Swap Transaction Confirmation Agreement between Morgan Guaranty Trust Company of New York and Mandalay Resort Group
Summary
Morgan Guaranty Trust Company of New York and Mandalay Resort Group have entered into a swap transaction, confirmed by this agreement. Under the terms, Mandalay pays a fixed interest rate on $100 million, while Morgan pays a floating rate based on 3-month USD LIBOR. Payments are exchanged quarterly, and the agreement is governed by ISDA definitions and a master agreement. The contract specifies payment details, office locations, and certain credit provisions. Both parties confirm they understand and accept the terms and risks involved. The agreement is effective from October 21, 1997, to January 21, 2003.
EX-4.(F) 3 a2025464zex-4_f.txt EXHIBIT 4.(F) EXHIBIT 4(f) JP Morgan Swap Transaction Revised Confirmation Date: 29 June 2000 The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction entered into between: MORGAN GUARANTY TRUST COMPANY OF NEW YORK and MANDALAY RESORT GROUP on the Trade Date and identified by the Morgan Deal Number specified below (the "Swap Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the agreement specified below. The definitions and provisions contained in the 1991 ISDA Definitions as supplemented by the 1998 ISDA Supplement (as published by the International Swaps and Derivatives Association, Inc.), are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. References to this Confirmation to "Transaction" shall be deemed to be references to "Swap Transaction" for the purposes of interpreting the Swap Definitions, and references in the Swap Definitions to "Swap Transaction" shall be deemed to be references to "Transaction" for the purposes of interpreting this Confirmation. This Confirmation represents an amendment and restatement of any prior documents or other confirming communications between the parties with respect to the Swap Transaction. 1. If MORGAN GUARANTY TRUST COMPANY OF NEW YORK ("Morgan") and the MANDALAY RESORT GROUP (the "Counterparty") are parties to a Master Agreement, Interest Rate and Currency Exchange Agreement or other similar Agreement (a "Swap Agreement"), this Confirmation supplements, forms a part of, and is subject to such Swap Agreement. In the event that Morgan and the Counterparty are parties to more than one Swap Agreement, this Confirmation supplements, forms a part of, and is subject to the Swap Agreement most recently executed between the parties. If Morgan and the Counterparty are not yet parties to a Swap Agreement, the parties agree that this Transaction will be documented under a master agreement to be entered into on the basis of the printed form of Master Agreement (Multicurrency-Cross Border) published by the International Swaps and Derivatives Association, Inc., together with such changes as shall be agreed between the parties (the "Master Agreement"). Upon execution and delivery by the parties of the Master Agreement, this Confirmation shall supplement, form a part of, and be subject to such Master Agreement. Until the parties execute and deliver a Master Agreement, this Confirmation shall supplement, form a part of, and be subject to the printed form of Master Agreement published by ISDA, as if the parties had executed that agreement (but without any Schedule thereto) on the Trade Date of this Transaction. JP MORGAN 2. The terms of the particular Swap Transaction to which this Confirmation relates are as follows:
JP MORGAN FLOATING AMOUNTS:
i. The cross default provision of section 5(a)(vi) of the Agreement shall apply to both parties with regard to any obligation in respect of borrowed money and commitments to lend in an aggregate amount of not less than the threshold amount which for Morgan shall be 3 percent of the total stockholders equity of Morgan and which for the counterparty shall be an amount reflective of its credit as agreed to by the parties. ii. The credit event upon merger provisions of section 5(b)(iv) of the Agreement shall not apply to Morgan. JP MORGAN 3. Account Details PAYMENTS TO MORGAN: Account for payments in USD: Favour: MORGAN GUARANTY TRUST COMPANY OF NEW YORK ABA/Bank No.: 021 000 238 Account No.: 999 97 979 Reference: Interest Rate Swap No.213149 PAYMENTS TO COUNTERPARTY: Account for payments in USD: To be advised Favour: MANDALAY RESORT GROUP ABA/Bank No.: Account No.: Reference: 4. Offices (a) The Office of Morgan for the Swap Transaction is NEW YORK; and (b) The office of the Counterparty for the Swap Transaction is LAS VEGAS All enquiries regarding this Confirmation should be sent to: Morgan Guaranty Trust Company of New York 60 Wall Street New York, New York 10260-0060 Attention: Charleen Collins Telephone: 1 ###-###-#### Facsimile: 1 ###-###-#### Please quote Morgan Deal Number indicated above. JP MORGAN SECURITIES INCORPORATED is acting solely as agent for Morgan and will have no obligations under this Swap Transaction. JP MORGAN Each party represents that (i) it is entering into the transaction evidenced hereby as principal (and not as agent or in any other capacity); (ii) the other party is not acting as a fiduciary for it; (iii) it is not relying upon any representations except those expressly set forth in the Agreement or this Confirmation; (iv) it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by the other party; and (v) it is entering into this transaction with a full understanding of the terms, conditions and risks thereof and it is capable of and willing to assume those risks. Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex of facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Swap Transaction to which this Confirmation relates and indicates agreement to those terms. When referring to this Confirmation, please indicate: Morgan Deal Number 213149. Yours sincerely, JP MORGAN SECURITIES INCORPORATED, as Agent for and signing on behalf of: MORGAN GUARANTY TRUST COMPANY OF NEW YORK By: RAJAN KUNDRA ---------------------------------- Name: Rajan Kundra Title: Vice President Confirmed as of the date first above written: MANDALAY RESORT GROUP By: GLENN SCHAEFFER ---------------------------------------- Name: Glenn Schaeffer Title: President & Chief Financial Officer Your Ref No..........................
