Exhibit 10.15


LETTER AGREEMENT


NOVEMBER 13, 2009 


                    This
letter agreement (including the Exhibits and Schedules hereto, the “Agreement”), dated as
of November 13, 2009, is entered into by and between the entities set forth on Schedule
1 hereto (each a “Plan
Sponsor” and, collectively the “Plan Sponsors”) and the entities set
forth on Schedule 2 hereto (each a “Designated Entity” and, collectively the “Designated Entities”).



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


WHEREAS, the Plan
Sponsors filed a competing plan of reorganization on November 2, 2009 (as
amended, modified or supplemented from time to time in accordance with the
terms hereof, the “Plan”),
and 


WHEREAS, the
Designated Entities have agreed, pursuant and subject to the terms and
conditions hereof, to (i) support the Plan and (ii) request the Bankruptcy
Court to adjourn the confirmation hearing regarding the Debtors’ Plan as
contemplated by Section 1(d) hereof so that the Plan may be considered (“Current Confirmation Hearing”),
and 


WHEREAS, pursuant to
the Plan, Holdings, as reorganized, will issue on the effective date of the
Plan (the “Effective
Date”) an aggregate principal amount of approximately
$385,000,000 of new senior secured notes (the “Senior Secured Notes”) pursuant to a
note purchase agreement (such transaction, the “Senior Secured Notes Offering”), and 


WHEREAS, in the
context of the Plan and the Cases, certain of the Plan Sponsors, severally and
not jointly, and the Designated Entities, severally and not jointly, are
agreeing to structure, arrange and commit to the purchase of Senior Secured
Notes, and 


NOW, THEREFORE, for
good and valuable consideration, the Plan Sponsors and the Designated Entities
agree, according to the terms and conditions hereof, among themselves as
follows: 


                    1.
Designated Entities’ Support of the Plan.
Subject to the terms and conditions set forth in this Agreement, until the
occurrence of a Milestone Failure Event (as defined below) or termination of
this Agreement pursuant to Section 10 hereof, each Designated Entity hereby
agrees that: 


                    (a)
(i) It shall actively assist the Plan Sponsors in achieving confirmation of the
Plan and obtaining all necessary or appropriate regulatory approvals, and (ii)
shall not directly or indirectly sell, assign, pledge, hypothecate, grant an
option on, or otherwise dispose of (each, a “transfer”) any of the claims arising
under the Credit Agreement (as defined below) (the “Secured Claims”) held
by such Designated Entity on the date such Designated Entity executes this
Agreement (the “Designated
Entity Claims”); provided, however, that any
Designated Entity may transfer any of its Secured Claims (so long as such
transfer is not otherwise prohibited by any order of the Bankruptcy Court) to
an entity that agrees 





in writing to
be bound by the terms of this Agreement and to become a “Designated Entity” for
purposes of this Agreement; provided, further, that any Secured Claims so
transferred by a Designated Entity to a Plan Sponsor shall become “Sponsor
Claims” for purposes of this Agreement and not “Designated Entity Claims”, and
no Plan Sponsor shall become a “Designated Entity” for purposes of this
Agreement by virtue of any such transfer. This Agreement shall in no way be
construed to preclude any Designated Entity from acquiring additional Secured
Claims; provided, however, that, subject to Section 11 hereof,
any such additional holdings shall automatically be deemed to be subject to all
of the terms of this Agreement (but shall not be taken into account for
purposes of Section 2(e)). 


                    (b)
It shall, and shall direct Merrill Lynch Capital Corporation, as the
administrative agent (the “Administrative
Agent”) for the lenders from time to time party to that certain
Credit Agreement, dated as of December 2, 2005 with Holdings and Greektown
Holdings II, Inc. as borrowers (as amended, restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), to (i) not directly or
indirectly seek, solicit, support or encourage any plan other than the Plan, or
any sale, proposal or offer of dissolution, winding up, liquidation, merger,
reorganization or restructuring of the Debtors that reasonably could be
expected to prevent, delay or impede the successful implementation of the
restructuring of the Debtors as contemplated by the Plan and applicable
documentation, and (ii) not object to, oppose or otherwise interfere with, and
cause its controlled affiliates (as defined in the Bankruptcy Code) to not
object to, oppose or otherwise interfere with, the confirmation of the Plan or
other transaction contemplated therein; provided, however, that no
Designated Entity shall be prohibited from taking any action that does not
directly conflict with the provisions of this Agreement. 


                    (c)
No Designated Entity may take any action that would be considered to be a
solicitation for the Plan unless, prior to taking such action, the Bankruptcy
Court shall have approved a disclosure statement relating to the Plan (the “Disclosure Statement”)
and the information contained in such Disclosure Statement is not materially
inconsistent with the information heretofore provided to the Designated
Entities by the Plan Sponsors. 


                    (d)
The Designated Entities shall request, and shall direct the Administrative
Agent to request, the Bankruptcy Court to (i) adjourn the Current Confirmation
Hearing to a date no earlier than the earlier of 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) and the date upon which this Agreement is
terminated and (ii) if the Plan is 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), further adjourn the Current
Confirmation Hearing until a date no earlier than the earlier of June 30, 2010
and the date upon which this Agreement is terminated. 


                    (e)
For the avoidance of doubt, none of the foregoing shall require any Designated
Entity to withdraw the Debtors’ Plan or their votes in connection therewith
unless and until the Effective Date of the Plan occurs. 


          2. Plan Sponsors’ Support. 


                    (a)
Prior to a Milestone Failure Event (as defined below) and prior to the
termination of this Agreement in accordance with Section 10 hereof, each Plan
Sponsor hereby agrees to, and agrees to direct the Administrative Agent to (i)
not directly or indirectly seek, solicit, support or encourage any plan other
than the Plan, or any sale, proposal or offer of dissolution, winding up,
liquidation, merger, reorganization or restructuring of the Debtors that
reasonably could be expected to prevent, delay or impede the successful
implementation of the restructuring of the Debtors as contemplated by the Plan
and applicable documentation, and (ii) not take any other action not required
by law that is inconsistent with, or that would materially delay, confirmation
or consummation of, the Plan, provided, however, that no 


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Plan Sponsor
shall be prohibited from taking any action that does not directly conflict with
the provisions of this Agreement. 


                    (b)
Subject to the foregoing and subject to the terms and conditions set forth in
this Agreement, after the occurrence of a Milestone Failure Event (as defined
below) each Plan Sponsor (i) hereby agrees to withdraw the Plan and support the
Debtors’ Plan, and (ii) hereby agrees to, and agrees to direct the
Administrative Agent to, not object to, oppose or otherwise interfere with, and
cause its controlled affiliates (as defined in the Bankruptcy Code) to not
object to, oppose or otherwise interfere with, the confirmation of the Debtors’
Plan or other transaction contemplated therein, provided, however,
that no Plan Sponsor shall be prohibited from taking any action that does not directly
conflict with the provisions of this Agreement. 


                    (c)
Subject to the foregoing and subject to the terms and conditions set forth in
this Agreement, at any time prior to the termination of this Agreement in
accordance with Section 10 hereof, each Plan Sponsor agrees that it shall not
directly or indirectly sell, assign, pledge, hypothecate, grant an option on,
or otherwise dispose of (each, a “transfer”) any of the Secured Claims held by
such Plan Sponsor or other obligations owing to such Plan Sponsor in connection
with the 10.75% Senior Unsecured Notes due 2013 (the “Senior Unsecured Notes”)
issued by Holdings (all of such claims, the “Sponsor Claims”) on the date such Plan
Sponsor executes this Agreement; provided, however, that any Plan
Sponsor may transfer any of such Sponsor Claims (so long as such transfer is
not otherwise prohibited by any order of the Bankruptcy Court) to an entity
that agrees in writing to be bound by the terms of this Agreement and to become
a “Plan Sponsor” for purposes of this Agreement; provided, further, that any
Secured Claims so transferred by a Plan Sponsor to a Designated Entity shall
become “Designated Entity Claims” for purposes of this Agreement and not
“Sponsor Claims”, and no Designated Entity shall become a “Plan Sponsor” for
purposes of this Agreement by virtue of any such transfer. This Agreement shall
in no way be construed to preclude any Plan Sponsor from acquiring additional
Sponsor Claims; provided, however, that, subject to Section 11 hereof,
any such additional holdings shall automatically be deemed to be subject to all
of the terms of this Agreement (but shall not be taken into account for
purposes of Section 2(e)). 


