S-4

As filed with the Securities and Exchange Commission on January 29, 2016

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Mohegan Tribal Gaming Authority

(Exact name of registrant as specified in its charter)

Not Applicable	7011	06-1436334
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

One Mohegan Sun Boulevard

Uncasville, CT 06382

(860) 862-8000

(Address, including zip code and telephone number, including area code of registrants’ principal executive offices)

Kevin P. Brown

Chairman and Member of the Management Board

Mohegan Tribal Gaming Authority

One Mohegan Sun Boulevard

Uncasville, CT 06382

(860) 862-8000

(Name, address, including zip code and telephone number, including area code of agent for service)

Copy to:

Joshua A. Feltman, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

(212) 403-1000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price per Security (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee
9.75% Senior Notes due 2021	$85,000,000	100%	$85,000,000	$8,559.50
Guarantees of 9.75% Senior Notes due 2021	(2)	(2)	(2)	(2)

(1) Calculated in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended, based upon the book value of the 9.75% Senior Notes due 2021 sought in the exchange.

(2) The 9.75% Senior Notes due 2021 will be the obligations of the Mohegan Tribal Gaming Authority and will be guaranteed by its wholly owned subsidiaries listed in the Table of Guarantors on the following page. No additional consideration will be paid by the recipients of the notes for the guarantees and the guarantees will not be separately traded. Pursuant to Rule 457(n), no separate fee is payable for the guarantees.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF GUARANTORS

Exact Name of Registrant as Specified in its Charter*	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code	I.R.S. Employer Identification Number
Backside, L.P.	Pennsylvania	7011	20-2157233
Downs Racing, L.P.	Pennsylvania	7011	20-2157338
Mill Creek Land, L.P.	Pennsylvania	7011	20-2157263
Mohegan Basketball Club LLC	Mohegan Tribe of Indians of Connecticut	7011	03-0509165
Mohegan Commercial Ventures PA, LLC	Pennsylvania	7011	06-1737551
Mohegan Golf, LLC	Mohegan Tribe of Indians of Connecticut	7011	84-1719756
Mohegan Ventures-Northwest, LLC	Mohegan Tribe of Indians of Connecticut	7011	59-3788277
Mohegan Ventures Wisconsin, LLC	Mohegan Tribe of Indians of Connecticut	7011	68-0645336
MTGA Gaming, LLC	Delaware	7011	26-0636884
Northeast Concessions, L.P	Pennsylvania	7011	20-2157284
Wisconsin Tribal Gaming, LLC	Delaware	7011	68-0645337

* All subsidiary guarantor registrants have the following principal executive office:

c/o Mohegan Tribal Gaming Authority

One Mohegan Sun Boulevard

Uncasville, CT 06382

(860) 862-8000

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated January 29, 2016

PROSPECTUS

$85,000,000

Mohegan Tribal Gaming Authority

Offer To Exchange

9.75% Senior Notes due 2021,

Which Have Been Registered Under the Securities Act,

For Any And All Outstanding

9.75% Senior Notes due 2021 issued on August 11, 2015

We are offering to exchange $85,000,000 aggregate principal amount of our 9.75% senior notes due 2021 registered under the Securities Act (the “exchange notes”) for our unregistered outstanding 9.75% senior notes due 2021 issued on August 11, 2015 (the “outstanding notes”). The outstanding notes are an additional issuance of our 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 (the “unregistered original notes”) in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes (the “registered original notes”) issued on March 12, 2014.

The outstanding notes have the same terms and are treated as the same class as the registered original notes. Following the completion of this exchange offer, the exchange notes will be fungible with, and have the same CUSIP number as, the registered original notes. The aggregate principal amount of notes is $585,000,000. Unless the context otherwise requires, references to notes means the unregistered original notes, the registered original notes, the outstanding notes and the exchange notes collectively. Our wholly-owned subsidiaries, Mohegan Basketball Club LLC, Mohegan Commercial Ventures PA, LLC, Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P., Northeast Concessions, L.P. Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC, Mohegan Ventures Wisconsin, LLC, Wisconsin Tribal Gaming, LLC and MTGA Gaming, LLC are the guarantors of the notes on an unsecured senior basis. The terms of the exchange notes are substantially identical to the terms of the outstanding notes except that the exchange notes are registered under the Securities Act of 1933 (the “Securities Act”) and, therefore, are freely transferable.

Material Terms of the Exchange Offer

• The exchange offer will expire at 5:00 p.m., New York City time, on             , 2016, unless extended. However, in no event will the exchange offer be open for more than 30 business days.

• You may withdraw tenders of outstanding notes at any time before the expiration of the exchange offer.

• We will not receive any proceeds from the exchange offer.

• You may only tender the outstanding notes in denominations of $2,000 and whole multiples of $1,000 in excess thereof.

• The exchange offer is subject to customary conditions.

• If you fail to tender your outstanding notes, you will continue to hold unregistered securities and your ability to transfer them could be adversely affected.

Please see “Risk Factors” beginning on page 13 for a discussion of factors that you should consider in connection with the exchange offer.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer described in this prospectus must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. The Letter of Transmittal provided in connection with the exchange offer 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 outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date (as described herein), we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

We are not making this exchange offer in any state where it is not permitted.

None of the National Indian Gaming Commission, the Bureau of Indian Affairs, the U.S. Securities and Exchange Commission or any other federal or state agency has approved or disapproved of the notes to be exchanged in the exchange offer, nor have any of these organizations determined that this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is             , 2016.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		13
Cautionary Note Regarding Forward-Looking Statements		28
Market and Industry Data		29
Ratio of Earnings to Fixed Charges		29
Use of Proceeds		30
Selected Financial Data		31
Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Business		60
Directors, Executive Officers and Corporate Governance		81
Executive Compensation		84
Certain Relationships and Related Transactions, and Director Independence		90
The Exchange Offer		94
Description of Certain Indebtedness		103
Description of the Exchange Notes		106
Book-Entry, Delivery and Form		159
Certain U.S. Federal Income Tax Considerations		162
Plan of Distribution		164
Legal Matters		165
Experts		165
Where You Can Get More Information		166
Index to Consolidated Financial Statements		F-1

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that is important to you. This summary is qualified in its entirety by the more detailed information that is contained elsewhere in this prospectus, including our financial statements, the notes thereto and the other financial data contained herein. You should read this prospectus carefully, particularly the section entitled “Risk Factors” and the financial statements and the related notes to those statements, and the other documents to which this prospectus refers you, including the Letter of Transmittal. References in this prospectus to the “Authority” are to the Mohegan Tribal Gaming Authority. References in this prospectus to the “Mohegan Tribe” or the “Tribe” are to the Mohegan Tribe of Indians of Connecticut. The terms “we,” “us” and “our” refer to the Authority.

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 595-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988, or IGRA, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal 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.

Our principal executive office and mailing address is One Mohegan Sun Boulevard, Uncasville, CT 06382. Our telephone number is (860) 862-8000. Our website is www.mtga.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) under the Securities Exchange Act of 1934 (the “Exchange Act”) are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

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 September 30, 2015, Casino of the Earth offered:

• approximately 188,000 square feet of gaming space;

• approximately 2,605 slot machines and 135 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, 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, Sunrise Square Food Court, a Hong Kong-style food outlet offering authentic Southeast Asian cuisine, Frank Pepe Pizzeria Napoletana, Hash House a Go Go, Fidelia’s Market, an approximately 290-seat multi-station food court, and Carlo’s Bakery operated by third-parties, for a total restaurant seating of approximately 2,155;

• 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 September 30, 2015, Casino of the Sky offered:

• approximately 119,000 square feet of gaming space;

• approximately 2,015 slot machines and 115 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

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

Casino of the Wind

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

• approximately 45,000 square feet of gaming space;

• approximately 520 slot machines, 25 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.

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 Wolves franchise, 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.

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Mohegan Sun Pocono currently operates in an approximately 400,000-square-foot facility, which includes the following as of September 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.

Strategy

Our overall strategy is to profit from gaming in our core markets, as well as to diversify the Tribe’s business interests within the gaming industry. Mohegan Sun primarily receives patronage from guests residing within 100 miles of Mohegan Sun, which represents our primary market. Mohegan Sun also receives patronage from guests residing within a 100 to 200 mile radius, which represents our secondary market. With the completion of Project Sunburst in 2002, we have developed Mohegan Sun into a full-scale entertainment and destination resort. The addition of Casino of the Wind and Sunrise Square further strengthens our presence in the Northeast United States gaming market. We have also taken significant steps in our diversification efforts with the addition of our Mohegan Sun Pocono operations and joint venture and management arrangement with the owner of Resorts Casino Hotel in Atlantic City, New Jersey, as well as our development and management agreements with the Cowlitz Indian Tribe for the Cowlitz casino project in Clark County, Washington.

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.

Diversification

The Tribe has determined that it is in its best interest to pursue diversification of its business interests, both directly and through us. As a result, from time to time, we and the Tribe pursue various business opportunities. These opportunities primarily include proposed development and/or management of, investment in or ownership of additional gaming operations through direct investments, acquisitions, joint venture arrangements and loan or financial/credit support transactions. In addition to the pursuits described below, we and the Tribe are currently exploring other opportunities; however we can provide no assurance that we or the Tribe will continue to pursue any of these opportunities or that any of them will be consummated.

Management of Resorts Casino Hotel

In 2012, we formed Mohegan Gaming Advisors, LLC, or Mohegan Gaming Advisors, as our wholly-owned unrestricted subsidiary, to pursue gaming opportunities outside the State of Connecticut, including

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management contracts and consulting agreements for casino and entertainment properties in the United States. Mohegan Gaming Advisors holds 100% membership interests in MGA Holding NJ, LLC and MGA Gaming NJ, LLC, or collectively, the Mohegan NJ entities. The Mohegan NJ entities were formed to pursue management contracts and consulting agreements in the State of New Jersey. In October 2012, Mohegan Gaming Advisors, through the Mohegan NJ entities, entered into a joint venture and management arrangement with the owner of Resorts Casino Hotel in Atlantic City, New Jersey, pursuant to which it manages the facility and owns 10% of the facility and affiliated on-line gaming businesses.

Cowlitz Project

In July 2004, we formed Mohegan Ventures-Northwest, LLC, or Mohegan Ventures-NW, as our wholly-owned unrestricted subsidiary. Mohegan Ventures-NW is one of three current members in Salishan-Mohegan, LLC, or Salishan-Mohegan, which was formed to participate in the Cowlitz Project, a proposed casino to be owned by the Cowlitz Tribe and to be located on the Cowlitz reservation in Clark County, Washington. Mohegan Ventures-NW, Salishan Company, LLC, an unrelated entity, and a subsidiary of the Tribe hold membership interests in Salishan-Mohegan of 49.15%, 40% and 10.85%, respectively. Salishan-Mohegan holds a 100% membership interest in Salishan-Mohegan Two, LLC and Interchange Development Group, LLC, both of which were formed to acquire certain property related to the 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 assists in securing financing, as well as administration and oversight of 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, or the NIGC. 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. As of September 30, 2015, 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. As of September 30, 2015, the Authority accrued 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

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the court in October 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. The plaintiffs subsequently appealed and such appeals remain pending before the Court of Appeals for the District of Columbia Circuit. We can provide no assurance as to the outcome of these appeals or any future litigation.

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.

Construction of the Cowlitz Project commenced on September 18, 2015. We can provide no assurance that remaining permits or approvals related to construction and opening or other remaining steps and conditions for the Cowlitz Project site to be approved for gaming will be satisfied. Furthermore, we can provide no assurance as to the outcome of the pending federal court appeal or any future litigation relating to the Cowlitz Project.

On December 4, 2015, the Cowlitz Tribal Gaming Authority, or the CTGA, closed on its financing for the Cowlitz Project. The financing provides funding for construction of the Cowlitz Project and a partial repayment of reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project, or the Salishan-Mohegan receivables. In connection with this transaction, Salishan-Mohegan was repaid $19.4 million of the Salishan-Mohegan receivables, a portion of which was used to repay certain outstanding debt of Salishan-Mohegan. In accordance with the terms of the development agreement, as amended, the remaining outstanding Salishan-Mohegan receivables are to be repaid in equal monthly installments over a seven-year period beginning in the first month following the opening of the Cowlitz Project, plus accrued interest at a rate equal to 1.0% above the Cowlitz Project financing rate, or 12.5%. Pursuant to the development agreement, repayment of the Salishan-Mohegan receivables may accelerate depending on the level of available cash at the end of each fiscal year, subject to certain conditions as set forth in the development agreement, including conditions of the Cowlitz financing. Also in connection with the Cowlitz financing, Salishan-Mohegan assigned the lease for the Cowlitz Project site to CTGA.

Korea

In April 2015, we entered into a memorandum of understanding with the Incheon International Airport Corporation, the owner and operator of the Incheon International Airport in South Korea, near Seoul, for the long-term lease of land for the development of an integrated resort and casino. In June 2015, Mohegan Gaming Advisors formed Inspire Integrated Resort Co., Ltd., or Inspire Integrated Resort, under the laws of the Republic of Korea (South) to pursue the licensing for the project. In June 2015, Inspire Integrated Resort responded to a request for concepts issued by the Ministry of Culture, Sports and Tourism of South Korea, and, in November 2015, Inspire Integrated Resort submitted a proposal in response to a request for proposals issued by the same agency, pursuant to which up to two new integrated resort licenses may be issued, with casinos that would cater to foreigners under Korean law.

Connecticut

MMCT Venture, LLC, or MMCT, our new joint venture with the Mashantucket Pequot Tribe, or the MPT, has proposed to develop and operate an off-reservation casino in northern Connecticut. In October 2015, MMCT issued a Request For Proposals for sites to locate the proposed casino and received five proposals. MMCT is currently in the process of evaluating the proposals and plans to seek approval by the State of Connecticut to pursue the proposed off-reservation casino during the 2016 legislative session.

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SUMMARY OF THE EXCHANGE OFFER

The Exchange Offer	We are offering to exchange up to $85,000,000 in aggregate principal amount of our exchange notes, which have been registered under the Securities Act, for an equal principal amount of our outstanding notes, which were issued in a private placement in August 2015.
	In order for your outstanding notes to be exchanged, you must properly tender them before the expiration of the exchange offer. All outstanding notes that are validly tendered and not validly withdrawn will be exchanged. We will issue the exchange notes promptly after the exchange offer expires.
	You may tender your outstanding notes for exchange in whole or in part in denominations of $2,000 of principal amount and integral multiples of $1,000 in excess thereof.
Registration Rights Agreement	In connection with our sale of the outstanding notes to the initial purchasers we signed a registration rights agreement that requires us to conduct this exchange offer.
	You have the right under the registration rights agreement to exchange your outstanding notes for exchange notes with substantially identical terms. This exchange offer is intended to satisfy this right. If we fail to comply with certain of our obligations under the registration rights agreement, we will be required to pay additional interest to the affected holders of the notes. See “Description of the Exchange Notes—Exchange Offer; Registration Rights.”
Consequences of Failure to Exchange Your Outstanding Notes	If you do not exchange your outstanding notes for exchange notes in the exchange offer, your ability to transfer your outstanding notes will continue to be subject to the restrictions provided in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold unless registered or exempt from registration under the Securities Act, or in a transaction not subject to the Securities Act and applicable state securities laws. The trading market for your outstanding notes will become more limited to the extent that other holders of outstanding notes participate in the exchange offer.
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on , 2016 unless extended by us, in which case the expiration date will mean the latest date and time to which the exchange offer is extended. However, in no event will the exchange offer be open for more than 30 business days. See “The Exchange Offer—Expiration Date; Extensions; Amendments.”
Conditions to the Exchange Offer	The exchange offer is subject to conditions which we may waive in our sole and absolute discretion. The exchange offer is not conditioned upon any minimum principal amount of outstanding notes being tendered for exchange. See “The Exchange Offer—Conditions to the Exchange Offer.”
	We reserve the right in our sole and absolute discretion, subject to applicable law, at any time and from time to time:
	•    to delay the acceptance of the outstanding notes;

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	•	to terminate the exchange offer if specified conditions have not been satisfied;
	•	to extend the expiration date of the exchange offer and retain all tendered outstanding notes, subject, however, to the right of tendering holders to withdraw their tender of outstanding notes; and
	•	to waive any condition or otherwise amend the terms of the exchange offer in any respect.
	See “The Exchange Offer—Expiration Date; Extensions; Amendments.”
Procedures for Tendering Outstanding Notes	If you wish to tender outstanding notes held through The Depository Trust Company, or DTC, and wish to accept the exchange offer, you must do so through DTC’s Automated Tender Offer Program, or ATOP, pursuant to which you will agree to be bound by the Letter of Transmittal. See “The Exchange Offer—Exchange Offer Procedures; Resales of Exchange Notes.”
	Some brokers, dealers, commercial banks, trust companies and other nominees also may effect tenders by book-entry transfer.
	By executing or agreeing to be bound by the Letter of Transmittal, you will be making a number of important representations to us, as described under the “The Exchange Offer—Purpose and Effect of the Exchange Offer.”
	Please do not send your Letter of Transmittal or certificates representing your outstanding notes to us. Those documents should be sent only to the exchange agent. Questions regarding how to tender your outstanding notes and requests for information should be directed to the exchange agent. See “The Exchange Offer—Exchange Agent.”
Special Procedures for Beneficial Owners	If your outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact such person promptly if you wish to tender your outstanding notes. See “The Exchange Offer—Exchange Offer Procedures; Resales of Exchange Notes.”
Withdrawal Rights	You may withdraw the tender of your outstanding notes at any time before the expiration date. To do this, you should deliver a written notice of your withdrawal to the exchange agent according to the withdrawal procedures described under the heading “The Exchange Offer—Withdrawal Rights.”
Resale of Exchange Notes	We believe that you will be able to offer for resale, resell or otherwise transfer exchange notes issued in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:
	•	you are acquiring the exchange notes in the ordinary course of your business;
	•	you are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes; and
	•	you are not an “affiliate” within the meaning of Rule 405 of the Securities Act.

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	Our belief is based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us. See “The Exchange Offer—Exchange Offer Procedures; Resales of Exchange Notes.” The staff of the SEC has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer. See “The Exchange Offer—Purpose and Effect of the Exchange Offer” for additional representations that are required.
	If our belief is not accurate and you transfer an exchange note without delivering a prospectus meeting the requirements of the Securities Act or without an exemption from such requirements, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, such liability.
	Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes which were acquired by such broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes. A broker-dealer may use this prospectus for an offer to sell, resale or other transfer of exchange notes. See “Plan of Distribution.”
Exchange Agent	The exchange agent for the exchange offer is U.S. Bank National Association. The address and the telephone and facsimile numbers of the exchange agent are shown in “The Exchange Offer—Exchange Agent” section of this prospectus and in the Letter of Transmittal.
Use of Proceeds	We will not receive any cash proceeds from the issuance of the exchange notes offered hereby. See “Use of Proceeds.”
U.S. Federal Income Tax Consequences	The exchange of your outstanding notes for exchange notes pursuant to the exchange offer will not be a taxable exchange for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations.”

See “The Exchange Offer” for more detailed information concerning the exchange offer.

SUMMARY OF THE TERMS OF THE NOTES

The exchange offer relates to the exchange of up to $85.0 million principal amount of exchange notes for up to an equal principal amount of outstanding notes. The outstanding notes are an additional issuance of our 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes issued on March 12, 2014.

The outstanding notes have the same terms and are treated as the same class as the registered original notes. Following the completion of this exchange offer, the exchange notes will be fungible with, and have the same CUSIP number as, the registered original notes. The aggregate principal amount of notes is $585,000,000. The form and terms of the exchange notes are substantially identical to the form and terms of the outstanding notes, except the exchange notes will be registered under the Securities Act and will not bear legends restricting their transfer. The exchange notes will evidence the same debt as the outstanding notes which they replace. The unregistered original notes, the registered original notes, the outstanding notes and the exchange notes, which we refer to collectively as the “notes” unless the context otherwise requires, are governed by the same indenture.

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Issuer	Mohegan Tribal Gaming Authority.
Securities Offered	$85.0 million in total principal amount of 9.75% Senior Notes due 2021.
Registered Original Notes	The outstanding notes are an additional issuance of our 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes. The outstanding notes have the same terms and are treated as the same class as the registered original notes. Following the completion of this exchange offer, the exchange notes will be fungible with, and have the same CUSIP number as, the registered original notes. The aggregate principal amount of notes is $585,000,000.
Maturity	September 1, 2021.
Interest Payment Dates	March 1 and September 1 of each year, beginning March 1, 2016.
Guarantees	The notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured, senior basis by all of the Authority’s restricted subsidiaries as of the date of this prospectus (which are Mohegan Basketball Club LLC (which we sometimes refer to as “MBC”), Mohegan Commercial Ventures PA, LLC, Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P. (which we sometimes refer to collectively as the “Pocono subsidiaries” or “Pocono Downs subsidiaries”), Mohegan Ventures-Northwest, LLC (which we sometimes refer to as “Mohegan Ventures-NW”), Mohegan Golf, LLC (which we sometimes refer to as “Mohegan Golf”), Mohegan Ventures Wisconsin, LLC (which we sometimes refer to as “MVW”), Wisconsin Tribal Gaming, LLC (which we sometimes refer to as “WTG”) and MTGA Gaming, LLC (which we sometimes refer to as “MTGA Gaming”)) and any future restricted subsidiaries which guarantee other indebtedness of the Authority or incur indebtedness in excess of $50.0 million. The existing and future unrestricted subsidiaries of the Authority do not guarantee the notes. Further, while consolidated for financial reporting purposes, certain entities in which the Authority has a direct or indirect ownership interest or investment interest (which we refer to collectively as the “investment entities”) are not subsidiaries of the Authority and do not guarantee the notes. As of and for the twelve months ended September 30, 2015, the existing unrestricted subsidiaries and investment entities of the Authority, in the aggregate, accounted for approximately 6.1% of consolidated assets and 0.7% of the consolidated net revenues of the Authority.
Ranking	The notes and the guarantees are the Authority’s and the guarantors’ unsecured, senior obligations and:
	•	rank equally in right of payment with all of the Authority’s and the guarantors’ existing and future unsecured, senior indebtedness;
	•	rank senior in right of payment to all of the Authority’s and the guarantors’ existing and future indebtedness that by its terms is subordinated to the notes and the guarantees; and

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	•	are effectively subordinated to all of the Authority’s and the guarantors’ secured indebtedness, to the extent of the collateral securing such indebtedness.
Optional Redemption	Prior to September 1, 2016, we may redeem some or all of the notes at a redemption price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest and “Additional Interest” (as described in this prospectus) if any, to the redemption date, plus the “make-whole” premium described in this prospectus. On or after September 1, 2016, we may redeem some or all of the notes at the redemption prices set forth in this prospectus, plus accrued and unpaid interest, if any, to the redemption date. See “Description of the Exchange Notes—Special and Optional Redemptions—Optional Redemption.”
Special Redemption	The Authority may at any time redeem a holder’s notes or require a holder to dispose of the notes if (1) any gaming regulatory authority requires such holder to be licensed, qualified or found suitable under applicable gaming laws in order for the Authority to obtain or maintain any gaming license or franchise and (2) the holder does not obtain such license, qualification or finding of suitability within the required time periods and at its own cost and expense. Any such redemption will be at the price described in “Description of the Exchange Notes—Special and Optional Redemptions—Special Redemption.”
Change of Control	If certain change of control events occur, the Authority will be required to offer to repurchase the notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest and Additional Interest (as described in this prospectus), if any. See “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control.”
Basic Covenants of the Indenture	The indenture governing the notes contains covenants limiting the Authority’s and the Authority’s restricted subsidiaries’ ability to, among other things:
	•	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; and
	•	transfer and sell assets.
	These covenants are subject to a number of important limitations and exceptions. See “Description of the Exchange Notes—Certain Covenants.”

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Notes Will Not be Listed The registered original notes and the outstanding notes are not listed, and the Authority does not intend to apply for the exchange notes to be listed, on any securities exchange or to arrange for quotation on any automated dealer quotation system. As a result, the Authority cannot assure you as to the liquidity of any trading market for the notes.

Risk Factors

Investment in the notes involves a high degree of risk. See “Risk Factors” beginning on page 13 for a discussion of some of the factors that you should consider carefully before tendering any outstanding notes for exchange notes.

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RISK FACTORS

You should consider carefully the following risk factors, as well as all other information contained in this prospectus, before tendering your outstanding notes for exchange notes in this exchange offer.

Risks Related to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition.

We currently have and will continue to have a substantial amount of indebtedness. As of September 30, 2015, our debt totaled approximately $1.7 billion.

Our substantial indebtedness could have significant adverse effects on our business. Such adverse effects include, but are not limited to, the following:

• make it more difficult for us to satisfy our debt service obligations;

• increase our vulnerability to adverse economic, industry and competitive conditions;

• require us to dedicate a substantial portion of our cash flows from operations to repayment of our indebtedness, thereby reducing the availability of our cash flows to fund working capital requirements, capital expenditures and other general operating requirements;

• limit our flexibility in planning for, or reacting to, changes in our business and the gaming industry, which may place us at a disadvantage compared to our competitors with stronger liquidity positions, thereby negatively affecting our results of operations and ability to meet our debt service obligations;

• restrict us from exploring or taking advantage of business opportunities;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit, along with the financial and other restrictive covenants in our outstanding indebtedness, our ability to borrow additional funds for working capital requirements, capital expenditures, acquisitions, investments, debt service requirements, execution of our business strategy or other general operating requirements on satisfactory terms or at all.

In addition, our senior secured credit facilities and the note indentures and other debt agreements governing our existing senior and senior subordinated notes contain, and the agreements evidencing or governing other future indebtedness may contain, restrictive covenants that limit our ability to engage in activities that may be in our best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of the required repayment of some or all of our indebtedness.

We, the Tribe and our wholly-owned subsidiaries may not be subject to federal bankruptcy laws, which could impair the ability of creditors to participate in the realization on our or our subsidiaries’ assets or the restructuring of related liabilities if we are unwilling or unable to meet our debt service obligations.

We, the Tribe and our wholly-owned subsidiaries that are Tribal entities may or may not be subject to, or permitted to seek protection under, federal bankruptcy laws since an Indian tribe and us, as an instrumentality of the Tribe, may or may not be eligible to be a debtor under the U.S. Bankruptcy Code. Therefore, our creditors may not be able to seek liquidation of our or any of the other Tribal entities’ assets or other action under federal bankruptcy laws. Also, the Gaming Disputes Court may lack powers typically associated with a federal bankruptcy court, such as the power to non-consensually alter liabilities, direct the priority of creditors’ claims and liquidate certain assets. The Gaming Disputes Court is a court of limited jurisdiction and may not have jurisdiction over all creditors of ours or our subsidiaries or over all of the territory in which we and our subsidiaries carry on business.

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Risks Related to Our Business

A person or entity’s ability to enforce its rights against us is limited by our sovereign immunity and that of the Tribe, MBC, Mohegan Golf, Mohegan Ventures-NW, MVW, WTG and, to the extent applicable, the Pocono subsidiaries and MTGA Gaming.

Although we, the Tribe, MBC, Mohegan Ventures-NW, Mohegan Golf, MVW, WTG and to the extent applicable, the Pocono subsidiaries and MTGA Gaming, or collectively, the Tribal entities, each have sovereign immunity and generally may not be sued without our and their respective consents, a limited waiver of sovereign immunity and consent to suit has been granted in connection with substantially all of our outstanding indebtedness. Each such waiver includes suits against us to enforce our obligation to repay certain outstanding indebtedness. Generally, waivers of sovereign immunity have been held to be enforceable against Indian tribes. In the event that any waiver of sovereign immunity is held to be ineffective, a claimant could be precluded from judicially enforcing its rights and remedies. With limited exceptions, the Tribal entities have not waived sovereign immunity from private civil suits, including violations of the federal securities laws. For this reason, a claimant may not have any remedy against any of the Tribal entities for violations of federal securities laws.

If an entity that has sovereign immunity waives its immunity and consents to suit in federal and/or state court, disputes may be brought in a federal or state court that has jurisdiction over the matter. However, federal courts may not exercise jurisdiction over disputes not arising under federal law or between litigants that are not citizens of different states, and some courts have ruled that an Indian tribe is not a citizen of any state for purposes of obtaining federal diversity jurisdiction. The extent to which state courts will assume jurisdiction over disputes involving Indian tribes varies from state to state. In addition, the Tribe’s Constitution has established a special court, the Gaming Disputes Court, to rule on disputes with respect to Mohegan Sun. The federal and state courts, under the doctrines of comity and exhaustion of tribal remedies, may (1) defer to the jurisdiction of the Gaming Disputes Court or (2) require that any plaintiff exhaust its remedies in the Gaming Disputes Court before bringing any action in federal or state court. Thus, there may be no available federal or state court forum for adjudication of a dispute with an entity that has sovereign immunity.

The limited waiver of sovereign immunity that has been granted in connection with our outstanding indebtedness additionally provides that in the event that none of the specified federal or state courts accept or exercise jurisdiction over a dispute, claims may be brought in arbitration proceedings with enforcement of arbitration awards in courts of competent jurisdiction. Such a dispute would not be decided by a judge, but by an arbitrator appointed in accordance with the commercial arbitration rules of the American Arbitration Association. The scope of a party’s ability to conduct discovery with respect to such a dispute, and the time in which the party is permitted to do so, are more limited than in a judicial proceeding. If any party does not prevail in a dispute before an arbitrator, that party’s ability to appeal the arbitrator’s decision will be limited. Federal and state courts typically are required to enforce a proper arbitration award without a re-examination of the merits of the decision. Enforcement of arbitration awards in the Gaming Disputes Court may not be subject to the same limitations on such re-examination.

If an event of default occurs in connection with our indebtedness, no assurance can be given that a forum will be available to creditors other than arbitration with enforcement of arbitration awards in the Gaming Disputes Court. In such court, there are presently limited precedents for the interpretation of Tribal law with respect to insolvency. Any execution of a judgment of the Gaming Disputes Court or any other court on Tribal lands will require the cooperation of the Tribe’s officials in the exercise of their police powers. Thus, to the extent that a judgment of the Gaming Disputes Court must be executed on Tribal lands, the practical realization of any benefit of such a judgment will be dependent upon the willingness and ability of Tribal officials to carry out such judgment. In addition, the land on which Mohegan Sun is located is owned by the United States in trust for the Tribe, and our creditors and the creditors of the Tribe may not foreclose upon or obtain title to the land. Additionally, although we do not presently hold any material fee interest in real property, if we did in the future, federal law may not allow for real property interest to be mortgaged or, if mortgaged, transferred as a result of foreclosure.

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Any rights as a creditor are limited to our assets and those of our guarantor subsidiaries.

Any rights as a creditor in a bankruptcy, if applicable, liquidation or reorganization or similar proceeding would be limited to our assets and the assets of our guarantor subsidiaries, and would not encompass the assets of any other subsidiary that is not a guarantor, the Tribe or its other affiliates.

Our failure to generate sufficient cash flows and current and future economic and credit market conditions could adversely affect our ability to fulfill our debt service obligations or refinance our indebtedness.

Our ability to make payments on and to refinance our indebtedness will depend upon our ability to generate cash flows from operations in the future and current and future economic and credit market conditions. Our ability to generate cash flows is subject to financial, economic, political, competitive, regulatory and other factors beyond our control. We continue to monitor revenues and manage expenses and enhance operating efficiencies to ensure continued compliance with our financial covenant requirements under our senior secured credit facilities, note indentures and other debt agreements. While we anticipate that we will remain in compliance with all covenant requirements for all periods prior to maturity, we may need to increase revenues or offset any future declines in revenues by implementing 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; however, we can provide no assurance that we would be able to obtain such waivers or consents. If we are unable to obtain such waivers or consents, we would be in default under our debt documents, 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. There is also a risk that the banks that participate in our senior secured credit facilities may not be able to perform when we request additional funds to be advanced to us under such facilities. If funds are not available to be drawn under the terms of our senior secured credit facilities, we may not be able to secure additional financing.

Restrictions contained in our senior secured credit facilities, note indentures and other debt agreements to which we are a party may impose limits on our ability to pursue our business strategies.

Our senior secured credit facilities, note indentures and other debt agreements to which we are a party contain customary operating and financial restrictions that limit our discretion on various business matters. These restrictions include, among other things, covenants limiting our ability to:

• incur additional indebtedness;

• pay dividends or make other distributions;

• make certain investments;

• use assets as security in other transactions;

• sell certain assets or merge with or into another person;

• grant liens;

• make capital expenditures; and

• enter into transactions with affiliates.

These restrictions may, among other things, reduce our flexibility in planning for, or reacting to, changes in our business and the gaming industry in general and thereby may negatively impact our financial condition, results of operations and our ability to meet our debt service obligations.

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Our senior secured credit facilities require us to maintain a fixed charge coverage ratio and not to exceed certain ratios of secured leverage and total leverage, as defined under the senior secured credit facilities. If these ratios are not maintained or are exceeded, as applicable, it may not be possible for us to borrow additional funds to meet our financial obligations.

In addition, our indentures and other debt agreements place certain limitations on our ability to incur indebtedness. Under these indentures and other debt agreements, we are generally able to incur indebtedness that otherwise may be restricted, provided we meet a minimum fixed charge coverage ratio, as defined. If we were to fall below the minimum fixed charge coverage ratio, our ability to incur additional debt would be limited and subject to other applicable exceptions contained in the indentures and other debt agreements, and the options available to us to refinance our existing indebtedness would be restricted. In such event, we may need to obtain waivers or consents from our lenders in order to obtain additional debt or refinance our existing debt on satisfactory terms; however, we cannot assure you that we would be able to obtain such waivers or consents. In such event, it may not be possible for us to borrow additional funds to meet our obligations or refinance our maturities. At September 30, 2015, we were above the minimum fixed charge coverage ratio.

Additionally, our failure to comply with covenants in our debt instruments could result in an event of default, which, if not cured or waived, could result in the acceleration of the required repayment of some or all of the then-outstanding amounts of such debt and an inability to make debt service payments, which could have a material adverse effect on us.

Continued weakness or a further downturn in the United States economy could negatively impact our financial performance.

During periods of economic contraction, our revenues may decrease while some of our costs remain fixed, resulting in decreased earnings since gaming and other leisure activities that we offer are discretionary expenditures and participation in such activities may decline during economic downturns because consumers have less disposable income. Even an uncertain economic outlook may adversely affect consumer spending in our gaming operations and related facilities, because consumers spend less in anticipation of a potential economic downturn.

The most recent economic recession negatively impacted consumer confidence and the amount of consumer spending at Mohegan Sun and Mohegan Sun Pocono. Continued adverse economic conditions such as a prolonged regional, national or global economic downturn or slow growth, including periods of increased inflation, rising unemployment levels, tax rates, interest rates, energy and gasoline prices or declining consumer confidence could also further reduce consumer spending. Reduced consumer spending has and may continue to result in an adverse impact on our business, financial condition and operating results. Furthermore, uncertainty and adverse changes in the economy could also increase the cost and reduce the availability of sources of financing, which could have a material adverse impact on our financial condition and operating results. If adverse economic conditions continue or worsen, our business, assets, financial condition and results of operations could continue to be affected adversely.

Our diversification efforts may not be successful.

We receive and evaluate various opportunities to diversify our business interests. These opportunities primarily include the development and/or management of, investment in, or ownership of other gaming enterprises through direct investments, acquisitions, joint venture arrangements and loan transactions. We are currently pursuing and evaluating opportunities in various jurisdictions. These efforts may require various levels of regulatory or legislative approval, and may require the commitment of financial and capital resources, and a failure to achieve any such approval or to obtain or generate sufficient funds to meet such financial or capital requirements may result in the termination of the respective project. Additionally, there can be no assurance that we will continue to pursue any of these opportunities or that any of them will be consummated.

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The loss of a key management member could have a material adverse effect on us, Mohegan Sun and Mohegan Sun Pocono.

Our success depends in large part on the continued service of key management personnel. The loss of services of key management personnel could have a material adverse effect on our business, operating results and financial condition. Our key management personnel are currently retained pursuant to employment agreements.

The non-impairment provision of the Tribe’s Constitution is subject to change.

Unlike states, the Tribe is not subject to the U.S. Constitution’s provision restricting governmental impairment of contracts. The Tribe’s Constitution currently has a provision that prohibits the Tribe from enacting any law that would impair the obligations of contracts entered into in furtherance of the development, construction, operation and promotion of gaming on Tribal lands. However, this provision could be amended by a vote of 75% of the Tribe’s registered voters to rescind the restriction on impairment of the obligation of such contracts.

We and the Guarantors are controlled by a tribal government and may not necessarily be operated in the same way as if we and they were privately owned for-profit businesses.

We and the guarantors are subject to control by the Tribe. Our Management Board is comprised of the same nine members as the Mohegan Tribal Council, the governing body of the Tribe with legislative and executive authority. As a sovereign government, the Tribe is governed by officials elected by tribal members who have a responsibility for the general welfare of all members of the Tribe. In making decisions relative to us and the guarantors, these officials may consider the interests of their electorate, instead of pure economic or other business factors.

We may be subject to material environmental liability, including as a result of possible incomplete remediation of known environmental hazards and the existence of unknown environmental hazards.

Our properties and operations are subject to a wide range of federal, state, local and tribal environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use, management and disposal of, or exposure to, hazardous and non-hazardous materials and wastes, and the clean-up of contamination. Noncompliance with such laws and regulations, and past or future activities resulting in environmental releases, could affect our operations or could cause us to incur substantial costs, including clean-up costs, fines and penalties, or investments to retrofit or upgrade our facilities and programs. In addition, should unknown contamination be discovered on our property, or should a release of hazardous material occur on our property, we could be required to investigate and clean up the contamination and could also be held responsible to a governmental entity or third-parties for personal injury, property damage or investigation and clean-up costs, which may be substantial. Moreover, such contamination may also impair the use or value of the affected property. Liability for contamination could be joint and several in nature, and in many instances can be imposed on the owner or operator of property regardless of whether it is responsible for creating the contamination or is otherwise at fault.

At both our Mohegan Sun and Mohegan Sun Pocono properties, investigations and remedial actions have been successfully undertaken to address significant site contamination resulting from historical operations. The site on which Mohegan Sun is located was formerly occupied by United Nuclear Corporation, a naval products manufacturer of, among other things, nuclear reactor fuel components. Prior to the decommissioning of the United Nuclear Corporation facilities on the site, extensive investigations were completed and contaminated soils were remediated to applicable standards. Prior to us taking possession of the property and development of Mohegan Sun, the site was determined to be safe for general public use.

Prior to acquiring our interest in Mohegan Sun Pocono, we conducted an extensive environmental investigation of the Pocono facilities. During the course of that investigation, we identified several environmental conditions that required corrective actions to bring the property into compliance with applicable laws and regulations. These remedial actions, including an ongoing monitoring program for the portion of the property that was formerly used as a solid waste landfill, were addressed as part of a comprehensive plan that was implemented by Downs Racing in July 2008.

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Notwithstanding the foregoing, we cannot assure you that:

• any environmental reports or studies prepared with respect to these sites or any other properties owned or operated by us revealed all environmental liabilities;

• prior owners or tenants did not create any material environmental condition not presently known to us that may be discovered in the future;

• future laws, ordinances or regulations will not impose any material environmental liability with regard to existing conditions or operations; or

• a material environmental condition does not otherwise exist on any site.

Any of the above could have a material adverse effect upon our future operating results and ability to meet our debt service obligations.

Our business could be affected by weather-related factors.

Our results of operations could be adversely affected by weather-related factors, such as the effects of Hurricane Sandy in September 2012 and unfavorable winter weather conditions experienced during the Blizzards of 2013 and 2015. Severe weather conditions may discourage potential patrons from traveling, or may deter or prevent patrons from reaching our facilities. If this occurs, it could have a material adverse effect on our future operating results and ability to meet our debt service obligations.

Our table games business is subject to volatility which could adversely affect our financial condition.

Table gaming, especially high-end table gaming, is more volatile than other forms of gaming, and variances in table games hold percentage may have a positive or negative impact on our quarterly revenues and operating results. Negative variations in quarterly revenues and operating results could adversely affect our financial condition.

Energy and fuel price increases may adversely affect our business and results of operations.

Our properties use significant amounts of electricity, natural gas and other forms of energy. Increases in the cost of any of our sources of energy may negatively affect our results of operations. In addition, energy and fuel price increases could negatively impact our business and results of operations by causing a decrease in visitation to our properties, including by making it difficult for potential patrons to travel to our properties or by causing patrons who do visit our properties to decrease their spending, including due to a reduction in disposable income as a result of escalating energy and fuel prices.

Our information technology and other systems are subject to cyber security risk including misappropriation of customer information or other breaches of information security.

We rely upon sophisticated information technology networks, systems and infrastructure, some of which are managed by third-parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities. Additionally, we collect and store sensitive data, including proprietary business information. Despite security measures, our information technology networks and infrastructure may be vulnerable to damage, disruptions or shutdowns due to attack by hackers or breaches, employee error or malfeasance, power outages, computer viruses, telecommunication or utility failures, systems failures, natural disasters or other catastrophic events. Likewise, data privacy or security breaches by employees and others with permitted access to our systems, including in some cases third-party service providers to which we may outsource certain business functions, may pose a risk that sensitive data, including intellectual property or personal information, may be exposed to unauthorized persons or to the public. Security breaches and other disruptions to our information technology infrastructure could interfere with our operations, compromise information belonging to us and our customers and suppliers, and expose us to liability which could adversely impact our business and/or result in the loss of critical or sensitive information, which could result in financial, legal, business or reputational harm.

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An impairment of our goodwill or other intangible assets could adversely affect our financial condition.

In accordance with authoritative guidance issued by the Financial Accounting Standards Board pertaining to goodwill and other intangible assets, we assess the goodwill associated with our acquisition of the Pennsylvania Facilities and certain other intangible assets at least annually for impairment by comparing the fair value of the goodwill or such intangible asset to its carrying value. In the event the carrying value of the goodwill or intangible asset exceeds its fair value, the goodwill or other intangible asset would be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on our financial condition. We describe the process for testing goodwill and other intangible assets for impairment and the results of our testing for fiscal 2015 and 2014 more thoroughly in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” under the headings “Goodwill” and “Other Intangible Assets” and in Note 2 to our consolidated financial statements, under the headings “Goodwill” and “Other Intangible Assets.”

Risks Related to Mohegan Sun

We face intense competition in our primary market from Foxwoods.

The existing gaming industry in our primary market is highly competitive. We primarily compete with Foxwoods which is located approximately 10 miles from Mohegan Sun and is reportedly one of the largest gaming facilities in the United States in terms of total gaming positions. Foxwoods has been in operation for more than 23 years and recently added a new retail outlet mall to its amenities which could impact competition in our primary market.

In addition to Foxwoods, we also face competition from gaming facilities elsewhere in our market areas.

While Mohegan Sun and Foxwoods are the only two current gaming operations in southern New England offering traditional slot machines and table games, we also face competition from gaming facilities in Massachusetts, Rhode Island, New York and New Jersey. In addition, we face competition in and from the Northeastern Pennsylvania gaming market. Racinos in Yonkers, Queens, Batavia, Hamburg, Nichols, Vernon, Monticello, Saratoga Springs and Farmington, New York, reportedly operate approximately 18,000 VLTs, including electronic table games. While Twin River and Newport Grand in the State of Rhode Island reportedly offer approximately 5,400 VLTs and 80 table games. Given the geographic proximity of Empire City and Resorts World to New York City and Twin River and Newport Grand to Boston, these facilities may have a distinct advantage over Mohegan Sun in competing for patrons from the New York and Boston metropolitan regions. We also compete for patrons with casinos in Atlantic City, New Jersey. Many of these casinos may have greater resources, operating experience and name recognition than Mohegan Sun. In addition, the State of New Jersey and the Atlantic City gaming market continue to implement legislative reforms adopted in 2011 and public-private initiatives to revitalize gaming in the state.

New entrants in our market areas or the expansion of on-line gaming could adversely affect our operations and our ability to meet our financial obligations.

With the addition of table gaming in Rhode Island, Maine, Pennsylvania and Delaware, commercial casino gaming has expanded in the Northeastern United States and is poised to expand further. In the Commonwealth of Massachusetts, the single slot-only facility is now open, while two commercial casino gaming licenses have been awarded and a third is under consideration. In the State of New York, three commercial casinos are under development, while a fourth is under consideration, along with the expansion of VLTs at off-track wagering facilities in Nassau and Suffolk counties.

Tribal gaming projects being pursued by the Mashpee Wampanoag Tribe, which has entered into a tribal-state gaming compact, and the Aquinnah Wampanoag Tribe, both located in the Commonwealth of Massachusetts,

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and the Shinnecock Indian Nation of New York also increase the possibility of new tribal gaming in the Northeastern United States in the future. In addition, other federally-recognized Indian tribes continue to pursue new gaming projects elsewhere in the Northeastern United States, while, groups seeking federal recognition as Indian tribes, as well as federally-recognized Indian tribes, continue efforts to establish or expand reservation lands with an interest in commercial casino gaming on such lands. Additionally, Indian tribal groups from the State of Connecticut whose petitions have been rejected in recent years by the BIA may be successful with appeals or reconsiderations of those petitions.

Furthermore, the states of Nevada, New Jersey and Delaware have passed legislation to license and tax Internet poker and other on-line gaming conducted on an intra-state basis or with other states by compact, while new federal on-line gaming legislation has been introduced in Congress. State lotteries in the states of New York and Illinois have also sought and received favorable opinions from the U.S. Department of Justice on their ability to conduct certain activities on-line under federal law. In addition, the State of New Jersey has passed legislation related to sports wagering and is involved in litigation challenging the federal law which restricts legalized sports wagering to certain states.

Based on our analysis of existing and potential gaming in our market areas, we believe that competition will continue to increase in the future. We are unable to predict whether any of the efforts discussed above by commercial casino gaming operators, federally-recognized Indian tribes or groups seeking federal recognition as Indian tribes will be successful. We are also unable to predict whether on-line gaming legislation will be adopted on a federal basis, an intra-state basis in one or more states, other than the states of Nevada, New Jersey and Delaware, or among more than one state under a multi-state compact. In addition, we are unable to predict the impact of the Nevada, New Jersey and Delaware Internet gaming legislation or any such additional legislation on our business. Additionally, we are unable to predict whether on-line gaming or sports wagering will be expanded under existing law on an intra-state or national basis. If new gaming operations are established or existing gaming operations are expanded, we are uncertain of the impact that such gaming operations will have on our operations and our ability to meet our financial obligations.

