Exhibit 10.4


 


233 South Wacker Drivc, Suitc 2800

Chicago, Illinois 60606

Tel 312-234-2732

Fax 312-234-3603


 


Bank of America N. A.


 


	
  TO:

  	
  Mandalay
  Resort Group

  
	
   

  	
  2330
  Las Vegas 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 / Mike Allison

  
	
   

  	
   

  
	
  Date:

  	
  24JUL03

  



 


Our
Reference No. 3106389


 


Internal
Tracking Nos. 13030303


 


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 Dale specified
below (the “Transaction”).  This letter
agreement constitutes a “Confirmation” as referred to in the Rate Swap 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 Rate Swap
Master Agreement dated as of 240CT86, as amended and supplemented from time to
time (the “Agreement”), between the parties. Al 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 200,000,000.00


 


Trade Date:                                                                                               22JUL03


 


Effective Date:                                                                               31JUL03


 


Termination Dale:                                                               31JUL09, subject to
adjustment in accordance with the Modified Following Business Day Convention


 


Fixed Amounts:


 


Fixed Rate Payer:                                                                  Party A


 


Fixed Rate Payer Payment


Dates:                                                                                                                           The 31st
of each January and July, commencing 31JAN04 and ending 31JUL09, subject
to adjustment in accordance with the Modified Following Business Day
Convention.  No Adjustment Of Period End
Dates.


 


Fixed Rate:                                                                                                   6.50000%


 


Fixed Rate Day Count


Fraction:                                                                                                              30/360


 


Floating Amounts:


 


Floating Rate Payer:                                                  Party B


 


Floating Rate Payer


Payment Dates:                                                                          The 31st
of each January and July, commencing 31JAN04 and ending 31JUL09, subject
to adjustment in accordance with the Modified Following Business Day
Convention.


 


Floating Rate for initial


Calculation Period:                                                         TO BE SET


 


Floating Rate Option:                                           USD-LIBOR-BBA


 


Averaging:                                                                                                 Inapplicable


 


Designated Maturity:                                           6 Month


 


Spread:                                                                                                                     Plus 2.390000%


 


Floating Rate Day Count


Fraction:                                                                                                              Actual/360


 

















 


Reset Dates:                                                                                          Fixed/Floating Rate
Payer Reset Dates: The Reset Dale for a Calculation Period will be the first
day of the next following Calculation Period provided that for the final
Calculation Period the Reset Dale will be the Termination Date.


 


Compounding:                                                                              Inapplicable


 


Business Days:                                                                          New York, London


 


Calculation Agent:                                                         Party A


 


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.Off Ices:


 


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.


 


Dave Walker


Senior Vice President


 


Authorized Signatory Accepted and confirmed
as of the dale first written:


 


Mandalay Resort Group


 


	
  By:

  	
   /s/ LES MARTIN

  	
   

  
	
   

  
	
  Name:

  	
    Les Martin

  	
   

  
	
   

  	
  Vice
  President, Chief Accounting

  
	
  Title: 

  	
  Officer and Treasurer

  	
   

  
							



 


Our Reference # 311 06389


 


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