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Exhibit 4.1    
  


 
 

SECOND AMENDMENT AGREEMENT    
  


        This Second Amendment Agreement dated as of February 4, 2003 ("Amendment") is entered into with reference to (a) the Revolving Loan Agreement dated
August 22, 2001 (the "Revolving Loan Agreement") and (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement,
the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. The Loan Agreements
have heretofore been amended by the First Amendment Agreement dated December 19, 2001, and the Capital Markets Term Loan referred to therein has been repaid in full and terminated. Borrower and
the Administrative Agent, acting on behalf of the Requisite Lenders under each of the Loan Agreements, hereby agree to amend each of the Loan Agreements as follows: 


        1.    Definitions.    Capitalized terms used herein but not defined are used with the meanings set forth for those
terms in the Loan Agreements. 


        2.    Amended Definitions.    Section 1.1 in each of the Loan Agreements is hereby amended to delete the definition of
"Detroit Distributable Income" and so that the following definitions set forth therein read in full as follows" 



        "Adjusted EBITDA" means, for any fiscal period, EBITDA for that fiscal period: 



        plus (a) depreciation and amortization expense attributable to Unconsolidated Project Entities, 



        minus (b) Interest Expense and scheduled amortization of Indebtedness of Unconsolidated Project Entities (exclusive of any such
Interest Expense or amortization payable to Borrower or its Subsidiaries); 


        minus (c) Borrower's interest in Interest Expense attributable to Consolidated Project Entities (exclusive of any such Interest
Expense payable to Borrower or its Subsidiaries); 


        minus (d) Borrower's interest in the scheduled amortization of Indebtedness of Consolidated Project Entities (exclusive of any
amounts payable to Borrower or its Subsidiaries); and 


        minus (e) that portion of EBITDA which is attributable to the minority interest in Consolidated Project Entities; 




in
each case as determined in accordance with GAAP. 


        "Consolidated Project Entities" means, as of each date of determination, those Persons formed or acquired by Borrower or its Subsidiaries
for the purpose of the development, construction or operation of New Ventures, the results of operation of which are properly consolidated with the those of the Borrower in accordance with GAAP. As of
the date hereof, Detroit Entertainment, LLC is a Consolidated Project Entity. 


        "EBITDA" means, for any fiscal period Net Income plus the minority interest in the net income of the Consolidated Project Entities
("Adjusted Net Income"): 



        plus (a) any extraordinary loss deducted in determining in Adjusted Net Income; 


        minus (b) any extraordinary gain added in determining in Adjusted Net Income; 


        plus (c) depreciation, amortization and all other non-cash expenses deducted in determining Adjusted Net Income; 




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        plus (d) Interest Expense deducted in determining Adjusted Net Income; 


        plus (e) the aggregate amount of federal and state taxes on or measured by income (whether or not payable during that period)
deducted in determining Adjusted Net Income; 


        plus (f) pre-opening expenses during that period reasonably determined by Borrower in a manner consistent with the past accounting
practices of Borrower and deducted in determining Adjusted Net Income; 




in
each case for Borrower and its Subsidiaries during that period and as determined in accordance with GAAP. 


        "Interest Coverage Ratio" means, as of the last day of any Fiscal Quarter, the ratio of
(a) the greater of (i) Adjusted EBITDA for the four Fiscal Quarter period ending on that date, or (ii) four times Adjusted EBITDA for the Fiscal Quarter ending on that date, to
(b) consolidated Interest Expense of Borrower and its Subsidiaries for the same period minus that portion of the Interest Expense of
Unconsolidated Project Entities which is deducted in arriving at such Adjusted EBITDA, and minus all of the Interest Expense of Consolidated Project
Entities. 


        "Project Entity" means, collectively the Consolidated Project Entities and the Unconsolidated Project Entities. 


        "Unconsolidated Project Entity" means, as of each date of determination, those Persons formed or acquired by Borrower or its Subsidiaries
for the purpose of the development, construction or operation of New Ventures, the results of operation of which are not properly consolidated with the those of the Borrower in accordance with GAAP.
As of the date hereof, (a) Galleon, Inc. and (b) Borrower's Subsidiaries which are pure holding companies for its interests in Victoria Partners and in Elgin Riverboat Resort are all
Unconsolidated Project Entities. 