Because the gaming industry in the northeastern United States has experienced seasonal fluctuations in the past, we may also experience seasonal variations in our revenues and operating results that could adversely affect our cash flows.

The gaming industry in the northeastern United States is seasonal in nature, with peak gaming activities often occurring during the months of May through August. Similarly, peak gaming activities at Mohegan Sun often occur during the months of May through August. As a result of these seasonal fluctuations, we likely will continue to experience seasonal variations in our quarterly revenues and operating results that could result in decreased cash flows during periods in which gaming activity is not at peak levels. These variations in quarterly revenues and operating results could adversely affect our financial condition.

Negative conditions affecting the lodging industry may have an adverse effect on our revenues and cash flows.

We depend on revenues generated from the hotel at Mohegan Sun, together with revenues generated from other portions of Mohegan Sun, to meet our financial obligations and fund our operations. Revenues generated from our hotel are primarily subject to conditions affecting our gaming operations, but are also subject to the lodging industry in general, and as a result, our financial performance and cash flows may be affected not only by the conditions in the gaming industry, but also by those in the lodging industry. Some of these conditions are as follows:

• changes in the local, regional or national economic climate;

• changes in local conditions such as an oversupply of hotel properties;

• decreases in the level of demand for hotel rooms and related services;

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• the attractiveness of our hotel to patrons and competition from comparable hotels;

• cyclical over-building in the hotel industry;

• changes in travel patterns;

• public health concerns affecting public accommodations or travel generally or regionally;

• changes in room rates and increases in operating costs due to inflation and other factors; and

• the periodic need to repair and renovate the hotel.

The lingering effects of the most recent economic recession have had a negative impact on the lodging industry and on our financial results. The continuation of, or adverse changes in, these conditions could further adversely affect our hotel’s financial performance and results of operations.

Our renovation projects may face significant inherent risks that could adversely affect our financial condition.

Construction costs and completion dates for renovation projects are based on budgets, design documents and schedule estimates prepared with the assistance of architects, contractors and consultants. Such projects are inherently subject to significant development and construction risks, which could cause unanticipated increase in costs. These include the following:

• escalation of construction costs above anticipated amounts;

• shortage of material and skilled labor;

• weather interference;

• engineering problems;

• environmental problems;

• fire, flood and other natural disasters;

• labor disputes; and

• geological, construction, demolition, excavation and/or equipment problems.

Furthermore, while construction activities may be planned to minimize disruption, construction noise and debris and the temporary closing of some of the facility, such activities may disrupt our current operations. Unexpected construction delays could exacerbate or magnify these disruptions. We cannot assure you that any construction, renovation or expansion projects will not have a material adverse effect on our results of operations.

We may suspend or elect not to proceed with construction, renovation or expansion projects once they have been undertaken, resulting in charges that could adversely affect our financial condition.

We may suspend, elect not to proceed with or fail to complete our construction, renovation or expansion projects once they have been undertaken. In such cases, we may be required to carry assets on our balance sheet for suspended projects or incur significant costs relating to design and construction work performed and materials purchased that may no longer be useful. In addition, our agreements or arrangements with third-parties relating to the suspension or termination of projects could cause us to incur additional fees and costs. Our suspension of, election not to proceed with, or failure to complete any construction, renovation or expansion projects may result in adverse effects to our financial condition.

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The risks associated with operating expanded facilities and managing growth could have a material adverse effect on Mohegan Sun’s future performance.

We may expand our facilities from time to time. We can provide no assurance that we will be successful in integrating the new amenities from such expansions into Mohegan Sun’s current operations or in managing the expanded resort. Failure to successfully integrate and manage new services and amenities could have a material adverse effect on our results of operations and our ability to meet our financial obligations.

Risks Related to the Indian Gaming Industry

Gaming is a highly regulated industry, and changes in applicable laws or failure to maintain licenses and approvals could have a material adverse effect on the Tribe’s and our ability to conduct gaming, and thus on our operations and our ability to meet our financial obligations.

Gaming on the Tribe’s reservation is regulated extensively by federal, state and tribal regulatory agencies, including the NIGC and agencies of the State of Connecticut, such as the Department of Consumer Protection’s Gaming Division and Division of Liquor Control and the State Police. As is the case with any casino, changes in applicable laws and regulations could limit or materially affect the types of gaming that may be conducted, or services provided, by us and the revenues realized therefrom.

Currently, the operation of gaming on Indian tribal lands is subject to IGRA. Legislation has been introduced in Congress from time to time with the intent of modifying a variety of perceived deficiencies with IGRA or the Indian Reorganization Act of 1934 under which land can be acquired for tribes for various purposes, including gaming. Certain proposals that have been considered would be prospective in effect and contain clauses that would grandfather existing Indian tribal gaming operations such as Mohegan Sun. However, legislation has also been proposed from time to time which would have the effect of repealing many of the key provisions of IGRA and prohibiting the continued operation of particular classes of gaming on Indian tribal reservations in states where such gaming is not otherwise allowed on a commercial basis. While none of the substantive proposed amendments to IGRA have been enacted, we cannot predict the effects of future legislative acts. In the event that Congress passes prohibitory legislation that does not include any grandfathering exemption for existing Indian tribal gaming operations, and if such legislation is sustained in the courts against tribal challenge, our ability to meet our financial obligations would be materially and adversely affected.

In addition, under federal law, gaming on Indian tribal lands is dependent on the permissibility under state law of specific forms of gaming or similar activities, and gaming at Mohegan Sun is dependent on the perpetual tribal-state compact between the Mohegan Tribe and State of Connecticut. Adverse decisions or legal actions with respect to gaming or the Mohegan Compact may have an adverse effect on our ability to conduct our gaming operations.

A change in our current tax-exempt status, and that of our subsidiaries, could reduce our cash flows and have a material adverse effect on our operations and our ability to meet our financial obligations.

Based on current interpretation of the Internal Revenue Code of 1986, as amended, we, the Tribe and certain of our subsidiaries are not subject to U.S. federal income taxes. However, we can provide no assurance that Congress or the Internal Revenue Service will not reverse or modify the exemption for Indian tribes from U.S. federal income taxation. A change in the tax law could have a material adverse effect on our financial performance.

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Risks Related to Mohegan Sun Pocono

The adoption of modifications to the Pennsylvania Gaming Act or other applicable laws in the Commonwealth of Pennsylvania could negatively impact our operations and expected profitability.

Changes in applicable laws or regulations, tax rates or the enforcement of applicable laws and regulations in the Commonwealth of Pennsylvania could limit or materially affect the types of gaming we may conduct and the services we may provide at Mohegan Sun Pocono or the profitability of such operations. Our ability to continue to operate Mohegan Sun Pocono could also be adversely affected by such legal or regulatory changes.

If Mohegan Sun Pocono is not able to compete successfully with existing and potential competitors, we may not be able to generate sufficient cash flows for our operations or to fulfill our financial obligations.

Mohegan Sun Pocono faces competition from several gaming facilities in the Commonwealth of Pennsylvania, as well as neighboring states. Our closest competitors are Mount Airy Resort Casino and Sands Casino Resort Bethlehem, both of which are located in Northeastern Pennsylvania, approximately 40 miles and 70 miles from Mohegan Sun Pocono, respectively. The development of other gaming facilities in the Commonwealth of Pennsylvania may also impact the competitive environment for Mohegan Sun Pocono.

In addition to existing slot machine and table game operations in the Commonwealth of Pennsylvania, Mohegan Sun Pocono faces competition from the VLT facility at the Monticello Raceway in Monticello, New York, approximately 90 miles from Mohegan Sun Pocono, as well as future competition from the proposed Montreign Resort Casino in Thompson, New York, which will be owned and operated by the same operator of the VLT facility at the Monticello Raceway and located approximately 175 miles from Mohegan Sun Pocono. Additionally, Mohegan Sun Pocono faces competition from Tioga Downs Casino in Nichols, New York, approximately 100 miles from Mohegan Sun Pocono. Expanded gaming in the states of Maryland, Ohio, New Jersey, Delaware and West Virginia may affect overall gaming in the Commonwealth of Pennsylvania, the OTW facilities and other gaming facilities with which Mohegan Sun Pocono compete for patrons.

We are unable to predict the impact of existing and potential competition in our market area and its impact on our operations and ability to meet our financial obligations.

Our operation of Mohegan Sun Pocono subjects us to regulation and enforcement by various state agencies.

As owner and operator of Mohegan Sun Pocono, we are subject to extensive state regulation by the PGCB, the Pennsylvania State Harness Racing Commission, or the PSHRC, and other state regulatory agencies, such as the Liquor Control Board. Applicable rules and regulations may require that we obtain and periodically renew a variety of licenses, registrations, permits and approvals to conduct our operations. Regulatory agencies may, for any reason set forth in the applicable legislation, rules and regulations, limit, condition, suspend, deny or revoke our license to conduct our operations as intended. The sale of alcoholic beverages at our properties is subject to licensing, control and regulation by state and local agencies in Pennsylvania, including the Pennsylvania Liquor Control Board. The liquor agencies have broad powers to limit, condition, suspend or revoke any liquor license. We can provide no assurance that we will be able to continually renew all registrations, permits, approvals or licenses necessary to conduct our operations in the Commonwealth of Pennsylvania as intended. Any of these events, including any disciplinary action with respect to our liquor license, or any changes in applicable laws or regulations or the enforcement thereof, could, and any failure to renew or revocation of our liquor license would, have a material adverse effect on our business, financial condition and results of operations.

Changes in or the issuance of additional regulations by the PGCB may adversely affect our operations at Mohegan Sun Pocono.

Under the Pennsylvania Gaming Act, the PGCB has extensive authority to regulate gaming activities. Casino gaming is still a relatively new industry in the Commonwealth of Pennsylvania and many of the rules and regulations governing casino gaming are still evolving. New or changing regulations could adversely affect our gaming operations at Mohegan Sun Pocono.

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Changes in or the issuance of additional regulations by the PSHRC may adversely affect our operations at Mohegan Sun Pocono.

Under the Pennsylvania Race Horse Industry Reform Act, the PSHRC has extensive authority to regulate harness racing activities. While harness racing is a well-established industry in the Commonwealth of Pennsylvania, new or changing regulations could adversely affect our harness racing operations at Mohegan Sun Pocono. Our inability or failure to conduct harness racing operations at Mohegan Sun Pocono in accordance with applicable regulations could adversely affect our ability to conduct gaming operations at Mohegan Sun Pocono.

Risks Related to the Notes and the Exchange Offer

The exchange notes will not be secured by any of our assets.

The outstanding notes are not, and the exchange notes will not be, secured by any of our assets. If we become insolvent or are liquidated, the holders of our senior secured debt, including our senior secured credit facilities described in this prospectus, will be entitled to exercise the remedies available to senior secured lenders under applicable law and pursuant to instruments governing such debt. Accordingly, such lenders will have a prior claim on our assets. In that event, because the exchange notes will not be secured by any of our assets, it is possible that there will be no assets from which claims of holders of the exchange notes can be satisfied or, if any assets remain, the remaining assets might be insufficient to satisfy those claims in full. Assuming we had fully drawn all possible amounts available under our senior secured credit facilities, we would have had $955 million of senior secured debt outstanding, all of which is scheduled to mature prior to the exchange notes.

If the indenture governing the exchange notes is deemed to be a management contract, such indenture will be void and the trustee and holders may have no right to enforce any rights thereunder.

Any agreement that is deemed a management contract with respect to an Indian gaming operation (including an agreement that does not purport or intend to be a management contract) is void unless it has been approved by the Chair of the NIGC. In a notable instance involving Lake of the Torches Economic Development Corporation (the “EDC”), the U.S. District Court for the Western District of Wisconsin declared void a bond indenture for a tribal gaming enterprise on grounds that certain provisions of the indenture created “management rights” without receiving prior approval from the NIGC as a management contract. The court ruled the agreement void in its entirety, meaning that the invalid portions could not be severed and bondholders were left with no agreement to enforce and no further recourse under the purported indebtedness; however, the Seventh Circuit Court of Appeals has modified the judgment and remanded the case for further proceedings as to enforceability of the bond documents other than the bond indenture against the EDC.

Neither the exchange notes nor the indenture has been submitted for approval, or approved, by the Chair of the NIGC as a management contract. In connection with the initial private offering of the outstanding notes the Authority requested and received from the office of the general counsel of the NIGC an advisory opinion (referred to as a “declination letter”) stating that neither the outstanding notes nor the indenture is a management contract. However, the opinion stated in the declination letter that the documents are not management contracts does not constitute an official action by the NIGC, and is not binding on a court. No prediction can be made as to how much deference, if any, a court would give to a declination letter in the event that any of such documents became subject to legal challenge. In addition, the NIGC may not be bound by the issuance of a declination letter.

Limitations on encumbering Indian lands might adversely affect the rights of holders of the exchange notes.

With limited exceptions, under Title 25, Section 81 of the United States Code (“Section 81”), no contract encumbering Indian land (including the land on which Mohegan Sun is located) for 7 or more years is valid unless the contract has been approved by the U.S. Secretary of the Interior.

Federal regulations implementing Section 81 provide that whether a contract creates an encumbrance on Indian lands within the scope of Section 81 must be determined on a case-by-case basis, and suggest that a lender’s right of entry onto Indian lands to recover certain improvements or fixtures may create such an encumbrance.

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Although the legislative history of the most recent amendment to Section 81, enacted in 2000, states that Section 81 only applies to contracts between a tribe and a third party that could allow the third party to exercise exclusive or nearly exclusive proprietary control over the Indian lands, certain case law and administrative positions taken by the Department of Interior have found encumbrances to exist on Indian lands within the meaning of Section 81 as a result of continuing covenants affecting the Indian lands in the absence of a mortgage or other lien on the lands. It is also unsettled whether covenants contained in the indenture governing the notes relating to maintenance or other matters concerning the lease to us of the land on which Mohegan Sun is located would cause the indenture to be subject to Section 81.

No approval by the U.S. Secretary of the Interior will be sought for the indenture governing the notes. The indenture relating to the notes includes various covenants which could remain in effect for eight years or more if obligations under those documents remain outstanding. Such documents will provide that any term or condition that “encumbers Indian land” within the meaning of Section 81 shall not be effective for longer than six years and 364 days if such term or condition is subject to the restrictions of Section 81. Such limitation on duration, or, where applicable, Section 81, may adversely affect certain obligations or rights otherwise provided for in the indenture governing the notes.

There are circumstances, other than repayment or discharge of the exchange notes, under which the guarantees of the notes will be released automatically, without your consent or the consent of the trustee for any series of exchange notes.

The guarantee of the notes of a guarantor will be released, among other circumstances, in connection with a sale or merger of such guarantor in a transaction not prohibited by the indenture. The indenture for the notes will also permit us to designate one or more of our restricted subsidiaries that is at such time a guarantor of the notes as an unrestricted subsidiary under certain conditions. If we designate a guarantor as an unrestricted subsidiary as permitted under the indenture, any guarantees of the notes by such subsidiary or any of its subsidiaries will be released under the indenture. In addition, the creditors of the unrestricted subsidiary and its subsidiaries will have a structurally senior claim on the assets of such unrestricted subsidiary and its subsidiaries relative to any claim maintained by the notes. See “Description of the Exchange Notes—Certain Covenants—Subsidiary Guarantees.”

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

We may not be subject to or permitted to seek protection under the federal bankruptcy laws. However, if a bankruptcy case or lawsuit was initiated by unpaid creditors or any guarantor and permitted to proceed, the debt represented by the guarantees entered into by the guarantor may be reviewed under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of the guarantee could be subordinated to certain obligations of a guarantor if, among other things, the guarantor, at the time it entered into the guarantee, received less than reasonably equivalent value or fair consideration for entering into the guarantee, and either:

• was insolvent or rendered insolvent by reason of entering into a guarantee;

• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts or contingent liabilities beyond its ability to pay them as they became due.

In addition, any payment by a guarantor could be voided and required to be returned to the guarantor or to a fund for the benefit of the guarantor’s creditors under those circumstances.

If a guarantee of a subsidiary were voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the notes would be solely creditors of ours and creditors of subsidiaries that have validly guaranteed the notes. The notes then would be effectively subordinated to all liabilities of the subsidiary or subsidiaries whose guarantee was voided.

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The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets;

• the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts or contingent liabilities as they become due.

The indenture governing the notes requires that future restricted subsidiaries guarantee the notes under certain circumstances. These risks will also apply to any guarantees granted by future restricted subsidiaries.

If any guarantees are voided pursuant to those or similar restrictions, it could adversely affect your ability to recover your investment in the notes.

The notes may be redeemed or you may be required to dispose of your notes if your ownership of the exchange notes jeopardizes our authority or ability to conduct gaming.

We have the right to redeem the notes or require a holder to dispose of their notes if such holder jeopardizes our authority or ability to conduct gaming by not having required licenses or qualifications. The redemption price for any note in the case of such redemption is equal to the lower of the holder’s cost and the principal amount of such note. See “Description of the Exchange Notes—Special and Optional Redemptions—Special Redemption.”

In Pennsylvania, lenders, qualified institutional buyers and those acquiring a debt instrument in a secondary market generally are not required to be licensed by the PGCB if they do not have the right or ability to control or influence the affairs of the slot machine operator and are acting in the ordinary course of business. However, the PGCB reserves the right to require the licensure of any person that holds such a debt instrument if it has reason to believe that person would not satisfy the character requirements of a licensee under the Pennsylvania Race Horse Development and Gaming Act. Similarly, other regulatory agencies in jurisdictions where we do business or is seeking to do business may require licensure or qualification from any holder of the notes.

We may lack sufficient funds to effect a repurchase of the notes upon a change of control.

Upon the occurrence of specified change of control events, we will be required to offer to repurchase all of the notes then outstanding. We may not have the funds or the ability to raise the funds necessary to finance the change of control offer required by the indenture. See “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control.”

Some holders of exchange notes may still be subject to various transfer restrictions.

You generally may sell exchange notes without complying with the registration requirements of the Securities Act, unless you are:

• an “affiliate” of us within the meaning of Rule 405 under the Securities Act;

• a broker-dealer that acquired outstanding notes as a result of market-making or other trading activities; or

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• a broker-dealer that acquired outstanding notes directly from us for resale pursuant to Rule 144A or another available exemption under the Securities Act.

Our “affiliates” may sell exchange notes only in compliance with the provisions of Rule 144 under the Securities Act or another available exemption. The broker-dealers described above must deliver a prospectus in connection with any resale of exchange notes.

You may not be able to sell the exchange notes readily or at all.

The exchange notes will be registered under the Securities Act. However, the registered original notes and the outstanding notes are not, and the Authority does not intend to apply for the exchange notes to be, listed on any securities exchange or to arrange for quotation on any automated dealer quotation system. As a result, the Authority cannot assure you as to the liquidity of any trading market for the exchange notes. You may not be able to sell your exchange notes at a particular time or at favorable prices. Accordingly, you may be required to bear the financial risk of your investment in the exchange notes indefinitely. In any trading market for the exchange notes, prices may be volatile and will depend on many factors, including:

• the Authority’s operating performance and financial condition;

• the interest of securities dealers in making a market for them; and

• the market for similar securities.

The market for non-investment grade debt historically has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the additional notes. The market for the exchange notes, if any, may be subject to similar disruptions that could adversely affect their value.

Holders of outstanding notes who fail to tender may experience diminished liquidity after the exchange offer.

We have not registered and do not intend to register the outstanding notes under the Securities Act. Outstanding notes that remain unexchanged after consummation of the exchange offer will therefore remain subject to transfer restrictions under applicable securities laws. Unexchanged outstanding notes will continue to bear a legend reflecting these restrictions on transfer. Furthermore, we have not conditioned the exchange offer on receipt of any minimum or maximum principal amount of outstanding notes. As outstanding notes are tendered and accepted in the exchange offer, the principal amount of remaining outstanding notes will decrease. This decrease will reduce the liquidity of the trading market for the outstanding notes. We cannot assure you of the liquidity, or even the continuation, of the trading market for the outstanding notes following the exchange offer.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains statements about future events, including, without limitation, information relating to business development activities, as well as capital spending, financing sources, the effects of regulation (including gaming and tax regulation) and increased competition. These statements sometimes can 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 us or on our behalf. You should review carefully all of the information in this prospectus, including our consolidated financial statements.

In addition to the risk factors described under the heading “Risk Factors,” the following important factors, among others, could affect our future financial condition or results of operations, causing actual results to differ materially from those expressed in the forward-looking statements:

• 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.

These factors and the other risk factors discussed in this prospectus are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of the forward-looking statements. Other unknown or unpredictable factors also could have material adverse effects on our future results.

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The forward-looking statements included in this prospectus are made only as of the date of this prospectus. We do not have and do not undertake any obligation to publicly update 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.

MARKET AND INDUSTRY DATA

The market position and industry data that are presented in this prospectus are based upon internal surveys, market research, publicly available information and industry publications. Unless otherwise indicated, management estimates are derived from publicly available information released by independent industry analysts and organizations and third-party sources, as well as data from our internal research, and are based on assumptions made by us based on such data and our knowledge of such industry and markets, which we believe to be reasonable. While we believe the market position, market opportunity and market share information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

RATIO OF EARNINGS TO FIXED CHARGES

The following table contains our ratio of earnings to fixed charges for the periods indicated. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus.

	For the Fiscal Years Ended September 30,
	2015		2014			2013			2012			2011
(in thousands, except ratios)
Net income (loss)	$	92,139	$	(24,558	)	$	47,542		$	61,241		$	111,843
Fixed charges		145,022		152,017			178,196			155,595			130,402
Amortization of capitalized interest		2,302		2,203			2,204			2,221			2,229
Capitalized interest		—		(735	)		(1,976	)		(34	)		—
Loss attributable to non-controlling interests		2,255		380			2,784			2,019			2,134
Earnings	$	241,718	$	129,307		$	228,750		$	221,042		$	246,608
Interest expense, net of capitalized interest and amortization of debt issuance costs and accretion of bond premiums and discounts	$	136,105	$	139,896		$	157,865		$	136,070		$	109,899
Capitalized interest		—		735			1,976			34			—
Amortization of debt issuance costs and accretion of bond premiums and discounts		7,771		8,037			12,285			9,987			7,811
Interest portion of rental expense (1)		919		1,144			1,096			1,256			1,326
Accretion of discount to the relinquishment liability		227		2,205			4,974			8,248			11,366
Fixed charges	$	145,022	$	152,017		$	178,196		$	155,595		$	130,402
Ratio of earnings to fixed charges (2)		1.67		0.85	(3)		1.28			1.42			1.89

(1) A 10% factor was utilized to calculate the interest portion of rental expense, which the Authority believes to be a reasonable approximation.

(2) Pursuant to Item 503 of Regulation S-K.

(3) Earnings for the year ended September 30, 2014 were inadequate to cover fixed charges. The coverage deficiency was $23 million.

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USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the registration rights agreement that we and guarantors entered into with the initial purchasers of the outstanding notes (the “registration rights agreements”). We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive, in exchange, an equal number of outstanding notes in like principal amount. The form and terms of the exchange notes are identical in all material respects to the form and terms of the outstanding notes, except as otherwise described in the section entitled “The Exchange Offer—Terms of the Exchange Offer.” The outstanding notes tendered in exchange for the exchange notes will be retired and cancelled by us and cannot be reissued.

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SELECTED FINANCIAL DATA

The selected financial data shown below for the fiscal years ended September 30, 2015, 2014 and 2013 and as of September 30, 2015 and 2014, have been derived from our audited consolidated financial statements included in this prospectus. The selected financial data shown below for the fiscal years ended September 30, 2012 and 2011 and as of September 30, 2013, 2012 and 2011, have been derived from our audited financial statements for those years, which are not included in this prospectus. The financial information shown below should be read in conjunction with our financial statements and related notes beginning on page F-1 of this prospectus, the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the other financial and statistical data included in this prospectus. Unless otherwise indicated, dollar amounts shown in the following table are in thousands.

	As of or for the Fiscal Years Ended September 30,
	2015			2014			2013			2012			2011
Operating Results:
Gross revenues	$	1,388,966		$	1,391,662		$	1,435,885		$	1,498,510		$	1,527,188
Promotional allowances		(97,346	)		(98,944	)		(95,857	)		(99,197	)		(108,809	)
Net revenues	$	1,291,620		$	1,292,718		$	1,340,028		$	1,399,313		$	1,418,379
Income from operations (1)	$	233,175		$	181,408		$	229,506		$	225,424		$	238,404
Other expenses, net (2)		(141,036	)		(205,966	)		(181,964	)		(164,183	)		(126,561	)
Net income (loss)		92,139			(24,558	)		47,542			61,241			111,843
Loss attributable to non-controlling interests		2,255			380			2,784			2,019			2,134
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	(24,178	)	$	50,326		$	63,260		$	113,977
Other Data:
Interest expense, net of capitalized interest	$	143,876		$	147,933		$	170,150		$	146,057		$	117,710
Capital expenditures incurred	$	30,024		$	32,628		$	66,053		$	43,642		$	46,477
Net cash flows provided by operating activities	$	169,418		$	73,016		$	102,951		$	176,997		$	194,278
Balance Sheet Data:
Total assets	$	2,020,133		$	2,035,531		$	2,109,963		$	2,211,063		$	2,195,634
Long-term debt and capital leases, net of current portions	$	1,612,671		$	1,681,300		$	1,628,544		$	1,630,860		$	816,636

(1) Operating costs and expenses, included in income from operations, include non-cash relinquishment liability reassessment credits of $243,000, $1.9 million, $249,000, $11.4 million and $8.8 million in fiscal 2015, 2014, 2013, 2012 and 2011, respectively. A discussion of the relinquishment liability may be found in Note 11 to our consolidated financial statements, beginning on page F-1 of this prospectus. Operating costs and expenses also include impairment charges of $2.5 million and $5.0 million in fiscal 2015 and 2014, respectively. A discussion of these impairment charges may be found in Note 4 to our consolidated financial statements, beginning on page F-1 of this prospectus.

(2) Other expenses, net, include accretion of discount to the relinquishment liability of $227,000, $2.2 million, $5.0 million, $8.2 million and $11.4 million in fiscal 2015, 2014, 2013, 2012 and 2011, respectively. A discussion of the accretion of discount to the relinquishment liability may be found in Note 11 to our consolidated financial statements, beginning on page F-1 of this prospectus. Other expenses, net, also include losses on early extinguishment of debt of $4.0 million, $62.0 million, $11.5 million and $14.3 million in fiscal 2015, 2014, 2013 and 2012, respectively. In addition, other expenses, net, include interest expense, net of capitalized interest.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and the related notes beginning on page F-1 and the sections in this prospectus entitled “Selected Financial Data” and “Business.”

Explanation of Key Financial Statement Captions

Gross Revenues

Our gross revenues are derived primarily from the following four sources:

• gaming revenues, which include revenues from slot machines, table games, poker, live harness racing and racebook operations, including pari-mutuel wagering revenues from our racebook operations at Mohegan Sun and off-track wagering facilities in Pennsylvania;

• food and beverage revenues;

• hotel revenues; and

• retail, entertainment and other revenues, which primarily include revenues from our arena, gasoline and convenience centers, retail shops and basketball, golf and lacrosse operations.

The largest component of revenues is gaming revenues, which are recognized as amounts wagered less prizes paid out, and comprised primarily of revenues from slot machines and table games. Revenues from slot machines are the largest component of gaming revenues. Gross slot revenues, also referred to as gross slot win, represent all amounts wagered by patrons on slot machines reduced by: (1) free promotional slot plays redeemed, (2) winnings paid out and (3) slot tickets issued. Pursuant to the Mohegan Compact and requirements of our Category One slot machine license, we report gross slot revenues and other statistical information related to slot machine operations to the State of Connecticut and the Commonwealth of Pennsylvania. On a monthly basis, we also post such information on our website at www.mtga.com.

Other commonly used slot machine related terms include base jackpots, progressive slot machines, progressive jackpots, net slot revenues, slot handle, gross slot hold percentage, net slot hold percentage, rated players and slot win efficiency. Base jackpots represent the fixed minimum amount of payouts for a specific combination. We record base jackpots as reductions to revenues when we become obligated to pay such jackpots. Progressive slot machines retain a portion of each amount wagered and aggregate the retained amounts with similar amounts from other slot machines in order to create one-time payouts that are substantially larger than those paid in the ordinary course of play. We refer to such aggregated amounts as progressive jackpots. Wide-area progressive jackpot amounts are paid by third-party vendors and remitted as a weekly payment to each vendor based on a percentage of slot handle for each wide-area progressive slot machine. We accrue in-house progressive jackpot amounts until paid, and such accrued amounts are deducted from gross slot revenues, along with wide-area progressive jackpot amounts to arrive at net slot revenues, also referred to as net slot win. Net slot revenues are included in gaming revenues in our consolidated statements of income (loss). Slot handle is the total amount wagered by patrons on slot machines, including free promotional slot plays. Gross slot hold percentage is gross slot revenues as a percentage of slot handle. Net slot hold percentage is net slot revenues as a percentage of slot handle. Rated players are patrons whose gaming activities are tracked under our Momentum program. Slot win efficiency is a measure of our percentage of gross slot revenues in a market area compared to the percentage of the slot machines we operate in that market area.

Commonly used table games related terms include table game revenues, table game drop and table game hold percentage. Table game revenues represent the closing table game inventory plus table game drop and credit slips for cash, chips or tokens returned to the casino cage, less opening table game inventory, discounts provided on patron losses, free bet coupons and chip fills to the tables. Table game drop is the total amount of cash, free bet coupons, cash advance drafts, customer deposit withdrawals, safekeeping withdrawals and credits issued at tables. Table game hold percentage is table game revenues as a percentage of table game drop.

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Revenues from food and beverage, hotel, retail, entertainment and other services are recognized at the time such service is performed. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rental revenues are recognized in the periods in which the tenants exceed their respective percentage rent thresholds.

Promotional Allowances

We operate a program, without membership fees, for patrons at Mohegan Sun, Mohegan Sun Pocono and our managed property, Resorts Casino Hotel in Atlantic City, New Jersey, or Resorts Atlantic City. This program provides complimentary food and beverage, hotel, retail, entertainment and other amenities to patrons based on Momentum Dollars that are awarded for patrons’ gaming activities. Momentum Dollars may be utilized to purchase, among other things, items at restaurants and retail stores located within Mohegan Sun, Mohegan Sun Pocono and Resorts Atlantic City. Momentum Dollars may also be utilized at The Shops at Mohegan Sun and the Mohegan Sun gasoline and convenience center, as well as to purchase hotel services and tickets to entertainment events held at facilities located at Mohegan Sun, Mohegan Sun Pocono and Resorts Atlantic City. The retail value of complimentary items redeemed at facilities operated by us is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The cost associated with reimbursing third-parties for the value of complimentary items redeemed at third-party outlets is included in gaming costs and expenses.

In addition, we offer ongoing promotional coupons to patrons for the purchase of food and beverage, hotel and retail amenities offered at Mohegan Sun and Mohegan Sun Pocono. The retail value of coupons redeemed at facilities operated by us is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The cost associated with reimbursing third-parties for the value of coupons redeemed at third-party outlets is included in gaming costs and expenses.

Gaming Costs and Expenses

Gaming costs and expenses primarily include portions of gaming revenues that must be paid to the State of Connecticut and the Pennsylvania Gaming Control Board, or the PGCB. Gaming costs and expenses also include, among other things, payroll costs, expenses associated with the operation of slot machines, table games, poker, live harness racing and racebook, certain marketing expenditures and promotional expenses related to Momentum Dollar and coupon redemptions.

Income from Operations

Income from operations represents net revenues less total operating costs and expenses. Income from operations excludes accretion of discount to the relinquishment liability, interest income and expense, loss on early extinguishment of debt, other non-operating income and expense and loss attributable to non-controlling interests.

Reassessment and Accretion of Discount to the Relinquishment Liability

In February 1998, we entered into a relinquishment agreement with Trading Cove Associates, or TCA. The relinquishment agreement provided, among other things, that we made 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. We recorded a relinquishment liability based on the estimated present value of our obligations under the relinquishment agreement. The relinquishment agreement expired on December 31, 2014. As of September 30, 2015, no amount was outstanding under the relinquishment agreement.

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Results of Operations

Summary Operating Results

As of September 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 Fiscal Years Ended September 30,
										Variance						Percentage Variance
	2015			2014			2013			15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Net revenues:
Mohegan Sun	$	994,010		$	995,100		$	1,042,078		$	(1,090	)	$	(46,978	)		(0.1	)%		(4.5	)%
Mohegan Sun Pocono		295,135			296,578			296,648			(1,443	)		(70	)		(0.5	)%		—	%
Corporate and other		7,567			5,391			1,302			2,176			4,089			40.4	%		314.1	%
Inter-segment revenues		(5,092	)		(4,351	)		—			(741	)		(4,351	)		(17.0	)%		(100.0	)%
Total	$	1,291,620		$	1,292,718		$	1,340,028		$	(1,098	)	$	(47,310	)		(0.1	)%		(3.5	)%
Income (loss) from operations:
Mohegan Sun	$	212,211		$	181,325		$	212,680		$	30,886		$	(31,355	)		17.0	%		(14.7	)%
Mohegan Sun Pocono		45,817			36,956			43,763			8,861			(6,807	)		24.0	%		(15.6	)%
Corporate and other		(24,853	)		(36,873	)		(26,937	)		12,020			(9,936	)		32.6	%		(36.9	)%
Total	$	233,175		$	181,408		$	229,506		$	51,767		$	(48,098	)		28.5	%		(21.0	)%
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	(24,178	)	$	50,326		$	118,572		$	(74,504	)		N.M.			N.M.
Operating margin:
Mohegan Sun		21.3	%		18.2	%		20.4	%		3.1	%		(2.2	)%		17.0	%		(10.8	)%
Mohegan Sun Pocono		15.5	%		12.5	%		14.8	%		3.0	%		(2.3	)%		24.0	%		(15.5	)%
Total		18.1	%		14.0	%		17.1	%		4.1	%		(3.1	)%		29.3	%		(18.1	)%

N.M. - Not Meaningful.

The most significant factors and trends that we believe impacted our operating 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;

• the lingering effects of the most recent economic recession and its impact on consumer discretionary spending; and

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• competitive gaming markets.

Other factors that affected our financial performance were as follows:

• expiration of relinquishment payments in fiscal 2015;

• lower Corporate expenses in fiscal 2015;

• lower interest expense in fiscal 2015 and 2014;

• higher Corporate expenses in fiscal 2014; and

• losses on early extinguishment of debt of $4.0 million, $62.0 million and $11.5 million in fiscal 2015, 2014 and 2013, respectively.

Net revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year were relatively flat.

Net revenues for the fiscal year ended September 30, 2014 compared to the prior fiscal year declined primarily due to lower gaming revenues at Mohegan Sun.

Income from operations for the fiscal year ended September 30, 2015 compared to the prior fiscal year increased primarily as a result of lower operating costs and expenses at both Mohegan Sun and Mohegan Sun Pocono, combined with reduced Corporate expenses.

Income from operations for the fiscal year ended September 30, 2014 compared to the prior fiscal year declined primarily due to the reduction in net revenues, combined with higher Corporate expenses.

Net income attributable to the Authority for the fiscal year ended September 30, 2015 compared to the prior fiscal year increased primarily as a result of the growth in income from operations and reduced non-operating loss on early extinguishment of debt. The increase in net income attributable to the Authority also reflected lower interest expense.

Net income attributable to the Authority for the fiscal year ended September 30, 2014 compared to the prior fiscal year declined primarily due to the non-operating loss on early extinguishment of debt, combined with the reduction in income from operations.

Mohegan Sun

Revenues

Revenues consisted of the following (in thousands):

	For the Fiscal Years Ended September 30,
							Variance						Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Gaming	$	861,919	$	858,780	$	911,180	$	3,139		$	(52,400	)		0.4	%		(5.8	)%
Food and beverage		61,538		62,940		60,026		(1,402	)		2,914			(2.2	)%		4.9	%
Hotel		44,836		42,921		40,873		1,915			2,048			4.5	%		5.0	%
Retail, entertainment and other		102,901		108,776		108,508		(5,875	)		268			(5.4	)%		0.2	%
Gross revenues		1,071,194		1,073,417		1,120,587		(2,223	)		(47,170	)		(0.2	)%		(4.2	)%
Less-Promotional allowances		77,184		78,317		78,509		(1,133	)		(192	)		(1.4	)%		(0.2	)%
Net revenues	$	994,010	$	995,100	$	1,042,078	$	(1,090	)	$	(46,978	)		(0.1	)%		(4.5	)%

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

	For the Fiscal Years Ended September 30,
	2015			2014			2013
Gaming		80.5	%		80.0	%		81.3	%
Food and beverage		5.7	%		5.9	%		5.4	%
Hotel		4.2	%		4.0	%		3.6	%
Retail, entertainment and other		9.6	%		10.1	%		9.7	%
Total		100.0	%		100.0	%		100.0	%

Promotional Allowances

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

	For the Fiscal Years Ended September 30,
							Variance						Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Food and beverage	$	26,039	$	26,330	$	22,747	$	(291	)	$	3,583			(1.1	)%		15.8	%
Hotel		13,429		13,301		13,798		128			(497	)		1.0	%		(3.6	)%
Retail, entertainment and other		37,716		38,686		41,964		(970	)		(3,278	)		(2.5	)%		(7.8	)%
Total	$	77,184	$	78,317	$	78,509	$	(1,133	)	$	(192	)		(1.4	)%		(0.2	)%

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

	For the Fiscal Years Ended September 30,
							Variance						Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Food and beverage	$	24,263	$	26,143	$	22,893	$	(1,880	)	$	3,250			(7.2	)%		14.2	%
Hotel		5,931		6,789		7,215		(858	)		(426	)		(12.6	)%		(5.9	)%
Retail, entertainment and other		33,191		34,601		38,346		(1,410	)		(3,745	)		(4.1	)%		(9.8	)%
Total	$	63,385	$	67,533	$	68,454	$	(4,148	)	$	(921	)		(6.1	)%		(1.3	)%

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

	For the Fiscal Years Ended September 30,
										Variance						Percentage Variance
	2015			2014			2013			15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Slots:
Handle	$	7,049,990		$	7,158,030		$	7,527,822		$	(108,040	)	$	(369,792	)		(1.5	)%		(4.9	)%
Gross revenues	$	582,521		$	582,103		$	618,680		$	418		$	(36,577	)		0.1	%		(5.9	)%
Net revenues	$	560,643		$	561,601		$	595,302		$	(958	)	$	(33,701	)		(0.2	)%		(5.7	)%
Free promotional slot plays (1)	$	57,222		$	65,185		$	66,261		$	(7,963	)	$	(1,076	)		(12.2	)%		(1.6	)%
Weighted average number of machines (in units)		5,268			5,470			5,553			(202	)		(83	)		(3.7	)%		(1.5	)%
Hold percentage (gross)		8.3	%		8.1	%		8.2	%		0.2	%		(0.1	)%		2.5	%		(1.2	)%
Win per unit per day (gross) (in dollars)	$	303		$	292		$	305		$	11		$	(13	)		3.8	%		(4.3	)%
Table games:
Drop	$	1,763,419		$	1,844,191		$	1,859,821		$	(80,772	)	$	(15,630	)		(4.4	)%		(0.8	)%
Revenues	$	287,426		$	283,413		$	300,099		$	4,013		$	(16,686	)		1.4	%		(5.6	)%
Weighted average number of games (in units)		283			288			285			(5	)		3			(1.7	)%		1.1	%
Hold percentage (2)		16.3	%		15.4	%		16.1	%		0.9	%		(0.7	)%		5.8	%		(4.3	)%
Win per unit per day (in dollars)	$	2,781		$	2,692		$	2,886		$	89		$	(194	)		3.3	%		(6.7	)%
Poker:
Revenues	$	9,772		$	9,838		$	9,867		$	(66	)	$	(29	)		(0.7	)%		(0.3	)%
Weighted average number of tables (in units)		42			42			42			—			—			—			—
Revenue per unit per day (in dollars)	$	637		$	643		$	644		$	(6	)	$	(1	)		(0.9	)%		(0.2	)%

(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.

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Gaming revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year were relatively flat. Gaming revenues for the fiscal year ended September 30, 2015 benefited from increased table game revenues due to higher year-over-year hold percentage, partially offset by lower slot revenues.

Gaming revenues for the fiscal year ended September 30, 2014 compared to the prior fiscal year declined primarily as a result of lower slot revenues which we believe was primarily due to the lingering effects of the most recent economic recession and a competitive gaming market. The decline in gaming revenues also reflected lower table game revenues primarily driven by lower year-over-year hold percentage.

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

	For the Fiscal Years Ended September 30,
							Variance						Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Meals served		2,881		2,951		2,798		(70	)		153			(2.4	)%		5.5	%
Average price per meal served (in dollars)	$	15.92	$	16.03	$	16.15	$	(0.11	)	$	(0.12	)		(0.7	)%		(0.7	)%

Food and beverage revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year declined primarily as a result of the decrease in meals served. The decrease in meals served primarily reflected the replacement of a Mohegan Sun-owned food and beverage outlet with a third-party operator.

Food and beverage revenues for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily due to the increase in meals served. The increase in meals served resulted from changes in our promotional programs.

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

	For the Fiscal Years Ended September 30,
										Variance						Percentage Variance
	2015			2014			2013			15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Rooms occupied		420			418			415			2			3			0.5	%		0.7	%
Occupancy rate		98.0	%		97.4	%		96.8	%		0.6	%		0.6	%		0.6	%		0.6	%
Average daily room rate (in dollars)	$	100		$	97		$	94		$	3		$	3			3.1	%		3.2	%
Revenue per available room (in dollars)	$	98		$	95		$	91		$	3		$	4			3.2	%		4.4	%

Hotel revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year increased primarily as a result of an increase in hotel occupancy by higher paying transient guests.

Hotel revenues for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily due to an increase in hotel occupancy by higher paying transient and group guests.

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

	For the Fiscal Years Ended September 30,
							Variance					Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13		15 vs. 14			14 vs. 13
Arena events (in events)		120		109		108		11			1		10.1	%		0.9	%
Arena tickets		691		684		675		7			9		1.0	%		1.3	%
Average price per arena ticket (in dollars)	$	50.60	$	54.88	$	53.58	$	(4.28	)	$	1.30		(7.8	)%		2.4	%

Retail, entertainment and other revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year decreased primarily as a result of lower gasoline revenues driven by a decline in average price per gallon of gasoline sold at both our patron and employee gasoline and convenience centers. The decrease in retail, entertainment and other revenues also reflected lower entertainment revenues primarily due to a reduction in the number of headliner shows held at the Mohegan Sun Arena.

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Retail, entertainment and other revenues for the fiscal year ended September 30, 2014 compared to the prior fiscal year were relatively flat.

Operating Costs and Expenses

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

	For the Fiscal Years Ended September 30,
										Variance						Percentage Variance
	2015			2014			2013			15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Gaming	$	457,948		$	488,293		$	507,069		$	(30,345	)	$	(18,776	)		(6.2	)%		(3.7	)%
Food and beverage		33,358			32,737			33,668			621			(931	)		1.9	%		(2.8	)%
Hotel		14,062			15,287			14,339			(1,225	)		948			(8.0	)%		6.6	%
Retail, entertainment and other		43,993			48,406			42,713			(4,413	)		5,693			(9.1	)%		13.3	%
Advertising, general and administrative		161,393			159,300			163,440			2,093			(4,140	)		1.3	%		(2.5	)%
Depreciation and amortization		64,520			66,686			68,342			(2,166	)		(1,656	)		(3.2	)%		(2.4	)%
(Gain) loss on disposition of assets		1,022			(10	)		222			1,032			(232	)		N.M.			N.M.
Severance		3,244			—			(146	)		3,244			146			100.0	%		100.0	%
Impairment of Project Horizon		2,502			4,981			—			(2,479	)		4,981			49.8	%		100.0	%
Relinquishment liability reassessment		(243	)		(1,905	)		(249	)		1,662			(1,656	)		87.2	%		N.M.
Total	$	781,799		$	813,775		$	829,398		$	(31,976	)	$	(15,623	)		(3.9	)%		(1.9	)%

N.M. - Not Meaningful.

Gaming costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year declined primarily as a result of continued 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 reduction in gaming costs and expenses also resulted from lower costs related to coupon and Momentum Dollar redemptions at both Mohegan Sun-owned and third-party outlets. Expenses associated with the combined slot win and free promotional slot play contributions totaled $145.6 million and $146.5 million for the fiscal years ended September 30, 2015 and 2014, respectively. Gaming costs and expenses as a percentage of gaming revenues were 53.1% and 56.9% for the fiscal years ended September 30, 2015 and 2014, respectively.

Gaming costs and expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year declined primarily due to lower combined slot win and free promotional slot play contribution expenses commensurate with the decline in slot revenues. The reduction in gaming costs and expenses also reflected reduced payroll costs and lower costs related to Momentum Dollar redemptions at third-party outlets. These results were partially offset by higher costs related to coupon redemptions at third-party outlets. Expenses associated with the combined slot win and free promotional slot play contributions totaled $146.5 million and $155.8 million for the fiscal years ended September 30, 2014 and 2013, respectively. Gaming costs and expenses as a percentage of gaming revenues were 56.9% and 55.6% for the fiscal years ended September 30, 2014 and 2013, respectively.

Food and beverage costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year increased primarily as a result of lower amounts of food and beverage complimentaries related costs being allocated to gaming costs and expenses. These results were partially offset by lower payroll costs.

Food and beverage costs and expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year declined primarily due to higher amounts of food and beverage complimentaries related costs being allocated to gaming costs and expenses. The reduction in food and beverage costs and expenses also resulted from lower payroll costs.

Hotel costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year declined primarily as a result of lower payroll costs, partially offset by lower amounts of hotel complimentaries related costs being allocated to gaming costs and expenses.

38

Hotel costs and expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily due to higher payroll costs, combined with lower amounts of hotel complimentaries related costs being allocated to gaming costs and expenses.

Retail, entertainment and other costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year decreased primarily as a result of lower gasoline cost of goods sold commensurate with the decline in gasoline revenues. The decline in retail, entertainment and other costs and expenses also reflected lower entertainment costs. These results were partially offset by lower amounts of retail, entertainment and other complimentaries related costs being allocated to gaming costs and expenses.

Retail, entertainment and other costs and expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily due to higher entertainment costs, combined with lower amounts of retail, entertainment and other complimentaries related costs being allocated to gaming costs and expenses. These results were partially offset by lower payroll costs and gasoline and retail cost of goods sold.