                    (d)
The Plan Sponsors shall request, and shall direct the Administrative Agent to
request, the Bankruptcy Court to (i) adjourn the Current Confirmation Hearing
to a date no earlier than the earlier of 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) and the date upon which this Agreement is
terminated and (ii) if the Plan is 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), further adjourn the Current
Confirmation Hearing until a date no earlier than the earlier of June 30, 2010
and the date upon which this Agreement is terminated. 


                    (e)
For purposes of this Agreement and unless waived by the holders of the majority
in principal amount of the outstanding Secured Claims, a “Milestone Failure Event”
shall mean (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 Designated Entity. 


          3. Mutual Agreements. 


                    (a)
Each of the Plan Sponsors and the Designated Entities shall promptly seek to
obtain (x) payment from the Debtors to (i) reimburse the Designated Entities
and the Plan Sponsors for 


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their legal,
professional advisory and other out-of pocket expenses, including but not
limited to the fees and expenses of Goodwin Procter, LLP, Bracewell &
Giuliani LLP and each of their local and regulatory counsel; provided
that such fees and expenses have been incurred from and after the date of this
Agreement and directly in connection with the contemplated issuance of the
Senior Secured Notes as described in this Agreement (provided, however, that the foregoing shall not be
construed to prohibit the Plan Sponsors and the Designated Entities from
seeking recovery of other fees and expenses under the Plan), and
(ii) pay all commitment fees incurred in connection with the Senior Secured
Notes Offering as described in Exhibit A hereto (the “Commitment Fees”) and
(y) approval of the Bankruptcy Court for the payment by the Debtors of the
liquidated damages for the destruction of a capital asset in the amounts
specified in, and as provided by, Exhibit A hereto on the earlier to occur of
the occurrence of a Milestone Failure Event or the effective date of the
Debtors’ Plan if the Senior Secured Notes are not issued to the Plan Sponsors
and the Designated Entities as contemplated hereby (“Liquidated Damages”).
To the extent that all or any portion of such payment (other than Commitment
Fees and Liquidated Damages) takes the form of an adequate protection
arrangement, the Plan Sponsors will support the Designated Entities’ effort to
seek payment of the Designated Entities’ fees and expenses as adequate
protection. In addition, the Plan shall be amended to provide that any unpaid
fees and expense reimbursement contemplated by the foregoing shall be paid in
cash, in full, under the Plan. 


                    (b)
The definitive documentation relating to the transactions contemplated hereby
(including without limitation the form of the Senior Secured Notes, the note
purchase agreement therefor, the registration rights agreement therefor, a
prospectus typical for a 144A high-yield securities offering, the documents
relating to the collateral for such notes (including without limitation an
intercreditor agreement between the purchasers of the Senior Secured Notes and
the lenders under the New Revolving Credit Facility described in Exhibit A),
release and exculpation provisions of the Plan that relate to the Designated
Entities, the Disclosure Statement and the form of confirmation order) (all of
the foregoing, the “Definitive
Documentation”) must be reasonably acceptable to all parties. 


                    (c)
Each of the Plan Sponsors and the Designated Entities acknowledge that the Plan
Sponsors have committed to provide a DIP credit facility of up to $200,000,000
pursuant to the Purchase Letter, dated October 29, 2009 (the “Purchase Letter”, and
such DIP credit facility, the “DIP Credit Agreement”, the terms of which are attached
hereto as Exhibit B), and offered to the Debtors to refinance the Debtors’
current debtor-in-possession credit agreement (the “Existing DIP”), if
necessary. The Plan Sponsors agree to offer the Designated Entities the
opportunity to participate in up to 65% of such DIP Credit Agreement if it is
used by the Debtors. The Designated Entities agree that, if they should
otherwise provide or participate in a credit facility to refinance the Existing
DIP during the pendency of the Cases, then unless a Milestone Failure Event
shall have occurred, they will offer the Plan Sponsors the opportunity to
participate in up to 35% of the Designated Entities’ allocation of such
refinancing credit facility. 


                    (d)
The parties hereto hereby agree to use their commercially reasonable efforts
(i) to obtain both the approval of Debtors and the Bankruptcy Court for the
payment of the Liquidated Damages and Commitment Fees (including the actual
payment of the Commitment Fees) by December 15, 2009 and (ii) from time to time
to cause the Administrative Agent to abstain from taking any action that would
reasonably be expected to result in a Milestone Failure Event. 


          4. Senior Secured Note Offering.  


                    As
consideration for the Designated Entities’ and the Plan Sponsors’ agreement and
performance hereunder, (a) the Plan Sponsors agree that the Plan shall provide
for the issuance to the Designated Entities, and the Designated Entities agree
to purchase, in the aggregate, $185 million of the Senior Secured Notes (the “Allocation”), which
will be issued on substantially the terms and conditions 


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as set forth
in Exhibit A hereto (subject to Section 8 below) or as the Plan Sponsors and
the Designated Entities otherwise agree, and (b) the Designated Entities agree
that the Plan shall provide for the issuance to the Plan Sponsors, and the Plan
Sponsors agree to purchase, in the aggregate, $200 million of the Senior
Secured Notes, which will be issued on substantially the terms and conditions
as set forth in Exhibit A hereto (subject to Section 8 below) or as the Plan
Sponsors and the Designated Entities otherwise agree. The Designated Entities
and the Plan Sponsors shall have the right to assign some or all of their
allocations of Senior Secured Notes among other holders of the Secured Claims.
In the event that the Plan requires the issuance of more than or less than $385
million of the Senior Secured Notes, the Allocation to the Designated Entities
and their respective assignees shall be proportionately increased or decreased;
the Designated Entities expressly acknowledge that Senior Secured Notes may be
issued in an aggregate principle amount that may be greater than or less than
$385 million; provided, however, that the Designated Entities will not be
obligated to, but shall have the option to, purchase more than $185 million in
aggregate principal amount of the Senior Secured Notes if more than $385
million in aggregate principal amount of the Senior Secured Notes are issued. 


          To
the extent that the issuance of the Senior Secured Notes is prohibited from
being at least $385 million (i.e., such amount being prohibited by the
Bankruptcy Court or the Michigan Gaming Control Board), the parties hereto
agree that the Designated Entities’ Allocation shall be proportionately
adjusted as specified above. 


          5. Exclusivity. 


                    The
Plan Sponsors shall not, directly or indirectly, solicit or engage in any
negotiations with any party other than the Designated Entities regarding any
alternative financing to the financings contemplated hereby and by the Plan. 


          6. Choice of Law; Jurisdiction; Waiver of Jury Trial.


                    This
Agreement will be governed by, and construed in accordance with, the laws of
the State of New York, including, without limitation, Section 5-1401 of the New
York General Obligations Law. To the fullest extent permitted by applicable
law, the parties hereto hereby irrevocably submit to the exclusive jurisdiction
of any New York State court or Federal court sitting in the County of New York
in the Borough of Manhattan in respect of any claim, suit, action or proceeding
arising out of or relating to the provisions of this Agreement and irrevocably
agree that all claims in respect of any such claim, suit, action or proceeding
may be heard and determined in any such court and that service of process
therein may be made by certified mail, postage prepaid, to the address set
forth for each Plan Sponsor on Schedule 1 hereto and Designated Entity
on Schedule 2 hereto. Each party hereto hereby waives, to the fullest
extent permitted by applicable law, any objection that they may now or
hereafter have to the laying of venue of any such suit, action or proceeding
brought in any such court, and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.
Each party hereto hereby waives, to the fullest extent permitted by applicable
law, any right to trial by jury with respect to any claim, suit, action or
proceeding arising out of or relating to this Agreement or any of the other
transactions contemplated hereby. The provisions of this Section 6 are intended
to be effective upon the execution of this Agreement without any further action
by any person. 


          7.
Miscellaneous. 


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


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                    (b)
Any and all obligations of, and services to be provided by, any party
hereunder, to the extent such would have the same effectiveness if performed by
the actual party hereunder, may be performed, and any and all of such party’s
rights hereunder may be exercised, by or through any of such party’s respective
affiliates or branches. 


