SECOND AMENDED PLAN OF REORGANIZATION

Agreement and Plan of Merger

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Title: SECOND AMENDED PLAN OF REORGANIZATION
Governing Law: Colorado Date: 11/15/2004

SECOND AMENDED PLAN OF REORGANIZATION, Parties: windsor woodmont black hawk resort corporation

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EXHIBIT 2.1

IN THE UNITED STATES BANKRUPTCY COURT

DISTRICT OF COLORADO

In re Case No. 02-28089-ABC

WINDSOR WOODMONT BLACK HAWK Chapter 11

RESORT CORPORATION, a/k/a the Black

Hawk Casino by Hyatt, a Colorado Corporation,

EIN 75-2720870,

Debtor.

SECOND AMENDED PLAN OF REORGANIZATION

PROPOSED BY DEBTOR

DATED: OCTOBER 12, 2004

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TABLE OF CONTENTS

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I. DEFINITIONS AND RULES OF CONSTRUCTION.......................................................................... 1

A. Definitions............................................................................................ 1

B. Rules of Construction.................................................................................. 10

II. DESIGNATION OF CLASSES AND TREATMENT OF CLAIMS AND INTERESTS.................................................. 11

A. Summary and Classification of Claims and Interests..................................................... 11

B. Allowance and Treatment of Unclassified Claims (Administrative Claims, and Priority Tax Claims)........ 13

1. Administrative Claims........................................................................ 13

2. Priority Tax Claims.......................................................................... 15

C. Classification and Treatment of Classified Claims and Interests........................................ 15

1. Class 1 (Secured Claim of the Black Hawk BID)................................................ 15

2. Class 2 (Secured Claim of PCL)............................................................... 15

3. Class 3 (Secured Claim of Steelman).......................................................... 16

4. Class 4 (Secured Claim of the FF&E Lender)................................................... 17

5. Class 5 (Secured Claim of the First Mortgage Noteholders).................................... 17

6. Class 6 (Other Secured Claims)............................................................... 18

7. Class 7 (Priority Claims, other than Priority Tax Claims).................................... 19

8. Class 8A (General Unsecured Claims).......................................................... 19

9. Class 8B (Claims of Hyatt)................................................................... 20

10. Class 9A (Existing Preferred Stock - Series "B")............................................. 20

11. Class 9B (Existing Preferred Stock - Series "A")............................................. 20

12. Class 10 (Existing Common Stock)............................................................. 20

III. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES........................................................ 20

A. Assumption and Assignment of Executory Contracts and Unexpired Leases.................................. 20

1. Schedule of Assumed and Assigned Agreements.................................................. 20

2. Cure Payments................................................................................ 21

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3. Objections to Assumption and Assignment or Proposed Cure Payments............................ 22

4. Resolution of Claims Relating to Assumed and Assigned Agreements............................. 22

B. Rejection of Executory Contracts and Unexpired Leases.................................................. 23

1. Rejected Agreements.......................................................................... 23

2. Bar Date for Rejection Damage Claims......................................................... 23

C. Contracts Entered into on or After the Petition Date...................................................

IV. MEANS OF EXECUTION AND IMPLEMENTATION OF THE PLAN............................................................. 23

A. Funding of the Plan.................................................................................... 24

B. Transfer of the Acquired Assets to Ameristar........................................................... 24

1. Generally.................................................................................... 24

2. Approval of Transfer of the Acquired Assets.................................................. 25

C. Approval of Settlement Agreements...................................................................... 25

D. The Continuing Estate.................................................................................. 25

1. Continuation of the Estate................................................................... 25

2. Appointment of the Continuing Estate Representative.......................................... 25

3. Powers and Duties of the Continuing Estate Representative.................................... 26

4. Termination of the Continuing Estate......................................................... 28

5. Additional Provisions of the Continuing Estate Agreement..................................... 28

E. The Post-Effective Date Committee...................................................................... 29

1. Management and Powers of the Post-Effective Date Committee................................... 29

2. Employment and Compensation of Professionals................................................. 29

3. Dissolution of the Post-Effective Date Committee............................................. 30

F. The Ad Hoc Committee................................................................................... 30

1. Post-Effective Date Powers................................................................... 30

2. Payment of Ad Hoc Committee and Indenture Trustee Substantial Contribution Claims............ 30

G. Distribution of Property Under the Plan................................................................ 31

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1. Manner of Cash Payments Under the Plan....................................................... 31

