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Exhibit 10.99  


        EXECUTION
VERSION 


 
 

AMENDMENT TO STOCK PURCHASE AGREEMENT    
  


        AMENDMENT, dated as of February 6, 2002 (this "Amendment"), to the Stock Purchase Agreement, dated as of
September 8, 2000, as amended by the First Amendment thereto, dated as of January 2, 2001, by the Second Amendment thereto, dated as of March 21, 2001, and by the Amendment to
Stock Purchase Agreement and Collateral Agreement (the "September 15 Amendment"), dated as of September 15, 2001 (as so amended, the
"Stock Purchase Agreement"), among Bank of America, N.A., a national banking association, as Share Seller ("Share
Seller"), MBG Trust, a Delaware business trust (the "Trust"), and Mandalay Resort Group, a Nevada corporation
("Share Purchaser"). 


 
 

W I T N E S S E T H    
  


        WHEREAS, the parties have entered into the Stock Purchase Agreement; and 


        WHEREAS,
the parties desire to provide for the modification of the Stock Purchase Agreement as set forth herein. 


        NOW
THEREFORE, in consideration of their mutual covenants herein contained, the parties hereto, intending to be legally bound, hereby mutually covenant and agree as follows: 



        1.    Defined Terms. Capitalized terms used but not defined herein have the meanings specified in the Stock Purchase Agreement. 


        2.    Amendments to Definitions. 



        (a)  Section 1.1
of the Stock Purchase Agreement is hereby amended as follows: 



        (i)    in
the definition of "Maturity Date", the date "March 29, 2002" shall be replaced with "March 31, 2003"; 



        (ii)  in
the definition of "Maximum Deliverable Shares", the number "15,000,000" shall be replaced with "25,000,000"; 




        (b)  The
definition of "Spread" in Section 1.1 of the Stock Purchase Agreement shall be amended and restated in its
entirety to read as follows: 




        "Spread" means 195 basis points per annum (the "Initial Spread"), as such rate may be
adjusted from time to time pursuant to Section 7.9; provided that if an Event of Default with respect to Share Purchaser has occurred and is
continuing, the otherwise-prevailing spread (as so adjusted) shall be increased by 100 basis points per annum; provided,  further, that if the spread or
margin (however defined) payable by Share Purchaser with respect to Eurodollar borrowings under any of the Revolving Loan
Agreement, the Term Loan Agreement or the Capital Markets Term Loan Agreement, each dated as of August 22, 2001 and as amended or supplemented from time to time, in each case among Share
Purchaser, Share Seller, the lenders named therein and the other parties thereto, shall at any time during the term of this Transaction be increased above that in effect as of February 6, 2002
in accordance with the terms thereof, by agreement of the parties thereto, or otherwise, then the Initial Spread shall be proportionally increased. 



        (c)  The
definition of "Mandatory Prepayment Event" in Section 1.1 of the Stock Purchase Agreement is hereby amended
(i) by replacing the number "9.0%" with "8.0%", (ii) by deleting the word "or" following clause (iv), and (iii) by including the following clauses (vi), (vii),
(viii) and (ix): 



        "(vi)    the
Closing Price of the Shares is at or below $15.92 (subject to adjustment in accordance with Article VII); 







 


        (vii)    the
Closing Price of the Shares is at or below $13.27 (subject to adjustment in accordance with Article VII); 


        (viii)    the
Closing Price of the Shares is at or below $9.29 (subject to adjustment in accordance with Article VII); or 



        (ix)    the
aggregate notional amount (however described) at any time of all outstanding swap, forward, option, collar, repurchase or similar transactions entered into by Share
Purchaser (whether with Share Seller or other counterparties) with respect to the Shares ("Other Transactions"), including the Aggregate Forward Amount
hereunder, exceeds $200,000,000." 




        (d)  Section 2.4(b)(ii) of
the Stock Purchase Agreement is hereby amended and restated in its entirety to read as follows: 



        (A)  In
the case of a Mandatory Prepayment Event set forth in clauses (i), (iii), (iv), (v), (viii) or (ix) of the definition thereof, Share Seller may
designate a Mandatory Prepayment Date with respect to the entire Aggregate Forward Amount; 


        (B)  in
the case of a Mandatory Prepayment Event set forth in clause (ii) of the definition thereof, Share Seller may designate a Mandatory Prepayment Date with
respect to a Mandatory Prepayment Amount such that the Mandatory Prepayment Share Number following such Mandatory Prepayment Date is less than but as close as reasonably practicable to 8.0% of the
total number of outstanding Shares; 


        (C)  in
the case of a Mandatory Prepayment Event set forth in clause (vi) of the definition thereof, Share Seller may designate a Mandatory Prepayment Date with
respect to a Mandatory Prepayment Amount equal to 20% of the Aggregate Forward Amount as of the Mandatory Prepayment Date; and 


        (D)  in
the case of a Mandatory Prepayment Event set forth in clause (vii) of the definition thereof, Share Seller may designate a Mandatory Prepayment Date with
respect to a Mandatory Prepayment Amount equal to 50% of the Aggregate Forward Amount as of the Mandatory Prepayment Date (after giving effect to any Mandatory Prepayment Date designated pursuant to
clause (C) above, which may occur on the same date as a Mandatory Prepayment Date designated pursuant to this clause (D)). 




