8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 1, 2013

MOHEGAN TRIBAL GAMING AUTHORITY

(Exact name of registrant as specified in its charter)

Not Applicable	033-80655	06-1436334
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

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

Registrant’s telephone number, including area code: (860) 862-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On November 1, 2013, the Mohegan Tribal Gaming Authority (the “Authority”), a government instrumentality of the Mohegan Tribe of Indians of Connecticut, a federally-recognized Indian tribe and Native American sovereign nation (the “Tribe”), entered into an amendment (the “Amendment”) to its Loan Agreement, dated as of March 6, 2012 (the “Loan Agreement”), among the Tribe, the Authority, each lender from time to time party thereto and Wells Fargo Gaming Capital, LLC, as Administrative Agent. The Amendment amends the Loan Agreement to permit prepayment of all or part of the term loans outstanding thereunder prior to March 6, 2014, the first date on which prepayment was previously permitted thereunder, at a customary “make-whole” premium based on the treasury rate plus 50 basis points.

The foregoing description of certain provisions of the Amendment is qualified in its entirety by reference to the full text of such amendment, which is filed as Exhibit 10.1 hereto.

Section 8 – Other Events

Item 8.01 Other Events.

On November 4, 2013, the Authority issued a press release announcing that it has commenced a tender offer to purchase for cash any and all of its 11.5% Second Lien Senior Secured Notes due 2017. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed as part of this report:

10.1	Amendment, dated November 1, 2013, to the Loan Agreement, dated as of March 6, 2012, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Lenders named therein and Wells Fargo Gaming Capital, LLC, as Administrative Agent.
99.1	Press Release of the Mohegan Tribal Gaming Authority, dated November 4, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOHEGAN TRIBAL GAMING AUTHORITY
Date: November 6, 2013	By:	/s/ Kevin P. Brown
		Kevin P. Brown
		Chairman, Management Board

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EX-10.1

Exhibit 10.1

AMENDMENT TO LOAN AGREEMENT

This Amendment, dated as of November 1, 2013 (this “Amendment”), to that certain Loan Agreement, dated as of March 6, 2012 (the “Loan Agreement”), among THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT, a Federally recognized Indian Tribe and Native American sovereign nation (the “Tribe”), the MOHEGAN TRIBAL GAMING AUTHORITY, a governmental instrumentality of the Tribe (the “Borrower”), each lender from time to time party thereto (the “Lenders”) and WELLS FARGO GAMING CAPITAL, LLC, as Administrative Agent (in such capacity, the “Administrative Agent”), is entered into among the Tribe, the Borrower, the Guarantors, the Administrative Agent and the Lenders party hereto. Capitalized terms used herein but not defined herein are used as defined in the Loan Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower and the Tribe have requested that the Lenders agree to amend certain provisions of the Loan Agreement as provided for herein, and the Lenders whose signatures appear below, constituting at least the Required Lenders, are willing to amend the Loan Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1. AMENDMENT TO THE LOAN AGREEMENT.

Effective as of the Amendment Effective Date (as defined in Section 2 below), the Loan Agreement is hereby amended as follows:

1.1 Section 1.01 (Defined Terms) of the Credit Agreement is hereby amended by inserting the following defined terms in the appropriate alphabetical order:

“Amendment Effective Date” has the meaning assigned to such term in that certain Amendment, dated as of November 1, 2013, to this Agreement.

“Make-Whole Amount” means with respect to the Term Loans on any date of prepayment of such Term Loans pursuant to Section 2.06(a) from and after the Amendment Effective Date and prior to the second anniversary of the Closing Date, an amount equal to the excess of (a) the present value at such prepayment date of (i) the aggregate principal amount of the Term

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Loans as of the second anniversary of the Closing Date (assuming the entire aggregate principal amount of the Term Loans were outstanding on the second anniversary of the Closing Date) plus (ii) the interest payments that would have been made pursuant to Section 2.08(c) on the aggregate principal amount of the Term Loans through the second anniversary of the Closing Date but for such prepayment (excluding accrued but unpaid interest as of the date of such prepayment, and assuming for this purpose (x) Interest Payment Dates on the last day of each calendar quarter and on the second anniversary of the Closing Date and (y) an interest rate equal to the Eurodollar Rate for a Eurodollar Rate Loan with a one-month Interest Period made on the date of such prepayment plus 7.50%), discounted to the date of prepayment at a rate equal to the Treasury Rate plus 0.50%, over (b) the aggregate principal amount of the Term Loans.