2. No De Minimis Distributions.................................................................. 31

3. No Distribution with respect to Disputed Claims.............................................. 31

4. No Stock Distributions to Holders of Claims.................................................. 32

5. Delivery of Distributions and Undeliverable/Unclaimed Distributions.......................... 32

H. Cancellation of Interests.............................................................................. 33

I. Termination of Officers and Directors.................................................................. 33

V. MISCELLANEOUS PROVISIONS....................................................................................... 34

A. Exculpation............................................................................................

B. Revocation of Plan/No Admissions....................................................................... 34

C. Dissolution of Creditors' Committee.................................................................... 34

D. Exemption from Certain Transfer Taxes.................................................................. 34

E. Modifications of Plan.................................................................................. 35

F. Plan Shall not Affect Rights of First Place LLC........................................................ 35

G. Post-Effective Date Effect of Evidences of Claims or Interests......................................... 35

H. Successors and Assigns................................................................................. 35

I. Saturday, Sunday or Legal Holiday...................................................................... 35

J. Headings............................................................................................... 36

K. Severability of Plan Provisions........................................................................ 36

L. Governing Law.......................................................................................... 36

VI. EFFECT OF CONFIRMATION OF THE PLAN............................................................................ 36

A. Non-Discharge of the Debtor............................................................................ 36

B. Binding Effect of Plan and Injunctions................................................................. 37

C. Payment of U.S. Trustee Fees........................................................................... 38

D. Retention of Jurisdiction.............................................................................. 38

VII. RECOMMENDATION AND CONCLUSION................................................................................ 40

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This Second Amended Plan of Reorganization is proposed by Windsor

Woodmont Black Hawk Resort Corporation, a Colorado corporation, the debtor and

debtor in possession herein.

DEFINITIONS AND RULES OF CONSTRUCTION

A. DEFINITIONS.

In addition to such other terms as are defined elsewhere in the

Plan, the following terms (which appear in the Plan as capitalized terms) have

the following meanings as used in the Plan:

"ACQUIRED ASSETS" means the assets to be acquired by Ameristar

pursuant to the Asset Purchase Agreement, as defined in sections 1.1 and 2.1 of

the Asset Purchase Agreement.

"AD HOC COMMITTEE" means the Ad Hoc Committee of First Mortgage

Noteholders, comprised of the following members: Ableco Finance LLC, Farallon

Capital Management, LLC, Credit Suisse Asset Management, LLC - Leveraged

Investments, Highland Capital Management, LP, Post Advisory Group, TCW Leveraged

Income Trust, LP, and Libra Securities.

"ADMINISTRATIVE CLAIM" means a Claim for administrative costs or

expenses entitled to priority under Bankruptcy Code section 507(a)(1) or (b).

"ADMINISTRATIVE TAX CLAIM" means a Claim that a government unit

asserts against the Debtor either for taxes or for related interest or penalties

for any period of time that -- in whole or in part -- falls within the period

from and including the Petition Date through and including the Effective Date.

"ALLOWED ADMINISTRATIVE CLAIM" means an Administrative Claim that is

allowed as set forth in Section II.B.1.

"ALLOWED CLAIM" or "ALLOWED INTEREST" means a Claim or Interest,

other than an Administrative Claim, to the extent that:

(a) Either: (1) a proof of Claim or proof of Interest was timely

Filed; or (2) a proof of Claim or proof of Interest is deemed timely Filed

either under Bankruptcy Rule 3003(b)(1)-(2) or by a Final Order; and

(b) Either: (1) the Claim or Interest is not a Disputed Claim or a

Disputed Interest; or (2) the Claim or Interest is allowed by a Final Order or

under the Plan.

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Unless otherwise specified in the Plan, an Allowed Claim does not

include interest on the Claim accruing after the Petition Date. Moreover, any

portion of a Claim that is satisfied or released during the Case is not an

Allowed Claim.

"AMERISTAR" means Ameristar Casinos, Inc., a Nevada corporation.

"AMERISTAR STOCK" means the common stock of Ameristar to be issued

to the Debtor in accordance with Section 2.5(b) of the Asset Purchase Agreement

and this Plan and distributed to the holders of Class 9A and Class 9B Interests

in respect of such Class 9A and Class 9B Interests in accordance with Section

5.14 of the Asset Purchase Agreement and this Plan.

"ASSET PURCHASE AGREEMENT" means that "Asset Purchase Agreement,"

dated as of May 28, 2004, as amended by that "Amendment to Asset Purchase

Agreement," dated as of August 3, 2004, true and correct copies of which are

attached hereto as Exhibits "A" and "B" respectively.

"AVOIDANCE ACTIONS" means the causes of action held by the Debtor or

the Estate that arise out of Bankruptcy Code sections 510, 542, 544, 547, 548,

549, 550, 551, and 553.

"BALLOT" means the ballot to vote to accept or reject the Plan.

"BALLOT DEADLINE" means the deadline established by the Court for

the delivery of executed Ballots to the Ballot Tabulator.

"BALLOT TABULATOR" means Lori Gauthier, a paralegal at Irell &

Manella LLP (counsel to the Debtor), or any other person or entity designated by

the Debtor to tabulate ballots.

"BANKRUPTCY CODE" or "CODE" means Title 11 of the United States

Code, 11 U.S.C. Sections 101-1330.

"BANKRUPTCY COURT" or "COURT" means the United States Bankruptcy

Court for the District of Colorado, or any other court that exercises

jurisdiction over the Case.

"BANKRUPTCY RULES" means, collectively, (a) the Federal Rules of

Bankruptcy Procedure and (b) the Local Rules of the Bankruptcy Court, as

applicable in the Case.

"BAR DATE" means the applicable deadline for filing a proof of Claim

or proof of Interest as set forth in the "Order Fixing Deadline for Filing

Proofs of Claim and Proofs of Interest Pursuant to Fed. R. Bank. P. 3003(c)(3)

and 202(a)(7)," entered on the Bankruptcy Court's docket on December 10, 2002,

the "Order Extending Deadline for Filing Proofs of Claim and Proofs of

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Interest," entered on the Bankruptcy Court's docket on February 3, 2003, and the

"Order Extending Deadline for Filing Proofs of Claim and Proofs of Interest,"

entered on the Bankruptcy Court's docket on March 3, 2003, or such other

deadline as established by the Bankruptcy Court. Pursuant to such orders, the

original Bar Date was set for January 23, 2003. A supplemental Bar Date for

certain creditors that did not receive notice of the original Bar Date was set

for March 17, 2003.

"BLACK HAWK BID" means the Black Hawk Business Improvement District.

"BUSINESS DAY" means a day that is not a Saturday, Sunday, or legal

holiday.

"CASE" means the Debtor's case under chapter 11 of the Bankruptcy

Code.

"CASINO" means the casino located in Black Hawk, Colorado that is

owned and operated by the Debtor.

"CLAIM" means a claim -- as Bankruptcy Code section 101(5) defines

the term "claim" -- against the Debtor or the Debtor's property.

"CLAIMS/INTERESTS OBJECTION DEADLINE" means the deadlines set forth

in Sections IV.D.3, IV.E.1 and IV.F.1 for objections to Claims or Interests.

"CLASS" means a group of Claims or Interests as classified in

Section II.C.

"CLOSING DATE" means the date that the transactions contemplated by

the Asset Purchase Agreement close, as defined in sections 1.1 and 2.8 of the

Asset Purchase Agreement.

"COLLATERAL" means property, or an interest in property, of the

Estate that is encumbered by a lien to secure payment or performance of a Claim.

"CONFIRMATION DATE" means the date of entry of the Confirmation

Order.

"CONFIRMATION HEARING" means the hearing by the Court on

confirmation of the Plan.

"CONFIRMATION ORDER" means the Court order confirming this Plan.

"CONTINUING ESTATE" means the Estate on and after the Effective

Date.

"CONTINUING ESTATE AGREEMENT" means that certain "Continuing Estate

Agreement," a copy of which will be Filed by the Exhibit Filing Date.

"CONTINUING ESTATE REPRESENTATIVE" means Michael Armstrong, the

Debtor's Chief Financial Officer, or such other individual as appointed by the

Ad Hoc Committee prior to the Effective Date. If for any reason the Continuing

Estate Representative resigns, dies, becomes

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incapacitated or is terminated by the Ad Hoc Committee, the Continuing Estate

Representative shall be such other person as determined by the Ad Hoc Committee.

"CREDITORS' COMMITTEE" means the official committee of unsecured

creditors appointed under Bankruptcy Code section 1102 by the United States

Trustee in the Case.

"CREDITORS' COMMITTEE COUNSEL" means counsel selected by the

Creditors' Committee in the Case.

"CREDITORS' COMMITTEE SETTLEMENT AGREEMENT" means the "Agreement

Regarding Plan of Reorganization" by and between the Creditors' Committee and

the Ad Hoc Committee, dated as of June 7, 2004, a true and correct copy of which

is attached hereto as Exhibit "C."

"CURE PAYMENT" means the payment of cash or the distribution of

other property (as the parties may agree or the Court may order), as necessary

to cure defaults under an executory contract or unexpired lease of the Debtor so

that the Debtor may assume and assign the contract or lease pursuant to

Bankruptcy Code section 365(a).

"DEBTOR" means Windsor Woodmont Black Hawk Resort Corporation, a

Colorado corporation.

"DISALLOWED CLAIM" means a Claim, or any portion thereof, that: (a)

is not listed on a Debtor's Schedules, or is listed therein as contingent,

unliquidated, disputed, or in an amount equal to zero, and whose holder has

failed to timely File a proof of Claim; or (b) the Court has disallowed pursuant

to order of the Court.

"DISBURSING AGENT" means the Continuing Estate Representative or any

entity employed or retained by the Continuing Estate Representative to serve as

disbursing agent under the Plan.

"DISCLOSURE STATEMENT" means the disclosure statement to accompany

the Plan, as it subsequently may be modified or amended.

"DISPUTED CLAIM" or "DISPUTED INTEREST" means a Claim or Interest

(a) As to which a proof of Claim is Filed or is deemed Filed

under Bankruptcy Rule 3003(b)(1) or a proof of Interest was Filed or deemed

Filed under Bankruptcy Rule 3003(b)(2); and

(b) As to which:

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a. An objection: (1) has been timely Filed; and (2) has not

been denied by a Final Order or withdrawn; or

b. That Claim or Interest is listed on the Debtor's Schedules

as disputed, contingent or unliquidated.

"EFFECTIVE DATE" means the first Business Day (a) that is at least

ten days after the Confirmation Date; (b) on which no stay of the Confirmation

Order is in effect; and (c) on which the Closing Date has occurred.

"EFFECTIVE DATE CASH" means cash in the Estate on the Effective

Date.

"ESCROW AGENT" shall have the meaning ascribed to it is Section

2.6(a) of the Asset Purchase Agreement.

"ESTATE" means the estate created in the Case under Bankruptcy Code

section 541.

"EXHIBIT FILING DATE" means the date that is the last Business Day

that is at least ten days prior to the date of the Confirmation Hearing.

"EXISTING COMMON STOCK" means: (i) the shares of the Debtor's common

stock issued and outstanding immediately before the Effective Date, and any

other right or related Claim or Interest with respect to the Existing Common

Stock and (ii) all options, warrants or rights, contractual or otherwise, to

acquire or receive Existing Common Stock, outstanding immediately before the

Effective Date, and any rights to acquire any of the preceding or Claims with

respect thereto.

"EXISTING PREFERRED STOCK" means the shares of the Debtor's

preferred stock issued and outstanding immediately before the Effective Date,

and any other right or related Claim or Interest with respect to the Existing

Preferred Stock.

"FF&E LENDER" means David R. Belding, the assignee of Wells Fargo

Bank, N.A. under the FF&E Loan.

"FF&E LOAN" means that loan pursuant to the Loan Agreement entered

into between the Debtor and Wells Fargo, N.A., as agent and lender, dated

October 2, 2001, referencing a loan in the original principal amount of

$20,800,000, the proceeds of which were utilized by the Debtor to acquire

furniture, fixtures and equipment to be used in connection with the development

and operation of the Casino.

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"FF&E LOAN DOCUMENTS" means all of the documents evidencing the FF&E

Loan, including, without limitation, the Loan Agreement, Promissory Note,

Security Agreement, UCC Financing Statements, First Amendment to Loan Agreement,

and the Assignment, Assumption and Consent Agreement.

"FF&E SETTLEMENT AGREEMENT" means that "Settlement and Release

Agreement," by and between the Debtor and the FF&E Lender, dated as of May 28,

2004, a true and correct copy of which is attached hereto as Exhibit "D."

"FILED" means duly and properly filed with the Court and reflected

on the Court's official docket.

"FINAL ORDER" means an order or judgment of the Court entered on the

Court's official docket:

(a) that has not been reversed, rescinded, stayed, modified, or

amended;

(b) that is in full force and effect; and

remand, rehearing, or a writ of certiorari has expired and as to which no timely

filed appeal or petition for review, rehearing, remand, or writ of certiorari is

pending; or (2) any such appeal or petition has been dismissed or resolved by

the highest court to which the order or judgment was appealed or from which

review, rehearing, remand, or a writ of certiorari was sought.

"FIRST MORTGAGE INDENTURE" means the Indenture dated March 14, 2000

by and between the Debtor and the Indenture Trustee pursuant to which the First

Mortgage Notes were issued.

"FIRST MORTGAGE NOTEHOLDERS" means the holders of First Mortgage

Notes.

"FIRST MORTGAGE NOTES" means the First Mortgage Notes bearing

interest at 13% per annum, due March 15, 2005, issued under the First Mortgage

Indenture in the principal amount of $100 million.

"GENERAL UNSECURED CLAIM" means a Claim that is not an

Administrative Claim, an Administrative Tax Claim, a Priority Claim, a Priority

Tax Claim, a Secured Claim, a Secured Tax Claim, a Claim of Hyatt, a Claim of

the First Mortgage Noteholders, or a Claim of the FF&E Lender.

