2012.3.31-10Q

10-Q 1 a2012331-10q.htm 2012.3.31-10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________________________

FORM 10-Q

_____________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2012



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 033-80655

__________________________________________

MOHEGAN TRIBAL GAMING AUTHORITY

(Exact name of registrant as specified in its charter)

__________________________________________



Not Applicable		06-1436334
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

One Mohegan Sun Boulevard, Uncasville, CT		06382
(Address of principal executive offices)		(Zip Code)

(860) 862-8000

(Registrant’s telephone number, including area code)

___________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x

MOHEGAN TRIBAL GAMING AUTHORITY

INDEX TO FORM 10-Q



		Page Number
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2012 and September 30, 2011 (unaudited)	3

	Condensed Consolidated Statements of Income for the Three Months and Six Months Ended March 31, 2012 and 2011 (unaudited)	4

	Condensed Consolidated Statements of Changes in Capital for the Three Months and Six Months Ended March 31, 2012 and 2011 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2012 and 2011 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	48

Item 4.	Controls and Procedures	48

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	49

Item 1A.	Risk Factors	49

Item 6.	Exhibits	49

Signatures.	Mohegan Tribal Gaming Authority	50

PART I. FINANCIAL INFORMATION


Item 1.	Financial Statements

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)



	March 31, 2012		September 30, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	158,527	$	112,174
Restricted cash	1,102		2,002
Receivables, net	23,233		20,471
Inventories	14,820		14,028
Other current assets	27,261		27,227
Total current assets	224,943		175,902
Non-current assets:
Property and equipment, net	1,515,570		1,529,595
Goodwill	39,459		39,459
Other intangible assets, net	406,133		406,338
Other assets, net	90,850		51,902
Total assets	$	2,276,955	$	2,203,196
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	86,254	$	800,250
Current portion of relinquishment liability	67,377		67,911
Due to Mohegan Tribe	4,975		10,850
Current portion of capital leases	1,937		707
Trade payables	13,943		17,452
Construction payables	4,535		8,892
Accrued interest payable	16,464		28,580
Other current liabilities	144,151		132,949
Total current liabilities	339,636		1,067,591
Non-current liabilities:
Long-term debt, net of current portion	1,602,774		819,316
Relinquishment liability, net of current portion	86,966		110,348
Due to Mohegan Tribe, net of current portion	26,475		—
Capital leases, net of current portion	7,103		4,635
Other long-term liabilities	2,695		2,582
Total liabilities	2,065,649		2,004,472
Commitments and Contingencies
Capital:
Retained earnings	209,515		196,403
Mohegan Tribal Gaming Authority capital	209,515		196,403
Non-controlling interests	1,791		2,321
Total capital	211,306		198,724
Total liabilities and capital	$	2,276,955	$	2,203,196

The accompanying notes are an integral part of these condensed consolidated financial statements.

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands)

(unaudited)



	For the			For the			For the			For the
	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	March 31, 2012			March 31, 2011			March 31, 2012			March 31, 2011
Revenues:
Gaming	$	316,128		$	316,444		$	633,660		$	624,101
Food and beverage	22,551			21,229			45,927			43,223
Hotel	10,254			8,657			19,372			17,654
Retail, entertainment and other	24,919			26,378			52,512			48,824
Gross revenues	373,852			372,708			751,471			733,802
Less-Promotional allowances	(22,698		)	(24,764		)	(48,441		)	(50,253		)
Net revenues	351,154			347,944			703,030			683,549
Operating costs and expenses:
Gaming	190,152			194,993			388,998			388,324
Food and beverage	11,279			10,395			22,115			20,440
Hotel	3,768			3,327			7,045			6,493
Retail, entertainment and other	8,486			7,953			19,241			14,166
Advertising, general and administrative	48,444			48,128			98,456			98,422
Corporate	4,523			3,771			8,002			8,307
Depreciation and amortization	21,481			22,615			42,384			45,830
Loss on disposition of assets	31			—			289			—
Severance	—			(266		)	—			255
Total operating costs and expenses	288,164			290,916			586,530			582,237
Income from operations	62,990			57,028			116,500			101,312
Other income (expense):
Accretion of discount to the relinquishment liability	(2,062		)	(2,841		)	(4,124		)	(5,683		)
Interest income	687			618			1,717			1,398
Interest expense	(32,657		)	(29,713		)	(61,466		)	(59,459		)
Loss on early exchange of debt	(14,306		)	—			(14,306		)	—
Other expense, net	(42		)	(349		)	(38		)	(344		)
Total other expense	(48,380		)	(32,285		)	(78,217		)	(64,088		)
Net income	14,610			24,743			38,283			37,224
Loss attributable to non-controlling interests	482			465			811			914
Net income attributable to Mohegan Tribal Gaming Authority	$	15,092		$	25,208		$	39,094		$	38,138

The accompanying notes are an integral part of these condensed consolidated financial statements.

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands)

(unaudited)



	Total			Mohegan Tribal Gaming Authority			Non-controlling Interests
Balance, December 31, 2011	$	206,550		$	204,404		$	2,146
Contributions from members	127			—			127
Net income (loss)	14,610			15,092			(482		)
Distributions to Mohegan Tribe	(9,981		)	(9,981		)	—
Balance, March 31, 2012	$	211,306		$	209,515		$	1,791

Balance, September 30, 2011	$	198,724		$	196,403		$	2,321
Cumulative-effect of adoption of amendments to ASC 924 regarding jackpot liabilities	1,968			1,968			—
Contributions from members	281			—			281
Net income (loss)	38,283			39,094			(811		)
Distributions to Mohegan Tribe	(27,950		)	(27,950		)	—
Balance, March 31, 2012	$	211,306		$	209,515		$	1,791

Balance, December 31, 2010	$	141,319		$	137,899		$	3,420
Contributions from members	178			—			178
Net income (loss)	24,743			25,208			(465		)
Distributions to Mohegan Tribe	(4,581		)	(4,581		)	—
Balance, March 31, 2011	$	161,659		$	158,526		$	3,133

Balance, September 30, 2010	$	132,044		$	129,476		$	2,568
Contributions from members	1,479			—			1,479
Net income (loss)	37,224			38,138			(914		)
Distributions to Mohegan Tribe	(9,088		)	(9,088		)	—
Balance, March 31, 2011	$	161,659		$	158,526		$	3,133

The accompanying notes are an integral part of these condensed consolidated financial statements.

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



	For the			For the
	Six Months Ended			Six Months Ended
	March 31, 2012			March 31, 2011
Cash flows provided by (used in) operating activities:
Net income	$	38,283		$	37,224
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	42,384			45,830
Accretion of discount to the relinquishment liability	4,124			5,683
Cash paid for accretion of discount to the relinquishment liability	(4,904		)	(6,698		)
Loss on early exchange of debt	14,306			—
Amortization of debt issuance costs	3,860			3,578
Accretion of bond discount	420			320
Amortization of net deferred gain on settlement of derivative instruments	(208		)	(234		)
Provision for losses on receivables	948			979
Loss on disposition of assets	289			360
Changes in operating assets and liabilities:
Increase in receivables	(3,201		)	(604		)
Increase in inventories	(792		)	(876		)
Increase in other assets	(3,493		)	(8,457		)
(Decrease) increase in trade payables	(3,509		)	846
(Decrease) increase in other liabilities	(2,289		)	8,180
Net cash flows provided by operating activities	86,218			86,131
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, net of decrease in construction payables of $4,357 and $5,391, respectively	(29,781		)	(22,533		)
Proceeds from Commonwealth of Pennsylvania’s facility improvement grant	1,000			—
Issuance of third-party loans and advances	(283		)	(317		)
Payments received on third-party loans	78			123
Increase in restricted cash, net	(817		)	(828		)
Proceeds from asset sales	73			99
Net cash flows used in investing activities	(29,730		)	(23,456		)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	154,000			178,000
Bank Credit Facility repayments - revolving loan	(289,000		)	(212,000		)
Bank Credit Facility repayments - term loan	(1,000		)	—
Term Loan Facility borrowings, net of discount	220,500			—
Salishan-Mohegan Bank Credit Facility borrowings - revolving loan	—			250
Salishan-Mohegan Bank Credit Facility repayments - revolving loan	(15,250		)	—
Line of Credit borrowings	225,215			277,694
Line of Credit repayments	(225,215		)	(275,899		)
Borrowings from Mohegan Tribe	20,600			200
Payments on long-term debt	—			(1,000		)
Principal portion of relinquishment liability payments	(23,136		)	(21,138		)
Distributions to Mohegan Tribe	(27,950		)	(9,088		)
Payments of financing fees	(48,830		)	(8		)
Payments on capital lease obligations	(350		)	(344		)
Non-controlling interest contributions	281			1,479
Net cash flows used in financing activities	(10,135		)	(61,854		)
Net increase in cash and cash equivalents	46,353			821
Cash and cash equivalents at beginning of period	112,174			63,897
Cash and cash equivalents at end of period	$	158,527		$	64,718
Supplemental disclosures:
Cash paid during the period for interest	$	69,510		$	54,886
Capital lease	$	4,048		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1—ORGANIZATION:

The Mohegan Tribe of Indians of Connecticut (the “Mohegan Tribe” or the “Tribe”) established the Mohegan Tribal Gaming Authority (the “Authority”) in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere. The Tribe is a federally-recognized Indian tribe with an approximately 544-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988 (“IGRA”), federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal land, subject to, among other things, the negotiation of a compact with the affected state. The Tribe and the State of Connecticut entered into a compact (the “Mohegan Compact”), which was approved by the United States Secretary of the Interior. The Authority is primarily engaged in the ownership, operation and development of gaming facilities. In October 1996, the Authority opened Mohegan Sun, a gaming and entertainment complex situated on a 185-acre site on the Tribe's reservation. The Authority is governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in the Authority's Management Board.

As of March 31, 2012, the following subsidiaries were wholly-owned by the Authority: Mohegan Basketball Club, LLC (“MBC”), Mohegan Golf, LLC (“Mohegan Golf”), Mohegan Commercial Ventures-PA, LLC (“MCV-PA”), Mohegan Ventures-Northwest, LLC (“Mohegan Ventures-NW”), Mohegan Ventures Wisconsin, LLC (“MVW”) and MTGA Gaming, LLC (“MTGA Gaming”). MBC owns and operates the Connecticut Sun, a professional basketball team in the Women's National Basketball Association (the “WNBA”). MBC currently owns a 4.2% membership interest in WNBA, LLC. Mohegan Golf owns and operates the Mohegan Sun Country Club at Pautipaug golf course in Southeastern Connecticut (“Mohegan Sun Country Club”).

MCV-PA holds a 0.01% general partnership interest in Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P., while the Authority holds the remaining 99.99% limited partnership interest in each entity. Downs Racing, L.P. (“Downs Racing”) owns and operates Mohegan Sun at Pocono Downs, a gaming and entertainment facility situated on a 400-acre site in Plains Township, Pennsylvania, and several off-track wagering facilities located elsewhere in Pennsylvania (collectively, the “Pennsylvania Entities”). The Authority views Mohegan Sun and the Pennsylvania Entities as two separate operating segments.

Mohegan Ventures-NW and the Tribe hold 49.15% and 7.85% membership interests in Salishan-Mohegan, LLC (“Salishan-Mohegan”), respectively, which was formed with an unrelated third-party to participate in the development and management of a proposed casino to be owned by the federally-recognized Cowlitz Indian Tribe of Washington (the “Cowlitz Tribe”) and to be located in Clark County, Washington (the “Cowlitz Project”).

MVW holds a 100% membership interest in Wisconsin Tribal Gaming, LLC (“WTG”), which was formed to participate in the development of a proposed casino to be owned by the federally-recognized Menominee Indian Tribe of Wisconsin (the “Menominee Tribe”) and to be located in Kenosha, Wisconsin (the “Menominee Project”).

MTGA Gaming and the Tribe hold 49% and 51% membership interests in Mohegan Gaming & Hospitality, LLC (“MG&H”), respectively. MG&H holds a 100% membership interest in Mohegan Resorts, LLC (“Mohegan Resorts”). Certain of the Authority's and the Tribe's diversification efforts are conducted, either directly or indirectly, through MG&H and Mohegan Resorts. Mohegan Resorts holds a 100% membership interest in Mohegan Resorts Mass, LLC, which was formed to pursue potential gaming opportunities in the Commonwealth of Massachusetts. Mohegan Resorts also holds 100% membership interests in Mohegan Resorts New York, LLC and Mohegan Gaming New York, LLC (collectively, the “Mohegan New York Entities”). The Mohegan New York Entities were formed to pursue potential gaming opportunities in the state of New York. The Mohegan New York Entities have agreed in principle to enter into a joint venture arrangement with unrelated third-party investors and developers to manage a proposed gaming facility to be located in Thompson, New York.

NOTE 2—BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In management's opinion, all adjustments, including normal recurring

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

accruals and adjustments, necessary for a fair statement of the Authority's operating results for the interim period, have been included. The Authority's operating results for the three months and six months ended March 31, 2012 are not necessarily indicative of results for the fiscal year ending September 30, 2012.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Authority's Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Authority and its majority and wholly-owned subsidiaries and entities. In accordance with authoritative guidance issued by the Financial Accounting Standards Board (the “FASB”) pertaining to consolidation of variable interest entities, the accounts of Salishan-Mohegan are consolidated into the accounts of Mohegan Ventures-NW, and the accounts of MG&H, Mohegan Resorts and its subsidiaries are consolidated into the accounts of MTGA Gaming, as Mohegan Ventures-NW and MTGA Gaming are deemed to be the primary beneficiaries. In consolidation, all intercompany balances and transactions were eliminated.

Fair Value of Financial Instruments

The fair value amounts presented below are reported to satisfy disclosure requirements pursuant to authoritative guidance issued by the FASB pertaining to disclosures about fair values of financial instruments and are not necessarily indicative of amounts that the Authority could realize in a current market transaction.

The Authority applies the following fair value hierarchy, which prioritizes the inputs utilized to measure fair value into three levels:


•	Level 1-Quoted prices for identical assets or liabilities in active markets;


•	Level 2-Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets or valuations based on models where the significant inputs are observable or can be corroborated by observable market data; and


•	Level 3-Valuations based on models where the significant inputs are unobservable. The unobservable inputs reflect the Authority's estimates or assumptions that market participants would utilize in pricing such assets or liabilities.

The Authority's assessment of the significance of a particular input requires judgment and may affect the valuation of financial assets and liabilities and their placement within the fair value hierarchy.

The carrying amount of cash and cash equivalents, receivables, trade payables and promissory notes approximates fair value. The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands):



	March 31, 2012
	Carrying Value		Fair Value
Bank Credit Facility	$	399,000	$	387,529
Term Loan Credit Facility	$	220,560	$	228,094
2009 11¹/2% Second Lien Senior Secured Notes	$	194	$	205
2012 11¹/2% Second Lien Senior Secured Notes	$	193,841	$	204,296
2012 10¹/2% Third Lien Senior Secured Notes	$	417,771	$	360,327
2005 6 ¹/8% Senior Unsecured Notes	$	15,775	$	14,750
2002 8% Senior Subordinated Notes	$	66,454	$	69,694
2004 7¹/8% Senior Subordinated Notes	$	21,156	$	15,920
2005 6⁷/8% Senior Subordinated Notes	$	9,654	$	7,289
2012 11% Senior Subordinated Notes	$	344,190	$	251,259

The estimated fair values of the Authority's financing facilities and notes were based on Level 2 inputs (quoted market prices or prices of similar instruments) on or about March 31, 2012.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Long-Term Receivables

Long-term receivables consist primarily of receivables from affiliates and tenants. The following table presents a reconciliation of long-term receivables and the related reserves for doubtful collection of these long-term receivables (in thousands):



	Long-Term Receivables
	Affiliates (1)		Tenants			Total
Balance, December 31, 2011	$	47,757	$	1,247		$	49,004
Additions:
Issuance of affiliate advances and tenant loans	794		—			794
Deductions:
Payments received	—		(40		)	(40		)
Balance, March 31, 2012	$	48,551	$	1,207		$	49,758

Balance, September 30, 2011	$	46,561	$	1,285		$	47,846
Additions:
Issuance of affiliate advances and tenant loans	1,990		—			1,990
Deductions:
Payments received	—		(78		)	(78		)
Balance, March 31, 2012	$	48,551	$	1,207		$	49,758

__________


(1)	Includes interest receivable of $19.5 million, $20.1 million and $18.4 million as of December 31, 2011, March 31, 2012 and September 30, 2011, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010.



	Reserves for Doubtful Collection of Long-Term Receivables
	Affiliates		Tenants			Total
Balance, December 31, 2011	$	20,487	$	75		$	20,562
Additions:
Charges to bad debt expense	227		—			227
Deductions:
Adjustments	—		(2		)	(2		)
Balance, March 31, 2012	$	20,714	$	73		$	20,787

Balance, September 30, 2011	$	20,201	$	78		$	20,279
Additions:
Charges to bad debt expense	513		—			513
Deductions:
Adjustments	—		(5		)	(5		)
Balance, March 31, 2012	$	20,714	$	73		$	20,787

New Accounting Standards

In September 2011, the FASB issued revised guidance pertaining to the accounting standard for goodwill impairment tests. The revised guidance allows an entity the option to assess qualitative factors to determine whether the fair value of a reporting unit is less than its carrying value before performing the two-step goodwill impairment test. The revised guidance is effective for interim and annual periods beginning after December 15, 2011.The Authority adopted this guidance in its second quarter of fiscal 2012, and its adoption did not impact its financial position, results of operations or cash flows.

In May 2011, the FASB issued amended guidance seeking to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and International Financial Reporting Standards (“IFRS”). While consistent with existing fair value measurement principles under GAAP, the amended guidance expands existing disclosure requirements for fair value measurements and eliminates unnecessary differences between GAAP and IFRS. The amended guidance is effective for interim and annual periods beginning after December 15, 2011. The Authority adopted this guidance in its second quarter of fiscal 2012, and its adoption did not impact its financial position, results of operations or cash flows.

