First Amendment to Loan Agreements among Mandalay Resort Group, Bank of America, and Lenders
This agreement amends three existing loan agreements between Mandalay Resort Group, Bank of America (as Administrative Agent), and various lenders. The amendment changes the financial covenants, specifically the total debt and interest coverage ratios, for specified fiscal quarters. The amendment becomes effective once all parties sign and required consents and fees are received. The agreement confirms that all other terms of the original loan agreements remain unchanged, and the borrower affirms that it is not in default. Subsidiary guarantors and lenders also provide their consent to these changes.
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Exhibit 4.5
EXECUTION
FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of December 19, 2001 ("Amendment") is entered into with reference to (a) the Revolving Loan Agreement dated August 22, 2001 (the "Revolving Loan Agreement"), (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Borrower and the Administrative Agent, acting on behalf of the Requisite Lenders under each of the Loan Agreements, hereby agree to amend each of the Loan Agreements as follows:
1. Definitions. Capitalized terms used herein but not defined are used with the meanings set forth for those terms in the Loan Agreements.
2. Amendment to Section 6.11—Total Debt Ratio. Section 6.11 of each of the Loan Agreements is hereby amended to read in full as follows:
"6.11 Total Debt Ratio. Permit the Total Debt Ratio as of the last day of any Fiscal Quarter described in the matrix below to exceed the ratio set forth opposite that Fiscal Quarter:
| Fiscal Quarters Ending | Maximum Ratio | |
|---|---|---|
| January 31, 2002 through and including April 30, 2002 | 5.25:1.00 | |
July 31, 2002 through and including January 31, 2003 | 5.50:1.00 | |
April 30, 2003 | 5.00:1.00 | |
July 31, 2003 | 4.75:1.00 | |
October 31, 2003 through and including July 31, 2004 | 4.50:1.00 | |
October 31, 2004 and thereafter | 4.25:1.00" |
3. Amendment to Section 6.12—Interest Coverage Ratio. Section 6.12 of each of the Loan Agreements is hereby amended to read in full as follows:
"6.12 Interest Coverage Ratio. Permit the Interest Coverage Ratio as of the last day of any Fiscal Quarter described in the matrix below to be less than the ratio set forth opposite that Fiscal Quarter:
| Fiscal Quarters Ending | Minimum Ratio | |
|---|---|---|
| January 31, 2002 through and including January 31, 2003 | 2.25:1.00 | |
April 30, 2003 through and including January 31, 2004 | 2.50:1.00 | |
April 30, 2004 through and including January 31, 2005 | 2.75:1.00 | |
April 30, 2005 and thereafter | 3.00:1.00." |
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4. Conditions Precedent. The effectiveness of this Amendment shall be conditioned upon the receipt by the Administrative Agent of each of the following:
(a) Counterparts of this Amendment executed by all parties hereto;
(b) written consents to the execution, delivery and performance hereof from each of the parties to the Subsidiary Guaranty (as defined in the Revolving Loan Agreement), the Subsidiary Guaranty (as defined in the Term Loan Agreement) and the Subsidiary Guaranty (as defined in the Capital Markets Term Loan Agreement);
(c) written consents to the execution, delivery and performance hereof from the Requisite Lenders under each of the Loan Agreements referred to above; and
(d) payment to the Administrative Agent of (i) a fee of 10 basis points times the amount of the Commitment under the Revolving Loan Agreement for the account of those Lenders party to the Revolving Loan Agreement and (ii) a fee of 10 basis points times the amount of the Commitment under the Term Loan Agreement for the account of those Lenders party to the Term Loan Agreement.
5. Representation and Warranty. Borrower represents and warrants to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and remains continuing.
[Remainder of this page intentionally left blank—Signature pages to follow]
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6. Confirmation. In all other respects, the terms of each Loan Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.
