ThursdayPosted Sep 30, 1999 at 12:01 AMUpdated Jan 11, 2011 at 2:06 PM

By Randall Richard and Peter Phipps

Providence Journal staff writers

MASHANTUCKET, Conn. -- The phone call from the top of the World TradeCenter to a construction trailer in Connecticut could not have been shorter ormore to the point.

It was the fall of 1990 and 23 banks had refused to lend the MashantucketPequots the money to build what would become the richest casino in the world.

But things were about to change.

The Pequots were about to shake hands with a man who had all the money theycould ever need.

As G. Michael Brown remembers that day, he had just finished breakfast withK.T. Lim, an old friend and business associate who also happened to be theeldest son of one of the 200 wealthiest men in the world.

Although Brown was working for the Pequots at the time and would become thepresident of their casino, he says his meetings in New York with the Lim familyhad nothing to do with the tribe’s need for money. He was there to advise theLim family on how best to get into the casino business in America. As it turnedout, however, a casual remark made over dinner the night before to K.T.’s fatherwould wed the Lim family’s interests with the needs of his other clients, thePequots.

It was a remark, says Brown, that would prompt the founder of the Gentinggroup, a worldwide conglomerate with interests in casinos, shipping,manufacturing and other businesses, to abruptly cancel his 2 p.m. flight to

The deal that built Foxwoods

London; a remark that would soon transform the economic landscape of

Southern New England.

Pequot tribal chairman Richard Skip Hayward was in the construction trailerthat October morning when Brown called him with the news.

“I got a hot one Skip,” Brown told him before hanging up.

Within hours, a limousine pulled up to Hayward’s construction trailer. Outstepped Lim Goh Tong, K.T.’s father and the patriarch of a gambling and cruiseship empire that includes the largest and most lavish casino in Asia.

Hayward and Lim shook hands.

Three days later, after another handshake, Lim got back into his limousine toresume his trip to London. Only this time the handshake came with a promise“We’re going to find a way to build this for you.”

Brown remembers the call, the handshake. He talked about both in interviewswith The Providence Journal.

What he does not remember is how much he told Hayward back in 1990 abouthis relationship with Genting and the Lim family. The question of Brown’srelationship with Lim and Genting became an issue in 1993 after Brown appliedfor a license to become president of Foxwoods. In the course of a routinebackground check for that application, Connecticut police Detective Kenneth R.Bissonette discovered that Brown had failed to list, as required by the state, hisbusiness ties with a Genting subsidiary.

With that information in hand, the detective, according to his report, requestedan interview with Brown in January of 1993. Bissonette did not tell Brownduring that interview that he knew of his ties to the Lim family. Instead, heasked Brown to give him the names of all past offices, trusteeships, directorshipsor fiduciary positions.

The interview with Brown, Bissonette wrote, lasted 2 hours and 54 minutes, andBrown never mentioned his ties to Genting.

Three months later, after Bissonette confronted Brown with records showinghis directorships with Genting, Brown said he had simply forgotten to mentionthem.

Bissonette was not satisfied with Brown’s explanation and would say so in hisreport to Connecticut gaming regulators.

“It is inconceivable to believe that this applicant (Brown) could have forgottenabout the directorships,” the detective wrote to his superiors in March of 1993.

In addition, Bissonette wrote “This detective was advised by the applicant that hewasn’t sure if he had ever told the Pequots that he was on the Board of Genting.

“That’s right,” Brown said, “I didn’t know whether I had or not.”

Brown’s ties to Genting surfaced again three years later in 1996, whenConnecticut’s Casino Application Review Committee considered Brown for apermanent license. This time, one of Bissonette’s superiors, Lt. Brad Beecher,who now works for the Mohegan Sun tribal gaming authority, questionedBrown’s relationship with Genting. Beecher’s concerns were noted in amemorandum to the review committee that was written by John Cotter, thecommittee’s acting chief of security.

In that memorandum, dated April 18, 1996, Cotter wrote that Lt. Beecher alsoquestioned Mr. Brown’s association with Genting as well as with theMashantucket Tribe during financing negotiations which appeared to be anobvious conflict of interest.

Cotter also wrote that Brown, when asked on April 17, 1996, to clarify hisrelationship with Genting, traced his business association with the companyback to 1984 and stated that Genting had retained his law firm to represent themfor gaming management opportunities in the U.S. He was not compensated forthe position and stated he never attended a board meeting.

