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, 2015

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, 2015 and September 30, 2014 (unaudited)	3
	Condensed Consolidated Statements of Income (Loss) for the Three Months and Nine Months Ended June 30, 2015 and 2014 (unaudited)	4
	Condensed Consolidated Statements of Changes in Capital for the Three Months and Nine Months Ended June 30, 2015 and 2014 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2015 and 2014 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	51
Item 4.	Controls and Procedures	51
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	52
Item 1A.	Risk Factors	52
Item 6.	Exhibits	52
Signatures.	Mohegan Tribal Gaming Authority	53

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

	June 30, 2015			September 30, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	70,160		$	49,108
Restricted cash	4,786			675
Receivables, net	30,273			30,640
Inventories	15,516			14,544
Other current assets	17,977			16,997
Total current assets	138,712			111,964
Non-current assets:
Property and equipment, net	1,349,997			1,424,068
Goodwill	39,459			39,459
Other intangible assets, net	406,856			405,109
Other assets, net	96,322			75,360
Total assets	$	2,031,346		$	2,055,960
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	19,366		$	29,308
Current portion of relinquishment liability	—			25,194
Due to Mohegan Tribe	5,875			2,250
Current portion of capital leases	816			793
Trade payables	14,146			24,086
Construction payables	2,530			5,832
Accrued interest payable	28,718			8,659
Other current liabilities	146,735			127,175
Total current liabilities	218,186			223,297
Non-current liabilities:
Long-term debt, net of current portion	1,635,288			1,675,958
Due to Mohegan Tribe, net of current portion	18,920			23,420
Capital leases, net of current portion	1,730			2,345
Other long-term liabilities	7,166			6,113
Total liabilities	1,881,290			1,931,133
Commitments and Contingencies
Capital:
Retained earnings	150,490			125,058
Mohegan Tribal Gaming Authority capital	150,490			125,058
Non-controlling interests	(434		)	(231		)
Total capital	150,056			124,827
Total liabilities and capital	$	2,031,346		$	2,055,960

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

3

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(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, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Revenues:
Gaming	$	284,713		$	284,801		$	837,463		$	837,954
Food and beverage	23,021			23,273			66,811			68,605
Hotel	12,700			12,160			37,199			34,763
Retail, entertainment and other	29,825			31,542			82,231			87,065
Gross revenues	350,259			351,776			1,023,704			1,028,387
Less-Promotional allowances	(25,220		)	(25,440		)	(71,510		)	(72,545		)
Net revenues	325,039			326,336			952,194			955,842
Operating costs and expenses:
Gaming	164,229			171,533			485,994			513,574
Food and beverage	10,323			10,359			31,363			31,207
Hotel	3,788			3,950			10,767			11,744
Retail, entertainment and other	12,447			13,318			34,268			37,446
Advertising, general and administrative	46,522			48,929			140,946			143,740
Corporate	7,119			9,259			23,400			29,551
Depreciation and amortization	19,086			20,070			58,703			60,067
(Gain) loss on disposition of assets	26			(64		)	845			(12		)
Severance	—			—			3,370			—
Pre-opening	—			—			—			1,187
Impairment of Project Horizon	—			—			2,502			—
Relinquishment liability reassessment	—			—			(243		)	—
Total operating costs and expenses	263,540			277,354			791,915			828,504
Income from operations	61,499			48,982			160,279			127,338
Other income (expense):
Accretion of discount to the relinquishment liability	—			(552		)	(227		)	(1,654		)
Interest income	1,906			1,701			5,554			4,947
Interest expense, net of capitalized interest	(35,660		)	(36,426		)	(107,692		)	(111,692		)
Loss on early extinguishment of debt	—			(2		)	—			(62,277		)
Other income (expense), net	(50		)	59			(1,260		)	(819		)
Total other expense	(33,804		)	(35,220		)	(103,625		)	(171,495		)
Net income (loss)	27,695			13,762			56,654			(44,157		)
Loss attributable to non-controlling interests	439			130			1,278			421
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	28,134		$	13,892		$	57,932		$	(43,736	)

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, 2015	$	134,861		$	134,856		$	5
Net income (loss)	27,695			28,134			(439		)
Distributions to Mohegan Tribe	(12,500		)	(12,500		)	—
Balance, June 30, 2015	$	150,056		$	150,490		$	(434	)
Balance, September 30, 2014	$	124,827		$	125,058		$	(231	)
Contributions from members	1,075			—			1,075
Net income (loss)	56,654			57,932			(1,278		)
Distributions to Mohegan Tribe	(32,500		)	(32,500		)	—
Balance, June 30, 2015	$	150,056		$	150,490		$	(434	)
Balance, March 31, 2014	$	121,466		$	121,608		$	(142	)
Net income (loss)	13,762			13,892			(130		)
Distributions to Mohegan Tribe	(12,500		)	(12,500		)	—
Balance, June 30, 2014	$	122,728		$	123,000		$	(272	)
Balance, September 30, 2013	$	199,385		$	199,236		$	149
Net loss	(44,157		)	(43,736		)	(421		)
Distributions to Mohegan Tribe	(32,500		)	(32,500		)	—
Balance, June 30, 2014	$	122,728		$	123,000		$	(272	)

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 Nine Months Ended			For the Nine Months Ended
	June 30, 2015			June 30, 2014
Cash flows provided by (used in) operating activities:
Net income (loss)	$	56,654		$	(44,157	)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	58,703			60,067
Relinquishment liability reassessment	(243		)	—
Accretion of discount to the relinquishment liability	227			1,654
Cash paid for accretion of discount to the relinquishment liability	(778		)	(2,071		)
Loss on early extinguishment of debt	—			58,481
Payments of tender offer costs and discounts	—			(48,155		)
Amortization of debt issuance costs and accretion of bond discounts	5,757			6,164
Provision for losses on receivables	3,399			2,953
Impairment of Project Horizon	2,502			—
(Gain) loss on disposition of assets	845			(12		)
Loss from unconsolidated affiliates	1,302			794
Changes in operating assets and liabilities:
Increase in receivables	(282		)	(5,389		)
Increase in inventories	(972		)	(1,713		)
Increase in other assets	(6,317		)	(4,660		)
Increase (decrease) in trade payables	(9,803		)	7,671
Increase in accrued interest	20,059			7,709
Increase in other liabilities	13,430			8,987
Net cash flows provided by operating activities	144,483			48,323
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including decreases in construction payables of $3,302 and $4,645, respectively	(12,081		)	(28,901		)
Issuance of third-party loans and advances	(2,201		)	(1,392		)
Payments received on third-party loans	117			606
(Increase) decrease in restricted cash, net	(782		)	14,150
Proceeds from asset sales	1,577			105
Investments in the New England Black Wolves	(500		)	—
Investments in unconsolidated affiliates	—			(29		)
Net cash flows used in investing activities	(13,870		)	(15,461		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility repayments - Term	—			(393,000		)
Prior Term Loan Facility repayments, net of discount	—			(222,103		)
Senior Secured Credit Facility borrowings - Revolving	299,000			193,000
Senior Secured Credit Facility repayments - Revolving	(328,000		)	(173,000		)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount	—			124,343
Senior Secured Credit Facility repayments - Term Loan A	(5,469		)	(1,563		)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	—			720,952
Senior Secured Credit Facility repayments - Term Loan B	(3,650		)	(3,650		)
Line of Credit borrowings	332,124			258,415
Line of Credit repayments	(335,165		)	(258,415		)
Repayments to Mohegan Tribe	(875		)	(2,750		)
Repayments of other long-term debt	(9,900		)	(191,088		)
Principal portion of relinquishment liability payments	(24,400		)	(29,129		)
Distributions to Mohegan Tribe	(32,500		)	(32,500		)
Payments of financing fees	—			(12,631		)
Payments on capital lease obligations	(726		)	(1,709		)
Net cash flows used in financing activities	(109,561		)	(24,828		)
Net increase in cash and cash equivalents	21,052			8,034
Cash and cash equivalents at beginning of period	49,108			63,624
Cash and cash equivalents at end of period	$	70,160		$	71,658
Supplemental disclosure:
Cash paid during the period for interest	$	80,600		$	97,197

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 an approximately 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, 2015, the following subsidiaries were wholly-owned by the Authority: Mohegan Basketball Club, LLC (“MBC”), Mohegan Golf, LLC (“Mohegan Golf”), Mohegan Lacrosse, LLC (“Mohegan Lacrosse”), 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 Golf Club in Southeastern Connecticut.

In October 2014, the Authority formed Mohegan Lacrosse as a wholly-owned unrestricted subsidiary. Mohegan Lacrosse holds a 50% membership interest in New England Black Wolves, LLC (“NEBW”), which was formed with an unrelated third-party to own and operate the New England Black Wolves, a professional indoor lacrosse team in the National Lacrosse League.

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 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 Pocono, a gaming and entertainment facility situated on an approximately 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 a subsidiary of the Tribe hold 49.15% and 10.85% membership interests in Salishan-Mohegan, LLC (“Salishan-Mohegan”), respectively. Salishan-Mohegan 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 100% membership interests in Salishan-Mohegan Two, LLC and Interchange Development Group, LLC, both of which were 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”).

MTGA Gaming holds a 100% membership interest in Mohegan Gaming & Hospitality, LLC (“MG&H”), 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.

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

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

7

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

properties in the United States. Mohegan Gaming Advisors holds 100% membership interests in MGA Holding NJ, LLC ("MGA Holding NJ") 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 acquired a 10% ownership interest in Resorts Casino Hotel in Atlantic City, New Jersey.

Mohegan Gaming Advisors also holds 100% membership interests in MGA Holding MA, LLC (“MGA Holding MA”) and MGA Gaming MA, LLC (“MGA Gaming MA”). MGA Holding MA holds a 100% membership interest in MGA Palmer Partners, LLC (“MGA Palmer Partners”). MGA Palmer Partners holds a 100% membership interest in Mohegan Sun Massachusetts, LLC (together with MGA Holding MA, MGA Gaming MA and MGA Palmer Partners, 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 a 100% membership interest in Inspire Integrated Resort Co., Ltd ("Inspire Integrated Resort"). Inspire Integrated Resort was formed to pursue potential gaming opportunities in South Korea.

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. In addition, certain amounts in the accompanying 2014 supplemental condensed consolidating financial statements have been reclassified to conform to the 2015 presentation.

The gaming market in the Northeastern United States is seasonal in nature, with peak gaming activities often occurring at Mohegan Sun and Mohegan Sun Pocono during the months of May through August. Accordingly, the Authority's operating results for the three months and nine months ended June 30, 2015 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

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, 2014.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Authority and its majority and wholly-owned subsidiaries and entities. In accordance with authoritative guidance issued by the Financial Accounting Standards Board (the “FASB”) pertaining to consolidation of variable interest entities, the accounts of Salishan-Mohegan are consolidated into the accounts of Mohegan Ventures-NW and the accounts of NEBW are consolidated into the accounts of Mohegan Lacrosse as Mohegan Ventures-NW and Mohegan Lacrosse are deemed to be the primary beneficiaries. In consolidation, all inter-company 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 others and were primarily included in other assets, net, in the accompanying condensed consolidated balance sheets. The following table presents a reconciliation of long-term receivables, including current portions, and the related reserves for doubtful collection of these long-term receivables (in thousands):

	Long-Term Receivables
	Affiliates		Others			Total
Balance, March 31, 2015 (1)	$	91,567	$	2,590		$	94,157
Additions:
Issuance of affiliate advances and other loans, including interest receivable	3,803		68			3,871
Deductions:
Payments received	—		(40		)	(40		)
Adjustments	—		(779		)	(779		)
Balance, June 30, 2015 (1)	$	95,370	$	1,839		$	97,209
Balance, September 30, 2014 (1)	$	66,596	$	2,612		$	69,208
Additions:
Issuance of affiliate advances and other loans, including interest receivable	8,823		123			8,946
Cowlitz Project land value transfer (2)	19,951		—			19,951
Deductions:
Payments received	—		(117		)	(117		)
Adjustments	—		(779		)	(779		)
Balance, June 30, 2015 (1)	$	95,370	$	1,839		$	97,209

__________

(1) Includes interest receivable of $41.0 million, $39.3 million and $35.7 million as of June 30, 2015, March 31, 2015 and September 30, 2014, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010.

(2) Relates to the transfer of land for the proposed Cowlitz Project site between Salishan-Mohegan and the Cowlitz Tribe (refer to Note 7).

	Reserves for Doubtful Collection of Long-Term Receivables
	Affiliates		Others			Total
Balance, March 31, 2015	$	28,557	$	821		$	29,378
Additions:
Charges to bad debt expense	923		5			928
Deductions:
Adjustments	—		(781		)	(781		)
Balance, June 30, 2015	$	29,480	$	45		$	29,525
Balance, September 30, 2014	$	26,833	$	796		$	27,629
Additions:
Charges to bad debt expense	2,647		35			2,682
Deductions:
Adjustments	—		(786		)	(786		)
Balance, June 30, 2015	$	29,480	$	45		$	29,525

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

9

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

• 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 and certain credit facilities approximates fair value. The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands):

	June 30, 2015
	Carrying Value		Fair Value
Senior Secured Credit Facility - Revolving	$	8,000	$	7,910
Senior Secured Credit Facility - Term Loan A	$	113,654	$	113,064
Senior Secured Credit Facility - Term Loan B	$	712,270	$	714,556
2013 9 3/4% Senior Unsecured Notes	$	500,000	$	528,750
2012 11% Senior Subordinated Notes	$	272,233	$	276,222

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, 2015.

Impairment of Project Horizon

In September 2008, the Authority suspended certain elements of its Project Horizon expansion due to a slowdown in business volumes and uncertainties in the financial markets. Costs incurred on the suspended elements related to excavation and foundation work for a planned podium and new hotel tower, as well as professional fees for design and architectural work. During its fourth quarter ended September 30, 2010, the Authority re-evaluated its plans with respect to the development of the new hotel element of the project, and based on a modified plan, which encompassed a smaller hotel to be located closer to the existing hotel, determined that certain assets related to the suspended elements did not have any future benefit to the Authority. Accordingly, in fiscal 2010, the Authority recorded a related $58.1 million impairment charge. During its fourth quarter ended September 30, 2014, the Authority further re-evaluated its modified plan, which included a hotel to be developed and owned by an instrumentality of the Tribe, as well as a third-party developed and owned retail center, and, based on new design plans, including the final location of the planned hotel, determined that certain design and earthwork related assets did not have any future benefit to the Authority. Accordingly, in fiscal 2014, the Authority recorded an additional $5.0 million impairment charge.

In March 2015, the Mohegan Tribal Finance Authority (“MTFA”), a wholly-owned instrumentality of the Tribe, agreed to develop the planned hotel. The Authority received approximately $1.3 million as payment for the carrying value of the remaining hotel related assets which were transferred to MTFA. Concurrent with this transaction, the Authority re-evaluated the planned third-party developed and owned retail center, including master planning costs, and determined that these elements of the project were no longer feasible at this time. Accordingly, the Authority determined that the related assets did not have any future benefit, and, during its second quarter ended March 31, 2015, the Authority recognized a related $2.5 million impairment charge, which was recorded in the accompanying condensed consolidated statement of income for the nine months ended June 30, 2015. As of March 31, 2015, there were no assets remaining related to the suspended elements of Project Horizon.

New Accounting Standards

In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance will be required to be applied on a retrospective basis, using one of two methodologies, and was to be effective for annual reporting periods beginning after December 15, 2016, with early application not being permitted. However, in July 2015, the FASB deferred the effective date by one year. This guidance will now be effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods thereafter. Entities are permitted to adopt the guidance as of the original effective date. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations.

In August 2014, the FASB issued an accounting standard update which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The update requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. It

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(unaudited)

also requires management to provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. This guidance will be required for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations.

In February 2015, the FASB issued an accounting standards update which amends existing requirements applicable to reporting entities that are required to evaluate whether certain legal entities should be consolidated. This guidance will be required to be applied either on a retrospective or modified retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations.

In April 2015, the FASB issued an accounting standard update to clarify the required presentation of debt issuance costs. The update requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying amount of the related debt liability rather than as an asset. This guidance will be required to be applied on a retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority plans to adopt this guidance for its annual reporting period ending September 30, 2015 and is currently evaluating the impact on its financial position and results of operations.

NOTE 3—LONG-TERM DEBT:

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

	June 30, 2015			September 30, 2014
Senior Secured Credit Facility - Revolving, due June 2018	$	8,000		$	37,000
Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount of $408 and $523, respectively	113,654			119,789
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively	712,270			716,188
2013 9 3/4% Senior Unsecured Notes, due September 2021	500,000			500,000
2005 6 7/8% Senior Subordinated Notes, due February 2015	—			9,654
2012 11 % Senior Subordinated Notes, due September 2018, net of discount of $2,957 and $3,506, respectively	272,233			271,684
Line of Credit	—			3,041
2009 Mohegan Tribe Promissory Note, due September 2015	875			1,750
2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2017	16,500			16,500
2013 Mohegan Tribe Promissory Note, due December 2018	7,420			7,420
Downs Lodging Credit Facility, due July 2016	45,000			45,000
Other	3,497			2,910
Long-term debt, excluding capital leases	1,679,449			1,730,936
Less: current portion of long-term debt	(25,241		)	(31,558		)
Long-term debt, net of current portion	$	1,654,208		$	1,699,378

Senior Secured Credit Facilities

In November 2013, the Authority entered into a loan agreement among the Authority, the Tribe, the Guarantors as defined below, RBS Citizens, N.A. as Administrative and Collateral Agent and the other lenders and financial institutions party thereto, providing for $955.0 million in aggregate principal amount of senior secured credit facilities (the “Senior Secured Credit Facilities”), comprised of a $100.0 million senior secured revolving credit facility (the “Revolving Facility”), a $125.0 million senior secured term loan A facility (the “Term Loan A Facility”) and a $730.0 million senior secured term loan B facility (the “Term Loan B Facility"). The Senior Secured Credit Facilities mature on June 15, 2018, subject to extension based on the satisfaction of certain conditions to November 19, 2018 (in the case of the Revolving Facility and the Term Loan A Facility) and November 19, 2019 (in the case of the Term Loan B Facility).

The Term Loan A Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 5.0% of the original principal amount for the first year after the closing date, 7.5% of the original principal amount for the second year after the closing date and 10.0% of the original principal amount in each year thereafter, with the balance payable on the maturity date of the Term Loan A Facility. The Term Loan B Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount. Amortization of the Term Loan A Facility and Term Loan B Facility began with the first full fiscal quarter after the closing date.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

As of June 30, 2015, amounts outstanding under the Revolving Facility, Term Loan A Facility and Term Loan B Facility totaled $8.0 million, $114.1 million and $719.1 million, respectively. As of June 30, 2015, letters of credit issued under the Revolving Facility totaled $3.0 million, of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the Revolving Facility, and after taking into account restrictive financial covenant requirements, the Authority had approximately $89.0 million of borrowing capacity under its Revolving Facility and Line of Credit as of June 30, 2015.

Borrowings under the Senior Secured Credit Facilities incur interest as follows: (i) for base rate loans under the Revolving Facility and Term Loan A Facility, a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 basis points and (c) the one-month LIBOR rate plus 100 basis points (the highest of (a), (b) and (c), the “base rate”), plus a leverage-based margin of 250 to 350 basis points; (ii) for Eurodollar rate loans under the Revolving Facility and Term Loan A Facility, the applicable LIBOR rate plus a leverage-based margin of 350 to 450 basis points; (iii) for base rate loans under the Term Loan B Facility, the base rate (subject to a 2.0% floor) plus 350 basis points; and (iv) for Eurodollar rate loans under the Term Loan B Facility, the applicable LIBOR rate (subject to a 1.0% floor) plus 450 basis points. The Authority also is required to pay a leverage-based commitment fee of between 37.5 and 50 basis points for unused commitments under the Revolving Facility. Interest on base rate loans is payable quarterly in arrears. Interest on Eurodollar rate loans of three months or less is payable at the end of each applicable interest period and for Eurodollar rate loans of more than three months, interest is payable at intervals of three months duration after the beginning of such interest period.

As of June 30, 2015, the $8.0 million outstanding under the Revolving Facility was comprised of a $3.0 million base rate loan based on a base rate of 3.25% plus 325 basis points and $5.0 million in Eurodollar rate loans based on a Eurodollar rate of 0.19% plus 425 basis points. The commitment fee was 0.50% as of June 30, 2015. As of June 30, 2015, the $114.1 million outstanding under the Term Loan A Facility was based on a Eurodollar rate of 0.28% plus 425 basis points. As of June 30, 2015, the $719.1 million outstanding under the Term Loan B Facility was based on the Eurodollar rate floor of 1.0% plus 450 basis points. As of June 30, 2015 and September 30, 2014, accrued interest, including commitment fees, on the Senior Secured Credit Facilities was $166,000 and $212,000, respectively.

The Authority's obligations under the Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, by the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming (collectively, the “Guarantors”). The Senior Secured Credit Facilities are 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 Pocono 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 Senior Secured Credit Facilities as they and future guarantor subsidiaries acquire them.

The Senior Secured Credit Facilities contain customary covenants applicable to the Authority and its restricted subsidiaries, including 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 Senior Secured Credit Facilities include financial maintenance covenants pertaining to total leverage, secured leverage and minimum fixed charge coverage.

As of June 30, 2015, the Authority and the Tribe were in compliance with all respective covenant requirements under the Senior Secured Credit Facilities.

The Authority continues to monitor revenues and manage expenses and enhance operating efficiencies to ensure continued compliance with its financial covenant requirements under the Senior Secured Credit Facilities. While the Authority anticipates that it will remain in compliance with all covenant requirements under its Senior Secured Credit Facilities for all periods prior to maturity, it may need to increase revenues or offset any future declines in revenues by implementing additional cost saving and other initiatives to ensure 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 Senior Secured 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 Senior Secured 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.

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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Senior Unsecured Notes

2013 9 ³/4% Senior Unsecured Notes

In August 2013, the Authority issued $500.0 million Senior Unsecured Notes with fixed interest payable at a rate of 9.75%per annum (the “2013 Senior Unsecured Notes”). The 2013 Senior Unsecured Notes mature on September 1, 2021. The Authority may redeem the 2013 Senior Unsecured Notes, in whole or in part, at any time prior to September 1, 2016 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest to the date of redemption. On or after September 1, 2016, the Authority may redeem the 2013 Senior Unsecured Notes, in whole or in part, at specified redemption prices, together with accrued interest to the date of redemption. If the Authority experiences specific kinds of change of control triggering events, the Authority must offer to repurchase the 2013 Senior Unsecured Notes at a price equal to 101% of the principal amount thereof, plus accrued interest to the purchase date. In addition, if the Authority undertakes certain types of asset sales and does not use the related sale proceeds for specified purposes, the Authority may be required to offer to repurchase the 2013 Senior Unsecured Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2013 Senior Unsecured Notes is payable semi-annually on March 1^st and September 1^st. On March 11, 2014, the Authority completed an offer to exchange the 2013 Senior Unsecured Notes for a new issue of substantially identical debt securities registered under the Securities Act of 1933, with all outstanding notes being exchanged. As of June 30, 2015 and September 30, 2014, accrued interest on the 2013 Senior Unsecured Notes was $16.3 million and $4.1 million, respectively.

The 2013 Senior Unsecured Notes are uncollateralized general obligations of the Authority and are effectively subordinated to all of the Authority’s and the Guarantors' and future guarantor subsidiaries' senior secured indebtedness, including the Senior Secured Credit Facilities, to the extent of the value of the collateral securing such indebtedness. The 2013 Senior Unsecured Notes also are effectively subordinated to any indebtedness and other liabilities (including trade payables) of the Authority’s subsidiaries that do not guarantee the 2013 Senior Unsecured Notes. The 2013 Senior Unsecured Notes rank equally in right of payment with the Authority’s other unsecured, unsubordinated indebtedness, including trade payables. The 2013 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The 2013 Senior Unsecured Notes indenture contains certain covenants that, subject to certain significant exceptions, limit, among other things, the Authority’s and Guarantors’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or transfer and sell assets. The 2013 Senior Unsecured Notes indenture includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness, the occurrence of which is caused by a failure to pay principal, premium or interest or results in the acceleration of such indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults.

Senior Subordinated Notes

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”). In March 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. Subsequent to the Authority's March 2012 private exchange offer, $9.7 million of the 2005 Senior Subordinated Notes remained outstanding, which amount, including accrued interest, was repaid at maturity on February 15, 2015 with cash on hand and drawings under the Revolving Facility. As of September 30, 2014, accrued interest on the 2005 Senior Subordinated Notes was $83,000.

2012 11% Senior Subordinated Notes

In March 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 the Authority's then outstanding 2004 7 1/8% 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

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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Senior Subordinated Notes is payable semi-annually on March 15^th and September 15^th. 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.

In August 2013, the Authority repurchased an aggregate principal amount of $69.0 million 2012 Senior Subordinated Notes. An aggregate principal amount of $275.2 million 2012 Senior Subordinated Notes remains outstanding as of June 30, 2015. As of June 30, 2015 and September 30, 2014, accrued interest on the 2012 Senior Subordinated Notes was $8.9 million and $1.3 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 Senior Secured Credit Facilities and 2013 Senior Unsecured 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 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, 2015, 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

In November 2013, the Authority entered into a $16.5 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit is coterminous with the Senior Secured Credit Facilities. Pursuant to provisions of the Senior Secured Credit Facilities, under certain circumstances, the Line of Credit may be converted into loans under the Senior Secured Credit Facilities. 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. As of June 30, 2015, no amount was drawn on the Line of Credit. Borrowings under the Line of Credit are uncollateralized obligations. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the Senior Secured Credit Facilities. As of June 30, 2015, the Authority was in compliance with all covenant requirements under the Line of Credit. As of June 30, 2015 and September 30, 2014, accrued interest on the Line of Credit was $18,000 and $23,000, respectively.

2009 Mohegan Tribe Promissory Note

In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan (the “2009 Mohegan Tribe Promissory Note”). The 2009 Mohegan Tribe Promissory Note was amended in June 2014 to extend the maturity date to September 30, 2015. The 2009 Mohegan Tribe Promissory Note accrues interest at an annual rate of 10.0%. As amended, accrued interest is payable as follows: (i) $1.2 million per quarter, commencing December 31, 2013 through March 31, 2014 and (ii) $1.3 million on June 30, 2015, with the balance of accrued and unpaid interest due at maturity. As amended, principal outstanding under the 2009 Mohegan Tribe Promissory Note amortizes as follows: (i) $1.625 million per quarter, commencing December 31, 2012 through September 30, 2013, (ii) $875,000 per quarter, commencing December 31, 2013 through March 31, 2014, (iii) $875,000 on June 30, 2015 and (iv) $875,000 at maturity. As of June 30, 2015 and September 30, 2014, accrued interest on the 2009 Mohegan Tribe Promissory Note was $1.3 million and $2.5 million, respectively.

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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

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 was amended in June 2014 to extend the maturity date to March 31, 2017. The 2012 Mohegan Tribe Minor's Trust Promissory Note accrues interest at an annual rate of 10.0%. As amended, accrued interest is payable as follows: (i) quarterly, commencing June 30, 2012 through March 31, 2014, (ii) on July 1, 2014 on the unpaid balance for the period April 1, 2014 through June 30, 2014, (iii) $800,000 per quarter, commencing September 30, 2015 through March 31, 2016 and (iv) quarterly, thereafter on the unpaid balance. As amended, principal outstanding under the 2012 Mohegan Tribe Minor's Trust Promissory Note amortizes as follows: (i) $500,000 per quarter, commencing December 31, 2012 through March 31, 2014, (ii) $500,000 on July 1, 2014 and September 30, 2015, (iii) $1.5 million per quarter, commencing December 31, 2015 through September 30, 2016 and (iv) $10.0 million at maturity. As of June 30, 2015 and September 30, 2014, accrued interest on the 2012 Mohegan Tribe Minor's Trust Promissory Note was $1.7 million and $416,000, respectively.

2013 Mohegan Tribe Promissory Note

In March 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. As of June 30, 2015 and September 30, 2014, accrued interest on the 2013 Mohegan Tribe Promissory Note was $1,000.

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 from the Downs Lodging Credit Facility were used by Downs Lodging to fund Project Sunlight, a hotel and convention center expansion project at Mohegan Sun Pocono. 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, 2015, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging Credit Facility. As of June 30, 2015, accrued interest on the Downs Lodging Credit Facility was $375,000. As of September 30, 2014, there was no accrued interest on the Downs Lodging Credit Facility.

NOTE 4—RELATED PARTY TRANSACTIONS:

Distributions to the Tribe totaled $12.5 million and $32.5 million for each of the three months and nine months ended June 30, 2015 and 2014, 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 $7.2 million and $6.2 million for the three months ended June 30, 2015 and 2014, respectively, and $21.4 million and $20.5 million for the nine months ended June 30, 2015 and 2014, 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 $4.4 million for the three months ended June 30, 2015 and 2014, respectively, and $13.3 million and $15.2 million for the nine months ended June 30, 2015 and 2014, respectively.

The Authority incurred interest expense associated with borrowings from the Mohegan Tribe totaling $529,000 and $541,000 for the three months ended June 30, 2015 and 2014, respectively, and $1.6 million and $1.7 million for the nine months ended June 30, 2015 and 2014, respectively.

The Authority leases the land on which Mohegan Sun is located from the Tribe under a long-term lease agreement. In February 2015, the Authority entered into a fourth amendment to the land lease pursuant to which it released from the land lease an approximately 1.2-acre site to be used by the Tribe to finance, develop and own, through MTFA, an approximately 400-room hotel and related improvements. In connection with this transaction, effective March 5, 2015, the Authority entered into a sublease agreement with MTFA to sublease the site and the completed hotel and related improvements for the purpose of operating the

15

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

hotel on a triple net basis for a term of 28 years and 4 months, commencing upon the completion of the project. Rental payments under the sublease agreement also will commence upon the completion of the project. Completion and opening of the project is anticipated to occur in the fall of 2016. The Authority classified the sublease as an operating lease for financial reporting purposes in accordance with authoritative guidance issued by the FASB pertaining to the accounting for leases.

Minimum future rental expense that the Authority expects to incur under the sublease agreement is as follows (in thousands):

	Fiscal Years Ending September 30,
	2015		2016		2017		2018		2019		Thereafter		Total
Minimum future rental expense	$	—	$	—	$	6,327	$	6,908	$	7,011	$	224,682	$	244,928

NOTE 5—COMMITMENTS AND CONTINGENCIES:

Slot Win and Free Promotional Slot Play Contributions

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

In September 2009, the Authority entered into a settlement agreement with the State of Connecticut regarding contribution payments on the Authority's free promotional slot play program. Under the terms of the settlement agreement, effective July 1, 2009, the State of Connecticut agreed that no value shall be attributed to free promotional slot plays utilized by patrons at Mohegan Sun for purposes of calculating monthly contribution payments, provided that the aggregate amount of free promotional slot plays during any month does not exceed 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%. The threshold before contribution payments on free promotional slot plays are required is currently 11% of gross revenues from slot machines.

The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling $37.0 million and $36.6 million for the three months ended June 30, 2015 and 2014, respectively, and $107.8 million and $107.6 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $11.7 million and $11.6 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 Pocono. This license permits Downs Racing to install and operate up to 3,000 slot machines at Mohegan Sun Pocono, 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 Pocono 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 $31.1 million and $31.4 million for the three months ended June 30, 2015 and 2014, respectively, and $88.7 million and $91.8 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014, outstanding Pennsylvania Slot Machine Tax payments totaled $3.3 million and $4.6 million, respectively.

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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

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. 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”). The Pennsylvania Table Game Tax is currently 12%, plus the 2% local share assessments.

The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.8 million and $1.6 million for the three months ended June 30, 2015 and 2014, respectively, and $5.2 million and $4.6 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014, outstanding Pennsylvania Table Game Tax payments totaled $168,000 and $156,000, respectively.

Pennsylvania Regulatory Fee

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

The Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $1.2 million for each of the three months ended June 30, 2015 and 2014 and $3.4 million and $3.5 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $147,000.

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, 2015, 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 $155,000 and $159,000 for the three months ended June 30, 2015 and 2014, respectively, and $468,000 and $479,000 for the nine months ended June 30, 2015 and 2014, 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, 2015. As of June 30, 2015 and September 30, 2014, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $8.3 million and $8.1 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 was amended as of December 31, 2014. As amended, the Priority Distribution Agreement, which has a perpetual term, limits the minimum aggregate priority distribution payments in each calendar year to $40.0 million. 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.

17

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

The Authority reflected payments associated with the Priority Distribution Agreement totaling $10.0 million and $4.9 million for the three months ended June 30, 2015 and 2014, respectively, and $21.5 million and $14.6 million for the nine months ended June 30, 2015 and 2014, 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 Agreement superseded a then-existing management agreement with TCA requiring, 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. 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. The Relinquishment Agreement expired on December 31, 2014. As of June 30, 2015, no amount was outstanding under the Relinquishment Agreement. As of September 30, 2014, the carrying amount of the relinquishment liability was $25.2 million. The decrease in the relinquishment liability during the nine months ended June 30, 2015 was due to $25.2 million in relinquishment payments and a $243,000 relinquishment liability reassessment credit. This reduction in the relinquishment liability was offset by $227,000 representing the accretion of discount to the relinquishment liability.

Relinquishment payments consisted of the following (in millions):

	For the Nine Months Ended
	June 30, 2015		June 30, 2014
Principal	$	24.4	$	29.1
Accretion of discount	0.8		2.1
Total	$	25.2	$	31.2

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, 2015, no relinquishment payment was earned but unpaid. As of September 30, 2014, relinquishment payments earned but unpaid were $13.2 million.

NOTE 7—COWLITZ PROJECT:

In September 2004, Salishan-Mohegan entered into development and management agreements with the Cowlitz Tribe in connection with the Cowlitz Project, which agreements have been amended from time to time.

Under the terms of the development agreement, Salishan-Mohegan will assist in securing financing, as well as administer and oversee the planning, designing, development, construction and furnishing of the proposed casino. The development agreement provides for development fees of 3% of total project costs, as defined under the development agreement. Under the terms of Salishan-Mohegan's operating agreement, development fees will be distributed to Mohegan Ventures-NW. In 2006, pursuant to the development agreement, Salishan-Mohegan purchased an approximately 152-acre site for the proposed casino.

Under the terms of the management agreement, Salishan-Mohegan will manage, operate and maintain the proposed casino for a period of seven years following its opening. The management agreement provides for management fees of 24% of net revenues, as defined under the management agreement, which approximates net income earned from the Cowlitz Project. Under the terms of Salishan-Mohegan’s operating agreement, management fees will be allocated to the members of Salishan-Mohegan based on their respective membership interests. The management agreement is subject to approval by the National Indian Gaming Commission. In August 2014, the Cowlitz Tribe’s Class III Tribal-State gaming compact with the State of Washington became effective with notice of federal approval published in the Federal Register. According to the notice, the compact allows for two gaming facilities, allocates 975 gaming machines for leasing, authorizes the operation of up to 3,000 gaming machines and 125 table games, and is in effect until terminated by written agreement of both parties.

18

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Under the terms of the development agreement, certain receivables contributed to Salishan-Mohegan and amounts advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe are reimbursable to Salishan-Mohegan by the Cowlitz Tribe, subject to appropriate approvals defined under the development agreement. Reimbursements are contingent and are to be distributed upon: (1) the related property being taken into trust by the United States Department of the Interior and (2) the receipt of necessary financing for the development of the proposed casino. The Authority currently accrues interest on the Salishan-Mohegan receivables at an annual rate of 10.0%.

In March 2013, two lawsuits challenging a December 2010 decision of the Assistant Secretary - Indian Affairs of the Department of the Interior to take the Cowlitz Project site into trust were dismissed on procedural grounds. In April 2013, pursuant to judicial directive, the Department of the Interior issued a new Record of Decision to take the Cowlitz Project site into trust, determining for a second time that the site will serve as the initial reservation of the Cowlitz Tribe and that the tribe may conduct gaming on such lands under the Indian Gaming Regulatory Act. In June 2013, the plaintiffs in the earlier litigation filed two new lawsuits challenging the new Record of Decision, and, in July 2013, those lawsuits were consolidated. By Notice of Trust Acquisition filed with the court on October 22, 2014, while motions for summary judgment filed by the plaintiffs and the defendants were pending, the defendants provided the court notice of the United States Department of the Interior’s planned trust acquisition of the Cowlitz Project site, which was the subject of the litigation, on the earlier of: (1) January 21, 2015 and (2) 30 days after a court order granting summary judgment in favor of the defendants. On December 12, 2014, a U.S. District Court for the District of Columbia judge entered an order granting summary judgment in favor of the defendants, thereby upholding the Record of Decision and denying the plaintiffs’ motion. In December 2014 and February 2015, the plaintiffs filed separate appeals to the Court of Appeals for the District of Columbia Circuit. In February 2015, those appeals were consolidated by the Court of Appeals.

In March 2015, the Cowlitz Project site was taken into trust by the United States Department of the Interior for the benefit of the Cowlitz Tribe. In connection with this event, the Cowlitz Tribe leased a substantial portion of the Cowlitz Project site back to Salishan-Mohegan for a nominal rental fee. The initial term of the lease is 25 years with an option to extend the term for two additional 25-year periods. Under the lease, upon financing of the Cowlitz Project, Salishan-Mohegan shall assign the lease to the Cowlitz Tribe. If the Cowlitz Project does not proceed due to a final court determination that the site is not eligible for gaming, upon payment of certain consideration, the Cowlitz Tribe may purchase the leasehold interest in the premises and terminate the lease.

The carrying value of the land totaling approximately $20.0 million, which was included in property and equipment, net, in the accompanying condensed consolidated balance sheet as of September 30, 2014, was transferred to the Cowlitz Tribe at the time the site was taken into trust. This transfer resulted in an additional long-term receivable due from the Cowlitz Tribe as permitted under the development agreement, and was included in other assets, net, in the accompanying condensed consolidated balance sheet as of June 30, 2015.

Development of the Cowlitz Project remains subject to certain remaining governmental and regulatory approvals and agreements. The Authority can provide no assurance that the remaining steps and conditions for the Cowlitz Project site to be approved for gaming will be satisfied or that necessary financing for the development of the proposed casino will be obtained. Furthermore, the Authority can provide no assurance as to the outcome of the pending federal court appeal or any future litigation relating to the Cowlitz Project. Please refer to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and its other reports and filings with the SEC for further information and details regarding the Cowlitz Project.

