Jefferies & Company Highly Confident Letter to The Majestic Star Casino, LLC Regarding Debt Financing for Casino Acquisition

Summary

Jefferies & Company, Inc. has issued this letter to The Majestic Star Casino, LLC, expressing strong confidence in its ability to arrange $135 million in senior secured debt financing. This financing is intended to help Majestic Star acquire casino properties from Fitzgeralds Gaming Corporation. The letter outlines that Jefferies' commitment is subject to satisfactory due diligence, market conditions, regulatory approval, and the completion of customary legal documentation. The letter authorizes Majestic Star to share this assurance with Fitzgeralds Gaming Corporation during the acquisition process.

EX-10.3 4 0004.txt HIGHLY CONFIDENT LETTER OF JEFFERIES & COMPANY Jefferies & Company, Inc. 11100 Santa Monica Boulevard, 10th Floor; Los Angeles, California 90025 CORPORATE FINANCE Telephone ###-###-#### ###-###-#### Fax ###-###-#### December 1, 2000 THE MAJESTIC STAR CASINO, LLC One Buffington Harbor Drive Gary, Indiana ###-###-#### 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