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


                    (d)
This Agreement sets forth the entire understanding of the parties hereto as to
the scope of this Agreement and the other obligations of the parties hereunder.
This Agreement supersedes all prior understandings and proposals, whether
written or oral, relating to the Senior Secured Notes or the related
transactions contemplated hereby. 


                    (e)
Each of the undersigned represents and warrants to each of the other parties
hereto that (i) it has the requisite power and authority to enter into this
Agreement and to carry out the transactions as contemplated by, and perform its
respective obligations under this Agreement and the execution and delivery of
this Agreement and the performance of the obligations hereunder have been and
to the extent future performance is contemplated, will have been, duly
authorized by all necessary action on its part, (ii) this Agreement is the
legally valid and binding obligation of it, enforceable against it in
accordance with its terms, (iii) the execution, delivery and performance by it
of this Agreement does not and shall not (x) violate any provision of law, rule
or regulation applicable to it or its certificate of incorporation or by-laws
(or other organizational document) or (y) conflict with, result in a breach of,
or constitute (with due notice or lapse of time or both) a default under, any
material contractual obligation to which it is a party or under its certificate
of incorporation or by-laws (or other organizational documents), and (iv) the
execution, delivery and performance by it of this Agreement does not and shall
not require any registration or filing with, consent or approval of, or notice
to, or other action to, with or by, any Federal, state or other governmental
authority or regulatory body other than the Bankruptcy Court, any gaming
commission with regulatory authority over the Debtors and/or their properties,
and pursuant to the Securities Exchange Act of 1934, as amended. 


                    (f)
The parties hereto agree to execute and deliver such other instruments and
perform such acts, in addition to the matters herein specified, as may be
appropriate or necessary, from time to time, to effectuate the agreements and
understandings of the parties, whether the same occurs before or after the date
of this Agreement, including without limitation, a commitment letter setting
forth the terms and the commitments to purchase the Senior Secured Notes
addressed to the Debtor. 


                    (g)
The obligations of the Designated Entities and the Plan Sponsors hereunder are
several and not joint and no Designated Entity or Plan Sponsor shall be
responsible or liable for any failure of any other Designated Entity or Plan
Sponsor to perform its obligations hereunder. 


                    (h)
The Designated Entities collectively represent that on the date of this
Agreement they own or control or are purchasers of and will endeavor to direct
the parties entitled to vote with respect to Controlled Claims (as defined
below) which in the aggregate are not less than 30.5% of the outstanding
Secured Claims under the Credit Agreement. The Plan Sponsors collectively
represent that on the date of this Agreement they own or control or are
purchasers of and will endeavor to direct the parties entitled to vote with
respect to Controlled Claims which in the aggregate are not less than 26% of
the outstanding Secured Claims under the Credit Agreement. 


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          8.
Amendment; Waiver. 


          This
Agreement may not be waived, modified or amended except (a) in a writing duly
executed by a vote of the holders of Designated Entity Claims representing 51%
of the Designated Entity Claims (the “Required Designated Entity Claims”) and
holders of Sponsor Claims representing 51% of the Sponsor Claims (the “Required Sponsor Claims”)
(provided that, in addition to the consents required in this clause (a) above,
(i) any such waiver, modification or amendment that by its terms directly
affects the rights in respect of payments due to or allocations made to any
Designated Entity in a manner adverse to such Designated Entity and differently
from other Designated Entities shall require the written consent of such
adversely affected Designated Entity, (ii) any such waiver, modification or
amendment that by its terms directly affects the rights in respect of payments
due to or allocations made to any Plan Sponsor in a manner adverse to such Plan
Sponsor and differently from other Plan Sponsors shall require the written
consent of such adversely affected Plan Sponsor, and (iii)(A) the written
consent of holders of Designated Entity Claims representing 662⁄3% of the
Designated Entity Claims shall be required for any waiver, modification or
amendment of Section 10(c) and (B) the written consent of holders of Sponsor
Claims representing 662⁄3% of the Sponsor Claims shall be required for any
waiver, modification or amendment of Section 10(b)) or (b) by the Plan Sponsors
as required to obtain the approval of any governmental entity or regulatory
body including, but not limited to, any gaming commission with regulatory
authority over the Debtors and/or their properties. Notwithstanding anything in
this Agreement to the contrary, the Plan (including any exhibits, schedules and
annexes thereto) may be modified or amended in a manner that is not materially
adverse to the interests of the Designated Entities without the consent of the
Designated Entities and may be amended in a manner that is materially adverse
to the interests of the Designated Entities only with the written consent of
the holders of Designated Entity Claims representing at least 662⁄3% of the
Designated Entity Claims; provided that, in addition to the consents required
in this sentence above, any such modification or amendment that by its terms
directly affects the rights in respect of payments due to or allocations made
to any Designated Entity in a manner adverse to such Designated Entity and
differently from other Designated Entities shall require the written consent of
such adversely affected Designated Entity; provided, further, that the parties
agree that modifications or amendments that shall be deemed not to be
materially adverse to the Designated Entities, shall include, but shall not be
limited to, exculpation provisions and releases of parties other than the Designated
Entities, increases in the distributions made to unsecured creditors of the
Debtors, changes in the litigation trust, changes in payment terms for payments
to unsecured creditors of the Debtors and payment of expenses to appropriate
parties other than expenses of the Designated Entities. No waiver by any party
of any breach of, or any provision of, this Agreement shall be deemed a waiver
of any similar or any other breach or provision of this Agreement at the same
or any prior or subsequent time. To be effective, a waiver must be set forth in
writing signed by the waiving party and must specifically refer to this
Agreement and the breach or provision being waived. This Agreement, the Plan
and the Senior Secured Notes are part of a proposed settlement of disputes
among the parties hereto. Except as expressly provided in this Agreement,
nothing herein is intended to, or does, in any manner waive, limit, impair, or
restrict the ability of each of the parties hereto to protect and preserve its
rights, remedies and interests, including without limitation, its claims
against the Debtors or its full participation in the Cases. If the transactions
contemplated herein are not consummated, or if this Agreement is terminated for
any reason, the parties hereto fully reserve any and all of their rights. 


          9. Effect of Termination; Surviving Provisions.


                    (a)
Sections 6, 7, 9, 11 and 12 shall remain in full force and effect
notwithstanding the termination of this Agreement.; provided, however, that if
a Milestone Failure Event has previously occurred, and there is a subsequent
termination of the Agreement pursuant to Section 10(b) below, the provisions of
Sections 2(b) and (e) shall remain in full force and effect notwithstanding
such termination (all of the foregoing, the “Surviving Provisions”).


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                    (b)
On the Termination Date (as defined below), this Agreement, except for the
Surviving Provisions, shall be of no further force and effect and the Plan
Sponsors and the Designated Entities shall be free to pursue and defend their
rights and remedies with respect to the Debtors, the Plan, the Debtors’ Plan,
the Sponsor Claims, the Designated Entity Claims or otherwise without any
restriction or obligation under this Agreement. 


          10.
Termination.


                    (a)
As expressly stated in Section 9 hereof, this Agreement and the obligations of
the parties other than the Surviving Provisions shall terminate upon the mutual
written consent of the holders of Required Designated Entity Claims and the
holders of Required Sponsor Claims (the date of such mutual written consent
being the “Termination
Date”). 


                    (b)
Upon the occurrence of any of the following events, the holders of Required
Sponsor Claims may terminate this Agreement by written notice to the Designated
Entities (and the date of such notice shall be the Termination Date): 


                              (i)
any change, occurrence or development shall have occurred since the date of
this Agreement that, either individually or in the aggregate, could reasonably
be expected to (x) have a material adverse effect on the business, assets,
properties, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of the Debtors and their subsidiaries,
taken as a whole, (y) adversely affect the ability of the Debtors or any of
their subsidiaries to perform their respective obligations under the applicable
Definitive Documentation or (z) adversely affect the rights and remedies of the
Plan Sponsors and the Designated Entities under the Definitive Documentation;
or 


                              (ii)
any material adverse change in, or material disruption of, conditions in the
financial, banking or capital markets, shall have occurred since the date of
this Agreement, which the Required Plan Sponsors, in their reasonable
discretion, deem material in connection with the Plan or the Senior Secured
Notes Offering. 


