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IN RE INDIANAPOLIS DOWNS, LLC.

No. 11-11046 (BLS).

486 B.R. 286 (2013)

In re INDIANAPOLIS DOWNS, LLC., et al., Debtors.

United States Bankruptcy Court, D. Delaware.

January 31, 2013.

Attorney(s) appearing for the Case

Dennis A. Meloro, Esq. , Greenberg Traurig, Wilmington, DE, Nancy A. Mitchell, Esq. , David D. Cleary, Esq. , Greenberg Traurig, New York, NY, for Debtors.

David W. Carickhoff, Esq. , Blank Rome LLP, Wilmington, DE, Scott L. Alberino, Esq. , Akin Gump Strauss Hauer & Feld LLP, Washington, DC, for Ad Hoc Second Lien Committee.

Thomas M. Horan, Esq. , Womble Carlyle Sandridge & Rice, LLP, Wilmington, DE, Brian L. Shaw, Esq. , Shaw Gussis Fishman Wolfson & Towbin LLC, Chicago, IL, for Oliver Parties.

Matthew Lunn, Esq. , Young Conaway Stargatt & Taylor, LLP, Wilmington, DE, Kristopher Hansen, Esq. , Stroock & Stroock & Lavan, New York, NY, for Fortress Investment Group LLC.

MEMORANDUM OPINION2

BRENDAN LINEHAN SHANNON, Bankruptcy Judge.

Before the Court is the request of Indianapolis Downs, LLC and Indiana Capital Corp. (collectively, the "Debtors") for confirmation of their Modified Second Amended Joint Plan of Reorganization (the "Plan") [Docket No. 1480]. Confirmation is opposed by the Oliver Parties,3 who include senior management and holders of equity and...

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