Exhibit 10.5


 


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 / Mike Allison

  
	
   

  	
   

  
	
  Date:

  	
  24JUL03

  



 


Our Reference No. 3106648


 


Internal Tracking Nos. 13030542


 


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 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 lime 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
  50,000,000.00

  
	
   

  	
   

  
	
  Trade
  Date:

  	
  22JUL03

  
	
   

  	
   

  
	
  Effective
  Date:

  	
  31JUL03

  
	
   

  	
   

  
	
  Termination
  Date:

  	
  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
  31 JUL09, 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
  31JULO9, 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
  2.42000%

  
	
   

  	
   

  
	
  Floating
  Rate Day Count

  	
   

  



 

















 


	
  Fraclion:

  	
  Actual/360

  
	
   

  	
   

  
	
  Floating
  Rate Payer Reset Dales:

  	
  The
  Reset Date for a Calculation Period will be the first day of the next
  following Calculation Period provided that for the final Calculation Period
  the Reset Date will be the Termination Date.

  
	
   

  	
   

  
	
  Compounding:

  	
  Inapplicable

  
	
   

  	
   

  
	
  Business
  Days:

  	
  New
  York; Lonclon

  
	
   

  	
   

  
	
  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.
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.


 


Dave
Walker


Senior
Vice President


 


Authorized
Signatory


 


Accepted
and confirmed as of the date first written:


 


Mandalay
Resort Group


 


	
  By:

  	
  /s/
  LES MARTIN

  	
   

  
	
   

  	
   

  
	
  Name:

  	
  Les Martin

  	
   

  
	
   

  	
  Vice
  President, Chief Accounting

  
	
  Title:

  	
  Officer and
  Treasurer

  	
   

  
					



 


Our
Reference #3106648


 


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