10-Q

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 June 30, 2013

OR

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 June 30, 2013 and September 30, 2012 (unaudited)	3
	Condensed Consolidated Statements of Income for the Three Months and Nine Months Ended June 30, 2013 and 2012 (unaudited)	4
	Condensed Consolidated Statements of Changes in Capital for the Three Months and Nine Months Ended June 30, 2013 and 2012 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2013 and 2012 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 4.	Controls and Procedures	50
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 6.	Exhibits	51
Signatures.	Mohegan Tribal Gaming Authority	52

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	June 30, 2013		September 30, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	80,291	$	114,084
Restricted cash	26,723		47,865
Receivables, net	29,457		26,556
Inventories	14,370		14,438
Other current assets	19,111		28,315
Total current assets	169,952		231,258
Non-current assets:
Property and equipment, net	1,473,080		1,490,398
Goodwill	39,459		39,459
Other intangible assets, net	405,621		405,928
Other assets, net	86,372		86,664
Total assets	$	2,174,484	$	2,253,707
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	4,057	$	19,787
Current portion of relinquishment liability	70,406		63,312
Due to Mohegan Tribe	6,613		9,950
Current portion of capital leases	2,256		3,385
Trade payables	10,491		12,674
Construction payables	8,591		5,063
Accrued interest payable	24,395		46,362
Other current liabilities	137,667		149,980
Total current liabilities	264,476		310,513
Non-current liabilities:
Long-term debt, net of current portion	1,645,270		1,646,564
Relinquishment liability, net of current portion	22,228		57,470
Due to Mohegan Tribe, net of current portion	24,795		21,500
Capital leases, net of current portion	3,731		5,440
Other long-term liabilities	4,446		2,957
Total liabilities	1,964,946		2,044,444
Commitments and Contingencies
Capital:
Retained earnings	209,372		208,681
Mohegan Tribal Gaming Authority capital	209,372		208,681
Non-controlling interests	166		582
Total capital	209,538		209,263
Total liabilities and capital	$	2,174,484	$	2,253,707

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

3

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			Nine Months Ended			Nine Months Ended
	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Revenues:
Gaming	$	304,582		$	307,093		$	885,602		$	940,753
Food and beverage	22,400			22,700			63,404			68,627
Hotel	10,318			10,152			30,363			29,524
Retail, entertainment and other	32,346			29,946			84,521			82,458
Gross revenues	369,646			369,891			1,063,890			1,121,362
Less-Promotional allowances	(25,401		)	(25,455		)	(69,195		)	(73,896		)
Net revenues	344,245			344,436			994,695			1,047,466
Operating costs and expenses:
Gaming	179,537			193,019			525,409			582,017
Food and beverage	10,231			11,240			31,035			33,355
Hotel	3,743			3,658			10,674			10,703
Retail, entertainment and other	11,858			10,578			31,314			29,819
Advertising, general and administrative	48,038			48,730			143,271			147,186
Corporate	5,933			4,651			19,624			12,653
Depreciation and amortization	20,350			21,693			60,465			64,077
Loss on disposition of assets	144			31			277			320
Severance	51			—			29			—
Pre-opening	173			—			245			—
Total operating costs and expenses	280,058			293,600			822,343			880,130
Income from operations	64,187			50,836			172,352			167,336
Other income (expense):
Accretion of discount to the relinquishment liability	(1,243		)	(2,062		)	(3,730		)	(6,186		)
Interest income	1,533			1,842			4,421			3,559
Interest expense, net of capitalized interest	(42,379		)	(41,581		)	(128,213		)	(103,047		)
Loss on early exchange of debt	—			(17		)	(403		)	(14,323		)
Other income (expense), net	53			7			(1,732		)	(31		)
Total other expense	(42,036		)	(41,811		)	(129,657		)	(120,028		)
Net income	22,151			9,025			42,695			47,308
Loss attributable to non-controlling interests	146			336			2,767			1,147
Net income attributable to Mohegan Tribal Gaming Authority	$	22,297		$	9,361		$	45,462		$	48,455

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

4

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands)

(unaudited)

	Total			Mohegan Tribal  Gaming Authority			Non-controlling       Interests
Balance, March 31, 2013	$	202,387		$	202,075		$	312
Net income (loss)	22,151			22,297			(146		)
Distributions to Mohegan Tribe	(15,000		)	(15,000		)	—
Balance, June 30, 2013	$	209,538		$	209,372		$	166
Balance, September 30, 2012	$	209,263		$	208,681		$	582
Net income (loss)	42,695			45,462			(2,767		)
Distributions to Mohegan Tribe	(35,000		)	(35,000		)	—
Repurchase of membership interest	(7,420		)	(9,771		)	2,351
Balance, June 30, 2013	$	209,538		$	209,372		$	166
Balance, March 31, 2012	$	211,306		$	209,515		$	1,791
Net income (loss)	9,025			9,361			(336		)
Distributions to Mohegan Tribe	(12,500		)	(12,500		)	—
Balance, June 30, 2012	$	207,831		$	206,376		$	1,455
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)	47,308			48,455			(1,147		)
Distributions to Mohegan Tribe	(40,450		)	(40,450		)	—
Balance, June 30, 2012	$	207,831		$	206,376		$	1,455

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

5

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) (unaudited)

	For the			For the
	Nine Months Ended			Nine Months Ended
	June 30, 2013			June 30, 2012
Cash flows provided by (used in) operating activities:
Net income	$	42,695		$	47,308
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	60,465			64,077
Accretion of discount to the relinquishment liability	3,730			6,186
Cash paid for accretion of discount to the relinquishment liability	(3,927		)	(5,935		)
Loss on early exchange of debt	403			14,323
Amortization of debt issuance costs	7,852			6,300
Accretion of discount	1,332			825
Amortization of net deferred gain on settlement of derivative instruments	(66		)	(231		)
Provision for losses on receivables	2,574			1,835
Loss on disposition of assets	277			320
Loss from unconsolidated affiliates	1,698			—
Changes in operating assets and liabilities:
Increase in receivables	(3,754		)	(6,500		)
(Increase) decrease in inventories	68			(1,024		)
(Increase) decrease in other assets	5,285			(3,214		)
Decrease in trade payables	(2,181		)	(5,325		)
Increase (decrease) in accrued interest	(21,967		)	18,034
Increase (decrease) in other liabilities	(8,875		)	7,312
Net cash flows provided by operating activities	85,609			144,291
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, net of increase (decrease) in construction payables of $3,528 and $(6,507), respectively	(39,185		)	(40,638		)
Issuance of third-party loans and advances	(1,655		)	(570		)
Payments received on third-party loans	103			113
Decrease in restricted cash, net	21,669			261
Proceeds from asset sales	171			134
Investments in unconsolidated affiliates	(4,965		)	—
Proceeds from Commonwealth of Pennsylvania's facility improvement grant	—			2,000
Net cash flows used in investing activities	(23,862		)	(38,700		)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	3,000			154,000
Bank Credit Facility repayments - revolving loan	(3,000		)	(289,000		)
Bank Credit Facility repayments - term loan	(3,000		)	(2,000		)
Term Loan Facility borrowings, net of discount	—			220,500
Line of Credit borrowings	—			225,215
Line of Credit repayments	—			(225,215		)
Borrowings from Mohegan Tribe	—			20,600
Repayments to Mohegan Tribe	(7,462		)	—
Repayments of other long-term debt	(15,798		)	(66,454		)
Salishan-Mohegan Bank Credit Facility repayments - revolving loan	—			(15,250		)
Principal portion of relinquishment liability payments	(27,951		)	(28,756		)
Distributions to Mohegan Tribe	(35,000		)	(40,450		)
Payments of financing fees	(3,491		)	(50,178		)
Payments on capital lease obligations	(2,838		)	(528		)
Non-controlling interest contributions	—			281
Net cash flows used in financing activities	(95,540		)	(97,235		)
Net increase (decrease) in cash and cash equivalents	(33,793		)	8,356
Cash and cash equivalents at beginning of period	114,084			112,174
Cash and cash equivalents at end of period	$	80,291		$	120,530
Supplemental disclosures:
Cash paid during the period for interest	$	140,281		$	78,119
Capital lease	$	—		$	4,048

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

6

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, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, 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 June 30, 2013, 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”), MTGA Gaming, LLC (“MTGA Gaming”), Downs Lodging, LLC ("Downs Lodging") and Mohegan Gaming Advisors, LLC ("Mohegan Gaming Advisors").

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.

MCV-PA holds a 0.01% general partnership interest in each of Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P. (collectively, along with MCV-PA, the “Pocono Downs Subsidiaries”), 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 Facilities”). The Authority views Mohegan Sun and the Pennsylvania Facilities 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”). Salishan-Mohegan holds a 100% membership interest in Salishan-Mohegan Two, LLC ("Salishan-Mohegan Two"), which was formed to acquire certain property related to 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”).

Prior to March 2013, MTGA Gaming and the Tribe held 49% and 51% membership interests in Mohegan Gaming & Hospitality, LLC (“MG&H”), respectively. On March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interests in MG&H and retired the membership interests. Accordingly, MTGA Gaming now holds a 100% membership interest in MG&H, which has been designated as an unrestricted subsidiary of the Authority. MG&H holds a 100% membership interest in Mohegan Resorts, LLC (“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.

Downs Lodging, an unrestricted subsidiary of the Authority, was formed to develop, finance and build Project Sunlight, a hotel and convention center to be located at Mohegan Sun at Pocono Downs.

7

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Mohegan Gaming Advisors, an unrestricted subsidiary of the Authority, was formed to pursue gaming opportunities outside the State of Connecticut, including management contracts and consulting agreements for casino and entertainment properties in the United States. Mohegan Gaming Advisors holds 100% membership interests in MGA Holding NJ, LLC and MGA Gaming NJ, LLC (collectively, the "Mohegan New Jersey Entities"). The Mohegan New Jersey Entities were formed to pursue management contracts and consulting agreements in the State of New Jersey. In October 2012, MGA Holding NJ, LLC acquired a 10% ownership interest in Resorts Casino Hotel in Atlantic City, New Jersey ("Resorts Atlantic City").

Mohegan Gaming Advisors also holds 100% membership interests in MGA Holding MA, LLC and MGA Gaming MA, LLC (collectively, the “Mohegan MA Entities”). The Mohegan MA Entities were formed to pursue potential gaming opportunities in the Commonwealth of Massachusetts.

In addition, Mohegan Gaming Advisors holds 100% membership interests in MGA Holding PA, LLC and MGA Gaming PA, LLC (collectively, the “Mohegan PA Entities”). The Mohegan PA Entities were formed to pursue potential gaming opportunities in the Commonwealth of Pennsylvania.

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 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 nine months ended June 30, 2013 are not necessarily indicative of results for the fiscal year ending September 30, 2013.

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, 2012.

The Authority's operating results for the three months and nine months ended June 30, 2012 reflect adjustments to increase interest income by $1.1 million and reserves for doubtful collection of long-term receivables by $326,000 relating to unrecorded interest income and the related receivables and reserves in connection with reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project that were not recorded during fiscal 2007, 2008, 2009, 2010, 2011 and 2012, and interim periods within those fiscal years. Because amounts involved were not material to the Authority’s financial statements in any individual prior period, and the cumulative amount was not material to operating results for the fiscal year ending September 30, 2012, the Authority recorded the cumulative effect of correcting these items during the three months ended June 30, 2012.

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, as Mohegan Ventures-NW is deemed to be the primary beneficiary. In addition, the accounts of MG&H, Mohegan Resorts and its subsidiaries were consolidated into the accounts of MTGA Gaming, as MTGA Gaming was deemed to be the primary beneficiary. However, on March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interests in MG&H and retired the membership interests (refer to Note 1). In consolidation, all intercompany balances and transactions were eliminated.

8

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 and others. 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		Tenants and Others			Total
Balance, March 31, 2013 (1)	$	53,678	$	3,520		$	57,198
Additions:
Issuance of affiliate advances and tenant loans, including interest receivable	1,920		74			1,994
Deductions:
Payments received	—		(35		)	(35		)
Balance, June 30, 2013 (1)	$	55,598	$	3,559		$	59,157
Balance, September 30, 2012 (1)	$	49,841	$	3,533		$	53,374
Additions:
Issuance of affiliate advances and tenant loans, including interest receivable	5,757		129			5,886
Deductions:
Payments received	—		(103		)	(103		)
Balance, June 30, 2013 (1)	$	55,598	$	3,559		$	59,157

__________

(1) Includes interest receivable of $25.7 million, $27.2 million and $22.9 million as of March 31, 2013, June 30, 2013 and September 30, 2012, 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 and Others			Total
Balance, March 31, 2013	$	22,958	$	65		$	23,023
Additions:
Charges to bad debt expense	576		—			576
Deductions:
Adjustments	—		(2		)	(2		)
Balance, June 30, 2013	$	23,534	$	63		$	23,597
Balance, September 30, 2012	$	21,807	$	70		$	21,877
Additions:
Charges to bad debt expense	1,727		—			1,727
Deductions:
Adjustments	—		(7		)	(7		)
Balance, June 30, 2013	$	23,534	$	63		$	23,597

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.

9

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

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):

	June 30, 2013
	Carrying Value		Fair Value
Bank Credit Facility	$	394,000	$	378,240
Term Loan Facility	$	221,737	$	221,625
2009 11 1/2% Second Lien Senior Secured Notes	$	195	$	222
2012 11 1/2% Second Lien Senior Secured Notes	$	194,819	$	221,778
2012 10 1/2% Third Lien Senior Secured Notes	$	417,771	$	406,805
2004 7 1/8% Senior Subordinated Notes	$	21,156	$	20,098
2005 6 7/8% Senior Subordinated Notes	$	9,654	$	9,503
2012 11 % Senior Subordinated Notes	$	344,190	$	320,527

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 June 30, 2013.

Severance Costs and Expenses

In September 2012, the Authority implemented a workforce reduction of approximately 330 positions in Uncasville, Connecticut, in an effort to further streamline its organization and better align operating costs with current market and business conditions. In addition, in March 2013, the Authority implemented a workforce reduction at its Pennsylvania Facilities.The costs associated with related post-employment severance benefits were expensed at the time the termination was communicated to the employees. Cash payments related to the September 2012 workforce reduction commenced in October 2012 and are anticipated to be completed in September 2014. Cash payments related to the March 2013 workforce reduction commenced in March 2013 and are anticipated to be completed in August 2013. The Authority does not anticipate incurring any additional severance charges in connection with these workforce reductions, other than charges that may arise from adjustments to the initial estimates utilized under the plans. The following table presents a reconciliation of the related severance liability by business segment (in thousands):

	Mohegan Sun			Corporate			Mohegan Sun at Pocono Downs			Total
Balance, March 31, 2013	$	3,972		$	—		$	99		$	4,071
Adjustments	—			—			51			51
Cash payments	(1,993		)	—			(140		)	(2,133		)
Balance, June 30, 2013	$	1,979		$	—		$	10		$	1,989
Balance, September 30, 2012	$	12,497		$	24		$	—		$	12,521
Accrued severance at measurement date	—			—			124			124
Adjustments	(146		)	—			51			(95		)
Cash payments	(10,372		)	(24		)	(165		)	(10,561		)
Balance, June 30, 2013	$	1,979		$	—		$	10		$	1,989

Investments in Unconsolidated Affiliates

In October 2012, the Authority, through its indirect wholly-owned subsidiary, MGA Holding NJ, LLC, acquired a 10% ownership interest in Resorts Atlantic City. The Authority's investment in Resorts Atlantic City is accounted for under the equity method as the Authority has significant influence.

10

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 3—LONG-TERM DEBT:

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

	June 30, 2013			September 30, 2012
Bank Credit Facility, due March 2015	$	394,000		$	397,000
Term Loan Facility, due March 2016, net of discount of $3,263 and $3,988, respectively	221,737			221,012
2009 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $5 and $6, respectively	195			194
2012 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $4,981 and $5,587, respectively	194,819			194,213
2012 10 1/2% Third Lien Senior Secured Notes, due December 2016	417,771			417,771
2005 6 1/8% Senior Unsecured Notes, due February 2013	—			15,775
2004 7 1/8% Senior Subordinated Notes, due August 2014	21,156			21,156
2005 6 7/8% Senior Subordinated Notes, due February 2015	9,654			9,654
2012 11 % Senior Subordinated Notes, due September 2018	344,190			344,190
2009 Mohegan Tribe Promissory Note, due September 2014	5,125			10,000
2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2016	18,500			20,000
Mohegan Tribe Credit Facility, due September 2013	363			1,450
2013 Mohegan Tribe Promissory Note, due December 2018	7,420			—
Downs Lodging Credit Facility, due July 2016	45,000			45,000
Salishan-Mohegan Promissory Notes, due December 2014	485			—
Subtotal	1,680,415			1,697,415
Plus: net deferred gain on derivative instruments sold	320			386
Long-term debt, excluding capital leases	1,680,735			1,697,801
Less: current portion of long-term debt	(10,670		)	(29,737		)
Long-term debt, net of current portion	$	1,670,065		$	1,668,064

Bank Credit Facilities

First Lien, First Out Credit Facility

On March 6, 2012, the Authority entered into a Fourth Amended and Restated Bank Credit Facility providing for a $400.0 million term loan and a revolving loan with letter of credit and 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 "Bank Credit Facility"). Principal outstanding on 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 June 30, 2013, there were $394.0 million in term loans and no revolving loans outstanding under the Bank Credit Facility. As of June 30, 2013, letters of credit issued under the Bank Credit Facility totaled $3.4 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 $71.6 million of borrowing capacity under the Bank Credit Facility as of June 30, 2013.

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 loans is payable quarterly in arrears. As of June 30, 2013, the $394.0 million in term loans outstanding were based on the Eurodollar rate floor of 1.0% plus an applicable margin of 4.50%. The applicable margin for commitment fees was 0.50% as of June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest, including commitment fees, on the Bank Credit Facility was $217,000 and $211,000, respectively.

11

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The Authority's obligations under the Bank Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming (collectively, 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 also are 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 Term Loan Facility (as defined below) and the 2009 Second Lien Notes, 2012 Second Lien Notes and 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 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 June 30, 2013, the Authority and the Tribe were in compliance with all respective covenant requirements under the Bank Credit Facility.

First Lien, Second Out 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 "Term Loan Facility"). The Term Loan Facility was issued at a price of 98.0% of par, for an initial yield of approximately 9.6%per annum. The Term Loan Facility has no mandatory amortization and is payable in full on March 31, 2016.

Loans under the Term Loan Facility incur interest as follows: (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 June 30, 2013, 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 margin of 7.50%. As of June 30, 2013 and September 30, 2012, accrued interest on the Term Loan Facility was $1.1 million and $1.2 million, respectively.

The 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 Term Loan Facility are senior in priority to the liens on the same collateral securing any of the Secured Notes. The collateral securing the 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 Term Loan Facility.

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

As of June 30, 2013, the Authority and the Tribe were in compliance with all respective covenant requirements under the Term Loan Facility.

The Authority continues to monitor revenues and expenditures to ensure continued compliance with its financial covenant requirements under both the Bank Credit Facility and the Term Loan Facility. While the Authority anticipates that it will remain in compliance with all covenant requirements under its bank credit facilities for all periods prior to maturity, it may need to increase revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain compliance with these financial covenant requirements. If the Authority is unable to satisfy its financial covenant requirements, it would need to obtain waivers or consents under the bank credit facilities; however, the Authority can provide no assurance that it would be able to obtain such waivers or consents. If the Authority is unable to obtain such waivers or consents, it would be in default under its bank credit facilities, which may result in cross-defaults under its other outstanding indebtedness and allow its lenders and creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of the Authority's outstanding indebtedness. If such acceleration were to occur, the Authority can provide no assurance that it would be able to obtain the financing necessary to repay such accelerated indebtedness.

12

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Senior Secured Notes

2009 11  ¹/2% 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 certain restrictive covenants under the notes and related indenture. The aggregate principal amount of2009 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 June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the 2009 Second Lien Notes was $4,000 and $10,000, 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 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 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 June 30, 2013 and September 30, 2012, accrued interest on the 2012 Second Lien Notes was $3.8 million and 13.1 million, respectively.

The 2012 Second Lien Notes and the related guarantees are secured by second 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 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 Term Loan Facility, the 2009 Second Lien Notes and 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.

13

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

2012 10 ½% Third Lien Senior Secured Notes

On March 6, 2012, the Authority issued $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 8% 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 June 30, 2013 and September 30, 2012, accrued interest on the 2012 Third Lien Notes was $1.9 million and $25.0 million, respectively.

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 Term Loan Facility, the 2009 Second Lien Notes and 2012 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 Term Loan Facility, the 2009 Second Lien Notes and 2012 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.

Senior Unsecured Notes

2005 6 ¹/8% 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”). Pursuant to a private exchange offer, which was completed on March 6, 2012, the Authority exchanged $234.2 million in aggregate principal amount of 2005 Senior Unsecured Notes, leaving $15.8 million outstanding, which amount, including accrued interest, was repaid at maturity on February 15, 2013 with cash on hand. As of September 30, 2012, accrued interest on the 2005 Senior Unsecured Notes was $81,000.

Senior Subordinated Notes

2004 7 ¹/8% 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 certain 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 Notes remains outstanding as of June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the 2004 Senior Subordinated Notes was $565,000 and $148,000, respectively.

14

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

2005 6 ⁷/8% 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 certain 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 June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the 2005 Senior Subordinated Notes was $249,000 and $56,000, 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 was 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 June 30, 2013 and September 30, 2012, accrued interest on the 2012 Senior Subordinated Notes was $11.1 million and $1.7 million, respectively.

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, Term Loan Facility, 2009 Second Lien Notes, 2012 Second Lien Notes and 2012 Third Lien 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 June 30, 2013, the Authority and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.

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.

15

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Line of Credit

As of June 30, 2013, the Authority had a $16.5 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit matures on March 31, 2015. Pursuant to 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, each advance accrues interest on the basis of a one-month LIBOR Rate plus an 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 June 30, 2013, 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 those contained in the Bank Credit Facility. As of June 30, 2013, 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 June 30, 2013 and September 30, 2012, there was no accrued interest on the Line of Credit.

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 matures on September 30, 2014. 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 June 30, 2013 and September 30, 2012, accrued interest on the Mohegan Tribe Promissory Note was $4.5 million and $3.9 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 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 June 30, 2013 and September 30, 2012, accrued interest on the 2012 Mohegan Tribe Minor's Trust Promissory Note was $15,000 and $16,000, respectively.

Mohegan Tribe Credit Facility

In March 2012, the Tribe extended a revolving credit facility issued to Salishan-Mohegan with a borrowing capacity of $1.45 million (the “Mohegan Tribe Credit Facility”). The Mohegan Tribe Credit Facility matures on September 30, 2013. The Mohegan Tribe Credit Facility accrues interest at an annual rate of 15.0% payable at maturity. Principal outstanding under the Mohegan Tribe Credit Facility amortizes at a rate of $362,500 per quarter, commencing December 31, 2012. As of June 30, 2013, the Mohegan Tribe Credit Facility was fully drawn. As of June 30, 2013 and September 30, 2012, accrued interest on the Mohegan Tribe Credit Facility was $370,000 and $249,000, respectively.

2013 Mohegan Tribe Promissory Note

On March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interest in MG&H in exchange for a promissory note in the principal amount of $7.4 million (the “2013 Mohegan Tribe Promissory Note”). The 2013 Mohegan Tribe Promissory Note matures on December 31, 2018. The 2013 Mohegan Tribe Promissory Note accrues interest at an annual rate of 4.0% payable quarterly, commencing June 30, 2013. As of June 30, 2013, accrued interest on the 2013 Mohegan Tribe Promissory Note was $2,000.

Downs Lodging Credit Facility

In July 2012, Downs Lodging, a single purpose entity and wholly-owned unrestricted subsidiary of the Authority, entered into a credit agreement providing for a $45.0 million term loan from a third-party lender (the “Downs Lodging Credit Facility”). The proceeds of the Downs Lodging Credit Facility will be used by Downs Lodging to finance Project Sunlight, a hotel and convention center expansion project being developed and built by Downs Lodging at Mohegan Sun at Pocono Downs. The Downs

16

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Lodging Credit Facility matures on July 12, 2016 and accrues interest at an annual rate of 13.0%. Under the terms of the Downs Lodging Credit Facility, accrued interest of 10.0% is payable monthly in cash during the term of the loan, with the remaining 3.0% due at maturity. In addition, a 3.0% exit fee is payable upon repayment of the loan principal. The Downs Lodging Credit Facility is a senior secured obligation of Downs Lodging, collateralized by all existing and future assets of Downs Lodging. The Downs Lodging Credit Facility subjects Downs Lodging to certain covenant requirements customarily found in loan agreements for similar transactions. As of June 30, 2013, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging Credit Facility. As of June 30, 2013 and September 30, 2012, accrued interest on the Downs Lodging Credit Facility was $375,000.

Salishan-Mohegan Promissory Notes

In December 2012, Salishan-Mohegan Two, a wholly-owned subsidiary of Salishan-Mohegan, entered into two promissory notes with third-party lenders to fund the acquisition of certain property related to the Cowlitz Project. The first note, in the original principal amount of $150,000, bears no interest and amortizes as follows: (i) $5,000 per month, commencing December 31, 2012 and continuing through July 31, 2014 and (ii) $10,000 per month, commencing August 31, 2014 until fully paid. The second note, in the original principal amount of $375,000, matures on December 31, 2014 and accrues interest at an annual rate of 7.0%, payable monthly, commencing January 1, 2013. As of June 30, 2013, there was no accrued interest on the promissory notes.

NOTE 4—RELATED PARTY TRANSACTIONS:

Distributions to the Tribe totaled $15.0 million and $12.5 million for the three months ended June 30, 2013 and 2012, and $35.0 million and $40.5 million for the nine months ended June 30, 2013 and 2012, 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 $7.0 million and $6.8 million for the three months ended June 30, 2013 and 2012, respectively, and $21.0 million and $20.3 million for the nine months ended June 30, 2013 and 2012, 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 $3.9 million and $4.2 million for the three months ended June 30, 2013 and 2012, respectively, and $12.9 million and $14.2 million for the nine months ended June 30, 2013 and 2012, respectively.

Prior to March 2013, MTGA Gaming and the Tribe held 49% and 51% membership interests in MG&H, respectively. On March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interests in MG&H and retired the membership interests in exchange for a promissory note to the Tribe in the principal amount of $7.4 million.

The Authority incurred interest expense associated with borrowings from the Mohegan Tribe totaling $741,000and $832,000for the three months ended June 30, 2013 and 2012, respectively, and $2.3 millionand $1.7 million for the nine months ended June 30, 2013 and 2012, 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

17

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

during any month does not exceed a certain threshold of gross revenues from slot machines for such month. In the event free promotional slot plays granted by the Authority exceed such threshold, 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%. Effective July 1, 2012, the threshold before contribution payments on free promotional slot plays are required was increased from 5.5% of gross revenues from slot machines to 11%.

The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling $40.2 million and $43.6 million for the three months ended June 30, 2013 and 2012, respectively, and $115.1 million and $130.4 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $13.3 million and $13.7 million, respectively.

