 No Interest on Disputed Claims 

 



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


70










	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Disbursing Agent 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Distribution of Unsecured Distribution Fund. 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Surrender of Securities or Instruments 

 



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


71






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


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


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


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


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Delivery of Distributions in General 

 



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


72






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



	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Compliance with Tax Requirements and
 Allocations 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Distributions for Tax Purposes 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Distributions with Respect to Disputed
 Claims

 






	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Payments and Distributions on Disputed Claims 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 No Distributions Pending Allowance 

 



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


73






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


	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Distribution Reserves 

 



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



	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 No Recourse to Debtors or Reorganized Debtors 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 Fractional Payments 

 



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


74










	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 Failure to Present Checks 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Manner of Payment Under the Plan 

 



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


	
  

 	
  

 	
  

 
	
 H.

 	
 Settlement, Release, Injunction, and Related Provisions 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Claim Discharge and Interest Termination 

 



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


75






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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Subordinated Claims 

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Releases 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

 	
 Release By Debtor Released Parties of Released Parties 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Releases by Holders of Claims and Interests 

 



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


76






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


	
 

	
 

	
 


	
 

	
4.

	
Exculpation 





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


	
 

	
 

	
 


	
 

	
5.

	
Injunction 





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


77










	
 

	
 

	
 


	
 

	
6.

	
Protections Against Discriminatory
Treatment 





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


	
 

	
 

	
 


	
 

	
7.

	
Setoffs 





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


	
 

	
 

	
 


	
 

	
8.

	
Recoupment





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


	
 

	
 

	
 


	
 

	
9.

	
Lien Release 





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


78






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


	
 

	
 

	
 


	
 

	
10.

	
Document Retention 





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


	
 

	
 

	
 


	
 

	
11.

	
Reimbursement or Contribution 





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


	
 

	
 

	
 


	
 

	
12.

	
Exclusions and Limitations on Exculpation
and Releases 





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


	
 

	
 


	
I.

	
Allowance and Payment of Certain Administrative Claims 








	
 

	
 

	
 


	
 

	
1.

	
Professional Claims








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
a.

	
Final Fee Applications 





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


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
b.

	
Payment of
Professional Claims





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


79










	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
c.

	
Post-Effective
Date Retention





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


	
 

	
 

	
 


	
 

	
2.

	
Substantial Contribution Compensation and
Expenses Bar Date 





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


	
 

	
 

	
 


	
 

	
3.

	
DIP Facility Claims 





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


	
 

	
 

	
 


	
 

	
4.

	
Other Administrative Claims 





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


80










	
 

	
 

	
 


	
J.

	
Confirmation and Consummation of the Plan 


	
 

	
 

	
 


	
 

	
1.

	
Conditions Precedent to Confirmation 





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


	
 

	
 

	
 


	
•

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


	
 

	
 


	
•

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


	
 

	
 

	
 


	
 

	
2.

	
Conditions Precedent to Consummation 





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


	
 

	
 


	
•

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


	
 

	
 


	
•

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


	
 

	
 


	
•

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


	
 

	
 


	
•

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


	
 

	
 


	
•

	
The Tax
Rollback shall have become effective.




81










	
 

	
 

	
 


	
•

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


	
 

	
 


	
•

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


	
 

	
 

	
 


	
 

	
3.

	
Waiver of Conditions Precedent. 





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


	
 

	
 

	
 


	
 

	
4.

	
Effect of Non-Occurrence of Conditions to
the Effective Date 





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


82






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


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Satisfaction of Conditions Precedent to
 Confirmation 

 



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


	
  

 	
  

 	
  

 
	
 K.

 	
 Plan Modification, Revocation, or Withdrawal 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Plan Modification and Amendment 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Effect of Confirmation on Plan
 Modifications 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Plan Revocation or Withdrawal

 



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


83







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


	
  

 	
  

 
	
 L.

 	
 Retention of Jurisdiction 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 


84










	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 


85










	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Enforce any
 orders previously entered by the Bankruptcy Court; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
 M.

 	
 Miscellaneous Provisions

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Immediate Binding Effect

 



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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Additional Documents 

 



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


86






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


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Reservation of Rights 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Term of Injunctions or Stays

 



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

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


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 Termination of Liens and Encumbrances

 



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


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Causes of Action; Standing

 



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


	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 Governing Law

 



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


87






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


	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 Plan Provisions Nonseverable 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 9.

 	
 Closing of Chapter 11 Cases

 



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


	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 Waiver or Estoppel

 



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


	
  

 	
  

 	
  

 
	
  

 	
 11.

 	
 Conflicts and Plan Interpretation

 



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


VI. STATUTORY REQUIREMENTS FOR PLAN CONFIRMATION


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


88










	
  

 	
  

 
	
 A.

 	
 The Confirmation Hearing 

 



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


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


	
  

 	
  

 
	
 B.

 	
 Confirmation Standards

 



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


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


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


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


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


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


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


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


89






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


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

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

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

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


	
  

 	
  

 
	
 C.

 	
 Best Interests of Creditors Test 

 



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


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


	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Administrative
 and other priority creditors; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Unsecured
 creditors; 

 
	
  

 	
  

 	
  

 
	
  

 	
 •

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

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 Equity
 interest holders. 

 



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


90






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


	
  

 	
  

 
	
 D.

 	
 Financial Feasibility 

 



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


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

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


	
  

 	
  

 
	
 E.

 	
 Acceptance by Impaired Classes 

 



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


	
  

 	
  

 
	
 F.

 	
 Confirmation Without Acceptance by All Impaired Classes 

 



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


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


91






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


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


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


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


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


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


VII. CERTAIN FACTORS TO BE CONSIDERED BEFORE
VOTING


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


	
  

 	
  

 
	
 A.

 	
 Certain Bankruptcy Law Considerations 

 



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


92







such Impaired Classes. 


	
  

 	
  

 	
  

 
	
  

 	
 1.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Failure to Satisfy Vote Requirements 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 3.

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

 



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


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


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


93










	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 Nonconsensual Confirmation 

 



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


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


	
  

 	
  

 	
  

 
	
  

 	
 5.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Risk of Non-Occurrence of the Effective
 Date 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 7.

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

 



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


	
  

 	
  

 
	
 B.

 	
 Risk Factors That May Affect Allowed Claim Holders’ Recovery 

 



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


94






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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 1.

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

 



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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 2.

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

 



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


95






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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 3.

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

 



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


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 4.

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

 



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


	
  

 	
  

 	
  

 
	
 C.

 	
 Risk Factors that Could Negatively Impact the Debtors’ Businesses 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Bankruptcy-Related Risk Factors

 



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


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


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


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


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


96







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


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


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


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



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




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


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


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


97






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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 General Business and Financial Risk Factors

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 a.

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

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 b.

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

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 c.

 	
 Intense Competition Could Result in Loss of Market Share or Profitability 

 



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


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


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


98






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


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 d.

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

 



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


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


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


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


99






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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 e.

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

 



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


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


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 f.

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

 





	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Regulation
 by Gaming Authorities

 



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


100










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 Potential
 Changes in Legislation and Regulation 

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 Taxation and Fees

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 Compliance
 with Other Laws 

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 g.

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

 



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


101










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 h.

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

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  i.

 	
 The Debtors Could Lose Key Employees 

 



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



	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 j.

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

 



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


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


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


102






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


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 k.

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

 



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


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


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 l.

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

 



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


103






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


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


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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 m.

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

 



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


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 n.

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

 



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



104










	
  

 	
  

 	
  

 
	
 D.

 	
 Risks Associated With Forward-Looking Statements


	
  

 	
  

 	
  

 
	
  

 	
 1.

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

 



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



	
  

 	
  

 	
  

 
	
  

 	
 2.

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

 



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


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


	
  

 	
  

 	
  

 
	
 E.

 	
 Disclosure Statement Disclaimer 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

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

 



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


105










	
  

 	
  

 	
  

 
	
  

 	
 2.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Reliance on Exemptions from Registration
 under the Securities Act 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 4.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 No Admissions Made 

 



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



	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 Failure to
 Identify Litigation Claims or Projected Objections 

 



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


	
  

 	
  

 	
  

 
	
  

 	
 7.

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

 



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


106






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


	
  

 	
  

 	
  

 
	
  

 	
 8.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 9.

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

 



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


	
  

 	
  

 	
  

 
	
  

 	
 10.

 	
 No Representations Outside this Disclosure
 Statement Are Authorized 

 



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


	
  

 	
  

 	
  

 
	
 F.

 	
 Alternatives to Confirmation and Consummation of the Plan 

 
	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Liquidation under Chapter 7 

 



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


107






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


	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Alternative Plan of Reorganization 

 



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


VIII. SECURITIES LAWS MATTERS


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

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


108






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


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


          The
term “issuer” is defined in section 2(4) of the Securities Act; however, the
reference contained in section 1145(b)(1)(D) of the Bankruptcy Code to section
2(11) of the Securities Act purports to include as statutory underwriters all
persons who, directly or indirectly, through one or more intermediaries,
control, are controlled by, or are under common control with, an issuer of
securities. “Control” (as defined in Rule 405 under the Securities Act) means
the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise. Accordingly, an
officer or director of a reorganized debtor or its successor under a plan of
reorganization may be deemed to be a “control person” of such debtor or
successor, particularly if the management position or directorship is coupled
with ownership of a significant percentage of the voting securities of such
issuer. Additionally, the legislative history of section 1145 of the Bankruptcy
Code provides that a creditor who receives at least 10% of the voting
securities of an issuer under a plan of reorganization will be presumed to be a
statutory underwriter within the meaning of section 1145(b)(i) of the
Bankruptcy Code. 


