Exhibit 10.1


233 South Wacker Drivc, Suitc 2800


Chicago, Illinois 60606


Tel 312-234-2732


Fax 312-234-3603


 


Bank of America N. A.


	
  TO:

  	
   

  	
  Mandalay
  Resort Group, formerly known as Circus Circus Enterprises, Inc.

  
	
   

  	
   

  	
  2880
  Las Vegas Blvd-South

  
	
   

  	
   

  	
  Las
  Vegas, NV 89109

  
	
   

  	
   

  	
   

  
	
  ATTN:

  	
   

  	
  Amy
  Preiss

  
	
  TEL:

  	
   

  	
  702
  632 6820

  
	
  FAX:

  	
   

  	
  702
  632 6822

  
	
   

  	
   

  	
   

  
	
  FROM:

  	
   

  	
  Bank
  of America, N.A.

  
	
   

  	
   

  	
  233
  South Wacker Drive - Suite 2800

  
	
   

  	
   

  	
  Chicago,
  Illinois 60606

  
	
   

  	
   

  	
  Robert
  OHara / Mike Allison

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  01DEC03

  
	
   

  	
   

  	
   

  
	
  Our
  Reference No. 3168347

  
	
   

  	
   

  	
   

  
	
  Internal
  Tracking Nos. 13065588

  



 


The
purpose of this letter agreement is to confirm the terms and conditions of the
Transaction entered into between Mandalay Resort Group and Bank of America,
N.A. (each a “party” and together “the parties”) on the Trade Dale specified
below (the “Transaction”).  This letter
agreement constitutes a “Confirmation” as referred to in the Rate Swap Master
Agreement specified in paragraph 1 below (the “Agreement”).


 


The
definitions and provisions contained in the 2000 ISDA Definitions, as;
published by the International Swaps and Derivatives Association, Inc., (the
“Definitions”) are incorporated into this Confirmation.  In the event of any inconsistency between
the Definitions and this Confirmation, this Confirmation will govern.


 


1.
This Confirmation supplements, forms part of, and is subject to, the Rate Swap
Master Agreement dated as of 240CT86, as amended and supplemented from time to
time (the “Agreement”), between the parties. Al provisions contained in the
Agreement govern this Confirmation except as expressly modified below.


 


	
  In
  this Confirmation “Party A” means Bank of America, N.A., successor to
  Security Pacific National Bank by merger and “Party B” means Mandalay Resort
  Group, formerly known as Circus Circus Enterprises, Inc.

  
	
   

  	
   

  	
   

  
	
  2.
  The terms of the particular Transaction to which this Confirmation relates
  are as follows:

  
	
   

  	
   

  	
   

  
	
  Notional
  Amount:

  	
   

  	
  USD
  125,000,000.00

  
	
   

  	
   

  	
   

  
	
  Trade
  Date:

  	
   

  	
  28NOV03

  
	
   

  	
   

  	
   

  
	
  Effective
  Date:

  	
   

  	
  02DEC03

  
	
   

  	
   

  	
   

  
	
  Termination
  Dale:

  	
   

  	
  15DEC11

  
	
   

  	
   

  	
   

  
	
  Fixed Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer:

  	
   

  	
  Party
  A

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer Payment

  	
   

  	
   

  
	
  Dates:

  	
   

  	
  The
  15th of each June and December, commencing 15JUN04 and ending on
  Termination Date, subject to adjustment in accordance with the Modified
  Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer Period

  	
   

  	
   

  
	
  End
  Dates:

  	
   

  	
  The
  15th of each June and December, commencing 15JUN04 and ending on
  the Termination Date.  No Adjustment.

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate:

  	
   

  	
  6.37500%

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Day Count

  	
   

  	
   

  
	
  Fraction:

  	
   

  	
  30/360

  



 

















 


	
  Floating Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Payer:

  	
   

  	
  Party
  B

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Payer

  	
   

  	
   

  
	
  Payment
  Dates:

  	
   

  	
  The
  15th of each June and December, commencing 15JUN04 and ending on
  the Termination Date, subject to adjustment in accordance with the Modified
  Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate for initial

  	
   

  	
   

  
	
  Calculation
  Period:

  	
   

  	
  TO
  BE SET

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Option:

  	
   

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  	
   

  
	
  Averaging:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Designated
  Maturity:

  	
   

  	
  6
  Month

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  Plus
  1.72000%

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Day Count

  	
   

  	
   

  
	
  Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Reset
  Dates:

