Interest Rate Swap Confirmation Agreement between Bank of America, N.A. and Mandalay Resort Group (December 2003)

Exhibit 10.1

233 South Wacker Drivc, Suitc 2800

Chicago, Illinois 60606

Tel ###-###-####

Fax ###-###-####

Bank of America N. A.

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.

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:

5.Offices:

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 ###-###-####).