Common use of Holders' Compliance with Registration Rights Agreement Clause in Contracts

Holders' Compliance with Registration Rights Agreement. Each Holder, by acceptance hereof, acknowledges and agrees to the provisions of the [Issue Date] Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this Note. ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to ------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) ------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint _______________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: ----------------------- ------------------------------- ------------------------------------------------------------------------------- Sign exactly as your name appears on the other side of this Note. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES This certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. The undersigned (check one box below): [ ] as requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); [ ] has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) [ ] to the Company; or (2) [ ] pursuant to an effective registration statement under the Securities Act of 1933; or (3) [ ] inside the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) [ ] outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) [ ] to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933)that has furnished to the Trustee a signed letter containing certain representations and agreements; or (6) [ ] pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. ---------------------------------- Your Signature Signature Guarantee: Date: ------------------------ ---------------------------------- Signature must be guaranteed: Signature of Signature Guarantee by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee

Holders' Compliance with Registration Rights Agreement. Each HolderHolder of a Note, by his acceptance hereofthereof, acknowledges and agrees to the provisions of the [Issue Date] Registration Rights Agreement, includingdated as of December __, without limitation1998, between the Company and the initial Holders (the "REGISTRATION RIGHTS AGREEMENT"), including but not 104 limited to the obligations of the Holders with respect to a registration and the indemnification of the Company and the Purchasers (as defined therein) to the extent provided therein. The Company will shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it and/or the text of this NoteRegistration Rights Agreement. Requests may be made to: TransAmerican Refining Corporation 14900 Xxxxx Xxxx Xxx Xxxxx, XX 00000 Telephone: (504) 000-0000 Facsimile: (504) 000-0000 Attention: Glenx XxXxxxxx. 105 ASSIGNMENT FORM To assign this Note, fill in the form below: I (I) or we (we) assign and transfer this Note to ------------------------------------------------------------------------------- . (Insert assignee's soc. sec. or tax I.D. No. ) -------------------------------------------------------------------------------. -------------------------------------------------------------------------------. -------------------------------------------------------------------------------. -------------------------------------------------------------------------------. (Print or type assignee's name, address and zip code) ------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint appoint________________________________________________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: ----------------------- ------------------------------- ------------------------------------------------------------------------------- Signature ------------------------------------------ (Sign exactly as your name appears on the other side face of this Note. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES This certificate relates to $_________ principal amount ) Signature Guarantee* ------------------------------------------ * NOTICE: The signature must be guaranteed by an institution which is a member of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. The undersigned (check one box below): [ ] as requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); [ ] has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOWfollowing recognized signature guarantee programs: (1) [ ] to the Company; orThe Securities Transfer Agents Medallion Program (STAMP); (2) [ ] pursuant to an effective registration statement under the Securities Act of 1933; orThe New York Stock Exchange Medallion Stamp Program (MSP); (3) [ ] inside the United States to a "qualified institutional buyer" The Stock Exchange Medallion Program (as defined in Rule 144A under the Securities Act of 1933SEMP). 106 SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES(2) that purchases for its own account or for the account The following exchanges of a qualified institutional buyer to whom notice is given that such transfer is being made part of this Global Note for Definitive Notes have been made: Amount of Amount of decrease in reliance on Rule 144A, increase in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) [ ] outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) [ ] to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933)that has furnished to the Trustee a signed letter containing certain representations and agreements; or (6) [ ] pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. ---------------------------------- Your Signature Signature Guarantee: Date: ------------------------ ---------------------------------- Signature must be guaranteed: Principal Amount Signature of Signature Guarantee by a participant in a recognized signature guaranty medallion program Principal Amount Principal Amount of this Global authorized of this Global of this Global Note decrease (or other signature guarantor acceptable to the Trusteesignatory of Date of Exchange Note Note increase) Trustee ---------------

