Assignment of Membership Interest by Majestic Investor Holdings, LLC to Barden Development, Inc.

Summary

This agreement documents the transfer of 100% membership interest in Barden Nevada Gaming, LLC from Majestic Investor Holdings, LLC (MIH) to Barden Development, Inc. (BDI). MIH sells and assigns its entire interest in the company to BDI, and BDI agrees to assume all obligations as a member under the existing operating agreement. Both parties warrant their authority to enter into this agreement, which is governed by Nevada law and effective as of December 31, 2003.

EX-2.1 3 k82552exv2w1.txt ASSIGNMENT OF INTEREST BY BARDEN DEVELOPMENT, INC. EXHIBIT 2.1 BARDEN NEVADA GAMING, LLC Assignment of Membership Interest THIS ASSIGNMENT is executed by BARDEN DEVELOPMENT, INC., an Indiana corporation ("BDI"), and MAJESTIC INVESTOR HOLDINGS, LLC, a Delaware limited liability company ("MIH"). WHEREAS, MIH is the sole member of Barden Nevada Gaming, LLC (the "Company"). WHEREAS, the Company is a Nevada limited liability company governed by an Operating Agreement dated March 7, 2001 (the "Agreement"). NOW, THEREFORE, pursuant to Nevada Revised Statutes 86.351, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and consistent with the following terms: 1. MIH hereby sells, assigns and transfers to BDI, and BDI hereby acquires and purchases from MIH, MIH's 100% membership interest (the "Interest") in the Company, together with any substitutions, proceeds or reissues thereof. 2. MIH warrants that this Assignment is enforceable against it according to its terms (although no warranty is given as to the extent (if any) to which the Company will be profitable), and BDI (a) warrants that it is acquiring the Interest for BDI's own account, and (b) covenants not to transfer or encumber the Interest in violation of applicable securities law. 3. BDI hereby accepts this assignment and agrees to be bound by the terms and provisions of, and assume the obligations of MIH as a member under, the Agreement. 4. This Instrument constitutes the entire agreement of the parties hereto with respect to the matters addressed herein, and shall be interpreted and enforced according to Nevada law. 5. A copy of this Assignment shall be maintained in the respective records of the Company and MIH, and shall be appended to each copy of (i) the Agreement, and (ii) the current operating agreement of MIH. IN WITNESS WHEREOF, the parties have executed this Assignment on this 31st day of December, 2003. MAJESTIC INVESTOR HOLDINGS, LLC BARDEN DEVELOPMENT, INC. By: /s/ Don H. Barden By: /s/ Don H. Barden ---------------------------- ------------------------- Don H. Barden, Manager Don H. Barden, President