In April 2010, the FASB issued guidance pertaining to accruals for casino jackpot liabilities. The new guidance clarifies

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

that an entity should not accrue jackpot liabilities (or portions thereof) before a jackpot is won if the entity can avoid paying such jackpot. The new guidance specifies that jackpots should be accrued and charged to revenue when the entity has the obligation to pay such jackpot and applies to both base and progressive jackpots and requires a cumulative-effect adjustment to opening retained earnings in the period of adoption. The new guidance was effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2010. The Authority adopted this guidance in its first quarter of fiscal 2012, and as such, recorded a cumulative-effect adjustment, which decreased other current liabilities and increased retained earnings by $2.0 million.

NOTE 3—LONG-TERM DEBT:

Long-term debt consisted of the following (in thousands, including current maturities):



	March 31, 2012			September 30, 2011
Bank Credit Facility, due March 2015	$	399,000		$	535,000
Term Loan Facility, due March 2016, net of discount of $4,440	220,560			—
2009 11¹/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $6 and $6,325, respectively	194			193,675
2012 11¹/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $5,959	193,841			—
2012 10¹/2% Third Lien Senior Secured Notes, due December 2016	417,771			—
2005 6¹/8% Senior Unsecured Notes, due February 2013	15,775			250,000
2002 8% Senior Subordinated Notes, due April 2012	66,454			250,000
2004 7¹/8% Senior Subordinated Notes, due August 2014	21,156			225,000
2005 6⁷/8% Senior Subordinated Notes, due February 2015	9,654			150,000
2012 11% Senior Subordinated Notes, due September 2018	344,190			—
2009 Mohegan Tribe Promissory Note, due September 2014	10,000			10,000
2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2016	20,000			—
Mohegan Tribe Credit Facility, due September 2013	1,450			850
Salishan-Mohegan Bank Credit Facility, due March 2012	—			15,250
Subtotal	1,720,045			1,629,775
Plus: net deferred gain on derivative instruments sold	433			641
Long-term debt, excluding capital leases	1,720,478			1,630,416
Less: current portion of long-term debt	(91,229		)	(811,100		)
Long-term debt, net of current portion	$	1,629,249		$	819,316

On March 6, 2012, the Authority completed a comprehensive refinancing of its outstanding indebtedness, including the consummation of private exchange offers and consent solicitations with respect to its outstanding notes, an amendment and restatement of its bank credit facility and the execution and funding of a new term loan facility (all further discussed below). Consummation of the exchange offers resulted in the issuance of approximately $961.8 million in aggregate principal amount of new notes in exchange for an equivalent principal amount of tendered and accepted old notes. The Authority incurred approximately $58.2 million in costs in connection with these refinancing transactions. In accordance with authoritative guidance issued by the FASB pertaining to debt refinancing, these refinancing transactions were each considered a debt modification and approximately $14.3 million in transaction costs were written-off and recorded as a loss on early exchange of debt in the related accompanying condensed consolidated statements of income. The remaining $43.9 million in transaction costs was capitalized and included in other assets, net, in the related accompanying condensed consolidated balance sheet and will be amortized over the terms of the related debt.

Bank Credit Facility

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

in term loans and no revolving loans outstanding under the Bank Credit Facility. As of March 31, 2012, letters of credit issued under the Bank Credit Facility totaled $2.3 million, of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the Bank Credit Facility, and after taking into account restrictive financial covenant requirements, the Authority had approximately $72.7 million of borrowing capacity under the Bank Credit Facility as of March 31, 2012.

Borrowings under the Bank Credit Facility incur interest as follows: (i) for base rate revolving loans, base rate plus an applicable margin based on a leverage-based pricing grid between 2.25% and 3.25%; (ii) for Eurodollar rate revolving loans, the applicable LIBOR rate plus an applicable margin based on a leverage-based pricing grid between 3.50% and 4.50%; (iii) for base rate term loans, base rate plus an applicable margin equal to 3.25%; and (iv) for Eurodollar rate term loans, the applicable LIBOR rate plus 4.50%. For Eurodollar rate term loans, LIBOR is subject to a 1.0% floor. There also is a fee of between 0.25% and 0.50%, based on a leverage-based pricing grid, charged on unused revolving commitments. Interest on Eurodollar rate loans is payable at the end of each applicable interest period for periods of three months or less and for loans of more than three months, each March, June, September or December that occurs after the beginning of such interest period. Interest on base rate advances is payable quarterly in arrears. As of March 31, 2012, the $399.0 million term loan outstanding was based on the Eurodollar Rate floor of 1.00% plus an Applicable Rate of 4.50%. The Applicable Rate for commitment fees was 0.50% as of March 31, 2012. As of March 31, 2012 and September 30, 2011, accrued interest, including commitment fees, on the Bank Credit Facility was $1.4 million and $1.0 million, respectively.

The Authority's obligations under the Bank Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the Pennsylvania Entities, MBC, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming (the “Guarantors”). The Bank Credit Facility is collateralized by a first priority lien on substantially all of the Authority's property and assets and those of the Guarantors (other than MBC), including the assets that comprise Mohegan Sun at Pocono Downs and a leasehold mortgage on the land and improvements that comprise Mohegan Sun (the Authority and the Guarantors, other than MBC, are collectively referred to herein as the “Grantors”). The Grantors are also required to pledge additional assets as collateral for the Bank Credit Facility as they and future guarantor subsidiaries acquire them. The liens and security interests granted by the Grantors as security for the Authority's obligations under the Bank Credit Facility are senior in priority to the liens on the same collateral securing the New Term Loan Facility (as defined below) and the 2009 Second Lien Notes, the 2012 Second Lien Notes and the 2012 Third Lien Notes (each as defined below and, collectively, the “Secured Notes”). The collateral securing the Bank Credit Facility constitutes substantially all of the Grantors' property and assets that secure the New Term Loan Facility and the Secured Notes, but excludes certain excluded assets as defined in the Bank Credit Facility.

The Bank Credit Facility contains negative covenants applicable to the Authority and the Guarantors, including negative covenants governing incurrence of indebtedness, incurrence of liens, payment of dividends and other distributions, investments, asset sales, affiliate transactions, mergers or consolidations and capital expenditures. Additionally, the Bank Credit Facility includes financial maintenance covenants pertaining to total leverage, senior leverage and minimum fixed charge coverage.

As of March 31, 2012, the Authority and the Tribe were in compliance with all respective covenant requirements under the Bank Credit Facility.

New Term Loan Facility

On March 6, 2012, the Authority entered into a loan agreement providing for a $225.0 million first lien, second out term loan with Wells Fargo Gaming Capital, LLC, serving as Administrative Agent. The New Term Loan Facility was issued at a price of 98.0% of par, for an initial yield of approximately 9.6% per annum. The New Term Loan Facility has no mandatory amortization and is payable in full on March 31, 2016. The net proceeds from the New Term Loan Facility were used to refinance the Authority's existing indebtedness, permanently reduce commitments under the Bank Credit Facility and pay accrued interest, fees and expenses in connection with the Authority's refinancing transactions consummated on March 6, 2012.

Loans under the New Term Loan Facility bear interest at a rate of: (i) for base rate loans, the base rate plus 6.50% per annum and (ii) for Eurodollar rate loans, LIBOR plus 7.50% per annum. In all cases, LIBOR is subject to a 1.50% floor. Interest on Eurodollar rate loans is payable at the end of each applicable interest period or every quarter in arrears, if an interest period exceeds three months. Interest on base rate loans is payable quarterly in arrears. As of March 31, 2012, the Authority had a $225.0 million Eurodollar Rate loan outstanding, which was based on the Eurodollar Rate floor of 1.50% plus an Applicable Rate of 7.50%. As of March 31, 2012, accrued interest on the New Term Loan Facility was $1.3 million.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

New Term Loan Facility constitutes substantially all of the Grantors' property and assets that secure the Bank Credit Facility and the Secured Notes, but excludes certain excluded assets as defined in the New Term Loan Facility.

The New Term Loan Facility contains negative covenants that are substantially the same as the negative covenants contained in the Bank Credit Facility. The New Term Loan Facility also contains financial maintenance covenants that are substantially the same as those in the Bank Credit Facility and also includes a separate first lien leverage ratio covenant.

As of March 31, 2012, the Authority and the Tribe were in compliance with all respective covenant requirements under the New Term Loan Facility.

First Lien Intercreditor Agreement

On March 6, 2012, Bank of America, N.A., as collateral agent and authorized representative under the Bank Credit Facility and Wells Fargo Gaming Capital, LLC, as collateral agent and authorized representative under the New Term Loan Agreement, entered into a First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”), which was acknowledged by the Grantors. The First Lien Intercreditor Agreement establishes the relative priority of claims and rights of the lenders and agents under the Bank Credit Facility and the New Term Loan Facility to the shared collateral, and certain other matters relating to the administration and enforcement of their respective security interests. Among other things, the First Lien Intercreditor Agreement provides, subject to certain exceptions, that, in the case of an exercise of remedies against the shared collateral, the obligations under the Bank Credit Facility must be paid in full and discharged prior to the payment of the obligations under the New Term Loan Facility.

Senior Secured Notes

2009 11¹/2% Second Lien Senior Secured Notes

In October 2009, the Authority issued $200.0 million Second Lien Senior Secured Notes with fixed interest payable at a rate of 11.50% per annum (the “2009 Second Lien Notes”). The 2009 Second Lien Notes were issued at a price of 96.234% of par, to yield an effective interest rate of 12.25% per annum. The 2009 Second Lien Notes mature on November 1, 2017. The first call date for the 2009 Second Lien Notes is November 1, 2013. Interest on the 2009 Second Lien Notes is payable semi-annually on May 1^st and November 1^st.

On March 6, 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2009 Second Lien Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2009 Second Lien Notes, which eliminated a substantial number of restrictive covenants under the notes and related indenture. The aggregate principal amount of 2009 Second Lien Notes tendered and exchanged was $199.8 million. An aggregate principal amount of $200,000 of 2009 Second Lien Notes remains outstanding as of March 31, 2012. As of March 31, 2012 and September 30, 2011, accrued interest on the 2009 Second Lien Notes was $10,000 and $9.6 million, respectively.

The 2009 Second Lien Notes are collateralized by a second priority lien on substantially all of the Grantors' and future guarantor subsidiaries' properties and assets, and are effectively subordinated to all of the Authority's and its existing and future guarantor subsidiaries' first priority lien secured indebtedness, including borrowings under the Bank Credit Facility and New Term Loan Facility, to the extent of the value of the collateral securing such indebtedness. The 2009 Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The 2009 Second Lien Notes and guarantees have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

2012 11 ½% Second Lien Senior Secured Notes

On March 6, 2012, the Authority issued $199.8 million Second Lien Senior Secured Notes with fixed interest payable at a rate of 11.50% per annum (the “2012 Second Lien Notes”) in exchange for an equal amount of 2009 Second Lien Notes. The 2012 Second Lien Notes mature on November 1, 2017. The Authority may redeem the 2012 Second Lien Notes, in whole or in part, at any time prior to November 1, 2014, at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. On or after November 1, 2014, the Authority may redeem the 2012 Second Lien Notes, in whole or in part, at a premium decreasing ratably to zero, plus accrued interest. If a change of control of the Authority occurs, the Authority must offer

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

to repurchase the 2012 Second Lien Notes at a price equal to 101% of the principal amount, plus accrued interest. In addition, if the Authority undertakes certain types of asset sales or suffers events of loss, and the Authority does not use the related sale or insurance proceeds for specified purposes, the Authority may be required to offer to repurchase the 2012 Second Lien Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2012 Second Lien Notes is payable semi-annually on May 1^st and November 1^st, commencing November 1, 2012. As of March 31, 2012, accrued interest on the 2012 Second Lien Notes was $1.6 million.

The 2012 Second Lien Notes and the related guarantees are secured by second lien security interests in substantially all of the Authority's property and assets and that of the Grantors. These liens are junior in priority to the liens on the same collateral securing the Authority's Bank Credit Facility and New Term Loan Facility (and permitted replacements thereof) and to all other permitted prior liens, including liens securing certain hedging obligations. The collateral securing the 2012 Second Lien Notes constitutes substantially all of the Grantors' property and assets that secure the Bank Credit Facility and New Term Loan Facility, the 2009 Second Lien Notes and the 2012 Third Lien Notes, but excludes certain excluded assets as defined in the 2012 Second Lien Notes indenture. The 2012 Second Lien Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The 2012 Second Lien Notes and guarantees have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

2012 10 ½% Third Lien Senior Secured Notes

On March 6, 2012, the Authority issued approximately $417.7 million Third Lien Senior Secured Notes with fixed interest payable at a rate of 10.50% per annum (the “2012 Third Lien Notes”) in exchange for $234.2 million of 2005 Senior Unsecured Notes and $183.5 million of 2002 Senior Subordinated Notes. The 2012 Third Lien Notes mature on December 15, 2016. The Authority may redeem the 2012 Third Lien Notes, in whole or in part, at any time at a price equal to 100% of the principal amount plus accrued interest. If a change of control of the Authority occurs, the Authority must offer to repurchase the 2012 Third Lien Notes at a price equal to 101% of the principal amount, plus accrued interest. In addition, if the Authority undertakes certain types of asset sales or suffers events of loss, and the Authority does not use the related sale or insurance proceeds for specified purposes, the Authority may be required to offer to repurchase the 2012 Third Lien Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2012 Third Lien Notes is payable semi-annually on June 15^th and December 15^th, commencing December 15, 2012. As of March 31, 2012, accrued interest on the 2012 Third Lien Notes was $3.0 million.

The 2012 Third Lien Notes and the related guarantees are secured by third lien security interests in substantially all of the Grantors' property and assets. These liens are junior in priority to the liens on the same collateral securing the Authority's Bank Credit Facility and New Term Loan Facility, the 2012 Second Lien Notes and the 2009 Second Lien Notes (and permitted replacements of each of the foregoing) and to all other permitted prior liens, including liens securing certain hedging obligations. The collateral securing the 2012 Third Lien Notes constitutes substantially all of the Grantors' property and assets that secure the Bank Credit Facility and New Term Loan Facility, the 2012 Second Lien Notes and the 2009 Second Lien Notes, but excludes certain excluded assets as defined in the 2012 Third Lien Notes indenture. The 2012 Third Lien Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The 2012 Third Lien Notes and guarantees have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

General Intercreditor Agreement

On March 6, 2012, Bank of America, N.A., as administrative agent and collateral agent under the Bank Credit Facility, Wells Fargo Gaming Capital, LLC, as administrative agent and collateral agent under the New Term Loan Facility, U.S. Bank National Association, as trustee under the indenture for the 2009 Second Lien Notes and 2012 Second Lien Notes and authorized collateral agent for the second lien secured parties, and U.S. Bank National Association, as trustee under the 2012 Third Lien Notes and authorized collateral agent for the third lien secured parties, entered into an Amended and Restated Collateral Agency and Intercreditor Agreement (the “General Intercreditor Agreement”), which was acknowledged by the Grantors. The General Intercreditor Agreement establishes the relative lien priorities and rights of the lenders under the Authority's various secured obligations to the shared collateral, and certain other matters relating to the administration and enforcement of their respective security interests. The General Intercreditor Agreement provides, subject to certain exceptions, that, in the case of an exercise of

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

remedies against the shared collateral, the obligations under (i) the Bank Credit Facility and the New Term Loan Facility must be paid in full and discharged prior to the payment of the Authority's obligations secured by junior liens and (ii) the 2009 Second Lien Notes and the 2012 Second Lien Notes must be paid in full and discharged prior to the payment of the obligations under the 2012 Third Lien Notes.

Senior Unsecured Notes

2005 6¹/8% Senior Unsecured Notes

In February 2005, the Authority issued $250.0 million Senior Unsecured Notes with fixed interest payable at a rate of 6.125% per annum (the “2005 Senior Unsecured Notes”). The 2005 Senior Unsecured Notes mature on February 15, 2013. The 2005 Senior Unsecured Notes are callable at the Authority's option at par. Interest on the 2005 Senior Unsecured Notes is payable semi-annually on February 15^th and August 15^th.

On March 6, 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2005 Senior Unsecured Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2005 Senior Unsecured Notes, which eliminated a substantial number of restrictive covenants under the notes and related indenture. The aggregate principal amount of 2005 Senior Unsecured Notes tendered and exchanged was $234.2 million. An aggregate principal amount of $15.8 million of the 2005 Senior Unsecured Notes remains outstanding as of March 31, 2012. As of March 31, 2012 and September 30, 2011, accrued interest on the 2005 Senior Unsecured Notes was $81,000 and $1.9 million, respectively.

The 2005 Senior Unsecured Notes are uncollateralized general obligations of the Authority, and are effectively subordinated to all of the Authority's and the Guarantors' and future guarantor subsidiaries' senior secured indebtedness, including the Bank Credit Facility, New Term Loan Facility, 2009 Second Lien Notes, 2012 Second Lien Notes and 2012 Third Lien Notes, to the extent of the value of the collateral securing such indebtedness. The 2005 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. Refer to Note 8 for condensed consolidating financial information of the Authority and its Guarantor and non-guarantor entities.

Senior Subordinated Notes

2002 8% Senior Subordinated Notes

In February 2002, the Authority issued $250.0 million Senior Subordinated Notes with fixed interest payable at a rate of 8.000% per annum (the “2002 Senior Subordinated Notes”). The 2002 Senior Subordinated Notes matured on April 1, 2012. The 2002 Senior Subordinated Notes were callable at the Authority's option at par. Interest on the 2002 Senior Subordinated Notes was payable semi-annually on April 1^st and October 1^st.

