REGISTRATION RIGHTS AGREEMENT Dated as of November 25, 2003 by and amongRegistration Rights Agreement • December 15th, 2003 • Mandalay Resort Group • Services-miscellaneous amusement & recreation • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of November 25, 2003 by and among MANDALAY RESORT GROUP, a Nevada corporation (the “Company”), and BANC OF AMERICA SECURITIES LLC (“Banc of America”), CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE FIRST BOSTON LLC, J.P. MORGAN SECURITIES INC., SG COWEN SECURITIES CORPORATION, CREDIT LYONNAIS SECURITIES (USA) INC., SCOTIA CAPITAL (USA) INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, MIZUHO INTERNATIONAL plc and WELLS FARGO SECURITIES, LLC (collectively, the “Initial Purchasers”).
Dated as of November 25, 2003 6 3/8% Senior Notes due 2011Indenture • December 15th, 2003 • Mandalay Resort Group • Services-miscellaneous amusement & recreation • New York
INDENTURE, dated as of November 25, 2003, between Mandalay Resort Group, a Nevada corporation (“Company”), and The Bank of New York, a New York banking corporation, as Trustee (“Trustee”).
Date: December 3, 2003 To: Mandalay Resort GroupMandalay Resort Group • December 15th, 2003 • Services-miscellaneous amusement & recreation • New York
The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between Deutsche Bank AG (“DBAG”) and Mandalay Resort Group (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Agreement specified below.
FIFTH AMENDMENT TO OPERATING AGREEMENT OF DETROIT ENTERTAINMENT, L.L.C., a Michigan limited liability companyOperating Agreement • December 15th, 2003 • Mandalay Resort Group • Services-miscellaneous amusement & recreation
THIS FIFTH AMENDMENT TO OPERATING AGREMENT (“Fifth Amendment”) is made and entered into as of October 31, 2003, by and between Circus Circus Michigan, Inc., a Michigan corporation (“Circus”) and Atwater Casino Group, L.L.C., a Michigan limited liability company (“ACG”) with reference to the following:
FOURTH AMENDMENT TO OPERATING AGREEMENT OF DETROIT ENTERTAINMENT, L.L.C. A MICHIGAN LIMITED LIABILITY COMPANYOperating Agreement • December 15th, 2003 • Mandalay Resort Group • Services-miscellaneous amusement & recreation
THIS FOURTH AMENDMENT TO OPERATING AGREEMENT (the “Fourth Amendment”) is made and entered into as of August 2, 2002, by and between CIRCUS CIRCUS MICHIGAN, INC., a Michigan corporation (“Circus”) and ATWATER CASINO GROUP, L.L.C., a Michigan limited liability company (“ACG”), with reference to the following:
