EXHIBIT 10.12
XXXXXXXXXX HARBOR RIVERBOATS, LLC
Second Amendment To The First Amended and Restated Operating Agreement
THIS AMENDMENT is executed by THE MAJESTIC STAR CASINO, LLC, an Indiana
corporation ("Majestic"), and XXXXX INDIANA, INC., a Delaware corporation
("Xxxxx").
WHEREAS Majestic and Xxxxx are the sole members (the "Members") of Xxxxxxxxxx
Harbor Riverboats, LLC, a Delaware limited liability company (the "LLC").
WHEREAS the LLC is governed by a First Amended and Restated Operating Agreement
as executed on October 31, 1995, and as amended on April 23, 1996 (the
"Agreement"), constituting a limited liability company agreement under the
Delaware Limited Liability Company Act (the "Act").
NOW, THEREFORE, the Members, acting pursuant to the Agreement and Act, hereby
amend Section 3.5 by the addition of two new subsections that shall (i)
immediately follow Subsection 3.5(c), (ii) be designated as Subsections 3.5(d)
and 3.5(e), and (iii) read in their entirety as follows:
(d) Without limiting the scope of the foregoing provisions of this
Section 3.5, but subject to Subsection 3.5(e), the LLC shall indemnify
and hold harmless each beneficiary referenced in Subsection 3.5(c) in
the event, and to the extent, that third-party recourse against the
particular beneficiary would have been unavailable to the claimant in
the absence of the Limited Agency Agreement to be executed by
Majestic, Xxxxx and the LLC.
(e) Notwithstanding the foregoing provisions of this Section 3.5, no
rights under this Section 3.5 shall be invoked if the relevant claim
or liability stems from duties solely performed for, and also arises
on premises owned and operated by, a person other than the LLC.
EXCEPT TO THE EXTENT recited in this Amendment, the Agreement shall remain
unchanged.
THIS AMENDMENT (a) shall be governed by and interpreted and enforced according
to Delaware law, and (b) shall be binding upon and inure to the benefit of, and
be enforceable by, the Members, the other persons referenced in Subsection 3.5
of the Agreement, and their respective successors.
THE PARTIES HERETO have executed this Amendment on this first day of December
2000.
THE MAJESTIC STAR CASINO, LLC. XXXXX INDIANA, INC.
By: Xxxxxx Development, Inc., Manager
By:_____________________________ By:___________________________