                    (c)
Upon the occurrence of any of the following events (and in the case of (iii)
below no later than five (5) business days after the date of such waiver,
modification or amendment), the holders of Required Designated Entities Claims
may terminate this Agreement by written notice to the Plan Sponsors (and the
date of such notice shall be the Termination Date): 


                              (i)
any change, occurrence or development shall have occurred since the date of
this Agreement that, either individually or in the aggregate, could reasonably
be expected to (x) have a material adverse effect on the business, assets,
properties, liabilities (actual or contingent), operations, condition
(financial or otherwise) or prospects of the Debtors and their subsidiaries,
taken as a whole, (y) adversely affect the ability of the Debtors or any of
their subsidiaries to perform their respective obligations under the applicable
Definitive Documentation or (z) adversely affect the rights and remedies of the
Plan Sponsors and the Designated Entities under the Definitive Documentation; 


                              (ii)
any material adverse change in, or material disruption of, conditions in the
financial, banking or capital markets, shall have occurred since the date of
this Agreement, which the Required Designated Entities, in their sole
discretion, deem material in connection with the Plan or the Senior Secured
Notes Offering; or 


                              (iii)
any waiver of or modification or amendment to the terms of the Senior Secured
Notes arising under Section 8 that is adverse to the interests of the
Designated Entities. 


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          11. Limitations. Notwithstanding
anything herein to the contrary, this Agreement is intended only to bind
Designated Entities to the extent of the Designated Entities Claims and the
Plan Sponsors to the extent of the Plan Sponsor Claims within their actual
control or authority, including but not limited to the authority to provide
votes and consents with respect thereto (the “Controlled Claims”). By way of example,
this Agreement is not intended to bind other groups, divisions, affiliates or
funds related to a Designated Entity or a Plan Sponsor as to which such
Designated Entity or Plan Sponsor does not have the control or authority to
provide votes or consents on behalf of such other group, division, affiliate or
fund. 


          12.
Specific Performance. Each party hereto
recognizes and acknowledges that there would be no adequate monetary or other
remedy at law for any damages that accrue to any other party by reason of its
breach of any covenants or agreements contained in this Agreement, and
therefore each party agrees that (i) in the event of any such breach by any
Designated Entity, the Plan Sponsors shall be entitled to the remedy of
specific performance of such covenants and agreements and injunctive and other
equitable relief, and (ii) in the event of any such breach by any Plan Sponsor,
the Designated Entities shall be entitled to the remedy of specific performance
of such covenants and agreements and injunctive and other equitable relief if
such relief is sought by such party. Any party against whom an action or
proceeding for specific performance is brought hereby waives the claim or
defense therein that such party bringing such action or proceeding has an adequate
remedy at law, and such person shall not urge in any such action or proceeding
the claim or defense that such remedy at law exists. Any party entitled to the
remedy of specific performance and injunctive and other equitable relief
pursuant to this Section 12 shall be entitled to obtain such specific
performance, injunctive or equitable relief without the necessity of securing
or posting a bond or other security in connection with such remedy, in addition
to any other remedy to which such party may be entitled, at law or in equity. 


 [Remainder of page intentionally blank] 


9





          IN WITNESS WHEREOF, the parties have
executed this agreement on the day first above written.


	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK STRATEGIC INCOME FUND

 
	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK TRUST STRATEGIC
 INCOME TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK HIGH YIELD FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK TRUST HIGH INCOME
 TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 













	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II HIGH INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title: President,
 Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK INCOME SECURITIES TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK INVESTORS TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS III LEVERAGED 

 COMPANIES FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS II ACTIVE BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 













	
  

 	
  

 	
  

 
	
  

 	
 JOHN HANCOCK FUNDS TRUST ACTIVE BOND TRUST

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND U.S. BOND FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND U.S. HIGH YIELD FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MANULIFE GLOBAL FUND STRATEGIC INCOME

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 
	
  

 	
  

 	
  

 
	
  

 	
 MIL STRATEGIC INCOME FUND

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Barry
 Evans

 
	
  

 	
  

 	
 Title:
 President, Chief Investment Officer

 











	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER
CHAMPION INCOME FUND 

 
	
  

 	
 By: Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER
STRATEGIC INCOME FUND 

 
	
  

 	
 By:
 Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER
STRATEGIC BOND FUND / VA 

 
	
  

 	
 By:
 Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 
	
  

 	
 By:

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 
	
  

 	
  

 	
  

 
	
  

 	
 OPPENHEIMER
HIGH INCOME FUND / VA 

 
	
  

 	
 By: Oppenheimer
 Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 
	
  

 	
 By:

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 













	
  

 	
  

 	
  

 
	
  

 	
 ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

 
	
  

 	
 By:
 Oppenheimer Funds, Inc. as investment advisor thereto

 
	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Margaret Hui

 
	
  

 	
  

 	
 Title: VP

 













	
  

 	
  

 	
  

 
	
  

 	
 SOLA LTD

 
	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Christopher Pucillo

 
	
  

 	
  

 	
 Title:
 Director

 
	
  

 	
  

 
	
  

 	
 SOLUS CORE OPPORTUNITIES MASTER FUND LTD

 
	
  

 	
  

 
	
  

 	
 By:

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:
 Christopher Pucillo

 
	
  

 	
  

 	
 Title:
 Director

 













	
  

 	
  

 	
  

 
	
  

 	
 BRIGADE CAPITAL MANAGEMENT

 
	
  

 	
  

 
	
  

 	
 By: 

 	


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Don
 Morgan

 
	
  

 	
  

 	
 Title:
 Managing Partner

 













	
  

 	
  

 	
  

 
	
  

 	
 STANDARD GENERAL L.P.

 
	
  

 	
  

 
	
  

 	
 By:

 	


 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Soohyung Kim

 
	
  

 	
 Title:

 	
 Managing
 Partner

 












	
  

 	
  

 	
  

 
	
  

 	
 NOMURA CORPORATE RESEARCH & 
ASSET MANAGEMENT

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 David Crall

 
	
  

 	
 Title:

 	
 Managing
 Director

 













	
  

 	
  

 	
  

 
	
  

 	
 Monarch Master Funding Ltd c/o

 
	
  

 	
 Monarch Alternative Capital LP 

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
  

 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
  

 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
  

 	

 


 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 Michael A. Weinstock

 
	
  

 	
 Title:

 	
 Managing
 Principal

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ATRIUM V

 
	
  

 	
  

 	
 By:

 	
 Credit Suisse Alternative Capital, Inc.,

 as collateral manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CREDIT SUISSE CANDLEWOOD

 PRIVATE FINANCE MASTER FUND,

 LTD.

 
	
  

 	
  

 	
 By:

 	
 Credit Suisse Alternative Capital, Inc.,

 as investment manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CASTLE GARDEN FUNDING

 
	
  

 	
  

 
	
  

 	
 CREDIT SUISSE DOLLAR SENIOR LOAN

 FUND, LTD.

 
	
  

 	
  

 	
 By:

 	
 Credit Suisse Alternative Capital, Inc.,

 as investment manager

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CREDIT SUISSE SYNDICATED LOAN

 FUND

 
	
  

 	
  

 	
 By:

 	
 Credit Suisse Alternative Capital, Inc.,

 as Agent (Subadvisor) for Credit

 Suisse Investments (Australia)

 Limited, the Responsible Entity for 

 Credit Suisse Syndicated Loan Fund

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 CSAM FUNDING II

 
	
  

 	
  

 
	
  

 	
 MADISON PARK FUNDING I, LTD.

 
	
  

 	
  

 
	
  

 	
 MADISON PARK FUNDING III, LTD.

 
	
  

 	
  

 	
 By:

 	
 Credit Suisse Alternative Capital, Inc.,

 as collateral manager

 
	
  

 	
  

 
	
  

 	
  

 
	
  

 	
 MADISON PARK FUNDING V, LTD.