On March 6, 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2002 Senior Subordinated Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2002 Senior Subordinated Notes, which eliminated a substantial number of restrictive covenants under the notes and related indenture. The aggregate principal amount of 2002 Senior Subordinated Notes tendered and exchanged was $183.5 million. An aggregate principal amount of $66.5 million of the 2002 Senior Subordinated Notes remained outstanding as of March 31, 2012. As of March 31, 2012 and September 30, 2011, accrued interest on the 2002 Senior Subordinated Notes was $2.7 million and $10.0 million, respectively. The Authority repaid the outstanding $66.5 million 2002 Senior Subordinated Notes, including accrued interest, at maturity on April 2, 2012 with proceeds from the Bank Credit Facility.

2004 7¹/8% Senior Subordinated Notes

In August 2004, the Authority issued $225.0 million Senior Subordinated Notes with fixed interest payable at a rate of 7.125% per annum (the “2004 Senior Subordinated Notes”). The 2004 Senior Subordinated Notes mature on August 15, 2014. The 2004 Senior Subordinated Notes are callable at the Authority's option at par. Interest on the 2004 Senior Subordinated Notes is payable semi-annually on February 15^th and August 15^th.

On March 6, 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2004 Senior Subordinated Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2004 Senior Subordinated Notes, which eliminated a substantial number of restrictive covenants under the notes and related indenture. The aggregate principal amount of 2004 Senior Subordinated Notes tendered and exchanged was $203.8 million. An aggregate principal amount of $21.2 million of the 2004 Senior Subordinated

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Notes remains outstanding as of March 31, 2012. As of March 31, 2012 and September 30, 2011, accrued interest on the 2004 Senior Subordinated Notes was $148,000 and $2.0 million, respectively.

2005 6⁷/8% Senior Subordinated Notes

In February 2005, the Authority issued $150.0 million Senior Subordinated Notes with fixed interest payable at a rate of 6.875% per annum (the “2005 Senior Subordinated Notes”). The 2005 Senior Subordinated Notes mature on February 15, 2015. The 2005 Senior Subordinated Notes are callable at the Authority's option at par. Interest on the 2005 Senior Subordinated Notes is payable semi-annually on February 15^th and August 15^th.

On March 6, 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2005 Senior Subordinated Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2005 Senior Subordinated Notes, which eliminated a substantial number of restrictive covenants under the notes and related indenture. The aggregate principal amount of 2005 Senior Subordinated Notes tendered and exchanged was $140.3 million. An aggregate principal amount of $9.7 million of the 2005 Senior Subordinated Notes remains outstanding as of March 31, 2012. As of March 31, 2012 and September 30, 2011, accrued interest on the 2005 Senior Subordinated Notes was $56,000 and $1.3 million, respectively.

2012 11% Senior Subordinated Notes

On March 6, 2012, the Authority issued $344.2 million Senior Subordinated Toggle Notes with fixed interest payable at a rate of 11% per annum (the “2012 Senior Subordinated Notes”) in exchange for $203.8 million of 2004 Senior Subordinated Notes and $140.3 million of 2005 Senior Subordinated Notes. The 2012 Senior Subordinated Notes mature on September 15, 2018. The Authority may redeem the 2012 Senior Subordinated Notes, in whole or in part, at any time, at a price equal to 100% of the principal amount plus accrued interest. If a change of control of the Authority occurs, the Authority must offer to repurchase the 2012 Senior Subordinated Notes at a price equal to 101% of the principal amount, plus accrued interest. In addition, if the Authority undertakes certain types of asset sales or suffers events of loss, and the Authority does not use the related sale or insurance proceeds for specified purposes, the Authority may be required to offer to repurchase the 2012 Senior Subordinated Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2012 Senior Subordinated Notes is payable semi-annually on March 15^th and September 15^th, commencing September 15, 2012. The initial interest payment on the 2012 Senior Subordinated Notes will be payable entirely in cash. For any subsequent interest payment period through March 15, 2018, the Authority may, at its option, elect to pay interest on the 2012 Senior Subordinated Notes either entirely in cash or by paying up to 2% in 2012 Senior Subordinated Notes (“PIK Interest”). If the Authority elects to pay PIK Interest, such election will increase the principal amount of the 2012 Senior Subordinated Notes in an amount equal to the amount of PIK Interest for the applicable interest payment period to holders of 2012 Senior Subordinated Notes on the relevant record date. As of March 31, 2012, accrued interest on the 2012 Senior Subordinated Notes was $2.6 million.

The 2012 Senior Subordinated Notes and guarantees have not been and will not be registered under the Securities Act of 1933 or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

The Authority's senior subordinated notes are uncollateralized general obligations of the Authority, and are subordinated to borrowings under the Bank Credit Facility, the New Term Loan Facility, the 2009 Second Lien Notes, the 2012 Second Lien Notes, the 2012 Third Lien Notes and the 2005 Senior Unsecured Notes. The senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors. Refer to Note 8 for condensed consolidating financial information of the Authority and its Guarantor and non-guarantor entities.

The senior and senior subordinated note indentures contain certain non-financial and financial covenant requirements with which the Authority and the Tribe must comply. The non-financial covenant requirements include, among other things, reporting obligations, compliance with laws and regulations, maintenance of licenses and insurances and continued existence of the Authority. The financial covenant requirements include, among other things, subject to certain exceptions, limitations on the Authority's and the Guarantors' ability to incur additional indebtedness, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company, transfer or sell assets or impair assets constituting collateral.

As of March 31, 2012, the Authority and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The Authority or its affiliates may, from time to time, seek to purchase or otherwise retire outstanding indebtedness for cash in open market purchases, privately negotiated transactions or otherwise. Any such transaction will depend on prevailing market conditions and the Authority's liquidity and covenant requirement restrictions, among other factors.

Line of Credit

As of March 31, 2012, the Authority had a $16.5 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit was amended in March 2012 to, among other things, extend the maturity date to March 31, 2015. Pursuant to the provisions of the Bank Credit Facility, the Line of Credit may be replaced by an “autoborrow loan” governed by the terms of an “autoborrow agreement” described in the Bank Credit Facility. Under the Line of Credit, as amended, each advance accrues interest on the basis of a one-month LIBOR Rate plus the Applicable Margin based on the Authority's total leverage ratio, as each term is defined under the Line of Credit.. Borrowings under the Line of Credit are uncollateralized obligations. As of March 31, 2012, no amount was drawn on the Line of Credit. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as the corresponding covenants contained in the Bank Credit Facility. As of March 31, 2012, the Authority was in compliance with all covenant requirements under the Line of Credit and had $16.5 million of borrowing capacity thereunder. As of March 31, 2012, there was no accrued interest on the Line of Credit. As of September 30, 2011, accrued interest on the Line of Credit was $7,000.

2009 Mohegan Tribe Promissory Note

In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan (the “2009 Mohegan Tribe Promissory Note”). The 2009 Mohegan Tribe Promissory Note was amended in March 2012 to extend the maturity date to September 30, 2014. As amended, the 2009 Mohegan Tribe Promissory Note accrues interest at an annual rate of 10.0%. Accrued interest is payable quarterly in the amount of $1.2 million, commencing December 31, 2013 and continuing through June 31, 2014, with the balance of accrued and unpaid interest due at maturity. Principal outstanding under the 2009 Mohegan Tribe Promissory Note amortizes as follows: (i) $1.625 million per quarter, commencing December 31, 2012 and continuing through September 30, 2013 and (ii) $875,000 per quarter, commencing December 31, 2013. As of March 31, 2012 and September 30, 2011, accrued interest on the Mohegan Tribe Promissory Note was $3.4 million and $2.7 million, respectively

2012 Mohegan Tribe Minor's Trust Promissory Note

In March 2012, Comerica Bank & Trust, N.A., Trustee f/b/o The Mohegan Tribe of Indians of Connecticut Minor's Trust, made a $20.0 million loan to Salishan-Mohegan (the “2012 Mohegan Tribe Minor's Trust Promissory Note”), the proceeds of which were used to repay, among other things, the Salishan-Mohegan Bank Credit Facility. The 2012 Mohegan Tribe Minor's Trust Promissory Note matures on March 31, 2016. The 2012 Mohegan Tribe Minor's Trust Promissory Note accrues interest at an annual rate of 10.0%. Accrued interest is payable quarterly, commencing June 30, 2012. Principal outstanding under the 2012 Mohegan Tribe Minor's Trust Promissory Note amortizes as follows: (i) $500,000 per quarter, commencing December 31, 2012 and continuing through September 30, 2014 and (ii) $1.5 million per quarter, commencing December 31, 2014 and continuing to maturity. As of March 31, 2012, accrued interest on the 2012 Mohegan Tribe Minor's Trust Promissory Note was $11,000.

Mohegan Tribe Credit Facility

In 2011, the Tribe provided Salishan-Mohegan with a $1.75 million revolving credit facility (the “Mohegan Tribe Credit Facility”). The Mohegan Tribe Credit Facility was amended in March 2012 to extend the maturity date to September 30, 2013 and reduce the borrowing capacity to $1.45 million. The Mohegan Tribe Credit Facility accrues interest at an annual rate of 15.0% payable at maturity. As amended, principal outstanding under the Mohegan Tribe Credit Facility amortizes at a rate of $362,500 per quarter, commencing December 31, 2012. As of March 31, 2012, the Mohegan Tribe Credit Facility was fully drawn. As of March 31, 2012 and September 30, 2011, accrued interest on the Mohegan Tribe Credit Facility was $140,000 and $47,000, respectively.

Salishan-Mohegan Bank Credit Facility

Salishan-Mohegan previously had a $15.25 million revolving credit facility with Bank of America, N.A. (the “Salishan-Mohegan Bank Credit Facility”). The Salishan-Mohegan Bank Credit Facility, including accrued interest, matured in March 2012, at which time it was repaid with proceeds from the 2012 Mohegan Tribe Minor's Trust Promissory Note. As of September 30, 2011, accrued interest on the Salishan-Mohegan Bank Credit Facility was $19,000.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 4—RELATED PARTY TRANSACTIONS:

Distributions to the Tribe totaled $10.0 million and $4.6 million for the three months ended March 31, 2012 and 2011, respectively, and $28.0 million and $9.1 million for the six months ended March 31, 2012 and 2011, respectively.

The Tribe provides certain governmental and administrative services in connection with the operation of Mohegan Sun. The Authority incurred expenses for such services totaling $6.7 million and $6.8 million for the three months ended March 31, 2012 and 2011, respectively, and $13.5 million and $13.7 million for the six months ended March 31, 2012 and 2011, respectively.

The Authority purchases most of its utilities, including electricity, gas, water and waste water services, from an instrumentality of the Tribe, the Mohegan Tribal Utility Authority. The Authority incurred costs for such utilities totaling $4.6 million and $5.8 million for the three months ended March 31, 2012 and 2011, respectively, and $10.0 million and $11.0 million for the six months ended March 31, 2012 and 2011, respectively.

The Authority incurred interest expense associated with the 2009 Mohegan Tribe Promissory Note totaling $338,000 and $370,000 for the three months ended March 31, 2012 and 2011, respectively, and $716,000 and $748,000 for the six months ended March 31, 2012 and 2011, respectively.

The Authority incurred interest expense associated with the 2012 Mohegan Tribe Minor's Trust Promissory Note totaling $11,000 for the three months and six months ended March 31, 2012.

The Authority incurred interest expense associated with the Mohegan Tribe Credit Facility totaling $51,000 and $3,000 for the three months ended March 31, 2012 and 2011, respectively, and $93,000 and $3,000 for the six months ended March 31, 2012 and 2011, respectively.

NOTE 5—COMMITMENTS AND CONTINGENCIES:

Slot Win and Free Promotional Slot Play Contributions

In May 1994, the Tribe and the State of Connecticut entered into a Memorandum of Understanding (“MOU”), which sets forth certain matters regarding implementation of the Mohegan Compact. The MOU stipulates that a portion of revenues from slot machines must be paid to the State of Connecticut (“Slot Win Contribution”). Slot Win Contribution payments are not required if the State of Connecticut legalizes any other gaming operation with slot machines, video facsimiles of games of chance or other commercial casino games within the State of Connecticut, except those consented to by the Tribe and the Mashantucket Pequot Tribe (the “MPT”). For each 12-month period commencing July 1, 1995, Slot Win Contribution payments shall be the lesser of: (1) 30% of gross revenues from slot machines, or (2) the greater of (a) 25% of gross revenues from slot machines or (b) $80.0 million.

In September 2009, the Authority entered into a settlement agreement with the State of Connecticut regarding contribution payments on the Authority's free promotional slot play program. Under the terms of the settlement agreement, effective July 1, 2009, the State of Connecticut agreed that no value shall be attributed to free promotional slot plays utilized by patrons at Mohegan Sun for purposes of calculating monthly contribution payments, provided that the aggregate amount of free promotional slot plays during any month does not exceed 5.5% of gross revenues from slot machines for such month. In the event free promotional slot plays granted by the Authority exceed 5.5% of monthly gross revenues from slot machines, contribution payments are required on such excess face amount of free promotional slot plays at the same rate as Slot Win Contribution payments, or 25%.

The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling $43.4 million and $45.5 million for the three months ended March 31, 2012 and 2011, respectively, and $86.8 million and $88.6 million for the six months ended March 31, 2012 and 2011, respectively. As of March 31, 2012 and September 30, 2011, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $15.3 million.

Pennsylvania Slot Machine Tax

Downs Racing holds a Category One slot machine license issued by the Pennsylvania Gaming Control Board (the “PGCB”) for the operation of slot machines at Mohegan Sun at Pocono Downs. This license permits Downs Racing to install and operate up to 3,000 slot machines at Mohegan Sun at Pocono Downs, expandable to up to a total of 5,000 slot machines upon request and approval of the PGCB.

The Pennsylvania Race Horse Development and Gaming Act stipulates that holders of Category One slot machine licenses must pay a portion of revenues from slot machines to the PGCB on a daily basis (“Pennsylvania Slot Machine Tax”), which includes local share assessments to be paid to the cities and municipalities hosting Mohegan Sun at Pocono Downs and amounts to be paid to the Pennsylvania Harness Horsemen's Association, Inc. (the “PHHA”). The Pennsylvania Slot Machine Tax is currently 55% of gross revenues from slot machines, 2% of which is subject to a $10.0 million minimum annual threshold to ensure that

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

the host cities and municipalities receive an annual minimum of $10.0 million in local share assessments. Downs Racing maintains a $1.5 million escrow deposit in the name of the Commonwealth of Pennsylvania for Pennsylvania Slot Machine Tax payments, which was included in other assets, net, in the accompanying condensed consolidated balance sheets.

The Authority reflected expenses associated with the Pennsylvania Slot Machine Tax totaling $33.8 million and $32.3 million for the three months ended March 31, 2012 and 2011, respectively, and $67.3 million and $63.1 million for the six months ended March 31, 2012 and 2011, respectively. As of March 31, 2012 and September 30, 2011, outstanding Pennsylvania Slot Machine Tax payments totaled $2.7 million and $4.8 million, respectively.

Pennsylvania Table Game Tax

In January 2010, the Commonwealth of Pennsylvania amended the Pennsylvania Race Horse Development and Gaming Act to allow slot machine operators in the Commonwealth of Pennsylvania to obtain a table game operation certificate and operate certain table games, including poker. On July 13, 2010, Downs Racing opened its table game and poker operations at Mohegan Sun at Pocono Downs. Under the amended law, holders of table game operation certificates must pay a portion of revenues from table games to the PGCB on a weekly basis (“Pennsylvania Table Game Tax”). During the initial two years of operation, the Pennsylvania Table Game Tax is 14%, plus 2% in local share assessments. Following the initial two years of operation, the Pennsylvania Table Game Tax will be reduced to 12%, plus the 2% local share assessments.

The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.8 million and $1.6 million for the three months ended March 31, 2012 and 2011, respectively, and $3.6 million and $3.2 million for the six months ended March 31, 2012 and 2011, respectively. As of March 31, 2012 and September 30, 2011, outstanding Pennsylvania Table Game Tax payments totaled $155,000 and $87,000, respectively.

Pennsylvania Regulatory Fee

Slot machine licensees in the Commonwealth of Pennsylvania are required to reimburse state gaming regulatory agencies for various administrative and operating expenses (“Pennsylvania Regulatory Fee”) at a rate of 1.5% of gross revenues from slot machines and table games.

The Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $1.3 million and $1.2 million for the three months ended March 31, 2012 and 2011, respectively, and $2.6 million and $2.4 million for the six months ended March 31, 2012 and 2011, respectively. As of March 31, 2012 and September 30, 2011, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $130,000 and $106,000, respectively.

Pennsylvania Gaming Control Board Loans

The PGCB was initially granted $36.1 million in loans to fund start-up costs for gaming in the Commonwealth of Pennsylvania, which are to be repaid by slot machine licensees (the "Initial Loans"). The PGCB was subsequently granted an additional $63.8 million in loans to fund ongoing gaming oversight costs, which also are to be repaid by slot machine licensees (the "Subsequent Loans"). Repayment of the Initial Loans will commence when all 14 authorized gaming facilities are opened in the Commonwealth of Pennsylvania. Currently, 11 of the 14 authorized gaming facilities have commenced operations. As of March 31, 2012, the Authority has concluded that a repayment contingency for the Initial Loans is probable but not reasonably estimable since the PGCB has not yet established a method of assessment of repayment for the Initial Loans and, as such, the Authority has not recorded a related accrual for such repayment. In June 2011, the PGCB adopted a method of assessment of repayment for the Subsequent Loans pursuant to which repayment commenced on January 1, 2012 and will continue over a 10-year period in accordance with a formula based on a combination of a single fiscal year and cumulative gross revenues from slot machines for each operating slot machine licensee. The Authority reflected expenses associated with this repayment schedule totaling $169,000 and $338,000 for the three months and six months ended March 31, 2012, respectively.

