UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

	FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

GREEKTOWN HOLDINGS, L.L.C.
(Exact name of registrant as specified in its charter)

(Mark One) S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 GREEKTOWN SUPERHOLDINGS, INC. (Exact name of registrant as specified in its charter)


Michigan		20-3579386
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

Delaware	27-2216916
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)

Commission file number: 000-1432622

Commission file number: 000-53921

555 East Lafayette

Detroit, Michigan 48226

(Address of principal executive offices and zip code)

(313) 223-2999

(Registrant’s telephone number, including area code)

Securities ~~to be~~ registered pursuant to Section 12(b) of the Act:

None

Securities ~~to be~~ registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.01 per share

Preferred Stock, par value $0.01 per share

Warrants

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes £ ☐ No S ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes £ No S

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes S ☒ No £ ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes S x No £ ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes £ ☐ No S ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £☐ Accelerated filer £☐ Non-accelerated filer £☐ Smaller reporting company S☒ (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes £ ☐ No S ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes S ☒ No £☐

As of April 12, 2013, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $13,684,860. As of December 31, 2012, there were 152,054 shares of Series A-1 Common Stock, $0.01 par value, and 0 shares of Series A-2 ~~Common Stock, $0.01 par value, outstanding.~~

TABLE OF CONTENTS
	~~Page~~	Page
PART I
ITEM 1. Business	3	4
ITEM 1A. Risk Factors	15	15
ITEM 1B. Unresolved Staff Comments	25	24
ITEM 2. Properties	26	24
ITEM 3. Legal Proceedings	26	24
ITEM 4. [Reserved]	26	24
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27	25
ITEM 6. Selected Financial Data	27	26
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28	27
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk	49	49
ITEM 8. Financial Statements and Supplementary Data	50	50
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	77	75
ITEM 9A. Controls and Procedures	77	75
ITEM 9B. Other Information	77	75
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance	77	75
ITEM 11. Executive Compensation	77	75
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	78	76
ITEM 13. Certain Relationships and Related Transactions, and Director Independence	78	76
ITEM 14. Principal Accountant Fees and Services	78	76
PART IV
ITEM 15. Exhibits and Financial Statement Schedule	~~78 & 80-82~~	76 & 78
Signatures	79	77 & 79-82

Disclosure Regarding Forward-Looking Statements

This report contains statements that we believe are, or may be considered to be, “forward-looking statements.” All statements other than statements of historical fact included in this report regarding the prospects of our industry or our prospects, plans, financial position or business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “will,” “expect,” “intend,” “estimate,” “foresee,” “project,” “anticipate,” “believe,” “plan,” “forecast,” “continue” or “could” or the negative of these terms or variations of them or similar terms. Furthermore, forward-looking statements may be included in various filings that we make with the SEC or press releases or oral statements made by or with the approval of one of our authorized executive officers. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could cause actual results to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements contained in this report, which reflect management’s opinions only as of the date hereof. Except as required by law, we undertake no obligation to revise or publicly release the results of any revision to any forward-looking statements. You are advised, however, to consult any additional disclosures we make in our reports to the SEC. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this report.

PART I

ITEM 1. BUSINESS

Background

Greektown Holdings, L.L.C. (“Greektown Holdings”) was formed in September 2005 as a limited liability company owned by Kewadin Greektown Casino, L.L.C. (“Kewadin Greektown”), which was 100% owned by Sault Ste. Marie Tribe of Chippewa Indians (the “Tribe”), and Monroe Partners, L.L.C. (“Monroe”). Greektown Holdings owns Greektown Casino, L.L.C. (“Greektown LLC”), which is ~~engaged in~~ the ~~operation~~successor ofby amerger ~~hotel~~to ~~and casino gaming facility known as~~ Greektown ~~Casino Hotel (“Greektown Casino”) located in the downtown area of the city of Detroit that opened November 10~~Superholdings, ~~2000 under a license granted by the Michigan Gaming Control Board (“MGCB”) and a development agreement with the city of Detroit~~Inc.

~~On May 29, 2008,~~ Greektown Holdings, together with its direct and indirect subsidiaries and certain affiliates, filed voluntary petitions to reorganize their businesses under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of MichiganL.L.C. ~~As contemplated by a plan of reorganization~~ (~~the “Plan”) approved by the Bankruptcy Court,~~ "Greektown ~~Superholdings~~Holdings," ~~Inc. (“Greektown Superholdings,”~~ and together with its wholly-owned subsidiaries “"we,”" “"our,”" “"us,~~” “~~" or the "Company,”" ~~or “Greektown,”~~ unless ~~the context~~ otherwise required) was ~~incorporated~~formed ~~under~~in ~~the~~September ~~laws~~2005 ~~of the~~as ~~state~~a oflimited ~~Delaware~~liability ~~on March 17, 2010~~company. ~~The Plan was confirmed on January 22, 2010 and became effective on June 30, 2010 (the “Effective Date”). Since that date, each of~~ Greektown ~~Superholdings~~Holdings ~~and~~owns ~~its wholly-owned subsidiary,~~ Greektown ~~Newco Sub,~~Casino ~~Inc~~L.L.C. (~~the “~~"Greektown ~~Sub”~~LLC"), ~~have~~which ~~each~~is ~~held~~engaged ~~50%~~in of the ~~outstanding~~operation ~~membership interests~~ of ~~Greektown Holdings. Greektown Superholdings is~~ a ~~holding~~hotel ~~company that has no other operating assets. Through its direct~~ and ~~indirect~~casino ~~ownership~~gaming offacility ~~Greektown Holdings,~~known ~~Greektown~~as ~~Superholdings owns and operates~~ Greektown Casino.-Hotel ("Greektown ~~LLC~~Casino") ~~also~~located ~~holds all the ownership interest~~ in ~~Contract Builders~~downtown ~~Corporation (“Contract Builders”) and Realty Equity Company, Inc~~Detroit. ~~(“Realty Equity”), each of which owns real estate near~~ Greektown Casino. ~~The~~opened ~~assets~~November ~~of Trappers GC Partners~~10, ~~LLC~~2000 ~~(“Trappers”)~~under ~~were~~a ~~transferred~~license togranted ~~Greektown Casino~~by ~~and Trappers has been dissolved pursuant to~~ the ~~Plan.~~Michigan ~~Unless~~Gaming ~~otherwise~~Control ~~indicated~~Board or("MGCB") ~~the~~and ~~context~~a ~~otherwise~~development ~~requires,~~agreement ~~the following~~with ~~discussion describes~~ the ~~business~~city ~~and operations~~ of ~~Greektown~~Detroit ~~Superholdings after~~ (the ~~Effective~~"Development ~~Date~~Agreement"). ~~Greektown Superholdings’ corporate headquarters are located at 555 East Lafayette, Detroit, Michigan 48226.~~

2Greektown Superholdings, Inc. (“Greektown Superholdings”) was incorporated under the laws of the state of Delaware on March 17, 2010. On June 30, 2010, each of Greektown Superholdings and its wholly-owned subsidiary, Greektown Newco Sub, Inc. (the “Newco Sub”), held 50% of the outstanding membership interests of Greektown Holdings. Greektown Superholdings was a holding company that had no other operating assets.

~~The~~Between ~~Company’s~~April ~~Board~~2013 ofand ~~Directors~~June ~~(the “Board of Directors”) adopted a shareholders rights plan on December 30~~2013, ~~2012~~Athens ~~(the~~Acquisition ~~“Rights~~LLC ~~Agreement”), subject to approval by the Michigan Gaming Control Board~~ (“~~MGCB~~Athens”)~~. Pursuant to the Rights Agreement~~, a ~~rights~~company ~~distribution was~~owned toby ~~have~~Daniel ~~been made to each equity holder of the Company on January 24~~Gilbert, ~~2013,~~acquired ~~but such distribution was subject to delay or suspension as required by the MGCB. The rights were intended to protect the Company and its stockholders~~ from ~~efforts~~shareholders ~~to obtain control~~ of ~~the~~ ~~Company~~Greektown ~~that~~Superholdings ~~the~~securities ~~Board~~representing ofan ~~Directors~~aggregate ~~determines are not in the best interests~~ of ~~the Company and its stockholders, and to enable all stockholders to realize the long-term value of their investment in the Company~~97. ~~In general terms, the plan would have imposed a significant penalty upon any person or group that acquires 25~~6% ~~or more~~ of ~~the Company~~ voting ~~stock~~power ~~without approval~~ of ~~the~~all ~~Board of~~securities ~~Directors or without entering a Stockholders Agreement (described below). On January 16, 2013, the Company announced that the January 24, 2013 distribution date~~ of ~~the~~Greektown ~~rights would be delayed pending approval of the MGCB~~Superholdings.

OnIn ~~January~~December ~~16,~~ 2013, ~~the~~Greektown ~~Company~~Superholdings ~~received a~~was ~~letter~~restructured ~~from~~upon ~~Athens~~the ~~Acquisition,~~consummation ~~LLC~~of the following events: (~~“Athens”~~i), a ~~company~~"reverse ~~owned~~stock bysplit," ~~Dan~~upon ~~Gilbert,~~which ~~who~~Athens ~~owns~~cashed ~~Rock~~out ~~Gaming,~~the ~~which~~remaining ~~in conjunction~~shareholders ~~with~~of ~~Caesars~~Greektown ~~Entertainment~~Superholdings ~~Corporation~~and ~~operates~~therefore ~~Horseshoe~~took ~~Casinos~~Greektown inSuperholdings ~~Cleveland~~private; ~~and~~(ii) ~~Cincinnati.~~assumption ~~The~~of ~~letter~~Greektown ~~from Athens~~Mothership ~~stated~~Corporation it("Greektown ~~“acquired~~Mothership"), a ~~small~~Delaware ~~position”~~corporation formed in ~~the~~October ~~Company~~2013, inof ~~mid-2012~~the obligations and ~~that~~rights itas ~~“entered~~a ~~into~~co-issuer ~~an agreement~~of tothe ~~purchase~~outstanding aSenior ~~large~~Secured ~~block~~Notes; of(iii) ~~the~~merger ~~Company’s~~of ~~shares~~Greektown onNewco ~~December 20~~Sub., ~~2012~~Inc.”, ~~Athens~~a ~~also~~wholly ~~stated~~owned insubsidiary ~~the letter~~of ~~that~~Greektown itSuperholdings, ~~was willing~~with toGreektown ~~acquire~~Superholdings as the ~~capital~~surviving ~~stock~~entity; ~~held~~(iv) bymerger ~~all~~of ~~remaining~~Greektown ~~Company~~Superholdings ~~shareholders~~with ~~for~~and ainto ~~purchase~~its ~~price~~wholly ~~of $81~~owned ~~per~~subsidiary, ~~share.~~Greektown ~~Athens~~Holdings, ~~requested~~with inGreektown Holdings as the ~~letter~~surviving ~~that~~entity; ~~the~~and ~~Board~~(v) insertion of ~~Directors~~Greektown ~~terminate~~Mothership, LLC, a subsidiary of Athens, into the ~~Rights~~corporate ~~Agreement~~structure as the parent of Greektown Holdings.

On January 17, 2013, the Company announced that its Board of Directors formed a Special Committee of the Board of Directors to review the letter from Athens and that the Special Committee’s mandate is to assess Athens’ position and make a recommendation to the Board of Directors on this and other strategic alternatives. On January 30, 2013, the Company announced that the Special Committee had engaged counsel and financial advisors to assist it in this process.4

OnBusiness ~~January 29, 2013, Athens sent a letter to the Company withdrawing its proposal to acquire the remaining capital stock of Greektown for $81 per share.~~Overview

OnWe ~~February~~own ~~8, 2013, Athens filed a Schedule 13D with the Securities~~ and ~~Exchange~~operate ~~Commission~~Greektown ~~disclosing~~Casino ~~that~~which itopened ~~had entered into an agreement to acquire additional shares from two other shareholders, and~~ in ~~such~~November ~~disclosure,~~2000 ~~Athens~~within ~~stated~~the ~~that~~historic ifGreektown itdistrict ~~consummates~~of ~~all~~downtown ~~such~~Detroit. ~~transactions~~Greektown ~~(entered~~Casino ~~into~~is ~~through January~~one ~~31,~~of ~~2013),~~only itthree ~~may~~commercial becasinos ~~deemed~~licensed to ~~have~~operate ~~beneficial~~in ~~ownership representing 76.8% of~~ the ~~voting~~state ~~power~~ of ~~all securities of the Company~~Michigan. ~~Athens~~Greektown ~~further~~Casino ~~disclosed~~offers ~~that,~~a ~~with~~full ~~the~~range ~~exception~~ of ~~the small position it had acquired in mid-2012~~gaming, ~~the~~dining ~~purchase~~and ofentertainment ~~all such shares was subject to certain conditions~~alternatives, including ~~the approval of the MGCB.~~:

On● ~~April~~approximately 8100,000 ~~2013,~~square-feet ~~the~~of ~~Company~~gaming ~~and Athens~~space ~~executed~~with aapproximately ~~definitive~~2,850 ~~agreement~~slot ~~regarding~~machines ~~Athens’~~and ~~provision~~approximately of63 ~~minority~~table ~~protections~~games, ~~(the~~including ~~“Stockholders Agreement”)~~a to12,500 ~~the non~~square-~~Athens~~foot ~~stockholders~~salon ofdedicated ~~the~~to ~~Company~~high-limit gaming, asand ~~more~~a ~~fully~~live ~~described~~poker ~~below.~~ room;

On● ~~April~~approximately 83,709 ~~2013,~~attached ~~pursuant~~parking ~~to the previous approval of the Board of Directors (which was conditioned on the execution of the Stockholders Agreement)~~spaces, ~~(i)~~including ~~the~~899 ~~Rights~~parking ~~Agreement was~~spaces ~~terminated~~for ~~and~~valet ~~the~~parking ~~conditional rights distribution that had been declared on December 30~~services, ~~2012 was suspended~~ and ~~(ii) the Company’s Bylaws were amended to repeal the December 30~~1,750 ~~2012~~unattached ~~amendments~~parking and restore the Bylaws to their form prior to December 30, 2012. The Rights Agreement and rights distribution had not, in any event, become effective because their effectiveness had been made expressly dependent upon approval of the MGCB and such approval has not been obtained.spaces;

3● approximately 10,000 square feet of convention space;

On● ~~April~~a 9,400-room 2013, the MGCB determined that Athens was eligible, qualified, and suitable under the standards and criteria of the Michigan Gaming Control and Revenue Act, as amended, and the rules promulgated thereunder, and approved the requested transfers of interest in Greektown to Athens. In addition, the MGCB approved the request for qualifier licenses of Daniel Gilbert, chief executive officer of Athens and chairman of Rock Gaming LLC, and Matthew Cullen, president and chief operating officer of Rock Gaming LLC. hotel;

~~Stockholders~~● ~~Agreement~~several restaurants and food outlets on the gaming floor; and

On● ~~April~~multiple 8,bars 2013, the Company entered into the Stockholders Agreement with Athens. The Stockholders Agreement will become effective upon the date that Athens consummates certain transactions to purchase a majority of the Company’s shares under its existing contracts (the “Agreement Effective Date”), which transactions are listed in Annex 1 to the Stockholders Agreement (the “Securities Purchases”). Athens’ consummation of the Securities Purchases is subject to approval by the MGCB. The MGCB granted such approval at a meeting of the MGCB held on April 9, 2013, and ~~the~~entertainment ~~Company anticipates that Athens will promptly consummate the Securities Purchases~~facilities.

~~The~~Access ~~Stockholders~~to ~~Agreement provides~~Greektown ~~for~~Casino ~~certain~~is ~~minority~~facilitated ~~rights~~by a nearby off-ramp from Interstate 375 and ~~protections~~several interstate highways passing through the downtown of the city of Detroit. Our players club, known as “Club Greektown,” is a membership/loyalty program that attracts customers by offering incentives to ~~current~~frequent ~~non-Athens~~casino ~~stockholders~~visitors. As of December 31, 2013, we had approximately 1.7 million people in our database for Club Greektown. The gaming market in the ~~Company~~Detroit area, which consists of three commercial casinos in Michigan (the “~~Minority~~Detroit ~~Stockholders~~Commercial Casinos”) ~~and~~, ~~certain~~together ~~other~~with ~~matters~~the commercial casino in Windsor, Ontario (the “Metro Detroit Gaming Market”) is primarily a “drive-to” gaming market, with over 95% of our patrons residing within 100 miles of Greektown Casino.

~~Minority~~We ~~Director~~have ~~Representation~~initiated strategic plans to renovate and reposition Greektown as a first class gaming property designed to grow the market and our share of it. Our strategic plans encompass operational efficiencies and facility improvements, which we believe will translate into increased revenue, operating margins and cash flow. Our new senior management team has identified and initiated several revenue generating and cost-saving programs, including improving our IT, management and other back office systems while revamping our customer service, marketing and players club programs. We believe these initiatives will not only improve our margins but will also lay the groundwork for a strong operating model for our business. Through our physical renovation plan, we are planning to create a more open, spacious and inviting atmosphere as well as enhance our gaming offering, which we believe will enable us to attract new patrons and drive increased customer loyalty. These investments are expected to cost $125.0 million to $150.0 million. We plan to begin construction in the second half of 2014 and expect to complete the renovation within 24 months of commencement.

Pursuant to the Stockholders Agreement, the Board of Directors will contain at least two (2) independent directors, one of which will be a representative of the Minority Stockholders (the “Minority Independent Director”). The independent directors must qualify as independent under the New York Stock Exchange listing rules and have no material past or present commercial or personal relationship or ties with any affiliate of the Company. Marketing

~~The~~Advertising ~~first~~efforts ~~Minority Independent~~include ~~Director~~casino, ~~will~~food, beand ~~Freman~~beverage ~~Hendrix~~promotions, and ~~the~~hotel ~~first~~packages. ~~replacement~~These ~~Minority~~efforts ~~Independent~~are ~~Director~~complemented ~~will~~by beextensive ~~Darrell~~database ~~Burks~~marketing, ~~both of~~to ~~whom~~drive ~~are~~loyalty ~~current~~from ~~members~~our ofClub ~~the~~Greektown ~~Board of Directors~~members. ~~Upon~~Efforts ~~the~~also ~~resignation~~include orproperty ~~removal~~enhancements ofthat ~~Darrell~~are ~~Burks~~designed asto ~~the~~encourage ~~first~~existing ~~replacement Minority~~patrons ~~Independent~~to ~~Director~~frequent inour ~~accordance~~property, ~~with~~while ~~the~~attracting ~~terms~~new ofpatrons ~~the~~to ~~Stockholders~~our ~~Agreement,~~property. ~~the~~The ~~then-serving~~goals ~~members~~ of ~~the~~all ~~Board of~~our ~~Directors~~efforts ~~will~~are ~~designate~~designed ato ~~successor~~increase ~~Minority~~customer ~~Independent~~loyalty, ~~Director.~~and Aincrease ~~majority~~visits offrom the ~~Minority~~casual ~~Stockholders~~customer ~~will~~who ~~have~~is ain ~~veto right~~the ~~over~~Greektown ~~any~~district ~~such~~for ~~successor~~dining, ~~designation~~entertainment ofand ~~the~~sporting ~~Minority Independent Director~~events.

~~Liquidity Rights—Generally~~5

The Stockholders Agreement requires that Athens provide each Minority Stockholder with at least two (2) opportunities for liquidity in respect of each Minority Stockholder’s Company securities (each such opportunity, a “Liquidity Event”) from the Agreement Effective Date until the later to occur of (i) six (6) months after the Agreement Effective Date and (ii) December 31, 2013 (the “Liquidity Period”). The first Liquidity Event must occur as soon as reasonably practicable after the Agreement Effective Date and the second during the last month of the Liquidity Period.Competition

The ~~price~~Detroit toCommercial beCasinos ~~paid to~~are ~~participating~~the ~~holders~~only ~~during~~three ~~each~~commercial ~~Liquidity~~casinos ~~Event~~in ~~will~~the bestate ~~$90~~of ~~per~~Michigan ~~share~~and onconsist anof ~~unconverted~~Greektown ~~basis~~Casino, ~~(the~~MGM Grand Detroit (“~~Liquidity~~MGM ~~Price~~Detroit”)~~. The~~ ~~Liquidity~~and ~~Price~~MotorCity ~~payable~~Casino to(“MotorCity”) ~~any~~(the”Detroit ~~participating~~Commercial ~~Minority~~Casinos”). ~~Stockholder~~An ~~will~~additional becompetitor, ~~adjusted~~Caesars ~~downward~~Windsor, tois ~~the~~located ~~extent~~across ~~such~~the ~~Minority~~Detroit ~~Stockholder has~~River ~~elected~~in toCanada. ~~convert~~Caesars ~~its~~Windsor ~~shares~~is ofowned by the ~~Company’s~~Ontario ~~preferred~~government ~~stock~~and ~~into~~is ~~shares~~accessible offrom ~~the~~Detroit ~~Company’s~~via ~~common~~bridge ~~stock~~or (itunnel.e. Collectively, the ~~Liquidity~~three ~~Price~~Detroit ~~does~~Commercial ~~not~~Casinos ~~provide Minority Stockholders with any credit for accrued~~ and ~~unpaid~~Caesars ~~dividends~~Windsor onmake ~~shares~~up of the ~~Company’s preferred~~Metro ~~stock)~~Detroit Gaming Market.

SoThe ~~long~~gaming asmarket in the ~~economic result~~state ~~described~~of inMichigan, ~~the~~which ~~immediately~~contains ~~preceding~~both ~~paragraph~~commercial isand ~~the~~tribal ~~same~~casinos, ~~each~~consists ~~Liquidity~~of ~~Event~~the ~~may~~Detroit beCommercial ~~provided~~Casinos byand ~~any~~twenty-three ~~means,~~Native atAmerican-owned ~~the election~~gaming offacilities ~~Athens,~~that ~~including~~operate byunder ~~merger~~compacts. orFour ~~otherwise.~~race Iftracks ~~any~~are ~~Liquidity~~also ~~Event~~located isin ~~effectuated~~the bystate ~~merger~~of Michigan, ~~Athens~~each ~~must~~of ~~permit~~which ~~each Minority~~offers ~~Stockholder~~horse ~~with~~betting, ~~the~~but ~~right~~are tonot ~~elect~~authorized to ~~receive~~offer ~~cash~~slot machine or ~~securities~~table gaming. There is also a race track in ~~the~~Windsor ~~surviving~~that ~~entity~~is ofnot ~~the~~authorized ~~merger~~to offer slot machines or table games.

~~Rights~~In inaddition ~~respect~~to of the ~~Liquidity~~Metro ~~Events~~Detroit ~~are~~Gaming ~~enforceable~~Market, bythe state of Ohio opened four commercial casinos in 2012 and 2013, which include the ~~Minority~~Horseshoe ~~Stockholders~~Casino in Cleveland, Hollywood Casino in Toledo, Hollywood Casino in Columbus, and ~~are~~Horseshoe ~~not~~Casino ~~transferrable~~in Cincinnati. In addition, three race tracks in Ohio opened during 2013, all offering slot machines.

~~Until~~Overview ~~the expiration~~ of ~~the~~direct Liquidity period, Athens is required to own and retain at least $145 million of Company securities, which amount will be calculated on the basis of the purchase price paid by Athens for those securities.competition

4The direct competitors of Greektown Casino are the two other Detroit Commercial Casinos and Caesars Windsor. The Detroit Commercial Casinos operate as commercial entities under the Michigan Gaming Control & Revenue Act and Administrative Rules – promulgated 1998 & amended 2008 (the “Michigan Gaming Act”). The Detroit Commercial Casinos are licensed to offer gaming, with no specific limit on the number of gaming positions that they may operate within their authorized gaming square footage. MGM Detroit, MotorCity and Caesars Windsor may each have greater name recognition and financial, marketing and other resources than Greektown Casino. For instance, MGM Detroit benefits from the use of a national player database. Caesars Windsor is managed by a consortium that includes Caesars Entertainment, Inc. and Hilton Hotels Corporation, both of which have a national presence.

~~Liquidity~~The ~~Rights—Standard~~table ~~General~~below illustrates Greektown Casino’s percentage of the total adjusted gross gaming revenues of the Detroit Commercial Casinos for years ended December 31, 2013 and ~~Brigade~~2012. The total adjusted gross receipts for the Detroit Commercial Casinos decreased approximately 4.7% in 2013. For more information, see Part II Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

In order to participate in any Liquidity Event offered pursuant to the Stockholders Agreement, certain affiliated funds of Standard General L.P. (“Standard General”) and Brigade Leveraged Capital Structured Fund Ltd. (“Brigade”) are each required to first (i) execute an Investor Rights Agreement in the form attached to the Stockholders Agreement as Annex 2 and (ii) deliver such executed Investor Rights Agreement to the Company and Athens within ten (10) business days following the Agreement Effective Date.

	Year Ended December 31,
	2013			2012
Detroit Commercial Casinos (1)
MGM Detroit		42.0	%		42.7	%
MotorCity		33.7	%		32.4	%
Greektown Casino		24.3	%		24.9	%
Total		100.0	%		100.0	%

~~The form of Investor Rights Agreement provides that the executing investor~~ (~~Standard General and/or Brigade~~1) ~~will~~Market ~~release~~share ~~all~~values ~~existing~~for ~~claims against~~ the ~~Company,~~Detroit ~~Athens~~Commercial ~~and~~Casinos ~~their~~in ~~respective subsidiaries and affiliates. In addition,~~ the ~~executing~~above ~~investor~~table ~~will agree to not disparage the Company, Athens or any of their respective subsidiaries~~ and ~~affiliates~~elsewhere ~~until Athens effectuates a short-form merger between it (or any of its wholly-owned subsidiaries) and the Company~~ in ~~accordance~~this ~~with~~statement ~~the~~were ~~Delaware~~obtained ~~General~~from ~~Corporation Law (a “Short-Form Merger”), unless~~ the ~~Investor~~MGCB ~~Rights~~website: ~~Agreement is earlier terminated in accordance with its terms~~http://www.michigan.gov/mgcb.

The form of Investor Rights Agreement also provides that, in addition to any rights Standard General or Brigade may have with respect to any Liquidity Event under the Stockholders Agreement, an executing investor (Standard General and/or Brigade) will have a right to put all of its Company securities owned as of the date of the Investor Rights Agreement to Athens (the “Sale Right”) until the later to occur of (i) six (6) months after the Agreement Effective Date and (ii) December 31, 2013. The price to be paid by Athens upon a proper exercise of the Sale Right will be $90 per share on an unconverted basis (the “Sale Price”). The Sale Price will be adjusted downward to the extent Standard General or Brigade, as applicable, has elected to convert its shares of the Company’s preferred stock into shares of the Company’s common stock (i.e., the Sale Price does not provide any credit for accrued and unpaid dividends on shares of the Company’s preferred stock).

OnBelow ~~the~~is ~~closing~~a ~~date of~~more ~~any~~detailed ~~proper~~summary ~~exercise~~ of the ~~Sale~~gaming ~~Right,~~amenities ~~Standard~~offered ~~General~~by orMGM ~~Brigade~~Detroit, asMotorCity ~~applicable, must reaffirm certain release, waiver~~ and ~~representation~~ ~~provisions~~Caesars ~~of the Investor Rights Agreement~~Windsor. In addition, Standard General or Brigade, as applicable, will be prohibited from exercising any Sale Right if it or any of its subsidiaries or affiliates has asserted claims against the Company, Athens or any of their respective subsidiaries or affiliates. The Sale Right is not transferrable.

~~The~~MGM ~~form~~Detroit. MGM Detroit was the first casino to open in Detroit, in July 1999, and since 2001 has generally been the market leader based on share of ~~Investor Rights~~adjusted ~~Agreement~~gross ~~requires~~gaming ~~that~~revenues. In October 2007, MGM Detroit completed construction of a new, permanent casino. The new facility houses approximately 100,000 square feet of gaming space with an ~~executing~~estimated ~~investor~~4,000 ~~(Standard~~slot ~~General~~machines and 100 table games, including poker, 400 hotel rooms, and11 restaurants/orbars ~~Brigade)~~and ~~agree~~entertainment ~~that~~venues. ~~its~~The ~~sole~~property ~~remedy~~also ~~will~~offers bea to30,000-square-foot ~~seek appraisal~~meeting ~~under~~facility, ~~Section~~which ~~262~~includes ofa 14,000-square-foot ballroom. For the ~~Delaware~~year ~~General~~ended ~~Corporation~~December ~~Law~~31, in2013, MGM Detroit’s adjusted gross casino revenues were $566.8 million, representing a 6.3% decrease from the ~~event~~comparable ~~that~~period in the ~~Company~~prior ~~and~~year. ~~Athens~~MGM ~~engage~~Resorts inInternational owns a ~~“long-form” merger~~controlling ~~pursuant~~interest toin ~~Section~~MGM ~~251~~Detroit, ~~Section~~with ~~252,~~the ~~Section~~remaining ~~263~~interest orheld ~~Section~~by ~~264~~Detroit Partners, LLC, a group of local residents and businesses. MGM Detroit benefits from the ~~Delaware~~use ~~General~~of ~~Corporation~~a ~~Law~~national player database.

CoMotorCity. MotorCity was the second casino to open in Detroit, in December 1999, and since 2001 has generally maintained a second-~~Sale~~place ~~(Tag~~market position based on share of adjusted gross gaming revenues behind MGM Detroit. In 2008, MotorCity completed its expanded complex. The renovated facility has 100,000 square feet of gaming space with an estimated 3,000 slot machines and 70 table games, including poker, 8 restaurants/bars, three entertainment venues, a 400-~~Along)~~room ~~Rights~~hotel, a spa and a 1,500 seat theater. For the year ended December 31, 2013, MotorCity’s adjusted gross casino revenues were $454.3 million, representing a 1.2% decrease from the comparable period in the prior year. The facility is privately owned by its sole stockholder, Marian Ilitch.

~~The~~Caesars ~~Stockholders~~Windsor. ~~Agreement provides~~Caesars ~~all~~Windsor ~~Minority~~opened ~~Stockholders~~in ~~with~~May a1994. ~~“co-sale”~~Caesars orWindsor ~~“tag-along”~~is ~~right~~the tolargest ~~participate~~casino-resort in ~~any~~Canada ~~sale~~and ~~or transfer~~is owned by ~~Athens~~the government of ~~Company~~Ontario ~~securities~~and tooperated ~~any~~by ~~person (other than~~ a ~~transfer~~consortium ofthat aincludes ~~direct~~Caesars orEntertainment, ~~indirect~~Inc. ~~interest~~and inHilton ~~Athens~~Hotels ~~representing a~~Corporation. ~~less~~At ~~than~~its ~~40%~~peak ~~beneficial ownership interest~~ in the ~~Company~~late or1990s, ~~transfers~~the bycasino ~~Athens~~attracted toin ~~any~~excess of ~~its~~six ~~subsidiaries~~million orvisitors ~~affiliates)~~annually. ~~Any~~ ~~Minority~~In ~~Stockholder~~2008, ~~may~~Caesars ~~elect~~Windsor tocompleted ~~exercise~~an ~~its~~expansion ~~co-sale~~of ~~right~~its bycasino ~~sending~~costing aapproximately ~~notice~~CAD to$400 ~~the~~million, ~~Company~~which ~~and~~resulted ~~Athens~~in ~~within~~a 30complex ~~days after~~of ~~the~~approximately ~~Company~~100,000 ~~delivers~~square afeet ~~notice~~of ~~regarding~~gaming aspace, ~~proposed~~90 ~~sale~~table bygames, ~~Athens~~including ~~for~~poker, ~~which~~2,500 ~~the~~slot ~~co-sale~~machines ~~right~~and ~~applies~~3,000 ~~under~~parking ~~the terms of the Stockholders Agreement~~spaces. ACaesars ~~Minority~~Windsor ~~Stockholder~~also ~~will~~offers be758 ~~deemed~~hotel torooms, ~~have~~a ~~waived~~5,000 ~~its~~seat ~~co-sale~~entertainment ~~right~~center ifand itapproximately ~~fails~~100,000 tosquare ~~give~~feet ~~notice to~~of ~~the~~convention ~~Company~~space. ~~within~~Caesars ~~the~~Windsor’s ~~required~~adjusted ~~time~~gross ~~period~~gaming ~~specified~~revenues infor the ~~immediately~~year ~~preceding~~ended ~~sentence.~~December ~~The~~31, ~~co-sale~~2013 ~~right~~were is not ~~transferrable and~~publicly ~~will~~available ~~remain~~prior into ~~effect until Athens effectuates a Short-Form Merger, unless~~ the ~~Stockholders~~issuance ~~Agreement~~of isthis ~~earlier terminated in accordance with its terms as described in “Stockholders Agreement—Term” below~~report.

5Ohio Casinos

~~Preemptive~~On ~~Rights~~November 3, 2009, a casino initiative passed in the state of Ohio authorizing casino-style gaming at four locations within the state: Cincinnati, Cleveland, Columbus and Toledo. Hollywood Casino in Toledo and Horseshoe Casino in Cleveland opened in May 2012. Hollywood Casino in Columbus opened in October 2012. Horseshoe Casino in Cincinnati opened in March 2013. The Toledo, Cleveland, Columbus, and Cincinnati casinos are approximately 60 miles, 180 miles, 210, and 260 miles from the city of Detroit, respectively. Below is a more detailed summary of amenities offered by Horseshoe Cleveland, Hollywood Toledo, Hollywood Columbus, and Horseshoe Cincinnati.

~~The~~Horseshoe ~~Stockholders~~Cleveland. ~~Agreement provides~~Horseshoe ~~all~~Cleveland ~~Minority~~was ~~Stockholders~~the ~~with~~first ~~preemptive~~casino ~~rights with respect~~ to ~~(i)~~open ~~Company~~in ~~equity issuances and (ii) Company debt issuances to Athens and/or its affiliates~~Ohio, ~~subject~~ in ~~both~~May ~~cases to certain enumerated exceptions~~2012. IfThe ~~the~~new ~~Company~~smoke-free ~~proposes~~facility anhas ~~issuance~~approximately: ~~subject to the preemptive rights~~96,000 itsquare ~~will~~feet ~~give~~of ~~written~~gaming ~~notice~~space; to1,800 ~~each~~slot ~~Minority~~machines; ~~Stockholder~~119 attable ~~least~~games, ~~fifteen~~including ~~(15)~~poker ~~days~~and ~~prior~~4 ~~to the proposed issuance~~restaurants. ~~Each~~For ~~Minority~~the ~~Stockholder~~year ~~will~~ended ~~then~~December ~~have~~31, ~~fifteen~~2013, ~~(15)~~Horseshoe ~~days~~Cleveland’s ~~from~~reported ~~receipt~~adjusted ofgross ~~any~~revenues ~~such~~were ~~notice~~$242.6 tomillion. ~~irrevocably~~Rock ~~elect~~Ohio toCaesars, ~~exercise its~~a ~~preemptive~~joint ~~rights.~~venture ~~The~~between ~~preemptive~~Caesars ~~rights~~Entertainment ~~are not transferrable~~ and ~~will~~Rock ~~remain~~Gaming, inowns ~~effect~~and ~~until~~operates ~~Athens~~Horseshoe ~~effectuates~~Cleveland. aRock ~~Short-Form Merger,~~Gaming ~~unless (i) the Stockholders Agreement~~ is ~~earlier~~controlled ~~terminated in accordance with its terms as described in “Stockholders Agreement—Term” below or (ii) the preemptive rights are waived~~ by ~~the~~Daniel ~~written approval of the Minority Independent Director (or~~Gilbert, ifand ~~there~~ is notherefore ~~Minority~~an ~~Independent~~affiliate ~~Director then serving, a majority~~ of the ~~independent directors of the Board), if such waiver is deemed to be in the best interest of the~~ Company.

~~Minority~~Hollywood ~~Independent~~Toledo. ~~Director~~Hollywood ~~Consent~~Toledo ~~Rights~~was the second casino to open in Ohio, in May 2012. The new smoke-free facility has approximately: 125,000 square feet of gaming space; 2,000 slot machines; 60 table games including a 20-table poker room, 4 restaurants and 2,450 parking spaces. For the year ended December 31, 2013, Hollywood Toledo’s reported adjusted gross revenues were $183.4 million. Penn National Gaming owns and operates Hollywood Toledo.

The Stockholders Agreement requires that the Minority Independent Director (or, if there is no Minority Independent Director then serving, a majority of the independent directors of the Board of Directors) approve certain actions, including:7

·Hollywood ~~Any~~Columbus. ~~amendment~~Hollywood toColumbus ~~the~~opened ~~Company’s~~in ~~Certificate~~Columbus in October 2012. The new smoke-free facility has approximately: 160,000 square feet of ~~Incorporation~~gaming orspace; ~~Bylaws~~2,500 orslot ~~the~~machines; ~~organizational~~79 ~~documents~~table ofgames; ~~any~~36 ~~subsidiary~~tables of live poker; 4 restaurants and 3,700 parking spaces. For the ~~Company~~year ended December 31, ~~that~~2013, ~~would~~Hollywood ~~disproportionately~~Columbus’s ~~adversely~~reported ~~affect~~adjusted ~~the~~gross ~~Minority~~revenues ~~Stockholders;~~were $210.8 million. Penn National Gaming owns and operates Hollywood Columbus.

·Horseshoe ~~Any~~Cincinnati. ~~transaction~~Horseshoe ~~between~~Cincinnati. ~~the~~Horseshoe ~~Company,~~Cincinnati onopened ~~the~~in ~~one~~Cincinnati ~~hand,~~in ~~and~~March ~~Athens~~2013. orThe ~~its~~new ~~affiliates,~~smoke-free onfacility ~~the~~has ~~other~~approximately: ~~hand~~100,000 insquare ~~excess~~feet of $1gaming space; 2,000~~,000~~ ~~individually~~slot ormachines; $485 table games; 31 tables of live poker; 5 restaurants and 2,~~000,000~~500 inparking spaces. For the ~~aggregate~~partial year ended December 31, ~~other~~2013, ~~than~~Horseshoe ~~actions~~Cincinnati's ~~contemplated~~reported byadjusted ~~the~~gross ~~Stockholders~~revenues ~~Agreement~~were $184.5 million. Rock Ohio Caesars, a joint venture between Caesars Entertainment and deRock ~~minimis~~Gaming, ~~incidental~~owns ~~usage~~and ofoperates ~~the~~Horseshoe ~~Company’s~~Cincinnati. ~~facilities~~Rock atGaming ~~prevailing~~is ~~market~~controlled ~~rates;~~by Daniel Gilbert, and is therefore an affiliate of the Company.

·Michigan ~~Any~~tribal ~~issuance of Company securities in connection with any joint venture or strategic partnership entered into by the Company.~~gaming

~~The~~Twenty-three ~~consent~~Native ~~rights~~American-owned ~~with~~casinos ~~respect~~are tocurrently ~~the matters~~operating ~~described~~in ~~above~~western, ~~will~~central ~~remain~~and innorthern ~~effect~~Michigan, ~~until~~the ~~Athens~~closest ~~effectuates~~of awhich ~~Short-Form~~is ~~Merger,~~113 ~~unless~~miles ~~the~~from ~~Stockholders~~Greektown ~~Agreement~~Casino. ~~is earlier~~A ~~terminated~~number inof ~~accordance~~additional ~~with~~Native ~~its~~American ~~terms~~casinos asare ~~described~~ in ~~“Stockholders~~various ~~Agreement—Term”~~stages ~~below.~~of the planning process:

U● In 2002, two tribes entered into land settlement agreements with the state of Michigan and both tribes have sought and continue to seek congressional approval of the agreements to take the land into trust for new land-based casinos.S One tribe is seeking to locate a casino in Monroe County, Flint, or Romulus, which would be within 20 to 75 miles of Greektown Casino. ~~Securities~~The ~~and~~other ~~Exchange~~tribe ~~Commission Registration~~is seeking to locate a casino in Port Huron, which would be within 75 miles of Greektown Casino.

~~The~~● ~~Stockholders~~Another ~~Agreement provides~~tribe ~~that~~has ~~(i)~~been ~~the~~federally ~~Company~~recognized ~~stock will continue to be registered under the Securities Act of 1933, as amended,~~ and ~~(ii)~~is ~~the~~seeking ~~Company will continue~~ to ~~file~~enter ~~periodic~~into ~~reports pursuant to the Securities Exchange Act of 1934, as amended. The registration and reporting requirements will remain in effect until Athens effectuates~~ a ~~Short-Form~~compact ~~Merger, unless (i) the Stockholders Agreement is earlier terminated in accordance~~ with ~~its terms as described in “Stockholders Agreement—Term” below or (ii) such registration and reporting requirements are waived by~~ the ~~approval~~state of ~~the~~Michigan ~~Minority~~for ~~Independent Director (or, if there is no Minority Independent Director then serving,~~ a ~~majority~~casino ofin ~~the~~western ~~independent directors of the Board of Directors)~~Michigan.

~~Termination~~● Another tribe re-submitted an application in October 2009 to the U.S. Department of ~~Rights~~the ~~Agreement~~Interior to construct a $300 million casino development, including a 200 room hotel and ~~Amendment~~ ~~Bylaws~~retail space, in Romulus, Michigan after having a previous application dismissed in 2008. The proposed development would be within 20 miles of Greektown Casino. In February 2011, the tribe partnered with a developer to again seek Congressional and state approvals to build a casino.

As● ~~disclosed~~Another ~~above, pursuant~~tribe tohas publicly announced an agreement with the ~~terms~~state of Michigan to amend an existing compact. The amendments to the ~~Stockholders~~compact ~~Agreement,~~would allow the ~~Rights~~tribe ~~Agreement~~to ~~was~~seek ~~terminated~~to ~~and~~place land in trust with the ~~Company’s~~United ~~Bylaws~~States ~~were~~Department ~~amended~~ of Interior to ~~repeal~~construct ~~the~~a ~~December~~new ~~30,~~casino ~~2012~~in northern Michigan. Certain proposed amendments to the compact must be approved by the Michigan Legislature and ~~restore~~the tribe must submit an application to the ~~Bylaws~~United States Department of Interior to ~~their~~place ~~form~~certain ~~prior~~land in trust in order to ~~December~~construct ~~30,~~the ~~2012~~casino in northern Michigan.

~~Term~~● A tribe has publicly announced its intentions to construct a $245 million casino development in the city of Lansing, Michigan, which would be approximately 90 miles from Greektown Casino. The tribe is required to comply with federal statutory and regulatory requirements, including the Indian Gaming Regulatory Act and the Michigan Indian Land Claim Settlement Act, or seek U.S. Congressional approval before it can operate a casino in Lansing as tribal casinos are generally restricted to their own reservations. In December 2013, the federal court of appeals overturned a preliminary injunction requested by the state of Michigan which prevented the tribe from asking the federal government to put the land in trust for the casino. The decision opens the door for the tribe to ask the federal government to take the land in downtown Lansing into trust for the tribe.

The ~~Stockholders~~opening ~~Agreement will terminate upon the earliest to occur~~ of ~~(i)~~additional ~~Athens~~Native ~~effectuating a Short~~American-~~Form~~owned ~~Merger,~~casinos ~~(ii)~~near the ~~consummation~~city of aDetroit ~~sale~~ or ~~transfer of~~elsewhere ~~Company~~in ~~securities~~the ~~whereby~~state ~~neither Athens nor any~~ of ~~its~~Michigan ~~affiliates~~could ~~beneficially~~have ~~owns~~ a ~~majority~~detrimental ofeffect ~~Company~~on ~~securities,~~Greektown ~~and (iii)~~Casino’s ~~the time when all Company securities are owned by Athens and/or its affiliates~~revenues.

~~Other Miscellaneous Matters~~8

~~Releases~~Proposal 1

~~The~~In ~~Stockholders~~November ~~Agreement provides~~2004, ~~that~~Michigan ~~each~~voters passed Proposal 1, which requires a voter referendum before new forms of gambling are permitted within the ~~Company~~state ~~and~~of ~~Athens~~Michigan. ~~agrees~~This limits the government’s ability to ~~release~~enact changes to the ~~other~~state ~~party~~of ~~and~~Michigan ~~its~~laws ~~subsidiaries~~permitting ~~and~~incremental ~~affiliates~~forms ~~from~~of ~~all~~gaming ~~existing claims~~within the state of Michigan. ~~The~~Proposal ~~release~~1 does not apply to ~~any~~tribal ~~claims~~gaming inor ~~respect~~to ofthe ~~performance~~Detroit Commercial Casinos, but applies to new lottery games, consisting of ~~the~~table ~~parties’~~games ~~respective~~and ~~obligations~~player-operated ~~under the~~mechanical ~~Stockholders~~or ~~Agreement~~electronic devices or other forms of gaming or additional casinos.

6Lottery

~~Short~~We also compete with the state of Michigan’s Lottery Division, which offers a variety of lottery tickets and drawings. Additionally, the MGCB began overseeing and licensing charitable gaming for nonprofit organizations throughout the state of Michigan in 2012. In 2004, the state of Michigan also introduced new “Club Games,” including keno and various pull-~~Form~~tab ~~Merger~~games, in licensed bars and restaurants. Michigan Lottery has recently announced its plans to move forward with offering ticket sales for instant and draw games for purchase on-line and via mobile and tablet applications. These options are expected to be available later this year.

~~The~~Internet Stockholders Agreement requires Athens to promptly effectuate the Short-Form Merger once Athens owns 90% or more of the outstanding shares of each class of stock of the Company. Pursuant to the Short-Form Merger, all remaining Minority Stockholders will be required to sell their stock for cash consideration.Gaming

~~Board~~The ~~Member~~Department ~~Changes after~~of Justice (“DOJ”) under the ~~Agreement~~current ~~Effective~~federal ~~Date~~administration had originally expressed the view that the U.S. Wire Act of 1961 applied to all forms of Internet gambling, and therefore all Internet gambling was illegal under the existing law. However, the DOJ has since concluded that the Wire Act of 1961 is limited only to sports betting. The Unlawful Internet Gambling Enforcement Act (“UIGEA”) was passed into law in 2006. The UIGEA attacks the payment mechanisms used to place bets, and pay off winners, through the thousands of offshore online gambling sites currently in operation. The statute makes it illegal for banks, credit card companies or similar institutions to collect on a debt incurred through an online gambling site. However, the UIGEA did not update the federal Wire Act of 1961 to specifically apply to all forms of online gambling. There are ongoing efforts at the federal level to legalize internet gaming, including, but not limited to, internet poker, but no such efforts have yet been successful. Currently, three states have legalized online gambling: Delaware, Nevada and New Jersey. Should online poker or other forms of internet gambling become legal in additional states or throughout the United States, it would increase the level of competition we face.

~~After~~Other the Agreement Effective Date, the Company will file with the U.S. Securities and Exchange Commission a Schedule 14F-1 Information Statement, relating to the change in a majority of the members of the Board of Directors. Within ten (10) days after the Company’s filing of a Schedule 14F-1, the Company will cause the Board of Directors to consist solely of Daniel Gilbert, Matthew Cullen, Freman Hendrix and Darrell Burks.Competition

~~Amendments~~We also compete, to some extent, with other forms of gaming on both a local and ~~Modifications~~ national level, including state of Michigan-sponsored lotteries, Internet gaming, on- and off-track wagering, card parlors, and charity casinos. The expansion of legalized gaming to new jurisdictions throughout the ~~Stockholders~~United ~~Agreement~~States has also increased competition and will continue to do so in the future. If gaming facilities in our markets were purchased by entities with more recognized brand names or larger capital resources, or if gaming were legalized in jurisdictions near Greektown Casino where gaming currently is not permitted, we would face additional competition.

~~Any~~Employees ~~amendment, modification or supplement to the Stockholders Agreement must be in writing~~ and approved by the Minority Independent Director (or, if there is no Minority Independent Director then serving, a majority of the independent directors of the Board of Directors), and signed by the Company and Athens.Unions

~~Indemnification~~ As of ~~Directors~~December 31, 2013, we employed approximately 1,824 people, of which approximately 1,422 or 78% are unionized employees, across various functional areas. Our unionized employees are members of two union groups: (i) the Detroit Casino Council (the “DCC”), which is made up of five unions, the UAW, HERE, Teamsters, Carpenters and ~~Officers~~Operating Engineers, and (ii) the International Union, Security, Police, Fire Professionals of America (the “SPFPA”), which consists of security personnel. The DCC union which represents the majority of our employees ratified a four year labor agreement with Greektown Casino on October 24, 2011. The SPFPA ratified a four year labor agreement with Greektown Casino on June 16, 2012. We consider our relationships with our employees and the labor unions to be good.

The Stockholders Agreement requires the Company and Athens to indemnify all of the Company’s present and former directors and officers (the “Indemnified Parties”), and if indemnification is not available, to provide contribution (if legally permissible). Athens has the right to elect to control the defense and the settlement of all claims for which the Indemnified Parties may request indemnification or contribution. Athens and the Company will purchase a tail directors and officers insurance policy covering all Indemnified Parties for a period of six (6) years, and the Indemnified Parties will have third-party beneficiary rights to enforce the indemnification provisions of the Stockholders Agreement.9

~~Athens’~~Business ~~Access Rights~~Seasonality

~~The~~Our ~~Stockholders~~gaming ~~Agreement permits~~operations ~~Athens~~are toaffected ~~meet~~by ~~with~~ the ~~management~~weather. ofWe have experienced downturns in customer volume during the ~~Company~~summer tomonths ~~discuss~~and ~~matters~~increases ~~relating~~in tovolume during winter months, although we do experience lower volume during winter storms and harsh or extreme cold winter weather. These seasonal and adverse weather conditions in the ~~transition~~Detroit metropolitan area may discourage potential customers from visiting us. We believe we have also experienced downturns in customer volume as a consequence of ~~ownership~~nearby road repairs and construction, which generally occur in the ~~Company~~ spring, summer and tofall, ~~participate~~as inwell ~~discussions~~as ~~with~~during ~~lenders~~various ~~regarding~~sporting or entertainment events simultaneously taking place within the ~~Company’s~~downtown ~~previously-announced~~area ~~refinancing~~of ~~proposal~~the city of Detroit.

~~Business~~Environmental ~~Overview~~Matters

~~Greektown~~We ~~Superholdings~~are ~~was~~subject ~~incorporated~~to ~~under the~~federal, ~~laws of the~~ state of ~~Delaware~~Michigan onand ~~March~~local 17environmental, ~~2010.~~safety ~~Greektown~~and ~~Superholdings~~health ~~was formed to hold~~laws, ~~directly~~regulations and ~~indirectly~~ordinances ~~through Greektown~~that ~~Sub,~~apply ~~all~~to ~~outstanding~~non-gaming ~~membership~~businesses ~~interests of Greektown LLC~~generally, such as of the ~~Effective~~Clean ~~Date.~~Air ~~Through~~Act, ~~Greektown~~Clean ~~LLC~~Water Act, weOccupational ~~own~~Safety and ~~operate~~ ~~Greektown~~Health ~~Casino~~Act, ~~which~~Oil ~~opened~~Pollution inAct, ~~November~~Resource ~~2000~~Conservation ~~within~~Recovery ~~the~~Act ~~downtown~~and of the ~~city~~Comprehensive ofEnvironmental ~~Detroit. In February 2009~~Response, ~~Greektown Casino~~Compensation ~~completed~~and anLiability ~~expansion,~~Act ~~including~~of a1980. ~~400~~We ~~room~~have ~~hotel~~not ~~(the~~made, ~~“Expanded~~and ~~Complex”)~~do atnot aanticipate ~~cost~~making, ofmaterial ~~approximately~~expenditures ~~$336.3 million.~~with ~~Greektown~~respect ~~Casino~~to isthese ~~one~~environmental oflaws, ~~only~~regulations ~~three~~and ~~commercial~~ordinances. ~~casinos~~However, ~~licensed to operate in~~ the ~~state~~attendant ofcompliance ~~Michigan~~costs ~~and~~associated ~~our~~with ~~Expanded Complex~~them ~~offers~~may aresult ~~full~~in ~~range~~future ofadditional ~~gaming,~~costs ~~dining~~to ~~and~~our ~~entertainment alternatives, including:~~operations.

•Intellectual ~~approximately 100,000 square-feet of gaming space with approximately 2,900 slot machines and 62 table games, including a 12,500 square-foot salon dedicated to high-limit gaming, and a live poker room;~~Property

•We ~~approximately~~believe 3it is important to protect our significant trademarks and service marks by registering them for use in connection with the underlying goods and services,~~709~~ ~~attached~~as appropriate at the federal or state of Michigan level. Some, but not all of the significant trademarks include “GREEKTOWN CASINO,” “GREEKTOWN CASINO (& DESIGN),” “LET THE PARTY BEGIN AT GREEKTOWN!”, “GREEKTOWN CASINO-HOTEL”, and 1“CLUB GREEKTOWN” are registered in the U.S. Patent and Trademark Office. The restaurant and bar trademarks “ASTERIA,~~750~~” ~~unattached~~“BISTRO ~~parking~~555,” ~~spaces~~“TRAPPER’S PATIO,” ~~including~~“TRAPPER’S ~~899~~SNACK ~~parking~~BAR,” ~~spaces~~and ~~for~~“THE ~~valet~~FRINGE” ~~parking~~is ~~services;~~registered with the state of Michigan. Finally, the advertising marks “BONU$ PLAY,” “BONU$ BUCKS,” “BONU$ BET,” “BONU$ POINTS,” “GREEKTOWN CASINO-HOTEL (NEW logo),” and “DETROIT’S WINNING ADDRESS” are registered with the state of Michigan.

•Government ~~10,000 square feet of convention space;~~Regulation

•The ownership and operation of our gaming facility is subject to various state of Michigan and city of Detroit laws, rules and regulations. We are subject to the provisions of the Michigan Gaming Act and rules promulgated thereunder (the “Michigan Rules”), the MGCB, including the MGCB rules (the “MGCB Rules”) and MGCB orders and resolutions (“MGCB Orders and Resolutions”) and various local ordinances and regulations, and are subject to the regulatory control of the MGCB, the city of Detroit and the Michigan Liquor Control Commission. Additionally, we must comply with a ~~400-room~~variety ~~hotel;~~of federal regulations (i.e. Bank Secrecy Act, U.S. Patriot Act, Office of Foreign Assets and Control, and others). The following is a summary of the provisions of the material laws and regulations applicable to our gaming operations and other laws and regulations applicable to us. The summary does not purport to be a comprehensive description and is qualified in its entirety by reference to the appropriate laws and regulations.

•Michigan ~~two~~Gaming ~~restaurants and several food outlets on the gaming floor; and~~Regulation

•Greektown ~~multiple~~LLC ~~bars~~is licensed to operate in the state of Michigan pursuant to the Michigan Gaming Act. The Michigan Gaming Act and ~~entertainment~~Michigan Rules subject the ownership and operation of commercial casino gaming facilities to extensive licensing and regulatory requirements and require the licensee to have a development agreement in effect with the city of Detroit and the Economic Development Corporation (“Detroit EDC”) of the city of Detroit.

Access to Greektown Casino is facilitated by a nearby off-ramp from Interstate 375 and six interstate highways passing through the downtown of the city of Detroit. Our players club, known as “Club Greektown,” is a membership/loyalty program that attracts customers by offering incentives to frequent casino visitors. As of December 31, 2012, we had approximately 1.2 million people in our database for Club Greektown. We believe the gaming market in the Detroit area, which consists of three commercial casinos in Michigan (the “Detroit Commercial Casinos”), together with the commercial casino in Windsor, Ontario (the “Metro Detroit Gaming Market”) is primarily a “drive-to” gaming market, with over 95% of our patrons residing within 100 miles of Greektown Casino. 10

The ~~Company~~Michigan ~~has~~Gaming ~~been~~Act ~~engaged~~created ~~in a substantial renovation effort designed to improve~~ the ~~quality~~MGCB ~~of the gaming~~ and ~~entertainment~~authorizes ~~experience.~~it Into ~~2011,~~grant wecasino ~~reconfigured~~licenses ~~our table games~~ to ~~drive~~not ~~greater~~more ~~excitement~~than ~~and~~three ~~traffic,~~applicants ~~and~~that ~~improve~~have ~~operational~~entered ~~efficiencies.~~into Wedevelopment ~~also~~agreements ~~introduced~~with ~~two~~the ~~new~~city ~~casino~~of ~~bars,~~Detroit. ~~Asteria and~~ The ~~Fringe,~~MGCB ~~which~~is ~~offer~~granted ~~video~~extensive ~~poker~~authority asto ~~well~~conduct asbackground aninvestigations ~~expansive~~and ~~beverage~~determine ~~assortment.~~the ~~Asteria~~suitability ~~also offers a flexible entertainment space~~ and aeligibility ~~quick-service~~of ~~food~~casino ~~outlet.~~license ~~In mid-2011~~applicants, weaffiliated ~~began~~companies, ~~construction~~officers, ondirectors anand ~~899~~managerial ~~space~~employees ~~valet~~of ~~parking~~applicants ~~garage~~and ~~facility.~~affiliated ~~The facility opened February 7~~companies, ~~2013,~~persons ~~increasing~~and ~~the~~entities ~~convenience~~holding ~~with~~a ~~which~~one ~~our~~percent ~~guests~~or ~~can~~greater ~~access~~direct ~~our~~or ~~property,~~indirect asinterest ~~well as expanding the parking capacity~~ in ~~and~~an ~~around~~applicant ~~our~~or ~~facility.~~affiliated ~~In addition~~company, weand ~~enhanced~~anyone ~~our~~else ~~dining~~the ~~offerings,~~MGCB ~~including~~deems ~~the~~to ~~addition~~be of a ~~fine-dining~~“qualifier.” ~~restaurant, Brizola,~~The ~~which~~Michigan ~~opened~~Gaming ~~December~~Act ~~21, 2012,~~ and aMichigan ~~fresh~~Rules ~~market-style~~restrict ~~dining~~direct ~~venue,~~communication with the ~~Market~~MGCB ~~District, which opened February 2, 2013~~members.

7Any person who supplies goods or services to a casino licensee that are directly related to, used in connection with or affect gaming must obtain a supplier’s license from the MGCB. Any person who supplies other goods or services of a non-gaming nature to a casino licensee on a regular and continuing basis must also obtain a supplier’s license from the MGCB or demonstrate eligibility for an exemption from this requirement. In addition, any individual employed by a casino licensee, or by a supplier licensee whose work duties are related to or involved in the gambling operation or are performed in a restricted area or gaming area of a casino, or who hold certain other positions, must obtain an occupational license from the MGCB. The MGCB Rules permit the MGCB to exempt any person or field of commerce from the supplier licensing requirements. The MGCB has adopted the MGCB Orders and Resolutions that outline the process for persons and entities to apply to be exempt from supplier licensing requirements.

~~Marketing~~The Michigan Gaming Act imposes the burden of proof on the applicant for a casino license to establish its suitability to receive and hold the license. The applicant must establish its suitability as to:

~~Advertising~~● efforts include casino, food, and beverage promotions, and hotel packages. These efforts are complemented by extensive database marketing, to drive loyalty from our Club Greektown members. Efforts also include property enhancements that are designed to encourage existing patrons to frequent our property, while attracting new patrons to our property. The goals of all our efforts are designed to increase customer loyalty, and increase visits from the casual customer who is in the Greektown district for dining, entertainment and sporting events.integrity;

In● ~~January~~moral ~~2012,~~character ~~the Company announced a marketing alliance with Tropicana Las Vegas, Inc. (“Tropicana Las Vegas”). The agreement aligns Greektown with one of the best-known brands in the gaming~~ and hospitality industry in the world, and affords our guests expanded player’s club offers and benefits with exciting gaming opportunities at the newly transformed Tropicana Las Vegas. Highlights of the agreement between Greektown and Tropicana Las Vegas include travel/lodging amenities, entertainment packages, and expanded player rewards.reputation;

~~Competition~~● business probity;

~~The~~● ~~Detroit~~financial ~~Commercial~~ability ~~Casinos are the only three commercial casinos in the state of Michigan~~ and consist of Greektown Casino, MGM Grand Detroit (“MGM Detroit”) and MotorCity Casino (“MotorCity”). An additional competitor, Caesars Windsor, is located across the Detroit River in Canada. Caesars Windsor is owned by the Ontario government and is accessible from Detroit via bridge or tunnel. Collectively, the three Detroit Commercial Casinos and Caesars Windsor make up the Metro Detroit Gaming Market.experience;

~~The~~● gaming market in the state of Michigan, which contains both commercial and tribal casinos, consists of the Detroit Commercial Casinos and twenty-two Native American-owned gaming facilities that operate under compacts. Four racetracks are also located in the state of Michigan, each of which offer horse betting, but are not authorized to offer slot machine or table gaming. There is also a racetrack in Windsor that operated over 750 slot machinesresponsibility; ~~however, at the order of the Ontario Lottery~~ and ~~Gaming Corporation (“OLG”), such slot machines were removed from the racetrack on April 30, 2012.~~

In● ~~addition~~other tocriteria ~~the~~deemed ~~Metro~~appropriate ~~Detroit~~by ~~Gaming Market,~~ the ~~state of Ohio has opened three commercial casinos in 2012, which include the Horseshoe Casino in Cleveland, Hollywood Casino in Toledo, and Hollywood Casino in Columbus~~MGCB. ~~In addition, a Horseshoe Casino in Cincinnati opened on March 4, 2013 and a race track in Cleveland is scheduled to open in spring 2013 with approximately 1,150 slot machines.~~

~~Overview~~The Michigan Rules and Michigan Gaming Act provide systems for administrative and judicial review of ~~direct~~various ~~competition~~decisions of the MGCB. These appeals are governed by the Michigan Administrative Procedures Act of 1969.

The ~~direct~~MGCB ~~competitors~~may ofrefuse ~~Greektown~~to ~~Casino~~renew ~~are the~~a ~~two~~license ~~other~~upon ~~Detroit~~a ~~Commercial~~determination ~~Casinos~~that ~~and Caesars Windsor. The Detroit Commercial Casinos operate as commercial entities under~~ the ~~Michigan~~licensee ~~Gaming~~no ~~Control~~longer &meets ~~Revenue Act and Administrative Rules – promulgated 1998 & amended 2008 (~~the ~~“Michigan Gaming~~requirements ~~Act”)~~for licensure. ~~The~~In ~~Detroit~~addition ~~Commercial Casinos are licensed~~ to ~~offer gaming~~restriction, ~~with~~suspension noor ~~specific~~revocation ~~limit on the number~~ of ~~gaming positions~~a ~~that~~casino ~~they may operate within their authorized gaming square footage. MGM Detroit~~license, ~~MotorCity~~the ~~and~~MGCB ~~Caesars Windsor~~ may ~~each have~~impose ~~greater~~substantial ~~name~~fines ~~recognition~~or ~~and~~forfeiture ~~financial,~~of ~~marketing~~assets ~~and~~upon ~~other~~licensees ~~resources~~for ~~than~~violation ~~Greektown Casino. For instance, MGM Detroit benefits from the use~~ of agaming ~~national~~or ~~player~~liquor ~~database.~~laws ~~Caesars~~or ~~Windsor~~rules isor ~~managed~~other byviolations aof ~~consortium that includes Caesars Entertainment, Inc~~law. ~~and~~ ~~Hilton~~The ~~Hotels~~Michigan ~~Corporation,~~Rules ~~both~~provide offor ~~which~~an ~~have~~appeal aprocess ~~national~~from ~~presence.~~decisions Bymade ~~comparison,~~by ~~we have~~ the ~~area’s~~MGCB ~~most~~concerning ~~recently~~violations ~~completed casino~~outlined ~~hotel complex and numerous significant renovations~~above. ~~The~~These ~~Company~~appeals ~~believes~~are ~~these~~governed ~~property~~by ~~enhancements will enable us to cater to~~ the ~~casual~~Michigan ~~customer~~Administrative ~~who~~Procedures isAct inof ~~the Greektown district for dining, entertainment, and sporting events that we believe would not otherwise be served by our primary competitors~~1969.

8The Michigan Gaming Act includes provisions that restrict certain casino owners and managers, along with supplier licensees and their key managers, from giving political contributions to Michigan elected officials. The Michigan Gaming Act and Michigan Rules also restrict gift giving to the state of Michigan-elected officials and certain key employed state of Michigan officials. The MGCB has adopted the MGCB Orders and Resolutions that establish criteria through which a supplier license applicant who has made political contributions during the application period may be granted waivers to reapply for licensing.

The ~~table~~Michigan ~~below~~Gaming ~~illustrates~~Act ~~Greektown~~and ~~Casino’s percentage~~Michigan ofRules ~~the~~provide ~~total~~for ~~adjusted~~annual ~~gross~~license ~~gaming~~renewal ~~revenues~~as oflong as the ~~Detroit~~MGCB ~~Commercial~~determines ~~Casinos~~that ~~for~~the ~~years~~casino ~~ended~~licensee ~~December~~continues ~~31,~~to ~~2012~~meet ~~and 2011.~~the ~~The~~requirements ~~total~~established ~~adjusted~~by ~~gross~~the ~~receipts~~Michigan ~~for~~Gaming ~~the~~Act ~~Detroit~~and ~~Commercial~~Michigan ~~Casinos~~Rules. ~~decreased~~Greektown ~~approximately~~LLC’s ~~0.5%~~original inlicense ~~2012.~~was ~~For~~issued ~~more~~on ~~information~~November 10, ~~see~~ ~~Part~~2000. IIAs ~~Item~~of 7year –ended ~~“Management’s~~December ~~Discussion~~31, ~~and~~2013, ~~Analysis~~the ofCompany ~~Financial~~was ~~Conditions~~in ~~and~~compliance ~~Results~~in ofall ~~Operations~~material respects with the MGCB licensing requirements.”

	Year Ended December 31,
	2012			2011
Detroit Commercial Casinos (1)
MGM Detroit		42.7	%		42.1	%
MotorCity		32.4	%		33.1	%
Greektown Casino		24.9	%		24.8	%
Total		100.0	%		100.0	%

~~(1)~~In ~~Market~~connection ~~share~~with ~~values~~our emergence from Chapter 11, the MGCB issued an order granting approval of our revised ownership structure, capitalization and management which provides that we must comply with certain covenants, including a minimum fixed charge coverage ratio maintenance covenant. The Company was not able to maintain the required minimum ratio of EBITDA to fixed charges for the ~~Detroit~~twelve ~~Commercial~~month ~~Casinos~~measurement inperiods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013. At the ~~above~~April ~~table~~9, 2013, June 11, 2013, September 9, 2013 and ~~elsewhere~~December in11, ~~this~~2013 ~~statement~~meetings ~~were~~of ~~obtained~~the ~~from~~MGCB, the MGCB ~~website:~~approved ~~http://www~~the Company’s request for suspension of the covenant for the measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013, respectively.~~michigan~~ The MGCB order also contains a limitation on certain restricted payments.~~gov/mgcb~~ Refer to Item 1A. Risk Factors “We are subject to compliance with a regulatory fixed charge coverage maintenance covenant required by the MGCB”.

~~Below~~The isMichigan aRules implement the terms of the Michigan Gaming Act. Among other things, the Michigan Rules outline more detailed ~~summary~~substantive ofand procedural requirements with respect to casino licensing and operations, including, but not limited to, requirements regarding things such as licensing investigations and hearings, record keeping and retention, contracting, reports to the MGCB, internal control and accounting procedures, security and surveillance operations, extension of credit to gaming ~~amenities~~ ~~offered~~patrons, byconduct ~~MGM~~of ~~Detroit~~gaming and transfers of ownership interests in licensed casinos. The Michigan Rules also establish numerous MGCB procedures regarding licensing, ~~MotorCity~~disciplinary and ~~Caesars~~other ~~Windsor~~hearings and similar matters. The Michigan Rules have the force of law and are binding on the MGCB as well as on applicants for or holders of casino licenses, their vendors and employees.

~~MGM~~The ~~Detroit.~~Michigan ~~MGM~~Rules ~~Detroit~~prohibit ~~was~~a ~~the first~~ casino tolicensee ~~open in~~or ~~Detroit,~~a inholding ~~July~~company ~~1999,~~or ~~and~~affiliate ~~since~~that ~~2001~~ has ~~generally~~control ~~been the market leader based on share~~ of ~~adjusted gross gaming revenues. In October 2007, MGM Detroit completed construction of~~ a ~~new, permanent~~ casino. ~~The~~licensee ~~new~~in ~~facility~~Michigan ~~houses~~from ~~approximately~~entering ~~100,000~~into ~~square feet of gaming space with an estimated 4,000 slot machines and 100 table games including poker, 400 hotel rooms, 12 restaurants/bars and entertainment venues. The property also offers~~ a ~~30,000-square-foot~~debt ~~meeting~~transaction ~~facility,~~affecting ~~which includes a 14,000-square-foot ballroom. For~~ the ~~year~~capitalization ~~ended~~or ~~December~~financial ~~31,~~viability ~~2012,~~of ~~MGM~~its ~~Detroit’s~~Michigan ~~adjusted gross~~ casino ~~revenues~~operation ~~were~~without ~~$604.9~~prior ~~million,~~approval ~~representing~~from ~~a 0.9% increase over~~ the ~~comparable period in the prior year~~MGCB. ~~MGM~~The ~~Resorts~~Michigan ~~International~~Rules ~~owns~~outline arequirements ~~controlling~~and ~~interest~~procedures infor ~~MGM~~casino ~~Detroit,~~licensees ~~with the~~or ~~remaining~~holding ~~interest~~companies ~~held~~that bymake ~~Detroit Partners, LLC,~~ a ~~group~~public ofoffering ~~local residents and businesses. MGM Detroit benefits from the use~~ of adebt ~~national~~or ~~player database~~equity.

~~MotorCity.~~Violations ~~MotorCity~~of ~~was~~MGCB ~~the~~requirements ~~second~~may ~~casino to~~result ~~open~~ in ~~Detroit,~~fines ~~in December 1999,~~ and ~~since 2001 has generally maintained a second-place market position based on share of adjusted gross gaming revenues behind MGM Detroit~~penalties. InWhile ~~2008,~~the ~~MotorCity~~Company ~~completed~~believes ~~its~~it ~~expanded~~takes ~~complex.~~protective ~~The~~steps ~~renovated~~to ~~facility~~operate ~~has 100,000~~in ~~square~~compliance ~~feet of gaming space~~ with anMGCB ~~estimated 2~~regulations,~~900~~ ~~slot~~there ~~machines~~can ~~and~~be 71no ~~table~~assurance ~~games~~that ~~including~~future ~~poker,~~violations 7will ~~restaurants/bars, four~~not ~~entertainment venues, a 400 room hotel, a spa and a 1,500 seat theater~~occur. For the year ended December 31, 2012, MotorCity’s adjusted gross casino revenues were $459.8 million, representing a 2.6% decrease over the comparable period in the prior year. The facility is privately owned by its sole stockholder, Marian Ilitch.

~~Caesars~~The ~~Windsor.~~Michigan ~~Caesars~~Liquor ~~Windsor~~Control ~~opened in~~Commission ~~May~~licenses, ~~1994.~~controls ~~Caesars Windsor is the largest casino-resort in Canada~~ and isregulates ~~owned by~~ the ~~government~~sale of ~~Ontario~~alcoholic ~~and~~beverages ~~operated~~pursuant byto ~~a consortium that includes Caesars Entertainment, Inc. and Hilton Hotels Corporation. At its peak in~~ the ~~late~~Michigan ~~1990s,~~Liquor ~~the~~Control ~~casino attracted in excess of six million visitors annually~~Act. InThe ~~2008,~~Michigan ~~Caesars~~Gaming ~~Windsor~~Act ~~completed~~also anrequires ~~expansion~~that ofcasinos ~~its~~sell ~~casino~~and ~~costing~~distribute ~~approximately CAD~~alcoholic ~~$400~~beverages ~~million, which resulted~~ in aconformity ~~complex~~with ofthe ~~approximately~~Michigan ~~100,000~~Liquor ~~square~~Control ~~feet of gaming space, 90 table games, 2,500 slot machines and 3,000 parking spaces~~Act. ~~Caesars~~The ~~Windsor~~city ~~also offers 758 hotel rooms, a 5,000 seat entertainment center and approximately 100,000 square feet~~ of ~~convention~~Detroit ~~space.~~also ~~Caesars~~issues ~~Windsor’s~~certain ~~adjusted~~approvals ~~gross~~in ~~gaming~~connection ~~revenues~~with ~~for~~ the ~~year~~sale ~~ended December 31, 2012 were not publicly available prior to the issuance~~ of ~~this~~alcoholic ~~report~~beverages.

9Michigan Gaming Taxation and Fees

~~Ohio~~Under ~~Casinos~~the provisions of the Michigan Gaming Act, we must pay a combined state of Michigan and city of Detroit wagering tax equal to 19% of adjusted gross receipts payable daily and a municipal services fee in an amount equal to the greater of 1.25% of adjusted gross receipts or $4.0 million annually. For the years ended December 31, 2013 and December 31, 2012, we paid gaming taxes, inclusive of 19% wagering tax, 1.25% municipal service fee, and 1% city of Detroit Development Agreement tax (defined below), of $69.9 million and $74.8 million, respectively. These gaming taxes are included in Greektown Casino’s operating expenses. In addition to gaming taxes, we are required to make an annual payment for certain costs to the MGCB. During the years ended December 31, 2013 and December 31, 2012, the Company paid a fee of approximately $10.8 million and $10.6 million, respectively, to the MGCB. The Company recorded expense of approximately $10.6 million and $10.3 million related to the amortization of the annual fees for the years ended December 31, 2013 and December 31, 2012, respectively. The MGCB fees are included in Greektown Casino’s general and administrative expenses. These gaming taxes and fees are in addition to the taxes, fees and assessments customarily paid by business entities conducting business in the state of Michigan and the city of Detroit.

OnIf ~~November~~the 3,Michigan ~~2009,~~Lottery aAct ~~casino~~is ~~initiative~~amended ~~passed in~~to ~~the~~allow ~~state~~casino ofoperations ~~Ohio~~to ~~authorizing~~be ~~casino-style~~conducted ~~gaming~~ at ~~four~~race ~~locations~~tracks ~~within the state: Cincinnati, Cleveland, Columbus and Toledo. Hollywood Casino~~ in ~~Toledo and Horseshoe Casino in Cleveland opened in May 2012. Hollywood Casino in Columbus opened in October 2012. The Toledo~~Michigan, ~~Cleveland~~the ~~and~~state ~~Columbus~~wagering ~~casinos~~tax ~~are~~rate ~~approximately~~will 60be ~~miles,~~reduced ~~180~~to ~~miles, and 210 miles from the city of Detroit, respectively~~18%. ~~Construction~~Any ~~began~~amendment onwould ~~the~~require ~~Cincinnati~~voter ~~casino in November 2011 and opened March 4~~approval, ~~2013.~~as ~~Below~~mandated ~~is a more detailed summary of amenities offered~~ by ~~Horseshoe~~Proposal ~~Cleveland, Hollywood Toledo, and Hollywood Columbus:~~1.

Horseshoe Cleveland. Horseshoe Cleveland was the first casino to open in Ohio, in May 2012. The new smoke-free facility has approximately: 96,000 square feet of gaming space; 1900 slots; 117 table games and 4 restaurants. For the year ended December 31, 2012, Horseshoe Cleveland’s reported adjusted gross revenues were $176.4 million. Rock Ohio Caesars, a joint venture between Caesars Entertainment and Rock Gaming, owns and operates Horseshoe Cleveland.12

~~Hollywood~~City ~~Toledo. Hollywood Toledo was the second casino to open in Ohio, in May 2012. The new smoke-free facility has approximately: 125,000 square feet~~ of ~~gaming~~Detroit space; 2,000 slots; 60 table games including a 20 table poker room, 4 restaurants and 2,450 parking spaces. For the year ended December 31, 2012, Hollywood Toledo’s reported adjusted gross revenues were $117.9 million. Penn National Gaming owns and operates Hollywood Toledo.Regulation

~~Hollywood~~The ~~Columbus~~Detroit City Council has enacted several ordinances affecting the Detroit Commercial Casinos. ~~Hollywood~~One, ~~Columbus opened~~entitled in“Casino ~~Columbus~~Gaming Authorization and Casino Development Agreement Certification and Compliance,” authorizes casino gaming only by operators who are licensed by the MGCB and are parties to a development agreement that has been approved and certified by the City Council and is currently in ~~October~~effect, ~~2012~~or are acting on behalf of parties to a development agreement. Our development agreement has been so approved and certified and is currently in effect. The ~~new~~ordinance ~~smoke-free~~requires ~~facility~~each ~~has~~casino ~~approximately:~~operator ~~160,000~~to ~~square~~submit ~~feet~~to the Mayor of ~~gaming~~Detroit ~~space;~~and ~~3,000~~to ~~slots; 70~~the ~~table~~Detroit ~~games;~~City 30Council ~~tables~~annual reports regarding the operator’s compliance with its development agreement or, in the event of ~~live~~non-compliance, ~~poker;~~reasons 4for ~~restaurants~~non-compliance and ~~3,700~~an ~~parking~~explanation ~~spaces~~of efforts to comply. ~~For~~The ordinance requires the ~~year~~Mayor ~~ended~~of ~~December~~Detroit 31to monitor each casino operator’s compliance with its development agreement, ~~2012~~to take appropriate enforcement action in the event of default and to notify the Detroit City Council of defaults and enforcement action taken; and, ~~Hollywood Columbus~~if a development agreement is terminated, it requires the Detroit City Council to transmit notice of enforcement action to the MGCB within five business days along with the City of Detroit’s ~~reported~~request ~~adjusted~~that ~~gross~~the ~~revenues~~MGCB ~~were~~revoke ~~$56.2~~the ~~million~~relevant operator’s certificate of suitability or casino license. ~~Penn~~If ~~National~~a development agreement is terminated, the Michigan Gaming ~~owns~~Act ~~and~~requires ~~operates~~the ~~Hollywood~~MGCB ~~Columbus~~to revoke the relevant operator’s casino license upon the request of the city of Detroit.

~~Michigan~~City ~~tribal~~of ~~gaming~~Detroit Development Agreement

~~Twenty-two~~In ~~Native~~March ~~American-owned~~1998, ~~casinos~~Greektown ~~are currently~~LLC ~~operating~~entered ininto ~~western,~~the ~~central~~initial ~~and~~development ~~northern~~agreement ~~Michigan,~~with the ~~closest~~city of ~~which~~Detroit isand ~~113~~the ~~miles~~Detroit ~~from~~EDC. In August 2002, Greektown ~~Casino.~~LLC Aentered ~~number of~~into ~~additional~~the ~~Native~~Development ~~American~~Agreement, ~~casinos~~which ~~are~~amended inand ~~various~~restated ~~stages~~the initial development agreement and authorized the construction and operation of the ~~planning~~existing ~~process:~~casino.

•From AMarch ~~tribe~~1998 ~~has~~through ~~entered~~December ~~into~~31, a2013, ~~land settlement agreement with~~ the ~~state~~city of ~~Michigan~~Detroit ~~and~~has isbeen ~~currently~~paid ~~seeking~~approximately U$128.S.2 ~~Congressional~~million ~~approval~~under tothe ~~construct~~terms aof ~~casino~~the inDevelopment ~~Monroe County~~Agreement, ~~Flint,~~excluding orcasino ~~Romulus,~~gaming ~~which would be within 20 to 75 miles of Greektown Casino~~taxes.

•In ~~Another~~addition ~~tribe~~to ~~has~~gaming taxes, we are also ~~entered~~obligated ~~into~~to apay ~~land~~1% ~~settlement~~of ~~agreement~~our ~~with~~adjusted gross receipts to the ~~state~~city of ~~Michigan~~Detroit, to be increased to 2% of our adjusted gross receipts in any calendar year in which adjusted gross receipts exceed $400 million, beginning on the day our adjusted gross receipts exceed $400 million and iscontinuing ~~currently~~until ~~seeking~~the Uend of that calendar year.S. ~~Congressional~~In ~~approval~~addition, ~~for~~when aadjusted ~~casino~~gross inreceipts ~~Port~~exceed ~~Huron~~$400 million, ~~which~~we would be ~~within~~required 75to ~~miles~~pay $4 million to the city of ~~Greektown~~Detroit. ~~Casino~~We did not exceed the $400 million in adjusted gross receipts for the calendar year ended December 31, 2013.

•The ~~Another~~Development ~~tribe~~Agreement ~~re-submitted~~includes ana ~~application~~number ~~in October 2009 to the U.S. Department~~ of ~~the~~additional ~~Interior~~provisions towith ~~construct~~which awe ~~$300~~must ~~million casino development, including a 200 room hotel and retail space, in Romulus, Michigan after having a previous application dismissed in 2008~~comply. The ~~proposed~~key ~~development~~provisions ~~would~~include bethose ~~within~~listed ~~20 miles of Greektown Casino. In February 2011, the tribe partnered with a developer to again seek Congressional and state approvals to build a casino.~~below:

•● ~~Another~~Various ~~tribe~~indemnification ~~has~~obligations ~~publicly~~for ~~announced~~certain anjudgments, ~~agreement~~fines, ~~with~~liabilities, ~~the~~losses, ~~state~~damages, ofcosts, ~~Michigan~~expenses, toclaims, ~~amend~~obligations anand ~~existing~~penalties ~~compact.~~of ~~The amendments to~~ the ~~compact~~city ~~would allow the tribe to seek to place land in trust with the United States Department~~ of ~~Interior~~Detroit, ~~to construct a new casino in northern Michigan. Certain proposed amendments to~~ the ~~compact~~Detroit ~~must~~EDC ~~be approved by the Michigan Legislature~~ and ~~the~~each ~~tribe must submit an application to the United States Department~~ of ~~Interior~~their torespective ~~place~~officers, ~~certain~~agents ~~land~~and ~~in trust in order to construct the casino in northern Michigan~~employees.

10● Various social commitments regarding, for example, employment of Detroit residents, procurement of financing and goods and services from Detroit-based businesses, Detroit resident businesses and business concerns and/or minority- or women-owned businesses.

•● ATransfer ~~tribe~~of ~~has~~ownership ~~publicly~~restrictions ~~announced~~prohibiting ~~its intentions to construct a $245 million casino development in~~ the ~~city~~transfer of ~~Lansing,~~our ~~Michigan,~~casino ~~which~~operations ~~would~~by beus ~~approximately 90 miles from Greektown Casino. The tribe is required to comply with federal statutory~~ and ~~regulatory~~prohibiting ~~requirements,~~certain ~~including~~of ~~the~~our ~~Indian~~direct ~~Gaming Regulatory Act~~ and ~~the~~indirect ~~Michigan~~owners ~~Indian~~from ~~Land~~transferring ~~Claim Settlement Act, or seek U.S. Congressional approval before it can operate a casino in Lansing as tribal casinos are generally restricted to~~ their ~~own~~equity ~~reservations.~~interests Onwithout ~~March 5, 2013 a federal judge granted a preliminary injunction requested by~~ the ~~state~~consent of ~~Michigan which prevents~~ the ~~tribe~~city ~~from~~of ~~asking~~Detroit, ~~the~~subject ~~federal~~to ~~government~~an toexception ~~put~~which ~~the~~applies ~~land~~while inwe ~~trust~~are ~~for~~a ~~the~~public ~~casino~~company.

~~The opening of additional Native American-owned casinos near the city of Detroit or elsewhere in state of Michigan could have a detrimental effect on Greektown Casino’s revenues.~~13

~~Proposal~~U.S. 1Department of the Treasury Regulations

InThe ~~November~~U.S. ~~2004,~~Internal ~~Michigan~~Revenue ~~voters~~Code ~~passed~~and ~~Proposal 1,~~the ~~which~~U.S. ~~requires~~Treasury aRegulations ~~voter~~promulgated ~~referendum~~thereunder ~~before~~require ~~new~~operators ~~forms~~ of ~~gambling~~casinos ~~are~~located ~~permitted~~in ~~within~~ the ~~state~~United ofStates ~~Michigan~~to file information returns for U.S. ~~This~~citizens, ~~limits~~including, ~~the~~but ~~government’s ability~~not limited to, ~~enact~~names, ~~changes~~addresses toand ~~the~~social ~~state~~security numbers of ~~Michigan~~winners, ~~laws~~for ~~permitting~~bingo, ~~incremental~~table ~~forms~~games ofand ~~gaming~~slot ~~within~~machine ~~the~~winnings ~~state~~in excess of ~~Michigan.~~prescribed ~~Proposal 1~~amounts ~~does~~and ~~not~~keno ~~apply~~winnings toin ~~tribal~~which ~~gaming~~the payout equals or toexceeds a specified amount more than the ~~Detroit~~amount ~~Commercial~~wagered. ~~Casinos,~~The ~~but~~U.S. ~~applies~~Internal Revenue Code and the U.S. Treasury Regulations promulgated thereunder also require operators to ~~new~~withhold ~~lottery~~taxes ~~games,~~on ~~consisting~~some ofkeno, bingo table games and ~~player-operated~~slot ~~mechanical~~machine orwinnings ~~electronic~~of ~~devices~~nonresident aliens. We are unable to predict the extent to which these requirements, if extended, might impede or ~~other~~otherwise ~~forms~~adversely affect operations of, ~~gaming~~and/or income from, these and/or ~~additional~~other ~~casinos~~games.

~~Lottery~~Regulations adopted by the Financial Crimes Enforcement Network of the U.S. Department of the Treasury and the MGCB require the reporting of patron’s currency transactions in excess of $10,000 occurring within a gaming day, including identification of the patron by name and social security number, which regulations were subsequently modified to include a suspicious activity reporting rule. Casinos are required to report suspicious monetary transactions when the casino suspects or has reason to suspect that the transaction involves funds derived from illegal activity or is otherwise intended to facilitate illegal activity.

WeOther ~~also~~Laws ~~compete with the state of Michigan’s Lottery Division, which offers a variety of lottery tickets~~ and drawings. Additionally, the MGCB began overseeing and licensing charitable gaming for nonprofit organizations throughout the state of Michigan in April 2012. In 2004, the state of Michigan also introduced new “Club Games,” including keno and various pull-tab games, in licensed bars and restaurants.Regulations

~~Internet~~Our ~~Gaming~~operations are also subject to extensive Federal, state of Michigan and city of Detroit regulations in addition to the regulations described above, and, on a periodic basis, we must obtain various other licenses and permits, including those required to sell alcoholic beverages.

