EXHIBIT 10.9 LEASE AGREEMENT THIS LEASE AGREEMENT is made and entered into on this 1st day of September, 1978, by and between JEWEL FRENCH NOLEN and JULIE LaMOYNE NOLEN, DAVID KRAMER, and BETTY BENNETT and RICHARD JAMES TINKLER, the interest of each...Lease Agreement • January 29th, 2002 • Majestic Investor Capital Corp
EXHIBIT 4.5 PLEDGE AGREEMENT DATED AS OF DECEMBER 6, 2001Pledge Agreement • January 29th, 2002 • Majestic Investor Capital Corp • New York
INDENTURE Dated as of December 6, 2001Indenture • January 29th, 2002 • Majestic Investor Capital Corp • New York
EXHIBIT 10.10.3 SUPPLEMENTAL AGREEMENT ---------------------- of October 14, 1954 WHEREAS, on the 21st Day of July, A.D., 1954, a Lease Agreement was entered into by and between Vegas Lodge No. 32, Free & Accepted Masons of Las Vegas, Clark County,...Lease Agreement • January 29th, 2002 • Majestic Investor Capital Corp
AMENDED AND RESTATED OPERATING AGREEMENT OF BARDEN MISSISSIPPI GAMING, LLCOperating Agreement • January 29th, 2002 • Majestic Investor Capital Corp • Mississippi
Exhibit 4.12 LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 29th, 2002 • Majestic Investor Capital Corp • California
EXHIBIT 4.4 PLEDGE AND SECURITY AGREEMENT DATED AS OF DECEMBER 6, 2001Pledge and Security Agreement • January 29th, 2002 • Majestic Investor Capital Corp • New York
EXHIBIT 4.24 RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: Brobeck, Phleger & Harrison LLP 550 South Hope Street Suite 2100 Los Angeles, California 90071-2604 Attention: John Francis Hilson, Esq. SUBORDINATION AGREEMENT NOTICE: THIS...Subordination Agreement • January 29th, 2002 • Majestic Investor Capital Corp
RECITALSIntercreditor Agreement • January 29th, 2002 • Majestic Investor Capital Corp • New York
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: Majestic Investor Holdings, LLC, a Delaware limited liability company, and...Exchange Agent Agreement • January 29th, 2002 • Majestic Investor Capital Corp • New York
I RECITALSLease Agreement • January 29th, 2002 • Majestic Investor Capital Corp • Nevada
W I T N E S S E T H: - - - - - - - - - - ILease Agreement • January 29th, 2002 • Majestic Investor Capital Corp
EXHIBIT 4.2 MAJESTIC INVESTOR HOLDINGS, LLC MAJESTIC INVESTOR CAPITAL CORP. $152,632,000 11.653% SENIOR SECURED NOTES DUE 2007 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 29th, 2002 • Majestic Investor Capital Corp • New York
OFOperating Agreement • January 29th, 2002 • Majestic Investor Capital Corp • Nevada
EXHIBIT "C" PAGE 42 -1-Assignment • January 29th, 2002 • Majestic Investor Capital Corp
THIS ASSIGNMENT, entered into by and between THREE-0-ONE CORPORATION, a Nevada Corporation, hereinafter referred to as "ASSIGNOR" and THE PULLIAM COMPANY and FREDERIC W. RICHMAN, d/b/a NEVADA BUILDING COMPANY, a CO-Partnership, hereinafter referred to as "ASSIGNEE".
RECITALSTrademark Security Agreement • January 29th, 2002 • Majestic Investor Capital Corp
Exhibit 10.3 AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is executed as of this 6th day of December, 2001, by and between Barden Development, Inc., an Indiana corporation (the "Manager"), and...Management Agreement • January 29th, 2002 • Majestic Investor Capital Corp • Indiana
EXHIBIT 10.9.3 SECOND AMENDMENT TO KRAMER GROUND LEASE This SECOND AMENDMENT is made, and is effective, as of the ____ day of November, 1998, by and between FITZGERALDS LAS VEGAS, INC. ("lessee") and JOHN A. KRAMER, as Trustee of the Trust created by...Ground Lease • January 29th, 2002 • Majestic Investor Capital Corp
Exhibit 4.14 GUARANTOR SECURITY AGREEMENT This GUARANTOR SECURITY AGREEMENT (this "Agreement"), dated as of December 6, 2001 is executed and delivered by MAJESTIC INVESTOR HOLDINGS, LLC, a Delaware limited liability company ("Parent"), MAJESTIC...Guarantor Security Agreement • January 29th, 2002 • Majestic Investor Capital Corp • California
GUARANTEEGuarantee • January 29th, 2002 • Majestic Investor Capital Corp
For good and valuable consideration received from the Issuers by the undersigned (hereinafter referred to as the "Subsidiary Guarantors," which term includes any successor or additional Subsidiary Guarantors), the receipt and sufficiency of which is hereby acknowledged, subject to Section 10.10 of the Indenture, each Subsidiary Guarantor, jointly and severally, hereby unconditionally guarantees, irrespective of the validity or enforceability of the Indenture, the Notes, the Security Documents, the Registration Rights Agreement or the Obligations thereunder, (a) the due and punctual payment of the principal and premium, if any, of and interest on the Notes (including, without limitation, interest after the filing of a petition initiating any proceedings referred to in Section 6.1(12) or (13) of the Indenture), whether at maturity or on an interest payment date, by acceleration, call for redemption or otherwise, (b) the due and punctual payment of interest on the overdue principal and pr