          Certain
issuances of the New Common Stock, New Preferred Stock, Rights Offering Shares,
and Reduced Vote Rights Offering Shares to Put Parties will not be exempt from
the registration requirements of the Securities Act pursuant to section 1145 of
the Bankruptcy Code, 


109






but the Noteholder Plan
Proponents believe that any such issuance of the Plan Securities to the Put
Parties will be exempt pursuant to section (4)(2) of the Securities Act, as a
transaction by an issuer not involving any public offering, and equivalent
exemptions in state securities laws. 


          To the extent that persons
receive Plan Securities not exempt from the registration requirements of the
Securities Act pursuant to section 1145 of the Bankruptcy Code (collectively,
“Restricted Holders”), resales by Restricted Holders would not be exempted by section
1145 of the Bankruptcy Code from registration under the Securities Act or other
applicable law. Restricted Holders may, however, be able, at a future time and
under certain conditions described below, to sell securities
without registration pursuant to the resale provisions of Rule 144 under the
Securities Act.  


          Under certain circumstances,
holders of 1145 Securities deemed to be “underwriters” may be entitled to
resell their securities pursuant to the limited safe harbor resale provisions
of Rule 144 of the Securities Act, to the extent available, and in compliance
with applicable state and foreign securities laws. Generally, Rule 144 of the
Securities Act provides that persons who are affiliates of an issuer who resell
securities will not be deemed to be underwriters if certain conditions are met.
These conditions include the requirement that current public information with
respect to the issuer be available, a limitation as to the amount of securities
that may be sold in any three-month period, the requirement that the securities
be sold in a “brokers transaction” or in a transaction directly with a “market
maker” and that notice of the resale be filed with the Securities and Exchange
Commission. The Debtors cannot assure, however, that adequate current public
information will exist with respect to any issuer of 1145 Securities and
therefore, that the safe harbor provisions of Rule 144 of the Securities Act
will be available, provided, however, that Newco intends to
register the New Common Stock on a registration statement on Form 10 and become
a reporting issuer under the Securities Exchange Act of 1934, as amended. 


          Pursuant to the Plan,
certificates evidencing 1145 Securities received by Restricted Holders or by a
holder that the Debtors determine is an underwriter within the meaning of
section 1145 of the Bankruptcy Code will bear a legend substantially in the
form below: 


	
  

 
	
 THE
 SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
 SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE
 OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR OTHERWISE
 TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND APPLICABLE
 STATE SECURITIES LAWS OR UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL
 REASONABLY SATISFACTORY TO IT THAT SUCH REGISTRATION OR QUALIFICATION IS NOT
 REQUIRED.

 



          Any
person or entity entitled to receive 1145 Securities who the issuer of such
securities determines to be a statutory underwriter that would otherwise
receive legended securities as provided above, may instead receive certificates
evidencing 1145 Securities without such legend 


110






if, prior to
the distribution of such securities, such person or entity delivers to such
issuer, (i) an opinion of counsel reasonably satisfactory to such issuer to the
effect that the 1145 Securities to be received by such person or entity are not
subject to the restrictions applicable to “underwriters” under section 1145 of
the Bankruptcy Code and may be sold without registration under the Securities
Act and (ii) a certification that such person or entity is not an “underwriter”
within the meaning of section 1145 of the Bankruptcy Code. Any Holder of a
certificate evidencing 1145 Securities bearing such legend may present such
certificate to the transfer agent for 1145 Securities for exchange for one or
more new certificates not bearing such legend or for transfer to a new holder
without such legend at such time as (i) such securities are sold pursuant to an
effective registration statement under the Securities Act or (ii) such holder
delivers to the issuer of such securities an opinion of counsel reasonably
satisfactory to such issuer to the effect that such securities are no longer
subject to the restrictions applicable to “underwriters” under section 1145 of
the Bankruptcy Code or (iii) such effect that (x) such securities
are no longer subject to the restrictions pursuant to an exemption under the
Securities Act and such securities may be sold without registration under the
Securities Act or (y) such transfer is exempt from registration under the
Securities Act, in which event the certificate issued to the transferee shall
not bear such legend. 


          IN
VIEW OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTION OF WHETHER A RECIPIENT
OF SECURITIES MAY BE AN UNDERWRITER OR AN AFFILIATE OF REORGANIZED GREEKTOWN,
THE DEBTORS MAKE NO REPRESENTATIONS CONCERNING THE RIGHT OF ANY PERSON TO TRADE
IN SECURITIES TO BE DISTRIBUTED PURSUANT TO THE PLAN. ACCORDINGLY, THE
NOTEHOLDER PLAN PROPONENTS RECOMMEND THAT POTENTIAL RECIPIENTS OF SECURITIES
CONSULT THEIR OWN COUNSEL CONCERNING WHETHER THEY MAY FREELY TRADE SUCH SECURITIES.



IX. CERTAIN U.S. FEDERAL INCOME TAX
CONSIDERATIONS


          Set
forth below is a very general summary of certain U.S. federal income tax
considerations with respect to the Consummation of the Plan and the receipt of
New Common Stock of Newco with respect to (i) the Debtors and Reorganized
Greektown and (ii) a typical Holder of an Allowed Claim who is entitled to vote
on or to accept or reject the Plan. Except as otherwise noted, the following
summary does not discuss the U.S. federal income tax considerations to Holders
whose Claims are entitled to payment in full in cash or are otherwise
unimpaired under the Plan, or to Holders of Interests or Intercompany Claims,
or with respect to Claims of nontaxable entities (such as an Indian tribal authority
or a government). 


          This
discussion is based on current provisions of the IRC, final, temporary or
proposed Treasury Regulations promulgated thereunder, judicial opinions,
published positions of the Internal Revenue Service (the “Service”) and
all other applicable authorities, all as in effect on the date of this
Disclosure Statement, and all of which are subject to change (possibly with
retroactive effect) and are subject to differing judicial or administrative
interpretations, resulting in U.S. federal income tax considerations different
from those discussed below. There can be no assurance that the Service will not
take a contrary view. No ruling from the Service has been or will be sought nor
will any counsel provide a legal opinion as to any of the tax issues or matters
set forth below. 


111






          Legislative,
judicial or administrative changes or interpretations may be forthcoming that
could alter or modify the statements and conclusions set forth herein. Any such
changes may or may not be retroactive and could affect the tax consequences for
the Holders, the Debtors and Reorganized Greektown. It cannot be predicted
whether any tax legislation will be enacted or, if enacted, whether any tax law
changes contained therein would affect the tax consequences to the Holders, the
Debtors or Reorganized Greektown. 


          The
following discussion assumes that a Holder of an Allowed Claim will hold any
New Common Stock as a “capital asset.” It also assumes that all of the Debtors’
debt obligations constitute indebtedness for U.S. federal income tax purposes. 


          This
discussion is for general information only and addresses only certain material
U.S. federal income tax considerations and does not address all of the
considerations or taxes that may be relevant to a Holder, such as the potential
application of any state, local or foreign tax laws or federal estate or gift
tax laws or the alternative minimum tax. It does not attempt to consider any
facts or limitations applicable to any particular Holder in light of that
Holder’s particular circumstances or to any Holder subject to special rules
under the U.S. federal income tax laws, such as financial institutions, banks,
thrifts, mutual funds, insurance companies, brokers, dealers or traders in
securities, commodities or currencies, tax-exempt organizations, sovereigns,
and entities or organizations treated as sovereigns or states for U.S. federal
income tax purposes, tax-qualified retirement plans, partnerships and other
pass-through entities, investors in such pass-through entities, small business
investment companies, regulated investment companies, real estate investment
trusts, foreign corporations, foreign trusts, foreign estates, Holders who are
not citizens or residents of the United States, or who are not “U.S. persons”
under the Internal Revenue Code, Holders subject to the alternative minimum
tax, Holders holding Claims as part of a hedge, straddle, constructive sale or
other risk reduction strategy or as part of a conversion transaction or other
integrated investment, Holders who have a “functional currency” other than the
U.S. dollar or Holders that acquired interests in connection with the
performance of services. 


          The
Plan contemplates the possible implementation of alternate reorganizational
structures that could potentially have varying tax consequences for the Debtors
and the Holders of Claims. This discussion does not specifically address the
tax consequences of any particular alternate structure or its implementation,
although it generally describes certain considerations that would apply in
certain circumstances. The Debtors and Holders should consult their respective
tax advisers if and when such alternate structures are implemented. 


          THE
TAX LAWS WITH RESPECT TO BANKRUPTCY AND INSOLVENCY MATTERS THAT ARE APPLICABLE
TO LIMITED LIABILITY COMPANIES ARE EXTREMELY COMPLEX AND UNCERTAIN, AND THE
FOLLOWING SUMMARY IS OF A GENERAL NATURE ONLY. HOLDERS OF CLAIMS AND EQUITY
INTERESTS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE U.S. FEDERAL INCOME
TAX CONSIDERATIONS FOR THEM OF THE CONSUMMATION OF THE PLAN, AS WELL AS ANY TAX
CONSEQUENCES ARISING UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS, OR ANY OTHER
FEDERAL TAX LAWS. 


