Exhibit 10.1


    Exhibit
      10.1

     

    AMENDMENT
      NUMBER SIX TO LOAN AND SECURITY AGREEMENT

     

    THIS
      AMENDMENT NUMBER SIX TO LOAN AND SECURITY AGREEMENT (this
      “Amendment”),
      dated
      as of July 31, 2006, is entered into by and among THE
      MAJESTIC STAR CASINO, LLC,
      an
      Indiana limited liability company (“Parent”),
      each
      of Parent’s Subsidiaries identified on the signature pages hereof (such
      Subsidiaries, together with Parent, are referred to hereinafter each
      individually as a “Borrower”,
      and
      individually and collectively, jointly and severally, as the “Borrowers”),
      each
      of the lenders that is a signatory to this Amendment, and WELLS
      FARGO FOOTHILL, INC.,
      a
      California corporation, as the arranger and administrative agent for the Lenders
      (in such capacity, together with its successors, if any, in such capacity,
      “Agent”;
      and
      together with each of the Lenders, individually and collectively, the
“Lender
      Group”),
      in
      light of the following:

     

    W
      I T N E S S E T H

     

    WHEREAS,
      each Borrower and the Lender Group are parties to that certain Loan and Security
      Agreement, dated as of October 7, 2003 (as amended, restated, supplemented,
      or
      modified from time to time, the “Loan
      Agreement”);

     

    WHEREAS,
      each Borrower has requested that the Lender Group agree to amend the Loan
      Agreement in accordance with the provisions of this Amendment; and

     

    WHEREAS,
      subject to the terms and conditions set forth in this Amendment, the Required
      Lenders are willing to so amend the Loan Agreement.

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the parties agree to amend the Loan Agreement
      as
      follows:

     

    1.  DEFINITIONS.
      Capitalized terms used herein and not otherwise defined herein shall have the
      meanings ascribed to them in the Loan Agreement, as amended hereby.

    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    

     

    2.  AMENDMENTS
      TO LOAN AGREEMENT.
      

     

    (a)  Section
      7.18(a)(i)
      of the
      Loan Agreement is hereby amended by deleting the chart appearing therein and
      replacing it with the following chart:

     

     

    
      	
               

              “Applicable
                Amount

               

            	
               

              Applicable
                Period

               

            
	
               

              $60,000,000

               

            	
               

              For
                the 12 month period ending March 31, 2006

               

            
	
               

              $65,000,000

               

            	
               

              For
                the 12 month period ending June 30, 2006

               

            
	
               

              $70,000,000

               

            	
               

              For
                the 12 month period ending September 30, 2006

               

            
	
               

              $75,000,000

               

            	
               

              For
                the 12 month period ending December 31, 2006

               

            
	
               

              $75,000,000

               

            	
               

              For
                the 12 month period ending March 31, 2007

               

            
	
               

              $75,000,000

               

            	
               

              For
                the 12 month period ending June 30, 2007

               

            
	
               

              $75,000,000

               

            	
               

              For
                the 12 month period ending September 30, 2007

               

            
	
               

              $75,000,000

               

            	
               

              For
                the 12 month period ending December 31, 2007

               

            
	
               

              $80,000,000

               

            	
               

              For
                the 12 month period ending March 31, 2008

               

            
	
               

              $80,000,000

               

            	
               

              For
                the 12 month period ending June 30, 2008

               

            
	
               

              $80,000,000

               

            	
               

              For
                the 12 month period ending September 30, 2008

               

            
	
               

              $80,000,000

               

            	
               

              For
                the 12 month period ending December 31, 2008

               

            
	
               

              $85,000,000

               

            	
               

              For
                the 12 month period ending March 31, 2009

               

            
	
               

              $85,000,000

               

            	
               

              For
                the 12 month period ending June 30, 2009

               

            
	
               

              $85,000,000

               

            	
               

              For
                the 12 month period ending September 30, 2009

               

            
	
               

              $85,000,000

               

            	
               

              For
                the 12 month period ending December 31, 2009

               

            
	
               

              $90,000,000

               

            	
               

              For
                the 12 month period ending March 31, 2010 and for the 12 month period
                ending on the last day of each month thereafter”

               

            


    

    


     


    
      
        
        

      

      
        R-2

        
          

        

      

      
        
        

      

    


    


     