“Treasury Rate” means, as of any date, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days (but no more than five Business Days) prior to such date (or, if such Statistical Release is no longer published, any publicly available source of similar market data selected by the Administrative Agent)).

1.2 Section 2.06 (Voluntary Prepayments of the Term Loans) of the Loan Agreement is hereby amended by replacing the period at the end of the last sentence of paragraph (a) thereof with the following:

; provided, however, that notwithstanding anything to the contrary herein, from and after the Amendment Effective Date and prior to the second anniversary of the Closing Date, the Borrower may, upon three Business Days prior notice to the Administrative Agent, prepay the Term Loans in whole, but not in part; provided, further, that in the event of any such prepayment, the Borrower shall pay to the Administrative Agent, for the ratable account of the Lenders, in addition to any amounts required to be paid by the Borrower in connection with such prepayment under Section 3.05, a prepayment premium equal to the Make-Whole Amount; provided, further, that no prepayment shall be made by the Borrower under this Section 2.06(a) to the extent such prepayment is prohibited by the First Out Loan Agreement unless substantially simultaneously therewith the First Out Obligations (other than the obligations referenced in Sections 3.01, 3.04, 3.05, 3.06, 12.04 and 12.05 of the First Out Loan Agreement) are being repaid in full and the lending commitments under the First Out Loan Agreement are being terminated.

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SECTION 2. CONDITIONS PRECEDENT

This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which it has been executed by the Administrative Agent and the Administrative Agent shall have received counterparts of this Amendment, duly executed by each of the Borrower, the Tribe, each Guarantor and Lenders constituting the Required Lenders.

SECTION 3. REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to consent to the amendment contained herein, each of the Borrower and, to the extent applicable, the Tribe hereby represents and warrants to the Administrative Agent and each Lender as follows:

(a) This Amendment does not impair the validity, effectiveness or priority of the Liens granted pursuant to the Collateral Documents, and such Liens continue unimpaired with the same priority to secure, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of all Obligations.

(b) Each of the Borrower and the Tribe reaffirms as of the Amendment Effective Date its covenants and agreements contained in the Loan Agreement and each Collateral Document and other Loan Document to which it is a party, including, in each case, as such covenants and agreements may be modified by this Amendment on the Amendment Effective Date. Each of the Borrower and the Tribe further confirms that the Loan Agreement and each Collateral Document and other Loan Document to which it is a party is, and shall continue to be, in full force and effect, and the same are hereby ratified, approved and confirmed in all respects, except as the Loan Agreement may be amended by this Amendment.

(c) After giving effect to this Amendment, the representations and warranties set forth in Article V and Article VI of the Loan Agreement are, in each case, true and correct in all material respects (or, in the case of any such representation that is already subject to a materiality qualifier, in all respects) on and as of the Amendment Effective Date with the same effect as if made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representation that is already subject to a materiality qualifier, in all respects) as of such earlier date).

(d) This Amendment constitutes the legal, valid and binding obligation of each of the Borrower and the Tribe, enforceable in accordance with its terms.

(e) Each of the Borrower and the Tribe has all requisite power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, this Amendment and the Loan Agreement as amended by this Amendment.

(f) No Default or Event of Default has occurred and is continuing as of the date hereof, or will have occurred and be continuing as of the Amendment Effective Date, after giving effect to this Amendment.

SECTION 4. GUARANTOR ACKNOWLEDGEMENT AND CONSENT

4.1 Each Guarantor hereby acknowledges that it has reviewed the terms and provisions of the Loan Agreement and this Amendment and consents to the amendment of the Loan Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that its guarantee of the Obligations and

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each Collateral Document and other Loan Document to which it is a party and all collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, the payment and performance of all Obligations.

4.2 Each Guarantor hereby confirms that each Collateral Document and other Loan Document to which it is a party is, and shall continue to be, in full force and effect, and the same are hereby ratified, approved and confirmed in all respects.

4.3 Each Guarantor and each other party hereto acknowledges and agrees that (i) notwithstanding the conditions to effectiveness and acknowledgments set forth in this Amendment, the consent of such Guarantor hereto is not required by the terms of the Loan Agreement or any other Loan Document and (ii) nothing in the Loan Agreement, this Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Loan Agreement.

