Exhibit 99.1
AMENDMENT NO. 3 TO LOAN AGREEMENT
THIS AMENDMENT NO. 3 TO LOAN AGREEMENT (this "Amendment") is entered
into as of March 26, 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 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
unanimous consent of the Lenders in accordance with Section 13.2 of the Loan
Agreement, hereby agree to amend the Loan Agreement as follows:
1. Reduction of the Commitment. Effective March 26, 2002,
the Commitment is reduced to $400,000,000.
2. Amendment to Section 1.1 - Modification of Reduction
Dates and Amounts. Section 1.1 of the Loan Agreement is hereby amended so that
the following definitions read in full as follows:
"Reduction Amount" means, in respect of each Reduction Date,
$50,000,000.
"Reduction Date" means each Quarterly Payment Date beginning on
September 30, 2002.
3. Representations and Warranties. The Tribe and the
Borrower represent and warrant to the Administrative Agent and the Lenders that:
(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 Tribe'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
Articles 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 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 following conditions precedent:
(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
consents hereto from each of the 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 other 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 of such counterparts taken together shall be
deemed to constitute one and the same instrument.
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/ Xxxxxxx X. Xxxxxxxx
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Title: Executive Vice President/Chief Financial Officer
THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT
By: /s/ Xxxx X. Xxxxx
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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/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Vice President
