-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQEXu4Y+SIBu5+nhjxuSQREwfynX+Z8IZcFXUuw8lj2tKdawnMXTXILy8TTWa1Yz BQALY3s+CwSHAOWr3ADYmw== 0000927016-02-000684.txt : 20020414 0000927016-02-000684.hdr.sgml : 20020414 ACCESSION NUMBER: 0000927016-02-000684 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020208 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOHEGAN TRIBAL GAMING AUTHORITY CENTRAL INDEX KEY: 0001005276 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 061436334 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-80655 FILM NUMBER: 02536758 BUSINESS ADDRESS: STREET 1: 27 CHURCH LANE CITY: UNCASVILLE STATE: CT ZIP: 06382 BUSINESS PHONE: 2038480545 8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 8, 2002 MOHEGAN TRIBAL GAMING AUTHORITY (Exact name of registrant as specified in its charter) Connecticut 033-80655 06-1436334 (State or other jurisdiction of (Commission (IRS employer incorporation or organization) File Number) Identification No.) One Mohegan Sun Boulevard, Uncasville, CT 06382 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (860) 862-8000 MOHEGAN TRIBAL GAMING AUTHORITY Form 8-K Item 5. OTHER EVENTS On February 8, 2002, the Mohegan Tribal Gaming Authority (the "Authority") received the requisite consent of its lenders to an amendment to its senior secured credit facility. The amendment revised several of the restrictive covenants governing the Authorities activities and finances. A copy of the amendment is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99.1 Amendment No. 2 to the Loan Agreement, dated February 8, 2002. 2 SIGNATURE 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: February 12, 2002 By: /s/ Jeffrey E. Hartmann ---------------------- ----------------------------------------- Jeffrey E. Hartmann, Executive Vice President Finance/Chief Financial Officer (Principal Financial and Accounting Officer) 3 EXHIBIT INDEX The following designated exhibits are filed herewith: 99.1 Amendment No. 2 to the Loan Agreement, dated February 8, 2002. 4 EX-99.1 3 dex991.txt AMENDMENT NO. 2 TO THE LOAN AGREEMENT EXECUTION AMENDMENT NO. 2 TO LOAN AGREEMENT THIS AMENDMENT NO. 2 TO LOAN AGREEMENT (this "Amendment") is entered into as of February 8, 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. 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 Section 1.1 - New Definitions. The following defined terms are added to those set forth in Section 1.1 of the Loan Agreement: "Approved Swap Counterparties" means Persons which are not Lenders and whose senior Indebtedness, as of the date of the entry into any relevant Swap Agreement, has received a rating of not less than BBB- from Standard & Poors Ratings Group and of not less than Baa3 from Moody's Investors Service, Inc. 2. Additional "Related Business" Investments and Permitted Swap Agreements - Section 7.3. Section 7.3 of the Loan Agreement is hereby amended so that clauses (f) and (g) thereof read in full as follows: "(f) Investments in Persons owning Related Businesses in an aggregate amount not to exceed, when aggregated with the Capital Expenditures made under Section 7.15(c), $125,000,000; and "(g) Investments in (i) Approved Swap Agreements and (ii) Swap Agreements having an aggregate notional amount not to exceed $200,000,000 entered into with Approved Swap Counterparties on an unsecured basis." 3. Increase to Permitted Subordinated Obligations - Section 7.9(g) Section 7.9(g) of the Loan Agreement is hereby amended to read in full as follows: (g) other Subordinated Obligations (i) incurred when no Default or Event of Default has occurred (without the requirement of any approval by the Requisite Lenders) in an amount not to exceed $500,000,000, provided that the same require no principal payments prior to the date which is one year following the Maturity Date and have subordination provisions, covenants and defaults which are substantially similar to those contained in the New Subordinated Notes (as determined by the Administrative Agent in its reasonable discretion), or (ii) other Subordinated Obligations the incurrence of which is approved by the Requisite Lenders;" -1- 4. 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 Quarters Ending Maximum Ratio ----------------------- ------------- December 31, 2001 5.00:1.00 March 31, 2002 5.25:1.00 June 30, 2002 5.00:1.00 September 30, 2002 through March 31, 2003 4.50:1.00 June 30, 2003 and thereafter 4.00:1.00." 5. Amendment to Senior Leverage Covenant - Section 7.13 of the Loan Agreement is hereby amended to read in full as follows: "7.13 Permit the Senior 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 Quarters Ending Maximum Ratio ---------------------- ------------- December 31, 2001 and March 31, 2002 3.00:1.00 June 30, 2002 2.50:1.00 September 30, 2002 and thereafter 2.00:1.00." 6. Amendment to "Related Business" CapEx -Section 7.15(c). Section 7.15(c) of the Loan Agreement is hereby amended to read in full as follows (with the changed text shown in bold and underscored for the convenience of the reader): "(c) Capital Expenditures for Related Businesses which, when aggregated with the Investments made pursuant to Section 7.3(f), do not exceed $125,000,000; and" 7. Consent to Other Gaming Operations by the Tribe. Notwithstanding Section 9.1 of the Loan Agreement, the Administrative Agent, acting with the approval of the Requisite Lenders, hereby consents to the formation and acquisition by the Tribe of Persons for the purpose of conducting gaming, including without limitation Class II and Class III gaming activities (as defined in IGRA) at locations which are not a part of the Tribe's reservation in the vicinity of Uncasville, Connecticut, subject to the following conditions: -2- (a) the Persons so formed or acquired shall not be or become a part of or controlled by Borrower or its Subsidiaires; (b) the assets and results of operations of such Persons shall not be reflected in the financial statements of Borrower which are delivered to the Lenders from time to time; (c) the holders of Indebtedness and Contingent Obligations of such Persons shall not have or obtain recourse, contractual or otherwise, to the assets and revenues of the Borrower; and (d) the assets of such Persons shall not be deemed to constitute Authority Property. The Tribe and the Borrower shall not be deemed to have failed to comply with the representations set forth in Section 4.4 or Section 5.4 of the Loan Agreement, or with the covenant set forth in Section 9.1 of the Loan Agreement, solely by reason of the Tribe's engaging in gaming operations through any such Person. 8. 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). 9. 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; (b) The Administrative Agent shall have received written consents hereto from the Requisite Lenders substantially in the form of Exhibit A hereto; and (c) Borrower shall have paid to the Administrative Agent, for the account of each Lender which has consented hereto on or prior to February 15, 2002, a fee equal to five basis points times the amount of the Pro Rata Share of that Lender. -3- 10. 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. 11. 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. 12. 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/ Jeffrey E. Hartmann ----------------------------------------- Title: Executive Vice President/Chief Financial Officer THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT By: /s/ Mark F. Brown ----------------------------------------- Tribal Council Chairman BANK OF AMERICA, N.A. (formerly known as Bank of America National Trust and Savings Association), as Administrative Agent By: /s/ Gina Meador ----------------------------------------- Gina Meador, Vice President -4- -----END PRIVACY-ENHANCED MESSAGE-----