EXHIBIT 4(a)
233 South Wacker Drive, Suite 2800
Chicago, Illinois 60606
Tel 312-234-2732
Fax 312-234-3160
BANK OF AMERICA
TO Mandalay Resort Group
ATTN Les Martin
FAX 702-632-6822
FROM Bank of America, N.A
233 South Wacker Drive - Suite 2800
Chicago, Illinois 60606
Sean Doyle / Robert OHara
Date 27SEP99
Our Reference No. 132616 3035849
The purpose of this letter agreement is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement specified below in paragraph 1 (the
"Agreement").
The definitions and provisions contained in the 1991 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc. (formerly
known as the International Swap Dealers Association, Inc.) ("ISDA") (the
"Definitions")) are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. Without prejudice to the preceding sentence, references in this
Confirmation to the Transaction shall for the purposes of the Definitions mean
the Swap Transaction.
1. This Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of Oct 24 1986, as amended and supplemented from time
to time (the "Agreement"), between you and us. All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.
In this Confirmation "Party A" means Bank of America, N.A. and "Party B" means
Mandalay Resort Group
2. The terms of this Swap Transaction to which this Confirmation relates are as
follows:
Trade Date 22SEP99
Effective Date 24SEP99
Termination Date 24SEP03 subject to adjustment in accordance with the
Modified Following Business Day Convention
FIXED AMOUNTS:
Fixed Rate Payer Party B
Fixed Rate Payer
Currency Amount: USD 200,000,000.00
Fixed Rate Payer Payment
Dates The 24th of each March, June, September and December,
commencing 24DEC99 and ending 24SEP03, subject to
adjustment in accordance with the Modified Following
Business Day Convention
Business Days: New York, London
Fixed Rate: 6.38000%
Fixed Rate Day
Count Fraction Actual/360
FLOATING AMOUNTS:
Floating Rate Payer Party A
Floating Rate Payer
Currency Amount: USD 200,000,000.00
Floating Rate Payer Payment
Dates: The 24th of each March, June, September and December,
commencing 24DEC99 and ending 24SEP03, subject to
adjustment in accordance with the Modified Following
Business Day Convention.
Business Days: New York, London
Floating Rate for initial
Calculation Period 5.51500%
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
Averaging: Inapplicable
Compounding: Inapplicable
Calculation Agent Bank of America, N.A.
3. RECORDING OF CONVERSATIONS: Each party to this Agreement acknowledges
and agrees to the tape or electronic recording of
conversations between the parties to this Agreement
whether by one or other or both of the parties, and
that any such recordings may be submitted in
evidence in any action or proceeding relating to
the Agreement or any Transaction.
4. ACCOUNT DETAILS:
Payments to Bank of America, N.A.
USD
We will debit your account.
NAME Mandalay Resort Group
ATTN BOFAUS61
Payments to Mandalay Resort Group
USD
NAME: BANK OF AMERICA NA
CITY SAN FRANCISCO
ABA#: 121000358
ATTN: BOFAUS6S
NAME: Mandalay Resort Group
ACCT: 1257501024
5. OFFICES:
The Office of Bank of America, N.A. for this Swap Transaction is
Charlotte, NC
The Office of Mandalay Resort Group for this Swap 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 responding within three (3) Business Days by
returning via telecopier an executed copy of this Confirmation to the attention
of Swaps Documentation Group at Fax No. (312) 234-2543 or (312) 234-3160.
Failure to respond within such period shall not affect the validity or
enforceability of this Swap Transaction, and shall be deemed to be an
affirmation of the terms and conditions contained herein, absent manifest error.
Yours Sincerely,
Bank of America, N.A.
By: Nick Kolick
----------------
Vice President
Authorized Signatory
Accepted and confirmed as of the date first written
Mandalay Resort Group
By: GLENN SCHAEFFER
---------------
Name: GLENN SCHAEFFER
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Title: President, Chief Financial Officer and Treasurer
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Our Reference# 132616