          TO
COMPLY WITH INTERNAL REVENUE SERVICE CIRCULAR 230, 


112






TAXPAYERS ARE HEREBY NOTIFIED THAT (A) ANY
DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS DISCLOSURE STATEMENT IS NOT
INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE
PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON A TAXPAYER UNDER THE
INTERNAL REVENUE CODE, (B) ANY SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH
THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN, AND
(C) TAXPAYERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM
AN INDEPENDENT TAX ADVISOR. 


	
  

 	
  

 
	
 A.

 	
 U.S. Federal Income Tax Considerations for the Debtors 

 



          The
following discussion assumes that Holdings is, and will be, treated as a
partnership (although its future status will be determined in the sole
discretion of the Put Parties) and the current Holders of Interests in Holdings
are, and will be, treated as partners of Holdings for U.S. federal income tax
purposes through the Effective Date. It also assumes that Casino is an entity
disregarded as separate from Holdings for U.S. federal income tax purposes. The
U.S. federal income tax consequences of the Plan to Holdings and its members
are uncertain, and will depend in part on the classification of Reorganized
Holdings and Newco (and, to the extent Newco Sub is formed, Newco Sub) for U.S.
federal income tax purposes, the characterization of the restructuring
transactions and the precise transactions undertaken in connection with the
Plan. The tax returns of Reorganized Greektown and the Debtors for the year in
which cancellation of indebtedness income is recognized by the Debtors in
connection with the Plan, including the allocation of items to and among the
owners of equity Interests in Holdings, and all elections relating thereto as
well as the tax characterization of the restructuring transactions shall be
determined in the sole discretion of the Put Parties. 


	
  

 	
  

 	
  

 
	
  

 	
 1. 

 	
 Gain or Loss on Consummation of the Plan 

 



          Each
of Holdings and the other Debtors will recognize taxable gain or loss on any
taxable disposition of its assets pursuant to the Plan, including the transfer
of the Litigation Trust Assets to the Litigation Trust and any other taxable
transfers of assets by Holdings (such as a taxable sale of its assets or a
deemed or actual taxable transfer to Newco or any other person or persons) or
such Debtor, as applicable. If Holdings recognizes gain or loss, such gain or
loss (all or a portion of which may constitute ordinary income or loss) would
be recognized while Holdings is treated as a partnership for U.S. federal
income tax purposes and allocated among the existing members of Holdings (and
not holders of New Common Stock or New Preferred Stock or Newco or Newco Sub)
in accordance with Holdings’ limited liability company agreement and their
interests in Holdings. Significant limitations apply to the deductibility of
certain losses and deductions of an entity treated as a partnership for U.S.
federal income tax purposes. Existing members of Holdings may also recognize
gain or loss with respect to their interests in Holdings. 


	
  

 	
  

 	
  

 
	
  

 	
 2. 

 	
 Cancellation of Indebtedness 

 



          In
very general terms, the discharge of a debt obligation for an amount less than
the obligation’s adjusted issue price gives rise to cancellation of indebtedness
income (“CODI”) to a debtor, which must be included in the debtor’s
income for U.S. federal income tax purposes, unless payment of the obligation
would have given rise to a deduction for the debtor. Holdings 


113






and the other
Debtors generally will realize substantial amounts of CODI in connection with
the Plan, which will be reported to the Service. The CODI realized by Holdings
and Casino will be allocated among the existing members of Holdings (and not
the holders of New Common Stock and New Preferred Stock or Newco or Newco Sub)
in accordance with Holdings’ limited liability company agreement and such
members’ interests in Holdings. The amount of such CODI will depend upon a
number of factors. Under IRC section 108, under certain circumstances CODI will
not be recognized if the CODI occurs in a case brought under the Bankruptcy
Code, provided the taxpayer is under the jurisdiction of a court in such case
and the cancellation of indebtedness is granted by the court or is pursuant to
the plan approved by the court (the “Bankruptcy Exception”). Generally,
under IRC section 108(b), any CODI excluded from gross income under the
Bankruptcy Exception must be applied against and reduce certain tax attributes
of the taxpayer (including, but not limited to, NOL carryforwards, current year
NOLs, tax credits and tax basis in assets). However, under IRC section
108(d)(6), when a partnership realizes CODI, the partners of such partnership
are treated as receiving their allocable share of such CODI and the Bankruptcy
Exception (and related attribute reduction) is applied at the partner level
rather than the partnership level. Similarly, the exemption from recognition of
CODI for insolvent taxpayers is applied at the partner level as well.
Accordingly, the partners of Holdings will be treated as receiving their
allocable share of CODI realized by Holdings and they may not be able to
utilize the bankruptcy exception. Holdings’ partners include another
partnership, so the potential applicability of the Bankruptcy Exception would
be tested under Section 108(d)(6) at the level of the partners of such
partnership. Any CODI recognized by a member of Holdings will increase such
member’s adjusted tax basis in its Interest. However, as discussed further
below, the reduction in a member’s share of partnership liabilities (e.g., as a
result of the discharge of Holdings’ liabilities under the Plan or otherwise)
will reduce such member’s adjusted tax basis in its partnership interest in
Holdings. These increases and decreases in a member’s adjusted tax basis in its
partnership interest in Holdings will generally be governed by the
organizational documents and membership agreement of Holdings that are in place
as of the cancellation of Holdings’ liabilities for tax purposes and the members’
Interests in Holdings, and are uncertain. To the extent any of the Debtors that
are corporations are treated as realizing CODI, the Bankruptcy Exception would
apply to exclude the CODI from gross income. These corporations would also
respectively be subject to potential tax attribute reduction under IRC section
108(b). 


          In
February 2009, Congress enacted as part of the American Recovery and
Reinvestment Act an elective CODI deferral and ratable inclusion provision with
respect to the reacquisition of “applicable debt instruments” within the
meaning of IRC section 108(i). The Plan provides that such election will not be
made by or with respect to any entity recognizing CODI. 


	
  

 	
  

 	
  

 
	
  

 	
 3. 

 	
 Deemed Distributions 

 



          A
partner’s share of partnership liabilities is generally included in the
partner’s tax basis in its partnership interest, and a reduction in such share
is generally treated as a distribution to such partner. The reductions in
Holding’s liabilities that will occur pursuant to the Plan will be treated as
distributions from Holdings to its members to the extent of their shares of
such reductions. These distributions will first reduce a member’s adjusted tax
basis to zero, and any excess distribution will be taxable to such member, resulting
in income recognition. 


114










	
  

 	
  

 	
  

 
	
  

 	
 4. 

 	
 Section 382 Limitations on Net Operating
 Losses 

 



          If
a corporation undergoes an ownership change, as defined in IRC section 382(g),
the application of pre-change Net Operating Losses (“NOLs”) to reduce income
for any post-change year is limited by IRC section 382. Any NOLs of a Debtor
that is a corporation would be subject to limitation under IRC section 382 by
reason of the Plan.


	
  

 	
  

 	
  

 
	
  

 	
 5. 

 	
 Transfer of Assets to Litigation Trust 

 



          Pursuant
to the Plan, the Debtors will be treated for U.S. federal income tax purposes
as transferring the Litigation Trust Assets to the beneficiaries of the
Litigation Trust followed by the transfer by such beneficiaries to the
Litigation Trust of such Litigation Trust Assets in exchange for beneficial
interests in the Litigation Trust. Accordingly, the transfer of such assets by
the Debtors is a taxable transaction, and may result in the recognition of
income or gain by the Debtors, depending in part on the value of such assets at
the time of transfer. 


	
  

 	
  

 
	
 B.

 	
 U.S. Federal Income Tax Considerations for Holders 

 



          The
following discussion applies to a Holder who (or that) is treated for U.S.
federal income tax purposes as (i) an individual that is a citizen or resident
of the United States, (ii) a corporation or other entity taxable as a
corporation created or organized under the laws of the United States or any
state thereof or the District of Columbia, (iii) an estate, the income of which
is subject to U.S. federal income tax regardless of its source, or (iv) a
trust, if it is subject to the primary supervision of a federal, state or local
court within the United States and one or more U.S. persons have authority to
control all substantial trust decisions or, if the trust has a valid election
in effect under the applicable Treasury Regulations to be treated as a U.S.
person.

          The potential U.S. federal income tax considerations with respect to
the Plan to a Holder of a Claim will depend, among other things, upon the
origin of the Holder’s Claim, whether or not the Holder holds the Claim as a
capital asset, whether the Holder reports income using the accrual or cash
method (or other method) of accounting, the manner in which the Holder acquired
the Claim and its timing in acquiring the Claim, whether the Claim constitutes
a “security” for U.S. federal income tax purposes, whether the Holder has taken
a bad debt deduction or worthless security deduction with respect to such Claim
(or portion of its Claim) in the current year or any prior year, the length of
time the Claim has been held, whether the Claim was acquired at a discount,
whether the Holder has previously included in its taxable income accrued but
unpaid interest with respect to the Claim, and whether the Claim is an
installment obligation for U.S. federal income tax purposes. 


