Exhibit 10.1
INCREMENTAL JOINDER AND
SECOND AMENDMENT TO CREDIT AGREEMENT
This INCREMENTAL JOINDER AND SECOND AMENDMENT TO CREDIT AGREEMENT (this "Second
Amendment"), dated as of April 12, 2018 and effective as of the Effective Date
(as hereinafter defined), is made and entered into by and 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 other Loan
Parties party hereto, each of the INCREASED REVOLVING FACILITY LENDERS (as
hereinafter defined) party hereto, each of the INCREASED TERM B FACILITY LENDERS
(as hereinafter defined) party hereto, each of the other Lenders party hereto,
BANK OF AMERICA, N.A., as Swingline Lender, and CITIZENS BANK, N.A., as
administrative agent (together with its successors and assigns in such capacity,
the "Administrative Agent") and as L/C Issuer under the Existing Credit
Agreement referred to below.
RECITALS:
WHEREAS, reference is hereby made to that certain Credit Agreement, dated as of
October 14, 2016, as amended by that certain First Amendment to Credit
Agreement, dated as of April 14, 2017 (as it may be further amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the
"Existing Credit Agreement" and the Existing Credit Agreement as amended by this
Second Amendment, the "Amended Credit Agreement"), by and among the Tribe, the
Borrower, the banks, financial institutions and other entities from time to time
party thereto as lenders (including the L/C Issuer and the Swingline Lender)
(collectively, the "Lenders"), the Administrative Agent, and the other parties
party thereto;
WHEREAS, the Borrower has requested that the Lenders party hereto agree to amend
certain provisions of the Existing Credit Agreement subject to, and in
accordance with, the terms and conditions set forth herein;
WHEREAS, pursuant to Section 2.15 of the Amended Credit Agreement, the Borrower
has requested that immediately following the effectiveness of the amendments to
the Existing Credit Agreement effected by this Second Amendment, (i) those
certain financial institutions party hereto and listed on Schedule A hereto (the
"Increased Revolving Facility Lenders") provide an increase in the Revolving
Commitments under the Revolving Credit Facility in the aggregate principal
amount of $80,000,000 (the "Increased Revolving Commitments" and the loans made
thereunder, the "Increased Revolving Loans"), with such Increased Revolving
Commitments having the same terms as the Initial Revolving Credit Facility, as
amended hereby and (ii) those certain financial institutions party hereto and
listed on Schedule B hereto (the "Increased Term B Facility Lenders") provide
new Increased Term Loan Commitments to make additional Term B Loans in the
aggregate principal amount of $80,000,000 (the "Increased Term B Loan
Commitments" and the loans made thereunder, the "Increased Term B Loans"; the
Increased Term B Loan Commitments, together with the Increased Revolving
Commitments, collectively, the "Incremental Facilities");
WHEREAS, the proceeds of the Incremental Facilities will be used for working
capital and other general corporate purposes, including additional investments
in the Mohegan Sun Korea Project and/or CT