19

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 8—SEGMENT REPORTING:

As of June 30, 2015, the Authority owns and operates, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun franchise and the Mohegan Sun Golf Club, and has partnered with an unrelated third-party to own and operate the New England Black Wolves franchise (collectively, the “Connecticut Facilities”), and the Pennsylvania Facilities. Substantially all of the Authority's revenues are derived from these operations. The Connecticut Sun franchise, the Mohegan Sun Golf Club and the New England Black Wolves franchise 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 Pocono, 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, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Net revenues:
Mohegan Sun	$	246,840		$	248,866		$	732,903		$	734,277
Mohegan Sun Pocono	77,932			77,194			218,456			220,863
Corporate and other	1,540			1,549			4,654			3,780
Inter-segment revenues	(1,273		)	(1,273		)	(3,819		)	(3,078		)
Total	$	325,039		$	326,336		$	952,194		$	955,842
Income (loss) from operations:
Mohegan Sun	$	54,557		$	47,088		$	148,573		$	127,459
Mohegan Sun Pocono	12,842			9,936			31,423			26,555
Corporate and other	(5,900		)	(8,042		)	(19,717		)	(26,676		)
Total	61,499			48,982			160,279			127,338
Accretion of discount to the relinquishment liability	—			(552		)	(227		)	(1,654		)
Interest income	1,906			1,701			5,554			4,947
Interest expense, net of capitalized interest	(35,660		)	(36,426		)	(107,692		)	(111,692		)
Loss on early extinguishment of debt	—			(2		)	—			(62,277		)
Other income (expense), net	(50		)	59			(1,260		)	(819		)
Net income (loss)	27,695			13,762			56,654			(44,157		)
Loss attributable to non-controlling interests	439			130			1,278			421
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	28,134		$	13,892		$	57,932		$	(43,736	)

	For the Nine Months Ended
(in thousands)	June 30, 2015		June 30, 2014
Capital expenditures incurred:
Mohegan Sun	$	6,899	$	15,204
Mohegan Sun Pocono	2,087		2,808
Corporate and other	52		8,972
Total	$	9,038	$	26,984
(in thousands)	June 30, 2015		September 30, 2014
Total assets:
Mohegan Sun	$	1,336,702	$	1,368,352
Mohegan Sun Pocono	554,329		551,655
Corporate and other	140,315		135,953
Total	$	2,031,346	$	2,055,960

20

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 9—SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of June 30, 2015, 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 Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. Separate financial statements and other disclosures concerning the Pocono 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 8 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, 2015 and September 30, 2014 and for the three months and nine months ended June 30, 2015 and 2014 is as follows (in thousands):

21

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

CONDENSED CONSOLIDATING BALANCE SHEETS

	June 30, 2015
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	48,949	$	20,123	$	1,088		$	—		$	70,160
Restricted cash	63		4,316		407			—			4,786
Receivables, net	25,337		4,347		2,025			(1,436		)	30,273
Inventories	14,147		1,369		—			—			15,516
Other current assets	16,580		1,339		58			—			17,977
Total current assets	105,076		31,494		3,578			(1,436		)	138,712
Non-current assets:
Property and equipment, net	1,096,661		214,402		38,934			—			1,349,997
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,309		284,492		2,055			—			406,856
Other assets, net	24,869		4,040		73,387			(5,974		)	96,322
Inter-company receivables	247,979		85,486		44			(333,509		)	—
Investment in subsidiaries	316,094		—		—			(316,094		)	—
Total assets	$	1,910,988	$	659,373	$	117,998		$	(657,013	)	$	2,031,346
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	18,757	$	—	$	609		$	—		$	19,366
Due to Mohegan Tribe	—		—		5,875			—			5,875
Current portion of capital leases	816		47		—			(47		)	816
Trade payables	12,311		1,787		48			—			14,146
Construction payables	2,170		260		100			—			2,530
Accrued interest payable	25,347		—		3,371			—			28,718
Other current liabilities	107,025		37,875		3,224			(1,389		)	146,735
Total current liabilities	166,426		39,969		13,227			(1,436		)	218,186
Non-current liabilities:
Long-term debt, net of current portion	1,589,963		—		45,325			—			1,635,288
Due to Mohegan Tribe, net of current portion	—		—		18,920			—			18,920
Capital leases, net of current portion	1,730		5,781		—			(5,781		)	1,730
Other long-term liabilities	2,063		—		5,103			—			7,166
Inter-company payables	—		241,094		92,415			(333,509		)	—
Accumulated losses in excess of investment in subsidiaries	—		38,440		—			(38,440		)	—
Total liabilities	1,760,182		325,284		174,990			(379,166		)	1,881,290
Capital:
Retained earnings	150,806		334,089		(57,390		)	(277,015		)	150,490
Mohegan Tribal Gaming Authority capital	150,806		334,089		(57,390		)	(277,015		)	150,490
Non-controlling interests	—		—		398			(832		)	(434		)
Total capital	150,806		334,089		(56,992		)	(277,847		)	150,056
Total liabilities and capital	$	1,910,988	$	659,373	$	117,998		$	(657,013	)	$	2,031,346

___________

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

(2)   Includes Mohegan Lacrosse, 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, 2014
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	33,939	$	14,767	$	402		$	—		$	49,108
Restricted cash	47		628		—			—			675
Receivables, net	27,537		2,637		1,287			(821		)	30,640
Inventories	13,339		1,205		—			—			14,544
Other current assets	15,559		1,182		256			—			16,997
Total current assets	90,421		20,419		1,945			(821		)	111,964
Non-current assets:
Property and equipment, net	1,142,363		222,425		59,280			—			1,424,068
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,395		284,714		—			—			405,109
Other assets, net	28,625		3,970		49,077			(6,312		)	75,360
Inter-company receivables	228,122		65,981		—			(294,103		)	—
Investment in subsidiaries	325,651		—		—			(325,651		)	—
Total assets	$	1,935,577	$	636,968	$	110,302		$	(626,887	)	$	2,055,960
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	28,893	$	—	$	415		$	—		$	29,308
Current portion of relinquishment liability	25,194		—		—			—			25,194
Due to Mohegan Tribe	—		—		2,250			—			2,250
Current portion of capital leases	793		58		—			(58		)	793
Trade payables	18,893		5,181		12			—			24,086
Construction payables	4,411		794		627			—			5,832
Accrued interest payable	5,725		—		2,934			—			8,659
Other current liabilities	90,684		29,504		7,750			(763		)	127,175
Total current liabilities	174,593		35,537		13,988			(821		)	223,297
Non-current liabilities:
Long-term debt, net of current portion	1,630,958		—		45,000			—			1,675,958
Due to Mohegan Tribe, net of current portion	—		—		23,420			—			23,420
Capital leases, net of current portion	2,345		6,111		—			(6,111		)	2,345
Other long-term liabilities	2,307		—		3,806			—			6,113
Inter-company payables	—		225,269		68,834			(294,103		)	—
Accumulated losses in excess of investment in subsidiaries	—		31,680		—			(31,680		)	—
Total liabilities	1,810,203		298,597		155,048			(332,715		)	1,931,133
Capital:
Retained earnings	125,374		338,371		(44,746		)	(293,941		)	125,058
Mohegan Tribal Gaming Authority capital	125,374		338,371		(44,746		)	(293,941		)	125,058
Non-controlling interests	—		—		—			(231		)	(231		)
Total capital	125,374		338,371		(44,746		)	(294,172		)	124,827
Total liabilities and capital	$	1,935,577	$	636,968	$	110,302		$	(626,887	)	$	2,055,960

___________

(1)   Includes the Pocono 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)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)

	For the Three Months Ended June 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	213,199		$	71,514		$	—		$	—		$	284,713
Food and beverage	15,378			7,615			28			—			23,021
Hotel	11,222			1,478			—			—			12,700
Retail, entertainment and other	24,556			4,716			1,826			(1,273		)	29,825
Gross revenues	264,355			85,323			1,854			(1,273		)	350,259
Less-Promotional allowances	(19,386		)	(5,095		)	(6		)	(733		)	(25,220		)
Net revenues	244,969			80,228			1,848			(2,006		)	325,039
Operating costs and expenses:
Gaming	113,712			50,517			—			—			164,229
Food and beverage	7,981			2,342			—			—			10,323
Hotel	3,517			1,484			—			(1,213		)	3,788
Retail, entertainment and other	10,475			2,027			678			(733		)	12,447
Advertising, general and administrative	37,970			8,809			3,653			(3,910		)	46,522
Corporate	3,269			—			—			3,850			7,119
Depreciation and amortization	15,496			3,306			284			—			19,086
Loss on disposition of assets	26			—			—			—			26
Total operating costs and expenses	192,446			68,485			4,615			(2,006		)	263,540
Income (loss) from operations	52,523			11,743			(2,767		)	—			61,499
Other income (expense):
Interest income	10			1,663			1,961			(1,728		)	1,906
Interest expense, net of capitalized interest	(23,563		)	(9,956		)	(3,869		)	1,728			(35,660		)
Loss on interests in subsidiaries	(832		)	(1,819		)	—			2,651			—
Other expense, net	(4		)	—			(46		)	—			(50		)
Total other expense	(24,389		)	(10,112		)	(1,954		)	2,651			(33,804		)
Net income (loss)	28,134			1,631			(4,721		)	2,651			27,695
Loss attributable to non-controlling interests	—			—			217			222			439
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	28,134		$	1,631		$	(4,504	)	$	2,873		$	28,134

___________

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

(2) Includes Mohegan Lacrosse, 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 Three Months Ended June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	213,600		$	71,201		$	—		$	—		$	284,801
Food and beverage	15,512			7,761			—			—			23,273
Hotel	10,855			1,305			—			—			12,160
Retail, entertainment and other	24,888			6,359			1,568			(1,273		)	31,542
Gross revenues	264,855			86,626			1,568			(1,273		)	351,776
Less-Promotional allowances	(18,959		)	(5,500		)	(6		)	(975		)	(25,440		)
Net revenues	245,896			81,126			1,562			(2,248		)	326,336
Operating costs and expenses:
Gaming	120,236			51,297			—			—			171,533
Food and beverage	7,921			2,438			—			—			10,359
Hotel	3,809			1,354			—			(1,213		)	3,950
Retail, entertainment and other	11,961			2,309			—			(952		)	13,318
Advertising, general and administrative	39,261			9,709			5,703			(5,744		)	48,929
Corporate	3,598			—			—			5,661			9,259
Depreciation and amortization	16,397			3,420			253						20,070
(Gain) loss on disposition of assets	(66		)	2			—						(64		)
Total operating costs and expenses	203,117			70,529			5,956			(2,248		)	277,354
Income (loss) from operations	42,779			10,597			(4,394		)	—			48,982
Other income (expense):
Accretion of discount to the relinquishment liability	(552		)	—			—			—			(552		)
Interest income	20			1,300			1,763			(1,382		)	1,701
Interest expense, net of capitalized interest	(23,953		)	(10,392		)	(3,463		)	1,382			(36,426		)
Loss on early extinguishment of debt	(2		)	—			—			—			(2		)
Loss on interests in subsidiaries	(4,426		)	(5,022		)	—			9,448			—
Other income, net	26			—			33			—			59
Total other expense	(28,887		)	(14,114		)	(1,667		)	9,448			(35,220		)
Net income (loss)	13,892			(3,517		)	(6,061		)	9,448			13,762
Loss attributable to non-controlling interests	—			—			—			130			130
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	13,892		$	(3,517	)	$	(6,061	)	$	9,578		$	13,892

___________

(1) Includes the Pocono 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.

25

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

	For the Nine Months Ended June 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	635,777		$	201,686		$	—		$	—		$	837,463
Food and beverage	45,708			20,983			120			—			66,811
Hotel	33,141			4,058			—			—			37,199
Retail, entertainment and other	71,169			9,167			5,714			(3,819		)	82,231
Gross revenues	785,795			235,894			5,834			(3,819		)	1,023,704
Less-Promotional allowances	(55,536		)	(14,892		)	(9		)	(1,073		)	(71,510		)
Net revenues	730,259			221,002			5,825			(4,892		)	952,194
Operating costs and expenses:
Gaming	341,772			144,222			—			—			485,994
Food and beverage	25,191			6,172			—			—			31,363
Hotel	10,248			4,158			—			(3,639		)	10,767
Retail, entertainment and other	29,322			3,653			2,366			(1,073		)	34,268
Advertising, general and administrative	116,711			24,698			10,646			(11,109		)	140,946
Corporate	12,471			—			—			10,929			23,400
Depreciation and amortization	47,739			10,113			851			—			58,703
Loss on disposition of assets	843			2			—			—			845
Severance	3,244			126			—			—			3,370
Impairment of Project Horizon	2,502			—			—			—			2,502
Relinquishment liability reassessment	(243		)	—			—			—			(243		)
Total operating costs and expenses	589,800			193,144			13,863			(4,892		)	791,915
Income (loss) from operations	140,459			27,858			(8,038		)	—			160,279
Other income (expense):
Accretion of discount to the relinquishment liability	(227		)	—			—			—			(227		)
Interest income	32			4,636			5,813			(4,927		)	5,554
Interest expense, net of capitalized interest	(71,260		)	(30,055		)	(11,304		)	4,927			(107,692		)
Loss on interests in subsidiaries	(11,079		)	(6,760		)	—			17,839			—
Other income (expense), net	7			—			(1,267		)	—			(1,260		)
Total other expense	(82,527		)	(32,179		)	(6,758		)	17,839			(103,625		)
Net income (loss)	57,932			(4,321		)	(14,796		)	17,839			56,654
Loss attributable to non-controlling interests	—			—			677			601			1,278
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	57,932		$	(4,321	)	$	(14,119	)	$	18,440		$	57,932

___________

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

(2) Includes Mohegan Lacrosse, 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, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	632,604		$	205,350		$	—		$	—		$	837,954
Food and beverage	46,881			21,724			—			—			68,605
Hotel	31,870			2,893			—			—			34,763
Retail, entertainment and other	75,835			10,484			3,824			(3,078		)	87,065
Gross revenues	787,190			240,451			3,824			(3,078		)	1,028,387
Less-Promotional allowances	(56,186		)	(15,367		)	(15		)	(977		)	(72,545		)
Net revenues	731,004			225,084			3,809			(4,055		)	955,842
Operating costs and expenses:
Gaming	364,858			148,716			—			—			513,574
Food and beverage	24,660			6,547			—			—			31,207
Hotel	11,435			3,207			—			(2,898		)	11,744
Retail, entertainment and other	34,149			4,251			—			(954		)	37,446
Advertising, general and administrative	117,579			26,240			19,604			(19,683		)	143,740
Corporate	10,071			—			—			19,480			29,551
Depreciation and amortization	49,091			10,318			658			—			60,067
(Gain) loss on disposition of assets	(15		)	3			—			—			(12		)
Pre-opening	—			1,187			—			—			1,187
Total operating costs and expenses	611,828			200,469			20,262			(4,055		)	828,504
Income (loss) from operations	119,176			24,615			(16,453		)	—			127,338
Other income (expense):
Accretion of discount to the relinquishment liability	(1,654		)	—			—			—			(1,654		)
Interest income	65			3,397			5,100			(3,615		)	4,947
Interest expense, net of capitalized interest	(73,242		)	(32,597		)	(9,468		)	3,615			(111,692		)
Loss on early extinguishment of debt	(62,277		)	—			—			—			(62,277		)
Loss on interests in subsidiaries	(25,945		)	(17,439		)	—			43,384			—
Other income (expense), net	141			—			(960		)	—			(819		)
Total other expense	(162,912		)	(46,639		)	(5,328		)	43,384			(171,495		)
Net income (loss)	(43,736		)	(22,024		)	(21,781		)	43,384			(44,157		)
Loss attributable to non-controlling interests	—			—			—			421			421
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	(43,736	)	$	(22,024	)	$	(21,781	)	$	43,805		$	(43,736	)

___________

(1) Includes the Pocono 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.

27

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, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/   Eliminating   Adjustments			Consolidated
Cash flows provided by (used in) operating activities:
Net income (loss)	$	57,932		$	(4,321	)	$	(14,796	)	$	17,839		$	56,654
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	47,739			10,113			851			—			58,703
Relinquishment liability reassessment	(243		)	—			—			—			(243		)
Accretion of discount to the relinquishment liability	227			—			—			—			227
Cash paid for accretion of discount to the relinquishment liability	(778		)	—			—			—			(778		)
Amortization of debt issuance costs and accretion of bond discounts	5,518			—			239			—			5,757
Provision for losses on receivables	447			270			2,682			—			3,399
Impairment of Project Horizon	2,502			—			—			—			2,502
Loss on disposition of assets	843			2			—			—			845
Loss from unconsolidated affiliates	38			—			1,264			—			1,302
Inter-company transactions	(18,858		)	31,889			4,800			(17,831		)	—
Changes in operating assets and liabilities:
(Increase) decrease in receivables	1,856			(1,980		)	(810		)	652			(282		)
Increase in inventories	(808		)	(164		)	—			—			(972		)
Increase in other assets	(876		)	(237		)	(5,170		)	(34		)	(6,317		)
Increase (decrease) in trade payables	(6,448		)	(3,394		)	39			—			(9,803		)
Increase in accrued interest	19,622			—			437			—			20,059
Increase (decrease) in other liabilities	13,501			5,399			(4,844		)	(626		)	13,430
Net cash flows provided by (used in) operating activities	122,214			37,577			(15,308		)	—			144,483
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(8,799		)	(2,698		)	(584		)	—			(12,081		)
Issuance of third-party loans and advances	—			—			(2,201		)	—			(2,201		)
Payments received on third-party loans	117			—			—			—			117
Increase in restricted cash, net	(27		)	(716		)	(39		)	—			(782		)
Proceeds from asset sales	1,577			—			—			—			1,577
Investments in the New England Black Wolves	—			—			(500		)	—			(500		)
Inter-company transactions	8,558			(14,915		)	37			6,320			—
Net cash flows provided by (used in) investing activities	1,426			(18,329		)	(3,287		)	6,320			(13,870		)
Cash flows provided by (used in) financing activities:
Senior Secured Credit Facility borrowings - Revolving	299,000			—			—			—			299,000
Senior Secured Credit Facility repayments - Revolving	(328,000		)	—			—			—			(328,000		)
Senior Secured Credit Facility repayments - Term Loan A	(5,469		)	—			—			—			(5,469		)
Senior Secured Credit Facility repayments - Term Loan B	(3,650		)	—			—			—			(3,650		)
Line of Credit borrowings	332,124			—			—			—			332,124
Line of Credit repayments	(335,165		)	—			—			—			(335,165		)
Repayments to Mohegan Tribe	—			—			(875		)	—			(875		)
Repayments of other long-term debt	(9,844		)	—			(56		)	—			(9,900		)
Principal portion of relinquishment liability payments	(24,400		)	—			—			—			(24,400		)
Distributions to Mohegan Tribe	(32,500		)	—			—			—			(32,500		)
Payments on capital lease obligations	(726		)	(37		)	—			37			(726		)
Inter-company transactions	—			(13,855		)	20,212			(6,357		)	—
Net cash flows provided by (used in) financing activities	(108,630		)	(13,892		)	19,281			(6,320		)	(109,561		)
Net increase in cash and cash equivalents	15,010			5,356			686			—			21,052

28

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Cash and cash equivalents at beginning of period	33,939		14,767		402		—		49,108
Cash and cash equivalents at end of period	$	48,949	$	20,123	$	1,088	$	—	$	70,160

___________

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

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

	For the Nine Months Ended June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/   Eliminating   Adjustments			Consolidated
Cash flows provided by (used in) operating activities:
Net loss	$	(43,736	)	$	(22,024	)	$	(21,781	)	$	43,384		$	(44,157	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization	49,091			10,318			658			—			60,067
Accretion of discount to the relinquishment liability	1,654			—			—			—			1,654
Cash paid for accretion of discount to the relinquishment liability	(2,071		)	—			—			—			(2,071		)
Loss on early extinguishment of debt	58,481			—			—			—			58,481
Payments of tender offer costs and discounts	(48,155		)	—			—			—			(48,155		)
Amortization of debt issuance costs and accretion of bond discounts	5,925			—			239			—			6,164
Provision for losses on receivables	877			183			1,893			—			2,953
(Gain) loss on disposition of assets	(15		)	3			—			—			(12		)
(Gain) loss from unconsolidated affiliates	(154		)	—			948			—			794
Inter-company transactions	(6,466		)	46,421			3,423			(43,378		)	—
Changes in operating assets and liabilities:
Increase in receivables	(3,409		)	(1,849		)	(688		)	557			(5,389		)
Increase in inventories	(1,342		)	(371		)	—			—			(1,713		)
(Increase) decrease in other assets	992			(229		)	(5,387		)	(36		)	(4,660		)
Increase in trade payables	6,288			1,382			1			—			7,671
Increase (decrease) in accrued interest	9,114			—			(1,405		)	—			7,709
Increase in other liabilities	1,231			2,562			5,749			(555		)	8,987
Net cash flows provided by (used in) operating activities	28,305			36,396			(16,350		)	(28		)	48,323
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(14,680		)	(3,382		)	(10,839		)	—			(28,901		)
Issuance of third-party loans and advances	—			—			(1,392		)	—			(1,392		)
Payments received on third-party loans	606			—			—			—			606
Decrease in restricted cash, net	44			2,063			12,043			—			14,150
Proceeds from asset sales	105			—			—			—			105
Investments in unconsolidated affiliates	—			—			(29		)	—			(29		)
Inter-company transactions	19,812			(21,079		)	—			1,267			—
Net cash flows provided by (used in) investing activities	5,887			(22,398		)	(217		)	1,267			(15,461		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility repayments - Term	(393,000		)	—			—			—			(393,000		)
Prior Term Loan Facility repayments, net of discount	(222,103		)	—			—			—			(222,103		)
Senior Secured Credit Facility borrowings - Revolving	193,000			—			—			—			193,000
Senior Secured Credit Facility repayments - Revolving	(173,000		)	—			—			—			(173,000		)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount	124,343			—			—			—			124,343
Senior Secured Credit Facility repayments - Term Loan A	(1,563		)	—			—			—			(1,563		)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	720,952			—			—			—			720,952
Senior Secured Credit Facility repayments - Term Loan B	(3,650		)	—			—			—			(3,650		)

29

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

Line of Credit borrowings	258,415			—			—			—			258,415
Line of Credit repayments	(258,415		)	—			—			—			(258,415		)
Repayments to Mohegan Tribe	—			—			(2,750		)	—			(2,750		)
Repayments of other long-term debt	(191,049		)	—			(39		)	—			(191,088		)
Principal portion of relinquishment liability payments	(29,129		)	—			—			—			(29,129		)
Distributions to Mohegan Tribe	(32,500		)	—			—			—			(32,500		)
Payments of financing fees	(12,631		)	—			—			—			(12,631		)
Payments on capital lease obligations	(1,709		)	(28		)	—			28			(1,709		)
Inter-company transactions	—			(20,728		)	21,995			(1,267		)	—
Net cash flows provided by (used in) financing activities	(22,039		)	(20,756		)	19,206			(1,239		)	(24,828		)
Net increase (decrease) in cash and cash equivalents	12,153			(6,758		)	2,639			—			8,034
Cash and cash equivalents at beginning of period	44,060			18,655			909			—			63,624
Cash and cash equivalents at end of period	$	56,213		$	11,897		$	3,548		$	—		$	71,658

___________

(1) Includes the Pocono 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.

30

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(unaudited)

NOTE 10—SUBSEQUENT EVENTS:

Refinancing Transactions

On August 11, 2015, the Authority completed several financing transactions relating to the refinancing of certain of its outstanding indebtedness, as set forth below:

Amendment to Loan Agreement and Borrowing of Increase Term B Loans

On August 11, 2015, the Authority entered into an increase joinder and amendment agreement (the “Amendment Agreement”) among the Authority, the Tribe, the guarantors party thereto, Citizens Bank, N.A., as administrative agent, and the lenders party thereto, amending the loan agreement for its Senior Secured Credit Facilities. Pursuant to the Amendment Agreement, the Authority borrowed $90.0 million of increase term B loans (the “Increase Term B Loans”) on the same terms as the Authority’s existing term B loans. The net proceeds of the Increase Term B Loans will be used by the Authority to redeem outstanding 2012 Senior Subordinated Notes, as further described below.

Issuance of Additional 2013 Senior Unsecured Notes

On August 11, 2015, the Authority closed its previously announced private placement of an additional $85.0 million of its 2013 Senior Unsecured Notes (the “Additional 2013 Senior Unsecured Notes”). Subsequent to this transaction, the aggregate principal amount of 2013 Senior Unsecured Notes outstanding, including the Additional 2013 Senior Unsecured Notes, is $585.0 million. The net proceeds of the sale of the Additional 2013 Senior Unsecured Notes will be used by the Authority to redeem outstanding 2012 Senior Subordinated Notes, as further described below.

Registration Rights Agreement

On August 11, 2015, the Authority and the guarantors of the Additional 2013 Senior Unsecured Notes entered into a registration rights agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. as representatives of the several initial purchasers of the Additional 2013 Senior Unsecured Notes. Upon the terms and subject to the conditions of this agreement, the Authority agreed to offer to exchange the Additional 2013 Senior Unsecured Notes, pursuant to a registration statement effective within 270 days of issuance, for a new issue of substantially identical debt securities registered under the Securities Act of 1933, as amended. Under certain circumstances set forth in the registration rights agreement, the Authority also may be obligated to file a shelf registration statement with respect to the Additional 2013 Senior Unsecured Notes.

Redemption of 2012 Senior Subordinated Notes

On August 11, 2015, the Authority called for redemption of $175.0 million of its 2012 Senior Subordinated Notes (the “Redemption Notes”). The Redemption Notes will be redeemed on September 10, 2015 (the “Redemption Date”) at a redemption price equal to $1,053.47 per $1,000 principal amount thereof, which represents 100% of the aggregate principal amount of the Redemption Notes, plus accrued and unpaid interest thereon to the Redemption Date. After giving effect to the redemption, the aggregate principal amount of the Authority’s 2012 Senior Subordinated Notes outstanding will be approximately $100.2 million.

Prepayment of Downs Lodging Credit Facility

On July 16, 2015, Downs Lodging prepaid a portion of the Downs Lodging Credit Facility in the amount of approximately $4.5 million plus accrued interest and fees through the date of the prepayment (the “Downs Lodging Credit Facility Prepayment”). The Downs Lodging Credit Facility Prepayment was funded through an investment by the Authority.

31

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 Pocono and our Pennsylvania off-track wagering facilities;

• the local, regional, national or global economic climate, including the lingering effects of the most recent economic recession, which negatively 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, 2014, 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.

32

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 Pocono, 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 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 an approximately 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, 2015, Casino of the Earth offered:

• approximately 188,000 square feet of gaming space;

• approximately 2,640 slot machines and 140 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 2,125;

• 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, 275-seat lounge featuring live entertainment seven days a week.

Casino of the Sky

As of June 30, 2015, Casino of the Sky offered:

• approximately 119,000 square feet of gaming space;

• approximately 2,000 slot machines and 120 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 four full-service restaurants, three quick-service restaurants and a multi-station food court operated by third-parties, for a total restaurant seating of approximately 1,865;

• The Shops at Mohegan Sun containing 29 retail shops, six of which we own;

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

• a 350-seat Cabaret theatre;

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

• Lansdowne Irish Pub and Music House with restaurant seating of approximately 205, Avalon Nightclub and Vista Lounge, all operated by a third-party;

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

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

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

33

Casino of the Wind

As of June 30, 2015, Casino of the Wind offered:

• approximately 45,000 square feet of gaming space;

• approximately 525 slot machines, 30 table games, including blackjack, roulette and craps, and a 42-table themed poker room;

• food and beverage amenities, including: a two-level, 16,000-square-foot Jimmy Buffett's Margaritaville Restaurant and a casual dining restaurant operated by third-parties, 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 3,600 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.

New England Black Wolves

Through Mohegan Lacrosse, LLC, we have partnered with an unrelated third-party to own and operate the New England Black Wolvesfranchise, a professional lacrosse team in the National Lacrosse League. The team plays its home games in the Mohegan Sun Arena.

Mohegan Sun Golf Club

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

Mohegan Sun Pocono

Through Downs Racing, we own and operate a gaming and entertainment facility known as Mohegan Sun Pocono located on an approximately 400-acre site in Plains Township, Pennsylvania, and OTW facilities located in Carbondale, East Stroudsburg and Lehigh Valley, Pennsylvania. In November 2006, Mohegan Sun Pocono 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 Pocono known as Project Sunrise, which included increased gaming, restaurant and retail space, and, in July 2010, we opened our table game and poker operations, including additional non-smoking sections and a high-limit gaming area. We recently completed Project Sunlight, a hotel and convention center expansion located adjacent to the Mohegan Sun Pocono casino.

Mohegan Sun Pocono currently operates in an approximately 400,000-square-foot facility, which includes the following as of June 30, 2015:

• approximately 94,000 square feet of gaming space;

• approximately 2,330 slot machines, 75 table games, including blackjack, roulette and craps, and an 18-table poker room;

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

• a 238-room hotel, including a spa and fitness center;

• approximately 20,000 square feet of convention space;

• 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 Pocono logo souvenirs to fine apparel; and

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

Market and Competition from Other Gaming Operations

Our gaming operation at Mohegan Sun is one of only two current gaming operations in 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

34

Mohegan Sun. We also face competition from gaming facilities in the states of Rhode Island, New York and New Jersey. In addition, we face competition in and from the Northeastern Pennsylvania gaming market.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, 2014 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, 2014.

Results of Operations

Summary Operating Results

As of June 30, 2015, we own and operate, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun franchise and the Mohegan Sun Golf Club, and have partnered with an unrelated third-party to own and operate the New England Black Wolves franchise, or collectively, the Connecticut facilities, and the Pennsylvania facilities. Substantially all of our revenues are derived from these operations. The Connecticut Sun franchise, the Mohegan Sun Golf Club and the New England Black Wolves franchise 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 Pocono, which includes the operations of the Pennsylvania facilities. Our 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.

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,
	2015			2014			Variance			Percentage Variance		2015			2014			Variance			Percentage Variance
Net revenues:
Mohegan Sun	$	246,840		$	248,866		$	(2,026	)	(0.8	)%	$	732,903		$	734,277		$	(1,374	)	(0.2	)%
Mohegan Sun Pocono	77,932			77,194			738			1.0	%	218,456			220,863			(2,407		)	(1.1	)%
Corporate and other	1,540			1,549			(9		)	(0.6	)%	4,654			3,780			874			23.1	%
Inter-segment revenues	(1,273		)	(1,273		)	—			—		(3,819		)	(3,078		)	(741		)	(24.1	)%
Total	$	325,039		$	326,336		$	(1,297	)	(0.4	)%	$	952,194		$	955,842		$	(3,648	)	(0.4	)%
Income (loss) from operations:
Mohegan Sun	$	54,557		$	47,088		$	7,469		15.9	%	$	148,573		$	127,459		$	21,114		16.6	%
Mohegan Sun Pocono	12,842			9,936			2,906			29.2	%	31,423			26,555			4,868			18.3	%
Corporate and other	(5,900		)	(8,042		)	2,142			26.6	%	(19,717		)	(26,676		)	6,959			26.1	%
Total	$	61,499		$	48,982		$	12,517		25.6	%	$	160,279		$	127,338		$	32,941		25.9	%
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	28,134		$	13,892		$	14,242		102.5	%	$	57,932		$	(43,736	)	$	101,668		N.M.
Operating margin:
Mohegan Sun	22.1		%	18.9		%	3.2		%	16.9	%	20.3		%	17.4		%	2.9		%	16.7	%
Mohegan Sun Pocono	16.5		%	12.9		%	3.6		%	27.9	%	14.4		%	12.0		%	2.4		%	20.0	%
Total	18.9		%	15.0		%	3.9		%	26.0	%	16.8		%	13.3		%	3.5		%	26.3	%

_________

N.M. - Not meaningful.

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

• various strategic operational and marketing and promotional changes designed to lower operating costs and expenses, enhance operating efficiency and improve profitability;

• relatively flat net revenues at both Mohegan Sun and Mohegan Sun Pocono;

• the continued ramp-up of hotel and convention center operations at Mohegan Sun Pocono;

• a prolonged sluggish regional economic environment and its impact on consumer discretionary spending;

35

• competitive gaming markets;

• lower Corporate expenses;

• lower interest expense; and

• a non-recurring $62.3 million non-operating loss on early extinguishment of debt.

Net revenues for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year were relatively flat.

Income from operations for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year increased primarily due to lower operating costs and expenses at both Mohegan Sun and Mohegan Sun Pocono, combined with reduced Corporate expenses.

Net income attributable to the Authority for the three months ended June 30, 2015 compared to the same period in the prior year increased primarily as a result of the growth in income from operations. Net income attributable to the Authority for the nine months ended June 30, 2015 compared to the same period in the prior year increased primarily due to the non-recurring non-operating loss on early extinguishment of debt, combined with the increase in income from operations. The growth in net income attributable to the Authority for the three months and nine months ended June 30, 2015 also reflected lower interest expense.

Mohegan Sun

Revenues

Revenues consisted of the following (in thousands):

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Gaming	$	213,199	$	213,600	$	(401	)	(0.2	)%	$	635,777	$	632,604	$	3,173		0.5	%
Food and beverage	15,653		15,799		(146		)	(0.9	)%	46,139		47,229		(1,090		)	(2.3	)%
Hotel	11,222		10,855		367			3.4	%	33,141		31,870		1,271			4.0	%
Retail, entertainment and other	26,876		28,532		(1,656		)	(5.8	)%	74,424		79,697		(5,273		)	(6.6	)%
Gross revenues	266,950		268,786		(1,836		)	(0.7	)%	789,481		791,400		(1,919		)	(0.2	)%
Less-Promotional allowances	20,110		19,920		190			1.0	%	56,578		57,123		(545		)	(1.0	)%
Net revenues	$	246,840	$	248,866	$	(2,026	)	(0.8	)%	$	732,903	$	734,277	$	(1,374	)	(0.2	)%

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,
	2015		2014		2015		2014
Gaming	79.9	%	79.5	%	80.5	%	79.9	%
Food and beverage	5.8	%	5.9	%	5.9	%	6.0	%
Hotel	4.2	%	4.0	%	4.2	%	4.0	%
Retail, entertainment and other	10.1	%	10.6	%	9.4	%	10.1	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

Promotional Allowances

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

	For the Three Months Ended June 30,								For the Nine Months Ended June 30,
	2015		2014		Variance		Percentage Variance		2015		2014		Variance			Percentage Variance
Food and beverage	$	6,895	$	6,802	$	93	1.4	%	$	19,461	$	19,387	$	74		0.4	%
Hotel	3,266		3,242		24		0.7	%	10,126		9,777		349			3.6	%
Retail, entertainment and other	9,949		9,876		73		0.7	%	26,991		27,959		(968		)	(3.5	)%
Total	$	20,110	$	19,920	$	190	1.0	%	$	56,578	$	57,123	$	(545	)	(1.0	)%

36

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,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Food and beverage	$	6,362	$	6,682	$	(320	)	(4.8	)%	$	18,391	$	19,257	$	(866	)	(4.5	)%
Hotel	1,421		1,597		(176		)	(11.0	)%	4,447		5,006		(559		)	(11.2	)%
Retail, entertainment and other	8,866		8,408		458			5.4	%	24,788		25,252		(464		)	(1.8	)%
Total	$	16,649	$	16,687	$	(38	)	(0.2	)%	$	47,626	$	49,515	$	(1,889	)	(3.8	)%

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,
	2015			2014			Variance			Percentage Variance		2015			2014			Variance			Percentage Variance
Slots:
Handle	$	1,786,356		$	1,783,186		$	3,170		0.2	%	$	5,200,649		$	5,267,951		$	(67,302	)	(1.3	)%
Gross revenues	$	147,906		$	143,698		$	4,208		2.9	%	$	431,188		$	426,779		$	4,409		1.0	%
Net revenues	$	142,178		$	138,304		$	3,874		2.8	%	$	414,478		$	411,669		$	2,809		0.7	%
Free promotional slot plays (1)	$	14,463		$	18,279		$	(3,816	)	(20.9	)%	$	41,705		$	49,116		$	(7,411	)	(15.1	)%
Weighted average number of machines (in units)	5,249			5,448			(199		)	(3.7	)%	5,313			5,483			(170		)	(3.1	)%
Hold percentage (gross)	8.3		%	8.1		%	0.2		%	2.5	%	8.3		%	8.1		%	0.2		%	2.5	%
Win per unit per day (gross) (in dollars)	$	310		$	290		$	20		6.9	%	$	297		$	285		$	12		4.2	%
Table games:
Drop	$	432,156		$	437,992		$	(5,836	)	(1.3	)%	$	1,312,299		$	1,378,655		$	(66,356	)	(4.8	)%
Revenues	$	67,520		$	71,384		$	(3,864	)	(5.4	)%	$	210,710		$	209,254		$	1,456		0.7	%
Weighted average number of games (in units)	283			292			(9		)	(3.1	)%	283			288			(5		)	(1.7	)%
Hold percentage (2)	15.6		%	16.3		%	(0.7		)%	(4.3	)%	16.1		%	15.2		%	0.9		%	5.9	%
Win per unit per day (in dollars)	$	2,625		$	2,685		$	(60	)	(2.2	)%	$	2,724		$	2,657		$	67		2.5	%
Poker:
Revenues	$	2,336		$	2,262		$	74		3.3	%	$	7,504		$	7,367		$	137		1.9	%
Weighted average number of tables (in units)	42			42			—			—		42			42			—			—
Revenue per unit per day (in dollars)	$	611		$	592		$	19		3.2	%	$	654		$	644		$	10		1.6	%

_________

(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, 2015 compared to the same periods in the prior year were relatively flat. Gaming revenues for the three months and nine months ended June 30, 2015 reflected increased slot revenues which benefited from higher year over year hold percentages. The improvements in hold percentages were driven by the reductions in free promotional slot plays. Gaming revenues for the three months ended June 30, 2015 were negatively impacted by lower table game revenues primarily driven by lower year over year hold percentage, while gaming revenues for the nine months ended June 30, 2015 benefited from higher table game revenues due to higher year over year 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,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Meals served	743		767		(24		)	(3.1	)%	2,154		2,210		(56		)	(2.5	)%
Average price per meal served (in dollars)	$	15.95	$	15.75	$	0.20		1.3	%	$	15.94	$	16.03	$	(0.09	)	(0.6	)%

Food and beverage revenues for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year declined primarily as a result of changes in our promotional programs designed to improve profitability.

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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,
	2015			2014			Variance		Percentage Variance		2015			2014			Variance			Percentage Variance
Rooms occupied	105			104			1		1.0	%	314			311			3			1.0	%
Occupancy rate	97.8		%	97.8		%	—		—		97.8		%	97.0		%	0.8		%	0.8	%
Average daily room rate (in dollars)	$	101		$	97		$	4	4.1	%	$	99		$	97		$	2		2.1	%
Revenue per available room (in dollars)	$	98		$	95		$	3	3.2	%	$	97		$	94		$	3		3.2	%

Hotel revenues for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year increased primarily as a result of increases 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,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Arena events (in events)	31		29		2			6.9	%	85		78		7			9.0	%
Arena tickets	173		178		(5		)	(2.8	)%	492		484		8			1.7	%
Average price per arena ticket (in dollars)	$	58.68	$	55.28	$	3.40		6.2	%	$	53.61	$	57.08	$	(3.47	)	(6.1	)%

Retail, entertainment and other revenues for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year decreased primarily due to lower gasoline revenues driven by declines in average price per gallon of gasoline sold at both our patron and employee gasoline and convenience centers. The decreases in retail, entertainment and other revenues also reflected lower entertainment revenues.

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,
	2015		2014			Variance			Percentage Variance		2015			2014			Variance			Percentage Variance
Gaming	$	113,712	$	120,236		$	(6,524	)	(5.4	)%	$	341,772		$	364,858		$	(23,086	)	(6.3	)%
Food and beverage	8,134		8,066			68			0.8	%	25,412			24,902			510			2.0	%
Hotel	3,517		3,809			(292		)	(7.7	)%	10,248			11,435			(1,187		)	(10.4	)%
Retail, entertainment and other	11,899		12,484			(585		)	(4.7	)%	32,904			35,582			(2,678		)	(7.5	)%
Advertising, general and administrative	39,138		40,525			(1,387		)	(3.4	)%	118,825			120,011			(1,186		)	(1.0	)%
Depreciation and amortization	15,857		16,722			(865		)	(5.2	)%	48,823			50,043			(1,220		)	(2.4	)%
(Gain) loss on disposition of assets	26		(64		)	90			N.M.		843			(13		)	856			N.M.
Severance	—		—			—			—		3,244			—			3,244			100.0	%
Impairment of Project Horizon	—		—			—			—		2,502			—			2,502			100.0	%
Relinquishment liability reassessment	—		—			—			—		(243		)	—			(243		)	(100.0	)%
Total	$	192,283	$	201,778		$	(9,495	)	(4.7	)%	$	584,330		$	606,818		$	(22,488	)	(3.7	)%

_________

N.M. - Not meaningful.

Gaming costs and expenses for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year declined primarily as a result of various strategic operational and marketing and promotional changes designed to enhance operating efficiency and improve profitability. These initiatives resulted in lower payroll costs and reduced casino marketing and promotional expenses. The reductions in gaming costs and expenses also resulted from lower costs related to coupon redemptions at third-party outlets. Expenses associated with the combined slot win and free promotional slot play contributions totaled $37.0 million and $107.8 million for the three months and nine months ended June 30, 2015, respectively, and $36.6 million and $107.6 million for the three months and nine months ended June 30, 2014, respectively. Gaming costs and expenses as a percentage of gaming revenues were 53.3% and 53.8% for the three months and nine months ended June 30, 2015, respectively, and 56.3% and 57.7% for the three months and nine months ended June 30, 2014, respectively.

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Food and beverage costs and expenses for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year increased primarily due to reduced costs of food and beverage complimentaries, resulting in lower amounts of food and beverage costs being allocated to gaming costs and expenses. These results were partially offset by lower payroll costs.

Hotel costs and expenses for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year declined primarily as a result of lower payroll costs, partially offset by reduced costs of hotel complimentaries, resulting in lower amounts of hotel costs being allocated to gaming costs and expenses.

Retail, entertainment and other costs and expenses for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year decreased primarily due to lower gasoline cost of goods sold commensurate with the declines in gasoline revenues. The decline in retail, entertainment and other costs and expenses for the nine months ended June 30, 2015 also reflected lower direct entertainment costs.

Advertising, general and administrative costs and expenses for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year declined primarily as a result of lower utility costs, combined with our overall focus on managing expenses, including expenditures associated with services provided by third-party providers. The reduction in advertising, general and administrative costs and expenses for the nine months ended June 30, 2015 was partially offset by higher payroll costs.

Severance for the nine months ended June 30, 2015 reflected charges related to a February 2015workforce reduction to better align certain staffing levels with current business volumes. The costs associated with related post-employment severance benefits were expensed at the time the termination was communicated to the employees. 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 2015 and are anticipated to be completed in November 2015.

Impairment of Project Horizon for the nine months ended June 30, 2015 resulted from a further re-evaluation of the planned third-party developed and owned retail center element of the project, including master planning costs, following an agreement with a wholly-owned instrumentality of the Tribe to develop the planned third-party hotel element of the project. Based on our re-evaluation, we determined that these elements of the project were no longer feasible at this time, and, accordingly, the related $2.5 million in assets did not have any future benefit resulting in the impairment charge. There are no remaining assets related to the suspended elements of Project Horizon.

Mohegan Sun Pocono

Revenues

Revenues consisted of the following (in thousands):

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Gaming	$	71,514	$	71,201	$	313		0.4	%	$	201,686	$	205,350	$	(3,664	)	(1.8	)%
Food and beverage	7,368		7,474		(106		)	(1.4	)%	20,672		21,376		(704		)	(3.3	)%
Hotel (1)	1,478		1,305		173			13.3	%	4,058		2,893		1,165			40.3	%
Retail, entertainment and other	2,662		2,708		(46		)	(1.7	)%	6,922		6,596		326			4.9	%
Gross revenues	83,022		82,688		334			0.4	%	233,338		236,215		(2,877		)	(1.2	)%
Less-Promotional allowances	5,090		5,494		(404		)	(7.4	)%	14,882		15,352		(470		)	(3.1	)%
Net revenues	$	77,932	$	77,194	$	738		1.0	%	$	218,456	$	220,863	$	(2,407	)	(1.1	)%

 ___________

(1) Hotel operations commenced on November 15, 2013.

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,
	2015		2014		2015		2014
Gaming	86.1	%	86.1	%	86.4	%	86.9	%
Food and beverage	8.9	%	9.0	%	8.9	%	9.1	%
Hotel	1.8	%	1.6	%	1.7	%	1.2	%
Retail, entertainment and other	3.2	%	3.3	%	3.0	%	2.8	%
Total	100.0	%	100.0	%	100.0	%	100.0	%

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Promotional Allowances

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

	For the Three Months Ended June 30,									For the Nine Months Ended June 30,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Food and beverage	$	4,109	$	4,333	$	(224	)	(5.2	)%	$	11,890	$	12,847	$	(957	)	(7.4	)%
Hotel	419		441		(22		)	(5.0	)%	1,290		983		307			31.2	%
Retail, entertainment and other	562		720		(158		)	(21.9	)%	1,702		1,522		180			11.8	%
Total	$	5,090	$	5,494	$	(404	)	(7.4	)%	$	14,882	$	15,352	$	(470	)	(3.1	)%

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,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Food and beverage	$	2,746	$	3,038	$	(292	)	(9.6	)%	$	8,016	$	8,969	$	(953	)	(10.6	)%
Hotel	570		682		(112		)	(16.4	)%	1,925		1,633		292			17.9	%
Retail, entertainment and other	599		676		(77		)	(11.4	)%	1,752		1,504		248			16.5	%
Total	$	3,915	$	4,396	$	(481	)	(10.9	)%	$	11,693	$	12,106	$	(413	)	(3.4	)%

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,
	2015			2014			Variance			Percentage Variance		2015			2014			Variance			Percentage Variance
Slots:
Handle	$	673,523		$	693,303		$	(19,780	)	(2.9	)%	$	1,910,296		$	1,975,300		$	(65,004	)	(3.3	)%
Gross revenues	$	55,781		$	56,235		$	(454	)	(0.8	)%	$	158,058		$	163,905		$	(5,847	)	(3.6	)%
Net revenues	$	55,728		$	56,237		$	(509	)	(0.9	)%	$	157,696		$	163,862		$	(6,166	)	(3.8	)%
Free promotional slot plays (1)	$	11,909		$	13,502		$	(1,593	)	(11.8	)%	$	33,801		$	36,664		$	(2,863	)	(7.8	)%
Weighted average number of machines (in units)	2,330			2,330			—			—		2,331			2,331			—			—
Hold percentage (gross)	8.3		%	8.1		%	0.2		%	2.5	%	8.3		%	8.3		%	—			—
Win per unit per day (gross) (in dollars)	$	263		$	265		$	(2	)	(0.8	)%	$	248		$	258		$	(10	)	(3.9	)%
Table games:
Drop	$	56,668		$	55,751		$	917		1.6	%	$	172,078		$	154,968		$	17,110		11.0	%
Revenues	$	11,758		$	10,514		$	1,244		11.8	%	$	34,503		$	30,328		$	4,175		13.8	%
Weighted average number of games (in units)	73			69			4			5.8	%	73			67			6			9.0	%
Hold percentage (2)	20.7		%	18.9		%	1.8		%	9.5	%	20.1		%	19.6		%	0.5		%	2.6	%
Win per unit per day (in dollars)	$	1,768		$	1,675		$	93		5.6	%	$	1,738		$	1,655		$	83		5.0	%
Poker:
Revenues	$	738		$	870		$	(132	)	(15.2	)%	$	2,329		$	2,636		$	(307	)	(11.6	)%
Weighted average number of tables (in units)	18			18			—			—		18			18			—			—
Revenue per unit per day (in dollars)	$	451		$	531		$	(80	)	(15.1	)%	$	474		$	536		$	(62	)	(11.6	)%

_________

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

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

Gaming revenues for the three months ended June 30, 2015 compared to the same period in the prior year were relatively flat primarily reflecting increased table game revenues, partially offset by lower slot revenues. Gaming revenues for the nine months ended June 30, 2015 compared to the same period in the prior year declined primarily due to lower slot revenues, partially offset by increased table game revenue. We believe slot revenues continued to be pressured by a sluggish regional economic environment. Table game revenues benefited from higher year over year hold percentages and increased volumes driven by the addition of our hotel and convention center.