To the best of his recollection, he received about five resolutions, via mail, whichhe signed and returned. In 1991, due to corporate consolidation, Brown receiveda written request to resign his position on the board, which he did.

Cotter’s memo also noted that Brown stated he did put Genting and theMashantucket Tribe together for financial funding. Brown stated that theMashantucket Tribe was fully aware of his association with Genting.

Five days after receiving Cotter’s memo, the three-member casino committeewrote “Upon consideration of the information contained therein, the committeefinds nothing of a derogatory nature that would preclude Mr. Brown fromreceiving a permanent license.”

John B. Meskill, the former executive director of the Connecticut Division ofSpecial Revenue, then granted Brown his license. Meskill, who later becameexecutive director of the Mashantucket Pequot gaming commission, declinedcomment on the proceedings.

Last month, Brown told The Providence Journal that the Pequots were aware,broadly at least, of his ties to the Lim family.

“I mean, how else,” Brown asked rhetorically, “did they (the tribe) get the money.... But this suggestion that there was some scheme or some sneaky plan to tryand find an Indian tribe to loan money to is bull.”

Brown said his relationship with Connecticut state police was strained ever sinceBrown said he referred to a few detectives as Keystone Cops.

“This was Connecticut state police on a witch hunt to try and get something oncasino guys. And they didn’t like the idea that I had been director of gaming inNew Jersey and when they tried to come down here to try to dig up somethingon me they got shut off,” Brown said.

Brown talked about Genting, Lim and Lim’s casinos around the world in a seriesof interviews with The Journal beginning in 1997.

Brown said he met the Lim family sometime in the fall of 1983 while in Australiaduring a leave from his job as director of the New Jersey casino controlcommission. Genting was one of several companies seeking a casino license.Brown was in Australia advising the government on the pros and cons of casinogambling.

Genting lost. Brown says the Australian government, based in part on hisrecommendation, granted the license to Hilton Hotels.

Not long after that decision, Brown quit his job as director of New Jersey’sdivision of gaming and went into private practice. About a year later, duringanother visit to Australia, Brown got a call at his hotel from Colin Au, Lim’smanaging director at Genting. Au and Lim’s son, K.T. Lim, asked him to dinnerin Melbourne.

The meal went well and Brown ultimately accepted a consulting job withGenting.

Over the next few years, Brown says, he helped the Lim family develop theBurswood Island casino resort in Perth, Western Australia, and introduced theLim family to the Lucayan Beach Hotel on Grand Bahamas Island.

Eventually, Lim’s company bought the casino at Lucayan Beach “I went there as akind of pre-opening chief executive to get the project organized, hired somepeople to run it, supervised the pre-opening construction, got it open andoperational.

Brown did not tell the state of Connecticut about his work for Lim in Australiaand the Bahamas until 1996 when he was up for a permanent license to runFoxwoods.

Lim, says Brown, built his first casino on an isolated mountaintop in Malaysia, aMuslim country that officially frowns on gambling. Lim was given Malaysia’sonly gambling concession in 1969 by the nation’s first prime minister as a rewardfor building a road to the peak of Gunung Ulu Kali, a mountain in Malaysia.

The prime minister, Brown says, was so impressed with Lim’s engineering featthat he gave the young Chinese-born contractor a three-month gaming license.

Lim’s license, says Brown, has been renewed at three-month intervals ever since,and what began as a tiny 38-room hotel is now a mini-metropolis, a sort ofDisneyland meets Vegas atop an exotic mist-shrouded mountain.

Asia’s high rollers can now swoop down onto heliports atop high-rise towersthat house a resort staff of 8,500. They can choose from among the best and themost luxurious penthouse suites in five world-class hotels, dine in one of dozensof restaurants, play golf on an 18-hole course carved out of the jungle highlandsand send their children off to amuse themselves at the most sophisticated themepark that side of Orlando.

Some of those high rollers, explains a resort hostess during a reporters’ visit toGenting Highlands, guard their privacy jealously. And for them, she says, there’sthe exclusive international room, a private casino just off a penthouse swimmingpool, a pool as garish and as grand as the fabled baths of ancient Rome.

For the helicopter-deprived, there’s a special garage behind the plushest of thefive hotels, a garage from which publicity shy millionaires, still comfortablyensconced behind the tinted windows of their armored limousines, are takenquickly and discretely to their rooms, 26 stories above.