~~The~~Available Department of Justice (“DOJ”) under the current federal administration had originally expressed the view that the U.S. Wire Act of 1961 applied to all forms of Internet gambling, and therefore all Internet gambling was illegal under the existing law. However, the DOJ has since concluded that the Wire Act of 1961 is limited only to sports betting. The Unlawful Internet Gambling Enforcement Act (“UIGEA”) was passed into law in 2006. The UIGEA attacks the payment mechanisms used to place bets, and pay off winners, through the thousands of offshore online gambling sites currently in operation. The statute makes it illegal for banks, credit card companies or similar institutions to collect on a debt incurred through an online gambling site. However, the UIGEA did not update the federal Wire Act of 1961 to specifically apply to all forms of online gambling. There are ongoing efforts at the federal level to legalize internet gaming, including, but not limited to, internet poker, but no such efforts have yet been successful. Should online poker or other forms of internet gambling become legal in the United States, it would not only increase the level of competition we face but also increase the number of gaming opportunities.Information

~~Other~~You ~~Competition~~may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

We also compete, to some extent, with other forms of gaming on both a local and national level, including state of Michigan-sponsored lotteries, Internet gaming, on- and off-track wagering, card parlors, and charity casinos. 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. If gaming facilities in our markets were purchased by entities with more recognized brand names or larger capital resources, or if gaming were legalized in jurisdictions near Greektown Casino where gaming currently is not permitted, we would face additional competition.14

11ITEM 1A. RISK FACTORS

~~Employees~~Risks ~~and~~Related ~~Unions~~to Our Business

AsWe offace ~~December~~significant ~~31,~~competition ~~2012,~~in we employed approximately 1,800 people, of which approximately 1,410 or 78% are unionized full-time employees, across various functional areas. Our unionized employees are members of two union groups: (i) the ~~Detroit~~market ~~Casino~~in ~~Council (the “DCC”),~~ which iswe ~~made~~operate ~~up of five unions, the UAW, HERE, Teamsters, Carpenters~~ and ~~Operating~~other ~~Engineers~~markets, ~~and (ii) the International Union, Security, Police, Fire Professionals of America (the “SPFPA”),~~ which ~~consists~~could ofimpair ~~security personnel. The DCC union which represents the majority of~~ our ~~employees~~ ~~ratified a four year labor agreement with Greektown Casino on October 24~~revenues, ~~2011.~~increase ~~The SPFPA ratified a four year labor agreement with Greektown Casino on June 16, 2012. We consider~~ our ~~relationships~~expenses ~~with our employees~~ and ~~the~~hinder ~~labor~~our ~~unions~~ability to begenerate ~~good~~sufficient cash flows.

~~Business~~We ~~Seasonality~~face significant competition principally from two other casinos in Detroit, MGM Detroit and MotorCity (collectively with Greektown Casino, the “Detroit Commercial Casinos”), as well as Caesars Windsor, which is located directly across the Detroit River from Detroit. MGM Detroit, MotorCity and Caesars Windsor may each have greater name recognition and financial, marketing and other resources than we do, and all three casinos completed major renovations/expansion projects in the past several years that have the potential to increase their respective market share of the Metro Detroit Gaming Market.

~~Our~~In addition, we compete with other gaming ~~operations~~facilities throughout the state of Michigan and surrounding states as well as nationwide, including casinos located on Native American reservations and other land-based casinos. Twenty-three Native American-owned casinos are ~~affected~~currently byoperating in western, central and northern Michigan, the ~~weather~~closest of which is 113 miles from Greektown. We Furthermore, two tribes have ~~experienced~~entered ~~downturns~~into inland ~~customer~~settlement ~~volume~~agreements ~~during~~with the ~~summer~~state ~~months~~of Michigan, and ~~increases~~both tribes are currently seeking U.S. Congressional approval of the agreements to take the land into trust for new land-based casinos. One tribe is seeking to locate a casino in ~~volume~~Michigan ~~during~~in ~~winter~~one ~~months~~of Monroe County, ~~although we~~Flint door ~~experience~~Romulus, ~~lower~~while ~~volume~~the ~~during~~other ~~winter~~tribe ~~storms~~is seeking to locate a casino in Port Huron, and ~~harsh~~both ~~weather~~proposed casinos would be within 20-75 miles of Greektown Casino. ~~These~~No ~~seasonal~~U.S. Congressional approval has yet been obtained, but one tribe has partnered with a developer to seek Congressional and ~~adverse~~state ~~weather~~approvals. ~~conditions~~Also, another tribe has been federally recognized and is seeking to enter into a compact with the state of Michigan for a casino in western Michigan, and an additional tribe has indicated that it intends to apply to the ~~Detroit metropolitan~~Bureau ~~area~~of ~~may~~Indian ~~discourage~~Affairs ~~potential~~for ~~customers~~trust ~~from~~status ~~visiting~~for usa site in Romulus. WeFurthermore, ~~believe~~a wetribe ~~have~~has ~~also~~publicly ~~experienced~~announced ~~downturns~~its inintentions ~~customer volume~~to asconstruct a ~~consequence~~$245 ofmillion ~~nearby~~casino ~~road~~development ~~repairs~~in ~~and~~Lansing, ~~construction~~Michigan outside of its reservation, which ~~generally~~would ~~occur~~be inapproximately ~~the~~90 ~~spring~~miles from Greektown Casino. The tribe is required to comply with federal statutory and regulatory requirements, ~~summer~~including the Indian Gaming Regulatory Act and ~~fall~~the Michigan Indian Land Claim Settlement Act, asor ~~well~~ seek U.S. Congressional approval before it can operate a casino in Lansing as ~~during~~tribal ~~various~~casinos ~~sporting~~are generally restricted to their own reservations. Michigan also features four race tracks which offer horse betting but are not authorized to offer slot machines or ~~entertainment~~table ~~events~~gaming, ~~simultaneously~~and ~~taking~~there ~~place~~is ~~within~~an ~~the~~additional ~~downtown~~race ~~area~~track ofin ~~the~~Windsor, ~~city~~Ontario, ofCanada, ~~Detroit~~which is not authorized to offer slot machines or table games.

~~Environmental~~In ~~Matters~~2012, an organization introduced a ballot proposal to expand commercial gaming in the state of Michigan. Although the proposal failed to be placed on the state ballot, future attempts at expanding commercial gaming in Michigan may be successful, and may increase the level of competition that we face.

We ~~are~~also ~~subject~~compete, to ~~federal~~some extent, ~~state~~with other forms of ~~Michigan and~~gaming ~~local~~on ~~environmental,~~both ~~safety~~a local and ~~health~~national ~~laws~~level, ~~regulations~~including ~~and~~state-sponsored ~~ordinances~~lotteries, ~~that~~Internet ~~apply~~gaming, toon- ~~non~~and off-~~gaming~~track ~~businesses~~wagering, ~~generally~~card parlors, ~~such as~~and ~~the~~charity ~~Clean~~casinos. ~~Air~~The ~~Act,~~expansion ~~Clean~~of ~~Water~~legalized ~~Act,~~gaming ~~Occupational~~to ~~Safety~~new ~~and~~jurisdictions ~~Health~~throughout ~~Act,~~the ~~Oil~~United ~~Pollution~~States ~~Act,~~also ~~Resource~~has ~~Conservation~~increased ~~Recovery~~competition ~~Act and~~faced ~~the~~by ~~Comprehensive~~us ~~Environmental~~and ~~Response,~~will ~~Compensation~~continue ~~and~~to ~~Liability~~do ~~Act~~so ofin ~~1980~~the future. WeAdditionally, ~~have~~if ~~not~~gaming ~~made,~~facilities ~~and~~in doour ~~not~~markets ~~anticipate~~were ~~making, material~~purchased ~~expenditures~~by entities with ~~respect~~more torecognized ~~these~~brand ~~environmental~~names ~~laws~~and capital, ~~regulations~~or ~~and~~if ~~ordinances.~~gaming ~~However,~~were ~~the~~legalized ~~attendant~~in ~~compliance~~jurisdictions ~~costs associated~~near ~~with~~our ~~them~~property ~~may~~where ~~result~~gaming incurrently ~~future~~is ~~additional~~not ~~costs~~permitted, towe ~~our~~would ~~operations~~face additional competition.

~~Intellectual~~On ~~Property~~November 3, 2009, a casino initiative passed in the state of Ohio authorizing casino-style gaming at four locations within the state: Cincinnati, Cleveland, Columbus and Toledo. Hollywood Casino in Toledo and Horseshoe Casino in Cleveland opened in May 2012. Hollywood Casino in Columbus opened in October 2012. Horseshoe Casino in Cincinnati opened in March 2013. The Toledo, Cleveland, Columbus and Cincinnati casinos are approximately 60 miles, 180 miles, 210 miles, and 260 miles from the city of Detroit, respectively.

We believe it is important to protect our significant trademarks and service marks by registering them for use in connection with the underlying goods and services, as appropriate at the federal or state of Michigan level. Some, but not all of the significant trademarks include “GREEKTOWN CASINO,” “GREEKTOWN CASINO (& DESIGN),” “LET THE PARTY BEGIN AT GREEKTOWN!”, “GREEKTOWN CASINO-HOTEL”, “GAME ON”, and “CLUB GREEKTOWN” are registered in the U.S. Patent and Trademark Office. The restaurant and bar trademarks “ASTERIA,” “BISTRO 555,” “TRAPPER’S PATIO,” “TRAPPER’S SNACK BAR,” “SUPER PIT” and “THE FRINGE” are registered with the state of Michigan. Finally, the advertising marks “BONU$ PLAY,” “BONU$ BUCKS,” “BONU$ BET,” “BONU$ POINTS,” “GREEKTOWN CASINO-HOTEL (NEW logo),” and “DETROIT’S WINNING ADDRESS” are registered with the state of Michigan.15

12The Department of Justice (“DOJ”) under the current federal administration had originally expressed the view that the U.S. Wire Act of 1961 applied to all forms of Internet gambling, and therefore all Internet gambling was illegal under the existing law. However, the DOJ has since concluded that the Wire Act of 1961 is limited only to sports betting. The Unlawful Internet Gambling Enforcement Act (“UIGEA”) was passed into law in 2006. The UIGEA attacks the payment mechanisms used to place bets, and pay off winners, through the thousands of offshore online gambling sites currently in operation. The statute makes it illegal for banks, credit card companies or similar institutions to collect on a debt incurred through an online gambling site. However, the UIGEA did not update the federal Wire Act of 1961 to specifically apply to all forms of online gambling. Therefore, during the 111th Congress (2009-2010), several bills pertaining to Internet gambling were introduced.

~~Government~~There ~~Regulation~~are ongoing efforts at the federal level to legalize internet gaming, including, but not limited to, internet poker, but no such efforts have yet been successful. Should online poker or other forms of internet gambling become legal in the United States, it would not only increase the level of competition we face but also increase the number of gaming opportunities.

~~The~~Capital ~~ownership~~expenditures and ~~operation~~improvements ofcould disrupt our gaming ~~facility~~ isoperations ~~subject to various state of Michigan~~ and ~~city~~result ~~of Detroit laws, rules and regulations~~ in ~~the~~a ~~jurisdiction~~reduction ~~in which we are located. We are subject to the provisions~~ of ~~the~~future Michigan Gaming Act and rules promulgated thereunder (the “Michigan Rules”), the MGCB, including the MGCB rules (the “MGCB Rules”) and MGCB orders and resolutions (“MGCB Orders and Resolutions”) and various local ordinances and regulations, and are subject to the regulatory control of the MGCB, the city of Detroit and the Michigan Liquor Control Commissionrevenue. Additionally, wedelays ~~must~~in ~~comply with~~capital aprojects ~~variety~~or ofconstruction ~~federal~~could ~~regulations~~result (i.e. Bank Secrecy Act, U.S. Patriot Act, Office of Foreign Assets and Control, and others). The following is a summary of the provisions of the material laws and regulations applicable to our gaming operations and other laws and regulations applicable to us. The summary does not purport to be a comprehensive description and is qualified in ~~its~~increased ~~entirety~~costs bythat ~~reference~~would torequire ~~the~~additional ~~appropriate laws and regulations~~capital.

~~Michigan~~Capital ~~Gaming~~projects ~~Regulation~~ directed at improving Greektown Casino could disrupt our operations by requiring us to temporarily close certain portions of the casino, which could negatively affect our operating results. We are currently planning significant renovations of Greektown Casino, which we anticipate will begin in 2014 and last approximately two years. Construction will be phased through the casino during the renovations in order to moderate its impact on our business and cash flow. We anticipate that our gaming operations will still be disrupted to a certain degree, however, as we have to limit customer access to certain of our gaming offerings during the renovations. These disruptions could negatively affect our business and result in a reduction of future revenue and cash flow during the renovations. While we plan to implement various initiatives during the renovations designed to attract customers in order to mitigate any such disruptions, these initiatives may not be successful or may be unable to fully mitigate any losses we experience as a result of the disruptions. In addition, delays in starting or completing capital projects could result in increased costs that were not previously contemplated. Such unforeseen overruns may require additional capital, which we may or may not be in a position to obtain. We do not anticipate receiving a guaranteed maximum price contract for the renovations. In addition, if capital expenditures exceed our expectations, this excess would have an adverse effect on our available cash. These capital improvements may give rise to the following additional risks, among others:

~~Greektown~~· ~~LLC~~construction iscost ~~licensed~~overruns ~~to operate in the state of Michigan pursuant to the Michigan Gaming Act. The Michigan Gaming Act~~ and Michigan Rules subject the ownership and operation of commercial casino gaming facilities to extensive licensing and regulatory requirements and require the licensee to have a development agreement in effect with the city of Detroit and the Economic Development Corporation (“Detroit EDC”) of the city of Detroit.delays;

~~The~~· ~~Michigan~~exposure ~~Gaming~~under ~~Act~~completion created the MGCB and authorizes it to grant casino licenses to not more than three applicants that have entered into development agreements with the city of Detroit. The MGCB is granted extensive authority to conduct background investigations and determine the suitability and eligibility of casino license applicants, affiliated companies, officers, directors and managerial employees of applicants and affiliated companies, persons and entities holding a one percent or ~~greater~~other direct or indirect interest in an applicant or affiliated company, and anyone else the MGCB deems to be a “qualifier.” The Michigan Gaming Act and Michigan Rules restrict direct communication with the MGCB members.guarantees;

~~Any~~· ~~person~~uncertainties ~~who~~as ~~supplies goods or services~~ to a ~~casino~~market ~~licensee~~demand ~~that are directly related to, used in connection with~~ or ~~affect gaming must obtain~~ a ~~supplier’s~~loss ~~license from the MGCB. Any person who supplies other goods or services~~ of amarket ~~non-gaming~~demand ~~nature~~after tocapital aimprovements ~~casino~~have ~~licensee~~begun; ~~on a regular~~ and continuing basis must also obtain a supplier’s license from the MGCB or demonstrate eligibility for an exemption from this requirement. In addition, any individual employed by a casino licensee, or by a supplier licensee whose work duties are related to or involved in the gambling operation or are performed in a restricted area or gaming area of a casino, or who hold certain other positions, must obtain an occupational license from the MGCB. The MGCB Rules permit the MGCB to exempt any person or field of commerce from the supplier licensing requirements. The MGCB has adopted the MGCB Orders and Resolutions that outline the process for persons and entities to apply to be exempt from supplier licensing requirements.

~~The~~· ~~Michigan~~disruption ~~Gaming~~in ~~Act~~service ~~imposes~~and ~~the~~hotel ~~burden~~room ~~of proof~~availability oncausing ~~the~~reduced ~~applicant~~demand, ~~for~~occupancy ~~a casino license to establish its suitability to receive~~ and ~~hold the license~~rates. ~~The applicant must establish its suitability as to:~~

•We ~~integrity;~~have incurred net losses in recent periods. We may continue to incur losses in the future.

•We ~~moral~~recorded ~~character~~net losses of $30.9 million and ~~reputation;~~$23.8 million for the years ended December 31, 2013 and 2012, respectively. We expect to incur losses in fiscal 2014 and may incur losses in future periods. Our future profitability depends on our ability to generate enough revenues to pay regulatory fees and gaming taxes and other mostly variable expenses, such as payroll and marketing, as well as mostly fixed expenses such as our property taxes and interest expense. For more information, see Item 7 - “Management's Discussion and Analysis of Financial Condition and Results of Operations.”

•Given ~~business~~that ~~probity;~~our operations are dependent upon one property for all of our cash flows, we are subject to greater risks, many of which are beyond our control, than a gaming company with more operating properties.

•We ~~financial~~do ~~ability~~not currently have operations other than Greektown Casino, and ~~experience;~~therefore, we are entirely dependent upon Greektown Casino, and dependent upon the patronage of persons living in and visiting the Detroit metropolitan area, for our revenues and cash flows. Because we are entirely dependent on a single gaming site, we are subject to greater risks than a geographically diversified gaming operation, including, but not limited to:

•● ~~responsibility;~~risks related to the economic conditions in southeastern Michigan or nearby regions, including a loss of residents, layoffs, increased fuel and transportation costs or a decrease in discretionary income or spending;

•● ~~other~~a ~~criteria~~decline ~~deemed~~in ~~appropriate~~the bysize of the ~~MGCB.~~local gaming market;

13● an increase in gaming competition in the surrounding area;

~~The~~● ~~Michigan~~changes ~~Rules~~in local and ~~Michigan~~state ~~Gaming~~governmental ~~Act~~laws ~~provide systems for administrative~~ and ~~judicial review of various decisions of the MGCB. These appeals are governed by the Michigan Administrative Procedures Act of 1969.~~regulations;

The MGCB may refuse to renew a license upon a determination that the licensee no longer meets the requirements for licensure. In addition to restriction, suspension or revocation of a casino license, the MGCB may impose substantial fines or forfeiture of assets upon licensees for violation of gaming or liquor laws or rules or other violations of law. The Michigan Rules provide for an appeal process from decisions made by the MGCB concerning violations outlined above. These appeals are governed by the Michigan Administrative Procedures Act of 1969.16

~~The~~● ~~Michigan~~damage ~~Gaming~~or ~~Act~~interruption ~~includes~~of ~~provisions that~~gaming ~~restrict~~activities ~~certain~~by ~~casino~~fire, ~~owners~~flood, ~~and~~power ~~managers~~loss, ~~along~~technology ~~with supplier licensees and their key managers~~failure, ~~from giving political contributions to Michigan elected officials. The Michigan Gaming Act and Michigan Rules also restrict gift giving to the state of Michigan~~break-~~elected officials~~ins, ~~and~~terrorist ~~certain~~attacks, ~~key~~war ~~employed~~or ~~state~~similar of Michigan officials. The MGCB has adopted the MGCB Orders and Resolutions that establish criteria through which a supplier license applicant who has made political contributions during the application period may be granted waivers to reapply for licensing.events;

~~The~~● ~~Michigan Gaming Act and Michigan Rules provide for annual license renewal as long as~~ the ~~MGCB~~relative ~~determines~~popularity ~~that~~of ~~the~~local ~~casino licensee continues to meet the requirements established by the Michigan Gaming Act~~ and ~~Michigan~~regional ~~Rules.~~entertainment ~~Greektown~~alternatives ~~LLC’s~~to ~~original~~casino ~~license~~gaming ~~was~~that ~~issued~~compete ~~on November~~for ~~10, 2000. As of year ended December 31, 2012,~~ the ~~Company~~leisure ~~was in compliance in all material respects with the MGCB licensing requirements.~~ dollar;

In● ~~connection~~adverse ~~with~~weather ~~our emergence from Chapter 11~~conditions, ~~the MGCB issued an order granting approval of our new ownership structure, capitalization and management~~ which ~~provides~~ ~~that~~could wedeter ~~must~~customer ~~comply~~visits; with certain covenants, including a minimum fixed charge coverage ratio maintenance covenant. The Company was out of compliance with such covenant for the twelve month measurement period ended March 31, 2013 based upon current estimates. At the April 9, 2013 meeting of the MGCB, the MGCB approved the Company’s request for suspension of the covenant for the measurement period ending March 31, 2013. Refer to Item 1A. Risk Factors “We are subject to compliance with a regulatory fixed charge coverage maintenance covenant required by the MGCB”.and

~~The~~● ~~Michigan~~inaccessibility ~~Rules implement the terms of the Michigan Gaming Act. Among other things, the Michigan Rules outline more detailed substantive and procedural requirements with respect~~ to ~~casino licensing and operations, including, but not limited to, requirements regarding things such as licensing investigations and hearings, record keeping and retention, contracting, reports to~~ the ~~MGCB,~~property ~~internal~~due ~~control and accounting procedures, security and surveillance operations, extension of credit~~ to ~~gaming~~road ~~patrons,~~construction conduct of gaming and transfers of ownership interests in licensed casinos. The Michigan Rules also establish numerous MGCB procedures regarding licensing, disciplinary and other hearings and similar matters. The Michigan Rules have the force of law and are binding on the MGCB as well as on applicants for or ~~holders~~closures of ~~casino licenses,~~primary ~~their~~access ~~vendors and employees~~routes.

The ~~Michigan~~occurrence ~~Rules prohibit a casino licensee or a holding company or affiliate that has control~~ of aany ~~casino~~one ~~licensee in Michigan from entering into a debt transaction affecting the capitalization or financial viability~~ of ~~its Michigan casino operation without prior approval from~~ the ~~MGCB.~~events ~~The~~described ~~Michigan~~above ~~Rules outline~~could ~~requirements~~cause ~~and procedures for casino licensees or holding companies that make~~ a ~~public~~material ~~offering~~disruption ofin ~~debt~~our ~~or equity~~business.

~~Violations~~Reductions ~~of MGCB requirements may result~~ in ~~fines~~ ~~and~~discretionary ~~penalties.~~consumer ~~While~~spending ~~the~~as ~~Company~~a ~~believes~~result itof ~~takes~~downturns ~~protective steps to operate~~ in ~~compliance~~the ~~with~~general ~~MGCB~~economy ~~regulations,~~may ~~there can~~have bea nomaterial ~~assurance~~adverse ~~that~~effect ~~future~~on ~~violations~~our ~~will not occur~~business.

~~The~~Our ~~Michigan~~business ~~Liquor~~has ~~Control~~been ~~Commission~~and ~~licenses~~may continue to be adversely affected by the economic downturn experienced in the United States, ~~controls~~ and ~~regulates~~more particularly in the ~~sale~~Detroit ofmetropolitan ~~alcoholic~~area, ~~beverages~~as ~~pursuant~~we toare ~~the~~highly ~~Michigan~~dependent ~~Liquor~~on ~~Control~~discretionary ~~Act~~spending by our patrons. ~~The~~Changes ~~Michigan~~in ~~Gaming~~discretionary ~~Act~~consumer ~~also requires~~spending ~~that~~or ~~casinos~~consumer ~~sell~~preferences ~~and~~brought ~~distribute~~about ~~alcoholic~~by ~~beverages~~factors such as continued unemployment, perceived or actual deterioration in ~~conformity~~general ~~with~~economic ~~the~~conditions, ~~Michigan~~increases ~~Liquor~~in ~~Control~~fuel ~~Act.~~costs, ~~The~~perceived ~~city~~or ofactual ~~Detroit also~~decline ~~issues~~in ~~certain~~disposable ~~approvals~~consumer income and wealth, the global economic recession and changes in ~~connection~~consumer ~~with~~confidence in the ~~sale~~economy ofmay ~~alcoholic~~continue ~~beverages~~to reduce customer demand for the leisure activities we offer and may adversely affect our revenues and operating cash flow.

14We have significant working capital needs, and if we are unable to satisfy those needs from cash generated from our operations or indebtedness, we may not be able to meet our obligations.

~~Michigan~~We ~~Gaming~~require ~~Taxation~~significant amounts of working capital to operate our business. In addition to our Revolving Loan facility, we rely on the operation of our facilities as a source of cash. If we experience a significant and ~~Fees~~sustained drop in operating profits, or if there are unanticipated reductions in cash inflows or increases in cash outlays, we may be subject to cash shortfalls. If such a shortfall were to occur for even a brief period of time, it may have a significant adverse effect on our business. We cannot assure you that our business will generate sufficient cash flow from operations or that we will be able to draw under our Revolving Loan or otherwise, in an amount sufficient to fund our liquidity needs.

~~Under~~Our ~~the~~operations provisions of the Michigan Gaming Act, we must pay a combined state of Michigan and city of Detroit wagering tax equal to 19% of adjusted gross receipts payable daily and a municipal services fee in an amount equal to the greater of 1.25% of adjusted gross receipts or $4.0 million annually. For the years ended December 31, 2012 and December 31, 2011, we paid gaming taxes of $74.8 million and $75.0 million, respectively. These gaming taxes are ~~included~~highly intaxed ~~Greektown Casino’s operating expenses. In addition to gaming taxes, we are required to make an annual payment for certain costs to the MGCB. During the years ended December 31, 2012~~ and ~~December~~may ~~31,~~be ~~2011,~~subject ~~the Company paid a fee of approximately $10.6 million and $10.2 million, respectively,~~ to ~~the~~higher MGCB. The Company recorded expense of approximately $10.3 million and $10.2 million related to the amortization of the annual fees for the years ended December 31, 2012 and December 31, 2011, respectively. The MGCB fees are included in Greektown Casino’s general and administrative expenses. These gaming taxes ~~and fees are~~ in ~~addition to~~ the ~~taxes~~future, ~~fees~~which ~~and~~could ~~assessments~~adversely ~~customarily~~impact ~~paid~~our ~~by business entities conducting business in the state of Michigan and the city of Detroit~~profitability.

IfIn ~~the~~virtually ~~Michigan~~all ~~Lottery~~gaming ~~Act~~jurisdictions, isstate ~~amended~~and tolocal ~~allow~~ governments raise considerable revenues from taxes based on casino revenues and operations. toWe bebelieve ~~conducted~~that atthe ~~racetracks~~prospect inof ~~Michigan,~~significant additional tax revenue is one of the primary reasons why the state ~~wagering~~of ~~tax~~Michigan ~~rate~~and ~~will~~other bejurisdictions ~~reduced~~have tolegalized ~~18%~~gaming. ~~Any~~We ~~amendment would~~also ~~require~~pay ~~voter~~property ~~approval~~taxes, aspayroll ~~mandated~~taxes, byfranchise ~~Proposal~~taxes 1and income taxes.

~~City~~Our profitability depends on generating enough revenues to pay regulatory fees and gaming taxes and other mostly variable expenses, such as payroll and marketing, as well as mostly fixed expenses such as our property taxes and interest expense. From time to time, state and local governments have increased gaming taxes, and gaming tax increases can significantly impact the profitability of ~~Detroit~~gaming ~~Regulation~~operations. Future changes in the Michigan gaming tax rates that will have a negative impact on our profitability may occur.

The ~~Detroit~~federal ~~City~~government ~~Council~~ has ~~enacted~~also ~~several ordinances~~previously ~~affecting~~considered ~~the~~a ~~Detroit~~federal ~~Commercial~~tax ~~Casinos.~~on ~~One, entitled “Casino Gaming Authorization and Casino Development Agreement Certification and Compliance,” authorizes~~ casino ~~gaming~~revenues ~~only by operators who are licensed by the MGCB~~ and ~~are~~may ~~parties~~again to consider a ~~development~~federal ~~agreement~~tax ~~that has been approved and certified by the City Council and is currently in effect, or are acting~~ on ~~behalf of parties to a development agreement. Our development agreement has been so approved and certified and is currently in effect. The ordinance requires each~~ casino ~~operator~~revenues ~~to submit to the Mayor of Detroit and to the Detroit City Council annual reports regarding the operator’s compliance with its development agreement or,~~ in the ~~event of non-compliance, reasons for non-compliance and an explanation of efforts to comply~~future. ~~The~~Any ~~ordinance~~material ~~requires~~increase ~~the Mayor of Detroit to monitor each casino operator’s compliance with its development agreement, to take appropriate enforcement action~~ in ~~the~~or ~~event of default and to notify~~ the ~~Detroit~~adoption ~~City Council~~ of ~~defaults~~additional ~~and~~taxes enforcement action taken; and, if a development agreement is terminated, it requires the Detroit City Council to transmit notice of enforcement action to the MGCB within five business days along with the City of Detroit’s request that the MGCB revoke the relevant operator’s certificate of suitability or ~~casino~~fees ~~license.~~could Ifhave a ~~development~~material ~~agreement~~adverse iseffect ~~terminated, the~~on ~~Michigan~~our ~~Gaming~~future ~~Act~~financial ~~requires the MGCB to revoke the relevant operator’s casino license upon the request of the city of Detroit~~results.

~~City of Detroit Development Agreement~~17

InEnergy ~~March 1998, Greektown LLC entered into the initial development agreement with the city of Detroit~~ and ~~the~~fuel ~~Detroit~~price ~~EDC.~~increases Inmay ~~August~~adversely ~~2002,~~affect ~~Greektown~~our ~~LLC~~revenues ~~entered into the Development Agreement, which amended~~ and ~~restated~~our ~~the initial development agreement and authorized the construction and operation of the existing casino~~profitability.

~~From~~Our ~~March~~casino ~~1998~~uses ~~through~~significant ~~December~~amounts ~~31,~~of ~~2012,~~electricity and natural gas. Substantial increases in the ~~city~~ cost of ~~Detroit~~electricity ~~has~~will ~~been~~negatively ~~paid~~affect ~~approximately~~our ~~$128~~results of operations.2 ~~million~~In ~~under~~addition, energy and fuel price increases in cities that constitute a significant source of customers for our property could result in a decline in disposable income of potential customers and a corresponding decrease in visitation to our property, which would negatively impact our revenues. The extent of the ~~terms~~impact is subject to the magnitude and duration of the ~~Development~~energy ~~Agreement~~and fuel price increases, ~~excluding~~but ~~casino~~this ~~gaming taxes~~impact could be material to our results of operations.

InExtensive ~~addition~~government toregulation ~~gaming~~materially ~~taxes,~~impacts ~~we are also obligated to pay 1% of~~ our ~~adjusted gross receipts to the city of Detroit~~operations, toand ~~be increased to 2% of our adjusted gross receipts in~~ any ~~calendar year~~new ingaming ~~which~~laws ~~adjusted~~or ~~gross~~regulations ~~receipts~~may ~~exceed~~adversely ~~$400~~impact ~~million, beginning on the day~~ our ~~adjusted gross receipts exceed $400 million and continuing until the end of that calendar year~~operations. In addition, when adjusted gross receipts exceed $400 million, we would be required to pay $4 million to the city of Detroit. We did not exceed the $400 million in adjusted gross receipts for the calendar year ending December 31, 2012.

15The ownership, management and operation of gaming facilities is subject to extensive laws, regulations and ordinances that are administered by various federal, state and local governmental entities and agencies. The MGCB has broad authority and discretion to require us and our officers, directors, managers, members, employees, vendors and holders of certain of our debt to obtain and maintain various licenses, registrations, permits, findings of suitability and other approvals. To enforce applicable gaming regulations, gaming authorities may, among other things, limit, suspend or revoke the licenses, registrations, permits, findings of suitability and any other approvals of any gaming entity, vendor or individual, and may levy fines or cause a forfeiture of assets against us or individuals for violations of gaming laws or regulations. Any of these actions would have a material adverse effect on us.

~~The~~Government ~~Development~~regulations ~~Agreement~~require ~~includes~~us ato, ~~number of~~among ~~additional~~other ~~provisions with which we must comply. The key provisions include those listed below~~things:

•● ~~Various~~pay ~~indemnification~~gaming ~~obligations for certain judgments~~fees, ~~fines,~~assessments ~~liabilities,~~and ~~losses,~~taxes ~~damages,~~to ~~costs,~~the ~~expenses,~~state ~~claims,~~of ~~obligations~~Michigan and ~~penalties of~~ the city of Detroit~~, the Detroit EDC and each of their respective officers, agents and employees.~~;

•● ~~Various~~periodically ~~social~~renew ~~commitments~~our ~~regarding,~~gaming ~~for~~license ~~example,~~in ~~employment of Detroit residents~~Michigan, ~~procurement~~which ofmay ~~financing~~be ~~and~~suspended ~~goods~~or ~~and~~revoked ~~services~~if ~~from~~we ~~Detroit-based~~do ~~businesses,~~not ~~Detroit~~meet ~~resident~~detailed ~~businesses~~regulatory ~~and business concerns and/or minority- or women-owned businesses.~~requirements;

•● ~~Transfer~~receive ofand ~~ownership~~maintain ~~restrictions~~federal ~~prohibiting certain direct~~ and ~~indirect~~state ~~owners~~environmental ofapprovals; ~~Greektown LLC from transferring their equity interests without the consent of the city of Detroit.~~and

~~U.S.~~● ~~Department~~receive ofand ~~the~~maintain ~~Treasury~~state ~~Regulations~~and local licenses and permits to sell alcoholic beverages in our facilities.

~~The~~We ~~U.S.~~are ~~Internal~~subject ~~Revenue~~to ~~Code and~~ the ~~U.S. Treasury~~Michigan ~~Regulations~~Gaming ~~promulgated~~Act ~~thereunder~~and ~~require operators of casinos located in~~ the ~~United~~Michigan ~~States to file information returns for U.S. citizens~~Rules, ~~including,~~and ~~but not limited~~ to, ~~names,~~local ~~addresses~~regulation ~~and~~by ~~social~~the ~~security~~city ~~numbers~~ of ~~winners~~Detroit, ~~for~~including ~~bingo,~~the ~~table~~Development ~~games and~~Agreement ~~slot~~with ~~machine~~the ~~winnings~~city ~~in excess~~ of ~~prescribed~~Detroit. ~~amounts~~Under ~~and~~the ~~keno~~state ~~winnings~~of inMichigan ~~which~~Rules, ~~the~~we ~~payout~~may ~~equals~~not ormake ~~exceeds~~ a ~~specified~~public ~~amount more~~offering ~~than~~of ~~the~~our ~~amount~~securities ~~wagered.~~or ~~The~~enter ~~U.S.~~into ~~Internal~~a ~~Revenue~~debt ~~Code~~transaction ~~and~~affecting the ~~U.S.~~capitalization ~~Treasury~~or ~~Regulations~~financial ~~promulgated~~viability ~~thereunder~~of ~~also~~our ~~require operators~~gaming tooperations ~~withhold~~without ~~taxes~~the onprior ~~some~~approval ~~keno, bingo table games and slot machine winnings~~ of ~~nonresident aliens. We are unable to predict~~ the ~~extent~~MGCB ~~to which these requirements, if extended, might impede or otherwise adversely affect operations of,~~ and~~/or~~ ~~income~~compliance ~~from, these~~with ~~and/or~~the ~~other~~Development ~~games~~Agreement.

~~Regulations~~Our ~~adopted~~directors, byofficers ~~the~~and ~~Financial~~most ~~Crimes Enforcement~~employees, ~~Network~~and many of ~~the~~our ~~U.S.~~vendors ~~Department~~and oftheir ~~the~~employees ~~Treasury~~performing ~~and~~services for us, must also be approved by the MGCB. ~~require~~If the ~~reporting~~MGCB ofwere ~~patron’s~~to ~~currency~~find ~~transactions in~~a ~~excess~~director, ~~of $10~~officer,~~000~~ ~~occurring~~employee ~~within~~or avendor ~~gaming~~to ~~day~~be unsuitable, ~~including~~we ~~identification~~would ofbe ~~the~~required ~~patron~~to bysever ~~name~~our ~~and~~relationship ~~social~~with ~~security~~that ~~number~~person. In addition, ~~which~~ ~~regulations~~our ~~were~~existing ~~subsequently~~gaming ~~modified~~licenses, toliquor ~~include~~licenses, aregistrations, ~~suspicious~~findings ~~activity~~of ~~reporting~~suitability, ~~rule.~~permits ~~Casinos~~and ~~are~~approvals ~~required~~may tobe ~~report~~revoked, ~~suspicious monetary~~suspended ~~transactions~~or limited or not renewed when ~~the~~they ~~casino~~expire. ~~suspects~~Any failure to renew or ~~has~~maintain ~~reason~~our tolicenses ~~suspect~~or ~~that~~receive ~~the~~new ~~transaction~~licenses ~~involves~~when ~~funds~~necessary ~~derived~~would ~~from~~harm ~~illegal activity~~our orbusiness isand ~~otherwise~~revenues. ~~intended~~The tocompliance ~~facilitate~~costs ~~illegal~~associated ~~activity~~with these laws, regulations and licenses are significant.

~~Other~~The ~~Laws~~casino entertainment industry is generally subject to political, legislative and ~~Regulations~~regulatory uncertainty. If additional gaming laws and regulations are adopted, or if current gaming laws or regulations are modified in the state of Michigan, any newly imposed restrictions or costs could have a significant adverse effect on us. From time to time, various proposals are introduced in the state of Michigan legislature that, if enacted, could adversely affect the regulatory, operational or other aspects of the gaming industry and our company. Legislation of this type may be enacted in the future that may impact our operations.

Our operations are also subject to extensive Federal, state of Michigan and city of Detroit regulations in addition to the regulations described above, and, on a periodic basis, we must obtain various other licenses and permits, including those required to sell alcoholic beverages.18

~~Available~~We ~~Information~~are subject to compliance with a regulatory fixed charge coverage ratio maintenance covenant required by the MGCB.

~~You~~In ~~may~~connection ~~read~~with ~~and~~our ~~copy~~emergence ~~any~~from ~~materials~~Chapter we11, ~~file with~~ the ~~SEC~~MGCB atissued ~~the~~an ~~SEC’s~~order ~~Public~~granting ~~Reference~~approval ~~Room~~of atour ~~100~~new Fownership ~~Street~~structure, ~~NE,~~capitalization ~~Washington,~~and DCmanagement ~~20549.~~which ~~You~~provides ~~may~~that ~~obtain~~we ~~information~~must ~~on the~~comply ~~operation~~with ofa ~~the~~minimum ~~Public~~fixed ~~Reference~~charge ~~Room~~coverage byratio ~~calling~~maintenance ~~the~~covenant. ~~SEC~~The atcovenant ~~1-800-SEC-0330.~~requires ~~The~~us ~~SEC~~to ~~maintains~~maintain ana ~~Internet~~ratio ~~site~~of EBITDA to fixed charges (~~http://www.sec.gov) that~~each ~~contains~~as ~~reports,~~defined ~~proxy~~in ~~and~~the ~~information~~order) ~~statements~~on ~~and~~the ~~other~~last ~~information~~day ~~regarding~~of ~~issuers~~each ~~that~~calendar ~~file~~quarter ~~electronically~~of ~~with~~not ~~the SEC~~less than 1.05 to 1.00.

16The fixed charge coverage ratio is measured on a trailing four quarter basis. We are required to comply with this covenant for so long as any indebtedness is outstanding under our Revolving Loan facility and the Senior Secured Notes. The Company was not able to maintain the required minimum ratio of EBITDA to fixed charges for the twelve month measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013. At the April 9, 2013, June 11, 2013, September 9, 2013 and December 11, 2013 meetings of the MGCB, the MGCB approved the Company’s request for suspension of the covenant for the measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013, respectively. The MGCB order also contains a limitation on certain restricted payments. The MGCB order also contains a limitation on certain restricted payments. See “Regulatory Covenants.”

~~ITEM~~If 1Awe fail to comply with these requirements and we are not able to obtain a waiver from the MGCB, we could be subject to additional restrictions on our ability to operate our casino business, fines and suspension or revocation of our gaming license. ~~RISK~~The ~~FACTORS~~revocation of our gaming license or its suspension for more than a short time could result in an event of default under the credit agreement governing the Revolving Loan facility and an event of default under the indenture governing the Senior Secured Notes and could materially adversely affect or eliminate our ability to generate revenue from our casino operations. Even though we obtained a suspension of the covenant for the measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013 from the MGCB, the MGCB may impose additional covenants or other restrictions on our ability to incur indebtedness, which could materially adversely affect our business.

~~Risks~~To ~~Related~~service our indebtedness, we require a significant amount of cash, our ability to ~~Our~~generate ~~Business~~cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

WeOur ~~face~~ability ~~significant~~to ~~competition~~make inscheduled payments on and to refinance our indebtedness, including the ~~market~~ Senior Secured Notes (defined in ~~which~~Item we7, ~~operate~~Liquidity and ~~other~~Capital ~~markets~~Resources), ~~which~~and ~~could~~to ~~impair~~fund working capital needs and planned capital expenditures will depend on our ~~revenues~~ability to generate cash in the future. This is subject to general economic and competitive conditions and to certain financial, ~~increase~~competitive, ~~our~~business, ~~expenses~~legislative, regulatory and ~~hinder~~other factors that are beyond our ~~ability~~control. We may be unable to ~~generate~~ ~~sufficient~~maintain a level of cash flows from operating activities sufficient to permit us to fund our day-to-day operations or to pay the principal, premium, if any, and interest on our indebtedness.

WeIf ~~face~~our ~~significant~~business ~~competition~~does ~~principally~~ not generate sufficient cash flow from ~~two~~operations ~~other~~or ~~casinos~~if future borrowings are not available to us in ~~Detroit~~an amount sufficient to enable us to pay our indebtedness, ~~MGM~~including ~~Detroit~~the ~~and~~Senior ~~MotorCity~~Secured ~~(collectively~~Notes, ~~with~~or ~~Greektown~~to ~~Casino~~fund our other liquidity needs, we will need to refinance all or a portion of our indebtedness on or before the ~~“Detroit~~maturity ~~Commercial Casinos”)~~thereof, assell ~~well~~assets, asreduce ~~Caesars~~or ~~Windsor~~delay capital investments or seek to raise additional capital, any of which iscould ~~located~~have ~~directly~~a ~~across~~material ~~the~~adverse ~~Detroit~~effect ~~River~~on ~~from~~our ~~Detroit~~operations. ~~MGM~~In ~~Detroit~~addition, ~~MotorCity and~~we ~~Caesars~~may ~~Windsor~~not ~~may~~be ~~each~~able ~~have~~to ~~greater~~affect ~~name~~any ~~recognition~~of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial, ~~marketing~~condition at such time. Any refinancing of our debt could be at higher interest rates and ~~other~~may ~~resources~~require ~~than~~us weto docomply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and ~~all~~principal ~~three casinos~~on ~~completed~~our ~~major~~outstanding ~~renovations/expansion~~indebtedness ~~projects~~would likely result in ~~the~~a ~~past~~reduction ~~several~~of ~~years~~our ~~that~~credit ~~have~~rating, ~~the~~which ~~potential~~could harm our ability to ~~increase~~incur ~~their~~additional ~~respective market~~indebtedness ~~share~~on ofcommercially ~~the~~reasonable ~~Metro~~terms ~~Detroit~~or ~~Gaming~~at ~~Market~~all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations.

In addition, we compete with other gaming facilities throughout the state of Michigan and surrounding states as well as nationwide, including casinos located on Native American reservations and other land-based casinos. Twenty-two Native American-owned casinos are currently operating in western, central and northern Michigan, the closest of which is 113 miles from Greektown. Furthermore, two tribes have entered into land settlement agreements with the state of Michigan, and both tribes are currently seeking U.S. Congressional approval of the agreements to take the land into trust for new land-based casinos. One tribe is seeking to locate a casino in Michigan in one of Monroe County, Flint or Romulus, while the other tribe is seeking to locate a casino in Port Huron, and both proposed casinos would be within 20-75 miles of Greektown Casino. No U.S. Congressional approval has yet been obtained, but one tribe has partnered with a developer to seek Congressional and state approvals. Also, another tribe has been federally recognized and is seeking to enter into a compact with the state of Michigan for a casino in western Michigan, and an additional tribe has indicated that it intends to apply to the Bureau of Indian Affairs for trust status for a site in Romulus. Furthermore, a tribe has publicly announced its intentions to construct a $245 million casino development in Lansing, Michigan outside of its reservation, which would be approximately 90 miles from Greektown Casino. The tribe is required to comply with federal statutory and regulatory requirements, including the Indian Gaming Regulatory Act and the Michigan Indian Land Claim Settlement Act, or seek U.S. Congressional approval before it can operate a casino in Lansing as tribal casinos are generally restricted to their own reservations. Michigan also features four racetracks which offer horse betting but are not authorized to offer slot machines or table gaming, and there is an additional racetrack in Windsor, Ontario, Canada, which had over 750 slot machines, at the order of the Ontario Lottery and Gaming Corporation (“OLG”), such slot machines were removed from the racetrack on April 30, 2012.19

InA ~~2012,~~smoking anban ~~organization~~in ~~introduced~~casinos alocated ~~ballot proposal to expand commercial gaming~~ in the state of Michigan~~. Although~~ ~~the~~or ~~proposal failed to be placed on~~ the ~~state~~city ~~ballot,~~of ~~future~~Detroit ~~attempts~~could athave ~~expanding~~a ~~commercial~~negative ~~gaming~~impact inon ~~Michigan~~our ~~may~~business ~~be successful,~~ and ~~may increase the level of competition that we face~~operations.