MANDALAY RESORT GROUP, a Nevada corporation | ||||
By: | /s/ GLENN SCHAEFFER Glenn Schaeffer, President and Chief Financial Officer | |||
BANK OF AMERICA, N.A., as Administrative Agent | ||||
By: | /s/ JANICE HAMMOND Janice Hammond, Vice President | |||
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EXHIBIT A
CONSENT OF GUARANTORS
This Consent of Guarantor is delivered with reference the to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned hereby consents to the execution, delivery and performance by Borrower of the proposed First Amendment Agreement in respect of each of the Loan Agreements.
The undersigned represents and warrants to the Administrative Agent and the Lenders that the Subsidiary Guaranty (as defined in the Revolving Loan Agreement), the Subsidiary Guaranty (as defined in the Term Loan Agreement) and the Subsidiary Guaranty (as defined in the Capital Markets Term Loan Agreement), remain in full force and effect in accordance with its terms.
CIRCUS CIRCUS CASINOS, INC., a Nevada corporation
CIRCUS CIRCUS MICHIGAN, INC., a Michigan corporation
CIRCUS CIRCUS MISSISSIPPI, INC., a Mississippi corporation
COLORADO BELLE CORP., a Nevada corporation
EDGEWATER HOTEL CORPORATION, a Nevada corporation
GALLEON, INC., a Nevada corporation
MANDALAY CORP., a Nevada corporation
NEW CASTLE CORP., a Nevada corporation
PINKLESS, INC., a Nevada corporation
RAMPARTS, INC., a Nevada corporation
SLOTS-A-FUN, INC., a Nevada corporation
By: | /s/ GLENN W. SCHAEFFER Glenn W. Schaeffer, authorized signatory for each of the foregoing |
LAST CHANCE INVESTMENTS, INCORPORATED, a Nevada corporation
MANDALAY DEVELOPMENT, a Nevada corporation
By: | /s/ WILLIAM A. RICHARDSON William A. Richardson authorized signatory for each of the foregoing | |||||
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DIAMOND GOLD, INC., a Nevada corporation
By: | /s/ PETER A. SIMON Peter A. Simon authorized signatory for the foregoing | |||||
GOLDSTRIKE INVESTMENTS, INCORPORATED, a Nevada corporation
By: | /s/ DAVID R. BELDING David R. Belding authorized signatory for the foregoing | |||||
GOLDSTRIKE FINANCE COMPANY, INC., a Nevada corporation
M.S.E. INVESTMENTS, INCORPORATED, a Nevada corporation
OASIS DEVELOPMENT COMPANY, INC., a Nevada corporation
By: | /s/ MICHAEL S. ENSIGN Michael S. Ensign authorized signatory for each of the foregoing | |||||
GOLD STRIKE L.V., a Nevada partnership
JEAN DEVELOPMENT COMPANY, a Nevada partnership
JEAN DEVELOPMENT NORTH, a Nevada partnership
JEAN DEVELOPMENT WEST, a Nevada partnership
NEVADA LANDING PARTNERSHIP, an Illinois partnership
RAILROAD PASS INVESTMENT GROUP, a Nevada partnership
By: M.S.E. Investments, Incorporated, general partner of each of the foregoing
| By: | /s/ MICHAEL S. ENSIGN Michael S. Ensign authorized signatory for the foregoing |
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LAKEVIEW GAMING PARTNERSHIPS JOINT VENTURE, a Nevada partnership
By: Railroad Pass Investment Group general partner of the foregoing
By: M.S.E. Investments, Incorporated, its general partner
By: | /s/ MICHAEL S. ENSIGN Michael S. Ensign authorized signatory for the foregoing |
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Bank of America, N.A. [Typed/Printed Name of Lender] | ||||||
By: | /s/ MATTHEW KOENIG Matthew Koenig | |||||
Title: | Managing Director | |||||
Date: | 12/12/01 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Citicorp USA, Inc. [Typed/Printed Name of Lender] | ||||||
By: | /s/ JEFFREY ROTHMAN Jeffrey Rothman | |||||
Title: | Director | |||||
Date: | 12/7/01 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Merrill Lynch Capital Corporation [Typed/Printed Name of Lender] | ||||||