 
	
  

 	
  

 	
 By:

 	
 Credit Suisse Alternative Capital, Inc.,

 as collateral manager

 






	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 David Lerner

 
	
  

 	
 Title:

 	
 Authorized
 Signatory

 













	
  

 	
  

 	
  

 
	
  

 	
 MARINER INVESTMENT GROUP LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 David Corleto

 
	
  

 	
 Title:

 	
 Principal,
 Mariner Investment Group,

 as Investment Manager

 













	
  

 	
  

 	
  

 
	
  

 	
 BASSO MULTI-STRATEGY HOLDING 

 FUND LTD.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 Joseph J. Schultz

 
	
  

 	
 Title:

 	
 Chief
 Operating Officer

 













	
  

 	
  

 	
  

 
	
  

 	
 BASSO CREDIT OPPORTUNITIES

 HOLDING FUND LTD.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 Joseph J.
 Schultz

 
	
  

 	
 Title:

 	
 Chief
 Operating Officer

 













	
  

 	
  

 	
  

 
	
  

 	
 BASSO FUND LTD.

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 Joseph J.
 Schultz

 
	
  

 	
 Title:

 	
 Chief
 Operating Officer

 













	
  

 	
  

 	
  

 
	
  

 	
 ALLSTATE INSURANCE COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 Chris Goergen

 
	
  

 	
 Title:

 	
 Authorized
 Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Marvin L. Lutz, III

 
	
  

 	
 Title:

 	
 Authorized
 Signatory

 













	
  

 	
  

 	
  

 
	
  

 	
 ALLSTATE LIFE INSURANCE

 COMPANY

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name: 

 	
 Chris Goergen

 
	
  

 	
 Title:

 	
 Authorized
 Signatory

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Marvin L. Lutz, III

 
	
  

 	
 Title:

 	
 Authorized
 Signatory

 













	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Subject to
 the limitations and

 amounts listed in the Secured Claims

 Certificate

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Wells
 Capital Management on

 behalf of 

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Vulcan
 Ventures Inc

 	
  

 
	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
 Wells
 Capital Management 

 14945000

 	
  

 
	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
 Wells
 Capital Management

 16959700

 	
  

 
	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
 Wells
 Capital Management

 16959701

 	
  

 
	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
 Wells
 Capital Management

 18866500

 	
  

 
	
  

 	

 


 	

 


 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: 

 	
 Philip Susser

 	
  

 
	
  

 	
 Title:

 	
 Senior
 Portfolio Manager

 	
  

 



Signature page
to Letter Agreement dated 11/10/09







	
  

 	
  

 	
  

 
	
  

 	
 SCHEDULE 1 TO AGREEMENT

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 PLAN SPONSORS 

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Strategic Income Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Trust Strategic Income Trust

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Funds II Strategic Income Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 High Yield Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Trust High Income Trust

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Funds II High Income Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Bond Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199 c/o MFC Global Investment

 	
  

 
	
  

 	
 Management
 (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Income Securities Trust

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 













	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Investors Trust

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Funds III Leveraged Companies Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Funds II Active Bond Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 John Hancock
 Funds Trust Active Bond Trust

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Manulife
 Global Fund U.S. Bond Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Manulife
 Global Fund U.S. High Yield Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Manulife
 Global Fund Strategic Income

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 MIL
 Strategic Income Fund

 	
  

 
	
  

 	
 c/o MFC
 Global Investment Management (U.S.), LLC

 	
  

 
	
  

 	
 101
 Huntington Avenue

 	
  

 
	
  

 	
 Boston, MA
 02199

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Oppenheimer
 Champion Income Fund

 	
  

 
	
  

 	
 6803 South
 Tucson Way

 	
  

 
	
  

 	
 Centennial,
 CO 80112

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Oppenheimer
 Strategic Income Fund

 	
  

 
	
  

 	
 6803 South
 Tucson Way

 	
  

 
	
  

 	
 Centennial,
 CO 80112

 	
  

 













	
  

 	
  

 	
  

 
	
  

 	
 Oppenheimer
 Strategic Bond Fund / VA

 	
  

 
	
  

 	
 6803 South
 Tucson Way

 	
  

 
	
  

 	
 Centennial,
 CO 80112

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Oppenheimer
 High Income Fund / VA

 	
  

 
	
  

 	
 6803 South
 Tucson Way

 	
  

 
	
  

 	
 Centennial,
 CO 80112

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 ING
 Oppenheimer Strategic Income Portfolio

 	
  

 
	
  

 	
 7337 East
 Doubletree Ranch Road

 	
  

 
	
  

 	
 Scottsdale,
 AZ 85258

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Brigade
 Capital Management

 	
  

 
	
  

 	
 399 Park
 Avenue, 16th Floor

 	
  

 
	
  

 	
 New York, NY
 10022

 	
  

 
	
  

 	
 Telephone:
 212-745-9700

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Sola Ltd

 	
  

 
	
  

 	
 c/o Solus
 Alternative Asset Management LP

 	
  

 
	
  

 	
 430 Park
 Avenue, 9th Floor

 	
  

 
	
  

 	
 New York,
 New York 10022

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Solus Core
 Opportunities Master Fund Ltd

 	
  

 
	
  

 	
 c/o Solus
 Alternative Asset Management LP

 	
  

 
	
  

 	
 430 Park
 Avenue, 9th Floor

 	
  

 
	
  

 	
 New York,
 New York 10022

 	
  

 













	
  

 	
  

 	
  

 
	
  

 	
 SCHEDULE 2 TO AGREEMENT

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 DESIGNATED ENTITIES

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Standard General, L.P.

 	
  

 
	
  

 	
 650 Madison
 Ave., 23rd Floor

 	
  

 
	
  

 	
 New York, NY
 10022

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Caspian Capital Advisors LLC

 	
  

 
	
  

 	
 500
 Mamaroneck Ave

 	
  

 
	
  

 	
 Harrison, NY
 10528

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Monarch Alternative Capital LP

 	
  

 
	
  

 	
 535 Madison
 Avenue, 26th Floor

 	
  

 
	
  

 	
 New York, NY
 10022

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Allstate

 	
  

 
	
  

 	
 3075 Sanders
 Road, Suite G3B

 	
  

 
	
  

 	
 Northbrook,
 IL 60062

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 CSAM Entities

 	
  

 
	
  

 	
 c/o Credit
 Suisse Alternative Capital, Inc.

 	
  

 
	
  

 	
 11 Madison
 Avenue, 13th Floor

 	
  

 
	
  

 	
 New York, NY
 10010

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Basso Capital Management L.P.

 	
  

 
	
  

 	
 1266 East
 Main Street

 	
  

 
	
  

 	
 Stamford, CT
 06902

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Nomura Corporate Research & Asset Management

 	
  

 
	
  

 	
 2 WFC, 18th
 Floor

 	
  

 
	
  

 	
 New York, NY
 10012

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 Wells Capital Management

 	
  

 
	
  

 	
 525 Market
 Street, 10th Floor

 	
  

 
	
  

 	
 San
 Francisco, CA 94104

 	
  

 










EXHIBIT A 


$385,000,000


SENIOR SECURED 13.0% NOTES OFFERING1


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 I Summary of Transaction

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Purchasers

 	
  

 	
 Certain of
the Plan Sponsors, each Designated Entity, or any affiliate to be identified
or assignee or transferee allowed in accordance with this term sheet and such
other entities mutually agreeable to the Plan Sponsors and the Designated
Entities (collectively, the “Purchasers”). 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Allocations
 among the Purchasers:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Designated
 Entities 

 	
 $185,000,000

 
	
  

 	
  

 	
  

 	
  

 	
 Plan
 Sponsors 

 	
 $200,000,000

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 and as
 further set forth on Annex I attached hereto (subject to adjustment as set
 forth the Letter Agreement).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Issuer

 	
  

 	
 The
 Reorganized Greektown Holdings, L.L.C. or such other successor entity upon
 emergence from bankruptcy as designated by the Plan Sponsors.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Guarantors

 	
  

 	
 All domestic
 subsidiaries of the Issuer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Type of Transaction

 	
  

 	
 144A Senior
Secured Note Offering of $385,000,000 13% five year senior secured notes (the
“Senior Secured Notes”) with
customary registration rights for similar offerings issued since January
2009. Each Senior Secured Note shall be issued as either a Series A or Series
B Note at the sole discretion of the Purchaser thereof as set forth on Annex
I attached hereto; provided that, prior to the approval and payment of any
commitment fees with respect to the Series A Notes, any Purchaser may elect
to change its commitment to purchase Series A Notes to an election to
purchase Series B Notes in the same original principal amount and vice versa.
Each series shall have identical features other than as set forth in the
Commitment Fees and Issue Price sections below. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Purpose

 	
  

 	
 Proceeds of
 the Senior Secured Notes shall be used to repay, in full, together with the
 proceeds of the rights offering (as contemplated in the Purchase Letter2),
 all existing indebtedness that is required to be paid upon emergence from
 bankruptcy

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
             1 Capitalized
terms used herein but not defined herein have their meanings as ascribed in
the Letter Agreement (the “Letter Agreement”) to which this description of the Senior Secured Notes
is attached as Exhibit A.  