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 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 $31.8 million and $33.5 million for the three months ended June 30, 2013 and 2012, respectively, and $93.0 million and $100.8 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, outstanding Pennsylvania Slot Machine Tax payments totaled $4.2 million and $5.5 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 was 14%, plus 2% in local share assessments. Following the initial two years of operation, the Pennsylvania Table Game Tax was reduced to 12%, plus the 2% local share assessments. Downs Racing concluded its initial two years of table game and poker operations on July 13, 2012.

The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.6 million for each of the three months ended June 30, 2013 and 2012, respectively, and $4.5 million and $5.2 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, outstanding Pennsylvania Table Game Tax payments totaled $144,000 and $92,000, 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 Commonwealth of Pennsylvania temporarily suspended this assessment in May and June 2013.

The Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $431,000 and $1.2 million for the three months ended June 30, 2013 and 2012, respectively, and $2.9 million and $3.8 million for the nine months ended

18

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $55,000 and $129,000, 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, 12 of the 14 authorized gaming facilities have commenced operations. As of June 30, 2013, 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 $160,000 and $166,000 for the three months ended June 30, 2013 and 2012, respectively, and $484,000 and $504,000 for the nine months ended June 30, 2013 and 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 Facilities through December 31, 2014. As of June 30, 2013 and September 30, 2012, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $4.1 million and $9.3 million, respectively.

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 $4.8 million and $4.7 million for the three months ended June 30, 2013 and 2012, respectively, and $14.4 million and $14.0 million for the nine months ended June 30, 2013 and 2012, 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

19

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

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 June 30, 2013 and September 30, 2012, the carrying amount of the relinquishment liability was $92.6 million and $120.8 million, respectively. The decrease in the relinquishment liability during the nine months ended June 30, 2013 was due to $31.9 million in relinquishment payments. This reduction in the liability was offset by $3.7 million representing the accretion of discount to the relinquishment liability.

Relinquishment payments consisted of the following (in millions):

	For the Nine Months Ended
	June 30, 2013		June 30, 2012
Principal	$	28.0	$	28.8
Accretion of discount	3.9		5.9
Total	$	31.9	$	34.7

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 June 30, 2013 and September 30, 2012, relinquishment payments earned but unpaid were $19.3 million and $13.3 million, respectively.

20

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 7—SEGMENT REPORTING:

As of June 30, 2013, the Authority owns and operates, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun franchise, and the Mohegan Sun Country Club at Pautipaug (collectively, the “Connecticut Facilities”), and the Pennsylvania Facilities. Substantially all of the Authority's revenues are derived from these operations. The Connecticut Sun franchise and the Mohegan Sun Country Club at Pautipaug 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 Facilities and the Pennsylvania Facilities on a separate basis. Accordingly, the Authority has two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut Facilities, and (2) Mohegan Sun at Pocono Downs, which includes the operations of the Pennsylvania Facilities. The Authority's operations related to investments in unconsolidated affiliates and certain other corporate and management operations have not been identified as separate reportable segments, therefore, these operations are included in corporate and other in the following segment disclosures to reconcile to consolidated results.

	For the Three Months Ended						For the Nine Months Ended
(in thousands)	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Net revenues:
Mohegan Sun	$	266,699		$	264,876		$	772,571		$	811,838
Mohegan Sun at Pocono Downs	77,228			79,560			221,155			235,628
Corporate and other	318			—			969			—
Total	344,245			344,436			994,695			1,047,466
Income (loss) from operations:
Mohegan Sun	57,396			44,801			158,654			148,424
Mohegan Sun at Pocono Downs	12,435			10,716			32,441			31,660
Corporate and other	(5,644		)	(4,681		)	(18,743		)	(12,748		)
Total	64,187			50,836			172,352			167,336
Accretion of discount to the relinquishment liability	(1,243		)	(2,062		)	(3,730		)	(6,186		)
Interest income	1,533			1,842			4,421			3,559
Interest expense, net of capitalized interest	(42,379		)	(41,581		)	(128,213		)	(103,047		)
Loss on early exchange of debt	—			(17		)	(403		)	(14,323		)
Other income (expense), net	53			7			(1,732		)	(31		)
Net income	22,151			9,025			42,695			47,308
Loss attributable to non-controlling interests	146			336			2,767			1,147
Net income attributable to Mohegan Tribal Gaming Authority	$	22,297		$	9,361		$	45,462		$	48,455

	For the Nine Months Ended
	June 30, 2013		June 30, 2012
Capital expenditures incurred:
Mohegan Sun	$	16,821	$	29,967
Mohegan Sun at Pocono Downs	3,260		3,558
Corporate	23,140		606
Total	$	43,221	$	34,131
	June 30, 2013		September 30, 2012
Total assets:
Mohegan Sun	$	1,444,451	$	1,484,369
Mohegan Sun at Pocono Downs	561,746		570,078
Corporate	168,287		199,260
Total	$	2,174,484	$	2,253,707

21

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 8—SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of June 30, 2013, 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 Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. Separate financial statements and other disclosures concerning the Pocono Downs Subsidiaries, MBC, Mohegan Golf, 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 subsidiaries and entities as of June 30, 2013 and September 30, 2012 and for the three months and nine months ended June 30, 2013 and 2012 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

	June 30, 2013
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,199,479	$	226,953	$	46,648		$	—		$	1,473,080
Intercompany receivables	234,313		29,162		—			(263,475		)	—
Investment in subsidiaries	333,939		153		—			(334,092		)	—
Other intangible assets, net	120,537		285,084		—			—			405,621
Other assets, net	159,724		71,029		65,240			(210		)	295,783
Total assets	$	2,047,992	$	612,381	$	111,888		$	(597,777	)	$	2,174,484
LIABILITIES AND CAPITAL
Current liabilities	$	209,493	$	34,246	$	14,124		$	—		$	257,863
Due to Mohegan Tribe	—		—		31,408			—			31,408
Long-term debt and capital leases, net of current portions	1,603,573		—		45,428			—			1,649,001
Relinquishment liability, net of current portion	22,228		—		—			—			22,228
Intercompany payables	—		232,765		30,710			(263,475		)	—
Accumulated losses in excess of investment in subsidiaries	—		4,066		—			(4,066		)	—
Other long-term liabilities	2,800		—		1,646			—			4,446
Total liabilities	1,838,094		271,077		123,316			(267,541		)	1,964,946
Mohegan Tribal Gaming Authority capital	209,898		341,304		(11,428		)	(330,402		)	209,372
Non-controlling interests	—		—		—			166			166
Total liabilities and capital	$	2,047,992	$	612,381	$	111,888		$	(597,777	)	$	2,174,484

___________

(1)   Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

22

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

	September 30, 2012
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)		Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,233,688	$	233,202	$	23,508	$	—		$	1,490,398
Intercompany receivables	223,131		12,448		—		(235,579		)	—
Investment in subsidiaries	351,703		557		—		(352,260		)	—
Other intangible assets, net	120,623		285,305		—		—			405,928
Other assets, net	208,576		71,673		77,342		(210		)	357,381
Total assets	$	2,137,721	$	603,185	$	100,850	$	(588,049	)	$	2,253,707
LIABILITIES AND CAPITAL
Current liabilities	$	261,433	$	32,771	$	6,359	$	—		$	300,563
Due to Mohegan Tribe	—		—		31,450		—			31,450
Long-term debt and capital leases, net of current portions	1,607,004		—		45,000		—			1,652,004
Relinquishment liability, net of current portion	57,470		—		—		—			57,470
Intercompany payables	—		222,787		12,792		(235,579		)	—
Other long-term liabilities	2,607		—		350		—			2,957
Total liabilities	1,928,514		255,558		95,951		(235,579		)	2,044,444
Mohegan Tribal Gaming Authority capital	209,207		347,627		4,899		(353,052		)	208,681
Non-controlling interests	—		—		—		582			582
Total liabilities and capital	$	2,137,721	$	603,185	$	100,850	$	(588,049	)	$	2,253,707

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

	For the Three Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	264,735		$	79,871		$	382		$	(743	)	$	344,245
Operating costs and expenses:
Gaming and other operations	150,691			55,361			—			(683		)	205,369
Advertising, general and administrative	42,646			8,853			2,532			(60		)	53,971
Depreciation and amortization	16,958			3,392			—			—			20,350
Loss on disposition of assets	126			18			—			—			144
Severance	—			51			—			—			51
Pre-opening	—			173			—			—			173
Total operating costs and expenses	210,421			67,848			2,532			(743		)	280,058
Income (loss) from operations	54,314			12,023			(2,150		)	—			64,187
Accretion of discount to the relinquishment liability	(1,243		)	—			—			—			(1,243		)
Interest expense, net of capitalized interest	(29,338		)	(11,092		)	(2,579		)	630			(42,379		)
Loss on interests in subsidiaries	(1,462		)	(1,747		)	—			3,209			—
Other income, net	26			683			1,507			(630		)	1,586
Net income (loss)	22,297			(133		)	(3,222		)	3,209			22,151
Loss attributable to non-controlling interests	—			—			—			146			146
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	22,297		$	(133	)	$	(3,222	)	$	3,355		$	22,297

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

23

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

	For the Three Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	263,090		$	82,271		$	—		$	(925	)	$	344,436
Operating costs and expenses:
Gaming and other operations	160,866			58,554			—			(925		)	218,495
Advertising, general and administrative	43,189			8,823			1,369			—			53,381
Depreciation and amortization	17,384			4,309			—			—			21,693
Loss on disposition of assets	18			13			—			—			31
Total operating costs and expenses	221,457			71,699			1,369			(925		)	293,600
Income (loss) from operations	41,633			10,572			(1,369		)	—			50,836
Accretion of discount to the relinquishment liability	(2,062		)	—			—			—			(2,062		)
Interest expense	(20,775		)	(19,974		)	(977		)	145			(41,581		)
Loss on early exchange of debt	(17		)	—			—			—			(17		)
Loss on interests in subsidiaries	(9,451		)	(226		)	—			9,677			—
Other income, net	33			177			1,784			(145		)	1,849
Net income (loss)	9,361			(9,451		)	(562		)	9,677			9,025
Loss attributable to non-controlling interests	—			—			—			336			336
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,361		$	(9,451	)	$	(562	)	$	10,013		$	9,361

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	For the Nine Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	770,316		$	224,324		$	1,163		$	(1,108	)	$	994,695
Operating costs and expenses:
Gaming and other operations	439,040			160,320			—			(928		)	598,432
Advertising, general and administrative	129,361			24,091			9,623			(180		)	162,895
Depreciation and amortization	50,444			10,021			—			—			60,465
Loss on disposition of assets	259			18			—			—			277
Severance	(146		)	175			—			—			29
Pre-opening	—			245			—			—			245
Total operating costs and expenses	618,958			194,870			9,623			(1,108		)	822,343
Income (loss) from operations	151,358			29,454			(8,460		)	—			172,352
Accretion of discount to the relinquishment liability	(3,730		)	—			—			—			(3,730		)
Interest expense, net of capitalized interest	(88,942		)	(32,999		)	(7,745		)	1,473			(128,213		)
Loss on early exchange of debt	(403		)	—			—			—			(403		)
Loss on interests in subsidiaries	(12,949		)	(4,469		)	—			17,418			—
Other income, net	128			1,536			2,498			(1,473		)	2,689
Net income (loss)	45,462			(6,478		)	(13,707		)	17,418			42,695
Loss attributable to non-controlling interests	—			—			—			2,767			2,767
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	45,462		$	(6,478	)	$	(13,707	)	$	20,185		$	45,462

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

24

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

	For the Nine Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	809,936		$	238,457		$	—		$	(927	)	$	1,047,466
Operating costs and expenses:
Gaming and other operations	485,354			171,467			—			(927		)	655,894
Advertising, general and administrative	132,123			24,761			2,955			—			159,839
Depreciation and amortization	51,335			12,742			—			—			64,077
Loss on disposition of assets	36			284			—			—			320
Total operating costs and expenses	668,848			209,254			2,955			(927		)	880,130
Income (loss) from operations	141,088			29,203			(2,955		)	—			167,336
Accretion of discount to the relinquishment liability	(6,186		)	—			—			—			(6,186		)
Interest expense	(51,767		)	(49,379		)	(2,480		)	579			(103,047		)
Loss on early exchange of debt	(14,323		)	—			—			—			(14,323		)
Loss on interests in subsidiaries	(20,640		)	(1,103		)	—			21,743			—
Other income, net	283			639			3,185			(579		)	3,528
Net income (loss)	48,455			(20,640		)	(2,250		)	21,743			47,308
Loss attributable to non-controlling interests	—			—			—			1,147			1,147
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	48,455		$	(20,640	)	$	(2,250	)	$	22,890		$	48,455

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

25

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	For the Nine Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	56,345		$	38,754		$	(9,490	)	$	—		$	85,609
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(19,298		)	(3,570		)	(16,317		)	—			(39,185		)
Decrease in restricted cash, net	—			2,727			18,942			—			21,669
Investments in unconsolidated affiliates	—			—			(4,965		)	—			(4,965		)
Other cash flows provided by (used in) investing activities	53,662			(15,257		)	(1,655		)	(38,131		)	(1,381		)
Net cash flows provided by (used in) investing activities	34,364			(16,100		)	(3,995		)	(38,131		)	(23,862		)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	3,000			—			—			—			3,000
Bank Credit Facility repayments - revolving loan	(3,000		)	—			—			—			(3,000		)
Bank Credit Facility repayments - term loan	(3,000		)	—			—			—			(3,000		)
Repayments to Mohegan Tribe	—			—			(7,462		)	—			(7,462		)
Repayments of other long-term debt	(15,775		)	—			(23		)	—			(15,798		)
Principal portion of relinquishment liability payments	(27,951		)	—			—			—			(27,951		)
Distributions to Mohegan Tribe	(35,000		)	—			—			—			(35,000		)
Payments of financing fees	(3,291		)	—			(200		)	—			(3,491		)
Other cash flows provided by (used in) financing activities	(39,371		)	(22,866		)	21,268			38,131			(2,838		)
Net cash flows provided by (used in) financing activities	(124,388		)	(22,866		)	13,583			38,131			(95,540		)
Net increase (decrease) in cash and cash equivalents	(33,679		)	(212		)	98			—			(33,793		)
Cash and cash equivalents at beginning of period	91,836			21,757			491			—			114,084
Cash and cash equivalents at end of period	$	58,157		$	21,545		$	589		$	—		$	80,291

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

26

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

	For the Nine Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	103,561		$	43,100		$	(2,370	)	$	—		$	144,291
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(34,536		)	(6,102		)	—			—			(40,638		)
Other cash flows provided by (used in) investing activities	34,702			5,182			(562		)	(37,384		)	1,938
Net cash flows provided by (used in) investing activities	166			(920		)	(562		)	(37,384		)	(38,700		)
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	(2,000		)	—			—			—			(2,000		)
Term Loan Facility borrowings, net of discount	220,500			—			—			—			220,500
Line of Credit borrowings	225,215			—			—			—			225,215
Line of Credit repayments	(225,215		)	—			—			—			(225,215		)
Borrowings from Mohegan Tribe	—			—			20,600			—			20,600
Repayments of other long-term debt	(66,454		)	—			—			—			(66,454		)
Salishan-Mohegan Bank Credit Facility repayments - revolving loan	—			—			(15,250		)	—			(15,250		)
Principal portion of relinquishment liability payments	(28,756		)	—			—			—			(28,756		)
Distributions to Mohegan Tribe	(40,450		)	—			—			—			(40,450		)
Payments of financing fees	(50,178		)	—			—			—			(50,178		)
Other cash flows provided by (used in) financing activities	5,495			(40,754		)	(2,372		)	37,384			(247		)
Net cash flows provided by (used in) financing activities	(96,843		)	(40,754		)	2,978			37,384			(97,235		)
Net increase in cash and cash equivalents	6,884			1,426			46			—			8,356
Cash and cash equivalents at beginning of period	89,018			22,931			225			—			112,174
Cash and cash equivalents at end of period	$	95,902		$	24,357		$	271		$	—		$	120,530

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

NOTE 9—SUBSEQUENT EVENTS:

In late July and early August 2013, the Authority engaged in several transactions relating to the refinancing of certain of its outstanding indebtedness, as set forth below.

Consent Solicitation to Amend the 2012 Second Lien Notes Indenture

On July 22, 2013, the Authority commenced a solicitation of consents to amend the indenture governing the 2012 Second Lien Notes to permit the Authority to refinance its outstanding subordinated notes with senior unsecured indebtedness and to enter into certain transactions with the Tribe in the event that the Tribe constructs a hotel on Tribal land currently leased by the Authority. On July 30, 2013, the Authority received the consents required to make the requested changes to the 2012 Second Lien Notes indenture and entered into a supplemental indenture incorporating the proposed amendments. While the supplemental indenture became effective upon execution, the proposed amendments will not become operative until such time, if any, that the conditions of the consent solicitation, including, among other things, a financing condition, are satisfied or waived and the consent payment (which consists of $2.50 per $1,000 principal amount of the 2012 Second Lien Notes) is paid to holders who validly delivered (and did not validly revoke) their consent to the proposed amendments. If any of the conditions are not satisfied, the Authority is under no obligation to make the consent payment. The Authority has the right to waive any of the conditions to the consent solicitation.

27

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Tender Offer

On July 30, 2013, the Authority commenced a tender offer to purchase for cash any and all of its 2012 Third Lien Notes. Concurrently with this tender offer, the Authority is soliciting consents to proposed amendments to the indenture governing the 2012 Third Lien Notes, providing for the elimination of substantially all of the indenture's restrictive covenants and elimination or modification of certain events of default and related provisions contained in the indenture. Holders that tender the 2012 Third Lien Notes must also consent to such proposed amendments to the indenture. The tender offer will expire at 12:00 midnight, New York City time, on August 28, 2013, unless extended or earlier terminated.

Senior Unsecured Notes Offering

On July 30, 2013, the Authority announced a proposed offering of senior unsecured notes due 2021 (the “2013 Senior Unsecured Notes”) and, on August 6, 2013, the Authority announced that it will issue at par $500.0 million in aggregate principal amount of the 2013 Senior Unsecured Notes. The 2013 Senior Unsecured Notes will bear interest at a fixed rate of 9.75%per annum, payable semi-annually, in cash and in arrears on March 1^st and September 1^st, commencing March 1, 2014. The 2013 Senior Unsecured Notes will mature on September 1, 2021. The Authority anticipates using the net proceeds from the issuance of the 2013 Senior Unsecured Notes, together with borrowings under its Bank Credit Facility, to finance the repurchase or redemption of all of its outstanding 2012 Third Lien Notes, to repurchase other of its outstanding indebtedness and to pay related fees and expenses.

The 2013 Senior Unsecured Notes will be senior unsecured obligations of the Authority and will be fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The offering is expected to close on August 15, 2013, subject to customary conditions.

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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;

• the local, regional, national or global economic climate, including the lingering effects of the economic recession, which has affected our revenues and earnings;

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

• our leverage and ability to meet our debt service obligations and maintain compliance with financial debt covenants;

• the continued availability of financing;

• 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 our facilities;

• 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 changes 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, 2012, 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, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, 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 southern 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 facilities. We are governed by a nine-member

29

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, both components of Mohegan Sun's Project Horizon expansion.

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

Casino of the Earth

As of June 30, 2013, Casino of the Earth offered:

• approximately 188,000 square feet of gaming space;

• approximately 2,925 slot machines and 160 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, a Hong Kong-style food outlet offering authentic Southeast Asian cuisine, Bobby Flay's Bobby's Burger Palace, Bow & Arrow Sports Bar and multiple service bars, all operated by us, as well as Ballo Italian Restaurant & Social Club, Frank Pepe Pizzeria Napoletana, Hash House a Go Go and Fidelia's Market, an approximately 290-seat multi-station food court, operated by third-parties, for a total restaurant seating of approximately 2,075;

• 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 June 30, 2013, Casino of the Sky offered:

• approximately 119,000 square feet of gaming space;

• approximately 2,045 slot machines and 100 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 three 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 restaurant seating of approximately 2,285;

• The Shops at Mohegan Sun containing 31 retail shops, seven 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;

• Landsdowne Irish Pub and Music House, Ultra 88 nightclub and Vista Lounge, operated by a third-party;

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

• Glo at the Pool, a nightlife entertainment venue operated by us;

• 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 June 30, 2013, Casino of the Wind offered:

• approximately 45,000 square feet of gaming space;

• approximately 560 slot machines, 25 table games, including blackjack, roulette and craps, and a 42-table themed poker room;

30

• 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, for a total restaurant seating of approximately 475;

• Mist, a nightlife entertainment venue operated by us; and

• a retail shop operated by a third-party.

Mohegan Sun offers parking for approximately 13,000 patrons and 3,900 employees. We also operate an approximately 3,600-square-foot, 20-pump gasoline and convenience center for patrons, as well as a 10-pump gasoline center for employees, both located adjacent to Mohegan Sun. In addition, Mohegan Sun is a CT Lottery retailer.

Connecticut Sun

Through Mohegan Basketball Club, LLC, or MBC, we own and operate the Connecticut Sun franchise, a professional basketball team in the Women's National Basketball Association. The team plays its home games in the Mohegan Sun Arena.

Mohegan Sun Country Club at Pautipaug

Through Mohegan Golf, LLC, or Mohegan Golf, we own and operate the Mohegan Sun Country Club at Pautipaug, a private 18-hole championship golf course located in Sprague and Franklin, Connecticut.

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.

Mohegan Sun at Pocono Downs currently operates in an approximately 400,000-square-foot facility, which includes the following as of June 30, 2013:

• 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, Wok 8, 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.

Project Sunlight

In July 2012, Mohegan Sun at Pocono Downs broke ground on Project Sunlight, an estimated $50 million hotel expansion project to be located adjacent to the Mohegan Sun at Pocono Downs casino. This expansion will include a 238-room hotel and an approximately 20,000-square-foot convention center. The hotel will include a combination of standard guest rooms and suites and feature rooms with exclusive views of the race track, as well as a fitness center, an indoor pool and spa and a bistro serving breakfast and light fare. A new porte-cochere also is being added for additional guest convenience. The convention center will be located adjacent to the hotel and will be able to accommodate a number of different sized groups up to 800 for seated banquets. This space also can be converted into a 1,500-seat concert venue. The hotel and convention center is being developed and built by Downs Lodging, LLC, or Downs Lodging, our wholly-owned unrestricted subsidiary. Project Sunlight is being funded through a combination of a $45 million non-recourse term loan obtained by Downs Lodging and a $5 million investment by us. Project Sunlight is expected to be completed by the end of 2013.

31

Market and Competition from Other Gaming Operations

Our gaming operation at Mohegan Sun is one of only two current gaming operations in southern New England offering traditional slot machines and table games, with the other operation being our sole gaming competitor in the State of 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, 2012 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, 2012.

Results of Operations

Summary Operating Results

As of June 30, 2013, we own and operate, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun franchise, and the Mohegan Sun Country Club at Pautipaug, or collectively, the Connecticut facilities, and the Pennsylvania facilities. Substantially all of our revenues are derived from these operations. The Connecticut Sun franchise and the Mohegan Sun Country Club at Pautipaug 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 facilities and the Pennsylvania facilities on a separate basis. Accordingly, we have two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut facilities, and (2) Mohegan Sun at Pocono Downs, which includes the operations of the Pennsylvania facilities.

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

	For the Three Months Ended June 30,											For the Nine Months Ended June 30,
	2013			2012			Variance			Percentage Variance		2013			2012			Variance			Percentage Variance
Net revenues:
Mohegan Sun	$	266,699		$	264,876		$	1,823		0.7	%	$	772,571		$	811,838		$	(39,267	)	(4.8	)%
Mohegan Sun at Pocono Downs	77,228			79,560			(2,332		)	(2.9	)%	221,155			235,628			(14,473		)	(6.1	)%
Corporate and other	318			—			318			100.0	%	969			—			969			100.0	%
Total	$	344,245		$	344,436		$	(191	)	(0.1	)%	$	994,695		$	1,047,466		$	(52,771	)	(5.0	)%
Income (loss) from operations:
Mohegan Sun	$	57,396		$	44,801		$	12,595		28.1	%	$	158,654		$	148,424		$	10,230		6.9	%
Mohegan Sun at Pocono Downs	12,435			10,716			1,719			16.0	%	32,441			31,660			781			2.5	%
Corporate and other	(5,644		)	(4,681		)	(963		)	20.6	%	(18,743		)	(12,748		)	(5,995		)	47.0	%
Total	$	64,187		$	50,836		$	13,351		26.3	%	$	172,352		$	167,336		$	5,016		3.0	%
Net income attributable to Mohegan Tribal Gaming Authority	$	22,297		$	9,361		$	12,936		138.2	%	$	45,462		$	48,455		$	(2,993	)	(6.2	)%
Operating margin:
Mohegan Sun	21.5		%	16.9		%	4.6		%	27.2	%	20.5		%	18.3		%	2.2		%	12.0	%
Mohegan Sun at Pocono Downs	16.1		%	13.5		%	2.6		%	19.3	%	14.7		%	13.4		%	1.3		%	9.7	%
Total	18.6		%	14.8		%	3.8		%	25.7	%	17.3		%	16.0		%	1.3		%	8.1	%

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

• a weak regional economic environment and its related impact on consumer discretionary spending;

• an increasingly competitive environment;

• workforce reductions and other cost saving initiatives implemented in September 2012 at Mohegan Sun and March 2013 at Mohegan Sun at Pocono Downs;

• continued changes in operations designed to improve profitability;

• continued focus on managing expenses and enhancing operating efficiencies;

32

• higher table games hold percentage;

• unfavorable weather conditions in the nine months ended June 30, 2013;

• higher interest expense in the nine months ended June 30, 2013; and

• a $14.3 million non-operating loss on early exchange of debt in March 2012.

Net revenues for the three months ended June 30, 2013 compared to the same period in the prior year were relatively flat reflecting lower slot revenues, partially offset by higher table game revenues and improved non-gaming results. Net revenues for the nine months ended June 30, 2013 compared to the same period in the prior year declined primarily due to lower slot revenues.

Income from operations for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year increased primarily as a result of lower operating costs and expenses resulting, in part, from our workforce reductions and other cost saving initiatives, as well as overall changes in our operations designed to improve profitability and our continued focus on managing expenses and enhancing operating efficiencies. These results were partially offset by the reductions in net revenues and higher Corporate expenses.

Net income attributable to the Authority for the three months ended June 30, 2013 compared to the same period in the prior year increased primarily due to the growth in income from operations. Net income attributable to the Authority for the nine months ended June 30, 2013 compared to the same period in the prior year declined primarily as a result of higher interest expense. These results were partially offset by the non-recurring loss on early exchange of debt and the increase in income from operations.