For those who travel by bus overnight from Singapore, there’s the eerie thrill ofa spectacular 20-minute ride on Lim’s new skytrain, a ride that carries youinexorably toward a distant glow of far-off lights, as if into some monstrousgalactic mothership whose size is only slowly revealed as it swallows you fromthe interstellar darkness.

Yes, Lim concedes as he chuckles to his second in command, there is a bit of theStar Trek grandeur about the ride.

What Lim had built in the East, he also wanted to create in the West. And whileit would take an act of Congress, the re-creation of Hayward’s Indian tribe and aSupreme Court battle, Lim would get what he was looking for -- a piece of thegambling action in the richest country in the world.

“Whenever they came through New York, they’d call me and I’d meet them fordinner ... and I’d give an update on what was going on in the industry and thenthey gave me specific assignments,” Brown says.

For Lim, Brown says, first and foremost is exclusivity. No competition.

In October of 1990, at one of those dinner meetings, Lim, after chatting withBrown about a possible takeover of the Dunes casino operations, made the casualinquiry that would change Southeastern New England.

" the way,” Brown recalls Lim asking, “what else are you working on?”

I told him that this Indian tribe I was working for had the right to build a casino,but couldn’t find the money, Brown says.

“Tell me about it,” Lim says.

“So I tell him the whole story. ... They’re sound. They’re good business people.They’re nice people. They have a successful bingo operation. They just needmoney.”

“Well, we’ll think about it, Brown says Lim tells him, “and we’ll let you know.”

The next morning, at breakfast at the World Trade Center, one of Lim’s sonstold Brown that Lim had canceled a scheduled flight that afternoon to Londonand that Lim wanted, instead, to pay a visit to the tribe.

“So we jumped in a limousine and we came up here (to Ledyard) and I calledSkip.” I said, “I got a hot one,” Skip told him who they were and that thechairman of that company wanted to meet him. They met in a constructiontrailer and took a tour of the reservation.

“Coming up with $50 million to $60 million needed to build the casino didn’tseem like a problem. Lim, unlike the bankers, was not all hung up on the factthat you couldn’t foreclose on a mortgage,” Brown says.

Lim, Brown says, saw the loan as a relatively low risk, potentially high payoffventure, an opportunity to break into the American gaming market without thecompetition of Atlantic City or Las Vegas.

“He saw the possibility here. He had the vision. He had the experience. So hecould see here what no bank could see, what no other lender could see. He saw avision of creating a major resort in southeastern Connecticut and using gamingas the economic engine to drive it and pay for it. That’s what he had done on theislands,” Brown says.

In return for the casino loan, Lim wanted 50 percent ownership. Hayward, whohad been turned down by the 23 bankers, didn’t have a problem with that,Brown says.

Brown knew that such an arrangement would violate federal law.

Non-Indians, Brown explained to a somewhat mystified Lim, cannot own acasino on an Indian reservation. The 1988 Indian Gaming Law specifies thattribes must be the primary beneficiaries of Indian gaming and that only Indianscan own Indian casinos on Indian land.

Lim assured Hayward that all obstacles could be overcome. And three days later,says Brown, Lim left Ledyard, with a handshake and his solemn promise We aregoing to find a way to build this for you.

Over the next several months, as Brown and the tribe’s other lawyers engaged ina two-pronged strategy of negotiation and legal confrontation with the state ofConnecticut, Kien Huat, a Lim family company, hired Cleary, Gottlieb, Steen &Hamilton, one of Manhattan’s most prestigious firms, to draft an agreement withthe Pequots.

Brown handled dealings with the courts and the state of Connecticut. BarryMargolin, a Maine attorney specializing in Indian affairs, represented thePequots in their loan negotiations with Cleary and Gottlieb.

As Brown describes his role in the birth of Foxwoods “I was wearing three orfour hats. I was a lawyer. I organized the tribal gaming commission. I helpedthem hire people like Al Luciani to start up the company, the management of thefacility. And I had Genting to come in and to lend them the money. I didn’tnegotiate the loan. I put the parties together, told them what we needed, andthen the tribal attorney negotiated with Cleary and Gottlieb on the loanagreement.

A key element in that loan agreement, one that Brown calls a home run,stipulates that Lim, on top of the interest on the outstanding balance of his loan,gets 9.99 percent of casino adjusted gross income until the year 2016.

A confidential bond prospectus obtained by The Providence Journal calls that 9.9percent contingency interest, a percentage of the casino’s adjusted gross incomepaid monthly and contingent upon the casino making a profit. According to theprospectus, adjusted gross income is defined as income before subtractinginterest, depreciation and amortization. The adjusted income used in figuringcontingency interest is then reduced by $5.3 million a year.

The Pequots pay the contingency interest to Kien Huat Realty Limited, a Limfamily business in Kuala Lumpur.

Brown says contingency interest is sometimes used as an incentive in thegambling industry to clinch financing arrangements between operators and theirpotential lenders. These contingency interest payments give the Lim family a cutof casino income without being responsible, as an owner might be, for losses.The payments are separate from the interest and principal payments on the KienHuat loan.

According to the prospectus, the loan agreement gives Kien Huat the right totake control of the casino’s assets in the event of a default, and also gives it theright, pending approval by the National Indian Commission, to compel the tribeto find a management contractor to run the casino until the family gets itsmoney back.

So it gave them the right to come in and run the facility and pay themselves off,Brown explains.

The loan is secured by a mortgage lease that, in the event of a default, gives KienHuat exclusive rights, for the term of the lease, to all land, building and fixturesassociated with the casino, including all air, water and easement rights.

Lim, according to the prospectus, also got veto power over casino spending andborrowing until the year 2016. Further, the tribe agreed to deposit all thecasino’s daily receipts now amounting to roughly a billion dollars a year intoKien Huat’s accounts for the 25-year term of the loan.

As a practical matter, the managers at Foxwoods may pay operating bills as theycome due, as long as the tribe isn’t in default on its obligations to Kien Huat.

The National Indian Gaming Commission (NIGC) was the federal officeestablished to regulate Indian casinos in 1991 when the loan agreement wassigned. Fred Stuckwisch, the commission’s director of audits and contracts, sayshe believes someone from Foxwoods discussed elements of the agreement withofficials at his agency.

At the time, he says, his agency, authorized by Congress in 1988, was not in aposition either to approve or reject the contract because it had not yet finishedwriting its final rules and regulations. As a result, says Stuckwisch, his agencywithout taking any formal action passed the loan agreement along to the federalBureau of Indian Affairs for its review.

The Bureau of Indian Affairs ruled that the mortgage leases that were presentedto it in 1991 for its review conformed to bureau regulations governing triballand and sovereignty.

On another front, Brown and the Pequots were fighting in court and at thebargaining table with the state of Connecticut over the terms of a casinocompact between the state and the tribe.

The tribe prevailed. And a few days after winning at the U.S. Supreme Court,the Pequots closed their deal with Kien Huat.

According to the lease on file at Ledyard Town Hall, Skip Hayward signed forthe tribe. K.T. Lim, Lim Goh Tong’s son, signed for Kien Huat. And B.D. Ott,eastern area director for the Bureau of Indian Affairs, signed for thegovernment.

Within weeks, construction was under way.

Lim’s people, Brown says, took a very active role in the design and made a lot ofrecommendations on parking, and flow of people and casino layout.

Foxwoods opened on Feb. 15, 1992, and if there was ever any doubt of success, itdidn’t last long.

From day one, the patrons and the money poured in at a furious pace. As Brownrecalls that first day, the plan was to close down at 4 a.m., count the money andbring in the folks with the vacuum cleaners to tidy up before reopening for the

next day’s business at noon.

The people just kept coming through doors, says Brown, past midnight, past —a.m., past 2 a.m., — a.m., 4 a.m., when 2,000 people were still in the casinogambling.

Finally, says Brown, the managers surrendered to the onslaught and gave uptrying to close the casino.

Brown, in those wild early days, was working as chairman of the MashantucketPequot Gaming Commission, a tribal entity charged with overseeing casinooperations. He didn’t stay in that job for long. Several months after the opening,Foxwood’s first president, Al Luciani, resigned and the Tribal Council namedBrown to replace him.

He stepped into a whirlwind.

Gamblers from New York to Maine were pushing the casino to its capacity andbeyond. There were lines at slot machines and the parking lots were jammed.Brown says he told the Pequots to do what Lim has always done.

“Expand! Expand! Expand!” he says.

The Lim family, says Brown, were the big proponents of expansion and theywere able to educate the tribe in those very sophisticated business judgments.This time, Brown says, the bankers were more than eager to lend the tribemoney.

But, he says, “we really stuck with Genting, signing a second loan with the Limfamily in April of 1993 for what turned out to be $153 million.”

The tribe also signed a second lease with Kien Huat, similar to the first. ColinAu, Lim’s managing director, signed on behalf of the lessee Kien Huat Realty IIand Hayward and Ott signed for the Pequots and the Bureau of Indian Affairs.Brown and Margolin were witnesses.

The tribe used the money to expand parking, increase casino capacity and paydown 90 percent of Lim’s original loan of $58.3 million. The second loan wasn’tmuch different from the first, except that it applied to future expansion.

According to the prospectus, Kien Huat instead of charging the tribe 4.5percentage points above the annual interest rate on 10-year Treasury notesoffered to lend to the Pequots at 3.5 percentage points above Treasuries. Onceagain, Lim would get 9.99 percent of Foxwoods’ income but not just on thebingo hall and casino financed by the first loan. This time, the 9.99 percent

would be figured on the whole casino enterprise, including what the prospectuscalls future facilities.

In 1995, according to the prospectus, Lim got at least $21.6 million incontingency interest. The loan balance at that time was $21.2 million.

A year later, after the Mohegan Sun opened just 10 miles down the road underthe guidance of a consortium headed by South African casino magnate SolKerzner, Lim’s $21.6 million figure dropped to $16.7 million.

Since then, however, both Foxwoods and the Mohegan Sun have managed togrow and prosper. The casinos agreed to give the state 25 percent of their slotmachine revenues so long as there are no non-Indian casinos in Connecticut.

“Yes,” acknowledges Brown, “it’s a great return for Lim Goh Tong.”

Tribal leaders have declined to be interviewed about the tribe’s finances and itsbusiness dealings with Lim and Brown. Casino managers say the Pequots arehappy with their deal and would sign it again. But they too declined to commenton the agreement, citing a confidentiality clause.

Brown left Foxwoods in 1997. He launched a gambling cruiseship in New YorkCity with members of the Lim family.

Under Brown’s replacement, Floyd “Bud” Celey Jr., former top casino executivefor Hilton hotels, Foxwoods continued to expand, using the proceeds from thesale of $200 million in bonds sold to investors in 1996. The tribe went back toWall Street in 1997 for another $300 million.

It shows.

Today, with 11,700 workers, Foxwoods is Connecticut’s largest privateemployer. Off reservation, the tribe has opened a shipyard in New London tobuild high-speed ferries, built a golf course in Rhode Island, a hotel in Mystic

and launched a nationwide network that distributes pharmaceuticals.

The casino itself has 5,850 slot machines and 315,310 square feet of gamblingspace in six casino areas. As Casino Player Magazine puts it, there isn’t a casinoon earth that comes close to duplicating these numbers.

Foxwoods is also one of Connecticut’s richest sources of revenue. Although thestate, like the federal government, cannot tax the casino’s profits, in 1998, thePequot’s slot machine payments to the state totaled $165 million.

In Washington, D.C., the Pequots have given $10 million to the Smithsonianand more than $1 million to the Republican and Democratic national electioncommittees.

The tribe has also made major improvements at the reservation, including astate-of-the-art public safety building, a community center and a high-tech watertreatment plant and a fish hatchery.

Then there is one of the most innovative and costly community projects of allthe recently opened and critically acclaimed tribal history museum and ethnicresearch center. The facility, the tribe says, cost $195 million.

About 40 members of the 500-member tribe were employed, as of last year, atthe casino where their compensation must be in line with what non-tribalmembers are paid. Under an incentive program based in part on a tribalmembers’ willingness to do volunteer work on the reservation, many tribalmembers also receive an unspecified monthly disbursement from casino income.One tribal member, who works at the museum gift shop, said the bonus equalsabout half of her hourly wage.

Pequot families also get mortgage guarantees; their children get free tuition andcollege stipends.

Brown says its been a win-win situation for everyone involved for theMashantucket Pequots, for the Lim family, for the state of Connecticut and forthe thousands who have found jobs at the Foxwoods complex.

In Kuala Lumpur, in his penthouse suite from where he looks down on theminarets of his adopted homeland, Lim offers a chair to a visiting reporter fromRhode Island. As lunch progresses, Lim’s managing director steers theconversation to international affairs. Lim, sitting at the center of the table, seemsonly mildly interested.

His visitor takes the opportunity to ask him about a story that Brown tells, astory about how he and Hayward seemed to hit it off right from the beginning.There was a personal chemistry between Lim and Hayward, says Brown, thatgrew from their humble origins, from their love of family and from their sharedrespect for ancient values and traditions.

Lim smiles and waves his hand dismissively. There is a twinkle in his eye andsoft laughter in his voice.

“It was,” he declares in a stage whisper, “a very good business deal.”

The Pequots’ casino is about twice the size of the MGM Grand, the largest casinoin Las Vegas.

And it’s rich

With more than $1 billion of annual revenues, Foxwoods is probably the largestbusiness in Southeastern New England. It does almost as much business asElectric Boat, dwarfing all but a handful of companies in Southeastern NewEngland. For example, Textron, Rhode Island’s largest corporation, does $10billion of business each year, but those revenues come from all over the world.

Here are some statistics that set Foxwoods apart 315,310 square feet of gamblingspace in six casino areas 5,850 slot machines 342 gaming tables offering 14different games A 3,200-seat bingo hall 11,700 employees A 200-seat Racebookarea with a 50-foot-high projection screen and 12 betting windows A 1,400-seatperformance center, a 4,000-seat multipurpose theater and a 360-degree videotheater 24 food and beverage outlets ranging from eight gourmet diningestablishments to delis, buffets and fast food eateries 17 retail shops 1,416 hotelrooms in three hotels 55,000 square feet of meeting space All within a totalcomplex of 4.7 million square feet

SOURCES Pequots’ bond prospectus; Sebastian Sinclair, analyst for Christiansen& Company, New York casino consultants; Foxwoods; state of Connecticut.

Randall Richard Providence Journal staff writer

Presidential hopeful John McCain, the former chairman of the Senate’ssubcommittee on Indian Affairs, has joined a long bipartisan list of electedofficials who have successfully raised significant campaign cash from the Pequottribal nation.

A spokesman for McCain, a leading proponent of campaign finance reform, saidthe Republican senator from Arizona raised $25,000 to $30,000 as a result of afund-raising visit earlier this year to the tribe’s reservation in Mashantucket.McCain has been a long-time critic of unlimited “soft money” contributions topolitical parties money that is often used to help individual candidates.

Howard Opinsky, a spokesman for the McCain for President campaign, saidMcCain’s summer fundraising visit to Mashantucket is consistent with thesenator’s view that candidates should not be allowed to accept donations inexcess of $1,000. Opinsky said all of the Pequots’ donations were under $1,000.

“His complaint about campaign finance,” declared Opinsky, “has specifically beenabout soft money and the overwhelming amounts of money that special interestsand corporate donors can give into political campaigns without limits.

“He has never been critical of the thousand dollar limit under which he raisesmoney. ... His focus has been on the unlimited soft money donations that arecontributed and the access and special rights that those donations buy.”

In this case, said Opinsky, the money came “from supporters within the Pequottribe who have been supporters of Sen. McCain for years because of his supportfor Native American rights.”

Since the opening of Foxwoods in 1992, the Pequots have made more than amillion dollars in “soft money” contributions to the national campaigncommittees of both parties.

In addition to those larger contributions, individual tribal members have showntheir financial support for a number of congressional candidates, both fromwithin Connecticut and nationwide.

Among other senators who have garnered financial support over the years fromindividual tribal members is Hawaii Democrat Daniel K. Inoyue, another ex-chairman of the Senate’s Indian Affairs committee.

The Providence Journal-BulletinTHE BIG PRINT

Kien Huat Realty Ltd., a Malaysian company controlled by the family of LimGoh Tong, gets 9.99 percent of the net income from the entire casino operationuntil the year 2016.

All casino receipts are deposited daily into accounts bearing the name Kien Huat.

The Pequots cannot pay off the last 10 per cent of their two loans from KienHuat until 2016.

