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." |
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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 |
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By: |
/s/ XXXXX XXXXXXXXX Xxxxx Xxxxxxxxx, President and Chief Financial Officer |
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BANK OF AMERICA, N.A., as Administrative Agent |
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By: |
/s/ XXXXXX XXXXXXX Xxxxxx Xxxxxxx, Vice President |
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3
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 X. XXXXXXXXX Xxxxx X. 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 |
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DIAMOND GOLD, INC., a Nevada corporation
By: |
/s/ XXXXX X. XXXXX Xxxxx X. Xxxxx authorized signatory for the foregoing |
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GOLDSTRIKE INVESTMENTS, INCORPORATED, a Nevada corporation
By: |
/s/ XXXXX X. XXXXXXX Xxxxx X. Xxxxxxx authorized signatory for the foregoing |
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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 |
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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 |
5
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 |
6
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] |
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By: |
/s/ XXXXXXX XXXXXX Xxxxxxx Xxxxxx |
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Title: |
Managing Director |
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Date: |
12/12/01 |
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7
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] |
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By: |
/s/ XXXXXXX XXXXXXX Xxxxxxx Xxxxxxx |
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Title: |
Director |
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Date: |
12/7/01 |
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8
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.
Xxxxxxx Xxxxx Capital Corporation [Typed/Printed Name of Lender] |
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By: |
/s/ XXXXX X.X. XXXXXX Xxxxx X.X. Xxxxxx |
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Title: |
Vice President |
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Date: |
12-18-01 |
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9
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] |
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By: |
/s/ XXXXXX X. XXXXXX Xxxxxx X. Xxxxxx |
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Title: |
Director |
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Date: |
12/10/01 |
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10
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] |
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By: |
/s/ XXXX XXXXXXXXXX Xxxx Xxxxxxxxxx |
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Title: |
Managing Director |
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Date: |
12/12/01 |
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11
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] |
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By: |
/s/ XXXX XXXXXXX Xxxx Xxxxxxx |
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Title: |
Vice President |
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Date: |
August 14, 2001 |
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12
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] |
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By: |
/s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx |
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Title: |
Senior Vice President and Manager |
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Date: |
December 10, 2001 |
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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] |
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By: |
/s/ XXXX X'XXXX Xxxx X'Xxxx |
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Title: |
Vice President |
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By: |
/s/ XXXXXXXXX XXXXXXX Xxxxxxxxx Xxxxxxx |
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Title: |
Associate |
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Date: |
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14
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] |
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By: |
/s/ J. XXXXXXX XXXXXXX J. Xxxxxxx Xxxxxxx |
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Title: |
Director |
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By: |
/s/ JASMINE XXXXXX XXXXXXX, CFA Jasmine Xxxxxx Xxxxxxx |
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Title: |
Associate |
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Date: |
12/10/01 |
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15
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] |
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By: |
/s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx |
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Title: |
Vice President |
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Date: |
12/13/01 |
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16
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] |
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By: |
/s/ XXXXX X. XXXX Xxxxx X. Xxxx |
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Title: |
Vice President |
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Date: |
12/17/01 |
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17
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.
Xxxxx Fargo Bank N.A. [Typed/Printed Name of Lender] |
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By: |
/s/ XXXXX X. XXXXXXX Xxxxx X. Xxxxxxx |
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Title: |
Vice President |
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Date: |
Dec. 11, 2001 |
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18
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] |
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By: |
/s/ XXXX-XXXX XXXXXXXXX Xxxx-Xxxx Xxxxxxxxx |
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Title: |
Senior Vice President & Senior Deputy General Manager |
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Date: |
December 14, 2001 |
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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] |
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By: |
/s/ XX. XXXXXXXX XXXXXX Xx. Xxxxxxxx Xxxxxx |
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Title: |
Senior Vice President & Group Head |
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Date: |
December 18, 2001 |
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20
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] |
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By: |
/s/ CHIMIE T. PEMBA Chimie T. Pemba |
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Title: |
Account Officer |
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Date: |
12/14/01 |
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21
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] |
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By: |
/s/ XXXX X. XXXXXXXX Xxxx X. Xxxxxxxx |
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Title: |
Senior Vice President |
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Date: |
11/13/01 |
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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 |
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| By: Boston Management and Research as Investment Advisor [Typed/Printed Name of Lender] |
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By: |
/s/ XXXX XXXXXXX Xxxx Xxxxxxx |
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Title: |
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Date: |
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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.
XXXXXXX & CO |
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| By: Boston Management and Research as Investment Advisor [Typed/Printed Name of Lender] |
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By: |
/s/ XXXX XXXXXXX Xxxx Xxxxxxx |
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Title: |
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Date: |
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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.
| XXXXX XXXXX SENIOR INCOME TRUST | ||||||
| By: Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender] |
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By: |
/s/ XXXX XXXXXXX Xxxx Xxxxxxx |
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Title: |
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Date: |
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25
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.
| XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND |
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| By: Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender] |
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By: |
/s/ XXXX XXXXXXX Xxxx Xxxxxxx |
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Title: |
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Date: |
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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: Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender] |
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By: |
/s/ XXXX XXXXXXX Xxxx Xxxxxxx |
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Title: |
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Date: |
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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.
| XXXXX XXXXX CDO III, LTD. | ||||||
| By: Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender] |
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By: |
/s/ XXXX XXXXXXX Xxxx Xxxxxxx |
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Title: |
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Date: |
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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.
| XXXXX XXXXX CDO IV, LTD. | ||||||
| By: Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender] |
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By: |
/s/ XXXX XXXXXXX Xxxx Xxxxxxx |
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Title: |
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Date: |
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29
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 XXXXX XXXXX CDO V, LTD. | ||||||
| By: Xxxxx Xxxxx Management as Investment Advisor [Typed/Printed Name of Lender] |
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By: |
/s/ XXXX XXXXXXX Xxxx Xxxxxxx |
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Title: |
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Date: |
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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] |
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By: |
/s/ XXXXXX XXXXXX Xxxxxx Xxxxxx |
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Title: |
Media Finance Officer |
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Date: |
12/12/01 |
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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] |
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By: |
/s/ XXXXXXX XXXXXXX Xxxxxxx Xxxxxxx |
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Title: |
Vice President |
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Date: |
December 13, 2001 |
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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] |
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By: |
/s/ XXXXXX X. XXXXXX Xxxxxx X. Xxxxxx |
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Title: |
Vice President |
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By: |
/s/ XXXX X. XXXXXXX Xxxx X. Xxxxxxx |
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Title: |
Managing Director |
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Date: |
12-14-01 |
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33
EXECUTION FIRST AMENDMENT AGREEMENT