Mohegan Sun

Gross Revenues

Gross revenues consisted of the following (in thousands):

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013		2012		Variance			Percentage Variance
Gaming	$	232,161	$	232,346	$	(185	)	(0.1	)%	$	677,280	$	718,109	$	(40,829	)	(5.7	)%
Food and beverage	15,341		16,163		(822		)	(5.1	)%	44,288		49,827		(5,539		)	(11.1	)%
Hotel	10,318		10,152		166			1.6	%	30,363		29,524		839			2.8	%
Retail, entertainment and other	29,615		27,620		1,995			7.2	%	77,137		76,265		872			1.1	%
Total	$	287,435	$	286,281	$	1,154		0.4	%	$	829,068	$	873,725	$	(44,657	)	(5.1	)%

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

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2013		2012		2013		2012
Gaming	80.8	%	81.2	%	81.7	%	82.2	%
Food and beverage	5.3	%	5.6	%	5.3	%	5.7	%
Hotel	3.6	%	3.5	%	3.7	%	3.4	%
Retail, entertainment and other	10.3	%	9.7	%	9.3	%	8.7	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

33

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

	For the Three Months Ended June 30,											For the Nine Months Ended June 30,
	2013			2012			Variance			Percentage Variance		2013			2012			Variance			Percentage Variance
Slots:
Handle	$	1,923,281		$	2,010,037		$	(86,756	)	(4.3	)%	$	5,532,262		$	6,086,090		$	(553,828	)	(9.1	)%
Gross revenues	$	158,129		$	165,224		$	(7,095	)	(4.3	)%	$	457,779		$	504,095		$	(46,316	)	(9.2	)%
Net revenues	$	152,086		$	158,761		$	(6,675	)	(4.2	)%	$	439,721		$	484,002		$	(44,281	)	(9.1	)%
Free promotional slot plays (1)	$	17,624		$	18,236		$	(612	)	(3.4	)%	$	46,419		$	46,476		$	(57	)	(0.1	)%
Weighted average number of machines (in units)	5,530			5,953			(423		)	(7.1	)%	5,560			6,085			(525		)	(8.6	)%
Hold percentage (gross)	8.2		%	8.2		%	—			—		8.3		%	8.3		%	—			—
Win per unit per day (gross) (in dollars)	$	314		$	305		$	9		3.0	%	$	302		$	302		—			—
Table games:
Drop	$	467,768		$	469,276		$	(1,508	)	(0.3	)%	$	1,369,217		$	1,448,202		$	(78,985	)	(5.5	)%
Revenues	$	76,176		$	69,150		$	7,026		10.2	%	$	225,573		$	220,047		$	5,526		2.5	%
Weighted average number of games (in units)	284			314			(30		)	(9.6	)%	286			314			(28		)	(8.9	)%
Hold percentage (2)	16.3		%	14.7		%	1.6		%	10.9	%	16.5		%	15.2		%	1.3		%	8.6	%
Win per unit per day (in dollars)	$	2,944		$	2,421		$	523		21.6	%	$	2,893		$	2,560		$	333		13.0	%
Poker:
Revenues	$	2,314		$	2,627		$	(313	)	(11.9	)%	$	7,459		$	8,705		$	(1,246	)	(14.3	)%
Weighted average number of tables (in units)	42			42			—			—		42			42			—			—
Revenue per unit per day (in dollars)	$	606		$	687		$	(81	)	(11.8	)%	$	651		$	756		$	(105	)	(13.9	)%

__________

(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 nine months ended June 30, 2013 compared to the same periods in the prior year declined primarily as a result of lower slot revenues. The reductions in slot revenues were due to lower business volumes which we believe was primarily driven by a weak regional economic environment and its related impact on consumer discretionary spending, combined with the impact of competition. We believe the decline in business volumes for the nine months ended June 30, 2013 also reflected changes in our operations designed to improve profitability and unfavorable weather conditions. The reductions in slot revenues were partially offset by increased table game revenues which benefited from higher table games hold percentage.

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013		2012		Variance			Percentage Variance
Meals served	708		809		(101		)	(12.5	)%	2,047		2,413		(366		)	(15.2	)%
Average price per meal served (in dollars)	$	16.38	$	16.08	$	0.30		1.9	%	$	16.26	$	16.37	$	(0.11	)	(0.7	)%

Food and beverage revenues for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year decreased primarily due to the declines in meals served. The declines in meals served reflected changes in our operations designed to improve profitability, including the replacement of a Mohegan Sun-owned food and beverage outlet with a third-party operator.

34

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

	For the Three Months Ended June 30,										For the Nine Months Ended June 30,
	2013			2012			Variance		Percentage Variance		2013			2012			Variance			Percentage Variance
Rooms occupied	104			103			1		1.0	%	310			308			2			0.6	%
Occupancy rate	96.7		%	96.3		%	0.4	%	0.4	%	96.5		%	95.8		%	0.7		%	0.7	%
Average daily room rate (in dollars)	$	95		$	93		2		2.2	%	$	94		$	91		$	3		3.3	%
Revenue per available room (in dollars)	$	92		$	89		3		3.4	%	$	90		$	87		$	3		3.4	%

Hotel revenues for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year increased primarily as a result of an increase in hotel occupancy by higher paying transient guests.

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013		2012		Variance			Percentage Variance
Arena events (in events)	26		38		(12		)	(31.6	)%	71		91		(20		)	(22.0	)%
Arena tickets	174		229		(55		)	(24.0	)%	451		529		(78		)	(14.7	)%
Average price per Arena ticket (in dollars)	$	61.45	$	42.23	$	19.22		45.5	%	$	56.20	$	45.12	$	11.08		24.6	%

Retail, entertainment and other revenues for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year increased primarily due to higher entertainment revenues resulting from the increases in average price per Arena ticket. The increases in average price per Arena ticket reflected an increase in the number of headliner shows held at the Mohegan Sun Arena.

Promotional Allowances

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013		2012		Variance			Percentage Variance
Food and beverage	$	6,008	$	6,498	$	(490	)	(7.5	)%	$	16,452	$	19,988	$	(3,536	)	(17.7	)%
Hotel	3,305		3,411		(106		)	(3.1	)%	10,238		10,434		(196		)	(1.9	)%
Retail, entertainment and other	11,423		11,496		(73		)	(0.6	)%	29,807		31,465		(1,658		)	(5.3	)%
Total	$	20,736	$	21,405	$	(669	)	(3.1	)%	$	56,497	$	61,887	$	(5,390	)	(8.7	)%

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013		2012		Variance			Percentage Variance
Food and beverage	$	5,926	$	6,350	$	(424	)	(6.7	)%	$	16,575	$	19,679	$	(3,104	)	(15.8	)%
Hotel	1,735		1,811		(76		)	(4.2	)%	5,361		5,716		(355		)	(6.2	)%
Retail, entertainment and other	10,038		10,267		(229		)	(2.2	)%	27,734		28,844		(1,110		)	(3.8	)%
Total	$	17,699	$	18,428	$	(729	)	(4.0	)%	$	49,670	$	54,239	$	(4,569	)	(8.4	)%

Promotional allowances for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year decreased primarily due to the declines in gaming revenues resulting in lower redemptions under the Player's Club program.

35

Operating Costs and Expenses

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013			2012		Variance			Percentage Variance
Gaming	$	127,898	$	138,387	$	(10,489	)	(7.6	)%	$	374,426		$	419,690	$	(45,264	)	(10.8	)%
Food and beverage	8,229		8,970		(741		)	(8.3	)%	25,226			27,139		(1,913		)	(7.0	)%
Hotel	3,743		3,658		85			2.3	%	10,674			10,703		(29		)	(0.3	)%
Retail, entertainment and other	11,550		10,291		1,259			12.2	%	30,447			28,957		1,490			5.1	%
Advertising, general and administrative	40,489		41,045		(556		)	(1.4	)%	121,651			124,623		(2,972		)	(2.4	)%
Depreciation and amortization	17,268		17,706		(438		)	(2.5	)%	51,380			52,266		(886		)	(1.7	)%
Loss on disposition of assets	126		18		108			600.0	%	259			36		223			619.4	%
Severance (1)	—		—		—			—		(146		)	—		(146		)	(100.0	)%
Total	$	209,303	$	220,075	$	(10,772	)	(4.9	)%	$	613,917		$	663,414	$	(49,497	)	(7.5	)%

__________

(1) Workforce reduction severance.

Gaming costs and expenses for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year decreased primarily as a result of lower combined slot win and free promotional slot play contribution expenses commensurate with the declines in slot revenues, combined with reduced payroll costs resulting from our September 2012 workforce reduction. The reductions in gaming costs and expenses also resulted from changes in our operations designed to improve profitability, including lower casino marketing and promotional expenditures. In addition, the decline in gaming costs and expenses for the nine months ended June 30, 2013 reflected lower costs related to Player's Club point redemptions at Mohegan Sun-owned facilities. Expenses associated with the combined slot win and free promotional slot play contributions totaled $40.2 million and $115.1 million for the three months and nine months ended June 30, 2013, respectively, and $43.6 million and $130.4 million for the three months and nine months ended June 30, 2012, respectively. Gaming costs and expenses as a percentage of gaming revenues were 55.1% and 55.3% for the three months and nine months ended June 30, 2013, respectively, and 59.6% and 58.4% for the three months and nine months ended June 30, 2012, respectively.

Food and beverage costs and expenses for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year declined primarily due to lower payroll costs and cost of goods sold reflecting our workforce reduction and other cost saving initiatives implemented in September 2012, including the replacement of a Mohegan Sun-owned food and beverage outlet with a third-party operator. These results were partially offset by reduced use of food and beverage complimentaries, resulting in lower amounts of food and beverage costs being allocated to gaming costs and expenses.

Hotel costs and expenses for the three months ended June 30, 2013 compared to the same period in the prior year increased slightly as a result of reduced use of hotel complimentaries, resulting in lower amounts of hotel costs being allocated to gaming costs and expenses. Hotel costs and expenses for the nine months ended June 30, 2013 compared to the same period in the prior year were relatively flat.

Retail, entertainment and other costs and expenses for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year increased primarily due to higher direct entertainment costs reflecting an increase in the number of headliner shows held at the Mohegan Sun Arena, combined with increased cost of goods sold for gasoline as a result of an increase in patronage at the Mohegan Sun gasoline and convenience center. These results were partially offset by lower Arena expenses due to the reduction in the overall number of events held at the Mohegan Sun Arena. The increase in retail, entertainment and other costs and expenses for the nine months ended June 30, 2013 also resulted from reduced use of retail, entertainment and other complimentaries, resulting in lower amounts of retail, entertainment and other costs being allocated to gaming costs and expenses.

Advertising, general and administrative costs and expenses for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year declined primarily as a result of lower payroll costs and certain other expenditures, reflecting, in part, our workforce reduction and other cost saving initiatives implemented in September 2012. The decline in advertising, general and administrative costs and expenses for the nine months ended June 30, 2013 also reflected non-recurring costs related to Mohegan Sun's 15^th anniversary festivities for casino patrons in the first quarter of fiscal 2012.

36

Mohegan Sun at Pocono Downs

Gross Revenues

Gross revenues consisted of the following (in thousands):

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013		2012		Variance			Percentage Variance
Gaming	$	72,421	$	74,747	$	(2,326	)	(3.1	)%	$	208,322	$	222,644	$	(14,322	)	(6.4	)%
Food and beverage	7,059		6,537		522			8.0	%	19,116		18,800		316			1.7	%
Retail, entertainment and other	2,398		2,326		72			3.1	%	6,356		6,193		163			2.6	%
Total	$	81,878	$	83,610	$	(1,732	)	(2.1	)%	$	233,794	$	247,637	$	(13,843	)	(5.6	)%

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

	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2013		2012		2013		2012
Gaming	88.5	%	89.4	%	89.1	%	89.9	%
Food and beverage	8.6	%	7.8	%	8.2	%	7.6	%
Retail, entertainment and other	2.9	%	2.8	%	2.7	%	2.5	%
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 June 30,											For the Nine Months Ended June 30,
	2013			2012			Variance			Percentage Variance		2013			2012			Variance			Percentage Variance
Slots:
Handle	$	774,897		$	743,645		$	31,252		4.2	%	$	2,181,982		$	2,235,962		$	(53,980	)	(2.4	)%
Gross revenues	$	56,600		$	59,696		$	(3,096	)	(5.2	)%	$	165,101		$	178,653		$	(13,552	)	(7.6	)%
Net revenues	$	56,575		$	59,667		$	(3,092	)	(5.2	)%	$	165,068		$	178,618		$	(13,550	)	(7.6	)%
Free promotional slot plays (1)	$	23,327		$	15,324		$	8,003		52.2	%	$	58,243		$	46,508		$	11,735		25.2	%
Weighted average number of machines (in units)	2,332			2,332			—			—		2,332			2,332			—			—
Hold percentage (gross)	7.3		%	8.0		%	(0.7		)%	(8.8	)%	7.6		%	8.0		%	(0.4		)%	(5.0	)%
Win per unit per day (gross) (in dollars)	$	267		$	281		$	(14	)	(5.0	)%	$	259		$	280		$	(21	)	(7.5	)%
Table games:
Drop	$	51,437		$	50,927		$	510		1.0	%	$	144,576		$	161,480		$	(16,904	)	(10.5	)%
Revenues	$	10,048		$	9,246		$	802		8.7	%	$	28,855		$	29,216		$	(361	)	(1.2	)%
Weighted average number of games (in units)	66			66			—			—		66			66			—			—
Hold percentage (2)	19.5		%	18.2		%	1.3		%	7.1	%	20.0		%	18.1		%	1.9		%	10.5	%
Win per unit per day (in dollars)	$	1,673		$	1,540		$	133		8.6	%	$	1,601		$	1,615		$	(14	)	(0.9	)%
Poker:
Revenues	$	900		$	871		$	29		3.3	%	$	3,102		$	2,891		$	211		7.3	%
Weighted average number of tables (in units)	18			18			—			—		18			18			—			—
Revenue per unit per day (in dollars)	$	549		$	531		$	18		3.4	%	$	631		$	586		$	45		7.7	%

_______

(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 nine months ended June 30, 2013 compared to the same periods in the prior year declined primarily as a result of lower slot revenues. We believe the reductions in slot revenues reflected a weak regional economic environment due, in part, to recent increases in payroll and local property taxes, combined with construction disruptions associated with our hotel and convention center expansion. In addition, we believe the decline in gaming revenues for the nine months ended June 30, 2013 reflected changes in our operations designed to improve profitability and unfavorable weather

37

conditions. Gaming revenues for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year benefited from higher table games hold percentage.

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013		2012		Variance			Percentage Variance
Meals served	209		186		23			12.4	%	534		546		(12		)	(2.2	)%
Average price per meal served (in dollars)	$	15.84	$	15.98	$	(0.14	)	(0.9	)%	$	16.49	$	15.67	$	0.82		5.2	%

Food and beverage revenues for the three months ended June 30, 2013 compared to the same period in the prior year increased as a result of strong patron response to our promotional offers. Food and beverage revenues for the nine months ended June 30, 2013 compared to the same period in the prior year increased primarily due to changes in our operations designed to improve profitability.

Retail, entertainment and other revenues for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year increased primarily as a result of higher sponsorship revenues and ATM commissions.

Promotional Allowances

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013		2012		Variance		Percentage Variance
Food and beverage	$	4,245	$	3,608	$	637		17.7	%	$	11,351	$	10,729	$	622	5.8	%
Retail and entertainment	405		442		(37		)	(8.4	)%	1,288		1,280		8		0.6	%
Total	$	4,650	$	4,050	$	600		14.8	%	$	12,639	$	12,009	$	630	5.2	%

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage Variance		2013		2012		Variance			Percentage Variance
Food and beverage	$	2,917	$	2,786	$	131		4.7	%	$	8,225	$	8,165	$	60		0.7	%
Retail and entertainment	404		533		(129		)	(24.2	)%	1,388		1,492		(104		)	(7.0	)%
Total	$	3,321	$	3,319	$	2		0.1	%	$	9,613	$	9,657	$	(44	)	(0.5	)%

Promotional allowances for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year increased due to higher food and beverage promotional offers designed to drive increased patron visitation.

Operating Costs and Expenses

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage   Variance		2013		2012		Variance			Percentage   Variance
Gaming	$	51,639	$	54,632	$	(2,993	)	(5.5	)%	$	150,983	$	162,327	$	(11,344	)	(7.0	)%
Food and beverage	2,002		2,270		(268		)	(11.8	)%	5,809		6,216		(407		)	(6.5	)%
Retail, entertainment and other	308		287		21			7.3	%	867		862		5			0.6	%
Advertising, general and administrative	7,549		7,685		(136		)	(1.8	)%	21,620		22,563		(943		)	(4.2	)%
Depreciation and amortization	3,053		3,957		(904		)	(22.8	)%	8,997		11,716		(2,719		)	(23.2	)%
Loss on disposition of assets	18		13		5			38.5	%	18		284		(266		)	(93.7	)%
Severance (1)	51		—		51			100.0	%	175		—		175			100.0	%
Pre-opening	173		—		173			100.0	%	245		—		245			100.0	%
Total	$	64,793	$	68,844	$	(4,051	)	(5.9	)%	$	188,714	$	203,968	$	(15,254	)	(7.5	)%

__________

38

(1) Workforce reduction severance.

Gaming costs and expenses for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year declined primarily due to lower Pennsylvania slot machine tax expenses commensurate with the reductions in slot revenues. The declines in gaming costs and expenses also reflected lower Pennsylvania regulatory fees resulting from a temporary suspension of this assessment in May and June 2013, as well as reduced Pennsylvania table game tax expenses primarily due to a reduction in the Pennsylvania table game tax rate. During the initial two years of operation, the Pennsylvania table game tax was 14%, plus 2% in local share assessments. Following the initial two years of operation, the Pennsylvania table game tax was reduced to 12%, plus the 2% local share assessments. Mohegan Sun at Pocono Downs concluded its initial two years of table game operations on July 13, 2012. In addition, the reductions in gaming costs and expenses resulted from changes in our operations designed to improve profitability. Expenses associated with the Pennsylvania slot machine tax totaled $31.8 million and $93.0 million for the three months and nine months ended June 30, 2013, respectively, and $33.5 million and $100.8 million for the three months and nine months ended June 30, 2012, respectively. Expenses associated with the Pennsylvania table game tax totaled $1.6 million and $4.5 million for the three months and nine months ended June 30, 2013, respectively, and $1.6 million and $5.2 million for the three months and nine months ended June 30, 2012, respectively. Gaming costs and expenses as a percentage of gaming revenues were 71.3% and 72.5% for the three months and nine months ended June 30, 2013, respectively, and 73.1% and 72.9% for the three months and nine months ended June 30, 2012, respectively.

Food and beverage costs and expenses for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year decreased primarily as a result of lower payroll costs, combined with increased use of food and beverage complimentaries, resulting in higher amounts of food and beverage costs being allocated to gaming costs and expenses.

Retail, entertainment and other costs and expenses for the three months ended June 30, 2013 compared to the same period in the prior year increased primarily due to reduced use of retail, entertainment and other complimentaries, resulting in lower amounts of retail, entertainment and other costs being allocated to gaming costs and expenses. Retail, entertainment and other costs and expenses for the nine months ended June 30, 2013 compared to the same period in the prior year were relatively flat.

Advertising, general and administrative costs and expenses for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year declined primarily due to lower insurance costs, combined with our continued focus on managing expenses.

Depreciation and amortization expenses for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year decreased primarily as a result of fully depreciated assets related to the Phase II facility.

Severance for the three months and nine months ended June 30, 2013 resulted from the charges related to our March 2013 workforce reduction plan. We do not anticipate incurring any additional severance charges in connection with this workforce reduction, other than charges that may arise from adjustments to the initial estimates utilized under the plan. Cash payments commenced in March 2013 and are anticipated to be completed in August 2013.

Pre-opening costs and expenses for the three months and nine months ended June 30, 2013 were comprised of personnel costs associated with the introduction of our hotel and convention center operations which are expected to commence by the end of 2013.

Corporate and Other

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2013		2012		Variance			Percentage  Variance		2013		2012		Variance			Percentage  Variance
Corporate and other:
Gross revenues	$	333	$	—	$	333		100.0	%	$	1,028	$	—	$	1,028		100.0	%
Less-Promotional allowances	15		—		15			100.0	%	59		—		59			100.0	%
Net revenues	$	318	$	—	$	318		100.0	%	$	969	$	—	$	969		100.0	%
Expenses	$	5,933	$	4,651	$	1,282		27.6	%	$	19,624	$	12,653	$	6,971		55.1	%
Depreciation	29		30		(1		)	(3.3	)%	88		95		(7		)	(7.4	)%
Total expenses	$	5,962	$	4,681	$	1,281		27.4	%	$	19,712	$	12,748	$	6,964		54.6	%

Corporate and other revenues for the three months and nine months ended June 30, 2013 primarily represent management fees earned and reimbursable expenses incurred by Mohegan Gaming Advisors, LLC, our wholly-owned unrestricted subsidiary,

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and its subsidiaries, which entered into a joint venture and management arrangement with the owner of Resorts Casino Hotel in July 2012.

Corporate and other expenses for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year increased primarily as a result of higher professional and development related expenditures, including expenditures associated with our pursuit of a Massachusetts casino license.

Other Income (Expense)

Other income (expense) consisted of the following (in thousands):

	For the Three Months Ended June 30,											For the Nine Months Ended June 30,
	2013			2012			Variance			Percentage Variance		2013			2012			Variance			Percentage Variance
Accretion of discount to the relinquishment liability (1)	$	(1,243	)	$	(2,062	)	$	819		(39.7	)%	$	(3,730	)	$	(6,186	)	$	2,456		(39.7	)%
Interest income (2)	1,533			1,842			(309		)	(16.8	)%	4,421			3,559			862			24.2	%
Interest expense, net of capitalized interest	(42,379		)	(41,581		)	(798		)	1.9	%	(128,213		)	(103,047		)	(25,166		)	24.4	%
Loss on early exchange of debt (3)	—			(17		)	17			(100.0	)%	(403		)	(14,323		)	13,920			(97.2	)%
Other income (expense), net (4)	53			7			46			657.1	%	(1,732		)	(31		)	(1,701		)	5,487.1	%
Total other expense	$	(42,036	)	$	(41,811	)	$	(225	)	0.5	%	$	(129,657	)	$	(120,028	)	$	(9,629	)	8.0	%

___________

(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.

(3) Represents financing fees written-off in connection with our March 2012 refinancing transactions.

(4) Primarily represents loss from unconsolidated affiliates.

Interest expense for the three months and nine months ended June 30, 2013 compared to the same periods in the prior year increased primarily as a result of higher weighted average interest rate. Weighted average interest rate was 10.1% for each of the three months and nine months ended June 30, 2013, compared to 9.9% and 8.4% for the three months and nine months ended June 30, 2012, respectively. Weighted average outstanding debt was $1.70 billion and $1.71 billion for the three months and nine months ended June 30, 2013, respectively, compared to $1.67 billion and $1.65 billion for the three months and nine months ended June 30, 2012, respectively.

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 nine months ended June 30, 2013 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 Nine Months Ended June 30,
	2013			2012			Variance			Percentage     Variance
Net cash provided by operating activities	$	85,609		$	144,291		$	(58,682	)	(40.7	)%
Net cash used in investing activities	(23,862		)	(38,700		)	14,838			(38.3	)%
Net cash used in financing activities	(95,540		)	(97,235		)	1,695			(1.7	)%
Net increase (decrease) in cash and cash equivalents	$	(33,793	)	$	8,356		$	(42,149	)	(504.4	)%

As of June 30, 2013 and September 30, 2012, we held cash and cash equivalents of $80.3 million and $114.1 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 decline in cash provided by operating activities for the nine months ended June 30, 2013 compared to the same period in the prior year resulted from higher working capital requirements, including interest and workforce reduction related severance payments, combined with lower net income after adjustments for non-cash items.

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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 other than Project Sunlight, distributions to the Tribe, projected working capital needs and debt reduction, as well as to 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 by patrons 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 or 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 decline in cash used in investing activities for the nine months ended June 30, 2013 compared to the same period in the prior year was primarily attributable to lower capital expenditures after factoring in the decease in restricted cash. The decrease in cash used in financing activities for the nine months ended June 30, 2013 compared to the same period in the prior year was primarily driven by lower payments of financing fees and distributions to the Tribe. These results were partially offset by a reduction in net borrowings.

Cost Saving Initiatives

In September 2012, we implemented a workforce reduction and other cost saving initiatives at Mohegan Sun, including changes to the slot mix on the gaming floor, modifications to employee medical benefits and the replacement of a Mohegan Sun-owned food and beverage outlet with a third-party operator. The resulting labor and operating cost savings for fiscal 2013 are forecasted to be at least $25.0 million. In addition, in March 2013, we implemented a number of cost saving initiatives at Mohegan Sun at Pocono Downs. The resulting labor and operating cost savings for fiscal 2013 are currently forecasted to be at least $4 million, while annual labor and operating cost savings are forecasted to be at least $7 million. We estimated that these cost saving initiatives yielded consolidated labor and operating cost savings totaling approximately $21 million for the nine months ended June 30, 2013.

External Sources of Liquidity

Bank Credit Facilities

First Lien, First Out Credit Facility

On March 6, 2012, we entered into a fourth amended and restated bank credit facility providing for a $400.0 million term loan and a revolving loan with letter of credit and 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, or the bank credit facility. Principal outstanding on 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 June 30, 2013, there were $394.0 million in term loans and no revolving loans outstanding under the bank credit facility. As of June 30, 2013, letters of credit issued under the bank credit facility totaled $3.4 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, we had approximately $71.6 million of borrowing capacity under the bank credit facility as of June 30, 2013.

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 loans is payable quarterly in arrears. As of June 30, 2013, the $394.0 million in term loans outstanding were based on the Eurodollar rate floor of 1.0% plus an applicable margin of 4.50%. The applicable margin for commitment fees was 0.50% as of June 30, 2013.

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Our obligations under the bank credit facility are fully and unconditionally guaranteed, jointly and severally, by the Pocono Downs subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming, collectively, the guarantors. The bank credit facility is collateralized by a first priority lien on substantially all of our 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 (we and the guarantors, other than MBC, are collectively referred to herein as the grantors). The grantors also are 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 our obligations under the bank credit facility are senior in priority to the liens on the same collateral securing the term loan facility (as defined below) and the 2009 second lien notes, 2012 second lien notes and 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 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 us 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. The levels of these covenants as of June 30, 2013 through the remaining term of the bank credit facility are as follows:

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:
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:
June 30, 2013 and thereafter	1.75:1.00

Minimum fixed charge coverage ratio covenant, as defined under the bank credit facility:

Fiscal Quarters Ending:
June 30, 2013 and thereafter	1.05:1.00

As of June 30, 2013, we and the Tribe were in compliance with all respective covenant requirements under the bank credit facility.

First Lien, Second Out Term Loan Facility

On March 6, 2012, we 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, or the term loan facility. The term loan facility was issued at a price of 98.0% of par, for an initial yield of approximately 9.6% per annum. The term loan facility has no mandatory amortization and is payable in full on March 31, 2016.

Loans under the term loan facility incur interest as follows: (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 June 30, 2013, we had a $225.0 million Eurodollar rate loan outstanding, which was based on the Eurodollar rate floor of 1.50% plus an applicable margin of 7.50%.

Our 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 our obligations under the term loan facility are senior in priority to the liens on the same collateral securing any of the secured notes. The collateral securing the 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 term loan facility.

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The term loan facility contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the bank credit facility. The term loan facility also includes a separate first lien leverage ratio covenant.

As of June 30, 2013, we and the Tribe were in compliance with all respective covenant requirements under the term loan facility.

