0000912057-01-542987 Sample Contracts

AMENDMENT TO TRUST AGREEMENT
Trust Agreement • December 13th, 2001 • Mandalay Resort Group • Services-miscellaneous amusement & recreation • Delaware

AMENDMENT, dated as of September 15, 2001 (this "Amendment"), to the Amended and Restated Trust Agreement, dated as of September 8, 2000 (the "Trust Agreement"), between NMS Services (Cayman) Inc., a Cayman Islands corporation, in its capacity as Grantor and Certificateholder (the "Certificateholder") and Wilmington Trust Company, a Delaware banking corporation, in its capacity as trustee under the Trust Agreement (the "Trustee").

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AMENDMENT TO STOCK PURCHASE AGREEMENT AND COLLATERAL AGREEMENT
Stock Purchase Agreement • December 13th, 2001 • Mandalay Resort Group • Services-miscellaneous amusement & recreation • New York

AMENDMENT, dated as of September 15, 2001 (this "Amendment"), to the Stock Purchase Agreement, dated as of September 8, 2000, as amended by the First Amendment thereto, dated as of January 2, 2001, and by the Second Amendment thereto, dated as of March 21, 2001 (as so amended, the "Stock Purchase Agreement"), among Bank of America, N.A., a national banking association, as Share Seller ("Share Seller"), MBG Trust, a Delaware business trust (the "Trust"), and Mandalay Resort Group, a Nevada corporation ("Share Purchaser"), and to the Collateral Agreement, dated as of September 8, 2000 (the "Collateral Agreement"), among Share Purchaser, Share Seller, the Trust and Banc of America Securities LLC, a Delaware limited liability company ("Collateral Agent").

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