    (b)  Section
      7.18(a)(ii)
      of the
      Loan Agreement is hereby amended by deleting the chart appearing therein and
      replacing it with the following chart:

     

    
      	
               

              “Applicable
                Ratio

               

            	
               

              Applicable
                Period

               

            
	
               

              1.80:1.0

               

            	
               

              For
                the 12 month period ending March 31, 2006 

               

            
	
               

              1.50:1.0

               

            	
               

              For
                the 12 month period ending June 30, 2006

               

            
	
               

              1.50:1.0

            	
               

              For
                the 12 month period ending September 30, 2006

               

            
	
               

              1.50:1.0

            	
               

              For
                the 12 month period ending December 31, 2006

               

            
	
               

              1.50:1.0

            	
               

              For
                the 12 month period ending March 31, 2007

               

            
	
               

              1.50:1.0

            	
               

              For
                the 12 month period ending June 30, 2007

               

            
	
               

              1.50:1.0

            	
               

              For
                the 12 month period ending September 30, 2007

               

            
	
               

              1.50:1.0

            	
               

              For
                the 12 month period ending December 31, 2007

               

            
	
               

              1.60:1.0

               

            	
               

              For
                the 12 month period ending March 31, 2008

               

            
	
               

              1.60:1.0

               

            	
               

              For
                the 12 month period ending June 30, 2008

               

            
	
               

              1.60:1.0

               

            	
               

              For
                the 12 month period ending September 30, 2008

               

            
	
               

              1.60:1.0

               

            	
               

              For
                the 12 month period ending December 31, 2008

               

            
	
               

              1.70:1.0

               

            	
               

              For
                the 12 month period ending March 31, 2009

               

            
	
               

              1.70:1.0

               

            	
               

              For
                the 12 month period ending June 30, 2009

               

            
	
               

              1.70:1.0

               

            	
               

              For
                the 12 month period ending September 30, 2009

               

            
	
               

              1.70:1.0

               

            	
               

              For
                the 12 month period ending December 31, 2009

               

            
	
               

              1.80:1.0

               

            	
               

              For
                the 12 month period ending March 31, 2010 and for the 12 month period
                ending on the last day of each fiscal quarter of Borrowers
                thereafter”

               

            


    

    


     


    
      
        
        

      

      
        R-3

        
          

        

      

      
        
        

      

    


    


     

    (c)  Section
      7.18(b)
      of the
      Loan Agreement is amended and restated in its entirety as follows:

     

    “(b)
      Make:

     

    (i)
      Capital
      Expenditures.
      Capital
      Expenditures in any fiscal year in excess of the amount set forth in the
      following table for the applicable period other than (A) Capital Expenditures
      made or incurred on or before June 30, 2007 in connection with the purchase
      of
      new slot-machines or conversion of existing slot-machines, in each case in
      connection with their conversion from cash-pay slot-machines to
      ticket-in-ticket-out slot-machines at the casinos located in Black Hawk,
      Colorado, and Tunica, Mississippi, in an aggregate amount of all such Capital
      Expenditures described in this clause (A) not to exceed $7,500,000, and (B)
      Capital Expenditures made or incurred on or before December 31, 2008 in
      connection with the expansion of the casino in Black Hawk, Colorado, in an
      aggregate amount not to exceed $25,000,000:

     

    
      	
               

              Fiscal
                Year 2004

            	
               

              Fiscal
                Year 2005

            	
               

              Fiscal
                Year 2006 

            	
               

              Fiscal
                Year 2007 

            	
               

              Fiscal
                Year 2008 

            	
               

              Fiscal
                Year 2009 

            	
               

              Fiscal
                Year 2010

            
	
               

              $18,000,000

            	
               

              $12,000,000

            	
               

              $25,000,000

            	
               

              $25,000,000

            	
               

              $30,000,000

            	
               

              $30,000,000

            	
               

              $30,000,000

            


    

    


    The
      foregoing to the contrary notwithstanding, in the event the Borrowers and their
      Restricted Subsidiaries do not expend the full amount of the Capital
      Expenditures permitted hereunder for any period, the Borrowers and their
      Restricted Subsidiaries may expend 25% of the unutilized portion thereof in
      the
      immediately succeeding period.”