Horsemen’s Agreement

Downs Racing and the PHHA are parties to an agreement that governs all live harness racing and simulcasting and account wagering at the Pennsylvania Entities through December 31, 2014. As of March 31, 2012 and September 30, 2011, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $7.6 million and $9.2 million, respectively.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Priority Distribution Agreement

In August 2001, the Authority and the Tribe entered into an agreement (the “Priority Distribution Agreement”), which stipulates that the Authority must make monthly payments to the Tribe to the extent of the Authority's Net Cash Flow, as defined under the Priority Distribution Agreement. The Priority Distribution Agreement, which has a perpetual term, limits the maximum aggregate priority distribution payments in each calendar year to $14.0 million, as adjusted annually in accordance with a formula specified in the Priority Distribution Agreement to reflect the effects of inflation. Payments under the Priority Distribution Agreement: (1) do not reduce the Authority's obligations to reimburse the Tribe for governmental and administrative services provided by the Tribe or to make payments under any other agreements with the Tribe; (2) are limited obligations of the Authority and are payable only to the extent of the Authority's Net Cash Flow, as defined under the Priority Distribution Agreement; and (3) are not secured by a lien or encumbrance on any of the Authority's assets or properties.

The Authority reflected payments associated with the Priority Distribution Agreement totaling $4.7 million and $4.6 million for the three months ended March 31, 2012 and 2011, respectively, and $9.3 million and $9.1 million for the six months ended March 31, 2012 and 2011, respectively.

Litigation

The Authority is a defendant in various litigation matters resulting from its normal course of business. In management's opinion, the aggregate liability, if any, arising from such litigations will not have a material impact on the Authority's financial position, results of operations or cash flows.

NOTE 6—RELINQUISHMENT AGREEMENT:

In February 1998, the Authority and Trading Cove Associates (“TCA”) entered into a relinquishment agreement (the “Relinquishment Agreement”). Effective January 1, 2000 (the “Relinquishment Date”), the Relinquishment Agreement superseded a then-existing management agreement with TCA. The Relinquishment Agreement provides, among other things, that the Authority make certain payments to TCA out of, and determined as a percentage of, Revenues, as defined under the Relinquishment Agreement, generated by Mohegan Sun over a 15-year period commencing on the Relinquishment Date. The payments (“Senior Relinquishment Payments” and “Junior Relinquishment Payments”) have separate schedules and priorities. Senior Relinquishment Payments commenced on April 25, 2000, 25 days following the end of the first three-month period after the Relinquishment Date, and continue at the end of each three-month period thereafter until January 25, 2015. Junior Relinquishment Payments commenced on July 25, 2000, 25 days following the end of the first six-month period after the Relinquishment Date, and continue at the end of each six-month period thereafter until January 25, 2015. Each Senior and Junior Relinquishment Payment is 2.5% of Revenues generated by Mohegan Sun over the immediate preceding three-month or six-month payment period, as the case may be. Revenues are defined under the Relinquishment Agreement as gross gaming revenues, other than Class II Gaming revenues, and all other revenues, as defined, including, without limitation, hotel revenues, room service revenues, food and beverage revenues, ticket revenues, fees or receipts from the convention/events center and all rental revenues or other receipts from lessees and concessionaires, but not the gross receipts of such lessees, licenses and concessionaires, derived directly or indirectly from the facilities, as defined. Revenues under the Relinquishment Agreement exclude revenues generated from certain expansion areas of Mohegan Sun, such as Casino of the Wind, as such areas do not constitute facilities as defined under the Relinquishment Agreement.

In the event of any bankruptcy, liquidation, reorganization or similar proceeding relating to the Authority, the Relinquishment Agreement provides that Senior and Junior Relinquishment Payments then due and owing are subordinated in right of payment to the Authority's senior secured indebtedness and capital lease obligations, and that Junior Relinquishment Payments then due and owing are further subordinated in right of payment to all of the Authority's other senior indebtedness. The Relinquishment Agreement also provides that all relinquishment payments are subordinated in right of payment to minimum priority distribution payments, which are required monthly payments made by the Authority to the Tribe under the Priority Distribution Agreement, to the extent then due. The Authority, in accordance with authoritative guidance issued by the FASB pertaining to the accounting for contingencies, recorded a $549.1 million relinquishment liability at September 30, 1998 based on the estimated present value of its obligations under the Relinquishment Agreement.

As of March 31, 2012 and September 30, 2011, the carrying amount of the relinquishment liability was $154.3 million and $178.3 million, respectively. The decrease in the relinquishment liability during the six months ended March 31, 2012 was due to $28.1 million in relinquishment payments. This reduction in the liability was offset by $4.1 million representing the accretion of discount to the relinquishment liability.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Relinquishment payments consisted of the following (in millions):



	For the Six Months Ended
	March 31, 2012		March 31, 2011
Principal	$	23.2	$	21.1
Accretion of discount	4.9		6.7
Total	$	28.1	$	27.8

The accretion of discount to the relinquishment liability reflects the accretion of the discount to the present value of the relinquishment liability for the impact of the time value of money. As of March 31, 2012 and September 30, 2011, relinquishment payments earned but unpaid were $13.3 million and $14.7 million, respectively.

NOTE 7—SEGMENT REPORTING:

As of March 31, 2012, the Authority owns and operates either directly or through wholly-owned subsidiaries Mohegan Sun, the Connecticut Sun WNBA franchise and the Mohegan Sun Country Club (collectively, the “Connecticut Entities”), and the Pennsylvania Entities. All of the Authority's revenues are derived from these operations. The Connecticut Sun WNBA franchise and the Mohegan Sun Country Club are aggregated with the Mohegan Sun operating segment because these operations all share similar economic characteristics, which is to generate gaming and entertainment revenues by attracting patrons to Mohegan Sun. The Authority's executive officers review and assess the performance and operating results and determine the proper allocation of resources to the Connecticut Entities and the Pennsylvania Entities on a separate basis. The Authority, therefore, believes that it has two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut Entities, and (2) Mohegan Sun at Pocono Downs, which includes the operations of the Pennsylvania Entities. The following tables provide financial information related to each segment (in thousands):



	For the Three Months Ended						For the Six Months Ended
	March 31, 2012			March 31, 2011			March 31, 2012			March 31, 2011
Net revenues:
Mohegan Sun	$	273,064		$	274,165		$	546,962		$	537,995
Mohegan Sun at Pocono Downs	78,090			73,779			156,068			145,554
Total	351,154			347,944			703,030			683,549
Income (loss) from operations:
Mohegan Sun	56,630			53,247			103,623			95,791
Mohegan Sun at Pocono Downs	10,912			7,594			20,944			13,913
Corporate	(4,552		)	(3,813		)	(8,067		)	(8,392		)
Total	62,990			57,028			116,500			101,312
Accretion of discount to the relinquishment liability	(2,062		)	(2,841		)	(4,124		)	(5,683		)
Interest income	687			618			1,717			1,398
Interest expense	(32,657		)	(29,713		)	(61,466		)	(59,459		)
Loss on early exchange of debt	(14,306		)	—			(14,306		)	—
Other expense, net	(42		)	(349		)	(38		)	(344		)
Net income	14,610			24,743			38,283			37,224
Loss attributable to non-controlling interests	482			465			811			914
Net income attributable to Mohegan Tribal Gaming Authority	$	15,092		$	25,208		$	39,094		$	38,138



	For the Six Months Ended
	March 31, 2012		March 31, 2011
Capital expenditures incurred:
Mohegan Sun	$	22,913	$	14,096
Mohegan Sun at Pocono Downs	2,511		3,046
Total	$	25,424	$	17,142

	March 31, 2012		September 30, 2011
Total assets:
Mohegan Sun	$	1,510,200	$	1,505,210
Mohegan Sun at Pocono Downs	576,628		584,267
Corporate	190,127		113,719
Total	$	2,276,955	$	2,203,196

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 8—SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of March 31, 2012, substantially all of the Authority's outstanding debt is fully and unconditionally guaranteed, on a joint and several basis, by the following 100% owned subsidiaries of the Authority: the Pennsylvania Entities, MBC, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. The Authority's 2001 8³/8% Senior Subordinated Notes, which were repaid at maturity on July 1, 2011, were fully and unconditionally guaranteed by MBC. In September 2010, Mohegan Ventures, LLC, a subsidiary of the Tribe, surrendered its membership interest in WTG to MVW. Accordingly, MVW now holds 100% membership interest in WTG. Separate financial statements and other disclosures concerning the Pennsylvania Entities, MBC, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming are not presented below because the Authority believes that the summarized financial information provided below and in Note 7 are adequate for investor analysis of these subsidiaries. Condensed consolidating financial statement information for the Authority, its 100% owned guarantor subsidiaries and its non-guarantor entities as of March 31, 2012 and September 30, 2011 and for the three months and six months ended March 31, 2012 and 2011 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS



	March 31, 2012
	Authority		Total Guarantor Subsidiaries (1)		Total Non Guarantor Entities (2)		Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,254,996	$	240,623	$	19,951	$	—		$	1,515,570
Intercompany receivables	508,787		8,906		—		(517,693		)	—
Investment in subsidiaries	66,512		1,676		—		(68,188		)	—
Other intangible assets, net	120,679		285,454		—		—			406,133
Other assets, net	256,503		70,851		27,898		—			355,252
Total assets	$	2,207,477	$	607,510	$	47,849	$	(585,881	)	$	2,276,955
LIABILITIES AND CAPITAL
Current liabilities	$	298,108	$	32,475	$	4,078	$	—		$	334,661
Due to Mohegan Tribe	—		—		31,450		—			31,450
Long-term debt and capital leases, net of current portions	1,609,877		—		—		—			1,609,877
Relinquishment liability, net of current portion	86,966		—		—		—			86,966
Intercompany payables	—		508,787		8,906		(517,693		)	—
Other long-term liabilities	2,695		—		—		—			2,695
Total liabilities	1,997,646		541,262		44,434		(517,693		)	2,065,649
Mohegan Tribal Gaming Authority capital	209,831		66,248		3,415		(69,979		)	209,515
Non-controlling interests	—		—		—		1,791			1,791
Total liabilities and capital	$	2,207,477	$	607,510	$	47,849	$	(585,881	)	$	2,276,955

___________

(1) Includes the Pennsylvania Entities, MBC, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

(2) Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)



	September 30, 2011
	Authority		Total Guarantor Subsidiaries (1)		Total Non Guarantor Entities (2)		Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,263,876	$	245,768	$	19,951	$	—		$	1,529,595
Intercompany receivables	509,799		12,909		—		(522,708		)	—
Investment in subsidiaries	77,028		2,233		—		(79,261		)	—
Other intangible assets, net	120,737		285,601		—		—			406,338
Other assets, net	168,178		71,951		27,134		—			267,263
Total assets	$	2,139,618	$	618,462	$	47,085	$	(601,969	)	$	2,203,196
LIABILITIES AND CAPITAL
Current liabilities	$	1,006,018	$	31,950	$	18,773	$	—		$	1,056,741
Due to Mohegan Tribe	—		—		10,850		—			10,850
Long-term debt and capital leases, net of current portions	823,951		—		—		—			823,951
Relinquishment liability, net of current portion	110,348		—		—		—			110,348
Intercompany payables	—		509,799		12,909		(522,708		)	—
Other long-term liabilities	2,582		—		—		—			2,582
Total liabilities	1,942,899		541,749		42,532		(522,708		)	2,004,472
Mohegan Tribal Gaming Authority capital	196,719		76,713		4,553		(81,582		)	196,403
Non-controlling interests	—		—		—		2,321			2,321
Total liabilities and capital	$	2,139,618	$	618,462	$	47,085	$	(601,969	)	$	2,203,196

___________


(1)	Includes the Pennsylvania Entities, MBC, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

CONDENSED CONSOLIDATING STATEMENTS OF INCOME



	For the Three Months Ended March 31, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non Guarantor Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	273,065		$	78,090		$	—		$	(1	)	$	351,154
Operating costs and expenses:
Gaming and other operations	157,356			56,330			—			(1		)	213,685
Advertising, general and administrative	44,131			7,926			910			—			52,967
Depreciation and amortization	17,065			4,416			—			—			21,481
(Gain) loss on disposition of assets	39			(8		)	—			—			31
Total operating costs and expenses	218,591			68,664			910			(1		)	288,164
Income (loss) from operations	54,474			9,426			(910		)	—			62,990
Accretion of discount to the relinquishment liability	(2,062		)	—			—			—			(2,062		)
Interest expense	(16,485		)	(15,668		)	(767		)	263			(32,657		)
Loss on early exchange of debt	(14,306		)	—			—			—			(14,306		)
Loss on interests in subsidiaries	(6,518		)	(561		)	—			7,079			—
Other income (expense), net	(11		)	285			634			(263		)	645
Net income (loss)	15,092			(6,518		)	(1,043		)	7,079			14,610
Loss attributable to non-controlling interests	—			—			—			482			482
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	15,092		$	(6,518	)	$	(1,043	)	$	7,561		$	15,092

___________


(1)	Includes the Pennsylvania Entities, MBC, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)



	For the Three Months Ended March 31, 2011
	Authority			MBC 100% Owned Guarantor Subsidiary			Other 100% Owned Guarantor Subsidiaries (1)			Total Guarantor Subsidiaries			Total Non Guarantor Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	274,165		$	2		$	73,779		$	73,781		$	—		$	(2	)	$	347,944
Operating costs and expenses:
Gaming and other operations	162,558			397			53,715			54,112			—			(2		)	216,668
Advertising, general and administrative	43,548			212			7,307			7,519			832			—			51,899
Depreciation and amortization	17,221			48			5,346			5,394			—			—			22,615
Severance	(266		)	—			—			—			—			—			(266		)
Total operating costs and expenses	223,061			657			66,368			67,025			832			(2		)	290,916
Income (loss) from operations	51,104			(655		)	7,411			6,756			(832		)	—			57,028
Accretion of discount to the relinquishment liability	(2,841		)	—			—			—			—			—			(2,841		)
Interest expense	(15,495		)	(1		)	(13,699		)	(13,700		)	(681		)	163			(29,713		)
Loss on interests in subsidiaries	(7,228		)	—			(454		)	(454		)	—			7,682			—
Other income (expense), net	(332		)	—			170			170			594			(163		)	269
Net income (loss)	25,208			(656		)	(6,572		)	(7,228		)	(919		)	7,682			24,743
Loss attributable to non-controlling interests	—			—			—			—			—			465			465
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	25,208		$	(656	)	$	(6,572	)	$	(7,228	)	$	(919	)	$	8,147		$	25,208

___________


(1)	Includes the Pennsylvania Entities, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.



	For the Six Months Ended March 31, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non Guarantor Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	546,846		$	156,186		$	—		$	(2	)	$	703,030
Operating costs and expenses:
Gaming and other operations	324,488			112,913			—			(2		)	437,399
Advertising, general and administrative	88,934			15,938			1,586			—			106,458
Depreciation and amortization	33,951			8,433			—			—			42,384
Loss on disposition of assets	18			271			—			—			289
Total operating costs and expenses	447,391			137,555			1,586			(2		)	586,530
Income (loss) from operations	99,455			18,631			(1,586		)	—			116,500
Accretion of discount to the relinquishment liability	(4,124		)	—			—			—			(4,124		)
Interest expense	(30,992		)	(29,405		)	(1,503		)	434			(61,466		)
Loss on early exchange of debt	(14,306		)	—			—			—			(14,306		)
Loss on interests in subsidiaries	(11,189		)	(877		)	—			12,066			—
Other income, net	250			462			1,401			(434		)	1,679
Net income (loss)	39,094			(11,189		)	(1,688		)	12,066			38,283
Loss attributable to non-controlling interests	—			—			—			811			811
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	39,094		$	(11,189	)	$	(1,688	)	$	12,877		$	39,094

___________


(1)	Includes the Pennsylvania Entities, MBC, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)



	For the Six Months Ended March 31, 2011
	Authority			MBC 100% Owned Guarantor Subsidiary			Other 100% Owned Guarantor Subsidiaries(1)			Total Guarantor Subsidiaries			Total Non Guarantor Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	537,986		$	12		$	145,554		$	145,566		$	—		$	(3	)	$	683,549
Operating costs and expenses:
Gaming and other operations	322,619			721			106,086			106,807			—			(3		)	429,423
Advertising, general and administrative	89,391			398			15,195			15,593			1,745			—			106,729
Depreciation and amortization	34,979			95			10,756			10,851			—			—			45,830
Severance	255			—			—			—			—			—			255
Total operating costs and expenses	447,244			1,214			132,037			133,251			1,745			(3		)	582,237
Income (loss) from operations	90,742			(1,202		)	13,517			12,315			(1,745		)	—			101,312
Accretion of discount to the relinquishment liability	(5,683		)	—			—			—			—			—			(5,683		)
Interest expense	(31,179		)	(6		)	(27,225		)	(27,231		)	(1,374		)	325			(59,459		)
Loss on interests in subsidiaries	(15,462		)	—			(886		)	(886		)	—			16,348			—
Other income (expense), net	(280		)	—			340			340			1,319			(325		)	1,054
Net income (loss)	38,138			(1,208		)	(14,254		)	(15,462		)	(1,800		)	16,348			37,224
Loss attributable to non-controlling interests	—			—			—			—			—			914			914
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	38,138		$	(1,208	)	$	(14,254	)	$	(15,462	)	$	(1,800	)	$	17,262		$	38,138

___________


(1)	Includes the Pennsylvania Entities, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



