EXHIBIT 4(e)
JP Morgan
Swap Transaction
Date: 14 June 2000
The purpose of this letter agreement is to confirm the terms and conditions of
the Swap Transaction entered into between:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
AND
MANDALAY RESORT GROUP
on the Trade Date and identified by the Morgan Deal Number specified below (the
"Swap Transaction"). This letter agreement constitutes a "Confirmation" as
referred to in the agreement specified below.
The definitions and provisions contained in the 1991 ISDA Definitions as
supplemented by the 1998 ISDA Supplement (as published by the International
Swaps and Derivatives Association, Inc.), are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and
provisions and this Confirmation, this Confirmation will govern.
References to this Confirmation to "Transaction" shall be deemed to be
references to "Swap Transaction" for the purposes of interpreting the Swap
Definitions, and references in the Swap Definitions to "Swap Transaction" shall
be deemed to be references to "Transaction" for the purposes of interpreting
this Confirmation.
This Confirmation represents an amendment and restatement of any prior documents
or other confirming communications between the parties with respect to the Swap
Transaction.
1. If MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("Morgan") and the MANDALAY
RESORT GROUP (the "Counterparty") are parties to a Master Agreement, Interest
Rate and Currency Exchange Agreement or other similar Agreement (a "Swap
Agreement"), this Confirmation supplements, forms a part of, and is subject to
such Swap Agreement. In the event that Morgan and the Counterparty are parties
to more than one Swap Agreement, this Confirmation supplements, forms a part of,
and is subject to the Swap Agreement most recently executed between the parties.
If Morgan and the Counterparty are not yet parties to a Swap Agreement, the
parties agree that this Transaction will be documented under a master agreement
to be entered into on the basis of the printed form of Master Agreement
(Multicurrency-Cross Border) published by the International Swaps and
Derivatives Association, Inc., together with such changes as shall be agreed
between the parties (the "Master Agreement"). Upon execution and delivery by the
parties of the Master Agreement, this Confirmation shall supplement, form a part
of, and be subject to such Master Agreement. Until the parties execute and
deliver a Master Agreement, this Confirmation shall supplement, form a part of,
and be subject to the printed form of Master Agreement published by ISDA, as if
the parties had executed that agreement (but without any Schedule thereto) on
the Trade Date of this Transaction.
JP MORGAN
2. The terms of the particular Swap Transaction to which this Confirmation
relates are as follows:
Morgan Deal Number: 222298
Trade Date: 8 June 2000
Effective Date: 15 January 1998
Termination Date: 15 January 2003
FIXED AMOUNTS:
Fixed Rate Payer: Counterparty
Notional Amount: 50,000,000 USD
Fixed Rate Payer Payment Dates: Each 15 April, 15 July, 15
October, 15 January
starting with 15 April 1998
up to, and including 15
July 2000, subject to
adjustment in accordance
with the Modified Following
Business Day Convention and
there will be an adjustment
to the Calculation Period.
Fixed Rate: 5.575000 percent
Fixed Rate Day Count Fraction: Actual/360
FIXED AMOUNTS:
Fixed Rate Payer: Counterparty
Notional Amount: 50,000,000 USD
Fixed Rate Payer Payment Dates: Each 15 October, 15
January, 15 April, 15 July
starting 15 October 2000 up
to, and including the
Termination Date, subject
to adjustment in accordance
with the Modified Following
Business Day Convention and
there will be an adjustment
to the Calculation Period.
Fixed Rate: 6.890000 percent
Fixed Rate Day Count Fraction: Actual/360
JP MORGAN
FLOATING AMOUNTS:
Floating Rate Payer: Morgan
Notional Amount: 50,000,000.00 USD
Floating Rate Payer Payment Dates: Each 15 April, 15 July 15
October, 15 January
starting with 15 April 1998
up to and including, the
Termination Date, subject
to adjustment in accordance
with the Modified Following
Business Day Convention and
there will be an adjustment
in the Calculation Period.
Floating Rate for Initial Calculation Period: 5.593750 percent
(Excluding Spread where
applicable)
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 3 Month
Spread: None
Floating Rate Day Count Fraction: Actual/360
Reset Dates: The first day of each
Calculation Period.
Compounding: Inapplicable
Payment Business Day Locations for
Counterparty: London, New York
Payment Business Day Locations for Morgan: London, New York
Payments will be: Net
i. The cross default provision of section 5(a)(vi) of the Agreement shall
apply to both parties with regard to any obligation in respect of borrowed
money and commitments to lend in an aggregate amount of not less than the
threshold amount which for Morgan shall be 3 percent of the total
stockholders equity of Morgan and which for the counterparty shall be an
amount reflective of its credit as agreed to by the parties.
ii. The credit event upon merger provisions of section 5(b)(iv) of the
Agreement shall not apply to Morgan.
JP MORGAN
3. Account Details
PAYMENTS TO MORGAN:
Account for payments in USD:
Favour: MORGAN GUARANTY TRUST COMPANY OF
NEW YORK
ABA/Bank No.: 021 000 238
Account No.: 999 97 979
Reference: Interest Rate Swap No.222298
PAYMENTS TO COUNTERPARTY:
Account for payments in USD:
Favour: MANDALAY RESORT GROUP
ABA/Bank No.:
Account No.:
Reference:
4. Offices
(a) The Office of Morgan for the Swap Transaction is NEW YORK; and
(b) The office of the Counterparty for the Swap Transaction is: LAS VEGAS
All enquiries regarding this Confirmation should be sent to:
Morgan Guaranty Trust Company of New York
60 Wall Street
New York, New York 10260-0060
Attention: Charleen Collins
Telephone: 1-212-648-3510
Facsimile: 1-212-648-5117
Please quote Morgan Deal Number indicated above.
JP MORGAN SECURITIES INCORPORATED is acting solely as agent for Morgan and will
have no obligations under this Swap Transaction.
JP MORGAN
Each party represents that (i) it is entering into the transaction evidenced
hereby as principal (and not as agent or in any other capacity); (ii) the other
party is not acting as a fiduciary for it; (iii) it is not relying upon any
representations except those expressly set forth in the Agreement or this
Confirmation; (iv) it has consulted with its own legal, regulatory, tax,
business, investment, financial, and accounting advisors to the extent it has
deemed necessary, and it has made its own investment, hedging, and trading
decisions based upon its own judgment and upon any advice from such advisors as
it has deemed necessary and not upon any view expressed by the other party; and
(v) it is entering into this transaction with a full understanding of the terms,
conditions and risks thereof and it is capable of and willing to assume those
risks.
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation and returning it to us or by
sending to us a letter, telex of facsimile substantially similar to this letter,
which letter, telex or facsimile sets forth the material terms of the Swap
Transaction to which this Confirmation relates and indicates agreement to those
terms. When referring to this Confirmation, please indicate: Morgan Deal Number
222298.
Yours sincerely,
JP MORGAN SECURITIES INCORPORATED, as
Agent for and signing on behalf of:
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
By: RAJAN KUNDRA
--------------------------------------
Name: Rajan Kundra
Title: Vice President
Confirmed as of the date first above written:
MANDALAY RESORT GROUP
By: GLENN SCHAEFFER
---------------------------------------
Name: Glenn Schaeffer
Title: President & Chief Financial Officer
Your Ref No..........................