By: | /s/ CAROL J.E. FEELEY Carol J.E. Feeley | |||||
Title: | Vice President | |||||
Date: | 12-18-01 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Bankers Trust Company [Typed/Printed Name of Lender] | ||||||
By: | /s/ STEVEN P. LAPHAM Steven P. Lapham | |||||
Title: | Director | |||||
Date: | 12/10/01 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
The Bank of Nova Scotia [Typed/Printed Name of Lender] | ||||||
By: | /s/ ALAN PENDERGAST Alan Pendergast | |||||
Title: | Managing Director | |||||
Date: | 12/12/01 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Comerica West Incorporated [Typed/Printed Name of Lender] | ||||||
By: | /s/ EOIN COLLINS Eoin Collins | |||||
Title: | Vice President | |||||
Date: | August 14, 2001 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Credit Lyonnais Los Angeles Branch [Typed/Printed Name of Lender] | ||||||
By: | /s/ DIANNE M. SCOTT Dianne M. Scott | |||||
Title: | Senior Vice President and Manager | |||||
Date: | December 10, 2001 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Credit Suisse First Boston [Typed/Printed Name of Lender] | ||||||
By: | /s/ BILL O'DALY Bill O'Daly | |||||
Title: | Vice President | |||||
By: | /s/ CASSANDRA DROOGAN Cassandra Droogan | |||||
Title: | Associate | |||||
Date: | ||||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Dresdner Bank AG, New York and Grand Cayman Branches [Typed/Printed Name of Lender] | ||||||
By: | /s/ J. MICHAEL LEFFLER J. Michael Leffler | |||||
Title: | Director | |||||
By: | /s/ JASMINE XINYUE GEFFNER, CFA Jasmine Xinyue Geffner | |||||
Title: | Associate | |||||
Date: | 12/10/01 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Société Générale [Typed/Printed Name of Lender] | ||||||
By: | /s/ CARINA T. HUYNH Carina T. Huynh | |||||
Title: | Vice President | |||||
Date: | 12/13/01 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
U.S. Bank National Association [Typed/Printed Name of Lender] | ||||||
By: | /s/ SCOTT J. BELL Scott J. Bell | |||||
Title: | Vice President | |||||
Date: | 12/17/01 | |||||
17
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Wells Fargo Bank N.A. [Typed/Printed Name of Lender] | ||||||
By: | /s/ CARLA G. AXELROD Carla G. Axelrod | |||||
Title: | Vice President | |||||
Date: | Dec. 11, 2001 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
The Industrial Bank of Japan, Limited [Typed/Printed Name of Lender] | ||||||
By: | /s/ CARL-ERIC BENZINGER Carl-Eric Benzinger | |||||
Title: | Senior Vice President & Senior Deputy General Manager | |||||
Date: | December 14, 2001 | |||||
19
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
The Fuji Bank, Limited [Typed/Printed Name of Lender] | ||||||
By: | /s/ MR. MASAHITO FUKUDA Mr. Masahito Fukuda | |||||
Title: | Senior Vice President & Group Head | |||||
Date: | December 18, 2001 | |||||
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EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
The Dai-Ichi Kangyo Bank, Ltd. [Typed/Printed Name of Lender] | ||||||
By: | /s/ CHIMIE T. PEMBA Chimie T. Pemba | |||||
Title: | Account Officer | |||||
Date: | 12/14/01 | |||||
21
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Fleet National Bank [Typed/Printed Name of Lender] | ||||||
By: | /s/ JOHN T. HARRISON John T. Harrison | |||||
Title: | Senior Vice President | |||||
Date: | 11/13/01 | |||||
22
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
SENIOR DEBT PORTFOLIO | ||||||
| By: Boston Management and Research as Investment Advisor [Typed/Printed Name of Lender] | ||||||
By: | /s/ JOHN REDDING John Redding | |||||
