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SUBSEQUENT EVENTS
12 Months Ended
Sep. 30, 2020
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS:
Amendment to Line of Credit
On November 18, 2020, the Company entered into a third amendment to the Line of Credit and a first amendment to its 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”) which, 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 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).
New 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 “Term Loan Facility”) in 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 of the Term Loan Facility, which matures on December 1, 2025.
The proceeds from the Term Loan Facility will be used: (i) to repay amounts outstanding under the Revolving Facility, (ii) to fund transaction costs in connection with the Loan Agreement and (iii) 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 will 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 Term Loan Facility. The Company is required to repay 15% of the aggregate principal amount of loans under the Term Loan Facility on each of the third and fourth anniversary of the Closing Date.
The Company's obligations under the Term Loan Facility are guaranteed by certain of the Company’s restricted subsidiaries, as defined under the Loan Agreement. The 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.