INDENTURE Dated as of October 7, 2003 THE BANK OF NEW YORK, TrusteeIndenture • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • New York
EXHIBIT 1.1 THE MAJESTIC STAR CASINO, LLC THE MAJESTIC STAR CASINO CAPITAL CORP. $260,000,000 9 1/2% SENIOR SECURED NOTES DUE 2010 PURCHASE AGREEMENTPurchase Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • New York
BACKGROUNDSupplemental Indenture • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • New York
INDENTURE Dated as of December 6, 2001Indenture • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • New York
AMENDED AND RESTATED OPERATING AGREEMENT OF BARDEN MISSISSIPPI GAMING, LLCOperating Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • Mississippi
RECITALSEmployment Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • Indiana
EXHIBIT 10.1 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • California
RECITALSEmployment Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • Colorado
EXHIBIT 10.8 MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT ("AGREEMENT") is executed as of this 7th day of October, 2003, by and between Barden Development, Inc., an Indiana corporation (the "MANAGER"), and The Majestic Star Casino, LLC, an Indiana...Management Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • Indiana
RECITALSEmployment Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • Mississippi
Exhibit 99.6 , 2004 EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 21 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: The Majestic Star Casino, LLC, an Indiana limited liability...Exchange Agent Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • New York
EXHIBIT 4.5 THE MAJESTIC STAR CASINO, LLC THE MAJESTIC STAR CAPITAL CORP. $260,000,000 9 1/2% SENIOR SECURED NOTES DUE 2010 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • New York
EXHIBIT 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement"), is entered into this 22nd day of October, 2001, by and between Majestic Star Casino, LLC ("Majestic") and Michael E. Kelly ("Kelly"). WHEREAS, Majestic and Kelly desire to...Employment Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services
EXHIBIT 4.6 INTERCREDITOR AND LIEN SUBORDINATION AGREEMENTIntercreditor and Lien Subordination Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • New York
EXHIBIT 10.2 October 22, 2001 Mr. Don H. Barden 18240 Fairway Drive Detroit, MI 48221 Dear Mr. Barden This letter constitutes an amended letter agreement between The Majestic Star Casino, LLC, an Indiana limited liability company (or its successor...Employment Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services
This letter constitutes an amended letter agreement between The Majestic Star Casino, LLC, an Indiana limited liability company (or its successor company) ("MSC"), and you, pursuant to which you will serve as an employee of MSC and will perform those duties generally associated with the duties of a President and Chief Executive Officer of a company. Your duties may be changed from time and time by MSC, but any new responsibilities or title shall be consistent with your experience, knowledge and skills. MSC agrees to pay you compensation of $370,000 annually, payable in substantially equal weekly payments with usual and customary payroll deductions. In addition, MSC agrees to pay, on behalf of Mr. Barden, certain premiums for life insurance policies. MSC will also reimburse you for business travel and other related expenses.
EXHIBIT 10.9 EXPENSE REIMBURSEMENT/SHARING AGREEMENT THIS EXPENSE REIMBURSEMENT/SHARING AGREEMENT ("AGREEMENT") is executed as of this 7th day of October, 2003, by and between The Majestic Star Casino, LLC, an Indiana limited liability company...Expense Reimbursement/Sharing Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • Indiana
EXHIBIT 3.7 MAJESTIC INVESTOR HOLDINGS, LLC Limited Liability Company Agreement THIS LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") is signed on September 25, 2001 by MAJESTIC INVESTOR, LLC, a Delaware limited liability company whose address...Limited Liability Company Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services
OFOperating Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • Colorado
EXHIBIT 10.12 BUFFINGTON 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 TRUMP INDIANA, INC., a...Second Amendment to the First Amended and Restated Operating Agreement • December 5th, 2003 • Majestic Star Casino LLC • Services-amusement & recreation services • Delaware