WeFrom ~~also~~time ~~compete~~to time, toindividual ~~some~~jurisdictions ~~extent,~~have ~~with~~considered ~~other forms~~legislation ofor ~~gaming~~referendums, such as bans on ~~both~~smoking ain ~~local~~casinos and ~~national~~other ~~level,~~entertainment ~~including~~and ~~state-sponsored~~dining ~~lotteries,~~facilities. ~~Internet~~Such ~~gaming,~~bans ~~on-~~have ~~and~~been ~~off-track~~implemented ~~wagering, card~~in ~~parlors,~~jurisdictions in which gaming facilities are located and ~~charity~~such ~~casinos.~~bans ~~The~~have ~~expansion~~had ofa ~~legalized~~negative ~~gaming~~impact toon ~~new~~business ~~jurisdictions~~and ~~throughout~~operations. Although the ~~United~~smoking ~~States~~ban ~~also~~adopted ~~has increased~~by ~~competition~~the ~~faced~~state byof usMichigan ~~and~~on ~~will~~December ~~continue~~10, to2009, dowhich sobecame ineffective ~~the~~May ~~future.~~1, ~~Additionally~~2010, ifexempts the gaming ~~facilities~~area in(the ~~our~~smoking ~~markets~~ban ~~were purchased~~applies byto ~~entities~~our ~~with~~bars ~~more~~and ~~recognized~~restaurants) ~~brand~~of ~~names~~the ~~and~~Detroit ~~capital~~Commercial Casinos, or if ~~gaming~~a more expansive ban were ~~legalized~~implemented in ~~jurisdictions~~the ~~near~~state ~~our~~of ~~property where~~Michigan ~~gaming~~or ~~currently~~the iscity ~~not~~of ~~permitted~~Detroit, wesuch ~~would~~a ~~face~~ban ~~additional~~could ~~competition~~adversely impact our business and operations.

OnWe November 3, 2009, a casino initiative passed in the state of Ohio authorizing casino-style gaming at four locations within the state: Cincinnati, Cleveland, Columbus and Toledo. Hollywood Casino in Toledo and Horseshoe Casino in Cleveland opened in May 2012. Hollywood Casino in Columbus opened in October 2012. The Toledo, Cleveland and Columbus casinos are ~~approximately~~subject 60to ~~miles,~~all ~~180~~operating ~~miles,~~risks ~~and~~common ~~210 miles~~to ~~from~~ the ~~city~~hotel ~~of Detroit~~business, ~~respectively.~~which ~~Construction~~may ~~began~~adversely onaffect ~~the~~our ~~Cincinnati~~hotel ~~casino~~occupancy ~~in November 2011~~ and ~~opened~~rental ~~on March 4, 2013~~rates.

17The hotel business is highly competitive and generally will be subject to greater volatility than our gaming business. Operating risks common to the hotel business could adversely affect hotel occupancy and the rates that can be charged for hotel rooms, as well as increase our operating expenses, and generally include:

~~The~~● ~~Department~~competition offrom Justice (“DOJ”) under the current federal administration had originally expressed the view that the U.S. Wire Act of 1961 applied to all forms of Internet gambling, and therefore all Internet gambling was illegal under the existing ~~law.~~hotels ~~However, the DOJ has since concluded that the Wire Act of 1961 is limited only to sports betting. The Unlawful Internet Gambling Enforcement Act (“UIGEA”) was passed into law~~ in ~~2006.~~our ~~The~~market ~~UIGEA attacks the payment mechanisms used to place bets,~~ and ~~pay~~new ~~off~~hotels ~~winners,~~entering ~~through~~our the thousands of offshore online gambling sites currently in operation. The statute makes it illegal for banks, credit card companies or similar institutions to collect on a debt incurred through an online gambling site. However, the UIGEA did not update the federal Wire Act of 1961 to specifically apply to all forms of online gambling. Therefore, during the 111th Congress (2009-2010), several bills pertaining to Internet gambling were introduced.market;

~~There~~● ~~are~~reduced ~~ongoing~~business ~~efforts at~~and ~~the~~leisure ~~federal~~travel ~~level~~due to ~~legalize~~energy ~~internet~~costs ~~gaming,~~and ~~including,~~other ~~but~~travel ~~not limited to~~expenses, ~~internet poker, but no such efforts have yet been successful. Should online poker~~ or ~~other~~geo-political ~~forms of internet gambling become legal in the United States~~uncertainty, itincluding ~~would not only increase the level of competition we face but also increase the number of gaming opportunities.~~terrorism;

We● ~~have~~adverse ~~incurred net~~effects ~~losses~~of ina ~~recent~~decline ~~periods.~~in Wegeneral ~~may~~and ~~continue to incur losses~~ in ~~the~~local ~~future.~~economic activity;

We● ~~recorded~~adverse a net loss of $23.8 million and $24.9 million for the year ended December 31, 2012 and December 31, 2011, respectively. We expect to continue to incur losses in fiscal 2013 and may incur losses in future periods. Our future profitability depends on our ability to generate enough revenues to pay regulatory fees and gaming taxes and other mostly variable expenses, such as payroll and marketing, as well as mostly fixed expenses such as our property taxes and interest expense. For more information, see Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”weather;

~~Given~~● ~~that~~the ~~our~~quality ~~operations~~and ~~are~~performance ~~dependent upon one property for all~~ of ~~our~~the ~~cash~~managers ~~flows,~~and weother ~~are~~staff ~~subject to greater risks, many~~ of ~~which are beyond~~ our ~~control,~~hotel; ~~than a gaming company with more operating properties.~~and

We● dorisks ~~not~~generally ~~currently~~associated ~~have~~with ~~operations other than Greektown Casino, and therefore, we are entirely dependent upon Greektown Casino, and dependent upon~~ the ~~patronage~~ownership of ~~persons~~hotels ~~living in~~ and ~~visiting~~real ~~the Detroit metropolitan area, for our revenues and cash flows~~estate. ~~Because we are entirely dependent on a single gaming site, we are subject to greater risks than a geographically diversified gaming operation, including, but not limited to:~~

•MGM ~~risks~~Detroit, ~~related~~MotorCity, toand ~~the~~Caesars ~~economic~~Windsor ~~conditions~~all inhave ~~southeastern~~hotels ~~Michigan~~connected orto ~~nearby~~their ~~regions,~~gaming ~~including~~facilities aand ~~loss~~other ofnew ~~residents,~~hotel ~~layoffs,~~projects ~~increased~~in ~~fuel~~our ~~and~~vicinity ~~transportation~~have ~~costs~~recently oropened. aThis ~~decrease~~competition inmay ~~discretionary~~adversely ~~income~~affect orour ~~spending;~~occupancy and rental rates.

•We aface ~~decline in~~ the ~~size~~risk of ~~the~~fraud ~~local~~or cheating commonly faced by the gaming ~~market;~~business, which could adversely affect our revenues and profitability.

•Players anin our casino may commit fraud or cheat in order to increase their winnings. Acts of fraud or cheating could involve the use of counterfeit chips or other tactics, possibly in collusion with our employees. Internal acts of cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming ~~competition~~area staff. Failure to discover such acts or schemes in ~~the~~a ~~surrounding~~timely ~~area;~~manner would negatively impact our gaming revenues. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, thereby materially and adversely affecting our business, financial condition and results of operations.

•Our ~~changes~~business inmay ~~local~~be ~~and~~adversely ~~state~~affected ~~governmental~~by ~~laws~~our ~~and~~ability ~~regulations;~~to retain key personnel.

•We ~~damage~~depend oron ~~interruption~~the continued performance of ~~gaming~~our ~~activities~~entire byexecutive ~~fire,~~management ~~flood,~~team. ~~power~~If ~~loss,~~we ~~technology~~lose ~~failure,~~the ~~break-ins,~~services ~~terrorist~~of ~~attacks~~any of our key personnel and cannot replace such persons in a timely manner, ~~war~~it orcould ~~similar~~have ~~events;~~an adverse effect on our business.

~~• the relative popularity of local and regional entertainment alternatives to casino gaming that compete for the leisure dollar;~~20

•Our ~~adverse~~business ~~weather~~and ~~conditions,~~results ~~which~~of operations could ~~deter~~be ~~customer~~adversely ~~visits;~~affected by weather-related factors and seasonality.

•Our ~~inaccessibility~~gaming tooperations and results of operations may be adversely affected by weather-related and seasonal factors. We have experienced downturns in customer volume during the ~~property~~summer ~~due~~months toand increases in volume during winter months, although we do experience lower volume during winter storms and harsh or extreme cold winter weather. These seasonal and adverse weather conditions in the Detroit metropolitan area may discourage potential customers from visiting us. We believe we have also experienced downturns in customer volume as a consequence of nearby road repairs and construction, which generally occur in the spring, summer and fall, as well as various sporting or ~~closures~~entertainment events simultaneously taking place within the downtown of ~~primary~~the ~~access~~city ~~routes~~of Detroit.

~~The~~We ~~occurrence~~are ofsubject to non-gaming regulation, and any ~~one~~ instances of ~~the~~non-compliance ~~events~~with ~~described~~these ~~above~~laws and regulations could ~~cause~~have a material ~~disruption~~adverse ineffect on our business, financial condition and results of operations.

18We are subject to certain federal, state and local environmental laws, regulations and ordinances that apply to non-gaming businesses generally, including the Clean Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act and the Oil Pollution Act of 1990. Under various federal, state and local laws and regulations, an owner or operator of real property may be held liable for the costs of removal or remediation of certain hazardous or toxic substances or wastes located on its property, regardless of whether or not the present owner or operator knows of, or is responsible for, the presence of hazardous or toxic substances or wastes. In addition, if we discover any significant environmental contamination affecting any of our properties, we could face material remediation costs or additional development costs for future expansion activities. The existence or discovery of an environmental hazard on any of our properties could have a significant adverse effect on our business, results of operations, financial condition and cash flows.

~~Reductions~~Regulations inadopted ~~discretionary~~by ~~consumer~~the ~~spending as~~Financial aCrimes ~~result~~Enforcement Network of ~~downturns~~the U.S. Treasury Department require us to report currency transactions in excess of $10,000 occurring within a gaming day, including identification of the ~~general~~patron ~~economy~~by ~~may~~name and social security number. U.S. Treasury Department regulations also require us to report certain suspicious activity, including any transaction that exceeds $5,000 if we know, suspect or have areason ~~material~~to ~~adverse~~believe ~~effect~~that onthe ~~our~~transaction ~~business~~involves funds from illegal activity or is designed to evade federal regulations or reporting requirements. Substantial penalties can be imposed against us if we fail to comply with these regulations.

~~Our~~We ~~business~~are ~~has~~also ~~been~~subject ~~and may continue~~ to ~~be adversely~~a ~~affected~~variety byof ~~the~~other ~~economic~~federal, ~~downturn~~state ~~experienced~~and inlocal ~~the~~laws ~~United States,~~ and ~~more particularly in the Detroit metropolitan area~~regulations, asincluding wethose ~~are~~relating ~~highly~~to ~~dependent on discretionary spending by our patrons. Changes in discretionary consumer spending or consumer preferences brought about by factors such as continued unemployment~~zoning, ~~perceived or actual deterioration in general economic conditions~~construction, ~~the~~ ~~housing~~land ~~and credit market crises~~use, ~~increases in fuel costs~~employment, ~~bank~~advertising ~~failures~~ and the ~~potential~~sale ~~for~~of ~~additional~~alcoholic ~~bank~~beverages. ~~failures,~~If ~~perceived or~~we ~~actual~~are ~~decline~~not in ~~disposable~~compliance ~~consumer~~with ~~income~~these laws and ~~wealth~~regulations, ~~the~~it ~~global~~could ~~economic~~have ~~recession~~a ~~and~~material ~~changes~~adverse ineffect ~~consumer~~on ~~confidence~~our ~~in the~~business, ~~economy~~financial ~~may~~condition ~~continue to reduce customer demand for the leisure activities we offer~~ and ~~may~~results ~~adversely~~of ~~affect our revenues and operating cash flow~~operations.

WeThe ~~have~~imposition ~~significant~~of ~~working~~a ~~capital~~substantial ~~needs, and~~penalty ifor wethe ~~are~~loss ~~unable~~of toservice ~~satisfy~~of ~~those~~a ~~needs~~gaming ~~from~~facility ~~cash~~for ~~generated~~a ~~from~~significant ~~our~~period ~~operations~~of ortime ~~indebtedness,~~could wehave ~~may~~a ~~not~~material beadverse ~~able~~effect toon ~~meet~~ our ~~obligations~~business.

We ~~require~~are significant amounts of working capital to operate our business. In addition to our Revolving Loan facility, we rely on the operation of our facilities as a source of cash. If we experience a significant and sustained drop in operating profits, or ifmay ~~there~~become ~~are~~involved ~~unanticipated reductions~~ in ~~cash inflows~~legal or ~~increases~~regulatory inproceedings ~~cash outlays, we may be subject to cash shortfalls. If such a shortfall were to occur for even a brief period of time, it may have a significant adverse effect on our business. We cannot assure you~~ that ~~our~~if ~~business~~adversely ~~will~~adjudicated ~~generate sufficient cash flow from operations~~ or ~~that we will be able to draw under our Revolving Loan or otherwise~~settled, incould animpact ~~amount sufficient to fund~~ our ~~liquidity~~financial ~~needs~~condition.

~~Our~~From ~~operations~~time to time, we are ~~highly~~defendants ~~taxed~~in various lawsuits and ~~may~~ gaming regulatory proceedings relating to matters incidental to our business. The nature of our business also subjects us to the risk of lawsuits filed by customers, past and present employees, competitors, business partners, Native American tribes and others in the ordinary course of business. As with all litigation, no assurance can be ~~subject~~provided as to ~~higher~~the ~~taxes~~outcome of these matters and in general, litigation can be expensive and time consuming. We may not be successful in the ~~future~~defense or prosecution of these lawsuits, which could ~~adversely~~result in settlements or damages that could significantly impact our ~~profitability~~business, financial condition and results of operations.

In virtually all gaming jurisdictions, state and local governments raise considerable revenues from taxes based on casino revenues and operations. We believe that the prospect of significant additional tax revenue is one of the primary reasons why the state of Michigan and other jurisdictions have legalized gaming. We also pay property taxes, payroll taxes, franchise taxes and income taxes.21

Our ~~profitability depends on generating enough~~ revenues tomay ~~pay~~be ~~regulatory~~negatively ~~fees~~impacted ~~and~~by ~~gaming~~volatility ~~taxes~~in ~~and other mostly variable expenses, such as payroll and marketing, as well as mostly fixed expenses such as~~ our ~~property~~hold ~~taxes and interest expense~~percentage. ~~From~~Our ~~time~~revenues tomay ~~time,~~be ~~state~~further ~~and~~adversely ~~local~~affected ~~governments~~by ~~have~~high-end ~~increased gaming~~players’ ~~taxes, and gaming tax increases can significantly impact the profitability of gaming operations~~winnings. ~~Future changes in the Michigan gaming tax rates that will have a negative impact on our profitability may occur.~~

~~The~~Casino ~~federal~~revenue ~~government~~is ~~has~~recorded as ~~also~~the ~~previously~~difference ~~considered~~between gaming wins and losses or net win from gaming activities. Net win is impacted by variations in the hold apercentage ~~federal~~(the ~~tax~~ratio of net win to total amount wagered), or actual outcome, on ~~casino~~our ~~revenues~~slot machines and ~~may~~table ~~again~~games ~~consider~~and all other games we provide to our customers. We use the hold percentage as an indicator of a ~~federal~~game’s ~~tax~~performance against its expected outcome. Although each game generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. The hold percentage and actual outcome on ~~casino~~our ~~revenues~~games incan be impacted by errors made by our employees, the ~~future.~~number of ~~Any~~games ~~material~~played, ~~increase~~faults inwithin the computer programs that operate our slot machines and the random nature of slot machine payouts. orIf our games perform below their expected range of outcomes, our cash flow may suffer. In addition, although not the ~~adoption~~major focus of ~~additional~~our ~~taxes~~marketing efforts, we have selectively targeted high-end players. Should one or ~~fees~~more ~~could~~of ~~have~~these high-end players win large sums in our casino, or should a material ~~adverse~~amount ~~effect~~of oncredit extended to players not be repaid, our ~~future~~revenues ~~financial~~could ~~results~~be adversely affected.

~~Energy~~Proposed ~~and~~redevelopment ~~fuel~~projects ~~price~~in ~~increases~~the city ~~may~~of ~~adversely affect~~Detroit ~~our~~could ~~revenues~~negatively ~~and~~impact our ~~profitability~~gaming revenue.

~~Our~~Downtown ~~casino~~Detroit, ~~uses~~where ~~significant~~Greektown ~~amounts~~Casino ~~of electricity~~is ~~and~~located, ~~natural~~is ~~gas~~currently undergoing significant redevelopment and revitalization. ~~Substantial~~Numerous ~~increases~~redevelopment projects in the ~~cost~~immediate vicinity of ~~electricity~~Greektown Casino are currently being considered. While we believe this ultimately will ~~negatively~~benefit ~~affect~~Greektown ~~our~~Casino ~~results~~and lead to increased customers and gaming revenues, the costs and complexities of ~~operations.~~such Inprojects ~~addition~~may be greater than we anticipate, ~~energy~~ and ~~fuel~~they ~~price~~could ~~increases~~have inunintended ~~cities~~negative ~~that~~impacts ~~constitute~~on aGreektown ~~significant~~Casino ~~source~~and gaming revenues. For example, the majority of customers at ~~for~~Greektown ~~our~~Casino ~~property~~are ~~could~~locals ~~result~~from the Detroit metropolitan area who depend on certain main roads and arteries in aDetroit, including ~~decline~~Interstate in375, ~~disposable~~to ~~income~~reach ofGreektown ~~potential~~Casino. ~~customers~~The ~~and~~Detroit Downtown Development Authority has hired a ~~corresponding~~traffic ~~decrease~~consultant into ~~visitation~~study the possibility of rebuilding or redirecting the Interstate 375 corridor adjacent to ~~our~~Greektown ~~property~~Casino, which ~~would~~we ~~negatively impact~~believe is vital to our ~~revenues~~business. The ~~extent~~repair, redirection or removal of ~~the~~this ~~impact~~freeway ismay ~~subject~~lead to ~~the~~a ~~magnitude~~decrease ~~and~~in ~~duration~~customers ofat ~~the~~Greektown ~~energy~~Casino, and ~~fuel price increases~~accordingly, ~~but~~could ~~this~~negatively impact ~~could~~our begaming ~~material~~revenues toand ~~our~~ results of operations.

19Cybersecurity risks to operational systems, security systems, or infrastructure owned by the Company, or a third-party vendor or supplier could adversely affect our operations.

~~Extensive~~Interruptions, ~~government~~outages, ~~regulation~~or breaches of operational systems (including business, financial, accounting, and data processing), security systems, or infrastructure, as a result of cyber incidents, could materially ~~impacts~~ ~~our~~disrupt critical operations, disclose confidential intellectual property, and/or ~~any~~give ~~new~~rise ~~gaming~~to ~~laws~~allegations of or ~~regulations~~result ~~may~~in ~~adversely~~a ~~impact~~breach ~~our~~of ~~operations~~data privacy or other regulations within the United States.

~~The~~Failure ~~ownership, management and operation of gaming facilities is subject~~ to ~~extensive~~maintain ~~laws,~~the ~~regulations~~integrity and ordinances that are administered by various federal, state and local governmental entities and agencies. The MGCB has broad authority and discretion to require us and our officers, directors, managers, members, employees, vendors and holders of ~~certain~~internal ofcustomer ~~our~~information ~~debt~~could toresult ~~obtain~~in ~~and~~damage ~~maintain various licenses, registrations, permits, findings~~ of ~~suitability~~reputation and ~~other approvals. To enforce applicable gaming regulations, gaming authorities may, among other things, limit, suspend~~ /or ~~revoke~~subject ~~the~~us ~~licenses,~~to ~~registrations~~fines, ~~permits,~~payment ~~findings~~ of ~~suitability and any other approvals of any gaming entity~~damages, ~~vendor or~~lawsuits ~~individual, and may levy fines~~ or ~~cause~~restrictions aon ~~forfeiture~~our ofuse ~~assets against us~~ or ~~individuals~~transfer ~~for violations~~ of ~~gaming laws or regulations~~data. ~~Any of these actions would have a material adverse effect on us.~~

~~Government~~We collect information relating to our guests for various business purposes, including marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations ~~require~~enacted in the United States. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of security on systems storing our data may result in damage of reputation and/or subject us to fines, ~~among other~~payment ~~things:~~of damages, lawsuits or restrictions on our use or transfer of data.

•Work ~~pay~~stoppages ~~gaming fees, assessments~~ and ~~taxes~~other tolabor ~~the~~problems ~~state~~could ofhave ~~Michigan~~an ~~and~~adverse ~~the~~effect ~~city~~on ofour ~~Detroit;~~business.

•The ~~periodically~~collective ~~renew~~bargaining ~~our~~agreements ~~gaming~~for ~~license~~the inSPFPA ~~Michigan~~and DCC unions are effective until June 16, ~~which~~2016 ~~may~~and beOctober ~~suspended~~16, 2015, respectively. A lengthy strike or ~~revoked~~work ifstoppage weat doour ~~not~~casino ~~meet~~or ~~detailed~~increases ~~regulatory~~in ~~requirements;~~our labor costs resulting from any new agreement could have an adverse effect on our business and results of operations.

•Our ~~receive~~insurance ~~and~~coverage ~~maintain~~may ~~federal~~not ~~and~~be ~~state~~adequate ~~environmental~~to ~~approvals;~~cover all possible losses we could suffer, and, in the future, our insurance costs may increase significantly or we may not be able to obtain the same level of insurance coverage.

•We ~~receive~~may ~~and~~suffer damage to our property caused by a casualty loss (such as fire, natural disasters, acts of war or terrorism), that could severely disrupt our business or subject us to claims by third parties who are injured or harmed. Although we maintain ~~state~~insurance customary in our industry (including property, casualty, terrorism and ~~local~~business ~~licenses~~interruption insurance), that insurance may not be adequate or available to cover all the risks to which our business and ~~permits~~assets may be subject. The lack of sufficient insurance for these types of acts could expose us to ~~sell~~heavy ~~alcoholic~~losses ~~beverages~~if inany damages occur, directly or indirectly, that could have a significant adverse impact on our ~~facilities~~operations.

We are subject to the Michigan Gaming Act and the Michigan Rules, and to local regulation by the city of Detroit, including a Development Agreement with the city of Detroit. Under the state of Michigan Rules, we may not make a public offering of our securities or enter into a debt transaction affecting the capitalization or financial viability of our gaming operations without the prior approval of the MGCB and compliance with our Development Agreement.22

~~Our~~We ~~directors,~~renew ~~officers~~our ~~and~~insurance ~~most~~policies ~~employees, and~~on ~~many~~an ofannual ~~our~~basis. ~~vendors~~If ~~and~~the ~~their~~cost ~~employees~~of ~~performing~~coverage ~~services~~becomes ~~for~~too ushigh, ~~must~~we ~~also~~may beneed ~~approved~~to byreduce ~~the~~our ~~MGCB.~~policy Iflimits ~~the~~or ~~MGCB~~agree ~~were~~ to ~~find~~ acertain ~~director,~~exclusions ~~officer,~~from ~~employee~~our orcoverage ~~vendor~~in order to bereduce ~~unsuitable~~the premiums to an acceptable amount. Among other factors, wehomeland ~~would~~security beconcerns, ~~required~~other tocatastrophic ~~sever~~events, ~~our~~or ~~relationship~~any ~~with~~change ~~that~~in ~~person~~the current U. InS. ~~addition,~~statutory ~~our~~requirement ~~existing~~that ~~gaming~~insurance ~~licenses,~~carriers ~~liquor~~offer ~~licenses,~~coverage ~~registrations,~~for ~~findings~~certain acts of ~~suitability,~~terrorism ~~permits~~could ~~and~~materially ~~approvals~~adversely ~~may~~affect ~~be revoked,~~available ~~suspended~~insurance orcoverage ~~limited~~and orresult ~~not~~in ~~renewed~~increased ~~when~~premiums ~~they~~on ~~expire.~~available ~~Any~~coverage ~~failure~~(which may cause us to ~~renew~~elect orto ~~maintain~~reduce our ~~licenses~~policy orlimits) ~~receive~~and ~~new~~additional ~~licenses when~~exclusions ~~necessary~~from ~~would~~coverage. ~~harm~~Among ~~our~~other ~~business~~potential ~~and~~future ~~revenues.~~adverse ~~The~~changes, ~~compliance~~in ~~costs~~the ~~associated~~future ~~with~~we ~~these~~may ~~laws~~elect to not, ~~regulations~~or ~~and~~may ~~licenses are~~not ~~significant~~be able to, obtain any coverage for losses due to acts of terrorism.

~~The~~Some ~~casino~~of ~~entertainment~~our ~~industry~~material isagreements ~~generally subject~~require us to ~~political,~~maintain ~~legislative~~a ~~and~~certain ~~regulatory~~minimum ~~uncertainty.~~level Ifof ~~additional~~insurance. ~~gaming~~Failure ~~laws~~to ~~and~~satisfy ~~regulations~~these ~~are~~requirements ~~adopted,~~could orresult ~~if current gaming laws or regulations are modified~~ in ~~the~~an ~~state~~event of ~~Michigan,~~default ~~any~~under ~~newly~~these ~~imposed~~agreements, ~~restrictions~~which, ordepending ~~costs could have a significant adverse effect~~ on ~~us.~~the ~~From~~nature ~~time~~of tothe ~~time~~agreement, ~~various~~could ~~proposals~~cause ~~are~~cross-defaults ~~introduced~~to inother ~~the~~agreements, ~~state~~any of ~~Michigan~~which ~~legislature~~could ~~that,~~materially ifand ~~enacted, could~~ adversely affect ~~the~~our ~~regulatory,~~business ~~operational or other aspects of the gaming industry~~ and ~~our~~results ~~company. Legislation~~ of ~~this type may be enacted in the future that may impact our~~ operations.

WeOur ~~are~~historical ~~subject~~consolidated tofinancial ~~compliance~~information ~~with~~will anot ~~regulatory fixed~~be ~~charge~~comparable ~~coverage~~to ~~ratio~~financial ~~maintenance~~information ~~covenant~~for ~~required~~future byperiods ~~the~~due ~~MGCB~~to push-down accounting.

InDue ~~connection~~to ~~with~~the ~~our~~significance ~~emergence~~of ~~from~~the ~~Chapter 11~~ownership interest acquired by Athens, the ~~MGCB~~Company ~~issued~~applied anpush-down ~~order~~accounting ~~granting~~of ~~approval~~the ofacquisition ~~our~~by ~~new~~Athens. ~~ownership~~The ~~structure,~~Company ~~capitalization~~revalued its assets and ~~management~~liabilities ~~which~~based ~~provides~~on ~~that we~~their ~~must~~fair ~~comply~~values at April 1, 2013 (the “Acquisition Date”), in accordance with FASB ASC 805 Business Combinations. As a ~~minimum~~result, ~~fixed~~the ~~charge~~consolidated ~~coverage~~financial ~~ratio~~statements ~~maintenance~~have ~~covenant~~been prepared to reflect the push-down accounting adjustments arising from these transactions. The ~~covenant~~preliminary ~~requires~~purchase usprice toallocation ~~maintain~~is abased ~~ratio~~on ~~of EBITDA~~all toinformation ~~fixed~~currently ~~charges~~available, ~~(each~~however, asis ~~defined~~preliminary in nature as the ~~order)~~third onparty ~~the~~valuations ~~last~~have ~~day~~not ofbeen ~~each~~finalized. ~~calendar~~The ~~quarter~~amounts reported in consolidated financial statements subsequent to the application of ~~not~~push-down ~~less~~accounting ~~than~~are ~~1.05~~materially different relative to 1historical consolidated financial statements.~~00.~~

20The interests of Athens may conflict with or differ from our interests.

~~The~~Athens ~~fixed~~and ~~charge~~its ~~coverage~~affiliates ~~ratio~~are isin ~~measured~~the onbusiness aof ~~trailing~~making ~~four~~investments ~~quarter~~in ~~basis.~~companies, Weand ~~are~~may ~~required~~from time to ~~comply~~time ~~with this~~acquire ~~covenant~~and ~~for~~hold sointerests ~~long~~in asbusinesses ~~any~~that ~~indebtedness~~compete isdirectly ~~outstanding~~or ~~under~~indirectly ~~our~~with ~~Revolving~~us. ~~Loan~~For ~~facility~~example, ~~and~~Athens’ ~~the~~affiliate ~~Senior~~Rock ~~Secured~~Gaming, ~~Notes.~~with ~~Although we~~joint ~~were~~venture inpartner ~~compliance~~Caesars ~~with~~Entertainment ~~this~~Corporation, ~~covenant~~operates asHorseshoe ofCasinos ~~December~~in 31Cleveland and Cincinnati, ~~2012~~Ohio, ~~the~~which ~~Company~~may ~~does~~compete ~~not~~with ~~anticipate~~us ~~being~~for ~~able~~customers. toAny ~~maintain~~such investment may increase the ~~required minimum~~potential ~~ratio~~for conflicts of ~~EBITDA~~interest. toThere ~~fixed~~are ~~charges~~no ~~for~~agreements that govern the ~~twelve~~outcome ~~month~~of ~~measurement~~any ~~period~~conflicts ~~ending~~of ~~March~~interest ~~31,~~among ~~2013,~~us ~~based~~and ~~upon~~any ~~current~~affiliates ~~estimates~~of Athens. At ~~the~~There ~~April~~is 9no assurance that when conflicts of interest arise, ~~2013~~any ~~meeting~~or all of ~~the~~these ~~MGCB~~affiliates will act in our best interests or that any conflict of interest will be resolved in our favor. Moreover, the ~~MGCB~~concentration ~~approved~~of ~~the~~ownership ~~Company’s~~held ~~request~~by ~~for~~Athens ~~suspension~~could delay, defer or prevent a change of ~~the~~control ~~covenant for~~of ~~the~~our ~~measurement~~company ~~period~~or ~~ending~~impede ~~March~~a 31merger, ~~2013.~~takeover ~~The~~or ~~MGCB~~other ~~order~~business combination that may otherwise be viewed favorably to us. Athens may also ~~contains~~pursue acquisition opportunities that may be complementary to our business, and as a ~~limitation~~result, onthose ~~certain~~acquisition ~~restricted~~opportunities ~~payments.~~may ~~See “Regulatory~~not ~~Covenants~~be available to us.”

If we fail to comply with these requirements and we are not able to obtain a waiver from the MGCB, we could be subject to additional restrictions on our ability to operate our casino business, fines and suspension or revocation of our gaming license. The revocation of our gaming license or its suspension for more than a short time could result in an event of default under the credit agreement governing the Revolving Loan facility and an event of default under the indenture governing the Senior Secured Notes and could materially adversely affect or eliminate our ability to generate revenue from our casino operations. Even though we obtained a suspension of the covenant for the measurement period ending March 31, 2013, the MGCB may impose additional covenants or other restrictions on our ability to incur indebtedness, which could materially adversely affect our business. 23

AITEM ~~smoking~~1B. ~~ban~~UNRESOLVED inSTAFF ~~casinos located in the state of Michigan or the city of Detroit could have a negative impact on our business and operations.~~COMMENTS

~~From~~Not ~~time to time, individual jurisdictions have considered legislation or referendums, such as bans on smoking in casinos and other entertainment and dining facilities~~applicable. Such bans have been implemented in jurisdictions in which gaming facilities are located and such bans have had a negative impact on business and operations. Although the smoking ban adopted by the state of Michigan on December 10, 2009, which became effective May 1, 2010, exempts the gaming area (the smoking ban applies to our bars and restaurants) of the Detroit Commercial Casinos, if a more expansive ban were implemented in the state of Michigan or the city of Detroit, such a ban could adversely impact our business and operations.

WeITEM ~~are subject to all operating risks common to the hotel business, which may adversely affect our hotel occupancy and rental rates~~2. PROPERTIES

~~The~~We ~~hotel~~own ~~built~~the inland ~~connection~~on ~~with~~which ~~the~~Greektown ~~Expanded Complex~~Casino is ~~the~~located ~~first~~through ~~hotel~~Greektown atLLC, ~~Greektown~~except ~~Casino.~~with ~~The~~respect ~~hotel~~to ~~business~~a isportion ~~highly~~of ~~competitive~~the ~~and~~casino ~~generally~~complex ~~will~~known beas ~~subject~~the toSt. ~~greater volatility~~Mary’s ~~than~~School ~~our~~Building ~~gaming~~which ~~business.~~we ~~Operating~~lease ~~risks~~from ~~common~~Allen toVigneron, Roman Catholic Archbishop of the ~~hotel~~Archdiocese ~~business~~of ~~could~~Detroit. ~~adversely~~We ~~affect~~also ~~hotel~~own ~~occupancy~~various parking lots and ~~the rates~~garages that ~~can~~we beown ~~charged~~through ~~for~~Greektown ~~hotel rooms~~LLC, asContract ~~well~~Builders asor ~~increase~~Realty Equity. We believe that all of our ~~operating~~current ~~expenses,~~facilities are in good condition and ~~generally~~are ~~include:~~suitable and adequate for the purposes for which they are used.

•In ~~competition~~the ~~from~~past, ~~existing~~we ~~hotels~~have inalso ~~our~~entered ~~market~~into non-cancelable operating leases, primarily for office and ~~new~~for ~~hotels~~warehouse ~~entering~~space, ~~our~~equipment ~~market~~and vehicles; certain of these leases include escalation clauses relating to the Consumer Price Index, utilities, taxes and other operating expenses. However, the Company did not enter into any of these agreements for the year ended December 31, 2013.

•We ~~reduced~~lease ~~business~~certain ~~and~~portions ~~leisure~~of ~~travel~~our ~~due~~owned facilities to ~~energy~~third ~~costs~~parties ~~and~~under ~~other~~operating ~~travel expenses~~leases, orprimarily ~~geo-political~~for ~~uncertainty~~retail use. Rental income under these leases for the year ended December 31, ~~including~~2013 ~~terrorism;~~was $0.6 million.

•ITEM ~~adverse~~3. ~~effects~~LEGAL ~~of a decline in general and in local economic activity;~~PROCEEDINGS

•As part ~~adverse~~of ~~weather;~~the bankruptcy reorganization process, the Company engaged Moelis & Company, LLC (“Moelis”) to act as investment banker. The Moelis engagement letter provided for a success fee if certain requirements were met. The Company had filed a $2.6 million settlement for Moelis’s administrative claim with the United States Bankruptcy Court for the Eastern District of Michigan (“Bankruptcy Court”). The Bankruptcy Court approved the settlement on August 16, 2013 and the Company paid the settlement on September 5, 2013.

•The ~~the~~Company ~~quality~~requested ~~and~~a ~~performance~~ruling from the Michigan Department of Treasury regarding certain potential tax liabilities under the ~~managers~~Michigan ~~and~~Business ~~other~~Tax ~~staff~~(“MBT”) ofarising ~~our~~from ~~hotel;~~the June 30, 2010 restructuring transactions. Such potential claims include a contingent liability for gross receipts tax under the MBT. The Company had asked the Bankruptcy Court to issue a determination as to these matters. A hearing on the Company’s request for a determination was held on March 21, 2011, at which time the Bankruptcy Court requested that the parties submit further briefing. Such briefing was submitted and on May 16, 2013, the Bankruptcy Court ruled the Company was not liable for the gross tax receipts under the MBT.

•The ~~risks~~Company ~~generally~~is ~~associated~~a ~~with~~defendant in various other pending litigations. In management’s opinion, the ~~ownership~~ultimate outcome of ~~hotels~~such ~~and~~litigation ~~real~~will ~~estate~~not have a material adverse effect on the results of operations or the financial position of the Company.

~~MGM~~ITEM ~~Detroit, MotorCity, and Caesars Windsor all have hotels connected to their gaming facilities and other new hotel projects in our vicinity have recently opened~~4. ~~This~~REMOVED ~~competition may~~AND ~~adversely affect our occupancy and rental rates.~~RESERVED

2124

WePART ~~face the risk of fraud or cheating commonly faced by the gaming business, which could adversely affect our revenues and profitability.~~II

~~Players~~ITEM ~~in our casino may commit fraud or cheat in order to increase their winnings~~5. ~~Acts~~MARKET ofFOR ~~fraud~~REGISTRANT’S orCOMMON ~~cheating could involve the use of counterfeit chips or other tactics~~EQUITY, ~~possibly in~~RELATED ~~collusion~~STOCKHOLDER ~~with~~MATTERS ~~our~~AND ~~employees.~~ISSUER ~~Internal~~PURCHASES ~~acts~~OF ofEQUITY cheating could also be conducted by employees through collusion with dealers, surveillance staff, floor managers or other casino or gaming area staff. Failure to discover such acts or schemes in a timely manner would negatively impact our gaming revenues. In addition, negative publicity related to such schemes could have an adverse effect on our reputation, thereby materially and adversely affecting our business, financial condition and results of operations.SECURITIES

~~Our~~Market ~~business may be adversely affected by our ability to retain key personnel.~~Information

WeNo ~~depend~~established onpublic ~~the~~trading ~~continued~~market ~~performance~~exists offor ~~our entire~~the ~~executive~~Company’s ~~management~~membership ~~team.~~interests, Ifwhich weare ~~lose~~held ~~the~~by ~~services~~one ofowner. ~~any~~There ofare ~~our~~no ~~key~~current ~~personnel~~plans, ~~and~~proposals, ~~cannot~~arrangements ~~replace~~or ~~such~~understandings ~~persons~~with inany aperson ~~timely manner,~~with itregard ~~could~~to ~~have~~the andevelopment ~~adverse~~of ~~effect~~a ontrading market in our ~~business~~equity.

~~Our business and results of operations could be adversely affected by weather-related factors and seasonality.~~Holders

~~Our gaming~~As ~~operations and results~~ of ~~operations~~December ~~may~~31, ~~be adversely affected by weather-related and seasonal factors. We have experienced downturns in customer volume during the summer months and increases in volume during winter months~~2013, ~~although~~ we dohad ~~experience~~one ~~lower volume~~owner during winter storms and harsh winter weather. Adverse weather conditions in the Detroit metropolitan area may discourage potential customers from visiting us. We believe we have also experienced downturns in customer volume as a consequence of ~~nearby road~~our ~~repairs~~membership ~~and construction, which generally occur in the spring, summer and fall, as well as various sporting or entertainment events simultaneously taking place within the downtown of the city of Detroit~~interests.

We are subject to non-gaming regulation, and any instances of non-compliance with these laws and regulations could have a material adverse effect on our business, financial condition and results of operations.Dividends

We ~~are~~have ~~subject~~never topaid ~~certain~~a ~~federal,~~dividend ~~state~~ and ~~local~~ ~~environmental~~do ~~laws,~~not ~~regulations~~anticipate ~~and~~paying ~~ordinances~~one ~~that~~in ~~apply to non-gaming businesses generally, including~~ the ~~Clean~~foreseeable ~~Air Act, the Clean Water Act, the Resource Conservation Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act and the Oil Pollution Act of 1990~~future. ~~Under~~The ~~various~~Company ~~federal, state and local laws and regulations, an owner or operator of real property~~ may benot ~~held~~pay ~~liable~~any ~~for~~dividends ~~the~~unless ~~costs~~such ofdividends ~~removal~~are orapproved ~~remediation of certain hazardous or toxic substances or wastes located on its property~~by, ~~regardless~~and ofissued ~~whether~~in orcompliance ~~not~~with the ~~present~~regulations ~~owner~~and orrestrictions ~~operator~~imposed ~~knows~~by ~~of, or is responsible for,~~ the ~~presence of hazardous or toxic substances or wastes~~MGCB. In addition, if we discover any significant environmental contamination affecting any of our properties, we could face material remediation costs or additional development costs for future expansion activities. The existence or discovery of an environmental hazard on any of our properties could have a significant adverse effect on our business, results of operations, financial condition and cash flows.

~~Regulations~~For ~~adopted~~information byrelating ~~the Financial Crimes Enforcement Network of the U.S. Treasury Department require us~~ to ~~report~~Stock ~~currency~~Based ~~transactions~~Compensation, insee ~~excess~~Part ~~of $10~~III,~~000~~ ~~occurring~~Item ~~within a~~12 ~~gaming~~– ~~day,~~Security ~~including~~Ownership ~~identification~~ of ~~the~~Certain ~~patron~~Beneficial byOwners ~~name~~ and ~~social~~Management ~~security~~and ~~number.~~Related ~~U.S.~~Shareholder Treasury Department regulations also require us to report certain suspicious activity, including any transaction that exceeds $5,000 if we know, suspect or have reason to believe that the transaction involves funds from illegal activity or is designed to evade federal regulations or reporting requirementsMatters. ~~Substantial penalties can be imposed against us if we fail to comply with these regulations.~~

22For additional information relating to the Common Stock, Preferred Stock, and Preferred Warrants of our Predecessor, see Part III, Item 8 - Financial Statements and Supplementary Data.

WeReverse ~~are~~Stock also subject to a variety of other federal, state and local laws and regulations, including those relating to zoning, construction, land use, employment, advertising and the sale of alcoholic beverages. If we are not in compliance with these laws and regulations, it could have a material adverse effect on our business, financial condition and results of operations.Split

~~The~~On ~~imposition~~December of19, 2013, Greektown Superholdings, Inc. filed a ~~substantial~~Certificate ~~penalty~~of orAmendment to its Restated Certificate of Incorporation (the ~~loss~~ “Certificate of ~~service~~Amendment “), with the Secretary of aState ~~gaming~~of ~~facility~~the ~~for~~state of Delaware, to effect a ~~significant~~1-for-104,501 ~~period~~reverse stock split of ~~time~~the ~~could~~Predecessor’s ~~have~~Series aA-1 ~~material~~Common ~~adverse~~Stock ~~effect~~(the “Reverse Stock Split”). The Certificate of Amendment became effective on ~~our~~December ~~business~~19, 2013.

WeThe ~~are~~MGCB orapproved ~~may~~the ~~become~~Reverse ~~involved~~Stock Split and Certificate of Amendment during its meeting on December 11, 2013. As described in ~~legal or~~the ~~regulatory~~Company’s ~~proceedings~~definitive ~~that~~information ifstatement ~~adversely~~filed ~~adjudicated~~with orthe ~~settled~~Securities and Exchange Commission on November 27, ~~could~~2013 ~~impact~~(the ~~our~~“Information ~~financial~~Statement”), ~~condition~~the Company’s Board of Directors approved the Certificate of Amendment on December 16, 2013, and the Company’s majority stockholder, acting by written consent, approved the Certificate of Amendment.

~~From~~As ~~time~~a toresult ~~time, we are defendants in various lawsuits and gaming regulatory proceedings relating to matters incidental to our business. The nature~~ of ~~our business also subjects us to~~ the ~~risk~~Reverse ofStock ~~lawsuits filed by customers~~Split, ~~past~~every ~~and present employees~~104,501 ~~competitors,~~shares ~~business~~of ~~partners, Native American tribes and others in~~ the ~~ordinary~~Predecessor’s ~~course~~pre-Reverse ofStock ~~business.~~Split AsSeries ~~with~~A-1 ~~all~~Common ~~litigation,~~Stock nowill ~~assurance can~~ be ~~provided~~combined ~~as to the outcome of these matters~~ and inreclassified ~~general,~~into ~~litigation~~one ~~can~~share beof ~~expensive and time consuming. We may not be successful in~~ the ~~defense~~Company’s orSeries ~~prosecution of~~A-1 ~~these~~Common ~~lawsuits, which could result in settlements or damages that could significantly impact our business, financial condition and results of operations~~Stock.

~~Our~~No ~~revenues~~fractional ~~may~~shares bewere ~~negatively~~issued ~~impacted by~~in ~~volatility~~connection inwith ~~our~~the ~~hold~~Reverse ~~percentage~~Stock Split. ~~Our~~In ~~revenues~~accordance ~~may~~with bethe ~~further~~Certificate ~~adversely~~of ~~affected~~Amendment, bystockholders ~~high~~who would have otherwise been due a fractional share will receive $90 per share of Series A-~~end~~1 ~~players~~Common Stock held prior to the Reverse Stock Split. As described in the Company’s ~~winnings~~definitive information statement filed with the Securities and Exchange Commission on November 27, 2013, as a result of the Reverse Stock Split, Athens became the sole stockholder of the Predecessor.

Casino revenue is recorded as the difference between gaming wins and losses or net win from gaming activities. Net win is impacted by variations in the hold percentage (the ratio of net win to total amount wagered), or actual outcome, on our slot machines and table games and all other games we provide to our customers. We use the hold percentage as an indicator of a game’s performance against its expected outcome. Although each game generally performs within a defined statistical range of outcomes, actual outcomes may vary for any given period. The hold percentage and actual outcome on our games can be impacted by errors made by our employees, the number of games played, faults within the computer programs that operate our slot machines and the random nature of slot machine payouts. If our games perform below their expected range of outcomes, our cash flow may suffer. In addition, although not the major focus of our marketing efforts, we have selectively targeted high-end players. Should one or more of these high-end players win large sums in our casino, or should a material amount of credit extended to players not be repaid, our revenues could be adversely affected.25

~~Cybersecurity~~On ~~risks~~December to20, ~~operational~~2013, ~~systems~~Newco Sub merged with and into the Company, ~~security~~ ~~systems~~with Greektown Superholdings surviving the merger, orpursuant ~~infrastructure~~to ~~owned~~an byAgreement and Plan of Merger between Newco Sub and the Company (the “Newco Sub Merger”). Immediately after the Newco Sub Merger became effective, oron aDecember ~~third-party~~20, ~~vendor~~2013, orGreektown ~~supplier~~Superholdings merged with and into Greektown Holdings, with Greektown Holdings surviving the merger, pursuant to an Agreement and Plan of Merger between Greektown Superholdings and Greektown Holdings (the “Holdings Merger”). The Holdings Merger resulted in a taxable liquidation of Greektown Superholdings.

~~Interruptions,~~ITEM ~~outages,~~6. orSELECTED ~~breaches~~FINANCIAL of operational systems (including business, financial, accounting, and data processing), security systems, or infrastructure, as a result of cyber incidents, could materially disrupt critical operations, disclose confidential intellectual property, and/or give rise to allegations of or result in a breach of data privacy or other regulations within the United States.DATA

~~Failure~~Not ~~to maintain the integrity of internal customer information could result in damage of reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of data~~applicable.

We collect information relating to our guests for various business purposes, including marketing and promotional purposes. The collection and use of personal data are governed by privacy laws and regulations enacted in the United States. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our ability to market our products, properties and services to our guests. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) or a breach of security on systems storing our data may result in damage of reputation and/or subject us to fines, payment of damages, lawsuits or restrictions on our use or transfer of data.26

23ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Work~~The ~~stoppages~~following discussion should be read in conjunction with the Consolidated Financial Statements, and ~~other~~the ~~labor~~accompanying ~~problems~~ notes presented in Item 8 of this report. Except for historical information, the discussion in this section contains forward-looking statements that involve risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct. These forward-looking statements are subject to certain known and unknown risks and uncertainties, as well as assumptions that could ~~have~~cause anactual ~~adverse~~results ~~effect~~to differ materially from those reflected in these forward-looking statements. Readers are cautioned not to place undue reliance on ~~our~~any ~~business~~forward-looking statements contained in this report, which reflect management’s opinions only as of the date hereof.

~~The~~Selected ~~collective~~Financial bargaining agreements for the SPFPA and DCC unions are effective until June 16, 2016 and October 16, 2015, respectively. A lengthy strike or work stoppage at our casino or increases in our labor costs resulting from any new agreement could have an adverse effect on our business and results of operations.Information

~~Our~~Due ~~insurance~~to ~~coverage~~the ~~may~~significance ~~not~~of bethe ~~adequate to~~97.6% ~~cover~~ownership ~~all~~interest ~~possible~~acquired ~~losses~~by weAthens ~~could~~in ~~suffer~~April through June, 2013 (the “Athens Transaction”), the values of the Predecessor’s assets, including intangible assets and liabilities, have been adjusted to their estimated fair values on our consolidated balance sheet. We revalued the assets and liabilities based on their fair values at the date Athens acquired a controlling interest in the ~~future~~Company, ~~our~~effective ~~insurance~~April ~~costs~~1, ~~may~~2013 ~~increase~~(“Acquisition ~~significantly~~Date”), orin weaccordance ~~may~~with ~~not be~~business ~~able~~combination toaccounting ~~obtain~~standards (push-down accounting). Accordingly, a new basis of accounting had been established and, for accounting purposes, the ~~same~~old ~~level~~entity (the “Predecessor”) has been terminated and a new entity (the “Successor”) had been created. This distinction is made throughout this Annual report on Form 10-K through the inclusion of ~~insurance~~a ~~coverage~~vertical black line between the Predecessor and the Successor. See Note 3 for further information on the Athens Transaction. In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805 Business Combinations the preliminary allocation is subject to additional adjustments within one year from the Athens Transaction as valuations are finalized.

We may suffer damage to our property caused by a casualty loss (such as fire, natural disasters, acts of war or terrorism), that could severely disrupt our business or subject us to claims by third parties who are injured or harmed. Although we maintain insurance customary in our industry (including property, casualty, terrorism and business interruption insurance), that insurance may not be adequate or available to cover all the risks to which our business and assets may be subject. The lack of sufficient insurance for these types of acts could expose us to heavy losses if any damages occur, directly or indirectly, that could have a significant adverse impact on our operations.


(in thousands)	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Statement of Operations Data:
Revenues:
Casino	$	236,912		$	85,613		$	346,544
Food and beverage		17,627			5,939			22,827
Hotel		9,595			3,070			12,117
Other		4,811			1,491			5,414
Total revenues		268,945			96,113			386,902
Less promotional allowances		44,272			15,035			55,186
Net revenues		224,673			81,078			331,716
Direct operating expenses		144,927			52,768			211,767
Indirect operating expenses		102,732			22,534			76,331
Total operating expenses		247,659			75,302			288,098
Income from operations		(22,986	)		5,776			43,618
Other expense		(29,938	)		(15,185	)		(60,475	)
Loss before provision for income taxes		(52,924	)		(9,409	)		(16,857	)
Provision for income taxes		33,193			(1,746	)		(6,938	)
Net income/(loss)	$	(19,731	)	$	(11,155	)	$	(23,795	)

We renew our insurance policies on an annual basis. If the cost of coverage becomes too high, we may need to reduce our policy limits or agree to certain exclusions from our coverage in order to reduce the premiums to an acceptable amount. Among other factors, homeland security concerns, other catastrophic events, or any change in the current U.S. statutory requirement that insurance carriers offer coverage for certain acts of terrorism could materially adversely affect available insurance coverage and result in increased premiums on available coverage (which may cause us to elect to reduce our policy limits) and additional exclusions from coverage. Among other potential future adverse changes, in the future we may elect to not, or may not be able to, obtain any coverage for losses due to acts of terrorism.27

~~Some~~Background of our material agreements require us to maintain a certain minimum level of insurance. Failure to satisfy these requirements could result in an event of default under these agreements, which, depending on the nature of the agreement, could cause cross-defaults to other agreements, any of which could materially and ~~adversely affect our business and results of operations.~~Overview

~~Athens~~Greektown ~~will~~Holdings, ~~own~~L.L.C ais ~~large~~the ~~amount~~successor ofby ~~our stock~~merger ~~and~~to ~~therefore~~Greektown ~~can~~Superholdings, ~~exert significant influence over our management and policies~~Inc.

~~Upon~~Greektown ~~completion~~Holdings, ofL.L.C. ~~its~~(“Greektown ~~purchase~~Holdings,” ofand ~~shares which~~together itwith ~~has~~its ~~contracted~~wholly-owned tosubsidiaries ~~purchase~~“we,” ~~Athens~~“our,” ~~will~~“us,” ~~own~~or ~~approximately 76.8% of~~ the ~~voting~~“Company,” ~~power~~unless ofotherwise ~~all~~required) ~~securities~~was ~~of the~~formed ~~company.~~in InSeptember ~~view~~2005 ofas ~~its~~a ~~large~~limited ~~percentage~~liability ofcompany. ~~voting~~Greektown ~~power,~~Holdings ~~Athens~~owns ~~will~~Greektown ~~have~~Casino ~~the~~L.L.C. ~~ability~~(“Greektown toLLC”), ~~exert~~which ~~significant influence~~is ~~over~~engaged ~~management~~in ~~and~~ the ~~approval~~operation of ~~any~~a ~~other~~hotel ~~action~~and ~~requiring~~casino ~~the~~gaming ~~approval~~facility ofknown ~~our~~as ~~stockholders,~~Greektown ~~including~~Casino-Hotel ~~any amendments~~(“Greektown toCasino”) ~~our~~located ~~certificate~~in ofdowntown ~~incorporation,~~Detroit. aGreektown ~~sale~~LLC ofopened ~~all~~November ~~or substantially all of our assets~~10, a2000 ~~merger~~under or a ~~going private~~license ~~transaction.~~granted ~~Under~~by the ~~Stockholders~~Michigan ~~Agreement,~~Gaming ~~Athens~~Control isBoard ~~required~~(“MGCB”) toand ~~effect~~ a ~~Short-Form~~development ~~Merger~~agreement ~~within~~with ~~twenty business days of it becoming~~ the ~~owner~~city of ~~90%~~Detroit of (the ~~Company’s~~“Development ~~shares~~Agreement”).

WeGreektown ~~might~~Superholdings, ~~not~~Inc. ~~have~~(“Greektown ~~sufficient~~Superholdings”) ~~funds~~was ~~to cover~~incorporated ~~potential~~under ~~mandatory~~the ~~repurchase~~laws ~~costs~~of ~~due~~the tostate of Delaware on March 17, 2010. On June 30, 2010, each of Greektown Superholdings and its wholly-owned subsidiary, Greektown Newco Sub, Inc. (the ~~change~~“Newco Sub”), held 50% of ~~control~~the outstanding membership interests of Greektown Holdings. Greektown Superholdings was a holding company that had no other operating assets.

~~The~~Between ~~acquisition~~April by2013 ~~Athens~~and ofJune ~~the shares it has contracted to purchase, which was approved by the MGCB on April 9,~~ 2013,~~will~~ ~~constitute~~Athens aAcquisition ~~change~~LLC ~~of control under the Indenture~~ (~~as defined below~~“Athens”), ~~governing~~a ~~our~~company ~~Senior~~owned ~~Secured~~by ~~Notes~~Daniel ~~(as defined below). As such~~Gilbert, weacquired ~~would~~from beshareholders ~~required~~of toGreektown ~~offer~~Superholdings tosecurities ~~repurchase the~~representing ~~Senior~~an ~~Secured~~aggregate ~~Notes at 101%~~ of ~~their principal amount, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date~~97.6% ~~It is possible that we will not have sufficient funds at the time~~ of ~~such~~voting ~~payment~~power ~~date to make the required repurchase~~ of ~~the~~all ~~Senior~~securities ~~Secured Notes from holders~~ of ~~the~~Greektown ~~Senior Secured Notes who elect to have their share repurchased~~Superholdings. If we are required to repurchase any meaningful amount of such notes, we are likely to require third party financing. Neither Athens nor any other third party is obligated to purchase the Senior Secured Notes that are tendered. Further, we have not obtained any commitment to provide financing for any such purchase and there can be no assurance that we would be able to obtain such third party financing within in a timely manner, or at all.

~~Further,~~ In ~~as reported in~~ December, ~~2012~~2013, ~~we had~~Greektown ~~priced~~Superholdings ~~credit~~was ~~facilities~~restructured ~~intended~~upon tothe ~~replace~~consummation ~~our~~of ~~outstanding~~the ~~Senior~~following ~~Secured Notes and revolving credit facility in their entirety.~~events: ~~The~~(i) ~~closing~~a ~~under~~“reverse ~~such~~stock ~~credit~~split,” ~~facilities~~upon ~~did~~which ~~not~~Athens ~~occur~~cashed ~~due~~out ~~in part to~~ the ~~Athens~~remaining ~~acquisition~~shareholders ~~and~~of ~~its~~Greektown ~~effect~~Superholdings ~~on us~~ and ~~on the proposed~~ ~~financing.~~therefore Wetook ~~will~~Greektown ~~continue~~Superholdings toprivate; ~~revisit~~(ii) ~~our~~assumption ~~capital~~of ~~structure~~Greektown toMothership ~~provide~~Corporation ~~greater~~(“Greektown ~~flexibility~~Mothership”), a ~~and~~Delaware ~~reduce~~corporation ~~our~~formed ~~annual~~in ~~cash~~October ~~interest expense.~~2013, Inof ~~connection~~the ~~with~~obligations ~~any~~and ~~such~~rights ~~refinancing,~~as wea ~~may~~co-issuer ~~redeem~~of the outstanding Senior Secured Notes ~~in accordance with the terms set forth~~; in(iii) ~~the~~merger ~~Indenture~~of atGreektown ~~the~~Newco ~~price specified in the Indenture (106~~Sub.~~5% through December 31~~, ~~2013; 103~~Inc.~~5% from January 1~~, ~~2014~~a ~~through December~~wholly ~~31,~~owned ~~2014;~~subsidiary ~~and~~of ~~par~~Greektown ~~thereafter).~~Superholdings, ~~There~~with isGreektown ~~no assurance when or whether any such refinancing will be consummated~~ Superholdings as itthe ~~will be~~surviving ~~dependent~~entity; ~~upon,~~(iv) ~~among~~merger ~~other~~of ~~factors,~~Greektown ~~general~~Superholdings ~~economic~~with and ~~market~~into ~~conditions.~~its ~~Further,~~wholly weowned ~~may~~subsidiary, inGreektown ~~our sole discretion~~Holdings, ~~from~~ ~~time~~with toGreektown ~~time,~~Holdings ~~purchase~~as ~~any~~the ~~outstanding~~surviving ~~Senior~~entity; ~~Secured~~and ~~Notes~~(v) ~~through~~insertion ~~open~~of ~~market~~Greektown orMothership, ~~privately negotiated transactions~~LLC, ~~one~~a orsubsidiary ~~more additional~~of ~~tender~~Athens, orinto ~~exchange offers or otherwise which may result in consideration that is more or less than~~ the corporate ~~price~~structure ~~paid~~as in the ~~Change~~parent of ~~Control~~Greektown ~~offer~~Holdings. ~~Any such redemption or purchase would be subject to receipt of the required approvals under our Revolving Loan agreement and from the MGCB.~~

24Through Greektown LLC, we own and operate Greektown Casino, which opened in November 2000 within the historic Greektown district of downtown Detroit. Greektown Casino is one of only three commercial casinos licensed to operate in the state of Michigan and our Expanded Complex offers a range of gaming, dining and entertainment alternatives, including:

~~Risks~~● ~~Related~~approximately 100,000 square-feet of gaming space with approximately 2,850 slot machines and approximately 63 table games, including a 12,500 square-foot salon dedicated to ~~our~~high-limit ~~Emergence~~gaming, ~~from~~and ~~Bankruptcy~~a live poker room;

~~Certain~~● ~~contingent~~approximately ~~claims~~3,709 ~~against~~attached ~~the Debtors~~parking inspaces, ~~bankruptcy~~including ~~remain~~899 ~~outstanding~~parking ~~and~~spaces ~~additional~~for ~~claims~~valet ~~may~~parking beservices, ~~filed~~ and ~~are~~1,750 ~~subject~~unattached toparking ~~adjustment before we are able to satisfy such claims.~~spaces;

On● May 29, 2008 (the “Petition Date”), Greektown Holdings, its direct and indirect subsidiaries and certain affiliates (collectively, the “Debtors”) filed voluntary petitions to reorganize their businesses under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Eastern District of Michigan (the “Bankruptcy Court”). A number of contingent claims were filed against the Debtors in their bankruptcy proceedings. The deadline to file administrative claims, professional claims and substantial contribution claims occurred on August 14, 2010. In particular, the Debtors engaged Moelis & Company, LLC (“Moelis”) to act as investment banker as part of the bankruptcy reorganization process. Moelis has asserted a claim for $12.9 million in fees and expenses of which approximately $3 million was paid prior to the Effective Date. The Company believes such amount substantially exceeds the amount to which Moelis is entitled under its engagement letter. The Company has filed an objection to Moelis & Company LLC’s administrative claim10,000 ~~and~~square afeet ~~hearing on that matter before the United States Bankruptcy Court for the Eastern District~~ of ~~Michigan~~convention ~~is scheduled for May 21, 2013.~~ space;

~~Our~~● ~~historical~~a ~~consolidated~~400-room ~~financial information will not be comparable to financial information for future periods due to our emergence from bankruptcy.~~hotel;

~~During~~● ~~the~~several ~~course~~restaurants ofand ~~the~~food ~~Chapter~~outlets 11on ~~proceedings, our financial results were volatile as asset impairments, government regulations, reductions in discretionary consumer spending as a result of~~ the ~~downturns~~gaming infloor; ~~the general economy, bankruptcy professional fees, contract terminations~~ and rejections and claims assessments, among other things, significantly impacted our consolidated financial statements. The amounts reported in consolidated financial statements subsequent to our emergence from bankruptcy will materially change relative to historical consolidated financial statements.

~~The~~● ~~Plan~~multiple ~~may~~bars ~~cause us to be subject to significant federal, state, local~~ and ~~other~~entertainment ~~taxes and the taxes actually payable may exceed the amount of applicable reserves~~facilities.

~~The~~Access ~~income~~to ~~taxation~~Greektown ofCasino ~~Greektown~~is ~~under~~facilitated ~~federal~~by a nearby off-ramp from ~~law~~Interstate 375 and ~~laws~~several ofinterstate ~~the~~highways ~~state~~passing ofthrough ~~Michigan~~the indowntown ~~connection~~of ~~with~~ the ~~Plan~~city ~~will~~of ~~depend~~Detroit. ~~upon~~Our players club, ~~among~~known ~~other~~as “Club ~~things~~Greektown,” ~~the~~is ~~precise~~a ~~structure~~membership/loyalty ~~and implementation~~program ofthat ~~the~~attracts ~~Plan.~~customers Weby ~~may~~offering ~~have~~incentives ~~significant~~to ~~tax~~frequent ~~liabilities~~casino visitors. byAs ~~reason~~ of ~~the~~December ~~restructuring~~31, ~~transactions~~2013, ~~and~~the ~~also~~Company byhad ~~reason of~~approximately ~~our~~1.7 ~~holding~~million ~~structure.~~people ~~Greektown~~in ~~Holdings~~our ~~was~~database ~~subject~~for toClub ~~the~~Greektown. ~~Michigan~~We ~~Business~~believe the ~~Tax~~gaming ~~(“MBT”)~~market ~~for~~in the ~~year~~Detroit ~~ended December 31~~area, ~~2011~~which ~~and,~~consists itof isDetroit ~~possible~~Commercial ~~that~~Casinos wetogether ~~may~~with ~~owe~~the ~~significant~~commercial ~~amounts~~casino ofin ~~state~~Windsor, Ontario ~~taxes~~(the ~~with~~“Metro ~~respect~~Detroit Gaming Market”), is primarily a “drive-to” ~~the~~gaming ~~Plan.~~market, ~~Any~~with ~~such~~over ~~tax~~95% ~~liabilities~~of ~~could~~our ~~have~~patrons ~~material~~residing ~~adverse~~within ~~financial~~100 ~~consequences~~miles toof usGreektown Casino.

In addition, significant judgment is required to determine our provision for our reserves for state taxes. There may be matters for which the ultimate tax outcome is uncertain. Although we believe our approach to determining the tax treatment in connection with the Plan is appropriate, no assurance can be given that the final tax authority review will not be materially different than that reflected in our tax reserves. Such differences could have a material adverse effect on our tax reserves in the period in which such determination is made and, if taxes in excess of such reserves are ultimately payable, on our results of operations for such period.28

~~Based~~The onfollowing ~~the~~significant ~~state~~factors ~~of Michigan tax reform, the MBT was eliminated effective January 1, 2012,~~ and ~~deferred~~trends ~~taxes~~should ~~related~~be toconsidered ~~the MBT were adjusted~~ in ~~2011.~~analyzing Inour ~~lieu~~operating of the MBT, the state of Michigan has enacted a six percent corporate income tax. The Company did not record a state income tax benefit on deferred tax positions, as a valuation allowance was recorded at the federal and state level for the entire deferred tax amount.performance:

25Business Strategy: We have initiated strategic plans to renovate and reposition Greektown as a first class gaming property designed to grow the market and our share of it. Our strategic plans encompass operational efficiencies and facility improvements, which we believe will translate into increased revenue, operating margins and cash flow. Our new senior management team has identified and initiated several revenue generating and cost-saving programs, including improving our IT, management and other back office systems while revamping our customer service, marketing and players club programs. We believe these initiatives will not only improve our margins but will also lay the groundwork for a strong operating model for our business. Through our physical renovation plan, we are planning to create a more open, spacious and inviting atmosphere as well as enhance our gaming offering, which we believe will enable us to attract new patrons and drive increased customer loyalty. These investments are expected to cost $125.0 million to $150.0 million. We plan to begin construction in the second half of 2014 and expect to complete the renovation within 24 months of commencement.

~~The Company has an estimated income tax contingency~~Economic ofDownturn: ~~$9.2~~Our ~~million,~~business ~~including~~has ~~interest~~been and ~~penalty,~~may ~~related~~continue to ~~certain potential taxes that could~~ be ~~assessed~~adversely ~~in connection with~~affected ~~the~~by ~~enactment of~~ the ~~Plan.~~economic ~~The~~downturn ~~Company~~experienced ~~requested~~in ~~a ruling from~~ the ~~Michigan~~United ~~Department~~States, ofand ~~Treasury~~more ~~regarding~~particularly ~~certain~~in ~~potential tax liabilities under~~ the ~~Michigan~~Detroit ~~Business~~metropolitan ~~Tax~~area, ~~(principally~~as ~~related~~we toare ~~the~~highly dependent ~~survival~~on ofdiscretionary ~~certain~~spending ~~Michigan~~by ~~tax~~our ~~attributes~~patrons. Factors such as ~~net~~ ~~operating~~continued ~~loss~~unemployment, ~~carryforwards~~population ~~and the tax basis of assets) arising from the June 30~~decline, ~~2010~~perceived ~~restructuring~~or ~~transactions. The Company~~actual ~~failed~~decline toin ~~receive~~disposable aconsumer ~~favorable~~income ~~ruling.~~and ~~In response~~wealth, ~~the~~increases ~~Company~~in ~~has~~fuel ~~asked~~costs, the ~~Bankruptcy~~global ~~Court~~economic torecession ~~issue~~and achanges ~~determination~~in ~~as to these~~consumer ~~matters.~~confidence Ain ~~hearing on~~ the ~~Company’s~~economy ~~request~~may ~~for~~continue ato ~~determination~~reduce ~~was~~customer ~~held~~demand onfor ~~March 21, 2011, at which time~~ the ~~Bankruptcy Court~~leisure ~~requested~~activities ~~that~~we ~~the~~offer ~~parties submit further briefing. Such briefing was submitted~~ and ~~the~~may ~~Bankruptcy~~continue ~~Court~~to ~~has~~adversely affect ~~not~~our ~~yet ruled~~business.

~~The~~Competition: ~~indenture~~We ~~governing~~face significant competition, principally from two other casinos in the ~~Senior~~city ~~Secured Notes~~of Detroit, MGM Detroit and MotorCity, as well as Caesars Windsor, which is located directly across the ~~credit~~Detroit ~~agreement~~River ~~governing~~from ~~our~~Detroit. ~~Revolving~~MGM ~~Loan~~Detroit, ~~impose~~MotorCity, ~~significant~~and ~~operating~~Caesars Windsor may each have greater name recognition and financial, ~~restrictions~~marketing and other resources than we do, and all three casinos completed major renovations/expansion projects in the past several years that have the potential to increase their respective market share of the Metro Detroit Gaming Market. In addition, on usNovember 3, 2009, a casino initiative passed in the state of Ohio authorizing casino-style gaming at four locations within the state: Cincinnati, Cleveland, Columbus and ~~our restricted~~Toledo. ~~subsidiaries~~Hollywood Casino in Toledo, ~~which~~Horseshoe ~~may~~Casino ~~prevent~~in usCleveland, and Hollywood Casino in Columbus opened in 2012. Horseshoe Casino in Cincinnati opened in March 2013. The Toledo, Cleveland, Columbus, and Cincinnati casinos are approximately 60 miles, 180 miles, 210 miles, and 260 miles from ~~capitalizing~~the oncity ~~business~~of ~~opportunities~~Detroit, respectively. The Detroit gaming market experienced an overall gross gaming revenue decrease in 2013 of approximately $4.7% as compared to 2012.

~~The~~In ~~indenture~~addition, ~~governing~~we ~~the~~compete ~~Senior~~with ~~Secured Notes~~other ~~and~~gaming facilities throughout the ~~credit~~state ~~agreement~~of ~~governing~~Michigan ~~our~~and ~~Revolving~~surrounding ~~Loan~~states ~~impose~~as ~~significant~~well ~~operating~~as ~~and~~nationwide, ~~financial~~including ~~restrictions~~casinos located on usNative American reservations and ~~our~~ ~~restricted~~other ~~subsidiaries~~land-based casinos. ~~These~~Twenty-three ~~restrictions~~Native ~~limit~~American-owned ~~our~~casinos ~~ability~~are currently operating in western, ~~among~~central ~~other~~and ~~things~~northern Michigan, ~~to:~~the closest of which is 113 miles from Greektown.

•We ~~pay~~also ~~dividends~~compete, ~~redeem~~to ~~stock~~some orextent, ~~make~~with other ~~distributions~~forms orof ~~restricted~~gaming ~~payments;~~on •both ~~incur~~a ~~indebtedness~~local orand ~~issue~~national ~~preferred~~level, ~~shares;~~including •state ~~create~~of ~~liens;~~Michigan-sponsored •lotteries, ~~enter~~Internet ~~into~~gaming, ~~sale~~on-~~leaseback~~ ~~transactions;~~and •off-track ~~agree~~wagering, tocard ~~dividend~~parlors, orand ~~payment~~charity ~~restrictions~~casinos. ~~affecting~~The ~~the~~expansion ~~restricted~~of ~~subsidiaries;~~legalized •gaming ~~consolidate~~to ornew ~~merge;~~jurisdictions •throughout ~~sell~~the orUnited ~~otherwise~~States ~~transfer~~also orhas ~~dispose~~increased ofcompetition ~~substantially~~faced ~~all~~by ofus ~~the~~and ~~properties~~will orcontinue ~~assets~~to ofdo ~~Greektown~~so ~~Superholdings~~in ~~and~~the ~~our~~future. ~~restricted~~Additionally, ~~subsidiaries;~~if •gaming ~~enter~~facilities ~~into~~in ~~transactions with~~ our ~~affiliates;~~markets •were ~~make~~purchased ~~certain~~by ~~investments,~~entities ~~including~~with inmore ~~unrestricted~~recognized ~~subsidiaries;~~brand •names ~~change~~and ~~our~~capital, ~~line~~or ofif ~~business;~~gaming •were ~~designate~~legalized ~~our~~in ~~subsidiaries~~jurisdictions asnear ~~unrestricted~~our ~~subsidiaries;~~property •where ~~make~~gaming ~~payments~~currently ~~for~~is ~~consent;~~not ~~and • use the proceeds of~~ permitted, ~~sales~~we ofwould ~~our~~face ~~assets~~additional competition.

As a result of these covenants and restrictions, we and our restricted subsidiaries are limited in how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants. We cannot assure you that we will be able to maintain compliance with these covenants in the future and, if we fail to do so, that we will be able to obtain waivers from the lenders and/or amend the covenants.29

26The Department of Justice (“DOJ”) under the current federal administration had originally expressed the view that the U.S. Wire Act of 1961 applied to all forms of Internet gambling, and therefore all Internet gambling was illegal under the existing law. However, the DOJ has since concluded that the Wire Act of 1961 is limited only to sports betting. The Unlawful Internet Gambling Enforcement Act (“UIGEA”) was passed into law in 2006. The UIGEA attacks the payment mechanisms used to place bets, and pay off winners, through the thousands of offshore online gambling sites currently in operation. The statute makes it illegal for banks, credit card companies or similar institutions to collect on a debt incurred through an online gambling site. However, the UIGEA did not update the federal Wire Act of 1961 to specifically apply to all forms of online gambling. Therefore, during the 111th Congress (2009-2010), several bills pertaining to Internet gambling were introduced. There are ongoing efforts at the federal level to legalize internet gaming, including, but not limited to, internet poker, but no such efforts have yet been successful. Should online poker or other forms of internet gambling become legal in the United States, it would not only increase the level of competition we face but also increase the number of gaming opportunities. Currently, three states have legalized online gambling: Delaware, Nevada and New Jersey. Should online poker or other forms of internet gambling become legal in additional states or throughout the United States, it would increase the level of competition we face.

Business Seasonality: Our ~~failure~~gaming tooperations ~~comply~~are ~~with~~affected by the ~~restrictive~~weather. ~~covenants described~~We ~~above,~~have ~~including~~experienced ~~our~~downturns ~~failure~~in ascustomer avolume ~~result~~during ofthe ~~events~~summer ~~beyond~~months ~~our~~and ~~control,~~increases ~~could result~~ in anvolume ~~event~~during ofwinter ~~default~~months, ~~which,~~although ~~if not~~we ~~cured~~do orexperience ~~waived,~~lower ~~could~~volume ~~result~~during inwinter ~~our~~storms ~~being~~and ~~required~~harsh toor ~~repay~~extreme ~~these~~cold ~~borrowings~~winter ~~before their due date~~weather. IfThese weseasonal ~~are~~and ~~forced~~adverse toweather ~~refinance these~~conditions ~~borrowings~~in onthe ~~less~~Detroit ~~favorable~~metropolitan ~~terms,~~area ~~our~~may ~~results~~discourage ofpotential ~~operations~~customers ~~and~~from ~~financial~~visiting ~~condition could be adversely affected~~us. ~~Our~~We ~~assets and~~believe ~~cash~~we ~~flow~~have ~~would~~also ~~likely~~experienced bedownturns ~~insufficient~~in tocustomer ~~fully~~volume ~~repay~~as ~~borrowings~~a ~~under~~consequence ~~our~~of ~~outstanding~~nearby ~~debt~~road ~~instruments~~repairs ifand ~~accelerated upon an event of default. Further~~construction, ifwhich wegenerally ~~are~~occur ~~unable~~in tothe ~~repay~~spring, ~~refinance~~summer orand ~~restructure~~fall, ~~our~~as ~~indebtedness~~well ~~under~~as ~~our~~during ~~Revolving~~various ~~Loan~~sporting or ~~other~~ ~~indebtedness~~entertainment ~~secured~~events bysimultaneously ~~first-priority~~taking ~~liens,~~place within the ~~holders~~downtown area of ~~such debt could proceed against~~ the ~~collateral~~city ~~securing~~of ~~that indebtedness~~Detroit.

InKey ~~addition,~~Financial ~~any~~Statement ~~event of default or declaration of acceleration under one debt instrument could also result in an event of default under one or more of our other debt instruments.~~Terms

General economic conditions, industry conditions and other events beyond our control may impact our ability to comply with the above provisions. As a result, we cannot assure you that we will be able to comply with these covenants.Revenues

ToOur ~~service~~gross ~~our~~revenues ~~indebtedness~~are derived from casino, wefood, ~~require a~~beverage, ~~significant~~hotel, ~~amount~~and other revenues. Our largest component of ~~cash~~revenues is casino revenues, which represented approximately 88.1%, 89.1% and 89.6% of our ~~ability~~total togross ~~generate~~revenues ~~cash~~for ~~depends~~the onSuccessor ~~many~~nine ~~factors~~months ~~beyond~~ended ~~our~~December ~~control~~31, 2013, Predecessor three months ended March 31, 2013 and ~~any~~Predecessor ~~failure~~year toended ~~meet our~~December ~~debt~~31, ~~service~~2012, ~~obligations~~respectively. ~~could~~Gross ~~harm~~casino revenues are comprised of revenues from our ~~business~~slot and table games, ~~financial~~which ~~condition~~are calculated as the difference between the amount wagered and ~~results~~the ofamount ~~operations.~~paid to customers.

~~Our~~The ~~ability~~club topoint ~~make~~redemption ~~scheduled~~expenses ~~payments~~associated onwith ~~and to refinance~~ our ~~indebtedness,~~“Club ~~including~~Greektown” ~~the~~membership/loyalty ~~Senior~~program ~~Secured~~are ~~Notes,~~reflected ~~and~~as toa ~~fund~~reduction ~~working~~of ~~capital~~gross ~~needs~~casino ~~and~~revenues. ~~planned~~In ~~capital~~accordance ~~expenditures will~~with ~~depend~~the onRevenue ~~our~~Recognition ~~ability~~topic toof ~~generate cash in~~ the ~~future.~~FASB ~~This~~ASC isapplicable ~~subject~~ to ~~general~~instances ~~economic~~where ~~and~~consideration ~~competitive~~is ~~conditions~~given ~~and~~by ~~to certain~~a ~~financial,~~vendor ~~competitive,~~to ~~business,~~a ~~legislative~~customer, ~~regulatory~~we ~~and~~reduce ~~other~~gross ~~factors~~casino ~~that~~revenues ~~are~~by ~~beyond~~the ~~our~~cash ~~control.~~value ~~We may be unable to maintain a level~~ of ~~cash~~points ~~flows~~earned ~~from~~by ~~operating~~Club ~~activities~~Greektown ~~sufficient~~members toand ~~permit~~recognize usa torelated ~~fund~~liability ~~our~~for ~~day-to-day operations or to pay the principal, premium, if~~ any, ~~and~~unredeemed ~~interest on our indebtedness~~points.

If our business does not generate sufficient cash flow from operations or if future borrowings are not available to us in an amount sufficient to enable us to pay our indebtedness, including the Senior Secured Notes, or to fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness on or before the maturity thereof, sell assets, reduce or delay capital investments or seek to raise additional capital, any of which could have a material adverse effect on our operations. In addition, we may not be able to affect any of these actions, if necessary, on commercially reasonable terms or at all. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of existing or future debt instruments may limit or prevent us from taking any of these actions. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on commercially reasonable terms or at all. Our inability to generate sufficient cash flow to satisfy our debt service obligations, or to refinance or restructure our obligations on commercially reasonable terms or at all, would have an adverse effect, which could be material, on our business, financial condition and results of operations.30

~~ITEM~~The ~~1B.~~following ~~UNRESOLVED~~table ~~STAFF~~reflects ~~COMMENTS~~the composition of gross casino revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013, and Predecessor year ended December 31, 2012 (in thousands).

Not applicable.


	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012

Gross casino revenue:
Slot machines	$	208,563		$	76,087		$	302,785
Table games		33,016			11,261			50,155
Club point expense		(4,667	)		(1,735	)		(6,396	)
Total gross casino revenue	$	236,912		$	85,613		$	346,544

Relationship to gross casino revenues:
Slot machines		88.0	%		88.9	%		87.4	%
Table games		13.9	%		13.1	%		14.5	%
Club point expense		-1.9	%		-2.0	%		-1.9	%
Total gross casino revenue		100.0	%		100.0	%		100.0	%

27Other principal components of our revenues are our food and beverage and hotel revenues, each of which is affected by customer volume and price. The following table reflects food and beverage and hotel revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013, and Predecessor year ended December 31, 2012 (in thousands).

ITEM 2. PROPERTIES


	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Gross food and beverage and hotel revenue:
Food and beverage	$	17,627		$	5,939		$	22,827
Hotel		9,595			3,070			12,117
Total gross food and beverage, and hotel revenue	$	27,222		$	9,009		$	34,944

Relationship to gross revenues:
Food and beverage		6.6	%		6.2	%		5.9	%
Hotel		3.6	%		3.2	%		3.1	%
Total gross food and beverage, and hotel revenue		10.2	%		9.4	%		9.0	%

WePromotional own the land on which Greektown Casino (including the Expanded Complex) is located through Greektown LLC, except with respect to a portion of the Expanded Complex known as the St. Mary’s School Building which we lease from Allen Vigneron, Roman Catholic Archbishop of the Archdiocese of Detroit. We also own various parking lots and garages that we own through Greektown LLC, Contract Builders or Realty Equity. We believe that all of our current facilities are in good condition and are suitable and adequate for the purposes for which they are used.Allowances

InOur ~~the~~gross ~~past,~~revenues weare ~~have~~reduced ~~also~~by ~~entered~~promotional ~~into~~allowances ~~non-cancelable operating~~to ~~leases,~~arrive ~~primarily~~at ~~for~~net ~~office~~revenues. ~~and~~Promotional ~~for~~allowances ~~warehouse~~consist ~~space, equipment and vehicles; certain~~ of ~~these leases include escalation clauses relating to~~ the ~~Consumer~~retail ~~Price~~value ~~Index,~~of ~~utilities~~food, ~~taxes~~beverage and other ~~operating~~complimentary ~~expenses.~~items ~~However,~~furnished ~~the~~to ~~Company~~customers ~~did~~without ~~not enter into any of these agreements for the year ended December 31, 2012~~charge.

~~We lease certain portions of our owned facilities to third parties under operating leases, primarily for retail use. Rental income under these leases for the year ended December~~ 31~~, 2012 was $0.5 million.~~

~~ITEM~~Direct 3,Operating ~~LEGAL PROCEEDINGS~~Expenses

AsDirect ~~part~~operating ofexpenses ~~the~~are ~~bankruptcy~~those ~~reorganization~~that ~~process, the~~directly ~~Company~~relate ~~engaged~~to ~~Moelis~~our ~~& Company~~gaming, ~~LLC~~food ~~(“Moelis”)~~and tobeverage, ~~act~~and ashotel ~~investment banker~~operations. The ~~Moelis~~following ~~engagement~~table ~~letter provides~~illustrates ~~for~~the acomposition ~~success~~of ~~fee~~direct ifoperating ~~certain~~expenses ~~requirements are met. Moelis asserted an administrative claim for fees~~ and ~~expenses~~their ~~totaling approximately~~relationships ~~$12.9 million, of which approximately $3 million was paid prior~~ to ~~the~~net ~~effective~~revenues ~~date~~for of the ~~reorganization.~~Successor ~~The Company~~nine ~~believes~~months ~~such~~ended ~~amount~~December ~~substantially~~31, ~~exceeds~~2013, ~~the~~Predecessor ~~amount~~three tomonths ~~which~~ended ~~Moelis~~March is31, ~~entitled under its engagement letter. The Company has filed an objection to Moelis’s administrative claim~~2013, and aPredecessor ~~hearing~~year onended ~~that~~December ~~matter~~31, ~~before~~2012 ~~the~~(in ~~United States Bankruptcy Court for the Eastern District of Michigan is scheduled for May 21, 2013~~thousands).

The Company requested a ruling from the Michigan Department of Treasury regarding certain potential tax liabilities under the Michigan Business Tax (principally related to the survival of certain Michigan tax attributes such as net operating loss carryforwards and the tax basis of assets) arising from the June 30, 2010 restructuring transactions. The Company failed to receive a favorable ruling. In response, the Company has asked the Bankruptcy Court to issue a determination as to these matters. A hearing on the Company’s request for a determination was held on March 21, 2011, at which time the Bankruptcy Court requested that the parties submit further briefing. Such briefing was submitted and the Bankruptcy Court has not yet ruled.


	Successor			Predecessor
	Nine Months ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Direct operating expenses:
Casino	$	54,616		$	19,649		$	79,169
Gaming taxes		51,302			18,552			74,823
Food and beverage		12,611			4,287			15,492
Hotel		7,882			2,685			10,019
Depreciation & amortization		18,516			7,595			32,264
Total direct operating expenses	$	144,927		$	52,768		$	211,767

Relationship to net revenues:
Casino		24.3	%		24.2	%		23.9	%
Gaming taxes		22.8	%		22.9	%		22.6	%
Food and beverage		5.6	%		5.3	%		4.7	%
Hotel		3.5	%		3.3	%		3.0	%
Depreciation & amortization		8.2	%		9.4	%		9.7	%
Total direct operating expenses		64.4	%		65.1	%		63.9	%

~~The~~Casino ~~Company~~expenses. isCasino aexpenses ~~defendant~~consist inof ~~various other~~employee ~~pending~~compensation ~~litigations.~~(labor, Intaxes, ~~management’s~~and ~~opinion~~benefits), ~~the~~surveillance ~~ultimate~~costs, ~~outcome~~gaming ofsupplies, ~~such~~slot ~~litigation~~participation, ~~will~~casino ~~not~~promotions ~~have~~(including amailing ~~material adverse~~and ~~effect~~other onancillary ~~the~~costs), ~~results~~as ofwell ~~operations~~as oron-site ~~the~~hosting ~~financial position~~ of ~~the~~our ~~Company~~casino customers.

~~ITEM~~Gaming 4taxes. ~~REMOVED~~Gaming ~~AND~~taxes ~~RESERVED~~include gaming taxes paid to the state of Michigan, city of Detroit, and municipal service fees paid to the city of Detroit.

28Food and beverage. Food and beverage expenses relate to labor, taxes, and benefits, cost of sales, and operating supplies.

~~PART~~Hotel. IIHotel expenses consist primarily of employee compensation and related expenses, as well as facilities-related expenses, such as maintenance and utilities.

~~ITEM~~Depreciation 5and amortization. ~~MARKET~~Depreciation ~~FOR~~and ~~REGISTRANT’S~~amortization ~~COMMON~~expenses ~~EQUITY~~consist primarily of the depreciation expense related to our gaming buildings and improvements, ~~RELATED~~our ~~STOCKHOLDER~~gaming ~~MATTERS~~equipment ~~AND~~and ~~ISSUER~~furnishings, ~~PURCHASES~~our OFnon-gaming ~~EQUITY~~buildings ~~SECURITIES~~and improvements, and our non-gaming office furniture and equipment.

~~Market Information~~32

NoIndirect ~~established~~Operating public trading market exists for the Company’s common equity. There are no current plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in the Company’s equity.Expenses

~~Holders~~Indirect operating expenses consist predominantly of general overhead expenses that support our overall business, including marketing, advertising and entertainment, non-hotel facilities expenses, and other general and administrative expenses. The following table illustrates the composition of indirect operating expenses and their relationships to net revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013, and Predecessor year ended December 31, 2012 (in thousands).

As of December 31, 2012, the Company had seven, zero, eighteen, three, one, and two holders of record of its Series A-1 Common Stock, Series A-2 Common Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-1 Preferred Warrants, and Series A-2 Preferred Warrants, respectively.


	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Indirect operating expenses:
Marketing, advertising and entertainment	$	6,122		$	2,014		$	7,899
Facilities		15,354			5,389			19,907
General and administrative		35,559			12,036			48,155
Ownership transition and termination benefit expenses		3,145			2,964			—
Other		497			131			370
Goodwill impairment		42,055			—			—
Total indirect operating expenses	$	102,732		$	22,534		$	76,331

Relationship to net revenues:
Marketing, advertising and entertainment		2.7	%		2.5	%		2.4	%
Facilities		6.8	%		6.6	%		6.0	%
General and administrative		15.8	%		14.8	%		14.5	%
Ownership transition and termination benefit expenses		1.4	%		3.7	%		0.0	%
Other		0.2	%		0.2	%		0.1	%
Goodwill impairment		18.7	%		0.0	%		0.0	%
Total indirect operating expenses		45.6	%		27.8	%		23.0	%

~~Dividends~~Marketing, advertising and entertainment. Marketing, advertising and entertainment expenses primarily reflect the costs of mass media advertising, including television, radio and billboards.

WeFacilities. ~~have~~Facility ~~never~~expenses ~~paid~~consist aof ~~dividend~~cleaning and domaintaining ~~not~~our ~~anticipate paying~~non-hotel ~~one~~properties, invalet ~~the~~parking ~~foreseeable~~and ~~future.~~wardrobe ~~The~~department, ~~Company~~the ~~may~~payroll ~~not pay any dividends unless such dividends are approved by,~~ and ~~issued~~benefits ~~in compliance~~to ~~with~~support ~~the~~these ~~regulations~~activities and ~~restrictions~~casino ~~imposed by the MGCB~~utilities.

~~For~~General ~~information~~and ~~relating~~administrative. General and administrative expenses include the costs of insurance, property taxes, regulatory fees paid to ~~Stock~~support ~~Based~~the ~~Compensation~~MGCB, ~~see~~ ~~Part~~board ~~III~~management fees, ~~Item~~bonuses 12paid –under ~~Security~~union ~~Ownership~~contracts, ofleases ~~Certain~~associated ~~Beneficial~~with ~~Owners~~various parking lots, rent, professional fees, donations, and ~~Management~~various employee costs relating to executives, security, compliance, finance, purchasing, human resources, business consulting and information technology departments.

~~For~~Ownership ~~additional~~transition ~~information~~and ~~relating~~termination benefit expenses. Ownership transition and termination benefit expenses include legal costs and professional fees related to ~~Common Stock,~~the ~~Preferred~~counsel ~~Stock,~~and advisors that assisted the Special Committee of the Board of Directors in the assessment of Athens’ position and ~~Preferred~~other ~~Warrants~~strategic alternatives and other expenses related to, ~~see~~or ~~Part~~resulting ~~III~~from, ~~Item~~Athens’ 8purchase –of ~~Financial~~the ~~Statements~~Company and ~~Supplementary~~termination ~~Data~~benefits resulting from the execution of employee termination agreements by the Company and certain executives.

~~ITEM~~Other 6indirect operating expenses. ~~SELECTED~~Other ~~FINANCIAL~~indirect ~~DATA~~operating expenses are primarily costs associated with maintaining the various retail parking spaces and garages, including utilities and maintenance, related to rental income.

~~Not applicable.~~ 33

29Goodwill impairment. Goodwill impairment expense consists of the loss recognized on goodwill.

~~ITEM~~Other ~~7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Income/(Expenses)

~~The~~Other ~~following~~expenses ~~discussion~~consist ~~should~~primarily beof ~~read~~interest ~~in conjunction~~on ~~with~~our ~~the Consolidated Financial Statements~~indebtedness, ~~and~~ the ~~accompanying~~amortization ~~notes presented in Item 8~~ of ~~this~~deferred ~~report.~~financing ~~Except for historical information~~costs, ~~the discussion in this section contains forward-looking statements that involve risks~~ and ~~uncertainties. Although~~accretion weof ~~believe~~premium/(discounts) ~~that~~on ~~the~~our ~~expectations~~senior ~~reflected in these forward-looking statements are reasonable, we cannot assure you that these expectations will prove to be correct~~notes. ~~These~~The ~~forward-looking~~following ~~statements~~table ~~are~~illustrates ~~subject~~the tocomponents ~~certain~~of ~~known~~other ~~and~~expense ~~unknown risks~~ and ~~uncertainties,~~ astheir ~~well~~relationships ~~as assumptions that could cause actual results~~ to ~~differ~~net ~~materially~~revenues ~~from~~for ~~those~~the ~~reflected~~Successor innine ~~these~~months ~~forward-looking statements.~~ended ~~Readers~~December ~~are~~31, ~~cautioned~~2013, ~~not~~Predecessor tothree ~~place~~months ~~undue~~ended ~~reliance~~March on31, ~~any~~2013, ~~forward-looking~~and ~~statements~~Predecessor ~~contained~~year inended ~~this~~December ~~report~~31, ~~which reflect~~2012 ~~management’s~~(in ~~opinions only as of the date hereof~~thousands).

Background and Overview


	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Other income/(expense):
Interest expense	$	(38,224	)	$	(12,755	)	$	(50,581	)
Amortization of finance fees and premium (discount) senior secured notes		8,358			(2,007	)		(7,540	)
Refinancing expense		(157	)		(235	)		(1,732	)
Other income/(expense)		85			(188	)		(622	)
Total other expense	$	(29,938	)	$	(15,185	)	$	(60,475	)

Relationship to net revenues:
Interest expense		-17.0	%		-15.7	%		-15.2	%
Amortization of finance fees and premium (discount) senior secured notes		3.7	%		-2.5	%		-2.3	%
Refinancing expense		-0.1	%		-0.3	%		-0.5	%
Other income/(expense)		0.0	%		-0.2	%		-0.2	%
Total other expense		-13.4	%		-18.7	%		-18.2	%

Greektown Superholdings was incorporated under the laws of the state of Delaware on March 17, 2010. Greektown Superholdings was formed to hold, directly and indirectly through Greektown Sub, all outstanding membership interests of Greektown LLC, as of the Effective Date of its emergence from bankruptcy protection. Through Greektown LLC, we own and operate Greektown Casino which opened in November 2000 within the downtown area of the city of Detroit. In February 2009, Greektown Casino completed its Expanded Complex at a cost of approximately $336.3 million. Greektown Casino is one of only three commercial casinos licensed to operate in the state of Michigan and our Expanded Complex offers a full range of gaming, dining and entertainment alternatives, including:34

•Provision ~~approximately~~for ~~100,000~~Income ~~square-feet of gaming space with approximately 2,900 slot machines and approximately 60 table games, including a 12,500 square-foot salon dedicated to high-limit gaming, and a live poker room;~~Taxes

•The ~~approximately~~provision 3for income taxes reflects our current and deferred provisions,~~709~~ ~~attached~~which are considered income taxes under the Income Taxes topic of the FASB ASC. The following table illustrates the components of the provision for income taxes and 1their relationships to net revenues for Successor nine months ended December 31,~~750~~ ~~unattached~~2013, ~~parking~~Predecessor ~~spaces~~three months ended March 31, ~~including~~2013, ~~899~~and ~~parking~~Predecessor ~~spaces~~year ~~for~~ended ~~valet~~December ~~parking~~31, ~~services;~~2012 (in thousands).

• approximately 10,000 square feet of convention space;

	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Provision for income taxes:
Tax expense – current	$	(221	)	$	(64	)	$	(211	)
Tax benefit/(expense)– deferred		33,414			(1,682	)		(6,727	)
Total provision for income taxes	$	33,193		$	(1,746	)	$	(6,938	)

Relationship to net revenues:
Tax expense – current		-0.1	%		-0.1	%		-0.1	%
Tax benefit/(expense) – deferred		14.9	%		-2.1	%		-2.1	%
Total provision for income taxes		14.8	%		-2.2	%		-2.2	%

•Refer ato ~~400~~Note 2 -~~room~~ ~~hotel;~~Summary of Significant Accounting Policies and Note 9 - Income taxes presented in Item 8 “Financial Statements and Supplementary Data” of this report.

~~• two restaurants and several food outlets on the gaming floor; and~~35

•Results ~~multiple~~of ~~bars and entertainment facilities.~~Operations

~~Access~~ toPeriod ~~Greektown~~Ended ~~Casino~~December ~~is facilitated by a nearby off-ramp from Interstate 375 and six interstate highways passing through the downtown of the city of Detroit. Our players club~~31, ~~known~~2013 asCompared ~~“Club Greektown,” is a membership/loyalty program that attracts customers by offering incentives~~ to ~~frequent~~ ~~casino~~the ~~visitors.~~Year AsEnded of December 31, 2012, the Company had approximately 1.2 million people in our database for Club Greektown. We believe the gaming market in the Detroit area, which consists of Detroit Commercial Casinos together with the commercial casino in Windsor, Ontario (the “Metro Detroit Gaming Market”), is primarily a “drive-to” gaming market, with over 95% of our patrons residing within 100 miles of Greektown Casino.

Overview. The ~~following~~consolidated ~~significant~~financial ~~factors~~statements of the Company for the Successor nine months ended December 31, 2013 and ~~trends should~~Predecessor bethree ~~considered~~months inended ~~analyzing~~March ~~our~~31, ~~operating~~2013 ~~performance:~~are not comparable to the consolidated financial statements of the Predecessor year ended December 31, 2012 due to the effects of purchase price accounting from the Athens Transaction.

~~Business~~Net ~~Strategy:~~revenues. ~~Our~~Net revenues for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012 were approximately $224.7 million, $81.1 million and $331.7 million, respectively. Net revenues are impacted by the general economic condition of the region, the seasonality of our business ~~strategy~~, issporting ~~designed~~and entertainment events simultaneously taking place within the downtown of the city of Detroit, short-term disruptions related to ~~increase~~Casino renovations, and our ability to attract customers within the Detroit gaming market. ~~share~~The opening of new commercial casinos in Ohio negatively impacted the Detroit gaming market in 2013 compared to 2012. Overall, the Detroit gaming market decreased 4.7% for the year ended December 31, 2013 compared to the year ended December 31, 2012. Casino revenue represented 88.1%, 89.1% and ~~profitability~~89.6% ~~through~~of ~~strengthening~~gross ~~our~~revenues ~~relationship~~for ~~with~~the ~~current~~Successor ~~guests~~nine months ended December 31, ~~attracting~~ ~~new~~2013, ~~customers~~Predecessor three months ended March 31, 2013 and ~~improving~~Predecessor ~~access~~year toended ~~our~~December ~~property~~31, 2012, respectively.

30Promotional allowances as a percentage of gross revenue were 16.5%, 15.6% and 14.3% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively, resulting from enhanced promotional offers to our patrons in order to gain market share in light of enhanced competitive conditions in the Detroit gaming market.

WeDirect ~~renovated~~operating ~~substantial~~expenses. ~~portions~~Direct ofoperating ~~the~~expenses ~~casino in~~as ~~2011~~a topercentage ~~improve the quality~~ of ~~the~~net ~~gaming~~revenues ~~and~~were ~~entertainment experience~~64. ~~In particular~~4%, we65.1% ~~reconfigured our table games area to drive greater entertainment~~ and ~~traffic, and improve operational efficiencies~~63.9% Wefor ~~also~~the ~~introduced~~Successor ~~two~~nine ~~new~~months ~~casino~~ended ~~bars~~December 31, ~~Asteria and The Fringe~~2013, ~~which~~Predecessor ~~offer~~three ~~video~~months ~~poker~~ended asMarch ~~well~~31, as2013 ~~an expansive beverage assortment. Asteria also offers a flexible entertainment space~~ and aPredecessor ~~quick-service~~year ~~food~~ended ~~outlet.~~December ~~Numerous other improvements were made in 2011~~31, ~~including a revamped first floor promotions area~~2012, ~~cage,~~respectively. ~~and~~The ~~club~~following ~~booth,~~is ~~all~~a ~~designed~~discussion toof ~~enhance~~ the ~~physical~~principal ~~appeal~~drivers of ~~our~~trends ~~property.~~in direct operating expenses:

In● ~~2012,~~Casino toexpenses. ~~engage~~Casino-related expenses as a ~~broader~~percentage ~~customer~~of ~~base~~net ~~through higher~~revenues ~~levels~~were of24.3%, ~~service~~24.2% and a23.9% ~~wider~~for ~~range~~the ofSuccessor ~~amenities~~nine months ended December 31, we2013, ~~introduced~~Predecessor athree ~~new~~months ~~fine-dining~~ended ~~restaurant,~~March ~~Brizola~~31, ~~which~~2013 ~~offers~~and ~~cuts of~~Predecessor ~~prime~~year ~~beef,~~ended ~~fresh~~December ~~seafood~~31, ~~varied~~2012, ~~side~~respectively. ~~dishes~~While ~~and~~actual ~~desserts,~~casino ~~and~~expenses adecreased ~~progressive~~during ~~wine~~the ~~menu.~~Successor ~~Also~~nine inmonths ~~2012~~ended December 31, we2013 ~~opened~~and ~~Café Mix,~~Predecessor ~~which~~three ~~serves~~months ~~specialty~~ended ~~coffees~~March ~~and~~31, ~~cocktails~~2013, asthey ~~well~~increased as ~~breakfast~~a ~~and~~percentage ~~lunch~~of ~~items~~net revenues due to lower net revenues during these periods.

~~Our~~● ~~renovation~~Gaming ~~efforts~~taxes. ~~have~~Gaming ~~continued~~taxes inas ~~2013, and~~a ~~include~~percentage ~~the February 2013 opening~~ of ~~the~~net ~~Market~~revenues ~~District~~were 22.8%, a22.9% ~~multi-outlet~~and ~~casual~~22.6% ~~dining~~for ~~venue~~the ~~offering~~Successor anine ~~wide~~months ~~variety~~ended ofDecember ~~cuisine located~~31, on2013, ~~the~~Predecessor ~~main~~three ~~floor~~months ofended ~~the~~March ~~casino. On February 7~~31, 2013, weand ~~opened~~Predecessor anyear ~~899~~ended ~~space~~December ~~valet~~31, ~~parking~~2012, ~~garage facility~~respectively. ~~This~~Gaming ~~facility, which~~taxes isincreased ~~connected~~as toa ~~the~~percentage ~~casino’s~~of ~~main~~net ~~floor~~revenues ~~via~~during athe ~~moving~~Successor ~~walkway,~~nine ~~increases~~months ~~the~~ended ~~convenience~~December ~~with~~31, ~~which~~2013 ~~our~~and ~~guests~~Predecessor ~~can~~three ~~access our~~months ~~property.~~ended InMarch ~~addition~~31, it2013 ~~expands~~as ~~the~~a ~~parking~~result ~~capacity~~of inlower ~~and~~net ~~around our facility~~revenues.

~~Our~~● ~~strategy~~Food ~~also~~and ~~improves~~beverage ~~our~~expenses. ~~ability~~Food toand ~~address~~ beverage expenses as a percentage of net revenues were 5.6%, for the ~~current~~Successor ~~and~~nine ~~future~~months ~~competitive~~ended ~~environment~~December 31, ~~which~~2013, ~~includes~~5.3% for the ~~possibility~~Predecessor ofthree ~~new~~months ~~land-based~~ended ~~casinos~~March as31, ~~well~~2013 asand 4.7% for the ~~introduction~~ Predecessor year ended December 31, 2012. The increase in food and beverage expenses as a percentage of ~~Internet~~net ~~gaming~~revenues was due to two dining venues operating in the current period that were closed in the prior period for remodeling and lower net revenues.

~~Economic~~● ~~Downturn:~~Hotel ~~Our~~expenses. ~~business has~~Hotel ~~been~~expenses ~~and~~as ~~may~~a ~~continue~~percentage toof benet ~~adversely~~revenues ~~affected~~were by3.5% for the ~~economic~~Successor ~~downturn~~nine ~~experienced~~months inended ~~the~~December ~~United~~31, ~~States~~2013, ~~and~~3.3% ~~more~~for ~~particularly in~~ the ~~Detroit~~Predecessor ~~metropolitan~~three ~~area,~~months asended weMarch ~~are~~31, ~~highly~~2013 ~~dependent~~and ~~on discretionary spending by our patrons~~3.0% ~~Factors~~for ~~such as continued unemployment, population decline,~~ the ~~housing~~year ~~and~~ended ~~credit~~December ~~market crises~~31, ~~perceived~~2012. orThe ~~actual~~increase ~~decline~~is indue ~~disposable~~to ~~consumer~~lower ~~income and~~net ~~wealth,~~revenues ~~the global economic recession and changes~~ in ~~consumer confidence in~~ the ~~economy~~Successor ~~may~~nine ~~continue~~months toended ~~reduce~~December ~~customer~~31, ~~demand for~~2013 ~~the leisure activities we offer~~ and ~~may~~Predecessor ~~continue~~three tomonths ~~adversely~~ended ~~affect~~March ~~our~~31, ~~business~~2013.

Competition: We face significant competition, principally from two other casinos in the city of Detroit, MGM Detroit and MotorCity, as well as Caesars Windsor, which is located directly across the Detroit River from Detroit. MGM Detroit, MotorCity, and Caesars Windsor may each have greater name recognition and financial, marketing and other resources than we do, and all three casinos completed major renovations/expansion projects in the past several years that have the potential to increase their respective market share of the Metro Detroit Gaming Market. In addition, on November 3, 2009, a casino initiative passed in the state of Ohio authorizing casino-style gaming at four locations within the state: Cincinnati, Cleveland, Columbus and Toledo. Hollywood Casino in Toledo and Horseshoe Casino in Cleveland opened in May 2012. Hollywood Casino in Columbus opened in October 2012. The Toledo, Cleveland and Columbus casinos are approximately 60 miles, 180 miles, and 210 miles from the city of Detroit, respectively. Construction began on the Cincinnati casino in November 2011 and opened March 4, 2013. The Metro Detroit Gaming Market experienced an overall gross gaming revenue decrease in 2012 of approximately $7.7 million or 0.5%, as compared to 2011.36

In● ~~addition,~~Depreciation weand ~~compete~~amortization ~~with~~expense. ~~other~~Depreciation ~~gaming~~and ~~facilities throughout~~amortization ~~the~~expense ~~state~~as a percentage of ~~Michigan~~net revenues were 8.2%, 9.4% and ~~surrounding~~9.7% ~~states~~for asthe ~~well~~Successor asnine ~~nationwide~~months ended December 31, ~~including~~2013, ~~casinos~~Predecessor ~~located~~three onmonths ~~Native~~ended ~~American~~March ~~reservations~~ 31, 2013 and ~~other~~Predecessor ~~land-based~~year ~~casinos~~ended December 31, 2012, respectively. ~~Twenty-two~~The ~~Native~~decrease ~~American-owned~~was ~~casinos~~the ~~are~~result ~~currently~~of ~~operating~~the inrevaluation ~~western,~~of ~~central~~fixed and ~~northern Michigan,~~intangible assets due to the ~~closest~~Athens Transaction in April 2013. Refer to Note 3 “Athens Transaction” presented in Item 8 “Financial Statements and Supplementary Data” of ~~which~~this isreport ~~113~~for ~~miles~~further ~~from~~information ~~Greektown~~regarding the Athens Transaction.

WeIndirect ~~also~~operating ~~compete,~~expenses. toIndirect ~~some~~operating ~~extent,~~expenses ~~with~~as ~~other forms of gaming on both~~ a ~~local~~percentage ~~and national level, including state~~ of ~~Michigan-sponsored~~net ~~lotteries,~~revenues ~~Internet~~were ~~gaming~~45.6%, ~~on- and off-track wagering~~27.8%, ~~card parlors,~~ and ~~charity casinos~~23.0% ~~The~~for ~~expansion~~the ofSuccessor ~~legalized~~nine ~~gaming~~months toended ~~new~~December ~~jurisdictions~~31, ~~throughout~~2013, ~~the~~Predecessor ~~United~~three ~~States also~~months ~~has~~ended ~~increased~~March ~~competition~~31, ~~faced~~2013 ~~by us~~ and ~~will~~Predecessor ~~continue~~year toended doDecember so31, in2012, ~~the future~~respectively. ~~Additionally,~~The iffollowing ~~gaming~~is ~~facilities~~a indiscussion ~~our markets~~of ~~were~~the ~~purchased~~principal bydrivers ~~entities~~of ~~with~~trends ~~more recognized brand names and capital, or if gaming were legalized~~ in ~~jurisdictions~~indirect ~~near our~~operating ~~property where gaming currently is not permitted, we would face additional competition.~~expenses:

● Marketing, advertising and entertainment. Marketing, advertising and entertainment expenses as a percentage of net revenues were 2.7%, 2.5% and 2.4% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The increase was primarily driven by the increase in various advertising media, production and art work, and public relations expenses to promote our new dining venues and new valet parking garage, as well as lower net revenues in the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013.

~~The Department of Justice (“DOJ”) under the current federal administration had originally expressed the view that the U~~Facilities.~~S. Wire Act~~ ofFacilities ~~1961~~expense ~~applied~~as toa ~~all~~percentage ~~forms~~ of ~~Internet~~net ~~gambling,~~revenues ~~and~~were ~~therefore all Internet gambling was illegal under the existing law~~6. ~~However~~8%, ~~the DOJ has since concluded that the Wire Act of 1961 is limited only to sports betting~~6.6% ~~The~~and ~~Unlawful Internet Gambling Enforcement Act (“UIGEA”) was passed into law in 2006~~6.0% ~~The~~for ~~UIGEA attacks~~ the ~~payment~~Successor ~~mechanisms~~nine ~~used~~months ~~to place~~ended ~~bets,~~December ~~and pay off winners~~31, ~~through the thousands of offshore online gambling sites currently in operation. The statute~~ ~~makes it illegal for banks~~2013, ~~credit~~Predecessor ~~card~~three ~~companies~~months orended ~~similar~~March ~~institutions to collect on a debt incurred through an online gambling site. However~~31, ~~the~~2013 ~~UIGEA~~and ~~did~~Predecessor ~~not~~year ~~update~~ended ~~the~~December ~~federal Wire Act of 1961 to specifically apply to all forms of online gambling. Therefore~~31, ~~during the 111th Congress (2009-2010)~~2012, ~~several~~respectively. ~~bills~~This ~~pertaining to Internet gambling were introduced.~~increase ~~There~~was ~~are~~primarily ~~ongoing~~driven ~~efforts~~by athigher ~~the~~repairs ~~federal~~and ~~level~~maintenance tocosts, ~~legalize~~utilities ~~internet~~costs ~~gaming,~~from ~~including~~the ~~but~~new ~~not~~valet ~~limited~~parking ~~to,~~garage ~~internet~~and ~~poker,~~dining ~~but~~venues, noand ~~such~~lower ~~efforts~~net ~~have yet been successful. Should online poker or other forms of internet gambling become legal in the United States~~revenues, itpartially ~~would~~offset ~~not~~by ~~only~~slightly ~~increase~~lower ~~the~~payroll ~~level of competition we face but also increase the number of gaming opportunities.~~costs

~~Business~~● ~~Seasonality:~~General ~~Our gaming~~and ~~operations~~administrative. ~~are~~General ~~affected~~and byadministrative ~~the~~expenses ~~weather.~~as Wea ~~have~~percentage ~~experienced~~of ~~downturns~~net inrevenues ~~customer~~were ~~volume~~15.8%, ~~during~~14.8% and 14.5% for the ~~summer~~Successor nine months ~~and~~ ~~increases~~ended inDecember ~~volume~~31, ~~during~~2013, ~~winter~~Predecessor three months, ~~although~~ended weMarch do31, ~~experience~~2013 ~~lower~~and ~~volume~~Predecessor ~~during~~year ~~winter~~ended ~~storms~~December ~~and~~31, ~~harsh~~2012, ~~weather~~respectively. ~~These seasonal~~While ~~and~~actual ~~adverse~~general ~~weather~~and ~~conditions~~administrative incosts ~~the~~decreased, ~~Detroit~~due ~~metropolitan~~in ~~area~~part ~~may~~to ~~discourage~~the ~~potential~~recognition ~~customers~~of ~~from visiting us~~$1. We0 ~~believe~~million weof ~~have~~use ~~also~~tax ~~experienced~~income ~~downturns~~related into ~~customer~~prior ~~volume~~years, as a ~~consequence~~percentage of ~~nearby~~net ~~road~~revenues ~~repairs~~they ~~and~~increased ~~construction, which~~due ~~generally~~to ~~occur~~lower net revenues in the ~~spring,~~Successor ~~summer~~nine ~~and~~months ~~fall,~~ended asDecember ~~well~~31, as2013 ~~during~~and ~~various~~Predecessor ~~sporting~~three ormonths ~~entertainment~~ended ~~events simultaneously~~March ~~taking~~31, ~~place within the downtown area of the city of Detroit~~2013.

~~Key~~● ~~Financial~~Ownership ~~Statement~~transition ~~Terms~~and termination benefit expenses. The Company incurred $2.0 million and $3.0 million of additional legal and professional fees related to Athens’ acquisition of the Company during the Successor nine months ended December 31, 2013, and Predecessor three months ended March 31, 2013, respectively. In addition, during the fourth quarter of 2013, the Company and certain executives executed employee termination agreements resulting in termination benefits of approximately $1.2 million.

~~Revenues~~● Other. Other indirect operating expenses as a percentage of net revenues were 0.2%, 0.2% and 0.1% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The increase is primarily a result of increased payroll as well as lower net revenues in the Successor nine months ended December 31, 2013 and Predecessor three months ended March 31, 2013.

~~Our~~● ~~gross~~Goodwill ~~revenues~~impairment. ~~are~~In ~~derived~~connection ~~from~~with ~~casino, food,~~the ~~beverage,~~Holdings ~~hotel~~Merger, ~~and~~we ~~other~~reversed ~~revenues.~~our ~~Our~~deferred ~~largest~~tax ~~component~~liability, oftotaling ~~revenues~~$36.4 million, as the Company is ~~casino~~no ~~revenues,~~longer ~~which~~subject ~~represented~~to ~~approximately 89~~federal taxes.6% ~~and~~The ~~89.9%~~reversal of ~~our~~the ~~total~~deferred ~~gross~~tax ~~revenues~~liability ~~for~~resulted in a significant increase in the ~~years~~carrying ~~ended~~value ~~December~~of 31the Company, ~~2012~~which ~~and~~caused it to exceed its fair value. As a result we performed an event-driven goodwill impairment test as of December 31, ~~2011, respectively~~2013. ~~Gross~~Based ~~casino revenues~~on ~~are~~the ~~comprised~~results of ~~revenues~~this ~~from~~event-driven ~~our~~impairment ~~slot~~test ~~and~~we ~~table~~recorded ~~games,~~a ~~which~~Goodwill ~~are~~impairment ~~calculated~~charge asof ~~the~~$42.1 ~~difference~~million ~~between~~in the ~~amount~~three ~~wagered and~~months ~~the~~ended ~~amount~~December ~~paid~~31, ~~to customers~~2013.

The club point redemption expenses associated with our “Club Greektown” membership/loyalty program are reflected as a reduction of gross casino revenues. In accordance with the Revenue Recognition topic of the FASB ASC applicable to instances where consideration is given by a vendor to a customer, we reduce gross casino revenues by the cash value of points earned by Club Greektown members and recognize a related liability for any unredeemed points.37

~~The~~Other ~~following~~expense. ~~table~~Other ~~reflects~~expense ~~the~~as ~~composition of~~a ~~gross~~percentage ~~casino~~of net revenues was 13.4%, 18.7% and 18.2% for the ~~years~~Successor nine months ended December 31, ~~2012~~2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, ~~2011~~2012, (respectively. The following is a discussion of the principal drivers of trends in ~~thousands).~~other expenses:

	Year Ended December 31,
	2012			2011
Gross casino revenue:
Slot machines	$	302,785		$	302,912
Table games		50,155			51,048
Club point expense		(6,396	)		(6,564	)
Total gross casino revenue	$	346,544		$	347,396
Relationship to gross casino revenues:
Slot machines		87.4	%		87.2	%
Table games		14.5	%		14.7	%
Club point expense		-1.9	%		-1.9	%
Total gross casino revenue		100.0	%		100.0	%

●

Interest expense. Interest expense as a percentage of net revenues was 17.0%, 15.7% and 15.2% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The increase was due to additional indebtedness of $15.0 million incurred in connection with our valet garage as of December 2012, as well as lower net revenues.

32● Amortization of finance fees and accretion of premium/discount on senior notes. Amortization of finance fees and accretion of premium/discount on the Senior Secured Notes as a percentage of net revenues were 3.7%, -2.5% and -2.3% for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. This change is related to the revaluation of the Senior Secured Notes and elimination of finance fees in April 2013 due to the Athens Transaction. The Senior Secured Notes were revalued higher than their face value, resulting in a premium. Refer to Note 3 “Athens Transaction” presented in Item 8 “Financial Statements and Supplementary Data” of this report for further information regarding the Athens Transaction.

~~Other~~● ~~principal~~Refinancing ~~components~~expense. ofThe ~~our~~Company ~~revenues~~incurred ~~are our~~$0.2 ~~food~~million ~~and~~during ~~beverage~~the ~~and~~Successor ~~hotel~~nine ~~revenue~~months ended December 31, ~~each~~2013 ofand ~~which~~the isPredecessor ~~affected~~three bymonths ~~customer~~ended ~~volume~~March ~~and~~31, ~~price.~~2013 ~~The~~related ~~following~~to ~~table~~the ~~reflects~~refinancing ~~food and~~effort ~~beverage~~announced ~~and~~in ~~hotel~~December ~~revenues~~2012. ~~for~~These costs were expensed in the ~~years~~Successor nine months ended December 31, ~~2012~~2013 and ~~December~~Predecessor three months ended March 31, ~~2011~~2013 (due to the expiration of lender pricing commitments in ~~thousands)~~March 2013, without completion of the refinancing.

	Year Ended December 31,			Year Ended December 31,
	2012			2011
Gross food and beverage and hotel revenue:
Food and beverage	$	22,827		$	23,158
Hotel		12,117			11,004
Total gross food and beverage, and hotel revenue	$	34,944		$	34,162
Relationship to gross revenues:
Food and beverage		5.9	%		6.0	%
Hotel		3.1	%		2.8	%
Total gross food and beverage, and hotel revenue		9.0	%		8.8	%

●

Other expense. Other expense as a percentage of net revenues decreased during the Successor nine months ended December 31, 2013 compared to the Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012. The decrease was primarily related to the decrease in bankruptcy-related restructuring expense during the Successor nine months ended December 31, 2013.

~~Promotional~~Provision ~~Allowances~~for income taxes. During the Successor nine months ended December 31, 2013 the Company reversed the deferred tax liability of $36.4 million, contributing to a benefit of $33.2 million compared to a provision for income taxes of $1.7 million and $6.9 million for the Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012, respectively. The reversal of the deferred tax liability is a result of the legal entity restructuring that occurred in December 2013. Refer to Note 9 “Income Taxes” presented in Item 8 “Financial Statements and Supplementary Data” of this report for further information.

~~Our~~Liquidity ~~gross revenues are reduced by promotional allowances to arrive at net revenues. Promotional allowances consist of the retail value of food, beverage~~ and ~~other~~Capital ~~complimentary items furnished to customers without charge.~~Resources

33Overview

~~Direct~~Our ~~Operating~~cash ~~Expenses~~requirements are for debt service, working capital, obligations under a development agreement with the city of Detroit (the “Development Agreement”), gaming taxes, and the improvement of our facilities. Cash and cash equivalents were $37.2 million as of December 31, 2013.

~~Direct~~As ~~operating~~of ~~expenses~~December ~~are~~31, ~~those~~2013, ~~that~~the ~~directly relate~~Company tohad ~~our~~$28.6 ~~gaming,~~million ~~food~~of ~~and~~available ~~beverage,~~borrowings ~~and~~under ~~hotel~~the ~~operations.~~revolving ~~The~~credit ~~following~~facility ~~table~~with ~~illustrates~~Comerica Bank (the ~~composition~~“Revolving Loan”) ($42.8 million of ~~direct~~commitment ~~operating expenses~~less ~~and~~$12.8 ~~their~~million ~~relationships~~in borrowings in relation to ~~net~~the ~~revenues~~construction ~~for~~of the ~~years~~valet parking garage less outstanding letters of credit of approximately $1.4 million). During the year ended December 31, ~~2012~~2013, ~~and~~the ~~December~~Company ~~31,~~made ~~2011~~interest (payments totaling $50.2 million in ~~thousands)~~relation to the 13% Senior Secured Notes using cash generated from operating activities.

	Year Ended December 31,			Year Ended December 31,
	2012			2011
Direct operating expenses:
Casino	$	79,169		$	80,496
Gaming taxes		74,823			74,961
Food and beverage		15,492			18,530
Hotel		10,019			9,156
Depreciation & Amortization		32,264			37,303
Total direct operating expenses	$	211,767		$	220,446
Relationship to net revenues:
Casino		23.9	%		24.1	%
Gaming taxes		22.6	%		22.5	%
Food and beverage		4.7	%		5.6	%
Hotel		3.0	%		2.7	%
Depreciation & Amortization		9.7	%		11.2	%
Total direct operating expenses		63.9	%		66.1	%

~~Casino~~As ~~expenses.~~of ~~Casino~~December ~~expenses~~31, ~~consist~~ 2013 the face amount of ~~employee~~the ~~compensation~~outstanding ~~(labor,~~debt ~~taxes~~was $397.8 million, including $385.0 million of Senior Secured Notes due in June 2015 and ~~benefits),~~$12.8 ~~surveillance~~million ~~costs~~of borrowings under the revolving credit facility related to the valet parking garage. On January 2, ~~gaming~~2014 ~~supplies~~the Company borrowed $12.0 million on the Revolving Loan, ~~slot~~of ~~participation~~which $8.0 million is currently outstanding. During the Successor nine months ended December 31, ~~casino~~2013, ~~promotions (including~~Predecessor ~~mailing~~three months ended March 31, 2013 and ~~other~~Predecessor ~~ancillary~~year ~~costs)~~ended December 31, as2012, ~~well~~interest asexpense ~~on-site~~was ~~hosting~~$38.2 ofmillion, ~~our~~$12.8 ~~casino~~million ~~customers~~and $50.6 million, respectively.

~~Gaming~~The ~~taxes.~~Company ~~Gaming~~has ~~taxes~~engaged ~~include~~investment ~~gaming taxes~~banks ~~paid~~ to ~~the~~obtain ~~state~~refinancing of ~~Michigan~~the Senior Secured Notes and the Revolving Loan facility. There is no assurance when or whether any such refinancing will be consummated as it will be dependent upon, ~~city~~among ofother ~~Detroit~~factors, general economic and ~~municipal~~market ~~service~~conditions. ~~fees~~Any ~~paid~~refinancing would be subject to ~~the~~approval ~~city~~from ofthe ~~Detroit~~MGCB.

~~Food~~We ~~and~~have ~~beverage.~~initiated ~~Food~~plans ~~and~~to ~~beverage expenses~~renovate ~~relate~~portions toof ~~labor~~our physical facilities, ~~taxes~~purchase new slot machines, and ~~benefits~~modernize our information technology capabilities, ~~cost~~in addition to the advancement of ~~sales~~other strategic priorities. These investments are expected to cost $125.0 million to $150.0 million, with renovation construction planned to begin in the second half of 2014 and end within 24 months thereafter. We intend to finance these investments through the refinancing of the Senior Secured Notes and Revolving Loan facility described above and operating ~~supplies~~cash flows, among other sources.

~~Hotel.~~In ~~Hotel~~February ~~expenses~~2014, ~~consist~~the ~~primarily~~ Board of ~~employee~~Directors ~~compensation~~approved the sale of the Company’s Fort street and ~~related~~Brush ~~expenses,~~street asparking ~~well~~garages asand ~~facilities-~~two surface lots to related ~~expenses~~parties, ~~such~~subject asto ~~maintenance~~the ~~and~~receipt ~~utilities~~of a third party fairness opinion. The proceeds are anticipated to be $25.0 million.

~~Depreciation~~Cash and amortization. Depreciation and amortization expenses consist primarily of the depreciation expense related to our gaming buildings and improvements, our gaming equipment and furnishings, our non-gaming buildings and improvements, and our non-gaming office furniture and equipment.Flows

34Our cash flows for the Successor nine months ended December 31, 2013, Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012 consisted of the following (in thousands):

Indirect Operating Expenses

	Successor			Predecessor
	Nine Months Ended December 31,			Three Months Ended March 31,			Year Ended December 31,
	2013			2013			2012
Cash flows:

Net cash provided by (used in) operating activities	$	3,020		$	(3,506	)	$	24,096
Net cash used in investing activities		(1,788	)		(7,529	)		(40,300	)
Net cash (used in) provided by financing activities		(2,402	)		—			14,892

Net decrease in cash and cash equivalents	$	(1,170	)	$	(11,035	)	$	(1,312	)

~~Indirect~~Net cash provided by (used in) operating ~~expenses~~activities. ~~consist~~Net ~~predominantly of~~cash ~~general~~provided ~~overhead~~by ~~expenses~~operating ~~that~~activities ~~support~~increased ~~our~~for ~~overall~~the ~~business,~~Successor ~~including~~nine ~~marketing~~months ended December 31, ~~advertising~~2013 ~~and~~as ~~entertainment~~compared to the Predecessor three months ended March 31, ~~non-hotel~~2013, ~~facilities expenses~~primarily due to accrued interest, ~~and~~goodwill ~~other~~impairment ~~general~~and depreciation and ~~administrative~~amortization, ~~expenses.~~offset ~~The~~by ~~following~~deferred ~~table~~income ~~illustrates~~taxes ~~the~~and ~~composition~~amortization of ~~indirect~~premium ~~operating expenses~~on Senior Secured Notes and ~~their~~operating ~~relationships~~performance. toNet ~~net~~cash ~~revenues~~provided by operating activities decreased for the ~~years~~Successor nine months ended December 31, ~~2012~~2013 ~~and~~as compared to the Predecessor year ended December 31, ~~2011~~2012, ~~(in~~primarily ~~thousands)~~due to deferred income taxes, amortization of premium on Senior Secured Notes, and depreciation and amortization, offset by operating performance, goodwill impairment, and accrued interest.

	Year Ended December 31,			Year Ended December 31,
	2012			2011
Indirect operating expenses:
Marketing, advertising and entertainment	$	7,899		$	8,287
Facilities		19,907			20,215
General and administrative		48,155			46,072
Other		370			282
Total indirect operating expenses	$	76,331		$	74,856
Relationship to net revenues:
Marketing, advertising and entertainment		2.4	%		2.5	%
Facilities		6.0	%		6.1	%
General and administrative		14.5	%		13.8	%
Other		0.1	%		0.1	%
Total indirect operating expenses		23.0	%		22.5	%

Net cash used in investing activities. Net cash used in investing activities decreased for the Successor nine months ended December 31, 2013 as compared to the Predecessor three months ended March 31, 2013 and Predecessor year ended December 31, 2012 due to a decrease in capital expenditures. 2012 capital expenditures primarily consisted of costs related to the construction of the valet parking garage.

~~Marketing, advertising and entertainment. Marketing, advertising and entertainment expenses primarily reflect the costs of mass media advertising, including television, radio and billboards.~~39

~~Facilities~~ Net cash (used in) provided by financing activities. ~~Facility~~Net ~~expenses~~cash ~~consist of~~used ~~cleaning~~in ~~and~~financing ~~maintaining~~activities ~~our~~increased ~~non-hotel~~for ~~properties,~~the ~~valet~~Successor ~~parking~~nine months ended December 31, 2013 as compared to the ~~Private~~Predecessor ~~Branch~~three ~~Exchange~~months ~~(PBX)~~ended ~~department~~March 31, 2013 and ~~wardrobe department~~Predecessor year ended December 31, 2012 primarily due to the ~~payroll~~three ~~and~~$0.8 ~~benefits~~million principal payments related to ~~support~~the ~~these~~valet ~~activities~~garage borrowings under the Revolving Loan facility in April, July and ~~casino~~October ~~utilities~~2013, as compared to $15.0 million in borrowings from the previous year.

~~General~~Off-Balance ~~and~~Sheet administrative. General and administrative expenses include the costs of insurance, property taxes, regulatory fees paid to support the MGCB, board management fees, bonuses paid under union contracts, leases associated with various parking lots, rent, professional fees, donations, and various employee costs relating to executives, security, compliance, finance, purchasing, human resources and information technology departments.Arrangements

~~Other~~The ~~indirect~~Company ~~operating~~did ~~expenses.~~not ~~Other indirect~~have ~~operating~~any ~~expenses~~off-balance ~~are~~sheet ~~primarily~~arrangements ~~costs~~as ~~associated~~of ~~with~~December ~~maintaining the various retail parking spaces and garages~~31, ~~including utilities~~2013 ~~and~~or ~~maintenance, related to rental income~~2012.

35Purchase Agreement; Indenture; Senior Secured Notes

~~Other~~On ~~Income/~~June 25, 2010, the Predecessor entered into a purchase agreement (~~Expenses~~the “Purchase Agreement”), by and between the Predecessor and Goldman, Sachs & Co. (the “Initial Purchaser”), pursuant to which the Predecessor agreed to issue and sell, and the Initial Purchaser agreed to purchase, $280.2 million principal amount of its Series A 13% Senior Secured Notes due 2015 (the “Series A Notes”) and $104.8 million principal amount of its Series B 13% Senior Secured Notes due 2015 (the “Series B Notes” and, together with the Series A Notes, the “Senior Secured Notes”), which are guaranteed (the “Guarantees”) by substantially all of the Predecessor’s domestic subsidiaries (the “Guarantors” and, together with the Predecessor’s, the “Obligors”), which subsidiaries executed a joinder to the Purchase Agreement on June 30, 2010.

~~Other~~The ~~expenses~~Predecessor ~~consist~~consummated ~~primarily of~~the ~~interest~~issuance onand ~~our~~sale ~~indebtedness,~~of the ~~amortization~~Senior ofSecured ~~deferred~~Notes ~~financing~~under ~~costs,~~the ~~and~~Purchase ~~accretion~~Agreement ofin ~~discounts~~a onprivate ~~our~~placement ~~senior~~to ~~notes. The~~qualified ~~following~~institutional ~~table~~buyers ~~illustrates~~in the ~~components~~United ofStates ~~other~~in ~~expense~~reliance ~~and~~on ~~their~~Rule ~~relationships~~144A tounder ~~net~~the ~~revenues~~Securities ~~for~~Act ~~the~~of ~~years~~1933, ~~ended~~as ~~December 31,~~amended ~~2012~~(the “Securities Act”), and ~~December~~outside ~~31,~~the ~~2011~~United (States in ~~thousands)~~reliance on Regulation S under the Securities Act.