	
  

 	
  

 	
  

 
	
  

 	
 1. 

 	
 Class 1, 7, 11, 16, 20 and 24 Claims
 (Secured Claims of Pre-petition Lenders Against Each Reorganizing Debtor,
 Trappers and Holdings II) 

 



          Under
the Plan, each Holder of an Allowed Claim in Classes 1, 7, 11, 16, 20 and 24
shall receive, in full satisfaction of such Allowed Pre-petition Credit
Agreement Claim, Cash in the full amount of such Holder’s Allowed Pre-petition
Credit Agreement Claim. In general, each Holder of such a Claim should
recognize gain or loss in an amount equal to the difference between (x) the
amount of Cash received by the Holder in satisfaction of its claim, and (y) the
Holder’s adjusted tax basis in its claim. However, the U.S. federal income tax consequences
of 


115






the Plan to
Holders of Allowed Claims in Classes 1, 7, 11, 16, 20 and 24 are uncertain and
will depend in part on such Holder’s particular circumstances, as well as the
factors mentioned above. Holders of such Claims should therefore consult their
tax advisors as to the tax consequences resulting to them as a consequence of
the Consummation of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 2. 

 	
 Class 2, 8, 12, 17, 21 and 25 Claims
 (Allowed Other Secured Claims Against Holdings, Casino, Holdings II,
 Builders, Builders Property, Realty, Realty Property, Trappers and Trappers
 Property) 

 



          Except
to the extent that a Holder of an Allowed Other Secured Claim in Classes 2, 8,
12, 17, 21 or 25 agrees to a different treatment, at the sole option of
Reorganized Greektown with the prior written consent of the Put Parties, (i) on
the Effective Date or as soon thereafter as is practicable, each Allowed Other
Secured Claim shall be Reinstated and rendered unimpaired in accordance with
section 1124(2) of the Bankruptcy Code, notwithstanding any contractual
provision or applicable non-bankruptcy law that entitles the Holder of an
Allowed Other Secured Claim to demand or receive payment of such Allowed Other
Secured Claim prior to the stated maturity of such Allowed Other Secured Claim
from and after the occurrence of a default, (ii) each Holder of an Allowed
Other Secured Claim in Classes 2, 8, 12, 17, 21 or 25 shall receive Cash in an
amount equal to such Allowed Other Secured Claim, including any interest on
such Allowed Other Secured Claim required to be paid pursuant to section 506(b)
of the Bankruptcy Code, on the later of the Effective Date and the date such
Allowed Other Secured Claim becomes an Allowed Other Secured Claim, or as soon
thereafter as is practicable or (iii) each Holder of an Allowed Other Secured
Claim in Classes 2, 8, 12, 17, 21 or 25 shall receive the Collateral securing
its Allowed Other Secured Claim and any interest on such Allowed Other Secured
Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, in
full and complete satisfaction of such Allowed Other Secured Claim on the later
of the Effective Date and the date such Allowed Other Secured Claim becomes an
Allowed. 


          The
U.S. federal income tax consequences of the Plan to Holders of Allowed Claims
in Classes 2, 8, 12, 17, 21 or 25 are uncertain and will depend on a Holder’s
particular circumstances, what the Holder receives, the classification of
Reorganized Holdings for U.S. federal income tax purposes, as well as the factors
mentioned above. Holders of such Claims should therefore consult their tax
advisors as to the tax consequences resulting to them as a consequence of
Consummation of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 3. 

 	
 Class 3 & 13 Claims (Bond Claims
 Against Holdings and Holdings II) 

 



          Each
Holder of an Allowed Claim in Classes 3 and 13 shall receive, in full
satisfaction of such Allowed Claim, (i) subject to Section 4.10.5 of the Plan,
from Newco, such Holder’s Pro Rata share of 140,000 shares of New Common Stock,
(ii) from the Debtors, a share of the Holdings Litigation Trust Interest equal
to the proportion that such Holder’s Allowed Bond Claim bears to the aggregate
amount of all Allowed Bond Claims and all Allowed General Unsecured Claims in
Class 4 and (iii) the right to participate in the Rights Offering and purchase
such Holder’s Pro Rata share of Rights Offering Securities as provided in
Section 4.7 of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 Litigation Trust Interests 

 



          Pursuant
to the Plan, the Debtors will be treated for U.S. federal income tax purposes
as 


116






transferring
the Litigation Trust Assets to the beneficiaries of the Litigation Trust
followed by the transfer by such persons to the Litigation Trust of such
Litigation Trust Assets in exchange for beneficial interests in the Litigation
Trust. All parties shall treat the Litigation Trust as a “liquidating trust” in
accordance with Treasury Regulations Section 301.7701-4(d) of which the
beneficiaries are the grantors and beneficiaries. The Litigation Trustee shall
file returns for the Litigation Trust as a “grantor trust” pursuant to Treasury
Regulations Section 1.671-4(a). Accordingly, each Holder of an Allowed General
Unsecured Claim Against Holdings will be treated for U.S. federal income tax
purposes as directly receiving, and as a direct owner of, its respective share
of the Litigation Trust Assets. The Trustee will make a good-faith valuation of
the Litigation Trust Assets, and all parties must consistently use such
valuation for all U.S. federal income tax purposes. In general, each beneficial
owner of the Litigation Trust should recognize gain or loss in an amount equal
to the difference between (x) the fair market value of its share of the
Litigation Trust Assets that were treated as transferred to such Holder in satisfaction
of its Claim and (y) the portion of the Holder’s adjusted tax basis in the
portion of its Claim exchanged for such assets. The allocation of the tax basis
in a Holder’s Allowed Claim in Classes 3 and 13 among the separate
consideration received by such Holder will be based on their fair market values
and will be determined by the Put Parties in good faith. 


          Subject
to the discussion of the LT Disputed Claims Reserve below, the Litigation
Trust’s taxable income, gain, loss, deduction or credit shall be allocated to
the holders of beneficial interests in accordance with Section 4.12.15(ii) of
the Plan. After the Effective Date, any amount a Holder receives as a
distribution from the Litigation Trust in respect of its beneficial interest in
the Litigation Trust should not be included, for U.S. federal income tax
purposes, in the Holder’s amount realized in respect of its Claim but should be
separately treated as a distribution received in respect of such Holder’s
beneficial (ownership) interest in the Litigation Trust. Holders of beneficial
interests that are subject to special rules under the IRC should carefully
consider the effects on them of the Litigation Trust’s income and activities. 


          Under
IRC Section 468B(g), amounts earned by an escrow account, settlement fund or
similar fund must be subject to current tax. Treasury Regulations provide that
a court-monitored fund established to hold money or other property subject to
conflicting claims of ownership generally is treated as a “disputed ownership
fund,” unless satisfying the more specific requirements of “qualified
settlement fund” treatment. Accordingly, pursuant to the Plan the Litigation
Trustee will (i) make an election pursuant to Treasury Regulations Section
1.468B-9 to treat the LT Disputed Claims Reserve as a “disputed ownership fund”
and (ii) to the extent permitted by applicable law, report consistently for
state and local income tax purposes. In addition, all parties must report
consistently with such treatment. 


          A
disputed ownership fund is subject to a separate entity-level tax, in a manner
similar to either a corporation or a qualified settlement fund, depending upon
the nature of the assets transferred to the fund. 


          In
determining the taxable income of the LT Disputed Claims Reserve, (a) any
amounts transferred by the Debtors or Reorganized Debtors to the account will
be excluded from the account’s income; (b) any interest income or other
earnings with respect to the fund’s assets will be included in the fund’s
income; (c) any sale or exchanges of property by the fund will result in the
recognition of gain or loss in an amount equal to the difference between the
fair market value 


117






of the
property on the date of disposition and the adjusted basis of the fund in such
property; and (d) any administrative costs (including state and local taxes)
incurred by the fund will be deductible by the fund. 


          In
general, a disputed ownership fund’s initial tax basis for property received
from or on behalf of a transferor is the property’s fair market value when
transferred to the fund, and its holding period begins on the date of the
transfer. However, a fund’s initial basis for property received from a
transferor-claimant is the same as the transferor-claimant’s basis immediately
before the transfer, and the fund succeeds to the transferor-claimant’s holding
period for the property. In general, (i) distributions from the LT Disputed
Claims Reserve to holders of beneficial interests in such fund should be taxed
to holders in the same manner as if such amounts were received directly from
the Debtors and (ii) the LT Disputed Claims Reserve must treat a distribution
of property as a sale of the property for a price equal to the property’s fair
market value on the date of distribution. 


	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 Restructuring Transactions. 

 



          Different
structures could potentially have varying tax consequences for the Holders of
Claims in Classes 3 and 13 and the Plan could be implemented in more than one
manner. In addition, the tax treatment of the restructuring transactions are
uncertain, and Holders may recognize taxable gain or loss on the transactions.
The tax characterization and the tax reporting of the restructuring
transactions will be determined in the sole discretion of the Put Parties.
Holders of Claims in Classes 3 and 13 who will receive New Common Stock and who
acquire Rights Offering Securities should consult their tax advisors regarding
the Plan, including but not limited to the receipt and holding of equity
interests in Reorganized Holdings and Newco. Holders should also consult their
respective tax advisors regarding the ultimate structure. Holders that are
subject to special tax rules under the IRC should carefully consider the
effects to them of any momentary ownership they may have of equity interests
in, or assets of, Holdings or Reorganized Holdings, which in each case are
entities that are taxable as partnerships for U.S. federal income tax purposes.