 
	
  

 	
  

 
	
            2 Purchase
 Letter means the Purchase Letter, dated October 29, 2009. 

 


A-1










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 under the
 Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Collateral and Ranking

 	
  

 	
 The Senior
 Secured Notes will be secured by a lien on substantially all the assets
 (tangible, intangible, real, personal or mixed) of the Issuer and each
 Guarantor, whether now owned or hereafter acquired, including, without
 limitation, accounts, inventory, equipment, 100% of the capital stock in
 domestic subsidiaries, 65% of the capital stock in foreign subsidiaries,
 investment property, instruments, chattel paper, real estate, leasehold
 interests, contracts, patents, copyrights, trademarks, causes of action and
 other general intangibles, and all products and proceeds thereof, junior only
 to the security interest granted to lenders under the New Revolving Credit
 Facility (as defined in the Purchase Letter).

 






	
  

 	
  

 	
  

 	
  

 
	
 II. Senior Secured Notes Features

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Delivery Date

 	
  

 	
 Concurrently
 with Effective Date of the Plan.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Final Maturity Date

 	
  

 	
 5 years from
 issuance date.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Maximum Par Amount

 	
  

 	
 $385 million
 of Senior Secured Notes to be purchased on the Delivery Date.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Denominations

 	
  

 	
 $100,000
 minimum and $1,000 in excess thereof.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Coupon

 	
  

 	
 13% fixed, payable
 semi-annually in arrears.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Optional

 Redemption

 Provisions

 	
  

 	
 The Senior
 Secured Notes shall not be redeemable during the first 2.5 years afer the
 Delivery Date. Thereafter, the Senior Secured Notes shall be subject to
 optional redemption, in whole or in part, at the redemption price of (i)
 106.5% of the principal amount thereof for redemptions that occur from the
 date that is 2.5 years from the Delivery Date through the date that is 3.5
 years after the Delivery Date (ii) 103.5% of the principal amount thereof for
 redemptions that occur from the date that is 3.5 years after the Delivery
 Date through the date that is 4 years after the Delivery Date, and (iii) 100%
 of the principal amount thereof at any time thereafter, in each case, plus
 any accrued interest thereon.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Mandatory

 Redemptions

 	
  

 	
 Issuer shall
 be required to redeem notes in an amount equal to 50% of Consolidated Excess
 Cash Flow (to be defined in the definitive documentation as EBITDA less maintenance caital expenditures, less cash interest expense, less cash tax expense) for such fiscal
 year, beginning with the fiscal year ending December 31, 2010. All such
 Consolidated Excess Cash Flow redemption payments shall be made at 103% of
 principal being repaid and not be subject to rejection by any Purchaser.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Issuer shall
 make a redemption offer upon a Change of Control (to be defined in the
 definitive documents) which shall be made at 101% of the principal being
 repaid.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Issuer shall
 make a redemption offer equal to 100% of the proceeds from the Sale or
 Disposition of Assets (with such customary exceptions, qualifications,
 minimum amounts and reinvestment provisions as to be

 


A-2









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 mutually
 agreed in the Definitive Documents).

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Commitment Fees

 	
  

 	
 Series A:
 3.0% commitment fee of the pro rata portion of the Maximum Par Amount
 subscribed to by the Purchasers of Series A Notes shall be payable by the
 Debtor upon acceptance of this Commitment and Bankruptcy Court approval.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Series B:
 None

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Liquidated

 	
  

 	
 Series A:
 None

 
	
  

 	
 Damages

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Series B:
 Liquidated damages for the destruction of a capital asset in an amount equal
 to three percent (3%) of the pro rata portion of the Maximum Par Amount
 subscribed to by the Purchasers of the Series B Senior Secured Notes payable
 by the Debtor to the extent that the Senior Secured Notes are not issued or
 are issued in a Maximum Par Amount of less than $385,000,000, provided that
 in connection with its agreement to purchase the Series B Notes, a Series B
 Purchaser may irrevocably elect to waive its rights to receive Liquidated
 Damages.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Issue Price

 	
  

 	
 Series A:
 Equal to 95% of the issuance.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Series B:
 Equal to 92% of the issuance.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Default Rate

 	
  

 	
 Amounts not
 paid when due will bear interest at 2% above the applicable interest rate.

 


A-3





III Note Purchase Agreement Events of Default



          The
following events shall be an Event of Default for the Senior Secured Notes
under the Note Purchase Agreement. Such events shall be customary for
transactions of this nature, including, but not limited to: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 Failure to
 make any payments under the Note Purchase Agreement 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 A bankruptcy
 or insolvency of the Issuer or Guarantors 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Cross
 default to other material indebtedness 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Representations
 or warranties incorrect in any material respect 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Invalidity
 of any material provisions of transaction documents or any security provided
 for the Senior Secured Notes 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Failure by
 Issuer to pay final judgment or material debt 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Any event
 which could have a material adverse effect on the Issuer or any Guarantor or
 any other event which could result in a material adverse change 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Breach of
 covenants subject, in certain cases, to grace periods and materiality
 qualifiers, to be agreed 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Dissolution
 of the Issuer or any Guarantor 

 
	
  

 	
  

 	
  

 	
  

 
	
 Remedies

 	
  

 	
 Customary
 for transactions of this nature with such customary limitations, notice
 requirements and grace periods or, in each case, as mutually agreed in the
 Definitive Documents. 

 


A-4





IV Conditions Precedent to Closing 


	
  

 	
  

 	
  

 	
  

 
	
     Conditions Precedent to Closing

 	
  

 	
 Customary
 for transactions of this nature including, but not limited to: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Receipt of
 transaction documents, including a prospectus typical for 144A high-yield
 securities offering and an intercreditor agreement between the Purchasers of
 the Senior Secured Notes and the lenders under the New Revolving Credit
 Facility, in each case, in form and substance reasonably satisfactory to the
 Purchasers 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Receipt of
 material contracts by the Purchasers 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Receipt of
 satisfactory financial statement and projections with respect to the Issuer,
 the Guarantors and their respective subsidiaries 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Receipt of
 legal opinions relating to the Senior Secured Notes in form and substance
 reasonably satisfactory to the Purchasers 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 No defaults
 under the transaction documents 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 All orders
 to be entered by the Bankruptcy Court in connection with the Issuer’s
 emergence from bankruptcy shall be in form and substance reasonably
 satisfactory to the Purchasers 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 All consents
 and approvals of the board of directors, shareholders, governmental entities
 and other applicable third parties necessary in connection with the Debtors’
 emergence from bankruptcy and the transactions set forth in the Plan shall
 have been obtained 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 All fees and
 expenses (including reasonable fees and expenses of counsel to the Designated
 Entities and counsel to the Plan Sponsors and local and regulatory counsel to
 each as may be required) required to be paid to the Purchasers on or before
 the Closing Date shall have been paid in full by the Debtors 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 The Bankruptcy
 Court shall have entered a confirmation order, in form and substance
 satisfactory to the Purchasers in their sole discretion, which order shall
 confirm the Plan and approve the issuance of the Senior Secured Notes and
 which shall be in form and substance satisfactory to the Purchasers in their
 reasonable discretion 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 The
 ownership structure, capitalization and management of the Issuer shall have
 been approved by the Michigan Gaming Control Board, no Purchaser shall be
 required to be licensed or qualified by the Michigan Gaming Control Board
 unless such Purchaser elects to be so licensed or qualified in its sole
 discretion and all other approvals and consents of the Michigan Gaming
 Control Board shall have been obtained. The Issuer shall have provided
 evidence confirming the continued effectiveness of the 