We continue to monitor revenues and expenditures to ensure continued compliance with our financial covenant requirements under both the bank credit facility and the term loan facility. While we anticipate that we will remain in compliance with all covenant requirements under our bank credit facilities for all periods prior to maturity, we may need to increase revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain compliance with these financial covenant requirements. If we are unable to satisfy our financial covenant requirements, we would need to obtain waivers or consents under the bank credit facilities; however, we can provide no assurance that we would be able to obtain such waivers or consents. If we are unable to obtain such waivers or consents, we would be in default under our bank credit facilities, which may result in cross-defaults under our other outstanding indebtedness and allow our lenders and creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of our outstanding indebtedness. If such acceleration were to occur, we can provide no assurance that we would be able to obtain the financing necessary to repay such accelerated indebtedness.

Senior Secured Notes

2009 11  ¹/2% Second Lien Senior Secured Notes

In October 2009, we issued $200.0 million second lien senior secured notes with fixed interest payable at a rate of 11.50% per annum, or 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, we completed a private exchange offer and consent solicitation for any or all of our outstanding 2009 second lien notes. As part of the exchange offer, we solicited and received consents from tendering holders to certain amendments to the indentures governing the 2009 second lien notes, which eliminated certain restrictive covenants under the notes and related indenture. The aggregate principal amount of2009 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 June 30, 2013.

Our 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 our and our existing and future guarantor subsidiaries' first priority lien secured indebtedness, including borrowings under the bank credit facility and 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, we issued $199.8 million second lien senior secured notes with fixed interest payable at a rate of 11.50% per annum, or 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. We 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, we 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 us occurs, we 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 we undertake certain types of asset sales or suffers events of loss, and we do not use the related sale or insurance proceeds for specified purposes, we 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.

Our 2012 second lien notes and the related guarantees are secured by second 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 our bank credit facility and 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

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assets that secure the bank credit facility and term loan facility, the 2009 second lien notes and 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, we issued $417.7 million third lien senior secured notes with fixed interest payable at a rate of 10.50% per annum, or the 2012 third lien notes, in exchange for $234.2 million of 2005 senior unsecured notes and $183.5 million of 2002 8% senior subordinated notes. The 2012 third lien notes mature on December 15, 2016. We 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 us occurs, we 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 we undertake certain types of asset sales or suffers events of loss, and we do not use the related sale or insurance proceeds for specified purposes, we 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.

Our 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 our bank credit facility and term loan facility, the 2009 second lien notes and 2012 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 term loan facility, the 2009 second lien notes and 2012 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.

Senior Unsecured Notes

2005 6 ¹/8% Senior Unsecured Notes

In February 2005,we issued $250.0 million senior unsecured notes with fixed interest payable at a rate of 6.125% per annum, or the 2005 senior unsecured notes. Pursuant to a private exchange offer, which was completed on March 6, 2012, we exchanged $234.2 million in aggregate principal amount of 2005 senior unsecured notes, leaving $15.8 million outstanding, which amount, including accrued interest, was repaid at maturity on February 15, 2013 with cash on hand.

Senior Subordinated Notes

2004 7 ¹/8% Senior Subordinated Notes

In August 2004, we issued $225.0 million senior subordinated notes with fixed interest payable at a rate of 7.125% per annum, or the 2004 senior subordinated notes. The 2004 senior subordinated notes mature on August 15, 2014. The 2004 senior subordinated notes are callable at our 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, we completed a private exchange offer and consent solicitation for any or all of our outstanding 2004 senior subordinated notes. As part of the exchange offer, we solicited and received consents from tendering holders to certain amendments to the indentures governing the 2004 senior subordinated notes, which eliminated certain 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 notes remains outstanding as of June 30, 2013.

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2005 6 ⁷/8% Senior Subordinated Notes

In February 2005, we issued $150.0 million senior subordinated notes with fixed interest payable at a rate of 6.875% per annum, or the 2005 senior subordinated notes. The 2005 senior subordinated notes mature on February 15, 2015. The 2005 senior subordinated notes are callable at our 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, we completed a private exchange offer and consent solicitation for any or all of our outstanding 2005 senior subordinated notes. As part of the exchange offer, we solicited and received consents from tendering holders to certain amendments to the indentures governing the 2005 senior subordinated notes, which eliminated certain 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 June 30, 2013.

2012 11% Senior Subordinated Notes

On March 6, 2012, we issued $344.2 million senior subordinated toggle notes with fixed interest payable at a rate of 11% per annum, or 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. We 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 us occurs, we 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 we undertake certain types of asset sales or suffers events of loss, and we do not use the related sale or insurance proceeds for specified purposes, we 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 was payable entirely in cash. For any subsequent interest payment period through March 15, 2018, we may, at our 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, or PIK interest. If we elect 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.

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.

Our senior subordinated notes are uncollateralized general obligations, and are subordinated to borrowings under the bank credit facility, term loan facility, 2009 second lien notes, 2012 second lien notes and 2012 third lien notes. The senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The senior and senior subordinated note indentures contain certain non-financial and financial covenant requirements with which we 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 our continued existence. The financial covenant requirements include, among other things, subject to certain exceptions, limitations on our 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 June 30, 2013, we and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.

We or our 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 our liquidity and covenant requirement restrictions, among other factors.

Line of Credit

As of June 30, 2013, we had a $16.5 million revolving credit facility with Bank of America, N.A., or the line of credit. The line of credit matures on March 31, 2015. Pursuant to 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, each advance accrues interest on the basis of a one-month LIBOR Rate plus an applicable margin based on our total leverage

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ratio, as each term is defined under the line of credit. Borrowings under the line of credit are uncollateralized obligations. As of June 30, 2013, 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 those contained in the bank credit facility. As of June 30, 2013, we were 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

In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan, LLC, or Salishan-Mohegan, referred to herein as the 2009 Mohegan Tribe promissory note. The 2009 Mohegan Tribe promissory note matures on September 30, 2014. 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.

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, referred to herein as the 2012 Mohegan Tribe Minor's Trust promissory note. 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.

Mohegan Tribe Credit Facility

In March 2012, the Tribe extended a revolving credit facility issued to Salishan-Mohegan with a borrowing capacity of $1.45 million, or the Mohegan Tribe credit facility. The Mohegan Tribe credit facility matures on September 30, 2013. The Mohegan Tribe credit facility accrues interest at an annual rate of 15.0% payable at maturity. Principal outstanding under the Mohegan Tribe credit facility amortizes at a rate of $362,500 per quarter, commencing December 31, 2012. As of June 30, 2013, the Mohegan Tribe credit facility was fully drawn.

2013 Mohegan Tribe Promissory Note

On March 29, 2013, Mohegan Gaming & Hospitality, LLC, or MG&H, purchased and acquired all of the Tribe's membership interest in MG&H in exchange for a promissory note in the principal amount of $7.4 million, or the 2013 Mohegan Tribe promissory note. The 2013 Mohegan Tribe promissory note matures on December 31, 2018. The 2013 Mohegan Tribe promissory note accrues interest at an annual rate of 4.0% payable quarterly, commencing June 30, 2013.

Downs Lodging Credit Facility

In July 2012, Downs Lodging, a single purpose entity and our wholly-owned unrestricted subsidiary, entered into a credit agreement providing for a $45.0 million term loan, or the Downs Lodging credit facility, from a third-party lender. The proceeds of the Downs Lodging credit facility will be used by Downs Lodging to finance Project Sunlight, a hotel and convention center expansion project being developed and built by Downs Lodging at Mohegan Sun at Pocono Downs. The Downs Lodging credit facility matures on July 12, 2016 and accrues interest at an annual rate of 13.0%. Under the terms of the Downs Lodging credit facility, accrued interest of 10.0% is payable monthly in cash during the term of the loan, with the remaining 3.0% due at maturity. In addition, a 3.0% exit fee is payable upon repayment of the loan principal. The Downs Lodging credit facility is a senior secured obligation of Downs Lodging, collateralized by all existing and future assets of Downs Lodging. The Downs Lodging credit facility subjects Downs Lodging to certain covenant requirements customarily found in loan agreements for similar transactions. As of June 30, 2013, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging credit facility.

Salishan-Mohegan Promissory Notes

In December 2012, Salishan-Mohegan Two, LLC, a wholly-owned subsidiary of Salishan-Mohegan, entered into two promissory notes with third-party lenders to fund the acquisition of certain property related to the Cowlitz Project. The first note, in the original principal amount of $150,000, bears no interest and amortizes as follows: (i) $5,000 per month, commencing

46

December 31, 2012 and continuing through July 31, 2014 and (ii) $10,000 per month, commencing August 31, 2014 until fully paid. The second note, in the original principal amount of $375,000, matures on December 31, 2014 and accrues interest at an annual rate of 7.0%, payable monthly, commencing January 1, 2013.

Capital Expenditures

The following table presents data related to capital expenditures (in millions, including capitalized interest):

	Capital Expenditures
	Nine Months Ended		Remaining Forecasted		Total Forecasted
	June 30, 2013		Fiscal Year 2013		Fiscal Year 2013
Mohegan Sun:
Maintenance	$	13.0	$	12.7	$	25.7
Development	3.8		0.1		3.9
Subtotal	16.8		12.8		29.6
Mohegan Sun at Pocono Downs:
Maintenance	3.0		1.9		4.9
Expansion	0.3		0.3		0.6
Subtotal	3.3		2.2		5.5
Corporate:
Expansion - Project Sunlight	22.4		13.0		35.4
Development	0.7		—		0.7
Subtotal	23.1		13.0		36.1
Total	$	43.2	$	28.0	$	71.2

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 existing cash, cash flows provided by operating activities and draws under our bank credit facility. The costs for Project Sunlight are being funded through a combination of a $45 million non-recourse term loan obtained by Downs Lodging and a $5 million investment by us. Project Sunlight is expected to be completed by the end of 2013.

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Interest Expense

The following table presents our interest expense (in thousands, net of capitalized interest):

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	2013			2012			2013			2012
Bank credit facility	$	5,619		$	5,664		$	16,896		$	16,011
Term loan facility, includes accretion of discount	5,367			5,340			16,081			6,874
2009 11 1/2% second lien senior secured notes, includes accretion of discount	6			6			18			10,221
2012 11 1/2% second lien senior secured notes, includes accretion of discount	5,953			5,927			17,839			7,572
2012 10 1/2% third lien senior secured notes	10,967			10,967			32,899			14,013
2005 6 1/8% senior unsecured notes	—			242			402			6,902
2002 8% senior subordinated notes	—			—			—			8,980
2004 7 1/8% senior subordinated notes	377			377			1,171			7,384
2005 6 7/8% senior subordinated notes	166			166			525			4,652
2012 11 % senior subordinated notes	9,465			9,465			28,396			12,094
Line of credit	—			—			6			95
Salishan-Mohegan bank credit facility (Salishan-Mohegan)	—			—			—			250
2009 Mohegan Tribe promissory note (Salishan-Mohegan)	167			281			623			997
2012 Mohegan Tribe Minor's Trust promissory note (Salishan-Mohegan)	473			497			1,456			508
Mohegan Tribe credit facility (Salishan-Mohegan)	27			54			121			147
2013 Mohegan Tribe promissory note (Salishan-Mohegan)	73			—			76			—
Downs Lodging credit facility (Downs Lodging)	1,557			—			4,671			—
Capital leases	94			178			314			278
Amortization of net deferred gain on settlement of derivative instruments	(18		)	(23		)	(66		)	(231		)
Amortization of debt issuance costs	2,670			2,440			7,852			6,300
Capitalized interest	(584		)	—			(1,067		)	—
Total interest expense, net of capitalized interest	$	42,379		$	41,581		$	128,213		$	103,047

Contractual Obligations

There has been no material change from the contractual obligations previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2012.

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, 2012 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. The costs for Project Sunlight are being funded through a combination of a $45.0 million non-recourse term loan obtained by Downs Lodging and a $5.0 million investment by us. 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 $71.6 million of borrowing capacity under the bank credit facility and line of credit as of June 30, 2013. Distributions to the Tribe are anticipated to total approximately $50.0 million for fiscal 2013.

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, 2012.

Impact of Inflation

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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.

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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, both of which 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 June 30, 2013, $394.0 million and $225.0 million were 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 June 30, 2013 about our current 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 interest 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 obligations are based on quoted market prices or prices of similar instruments as of June 30, 2013.

	Expected Maturity Date																		Total			Fair Value
	2013			2014			2015			2016			2017			Thereafter
Liabilities (in thousands)
Long-term debt and capital lease obligations (including current portions):
Fixed rate	$	3,052		$	29,021		$	16,852		$	55,824		$	418,627		$	552,275		$	1,075,651		$	1,061,814
Average interest rate	10.2		%	7.7		%	7.9		%	12.3		%	10.5		%	11.1		%	10.8		%
Variable rate	$	1,000		$	4,000		$	389,000		$	225,000		$	—		$	—		$	619,000		$	599,865
Average interest rate (1)	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 June 30, 2013. 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 June 30, 2013, 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 June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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, 2012.

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.

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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:	August 13, 2013	By:	/S/    BRUCE S. BOZSUM
			Bruce S. Bozsum Chairman and Member, Management Board
Date:	August 13, 2013	By:	/S/    MITCHELL GROSSINGER ETESS
			Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer)
Date:	August 13, 2013	By:	/S/    MARIO C. KONTOMERKOS
			Mario C. Kontomerkos Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial and Accounting Officer)

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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 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).

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Exhibit No.	Description
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, filed with the SEC on December 21, 2007 (the “2007 Form 10-K”) 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 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 7 1/8% 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, filed with the SEC on August 16, 2004 (the “June 2004 Form 10-Q”) and incorporated by reference herein).
4.3	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 7 1/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.25 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).
4.4	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 7 1/8% 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).
4.5	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 7 1/8% 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).
4.6	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 7 1/8% 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).
4.7	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 7 1/8% 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).
4.8	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 as Exhibit 4.19 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012, filed with the SEC on May 14, 2012 (the “March 2012 Form 10-Q”) and incorporated by reference herein).
4.9	Form of Global 7 1/8% 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).
4.10	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 6 7/8% Senior Subordinated Notes Due 2015 (filed as Exhibit 4.28 to the December 2004 Form 10-Q and incorporated by reference herein).

54

Exhibit No.	Description
4.11	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 6 7/8% 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).
4.12	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).
4.13	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 6 7/8% 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).
4.14	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 6 7/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.35 to the 2007 Form 10-K and incorporated by reference herein).
4.15	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 as Exhibit 4.26 to the March 2012 Form 10-Q and incorporated by reference herein).
4.16	Form of Global 6 7/8% 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).
4.17	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).
4.18	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 as Exhibit 4.36 to the March 2012 Form 10-Q and incorporated by reference herein).
4.19	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).
4.20	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 as Exhibit 4.38 to the March 2012 Form 10-Q and incorporated by reference herein).
4.21	Form of Global 2012 11 1/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.39 to the March 2012 Form 10-Q and incorporated by reference herein).

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Exhibit No.	Description
4.22	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 as Exhibit 4.40 to the March 2012 Form 10-Q and incorporated by reference herein).
4.23	Form of Global 10 1/2% Third Lien Senior Secured Notes Due 2016 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.41 to the March 2012 Form 10-Q and incorporated by reference herein).
4.24	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 as Exhibit 4.42 to the March 2012 Form 10-Q and incorporated by reference herein).
4.25	Form of Global 11% Senior Subordinated Notes Due 2018 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.43 to the March 2012 Form 10-Q and incorporated by reference herein).
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.

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EX-31.1

Exhibit 31.1

CERTIFICATION

I, Mitchell Grossinger Etess, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2013 of the Mohegan Tribal Gaming Authority;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 13, 2013	/s/ MITCHELL GROSSINGER ETESS
		Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Mario C. Kontomerkos, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the three months ended June 30, 2013 of the Mohegan Tribal Gaming Authority;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) and internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	August 13, 2013	/s/ MARIO C. KONTOMERKOS
		Mario C. Kontomerkos Chief Financial Officer, Mohegan Tribal Gaming Authority

EX-32.1

Exhibit 32.1

Written Statement of Chief Executive Officer

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer of the Mohegan Tribal Gaming Authority (the “Authority”), hereby certifies that, to his knowledge, on the date hereof:

(a) this Quarterly Report on Form 10-Q of the Authority for the three months ended June 30, 2013 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Authority.

/s/ MITCHELL GROSSINGER ETESS

Mitchell Grossinger Etess

Chief Executive Officer,

Mohegan Tribal Gaming Authority

August 13, 2013

A signed original of this written statement required by Section 906 has been provided to the Authority and will be retained by the Authority and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Written Statement of Chief Financial Officer

Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Financial Officer of the Mohegan Tribal Gaming Authority (the “Authority”), hereby certifies that, to his knowledge, on the date hereof:

(a) this Quarterly Report on Form 10-Q of the Authority for the three months ended June 30, 2013 filed on the date hereof with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b) information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Authority.

/s/ MARIO C. KONTOMERKOS

Mario C. Kontomerkos

Chief Financial Officer,

Mohegan Tribal Gaming Authority

August 13, 2013

A signed original of this written statement required by Section 906 has been provided to the Authority and will be retained by the Authority and furnished to the Securities and Exchange Commission or its staff upon request.

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BASIS OF PRESENTATION (Tables)

9 Months Ended

Jun. 30, 2013

BASIS OF PRESENTATION [Abstract]

Reconciliation of long-term receivables and the related reserves for doubtful collection

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		Tenants and Others			Total
Balance, March 31, 2013 (1)	$	53,678	$	3,520		$	57,198
Additions:
Issuance of affiliate advances and tenant loans, including interest receivable	1,920		74			1,994
Deductions:
Payments received	—		(35		)	(35		)
Balance, June 30, 2013 (1)	$	55,598	$	3,559		$	59,157
Balance, September 30, 2012 (1)	$	49,841	$	3,533		$	53,374
Additions:
Issuance of affiliate advances and tenant loans, including interest receivable	5,757		129			5,886
Deductions:
Payments received	—		(103		)	(103		)
Balance, June 30, 2013 (1)	$	55,598	$	3,559		$	59,157

__________

(1) Includes interest receivable of $25.7 million, $27.2 million and $22.9 million as of March 31, 2013, June 30, 2013 and September 30, 2012, 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 and Others			Total
Balance, March 31, 2013	$	22,958	$	65		$	23,023
Additions:
Charges to bad debt expense	576		—			576
Deductions:
Adjustments	—		(2		)	(2		)
Balance, June 30, 2013	$	23,534	$	63		$	23,597
Balance, September 30, 2012	$	21,807	$	70		$	21,877
Additions:
Charges to bad debt expense	1,727		—			1,727
Deductions:
Adjustments	—		(7		)	(7		)
Balance, June 30, 2013	$	23,534	$	63		$	23,597

Estimated fair value of financing facilities and notes

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):

	June 30, 2013
	Carrying Value		Fair Value
Bank Credit Facility	$	394,000	$	378,240
Term Loan Facility	$	221,737	$	221,625
2009 11 1/2% Second Lien Senior Secured Notes	$	195	$	222
2012 11 1/2% Second Lien Senior Secured Notes	$	194,819	$	221,778
2012 10 1/2% Third Lien Senior Secured Notes	$	417,771	$	406,805
2004 7 1/8% Senior Subordinated Notes	$	21,156	$	20,098
2005 6 7/8% Senior Subordinated Notes	$	9,654	$	9,503
2012 11 % Senior Subordinated Notes	$	344,190	$	320,527

Reconciliation of severance liability by business segment

The following table presents a reconciliation of the related severance liability by business segment (in thousands):

	Mohegan Sun			Corporate			Mohegan Sun at Pocono Downs			Total
Balance, March 31, 2013	$	3,972		$	—		$	99		$	4,071
Adjustments	—			—			51			51
Cash payments	(1,993		)	—			(140		)	(2,133		)
Balance, June 30, 2013	$	1,979		$	—		$	10		$	1,989
Balance, September 30, 2012	$	12,497		$	24		$	—		$	12,521
Accrued severance at measurement date	—			—			124			124
Adjustments	(146		)	—			51			(95		)
Cash payments	(10,372		)	(24		)	(165		)	(10,561		)
Balance, June 30, 2013	$	1,979		$	—		$	10		$	1,989

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total capital at beginning of period	$ 202,387	$ 211,306	$ 209,263	$ 198,724
Cumulative-effect of adoption of amendments to ASC 924 regarding jackpot liabilities				1,968
Contributions from members			0	281
Net income (loss)	22,151	9,025	42,695	47,308
Distributions to Mohegan Tribe	(15,000)	(12,500)	(35,000)	(40,450)
Repurchase of membership interest			(7,420)
Total capital at end of period	209,538	207,831	209,538	207,831
Mohegan Tribal Gaming Authority
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total capital at beginning of period	202,075	209,515	208,681	196,403
Cumulative-effect of adoption of amendments to ASC 924 regarding jackpot liabilities				1,968
Contributions from members				0
Net income (loss)	22,297	9,361	45,462	48,455
Distributions to Mohegan Tribe	(15,000)	(12,500)	(35,000)	(40,450)
Repurchase of membership interest			(9,771)
Total capital at end of period	209,372	206,376	209,372	206,376
Non-controlling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total capital at beginning of period	312	1,791	582	2,321
Cumulative-effect of adoption of amendments to ASC 924 regarding jackpot liabilities				0
Contributions from members				281
Net income (loss)	(146)	(336)	(2,767)	(1,147)
Distributions to Mohegan Tribe	0	0	0	0
Repurchase of membership interest			2,351
Total capital at end of period	$ 166	$ 1,455	$ 166	$ 1,455

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RELATED PARTY TRANSACTIONS

9 Months Ended

Jun. 30, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS:

Distributions to the Tribe totaled $15.0 million and $12.5 million for the three months ended June 30, 2013 and 2012, and $35.0 million and $40.5 million for the nine months ended June 30, 2013 and 2012, 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 $7.0 million and $6.8 million for the three months ended June 30, 2013 and 2012, respectively, and $21.0 million and $20.3 million for the nine months ended June 30, 2013 and 2012, 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 $3.9 million and $4.2 million for the three months ended June 30, 2013 and 2012, respectively, and $12.9 million and $14.2 million for the nine months ended June 30, 2013 and 2012, respectively.

Prior to March 2013, MTGA Gaming and the Tribe held 49% and 51% membership interests in MG&H, respectively. On March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interests in MG&H and retired the membership interests in exchange for a promissory note to the Tribe in the principal amount of $7.4 million.

The Authority incurred interest expense associated with borrowings from the Mohegan Tribe totaling $741,000and $832,000for the three months ended June 30, 2013 and 2012, respectively, and $2.3 millionand $1.7 million for the nine months ended June 30, 2013 and 2012, respectively.

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BASIS OF PRESENTATION - Long-Term Receivables (Details) (USD $)	3 Months Ended		9 Months Ended
	Jun. 30, 2013		Jun. 30, 2013		Mar. 31, 2013	Sep. 30, 2012
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Balance, beginning of period	$ 57,198,000	[1]	$ 53,374,000	[1]
Additions: Issuance of affiliate advances and tenant loans	1,994,000		5,886,000
Deductions: Payments received	(35,000)		(103,000)
Balance, end of period	59,157,000	[1]	59,157,000	[1]
Interest receivable	27,200,000		27,200,000		25,700,000	22,900,000
Affiliates
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Balance, beginning of period	53,678,000	[1]	49,841,000	[1]
Additions: Issuance of affiliate advances and tenant loans	1,920,000		5,757,000
Deductions: Payments received	0		0
Balance, end of period	55,598,000	[1]	55,598,000	[1]
Tenants and Others
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Balance, beginning of period	3,520,000	[1]	3,533,000	[1]
Additions: Issuance of affiliate advances and tenant loans	74,000		129,000
Deductions: Payments received	(35,000)		(103,000)
Balance, end of period	$ 3,559,000	[1]	$ 3,559,000	[1]

[1] Includes interest receivable of $25.7 million, $27.2 million and $22.9 million as of March 31, 2013, June 30, 2013 and September 30, 2012, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010.

