LONG-TERM DEBT:

Long-term debt consisted of the following (in thousands):



	June 30, 2019			September 30, 2018
Senior Secured Credit Facility - Revolving	$	114,000		$	66,000
Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $4,820 and $6,661, respectively	274,370			311,466
Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $17,862 and $20,571, respectively	806,627			810,430
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $9,944 and $11,033, respectively	490,056			488,967
MGE Niagara Credit Facility - Term Loan, net of debt issuance costs of $1,050	75,140			—
MGE Niagara Convertible Debenture	30,476			—
Mohegan Expo Credit Facility, net of debt issuance costs of $1,023 and $1,319, respectively	29,883			31,980
Guaranteed Credit Facility, net of debt issuance costs of $1,272 and $1,262, respectively	32,416			22,403
Redemption Note Payable, net of discount of $26,344 and $33,635, respectively	82,716			81,165
Other	1,259			1,744
Long-term debt	1,936,943			1,814,155
Less: current portion of long-term debt	(77,824		)	(73,232		)
Long-term debt, net of current portion	$	1,859,119		$	1,740,923

Maturities of long-term debt are as follows (in thousands):



Fiscal Years
2019 (1)	$	19,412
2020	76,956
2021	74,175
2022	376,123
2023	38,302
Thereafter	1,414,290
Total	$	1,999,258

_________


(1)	Represents maturities from July 1, 2019 to September 30, 2019.

MGE Niagara Credit Facilities

On June 10, 2019, MGE Niagara entered into a Credit Agreement with, among others, Bank of Montreal, as administrative agent, and the lenders party thereto (the “MGE Niagara Credit Agreement”), providing for senior secured credit facilities in the aggregate principal amount of 290.0 million Canadian dollars ($221.0 million as of June 30, 2019) (the “MGE Niagara Credit Facilities”), comprised of a revolving credit facility in the amount of 190.0 million Canadian dollars ($144.8 million as of June 30, 2019) (the “MGE Niagara Revolving Facility”) and a term loan facility in the amount of 100.0 million Canadian dollars ($76.2 million as of June 30, 2019) (the “MGE Niagara Term Loan Facility”). MGE Niagara is an unrestricted subsidiary under the Company’s existing credit facilities and indenture and the MGE Niagara Credit Facilities are non-recourse to the Company and its restricted subsidiaries thereunder.

The Company incurred $3.1 million in costs in connection with these transactions. Financing fees totaling $2.0 million were capitalized as an asset and are being amortized over the term of the related debt based on the effective interest method. The remaining $1.1 million was reflected as a debt discount and is being amortized over the term of the related debt based on the effective interest method.

The MGE Niagara Revolving Facility provides for (i) borrowings and bankers’ acceptances denominated in Canadian dollars or U.S. dollars and up to 20.0 million Canadian-dollar ($15.2 million as of June 30, 2019) equivalent of borrowings in the form of swingline loans and (ii) the issuance of up to 100.0 million Canadian dollars ($76.2 million as of June 30, 2019) of letters of credit. Proceeds from borrowings under the MGE Niagara Revolving Facility may be used by MGE Niagara for general corporate purposes, including working capital, capital expenditures and the issuance of letters of credit. Borrowings under the MGE Niagara Term Loan Facility are denominated in Canadian dollars. On June 11, 2019, MGE Niagara borrowed 100.0 million aggregate principal amount of Canadian dollar ($76.2 million as of June 30, 2019) term loans under the MGE Niagara Term Loan Facility and caused a Canadian dollar letter of credit to be issued to the OLG under the MGE Niagara Revolving Facility, in each case, for the purposes of funding the acquisition of the Niagara Gaming Bundle.

The MGE Niagara Credit Facilities mature on June 10, 2024. The MGE Niagara Term Loan Facility is repayable, in quarterly installments, at a rate of 5.0 million Canadian dollars ($3.8 million as of June 30, 2019) per annum, commencing September 30, 2019.

Borrowings under the MGE Niagara Credit Facilities accrue interest as follows: (i) for Prime Rate Loans (as defined in the MGE Niagara Credit Agreement) denominated in Canadian dollars, the applicable prime rate (subject to a 0.00% floor) plus a total leverage-based margin of 100 to 200 basis points, (ii) for USBR Loans (as defined in the MGE Niagara Credit Agreement) denominated in U.S. dollars, the applicable base rate plus a total leverage-based margin of 100 to 200 basis points, (iii) for LIBOR Loans (as defined in the MGE Niagara Credit Agreement) denominated in U.S. dollars, the applicable LIBOR rate (subject to a 0.00% floor) plus a total leverage-based margin of 250 to 350 basis points and (iv) for Bankers’ Acceptances (as defined in the MGE Niagara Credit Agreement) denominated in Canadian dollars, based on a Discount Rate (as defined in the MGE Niagara Credit Agreement) (subject to a 0.00% floor) and a total leverage-based margin of 250 to 350 basis points. MGE Niagara is also required to pay a total leverage-based undrawn commitment fee on the MGE Niagara Revolving Facility of between 50 and 70 basis points.

As of June 30, 2019, outstanding borrowings under the MGE Niagara Term Loan Facility accrued interest at 4.71%. As of June 30, 2019, the commitment fee under MGE Niagara Revolving Facility was 55 basis points.

The MGE Niagara Credit Facilities are secured by, among other things, substantially all of the properties and assets of MGE Niagara, subject to certain customary exceptions, as well as by a pledge of (i) all of the issued and outstanding shares of MGE Niagara and (ii) a convertible debenture held by a third-party investor.

The MGE Niagara Credit Agreement contains customary covenants applicable to MGE Niagara, including covenants governing: incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, asset sales, acquisitions and investments, affiliate transactions and fundamental changes. The MGE Niagara Credit Agreement also includes financial maintenance covenants pertaining to total leverage and fixed charge coverage. In addition, the MGE Niagara Credit Agreement contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations.

On July 17, 2019, MGE Niagara entered into an amendment to the MGE Niagara Credit Facilities to increase the borrowing capacity under the MGE Niagara Revolving Facility by 10.0 million Canadian dollars ($7.6 million as of June 30, 2019).

MGE Niagara Convertible Debenture

On June 11, 2019, MGE Niagara issued a convertible debenture (the “MGE Niagara Convertible Debenture”) to a third-party investor (the "Convertible Debenture Holder") in an aggregate principal amount of 40.0 million Canadian dollars ($30.5 million as of June 30, 2019). The MGE Niagara Convertible Debenture is convertible, at the option of the Convertible Debenture Holder, between the fourth and sixth anniversaries of the Closing Date, into Class B Special shares representing 40% of the capital of MGE Niagara. The Class B Special shares will be similar in nature to the existing Common shares. The MGE Niagara Convertible Debenture accrues interest at an annual rate of 3.5% prior to the sixth anniversary of the Closing Date and 8.0% thereafter, compounded annually. The first interest payment is payable on June 11, 2022, with annual payments due thereafter. Repayment of the outstanding principal, plus any accrued interest, is due thirty days following the expiration or the termination of the COSA. If the MGE Niagara Convertible Debenture is not converted as of the sixth anniversary of the Closing Date, either MGE Niagara or the Convertible Debenture Holder may elect early repayment of half of the principal outstanding as of such date.

Guaranteed Credit Facility - Second Advance

On October 30, 2018, the Company entered into a follow-on loan agreement with certain third-party lenders providing for an $11.3 million term loan under the Indian Loan Guaranty, Insurance and Interest Subsidy Program (the “BIA Loan Guaranty Program”). This term loan, combined with an initial term loan issued under the BIA Loan Guaranty Program in September 2018, completes the allocation to the Company of $35.0 million in guaranteed term loans under the BIA Loan Guaranty Program. Like the initial facility, this term loan is secured by a 90% loan guarantee by the Department of the Interior, Assistant Secretary—Indian Affairs, Division of Capital Investment, and is otherwise identical to the initial facility, including use of proceeds, maturity, amortization, interest rate and covenant requirements.

Senior Secured Credit Facilities - Non-cash Transactions

On June 30, 2019 and 2018, the bank that administers the Company's debt service payments for its Senior Secured Credit Facilities made required principal payments on behalf of the Company totaling $13.3 million and $18.9 million, respectively, but did not accordingly debit the Company's bank account for these payments. As of June 30, 2019 and 2018, the Company reflected these non-cash transactions as reductions to current portion of long-term debt and corresponding increases to other current liabilities. On the respective following banking days, the bank withdrew the payments from the Company's bank account, resulting in reductions to the Company's cash and cash equivalents and other current liabilities.

Debt Covenant Compliance

As of June 30, 2019, the Company was in compliance with all financial covenants.