XXXXXX NEVADA GAMING, LLC
Assignment of Membership Interest
THIS ASSIGNMENT is executed by XXXXXX DEVELOPMENT, INC., an Indiana
corporation ("BDI"), and MAJESTIC INVESTOR HOLDINGS, LLC, a Delaware limited
liability company ("MIH").
WHEREAS, MIH is the sole member of Xxxxxx Nevada Gaming, LLC (the
"Company").
WHEREAS, the Company is a Nevada limited liability company governed by
an Operating Agreement dated March 7, 2001 (the "Agreement").
NOW, THEREFORE, pursuant to Nevada Revised Statutes 86.351, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and consistent with the following terms:
1. MIH hereby sells, assigns and transfers to BDI, and BDI hereby
acquires and purchases from MIH, MIH's 100% membership interest (the "Interest")
in the Company, together with any substitutions, proceeds or reissues thereof.
2. MIH warrants that this Assignment is enforceable against it
according to its terms (although no warranty is given as to the extent (if any)
to which the Company will be profitable), and BDI (a) warrants that it is
acquiring the Interest for BDI's own account, and (b) covenants not to transfer
or encumber the Interest in violation of applicable securities law.
3. BDI hereby accepts this assignment and agrees to be bound by the
terms and provisions of, and assume the obligations of MIH as a member under,
the Agreement.
4. This Instrument constitutes the entire agreement of the parties
hereto with respect to the matters addressed herein, and shall be interpreted
and enforced according to Nevada law.
5. A copy of this Assignment shall be maintained in the respective
records of the Company and MIH, and shall be appended to each copy of (i) the
Agreement, and (ii) the current operating agreement of MIH.
IN WITNESS WHEREOF, the parties have executed this Assignment on this
31st day of December, 2003.
MAJESTIC INVESTOR HOLDINGS, LLC XXXXXX DEVELOPMENT, INC.
By: /s/ Xxx X. Xxxxxx By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, Manager Xxx X. Xxxxxx, President