Kien Huat also gets principal and interest payments on the balance of those twoloans. The first loan carries an interest rate that is 4.5 percent over the rate paidon 10-year Treasury notes; the second carries a rate that is 3.5 percent aboveTreasury.THE FINE PRINT

The following excerpts come from a confidential bond prospectus given topotential investors by the Mashantucket Pequots in 1997

The original casino facilities at Foxwoods (excluding the original bingo hall) wasfinanced principally by the Kien Huat Senior Debt. The principals of Kien Huathave significant ownership interests and management responsibilities in theGenting Group, a publicly held Malaysian corporation which operates gaming,resort and other enterprises in Malaysia and internationally.

The Tribe has granted to Kien Huat, liens on Foxwoods, including mortgageleases on the land used by the Enterprise, and security interests in substantiallyall of the tangible and intangible personal property of the Enterprise, including alien on revenues and cash and securities in bank deposit accounts.

The Tribe and Kien Huat I entered into a construction loan agreement dated asof ... This loan bears interest at a floating rate equal to four and one-half percentabove the 10-year U.S. Treasury note, adjusted monthly, together withcontingent interest throughout the 25-year term of the loan at the rate of 9.99percent of adjusted net income of the Enterprise from the bingo hall and fromthe casino facility that was financed by the Construction Loan Agreement.

Floating rate interest and contingent interest are payable monthly in arrears. Forpurposes of computing contingent interest, adjusted net income is defined as netincome for GAAP purposes with the following material adjustments interest,depreciation and amortization are added back to net income, and net income isreduced by an adjustment of $5.3 million annually.

The Tribe drew total advances of approximately $58.3 million under the KienHuat I loan. Mandatory prepayment requirements of the Construction LoanAgreement required prepayment from excess cash flow of the Enterprise until 90percent of the original principal was repaid; the balance may not be repaid untilthe expiration of the 25-year term.

Subsequently, the Tribe entered into a term loan agreement dated as of April 30,1993 ... with Kien Huat II to provide funds to prepay a portion of the loansadvanced under the Construction Loan Agreement and to accelerate the ongoingexpansion of the casino properties. The Term Loan Agreement authorizes acredit facility of $175 million, which may be borrowed, repaid and reborrowedfrom time to time during the initial five years of the 25-year term, except thatten percent of the maximum amount of advances borrowed at any time may notbe prepaid during the term of the loan.

Loans under the Term Loan Agreement bear interest at a floating rate equal tothree and one-half percent over the ten-year U.S. Treasury note, adjustedmonthly, together with contingent interest at a rate of 9.99% of adjusted netincome realized during the 25-year term of the loan from all additional casinoand casino hotel facilities not subject to the Construction Loan Agreement ...

The principal amount outstanding under the Term Loan Agreement has beenprepaid to the minimum permitted amount of approximately $15.4 million. Thisamount is not subject to optional prepayment and is due on the final maturitydate of the Kien Huat II loan in 2016...

The Kien Huat Agreements are secured by security interests in and pledges ofthe tangible and intangible personal property of the Tribe relating to the bingoand casino facilities, including the revenues and deposit accounts of theEnterprise (other than the Collateral Accounts secured under the CollateralTrust Agreement) and by mortgage leases on the land on which the bingo and

casino facilities are located. All revenues of the Enterprise are deposited on adaily basis with commercial banks in accounts bearing the names of Kien Huat.

The mortgage leases are permitted under 25 U.S.C. 415 and have been approvedby the Bureau of Indian Affairs as required by that statute. Each mortgage leasegrants to the lessee, respectively Kien Huat I and Kien Huat II, a leaseholdinterest for a term of 25 years, renewable for an additional 25-year term thelessees may take possession only following an event of default under theapplicable Kien Huat Agreement. Because of restrictions contained in IGRA, alessee under these arrangements could not directly operate gaming activities onthe premises but could sublease the premises back to the Tribe for suchoperations.

The Kien Huat Agreements also contain a number of alternative remedies in theevent of any default, including the lenders’ rights to require the Tribe to enterinto a management contract for the operation of the casino (subject to astatutory requirement for approval of such an agreement by the National IndianGaming Commission); to require the Tribe to replace senior management withexecutives approved by the lenders; to require the appointment of a receiver tohandle casino revenues; and to require the Tribe to comply with the lenders’instructions for the cure of any defaults.

Each of the Kien Huat Agreements also is secured by a security agreement andgeneral assignment pledging all of the personal property of the Enterprise,including revenues and bank accounts and other liquid assets, as security for therespective loans. With respect to each of the Kien Huat Agreements and therelated security agreements, the Tribe has expressly waived its sovereignimmunity from suit in any form and consented to the exercise of jurisdiction bythe Connecticut and New York state courts over any action arising therefrom.

