Exhibit 99.1
AMENDMENT NO. 4 TO LOAN AGREEMENT
THIS AMENDMENT NO. 4 TO LOAN AGREEMENT (this "Amendment") is entered into
as of June 21, 2002 with reference to the Loan Agreement dated as of March 3,
1999 (as amended, modified or supplemented prior to the date hereof, the "Loan
Agreement"), among The Mohegan Tribe of Indians of Connecticut, a federally
recognized Indian Tribe and Native American sovereign nation (the "Tribe"), The
Mohegan Tribal Gaming Authority, a governmental instrumentality of the Tribe
(the "Borrower"), the Lenders referred to therein, and the Bank of America, N.A.
as Administrative Agent. Capitalized terms used but not defined herein are used
with the meanings set forth for those terms in the Loan Agreement. The Borrower,
the Tribe and the Administrative Agent, acting with the consent of the Requisite
Lenders in accordance with Section 13.2 of the Loan Agreement, hereby agree to
amend the Loan Agreement as follows:
1. Amendment to Total Leverage Covenant - Section 7.12. Section 7.12 of the
Loan Agreement is hereby amended to read in full as follows:
"7.12 Total Leverage Ratio. Permit the Total Leverage 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 Quarter Ending Maximum Ratio
June 30, 2002 5.25:1.00
September 30, 2002 through
March 31, 2003 4.50:1.00
June 30, 2003 and thereafter 4.00:1.00"
2. Amendment to "Plans and Budget" Capital Expenditures - Section 7.15(a).
Section 7.15(a) of the Loan Agreement is hereby amended to read in full as
follows:
"(a) Capital Expenditures made in accordance with the Plans and Budget (and
only following their approval in accordance with Section 6.12) for the
construction of the Proposed Expansion in the aggregate amount not to exceed
$1,000,000,000."
3. Representations and Warranties. The Tribe and the Borrower represent and
warrant to the Administrative Agent and the Lenders that:
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(a) Each of the Tribe and Borrower has all necessary power and has taken
all action necessary to enter into this Amendment and to make this Amendment and
all other agreements and instruments to which it is a party executed in
connection herewith, the valid and enforceable obligations they purport to be
(including without limitation all required action of the Trib's Tribal Council
and the Management Board of Borrower).
(b) Giving effect to the execution and delivery of this Amendment and the
instruments, documents and agreements referred to herein, and to the
consummation of the transactions contemplated hereby and thereby, no Event of
Default under the Loan Agreement has occurred and remains continuing; and
(c) Each of the representations and warranties set forth in Article 4 and 5
of the Loan Agreement, as amended hereby, are true and correct as of the date of
this Amendment (other than those representations and warranties which relate
solely to a prior date, each of which was true as of that date).
4. Conditions; Effectiveness. The effectiveness of this Amendment shall be
subject to the conditions precedent that:
(a) The Administrative Agent shall have received counterparts of this
Amendment executed by the Tribe and Borrower; and
(b) The Administrative Agent shall have received written consent hereto
from the Requisite Lenders substantially in the form of Exhibit A hereto.
5. No Waiver. The waivers and consents contained in this Amendment are
limited to the matters expressed herein and do not constitute, nor should they
be construed as, a waiver of any right, power or privilege under the Loan
Documents, or under any agreement, contract, indenture, document or instrument
mentioned in the Loan Documents.
6. Effectiveness of the Loan Agreement. Except as hereby expressly amended,
the Loan Agreement remains in full force and effect, and is hereby ratified and
confirmed in all respects.
7. Counterparts. This Amendment may be executed in any number of
counterparts and all such counterparts taken together shall be deemed to
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first written above.
THE MOHEGAN TRIBAL GAMING AUTHORITY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Executive Vice President of
Finance/Chief Financial
Officer
THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Tribal Council Chairman
BANK OF AMERICA, N.A. (formerly known as
Bank of America National Trust and Savings
Association), As Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
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