Advertising, general and administrative costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year increased primarily as a result of higher payroll costs. These results were partially offset by lower utility costs, combined with our overall focus on managing expenses, including expenditures associated with services provided by third-party providers.

Advertising, general and administrative costs and expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year declined primarily due to reductions in payroll and insurance costs, as well as expenses associated with services provided by the State of Connecticut. These results were partially offset by higher utility costs.

Depreciation and amortization expenses for the fiscal years ended September 30, 2015 and 2014 compared to the prior fiscal years decreased due to assets becoming fully depreciated.

Severance for the fiscal year ended September 30, 2015 reflected charges related to a February 2015 workforce 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. Cash payments commenced in March 2015 and were completed in November 2015.

Impairment of Project Horizon for the fiscal year ended September 30, 2015 resulted from a re-evaluation of our plans with respect to the development of the planned third-party developed and owned retail center following an agreement with an instrumentality of the Tribe to develop the planned hotel. Based on our re-evaluation, we determined that the retail element, including master planning costs, was no longer feasible. Accordingly, the related assets did not have any future benefit to us, and, we recognized the related $2.5 million impairment charge.

Impairment of Project Horizon for the fiscal year ended September 30, 2014 resulted from a further re-evaluation of our plans with respect to the development of the new hotel element of the project, including the final location of the planned hotel. Based on our re-evaluation and new design plans, which then 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, we determined that certain design and earthwork related assets did not have any future benefit to us, and, accordingly, we recognized the related $5.0 million impairment charge.

Relinquishment liability reassessments for the fiscal years ended September 30, 2015 and 2014 had the effect of reducing operating costs and expenses. The relinquishment liability reassessment credits resulted from reductions in Mohegan Sun revenues and revenue projections as of the end of each respective fiscal year compared to projections as of the end of the related prior fiscal year. The relinquishment agreement expired on December 31, 2014. As of September 30, 2015, no amount was outstanding under the relinquishment agreement.

39

Mohegan Sun Pocono

Revenues

Revenues consisted of the following (in thousands):

	For the Fiscal Years Ended September 30,
							Variance						Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Gaming	$	271,801	$	274,783	$	279,022	$	(2,982	)	$	(4,239	)		(1.1	)%		(1.5	)%
Food and beverage		28,182		28,715		26,225		(533	)		2,490			(1.9	)%		9.5	%
Hotel (1)		5,660		4,389		—		1,271			4,389			29.0	%		100.0	%
Retail, entertainment and other		9,581		9,219		8,661		362			558			3.9	%		6.4	%
Gross revenues		315,224		317,106		313,908		(1,882	)		3,198			(0.6	)%		1.0	%
Less-Promotional allowances		20,089		20,528		17,260		(439	)		3,268			(2.1	)%		18.9	%
Net Revenues	$	295,135	$	296,578	$	296,648	$	(1,443	)	$	(70	)		(0.5	)%		—	%

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

40

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

	For the Fiscal Years Ended September 30,
	2015			2014			2013
Gaming		86.2	%		86.6	%		88.9	%
Food and beverage		9.0	%		9.1	%		8.3	%
Hotel		1.8	%		1.4	%		—
Retail, entertainment and other		3.0	%		2.9	%		2.8	%
Total		100.0	%		100.0	%		100.0	%

Promotional Allowances

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

	For the Fiscal Years Ended September 30,
							Variance					Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13		15 vs. 14			14 vs. 13
Food and beverage	$	16,094	$	16,864	$	15,576	$	(770	)	$	1,288		(4.6	)%		8.3	%
Hotel		1,711		1,419		—		292			1,419		20.6	%		100.0	%
Retail, entertainment and other		2,284		2,245		1,684		39			561		1.7	%		33.3	%
Total	$	20,089	$	20,528	$	17,260	$	(439	)	$	3,268		(2.1	)%		18.9	%

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

	For the Fiscal Years Ended September 30,
							Variance					Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13		15 vs. 14			14 vs. 13
Food and beverage	$	10,859	$	11,793	$	11,232	$	(934	)	$	561		(7.9	)%		5.0	%
Hotel		2,467		2,190		—		277			2,190		12.6	%		100.0	%
Retail, entertainment and other		2,368		2,171		1,808		197			363		9.1	%		20.1	%
Total	$	15,694	$	16,154	$	13,040	$	(460	)	$	3,114		(2.8	)%		23.9	%

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

	For the Fiscal Years Ended September 30,
										Variance						Percentage Variance
	2015			2014			2013			15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Slots:
Handle	$	2,603,006		$	2,631,689		$	2,897,095		$	(28,683	)	$	(265,406	)		(1.1	)%		(9.2	)%
Gross revenues	$	213,854		$	218,181		$	220,127		$	(4,327	)	$	(1,946	)		(2.0	)%		(0.9	)%
Net revenues	$	213,490		$	218,175		$	220,151		$	(4,685	)	$	(1,976	)		(2.1	)%		(0.9	)%
Free promotional slot plays (1)	$	46,488		$	48,848		$	76,736		$	(2,360	)	$	(27,888	)		(4.8	)%		(36.3	)%
Weighted average number of machines (in units)		2,331			2,331			2,332			—			(1	)		—			—	%
Hold percentage (gross)		8.2	%		8.3	%		7.6	%		(0.1	)%		0.7	%		(1.2	)%		9.2	%
Win per unit per day (gross) (in dollars)	$	251		$	256		$	259		$	(5	)	$	(3	)		(2.0	)%		(1.2	)%
Table games:
Drop	$	228,640		$	213,736		$	197,173		$	14,904		$	16,563			7.0	%		8.4	%
Revenues	$	45,143		$	41,557		$	39,547		$	3,586		$	2,010			8.6	%		5.1	%
Weighted average number of games (in units)		73			68			66			5			2			7.4	%		3.0	%
Hold percentage (2)		19.7	%		19.4	%		20.1	%		0.3	%		(0.7	)%		1.5	%		(3.5	)%
Win per unit per day (in dollars)	$	1,699		$	1,684		$	1,642		$	15		$	42			0.9	%		2.6	%
Poker:
Revenues	$	3,033		$	3,404		$	3,957		$	(371	)	$	(553	)		(10.9	)%		(14.0	)%
Weighted average number of tables (in units)		18			18			18			—			—			—			—
Revenue per unit per day (in dollars)	$	462		$	518		$	602		$	(56	)	$	(84	)		(10.8	)%		(14.0	)%

(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.

41

Gaming revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year declined primarily as a result of lower slot revenues, partially offset by increased table game revenues. We believe slot revenues continued to be pressured by the lingering effects of the most recent economic recession, while table game revenues benefited from increased volumes driven by the addition of our hotel and convention center.

Gaming revenues for the fiscal year ended September 30, 2014 compared to the prior fiscal year declined primarily due to lower slot revenues which we believe was driven by the lingering effects of the most recent economic recession. We believe the decline in slot revenues also reflected changes in operations designed to improve profitability. These results were partially offset by higher table game revenues which benefited from the addition of our new hotel and convention center.

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

	For the Fiscal Years Ended September 30,
							Variance					Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13		15 vs. 14			14 vs. 13
Meals served		695		768		731		(73	)		37		(9.5	)%		5.1	%
Average price per meal served (in dollars)	$	17.94	$	17.21	$	16.41	$	0.73		$	0.80		4.2	%		4.9	%

Food and beverage revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year decreased primarily as a result of the reduction in meals served due, in part, to changes in the hours of operation of a Mohegan Sun Pocono-owned food and beverage outlet.

Food and beverage revenues for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily due to the addition of our new hotel and convention center, combined with changes in our promotional programs.

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

	For the Fiscal Years Ended September 30,
									Variance						Percentage Variance
	2015			2014			2013		15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Rooms occupied		82			68			—		14			68			20.6	%		100.0	%
Occupancy rate		95.2	%		91.7	%		—		3.5	%		91.7	%		3.8	%		100.0	%
Average daily room rate (in dollars)	$	64		$	61			—	$	3			61			4.9	%		100.0	%
Revenue per available room (in dollars)	$	61		$	56			—	$	5			56			8.9	%		100.0	%

Hotel revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year increased primarily as a result of a full year of hotel operations.

Hotel operations commenced on November 15, 2013.

Retail, entertainment and other revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year increased primarily as a result of higher retail revenues resulting from changes in our promotional programs.

Retail, entertainment and other revenues for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily due to additional entertainment revenues driven by our new hotel and convention center, which includes a 1,500-seat entertainment venue. Retail, entertainment and other revenues also benefited from higher retail revenues resulting from changes in promotional programs.

42

Operating Costs and Expenses

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

	For the Fiscal Years Ended September 30,
								Variance						Percentage Variance
	2015			2014		2013		15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Gaming	$	193,952		$	198,728	$	201,860	$	(4,776	)	$	(3,132	)		(2.4	)%		(1.6	)%
Food and beverage		8,196			8,745		7,907		(549	)		838			(6.3	)%		10.6	%
Hotel (1)		5,724			4,631		—		1,093			4,631			23.6	%		100.0	%
Retail, entertainment and other		1,786			2,539		1,146		(753	)		1,393			(29.7	)%		121.6	%
Advertising, general and administrative		27,531			31,339		29,233		(3,808	)		2,106			(12.2	)%		7.2	%
Depreciation and amortization		12,007			12,452		11,858		(445	)		594			(3.6	)%		5.0	%
(Gain) loss on disposition of assets		(4	)		1		19		(5	)		(18	)		N.M.			(94.7	)%
Severance		126			—		175		126			(175	)		100.0	%		(100.0	)%
Pre-opening		—			1,187		687		(1,187	)		500			(100.0	)%		72.8	%
Total	$	249,318		$	259,622	$	252,885	$	(10,304	)	$	6,737			(4.0	)%		2.7	%

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

N.M. - Not Meaningful.

Gaming costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year declined primarily as a result of lower Pennsylvania slot machine tax expenses commensurate with the reduction in slot revenues and reduced payroll costs. Expenses associated with the Pennsylvania slot machine tax totaled $119.6 million and $122.3 million for the fiscal years ended September 30, 2015 and 2014, respectively. Expenses associated with the Pennsylvania table game tax totaled $6.7 million and $6.3 million for the fiscal years ended September 30, 2015 and 2014, respectively. Gaming costs and expenses as a percentage of gaming revenues were 71.4% and 72.3% for the fiscal years ended September 30, 2015 and 2014, respectively.

Gaming costs and expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year declined primarily due to lower Pennsylvania slot machine tax expenses commensurate with the reduction in slot revenues. The decline in gaming costs and expenses also reflected lower costs related to coupon redemptions at third-party outlets and reduced payroll costs. These results were partially offset by higher costs related to Momentum Dollar redemptions at Mohegan Sun Pocono-owned outlets and increased Pennsylvania regulatory fee assessments which were temporarily suspended in May and June 2013. Expenses associated with the Pennsylvania slot machine tax totaled $122.3 million and $124.0 million for the fiscal years ended September 30, 2014 and 2013, respectively. Expenses associated with the Pennsylvania table game tax totaled $6.3 million and $6.1 million for the fiscal years ended September 30, 2014 and 2013, respectively. Gaming costs and expenses as a percentage of gaming revenues were 72.3% for each of the fiscal years ended September 30, 2014 and 2013.

Food and beverage costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year decreased primarily as a result of lower payroll costs and cost of goods sold commensurate with the decline in food and beverage revenues. These results were partially offset by lower amounts of food and beverage complimentaries related costs being allocated to gaming costs and expenses.

Food and beverage costs and expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily due to higher payroll costs and cost of goods sold commensurate with the increase in food and beverage revenues. These results were partially offset by higher amounts of food and beverage complimentaries related costs being allocated to gaming costs and expenses.

Hotel costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year increased primarily as a result of a full year of hotel operations.

Hotel operations commenced on November 15, 2013.

Retail, entertainment and other costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year declined primarily as a result of lower entertainment costs driven by a reduction in the number of shows held at our 1,500-seat entertainment venue and non-recurring costs associated with the January 2014 grand opening festivities for our hotel.

43

Retail, entertainment and other costs and expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily due to additional costs and expenses necessary to support our new 1,500-seat entertainment venue. These results were partially offset by higher amounts of retail, entertainment and other complimentaries related costs being allocated to gaming costs and expenses.

Advertising, general and administrative costs and expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year declined primarily as a result of lower expenses associated with property taxes and reduced advertising and utility costs.

Advertising, general and administrative costs and expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily due to higher payroll costs and other additional administrative costs and expenses necessary to support our new hotel and convention center.

Depreciation and amortization expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal year decreased as a result of assets becoming fully depreciated.

Depreciation and amortization expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased due to the placement of furniture and equipment related to our new hotel and convention center into service in fiscal 2014.

Pre-opening costs and expenses for the fiscal years ended September 30, 2014 and 2013 were comprised of personnel costs associated with preparation for the opening of our new hotel and convention center.

Corporate and Other

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

	For the Fiscal Years Ended September 30,
							Variance					Percentage Variance
	2015		2014		2013		15 vs. 14			14 vs. 13		15 vs. 14			14 vs. 13
Gross revenues (1)	$	7,640	$	5,490	$	1,390	$	2,150		$	4,100		39.2	%		295.0	%
Less-Promotional allowances		73		99		88		(26	)		11		(26.3	)%		12.5	%
Net revenues	$	7,567	$	5,391	$	1,302	$	2,176		$	4,089		40.4	%		314.1	%
Expenses	$	31,367	$	41,276	$	28,122	$	(9,909	)	$	13,154		(24.0	)%		46.8	%
Depreciation and amortization		1,053		988		117		65			871		6.6	%		744.4	%
Total expenses	$	32,420	$	42,264	$	28,239	$	(9,844	)	$	14,025		(23.3	)%		49.7	%

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

Corporate and other revenues for the fiscal year ended September 30, 2015 compared to the prior fiscal year increased primarily due to higher management fees earned in connection with our joint venture and management arrangement with Resorts Casino Hotel. The increase in Corporate and other revenues also reflected higher inter-segment lease revenues which are eliminated in consolidation.

Corporate and other revenues for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily as a result of inter-segment lease revenues earned by Downs Lodging, LLC, or Downs Lodging, a wholly-owned unrestricted subsidiary, which developed, financed and built Project Sunlight, our new hotel and convention center located at Mohegan Sun Pocono. All inter-segment revenues are eliminated in consolidation.

Corporate and other expenses for the fiscal year ended September 30, 2015 compared to the prior fiscal 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 and higher payroll costs.

44

Corporate and other expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased primarily as a result of higher professional and development related expenditures associated with our unsuccessful pursuit of a Massachusetts casino license.

Depreciation and amortization expenses for the fiscal year ended September 30, 2014 compared to the prior fiscal year increased due to the placement of our new hotel and convention center into service in fiscal 2014.

Other Income (Expense)

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

	For the Fiscal Years Ended September 30,
										Variance						Percentage Variance
	2015			2014			2013			15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Accretion of discount to the relinquishment liability (1)	$	(227	)	$	(2,205	)	$	(4,974	)	$	1,978		$	2,769			89.7	%		55.7	%
Interest income (2)		7,983			7,066			6,271			917			795			13.0	%		12.7	%
Interest expense, net of capitalized interest		(143,876	)		(147,933	)		(170,150	)		4,057			22,217			2.7	%		13.1	%
Loss on early extinguishment of debt		(3,987	)		(62,041	)		(11,516	)		58,054			(50,525	)		93.6	%		(438.7	)%
Other expense, net (3)		(929	)		(853	)		(1,595	)		(76	)		742			(8.9	)%		46.5	%
Total other expense	$	(141,036	)	$	(205,966	)	$	(181,964	)	$	64,930		$	(24,002	)		31.5	%		(13.2	)%

(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 loss from unconsolidated affiliates.

Interest expense for the fiscal year ended September 30, 2015 compared to the prior fiscal year declined as a result of lower weighted average outstanding debt and rate. Weighted average outstanding debt was $1.73 billion for the fiscal year ended September 30, 2015 compared to $1.75 billion in the prior fiscal year. Weighted average interest rate was 8.3% for the fiscal year ended September 30, 2015 compared to 8.5% in the prior fiscal year.

Interest expense for the fiscal year ended September 30, 2014 compared to the prior fiscal year decreased due to lower weighted average interest rate driven by our August and November 2013 refinancing transactions. Weighted average interest rate was 8.5% for the fiscal year ended September 30, 2014 compared to 10.1% in the prior fiscal year. Weighted average outstanding debt was $1.75 billion for the fiscal year ended September 30, 2014 compared to $1.70 billion in the prior fiscal year.

Loss on early extinguishment of debt for the fiscal year ended September 30, 2015 represented financing fees expensed in connection with our August 2015 refinancing transactions.

We incurred approximately $6.6 million in costs in connection with these refinancing transactions, consisting primarily of consulting, legal, advisory and amendment fees. Previously deferred debt discounts and debt issuance costs totaling $2.3 million, as well as $1.7 million in new transaction costs, were expensed and recorded as a loss on early extinguishment of debt. Of the remaining $4.9 million in new transaction costs, $4.7 million was recorded as a reduction to the carrying amount of the related debt and will be amortized over the term of the related debt. The remaining $219,000 in new costs was capitalized and will be amortized over the term of the related debt.

Loss on early extinguishment of debt for the fiscal year ended September 30, 2014 represented financing fees expensed in connection with our November 2013 refinancing transactions. We incurred approximately $60.8 million in costs in connection with these refinancing transactions, consisting primarily of consulting, legal and tender and consent fees. Previously deferred debt discounts and debt issuance costs totaling $22.4 million, as well as $39.6 million in new transaction costs, were expensed and recorded as a loss on early extinguishment of debt. Of the remaining $21.2 million in new transaction costs, $19.0 million was recorded as a reduction to the carrying amount of the related debt and will be amortized over the term of the related debt. The remaining $2.2 million in new costs was capitalized and will be amortized over the term of the related debt.

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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 fiscal year ended September 30, 2015 are not necessarily indicative of operating results for interim periods.

Liquidity and Capital Resources

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

	For the Fiscal Years Ended September 30,
										Variance						Percentage Variance
	2015			2014			2013			15 vs. 14			14 vs. 13			15 vs. 14			14 vs. 13
Net cash provided by operating activities	$	169,418		$	73,016		$	102,951		$	96,402		$	(29,935	)		132.0	%		(29.1	)%
Net cash used in investing activities		(26,794	)		(22,455	)		(33,168	)		(4,339	)		10,713			(19.3	)%		32.3	%
Net cash used in financing activities		(125,978	)		(65,077	)		(120,243	)		(60,901	)		55,166			(93.6	)%		45.9	%
Net increase (decrease) in cash and cash equivalents	$	16,646		$	(14,516	)	$	(50,460	)	$	31,162		$	35,944			214.7	%		71.2	%

As of September 30, 2015 and 2014, we held cash and cash equivalents of $65.8 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 and gains and losses on early extinguishment of debt.

The increase in cash provided by operating activities for the fiscal year ended September 30, 2015 compared to the prior fiscal year primarily resulted from increased net income, partially offset by slightly higher working capital requirements. The decline in cash provided by operating activities for the fiscal year ended September 30, 2014 compared to the prior fiscal year primarily resulted from a reduction in net income. Cash provided by operating activities for the fiscal year ended September 30, 2014 were negatively impacted by approximately $52.0 million as a result of our November 2013 refinancing transactions, including the payment of tender and consent fees. These results were partially offset by lower working capital requirements.

Operating activities are a significant source of our cash flows. We utilize cash flows from operations for scheduled interest payments, debt reduction, distributions to the Tribe, capital expenditures and projected working capital needs, 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 increase in cash used in investing activities for the fiscal year ended September 30, 2015 compared to the prior fiscal year was primarily due to increased capital expenditures after factoring in related restricted cash and

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higher reimbursable costs and expenses advanced on behalf of the Cowlitz Indian Tribe for the Cowlitz Project, a proposed casino to be owned by the Cowlitz Indian Tribe and developed and managed by us. The decline in cash used in investing activities for the fiscal year ended September 30, 2014 compared to the prior fiscal year was primarily due to our October 2012 acquisition of a 10% ownership interest in Resorts Atlantic City, combined with lower capital expenditures after factoring in related restricted cash.

The increase in cash used in financing activities for the fiscal year ended September 30, 2015 compared to the prior fiscal year was driven by debt repayments, partially offset by reduced relinquishment and financing fee payments. The decrease in cash used in financing activities for the fiscal year ended September 30, 2014 compared to the prior fiscal year was primarily attributable to increased borrowings to fund financing fees associated with our November 2013 refinancing transactions.

External Sources of Liquidity

On August 11, 2015, we completed a series of refinancing transactions including the redemption of $175.0 million of our 2012 senior subordinated notes with proceeds from the issuance of an additional $90.0 million of loans under our term loan B facility and an additional $85.0 million of 2013 senior unsecured notes (all further discussed below).

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).

On August 11, 2015, we entered into an increase joinder and amendment agreement among us, the Tribe, the guarantors as defined below, Citizens Bank, N.A., as administrative agent, and the lenders party thereto, amending the senior secured credit facilities. Pursuant to the amendment, we borrowed $90.0 million of increase term B loans on the same terms as the existing term B loans under term loan B facility. The net proceeds from this transaction were used to redeem outstanding 2012 senior subordinated notes (further discussed below).

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 September 30, 2015, amounts outstanding under the revolving facility, term loan A facility and term loan B facility totaled $21.0 million, $111.7 million and $807.0 million, respectively. As of September 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 $76.0 million of borrowing capacity under the revolving facility and line of credit as of September 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

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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 are also 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 September 30, 2015, the $21.0 million outstanding under the revolving facility was comprised of an $11.0 million base rate loan based on a base rate of 3.25% plus 300 basis points and $10.0 million in Eurodollar rate loans based on a Eurodollar rate of 0.20% plus 400 basis points. The commitment fee was 0.50% as of September 30, 2015. As of September 30, 2015, the $111.7 million outstanding under the term loan A facility was based on a Eurodollar rate of 0.33% plus 400 basis points. As of September 30, 2015, the $807.0 million outstanding under the term loan B facility was based on the Eurodollar rate floor of 1.0% plus 450 basis points. As of September 30, 2015, the effective interest rates of amounts outstanding under the term loan A facility and term loan B facility, after taking into account discounts and debt issuance costs, were 5.30% and 6.24%, respectively.

Our obligations under the senior secured credit facilities are fully and unconditionally guaranteed, jointly and severally, by Mohegan Commercial Ventures-PA, LLC, Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P., Northeast Concessions, L.P., Mohegan Basketball Club, LLC, or MBC, Mohegan Golf, LLC, Mohegan Ventures-NW, LLC, Mohegan Ventures Wisconsin, LLC, Wisconsin Tribal Gaming, LLC and MTGA Gaming, LLC, 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 are also 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:
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:
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:
September 30, 2015 and thereafter	1.05:1.00

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

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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 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 initial 2013 senior unsecured notes. On August 11, 2015, we issued an additional $85.0 million of senior unsecured notes under the initial 2013 senior unsecured notes indenture, or the additional 2013 senior unsecured notes, and, together with the initial 2013 senior unsecured notes, the 2013 senior unsecured notes. Subsequent to this transaction, an aggregate principal amount of $585.0 million 2013 senior unsecured notes is outstanding. As of September 30, 2015, the effective interest rate of the 2013 senior unsecured notes, after taking into account premiums, discounts and debt issuance costs, was 10.03%. The net proceeds from the additional 2013 senior unsecured notes were used to redeem outstanding 2012 senior subordinated notes (further discussed below).

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 (and additional interest in the case of the additional 2013 senior unsecured notes, if any, pursuant to the registration rights agreement described below) 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 (and additional interest in the case of the additional 2013 senior unsecured notes, if any) 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 (and additional interest in the case of the additional 2013 senior unsecured notes, if any) 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 (and additional interest in the case of the additional 2013 senior unsecured notes, if any). Interest on the 2013 senior unsecured notes is payable semi-annually on March 1^st and September 1^st.

In March 2014, we completed an offer to exchange the initial 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 are also 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

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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.

Registration Rights Agreement

On August 11, 2015, we 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, we 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, we may also be obligated to file a shelf registration statement with respect to the additional 2013 senior unsecured notes.

Facility Agreement for Senior Unsecured Notes

On November 18, 2015, we entered into an agreement, or the facility agreement, by and among us, the Tribe and UBS AG, London Branch, or UBS. Pursuant to the facility agreement, we may issue, from time to time, to UBS or its designee, senior unsecured notes in an aggregate principal amount of up to $200.0 million, with varying amounts, borrowing dates, maturities and interest rates, as may be agreed with UBS or its designee.

On November 20, 2015, pursuant to the facility agreement, we entered into a note purchase agreement, or the note purchase agreement, by and among us, the Tribe and the purchaser named therein, or the purchaser. In accordance with the note purchase agreement, we issued floating rate senior notes due 2017 in an aggregate principal amount of $100.0 million, or the 2015 senior unsecured notes, to the purchaser in a private offering that closed on November 20, 2015. The 2015 senior unsecured notes are senior unsecured obligations. Pursuant to a guarantee agreement dated November 20, 2015, certain of our subsidiaries, which are the same guarantors that guarantee our senior secured credit facilities and other senior unsecured and senior subordinated notes, have guaranteed the 2015 senior unsecured notes. The 2015 senior unsecured notes bear interest at a rate per annum equal to LIBOR plus 4.45%, payable quarterly. The 2015 senior unsecured notes mature on December 15, 2017. We used the net proceeds from the 2015 senior unsecured notes to refinance existing indebtedness and to finance new development opportunities.

We may redeem the 2015 senior unsecured notes at any time, in whole or in part, at a price equal to 100% of the principal amount of the notes redeemed plus accrued interest to the date of redemption, customary breakage costs, a “make-whole amount,” and, if redeemed within one year of the date of issuance, a premium of 0.25%. If we experience specific kinds of change of control events, undertake certain types of asset sales or experience certain swap-related credit determinations, we will be required to make an offer to purchase the 2015 senior unsecured notes at the purchase prices set forth in the note purchase agreement. In addition, if any gaming regulatory authority requires a holder of the 2015 senior unsecured notes to be licensed, qualified or found suitable under applicable gaming laws, and such holder does not obtain such license, qualification or finding of suitability within a specified time, we can call for redemption of the 2015 senior unsecured notes held by such holder.

The 2015 senior unsecured 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 2015 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 2015 senior unsecured notes are also effectively subordinated to any indebtedness and other liabilities (including trade payables) of our subsidiaries that do not guarantee the 2015 senior unsecured notes. The 2015 senior unsecured notes rank equally in right of payment with our other unsecured, unsubordinated indebtedness, including trade payables. The 2015 senior unsecured notes are fully and unconditionally guaranteed, jointly and severally, by the guarantors.

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The note purchase agreement 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 note purchase agreement includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, certain cross-defaults, 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, plus 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. On September 10, 2015, we redeemed an additional aggregate principal amount of $175.0 million of 2012 senior subordinated notes. An aggregate principal amount of approximately $100.2 million 2012 senior subordinated notes remains outstanding as of September 30, 2015. As of September 30, 2015, the effective interest rate of the 2012 senior subordinated notes, after taking into account discounts and debt issuance costs, was 11.50%.

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.

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The 2012 senior subordinated notes are uncollateralized general obligations and are subordinated to borrowings under the senior secured credit facilities and 2013 senior unsecured notes. The 2012 senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by the guarantors.

The 2012 senior subordinated notes indenture contains 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 September 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 September 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 September 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 accrued interest at an annual rate of 10.0%. The 2009 Mohegan Tribe promissory note matured on September 30, 2015, at which time the remaining principal amount plus accrued interest was repaid.

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. As of September 30, 2015, the 2012 Mohegan Tribe Minor’s Trust promissory note accrued interest at an annual rate of 10.0% and accrued interest was 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 of September 30, 2015, principal outstanding under the 2012 Mohegan Tribe Minor’s Trust promissory note amortized 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.

The 2012 Mohegan Tribe Minor’s Trust promissory note was further amended on December 4, 2015, pursuant to which the interest rate was adjusted to an annual rate of 12.5% and accrued interest was adjusted to be

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payable quarterly commencing March 31, 2016. In addition, principal outstanding under the 2012 Mohegan Tribe Minor’s Trust promissory note will now amortize in an amount equal to $1.5 million per quarter commencing March 31, 2016 through December 31, 2016, with the remaining principal amount due at maturity. On December 4, 2015, the Cowlitz Tribe repaid $6.0 million of principal outstanding under the 2012 Mohegan Tribe Minor’s Trust promissory note on behalf of Salishan-Mohegan, leaving a remaining principal amount of $10.0 million.

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.

2015 Mohegan Tribe Promissory Note

On November 16, 2015, the Tribe made a $22.5 million loan to Mohegan Gaming Advisors, LLC, or the 2015 Mohegan Tribe promissory note. The 2015 Mohegan Tribe promissory note matures on April 15, 2016. The 2015 Mohegan Tribe promissory note accrues interest at an annual rate of 5.0% and requires a principal payment of $8.5 million, plus accrued interest, on January 15, 2016, with the remaining principal amount, plus accrued interest, due at maturity.

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 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%, with accrued interest of 10.0% payable monthly in cash during the term of the loan and the remaining 3.0% due at maturity. In addition, a 3.0% exit fee is payable upon repayment of the loan principal. On July 16, 2015, Downs Lodging prepaid approximately $4.5 million of the Downs Lodging credit facility, plus accrued interest and fees. As of September 30, 2015, approximately $40.5 million remained outstanding under the Downs Lodging credit facility. As of September 30, 2015, the effective interest rate of the Downs Lodging credit facility, after taking into account debt issuance costs, was 14.52%.

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 September 30, 2015, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging credit facility.

On November 25, 2015, Downs Lodging repaid and terminated the Downs Lodging credit facility with proceeds from a new credit agreement providing for a $25.0 million term loan from a third-party lender, or the new Downs Lodging credit facility, and a cash payment of the remaining principal amount outstanding under the Downs Lodging credit facility, plus accrued interest and fees. The new Downs Lodging credit facility matures on November 24, 2019, subject to earlier maturity in the event that 5.0% or more of our total funded indebtedness matures prior to that date, in which case the new Downs Lodging credit facility matures six months prior to such date. Principal outstanding under the new Downs Lodging credit facility amortizes in equal monthly amounts of approximately $260,000 commencing January 1, 2016, with the remaining balance due at maturity. The new Downs Lodging credit facility accrues interest as follows: (i) for base rate loans, at a base rate equal to the greater of (a) the prime rate and (b) the federal funds rate plus 50 basis points (the greater of (a) and (b), the “base rate”), plus 250 basis points and (ii) for Eurodollar rate loans, at the applicable LIBOR rate plus 350 basis points. Interest on base rate loans is payable monthly. Interest on Eurodollar rate loans is payable at the end of each applicable interest period.

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The new Downs Lodging credit facility is a senior secured obligation of Downs Lodging, collateralized by all existing and future assets of Downs Lodging. The new Downs Lodging credit facility subjects Downs Lodging to certain covenant requirements customarily found in loan agreements for similar transactions. Additionally, the new Downs Lodging credit facility includes a financial maintenance covenant pertaining to minimum debt service coverage.

Capital Expenditures

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

	Capital Expenditures
	Fiscal Year Ended September 30, 2015		Fiscal Year Ended September 30, 2014		Fiscal Year Ended September 30, 2013		Forecasted Fiscal Year 2016
Mohegan Sun:
Maintenance	$	23.7	$	16.2	$	22.4	$	26.0
Development		0.8		3.3		5.3		18.8
Subtotal		24.5		19.5		27.7		44.8
Mohegan Sun Pocono:
Maintenance		5.2		3.9		4.4		5.0
Development		0.2		—		—		1.9
Expansion		—		—		0.3		—
Subtotal		5.4		3.9		4.7		6.9
Corporate:
Development		—		—		0.7		—
Expansion—Project Sunlight		0.1		9.2		33.0		0.3
Subtotal		0.1		9.2		33.7		0.3
Total	$	30.0	$	32.6		66.1		52.0

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.

Interest Expense

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

	For the Fiscal Years Ended September 30,
	2015		2014			2013
Prior bank credit facility	$	—	$	3,199		$	22,566
Prior term loan facility		—		3,755			27,427
Senior secured credit facility – revolving		1,862		1,365			—
Senior secured credit facility - term loan A		6,329		5,731			—
Senior secured credit facility - term loan B		45,351		38,711			—
2009 11 1/2% second lien senior secured notes		—		5			24
2012 11 1/2% second lien senior secured notes		—		3,368			25,043
2012 10 1/2% third lien senior secured notes		—		—			39,777
2005 6 1/8% senior unsecured notes		—		—			402
2013 9 3/4% senior unsecured notes		50,724		49,494			6,319
2004 7 1/8% senior subordinated notes		—		1,367			1,614
2005 6 7/8% senior subordinated notes		255		664			691
2012 11% senior subordinated notes		29,990		31,094			37,785
Line of credit		225		227			7
2009 Mohegan Tribe promissory note		152		240			752
2012 Mohegan Tribe Minor’s Trust promissory note		1,650		1,725			1,922
Mohegan Tribe credit facility		—		—			135
2013 Mohegan Tribe promissory note		297		297			151
Downs Lodging credit facility		6,424		6,683			6,547
Capital leases		107		222			398
Amortization of net deferred gain on settlement of derivative instruments		—		—			(76	)
Amortization of debt issuance costs on revolving credit facilities		510		521			642
Capitalized interest		—		(735	)		(1,976	)
Total interest expense, net of capitalized interest	$	143,876	$	147,933		$	170,150

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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, distributions to the Tribe and foreseeable capital expenditures for at least the next twelve months; however, we can provide no assurance in this regard. Please refer to “Risk Factors” 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 $76.0 million of borrowing capacity under the revolving facility and line of credit as of September 30, 2015. Distributions to the Tribe are anticipated to total approximately $53 million for fiscal 2016.

Contractual Obligations and Commitments

The following table presents estimated future payment obligations related to our debt and certain other material contractual obligations and the timing of those payments as of September 30, 2015.

			Payments due by period
Contractual Obligations (in thousands)	Total		Less than 1 year (1)		1-3 years		3-5 years		More than 5 years
Long-term debt	$	1,692,206	$	67,567	$	1,030,797	$	8,169	$	585,673
Capital and operating leases		253,430		2,533		17,333		15,942		217,622
Interest payments on long-term debt and capital leases		526,571		129,954		225,429		114,150		57,038
Procurement		73,505		19,510		33,058		15,751		5,186
Total	$	2,545,712	$	219,564	$	1,306,617	$	154,012	$	865,519

(1) Represents payment obligations from October 1, 2015 to September 30, 2016. Also inclusive of the Downs Lodging credit facility, due July 2016, which was refinanced in November 2015 on a long-term basis, and, accordingly, was primarily included in long-term debt, net of current portion, in our consolidated balance sheet as of September 30, 2015.

In addition to the above listed contractual obligations, we have certain other contractual commitments as of September 30, 2015. The calculation of estimated future payments related to these contractual commitments as presented in the following table is based, in large part, on revenue projections over an extended period of time, as well as other factors that are more fully described below. Given the high level of estimate and judgment utilized in the calculation of these liabilities, future events that affect such estimates and judgments may cause actual payments to materially differ from current estimates. The amounts presented in the following table are estimates, and, while certain agreements have perpetual terms, for the purposes of calculating these amounts, we have assumed that the table contains information for only ten years.

	Payments due by period
Contractual Commitments (in thousands)	Less than 1 year (1)		1-3 years		3-5 years		5-10 years
Combined minimum slot win and free promotional slot play contributions (2)	$	146,991	$	293,561	$	245,594	$	658,276
Pennsylvania slot machine tax (3)		121,291		246,095		256,037		686,267
Pennsylvania table game tax (4)		7,057		14,520		15,088		40,440
Horsemen purses (5)		349		—		—		—
Priority distributions (6)		40,000		80,000		80,000		200,000
Town of Montville (7)		500		1,000		1,000		2,500
Total	$	316,188	$	635,176	$	597,719	$	1,587,483

(1) Represents payment obligations from October 1, 2015 to September 30, 2016.

(2) Represents portions of revenues earned on slot machines and free promotional slot plays that must be paid to the State of Connecticut. Slot win contribution payments are the lesser of: (1) 30% of gross revenues from slot machines at Mohegan Sun or (2) the greater of (a) 25% of gross revenues from slot machines at Mohegan Sun or (b) $80.0 million. Free promotional slot play contribution payments are 25% of the face amount of free promotional slot plays in excess of 11% of monthly gross revenues from slot machines at Mohegan Sun.

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(3) Represents portion of revenues earned on slot machines that must be paid to the PGCB. Pennsylvania slot machine tax payments are 55% of gross revenues from slot machines at Mohegan Sun Pocono, 2% of which is subject to a $10.0 million minimum annual threshold.

(4) Represents portion of revenues earned on table games that must be paid to the PGCB. Pennsylvania Table Game Tax payments are 12%, plus 2% in local share assessments.

(5) Represents portion of racing handle that must be paid in purses pursuant an agreement with the Pennsylvania Harness Horsemen’s Association. Payments consist of 2.5% of wagers on live races at Mohegan Sun Pocono that are simulcasted to other racetracks with the Commonwealth of Pennsylvania and 1.1% of wagers on races simulcasted to locations outside the Commonwealth of Pennsylvania.

(6) Represents payment obligations to the Tribe pursuant to a priority distribution agreement. Priority distribution payments are calculated based on our net cash flows, as defined under the priority distribution agreement, and are limited to a minimum annual amount of $40.0 million.

(7) Represents payment obligations to the Town of Montville of $500,000 per year to minimize the impact of Tribe’s reservation being held in trust.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate such estimates, including those related to revenue recognition, reserves for doubtful accounts, the liabilities associated with unredeemed Momentum Dollars and self-insurance, asset valuation, contingencies and litigation. These estimates are based on information currently available to us, as well as various other assumptions that we believe to be reasonable under current circumstances. Actual results could differ from those estimates.

We believe the following accounting policies impact significant judgments and estimates utilized in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize gaming revenues as amounts wagered less prizes paid out. Revenues from food and beverage, hotel, retail, entertainment and other services are recognized at the time such service is performed. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rental revenues are recognized in the periods in which the tenants exceed their respective percentage rent thresholds.

Reserves for Doubtful Accounts

We maintain a reserve for doubtful collection of casino, hotel and other non-gaming receivables based on our estimate of the probability that these receivables will be collected. We assess the adequacy of this reserve by continuously evaluating historical experience, creditworthiness of the related patron and all other available information. Future business or economic trends could affect the collectability of these receivables and the related reserve.

We also maintain reserves for doubtful collection of reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project and WTG on behalf of the Menominee Tribe for the Menominee Project based on our estimate of the probability that the receivables will be collected. We assess the reserve for doubtful collection of the Salishan-Mohegan receivables for adequacy on a quarterly basis. Future developments in the construction of the proposed casino or other matters affecting the Cowlitz Project could affect the collectability of the Salishan-Mohegan receivables and the related reserve. The WTG receivables are fully reserved.

Unredeemed Momentum Dollars

We maintain an accrual for unredeemed Momentum Dollars. This accrual is based on the estimated cost of Momentum Dollars expected to be redeemed as of the respective balance sheet date. We assess the adequacy of this accrual by periodically evaluating historical redemption experiences and projected trends related to the accrual. Actual results could differ from these estimates.

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Self-insurance Accruals

We are self-insured up to certain limits for costs associated with workers’ compensation, general liability and employee medical coverage. Insurance claims and reserves include accruals of estimated settlements of known claims, as well as accruals of estimates of incurred but not reported claims. In estimating self-insurance accruals, we consider historical loss experiences and expected levels of costs per claim. Claims are accounted for based on estimates of undiscounted claims, including claims incurred but not reported. We believe that this method provides a consistent and effective way to measure these liabilities; however, changes in health care costs, accident frequency and severity and other factors could materially impact estimated liabilities. We continuously monitor estimates and makes adjustments when necessary.

Property and Equipment

Property and equipment are stated at cost. Depreciation is recognized over the estimated useful lives of the assets, other than land, on a straight-line basis. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives of the improvements. Estimated useful lives by asset categories are as follows:

Buildings and land improvements	40 years
Furniture and equipment	3 - 7 years

The costs of significant improvements are capitalized. Costs of normal repairs and maintenance are expensed as incurred. Gains or losses on disposition of property and equipment are reflected in our consolidated financial statements.

Property and equipment are assessed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If it is determined that the carrying amounts may not be recoverable based on current and future levels of income and cash flows, as well as other factors, an impairment loss will be recognized at such time.

Goodwill

The fair value is determined utilizing an income approach based on projected discounted cash flows from the Pennsylvania facilities, exclusive of capital expenditures requirements. If the carrying value of the goodwill exceeds its fair value, an impairment loss will be recognized to the extent that the carrying value of the goodwill exceeds its implied fair value. The income approach requires us to make assumptions regarding future revenues and expenses, discount rates and the terminal value based on a market multiple of the Pennsylvania facilities. As of September 30, 2015 and 2014, we assessed the goodwill for impairment and determined that no impairment existed. If any of the following occurs, the goodwill may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on our consolidated financial statements: (1) if estimates of projected cash flows from the Pennsylvania facilities are not achieved, (2) if the discount rate increases, (3) if terminal growth rates decrease or (4) if market multiples decrease.

Other Intangible Assets

The slot machine license and table game certificate intangible assets are assessed as a single unit of accounting at least annually for impairment by comparing the fair value of the recorded assets to their carrying value. Their fair value is determined utilizing an income approach based on projected discounted cash flows from the Pennsylvania facilities, exclusive of a required rate of return of all other assets and exclusive of capital expenditures requirements. If the carrying value exceeds the fair value, an impairment loss will be recognized to the extent that the carrying value exceeds the fair value. The income approach requires us to make assumptions regarding future revenues and expenses, discount rates, royalty rate and the terminal value based on a perpetual growth rate of the Pennsylvania facilities. As of September 30, 2015 and 2014, we assessed the intangible assets for

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impairment and determined that no impairment existed. If any of the following occurs, the intangible assets may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on our consolidated financial statements: (1) if estimates of projected cash flows from the Pennsylvania facilities are not achieved, (2) if the discount rate increases or (3) if the terminal value decreases.

The Mohegan Sun trademark is assessed at least annually for impairment by comparing its fair value to its carrying value. The fair value is determined utilizing the income approach – relief from royalty method based on projected revenues from Mohegan Sun and Mohegan Sun Pocono. If the carrying value exceeds the fair value, an impairment loss will be recognized to the extent that the carrying value exceeds the fair value. The income approach requires us to make assumptions regarding future revenues, discount rates, royalty rate and the terminal value based on a perpetual growth rate of Mohegan Sun and Mohegan Sun Pocono. As of September 30, 2015 and 2014, we assessed the Mohegan Sun trademark for impairment and determined that no impairment existed. If any of the following occurs, the Mohegan Sun trademark may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on our consolidated financial statements: (1) if estimates of projected cash flows from Mohegan Sun and Mohegan Sun Pocono are not achieved, (2) if the discount rate increases or (3) if the perpetual growth rate decreases.

Litigation

We are a defendant in various litigation matters 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 patrons’ claims and accrue for such liabilities based upon historical experience.

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.

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 September 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.

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The following table presents information about our debt obligations as of September 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 September 30, 2015.

	Expected Maturity Date
	2016 (1)			2017			2018			2019			2020		Thereafter			Total			Fair Value
Liabilities (in thousands)
Long-term debt and capital lease obligations (including current portions):
Fixed rate	$	48,459		$	11,269		$	101,266		$	7,832		$	337	$	585,673		$	754,836		$	769,793
Average interest rate		12.2	%		9.2	%		10.9	%		3.8	%		—		9.7	%		10.0	%
Variable rate	$	19,932		$	20,714		$	899,069			—			—		—		$	939,715		$	933,097
Average interest rate (2)		4.9	%		5.2	%		5.9	%		—			—		—			5.6	%

(1) Includes the Downs Lodging credit facility, due July 2016, which was refinanced in November 2015 on a long-term basis, and, accordingly, was primarily included in long-term debt, net of current portion, in our consolidated balance sheet as of September 30, 2015.

(2) A 100 basis point change in average interest rate would impact annual interest expense by approximately $9.4 million.

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BUSINESS

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 595-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988, or IGRA, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal 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.

Our principal executive office and mailing address is One Mohegan Sun Boulevard, Uncasville, CT 06382. Our telephone number is (860) 862-8000. Our website is www.mtga.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) under the Securities Exchange Act of 1934 are made available free of charge on our website as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission.

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 September 30, 2015, Casino of the Earth offered:

• approximately 188,000 square feet of gaming space;

• approximately 2,605 slot machines and 135 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;

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• food and beverage amenities, including: Seasons Buffet, a 784-seat multi-station buffet with live cooking stations, 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, Sunrise Square Food Court, a Hong Kong-style food outlet offering authentic Southeast Asian cuisine, Frank Pepe Pizzeria Napoletana, Hash House a Go Go, Fidelia’s Market, an approximately 290-seat multi-station food court, and Carlo’s Bakery operated by third-parties, for a total restaurant seating of approximately 2,155;

• 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 September 30, 2015, Casino of the Sky offered:

• approximately 119,000 square feet of gaming space;

• approximately 2,015 slot machines and 115 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.

Casino of the Wind

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

• approximately 45,000 square feet of gaming space;

• approximately 520 slot machines, 25 table games, including blackjack, roulette and craps, and a 42-table themed poker room;

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• 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.

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 Wolves franchise, 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 September 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;

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• 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.

Strategy

Our overall strategy is to profit from gaming in our core markets, as well as to diversify the Tribe’s business interests within the gaming industry. Mohegan Sun primarily receives patronage from guests residing within 100 miles of Mohegan Sun, which represents our primary market. Mohegan Sun also receives patronage from guests residing within a 100 to 200 mile radius, which represents our secondary market. With the completion of Project Sunburst in 2002, we have developed Mohegan Sun into a full-scale entertainment and destination resort. The addition of Casino of the Wind and Sunrise Square further strengthens our presence in the Northeast United States gaming market. We have also taken significant steps in our diversification efforts with the addition of our Mohegan Sun Pocono operations and joint venture and management arrangement with the owner of Resorts Casino Hotel in Atlantic City, New Jersey, as well as our development and management agreements with the Cowlitz Indian Tribe for the Cowlitz casino project in Clark County, Washington.

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.

Diversification

The Tribe has determined that it is in its best interest to pursue diversification of its business interests, both directly and through us. As a result, from time to time, we and the Tribe pursue various business opportunities. These opportunities primarily include proposed development and/or management of, investment in or ownership of additional gaming operations through direct investments, acquisitions, joint venture arrangements and loan or financial/credit support transactions. In addition to the pursuits described below, we and the Tribe are currently exploring other opportunities; however we can provide no assurance that we or the Tribe will continue to pursue any of these opportunities or that any of them will be consummated.

Management of Resorts Casino Hotel

In 2012, we formed Mohegan Gaming Advisors, LLC, or Mohegan Gaming Advisors, as our wholly-owned unrestricted subsidiary, to pursue gaming opportunities outside the State of Connecticut, including management contracts and consulting agreements for casino and entertainment properties in the United States. Mohegan Gaming Advisors holds 100% membership interests in MGA Holding NJ, LLC and MGA Gaming NJ, LLC, or collectively, the Mohegan NJ entities. The Mohegan NJ entities were formed to pursue management contracts and consulting agreements in the State of New Jersey. In October 2012, Mohegan Gaming Advisors, through the Mohegan NJ entities, entered into a joint venture and management arrangement with the owner of Resorts Casino Hotel in Atlantic City, New Jersey, pursuant to which it manages the facility and owns 10% of the facility and affiliated on-line gaming businesses.

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Cowlitz Project

In July 2004, we formed Mohegan Ventures-Northwest, LLC, or Mohegan Ventures-NW, as our wholly-owned unrestricted subsidiary. Mohegan Ventures-NW is one of three current members in Salishan-Mohegan, LLC, or Salishan-Mohegan, which was formed to participate in the Cowlitz Project, a proposed casino to be owned by the Cowlitz Tribe and to be located on the Cowlitz reservation in Clark County, Washington. Mohegan Ventures-NW, Salishan Company, LLC, an unrelated entity, and a subsidiary of the Tribe hold membership interests in Salishan-Mohegan of 49.15%, 40% and 10.85%, respectively. Salishan-Mohegan holds a 100% membership interest in Salishan-Mohegan Two, LLC and Interchange Development Group, LLC, both of which were formed to acquire certain property related to the 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 assists in securing financing, as well as administration and oversight of 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, or the NIGC. 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. As of September 30, 2015, 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. As of September 30, 2015, the Authority accrued 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 in October 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. The plaintiffs subsequently appealed and such appeals remain pending before the Court of Appeals for the District of Columbia Circuit. We can provide no assurance as to the outcome of these appeals or any future litigation.

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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.

Construction of the Cowlitz Project commenced on September 18, 2015. We can provide no assurance that remaining permits or approvals related to construction and opening or other remaining steps and conditions for the Cowlitz Project site to be approved for gaming will be satisfied. Furthermore, we can provide no assurance as to the outcome of the pending federal court appeal or any future litigation relating to the Cowlitz Project.

On December 4, 2015, the Cowlitz Tribal Gaming Authority, or the CTGA, closed on its financing for the Cowlitz Project. The financing provides funding for construction of the Cowlitz Project and a partial repayment of reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project, or the Salishan-Mohegan receivables. In connection with this transaction, Salishan-Mohegan was repaid $19.4 million of the Salishan-Mohegan receivables, a portion of which was used to repay certain outstanding debt of Salishan-Mohegan. In accordance with the terms of the development agreement, as amended, the remaining outstanding Salishan-Mohegan receivables are to be repaid in equal monthly installments over a seven-year period beginning in the first month following the opening of the Cowlitz Project, plus accrued interest at a rate equal to 1.0% above the Cowlitz Project financing rate, or 12.5%. Pursuant to the development agreement, repayment of the Salishan-Mohegan receivables may accelerate depending on the level of available cash at the end of each fiscal year, subject to certain conditions as set forth in the development agreement, including conditions of the Cowlitz financing. Also in connection with the Cowlitz financing, Salishan-Mohegan assigned the lease for the Cowlitz Project site to CTGA.

Korea

In April 2015, we entered into a memorandum of understanding with the Incheon International Airport Corporation, the owner and operator of the Incheon International Airport in South Korea, near Seoul, for the long-term lease of land for the development of an integrated resort and casino. In June 2015, Mohegan Gaming Advisors formed Inspire Integrated Resort Co., Ltd., or Inspire Integrated Resort, under the laws of the Republic of Korea (South) to pursue the licensing for the project. In June 2015, Inspire Integrated Resort responded to a request for concepts issued by the Ministry of Culture, Sports and Tourism of South Korea, and, in November 2015, Inspire Integrated Resort submitted a proposal in response to a request for proposals issued by the same agency, pursuant to which up to two new integrated resort licenses may be issued, with casinos that would cater to foreigners under Korean law.

Connecticut

MMCT Venture, LLC, or MMCT, our new joint venture with the Mashantucket Pequot Tribe, or the MPT, has proposed to develop and operate an off-reservation casino in northern Connecticut. In October 2015, MMCT issued a Request For Proposals for sites to locate the proposed casino and received five proposals. MMCT is currently in the process of evaluating the proposals and plans to seek approval by the State of Connecticut to pursue the proposed off-reservation casino during the 2016 legislative session.

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 live table games, with the other operation being our sole gaming competitor in the State of Connecticut, Foxwoods Resort Casino, or Foxwoods. Foxwoods is owned by the MPT. As required by each tribe’s separate Memorandum of Understanding, or MOU, with the State of Connecticut, the Tribe and the MPT make monthly contribution payments to the state based on a portion of revenues earned on slot machines. Pursuant to the terms of an exclusivity clause in each MOU, contribution payments to the state will terminate if there is any change in state law that permits operation of slot machines or other commercial casino games or if any other person lawfully operates slot machines or other commercial casino games within the State of Connecticut, except those consented to by the Tribe and the MPT. We also face competition from gaming facilities in Massachusetts, Rhode Island, New York and New Jersey. In addition, we face competition in and from the Northeastern Pennsylvania gaming market.

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We also face potential competition from the expansion of state-licensed gaming in the Northeastern United States, as well as prospective gaming projects under consideration by Indian tribes, including federally-recognized tribes in the State of New York. With the addition of traditional table gaming in Rhode Island, Maine, Pennsylvania and Delaware, and additional gaming licenses authorized or issued in Massachusetts, New York and Pennsylvania, commercial casino gaming has expanded in the Northeastern United States and is poised to expand further. In the Commonwealth of Massachusetts, the single slot-only facility which also offers electronic table games is now open, while two commercial casino gaming licenses have been awarded and a third is under consideration. In the State of New York, three commercial casinos are under development, while a fourth is under consideration, along with the expansion of video lottery terminals, or VLTs, at off-track wagering facilities in Nassau and Suffolk counties as authorized under New York’s expanded gaming law. Tribal gaming projects being pursued by the Mashpee Wampanoag Tribe, which has entered into a tribal-state gaming compact, and the Aquinnah Wampanoag Tribe, both located in the Commonwealth of Massachusetts, and the Shinnecock Indian Nation of New York, also increase the possibility of new tribal gaming in the Northeastern United States in the future. In addition, other federally-recognized Indian tribes continue to pursue new gaming projects elsewhere in the Northeastern United States. Additionally, groups seeking federal recognition as Indian tribes, as well as federally-recognized Indian tribes, continue efforts to establish or expand reservation lands with an interest in commercial casino gaming on such lands.

We are unable to predict the impact additional commercial casino gaming operations in the Northeastern United States will have on our operations. We are also unable to predict whether changes in federal recognition rules or efforts by federally-recognized Indian tribes or groups seeking federal recognition as Indian tribes will lead to the establishment of additional tribal casino gaming operations in the Northeastern United States.

Mohegan Sun

The following is a summary of competition affecting Mohegan Sun:

Connecticut

Mohegan Sun and Foxwoods are the only two legally authorized gaming operations in southern New England offering traditional slot machines and table games. Foxwoods is located approximately 10 miles from Mohegan Sun and reportedly offers approximately 4,600 slot machines and 250 table games, including poker. Foxwoods recently added a new retail outlet mall to its amenities which could impact competition in the State of Connecticut. In addition, in July 2013, the MPT reportedly completed a planned restructuring of approximately $2.3 billion of its debt obligations, with approximately $550 million in debt reportedly eliminated. In August 2014, it was reported that the MPT had violated then-current debt covenants, and it has recently been reported that the MPT has extended a forbearance agreement with its lenders through December 31, 2016.

The Connecticut State Lottery was also recently authorized to conduct Keno gaming in the State of Connecticut pursuant to revenue-sharing memoranda of understanding between the State of Connecticut and the Tribe and the MPT.

Furthermore, MMCT, our new joint venture with the MPT, has proposed to develop and operate an off-reservation casino in northern Connecticut, and is currently in the process of evaluating proposals for site locations and plans to seek approval by the State of Connecticut to pursue the proposed off-reservation casino during the 2016 legislative session.

Rhode Island

The state’s two pari-mutuel facilities, Twin River Casino in Lincoln, or Twin River, and Newport Grand Casino in Newport, or Newport Grand, located approximately 60 miles and 55 miles from Mohegan Sun, respectively, reportedly offer approximately 5,400 VLTs and 80 table games. In November 2014, a ballot measure to allow table games at Newport Grand passed state-wide, but a required companion measure failed in the City of Newport, thereby defeating the proposed addition of table gaming at Newport Grand.

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Massachusetts

In 2011, the Commonwealth of Massachusetts enacted legislation which authorized one slot-only license limited to 1,250 slot machines and up to three casino resort licenses. Penn National Gaming, Inc. was awarded the slot-only license and opened Plainridge Park Casino in Plainville in June 2015, with temporary authority for electronic table games. Each of the up to three casino resort licenses is restricted to one of three geographic regions of the state: eastern or Boston region, western Massachusetts and the southeast region. In November 2014, two of the three casino resort licenses were awarded to affiliates of MGM Resorts International and Wynn Resorts Limited. Development and site preparation for those two projects in Springfield and Everett are proceeding, according to published reports. A single applicant applied for the third available casino resort license for a casino project in Brockton. In addition, the Mashpee Wampanoag Tribe recently received notice that its proposed casino site in Taunton has been approved to be taken into trust for gaming.

Maine

Hollywood Casino Bangor in Bangor and Oxford Casino in Oxford are the only two gaming operations in the State of Maine. These two facilities reportedly offer approximately 1,600 slot machines and 40 table games.

New York

Racinos in Yonkers, Queens, Batavia, Hamburg, Nichols, Vernon, Monticello, Saratoga Springs and Farmington reportedly offer an aggregate of approximately 18,000 VLTs, including electronic table games. Approximately 10,400 of these VLTs are operated at the two racinos located in or close to New York City - Empire City Casino at Yonkers Raceway in Yonkers, or Empire City, and Resorts World New York in Queens, or Resorts World. Given Empire City’s and Resorts World’s location in or near New York City, each has a distinct advantage over Mohegan Sun in competing for patrons from the New York metropolitan region.

There are eight federally-recognized Indian tribes in the State of New York. Only three of these federally-recognized Indian tribes, the Oneida Nation of New York, the Seneca Nation of New York and the St. Regis Band of Mohawk Indians of New York currently engage in commercial casino gaming.

In November 2013, the State of New York’s constitution was amended to permit up to seven casinos state-wide as authorized and prescribed by the state legislature. As a result, the state’s Gaming Commission continues to implement the Upstate New York Gaming Economic Development Act, which was adopted in June 2013. Pursuant to this act, the Gaming Commission is responsible for licensing up to four casinos in three designated upstate New York regions, excluding New York City and nearby counties for the first seven years. Under existing statute, after seven years, three additional casinos may be licensed within the state, excluding New York City, Westchester, Rockland, Nassau or Suffolk counties. In addition, two OTW facilities in Nassau and Suffolk counties are each allowed to add up to 1,000 VLTs.

In December 2014, the New York Gaming Facility Location Board, which was responsible for making licensing recommendations to the state’s Gaming Commission for the four casinos in three designated upstate New York regions, made its recommendation for a total of three casinos, one in each of the designated regions. The New York Gaming Facility Location Board recommended the licensing of Montreign Resort Casino in Thompson for the Catskill/Hudson Valley region, Rivers Casino and Resort in Schenectady for the Capital region and Lago Resort and Casino in Tyre for the Eastern Southern Tier region. In October 2015, Tioga Downs Casino in Nichols was also recommended for licensing for the Eastern Southern Tier region. On December 21, 2015, the Gaming Commission approved the casino licenses for the Montreign Resort Casino, Rivers Casino and Resort and Lago Resort and Casino. The fourth recommended license for Tioga Downs Casino remains pending.

New Jersey

The Atlantic City gaming market consists of eight gaming properties which reportedly offer approximately 16,700 slot machines and 1,200 table games. The State of New Jersey and the Atlantic City gaming market continue to implement legislative reforms adopted in 2011 and public-private initiatives to revitalize gaming in the state. In

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November 2013, five of the state’s casino operators and an Internet gaming licensee on behalf of a sixth casino operator commenced Internet gaming for patrons located within the State of New Jersey. The state has also passed legislation related to sports wagering and is involved in litigation challenging the federal law which restricts legalized sports wagering to certain states.

Mohegan Sun Pocono

The following is a summary of competition affecting Mohegan Sun Pocono:

In 2004, the Commonwealth of Pennsylvania passed the Pennsylvania Race Horse Development and Gaming Act, or the Pennsylvania Gaming Act, which permitted the operation of up to 61,000 slot machines at 14 locations throughout the state, 12 of which have commenced operations. In November 2014, the 13^th casino license which permits the operation of 5,000 slot machines and 250 table games was awarded to Live! Hotel and Casino, a joint venture between Cordish Cos. and Greenwood Gaming and Entertainment Inc. Live! Hotel and Casino will be located in the City of Philadelphia’s stadium district.

In addition, the Pennsylvania Gaming Act authorized the operation of up to 500 slot machines at two resort facilities, one of which has commenced operations. The Pennsylvania Gaming Act also includes prohibitions against locating facilities within close proximity to other operations, which, among other things, effectively prohibits locating a slot machine facility within twenty miles of Mohegan Sun Pocono or a resort facility within fifteen miles of Mohegan Sun Pocono. In 2010, the Pennsylvania Gaming Act was amended to allow slot machine operators in the Commonwealth of Pennsylvania to operate table games. The amendment also authorized that the second resort facility license be awarded by 2017 and prohibits the facility from being located within thirty miles of Mohegan Sun Pocono. In addition, the amendment increased the number of slot machines permitted at the two resort facilities from 500 to 600 and restricted the number of table games at such facilities to 50. All slot machine facilities in operation in the state have added table game operations.

Mohegan Sun Pocono faces competition from several facilities in the Commonwealth of Pennsylvania, as well as neighboring states. However, its most immediate competitors are Mount Airy Casino Resort which is located approximately 40 miles from Mohegan Sun Pocono and reportedly offers approximately 1,900 slot machines and 80 table games and Sands Casino Resort Bethlehem which is located approximately 70 miles from Mohegan Sun Pocono and reportedly offers approximately 3,000 slot machines and 200 table games.

In addition to existing slot machine and table game operations in the Commonwealth of Pennsylvania, Mohegan Sun Pocono faces existing competition from a VLT facility at the Monticello Raceway in Monticello, New York, approximately 90 miles from Mohegan Sun Pocono, as well as future competition from the proposed Montreign Resort Casino in Thompson, New York, which will be owned and operated by the same operator of the VLT facility at the Monticello Raceway and located approximately 175 miles from Mohegan Sun Pocono. Mohegan Sun Pocono also faces competition from Tioga Downs Casino in Nichols, New York, approximately 100 miles from Mohegan Sun Pocono.

Mohegan Tribe of Indians of Connecticut

General

The Tribe has lived in a cohesive community for hundreds of years in what is today southeastern Connecticut. The Tribe became a federally-recognized Indian tribe in 1994 and currently has approximately 2,070 members, of which approximately 1,300 are of voting age. The Tribe historically has cooperated with the United States and is proud of the fact that members of the Tribe have fought on the side of the United States in every war from the Revolutionary War to the wars in Iraq and Afghanistan. The Tribe believes that this philosophy of cooperation exemplifies its approach of developing Mohegan Sun and pursuing diversification of its business interests.

Although the Tribe is a sovereign entity, it has sought to work with, and to gain the support of, local communities. For example, the Tribe settled its claim to extensive tracts of land that had been guaranteed by various

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treaties in consideration for certain arrangements in the Mohegan Compact. As a result, local residents and businesses whose property values had been clouded by this dispute were able to gain clear title to their property. In addition, the Tribe has been sensitive to the concerns of the local community in developing Mohegan Sun. This philosophy of cooperation has enabled the Tribe to build a solid alliance among local, state and federal officials to achieve its goal of economic development through the success of Mohegan Sun and its other projects.

Governance of the Tribe

The Tribe’s Constitution provides for the governance of the Tribe by a Tribal Council, consisting of nine members, and a Council of Elders, consisting of seven members. The registered voters of the Tribe elect all members of the Council of Elders and the Mohegan Tribal Council. Pursuant to an amendment to the Tribe’s Constitution in September 2003, the members of both the Council of Elders and the Mohegan Tribal Council are elected on a four-year staggered term basis. The terms for four members of the Council of Elders expire in October 2016, while the terms for the remaining three members expire in October 2018. The terms for five members of the Mohegan Tribal Council expire in October 2017, while the terms for the remaining four members expire in October 2019. Members of the Council of Elders must be at least 55 years of age when elected, while members of the Mohegan Tribal Council must be at least 21 years of age when elected. The members of the Mohegan Tribal Council also serve as members and officers on our Management Board.

The Tribe’s Constitution vests all legislative and executive powers of the Tribe in the Mohegan Tribal Council, with the exception of enrollment of Tribal members and cultural duties, which are vested in the Council of Elders. The powers of the Mohegan Tribal Council include the power to establish an executive branch departmental structure with agencies and subdivisions and to delegate appropriate powers to such agencies and sub-divisions.

The Tribe may amend provisions of its Constitution that established us and the Gaming Disputes Court, which is described below. Such an amendment requires the approval of two-thirds of the members of the Mohegan Tribal Council and must be ratified by registered voters of the Tribe by a two-thirds majority of all votes cast, with at least a 40% participation of registered voters of the Tribe. In addition, the Tribe’s Constitution currently prohibits the Tribe from enacting any law that would impair the obligations of contracts entered into in furtherance of the development, construction, operation and promotion of gaming on Tribal lands. An amendment to this provision requires the affirmative vote of 75% of registered voters of the Tribe. Prior to the enactment of any such amendment by the Mohegan Tribal Council, any non-Tribal party would have the opportunity to seek a ruling from the Appellate Branch of the Gaming Disputes Court that the proposed amendment would constitute an impermissible impairment of contract.

The Council of Elders acts in the capacity of an appellate court of final review and may hear appeals of any case or controversy arising under the Tribe’s Constitution, except those matters related to Mohegan Sun, which are required to be submitted to the Gaming Disputes Court.

Gaming Disputes Court

Under the Constitution and laws of the Tribe, the Gaming Disputes Court is vested with exclusive jurisdiction over all disputes related to gaming and associated facilities on Tribal lands, including appeals from certain final administrative agency decisions. The Gaming Disputes Court is composed of a Trial Branch and an Appellate Branch. Cases tried in the Trial Branch are heard by a single judge, whose decision can be appealed to the Appellate Branch. Appeals are decided by a panel of three judges, consisting of a Chief Judge and two judges selected in rotation. A judge whose decision is on appeal may not serve on the appellate panel. Decisions of the Appellate Branch are final and no further appeal is available.

The Gaming Disputes Court has jurisdiction over all disputes or controversies related to gaming between any person or entity and us or the Tribe. The Gaming Disputes Court also has jurisdiction over certain appeals arising out of tribal agency regulatory powers, including licensing actions. The Tribe has adopted the substantive law of the State of Connecticut as the applicable law of the Gaming Disputes Court to the extent that such law is not in conflict with Mohegan Tribal Law. Also, the Tribe has adopted all of Connecticut’s rules of civil and appellate procedure and professional and judicial conduct to govern the Gaming Disputes Court.

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Judges of the Gaming Disputes Court are chosen by the Mohegan Tribal Council from a publicly available list of eligible retired federal judges and Connecticut Attorney Trial Referees, who are appointed by the Chief Justice of the Connecticut Supreme Court, each of whom must remain licensed to practice law in the State of Connecticut.

Judges are selected sequentially as cases are filed with the clerk of the Gaming Disputes Court. The Chief Judge of the Gaming Disputes Court, who serves as the Gaming Disputes Court’s administrative superintendent, is chosen by the Mohegan Tribal Council from the list of eligible judges and serves a five-year term. The remaining judges may serve an unlimited term on the bench. Judges of the Gaming Disputes Court are subject to discipline and removal for cause pursuant to the rules of the Gaming Disputes Court. The Chief Judge is vested with the sole authority to revise the rules of the Gaming Disputes Court. Judges are compensated by the Tribe at an agreed rate of pay commensurate with their duties and responsibilities. Such rate cannot be diminished during a judge’s tenure.

Below is a description of certain information regarding judges currently serving on the Gaming Disputes Court:

Paul M. Guernsey, Chief Judge. Age: 65. Judge Guernsey has served on the Gaming Disputes Court since 1996. He was appointed Acting Chief Judge in November 1999 and Chief Judge in January 2000. Judge Guernsey also served as Fact Finder for the New London Judicial District from 1990 to 1992 and as State of Connecticut Attorney Trial Referee, Judicial District of New London, since 1992.

F. Owen Eagan, Judge. Age: 85. Judge Eagan was appointed to the Gaming Disputes Court in 1996. He served as United States Magistrate Judge from 1975 to 1996 and was formerly Assistant United States Attorney for the District of Connecticut and United States Attorney for the District of Connecticut. He also served as an adjunct law faculty member at Western New England College School of Law.

Frank A. Manfredi, Judge. Age: 64. Judge Manfredi was appointed to the Gaming Disputes Court in 2001. He has been a partner at Cotter, Greenfield, Manfredi & Lanes, P.C., since 1983. Judge Manfredi has also served as State of Connecticut Attorney Trial Referee since 1993, State of Connecticut Attorney Fact Finder since 1992 and Town Attorney for the Town of Preston since 1988.

Jeffrey A. McNamara, Judge. Age: 56. Judge McNamara was appointed to the Gaming Disputes Court in 2012. He has served as a Probate Judge for the Niantic Regional Probate Court since 2010 and had been a Probate Judge for the District of East Lyme from 1988 to 2010. Judge McNamara has also served as a State of Connecticut Attorney Trial Referee for the Judicial District of New London since 2011. Judge McNamara has been a member of the Executive Committee for Probate Administration since 2009.

Matthew E. Auger, Judge. Age: 57. Judge Auger was appointed to the Gaming Disputes Court in 2015. He has served as a United States Navy JAGC officer since 1984 and as a partner at Suisman, Shapiro, Wool, Brennan, Gray & Greenberg, P.C. since 1988. Judge Auger has also served as a State of Connecticut Superior Court Special Master and Attorney Trial Referee since 1999 and as a Special Master for the United States District Court for the District of Connecticut from 1999 to 2007.

Workers’ Compensation Department

Effective September 1, 2004, the Mohegan Tribal Council established a Workers’ Compensation Department to oversee a self-administered workers’ compensation program for employees of the Tribe and us, excluding employees of Mohegan Sun Pocono. Prior to the formation of this department, we participated in the State of Connecticut workers’ compensation program. Duties of the Workers’ Compensation Department, including judgment on claims, are performed by two commissioners retained by the Tribe.

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Below is a description of certain information regarding the commissioners serving in the Workers’ Compensation Department:

Giancarlo Rossi, Chief Commissioner. Age: 66. Mr. Rossi was appointed Chief Commissioner of the Workers’ Compensation Department in September 2004. Mr. Rossi is a practicing attorney with over 20 years of workers’ compensation experience in the State of Connecticut.

Louis M. Pacelli, Commissioner. Age: 61. Mr. Pacelli was appointed Commissioner of the Workers’ Compensation Department in September 2004. Mr. Pacelli is a partner in the law firm of Grillo and Pacelli, LLC and has practiced general law, including workers’ compensation matters, for over 20 years in the State of Connecticut.

Mohegan Tribal Gaming Authority

We were established by the Tribe 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. 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. See “Mohegan Tribe of Indians of Connecticut” and “Directors, Executive Officers and Corporate Governance.”

We have three major functions. The first function is to direct the operation, management and promotion of gaming enterprises and all related activities on tribal lands. The second function is to regulate gaming activities on tribal lands. Our Management Board has appointed an independent Director of Regulation responsible for the regulation of gaming activities at Mohegan Sun. The Director of Regulation serves at the will of the Management Board and ensures the integrity of gaming operation through the promulgation and enforcement of appropriate regulations. The Director of Regulation and his staff are also responsible for performing background investigations and licensing of non-gaming employees, as well as vendors seeking to provide non-gaming products or services within the casino. Pursuant to the Mohegan Compact, the State of Connecticut is responsible for performing background investigations and licensing of gaming employees, as well as gaming vendors seeking to provide gaming products or services within the casino. The third function is to identify and evaluate various diversification opportunities in conjunction with the Tribe. These opportunities primarily include the development and/or management, ownership or investment in other gaming enterprises through direct investments, acquisitions, joint venture arrangements and loan transactions.

Government Regulation

General

Our operations at Mohegan Sun are subject to certain federal, state and tribal laws applicable to both general commercial relationships with Indians and specific to Indian gaming and the management and financing of Indian casinos. Our operations at Mohegan Sun Pocono are also subject to Pennsylvania laws and regulations applicable to harness racing, simulcasting, slot machine and table gaming. The following description of the regulatory environment in which gaming takes place and in which we operate is only a summary and not a complete recitation of all applicable law. Moreover, since this regulatory environment is susceptible to changes in public policy considerations, it is impossible to predict how particular provisions will be interpreted, from time to time, or whether they will remain intact. Changes in such laws could have a material adverse impact on our operations. See “Risk Factors.”

Tribal Law and Legal Systems

Applicability of State and Federal Law

Federally-recognized Indian tribes are independent governments, subordinate to the United States, with sovereign powers, except as those powers may have been limited by treaty or by Congress. The power of Indian tribes to enact their own laws to regulate gaming derives from the exercise of this tribal sovereignty. Indian tribes maintain their own governmental systems and often their own judicial systems. Indian tribes have the right to tax persons and enterprises conducting business on tribal lands, and also have the right to require licenses and to impose other forms of regulations and regulatory fees on persons and businesses operating on their lands.

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Absent the consent of the Tribe or action of Congress, the laws of the State of Connecticut do not apply to us or the Tribe. Pursuant to the federal law that settled the Tribe’s land claims in 1994, the United States and the Tribe consented to, among other things, the extension of Connecticut criminal law and Connecticut state traffic controls over Mohegan Sun.

Waiver of Sovereign Immunity; Jurisdiction; Exhaustion of Tribal Remedies

Indian tribes enjoy sovereign immunity from unconsented suit similar to that of the states and the United States. In order to sue an Indian tribe (or an agency or instrumentality of an Indian tribe, such as us), the Tribe must have effectively waived its sovereign immunity with respect to the matter in dispute. Further, in most commercial disputes with Indian tribes, the jurisdiction of the federal courts, which are courts of limited jurisdiction, may be difficult or impossible to obtain. A commercial dispute is unlikely to present a federal question, and some courts have ruled that an Indian tribe as a party is not a citizen of any state for purposes of establishing diversity jurisdiction in the federal courts. State courts may also lack jurisdiction over suits brought by non-Indians against Indian tribes in the State of Connecticut. The remedies available against an Indian tribe also depend, at least in part, upon the rules of comity requiring initial exhaustion of remedies in tribal tribunals and, as to some judicial remedies, the tribe’s consent to jurisdictional provisions contained in the disputed agreements. The U.S. Supreme Court has held that, where a tribal court exists, jurisdiction in that forum first must be exhausted before any dispute can be heard properly by federal courts which otherwise would have jurisdiction. Where a dispute as to the jurisdiction of the tribal forum exists, the tribal court first must rule as to the limits of its own jurisdiction.

In connection with certain of our contractual arrangements, including substantially all of our outstanding indebtedness, we, the Tribe, MBC, Mohegan Golf, Mohegan Ventures-NW, Mohegan Ventures Wisconsin, LLC, or MVW, Wisconsin Tribal Gaming, LLC, or WTG, and to the extent applicable, Mohegan Commercial Ventures-PA, LLC, Downs Racing, Backside, L.P., Mill Creek Land, L.P. and Northeast Concessions, L.P., or collectively the Pocono subsidiaries, MTGA Gaming, LLC, or MTGA Gaming, and certain of our subsidiaries and entities have agreed to waive our and their respective sovereign immunity from unconsented suit to permit any court of competent jurisdiction to: (1) enforce and interpret the terms of our applicable outstanding indebtedness, and award and enforce the award of damages owing as a consequence of a breach thereof, whether such award is the product of litigation, administrative proceedings, or arbitration, (2) determine whether any consent or approval of the Tribe or us has been granted improperly or withheld unreasonably, (3) enforce any judgment prohibiting the Tribe or us from taking any action, or mandating or obligating the Tribe or us to take any action, including a judgment compelling the Tribe or us to submit to binding arbitration and (4) adjudicate any claim under the Indian Civil Rights Act of 1968, 25 U.S.C. § 1302 (or any successor statute).

The Indian Gaming Regulatory Act of 1988

Regulatory Authority

The operation of casinos and gaming on Indian lands is subject to IGRA, which is administered by the NIGC, an independent agency within the United States Department of the Interior, which exercises primary federal regulatory responsibility over Indian gaming. The NIGC has exclusive federal authority to issue regulations governing tribal gaming activities, approve tribal ordinances for regulating Class II and Class III Gaming (as described below), approve management agreements for gaming facilities, conduct investigations and generally monitor tribal gaming. Certain responsibilities under IGRA (such as the approval of gaming compacts, gaming revenue allocation plans for tribal members and the review of applications to take land into trust for gaming) are retained by the Bureau of Indian Affairs, or BIA. The BIA also has responsibility to review and approve certain agreements and land leases relating to Indian lands. The U.S. Department of Justice also retains responsibility for federal criminal law enforcement on the Mohegan reservation.

The NIGC is empowered to inspect and audit all Indian gaming facilities, to conduct background checks on all persons associated with Class II Gaming and management contractors involved in Class III Gaming, to hold hearings, issue subpoenas, take depositions, adopt regulations and assess fees and impose civil penalties for

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violations of IGRA. IGRA also prohibits illegal gaming on Indian lands and theft from Indian gaming facilities. The NIGC has adopted rules implementing specific provisions of IGRA, which govern, among other things, the submission and approval of tribal gaming ordinances or resolutions and require an Indian tribe to have the sole proprietary interest in and responsibility for the conduct of any gaming. Tribes are required to issue gaming licenses only under articulated standards, to conduct or commission financial audits of their gaming enterprises, to perform or commission background investigations for primary management officials and key employees and to maintain their facilities in a manner that adequately protects the environment and the public health and safety. These rules also set out review and reporting procedures for tribal licensing of gaming operation employees and tribal gaming facilities.

Tribal Ordinances

Under IGRA, except to the extent otherwise provided in a tribal-state compact, Indian tribal governments have primary regulatory authority over Class III Gaming on land within a tribe’s jurisdiction. Therefore, our gaming operations, and persons engaged in gaming activities, are guided by and subject to the provisions of the Tribe’s ordinances and regulations regarding gaming, in addition to the provisions of the Mohegan Compact.

IGRA requires that the NIGC review tribal gaming ordinances and authorizes the NIGC to approve such ordinances only if they meet specific requirements relating to: (1) the ownership, security, personnel background, record keeping and auditing of a tribe’s gaming enterprises, (2) the use of the revenues from such gaming and (3) the protection of the environment and the public health and safety. The Tribe adopted its gaming ordinance in July 1994, and the NIGC approved the gaming ordinance in November 1994.

Classes of Gaming

IGRA classifies games that may be conducted on Indian lands into three categories. Class I Gaming includes social games solely for prizes of minimal value or traditional forms of Indian gaming engaged in by individuals as part of, or in connection with, tribal ceremonies or celebrations. Class II Gaming includes bingo, pull-tabs, lotto, punch boards, tip jars, certain non-banked card games (if such games are played legally elsewhere in the state), instant bingo and other games similar to bingo, if those games are played at the same location where bingo is played. Class III Gaming includes all other forms of gaming, such as slot machines, video casino games (e.g., video blackjack and video poker), so-called banked table games (e.g., blackjack, craps and roulette) and other commercial gaming (e.g., sports betting and pari-mutuel wagering).

Class I Gaming on Indian lands is within the exclusive jurisdiction of the Indian tribe and is not subject to IGRA. Class II Gaming is permitted on Indian lands if: (1) the state in which the Indian lands lie permits such gaming for any purpose by any person, organization or entity, (2) the gaming is not otherwise specifically prohibited on Indian lands by federal law, (3) the gaming is conducted in accordance with a tribal ordinance or resolution which has been approved by the NIGC, (4) an Indian tribe has sole proprietary interest and responsibility for the conduct of gaming, (5) the primary management officials and key employees are tribally licensed and (6) several other requirements are met. Class III Gaming is permitted on Indian lands if the conditions applicable to Class II Gaming are met, and in addition, the gaming is conducted in conformance with the terms of a tribal-state compact (a written agreement between the tribal government and the government of the state within whose boundaries the tribe’s lands lie).

With the growth of the Internet and other modern advances, computers and other technology aids are increasingly used to conduct specific kinds of gaming, such as poker or wagering on horse racing. The states of Nevada and New Jersey have passed legislation to license and tax Internet poker and other on-line gaming conducted on an intra-state basis or with other states by compact, while new federal on-line gaming legislation has been introduced in Congress. To date, Congress has considered but not passed amendments to the Unlawful Internet Gambling Enforcement Act of 2006 or new legislation to establish a licensing, taxing and enforcement framework for Internet gaming. The U.S. Department of Justice has brought indictments against various operators and payment processors involved in offshore on-line gaming transactions with persons located in the United States and also authored an opinion clarifying the department’s view of permissible on-line activities by state lotteries under federal law.

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Tribal-State Compacts

IGRA requires states to negotiate in good faith with Indian tribes that seek to enter into tribal-state compacts for the conduct of Class III Gaming. Such tribal-state compacts may include provisions for the allocation of criminal and civil jurisdiction between the state and the Indian tribe necessary for the enforcement of laws and regulations, taxation by the Indian tribe of gaming activities in amounts comparable to those amounts assessed by the state for comparable activities, remedies for breach of compacts, standards for the operation of gaming and maintenance of gaming facilities, including licensing and any other subjects that are directly related to the operation of gaming activities. While the terms of tribal-state compacts vary from state to state, compacts within a state tend to be substantially similar. Tribal-state compacts usually specify the types of permitted games, establish technical standards for gaming, set maximum and minimum machine payout percentages, entitle the state to inspect casinos, require background investigations and licensing of casino employees and may require the tribe to pay a portion of the state’s expenses for establishing and maintaining regulatory agencies. Some tribal-state compacts are for set terms, while others are for an indefinite duration.

IGRA provides that if an Indian tribe and state fail to successfully negotiate a tribal-state compact, the United States Department of the Interior may approve gaming procedures pursuant to which Class III Gaming may be conducted on Indian lands. Gaming compacts or approved gaming procedures take effect upon notice of approval by the Secretary of the Interior published in the Federal Register. The Mohegan Compact, approved by the United States Secretary of the Interior in 1994, does not have a specific term and will remain in effect until terminated by written agreement between both parties, or the provisions are modified as a result of a change in applicable law. Our gaming operations are subject to the requirements and restrictions contained in the Mohegan Compact, which authorizes the Tribe to conduct most forms of Class III Gaming.

Tribal-state compacts have been the subject of litigation in a number of states, including Alabama, California, Florida, Kansas, Michigan, Mississippi, New Mexico, New York, Oklahoma, Oregon, South Dakota, Texas, Washington and Wisconsin. Tribes frequently seek to enforce the provision of IGRA which entitles tribes to bring suit in federal court against a state that fails to negotiate a tribal-state compact in good faith. The U.S. Supreme Court resolved this issue by holding that the Indian Commerce Clause does not grant Congress authority to abrogate sovereign immunity granted to the states under the Eleventh Amendment. Accordingly, IGRA does not grant jurisdiction over a state that did not consent to be sued.

There has been litigation in a number of states challenging the authority of state governors, under state law, to enter into tribal-state compacts without legislative approval. Federal courts have upheld such authority in the states of Louisiana and Mississippi. The highest state courts of Arizona, Kansas, Michigan, New Mexico, New York and Rhode Island have held that governors in those states did not have authority to enter into such compacts without the consent or authorization of the legislatures of those states. In the New Mexico and Kansas cases, the courts held that the authority to enter into such compacts is a legislative function under their respective state constitutions. The court in the New Mexico case also held that state law does not permit casino-style gaming.

In the State of Connecticut, there has been no litigation challenging the governor’s authority to enter into tribal-state compacts. If such a suit was filed, however, the Tribe does not believe that the precedent in the New Mexico or Kansas cases would apply. At the time of execution of the Mohegan Compact, the Connecticut Attorney General issued a formal opinion, which states that, “existing state statutes provide the Governor with the authority to negotiate and execute the Mohegan Compact.” Thus, the Attorney General declined to follow the Kansas case. In addition, in a case brought by the MPT, the United States Court of Appeals for the Second Circuit has held that Connecticut law authorizes casino gaming. After execution of the Mohegan Compact, the Connecticut General Assembly passed a law requiring that future gaming compacts be approved by the legislature, but that law does not apply to previously executed compacts such as the Mohegan Compact.

Possible Changes in Federal Law

Bills have been introduced in Congress from time to time seeking to amend IGRA. While there have been a number of technical amendments to the law, to date, there have been no material changes to IGRA. Any amendment to IGRA could change the regulatory environment and requirements within which the Tribe could conduct gaming.

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Pennsylvania Racing Regulations

Our harness racing operations at Mohegan Sun Pocono is subject to extensive regulation under the Pennsylvania Racing Act. Under that law, the Pennsylvania Harness Racing Commission, or Harness Racing Commission, is responsible for, among other things:

• granting permission annually to maintain racing licenses and schedule races;

• approving, after a public hearing, the opening of additional OTWs and racetracks;

• approving simulcasting activities;

• licensing all officers, directors, racing officials and certain other employees of a company; and

• approving all contracts entered into by a company affecting racing, pari-mutuel wagering, phone/internet wagering and OTW operations.

As in most states, the regulations and oversight applicable to our operations in the Commonwealth of Pennsylvania are intended primarily to safeguard the legitimacy of the sport and its freedom from inappropriate or criminal influences. The Harness Racing Commission has broad authority to regulate in the best interests of racing and may disapprove the involvement of certain personnel in our operations, deny approval of certain acquisitions following their consummation or withhold permission for a proposed OTW site for a variety of reasons, including community opposition. The Pennsylvania legislature has also reserved the right to revoke the power of the Harness Racing Commission to approve additional OTWs and could, at any time, terminate pari-mutuel wagering as a form of legalized gaming in the Commonwealth of Pennsylvania or subject such wagering to additional restrictive regulation or taxation.

Pennsylvania Gaming Regulations

Our slot machine and table game operations at Mohegan Sun Pocono are subject to extensive regulation under the Pennsylvania Gaming Act. Under that law, as amended, the PGCB is responsible for, among other things:

• issuing and renewing slot machine licenses and table game certificates;

• approving, after a public hearing, the granting of additional slot machine licenses or table game certificates (to the extent allowed under the Pennsylvania Gaming Act);

• licensing all officers, directors, principals and certain other employees and vendors of a company with gaming operations; and

• approving certain contracts entered into by a company affecting gaming operations.

As in most states, the regulations and oversight applicable to our operations in the Commonwealth of Pennsylvania are intended primarily to safeguard the legitimacy of gaming and its freedom from inappropriate or criminal influences. The PGCB has broad authority to regulate in the best interests of gaming and may disapprove the involvement of certain personnel in our operations, reject certain transactions following their consummation, require divestiture by unsuitable persons or withhold permission on applicable gaming matters for a variety of reasons.

Material Agreements

The following summarizes the terms of our material agreements. This summary does not restate in entirety the terms of each agreement. We urge you to read each agreement because they, and not this summary, define our rights and obligations, and, in some cases, those of the Tribe. Material agreements are included as exhibits to the registration statement of which this prospectus forms a part.

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Gaming Compact with the State of Connecticut

In April 1994, the Tribe and the State of Connecticut entered into the Mohegan Compact, which authorizes and regulates the Tribe’s conduct of gaming on the Tribe’s land in the State of Connecticut, and the U.S. Secretary of the Interior approved the Mohegan Compact by notice published in the Federal Register on December 16, 1994. The Mohegan Compact has a perpetual term and is substantively similar to the procedures that govern gaming operations of the MPT in the State of Connecticut and provide, among other things, as follows:

(1) The Tribe is authorized to conduct on its reservation those Class III Gaming activities specifically enumerated in the Mohegan Compact or amendments thereto. The forms of Class III Gaming authorized under the Mohegan Compact include: (a) specific types of games of chance, (b) video facsimiles of such authorized games of chance (i.e., slot machines), (c) off-track pari-mutuel betting on animal races, (d) pari-mutuel betting, through simulcasting, on animal races and (e) certain other types of pari-mutuel betting on games and races conducted at the gaming facility (some types currently are together with off-track pari-mutuel telephone betting on animal races, under a moratorium).

(2) The Tribe must establish standards of operations and management of all gaming operations in order to protect the public interest, ensure the fair and honest operation of gaming activities and maintain the integrity of all Class III Gaming activities conducted on the Tribe’s land. The first of these standards was set forth in the Mohegan Compact and approved by the State of Connecticut gaming agency. State of Connecticut gaming agency approval is required for any revision to such standards affecting gaming. The Tribe must supervise the implementation of these standards by regulation through a Tribal gaming agency.

(3) Criminal law enforcement matters relating to Class III Gaming activities are under the concurrent jurisdiction of the State of Connecticut and the Tribe.

(4) All gaming employees must obtain and maintain a gaming employee license issued by the State of Connecticut gaming agency.

(5) Any enterprise providing gaming services or gaming equipment to the Tribe is required to hold a valid and current gaming services registration issued by the State of Connecticut gaming agency.

(6) The State of Connecticut annually assesses the Tribe for the costs attributable to its regulation of the Tribe’s gaming operations and for the provision of law enforcement at the Tribe’s gaming facility.

(7) Net revenues from the Tribe’s gaming operations may be applied only for purposes related to Tribal government operations and general welfare, Tribal economic development, charitable contributions and payments to local governmental agencies.

(8) Tribal ordinances and regulations governing health and safety standards at the gaming facility shall be no less rigorous than certain State of Connecticut standards.

(9) Service of alcoholic beverages within the gaming facility is subject to regulation by the State of Connecticut.

(10) The Tribe waives any defense which it may have by virtue of sovereign immunity with respect to any action brought by the State of Connecticut to enforce the Mohegan Compact in the United States District Court for the District of Connecticut.

In May 1994, the Tribe and the State of Connecticut entered into the MOU, which sets forth certain matters regarding the implementation of the Mohegan Compact. The MOU stipulates that a portion of the revenues earned on slot machines must be paid to the State of Connecticut. This payment is known as the Slot Win Contribution.

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For each 12-month period commencing July 1, 1995, the Slot Win Contribution 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. The Slot Win Contribution payments will not be required if the State of Connecticut legalizes any other gaming operations with slot machines or other commercial casino games within the State of Connecticut except those operations consented to by the Tribe and the MPT.

Priority Distribution Agreement

In August 2001, we and the Tribe entered into an agreement, or the priority distribution agreement, which stipulates that we must make monthly payments to the Tribe to the extent of our 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 our 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 and are payable only to the extent of our net cash flow as defined under the priority distribution agreement and (3) are not secured by a lien or encumbrance on any of our assets or properties. We pay additional priority distributions to the Tribe in compliance with restrictive financial covenants under our senior secured credit facilities, line of credit, note indentures and other debt agreements, and exclusive of priority distributions under the priority distribution agreement, as described within the section entitled “Certain Relationships and Related Transactions, and Director Independence—Transactions between the Authority and the Authority’s Subsidiaries and the Tribe.”

Town of Montville Agreement

In June 1994, the Tribe entered into an agreement with the Town of Montville, or the Town, under which the Tribe agreed to pay the Town $500,000 annually to minimize the impact of Tribe’s reservation being held in trust on the Town. The Tribe has assigned its rights and obligations under this agreement to us.

Land Lease Agreement

The land upon which Mohegan Sun is located is held in trust for the Tribe by the United States. We entered into a land lease agreement with the Tribe to lease the property and improvements and related facilities constructed or installed on the property. In March 2007, the agreement was amended to update the legal description of the property, and, in April 2007, the amended agreement was approved by the Secretary of the Interior. In February 2015, the agreement was again amended to update the legal description of the property, which amendment was approved by the Secretary of the Interior in March 2015. The following summarizes the key provisions of the land lease agreement.

Term

The term of the agreement is 25 years with an option, exercisable by us, to extend the term for one additional 25-year period. Upon termination of the agreement, we will be required to surrender to the Tribe possession of the property and improvements, excluding any equipment, furniture, fixtures or other personal property.

Rent and Other Operating Costs and Expenses

The agreement requires us to pay the Tribe a nominal annual rental fee. For any period that the Tribe or another agency or instrumentality of the Tribe is not the tenant, the rent will be 8% of such tenant’s gross revenues from the property. We are responsible for all costs and expenses of owning, operating, constructing, maintaining, repairing, replacing and insuring the property.

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Use of Property

We may utilize the property and improvements solely for the operation of Mohegan Sun, unless prior approval is obtained from the Tribe for any proposed alternative use. We may not construct or alter any building or improvement located on the property unless complete and final plans and specifications are approved by the Tribe. Following foreclosure of any mortgage on our interest under the agreement or any transfer of such interest to the holder of such mortgage in lieu of foreclosure, the property and improvements may be utilized for any lawful purpose, subject to applicable codes and governmental regulations; provided, however, that a non-Indian holder of the property may under no circumstance conduct gaming operations on the property.

Permitted Mortgages and Rights of Permitted Mortgagees

We may not mortgage, pledge or otherwise encumber our leasehold estate in the property except to a holder of a permitted mortgage. Under the terms of the agreement, permitted mortgages include the leasehold mortgage securing our obligations under our bank credit facilities and senior secured notes, provided that, among other things: (1) the Tribe will have the right to notice of, and to cure, any default by us, (2) the Tribe will have the right to prior notice of an intention by the holder to foreclose on the permitted mortgage and the right to purchase the mortgage in lieu of any foreclosure and (3) the permitted mortgage is subject and subordinated to any and all access and utility easements granted by the Tribe under the agreement. Under the terms of the agreement, each holder of a permitted mortgage has the right to notice of any default by us under the agreement and the opportunity to cure such default within the applicable cure period.

Default Remedies

We will be in default under the agreement if, subject to the notice provisions, we fail to make lease payments or comply with covenants under the agreement or if we pledge, encumber or convey our interest in violation of the terms of the agreement. Following a default, the Tribe may, with approval from the Secretary of the Interior, terminate the agreement unless a permitted mortgage remains outstanding with respect to the property. In such case, the Tribe may not: (1) terminate the agreement or our right to possession of the property, (2) exercise any right of re-entry, (3) take possession of and/or relet the property or any portion thereof or (4) enforce any other right or remedy, which may materially and adversely affect the rights of the holder of the permitted mortgage, unless the default triggering such rights was a monetary default of which such holder failed to cure after notice.

Cowlitz Project Agreements

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 assists in securing financing, as well as administration and oversight of 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.

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 NIGC.

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. As of September 30, 2015, reimbursements are contingent and are to be distributed upon: (1) the related property being taken into trust

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by the United States Department of the Interior and (2) the receipt of necessary financing for the development of the proposed casino. As of September 30, 2015, the Authority accrued interest on the Salishan-Mohegan receivables at an annual rate of 10.0%.

On December 4, 2015, the CTGA closed on its financing for the Cowlitz Project. The financing provides funding for construction of the Cowlitz Project and a partial repayment of reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project, or the Salishan-Mohegan receivables. In connection with this transaction, Salishan-Mohegan was repaid $19.4 million of the Salishan-Mohegan receivables, a portion of which was used to repay certain outstanding debt of Salishan-Mohegan. In accordance with the terms of the development agreement, as amended, the remaining outstanding Salishan-Mohegan receivables are to be repaid in equal monthly installments over a seven-year period beginning in the first month following the opening of the Cowlitz Project, plus accrued interest at a rate equal to 1.0% above the Cowlitz Project financing rate, or 12.5%. Pursuant to the development agreement, repayment of the Salishan-Mohegan receivables may accelerate depending on the level of available cash at the end of each fiscal year, subject to certain conditions as set forth in the development agreement, including conditions of the Cowlitz financing. Also in connection with the Cowlitz financing, Salishan-Mohegan assigned the lease for the Cowlitz Project site to CTGA.

Environmental Matters

The site on which Mohegan Sun is located was formerly occupied by United Nuclear Corporation, a naval products manufacturer of, among other things, nuclear reactor fuel components. United Nuclear Corporation’s facility was officially decommissioned in June 1994 when the Nuclear Regulatory Commission confirmed that all licensable quantities of such nuclear material had been removed from the site and that any residual contamination from such material was remediated according to the Nuclear Regulatory Commission approved decommissioning plan.

From 1991 through 1993, United Nuclear Corporation commissioned environmental audits and soil sampling programs which detected, among other things, volatile organic chemicals, heavy metals and fuel hydrocarbons in the soil and groundwater. The Connecticut Department of Energy and Environmental Protection, or the DEEP, reviewed the environmental audits and reports and established cleanup requirements for the site. In December 1994, the DEEP approved United Nuclear Corporation’s remedial plan, which determined that groundwater remediation was unnecessary because although the groundwater beneath the site was contaminated, it met the applicable groundwater criteria given the classification of the groundwater under the site. In addition, extensive remediation of contaminated soil and additional investigation were completed to achieve the DEEP’s cleanup criteria and demonstrate that the remaining soil complied with applicable cleanup criteria. Initial construction at the site also involved extensive soil excavation. According to data gathered in a 1995 environmental report commissioned by United Nuclear Corporation, remediation is complete and is consistent with the applicable Connecticut cleanup requirements. The DEEP has reviewed and approved the cleanup activities at the site, and, as part of the DEEP’s approval, United Nuclear Corporation was required to perform post-closure groundwater monitoring at the site to ensure the adequacy of the cleanup. In addition, under the terms of United Nuclear Corporation’s environmental certification and indemnity agreement with the Department of the Interior (which took the former United Nuclear Corporation land into trust for the Tribe), United Nuclear Corporation agreed to indemnify the Department of the Interior for environmental actions and expenses based on acts or conditions existing or occurring as a result of United Nuclear Corporation’s activities on the property.

Prior to acquiring our interest in Mohegan Sun Pocono, we conducted an extensive environmental investigation of the Pocono facilities. In the course of that investigation, we identified several environmental conditions that required corrective actions to bring the property into compliance with applicable laws and regulations. These remedial actions, including an ongoing monitoring program for the portion of the property that was formerly used as a solid waste landfill, were addressed as part of a comprehensive plan that was implemented in July 2008.

We did not incur any material costs related to the above environmental matters for the fiscal years ended September 30, 2015, 2014 and 2013. Notwithstanding the foregoing, no assurance can be given that existing environmental studies revealed all environmental liabilities, or that future laws, ordinances or regulations will not impose any material environmental liability or that a material environmental condition does not otherwise currently exist.

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Employees and Labor Relations

As of September 30, 2015, the Connecticut facilities employed approximately 4,875 full-time employees and 1,920 seasonal, part-time and on-call employees. Pursuant to the Tribal Employment Rights Ordinance, when recruiting and hiring personnel, except key personnel, the Connecticut facilities are obligated to give first preference to qualified members of the Tribe and then to enrolled members of other Indian tribes. See “Certain Relationships and Related Transactions.” None of the Connecticut facilities’ employees are covered by collective bargaining agreements.

As of September 30, 2015, Mohegan Sun Pocono employed approximately 985 full-time employees and 735 seasonal, part-time and on-call employees. Certain of our Mohegan Sun Pocono’ employees are represented under collective bargaining agreements between Downs Racing and either, the International Union of Operating Engineers Local Union 542C, or Local Union 542C, or Teamsters Local No. 401, or Local No. 401. The agreement with Local Union 542C expires on March 31, 2018 and relates to equipment and heavy equipment operators. The agreement with Local No. 401 expires on January 31, 2017 and relates to truck drivers and maintenance employees.

Properties

Mohegan Sun is located on an approximately 185-acre site on the Tribe’s reservation in Southeastern Connecticut, adjacent to Uncasville, Connecticut. The land upon which Mohegan Sun is located is held in trust for the Tribe by the United States. Mohegan Sun has its own exit from Connecticut Route 2A, providing patrons with direct access to Interstates 395 and 95, the main highways connecting New York City, New York, Boston, Massachusetts, and Providence, Rhode Island. Mohegan Sun is approximately 125 miles from New York City, 100 miles from Boston and 50 miles from Providence.

The land upon which Mohegan Sun is located is leased from the Tribe. The term of the lease is 25 years with an option, exercisable by us, to extend the term for one additional 25-year period provided that we are not in default under the lease. Upon termination of the lease, we will be required to surrender to the Tribe possession of the property and improvements, excluding any equipment, furniture, fixtures or other personal property. The lease requires us to pay the Tribe a nominal annual rental fee and assume all costs and expenses of owning, operating, constructing, maintaining, repairing, replacing and insuring the property.

We have also entered into various lease agreements with the Tribe for properties that are utilized for parking and access to Mohegan Sun.

The Mohegan Sun Golf Club is located in Sprague and Franklin, Connecticut, approximately 15 miles from Mohegan Sun.

Mohegan Sun Pocono is located on an approximately 400-acre site in Plains Township, Pennsylvania. We also own OTW facilities located in Carbondale and Lehigh Valley (Allentown), Pennsylvania, and lease an OTW facility located in East Stroudsburg, Pennsylvania.

Legal Proceedings

We are a defendant in various litigation matters resulting from our normal course of business. We believe that the aggregate liability, if any, arising from such litigations will not have a material impact on our financial position, results of operations or cash flows.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, or Tribal Council, the governing body of the Tribe. Any change in the composition of the Tribal Council results in a corresponding change in our Management Board. As of the date of this prospectus, the members of the Management Board and their terms are as follows: Kevin P. Brown, Ralph James Gessner, Jr., Kathleen M. Regan-Pyne, Bruce S. Bozsum and William Quidgeon, Jr. are each serving four-year terms expiring in October 2017, while Cheryl A. Todd, Thayne D. Hutchins, Jr., Mark F. Brown and Joseph W. Smith are each serving four-year terms expiring in October 2019. Members of the Tribal Council are elected by the registered voters of the Tribe through competitive general elections. Vacancies on the Tribal Council, to the extent they arise, are likewise filled by similar special elections. Upon expiration of Tribal Council members’ terms, registered voters of the Tribe may re-elect current Tribal Council members who choose to run for re-election or elect new Tribal Council members. Incumbent members of the Tribal Council do not nominate or otherwise identify candidates for election. Accordingly, the Tribal Council and Management Board do not screen candidates for election nor do they maintain a nominating committee.

Management Board and Named Executive Officers

The following table presents data related to the members of the Management Board and our named executive officers, as of the date of this prospectus:

Name	Age	Position
Kevin P. Brown	50	Chairman and Member, Management Board
Ralph James Gessner, Jr.	46	Vice Chairman and Member, Management Board (1)
Cheryl A. Todd	55	Recording Secretary and Member, Management Board
Kathleen M. Regan-Pyne	59	Corresponding Secretary and Member, Management Board (1)
Thayne D. Hutchins, Jr.	44	Treasurer and Member, Management Board (1)
Mark F. Brown	58	Member, Management Board (1)
Bruce S. Bozsum	55	Member, Management Board
William Quidgeon, Jr.	53	Member, Management Board (1)
Joseph W. Smith	59	Member, Management Board
Robert J. Soper	43	President and Chief Executive Officer, Mohegan Tribal Gaming Authority
Mario C. Kontomerkos	39	Chief Financial Officer, Mohegan Tribal Gaming Authority
Thomas P. Burke	59	Chief Operating Officer, Mohegan Tribal Gaming Authority

(1) Audit Committee member.

Kevin P. Brown—Mr. Brown was first seated on the Tribal Council and Management Board in October 2013, at which time he was also elected Chairman, after a 25-year career in the United States Army. Mr. Brown’s experience as a commissioned officer in the Army includes extensive leadership and organizational management in deployed combat environments, as well as the stateside management of a large Army base at Fort Riley, Kansas. Mr. Brown also served as an analyst at the Pentagon following his attainment of a Master of Science Degree in Operational Research and Systems Analysis at the Naval Postgraduate School in Monterey, California. In addition, Mr. Brown holds a Bachelor of Science Degree in Aerospace Engineering from the United States Military Academy, a Master of Arts in Public Diplomacy from Norwich University and a Doctoral Candidacy in Security Studies from Kansas State University.

Ralph James Gessner, Jr.—Mr. Gessner was first seated on the Tribal Council and Management Board in October 2005. He was elected Vice Chairman in October 2010. Mr. Gessner previously held multiple positions at Mohegan Sun, including Director of Executive Hosts and Vice President of Casino Marketing. Mr. Gessner holds a Bachelor’s Degree in Hotel and Restaurant Management from the University of Southwestern Louisiana.

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Cheryl A. Todd—Ms. Todd was first seated on the Tribal Council and Management Board in March 2007 after serving as Executive Assistant to the Chairman of the Management Board for 11 years. She also served on the Mohegan Strategic Planning Committee in 1997 and the Mohegan Election Committee from 1996 to 1999. Prior to her employment with the Tribe, Ms. Todd held multiple positions at the Naval Submarine Base in Groton, Connecticut.

Kathleen M. Regan-Pyne—Ms. Regan-Pyne was first seated on the Tribal Council and Management Board in October 2009 after serving as Manager of Tribal Career Development for the Tribe and Mohegan Sun for three years. Prior to her employment with the Tribe and Mohegan Sun, Ms. Regan-Pyne held multiple positions in the insurance/financial services industry, including Director of Life Claims at Lincoln Life & Annuity. Ms. Regan-Pyne is a graduate of Eastern Connecticut State University.

Thayne D. Hutchins, Jr.—Mr. Hutchins was first seated on the Tribal Council and Management Board in October 2007 after serving as a staff accountant for the Tribe for six years. Mr. Hutchins graduated Magna Cum Laude from Eastern Connecticut State University and holds a Bachelor’s Degree in Economics with a concentration in Accounting.

Mark F. Brown—Mr. Brown was first seated on the Tribal Council and Management Board in October 1995. He served as Chairman of the Tribal Council and Management Board from October 2000 until October 2005. Mr. Brown also served as the Tribe’s historian and was instrumental in the Tribe’s pursuit of federal recognition.

Bruce S. Bozsum—Mr. Bozsum was first seated on the Tribal Council and Management Board in October 2004. He served as Chairman of the Tribal Council and Management Board from October 2005 until October 2009 and from October 2010 until October 2013. Mr. Bozsum previously served as Manager of Cultural and Community Programs for the Tribe, in which capacity he was responsible for educational outreach programs and the annual Wigwam Festival and Cultural Week. He was also employed as a Floor Supervisor for the Tribe’s high stakes bingo operations.

William Quidgeon, Jr.—Mr. Quidgeon was first seated on the Tribal Council and Management Board in October 2005. He previously held multiple positions at the Tribe and Mohegan Sun, including Senior Project Manager of the Mohegan Tribal Development Department. Prior to his employment with the Tribe, Mr. Quidgeon served as Chairman of the Mohegan Information Technology Group, a limited liability company that is majority-owned by the Tribe.

Joseph W. Smith—Mr. Smith was first seated on the Tribal Council and Management Board in October 2015. He previously worked as a manager of communications and public affairs for the Tribe and in communications and publications for Mohegan Sun. Mr. Smith also worked as a story editor and story analyst, with positions at the American Broadcasting Company, The Walt Disney Company, Paramount Pictures Corporation and Twentieth Century Fox Film Corporation. He holds both a Bachelor’s Degree and a Master of Fine Arts Degree from Columbia University.

Robert J. Soper—Mr. Soper assumed the role of President and Chief Executive Officer of the Authority on October 1, 2015, replacing Mitchell Grossinger Etess, who retired. Mr. Soper had been serving as President of the Authority since April 1, 2015. He previously served as President and Chief Executive Officer of Mohegan Sun from October 2012 to April 2015, as President and General Manager of Mohegan Sun Pocono from 2005 to 2012, as Senior Vice President of Administration at Mohegan Sun from 2001 to 2005 and as Senior Attorney for the Tribe from 1997 to 2001.

Mario C. Kontomerkos—Mr. Kontomerkos was appointed Chief Financial Officer of the Authority in September 2011. Prior to his employment with the Authority, Mr. Kontomerkos served as Corporate Vice President of Finance at Penn National Gaming, Inc. from March 2010 to July 2011. Mr. Kontomerkos previously served as an analyst at Magnetar Capital, LLC, an investment management company, from July 2007 to May 2009, and a research analyst for the gaming and lodging industries at J.P. Morgan Securities from May 2005 to May 2007.

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Thomas P. Burke—Mr. Burke was appointed Chief Operating Officer of the Authority in April 2015. Mr. Burke previously served as President of the Authority’s management and consulting division, Mohegan Gaming Advisors, LLC, from April 2014 to March 2015. Prior to his employment with the Authority, Mr. Burke served as Senior Vice President of Regional Gaming Operations at Penn National Gaming, Inc. from October 2008 to March 2014. Mr. Burke also previously served as Vice President and General Manager of Penn National Gaming Inc.’s Argosy Casino Hotel & Spa from June 2006 to October 2008 and as President and General Manager of the Bullwhackers properties in Colorado from October 2002 to June 2006. Mr. Burke’s career also includes senior positions with organizations such as Ameristar Casinos, Inc., Station Casinos, Trump Taj Mahal Casino Resort and Trump’s Castle Hotel & Casino, American Gaming and Entertainment, Ltd. and the Majestic Star Casinos.

Audit Committee

We have established a separately-designated standing Audit Committee in accordance with applicable provisions of the Securities Exchange Act of 1934. The Audit Committee is comprised of certain members of the Management Board. Members of our Audit Committee are capable of reading and understanding financial statements, including balance sheets and statements of income, changes in capital and cash flows. The Management Board has determined that none of its members and, accordingly, no member of the Audit Committee, is a financial expert, meaning no member has past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background, which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. However, the Audit Committee is advised on financial matters through a Financial Advisory Committee comprised of one or more financial experts independent from us.

Code of Ethics

We have adopted a code of ethics that applies to all of our executive officers, including our principal executive and financial officers. Our code of ethics is available on our website at “www.mtga.com” under “Corporate Governance.”

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Compensation Objectives

We operate in an extremely competitive environment and believe that our current and future success is closely correlated with our ability to attract and retain highly talented employees and a strong management team. Accordingly, our executive compensation program is intended to meet three principal objectives: (1) attract, reward and retain senior management employees, (2) motivate these individuals to achieve our short-term and long-term business goals and (3) promote internal compensation equity and external competitiveness.

Our philosophy relating to executive compensation is to attract and retain highly qualified individuals by offering competitive base salaries, cash-based incentive opportunities and other employee benefits. We face unique challenges in designing our executive compensation program because, as an instrumentality of the Tribe, we cannot offer equity-based compensation to our executives, unlike many of our industry peers. As a result, we strive to offer a cash-based compensation program that rewards our executives with competitive compensation while providing proper incentives to achieve our financial and operational goals at both the operating unit and company-wide levels. We also strive to ensure that our executive compensation program is straightforward, transparent and understandable.

Role of the Compensation Committee and Senior Management

Our nine-member Management Board, whose members also comprise the Tribal Council, serves as our Compensation Committee and has final authority over the design, negotiation and implementation of our executive compensation program. As discussed below, our principal executive officer, along with other senior and executive level employees, have taken the leading roles in the design of our executive compensation program. In addition, acting within the boundaries of our annual budget, as approved by the Management Board, our principal executive officer and other senior and executive level employees determine the base salaries and cash-based incentive opportunities offered to our executives.

Elements of Compensation

Compensation offered to our named executive officers, or NEOs, primarily consists of annual compensation in the form of base salaries and employee benefits/perquisites. We also offer our NEOs cash-based incentive opportunities. In addition, we offer our NEOs the opportunity to defer all or a portion of their annual compensation under a deferred compensation plan, or DCP, and to participate in the Mohegan Retirement and 401(k) Plan, both of which are sponsored by the Tribe. The following presents additional information relating to the elements of compensation offered to our NEOs in fiscal 2015:

Annual Compensation

Annual compensation consists of base salaries and employee benefits. These elements are intended to provide some degree of compensation certainty to our NEOs by providing compensation that, unlike incentive compensation, is not “at-risk” based upon company performance.

Base Salary

We believe that a competitive base salary is an important component of compensation as it provides a degree of financial stability and is a critical factor in recruiting and retaining our NEOs. Base salary is also designed to recognize the scope of responsibilities placed under each NEO and to reward each NEO for their unique leadership skills, management experience and contributions to the company.

In determining base salary levels, we take into consideration economic and industry conditions and company performance. We do not assign relative weights to individual and company performance, but instead make

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a subjective determination after considering such measures collectively. Base salary is also evaluated relative to other components of our executive compensation program to ensure that each NEO’s total compensation and mix of components are consistent with our overall compensation objectives and philosophies.

With these factors in mind, we have entered into employment agreements with our NEOs that, among other things, provide for minimum base salary levels and employee benefits that, when combined, provide total compensation reflecting our need to compete for and retain management talent in a competitive environment. Our NEOs’ base salaries are also subject to annual increases.

Employee Benefits

Our NEOs receive certain employee benefits, including health insurance, dental and vision coverage, prescription drug plans, long-term disability care and flexible spending accounts. In addition, our NEOs are provided the opportunity to receive discretionary employer-matching 401(k) contributions of 50%, up to the first 3% of their eligible compensation contributed under the Mohegan Retirement and 401(k) Plan. All of our NEOs receive payment of premiums for supplemental long-term disability policies.

Incentive Compensation

In fiscal 2015, we implemented an incentive compensation plan covering certain of our employees. As it pertains to our NEOs, the plan sets aside 25% of our Adjusted EBITDA in excess of a target established prior to the beginning of the fiscal year as part of our budgeting process. For this purpose, “Adjusted EBITDA” means net income before interest, depreciation and amortization, loss on disposition of assets, workforce reduction severance, impairment of Project Horizon, reassessment and accretion of discount to a relinquishment liability, loss on early extinguishment of debt, other non-operating income and expense and loss attributable to non-controlling interests. Adjusted EBITDA is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States of America, or GAAP. However, we have historically evaluated our operating performance with the non-GAAP measure Adjusted EBITDA. Under the plan, the base incentive compensation amount for our NEOs was set at 35%, with a maximum payout of 52.5%, of base salary. During fiscal 2015, our Adjusted EBITDA exceeded our established target and resulted in a payout rate of approximately 38% for our NEOs.

Compensation Committee Report

Our nine-member Management Board serves as our Compensation Committee. The Management Board met with us to review and discuss the preceding Compensation Discussion and Analysis. Based on such review and discussion, the Management Board approved this Compensation Discussion and Analysis and authorized its inclusion in our Annual Report on Form 10-K for the fiscal year ended September 30, 2015.

Management Board

The members of the Management Board, as of the date of this prospectus, are as follows: Kevin P. Brown, Ralph James Gessner, Jr., Cheryl A. Todd, Kathleen M. Regan-Pyne, Thayne D. Hutchins, Jr., Mark F. Brown, Bruce S. Bozsum, William Quidgeon, Jr. and Joseph W. Smith.

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Summary Compensation Table

Name and Principal Position	Fiscal Year	Base Salary		Cash Bonus		Non-Equity Incentive Compensation		All Other Compensation (4)		Total
Robert J. Soper (1)	2015	$	900,000		352,012		—		14,181	$	1,266,193
President and Chief Executive Officer	2014	$	800,000		—		—		15,456		815,456
Mohegan Tribal Gaming Authority	2013	$	740,662		—		—		95,065		835,727
Mario C. Kontomerkos	2015	$	758,949		281,609		—		3,722		1,044,280
Chief Financial Officer,	2014	$	717,829		—		—		3,722		721,551
Mohegan Tribal Gaming Authority	2013	$	709,423		—		—		3,735		713,158
Thomas P. Burke (2)	2015	$	645,793		246,408		—		10,492		902,693
Chief Operating Officer,	2014	$	305,193		—		—		102,304		407,497
Mohegan Tribal Gaming Authority	2013	$	—		—		—		—		—
Mitchell Grossinger Etess (3)	2015	$	893,822		—		—		13,096		906,918
Chief Executive Officer,	2014	$	1,402,762		—		—		15,136		1,417,898
Mohegan Tribal Gaming Authority	2013	$	1,429,738		—		—		15,150		1,444,888

(1) Appointed President and Chief Executive Officer on October 1, 2015.

(2) Appointed Chief Operating Officer on April 1, 2015.

(3) Ceased employment as Chief Executive Officer on September 30, 2015.

(4) Amounts reported in this column are comprised of the following:

All Other Compensation Details

Name	Fiscal Year	401(k) (1)		Long-Term Disability (2)		Vacation Payout (3)		Moving Allowance (4)		Taxes on Moving Allowance (5)		Total
Robert J. Soper	2015	$	3,975		10,206		—		—		—	$	14,181
	2014	$	5,250		10,206		—		—		—	$	15,456
	2013	$	5,250		646		13,354		50,000		25,815	$	95,065
Mario C. Kontomerkos	2015	$	—		3,722		—		—		—	$	3,722
	2014	$	—		3,722		—		—		—	$	3,722
	2013	$	—		3,735		—		—		—	$	3,735
Thomas P. Burke	2015	$	6,020		4,472		—		—		—	$	10,492
	2014	$	2,156		148		—		100,000		—	$	102,304
	2013	$	—		—		—		—		—	$	—
Mitchell Grossinger Etess	2015	$	3,975		9,121		—		—		—	$	13,096
	2014	$	5,250		9,886		—		—		—	$	15,136
	2013	$	5,250		9,900		—		—		—	$	15,150

(1) Employer-matching 401(k) contributions.

(2) Premium payments on long-term disability policies.

(3) Payments pertaining to unused vacation time.

(4) Payments of moving expenses.

(5) Reimbursements for payments of income taxes pertaining to moving expenses.

Non-Qualified Deferred Compensation

We offer our NEOs the opportunity to participate in the DCP. The DCP is a non-qualified plan that allows our executives the opportunity to defer all or a portion of their annual compensation. We do not make contributions to the DCP on behalf of our NEOs. The following table presents each NEO activity within the DCP for the fiscal year ended September 30, 2015.

Name	Employee Contributions		Employer Contributions		Aggregate Additions/ Earnings			Aggregate Withdrawals/ Distributions		Balance September 30, 2015
Robert J. Soper	$	79,615	$	—	$	(1,335	)	$	—	$	150,734
Mario C. Kontomerkos	$	—	$	—	$	—		$	—	$	—
Thomas P. Burke	$	445,109	$	—	$	(29,211	)	$	—	$	415,897
Mitchell Grossinger Etess	$	—	$	—	$	236,786		$	971,409	$	4,056,128

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The amounts deferred by each NEO are deemed to be invested in the fund(s) designated by each NEO from among a number of funds offered under the DCP. NEOs may change their investment selections from time to time. The following funds were available under the DCP, as of the date of this prospectus:

Schwab Value Advantage Money	Glenmede Small Cap Equity Adv	Fidelity Spartan Extended Mkt
T. Rowe Price Health Sciences	Dreyfus Bond Market Index Basic	American Century Short Dur Inf
JHancock Disciplined Value Mid	BlackRock Global Allocation Instl	Cohen & Steers Realty Shares
Schwab S&P 500 Index	MFS International Diversification A	American Century Infl-Adj Bond
T. Rowe Price Blue Chip Growth	AllianzGI Technology Institutional	Lazard Emerging Markets Equity
PIMCO Total Return Instl	Prudential Jennison Utility A	PIMCO Emerging Local Bond Adm
Sentinel Common Stock A	Dreyfus Intl Stock Index	Fidelity High Income
American Beacon Lg Cap Value	Morgan Stanley Inst Mid Cap

In accordance with U.S. federal income tax laws and regulations, an election to defer compensation generally must be made prior to the year in which the services to which the compensation relates will be performed. Once made, an election to defer compensation to be earned in the upcoming year is irrevocable. At time of deferral election, each NEO chooses the date on which payment of deferred compensation for the upcoming year is to commence, as well as whether to receive payments in a lump sum or in up to fifteen annual installments. NEOs may change the form and timing of payments elected with respect to particular deferrals, subject to compliance with the terms of the DCP then in effect, including, any grandfathered terms resulting from changes in applicable U.S. federal income tax laws and regulations.

Potential Payments and Benefits upon Termination or Change in Control

The following table presents potential payments to our NEOs in the event of a termination of employment, based on the terms of their employment agreements, as described below. Due to our sovereignty, potential payments upon change in control are not included within the table below, as these are not applicable. The amounts presented represent our estimate of potential payments to our NEOs upon their termination, assuming, in each case, that termination occurred on September 30, 2015, the last day of fiscal 2015. Actual payments can only be determined at the time of each NEO’s separation from the company.

	Base Salary		Medical Benefits		Penalty Payment		Total
Robert J. Soper
Termination without cause	$	1,000,000		17,242		15,000	$	1,032,242
Termination due to medical disability (1)	$	500,000		1,000,000		—	$	1,500,000
Change of Control	$	—		—		—	$	—
Mario C. Kontomerkos
Termination without cause	$	800,000		17,242		15,000	$	832,242
Termination due to medical disability (1)	$	400,000		800,000		—	$	1,200,000
Change of Control	$	—		—		—	$	—
Thomas P. Burke
Termination without cause	$	700,000		11,974		15,000	$	726,974
Termination due to medical disability (1)	$	350,000		700,000		—	$	1,050,000
Change of Control	$	—		—		—	$	—

(1) Under the NEOs employment agreements, upon termination without cause, we are required to continue to provide medical benefits for a period of one year following such termination. Upon termination due to medical disability, we are required to continue to provide the NEOs’ annual base salaries and medical benefits for a period of 180 days; thereafter, if we choose to suspend the NEOs’ employment or the NEOs are deemed permanently disabled, we are required to provide disability insurance coverage of 50% of the NEOs’ annual base salaries.

Employment Agreements

Mr. Soper. Mr. Soper’s amended and restated employment agreement commenced as of April 1, 2015 and expires on March 31, 2018. The agreement provides for a base annual salary of $1,000,000. The agreement is subject to automatic renewal for an additional one-year term unless either party provides notice to the other on or before one year prior to the end of the agreement’s stated term of an intention to terminate the agreement at the stated termination date. We may terminate Mr. Soper’s employment for “cause,” defined as: (1) the violation of the non-competition, non-solicitation and non-disclosure covenants contained in the agreement, (2) the loss or suspension by the State of Connecticut of Mr. Soper’s license for Class III gaming for a period of thirty (30) consecutive days, (3) conviction of any crime committed involving fraud, theft or moral turpitude or (4) an

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intentional material breach of Mr. Soper’s obligations under the agreement. In the event that we terminate Mr. Soper for cause, he is not entitled to any further compensation from and after the date of termination. In the event of termination other than for cause, Mr. Soper is entitled to receive severance payments equal to his base annual salary from the date of termination through 12 months from the date of termination in the same amounts and at the same intervals as would have been paid had his employment continued.

Mr. Kontomerkos. Mr. Kontomerkos’s amended and restated employment agreement commenced as of April 1, 2015 and expires on March 31, 2018. The agreement provides for a base annual salary of $800,000. The agreement is subject to automatic renewal for an additional one-year term unless either party provides notice to the other on or before one year prior to the end of the agreement’s stated term of an intention to terminate the agreement at the stated termination date. We may terminate Mr. Kontomerkos’s employment for cause, as defined above. In the event that we terminate Mr. Kontomerkos for cause, he is not entitled to any further compensation from and after the date of termination. In the event of termination other than for cause, Mr. Kontomerkos is entitled to receive severance payments equal to his base annual salary from the date of termination through 12 months from the date of termination in the same amounts and at the same intervals as would have been paid had his employment continued.

Mr. Burke. Mr. Burke’s amended and restated employment agreement commenced as of April 1, 2015 and expires on March 31, 2018. The agreement provides for a base annual salary of $700,000. The agreement is subject to automatic renewal for an additional one-year term unless either party provides notice to the other on or before one year prior to the end of the agreement’s stated term of an intention to terminate the agreement at the stated termination date. We may terminate Mr. Burke for cause, as defined above. In the event that we terminate Mr. Burke for cause, he is not entitled to any further compensation from and after the date of termination. In the event of termination other than for cause, Mr. Burke is entitled to receive severance payments equal to his base annual salary from the date of termination through 12 months from the date of termination in the same amounts and at the same intervals as would have been paid had his employment continued.

Mr. Etess. Mr. Etess’s amended and restated employment agreement commenced as of January 1, 2012. On April 1, 2015, Mr. Etess’s amended and restated employment agreement was amended to extend the expiration date thereof from June 30, 2015 to September 30, 2015. The agreement, as amended, provided for a base annual salary of $1,402,762 through April 1, 2015 and a base annual salary of $250,000 thereafter. Mr. Etess’s agreement expired on September 30, 2015.

Compensation of Management Board

The following table presents data related to compensation of current members of the Management Board for the fiscal year ended September 30, 2015.

Name	Compensation		Other (1)		Total
Kevin P. Brown	$	186,318		284	$	186,602
Ralph James Gessner, Jr.	$	181,935		275	$	182,210
Cheryl A. Todd	$	137,656		214	$	137,870
Kathleen M. Regan-Pyne	$	147,149		222	$	147,371
Thayne D. Hutchins, Jr.	$	127,597		198	$	127,795
Mark F. Brown	$	172,591		267	$	172,858
Bruce S. Bozsum	$	147,149		222	$	147,371
William Quidgeon, Jr.	$	147,149		222	$	147,371
Mark M. Sperry (2)	$	127,597		158	$	127,755
Joseph W. Smith (3)	$	—		—	$	—

(1) Premium payments on life insurance policies owned by each member.

(2) Term expired on October 4, 2015.

(3) Term commenced on October 5, 2015.

Members of the Management Board are paid annual salaries by the Tribe for their services as members of the Tribal Council. Due to the dual roles of these individuals in our governance and Tribe’s, we are obligated to

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fund a portion of their compensation pursuant to an arrangement established at the time of Mohegan Sun’s inception. In fiscal 2015, we were obligated to fund 60% of each member’s annual compensation. This allocation was determined based on the amount of time members acted in their capacity as the Management Board as opposed to their capacity as the Tribal Council. We believe that members’ activities in fiscal 2016 will be consistent with their fiscal 2015 activities and as such we expect to fund 60% of their fiscal 2016 compensation.

Compensation Committee Interlocks and Insider Participation

As noted above, the Management Board serves as our Compensation Committee.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

We have no outstanding equity securities.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Procedure for Review of Related Party Transactions

Potential conflicts of interest, including related party transactions reportable under Securities and Exchange Commission rules, must be approved in advance. We have a code of ethics which applies to our Chief Executive Officer, or principal executive officer, Chief Financial Officer, or principal financial officer, and all other executive officers, whom we collectively refer to as our principal officers. Our code of ethics addresses, among other things, conflicts of interest and is available on our website at “www.mtga.com”. Under our code of ethics, principal officers with actual or potential conflicts of interest must disclose such conflicts to the Director of Regulation, his designee or the Chairman of our Management Board. Consistent with our practice, only our Management Board may waive provisions of our code of ethics.

Our Management Board reviews all transactions between us and principal officers. In addition, our corporate governance practices include procedures for discussing and assessing relationships among us and principal officers, including business, financial and family member, as applicable. Our Management Board also reviews transactions with principal officers, on a case-by-case basis, to determine whether any conflict of interest exists. Additionally, our Management Board ensures that directors voting on such matters have no interest in the matter and discusses transactions with counsel as deemed necessary.

Transactions between the Authority and the Authority’s Subsidiaries and the Tribe

Distributions

In August 2001, we and the Tribe entered into an agreement, or the priority distribution agreement, which stipulates that we must make monthly payments to the Tribe to the extent of our 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 our 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 and are payable only to the extent of our net cash flow as defined under the priority distribution agreement and (3) are not secured by a lien or encumbrance on any of our assets or properties.

Distributions to the Tribe associated with the priority distribution agreement totaled $31.5 million, $19.5 million and $19.2 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. Additional priority distributions to the Tribe, in compliance with restrictive financial covenants under our senior secured credit facilities, line of credit, note indentures and other debt agreements and exclusive of priority distributions under the priority distribution agreement, totaled $18.5 million, $30.5 million and $30.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

Services

The Tribe provides certain governmental and administrative services in connection with the operation of Mohegan Sun. We incurred expenses for such services totaling $28.3 million, $27.1 million and $26.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

We purchase most of our utilities, including electricity, gas, water and waste water services, from an instrumentality of the Tribe, the Mohegan Tribal Utility Authority. We incurred costs for such utilities totaling $17.4 million, $19.3 million and $17.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

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Promissory Notes

The following table presents data related to promissory notes with the Tribe as of September 30, 2015 (in thousands):

	September 30, 2014		Repayments			September 30, 2015
2009 Mohegan Tribe Promissory Note, due September 2015	$	1,750	$	(1,750	)	$	—
2012 Mohegan Tribe Minor’s Trust Promissory Note, due March 2017		16,500		(500	)		16,000
2013 Mohegan Tribe Promissory Note, due December 2018		7,420		—			7,420
Total	$	25,670	$	(2,250	)	$	23,420

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 accrued interest at an annual rate of 10.0%. The 2009 Mohegan Tribe promissory note matured on September 30, 2015, at which time the remaining principal amount plus accrued interest was repaid. We incurred interest expense associated with the 2009 Mohegan Tribe promissory note totaling $152,000, $240,000 and $752,000 for the fiscal years ended September 30, 2015, 2014 and 2013, 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, 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. As of September 30, 2015, the 2012 Mohegan Tribe Minor’s Trust promissory note accrued interest at an annual rate of 10.0% and accrued interest was 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 of September 30, 2015, principal outstanding under the 2012 Mohegan Tribe Minor’s Trust promissory note amortized 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. We incurred interest expense associated with the 2012 Mohegan Tribe Minor’s Trust promissory note totaling $1.7 million, $1.7 million and $1.9 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

The 2012 Mohegan Tribe Minor’s Trust promissory note was further amended on December 4, 2015, pursuant to which the interest rate was adjusted to an annual rate of 12.5% and accrued interest was adjusted to be payable quarterly commencing March 31, 2016. In addition, principal outstanding under the 2012 Mohegan Tribe Minor’s Trust promissory note will now amortize in an amount equal to $1.5 million per quarter commencing March 31, 2016 through December 31, 2016, with the remaining principal amount due at maturity. On December 4, 2015, the Cowlitz Tribe repaid $6.0 million of principal outstanding under the 2012 Mohegan Tribe Minor’s Trust promissory note on behalf of Salishan-Mohegan, leaving a remaining principal amount of $10.0 million.

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. We incurred interest expense associated with the 2013 Mohegan Tribe promissory note totaling $297,000, $297,000 and $151,000 for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

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2015 Mohegan Tribe Promissory Note

On November 16, 2015, the Tribe made a $22.5 million loan to Mohegan Gaming Advisors, LLC, or the 2015 Mohegan Tribe promissory note. The 2015 Mohegan Tribe promissory note matures on April 15, 2016. The 2015 Mohegan Tribe promissory note accrues interest at an annual rate of 5.0% and requires a principal payment of $8.5 million, plus accrued interest, on January 15, 2016, with the remaining principal amount, plus accrued interest, due at maturity.

Leases

We lease the land on which Mohegan Sun is located from the Tribe under a long-term lease agreement. The agreement requires us to make a nominal annual rental payment. This lease has an initial term of 25 years and is renewable for an additional 25-year term upon expiration. In February 2015, we entered into a fourth amendment to the land lease pursuant to which we released from the land lease an approximately 1.2-acre site to be used by the Tribe to finance, develop and own, through Mohegan Tribal Finance Authority, or MTFA, a wholly-owned instrumentality of the Tribe, a 400-room hotel and related improvements. In connection with this transaction, effective March 5, 2015, we 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 will also commence upon the completion of the project. Completion and opening of the project is anticipated to occur in the fall of 2016.

In addition, in July 2008, we entered into a land lease agreement with the Tribe, replacing a prior land lease agreement, relating to property located adjacent to the Tribe’s reservation that is utilized by Mohegan Sun for employee parking. This agreement requires us to make monthly payments equaling $75,000 until maturity on June 30, 2018.

Mohegan Tribal Employment Rights Ordinance

In September 1995, the Tribe adopted the Mohegan Tribal Employment Rights Ordinance, as amended from time to time, or the TERO, which sets forth hiring and contracting preference requirements for employers and entities conducting business on Tribal lands on or adjacent to the Mohegan Reservation. Pursuant to the TERO, we and other covered employers are required to give hiring, promotion, training, retention and other employment-related preferences to Native Americans who meet the minimum qualifications for the applicable employment position. However, this preference requirement does not apply to key employees as such persons are defined under the TERO.

Similarly, any entity awarding a contract or subcontract valued up to $250,000 to be performed on Tribal lands must give preference, first, to certified Mohegan entities submitting commercially responsible bids, and second, to other certified Native American entities. This contracting preference is conditioned upon the bid by the preferred certified entity being within 5% of the lowest bid by a non-certified entity. Contracts in excess of $250,000 are awarded to the lowest commercially responsible bidder, on a competitive basis, with preference to certified Mohegan entities and then other certified Native American entities in the event of a matching bid. In addition, for contracts valued at any amount, other than those with federal or other special financing, a certified Mohegan entity which submits a bid that is not more than 10% higher than the lowest bid shall be awarded the contract for work to be performed on Tribal lands, if the certified Mohegan entity accepts the bid at the amount proffered by the lowest bidder and meets all other requirements. The TERO establishes procedures and requirements for certifying Mohegan entities and other Native American entities. Certification is based largely on the level of ownership and control exercised by the members of the Tribe or other Native American tribes, as the case may be, over the entity bidding on a contract.

As of September 30, 2015, we employed approximately 115 members of the Tribe.

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Corporate Governance and Management Board Independence

We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, or Tribal Council, the governing body of the Tribe. Any change in the composition of the Tribal Council results in a corresponding change in our Management Board. Upon election, each Tribal Council and Management Board member serves a four-year term on a staggered basis. Incumbent members of the Tribal Council do not nominate or otherwise identify candidates for election. Accordingly, the Tribal Council and Management Board do not screen candidates for election nor do they maintain a nominating committee. Instead, the registered voters of the Tribe elect all members of the Tribal Council. In order to qualify for, and seek election to a position on the Tribal Council, an individual: (1) must be at least 21 years of age prior to the date of the election, (2) must be a registered voting member of the Tribe in good standing, (3) must not have been convicted of any violation of the Tribal Election Ordinance and (4) must not have been convicted of either a felony or a misdemeanor involving moral integrity, such as forgery or bribery.

As described above, members of the Management Board are also members of the Tribe and the Tribal Council. Due to the relationships between us and the Tribe, as described above, none of the Management Board members would qualify as “independent directors” within the rules of The New York Stock Exchange or the NASDAQ Stock Market.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

In connection with the sale of the outstanding notes, we entered into a registration rights agreement with the initial purchasers. Pursuant to the registration rights agreement, we agreed to use commercially reasonable efforts to file and to cause to become effective with the SEC a registration statement with respect to the exchange of the outstanding notes for exchange notes with terms identical in all material respects to the terms of the outstanding notes. A copy of the registration rights agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. The exchange offer is being made to satisfy our contractual obligations under the registration rights agreement.

By tendering outstanding notes in exchange for exchange notes, each holder represents to us that:

(1) the holder of the outstanding notes is not an “affiliate,” as such term is defined under the Securities Act, of us, or if the holder is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act, if applicable (we may require a holder to deliver a legal opinion confirming it is not such an affiliate);

(2) the exchange notes acquired pursuant to the exchange offer are being obtained in the ordinary course of business of the holder;

(3) the holder is not engaging in or intending to engage in a “distribution,” as such term is defined under the Securities Act, of such exchange notes;

(4) the holder has no arrangement or understanding with any person to participate in a distribution of such exchange notes;

(5) the holder acknowledges and agrees that any person who is a broker-dealer registered under the Exchange Act and who receives exchange notes for its own account in exchange for outstanding notes pursuant to the exchange offer, by tendering outstanding notes and executing the Letter of Transmittal, represents and agrees that such outstanding notes were acquired by such broker-dealer for its own account as a result of market-making activities or other trading activities and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of exchange notes, provided, that by so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act (see “Plan of Distribution”);

(6) the holder acknowledges and agrees that any person who is participating in the exchange offer for the purpose of distributing the exchange notes must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes or interests therein acquired by such person and cannot rely on the position of the staff of the SEC set forth in certain no-action letters;

(7) the holder understands that a secondary resale transaction described in the representation above and any resales of exchange notes or interests therein obtained by such holder in exchange for outstanding notes or interests therein originally acquired by such holder directly from us should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the SEC;

(8) the holder has full power and authority to tender, exchange, sell, assign and transfer the outstanding notes tendered hereby and that, when the same are accepted for exchange, we will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances; and

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(9) the outstanding notes tendered hereby are not subject to any adverse claims or proxies.

The exchange offer is not being made to, nor will we accept tenders for exchange from, holders of outstanding notes in any state or jurisdiction in which the exchange offer or the acceptance of the exchange notes would be in violation of the securities laws of that state or jurisdiction.

Unless the context requires otherwise, the term “holder” with respect to the exchange offer means any person in whose name the outstanding notes are registered on our books or any other person who has obtained a properly completed bond power from the registered holder, or any participant in DTC, whose name appears on a security position listing as a holder of outstanding notes (which, for purposes of the exchange offer, include beneficial interests in the outstanding notes held by direct or indirect participants in DTC and outstanding notes held in definitive form).

We may be required to file with the SEC a “shelf” registration statement for a continuous offer in connection with the outstanding notes. Pursuant to the registration rights agreement, we will be required to file a shelf registration statement if (1) we are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy, (2) the exchange offer is not consummated by the 30th business day after the date on which the registration statement of which this prospectus forms a part is declared effective by the SEC, (3) we receive a written request from an initial purchaser representing that it holds outstanding notes that are prohibited by applicable law or SEC policy from participating in the exchange offer, (4) any holder of outstanding notes (other than a broker-dealer) is not eligible to participate in the exchange offer as a result of applicable law or SEC policy or (5) any holder (other than a broker-dealer) that participates in the exchange offer does not receive freely tradable exchange notes on the date the exchange offer is consummated.

Terms of the Exchange Offer

We hereby offer, upon the terms and subject to the conditions shown in this prospectus and in the accompanying Letter of Transmittal, to exchange an aggregate principal amount of up to $85,000,000 of exchange notes for an equal principal amount of outstanding notes properly tendered before the expiration date and not properly withdrawn according to the procedures described below. Holders may tender their outstanding notes in whole or in part in denominations of $2,000 in principal amount or in integral multiples of $1,000 principal amount in excess thereof.

The form and terms of the exchange notes are the same as the form and terms of the outstanding notes except that (1) the exchange notes have been registered under the Securities Act and therefore are not subject to the restrictions on transfer applicable to the outstanding notes and (2) holders of the exchange notes will not be entitled to some of the rights of holders of the outstanding notes under the registration rights agreement. The exchange notes evidence the same indebtedness as the outstanding notes (which they replace) and will be issued pursuant to, and entitled to the benefits of, the indenture.

The exchange offer is not conditioned on any minimum principal amount of outstanding notes being tendered for exchange. We reserve the right in our sole discretion to purchase or make offers for any outstanding notes that remain outstanding after the expiration date in the exchange offer or, as shown under “—Conditions to the Exchange Offer,” to terminate the exchange offer and, to the extent permitted by applicable law, purchase outstanding notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the exchange offer. As of the date of this prospectus, a total of $585.0 million principal amount of notes have been issued under the indenture, of which $85.0 million are “outstanding notes” subject to the exchange offer.

Holders of outstanding notes do not have any appraisal or dissenters’ rights in connection with the exchange offer. Outstanding notes which are not tendered for, or are tendered but not accepted in connection with the exchange offer will remain outstanding. See “Risk Factors—Risks Related to the Exchange—Holders of outstanding notes who fail to tender may experience diminished liquidity after the exchange offer.”

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If any tendered outstanding notes are not accepted for exchange because of an invalid tender, the occurrence of particular other events described herein or otherwise, certificates for any such unaccepted outstanding notes will be returned, without expense, to the tendering holder thereof promptly after the expiration date or termination of the exchange offer, as applicable.

Holders who tender outstanding notes in connection with the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the Letter of Transmittal, transfer taxes with respect to the exchange of the outstanding notes in connection with the exchange offer. We will pay all charges and expenses, other than specified applicable taxes. See “—Fees and Expenses.”

THE AUTHORITY MAKES NO RECOMMENDATION TO THE HOLDERS OF THE OUTSTANDING NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OUTSTANDING NOTES IN THE EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF THE OUTSTANDING NOTES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER, AND, IF SO, THE AGGREGATE AMOUNT OF OUTSTANDING NOTES TO TENDER AFTER READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR ADVISERS, IF ANY, BASED ON THEIR FINANCIAL POSITION AND REQUIREMENTS.

Expiration Date; Extensions; Amendments

The “expiration date” for the exchange offer is 5:00 p.m., New York City time, on             , 2016 unless we extend the exchange offer. If we extend the exchange offer, the “expiration date” will be the latest date and time to which the exchange offer is extended. However, in no event will the exchange offer be open for more than 30 business days.

We expressly reserve the right in our sole and absolute discretion, subject to applicable law, at any time and from time to time,

(1) to delay the acceptance of the outstanding notes for exchange,

(2) to terminate the exchange offer (whether or not any outstanding notes have theretofore been accepted for exchange) if we determine, in our sole and absolute discretion, that any of the events or conditions referred to under “—Conditions to the Exchange Offer” has occurred or exists or has not been satisfied with respect to the exchange offer,

(3) to extend the expiration date of the exchange offer and retain all outstanding notes tendered pursuant to the exchange offer, subject, however, to the right of holders of outstanding notes to withdraw their tendered outstanding notes as described under “—Withdrawal Rights,” and

(4) to waive any condition or otherwise amend the terms of the exchange offer in any respect. If the exchange offer is amended in a manner determined by us to constitute a material change, or if we waive a material condition of the exchange offer, we will promptly disclose such amendment or waiver by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes, and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

Any such delay in acceptance, termination, extension or amendment will be followed promptly by oral or written notice thereof to the exchange agent (any such oral notice to be confirmed promptly in writing) and by making a public announcement, and such announcement in the case of an extension will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. Without limiting the manner in which we may choose to make any public announcement, and subject to applicable laws, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a release to an appropriate news agency.

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Acceptance for Exchange and Issuance of Exchange Notes

Upon the terms and subject to the conditions of the exchange offer, we will exchange, and will issue to the exchange agent, exchange notes for outstanding notes validly tendered and not withdrawn (pursuant to the withdrawal rights described under “—Withdrawal Rights”) promptly after the expiration date.

In all cases, delivery of exchange notes in exchange for outstanding notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of:

(1) a book-entry confirmation of a book-entry transfer of outstanding notes into the exchange agent’s account at DTC,

(2) an electronic message agreeing to be bound by the Letter of Transmittal properly transmitted through DTC’s ATOP for a book-entry transfer, and

(3) any other documents required by the Letter of Transmittal.

Accordingly, the delivery of exchange notes might not be made to all tendering holders at the same time, and will depend upon when outstanding notes, book-entry confirmations with respect to outstanding notes and other required documents are received by the exchange agent.

Subject to the terms and conditions of the exchange offer, we will be deemed to have accepted for exchange, and thereby exchanged, outstanding notes validly tendered and not withdrawn, if and when we give oral or written notice to the exchange agent (any such oral notice to be confirmed promptly in writing) of our acceptance of such outstanding notes for exchange pursuant to the exchange offer. Our acceptance for exchange of outstanding notes tendered pursuant to any of the procedures described below will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions of the exchange offer. The exchange agent will act as agent for us for the purpose of receiving tenders of outstanding notes, Letters of Transmittal and related documents, and as agent for tendering holders for the purpose of receiving outstanding notes, Letters of Transmittal and related documents and transmitting exchange notes to holders who validly tendered outstanding notes. Such exchange will be made promptly after the expiration date of the exchange offer. If for any reason the acceptance for exchange or the exchange of any outstanding notes tendered pursuant to the exchange offer is delayed (whether before or after our acceptance for exchange of outstanding notes), or we extend the exchange offer or are unable to accept for exchange or exchange outstanding notes tendered pursuant to the exchange offer, then, without prejudice to our rights set forth herein, the exchange agent may, nevertheless, on our behalf and subject to Rule 14e-1(c) under the Exchange Act, retain tendered outstanding notes and such outstanding notes may not be withdrawn except to the extent tendering holders are entitled to withdrawal rights as described under “—Withdrawal Rights.”

Exchange Offer Procedures; Resales of Exchange Notes

The tender by a holder of outstanding notes pursuant to the procedures set forth below will constitute the tendering holder’s acceptance of the terms and conditions of the exchange offer. Our acceptance for exchange of outstanding notes tendered pursuant to the procedures described below will constitute a binding agreement between such tendering holder and us in accordance with the terms and subject to the conditions of the exchange offer. Only holders are authorized to tender their outstanding notes. The procedures by which outstanding notes may be tendered by beneficial owners that are not holders will depend upon the manner in which the outstanding notes are held. All of the outstanding notes were issued in book-entry form, and all of the outstanding notes are currently represented by global certificates registered in the name of Cede & Co., the nominee of DTC.

DTC has authorized DTC participants that are beneficial owners of outstanding notes through DTC to tender their outstanding notes as if they were holders. To effect a tender, DTC participants should transmit their acceptance to DTC through the DTC Automated Tender Offer Program System (“ATOP”), for which the transaction will be eligible, and follow the procedures for book-entry transfer, set forth below under “—Book-entry delivery procedures.”

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Tender of outstanding notes held through a custodian

To tender effectively outstanding notes that are held of record by a custodian bank, depository, broker, trust company or other nominee, the beneficial owner thereof must instruct such holder to tender the outstanding notes on the beneficial owner’s behalf. A letter of instructions from the record owner to the beneficial owner may be included in the materials provided along with this prospectus which may be used by the beneficial owner in this process to instruct the registered holder of such owner’s outstanding notes to effect the tender.

Tender of outstanding notes held through DTC

To tender effectively outstanding notes that are held through DTC, DTC participants should transmit their acceptance through ATOP, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an agent’s message (described below) to the exchange agent for its acceptance. By using the ATOP procedures to exchange outstanding notes, you will not be required to deliver a letter of transmittal to the exchange agent. However, you will be bound by its terms just as if you had signed it.

Delivery of tendering outstanding notes held through DTC must be made to the exchange agent pursuant to the book-entry delivery procedures set forth below.

Except as provided below, unless the outstanding notes being tendered are deposited with the exchange agent on or prior to the expiration date (accompanied by a properly transmitted agent’s message), we may, at our option, reject such tender. Exchange of new notes for outstanding notes will be made only against deposit of the tendered outstanding notes and delivery of all other required documents.

Book-entry delivery procedures

The exchange agent will establish accounts with respect to the outstanding notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in DTC may make book-entry delivery of the outstanding notes by causing DTC to transfer such outstanding notes into the exchange agent’s account in accordance with DTC’s procedures for such transfer.

However, although delivery of outstanding notes may be effected through book-entry at DTC, an agent’s message in connection with a book-entry transfer, and any other required documents, must, in any case, be transmitted to and received by the exchange agent at one or more of its addresses set forth in this prospectus on or prior to the expiration date. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. The confirmation of a book-entry transfer into the exchange agent’s account at DTC as described above is referred to herein as a “book-entry confirmation.”

The term “agent’s message” means a message transmitted by DTC to, and received by, the exchange agent and forming a part of the book-entry confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the outstanding notes and that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal and we may enforce such agreement against such participant.

Notwithstanding any other provision hereof, delivery of new notes by the exchange agent for outstanding notes tendered and accepted for exchange pursuant to the exchange offer will, in all cases, be made only after timely receipt by the exchange agent of book-entry confirmation of the transfer of such outstanding notes into the exchange agent’s account at DTC as described above, and a properly transmitted agent’s message.

Determination of Validity

All questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tendered outstanding notes will be determined by us, in our sole discretion, which determination shall be final and binding on all parties. We reserve the absolute right, in our sole and absolute discretion, to reject any and all tenders we determine not to be in proper form or the acceptance for exchange of which may, in the view

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of our counsel, be unlawful. We also reserve the right, subject to applicable law, to waive any of the conditions of the exchange offer as set forth under “—Conditions to the Exchange Offer” or any defect or irregularity in any tender of outstanding notes of any particular holder whether or not similar defects or irregularities are waived in the case of other holders.

Our interpretation of the terms and conditions of the exchange offer (including the Letter of Transmittal and the instructions thereto) will be final and binding on all parties. No tender of outstanding notes will be deemed to have been validly made until all defects or irregularities with respect to such tender have been cured or waived. Neither we nor the exchange agent or any other person shall be under any duty to give any notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.

Resales of Exchange Notes

Based on interpretations by the staff of the SEC, as set forth in no-action letters issued to third parties unrelated to us, including Exxon Capital Holdings Corporation (available April 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), we believe that holders of outstanding notes who exchange their outstanding notes for exchange notes may offer for resale, resell and otherwise transfer such exchange notes without compliance with the registration and prospectus delivery provisions of the Securities Act. This would not apply, however, to any holder that is a broker-dealer that acquired outstanding notes as a result of market-making activities or other trading activities or directly from us for resale under an available exemption under the Securities Act. Also, resale would only be permitted for exchange notes that are acquired in the ordinary course of a holder’s business, where such holder has no arrangement or understanding with any person to participate in the distribution of such exchange notes and such holder is not our “affiliate.” The staff of the SEC has not considered this exchange offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to this exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for notes, where such outstanding notes were acquired by such broker-dealer as a result of market-making 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.”

Withdrawal Rights

You can withdraw your tender of outstanding notes at any time on or prior to the expiration date.

For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses listed below under “Exchange Agent.” Any notice of withdrawal must specify:

• the name of the person having tendered the outstanding notes to be withdrawn;

• the outstanding notes to be withdrawn;

• the principal amount of the outstanding notes to be withdrawn; and

• if outstanding notes have been tendered using the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of that facility.

Please note that all questions as to the validity, form, eligibility and time of receipt of notices of withdrawal will be determined by us, and our determination shall be final and binding on all parties. Any outstanding notes so withdrawn will be considered not to have been validly tendered for exchange for purposes of the exchange offer.

If you have properly withdrawn outstanding notes and wish to re-tender them, you may do so by following one of the procedures described under “—Exchange Offer Procedures” above at any time on or prior to the expiration date.

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Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer or any extension of the exchange offer,

• we will not be required to accept for exchange, or to exchange, any outstanding notes for any exchange notes;

• we will not be required to issue exchange notes in exchange for any outstanding notes; and

• as described below, we may at any time and from time to time, terminate or amend the exchange offer, whether or not any outstanding notes have been accepted for exchange, or we may waive any conditions to or amend the exchange offer,

if any of the following conditions have occurred or exists or have not been satisfied before the expiration date:

• a change in the current interpretation by the staff of the SEC which permits resale of exchange notes as described under “—Exchange Offer Procedures—Resales of Exchange Notes”;

• the institution or threat of an action or proceeding in any court or by or before any governmental agency or body with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

• the adoption or enactment of any law, statute, rule or regulation which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer;

• the issuance of a stop order by the SEC or any state securities authority suspending the effectiveness of the registration statement, or proceedings for that purpose;

• failure to obtain any governmental approval which we consider necessary for the consummation of the exchange offer as contemplated hereby; and

• any change or development involving a prospective change in our business or financial affairs which we believe might materially impair our ability to proceed with the exchange offer.

If we determine in our sole and absolute discretion that any of the foregoing events or conditions has occurred or exists or has not been satisfied at any time prior to the expiration date, we may, subject to applicable law, terminate the exchange offer (whether or not any outstanding notes have theretofore been accepted for exchange) or waive any such condition or otherwise amend the terms of the exchange offer in any respect. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the outstanding notes. In this case, we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

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Exchange Agent

U.S. Bank National Association has been appointed as the exchange agent for the exchange offer. Delivery of the Letters of Transmittal and any other required documents, questions, requests for assistance, and requests for additional copies of this prospectus or of the Letter of Transmittal should be directed to the exchange agent as follows:

	By Mail or Hand:
	By First Class Mail, Courier or Overnight Delivery: U.S. Bank National Association Attn: Corporate Actions 111 Fillmore Avenue St. Paul, MN 55107-1402
By Facsimile: (eligible institutions only) (651) 466-7367 Attn: Corporate Actions
Confirm by email: cts.specfinance@usbank.com
For additional information by email or telephone: cts.specfinance@usbank.com (800) 934-6802

DELIVERY TO OTHER THAN THE ABOVE ADDRESS OR FACSIMILE NUMBER WILL NOT CONSTITUTE A VALID DELIVERY.

Fees and Expenses

We will bear the expenses of soliciting tenders in the exchange offer. The principal solicitation is being made by mail. Additional solicitation may be made personally or by telephone or other means by our officers, directors or employees.

We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We have agreed to pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith. We also will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus and related documents to the beneficial owners of outstanding notes, and in handling or tendering for their customers.

Holders who tender their outstanding notes for exchange notes will not be obligated to pay any transfer taxes in connection therewith, except that if exchange notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the outstanding notes tendered, or if a transfer tax is imposed for any reason other than the exchange of outstanding notes in connection with the exchange offer, then the amount of any such transfer tax (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such transfer tax or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer tax will be billed directly to such tendering holder.

Accounting Treatment

We will record the exchange notes at the same carrying value as the outstanding notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon completion of the exchange offer.

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Consequences of Failure to Tender

All untendered outstanding notes will remain subject to the restrictions on transfer provided for in the outstanding notes and in the Indenture. Generally, the outstanding notes that are not exchanged for exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, such outstanding notes may be resold only:

• to us (upon redemption thereof or otherwise);

• pursuant to a registration statement which has been declared effective under the Securities Act;

• for so long as the outstanding notes are eligible for resale pursuant to Rule l44A, to a person the holder of the outstanding notes and any person acting on its behalf reasonably believes is a “qualified institutional buyer” as defined in Rule l44A, that purchases for its own account or for the account of another qualified institutional buyer, in each case to whom notice is given that the transfer is being made in reliance on Rule l44A; or

• pursuant to any other available exemption from the registration requirements of the Securities Act (in which case we and the trustee shall have the right to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to us and the trustee),

in each case subject to compliance with any applicable foreign, state or other securities laws.

Upon completion of the exchange offer, due to the restrictions on transfer of the outstanding notes and the absence of such restrictions applicable to the exchange notes, it is likely that the market, if any, for outstanding notes will be relatively less liquid than the market for exchange notes. Consequently, holders of outstanding notes who do not participate in the exchange offer could experience significant diminution in the value of their outstanding notes, compared to the value of the exchange notes. The holders of outstanding notes not tendered will have no further registration rights, except that, under limited circumstances, we may be required to file a shelf registration statement for a continuous offer of outstanding notes.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of the material terms of our material debt obligations. This summary does not restate in entirety the terms of the agreements under which we incurred the indebtedness. We urge you to read these agreements because they, and not these summaries, define our rights and obligations, and, in some cases, those of the Tribe. These agreements are included as exhibits to the registration statement of which this prospectus forms a part.

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”). In August 2015, the Term Loan B Facility was increased by $90 million. 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 September 30, 2015, amounts outstanding under the Revolving Facility, Term Loan A Facility and Term Loan B Facility totaled $21.0 million, $111.7 million and $807.0 million, respectively. As of September 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 $76.0 million of borrowing capacity under its Revolving Facility and Line of Credit as of September 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 is also 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.

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 are also required to pledge additional assets as collateral for the Senior Secured Credit Facilities as they and future guarantor subsidiaries acquire them.

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

Facility Agreement for Senior Unsecured Notes

On November 18, 2015, we entered into an agreement, or the facility agreement, by and among us, the Tribe and UBS AG, London Branch, or UBS. Pursuant to the facility agreement, we may issue, from time to time, to UBS or its designee, senior unsecured notes in an aggregate principal amount of up to $200.0 million, with varying amounts, borrowing dates, maturities and interest rates, as may be agreed with UBS or its designee.

On November 20, 2015, pursuant to the facility agreement, we entered into a note purchase agreement, or the note purchase agreement, by and among us, the Tribe and the purchaser named therein, or the purchaser. In accordance with the note purchase agreement, we issued floating rate senior notes due 2017 in an aggregate principal amount of $100.0 million, or the 2015 senior unsecured notes, to the purchaser in a private offering that closed on November 20, 2015. The 2015 senior unsecured notes are senior unsecured obligations. Pursuant to a guarantee agreement dated November 20, 2015, certain of our subsidiaries, which are the same guarantors that guarantee our senior secured credit facilities and other senior unsecured and senior subordinated notes, have guaranteed the 2015 senior unsecured notes. The 2015 senior unsecured notes bear interest at a rate per annum equal to LIBOR plus 4.45%, payable quarterly. The 2015 senior unsecured notes mature on December 15, 2017. We used the net proceeds from the 2015 senior unsecured notes to refinance existing indebtedness and to finance new development opportunities.

We may redeem the 2015 senior unsecured notes at any time, in whole or in part, at a price equal to 100% of the principal amount of the notes redeemed plus accrued interest to the date of redemption, customary breakage costs, a “make-whole amount,” and, if redeemed within one year of the date of issuance, a premium of 0.25%. If we experience specific kinds of change of control events, undertake certain types of asset sales or experience certain swap-related credit determinations, we will be required to make an offer to purchase the 2015 senior unsecured notes at the purchase prices set forth in the note purchase agreement. In addition, if any gaming regulatory authority requires a holder of the 2015 senior unsecured notes to be licensed, qualified or found suitable under applicable gaming laws, and such holder does not obtain such license, qualification or finding of suitability within a specified time, we can call for redemption of the 2015 senior unsecured notes held by such holder.

The 2015 senior unsecured 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 2015 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 2015 senior unsecured notes are also effectively subordinated to any indebtedness and other liabilities (including trade payables) of our subsidiaries that do not guarantee the 2015 senior unsecured notes. The 2015 senior unsecured notes rank equally in right of payment with our other unsecured, unsubordinated indebtedness, including trade payables. The 2015 senior unsecured notes are fully and unconditionally guaranteed, jointly and severally, by the guarantors.

The note purchase agreement 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 note purchase agreement includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, certain cross-defaults, certain events of bankruptcy and insolvency and certain judgment defaults.

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, which were subsequently exchanged for an equivalent principal amount of registered notes (which are referred to in this prospectus as the “registered original notes”). The $85,000,000 of outstanding notes that are subject to this exchange offer were issued in a private placement in August 2015 under the same indenture as the registered original notes.

The notes mature on September 1, 2021. The indenture governing the notes 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 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. See “Description of Exchange Notes” for a summary of the terms of the notes, which is qualified in its entirety by reference to the provisions of the indenture governing the notes.

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 11.0% per annum (which are referred to in this prospectus as the “Subordinated Notes”) in exchange for $203.8 million of 2004 Senior Subordinated Notes and $140.3 million of 2005 Senior Subordinated Notes. The Subordinated Notes mature on September 15, 2018. The Authority may redeem the 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 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 Subordinated Notes at a price equal to 100% of the principal amount, plus accrued interest. Interest on the Subordinated Notes is payable semi-annually on March 15th and September 15th. The initial interest payment on the 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 Subordinated Notes either entirely in cash or by paying up to 2.0% in Subordinated Notes (“PIK Interest”). If the Authority elects to pay PIK Interest, such election will increase the principal amount of the Subordinated Notes in an amount equal to the amount of PIK Interest for the applicable interest payment period to holders of Subordinated Notes on the relevant record date.

The 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 the original notes. The senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

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In August 2013 and September 2015, the Authority repurchased Subordinated Notes in an aggregate principal amount of $69.0 million and $100.2 million, respectively. An aggregate principal amount of $100.2 million Subordinated Notes remains outstanding as of September 30, 2015.

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 September 30, 2015, the Authority and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.

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 September 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 September 30, 2015, the Authority was in compliance with all covenant requirements under the Line of Credit.

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.

2013 Mohegan Tribe Promissory Note

In March 2013, Mohegan Gaming & Hospitality, LLC (“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.

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DESCRIPTION OF THE EXCHANGE NOTES

The following description is a summary of the material provisions of the Indenture and the Registration Rights Agreement. It does not restate those agreements in their entirety. The Authority urges you to read the Indenture and the Registration Rights Agreement because they, and not this description, define your rights as holders of the exchange notes. Copies of the forms of Indenture and Registration Rights Agreement are filed as exhibits to the registration statement of which this prospectus forms a part and are available from the Authority upon request. You can find the definitions of some terms used in this section and in the Indenture under the subheading “—Definitions.” The term “exchange notes” refers to the 9.75% senior notes due 2021 being offered by the Authority in this exchange offer. The term “outstanding notes” refers to the Authority’s currently outstanding 9.75% senior notes due 2021 that may be exchanged for the exchange notes.

The Authority issued the outstanding notes under the Indenture, dated as of August 15, 2013, among the Authority, the Tribe, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). The outstanding notes are an additional issuance of our 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 (the “unregistered original notes”) in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes (the “registered original notes”) issued on March 12, 2014. The term “notes” refers to the unregistered original notes, the registered original notes, the outstanding notes and the exchange notes, collectively. The term “Indenture” refers to the indenture that applies to the notes.

The terms of the exchange notes are identical in all material respects to the outstanding notes, except that (1) the exchange notes will have been registered under the Securities Act and therefore will not be subject to certain restrictions on transfer applicable to the outstanding notes and (2) holders of the exchange notes will not be entitled to certain rights of holders of outstanding notes under the Registration Rights Agreement. The terms of the outstanding notes include, and the terms of the exchange note will include, those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 as in effect on the date of the Indenture (the “Trust Indenture Act”). The exchange notes are subject to all such terms, and holders of the exchange notes should refer to the Indenture and the Trust Indenture Act for a complete statement of applicable terms.

Ranking

The notes:

• are general unsecured, unsubordinated obligations of the Authority;

• are effectively subordinated to all of existing and future secured Indebtedness of the Authority, including the Obligations under the Bank Credit Facility, to the extent of the value of the assets securing such Indebtedness, and will be effectively subordinated to any Indebtedness and other liabilities (including trade payables) of our non-Guarantor subsidiaries;

• rank equally in right of payment to all other existing and future unsecured, unsubordinated Indebtedness of the Authority, including trade payables and the senior portion of our payment obligations under the Relinquishment Agreement; and

• are senior in right of payment to all existing and future Indebtedness of the Authority that provides by its terms that it is subordinated in right of payment to the notes, including our outstanding Existing Senior Subordinated Notes.

Guarantees

The notes have been jointly and severally, irrevocably and unconditionally guaranteed by the Guarantors. Each Guarantor’s Guarantee of the notes:

• is a general unsecured, unsubordinated obligation of that Guarantor;

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• is effectively subordinated to all of that Guarantor’s existing and future secured Indebtedness, including any guarantee of the Bank Credit Facility to the extent of the value of the assets securing such Indebtedness;

• ranks equally in right of payment to all other existing and future unsecured, unsubordinated Indebtedness of that guarantor; and

• is senior in right of payment to all existing and future Indebtedness of that Guarantor that provides by its terms that it is subordinated in right of payment to its guarantee of the notes, including its guarantee of the outstanding Existing Senior Subordinated Notes.

Subsidiaries

The Authority has an ownership interest in certain entities that are consolidated with the Authority under GAAP, as reflected in the Authority’s consolidated financial statements, but that will not qualify as Subsidiaries under the Indenture and therefore will not be Guarantors. Further, as of the date of this prospectus, the following Subsidiaries are Unrestricted Subsidiaries: Mohegan Lacrosse, LLC; New England Black Wolves, LLC; Downs Lodging, LLC; Mohegan Gaming & Hospitality, LLC; Mohegan Resorts, LLC; Mohegan Resorts Mass, LLC; Mohegan Gaming Advisors, LLC; MGA Holding NJ, LLC; MGA Gaming NJ, LLC; MGA Gaming MA, LLC; MGA Holding MA, LLC; Inspire Integrated Resort Co., Ltd. and MGNV, LLC. On a stand-alone basis, as of September 30, 2015, these non-Guarantor entities (including both consolidated non-Subsidiaries and Unrestricted Subsidiaries) had approximately $122.7 million in total assets, and had a net loss of approximately $17.1 million for the fiscal year ended September 30, 2015. For more information, see Note 16 to the Authority’s consolidated financial statements for the fiscal year ended September 30, 2015 included in this prospectus. The Indenture permits the Authority to create Subsidiaries and generally requires that these Subsidiaries be Restricted Subsidiaries unless specific conditions are met. If these conditions are met, the Authority is permitted to designate a Subsidiary as an Unrestricted Subsidiary. Unrestricted Subsidiaries are not be subject to many of the restrictive covenants of the Indenture and are not required to become Guarantors. Future Restricted Subsidiaries are required to become Guarantors subject to the conditions described below.

Principal, Maturity and Interest

The Authority is offering to exchange $85,000,000 in aggregate principal amount of exchange notes for $85,000,000 in aggregate principal amount of outstanding notes. Subject to the Authority’s compliance with the covenant described below under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” the Authority may issue additional notes under the Indenture in an unlimited aggregate principal amount. The Authority will issue the notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on September 1, 2021.

Interest on the notes accrues at the rate of 9.75% per year and is payable semiannually in arrears on March 1 and September 1. The Authority will make each interest payment to the holders of record of the notes on the immediately preceding February 15 and August 15.

Interest on the notes accrues from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. The exchange notes will bear interest from September 15, 2015. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

Limitations on Management Activities

Notwithstanding any provision in the Indenture, none of the Trustee or any holder of notes (collectively, the “Creditor Parties”) shall engage in any of the following: planning, organizing, directing, coordinating, controlling or managing all or any portion of the Authority’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:

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

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2. any employment policies or practices;

3. the hours or days of operation;

4. any accounting systems or procedures;

5. any advertising, promotions or other marketing activities;

6. the purchase, lease, or substitution of any gaming device or related equipment or software, including player tracking equipment;

7. the vendor, type, theme, percentage of pay-out, display or placement of any gaming device or equipment; or

8. budgeting, allocating, or conditioning payments of any Tribal Entity’s operating expenses;

provided, however, none of the Creditor Parties will be in violation of the foregoing restriction solely because any of the Creditor Parties (i) exercises any rights that do not require the gaming operation to be subject to any third-party decision-making as to any Management Activities; or (ii) requires that all or any portion of the revenues securing the Note Obligations, if any, be applied to satisfy the terms of the Indenture; or (iii) otherwise foreclose on all or any portion of the property securing the Note Obligations, if any; provided, further, that nothing in the provisions described under this caption “—Limitations on Management Activities” shall limit any Creditor Party’s right to engage in Management Activities with respect to any Non-Tribal Entity to the extent such rights are granted pursuant to the Indenture and are otherwise consistent with applicable law.

Section 81 Limitation

Notwithstanding any right of the Trustee or any holder or beneficial owner of the notes contained in the Indenture, the notes or any requirement or restriction imposed on the Authority or the Tribe in such documents, any right, requirement or restriction that “encumbers Indian land” within the meaning of 25 U.S.C. § 81(b) shall not be effective for longer than six years and 364 days except if the 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).

Special and Optional Redemptions

Special Redemption

If any Gaming Regulatory Authority requires a holder or beneficial owner of the notes to be licensed, qualified or found suitable under applicable gaming laws in order for the Authority to obtain or maintain any gaming license or franchise and the holder or beneficial owner does not obtain such license, qualification or finding of suitability within the time periods described in the Indenture and at its own cost and expense, then the Authority has the right, at its option, to either:

• require such holder or beneficial owner of the notes to dispose of its notes within the time period specified by the Gaming Regulatory Authority or within 30 days of receipt of the request by such Gaming Regulatory Authority, whichever is shorter; or

• redeem such holder’s or beneficial owner’s notes at a redemption price equal to the lesser of (1) the principal amount of the notes held by the holder or the beneficial owner and (2) the price paid for the notes by the holder or beneficial owners, plus all accrued and unpaid interest and Additional Interest, if any, to the earlier of the Redemption Date or the date a finding of unsuitability is made by the applicable Gaming Regulatory Authority.

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The Authority will not be required to pay or reimburse any holder or beneficial owner of notes who is required to apply for any such license, qualification or finding of suitability for the costs of the licensure or investigation for such qualification or finding of suitability. Such expenses will be the obligation of such holder or beneficial owner.

Optional Redemption

At any time prior to September 1, 2016, the Authority may, at its option, redeem all or part of the notes. The redemption price will be the sum of

(1) 100% of the principal amount of the notes to be redeemed; and

(2) the Applicable Premium;

plus accrued and unpaid interest and Additional Interest, if any, thereon to the Redemption Date (subject to the rights of holders of notes on the related record date to receive interest due on the related interest payment date).

At any time or from time to time on or after September 1, 2016, the Authority, at its option, may redeem the notes, in whole or in part, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest to but excluding the Redemption Date (subject to the rights of holders of notes on the related record date to receive interest due on the related interest payment date), if redeemed during the twelve-month period commencing on September 1 of the years set forth below:

Period	Redemption Price
2016	107.313%
2017	104.875%
2018	102.438%
2019 and thereafter	100.000%

Selection and Notice of Redemption

If fewer than all of the notes are to be redeemed at any time, the Trustee will select the notes for redemption as follows:

(1) if the notes are listed, in compliance with the requirements of the principal national securities exchange on which the notes are listed; or

(2) if the notes are not so listed, on a pro rata basis, by lot or by such other method as the Trustee shall deem fair and appropriate.

No notes of $2,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 days but not more than 60 days before the Redemption Date to each holder of the notes to be redeemed at its registered address. Notices of redemption may not be conditional.

If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount thereof to be redeemed. A new note in principal amount equal to the unredeemed portion of the original note will be issued in the name of the holder thereof upon surrender and cancellation of the original note. The notes called for redemption become due on the Redemption Date at the redemption price. On and after the Redemption Date, interest ceases to accrue on the notes or portions of them called for redemption.

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Repurchase at the Option of Holders

Change of Control

If a Change of Control occurs, each holder of the notes will have the right to require the Authority to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that holder’s notes pursuant to a “Change of Control Offer.” In the Change of Control Offer, the Authority will offer a payment (a “Change of Control Payment”) in cash equal to 101% of the aggregate principal amount of notes repurchased plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase.

Within 20 business days following any Change of Control, the Authority will deliver a notice to each holder (and, unless the Trustee makes the mailing on behalf of the Authority, to the Trustee) describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the date specified in such notice, which shall be no earlier than 30 days nor later than 60 days from the date such notice is electronically delivered or mailed (the “Change of Control Payment Date”), pursuant to the procedures required by the Indenture and described in such notice. If the Authority wishes the Trustee to do the mailing, it will give the Trustee adequate prior notice so that the Trustee may do so. The Authority will comply with the requirements of Rule 14e-l under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control.

On the Change of Control Payment Date, the Authority, to the extent lawful, will:

(1) accept for payment all notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of notes or portions thereof being purchased by the Authority.

The Paying Agent will promptly mail to each holder of notes so tendered the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; provided that each such new note will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Authority will notify the Trustee and will instruct the Trustee to notify the holders of the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit the holders of the notes to require that the Authority repurchase or redeem the notes in the event of a takeover, recapitalization or similar transaction.

The Bank Credit Facility contains restrictions on the Authority’s ability to purchase any notes upon a Change of Control. The Bank Credit Facility also provides that particular types of change of control events with respect to the Authority constitute a default under the Bank Credit Facility. Any future credit agreements or other agreements relating to secured indebtedness to which the Authority becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Authority is prohibited from purchasing all or a portion of the notes, the Authority could seek the consent of its lenders and other creditors to the purchase of notes or could attempt to repay or refinance the borrowings that contain such prohibition. If the Authority does not obtain such consent or repay or refinance such borrowings, the Authority will remain prohibited from purchasing all or a portion of the notes. In such case, the Authority’s failure to purchase tendered notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under the Bank Credit Facility.

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The Authority will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Authority and purchases all notes validly tendered and not withdrawn under such Change of Control Offer.

Asset Sales

The Authority will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Authority (or its Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in the good faith, reasonable judgment of the Management Board, as evidenced by a resolution set forth in an Officer’s Certificate delivered to the Trustee) of the assets sold or otherwise disposed of; and

(2) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Authority or such Restricted Subsidiary is in the form of cash; provided, however, that the Authority will not be permitted to make any Asset Sale of Key Project Assets. For purposes of this provision, each of the following shall be deemed to be cash:

(a) any liabilities that would appear on the Authority’s or such Restricted Subsidiary’s balance sheet prepared in accordance with GAAP (other than contingent liabilities and liabilities that are by their terms subordinated to the notes or any Guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Authority or such Restricted Subsidiary from further liability; and

(b) any securities, notes or other obligations received by the Authority or any such Restricted Subsidiary from such transferee that are converted by the Authority or such Restricted Subsidiary into cash (to the extent of the cash received) within 30 days of the receipt thereof.

Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Authority may apply such Net Proceeds, at its option, to:

(1) (i) retire Indebtedness secured by the asset which was the subject of the Asset Sale, including Indebtedness under the Bank Credit Facility or the Second Out Facility; provided that in the case of a revolving loan agreement or similar arrangement, the commitment with respect thereto is permanently reduced by such amount, (ii) repurchase, retire or repay the notes or (iii) retire, repay and permanently reduce other Indebtedness that is not Subordinated Indebtedness; provided that the notes are repurchased, retired or repaid on a pro rata basis;

(2) acquire the assets of, or a majority of the Voting Stock of, an entity engaged in the Principal Business or a Related Business;

(3) make capital expenditures or acquire other long-term assets that are used or useful in the Principal Business or a Related Business; or

(4) make an investment in the Principal Business or a Related Business or in tangible long-term assets used or useful in the Principal Business or a Related Business.

Pending the final application of any Net Proceeds of any Asset Sale, the Authority may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. At any time during such 360-day period, the Authority may elect to treat all or any portion of such Net Proceeds as “Excess Proceeds,” and make an Asset Sale Offer to the holders of the notes as described below in satisfaction of the obligation to make such offer as set forth in the paragraph below.

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Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraphs will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Authority will make an offer to repurchase the notes, together with any senior Indebtedness ranking pari passu in right of payment with the notes and containing similar provisions requiring the Authority to make an offer to purchase such pari passu senior Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any), pro rata in proportion to the respective principal amounts of such pari passu senior Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) and the notes (the “Asset Sale Offer”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) plus accrued and unpaid interest and Additional Interest, if any, thereon to the date of purchase (or, in respect of such pari passu senior Indebtedness, such lesser price, if any, as may be provided for by the terms of such pari passu senior Indebtedness) (the “Asset Sale Offer Price”). The Asset Sale Offer shall remain open for at least 20 business days following its commencement. The Asset Sale Offer Price will be payable in cash, in accordance with the procedures set forth in the Indenture or such pari passu senior Indebtedness, as applicable. To the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, the Authority may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of notes and such pari passu senior Indebtedness tendered into such Asset Sale Offer surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the notes and such pari passu senior Indebtedness (to the extent that such senior Indebtedness permits such selection) to be purchased on a pro rata basis. Upon completion of such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

Certain Covenants

Restricted Payments

The Authority will not, and the Authority will not permit any of its Restricted Subsidiaries, directly or indirectly, to:

(1) make any payment on or with respect to any of the Authority’s or any of its Restricted Subsidiaries’ Equity Interests;

(2) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interest in the Authority or any Subsidiary or Affiliate of the Authority;

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Indebtedness, other than the purchase, repurchase or other acquisition of Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case within one year of the Stated Maturity thereof and other than a payment of interest or principal at the Stated Maturity thereof;

(4) make any payment or distribution to the Tribe (or any agency, instrumentality or political subunit or Subsidiary (other than the Authority and its Subsidiaries) thereof) or make any general distribution to the members of the Tribe; or

(5) make any Restricted Investment;

other than, in each case, Government Service Payments (all such payments and other actions set forth in clauses (1) through (5) above (exclusive of Government Service Payments) are collectively referred to as “Restricted Payments”) unless, at the time of and after giving effect to such Restricted Payment:

(A) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(B) the Authority would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter

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period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Authority and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by the next succeeding paragraph), is less than the sum, without duplication, of (i) 50% of the Consolidated Net Income of the Authority for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurs to the end of the Authority’s most recently ended fiscal quarter for which internal consolidated financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (ii) 100% of the aggregate net cash proceeds or fair market value (as determined in the good faith, reasonable judgment of the Management Board and evidenced by a resolution set forth in an Officer’s Certificate delivered to the Trustee) of assets or property (other than cash) received by the Authority after the Issue Date from capital contributions from the Tribe that bear no mandatory obligation to repay the Tribe, plus (iii) to the extent that any Restricted Investment that was made after the Issue Date is sold, liquidated or otherwise disposed of, the lesser of (a) the cash or fair market value (as determined in the good faith, reasonable judgment of the Management Board and evidenced by a resolution set forth in an Officer’s Certificate delivered to the Trustee) of assets other than cash received with respect to such Restricted Investment (less the cost of disposition, if any) and (b) the initial amount of such Restricted Investment, plus (iv) to the extent that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the Issue Date, the lesser of (x) the fair market value of the Authority’s Investment in such Subsidiary as of the date of such redesignation and (y) such fair market value as of the date on which such Subsidiary was originally designated as an Unrestricted Subsidiary, plus (v) $15.0 million.

The preceding provisions will not prohibit:

(1) the defeasance, redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;

(2) the payment of any dividend by a Restricted Subsidiary of the Authority to the holders of its common Equity Interests on a pro rata basis;

(3) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of any Restricted Subsidiary of the Authority held by any member of the Authority’s (or any of its Restricted Subsidiaries’) management pursuant to any management equity subscription agreement or stock option agreement in effect as of the Issue Date; provided that (a) the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $1.0 million in any 12-month period and (b) the aggregate amount of all such repurchased, redeemed, acquired or retired Equity Interests shall not in the aggregate exceed $3.0 million;

(4) the redemption or purchase of Subordinated Indebtedness of the Authority in the event that the holder of such Subordinated Indebtedness has failed to be licensed, qualified or found suitable or otherwise be eligible by any Gaming Regulatory Authority to remain a holder of such Subordinated Indebtedness;

(5) the redemption, defeasance, repurchase or other acquisition or retirement of Subordinated Indebtedness with the net cash proceeds from a substantially concurrent capital contribution from the Tribe (provided that such capital contribution is not counted for purposes of clause (C)(ii) above);

(6) the redemption, defeasance, repurchase or other acquisition or retirement of the Stub Senior Subordinated Notes;

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(7) the redemption, defeasance, repurchase or other acquisition or retirement of Subordinated Indebtedness in connection with any repurchase offer related to an Asset Sale or Change of Control but only if the Authority shall have complied with the covenant described under “—Asset Sales” or “—Change of Control,” as applicable, and purchased all notes validly tendered in connection therewith prior to the redemption of such Subordinated Indebtedness;

(8) payments to the Tribe (or any agency, instrumentality or political subunit thereof) on account of Indebtedness of the Authority or any Restricted Subsidiary held by the Tribe (or any agency, instrumentality or political subunit thereof) at the Stated Maturity thereof;

(9) other Restricted Payments in an aggregate amount since the Issue Date not to exceed $50.0 million;

(10) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interests in any Subsidiary or Affiliate of the Authority that does not constitute a Permitted Investment, provided that (1) the Authority delivers to the Trustee an Officer’s Certificate as to the fairness to the Authority or such Restricted Subsidiary of the price of such repurchase, redemption or other acquisition or retirement for value, from a financial point of view, and (2) in the aggregate, all such repurchases, redemptions or other acquisitions or retirements for value do not exceed $10 million;

(11) the purchase, redemption, defeasance or other acquisition or retirement for value of any Equity Interest in any Subsidiary or Affiliate of the Authority to the extent that such purchase or acquisition constitutes a Permitted Investment;

(12) the defeasance, redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness (including any Existing Senior Subordinated Notes) in a total amount not to exceed $50 million;

(13) the defeasance, redemption, repurchase or other acquisition or retirement of additional Subordinated Indebtedness (including any Existing Senior Subordinated Notes) not otherwise permitted hereunder, provided that the Consolidated Senior Leverage Ratio is less than 4.25 to 1.0, calculated giving pro forma effect to such defeasance, redemption, repurchase, acquisition or retirement and the incurrence of any Indebtedness in connection therewith; and

(14) the substantially concurrent repurchase of the Authority’s outstanding 11% Senior Subordinated Notes due 2018 with a portion of the net proceeds of the notes issued on the Issue Date at a purchase price not to exceed par plus accrued and unpaid interest;

provided, however, that at the time of, and after giving effect to, any Restricted Payment pursuant to clause (3) (6), (8) (other than in respect of Indebtedness under a bond indenture or syndicated loan agreement), (9), (12) or (13), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

Following the Issue Date, the Authority may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if such designation would not cause a Default; provided that in no event shall any Key Project Assets or Gaming Licenses be transferred to an Unrestricted Subsidiary; provided further that Gaming Licenses unrelated to the Resort or Pocono Downs may be transferred to an Unrestricted Subsidiary, so long as at the time and after giving effect to such transfer (i) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof, and (ii) the Authority would, at the time of such transfer and after giving pro forma effect thereto, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock.” In the event of such designation, all outstanding Investments owned by the Authority and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under the first paragraph of this Restricted Payments covenant unless the Investment constitutes a Permitted

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Investment (in which case, such Investment will reduce the amount available for Permitted Investments, as applicable); provided, that in the event that Salishan–Mohegan LLC shall become a Subsidiary and shall be designated an Unrestricted Subsidiary in accordance with the terms of the Indenture, any Investments in Salishan–Mohegan LLC outstanding as of the Issue Date and still outstanding as of the date of such designation shall be excluded from such calculation and shall not be deemed to be an Investment or Restricted Payment and shall not reduce the amount otherwise available for Restricted Payments or Permitted Investments. Except as set forth above with respect to Salishan–Mohegan LLC, all such outstanding Investments will be deemed to constitute Restricted Payments (or Permitted Investments, as the case may be) in an amount equal to the fair market value of such Investments at the time of such designation. Such designation will only be permitted if such Restricted Payment (or Permitted Investments, as the case may be) would be permitted at such time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Authority may redesignate an Unrestricted Subsidiary to be a Restricted Subsidiary if such redesignation would not otherwise cause a Default.

The amount of all Restricted Payments (other than in the form of cash) shall be the fair market value on the date of the Restricted Payment of the assets or securities proposed to be transferred or issued by the Authority or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant shall be determined in good faith by the Management Board whose resolution with respect thereto shall be delivered to the Trustee.

Relinquishment Agreement

All Obligations under the notes shall be “Senior Obligations” as defined in the Relinquishment Agreement and will not be on parity with, or subordinated in right of payment to, the Junior Relinquishment Payments (as defined in the Relinquishment Agreement) and the Authority will not amend (i) Section 6.2 of the Relinquishment Agreement in a manner adverse to the holders of the notes or (ii) any other provision of the Relinquishment Agreement in a manner materially adverse to the holders of the notes.

Incurrence of Indebtedness and Issuance of Preferred Stock

The Authority will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Indebtedness) and the Authority will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Authority may incur Indebtedness (including Acquired Indebtedness) or issue Disqualified Stock and the Authority’s Restricted Subsidiaries may incur Indebtedness or issue preferred stock if (i) the Fixed Charge Coverage Ratio for the Authority’s most recently ended four full fiscal quarters for which internal consolidated financial statements are available would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or preferred stock had been issued, as applicable, at the beginning of such four-quarter period, and (ii) no Default or Event of Default shall have occurred and be continuing or would result from such incurrence of Indebtedness. Notwithstanding the foregoing, the Authority will not issue any Disqualified Stock or any type of Capital Stock that would violate IGRA.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness:

(1) the incurrence by the Authority or any of its Restricted Subsidiaries of (A) Indebtedness (including letters of credit) under Credit Facilities; provided that the aggregate principal amount of all Indebtedness under Credit Facilities outstanding under this clause (1) (including any Permitted Refinancing Indebtedness incurred pursuant to clause (B) below) as of the date of any incurrence pursuant to this clause (1)(A), after giving effect to any such incurrence and the application of the net proceeds therefrom (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Authority and its Restricted Subsidiaries thereunder) shall not exceed the greater of (i) $1,000.0 million, minus (x) the amount of Indebtedness incurred pursuant to this clause (1) since the Issue Date that has been (a) retired with the Net Proceeds from any Asset Sale applied to permanently reduce the outstanding amounts of such Indebtedness pursuant

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to the covenant described under the caption “—Repurchase at the Option of Holders—Asset Sales” or (b) assumed by a transferee in an Asset Sale and (y) the Lease Financing Amount, if any, outstanding at such time and (ii) the maximum aggregate principal amount that could be incurred without causing the Consolidated Secured Leverage Ratio of the Authority, at the time of incurrence, to exceed 3.00 to 1.00 (after giving effect to the application of the net proceeds therefrom and to any other pro forma adjustments consistent with the provisions set forth in the definition of “Fixed Charge Coverage Ratio”), and (B) Permitted Refinancing Indebtedness to Replace any Indebtedness outstanding pursuant to this clause (1);

(2) the incurrence by the Authority or any of its Restricted Subsidiaries of the Existing Indebtedness;

(3) the incurrence by the Authority or any of its Restricted Subsidiaries of Indebtedness represented by the notes (including the Guarantees) issued on the Issue Date and any registered exchange notes issued in Replacement thereof;

(4) the incurrence by the Authority or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price of real property, furniture, fixtures, equipment or similar assets used or useful in the business of the Authority or such Restricted Subsidiary not to exceed 100% of the lesser of cost and fair market value of the assets financed, together with any Permitted Refinancing Indebtedness in respect thereof, in an aggregate principal amount under this clause (4) not to exceed $125.0 million at any time outstanding;

(5) the incurrence by the Authority or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, renew, extend, defease or Replace Indebtedness that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clause (2) or (3) of this paragraph or this clause (5);

(6) the incurrence by the Authority or any of its Restricted Subsidiaries of Hedging and Swap Obligations that are incurred to manage interest rates or currency exchange rates or interest rate or currency exchange rate risk and not for speculative purposes;

(7) the guarantee by the Authority or any of its Restricted Subsidiaries of any Indebtedness of the Authority or any of its Restricted Subsidiaries that was permitted to be incurred by another provision of this covenant;

(8) the incurrence by (i) a Restricted Subsidiary of Indebtedness owed to another Restricted Subsidiary or to the Authority or (ii) the Authority of Indebtedness owed to a Restricted Subsidiary; provided that, in each case, if at any time any such Restricted Subsidiary ceases to be a Restricted Subsidiary, any such Indebtedness shall be deemed to be an incurrence of Indebtedness for the purposes of this covenant;

(9) the incurrence by the Authority or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed $100.0 million;

(10) to the extent that such incurrence does not result in the incurrence by the Authority or any Restricted Subsidiary of any obligation for the payment of borrowed money of others, Indebtedness incurred solely as a result of the execution by the Authority or its Restricted Subsidiaries of a Completion Guarantee and Keep-Well Agreement;

(11) any guarantee of Indebtedness of another Person to the extent constituting a Permitted Investment incurred pursuant to clause (5) of the definition thereof; and

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(12) (a) Capitalized Lease Obligations owing to Downs Lodging, LLC in respect of the hotel and convention center being constructed by Downs Lodging, LLC adjacent to the casino facility at Pocono Downs for so long as such entity is an Unrestricted Subsidiary of the Authority and (b) Indebtedness of Downs Lodging, LLC deemed to be incurred upon its designation, if any, as a Restricted Subsidiary in accordance with the Indenture, in an aggregate principal amount not to exceed $55.0 million as of the date of such designation; provided that in the case of this clause (b) such Indebtedness was incurred to finance (or to refinance Indebtedness incurred to finance) the hotel and convention center being constructed by Downs Lodging, LLC adjacent to the casino facility at Pocono Downs and fees and expenses incurred in connection therewith;

provided, however, that at the time of, and after giving effect to, the incurrence of any Indebtedness pursuant to clause (9), (10) or (11), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of such incurrence.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Indebtedness described in clauses (1) through (12) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Authority shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness in any manner that complies with this covenant; provided that if such Indebtedness is secured by a Lien, such Lien would be permitted to be incurred to secure such reclassified Indebtedness as of the date of reclassification in accordance with the covenant described below under the caption “—Liens”; provided, further, that Indebtedness outstanding under the Bank Credit Facility, the Second Out Facility and the Existing Second Lien Notes on the Issue Date, and any Replacement of such Indebtedness that is secured by a Lien, shall be deemed to be outstanding pursuant to clause (1) above. The payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies shall not be deemed to be an incurrence of Indebtedness for purposes of this covenant.