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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,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Meals served	192		207		(15		)	(7.2	)%	509		573		(64		)	(11.2	)%
Average price per meal served (in dollars)	$	17.27	$	16.54	$	0.73		4.4	%	$	18.13	$	17.19	$	0.94		5.5	%

Food and beverage revenues for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year decreased primarily as a result of the reductions in meals served due, in part, to changes in our promotional programs designed to improve profitability.

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,
	2015			2014			Variance			Percentage Variance		2015			2014			Variance			Percentage Variance
Rooms occupied	21			20			1			5.0	%	61			47			14			29.8	%
Occupancy rate	96.1		%	94.9		%	1.2		%	1.3	%	94.0		%	90.4		%	3.6		%	4.0	%
Average daily room rate (in dollars)	$	66		$	62		$	4		6.5	%	$	62		$	59		$	3		5.1	%
Revenue per available room (in dollars)	$	63		$	58		$	5		8.6	%	$	58		$	53		$	5		9.4	%

Hotel revenues for the three months ended June 30, 2015 compared to the same period in the prior year increased primarily due to the continued ramp-up of our hotel operations. Hotel revenues for the nine months ended June 30, 2015 compared to the same period in the prior year increased primarily as a result of a full period of hotel operations.

Retail, entertainment and other revenues for the three months ended June 30, 2015 compared to the same period in the prior year were relatively flat. Retail, entertainment and other revenues for the nine months ended June 30, 2015 compared to the same period in the prior year increased primarily due to higher retail revenues resulting from changes in our promotional programs.

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,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Gaming	$	50,517	$	51,297	$	(780	)	(1.5	)%	$	144,222	$	148,716	$	(4,494	)	(3.0	)%
Food and beverage	2,189		2,293		(104		)	(4.5	)%	5,951		6,305		(354		)	(5.6	)%
Hotel (1)	1,484		1,354		130			9.6	%	4,158		3,207		951			29.7	%
Retail, entertainment and other	548		834		(286		)	(34.3	)%	1,364		1,864		(500		)	(26.8	)%
Advertising, general and administrative	7,384		8,404		(1,020		)	(12.1	)%	22,121		23,729		(1,608		)	(6.8	)%
Depreciation and amortization	2,968		3,076		(108		)	(3.5	)%	9,089		9,299		(210		)	(2.3	)%
Loss on disposition of assets	—		—		—			—		2		1		1			100.0	%
Severance	—		—		—			—		126		—		126			100.0	%
Pre-opening	—		—		—			—		—		1,187		(1,187		)	(100.0	)%
Total	$	65,090	$	67,258	$	(2,168	)	(3.2	)%	$	187,033	$	194,308	$	(7,275	)	(3.7	)%

 ___________

(1) Hotel operations commenced on November 15, 2013.

Gaming costs and expenses for the three months and nine months ended June 30, 2015 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 and reduced payroll costs. The decline in gaming costs and expenses for the three months ended June 30, 2015 also resulted from lower costs related to momentum dollar redemptions at Mohegan Sun Pocono-owned outlets. Expenses associated with the Pennsylvania slot machine tax totaled $31.1 million and $88.7 million for the three months and nine months ended June 30, 2015, respectively, and $31.4 million and $91.8 million for the three months and nine months ended June 30, 2014, respectively. Expenses associated with the Pennsylvania table game tax totaled $1.8 million and $5.2 million for the three months and nine months ended June 30, 2015, respectively, and $1.6 million and $4.6 million for the three months and nine months ended June 30, 2014, respectively. Gaming costs and expenses as a percentage of gaming revenues were 70.6% and 71.5% for the three months

41

and nine months ended June 30, 2015, respectively, and 72.0% and 72.4% for the three months and nine months ended June 30, 2014, respectively.

Food and beverage costs and expenses for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year decreased primarily as a result of lower payroll costs and cost of goods sold commensurate with the declines in food and beverage revenues. These results were partially offset by reduced costs 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, 2015 compared to the same period in the prior year increased primarily due to reduced costs 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, 2015 compared to the same period in the prior year increased primarily as a result of a full period of hotel operations.

Retail, entertainment and other costs and expenses for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year declined primarily as a result of lower entertainment costs driven byfewer shows held at the new 1,500-seat entertainment venue and non-recurring costs associated with the January 2014 grand opening festivities for the hotel. The decline in retail, entertainment and other costs and expenses for the nine months ended June 30, 2015 also reflected increased costs of retail, entertainment and other complimentaries, resulting in higher amounts of retail, entertainment and other complimentaries costs being allocated to gaming costs and expenses, partially offset by higher payroll costs and retail cost of goods sold.

Advertising, general and administrative costs and expenses for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year declined primarily due to our overall focus on managing expenses resulting in reduced payroll and advertising costs.

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,
	2015		2014		Variance			Percentage Variance		2015		2014		Variance			Percentage Variance
Corporate and other:
Gross revenues (1)	$	1,560	$	1,575	$	(15	)	(1.0	)%	$	4,704	$	3,850	$	854		22.2	%
Less-Promotional allowances	20		26		(6		)	(23.1	)%	50		70		(20		)	(28.6	)
Net revenues	$	1,540	$	1,549	$	(9	)	(0.6	)%	$	4,654	$	3,780	$	874		23.1	%
Expenses	$	7,179	$	9,319	$	(2,140	)	(23.0	)%	$	23,580	$	29,731	$	(6,151	)	(20.7	)%
Depreciation and amortization	261		272		(11		)	(4.0	)%	791		725		66			9.1	%
Total expenses	$	7,440	$	9,591	$	(2,151	)	(22.4	)%	$	24,371	$	30,456	$	(6,085	)	(20.0	)%

 ___________

(1) Primarily represented inter-segment revenues which are eliminated in consolidation.

Corporate and other expenses for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year declined primarily due to reduced expenditures associated with our pursuit of a Massachusetts casino license, partially offset by additional expenditures related to our pursuit of a casino license in South Korea. The reduction in Corporate and other expenses for the nine months ended June 30, 2015 was partially offset by higher payroll costs.

42

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,
	2015			2014			Variance			Percentage Variance		2015			2014			Variance			Percentage Variance
Accretion of discount to the relinquishment liability (1)	$	—		$	(552	)	$	552		100.0	%	$	(227	)	$	(1,654	)	$	1,427		86.3	%
Interest income (2)	1,906			1,701			205			12.1	%	5,554			4,947			607			12.3	%
Interest expense, net of capitalized interest	(35,660		)	(36,426		)	766			2.1	%	(107,692		)	(111,692		)	4,000			3.6	%
Loss on early extinguishment of debt (3)	—			(2		)	2			100.0	%	—			(62,277		)	62,277			100.0	%
Other income (expense), net (4)	(50		)	59			(109		)	N.M.		(1,260		)	(819		)	(441		)	(53.8	)%
Total other expense	$	(33,804	)	$	(35,220	)	$	1,416		4.0	%	$	(103,625	)	$	(171,495	)	$	67,870		39.6	%

_________

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

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

(3) Primarily represented financing fees expensed in connection with our November 2013 refinancing transactions.

(4) Primarily represented loss from unconsolidated affiliates.

N.M. - Not meaningful.

Interest expense for the three months and nine months ended June 30, 2015 compared to the same periods in the prior year declined primarily as a result of lower weighted average outstanding debt. Weighted average outstanding debt was $1.72 billion and $1.74 billion for the three months and nine months ended June 30, 2015, respectively, compared to $1.78 billion and $1.76 billion for the three months and nine months ended June 30, 2014, respectively. Weighted average interest rate was 8.3% for each of the three months and nine months ended June 30, 2015, respectively, compared to 8.2% and 8.5% for the three months and nine months ended June 30, 2014, 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 Pocono during the months of May through August. Accordingly, our operating results for the three months and nine months ended June 30, 2015 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,
	2015			2014			Variance			Percentage     Variance
Net cash provided by operating activities	$	144,483		$	48,323		$	96,160		199.0	%
Net cash used in investing activities	(13,870		)	(15,461		)	1,591			10.3	%
Net cash used in financing activities	(109,561		)	(24,828		)	(84,733		)	(341.3	)%
Net increase in cash and cash equivalents	$	21,052		$	8,034		$	13,018		162.0	%

As of June 30, 2015 and September 30, 2014, we held cash and cash equivalents of $70.2 million and $49.1 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, relinquishment liability reassessments and gains and losses on early extinguishment of debt.

The increase in cash provided by operating activities for the nine months ended June 30, 2015 compared to the same period in the prior year resulted from increased net income and lower working capital requirements. Cash provided by operating activities for the nine months ended June 30, 2014 were negatively impacted by approximately $52.0 million as a result of our November 2013 refinancing transactions, including payments of tender and consent fees.

Operating activities are a significant source of our cash flows. We utilize cash flows from operations for scheduled interest payments, relinquishment payments, planned capital expenditures, distributions to the Tribe, projected working capital needs and

43

debt reduction, as well as to make investments, from time to time. There are numerous 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 Pocono;

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

• an act of terrorism on the United States.

The decrease in cash used in investing activities for the nine months ended June 30, 2015 compared to the same period in the prior year was primarily due to lower capital expenditures after factoring in related restricted cash. The increase in cash used in financing activities for the nine months ended June 30, 2015 compared to the same period in the prior year was driven by debt repayments.

External Sources of Liquidity

Senior Secured Credit Facilities

In November 2013, we entered into a loan agreement among us, the Tribe, the guarantors as defined below, RBS Citizens, N.A. as administrative and collateral agent and the other lenders and financial institutions party thereto, providing for $955.0 million in aggregate principal amount of senior secured credit facilities, or the senior secured credit facilities, comprised of a $100.0 million senior secured revolving credit facility, or the revolving facility, a $125.0 million senior secured term loan A facility, or the term loan A facility, and a $730.0 million senior secured term loan B facility, or the term loan B facility. The senior secured credit facilities mature on June 15, 2018, subject to extension based on the satisfaction of certain conditions to November 19, 2018 (in the case of the revolving facility and the term loan A facility) and November 19, 2019 (in the case of the term loan B facility).

The term loan A facility amortizes in equal quarterly installments in an aggregate annual amount equal to 5.0% of the original principal amount for the first year after the closing date, 7.5% of the original principal amount for the second year after the closing date and 10.0% of the original principal amount in each year thereafter, with the balance payable on the maturity date of the term loan A facility. The term loan B facility amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount. Amortization of the term loan A facility and term loan B facility began with the first full fiscal quarter after the closing date.

As of June 30, 2015, amounts outstanding under the revolving facility, term loan A facility and term loan B facility totaled $8.0 million, $114.1 million and $719.1 million, respectively. As of June 30, 2015, letters of credit issued under the revolving facility totaled $3.0 million, of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the revolving facility, and after taking into account restrictive financial covenant requirements, we had approximately $89.0 million of borrowing capacity under the revolving facility and line of credit as of June 30, 2015.

Borrowings under the senior secured credit facilities incur interest as follows: (i) for base rate loans under the revolving facility and term loan A facility, a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 basis points and (c) the one-month LIBOR rate plus 100 basis points (the highest of (a), (b) and (c), the “base rate”), plus a leverage-based margin of 250 to 350 basis points; (ii) for Eurodollar rate loans under the revolving facility and term loan A facility, the applicable LIBOR rate plus a leverage-based margin of 350 to 450 basis points; (iii) for base rate loans under the term loan B facility, the base rate (subject to a 2.0% floor) plus 350 basis points; and (iv) for Eurodollar rate loans under the term loan B facility, the applicable LIBOR rate (subject to a 1.0% floor) plus 450 basis points. We also are required to pay a leverage-based commitment fee of between 37.5 and 50 basis points for unused commitments under the revolving facility. Interest on base rate loans is payable quarterly in arrears. Interest on Eurodollar rate loans of three months or less is payable at the end of each applicable interest period and for Eurodollar rate loans of more than three months, interest is payable at intervals of three months duration after the beginning of such interest period.

As of June 30, 2015, the $8.0 million outstanding under the revolving facility was comprised of a $3.0 million base rate loan based on a base rate of 3.25% plus 325 basis points and $5.0 million in Eurodollar rate loans based on a Eurodollar rate of 0.19% plus 425 basis points. The commitment fee was 0.50% as of June 30, 2015. As of June 30, 2015, the $114.1 million outstanding under the term loan A facility was based on a Eurodollar rate of 0.28% plus 425 basis points. As of June 30, 2015, the $719.1 million outstanding under the term loan B facility was based on the Eurodollar rate floor of 1.0% plus 450 basis points.

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Our obligations under the senior secured credit facilities are fully and unconditionally guaranteed, jointly and severally, by the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming, or collectively, the guarantors. The senior secured credit facilities are 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 Pocono 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 senior secured credit facilities as they and future guarantor subsidiaries acquire them.

The senior secured credit facilities contain customary covenants applicable to us and our restricted subsidiaries, including 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 senior secured credit facilities include financial maintenance covenants pertaining to total leverage, secured leverage and minimum fixed charge coverage.

Maximum total leverage ratio covenant, or ratio of total debt to annualized EBITDA, as such terms are defined under the senior secured credit facilities:

Fiscal Quarters Ending:
June 30, 2015	6.25:1.00
September 30, 2015 and thereafter	6.00:1.00

Maximum secured leverage ratio covenant, or ratio of secured debt to annualized EBITDA, as such terms are defined under the senior secured credit facilities:

Fiscal Quarters Ending:
June 30, 2015	3.50:1.00
September 30, 2015 through June 30, 2016	3.25:1.00
September 30, 2016 and thereafter	3.00:1.00

Minimum fixed charge coverage ratio covenant, as defined under the senior secured credit facilities:

Fiscal Quarters Ending:
June 30, 2015 and thereafter	1.05:1.00

As of June 30, 2015, we and the Tribe were in compliance with all respective covenant requirements under the senior secured credit facilities.

We continue to monitor revenues and manage expenses and enhance operating efficiencies to ensure continued compliance with our financial covenant requirements under the senior secured credit facilities. While we anticipate that we will remain in compliance with all covenant requirements under the senior secured credit facilities for all periods prior to maturity, we may need to increase revenues or offset any future declines in revenues by implementing additional cost saving and other initiatives to ensure 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 senior secured 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 the senior secured 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 Unsecured Notes

2013 9 ³/4% Senior Unsecured Notes

In August 2013, we issued $500.0 million senior unsecured notes with fixed interest payable at a rate of 9.75% per annum, or the 2013 senior unsecured notes. The 2013 senior unsecured notes mature on September 1, 2021. We may redeem the 2013 senior unsecured notes, in whole or in part, at any time prior to September 1, 2016 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest to the date of redemption. On or after September 1, 2016, we may redeem the 2013 senior unsecured notes, in whole or in part, at specified redemption prices, together with accrued interest to the date of redemption. If we experience specific kinds of change of control triggering events, we must offer to repurchase the 2013 senior unsecured notes at a price equal to 101% of the principal amount thereof, plus accrued interest to the purchase date. In addition, if we undertake certain types of asset sales and do not use the related sale proceeds for specified purposes, we may be required to offer to repurchase the 2013 senior unsecured notes at a price equal to 100% of the principal amount, plus accrued interest. Interest

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on the 2013 senior unsecured notes is payable semi-annually on March 1^st and September 1^st. On March 11, 2014, we completed an offer to exchange the 2013 senior unsecured notes for a new issue of substantially identical debt securities registered under the Securities Act of 1933, with all outstanding notes being exchanged.

The 2013 senior unsecured notes are uncollateralized general obligations and are effectively subordinated to all of our and the guarantors' and future guarantor subsidiaries' senior secured indebtedness, including the senior secured credit facilities, to the extent of the value of the collateral securing such indebtedness. The 2013 senior unsecured notes also are effectively subordinated to any indebtedness and other liabilities (including trade payables) of our subsidiaries that do not guarantee the 2013 senior unsecured notes. The 2013 senior unsecured notes rank equally in right of payment with our other unsecured, unsubordinated indebtedness, including trade payables. The 2013 senior unsecured notes are fully and unconditionally guaranteed, jointly and severally, by the guarantors.

The 2013 senior unsecured notes indenture contains certain covenants that, subject to certain significant exceptions, limit, among other things, our and the guarantors’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or transfer and sell assets. The 2013 senior unsecured notes indenture includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness, the occurrence of which is caused by a failure to pay principal, premium or interest or results in the acceleration of such indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults.

Senior Subordinated Notes

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. In March 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. Subsequent to our March 2012 private exchange offer, $9.7 million of the 2005 senior subordinated notes remained outstanding, which amount, including accrued interest, was repaid at maturity on February 15, 2015 with cash on hand and drawings under the revolving facility.

2012 11% Senior Subordinated Notes

In March 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 our then outstanding 2004 7 1/8% 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 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 suffer 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. 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.

In August 2013, we repurchased an aggregate principal amount of $69.0 million 2012 senior subordinated notes. An aggregate principal amount of $275.2 million 2012 senior subordinated notes remains outstanding as of June 30, 2015.

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 senior secured credit facilities and 2013 senior unsecured notes. The senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by the guarantors.

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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, 2015, 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

In November 2013, we entered into a $16.5 million revolving credit facility with Bank of America, N.A., or the line of credit. The line of credit is coterminous with the senior secured credit facilities. Pursuant to provisions of the senior secured credit facilities, under certain circumstances, the line of credit may be converted into loans under the senior secured credit facilities. 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 ratio, as each term is defined under the line of credit. As of June 30, 2015, no amount was drawn on the line of credit. Borrowings under the line of credit are uncollateralized obligations. The line of credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the senior secured credit facilities. As of June 30, 2015, we were in compliance with all covenant requirements under the line of credit.

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 was amended in June 2014 to extend the maturity date to September 30, 2015. The 2009 Mohegan Tribe promissory note accrues interest at an annual rate of 10.0%. As amended, accrued interest is payable as follows: (i) $1.2 million per quarter, commencing December 31, 2013 through March 31, 2014 and (ii) $1.3 million on June 30, 2015, with the balance of accrued and unpaid interest due at maturity. As amended, principal outstanding under the 2009 Mohegan Tribe promissory note amortizes as follows: (i) $1.625 million per quarter, commencing December 31, 2012 through September 30, 2013, (ii) $875,000 per quarter, commencing December 31, 2013 through March 31, 2014, (iii) $875,000 on June 30, 2015 and (iv) $875,000 at maturity.

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 was amended in June 2014 to extend the maturity date to March 31, 2017. The 2012 Mohegan Tribe Minor's Trust promissory note accrues interest at an annual rate of 10.0%. As amended, accrued interest is payable as follows: (i) quarterly, commencing June 30, 2012 through March 31, 2014, (ii) on July 1, 2014 on the unpaid balance for the period April 1, 2014 through June 30, 2014, (iii) $800,000 per quarter, commencing September 30, 2015 through March 31, 2016 and (iv) quarterly, thereafter on the unpaid balance. As amended, principal outstanding under the 2012 Mohegan Tribe Minor's Trust promissory note amortizes as follows: (i) $500,000 per quarter, commencing December 31, 2012 through March 31, 2014, (ii) $500,000 on July 1, 2014 and September 30, 2015, (iii) $1.5 million per quarter, commencing December 31, 2015 through September 30, 2016 and (iv) $10.0 million at maturity.

2013 Mohegan Tribe Promissory Note

In March 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.

Downs Lodging Credit Facility

In July 2012, Downs Lodging, a single purpose entity and wholly-owned unrestricted subsidiary, entered into a credit agreement providing for a $45.0 million term loan from a third-party lender, or the Downs Lodging credit facility. The proceeds from the Downs Lodging credit facility were used by Downs Lodging to fund Project Sunlight, a hotel and convention center

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expansion project at Mohegan Sun Pocono. 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, 2015, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging credit facility.

Capital Expenditures

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

	Capital Expenditures
	Nine Months Ended		Remaining Forecasted		Total Forecasted
	June 30, 2015		Fiscal Year 2015		Fiscal Year 2015
Mohegan Sun:
Maintenance	$	6.6	$	23.4	$	30.0
Development	0.3		—		0.3
Subtotal	6.9		23.4		30.3
Mohegan Sun Pocono:
Maintenance	1.8		3.2		5.0
Development	0.2		—		0.2
Subtotal	2.0		3.2		5.2
Corporate:
Expansion - Project Sunlight	0.1		—		0.1
Subtotal	0.1		—		0.1
Total	$	9.0	$	26.6	$	35.6

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

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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,
	2015		2014		2015		2014
Prior bank credit facility	$	—	$	—	$	—	$	3,199
Prior term loan facility (1)	—		—		—		2,924
Senior secured credit facility - revolving	451		507		1,591		976
Senior secured credit facility - term loan A (1)	1,369		1,464		4,288		3,591
Senior secured credit facility - term loan B (1)	10,547		10,625		31,699		26,183
2009 11 1/2% second lien senior secured notes (1)	—		—		—		5
2012 11 1/2% second lien senior secured notes (1)	—		—		—		3,285
2013 9 3/4% senior unsecured notes	12,188		12,188		36,563		36,563
2004 7 1/8% senior subordinated notes	—		377		—		1,131
2005 6 7/8% senior subordinated notes	—		166		249		498
2012 11% senior subordinated notes (1)	7,756		7,736		23,252		23,193
Line of credit	50		60		174		170
2009 Mohegan Tribe promissory note	44		44		131		196
2012 Mohegan Tribe Minor's Trust promissory note	411		424		1,234		1,309
2013 Mohegan Tribe promissory note	73		73		221		221
Downs Lodging credit facility	1,557		1,557		4,671		4,808
Capital leases	25		50		83		184
Amortization of debt issuance costs	1,189		1,155		3,536		3,991
Capitalized interest	—		—		—		(735		)
Total interest expense, net of capitalized interest	$	35,660	$	36,426	$	107,692	$	111,692

 ___________

(1) Includes accretion of discount.

Contractual Obligations

Effective March 5, 2015, we entered into a sublease agreement with the Mohegan Tribal Finance Authority, a wholly-owned instrumentality of the Tribe, to sublease an approximately 1.2-acre site upon which will be built an approximately 400-room hotel and related improvements for a term of 28 years and 4 months, commencing upon the completion of the project. Rental payments under the sublease also will commence upon the completion of the project, which is anticipated to occur in the fall of 2016. We classified the sublease as an operating lease for financial reporting purposes. Minimum future rental expense that we expect to incur under the sublease agreement is as follows (in thousands):

	Fiscal Years Ending September 30,
	2015		2016		2017		2018		2019		Thereafter		Total
Minimum future rental expense	$	—	$	—	$	6,327	$	6,908	$	7,011	$	224,682	$	244,928

There has been no material change to the other contractual obligations previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2014.

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, 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, 2014 for further details regarding risks relating to our sufficiency of resources. Inclusive of letters of credit, which reduce borrowing availability under the revolving facility, and after taking into account restrictive financial covenant requirements, we had approximately $89.0 million of borrowing capacity under the revolving facility and line of credit as of June 30, 2015. Distributions to the Tribe are anticipated to total approximately $50 million for fiscal 2015.

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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, 2014.

Impact of Inflation

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

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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. As of June 30, 2015, our primary exposure to market risk was interest rate risk associated with our senior secured credit facilities which accrued interest on the basis of a base rate formula or a Eurodollar rate formula, plus applicable rates, as defined under the respective facility.

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 about our debt obligations as of June 30, 2015 that were 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 were 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 were based on quoted market prices or prices of similar instruments as of June 30, 2015.

	Expected Maturity Date																		Total			Fair Value
	2015			2016			2017			2018			2019			Thereafter
Liabilities (in thousands)
Long-term debt and capital lease obligations (including current portions):
Fixed rate	$	1,714		$	52,944		$	11,267		$	276,265		$	7,831		$	501,007		$	851,028		$	880,811
Average interest rate	8.5		%	12.3		%	9.2		%	11.0		%	3.8		%	9.7		%	10.2		%
Variable rate	$	4,168		$	19,019		$	19,800		$	798,125		—			—			$	841,112		$	835,530
Average interest rate (1)	5.0		%	5.1		%	5.8		%	6.5		%	—			—			5.8		%

_________

(1) A 100 basis point change in average interest rate would impact annual interest expense by approximately $8.4 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, 2015. 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, 2015, 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, 2015, 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, 2014.

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 14, 2015	By:	/S/    KEVIN P. BROWN
			Kevin P. Brown Chairman and Member, Management Board
Date:	August 14, 2015	By:	/S/  MITCHELL GROSSINGER ETESS
			Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer)
Date:	August 14, 2015	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 January 27, 2014 (the “2014 Form S-4”) 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 5, 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 5, 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 5, 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 5, 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 5, 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).
3.22	Operating Agreement of Mohegan Golf, LLC, dated as of April 8, 2008 (filed as Exhibit 3.22 to the 2014 Form S-4 and incorporated by reference herein).
3.23	Operating Agreement of Mohegan Ventures Wisconsin, LLC, dated as of March 1, 2007 (filed as Exhibit 3.23 to the 2014 Form S-4 and incorporated by reference herein).
3.24	Certificate of Amendment to Certificate of Formation of Wisconsin Tribal Gaming, LLC, dated as of May 20, 2009 (filed as Exhibit 3.24 to the 2014 Form S-4 and incorporated by reference herein).
3.25	Operating Agreement of Wisconsin Tribal Gaming, LLC, dated as of March 1, 2007 (filed as Exhibit 3.25 to the 2014 Form S-4 and incorporated by reference herein).
3.26	Certificate of Amendment to Certificate of Formation of MTGA Gaming, LLC, dated as of May 20, 2009 (filed as Exhibit 3.26 to the 2014 Form S-4 and incorporated by reference herein).
3.27	Operating Agreement of MTGA Gaming, LLC, dated as of August 1, 2007 (filed as Exhibit 3.27 to the 2014 Form S-4 and incorporated by reference herein).
4.1	Relinquishment Agreement, dated as of February 7, 1998, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Trading Cove Associates (filed as Exhibit 10.14 to the Authority’s Form 10-K405 for the fiscal year ended September 30, 1998, filed with the SEC on December 29, 1998 and incorporated by reference herein).
4.2	Indenture, dated as of February 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 Authority’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2004, filed with the SEC on February 14, 2005 (the “December 2004 Form 10-Q”) and incorporated by reference herein).
4.3	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).
4.4	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).
4.5	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).
4.6	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).
4.7	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 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).

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Exhibit No.	Description
4.8	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).
4.9	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).
4.10	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).
4.11	Indenture, dated as of August 15, 2013, 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 9 3/4% Senior Notes Due 2021 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013, filed with the SEC on December 27, 2013 (the “2013 Form 10-K”) and incorporated by reference herein).
4.12	Form of Global 9 3/4% Senior Notes Due 2021 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.30 to the 2013 Form 10-K and incorporated by reference herein).
4.13	Registration Rights Agreement, dated August 11, 2015, between the Mohegan Tribal Gaming Authority, the subsidiary guarantors party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc., as representatives of the several initial purchasers, relating to the $85,000,000 Principal Amount of 9 3/4% Senior Notes Due 2021 of the Mohegan Tribal Gaming Authority (filed herewith).
10.1	First Amendment to the Priority Distribution Agreement, dated as of December 31, 2014, by and between the Mohegan Tribal Gaming Authority and the Mohegan Tribe of Indians of Connecticut (filed as Exhibit 10.1 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014, filed with the SEC on February 17, 2015 and incorporated by reference herein).
10.2	Amendment to the Land Lease, dated as of February 27, 2015, between the Mohegan Tribe of Indians of Connecticut and the Mohegan Tribal Gaming Authority (filed as Exhibit 10.2 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015, filed with the SEC on May 15, 2015 and incorporated by reference herein).
10.3	Increase Joinder and Amendment Agreement, dated as of August 11, 2015, among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, Citizens Bank, N.A., as administrative agent, and the lenders party thereto (filed herewith).
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).
32.1	Section 1350 Certification of Chief Executive Officer (filed herewith).
32.2	Section 1350 Certification of Chief Financial Officer (filed herewith).
101.INS*	XBRL Instance Document (filed herewith).
101.SCH*	XBRL Taxonomy Extension Schema (filed herewith).
101.CAL*	XBRL Taxonomy Calculation Linkbase (filed herewith).
101.DEF*	XBRL Taxonomy Extension Definition Linkbase (filed herewith).
101.LAB*	XBRL Taxonomy Extension Label Linkbase (filed herewith).
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase (filed herewith).

 _____________

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

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EX-4.13

Exhibit 4.13

MOHEGAN TRIBAL GAMING AUTHORITY

$85,000,000 Principal Amount of 9.750% Senior Notes due 2021

REGISTRATION RIGHTS AGREEMENT

August 11, 2015

Merrill Lynch, Pierce, Fenner & Smith Incorporated

RBS Securities Inc.

As Representatives of the several Initial Purchasers

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

Mohegan Tribal Gaming Authority (“MTGA”), an instrumentality of the Mohegan Tribe of Indians of Connecticut (the “Tribe”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc., as representatives of the other initial purchasers as set forth in the purchase agreement, dated August 6, 2015 (the “Purchase Agreement”) (collectively, the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, $85,000,000 aggregate principal amount of additional 9.750% Senior Notes due 2021 (the “Initial Notes”). The Initial Notes will be issued pursuant to that certain indenture, dated August 15, 2013 (as amended, supplemented, waived or otherwise modified, the “Indenture”), among MTGA, the Tribe (for the limited purposes set forth therein), the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”). The Initial Notes will each be irrevocably and unconditionally guaranteed as to payment of principal, premium, if any, and interest, jointly and severally by each of the subsidiary guarantors set forth on Schedule I attached hereto (each a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), subject to the terms of the Indenture, including Section 10.03 thereof. The guarantees of the Subsidiary Guarantors are collectively referred to herein as the “Subsidiary Guarantees.”

As an inducement to the Initial Purchasers, MTGA agrees with the Initial Purchasers, for the benefit of the holders of the Initial Notes (including, without limitation, the Initial Purchasers) and the Exchange Notes (as defined below) (collectively the "Holders"), as follows:

1.  Registered Exchange Offer.  (a) MTGA shall, at its own cost, use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended (the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such

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Holders, in exchange for the Initial Notes, a like aggregate principal amount of debt securities (the “Exchange Notes;” references herein to the “Exchange Notes” include the Subsidiary Guarantees thereof) of MTGA issued under the Indenture and identical in all material respects to the Initial Notes (except for the transfer restrictions relating to the Initial Notes and the provisions relating to the matters described in Section 6 hereof) that would be registered under the Securities Act. MTGA shall use commercially reasonable efforts to cause such Exchange Offer Registration Statement to become effective under the Securities Act within 270 days (or if the 270th day is not a business day, the first business day thereafter) after the original issue date of the Initial Notes (the “Issue Date”).

Following the declaration of the effectiveness of the Exchange Offer Registration Statement, MTGA shall promptly commence the Registered Exchange Offer, it being the objective of such Registered Exchange Offer to enable each holder of Transfer Restricted Securities (as defined in Section 6 hereof) electing to exchange Initial Notes for Exchange Notes (assuming that such Holder is not an affiliate of MTGA within the meaning of the Securities Act, acquires the Exchange Notes in the ordinary course of such Holder’s business and has no arrangements with any person to participate in the distribution of the Exchange Notes and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange Notes from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United States. Notwithstanding any provision hereof, MTGA shall not be required to take any of the aforementioned actions under this Section 1(a) if the Registered Exchange Offer shall not be permissible under applicable law or policy of the Commission.

(b) If an Exchange Offer Registration Statement is required to be filed and declared effective pursuant to Section 1(a) above, MTGA shall use commercially reasonable efforts to (i) keep the Exchange Offer Registration Statement effective for not less than 20 business day (or longer, if required by applicable law) after the date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the “Exchange Offer Registration Period”), (ii) close the Registered Exchange Offer only after accepting all the Initial Notes theretofore validly tendered in accordance with the terms of the Registered Exchange Offer issue and (iii) on or prior to 30 business days after the date on which the Exchange Offer Registration Statement was declared effective by the Commission (such 30^th business day, the “Consummation Deadline”), issue the Exchange Notes in respect of all Initial Notes accepted in the Registered Exchange Offer.

MTGA acknowledges that, pursuant to current interpretations by the Commission’s staff of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, each Holder which is a broker-dealer electing to exchange Initial Notes, acquired for its own account as a result of market making activities or other trading activities, for Exchange Notes (an “Exchanging Dealer”), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of Distribution” section of such prospectus in connection with a sale of any such Exchange Notes received by such Exchanging Dealer pursuant to the Registered Exchange Offer.

MTGA shall use commercially reasonable efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such persons must comply with

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such requirements in order to resell the Exchange Notes; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be delivered by an Exchanging Dealer, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers have sold all Exchange Notes held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) MTGA shall make such prospectus and any amendment or supplement thereto, available to any broker-dealer for use in connection with any resale of any Exchange Notes during such 180-day (or shorter as provided in the foregoing provision) period.

The Initial Notes and the Exchange Notes are herein collectively called the “Securities.”

In connection with the Registered Exchange Offer, MTGA shall use commercially reasonable efforts (except with respect to clause (d)) to:

(a)  mail to each Holder a copy of the prospectus forming part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents;

(b)  utilize the services of a depositary for the Registered Exchange Offer with an address in the Borough of Manhattan, The City of New York, which may be the Trustee or an affiliate of the Trustee;

(c)  permit Holders to withdraw tendered Securities at any time prior to the close of business, New York time, on the last business day on which the Registered Exchange Offer shall remain open; and

(d)  use its reasonable best efforts to otherwise comply with all applicable laws.

As soon as practicable after the close of the Registered Exchange Offer, MTGA shall:

(x)  accept for exchange all the Securities validly tendered and not withdrawn pursuant to the Registered Exchange Offer;

(y)  deliver to the Trustee for cancellation all the Initial Notes so accepted for exchange; and

(z)  cause the Trustee to authenticate and deliver promptly to each Holder (or to the appropriate depositary, for notes in book-entry form) of Initial Notes or Exchange Notes, as the case may be, equal in principal amount to the Initial Notes of such Holder so accepted for exchange.

Interest on each Exchange Note issued pursuant to the Registered Exchange Offer will accrue from the last interest payment date on which interest was paid on the Initial Notes surrendered in exchange therefor or, if no interest has been paid on the Initial Notes, from March 1, 2015.

Each Holder participating in the Registered Exchange Offer shall be required to represent to MTGA that at the time of the consummation of the Registered Exchange Offer (i) any Exchange Notes received by such Holder will be acquired in the ordinary course of business, (ii) such

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Holder does not have and will not have arrangements or understanding with any person to participate in the distribution of the Securities or the Exchange Notes within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as defined in Rule 405 of the Securities Act, of MTGA or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes and (v) if such Holder is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. Each applicable Holder (i) shall be required to acknowledge and agree that any broker-dealer and any such holder using the Registered Exchange Offer to participate in a distribution of the securities to be acquired in the Registered Exchange Offer could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation(available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters, and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Item 507 and 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from MTGA.

Notwithstanding any other provisions hereof, MTGA will use its reasonable best efforts to ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, that MTGA assumes no responsibility pursuant to this paragraph for any untrue statement or omission to state a material fact insofar as such untrue statement or omission is based upon or derived from information furnished to MTGA by any of the Holders specifically for inclusion therein.

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2.  Shelf Registration. If, (i) MTGA is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof because the Registered Exchange Offer is not permitted by applicable law or Commission policy, (ii) the Registered Exchange Offer is not consummated by the Consummation Deadline, (iii) after filing the Exchange Offer Registration Statement with the Commission, MTGA receives a written request from any Initial Purchaser representing that it holds Initial Notes that are prohibited by applicable law or Commission policy from participating in the Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer as a result of applicable law or Commission policy or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradable Exchange Notes on the date of the exchange, MTGA shall take the following actions:

(a)  MTGA shall, at its cost, as promptly as practicable (but in no event more than 90 days after so required or requested pursuant to this Section 2) use commercially reasonable efforts to file with the Commission and thereafter shall use commercially reasonable efforts to cause to be declared effective on or prior to 150 days after such filing obligation arises (unless it becomes effective automatically upon filing) a registration statement (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted Securities (as defined in Section 6 hereof) by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act (hereinafter, the “Shelf Registration”); provided, however, that no Holder shall be entitled to have the Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder.

(b)  MTGA shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective in order to permit the prospectus included therein to be lawfully delivered by the Holders of the relevant Securities, for a period of two years (or for such longer period if extended pursuant to Section 3(j) below) from the Issue Date or such shorter period that will terminate when all the Securities covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) have been distributed to the public pursuant to Rule 144 under the Securities Act. MTGA shall be deemed not to have used commercially reasonable efforts to keep the Shelf Registration Statement effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless such action is required by applicable law.

(c)  Notwithstanding any other provisions of this Agreement to the contrary, MTGA shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

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3.  Registration Procedures. In connection with any Shelf Registration contemplated by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:

(a)  MTGA shall (i) furnish to each Initial Purchaser, prior to the filing thereof with the Commission, a copy of the Registration Statement and each amendment thereof and each supplement, if any, to the prospectus included therein; (ii) include the information set forth in Annex A hereto on the cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the prospectus forming a part of the Exchange Offer Registration Statement and include the information set forth in Annex D hereto in the Letter of Transmittal delivered pursuant to the Registered Exchange Offer; (iii) include the information required by Items 507 or 508 of Regulation S-K under the Securities Act, if applicable, in the prospectus forming a part of the Exchange Offer Registration Statement; (iv) include within the prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution,” which shall contain a summary statement of the positions taken or policies made by the staff of the Commission with respect to the potential “underwriter” status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Notes received by such broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the Commission or such positions or policies represent the prevailing views of the staff of the Commission; and (v) in the case of a Shelf Registration Statement, include in the prospectus included in the Shelf Registration Statement (or, if permitted by Commission Rule 430B(b), in a prospectus supplement that becomes a part thereof pursuant to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section 3(d) and (f), the names of the Holders, who propose to sell Securities pursuant to the Shelf Registration Statement, as selling securityholders, to the extent required by applicable law or Commission policy.

(b)  MTGA shall give written notice to the Initial Purchasers, the Holders of the Securities and any Participating Broker-Dealer from whom MTGA has received prior written notice that it will be a Participating Broker-Dealer in the Registered Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend the use of the prospectus until the requisite changes have been made):

(i)  when the Registration Statement or any amendment thereto has been filed with the Commission and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii)  of any request by the Commission for amendments or supplements to the Registration Statement or the prospectus included therein or for additional information;

(iii)  of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed, and of the happening of any event that causes MTGA to become an “ineligible issuer,” as defined in Commission Rule 405;

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(iv)  of the receipt by MTGA or its legal counsel of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(v)  of the happening of any event that requires MTGA to make changes in the Registration Statement or the prospectus in order that the Registration Statement or the prospectus do not contain an untrue statement of a material fact nor omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the prospectus, in light of the circumstances under which they were made) not misleading.

(c)  MTGA shall use commercially reasonable efforts to obtain the withdrawal at the earliest possible time, of any order suspending the effectiveness of the Registration Statement during the period in which MTGA is required by this Agreement to keep the Registration Statement effective.

(d)  MTGA shall furnish to each Holder holding Securities included within the coverage of the Shelf Registration, without charge, at least one copy of the Shelf Registration Statement and any post-effective amendment or supplement thereto, including financial statements and schedules, and, if the Holder so requests in writing, all exhibits thereto (including those, if any, incorporated by reference). MTGA shall not, without the prior consent of the Initial Purchasers, make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Commission Rule 405.

(e)  MTGA shall deliver to each Exchanging Dealer and each Initial Purchaser, and to any other Holder who so requests, without charge, at least one copy of the Exchange Offer Registration Statement and any post-effective amendment thereto, including financial statements and schedules, and, if any Initial Purchaser or any such Holder requests, all exhibits thereto (including those incorporated by reference).

(f)  MTGA shall, during the Shelf Registration Period, deliver to each Holder holding Securities included within the coverage of the Shelf Registration, without charge, as many copies of the prospectus (including each preliminary prospectus) included in the Shelf Registration Statement and any amendment or supplement thereto as such person may reasonably request. MTGA consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the Securities covered by the prospectus, or any amendment or supplement thereto, included in the Shelf Registration Statement, in each case in accordance with applicable law and Commission policy.

(g)  MTGA shall deliver to any Exchanging Dealer, any Participating Broker-Dealer and such other persons required to deliver a prospectus following the Registered Exchange Offer, without charge, as many copies of the final prospectus included in the Exchange Offer Registration Statement and any amendment or supplement thereto as such persons may reasonably request. MTGA consents, subject to the provisions of this Agreement, to the use of the prospectus or any amendment or supplement thereto by any persons required to deliver a prospectus following the Registered Exchange Offer in connection with the offering and sale of the Exchange Notes covered by the prospectus, or any amendment or supplement thereto, included in such Exchange Offer Registration Statement, in each case in accordance with applicable law and Commission policy.

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(h)  Prior to any public offering of the Securities, pursuant to any Registration Statement, MTGA shall register or qualify or cooperate with the Holders of the Securities included therein and their respective counsel in connection with the registration or qualification of the Securities for offer and sale under the securities or “blue sky” laws of such states of the United States as any Holder reasonably requests in writing and do any and all other acts or things necessary or advisable to enable the offer and sale in such jurisdictions of the Securities covered by such Registration Statement; provided, however, that MTGA shall not be required to (i) qualify generally to do business in any jurisdiction where it is not then so qualified or (ii) take any action which would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.

(i)  MTGA shall cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing the Securities to be sold pursuant to any Registration Statement free of any restrictive legends and in such denominations and registered in such names as the Holders may request a reasonable period of time prior to sales of the Securities pursuant to such Registration Statement.

(j)  Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of Section 3(b) above during the period for which MTGA is required to maintain an effective Registration Statement, MTGA shall promptly prepare and file a post-effective amendment to the Registration Statement or a supplement to the related prospectus and any other required document so that, as thereafter delivered to Holders or purchasers of Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If MTGA notifies the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of the prospectus until the requisite changes to the prospectus have been made, then the Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers shall suspend use of such prospectus, and the period of effectiveness of the Shelf Registration Statement provided for in Section 2(b) above and the Exchange Offer Registration Statement provided for in Section 1 above shall each be extended by the number of days from and including the date of the giving of such notice to and including the date when the Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this Section 3(j). During the period during which MTGA is required to maintain an effective Shelf Registration Statement pursuant to this Agreement, MTGA will, prior to the three‑year expiration of that Shelf Registration Statement, file and use its best efforts to cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration Statement to make registered dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement.

(k)  Not later than the effective date of the applicable Registration Statement, MTGA will provide a CUSIP number for the Exchange Notes, and provide the applicable trustee with printed certificates for the Exchange Notes in a form eligible for deposit with The Depository Trust Company.

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(l)  MTGA will comply with all rules and regulations of the Commission to the extent and so long as they are applicable to the Registered Exchange Offer or the Shelf Registration and will make generally available to its security holders (or otherwise provide in accordance with Section 11(a) of the Securities Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act, no later than 45 days after the end of a 12-month period (or 90 days, if such period is a fiscal year) beginning with the first month of MTGA’s first fiscal quarter commencing after the effective date of the Registration Statement, which statement shall cover such 12-month period.

(m)  [reserved]

(n)  MTGA may require each Holder holding Securities to be sold pursuant to the Shelf Registration Statement to furnish to MTGA such information regarding the Holder and the distribution of the Securities as MTGA may from time to time reasonably require for inclusion in the Shelf Registration Statement, and MTGA may exclude from such registration the Securities of any Holder that fails to furnish such information within ten Business Days after receiving such request.

(o)  MTGA shall enter into such customary agreements (including, if requested, an underwriting agreement in customary form) and take all such other action, if any, as any Holder shall reasonably request in order to facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration contemplated by this Agreement.

(p)  In the case of any Shelf Registration, MTGA shall (i) make reasonably available, pursuant to customary confidentiality agreements or other arrangements, for inspection by the selling Holders, any underwriter participating in any disposition pursuant to the Shelf Registration Statement and any attorney, accountant or other agent retained by the Holders or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of MTGA and (ii) cause MTGA’s officers, directors, employees, accountants and auditors to supply all relevant information reasonably requested by the Holders or any such underwriter, attorney, accountant or agent in connection with the Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such persons, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that the foregoing inspection and information gathering shall be coordinated on behalf of the other parties, by one counsel designated by and on behalf of such other parties as described in Section 4 hereof.

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(q)  In the case of any Shelf Registration, MTGA, if requested by any Holder holding Securities covered thereby, shall cause (i) its counsel to deliver an opinion, relating to the Securities in customary form addressed to such Holders and the managing underwriters, if any, thereof and dated, in the case of the initial opinion, the effective date of such Shelf Registration Statement, covering the matters set forth in the opinion delivered pursuant to Sections 7(c), 7(d), 7(e), 7(f), 7(g) and 7(h) of the Purchase Agreement (provided that without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or any related prospectus); (ii) its officers to execute and deliver all customary documents and certificates and updates thereof reasonably requested by any underwriters of the applicable Securities and (iii) its independent public accountants and the independent public accountants with respect to any other entity for which financial information is provided in the Shelf Registration Statement to provide to the selling Holders and any underwriter therefor a comfort letter in customary form and covering matters of the type customarily covered in comfort letters in connection with primary underwritten offerings, subject to receipt of appropriate documentation as contemplated, and only if permitted, by Statement of Auditing Standards No. 72.

(r)  In the case of the Registered Exchange Offer, if requested by any Initial Purchaser or any known Participating Broker-Dealer, MTGA shall cause (i) its counsel to deliver to such Initial Purchaser or such Participating Broker-Dealer signed opinions of counsel to MTGA in the form set forth in Sections 7(c), 7(d), 7(e), 7(f), 7(g) and 7(h) of the Purchase Agreement, with such changes as are customary in connection with the preparation of a Registration Statement and (ii) its independent public accountants to deliver to such Initial Purchaser or such Participating Broker-Dealer a comfort letter, in customary form, meeting the requirements as to the substance thereof as set forth in Section 7(a) of the Purchase Agreement, with appropriate date changes.

(s)  If a Registered Exchange Offer is to be consummated, upon delivery of the Initial Notes by Holders to MTGA (or to such other Person as directed by MTGA) in exchange for the Exchange Notes, MTGA shall mark, or caused to be marked, on the Initial Notes so exchanged that such Initial Notes are being canceled in exchange for the Exchange Notes; in no event shall the Initial Notes be marked as paid or otherwise satisfied.

(t)  MTGA will use its reasonable best efforts to (a) if the Initial Notes have been rated prior to the initial sale of such Initial Notes, confirm such ratings will apply to the Securities covered by a Registration Statement, or (b) if the Initial Notes were not previously rated, cause the Securities covered by a Registration Statement to be rated with the appropriate rating agencies, if so requested by Holders of a majority in aggregate principal amount of Securities covered by such Registration Statement, or by the managing underwriters, if any.

(u)  In the event that any broker-dealer registered under the Exchange Act shall underwrite any Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”)) thereof, whether as a Holder of such Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, MTGA will assist such broker-dealer in complying with the requirements of such Rules, including, without limitation, by (i) if such Rules, including Rule 5110, shall so require, engaging a “qualified independent underwriter” (as defined in Rule 5110) to participate

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in the preparation of the Registration Statement relating to such Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Securities, (ii) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 5 hereof and (iii) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Rules.

(v)   Prior to consummating the Registered Exchange Offer or filing the Shelf Registration, as the case may be, MTGA and the Subsidiary Guarantors shall make or obtain all Permits necessary in MTGA’s reasonable judgment for the consummation of the transactions contemplated hereby.

(w)  MTGA shall use its best efforts to take all other steps necessary to effect the registration of the Securities covered by a Registration Statement contemplated hereby.

4.  Registration Expenses. MTGA shall bear all fees and expenses incurred in connection with the performance of its obligations under Sections 1 through 3 hereof (including the reasonable fees and expenses, if any, of Latham & Watkins LLP, counsel for the Initial Purchasers, incurred in connection with the Registered Exchange Offer), whether or not the Registered Exchange Offer or a Shelf Registration is filed or becomes effective, and, in the event of a Shelf Registration, shall bear or reimburse the Holders of the Securities covered thereby for the reasonable fees and disbursements of one firm of counsel designated by the Holders of a majority in principal amount of the Initial Notes covered thereby to act as counsel for the Holders of the Initial Notes in connection therewith. Notwithstanding the foregoing or anything to the contrary in this Agreement, MTGA shall not be required to pay any agency or brokerage fees and commissions, transfer taxes and underwriting discounts and commissions relating to the sale or disposition of any Initial Notes or Exchange Notes being registered pursuant to a Shelf Registration Statement.

5.  Indemnification.

(a) MTGA and each of the Subsidiary Guarantors, jointly and severally, agrees to indemnify and hold harmless each Holder of the Securities, any Participating Broker-Dealer and each person, if any, who controls such Holder or such Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act (any of such persons being hereinafter referred to as a “controlling person”), and the officers, employees, directors and affiliates of each such Holder, Participating Broker-Dealer and controlling person (collectively, the “MTGA Indemnified Parties”) against any losses, claims, damages or liabilities, joint or several, to which each Indemnified Party may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or “issuer free writing prospectus,” as defined in Commission Rule 433 (“Issuer FWP”), relating to a Shelf Registration, or arise out of, or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each MTGA Indemnified Party for any reasonable legal or other out-of-pocket expenses reasonably incurred by such MTGA Indemnified Party in connection with investigating, preparing or

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defending against any loss, claim, damage, liability, action, investigation or proceeding whatsoever (whether or not such MTGA Indemnified Party is a party thereto) whether threatened or commenced and in connection with the enforcement of this provision with respect to any of the above as such expenses are incurred; provided, however, that (i) MTGA and the Subsidiary Guarantors will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration in reliance upon and in conformity with written information furnished to MTGA by such Holder specifically for inclusion therein and (ii) with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus relating to a Shelf Registration Statement, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Holder or Participating Broker-Dealer from whom the person asserting any such losses, claims, damages or liabilities purchased the Securities concerned, to the extent that a prospectus relating to such Securities was required to be delivered (including through satisfaction of the conditions of Commission Rule 172) by such Holder or Participating Broker-Dealer under the Securities Act in connection with such purchase and any such loss, claim, damage or liability of such Holder or Participating Broker-Dealer results from the fact that there was not conveyed to such person, at or prior to the time of the sale of such Securities to such person, an amended or supplemented prospectus or, if permitted by Section 3(d), an Issuer FWP correcting such untrue statement or omission or alleged untrue statement or omission if MTGA had previously furnished copies thereof to such Holder or Participating Broker-Dealer; provided further, however, that this indemnity agreement will be in addition to any liability which MTGA or the Subsidiary Guarantors may otherwise have to such MTGA Indemnified Party. MTGA and the Subsidiary Guarantors shall also jointly and severally indemnify underwriters, their officers and directors and each person who controls such underwriters within the meaning of the Securities Act or the Exchange Act to the same extent as provided above with respect to the indemnification of the Holders of the Securities if requested by such Holders.

(b)  Each Holder of the Securities will severally and not jointly indemnify and hold harmless each of MTGA, the Subsidiary Guarantors, and their respective affiliates, and each of their respective directors, each of their respective officers and each of their respective employees and the Subsidiary Guarantors and each person, if any, who controls MTGA or such Subsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Holder Indemnified Party” and together with the MTGA Indemnified Parties, the “Indemnified Parties”), against any losses, claims, damages or liabilities to which such Holder Indemnified Party may become subject, under the Securities Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages, liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement or prospectus or in any amendment or supplement thereto or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to MTGA by such Holder specifically for use therein, and will reimburse any reasonable legal or other out-of-pocket expenses reasonably incurred by such Holder Indemnified Party in connection with investigating, preparing or defending against any

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loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Holder Indemnified Party is a party thereto) whether threatened or commenced based upon any such untrue statement or omission, or any such alleged untrue statement or omission as such expenses are incurred. This indemnity agreement will be in addition to any liability which such Holder may otherwise have to MTGA, any Subsidiary Guarantor or any of their respective controlling persons.

(c)  Promptly after receipt by an Indemnified Party under this Section 5 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, promptly notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (including through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an Indemnified Party otherwise than under subsection (a) or (b) above. In case any such action is brought against any Indemnified Party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who may, subject to the immediately succeeding sentence, be counsel to the indemnifying party), and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party under this Section 5 for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the election of the indemnifying party to assume the defense of such litigation or proceeding, such Indemnified Party shall have the right to employ one separate counsel and to participate in the defense of such litigation or proceeding, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel and shall pay such fees, costs and expenses at least quarterly (provided that with respect to any single litigation or proceeding or with respect to several litigations or proceedings involving substantially similar legal claims, the indemnifying party shall not be required to bear the fees, costs and expenses of more than one such counsel in addition to appropriate local counsel) only if (i) in the reasonable judgment of such Indemnified Party the use of counsel chosen by the indemnifying party to represent such Indemnified Party would present such counsel with a conflict of interest, (ii) the defendants in, or targets of, any such litigation or proceeding include both an Indemnified Party and indemnifying party, and such Indemnified Party shall have reasonably concluded in consultation with counsel that there may be legal defenses available to it or to other Indemnified Parties that are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the Indemnified Party), (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to such Indemnified Party, in the exercise of the Indemnified Party’s reasonable judgment, to represent such Indemnified Party within a reasonable time after notice of the institution of such litigation or proceeding or (iv) the indemnifying party shall authorize in writing such Indemnified Party to employ separate counsel at the expense of the indemnifying party. In any action or proceeding the defense of which the indemnifying party assumes, the Indemnified Party shall have the right to participate in such litigation and retain its own counsel at such Indemnified Party’s own expense. No indemnifying party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened action in respect of which any Indemnified

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Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party unless such settlement (i) includes an unconditional release of such Indemnified Party from all liability on any claims that are the subject matter of such action, and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party.

(d)  If the indemnification provided for in this Section 5 is judicially determined to be unavailable (other than in accordance with the terms of subsection (a) and (b) above) or insufficient to hold harmless an Indemnified Party under subsections (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by MTGA on the one hand and the Holders on the other from the exchange of the Securities, pursuant to the Registered Exchange Offer, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of MTGA and the Subsidiary Guarantors on the one hand the Holders on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by MTGA and the Subsidiary Guarantors on the one hand or such Holder or such other indemnified party, as the case may be, on the other, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this Section 5(d), the Holders of the Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Holders from the sale of the Securities pursuant to a Registration Statement exceeds the amount of any damages which such Holders has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. For purposes of this paragraph (d), each person, if any, who controls such indemnified party within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such indemnified party and each person, if any, who controls MTGA or any Subsidiary Guarantor within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as MTGA or such Subsidiary Guarantor.

(e)  The agreements contained in this Section 5 shall survive the sale of the Securities pursuant to a Registration Statement and shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of any indemnified party.

6.  Additional Interest Under Certain Circumstances.

(a) Additional interest (the “Additional Interest”) with respect to the Initial Notes shall be assessed as follows if any of the following events occur (each such event in clauses (i) through (iii) below a “Registration Default”):

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(i)  270 days after (or if the 270th day is not a business day, the first business day thereafter) the issuance of the Initial Notes, the Exchange Offer Registration Statement has not been declared effective by the Commission;

(ii)  MTGA fails to consummate the Registered Exchange Offer by the Consummation Deadline; or

(iii) if after either the Exchange Offer Registration Statement or the Shelf Registration Statement is declared (or becomes automatically) effective (A) such Registration Statement thereafter ceases to be effective with respect to the Initial Notes; or (B) such Registration Statement or the related prospectus ceases to be usable with respect to the Initial Notes (except as permitted in paragraph (b)) in connection with resales of Transfer Restricted Securities, in each case without being cured within seven days from the date the Exchange Offer Registration Statement or Shelf Registration Statement, as the case may be, first ceases to be usable.

Additional Interest shall accrue on the Transfer Restricted Securities over and above the interest set forth in the title of the Securities, with respect to the first 90-day period immediately following the occurrence of the first Registration Default, in an amount equal to 0.25% per annum. The interest rate of the Initial Notes will increase by an additional 0.25% per annum with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum increase of 1.00% per annum. Following the earliest of (i) the cure of all Registration Defaults related to the Transfer Restricted Securities, (ii) the date on which the Transfer Restricted Securities cease to be Transfer Restricted Securities and (iii) the date that is two years after the Issue Date, the interest rate borne by the Transfer Restricted Securities will be reduced to the original interest rate borne by the Transfer Restricted Securities; provided, however, that if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the Transfer Restricted Securities shall again be subject to Additional Interest pursuant to this paragraph.

(b)  An event referred to in Section 6(a)(iii)(B) hereof shall be deemed not to be a Registration Default that has occurred and is continuing with respect to the Initial Notes in relation to a Shelf Registration Statement or the related prospectus if (i) such event has occurred solely as a result of (x) the filing of a post-effective amendment to such Shelf Registration Statement to incorporate annual audited financial information with respect to MTGA where such post-effective amendment is not yet effective and needs to be declared effective to permit Holders to use the related prospectus or (y) other material events, with respect to MTGA that would need to be described in such Shelf Registration Statement or the related prospectus and (ii) in the case of clause (y), MTGA is proceeding promptly and in good faith to amend or supplement such Shelf Registration Statement and related prospectus to describe such events; provided, however, that in any case if such event with respect to the Initial Notes occurs for a continuous period in excess of 30 days, such event shall constitute a Registration Default pursuant to Section 6(a)(iii)(b) hereof and Additional Interest shall be payable in accordance with the above paragraph from the day such Registration Default occurs until such Registration Default is cured.

(c)  Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) of Section 6(a) above will be payable in cash on the regular interest payment dates with respect to the Initial Notes. The amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Initial Notes, multiplied by a

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fraction, the numerator of which is the number of days such Additional Interest rate was applicable during such period (determined on the basis of a 360-day year comprised of twelve 30-day months), and the denominator of which is 360.

(d)  “Transfer Restricted Securities” means each Security until (i) the date on which such Security has been exchanged by a person other than a broker-dealer for a freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the exchange by a broker-dealer in the Registered Exchange Offer of an Initial Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which such Initial Note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement under circumstances in which any legend borne by such note relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or deemed removed by MTGA or pursuant to the Indenture and (iv) solely for purposes of Sections 6(a)-(c) hereof, the date on which such Security is distributed to the public pursuant to Rule 144 under the Securities Act under circumstances in which any legend borne by such note relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed or deemed removed by MTGA or pursuant to the Indenture.

7.  Rules 144 and 144A.  MTGA shall use its commercially reasonable efforts to continue to file periodic and current reports with the Commission as a “voluntary filer” in a timely manner and, if at any time MTGA ceases to file such reports, it will, upon the request of any Holder, otherwise make publicly available other information so long as necessary to permit sales of their securities pursuant to Rules 144 and 144A. MTGA covenants that it will take such further action as any Holder of Initial Notes may reasonably request, all to the extent required from time to time to enable such Holder to sell Initial Notes without registration under the Securities Act within the limitation of the exemptions provided by Rules 144 and 144A (including the requirements of Rule 144A(d)(4)). MTGA will provide a copy of this Agreement to prospective purchasers of Initial Notes identified to MTGA by the Initial Purchasers upon request. Upon the request of any Holder of Initial Notes, MTGA shall deliver to such Holder a written statement as to whether it has complied with such requirements. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require MTGA to register any of its securities pursuant to the Exchange Act.

8.  Underwritten Registrations.  If any of the Transfer Restricted Securities covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering, provided that such Managing Underwriters must be acceptable to MTGA in its reasonable judgment. Notwithstanding anything to the contrary contained in this Agreement, MTGA shall not be obligated to undertake an underwritten offering pursuant to a Shelf Registration Statement within six months following any underwritten offering (whether or not pursuant to a Shelf Registration Statement).

No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities,

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underwriting agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.

9.  Miscellaneous.

(a)  Amendments and Waivers.  The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, except by MTGA and only upon receipt of the written consent of the Holders of a majority in principal amount of the Initial Notes affected by such amendment, modification, supplement, waiver or consents.

(b)  Notices.  All notices and other communications provided for or permitted hereunder shall be mailed, transmitted electronically, delivered or telegraphed and confirmed:

(1) if to a Holder, at the most current address given by such Holder to MTGA.

(2) if to the Initial Purchasers:

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

One Bryant Park

New York, New York 10036

with a copy to:

Latham & Watkins LLP            885 Third Avenue            New York, NY 10022

Attention: Senet Bischoff

(3)    if to MTGA, at its address as follows:

Mohegan Tribal Gaming Authority            One Mohegan Sun Boulevard            Uncasville, CT 06382

Attention: Attorney General

with a copy to:

Wachtell, Lipton, Rosen & Katz            51 West 52^nd Street            New York, NY 10019

Attention: Joshua A. Feltman

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; three business days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine

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operator, if sent by facsimile transmission; and on the day delivered, if sent by overnight air courier guaranteeing next day delivery.

(c)  No Inconsistent Agreements.  MTGA has not, as of the date hereof, entered into, nor shall it, on or after the date hereof, enter into, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders herein or otherwise conflicts with the provisions hereof.

(d)  Successors and Assigns.  This Agreement shall be binding upon MTGA and its successors and assigns.

(e)  Counterparts.  This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f)  Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(g)  Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

(h)  Severability.  If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(i)  Securities Held by MTGA.  Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by MTGA or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage.

(j) Limited Waiver of Sovereign Immunity.

(i) MTGA and each of the Subsidiary Guarantors, as applicable, consent to the enforcement, levy and other execution of any judgment for money or other damages, whether obtained as a result of a judicial, administrative, or arbitrational proceeding, against any assets, real or personal (other than any property held in trust or subject to a restriction on alienation by the United States and property of which the encumbrance or transfer is not permitted under any applicable federal or state law or regulation (the “Excluded Property”)), of MTGA and the Subsidiary Guarantors. Subject to the foregoing, MTGA and the Subsidiary Guarantors waive their respective sovereign immunity from unconsented suit, whether such suit be brought in law or in equity, or in administrative proceedings or proceedings in arbitration, to permit the commencement, maintenance, and enforcement of any action, by any person with standing to maintain an action, to interpret or enforce the terms of this Agreement and to enforce and execute any judgment resulting therefrom against MTGA and the Subsidiary Guarantors or the assets of

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MTGA and the Subsidiary Guarantors (other than the Excluded Property). Without limiting the generality of the foregoing, MTGA and the Guarantors waive their immunity from unconsented suit to permit the maintenance of the following actions.

(1) Courts. MTGA and the Subsidiary Guarantors each waive their immunity from unconsented suit to permit any court of competent jurisdiction to (A) enforce and interpret the terms of this Agreement and award and enforce the award of damages against MTGA or the Subsidiary Guarantors owing as a consequence of a breach thereof, whether such award is the product of litigation, administrative proceedings or arbitration, (B) determine whether any consent or approval of MTGA or the Subsidiary Guarantors has been improperly granted or unreasonably withheld; (C) enforce any judgment prohibiting MTGA or the Subsidiary Guarantors from taking any action, or mandating or obligating MTGA or the Subsidiary Guarantors to take any action, including a judgment compelling MTGA or the Subsidiary Guarantors to submit to binding arbitration; and (D) adjudicate any claim under the Indian Civil Rights Act of 1968, 25 U.S.C. § 1302 (or any successor statute).

(2) Arbitration. MTGA and the Subsidiary Guarantors each waive their immunity from unconsented suit to permit arbitrators, appointed and acting under the commercial arbitration rule of the American Arbitration Association, to (A) enforce and interpret the terms of this Agreement and to award and enforce the award of any damages against MTGA or the Subsidiary Guarantors owing as a consequence thereof; (B) determine whether any consent or approval of MTGA or the Subsidiary Guarantors has been improperly granted or unreasonably withheld; and (C) enforce any judgment prohibiting MTGA or the Subsidiary Guarantors from taking any action, or mandating or obligating MTGA or the Subsidiary Guarantors to take any action, including a judgment compelling MTGA or the Subsidiary Guarantors to submit to binding arbitration.

(ii) Each of MTGA and the Subsidiary Guarantors hereby irrevocably and unconditionally submits, for itself and its property, to the following courts, jurisdictions and venues for (1) any action or proceeding arising out of or relating to this Agreement: (A) the United States District Court for the Southern District of New York, and all courts to which any appeal therefrom may be available; (B) or if those courts lack or decline jurisdiction over the action, then the courts of the State of New York sitting in the City of New York, County of New York, and all courts to which any appeal therefrom may be available; (C) or if none of the foregoing courts shall have or accept jurisdiction, then the Gaming Disputes Court of the Tribe; (D) or if none of the foregoing courts shall have or accept jurisdiction, then to arbitration under the commercial arbitration rules of the American Arbitration Association; or (2) for recognition or enforcement of any judgment: (A) the courts identified in clause (1) above, (B) courts of the State of Pennsylvania, and any appellate court from which any appeals therefrom are available, as necessary to recognize or enforce such judgments as it applies to any assets, real or personal, located in the State of Pennsylvania or (C) courts of the State of Connecticut, and any appellate court from which any appeals therefrom are available, as necessary to recognize or enforce such judgments as it applies to any assets, real or personal, located in the State of Connecticut. Each of the parties hereto agrees that a final judgment in any such action or proceeding may be enforced by any court of competent jurisdiction.

(iii) Each of MTGA and the Subsidiary Guarantors hereby unconditionally and irrevocably waives the jurisdiction of any court of the Tribe now or hereafter existing or created with respect to any claim, except as provided in Section 9(j)(ii)(1)(C). Each of MTGA and the

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Subsidiary Guarantors unconditionally and irrevocably waives, to the fullest extent it may legally and effectively do so, the application of any rule or doctrine relating to exhaustion of tribal remedies or comity or abstention that might otherwise require a claim be heard in a court of the Tribe. Each of MTGA and the Subsidiary Guarantors agrees that it shall not institute any action in its own tribal court system in respect of any claim, but shall instead resort to the courts set forth, and in the order set forth in Section 9(j)(ii), except as set forth pursuant to Section 9(j)(i)(2).

(iv) Each of MTGA and the Subsidiary Guarantors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in Section 9(j)(ii)(1) or (2). Each of MTGA and the Subsidiary Guarantors hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(v) Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 9(b). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

        (k) Waiver of Jury Trial. The Initial Purchasers and MTGA on their own behalf and, to the extent permitted by applicable law, on behalf of their security holders, hereby agree to waive any right to a trial by jury with respect to any claim, counter-claim or action arising out of or in connection with this Agreement or the transactions contemplated hereby (including, without limitation, the Registered Exchange Offer).

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If the foregoing is in accordance with your understanding of our agreement, please sign and return to MTGA a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers, MTGA and the Subsidiary Guarantors in accordance with its terms.

Very truly yours,

MOHEGAN TRIBAL GAMING AUTHORITY

By: /s/ Mitchell Grossinger Etess

Name: Mitchell Grossinger Etess

Title:     Chief Executive Officer

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MOHEGAN BASKETBALL CLUB LLC

By:/s/ Mitchell Grossinger Etess

Name:     Mitchell Grossinger Etess

Title:    President

MOHEGAN COMMERCIAL VENTURES PA,                             LLC

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:    Manager

DOWNS RACING, L.P.

By Mohegan Commercial Ventures PA, LLC,

its general partner

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

BACKSIDE, L.P.

By Mohegan Commercial Ventures PA, LLC,

its general partner

By: /s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

MILL CREEK LAND, L.P.

By Mohegan Commercial Ventures PA, LLC,

its general partner

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

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NORTHEAST CONCESSIONS, L.P.

By Mohegan Commercial Ventures PA, LLC,

its general partner

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

MOHEGAN VENTURES-NORTHWEST, LLC

By: /s/ Kevin Brown

Name:    Kevin Brown

Title:     Manager

MOHEGAN GOLF, LLC

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

MOHEGAN VENTURES-WISCONSIN, LLC

By Mohegan Tribal Gaming Authority,

its sole manager and member

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Chief Executive Officer

WISCONSIN TRIBAL GAMING, LLC

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

MTGA GAMING, LLC

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     President

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The foregoing Registration

Rights Agreement is hereby confirmed

and accepted as of the date first

above written.

MERRILL LYNCH, PIERCE, FENNER & SMITH

INCORPORATED

By:/s/ Sanjay Rijhwani

Name: Sanjay Rijhwani

Title: Director

RBS SECURITIES INC.

By: /s/ Mark Kotarek

Name: Mark Kotarek

Title: Managing Director

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SCHEDULE I

SUBSIDIARY GUARANTORS

Name	Jurisdiction of Incorporation
Mohegan Basketball Club LLC	Mohegan Tribe of Indians of Connecticut
Mohegan Ventures-Northwest, LLC	Mohegan Tribe of Indians of Connecticut
Mohegan Commercial Ventures PA, LLC	Pennsylvania
Downs Racing, L.P.	Pennsylvania
Backside, L.P.	Pennsylvania
Mill Creek Land, L.P.	Pennsylvania
Northeast Concessions, L.P.	Pennsylvania
Mohegan Golf, LLC	Mohegan Tribe of Indians of Connecticut
Mohegan Ventures-Wisconsin, LLC	Mohegan Tribe of Indians of Connecticut
Wisconsin Tribal Gaming, LLC	Delaware
MTGA Gaming, LLC	Delaware

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ANNEX A

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. MTGA has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

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ANNEX B

Each broker-dealer that receives Exchange Notes for its own account in exchange for Securities, where such Initial Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

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ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Initial Notes where such Initial Notes were acquired as a result of market-making activities or other trading activities. MTGA has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

MTGA will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker‑dealer or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 180 days after the Expiration Date MTGA will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. MTGA has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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ANNEX D

    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: ____________________________________________

Address: ___________________________________________

___________________________________________

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Initial Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

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EX-10.3

Exhibit 10.3

INCREASE JOINDER AND AMENDMENT AGREEMENT

THIS INCREASE JOINDER AND AMENDMENT AGREEMENT, dated as of August 11, 2015 and effective as of the Effective Date (as defined below) (this “Agreement”), is entered into by and among the Lenders under the Loan Agreement (as defined below) signatory hereto (the “Consenting Lenders”), the Increase Term B Lenders set forth on Schedule A hereto (the “Increase Term B Lenders”), the MOHEGAN TRIBAL GAMING AUTHORITY (the “Borrower”), a governmental instrumentality of the Tribe (as defined below), THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT, a federally recognized Indian tribe and Native American sovereign nation (the “Tribe”), the other Loan Parties party hereto, and CITIZENS BANK, N.A. (f/k/a RBS CITIZENS, N.A.), as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”). Unless otherwise defined herein or the context otherwise requires, capitalized terms used in this Agreement have the meanings provided in the Loan Agreement (as defined below).

RECITALS

WHEREAS, reference is hereby made to that certain Loan Agreement, dated as of November 19, 2013 (as amended, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Loan Agreement”) by and among the Borrower, the Tribe, the Administrative Agent and the banks, financial institutions and other entities from time to time party thereto as lenders or L/C Issuers.

WHEREAS, pursuant to Section 12.01 of the Loan Agreement, the Required Lenders, the Borrower and the Tribe may amend the Loan Agreement as set forth below.

WHEREAS, pursuant to Section 2.17 of the Loan Agreement, the Borrower may request, and the applicable Lenders may provide, Increase Term B Loans by entering into one or more Incremental Amendments with the applicable Lenders and/or Additional Lenders.

WHEREAS, the Borrower has requested that each Increase Term B Lender set forth on Schedule A hereto provide a term loan commitment in the principal amount set forth opposite its name on Schedule A hereto (the “Increase Term B Loan Commitments” and the Term Loans made pursuant thereto, “Increase Term B Loans”) and intends to use the proceeds thereof to refinance Indebtedness outstanding under the Existing Senior Subordinated Indenture.

WHEREAS, the Increase Term B Lenders have agreed to provide such Increase Term B Loan Commitments on the terms and subject to the conditions set forth herein.

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AGREEMENT

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article I.

AMENDMENTS

Section 1.01Amendments.

(a)The reference to “the second year anniversary of the Effective Date” in the table in Section 2.06(c) of the Loan Agreement is hereby replaced with “February 19, 2016.”

(b)Section 2.17(a)(v) of the Loan Agreement is hereby amended by replacing “$50,000,000” therein with “$140,000,000”.

Article II.COMMITMENTS AND TERMS OF INCREASE TERM B LOANS

Section 2.01Increase Term B Loans.

(a)Pursuant to Section 2.17 of the Loan Agreement, the Borrower hereby requests that the Increase Term B Lenders make, and each Increase Term B Lender hereby agrees, severally and not jointly, to make, a single loan to the Borrower on the Effective Date in a principal amount equal to its respective Increase Term B Loan Commitment set forth on Schedule A hereto, in each case, on the terms and subject to the conditions set forth herein.

(b)Notwithstanding any other provision of the Loan Agreement or this Agreement, the Increase Term B Loan Commitments shall automatically terminate on the Effective Date upon the funding of the corresponding Increase Term B Loans pursuant to this Section 2.01. No portion of the loans borrowed under this Section 2.01 which is repaid may be reborrowed, but the outstanding principal balance of such loans may be converted or continued in the manner set forth in Section 2.03 of the Loan Agreement.

(c)The Administrative Agent hereby consents to the Increase Term B Lenders becoming Lenders for all purposes under the Loan Agreement.

Section 2.02Other Terms and Conditions. From and after the Effective Date:

(a)the Increase Term B Loans made hereunder shall constitute Increase Term B Loans, Term B Loans and Loans under the Loan Agreement and shall be subject to all the terms and conditions applicable to the other Term B Loans under the Loan Agreement, including without limitation with respect to maturity, prepayments, repayments, interest rate and other economic terms;

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(b)each Increase Term B Lender shall be a Term B Lender and a Lender under the Loan Agreement in respect of the Increase Term B Loans made hereunder;

(c)the Increase Term B Loans (and all interest, fees and other amounts payable thereon) (i) shall be Obligations under the Loan Agreement and the other Loan Documents, (ii) shall rank pari passu in right of payment with all other Obligations and (iii) shall be secured by the relevant Collateral Documents and shall be guaranteed under the Guaranty on a pari passu basis with all other Obligations secured by each such Collateral Document and guaranteed under the Guaranty; and

(d)Pursuant to the proviso in Section 2.17(c) of the Loan Agreement, the parties hereto hereby agree that (i) the adjustment to the Amortization Amount with respect to the Term B Loans required pursuant Section 2.17(c) of the Loan Agreement in connection with the provision of the Increase Term B Loans pursuant to this Agreement is $228,426.40, and (ii) in furtherance of the foregoing, immediately upon the making of the Increase Term B Loans, the Amortization Amount with respect to the Term B Loans shall be $2,053,426.40.

Section 2.03Borrowings. On the Effective Date, the Increase Term B Loans shall be made as Base Rate Loans and Eurodollar Rate Loans in the same proportion as is then applicable to the existing Term B Loans. With respect to Increase Term B Loans made as Eurodollar Rate Loans, (i) the initial Interest Period(s) for all such Increase Term B Loans hereunder shall commence upon the making of such Increase Term B Loans and end on the last day of the Interest Period(s) applicable to the existing Term B Loans (as of the date of the making of the Increase Term B Loans) and (ii) such Increase Term B Loans shall have the same Eurodollar Rate as the corresponding existing Term B Loans (and, if there are multiple Interest Periods and/or multiple Eurodollar Rates applicable to the existing Term B Loans as of such date of the making of the Increase Term B Loans, then the Increase Term B Loans shall have multiple Interest Periods ending on the same days (and having the same Eurodollar Rates) as such Interest Periods, and with respect to amounts proportionate to the amount of existing Term B Loans applicable to such Interest Periods). Each Increase Term B Lender, by executing this Agreement, consents to such initial Interest Periods and Eurodollar Rates for the Increase Term B Loans.

Section 2.04Incremental Amendment. (i) This Agreement shall constitute an “Incremental Amendment” and a “Loan Document” under the Loan Agreement and (ii) Section 3.01 shall be deemed to be the certificate required under Section 2.17(a)(vii) of the Loan Agreement in connection with the provision of the Increase Term B Loans.

Section 2.05Lender Affirmations and Confirmations. Each of the parties hereto acknowledges and agrees that upon making of its Increase Term B Loans on the Effective Date, each Increase Term B Lender not already party to the Loan Agreement as a Term B Lender shall become a “Term B Lender” and a “Lender” under, and for all purposes of, the Loan Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof. Each Increase Term B Lender (i) confirms that it has received a copy of the Loan Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (ii) agrees that it will, independently and without reliance upon the

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Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Loan Documents as are delegated to such Person by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will be bound by and perform in accordance with their terms all of the obligations which by the terms of the Loan Agreement apply to, or are required to be performed by, it as a Lender in respect of Term B Loans. By its execution of this Agreement, each Increase Term B Lender represents and warrants that it is an Eligible Assignee (subject to the consents referred to in the definition of “Eligible Assignee”).

Article III.
BORROWER’S CERTIFICATIONS AND COVENANTS

Section 3.01Borrower’s Certifications. By its execution of this Agreement, the Borrower hereby certifies as of the date hereof and as of the Effective Date that:

(a)The proceeds of the Increase Term B Loans will be used to (i) repay, redeem, defease or otherwise refinance Indebtedness under the Existing Senior Subordinated Indenture, (ii) pay any premiums or penalties, or accrued and unpaid interest, payable in connection therewith, (iii) pay reasonable fees and expenses payable in connection therewith or (iv) pay fees and expenses payable in connection with this Agreement and the transactions contemplated hereby;

(b)No Default of Event of Default has occurred and is continuing or will result from the transactions contemplated under this Agreement (including from the making of the Increase Term B Loans on the Effective Date);

(c)The representations and warranties of the Tribe and each Loan Party contained in the Loan Agreement and the other Loan Documents are true and correct in all material respects with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties by their terms are made as of a specified date, in which case such representations and warranties are true and correct in all material respects on and as of such specified date and except that the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Loan Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01 of the Loan Agreement; provided that, in any case, if a representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, the applicable materiality qualifier in this Section 3.01(c) shall be disregarded for purposes of such representation and warranty;

(d)After giving effect to the incurrence of the Increase Term B Loans on the Effective Date and the application of the proceeds thereof, Borrower is in compliance as of the Effective Date with each of the financial covenants set forth in Section 9.13 of the Loan Agreement for the most recently ended Fiscal Quarter on a Pro Forma Basis;

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(e)The request for and the incurrence of the Increase Term B Loans contemplated hereunder comply with Section 2.17(a)(iv) and (v) of the Loan Agreement (as amended by this Agreement);

(f)After giving effect to the incurrence of the Increase Term B Loans on the Effective Date and the application of the proceeds thereof, the Secured Leverage Ratio as of the Effective Date does not exceed 3.00 to 1.00 on a Pro Forma Basis;

(g)Calculations demonstrating in reasonable detail the Borrower’s compliance with the requirements set forth in clauses (d) and (f) above are set forth in Schedule B.

Section 3.02Borrower’s Covenants. By its execution of this Agreement, the Borrower hereby covenants that the Borrower:

(a) shall deliver or cause to be delivered all documents reasonably requested by Administrative Agent in order to effect fully the purposes of this Agreement; and

(b)(i) with respect to any mortgage of the Lease or modification of the Leasehold Mortgage reasonably requested by the Administrative Agent pursuant to Section 4.01(c), no later than the date that is ninety (90) days after the Effective Date (as such date may be extended by the Administrative Agent in its sole discretion), obtain the approval of the Bureau of Indian Affairs with respect to such mortgage or mortgage modification and do all things reasonably necessary to cause such mortgage or mortgage modification to be recorded as soon as reasonably practicable after obtaining such approval; (ii) promptly execute and deliver a revised version of such mortgage or mortgage modification if necessary to obtain the approval of the Bureau of Indian Affairs; and (iii) as soon as reasonably practicable after recordation, provide evidence to the Administrative Agent that a certified copy of such mortgage or mortgage modification has been lodged with the Secretary of the Tribal Council.

Article IV.
CONDITIONS TO THE EFFECTIVE DATE

Section 4.01This Agreement shall become effective on the date, which shall be a Business Day (the “Effective Date”), on which each of the following conditions is satisfied.

(a)Execution of Counterparts.  The Administrative Agent shall have received executed counterparts of this Agreement from the Borrower, the Tribe, each of the other Loan Parties, the Administrative Agent, the Required Lenders and each Increase Term B Lender.

(b)Certifications. Each of the certifications contained in Section 3.01 shall be true and correct.

(c)Mortgages and Title Insurance. The Administrative Agent shall have received such mortgages or mortgage modifications, and title insurance or title endorsements, if any, as may be reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent; provided, no mortgage of the Lease or

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modification of the Leasehold Mortgage shall be recorded pending satisfaction by the Authority of its covenants set forth in Section 3.02(b) above.

(d)Loan Party and Tribe Documents. The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent:

(i)such documentation as the Administrative Agent may reasonably require to confirm the existence of the Tribe as a federally recognized Indian Tribe, the formation, valid existence and good standing of Borrower and each other Loan Party, each Loan Party’s and the Tribe’s authority to execute, deliver and perform this Agreement and any related documents, and the identity, authority and capacity of each Senior Officer authorized to act on their behalf, including, without limitation, certified copies of (or “no-change” certifications with respect to) the Constitution, the Gaming Ordinance, the Gaming Authority Ordinance and each Guarantor’s charter and bylaws, and amendments thereto, certified resolutions, and incumbency certificates;

(ii)a certificate of a Senior Officer or Secretary of the Tribe and each Loan Party either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Tribe or such Loan Party and the validity against the Tribe or such Loan Party of this Agreement and any related documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; and

(iii)evidence satisfactory to the Administrative Agent that the Borrower and the Tribe have received all tribal, governmental, enrolled tribal member, Bureau of Indian Affairs, NIGC (it being understood that no “declination” letter shall be required), shareholder and third party consents, approvals and regulatory reviews, necessary in connection with the transactions contemplated hereby; and

(iv)such other documents related to the foregoing matters as the Administrative Agent may reasonably request.

(e)Legal Opinions. The Administrative Agent shall have received the favorable written legal opinions of Wachtell, Lipton, Rosen & Katz, special counsel to Borrower, Rome McGuigan, P.C., special Connecticut counsel to Borrower, Faegre Baker Daniels LLP, special Indian law counsel to Borrower, and Rosenn, Jenkins & Greenwald LLP, special Pennsylvania counsel to Borrower, in each case, addressed to the Administrative Agent and each Lender, and such other opinions of counsel concerning the Tribe, Borrower the other Loan Parties and the Loan Documents as the Administrative Agent may reasonably request.

(f)Existing Senior Subordinated Notes. The Administrative Agent shall have received evidence that Borrower shall have (i) given, or substantially simultaneously shall give, irrevocable notice of redemption to the Existing Senior Subordinated Notes Trustee with respect to not less than $90 million in principal amount of Existing Senior Subordinated Notes outstanding

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under the Existing Senior Subordinated Indenture and (ii) deposited with the Existing Senior Subordinated Notes Trustee such amount to fund such redemption.

(g)Fees and Expenses.

(i)Borrower shall have paid to each Increase Term B Lender an upfront fee or original issue discount equal to 0.95% of the amount of such Increase Term B Lender’s Increase Term B Loan Commitment.

(ii)The Borrower shall have paid to the Administrative Agent for the account of each Consenting Lender that provided an executed counterparty of this Agreement on or before July 28, 2015 (as such date may be extended with the consent of the Borrower and the Administrative Agent) a consent fee equal to 0.175% of the aggregate principal amount of Revolving Commitments and Term Loans of such Consenting Lender.

(iii)The Borrower shall have paid to the Administrative Agent all fees, expenses and other amounts (without duplication of amounts under clause (iv) below) required to be paid to the Administrative Agent in connection with the entry into this Agreement and the incurrence of the Increase Term B Loans.

(iv)The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

(h)Lien Searches. The Administrative Agent shall have received the results of a recent lien search in each relevant jurisdiction with respect to Borrower and each other Loan Party and such search shall reveal no liens on any of the assets of Borrower except for permitted liens and except for liens to be discharged on or prior to the Effective Date pursuant to documentation reasonably satisfactory to the Administrative Agent.

(i)Loan Notice. The Administrative Agent shall have received an executed Loan Notice in respect of the Increase Term B Loan no later than the Business Day prior to the Effective Date.

(j)Term B Loan Notes. The Administrative Agent shall have received Term B Loan Notes executed by Borrower in favor of each Increase Term B Lender requesting a Term B Loan Note in a principal amount equal to the amount of the Increase Term B Loan made by it on the Effective Date.

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Article V.
REAFFIRMATION OF LOAN DOCUMENTS, ETC.

Section 5.01Validity of Obligations. Each of the Tribe and each Loan Party acknowledges and agrees that, both before and after giving effect to this Agreement and the other agreements, documents, contracts and certificates contemplated hereby (together with the Agreement, collectively, the “Joinder Documentation”), the Borrower is indebted to the Lenders and the other Secured Parties for the Obligations, without defense, counterclaim or offset of any kind, and each of the Tribe and each Loan Party hereby ratifies and reaffirms the validity, enforceability and binding nature of the Obligations both before and after giving effect to the Joinder Documentation.

Section 5.02Validity of Liens and Collateral Documents. By executing this Agreement, each of the Tribe and each Loan Party (a) acknowledges receipt of a copy of the Joinder Documentation and consents to the Joinder Documentation and the commitments in respect of and funding of the Increase Term B Loans, (b) hereby affirms and ratifies the Loan Documents to which it is a party and confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Loan Documents to which it is party, and (c) acknowledges and agrees that notwithstanding the execution and delivery of the Joinder Documentation and the commitments in respect of and funding of the Increase Term B Loans, (i) such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to which it is a party, are not impaired or adversely affected in any manner whatsoever (except as expressly provided in the Joinder Documentation) and shall continue to be in full force and effect and (ii) such guarantees, pledges, grants of security interests and other obligations shall continue to guaranty or secure, as applicable, all the Obligations (as increased pursuant to the Joinder Documentation, including the Obligations in respect of the Increase Term B Notes). On and after the Effective Date, (x) each reference, whether direct or indirect, in the Loan Documents to the “Loan Agreement”, “thereunder”, “thereof” (and each reference in the Loan Agreement to this “Agreement”, “hereunder” or “hereof”) or words of like import shall mean and be a reference to the Loan Agreement as amended by, and after giving effect to, this Agreement and (y) each reference, whether direct or indirect, in each Loan Document to “Obligations” shall be deemed to include the Obligations in respect of the Increase Term B Notes.