  	
   

  	
  The
  last day of each Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business
  Days:

  	
   

  	
  New
  York, London

  
	
   

  	
   

  	
   

  
	
  Calculation
  Agent:

  	
   

  	
  Party
  A

  
	
   

  	
   

  	
   

  
	
  Optional
  Early Termination:

  	
   

  	
   

  



 


 


Notwithstanding anything to the contrary in
the Definitions or the agreement, the parties hereby agree to the following
Optional Early Termination provisions:


 


For purposes of this Optional Early
Termination provision, Business Days shall mean New York and London Business
Days.  Either party shall have the right
(but not he obligation) to terminate this Transaction, effective as of 15DEC08
and every one-year anniversary thereafter or if such day is not  Business Day, on the next succeeding
Business Day ( the “Optional Early Termination Date”), by providing the other
party with notice of its exercise of this right five Business Days prior to the
Optional Early Termination Date.  This
notice shall be irrevocable and may be given orally, including by telephone.  Such notice shall be followed by a written
confirmation confirming the substance of any telephonic notice within one
Business Day of that notice.  Failure to
provide that written confirmation will not affect the validity of the
telephonic notice.


 


In the event either party elects to terminate
this Transaction as provided above, the Calculation Agent shall determine the
Cash Settlement Amount in good faith and in a commercially reasonable manner in
accordance with normal market practice in the relevant market.  Such determination shall be made on the day
that is two Business Days to the Optional Early  Termination Date.  In the
absence of manifest error, such determination shall be final and conclusive
evidence of the Cash Settlement  Amount
payable in respect of such Optional Early Termination Date.  Party A or Party B (as determined by the
Calculation Agent) shall pay to the other party the Cash settlement Amount on
the Optional Early Termination Date. 
Once the Cash Settlement Amount has been fully and finally paid, then
all right, duties and obligations of the parties under and with respect to this
Transaction shall terminate.


 


3. Recording
of Conversations:


 


Each party to this Transaction acknowledges
and agrees to the tape recording of conversations between the parties to this
Transaction whether by one or other or both of the parties or their agents, and
that any such tape recordings may be submitted in evidence in any Proceedings
relating to the Agreement and/or this Transaction.


 


4. Account Details:


 


	
  Account
  for payments to Party A:

  
	
   

  	
   

  	
   

  
	
  USD

  	
   

  	
   

  
	
  We
  will debit your account

  
	
  NAME:

  	
   

  	
  Bank
  of America

  
	
  ABA
  #:

  	
   

  	
  CA

  
	
  ACCT:

  	
   

  	
  1257501024

  
	
  Mandalay
  Resort Group

  
	
   

  	
   

  	
   

  



 

















 


	
  Account
  for payments to Party B:

  
	
   

  	
   

  	
   

  
	
  USD

  	
   

  	
   

  
	
  NAME:

  	
   

  	
  Bank
  of America

  
	
  ABA
  #:

  	
   

  	
  CA

  
	
  NAME:

  	
   

  	
  Mandalay
  Resort Group

  
	
  ACCT:

  	
   

  	
  1257501024

  



 


5.Offices:


 


	
  The
  Office of Party A for this

  
	
  Transaction
  is:

  	
  Charlotte,
  NC

  
	
   

  	
   

  
	
  Please
  send reset notices to fax no. (312-234-3603)

  
	
   

  	
   

  
	
  The
  Office of Party B for this

  
	
  Transaction
  is:

  	
  Nevada,
  USA

  



 


Credit Support Document: As per Agreement (and Credit Support Annex if applicable).


 


Please confirm that the foregoing correctly
sets forth the terms and conditions of our agreement by returning via
telecopier an executed copy of this Confirmation to the attention of Global
Derivative Operations at (fax no.(312) 234-3603).


 


	
  Yours
  Sincerely,

  
	
   

  	
   

  
	
  Bank
  of America, N.A.

  
	
   

  	
   

  
	
  Dave
  Walker

  
	
  Senior
  Vice President

  
	
   

  	
   

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

  
	
   

  	
   

  
	
  Mandalay
  Resort Group

  
	
   

  	
   

  
	
  By:

  	
  /s/
  LES MARTIN

  
	
   

  	
   

  
	
  Name:

  	
  Les
  Martin

  
	
   

  	
   

  
	
  Title:

  	
  Vice
  President, Chief Accounting Officer and Treasurer

  
	
   

  	
   

  
	
  Our
  Reference # 3168347