REGISTRATION RIGHTS AGREEMENT Dated as of July 31, 2003 by and among MANDALAY RESORT GROUP and BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. CITIGROUP GLOBAL MARKETS INC. CREDIT SUISSE FIRST BOSTON LLC MERRILL LYNCH, PIERCE, FENNER &...Registration Rights Agreement • September 15th, 2003 • Mandalay Resort Group • Services-miscellaneous amusement & recreation • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of July 31, 2003 by and among MANDALAY RESORT GROUP, a Nevada corporation (the “Company”), and BANC OF AMERICA SECURITIES LLC (“Banc of America”), DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE FIRST BOSTON LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, SG COWEN SECURITIES CORPORATION, CREDIT LYONNAIS SECURITIES (USA) INC., SCOTIA CAPITAL (USA) INC., BNY CAPITAL MARKETS, INC., and MIZUHO INTERNATIONAL plc (collectively, the “Initial Purchasers”).
MANDALAY RESORT GROUP, as Issuer and THE BANK OF NEW YORK, as TrusteeIndenture • September 15th, 2003 • Mandalay Resort Group • Services-miscellaneous amusement & recreation • New York
INDENTURE, dated as of July 31, 2003, between Mandalay Resort Group, a Nevada corporation (“Company”), and The Bank of New York, a New York banking corporation, as Trustee (“Trustee”).
GUARANTY dated as of June 30, 2003 of MANDALAY RESORT GROUP AND ITS SUBSIDIARIES NAMED HEREIN in favor of WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION AND THE OTHER BENEFICIARIES NAMED HEREINMandalay Resort Group • September 15th, 2003 • Services-miscellaneous amusement & recreation
MASTER LEASE Dated as of June 30, 2003 among MANDALAY RESORT GROUP, MANDALAY CORP., RAMPARTS, INC., NEW CASTLE CORP., AND CIRCUS CIRCUS CASINOS, INC., as Lessees, and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity,...Master Lease • September 15th, 2003 • Mandalay Resort Group • Services-miscellaneous amusement & recreation • Nevada
This Master Lease (this “Lease”), dated as of June 30, 2003, among Wells Fargo Bank Northwest, National Association, not in its individual capacity, but solely as Trustee under the Trust Agreement dated as of June 30, 2003, having its principal office at 299 South Main Street, Salt Lake City, Utah 84111, as Lessor, and Mandalay Resort Group, a Nevada corporation, Mandalay Corp., a Nevada corporation, Ramparts, Inc., a Nevada corporation, New Castle Corp., a Nevada corporation, and Circus Circus Casinos, Inc., a Nevada corporation, as Lessees.
PARTICIPATION AGREEMENT dated as of June 30, 2003 among MANDALAY RESORT GROUP, MANDALAY CORP., RAMPARTS, INC., NEW CASTLE CORP., AND CIRCUS CIRCUS CASINOS, INC., as Lessees, MANDALAY RESORT GROUP AND ITS SUBSIDIARIES LISTED ON SCHEDULE I, as...Participation Agreement • September 15th, 2003 • Mandalay Resort Group • Services-miscellaneous amusement & recreation
This Participation Agreement (this “Agreement”), dated as of June 30, 2003, is entered into by and among Mandalay Resort Group, a Nevada corporation, Mandalay Corp., a Nevada corporation, Ramparts, Inc., a Nevada corporation, New Castle Corp., a Nevada corporation, and Circus Circus Casinos, Inc., a Nevada corporation(each, a “Lessee” and collectively, “Lessees”); Mandalay Resort Group, a Nevada corporation, and each of its Subsidiaries listed on Schedule I hereto, as Guarantors; Wells Fargo Bank Northwest, National Association, a national banking association, not in its individual capacity, but solely as Lessor and Trustee (“Trustee”); the Persons listed on Schedule III hereto, as Lenders; and Wells Fargo Bank Nevada, National Association, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Collateral Agent.