SECTION 5. MISCELLANEOUS

5.1 Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.

5.2 Execution in Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 2. Delivery of an executed counterpart to this Amendment by facsimile transmission (or pdf file or other electronic transmission pursuant to procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original.

5.3 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

5.4 Governing Law. Except to the extent otherwise expressly provided herein, this Amendment shall be governed by, and construed and enforced in accordance with, the Laws of Connecticut, without regard to the conflicts of law provisions of the Laws of Connecticut. Borrower and each other party hereto each hereby consents to the application of Connecticut civil law to the construction, interpretation and enforcement of this Amendment, and to the application of Connecticut 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 12.15 of the Loan Agreement. This Amendment is a “Contract of The Tribal Gaming Authority” within the meaning of Section 1 of Article XIII (entitled “Tribal Gaming Authority Amendment”) of the Constitution.

5.5 Incorporation by Reference of Certain Provisions. The parties hereto agree that each of the following Sections of the Loan Agreement applies to this Amendment and is incorporated by reference as if fully set forth herein, mutatis mutandis: Section 12.15 (Arbitration Reference), Section 12.17 (Waiver of Right to Trial by Jury), Section 12.18 (Waiver of Sovereign Immunity; Consent to Jurisdiction) and Section 12.27 (Gaming Law Limitations).

5.6 Fees and Expenses. The Borrower agrees to pay, promptly after receipt of an invoice therefor, all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration of this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

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5.7 Loan Document Pursuant to Loan Agreement. This Amendment is a Loan Document executed pursuant to the Loan Agreement and shall be construed, administered and applied in accordance with all of the terms and provisions of the Loan Agreement (and, following the Amendment Effective Date, the Loan Agreement, as amended hereby).

5.8 Effects of this Amendment.

(a) On the Amendment Effective Date, the Loan Agreement will be automatically amended to reflect the amendment thereto provided for in this Amendment. Once the Amendment Effective Date has occurred, all references to the Loan Agreement in any document, instrument, agreement, or writing shall be deemed to refer to the Loan Agreement as amended by this Amendment.

(b) Other than as specifically provided herein, this Amendment shall not operate as a waiver or amendment of any right, power or privilege of the Administrative Agent or any Lender under the Loan Agreement or any other Loan Document or of any other term or condition of the Loan Agreement or any other Loan Document, nor shall the entering into of this Amendment preclude the Administrative Agent and/or any Lender from refusing to enter into any further waivers or amendments with respect thereto. This Amendment is not intended by any of the parties hereto to be interpreted as a course of dealing which would in any way impair the rights or remedies of the Administrative Agent or any Lender except as expressly stated herein.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the first date above written.

MOHEGAN TRIBAL GAMING AUTHORITY
By:	/s/ Mitchell G. Etess
Name:	Mitchell G. Etess
Title:	Chief Executive Officer
THE MOHEGAN TRIBE OF INDIANS OF CONNECTICUT
By:	/s/ Kevin P. Brown
Name:	Kevin P. Brown
Title:	Chairman

“Guarantors”
DOWNS RACING, L.P., a Pennsylvania limited partnership
By:	/s/ Mitchell G. Etess
Name:	Mitchell G. Etess
Title:	Manager
BACKSIDE, L.P., a Pennsylvania limited partnership
By:	MOHEGAN COMMERCIAL VENTURES PA, LLC, a Pennsylvania limited liability company, its General Partner
	By:	/s/ Mitchell G. Etess
	Name:	Mitchell G. Etess
	Title:	Manager
MILL CREEK LAND, L.P., a Pennsylvania limited partnership
By:	MOHEGAN COMMERCIAL VENTURES PA, LLC, a Pennsylvania limited liability company, its General Partner
	By:	/s/ Mitchell G. Etess
	Name:	Mitchell G. Etess
	Title:	Manager

