Exhibit 10.7
CONTRIBUTION AND ASSIGNMENT AGREEMENT
This CONTRIBUTION AND ASSIGNMENT AGREEMENT (this "Agreement"),
dated as of September 27, 2001, is made by and between Majestic Investor, LLC, a
Delaware limited liability company ("Majestic Investor"), and Majestic Investor
Holdings, LLC, a Delaware limited liability company and a wholly-owned
subsidiary of Investor ("Majestic Holdings").
WITNESSETH
WHEREAS, Majestic Holdings is a wholly-owned subsidiary of
Majestic Investor; and
WHEREAS, Majestic Investor desires to contribute to the
capital of Majestic Holdings one hundred percent (100%) of the membership
interests it owns in each of Xxxxxx Nevada Gaming, LLC, Xxxxxx Mississippi
Gaming, LLC and Xxxxxx Colorado Gaming, LLC, upon the terms and subject to the
conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto
hereby agree as follows:
1. Assignment of Interests. Majestic Investor hereby grants, assigns,
transfers, conveys and delivers to Majestic Holdings, and Majestic Holdings
hereby accepts from Majestic Investor, all of Majestic Investor's right, title
and interest in and to: (a) one hundred percent (100%) of all of the membership
interests of Xxxxxx Nevada Gaming, LLC, a Nevada limited liability company; (b)
one hundred percent (100%) of all of the membership interests of Xxxxxx
Mississippi Gaming, LLC, a Mississippi limited liability company; and (c) one
hundred percent (100%) of all of the membership interests of Xxxxxx Colorado
Gaming, LLC, a Colorado limited liability company, in each case as a
contribution to the capital of Majestic Holdings (collectively, the
"Interests").
2. Further Assurances. Majestic Investor hereby covenants and agrees
that, at any time and from time to time after the delivery of this Agreement, at
the request of Majestic Holdings without further consideration, Majestic
Investor, its successors and assigns will do, execute, acknowledge and deliver,
or will cause to be done, executed, acknowledged and delivered, any and all such
further acts, conveyances, transfers, assignments, powers of attorney and
assurances as Majestic Holdings reasonably may require to more effectively
contribute, assign, transfer and deliver to Majestic Holdings the Interests, or
to better enable Majestic Holdings to realize upon or otherwise enjoy the
Interests or to carry into effect the intent and purposes of this Agreement or
that certain Purchase and Sale Agreement dated as of November 22, 2000, as
amended as of December 4, 2000, which is being assigned to Majestic Holdings by
Majestic Investor, and the transactions contemplated thereby.
3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without reference to the
choice of law principles thereof.
4. Assignment and Binding Effect. All of the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of and be
enforceable by the heirs, administrators, personal representatives, successors
and assigns of the parties hereto.
5. No Third Party Beneficiaries. Nothing in this Agreement, express or
implied, is intended or shall be construed to confer upon or give to any person,
firm or corporation, other than Majestic Investor and Majestic Holdings, their
successors and assigns, any remedy or claim under or by reason of this Agreement
or any term, covenant, condition, promise or agreement hereof, and all of the
terms, covenants, promises and agreements contained in this Agreement shall be
for the sole and exclusive benefit of Majestic Investor and Majestic Holdings,
their successors and assigns.
6. Amendment; Waiver. This Agreement shall not be amended or modified
except by a written instrument duly executed by each of the parties hereto. Any
extension or waiver by any party of any provision hereto shall be valid only if
set forth in an instrument in writing signed on behalf of such party.
7. Specific Performance. Each party hereto acknowledges that the other
party will be irreparably harmed and that there will be no adequate remedy at
law for any violation by any of them of any of the covenants or agreements
contained in this Agreement. It is accordingly agreed that, in addition to any
other remedies which may be available upon the breach of any such covenants or
agreements, each party hereto shall have the right to obtain injunctive relief
to restrain a breach or threatened breach of, or otherwise to obtain specific
performance of, the other party's covenants and agreements contained in this
Agreement.
8. Counterparts. This Agreement may be executed in two counterparts,
each of which shall be deemed an original, but all of which shall be considered
one and the same agreement.
IN WITNESS WHEREOF, this Agreement has been signed by or on
behalf of each of the parties as of the date first written above.
MAJESTIC INVESTOR, LLC
By /s/ Xxx X. Xxxxxx
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Name: Xxx X. Xxxxxx
Title: Manager
MAJESTIC INVESTOR HOLDINGS, LLC
By /s/ Xxx X. Xxxxxx
-----------------------------
Name: Xxx X. Xxxxxx
Title: Xxx X. Xxxxxx