Holders' Compliance with Registration Rights Agreement. Each Holder------------------------------------------------------ Holder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the [Issue Date] Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein. The Company will furnish to any Holder of a Note upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this NoteIndenture. Requests may be made to: NextMedia Operating, Inc., 0000 Xxxxx Xxxxxxxx Xxxxx Xxxxxx, Xxxxx 000X, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Chief Financial Officer. ASSIGNMENT FORM To If you the Holder want to assign this Note, fill in the form belowbelow and have your signature guaranteed: I or we assign and transfer this Note to ------------------------------------------------------------------------------- to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) ------------------------------------------------------------------------------- (Insert assignee's soc. sec. code and social security or tax I.D. No.ID number of assignee) and irrevocably appoint _______________________ , agent to transfer this ------------------------------- Note on the books of the Company. The agent may substitute another to act for him. Date: Your SignatureSigned: ----------------------- ------------------------------- ------------------------------------------------------------------------------- --------------- ----------------------------------- (Sign exactly as your name appears on the other side of this Note. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES This certificate relates to $_________ principal amount ) Signature Guarantee: ----------------------- (Signature must be guaranteed by an "eligible guarantor institution," that is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of Notes held the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (check applicable space"STAMP") ____ book-entry or _____ definitive form such other "signature guarantee program" as may be determined by the undersigned. The undersigned (check one box below): [ ] Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated aboveamended); [ ] has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate Note occurring prior to the expiration date which is the earlier of (i) the date of the period referred to in Rule 144(k) under declaration by the Securities Act, SEC of the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) [ ] to the Company; or (2) [ ] pursuant to an effective effectiveness of a registration statement under the Securities Act of 1933; or, as amended (the "Securities Act") covering resales of this Note (which -------------- effectiveness shall not have been suspended or terminated at the date of the transfer) and (ii) two years from date of original issuance, the undersigned confirms that it has not utilized any general solicitation or general advertising in connection with the transfer and that this Note is being transferred: [Check One] (31) [ ] inside to the United States to Company or a "qualified institutional buyer" subsidiary thereof; or -- (as defined in Rule 144A under the Securities Act of 19332) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933Act; -- or (4) [ ] outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) [ ] to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933)that has furnished to the Trustee a signed letter containing certain representations and agreements; or (6) [ ] pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. ---------------------------------- Your Signature Signature Guarantee: Date: ------------------------ ---------------------------------- Signature must be guaranteed: Signature of Signature Guarantee by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee

Holders' Compliance with Registration Rights Agreement. Each HolderGOVERNING LAW THIS SECURITY SHALL BE GOVERNED BY, by acceptance hereofAND CONSTRUED IN ACCORDANCE WITH, acknowledges and agrees to the provisions of the [Issue Date] Registration Rights Agreement, including, without limitation, the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided thereinTHE LAWS OF THE STATE OF NEW YORK. The Company will furnish to any Holder Securityholder upon written request and without charge to the Holder Security holder a copy of the Indenture which has in it the text of this NoteSecurity in larger type. Requests may be made to: Xxxxxxxx XxXxxxxx Corporation 000 Xxxx Xxxxx Xxxxxxx Parkway Amherst, New York 14228-1197 Attention: Corporate Secretary -------------------------------------------------------------------------------- ASSIGNMENT FORM To assign this NoteSecurity, fill in the form below: I or we assign and transfer this Note Security to ------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) ------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint _______________________ agent to transfer this Note Security on the books of the Company. The agent may substitute another to act for him. Date: Your Signature: ----------------------- ------------------------------- ------------------------------------------------------------------------------- -------------------------- ------------------------------ -------------------------------------------------------------------------------- Sign exactly as your name appears on the other side of this NoteSecurity. CERTIFICATE -------------------------------------------------------------------------------- OPTION OF HOLDER TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES This certificate relates ELECT PURCHASE If you want to elect to have this Security purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, check the box: [ ] If you want to elect to have only part of this Security purchased by the Company pursuant to Section 4.06 or 4.10 of the Indenture, state the amount in principal amount: $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by Dated: Your Signature: -------------------- -------------------------------- (Sign exactly as your name appears on the undersigned. The undersigned (check one box below): [ ] as requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form other side of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated abovethis Security.); [ ] has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) [ ] to the Company; or (2) [ ] pursuant to an effective registration statement under the Securities Act of 1933; or (3) [ ] inside the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4) [ ] outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5) [ ] to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933)that has furnished to the Trustee a signed letter containing certain representations and agreements; or (6) [ ] pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. ---------------------------------- Your Signature Signature Guarantee: Date: ------------------------ ---------------------------------- Signature must be guaranteed: Signature of Signature Guarantee by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee

Holders' Compliance with Registration Rights Agreement. Each HolderHolder of a Note, by its acceptance hereofthereof, acknowledges and agrees to the provisions of the [Issue Date] Registration Rights Agreement, includingamong the Issuers and the parties named on the signature page thereof, without limitationthat was entered into in respect of this Note and the other Notes that were issued contemporaneously herewith (the "Registration Rights Agreement"), including but not limited to the obligations of the Holders with respect to a registration and the indemnification of the Company Issuers and the Initial Purchasers (as defined therein) to the extent provided therein. The Company will Issuers shall furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it and/or the text of this NoteRegistration Rights Agreement. Requests may be made to: The Majestic Star Casino, LLC, 301 Fremont Street, 12th Floor, Las Vegas, Nevada 89101, Attention: Cxxxx Xxxxxxxxx Xxxxxxx. ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to ------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) ------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint to: ______________________________________________________ agent (Insert assignee's social security or tax I.D. number) ______________________________________________________ (Print or type name, address and zip code of assignee) and irrevocably appoint: Agent to transfer this Note on the books of the Company. The agent Agent may substitute another to act for him. Date: Your Signature: ----------------------- ------------------------------- ------------------------------------------------------------------------------- ---------------- ---------------------------------------- (Sign exactly as your name appears on the other side of this Note) Signature Guarantee: ---------------------------------------- SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have all or any part of this Note purchased by the Issuers pursuant to Section 4.7 or Section 4.10 of the Indenture, check the appropriate box: [ ] Section 4.7 [ ] Section 4.10 If you want to have only part of the Note purchased by the Issuers pursuant to Section 4.7 or Section 4.10 of the Indenture, state the amount you elect to have purchased: $ --------------------------------------- (multiple of $1,000) Date: ----------------------- Your Signature: --------------------------------------- (Sign exactly as your name appears on the face of this Note) ---------------------------------------- Signature Guaranteed SIGNATURE GUARANTEE Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. [TO BE DELIVERED ATTACHED TO GLOBAL NOTES] SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE THE FOLLOWING INCREASES OR DECREASES IN THIS GLOBAL NOTE HAVE BEEN MADE: Amount of decrease in Amount of increase in Principal amount of this Signature of authorized principal amount of this principal amount of this Global Note following such officer of Trustee or Date of Exchange Global Note Global Note decrease or increase Custodian ---------------- ------------------------ ------------------------ -------------------------- ----------------------- EXHIBIT B [FORM OF PRIVATE PLACEMENT LEGEND] THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) (AN "ACCREDITED INVESTOR"), (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 188 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (F) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON EXCHANGE AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS) OR (G) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. EXHIBIT G [FORM OF LEGEND FOR GLOBAL NOTE] THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (A NEW YORK CORPORATION) ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. EXHIBIT H FORM OF CERTIFICATE OF TRANSFER RESTRICTED SECURITIES This certificate relates The Bank of New York Trust Company, N.A. 700 South Flower Street, Suite 500 Los Angeles, CA 90017 Attention: Cxxxxxxxx Xxxx Xxxxxxxxxx Xx.: (000) 000-0000 Xx: 0 0/0% Senior Secured Notes due 2010 Referexxx xx xxxxxx made to the Indenture dated as of October 7, 2003, as amended (as amended, supplemented, waived or otherwise modified, the "Indenture") among The Majestic Star Casino, LLC (the "Company") and The Majestic Star Casino Capital Corp. ("Capital", and together with the Company, the "Issuers"), the Subsidiary Guarantors named therein and The Bank of New York Trust Company, N.A. as successor to The Bank of New York, as trustee (the "Trustee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________ (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount at maturity of $___________ principal amount of Notes held in such Note[s] or interests (check applicable space) the "Transfer"), to ____ book-entry or ________________________ definitive form by (the undersigned. The undersigned (check one box below): [ ] "Transferee"), as requested the Trustee by written order to deliver further specified in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); [ ] has requested the Trustee by written order to exchange or register the transfer of a Note or NotesAnnex A hereto. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities ActTransfer, the undersigned confirms that such Notes are being transferred in accordance with its termsTransferor hereby certifies that: [CHECK ONE BOX BELOWALL THAT APPLY] (1) [ ] to the Company; or (2) [ ] pursuant to an effective registration statement under the Securities Act of 1933; or (3) [ ] inside the United States to a "qualified institutional buyer" (as defined in Rule . CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being made in reliance on Rule 144A, in each case effected pursuant to and in compliance accordance with Rule 144A under the Securities Act of 1933; or , as amended (4) [ ] outside the United States in an offshore transaction "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Regulation S under Rule 144A in a transaction meeting the Securities Act requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act. [ ] 2. CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act of 1933; or (5) [ ] to an institutional "accredited investor" (as defined in Rule 501(a)(1)and, (2), (3) or (7) under the Securities Act of 1933)that has furnished to the Trustee a signed letter containing certain representations and agreements; or (6) [ ] pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checkedaccordingly, the Trustee will refuse to register any of Transferor hereby further certifies that (i) the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (4), (5) or (6) Transfer is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is not being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. ---------------------------------- Your Signature Signature Guarantee: Date: ------------------------ ---------------------------------- Signature must be guaranteed: Signature of Signature Guarantee by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee

Holders' Compliance with Registration Rights Agreement. Each HolderHolder of a Note, by acceptance hereof, acknowledges and agrees to the provisions of the [Issue Date] Registration Rights Agreement, including, without limitation, including the obligations of the Holders with respect to a registration and the indemnification of the Company to the extent provided therein. The Company will furnish to any Holder upon written request and without charge to the Holder a copy of the Indenture which has in it the text of this NoteTHE COMPANY WILL FURNISH TO ANY HOLDER OF NOTES UPON WRITTEN REQUEST AND WITHOUT CHARGE TO THE HOLDER A COPY OF THE INDENTURE WHICH HAS IN IT THE TEXT OF THIS NOTE. ASSIGNMENT FORM To assign this Note, fill in the form below: I or we assign and transfer this Note to ------------------------------------------------------------------------------- ----------------------------------------------------- (Print or type assignee's name, address and zip code) ------------------------------------------------------------------------------- ----------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint _______________________ agent to transfer this Note on the books of the Company. The agent may substitute another to act for him. ------------------------------------------------------------------------- Date: Your Signature: ----------------------- ------------------------------- ------------------------------------------------------------------------------- -------------------- ---------------------------- ------------------------------------------------------------------------- Sign exactly as your name appears on the other side of this Note. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER RESTRICTED SECURITIES This certificate relates to $_________ principal amount of Notes held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned. The undersigned (check one box below): [ ] as requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above); [ ] has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(k) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW BELOW /_/ (1) [ ] to the Company; or or /_/ (2) [ ] to the Registrar for registration in the name of the Holder, without transfer; or /_/ (3) pursuant to an effective registration statement under the Securities Act of 1933; or or /_/ (34) [ ] inside the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or or /_/ (45) [ ] outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or or /_/ (56) [ ] to an institutional "accredited investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933)that 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements; or or /_/ (67) [ ] pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933. Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered holder thereof; providedPROVIDED, howeverHOWEVER, that if box (45), (56) or (67) is checked, the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. ---------------------------------- ------------------------------------- Your Signature Signature Guarantee: Date: ------------------------ ---------------------------------- ----------------------- -------------------------------------- Signature must be guaranteed: guaranteed Signature of Signature Guarantee by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the TrusteeTrustee ------------------------------------------------------------ TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ----------------------- -------------------------------------- NOTICE: To be executed by an executive officer A-15 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.09 (Change of Control) or Section 4.10 (Application of Excess Proceeds from Sale of Assets) of the Indenture, check the box: / / / / Limitation on Sales of Assets Change of Control and Subsidiary Stock Limitation on Sales of Assets and Subsidiary Stock Change of Control If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.09 or 4.10 of the Indenture, state the principal amount ($1,000 or a multiple thereof): $ Date: __________________ Your Signature: ______________________________ (Sign exactly as your name appears on the other side of the Note) Signature Guarantee:____________________________________________________________ Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee [TO BE ATTACHED TO GLOBAL NOTES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE The following increases or decreases in this Global Note have been made: