EXHIBIT 4(c)
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
Jim O'Donnell / Robert OHara
Date 130CT99
Our Reference No 133867 3043643
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 Date specified
below (the "Transaction"). This letter agreement constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified in paragraph 1 below (the
"Agreement").
The definitions and provisions contained in the 1991 ISDA Definitions (as
supplemented by the 1998 Supplement), 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. Without prejudice to the
foregoing, 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 the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount USD 200,000,000.00
Trade Date: 12OCT99
Effective Date: 31 DEC99
Termination Date 31 MAR00 subject to adjustment
in accordance with the Modified
Following Business Day
Convention
Fixed Rate Payer Party B
Fixed Rate 6.14000%
Floating Rate Payer Party A
Payment Date 31 DEC99 subject to
adjustment in accordance with
the Modified Following Business
Day Convention.
Floating Rate Option USD-LIBOR-BBA
Designated Maturity: 3 months
Spread: None
Floating Rate
Day Count Fraction: Actual/360
Reset Date 24DEC99
FRA Discounting Applicable
Calculation Agent Party A
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 Mandalay Resort Group
ATTN BOFAUS61
Account for payments to Party B
USD
NAME BANK OF AMERICA NA
CITY SAN FRANCISCO
ABA # 121000358
ATTN: BOFAUS6S
NAME Mandalay Resort Group
ACCT 1257501024
5. Offices:
The Office of Party A for this
Transaction is: Charlotte, NC
The Office of Party B for this
Transaction is: Nevada, USA
5. GOVERNING LAW: The Laws of the State of New York
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 Global Derivative Operations at (fax no (312) 234-3160).
Failure to respond within such period shall not affect the validity or
enforceability of this 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 ALLISON SMALIK
------------------
Vice President
Authorized Signatory
Accepted and confirmed as of the date first written
Mandalay Resort Group
By Glenn Schaeffer
---------------
Name Glenn Schaeffer
---------------
Title President, Chief Financial Officer and Treasurer
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Our Reference # 133867