Attached files
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EX-10.1 - EX-10.1 - River Rock Entertainment Authority | a11-30977_1ex10d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2011
River Rock Entertainment Authority
(Exact name of registrant as specified in its charter)
Not Applicable |
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333-115186 |
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68-0490898 |
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95441 |
3250 Highway 128 East
Geyserville, California
(Address of principal executive offices)
(707) 857-2777
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
As previously disclosed, River Rock Entertainment Authority (the Authority), an unincorporated governmental instrumentality of the Dry Creek Rancheria Band of Pomo Indians, a federally recognized Indian tribe (the Tribe), has commenced an offer to exchange (the Offer) all of the Authoritys outstanding 93/4% Senior Notes due 2011 (the Existing Notes) for new 9% Series A Senior Notes due 2018 or new 7½% tax-exempt Series B Senior Notes (collectively, the New Notes) and a solicitation of consents to (i) proposed amendments to the indenture governing the Existing Notes (the Existing Indenture) and related collateral documents (the Proposed Amendments), and (ii) the waiver of existing defaults or events of default under the Existing Indenture. The Offer is being made pursuant to the Offering Circular and Consent Solicitation Statement of the Authority dated November 18, 2011 (the Offering Circular). The Proposed Amendments require the consent of the Holders of 66-2/3% in aggregate principal amount of the outstanding Existing Notes (the Requisite Consents).
The Existing Notes are secured by liens on the Authoritys assets, including a security interest in the deposit accounts maintained by The Bank of the West (the Bank) for the Authority pursuant to a Deposit Control Account Agreement, dated January 11, 2010 (the Existing Control Agreement), among the Tribe, the Authority, the Bank and U.S. Bank National Association, as trustee under the Existing Indenture (the Existing Notes Trustee).
If the Requisite Consents are obtained and the other conditions to the Offer and Consent Solicitation are satisfied or waived, the Authority and the Tribe intend to execute on or immediately following the date when such Requisite Consents are received, and the Authority intends to request that the Existing Notes Trustee execute, among other things, an Amended and Restated Deposit Account Control Agreement (the Amended and Restated Control Agreement), among the Tribe, the Authority, the Existing Notes Trustee, the Bank, Deutsche Bank Trust Company Americas, as collateral agent and Deutsche Bank Trust Company Americas, as trustee under the indenture governing the New Notes (the New Indenture) in order to create a security interest in the Authoritys deposit accounts at the Bank on behalf of the holders of the New Notes.
The foregoing description of the Amended and Restated Control Agreement does not purport to be complete, and is subject to and qualified in its entirety by the full text of the Amended and Restated Control Agreement, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference. Investors are encouraged to review the entire text of the Form of Amended and Restated Control Agreement and the description of the terms of the New Notes under Description of New Notes in the Offering Circular, a copy of which was filed as Exhibit T3E.1 to the Authoritys Form T-3 filed on November 21, 2011.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Amended and Restated Deposit Account Control Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 2, 2011
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River Rock Entertainment Authority | |
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By: |
/s/ David Fendrick |
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David Fendrick |
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Chief Executive Officer |