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LONG-TERM DEBT (Tables)

9 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

Long-term debt

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

	June 30, 2013			September 30, 2012
Bank Credit Facility, due March 2015	$	394,000		$	397,000
Term Loan Facility, due March 2016, net of discount of $3,263 and $3,988, respectively	221,737			221,012
2009 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $5 and $6, respectively	195			194
2012 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $4,981 and $5,587, respectively	194,819			194,213
2012 10 1/2% Third Lien Senior Secured Notes, due December 2016	417,771			417,771
2005 6 1/8% Senior Unsecured Notes, due February 2013	—			15,775
2004 7 1/8% Senior Subordinated Notes, due August 2014	21,156			21,156
2005 6 7/8% Senior Subordinated Notes, due February 2015	9,654			9,654
2012 11 % Senior Subordinated Notes, due September 2018	344,190			344,190
2009 Mohegan Tribe Promissory Note, due September 2014	5,125			10,000
2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2016	18,500			20,000
Mohegan Tribe Credit Facility, due September 2013	363			1,450
2013 Mohegan Tribe Promissory Note, due December 2018	7,420			—
Downs Lodging Credit Facility, due July 2016	45,000			45,000
Salishan-Mohegan Promissory Notes, due December 2014	485			—
Subtotal	1,680,415			1,697,415
Plus: net deferred gain on derivative instruments sold	320			386
Long-term debt, excluding capital leases	1,680,735			1,697,801
Less: current portion of long-term debt	(10,670		)	(29,737		)
Long-term debt, net of current portion	$	1,670,065		$	1,668,064

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SEGMENT REPORTING (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Sep. 30, 2012
Segment Reporting Information [Line Items]
Net revenues	$ 344,245	$ 344,436	$ 994,695	$ 1,047,466
Income (loss) from operations	64,187	50,836	172,352	167,336
Accretion of discount to the relinquishment liability	(1,243)	(2,062)	(3,730)	(6,186)
Interest income	1,533	1,842	4,421	3,559
Interest expense, net of capitalized interest	(42,379)	(41,581)	(128,213)	(103,047)
Loss on early exchange of debt	0	(17)	(403)	(14,323)
Other income (expense), net	53	7	(1,732)	(31)
Net income	22,151	9,025	42,695	47,308
Loss attributable to non-controlling interests	146	336	2,767	1,147
Net income attributable to Mohegan Tribal Gaming Authority	22,297	9,361	45,462	48,455
Capital expenditures incurred			43,221	34,131
Total assets	2,174,484		2,174,484		2,253,707
Mohegan Sun
Segment Reporting Information [Line Items]
Net revenues	266,699	264,876	772,571	811,838
Income (loss) from operations	57,396	44,801	158,654	148,424
Capital expenditures incurred			16,821	29,967
Total assets	1,444,451		1,444,451		1,484,369
Mohegan Sun at Pocono Downs
Segment Reporting Information [Line Items]
Net revenues	77,228	79,560	221,155	235,628
Income (loss) from operations	12,435	10,716	32,441	31,660
Capital expenditures incurred			3,260	3,558
Total assets	561,746		561,746		570,078
Corporate and other
Segment Reporting Information [Line Items]
Net revenues	318	0	969	0
Income (loss) from operations	(5,644)	(4,681)	(18,743)	(12,748)
Corporate
Segment Reporting Information [Line Items]
Capital expenditures incurred			23,140	606
Total assets	$ 168,287		$ 168,287		$ 199,260

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BASIS OF PRESENTATION - Severance Costs and Expenses (Details) (2012 Restructuring Plan, USD $) In Thousands, unless otherwise specified	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2012 employee	Jun. 30, 2013	Jun. 30, 2013
Schedule of Accrued Severance Liability By Segment [Line Items]
Approximate workforce reductions (in positions)	330
Restructuring Reserve [Roll Forward]
Balance, beginning of period		$ 4,071	$ 12,521
Accrued severance at measurement date			124
Adjustments		51	(95)
Cash payments		(2,133)	(10,561)
Balance, end of period	12,521	1,989	1,989
Mohegan Sun
Restructuring Reserve [Roll Forward]
Balance, beginning of period		3,972	12,497
Accrued severance at measurement date			0
Adjustments		0	(146)
Cash payments		(1,993)	(10,372)
Balance, end of period		1,979	1,979
Corporate
Restructuring Reserve [Roll Forward]
Balance, beginning of period		0	24
Accrued severance at measurement date			0
Adjustments		0	0
Cash payments		0	(24)
Balance, end of period		0	0
Mohegan Sun at Pocono Downs
Restructuring Reserve [Roll Forward]
Balance, beginning of period		99	0
Accrued severance at measurement date			124
Adjustments		51	51
Cash payments		(140)	(165)
Balance, end of period		$ 10	$ 10

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BASIS OF PRESENTATION - Fair Value of Financial Instruments (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013 Senior Secured Notes 2009 11 1/2% Second Lien Senior Secured Notes	Oct. 31, 2009 Senior Secured Notes 2009 11 1/2% Second Lien Senior Secured Notes	Jun. 30, 2013 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes	Mar. 06, 2012 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes	Jun. 30, 2013 Senior Secured Notes 2012 10 1/2% Third Lien Senior Secured Notes	Mar. 06, 2012 Senior Secured Notes 2012 10 1/2% Third Lien Senior Secured Notes	Jun. 30, 2013 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes	Aug. 31, 2004 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes	Jun. 30, 2013 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes	Feb. 28, 2005 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes	Jun. 30, 2013 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes	Mar. 06, 2012 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes	Jun. 30, 2013 Fair Value, Inputs, Level 2 Senior Secured Notes 2009 11 1/2% Second Lien Senior Secured Notes	Jun. 30, 2013 Fair Value, Inputs, Level 2 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes	Jun. 30, 2013 Fair Value, Inputs, Level 2 Senior Secured Notes 2012 10 1/2% Third Lien Senior Secured Notes	Jun. 30, 2013 Fair Value, Inputs, Level 2 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes	Jun. 30, 2013 Fair Value, Inputs, Level 2 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes	Jun. 30, 2013 Fair Value, Inputs, Level 2 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes	Jun. 30, 2013 Carrying Value Fair Value, Inputs, Level 2 Credit Facility Bank Credit Facility	Jun. 30, 2013 Carrying Value Fair Value, Inputs, Level 2 Credit Facility Term Loan Credit Facility	Jun. 30, 2013 Carrying Value Fair Value, Inputs, Level 2 Senior Secured Notes 2009 11 1/2% Second Lien Senior Secured Notes	Jun. 30, 2013 Carrying Value Fair Value, Inputs, Level 2 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes	Jun. 30, 2013 Carrying Value Fair Value, Inputs, Level 2 Senior Secured Notes 2012 10 1/2% Third Lien Senior Secured Notes	Jun. 30, 2013 Carrying Value Fair Value, Inputs, Level 2 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes	Jun. 30, 2013 Carrying Value Fair Value, Inputs, Level 2 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes	Jun. 30, 2013 Carrying Value Fair Value, Inputs, Level 2 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes	Jun. 30, 2013 Fair Value Fair Value, Inputs, Level 2 Credit Facility Bank Credit Facility	Jun. 30, 2013 Fair Value Fair Value, Inputs, Level 2 Credit Facility Term Loan Credit Facility	Jun. 30, 2013 Fair Value Fair Value, Inputs, Level 2 Senior Secured Notes 2009 11 1/2% Second Lien Senior Secured Notes	Jun. 30, 2013 Fair Value Fair Value, Inputs, Level 2 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes	Jun. 30, 2013 Fair Value Fair Value, Inputs, Level 2 Senior Secured Notes 2012 10 1/2% Third Lien Senior Secured Notes	Jun. 30, 2013 Fair Value Fair Value, Inputs, Level 2 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes	Jun. 30, 2013 Fair Value Fair Value, Inputs, Level 2 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes	Jun. 30, 2013 Fair Value Fair Value, Inputs, Level 2 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Note stated interest rate	11.50%	11.50%	11.50%	11.50%	10.50%	10.50%	7.125%	7.125%	6.875%	6.875%	11.00%	11.00%	11.50%	11.50%	10.50%	7.125%	6.875%	11.00%
Credit facility value																			$ 394,000	$ 221,737							$ 378,240	$ 221,625
Note value																					$ 195	$ 194,819	$ 417,771	$ 21,156	$ 9,654	$ 344,190			$ 222	$ 221,778	$ 406,805	$ 20,098	$ 9,503	$ 320,527

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LONG-TERM DEBT - Promissory Notes (Details) (USD $)														9 Months Ended
	Jun. 30, 2013	Sep. 30, 2012	Jun. 30, 2013 Promissory Notes Mohegan Tribe Promissory Note, 2009	Sep. 30, 2012 Promissory Notes Mohegan Tribe Promissory Note, 2009	Sep. 30, 2009 Promissory Notes Mohegan Tribe Promissory Note, 2009	Jun. 30, 2013 Promissory Notes Mohegan Tribe Minor's Trust Promissory Note, 2012	Sep. 30, 2012 Promissory Notes Mohegan Tribe Minor's Trust Promissory Note, 2012	Jun. 30, 2012 Promissory Notes Mohegan Tribe Minor's Trust Promissory Note, 2012	Jun. 30, 2013 Promissory Notes 2013 Mohegan Tribe Promissory Note	Mar. 29, 2013 Promissory Notes 2013 Mohegan Tribe Promissory Note	Jun. 30, 2013 Promissory Notes Salishan-Mohegan Promissory Notes, due December 2014	Dec. 31, 2012 Promissory Notes Salishan-Mohegan Promissory Notes, due December 2014 Loan One	Jun. 30, 2013 Promissory Notes Salishan-Mohegan Promissory Notes, due December 2014 Loan Two	Jun. 30, 2013 Commencing December 31, 2012 through September 30, 2014 Promissory Notes Mohegan Tribe Minor's Trust Promissory Note, 2012	Jun. 30, 2013 Commencing December 31, 2014 to Maturity Promissory Notes Mohegan Tribe Minor's Trust Promissory Note, 2012	Jun. 30, 2013 Commencing December 31, 2012 through September 30, 2013 Promissory Notes Mohegan Tribe Promissory Note, 2009	Jun. 30, 2013 Commencing December 31, 2013 Promissory Notes Mohegan Tribe Promissory Note, 2009	Jun. 30, 2013 Commencing December 31, 2012 to July 31, 2014 Promissory Notes Salishan-Mohegan Promissory Notes, due December 2014 Loan One	Jun. 30, 2013 Commencing August 31, 2014 through Maturity Promissory Notes Salishan-Mohegan Promissory Notes, due December 2014 Loan One
Debt Instrument [Line Items]
Loan face amount					$ 10,000,000			$ 20,000,000.0	$ 7,400,000	$ 7,400,000		$ 150,000	$ 375,000
Note stated interest rate					10.00%			10.00%		4.00%			7.00%
Quarterly interest payment					1,200,000
Quarterly amortization of principal														500,000	1,500,000.0	1,625,000.000	875,000	5,000	10,000
Accrued interest	$ 24,395,000	$ 46,362,000	$ 4,500,000	$ 3,900,000		$ 15,000	$ 16,000			$ 2,000	$ 0

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - BALANCE SHEETS (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Sep. 30, 2012
ASSETS
Property and equipment, net	$ 1,473,080		$ 1,490,398
Intercompany receivables	0		0
Investment in subsidiaries	0		0
Other intangible assets, net	405,621		405,928
Other assets, net	295,783		357,381
Total assets	2,174,484		2,253,707
LIABILITIES AND CAPITAL
Current liabilities	257,863		300,563
Due to Mohegan Tribe	31,408		31,450
Long-term debt and capital leases, net of current portions	1,649,001		1,652,004
Relinquishment liability, net of current portion	22,228		57,470
Intercompany payables	0		0
Accumulated losses in excess of investment in subsidiaries	0
Other long-term liabilities	4,446		2,957
Total liabilities	1,964,946		2,044,444
Mohegan Tribal Gaming Authority capital	209,372		208,681
Non-controlling interests	166		582
Total liabilities and capital	2,174,484		2,253,707
Authority
ASSETS
Property and equipment, net	1,199,479		1,233,688
Intercompany receivables	234,313		223,131
Investment in subsidiaries	333,939		351,703
Other intangible assets, net	120,537		120,623
Other assets, net	159,724		208,576
Total assets	2,047,992		2,137,721
LIABILITIES AND CAPITAL
Current liabilities	209,493		261,433
Due to Mohegan Tribe	0		0
Long-term debt and capital leases, net of current portions	1,603,573		1,607,004
Relinquishment liability, net of current portion	22,228		57,470
Intercompany payables	0		0
Accumulated losses in excess of investment in subsidiaries	0
Other long-term liabilities	2,800		2,607
Total liabilities	1,838,094		1,928,514
Mohegan Tribal Gaming Authority capital	209,898		209,207
Non-controlling interests	0		0
Total liabilities and capital	2,047,992		2,137,721
Total Guarantor Subsidiaries
ASSETS
Property and equipment, net	226,953	[1]	233,202	[1]
Intercompany receivables	29,162	[1]	12,448	[1]
Investment in subsidiaries	153	[1]	557	[1]
Other intangible assets, net	285,084	[1]	285,305	[1]
Other assets, net	71,029	[1]	71,673	[1]
Total assets	612,381	[1]	603,185	[1]
LIABILITIES AND CAPITAL
Current liabilities	34,246	[1]	32,771	[1]
Due to Mohegan Tribe	0	[1]	0	[1]
Long-term debt and capital leases, net of current portions	0	[1]	0	[1]
Relinquishment liability, net of current portion	0	[1]	0	[1]
Intercompany payables	232,765	[1]	222,787	[1]
Accumulated losses in excess of investment in subsidiaries	4,066	[1]
Other long-term liabilities	0	[1]	0	[1]
Total liabilities	271,077	[1]	255,558	[1]
Mohegan Tribal Gaming Authority capital	341,304	[1]	347,627	[1]
Non-controlling interests	0	[1]	0	[1]
Total liabilities and capital	612,381	[1]	603,185	[1]
Total Non-Guarantor Subsidiaries and Entities
ASSETS
Property and equipment, net	46,648	[2]	23,508	[2]
Intercompany receivables	0	[2]	0	[2]
Investment in subsidiaries	0	[2]	0	[2]
Other intangible assets, net	0	[2]	0	[2]
Other assets, net	65,240	[2]	77,342	[2]
Total assets	111,888	[2]	100,850	[2]
LIABILITIES AND CAPITAL
Current liabilities	14,124	[2]	6,359	[2]
Due to Mohegan Tribe	31,408	[2]	31,450	[2]
Long-term debt and capital leases, net of current portions	45,428	[2]	45,000	[2]
Relinquishment liability, net of current portion	0	[2]	0	[2]
Intercompany payables	30,710	[2]	12,792	[2]
Accumulated losses in excess of investment in subsidiaries	0	[2]
Other long-term liabilities	1,646	[2]	350	[2]
Total liabilities	123,316	[2]	95,951	[2]
Mohegan Tribal Gaming Authority capital	(11,428)	[2]	4,899	[2]
Non-controlling interests	0	[2]	0	[2]
Total liabilities and capital	111,888	[2]	100,850	[2]
Consolidating/Eliminating Adjustments
ASSETS
Property and equipment, net	0		0
Intercompany receivables	(263,475)		(235,579)
Investment in subsidiaries	(334,092)		(352,260)
Other intangible assets, net	0		0
Other assets, net	(210)		(210)
Total assets	(597,777)		(588,049)
LIABILITIES AND CAPITAL
Current liabilities	0		0
Due to Mohegan Tribe	0		0
Long-term debt and capital leases, net of current portions	0		0
Relinquishment liability, net of current portion	0		0
Intercompany payables	(263,475)		(235,579)
Accumulated losses in excess of investment in subsidiaries	(4,066)
Other long-term liabilities	0		0
Total liabilities	(267,541)		(235,579)
Mohegan Tribal Gaming Authority capital	(330,402)		(353,052)
Non-controlling interests	166		582
Total liabilities and capital	$ (597,777)		$ (588,049)

[1] Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

[2] Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

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LONG-TERM DEBT - Senior Secured Notes (Details) (USD $)	0 Months Ended
	Mar. 06, 2012	Jun. 30, 2013	Sep. 30, 2012	Oct. 31, 2009
Debt Instrument [Line Items]
Debt outstanding		$ 1,680,415,000	$ 1,697,415,000
Accrued interest		24,395,000	46,362,000
Senior Secured Notes | 2009 11 1/2% Second Lien Senior Secured Notes
Debt Instrument [Line Items]
Loan face amount				200,000,000.0
Note stated interest rate		11.50%		11.50%
Issued at percent of par				96.234%
Initial yield per annum				12.25%
Debt extinguished	199,800,000
Debt outstanding before discount		200,000
Debt outstanding		195,000	194,000
Accrued interest		4,000	10,000
Senior Secured Notes | 2012 11 1/2% Second Lien Senior Secured Notes
Debt Instrument [Line Items]
Loan face amount	199,800,000
Note stated interest rate	11.50%	11.50%
Debt outstanding		194,819,000	194,213,000
Accrued interest		3,800,000	13,100,000
Redeemable rate before cutoff	100.00%
Redeemable rate after cutoff	101.00%
Redeemable rate upon certain conditions	100.00%
Senior Secured Notes | 2012 10 1/2% Third Lien Senior Secured Notes
Debt Instrument [Line Items]
Loan face amount	417,700,000
Note stated interest rate	10.50%	10.50%
Debt outstanding		417,771,000	417,771,000
Accrued interest		1,900,000	25,000,000
Redeemable rate before cutoff	100.00%
Redeemable rate after cutoff	101.00%
Redeemable rate upon certain conditions	100.00%
Senior Secured Notes | 2005 Senior Unsecured Notes
Debt Instrument [Line Items]
Amount of debt repurchased	234,200,000
Senior Secured Notes | 2002 Senior Subordinated Notes
Debt Instrument [Line Items]
Amount of debt repurchased	$ 183,500,000

XML

SUBSEQUENT EVENTS (Details) (USD $)			0 Months Ended
	Jun. 30, 2013 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes	Mar. 06, 2012 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes	Jul. 30, 2013 Subsequent event Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes	Aug. 06, 2013 Subsequent event Senior Unsecured Notes 2013 Senior Unsecured Notes
Subsequent Event [Line Items]
Consent payment ratio			0.0025
Loan face amount		$ 199,800,000		$ 500,000,000.0
Note stated interest rate	11.50%	11.50%		9.75%

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BASIS OF PRESENTATION - Reserves For Doubtful Collection of Long-term Receivables (Details) (Allowance for Notes Receivable, USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward]
Balance, beginning of period	$ 23,023	$ 21,877
Additions: Charges to bad debt expense	576	1,727
Deductions: Adjustments	(2)	(7)
Balance, end of period	23,597	23,597
Affiliates
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward]
Balance, beginning of period	22,958	21,807
Additions: Charges to bad debt expense	576	1,727
Deductions: Adjustments	0	0
Balance, end of period	23,534	23,534
Tenants and Others
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward]
Balance, beginning of period	65	70
Additions: Charges to bad debt expense	0	0
Deductions: Adjustments	(2)	(7)
Balance, end of period	$ 63	$ 63

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Increase (decrease) in construction payables	$ 3,528	$ (6,507)

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BASIS OF PRESENTATION

9 Months Ended

Jun. 30, 2013

BASIS OF PRESENTATION [Abstract]

BASIS OF PRESENTATION

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 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 nine months ended June 30, 2013 are not necessarily indicative of results for the fiscal year ending September 30, 2013.

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, 2012.

The Authority's operating results for the three months and nine months ended June 30, 2012 reflect adjustments to increase interest income by $1.1 million and reserves for doubtful collection of long-term receivables by $326,000 relating to unrecorded interest income and the related receivables and reserves in connection with reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project that were not recorded during fiscal 2007, 2008, 2009, 2010, 2011 and 2012, and interim periods within those fiscal years. Because amounts involved were not material to the Authority’s financial statements in any individual prior period, and the cumulative amount was not material to operating results for the fiscal year ending September 30, 2012, the Authority recorded the cumulative effect of correcting these items during the three months ended June 30, 2012.

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, as Mohegan Ventures-NW is deemed to be the primary beneficiary. In addition, the accounts of MG&H, Mohegan Resorts and its subsidiaries were consolidated into the accounts of MTGA Gaming, as MTGA Gaming was deemed to be the primary beneficiary. However, on March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interests in MG&H and retired the membership interests (refer to Note 1). In consolidation, all intercompany balances and transactions were eliminated.

Long-Term Receivables

Long-term receivables consist primarily of receivables from affiliates and tenants and others. 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		Tenants and Others			Total
Balance, March 31, 2013 (1)	$	53,678	$	3,520		$	57,198
Additions:
Issuance of affiliate advances and tenant loans, including interest receivable	1,920		74			1,994
Deductions:
Payments received	—		(35		)	(35		)
Balance, June 30, 2013 (1)	$	55,598	$	3,559		$	59,157
Balance, September 30, 2012 (1)	$	49,841	$	3,533		$	53,374
Additions:
Issuance of affiliate advances and tenant loans, including interest receivable	5,757		129			5,886
Deductions:
Payments received	—		(103		)	(103		)
Balance, June 30, 2013 (1)	$	55,598	$	3,559		$	59,157

__________

(1) Includes interest receivable of $25.7 million, $27.2 million and $22.9 million as of March 31, 2013, June 30, 2013 and September 30, 2012, 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 and Others			Total
Balance, March 31, 2013	$	22,958	$	65		$	23,023
Additions:
Charges to bad debt expense	576		—			576
Deductions:
Adjustments	—		(2		)	(2		)
Balance, June 30, 2013	$	23,534	$	63		$	23,597
Balance, September 30, 2012	$	21,807	$	70		$	21,877
Additions:
Charges to bad debt expense	1,727		—			1,727
Deductions:
Adjustments	—		(7		)	(7		)
Balance, June 30, 2013	$	23,534	$	63		$	23,597

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):

	June 30, 2013
	Carrying Value		Fair Value
Bank Credit Facility	$	394,000	$	378,240
Term Loan Facility	$	221,737	$	221,625
2009 11 1/2% Second Lien Senior Secured Notes	$	195	$	222
2012 11 1/2% Second Lien Senior Secured Notes	$	194,819	$	221,778
2012 10 1/2% Third Lien Senior Secured Notes	$	417,771	$	406,805
2004 7 1/8% Senior Subordinated Notes	$	21,156	$	20,098
2005 6 7/8% Senior Subordinated Notes	$	9,654	$	9,503
2012 11 % Senior Subordinated Notes	$	344,190	$	320,527

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 June 30, 2013.

Severance Costs and Expenses

In September 2012, the Authority implemented a workforce reduction of approximately 330 positions in Uncasville, Connecticut, in an effort to further streamline its organization and better align operating costs with current market and business conditions. In addition, in March 2013, the Authority implemented a workforce reduction at its Pennsylvania Facilities.The costs associated with related post-employment severance benefits were expensed at the time the termination was communicated to the employees. Cash payments related to the September 2012 workforce reduction commenced in October 2012 and are anticipated to be completed in September 2014. Cash payments related to the March 2013 workforce reduction commenced in March 2013 and are anticipated to be completed in August 2013. The Authority does not anticipate incurring any additional severance charges in connection with these workforce reductions, other than charges that may arise from adjustments to the initial estimates utilized under the plans. The following table presents a reconciliation of the related severance liability by business segment (in thousands):

	Mohegan Sun			Corporate			Mohegan Sun at Pocono Downs			Total
Balance, March 31, 2013	$	3,972		$	—		$	99		$	4,071
Adjustments	—			—			51			51
Cash payments	(1,993		)	—			(140		)	(2,133		)
Balance, June 30, 2013	$	1,979		$	—		$	10		$	1,989
Balance, September 30, 2012	$	12,497		$	24		$	—		$	12,521
Accrued severance at measurement date	—			—			124			124
Adjustments	(146		)	—			51			(95		)
Cash payments	(10,372		)	(24		)	(165		)	(10,561		)
Balance, June 30, 2013	$	1,979		$	—		$	10		$	1,989

Investments in Unconsolidated Affiliates

In October 2012, the Authority, through its indirect wholly-owned subsidiary, MGA Holding NJ, LLC, acquired a 10% ownership interest in Resorts Atlantic City. The Authority's investment in Resorts Atlantic City is accounted for under the equity method as the Authority has significant influence.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Jun. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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 a certain threshold of gross revenues from slot machines for such month. In the event free promotional slot plays granted by the Authority exceed such threshold, 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%. Effective July 1, 2012, the threshold before contribution payments on free promotional slot plays are required was increased from 5.5% of gross revenues from slot machines to 11%.

The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling $40.2 million and $43.6 million for the three months ended June 30, 2013 and 2012, respectively, and $115.1 million and $130.4 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $13.3 million and $13.7 million, respectively.

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 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 $31.8 million and $33.5 million for the three months ended June 30, 2013 and 2012, respectively, and $93.0 million and $100.8 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, outstanding Pennsylvania Slot Machine Tax payments totaled $4.2 million and $5.5 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 was 14%, plus 2% in local share assessments. Following the initial two years of operation, the Pennsylvania Table Game Tax was reduced to 12%, plus the 2% local share assessments. Downs Racing concluded its initial two years of table game and poker operations on July 13, 2012.

The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.6 million for each of the three months ended June 30, 2013 and 2012, respectively, and $4.5 million and $5.2 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, outstanding Pennsylvania Table Game Tax payments totaled $144,000 and $92,000, 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 Commonwealth of Pennsylvania temporarily suspended this assessment in May and June 2013.

The Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $431,000 and $1.2 million for the three months ended June 30, 2013 and 2012, respectively, and $2.9 million and $3.8 million for the nine months ended June 30, 2013 and 2012, respectively. As of June 30, 2013 and September 30, 2012, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $55,000 and $129,000, 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, 12 of the 14 authorized gaming facilities have commenced operations. As of June 30, 2013, 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 $160,000 and $166,000 for the three months ended June 30, 2013 and 2012, respectively, and $484,000 and $504,000 for the nine months ended June 30, 2013 and 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 Facilities through December 31, 2014. As of June 30, 2013 and September 30, 2012, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $4.1 million and $9.3 million, respectively.

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 $4.8 million and $4.7 million for the three months ended June 30, 2013 and 2012, respectively, and $14.4 million and $14.0 million for the nine months ended June 30, 2013 and 2012, 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.

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LONG-TERM DEBT

9 Months Ended

Jun. 30, 2013

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT:

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

	June 30, 2013			September 30, 2012
Bank Credit Facility, due March 2015	$	394,000		$	397,000
Term Loan Facility, due March 2016, net of discount of $3,263 and $3,988, respectively	221,737			221,012
2009 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $5 and $6, respectively	195			194
2012 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $4,981 and $5,587, respectively	194,819			194,213
2012 10 1/2% Third Lien Senior Secured Notes, due December 2016	417,771			417,771
2005 6 1/8% Senior Unsecured Notes, due February 2013	—			15,775
2004 7 1/8% Senior Subordinated Notes, due August 2014	21,156			21,156
2005 6 7/8% Senior Subordinated Notes, due February 2015	9,654			9,654
2012 11 % Senior Subordinated Notes, due September 2018	344,190			344,190
2009 Mohegan Tribe Promissory Note, due September 2014	5,125			10,000
2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2016	18,500			20,000
Mohegan Tribe Credit Facility, due September 2013	363			1,450
2013 Mohegan Tribe Promissory Note, due December 2018	7,420			—
Downs Lodging Credit Facility, due July 2016	45,000			45,000
Salishan-Mohegan Promissory Notes, due December 2014	485			—
Subtotal	1,680,415			1,697,415
Plus: net deferred gain on derivative instruments sold	320			386
Long-term debt, excluding capital leases	1,680,735			1,697,801
Less: current portion of long-term debt	(10,670		)	(29,737		)
Long-term debt, net of current portion	$	1,670,065		$	1,668,064

Bank Credit Facilities

First Lien, First Out Credit Facility

On March 6, 2012, the Authority entered into a Fourth Amended and Restated Bank Credit Facility providing for a $400.0 million term loan and a revolving loan with letter of credit and 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 "Bank Credit Facility"). Principal outstanding on 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 June 30, 2013, there were $394.0 million in term loans and no revolving loans outstanding under the Bank Credit Facility. As of June 30, 2013, letters of credit issued under the Bank Credit Facility totaled $3.4 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 $71.6 million of borrowing capacity under the Bank Credit Facility as of June 30, 2013.

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 loans is payable quarterly in arrears. As of June 30, 2013, the $394.0 million in term loans outstanding were based on the Eurodollar rate floor of 1.0% plus an applicable margin of 4.50%. The applicable margin for commitment fees was 0.50% as of June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest, including commitment fees, on the Bank Credit Facility was $217,000 and $211,000, respectively.

The Authority's obligations under the Bank Credit Facility are fully and unconditionally guaranteed, jointly and severally, by the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming (collectively, 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 also are 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 Term Loan Facility (as defined below) and the 2009 Second Lien Notes, 2012 Second Lien Notes and 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 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 June 30, 2013, the Authority and the Tribe were in compliance with all respective covenant requirements under the Bank Credit Facility.

First Lien, Second Out 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 "Term Loan Facility"). The Term Loan Facility was issued at a price of 98.0% of par, for an initial yield of approximately 9.6%per annum. The Term Loan Facility has no mandatory amortization and is payable in full on March 31, 2016.

Loans under the Term Loan Facility incur interest as follows: (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 June 30, 2013, 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 margin of 7.50%. As of June 30, 2013 and September 30, 2012, accrued interest on the Term Loan Facility was $1.1 million and $1.2 million, respectively.

The 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 Term Loan Facility are senior in priority to the liens on the same collateral securing any of the Secured Notes. The collateral securing the 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 Term Loan Facility.

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

As of June 30, 2013, the Authority and the Tribe were in compliance with all respective covenant requirements under the Term Loan Facility.

The Authority continues to monitor revenues and expenditures to ensure continued compliance with its financial covenant requirements under both the Bank Credit Facility and the Term Loan Facility. While the Authority anticipates that it will remain in compliance with all covenant requirements under its bank credit facilities for all periods prior to maturity, it may need to increase revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain compliance with these financial covenant requirements. If the Authority is unable to satisfy its financial covenant requirements, it would need to obtain waivers or consents under the bank credit facilities; however, the Authority can provide no assurance that it would be able to obtain such waivers or consents. If the Authority is unable to obtain such waivers or consents, it would be in default under its bank credit facilities, which may result in cross-defaults under its other outstanding indebtedness and allow its lenders and creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of the Authority's outstanding indebtedness. If such acceleration were to occur, the Authority can provide no assurance that it would be able to obtain the financing necessary to repay such accelerated indebtedness.