        The
Mandatory Prepayment Date designated by any such notice described in this subparagraph (ii) shall be no less than 3 Exchange Business Days or more than 20 Exchange Business
Days from the date such notice is effective. Upon receipt of such notice, Share Purchaser shall promptly (but in no event later than the second Exchange Business Day following such receipt) deliver
written notice to Share Seller, the Trust and the Collateral Agent setting forth its settlement election pursuant to Article III with respect to such Mandatory Prepayment Date. Notwithstanding
the foregoing, in the case of a Mandatory Prepayment Event set forth in clause (v) of the definition thereof, if designating a Mandatory Prepayment Date as set forth in this subparagraph
(ii) and otherwise in accordance with the terms of this Agreement would be inconsistent with the applicable order or directive of the applicable gaming regulatory authority, the parties shall
negotiate in good faith to resolve such inconsistency in a manner that preserves the fundamental economic terms of this Transaction and complies with such order or directive. 


        Notwithstanding
anything to the contrary herein, if, at any time during the term of this Transaction, any Other Transaction entered into by Share Purchaser contains early unwind,
termination or similar events (however described) that permit the termination, liquidation or unwind of such Other Transaction (in whole or in part) on terms that Share Seller deems are more favorable
in any material respect than those set forth in clauses (vi)—(viii) of the definition of "Mandatory Prepayment Event" 


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and in clauses (A), (C) and (D) above, Share Seller shall be entitled to deem this Transaction to be amended to incorporate such more favorable terms. Share Purchaser shall promptly
notify Share Seller of any such terms in any Other Transaction that may be more favorable to Share Seller than the terms of this Transaction set forth above. 



        3.    Amendment Fee. On February 11, 2002, Share Purchaser shall pay to Share Seller an amount equal to $1,500,000. 


        4.    Optional Prepayment. The parties acknowledge and agree that an Optional Prepayment to which physical settlement applied
occurred with an Optional Prepayment Date of February 11, 2002 and an Optional Prepayment amount of $3,150,655. The amount of interest payable in respect of such Optional Prepayment pursuant to
Section 2.4(c) of the Stock Purchase Agreement was $3,241 and no breakage costs were payable in respect of such Optional Prepayment pursuant to Section 2.4(d) of the Stock Purchase
Agreement. 


        5.    Mandatory Prepayment Event Notice. Share Purchaser shall promptly notify Share Seller upon the occurrence of a Mandatory
Prepayment Event set forth in clause (ix) of the definition thereof at any time during the term of this Transaction. 


        6.    Interim Settlement Adjustment. Section 4 of the September 15 Amendment is hereby amended by replacing "any
calendar quarter during the term of this Stock Purchase Agreement" with "the calendar quarters ending in September 2001 and December 2001." 



        7.    Repricing. Section 7.9 of the Stock Purchase Agreement is hereby amended by restoring such provision as it was in
effect prior to the September 15 Amendment. 


        8.    Adjustments. The Calculation Agent shall make appropriate adjustments, if any, to interest and other calculations under
the Stock Purchase Agreement as a result of this Amendment, including, without limitation, to account for the amendment to the definition of Spread. 



        9.    Effect of the Amendment. Except as amended hereby, the Stock Purchase Agreement is ratified and confirmed and continues in
full force and effect. All references to the Stock Purchase Agreement in the Stock Purchase Agreement or any document related thereto shall for all purposes constitute references to the Stock Purchase
Agreement as amended hereby. For the avoidance of doubt, the provisions of Section 9.10 of the Stock Purchase Agreement apply to this Amendment as if such provisions were stated in full herein. 


        10.  Miscellaneous. This Amendment constitutes the entire agreement and understanding of the parties with respect to its
subject matter and supersedes all oral communication and prior writings with respect thereto. No amendment, modification or waiver in respect of this Amendment will be effective unless in writing
(including a writing evidenced by a facsimile transmission) and executed by each of the parties. This Amendment may be executed and delivered in counterparts (including by facsimile transmission),
each of which will be deemed an original. The headings used in this Amendment are for convenience of reference only and are not to affect the construction of or to be taken into consideration in
interpreting this Amendment. 


        11.  Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(WITHOUT GIVING EFFECT TO CHOICE OF LAW PRINCIPLES). 


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        IN
WITNESS WHEREOF, this Amendment has been duly executed as of the date first above written. 



	

MANDALAY RESORT GROUP, as Share Purchaser
	

By:	
 	

/s/  GLENN SCHAEFFER      

	 	 	Name: Glenn Schaeffer

Title: President, Chief Financial Officer and Treasurer
	

MBG TRUST, as the Trust
	

By:	
 	

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee
	

 	
 	

By:	
 	

/s/  JEANNE M. OLLER      
 Name: Jeanne M. Oller

Title: Financial Services Officer
	

BANK OF AMERICA, N.A., as Share Seller
	

By:	
 	

/s/  WILLIAM C. CACCAMISE      

	 	 	Name: William C. Caccamise

Title: Authorized Signatory




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AMENDMENT TO STOCK PURCHASE AGREEMENT

W I T N E S S E T H