Limitation on Issuances and Sales of Equity Interests in Wholly Owned Restricted Subsidiaries

The Authority:

(1) will not, and will not permit any Restricted Subsidiary of the Authority to, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Wholly Owned Restricted Subsidiary of the Authority to any Person (other than the Authority or another Wholly Owned Restricted Subsidiary of the Authority), unless

(a) (i) such transfer, conveyance, sale, lease or other disposition is of all the Equity Interests in such Wholly Owned Restricted Subsidiary or (ii) the Authority’s Investment in such formerly Wholly Owned Restricted Subsidiary remaining immediately after giving effect to such transfer, conveyance, sale, lease or other disposition would be permitted under the covenant described above under the caption “—Restricted Payments,” and

(b) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales,” and

(2) will not permit any Wholly Owned Restricted Subsidiary of the Authority to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to the Authority or a Wholly Owned Restricted Subsidiary of the Authority unless upon such issuance, the Authority’s Investment in any such formerly Wholly Owned Restricted Subsidiary would be permitted under the covenant described above under the caption “—Restricted Payments.”

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Liens

The Authority will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of their respective property or assets, or any proceeds therefrom, now owned or hereafter acquired, which secures either:

(1) Subordinated Indebtedness, unless the notes are (and/or each applicable Guarantee is) secured by a Lien on such property, assets or proceeds, which Lien is senior in priority to the Liens securing such Subordinated Indebtedness; or

(2) other senior Indebtedness pari passu in right of payment with the notes, unless the notes are (and/or each applicable Guarantee is) equally and ratably secured with the Liens securing such pari passu Indebtedness.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

Except as set forth in the next paragraph, the Authority will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on its Capital Stock, or with respect to any other interest or participation in, or measured by, its profits, to the Authority or any of the Authority’s Restricted Subsidiaries, or pay any indebtedness owed to the Authority or any of the Authority’s Restricted Subsidiaries;

(2) make loans or advances to the Authority or any of the Authority’s Restricted Subsidiaries; or

(3) transfer any of its properties or assets to the Authority or any of the Authority’s Restricted Subsidiaries.

The restrictions in the preceding paragraph will not apply to encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions in effect on the Issue Date, including without limitation pursuant to Existing Indebtedness, the Bank Credit Facility and the Second Out Facility (including any security documents relating to the Existing Indebtedness, the Bank Credit Facility or the Second Out Facility) as in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, Replacements or refinancings thereof; provided that such amendments, modifications, restatements, renewals, extensions, increases, supplements, refundings, Replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in such contractual encumbrance or restriction as in effect on the Issue Date;

(2) the notes and the Indenture;

(3) applicable law or any applicable rule, regulation or order;

(4) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Authority or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

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(5) customary non-assignment provisions in leases, licenses or other contracts entered into in the ordinary course of business and consistent with past practices;

(6) purchase money obligations (including, without limitation, Capital Lease Obligations) for property acquired in the ordinary course of business that impose restrictions on the property so acquired of the nature described in clause (3) of the preceding paragraph;

(7) contracts or agreements for the sale of assets that impose restrictions on the transfer of such assets and any contract or agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition;

(8) Permitted Refinancing Indebtedness; provided that the applicable restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

(9) any provision of secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described above under the captions “—Incurrence of Indebtedness and Issuance of Preferred Stock” and “—Liens” that limits the right of the Authority or any of its Restricted Subsidiaries to dispose of the assets subject to the Liens securing such Indebtedness;

(10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business;

(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(12) Indebtedness, Disqualified Stock or preferred stock of the Authority or any Guarantor that is incurred subsequent to the Issue Date pursuant to the provisions of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” containing applicable encumbrances and restrictions that are not materially more restrictive than the encumbrances and restrictions in effect on the Issue Date pursuant to the Indenture, the Bank Credit Facility, and the Second Out Facility taken together; and

(13) documents or agreements evidencing, relating to, or otherwise governing any Permitted Lease Financing to the extent such encumbrances or restrictions are applicable solely to the Income Assets with respect to such Permitted Lease Financing.

Transactions with Affiliates

The Authority will not, and the Authority will not permit any of its Restricted Subsidiaries to, make any payment or distribution to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, (i) any Affiliate of the Authority or any of its Restricted Subsidiaries or (ii) any member of the Tribe or any business entity directly or indirectly controlled by any member or members of the Tribe (each of the foregoing, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to the Authority or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Authority or such Restricted Subsidiary with an unrelated Person;

(2) other than with respect to transactions undertaken in the ordinary course of business, no Default or Event of Default shall have occurred and be continuing or would result from any such Affiliate Transaction; and

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(3) the Authority delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Management Board set forth in an Officer’s Certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Management Board; and

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $20.0 million, an opinion as to the fairness to the Authority or such Restricted Subsidiary of such Affiliate Transaction (or series of related Affiliate Transactions) from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the preceding paragraph:

(1) any employment agreement or arrangement entered into by the Authority or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of the Authority or such Restricted Subsidiary;

(2) transactions between or among the Authority and/or its Restricted Subsidiaries;

(3) payment of reasonable Management Board fees to members of the Management Board;

(4) transactions with Persons in whom the Authority owns any Equity Interests, so long as the remaining equity holders of such Person are not Affiliates of the Tribe, the Authority or any of its Subsidiaries provided that no Default or Event of Default shall have occurred and be continuing or would result from entering into such transaction;

(5) Government Service Payments;

(6) transactions pursuant to the Relinquishment Agreement;

(7) Restricted Payments or Permitted Investments that are made in compliance with the covenant described above under the caption “—Restricted Payments”;

(8) contractual arrangements existing on the Issue Date and any renewals, extensions and modifications thereof that are not materially adverse to the holders of the notes;

(9) the sale or other transfer of Income Assets in connection with a Permitted Lease Financing;

(10) reasonable and customary employment and bid preferences to members of the Tribe and businesses owned by members of the Tribe in accordance with Tribal law or policy (as such Tribal law or policy exists on the Issue Date, together with such amendments that would not reasonably be expected to be materially adverse to the interests of the holders of the notes); and

(11) provision by the Authority or any of its Restricted Subsidiaries of development or management services to a joint venture or an Unrestricted Subsidiary engaged in the Principal Business or a Related Business; provided that the Authority or such Restricted Subsidiary, as the case may be, is reimbursed by the joint venture or Unrestricted Subsidiary for all incremental, out-of-pocket costs and expenses (including without limitation payroll) it incurs in providing such services.

Subsidiary Guarantees

The Pocono Downs Subsidiaries, the WNBA Subsidiary, Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC, Mohegan Ventures Wisconsin, LLC, Wisconsin Tribal Gaming, LLC and MTGA Gaming, LLC are

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Guarantors. If any Restricted Subsidiary of the Authority guarantees any other Indebtedness of the Authority or is obligated on other Indebtedness in excess of $50.0 million (as measured with respect to each such Restricted Subsidiary), then that Restricted Subsidiary must (i) execute a supplemental indenture satisfactory to the Trustee to become a Guarantor, which supplemental indenture shall not include any provisions that conflict with the limitations set forth in the covenant described under the caption “—Limitation on Management Activities,” (ii) prior to the consummation of the registered exchange offer, execute a joinder to the Registration Rights Agreement and (iii) deliver an Opinion of Counsel to the Trustee in respect of the foregoing requirement, in each case, within 20 business days of the date on which it first satisfies the foregoing conditions.

The Indenture will provide that the obligations of each Guarantor under its Guarantee are and will be limited so as not to constitute a fraudulent conveyance under applicable law.

Subject to the provisions of the following paragraphs, the Indenture will provide that no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another corporation, Person or entity whether or not affiliated with such Guarantor unless: (A)(i) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor under the Indenture, the Guarantees, and the Registration Rights Agreement pursuant to a supplemental indenture, in form and substance reasonably satisfactory to the Trustee (provided that such document shall not include provisions that conflict with the limitations in the covenant described under the caption “—Limitation on Management Activities”); and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; provided, any Guarantor may merge with or into another Guarantor or (B) such consolidation or merger results in such Subsidiary ceasing to be a Guarantor pursuant to a transaction otherwise permitted under the Indenture, including the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

The Indenture permits the merger of one or more Guarantors with or into another Guarantor or with or into the Authority; provided that in the case of a merger with or into the Authority, the Authority is the surviving entity. In the event (i) of a sale, exchange, transfer or other disposition (other than to any other Guarantor or the Authority) to any Person that is not required to become a Guarantor of all of the Capital Stock of (including by way of merger or consolidation), or all or substantially all the assets of, such Guarantor, which sale, exchange or transfer is made in accordance with the provisions of the Indenture, including those provisions described under the caption “—Repurchase at the Option of Holders—Asset Sales,” (ii) a Guarantor otherwise ceases to be a Subsidiary of the Authority in a transaction permitted by the Indenture, (iii) a Guarantor ceases to guarantee any other Indebtedness of the Authority or ceases to be obligated on other Indebtedness in excess of $50.0 million or (iv) a Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of the Indenture, then such Guarantor will be released and relieved of any obligations under its Guarantee.

Sale and Leaseback Transactions

The Authority will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction (other than incidental to any Permitted Lease Financing) involving the Resort or any Key Project Assets; provided that the Authority or any of its Restricted Subsidiaries may enter into such a sale and leaseback transaction if:

(1) the Authority or such Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an amount equal to the Attributable Debt relating to such sale and leaseback transaction pursuant to the first paragraph of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” or clause (9) of the second paragraph of such covenant and (b) incurred a Lien on the Property subject to such sale and leaseback to secure such Indebtedness pursuant to the covenant described above under the caption “—Liens,” and thereafter for the term of the applicable lease, the Authority or such Restricted Subsidiary will be deemed to have incurred Indebtedness in the amount of the Attributable Debt, secured by a Lien on such Property;

(2) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value, as determined in the good faith, reasonable judgment of the Management Board and set forth in an Officer’s Certificate delivered to the Trustee, of the property that is the subject of such

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sale and leaseback transaction; and, in the case of any such transaction (or series of related transactions) involving the sale of assets with a value in excess of $25.0 million, an opinion as to the fairness to the Authority or such Restricted Subsidiary of such sale and leaseback transaction from a financial point of view is issued by an accounting, appraisal or investment banking firm of national standing;

(3) the transfer of assets in such sale and leaseback transaction is permitted by, and the Authority applies the proceeds of such transaction in compliance with, the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”; and

(4) no Default or Event of Default shall have occurred and be continuing or would occur as a result of such transaction;

provided, further, that no Resort Hotel Transaction shall be subject to the provisions described under this caption “—Sale and Leaseback Transactions.”

Restrictions on Leasing and Dedication of Property

Except as provided in the next paragraph, the Authority will not lease, sublease, or grant a license, concession or other agreement to occupy, manage or use any material portion of the Authority’s property and assets owned or leased by the Authority and located on the Resort (each, a “Lease Transaction”).

The first paragraph of this covenant will not prohibit any of the following Lease Transactions:

(1) the Authority may enter into a Lease Transaction with any Person (including, without limitation, a lease for the purpose of developing, constructing, operating and managing hotel, retail, restaurant, cell tower, and other commercial establishments within the Resort, including, if applicable, the Resort Hotel Transaction); provided that:

(a) such Lease Transaction will not materially interfere with, impair or detract from the operations of the Resort;

(b) such Lease Transaction contains rent and such other terms such that the Lease Transaction, taken as a whole, is commercially reasonable in light of prevailing or comparable transactions in other casinos, hotels, attractions or shopping venues; and

(c) such Lease Transaction complies with all applicable law, including obtaining any consent of the BIA, if required;

(2) the Lease and any amendments, extensions, modifications or renewals thereof which are not materially adverse to the holders of the notes;

(3) the Authority may enter into a management or operating agreement with respect to any of the Authority’s property and assets with any Person (a “Management Contract”); provided that:

(a) the manager or operator has experience in managing or operating similar operations and, in the case of a Management Contract in respect of Gaming activities, is a Qualified Gaming Company;

(b) such Management Contract is on commercially reasonable and fair terms to the Authority; and

(c) to the extent required by law, such Management Contract has been submitted to and approved by the NIGC;

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(4) the Relinquishment Agreement and any amendments, extensions, modifications or renewals thereof which are not materially adverse to the holders of the notes; and

(5) Permitted Lease Financings.

No Lease Transaction may provide that the Authority may subordinate its leasehold or fee interest to the real property interest of any financing party of any lessee, and no person other than the Authority may conduct gaming or casino operations on any property that is the subject of a Lease Transaction.

Defense of Indenture

If any Person commences any action or proceeding seeking to characterize the Indenture or any interest thereunder, for any reason (i) as constituting, creating or providing a “proprietary interest” in gaming activities or gaming operations or (ii) constituting a “management contract” or a “management agreement,” in either case in violation of IGRA, the Authority will, at its own cost, object to any such characterization and support and defend the Indenture, as not creating, providing or constituting any “proprietary interest” in gaming activities and not constituting a “management contract” or a “management agreement,” in either case in violation of IGRA or any other Law.

Covenants of the Tribe

Negative Covenants

The Tribe shall not, and shall not permit any of its representatives, political subunits or councils, agencies or instrumentalities, directly or indirectly, except as required by federal or state law, to do any of the following:

(1) increase or impose any tax, fee, charge, assessment or other payment obligation on the Authority or on any patrons of, or any activity at, the Resort other than:

(a) payments that are due under any agreement in effect on the Issue Date or payments which are not materially adverse to the economic interests of holders of the notes;

(b) payments that the Authority has agreed to reimburse each holder of notes for the economic effect thereof, if any;

(c) payments that correspondingly reduce the Restricted Payments otherwise payable to the Tribe;

(d) pursuant to the Tribal Tax Code; or

(e) Government Service Payments;

(2) subject to the provisions described under the caption “—Section 81 Limitation,” rescind the Lease or amend the terms of the Lease in any manner that would be materially adverse to the economic interests of holders of the notes or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of the Trustee or any holder of the notes;

(3) amend the Tribal Gaming Ordinance (or accompanying gaming regulations in effect on the Issue Date), the Compact, the Tribal constitution or the Town Agreement (in each case unless any such amendment is a legitimate effort to ensure that the Authority and the Resort conduct gaming operations in a manner that is consistent with applicable laws, rules and regulations or that protects the environment, the public health and safety, or the integrity of the Authority or the Resort) to restrict or eliminate the exclusive right of the Authority to conduct gaming operations on the existing reservation of the Tribe located adjacent to Uncasville, Connecticut in a manner

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that would be materially adverse to the economic interests of holders of the notes or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of the Trustee or any holder of the notes;

(4) permit or incur any consensual liability of the Tribe (or of any other instrumentality, enterprise or subunit of the Tribe) that is a legal obligation of the Authority or any of its Restricted Subsidiaries or for which assets of the Authority or any of its Restricted Subsidiaries may be bound, other than a liability that the Authority or its Restricted Subsidiaries are permitted or not prohibited from incurring on their own behalf under the Indenture;

(5) exercise any power of eminent domain or condemnation over the assets of the Authority or any of its Restricted Subsidiaries (other than any such exercise that would not materially adversely affect the economic rights and benefits of the Trustee or the holders of the notes);

(6) take any other action (including, without limitation, applying the Tribal Gaming Ordinance or gaming regulations in a discriminatory manner against the holders of the notes), enter into any agreement, amend its constitution, the Tribal Gaming Ordinance (or accompanying gaming regulations), the UCC Ordinance, the Compact or the Town Agreement, or enact any ordinance, law, rule or regulation that would have a material adverse effect on the economic interests of holders of the notes, or which could reasonably be expected to impair, delay, hinder or interfere with, in any material manner, any right or remedy of the Trustee or any holder of the notes;

(7) other than through the Authority, a Subsidiary of the Authority or a joint venture of the Authority (with any one or more entities that are not Affiliates of the Tribe unless they are Subsidiaries of the Authority), develop, own, operate or manage Northeast Gaming Operations; provided, the Tribe may continue to own its existing interests in Mohegan Gaming and its Subsidiaries which may in turn own, operate and manage casino gaming operations, provided that (A) any future investments in Mohegan Gaming or its Subsidiaries or joint ventures by the Tribe or any agency, instrumentality, political subunit or Subsidiary (other than the Authority and its Subsidiaries) of the Tribe will be made by or through the Authority or a Subsidiary of the Authority, and (B) so long as the Tribe holds any equity interest in Mohegan Gaming other than through the Authority, Mohegan Gaming shall not own, operate or manage Northeast Gaming Operations other than projects publicly disclosed as of the Issue Date (including projects in Thompson, New York and Palmer, Massachusetts);

(8) abrogate or take any action to abrogate the Tribe’s waiver of sovereign immunity and consent to jurisdiction or any waiver of sovereign immunity or consents to jurisdiction provided by the Authority or any Guarantor related to the Indenture;

(9) knowingly accept or retain a Restricted Payment (other than Government Service Payments) from the Authority in violation of the Indenture;

(10) dissolve, liquidate, reorganize or restructure the Authority or any Restricted Subsidiary, other than as permitted under the Indenture, terminate gaming operations conducted by the Authority, or authorize gaming operations (other than class I gaming under IGRA) on its reservation other than through the Authority;

(11) fail to segregate Tribal assets from assets of the Authority or any Restricted Subsidiary;

(12) convey into trust with the federal government of the United States any Authority assets other than real property;

(13) directly or indirectly challenge the validity or, legality of any provision of the Indenture in any court or other forum on the basis that the Indenture violates or fails to comply with IGRA or such other statutes, laws, ordinances or government rules and regulations applicable to federally-recognized Indian tribes;

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(14) fail to maintain its existence as a federally recognized Indian tribe;

(15) take any action, pursuant to or within the meaning of Bankruptcy Law, to appoint or consent to the appointment of a custodian, receiver or trustee (or other similar office) of the Authority or for all or substantially all of the property of the Authority;

(16) take any action to enact any Bankruptcy Law that would impair, limit, restrict, delay or otherwise adversely affect any of the rights and remedies of the Trustee or the holders of the notes provided for in the Indenture or the notes;

(17) take any action that impairs necessary access to the lands of the Tribe for purposes of operating the Resort and conducting the business of the Resort;

(18) adopt, enact, amend or modify any law impairing (as such term is used in Article I, Section 10 of the United States Constitution) any contractual obligation of the Tribe, the Authority or the Guarantors under the Indenture or the notes other than laws required under applicable state or federal law or reasonably adopted in good faith to ensure that the Principal Business and any Related Business are conducted in a manner consistent with applicable laws to protect the environment or the public health and safety relating to the conduct of the Principal Business or such Related Business;

(19) initiate or participate in any proceeding to have the interests of the Trustee or any holder of the notes under the Indenture declared invalid or unenforceable on the basis that that the Indenture (a) provides any Person with a proprietary interest in any gaming activity in contravention of the requirements under IGRA, including 25 U.S.C. Section 2710(b)(2)(A), or under the Tribe’s Constitution and any tribal law, ordinance or resolution including, without limitation, the Gaming Ordinance, or (b) constitute, individually or as a whole, a “management contract” or a “management agreement” under IGRA, including 25 U.S.C. Section 2711, and its implementing regulations, or as otherwise provided under the Tribe’s Constitution and any tribal law, ordinance or resolution, including, without limitation, the Tribal Gaming Ordinance; or

(20) except as required by federal or state law, directly or indirectly impose, tax or otherwise make a charge on the Creditor Parties in their capacities as such, the notes, the Indenture or any payments or deposits to be made thereunder;

provided that, except as set forth in the previous clauses (3) and (7) nothing in the foregoing shall restrict the ability of the Tribe, directly or indirectly, to engage in any business, including a gaming enterprise, outside of the Authority.

Affirmative Covenants

Affirmative covenants of the Tribe contained in the Indenture include the following:

(1) Any action taken by the Tribe to comply with federal or state law that would otherwise violate the provisions of the Tribe’s negative covenants shall be taken only after prior written notice to the Trustee, accompanied with an Officer’s Certificate and Opinion of Counsel that such action is required by federal or state law. To the extent possible under the federal or state law, the Tribe shall give the Trustee at least 30 days prior written notice of any such action.

(2) In the event that the Tribe or any agency, instrumentality, political subunit or Subsidiary (other than the Authority and its Subsidiaries) of the Tribe receives, directly or indirectly, any payment, distribution or transfer from the Authority or any Restricted Subsidiary at a time when such

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payment, distribution or transfer is prohibited by the terms of the Indenture, such payment shall be held by the Tribe in trust for the benefit of, and shall be paid forthwith over and delivered promptly to the Authority; provided that, if an Event of Default resulting in acceleration of the notes has occurred and is continuing, such payment shall, be paid forthwith over and delivered promptly to the Trustee.

(3) The Tribe agrees that, at all times, the Authority shall have sole and exclusive right to operate the Resort; provided, the Authority may delegate its right to operate the Resort to one or more employees, agents, independent contractors, managers, operators or other Persons in accordance with the terms of the Indenture, and any such delegation shall not constitute a breach of this clause (3).

Additional Agreements and Acknowledgements

The Tribe and the Authority will agree and acknowledge the following:

(1) Any action taken in violation of the Tribal covenants in the Indenture shall be deemed in contravention of Article XIV (“Non-Impairment of Contracts”) of the Constitution of the Tribe.

(2) Upon any payment or distribution of assets upon any liquidation, dissolution, winding up, reorganization, assignment for the benefit of creditors, marshaling of assets or any bankruptcy, insolvency or similar proceedings of the Authority or the Resort, the holders of the notes shall be entitled to receive payment in full in respect of all principal, premium, interest and other amounts owing in respect of the notes before any payment or any distribution is made to the Tribe.

Gaming Licenses

The Authority will use its commercially reasonable best efforts to obtain and retain in full force and effect at all times all Gaming Licenses necessary for the operation of the Resort and Pocono Downs; provided that, if in the course of the exercise of its governmental or regulatory functions the Authority is required to suspend or revoke any consent, permit or license or close or suspend any operation or any part of the Resort as a result of any noncompliance with the law, the Authority will use its commercially reasonable best efforts to promptly and diligently correct such noncompliance or replace any personnel causing such noncompliance so that the Resort will be open and fully operating.

The Authority shall file with the Trustee and provide holders of notes any notice of Violation, Order of Temporary Closure, or Assessment of Civil Fines from the NIGC pursuant to 25 C.F.R. Part 573 or 575 or any successor provision, and any Notice of Non-Compliance issued by, or cause of action commenced by, the State of Connecticut under Section 13 of the Compact, or any successor provision.

Ownership Interests in the Authority

Neither the Tribe nor the Authority shall permit any Person other than the Tribe to acquire any Ownership Interest whatsoever in the Authority.

Existence of the Authority and Maintenance of the Lease

The Authority shall, and shall cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve and keep in full force and effect their respective existence, in accordance with their respective organizational documents, and their respective rights (contractual, charter and statutory), licenses and franchises, except to the extent permitted under the covenant described above under the caption “—Subsidiary Guarantees” or the covenant described below under the caption “—Liquidation or Dissolution”; provided, however, that neither the Authority nor any Restricted Subsidiary shall be required to preserve, with respect to itself, any license, right or franchise and, with respect to its Restricted Subsidiaries, any such existence, license, right or franchise, if its Management Board or Board of Directors, or other governing body or officers authorized to make such

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determination, as the case may be, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Authority or any Restricted Subsidiary, and that the loss thereof is not adverse in any material respect to the holders. In addition, subject to the provisions described under the caption “—Section 81 Limitation,” the Authority shall do, or cause to be done, all things necessary to perform any material covenants set forth in the Lease in order to keep the Lease in full force and effect.

Liquidation or Dissolution

The Authority shall not consolidate or merge with or into any other Person (other than a consolidation or merger with a Wholly Owned Restricted Subsidiary of the Authority in which the Authority is the surviving entity).

Limitations on Lines of Business

The Authority shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any business other than the Principal Business or a Related Business.

Maintenance of Properties

Subject to, and in compliance with, the provisions described under the caption “—Section 81 Limitation,” the Authority shall cause all material properties used or useful in the conduct of its business or the business of any of the Guarantors to be maintained and kept in good operating condition, repair and working order (ordinary wear and tear and casualty loss excepted) and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereto; provided, that the Authority shall not be obligated to make or cause to be made such repairs, renewals, replacements, betterments and improvements or maintain such properties if the failure to do so would not result in a material adverse effect on the ability of the Authority and the Guarantors to satisfy their obligations under the notes, the Guarantees and the Indenture.

Maintenance of Insurance

Until the notes have been paid in full, the Authority shall maintain insurance with responsible carriers against such risks and in such amounts as is customarily carried by similar businesses with such deductibles, retentions, self-insured amounts and coinsurance provisions as are customarily carried by similar businesses of similar size, including, without limitation, liability, property and casualty.

Changes in Covenants When Notes Rated Investment Grade

Following the first date upon which the notes are rated Baa3 or better by Moody’s Investors Service, Inc. (“Moody’s”) and BBB- or better by Standard & Poor’s Ratings Group (“S&P”) (or, in either case, if such person ceases to rate the notes for reasons outside of the control of the Authority, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected by the Authority as a replacement agency) (the “Rating Event Date”) and provided no Default or Event of Default shall exist on the Rating Event Date, the covenants specifically listed under “—Repurchase at the Option of Holders—Asset Sales,” “Incurrence of Indebtedness and Issuance of Preferred Stock,” “—Restricted Payments,” “—Limitation on Issuances and Sales of Equity Interests in Wholly Owned Restricted Subsidiaries,” “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries,” “—Restrictions on Leasing and Dedication of Property,” “—Maintenance of Insurance,” “—Transactions with Affiliates” and “—Subsidiary Guarantees” in this prospectus (collectively, the “Suspended Covenants”) will no longer be applicable to the notes; provided however that in the event that at any time after a Rating Event Date, the notes shall be rated lower than Baa3 by Moody’s or lower than BBB- by S&P, or any equivalent rating by a successor agency to Moody’s or S&P, the Suspended Covenants shall be automatically reinstated (the “Reinstated Covenants”) with respect to the notes and all transactions by the Authority that occurred during the time that such covenants were suspended and that would have violated such covenants had such covenants been in effect at the time shall be deemed not to constitute a Default or Event of Default, as the case may be, and shall be deemed to have been in compliance with such covenants for all purposes; provided further that thereafter all transactions by the Authority occurring on or after the date on which the Suspended Covenants have been reinstated shall be required to

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be in compliance with the Reinstated Covenants. For purposes of interpreting the definition of “Permitted Liens” during the time any Suspended Covenants are suspended, the definition should be read as if the Suspended Covenants were not so suspended.

There can be no assurance that a Rating Event Date will occur or, if one occurs, that the notes will continue to maintain an investment grade rating.

Methods of Receiving Payments on the Notes

If a holder that holds at least $1.0 million in principal amount of notes has given wire transfer instructions to the Authority, the Authority will make all principal, premium and interest payments, including Additional Interest payments, if any, on those notes in accordance with those instructions. All other payments on the notes will be made at the office or agency of the Paying Agent and Registrar within the City and State of New York unless the Authority elects to make interest payments by check mailed to the holders of notes at their address set forth in the register of holders.

Paying Agent and Registrar for the Notes

The Trustee initially will act as Paying Agent and Registrar. The Authority may change the Paying Agent or Registrar without prior notice to the holders of the notes, and the Authority may act as Paying Agent or Registrar.

Transfer and Exchange

A holder of notes may transfer or exchange its notes in accordance with the Indenture. The Registrar and the Trustee may require a holder of notes, among other things, to furnish appropriate endorsements and transfer documents and the Authority may require a holder of notes to pay any taxes and fees required by law or permitted by the Indenture. The Authority is not required to transfer or exchange any note selected for redemption. Also, the Authority is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

The registered holder of a note will be treated as the owner of it for all purposes.

Reports

Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Authority will file a copy of each of the following reports with the SEC for public availability (unless the SEC will not accept such a filing, in which case the Authority will otherwise publicly post such reports) and will furnish to the holders of notes and the Trustee (in each case which may be deemed to be made by electronic transmission via the SEC’s EDGAR system or any successor system thereto or by posting to the publicly available website of the Authority) within 15 days after the end of the time periods specified in the SEC’s rules and regulations for filings of current, quarterly and annual reports:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Authority were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of the Authority and its consolidated subsidiaries (showing in reasonable detail, either on the face of the consolidated financial statements or in the footnotes thereto and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, the financial condition and results of operations of the Authority and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Authority, to the extent that would be required by the rules, regulations or interpretive positions of the SEC) and, with respect to the annual report only, a report thereon by the Authority’s independent registered public accounting firm; and

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(2) all current reports that would be required to be filed with the SEC on Form 8-K if the Authority were required to file such reports.

In addition, the Indenture provides that, for so long as any notes remain outstanding, at any time that the Authority is not subject to Section 13 or 15(d) of the Exchange Act, the Authority will furnish to the holders of notes and to securities analysts and prospective purchasers of the notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

The Authority shall file with the Trustee and provide to holders of notes (which may be deemed to be made by electronic transmission via the SEC’s EDGAR system or any successor system thereto), within 15 days after it files them with the NIGC, copies of all reports which the Authority is required to file with the NIGC pursuant to 25 C.F.R. Part 514.

Events of Default and Remedies

Each of the following is an Event of Default with respect to the notes:

(1) default by the Authority or any Guarantor for 30 days in the payment when due of interest or Additional Interest, if any, on the notes;

(2) default by the Authority or any Guarantor in payment when due of the principal of or premium, if any, on the notes;

(3) failure by the Authority or any of its Restricted Subsidiaries to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Asset Sales” or “—Certain Covenants—Liquidation or Dissolution”;

(4) failure by the Authority or any of its Restricted Subsidiaries for 30 days after notice to the Authority by the Trustee or the holders of at least 25% in principal amount of the then outstanding notes to comply with any covenant, representation, warranty or other agreement in the Indenture or the notes;

(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Authority or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Authority or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default:

(a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or

(b) results in the acceleration of such Indebtedness prior to its express maturity; and,

in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates to $50.0 million or more;

(6) failure by the Authority or any of its Restricted Subsidiaries to pay final judgments in amounts not covered by insurance or not adequately reserved for in accordance with GAAP aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed (by reason of pending appeal or otherwise) for a period of 60 days;

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(7) certain events of bankruptcy or insolvency with respect to the Authority or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary;

(8) revocation, termination, suspension or other cessation of effectiveness of any Gaming License which results in the cessation or suspension of gaming operations for a period of more than 90 consecutive days at the Resort or Pocono Downs;

(9) cessation of gaming operations for a period of more than 90 consecutive days at the Resort or Pocono Downs (other than as a result of a casualty loss);

(10) the Lease ceases to be in full force and effect in any material respect; and

(11) failure by the Tribe to comply with the provisions described under “—Certain Covenants—Covenants of the Tribe” for 30 days after notice to the Authority and the Tribe by the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding notes; provided such 30-day period shall not apply to any failure by the Tribe to comply with clauses (8) , (10), (13) and (15) under “—Certain Covenants—Covenants of the Tribe—Negative Covenants.”

In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Authority, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately. The holders of a majority in aggregate principal amount of the then outstanding notes by written notice to the Trustee may, on behalf of all of the holders of all the notes, rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

Holders of the notes may not enforce the Indenture or the notes except as provided in the Indenture. Subject to specific limitations, holders of a majority in principal amount of then outstanding notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in the interests of such holders of the notes.

The holders of not less than a majority in aggregate principal amount of the notes then outstanding by notice to the Trustee may on behalf of the holders of all of the notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default (other than nonpayment of principal, interest or premium that has become due solely because of an acceleration that has been rescinded) in the payment of premium, if any, or interest on, or the principal of, the notes, including in connection with an offer to purchase. Upon any such waiver, such Default shall cease to exist with respect to the notes, and any Event of Default arising therefrom shall be deemed to have been cured with respect to the notes for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. In the case of any Event of Default which occurs by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Authority with the intention of avoiding payment of the premium that the Authority would have to pay if the Authority had elected to redeem the notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium also shall become and be immediately due and payable to the extent permitted by law upon the acceleration of the notes.

The Authority will be required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Authority will be required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

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No Personal Liability of Tribe, Directors, Officers, Employees, Stockholders and Members

Neither the Tribe nor any director, officer, office holder, employee, agent, representative or member of the Authority or the Tribe or holder of an Ownership Interest of the Authority, any Guarantor or the Tribe, as such, shall have any liability for, nor be subject to suit in respect of, any obligations of the Authority or any Guarantor under the notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of notes by accepting a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the notes.

Legal Defeasance and Covenant Defeasance

Upon compliance with the conditions set forth below, the Authority may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding notes (“Legal Defeasance”), except for:

(1) the rights of holders of outstanding notes to receive payments in respect of the principal of, premium, if any, and interest and Additional Interest, if any, on such notes when such payments are due from the trust referred to below;

(2) the Authority’s obligations with respect to the notes concerning issuing temporary notes, registration of notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and the Authority’s obligations in connection therewith;

(4) the Legal Defeasance provisions of the Indenture; and

(5) the rights of the holders of outstanding notes to file an unconsented suit or other action permitted in accordance with the Tribe’s and/or the Authority’s waiver of sovereign immunity.

In addition, upon compliance with the conditions set forth below, the Authority may, at its option and at any time, elect to have the obligations of the Authority released with respect to particular covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the notes.

The following are the conditions to the exercise of either Legal Defeasance or Covenant Defeasance:

(1) the Authority shall have irrevocably deposited with the Trustee, in trust, for the benefit of the holders of the notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest and Additional Interest, if any, on the outstanding notes on the stated maturity or on the applicable redemption date, as the case may be, and the Authority must specify whether the notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, the Authority shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that:

(a) the Authority has received from, or there has been published by, the Internal Revenue Service a ruling; or

(b) since the Issue Date, there has been a change in the applicable federal income tax law,

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in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Authority shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that the holders of the outstanding notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91^st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which the Authority or any of the Authority’s Restricted Subsidiaries is a party or by which the Authority or any of the Authority’s Restricted Subsidiaries is bound; and

(6) the Authority shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

Except as provided in this section, the Authority, the Tribe and the Trustee may amend or supplement the Indenture or the notes with the consent of the holders of at least a majority of the aggregate principal amount of the notes then outstanding, and any existing Default or Event of Default or compliance with any provision of the Indenture or the notes may be waived with the consent of the holders of at least a majority of the aggregate principal amount of the notes then outstanding; provided that without the consent of each holder affected, an amendment, supplement or waiver (with respect to any notes held by a non-consenting holder) may not:

(1) reduce the principal amount of notes whose holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any note or alter the provisions with respect to the redemption of the notes (other than provisions relating to the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any note;

(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Additional Interest, if any, on the notes (except a rescission of acceleration of the notes by the holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration after the payment default that triggered such acceleration has been cured);

(5) make any note payable in money other than that stated in such note;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or relating to the rights of holders of notes to receive payments of principal of or premium, if any, or interest on the notes (other than provisions relating to the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders”);

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(7) waive a redemption payment with respect to any note (other than a payment required by the provisions in the Indenture described above under the caption “—Repurchase at the Option of Holders”);

(8) release any Guarantor that, taken together with each other Guarantor being released from its obligations under its Guarantee or the Indenture in one transaction or a series of related transactions, would constitute a Significant Subsidiary as defined in Rule 1-02 of Regulation S-X , except in accordance with the terms of the Indenture;

(9) make any change to the sovereign immunity waiver, governing law and consent to jurisdiction provisions of the Indenture or the notes; or

(10) make any change in the foregoing amendment and waiver provisions.

Without the consent of holders of at least 66 2/3% of the aggregate principal amount of the notes then outstanding, the Authority may not amend, alter or waive the provisions set forth in the section entitled “—Repurchase at the Option of Holders—Change of Control.”

Notwithstanding the foregoing, without the consent of any holder of notes, the Authority, the Tribe and the Trustee may amend or supplement the Indenture or the notes to:

(1) cure any ambiguity, defect or inconsistency;

(2) conform the text of the Indenture or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the Indenture or the notes, which intent shall be evidenced by an Officers’ Certificate to that effect;

(3) provide for uncertificated notes in addition to or in place of certificated notes or to alter the provisions described under the captions “—Methods of Receiving Payments on the Notes,” “—Paying Agent and Registrar for the Notes,” “—Transfer and Exchange,” or “—Notes Held by the Authority; Voting” (including the related definitions) in a manner that does not materially adversely affect any holder of the notes;

(4) provide for the assumption of the Authority’s or a Guarantor’s obligations to the holders of the notes in the case of a merger or consolidation not prohibited by the terms of the Indenture or sale of all or substantially all of the Authority’s or such Guarantor’s assets;

(5) make any change that would provide any additional rights or benefits to the holders of the notes or that does not adversely affect the legal rights under the Indenture of such holders;

(6) comply with requirements of the SEC in order to effect, obtain or maintain the qualification of the Indenture under the Trust Indenture Act, if applicable;

(7) allow any Subsidiary to execute a supplemental indenture and a Guarantee or release any Guarantor from its obligations under its Guarantee or the Indenture in accordance with the terms of the Indenture; or

(8) mortgage, pledge, hypothecate or grant any Lien in favor of the Trustee for the benefit of the holders of the notes, as security for the payment and performance of all Obligations with respect to the notes.

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The consent of the holders of the notes is not necessary under the Indenture to approve the particular form of any proposed amendment or supplement. It is sufficient if such consent approves the substance of the proposed amendment or supplement.

Notes Held by the Authority; Voting

For the purposes of calculating any vote on any amendments, supplements, waivers or other action on account of any notes or any of the Indenture, any notes registered in the name of, or owned or held directly or indirectly by, the Tribe, the Authority or any Restricted Subsidiary, or any of their respective Affiliates, shall be disregarded.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when:

(1) either:

(a) all notes that have been authenticated (except lost, stolen or destroyed notes that have been replaced or paid and notes for whose payment money has theretofore been deposited in trust and thereafter repaid to us) have been delivered to the Trustee for cancellation; or

(b) all notes that have not been delivered to the Trustee for cancellation (i) have become due and payable by reason of the mailing of a notice of redemption or otherwise, (ii) will become due and payable within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Authority, and in each case the Authority has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the notes not delivered to the Trustee for cancellation for principal, premium and accrued interest and Additional Interest, if any, to the date of maturity or redemption;

(2) no Default or Event of Default has occurred and is continuing on the date of any such deposit or shall occur as a result of any such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Authority is a party or by which it is bound;

(3) the Authority has paid or caused to be paid all sums payable by it under the Indenture with respect to the notes; and

(4) the Authority has delivered irrevocable instructions to the Trustee under the Indenture to apply any deposited money toward the payment of the notes at maturity or the Redemption Date, as the case may be.

In addition, the Authority must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

If the Trustee becomes a creditor of the Authority or any Guarantor, the Indenture limits its right to obtain payment of claims, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue (if the Indenture has been qualified under the Trust Indenture Act) or resign.

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The holders of a majority in principal amount of the then outstanding notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to specific exceptions. The Indenture provides that in case an Event of Default shall occur and be continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of such person’s own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of the notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law and Dispute Resolution

The Indenture and the notes are, subject to specific exceptions, governed by and construed in accordance with the internal laws of the State of New York, without giving effect to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

Subject to certain limitations to be contained in the Indenture, the Tribe, the Authority and the Guarantors irrevocably and expressly waive their respective sovereign immunity from unconsented suit, arbitration and other legal process, whether such action be brought in law or in equity, to permit the commencement, maintenance, and enforcement of any action, by a Creditor Party: to interpret and enforce the terms of the Indenture and the notes or (as to the Authority and the Guarantors) that otherwise arises out of or relates to the Indenture or the notes; to enforce and execute any judgment resulting therefrom against the Authority and the Guarantors or the assets of the Authority and the Guarantors and, under certain circumstances, certain assets of the Tribe; to specifically enforce certain obligations of the Tribe; or to adjudicate any claim under the Indian Civil Rights Act, 25, U.S.C. § 1301 et seq. or Article XIV of the Mohegan Constitution.

Exchange Offer; Registration Rights

The Authority, the Guarantors and the initial purchasers entered into a registration rights agreement (the “Registration Rights Agreement”) relating to the outstanding notes. The summary herein of certain provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the Registration Rights Agreement.

Pursuant to the Registration Rights Agreement, the Authority agreed, at its own cost, for the benefit of the holders of the transfer restricted notes (as defined below) , to use its commercially reasonable efforts to:

• cause a registration statement to effect the exchange of the transfer restricted notes for the exchange notes having substantially identical terms (the “exchange offer registration statement”) to be filed with the SEC and be declared effective by the SEC on or prior to 240 days after the issuance of the notes (the “effectiveness target date”);

• unless the offer would not be permitted by applicable law or SEC policy, commence the offer to exchange transfer restricted notes for new registered notes (the “registration rights exchange offer”) and issue, on or prior to 30 business days after the date on which the exchange offer registration statement was declared effective by the SEC, the new registered notes in exchange for all of the notes tendered prior thereto in the registration rights exchange offer; and

• if obligated to file a shelf registration statement, file the shelf registration statement with the SEC on or prior to 90 days after such filing obligation arises, and cause the shelf registration statement to be declared effective by the SEC on or prior to 150 days after such filing obligation arises.

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We refer to the occurrence of any of the following as a “registration default”:

• the exchange offer registration statement is not declared effective by the SEC on or prior to the effectiveness target date;

• the Authority fails to consummate the registration rights exchange offer within 30 business days of the effectiveness target date; or

• the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of transfer restricted notes during the periods specified in the registration rights agreement without being cured within seven days.

If a registration default occurs with respect to the notes, the interest rate of the outstanding notes or exchange notes, as the case may be, will increase, with respect to the first 90-day period immediately following the occurrence of the first registration default, by 0.25% per annum. The interest rate of the 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. All interest accrued pursuant to any such increase in the interest rate of the notes (“Additional Interest”) will be paid at the same time and in the same manner as other payments of interest on such notes. Following the cure of all registration defaults with respect to outstanding or exchange notes, as the case may be, the interest rate of such notes will decrease to the initial interest rate otherwise payable on the notes.

“Transfer restricted notes” means each outstanding note or exchange note, until:

• the date on which such outstanding note has been exchanged by a person other than a broker-dealer for an exchange note in the registration rights exchange offer;

• following the exchange by a broker-dealer in the registration rights exchange offer of an outstanding note for an exchange note, the date on which such new registered note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of this prospectus;

• the date on which such outstanding note or exchange note, as the case may be, 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 the Authority or pursuant to the indenture relating to the notes; or

• the date on which such note is distributed to the public pursuant to Rule 144 under the Securities Act.

Holders of outstanding notes may be required to make certain representations to the Authority (as described in the Registration Rights Agreement) in order to participate in the exchange offer, and holders of either outstanding or exchange notes, as the case may be, will be required to deliver information to be used in connection with any shelf registration statement within the time periods set forth in the registration rights agreement in order to have their outstanding notes or exchange notes included in the shelf registration statement and benefit from the provisions relating to the increased interest rate set forth above.

Definitions

“Acquired Indebtedness” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is consolidated or merged with or into or became a Restricted Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person consolidating or merging with or into or becoming a Restricted Subsidiary of such specified Person; and

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(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Additional Interest” has the meaning set forth in this prospectus under the caption “Exchange Offer; Registration Rights.”

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling,” “controlled by” and “under common control with” shall have correlative meanings.