Senior Secured Notes

2009 11  ¹/2% 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 certain restrictive covenants under the notes and related indenture. The aggregate principal amount of2009 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 June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the 2009 Second Lien Notes was $4,000 and $10,000, 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 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 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 June 30, 2013 and September 30, 2012, accrued interest on the 2012 Second Lien Notes was $3.8 million and 13.1 million, respectively.

The 2012 Second Lien Notes and the related guarantees are secured by second 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 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 Term Loan Facility, the 2009 Second Lien Notes and 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 $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 8% 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 June 30, 2013 and September 30, 2012, accrued interest on the 2012 Third Lien Notes was $1.9 million and $25.0 million, respectively.

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 Term Loan Facility, the 2009 Second Lien Notes and 2012 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 Term Loan Facility, the 2009 Second Lien Notes and 2012 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.

Senior Unsecured Notes

2005 6 ¹/8% 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”). Pursuant to a private exchange offer, which was completed on March 6, 2012, the Authority exchanged $234.2 million in aggregate principal amount of 2005 Senior Unsecured Notes, leaving $15.8 million outstanding, which amount, including accrued interest, was repaid at maturity on February 15, 2013 with cash on hand. As of September 30, 2012, accrued interest on the 2005 Senior Unsecured Notes was $81,000.

Senior Subordinated Notes

2004 7 ¹/8% 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 certain 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 Notes remains outstanding as of June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the 2004 Senior Subordinated Notes was $565,000 and $148,000, respectively.

2005 6 ⁷/8% 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 certain 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 June 30, 2013. As of June 30, 2013 and September 30, 2012, accrued interest on the 2005 Senior Subordinated Notes was $249,000 and $56,000, 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 was 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 June 30, 2013 and September 30, 2012, accrued interest on the 2012 Senior Subordinated Notes was $11.1 million and $1.7 million, respectively.

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, Term Loan Facility, 2009 Second Lien Notes, 2012 Second Lien Notes and 2012 Third Lien 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 June 30, 2013, the Authority and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.

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 June 30, 2013, the Authority had a $16.5 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit matures on March 31, 2015. Pursuant to 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, each advance accrues interest on the basis of a one-month LIBOR Rate plus an 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 June 30, 2013, 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 those contained in the Bank Credit Facility. As of June 30, 2013, 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 June 30, 2013 and September 30, 2012, there was no accrued interest on the Line of Credit.

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 matures on September 30, 2014. 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 June 30, 2013 and September 30, 2012, accrued interest on the Mohegan Tribe Promissory Note was $4.5 million and $3.9 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 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 June 30, 2013 and September 30, 2012, accrued interest on the 2012 Mohegan Tribe Minor's Trust Promissory Note was $15,000 and $16,000, respectively.

Mohegan Tribe Credit Facility

In March 2012, the Tribe extended a revolving credit facility issued to Salishan-Mohegan with a borrowing capacity of $1.45 million (the “Mohegan Tribe Credit Facility”). The Mohegan Tribe Credit Facility matures on September 30, 2013. The Mohegan Tribe Credit Facility accrues interest at an annual rate of 15.0% payable at maturity. Principal outstanding under the Mohegan Tribe Credit Facility amortizes at a rate of $362,500 per quarter, commencing December 31, 2012. As of June 30, 2013, the Mohegan Tribe Credit Facility was fully drawn. As of June 30, 2013 and September 30, 2012, accrued interest on the Mohegan Tribe Credit Facility was $370,000 and $249,000, respectively.

2013 Mohegan Tribe Promissory Note

On March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interest in MG&H in exchange for a promissory note in the principal amount of $7.4 million (the “2013 Mohegan Tribe Promissory Note”). The 2013 Mohegan Tribe Promissory Note matures on December 31, 2018. The 2013 Mohegan Tribe Promissory Note accrues interest at an annual rate of 4.0% payable quarterly, commencing June 30, 2013. As of June 30, 2013, accrued interest on the 2013 Mohegan Tribe Promissory Note was $2,000.

Downs Lodging Credit Facility

In July 2012, Downs Lodging, a single purpose entity and wholly-owned unrestricted subsidiary of the Authority, entered into a credit agreement providing for a $45.0 million term loan from a third-party lender (the “Downs Lodging Credit Facility”). The proceeds of the Downs Lodging Credit Facility will be used by Downs Lodging to finance Project Sunlight, a hotel and convention center expansion project being developed and built by Downs Lodging at Mohegan Sun at Pocono Downs. The Downs Lodging Credit Facility matures on July 12, 2016 and accrues interest at an annual rate of 13.0%. Under the terms of the Downs Lodging Credit Facility, accrued interest of 10.0% is payable monthly in cash during the term of the loan, with the remaining 3.0% due at maturity. In addition, a 3.0% exit fee is payable upon repayment of the loan principal. The Downs Lodging Credit Facility is a senior secured obligation of Downs Lodging, collateralized by all existing and future assets of Downs Lodging. The Downs Lodging Credit Facility subjects Downs Lodging to certain covenant requirements customarily found in loan agreements for similar transactions. As of June 30, 2013, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging Credit Facility. As of June 30, 2013 and September 30, 2012, accrued interest on the Downs Lodging Credit Facility was $375,000.

Salishan-Mohegan Promissory Notes

In December 2012, Salishan-Mohegan Two, a wholly-owned subsidiary of Salishan-Mohegan, entered into two promissory notes with third-party lenders to fund the acquisition of certain property related to the Cowlitz Project. The first note, in the original principal amount of $150,000, bears no interest and amortizes as follows: (i) $5,000 per month, commencing December 31, 2012 and continuing through July 31, 2014 and (ii) $10,000 per month, commencing August 31, 2014 until fully paid. The second note, in the original principal amount of $375,000, matures on December 31, 2014 and accrues interest at an annual rate of 7.0%, payable monthly, commencing January 1, 2013. As of June 30, 2013, there was no accrued interest on the promissory notes.

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - STATEMENTS OF INCOME (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Jun. 30, 2013		Jun. 30, 2012		Jun. 30, 2013		Jun. 30, 2012
Condensed Financial Statements, Captions [Line Items]
Net revenues	$ 344,245		$ 344,436		$ 994,695		$ 1,047,466
Operating costs and expenses:
Gaming and other operations	205,369		218,495		598,432		655,894
Advertising, general and administrative	53,971		53,381		162,895		159,839
Depreciation and amortization	20,350		21,693		60,465		64,077
Loss on disposition of assets	144		31		277		320
Severance	51		0		29		0
Pre-opening	173		0		245		0
Total operating costs and expenses	280,058		293,600		822,343		880,130
Income from operations	64,187		50,836		172,352		167,336
Accretion of discount to the relinquishment liability	(1,243)		(2,062)		(3,730)		(6,186)
Interest expense, net of capitalized interest	(42,379)		(41,581)		(128,213)		(103,047)
Loss on early exchange of debt	0		(17)		(403)		(14,323)
Loss on interests in subsidiaries	0		0		0		0
Other income (expense), net	1,586		1,849		2,689		3,528
Net income	22,151		9,025		42,695		47,308
Loss attributable to non-controlling interests	146		336		2,767		1,147
Net income attributable to Mohegan Tribal Gaming Authority	22,297		9,361		45,462		48,455
Authority
Condensed Financial Statements, Captions [Line Items]
Net revenues	264,735		263,090		770,316		809,936
Operating costs and expenses:
Gaming and other operations	150,691		160,866		439,040		485,354
Advertising, general and administrative	42,646		43,189		129,361		132,123
Depreciation and amortization	16,958		17,384		50,444		51,335
Loss on disposition of assets	126		18		259		36
Severance	0				(146)
Pre-opening	0				0
Total operating costs and expenses	210,421		221,457		618,958		668,848
Income from operations	54,314		41,633		151,358		141,088
Accretion of discount to the relinquishment liability	(1,243)		(2,062)		(3,730)		(6,186)
Interest expense, net of capitalized interest	(29,338)		(20,775)		(88,942)		(51,767)
Loss on early exchange of debt			(17)		(403)		(14,323)
Loss on interests in subsidiaries	(1,462)		(9,451)		(12,949)		(20,640)
Other income (expense), net	26		33		128		283
Net income	22,297		9,361		45,462		48,455
Loss attributable to non-controlling interests	0		0		0		0
Net income attributable to Mohegan Tribal Gaming Authority	22,297		9,361		45,462		48,455
Total Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net revenues	79,871	[1]	82,271	[1]	224,324	[1]	238,457	[1]
Operating costs and expenses:
Gaming and other operations	55,361	[1]	58,554	[1]	160,320	[1]	171,467	[1]
Advertising, general and administrative	8,853	[1]	8,823	[1]	24,091	[1]	24,761	[1]
Depreciation and amortization	3,392	[1]	4,309	[1]	10,021	[1]	12,742	[1]
Loss on disposition of assets	18		13	[1]	18	[1]	284	[1]
Severance	51	[1]			175	[1]
Pre-opening	173	[1]			245	[1]
Total operating costs and expenses	67,848	[1]	71,699	[1]	194,870	[1]	209,254	[1]
Income from operations	12,023	[1]	10,572	[1]	29,454	[1]	29,203	[1]
Accretion of discount to the relinquishment liability	0	[1]	0	[1]	0	[1]	0	[1]
Interest expense, net of capitalized interest	(11,092)	[1]	(19,974)	[1]	(32,999)	[1]	(49,379)	[1]
Loss on early exchange of debt			0	[1]	0	[1]	0	[1]
Loss on interests in subsidiaries	(1,747)	[1]	(226)	[1]	(4,469)	[1]	(1,103)	[1]
Other income (expense), net	683	[1]	177	[1]	1,536	[1]	639	[1]
Net income	(133)	[1]	(9,451)	[1]	(6,478)	[1]	(20,640)	[1]
Loss attributable to non-controlling interests	0	[1]	0	[1]	0	[1]	0	[1]
Net income attributable to Mohegan Tribal Gaming Authority	(133)	[1]	(9,451)	[1]	(6,478)	[1]	(20,640)	[1]
Total Non-Guarantor Subsidiaries and Entities
Condensed Financial Statements, Captions [Line Items]
Net revenues	382	[2]	0	[3]	1,163	[2]	0	[3]
Operating costs and expenses:
Gaming and other operations	0	[2]	0	[3]	0	[2]	0	[3]
Advertising, general and administrative	2,532	[2]	1,369	[3]	9,623	[2]	2,955	[3]
Depreciation and amortization	0	[2]	0	[3]	0	[2]	0	[3]
Loss on disposition of assets	0		0	[3]	0	[2]	0	[3]
Severance	0	[2]			0	[2]
Pre-opening	0	[2]			0	[2]
Total operating costs and expenses	2,532	[2]	1,369	[3]	9,623	[2]	2,955	[3]
Income from operations	(2,150)	[2]	(1,369)	[3]	(8,460)	[2]	(2,955)	[3]
Accretion of discount to the relinquishment liability	0	[2]	0	[3]	0	[2]	0	[3]
Interest expense, net of capitalized interest	(2,579)	[2]	(977)	[3]	(7,745)	[2]	(2,480)	[3]
Loss on early exchange of debt			0	[3]	0	[2]	0	[3]
Loss on interests in subsidiaries	0	[2]	0	[3]	0	[2]	0	[3]
Other income (expense), net	1,507	[2]	1,784	[3]	2,498	[2]	3,185	[3]
Net income	(3,222)	[2]	(562)	[3]	(13,707)	[2]	(2,250)	[3]
Loss attributable to non-controlling interests	0	[2]	0	[3]	0	[2]	0	[3]
Net income attributable to Mohegan Tribal Gaming Authority	(3,222)	[2]	(562)	[3]	(13,707)	[2]	(2,250)	[3]
Consolidating/Eliminating Adjustments
Condensed Financial Statements, Captions [Line Items]
Net revenues	(743)		(925)		(1,108)		(927)
Operating costs and expenses:
Gaming and other operations	(683)		(925)		(928)		(927)
Advertising, general and administrative	(60)		0		(180)		0
Depreciation and amortization	0		0		0		0
Loss on disposition of assets	0		0		0		0
Severance	0				0
Pre-opening	0				0
Total operating costs and expenses	(743)		(925)		(1,108)		(927)
Income from operations	0		0		0		0
Accretion of discount to the relinquishment liability	0		0		0		0
Interest expense, net of capitalized interest	630		145		1,473		579
Loss on early exchange of debt			0		0		0
Loss on interests in subsidiaries	3,209		9,677		17,418		21,743
Other income (expense), net	(630)		(145)		(1,473)		(579)
Net income	3,209		9,677		17,418		21,743
Loss attributable to non-controlling interests	146		336		2,767		1,147
Net income attributable to Mohegan Tribal Gaming Authority	$ 3,355		$ 10,013		$ 20,185		$ 22,890

[1] Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

[2] Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

[3] Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

XML

BASIS OF PRESENTATION - Investments in Unconsolidated Affiliates (Details) (Mohegan Gaming Advisors, Resorts Casino Hotel in Atlantic City, New Jersey)	1 Months Ended
	Oct. 31, 2012
Mohegan Gaming Advisors | Resorts Casino Hotel in Atlantic City, New Jersey
Entity Information [Line Items]
Membership or limited partnership interest percentage	10.00%

XML

LONG-TERM DEBT - Senior Unsecured Notes (Details) (USD $)	Jun. 30, 2013	Sep. 30, 2012	Mar. 06, 2012	Feb. 28, 2005
Debt Instrument [Line Items]
Debt outstanding	$ 1,680,415,000	$ 1,697,415,000
Accrued interest	24,395,000	46,362,000
Senior Unsecured Notes | 2005 6 1/8% Senior Unsecured Notes
Debt Instrument [Line Items]
Loan face amount				250,000,000.0
Note stated interest rate	6.125%			6.125%
Principal amount tendered and exchanged			234,200,000
Debt outstanding	0	15,775,000	15,775,000
Accrued interest		$ 81,000

XML

RELINQUISHMENT AGREEMENT (Details) (USD $)	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Sep. 30, 2012	Sep. 30, 1998
RELINQUISHMENT AGREEMENT [Abstract]
Term of relinquishment agreement			15 years
Period following the end of the first three-month period after the relinquishment date upon which senior relinquishment payments start			25 days
Period following the end of the first six-month period after the relinquishment date upon which junior relinquishment payments start			25 days
Relinquishment payment rate as a percent of revenues			2.50%
Relinquishment liability	$ 92,600,000		$ 92,600,000		$ 120,800,000	$ 549,100,000
Accretion of discount to the relinquishment liability	1,243,000	2,062,000	3,730,000	6,186,000
Relinquishment Payments [Abstract]
Principal			27,951,000	28,756,000
Accretion of discount			3,927,000	5,935,000
Total relinquishment payments			31,900,000	34,700,000
Accrued relinquishment payments	$ 19,300,000		$ 19,300,000		$ 13,300,000

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenues:
Gaming	$ 304,582	$ 307,093	$ 885,602	$ 940,753
Food and beverage	22,400	22,700	63,404	68,627
Hotel	10,318	10,152	30,363	29,524
Retail, entertainment and other	32,346	29,946	84,521	82,458
Gross revenues	369,646	369,891	1,063,890	1,121,362
Less-Promotional allowances	(25,401)	(25,455)	(69,195)	(73,896)
Net revenues	344,245	344,436	994,695	1,047,466
Operating costs and expenses:
Gaming	179,537	193,019	525,409	582,017
Food and beverage	10,231	11,240	31,035	33,355
Hotel	3,743	3,658	10,674	10,703
Retail, entertainment and other	11,858	10,578	31,314	29,819
Advertising, general and administrative	48,038	48,730	143,271	147,186
Corporate	5,933	4,651	19,624	12,653
Depreciation and amortization	20,350	21,693	60,465	64,077
Loss on disposition of assets	144	31	277	320
Severance	51	0	29	0
Pre-opening	173	0	245	0
Total operating costs and expenses	280,058	293,600	822,343	880,130
Income from operations	64,187	50,836	172,352	167,336
Other income (expense):
Accretion of discount to the relinquishment liability	(1,243)	(2,062)	(3,730)	(6,186)
Interest income	1,533	1,842	4,421	3,559
Interest expense, net of capitalized interest	(42,379)	(41,581)	(128,213)	(103,047)
Loss on early exchange of debt	0	(17)	(403)	(14,323)
Other income (expense), net	53	7	(1,732)	(31)
Total other expense	(42,036)	(41,811)	(129,657)	(120,028)
Net income	22,151	9,025	42,695	47,308
Loss attributable to non-controlling interests	146	336	2,767	1,147
Net income attributable to Mohegan Tribal Gaming Authority	$ 22,297	$ 9,361	$ 45,462	$ 48,455

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION

9 Months Ended

Jun. 30, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of June 30, 2013, 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 Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. Separate financial statements and other disclosures concerning the Pocono Downs Subsidiaries, MBC, Mohegan Golf, 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 subsidiaries and entities as of June 30, 2013 and September 30, 2012 and for the three months and nine months ended June 30, 2013 and 2012 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

	June 30, 2013
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,199,479	$	226,953	$	46,648		$	—		$	1,473,080
Intercompany receivables	234,313		29,162		—			(263,475		)	—
Investment in subsidiaries	333,939		153		—			(334,092		)	—
Other intangible assets, net	120,537		285,084		—			—			405,621
Other assets, net	159,724		71,029		65,240			(210		)	295,783
Total assets	$	2,047,992	$	612,381	$	111,888		$	(597,777	)	$	2,174,484
LIABILITIES AND CAPITAL
Current liabilities	$	209,493	$	34,246	$	14,124		$	—		$	257,863
Due to Mohegan Tribe	—		—		31,408			—			31,408
Long-term debt and capital leases, net of current portions	1,603,573		—		45,428			—			1,649,001
Relinquishment liability, net of current portion	22,228		—		—			—			22,228
Intercompany payables	—		232,765		30,710			(263,475		)	—
Accumulated losses in excess of investment in subsidiaries	—		4,066		—			(4,066		)	—
Other long-term liabilities	2,800		—		1,646			—			4,446
Total liabilities	1,838,094		271,077		123,316			(267,541		)	1,964,946
Mohegan Tribal Gaming Authority capital	209,898		341,304		(11,428		)	(330,402		)	209,372
Non-controlling interests	—		—		—			166			166
Total liabilities and capital	$	2,047,992	$	612,381	$	111,888		$	(597,777	)	$	2,174,484

___________

(1)   Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	September 30, 2012
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)		Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,233,688	$	233,202	$	23,508	$	—		$	1,490,398
Intercompany receivables	223,131		12,448		—		(235,579		)	—
Investment in subsidiaries	351,703		557		—		(352,260		)	—
Other intangible assets, net	120,623		285,305		—		—			405,928
Other assets, net	208,576		71,673		77,342		(210		)	357,381
Total assets	$	2,137,721	$	603,185	$	100,850	$	(588,049	)	$	2,253,707
LIABILITIES AND CAPITAL
Current liabilities	$	261,433	$	32,771	$	6,359	$	—		$	300,563
Due to Mohegan Tribe	—		—		31,450		—			31,450
Long-term debt and capital leases, net of current portions	1,607,004		—		45,000		—			1,652,004
Relinquishment liability, net of current portion	57,470		—		—		—			57,470
Intercompany payables	—		222,787		12,792		(235,579		)	—
Other long-term liabilities	2,607		—		350		—			2,957
Total liabilities	1,928,514		255,558		95,951		(235,579		)	2,044,444
Mohegan Tribal Gaming Authority capital	209,207		347,627		4,899		(353,052		)	208,681
Non-controlling interests	—		—		—		582			582
Total liabilities and capital	$	2,137,721	$	603,185	$	100,850	$	(588,049	)	$	2,253,707

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

	For the Three Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	264,735		$	79,871		$	382		$	(743	)	$	344,245
Operating costs and expenses:
Gaming and other operations	150,691			55,361			—			(683		)	205,369
Advertising, general and administrative	42,646			8,853			2,532			(60		)	53,971
Depreciation and amortization	16,958			3,392			—			—			20,350
Loss on disposition of assets	126			18			—			—			144
Severance	—			51			—			—			51
Pre-opening	—			173			—			—			173
Total operating costs and expenses	210,421			67,848			2,532			(743		)	280,058
Income (loss) from operations	54,314			12,023			(2,150		)	—			64,187
Accretion of discount to the relinquishment liability	(1,243		)	—			—			—			(1,243		)
Interest expense, net of capitalized interest	(29,338		)	(11,092		)	(2,579		)	630			(42,379		)
Loss on interests in subsidiaries	(1,462		)	(1,747		)	—			3,209			—
Other income, net	26			683			1,507			(630		)	1,586
Net income (loss)	22,297			(133		)	(3,222		)	3,209			22,151
Loss attributable to non-controlling interests	—			—			—			146			146
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	22,297		$	(133	)	$	(3,222	)	$	3,355		$	22,297

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	For the Three Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	263,090		$	82,271		$	—		$	(925	)	$	344,436
Operating costs and expenses:
Gaming and other operations	160,866			58,554			—			(925		)	218,495
Advertising, general and administrative	43,189			8,823			1,369			—			53,381
Depreciation and amortization	17,384			4,309			—			—			21,693
Loss on disposition of assets	18			13			—			—			31
Total operating costs and expenses	221,457			71,699			1,369			(925		)	293,600
Income (loss) from operations	41,633			10,572			(1,369		)	—			50,836
Accretion of discount to the relinquishment liability	(2,062		)	—			—			—			(2,062		)
Interest expense	(20,775		)	(19,974		)	(977		)	145			(41,581		)
Loss on early exchange of debt	(17		)	—			—			—			(17		)
Loss on interests in subsidiaries	(9,451		)	(226		)	—			9,677			—
Other income, net	33			177			1,784			(145		)	1,849
Net income (loss)	9,361			(9,451		)	(562		)	9,677			9,025
Loss attributable to non-controlling interests	—			—			—			336			336
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,361		$	(9,451	)	$	(562	)	$	10,013		$	9,361

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	For the Nine Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	770,316		$	224,324		$	1,163		$	(1,108	)	$	994,695
Operating costs and expenses:
Gaming and other operations	439,040			160,320			—			(928		)	598,432
Advertising, general and administrative	129,361			24,091			9,623			(180		)	162,895
Depreciation and amortization	50,444			10,021			—			—			60,465
Loss on disposition of assets	259			18			—			—			277
Severance	(146		)	175			—			—			29
Pre-opening	—			245			—			—			245
Total operating costs and expenses	618,958			194,870			9,623			(1,108		)	822,343
Income (loss) from operations	151,358			29,454			(8,460		)	—			172,352
Accretion of discount to the relinquishment liability	(3,730		)	—			—			—			(3,730		)
Interest expense, net of capitalized interest	(88,942		)	(32,999		)	(7,745		)	1,473			(128,213		)
Loss on early exchange of debt	(403		)	—			—			—			(403		)
Loss on interests in subsidiaries	(12,949		)	(4,469		)	—			17,418			—
Other income, net	128			1,536			2,498			(1,473		)	2,689
Net income (loss)	45,462			(6,478		)	(13,707		)	17,418			42,695
Loss attributable to non-controlling interests	—			—			—			2,767			2,767
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	45,462		$	(6,478	)	$	(13,707	)	$	20,185		$	45,462

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	For the Nine Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	809,936		$	238,457		$	—		$	(927	)	$	1,047,466
Operating costs and expenses:
Gaming and other operations	485,354			171,467			—			(927		)	655,894
Advertising, general and administrative	132,123			24,761			2,955			—			159,839
Depreciation and amortization	51,335			12,742			—			—			64,077
Loss on disposition of assets	36			284			—			—			320
Total operating costs and expenses	668,848			209,254			2,955			(927		)	880,130
Income (loss) from operations	141,088			29,203			(2,955		)	—			167,336
Accretion of discount to the relinquishment liability	(6,186		)	—			—			—			(6,186		)
Interest expense	(51,767		)	(49,379		)	(2,480		)	579			(103,047		)
Loss on early exchange of debt	(14,323		)	—			—			—			(14,323		)
Loss on interests in subsidiaries	(20,640		)	(1,103		)	—			21,743			—
Other income, net	283			639			3,185			(579		)	3,528
Net income (loss)	48,455			(20,640		)	(2,250		)	21,743			47,308
Loss attributable to non-controlling interests	—			—			—			1,147			1,147
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	48,455		$	(20,640	)	$	(2,250	)	$	22,890		$	48,455

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	For the Nine Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	56,345		$	38,754		$	(9,490	)	$	—		$	85,609
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(19,298		)	(3,570		)	(16,317		)	—			(39,185		)
Decrease in restricted cash, net	—			2,727			18,942			—			21,669
Investments in unconsolidated affiliates	—			—			(4,965		)	—			(4,965		)
Other cash flows provided by (used in) investing activities	53,662			(15,257		)	(1,655		)	(38,131		)	(1,381		)
Net cash flows provided by (used in) investing activities	34,364			(16,100		)	(3,995		)	(38,131		)	(23,862		)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	3,000			—			—			—			3,000
Bank Credit Facility repayments - revolving loan	(3,000		)	—			—			—			(3,000		)
Bank Credit Facility repayments - term loan	(3,000		)	—			—			—			(3,000		)
Repayments to Mohegan Tribe	—			—			(7,462		)	—			(7,462		)
Repayments of other long-term debt	(15,775		)	—			(23		)	—			(15,798		)
Principal portion of relinquishment liability payments	(27,951		)	—			—			—			(27,951		)
Distributions to Mohegan Tribe	(35,000		)	—			—			—			(35,000		)
Payments of financing fees	(3,291		)	—			(200		)	—			(3,491		)
Other cash flows provided by (used in) financing activities	(39,371		)	(22,866		)	21,268			38,131			(2,838		)
Net cash flows provided by (used in) financing activities	(124,388		)	(22,866		)	13,583			38,131			(95,540		)
Net increase (decrease) in cash and cash equivalents	(33,679		)	(212		)	98			—			(33,793		)
Cash and cash equivalents at beginning of period	91,836			21,757			491			—			114,084
Cash and cash equivalents at end of period	$	58,157		$	21,545		$	589		$	—		$	80,291

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	For the Nine Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	103,561		$	43,100		$	(2,370	)	$	—		$	144,291
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(34,536		)	(6,102		)	—			—			(40,638		)
Other cash flows provided by (used in) investing activities	34,702			5,182			(562		)	(37,384		)	1,938
Net cash flows provided by (used in) investing activities	166			(920		)	(562		)	(37,384		)	(38,700		)
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	(2,000		)	—			—			—			(2,000		)
Term Loan Facility borrowings, net of discount	220,500			—			—			—			220,500
Line of Credit borrowings	225,215			—			—			—			225,215
Line of Credit repayments	(225,215		)	—			—			—			(225,215		)
Borrowings from Mohegan Tribe	—			—			20,600			—			20,600
Repayments of other long-term debt	(66,454		)	—			—			—			(66,454		)
Salishan-Mohegan Bank Credit Facility repayments - revolving loan	—			—			(15,250		)	—			(15,250		)
Principal portion of relinquishment liability payments	(28,756		)	—			—			—			(28,756		)
Distributions to Mohegan Tribe	(40,450		)	—			—			—			(40,450		)
Payments of financing fees	(50,178		)	—			—			—			(50,178		)
Other cash flows provided by (used in) financing activities	5,495			(40,754		)	(2,372		)	37,384			(247		)
Net cash flows provided by (used in) financing activities	(96,843		)	(40,754		)	2,978			37,384			(97,235		)
Net increase in cash and cash equivalents	6,884			1,426			46			—			8,356
Cash and cash equivalents at beginning of period	89,018			22,931			225			—			112,174
Cash and cash equivalents at end of period	$	95,902		$	24,357		$	271		$	—		$	120,530