EXHIBIT 10.2 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 • January 29th, 2002 • Majestic Investor Capital Corp
EXHIBIT 1.1 MAJESTIC INVESTOR HOLDINGS, LLC MAJESTIC INVESTOR CAPITAL CORP. $152,632,000 11.653% SENIOR SECURED NOTES DUE 2007 PURCHASE AGREEMENTPurchase Agreement • January 29th, 2002 • Majestic Investor Capital Corp • New York
Exhibit 10.5 MEMBER AGREEMENT MEMBER AGREEMENT, dated as of December 6, 2001 (this "AGREEMENT"), by and among Majestic Investor Holdings, LLC, a Delaware limited liability company (the "COMPANY"), Majestic Investor, LLC, a Delaware limited liability...Member Agreement • January 29th, 2002 • Majestic Investor Capital Corp • New York
WITNESSETHContribution and Assignment Agreement • January 29th, 2002 • Majestic Investor Capital Corp • Delaware
EXHIBIT 10.10.12 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Jennifer Love, Esq. Latham & Watkins Sears Tower, Suite 5800 Chicago, IL 60606 ASSIGNMENT OF GROUND LEASE This Assignment of Ground Lease (this "Assignment") made this 6th day of...Assignment of Ground Lease • January 29th, 2002 • Majestic Investor Capital Corp
EXHIBIT 10.1 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 • January 29th, 2002 • Majestic Investor Capital Corp
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 10.4 EXPENSE REIMBURSEMENT/SHARING AGREEMENT THIS EXPENSE REIMBURSEMENT/SHARING AGREEMENT ("Agreement") is executed as of this 22nd day of October 2001, by and between The Majestic Star Casino, LLC, an Indiana limited liability company...Expense Reimbursement/Sharing Agreement • January 29th, 2002 • Majestic Investor Capital Corp • Indiana
STOCK PLEDGE AGREEMENT (PARENT)Stock Pledge Agreement • January 29th, 2002 • Majestic Investor Capital Corp • California
L E A S ELease • January 29th, 2002 • Majestic Investor Capital Corp • Nevada
EXHIBIT 3.2 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 • January 29th, 2002 • Majestic Investor Capital Corp
OFOperating Agreement • January 29th, 2002 • Majestic Investor Capital Corp • Colorado
EXHIBIT 10.11.3 SECOND AMENDMENT TO HAM GROUND LEASE This SECOND AMENDMENT is made, and is effective, as of the 22nd day of November, 1998, by and between FITZGERALDS LAS VEGAS, INC. ("Lessee") and GARY R. DOKTER, JACQUELINE TRAHAN- WEBER, GEORGIA...Ham Ground Lease • January 29th, 2002 • Majestic Investor Capital Corp
Exhibit 4.20 GUARANTOR TRADEMARK SECURITY AGREEMENT This GUARANTOR TRADEMARK SECURITY AGREEMENT (this "Agreement"), dated as of December 6, 2001, is entered into between MAJESTIC INVESTOR HOLDINGS, LLC, a Delaware limited liability company...Guarantor Trademark Security Agreement • January 29th, 2002 • Majestic Investor Capital Corp • California
Exhibit 4.10 Prepared By and Upon Recordation Return To: THE BANK OF NEW YORK 101 Barclay Street - 21W New York, New York 10286 Attention: Corporate Trust Administration Phone: (212) 896-7223 DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING WITH...Deed of Trust, Security Agreement and Fixture Filing With Assignment of Rents • January 29th, 2002 • Majestic Investor Capital Corp • Colorado
EXHIBIT 4.21 SUBORDINATION OF FIRST PREFERRED VESSEL MORTGAGE UPON FITZGERALDS TUNICA (OFFICIAL NO. 262757) (THE "VESSEL") In consideration of Foothill Capital Corporation, a California corporation ("Foothill"), whose offices are located at One Boston...Subordination of First Preferred Vessel Mortgage • January 29th, 2002 • Majestic Investor Capital Corp
In consideration of Foothill Capital Corporation, a California corporation ("Foothill"), whose offices are located at One Boston Plaza, Suite 1800, Boston, Massachusetts 02108, entering into that certain Loan and Security Agreement dated as of December 6, 2001, with, among others, Barden Mississippi Gaming, LLC, a Mississippi limited liability company (a "Borrower"), whose offices are located at 163 Madison avenue, suite 2000, Detroit, Michigan 48226, whereby, among other things, Borrower has agreed to grant to Foothill, as Trustee, that certain First Preferred Vessel Mortgage on the Whole of the Fitzgeralds Tunica ("Foothill Mortgage") dated December 6, 2001, filed at the National Vessel Documentation Center against the Vessel on December ___, 2001 ________ in Book _______, page ______, and in accordance with and subject to the terms and conditions of an Intercreditor Agreement dated as of December 6, 2001 (the "Intercreditor Agreement"), by and between Foothill and The Bank of New Yo