	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 Other Considerations 

 



          The
U.S. federal income tax consequences to a Holder of a Class 3 or 13 Claim that
receives New Common Stock, a share of the Holdings Litigation Trust Interest,
and the right to participate in the Rights Offering pursuant to the Plan are
uncertain and will depend in part on the value of the rights to participate in
the Rights Offering, the characterization of the restructuring transactions,
including the contribution to Newco, whether the restructuring transactions
include a taxable disposition of the Holder’s Claims or of the assets of
Holdings, the allocation of such Holder’s tax basis among the assets it
receives, the Holder’s particular circumstances, and whether Newco Sub is
formed, as well as the factors mentioned above. Holders of such Claims should therefore
consult their tax advisors as to the tax consequences resulting to them from
Consummation of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 4. 

 	
 Class 4, 9, 14, 18, 22, and 26 Claims
 (General Unsecured Claims Against Holdings, Casino, Holdings II, Builders,
 Realty, and Trappers).

 



          Under
the Plan, each Holder of an Allowed Claim in the General Unsecured Classes
shall 


118






receive, in
full satisfaction of such Allowed Claim, (i) a distribution of Cash from the
Unsecured Distribution Fund equal to the proportion that the amount of such
Holder’s Allowed Claim in the General Unsecured Classes bears to the aggregate
amount of all Allowed General Unsecured Claims, and, (ii) if such Holder’s
Allowed General Unsecured Claim is in Class 4, a share of the Holdings
Litigation Trust Interest equal to the proportion that such Holder’s Allowed
General Unsecured Claim bears to the aggregate amount of all Allowed Bond
Claims and all Allowed General Unsecured Claims in Class 4, (iii) if such
Holder’s Allowed General Unsecured Claim is in Class 9, a Pro Rata share of the
Casino Litigation Trust Interest, and (iv) if such Holder’s Allowed General
Unsecured Claim is in Classes 14, 18, 22, or 26, a share of the Other
Litigation Trust Interest equal to the proportion that such Holder’s Allowed
General Unsecured Claim bears to the aggregate amount of all Allowed General
Unsecured Claims in Class 14, 18, 22 and 26. All Litigation Trust Interests
shall be satisfied solely out of Litigation Trust Assets, and Holders of
Allowed Claims in the General Unsecured Classes shall not have recourse to
Reorganized Greektown for unpaid portions of any Litigation Trust Interest. 


          See
“3(a) Litigation Trust Interests”
above for a discussion regarding the receipt and holding of Litigation Trust
Interests. The U.S. federal income tax consequences of the Plan to a Holder of
an Allowed Claim in Classes 4, 9, 14, 18, 22 and 26 will depend upon a Holder’s
particular circumstances and the factors mentioned above. Holders of such
Claims should therefore consult their tax advisors as to the tax consequences
resulting to them as a consequence of Consummation of the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 5. 

 	
 Class 5, 10, 15, 19, 23 & 27 Claims
 (Intercompany Claims) 

 



          Under
the Plan, each obligee Debtor that holds a Class 5, 10, 15, 19, 23 or 27
Intercompany Claim shall receive, in full satisfaction of such Intercompany
Claim against an Obligor Debtor, an interest-free note in a principal amount
equal to a percentage of the total amount of such Intercompany Claim, which
percentage shall be equal to the percentage recovery of the Holders of General
Unsecured Creditors against such Obligor Debtor. The U.S. federal income tax
consequences of the Plan to a Holder of an Intercompany Claim are uncertain and
depend upon a Holder’s particular circumstances and the factors mentioned
above. Holders of such Claims should therefore consult their tax advisors as to
the tax consequences resulting to them as a consequence of Consummation of the
Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 6. 

 	
 Class 6 Claims (Equity Interests – Holdings)
 

 



          Under
the Plan, each Holder of equity Interests in Class 6 shall not receive or
retain any interest or property under the Plan and all such equity Interests
will be cancelled and extinguished. The U.S. federal income tax consequences of
the Plan to a Holder of an equity Interest in Class 6 are uncertain and depend
upon a Holder’s particular circumstances and the factors mentioned above.
Holders of such equity Interests should therefore consult their tax advisors as
to the tax consequences resulting to them as a consequence of Consummation of
the Plan. 


	
  

 	
  

 	
  

 
	
  

 	
 7. 

 	
 Accrued but Unpaid Interest 

 



          A
portion of the consideration received by a Holder of a Claim may be
attributable to accrued but unpaid interest on such Claim. Such amount should
be taxable to that Holder as interest income if such accrued but unpaid
interest has not been previously included in the 


119






Holder’s gross
income for U.S. federal income tax purposes. 


          If
the fair market value of the consideration is not sufficient to fully satisfy
all principal and interest on Allowed Claims, the extent to which such
consideration will be attributable to accrued but unpaid interest is unclear.
Under the Plan, the aggregate consideration to be distributed to Holders of Allowed
Claims in each Class will be allocated first to the principal amount of Allowed
Claims, with any excess allocated to unpaid interest that accrued on such
Claims, if any. The Service could take the position, however, that the
consideration received by the Holder should be allocated in some way other than
as provided in the Plan. EACH HOLDER SHOULD
CONSULT ITS OWN TAX ADVISOR REGARDING THE DETERMINATION OF THE AMOUNT OF
CONSIDERATION RECEIVED UNDER THE PLAN THAT IS ATTRIBUTABLE TO INTEREST. 


	
  

 	
  

 	
  

 
	
  

 	
 8. 

 	
 Market Discount 

 



          Holders
of Allowed Claims may be affected by the “market discount” provisions of IRC
sections 1276 through 1278. Under these provisions, some or all of any gain
realized by a Holder may be treated as ordinary income (instead of capital
gain), to the extent of the amount of accrued “market discount” on such Allowed
Claims. 


          In
general, a debt obligation with a fixed maturity of more than one year that is
acquired by a holder on the secondary market (or, in certain circumstances,
upon original issuance) is considered to be acquired with “market discount” as
to that holder if the debt obligation’s stated redemption price at maturity (or
revised issue price as defined in IRC section 1278, in the case of a debt
obligation issued with original issue discount) exceeds the tax basis of the
debt obligation in the holder’s hands immediately after its acquisition.
However, a debt obligation is not a “market discount bond” if the excess is
less than a statutory de minimis amount (equal to 0.25% of the debt
obligation’s stated redemption price at maturity or revised issue price, in the
case of a debt obligation issued with original issue discount, multiplied by
the number of complete years remaining until maturity at the time of the acquisition).



          Absent
an election to include market discount into income currently as it accrued, any
gain recognized by a Holder on the taxable disposition of Allowed Claims that
were acquired with market discount should be treated as ordinary income to the
extent of the market discount that accrued thereon while the Allowed Claims
were considered to be held by the Holder. To the extent that the Allowed Claims
that were acquired with market discount are exchanged in a tax-free transaction
for other property, any market discount that accrued on the Allowed Claims
(i.e., up to the time of the exchange) but was not recognized by the Holder is
carried over to the property received therefor and any gain recognized on the
subsequent sale, exchange, redemption or other disposition of such property is
treated as ordinary income to the extent of such accrued market discount. 


	
  

 	
  

 	
  

 
	
  

 	
 9. 

 	
 Information Reporting and Backup
 Withholding 

 



          In
general, information reporting requirements may apply to distributions or
payments under the Plan. Additionally, under the backup withholding rules, a
Holder of a Claim may be subject to backup withholding (currently at a rate of
28%) with respect to distributions or payments made pursuant to the Plan unless
that Holder: (a) comes within certain exempt 


120






categories
(which generally include corporations) and, when required, demonstrates that
fact; or (b) provides a correct taxpayer identification number and certifies
under penalty of perjury that the taxpayer identification number is correct and
that the Holder is not subject to backup withholding because of a failure to
report all dividend and interest income. Backup withholding is not an
additional tax but is, instead, an advance payment that may be refunded to the
extent it results in an overpayment of tax; provided, however, that the
required information is timely provided to the Service.  


	
  

 	
  

 	
  

 
	
  

 	
 10. 

 	
 Holders of New Equity of Newco 

 



          The
federal income taxation of Holders of New Common Stock and New Preferred Stock
of Newco will depend upon, among other things, the precise structure and
implementation of the Plan, and a Holder’s particular circumstances. Holders of
New Common Stock and New Preferred Stock should consult their own tax advisors
regarding the issuance, holding and disposition of New Common Stock and New
Preferred Stock. Newco itself will be classified as a corporation for U.S.
federal income tax purposes, and it and its subsidiaries may have significant
tax liabilities, including by reason of the restructuring transactions, and
also by reason of its holding structure. 


	
  

 	
  

 	
  

 
	
  

 	
 11. 

 	
 State and Local Taxes. 

 



          In
addition to the U.S. federal income tax considerations described above, Holders
and the Debtors should consider the potential state and local tax consequences
of the Plan, including with respect to alternative reorganizational structures.
It is possible that significant amounts of state and local taxes may be owed by
Holders and by the Debtors or Reorganized Greektown with respect to the Plan. Any
such tax liabilities could have material financial consequences to the Debtors,
the Holders or Reorganized Greektown. 


          NO
REPRESENTATIONS ARE MADE REGARDING THE PARTICULAR TAX CONSEQUENCES OF THE PLAN
TO ANY HOLDER OF A CLAIM OR INTEREST. EACH HOLDER OF A CLAIM OR INTEREST IS
STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL AND
FOREIGN TAX CONSEQUENCES OF THE TRANSACTIONS DESCRIBED HEREIN AND IN THE PLAN. 


X. VOTING INSTRUCTIONS


	
  

 	
  

 
	
 A.

 	
 Record Date 

 



          On
December 7, 2009, the Bankruptcy Court entered the Solicitation Procedures
Order approving the adequacy of this Disclosure Statement and approving the
Solicitation Procedures (as defined in the Solicitation Procedures Motion,
incorporated by reference into the Solicitation Procedures Order), which set
forth procedures for the solicitation of votes to accept or reject the Plan.
The procedures for solicitation of votes to accept or reject the Plan are
provided in the Solicitation Procedures Motion. In addition to approving the
Solicitation Procedures, the Solicitation Procedures Order established certain
dates and deadlines, including the date for the Confirmation Hearing, the
Voting Record Date, and the Voting Deadline. The Solicitation Procedures Order
also approved the forms of Ballots and certain Confirmation-related notices. 


121






The
Solicitation Procedures Order and Solicitation Procedures should be read in
conjunction with this Article X. Capitalized terms used in this Article X that
are not otherwise defined in this Disclosure Statement or the Plan have the
meanings given them in the Solicitation Procedures. 


	
  

 	
  

 
	
 B.

 	
 Confirmation Generally 

 



          The
Bankruptcy Court may confirm a plan only if it determines that the plan
complies with the requirements of chapter 11 of the Bankruptcy Code. One of
these requirements is that the Bankruptcy Court find, among other things, that
the plan has been accepted by the requisite votes of all classes of impaired
claims and impaired interests unless approval will be sought under Bankruptcy
Code section 1129(b) despite the non-acceptance by one or more such classes.
The process by which the Debtors solicit votes to accept or reject the Plan
will be governed by the Solicitation Procedures Order and the Solicitation
Procedures. 


          The
following is a brief and general summary of the Solicitation Procedures. Claim
and Interest Holders are encouraged to review the Solicitation Procedures
Order, the Solicitation Procedures, the relevant provisions of the Bankruptcy
Code, and to consult their own advisors. To the extent of any inconsistency
between the summary below and the Solicitation Procedures Order or the
Solicitation Procedures, the Solicitation Procedures Order and the Solicitation
Procedures control. 


	
  

 	
  

 
	
 C.

 	
 Who Can Vote 

 



          In
general, a claim or interest holder may vote to accept or reject a plan if (i)
no party in interest has objected to such claim or interest, and (ii) the claim
or interest is impaired by the plan. If the holder of an impaired claim or interest
will not receive any distribution under the plan for the claim or interest, the
Bankruptcy Code deems such holder to have rejected the plan for that claim or
interest. If a claim or interest is not impaired, the Bankruptcy Code deems
that the holder of such claim or interest has accepted the plan and the plan
proponent need not solicit such holder’s vote. 


          Under
Bankruptcy Code section 1124, a class of claims or interests is deemed to be
“impaired” under a plan unless the plan leaves unaltered the claim or interest
holder’s legal, equitable, and contractual rights, or, notwithstanding any
legal right to accelerate payment of such claim or interest, the plan cures all
existing defaults (other than defaults resulting from the occurrence of bankruptcy
events), reinstates the maturity of such claim or interest as it existed before
the default, compensates the holder of such claim or interest for any damages
incurred as result of reasonable reliance on the holder’s legal right to an
accelerated payment, and does not otherwise alter the legal, equitable, or
contractual rights to which such claim or interest holder is entitled. 


          None
of the Impaired Interest Holders are entitled to vote on the Plan. Only the
following Impaired Claims in Voting Classes shall be entitled to vote on the
Plan with regard to such Claims: 


	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 Holders of
 Claims for which Proofs of Claim have been timely filed, as reflected on the
 Claims register, as of the Voting Record Date; 

 


122










	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 Holders of
 Claims that are listed in the Debtors’ Schedules, with the exception of those
 Claims that are listed in the Schedules as contingent, unliquidated, and/or
 disputed (excluding such Claims listed in the Debtors’ Schedules that have
 been superseded by a timely filed Proof of Claim); and 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 Holders
 whose Claims arise pursuant to an agreement or settlement with the Debtors
 executed before the Voting Record Date, as reflected in a document filed with
 the Bankruptcy Court, in an order of the Bankruptcy Court, or in a document
 executed by the Debtors pursuant to authority granted by the Bankruptcy
 Court, regardless of whether a Proof of Claim has been filed. 

 



          The
assignee of a transferred and assigned Claim (whether a timely-Filed Claim or a
Claim on the Schedules) shall be permitted to vote such Claim only if (i) the
transfer or assignment has been fully effected under the procedures dictated by
Bankruptcy Rule 3001(e) and (ii) such transferor and assignor of such Claim
would be permitted to vote such Claim if such transfer and assignment had not
occurred. 


          For
purposes of determining the Claim amount associated with each Holder’s vote,
such amount shall not include applicable interest accrued after the Petition
Date only if the Claim Holder is entitled to payment of interest under the
Plan. 


          A
vote may be disregarded under Bankruptcy Code section 1126(e) if the Bankruptcy
Court determines that it was not solicited or procured in good faith or in
accordance with the provisions of the Bankruptcy Code. The Solicitation
Procedures also set forth assumptions and procedures for tabulating Ballots. 


	
  

 	
  

 	
  

 
	
 D.

 	
 Classes Impaired Under the Plan

 
	
  

 	
  

 	
  

 
	
  

 	
 1. 

 	
 Impaired Voting Classes of Claims and
 Interests 

 



          Classes
3, 4, 9, 13, 14, 18, 22 and 26 are Impaired under the Plan and are therefore
entitled to vote to accept or reject the Plan. 


	
  

 	
  

 
	
 2. 

 	
 Impaired Non-Voting Classes of Claims and
 Interests 

 



          Class
6 is wholly Impaired under the Plan and is deemed to have rejected the Plan
under Bankruptcy Code section 1126(g). Holders of Intercompany Claims in
Classes 5, 10, 15, 19, 23, and 27 are required under the terms of the
Stipulation to vote in favor of the Plan and therefore are deemed to accept the
Plan. Thus, Holders in such Classes will not be solicited to vote on the Plan. 


          Under
the Solicitation Procedures, these parties will receive a notice, substantially
in the form attached as an exhibit to the Solicitation Procedures Order,
notifying them of their non-voting rights. 


	
  

 	
  

 
	
 E.

 	
 Contents of the Solicitation Package 

 



          The
following materials will constitute the Solicitation Package: 


123










	
  

 	
  

 	
  

 
	
  

 	
 1.

 	
 The Plan; 

 
	
  

 	
  

 	
  

 
	
  

 	
 2.

 	
 The
 Disclosure Statement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 3.

 	
 The
 Solicitation Procedures Order (without exhibits); 

 
	
  

 	
  

 	
  

 
	
  

 	
 4.

 	
 The Confirmation
 Hearing Notice; 

 
	
  

 	
  

 	
  

 
	
  

 	
 5.

 	
 The
 appropriate Ballot and voting instructions; 

 
	
  

 	
  

 	
  

 
	
  

 	
 6.

 	
 A
 pre-addressed, postage pre-paid, return envelope; 

 
	
  

 	
  

 	
  

 
	
  

 	
 7.

 	
 An
 appropriate cover letter describing the contents of the Solicitation Package;
 and 

 
	
  

 	
  

 	
  

 
	
  

 	
 8.

 	
 The Committee
 Solicitation Letter. 

 



          Any
party who receives portions of the Solicitation Package in electronic format
but who desires a paper copy of these documents may request a copy from the
Claims Agent. The Solicitation Package (except the Ballots) may also be
obtained by accessing the Debtors’ restructuring website at
http://www.kccllc.net/greektowncasino. 


	
  

 	
  

 
	
 F.

 	
 Distribution of Solicitation Package 

 



          The
Solicitation Package will be served on the Debtors, the Holders of Claims in
the Voting Classes; the Internal Revenue Service; the United States Trustee for
the Eastern District of Michigan; and all other parties in interest on the
Voting Record Date. 


	
  

 	
  

 
	
 G.

 	
 Voting 

 



          The
Claims Agent will carry out the solicitation process, including answering
questions regarding the procedures and requirements for voting to accept or
reject the Plan and for objecting to the Plan, providing additional copies of
all materials, and overseeing the voting tabulation process. 


          To
be counted, Ballots cast by Holders of Claims in Voting Classes indicating
acceptance or rejection of the Plan must be RECEIVED by the Claims Agent by the
Voting Deadline at the address listed on the Ballot, whether by first-class
mail, overnight courier, or personal delivery. The Ballots and the accompanying
pre-addressed postage-paid envelopes will clearly indicate the appropriate
return address. Completed Ballots must be returned to (1) for Holders of Claims
in the General Unsecured Classes, Greektown Holdings, LLC, C/O Kurtzman Carson
Consultants LLC, 2335 Alaska Avenue, El Segundo, CA 90245, Attn: Ballot
Processing Department; or (2) for Holders of Bond Claims, to your nominee for
processing and delivery to Greektown Balloting Center, c/o Kurtzman Carson Consultants
LLC, Attn: David M. Sharp, 1230 Avenue of the Americas, 7th Floor, New York,
New York 10020. Such Ballots should be cast in accordance with the Solicitation
Procedures. Any Ballot received after the Voting Deadline will be counted in
the Noteholder Plan Proponents’ sole discretion. 


124






          For
answers to any questions regarding the Solicitation Procedures, parties may
call the Claims Agent toll free at 866-381-9100. 


          To
obtain an additional copy of the Plan, this Disclosure Statement, or other
Solicitation Package materials (including Ballots), please refer to the Claims
Agent’s website at http://www.kccllc.net/greektowncasmo or request a copy from
the Claims Agent by mail at 2335 Alaska Avenue, El Segundo, California 90245,
Attn: Greektown Balloting; by telephone toll free at 866-381-9100; or by e-mail
at greektowmnfor@kccllc.com. 


	
  

 	
  

 
	
 H.

 	
 Establishing Claim Amounts 

 



          In
tabulating votes, the following hierarchy will be used to determine the Claim
amount associated with each Creditor’s vote: 


          (1)          The
Claim’s Allowed Amount, if the Claim has been Allowed pursuant to Court order; 


          (2)          The
Claim amount settled and/or agreed upon by the Debtors and the Noteholder Plan
Proponents prior to the Voting Record Date, as reflected in a court pleading,
stipulation, term sheet, agreement, or other document filed with the Bankruptcy
Court, in an order entered by the Bankruptcy Court, or in a document executed
by the Debtors and the Noteholder Plan Proponents pursuant to authority granted
by the Bankruptcy Court, regardless of whether a Proof of Claim has been filed;



          (3)          The
Claim amount contained on a Proof of Claim that has been timely filed by the
relevant Bar Date (or deemed timely filed by the Bankruptcy Court under
applicable law); provided, however, that Ballots cast by Holders whose Claims
are not listed on the Debtors’ Schedules, but who timely filed Proofs of Claim
in unliquidated or unknown amounts that are not the subject of an objection
filed before the Voting Deadline, will count for satisfying the numerosity
requirement of section 1126(c) of the Bankruptcy Code, and the unliquidated or
unknown portion of the Claims will count in the amount of $1.00 solely for the
purposes of satisfying the dollar amount provisions of section 1126(c) of the
Bankruptcy Code; and 


          (4)          The
Claim amount listed in the Debtors’ Schedules, provided that such Claim is not
scheduled as contingent, disputed, and/or unliquidated and has not been paid. 


          (5)          In
the absence of any of the foregoing at zero. 


          The
Claim amount established pursuant to the foregoing will control for voting
purposes only, and will not be determinative of the Allowed Amount of any Claim.



	
  

 	
  

 
	
 I.

 	
 Ballot Tabulation 

 



          The
following voting procedures and standard assumptions shall be used in
tabulating Ballots: 


          (1)          Except
as otherwise provided in the Solicitation Procedures, unless a Ballot being
furnished is timely submitted on or prior to the Voting Deadline, the
Noteholder Plan Proponents 


125






may reject
such Ballot as invalid and, therefore, decline to count it in connection with
Confirmation; 


          (2)          The
method of delivery of Ballots to be sent to the Balloting Agent is at the
election and risk of each Holder, and except as otherwise provided, a Ballot
will be deemed delivered only when the Balloting Agent actually receives the
original executed Ballot; 


          (3)          An
original executed Ballot is required to be submitted by the Person submitting
such Ballot. Delivery of a Ballot to the Balloting Agent by facsimile, e-mail,
or any other electronic means will not be valid; 


          (4)          No
Ballot should be sent to any of the Debtors, the Noteholder Plan Proponents.
the Debtors’ agents. The Noteholder Plan Proponents’ agents (other than the
Balloting Agent), any indenture trustee (unless specifically instructed to do
so), the Debtors’ financial or legal advisors, or the Noteholder Plan
Proponents’ financial or legal advisors and, if so sent, will not be counted; 


          (5)          The
Noteholder Plan Proponents expressly reserve the right to amend from time to
time the terms of the Plan in accordance with the terms thereof (subject to
compliance with the requirements of section 1127 of the Bankruptcy Code and the
terms of the Plan regarding modification); 


          (6)          If
multiple Ballots are received from the same Claim Holder with respect to the
same Claim prior to the Voting Deadline, the latest valid Ballot will be deemed
to reflect that voter’s intent and will supersede and revoke any prior received
Ballot for the same Claim; 


          (7)          Claim
Holders must vote all of their Claims within a particular Class either to
accept or to reject the Plan and may not split such votes. Accordingly, a
Ballot that partially rejects and partially accepts the Plan will not be
counted. Further, to the extent there are multiple Claims within the same
Class, the Noteholder Plan Proponents may, in their sole discretion, aggregate
the Claims of any particular Holder within a Class for the purpose of counting
votes; 


          (8)          A
person signing a Ballot in its capacity as a trustee, executor, administrator,
guardian, attorney in fact, officer of a corporation, or otherwise acting in a
fiduciary or representative capacity should indicate such capacity when signing
and must submit proper evidence to the requesting party to so act on behalf of
such Holder or beneficial Holder; 


          (9)          The
Noteholder Plan Proponents, subject to contrary order of the Bankruptcy Court,
may waive any defects or irregularities as to any particular Ballot at any
time, either before or after the Voting Deadline, and any such waivers will be
documented in the Voting Report; 


          (10)         Neither
the Noteholder Plan Proponents, the Debtors, nor any other Person, will be
under any duty to provide notification of defects or irregularities with
respect to delivered Ballots other than as provided in the Voting Report, nor
will any of them incur any liability for failure to provide such notification; 


126






          (11)          Unless
waived or as ordered by the Bankruptcy Court, any defects or irregularities in
connection with deliveries of Ballots must be cured prior to the Voting
Deadline or such Ballots will not be counted; 


          (12)          If
a Claim is listed in the Schedules as being a non-Priority Claim (or is not
listed in the Schedules) and a Proof of Claim is filed as a Priority Claim (in
whole or in part), such Claim will be temporarily Allowed for voting purposes
as a non-Priority Claim in an amount that such Claim would have been so Allowed
in accordance with the tabulation procedures set forth in the Solicitation
Procedures had such Proof of Claim been filed as a non-Priority Claim; 


          (13)          If
a Claim is listed in the Schedules as being an unsecured Claim (or is not
listed in the Schedules) and a Proof of Claim is filed as a Secured Claim (in
whole or in part), such Claim will be temporarily Allowed for voting purposes
as an unsecured Claim in an amount that such Claim would have been so Allowed
in accordance with the tabulation procedures set forth in the Solicitation
Procedures had such Proof of Claim been filed as an unsecured Claim. 


          (14)          Subject
to any contrary order of the Bankruptcy Court, the Noteholder Plan Proponents
reserve the right to reject any and all Ballots not in proper form, the
acceptance of which, in the opinion of the Noteholder Plan Proponents, would
not be in accordance with the provisions of the Bankruptcy Code or the
Bankruptcy Rules; provided, however, that any such rejections will be
documented in the Voting Report; 


          (15)          If
a Claim has been estimated or otherwise allowed for voting purposes only by an
order of the Bankruptcy Court, such Claim shall be temporarily allowed in the
amount so estimated or allowed by the Bankruptcy Court for voting purposes only
and not for purposes of allowance or distribution; 


          (16)          The
following Ballots shall not be counted in determining the acceptance or
rejection of the Plan: (i) any Ballot that is illegible or contains
insufficient information to permit the identification of the Claim Holder; (ii)
any Ballot cast by a Person that does not hold a Claim in a Class that is
entitled to vote on the Plan; (iii) any Ballot cast for a Claim listed on the
Debtors’ Schedules as contingent, unliquidated, and/or disputed for which no
Proof of Claim was timely filed; (iv) any unsigned Ballot or one lacking an
original signature; (v) any Ballot not marked to accept or reject the Plan, or
marked both to accept and reject the Plan; and (vi) any Ballot submitted by any
Person not entitled to vote pursuant to the procedures described in the
Solicitation Procedures. 


	
  

 	
  

 
	
 J.

 	
 Subscription Procedures 

 



The following
procedures will be used to effectuate the subscription to the Rights Offering. 


          (1)          The
Noteholder Plan Proponents will send Master Subscription Forms, to nominees and
registered holders of Bond Claims determined as of the Rights Offering Record
Date, including, without limitation, brokers, banks, dealers, or other agents
or nominees (collectively, the “Nominees”). Each Nominee will receive
copies of Beneficial Holder Subscription Forms together with appropriate
instructions for the proper completion, due execution, and timely delivery of
the Beneficial Holder Subscription Form, for distribution to the beneficial
owners of the Claims for whom such Nominee holds such Claims. 


