EXECUTION FIRST AMENDMENT AGREEMENT

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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.	"

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]

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/ XXXXX XXXXXXXXX Xxxxx Xxxxxxxxx, President and Chief Financial Officer
		BANK OF AMERICA, N.A., as Administrative Agent
		By:		/s/ XXXXXX XXXXXXX Xxxxxx Xxxxxxx, Vice President

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/ XXXXX XXXXXXXXX
		Xxxxx Xxxxxxxxx, authorized signatory for each of the foregoing
LAST CHANCE INVESTMENTS, INCORPORATED, a Nevada corporation MANDALAY DEVELOPMENT, a Nevada corporation
By:		/s/ XXXXXXX X. XXXXXXXXXX
		Xxxxxxx X. Xxxxxxxxxx, authorized signatory for each of the foregoing
DIAMOND GOLD, INC., a Nevada corporation
By:		/s/ XXXXX X. XXXXX
		Xxxxx X. Xxxxx, authorized signatory for the foregoing
GOLDSTRIKE INVESTMENTS, INCORPORATED, a Nevada corporation
By:		/s/ XXXXX X. XXXXXXX Xxxxx X. Xxxxxxx, 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/ XXXXXXX X. XXXXXX Xxxxxxx X. Xxxxxx, authorized signatory for each of the foregoing

GOLD STRIKE L.V., a Nevada partnership
XXXX DEVELOPMENT COMPANY, a Nevada partnership
XXXX DEVELOPMENT NORTH, a Nevada partnership
XXXX 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/ XXXXXXX X. XXXXXX Xxxxxxx X. Xxxxxx, authorized signatory for the foregoing
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/ XXXXXXX X. XXXXXX Xxxxxxx X. Xxxxxx, authorized signatory for the foregoing

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/ XXXXXXX XXXXXX Xxxxxxx Xxxxxx
Title:		Managing Director
Date:		12/12/01

EXHIBIT B

CONSENT OF LENDER

Citicorp USA, Inc. [Typed/Printed Name of Lender]
By:		/s/ XXXXXXX XXXXXXX Xxxxxxx Xxxxxxx
Title:		Director
Date:		12/7/01

EXHIBIT B

CONSENT OF LENDER

Xxxxxxx Xxxxx Capital Corporation [Typed/Printed Name of Lender]
By:		/s/ XXXXX X.X. XXXXXX Xxxxx X.X. Xxxxxx
Title:		Vice President
Date:		12/18/01

EXHIBIT B

CONSENT OF LENDER

Bankers Trust Company [Typed/Printed Name of Lender]
By:		/s/ XXXXXX X. XXXXXX Xxxxxx X. Xxxxxx
Title:		Director
Date:		12/10/01

EXHIBIT B

CONSENT OF LENDER

The Bank of Nova Scotia [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXXXXX Xxxx Xxxxxxxxxx
Title:		Managing Director
Date:		12/12/01

EXHIBIT B

CONSENT OF LENDER

Comerica West Incorporated [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXX Xxxx Xxxxxxx
Title:		Vice President
Date:		August 14, 2001

EXHIBIT B

CONSENT OF LENDER

Credit Lyonnais Los Angeles Branch [Typed/Printed Name of Lender]
By:		/s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx
Title:		Senior Vice President and Manager
Date:		December 10, 2001

EXHIBIT B

CONSENT OF LENDER

Credit Suisse First Boston [Typed/Printed Name of Lender]
By:		/s/ XXXX X'XXXX Xxxx X'Xxxx
Title:		Vice President
By:		/s/ XXXXXXXXX XXXXXXX Xxxxxxxxx Xxxxxxx
Title:		Associate
Date:

EXHIBIT B

CONSENT OF LENDER

Dresdner Bank AG, New York and Grand Cayman Branches [Typed/Printed Name of Lender]
By:		/s/ J. XXXXXXX XXXXXXX J. Xxxxxxx Xxxxxxx
Title:		Director
By:		/s/ JASMINE XXXXXX XXXXXXX, CFA Jasmine Xxxxxx Xxxxxxx
Title:		Associate
Date:		12/10/01