	For the Six Months Ended March 31, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total Non Guarantor Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	56,882		$	30,484		$	(1,148	)	$	—		$	86,218
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(25,063		)	(4,718		)	—			—			(29,781		)
Other cash flows provided by (used in) investing activities	21,359			4,617			(275		)	(25,650		)	51
Net cash flows used in investing activities	(3,704		)	(101		)	(275		)	(25,650		)	(29,730		)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings—revolving loan	154,000			—			—			—			154,000
Bank Credit Facility repayments—revolving loan	(289,000		)	—			—			—			(289,000		)
Bank Credit Facility repayments—term loan	(1,000		)	—			—			—			(1,000		)
Term Loan Facility borrowings, net of discount	220,500			—			—			—			220,500
Salishan-Mohegan Bank Credit Facility repayments—revolving loan	—			—			(15,250		)	—			(15,250		)
Line of Credit borrowings	225,215			—			—			—			225,215
Line of Credit repayments	(225,215		)	—			—			—			(225,215		)
Borrowings from Mohegan Tribe	—			—			20,600			—			20,600
Principal portion of relinquishment liability payments	(23,136		)	—			—			—			(23,136		)
Distributions to Mohegan Tribe	(27,950		)	—			—			—			(27,950		)
Payments of financing fees	(48,830		)	—			—			—			(48,830		)
Other cash flows provided by (used in) financing activities	8,273			(30,085		)	(3,907		)	25,650			(69		)
Net cash flows provided by (used in) financing activities	(7,143		)	(30,085		)	1,443			25,650			(10,135		)
Net increase in cash and cash equivalents	46,035			298			20			—			46,353
Cash and cash equivalents at beginning of period	89,018			22,931			225			—			112,174
Cash and cash equivalents at end of period	$	135,053		$	23,229		$	245		$	—		$	158,527

___________


(1)	Includes the Pennsylvania Entities, MBC, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)



	For the Six Months Ended March 31, 2011
	Authority			MBC 100% Owned Guarantor Subsidiary			Other 100% Owned Guarantor Subsidiaries (1)			Total Guarantor Subsidiaries			Total Non Guarantor Entities (2)			Consolidating/Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	66,036		$	(325	)	$	23,778		$	23,453		$	(3,358	)	$	—		$	86,131
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(14,335		)	(16		)	(8,182		)	(8,198		)	—			—			(22,533		)
Other cash flows provided by (used in) investing activities	13,724			—			(891		)	(891		)	(267		)	(13,489		)	(923		)
Net cash flows used in investing activities	(611		)	(16		)	(9,073		)	(9,089		)	(267		)	(13,489		)	(23,456		)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	178,000			—			—			—			—			—			178,000
Bank Credit Facility repayments - revolving loan	(212,000		)	—			—			—			—			—			(212,000		)
Line of Credit borrowings	277,694			—			—			—			—			—			277,694
Line of Credit repayments	(275,899		)	—			—			—			—			—			(275,899		)
Principal portion of relinquishment liability payments	(21,138		)	—			—			—			—			—			(21,138		)
Distributions to Mohegan Tribe	(9,088		)	—			—			—			—			—			(9,088		)
Other cash flows provided by (used in) financing activities	(1,791		)	449			(14,925		)	(14,476		)	3,355			13,489			577
Net cash flows provided by (used in) financing activities	(64,222		)	449			(14,925		)	(14,476		)	3,355			13,489			(61,854		)
Net increase (decrease) in cash and cash equivalents	1,203			108			(220		)	(112		)	(270		)	—			821
Cash and cash equivalents at beginning of period	39,146			(49		)	24,366			24,317			434			—			63,897
Cash and cash equivalents at end of period	$	40,349		$	59		$	24,146		$	24,205		$	164		$	—		$	64,718

___________


(1)	Includes the Pennsylvania Entities, Mohegan Golf, MCV-PA, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.


(2)	Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Some information included in this Quarterly Report on Form 10-Q and other materials filed by us with the Securities and Exchange Commission, or the SEC, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Such statements include information relating to business development activities, as well as capital spending, financing sources and the effects of regulation, including gaming and tax regulation, and increased competition. These statements can sometimes be identified by our use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results, and accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on our behalf. These risks and uncertainties include, but are not limited to, those relating to the following:


•	the financial performance of Mohegan Sun and Mohegan Sun at Pocono Downs and the Pennsylvania off-track wagering facilities;


•	our leverage and ability to meet our debt obligations and maintain compliance with financial covenant requirements;


•	the availability of financing;


•	the local, regional, national or global economic climate, including the lingering effects of the economic recession;


•	increased competition, including the expansion of gaming in New England, New York, New Jersey or Pennsylvania;


•	our dependence on existing management;


•	our ability to integrate new amenities from expansions to our facilities into our current operations and manage the expanded facilities;


•	changes in federal or state tax laws or the administration of such laws;


•	changes in gaming laws or regulations, including the limitation, denial or suspension of licenses required under gaming laws and regulations;


•	changes in applicable laws pertaining to the service of alcohol, smoking or other amenities offered at Mohegan Sun and Mohegan Sun at Pocono Downs;


•	our ability to successfully implement our diversification strategy;


•	an act of terrorism on the United States;


•	our customers' access to inexpensive transportation to our facilities and increases in oil, fuel or other transportation-related expenses; and


•	unfavorable weather conditions.

Additional information concerning potential factors that could affect our financial results is included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011, as well as our other reports and filings with the SEC. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. We do not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances, except as required by law. We cannot assure you that projected results or events will be achieved or will occur.

The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes beginning on page 3 of this Quarterly Report on Form 10-Q.

Overview

The Tribe and the Authority

The Mohegan Tribe of Indians of Connecticut, or the Mohegan Tribe or the Tribe, is a federally-recognized Indian tribe with an approximately 544-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988, or IGRA, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal land, subject to, among other things, the negotiation of a compact with the affected state. The Tribe and the State of Connecticut entered into a compact, the Mohegan Compact, which was approved by the United States Secretary of the Interior. We were established as an instrumentality of the Tribe, with the exclusive authority to conduct and regulate gaming activities for the Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere. Our gaming operation at Mohegan Sun is one of only two legally authorized gaming operations in New England offering traditional slot machines and table games. Through our subsidiary, Downs Racing, L.P., or Downs Racing, we also own and operate Mohegan Sun at Pocono Downs, a gaming and entertainment facility located in Plains Township, Pennsylvania, and several off-track wagering facilities, or OTW facilities, located elsewhere in Pennsylvania, collectively the Pennsylvania entities. We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board.

Mohegan Sun

In October 1996, we opened a gaming and entertainment complex known as Mohegan Sun. Mohegan Sun is located on a 185-acre site on the Tribe's reservation overlooking the Thames River with direct access from Interstate 395 and Connecticut Route 2A. Mohegan Sun is approximately 125 miles from New York City, New York, and approximately 100 miles from Boston, Massachusetts. In 2002, we completed a major expansion of Mohegan Sun known as Project Sunburst, which included increased gaming, restaurant and retail space, an entertainment arena, an approximately 1,200-room luxury Sky Hotel Tower and approximately 100,000 square feet of convention space. In 2007, we opened Sunrise Square, and, in 2008, we opened Casino of the Wind.

Mohegan Sun currently operates in an approximately 3.1 million square-foot facility, which includes the following:

Casino of the Earth

As of March 31, 2012, Casino of the Earth offered:


•	approximately 188,000 square feet of gaming space;


•	approximately 3,130 slot machines and 180 table games, including blackjack, roulette and craps;


•	Sunrise Square, a 9,800-square-foot Asian-themed gaming area;


•	an approximately 9,000-square-foot simulcasting Racebook facility;

•

food and beverage amenities, including: Seasons Buffet, a 784-seat multi-station buffet with live cooking stations, Birches Bar & Grill, a Hong Kong-style food outlet offering authentic Southeast Asian cuisine, Bobby Flay's Bobby's Burger Palace and multiple service bars, all operated by us, as well as Ballo Italian Restaurant & Social Club, Frank Pepe Pizzeria Napoletana and Fidelia's Market, an approximately 290-seat multi-station food court, operated by third-parties, for a total seating of approximately 1,700;


•	four Mohegan Sun-owned retail shops, offering products ranging from Mohegan Sun logo souvenirs to cigars; and


•	the Wolf Den, an approximately 10,000-square-foot, 400-seat lounge featuring live entertainment seven days a week.

Casino of the Sky

As of March 31, 2012, Casino of the Sky offered:


•	approximately 119,000 square feet of gaming space;


•	approximately 2,140 slot machines and 105 table games, including blackjack, roulette and craps;


•	food and beverage amenities, including: Todd English's Tuscany, Bobby Flay's Bar Americain, a 24-hour coffee shop and four lounges and bars, all operated by us, as well as five full-service restaurants, three quick-service restaurants and a multi-station food court operated by third-parties, for a total seating of approximately 2,350;


•	The Shops at Mohegan Sun containing 30 retail shops, six of which we own;


•	the Mohegan Sun Arena with seating for up to 10,000;


•	an approximately 1,200-room luxury Sky Hotel Tower, including a private high-limit table games suite;


•	Mohegan After Dark, consisting of Ultra 88, a nightclub, Lucky's Lounge and Dubliner, an Irish pub, all operated by a third-party;


•	an approximately 20,000-square-foot spa operated by a third-party;


•	approximately 100,000 square feet of convention space; and


•	a child care facility and an arcade-style entertainment area operated by a third-party.

Casino of the Wind

As of March 31, 2012, Casino of the Wind offered:


•	approximately 45,000 square feet of gaming space;


•	approximately 725 slot machines, 30 table games, including blackjack, roulette and craps, and a 42-table themed poker room;


•	food and beverage amenities, including: a two-level, 16,000-square-foot Jimmy Buffett's Margaritaville Restaurant and a casual dining restaurant operated by third-parties, and a bar operated by us, for a total seating of approximately 475; and


•	a retail shop operated by a third-party.

Mohegan Sun offers parking for approximately 13,000 patrons and 3,900 employees. In addition, we operate a gasoline and convenience center, an approximately 3,600-square-foot, 20-pump facility located adjacent to Mohegan Sun.

Mohegan Basketball Club

We formed Mohegan Basketball Club, LLC, or MBC, to own and operate a professional basketball team in the Women's National Basketball Association, or the WNBA. In January 2003, MBC entered into a membership agreement with the WNBA permitting it to operate the Connecticut Sun basketball team. The team plays its home games in the Mohegan Sun Arena.

Mohegan Golf

We formed Mohegan Golf, LLC, or Mohegan Golf, to purchase and operate a golf course in Southeastern Connecticut. In May 2007, Mohegan Golf acquired substantially all of the assets of Pautipaug Country Club, Inc., which included a golf course in Sprague and Franklin, Connecticut. The golf course was renamed Mohegan Sun Country Club at Pautipaug and reopened under the ownership of Mohegan Golf in June 2007.

Mohegan Sun at Pocono Downs

Through Downs Racing, we own and operate a gaming and entertainment facility known as Mohegan Sun at Pocono Downs located on a 400-acre site in Plains Township, Pennsylvania, and OTW facilities located in Carbondale, East Stroudsburg and Lehigh Valley, Pennsylvania. In November 2006, Mohegan Sun at Pocono Downs became the first location to offer slot machine gaming in the Commonwealth of Pennsylvania when Phase I of its gaming and entertainment facility opened. In July 2008, we completed a major expansion of Mohegan Sun at Pocono Downs known as Project Sunrise, which included increased gaming, restaurant and retail space. In July 2010, Mohegan Sun at Pocono Downs opened its table game and poker operations, including additional non-smoking sections and a high-limit gaming area.

As of March 31, 2012, Mohegan Sun at Pocono Downs operates in an approximately 400,000-square-foot facility, which included the following:


•	approximately 82,000 square feet of gaming space;


•	approximately 2,330 slot machines, 66 table games, including blackjack, roulette and craps, and an 18-table poker room;


•	live harness racing and simulcast and off-track wagering;

•

food and beverage amenities, including: Ruth's Chris Steakhouse, Rustic Kitchen Bistro and Bar, which features dining and a live cooking show, Bar Louie, a casual bar and restaurant, Timbers Buffet, a 300-seat Mohegan Indian cultural heritage themed multi-station buffet, and a food court, including: Johnny Rockets, Hot Dog Hall of Fame, Puck Express by Wolfgang Puck and Ben & Jerry's Ice Cream, for a total seating of approximately 1,800;


•	five retail shops, one of which we own, offering products ranging from Mohegan Sun at Pocono Downs logo souvenirs to fine apparel; and


•	three bars/lounges: Sunburst Bar, featured in the center of the gaming floor, Breakers Night Club and Pearl Sushi Bar.

Market and Competition from Other Gaming Operations

Our gaming operation at Mohegan Sun is one of only two current gaming operations in New England offering traditional slot machines and table games, with the other operation being our sole gaming competitor in Connecticut, Foxwoods Resort Casino, or Foxwoods, owned by the Mashantucket Pequot Tribe and located approximately 10 miles from Mohegan Sun. We also face competition from racino and video lottery terminal facilities in the states of Rhode Island and New York and gaming facilities in the states of New York and New Jersey. In addition, we face competition in and from the Northeastern Pennsylvania gaming market, both in the immediate market for Mohegan Sun at Pocono Downs, and for Mohegan Sun, in marketing and attracting patrons from the New York City metropolitan region. Please refer to “Part I. Item 1. Business-Market and Competition from Other Gaming Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011 and our other reports and filings with the SEC for further details regarding current and potential competition from other gaming operations.

Explanation of Key Financial Statement Captions

There has been no material change from the explanation of key financial statement captions previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

Results of Operations

Summary Operating Results

As of March 31, 2012, we own and operate, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun WNBA franchise and the Mohegan Sun Country Club, or collectively, the Connecticut entities, and the Pennsylvania entities. All of our revenues are derived from these operations. The Connecticut Sun WNBA franchise and the Mohegan Sun Country Club are aggregated with the Mohegan Sun operating segment because these operations all share similar economic characteristics, which is to generate gaming and entertainment revenues by attracting patrons to Mohegan Sun. Our executive officers review and assess the performance and operating results and determine the proper allocation of resources to the Connecticut entities and the Pennsylvania entities on a separate basis. We, therefore, believe that we have two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut entities, and (2) Mohegan Sun at Pocono Downs, which includes the operations of the Pennsylvania entities.

The following table summarizes our results on a property basis (in thousands, except where noted):



	For the Three Months Ended March 31,											For the Six Months Ended March 31,
	2012			2011			Variance			Percentage Variance		2012			2011			Variance			Percentage Variance
Net revenues:
Mohegan Sun	$	273,064		$	274,165		$	(1,101	)	(0.4	)%	$	546,962		$	537,995		$	8,967		1.7	%
Mohegan Sun at Pocono Downs	78,090			73,779			4,311			5.8	%	156,068			145,554			10,514			7.2	%
Total	$	351,154		$	347,944		$	3,210		0.9	%	$	703,030		$	683,549		$	19,481		2.8	%
Income (loss) from operations:
Mohegan Sun	$	56,630		$	53,247		$	3,383		6.4	%	$	103,623		$	95,791		$	7,832		8.2	%
Mohegan Sun at Pocono Downs	10,912			7,594			3,318			43.7	%	20,944			13,913			7,031			50.5	%
Corporate	(4,552		)	(3,813		)	(739		)	19.4	%	(8,067		)	(8,392		)	325			(3.9	)%
Total	$	62,990		$	57,028		$	5,962		10.5	%	$	116,500		$	101,312		$	15,188		15.0	%
Net income attributable to Mohegan Tribal Gaming Authority	$	15,092		$	25,208		$	(10,116	)	(40.1	)%	$	39,094		$	38,138		$	956		2.5	%
Operating margin:
Mohegan Sun	20.7		%	19.4		%	1.3		%	6.7	%	18.9		%	17.8		%	1.1		%	6.2	%
Mohegan Sun at Pocono Downs	14.0		%	10.3		%	3.7		%	35.9	%	13.4		%	9.6		%	3.8		%	39.6	%
Total	17.9		%	16.4		%	1.5		%	9.1	%	16.6		%	14.8		%	1.8		%	12.2	%

The most significant factors and trends that we believe impacted our financial performance were as follows:


•	higher table games hold percentage at Mohegan Sun;


•	changes in operations designed to improve profitability;


•	strong patron response to promotional offers at Mohegan Sun at Pocono Downs;


•	improved non-gaming results;


•	favorable weather conditions;


•	continued focus on managing expenses and enhancing operating efficiencies; and


•	a $14.3 million non-operating loss on early exchange of debt in connection with our refinancing transactions.

Net revenues for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased primarily as a result of higher gaming and non-gaming revenues at Mohegan Sun at Pocono Downs. The increases in net revenues also reflect higher table game revenues at Mohegan Sun.

Income from operations for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased primarily due to the growth in net revenues, combined with lower depreciation expense. The increases in income from operations also reflect changes in our operations designed to improve profitability, as well as our continued focus on managing expenses and enhancing operating efficiencies.

Net income attributable to the Authority for the three months ended March 31, 2012 compared to the same period in the prior year declined as a result of the loss on early exchange of debt and higher interest expense. Net income attributable to the Authority for the six months ended March 31, 2012 compared to the same period in the prior year increased primarily due to the growth in income from operations, partially offset by the loss on early exchange of debt and higher interest expense.