     

    3.  CONDITIONS
      PRECEDENT TO THIS AMENDMENT.
      The
      satisfaction of each of the following shall constitute conditions precedent
      to
      the effectiveness of this Amendment and each and every provision
      hereof:

     

    (a)  After
      giving effect to this Amendment, the representations and warranties in this
      Amendment, the Loan Agreement and the other Loan Documents shall be true and
      correct in all respects on and as of the date hereof, as though made on such
      date (except to the extent that such representations and warranties relate
      solely to an earlier date);

     

    (b)  Agent
      shall have received an amendment fee of $50,000, which amendment fee shall
      be
      fully earned on the date hereof, shall be due and payable in full in cash on
      the
      date hereof, and shall be non-refundable when paid;

    
      
        
        

      

      
        R-4

        
          

        

      

      
        
        

      

    

     

    (c)  Agent
      shall have received the reaffirmation and consent of each Guarantor and Limited
      Recourse Guarantor attached hereto as Exhibit
      A
      (the
“Consent”), duly executed and delivered by an authorized official of each
      Guarantor and of Limited Recourse Guarantor; 

    
       

    

    (d)  After
      giving effect to this Amendment, no Default or Event of Default shall have
      occurred and be continuing on the date hereof or as of the date of the
      effectiveness of this Amendment; and

     

    (e)  No
      injunction, writ, restraining order, or other order of any nature prohibiting,
      directly or indirectly, the consummation of the transactions contemplated herein
      shall have been issued and remain in force by any Governmental Authority against
      any Borrower, any Guarantor, Limited Recourse Guarantor, or any member of the
      Lender Group.

     

    4.  REPRESENTATIONS
      AND WARRANTIES.
      Each
      Borrower hereby represents and warrants to the Lender Group as
      follows:

     

    (a)  After
      giving effect to this Amendment, the representations and warranties in this
      Amendment, the Loan Agreement and the other Loan Documents are true and correct
      in all respects on and as of the date hereof, as though made on such date
      (except to the extent that such representations and warranties relate solely
      to
      an earlier date);

     

    (b)  The
      execution, delivery, and performance of this Amendment and of the Loan
      Agreement, as amended by this Amendment, are within each Borrower’s corporate
      powers, have been duly authorized by all necessary corporate action, and are
      not
      in contravention of any law, rule, or regulation, or any order, judgment,
      decree, writ, injunction, or award of any arbitrator, court, or governmental
      authority, or of the terms of its charter or bylaws, or of any contract or
      undertaking to which it is a party or by which any of its properties may be
      bound or affected;

     

    (c)  This
      Amendment and the Loan Agreement, as amended by this Amendment, constitute
      each
      Borrower’s legal, valid, and binding obligation, enforceable against such
      Borrower in accordance with its terms; 

     

    (d)  This
      Amendment has been duly executed and delivered by each Borrower; 

     

    (e)  The
      execution, delivery, and performance of the Consent is within each Guarantor’s
      and Limited Recourse Guarantor’s corporate power, has been duly authorized by
      all necessary corporate action, and is not in contravention of any law, rule
      or
      regulation, or any order, judgment, decree, writ, injunction, or award of any
      arbitrator, court or governmental authority, or of the terms of its charter
      or
      bylaws, or of any contract or undertaking to which it is a party or by which
      any
      of its properties may be bound or affected; 

    
      
        
        

      

      
        R-5

        
          

        

      

      
        
        

      

    

     

    (f)  The
      Consent constitutes each Guarantor’s and Limited Recourse Guarantor’s legal,
      valid, and binding obligations, enforceable against each such Person in
      accordance with its terms; 

     

    (g)  After
      giving effect to this Amendment, no Default or Event of Default has occurred
      and
      is continuing on the date hereof or as of the date of the effectiveness of
      this
      Amendment;

     

    (h)  No
      injunction, writ, restraining order, or other order of any nature prohibiting,
      directly or indirectly, the consummation of the transactions contemplated herein
      has been issued and remains in force by any Governmental Authority against
      Borrower, any Guarantor, Limited Recourse Guarantor, or any member of the Lender
      Group; and

     

    (i)  The
      Consent has been duly executed and delivered by each Guarantor and Limited
      Recourse Guarantor.

     

    5.  CONSTRUCTION.
      THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
      THE
      STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE
      STATE OF CALIFORNIA.