Section 5.03Representation and Warranties. Each of the Tribe and each Loan Party (other than the Borrower) hereby certifies as of the date hereof and as of the Effective Date that the representations and warranties of the Tribe or such Loan Party, as applicable, contained in the Loan Documents are true and correct in all material respects with the same effect as though made on and as of the Effective Date, except to the extent such representations and warranties by their terms are made as of a specified date, in which case such representations and warranties are true and correct in all material respects on and as of such specified date; provided that, in any case, if a representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language, the applicable materiality qualifier in this Section 5.03 shall be disregarded for purposes of such representation and warranty.

Section 5.04No Waiver. The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy

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of any Lender, the Administrative Agent or any other Person under any of the Loan Documents, or constitute a waiver or modification of any provision of any of the Loan Documents.

Section 5.05Designated Senior Debt. The Borrower hereby irrevocably designates the Obligations, including the Obligations, in respect of the Increase Term B Loans, as “Designated Senior Indebtedness” under, and as such term is defined in, the Existing Senior Subordinated Indenture.

Article VI.
MISCELLANEOUS

Section 6.01Notice. For purposes of the Loan Agreement, the initial notice address of each Increase Term B Lender shall be as set forth below its signature below.

Section 6.02Recordation of the Increase Term B Loans. Upon the Effective Date, Administrative Agent will record the Increase Term B Loans of the Increase Term B Lenders in the Register.

Section 6.03Amendment, Modification and Waiver. This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto; provided, that from and after the Funding Date, this Agreement may only be modified in accordance with the requirements of Section 12.01 of the Loan Agreement.

Section 6.04Entire Agreement. This Agreement, the Loan Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

Section 6.05Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

Section 6.06Governing Law. Except to the extent otherwise expressly provided therein, this Agreement and each other Loan Document shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York, without regard to conflict of law principles that would result in the application of any Law other than the Laws of the State of New York (other than any mandatory provisions of the Uniform Commercial Code of the State of New York relating to the Law governing perfection and the effect of perfection of the security interests granted under the Loan Documents), providedhowever, that if and only to the extent that any security interest granted to the Administrative Agent for the benefit of the Creditors pursuant to this Agreement or any other Loan Document shall be deemed exempt from the provisions of Article 9 of the Uniform Commercial Code of the State of New York by virtue of Borrower being a governmental entity, then such security interest shall be governed by the corresponding provisions of Article 9 of the Tribe’s Uniform Commercial Code, as adopted by the UCC Ordinance. Borrower and each other party hereto each hereby consents to the application of New York civil law to the construction, interpretation and enforcement of this Agreement and the other Loan Documents, and to the

9

application of New York civil law to the procedural aspects of any suit, action or proceeding relating thereto, including but not limited to legal process, execution of judgments and other legal remedies, except for any procedural matters governed by or relating to the conduct of arbitration under Section 6.07. This Agreement and the other Loan Documents to which Borrower is a party are each “Contracts of the Tribal Gaming Authority” within the meaning of Section 1 of Article XIII (entitled “Tribal Gaming Authority Amendment”) of the Constitution.

Section 6.07Arbitration Reference.

(a)Mandatory Arbitration. Subject to clause (c) below, at the option of the Administrative Agent (exercised in accordance with consent of the Required Lenders), Borrower, any of its Restricted Subsidiaries that are Tribal Entities or, to the extent it is a party to any such controversy or claim, the Tribe, any controversy or claim between or among the parties arising out of or relating to this Agreement, the other Loan Documents or any agreements or instruments relating hereto or thereto or delivered in connection herewith or therewith and any claim based on or arising from an alleged tort (each, a “Claim”), shall be determined by arbitration. The arbitration shall be conducted in accordance with the United States Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this Agreement, and under the Commercial Rules of the American Arbitration Association (“AAA”). The arbitrators shall give effect to statutes of limitation in determining any claim. Any controversy concerning whether an issue is arbitrable shall be determined by the arbitrators. Judgment upon the arbitration award may be entered in any court having jurisdiction. The institution and maintenance of an action for judicial relief or pursuit of a provisional or ancillary remedy shall not constitute a waiver of the right of any party, including the plaintiff, to submit the controversy or claim to arbitration if any other party contests such action for judicial relief.

(b)Provisional Remedies, Self-Help and Foreclosure. No provision of this Section shall limit the right of any party to this Agreement to exercise self-help remedies such as setoff, to foreclose against or sell any real or personal property collateral or security or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration or other proceeding. The exercise of a remedy does not waive the right of any party to resort to arbitration or reference. At the Required Lenders’ option, foreclosure under a deed of trust or mortgage may be accomplished either by exercise of power of sale under the deed of trust or mortgage or by judicial foreclosure.

(c)Limitation.

(i)This Section shall not be construed to require arbitration by the Creditors of any disputes which now exist or hereafter arise amongst themselves which do not involve the Tribe, Borrower or any of the Restricted Subsidiaries and are not related to this Agreement and the Loan Documents.

(ii)Notwithstanding anything to the contrary in this Agreement or any Loan Document, a Claim may only be submitted to or otherwise determined by arbitration

10

pursuant to clause (a) or otherwise if, and only if, each of the courts described in Section 6.09(c)(I) and 6.09(c)(II)lack or decline jurisdiction with respect to such Claim.

(d)Specific Enforcement Representation. Each party to this Agreement severally represents and warrants to the other parties that this Section 6.07 is specifically enforceable against such party by the other parties.

Section 6.08WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL (OR TO THE EXTENT SO DIRECTED IN ACCORDANCE WITH SECTION 6.07, ARBITRATION) WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 6.09WAIVER OF SOVEREIGN IMMUNITY; CONSENT TO JURISDICTION.

(a)BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES THE SOVEREIGN IMMUNITY OF BORROWER AND EACH OF ITS RESTRICTED SUBSIDIARIES (AND ANY DEFENSE BASED THEREON) FROM ANY SUIT, ACTION OR PROCEEDING OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION, EXERCISE OF CONTEMPT POWERS, OR OTHERWISE) IN ANY FORUM, WITH RESPECT TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, PROVIDED THAT (1) THE WAIVER CONTAINED IN THIS CLAUSE (a) IS EXPRESSLY LIMITED TO ACTIONS AGAINST BORROWER AND ITS RESTRICTED SUBSIDIARIES AND (2) ANY RECOVERY UPON ANY JUDGMENT RESULTING THEREFROM SHALL BE LIMITED TO RECOVERY AGAINST THE AUTHORITY PROPERTY (OTHER THAN ANY PROTECTED ASSETS), INCLUDING POCONO DOWNS AND THE REVENUES OF BORROWER AND ITS RESTRICTED SUBSIDIARIES AND ALL COLLATERAL RELATING THERETO.

(b)THE TRIBE HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ITS OWN SOVEREIGN IMMUNITY (APPLICABLE TO ITSELF AS AN INDIAN TRIBAL NATION) (AND ANY DEFENSE BASED THEREON) FROM ANY SUIT, ACTION OR PROCEEDING OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION, EXECUTION, EXERCISE OF CONTEMPT POWERS, OR OTHERWISE) WITH RESPECT TO THE REPRESENTATIONS AND WARRANTIES OF THE TRIBE, THE COVENANTS OF THE

11

TRIBE, AND EACH EVENT OF DEFAULT CAUSED BY THE TRIBE’S BREACH OF ANY SUCH REPRESENTATION, WARRANTY OR COVENANT, IT BEING EXPRESSLY UNDERSTOOD THAT (1) THE WAIVERS AND CONSENTS CONTAINED IN THIS CLAUSE (b) ARE NOT LIMITED TO ACTIONS AGAINST BORROWER AND ITS RESTRICTED SUBSIDIARIES, (2) ANY ACTION DESCRIBED IN THIS CLAUSE (b) MAY BE BROUGHT AGAINST THE TRIBE, AND (3) ANY RECOVERY UPON ANY JUDGMENT RESULTING FROM ANY SUCH ACTION MAY BE HAD AGAINST THE ASSETS AND REVENUES OF THE TRIBE IN A MANNER CONSISTENT WITH SECTION 6.10.

(c)Each of the Tribe and Borrower hereby EXPRESSLY AND irrevocably submits to the exclusive (subject to Section 6.07 and other than with respect to actions by THE ADMINISTRATIVE agent in respect of rights under any collateral document governed by laws other than the laws of the state of new york or with respect to any collateral subject thereto) jurisdiction of (I) any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, (ii) in the event that the courts described in clause (I) above lack or decline jurisdiction, any connecticut state court or federal court of the united states of america sitting in connecticut, and any appellate court from any thereof and (iii) in the event that the courts described in clauses (I) and (ii) above lack or decline jurisdiction, any other court of competent jurisdiction, INCLUDING, SUBJECT TO CLAUSE (g) below, any tribal court, in each case in anyaction or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that THE ADMINISTRATIVE Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against the Tribe or Borrower or their respective properties in the courts of any jurisdiction.

(d)Each of the Tribe and Borrower hereby expressly and irrevocably waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any court described in clause (c) above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(e)Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 12.02 of the LOAN AGREEMENT. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(f)THE WAIVERS AND CONSENTS DESCRIBED IN THIS SECTION SHALL INURE TO THE BENEFIT OF THE CREDITORS AND EACH OTHER PERSON WHO IS ENTITLED TO THE BENEFITS OF THE LOAN DOCUMENTS (INCLUDING WITHOUT LIMITATION THE INDEMNITEES REFERRED TO IN SECTION 12.04 OF THE LOAN

12

AGREEMENT). SUBJECT TO SECTIONS 6.11 AND 6.12 THE CREDITORS AND SUCH OTHER PERSONS SHALL HAVE AND BE ENTITLED TO ALL AVAILABLE LEGAL AND EQUITABLE REMEDIES, INCLUDING THE RIGHT TO SPECIFIC PERFORMANCE, MONEY DAMAGES AND INJUNCTIVE OR DECLARATORY RELIEF. THE WAIVERS OF SOVEREIGN IMMUNITY AND CONSENTS TO JURISDICTION CONTAINED IN THIS SECTION ARE IRREVOCABLE.

(g)THE TRIBE AND BORROWER EACH AGREES THAT ANY ACTION FOR THE ENTRY OF JUDGMENT ON AND/OR ENFORCEMENT OF AN ARBITRATION AWARD OR COURT ORDER OR JUDGMENT MAY BE BROUGHT IN THE MOHEGAN TRIBAL GAMING DISPUTES COURT. THE TRIBE AND BORROWER EACH EXPRESSLY WAIVES THE APPLICATION OF THE DOCTRINES OF EXHAUSTION OF TRIBAL REMEDIES AND ANY RIGHT OF COMITY WITH RESPECT TO ANY TRIBAL COURT OR ANY TRIBAL COURT OF APPEALS THE TRIBE MAY NOW OR HEREAFTER MAINTAIN. IN ANY EVENT, NO ACTION MAY BE BROUGHT IN ANY TRIBAL COURT WITHOUT THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT (WITH THE CONSENT OF THE REQUIRED LENDERS).

Section 6.10Lender Covenant. In any action or proceeding against Borrower or any of its Restricted Subsidiaries to enforce the Loan Documents which is not also an action or proceeding against the Tribe, the Creditors agree that they shall have no recourse to the Tribe or to its property which is not Authority Property. In any action or proceeding to enforce the Loan Documents which includes the Tribe, the Creditors agree that they shall, to the extent then permitted by applicable Law, take commercially practicable steps to enforce any claim for damages awarded to the Creditors by any court, tribunal, arbitrator or other decision maker against Borrower or the Authority Property prior to taking general recourse to the Tribe or any Property thereof which is not Authority Property. The provisions of this Section shall not be construed (a) to create any recourse on the part of the Creditors against the Tribe, the property of the Tribe which is not Authority Property or revenues except for any breach of the Tribe’s own representations, warranties and covenants, or (b) to require exhaustion by the Creditors of any remedies against Borrower, its Restricted Subsidiaries or the Authority Property prior to having recourse, in the proper case, against the Tribe and its property which is not Authority Property.

Section 6.11Gaming Law Limitations. Notwithstanding any provision in this Agreement or any other Loan Document, none of the Creditors shall engage in any of the following: planning, organizing, directing, coordinating, controlling or managing all or any portion of the Tribe’s or Borrower’s or any other Tribal Entity’s gaming operations that are regulated by IGRA (collectively, “Management Activities”), including (but not limited to) with respect to the following:

(a)the training, supervision, direction, hiring, firing, retention, or compensation (including benefits) of any employee (whether or not a management employee) or contractor;

(b)any employment policies or practices;

(c)the hours or days of operation;

13

(d)any accounting systems or procedures;

(e)any advertising, promotions or other marketing activities;

(f)the purchase, lease, or substitution of any gaming device or related equipment or software, including player tracking equipment;

(g)the vendor, type, theme, percentage of pay-out, display or placement of any gaming device or equipment; or

(h)budgeting, allocating, or conditioning payments of any Tribal Entity’s operating expenses;

provided, however, that a Creditor will not be in violation of the foregoing restriction solely because such Creditor:

(1)    enforces compliance with any term in any Loan Document that does not require the gaming operation to be subject to any third-party decision-making as to any Management Activities; or

(2)    requires that all or any portion of the revenues securing the Loans and other Obligations be applied to satisfy valid terms of the Loan Documents; or

(3)    otherwise forecloses on all or any portion of the property securing the Obligations.

Section 6.12Section 81 Compliance.  The parties hereto agree that any right, restriction or obligation contained in this Agreement or any other Loan Document that “encumbers Indian land” within the meaning of 25 U.S.C. § 81(b) shall not be effective for longer than six years, 364 days unless such Loan Document is an agreement or contract described in 25 U.S.C. § 81(c) or bears the approval of the Secretary of the Interior within the meaning of 25 U.S.C. § 81(b).

Section 6.13Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

Section 6.14Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission, e-mail in Adobe “.pdf” format, or other electronic means shall be effective as delivery of a manually executed counterpart hereof.

14

Section 6.15Consent. By executing this Agreement, each signatory that is a Lender under the Loan Agreement (prior to giving effect to this Agreement), whether or not such Lender is also an Increase Term B Lender, hereby consents and agrees to the amendments to the Loan Agreement set forth in this Agreement. The parties hereto also acknowledge and agree that any Existing Senior Subordinated Notes that have been effectively and irrevocably called for redemption on or about the Effective Date shall be deemed not to violate Section 9.03 of the Loan Agreement (and the Indebtedness thereunder not included for purposes of measuring any financial ratio) so long as the Borrower has deposited with the Existing Senior Subordinated Notes Trustee an amount sufficient to fund such redemption, and such deposit shall not constitute the incurrence of a Lien (as defined in the Loan Agreement).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

15

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Increase Joinder and Amendment Agreement as of the date first set forth above.

MOHEGAN TRIBAL GAMING AUTHORITY

By: /s/ Mitchell Grossinger Etess

Name: Mitchell Grossinger Etess

Title: Chief Executive Officer

THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT

By: /s/ Kevin Brown

Name: Kevin Brown

Title: Chairman

[Signature Page to Increase Joinder and Amendment Agreement]

16

MOHEGAN BASKETBALL CLUB LLC

By: /s/ Mitchell Grossinger Etess

Name:     Mitchell Grossinger Etess

Title:    President

MOHEGAN COMMERCIAL VENTURES-PA, LLC

By: /s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:    Manager

DOWNS RACING, L.P.

By Mohegan Commercial Ventures-PA, LLC,

its general partner

By: /s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

BACKSIDE, L.P.

By Mohegan Commercial Ventures-PA, LLC,

its general partner

By: /s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

MILL CREEK LAND, L.P.

By Mohegan Commercial Ventures-PA, LLC,

its general partner

By: /s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

[Signature Page to Increase Joinder and Amendment Agreement]

17

NORTHEAST CONCESSIONS, L.P.

By Mohegan Commercial Ventures-PA, LLC,

its general partner

By: /s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

MOHEGAN VENTURES-NORTHWEST, LLC

By: /s/ Kevin Brown

Name:    Kevin Brown

Title:     Manager

MOHEGAN GOLF, LLC

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

WISCONSIN TRIBAL GAMING, LLC

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Manager

MTGA GAMING, LLC

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     President

MOHEGAN VENTURES-WISCONSIN, LLC

By Mohegan Tribal Gaming Authority,

its sole manager and member

By:/s/ Mitchell Grossinger Etess

Name:    Mitchell Grossinger Etess

Title:     Chief Executive Officer

[Signature Page to Increase Joinder and Amendment Agreement]

18

CITIZENS BANK, N.A.,

as Administrative Agent

By:    /s/ Clifford Mellor

Name: Clifford Mellor

Title: Senior Vice President

[Signature Page to Increase Joinder and Amendment Agreement]

19

CITIZENS BANK, N.A.,

as a Lender

By: /s/ Mark S. Fucci

Name: Mark S. Fucci

Title: Senior Vice President

If two signatures required:

By:______________________________

Name:

Title:

[Signature Page to Increase Joinder and Amendment Agreement]

20

_________________________________,

as a Lender

By:______________________________

Name:

Title:

If two signatures required:

By:______________________________

Name:

Title:

[Signature Page to Increase Joinder and Amendment Agreement]

21

_________________________________,

as an Increase Term B Lender

By:______________________________

Name:

Title:

If two signatures required:

By:______________________________

Name:

Title:

Notice Address:

Attention:

Telephone:

Facsimile:

[Signature Page to Increase Joinder and Amendment Agreement]

22

SCHEDULE A

to Increase Joinder Agreement and Amendment

Increase Term B Loan Commitments

Name of Increase Term B Lender	Amount of Increase Term B Loan Commitment
Citizens Bank, N.A.	$90,000,000
	Total: $90,000,000

23

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, 2015 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 14, 2015	/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, 2015 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 14, 2015	/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, 2015 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 14, 2015

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, 2015 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 14, 2015

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.

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - Introduction (Details)	Jun. 30, 2015
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%

XML

LONG-TERM DEBT - Promissory Notes (Details) - USD ($)	1 Months Ended
	Mar. 31, 2012	Sep. 30, 2009	Jun. 30, 2015	Sep. 30, 2014	Mar. 31, 2013
Debt Instrument [Line Items]
Accrued interest payable			$ 28,718,000	$ 8,659,000
Mohegan Tribe Promissory Note, 2009 | Promissory Notes
Debt Instrument [Line Items]
Loan face amount		$ 10,000,000.0
Note stated interest rate		10.00%
Quarterly interest payment		$ 1,200,000
Accrued interest payable			1,300,000	2,500,000
Mohegan Tribe Promissory Note, 2009 | Promissory Notes | Commencing December 31, 2012 through September 30, 2013
Debt Instrument [Line Items]
Quarterly amortization of principal		1,625,000.000
Mohegan Tribe Promissory Note, 2009 | Promissory Notes | Commencing December 31, 2013
Debt Instrument [Line Items]
Quarterly amortization of principal		875,000
Mohegan Tribe Promissory Note, 2009 | Promissory Notes | Commencing June 30, 2015
Debt Instrument [Line Items]
Periodic payment, interest		1,300,000
Quarterly amortization of principal		875,000
Mohegan Tribe Promissory Note, 2009 | Promissory Notes | Commencing September 30, 2015
Debt Instrument [Line Items]
Quarterly amortization of principal		$ 875,000
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes
Debt Instrument [Line Items]
Loan face amount	$ 20,000,000.0
Note stated interest rate	10.00%
Accrued interest payable			1,700,000	416,000
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing September 30, 2015 through March 31, 2016
Debt Instrument [Line Items]
Periodic payment, interest	$ 800,000
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing December 31, 2012 through March 31, 2014
Debt Instrument [Line Items]
Quarterly amortization of principal	500,000
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing December 31, 2012 through September 30, 2014
Debt Instrument [Line Items]
Quarterly amortization of principal	500,000
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing December 31, 2014 to Maturity
Debt Instrument [Line Items]
Quarterly amortization of principal	1,500,000.0
Mohegan Tribe Minor's Trust Promissory Note, 2012 | Promissory Notes | Commencing March 31, 2017
Debt Instrument [Line Items]
Quarterly amortization of principal	$ 10,000,000
2013 Mohegan Tribe Promissory Note | Promissory Notes
Debt Instrument [Line Items]
Loan face amount					$ 7,400,000.0
Note stated interest rate					4.00%
Accrued interest payable			$ 1,000	$ 1,000

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BASIS OF PRESENTATION - Long-Term Receivables (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
		Jun. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2014
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Balance, beginning of period	[1]	$ 94,157	$ 69,208
Additions: Issuance of affiliate advances and other loans, including interest receivable		3,871	8,946
Additions: Cowlitz Project land transfer	[2]		19,951
Deductions: Payments received		(40)	(117)
Deductions: Adjustments		(779)
Balance, end of period	[1]	97,209	97,209
Interest receivable		41,000	41,000	$ 39,300	$ 35,700
Affiliates
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Balance, beginning of period	[1]	91,567	66,596
Additions: Issuance of affiliate advances and other loans, including interest receivable		3,803	8,823
Additions: Cowlitz Project land transfer	[2]		19,951
Deductions: Payments received		0	0
Deductions: Adjustments		0
Balance, end of period	[1]	95,370	95,370
Tenants and Others
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Balance, beginning of period	[1]	2,590	2,612
Additions: Issuance of affiliate advances and other loans, including interest receivable		68	123
Additions: Cowlitz Project land transfer	[2]		0
Deductions: Payments received		(40)	(117)
Deductions: Adjustments		(779)
Balance, end of period	[1]	$ 1,839	$ 1,839

[1] Includes interest receivable of $41.0 million, $39.3 million and $35.7 million as of June 30, 2015, March 31, 2015 and September 30, 2014, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010.

[2] Relates to the transfer of land for the proposed Cowlitz Project site between Salishan-Mohegan and the Cowlitz Tribe (refer to Note 7).

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands		3 Months Ended					9 Months Ended				12 Months Ended
		Jun. 30, 2015		Mar. 31, 2015	Jun. 30, 2014		Jun. 30, 2015		Jun. 30, 2014		Sep. 30, 2014		Sep. 30, 2010
Cash flows provided by (used in) operating activities:
Net income (loss)		$ 27,695			$ 13,762		$ 56,654		$ (44,157)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		19,086			20,070		58,703		60,067
Relinquishment liability reassessment		0			0		(243)		0
Accretion of discount to the relinquishment liability		0			552		227		1,654
Cash paid for accretion of discount to the relinquishment liability							(778)		(2,071)
Loss on early extinguishment of debt							0		58,481
Payments of tender offer costs and discounts							0		(48,155)
Amortization of debt issuance costs and accretion of bond discounts							5,757		6,164
Provision for losses on receivables							3,399		2,953
Impairment of Project Horizon		0		$ 2,500	0		2,502		0		$ 5,000		$ 58,100
(Gain) loss on disposition of assets							845		(12)
Loss from unconsolidated affiliates							1,302		794
Inter-company transactions							0		0
Changes in operating assets and liabilities:
Increase in receivables							(282)		(5,389)
Increase in inventories							(972)		(1,713)
Increase in other assets							(6,317)		(4,660)
Increase (decrease) in trade payables							(9,803)		7,671
Increase in accrued interest							20,059		7,709
Increase in other liabilities							13,430		8,987
Net cash flows provided by operating activities							144,483		48,323
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables							(12,081)		(28,901)
Issuance of third-party loans and advances							(2,201)		(1,392)
Payments received on third-party loans							117		606
(Increase) decrease in restricted cash, net							(782)		14,150
Proceeds from asset sales							1,577		105
Investments in the New England Black Wolves							(500)		0
Investments in unconsolidated affiliates							0		(29)
Inter-company transactions							0		0
Net cash flows used in investing activities							(13,870)		(15,461)
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe							(875)		(2,750)
Repayments of other long-term debt							(9,900)		(191,088)
Principal portion of relinquishment liability payments							(24,400)		(29,129)
Distributions to Mohegan Tribe							(32,500)		(32,500)
Payments of financing fees							0		(12,631)
Payments on capital lease obligations							(726)		(1,709)
Inter-company transactions							0		0
Net cash flows used in financing activities							(109,561)		(24,828)
Net increase in cash and cash equivalents							21,052		8,034
Cash and cash equivalents at beginning of period							49,108		63,624		63,624
Cash and cash equivalents at end of period		70,160			71,658		70,160		71,658		49,108
Credit Facility | Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments							0		(393,000)
Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments							0		(222,103)
Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							299,000		193,000
Credit facility/line of credit repayments							(328,000)		(173,000)
Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							0		124,343
Credit facility/line of credit repayments							(5,469)		(1,563)
Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							0		720,952
Credit facility/line of credit repayments							(3,650)		(3,650)
Credit Facility | Line of Credit
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							332,124		258,415
Credit facility/line of credit repayments							(335,165)		(258,415)
Authority
Cash flows provided by (used in) operating activities:
Net income (loss)		28,134			13,892		57,932		(43,736)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		15,496			16,397		47,739		49,091
Relinquishment liability reassessment							(243)
Accretion of discount to the relinquishment liability					552		227		1,654
Cash paid for accretion of discount to the relinquishment liability							(778)		(2,071)
Loss on early extinguishment of debt									58,481
Payments of tender offer costs and discounts									(48,155)
Amortization of debt issuance costs and accretion of bond discounts							5,518		5,925
Provision for losses on receivables							447		877
Impairment of Project Horizon							2,502
(Gain) loss on disposition of assets							843		(15)
Loss from unconsolidated affiliates							38		(154)
Inter-company transactions							(18,858)		(6,466)
Changes in operating assets and liabilities:
Increase in receivables							1,856		(3,409)
Increase in inventories							(808)		(1,342)
Increase in other assets							(876)		992
Increase (decrease) in trade payables							(6,448)		6,288
Increase in accrued interest							19,622		9,114
Increase in other liabilities							13,501		1,231
Net cash flows provided by operating activities							122,214		28,305
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables							(8,799)		(14,680)
Issuance of third-party loans and advances							0		0
Payments received on third-party loans							117		606
(Increase) decrease in restricted cash, net							(27)		44
Proceeds from asset sales							1,577		105
Investments in the New England Black Wolves							0
Investments in unconsolidated affiliates									0
Inter-company transactions							8,558		19,812
Net cash flows used in investing activities							1,426		5,887
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe							0		0
Repayments of other long-term debt							(9,844)		(191,049)
Principal portion of relinquishment liability payments							(24,400)		(29,129)
Distributions to Mohegan Tribe							(32,500)		(32,500)
Payments of financing fees									(12,631)
Payments on capital lease obligations							(726)		(1,709)
Inter-company transactions							0		0
Net cash flows used in financing activities							(108,630)		(22,039)
Net increase in cash and cash equivalents							15,010		12,153
Cash and cash equivalents at beginning of period							33,939		44,060		44,060
Cash and cash equivalents at end of period		48,949			56,213		48,949		56,213		33,939
Authority | Credit Facility | Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments									(393,000)
Authority | Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments									(222,103)
Authority | Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							299,000		193,000
Credit facility/line of credit repayments							(328,000)		(173,000)
Authority | Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings									124,343
Credit facility/line of credit repayments							(5,469)		(1,563)
Authority | Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings									720,952
Credit facility/line of credit repayments							(3,650)		(3,650)
Authority | Credit Facility | Line of Credit
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							332,124		258,415
Credit facility/line of credit repayments							(335,165)		(258,415)
Total Guarantor Subsidiaries
Cash flows provided by (used in) operating activities:
Net income (loss)		1,631	[1]		(3,517)	[2]	(4,321)	[3],[4]	(22,024)	[5],[6]
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		3,306	[1]		3,420	[2]	10,113	[3],[4]	10,318	[5],[6]
Relinquishment liability reassessment	[4]						0
Accretion of discount to the relinquishment liability					0	[2]	0	[3],[4]	0	[5],[6]
Cash paid for accretion of discount to the relinquishment liability							0	[3]	0	[5]
Loss on early extinguishment of debt	[5]								0
Payments of tender offer costs and discounts	[5]								0
Amortization of debt issuance costs and accretion of bond discounts							0	[3]	0	[5]
Provision for losses on receivables							270	[3]	183	[5]
Impairment of Project Horizon	[4]						0
(Gain) loss on disposition of assets							2	[3]	3	[5]
Loss from unconsolidated affiliates							0	[3]	0	[5]
Inter-company transactions							31,889	[3]	46,421	[5]
Changes in operating assets and liabilities:
Increase in receivables							(1,980)	[3]	(1,849)	[5]
Increase in inventories							(164)	[3]	(371)	[5]
Increase in other assets							(237)	[3]	(229)	[5]
Increase (decrease) in trade payables							(3,394)	[3]	1,382	[5]
Increase in accrued interest							0	[3]	0	[5]
Increase in other liabilities							5,399	[3]	2,562	[5]
Net cash flows provided by operating activities							37,577	[3]	36,396	[5]
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables							(2,698)	[3]	(3,382)	[5]
Issuance of third-party loans and advances							0	[3]	0	[5]
Payments received on third-party loans							0	[3]	0	[5]
(Increase) decrease in restricted cash, net							(716)	[3]	2,063	[5]
Proceeds from asset sales							0	[3]	0	[5]
Investments in the New England Black Wolves	[3]						0
Investments in unconsolidated affiliates	[5]								0
Inter-company transactions							(14,915)	[3]	(21,079)	[5]
Net cash flows used in investing activities							(18,329)	[3]	(22,398)	[5]
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe							0	[3]	0	[5]
Repayments of other long-term debt							0	[3]	0	[5]
Principal portion of relinquishment liability payments							0	[3]	0	[5]
Distributions to Mohegan Tribe							0	[3]	0	[5]
Payments of financing fees	[5]								0
Payments on capital lease obligations							(37)	[3]	(28)	[5]
Inter-company transactions							(13,855)	[3]	(20,728)	[5]
Net cash flows used in financing activities							(13,892)	[3]	(20,756)	[5]
Net increase in cash and cash equivalents							5,356	[3]	(6,758)	[5]
Cash and cash equivalents at beginning of period							14,767	[3],[7]	18,655	[5]	18,655	[5]
Cash and cash equivalents at end of period		20,123	[3],[8]		11,897	[5]	20,123	[3],[8]	11,897	[5]	14,767	[3],[7]
Total Guarantor Subsidiaries | Credit Facility | Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments	[5]								0
Total Guarantor Subsidiaries | Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments	[5]								0
Total Guarantor Subsidiaries | Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							0	[3]	0	[5]
Credit facility/line of credit repayments							0	[3]	0	[5]
Total Guarantor Subsidiaries | Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings	[5]								0
Credit facility/line of credit repayments							0	[3]	0	[5]
Total Guarantor Subsidiaries | Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings	[5]								0
Credit facility/line of credit repayments							0	[3]	0	[5]
Total Guarantor Subsidiaries | Credit Facility | Line of Credit
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							0	[3]	0	[5]
Credit facility/line of credit repayments							0	[3]	0	[5]
Total Non-Guarantor Subsidiaries and Entities
Cash flows provided by (used in) operating activities:
Net income (loss)		(4,721)	[9]		(6,061)	[10]	(14,796)	[11],[12]	(21,781)	[13],[14]
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		284	[9]		253	[10]	851	[11],[12]	658	[13],[14]
Relinquishment liability reassessment	[11]						0
Accretion of discount to the relinquishment liability					0	[10]	0	[11],[12]	0	[13],[14]
Cash paid for accretion of discount to the relinquishment liability							0	[11]	0	[13]
Loss on early extinguishment of debt	[13]								0
Payments of tender offer costs and discounts	[13]								0
Amortization of debt issuance costs and accretion of bond discounts							239	[11]	239	[13]
Provision for losses on receivables							2,682	[11]	1,893	[13]
Impairment of Project Horizon							0
(Gain) loss on disposition of assets							0	[11]	0	[13]
Loss from unconsolidated affiliates							1,264	[11]	948	[13]
Inter-company transactions							4,800	[11]	3,423	[13]
Changes in operating assets and liabilities:
Increase in receivables							(810)	[11]	(688)	[13]
Increase in inventories							0	[11]	0	[13]
Increase in other assets							(5,170)	[11]	(5,387)	[13]
Increase (decrease) in trade payables							39	[11]	1	[13]
Increase in accrued interest							437	[11]	(1,405)	[13]
Increase in other liabilities							(4,844)	[11]	5,749	[13]
Net cash flows provided by operating activities							(15,308)	[11]	(16,350)	[13]
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables							(584)	[11]	(10,839)	[13]
Issuance of third-party loans and advances							(2,201)	[11]	(1,392)	[13]
Payments received on third-party loans							0	[11]	0	[13]
(Increase) decrease in restricted cash, net							(39)	[11]	12,043	[13]
Proceeds from asset sales							0	[11]	0	[13]
Investments in the New England Black Wolves	[11]						(500)
Investments in unconsolidated affiliates	[13]								(29)
Inter-company transactions							37	[11]	0	[13]
Net cash flows used in investing activities							(3,287)	[11]	(217)	[13]
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe							(875)	[11]	(2,750)	[13]
Repayments of other long-term debt							(56)	[11]	(39)	[13]
Principal portion of relinquishment liability payments							0	[11]	0	[13]
Distributions to Mohegan Tribe							0	[11]	0	[13]
Payments of financing fees	[13]								0
Payments on capital lease obligations							0	[11]	0	[13]
Inter-company transactions							20,212	[11]	21,995	[13]
Net cash flows used in financing activities							19,281	[11]	19,206	[13]
Net increase in cash and cash equivalents							686	[11]	2,639	[13]
Cash and cash equivalents at beginning of period							402	[11],[15]	909	[13]	909	[13]
Cash and cash equivalents at end of period		1,088	[11],[16]		3,548	[13]	1,088	[11],[16]	3,548	[13]	402	[11],[15]
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments	[13]								0
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments	[13]								0
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							0	[11]	0	[13]
Credit facility/line of credit repayments							0	[11]	0	[13]
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings	[13]								0
Credit facility/line of credit repayments							0	[11]	0	[13]
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings	[13]								0
Credit facility/line of credit repayments							0	[11]	0	[13]
Total Non-Guarantor Subsidiaries and Entities | Credit Facility | Line of Credit
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							0	[11]	0	[13]
Credit facility/line of credit repayments							0	[11]	0	[13]
Consolidating/Eliminating Adjustments
Cash flows provided by (used in) operating activities:
Net income (loss)		2,651			$ 9,448		17,839		43,384
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		0					0		0
Relinquishment liability reassessment							0
Accretion of discount to the relinquishment liability					$ 0		0		0
Cash paid for accretion of discount to the relinquishment liability							0		0
Loss on early extinguishment of debt									0
Payments of tender offer costs and discounts									0
Amortization of debt issuance costs and accretion of bond discounts							0		0
Provision for losses on receivables							0		0
Impairment of Project Horizon							0
(Gain) loss on disposition of assets							0		0
Loss from unconsolidated affiliates							0		0
Inter-company transactions							(17,831)		(43,378)
Changes in operating assets and liabilities:
Increase in receivables							652		557
Increase in inventories							0		0
Increase in other assets							(34)		(36)
Increase (decrease) in trade payables							0		0
Increase in accrued interest							0		0
Increase in other liabilities							(626)		(555)
Net cash flows provided by operating activities							0		(28)
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables							0		0
Issuance of third-party loans and advances							0		0
Payments received on third-party loans							0		0
(Increase) decrease in restricted cash, net							0		0
Proceeds from asset sales							0		0
Investments in the New England Black Wolves							0
Investments in unconsolidated affiliates									0
Inter-company transactions							6,320		1,267
Net cash flows used in investing activities							6,320		1,267
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe							0		0
Repayments of other long-term debt							0		0
Principal portion of relinquishment liability payments							0		0
Distributions to Mohegan Tribe							0		0
Payments of financing fees									0
Payments on capital lease obligations							37		28
Inter-company transactions							(6,357)		(1,267)
Net cash flows used in financing activities							(6,320)		(1,239)
Net increase in cash and cash equivalents							0		0
Cash and cash equivalents at beginning of period							0		0		0
Cash and cash equivalents at end of period		$ 0			$ 0		0		0		$ 0
Consolidating/Eliminating Adjustments | Credit Facility | Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments									0
Consolidating/Eliminating Adjustments | Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments									0
Consolidating/Eliminating Adjustments | Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							0		0
Credit facility/line of credit repayments							0		0
Consolidating/Eliminating Adjustments | Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings									0
Credit facility/line of credit repayments							0		0
Consolidating/Eliminating Adjustments | Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings									0
Credit facility/line of credit repayments							0		0
Consolidating/Eliminating Adjustments | Credit Facility | Line of Credit
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings							0		0
Credit facility/line of credit repayments							$ 0		$ 0

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

XML

COWLITZ PROJECT (Details) - Related Party [Domain] $ in Thousands	1 Months Ended			9 Months Ended	12 Months Ended
	Mar. 31, 2015 Lease_Option	Jun. 30, 2013 lawsuit	Mar. 31, 2013 lawsuit	Jun. 30, 2015 USD ($)	Sep. 30, 2014 USD ($) gaming_facility gaming_machine table_game	Dec. 31, 2006 a
Schedule of Long-term Development Projects [Line Items]
Carrying value of land				$ 1,349,997	$ 1,424,068
Cowlitz Project | Salishan-Mohegan
Schedule of Long-term Development Projects [Line Items]
Development fee				3.00%
Area of land purchased (in acres) | a						152
Term of management agreement					7 years
Management fee					24.00%
Number of authorized gaming facilities | gaming_facility					2
Number of authorized gaming machines, leasing | gaming_machine					975
Number of authorized gaming machines, operation | gaming_machine					3,000
Number of authorized table games, operation | table_game					125
Annual Rate					10.00%
Number of claims dismissed | lawsuit			2
New claims filed | lawsuit		2
Operating leases, term of contract	25 years
Operating leases, renewal term	25 years
Operating Lease, Term, Number of Options to Extend 25 year Lease | Lease_Option	2
Land | Cowlitz Project | Salishan-Mohegan
Schedule of Long-term Development Projects [Line Items]
Carrying value of land					$ 20,000

XML

LONG-TERM DEBT

9 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT:

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

	June 30, 2015			September 30, 2014
Senior Secured Credit Facility - Revolving, due June 2018	$	8,000		$	37,000
Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount of $408 and $523, respectively	113,654			119,789
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively	712,270			716,188
2013 9 3/4% Senior Unsecured Notes, due September 2021	500,000			500,000
2005 6 7/8% Senior Subordinated Notes, due February 2015	—			9,654
2012 11 % Senior Subordinated Notes, due September 2018, net of discount of $2,957 and $3,506, respectively	272,233			271,684
Line of Credit	—			3,041
2009 Mohegan Tribe Promissory Note, due September 2015	875			1,750
2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2017	16,500			16,500
2013 Mohegan Tribe Promissory Note, due December 2018	7,420			7,420
Downs Lodging Credit Facility, due July 2016	45,000			45,000
Other	3,497			2,910
Long-term debt, excluding capital leases	1,679,449			1,730,936
Less: current portion of long-term debt	(25,241		)	(31,558		)
Long-term debt, net of current portion	$	1,654,208		$	1,699,378

Senior Secured Credit Facilities

In November 2013, the Authority entered into a loan agreement among the Authority, the Tribe, the Guarantors as defined below, RBS Citizens, N.A. as Administrative and Collateral Agent and the other lenders and financial institutions party thereto, providing for $955.0 million in aggregate principal amount of senior secured credit facilities (the “Senior Secured Credit Facilities”), comprised of a $100.0 million senior secured revolving credit facility (the “Revolving Facility”), a $125.0 million senior secured term loan A facility (the “Term Loan A Facility”) and a $730.0 million senior secured term loan B facility (the “Term Loan B Facility"). The Senior Secured Credit Facilities mature on June 15, 2018, subject to extension based on the satisfaction of certain conditions to November 19, 2018 (in the case of the Revolving Facility and the Term Loan A Facility) and November 19, 2019 (in the case of the Term Loan B Facility).

The Term Loan A Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 5.0% of the original principal amount for the first year after the closing date, 7.5% of the original principal amount for the second year after the closing date and 10.0% of the original principal amount in each year thereafter, with the balance payable on the maturity date of the Term Loan A Facility. The Term Loan B Facility amortizes in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount. Amortization of the Term Loan A Facility and Term Loan B Facility began with the first full fiscal quarter after the closing date.

As of June 30, 2015, amounts outstanding under the Revolving Facility, Term Loan A Facility and Term Loan B Facility totaled $8.0 million, $114.1 million and $719.1 million, respectively. As of June 30, 2015, letters of credit issued under the Revolving Facility totaled $3.0 million, of which no amount was drawn. Inclusive of letters of credit, which reduce borrowing availability under the Revolving Facility, and after taking into account restrictive financial covenant requirements, the Authority had approximately $89.0 million of borrowing capacity under its Revolving Facility and Line of Credit as of June 30, 2015.

Borrowings under the Senior Secured Credit Facilities incur interest as follows: (i) for base rate loans under the Revolving Facility and Term Loan A Facility, a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 50 basis points and (c) the one-month LIBOR rate plus 100 basis points (the highest of (a), (b) and (c), the “base rate”), plus a leverage-based margin of 250 to 350 basis points; (ii) for Eurodollar rate loans under the Revolving Facility and Term Loan A Facility, the applicable LIBOR rate plus a leverage-based margin of 350 to 450 basis points; (iii) for base rate loans under the Term Loan B Facility, the base rate (subject to a 2.0% floor) plus 350 basis points; and (iv) for Eurodollar rate loans under the Term Loan B Facility, the applicable LIBOR rate (subject to a 1.0% floor) plus 450 basis points. The Authority also is required to pay a leverage-based commitment fee of between 37.5 and 50 basis points for unused commitments under the Revolving Facility. Interest on base rate loans is payable quarterly in arrears. Interest on Eurodollar rate loans of three months or less is payable at the end of each applicable interest period and for Eurodollar rate loans of more than three months, interest is payable at intervals of three months duration after the beginning of such interest period.

As of June 30, 2015, the $8.0 million outstanding under the Revolving Facility was comprised of a $3.0 million base rate loan based on a base rate of 3.25% plus 325 basis points and $5.0 million in Eurodollar rate loans based on a Eurodollar rate of 0.19% plus 425 basis points. The commitment fee was 0.50% as of June 30, 2015. As of June 30, 2015, the $114.1 million outstanding under the Term Loan A Facility was based on a Eurodollar rate of 0.28% plus 425 basis points. As of June 30, 2015, the $719.1 million outstanding under the Term Loan B Facility was based on the Eurodollar rate floor of 1.0% plus 450 basis points. As of June 30, 2015 and September 30, 2014, accrued interest, including commitment fees, on the Senior Secured Credit Facilities was $166,000 and $212,000, respectively.

The Authority's obligations under the Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, by the Pocono Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming (collectively, the “Guarantors”). The Senior Secured Credit Facilities are 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 Pocono 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 Senior Secured Credit Facilities as they and future guarantor subsidiaries acquire them.

The Senior Secured Credit Facilities contain customary covenants applicable to the Authority and its restricted subsidiaries, including 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 Senior Secured Credit Facilities include financial maintenance covenants pertaining to total leverage, secured leverage and minimum fixed charge coverage.

As of June 30, 2015, the Authority and the Tribe were in compliance with all respective covenant requirements under the Senior Secured Credit Facilities.