Title: | ||||||
Date: | ||||||
23
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
GRAYSON & CO | ||||||
| By: Boston Management and Research as Investment Advisor [Typed/Printed Name of Lender] | ||||||
By: | /s/ JOHN REDDING John Redding | |||||
Title: | ||||||
Date: | ||||||
24
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
| EATON VANCE SENIOR INCOME TRUST | ||||||
| By: Eaton Vance Management as Investment Advisor [Typed/Printed Name of Lender] | ||||||
By: | /s/ JOHN REDDING John Redding | |||||
Title: | ||||||
Date: | ||||||
25
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
| EATON VANCE INSTITUTIONAL SENIOR LOAN FUND | ||||||
| By: Eaton Vance Management as Investment Advisor [Typed/Printed Name of Lender] | ||||||
By: | /s/ JOHN REDDING John Redding | |||||
Title: | ||||||
Date: | ||||||
26
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
| OXFORD STRATEGIC INCOME FUND | ||||||
| By: Eaton Vance Management as Investment Advisor [Typed/Printed Name of Lender] | ||||||
By: | /s/ JOHN REDDING John Redding | |||||
Title: | ||||||
Date: | ||||||
27
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
| EATON VANCE CDO III, LTD. | ||||||
| By: Eaton Vance Management as Investment Advisor [Typed/Printed Name of Lender] | ||||||
By: | /s/ JOHN REDDING John Redding | |||||
Title: | ||||||
Date: | ||||||
28
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
| EATON VANCE CDO IV, LTD. | ||||||
| By: Eaton Vance Management as Investment Advisor [Typed/Printed Name of Lender] | ||||||
By: | /s/ JOHN REDDING John Redding | |||||
Title: | ||||||
Date: | ||||||
29
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
| COSTANTINUS EATON VANCE CDO V, LTD. | ||||||
| By: Eaton Vance Management as Investment Advisor [Typed/Printed Name of Lender] | ||||||
By: | /s/ JOHN REDDING John Redding | |||||
Title: | ||||||
Date: | ||||||
30
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
First Hawaiian Bank [Typed/Printed Name of Lender] | ||||||
By: | /s/ SEYDOU DIALLO Seydou Diallo | |||||
Title: | Media Finance Officer | |||||
Date: | 12/12/01 | |||||
31
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
The Bank of New York [Typed/Printed Name of Lender] | ||||||
By: | /s/ MEHRASA RAYGANI Mehrasa Raygani | |||||
Title: | Vice President | |||||
Date: | December 13, 2001 | |||||
32
EXHIBIT B
CONSENT OF LENDER
This Consent of Lender is delivered with reference to (a) the Revolving Loan Agreement (the "Revolving Loan Agreement") dated August 22, 2001, (b) the Term Loan Agreement dated August 22, 2001 (the "Term Loan Agreement") and (c) the Capital Markets Term Loan Agreement dated August 22, 2001 (the "Capital Markets Term Loan Agreement," and together with the Revolving Loan Agreement and the Term Loan Agreement, the "Loan Agreements"), in each case among Mandalay Resort Group, a Nevada corporation ("Borrower"), the Lenders therein named and Bank of America, N.A., as Administrative Agent. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Loan Agreements.
The undersigned Lender hereby consents to the execution, delivery and performance of the proposed First Amendment Agreement in respect of each of the Loan Agreements to which it is a party by the Administrative Agent on behalf of the Lenders, substantially in the form presented to the undersigned as drafts.
Erste Bank New York [Typed/Printed Name of Lender] | ||||||
By: | /s/ ROBERT J. WAGMAN Robert J. Wagman | |||||
Title: | Vice President | |||||
By: | /s/ JOHN S. RUNNION John S. Runnion | |||||
Title: | Managing Director | |||||
Date: | 12-14-01 | |||||
33
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