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:



Fiscal Quarters Ending

Maximum RatioJanuary 31, 2002 through and including April 30, 2002

5.25:1.00July 31, 2002 through and including January 31, 2003

5.50:1.00April 30, 2003

5.00:1.00July 31, 2003

4.75:1.00October 31, 2003 through and including July 31, 2004

4.50:1.00October 31, 2004 and thereafter

4.25:1.00
"




Fiscal Quarters Ending

Minimum RatioJanuary 31, 2002 through and including January 31, 2003

2.25:1.00April 30, 2003 through and including January 31, 2004

2.50:1.00April 30, 2004 through and including January 31, 2005

2.75:1.00April 30, 2005 and thereafter

3.00:1.00.
"




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

2

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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 SCHAEFFERGlenn Schaeffer, President and Chief Financial Officer
| |  | BANK OF AMERICA, N.A.,
as Administrative Agent
| |  | By:                                            |  | /s/JANICE HAMMONDJanice Hammond, Vice President                         

3

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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

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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. BELDINGDavid 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. ENSIGNMichael S. Ensign,
authorized signatory for each of the foregoing |  | 

5

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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
|---------------------------------------------------------------- | --------------------------------------------------------------------------
|                                                                 |                                                                           
|LAKEVIEW GAMING PARTNERSHIPS JOINT VENTURE, a Nevada partnership
|By:                                                              | Railroad Pass Investment Group general partner of the foregoing           
|                                                                 | By:                                                                       
|                                                                 |                                                                           

6

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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 KOENIGMatthew Koenig
|Title:                                              |  | Managing Director              
|Date:                                               |  | 12/12/01                       

7

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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 ROTHMANJeffrey Rothman
|Title:                                           |  | Director                         
|Date:                                            |  | 12/7/01                          

8

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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. FEELEYCarol J.E. Feeley
|Title:                                                          |  | Vice President                       
|Date:                                                           |  | 12/18/01                             

9

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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. LAPHAMSteven P. Lapham
|Title:                                              |  | Director                           
|Date:                                               |  | 12/10/01                           

10

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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 PENDERGASTAlan Pendergast
|Title:                                                |  | Managing Director                
|Date:                                                 |  | 12/12/01                         

11

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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 COLLINSEoin Collins
|Title:                                                   |  | Vice President             
|Date:                                                    |  | August 14, 2001            

12

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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. SCOTTDianne M. Scott
|Title:                                                           |  | Senior Vice President and Manager
|Date:                                                            |  | December 10, 2001                

13

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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'DALYBill O'Daly            
|Title:                                                   |  | Vice President                       
|By:                                                      |  | /s/CASSANDRA DROOGANCassandra Droogan
|Title:                                                   |  | Associate                            
|Date:                                                    |  |                                      
|                                                         |  |                                      

14

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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 LEFFLERJ. Michael Leffler             
|Title:                                                                             |  | Director                                            
|By:                                                                                |  | /s/JASMINE XINYUE GEFFNER, CFAJasmine Xinyue Geffner
|Title:                                                                             |  | Associate                                           
|Date:                                                                              |  | 12/10/01                                            

15

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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. HUYNHCarina T. Huynh
|Title:                                         |  | Vice President                   
|Date:                                          |  | 12/13/01                         

16

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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. BELLScott J. Bell
|Title:                                                       |  | Vice President               
|Date:                                                        |  | 12/17/01                     

17

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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. AXELRODCarla G. Axelrod
|Title:                                              |  | Vice President                     
|Date:                                               |  | Dec. 11, 2001                      

18

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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 BENZINGERCarl-Eric Benzinger            
|Title:                                                              |  | Senior Vice President & Senior Deputy General Manager
|Date:                                                               |  | December 14, 2001                                    

19

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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 FUKUDAMr. Masahito Fukuda
|Title:                                               |  | Senior Vice President & Group Head       
|Date:                                                |  | December 18, 2001                        

20

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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. PEMBAChimie T. Pemba
|Title:                                                       |  | Account Officer                  
|Date:                                                        |  | 12/14/01                         

21

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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. HARRISONJohn T. Harrison
|Title:                                            |  | Senior Vice President              
|Date:                                             |  | 11/13/01                           

22

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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 REDDINGJohn Redding                                                       
|Title:                |  |                                                                                   
|                      |  |                                                                                   
|Date:                 |  |                                                                                   
|                      |  |                                                                                   

23

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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 REDDINGJohn Redding                                                       
|Title:       |  |                                                                                   
|             |  |                                                                                   
|Date:        |  |                                                                                   
|             |  |                                                                                   

24

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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 REDDINGJohn Redding                                               
|Title:                          |  |                                                                           
|                                |  |                                                                           
|Date:                           |  |                                                                           
|                                |  |                                                                           

25

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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 REDDINGJohn Redding                                               
|Title:                                     |  |                                                                           
|                                           |  |                                                                           
|Date:                                      |  |                                                                           
|                                           |  |                                                                           

26

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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 REDDINGJohn Redding                                               
|Title:                       |  |                                                                           
|                             |  |                                                                           
|Date:                        |  |                                                                           
|                             |  |                                                                           

27

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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 REDDINGJohn Redding                                               
|Title:                    |  |                                                                           
|                          |  |                                                                           
|Date:                     |  |                                                                           
|                          |  |                                                                           

28

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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 REDDINGJohn Redding                                               
|Title:                   |  |                                                                           
|                         |  |                                                                           
|Date:                    |  |                                                                           
|                         |  |                                                                           

29

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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 REDDINGJohn Redding                                               
|Title:                              |  |                                                                           
|                                    |  |                                                                           
|Date:                               |  |                                                                           
|                                    |  |                                                                           

30

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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 DIALLOSeydou Diallo
|Title:                                            |  | Media Finance Officer        
|Date:                                             |  | 12/12/01                     

31

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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 RAYGANIMehrasa Raygani
|Title:                                             |  | Vice President                   
|Date:                                              |  | December 13, 2001                

32

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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. WAGMANRobert J. Wagman
|Title:                                            |  | Vice President                     
|By:                                               |  | /s/JOHN S. RUNNIONJohn S. Runnion  
|Title:                                            |  | Managing Director                  
|Date:                                             |  | 12-14-01                           

33

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