Exhibit 10.1


     

    Exhibit
      10.1


    AMENDMENT
      NUMBER SEVEN TO LOAN AND SECURITY AGREEMENT

     

    THIS
      AMENDMENT NUMBER SEVEN TO LOAN AND SECURITY AGREEMENT (this
      “Amendment”),
      dated
      as of March 15, 2007, 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.

     

    2.  AMENDMENTS
      TO LOAN AGREEMENT.
      

     

    (a)  Section
      1.1
      of the
      Loan Agreement is hereby amended by inserting the following new definitions
      in
      proper alphabetical order:

     

    “Seventh
      Amendment”
means
      that certain Amendment Number Seven to Loan and Security Agreement dated as
      of
      March 15, 2007, by and among the Borrowers and the Lender Group.

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Seventh
      Amendment Fee”
has
      the
      meaning set forth in Section
      2.11(f).

     

    (b)  Section
      2.11
      of the
      Loan Agreement is hereby amended (i) by deleting the phrase “(except in the case
      of the fee described in clauses
      (d)
      and
(e)
      of this
Section
      2.11,
      which
      fee shall be distributed ratably among the Lenders as set forth in such
clauses
      (d)
      and
(e)
      hereof)”
immediately following the words “(irrespective of whether this Agreement is
      terminated thereafter) and shall” appearing in the first sentence therein and
      replacing it with the phrase “(except in the case of the fees described in
clauses
      (d),
      (e),
      and
(f)
      of this
Section
      2.11,
      which
      fees shall be distributed ratably among the Lenders as set forth in such
clauses
      (d),
      (e),
      and
(f)
      hereof)”, (ii) by deleting the word “and” at the end of clause
      (d),
      (iii)
      by deleting the period at the end of clause
      (e)
      and
      replacing it with “, and”, and (iv) by adding the following new clause
      (f):

     

    “(f) Seventh
      Amendment Fee. An
      amendment fee in the amount of $50,000 (the “Seventh
      Amendment Fee”),
      which
      amendment fee shall be fully earned on March 15, 2007, shall be distributed
      ratably among the Lenders in accordance with their respective Pro Rata Shares,
      and shall be charged to Borrowers’ Loan Account on such date.”

     

    (c)  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

               

            
	
               

              $65,000,000

               

            	
               

              For
                the 12 month period 

              ending
                March 31, 2007

               

            
	
               

              $65,000,000

               

            	
               

              For
                the 12 month period 

              ending
                June 30, 2007

               

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               

              $65,000,000

               

            	
               

              For
                the 12 month period 

              ending
                September 30, 2007

               

            
	
               

              $70,000,000

               

            	
               

              For
                the 12 month period

              ending
                December 31, 2007

               

            
	
               

              $70,000,000

               

            	
               

              For
                the 12 month period 

              ending
                March 31, 2008

               

            
	
               

              $70,000,000

               

            	
               

              For
                the 12 month period 

              ending
                June 30, 2008

               

            
	
               

              $72,000,000

               

            	
               

              For
                the 12 month period 

              ending
                September 30, 2008

               

            
	
               

              $74,000,000

               

            	
               

              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”

               

            


    

    


     

    (d)  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 

               

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	
               

              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

               

            
	
               

              1.20:1.0

               

            	
               

              For
                the 12 month period 

              ending
                March 31, 2007

               

            
	
               

              1.20:1.0

            	
               

              For
                the 12 month period 

              ending
                June 30, 2007

               

            
	
               

              1.20:1.0

            	
               

              For
                the 12 month period 

              ending
                September 30, 2007

               

            
	
               

              1.20:1.0

            	
               

              For
                the 12 month period 

              ending
                December 31, 2007

               

            
	
               

              1.20:1.0

            	
               

              For
                the 12 month period 

              ending
                March 31, 2008

               

            
	
               

              1.20:1.0

            	
               

              For
                the 12 month period 

              ending
                June 30, 2008

               

            
	
               

              1.25:1.0

            	
               

              For
                the 12 month period 

              ending
                September 30, 2008

               

            
	
               

              1.25:1.0

               

            	
               

              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

               

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               

              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”

               

            


    

    


    
       

    

    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;

     

    (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;

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (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; 

     

    (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.

    
      
        
        

      

      
        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]

     

    


     




    


     

     

     


    
      
        
           

           

        

        
        

      

      
        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

     


    
      
        [SIGNATURE
          PAGE TO AMENDMENT NUMBER SEVEN TO LOAN AND SECURITY AGREEMENT]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WELLS
      FARGO FOOTHILL, INC.,

    as
      Agent
      and as a Lender

     

    By:
      /s/ Peter G. Schuebler

    Name:
      Peter G.
      Schuebler                                    


    Title:
      Vice President

     

    GENERAL
      ELECTRIC CAPITAL CORPORATION,

    as
      a
      Lender

     

    By:
      /s/ Bond Harberts 

    Name:
      Bond
      Harberts                                          


    Title:
      Vice President

    
ALLIED
      IRISH BANK,

    as
      a
      Lender

     

    By:
      /s/ Joanna P. McFadden 

    Name:
      Joanna P.
      McFadden                              


    Title:
      Assistant Vice President 


    
      
        
          [SIGNATURE
            PAGE TO AMENDMENT NUMBER SEVEN TO LOAN AND SECURITY
            AGREEMENT]

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    


    


     


    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 Seven to Loan and Security Agreement, dated as of March 15, 2007 (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 or electronic mail 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 or electronic mail 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]


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    


     




    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