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Exhibit 4.5  


 
 

EXECUTION    
    
    FIRST AMENDMENT AGREEMENT    
  



        This First Amendment Agreement dated as of December 19, 2001 ("Amendment") is entered into with reference to (a) the Revolving Loan Agreement dated
August 22, 2001 (the "Revolving Loan Agreement"), (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan
Agreement dated August 22, 2001 (the "Capital Markets 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. 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.    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, 2002 through and including April 30, 2002	 	5.25:1.00	 
	

July 31, 2002 through and including January 31, 2003	
 	

5.50:1.00	
 
	

April 30, 2003	
 	

5.00:1.00	
 
	

July 31, 2003	
 	

4.75:1.00	
 
	

October 31, 2003 through and including July 31, 2004	
 	

4.50:1.00	
 
	

October 31, 2004 and thereafter	
 	

4.25:1.00	
"






        3.    Amendment to Section 6.12—Interest Coverage Ratio.    Section 6.12 of each of the Loan
Agreements is hereby amended to read in full as follows: 



        "6.12
Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter described in the matrix below
to be less than the ratio set forth opposite that Fiscal Quarter: 




	Fiscal Quarters Ending
 
	 	Minimum Ratio
	 
	January 31, 2002 through and including January 31, 2003	 	2.25:1.00	 
	

April 30, 2003 through and including January 31, 2004	
 	

2.50:1.00	
 
	

April 30, 2004 through and including January 31, 2005	
 	

2.75:1.00	
 
	

April 30, 2005 and thereafter	
 	

3.00:1.00.	
"






        4.    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; 




1





 


        (b)  written
consents to the execution, delivery and performance hereof from each of the parties to the Subsidiary Guaranty (as defined in the Revolving Loan Agreement), the
Subsidiary Guaranty (as defined in the Term Loan Agreement) and the Subsidiary Guaranty (as defined in the Capital Markets Term Loan Agreement); 


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


        (d)  payment
to the Administrative Agent of (i) a fee of 10 basis points times the amount of the Commitment under the Revolving Loan Agreement for the account of those
Lenders party to the Revolving Loan Agreement and (ii) a fee of 10 basis points times the amount of the Commitment under the Term Loan Agreement for the account of those Lenders party to the
Term Loan Agreement. 




        5.    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. 



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


2





 

        6.    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




3





 
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, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital
Markets 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 hereby consents to the execution, delivery and performance by Borrower of the proposed First Amendment Agreement in respect of each of the Loan Agreements. 


        The
undersigned represents and warrants to the Administrative Agent and the Lenders that the Subsidiary Guaranty (as defined in the Revolving Loan Agreement), the Subsidiary Guaranty (as
defined in the Term Loan Agreement) and the Subsidiary Guaranty (as defined in the Capital Markets Term Loan Agreement), remain in full force and effect in accordance with its 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



4





 




RAMPARTS, INC., a Nevada corporation

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



	By:	 	/s/  GLENN SCHAEFFER      
	 	 
	 	 	Glenn 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	
 	

 
	

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	
 	

 




5





 

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




6





 
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,
(b) the Term Loan Agreement dated August 22,
2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets 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 First 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, N.A.
 [Typed/Printed Name of Lender]	 	 
	

By:	
 	

/s/  MATTHEW KOENIG      
 Matthew Koenig	
 	

 
	

Title:	
 	

Managing Director
	
 	

 
	

Date:	
 	

12/12/01
	
 	

 




7





 
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,
(b) the Term Loan Agreement dated August 22,
2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets 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 First 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. 



	

Citicorp USA, Inc.
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JEFFREY ROTHMAN      
 Jeffrey Rothman	
 	

 
	

Title:	
 	

Director
	
 	

 
	

Date:	
 	

12/7/01
	
 	

 




8





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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 Corporation
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  CAROL J.E. FEELEY      
 Carol J.E. Feeley	
 	

 
	

Title:	
 	

Vice President
	
 	

 
	

Date:	
 	

12/18/01
	
 	

 




9





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

Bankers Trust Company
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  STEVEN P. LAPHAM      
 Steven P. Lapham	
 	

 
	

Title:	
 	

Director
	
 	

 
	

Date:	
 	

12/10/01
	
 	

 




10





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  ALAN PENDERGAST      
 Alan Pendergast	
 	

 
	

Title:	
 	

Managing Director
	
 	

 
	

Date:	
 	

12/12/01
	
 	

 




11





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

Comerica West Incorporated
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  EOIN COLLINS      
 Eoin Collins	
 	

 
	

Title:	
 	

Vice President
	
 	

 
	

Date:	
 	

August 14, 2001
	
 	

 




12





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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 Los Angeles Branch
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  DIANNE M. SCOTT      
 Dianne M. Scott	
 	

 
	

Title:	
 	

Senior Vice President and Manager
	
 	

 
	

Date:	
 	

December 10, 2001
	
 	

 




13





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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 Suisse First Boston
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  BILL O'DALY      
 Bill O'Daly	
 	

 
	

Title:	
 	

Vice President
	
 	

 
	

By:	
 	

/s/  CASSANDRA DROOGAN      
 Cassandra Droogan	
 	

 
	

Title:	
 	

Associate
	
 	

 
	

Date:	
 	

 	
 	

 
	 	 	
	 	 




14





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

Dresdner Bank AG, New York and Grand Cayman Branches
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  J. MICHAEL LEFFLER      
 J. Michael Leffler	
 	

 
	

Title:	
 	

Director
	
 	

 
	

By:	
 	

/s/  JASMINE XINYUE GEFFNER, CFA      
 Jasmine Xinyue Geffner	
 	

 
	

