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Escrow Deposit Agreement

This is an actual contract by Mohegan Tribal Gaming Authority.

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Sectors: Services
Governing Law: Connecticut, View Connecticut State Laws
Effective Date: March 03, 1999
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EXHIBIT 10.11


ESCROW DEPOSIT AGREEMENT


THIS AGREEMENT, dated as of the 3rd day of March, 1999 (the "Agreement"), is by and among the Mohegan Tribal Gaming Authority (the "Issuer") and First Union National Bank, as Defeasance Agent (the "Defeasance Agent").


A. WHEREAS, the Issuer issued $90,000,000 in principal amount of its
Subordinated Notes (the "Notes") pursuant to a Note Purchase Agreement by
and between the Issuer and Sun International Hotels Limited ("Sun
International") dated as of September 29, 1995 (the "Note Purchase
Agreement"). All capitalized terms used herein and not otherwise defined
shall have the meanings ascribed thereto in the Note Purchase Agreement.


B. WHEREAS, $90,000,000 in principal amount of the Notes remains outstanding,
all of which are currently held by Sun International and Waterford Gaming,
LLC ("Waterford Gaming", and together with Sun International the "Note
Holders") in the amounts set forth opposite their names on the signature
pages hereto.


C. WHEREAS, the Issuer has elected to provide for a Covenant Defeasance of the
Notes pursuant to Section 12.03 of the Note Purchase Agreement and has
delivered or will deliver to First Union National Bank as Trustee for the
Senior Secured Notes, a certificate calling for the redemption of the Notes
on January 1, 2000.


D. WHEREAS, Section 12.04(a) of the Note Purchase Agreement provides that
Issuer must irrevocably deposit with an agent, which may be the Defeasance
Agent, in trust, for the benefit of the Note Holders, cash in United States
dollars, non-callable Government Securities, or a combination thereof, in
such amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants as evidenced by a
certificate delivered to the Defeasance Agent, to pay the principal of,
premium, if any, and interest on the outstanding Notes on the stated
maturity date or on the applicable redemption date, as the case may be and
the Issuer must specify whether the Notes are being defeased to maturity or
to a particular redemption date.


E. WHEREAS, the Issuer and the Note Holders have agreed that the obligations of
Section 12.04(a) of the Note Purchase Agreement are satisfied by the deposit
of sums pursuant to two (2) side letters dated February 22, 1999 attached
hereto ("Side Letters").


F. WHEREAS, Defeasance Agent has agreed to accept, hold, and disburse the funds
deposited with it and the earnings thereon in accordance with the terms of
this Agreement and the Side Letters.


G. WHEREAS, in order to establish the escrow of funds for the covenant
defeasance of the Notes and to effect the provisions of the Note Purchase
Agreement and the Side Letters, the parties hereto have entered into this
Agreement.


STATEMENT OF AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:


1. Definitions. The following terms shall have the following
----------- meanings when used herein:


"Defeasance Funds" shall mean the funds deposited with Defeasance Agent pursuant to this Agreement, together with any interest and other income thereon, which funds shall include, without limitation, the initial sum of One Hundred Forty Million Three Hundred Thousand Dollars ($140,300,000).


"Redemption Date" shall mean January 1, 2000.


"Joint Written Direction" shall mean a written direction executed by the Representatives and directing Defeasance Agent to disburse all or a portion of the Defeasance Funds or to take or refrain from taking an action pursuant to this Agreement.


"Representatives" shall mean authorized representatives of the Issuer and the Note Holders.


2. Appointment of and Acceptance by Defeasance Agent. The Issuer
------------------------------------------------- hereby appoints Defeasance Agent to serve as defeasance agent hereunder. Defeasance Agent hereby accepts such appointment and, upon receipt by wire transfer of the Defeasance Funds in accordance with Section 3 below, agrees to
--------- hold, invest and disburse the Defeasance Funds in accordance with this Agreement.


3. Creation of Defeasance Funds. On March 3, 1999, Issuer will
---------------------------- transfer the sum of One Hundred Forty Million Three Hundred Thousand Dollars ($140,300,000) to Defeasance Agent, by wire transfer of immediately available funds, to the following account:


First Union National Bank
Charlotte, North Carolina
ABA # [053000219]
Credit: D/5000000016439 Trust Ops
FFC: A/C #9572832469 Mohegan/Sun ESC
ATTN: CT-9750 Hartford


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4. Disbursements of Defeasance Funds.
---------------------------------


a. Joint Written Direction. Defeasance Agent shall disburse
-----------------------
Defeasance Funds, at any time and from time to time, in
accordance with a Joint Written Direction of the Issuer and
the Note Holders.


b. Redemption Date. On the Redemption Date, Defeasance Agent
---------------
shall apply the Defeasance Funds to the redemption of the
Notes in accordance with and at the price set forth in the
Side Letters without any further instruction or direction,
by payment to the holders of the Notes as set forth on the
registration books of the Issuer on the 15th day
immediately preceding the Redemption Date. Any payment due
on a date other than a banking day shall be made on the
next banking day. Any balance of the Defeasance Funds
remaining after redemption of the Notes as aforesaid shall
be remitted by the Defeasance Agent to the Issuer.


5. Disbursement Into Court. If, at any time, there shall exist any
----------------------- dispute between Issuer or Note Holders with respect to the holding or disposition of any portion of the Defeasance Funds or any other obligations of Defeasance Agent hereunder, or if at any time Defeasance Agent is unable to determine, to Defeasance Agent's sole satisfaction, the proper disposition of any portion of the Defeasance Funds or Defeasance Agent's proper actions with respect to its obligations hereunder, or if the Representatives have not within 30 days of the furnishing by Defeasance Agent of a notice of resignation pursuant to Section 7 hereof, appointed a successor Defeasance Agent to act
--------- hereunder, then Defeasance Agent may, in its sole discretion, take either or both of the following actions:


a. suspend the performance of any of its obligations (including
without limitation any disbursement obligations) under this Agreement until
such dispute or uncertainty shall be resolved to the sole satisfaction of
Defeasance Agent or until a successor Defeasance Agent shall have been
appointed (as the case may be); provided however, that Defeasance Agent
-------- -------
shall continue to invest the Defeasance Funds in accordance with Section 6
---------
hereof; and/or


b. petition (by means of an interpleader action or any other
appropriate method) any court of competent jurisdiction in any venue
convenient to Defeasance Agent, for instructions with respect to such
dispute or uncertainty, and to the extent required by law, pay into such
court, for holding and disposition in accordance with the instructions of
such court, all funds held by it in the Defeasance Funds, after deduction
and payment to Defeasance Agent of all fees and expenses (including court
costs and attorneys' fees) payable to, incurred by, or expected to be
incurred by Defeasance Agent in connection with the performance of its
duties and the exercise of its rights hereunder.


-3-


Defeasance Agent shall have no liability to Issuer, Note Holders, their respective shareholders or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of funds held in the Defeasance Funds or any delay in or with respect to any other action required or requested of Defeasance Agent.


6. Investment of Funds. Defeasance Agent shall invest the
-------------------
Defeasancee Funds in the manner set forth in Schedule 1 attached hereto.
Each of the Issuer and the Note Holders agree that said investments will
provide sufficient funds to redeem the Notes in full on the Redemption
Date. In the event, for any reason that it becomes necessary to reinvest
any Defeasance Funds, Defeasance Agent shall do so as the Representatives
jointly shall direct; provided, however, that no investment or reinvestment
may be made except in Government Securities, in accordance with the terms
of the Note Purchase Agreement.


If Defeasance Agent has not received a Joint Written Direction at any time that an investment decision must be made, Defeasance Agent shall invest the Defeasance Funds, or such portion thereof as to which no Joint Written Direction has been received, in overnight Government Securities. Each of the foregoing investments shall be made in the name of Defeasance Agent. Notwithstanding anything to the contrary contained herein, Defeasance Agent may, without notice to the Representatives, sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Defeasance Agent shall not be liable or responsible for any loss, cost or penalty, resulting from any such sale or liquidation. With respect to any funds received by Defeasance Agent for deposit into the Defeas
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