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NORTHEAST CONCESSIONS, L.P., a Pennsylvania limited partnership
By:	MOHEGAN COMMERCIAL VENTURES PA, LLC, a Pennsylvania limited liability company, its General Partner
	By:	/s/ Mitchell G. Etess
	Name:	Mitchell G. Etess
	Title:	Manager
MOHEGAN COMMERCIAL VENTURES PA, LLC, a Pennsylvania limited liability company, for its own account
By:	/s/ Mitchell G. Etess
Name:	Mitchell G. Etess
Title:	Manager
MOHEGAN VENTURES-NORTHWEST, LLC, a limited liability company formed under the laws of The Mohegan Tribe of Indians of Connecticut
By:	/s/ Mitchell G. Etess
Name:	Mitchell G. Etess
Title:	President
MOHEGAN GOLF, LLC, a limited liability company formed under the laws of The Mohegan Tribe of Indians of Connecticut
By:	/s/ Mitchell G. Etess
Name:	Mitchell G. Etess
Title:	President

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MOHEGAN VENTURES WISCONSIN, LLC, a limited liability company formed under the laws of The Mohegan Tribe of Indians of Connecticut
By:	/s/ Mitchell G. Etess
Name:	Mitchell G. Etess
Title:	Chief Executive Officer
WISCONSIN TRIBAL GAMING, LLC, a Delaware limited liability company
By:	/s/ Mitchell G. Etess
Name:	Mitchell G. Etess
Title:	Manager
MTGA GAMING, LLC, a Delaware limited liability company
By:	/s/ Mitchell G. Etess
Name:	Mitchell G. Etess
Title:	President
MOHEGAN BASKETBALL CLUB LLC, a limited liability company formed under the laws of The Mohegan Tribe of Indians of Connecticut
By:	/s/ Mitchell G. Etess
Name:	Mitchell G. Etess
Title:	President

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ACKNOWLEDGED AND AGREED:
WELLS FARGO GAMING CAPITAL, LLC, as Administrative Agent
By:	/s/ Kelly Walsh
Name:	Kelly Walsh
Title:	Authorized Signatory

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EX-99.1

Exhibit 99.1

MOHEGAN TRIBAL GAMING AUTHORITY COMMENCES TENDER OFFER

FOR ITS 11.5% SECOND LIEN SENIOR SECURED NOTES DUE 2017 AND

RELATED CONSENT SOLICITATION, AND AMENDS EXISTING

LOAN AGREEMENT TO ALLOW EARLY PREPAYMENT

Uncasville, CT, November 4, 2013 – The Mohegan Tribal Gaming Authority, or the Authority, announced today that it has commenced a tender offer to purchase for cash any and all of its 11.5% Second Lien Senior Secured Notes due 2017 (the “Notes”) on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated November 4, 2013, and the related Letter of Transmittal and Consent (together, the “Offer Documents”). Concurrently with the tender offer, the Authority is soliciting consents to proposed amendments to the indenture governing the Notes (the “Indenture”), providing for the elimination of substantially all of the Indenture’s restrictive covenants and elimination or modification of certain events of default and related provisions contained in the Indenture. Holders that tender Notes must also consent to such proposed amendments to the Indenture.

The tender offer will expire at 12:00 midnight, New York City time, on December 3, 2013, unless extended or earlier terminated (the “Expiration Time”). The early tender deadline for the offer will be 5:00 p.m., New York City time, on November 18, 2013, unless extended or earlier terminated (the “Early Tender Deadline”). Holders of Notes must validly tender their Notes and provide their consents at or before the Early Tender Deadline in order to be eligible to receive the total consideration of $1,160.00 per $1,000 principal amount of Notes tendered, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes tendered (the “Total Consideration”).

Notes tendered may be withdrawn and the related consents may be revoked at any time before 5:00 p.m., New York City time, on November 18, 2013 (the “Withdrawal Deadline”), but not thereafter, except as required by applicable law. The tender offer and the consent solicitation are subject to certain conditions, including a financing condition and a condition (the “termination condition’) regarding the termination, or amendment or waiver to permit the tender offer, of the Authority’s existing Loan Agreement, dated as of March 6, 2013, with Wells Fargo Gaming Capital, LLC as Administrative Agent (as amended, supplemented, or otherwise modified from time to time) and the Authority’s existing Fourth Amended and Restated Loan Agreement, dated as of March 6, 2012, with Bank of America, N.A., as Administrative Agent. Holders validly tendering and not withdrawing Notes at or before the Early Tender Deadline will be eligible to receive the Total Consideration (including the early tender payment). Holders validly tendering Notes after the Early Tender Deadline but at or before the Expiration Time will be eligible to receive only the tender offer consideration of $1,130.00 per $1,000 principal amount of Notes (the “Tender Offer Consideration”), namely an amount equal to the Total Consideration less the early tender payment. In addition, Holders whose Notes are purchased in the tender offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, (i) in the case of any Notes accepted for purchase on the Early Acceptance Date (as defined below), the Early Payment Date (as defined below) and (ii) in the case of any remaining Notes accepted for purchase after the Early Acceptance Date, the Final Payment Date (as defined below), as the case may be. Holders may not tender their Notes without delivering their consents pursuant to the consent solicitation and may not deliver consents without tendering their Notes pursuant to the tender offer.

The Authority has reserved the right at any time following the Early Tender Deadline, but prior to the Expiration Time (the “Early Acceptance Date”), to accept for purchase all Notes validly tendered and not validly withdrawn before the Early Acceptance Date. If the Authority elects to exercise this early purchase option, it will pay the Total Consideration or Tender Offer Consideration, as the case may be, for the Notes accepted for purchase on the Early Acceptance Date promptly following the Early Acceptance Date (the “Early Payment Date”). Also, on the Early Payment Date, the Authority will pay accrued and unpaid interest from the last interest payment date to, but not including, the Early Payment Date, on Notes accepted for purchase at the Early Acceptance Date. If the Authority elects to exercise the early purchase option with regard to the Offer, the Authority expects the Early Payment Date will be November 19, 2013.

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Subject to the terms and conditions of the tender offer being satisfied or waived, the Authority will, after the Expiration Time (the “Final Acceptance Date”), accept for purchase all Notes validly tendered at or before the Expiration Time (and not validly withdrawn before the Withdrawal Deadline) (or if the Authority has exercised its early purchase option described above, all Notes validly tendered after the Early Acceptance Date and at or before the Expiration Time). The Authority will pay the Total Consideration or Tender Offer Consideration, as the case may be, for Notes accepted for purchase at the Final Acceptance Date promptly following the Final Acceptance Date (the date of any such payment the “Final Payment Date”). Also, on the Final Payment Date, if any, the Authority will pay accrued and unpaid interest from the last interest payment date to, but not including, the Final Payment Date, on Notes accepted for purchase on the Final Acceptance Date. The Authority expects to redeem any Notes not tendered and purchased pursuant to the tender offer.

The Consent of the Holders of at least a majority in aggregate principal amount outstanding of the Notes is required to authorize the proposed amendments to the Indenture. Assuming that the requisite consents to authorize the proposed amendments are validly delivered and not validly revoked by the Early Tender Deadline, it is expected that a supplemental indenture will be executed with respect to the Indenture (the “Supplemental Indenture”) providing for the proposed amendments promptly after the Early Tender Deadline and before the acceptance of any Notes for purchase pursuant to the tender offer; however, although the Supplemental Indenture will be effective immediately upon its execution and delivery, the proposed amendments will not become operative until the earlier of (1) the Early Payment Date, if any, or (2) the Final Payment Date, as the case may be. If the Proposed Amendments become operative, any Notes remaining outstanding after that date will no longer be entitled to the benefit of substantially all of the restrictive covenants and certain of the events of default contained in the Indenture.

The Authority’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the tender offer, or to make any early tender payment, is conditioned upon the satisfaction or waiver of a number of conditions, including a financing condition that the Authority obtain new senior secured credit facilities in an aggregate principal amount (including revolving commitments thereunder) of not less than $955,000,000, the termination condition, and other conditions as more fully described in the Offer Documents. The tender offer is not conditioned on any minimum participation by holders, including the minimum participation necessary to consummate the consent solicitation. In no event will the information contained in this press release or the Offer Documents regarding the new notes constitute an offer to sell or a solicitation of an offer to buy any new notes pursuant to the financing transaction described in this paragraph or otherwise.