Title:	
 	

Associate
	
 	

 
	Date:	 	12/10/01
	 	 




15






   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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

Société Générale
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  CARINA T. HUYNH      
 Carina T. Huynh	
 	

 
	

Title:	
 	

Vice President
	
 	

 
	

Date:	
 	

12/13/01
	
 	

 




16





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

U.S. Bank National Association
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  SCOTT J. BELL      
 Scott J. Bell	
 	

 
	

Title:	
 	

Vice President
	
 	

 
	

Date:	
 	

12/17/01
	
 	

 




17





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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.
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  CARLA G. AXELROD      
 Carla G. Axelrod	
 	

 
	

Title:	
 	

Vice President
	
 	

 
	

Date:	
 	

Dec. 11, 2001
	
 	

 




18





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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 Industrial Bank of Japan, Limited
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  CARL-ERIC BENZINGER      
 Carl-Eric Benzinger	
 	

 
	

Title:	
 	

Senior Vice President & Senior Deputy General Manager
	
 	

 
	

Date:	
 	

December 14, 2001
	
 	

 




19





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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 Fuji Bank, Limited
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  MR. MASAHITO FUKUDA      
 Mr. Masahito Fukuda	
 	

 
	

Title:	
 	

Senior Vice President & Group Head
	
 	

 
	

Date:	
 	

December 18, 2001
	
 	

 




20





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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 Dai-Ichi Kangyo Bank, Ltd.
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  CHIMIE T. PEMBA      
 Chimie T. Pemba	
 	

 
	

Title:	
 	

Account Officer
	
 	

 
	

Date:	
 	

12/14/01
	
 	

 




21





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

Fleet National Bank
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JOHN T. HARRISON      
 John T. Harrison	
 	

 
	

Title:	
 	

Senior Vice President
	
 	

 
	

Date:	
 	

11/13/01
	
 	

 




22





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

SENIOR DEBT PORTFOLIO	
 	

 
	

By:	
 	

Boston Management and Research as Investment Advisor
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JOHN REDDING      
 John Redding	
 	

 
	

Title:	
 	

 	
 	

 
	 	 	
	 	 
	

Date:	
 	

 	
 	

 
	 	 	
	 	 




23





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

GRAYSON & CO	
 	

 
	

By:	
 	

Boston Management and Research as Investment Advisor
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JOHN REDDING      
 John Redding	
 	

 
	

Title:	
 	

 	
 	

 
	 	 	
	 	 
	

Date:	
 	

 	
 	

 
	 	 	
	 	 




24





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

EATON VANCE SENIOR INCOME TRUST	
 	

 
	

By:	
 	

Eaton Vance Management as Investment Advisor
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JOHN REDDING      
 John Redding	
 	

 
	

Title:	
 	

 	
 	

 
	 	 	
	 	 
	

Date:	
 	

 	
 	

 
	 	 	
	 	 




25





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

EATON VANCE INSTITUTIONAL SENIOR LOAN FUND	
 	

 
	

By:	
 	

Eaton Vance Management as Investment Advisor
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JOHN REDDING      
 John Redding	
 	

 
	

Title:	
 	

 	
 	

 
	 	 	
	 	 
	

Date:	
 	

 	
 	

 
	 	 	
	 	 




26





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

OXFORD STRATEGIC INCOME FUND	
 	

 
	

By:	
 	

Eaton Vance Management as Investment Advisor
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JOHN REDDING      
 John Redding	
 	

 
	

Title:	
 	

 	
 	

 
	 	 	
	 	 
	

Date:	
 	

 	
 	

 
	 	 	
	 	 




27





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

EATON VANCE CDO III, LTD.	
 	

 
	

By:	
 	

Eaton Vance Management as Investment Advisor
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JOHN REDDING      
 John Redding	
 	

 
	

Title:	
 	

 	
 	

 
	 	 	
	 	 
	

Date:	
 	

 	
 	

 
	 	 	
	 	 




28





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

EATON VANCE CDO IV, LTD.	
 	

 
	

By:	
 	

Eaton Vance Management as Investment Advisor
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JOHN REDDING      
 John Redding	
 	

 
	

Title:	
 	

 	
 	

 
	 	 	
	 	 
	

Date:	
 	

 	
 	

 
	 	 	
	 	 




29





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

COSTANTINUS EATON VANCE CDO V, LTD.	
 	

 
	

By:	
 	

Eaton Vance Management as Investment Advisor
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  JOHN REDDING      
 John Redding	
 	

 
	

Title:	
 	

 	
 	

 
	 	 	
	 	 
	

Date:	
 	

 	
 	

 
	 	 	
	 	 




30





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

First Hawaiian Bank
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  SEYDOU DIALLO      
 Seydou Diallo	
 	

 
	

Title:	
 	

Media Finance Officer
	
 	

 
	

Date:	
 	

12/12/01
	
 	

 




31





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  MEHRASA RAYGANI      
 Mehrasa Raygani	
 	

 
	

Title:	
 	

Vice President
	
 	

 
	

Date:	
 	

December 13, 2001
	
 	

 




32





 
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,
(b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets
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 First 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. 



	

Erste Bank New York
 [Typed/Printed Name of Lender]	
 	

 
	

By:	
 	

/s/  ROBERT J. WAGMAN      
 Robert J. Wagman	
 	

 
	

Title:	
 	

Vice President
	
 	

 
	

By:	
 	

/s/  JOHN S. RUNNION      
 John S. Runnion	
 	

 
	

Title:	
 	

Managing Director
	
 	

 
	

Date:	
 	

12-14-01
	
 	

 




33









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EXECUTION FIRST AMENDMENT AGREEMENT