The Authority continues to monitor revenues and manage expenses and enhance operating efficiencies to ensure continued compliance with its financial covenant requirements under the Senior Secured Credit Facilities. While the Authority anticipates that it will remain in compliance with all covenant requirements under its Senior Secured Credit Facilities for all periods prior to maturity, it may need to increase revenues or offset any future declines in revenues by implementing additional cost saving and other initiatives to ensure 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 Senior Secured 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 Senior Secured 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 Unsecured Notes

2013 9 ³/4% Senior Unsecured Notes

In August 2013, the Authority issued $500.0 million Senior Unsecured Notes with fixed interest payable at a rate of 9.75%per annum (the “2013 Senior Unsecured Notes”). The 2013 Senior Unsecured Notes mature on September 1, 2021. The Authority may redeem the 2013 Senior Unsecured Notes, in whole or in part, at any time prior to September 1, 2016 at a price equal to 100% of the principal amount plus a make-whole premium and accrued interest to the date of redemption. On or after September 1, 2016, the Authority may redeem the 2013 Senior Unsecured Notes, in whole or in part, at specified redemption prices, together with accrued interest to the date of redemption. If the Authority experiences specific kinds of change of control triggering events, the Authority must offer to repurchase the 2013 Senior Unsecured Notes at a price equal to 101% of the principal amount thereof, plus accrued interest to the purchase date. In addition, if the Authority undertakes certain types of asset sales and does not use the related sale proceeds for specified purposes, the Authority may be required to offer to repurchase the 2013 Senior Unsecured Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the 2013 Senior Unsecured Notes is payable semi-annually on March 1^st and September 1^st. On March 11, 2014, the Authority completed an offer to exchange the 2013 Senior Unsecured Notes for a new issue of substantially identical debt securities registered under the Securities Act of 1933, with all outstanding notes being exchanged. As of June 30, 2015 and September 30, 2014, accrued interest on the 2013 Senior Unsecured Notes was $16.3 million and $4.1 million, respectively.

The 2013 Senior Unsecured Notes are uncollateralized general obligations of the Authority and are effectively subordinated to all of the Authority’s and the Guarantors' and future guarantor subsidiaries' senior secured indebtedness, including the Senior Secured Credit Facilities, to the extent of the value of the collateral securing such indebtedness. The 2013 Senior Unsecured Notes also are effectively subordinated to any indebtedness and other liabilities (including trade payables) of the Authority’s subsidiaries that do not guarantee the 2013 Senior Unsecured Notes. The 2013 Senior Unsecured Notes rank equally in right of payment with the Authority’s other unsecured, unsubordinated indebtedness, including trade payables. The 2013 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The 2013 Senior Unsecured Notes indenture contains certain covenants that, subject to certain significant exceptions, limit, among other things, the Authority’s and Guarantors’ ability to incur additional debt, pay dividends or distributions, make certain investments, create liens on assets, enter into transactions with affiliates, merge or consolidate with another company or transfer and sell assets. The 2013 Senior Unsecured Notes indenture includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, failure to pay certain other indebtedness, the occurrence of which is caused by a failure to pay principal, premium or interest or results in the acceleration of such indebtedness, certain events of bankruptcy and insolvency and certain judgment defaults.

Senior Subordinated Notes

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”). In March 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. Subsequent to the Authority's March 2012 private exchange offer, $9.7 million of the 2005 Senior Subordinated Notes remained outstanding, which amount, including accrued interest, was repaid at maturity on February 15, 2015 with cash on hand and drawings under the Revolving Facility. As of September 30, 2014, accrued interest on the 2005 Senior Subordinated Notes was $83,000.

2012 11% Senior Subordinated Notes

In March 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 the Authority's then outstanding 2004 7 1/8% 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. 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.

In August 2013, the Authority repurchased an aggregate principal amount of $69.0 million 2012 Senior Subordinated Notes. An aggregate principal amount of $275.2 million 2012 Senior Subordinated Notes remains outstanding as of June 30, 2015. As of June 30, 2015 and September 30, 2014, accrued interest on the 2012 Senior Subordinated Notes was $8.9 million and $1.3 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 Senior Secured Credit Facilities and 2013 Senior Unsecured 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 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, 2015, 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

In November 2013, the Authority entered into a $16.5 million revolving credit facility with Bank of America, N.A. (the “Line of Credit”). The Line of Credit is coterminous with the Senior Secured Credit Facilities. Pursuant to provisions of the Senior Secured Credit Facilities, under certain circumstances, the Line of Credit may be converted into loans under the Senior Secured Credit Facilities. 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. As of June 30, 2015, no amount was drawn on the Line of Credit. Borrowings under the Line of Credit are uncollateralized obligations. The Line of Credit contains negative covenants and financial maintenance covenants that are substantially the same as those contained in the Senior Secured Credit Facilities. As of June 30, 2015, the Authority was in compliance with all covenant requirements under the Line of Credit. As of June 30, 2015 and September 30, 2014, accrued interest on the Line of Credit was $18,000 and $23,000, respectively.

2009 Mohegan Tribe Promissory Note

In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan (the “2009 Mohegan Tribe Promissory Note”). The 2009 Mohegan Tribe Promissory Note was amended in June 2014 to extend the maturity date to September 30, 2015. The 2009 Mohegan Tribe Promissory Note accrues interest at an annual rate of 10.0%. As amended, accrued interest is payable as follows: (i) $1.2 million per quarter, commencing December 31, 2013 through March 31, 2014 and (ii) $1.3 million on June 30, 2015, with the balance of accrued and unpaid interest due at maturity. As amended, principal outstanding under the 2009 Mohegan Tribe Promissory Note amortizes as follows: (i) $1.625 million per quarter, commencing December 31, 2012 through September 30, 2013, (ii) $875,000 per quarter, commencing December 31, 2013 through March 31, 2014, (iii) $875,000 on June 30, 2015 and (iv) $875,000 at maturity. As of June 30, 2015 and September 30, 2014, accrued interest on the 2009 Mohegan Tribe Promissory Note was $1.3 million and $2.5 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 was amended in June 2014 to extend the maturity date to March 31, 2017. The 2012 Mohegan Tribe Minor's Trust Promissory Note accrues interest at an annual rate of 10.0%. As amended, accrued interest is payable as follows: (i) quarterly, commencing June 30, 2012 through March 31, 2014, (ii) on July 1, 2014 on the unpaid balance for the period April 1, 2014 through June 30, 2014, (iii) $800,000 per quarter, commencing September 30, 2015 through March 31, 2016 and (iv) quarterly, thereafter on the unpaid balance. As amended, principal outstanding under the 2012 Mohegan Tribe Minor's Trust Promissory Note amortizes as follows: (i) $500,000 per quarter, commencing December 31, 2012 through March 31, 2014, (ii) $500,000 on July 1, 2014 and September 30, 2015, (iii) $1.5 million per quarter, commencing December 31, 2015 through September 30, 2016 and (iv) $10.0 million at maturity. As of June 30, 2015 and September 30, 2014, accrued interest on the 2012 Mohegan Tribe Minor's Trust Promissory Note was $1.7 million and $416,000, respectively.

2013 Mohegan Tribe Promissory Note

In March 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. As of June 30, 2015 and September 30, 2014, accrued interest on the 2013 Mohegan Tribe Promissory Note was $1,000.

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 from the Downs Lodging Credit Facility were used by Downs Lodging to fund Project Sunlight, a hotel and convention center expansion project at Mohegan Sun Pocono. 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, 2015, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging Credit Facility. As of June 30, 2015, accrued interest on the Downs Lodging Credit Facility was $375,000. As of September 30, 2014, there was no accrued interest on the Downs Lodging Credit Facility.

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SUBSEQUENT EVENTS (Details) $ in Thousands			9 Months Ended
	Aug. 11, 2015 USD ($) $ / unit	Jul. 16, 2015 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)
Credit Facility | Senior Secured Credit Facility - Term Loan B
Subsequent Event [Line Items]
Increase in credit borrowings			$ 0	$ 720,952
Prepayment on line of credit			$ 3,650	$ 3,650
Subsequent Event
Subsequent Event [Line Items]
Amount outstanding	$ 100,200
Amount redeemed	$ 175,000
Redemption price per unit (usd per unit) | $ / unit	1,053.47
Percentage of outstanding debt redeemed	100.00%
Subsequent Event | Credit Facility | Senior Secured Credit Facility - Term Loan B
Subsequent Event [Line Items]
Increase in credit borrowings	$ 90,000
Subsequent Event | Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes
Subsequent Event [Line Items]
Proceeds from private placement	85,000
Amount outstanding	$ 585,000
Subsequent Event | Downs Lodging, LLC | Credit Facility | Downs Lodging Credit Facility
Subsequent Event [Line Items]
Prepayment on line of credit		$ 4,500

XML

LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014	Aug. 31, 2013	Mar. 31, 2013	Mar. 31, 2012	Sep. 30, 2009	Feb. 28, 2005
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	$ 1,679,449	$ 1,730,936
Less: current portion of long-term debt	(25,241)	(31,558)
Long-term debt, net of current portion	1,654,208	1,699,378
Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	8,000	37,000
Credit Facility | Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount of $408 and $523, respectively
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	113,654	119,789
Unamortized discount	408	523
Credit Facility | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	712,270	716,188
Unamortized discount	6,780	8,337
Credit Facility | Line of Credit
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	0	3,041
Credit Facility | Downs Lodging Credit Facility, due July 2016
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	45,000	45,000
Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes, due September 2021
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	$ 500,000	$ 500,000
Note stated interest rate	9.75%	9.75%	9.75%
Senior Subordinated Notes | 2005 6 7/8% Senior Subordinated Notes, due February 2015
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	$ 0	$ 9,654
Note stated interest rate	6.875%	6.875%					6.875%
Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes, due September 2018, net of discount of $2,957 and $3,506, respectively
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	$ 272,233	$ 271,684
Unamortized discount	$ 2,957	$ 3,506
Note stated interest rate	11.00%	11.00%			11.00%
Promissory Notes | 2009 Mohegan Tribe Promissory Note, due September 2015
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	$ 875	$ 1,750
Note stated interest rate						10.00%
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2017
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	16,500	16,500
Note stated interest rate					10.00%
Promissory Notes | 2013 Mohegan Tribe Promissory Note, due December 2018
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	7,420	7,420
Note stated interest rate				4.00%
Other
Debt Schedule [Abstract]
Long-term debt, excluding capital leases	$ 3,497	$ 2,910

XML

BASIS OF PRESENTATION - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Mar. 31, 2015	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Sep. 30, 2014	Sep. 30, 2010
Property, Plant and Equipment [Line Items]
Impairment of Project Horizon		$ 0	$ 2,500	$ 0	$ 2,502	$ 0	$ 5,000	$ 58,100
Proceeds from asset sales					$ 1,577	$ 105
Asset under Construction [Member]
Property, Plant and Equipment [Line Items]
Proceeds from asset sales	$ 1,300

XML

LONG-TERM DEBT - Credit Facilities (Details) - USD ($)	1 Months Ended	9 Months Ended
	Nov. 30, 2013	Jun. 30, 2015	Sep. 30, 2014	Jul. 31, 2012
Debt Instrument [Line Items]
Long-term debt, excluding capital leases		$ 1,679,449,000	$ 1,730,936,000
Accrued interest payable		28,718,000	8,659,000
Credit Facility
Debt Instrument [Line Items]
Accrued interest including commitment fees		166,000	212,000
Senior Secured Credit Facility - Term Loan A | Credit Facility
Debt Instrument [Line Items]
Debt outstanding		114,100,000
Long-term debt, excluding capital leases		$ 113,654,000	119,789,000
Senior Secured Credit Facility - Term Loan A | Credit Facility | Eurodollar Rate Term Loans
Debt Instrument [Line Items]
Basis spread on variable rate		4.25%
Variable rate at period end		0.28%
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility
Debt Instrument [Line Items]
Debt outstanding		$ 719,100,000
Long-term debt, excluding capital leases		$ 712,270,000	716,188,000
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | Eurodollar Rate Term Loans
Debt Instrument [Line Items]
Basis spread on variable rate		4.50%
Variable rate at period end		1.00%
Senior Secured Credit Facility - Revolving, due June 2018 | Credit Facility
Debt Instrument [Line Items]
Debt outstanding		$ 8,000,000
Letters of credit issued		3,000,000
Credit facility outstanding		0
Remaining borrowing capacity		89,000,000
Long-term debt, excluding capital leases		$ 8,000,000	37,000,000
Senior Secured Credit Facility - Revolving, due June 2018 | Credit Facility | Eurodollar Rate Revolving Loans [Member]
Debt Instrument [Line Items]
Basis spread on variable rate		4.25%
Long-term debt, excluding capital leases		$ 5,000,000
Variable rate at period end		0.19%
Senior Secured Credit Facility - Revolving, due June 2018 | Credit Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate		3.25%
Long-term debt, excluding capital leases		$ 3,000,000
Variable rate at period end		3.25%
Line of Credit | Credit Facility
Debt Instrument [Line Items]
Letters of credit issued		$ 0
Long-term debt, excluding capital leases		0	3,041,000
Borrowing capacity	$ 16,500,000.0
Accrued interest payable		18,000	23,000
Downs Lodging Credit Facility | Credit Facility
Debt Instrument [Line Items]
Long-term debt, excluding capital leases		45,000,000	45,000,000
Downs Lodging Credit Facility | Credit Facility | Downs Lodging, LLC
Debt Instrument [Line Items]
Loan face amount				$ 45,000,000.0
Accrued interest payable		$ 375,000	$ 0
Interest rate				13.00%
Interest due monthly				10.00%
Interest due at maturity				3.00%
Exit fee				3.00%
Senior Secured Notes | Senior Secured Credit Facilities | Credit Facility
Debt Instrument [Line Items]
Loan face amount	955,000,000.0
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility
Debt Instrument [Line Items]
Loan face amount	$ 125,000,000
Debt instrument, amortization of principal, percentage, year one	5.00%
Debt instrument, amortization of principal, percentage, year two	7.50%
Debt instrument, amortization of principal, percentage, year three	10.00%
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | Minimum
Debt Instrument [Line Items]
Variable rate, leverage-based margin	2.50%
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | Maximum
Debt Instrument [Line Items]
Variable rate, leverage-based margin	3.50%
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum
Debt Instrument [Line Items]
Variable rate, leverage-based margin	3.50%
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum
Debt Instrument [Line Items]
Variable rate, leverage-based margin	4.50%
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | Federal Funds Effective Swap Rate
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%
Senior Secured Notes | Senior Secured Credit Facility - Term Loan A | Credit Facility | One-Month London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate	1.00%
Senior Secured Notes | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility
Debt Instrument [Line Items]
Loan face amount	$ 730,000,000
Debt instrument, amortization of principal, percentage, annual	1.00%
Senior Secured Notes | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate	4.50%
Variable rate basis, minimum	1.00%
Senior Secured Notes | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate	3.50%
Variable rate basis, minimum	2.00%
Revolving Loans | Senior Secured Credit Facilities | Credit Facility
Debt Instrument [Line Items]
Loan face amount	$ 100,000,000
Revolving Loans | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility
Debt Instrument [Line Items]
Fee assessed on unused revolving credit		0.50%
Revolving Loans | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | Minimum
Debt Instrument [Line Items]
Fee assessed on unused revolving credit	0.375%
Revolving Loans | Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively | Credit Facility | Maximum
Debt Instrument [Line Items]
Fee assessed on unused revolving credit	0.50%

XML

LONG-TERM DEBT - Senior Unsecured Notes (Details) - USD ($)	Jun. 30, 2015	Sep. 30, 2014	Aug. 31, 2013
Debt Instrument [Line Items]
Accrued interest payable	$ 28,718,000	$ 8,659,000
Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes, due September 2021
Debt Instrument [Line Items]
Loan face amount			$ 500,000,000
Note stated interest rate	9.75%	9.75%	9.75%
Debt Instrument, Redeemable Rate			100.00%
Redeemable rate after cutoff			101.00%
Redeemable rate upon certain conditions			100.00%
Accrued interest payable	$ 16,300,000	$ 4,100,000

XML

BASIS OF PRESENTATION

9 Months Ended

Jun. 30, 2015

Accounting Policies [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. In addition, certain amounts in the accompanying 2014 supplemental condensed consolidating financial statements have been reclassified to conform to the 2015 presentation.

The gaming market in the Northeastern United States is seasonal in nature, with peak gaming activities often occurring at Mohegan Sun and Mohegan Sun Pocono during the months of May through August. Accordingly, the Authority's operating results for the three months and nine months ended June 30, 2015 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

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, 2014.

Principles of Consolidation

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

Long-Term Receivables

Long-term receivables consist primarily of receivables from affiliates and others and were primarily included in other assets, net, in the accompanying condensed consolidated balance sheets. The following table presents a reconciliation of long-term receivables, including current portions, and the related reserves for doubtful collection of these long-term receivables (in thousands):

	Long-Term Receivables
	Affiliates		Others			Total
Balance, March 31, 2015 (1)	$	91,567	$	2,590		$	94,157
Additions:
Issuance of affiliate advances and other loans, including interest receivable	3,803		68			3,871
Deductions:
Payments received	—		(40		)	(40		)
Adjustments	—		(779		)	(779		)
Balance, June 30, 2015 (1)	$	95,370	$	1,839		$	97,209
Balance, September 30, 2014 (1)	$	66,596	$	2,612		$	69,208
Additions:
Issuance of affiliate advances and other loans, including interest receivable	8,823		123			8,946
Cowlitz Project land value transfer (2)	19,951		—			19,951
Deductions:
Payments received	—		(117		)	(117		)
Adjustments	—		(779		)	(779		)
Balance, June 30, 2015 (1)	$	95,370	$	1,839		$	97,209

__________

(1) Includes interest receivable of $41.0 million, $39.3 million and $35.7 million as of June 30, 2015, March 31, 2015 and September 30, 2014, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010.

(2) Relates to the transfer of land for the proposed Cowlitz Project site between Salishan-Mohegan and the Cowlitz Tribe (refer to Note 7).

	Reserves for Doubtful Collection of Long-Term Receivables
	Affiliates		Others			Total
Balance, March 31, 2015	$	28,557	$	821		$	29,378
Additions:
Charges to bad debt expense	923		5			928
Deductions:
Adjustments	—		(781		)	(781		)
Balance, June 30, 2015	$	29,480	$	45		$	29,525
Balance, September 30, 2014	$	26,833	$	796		$	27,629
Additions:
Charges to bad debt expense	2,647		35			2,682
Deductions:
Adjustments	—		(786		)	(786		)
Balance, June 30, 2015	$	29,480	$	45		$	29,525

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 and certain credit facilities approximates fair value. The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands):

	June 30, 2015
	Carrying Value		Fair Value
Senior Secured Credit Facility - Revolving	$	8,000	$	7,910
Senior Secured Credit Facility - Term Loan A	$	113,654	$	113,064
Senior Secured Credit Facility - Term Loan B	$	712,270	$	714,556
2013 9 3/4% Senior Unsecured Notes	$	500,000	$	528,750
2012 11% Senior Subordinated Notes	$	272,233	$	276,222

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, 2015.

Impairment of Project Horizon

In September 2008, the Authority suspended certain elements of its Project Horizon expansion due to a slowdown in business volumes and uncertainties in the financial markets. Costs incurred on the suspended elements related to excavation and foundation work for a planned podium and new hotel tower, as well as professional fees for design and architectural work. During its fourth quarter ended September 30, 2010, the Authority re-evaluated its plans with respect to the development of the new hotel element of the project, and based on a modified plan, which encompassed a smaller hotel to be located closer to the existing hotel, determined that certain assets related to the suspended elements did not have any future benefit to the Authority. Accordingly, in fiscal 2010, the Authority recorded a related $58.1 million impairment charge. During its fourth quarter ended September 30, 2014, the Authority further re-evaluated its modified plan, which included a hotel to be developed and owned by an instrumentality of the Tribe, as well as a third-party developed and owned retail center, and, based on new design plans, including the final location of the planned hotel, determined that certain design and earthwork related assets did not have any future benefit to the Authority. Accordingly, in fiscal 2014, the Authority recorded an additional $5.0 million impairment charge.

In March 2015, the Mohegan Tribal Finance Authority (“MTFA”), a wholly-owned instrumentality of the Tribe, agreed to develop the planned hotel. The Authority received approximately $1.3 million as payment for the carrying value of the remaining hotel related assets which were transferred to MTFA. Concurrent with this transaction, the Authority re-evaluated the planned third-party developed and owned retail center, including master planning costs, and determined that these elements of the project were no longer feasible at this time. Accordingly, the Authority determined that the related assets did not have any future benefit, and, during its second quarter ended March 31, 2015, the Authority recognized a related $2.5 million impairment charge, which was recorded in the accompanying condensed consolidated statement of income for the nine months ended June 30, 2015. As of March 31, 2015, there were no assets remaining related to the suspended elements of Project Horizon.

New Accounting Standards

In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance will be required to be applied on a retrospective basis, using one of two methodologies, and was to be effective for annual reporting periods beginning after December 15, 2016, with early application not being permitted. However, in July 2015, the FASB deferred the effective date by one year. This guidance will now be effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods thereafter. Entities are permitted to adopt the guidance as of the original effective date. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations.

In August 2014, the FASB issued an accounting standard update which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The update requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. It also requires management to provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. This guidance will be required for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations.

In February 2015, the FASB issued an accounting standards update which amends existing requirements applicable to reporting entities that are required to evaluate whether certain legal entities should be consolidated. This guidance will be required to be applied either on a retrospective or modified retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations.

In April 2015, the FASB issued an accounting standard update to clarify the required presentation of debt issuance costs. The update requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying amount of the related debt liability rather than as an asset. This guidance will be required to be applied on a retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority plans to adopt this guidance for its annual reporting period ending September 30, 2015 and is currently evaluating the impact on its financial position and results of operations.

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LONG-TERM DEBT - Senior Subordinated Notes (Details) - USD ($)	Jun. 30, 2015	Sep. 30, 2014	Aug. 31, 2013	Mar. 31, 2012	Feb. 28, 2005
Debt Instrument [Line Items]
Accrued interest payable	$ 28,718,000	$ 8,659,000
2005 6 7/8% Senior Subordinated Notes | Senior Subordinated Notes
Debt Instrument [Line Items]
Loan face amount					$ 150,000,000.0
Note stated interest rate	6.875%	6.875%			6.875%
Principal amount tendered and exchanged				$ 140,300,000
Debt outstanding	$ 9,700,000
Accrued interest payable		$ 83,000
2012 11 % Senior Subordinated Notes | Senior Subordinated Notes
Debt Instrument [Line Items]
Loan face amount				$ 344,200,000.0
Note stated interest rate	11.00%	11.00%		11.00%
Redeemable rate before cutoff				100.00%
Redeemable rate after cutoff				101.00%
Redeemable rate upon certain conditions				100.00%
Payment in Kind (PIK) interest rate				2.00%
Debt instrument, repurchase amount			$ 69,000,000
Notes payable	$ 275,200,000
Accrued interest payable	$ 8,900,000	$ 1,300,000
2012 11 % Senior Subordinated Notes | Senior Subordinated Notes | 2004 Senior Subordinated Notes
Debt Instrument [Line Items]
Principal amount tendered and exchanged				$ 203,800,000
2012 11 % Senior Subordinated Notes | Senior Subordinated Notes | 2005 Senior Subordinated Notes
Debt Instrument [Line Items]
Principal amount tendered and exchanged				$ 140,300,000

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - BALANCE SHEETS (Details) - USD ($) $ in Thousands		Jun. 30, 2015		Mar. 31, 2015	Sep. 30, 2014		Jun. 30, 2014		Mar. 31, 2014	Sep. 30, 2013
Current assets:
Cash and cash equivalents		$ 70,160			$ 49,108		$ 71,658			$ 63,624
Restricted cash		4,786			675
Receivables, net		30,273			30,640
Inventories		15,516			14,544
Other current assets		17,977			16,997
Total current assets		138,712			111,964
Non-current assets:
Property and equipment, net		1,349,997			1,424,068
Goodwill		39,459			39,459
Other intangible assets, net		406,856			405,109
Other assets, net		96,322			75,360
Inter-company receivables		0			0
Investment in subsidiaries		0			0
Total assets		2,031,346			2,055,960
Current liabilities:
Current portion of long-term debt		19,366			29,308
Current portion of relinquishment liability		0			25,194
Due to Mohegan Tribe		5,875			2,250
Current portion of capital leases		816			793
Trade payables		14,146			24,086
Construction payables		2,530			5,832
Accrued interest payable		28,718			8,659
Other current liabilities		146,735			127,175
Total current liabilities		218,186			223,297
Non-current liabilities:
Long-term debt, net of current portion		1,635,288			1,675,958
Due to Mohegan Tribe, net of current portion		18,920			23,420
Capital leases, net of current portion		1,730			2,345
Other long-term liabilities		7,166			6,113
Inter-company payables		0			0
Accumulated losses in excess of investment in subsidiaries		0			0
Total liabilities		1,881,290			1,931,133
Capital:
Retained earnings		150,490			125,058
Mohegan Tribal Gaming Authority capital		150,490			125,058
Non-controlling interests		(434)			(231)
Total capital		150,056		$ 134,861	124,827		122,728		$ 121,466	199,385
Total liabilities and capital		2,031,346			2,055,960
Authority
Current assets:
Cash and cash equivalents		48,949			33,939		56,213			44,060
Restricted cash		63			47
Receivables, net		25,337			27,537
Inventories		14,147			13,339
Other current assets		16,580			15,559
Total current assets		105,076			90,421
Non-current assets:
Property and equipment, net		1,096,661			1,142,363
Goodwill		0			0
Other intangible assets, net		120,309			120,395
Other assets, net		24,869			28,625
Inter-company receivables		247,979			228,122
Investment in subsidiaries		316,094			325,651
Total assets		1,910,988			1,935,577
Current liabilities:
Current portion of long-term debt		18,757			28,893
Current portion of relinquishment liability					25,194
Due to Mohegan Tribe		0			0
Current portion of capital leases		816			793
Trade payables		12,311			18,893
Construction payables		2,170			4,411
Accrued interest payable		25,347			5,725
Other current liabilities		107,025			90,684
Total current liabilities		166,426			174,593
Non-current liabilities:
Long-term debt, net of current portion		1,589,963			1,630,958
Due to Mohegan Tribe, net of current portion		0			0
Capital leases, net of current portion		1,730			2,345
Other long-term liabilities		2,063			2,307
Inter-company payables		0			0
Accumulated losses in excess of investment in subsidiaries		0			0
Total liabilities		1,760,182			1,810,203
Capital:
Retained earnings		150,806			125,374
Mohegan Tribal Gaming Authority capital		150,806			125,374
Non-controlling interests		0			0
Total capital		150,806			125,374
Total liabilities and capital		1,910,988			1,935,577
Total Guarantor Subsidiaries
Current assets:
Cash and cash equivalents		20,123	[1],[2]		14,767	[2],[3]	11,897	[4]		18,655	[4]
Restricted cash		4,316	[1]		628	[3]
Receivables, net		4,347	[1]		2,637	[3]
Inventories		1,369	[1]		1,205	[3]
Other current assets		1,339	[1]		1,182	[3]
Total current assets		31,494	[1]		20,419	[3]
Non-current assets:
Property and equipment, net		214,402	[1]		222,425	[3]
Goodwill		39,459	[1]		39,459	[3]
Other intangible assets, net		284,492	[1]		284,714	[3]
Other assets, net		4,040	[1]		3,970	[3]
Inter-company receivables		85,486	[1]		65,981	[3]
Investment in subsidiaries		0	[1]		0	[3]
Total assets		659,373	[1]		636,968	[3]
Current liabilities:
Current portion of long-term debt		0	[1]		0	[3]
Current portion of relinquishment liability	[3]				0
Due to Mohegan Tribe		0	[1]		0	[3]
Current portion of capital leases		47	[1]		58	[3]
Trade payables		1,787	[1]		5,181	[3]
Construction payables		260	[1]		794	[3]
Accrued interest payable		0	[1]		0	[3]
Other current liabilities		37,875	[1]		29,504	[3]
Total current liabilities		39,969	[1]		35,537	[3]
Non-current liabilities:
Long-term debt, net of current portion		0	[1]		0	[3]
Due to Mohegan Tribe, net of current portion		0	[1]		0	[3]
Capital leases, net of current portion		5,781	[1]		6,111	[3]
Other long-term liabilities		0	[1]		0	[3]
Inter-company payables		241,094	[1]		225,269	[3]
Accumulated losses in excess of investment in subsidiaries		38,440	[1]		31,680	[3]
Total liabilities		325,284	[1]		298,597	[3]
Capital:
Retained earnings		334,089	[1]		338,371	[3]
Mohegan Tribal Gaming Authority capital		334,089	[1]		338,371	[3]
Non-controlling interests		0	[1]		0	[3]
Total capital		334,089	[1]		338,371	[3]
Total liabilities and capital		659,373	[1]		636,968	[3]
Total Non-Guarantor Subsidiaries and Entities
Current assets:
Cash and cash equivalents		1,088	[5],[6]		402	[6],[7]	3,548	[8]		909	[8]
Restricted cash		407	[5]		0	[7]
Receivables, net		2,025	[5]		1,287	[7]
Inventories		0	[5]		0	[7]
Other current assets		58	[5]		256	[7]
Total current assets		3,578	[5]		1,945	[7]
Non-current assets:
Property and equipment, net		38,934	[5]		59,280	[7]
Goodwill		0	[5]		0	[7]
Other intangible assets, net		2,055	[5]		0	[7]
Other assets, net		73,387	[5]		49,077	[7]
Inter-company receivables		44	[5]		0	[7]
Investment in subsidiaries		0	[5]		0	[7]
Total assets		117,998	[5]		110,302	[7]
Current liabilities:
Current portion of long-term debt		609	[5]		415	[7]
Current portion of relinquishment liability	[7]				0
Due to Mohegan Tribe		5,875	[5]		2,250	[7]
Current portion of capital leases		0	[5]		0	[7]
Trade payables		48	[5]		12	[7]
Construction payables		100	[5]		627	[7]
Accrued interest payable		3,371	[5]		2,934	[7]
Other current liabilities		3,224	[5]		7,750	[7]
Total current liabilities		13,227	[5]		13,988	[7]
Non-current liabilities:
Long-term debt, net of current portion		45,325	[5]		45,000	[7]
Due to Mohegan Tribe, net of current portion		18,920	[5]		23,420	[7]
Capital leases, net of current portion		0	[5]		0	[7]
Other long-term liabilities		5,103	[5]		3,806	[7]
Inter-company payables		92,415	[5]		68,834	[7]
Accumulated losses in excess of investment in subsidiaries		0	[5]		0	[7]
Total liabilities		174,990	[5]		155,048	[7]
Capital:
Retained earnings		(57,390)	[5]		(44,746)	[7]
Mohegan Tribal Gaming Authority capital		(57,390)	[5]		(44,746)	[7]
Non-controlling interests		398	[5]		0	[7]
Total capital		(56,992)	[5]		(44,746)	[7]
Total liabilities and capital		117,998	[5]		110,302	[7]
Consolidating/Eliminating Adjustments
Current assets:
Cash and cash equivalents		0			0		$ 0			$ 0
Restricted cash		0			0
Receivables, net		(1,436)			(821)
Inventories		0			0
Other current assets		0			0
Total current assets		(1,436)			(821)
Non-current assets:
Property and equipment, net		0			0
Goodwill		0			0
Other intangible assets, net		0			0
Other assets, net		(5,974)			(6,312)
Inter-company receivables		(333,509)			(294,103)
Investment in subsidiaries		(316,094)			(325,651)
Total assets		(657,013)			(626,887)
Current liabilities:
Current portion of long-term debt		0			0
Current portion of relinquishment liability					0
Due to Mohegan Tribe		0			0
Current portion of capital leases		(47)			(58)
Trade payables		0			0
Construction payables		0			0
Accrued interest payable		0			0
Other current liabilities		(1,389)			(763)
Total current liabilities		(1,436)			(821)
Non-current liabilities:
Long-term debt, net of current portion		0			0
Due to Mohegan Tribe, net of current portion		0			0
Capital leases, net of current portion		(5,781)			(6,111)
Other long-term liabilities		0			0
Inter-company payables		(333,509)			(294,103)
Accumulated losses in excess of investment in subsidiaries		(38,440)			(31,680)
Total liabilities		(379,166)			(332,715)
Capital:
Retained earnings		(277,015)			(293,941)
Mohegan Tribal Gaming Authority capital		(277,015)			(293,941)
Non-controlling interests		(832)			(231)
Total capital		(277,847)			(294,172)
Total liabilities and capital		$ (657,013)			$ (626,887)

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

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

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

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

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

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

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

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

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014
Current assets:
Cash and cash equivalents	$ 70,160	$ 49,108
Restricted cash	4,786	675
Receivables, net	30,273	30,640
Inventories	15,516	14,544
Other current assets	17,977	16,997
Total current assets	138,712	111,964
Non-current assets:
Property and equipment, net	1,349,997	1,424,068
Goodwill	39,459	39,459
Other intangible assets, net	406,856	405,109
Other assets, net	96,322	75,360
Total assets	2,031,346	2,055,960
Current liabilities:
Current portion of long-term debt	19,366	29,308
Current portion of relinquishment liability	0	25,194
Due to Mohegan Tribe	5,875	2,250
Current portion of capital leases	816	793
Trade payables	14,146	24,086
Construction payables	2,530	5,832
Accrued interest payable	28,718	8,659
Other current liabilities	146,735	127,175
Total current liabilities	218,186	223,297
Non-current liabilities:
Long-term debt, net of current portion	1,635,288	1,675,958
Due to Mohegan Tribe, net of current portion	18,920	23,420
Capital leases, net of current portion	1,730	2,345
Other long-term liabilities	7,166	6,113
Total liabilities	$ 1,881,290	$ 1,931,133
Commitments and Contingencies
Capital:
Retained earnings	$ 150,490	$ 125,058
Mohegan Tribal Gaming Authority capital	150,490	125,058
Non-controlling interests	(434)	(231)
Total capital	150,056	124,827
Total liabilities and capital	$ 2,031,346	$ 2,055,960

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Statement of Cash Flows [Abstract]
(Decrease) increase in construction payables	$ (3,302)	$ (4,645)

XML

COMMITMENTS AND CONTINGENCIES (Details)	3 Months Ended		9 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) gaming_facility slot_machine	Jun. 30, 2014 USD ($)	Sep. 30, 2014 USD ($)
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			11.00%
Slot win contributions	$ 37,000,000	$ 36,600,000	$ 107,800,000	$ 107,600,000
Slot win contributions outstanding	11,700,000		$ 11,700,000		$ 11,600,000
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			$ 10,000,000.0
Escrow deposit for tax payments	1,500,000		1,500,000
Slot machine tax expense recognized	31,100,000	31,400,000	88,700,000	91,800,000
Slot machine tax expense, outstanding	3,300,000		$ 3,300,000		4,600,000
Pennsylvania Slot Machine Tax | Downs Racing, L.P.
Commitments and Contingencies [Line Items]
Number of slot machines at Mohegan Sun at Pocono permitted by license | slot_machine			3,000
Permitted slot machine capacity (in slot machines) | slot_machine			5,000
Pennsylvania Table Game Tax
Commitments and Contingencies [Line Items]
Initial tax rate			12.00%
Additional local tax			2.00%
Table game tax expense recognized	1,800,000	1,600,000	$ 5,200,000	4,600,000
Table game tax expense outstanding	168,000		$ 168,000		156,000
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	1,200,000	1,200,000	$ 3,400,000	3,500,000
Regulatory fee outstanding	147,000		147,000		147,000
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 | gaming_facility			14
Number of authorized gaming facilities that have commenced operations | gaming_facility			12
PGCB loan repayment period			10 years
PGCB loan repayment expense	155,000	159,000	$ 468,000	479,000
Horsemen's Agreement
Commitments and Contingencies [Line Items]
Purses earned by horsemen and other fees outstanding	8,300,000		8,300,000		$ 8,100,000
Priority Distribution Agreement
Commitments and Contingencies [Line Items]
Annual limit of priority distribution payments			40,000,000
Priority distribution payments	$ 10,000,000	$ 4,900,000	$ 21,500,000	$ 14,600,000

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SEGMENT REPORTING (Tables)

9 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Financial information related to segments

	For the Three Months Ended						For the Nine Months Ended
(in thousands)	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Net revenues:
Mohegan Sun	$	246,840		$	248,866		$	732,903		$	734,277
Mohegan Sun Pocono	77,932			77,194			218,456			220,863
Corporate and other	1,540			1,549			4,654			3,780
Inter-segment revenues	(1,273		)	(1,273		)	(3,819		)	(3,078		)
Total	$	325,039		$	326,336		$	952,194		$	955,842
Income (loss) from operations:
Mohegan Sun	$	54,557		$	47,088		$	148,573		$	127,459
Mohegan Sun Pocono	12,842			9,936			31,423			26,555
Corporate and other	(5,900		)	(8,042		)	(19,717		)	(26,676		)
Total	61,499			48,982			160,279			127,338
Accretion of discount to the relinquishment liability	—			(552		)	(227		)	(1,654		)
Interest income	1,906			1,701			5,554			4,947
Interest expense, net of capitalized interest	(35,660		)	(36,426		)	(107,692		)	(111,692		)
Loss on early extinguishment of debt	—			(2		)	—			(62,277		)
Other income (expense), net	(50		)	59			(1,260		)	(819		)
Net income (loss)	27,695			13,762			56,654			(44,157		)
Loss attributable to non-controlling interests	439			130			1,278			421
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	28,134		$	13,892		$	57,932		$	(43,736	)

	For the Nine Months Ended
(in thousands)	June 30, 2015		June 30, 2014
Capital expenditures incurred:
Mohegan Sun	$	6,899	$	15,204
Mohegan Sun Pocono	2,087		2,808
Corporate and other	52		8,972
Total	$	9,038	$	26,984
(in thousands)	June 30, 2015		September 30, 2014
Total assets:
Mohegan Sun	$	1,336,702	$	1,368,352
Mohegan Sun Pocono	554,329		551,655
Corporate and other	140,315		135,953
Total	$	2,031,346	$	2,055,960

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RELINQUISHMENT AGREEMENT (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jan. 01, 2000	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Sep. 30, 2014	Sep. 30, 1998
RELINQUISHMENT AGREEMENT [Abstract]
Term of relinquishment agreement	15 years
Relinquishment liability		$ 0		$ 0		$ 25,200,000	$ 549,100,000
Relinquishment liability reassessment		0	$ 0	243,000	$ 0
Accretion of discount to the relinquishment liability		0	$ 552,000	227,000	1,654,000
Relinquishment Payments [Abstract]
Principal				24,400,000	29,129,000
Accretion of discount				778,000	2,071,000
Total relinquishment payments				25,200,000	$ 31,200,000
Accrued relinquishment payments		$ 0		$ 0		$ 13,200,000

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ORGANIZATION (Details)	1 Months Ended	9 Months Ended
	Oct. 31, 2012	Jun. 30, 2015 a segment member
Entity Information [Line Items]
Number of reportable segments | segment		2
Mohegan Tribe of Indians of Connecticut
Entity Information [Line Items]
Size of tribe reservation (in acres)		544
Mohegan Tribe of Indians of Connecticut | Salishan-Mohegan, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		10.85%
Mohegan Tribal Gaming Authority
Entity Information [Line Items]
Size of gaming and entertainment complex (in acres)		185
Number of members on management board, including tribal council members | member		9
Mohegan Tribal Gaming Authority | Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P.
Entity Information [Line Items]
Membership or limited partnership interest percentage		99.99%
Mohegan Basketball Club, LLC | WNBA, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		4.20%
Mohegan Lacrosse, LLC | New England Black Wolves
Entity Information [Line Items]
Membership or limited partnership interest percentage		50.00%
Mohegan Lacrosse, LLC | New England Black Wolves
Entity Information [Line Items]
Membership or limited partnership interest percentage		50.00%
Mohegan Commercial Ventures-PA, LLC | Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P.
Entity Information [Line Items]
General partnership interest percentage		0.01%
Downs Racing, L.P.
Entity Information [Line Items]
Size of site on which gaming and entertainment complex is located (in acres)		400
Mohegan Ventures-Northwest, LLC | Salishan-Mohegan, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		49.15%
Salishan-Mohegan, LLC | Salishan-Mohegan Two, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Salishan-Mohegan, LLC | Interchange Development Group, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Ventures Wisconsin, LLC | Wisconsin Tribal Gaming, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
MTGA Gaming, LLC | Mohegan Gaming & Hospitality, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Gaming & Hospitality, LLC | Mohegan Resorts, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Resorts, LLC | Mohegan Resorts Mass, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Gaming Advisors | Mohegan New Jersey Entities
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Gaming Advisors | MGA Gaming MA, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Gaming Advisors | MGA Holding MA, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Gaming Advisors | Inspire Integrated Resort Co., Ltd
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
MGA Holding NJ, LLC | Resorts Casino Hotel in Atlantic City, New Jersey
Entity Information [Line Items]
Membership or limited partnership interest percentage	10.00%
MGA Holding MA, LLC | MGA Palmer Partners, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
MGA Palmer Partners, LLC | Mohegan Sun Massachusetts, LLC
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%

XML

ORGANIZATION

9 Months Ended

Jun. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [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 an approximately 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, 2015, the following subsidiaries were wholly-owned by the Authority: Mohegan Basketball Club, LLC (“MBC”), Mohegan Golf, LLC (“Mohegan Golf”), Mohegan Lacrosse, LLC (“Mohegan Lacrosse”), 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 Golf Club in Southeastern Connecticut.

In October 2014, the Authority formed Mohegan Lacrosse as a wholly-owned unrestricted subsidiary. Mohegan Lacrosse holds a 50% membership interest in New England Black Wolves, LLC (“NEBW”), which was formed with an unrelated third-party to own and operate the New England Black Wolves, a professional indoor lacrosse team in the National Lacrosse League.

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 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 Pocono, a gaming and entertainment facility situated on an approximately 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 a subsidiary of the Tribe hold 49.15% and 10.85% membership interests in Salishan-Mohegan, LLC (“Salishan-Mohegan”), respectively. Salishan-Mohegan 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 100% membership interests in Salishan-Mohegan Two, LLC and Interchange Development Group, LLC, both of which were 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”).

MTGA Gaming holds a 100% membership interest in Mohegan Gaming & Hospitality, LLC (“MG&H”), 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.

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

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 ("MGA Holding NJ") 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 acquired a 10% ownership interest in Resorts Casino Hotel in Atlantic City, New Jersey.