        3.    Amendment to Section 6.11—Total Debt Ratio.    Section 6.11 of each of the Loan Agreements is hereby
amended to read in full as follows: 



        "6.11    Total Debt Ratio.    Permit the Total Debt Ratio as of the last day of any Fiscal Quarter described in the
matrix below to exceed the ratio set forth opposite that Fiscal Quarter: 



	Fiscal Quarters Ending
 
	 	Maximum Ratio
	 
	January 31, 2003	 	5.50:1.00	 
	April 30, 2003 through and including January 31, 2004	 	5.25:1.00	 
	April 30, 2004

July 31, 2004	 	4.50:1.00	 
	October 31, 2004 and thereafter	 	4.25:1.00	."






        3.    Conditions Precedent.    The effectiveness of this Amendment shall be conditioned upon the receipt by the
Administrative Agent of each of the following: 



        (a)  Counterparts
of this Amendment executed by all parties hereto; 


        (b)  written
consents to the execution, delivery and performance hereof from each of the parties to the Subsidiary Guaranties described in the Loan Agreements; 



        (c)  written
consents to the execution, delivery and performance hereof from the Requisite Lenders under each of the Loan Agreements; and 


        (d)  a
fee equal to 10 basis points times the Commitments under each of the Loan Agreements, for the ratable account of each of the Lenders under the Loan Agreements in
accordance with their respective Pro Rata Shares. 


[Remainder
of this page intentionally left blank—Signature pages to follow] 



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        4.    Representation and Warranty.    Borrower represents and warrants to the Administrative Agent and the Lenders
that no Default or Event of Default has occurred and remains continuing. 



        5.    Confirmation.    In all other respects, the terms of each Loan Agreement and the other Loan Documents are hereby
confirmed. 


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



	 	 	MANDALAY RESORT GROUP, a Nevada corporation
	

 	
 	

By:	
 	

/s/ GLENN SCHAEFFER
 Glenn Schaeffer,
 President and Chief Financial Officer
	

 	
 	

BANK OF AMERICA, N.A., as Administrative Agent
	

 	
 	

By:	
 	

/s/ JANICE HAMMOND
 Janice Hammond,
 Vice President




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EXHIBIT A    
  


 
 

CONSENT OF GUARANTORS    
  


        This Consent of Guarantor is delivered with reference the to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22,
2001, and (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement, the "Loan Agreements"), in each case among Mandalay
Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Loan Agreements. 


        Each
of the undersigned hereby consents to the execution, delivery and performance by Borrower of the proposed First Amendment Agreement in respect of each of the Loan Agreements. 


        Each
of the undersigned represents and warrants to the Administrative Agent and the Lenders that the Subsidiary Guaranties described in the Loan Agreement, remain in full force and
effect in accordance with their respective terms. 


CIRCUS
CIRCUS CASINOS, INC., a Nevada corporation

CIRCUS CIRCUS MICHIGAN, INC., a Michigan corporation

CIRCUS CIRCUS MISSISSIPPI, INC., a Mississippi corporation

COLORADO BELLE CORP., a Nevada corporation

EDGEWATER HOTEL CORPORATION, a Nevada corporation

GALLEON, INC., a Nevada corporation

MANDALAY CORP., a Nevada corporation

NEW CASTLE CORP., a Nevada corporation

PINKLESS, INC., a Nevada corporation

RAMPARTS, INC., a Nevada corporation

SLOTS-A-FUN, INC., a Nevada corporation 



	By:	 	/s/ GLENN W. SCHAEFFER
 Glenn W. Schaeffer,

authorized signatory for each of the foregoing	 	 
	

LAST CHANCE INVESTMENTS, INCORPORATED, a Nevada corporation

MANDALAY DEVELOPMENT, a Nevada corporation
	

By:	
 	

/s/ WILLIAM A. RICHARDSON
 William A. Richardson,

authorized signatory for each of the foregoing	
 	

 
	

DIAMOND GOLD, INC., a Nevada corporation	
 	

 
	

By:	
 	

/s/ PETER A. SIMON
 Peter A. Simon,

authorized signatory for the foregoing	
 	

 
	

GOLDSTRIKE INVESTMENTS, INCORPORATED, a Nevada corporation
	

By:	
 	

/s/ DAVID R. BELDING
 David R. Belding,

authorized signatory for the foregoing	
 	

 



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GOLDSTRIKE FINANCE COMPANY, INC., a Nevada corporation

M.S.E. INVESTMENTS, INCORPORATED, a Nevada corporation

OASIS DEVELOPMENT COMPANY, INC., a Nevada corporation
	

By:	
 	

/s/ MICHAEL S. ENSIGN
 Michael S. Ensign,

authorized signatory for each of the foregoing	
 	

 
	

