Jefferies & Company, Inc.
11100 Santa Monica Boulevard, 10th Floor; Los Angeles, California 90025
CORPORATE FINANCE Telephone (310) 575-5200 (800) 983-6656 Fax (310) 575-5165
December 1, 2000
THE MAJESTIC STAR CASINO, LLC
One Buffington Harbor Drive
Gary, Indiana 46406-3000
Gentlemen:
We understand that a subsidiary of The Majestic Star Casino, LLC (the
"Company") is negotiating with Fitzgeralds Gaming Corporation to purchase its
casino properties in Black Hawk, Colorado, Tunica, Mississippi, and Las Vegas,
Nevada (the "Target Properties"). You have advised us that the total cost to
purchase the Target Properties will be $155 million, including the cost of
financing. You have further advised us that you will require $135 million of
high yield debt financing in the form of senior secured notes (the "Debt
Financing"), in addition to $20 million of equity provided by the Company.
We are pleased to confirm that Jefferies & Company, Inc. ("Jefferies") is
highly confident in its ability to arrange the Debt Financing and authorize the
Company to provide Fitzgeralds Gaming Corporation and its affiliates with a copy
of this letter. Our ability to complete the Debt Financing is subject to (i) no
adverse change in the condition (financial or otherwise), results of operations,
prospects or business of the Target Properties or the Company; (ii) the
preparation, execution, and delivery of documentation and contracts reasonably
satisfactory to Jefferies, the purchasers of the securities and their counsel,
which documentation will contain representations, warranties, conditions,
covenants and other terms and provisions as are customary in transactions of
this type; (iii) satisfactory completion of business, tax, financial, legal,
accounting and other customary due diligence matters; (iv) satisfactory market
conditions; and (v) regulatory approval. This highly confident letter supersedes
any previously issued highly confident letter with respect to the Debt
Financing.
Jefferies & Company, Inc. is an investment banking firm with an extensive
high yield presence and distribution capability. Since 1993, Jefferies has
raised over $30 billion of debt for its clients. In addition, Jefferies has
extensive investment banking capability and experience in the gaming industry
and is a leading underwriter of gaming securities.
We are delighted to have this opportunity to work with you and look
forward to assisting you with the consummation of this Debt Financing.
Sincerely,
JEFFERIES & COMPANY, INC.
By: /S/ M. BRENT STEVENS
------------------------------------
M. Brent Stevens
Managing Director