Mohegan Sun

Gross Revenues

Gross revenues consisted of the following (in thousands):



	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2012		2011		Variance			Percentage Variance		2012		2011		Variance			Percentage Variance
Gaming	$	242,215	$	246,442	$	(4,227	)	(1.7	)%	$	485,763	$	486,166	$	(403	)	(0.1	)%
Food and beverage	16,400		15,746		654			4.2	%	33,664		31,893		1,771			5.6	%
Hotel	10,254		8,657		1,597			18.4	%	19,372		17,654		1,718			9.7	%
Retail, entertainment and other	22,972		24,760		(1,788		)	(7.2	)%	48,645		45,604		3,041			6.7	%
Total	$	291,841	$	295,605	$	(3,764	)	(1.3	)%	$	587,444	$	581,317	$	6,127		1.1	%

The following table summarizes the percentage of gross revenues from each of the four revenue sources:



	For the Three Months Ended March 31,				For the Six Months Ended March 31,
	2012		2011		2012		2011
Gaming	83.0	%	83.4	%	82.7	%	83.6	%
Food and beverage	5.6	%	5.3	%	5.7	%	5.5	%
Hotel	3.5	%	2.9	%	3.3	%	3.0	%
Retail, entertainment and other	7.9	%	8.4	%	8.3	%	7.9	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

The following table presents data related to gaming operations (in thousands, except where noted):



	For the Three Months Ended March 31,											For the Six Months Ended March 31,
	2012			2011			Variance			Percentage Variance		2012			2011			Variance			Percentage Variance
Slots:
Handle	$	2,011,682		$	2,182,429		$	(170,747	)	(7.8	)%	$	4,076,053		$	4,303,008		$	(226,955	)	(5.3	)%
Gross revenues	$	168,057		$	175,310		$	(7,253	)	(4.1	)%	$	338,871		$	344,666		$	(5,795	)	(1.7	)%
Net revenues	$	161,465		$	168,306		$	(6,841	)	(4.1	)%	$	325,241		$	331,523		$	(6,282	)	(1.9	)%
Free promotional slot plays (1)	$	14,433		$	16,302		$	(1,869	)	(11.5	)%	$	28,240		$	28,672		$	(432	)	(1.5	)%
Weighted average number of machines (in units)	6,063			6,368			(305		)	(4.8	)%	6,151			6,386			(235		)	(3.7	)%
Hold percentage (gross)	8.4		%	8.0		%	0.4		%	5.0	%	8.3		%	8.0		%	0.3		%	3.8	%
Win per unit per day (gross) (in dollars)	$	305		$	306		$	(1	)	(0.3	)%	$	301		$	297		$	4		1.3	%
Table games:
Drop	$	473,535		$	488,484		$	(14,949	)	(3.1	)%	$	978,926		$	992,843		$	(13,917	)	(1.4	)%
Revenues	$	75,950		$	73,276		$	2,674		3.6	%	$	150,897		$	144,818		$	6,079		4.2	%
Weighted average number of games (in units)	313			332			(19		)	(5.7	)%	314			331			(17		)	(5.1	)%
Hold percentage (2)	16.0		%	15.0		%	1.0		%	6.7	%	15.4		%	14.6		%	0.8		%	5.5	%
Win per unit per day (in dollars)	$	2,667		$	2,455		$	212		8.6	%	$	2,629		$	2,402		$	227		9.5	%
Poker:
Revenues	$	3,062		$	2,874		$	188		6.5	%	$	6,078		$	5,841		$	237		4.1	%
Weighted average number of tables (in units)	42			42			—			—		42			42			—			—
Revenue per unit per day (in dollars)	$	801		$	760		$	41		5.4	%	$	791		$	764		$	27		3.5	%

__________


(1)	Free promotional slot plays are included in slot handle, but not reflected in slot revenues.


(2)	Table game hold percentage is relatively predictable over longer periods of time, but can significantly fluctuate over shorter periods.

Gaming revenues for the three months and six months ended March 31, 2012 compared to the same periods in the prior

year decreased primarily due to lower slot revenues resulting from the declines in slot handle. The declines in slot handle resulted from changes in our operations designed to improve profitability, including reduced use of free promotional slot plays and changes in the slot mix on our gaming floor. The declines in slot handle also reflect additional gaming capacity in the Northeast gaming market. The increases in slot hold percentage reflect the reduction in free promotional slot plays redeemed by Player's Club members and changes in the slot mix on our gaming floor. The increases in table game revenues resulted from higher table game hold percentage. Gaming revenues for the three months and six months ended March 31, 2012 were negatively impacted by a reduction in the number of headliner shows held at the Mohegan Sun Arena and a shift in hotel occupancy to transient guests. These results were partially offset by favorable weather conditions.

The following table presents data related to food and beverage operations (in thousands, except where noted):



	For the Three Months Ended March 31,								For the Six Months Ended March 31,
	2012		2011		Variance		Percentage Variance		2012		2011		Variance			Percentage Variance
Meals served	785		785		—		—		1,604		1,631		(27		)	(1.7	)%
Average price per meal served (in dollars)	$	16.22	$	15.64	$	0.58	3.7	%	$	16.51	$	15.40	$	1.11		7.2	%

Food and beverage revenues for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased due to the increases in the average price per meal served resulting, in part, from the July 2011 re-opening of the renovated Season's Buffet featuring expanded offerings.

The following table presents data related to hotel operations (in thousands, except where noted):



	For the Three Months Ended March 31,											For the Six Months Ended March 31,
	2012			2011			Variance			Percentage Variance		2012			2011			Variance			Percentage Variance
Rooms occupied	103			102			1			1.0	%	205			205			—			—
Occupancy rate	97.0		%	96.8		%	0.2		%	0.2	%	95.5		%	96.1		%	(0.6		)%	(0.6	)%
Average daily room rate (in dollars)	$	94		$	82		$	12		14.6	%	$	90		$	83		$	7		8.4	%
Revenue per available room (in dollars)	$	91		$	79		$	12		15.2	%	$	86		$	80		$	6		7.5	%

Hotel revenues for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased as a result of the increases in average daily room rate, reflecting a shift in hotel occupancy to higher paying transient guests.

The following table presents data related to entertainment operations (in thousands, except where noted):



	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2012		2011		Variance			Percentage Variance		2012		2011		Variance			Percentage Variance
Arena events (in events)	26		26		—			—		53		49		4			8.2	%
Arena tickets	145		148		(3		)	(2.0	)%	300		267		33			12.4	%
Average price per Arena ticket (in dollars)	$	41.01	$	56.81	$	(15.80	)	(27.8	)%	$	47.32	$	51.89	$	(4.57	)	(8.8	)%

Retail, entertainment and other revenues for the three months ended March 31, 2012 compared to the same period in the prior year declined primarily due to lower entertainment revenues resulting from a reduction in the number of headliner shows held at the Mohegan Sun Arena which had the effect of lowering the average price per Arena ticket. Retail, entertainment and other revenues for the six months ended March 31, 2012 compared to the same period in the prior year increased primarily as a result of additional gasoline revenues from the September 2011 opening of our employee gas station.

Promotional Allowances

The retail value of providing promotional allowances was included in revenues as follows (in thousands):



	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2012		2011		Variance			Percentage Variance		2012		2011		Variance			Percentage Variance
Food and beverage	$	6,340	$	6,789	$	(449	)	(6.6	)%	$	13,490	$	14,018	$	(528	)	(3.8	)%
Hotel	3,396		3,345		51			1.5	%	7,023		7,313		(290		)	(4.0	)%
Retail, entertainment and other	9,041		11,306		(2,265		)	(20.0	)%	19,969		21,991		(2,022		)	(9.2	)%
Total	$	18,777	$	21,440	$	(2,663	)	(12.4	)%	$	40,482	$	43,322	$	(2,840	)	(6.6	)%

The estimated cost of providing promotional allowances was included in gaming costs and expenses as follows (in thousands):



	For the Three Months Ended March 31,									For the Six Months Ended March 31,
	2012		2011		Variance			Percentage Variance		2012		2011		Variance			Percentage Variance
Food and beverage	$	6,489	$	7,043	$	(554	)	(7.9	)%	$	13,329	$	14,356	$	(1,027	)	(7.2	)%
Hotel	1,809		2,014		(205		)	(10.2	)%	3,905		4,444		(539		)	(12.1	)%
Retail, entertainment and other	8,365		9,398		(1,033		)	(11.0	)%	18,577		18,398		179			1.0	%
Total	$	16,663	$	18,455	$	(1,792	)	(9.7	)%	$	35,811	$	37,198	$	(1,387	)	(3.7	)%

Promotional allowances for the three months and six months ended March 31, 2012 compared to the same periods in the prior year declined primarily due to changes in our operations designed to improve profitability, combined with lower redemptions under the Player's Club program.

Operating Costs and Expenses

Operating costs and expenses consisted of the following (in thousands):



	For the Three Months Ended March 31,										For the Six Months Ended March 31,
	2012		2011			Variance			Percentage Variance		2012		2011		Variance			Percentage Variance
Gaming	$	136,521	$	143,659		$	(7,138	)	(5.0	)%	$	281,303	$	286,734	$	(5,431	)	(1.9	)%
Food and beverage	9,249		8,295			954			11.5	%	18,169		16,549		1,620			9.8	%
Hotel	3,768		3,327			441			13.3	%	7,045		6,493		552			8.5	%
Retail, entertainment and other	8,207		7,675			532			6.9	%	18,666		13,585		5,081			37.4	%
Advertising, general and administrative	41,101		40,900			201			0.5	%	83,578		83,398		180			0.2	%
Depreciation and amortization	17,549		17,329			220			1.3	%	34,560		35,192		(632		)	(1.8	)%
Loss on disposition of assets	39		—			39			100.0	%	18		—		18			100.0	%
Severance	—		(267		)	267			(100.0	)%	—		253		(253		)	(100.0	)%
Total	$	216,434	$	220,918		$	(4,484	)	(2.0	)%	$	443,339	$	442,204	$	1,135		0.3	%

Gaming costs and expenses for the three months and six months ended March 31, 2012 compared to the same periods in the prior year decreased primarily as a result of changes in our operations designed to improve profitability, including lower costs related Player's Club point redemptions at third-party outlets and Mohegan Sun-owned facilities. The reductions in gaming costs and expenses also reflect lower Slot Win Contribution expenses commensurate with the declines in slot revenues. Expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaled $43.4 million and $86.8 million for the three months and six months ended March 31, 2012, respectively, and $45.5 million and $88.6 million for the three months and six months ended March 31, 2011, respectively. Gaming costs and expenses as a percentage of gaming revenues were 56.4% and 57.9% for the three months and six months ended March 31, 2012, respectively, compared to 58.3% and 59.0% for the three months and six months ended March 31, 2011, respectively.

Food and beverage costs and expenses for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased primarily due to reduced use of food and beverage complimentaries, resulting in lower amounts of food and beverage costs being allocated to gaming costs and expenses. The increases in food and beverage costs and expenses also reflect higher cost of goods sold commensurate with the growth in food and beverage revenues.

Hotel costs and expenses for the three months and six months ended March 31, 2012 compared to the same periods in

the prior year increased primarily as a result of reduced use of hotel complimentaries, resulting in lower amounts of hotel costs being allocated to gaming costs and expenses.

Retail, entertainment and other costs and expenses for the three months ended March 31, 2012 compared to the same period in the prior year increased primarily as a result of higher gasoline cost of goods sold commensurate with the growth in gasoline revenues and reduced use of retail, entertainment and other complimentaries, resulting in lower amounts of retail, entertainment and other costs and expenses being allocated to gaming costs and expenses. These results were partially offset by lower direct entertainment costs resulting from the reduction in the number of headliner shows held at the Mohegan Sun Arena. Retail, entertainment and other costs and expenses for the six months ended March 31, 2012 compared to the same period in the prior year increased primarily due to higher gasoline cost of goods sold and higher direct entertainment costs resulting from the increase in events held at the Mohegan Sun Arena.

Advertising, general and administrative costs and expenses for the three months and six months ended March 31, 2012 compared to the same periods in the prior year were flat reflecting our continued focus on managing expenses.

Mohegan Sun at Pocono Downs

Gross Revenues

Gross revenues consisted of the following (in thousands):



	For the Three Months Ended March 31,								For the Six Months Ended March 31,
	2012		2011		Variance		Percentage Variance		2012		2011		Variance		Percentage Variance
Gaming	$	73,913	$	70,002	$	3,911	5.6	%	$	147,897	$	137,935	$	9,962	7.2	%
Food and beverage	6,151		5,483		668		12.2	%	12,263		11,330		933		8.2	%
Retail, entertainment and other	1,947		1,618		329		20.3	%	3,867		3,220		647		20.1	%
Total	$	82,011	$	77,103	$	4,908	6.4	%	$	164,027	$	152,485	$	11,542	7.6	%

The following table summarizes the percentage of gross revenues from each of the three revenue sources:



	For the Three Months Ended March 31,				For the Six Months Ended March 31,
	2012		2011		2012		2011
Gaming	90.1	%	90.8	%	90.2	%	90.5	%
Food and beverage	7.5	%	7.1	%	7.5	%	7.4	%
Retail, entertainment and other	2.4	%	2.1	%	2.3	%	2.1	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

The following table presents data related to gaming operations (in thousands, except where noted):



	For the Three Months Ended March 31,											For the Six Months Ended March 31,
	2012			2011			Variance			Percentage Variance		2012			2011			Variance			Percentage Variance
Slots:
Handle	$	755,358		$	700,634		$	54,724		7.8	%	$	1,492,317		$	1,389,992		$	102,325		7.4	%
Gross revenues	$	59,798		$	56,527		$	3,271		5.8	%	$	118,957		$	110,185		$	8,772		8.0	%
Net revenues	$	59,815		$	56,492		$	3,323		5.9	%	$	118,951		$	110,144		$	8,807		8.0	%
Free promotional slot plays (1)	$	16,303		$	14,632		$	1,671		11.4	%	$	31,184		$	29,840		$	1,344		4.5	%
Weighted average number of machines (in units)	2,332			2,429			(97		)	(4	)%	2,332			2,448			(116		)	(4.7	)%
Hold percentage (gross)	7.9		%	8.1		%	(0.2		)%	(2.5	)%	8.0		%	7.9		%	0.1		%	1.3	%
Win per unit per day (gross) (in dollars)	$	282		$	259		$	23		8.9	%	$	279		$	247		$	32		13.0	%
Table games:
Drop	$	55,474		$	46,164		$	9,310		20.2	%	$	110,553		$	96,001		$	14,552		15.2	%
Revenues	$	9,794		$	8,776		$	1,018		11.6	%	$	19,970		$	17,973		$	1,997		11.1	%
Weighted average number of games (in units)	66			66			—			—		66			66			—			—
Hold percentage (2)	17.7		%	19.0		%	(1.3		)%	(6.8	)%	18.1		%	18.7		%	(0.6		)%	(3.2	)%
Win per unit per day (in dollars)	$	1,627		$	1,477		$	150		10.2	%	$	1,652		$	1,495		$	157		10.5	%
Poker:
Revenues	$	1,031		$	1,078		$	(47	)	(4.4	)%	$	2,020		$	2,148		$	(128	)	(6.0	)%
Weighted average number of tables (in units)	18			18			—			—		18			18			—			—
Revenue per unit per day (in dollars)	$	630		$	665		$	(35	)	(5.3	)%	$	613		$	656		$	(43	)	(6.6	)%

___________


(1)	Free promotional slot plays are included in slot handle, but not reflected in slot revenues.


(2)	Table games hold percentage is relatively predictable over longer periods of time, but can significantly fluctuate over shorter periods.

Gaming revenues for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased as a result of higher slot and table game revenues. The increases in slot and table game revenues reflect strong patron response to our promotional offers and favorable weather conditions.

The following table presents data related to food and beverage operations (in thousands, except where noted):



	For the Three Months Ended March 31,								For the Six Months Ended March 31,
	2012		2011		Variance		Percentage Variance		2012		2011		Variance		Percentage Variance
Meals served	176		166		10		6.0	%	360		359		1		0.3	%
Average price per meal served (in dollars)	$	15.62	$	14.83	$	0.79	5.3	%	$	15.51	$	14.90	$	0.61	4.1	%

Food and beverage and retail, entertainment and other revenues for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased primarily due to increased patron visitation to the facility.

Promotional Allowances

The retail value of providing promotional allowances was included in revenues as follows (in thousands):



	For the Three Months Ended March 31,								For the Six Months Ended March 31,
	2012		2011		Variance		Percentage Variance		2012		2011		Variance		Percentage Variance
Food and beverage	$	3,506	$	3,014	$	492	16.3	%	$	7,121	$	6,302	$	819	13.0	%
Retail and entertainment	415		310		105		33.9	%	838		629		209		33.2	%
Total	$	3,921	$	3,324	$	597	18.0	%	$	7,959	$	6,931	$	1,028	14.8	%

The estimated cost of providing promotional allowances was included in gaming costs and expenses as follows (in thousands):



	For the Three Months Ended March 31,								For the Six Months Ended March 31,
	2012		2011		Variance		Percentage Variance		2012		2011		Variance		Percentage Variance
Food and beverage	$	2,589	$	2,578	$	11	0.4	%	$	5,379	$	5,035	$	344	6.8	%
Retail and entertainment	476		395		81		20.5	%	959		815		144		17.7	%
Total	$	3,065	$	2,973	$	92	3.1	%	$	6,338	$	5,850	$	488	8.3	%

Promotional allowances for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased due to higher redemptions under the Player's Club program.

Operating Costs and Expenses

Operating costs and expenses consisted of the following (in thousands):



	For the Three Months Ended March 31,										For the Six Months Ended March 31,
	2012			2011		Variance			Percentage Variance		2012		2011		Variance			Percentage Variance
Gaming	$	53,631		$	51,334	$	2,297		4.5	%	$	107,695	$	101,590	$	6,105		6.0	%
Food and beverage	2,030			2,100		(70		)	(3.3	)%	3,946		3,891		55			1.4	%
Retail, entertainment and other	279			278		1			0.4	%	575		581		(6		)	(1.0	)%
Advertising, general and administrative	7,343			7,228		115			1.6	%	14,878		15,024		(146		)	(1.0	)%
Depreciation and amortization	3,903			5,245		(1,342		)	(25.6	)%	7,759		10,555		(2,796		)	(26.5	)%
(Gain) loss on disposition of assets	(8		)	—		(8		)	(100.0	)%	271		—		271			100.0	%
Total	$	67,178		$	66,185	$	993		1.5	%	$	135,124	$	131,641	$	3,483		2.6	%

Gaming costs and expenses for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased primarily as a result of higher Pennsylvania Slot Machine Tax and Pennsylvania Table Game Tax commensurate with the growth in slot and table game revenues. The increases in gaming costs and expenses also were attributable to higher payroll costs and promotional expenditures. Expenses associated with the Pennsylvania Slot Machine Tax totaled $33.8 million and $67.3 million for the three months and six months ended March 31, 2012, respectively, and $32.3 million and $63.1 million for the three months and six months ended March 31, 2011, respectively. Expenses associated with the Pennsylvania Table Game Tax totaled $1.8 million and $3.6 million for the three months and six months ended March 31, 2012, respectively, and $1.6 million and $3.2 million for the three months and six months ended March 31, 2011, respectively. Gaming costs and expenses as a percentage of gaming revenues were 72.6% and 72.8% for the three months and six months ended March 31, 2012, respectively, compared to 73.3% and 73.7% for the three months and six months ended March 31, 2011, respectively.