     

    6.  ENTIRE
      AMENDMENT; EFFECT OF AMENDMENT.
      This
      Amendment, and terms and provisions hereof, constitute the entire agreement
      among the parties pertaining to the subject matter hereof and supersedes any
      and
      all prior or contemporaneous amendments relating to the subject matter hereof.
      Except for the amendments to the Loan Agreement expressly set forth in
Section
      2
      hereof,
      the Loan Agreement and other Loan Documents shall remain unchanged and in full
      force and effect. The execution, delivery, and performance of this Amendment
      shall not operate as a waiver of or, except as expressly set forth herein,
      as an
      amendment of, any right, power, or remedy of the Lender Group as in effect
      prior
      to the date hereof. The amendments set forth herein are limited to the specifics
      hereof, shall not apply with respect to any facts or occurrences other than
      those on which the same are based, and except as expressly set forth herein,
      shall neither excuse any future non-compliance with the Loan Agreement, nor
      shall operate as a waiver of any Default or Event of Default. To the extent
      any
      terms or provisions of this Amendment conflict with those of the Loan Agreement
      or other Loan Documents, the terms and provisions of this Amendment shall
      control. This Amendment is a Loan Document.

    
      
        
        

      

      
        R-6

        
          

        

      

      
        
        

      

    

     

    7.  COUNTERPARTS;
      TELEFACSIMILE EXECUTION.
      This
      Amendment may be executed in any number of counterparts, all of which taken
      together shall constitute one and the same instrument and any of the parties
      hereto may execute this Amendment by signing any such counterpart. Delivery
      of
      an executed counterpart of this Amendment by telefacsimile or electronic mail
      shall be equally as effective as delivery of an original executed counterpart
      of
      this Amendment. Any party delivering an executed counterpart of this Amendment
      by telefacsimile or electronic mail also shall deliver an original executed
      counterpart of this Amendment, but the failure to deliver an original executed
      counterpart shall not affect the validity, enforceability, and binding effect
      of
      this Amendment.

     

    8.  MISCELLANEOUS.

     

    (a)  Upon
      the
      effectiveness of this Amendment, each reference in the Loan Agreement to “this
      Agreement”, “hereunder”, “herein”, “hereof” or words of like import referring to
      the Loan Agreement shall mean and refer to the Loan Agreement as amended by
      this
      Amendment.

     

    (b)  Upon
      the
      effectiveness of this Amendment, each reference in the Loan Documents to the
      “Loan Agreement”, “thereunder”, “therein”, “thereof” or words of like import
      referring to the Loan Agreement shall mean and refer to the Loan Agreement
      as
      amended by this Amendment.

     

    [signature
      page follows]  

     


    
      
        
        

      

      
        R-7

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Amendment to be executed and
      delivered as of the date first written above.

     

                                            THE
      MAJESTIC STAR
      CASINO, LLC 

                                            an
      Indiana limited
      liability company

     

                                            By:
      /s/ Jon S.
      Bennett

                                            Name:
      Jon S.
      Bennett

                                            Title:
      Vice President
      and Chief Financial Officer

     

                                            THE
      MAJESTIC STAR
      CASINO II, INC., 

                                            an
      Indiana
      corporation


    


                                            By:
      /s/ Jon S.
      Bennett

                                            Name:
      Jon S.
      Bennett

                                            Title:
      Vice President
      and Chief Financial Officer


     

                                            BARDEN
      MISSISSIPPI
      GAMING, LLC

                                            a
      Mississippi limited
      liability company

     

                                            By:
      /s/ Jon S.
      Bennett

                                            Name:
      Jon S.
      Bennett

                                            Title:
      Vice President
      and Chief Financial Officer

     

                                            BARDEN
      COLORADO
      GAMING, LLC

                                            a
      Colorado limited
      liability company

     

                                            By:
      /s/ Jon S.
      Bennett

                                            Name:
      Jon S.
      Bennett

                                            Title:
      Vice President
      and Chief Financial Officer


                                            WELLS
      FARGO FOOTHILL,
      INC.,

                                            as
      Agent and as a
      Lender

     

                                            By:
      /s/ Peter
      Schuebler

                                            Name:
      Peter
      Schuebler

                                            Title:
      Vice
      President

     

                                            GENERAL
      ELECTRIC
      CAPITAL CORPORATION,

                                            as
      a
      Lender

     