127






          (2)          In
order to exercise Subscription Rights, each Holder of an Allowed Bond Claim
must: (a) be a Holder as of the Rights Offering Record Date, and (b) return a
duly completed Subscription Form to such Holder’s nominee so that the Master
Subscription Form of such nominee, together with copies of the Beneficial
Holder Subscription Forms, is actually received by the Rights Offering Agent on
or before the Subscription Expiration Date. If the Rights Offering Agent for
any reason does not receive a Holder’s Beneficial Holder Subscription Form on
or prior to the Subscription Expiration Date, such Holder shall be deemed to
have relinquished and waived its right to participate in the Rights Offering 


          (3)          Each
party that has exercised Subscription Rights shall receive the Effective Date
Notice at least thirty (30) days prior to the Anticipated Effective Date, which
will provide notice of the Rights Offering Funding Date. Each Holder of an
Allowed Bond Claim that has exercised Subscription Rights is obligated pay to
the Rights Offering Agent on or before the Rights Offering Funding Date such
Holder’s Holder Purchase Payment in accordance with the wire instructions set
forth on the Effective Date Notice or by bank or cashier’s check delivered to
the Rights Offering Agent. If, on or prior to the Rights Offering Funding Date,
the Rights Offering Agent for any reason does not receive from a given Holder
of Subscription Rights the Holder Purchase Payment in immediately available
funds as set forth above, such Holder shall be deemed to have relinquished and
waived (i) its right under the Plan to receive any of the distribution of New
Common Stock provided to Holders of Allowed Bond Claims pursuant to section
3.4.2 of the Plan and (ii) its right to participate in the Rights Offering; provided,
however that the Put Parties have the right to bring an action in the
Bankruptcy Court for specific performance and reimbursement of any costs and
fees associated with such action, and all consequential damages arising from
such breach, which consequential damages may exceed the amount of such Holder’s
Holder Purchase Payment, against any Holder that has exercised Subscription
Rights but does not provide the Holder Purchase Payment in immediately
available funds as set forth above on or prior to the Rights Offering Funding
Date. 


          (4)          Following
Confirmation, each party that has exercised Subscription Rights will receive
the Effective Date Notice requiring payment on Rights Offering Funding Date.
The Noteholder Plan Proponents will undertake commercially reasonable efforts
to provide at least fifteen (15) days notice of the Rights Offering Funding
Date and to provide for such date to be as close as possible to the Effective
Date. However, the Noteholder Plan Proponents cannot predict the occurrence of
the Effective Date with any certainty. 


          (5)          Purchasers
of Rights Offering Securities that do not provide certain documentation will
receive no more than 4.9% of the Total Equity Shares of Newco and the remainder
of their purchased Rights Offering Securities in Rights Offering Warrants.
Rights Offering participants may receive all of their Rights Offering Securities
in Rights Offering Shares if they provide documentation in the manner described
and within the time required in the Effective Date Notice that they are MGCB
Qualified. Rights Offering participants may receive Rights Offering Shares
representing up to 14.9% of the Total Equity Shares of Newco if they provide
documentation in the manner described and within the time required in the
Effective Date Notice that they are qualified as an Institutional Investor with
waivers of the Gaming Act’s eligibility and suitability requirements. 


          (6)          Should
the Plan be confirmed but not become effective, the Rights Offering 


128






Agent will
return all Holder Purchase Payments received from Holders who elected to
participate in the Rights Offering to such Holders. No further liability shall
attach to any of the Rights Offering Agent, the Noteholder Plan Proponents, or
the Debtors. 


XI. RECOMMENDATION


          In
the Noteholder Plan Proponents’ opinion, the Plan is in the best interests of
all creditors and urge the Holders of Claims entitled to vote to accept the
Plan and to evidence such acceptance by returning their Ballots so they will be
received by the Voting Agent no later than January 4, 2010 at 7:00 p.m. eastern
standard time. 


 [Signature Pages Follow]


129








	
  

 	
  

 	
  

 
	
 December 7,
 2009

 	
 Respectfully Submitted,

 
	
  

 	
  

 
	
  

 	
 JOHN HANCOCK STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK TRUST STRATEGIC INCOME TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK HIGH YIELD FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK TRUST HIGH INCOME TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 














	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II HIGH 

 
	
  

 	
 INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK INCOME SECURITIES TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK INVESTORS TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS III

 
	
  

 	
 LEVERAGED COMPANIES FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 














	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II ACTIVE 

 
	
  

 	
 BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS TRUST

 
	
  

 	
 ACTIVE BOND TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND U.S. BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND U.S. HIGH YIELD FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND STRATEGIC INCOME

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 














	
  

 	
  

 	
  

 
	
  

 	
 MIL STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Barry Evans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Barry Evans

 
	
  

 	
  

 	
 President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER CHAMPION INCOME FUND

 
	
  

 	
 By: Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER STRATEGIC INCOME FUND

 
	
  

 	
 By: 

 	
 Oppenheimer Funds, Inc. as investment

 
	
  

 	
  

 	
 advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER STRATEGIC BOND FUND / VA

 
	
  

 	
 By: Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 














	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER HIGH INCOME FUND / VA

 
	
  

 	
 By: Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

 
	
  

 	
 By: Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Margaret Hui

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Margaret Hui

 
	
  

 	
  

 	
 Vice
 President

 
	
  

 	
  

 	
  

 
	
  

 	
 BRIGADE CAPITAL MANAGEMENT

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Don Morgan

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Don Morgan

 
	
  

 	
  

 	
 Managing
 Partner

 
	
  

 	
  

 	
  

 
	
  

 	
 SOLA LTD

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Christopher Pucillo

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Christopher
 Pucillo

 
	
  

 	
  

 	
 Director

 
	
  

 	
  

 	
  

 
	
  

 	
 SOLUS CORE OPPORTUNITIES 

 
	
  

 	
 MASTER FUND LTD

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Christopher Pucillo

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Christopher
 Pucillo

 
	
  

 	
  

 	
 Director

 














	
  

 	
  

 	
  

 
	
  

 	
 OFFICIAL COMMITTEE OF

 
	
  

 	
 UNSECURED CREDITORS

 
	
  

 	
  

 
	
  

 	
 By Its
 Counsel, Clark Hill PLLC

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/Joel
 D. Applebaum

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Joel D.
 Applebaum

 
	
  

 	
  

 	
 Member,
 Clark Hill PLLC

 
	
  

 	
  

 	
  

 
	
  

 	
 DEUTSCHE BANK TRUST COMPANY

 
	
  

 	
 AMERICAS, AS INDENTURE TRUSTEE

 
	
  

 	
  

 	
  

 
	
  

 	
 By Its
 Counsel Moses & Singer LLP

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Mark N. Parry

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Mark N.
 Parry

 
	
  

 	
  

 	
 Partner,
 Moses & Singer LLP

 














	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
 December 7,
 2009

 	
 Prepared By:

 
	
  

 	
  

 	
  

 
	
  

 	
 GOODWIN
 PROCTER LLP

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Allan S. Brilliant

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Allan S.
 Brilliant

 
	
  

 	
  

 	
 Craig P.
 Druehl

 
	
  

 	
  

 	
 Stephen M.
 Wolpert

 
	
  

 	
  

 	
 K. Brent
 Tomer

 
	
  

 	
 The New York
 Times Building

 
	
  

 	
 620 Eighth
 Avenue

 
	
  

 	
 New York, NY
 10018

 
	
  

 	
 abrilliant@goodwinprocter.com

 
	
  

 	
 cdruehl@goodwinprocter.com

 
	
  

 	
 swolpert@goodwinprocter.com

 
	
  

 	
 ktomer@goodwinprocter.com

 
	
  

 	
  

 	
  

 
	
  

 	
 Counsel to Certain Noteholder Plan
 Proponents

 
	
  

 	
  

 	
  

 
	
  

 	
 CLARK HILL
 PLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Joel D. Applebaum

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Joel D.
 Applebaum (P36774)

 
	
  

 	
  

 	
 Robert D.
 Gordon (P48627)

 
	
  

 	
  

 	
 Shannon L.
 Deeby (P60242)

 
	
  

 	
 500 Woodward
 Avenue, Suite 3500

 
	
  

 	
 Detroit,
 Michigan 48226-3435

 
	
  

 	
 (313)
 965-8300

 
	
  

 	
 japplebaum@clarkhill.com

 
	
  

 	
 rgordon@clarkhill.com

 
	
  

 	
 sdeeby@clarkhill.com

 
	
  

 	
  

 	
  

 
	
  

 	
 Counsel to the Official Committee of

 
	
  

 	
 Unsecured Creditors

 














	
  

 	
  

 	
  

 
	
  

 	
 MOSES AND
 SINGER LLP

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
      /s/
 Mark N. Parry

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Mark N.
 Parry

 
	
  

 	
  

 	
 Alan Kolod

 
	
  

 	
  

 	
 Declan M.
 Butvick

 
	
  

 	
 The Chrysler
 Building

 
	
  

 	
 405
 Lexington Avenue

 
	
  

 	
 New York,
 New York 10174

 
	
  

 	
 mparry@mosessinger.com

 
	
  

 	
 akolod@mosessinger.com

 
	
  

 	
 dbutvick@mosessinger.com

 
	
  

 	
  

 	
  

 
	
  

 	
 Counsel to Indenture Trustee