	Year Ended December 31,			Year Ended December 31,
	2012			2011
Other income/(expense):
Interest expense	$	(50,581	)	$	(50,167	)
Amortization of finance fees and accretion of discount on senior notes		(7,540	)		(6,938	)
Refinancing expense		(1,732	)		—
Other income/(expense)		(622	)		(1,172	)
Total other expense	$	(60,475	)	$	(58,277	)
Relationship to net revenues:
Interest expense		-15.2	%		-15.1	%
Amortization of finance fees and accretion of discount on senior notes		-2.3	%		-2.1	%
Refinancing expense		-0.5	%		0.0	%
Other income/(expense)		-0.2	%		-0.4	%
Total other expense		-18.2	%		-17.6	%

The Senior Secured Notes were issued pursuant to an indenture, dated as of June 30, 2010 (the “Indenture”), among the Predecessor, the Guarantors, and Wilmington Trust FSB, as trustee.

~~Provision~~On ~~for~~December ~~Income~~20, ~~Taxes~~2013, Greektown Superholdings, Greektown Holdings, the Trustee and the other parties thereto entered into Supplemental Indenture No. 1, pursuant to which Greektown Mothership Corporation, a subsidiary of Athens, became a co-issuer under the Indenture.

~~The~~Also ~~provision~~on ~~for~~December ~~income~~20, ~~taxes~~2013, ~~reflects our~~Greektown ~~current~~Holdings, ~~and~~the ~~deferred provisions~~Co-Issuer, ~~which~~the ~~are~~Trustee ~~considered~~and ~~income taxes under~~ the ~~Income~~other ~~Taxes~~parties ~~topic~~thereto ofentered ~~the~~into ~~FASB~~Supplemental ~~ASC~~Indenture No. ~~The~~2, ~~following table~~pursuant ~~illustrates~~to ~~the~~which ~~components~~Greektown ofHoldings, ~~the~~as ~~provision~~successor ~~for~~by ~~income~~merger ~~taxes and their relationships~~ to ~~net~~Greektown ~~revenues~~Superholdings, ~~for~~assumed ~~years~~all ~~ended~~obligations ~~December 31,~~of ~~2012~~Greektown ~~and~~Superholdings ~~December~~as ~~31,~~an ~~2011~~issuer ~~(in~~under ~~thousands)~~the Indenture.

	Year Ended December 31,			Year Ended December 31,
	2012			2011
Provision for income taxes:
Tax expense – current	$	(211	)	$	(1,859	)
Tax expense– deferred		(6,727	)		(2,812	)
Total provision for income taxes	$	(6,938	)	$	(4,671	)
Relationship to net revenues:
Tax expense – current		-0.1	%		-0.6	%
Tax expense – deferred		-2.1	%		-0.8	%
Total provision for income taxes		-2.2	%		-1.4	%

Maturity: The Senior Secured Notes mature on July 1, 2015, and bear interest at a rate of 13.0% per annum. Interest on the Senior Secured Notes is payable semi-annually on January 1 and July 1 of each year, beginning on January 1, 2011. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

~~Refer~~The Predecessor paid approximately $18.2 million and $6.8 million in interest payments in relation to ~~Note~~the Series A and Series B Notes, respectively on January 3, 2013. Additionally, the Predecessor paid approximately $18.2— ~~Summary~~million ofand ~~Significant Accounting~~$6.8 ~~Policies~~million in interest payments in relation to the ~~Consolidated~~Series ~~Financial~~A ~~Statements~~and Series B Notes, respectively on July 1, 2013. Furthermore, subsequent to December 31, 2013, the Company paid approximately $18.2 million and ~~Note~~$6.8 9million ~~“Income~~in ~~taxes”~~interest ~~presented~~ payments in relation to the Series A and Series B Notes, respectively; refer to Item 8 – “Financial ~~Statements~~ and Supplementary Data~~” of this report~~.”

36Guarantees: The obligations of the Obligors under the Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a second-priority senior secured basis by all of the Predecessor’s current and future domestic subsidiaries, subject to certain exceptions.

~~Results of Operations~~40

~~Period~~Security: ~~Ended~~The ~~December~~Senior 31Secured Notes and the related Guarantees are secured by (i) a second-priority lien on substantially all of the properties and assets of the Predecessor and each Guarantor, ~~2012~~whether ~~Compared~~now owned or hereafter acquired, except certain excluded assets and (ii) a second-priority pledge of all the capital stock of all the subsidiaries of the Predecessor, subject to ~~December 31~~certain limitations (in each case subject to certain permitted prior liens and liens securing certain permitted priority lien debt, ~~2011~~including borrowings under the Predecessor’s Revolving Loan agreement described below).

~~Net~~Optional ~~revenues.~~Redemption: ~~Net~~On ~~revenues~~or ~~for~~after ~~the~~January ~~year ended December 31~~1, ~~2012 and December 31~~2013, ~~2011~~the ~~were~~Predecessor ~~approximately~~may ~~$331.7~~redeem ~~million~~some ~~and~~or ~~$333.4~~all ~~million, respectively. Net revenues are impacted by the general economic condition~~ of the ~~region,~~Senior ~~the~~Secured ~~seasonality~~Notes ofat ~~our~~any ~~business,~~time ~~sporting~~at ~~and entertainment events simultaneously taking place within~~ the ~~downtown~~redemption ofprices ~~the~~specified ~~city~~in ~~of Detroit, short-term disruptions related to Casino renovations, and our ability to attract customers within~~ the ~~Detroit~~Indentures ~~Commercial~~plus ~~Market.~~accrued ~~Casino revenue represented 89.6%~~ and ~~89.9%~~unpaid ofinterest ~~gross revenues for the years ended December 31, 2012~~ and ~~December~~special 31interest, ~~2011,~~if ~~respectively. The Company’s 0.2% decline in gross casino revenues in 2012 was consistent with the change in the overall Detroit Commercial Market~~any, whose gross gaming revenues declined approximately 0.5% in 2012 based upon information provided by the MGCB. The Detroit Commercial Market declined 6.9% for the three months ended March 31, 2013 compared to the ~~three~~applicable ~~months~~redemption ~~ended March 31, 2012, and Greektown’s share of the Detroit Commercial Market (based upon information provided by the MGCB) was 24~~date.~~8% and 25.6% for the three months ended March 31, 2013 and March 31, 2012, respectively.~~

~~Direct~~Mandatory ~~operating~~Redemption: ~~expenses. Direct~~The ~~operating~~Senior ~~expenses~~Secured ~~decreased~~Notes byare ~~$8.7~~subject ~~million, or 2.2% as a percentage of net revenues for the year ended December 31, 2012 compared~~ to ~~the~~mandatory ~~year~~disposition ~~ended~~or ~~December~~redemption ~~31, 2011. The~~ following iscertain adeterminations ~~discussion~~by ofapplicable ~~the~~gaming ~~principal~~regulatory ~~drivers of trends in direct operating expenses:~~authorities.

~~• Casino expenses. Casino-related expenses decreased $1.3 million, or 0.2% as a percentage of net revenues for the year ended December 31, 2012 compared to the year ended December 31, 2011.~~ The ~~decrease~~Senior inSecured ~~this~~Notes ~~category~~are ~~was~~subject primarily driven by a decrease of approximately $2.5 million in slot participation and progressive expenses and payroll expenses, offset by an increase in other expenses, including maintenance equipment, parts, contract services, direct mail and postage, of $1.2 million. • Gaming taxes. Gaming taxes decreased $0.1 million for the year ended December 31, 2012 compared to ~~the~~mandatory ~~year ended December 31~~redemption, ~~2011, as a result of the decrease in gross gaming revenue. Gaming taxes as a percentage of gross casino revenue remained consistent~~ at ~~approximately 21.6~~103% ~~during~~of ~~the~~their ~~year~~principal ~~ended~~amount ~~December~~plus ~~31,~~accrued ~~2012, as compared to the year ended December 31, 2011. • Food~~ and ~~beverage~~unpaid ~~expenses.~~interest ~~Food~~ and ~~beverage~~special ~~expenses decreased $3.0 million~~interest, orif ~~0.9% as a percentage of net revenues during~~ the ~~year~~Predecessor ~~ended~~has ~~December~~consolidated ~~31,~~excess ~~2012~~cash ~~compared to the year ended December 31~~flow, ~~2011, primarily~~ as adefined ~~result of a decrease~~ in ~~payroll compensation expense of $1.8 million, due to~~ the ~~implementation of operating efficiencies and the Company’s closure of its buffet~~Indenture, ~~which~~for ~~was~~any ~~being~~fiscal renovated during 2012. In addition, cost of goods sold decreased $0.9 million, and other expenses decreased $0.3 million. • Hotel expenses. Hotel expenses increased $0.9 million, or 0.3% as a percentage of net revenues, during the year ~~ended~~commencing ~~December~~with ~~31, 2012 compared to~~ the fiscal year ended December 31, ~~2011~~2010. ~~This~~No ~~increase~~excess ~~was~~cash ~~primarily~~flow ~~driven~~payments ~~by an increase in payroll expense of $0.6 million, and utilities and other expenses of $0.3 million. These increases~~ were ~~due~~required to ~~higher~~be ~~occupancy~~made ~~rates,~~by ~~which also drove higher revenue. • Depreciation and amortization expense. Depreciation and amortization expense decreased $5.0 million, or 1.5% as a percentage of net revenues, during~~ the ~~year~~Predecessor ~~ended~~for ~~December 31, 2012 compared to~~ the ~~year~~fiscal ~~ended December 31, 2011. This decrease was the result of certain short lived depreciable assets becoming fully depreciated during the~~ year ended December 31, ~~2011~~2013.

~~Indirect~~If ~~operating~~the ~~expenses.~~Predecessor ~~Indirect operating~~experiences ~~expenses~~certain ~~increased~~change ~~$1.5~~of ~~million~~control events, orthe ~~0.5%~~Predecessor asmust aoffer ~~percentage~~to ofrepurchase ~~net revenues, during~~ the ~~year~~Senior ~~ended~~Secured ~~December~~Notes ~~31,~~at ~~2012~~101% ~~compared to~~of ~~the~~their ~~year~~principal ~~ended December 31~~amount, ~~2011.~~plus ~~The~~accrued ~~following~~and isunpaid ainterest ~~discussion~~and ofspecial ~~the~~interest, ~~principal~~if ~~drivers~~any, ofto ~~trends~~the inapplicable ~~indirect~~repurchase ~~operating expenses:~~date.

•As ~~Marketing,~~a ~~advertising~~result ~~and~~of ~~entertainment.~~the ~~Marketing,~~change ~~advertising~~of ~~and entertainment expenses decreased by approximately $0.4 million~~control, orthe ~~0.1%~~Predecessor ascommenced a ~~percentage~~change of ~~net~~control ~~revenues,~~offer ~~during~~on ~~the~~April ~~ended December 31~~22, ~~2012.~~2013 ~~The~~to ~~decrease~~purchase ~~was~~any ~~primarily~~and ~~driven~~all byof ~~the~~its ~~decrease~~outstanding inSenior ~~various~~Secured ~~advertising~~Notes ~~media,~~under ~~production~~the ~~and~~Indenture. ~~art~~None ~~work,~~of ~~and~~the ~~public~~Senior ~~relations~~Secured ~~expenses,~~Notes ofwere ~~approximately~~validly ~~$0.7~~tendered ~~million,~~prior ~~offset~~to by the ~~increase~~deadline inon ~~payroll~~June ~~expenses~~18, ~~of approximately $0~~2013.~~3 million.~~

37Covenants: The Indenture contains covenants limiting the ability of Greektown Holdings and/or its direct and indirect subsidiaries to, among other things, (i) engage in businesses other than the operation of Greektown Casino; (ii) incur or guarantee additional indebtedness, except as permitted by the Indenture; (iii) create liens; (iv) make certain investments; (v) pay dividends on or make payments in respect of capital stock; (vi) consolidate or merge with other companies; (vii) sell certain assets; (viii) enter into transactions with affiliates; (ix) agree to negative pledge clauses and (x) enter into sales and leasebacks. Failure to comply with these covenants could result in a default under the Indenture unless Greektown Holdings obtains a waiver of, or otherwise mitigates, the default.

•Events ~~Facilities.~~of ~~Facilities~~Default: ~~expense~~The ~~decreased~~Indenture byfor ~~approximately~~the ~~$0.3~~Senior ~~million,~~Secured orNotes ~~0.1%~~contains asevents ~~a percentage~~ of ~~net revenues~~default, ~~during~~including ~~the~~(i) ~~year~~failure ~~ended~~to ~~December~~pay 31principal, ~~2012 compared to the year ended December 31~~interest, ~~2011.~~fees ~~The~~or ~~decrease~~other isamounts when due; to(ii) ~~lower~~breach ~~maintenance costs~~ of ~~$0.4~~any ~~million,~~covenants ~~offset~~which byare annot ~~increase~~cured inwithin ~~utility costs of $0.1 million. • General and administrative. General and administrative expenses increased by approximately $2.1 million, or 0.7% as~~ a ~~percentage~~stated ofcure ~~net~~period; ~~revenues,~~(iii) ~~during~~default ~~the~~under ~~year~~certain ~~ended~~other ~~December~~indebtedness; ~~31,~~(iv) ~~2012~~becoming ~~compared~~subject to ~~the~~certain ~~year~~judgments; ~~ended~~(v) ~~December~~failure ~~31, 2011. The increase primarily related~~ to ~~expenses~~keep ~~resulting~~liens ~~from~~or ~~the~~security ~~Detroit~~interests ~~Casino~~valid; ~~Council~~(vi) ~~union~~certain ~~contract~~events ~~ratification incentives~~ of ~~$1.5~~bankruptcy ~~million,~~or ~~professional~~insolvency; ~~fees~~(vii) ~~related~~impairment ~~to the proxy contest earlier in 2012~~ of ~~$0.5~~any ~~million,~~collateral ~~and costs related~~ to the ~~opposition~~loans; of(viii) ~~the~~ceasing ~~failed ballot initiative~~ to ~~expand~~own ~~commercial gaming in~~ the ~~state~~casino ofcomplex; ~~Michigan~~or of(ix) ~~$0.3~~loss ~~million. As previously discussed, on January 30, 2013 the Special Committee~~ of ~~the~~gaming ~~Board~~or ofcertain ~~Directors~~other ~~engaged~~licenses ~~counsel~~or ~~and financial advisors to assist~~ the ~~Special~~legal ~~Committee~~authority ~~in its assessment of Athens’ position and other strategic alternatives. Costs associated with these and other advisors are estimated~~ to ~~range~~conduct ~~between~~gaming $2activities.8 ~~million~~A ~~and~~default ~~$3.5~~could ~~million,~~result ~~and are expected to be incurred principally~~ in ~~the~~an ~~first~~acceleration ~~quarter~~ of ~~2013. Upon a change of control, outstanding and unvested restricted stock and restricted share units immediately vest. Based upon~~ the ~~change~~amounts ~~of control described approved by the MGCB on April 9, 2013, the Company anticipates recognizing approximately $0.9 million of expense related to the accelerated vesting of~~ outstanding ~~and~~under ~~unvested stock-based compensation in~~ the ~~second~~Senior ~~quarter~~Secured ~~of 2013~~Notes. ~~• Other. Other indirect operating expenses remained consistent during the year ended December 31, 2012 and December 31, 2011.~~

~~Other~~As ~~expenses.~~discussed ~~Other~~above, ~~expenses~~we ~~increased $2.2~~are ~~million,~~exploring oralternatives 0to our current capital structure.7% asIn aconnection ~~percentage~~with ofany ~~net~~such ~~revenues~~refinancing, ~~during~~we ~~the~~may ~~year~~redeem ~~ended~~the ~~December~~Senior ~~31,~~Secured ~~2012~~Notes ~~compared~~in toaccordance with the ~~year~~terms ~~ended~~set ~~December 31,~~forth ~~2011.~~in ~~The~~the ~~following~~Indenture isat athe ~~discussion~~price ofspecified in the ~~principal~~Indenture ~~drivers~~(103.5% offrom ~~trends~~January in1, ~~other~~2014 ~~expenses:~~through December 31, 2014; and par thereafter).

• Interest expense, net. Interest expense increased $0.4 million during the year ended December 31, 2012 compared to the year ended December 31, 2011. The increase was primarily due to lower interest income of approximately $0.2 million in 2012. • Amortization of finance fees and accretion of discount on senior notes. Amortization of finance fees and accretion of discount on the Senior Secured Notes (as defined below) increased by $2.3 million during the year ended December 31, 2012 compared to the year ended December 31, 2011. The increase is primarily related to amortization expense in relation to the accretion of discount on the Senior Secured Notes, which mature on July 1, 2015, increased $0.6 million. • Refinancing expense. Refinancing expense increased by $1.7 million during the year ended December 31, 2012 compared to the year ended December 31, 2011. The increase is primarily related to $1.7 million of costs incurred in 2012 for the potential refinancing of the Senior Secured Notes and Revolving Loan facility. These costs were expensed in 2012 due to the subsequent expiration of the lender pricing in March 2013. • Other expense. Other expense decreased approximately $0.6 million during the year ended December 31, 2012 compared to the year ended December 31, 2011. The decrease is related to lower restructuring costs of approximately $0.4 million in 2012.Agreement

~~Provision~~On ~~for~~June ~~income~~30, ~~taxes.~~2010, ~~The~~the ~~provision for~~Predecessor ~~income~~entered ~~taxes~~into ~~increased~~a ~~approximately~~credit ~~$2.3~~agreement ~~million~~with ~~during~~Comerica ~~the~~Bank ~~year~~for ~~ended~~the ~~December~~revolving ~~31,~~loan ~~2012~~facility ~~compared~~(the to“Revolving ~~the~~Loan”). ~~year~~On ~~ended~~July ~~December 31~~6, 2011., ~~The~~July ~~increase~~8, ~~was~~2011, ~~primarily~~May ~~related~~24, to2012, ~~the~~March ~~increase~~18, of2013, ~~$3.9~~June ~~million~~13, in2013 ~~deferred~~and ~~taxes~~December ~~due~~20, to2013, the ~~nonrecurrence~~Predecessor ofand aComerica ~~tax benefit~~Bank ~~resulting~~agreed ~~from~~to ~~the~~certain ~~elimination~~modifications ofto the ~~MBT~~Credit inAgreement ~~2011,~~(as ~~partially~~so ~~offset~~amended, ~~by a decrease in~~ the ~~current~~“Credit ~~tax provision due to the elimination of the MBT in 2011~~Agreement”).

~~Off-Balance Sheet Arrangements~~41

General: The ~~Company~~Credit ~~did~~Agreement ~~not~~provides ~~have~~for ~~any~~the ~~off-balance~~Revolving ~~sheet arrangements~~Loan, aswhich expires on January 1, 2015. The maximum expiration of ~~December~~individual 31letters of credit is twelve months after the issuance thereof, if earlier, the maturity of the Revolving Loan. On May 24, 2012, the Predecessor and ~~2011~~Comerica Bank executed a third amendment to the Credit Agreement (the “Third Amendment). The Third Amendment, which was approved by the MGCB, increased the aggregate principal amount available under the facility by $15.0 million to $45.0 million (including $5.0 million for the issuance of standby letters of credit). Any borrowings under the additional $15.0 million commitment were required to fund expenditures related to the new valet parking garage, and are to be repaid in quarterly installments equal to 1/20th of the amount advanced, commencing April 2013. The amendment also, among other things, excludes capital expenditures relating to the valet parking garage from the Fixed Charge Coverage Ratio calculation, discussed below, not to exceed $25.7 million.

38On March 18, 2013, the Predecessor and Comerica Bank executed a fourth amendment to the Credit Agreement and Consent (the “Fourth Amendment”). The Fourth Amendment, which was approved by the MGCB on March 12, 2013, extended the expiration of the Revolving Loan facility from December 30, 2013, to December 30, 2014, amended the definition of “EBITDA” to add back the items described in clauses (vi) through (x) of the summarized definition of “EBITDA” below, added certain capital expenditures to the list of items excludable from the “Fixed Charges” definition, reduced the requirements under the minimum EBITDA covenant for certain periods, and gave Comerica Bank’s consent to the acquisition of 51% or more of the capital stock of the Predecessor by Athens.

~~Liquidity~~On June 13, 2013, the Predecessor and ~~Capital~~Comerica ~~Resources~~Bank executed a fifth amendment to the Credit Agreement and Consent (the “Fifth Amendment”). The Fifth Amendment, which was approved by the MGCB, amended the test date of the minimum EBITDA covenant to commence on June 30, 2014.

~~Overview~~Effective as of December 20, 2013, the Predecessor and Comerica Bank entered into a sixth amendment to the Credit Agreement and Consent (“Sixth Amendment”). The Sixth Amendment, which was approved by the MGCB, amended the required threshold for the minimum EBITDA covenant and requires satisfaction of the covenant commencing on December 31, 2013, amended the Fixed Charge Coverage Ratio covenant measuring period to commence fiscal year ending December 31, 2014, increased the applicable margin, approved the sale of two parking garages, extended the expiration of the Revolving Loan facility from December 30, 2014 to January 1, 2015 and the Company, as successor by merger to the Predecessor, assumed all obligations of the Predecessor under the Credit Agreement.

~~Our~~Security ~~cash~~and ~~requirements~~Guarantees: ~~are~~The ~~for~~Revolving ~~working~~Loan ~~capital,~~is ~~obligations~~secured ~~under~~ by a perfected first-priority lien and security interest on all the ~~Development~~assets ~~Agreement~~of the Company and all its direct and indirect subsidiaries, excluding, among other things, the Company’s gaming ~~taxes~~license. Additionally, ~~debt~~effective ~~service~~July 2011, ~~and~~a requirement for a 45-day annual revolver “clean up period” was added to the ~~improvement~~Credit ofAgreement, ~~our~~during ~~facilities.~~which ~~Cash~~the ~~and~~Predecessor ~~cash~~will ~~equivalents~~be ~~were~~required ~~$49.4 million~~to asmaintain a zero balance under the Revolving Loan for a period of ~~December~~45 ~~31,~~consecutive ~~2012~~days.

AtInterest ~~December~~and ~~31,~~Fees: ~~2012~~Effective with the Sixth Amendment, the ~~Company~~Revolving ~~had~~Loan ~~$29~~will bear interest at an annual rate of LIBOR plus 3.00% (if the Leverage Ratio (as defined below) is less than 4 to 1 ~~million~~) or 3.50% (if the Leverage Ratio is greater than or equal to 4 to 1) or at an annual rate of ~~available~~(a) ~~borrowings~~the ~~under~~higher ~~our~~of ~~Revolving~~(i) ~~Loan~~Comerica Bank’s prime reference rate and (~~$45~~ii) 2.50% plus (b) 0.50% ~~million~~(if ofthe ~~commitment~~Leverage Ratio is less ~~$15~~than or equal to 4 to 1) or 1.000% ~~million~~(if inthe ~~borrowings~~Leverage inRatio ~~relation~~ is greater than 4 to 1), until April 1, 2014. Effective April 1, 2014, the ~~construction~~Revolving Loan will bear interest at an annual rate of LIBOR plus 3.50% (if the ~~valet~~Leverage ~~parking~~Ratio ~~garage~~(as defined below) is less ~~outstanding~~than ~~letters~~4 to 1) or 4.00% (if the Leverage Ratio is greater than or equal to 4 to 1) or at an annual rate of ~~credit~~(a) the higher of ~~approximately~~(i) $Comerica Bank’s prime reference rate and (ii) 2.50% plus (b) 0.975% ~~million~~(if the Leverage Ratio is less than or equal to 4 to 1) or 1.50% (if the Leverage Ratio is greater than 4 to 1).

~~The~~Prior ~~Company’s~~to ~~capital~~July ~~expenditures~~1, ~~for the~~2012, ~~year~~there ~~ending~~was ~~December~~a ~~31,~~facility ~~2012~~fee ~~were~~of ~~approximately $40~~0.350% ~~million,~~per ~~including~~annum ~~spending~~on ~~related~~the ~~numerous~~aggregate ~~additions~~revolving ~~and~~credit ~~renovations, including~~commitment amount payable quarterly in arrears on the ~~new~~first ~~valet~~day ~~parking~~of ~~garage~~each fiscal quarter. As of May 24, 2012, the ~~fine-dining~~Third ~~restaurant~~Amendment ~~Brizola,~~replaced the ~~market-style~~facility ~~dining~~fee ~~area~~of ~~Market~~0.50% ~~District,~~with ~~and~~an ~~other investments~~unused inline ~~the~~of ~~property~~credit fee of 0.75% ~~Capital~~per ~~expenditures~~annum ~~for~~on the ~~first~~face ~~quarter~~amount of ~~2013~~commitment ~~are~~less ~~expected~~any toborrowings ~~approximate~~outstanding ~~$7.5~~payable ~~million~~quarterly commencing on July 1, ~~including~~2012 ~~spending related~~and toon the ~~completion~~first day of each fiscal quarter thereafter. There is also a non-refundable letter of credit fee of 3.50% per annum on the ~~new~~face ~~valet~~amount ~~parking~~of ~~garage~~each letter of credit payable quarterly in advance.

At December 31, 2012 and 2011 the face amount of the outstanding Senior Secured Notes (as defined below) was $385 million, due in 2015. During the year ended December 31, 2012 and the year ended December 31, 2011, interest expense was $50.6 million and $50.2 million, respectively.42

~~Cash~~“Leverage ~~Flows~~Ratio” means as of the last day of any fiscal quarter of the Predecessor, the ratio of an amount equal to, on a consolidated basis, the sum of all of the funded debt of the Predecessor and its subsidiaries as of such date, excluding all subordinated debt, to EBITDA (as defined below) for the four fiscal quarters then ending. Adjustments to the interest rate and the applicable letter of credit fee rate are implemented quarterly based on the Leverage Ratio.

~~Our~~Prepayment: ~~cash~~The ~~flows~~Revolving ~~for~~Loan requires mandatory prepayments in an amount equal to (i) 100% of the ~~years~~net ~~ended~~proceeds ~~December 31~~of the permitted sale of assets (subject to certain exclusions and permitted reinvestments), ~~2012~~(ii) 100% of the net proceeds of any recovery from insurance arising from an event of loss (subject to certain exclusions and ~~December~~permitted 31reinvestments), ~~2011~~and ~~consisted~~(iii) 100% of the ~~following~~net proceeds for the issuance of any debt or equity securities (insubject ~~thousands~~to certain exclusions):. Except with respect to certain asset sales, mandatory prepayments do not reduce revolving credit commitments.

	Year Ended December 31,			Year Ended December 31,
	2012			2011
Cash flows:
Net cash provided by operating activities	$	24,096		$	20,089
Net cash (used in) provided by investing activities		(40,300	)		554
Net cash provided by (used in) financing activities		14,892			(84	)
Net (decrease) increase in cash and cash equivalents	$	(1,312	)	$	20,559

Certain Covenants: The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions and materiality thresholds, the ability of the Predecessor and its subsidiaries to sell assets and property, incur additional indebtedness, create liens on assets, make investments, loans, guarantees or advances, make distributions, dividends or payments on account of, or purchase, redeem or otherwise acquire, any of the Predecessor’s capital stock, prepay certain indebtedness, engage in acquisitions, mergers or consolidations, engage in transactions with affiliates, amend agreements governing the Predecessor’s indebtedness, including the Senior Secured Notes, make capital expenditures, enter into negative pledges, change the fiscal year and change the Predecessor’s or any subsidiary’s name, jurisdiction of incorporation, or the location at which any Collateral is stored.

39The Third Amendment eliminated the June 30, 2012 outside date for the release of the liens on a small parcel of real property (the “Trappers Parcel”) underlying a portion of our casino operations which secure indebtedness owed to Greektown LLC and third parties (the “Trappers Lien”) in favor of an agreement to use commercially reasonable efforts to cause such liens to be released. The Trappers Parcel is encumbered by the Trappers Lien. While the Predecessor believes that these third party liens are discharged pursuant to the terms of the Plan, the liens established by these mortgages were not removed from the title record or insured by the title Predecessor prior to June 30, 2010. Historical subordination agreements from the third parties holding such mortgages exist whereby such parties have agreed not to exercise remedies until Casino has exercised such remedies under a mortgage in favor of Casino on the same parcel (“Trappers Mortgage Release”).

~~Net~~In ~~cash~~addition, ~~provided~~the byCredit ~~operating~~Agreement ~~activities. Net~~contains ~~cash~~financial ~~provided~~covenants bypursuant ~~operating~~to ~~activities~~which ~~for~~ the ~~year~~Predecessor ~~ended~~must ~~December~~achieve ~~31,~~specified ~~2012~~minimum ~~increased~~EBITDA ~~by approximately $4.0 million,~~ (as ~~compared to~~defined ~~the~~below) ~~year~~levels ~~ended~~during ~~December~~twelve ~~31,~~month ~~2011.~~periods ~~The~~ending ~~increase~~on inapplicable ~~operating~~test ~~cash~~dates, ~~flows~~and ~~was~~as ~~primarily due to the payment~~ of aneach ~~unsecured~~fiscal ~~distribution liability~~year ~~of $10.0 million in 2011~~end, ~~partially~~a ~~offset~~Fixed byCharge ~~collection~~Coverage Ratio of anot ~~note~~less ~~receivable~~than ~~of $2~~1.005 ~~million~~to ~~and~~1 ~~property~~(on ~~tax~~a ~~receivable of~~trailing ~~$3.5~~twelve ~~million~~month ~~in 2011~~basis).

~~Net~~“Fixed ~~cash~~Charge ~~(used~~Coverage ~~in)~~Ratio” ~~provided~~means byEBITDA ~~investing activities.~~divided ~~Net cash used in investing activities for the year ended December 31, 2012 increased~~ by ~~approximately~~Fixed ~~$40~~Charges.8 million, as compared to the year ended December 31, 2011. The increase in investing activities was primarily due to the increase in capital expenditures of $24.6 million, driven primarily by spending to construct the new valet garage. In 2011, the Company received proceeds from disposition of real estate of $10.7 million in relation to a land transaction with Wayne County, and reduced restricted cash by $5.0 million.

“EBITDA” means Net ~~cash~~Income ~~provided~~for ~~(used~~the applicable period plus, without duplication and only to the extent deducted in determining Net Income, (i) bydepreciation ~~financing activities.~~and ~~Net~~amortization ~~cash~~expense ~~provided~~for bysuch ~~financing~~period, ~~activities~~(ii) interest expense, whether paid or accrued, for ~~the~~such ~~year~~period, ~~ended~~(iii) ~~December~~all 31income taxes for such period, ~~2012~~(iv) ~~increased~~reasonable bylegal, ~~approximately~~accounting, ~~$15.0 million~~consulting, asadvisory ~~compared~~and other out-of-pocket expenses incurred in connection with on-going bankruptcy court proceedings related to the ~~year~~bankruptcy of Greektown Holdings, ended ~~December~~June 3130, 2011., ~~The~~(v) ~~increase~~for inany ~~financing~~fiscal ~~activities~~quarter ~~was~~ended ~~primarily~~on ~~due~~or before June 30, 2012, specified non-recurring expenses, (vi) goodwill impairment charges, (vii) certain costs, fees and expenses relating to the ~~$15.0 million~~proposed refinancing of ~~borrowings~~the ~~under~~Senior Secured Notes or relating to the ~~Revolving~~proposed ~~Loan~~stock ~~facility~~acquisition inby ~~2012~~Athens, ~~partially~~(vii) ~~offset~~certain bynon-cash ~~$0.1~~compensation ~~million~~expenses, of(ix) ~~financing~~non-cash ~~fees~~purchase ~~paid~~accounting inadjustments, ~~2012~~and (x) all other non-cash charges.

4043

~~Purchase~~“Fixed ~~Agreement;~~Charges” ~~Indenture;~~means ~~Senior~~for ~~Secured~~any ~~Notes~~period, the sum, without duplication, of (i) all cash interest expense paid or payable in respect of such period on the funded debt of the borrower and its subsidiaries on a consolidated basis, plus (ii) all installments of principal or other sums paid or due and payable during such period by the borrower or any of its consolidated subsidiaries with respect to the funded debt (other than the advances and the original principal payment made with respect to permitted refinancing indebtedness), plus (iii) all income taxes paid or payable in cash during such period, plus (iv) all restricted payments paid or payable in cash in respect of such period by the borrower (other than dividends on capital stock of the borrower that were accrued and not paid), plus (v) all unfinanced capital expenditures of the borrower and its consolidated subsidiaries for such period (except certain excluded capital expenditures), plus (vi) all capitalized rent and lease expense of the borrower and its consolidated subsidiaries for such period, all as determined in accordance with GAAP.

OnEvent ~~June~~of ~~25,~~Default: ~~2010~~The Revolving Loan contains certain events of default, ~~the~~including ~~Company~~failure ~~entered~~to ~~into~~make required payments; breaches of covenants which are not cured within a ~~purchase~~ ~~agreement~~stated ~~(the~~cure ~~“Purchase~~period ~~Agreement”),~~or byany representations and ~~between~~warranties ~~the~~in ~~Company~~any ~~and~~material ~~Goldman,~~adverse ~~Sachs~~respect; &defaults ~~Co.~~under ~~(the~~certain ~~“Initial Purchaser”),~~other ~~pursuant~~indebtedness; tocertain ~~which~~judgments against the Company ~~agreed~~for tothe ~~issue~~payment ~~and~~of ~~sell,~~money; ~~and~~failure ~~the~~to ~~Initial~~keep ~~Purchaser~~any ~~agreed~~material toprovision ~~purchase~~of any loan document valid, ~~$280.2 million~~binding ~~principal~~and ~~amount~~enforceable; a change of ~~its~~control; ~~Series~~an Aevent ~~13%~~of ~~Senior~~bankruptcy ~~Secured~~or ~~Notes~~insolvency; ~~due~~loss ~~2015~~of (the ~~“Series~~Company’s Agaming ~~Notes”)~~licenses ~~and~~to ~~$104.8~~the ~~million principal~~extent ~~amount~~such ofloss ~~its~~is ~~Series~~reasonably Blikely ~~13%~~to ~~Senior~~cause ~~Secured~~a ~~Notes~~material ~~due~~adverse ~~2015~~effect; (the ~~“Series~~Company Bbecomes ~~Notes”~~the ~~and,~~subject ~~together~~of ~~with~~certain ~~the~~enforcement ~~Series A~~actions ~~Notes,~~if ~~the~~such ~~“Senior~~enforcement ~~Secured~~action ~~Notes”),~~has ~~which~~not ~~are~~been ~~guaranteed~~dismissed ~~(the~~or ~~“Guarantees”)~~terminated bywithin ~~substantially~~60 ~~all~~days ofafter commencement; or the Company’s ~~domestic~~becomes ~~subsidiaries~~prohibited ~~(the~~from ~~“Guarantors”~~conducting ~~and,~~gaming ~~together~~activities ~~with~~for ~~the~~a ~~Company’s,~~period ~~the~~of ~~“Obligors”)~~greater than thirty consecutive days. A default could result in, ~~which~~ ~~subsidiaries~~among ~~executed~~other things, a ~~joinder~~termination toof the ~~Purchase~~revolving ~~Agreement~~credit oncommitment ~~June~~and ~~30,~~acceleration ~~2010~~of amounts outstanding under the Revolving Loan.

OnFurther, the ~~Effective~~Predecessor ~~Date,~~and ~~the~~its ~~Company~~subsidiaries ~~consummated~~ had agreed to collaterally assign the ~~issuance~~mortgage ~~and~~in ~~sale~~favor of the Predecessor ~~Senior~~as ~~Secured~~well ~~Notes~~as a mortgage under which a pre-bankruptcy affiliate of the ~~Purchase~~Predecessor ~~Agreement~~was inthe aborrower ~~private~~(but ~~placement~~as to ~~qualified~~which ~~institutional~~the ~~buyers~~Predecessor inwas also the ~~United~~beneficiary ~~States~~of a collateral assignment to secure the mortgage in ~~reliance~~favor onof ~~Rule~~us) ~~144A~~to the lenders under the Revolving ~~Securities~~Loan ~~Act~~on ofa ~~1933,~~first-priority asbasis ~~amended~~and (to the ~~“Securities~~holders ~~Act”)~~of the Senior Secured Notes on a second-priority basis. However, if ~~and~~the ~~outside~~subordination agreements and the ~~United~~collateral ~~States~~assignment of the mortgage in ~~reliance~~favor onof ~~Regulation~~the SPredecessor and under which the ~~Securities~~Predecessor’s pre-bankruptcy ~~Act~~affiliate was the borrower were determined not to be enforceable, such mortgages could be deemed to have a higher priority than the mortgage on such property that the Predecessor was granting to holders of the Senior Secured Notes.

~~The~~In ~~Senior~~the ~~Secured~~event ~~Notes~~that ~~were~~the ~~issued~~holders ~~pursuant to~~of ansuch ~~indenture,~~mortgages ~~dated~~are asable ofto ~~June~~exercise 30their rights under such mortgages, ~~2010~~they ~~(the~~would ~~“Indenture”)~~be entitled, among ~~the~~other ~~Company~~remedies, to foreclose such liens which could result in the ~~Guarantors,~~Company’s ~~and~~loss ~~Wilmington~~of ~~Trust FSB,~~title asto ~~trustee~~such property.

~~Maturity:~~As ~~The~~of ~~Senior~~December ~~Secured Notes mature on July 1~~31, ~~2015~~2013, ~~and~~the ~~bear~~Company ~~interest~~had at$28.6 amillion ~~rate~~ of ~~13.0%~~available ~~per~~borrowings ~~annum.~~under ~~Interest on~~ the ~~Senior~~Credit ~~Secured~~Agreement ~~Notes~~($42.8 ismillion ~~payable~~of ~~semi-annually on~~commitment ~~January~~less 1$12.8 ~~and~~million ~~July~~in 1borrowings ofin ~~each~~relation ~~year,~~to ~~beginning~~the onconstruction ~~January~~of 1,the ~~2011.~~valet ~~Interest~~parking isgarage ~~computed~~less onoutstanding ~~the~~letters ~~basis~~ of acredit ~~360-day year comprised~~ of ~~twelve~~$1.4 ~~30-day months~~million).

~~The~~At Company paid approximately $18.3 million and $6.8 million in interest payments in relation to the Series A and Series B Notes, respectively on January 3, 2012. Additionally, the Company paid approximately $18.2 million and $6.8 million in interest payments in relation to the Series A and Series B Notes, respectively on July 2, 2012. Furthermore, subsequent to December 31, ~~2012~~2013, the Company ~~paid~~was ~~approximately $18.2 million and $6.8 million~~ in ~~interest~~compliance ~~payments~~with inits ~~relation~~covenants tounder the ~~Series~~Indenture A and ~~Series~~the BCredit ~~Notes, respectively; refer to Item 8 – “Financial and Supplementary Data~~Agreement.”

~~Guarantees:~~Michigan ~~The~~Gaming ~~obligations of~~Control ~~the~~Board Obligors under the Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a second-priority senior secured basis by all of the Company’s current and future domestic subsidiaries, subject to certain exceptions.Covenant

~~Security:~~We ~~The Senior Secured Notes and the related Guarantees~~ are secured by (i) a second priority lien on substantially all of the properties and assets of the Company and each Guarantor, whether now owned or hereafter acquired, except certain excluded assets and (ii) a second priority pledge of all the capital stock of all the subsidiaries of the Company, subject to ~~certain~~compliance ~~limitations~~with ~~(in~~a ~~each~~regulatory ~~case~~fixed ~~subject~~charge ~~to certain~~coverage ~~permitted~~ratio ~~prior~~maintenance ~~liens~~covenant ~~and~~required ~~liens~~by ~~securing certain permitted priority lien debt, including borrowings under~~ the ~~Company’s Revolving Loan agreement described below)~~MGCB.

~~Optional~~In ~~Redemption:~~connection Onwith orour ~~after January~~emergence 1,from ~~2013~~Chapter 11, the ~~Company~~MGCB ~~may~~order ~~redeem~~granting ~~some~~approval orof ~~all~~our ofrevised ~~the~~ownership ~~Senior~~structure, ~~Secured~~capitalization ~~Notes~~and atmanagement ~~any~~provides ~~time~~that atwe ~~the~~must ~~redemption~~comply ~~prices~~with ~~specified in~~a ~~the~~minimum ~~Indentures~~fixed ~~plus~~charge ~~accrued~~coverage ~~and~~ratio ~~unpaid~~maintenance ~~interest~~covenant. ~~and~~The ~~special~~covenant ~~interest,~~requires ifus ~~any,~~to maintain a ratio of EBITDA to fixed charges (each as defined in the ~~applicable~~order) ~~redemption~~on ~~date~~the last day of each calendar quarter of not less than 1.05 to 1.00.

~~Mandatory Redemption: The Senior Secured Notes are subject to mandatory disposition or redemption following certain determinations by applicable gaming regulatory authorities.~~44

The fixed charge coverage ratio is measured on a trailing four quarter basis. We are required to comply with this covenant for so long as any indebtedness is outstanding under our Revolving Loan facility and the Senior Secured Notes. ~~are~~The ~~subject~~Company was not able to ~~mandatory redemption,~~maintain atthe ~~103%~~required minimum ratio of ~~their~~EBITDA ~~principal~~to ~~amount~~fixed ~~plus~~charges ~~accrued~~for ~~and~~the ~~unpaid~~twelve ~~interest~~month measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and ~~special~~December ~~interest~~31, if2013. At the ~~Company~~April ~~has~~9, ~~consolidated excess~~2013, ~~cash~~June ~~flow~~11, as2013, ~~defined~~September in9, ~~the~~2013 ~~Indenture~~and December 11, ~~for~~2013 ~~any~~meetings ~~fiscal~~of ~~year~~the ~~commencing~~MGCB, ~~with~~the MGCB approved the ~~fiscal~~Company’s ~~year~~request ~~beginning~~for onsuspension of the ~~date~~covenant offor the ~~Indenture~~ ~~and~~measurement periods ending March 31, 2013, June 30, ~~2015.~~2013, NoSeptember ~~excess~~30, ~~cash~~2013 ~~flow~~and ~~payments~~December ~~were~~31, ~~required~~2013, torespectively. beThe ~~made~~MGCB byorder ~~the~~also ~~Company~~contains ~~for~~a ~~the~~limitation ~~fiscal~~on ~~year~~certain ~~ended December~~restricted ~~31, 2012~~payments.

41If we fail to comply with these requirements and we are not able to obtain a waiver from the MGCB, we could be subject to additional restrictions on our ability to operate our casino business, fines and suspension or revocation of our gaming license. The revocation of our gaming license or its suspension for more than a short time could result in an event of default under the credit agreement governing the Revolving Loan facility and an event of default under the indenture governing the Senior Secured Notes and could materially adversely affect or eliminate our ability to generate revenue from our casino operations. Even though we obtained a suspension of the covenant for the measurement periods ending March 31, 2013, June 30, 2013, September 30, 2013 and December 31, 2013 from the MGCB, the MGCB may impose additional covenants or other restrictions on our ability to incur indebtedness, which could materially adversely affect our business.