LIM GOH TONG

BORN Fujian, China

HOME Kuala Lumpur, Malaysia

AGE 81

EMPLOYMENT

Laborer Built sidewalks by hand along the Yangsei River as a teenager.Emigrated to Malaysia from China in 1937 at age 19. Construction workerCarpenter Junk dealer Contractor Worked on irrigation, dam and bridgeprojects throughout Malaysia Prospector & miner Ownership interests in marbleand granite quarries, iron mines and tin dredges Developer Began in 1965building a road to the peak of Gunung Ulu Kali in Malaysia to pave the way forthe opening of a 38-room resort atop the mountain. Casino operator Aftercompleting the road to the top of Grunung Uli Kali, Lim was granted a three-month casino license in 1969 by Malaysia’s first prime minister. Money from thecasino has been used to develop Genting Highlands, Asia’s premiere theme-park-casino-resort. The complex now includes five luxury hotels, several casinos, theworld’s fastest skytrain and a Disney-style family theme park employing morethan 8,500 workers. Board chairman of The Genting Group, an internationalconglomerate that controls casinos in Asia, Australia and the Caribbean, as wellas paper mills, palm oil plantations and hydroelectric power plants in Asia andreal estate holdings throughout the world.Awarded the title Tan Sri by HisMajesty, the Yang DiPeruan Agong ofMalaysia, in 1979, for his “contributions tothe country and his resolute determination toward success.“Listed by ForbesMagazine as the 161st richest man in the world. He is tied with Ralph Lauren,financier Carl Icahn and movie-maker George Lucas.Source G. Michael Brown,press and corporate reports.

G. MICHAEL BROWN

BORN Newark, N.J.

HOME Sea Girt, N.J.

AGE 57

EDUCATION Law degree, 1967. Seton Hall University School of Law

MILITARY U.S. Army, 1967-1969, Staff Judge Advocate’s Office, SaigonSupport Command, Long Binh, Vietnam

EMPLOYMENT

Essex County Prosecutor’s Office, New Jersey Division of Criminal Justice.Earned a reputation as a major crime fighter with the successful prosecution ofthe head of the Genovese crime family in New Jersey. New Jersey Division ofGaming Enforcement director 1980-1982 Private law practice, Brown andMichael, Newark and Atlantic City Former director Genting International, acompany controlled by Malaysian gambling tycoon Lim Goh TongLegal counsel,Mashantucket Pequot Tribal Nation 1990-1993Handled tribe’s lawsuit againststate of Connecticut for permission to open Foxwoods.Won that right beforethe U.S. Supreme Court.Negotiated casino compact with the state ofConnecticut.Chairman, Mashantucket Pequot Gaming commission 1992-1993Partner, Manhattan Cruises, with Lim Goh Tong’s son, K.T. Lim, andColin Au, managing director of Genting InternationalSource Brown, pressreports, state records.

RICHARD A. (SKIP) HAYWARD Jr.

BORN New London, Conn.

HOME Mashantucket, Conn.

AGE 51

EDUCATION North Kingstown High School

FAMILY HISTORY

As children of a United States Navy serviceman, Hayward and his sister, TeresaBell, grew up in Louisiana, Florida, California and Rhode Island, but lived forseveral months at a time with their maternal grandmother, Elizabeth GeorgePlouffe, on the 178-acre Pequot Indian reservation off Route 114 in Ledyard.

EMPLOYMENT

Worked as a pipefitter, welding submarine parts at Electric Boat in Groton.Periodically left his job at Electric Boat to help build nuclear power plantsthroughout the Northeast. Elected chairman of the Mashantucket Pequot tribalcouncil in 1975, eight years before the tribe was recognized by the federalgovernment. Worked throughout the mid-1980s on a number of federallysubsidized tribal businesses that included logging, lettuce farming, a gravel pit

and a pizza parlor. None were successful. Chairman Mashantucket TribalCouncil until January 1999.Source Brown, Pequots, press reports.

The Journal-Bulletin, Providence, RI

Top Providence Journal photo by Bob Thayer

The Foxwoods Resort Casino rises from theConnecticut woods, a billion-dollaroperation that has continually expanded since its opening in 1992.