Interest Rate Swap Confirmation Agreement between Bank of America, N.A. and Mandalay Resort Group (July 24, 2003)
This agreement confirms the terms of an interest rate swap transaction between Bank of America, N.A. and Mandalay Resort Group. Under the agreement, Bank of America will pay a fixed interest rate of 6.5% on a notional amount of $50 million, while Mandalay Resort Group will pay a floating rate based on 6-month USD LIBOR plus 2.42%. Payments are exchanged semi-annually from July 31, 2003, to July 31, 2009. The agreement is governed by a prior Rate Swap Master Agreement and incorporates ISDA definitions.
Exhibit 10.5
233 South Wacker Drive, Suite 2800
Chicago, Illinois 60606
Tel ###-###-####
Fax ###-###-####
Bank of America N. A.
| TO: | Mandalay Resort Group |
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| ATTN: | Amy Preiss |
| TEL: | 702 ###-###-#### |
| FAX. | 702 ###-###-#### |
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| FROM: | Bank of America, N.A. |
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| Date: | 24JUL03 |
Our Reference No. 3106648
Internal Tracking Nos. 13030542
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 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 lime to time (the “Agreement”), between the parties. 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. | |
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| 2. The terms of the particular Transaction to which this Confirmation relates are as follows: | |
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| Notional Amount: | USD 50,000,000.00 |
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| Trade Date: | 22JUL03 |
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| Effective Date: | 31JUL03 |
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| Termination Date: | 31JUL09, subject to adjustment in accordance with the Modified Following Business Day Convention |
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| Fixed Amounts: |
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| Fixed Rate Payer: | Party A |
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| Fixed Rate Payer Payment |
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| Dates: | The 31st of each January and July, commencing 31JAN04 and ending 31 JUL09, subject to adjustment in accordance with the Modified Following Business Day Convention. No Adjustment Of Period End Dates. |
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| Fixed Rate: | 6.50000% |
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| Fixed Rate Day Count |
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| Fraction: | 30/360 |
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| Floating Amounts: |
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| Floating Rate Payer: | Party B |
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| Floating Rate Payer |
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| Payment Dates: | The 31st of each January and July, commencing 31JAN04 and ending 31JULO9, subject to adjustment in accordance with the Modified Following Business Day Convention. |
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| Floating Rate for initial |
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| Calculation Period: | TO BE SET |
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| Floating Rate Option: | USD-LIBOR-BBA |
| Averaging: | Inapplicable |
| Designated Maturity: | 6 Month |
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| Spread: | Plus 2.42000% |
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| Floating Rate Day Count |
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| Fraclion: | Actual/360 |
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| Floating Rate Payer Reset Dales: | The Reset Date for a Calculation Period will be the first day of the next following Calculation Period provided that for the final Calculation Period the Reset Date will be the Termination Date. |
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| Compounding: | Inapplicable |
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| Business Days: | New York; Lonclon |
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| Calculation Agent: | Party A |
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| 3. Recording of Conversations: | |
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| 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. | |
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| 4. Account Details: |
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| Account for payments to Party A: | |
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| We will debit your account. | ||
| NAME: | Bank of America | |
| ABA #: | CA | |
| ACCT. | 1257501024 | |
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| Mandalay Resort Group |
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| Account for payments to Party B: | ||
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| USD |
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| 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 ###-###-####) | |
| 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) ###-###-####).
Yours Sincerely,
Bank of America, N.A.
Dave Walker
Senior Vice President
Authorized Signatory
Accepted and confirmed as of the date first written:
Mandalay Resort Group
| By: | /s/ LES MARTIN |
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| Name: | Les Martin |
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| Vice President, Chief Accounting | |||
| Title: | Officer and Treasurer |
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Our Reference #3106648
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