IfFUTURE ~~the~~CASH Company experiences certain change of control events, the Company must offer to repurchase the Senior Secured Notes at 101% of their principal amount, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date. If the Company sells assets or experiences certain events of loss under certain circumstances and does not use the proceeds for specified purposes, the Company must offer to repurchase the Senior Secured Notes at 100% of their principal amount, plus accrued and unpaid interest and special interest, if any, to the applicable repurchase date. The acquisition by Athens of the shares that it has contracted to purchase, which was approved by the MGCB on April 9, 2013, would constitute a change of control under the Indenture. See Item 1A. Risk Factors – “If we experience a change of control we might not have sufficient funds to cover potential mandatory repurchase costs.”FLOWS

~~Covenants:~~Contractual ~~The~~Obligations ~~Indenture contains covenants limiting the ability of Greektown Superholdings~~ and~~/or~~ ~~its~~Commercial direct and indirect subsidiaries to, among other things, (i) engage in businesses other than the operation of Greektown Casino; (ii) incur or guarantee additional indebtedness, except as permitted by the Indenture; (iii) create liens; (iv) make certain investments; (v) pay dividends on or make payments in respect of capital stock; (vi) consolidate or merge with other companies; (vii) sell certain assets; (viii) enter into transactions with affiliates; (ix) agree to negative pledge clauses and (x) enter into sales and leasebacks. Failure to comply with these covenants could result in a default under the Indenture unless Greektown Superholdings obtains a waiver of, or otherwise mitigates, the default.Commitments

~~Events~~As of ~~Default:~~December ~~The Indenture for the Senior Secured Notes contains events of default~~31, ~~including (i) failure to pay principal~~2013, interest, fees or other amounts when due; (ii) breach of any covenants which are not cured within a stated cure period; (iii) default under certain other indebtedness; (iv) becoming subject to certain judgments; (v) failure to keep liens or security interests valid; (vi) certain events of bankruptcy or insolvency; (vii) impairment of any collateral to the ~~loans;~~Company ~~(viii)~~had ~~ceasing to own~~ the ~~casino~~following ~~complex;~~contractual orobligations ~~(ix)~~and ~~loss~~commercial ~~of gaming or certain other licenses or the legal authority to conduct gaming activities. A default could result in an acceleration of the amounts outstanding under the Senior Secured Notes.~~commitments:

The Company had previously announced, on December 19, 2012, the pricing of $455.0 million of credit facilities, intended to replace the Company’s Senior Secured Notes and Revolving Loan facility. As a result of the potential change in ownership, the Company was not in a position to present the refinancing for the required MGCB approval prior to the March 17, 2013 expiration of lender pricing commitments, and therefore did not close the refinancing as contemplated by the December 2012 announcement.


	Payment Due By Period (in thousands)

	Total		Less than 1 year			1-3 years			3-5 years			More than 5 years

Senior Secured Notes (1)	$	385,000		$	—		$	385,000		$	—	$	—
Interest on Senior Secured Notes (2)		100,100			50,050			50,050			—		—
Revolving Loan (3)		12,750			3,000			9,750			—		—
Interest on Revolving Loan (4)		326			326			—			—		—
Development Agreement (5)		—			—			—			—		—
Capital Lease Obligations (6)		7,700			336			672			672		6,020
Total	$	505,876		$	53,712		$	445,472		$	672	$	6,020

Revolving Loan Agreement

(1)	With respect to principal amortization, Greektown Holdings will be required to redeem the Senior Secured Notes in an amount equal to 50% of Consolidated Excess Cash Flow (defined in the definitive documentation as EBITDA less capital expenditures, less cash interest expense, less cash tax expense) for each fiscal year. All such Consolidated Excess Cash Flow redemption payments are to be made at 103% of principal being repaid. We did not include anticipated principal amortization based on Consolidated Excess Cash Flow in this schedule as these amounts are conditioned on Greektown Holdings achieving future EBITDA figures that are not determinable at this time. Rather, all principal amortization for purposes of this calculation is assumed to take place upon expiration of the Senior Secured Notes five years from June 30, 2010.

(2)	For the purposes of this calculation, interest payments were calculated by applying an interest rate of 13%, which is the rate of the Senior Secured Notes.

On the Effective Date, the Company entered into a credit agreement with Comerica Bank for the Revolving Loan facility. On July 6, 2011, July 8, 2011, May 24, 2012, and March 18, 2013, the Company and Comerica Bank agreed to certain modifications to the Credit Agreement (as so amended, the “Credit Agreement”).45

General: The Credit Agreement provides for the Revolving Loan, which expires on December 30, 2014. The maximum expiration of individual letters of credit is twelve months after the issuance thereof, if earlier, the maturity of the Revolving Loan. On May 24, 2012, the Company and Comerica Bank executed a Third Amendment to the Credit Agreement. The Third Amendment, which was approved by the MGCB, increased the aggregate principal amount available under the facility by $15.0 million to $45 million (including $5 million for the issuance of standby letters of credit). Any borrowings under the additional $15.0 million commitment are required to fund expenditures relating to the new valet parking garage, and are to be repaid in quarterly installments equal to 1/20th of the amount advanced, commencing on the first month after the parking facility’s completion date in February 2013. The amendment also, among other things, excludes capital expenditures relating to the valet parking garage from the Fixed Charge Coverage Ratio calculation, discussed below, not to exceed $25.7 million.


(3) (4)	With respect to principal amortization, Greektown Holdings is required to repay the Revolving Loan borrowings related to the new valet parking facility in quarterly installments equal to 1/20th of the $15.0 million outstanding, commencing April 2013 with the remaining balance due on January 1, 2015. For the purposes of this calculation, interest payments were calculated by applying an interest rate of 3.00%, which is Comerica’s prime rate of 2.50% plus 0.50% as of December 31, 2013.
(5) (6)	The Development Agreement requires us to pay the city of Detroit a daily fee in the amount of 1.0% of adjusted gross receipts, which will increase to 2.0% of adjusted gross receipts if our adjusted gross receipts exceed $400.0 million in any calendar year, beginning on the day such receipts are reached and continuing thereafter. We have not included these amounts in the table as the payments are conditioned on future adjusted gross receipts that are not determinable at this time. In addition, if and when the $400.0 million gross receipt number is satisfied, we will be required to pay a one-time fee of $4.0 million to the city of Detroit, which we did not include in the table above as we cannot determine whether we will exceed the $400.0 million in adjusted gross receipts for any particular year. We lease a portion of the casino complex known as the St. Mary’s School Building. In accordance with the provisions of the Leases topic of the FASB ASC, we account for this lease as a capital lease. The amounts listed reflect the minimum contractual lease payments under the lease agreement.

42The Company expects that cash flow from operations together with our unused borrowing capacity under the Revolving Credit Facility will be sufficient to meet our obligations and commitments.

On March 18, 2013, the Company and Comerica Bank executed a Fourth Amendment to the Credit Agreement and Consent (the “Fourth Amendment”). The Fourth Amendment, which was approved by the MGCB on March 12, 2013, extended the expiration of the Revolving Loan facility from December 30, 2013, to December 30, 2014, amended the definition of “EBITDA” to add back the items described in clauses (vi) through (x) of the summarized definition of “EBITDA” below, added certain capital expenditures to the list of items excludable from the “Fixed Charges” definition, reduced the requirements under the minimum EBITDA covenant for certain periods, and gave Comerica Bank’s consent to the acquisition of 51% or more of the capital stock of the Company by Athens.Inflation

~~Security~~We ~~and~~believe ~~Guarantees:~~that ~~The Revolving~~general ~~Loan~~inflation ishad ~~secured~~no bysignificant aimpact ~~perfected~~on ~~first~~our ~~priority~~business, ~~lien~~results ~~and~~of ~~security~~operations, ~~interest~~financial oncondition ~~all~~or ~~the~~cash ~~assets~~flows ofduring the ~~Company~~years ended December 31, 2013 and ~~all~~2012. ~~its direct~~Absent changes in competitive and ~~indirect~~economic ~~subsidiaries,~~conditions ~~excluding,~~in ~~among~~the ~~other~~city ~~things,~~of Detroit or specific events affecting the ~~Company’s~~hotel ~~gaming~~and ~~license.~~casino ~~Additionally~~industry generally, ~~effective~~we ~~July 2011,~~do anot ~~requirement~~expect ~~for~~that inflation will have a 45significant ~~day~~impact ~~annual~~on ~~revolver~~our ~~“clean~~operations upin ~~period”~~the ~~was~~future. ~~added~~Changes toin ~~the~~specific ~~Credit~~prices, ~~Agreement~~such as fuel and transportation prices, ~~during which~~relative to the ~~Company~~general ~~will~~rate beof ~~required~~inflation tomay ~~maintain~~have a ~~zero~~material ~~balance~~adverse ~~under~~effect on the ~~Revolving~~hotel ~~Loan~~and ~~for~~casino aindustry ~~period~~in general and, therefore, our business, results of 45operations, ~~consecutive~~financial ~~days~~condition and cash flows.

~~Interest~~Critical ~~and~~Accounting ~~Fees: Borrowings under the Revolving Loan initially bear interest at an annual rate of LIBOR plus 2.50%~~Policies, orJudgments ~~the higher of Comerica Bank’s prime reference rate~~ and 3.25%. Upon the Trappers Mortgage Release (as defined below), the Revolving Loan will bear interest at an annual rate of LIBOR plus 1.75% (if the Leverage Ratio (as defined below) is less than 4 to 1) or 2.25% (if the Leverage Ratio is greater than or equal to 4 to 1) or at an annual rate of (a) the higher of (i) Comerica Bank’s prime reference rate and (ii) 2.50% minus (b) 0.50% (if the Leverage Ratio is greater than or equal to 4 to 1) or 1% (if the Leverage Ratio is less than 4 to 1).Estimates

~~Prior~~Our todiscussion ~~July~~and 1,analysis ~~2012,~~of ~~there~~our ~~was~~financial acondition ~~facility fee~~and results of ~~0.50%~~operations ~~per~~is ~~annum~~based onupon ~~the~~our ~~aggregate~~consolidated ~~revolving~~financial ~~credit~~statements, ~~commitment~~which ~~amount~~have ~~payable~~been ~~quarterly~~prepared in ~~arrears~~accordance onwith ~~the~~Generally ~~first~~Accepted ~~day~~Accounting ofPrinciples ~~each fiscal quarter~~(“GAAP”). AsThe preparation of ~~May~~these ~~24,~~consolidated ~~2012,~~financial ~~the~~statements ~~amendment~~requires ~~replaced~~us ~~the~~to ~~facility~~make ~~fee~~estimates, ofjudgments ~~0.50%~~and ~~with~~assumptions anthat ~~unused~~affect ~~line~~the reported amounts of ~~credit~~assets, ~~fee~~liabilities, ofrevenues ~~0.75% per~~and ~~annum~~expenses, onand the ~~face~~related ~~amount~~disclosure of ~~commitment~~contingent ~~less~~assets ~~any~~and ~~borrowings~~liabilities. ~~outstanding~~We ~~payable~~base ~~quarterly~~our ~~commencing~~estimates on ~~July~~historical 1,experience ~~2012~~ and on ~~the~~ ~~first~~various ~~day~~other ofassumptions ~~each~~that ~~fiscal~~we ~~quarter~~believe ~~thereafter.~~are ~~There~~reasonable isunder ~~also~~the acircumstances, ~~non-refundable~~the ~~letter~~results of ~~credit~~which ~~fee~~form ofthe ~~3.50%~~basis ~~per~~for ~~annum~~making onjudgments about the ~~face~~ ~~amount~~carrying values of ~~each~~assets ~~letter~~and ofliabilities ~~credit~~that ~~payable~~are ~~quarterly~~not inreadily ~~advance~~apparent from other sources. Actual results may differ from these estimates.

AsAn aaccounting ~~result~~policy ofis ~~the~~considered ~~May~~to ~~24,~~be ~~2012,~~critical ~~Third~~if ~~Amendment~~ it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the ~~Credit~~time ~~Agreement,~~the ~~interest~~estimate is ~~equal~~made, toand ~~LIBOR~~if ~~plus~~different ~~2.25%~~estimates ~~(under~~that ~~the~~reasonably ~~LIBOR~~could ~~option~~have ~~set~~been ~~forth~~used, or changes in the ~~agreement)~~accounting orestimate ~~the~~that ~~prime rate~~are ~~less~~reasonably ~~0.25%~~likely ~~(under~~to occur, could materially impact the ~~prime~~consolidated ~~rate~~financial ~~option~~statements. ~~set~~We ~~forth~~believe inthat the ~~agreement),~~following ~~provided~~critical ~~that~~accounting policies reflect the ~~Company’s~~more ~~leverage~~significant ~~ratio~~estimates ~~remains~~ and assumptions used in ~~excess~~the preparation of 4the consolidated financial statements.~~0:1.0.~~

~~“Leverage~~Management ~~Ratio”~~has ~~means~~discussed asthe ofdevelopment ~~the last~~and ~~day~~selection of ~~any~~these ~~fiscal~~critical ~~quarter~~accounting ofestimates ~~the~~with ~~Company,~~ the ~~ratio~~Audit Committee of anour ~~amount~~Board ~~equal~~of ~~to,~~Directors. onIn ~~a consolidated basis~~addition, ~~the~~there ~~sum~~are ofother ~~all~~items ofwithin ~~the funded~~our ~~debt~~financial ofstatements ~~the~~that ~~Company~~require ~~and its subsidiaries as of such date~~estimation, ~~excluding~~but ~~all~~are ~~subordinated~~not ~~debt,~~deemed tocritical ~~EBITDA (~~as defined ~~below) for the four fiscal quarters then ending~~above. ~~Adjustments~~Changes toin ~~the~~estimates ~~interest~~used ~~rate~~in these and ~~the~~other ~~applicable~~items ~~letter~~could ofhave ~~credit~~a ~~fee~~material ~~rate~~impact ~~are implemented quarterly based~~ on ~~the~~our ~~Leverage~~financial ~~Ratio~~statements.

Prepayment: The Revolving Loan requires mandatory prepayments in an amount equal to (i) 100% of the net proceeds of the permitted sale of assets (subject to certain exclusions and permitted reinvestments), (ii) 100% of the net proceeds of any recovery from insurance arising from an event of loss (subject to certain exclusions and permitted reinvestments), and (iii) 100% of the net proceeds for the issuance of any debt or equity securities (subject to certain exclusions). Except with respect to certain asset sales, mandatory prepayments do not reduce revolving credit commitments.46

~~Certain~~We ~~Covenants:~~believe ~~The~~our ~~Credit~~application ~~Agreement contains a number~~ of ~~covenants~~accounting ~~that~~policies, ~~among other things, restrict, subject to certain exceptions~~ and ~~materiality thresholds,~~ the ~~ability~~ ofestimates ~~the~~inherently ~~Company~~required ~~and~~by its subsidiaries to sell assets and property, incur additional indebtedness, create liens on assets, make investments, loans, guarantees or advances, make distributions, dividends or payments on account of, or purchase, redeem or otherwise acquire, any of the ~~Company’s capital stock~~policies, ~~prepay~~are ~~certain~~reasonable. ~~indebtedness,~~These ~~engage~~accounting inpolicies ~~acquisitions,~~and ~~mergers~~estimates orare ~~consolidations, engage~~constantly inreevaluated ~~transactions~~and ~~with~~adjustments ~~affiliates,~~are ~~amend~~made ~~agreements~~when ~~governing~~facts ~~the~~and ~~Company’s~~circumstances ~~indebtedness,~~dictate ~~including~~a ~~the Senior Secured Notes, make capital expenditures, enter into negative pledges,~~ change. ~~the~~Refer ~~fiscal~~to ~~year~~Note ~~and~~2— ~~change~~Summary ~~the~~of ~~Company’s~~Significant orAccounting ~~any~~Policies ~~subsidiary’s name,~~to ~~jurisdiction of incorporation, or~~ the ~~location~~Consolidated atFinancial ~~which~~Statements ~~any~~presented ~~Collateral is stored. The Company was~~ in ~~compliance~~Item ~~with~~8 ~~those covenants~~of onthis ~~December 31, 2012~~report.

43Net Revenues

The ~~May~~Company ~~24,~~recognizes ~~2012~~as ~~amendment~~casino torevenues the ~~Credit~~net ~~Agreement~~win ~~eliminated the~~from ~~June~~gaming 30activities, ~~2012~~which ~~outside~~is ~~date for~~ the ~~release~~difference ofbetween ~~the~~gaming ~~liens~~wins onand alosses. ~~small~~Revenues ~~parcel~~from offood ~~real~~and ~~property~~beverage ~~(the~~and ~~“Trappers~~hotel ~~Parcel”) underlying a portion of our casino~~ operations ~~which~~are ~~secure~~recognized ~~indebtedness~~at ~~owed~~the totime ~~Greektown~~of ~~LLC~~sale ~~and~~or ~~third~~upon ~~parties (~~the ~~“Trappers Lien”)~~provision ~~in favor~~ of ~~an agreement to use commercially reasonable efforts to cause such liens to be released~~service. ~~The~~In ~~Trappers~~accordance ~~Parcel is~~with ~~encumbered by~~ the ~~Trappers~~Revenue ~~Lien.~~Recognition ~~While~~topic ~~the Company believes that these third party liens are discharged pursuant to the terms~~ of the ~~Plan,~~FASB ~~the~~ASC ~~liens~~applied ~~established~~to bycircumstances ~~these~~where ~~mortgages~~consideration ~~were~~is ~~not~~given ~~removed from the title record or insured~~ by ~~the~~a ~~title~~vendor ~~company prior~~ to ~~the~~a ~~Effective~~customer, ~~Date. Historical subordination agreements from~~ the ~~third~~retail ~~parties~~value ~~holding~~of ~~such~~food, ~~mortgages~~beverage, ~~exist~~and ~~whereby~~other ~~such~~complimentary ~~parties have~~items ~~agreed~~furnished ~~not~~ to ~~exercise~~customers ~~remedies~~without ~~until~~charge ~~Casino~~is ~~has~~included ~~exercised~~in ~~such~~revenues ~~remedies~~and ~~under~~then adeducted ~~mortgage~~as inpromotional ~~favor~~allowances ofto ~~Casino~~arrive onat ~~the~~net ~~same parcel~~revenues.

InAllowance ~~addition,~~for ~~the Credit~~Doubtful ~~Agreement~~Casino ~~contains~~Accounts financial covenants pursuant to which the Company must achieve specified minimum EBITDA (as defined below) levels during twelve month periods ending on applicable test dates, and as of each fiscal year end, a Fixed Charge Coverage Ratio of not less than 1.05 to 1 (on a trailing twelve month basis).Receivable

~~“Fixed~~Our ~~Charge~~gaming ~~Coverage~~receivables ~~Ratio”~~consist ~~means EBITDA~~predominantly ~~divided~~of bygaming ~~Fixed~~markers ~~Charges~~issued to casino patrons on the gaming floor. We maintain strict controls over the issuance of markers and the collection of outstanding markers from patrons who fail to pay within a timely manner. Our methods of collection include the mailing of statements and delinquency notices, personal contacts through independent collection agencies and civil litigation.

~~“EBITDA”~~We ~~means~~record ~~Net~~an ~~Income~~allowance for ~~the applicable~~doubtful ~~period~~casino ~~plus,~~accounts ~~without~~receivable ~~duplication~~that ~~and~~represents ~~only~~our tobest ~~the~~estimate ~~extent~~of ~~deducted~~the inamount determining Net Income, (i) depreciation and amortization expense for such period, (ii) Interest Expense, whether paid or accrued, for such period, (iii) all Income Taxes for such period, (iv) reasonable legal, accounting, consulting, advisory and other out-of~~-pocket~~ ~~expenses~~probable ~~incurred~~credit losses in ~~connection~~our ~~with~~existing ~~on-going~~accounts ~~bankruptcy court~~receivable. ~~proceedings~~We ~~related~~assess to the ~~bankruptcy~~amount of ~~Greektown~~the ~~Holdings,~~allowance ~~L.L.C.,~~on ~~ending~~a ~~June~~quarterly ~~30,~~basis ~~2011,~~based ~~(v) for any fiscal quarter ending~~ on orhistorical ~~before June 30, 2012, specified non~~write-~~recurring~~off ~~expenses,~~experience ~~(vi)~~and ~~goodwill~~review ~~impairment~~of ~~charges,~~returned ~~(vii)~~gaming ~~certain costs~~markers, ~~fees~~past-due balances and ~~expenses relating~~individual tocollection ~~the~~analysis. ~~proposed~~Account ~~refinancing~~balances ofare ~~the~~charged ~~Senior~~off ~~Secured~~against ~~Notes or relating to~~ the ~~proposed~~allowance ~~stock~~after ~~acquisition~~all byreasonable ~~Athens,~~means ~~(vii) certain~~of ~~non-cash~~collection ~~compensation~~have ~~expenses,~~been ~~(ix)~~exhausted ~~non-cash~~and ~~purchase~~the ~~accounting~~potential ~~adjustments,~~for ~~and~~recovery ~~(x)~~is ~~all~~considered ~~other non-cash charges~~remote.

~~“Fixed~~Impairment ~~Charges” means for any period, the sum, without duplication,~~ of ~~(i)~~Long-lived all cash Interest Expense paid or payable in respect of such period on the Funded Debt of Borrower and its Subsidiaries on a Consolidated basis, plus (ii) all installments of principal or other sums paid or due and payable during such period by Borrower or any of its Consolidated Subsidiaries with respect to Funded Debt (other than the Advances and the original principal payment made with respect to Permitted Refinancing Indebtedness), plus (iii) all Income Taxes paid or payable in cash during such period, plus (iv) all Restricted Payments paid or payable in cash in respect of such period by Borrower (other than dividends on Capital Stock of the Borrower that were accrued and not paid), plus (v) all unfinanced Capital Expenditures of Borrower and its Consolidated Subsidiaries for such period (except certain excluded Capital Expenditures), plus (vi) all capitalized rent and lease expense of Borrower and its Consolidated Subsidiaries for such period, all as determined in accordance with GAAP. Assets

~~Event~~The ofCompany ~~Default:~~accounts ~~The~~for ~~Revolving~~long-lived ~~Loan contains~~assets ~~certain~~in ~~events~~accordance ofwith ~~default,~~the ~~including~~provisions ~~failure~~of tothe ~~make~~Property, ~~required~~Plant, ~~payments;~~and ~~breaches~~Equipment topic of ~~covenants~~the ~~which~~FASB ~~are~~ASC. ~~not~~The ~~cured~~Property, ~~within a~~Plant, ~~stated~~and ~~cure~~Equipment ~~period~~topic orof ~~any~~the ~~representations~~FASB ~~and~~ASC ~~warranties~~requires inthat ~~any~~long-lived ~~material~~assets ~~adverse~~be ~~respect;~~reviewed ~~defaults~~for ~~under~~impairment ~~certain~~whenever ~~other~~events ~~indebtedness; certain~~or ~~judgments~~changes ~~against~~in ~~the~~circumstances ~~Company~~indicate ~~for~~that the ~~payment~~carrying amount of ~~money;~~an ~~failure~~asset tomay ~~keep~~not ~~any~~be ~~material~~recoverable. ~~provision~~Recoverability of ~~any~~assets ~~loan~~to ~~document~~be ~~valid, binding~~held and ~~enforceable;~~used is measured by a ~~change~~comparison of ~~control;~~the ancarrying ~~event~~amount of ~~bankruptcy~~an orasset ~~insolvency;~~to ~~loss~~future ofnet ~~the~~cash ~~Company’s~~flows ~~gaming~~expected ~~licenses~~ to be generated by the ~~extent~~asset. ~~such~~If ~~loss~~the iscarrying ~~reasonably~~amount ~~likely~~of toan ~~cause~~asset aexceeds ~~material~~its ~~adverse~~estimated ~~effect;~~undiscounted ~~the~~future ~~Company~~cash ~~becomes~~flows, ~~the~~an ~~subject~~impairment ofcharge ~~certain~~is ~~enforcement actions~~recognized ifin ~~such~~the ~~enforcement~~amount ~~action~~by ~~has~~which ~~not~~the ~~been~~carrying ~~dismissed~~amount orof ~~terminated~~the ~~within~~asset 60exceeds ~~days~~the ~~after~~fair ~~commencement;~~value orof the ~~Company~~asset. ~~becomes prohibited~~Assets ~~from~~to ~~conducting~~be ~~gaming~~disposed ~~activities~~of ~~for~~are areported ~~period~~at the lower of ~~greater~~the ~~than~~carrying ~~thirty~~amount ~~consecutive~~or ~~days.~~fair Avalue, ~~default~~less ~~could~~costs ~~result~~to sell. No events or changes in, ~~among other~~circumstances ~~things,~~indicated athat ~~termination~~the carrying amount of the ~~revolving~~assets ~~credit~~will ~~commitment~~not ~~and~~be ~~acceleration~~recoverable. ofNo ~~amounts~~impairment ~~outstanding~~was recorded ~~under~~during the ~~Revolving~~period ~~Loan~~ended December 31, 2013 or year ended December 31, 2012.

44Goodwill and Intangible Assets

~~Further,~~Goodwill represents the ~~Company~~excess ~~and~~of ~~its~~acquisition ~~subsidiaries~~value ~~have~~over ~~agreed~~fair tovalue ~~collaterally assign~~of ~~the~~assets ~~mortgage~~acquired inand ~~favor~~liabilities ofassumed ~~the~~by ~~Company~~Athens as ~~well~~of asthe aAcquisition ~~mortgage~~Date. ~~under~~The ~~which~~acquisition avalue ~~pre-bankruptcy~~and ~~affiliate~~fair value of ~~the~~assets ~~Company~~and isliabilities ~~the borrower~~assumed ~~(but~~by asAthens towere ~~which~~determined ~~the~~by ~~Company~~valuation isprofessionals ~~also~~who ~~the~~used ~~beneficiary~~income ofand acost ~~collateral~~based ~~assignment~~methods, toas ~~secure~~appropriate. ~~the~~Refer ~~mortgage in favor of us)~~ to ~~the~~Note ~~lenders~~3 ~~under~~“Athens ~~the~~Transaction” ~~Revolving~~presented ~~Loan~~in onItem a8 ~~first-priority~~“Financial ~~basis~~Statements and toSupplementary ~~the~~Data” ~~holders~~ of ~~the~~this ~~Senior~~report ~~Secured~~for ~~Notes~~further oninformation aregarding ~~second-priority basis. However, if~~ the ~~subordination~~Athens ~~agreements~~Transaction. ~~and~~In ~~the~~accordance ~~collateral~~with ~~assignment~~accounting ofguidance ~~the~~related ~~mortgage~~to ingoodwill ~~favor~~and ofother ~~the~~intangible ~~Company~~assets, ~~and under which~~ the Company’s ~~pre-bankruptcy~~tests ~~affiliate~~for isimpairment ~~the~~of ~~borrower~~goodwill ~~were~~and ~~determined~~indefinite-lived ~~not~~intangible toassets beannually ~~enforceable,~~in ~~such~~the ~~mortgages~~fourth ~~could be~~quarter ~~deemed~~and toin ~~have~~certain asituations ~~higher~~between ~~priority~~those ~~than~~annual ~~the~~dates, ~~mortgage~~if oninterim ~~such~~indicators ~~property that the Company is granting to holders~~ of ~~the~~impairment ~~Senior Secured Notes~~arise.

In the event that the holders of such mortgages are able to exercise their rights under such mortgages, they would be entitled, among other remedies, to foreclose such liens which could result in the Company’s loss of title to such property.47

AsSubsequent to our 2013 annual goodwill impairment testing as of ~~December~~October 311, ~~2012~~2013, ~~the~~we ~~Company~~reversed ~~had~~ $2936.1 4 million of ~~available~~our ~~borrowings~~deferred ~~under~~tax liability. The reversal of the ~~Credit~~deferred ~~Agreement~~tax ~~($45.0~~liability ~~million~~resulted in the carrying amount of ~~commitment~~the ~~less~~Company ~~$15~~to exceed its fair value.0 ~~million~~As ina ~~borrowings~~result we performed an event-driven goodwill impairment test in ~~relation to~~the three months ended December 31, 2013. Based on the ~~construction~~results of ~~the~~this ~~valet~~event-driven ~~parking~~impairment ~~garage~~test ~~less~~we ~~outstanding~~recorded ~~letters~~a ofgoodwill ~~credit~~impairment charge of $42.1 million in the three months ended December 31, 2013. At December 31, 2013, the Company’s goodwill balance was $81.0 million. Refer to Note 9 ~~million)~~- Income Taxes presented in Item 8 “Financial Statements and Supplementary Data” for additional information on the reversal of our deferred tax liability.

AtGoodwill ~~December~~is ~~31,~~tested ~~2012,~~for impairment using a discounted cash flow model based on the ~~Company~~estimated ~~was~~future inresults ~~compliance with~~of ~~its~~the ~~covenants~~Company, ~~under~~discounted using the ~~Indenture~~market participant-based, weighted-average cost of capital, and ~~the~~market ~~Revolving~~indicators ~~Loan~~of ~~Agreement~~terminal year capitalization rates.

~~Michigan~~ Indefinite-lived ~~Gaming~~intangible ~~Control~~assets ~~Board~~are ~~Covenant~~not subject to amortization but are tested for impairment annually in the fourth quarter, by comparing the estimated fair value of the indefinite-life intangible asset to the carrying values using a discounted cash flow approach. Intangible assets with a definite life are amortized over their useful life, which is the period over which the asset is expected to contribute directly or indirectly to future cash flows. Management periodically assesses the amortization period of intangible assets with definite lives based upon estimated future cash flows from related operations.

WeInherent in the calculation of the fair value of goodwill and indefinite-lived intangible assets are ~~subject~~various estimates. Future cash flow estimates are, by their nature, subjective, and actual results may differ materially from the Company’s estimates. If the Company’s ongoing estimates of future cash flows are not met, the Company may have to ~~compliance~~record ~~with~~impairment acharges in future accounting periods. The Company’s estimates of cash flows are based on the current regulatory ~~fixed~~, ~~charge~~political ~~coverage~~and ~~ratio~~economic ~~maintenance~~climates, ~~covenant~~recent ~~required~~operating information, and the property’s forecasts. These estimates could be negatively impacted by changes in federal, state, or local regulations; economic downturns; or other events affecting various forms of travel and access to the ~~MGCB~~Company’s properties.

InFinancing connection with our emergence from Chapter 11, the MGCB order granting approval of our new ownership structure, capitalization and management provides that we must comply with a minimum fixed charge coverage ratio maintenance covenant. The covenant requires us to maintain a ratio of EBITDA to fixed charges (each as defined in the order) on the last day of each calendar quarter of not less than 1.05 to 1.00.Fees

The ~~fixed~~Company ~~charge~~capitalizes ~~coverage~~certain ~~ratio~~financing iscosts ~~measured~~in onaccordance ~~a trailing four quarter basis. We are required to comply~~ with ~~this~~ ~~covenant~~the ~~for~~Debt sotopic ~~long~~of ~~as any indebtedness is outstanding under our Revolving Loan facility and~~ the ~~Senior~~FASB ~~Secured Notes~~ASC. ~~Although we were in compliance with this covenant as of December 31~~Accordingly, ~~2012,~~we ~~the~~begin ~~Company~~capitalizing ~~does~~finance ~~not~~costs ~~anticipate~~when ~~being~~activities ~~able~~in torelation ~~maintain the required minimum ratio of EBITDA~~ to ~~fixed charges for~~ the ~~twelve~~procurement ~~month measurement period ending March 31, 2013, based upon current estimates. At the April 9, 2013 meeting~~ of ~~the~~financing ~~MGCB~~begin, ~~the~~and ~~MGCB~~cease ~~approved~~capitalization ~~the~~when ~~Company’s~~all ~~request~~financing ~~for suspension~~activities ofare ~~the~~substantially ~~covenant for the measurement period ending March 31, 2013~~complete. ~~The~~Financing ~~MGCB~~fees ~~order~~are ~~also~~amortized ~~contains~~using athe ~~limitation~~effective oninterest ~~certain~~rate ~~restricted payments~~method.

45We accrue for contingent obligations, including legal costs, when the obligation is probable and the amount can be reasonably estimated. As facts concerning contingencies become known we reassess our position and make appropriate adjustments to the financial statements. Estimates that are particularly sensitive to future changes include those related to tax, legal, and other regulatory matters that are subject to change as events evolve and additional information becomes available. Refer to Note 11 – Commitments and Contingencies of the Consolidated Financial Statements as of December 31, 2013 as presented in Item 8 of this report.

~~FUTURE CASH FLOWS~~ 48

~~Contractual~~ITEM ~~Obligations~~7A. ~~and~~QUANTITATIVE ~~Commercial~~AND ~~Commitments~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK

AsMarket risk is the risk of ~~December~~loss ~~31,~~arising ~~2012~~from adverse changes in market rates and prices, ~~the~~such ~~Company~~as ~~had~~interest ~~the following~~rates, ~~contractual~~foreign ~~obligations~~exchange and ~~commercial~~commodity ~~commitments:~~prices. We do not believe we are subject to material risk from adverse changes in foreign exchange or commodity prices. We are subject to market risk from adverse changes in interest rates.

	Payment Due By Period (in thousands)
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Senior Secured Notes (1)	$	385,000	$	—	$	385,000	$	—	$	—
Interest on Senior Secured Notes (2)		150,150		50,050		100,100		—		—
Revolving Loan (3)		15,000		3,000		6,000		6,000		—
Interest on Revolving Loan (4)		1,152		409		548		195
Development Agreement (5)		—		—		—		—		—
Capital Lease Obligations (6)		8,036		336		672		672		6,356
Lump Sum Ratification Payments (7)		1,221		1,221		—		—		—
Total	$	560,559	$	55,016	$	492,320	$	6,867	$	6,356

Borrowings under the Revolving Loan bear interest at a variable rate, as discussed in the “Liquidity and Capital Resources” section above. If interest rates were to increase, interest expense with respect to the Revolving Loan borrowings would increase; however, the extent of such increase cannot be determined at this time.

(1)	With respect to principal amortization, Greektown Superholdings will be required to redeem the Senior Secured Notes in an amount equal to 50% of Consolidated Excess Cash Flow (defined in the definitive documentation as EBITDA less capital expenditures, less cash interest expense, less cash tax expense) for each fiscal year. All such Consolidated Excess Cash Flow redemption payments are to be made at 103% of principal being repaid. We did not include anticipated principal amortization based on Consolidated Excess Cash Flow in this schedule as these amounts are conditioned on Greektown Superholdings achieving future EBITDA figures that are not determinable at this time. Rather, all principal amortization for purposes of this calculation is assumed to take place upon expiration of the Senior Secured Notes five years from the Effective Date.
(2)	For the purposes of this calculation, interest payments were calculated by applying an interest rate of 13%, which is the rate of the Senior Secured Notes.
(3)	With respect to principal amortization, Greektown Superholdings will be required to repay the Revolving Loan borrowings related to the new valet parking facility in quarterly installments equal to 1/20th of the $15.0 million outstanding, commencing on the first month after the parking facility’s completion date.
(4)	For the purposes of this calculation, interest payments were calculated by applying an interest rate of 3.0%, which is Comerica’s prime rate of 3.25% less 0.25% as of January 30, 2013.
(5)	The Development Agreement requires us to pay the city of Detroit a daily fee in the amount of 1% of adjusted gross receipts, which will increase to 2% of adjusted gross receipts if our adjusted gross receipts exceed $400 million in any calendar year, beginning on the day such receipts are reached and continuing thereafter. We have not included these amounts in the table as the payments are conditioned on future adjusted gross receipts that are not determinable at this time. In addition, if and when the $400 million gross receipt number is satisfied, we will be required to pay a one-time fee of $4 million to the city of Detroit, which we did not include in the table above as we cannot determine whether we will exceed the $400 million in adjusted gross receipts for any particular year.
(6)	We lease a portion of the Expanded Complex known as the St. Mary’s School Building. In accordance with the provisions of the Leases topic of the FASB ASC, we account for this lease as a capital lease. The amounts listed reflect the minimum contractual lease payments under the lease agreement.

We do no enter into derivative contracts for trading or speculative purposes, but we may enter into derivatives, particularly interest rate swaps, to reduce interest rate exposure arising from our borrowings under the Revolving Loan.

4649

~~(7)~~ITEM ~~The DCC ratified a four year labor agreement with the Company on October 24, 2011~~8. ~~The~~FINANCIAL ~~Ratified~~STATEMENTS ~~Agreement~~AND ~~provides~~SUPPLEMENTARY the following: In the first year of the Ratified Agreement, a first lump sum ratification payment (“Payment”) of $2,500 and $2,000 will be made to full time and part time employees, respectively. The payments were paid in the fourth quarter of 2011. In the third year (after October 17, 2013) of the Ratified Agreement, a second payment of $1,000 and $800 will be made to full time and part time employees, respectively. The payments will be paid in the fourth quarter of 2013.DATA

~~The Company expects that cash flow from operations together with our unused borrowing capacity under the Revolving Credit Facility will be sufficient to meet our obligations and commitments.~~Contents

Inflation

Report of Independent Registered Public Accounting Firm		51

Audited Consolidated Financial Statements

Consolidated Balance Sheets		52-53
Consolidated Statements of Operations		54
Consolidated Statements of Shareholders’ Equity/Membership Interest		55
Consolidated Statements of Cash Flows		56
Notes to Consolidated Financial Statements		57

We believe that general inflation had no significant impact on our business, results of operations, financial condition or cash flows during the years ended December 31, 2012 and 2011. Absent changes in competitive and economic conditions in Detroit or specific events affecting the hotel and casino industry generally, we do not expect that inflation will have a significant impact on our operations in the future. Changes in specific prices, such as fuel and transportation prices, relative to the general rate of inflation may have a material adverse effect on the hotel and casino industry in general and, therefore, our business, results of operations, financial condition and cash flows.50

~~Critical~~Report ~~Accounting~~of ~~Policies,~~Independent ~~Judgments~~Registered ~~and~~Public ~~Estimates~~Accounting Firm

~~Our~~The ~~discussion~~Board ~~and analysis~~ of ~~our~~Directors ~~financial condition~~ and ~~results~~Shareholders of ~~operations~~Greektown isHoldings, ~~based~~LLC ~~upon~~We ~~our~~have ~~consolidated~~audited ~~financial~~the ~~statements,~~accompanying ~~which~~consolidated ~~have~~balance ~~been~~sheets ~~prepared~~of inGreektown ~~accordance with~~Holdings, ~~Generally~~LLC ~~Accepted Accounting Principles~~ (~~“GAAP”~~Successor). ~~The~~as ~~preparation~~ of ~~these~~December ~~consolidated financial statements requires us to make estimates~~31, ~~judgments~~2013 and ~~assumptions~~Greektown ~~that~~Superholdings, ~~affect~~Inc. ~~the~~(Predecessor) ~~reported~~as ~~amounts~~ of ~~assets,~~December ~~liabilities~~31, ~~revenues and expenses~~2012, and the related ~~disclosure~~consolidated statements of ~~contingent~~operations, ~~assets~~shareholders’ equity/membership interest, and ~~liabilities.~~cash Weflows ~~base~~for ~~our~~the ~~estimates~~nine onmonths ~~historical~~ended ~~experience~~December ~~and~~31, ~~on various~~2013 ~~other~~(Successor), ~~assumptions~~the ~~that~~three wemonths ~~believe~~ended ~~are~~March ~~reasonable~~31, ~~under~~2013 ~~the~~(Predecessor) ~~circumstances,~~and the ~~results~~year ofended ~~which~~December ~~form~~31, ~~the~~2012 ~~basis~~(Predecessor). ~~for~~These ~~making judgments~~financial ~~about~~statements are the ~~carrying~~responsibility ~~values~~ of ~~assets~~the ~~and~~Company's ~~liabilities~~management. ~~that~~Our ~~are~~responsibility ~~not~~is ~~readily~~to ~~apparent~~express ~~from~~an ~~other~~opinion ~~sources.~~on ~~Actual~~these ~~results may~~financial ~~differ~~statements ~~from~~based ~~these~~on ~~estimates~~our audits.

AnWe ~~accounting~~conducted ~~policy~~our isaudits ~~considered~~ in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to beobtain ~~critical~~reasonable ifassurance itabout ~~requires~~whether anthe ~~accounting~~financial ~~estimate~~statements are free of material misstatement. We were not engaged to beperform ~~made~~an ~~based~~audit onof ~~assumptions~~the ~~about~~Company’s ~~matters~~internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are ~~highly~~appropriate ~~uncertain~~in at the ~~time~~circumstances, but not for the ~~estimate~~purpose isof ~~made~~expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~and~~we ifexpress ~~different~~no ~~estimates~~such ~~that~~opinion. ~~reasonably~~An ~~could~~audit ~~have~~also ~~been~~includes ~~used~~examining, oron ~~changes~~a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting ~~estimate that~~principles ~~are~~used ~~reasonably~~and ~~likely~~significant toestimates ~~occur,~~made ~~could~~by ~~materially~~management, ~~impact~~and evaluating the ~~consolidated~~overall financial ~~statements~~statement presentation. We believe that ~~the~~our ~~following critical~~audits ~~accounting~~provide ~~policies~~a ~~reflect~~reasonable basis for our opinion. In our opinion, the ~~more~~financial ~~significant~~statements ~~estimates~~referred ~~and~~to ~~assumptions~~above ~~used~~present fairly, in all material respects, the ~~preparation~~consolidated financial position of Greektown Holdings, LLC at December 31, 2013 and Greektown Superholdings, Inc. at December 31, 2012, and the consolidated ~~financial~~ ~~statements~~results of their operations and their cash flows for the nine months ended December 31, 2013 (Successor), the three months ended March 31, 2013 (Predecessor) and the year ended December 31, 2012 (Predecessor), in conformity with U.S. generally accepted accounting principles.

~~Management~~/s/ ~~has~~Ernst ~~discussed~~& ~~the~~Young ~~development~~LLP ~~and selection of these critical accounting estimates with the Audit Committee of our Board of Directors. In addition~~Detroit, ~~there~~Michigan ~~are~~February ~~other items within our financial statements that require estimation~~14, ~~but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.~~2014

We believe our application of accounting policies, and the estimates inherently required by the policies, are reasonable. These accounting policies and estimates are constantly reevaluated and adjustments are made when facts and circumstances dictate a change. Refer to Note 2— Summary of Significant Accounting Policies to the Consolidated Financial Statements presented in Item 8 of this report.51

~~Net~~Greektown ~~Revenues~~Holdings, L.L.C.

~~The~~Consolidated ~~Company~~Balance recognizes as casino revenues the net win from gaming activities, which is the difference between gaming wins and losses. Revenues from food and beverage and hotel operations are recognized at the time of sale or upon the provision of service. In accordance with the Revenue Recognition topic of the FASB ASC applied to circumstances where consideration is given by a vendor to a customer, the retail value of food, beverage, and other complimentary items furnished to customers without charge is included in revenues and then deducted as promotional allowances to arrive at net revenues.Sheets

47(In Thousands, except share and per share data)

Allowance for Doubtful Casino Accounts Receivable


		Successor		Predecessor
		December 31,		December 31,
		2013		2012

Assets
Current assets:
Cash and cash equivalents	$	37,237	$	49,442
Accounts receivable – gaming, less allowance for doubtful accounts of $220 and $236 in 2013 and 2012, respectively		628		710
Accounts receivable – other, less allowance for doubtful accounts of $178 and $163 in 2013 and 2012, respectively		1,548		1,397
Inventories		432		458
Prepaid expenses		5,415		3,902
Prepaid Michigan Gaming Control Board annual fee		9,280		9,104
Prepaid municipal service fees		3,362		3,411
Deposits		175		1,632
Total current assets		58,077		70,056

Property, building, and equipment, net		335,805		342,417

Other assets:
Financing fees - net of accumulated amortization of $8,530 in 2012

Filing Compare · Greektown Superholdings, Inc.