"GENERAL UNSECURED FUND" means the cash fund in the amount of

$1,000,000 to be

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made available to holders of Class 8A Unsecured Claims pursuant to the

Creditors' Committee Settlement Agreement.

"HYATT" means Hyatt Gaming Management, Inc., a Nevada corporation.

"HYATT SETTLEMENT AGREEMENT" means that "Agreement Regarding Plan of

Reorganization" by and between the Debtor, Hyatt and the Ad Hoc Committee, dated

as of July 23, 2004, a true and correct copy of which is attached hereto as

Exhibit "E."

"INDENTURE TRUSTEE" means SunTrust Bank, in its capacity as the

trustee under the First Mortgage Indenture.

"INSURANCE-COVERED CLAIM" means any Claim against the Debtor that is

an Unsecured Claim and is otherwise covered by the Insurance Policies. To the

extent that the Insurance Policies do not fully cover an Allowed

Insurance-Covered Claim, any excess will constitute a General Unsecured Claim

and receive the treatment provided for Class 8A Claims.

"INSURANCE POLICIES" means the insurance policies in which the

Debtor is or was at any time a named insured.

"INTEREST" means the interest, whether or not asserted, of any

holder of an equity security of the Debtor, as defined in Bankruptcy Code

section 101(17), including the Existing Common Stock and the Existing Preferred

Stock, and any Claims arising or relating thereto under Bankruptcy Code section

510(b).

"LIEN" means a lien, as defined in Section 101(37) of the Code,

except a lien that has been avoided in accordance with Sections 544, 545, 546,

547, 548, or 549 of the Code or is otherwise invalid under the Code or

applicable state law.

"LIQUIDATION ACCOUNT" means the bank account(s) established by the

Continuing Estate Representative into which the Liquidation Fund Reserve will be

deposited.

"LIQUIDATION FUND RESERVE" means the amounts, as mutually agreed by

the Debtor and the Ad Hoc Committee (or estimated by the Court if the Ad Hoc

Committee and Debtor cannot reach agreement), necessary to fund, to the extent

unpaid as of the Effective Date: (a) all Allowed Administrative Claims

(including Ordinary Course Administrative Claims, Non-Ordinary Course

Administrative Claims, Professional Fee Claims, Cure Payments, U.S. Trustee

Fees), (b) all Allowed

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Priority Claims and Allowed Priority Tax Claims and (c) the fees and expenses of

the Continuing Estate and the Ad Hoc Committee after the Effective Date.

"NON-ORDINARY COURSE ADMINISTRATIVE CLAIM" means any Administrative

Claim other than an Ordinary Course Administrative Claim, a Professional Fee

Claim, a Cure Payment, or a U.S. Trustee Fee.

"NOTEHOLDER CASH" means the sum of: (1) all cash paid by Ameristar

and the Escrow Agent on the Closing Date pursuant to section 2.6 of the Asset

Purchase Agreement plus (2) all cash to be paid by Ameristar pursuant to

sections 2.10 and 8.1(c) of the Asset Purchase Agreement minus (3) sufficient

cash to pay (or reserve for) the Allowed Claims in Classes 2, 3, 4, 6, 8A and

8B.

"ORDINARY COURSE ADMINISTRATIVE CLAIMS" means Administrative Claims

based upon liabilities that the Debtor incurs in the ordinary course of its

business for goods and services and that are unpaid as of the Effective Date.

Ordinary Course Administrative Claims do not include Professional Fee Claims,

Cure Payments, U.S. Trustee Fees, or Administrative Tax Claims.

"OTHER SECURED CLAIMS" means any Secured Claims that are not

expressly classified under any class other than Class 6.

"PCL" means PCL Construction Services, Inc., the general contractor

for the construction of the Casino.

"PCL SETTLEMENT AGREEMENT" means the settlement agreement between

the Debtor and PCL on behalf of itself and the PCL Subcontractors, approved by

the Bankruptcy Court on July 7, 2003.

"PCL SUBCONTRACTORS" means the subcontractors of PCL in connection

with the construction of the Casino, including, without limitation, AP Eberlein

Co., Inc., Bonitz Flooring Group, Inc., Douglass Roofing Co., Gary Leimer, Inc.,

JGS Construction, Inc., Metropolitan Glass, Inc., Midwest Drywall Co., Otis

Elevator Company, S&W Painting and Decorating, Inc., Sturgeon Electric Co.,

Trautman & Shreve, Inc., and Western States Fire Protection.

"PETITION DATE" means November 7, 2002.

"PLAN" means this "Second Amended Plan of Reorganization Proposed by

Debtor Dated: October 12, 2004," as it subsequently may be modified or amended.