The Authority reserves the right, subject to applicable law, in its sole discretion, to waive any of the conditions of the tender offer or the consent solicitation, in whole or in part, at any time and from time to time. The Authority also reserves the right, subject to applicable law, in its sole discretion, (1) to terminate or withdraw the tender offer or the consent solicitation at any time, provided that no Early Acceptance Date has occurred with respect to the tender offer; (2) to extend the Early Tender Deadline, the Withdrawal Deadline or the Expiration Date; or (3) otherwise to amend the tender offer or consent solicitation in any respect. The Authority may extend the Early Tender Deadline without extending the Withdrawal Deadline. The Authority may also delay acceptance for purchase of Notes tendered pursuant to the tender offer or the payment of Notes accepted for purchase pursuant to the tender offer in order to comply with any applicable law, subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, which requires that the Authority pay the consideration offered or return the Notes deposited by or on behalf of Holders promptly after the termination or withdrawal of the Offer.

RBS Securities Inc. is acting as dealer manager for the tender offer and solicitation agent for the consent solicitation and D.F. King & Co., Inc. is acting as information agent and tender agent and depositary for the tender offer and the consent solicitation. RBS Securities Inc. can be contacted at (877) 297-9832 or (203) 897-6145.

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The Offer Documents will be distributed to holders of Notes promptly. Additional copies of the Offer Documents and other related documents may be obtained by calling D.F. King & Co., Inc. at (212) 269-5550 (for banks and brokers only) or (800) 549-6650 (toll free).

The tender offer and the consent solicitation are being made solely on the terms and subject to the conditions set forth in the Offer Documents. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities. This press release also is not a solicitation of consents to the proposed amendments to the Indenture. No recommendation is made as to whether holders of Notes should tender their Notes or deliver their consent. Holders of Notes should carefully read the Offer Documents because they contain important information, including the various terms and conditions of the tender offer and the consent solicitation.

The Authority also announced that on November 1, 2013, it entered into an amendment to its Loan Agreement, dated as of March 6, 2012, among the Authority, the Tribe, the lenders party thereto and Wells Fargo Gaming Capital, LLC, as Administrative Agent, to permit prepayment of all or part of the term loans outstanding thereunder at a customary “make-whole” premium based on the treasury rate plus 50 basis points.

About the Authority

The Authority is an instrumentality of the Mohegan Tribe of Indians of Connecticut, or the Tribe, a federally-recognized Indian tribe with an approximately 544-acre reservation situated in southeastern Connecticut, adjacent to Uncasville, Connecticut. The Authority has been granted the exclusive authority to conduct and regulate gaming activities on the existing reservation of the Tribe, including the operation of Mohegan Sun, a gaming and entertainment complex located on a 185-acre site on the Tribe’s reservation. Through its subsidiary, Downs Racing, L.P., the Authority also owns and operates Mohegan Sun at Pocono Downs, a gaming and entertainment facility located on a 400-acre site in Plains Township, Pennsylvania, and several off-track wagering facilities located elsewhere in Pennsylvania.

The Tribe’s 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. Mohegan Sun currently operates in an approximately 3.1 million square-foot facility, which includes Casino of the Earth, Casino of the Sky, Casino of the Wind, 100,000 square feet of retail space, including The Shops at Mohegan Sun, a 10,000-seat Mohegan Sun Arena, a 350-seat Cabaret Theatre, 100,000 square feet of meeting and convention space and the approximately 1,200-room luxury Sky Hotel Tower. Mohegan Sun at Pocono Downs operates in an approximately 400,000-square-foot facility, offering traditional slot machines and table games, live harness racing and simulcast and off-track wagering, several dining and retail options and a bus passenger lounge. More information about the Authority and its properties can be obtained by visiting www.mohegansun.com, www.mohegansunpocono.com or www.mtga.com.

Forward-Looking Statements

Some information included in this press release may contain 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. These statements can sometimes be identified by the use of forward-looking words such as “may,” “will,” “anticipate,” “estimate,” “expect” or “intend” and similar expressions. Such forward-looking information may involve important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of the Authority. Information concerning potential factors that could affect the Authority’s financial results is included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2012, as well as in the Authority’s other reports and filings with the Securities and Exchange Commission. Any forward-looking statements included in this press release are made only as of the date of this release. The Authority does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Authority cannot assure that projected results or events will be achieved or will occur.

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Press Release:

Mohegan Tribal Gaming Authority, Uncasville, Connecticut, November 4, 2013

Contacts:

Mitchell Grossinger Etess

Chief Executive Officer

Mohegan Tribal Gaming Authority

(860) 862-8000

Mario C. Kontomerkos

Chief Financial Officer

Mohegan Tribal Gaming Authority

(860) 862-8000

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