Mohegan Gaming Advisors also holds 100% membership interests in MGA Holding MA, LLC (“MGA Holding MA”) and MGA Gaming MA, LLC (“MGA Gaming MA”). MGA Holding MA holds a 100% membership interest in MGA Palmer Partners, LLC (“MGA Palmer Partners”). MGA Palmer Partners holds a 100% membership interest in Mohegan Sun Massachusetts, LLC (together with MGA Holding MA, MGA Gaming MA and MGA Palmer Partners, 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 a 100% membership interest in Inspire Integrated Resort Co., Ltd ("Inspire Integrated Resort"). Inspire Integrated Resort was formed to pursue potential gaming opportunities in South Korea.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Sep. 30, 2014	Sep. 30, 2010
Revenues:
Gaming	$ 284,713		$ 284,801	$ 837,463	$ 837,954
Food and beverage	23,021		23,273	66,811	68,605
Hotel	12,700		12,160	37,199	34,763
Retail, entertainment and other	29,825		31,542	82,231	87,065
Gross revenues	350,259		351,776	1,023,704	1,028,387
Less-Promotional allowances	(25,220)		(25,440)	(71,510)	(72,545)
Net revenues	325,039		326,336	952,194	955,842
Operating costs and expenses:
Gaming	164,229		171,533	485,994	513,574
Food and beverage	10,323		10,359	31,363	31,207
Hotel	3,788		3,950	10,767	11,744
Retail, entertainment and other	12,447		13,318	34,268	37,446
Advertising, general and administrative	46,522		48,929	140,946	143,740
Corporate	7,119		9,259	23,400	29,551
Depreciation and amortization	19,086		20,070	58,703	60,067
(Gain) loss on disposition of assets	26		(64)	845	(12)
Severance	0		0	3,370	0
Pre-opening	0		0	0	1,187
Impairment of Project Horizon	0	$ 2,500	0	2,502	0	$ 5,000	$ 58,100
Relinquishment liability reassessment	0		0	(243)	0
Total operating costs and expenses	263,540		277,354	791,915	828,504
Income from operations	61,499		48,982	160,279	127,338
Other income (expense):
Accretion of discount to the relinquishment liability	0		(552)	(227)	(1,654)
Interest income	1,906		1,701	5,554	4,947
Interest expense, net of capitalized interest	(35,660)		(36,426)	(107,692)	(111,692)
Loss on early extinguishment of debt	0		(2)	0	(62,277)
Other income (expense), net	(50)		59	(1,260)	(819)
Total other expense	(33,804)		(35,220)	(103,625)	(171,495)
Net income (loss)	27,695		13,762	56,654	(44,157)
Loss attributable to non-controlling interests	439		130	1,278	421
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$ 28,134		$ 13,892	$ 57,932	$ (43,736)

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BASIS OF PRESENTATION (Policies)

9 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

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. In addition, certain amounts in the accompanying 2014 supplemental condensed consolidating financial statements have been reclassified to conform to the 2015 presentation.

The gaming market in the Northeastern United States is seasonal in nature, with peak gaming activities often occurring at Mohegan Sun and Mohegan Sun Pocono during the months of May through August. Accordingly, the Authority's operating results for the three months and nine months ended June 30, 2015 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.

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, 2014.

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 and the accounts of NEBW are consolidated into the accounts of Mohegan Lacrosse as Mohegan Ventures-NW and Mohegan Lacrosse are deemed to be the primary beneficiaries. In consolidation, all inter-company balances and transactions were eliminated.

Fair Value of Financial Instruments

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.

New Accounting Standards

New Accounting Standards

In May 2014, the FASB issued an accounting standard update on revenue recognition that will be applied to all contracts with customers. The update requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects what it expects in exchange for the goods or services. It also requires more detailed disclosures to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. This guidance will be required to be applied on a retrospective basis, using one of two methodologies, and was to be effective for annual reporting periods beginning after December 15, 2016, with early application not being permitted. However, in July 2015, the FASB deferred the effective date by one year. This guidance will now be effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods thereafter. Entities are permitted to adopt the guidance as of the original effective date. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations.

In August 2014, the FASB issued an accounting standard update which provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. The update requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date the financial statements are issued. It also requires management to provide certain disclosures if conditions or events raise substantial doubt about the entity's ability to continue as a going concern. This guidance will be required for annual reporting periods ending after December 15, 2016, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations.

In February 2015, the FASB issued an accounting standards update which amends existing requirements applicable to reporting entities that are required to evaluate whether certain legal entities should be consolidated. This guidance will be required to be applied either on a retrospective or modified retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority is currently evaluating the impact that this guidance will have on its financial position and results of operations.

In April 2015, the FASB issued an accounting standard update to clarify the required presentation of debt issuance costs. The update requires that debt issuance costs be presented in the balance sheet as a direct reduction from the carrying amount of the related debt liability rather than as an asset. This guidance will be required to be applied on a retrospective basis and will be effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority plans to adopt this guidance for its annual reporting period ending September 30, 2015 and is currently evaluating the impact on its financial position and results of operations.

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Document and Entity Information - Jun. 30, 2015 - shares	Total
Document and Entity Information [Abstract]
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, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding	0

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BASIS OF PRESENTATION (Tables)

9 Months Ended

Jun. 30, 2015

Accounting Policies [Abstract]

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

The following table presents a reconciliation of long-term receivables, including current portions, and the related reserves for doubtful collection of these long-term receivables (in thousands):

	Long-Term Receivables
	Affiliates		Others			Total
Balance, March 31, 2015 (1)	$	91,567	$	2,590		$	94,157
Additions:
Issuance of affiliate advances and other loans, including interest receivable	3,803		68			3,871
Deductions:
Payments received	—		(40		)	(40		)
Adjustments	—		(779		)	(779		)
Balance, June 30, 2015 (1)	$	95,370	$	1,839		$	97,209
Balance, September 30, 2014 (1)	$	66,596	$	2,612		$	69,208
Additions:
Issuance of affiliate advances and other loans, including interest receivable	8,823		123			8,946
Cowlitz Project land value transfer (2)	19,951		—			19,951
Deductions:
Payments received	—		(117		)	(117		)
Adjustments	—		(779		)	(779		)
Balance, June 30, 2015 (1)	$	95,370	$	1,839		$	97,209

__________

(1) Includes interest receivable of $41.0 million, $39.3 million and $35.7 million as of June 30, 2015, March 31, 2015 and September 30, 2014, respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010.

(2) Relates to the transfer of land for the proposed Cowlitz Project site between Salishan-Mohegan and the Cowlitz Tribe (refer to Note 7).

	Reserves for Doubtful Collection of Long-Term Receivables
	Affiliates		Others			Total
Balance, March 31, 2015	$	28,557	$	821		$	29,378
Additions:
Charges to bad debt expense	923		5			928
Deductions:
Adjustments	—		(781		)	(781		)
Balance, June 30, 2015	$	29,480	$	45		$	29,525
Balance, September 30, 2014	$	26,833	$	796		$	27,629
Additions:
Charges to bad debt expense	2,647		35			2,682
Deductions:
Adjustments	—		(786		)	(786		)
Balance, June 30, 2015	$	29,480	$	45		$	29,525

Estimated fair value of financing facilities and notes

The estimated fair value of the Authority's financing facilities and notes were as follows (in thousands):

	June 30, 2015
	Carrying Value		Fair Value
Senior Secured Credit Facility - Revolving	$	8,000	$	7,910
Senior Secured Credit Facility - Term Loan A	$	113,654	$	113,064
Senior Secured Credit Facility - Term Loan B	$	712,270	$	714,556
2013 9 3/4% Senior Unsecured Notes	$	500,000	$	528,750
2012 11% Senior Subordinated Notes	$	272,233	$	276,222

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total capital at beginning of period	$ 134,861	$ 121,466	$ 124,827	$ 199,385
Contributions from members			1,075
Net income (loss)	27,695	13,762	56,654	(44,157)
Distributions to Mohegan Tribe	(12,500)	(12,500)	(32,500)	(32,500)
Total capital at end of period	150,056	122,728	150,056	122,728
Mohegan Tribal Gaming Authority
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total capital at beginning of period	134,856	121,608	125,058	199,236
Contributions from members			0
Net income (loss)	28,134	13,892	57,932	(43,736)
Distributions to Mohegan Tribe	(12,500)	(12,500)	(32,500)	(32,500)
Total capital at end of period	150,490	123,000	150,490	123,000
Non-controlling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total capital at beginning of period	5	(142)	(231)	149
Contributions from members			1,075
Net income (loss)	(439)	(130)	(1,278)	(421)
Distributions to Mohegan Tribe	0	0	0	0
Total capital at end of period	$ (434)	$ (272)	$ (434)	$ (272)

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RELINQUISHMENT AGREEMENT

9 Months Ended

Jun. 30, 2015

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 Agreement superseded a then-existing management agreement with TCA requiring, 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. 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. The Relinquishment Agreement expired on December 31, 2014. As of June 30, 2015, no amount was outstanding under the Relinquishment Agreement. As of September 30, 2014, the carrying amount of the relinquishment liability was $25.2 million. The decrease in the relinquishment liability during the nine months ended June 30, 2015 was due to $25.2 million in relinquishment payments and a $243,000 relinquishment liability reassessment credit. This reduction in the relinquishment liability was offset by $227,000 representing the accretion of discount to the relinquishment liability.

Relinquishment payments consisted of the following (in millions):

	For the Nine Months Ended
	June 30, 2015		June 30, 2014
Principal	$	24.4	$	29.1
Accretion of discount	0.8		2.1
Total	$	25.2	$	31.2

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, 2015, no relinquishment payment was earned but unpaid. As of September 30, 2014, relinquishment payments earned but unpaid were $13.2 million.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Jun. 30, 2015

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%. The threshold before contribution payments on free promotional slot plays are required is currently 11% of gross revenues from slot machines.

The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling $37.0 million and $36.6 million for the three months ended June 30, 2015 and 2014, respectively, and $107.8 million and $107.6 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $11.7 million and $11.6 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 Pocono. This license permits Downs Racing to install and operate up to 3,000 slot machines at Mohegan Sun Pocono, 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 Pocono 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 $31.1 million and $31.4 million for the three months ended June 30, 2015 and 2014, respectively, and $88.7 million and $91.8 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014, outstanding Pennsylvania Slot Machine Tax payments totaled $3.3 million and $4.6 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. 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”). The Pennsylvania Table Game Tax is currently 12%, plus the 2% local share assessments.

The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.8 million and $1.6 million for the three months ended June 30, 2015 and 2014, respectively, and $5.2 million and $4.6 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014, outstanding Pennsylvania Table Game Tax payments totaled $168,000 and $156,000, respectively.

Pennsylvania Regulatory Fee

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

The Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $1.2 million for each of the three months ended June 30, 2015 and 2014 and $3.4 million and $3.5 million for the nine months ended June 30, 2015 and 2014, respectively. As of June 30, 2015 and September 30, 2014, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $147,000.

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, 2015, 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 $155,000 and $159,000 for the three months ended June 30, 2015 and 2014, respectively, and $468,000 and $479,000 for the nine months ended June 30, 2015 and 2014, 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, 2015. As of June 30, 2015 and September 30, 2014, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $8.3 million and $8.1 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 was amended as of December 31, 2014. As amended, the Priority Distribution Agreement, which has a perpetual term, limits the minimum aggregate priority distribution payments in each calendar year to $40.0 million. 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 $10.0 million and $4.9 million for the three months ended June 30, 2015 and 2014, respectively, and $21.5 million and $14.6 million for the nine months ended June 30, 2015 and 2014, 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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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION (Tables)

9 Months Ended

Jun. 30, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

CONDENSED CONSOLIDATING BALANCE SHEETS

CONDENSED CONSOLIDATING BALANCE SHEETS

	June 30, 2015
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	48,949	$	20,123	$	1,088		$	—		$	70,160
Restricted cash	63		4,316		407			—			4,786
Receivables, net	25,337		4,347		2,025			(1,436		)	30,273
Inventories	14,147		1,369		—			—			15,516
Other current assets	16,580		1,339		58			—			17,977
Total current assets	105,076		31,494		3,578			(1,436		)	138,712
Non-current assets:
Property and equipment, net	1,096,661		214,402		38,934			—			1,349,997
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,309		284,492		2,055			—			406,856
Other assets, net	24,869		4,040		73,387			(5,974		)	96,322
Inter-company receivables	247,979		85,486		44			(333,509		)	—
Investment in subsidiaries	316,094		—		—			(316,094		)	—
Total assets	$	1,910,988	$	659,373	$	117,998		$	(657,013	)	$	2,031,346
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	18,757	$	—	$	609		$	—		$	19,366
Due to Mohegan Tribe	—		—		5,875			—			5,875
Current portion of capital leases	816		47		—			(47		)	816
Trade payables	12,311		1,787		48			—			14,146
Construction payables	2,170		260		100			—			2,530
Accrued interest payable	25,347		—		3,371			—			28,718
Other current liabilities	107,025		37,875		3,224			(1,389		)	146,735
Total current liabilities	166,426		39,969		13,227			(1,436		)	218,186
Non-current liabilities:
Long-term debt, net of current portion	1,589,963		—		45,325			—			1,635,288
Due to Mohegan Tribe, net of current portion	—		—		18,920			—			18,920
Capital leases, net of current portion	1,730		5,781		—			(5,781		)	1,730
Other long-term liabilities	2,063		—		5,103			—			7,166
Inter-company payables	—		241,094		92,415			(333,509		)	—
Accumulated losses in excess of investment in subsidiaries	—		38,440		—			(38,440		)	—
Total liabilities	1,760,182		325,284		174,990			(379,166		)	1,881,290
Capital:
Retained earnings	150,806		334,089		(57,390		)	(277,015		)	150,490
Mohegan Tribal Gaming Authority capital	150,806		334,089		(57,390		)	(277,015		)	150,490
Non-controlling interests	—		—		398			(832		)	(434		)
Total capital	150,806		334,089		(56,992		)	(277,847		)	150,056
Total liabilities and capital	$	1,910,988	$	659,373	$	117,998		$	(657,013	)	$	2,031,346

___________

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

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

	September 30, 2014
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	33,939	$	14,767	$	402		$	—		$	49,108
Restricted cash	47		628		—			—			675
Receivables, net	27,537		2,637		1,287			(821		)	30,640
Inventories	13,339		1,205		—			—			14,544
Other current assets	15,559		1,182		256			—			16,997
Total current assets	90,421		20,419		1,945			(821		)	111,964
Non-current assets:
Property and equipment, net	1,142,363		222,425		59,280			—			1,424,068
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,395		284,714		—			—			405,109
Other assets, net	28,625		3,970		49,077			(6,312		)	75,360
Inter-company receivables	228,122		65,981		—			(294,103		)	—
Investment in subsidiaries	325,651		—		—			(325,651		)	—
Total assets	$	1,935,577	$	636,968	$	110,302		$	(626,887	)	$	2,055,960
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	28,893	$	—	$	415		$	—		$	29,308
Current portion of relinquishment liability	25,194		—		—			—			25,194
Due to Mohegan Tribe	—		—		2,250			—			2,250
Current portion of capital leases	793		58		—			(58		)	793
Trade payables	18,893		5,181		12			—			24,086
Construction payables	4,411		794		627			—			5,832
Accrued interest payable	5,725		—		2,934			—			8,659
Other current liabilities	90,684		29,504		7,750			(763		)	127,175
Total current liabilities	174,593		35,537		13,988			(821		)	223,297
Non-current liabilities:
Long-term debt, net of current portion	1,630,958		—		45,000			—			1,675,958
Due to Mohegan Tribe, net of current portion	—		—		23,420			—			23,420
Capital leases, net of current portion	2,345		6,111		—			(6,111		)	2,345
Other long-term liabilities	2,307		—		3,806			—			6,113
Inter-company payables	—		225,269		68,834			(294,103		)	—
Accumulated losses in excess of investment in subsidiaries	—		31,680		—			(31,680		)	—
Total liabilities	1,810,203		298,597		155,048			(332,715		)	1,931,133
Capital:
Retained earnings	125,374		338,371		(44,746		)	(293,941		)	125,058
Mohegan Tribal Gaming Authority capital	125,374		338,371		(44,746		)	(293,941		)	125,058
Non-controlling interests	—		—		—			(231		)	(231		)
Total capital	125,374		338,371		(44,746		)	(294,172		)	124,827
Total liabilities and capital	$	1,935,577	$	636,968	$	110,302		$	(626,887	)	$	2,055,960

___________

(1)   Includes the Pocono 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 (LOSS)

	For the Three Months Ended June 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	213,199		$	71,514		$	—		$	—		$	284,713
Food and beverage	15,378			7,615			28			—			23,021
Hotel	11,222			1,478			—			—			12,700
Retail, entertainment and other	24,556			4,716			1,826			(1,273		)	29,825
Gross revenues	264,355			85,323			1,854			(1,273		)	350,259
Less-Promotional allowances	(19,386		)	(5,095		)	(6		)	(733		)	(25,220		)
Net revenues	244,969			80,228			1,848			(2,006		)	325,039
Operating costs and expenses:
Gaming	113,712			50,517			—			—			164,229
Food and beverage	7,981			2,342			—			—			10,323
Hotel	3,517			1,484			—			(1,213		)	3,788
Retail, entertainment and other	10,475			2,027			678			(733		)	12,447
Advertising, general and administrative	37,970			8,809			3,653			(3,910		)	46,522
Corporate	3,269			—			—			3,850			7,119
Depreciation and amortization	15,496			3,306			284			—			19,086
Loss on disposition of assets	26			—			—			—			26
Total operating costs and expenses	192,446			68,485			4,615			(2,006		)	263,540
Income (loss) from operations	52,523			11,743			(2,767		)	—			61,499
Other income (expense):
Interest income	10			1,663			1,961			(1,728		)	1,906
Interest expense, net of capitalized interest	(23,563		)	(9,956		)	(3,869		)	1,728			(35,660		)
Loss on interests in subsidiaries	(832		)	(1,819		)	—			2,651			—
Other expense, net	(4		)	—			(46		)	—			(50		)
Total other expense	(24,389		)	(10,112		)	(1,954		)	2,651			(33,804		)
Net income (loss)	28,134			1,631			(4,721		)	2,651			27,695
Loss attributable to non-controlling interests	—			—			217			222			439
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	28,134		$	1,631		$	(4,504	)	$	2,873		$	28,134

___________

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

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

	For the Three Months Ended June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	213,600		$	71,201		$	—		$	—		$	284,801
Food and beverage	15,512			7,761			—			—			23,273
Hotel	10,855			1,305			—			—			12,160
Retail, entertainment and other	24,888			6,359			1,568			(1,273		)	31,542
Gross revenues	264,855			86,626			1,568			(1,273		)	351,776
Less-Promotional allowances	(18,959		)	(5,500		)	(6		)	(975		)	(25,440		)
Net revenues	245,896			81,126			1,562			(2,248		)	326,336
Operating costs and expenses:
Gaming	120,236			51,297			—			—			171,533
Food and beverage	7,921			2,438			—			—			10,359
Hotel	3,809			1,354			—			(1,213		)	3,950
Retail, entertainment and other	11,961			2,309			—			(952		)	13,318
Advertising, general and administrative	39,261			9,709			5,703			(5,744		)	48,929
Corporate	3,598			—			—			5,661			9,259
Depreciation and amortization	16,397			3,420			253						20,070
(Gain) loss on disposition of assets	(66		)	2			—						(64		)
Total operating costs and expenses	203,117			70,529			5,956			(2,248		)	277,354
Income (loss) from operations	42,779			10,597			(4,394		)	—			48,982
Other income (expense):
Accretion of discount to the relinquishment liability	(552		)	—			—			—			(552		)
Interest income	20			1,300			1,763			(1,382		)	1,701
Interest expense, net of capitalized interest	(23,953		)	(10,392		)	(3,463		)	1,382			(36,426		)
Loss on early extinguishment of debt	(2		)	—			—			—			(2		)
Loss on interests in subsidiaries	(4,426		)	(5,022		)	—			9,448			—
Other income, net	26			—			33			—			59
Total other expense	(28,887		)	(14,114		)	(1,667		)	9,448			(35,220		)
Net income (loss)	13,892			(3,517		)	(6,061		)	9,448			13,762
Loss attributable to non-controlling interests	—			—			—			130			130
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	13,892		$	(3,517	)	$	(6,061	)	$	9,578		$	13,892

___________

(1) Includes the Pocono 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, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	635,777		$	201,686		$	—		$	—		$	837,463
Food and beverage	45,708			20,983			120			—			66,811
Hotel	33,141			4,058			—			—			37,199
Retail, entertainment and other	71,169			9,167			5,714			(3,819		)	82,231
Gross revenues	785,795			235,894			5,834			(3,819		)	1,023,704
Less-Promotional allowances	(55,536		)	(14,892		)	(9		)	(1,073		)	(71,510		)
Net revenues	730,259			221,002			5,825			(4,892		)	952,194
Operating costs and expenses:
Gaming	341,772			144,222			—			—			485,994
Food and beverage	25,191			6,172			—			—			31,363
Hotel	10,248			4,158			—			(3,639		)	10,767
Retail, entertainment and other	29,322			3,653			2,366			(1,073		)	34,268
Advertising, general and administrative	116,711			24,698			10,646			(11,109		)	140,946
Corporate	12,471			—			—			10,929			23,400
Depreciation and amortization	47,739			10,113			851			—			58,703
Loss on disposition of assets	843			2			—			—			845
Severance	3,244			126			—			—			3,370
Impairment of Project Horizon	2,502			—			—			—			2,502
Relinquishment liability reassessment	(243		)	—			—			—			(243		)
Total operating costs and expenses	589,800			193,144			13,863			(4,892		)	791,915
Income (loss) from operations	140,459			27,858			(8,038		)	—			160,279
Other income (expense):
Accretion of discount to the relinquishment liability	(227		)	—			—			—			(227		)
Interest income	32			4,636			5,813			(4,927		)	5,554
Interest expense, net of capitalized interest	(71,260		)	(30,055		)	(11,304		)	4,927			(107,692		)
Loss on interests in subsidiaries	(11,079		)	(6,760		)	—			17,839			—
Other income (expense), net	7			—			(1,267		)	—			(1,260		)
Total other expense	(82,527		)	(32,179		)	(6,758		)	17,839			(103,625		)
Net income (loss)	57,932			(4,321		)	(14,796		)	17,839			56,654
Loss attributable to non-controlling interests	—			—			677			601			1,278
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	57,932		$	(4,321	)	$	(14,119	)	$	18,440		$	57,932

___________

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

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

	For the Nine Months Ended June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	632,604		$	205,350		$	—		$	—		$	837,954
Food and beverage	46,881			21,724			—			—			68,605
Hotel	31,870			2,893			—			—			34,763
Retail, entertainment and other	75,835			10,484			3,824			(3,078		)	87,065
Gross revenues	787,190			240,451			3,824			(3,078		)	1,028,387
Less-Promotional allowances	(56,186		)	(15,367		)	(15		)	(977		)	(72,545		)
Net revenues	731,004			225,084			3,809			(4,055		)	955,842
Operating costs and expenses:
Gaming	364,858			148,716			—			—			513,574
Food and beverage	24,660			6,547			—			—			31,207
Hotel	11,435			3,207			—			(2,898		)	11,744
Retail, entertainment and other	34,149			4,251			—			(954		)	37,446
Advertising, general and administrative	117,579			26,240			19,604			(19,683		)	143,740
Corporate	10,071			—			—			19,480			29,551
Depreciation and amortization	49,091			10,318			658			—			60,067
(Gain) loss on disposition of assets	(15		)	3			—			—			(12		)
Pre-opening	—			1,187			—			—			1,187
Total operating costs and expenses	611,828			200,469			20,262			(4,055		)	828,504
Income (loss) from operations	119,176			24,615			(16,453		)	—			127,338
Other income (expense):
Accretion of discount to the relinquishment liability	(1,654		)	—			—			—			(1,654		)
Interest income	65			3,397			5,100			(3,615		)	4,947
Interest expense, net of capitalized interest	(73,242		)	(32,597		)	(9,468		)	3,615			(111,692		)
Loss on early extinguishment of debt	(62,277		)	—			—			—			(62,277		)
Loss on interests in subsidiaries	(25,945		)	(17,439		)	—			43,384			—
Other income (expense), net	141			—			(960		)	—			(819		)
Total other expense	(162,912		)	(46,639		)	(5,328		)	43,384			(171,495		)
Net income (loss)	(43,736		)	(22,024		)	(21,781		)	43,384			(44,157		)
Loss attributable to non-controlling interests	—			—			—			421			421
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	(43,736	)	$	(22,024	)	$	(21,781	)	$	43,805		$	(43,736	)

___________

(1) Includes the Pocono 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 CASH FLOWS

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	For the Nine Months Ended June 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/   Eliminating   Adjustments			Consolidated
Cash flows provided by (used in) operating activities:
Net income (loss)	$	57,932		$	(4,321	)	$	(14,796	)	$	17,839		$	56,654
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	47,739			10,113			851			—			58,703
Relinquishment liability reassessment	(243		)	—			—			—			(243		)
Accretion of discount to the relinquishment liability	227			—			—			—			227
Cash paid for accretion of discount to the relinquishment liability	(778		)	—			—			—			(778		)
Amortization of debt issuance costs and accretion of bond discounts	5,518			—			239			—			5,757
Provision for losses on receivables	447			270			2,682			—			3,399
Impairment of Project Horizon	2,502			—			—			—			2,502
Loss on disposition of assets	843			2			—			—			845
Loss from unconsolidated affiliates	38			—			1,264			—			1,302
Inter-company transactions	(18,858		)	31,889			4,800			(17,831		)	—
Changes in operating assets and liabilities:
(Increase) decrease in receivables	1,856			(1,980		)	(810		)	652			(282		)
Increase in inventories	(808		)	(164		)	—			—			(972		)
Increase in other assets	(876		)	(237		)	(5,170		)	(34		)	(6,317		)
Increase (decrease) in trade payables	(6,448		)	(3,394		)	39			—			(9,803		)
Increase in accrued interest	19,622			—			437			—			20,059
Increase (decrease) in other liabilities	13,501			5,399			(4,844		)	(626		)	13,430
Net cash flows provided by (used in) operating activities	122,214			37,577			(15,308		)	—			144,483
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(8,799		)	(2,698		)	(584		)	—			(12,081		)
Issuance of third-party loans and advances	—			—			(2,201		)	—			(2,201		)
Payments received on third-party loans	117			—			—			—			117
Increase in restricted cash, net	(27		)	(716		)	(39		)	—			(782		)
Proceeds from asset sales	1,577			—			—			—			1,577
Investments in the New England Black Wolves	—			—			(500		)	—			(500		)
Inter-company transactions	8,558			(14,915		)	37			6,320			—
Net cash flows provided by (used in) investing activities	1,426			(18,329		)	(3,287		)	6,320			(13,870		)
Cash flows provided by (used in) financing activities:
Senior Secured Credit Facility borrowings - Revolving	299,000			—			—			—			299,000
Senior Secured Credit Facility repayments - Revolving	(328,000		)	—			—			—			(328,000		)
Senior Secured Credit Facility repayments - Term Loan A	(5,469		)	—			—			—			(5,469		)
Senior Secured Credit Facility repayments - Term Loan B	(3,650		)	—			—			—			(3,650		)
Line of Credit borrowings	332,124			—			—			—			332,124
Line of Credit repayments	(335,165		)	—			—			—			(335,165		)
Repayments to Mohegan Tribe	—			—			(875		)	—			(875		)
Repayments of other long-term debt	(9,844		)	—			(56		)	—			(9,900		)
Principal portion of relinquishment liability payments	(24,400		)	—			—			—			(24,400		)
Distributions to Mohegan Tribe	(32,500		)	—			—			—			(32,500		)
Payments on capital lease obligations	(726		)	(37		)	—			37			(726		)
Inter-company transactions	—			(13,855		)	20,212			(6,357		)	—
Net cash flows provided by (used in) financing activities	(108,630		)	(13,892		)	19,281			(6,320		)	(109,561		)
Net increase in cash and cash equivalents	15,010			5,356			686			—			21,052

Cash and cash equivalents at beginning of period	33,939		14,767		402		—		49,108
Cash and cash equivalents at end of period	$	48,949	$	20,123	$	1,088	$	—	$	70,160

___________

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

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

	For the Nine Months Ended June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/   Eliminating   Adjustments			Consolidated
Cash flows provided by (used in) operating activities:
Net loss	$	(43,736	)	$	(22,024	)	$	(21,781	)	$	43,384		$	(44,157	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization	49,091			10,318			658			—			60,067
Accretion of discount to the relinquishment liability	1,654			—			—			—			1,654
Cash paid for accretion of discount to the relinquishment liability	(2,071		)	—			—			—			(2,071		)
Loss on early extinguishment of debt	58,481			—			—			—			58,481
Payments of tender offer costs and discounts	(48,155		)	—			—			—			(48,155		)
Amortization of debt issuance costs and accretion of bond discounts	5,925			—			239			—			6,164
Provision for losses on receivables	877			183			1,893			—			2,953
(Gain) loss on disposition of assets	(15		)	3			—			—			(12		)
(Gain) loss from unconsolidated affiliates	(154		)	—			948			—			794
Inter-company transactions	(6,466		)	46,421			3,423			(43,378		)	—
Changes in operating assets and liabilities:
Increase in receivables	(3,409		)	(1,849		)	(688		)	557			(5,389		)
Increase in inventories	(1,342		)	(371		)	—			—			(1,713		)
(Increase) decrease in other assets	992			(229		)	(5,387		)	(36		)	(4,660		)
Increase in trade payables	6,288			1,382			1			—			7,671
Increase (decrease) in accrued interest	9,114			—			(1,405		)	—			7,709
Increase in other liabilities	1,231			2,562			5,749			(555		)	8,987
Net cash flows provided by (used in) operating activities	28,305			36,396			(16,350		)	(28		)	48,323
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(14,680		)	(3,382		)	(10,839		)	—			(28,901		)
Issuance of third-party loans and advances	—			—			(1,392		)	—			(1,392		)
Payments received on third-party loans	606			—			—			—			606
Decrease in restricted cash, net	44			2,063			12,043			—			14,150
Proceeds from asset sales	105			—			—			—			105
Investments in unconsolidated affiliates	—			—			(29		)	—			(29		)
Inter-company transactions	19,812			(21,079		)	—			1,267			—
Net cash flows provided by (used in) investing activities	5,887			(22,398		)	(217		)	1,267			(15,461		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility repayments - Term	(393,000		)	—			—			—			(393,000		)
Prior Term Loan Facility repayments, net of discount	(222,103		)	—			—			—			(222,103		)
Senior Secured Credit Facility borrowings - Revolving	193,000			—			—			—			193,000
Senior Secured Credit Facility repayments - Revolving	(173,000		)	—			—			—			(173,000		)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount	124,343			—			—			—			124,343
Senior Secured Credit Facility repayments - Term Loan A	(1,563		)	—			—			—			(1,563		)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	720,952			—			—			—			720,952
Senior Secured Credit Facility repayments - Term Loan B	(3,650		)	—			—			—			(3,650		)

Line of Credit borrowings	258,415			—			—			—			258,415
Line of Credit repayments	(258,415		)	—			—			—			(258,415		)
Repayments to Mohegan Tribe	—			—			(2,750		)	—			(2,750		)
Repayments of other long-term debt	(191,049		)	—			(39		)	—			(191,088		)
Principal portion of relinquishment liability payments	(29,129		)	—			—			—			(29,129		)
Distributions to Mohegan Tribe	(32,500		)	—			—			—			(32,500		)
Payments of financing fees	(12,631		)	—			—			—			(12,631		)
Payments on capital lease obligations	(1,709		)	(28		)	—			28			(1,709		)
Inter-company transactions	—			(20,728		)	21,995			(1,267		)	—
Net cash flows provided by (used in) financing activities	(22,039		)	(20,756		)	19,206			(1,239		)	(24,828		)
Net increase (decrease) in cash and cash equivalents	12,153			(6,758		)	2,639			—			8,034
Cash and cash equivalents at beginning of period	44,060			18,655			909			—			63,624
Cash and cash equivalents at end of period	$	56,213		$	11,897		$	3,548		$	—		$	71,658

___________

(1) Includes the Pocono 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.

XML

LONG-TERM DEBT (Tables)

9 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Long-term debt

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

	June 30, 2015			September 30, 2014
Senior Secured Credit Facility - Revolving, due June 2018	$	8,000		$	37,000
Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount of $408 and $523, respectively	113,654			119,789
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount of $6,780 and $8,337, respectively	712,270			716,188
2013 9 3/4% Senior Unsecured Notes, due September 2021	500,000			500,000
2005 6 7/8% Senior Subordinated Notes, due February 2015	—			9,654
2012 11 % Senior Subordinated Notes, due September 2018, net of discount of $2,957 and $3,506, respectively	272,233			271,684
Line of Credit	—			3,041
2009 Mohegan Tribe Promissory Note, due September 2015	875			1,750
2012 Mohegan Tribe Minor's Trust Promissory Note, due March 2017	16,500			16,500
2013 Mohegan Tribe Promissory Note, due December 2018	7,420			7,420
Downs Lodging Credit Facility, due July 2016	45,000			45,000
Other	3,497			2,910
Long-term debt, excluding capital leases	1,679,449			1,730,936
Less: current portion of long-term debt	(25,241		)	(31,558		)
Long-term debt, net of current portion	$	1,654,208		$	1,699,378

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION

9 Months Ended

Jun. 30, 2015

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, 2015, 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 Subsidiaries, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and MTGA Gaming. Separate financial statements and other disclosures concerning the Pocono 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 8 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, 2015 and September 30, 2014 and for the three months and nine months ended June 30, 2015 and 2014 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

	June 30, 2015
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	48,949	$	20,123	$	1,088		$	—		$	70,160
Restricted cash	63		4,316		407			—			4,786
Receivables, net	25,337		4,347		2,025			(1,436		)	30,273
Inventories	14,147		1,369		—			—			15,516
Other current assets	16,580		1,339		58			—			17,977
Total current assets	105,076		31,494		3,578			(1,436		)	138,712
Non-current assets:
Property and equipment, net	1,096,661		214,402		38,934			—			1,349,997
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,309		284,492		2,055			—			406,856
Other assets, net	24,869		4,040		73,387			(5,974		)	96,322
Inter-company receivables	247,979		85,486		44			(333,509		)	—
Investment in subsidiaries	316,094		—		—			(316,094		)	—
Total assets	$	1,910,988	$	659,373	$	117,998		$	(657,013	)	$	2,031,346
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	18,757	$	—	$	609		$	—		$	19,366
Due to Mohegan Tribe	—		—		5,875			—			5,875
Current portion of capital leases	816		47		—			(47		)	816
Trade payables	12,311		1,787		48			—			14,146
Construction payables	2,170		260		100			—			2,530
Accrued interest payable	25,347		—		3,371			—			28,718
Other current liabilities	107,025		37,875		3,224			(1,389		)	146,735
Total current liabilities	166,426		39,969		13,227			(1,436		)	218,186
Non-current liabilities:
Long-term debt, net of current portion	1,589,963		—		45,325			—			1,635,288
Due to Mohegan Tribe, net of current portion	—		—		18,920			—			18,920
Capital leases, net of current portion	1,730		5,781		—			(5,781		)	1,730
Other long-term liabilities	2,063		—		5,103			—			7,166
Inter-company payables	—		241,094		92,415			(333,509		)	—
Accumulated losses in excess of investment in subsidiaries	—		38,440		—			(38,440		)	—
Total liabilities	1,760,182		325,284		174,990			(379,166		)	1,881,290
Capital:
Retained earnings	150,806		334,089		(57,390		)	(277,015		)	150,490
Mohegan Tribal Gaming Authority capital	150,806		334,089		(57,390		)	(277,015		)	150,490
Non-controlling interests	—		—		398			(832		)	(434		)
Total capital	150,806		334,089		(56,992		)	(277,847		)	150,056
Total liabilities and capital	$	1,910,988	$	659,373	$	117,998		$	(657,013	)	$	2,031,346

___________

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

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

	September 30, 2014
	Authority		Total Guarantor Subsidiaries (1)		Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	33,939	$	14,767	$	402		$	—		$	49,108
Restricted cash	47		628		—			—			675
Receivables, net	27,537		2,637		1,287			(821		)	30,640
Inventories	13,339		1,205		—			—			14,544
Other current assets	15,559		1,182		256			—			16,997
Total current assets	90,421		20,419		1,945			(821		)	111,964
Non-current assets:
Property and equipment, net	1,142,363		222,425		59,280			—			1,424,068
Goodwill	—		39,459		—			—			39,459
Other intangible assets, net	120,395		284,714		—			—			405,109
Other assets, net	28,625		3,970		49,077			(6,312		)	75,360
Inter-company receivables	228,122		65,981		—			(294,103		)	—
Investment in subsidiaries	325,651		—		—			(325,651		)	—
Total assets	$	1,935,577	$	636,968	$	110,302		$	(626,887	)	$	2,055,960
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	28,893	$	—	$	415		$	—		$	29,308
Current portion of relinquishment liability	25,194		—		—			—			25,194
Due to Mohegan Tribe	—		—		2,250			—			2,250
Current portion of capital leases	793		58		—			(58		)	793
Trade payables	18,893		5,181		12			—			24,086
Construction payables	4,411		794		627			—			5,832
Accrued interest payable	5,725		—		2,934			—			8,659
Other current liabilities	90,684		29,504		7,750			(763		)	127,175
Total current liabilities	174,593		35,537		13,988			(821		)	223,297
Non-current liabilities:
Long-term debt, net of current portion	1,630,958		—		45,000			—			1,675,958
Due to Mohegan Tribe, net of current portion	—		—		23,420			—			23,420
Capital leases, net of current portion	2,345		6,111		—			(6,111		)	2,345
Other long-term liabilities	2,307		—		3,806			—			6,113
Inter-company payables	—		225,269		68,834			(294,103		)	—
Accumulated losses in excess of investment in subsidiaries	—		31,680		—			(31,680		)	—
Total liabilities	1,810,203		298,597		155,048			(332,715		)	1,931,133
Capital:
Retained earnings	125,374		338,371		(44,746		)	(293,941		)	125,058
Mohegan Tribal Gaming Authority capital	125,374		338,371		(44,746		)	(293,941		)	125,058
Non-controlling interests	—		—		—			(231		)	(231		)
Total capital	125,374		338,371		(44,746		)	(294,172		)	124,827
Total liabilities and capital	$	1,935,577	$	636,968	$	110,302		$	(626,887	)	$	2,055,960

___________

(1)   Includes the Pocono 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 (LOSS)

	For the Three Months Ended June 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	213,199		$	71,514		$	—		$	—		$	284,713
Food and beverage	15,378			7,615			28			—			23,021
Hotel	11,222			1,478			—			—			12,700
Retail, entertainment and other	24,556			4,716			1,826			(1,273		)	29,825
Gross revenues	264,355			85,323			1,854			(1,273		)	350,259
Less-Promotional allowances	(19,386		)	(5,095		)	(6		)	(733		)	(25,220		)
Net revenues	244,969			80,228			1,848			(2,006		)	325,039
Operating costs and expenses:
Gaming	113,712			50,517			—			—			164,229
Food and beverage	7,981			2,342			—			—			10,323
Hotel	3,517			1,484			—			(1,213		)	3,788
Retail, entertainment and other	10,475			2,027			678			(733		)	12,447
Advertising, general and administrative	37,970			8,809			3,653			(3,910		)	46,522
Corporate	3,269			—			—			3,850			7,119
Depreciation and amortization	15,496			3,306			284			—			19,086
Loss on disposition of assets	26			—			—			—			26
Total operating costs and expenses	192,446			68,485			4,615			(2,006		)	263,540
Income (loss) from operations	52,523			11,743			(2,767		)	—			61,499
Other income (expense):
Interest income	10			1,663			1,961			(1,728		)	1,906
Interest expense, net of capitalized interest	(23,563		)	(9,956		)	(3,869		)	1,728			(35,660		)
Loss on interests in subsidiaries	(832		)	(1,819		)	—			2,651			—
Other expense, net	(4		)	—			(46		)	—			(50		)
Total other expense	(24,389		)	(10,112		)	(1,954		)	2,651			(33,804		)
Net income (loss)	28,134			1,631			(4,721		)	2,651			27,695
Loss attributable to non-controlling interests	—			—			217			222			439
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	28,134		$	1,631		$	(4,504	)	$	2,873		$	28,134

___________

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

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

	For the Three Months Ended June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	213,600		$	71,201		$	—		$	—		$	284,801
Food and beverage	15,512			7,761			—			—			23,273
Hotel	10,855			1,305			—			—			12,160
Retail, entertainment and other	24,888			6,359			1,568			(1,273		)	31,542
Gross revenues	264,855			86,626			1,568			(1,273		)	351,776
Less-Promotional allowances	(18,959		)	(5,500		)	(6		)	(975		)	(25,440		)
Net revenues	245,896			81,126			1,562			(2,248		)	326,336
Operating costs and expenses:
Gaming	120,236			51,297			—			—			171,533
Food and beverage	7,921			2,438			—			—			10,359
Hotel	3,809			1,354			—			(1,213		)	3,950
Retail, entertainment and other	11,961			2,309			—			(952		)	13,318
Advertising, general and administrative	39,261			9,709			5,703			(5,744		)	48,929
Corporate	3,598			—			—			5,661			9,259
Depreciation and amortization	16,397			3,420			253						20,070
(Gain) loss on disposition of assets	(66		)	2			—						(64		)
Total operating costs and expenses	203,117			70,529			5,956			(2,248		)	277,354
Income (loss) from operations	42,779			10,597			(4,394		)	—			48,982
Other income (expense):
Accretion of discount to the relinquishment liability	(552		)	—			—			—			(552		)
Interest income	20			1,300			1,763			(1,382		)	1,701
Interest expense, net of capitalized interest	(23,953		)	(10,392		)	(3,463		)	1,382			(36,426		)
Loss on early extinguishment of debt	(2		)	—			—			—			(2		)
Loss on interests in subsidiaries	(4,426		)	(5,022		)	—			9,448			—
Other income, net	26			—			33			—			59
Total other expense	(28,887		)	(14,114		)	(1,667		)	9,448			(35,220		)
Net income (loss)	13,892			(3,517		)	(6,061		)	9,448			13,762
Loss attributable to non-controlling interests	—			—			—			130			130
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	13,892		$	(3,517	)	$	(6,061	)	$	9,578		$	13,892

___________

(1) Includes the Pocono 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, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	635,777		$	201,686		$	—		$	—		$	837,463
Food and beverage	45,708			20,983			120			—			66,811
Hotel	33,141			4,058			—			—			37,199
Retail, entertainment and other	71,169			9,167			5,714			(3,819		)	82,231
Gross revenues	785,795			235,894			5,834			(3,819		)	1,023,704
Less-Promotional allowances	(55,536		)	(14,892		)	(9		)	(1,073		)	(71,510		)
Net revenues	730,259			221,002			5,825			(4,892		)	952,194
Operating costs and expenses:
Gaming	341,772			144,222			—			—			485,994
Food and beverage	25,191			6,172			—			—			31,363
Hotel	10,248			4,158			—			(3,639		)	10,767
Retail, entertainment and other	29,322			3,653			2,366			(1,073		)	34,268
Advertising, general and administrative	116,711			24,698			10,646			(11,109		)	140,946
Corporate	12,471			—			—			10,929			23,400
Depreciation and amortization	47,739			10,113			851			—			58,703
Loss on disposition of assets	843			2			—			—			845
Severance	3,244			126			—			—			3,370
Impairment of Project Horizon	2,502			—			—			—			2,502
Relinquishment liability reassessment	(243		)	—			—			—			(243		)
Total operating costs and expenses	589,800			193,144			13,863			(4,892		)	791,915
Income (loss) from operations	140,459			27,858			(8,038		)	—			160,279
Other income (expense):
Accretion of discount to the relinquishment liability	(227		)	—			—			—			(227		)
Interest income	32			4,636			5,813			(4,927		)	5,554
Interest expense, net of capitalized interest	(71,260		)	(30,055		)	(11,304		)	4,927			(107,692		)
Loss on interests in subsidiaries	(11,079		)	(6,760		)	—			17,839			—
Other income (expense), net	7			—			(1,267		)	—			(1,260		)
Total other expense	(82,527		)	(32,179		)	(6,758		)	17,839			(103,625		)
Net income (loss)	57,932			(4,321		)	(14,796		)	17,839			56,654
Loss attributable to non-controlling interests	—			—			677			601			1,278
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	57,932		$	(4,321	)	$	(14,119	)	$	18,440		$	57,932