                                            By:
      /s/ Bond
      Harberts

                                            Name:
      Bond
      Harberts

                                            Title:
      Duly
      Authorized Officer

    


                                            ALLIED
      IRISH
      BANK,

                                            as
      a
      Lender

     

                                            By:
      /s/ Derrick
      Lynch

                                            Name:
      Derrick
      Lynch

                                            Title:
      Vice
      President


    
      
        
        

      

      
        R-8

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    REAFFIRMATION
      AND CONSENT

     

    All
      capitalized terms used herein but not otherwise defined herein shall have the
      meanings ascribed to them in that certain Loan and Security Agreement by and
      among THE
      MAJESTIC STAR CASINO, LLC,
      an
      Indiana limited liability company (“MSC”), and each of MSC’s Subsidiaries
      identified on the signature pages thereof (such Subsidiaries, together with
      MSC,
      are referred to hereinafter each individually as a “Borrower”, and individually
      and collectively, jointly and severally, as the “Borrowers”), each of the
      lenders that is from time to time a party thereto (together with their
      respective successors and permitted assigns, individually, “Lender” and,
      collectively, “Lenders”), and WELLS
      FARGO FOOTHILL, INC.,
      a
      California corporation, as the arranger and administrative agent for the Lenders
      (in such capacity, together with its successors, if any, in such capacity,
      “Agent”; and together with each of the Lenders, individually and collectively
      the “Lender Group”), dated as of October 7, 2003 (as amended, restated,
      supplemented or otherwise modified, the “Loan Agreement”), or in Amendment
      Number Six to Loan and Security Agreement, dated as of July 31, 2006 (the
“Amendment”), among the Borrowers and the Lender Group. The undersigned each
      hereby (a) represent and warrant to the Lender Group that the execution,
      delivery, and performance of this Reaffirmation and Consent are within its
      powers, have been duly authorized by all necessary action, and are not in
      contravention of any law, rule, or regulation, or any order, judgment, decree,
      writ, injunction, or award of any arbitrator, court, or governmental authority,
      or of the terms of its charter or bylaws, or of any contract or undertaking
      to
      which it is a party or by which any of its properties may be bound or affected;
      (b) consents to the amendment of the Loan Agreement by the Amendment; (c)
      acknowledges and reaffirms its obligations owing to the Lender Group under
      any
      Loan Documents to which it is a party; and (d) agrees that each of the Loan
      Documents to which it is a party is and shall remain in full force and effect.
      Although the undersigned has been informed of the matters set forth herein
      and
      has acknowledged and agreed to same, it understands that the Lender Group has
      no
      obligations to inform it of such matters in the future or to seek its
      acknowledgment or agreement to future amendments, and nothing herein shall
      create such a duty. Delivery of an executed counterpart of this Reaffirmation
      and Consent by telefacsimile shall be equally as effective as delivery of an
      original executed counterpart of this Reaffirmation and Consent. Any party
      delivering an executed counterpart of this Reaffirmation and Consent by
      telefacsimile also shall deliver an original executed counterpart of this
      Reaffirmation and Consent but the failure to deliver an original executed
      counterpart shall not affect the validity, enforceability, and binding effect
      of
      this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed
      by the laws of the State of California.

     

    [signature
      page follows]


    
      
        
        

      

      
        R-9

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have each caused this Reaffirmation and Consent
      to be executed as of the date of the Amendment.

     

                                            MAJESTIC
      HOLDCO,
      LLC,
      

                                            an
      Indiana limited
      liability company

     

                                            By:
      /s/ Jon S.
      Bennett

                                            Name:
      Jon S.
      Bennett

                                            Title:
      Vice President
      and Chief Financial Officer

     

                                            BUFFINGTON
      HARBOR
      PARKING ASSOCIATES,
      LLC,

                                            Delaware
      limited
      liability company


    


                                            By:
      /s/ Jon S.
      Bennett

                                            Name:
      Jon S.
      Bennett

                                            Title:
      Vice President
      and Chief Financial Officer

     

                                            BUFFINGTON
      HARBOR
      RIVERBOATS, LLC, 

                                            a
      Delaware limited
      liability company


    


                                            By:
      /s/ Jon S.
      Bennett

                                            Name:
      Jon S.
      Bennett

                                            Title:
      Vice President
      and Chief Financial Officer

     

     

     

     

     

     

     

     

    R-10