In connection with the development by Inspire Integrated Resort Co., Ltd., an indirect wholly-owned subsidiary of the Mohegan Tribal Gaming Authority, of the Mohegan Inspire Entertainment Resort, an integrated entertainment resort project involving the construction of a casino, hotels, family park and other amenities on a project site situated in the IBC (international business center)-III region owned by, and located adjacent to, the Incheon International Airport on Yeongjong Island in Incheon, South Korea, on 16 February, the Company executed an Equity Commitment Letter pursuant to which it agreed, among other things, to make certain non-dilutive equity capital contributions to Inspire as needed to complete the Project, in an amount up to the U.S. dollar equivalent of approximately 155 billion Korean won, at various times on or before 30 September 2023. In addition, the Company agreed to make certain additional non-dilutive equity capital contributions to Inspire if necessary for Inspire to pay for certain development costs or pre-opening expenses if those costs exceed budgeted amounts and available contingency funds in an amount up to 30 billion Korean won. The facility agent and warrant holders in connection with the mezzanine financing for the Project are made express third party beneficiaries of the Equity Commitment Letter and are entitled to rely on and specifically enforce the Company’s obligations thereunder to fund the equity contributions to the same extent, upon the same terms, and subject to the same conditions as Inspire.
In connection with the Equity Commitment Letter, the Company also procured that the Mohegan parties to the Mezzanine Financing enter into a Waiver and Consent Letter, dated 16 February, with the Mezzanine Lenders, pursuant to which the Mezzanine Lenders agreed to, among other things, consent to certain amendments to the development plan for the Project, amendments to the fixed price construction contract to cover increases in the scope of the project and certain inflation cost increases and the making of the equity commitments associated with the Equity Commitment Letter. Inspire had previously received a similar consent from its project finance lenders.
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