___________

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

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

	For the Nine Months Ended June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	632,604		$	205,350		$	—		$	—		$	837,954
Food and beverage	46,881			21,724			—			—			68,605
Hotel	31,870			2,893			—			—			34,763
Retail, entertainment and other	75,835			10,484			3,824			(3,078		)	87,065
Gross revenues	787,190			240,451			3,824			(3,078		)	1,028,387
Less-Promotional allowances	(56,186		)	(15,367		)	(15		)	(977		)	(72,545		)
Net revenues	731,004			225,084			3,809			(4,055		)	955,842
Operating costs and expenses:
Gaming	364,858			148,716			—			—			513,574
Food and beverage	24,660			6,547			—			—			31,207
Hotel	11,435			3,207			—			(2,898		)	11,744
Retail, entertainment and other	34,149			4,251			—			(954		)	37,446
Advertising, general and administrative	117,579			26,240			19,604			(19,683		)	143,740
Corporate	10,071			—			—			19,480			29,551
Depreciation and amortization	49,091			10,318			658			—			60,067
(Gain) loss on disposition of assets	(15		)	3			—			—			(12		)
Pre-opening	—			1,187			—			—			1,187
Total operating costs and expenses	611,828			200,469			20,262			(4,055		)	828,504
Income (loss) from operations	119,176			24,615			(16,453		)	—			127,338
Other income (expense):
Accretion of discount to the relinquishment liability	(1,654		)	—			—			—			(1,654		)
Interest income	65			3,397			5,100			(3,615		)	4,947
Interest expense, net of capitalized interest	(73,242		)	(32,597		)	(9,468		)	3,615			(111,692		)
Loss on early extinguishment of debt	(62,277		)	—			—			—			(62,277		)
Loss on interests in subsidiaries	(25,945		)	(17,439		)	—			43,384			—
Other income (expense), net	141			—			(960		)	—			(819		)
Total other expense	(162,912		)	(46,639		)	(5,328		)	43,384			(171,495		)
Net income (loss)	(43,736		)	(22,024		)	(21,781		)	43,384			(44,157		)
Loss attributable to non-controlling interests	—			—			—			421			421
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	(43,736	)	$	(22,024	)	$	(21,781	)	$	43,805		$	(43,736	)

___________

(1) Includes the Pocono 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 CASH FLOWS

	For the Nine Months Ended June 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/   Eliminating   Adjustments			Consolidated
Cash flows provided by (used in) operating activities:
Net income (loss)	$	57,932		$	(4,321	)	$	(14,796	)	$	17,839		$	56,654
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	47,739			10,113			851			—			58,703
Relinquishment liability reassessment	(243		)	—			—			—			(243		)
Accretion of discount to the relinquishment liability	227			—			—			—			227
Cash paid for accretion of discount to the relinquishment liability	(778		)	—			—			—			(778		)
Amortization of debt issuance costs and accretion of bond discounts	5,518			—			239			—			5,757
Provision for losses on receivables	447			270			2,682			—			3,399
Impairment of Project Horizon	2,502			—			—			—			2,502
Loss on disposition of assets	843			2			—			—			845
Loss from unconsolidated affiliates	38			—			1,264			—			1,302
Inter-company transactions	(18,858		)	31,889			4,800			(17,831		)	—
Changes in operating assets and liabilities:
(Increase) decrease in receivables	1,856			(1,980		)	(810		)	652			(282		)
Increase in inventories	(808		)	(164		)	—			—			(972		)
Increase in other assets	(876		)	(237		)	(5,170		)	(34		)	(6,317		)
Increase (decrease) in trade payables	(6,448		)	(3,394		)	39			—			(9,803		)
Increase in accrued interest	19,622			—			437			—			20,059
Increase (decrease) in other liabilities	13,501			5,399			(4,844		)	(626		)	13,430
Net cash flows provided by (used in) operating activities	122,214			37,577			(15,308		)	—			144,483
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(8,799		)	(2,698		)	(584		)	—			(12,081		)
Issuance of third-party loans and advances	—			—			(2,201		)	—			(2,201		)
Payments received on third-party loans	117			—			—			—			117
Increase in restricted cash, net	(27		)	(716		)	(39		)	—			(782		)
Proceeds from asset sales	1,577			—			—			—			1,577
Investments in the New England Black Wolves	—			—			(500		)	—			(500		)
Inter-company transactions	8,558			(14,915		)	37			6,320			—
Net cash flows provided by (used in) investing activities	1,426			(18,329		)	(3,287		)	6,320			(13,870		)
Cash flows provided by (used in) financing activities:
Senior Secured Credit Facility borrowings - Revolving	299,000			—			—			—			299,000
Senior Secured Credit Facility repayments - Revolving	(328,000		)	—			—			—			(328,000		)
Senior Secured Credit Facility repayments - Term Loan A	(5,469		)	—			—			—			(5,469		)
Senior Secured Credit Facility repayments - Term Loan B	(3,650		)	—			—			—			(3,650		)
Line of Credit borrowings	332,124			—			—			—			332,124
Line of Credit repayments	(335,165		)	—			—			—			(335,165		)
Repayments to Mohegan Tribe	—			—			(875		)	—			(875		)
Repayments of other long-term debt	(9,844		)	—			(56		)	—			(9,900		)
Principal portion of relinquishment liability payments	(24,400		)	—			—			—			(24,400		)
Distributions to Mohegan Tribe	(32,500		)	—			—			—			(32,500		)
Payments on capital lease obligations	(726		)	(37		)	—			37			(726		)
Inter-company transactions	—			(13,855		)	20,212			(6,357		)	—
Net cash flows provided by (used in) financing activities	(108,630		)	(13,892		)	19,281			(6,320		)	(109,561		)
Net increase in cash and cash equivalents	15,010			5,356			686			—			21,052

Cash and cash equivalents at beginning of period	33,939		14,767		402		—		49,108
Cash and cash equivalents at end of period	$	48,949	$	20,123	$	1,088	$	—	$	70,160

___________

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

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

	For the Nine Months Ended June 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total  Non-Guarantor Subsidiaries and Entities (2)			Consolidating/   Eliminating   Adjustments			Consolidated
Cash flows provided by (used in) operating activities:
Net loss	$	(43,736	)	$	(22,024	)	$	(21,781	)	$	43,384		$	(44,157	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization	49,091			10,318			658			—			60,067
Accretion of discount to the relinquishment liability	1,654			—			—			—			1,654
Cash paid for accretion of discount to the relinquishment liability	(2,071		)	—			—			—			(2,071		)
Loss on early extinguishment of debt	58,481			—			—			—			58,481
Payments of tender offer costs and discounts	(48,155		)	—			—			—			(48,155		)
Amortization of debt issuance costs and accretion of bond discounts	5,925			—			239			—			6,164
Provision for losses on receivables	877			183			1,893			—			2,953
(Gain) loss on disposition of assets	(15		)	3			—			—			(12		)
(Gain) loss from unconsolidated affiliates	(154		)	—			948			—			794
Inter-company transactions	(6,466		)	46,421			3,423			(43,378		)	—
Changes in operating assets and liabilities:
Increase in receivables	(3,409		)	(1,849		)	(688		)	557			(5,389		)
Increase in inventories	(1,342		)	(371		)	—			—			(1,713		)
(Increase) decrease in other assets	992			(229		)	(5,387		)	(36		)	(4,660		)
Increase in trade payables	6,288			1,382			1			—			7,671
Increase (decrease) in accrued interest	9,114			—			(1,405		)	—			7,709
Increase in other liabilities	1,231			2,562			5,749			(555		)	8,987
Net cash flows provided by (used in) operating activities	28,305			36,396			(16,350		)	(28		)	48,323
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	(14,680		)	(3,382		)	(10,839		)	—			(28,901		)
Issuance of third-party loans and advances	—			—			(1,392		)	—			(1,392		)
Payments received on third-party loans	606			—			—			—			606
Decrease in restricted cash, net	44			2,063			12,043			—			14,150
Proceeds from asset sales	105			—			—			—			105
Investments in unconsolidated affiliates	—			—			(29		)	—			(29		)
Inter-company transactions	19,812			(21,079		)	—			1,267			—
Net cash flows provided by (used in) investing activities	5,887			(22,398		)	(217		)	1,267			(15,461		)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility repayments - Term	(393,000		)	—			—			—			(393,000		)
Prior Term Loan Facility repayments, net of discount	(222,103		)	—			—			—			(222,103		)
Senior Secured Credit Facility borrowings - Revolving	193,000			—			—			—			193,000
Senior Secured Credit Facility repayments - Revolving	(173,000		)	—			—			—			(173,000		)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount	124,343			—			—			—			124,343
Senior Secured Credit Facility repayments - Term Loan A	(1,563		)	—			—			—			(1,563		)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount	720,952			—			—			—			720,952
Senior Secured Credit Facility repayments - Term Loan B	(3,650		)	—			—			—			(3,650		)

Line of Credit borrowings	258,415			—			—			—			258,415
Line of Credit repayments	(258,415		)	—			—			—			(258,415		)
Repayments to Mohegan Tribe	—			—			(2,750		)	—			(2,750		)
Repayments of other long-term debt	(191,049		)	—			(39		)	—			(191,088		)
Principal portion of relinquishment liability payments	(29,129		)	—			—			—			(29,129		)
Distributions to Mohegan Tribe	(32,500		)	—			—			—			(32,500		)
Payments of financing fees	(12,631		)	—			—			—			(12,631		)
Payments on capital lease obligations	(1,709		)	(28		)	—			28			(1,709		)
Inter-company transactions	—			(20,728		)	21,995			(1,267		)	—
Net cash flows provided by (used in) financing activities	(22,039		)	(20,756		)	19,206			(1,239		)	(24,828		)
Net increase (decrease) in cash and cash equivalents	12,153			(6,758		)	2,639			—			8,034
Cash and cash equivalents at beginning of period	44,060			18,655			909			—			63,624
Cash and cash equivalents at end of period	$	56,213		$	11,897		$	3,548		$	—		$	71,658

___________

(1) Includes the Pocono 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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COWLITZ PROJECT

9 Months Ended

Jun. 30, 2015

Cowlitz Project

Schedule of Long-term Development Projects [Line Items]

COWLITZ PROJECT

COWLITZ PROJECT:

In September 2004, Salishan-Mohegan entered into development and management agreements with the Cowlitz Tribe in connection with the Cowlitz Project, which agreements have been amended from time to time.

Under the terms of the development agreement, Salishan-Mohegan will assist in securing financing, as well as administer and oversee the planning, designing, development, construction and furnishing of the proposed casino. The development agreement provides for development fees of 3% of total project costs, as defined under the development agreement. Under the terms of Salishan-Mohegan's operating agreement, development fees will be distributed to Mohegan Ventures-NW. In 2006, pursuant to the development agreement, Salishan-Mohegan purchased an approximately 152-acre site for the proposed casino.

Under the terms of the management agreement, Salishan-Mohegan will manage, operate and maintain the proposed casino for a period of seven years following its opening. The management agreement provides for management fees of 24% of net revenues, as defined under the management agreement, which approximates net income earned from the Cowlitz Project. Under the terms of Salishan-Mohegan’s operating agreement, management fees will be allocated to the members of Salishan-Mohegan based on their respective membership interests. The management agreement is subject to approval by the National Indian Gaming Commission. In August 2014, the Cowlitz Tribe’s Class III Tribal-State gaming compact with the State of Washington became effective with notice of federal approval published in the Federal Register. According to the notice, the compact allows for two gaming facilities, allocates 975 gaming machines for leasing, authorizes the operation of up to 3,000 gaming machines and 125 table games, and is in effect until terminated by written agreement of both parties.

Under the terms of the development agreement, certain receivables contributed to Salishan-Mohegan and amounts advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe are reimbursable to Salishan-Mohegan by the Cowlitz Tribe, subject to appropriate approvals defined under the development agreement. Reimbursements are contingent and are to be distributed upon: (1) the related property being taken into trust by the United States Department of the Interior and (2) the receipt of necessary financing for the development of the proposed casino. The Authority currently accrues interest on the Salishan-Mohegan receivables at an annual rate of 10.0%.

In March 2013, two lawsuits challenging a December 2010 decision of the Assistant Secretary - Indian Affairs of the Department of the Interior to take the Cowlitz Project site into trust were dismissed on procedural grounds. In April 2013, pursuant to judicial directive, the Department of the Interior issued a new Record of Decision to take the Cowlitz Project site into trust, determining for a second time that the site will serve as the initial reservation of the Cowlitz Tribe and that the tribe may conduct gaming on such lands under the Indian Gaming Regulatory Act. In June 2013, the plaintiffs in the earlier litigation filed two new lawsuits challenging the new Record of Decision, and, in July 2013, those lawsuits were consolidated. By Notice of Trust Acquisition filed with the court on October 22, 2014, while motions for summary judgment filed by the plaintiffs and the defendants were pending, the defendants provided the court notice of the United States Department of the Interior’s planned trust acquisition of the Cowlitz Project site, which was the subject of the litigation, on the earlier of: (1) January 21, 2015 and (2) 30 days after a court order granting summary judgment in favor of the defendants. On December 12, 2014, a U.S. District Court for the District of Columbia judge entered an order granting summary judgment in favor of the defendants, thereby upholding the Record of Decision and denying the plaintiffs’ motion. In December 2014 and February 2015, the plaintiffs filed separate appeals to the Court of Appeals for the District of Columbia Circuit. In February 2015, those appeals were consolidated by the Court of Appeals.

In March 2015, the Cowlitz Project site was taken into trust by the United States Department of the Interior for the benefit of the Cowlitz Tribe. In connection with this event, the Cowlitz Tribe leased a substantial portion of the Cowlitz Project site back to Salishan-Mohegan for a nominal rental fee. The initial term of the lease is 25 years with an option to extend the term for two additional 25-year periods. Under the lease, upon financing of the Cowlitz Project, Salishan-Mohegan shall assign the lease to the Cowlitz Tribe. If the Cowlitz Project does not proceed due to a final court determination that the site is not eligible for gaming, upon payment of certain consideration, the Cowlitz Tribe may purchase the leasehold interest in the premises and terminate the lease.

The carrying value of the land totaling approximately $20.0 million, which was included in property and equipment, net, in the accompanying condensed consolidated balance sheet as of September 30, 2014, was transferred to the Cowlitz Tribe at the time the site was taken into trust. This transfer resulted in an additional long-term receivable due from the Cowlitz Tribe as permitted under the development agreement, and was included in other assets, net, in the accompanying condensed consolidated balance sheet as of June 30, 2015.

Development of the Cowlitz Project remains subject to certain remaining governmental and regulatory approvals and agreements. The Authority can provide no assurance that the remaining steps and conditions for the Cowlitz Project site to be approved for gaming will be satisfied or that necessary financing for the development of the proposed casino will be obtained. Furthermore, the Authority can provide no assurance as to the outcome of the pending federal court appeal or any future litigation relating to the Cowlitz Project. Please refer to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 and its other reports and filings with the SEC for further information and details regarding the Cowlitz Project.

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SEGMENT REPORTING

9 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

SEGMENT REPORTING

SEGMENT REPORTING:

As of June 30, 2015, the Authority owns and operates, either directly or through wholly-owned subsidiaries, Mohegan Sun, the Connecticut Sun franchise and the Mohegan Sun Golf Club, and has partnered with an unrelated third-party to own and operate the New England Black Wolves franchise (collectively, the “Connecticut Facilities”), and the Pennsylvania Facilities. Substantially all of the Authority's revenues are derived from these operations. The Connecticut Sun franchise, the Mohegan Sun Golf Club and the New England Black Wolves franchise 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 Pocono, 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, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Net revenues:
Mohegan Sun	$	246,840		$	248,866		$	732,903		$	734,277
Mohegan Sun Pocono	77,932			77,194			218,456			220,863
Corporate and other	1,540			1,549			4,654			3,780
Inter-segment revenues	(1,273		)	(1,273		)	(3,819		)	(3,078		)
Total	$	325,039		$	326,336		$	952,194		$	955,842
Income (loss) from operations:
Mohegan Sun	$	54,557		$	47,088		$	148,573		$	127,459
Mohegan Sun Pocono	12,842			9,936			31,423			26,555
Corporate and other	(5,900		)	(8,042		)	(19,717		)	(26,676		)
Total	61,499			48,982			160,279			127,338
Accretion of discount to the relinquishment liability	—			(552		)	(227		)	(1,654		)
Interest income	1,906			1,701			5,554			4,947
Interest expense, net of capitalized interest	(35,660		)	(36,426		)	(107,692		)	(111,692		)
Loss on early extinguishment of debt	—			(2		)	—			(62,277		)
Other income (expense), net	(50		)	59			(1,260		)	(819		)
Net income (loss)	27,695			13,762			56,654			(44,157		)
Loss attributable to non-controlling interests	439			130			1,278			421
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	28,134		$	13,892		$	57,932		$	(43,736	)

	For the Nine Months Ended
(in thousands)	June 30, 2015		June 30, 2014
Capital expenditures incurred:
Mohegan Sun	$	6,899	$	15,204
Mohegan Sun Pocono	2,087		2,808
Corporate and other	52		8,972
Total	$	9,038	$	26,984
(in thousands)	June 30, 2015		September 30, 2014
Total assets:
Mohegan Sun	$	1,336,702	$	1,368,352
Mohegan Sun Pocono	554,329		551,655
Corporate and other	140,315		135,953
Total	$	2,031,346	$	2,055,960

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SUBSEQUENT EVENTS

9 Months Ended

Jun. 30, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS:

Refinancing Transactions

On August 11, 2015, the Authority completed several financing transactions relating to the refinancing of certain of its outstanding indebtedness, as set forth below:

Amendment to Loan Agreement and Borrowing of Increase Term B Loans

On August 11, 2015, the Authority entered into an increase joinder and amendment agreement (the “Amendment Agreement”) among the Authority, the Tribe, the guarantors party thereto, Citizens Bank, N.A., as administrative agent, and the lenders party thereto, amending the loan agreement for its Senior Secured Credit Facilities. Pursuant to the Amendment Agreement, the Authority borrowed $90.0 million of increase term B loans (the “Increase Term B Loans”) on the same terms as the Authority’s existing term B loans. The net proceeds of the Increase Term B Loans will be used by the Authority to redeem outstanding 2012 Senior Subordinated Notes, as further described below.

Issuance of Additional 2013 Senior Unsecured Notes

On August 11, 2015, the Authority closed its previously announced private placement of an additional $85.0 million of its 2013 Senior Unsecured Notes (the “Additional 2013 Senior Unsecured Notes”). Subsequent to this transaction, the aggregate principal amount of 2013 Senior Unsecured Notes outstanding, including the Additional 2013 Senior Unsecured Notes, is $585.0 million. The net proceeds of the sale of the Additional 2013 Senior Unsecured Notes will be used by the Authority to redeem outstanding 2012 Senior Subordinated Notes, as further described below.

Registration Rights Agreement

On August 11, 2015, the Authority and the guarantors of the Additional 2013 Senior Unsecured Notes entered into a registration rights agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc. as representatives of the several initial purchasers of the Additional 2013 Senior Unsecured Notes. Upon the terms and subject to the conditions of this agreement, the Authority agreed to offer to exchange the Additional 2013 Senior Unsecured Notes, pursuant to a registration statement effective within 270 days of issuance, for a new issue of substantially identical debt securities registered under the Securities Act of 1933, as amended. Under certain circumstances set forth in the registration rights agreement, the Authority also may be obligated to file a shelf registration statement with respect to the Additional 2013 Senior Unsecured Notes.

Redemption of 2012 Senior Subordinated Notes

On August 11, 2015, the Authority called for redemption of $175.0 million of its 2012 Senior Subordinated Notes (the “Redemption Notes”). The Redemption Notes will be redeemed on September 10, 2015 (the “Redemption Date”) at a redemption price equal to $1,053.47 per $1,000 principal amount thereof, which represents 100% of the aggregate principal amount of the Redemption Notes, plus accrued and unpaid interest thereon to the Redemption Date. After giving effect to the redemption, the aggregate principal amount of the Authority’s 2012 Senior Subordinated Notes outstanding will be approximately $100.2 million.

Prepayment of Downs Lodging Credit Facility

On July 16, 2015, Downs Lodging prepaid a portion of the Downs Lodging Credit Facility in the amount of approximately $4.5 million plus accrued interest and fees through the date of the prepayment (the “Downs Lodging Credit Facility Prepayment”). The Downs Lodging Credit Facility Prepayment was funded through an investment by the Authority.

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RELATED PARTY TRANSACTIONS (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Mar. 05, 2015 a rooms	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)
Related Party Transaction [Line Items]
Distributions to Mohegan Tribe				$ 32,500	$ 32,500
Minimum Future Rental Expense
Minimum future rental expense - Remainder of 2015		$ 0		0
Minimum future rental expense - 2016		0		0
Minimum future rental expense - 2017		6,327		6,327
Minimum future rental expense - 2018		6,908		6,908
Minimum future rental expense - 2019		7,011		7,011
Minimum future rental expense - Thereafter		224,682		224,682
Total minimum future rental expense		244,928		244,928
Mohegan Tribe of Indians of Connecticut
Related Party Transaction [Line Items]
Distributions to Mohegan Tribe		12,500	$ 12,500	32,500	32,500
Expenses for services provided to related party		7,200	6,200	21,400	20,500
Incurred interest expense associated with a related party debt		529	541	1,600	1,700
Mohegan Tribal Utility Authority
Related Party Transaction [Line Items]
Utilities purchased from related party		$ 3,900	$ 4,400	$ 13,300	$ 15,200
Mohegan Tribal Finance Authority
Related Party Transaction [Line Items]
Fourth Amendment, Amount of acres released for use | a	1.2
Fourth Amendment, Amount of rooms to be developed | rooms	400
Duration of the term of the Fourth Amendment	28 years 4 months

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RELINQUISHMENT AGREEMENT (Tables)

9 Months Ended

Jun. 30, 2015

RELINQUISHMENT AGREEMENT [Abstract]

Relinquishment payments

Relinquishment payments consisted of the following (in millions):

	For the Nine Months Ended
	June 30, 2015		June 30, 2014
Principal	$	24.4	$	29.1
Accretion of discount	0.8		2.1
Total	$	25.2	$	31.2

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BASIS OF PRESENTATION - Reserves For Doubtful Collection of Long-term Receivables (Details) - Jun. 30, 2015 - Allowance for Notes Receivable - USD ($) $ in Thousands	Total	Total
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward]
Balance, beginning of period	$ 29,378	$ 27,629
Additions: Charges to bad debt expense	928	2,682
Deductions: Adjustments	(781)	(786)
Balance, end of period	29,525	29,525
Affiliates
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward]
Balance, beginning of period	28,557	26,833
Additions: Charges to bad debt expense	923	2,647
Deductions: Adjustments	0	0
Balance, end of period	29,480	29,480
Tenants and Others
Allowance for Notes, Loans and Financing Receivable, Noncurrent [Roll Forward]
Balance, beginning of period	821	796
Additions: Charges to bad debt expense	5	35
Deductions: Adjustments	(781)	(786)
Balance, end of period	$ 45	$ 45

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - STATEMENTS OF INCOME (Details) - USD ($) $ in Thousands		3 Months Ended					9 Months Ended				12 Months Ended
		Jun. 30, 2015		Mar. 31, 2015	Jun. 30, 2014		Jun. 30, 2015		Jun. 30, 2014		Sep. 30, 2014	Sep. 30, 2010
Revenues:
Gaming		$ 284,713			$ 284,801		$ 837,463		$ 837,954
Food and beverage		23,021			23,273		66,811		68,605
Hotel		12,700			12,160		37,199		34,763
Retail, entertainment and other		29,825			31,542		82,231		87,065
Gross revenues		350,259			351,776		1,023,704		1,028,387
Less-Promotional allowances		(25,220)			(25,440)		(71,510)		(72,545)
Net revenues		325,039			326,336		952,194		955,842
Operating costs and expenses:
Gaming		164,229			171,533		485,994		513,574
Food and beverage		10,323			10,359		31,363		31,207
Hotel		3,788			3,950		10,767		11,744
Retail, entertainment and other		12,447			13,318		34,268		37,446
Advertising, general and administrative		46,522			48,929		140,946		143,740
Corporate		7,119			9,259		23,400		29,551
Depreciation and amortization		19,086			20,070		58,703		60,067
(Gain) loss on disposition of assets		26			(64)		845		(12)
Severance		0			0		3,370		0
Impairment of Project Horizon		0		$ 2,500	0		2,502		0		$ 5,000	$ 58,100
Relinquishment liability reassessment		0			0		(243)		0
Pre-opening		0			0		0		1,187
Total operating costs and expenses		263,540			277,354		791,915		828,504
Income from operations		61,499			48,982		160,279		127,338
Other income (expense):
Accretion of discount to the relinquishment liability		0			(552)		(227)		(1,654)
Interest income		1,906			1,701		5,554		4,947
Interest expense, net of capitalized interest		(35,660)			(36,426)		(107,692)		(111,692)
Loss on early extinguishment of debt		0			(2)		0		(62,277)
Loss on interests in subsidiaries		0			0		0		0
Other income (expense), net		(50)			59		(1,260)		(819)
Total other expense		(33,804)			(35,220)		(103,625)		(171,495)
Net income (loss)		27,695			13,762		56,654		(44,157)
Loss attributable to non-controlling interests		439			130		1,278		421
Net income (loss) attributable to Mohegan Tribal Gaming Authority		28,134			13,892		57,932		(43,736)
Authority
Revenues:
Gaming		213,199			213,600		635,777		632,604
Food and beverage		15,378			15,512		45,708		46,881
Hotel		11,222			10,855		33,141		31,870
Retail, entertainment and other		24,556			24,888		71,169		75,835
Gross revenues		264,355			264,855		785,795		787,190
Less-Promotional allowances		(19,386)			(18,959)		(55,536)		(56,186)
Net revenues		244,969			245,896		730,259		731,004
Operating costs and expenses:
Gaming		113,712			120,236		341,772		364,858
Food and beverage		7,981			7,921		25,191		24,660
Hotel		3,517			3,809		10,248		11,435
Retail, entertainment and other		10,475			11,961		29,322		34,149
Advertising, general and administrative		37,970			39,261		116,711		117,579
Corporate		3,269			3,598		12,471		10,071
Depreciation and amortization		15,496			16,397		47,739		49,091
(Gain) loss on disposition of assets		26			(66)		843		(15)
Severance							3,244
Impairment of Project Horizon							2,502
Relinquishment liability reassessment							(243)
Pre-opening									0
Total operating costs and expenses		192,446			203,117		589,800		611,828
Income from operations		52,523			42,779		140,459		119,176
Other income (expense):
Accretion of discount to the relinquishment liability					(552)		(227)		(1,654)
Interest income		10			20		32		65
Interest expense, net of capitalized interest		(23,563)			(23,953)		(71,260)		(73,242)
Loss on early extinguishment of debt					(2)				(62,277)
Loss on interests in subsidiaries		(832)			(4,426)		(11,079)		(25,945)
Other income (expense), net		(4)			26		7		141
Total other expense		(24,389)			(28,887)		(82,527)		(162,912)
Net income (loss)		28,134			13,892		57,932		(43,736)
Loss attributable to non-controlling interests		0			0		0		0
Net income (loss) attributable to Mohegan Tribal Gaming Authority		28,134			13,892		57,932		(43,736)
Total Guarantor Subsidiaries
Revenues:
Gaming		71,514	[1]		71,201	[2]	201,686	[3]	205,350	[4]
Food and beverage		7,615	[1]		7,761	[2]	20,983	[3]	21,724	[4]
Hotel		1,478	[1]		1,305	[2]	4,058	[3]	2,893	[4]
Retail, entertainment and other		4,716	[1]		6,359	[2]	9,167	[3]	10,484	[4]
Gross revenues		85,323	[1]		86,626	[2]	235,894	[3]	240,451	[4]
Less-Promotional allowances		(5,095)	[1]		(5,500)	[2]	(14,892)	[3]	(15,367)	[4]
Net revenues		80,228	[1]		81,126	[2]	221,002	[3]	225,084	[4]
Operating costs and expenses:
Gaming		50,517	[1]		51,297	[2]	144,222	[3]	148,716	[4]
Food and beverage		2,342	[1]		2,438	[2]	6,172	[3]	6,547	[4]
Hotel		1,484	[1]		1,354	[2]	4,158	[3]	3,207	[4]
Retail, entertainment and other		2,027	[1]		2,309	[2]	3,653	[3]	4,251	[4]
Advertising, general and administrative		8,809	[1]		9,709	[2]	24,698	[3]	26,240	[4]
Corporate		0	[1]		0	[2]	0	[3]	0	[4]
Depreciation and amortization		3,306	[1]		3,420	[2]	10,113	[3],[5]	10,318	[4],[6]
(Gain) loss on disposition of assets		0	[1]		2	[2]	2	[3]	3	[4]
Severance	[3]						126
Impairment of Project Horizon	[3]						0
Relinquishment liability reassessment	[3]						0
Pre-opening	[4]								1,187
Total operating costs and expenses		68,485	[1]		70,529	[2]	193,144	[3]	200,469	[4]
Income from operations		11,743	[1]		10,597	[2]	27,858	[3]	24,615	[4]
Other income (expense):
Accretion of discount to the relinquishment liability					0	[2]	0	[3],[5]	0	[4],[6]
Interest income		1,663	[1]		1,300	[2]	4,636	[3]	3,397	[4]
Interest expense, net of capitalized interest		(9,956)	[1]		(10,392)	[2]	(30,055)	[3]	(32,597)	[4]
Loss on early extinguishment of debt					0	[2]			0	[4]
Loss on interests in subsidiaries		(1,819)	[1]		(5,022)	[2]	(6,760)	[3]	(17,439)	[4]
Other income (expense), net		0	[1]		0	[2]	0	[3]	0	[4]
Total other expense		(10,112)	[1]		(14,114)	[2]	(32,179)	[3]	(46,639)	[4]
Net income (loss)		1,631	[1]		(3,517)	[2]	(4,321)	[3],[5]	(22,024)	[4],[6]
Loss attributable to non-controlling interests		0	[1]		0	[2]	0	[3]	0	[4]
Net income (loss) attributable to Mohegan Tribal Gaming Authority		1,631	[1]		(3,517)	[2]	(4,321)	[3]	(22,024)	[4]
Total Non-Guarantor Subsidiaries and Entities
Revenues:
Gaming		0	[7]		0	[8]	0	[9]	0	[10]
Food and beverage		28	[7]		0	[8]	120	[9]	0	[10]
Hotel		0	[7]		0	[8]	0	[9]	0	[10]
Retail, entertainment and other		1,826	[7]		1,568	[8]	5,714	[9]	3,824	[10]
Gross revenues		1,854	[7]		1,568	[8]	5,834	[9]	3,824	[10]
Less-Promotional allowances		(6)	[7]		(6)	[8]	(9)	[9]	(15)	[10]
Net revenues		1,848	[7]		1,562	[8]	5,825	[9]	3,809	[10]
Operating costs and expenses:
Gaming		0	[7]		0	[8]	0	[9]	0	[10]
Food and beverage		0	[7]		0	[8]	0	[9]	0	[10]
Hotel		0	[7]		0	[8]	0	[9]	0	[10]
Retail, entertainment and other		678	[7]		0	[8]	2,366	[9]	0	[10]
Advertising, general and administrative		3,653	[7]		5,703	[8]	10,646	[9]	19,604	[10]
Corporate		0	[7]		0	[8]	0	[9]	0	[10]
Depreciation and amortization		284	[7]		253	[8]	851	[9],[11]	658	[10],[12]
(Gain) loss on disposition of assets		0	[7]		0	[8]	0	[9]	0	[10]
Severance	[9]						0
Impairment of Project Horizon							0
Relinquishment liability reassessment	[11]						0
Pre-opening	[10]								0
Total operating costs and expenses		4,615	[7]		5,956	[8]	13,863	[9]	20,262	[10]
Income from operations		(2,767)	[7]		(4,394)	[8]	(8,038)	[9]	(16,453)	[10]
Other income (expense):
Accretion of discount to the relinquishment liability					0	[8]	0	[9],[11]	0	[10],[12]
Interest income		1,961	[7]		1,763	[8]	5,813	[9]	5,100	[10]
Interest expense, net of capitalized interest		(3,869)	[7]		(3,463)	[8]	(11,304)	[9]	(9,468)	[10]
Loss on early extinguishment of debt					0	[8]			0	[10]
Loss on interests in subsidiaries		0	[7]		0	[8]	0	[9]	0	[10]
Other income (expense), net		(46)	[7]		33	[8]	(1,267)	[9]	(960)	[10]
Total other expense		(1,954)	[7]		(1,667)	[8]	(6,758)	[9]	(5,328)	[10]
Net income (loss)		(4,721)	[7]		(6,061)	[8]	(14,796)	[9],[11]	(21,781)	[10],[12]
Loss attributable to non-controlling interests		217	[7]		0	[8]	677	[9]	0	[10]
Net income (loss) attributable to Mohegan Tribal Gaming Authority		(4,504)	[7]		(6,061)	[8]	(14,119)	[9]	(21,781)	[10]
Consolidating/Eliminating Adjustments
Revenues:
Gaming		0			0		0		0
Food and beverage		0			0		0		0
Hotel		0			0		0		0
Retail, entertainment and other		(1,273)			(1,273)		(3,819)		(3,078)
Gross revenues		(1,273)			(1,273)		(3,819)		(3,078)
Less-Promotional allowances		(733)			(975)		(1,073)		(977)
Net revenues		(2,006)			(2,248)		(4,892)		(4,055)
Operating costs and expenses:
Gaming		0			0		0		0
Food and beverage		0			0		0		0
Hotel		(1,213)			(1,213)		(3,639)		(2,898)
Retail, entertainment and other		(733)			(952)		(1,073)		(954)
Advertising, general and administrative		(3,910)			(5,744)		(11,109)		(19,683)
Corporate		3,850			$ 5,661		10,929		19,480
Depreciation and amortization		0					0		0
(Gain) loss on disposition of assets		0					0		0
Severance							0
Impairment of Project Horizon							0
Relinquishment liability reassessment							0
Pre-opening									0
Total operating costs and expenses		(2,006)			$ (2,248)		(4,892)		(4,055)
Income from operations		0			0		0		0
Other income (expense):
Accretion of discount to the relinquishment liability					0		0		0
Interest income		(1,728)			(1,382)		(4,927)		(3,615)
Interest expense, net of capitalized interest		1,728			1,382		4,927		3,615
Loss on early extinguishment of debt					0				0
Loss on interests in subsidiaries		2,651			9,448		17,839		43,384
Other income (expense), net		0			0		0		0
Total other expense		2,651			9,448		17,839		43,384
Net income (loss)		2,651			9,448		17,839		43,384
Loss attributable to non-controlling interests		222			130		601		421
Net income (loss) attributable to Mohegan Tribal Gaming Authority		$ 2,873			$ 9,578		$ 18,440		$ 43,805

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

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

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

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

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

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

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

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

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

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

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

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

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash flows provided by (used in) operating activities:
Net income (loss)	$ 56,654	$ (44,157)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	58,703	60,067
Relinquishment liability reassessment	(243)	0
Accretion of discount to the relinquishment liability	227	1,654
Cash paid for accretion of discount to the relinquishment liability	(778)	(2,071)
Loss on early extinguishment of debt	0	58,481
Payments of tender offer costs and discounts	0	(48,155)
Amortization of debt issuance costs and accretion of bond discounts	5,757	6,164
Provision for losses on receivables	3,399	2,953
Impairment of Project Horizon	2,502	0
(Gain) loss on disposition of assets	845	(12)
Loss from unconsolidated affiliates	1,302	794
Changes in operating assets and liabilities:
Increase in receivables	(282)	(5,389)
Increase in inventories	(972)	(1,713)
Increase in other assets	(6,317)	(4,660)
Increase (decrease) in trade payables	(9,803)	7,671
Increase in accrued interest	20,059	7,709
Increase in other liabilities	13,430	8,987
Net cash flows provided by operating activities	144,483	48,323
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including decreases in construction payables of $3,302 and $4,645, respectively	(12,081)	(28,901)
Issuance of third-party loans and advances	(2,201)	(1,392)
Payments received on third-party loans	117	606
(Increase) decrease in restricted cash, net	(782)	14,150
Proceeds from asset sales	1,577	105
Investments in the New England Black Wolves	(500)	0
Investments in unconsolidated affiliates	0	(29)
Net cash flows used in investing activities	(13,870)	(15,461)
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe	(875)	(2,750)
Repayments of other long-term debt	(9,900)	(191,088)
Principal portion of relinquishment liability payments	(24,400)	(29,129)
Distributions to Mohegan Tribe	(32,500)	(32,500)
Payments of financing fees	0	(12,631)
Payments on capital lease obligations	(726)	(1,709)
Net cash flows used in financing activities	(109,561)	(24,828)
Net increase in cash and cash equivalents	21,052	8,034
Cash and cash equivalents at beginning of period	49,108	63,624
Cash and cash equivalents at end of period	70,160	71,658
Supplemental disclosure:
Cash paid during the period for interest	80,600	97,197
Credit Facility | Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments	0	(393,000)
Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Credit facility/line of credit repayments	0	(222,103)
Credit Facility | Senior Secured Credit Facility - Revolving, due June 2018
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings	299,000	193,000
Credit facility/line of credit repayments	(328,000)	(173,000)
Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings	0	124,343
Credit facility/line of credit repayments	(5,469)	(1,563)
Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings	0	720,952
Credit facility/line of credit repayments	(3,650)	(3,650)
Credit Facility | Line of Credit
Cash flows provided by (used in) financing activities:
Credit facility/line of credit borrowings	332,124	258,415
Credit facility/line of credit repayments	$ (335,165)	$ (258,415)

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RELATED PARTY TRANSACTIONS

9 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS:

Distributions to the Tribe totaled $12.5 million and $32.5 million for each of the three months and nine months ended June 30, 2015 and 2014, 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 $7.2 million and $6.2 million for the three months ended June 30, 2015 and 2014, respectively, and $21.4 million and $20.5 million for the nine months ended June 30, 2015 and 2014, 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 $4.4 million for the three months ended June 30, 2015 and 2014, respectively, and $13.3 million and $15.2 million for the nine months ended June 30, 2015 and 2014, respectively.

The Authority incurred interest expense associated with borrowings from the Mohegan Tribe totaling $529,000 and $541,000 for the three months ended June 30, 2015 and 2014, respectively, and $1.6 million and $1.7 million for the nine months ended June 30, 2015 and 2014, respectively.

The Authority leases the land on which Mohegan Sun is located from the Tribe under a long-term lease agreement. In February 2015, the Authority entered into a fourth amendment to the land lease pursuant to which it released from the land lease an approximately 1.2-acre site to be used by the Tribe to finance, develop and own, through MTFA, an approximately 400-room hotel and related improvements. In connection with this transaction, effective March 5, 2015, the Authority entered into a sublease agreement with MTFA to sublease the site and the completed hotel and related improvements for the purpose of operating the hotel on a triple net basis for a term of 28 years and 4 months, commencing upon the completion of the project. Rental payments under the sublease agreement also will commence upon the completion of the project. Completion and opening of the project is anticipated to occur in the fall of 2016. The Authority classified the sublease as an operating lease for financial reporting purposes in accordance with authoritative guidance issued by the FASB pertaining to the accounting for leases.

Minimum future rental expense that the Authority expects to incur under the sublease agreement is as follows (in thousands):

	Fiscal Years Ending September 30,
	2015		2016		2017		2018		2019		Thereafter		Total
Minimum future rental expense	$	—	$	—	$	6,327	$	6,908	$	7,011	$	224,682	$	244,928

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BASIS OF PRESENTATION - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Sep. 30, 2014	Aug. 31, 2013	Mar. 31, 2012
Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Note stated interest rate	9.75%	9.75%	9.75%
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	11.00%	11.00%		11.00%
Fair Value, Inputs, Level 2 | Senior Secured Credit Facility | Bank Credit Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	$ 7,910
Fair Value, Inputs, Level 2 | Senior Secured Credit Facility | Senior Secured Credit Facility - Term Loan A
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	113,064
Fair Value, Inputs, Level 2 | Senior Secured Credit Facility | Senior Secured Credit Facility - Term Loan B
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Note value	714,556
Fair Value, Inputs, Level 2 | Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Note value	$ 528,750
Note stated interest rate	9.75%
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 value	$ 276,222
Note stated interest rate	11.00%
Fair Value, Inputs, Level 2 | Carrying Value | Senior Secured Credit Facility | Bank Credit Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	$ 8,000
Fair Value, Inputs, Level 2 | Carrying Value | Senior Secured Credit Facility | Senior Secured Credit Facility - Term Loan A
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	113,654
Fair Value, Inputs, Level 2 | Carrying Value | Senior Secured Credit Facility | Senior Secured Credit Facility - Term Loan B
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Note value	712,270
Fair Value, Inputs, Level 2 | Carrying Value | Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Note value	500,000
Fair Value, Inputs, Level 2 | Carrying Value | Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Note value	$ 272,233

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SEGMENT REPORTING (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) segment	Jun. 30, 2014 USD ($)	Sep. 30, 2014 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment			2
Segment Reporting Information [Line Items]
Net revenues	$ 325,039	$ 326,336	$ 952,194	$ 955,842
Income (loss) from operations	61,499	48,982	160,279	127,338
Accretion of discount to the relinquishment liability	0	(552)	(227)	(1,654)
Interest income	1,906	1,701	5,554	4,947
Interest expense, net of capitalized interest	(35,660)	(36,426)	(107,692)	(111,692)
Loss on early extinguishment of debt	0	(2)	0	(62,277)
Other income (expense), net	(50)	59	(1,260)	(819)
Net income (loss)	27,695	13,762	56,654	(44,157)
Loss attributable to non-controlling interests	439	130	1,278	421
Net income (loss) attributable to Mohegan Tribal Gaming Authority	28,134	13,892	57,932	(43,736)
Capital expenditures incurred			9,038	26,984
Total assets	2,031,346		2,031,346		$ 2,055,960
Mohegan Sun
Segment Reporting Information [Line Items]
Net revenues	246,840	248,866	732,903	734,277
Income (loss) from operations	54,557	47,088	148,573	127,459
Capital expenditures incurred			6,899	15,204
Total assets	1,336,702		1,336,702		1,368,352
Mohegan Sun Pocono
Segment Reporting Information [Line Items]
Net revenues	77,932	77,194	218,456	220,863
Income (loss) from operations	12,842	9,936	31,423	26,555
Capital expenditures incurred			2,087	2,808
Total assets	554,329		554,329		551,655
Corporate and other
Segment Reporting Information [Line Items]
Net revenues	1,540	1,549	4,654	3,780
Income (loss) from operations	(5,900)	(8,042)	(19,717)	(26,676)
Capital expenditures incurred			52	8,972
Total assets	140,315		140,315		$ 135,953
Intersegment Elimination
Segment Reporting Information [Line Items]
Net revenues	$ (1,273)	$ (1,273)	$ (3,819)	$ (3,078)

XML

RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Jun. 30, 2015

Related Party Transactions [Abstract]

Minimum Future Rental Expense

Minimum future rental expense that the Authority expects to incur under the sublease agreement is as follows (in thousands):

	Fiscal Years Ending September 30,
	2015		2016		2017		2018		2019		Thereafter		Total
Minimum future rental expense	$	—	$	—	$	6,327	$	6,908	$	7,011	$	224,682	$	244,928