 


A-5









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 gaming and
 liquor licenses and legal authority to conduct gaming from the Michigan
 Gaming Control Board and the City of Detroit 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 The
 Effectiveness of the Plan 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 No
 outstanding indebtedness for borrowed money or preferred stock other than
 undrawn commitments under the New Revolving Credit Facility (as defined in
 the Purchase Letter), the preferred stock and other indebtedness for borrowed
 money contemplated by and permitted under the Plan and customary permitted
 indebtedness3

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Satisfactory
 lien search results and perfection of the security interests under the Note
 Purchase Agreement junior only to the security interest granted to lenders
 under the New Revolving Credit Agreement and customary permitted liens 

 



V Related Document Covenants 


          Covenants
customary for high-yield debt obligations, including, but not limited to: 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 Limitations
 on transactions with affliates 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 •

 	
 Limitations
 on restricted payments 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Limitations
 on additional indebtedness 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Limitations
 on liens 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Limitations
 on business purposes and sales of assets 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 Limitations
 on mergers and fundamental changes 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 The Issuer
 may incur up to $30 million in the aggregate prinicpal amount of indebtedness
 under the New Revolving Credit Facility, which may be secured by liens that
 are senior to those of the Purchasers of the Senior Secured Notes 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  •

 	
 An
 undertaking by the Issuer that (i) except as required by applicable law, all
 commitment fees, liquidated damages, interest or original issue discount
 payable to Plan Sponsors and Designated Entities with respect to the Senior
 Secured Notes will be payable free and clear of and without deduction or
 withholding for any and all taxes and similar charges, and (ii) Issuer will
 not restructure its business or change its corporate organization in a manner
 that would require deduction or withholding for taxes or similar charges to
 be imposed on interest or original issue discount that is payable with
 respect to the Senior Secured Notes. 

 






	
  

 	
  

 
	

 


 
	
  

 	
 3 For example,
 may include deferred payment of distributions on unsecured claims. 

 


A-6





VI Additional Requirements/Conditions 


	
  

 	
  

 	
  

 	
  

 
	
 Reporting Requirements

 	
  

 	
 The Issuer
 shall furnish, or cause to furnish to, the Purchasers information reasonable
 and typical for this type of transaction including copies of all filings made
 under the Securities and Exchange Act of 1934, as amended and shall be
 consistent with requirements of a public filer, including during the 144A
 period. 

 
	
  

 	
  

 	
  

 	
  

 
	
 Amendments, Consents and Waivers

 	
  

 	
 Customary
 voting provisions for 100% Purchaser consent matters. For all other voting
 matters, required consent of the Purchasers is 66 2/3% of all Purchasers, as
 determined by value. Any consideration paid by or on behalf of the Issuer or
 any of its subsidiaries in exchange for any amendment, consent or waiver to
 be paid pro rata to those Purchasers agreeing to such amendment, consent or
 waiver. 

 
	
  

 	
  

 	
  

 	
  

 
	
 Assignment Before the Delivery Date

 	
  

 	
 The
 Purchasers shall retain the right, on or before the Delivery Date or at any
 point thereafter, without the consent of the Issuer, to assign, pledge as
 security, participate or sell the Senior Secured Notes, subject to applicable
 securities laws restrictions, if any, to (i) any entity which is related to
 such Purchaser (including a tender option bond trust) or (ii) to any special
 purpose entity or arrangement which issues certificates representing a
 beneficial interest in the Senior Secured Notes, including such arrangements
 in which such Purchaser or an affiliate (including a tender option bond
 trust) remains an owner directly or indirectly or (iii) to any purchaser
 qualified, in the judgment of the Purchaser, to purchase the Senior Secured
 Notes, in each case subject to the requirements of the Michigan Gaming
 Control Board and the City of Detroit. 

 
	
  

 	
  

 	
  

 	
  

 
	
 Documentation

 	
  

 	
 Purchase of
 the Senior Secured Notes will be subject to the preparation, execution and
 delivery of a mutually acceptable bond purchase agreement between the
 Purchasers and the Issuer, which will contain conditions precedent,
 representations and warranties, covenants, termination events,
 indemnification and other provisions customary for transactions of this
 nature, including, but not limited to those terms and conditions contained
 herein. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 The
 transaction documents shall be in form and substance satisfactory to the
 Purchasers and their counsel and shall be governed by New York law.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 A disclosure
 document will be required for this transaction.

 


A-7






ANNEX I


ALLOCATIONS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Series A
 Notes

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 Purchaser

 	
  

 	
 Commitment Fee

 	
  

 	
 Original Issue

 Discount

 	
  

 	
 Original Principal

 Amount

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 John Hancock
 Strategic 

 Income Fund

 	
  

 	
 $

 	
 428,868.36

 	
  

 	
 $

 	
 714,780.60

 	
  

 	
 $

 	
 14,295,612.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Trust 

 Strategic Income Trust

 	
  

 	
 $

 	
 172,424.07

 	
  

 	
 $

 	
 287,373.45

 	
  

 	
 $

 	
 5,747,469.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds II

 Strategic Income Fund

 	
  

 	
 $

 	
 155,863.56

 	
  

 	
 $

 	
 259,772.60

 	
  

 	
 $

 	
 5,195,452.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 High

 Yield Fund

 	
  

 	
 $

 	
 916,128.96

 	
  

 	
 $

 	
 1,526,881.60

 	
  

 	
 $

 	
 30,537,632.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Trust High

 Income Trust

 	
  

 	
 $

 	
 411,069.12

 	
  

 	
 $

 	
 685,115.20

 	
  

 	
 $

 	
 13,702,304.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds II

 High Income Fund

 	
  

 	
 $

 	
 374,937.60

 	
  

 	
 $

 	
 624,896.00

 	
  

 	
 $

 	
 12,497,920.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Bond

 Fund

 	
  

 	
 $

 	
 56,862.75

 	
  

 	
 $

 	
 94,771.25

 	
  

 	
 $

 	
 1,895,425.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Income

 Securities Trust

 	
  

 	
 $

 	
 49,558.74

 	
  

 	
 $

 	
 82,597.90

 	
  

 	
 $

 	
 1,651,958.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Investors

 Trust

 	
  

 	
 $

 	
 48,826.35

 	
  

 	
 $

 	
 81,377.25

 	
  

 	
 $

 	
 1,627,545.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds III

 Leveraged Companies

 Fund

 	
  

 	
 $

 	
 3,515.49

 	
  

 	
 $

 	
 5,859.15

 	
  

 	
 $

 	
 117,183.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds II

 Active Bond Fund

 	
  

 	
 $

 	
 10,692.15

 	
  

 	
 $

 	
 17,820.25

 	
  

 	
 $

 	
 356,405.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 John Hancock
 Funds

 Trust Active Bond Trust

 	
  

 	
 $

 	
 52,731.69

 	
  

 	
 $

 	
 87,886.15

 	
  

 	
 $

 	
 1,757,723.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Manulife
 Global Fund

 U.S. Bond Fund

 	
  

 	
 $

 	
 3,000.00

 	
  

 	
 $

 	
 5,000.00

 	
  

 	
 $

 	
 100,000.00

 	
  

 


A-1









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Purchaser

 	
  

 	
 Commitment Fee

 	
  

 	
 Original Issue

 Discount

 	
  

 	
 Original Principal

 Amount

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Manulife
 Global Fund

 U.S. High Yield Fund

 	
  

 	
 $

 	
 9,521.13

 	
  

 	
 $

 	
 15,868.55

 	
  

 	
 $

 	
 317,371.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Manulife
 Global Fund

 Strategic Income

 	
  

 	
 $

 	
 3,000.00

 	
  

 	
 $

 	
 5,000.00

 	
  

 	
 $

 	
 100,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 MIL
 Strategic Income

 Fund

 	
  

 	
 $

 	
 3,000.00

 	
  

 	
 $

 	
 5,000.00

 	
  

 	
 $

 	
 100,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oppenheimer
 Champion

 Income Fund

 	
  

 	
 $

 	
 57,084.74

 	
  

 	
 $

 	
 95,141.24

 	
  