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows provided by (used in) operating activities:
Net income	$ 42,695	$ 47,308
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation and amortization	60,465	64,077
Accretion of discount to the relinquishment liability	3,730	6,186
Cash paid for accretion of discount to the relinquishment liability	(3,927)	(5,935)
Loss on early exchange of debt	403	14,323
Amortization of debt issuance costs	7,852	6,300
Accretion of discount	1,332	825
Amortization of net deferred gain on settlement of derivative instruments	(66)	(231)
Provision for losses on receivables	2,574	1,835
Loss on disposition of assets	277	320
Loss from unconsolidated affiliates	1,698	0
Changes in operating assets and liabilities:
Increase in receivables	(3,754)	(6,500)
(Increase) decrease in inventories	68	(1,024)
(Increase) decrease in other assets	5,285	(3,214)
Decrease in trade payables	(2,181)	(5,325)
Increase (decrease) in accrued interest	(21,967)	18,034
Increase (decrease) in other liabilities	(8,875)	7,312
Net cash flows provided by operating activities	85,609	144,291
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, net of increase (decrease) in construction payables of $3,528 and $(6,507), respectively	(39,185)	(40,638)
Issuance of third-party loans and advances	(1,655)	(570)
Payments received on third-party loans	103	113
Decrease in restricted cash, net	21,669	261
Proceeds from asset sales	171	134
Investments in unconsolidated affiliates	(4,965)	0
Proceeds from Commonwealth of Pennsylvania's facility improvement grant	0	2,000
Net cash flows used in investing activities	(23,862)	(38,700)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	3,000	154,000
Bank Credit Facility repayments - revolving loan	(3,000)	(289,000)
Bank Credit Facility repayments - term loan	(3,000)	(2,000)
Term Loan Facility borrowings, net of discount	0	220,500
Line of Credit borrowings	0	225,215
Line of Credit repayments	0	(225,215)
Borrowings from Mohegan Tribe	0	20,600
Repayments to Mohegan Tribe	(7,462)	0
Repayments of other long-term debt	(15,798)	(66,454)
Salishan-Mohegan Bank Credit Facility repayments - revolving loan	0	(15,250)
Principal portion of relinquishment liability payments	(27,951)	(28,756)
Distributions to Mohegan Tribe	(35,000)	(40,450)
Payments of financing fees	(3,491)	(50,178)
Payments on capital lease obligations	(2,838)	(528)
Non-controlling interest contributions	0	281
Net cash flows used in financing activities	(95,540)	(97,235)
Net increase (decrease) in cash and cash equivalents	(33,793)	8,356
Cash and cash equivalents at beginning of period	114,084	112,174
Cash and cash equivalents at end of period	80,291	120,530
Supplemental disclosures:
Cash paid during the period for interest	140,281	78,119
Capital lease	$ 0	$ 4,048

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Sep. 30, 2012
Current assets:
Cash and cash equivalents	$ 80,291	$ 114,084
Restricted cash	26,723	47,865
Receivables, net	29,457	26,556
Inventories	14,370	14,438
Other current assets	19,111	28,315
Total current assets	169,952	231,258
Non-current assets:
Property and equipment, net	1,473,080	1,490,398
Goodwill	39,459	39,459
Other intangible assets, net	405,621	405,928
Other assets, net	86,372	86,664
Total assets	2,174,484	2,253,707
Current liabilities:
Current portion of long-term debt	4,057	19,787
Current portion of relinquishment liability	70,406	63,312
Due to Mohegan Tribe	6,613	9,950
Current portion of capital leases	2,256	3,385
Trade payables	10,491	12,674
Construction payables	8,591	5,063
Accrued interest payable	24,395	46,362
Other current liabilities	137,667	149,980
Total current liabilities	264,476	310,513
Non-current liabilities:
Long-term debt, net of current portion	1,645,270	1,646,564
Relinquishment liability, net of current portion	22,228	57,470
Due to Mohegan Tribe, net of current portion	24,795	21,500
Capital leases, net of current portion	3,731	5,440
Other long-term liabilities	4,446	2,957
Total liabilities	1,964,946	2,044,444
Commitments and Contingencies
Capital:
Retained earnings	209,372	208,681
Mohegan Tribal Gaming Authority capital	209,372	208,681
Non-controlling interests	166	582
Total capital	209,538	209,263
Total liabilities and capital	$ 2,174,484	$ 2,253,707

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LONG-TERM DEBT - Schedule and Introduction (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Sep. 30, 2012	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015	Sep. 30, 2012 Credit Facility Bank Credit Facility, due March 2015	Jun. 30, 2013 Credit Facility Term Loan Facility, due March 2016, net of discount of $3,263 and $3,988, respectively	Sep. 30, 2012 Credit Facility Term Loan Facility, due March 2016, net of discount of $3,263 and $3,988, respectively	Jun. 30, 2013 Credit Facility Mohegan Tribe Credit Facility, due September 2013	Sep. 30, 2012 Credit Facility Mohegan Tribe Credit Facility, due September 2013	Jun. 30, 2012 Credit Facility Mohegan Tribe Credit Facility, due September 2013	Jun. 30, 2013 Credit Facility Downs Lodging Credit Facility, due July 2016	Sep. 30, 2012 Credit Facility Downs Lodging Credit Facility, due July 2016	Jun. 30, 2013 Senior Secured Notes 2009 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $5 and $6, respectively	Sep. 30, 2012 Senior Secured Notes 2009 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $5 and $6, respectively	Oct. 31, 2009 Senior Secured Notes 2009 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $5 and $6, respectively	Jun. 30, 2013 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $4,981 and $5,587, respectively	Sep. 30, 2012 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $4,981 and $5,587, respectively	Mar. 06, 2012 Senior Secured Notes 2012 11 1/2% Second Lien Senior Secured Notes, due November 2017, net of discount of $4,981 and $5,587, respectively	Jun. 30, 2013 Senior Secured Notes 2012 10 1/2% Third Lien Senior Secured Notes, due December 2016	Sep. 30, 2012 Senior Secured Notes 2012 10 1/2% Third Lien Senior Secured Notes, due December 2016	Mar. 06, 2012 Senior Secured Notes 2012 10 1/2% Third Lien Senior Secured Notes, due December 2016	Jun. 30, 2013 Senior Unsecured Notes 2005 6 1/8% Senior Unsecured Notes, due February 2013	Sep. 30, 2012 Senior Unsecured Notes 2005 6 1/8% Senior Unsecured Notes, due February 2013	Mar. 06, 2012 Senior Unsecured Notes 2005 6 1/8% Senior Unsecured Notes, due February 2013	Feb. 28, 2005 Senior Unsecured Notes 2005 6 1/8% Senior Unsecured Notes, due February 2013	Jun. 30, 2013 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes, due August 2014	Sep. 30, 2012 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes, due August 2014	Aug. 31, 2004 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes, due August 2014	Jun. 30, 2013 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes, due February 2015	Sep. 30, 2012 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes, due February 2015	Feb. 28, 2005 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes, due February 2015	Jun. 30, 2013 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes, due September 2018	Sep. 30, 2012 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes, due September 2018	Mar. 06, 2012 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes, due September 2018	Jun. 30, 2013 Promissory Notes 2009 Mohegan Tribe Promissory Note, due September 2014	Sep. 30, 2012 Promissory Notes 2009 Mohegan Tribe Promissory Note, due September 2014	Sep. 30, 2009 Promissory Notes 2009 Mohegan Tribe Promissory Note, due September 2014	Jun. 30, 2013 Promissory Notes 2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2016	Sep. 30, 2012 Promissory Notes 2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2016	Jun. 30, 2012 Promissory Notes 2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2016	Jun. 30, 2013 Promissory Notes 2013 Mohegan Tribe Promissory Note, due December 2018	Mar. 29, 2013 Promissory Notes 2013 Mohegan Tribe Promissory Note, due December 2018	Sep. 30, 2012 Promissory Notes 2013 Mohegan Tribe Promissory Note, due December 2018	Jun. 30, 2013 Promissory Notes Salishan-Mohegan Promissory Notes, due December 2014	Sep. 30, 2012 Promissory Notes Salishan-Mohegan Promissory Notes, due December 2014
Debt Schedule [Abstract]
Note stated interest rate									15.00%			11.50%		11.50%	11.50%		11.50%	10.50%		10.50%	6.125%			6.125%	7.125%		7.125%	6.875%		6.875%	11.00%		11.00%			10.00%			10.00%		4.00%
Unamortized discount					$ 3,263	$ 3,988						$ 5	$ 6		$ 4,981	$ 5,587
Long-term debt, subtotal	1,680,415	1,697,415	394,000	397,000	221,737	221,012	363	1,450		45,000	45,000	195	194		194,819	194,213		417,771	417,771		0	15,775	15,775		21,156	21,156		9,654	9,654		344,190	344,190		5,125	10,000		18,500	20,000		7,420		0	485	0
Plus: net deferred gain on derivative instruments sold	320	386
Long-term debt, excluding capital leases	1,680,735	1,697,801
Less: current portion of long-term debt	(10,670)	(29,737)
Long-term debt, net of current portion	$ 1,670,065	$ 1,668,064

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BASIS OF PRESENTATION - Introduction (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Interest income	$ 1,533	$ 1,842	$ 4,421	$ 3,559
Provision for losses on receivables			2,574	1,835
Uncollectible receivables
Provision for losses on receivables	326		326
Unrecorded interest income for note receivable
Interest income	$ 1,100		$ 1,100

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - Introduction (Details)	Jun. 30, 2013
Pocono Downs Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Mohegan Basketball Club, LLC
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Mohegan Golf, LLC
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Mohegan Ventures-Northwest, LLC
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Mohegan Ventures Wisconsin, LLC
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Wisconsin Tribal Gaming, LLC
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
MTGA Gaming, LLC
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%

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RELATED PARTY TRANSACTIONS (Details) (USD $)	3 Months Ended		9 Months Ended					1 Months Ended	5 Months Ended	1 Months Ended		5 Months Ended	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 Promissory Notes 2013 Mohegan Tribe Promissory Note	Mar. 29, 2013 Promissory Notes 2013 Mohegan Tribe Promissory Note	Sep. 30, 2009 Promissory Notes Mohegan Tribe Promissory Note, 2009	Feb. 28, 2013 Mohegan Gaming & Hospitality, LLC Mohegan Tribe of Indians of Connecticut	Feb. 28, 2013 Mohegan Gaming & Hospitality, LLC Mohegan Tribe of Indians of Connecticut	Mar. 31, 2013 Mohegan Gaming & Hospitality, LLC MTGA Gaming, LLC	Feb. 28, 2013 Mohegan Gaming & Hospitality, LLC MTGA Gaming, LLC	Feb. 28, 2013 Mohegan Gaming & Hospitality, LLC MTGA Gaming, LLC	Jun. 30, 2013 Mohegan Tribe of Indians of Connecticut	Jun. 30, 2012 Mohegan Tribe of Indians of Connecticut	Jun. 30, 2013 Mohegan Tribe of Indians of Connecticut	Jun. 30, 2012 Mohegan Tribe of Indians of Connecticut	Jun. 30, 2013 Mohegan Tribal Utility Authority	Jun. 30, 2012 Mohegan Tribal Utility Authority	Jun. 30, 2013 Mohegan Tribal Utility Authority	Jun. 30, 2012 Mohegan Tribal Utility Authority
Related Party Transaction [Line Items]
Distributions to Mohegan Tribe	$ 15,000,000	$ 12,500,000	$ 35,000,000	$ 40,450,000									$ 15,000,000	$ 12,500,000	$ 35,000,000	$ 40,500,000
Expenses for services provided to related party													7,000,000	6,800,000	21,000,000	20,300,000
Utilities purchased from related party																	3,900,000	4,200,000	12,900,000	14,200,000
Membership or limited partnership interest percentage								51.00%	51.00%	100.00%	49.00%	49.00%
Loan face amount					7,400,000	7,400,000	10,000,000
Incurred interest expense associated with a related party debt													$ 741,000	$ 832,000	$ 2,300,000	$ 1,700,000

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COMMITMENTS AND CONTINGENCIES (Details) (USD $)	0 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Sep. 30, 2012
Slot Win Contributions
Commitments and Contingencies [Line Items]
Contribution frequency period		12 months
Contribution determination criteria 1, percent of gross revenues from slot machines, lesser of				30.00%
Contribution determination criteria 2a, lesser of, percent of gross revenues from slot machines, greater of				25.00%
Contribution determination criteria 2b, lesser of, set cash contribution				$ 80,000,000.0
Contribution rate applied to excess free promotional play revenues in excess of limitation, if other than standard rate				25.00%
Limitation of excluded free promotional play as a percent of gross revenues from slot machines	5.50%			11.00%
Slot win contributions		40,200,000	43,600,000	115,100,000	130,400,000
Slot win contributions outstanding		13,300,000		13,300,000		13,700,000
Pennsylvania Slot Machine Tax
Commitments and Contingencies [Line Items]
Tax rate applied to percent of gross revenues from slot machines				55.00%
Portion of taxed revenues subject to minimum annual local share assessment				2.00%
Minimum annual local share assessment				10,000,000
Escrow deposit for tax payments		1,500,000		1,500,000
Slot machine tax expense recognized		31,800,000	33,500,000	93,000,000	100,800,000
Slot machine tax expense, outstanding		4,200,000		4,200,000		5,500,000
Pennsylvania Slot Machine Tax | Downs Racing, L.P.
Commitments and Contingencies [Line Items]
Number of slot machines at Mohegan Sun at Pocono Downs permitted by license				3,000
Permitted slot machine capacity (in slot machines)				5,000
Pennsylvania Table Game Tax
Commitments and Contingencies [Line Items]
Initial tax rate				14.00%
Additional local tax				2.00%
Initial taxation period		2 years
Subsequent table game tax rate				12.00%
Table game tax expense recognized		1,600,000	1,600,000	4,500,000	5,200,000
Table game tax expense outstanding		144,000		144,000		92,000
Pennsylvania Regulatory Fee
Commitments and Contingencies [Line Items]
Fee rate, percent of gross revenues from slot machines and table games				1.50%
Regulatory fee recognized		400,000	1,200,000	2,900,000	3,800,000
Regulatory fee outstanding		55,000		55,000		129,000
Pennsylvania Gaming Control Board Loans
Commitments and Contingencies [Line Items]
Loans granted by PGCB				36,100,000
Additional Loans granted by PGCB				63,800,000
Number of authorized gaming facilities				14
Number of authorized gaming facilities that have commenced operations				12
PGCB loan repayment period		10 years
PGCB loan repayment expense		160,000	166,000	484,000	504,000
Horsemen's Agreement
Commitments and Contingencies [Line Items]
Purses earned by horsemen and other fees outstanding		4,100,000		4,100,000		9,300,000
Priority Distribution Agreement
Commitments and Contingencies [Line Items]
Annual limit of priority distribution payments				14,000,000
Priority distribution payments		$ 4,800,000	$ 4,700,000	$ 14,400,000	$ 14,000,000

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SEGMENT REPORTING

9 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING:

As of June 30, 2013, the Authority owns and operates, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun franchise, and the Mohegan Sun Country Club at Pautipaug (collectively, the “Connecticut Facilities”), and the Pennsylvania Facilities. Substantially all of the Authority's revenues are derived from these operations. The Connecticut Sun franchise and the Mohegan Sun Country Club at Pautipaug 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 Facilities and the Pennsylvania Facilities on a separate basis. Accordingly, the Authority has two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut Facilities, and (2) Mohegan Sun at Pocono Downs, which includes the operations of the Pennsylvania Facilities. The Authority's operations related to investments in unconsolidated affiliates and certain other corporate and management operations have not been identified as separate reportable segments, therefore, these operations are included in corporate and other in the following segment disclosures to reconcile to consolidated results.

	For the Three Months Ended						For the Nine Months Ended
(in thousands)	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Net revenues:
Mohegan Sun	$	266,699		$	264,876		$	772,571		$	811,838
Mohegan Sun at Pocono Downs	77,228			79,560			221,155			235,628
Corporate and other	318			—			969			—
Total	344,245			344,436			994,695			1,047,466
Income (loss) from operations:
Mohegan Sun	57,396			44,801			158,654			148,424
Mohegan Sun at Pocono Downs	12,435			10,716			32,441			31,660
Corporate and other	(5,644		)	(4,681		)	(18,743		)	(12,748		)
Total	64,187			50,836			172,352			167,336
Accretion of discount to the relinquishment liability	(1,243		)	(2,062		)	(3,730		)	(6,186		)
Interest income	1,533			1,842			4,421			3,559
Interest expense, net of capitalized interest	(42,379		)	(41,581		)	(128,213		)	(103,047		)
Loss on early exchange of debt	—			(17		)	(403		)	(14,323		)
Other income (expense), net	53			7			(1,732		)	(31		)
Net income	22,151			9,025			42,695			47,308
Loss attributable to non-controlling interests	146			336			2,767			1,147
Net income attributable to Mohegan Tribal Gaming Authority	$	22,297		$	9,361		$	45,462		$	48,455

	For the Nine Months Ended
	June 30, 2013		June 30, 2012
Capital expenditures incurred:
Mohegan Sun	$	16,821	$	29,967
Mohegan Sun at Pocono Downs	3,260		3,558
Corporate	23,140		606
Total	$	43,221	$	34,131
	June 30, 2013		September 30, 2012
Total assets:
Mohegan Sun	$	1,444,451	$	1,484,369
Mohegan Sun at Pocono Downs	561,746		570,078
Corporate	168,287		199,260
Total	$	2,174,484	$	2,253,707

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LONG-TERM DEBT - Credit Facilities (Details) (USD $)			0 Months Ended	9 Months Ended		9 Months Ended															9 Months Ended
	Jun. 30, 2013	Sep. 30, 2012	Mar. 06, 2012 Credit Facility Bank Credit Facility, due March 2015	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015	Sep. 30, 2012 Credit Facility Bank Credit Facility, due March 2015	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015 Minimum	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015 Maximum	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015 Base Rate Revolving Loans Minimum	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015 Base Rate Revolving Loans Maximum	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015 Eurodollar Rate Revolving Loans Minimum	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015 Eurodollar Rate Revolving Loans Maximum	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015 Base Rate Term Loans	Jun. 30, 2013 Credit Facility Bank Credit Facility, due March 2015 Eurodollar Rate Term Loans	Jun. 30, 2013 Credit Facility Term Loan Credit Facility	Sep. 30, 2012 Credit Facility Term Loan Credit Facility	Mar. 06, 2012 Credit Facility Term Loan Credit Facility	Jun. 30, 2013 Credit Facility Term Loan Credit Facility Base Rate Term Loans	Jun. 30, 2013 Credit Facility Term Loan Credit Facility Eurodollar Rate Term Loans	Jun. 30, 2013 Credit Facility Bank of America, N.A. Line of Credit	Sep. 30, 2012 Credit Facility Bank of America, N.A. Line of Credit	Jun. 30, 2013 Credit Facility Mohegan Tribe Credit Facility	Sep. 30, 2012 Credit Facility Mohegan Tribe Credit Facility	Jun. 30, 2012 Credit Facility Mohegan Tribe Credit Facility	Jun. 30, 2013 Credit Facility Downs Lodging Credit Facility	Sep. 30, 2012 Credit Facility Downs Lodging Credit Facility	Jun. 30, 2013 Credit Facility Letter of Credit Bank Credit Facility, due March 2015	Mar. 06, 2012 Credit Facility Letter of Credit Bank Credit Facility, due March 2015	Jun. 30, 2013 Credit Facility Revolving Loans Bank Credit Facility, due March 2015	Jun. 30, 2013 Downs Lodging, LLC Credit Facility Downs Lodging Credit Facility	Sep. 30, 2012 Downs Lodging, LLC Credit Facility Downs Lodging Credit Facility	Jul. 31, 2012 Downs Lodging, LLC Credit Facility Downs Lodging Credit Facility	Jul. 16, 2012 Downs Lodging, LLC Credit Facility Downs Lodging Credit Facility
Debt Instrument [Line Items]
Credit facility outstanding			$ 400,000,000.0																$ 0							$ 0		$ 0
Borrowing capacity																			16,500,000				1,450,000.00				75,000,000.0
Loan face amount																225,000,000.0															45,000,000
Repayment rate, quarterly			1,000,000.0
Debt outstanding	1,680,415,000	1,697,415,000		394,000,000	397,000,000									221,737,000	221,012,000						363,000	1,450,000		45,000,000	45,000,000
Letters of credit issued																										3,400,000
Credit facility remaining borrowing capacity				71,600,000
Basis spread on variable rate				4.50%				2.25%	3.25%	3.50%	4.50%	3.25%	4.50%	7.50%			6.50%	7.50%
Variable rate basis floor													1.00%					1.50%
Fee assessed on unused revolving credit				0.50%		0.25%	0.50%
Accrued interest including commitment fees				217,000	211,000
Issued at percent of par																98.00%
Initial yield per annum																9.60%
Accrued interest	24,395,000	46,362,000												1,100,000	1,200,000				0	0	370,000	249,000							375,000	375,000
Quarterly amortization of principal																					$ 362,500
Interest rate																							15.00%									13.00%
Interest due monthly																																10.00%
Interest due at maturity																																3.00%
Exit fee																																3.00%

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - STATEMENTS OF CASH FLOWS (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jun. 30, 2013		Jun. 30, 2012
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities	$ 85,609		$ 144,291
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(39,185)		(40,638)
Decrease in restricted cash, net	21,669		261
Investments in unconsolidated affiliates	(4,965)		0
Other cash flows provided by (used in) investing activities	(1,381)		1,938
Net cash flows used in investing activities	(23,862)		(38,700)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	3,000		154,000
Bank Credit Facility repayments - revolving loan	(3,000)		(289,000)
Bank Credit Facility repayments - term loan	(3,000)		(2,000)
Term Loan Facility borrowings, net of discount	0		220,500
Repayments to Mohegan Tribe	(7,462)		0
Line of Credit borrowings	0		225,215
Line of Credit repayments	0		(225,215)
Borrowings from Mohegan Tribe	0		20,600
Repayments of other long-term debt	(15,798)		(66,454)
Salishan-Mohegan Bank Credit Facility repayments - revolving loan	0		(15,250)
Principal portion of relinquishment liability payments	(27,951)		(28,756)
Distributions to Mohegan Tribe	(35,000)		(40,450)
Payments of financing fees	(3,491)		(50,178)
Other cash flows provided by (used in) financing activities	(2,838)		(247)
Net cash flows used in financing activities	(95,540)		(97,235)
Net increase (decrease) in cash and cash equivalents	(33,793)		8,356
Cash and cash equivalents at beginning of period	114,084		112,174
Cash and cash equivalents at end of period	80,291		120,530
Authority
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities	56,345		103,561
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(19,298)		(34,536)
Decrease in restricted cash, net	0
Investments in unconsolidated affiliates	0
Other cash flows provided by (used in) investing activities	53,662		34,702
Net cash flows used in investing activities	34,364		166
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	3,000		154,000
Bank Credit Facility repayments - revolving loan	(3,000)		(289,000)
Bank Credit Facility repayments - term loan	(3,000)		(2,000)
Term Loan Facility borrowings, net of discount			220,500
Repayments to Mohegan Tribe	0
Line of Credit borrowings			225,215
Line of Credit repayments			(225,215)
Borrowings from Mohegan Tribe			0
Repayments of other long-term debt	(15,775)		(66,454)
Salishan-Mohegan Bank Credit Facility repayments - revolving loan			0
Principal portion of relinquishment liability payments	(27,951)		(28,756)
Distributions to Mohegan Tribe	(35,000)		(40,450)
Payments of financing fees	(3,291)		(50,178)
Other cash flows provided by (used in) financing activities	(39,371)		5,495
Net cash flows used in financing activities	(124,388)		(96,843)
Net increase (decrease) in cash and cash equivalents	(33,679)		6,884
Cash and cash equivalents at beginning of period	91,836		89,018
Cash and cash equivalents at end of period	58,157		95,902
Total Guarantor Subsidiaries
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities	38,754	[1]	43,100	[1]
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(3,570)	[1]	(6,102)	[1]
Decrease in restricted cash, net	2,727	[1]
Investments in unconsolidated affiliates	0	[1]
Other cash flows provided by (used in) investing activities	(15,257)	[1]	5,182	[1]
Net cash flows used in investing activities	(16,100)	[1]	(920)	[1]
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	0	[1]	0	[1]
Bank Credit Facility repayments - revolving loan	0	[1]	0	[1]
Bank Credit Facility repayments - term loan	0	[1]	0	[1]
Term Loan Facility borrowings, net of discount			0	[1]
Repayments to Mohegan Tribe	0	[1]
Line of Credit borrowings			0	[1]
Line of Credit repayments			0	[1]
Borrowings from Mohegan Tribe			0	[1]
Repayments of other long-term debt	0	[1]	0	[1]
Salishan-Mohegan Bank Credit Facility repayments - revolving loan			0	[1]
Principal portion of relinquishment liability payments	0	[1]	0	[1]
Distributions to Mohegan Tribe	0	[1]	0	[1]
Payments of financing fees	0	[1]	0	[1]
Other cash flows provided by (used in) financing activities	(22,866)	[1]	(40,754)	[1]
Net cash flows used in financing activities	(22,866)	[1]	(40,754)	[1]
Net increase (decrease) in cash and cash equivalents	(212)	[1]	1,426	[1]
Cash and cash equivalents at beginning of period	21,757	[1]	22,931	[1]
Cash and cash equivalents at end of period	21,545	[1]	24,357	[1]
Total Non-Guarantor Subsidiaries and Entities
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities	(9,490)	[2]	(2,370)	[3]
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(16,317)	[2]	0	[3]
Decrease in restricted cash, net	18,942	[2]
Investments in unconsolidated affiliates	(4,965)	[2]
Other cash flows provided by (used in) investing activities	(1,655)	[2]	(562)	[3]
Net cash flows used in investing activities	(3,995)	[2]	(562)	[3]
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	0	[2]	0	[3]
Bank Credit Facility repayments - revolving loan	0	[2]	0	[3]
Bank Credit Facility repayments - term loan	0	[2]	0	[3]
Term Loan Facility borrowings, net of discount			0	[3]
Repayments to Mohegan Tribe	(7,462)	[2]
Line of Credit borrowings			0	[3]
Line of Credit repayments			0	[3]
Borrowings from Mohegan Tribe			20,600	[3]
Repayments of other long-term debt	(23)	[2]	0	[3]
Salishan-Mohegan Bank Credit Facility repayments - revolving loan			(15,250)	[3]
Principal portion of relinquishment liability payments	0	[2]	0	[3]
Distributions to Mohegan Tribe	0	[2]	0	[3]
Payments of financing fees	(200)	[2]	0	[3]
Other cash flows provided by (used in) financing activities	21,268	[2]	(2,372)	[3]
Net cash flows used in financing activities	13,583	[2]	2,978	[3]
Net increase (decrease) in cash and cash equivalents	98	[2]	46	[3]
Cash and cash equivalents at beginning of period	491	[2]	225	[3]
Cash and cash equivalents at end of period	589	[2]	271	[3]
Consolidating/Eliminating Adjustments
Condensed Financial Statements, Captions [Line Items]
Net cash flows provided by (used in) operating activities	0		0
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	0		0
Decrease in restricted cash, net	0
Investments in unconsolidated affiliates	0
Other cash flows provided by (used in) investing activities	(38,131)		(37,384)
Net cash flows used in investing activities	(38,131)		(37,384)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	0		0
Bank Credit Facility repayments - revolving loan	0		0
Bank Credit Facility repayments - term loan	0		0
Term Loan Facility borrowings, net of discount			0
Repayments to Mohegan Tribe	0
Line of Credit borrowings			0
Line of Credit repayments			0
Borrowings from Mohegan Tribe			0
Repayments of other long-term debt	0		0
Salishan-Mohegan Bank Credit Facility repayments - revolving loan			0
Principal portion of relinquishment liability payments	0		0
Distributions to Mohegan Tribe	0		0
Payments of financing fees	0		0
Other cash flows provided by (used in) financing activities	38,131		37,384
Net cash flows used in financing activities	38,131		37,384
Net increase (decrease) in cash and cash equivalents	0		0
Cash and cash equivalents at beginning of period	0		0
Cash and cash equivalents at end of period	$ 0		$ 0

[1] Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

[2] Includes MGA and subsidiaries, Downs Lodging, Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

[3] Includes Salishan-Mohegan, MG&H and Mohegan Resorts and subsidiaries.