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"POST-EFFECTIVE DATE COMMITTEE" means the committee to be formed on

the Effective Date consisting of three (3) persons selected by the Creditors'

Committee prior to the Effective Date.

"PRIORITY CLAIM" means an Allowed Claim entitled to priority against

the Estate under Bankruptcy Code sections 507(a)(3), 507(a)(4), or 507(a)(6).

Priority Claims do not include any Claims incurred after the Petition Date.

"PRIORITY TAX CLAIM" means an Allowed Claim entitled to priority

against the Estate under Bankruptcy Code section 507(a)(8). Priority Tax Claims

do not include any Claims incurred after the Petition Date.

"PROFESSIONAL FEE CLAIM" means

(a) A Claim under Bankruptcy Code sections 327, 328, 330, 331, 503,

or 1103 for compensation for professional services rendered or expenses incurred

on the Estate's behalf; or

(b) A Claim either under Bankruptcy Code section 503(b)(4) for

compensation for professional services rendered or under Bankruptcy Code section

503(b)(3)(D) for expenses incurred in making a substantial contribution to an

Estate.

"PRO RATA" means proportionately so that the ratio of (a) the amount

of consideration distributed on account of a particular Allowed Claim to (b) the

Allowed Claim, is the same as the ratio of (x) the amount of consideration

available for distribution on account of Allowed Claims in the Class in which

the particular Allowed Claim is included to (y) the amount of all Allowed Claims

of that Class.

"REJECTION DAMAGE CLAIM" means a claim arising under Bankruptcy Code

section 365 from the rejection by the Debtor of a lease or contract.

"RESIDUAL LIQUIDATION PROCEEDS" means the cash remaining in the

Liquidation Account after all required amounts have been paid, or reserved for,

by the Continuing Estate Representative.

"SCHEDULE OF ASSUMED AND ASSIGNED AGREEMENTS" means the schedule of

executory contracts and unexpired leases that the Debtor will assume and assign

to Ameristar on the Effective Date. On or before 21 days prior to the

Confirmation Hearing, the initial Schedule of Assumed and Assigned Agreements

will be filed and served on the parties to agreements listed on that schedule.

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"SCHEDULES" means the Schedules of Assets and Liabilities filed by

the Debtor on December 6, 2002, as amended on March 12, 2003, as the same may be

further amended from time to time before the Effective Date.

"SECURED CLAIM" means a Claim that is secured by a lien on

Collateral. A Claim is a Secured Claim only to the extent of the value of the

claimholder's interest in the Collateral or to the extent of the amount subject

to setoff, whichever is applicable, and as determined under Bankruptcy Code

section 506(a).

"SECURED TAX CLAIM" means a governmental unit's Secured Claim for

unpaid taxes arising before the Petition Date.

"STEELMAN" means Paul Steelman, Ltd. and Paul Steelman, an

individual, the architect for the Casino.

"STEELMAN ADR" means the alternative dispute resolution proceedings

between the Debtor and Steelman.

"SUBSTANTIAL CONTRIBUTION CLAIMS" means the Claims of the Ad Hoc

Committee and the Indenture Trustee for making a substantial contribution in the

Case, which Claims shall constitute Allowed Administrative Claims pursuant to

Bankruptcy Code section 503(b)(3)(D), and which Claims shall receive treatment

as set forth in Section IV.F.2 of the Plan.

"TAX CODE" means the Internal Revenue Code of 1986, as amended.

"TRANSFER PROCEEDS" means the proceeds from the transfer of the

Acquired Assets as provided for in the Asset Purchase Agreement and the Plan.

"U.S. TRUSTEE" means the Office of the United States Trustee.

"U.S. TRUSTEE FEES" means fees or charges assessed against the

Estates pursuant to 28 U.S.C. Section 1930.

B. RULES OF CONSTRUCTION.

1. The rules of construction in Bankruptcy Code section 102 apply to

this Plan.

2. Bankruptcy Rule 9006(a) applies when computing any time period

under the Plan.

3. A term that is used in this Plan and that is not defined in this

Plan has the

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meaning attributed to that term, if any, in the Bankruptcy Code or the

Bankruptcy Rules.

4. The definition given to any term or provision in the Plan

supersedes and controls any different meaning that may be given to that term or

provision in the Disclosure Statement.

5. Whenever it is appropriate from the context, each term, whether

stated in the singular or the plural, includes both the singular and the plural.

6. Any reference to a document or instrument being in a particular

form or on particular terms means that the document or instrument will be

substantially in that form or on those terms. No material change to the form or

terms may be made after the Confirmation Date without the consent of any party

materially negatively affected.

7. Any reference to an existing document means the document as it

has been, or may be, amended or supplemented.

