LONG-TERM DEBT:

Long-term debt consisted of the following (in thousands, including current maturities):



	June 30, 2018			September 30, 2017
Senior Secured Credit Facility - Revolving	$	84,000		$	—
Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $7,335 and $7,415, respectively	327,480			387,523
Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $21,460 and $18,073, respectively	811,711			761,039
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $11,361 and $12,383, respectively	488,639			487,617
Mohegan Expo Credit Facility, net of debt issuance costs of $1,400 and $1,683, respectively	31,899			13,017
Redemption Note Payable, net of discount of $35,959	78,841			—
Other	1,810			2,013
Long-term debt	1,824,380			1,651,209
Less: current portion of long-term debt	(71,170		)	(75,131		)
Long-term debt, net of current portion	$	1,753,210		$	1,576,078

As of June 30, 2018, the Company was in compliance with all respective financial covenant requirements under its outstanding indebtedness.

Senior Secured Credit Facilities

In October 2016, the Company entered into a Credit Agreement among the Company, the Mohegan Tribe, Citizens Bank, N.A., as Administrative and Collateral Agent, and the other lenders and financial institutions party thereto, providing for certain senior secured credit facilities (the “Senior Secured Credit Facilities”), comprised of a secured revolving credit facility (the “Revolving Facility”), a senior secured term loan A facility (the “Term Loan A Facility”) and a senior secured term loan B facility (the “Term Loan B Facility”).

On April 12, 2018, the Company entered into an incremental joinder and second amendment to its Senior Secured Credit Facilities (the “Amendment Agreement”). The Amendment Agreement amends the Senior Secured Credit Facilities to, among other things, make changes to the covenants and other provisions therein and to change the interest rate applicable to (a) borrowings under the Term Loan A Facility to: (i) for base rate loans, the base rate plus a total leverage-based margin of 100 to 312.5 basis points and (ii) for Eurodollar rate loans, the applicable LIBOR rate (subject to a 0.0% LIBOR floor) plus a total leverage-based margin of 200 to 412.5 basis points; and (b) borrowings under the Term Loan B Facility to: (i) for base rate loans, the base rate plus a total leverage-based margin of 300 to 337.5 basis points and (ii) for Eurodollar rate loans, the applicable LIBOR rate (subject to a 1.0% LIBOR floor) plus a total leverage-based margin of 400 to 437.5 basis points.

The Amendment Agreement also amended the maximum total leverage ratio covenant and maximum senior secured leverage ratio covenant, as follows:

Maximum total leverage covenant, or ratio of total debt to Consolidated EBITDA, as such terms are defined under the Senior Secured Credit Facilities:



Fiscal Quarters Ending:
June 30, 2018 through June 30, 2020	6.25:1.00
September 30, 2020 through June 30, 2021	6.00:1.00
September 30, 2021 through June 30, 2022	5.75:1.00
September 30, 2022 through June 30, 2023	5.50:1.00
September 30, 2023 and each fiscal quarter ending thereafter	5.25:1.00

Maximum senior secured leverage ratio covenant, or ratio of secured debt to Consolidated EBITDA, as such terms are defined under the Senior Secured Credit Facilities:



Fiscal Quarters Ending:
June 30, 2018 through June 30, 2020	4.50:1.00
September 30, 2020 through June 30, 2021	4.25:1.00
September 30, 2021 through June 30, 2022	4.00:1.00
September 30, 2022 and each fiscal quarter ending thereafter	3.75:1.00

In addition, pursuant to the Amendment Agreement, immediately after the effectiveness of the amendments described above, the Company increased its revolving borrowing capacity by $80.0 million and borrowed an additional $80.0 million under the Term Loan B Facility.

The Company incurred approximately $9.9 million in costs in connection with these transactions. New debt issuance costs relating to the Revolving Facility totaled $2.6 million and were capitalized as an asset and will be amortized over the term of the related debt. The remaining $7.3 million in new debt issuance costs relating to the Term Loan A Facility and Term Loan B Facility is reflected as debt discount and will be amortized over the term of the related debt.

Redemption Note Payable

In April 2017, Salishan Company and Salishan-Mohegan entered into a membership interest redemption and withdrawal agreement (the “Redemption and Withdrawal Agreement”), pursuant to which Salishan-Mohegan agreed to redeem all of Salishan Company’s right, title and interest in and to its membership interests of Salishan-Mohegan, and Salishan Company agreed to resign and irrevocably withdraw as a member of Salishan-Mohegan. As consideration for the redemption, Salishan-Mohegan agreed to pay Salishan Company a redemption price, the amount of which was to be determined by binding arbitration. Arbitration was conducted in November 2017 and, on December 4, 2017, the arbitrator determined a final redemption price in the amount of $114.8 million (the “Redemption Price”). Accordingly, in accordance with authoritative guidance issued by the FASB pertaining to the accounting for contingencies, the Company recorded a $68.5 million redemption liability (the “Redemption Liability”) based on the present value of the Redemption Price at April 14, 2017, utilizing the Company’s credit adjusted risk-free investment rate. Under the terms of the Redemption and Withdrawal Agreement, on December 15, 2017, Salishan-Mohegan executed and delivered a promissory note (the “Redemption Note Payable”) to Salishan Company, pursuant to which Salishan-Mohegan agreed to pay the Redemption Price to Salishan Company in equal monthly installments of $1.9 million over a five-year period, commencing in May 2019, subject to set-off for certain amounts owed by Salishan Company or its principal to Salishan-Mohegan or Mohegan Ventures-Northwest, LLC, and the Redemption Liability converted to the Redemption Note Payable. The Company recognizes interest expense relating to the amortization of discount to the Redemption Price, utilizing the effective yield method.