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Exhibit 4.16    
  


233
South Wacker Drive, Suite 2800

Chicago, Illinois 60606

Tel 312-234-2732

Fax 312-234-3603 


Bank of America N. A.


TO:
Mandalay Resort Group

2880 LasVegas Blvd-South

Las Vegas, NV 89109

ATTN: Amy Preiss

TEL: 702 632 6820

FAX: 702 632 6822 


FROM:
Bank of America, N.A.

233 South Wacker Drive—Suite 2800

Chicago, Illinois 60606

Robert OHara / Paul Enright

Date: 13FEB03 


Our
Reference No. 3033348

Internal Tracking Nos. 7374064 7374064 


        The
purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Mandalay Resort Group and Bank of America, N.A. (each a "party" and
together "the parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in
paragraph 1 below (the "Agreement"). 


        The
definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the "Definitions") are
incorporated into this
Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern. 



        1.    This
Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 24OCT86, as amended and supplemented from time to time (the
"Agreement"), between the parties. All provisions contained in the Agreement govern this Confirmation except as expressly modified below. In this Confirmation "Party A" means Bank of America, N.A. and
"Party B" means Mandalay Resort Group. 


        2.    The
terms of the particular Transaction to which this Confirmation relates are as follows: 




Notional
Amount: USD 275,000,000.00 


Trade
Date: 12FEB03 


Effective
Date: 14FEB03 


Termination
Date: 01DEC05, subject to adjustment in accordance with the Modified Following Business Day Convention and "Other Provisions." 




 Fixed Amounts:  




Fixed
Rate Payer: Party A 


Fixed
Rate Payer Payment 














Dates:
The 1st of each June and December, commencing 01JUN03 and ending 01DEC05, subject to adjustment in accordance with the Modified Following Business Day Convention and "Other Provisions." No
Adjustment Of Period End Dates. 


Fixed
Rate: 9.25000% 


Fixed
Rate Day Count 


Fraction:
30/360 





 Floating Amounts:  




Floating
Rate Payer: Party B 


Floating
Rate Payer 


Payment
Dates: The 1st of each June and December, commencing 01JUN03 and ending 01DEC05, subject to adjustment in accordance with the Modified Following Business Day Convention and "Other Provisions." 


Floating
Rate for initial 


Calculation
Period: TO BE SET 


Floating
Rate Option: USD-LIBOR-BBA 


Averaging:
Inapplicable 


Designated
Maturity: 6 Month, except for the Initial Calculation Period (from 14FEB03-02JUN03), which shall be determined by the interpolated three and four month rate of
USD-LIBOR-BBA plus a spread of 6.35000% 


Spread:
Plus 6.35000% 


Floating
Rate Day Count 


Fraction:
Actual/360 


Reset
Dates: The last day of each Calculation Period 



Compounding:
Inapplicable 


Business
Days: NewYork,London 


Calculation
Agent: Party A 





 Other Provisions:  


        (a)  On
every annual Fixed Rate Payer Payment Date from and including 01DEC03, to and including 01DEC04, provided that no Event of Default with respect to Party A or event
that with the giving of notice or the lapse of time, or both, would constitute such an Event of Default shall have occurred and be continuing, and provided that no Early Termination Date has been
designated, Party A may, on the terms and conditions set forth herein, terminate this Transaction (without, however, terminating any other Transactions under the ISDA Agreement, unless Party A shall
otherwise be entitled to terminate such other Transactions pursuant to Section 6 of the ISDA Agreement). Party A shall notify Party B telephonically (between the hours of 9:00 a.m. and
11:00 a.m. New York City time) of its election to terminate this Transaction (the "Optional Termination Election Date") not less than 2 Business Days prior to the corresponding Fixed Rate Payer
Payment Date and such notice shall be irrevocable. The
Optional Termination Election Date shall be confirmed by a notice in writing by Party A one Business Day after making such election. Failure by Party A to send such written notice shall not invalidate
its oral election. 








        (b)  The
Cash Settlement Amount payable by Party A on the Optional Termination Date shall be calculated as the sum of the following: 



          (i)  the
cancellation premium, in accordance with the Optional Termination Date schedule as set forth below: 




Optional
Termination Date Amount

01DEC03 USD 6,360,750.00

01DEC04 0.00 





        (ii)  the
net of the accrued but unpaid amount between the Fixed Rate Payer and the Floating Rate Payer from and including the last Payment Date to but excluding the Optional
Termination Date. 




        (c)  The
designation of an Optional Termination Date by Party A shall not affect or suspend any obligations of the parties hereto arising under this Transaction on or prior
to such Optional Termination Election Date or its corresponding Fixed Rate Payer Payment Date. Upon the payment of the amount required by the preceding subsection (b), the obligation of each party to
make any further payments contemplated by Section 2 of the ISDA Agreement with respect to this Transaction will terminate. 




        3.    Recording of Conversations: Each party to this Transaction acknowledges and agrees to the tape recording of conversations
between the parties to this Transaction whether by one or other or both of the parties or their agents, and that any such tape recordings may be submitted in evidence in any Proceedings relating to
the Agreement and/or this Transaction. 



        4.    Account Details:




Account
for payments to Party A:

    USD

    We will debit your account

    NAME: Bank of America

    ABA #: CA

    ACCT: 1257501024

    Mandalay Resort Group 


Account
for payments to Party B:

    USD

    NAME: Bank of America

    ABA #: CA

    NAME: Mandalay Resort Group

    ACCT: 1257501024 





        5.    Offices:




The
Office of Party A for this

Transaction is: Charlotte, NC



Please
send reset notices to fax no. (312-234-3603) 


The
Office of Party B for this Transaction is: Nevada, USA 





        Credit Support Document:    As per Agreement (and Credit Support Annex if applicable). 



        Please
confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation to the attention of
Global Derivative Operations at (fax no.(312) 234-3603). 








Yours
Sincerely, 



	Bank of America, N.A.	 	 
	

By:

Name:

Title:	
 	

/S/ DAVE WALKER
 Dave Walker
 Senior Vice President	
 	

 
	Authorized Signatory	 	 
	Accepted and confirmed as of the date first written:	 	 
	Mandalay Resort Group	 	 
	

By:

Name:

Title:	
 	

/S/ LES MARTIN
 Les Martin
 Vice President and Chief Accounting Officer	
 	

 





Our
Reference # 3033348 7374064 









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Exhibit 4.16