8. Unless otherwise indicated, the phrase "under the Plan" and

similar words or phrases refer to this Plan in its entirety rather than to only

a portion of the Plan.

9. Unless otherwise specified, all references to Sections or

Exhibits are references to this Plan's Sections or Exhibits.

10. The words "herein," "hereto," "hereunder," and other words of

similar import refer to this Plan in its entirety rather than to only a

particular portion hereof.

II.

DESIGNATION OF CLASSES AND TREATMENT OF CLAIMS AND INTERESTS

A. SUMMARY AND CLASSIFICATION OF CLAIMS AND INTERESTS.

This Section classifies Claims and Interests -- except for

Administrative Claims, and Priority Tax Claims, which are not classified -- for

all purposes, including voting, confirmation, and distribution under the Plan. A

Claim or Interest is classified in a particular Class only to the extent that

the Claim or Interest falls within the Class description. To the extent that

part of the Claim or Interest falls within a different Class description, the

Claim or Interest is classified in that different Class. The following table

summarizes the Classes of Claims and Interests under the Plan:

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IMPAIRED/

CLASS DESCRIPTION UNIMPAIRED VOTING STATUS

----- ----------- ---------- -------------

None Administrative Claims and Priority Tax Claims Unimpaired Not Entitled to Vote

Class 1 Secured Claim of Black Hawk BID Unimpaired Not Entitled to Vote

Class 2 Secured Claim of PCL Impaired Entitled to Vote

Class 3 Secured Claim of Steelman Impaired Entitled to Vote

Class 4 Secured Claim of FF&E Lender Impaired Entitled to Vote

Class 5 Secured Claim of First Mortgage Noteholders Impaired Entitled to Vote

Class 6 Other Secured Claims (including Secured Tax Claims) Impaired Entitled to Vote

Class 7 Priority Claims (Other than Priority Tax Claims) Impaired Entitled to Vote

Class 8A General Unsecured Claims Impaired Entitled to Vote

Class 8B Claims of Hyatt Impaired Entitled to Vote

Class 9A Existing Preferred Stock (Series B) Impaired Entitled To Vote

Class 9B Existing Preferred Stock (Series A) Impaired Entitled To Vote

Class 10 Existing Common Stock Impaired Deemed to Reject -

Vote Not Solicited

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NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE PLAN, NO

DISTRIBUTIONS WILL BE MADE AND NO RIGHTS WILL BE RETAINED ON ACCOUNT OF ANY

CLAIM OR INTEREST THAT IS NOT AN ALLOWED CLAIM OR INTEREST.

The treatment in this Plan, including without limitation, as

provided in the settlement agreements attached to the Plan as Exhibits "C," "D,"

and "E," is in full and complete satisfaction of the legal, contractual, and

equitable rights (including any liens) that each entity holding an Allowed Claim

or an Allowed Interest may have in or against the Debtor, the Estate, the

Continuing Estate, or their respective property. This treatment supersedes and

replaces any agreements or rights those

<PAGE>

entities may have in or against the Debtor, the Estate, the Continuing Estate,

or their respective property. All distributions in respect of Allowed Claims

will be allocated first to the principal amount of such Allowed Claim, as

determined for federal income tax purposes, and thereafter, to the remaining

portion of such Allowed Claim, if any.

B. ALLOWANCE AND TREATMENT OF UNCLASSIFIED CLAIMS (ADMINISTRATIVE CLAIMS,

AND PRIORITY TAX CLAIMS).

1. ADMINISTRATIVE CLAIMS.

(a) ALLOWANCE OF ADMINISTRATIVE CLAIMS.

ALLOWANCE OF ORDINARY COURSE ADMINISTRATIVE CLAIMS: An entity

holding an Ordinary Course Administrative Claim may, but need not, File a motion

or request for payment of its Claim. The Continuing Estate Representative, the

Ad Hoc Committee, or any other party in interest may File an objection to an

Ordinary Course Administrative Claim in their discretion. Unless the Continuing

Estate Representative, the Ad Hoc Committee or a party in interest object to an

Ordinary Course Administrative Claim, such Claim will be allowed in accordance

with the terms and conditions of the particular transaction that gave rise to

the Claim.

ALLOWANCE OF PROFESSIONAL FEE CLAIMS: UNLESS OTHERWISE EXPRESSLY

PROVIDED IN THE PLAN, A PROFESSIONAL FEE CLAIM WILL BE ALLOWED ONLY IF:

(i) On or before 60 days after the Effective Date, the entity

holding such Professional Fee Claim both Files with the Court a final fee

application or a motion requesting allowance of the fees and serves the

application or motion on the Continuing Estate Representative, the Ad Hoc

Committee, and each of their respective counsel, and the U.S. Trustee; and

(ii) The Court allows the Claim.