 	
 $

 	
 1,902,824.76

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oppenheimer
 Strategic

 Income Fund

 	
  

 	
 $

 	
 154,607.37

 	
  

 	
 $

 	
 257,678.95

 	
  

 	
 $

 	
 5,153,578.94

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oppenheimer
 Strategic

 Bond Fund / VA

 	
  

 	
 $

 	
 62,528.57

 	
  

 	
 $

 	
 104,214.28

 	
  

 	
 $

 	
 2,084,285.58

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Oppenheimer
 High

 Income Fund / VA

 	
  

 	
 $

 	
 15,837.83

 	
  

 	
 $

 	
 26,396.38

 	
  

 	
 $

 	
 527,927.60

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ING
 Oppenheimer

 Strategic Income

 Portfolio

 	
  

 	
 $

 	
 9,941.49

 	
  

 	
 $

 	
 16,569.16

 	
  

 	
 $

 	
 331,383.12.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sola Ltd

 	
  

 	
 $

 	
 1,200,000.00

 	
  

 	
 $

 	
 2,000,000.00

 	
  

 	
 $

 	
 40,000,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Solus Core
 Opportunities

 Master Fund Ltd

 	
  

 	
 $

 	
 300,000.00

 	
  

 	
 $

 	
 500,000.00

 	
  

 	
 $

 	
 10,000,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Standard
 General L.P.

 	
  

 	
 $

 	
 1,455,000

 	
  

 	
 $

 	
 2,425,000

 	
  

 	
 $

 	
 48,500,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Monarch
 Master Funding

 Ltd.

 	
  

 	
 $

 	
 0.00

 	
  

 	
 $

 	
 0.00

 	
  

 	
 $

 	
 0.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Mariner
 Investment

 Group LLC

 	
  

 	
 $

 	
 1,455,000

 	
  

 	
 $

 	
 2,425,000

 	
  

 	
 $

 	
 48,500,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Nomura
 Corporate

 Research & Asset

 Management

 	
  

 	
 $

 	
 750,000

 	
  

 	
 $

 	
 1,250,000

 	
  

 	
 $

 	
 25,000,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Basso
 Capital

 Management

 	
  

 	
 $

 	
 120,000

 	
  

 	
 $

 	
 200,000

 	
  

 	
 $

 	
 4,000,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Allstate

 	
  

 	
 $

 	
 225,000

 	
  

 	
 $

 	
 375,000

 	
  

 	
 $

 	
 7,500,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Wells
 Capital

 Management

 	
  

 	
 $

 	
 345,000

 	
  

 	
 $

 	
 575,000

 	
  

 	
 $

 	
 11,500,000.00

 	
  

 


A-2









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Purchaser

 	
  

 	
 Commitment Fee

 	
  

 	
 Original Issue

 Discount

 	
  

 	
 Original Principal

 Amount

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 CSAM
 Entities

 	
  

 	
 $

 	
 1,200,000

 	
  

 	
 $

 	
 2,000,000

 	
  

 	
 $

 	
 40,000,000.00

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Series B
 Notes

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Purchaser

 	
  

 	
 Commitment Fee

 	
  

 	
 Original Issue

 Discount

 	
  

 	
 Original Principal

 Amount

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Brigade
 Capital

 Management

 	
  

 	
  

 	
 None

 	
  

 	
 $

 	
 4,000,000.00

 	
  

 	
 $

 	
 50,000,000.00

 	
  

 


A-3






EXHIBIT B


DIP CREDIT AGREEMENT


	
  

 	
  

 	
  

 
	
 Borrowers:

 	
  

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

 
	
  

 
	
 Guarantors:

 	
  

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

 
	
  

 
	
 Maturity:

 	
  

 	
 December 31, 2010

 
	
  

 
	
 Financial
 Covenant:

 	
  

 	
 Minimum monthly EBITDAR
 (on a cumulative basis)

 
	
  

 
	
 Other
 covenants:

 	
  

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

 
	
  

 
	
 Conditions
 precedent:

 	
  

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

 
	
  

 
	
 Representations
 and Warranties:

 	
  

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

 
	
  

 
	
 Events of
 Default:

 	
  

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

 
	
  

 
	
 Governing
 law:

 	
  

 	
 New York

 









Summary of
Terms and Conditions of Tranches under the DIP Facilities:


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tranche A Delayed-

 draw Term Loan

 	
  

 	
 Tranche A-1

 Delayed-draw Term

 Loan

 	
  

 	
 Tranche B

 Revolver

 	
  

 	
 Tranche B-1

 Delayed-draw Term

 Loan

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
 Commitment
 Amount

 	
  

 	
 $135,000,000

 	
  

 	
 $26,000,000

 	
  

 	
 $15,000,000 (includes up
 to $1,000,000 in draws available to cash collateralize issuances of letters
 of credit)

 	
  

 	
 $20,000,000

 
	
  

 
	
 Rate

 	
  

 	
 LIBOR+ 825 bps, LIBOR
 Floor 3.5%, 5% PIK

 	
  

 	
 LIBOR+ 625bps, LIBOR Floor
 3.5%

 	
  

 	
 LIBOR+ 825 bps, LIBOR
 Floor 3.5%, 5% PIK

 	
  

 	
 LIBOR+ 625bps, LIBOR Floor
 3.5%

 
	
  

 
	
 Liens

 	
  

 	
 First priority, senior
 security interest in and lien upon all pre-petition and post-petition
 property of the Debtors, whether existing on the Petition Date or thereafter
 acquired, to the extent such property is not subject to any valid, perfected,
 non-avoidable and enforceable lien in existence as of the Petition Date.
 Junior security interest in and lien upon all pre-petition and post-petition
 property of the Debtors, whether now existing or

 	
  

 	
 First priority, senior
 security interest in and lien upon all pre-petition and post-petition
 property of the Debtors, whether existing on the Petition Date or thereafter
 acquired, to the extent such property is not subject to any valid, perfected,
 non-avoidable and enforceable lien in existence as of the Petition Date.
 Junior security interest in and lien upon all pre-petition and post-petition
 property of the Debtors, whether now existing or

 	
  

 	
 First priority, senior
 security interest in and lien upon all pre-petition and post-petition
 property of the Debtors, whether existing on the Petition Date or thereafter
 acquired, to the extent such property is not subject to any valid, perfected,
 non-avoidable and enforceable lien in existence as of the Petition Date.
 Junior security interest in and lien upon all pre-petition and post-petition
 property of the Debtors, whether now existing or

 	
  

 	
 First priority, senior
 security interest in and lien upon all pre-petition and post-petition
 property of the Debtors, whether existing on the Petition Date or thereafter
 acquired, to the extent such property is not subject to any valid, perfected,
 non-avoidable and enforceable lien in existence as of the Petition Date.
 Junior security interest in and lien upon all pre-petition and post-petition
 property of the Debtors, whether now existing or

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Tranche A Delayed-

 draw Term Loan

 	
  

 	
 Tranche A-1

 Delayed-draw Term

 Loan

 	
  

 	
 Tranche B

 Revolver

 	
  

 	
 Tranche B-1

 Delayed-draw Term

 Loan

 
	
  

 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
 hereafter acquired, that
 is subject to valid, perfected non-avoidable and enforceable liens, if any,
 in existence as of the Petition Date. Tranche A-1 and B-1 liens are senior
 to Tranche A and B liens.

 	
  

 	
 hereafter acquired, that
 is subject to valid, perfected non-avoidable and enforceable liens, if any,
 in existence as of the Petition Date. Tranche A-1 and B-1 liens are senior
 to Tranche A and B liens.

 	
  

 	
 hereafter acquired, that
 is subject to valid, perfected non-avoidable and enforceable liens, if any,
 in existence as of the Petition Date. Tranche A-1 and B-1 liens are senior
 to Tranche A and B liens.

 	
  

 	
 hereafter acquired, that
 is subject to valid, perfected non-avoidable and enforceable liens, if any,
 in existence as of the Petition Date. Tranche A-1 and B-1 liens are senior
 to Tranche A and B liens.

 






	
  

 	
  

 
	
 *

 	
 The economic
 terms which are denoted as to be determined with respect to the DIP
 Facilities shall be on equivalent economic terms to those terms under the
 existing DIP Facility.