Food and beverage, retail, entertainment and other and advertising, general and administrative costs and expenses for the three months and six months ended March 31, 2012 compared to the same periods in the prior year were flat.

Depreciation and amortization expenses for the three months and six months ended March 31, 2012 compared to the same periods in the prior year decreased primarily as a result of fully depreciated assets related to the Phase II facility.

Corporate Expenses and Other Income (Expense)

Corporate expenses and other income (expense) consisted of the following (in thousands):



	For the Three Months Ended March 31,											For the Six Months Ended March 31,
	2012			2011			Variance			Percentage Variance		2012			2011			Variance			Percentage Variance
Corporate expenses:
Corporate	$	4,523		$	3,771		$	752		19.9	%	$	8,002		$	8,307		$	(305	)	(3.7	)%
Depreciation and amortization	29			41			(12		)	(29.3	)%	65			83			(18		)	(21.7	)%
Severance	—			1			(1		)	(100.0	)%	—			2			(2		)	(100.0	)%
Total Corporate expenses	$	4,552		$	3,813		$	739		19.4	%	$	8,067		$	8,392		$	(325	)	(3.9	)%
Other income (expense):
Accretion of discount to the relinquishment liability (1)	$	(2,062	)	$	(2,841	)	$	779		(27.4	)%	$	(4,124	)	$	(5,683	)	$	1,559		(27.4	)%
Interest income (2)	687			618			69			11.2	%	1,717			1,398			319			22.8	%
Interest expense	(32,657		)	(29,713		)	(2,944		)	9.9	%	(61,466		)	(59,459		)	(2,007		)	3.4	%
Loss on early exchange of debt	(14,306		)	—			(14,306		)	100.0	%	(14,306		)	—			(14,306		)	100.0	%
Other expense, net	(42		)	(349		)	307			(88.0	)%	(38		)	(344		)	306			(89.0	)%
Total other expense	$	(48,380	)	$	(32,285	)	$	(16,095	)	49.9	%	$	(78,217	)	$	(64,088	)	$	(14,129	)	22.0	%

___________


(1)	Reflects accretion of the discount to the present value of the relinquishment liability for the impact of the time value of money.


(2)	Primarily represents interest earned on long-term receivables.

Total Corporate costs and expenses for the three months ended March 31, 2012 compared to the same period in the prior year increased primarily as a result of higher development related expenditures and severance costs. Total Corporate costs and expenses for the six months ended March 31, 2012 compared to the same period in the prior year declined primarily due to lower professional expenses.

Interest expense for the three months and six months ended March 31, 2012 compared to the same periods in the prior year increased as a result of higher weighted average interest rate. Weighted average interest rate was 7.9% and 7.5% for the three months and six months ended March 31, 2012, respectively, compared to 7.2% and 7.1% for the three months and six months ended March 31, 2011, respectively. The increases in weighted average interest rate were primarily driven by our March 6, 2012 refinancing transactions. Weighted average outstanding debt was $1.65 billion and $1.63 billion for the three months and six months ended March 31, 2012, respectively, compared to $1.66 billion and $1.67 billion for the three months and six months ended March 31, 2011, respectively.

Loss on early exchange of debt for the three months and six months ended March 31, 2012 represents financing fees written-off in connection with our March 6, 2012 refinancing transactions. We incurred approximately $58.2 million in transaction costs in connection with our refinancing, of which $14.3 million was written-off and $43.9 million was capitalized and will be amortized over the terms of the related debt.

Seasonality

The gaming market in the Northeastern United States is seasonal in nature, with peak gaming activities often occurring at Mohegan Sun and Mohegan Sun at Pocono Downs during the months of May through August. Accordingly, our results of operations for the three months and six months ended March 31, 2012 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

Liquidity and Capital Resources

Our cash flows consisted of the following (in thousands):



	For the Six Months Ended March 31,
	2012			2011			Variance			Percentage Variance
Net cash provided by operating activities	$	86,218		$	86,131		$	87		0.1	%
Net cash used in investing activities	(29,730		)	(23,456		)	(6,274		)	26.7	%
Net cash used in financing activities	(10,135		)	(61,854		)	51,719			(83.6	)%
Net increase in cash and cash equivalents	$	46,353		$	821		$	45,532		5,545.9	%

As of March 31, 2012 and September 30, 2011, we held cash and cash equivalents of $158.5 million and $112.2 million, respectively. As a result of the cash-based nature of our business, operating cash flow levels tend to follow trends in our operating income, excluding the effects of non-cash charges, such as depreciation and amortization, accretion of discounts and relinquishment liability reassessments. The slight increase in cash provided by operating activities for the six months ended March 31, 2012 compared to the same period in the prior year reflects increased operating income after adjustments for non-cash items, partially offset by higher working capital requirements.

Operating activities are a significant source of our cash flows. We utilize cash flows from operations for scheduled interest payments, relinquishment payments, planned capital expenditures, distributions to the Tribe, projected working capital needs and debt reduction, as well as make investments, from time to time. There are numerous potential factors which may cause a substantial reduction in the amount of such cash flows, including, but not limited to, the following:


•	reduced discretionary spending on activities such as gaming, leisure and hospitality;


•	increased competition, including the legalization or expansion of gaming in New England, New York, New Jersey, Pennsylvania or other states in the mid-Atlantic region, or the expansion of on-line gaming in the United States;


•	unfavorable weather conditions;


•	changes in applicable laws or policies regarding smoking or alcohol service at Mohegan Sun and Mohegan Sun at Pocono Downs;


•	an infrastructure or transportation disruption, such as the closure of a major highway near Mohegan Sun or Mohegan Sun at Pocono Downs, for an extended period of time; and


•	an act of terrorism on the United States.

The increase in cash used in investing activities for the six months ended March 31, 2012 compared to the same period in the prior year was attributable to higher capital expenditures. The decrease in cash used in financing activities for the six months ended March 31, 2012 compared to the same period in the prior year was attributable to increased net debt borrowings, partially offset by higher capitalized debt issuance costs and distributions to the Tribe.

External Sources of Liquidity

Bank Credit Facility

In December 2008, the Authority entered into a Third Amended and Restated Bank Credit Facility providing for a revolving loan and letter of credit borrowing capacity of up to $675.0 million, as amended (the "Bank Credit Facility"). On March 6, 2012, the Authority amended and restated its Bank Credit Facility pursuant to a Fourth Amended and Restated Loan Agreement, which provides for a $400.0 million term loan and a revolving loan and letter of credit borrowing capacity of up to $75.0 million from a syndicate of financial institutions and commercial banks, with Bank of America, N.A., serving as Administrative Agent. The term loan under the Bank Credit Facility is to be repaid at a rate of $1.0 million per quarter. The Bank Credit Facility matures on March 31, 2015, upon which date all outstanding balances are payable in full. As of March 31, 2012, there were $399.0 million in term loans and no revolving loans outstanding under the Bank Credit Facility. As of March 31, 2012, letters of credit issued under the Bank Credit Facility totaled $2.3 million, of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the Bank Credit Facility, and after taking into account restrictive financial covenant requirements, the Authority had approximately $72.7 million of borrowing capacity under the Bank Credit Facility as of March 31, 2012.

Minimum fixed charge coverage ratio covenant, as defined under the Bank Credit Facility:



Fiscal Quarters Ending:
March 31, 2012 and thereafter	1.05:1.00

Maximum total leverage ratio covenant, or ratio of total debt to annualized EBITDA, as such terms are defined under the Bank Credit Facility:



Fiscal Quarters Ending:
March 31, 2012	7.50:1.00
June 30, 2012 through September 30, 2012	7.25:1.00
December 31, 2012 through March 31, 2013	7.00:1.00
June 30, 2013 through December 31, 2013	6.75:1.00
March 31, 2014 through June 30, 2014	6.50:1.00
September 30, 2014 and thereafter	6.25:1.00

Maximum senior leverage ratio covenant, or ratio of total debt outstanding under the Bank Credit Facility to annualized EBITDA, as such terms are defined under the Bank Credit Facility:



Fiscal Quarters Ending:
March 31, 2012 and thereafter	1.75:1.00

As of March 31, 2012, the Authority and the Tribe were in compliance with all respective covenant requirements under the Bank Credit Facility.

New Term Loan Facility

Loans under the New Term Loan Facility bear interest at a rate of: (i) for base rate loans, base rate plus 6.50% per annum and (ii) for Eurodollar rate loans, LIBOR plus 7.50% per annum. In all cases, LIBOR is subject to a 1.50% floor. Interest on Eurodollar rate loans is payable at the end of each applicable interest period or every quarter in arrears, if an interest period exceeds three months. Interest on base rate loans is payable quarterly in arrears. As of March 31, 2012, the Authority had a $225.0 million Eurodollar Rate loan outstanding, which was based on the Eurodollar Rate floor of 1.50% plus an Applicable Rate of 7.50%.

The New Term Loan Facility is fully and unconditionally guaranteed, jointly and severally, by each of the Guarantors. The liens and security interests granted by the Grantors as security for the Authority's obligations under the New Term Loan Facility are senior in priority to the liens on the same collateral securing any of the Secured Notes. The collateral securing the New Term Loan Facility constitutes substantially all of the Grantors' property and assets that secure the Bank Credit Facility and the Secured Notes, but excludes certain excluded assets as defined in the New Term Loan Facility.

As of March 31, 2012 through the remaining term of the Bank Credit Facility, the level of the first lien leverage ratio covenant, or ratio of total debt outstanding under the Bank Credit Facility and New Term Loan Facility to annualized EBITDA, as such terms are defined under the New Term Loan Facility, is 2.75 to 1.00.

As of March 31, 2012, the Authority and the Tribe were in compliance with all respective covenant requirements under the New Term Loan Facility.

First Lien Intercreditor Agreement

Senior Secured Notes

2009 11¹/2% Second Lien Senior Secured Notes

2012 11 ½% Second Lien Senior Secured Notes

On March 6, 2012, the Authority issued $199.8 million Second Lien Senior Secured Notes with fixed interest payable at

a rate of 11.50% per annum (the “2012 Second Lien Notes”) in exchange for an equal amount of 2009 Second Lien Notes. The 2012 Second Lien Notes mature on November 1, 2017. The Authority may redeem the 2012 Second Lien Notes, in whole or in part, at any time prior to November 1, 2014, at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest. On or after November 1, 2014, the Authority may redeem the 2012 Second Lien Notes, in whole or in part, at a premium decreasing ratably to zero, plus accrued interest. If a change of control of the Authority occurs, the Authority must offer to repurchase the 2012 Second Lien Notes at a price equal to 101% of the principal amount, plus accrued interest. In addition, if the Authority undertakes certain types of asset sales or suffers events of loss, and the Authority does not use the related sale or insurance proceeds for specified purposes, the Authority may be required to offer to repurchase the 2012 Second Lien Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2012 Second Lien Notes is payable semi-annually on May 1^st and November 1^st, commencing November 1, 2012.

2012 10 ½% Third Lien Senior Secured Notes

General Intercreditor Agreement

obligations to the shared collateral, and certain other matters relating to the administration and enforcement of their respective security interests. The General Intercreditor Agreement provides, subject to certain exceptions, that, in the case of an exercise of remedies against the shared collateral, the obligations under (i) the Bank Credit Facility and the New Term Loan Facility must be paid in full and discharged prior to the payment of the Authority's obligations secured by junior liens and (ii) the 2009 Second Lien Notes and the 2012 Second Lien Notes must be paid in full and discharged prior to the payment of the obligations under the 2012 Third Lien Notes.

Senior Unsecured Notes

2005 6¹/8% Senior Unsecured Notes

Senior Subordinated Notes

2002 8% Senior Subordinated Notes

On March 6, 2012, the Authority completed a private exchange offer and consent solicitation for any or all of its outstanding 2002 Senior Subordinated Notes. As part of the exchange offer, the Authority solicited and received consents from tendering holders to certain amendments to the indentures governing the 2002 Senior Subordinated Notes, which eliminated a substantial number of restrictive covenants under the notes and related indenture. The aggregate principal amount of 2002 Senior Subordinated Notes tendered and exchanged was $183.5 million. An aggregate principal amount of $66.5 million of the 2002 Senior Subordinated Notes remained outstanding as of March 31, 2012. The Authority repaid the outstanding $66.5 million 2002 Senior Subordinated Notes, including accrued interest, at maturity on April 2, 2012 with proceeds from the Bank Credit Facility.

2004 7¹/8% Senior Subordinated Notes

2005 6⁷/8% Senior Subordinated Notes

2012 11% Senior Subordinated Notes

As of March 31, 2012, the Authority and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.

Line of Credit

As of March 31, 2012, the Authority had a $16.5 million revolving credit facility with Bank of America, N.A. (the “Line

of Credit”). The Line of Credit was amended in March 2012 to, among other things, extend the maturity date to March 31, 2015. Pursuant to the provisions of the Bank Credit Facility, the Line of Credit may be replaced by an “autoborrow loan” governed by the terms of an “autoborrow agreement” described in the Bank Credit Facility. Under the Line of Credit, as amended, each advance accrues interest on the basis of a one-month LIBOR Rate plus the Applicable Margin based on the Authority's total leverage ratio, as each term is defined under the Line of Credit.. Borrowings under the Line of Credit are uncollateralized obligations. As of March 31, 2012, no amount was drawn on the Line of Credit. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as the corresponding covenants contained in the Bank Credit Facility. As of March 31, 2012, the Authority was in compliance with all covenant requirements under the Line of Credit and had $16.5 million of borrowing capacity thereunder.

2009 Mohegan Tribe Promissory Note

2012 Mohegan Tribe Minor's Trust Promissory Note

Mohegan Tribe Credit Facility

Salishan-Mohegan Bank Credit Facility

Salishan-Mohegan previously had a $15.25 million revolving loan credit facility with Bank of America, N.A. (the “Salishan-Mohegan Bank Credit Facility”). The Salishan-Mohegan Bank Credit Facility, including accrued interest, matured in March 2012, at which time it was repaid with proceeds from the 2012 Mohegan Tribe Minor's Trust Promissory Note.

Capital Expenditures

The following table presents data related to capital expenditures (in millions):



	Capital Expenditures
	Six Months Ended			Remaining Forecasted		Total Forecasted
	March 31, 2012			Fiscal Year 2012		Fiscal Year 2012
Mohegan Sun:
Maintenance	$	18.7		$	14.3	$	33.0
Development	3.9			6.1		10.0
Expansion - Project Horizon	0.3			—		0.3
Subtotal	22.9			20.4		43.3
Mohegan Sun at Pocono Downs:
Maintenance	2.8			1.2		4.0
Expansion (1)	(0.3		)	—		(0.3		)
Subtotal	2.5			1.2		3.7
Total	$	25.4		$	21.6	$	47.0

__________


(1)	Represents adjustments to the cost for Project Sunrise and table game and poker operations expansions.

We primarily rely on cash flows provided by operating activities to fund maintenance capital expenditures at Mohegan Sun and Mohegan Sun at Pocono Downs. We plan to fund any development or expansion capital expenditures at Mohegan Sun and Mohegan Sun at Pocono Downs through a combination of cash flows provided by operating activities and draws under our bank credit facility.

Interest Expense

The following table presents our interest expense (in thousands):



	For the Three Months Ended March 31,						For the Six Months Ended March 31,
	2012			2011			2012			2011
Bank credit facility	$	5,242		$	6,030		$	10,347		$	12,080
Term loan facility, including accretion of discount	1,534			—			1,534			—
2009 11¹/2% second lien senior secured notes, includes accretion of bond discount	4,287			5,913			10,215			11,821
2012 11¹/2% second lien senior secured notes, includes accretion of bond discount	1,645			—			1,645			—
2012 10¹/2% third lien senior secured notes	3,046			—			3,046			—
2005 6¹/8% senior unsecured notes	2,832			3,828			6,660			7,656
2001 8³/8% senior subordinated notes	—			42			—			84
2002 8% senior subordinated notes	3,980			5,000			8,980			10,000
2004 7¹/8% senior subordinated notes	2,999			4,008			7,007			8,016
2005 6⁷/8% senior subordinated notes	1,908			2,578			4,486			5,156
2012 11% senior subordinated notes	2,629			—			2,629			—
Line of credit	36			72			95			143
WNBA promissory note	—			1			—			6
Salishan-Mohegan bank credit facility	104			143			250			289
2009 Mohegan Tribe promissory note (Salishan-Mohegan)	338			370			716			748
2012 Mohegan Tribe Minor's Trust promissory note (Salishan-Mohegan)	11			—			11			—
Mohegan Tribe credit facility (Salishan-Mohegan)	51			3			93			3
Capital leases	49			56			100			113
Amortization of net deferred gain on settlement of derivative instruments	(91		)	(117		)	(208		)	(234		)
Amortization of debt issuance costs	2,057			1,786			3,860			3,578
	—			—			—			—
Total interest expense	$	32,657		$	29,713		$	61,466		$	59,459

Contractual Obligations

The following table presents estimated future payment obligations related to our debt and the timing of those payments as of March 31, 2012 (in thousands):



			Payments due by period
Contractual Obligations	Total		Less than 1 year (1)		1-3 years		3-5 years		More than 5 years
Long-term debt	$	1,730,450	$	91,204	$	439,285	$	655,771	$	544,190
Capital leases	9,040		1,936		4,358		1,649		1,097
Interest payments on long-term debt and capital leases	753,845		140,117		302,649		231,259		79,820
Total	$	2,493,335	$	233,257	$	746,292	$	888,679	$	625,107

________________________


(1)	Represents payment obligations from April 1, 2012 to March 31, 2013.