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BASIS OF PRESENTATION (Policies)

9 Months Ended

Jun. 30, 2013

BASIS OF PRESENTATION [Abstract]

Principles of Consolidation

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, as Mohegan Ventures-NW is deemed to be the primary beneficiary. In addition, the accounts of MG&H, Mohegan Resorts and its subsidiaries were consolidated into the accounts of MTGA Gaming, as MTGA Gaming was deemed to be the primary beneficiary. However, on March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interests in MG&H and retired the membership interests (refer to Note 1). In consolidation, all intercompany balances and transactions were eliminated.

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RELINQUISHMENT AGREEMENT

9 Months Ended

Jun. 30, 2013

RELINQUISHMENT AGREEMENT [Abstract]

RELINQUISHMENT AGREEMENT

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 June 30, 2013 and September 30, 2012, the carrying amount of the relinquishment liability was $92.6 million and $120.8 million, respectively. The decrease in the relinquishment liability during the nine months ended June 30, 2013 was due to $31.9 million in relinquishment payments. This reduction in the liability was offset by $3.7 million representing the accretion of discount to the relinquishment liability.

Relinquishment payments consisted of the following (in millions):

	For the Nine Months Ended
	June 30, 2013		June 30, 2012
Principal	$	28.0	$	28.8
Accretion of discount	3.9		5.9
Total	$	31.9	$	34.7

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 June 30, 2013 and September 30, 2012, relinquishment payments earned but unpaid were $19.3 million and $13.3 million, respectively.

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ORGANIZATION

9 Months Ended

Jun. 30, 2013

ORGANIZATION [Abstract]

ORGANIZATION

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, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, 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 June 30, 2013, 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”), MTGA Gaming, LLC (“MTGA Gaming”), Downs Lodging, LLC ("Downs Lodging") and Mohegan Gaming Advisors, LLC ("Mohegan Gaming Advisors").

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.

MCV-PA holds a 0.01% general partnership interest in each of Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P. (collectively, along with MCV-PA, the “Pocono Downs Subsidiaries”), 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 Facilities”). The Authority views Mohegan Sun and the Pennsylvania Facilities 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”). Salishan-Mohegan holds a 100% membership interest in Salishan-Mohegan Two, LLC ("Salishan-Mohegan Two"), which was formed to acquire certain property related to 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”).

Prior to March 2013, MTGA Gaming and the Tribe held 49% and 51% membership interests in Mohegan Gaming & Hospitality, LLC (“MG&H”), respectively. On March 29, 2013, MG&H purchased and acquired all of the Tribe's membership interests in MG&H and retired the membership interests. Accordingly, MTGA Gaming now holds a 100% membership interest in MG&H, which has been designated as an unrestricted subsidiary of the Authority. MG&H holds a 100% membership interest in Mohegan Resorts, LLC (“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.

Downs Lodging, an unrestricted subsidiary of the Authority, was formed to develop, finance and build Project Sunlight, a hotel and convention center to be located at Mohegan Sun at Pocono Downs.

Mohegan Gaming Advisors, an unrestricted subsidiary of the Authority, was formed to pursue gaming opportunities outside the State of Connecticut, including management contracts and consulting agreements for casino and entertainment properties in the United States. Mohegan Gaming Advisors holds 100% membership interests in MGA Holding NJ, LLC and MGA Gaming NJ, LLC (collectively, the "Mohegan New Jersey Entities"). The Mohegan New Jersey Entities were formed to pursue management contracts and consulting agreements in the State of New Jersey. In October 2012, MGA Holding NJ, LLC acquired a 10% ownership interest in Resorts Casino Hotel in Atlantic City, New Jersey ("Resorts Atlantic City").

Mohegan Gaming Advisors also holds 100% membership interests in MGA Holding MA, LLC and MGA Gaming MA, LLC (collectively, the “Mohegan MA Entities”). The Mohegan MA Entities were formed to pursue potential gaming opportunities in the Commonwealth of Massachusetts.

In addition, Mohegan Gaming Advisors holds 100% membership interests in MGA Holding PA, LLC and MGA Gaming PA, LLC (collectively, the “Mohegan PA Entities”). The Mohegan PA Entities were formed to pursue potential gaming opportunities in the Commonwealth of Pennsylvania.

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LONG-TERM DEBT - Senior Subordinated Notes (Details) (USD $)	Jun. 30, 2013	Sep. 30, 2012	Jun. 30, 2013 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes	Sep. 30, 2012 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes	Mar. 06, 2012 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes	Aug. 31, 2004 Senior Subordinated Notes 2004 7 1/8% Senior Subordinated Notes	Jun. 30, 2013 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes	Sep. 30, 2012 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes	Mar. 06, 2012 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes	Feb. 28, 2005 Senior Subordinated Notes 2005 6 7/8% Senior Subordinated Notes	Jun. 30, 2013 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes	Sep. 30, 2012 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes	Mar. 06, 2012 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes	Mar. 06, 2012 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes 2004 Senior Subordinated Notes	Mar. 06, 2012 Senior Subordinated Notes 2012 11 % Senior Subordinated Notes 2005 Senior Subordinated Notes
Debt Instrument [Line Items]
Loan face amount						$ 225,000,000.0				$ 150,000,000.0			$ 344,200,000
Note stated interest rate			7.125%			7.125%	6.875%			6.875%	11.00%		11.00%
Redeemable rate before cutoff													100.00%
Redeemable rate after cutoff													101.00%
Redeemable rate upon certain conditions													100.00%
Principal amount tendered and exchanged					203,800,000				140,300,000					203,800,000	140,300,000
Debt outstanding	1,680,415,000	1,697,415,000	21,156,000	21,156,000			9,654,000	9,654,000			344,190,000	344,190,000
Payment in Kind (PIK) interest rate													2.00%
Accrued interest	$ 24,395,000	$ 46,362,000	$ 565,000	$ 148,000			$ 249,000	$ 56,000			$ 11,100,000	$ 1,700,000

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RELINQUISHMENT AGREEMENT (Tables)

9 Months Ended

Jun. 30, 2013

RELINQUISHMENT AGREEMENT [Abstract]

Relinquishment payments

Relinquishment payments consisted of the following (in millions):

	For the Nine Months Ended
	June 30, 2013		June 30, 2012
Principal	$	28.0	$	28.8
Accretion of discount	3.9		5.9
Total	$	31.9	$	34.7

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SUBSEQUENT EVENTS

9 Months Ended

Jun. 30, 2013

Subsequent Events [Abstract]

Subsequent Events

SUBSEQUENT EVENTS:

In late July and early August 2013, the Authority engaged in several transactions relating to the refinancing of certain of its outstanding indebtedness, as set forth below.

Consent Solicitation to Amend the 2012 Second Lien Notes Indenture

On July 22, 2013, the Authority commenced a solicitation of consents to amend the indenture governing the 2012 Second Lien Notes to permit the Authority to refinance its outstanding subordinated notes with senior unsecured indebtedness and to enter into certain transactions with the Tribe in the event that the Tribe constructs a hotel on Tribal land currently leased by the Authority. On July 30, 2013, the Authority received the consents required to make the requested changes to the 2012 Second Lien Notes indenture and entered into a supplemental indenture incorporating the proposed amendments. While the supplemental indenture became effective upon execution, the proposed amendments will not become operative until such time, if any, that the conditions of the consent solicitation, including, among other things, a financing condition, are satisfied or waived and the consent payment (which consists of $2.50 per $1,000 principal amount of the 2012 Second Lien Notes) is paid to holders who validly delivered (and did not validly revoke) their consent to the proposed amendments. If any of the conditions are not satisfied, the Authority is under no obligation to make the consent payment. The Authority has the right to waive any of the conditions to the consent solicitation.

Tender Offer

On July 30, 2013, the Authority commenced a tender offer to purchase for cash any and all of its 2012 Third Lien Notes. Concurrently with this tender offer, the Authority is soliciting consents to proposed amendments to the indenture governing the 2012 Third Lien Notes, providing for the elimination of substantially all of the indenture's restrictive covenants and elimination or modification of certain events of default and related provisions contained in the indenture. Holders that tender the 2012 Third Lien Notes must also consent to such proposed amendments to the indenture. The tender offer will expire at 12:00 midnight, New York City time, on August 28, 2013, unless extended or earlier terminated.

Senior Unsecured Notes Offering

On July 30, 2013, the Authority announced a proposed offering of senior unsecured notes due 2021 (the “2013 Senior Unsecured Notes”) and, on August 6, 2013, the Authority announced that it will issue at par $500.0 million in aggregate principal amount of the 2013 Senior Unsecured Notes. The 2013 Senior Unsecured Notes will bear interest at a fixed rate of 9.75%per annum, payable semi-annually, in cash and in arrears on March 1^st and September 1^st, commencing March 1, 2014. The 2013 Senior Unsecured Notes will mature on September 1, 2021. The Authority anticipates using the net proceeds from the issuance of the 2013 Senior Unsecured Notes, together with borrowings under its Bank Credit Facility, to finance the repurchase or redemption of all of its outstanding 2012 Third Lien Notes, to repurchase other of its outstanding indebtedness and to pay related fees and expenses.

The 2013 Senior Unsecured Notes will be senior unsecured obligations of the Authority and will be fully and unconditionally guaranteed, jointly and severally, by the Guarantors. The offering is expected to close on August 15, 2013, subject to customary conditions.

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ORGANIZATION (Details)	9 Months Ended			1 Months Ended	5 Months Ended	9 Months Ended								1 Months Ended		5 Months Ended	1 Months Ended			9 Months Ended	1 Months Ended	9 Months Ended
	Jun. 30, 2013 segment	Jun. 30, 2013 Mohegan Tribe of Indians of Connecticut acre	Jun. 30, 2013 Mohegan Tribe of Indians of Connecticut Salishan-Mohegan, LLC	Feb. 28, 2013 Mohegan Tribe of Indians of Connecticut Mohegan Gaming & Hospitality, LLC	Feb. 28, 2013 Mohegan Tribe of Indians of Connecticut Mohegan Gaming & Hospitality, LLC	Jun. 30, 2013 Mohegan Tribal Gaming Authority acre	Jun. 30, 2013 Mohegan Tribal Gaming Authority Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P.	Jun. 30, 2013 Mohegan Basketball Club, LLC WNBA, LLC	Jun. 30, 2013 Mohegan Commercial Ventures-PA, LLC Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P.	Jun. 30, 2013 Downs Racing, L.P. acre	Jun. 30, 2013 Mohegan Ventures-Northwest, LLC Salishan-Mohegan, LLC	Jun. 30, 2013 Salishan-Mohegan, LLC Salishan-Mohegan Two, LLC	Jun. 30, 2013 Mohegan Ventures Wisconsin, LLC Wisconsin Tribal Gaming, LLC	Mar. 31, 2013 MTGA Gaming, LLC Mohegan Gaming & Hospitality, LLC	Feb. 28, 2013 MTGA Gaming, LLC Mohegan Gaming & Hospitality, LLC	Feb. 28, 2013 MTGA Gaming, LLC Mohegan Gaming & Hospitality, LLC	Mar. 31, 2013 Mohegan Gaming & Hospitality, LLC Mohegan Resorts, LLC	Mar. 31, 2013 Mohegan Resorts, LLC Mohegan Resorts Mass, LLC	Mar. 31, 2013 Mohegan Resorts, LLC Mohegan Resorts New York, LLC and Mohegan Gaming New York, LLC	Jun. 30, 2013 Mohegan Gaming Advisors Mohegan New Jersey Entities	Oct. 31, 2012 Mohegan Gaming Advisors Resorts Casino Hotel in Atlantic City, New Jersey	Jun. 30, 2013 Mohegan Gaming Advisors Mohegan MA Entities	Jun. 30, 2013 Mohegan Gaming Advisors Mohegan PA Entities
Entity Information [Line Items]
Size of tribe reservation (in acres)		544
Size of gaming and entertainment complex (in acres)						185				400
Membership or limited partnership interest percentage			7.85%	51.00%	51.00%		99.99%	4.20%			49.15%	100.00%	100.00%	100.00%	49.00%	49.00%	100.00%	100.00%	100.00%	100.00%	10.00%	100.00%	100.00%
General partnership interest percentage									0.01%
Number of operating segments	2

XML

SEGMENT REPORTING (Tables)

9 Months Ended

Jun. 30, 2013

Segment Reporting [Abstract]

Financial information related to segments

The Authority's operations related to investments in unconsolidated affiliates and certain other corporate and management operations have not been identified as separate reportable segments, therefore, these operations are included in corporate and other in the following segment disclosures to reconcile to consolidated results.

	For the Three Months Ended						For the Nine Months Ended
(in thousands)	June 30, 2013			June 30, 2012			June 30, 2013			June 30, 2012
Net revenues:
Mohegan Sun	$	266,699		$	264,876		$	772,571		$	811,838
Mohegan Sun at Pocono Downs	77,228			79,560			221,155			235,628
Corporate and other	318			—			969			—
Total	344,245			344,436			994,695			1,047,466
Income (loss) from operations:
Mohegan Sun	57,396			44,801			158,654			148,424
Mohegan Sun at Pocono Downs	12,435			10,716			32,441			31,660
Corporate and other	(5,644		)	(4,681		)	(18,743		)	(12,748		)
Total	64,187			50,836			172,352			167,336
Accretion of discount to the relinquishment liability	(1,243		)	(2,062		)	(3,730		)	(6,186		)
Interest income	1,533			1,842			4,421			3,559
Interest expense, net of capitalized interest	(42,379		)	(41,581		)	(128,213		)	(103,047		)
Loss on early exchange of debt	—			(17		)	(403		)	(14,323		)
Other income (expense), net	53			7			(1,732		)	(31		)
Net income	22,151			9,025			42,695			47,308
Loss attributable to non-controlling interests	146			336			2,767			1,147
Net income attributable to Mohegan Tribal Gaming Authority	$	22,297		$	9,361		$	45,462		$	48,455

	For the Nine Months Ended
	June 30, 2013		June 30, 2012
Capital expenditures incurred:
Mohegan Sun	$	16,821	$	29,967
Mohegan Sun at Pocono Downs	3,260		3,558
Corporate	23,140		606
Total	$	43,221	$	34,131
	June 30, 2013		September 30, 2012
Total assets:
Mohegan Sun	$	1,444,451	$	1,484,369
Mohegan Sun at Pocono Downs	561,746		570,078
Corporate	168,287		199,260
Total	$	2,174,484	$	2,253,707

XML

Document and Entity Information Document	9 Months Ended
	Jun. 30, 2013
Entity Registrant Name	MOHEGAN TRIBAL GAMING AUTHORITY
Entity Central Index Key	0001005276
Current Fiscal Year End Date	--09-30
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding	0

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION (Tables)

9 Months Ended

Jun. 30, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

CONDENSED CONSOLIDATING BALANCE SHEETS

CONDENSED CONSOLIDATING BALANCE SHEETS

	June 30, 2013
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,199,479	$	226,953	$	46,648		$	—		$	1,473,080
Intercompany receivables	234,313		29,162		—			(263,475		)	—
Investment in subsidiaries	333,939		153		—			(334,092		)	—
Other intangible assets, net	120,537		285,084		—			—			405,621
Other assets, net	159,724		71,029		65,240			(210		)	295,783
Total assets	$	2,047,992	$	612,381	$	111,888		$	(597,777	)	$	2,174,484
LIABILITIES AND CAPITAL
Current liabilities	$	209,493	$	34,246	$	14,124		$	—		$	257,863
Due to Mohegan Tribe	—		—		31,408			—			31,408
Long-term debt and capital leases, net of current portions	1,603,573		—		45,428			—			1,649,001
Relinquishment liability, net of current portion	22,228		—		—			—			22,228
Intercompany payables	—		232,765		30,710			(263,475		)	—
Accumulated losses in excess of investment in subsidiaries	—		4,066		—			(4,066		)	—
Other long-term liabilities	2,800		—		1,646			—			4,446
Total liabilities	1,838,094		271,077		123,316			(267,541		)	1,964,946
Mohegan Tribal Gaming Authority capital	209,898		341,304		(11,428		)	(330,402		)	209,372
Non-controlling interests	—		—		—			166			166
Total liabilities and capital	$	2,047,992	$	612,381	$	111,888		$	(597,777	)	$	2,174,484

___________

(1)   Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	September 30, 2012
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)		Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Property and equipment, net	$	1,233,688	$	233,202	$	23,508	$	—		$	1,490,398
Intercompany receivables	223,131		12,448		—		(235,579		)	—
Investment in subsidiaries	351,703		557		—		(352,260		)	—
Other intangible assets, net	120,623		285,305		—		—			405,928
Other assets, net	208,576		71,673		77,342		(210		)	357,381
Total assets	$	2,137,721	$	603,185	$	100,850	$	(588,049	)	$	2,253,707
LIABILITIES AND CAPITAL
Current liabilities	$	261,433	$	32,771	$	6,359	$	—		$	300,563
Due to Mohegan Tribe	—		—		31,450		—			31,450
Long-term debt and capital leases, net of current portions	1,607,004		—		45,000		—			1,652,004
Relinquishment liability, net of current portion	57,470		—		—		—			57,470
Intercompany payables	—		222,787		12,792		(235,579		)	—
Other long-term liabilities	2,607		—		350		—			2,957
Total liabilities	1,928,514		255,558		95,951		(235,579		)	2,044,444
Mohegan Tribal Gaming Authority capital	209,207		347,627		4,899		(353,052		)	208,681
Non-controlling interests	—		—		—		582			582
Total liabilities and capital	$	2,137,721	$	603,185	$	100,850	$	(588,049	)	$	2,253,707

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

	For the Three Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	264,735		$	79,871		$	382		$	(743	)	$	344,245
Operating costs and expenses:
Gaming and other operations	150,691			55,361			—			(683		)	205,369
Advertising, general and administrative	42,646			8,853			2,532			(60		)	53,971
Depreciation and amortization	16,958			3,392			—			—			20,350
Loss on disposition of assets	126			18			—			—			144
Severance	—			51			—			—			51
Pre-opening	—			173			—			—			173
Total operating costs and expenses	210,421			67,848			2,532			(743		)	280,058
Income (loss) from operations	54,314			12,023			(2,150		)	—			64,187
Accretion of discount to the relinquishment liability	(1,243		)	—			—			—			(1,243		)
Interest expense, net of capitalized interest	(29,338		)	(11,092		)	(2,579		)	630			(42,379		)
Loss on interests in subsidiaries	(1,462		)	(1,747		)	—			3,209			—
Other income, net	26			683			1,507			(630		)	1,586
Net income (loss)	22,297			(133		)	(3,222		)	3,209			22,151
Loss attributable to non-controlling interests	—			—			—			146			146
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	22,297		$	(133	)	$	(3,222	)	$	3,355		$	22,297

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	For the Three Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	263,090		$	82,271		$	—		$	(925	)	$	344,436
Operating costs and expenses:
Gaming and other operations	160,866			58,554			—			(925		)	218,495
Advertising, general and administrative	43,189			8,823			1,369			—			53,381
Depreciation and amortization	17,384			4,309			—			—			21,693
Loss on disposition of assets	18			13			—			—			31
Total operating costs and expenses	221,457			71,699			1,369			(925		)	293,600
Income (loss) from operations	41,633			10,572			(1,369		)	—			50,836
Accretion of discount to the relinquishment liability	(2,062		)	—			—			—			(2,062		)
Interest expense	(20,775		)	(19,974		)	(977		)	145			(41,581		)
Loss on early exchange of debt	(17		)	—			—			—			(17		)
Loss on interests in subsidiaries	(9,451		)	(226		)	—			9,677			—
Other income, net	33			177			1,784			(145		)	1,849
Net income (loss)	9,361			(9,451		)	(562		)	9,677			9,025
Loss attributable to non-controlling interests	—			—			—			336			336
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	9,361		$	(9,451	)	$	(562	)	$	10,013		$	9,361

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	For the Nine Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	770,316		$	224,324		$	1,163		$	(1,108	)	$	994,695
Operating costs and expenses:
Gaming and other operations	439,040			160,320			—			(928		)	598,432
Advertising, general and administrative	129,361			24,091			9,623			(180		)	162,895
Depreciation and amortization	50,444			10,021			—			—			60,465
Loss on disposition of assets	259			18			—			—			277
Severance	(146		)	175			—			—			29
Pre-opening	—			245			—			—			245
Total operating costs and expenses	618,958			194,870			9,623			(1,108		)	822,343
Income (loss) from operations	151,358			29,454			(8,460		)	—			172,352
Accretion of discount to the relinquishment liability	(3,730		)	—			—			—			(3,730		)
Interest expense, net of capitalized interest	(88,942		)	(32,999		)	(7,745		)	1,473			(128,213		)
Loss on early exchange of debt	(403		)	—			—			—			(403		)
Loss on interests in subsidiaries	(12,949		)	(4,469		)	—			17,418			—
Other income, net	128			1,536			2,498			(1,473		)	2,689
Net income (loss)	45,462			(6,478		)	(13,707		)	17,418			42,695
Loss attributable to non-controlling interests	—			—			—			2,767			2,767
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	45,462		$	(6,478	)	$	(13,707	)	$	20,185		$	45,462

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	For the Nine Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net revenues	$	809,936		$	238,457		$	—		$	(927	)	$	1,047,466
Operating costs and expenses:
Gaming and other operations	485,354			171,467			—			(927		)	655,894
Advertising, general and administrative	132,123			24,761			2,955			—			159,839
Depreciation and amortization	51,335			12,742			—			—			64,077
Loss on disposition of assets	36			284			—			—			320
Total operating costs and expenses	668,848			209,254			2,955			(927		)	880,130
Income (loss) from operations	141,088			29,203			(2,955		)	—			167,336
Accretion of discount to the relinquishment liability	(6,186		)	—			—			—			(6,186		)
Interest expense	(51,767		)	(49,379		)	(2,480		)	579			(103,047		)
Loss on early exchange of debt	(14,323		)	—			—			—			(14,323		)
Loss on interests in subsidiaries	(20,640		)	(1,103		)	—			21,743			—
Other income, net	283			639			3,185			(579		)	3,528
Net income (loss)	48,455			(20,640		)	(2,250		)	21,743			47,308
Loss attributable to non-controlling interests	—			—			—			1,147			1,147
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	48,455		$	(20,640	)	$	(2,250	)	$	22,890		$	48,455

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	For the Nine Months Ended June 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	56,345		$	38,754		$	(9,490	)	$	—		$	85,609
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(19,298		)	(3,570		)	(16,317		)	—			(39,185		)
Decrease in restricted cash, net	—			2,727			18,942			—			21,669
Investments in unconsolidated affiliates	—			—			(4,965		)	—			(4,965		)
Other cash flows provided by (used in) investing activities	53,662			(15,257		)	(1,655		)	(38,131		)	(1,381		)
Net cash flows provided by (used in) investing activities	34,364			(16,100		)	(3,995		)	(38,131		)	(23,862		)
Cash flows provided by (used in) financing activities:
Bank Credit Facility borrowings - revolving loan	3,000			—			—			—			3,000
Bank Credit Facility repayments - revolving loan	(3,000		)	—			—			—			(3,000		)
Bank Credit Facility repayments - term loan	(3,000		)	—			—			—			(3,000		)
Repayments to Mohegan Tribe	—			—			(7,462		)	—			(7,462		)
Repayments of other long-term debt	(15,775		)	—			(23		)	—			(15,798		)
Principal portion of relinquishment liability payments	(27,951		)	—			—			—			(27,951		)
Distributions to Mohegan Tribe	(35,000		)	—			—			—			(35,000		)
Payments of financing fees	(3,291		)	—			(200		)	—			(3,491		)
Other cash flows provided by (used in) financing activities	(39,371		)	(22,866		)	21,268			38,131			(2,838		)
Net cash flows provided by (used in) financing activities	(124,388		)	(22,866		)	13,583			38,131			(95,540		)
Net increase (decrease) in cash and cash equivalents	(33,679		)	(212		)	98			—			(33,793		)
Cash and cash equivalents at beginning of period	91,836			21,757			491			—			114,084
Cash and cash equivalents at end of period	$	58,157		$	21,545		$	589		$	—		$	80,291

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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

	For the Nine Months Ended June 30, 2012
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Net cash flows provided by (used in) operating activities	$	103,561		$	43,100		$	(2,370	)	$	—		$	144,291
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(34,536		)	(6,102		)	—			—			(40,638		)
Other cash flows provided by (used in) investing activities	34,702			5,182			(562		)	(37,384		)	1,938
Net cash flows provided by (used in) investing activities	166			(920		)	(562		)	(37,384		)	(38,700		)
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	(2,000		)	—			—			—			(2,000		)
Term Loan Facility borrowings, net of discount	220,500			—			—			—			220,500
Line of Credit borrowings	225,215			—			—			—			225,215
Line of Credit repayments	(225,215		)	—			—			—			(225,215		)
Borrowings from Mohegan Tribe	—			—			20,600			—			20,600
Repayments of other long-term debt	(66,454		)	—			—			—			(66,454		)
Salishan-Mohegan Bank Credit Facility repayments - revolving loan	—			—			(15,250		)	—			(15,250		)
Principal portion of relinquishment liability payments	(28,756		)	—			—			—			(28,756		)
Distributions to Mohegan Tribe	(40,450		)	—			—			—			(40,450		)
Payments of financing fees	(50,178		)	—			—			—			(50,178		)
Other cash flows provided by (used in) financing activities	5,495			(40,754		)	(2,372		)	37,384			(247		)
Net cash flows provided by (used in) financing activities	(96,843		)	(40,754		)	2,978			37,384			(97,235		)
Net increase in cash and cash equivalents	6,884			1,426			46			—			8,356
Cash and cash equivalents at beginning of period	89,018			22,931			225			—			112,174
Cash and cash equivalents at end of period	$	95,902		$	24,357		$	271		$	—		$	120,530

___________

(1) Includes the Pocono Downs Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming.

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