GOLD STRIKE L.V., a Nevada partnership

JEAN DEVELOPMENT COMPANY, a Nevada partnership

JEAN DEVELOPMENT NORTH, a Nevada partnership

JEAN DEVELOPMENT WEST, a Nevada partnership

NEVADA LANDING PARTNERSHIP, an Illinois partnership

RAILROAD PASS INVESTMENT GROUP, a Nevada partnership
	

By:	
 	

M.S.E. Investments, Incorporated, general partner of each of the foregoing
	

 	
 	

By:	
 	

/s/ MICHAEL S. ENSIGN
 Michael S. Ensign,

authorized signatory for the foregoing	
 	

 
	

LAKEVIEW GAMING PARTNERSHIPS JOINT VENTURE, a Nevada partnership	
 	

 
	

By:	
 	

Railroad Pass Investment Group general partner of the foregoing
	

 	
 	

By:	
 	

M.S.E. Investments, Incorporated, its general partner
	

 	
 	

 	
 	

By:	
 	

/s/ MICHAEL S. ENSIGN
 Michael S. Ensign,

authorized signatory for the foregoing	
 	

 




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EXHIBIT B    
  


 
 

CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts. 



	 	 	Bank of America
 [Name of Institution]
	

 	
 	

By:	
 	

/s/ MATTHEW KOENIG

	

 	
 	

Matthew Koenig, Managing Director
 [Printed\Typed Name and Title]




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CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts. 



	 	 	The Bank of Nova Scotia
 [Name of Institution]
	

 	
 	

By:	
 	

/s/  JED RICHARDSON      

	

 	
 	

Jed Richardson, Director
 [Printed\Typed Name and Title]




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CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts. 



	 	 	Deutsche Bank
 [Name of Institution]
	

 	
 	

By:	
 	

/s/  STEPHEN P. LAPHAM      

	

 	
 	

Stephen P. Lapham, Director
 [Printed\Typed Name and Title]




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CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as
Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts. 



	 	 	Societe Generale
 [Name of Institution]
	

 	
 	

By:	
 	

/s/  CARINA T. HUYNH      

	

 	
 	

Carina T. Huynh, Vice President
 [Printed\Typed Name and Title]




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CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts. 



	 	 	Mizuho Corporate Bank, Limited
 [Name of Institution]
	

 	
 	

By:	
 	

/s/  MASAHITO FUKUDA      

	

 	
 	

Masahito Fukuda, Senior Vice President
 [Printed\Typed Name and Title]




10





 
 
 

CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts. 



	 	 	Merrill Lynch Capital Corp.
 [Name of Institution]
	

 	
 	

By:	
 	

/s/  MICHAEL E. O'BRIEN      

	

 	
 	

Michael E. O'Brien, V.P.
 [Printed\Typed Name and Title]




11





 
 
 

CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts. 



	 	 	Wells Fargo Bank, N.A.
 [Name of Institution]
	

 	
 	

By:	
 	

/s/  CLARK A. WOOD      

	

 	
 	

Clark A. Wood, Vice President
 [Printed\Typed Name and Title]




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CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts. 



	 	 	The Bank of New York
 [Name of Institution]
	

 	
 	

By:	
 	

/s/  MEHRASA RAYGANI      

	

 	
 	

Mehrasa Raygani, Vice President
 [Printed\Typed Name and Title]




13





 
 
 

CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall
have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, in the form as sent with the package dated 30 January 2003. 



	 	 	Citibank, N.A.
 [Name of Institution]
	

 	
 	

By:	
 	

/s/  P.F. BOOM      

	

 	
 	

P.F. Boom, Director
 [Printed\Typed Name and Title]




14





 
 
 

CONSENT OF LENDER    
  


        This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001 and
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement" and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each
case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as
Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements. 


        The
undersigned Lender hereby consents to the execution, delivery and performance of the proposed Second Amendment Agreement in respect of each of the Loan Agreements to which it is a
party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts. 



	 	 	Credit Lyonnais New York Branch
 [Name of Institution]
	

 	
 	

By:	
 	

/s/  F. FRANK HERRERA      

	

 	
 	

F. Frank Herrera, Vice President
 [Printed\Typed Name and Title]




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QuickLinks



Exhibit 4.1


SECOND AMENDMENT AGREEMENT




EXHIBIT A


CONSENT OF GUARANTORS


EXHIBIT B


CONSENT OF LENDER


CONSENT OF LENDER

CONSENT OF LENDER

CONSENT OF LENDER

CONSENT OF LENDER

CONSENT OF LENDER

CONSENT OF LENDER

CONSENT OF LENDER

CONSENT OF LENDER

CONSENT OF LENDER