LONG-TERM DEBT

3 Months Ended

Dec. 31, 2020

LONG-TERM DEBT:

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


	December 31, 2020		September 30, 2020
Senior Secured Credit Facility - Revolving	$	247,000	$	197,000
Senior Secured Credit Facility - Term Loan A, net of discount and debt issuance costs of $3,149 and $4,199, respectively	220,416		227,710
Senior Secured Credit Facility - Term Loan B, net of discount and debt issuance costs of $19,248 and $20,809, respectively	792,220		792,829
Main Street Term Loan Facility net of debt issuance costs of $1,873	48,127		—
2016 7 7/8% Senior Unsecured Notes, net of discount and debt issuance costs of $7,748 and $8,179, respectively	492,252		491,821
MGE Niagara Resorts Credit Facility - Revolving	27,464		26,187
MGE Niagara Resorts Credit Facility - Term Loan, net of debt issuance costs of $864 and $847, respectively	71,721		69,297
MGE Niagara Resorts Convertible Debenture	31,388		29,928
Mohegan Expo Credit Facility, net of debt issuance costs of $544 and $658, respectively	27,240		27,750
Guaranteed Credit Facility, net of debt issuance costs of $800 and $877, respectively	28,950		29,529
Mohegan Tribe Subordinated Loan	5,000		5,000
Redemption Note Payable, net of discount of $13,771 and $15,701, respectively	65,289		69,099
Other	3,815		3,860
Long-term debt	2,060,882		1,970,010
Less: current portion of long-term debt (1)	(33,585)		(75,355)
Long-term debt, net of current portion	$	2,027,297	$	1,894,655

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(1)Excludes the Senior Secured Credit Facility - Revolving and Senior Secured Credit Facility - Term Loan A based on the Company's ability and intent to prepay these facilities (refer to Note 6).

Refinancing Transactions

On January 26, 2021, the Company completed a series of refinancing transactions, including (i) entering into a new senior secured credit facility, (ii) issuing new senior secured notes, (iii) prepaying the existing Senior Secured Credit Facilities, (iv) prepaying the Main Street Term Loan Facility and (v) repaying the Mohegan Tribe Subordinated Loan (refer to Note 6).

Senior Secured Credit Facilities - Non-cash Transactions

On December 31, 2020 and 2019, 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 $10.5 million and $13.3 million, respectively, but did not accordingly debit the Company's bank account for these payments. As of December 31, 2020 and 2019, 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.

Amendment to Line of Credit

On November 18, 2020, the Company entered into amendments to its Line of Credit and autoborrow service agreement pursuant to which the Line of Credit was amended to: (i) reduce the Facility Limit (as defined under the Line of Credit) from $25.0 million to $20.0 million and (ii) add a 0.75% per annum LIBOR floor.

Amendments and Waivers with Respect to MGE Niagara Resorts Credit Facilities

On November 30, 2020, MGE Niagara entered into a Fifth Amended and Restated Limited Waiver (the “Fifth Waiver”) with respect to the MGE Niagara Resorts Credit Facilities. The Fifth Waiver, among other things: (i) waived anticipated breaches of certain financial covenants under the MGE Niagara Resorts Credit Facilities as a result of the closure of the MGE Niagara Resorts until March 31, 2021, (ii) waived the requirement for MGE Niagara to deliver (a) compliance certificates under the MGE Niagara Resorts Credit Facilities for the fiscal quarters ending June 30, 2020, September 30, 2020, December 31, 2020 and March 31, 2021 and (b) an annual business plan for the operating year ending March 31, 2020 and (iii) extended the waiver of the occurrence of an event of default that would have been caused under the MGE Niagara Resorts Credit Facilities due to the closure of the MGE Niagara Resorts, through March 31, 2021 (the “ Extended Waiver Period”).

In connection with the Fifth Waiver, MGE Niagara agreed, among other things, during the Extended Waiver Period, to: (i) continue not to make any request for advances under the MGE Niagara Resorts Credit Facilities, (ii) continue pricing under the MGE Niagara Resorts Credit Facilities at pricing level 5, (iii) continue to require MGE Niagara to maintain minimum liquidity of 15.0 million Canadian dollars, (iv) continue to deliver to the administrative agent a weekly liquidity report and (v) refrain from making certain Distributions (as defined under the MGE Niagara Resorts Credit Facilities).

Main Street Term Loan Facility

On December 1, 2020, the Company entered into a loan agreement (the “Loan Agreement”) among the Company, the Mohegan Tribe and Liberty Bank, as lender (the “Lender”), in connection with the Main Street Priority Loan Facility (the “MSPLF”) established by the Board of Governors of the Federal Reserve System (the “Federal Reserve”) under Section 13(3) of the Federal Reserve Act. The Loan Agreement provides for a senior secured term loan facility (the “Main Street Term Loan Facility”) in an aggregate principal amount of $50.0 million, subject to approval by the Federal Reserve, which was received on December 15, 2020. On December 15, 2020 (the “Closing Date”), the Company borrowed the full $50.0 million in principal amount under the Main Street Term Loan Facility, which matures on December 1, 2025.

The proceeds from the Main Street Term Loan Facility were used: (i) to fund transaction costs in connection with the Loan Agreement and (ii) for working capital and general corporate purposes.

The Loan Agreement contains customary covenants applicable to the Company and its restricted subsidiaries, including covenants governing incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions and mergers or consolidations. The Loan Agreement also includes financial maintenance covenants pertaining to total leverage, secured leverage, fixed charge coverage and liquidity. In addition, the Loan Agreement contains customary events of default relating to, among other things, failure to make required payments, breach of covenants and breach of representations. The financial and non-financial covenants contained in the Loan Agreement are substantially identical to the covenants contained in the Senior Secured Credit Facilities. The Loan Agreement also requires the Company to comply with all terms and conditions of the MSPLF.

Borrowings under the Loan Agreement bear interest at a rate equal to the three-month LIBOR plus 3.00%, payable quarterly in arrears, provided that interest paid on or prior to December 1, 2021 may be paid in-kind and added to the principal

amount of the loans outstanding under the Main Street Term Loan Facility. The Company is required to repay 15% of the aggregate principal amount of loans under the Main Street Term Loan Facility on each of the third and fourth anniversary of the Closing Date.

The Company's obligations under the Main Street Term Loan Facility are guaranteed by certain of the Company’s restricted subsidiaries, as defined under the Loan Agreement. The Main Street Term Loan Facility is secured by substantially all of the Company’s and its restricted subsidiaries’ assets. The liens securing the obligations under the Loan Agreement are pari passu pursuant to an intercreditor agreement between the Lender and the agent of the Senior Secured Credit Facilities.

The Main Street Term Loan Facility was repaid in full on January 26, 2021 (refer to Note 6).

Debt Covenant Compliance

As of December 31, 2020, the Company was in compliance with its required financial covenants.