EXHIBIT B

CONSENT OF LENDER

Société Générale [Typed/Printed Name of Lender]
By:		/s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx
Title:		Vice President
Date:		12/13/01

EXHIBIT B

CONSENT OF LENDER

U.S. Bank National Association [Typed/Printed Name of Lender]
By:		/s/ XXXXX X. XXXX Xxxxx X. Xxxx
Title:		Vice President
Date:		12/17/01

EXHIBIT B

CONSENT OF LENDER

Xxxxx Fargo Bank N.A. [Typed/Printed Name of Lender]
By:		/s/ XXXXX X. XXXXXXX Xxxxx X. Xxxxxxx
Title:		Vice President
Date:		Dec. 11, 2001

EXHIBIT B

CONSENT OF LENDER

The Industrial Bank of Japan, Limited [Typed/Printed Name of Lender]
By:		/s/ XXXX-XXXX XXXXXXXXX Xxxx-Xxxx Xxxxxxxxx
Title:		Senior Vice President & Senior Deputy General Manager
Date:		December 14, 2001

EXHIBIT B

CONSENT OF LENDER

The Fuji Bank, Limited [Typed/Printed Name of Lender]
By:		/s/ XX. XXXXXXXX XXXXXX Xx. Xxxxxxxx Xxxxxx
Title:		Senior Vice President & Group Head
Date:		December 18, 2001

EXHIBIT B

CONSENT OF LENDER

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

EXHIBIT B

CONSENT OF LENDER

Fleet National Bank [Typed/Printed Name of Lender]
By:		/s/ XXXX X. XXXXXXXX Xxxx X. Xxxxxxxx
Title:		Senior Vice President
Date:		11/13/01

EXHIBIT B

CONSENT OF LENDER

SENIOR DEBT PORTFOLIO
By:		Boston Management and Research as Investment Advisor [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXX Xxxx Xxxxxxx
Title:

Date:

EXHIBIT B

CONSENT OF LENDER

XXXXXXX & CO
By:		Boston Management and Research as Investment Advisor [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXX Xxxx Xxxxxxx
Title:

Date:

EXHIBIT B

CONSENT OF LENDER

XXXXX XXXXX SENIOR INCOME TRUST
By:		Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXX Xxxx Xxxxxxx
Title:

Date:

EXHIBIT B

CONSENT OF LENDER

XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
By:		Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXX Xxxx Xxxxxxx
Title:

Date:

EXHIBIT B

CONSENT OF LENDER

OXFORD STRATEGIC INCOME FUND
By:		Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXX Xxxx Xxxxxxx
Title:

Date:

EXHIBIT B

CONSENT OF LENDER

XXXXX XXXXX CDO III, LTD.
By:		Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXX Xxxx Xxxxxxx
Title:

Date:

EXHIBIT B

CONSENT OF LENDER

XXXXX XXXXX CDO IV, LTD.
By:		Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXX Xxxx Xxxxxxx
Title:

Date:

EXHIBIT B

CONSENT OF LENDER

COSTANTINUS XXXXX XXXXX CDO V, LTD.
By:		Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender]
By:		/s/ XXXX XXXXXXX Xxxx Xxxxxxx
Title:

Date:

EXHIBIT B

CONSENT OF LENDER

First Hawaiian Bank [Typed/Printed Name of Lender]
By:		/s/ XXXXXX XXXXXX Xxxxxx Xxxxxx
Title:		Media Finance Officer
Date:		12/12/01

EXHIBIT B

CONSENT OF LENDER

The Bank of New York [Typed/Printed Name of Lender]
By:		/s/ XXXXXXX XXXXXXX Xxxxxxx Xxxxxxx
Title:		Vice President
Date:		December 13, 2001

EXHIBIT B

CONSENT OF LENDER

Erste Bank New York [Typed/Printed Name of Lender]
By:		/s/ XXXXXX X. XXXXXX Xxxxxx X. Xxxxxx
Title:		Vice President
By:		/s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx
Title:		Managing Director
Date:		12-14-01

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