The Continuing Estate Representative, the Ad Hoc Committee, or any

other party in interest may File an objection to such application or motion

within the time provided by the Bankruptcy Rules or within any other period that

the Court establishes. ENTITIES HOLDING PROFESSIONAL FEE CLAIMS WHO DO NOT

TIMELY FILE AND SERVE A FEE APPLICATION OR MOTION FOR PAYMENT WILL BE FOREVER

BARRED FROM ASSERTING THOSE CLAIMS AGAINST THE DEBTOR, THE ESTATE, THE

CONTINUING ESTATE, OR THEIR RESPECTIVE PROPERTY.

<PAGE>

ALLOWANCE OF CURE PAYMENTS: Cure Payments shall be allowed in

accordance with the procedures set forth in Section III.A.2 of this Plan.

ALLOWANCE OF NON-ORDINARY COURSE ADMINISTRATIVE CLAIMS: UNLESS

OTHERWISE EXPRESSLY PROVIDED IN THE PLAN, NON-ORDINARY COURSE ADMINISTRATIVE

CLAIMS WILL BE ALLOWED ONLY IF:

(i) On or before 60 days after the Effective Date, the entity

holding such Non-Ordinary Course Administrative Fee Claim both Files with the

Court a motion requesting allowance of the Non-Ordinary Course Administrative

Claim and serves the motion on the Continuing Estate Representative, the Ad Hoc

Committee, and their respective counsel, and the U.S. Trustee; and

(ii) The Court allows the Claim by Final Order.

The Continuing Estate Representative, the Ad Hoc Committee, or any

other party in interest may File an objection to such motion within the time

provided by the Bankruptcy Rules or within any other period that the Court

establishes. ENTITIES HOLDING NON-ORDINARY COURSE ADMINISTRATIVE CLAIMS THAT DO

NOT TIMELY FILE AND SERVE A REQUEST FOR PAYMENT WILL BE FOREVER BARRED FROM

ASSERTING THOSE CLAIMS AGAINST THE DEBTOR, THE ESTATE, THE CONTINUING ESTATE, OR

THEIR RESPECTIVE PROPERTY.

(b) TREATMENT OF ADMINISTRATIVE CLAIMS.

TREATMENT OF ALLOWED ORDINARY COURSE ADMINISTRATIVE CLAIMS: Unless

otherwise agreed, Allowed Ordinary Course Administrative Claims will be paid by

the Continuing Estate Representative in accordance with the terms and conditions

of the particular transaction that gave rise to the Claim.

TREATMENT OF PROFESSIONAL FEE CLAIMS: Unless otherwise agreed, an

Allowed Professional Fee Claim will be paid by the Continuing Estate

Representative within ten (10) days after the date on which the Court allows

such Claim.

TREATMENT OF CURE PAYMENTS: Cure Payments will be made to the

non-debtor parties to the executory contracts or unexpired leases, in accordance

with Section III.A.2 of the Plan.

TREATMENT OF U.S. TRUSTEE FEES UNDER 28 U.S.C. SECTION 1930: The

Continuing Estate Representative will pay to the U.S. Trustee all fees due and

owing under 28 U.S.C. Section 1930 in cash

<PAGE>

within five (5) days after the Effective Date.

TREATMENT OF NON-ORDINARY COURSE ADMINISTRATIVE CLAIMS: Unless the

entity holding a Non-Ordinary Course Administrative Claim allowed by the Court

agrees to different treatment, the Continuing Estate Representative will pay to

that entity cash in the full amount of such Allowed Non-Ordinary Course

Administrative Claim, without interest, on the later of: (i) five (5) days after

the Effective Date, or (ii) five (5) days after the date on which the order

allowing such Non-Ordinary Course Administrative Claim becomes a Final Order.

2. PRIORITY TAX CLAIMS.

Unless otherwise agreed, the Continuing Estate Representative will

pay to the entity holding an Allowed Priority Tax Claim cash in the full amount

of the Allowed Priority Tax Claim, without interest, on or before the latest of:

(a) 10 days after the Effective Date; (b) 10 days after the date on which the

Priority Tax Claim becomes an Allowed Priority Tax Claim; and (c) the date on

which the Allowed Priority Tax Claim becomes due and payable in accordance with

its terms. To the extent that an Allowed Priority Tax Claim is not paid on the

Effective Date, the Allowed Priority Tax Claim will accrue interest at the

federal judgment interest rate from the Effective Date through the date of

payment of the Allowed Priority Tax Claim, which interest shall be paid at the

time the Allowed Priority Tax Claim is paid.

C. CLASSIFICATION AND TREATMENT OF CLASSIFIED CLAIMS AND INTERESTS.

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