Sufficiency of Resources

We believe that existing cash balances, financing arrangements and operating cash flows will provide us with sufficient resources to meet our existing debt obligations, relinquishment payments, foreseeable capital expenditure requirements and distributions to the Tribe for at least the next twelve months. However, we can provide no assurance in this regard. Please refer to “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011 for further details regarding risks relating to our sufficiency of resources. Any future investments in Mohegan Sun and Mohegan Sun at Pocono Downs are anticipated to be funded through a combination of existing cash balances, future operating cash flows and draws under our Bank Credit Facility. Inclusive of letters of credit, which reduce borrowing availability under the Bank Credit Facility, and after taking into account restrictive financial covenant requirements, we had approximately $72.7 million of borrowing capacity under the Bank Credit Facility and Line of Credit as of March 31, 2011. Distributions to the Tribe are anticipated to total approximately $53.0 million for fiscal 2012.

Critical Accounting Policies and Estimates

There has been no material change from the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

Impact of Inflation

Absent changes in competitive and economic conditions or in specific prices affecting the hospitality and gaming industry, we do not expect that inflation will have a significant impact on our operations. Changes in specific prices, such as fuel and transportation prices, relative to the general rate of inflation may have a material adverse effect on the hospitality and gaming industry in general.

New Accounting Pronouncements

In September 2011, the Financial Accounting Standards Board, or the FASB, issued revised guidance pertaining to the accounting standard for goodwill impairment tests. The revised guidance allows an entity the option to assess qualitative factors to determine whether the fair value of a reporting unit is less than its carrying value before performing the two-step goodwill impairment test. The revised guidance is effective for interim and annual periods beginning after December 15, 2011. We adopted this guidance in our second quarter of fiscal 2012, and its adoption did not impact our financial position, results of operations or cash flows.

In May 2011, the FASB issued amended guidance seeking to improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. generally accepted accounting principles, or GAAP, and International Financial Reporting Standards, or IFRS. While consistent with existing fair value measurement principles under GAAP, the amended guidance expands existing disclosure requirements for fair value measurements and eliminates unnecessary differences between GAAP and IFRS. The amended guidance is effective for interim and annual periods beginning after December 15, 2011. We adopted this guidance in our second quarter of fiscal 2012, and its adoption did not impact our financial position, results of operations or cash flows.

In April 2010, the FASB issued guidance pertaining to accruals for casino jackpot liabilities. The new guidance clarifies that an entity should not accrue jackpot liabilities (or portions thereof) before a jackpot is won if the entity can avoid paying such jackpot. The new guidance specifies that jackpots should be accrued and charged to revenue when the entity has the obligation to pay such jackpot and applies to both base and progressive jackpots and requires a cumulative-effect adjustment to opening retained earnings in the period of adoption. The new guidance was effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2010. We adopted this guidance in our first quarter of fiscal 2012, and as such, recorded a cumulative-effect adjustment, which decreased other current liabilities and increased retained earnings by $2.0 million.


Item 3.	Quantitative and Qualitative Disclosures about Market Risk.

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our bank credit facility and term loan facility which both accrue interest on the basis of a base rate formula or a Eurodollar rate formula, plus applicable rates, as defined under the respective facility. As of March 31, 2012, $399.0 million and $225.0 million was outstanding under the bank credit facility and term loan facility, respectively.

We attempt to manage our interest rate risk through a controlled combination of long-term fixed rate borrowings and variable rate borrowings in accordance with established policies and procedures. We do not hold or issue financial instruments for speculative or trading purposes.

The following table presents information as of March 31, 2012 about our current financial instruments or debt obligations that are sensitive to changes in interest rates. The table presents principal payments and related weighted average interest rates by expected maturity dates. Weighted average variable rates are based on implied forward rates in respective yield curves, which should not be considered to be precise indicators of actual future interest rates. Fair values for our debt instruments are based on quoted market prices or prices of similar instruments as of March 31, 2012.



	Expected Maturity Date																		Total			Fair Value
	2012			2013			2014			2015			2016			Thereafter			Total			Fair Value
Liabilities (in thousands)
Long-term debt and capital lease obligations (including current portions):
Fixed rate	$	67,404		$	27,738		$	28,833		$	17,209		$	10,824		$	963,482		$	1,115,490		$	964,228
Average interest rate	8.0		%	7.9		%	7.7		%	8.0		%	9.5		%	10.9		%	10.5		%
Variable rate	$	2,000		$	4,000		$	4,000		$	389,000		$	225,000		$	—		$	624,000		$	615,623
Average interest rate (1)	5.5		%	5.5		%	5.5		%	5.5		%	9.0		%	—			6.8		%

___________


(1)	A 100 basis point change in average interest rate would impact annual interest expense by approximately $6.2 million.


Item 4.	Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2012. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosures. Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on an evaluation of our disclosure controls and procedures as of March 31, 2012, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

We are subject to various claims and legal actions resulting from our normal course of business. Some of these matters relate to personal injuries to patrons and damages to patrons' personal assets. We estimate guest claims expense and accrue for such liabilities based upon historical experience.


Item 1A.	Risk Factors

There has been no material change from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.


Item 6.	Exhibits

The exhibits to this Quarterly Report on Form 10-Q are listed on the Exhibit Index, which appears elsewhere herein and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Mohegan Tribal Gaming Authority has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.



		MOHEGAN TRIBAL GAMING AUTHORITY

Date:	May 14, 2012	By:	/S/ BRUCE S. BOZSUM
			Bruce S. Bozsum Chairman and Member, Management Board

Date:	May 14, 2012	By:	/S/ MITCHELL GROSSINGER ETESS
			Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer)

Date:	May 14, 2012	By:	/S/ MARIO C. KONTOMERKOS
			Mario C. Kontomerkos Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial and Accounting Officer)

EXHIBIT INDEX



Exhibit No.		Description
3.1		Constitution of the Mohegan Tribe of Indians of Connecticut, as amended (filed as Exhibit 3.1 to the Authority’s Registration Statement on Form S-4, filed with the SEC on November 1, 2004 and incorporated by reference herein).

3.2		Ordinance No. 95-2 of the Tribe for Gaming on Tribal Lands, enacted on July 15, 1995 (filed as Exhibit 3.2 to the Authority’s Amendment No. 1 to its Registration Statement on Form S-1, filed with the SEC on February 29, 1996 (the 1996 Form S-1) and incorporated by reference herein).

3.3		Articles of Organization of Mohegan Basketball Club, LLC, dated as of January 27, 2003 (filed as Exhibit 3.3 to the Authority’s Registration Statement on Form S-4, filed with the SEC on September 23, 2003 (the “2003 Form S-4”) and incorporated by reference herein).

3.4		Operating Agreement of Mohegan Basketball Club, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of January 24, 2003 (filed as Exhibit 3.4 to the 2003 Form S-4 and incorporated by reference herein).

3.5		Certificate of Organization of Mohegan Commercial Ventures PA, LLC, dated as of January 6, 2005, as amended (filed as Exhibit 3.5 to the Authority’s Registration Statement on Form S-4, filed with the SEC on June 7, 2005 (the “2005 Form S-4”) and incorporated by reference herein).

3.6		Operating Agreement of Mohegan Commercial Ventures PA, LLC, a Commonwealth of Pennsylvania limited liability company, dated as of December 15, 2004 (filed as Exhibit 3.6 to the 2005 Form S-4 and incorporated by reference herein).

3.7		Certificate of Limited Partnership of Downs Racing, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.7 to the 2005 Form S-4 and incorporated by reference herein).

3.8		Amended and Restated Limited Partnership Agreement of Downs Racing, L.P., dated as of January 25, 2005 (filed as Exhibit 3.8 to the 2005 Form S-4 and incorporated by reference herein).

3.9		Certificate of Limited Partnership of Backside, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.9 to the 2005 Form S-4 and incorporated by reference herein).

3.10		Amended and Restated Limited Partnership Agreement of Backside, L.P., dated as of January 25, 2005 (filed as Exhibit 3.10 to the 2005 Form S-4 and incorporated by reference herein).

3.11		Certificate of Limited Partnership of Mill Creek Land, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.11 to the 2005 Form S-4 and incorporated by reference herein).

3.12		Amended and Restated Limited Partnership Agreement of Mill Creek Land, L.P., dated as of January 25, 2005 (filed as Exhibit 3.12 to the 2005 Form S-4 and incorporated by reference herein).

3.13		Certificate of Limited Partnership of Northeast Concessions, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.13 to the 2005 Form S-4 and incorporated by reference herein).

3.14		Amended and Restated Limited Partnership Agreement of Northeast Concessions, L.P., dated as of January 25, 2005 (filed as Exhibit 3.14 to the 2005 Form S-4 and incorporated by reference herein).

3.15		Articles of Organization of Mohegan Ventures-Northwest, LLC, dated as of July 23, 2004 (filed as Exhibit 3.15 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2006, filed with the SEC on August 10, 2006 (the “June 2006 Form 10-Q”) and incorporated by reference herein).

3.16		Operating Agreement of Mohegan Ventures-Northwest, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of July 23, 2004 (filed as Exhibit 3.16 to the June 2006 Form 10-Q and incorporated by reference herein).

3.17		Articles of Organization of Mohegan Golf, LLC, dated as of November 20, 2006 (filed as Exhibit 3.17 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on December 21, 2006 (the “2006 Form 10-K”) and incorporated by reference herein).

3.18		Certificate of Formation of Wisconsin Tribal Gaming, LLC, dated as of February 27, 2007 (filed as Exhibit 3.18 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007, filed with the SEC on May 15, 2007 (the “March 2007 Form 10-Q”) and incorporated by reference herein).




3.19		Articles of Organization of Mohegan Ventures Wisconsin, LLC, dated as of March 1, 2007 (filed as Exhibit 3.19 to the March 2007 Form 10-Q and incorporated by reference herein).

3.20		Certificate of Formation of MTGA Gaming, LLC, dated as of July 27, 2007 (filed as Exhibit 3.20 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007 (the “2007 Form 10-K”), filed with the SEC on December 21, 2007 and incorporated by reference herein).

3.21		Articles of Amendment of Mohegan Golf, LLC, dated as of April 8, 2008 (filed as Exhibit 3.18 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, filed with the SEC on May 15, 2008 and incorporated by reference herein).

4.1		Relinquishment Agreement, dated as of February 7, 1998, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Trading Cove Associates (filed as Exhibit 10.14 to the Authority’s Form 10-K405 for the fiscal year ended September 30, 1998, filed with the SEC on December 29, 1998 and incorporated by reference herein).

4.2		Indenture, dated as of February 20, 2002, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and State Street Bank and Trust Company, as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.12 to the Authority’s Registration Statement on Form S-4, filed with the SEC on March 27, 2002 (the “2002 Form S-4”) and incorporated by reference herein).

4.3		Supplemental Indenture, dated as of January 27, 2003, between the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club, LLC, the other Subsidiary Guarantors (as defined under the Indenture) and the State Street Bank and Trust Company, as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.16 to the Authority's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003, filed with the SEC on August 7, 2003 and incorporated by reference herein).

4.4		Amended and Restated Supplemental Indenture, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, Mohegan Basketball Club, LLC and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.14 to the Authority’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2004, filed with the SEC on February 14, 2005 (the “December 2004 Form 10-Q”) and incorporated by reference herein).

4.5		Supplemental Indenture No. 2, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, Mohegan Basketball Club, LLC and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.15 to the December 2004 Form 10-Q and incorporated by reference herein).

4.6		Supplemental Indenture No. 3, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined under the Indenture), and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.16 to the December 2004 Form 10-Q and incorporated by reference herein).

4.7		Supplemental Indenture No. 4, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.11 to the June 2006 Form 10-Q and incorporated by reference herein).

4.8		Supplemental Indenture No. 5, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.12 to the 2006 Form 10-K and incorporated by reference herein).

4.9		Supplemental Indenture No. 6, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.13 to the March 2007 Form 10-Q and incorporated by reference herein).




4.10		Supplemental Indenture No. 7, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.14 to the 2007 Form 10-K and incorporated by reference herein).

4.11		Supplemental Indenture No. 8, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed herewith).

4.12		Form of Global 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (contained in the Indenture filed as Exhibit 4.12 to the 2002 Form S-4 and incorporated by reference herein).

4.13		Indenture, dated as of August 3, 2004, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, Mohegan Basketball Club, LLC and U.S. Bank National Association, as Trustee, relating to the 7¹/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.19 to the Authority's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 (the “June 2004 Form 10-Q”), filed with the SEC on August 16, 2004 and incorporated by reference herein).

4.14		Supplemental Indenture No. 1, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined under the Indenture), and U.S. Bank National Association, as Trustee, relating to the 7¹/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.25 to the December 2004 Form 10-Q and incorporated by reference herein).

4.15		Supplemental Indenture No. 2, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7¹/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2006 Form 10-Q and incorporated by reference herein).

4.16		Supplemental Indenture No. 3, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7¹/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the 2006 Form 10-K and incorporated by reference herein).

4.17		Supplemental Indenture No. 4, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7¹/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.26 to the March 2007 Form 10-Q and incorporated by reference herein).

4.18		Supplemental Indenture No. 5, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7¹/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the 2007 Form 10-K and incorporated by reference herein).

4.19		Supplemental Indenture No. 6, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed herewith).

4.20		Form of Global 7¹/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2004 Form 10-Q and incorporated by reference herein).

4.21		Indenture, dated as of February 8, 2005, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6⁷/8% Senior Subordinated Notes Due 2015 (filed as Exhibit 4.28 to the December 2004 Form 10-Q and incorporated by reference herein).

4.22		Supplemental Indenture No. 1, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6⁷/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the June 2006 Form 10-Q and incorporated by reference herein).



4.23		Supplemental Indenture No. 2, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.27 to the 2006 Form 10-K and incorporated by reference herein).

4.24		Supplemental Indenture No. 3, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6⁷/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.31 to the March 2007 Form 10-Q and incorporated by reference herein).

4.25		Supplemental Indenture No. 4, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6⁷/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.35 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the SEC on December 21, 2007 and incorporated by reference herein).

4.26		Supplemental Indenture No. 5, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed herewith).

4.27		Form of Global 6⁷/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the December 2004 Form 10-Q and incorporated by reference herein).

4.28		Indenture, dated as of February 8, 2005, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and Wachovia Bank, National Association, as Trustee, relating to the 6¹/8% Senior Notes Due 2013 (filed as Exhibit 4.31 to the December 2004 Form 10-Q and incorporated by reference herein).

4.29		Supplemental Indenture No. 1, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Trustee, relating to the 6¹/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.26 to the June 2006 Form 10-Q and incorporated by reference herein).

4.30		Supplemental Indenture No. 2, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Trustee, relating to the 6¹/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.31 to the 2006 Form 10-K and incorporated by reference herein).

4.31		Supplemental Indenture No. 3, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Trustee, relating to the 6¹/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.36 to the March 2007 Form 10-Q and incorporated by reference herein).

4.32		Supplemental Indenture No. 4, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to 6¹/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.41 to the 2007 Form 10-K and incorporated by reference herein).

4.33		Supplemental Indenture No. 5, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to 6 1/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed herewith).

4.34		Form of Global 6 1/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.32 to the December 2004 Form 10-Q and incorporated by reference herein).



4.35		Indenture, dated as of October 26, 2009, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2009 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.43 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the SEC on December 28, 2009 (the “2009 Form 10-K”) and incorporated by reference herein).

4.36		Supplemental Indenture No.1, dated as of March 5, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2009 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed herewith).

4.37		Form of Global 2009 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.44 to the 2009 Form 10-K and incorporated by reference herein).

4.38		Indenture, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 2012 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed herewith).

4.39		Form of Global 2012 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed herewith).

4.40		Indenture, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 10 1/2% Third Lien Senior Secured Notes Due 2016 of the Mohegan Tribal Gaming Authority (filed herewith).

4.41		Form of Global 10 1/2% Third Lien Senior Secured Notes Due 2016 of the Mohegan Tribal Gaming Authority (filed herewith).

4.42		Indenture, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 11% Senior Subordinated Notes Due 2018 of the Mohegan Tribal Gaming Authority (filed herewith).

4.43		Form of Global 11% Senior Subordinated Notes Due 2018 of the Mohegan Tribal Gaming Authority (filed herewith).

10.1		Fourth Amended and Restated Loan Agreement, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Lenders named therein and Bank of America, N.A., as Administrative Agent (filed herewith).

10.2		Loan Agreement, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Lenders named therein and Wells Fargo Gaming Capital, LLC, as Administrative Agent (filed herewith).

10.3		First Lien Intercreditor Agreement, dated as of March 6, 2012, among Bank of America, N.A., as collateral agent and authorized representative for the Loan Agreement Secured Parties (as defined therein) and Wells Fargo Gaming Capital, LLC, as collateral agent and authorized representative for the FLSO Secured Parties (as defined therein) (filed herewith).

10.4		Amended and Restated Collateral Agency and Intercreditor Agreement, dated as of March 6, 2012, by and among the Mohegan Tribal Gaming Authority, the Grantors (as defined therein), Bank of America, N.A., as Initial First Lien Administrative Agent and Collateral Agent, Wells Fargo Gaming Capital, LLC, as Initial Additional First Lien Administrative Agent and Collateral Agent, and U.S. Bank National Association, as Existing Second Lien Trustee and Collateral Agent, Initial Additional Second Lien Trustee and Third Lien Trustee and Collateral Agent (filed herewith).





31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).

32.1		Section 1350 Certification of Chief Executive Officer (filed herewith).

32.2		Section 1350 Certification of Chief Financial Officer (filed herewith).

101.INS*		XBRL Instance Document (filed herewith).

101.SCH*		XBRL Taxonomy Extension Schema (filed herewith).

101.CAL*		XBRL Taxonomy Calculation Linkbase (filed herewith).

101.DEF*		XBRL Taxonomy Extension Definition Linkbase (filed herewith).

101.LAB*		XBRL Taxonomy Extension Label Linkbase (filed herewith).

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase (filed herewith).

________________________

Pursuant to Rule 406T of Regulation S-T, the XBRL related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.