“Applicable Premium” means, with respect to any note on any applicable Redemption Date, the greater of:

(1) 1% of the then outstanding principal amount of the note; and

(2) the excess of:

(a) the present value at such Redemption Date of (i) the redemption price of the note, at September 1, 2016 (such redemption price being set forth in the applicable table appearing above under “—Optional Redemption”) plus (ii) all required interest payments due on the note through September 1, 2016 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(b) the then outstanding principal amount of the note.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets or rights (including, without limitation, by way of a sale and leaseback) other than sales of inventory in the ordinary course of business consistent with past practices; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of the Authority and its Restricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and not by the provisions described above under “—Repurchase at the Option of Holders—Asset Sales”; and

(2) the issuance by any of the Authority’s Restricted Subsidiaries of Equity Interests or the sale by the Authority or any of its Restricted Subsidiaries of Equity Interests in any of their respective Subsidiaries.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1) any single transaction or series of related transactions that: (a) involves assets having a fair market value of less than $10.0 million; or (b) results in net proceeds to the Authority and its Restricted Subsidiaries of less than $10.0 million;

(2) a transfer of assets between or among the Authority and its Wholly Owned Restricted Subsidiaries;

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(3) an issuance of Equity Interests by a Wholly Owned Restricted Subsidiary to the Authority or to another Wholly Owned Restricted Subsidiary;

(4) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments”;

(5) any Event of Loss;

(6) transfers of assets as a result of foreclosure of a Permitted Lien;

(7) any lease or sublease permitted under the covenant described under the caption entitled “—Certain Covenants—Restrictions on Leasing and Dedication of Property”;

(8) the sale or other transfer of Income Assets in connection with a Permitted Lease Financing; and

(9) any Resort Hotel Transaction.

“Attributable Debt” in respect of a sale and leaseback transaction means, at the time of determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended (or may, at the option of the lessor, be extended). Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Authority” means the Mohegan Tribal Gaming Authority together with any subdivision, agency or subunit that has no separate legal existence from the Mohegan Tribal Gaming Authority, and any successor and assignee thereto.

“Bank Credit Facility” means the Fourth Amended and Restated Loan Agreement, dated March 6, 2012, among the Authority, as borrower, the Tribe, the lenders party thereto from time to time and Bank of America, N.A. as administrative agent, including any related notes, guarantees, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, Replaced or refinanced from time to time.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any similar federal, state, tribal or foreign law for the relief of debtors or insolvency.

“BIA” means the Bureau of Indian Affairs.

“Capital Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

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(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person; but excluding any interest under the Relinquishment Agreement.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any lender party to the Bank Credit Facility or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson BankWatch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper having one of the two highest ratings obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Group and in each case maturing within six months after the date of acquisition; and

(6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.

“Change of Control” means the occurrence of any of the following:

(1) the Authority ceases to be a wholly owned unit, instrumentality or subdivision of the Tribe;

(2) the Authority (including any employees, agents, independent contractors, managers, operators or other Persons to which the Authority has delegated its right to operate the Resort in compliance with the Indenture) ceases to have the exclusive legal right to operate the Resort;

(3) the Authority fails to retain in full force and effect at all times all material governmental consents, permits or legal rights necessary for the operation of the Resort and such failure continues for a period of 90 consecutive days; or

(4) the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Authority and its Restricted Subsidiaries taken as a whole, or the consolidation or merger of the Authority with or into, any other Person (other than a consolidation or merger with a Restricted Subsidiary of the Authority in which the Authority is the surviving entity).

“Compact” means the tribal-state Compact entered into between the Tribe and the State of Connecticut pursuant to IGRA or such other Compact as may be substituted therefor.

“Comparable Treasury Issue” means the fixed rate United States Treasury security selected by an Independent Investment Banker as having a maturity most comparable to September 1, 2016 that would be utilized, at the time of selection and in accordance with customary financial practices, in pricing new issues of corporate debt securities of comparable maturity to September 1, 2016.

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“Comparable Treasury Price” means, as to any Redemption Date:

(1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such Redemption Date, as set forth in the daily statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities”; or

(2) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest or lowest of such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Completion Guarantee and Keep-Well Agreement” means (i) the guarantee by the Authority or a Restricted Subsidiary of the completion of the development, construction and opening of a new gaming facility by an Affiliate of the Authority, (ii) the agreement by the Authority or a Restricted Subsidiary to advance funds, property or services on behalf of an Affiliate of the Authority in order to maintain the financial condition of such Affiliate in connection with the development, construction and opening of a new gaming facility and/or related amenities and facilities by such Affiliate and (iii) performance bonds incurred in the ordinary course of business; provided that, in the case of clauses (i) and (ii) above, such guarantee or agreement is entered into in connection with obtaining financing for such gaming facility and/or related amenities and facilities or is required by a Gaming Regulatory Authority.

“Consolidated Cash Flow” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus:

(1) an amount equal to (i) any extraordinary loss, plus (ii) any net loss realized in connection with an Asset Sale, in each case to the extent such losses were deducted in computing such Consolidated Net Income; plus

(2) provision for taxes based on the income or profits, gross receipts or revenue of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was included in computing such Consolidated Net Income; plus

(3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging and Swap Obligations), to the extent that such consolidated interest expense was deducted in computing such Consolidated Net Income; plus

(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period), non-cash charges associated with equity option plans and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; minus

(5) non-cash items increasing such Consolidated Net Income for such period; plus

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(6) pre-opening costs and expenses, to the extent such charges or expenses were deducted in computing such Consolidated Net Income; plus

(7) all cash charges and expenses incurred in connection with the suspension of the “Project Horizon” expansion, to the extent such charges or expenses were deducted in computing such Consolidated Net Income; provided that the aggregate amount of cash charges or expenses that may increase Consolidated Cash Flow pursuant to this clause (7) will not exceed $250,000 per fiscal year,

all determined on a consolidated basis and in accordance with GAAP.

“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that, without duplication:

(1) the Net Income of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Wholly Owned Restricted Subsidiary thereof;

(2) the Net Income of any Restricted Subsidiary (other than a Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders;

(3) the Net Income of any Person acquired after the Issue Date in a business combination for any period prior to the date of such acquisition shall be excluded;

(4) the cumulative effect of a change in accounting principles shall be excluded;

(5) the Net Income for such period shall exclude the amount of any gains, charges or losses or other items arising from adjustments relating to the Relinquishment Agreement;

(6) any impairment charge or asset write-off or write-down, in each case pursuant to GAAP, shall be excluded;

(7) the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, shall be excluded; provided that to the extent not otherwise included in calculating Consolidated Net Income, the Consolidated Net Income of the specified Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash to the specified Person or a Restricted Subsidiary thereof in respect of such period; and

(8) all non-cash charges and expenses incurred in connection with the suspension of the “Project Horizon” expansion shall be excluded.

“Consolidated Net Tangible Assets” of any Person as of any date means the total assets of such Person and its Restricted Subsidiaries as of the most recent fiscal quarter end for which a consolidated balance sheet of such Person and its Restricted Subsidiaries is available, minus all current liabilities of such Person and its Restricted Subsidiaries reflected on such balance sheet other than the current portion of long term debt minus total goodwill and other intangible assets of such Person and its Restricted Subsidiaries reflected on such balance sheet, all calculated on a consolidated basis in accordance with GAAP and after giving pro forma effect to the acquisition or disposition of any property, assets, entity or business by such Person or any Restricted Subsidiary since such most recent fiscal quarter end, including any acquisition or disposition which will be consummated as of such date. Notwithstanding the foregoing, Consolidated Net Tangible Assets shall be reduced by the current portion of any long-term debt that is past due or that has been reclassified as a current liability in accordance with GAAP as a result of an Event of Default.

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“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of total consolidated secured Indebtedness (other than Indebtedness in respect of undrawn letters of credit and Hedging and Swap Obligations) of the Authority and its Restricted Subsidiaries as of such date to Consolidated Cash Flow of the Authority and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination, with such adjustments as are consistent with the adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.” Notwithstanding the foregoing, with respect to any determination of the Consolidated Secured Leverage Ratio for purposes of clause (1)(A)(ii) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” any unsecured Indebtedness outstanding pursuant to clause (1) of the second paragraph of such covenant shall be deemed to be secured.

“Consolidated Senior Leverage Ratio” means, as of any date of determination, the ratio of total consolidated Indebtedness (other than Indebtedness in respect of undrawn letters of credit and Hedging and Swap Obligations) of the Authority and its Restricted Subsidiaries as of such date that is not Subordinated Indebtedness to Consolidated Cash Flow of the Authority and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of determination, with such adjustments as are consistent with the adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio.”

“Consumer Price Index” means the Consumer Price Index for All Urban Consumers (CPI-U) published by the United States Bureau of Labor Statistics, specified for “All Items” (base year 1982-1984 = 100), or any successor index thereof as such successor index may be appropriately adjusted to establish substantial equivalence with the Consumer Price Index. If the Consumer Price Index ceases to be published and there is no successor thereto, Consumer Price Index shall mean such other index as Borrower shall determine.

“Credit Facility” means (i) the Bank Credit Facility, the Second Out Facility and the Existing Second Lien Notes, each as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, Replaced or refunded in whole or in part from time to time, and (ii) whether or not the Credit Facilities referred to in clause (i) remain outstanding, one or more (A) debt facilities or commercial paper facilities, providing for revolving credit loans, term loans, receivables financing, financing of Income Assets, or letters of credit, (B) debt securities, indentures or other forms of debt financing, or (C) instruments or agreements evidencing any other Indebtedness, in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, Replaced or refunded in whole or in part from time to time.

“Default” means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Disqualified Stock” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date on which the notes mature; provided, however, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Authority to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Authority may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

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“Event of Loss” means, with respect to any property or asset (tangible or intangible, real or personal), any of the following:

(1) any loss, destruction or damage of such property or asset;

(2) any institution of any proceedings for the condemnation or seizure of such property or asset or for the exercise of any right of eminent domain;

(3) any actual condemnation, seizure or taking by exercise of the power of eminent domain or otherwise of such property or asset, or confiscation of such property or asset or the requisition of the use of such property or asset; or

(4) any settlement in lieu of clause (2) or (3) above.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Existing Indebtedness” means Indebtedness of the Authority and the Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness under the Bank Credit Facility, the Second Out Facility and the Existing Second Lien Notes), including, for the avoidance of doubt, the Existing Senior Subordinated Notes outstanding on the Issue Date.

“Existing Second Lien Notes” means the Authority’s 11 ¹⁄₂% Second Lien Senior Secured Notes due 2017 issued under one or the other of the Existing Second Lien Notes Indentures, to the extent outstanding on the Issue Date.

“Existing Second Lien Notes Indentures” means (i) the indenture relating to the Existing Second Lien Notes dated as of October 26, 2009 among the Authority, the Guarantors and the trustee named therein, as amended, restated, modified, renewed, refunded, Replaced or refinanced from time to time, and (ii) the indenture relating to the Existing Second Lien Notes dated as of March 6, 2012 among the Authority, the Guarantors and the trustee named therein, as amended, restated, modified, renewed, refunded, Replaced or refinanced from time to time.

“Existing Senior Subordinated Notes” means the Authority’s 11.0% Senior Subordinated Notes due 2018 and the Stub Senior Subordinated Notes, in each case to the extent outstanding on the Issue Date.

“Fixed Charge Coverage Ratio” means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, guarantees, repays, redeems, repurchases or retires any Indebtedness (other than revolving credit borrowings, except to the extent the commitments with respect to such borrowings are permanently reduced therewith) or issues or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect (including a pro forma application of the net proceeds therefrom) to such incurrence, assumption, guarantee, repayment, redemption, repurchase or retirement of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

(1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of “Consolidated Net Income”;

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(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations, businesses or Income Assets disposed of prior to the Calculation Date, shall be excluded; and

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date.

“Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Debt, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments, if any, pursuant to Hedging and Swap Obligations in respect of interest rates; plus

(2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such guarantee or Lien is called upon or enforcement action with respect thereto is taken (provided that solely for the purpose of calculating the Fixed Charge Coverage Ratio pursuant to clause (B) of the first paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments,” any such interest expense will only be included in this definition of “Fixed Charges” if such guarantee or Lien is called upon or enforcement action with respect thereto is taken); plus

(4) the product of (a) all cash dividend payments or other distributions (and non-cash dividend payments in the case of a Person that is a Restricted Subsidiary) on any series of preferred equity of such Person, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (“FASB”) or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. For the avoidance of doubt, lease obligations not capitalized under GAAP as in effect on the Issue Date shall not be deemed to constitute Indebtedness under the Indenture as a result of any change in GAAP after the Issue Date.

“Gaming” means any and all activities defined as Class II or Class III Gaming under IGRA or authorized under the Compact.

“Gaming License” means every license, franchise or other authorization required to own, lease, operate or otherwise conduct gaming activities of the Tribe or the Authority, including, without limitation, all such licenses granted under the Tribal Gaming Ordinance, and the regulations promulgated pursuant thereto, and other applicable federal, state, foreign or local laws.

“Gaming Regulatory Authority” means any agency, authority, board, bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or any foreign government, any state,

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province or any city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the Mohegan Tribal Gaming Commission or any other agency, with authority to regulate any gaming operation (or proposed gaming operation) owned, managed or operated by the Tribe or the Authority.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and for the payment of which the United States pledges its full faith and credit.

“Government Service Payments” means (1) Priority Distributions, (2) amounts equal to those reflected on each annual audited income statement of the Authority as prepared in accordance with GAAP relating to payment for governmental goods and services (including charges for utilities, police and fire department services, health and emergency medical services, the pro rata portion of Tribal Council costs and salaries attributable to the operations of the Authority, and similar pro rata costs of other tribal departments, in each case, only to the extent that the costs of such departments are attributable to the operations of the Authority) by the Authority and its Restricted Subsidiaries to the Tribe or any of its representatives, political subunits, councils, agencies or instrumentalities; provided, that goods and services purchased pursuant to this clause (2) shall be priced on a pass-through basis, consistent with past practice for services heretofore provided, and made only in respect of goods and services reasonably required by, and reasonably attributable to the operations of, the Authority or its Subsidiaries, (3) payments to the Tribe pursuant to the Lease, (4) payments to the Tribe or any agency, instrumentality or political subunit or Affiliate thereof (other than Restricted Investments) pursuant to the terms of transactions entered into in compliance with the applicable requirements of the first paragraph of the covenant described under the caption “—Certain Covenants—Transactions with Affiliates” and for the purpose of (i) developing gaming and ancillary facilities to be owned, leased, licensed or managed by the Authority and its Restricted Subsidiaries (including, without limitation, pursuant to the terms of a Resort Hotel Transaction) or (ii) acquiring goods and services with respect to which the Authority reasonably determines that the Tribe (or the applicable agency, instrumentality or political subunit or Affiliate thereof) is the best available supplier (but excluding, in any event, transactions in the nature of consulting, advisory or like arrangements) and (5) payments to the Tribe for taxes permitted under the provisions of clause (1)(d) of the first paragraph of the covenant described under the caption “—Certain Covenants—Covenants of the Tribe.”

“Governmental Authority” means the government of the United States, a foreign nation or the Tribe, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

“Guarantee” means the joint and several guarantee by the Guarantors of the Note Obligations on the terms set forth in the Indenture.

“Guarantors” means the Pocono Downs Subsidiaries, the WNBA Subsidiary, Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC, Mohegan Ventures Wisconsin, LLC, Wisconsin Tribal Gaming, LLC, MTGA Gaming, LLC and each other Restricted Subsidiary of the Authority that becomes a Guarantor in accordance with the terms of the Indenture.

“Hedging and Swap Obligations” means, with respect to any Person:

(1) the obligations of such Person under interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(2) the obligations of such Person under other agreements or arrangements relating to, or the value of which is dependent upon, interest rates or currency exchange rates or indices.

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“IGRA” means the Indian Gaming Regulatory Act of 1988, P.L. 100-497, 25 U.S.C. § 2701 et seq., as the same may, from time to time, be amended.

“Income Assets” means income streams, including income and profits and other contractual rights, created under leases or other agreements for the use or occupancy of the whole or part of real property, lessor rights under any lease and ancillary assets or property related thereto, from time to time held, acquired or otherwise owned by the Authority or any Restricted Subsidiary of the Authority; provided that such interests, and related assets or property, shall relate to the retail, food and beverage, cell tower or other non-gaming operations of the Authority or its Subsidiaries.

“Indebtedness” means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent, in respect of:

(1) borrowed money;

(2) bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) banker’s acceptances;

(4) Capital Lease Obligations and Attributable Debt;

(5) the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable;

(6) any Hedging and Swap Obligations; or

(7) Obligations in respect of the Relinquishment Agreement,

if and to the extent any of the preceding items (other than letters of credit and Hedging and Swap Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by such specified Person of any Indebtedness of any other Person.

The amount of any Indebtedness outstanding as of any date shall be:

(1) in the case of Hedging and Swap Obligations, the net amount payable by the applicable Person in the event of termination of the agreements governing such Hedging and Swap Obligations;

(2) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and

(3) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

“Independent Investment Banker” means one of the Reference Treasury Dealers or another nationally recognized investment banking firm that is a Primary Treasury Dealer appointed by the Authority.

“Insolvency or Liquidation Proceeding” means:

(1) any voluntary or involuntary case or proceeding under the Bankruptcy Code with respect to the Authority or any Restricted Subsidiary;

(2) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding, with respect to the Authority or any Restricted Subsidiary or with respect to a material portion of the Authority’s or any Restricted Subsidiary’s assets;

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(3) any case or proceeding for the liquidation, dissolution, reorganization or winding up of the Authority or any Restricted Subsidiary whether voluntary or involuntary and whether or not involving insolvency or bankruptcy; or

(4) any case or proceeding relating to the assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Authority or any Restricted Subsidiary.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Authority or any Restricted Subsidiary of the Authority sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Authority such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Authority, the Authority shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Equity Interests of such Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption “—Certain Covenants—Restricted Payments.”

“Issue Date” means August 15, 2013, the date of first issuance of the notes under the Indenture.

“Key Project Assets” means:

(1) the Lease and any real property or interest in real property comprising the Resort held in trust for the Tribe by the United States;

(2) any improvements (including, without limitation, the Resort) to the leasehold estate under the Lease or such real property comprising the Resort (but excluding any obsolete personal property or real property improvements determined by the Authority to be no longer useful to the operations of the Resort); and

(3) any business records of the Authority or the Tribe relating to the operation of the Resort.

“Lahaniatis Property” means the property located at 16 Sandy Desert Road, Montville, Connecticut.

“Laws” means, collectively, (a) all international, foreign, federal, tribal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, in each case to the extent binding upon any relevant Person, (b) any interpretation or administration of the items described in clause (a) by any Governmental Authority which has the binding force of law, and (c) all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority which any relevant Person is obligated to conform to as a matter of law.

“Lease” means the Land Lease between the Tribe and the Authority dated September 29, 1995, as the same has been amended or hereafter may be amended in accordance with the terms thereof and of the Indenture.

“Lease Financing Amount” means, with respect to any Permitted Lease Financing, as of the date of any incurrence of Indebtedness pursuant to clause (1) of the second paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” the aggregate net cash proceeds to any Special Purpose Financing Subsidiary under any Permitted Lease Financing in connection with the sale of, or the obtaining of loans secured by, Income Assets by such Special Purpose Financing Subsidiary, as the same may be reduced from time to time by collections with respect to such Income Assets or otherwise in accordance with the terms of the documents or agreements evidencing, relating to, or otherwise governing such Permitted Lease Financing (but excluding any such collections used to make payment of interest).

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“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

“Management Board” means the Management Board of the Authority or any authorized committee of the Management Board of the Authority, as applicable.

“Mohegan Gaming” means Mohegan Gaming & Hospitality, LLC, a Delaware limited liability company.

“Net Income” means, with respect to any Person for any period, the net income (loss) of such Person for such period, determined in accordance with GAAP and before any reduction in respect of dividends on preferred interests, excluding, however:

(1) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (A) any Asset Sale (including, without limitation, dispositions pursuant to sale leaseback transactions), (B) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries or (C) any sale, transfer or other disposition of Income Assets in connection with Permitted Lease Financings or otherwise;

(2) (i) any extraordinary or nonrecurring item, together with any related provision for taxes on such extraordinary or nonrecurring item, and (ii) any severance expenses or charges pertaining to workforce reductions;

(3) any fees, expenses or charges related to any incurrence, refinancing, Replacement or repurchase of or tender for any Indebtedness that was permitted to be incurred under the Indenture (including without limitation the incurrence of the notes issued on the Issue Date); and

(4) in the case of any Person that is a partnership or a limited liability company, the amount of withholding for tax purposes of such Person for such period.

“Net Proceeds” means the aggregate cash proceeds received by the Authority or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale including, without limitation, legal, accounting and investment banking fees, and sales commissions and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof, in each case after taking into account any available tax credits or deductions and any tax sharing arrangements and amounts required to be applied to the repayment of Indebtedness, secured by a Lien on the asset or assets that were the subject of such Asset Sale and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

“NIGC” means the National Indian Gaming Commission.

“Non-Tribal Entity” means each Guarantor that is not a Tribal Entity.

“Northeast Gaming Operations” means casino gaming operations, projects or developments in the states of New York, Pennsylvania, Connecticut, Rhode Island, Massachusetts, New Hampshire, Vermont or Maine.

“Note Obligations” means the notes and any related Obligations under the notes and the Indenture.

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“Obligations” means any principal, interest, default interest, penalties, fees, indemnification, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness (including, without limitation, interest accruing thereon after the commencement of any Insolvency or Liquidation Proceeding).

“Officer’s Certificate” means a certificate signed on behalf of the Authority by an officer of the Authority who is the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Authority.

“Opinion of Counsel” means an opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Authority, the Tribe or any Restricted Subsidiary of the Authority or the Trustee.

“Ownership Interest” means, with respect to any Person, Capital Stock of such Person or any interest which carries the right to elect or appoint any members of the Management Board or the Board of Directors or other executive office of such Person.

“Paying Agent” means an office or agency maintained by the Authority pursuant to the terms of the Indenture where notes may be presented for payment.

“Permitted Asset Swap” means the exchange by the Authority or any Restricted Subsidiary of any assets for other assets from a Person; provided that, the assets received in such exchange are believed by the Authority in good faith to be of substantially equivalent value and substantially all of which are either (i) long term assets that are used or useful in the Principal Business, (ii) cash or (iii) any combination of the foregoing clauses (i) and (ii).

“Permitted Encumbrances” means:

(1) inchoate Liens incident to construction or maintenance of real property and Liens incident to construction or maintenance of real property now or hereafter filed of record for which adequate accounting reserves have been set aside and which are being contested in good faith by appropriate proceedings and have not proceeded to judgment; provided that no such real property is subject to a material risk of loss or forfeiture by reason of nonpayment of the obligations secured by such Liens;

(2) Liens for taxes and assessments on Property which are not yet past due and Liens for taxes and assessments on Property for which adequate reserves have been set aside and are being contested in good faith by appropriate proceedings and have not proceeded to judgment; provided that no such Property is subject to a material risk of loss or forfeiture by reason of nonpayment of the obligations secured by such Liens;

(3) minor defects and irregularities in title to any real property which in the aggregate do not materially impair the fair market value or use of the real property for the purposes for which it is or may reasonably be expected to be held;

(4) easements, exceptions, reservations, or other agreements granted or entered into after the Issue Date for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting real property which in the aggregate do not materially burden or impair the fair market value or use of such real property for the purposes for which it is or may reasonably be expected to be held;

(5) rights reserved to or vested in any Governmental Authority by Law to control or regulate, or obligations or duties under Law to any Governmental Authority with respect to, the use of any real property;

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(6) rights reserved to or vested in any Governmental Authority by Law to control or regulate, or obligations or duties under Law to any Governmental Authority with respect to, any right, power, franchise, grant, license, or permit;

(7) present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy, use, or enjoyment of real property;

(8) statutory Liens, other than those described in clauses (1) or (2) above, arising in the ordinary course of business with respect to obligations which are not delinquent or are being contested in good faith by appropriate proceedings; provided that, if delinquent, adequate reserves have been set aside with respect thereto and no Property is subject to a material risk of loss or forfeiture by reason of nonpayment;

(9) Liens consisting of pledges or deposits made in connection with obligations under workers’ compensation laws, unemployment insurance or similar legislation, including Liens of judgments thereunder which are not currently dischargeable;

(10) Liens consisting of pledges or deposits of Property to secure performance in connection with operating leases made in the ordinary course of business to which the Authority or any Restricted Subsidiary is a party as lessee; provided the aggregate value of all such pledges and deposits in connection with any such lease does not at any time exceed 10% of the annual fixed rentals payable under such lease;

(11) Liens consisting of deposits of Property to secure statutory obligations of the Authority or any Restricted Subsidiary in the ordinary course of its business;

(12) Liens consisting of deposits of Property to secure (or in lieu of) surety, appeal or customs bonds in proceedings to which the Authority or any Restricted Subsidiary is a party in the ordinary course of its business;

(13) Liens created by or resulting from any litigation or legal proceeding involving the Authority or a Restricted Subsidiary which is currently being contested in good faith by appropriate proceedings; provided that adequate reserves have been set aside with respect thereto, and such Liens are discharged or stayed within 60 days of creation and no Property is subject to a material risk of loss or forfeiture;

(14) encumbrances consisting of the rights of tenants under retail, restaurant or other commercial leases at the Resort, Pocono Downs or any other property owned by the Authority or any Restricted Subsidiary and associated rights of such tenants under subordination, non-disturbance and attornment agreements; and

(15) the Lien of mortgages upon the Lahaniatis Property existing as of the Issue Date.

“Permitted Investments” means:

(1) any Investment in the Authority or in a Restricted Subsidiary of the Authority that is engaged in a Principal Business or a Related Business;

(2) any Investment in cash or Cash Equivalents;

(3) any Investment by the Authority or any Restricted Subsidiary of the Authority in a Person engaged in the Principal Business or a Related Business, if as a result of such Investment such Person (a) becomes a Restricted Subsidiary of the Authority and a Guarantor, or (b) is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Restricted Subsidiary of the Authority;

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(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the provision of the Indenture described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

(5) any Investment in any Persons engaged in the Principal Business or a Related Business having an aggregate fair market value (as reasonably determined in good faith by the Management Board and measured as of the date of such Investment, without giving effect to any subsequent increases or decreases in value) not to exceed at any one time outstanding the greater of (a) $100.0 million and (b) 5% of Consolidated Net Tangible Assets;

(6) payroll advances to employees of the Authority or its Restricted Subsidiaries for travel, entertainment and relocation expenses in the ordinary course of business in an aggregate amount not to exceed $1.0 million at any one time outstanding;

(7) accounts and notes receivable if created or acquired in the ordinary course of business and which are payable or dischargeable in accordance with customary trade terms;

(8) Investments related to Hedging and Swap Obligations, so long as such Hedging and Swap Obligations are not used for speculative purposes;

(9) Investments in entities conducting Northeast Gaming Operations with the proceeds of equity contributions from the Tribe, provided such equity contributions shall not increase the amount available for Restricted Payments pursuant to clause (C) of the first paragraph of the covenant described under the caption “—Certain Covenants—Restricted Payments”;

(10) Investments consisting of or pursuant to Completion Guarantee and Keep-Well Agreements;

(11) Investments existing on the Issue Date; and

(12) Investments in a Special Purpose Financing Subsidiary to the extent such Investments are made in connection with Permitted Lease Financings.

“Permitted Lease Financings” means one or more financings, securitizations or similar transactions or series of transactions pursuant to which the Authority or any of its Restricted Subsidiaries sells, assigns, contributes, grants an interest in or otherwise transfers Income Assets (and/or grants a Lien on such Income Assets transferred or purported to be transferred) to one or more Special Purpose Financing Subsidiaries for consideration (which may include debt or equity received as consideration for or as a portion of the purchase price of the Income Assets transferred, or any other instrument through which the Authority or any of its Restricted Subsidiaries has rights to or receives distributions in respect of any excess or residual interest in the Income Assets) in an amount not less than the fair market value, at the time of transfer of such Income Assets, that would be attributed to such Income Assets by an unaffiliated third party purchasing the Income Assets in an arms-length sale transaction, as determined in good faith by the Management Board; provided, however, that “Permitted Lease Financings” will not include any such transaction unless, as of the date of any increase in the Lease Financing Amount with respect to such transaction, the Authority could incur secured Indebtedness under clause (1) of the second paragraph of the covenant “Incurrence of Indebtedness and Issuance of Preferred Stock” in an aggregate principal amount equal to the amount of such increase in the Lease Financing Amount (as determined after giving effect to any repayment of Indebtedness in connection therewith, but without giving effect to clause (1)(A)(i)(y) of such paragraph).

“Permitted Liens” means:

(1) Liens securing Indebtedness that was permitted by the terms of the Indenture to be incurred under clauses (4) (provided that such Liens do not extend to any property owned by the Authority or a Restricted Subsidiary other than the property being financed), (6) and (10) of the second paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”;

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(2) Liens securing Indebtedness incurred pursuant to clause (1) of the second paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” (other than Permitted Refinancing Indebtedness incurred in reliance on clause (1)(B) of the second paragraph of such covenant to the extent such Permitted Refinancing Indebtedness is a Replacement of unsecured Indebtedness outstanding pursuant to such clause (1)), any guarantees thereof and any Obligations relating thereto;

(3) Liens in favor of the Authority or a Restricted Subsidiary;

(4) Liens existing on the Issue Date (other than Liens permitted by clauses (1) and (2) of this definition of “Permitted Liens”);

(5) Permitted Encumbrances and Permitted Rights of Others;

(6) Liens in favor of the Tribe representing the ground lessor’s interest under the Lease;

(7) Liens on property existing at the time of acquisition thereof by the Authority or a Restricted Subsidiary; provided that such Liens were in existence prior to the contemplation of such acquisition; provided, further, that such Liens do not extend to any other property owned by the Authority or a Restricted Subsidiary;

(8) Liens incurred in the ordinary course of business of the Authority or a Restricted Subsidiary with respect to obligations that do not exceed $500,000 at any one time outstanding and that (a) are not incurred in connection with the borrowing of money or the obtaining of advances or credit (other than trade credit in the ordinary course of business) and (b) do not in the aggregate materially detract from the value of the property or materially impair the use thereof in the operation of business by the Authority; provided, however, it is acknowledged that Permitted Liens will not include any Lien on the land held in trust for the Tribe by the United States or any real property interest therein, including the buildings, improvements and fixtures, other than the leasehold interest pursuant to the Lease, or which will give the holder thereof a proprietary interest in any gaming activity as prohibited by Section 11(b)(2)(A) of IGRA;

(9) Liens created by or resulting from any legal proceeding with respect to which the Authority or a Restricted Subsidiary is prosecuting an appeal proceeding for review; provided, however, that any reserve or other appropriate provision as shall be required in conformity with GAAP shall have been made therefor and such legal proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien;

(10) Liens securing Indebtedness permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”; provided that the aggregate principal amount of all such Indebtedness secured by Liens pursuant to this clause (12) shall not exceed $35.0 million in the aggregate at any one time outstanding;

(11) Liens in respect of assets of the WNBA Subsidiary in favor of WNBA, LLC or its designees to secure obligations of the WNBA Subsidiary under the WNBA Agreements;

(12) Rights of Others granted pursuant to the WNBA Agreements consisting of the right to use the Mohegan Sun Arena for scheduled home games of the Connecticut Sun and related basketball activities;

(13) Liens on the Lahaniatis Property securing the obligations of the Tribe to the sellers thereof existing as of the Issue Date;

(14) Liens to secure the notes or any Guarantee;

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(15) Liens to secure Permitted Refinancing Indebtedness incurred pursuant to clause (5) of the second paragraph of the covenant described above under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock” and any guarantees thereof; provided, however, that (i) the original Indebtedness being extended, refinanced, renewed, Replaced, defeased or refunded by such Permitted Refinancing Indebtedness was secured by a Lien permitted to be incurred under the Indenture and (ii) the new Lien incurred pursuant to this clause (15) is limited to all or part of the same property and assets (or type of property and assets) that secured or, under the written agreements pursuant to which the original Lien was created, could secure, the original Lien;

(16) Liens on the assets of Downs Lodging, LLC securing Indebtedness permitted under section (12)(b) of the second paragraph of the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(17) Liens encumbering Income Assets purported to be sold or otherwise transferred in connection with Permitted Lease Financings.

“Permitted Refinancing Indebtedness” means any Indebtedness of the Authority or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to acquire, repurchase, retire, extend, refinance, renew, Replace, defease or refund other Indebtedness of the Authority or any of its Restricted Subsidiaries; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus accrued interest with respect to the Indebtedness so acquired, repurchased, retired, extended, refinanced, renewed, Replaced, defeased or refunded (plus the amount of prepayment premiums, consent fees and reasonable expenses incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being acquired, repurchased, retired, extended, refinanced, renewed, Replaced, defeased or refunded; provided that if the original maturity date of such Indebtedness is after the Stated Maturity of the notes, then such Permitted Refinancing Indebtedness shall have a maturity at least 91 days after the Stated Maturity of the notes;

(3) if the Indebtedness being acquired, repurchased, retired, extended, refinanced, renewed, Replaced, defeased or refunded is subordinated in right of payment to the notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the notes on terms at least as favorable to the holders of notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, Replaced, defeased or refunded; and

(4) such Indebtedness is incurred either by the Authority or by the Restricted Subsidiary who is the obligor on the Indebtedness being acquired, repurchased, retired, extended, refinanced, renewed, Replaced, defeased or refunded.

“Permitted Right of Others” means a Right of Others consisting of (a) an interest (other than a legal or equitable co-ownership interest, an option or right to acquire a legal or equitable co-ownership interest and any interest of a ground lessor under a ground lease) that does not materially impair the value or use of property for the purposes for which it is or may reasonably be expected to be held, (b) an option or right to acquire a Lien that would be a Permitted Encumbrance, and (c) the reversionary interest of a landlord under a lease of Property.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or agency or political subdivision, instrumentality or subunit thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business).

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“Pocono Downs” means the harness racetrack and casino known as Mohegan Sun at Pocono Downs located in Plains Township, Pennsylvania, and related assets.

“Pocono Downs Subsidiaries” means, collectively, (a) Downs Racing, L.P., a Pennsylvania limited partnership, Backside, L.P., a Pennsylvania limited partnership, Mill Creek Land, L.P., a Pennsylvania limited partnership, Northeast Concessions, L.P., a Pennsylvania limited partnership, and Mohegan Commercial Ventures PA, LLC, a Pennsylvania limited liability company, and their respective successors, and (b) any other Persons formed as Restricted Subsidiaries of the Authority for the purpose of owning or operating Pocono Downs and the businesses related thereto.

“Principal Business” means (1) (a) Gaming and (b) hotel and resort businesses and any activity or business incidental, directly or indirectly related, or similar thereto, or any business or activity that is a reasonable extension, development or expansion thereof or ancillary thereto, including, without limitation, any golf, entertainment, transportation, recreation or other activity or business designed to promote, market, support, develop, construct or enhance Gaming and other businesses, in either case operated by the Authority at the Resort and (2) casino gaming and related businesses (including, without limitation, those described in clause (1)(b) above) located outside the Tribe’s reservation.

“Priority Distributions” means distributions to the Tribe by the Authority in an aggregate amount not to exceed $53.0 million in fiscal year 2013 (inclusive of distributions made prior to the Issue Date), $53.0 million in fiscal year 2014, and, in each fiscal year beginning with fiscal year 2015, the initial amount available for Priority Distributions in the prior fiscal year increased by the percentage by which the Consumer Price Index increased in the prior calendar year (subject to a floor of 2.00% per annum and a cap of 4.00% per annum); provided that, subject to the next succeeding proviso, not more than $15 million of the Priority Distributions permissible in any fiscal year shall be made in any fiscal quarter; provided, further, that the amount of Priority Distributions permitted to be made in any fiscal quarter shall be increased by the unused amount of Priority Distributions (without the accrual of interest thereon) allocated for any prior fiscal quarter.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Qualified Gaming Company” means a Person that, together with its Subsidiaries, has a minimum of five years’ experience in operating casinos, gaming facilities or gaming enterprises and which has derived at least $150.0 million of revenue for its last four fiscal quarters from activities relating to the gaming business, other than Internet gaming.

“Redemption Date” means, when used with respect to any note to be redeemed, in whole or in part, the date fixed for such redemption by or pursuant to the Indenture.

“Reference Treasury Dealer” means Credit Suisse Securities (USA) LLC and RBS Securities Inc. and their respective successors. If any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Authority will appoint in its place another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding such Redemption Date.

“Registrar” means an office or agency maintained by the Authority pursuant to the terms of the Indenture where notes may be presented for registration of transfer or for exchange.

“Registration Rights Agreement” means the registration rights agreement to be entered into on the Issue Date by and among the Authority, the Guarantors and Credit Suisse Securities (USA) LLC and RBS Securities Inc.,

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as representatives of the initial purchasers, as amended, restated, supplemented or otherwise modified from time to time, and, with respect to any additional notes, one or more registration rights agreements (if any) among the Authority, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Authority to the purchasers of additional notes to register such additional notes under the Securities Act.

“Related Business” means any business related to the Principal Business.

“Relinquishment Agreement” means the Relinquishment Agreement dated February 7, 1998 between the Authority and Trading Cove Associates, as amended, restated, supplemented or otherwise modified from time to time.

“Replacement” means, in respect of any Indebtedness, to refinance or replace, or to issue other Indebtedness (“Replacement Indebtedness”), in exchange or replacement for, such Indebtedness in whole or in part. “Replaced” and “Replacement” shall have correlative meanings.

“Resort” means the multi-amenity gaming and entertainment resort located on the existing reservation of the Tribe located adjacent to Uncasville, Connecticut and the convention center, retail facilities, arena, hotel and improvements constructed or proposed to be constructed on the existing reservation, but excluding (i) any obsolete personal property or real property improvement reasonably determined by the Authority in good faith to be no longer useful or necessary to the operations or support of the Resort and (ii) any equipment leased from a third party in the ordinary course of business.

“Resort Hotel Transaction” means, to the extent in compliance with the applicable requirements of the first paragraph of the covenant described under the caption “—Certain Covenants—Transactions with Affiliates,” (i) the sale, sub-lease or other disposition of a portion of the Lease and reasonably related interests and rights to the extent the related real property is not then otherwise developed for use in gaming at Mohegan Sun to the Tribe or any other Person for the purpose of permitting the Tribe or such Person to construct a hotel on such Authority Property and (ii) if applicable, the lease, license or other contract for use by the Authority or any Restricted Subsidiary of such hotel.

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary.

“Right of Others” means, as to any Property in which a Person has an interest, (a) any legal or equitable right, title or other interest (other than a Lien) held by any other Person in or with respect to that Property, and (b) any option or right held by any other Person to acquire any right, title or other interest in or with respect to that Property, including any option or right to acquire a Lien.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Second Out Facility” means the Loan Agreement, dated March 6, 2012, among the Authority, as borrower, the Tribe, the lenders party thereto from time to time and Wells Fargo Gaming Capital, LLC as administrative agent, including any related notes, guarantees, instruments and agreements executed in connection therewith, and in each case as amended, restated, modified, renewed, refunded, Replaced or refinanced from time to time.

“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, as such regulation is in effect on the Issue Date.

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“Special Purpose Financing Subsidiary” means an Unrestricted Subsidiary of the Authority established in connection with, and in order to effectuate, a Permitted Lease Financing which Unrestricted Subsidiary meets the following criteria: (a) the business activities of such Unrestricted Subsidiary consists solely of engaging in one or more Permitted Lease Financings and any activities reasonably related or ancillary thereto (including the purchase and financing of Income Assets), (b) no portion of the Indebtedness (including any Permitted Lease Financing) of such Unrestricted Subsidiary or any other obligations (contingent or otherwise) of such Unrestricted Subsidiary is guaranteed by or otherwise recourse to the Authority or any of its Restricted Subsidiary, other than reasonable and customary undertakings in respect of the Income Assets transferred to such Special Purpose Financing Subsidiaries, (c) such Unrestricted Subsidiary is not party to any contracts, agreements, arrangements or understanding with the Authority or its Restricted Subsidiaries other than on terms that are no less favorable to the Authority or such Restricted Subsidiary than those that might be obtained by the Authority or such Restricted Subsidiary from a Person that is not an Affiliate of the Borrower and (d) neither the Authority nor any Restricted Subsidiary has any obligation to maintain or preserve such Unrestricted Subsidiary’s financial condition or cause such Unrestricted Subsidiary to achieve certain levels of operating results.

“Stated Maturity” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid including as a result of any mandatory sinking fund payment or mandatory redemption in the documentation governing such Indebtedness in effect on the date hereof or, if such Indebtedness is incurred after the Issue Date, in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“Stub Senior Subordinated Notes” means the Authority’s 7 ¹⁄₈% Senior Subordinated Notes due 2014 and 6 ⁷⁄₈% Senior Subordinated Notes due 2015, in each case to the extent outstanding on the Issue Date.

“Subordinated Indebtedness” means any Indebtedness that by its terms is expressly subordinated in right of payment to the Note Obligations, including the portion of the Obligations in respect of the Relinquishment Agreement corresponding to the Junior Relinquishment Payment (as defined in the Relinquishment Agreement).

“Subsidiary” means:

(1) any instrumentality or subdivision or subunit of the Authority that has a separate legal existence or status or whose property and assets would not otherwise be bound to the terms of the Indenture; or

(2) with respect to any other Person, any corporation, association or other business entity of which more than 50% of the total voting power of the shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof. The Tribe and any other instrumentality of the Tribe that is not also an instrumentality or subdivision or subunit of the Authority shall not be a Subsidiary of the Authority.

“Treasury Rate” means, for any Redemption Date, an annual rate equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The semiannual equivalent yield to maturity will be computed as of the third business day immediately preceding such Redemption Date.

“Tribal Council” means the Tribe’s nine member elected council which exercises all the legislative and executive powers of the Tribe.

“Tribal Entity” means the Authority and each Guarantor that conducts Gaming activities pursuant to IGRA.

“Tribal Gaming Ordinance” means the ordinance and any amendments thereto, and all related or implementing ordinances, including, without limitation, the Mohegan Tribal Gaming Ordinance, enacted on July 28, 1994 as Ordinance 94-1, and which are enacted by the Tribe or authorize and regulate gaming on the existing reservation of the Tribe located adjacent to Uncasville, Connecticut pursuant to IGRA.

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“Tribal Tax Code” means any sales, use, room occupancy and related excise taxes, including admissions and cabaret taxes and any other tax (other than income tax) that may be imposed by the State of Connecticut that the Tribe may impose on the Authority, its patrons or operations; provided, however, that the rate and scope of such taxes shall not be more onerous than those imposed by the State of Connecticut.

“Tribe” means the Mohegan Tribe of Indians of Connecticut, a sovereign tribe recognized by the United States of America pursuant to 25 C.F.R. § 83.

“Unrestricted Subsidiary” means, in each case subject to the third paragraph of this definition, (i) Downs Lodging, LLC; Mohegan Gaming & Hospitality, LLC; Mohegan Resorts, LLC; Mohegan Resorts New York, LLC; Mohegan Gaming New York, LLC; Mohegan Resorts Mass, LLC; Mohegan Gaming Advisors, LLC; MGA Holding NJ, LLC; MGA Gaming NJ, LLC; MGA Holding MA, LLC; MGA Gaming MA, LLC; MGA Gaming PA, LLC; and MGA Holding PA, LLC, (ii) any Subsidiary of the Authority that at the time of determination shall be designated an Unrestricted Subsidiary by the Management Board in the manner provided below and (iii) any Subsidiary of an Unrestricted Subsidiary. The Management Board may designate any Restricted Subsidiary (including any newly acquired or newly formed Subsidiary of the Authority) to be an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on any property of, the Authority or any Restricted Subsidiary; provided that either (A) the Subsidiary to be so designated has total assets of $1,000 or less or (B) if such Subsidiary has assets greater than $1,000, such designation would not be prohibited by under the covenant described under the caption “—Certain Covenants—Restricted Payments.”

Any such designation by the Management Board shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Management Board giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing conditions and was permitted by the covenant described above under the caption “—Certain Covenants—Restricted Payments.” As a result of additional unrestricted subsidiary designations and other transactions since the Issue Date, the following Subsidiaries are Unrestricted Subsidiaries as of the date of this prospectus: Mohegan Lacrosse, LLC; New England Black Wolves, LLC; Downs Lodging, LLC; Mohegan Gaming & Hospitality, LLC; Mohegan Resorts, LLC; Mohegan Resorts Mass, LLC; Mohegan Gaming Advisors, LLC; MGA Holding NJ, LLC; MGA Gaming NJ, LLC; MGA Gaming MA, LLC; MGA Holding MA, LLC; Inspire Integrated Resort Co., Ltd. and MGNV, LLC.

If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Authority as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” the Authority shall be in default of such covenant). The Authority may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Authority of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if (i) such Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period, and (ii) no Default or Event of Default would be in existence following such designation.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Management Board or Board of Directors, as the case may be, of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment, by

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(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Restricted Subsidiary” of any Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other Ownership Interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person or by such Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

“WNBA Agreements” means, collectively, the WNBA Membership Agreement between WNBA, LLC, a Delaware limited liability company, and the WNBA Subsidiary and the related guarantee executed by the Authority in favor of WNBA, LLC, in each case, as amended, restated, supplemented or otherwise modified from time to time.

“WNBA Subsidiary” means Mohegan Basketball Club, LLC, a limited liability company formed under the Laws of the Tribe and a wholly-owned Subsidiary of the Authority, which is the owner and operator of the Women’s National Basketball Association franchise known as the Connecticut Sun.

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BOOK-ENTRY, DELIVERY AND FORM

The exchange notes will initially be issued in registered, global form in minimum denominations of $2,000 and whole multiples of $1,000 in excess thereof (the “global notes”).

The global notes will be deposited upon issuance with the trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee, in each case, for credit to an account of a direct or indirect participant in DTC as described below.

Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the global notes may not be exchanged for definitive notes in registered certificated form (“certificated notes”) except in the limited circumstances described below. See “—Exchange of Global Notes for Certificated Notes.” Except in the limited circumstances described below, owners of beneficial interests in the global notes will not be entitled to receive physical delivery of notes in certificated form.

Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depository Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. The Authority takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

DTC has advised the Authority that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and indirect Participants.

DTC has also advised the Authority that, pursuant to procedures established by it:

(1) upon deposit of the global notes, DTC will credit the accounts of the Participants designated by the initial purchasers with portions of the principal amount of the global notes; and

(2) ownership of these interests in the global notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the indirect Participants (with respect to other owners of beneficial interest in the global notes).

Investors in the global notes who are Participants may hold their interests therein directly through DTC. Investors in the global notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. All interests in a global note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain persons take physical delivery in definitive form of securities

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that they own. Consequently, the ability to transfer beneficial interests in a global note to such persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the indirect Participants, the ability of a person having beneficial interests in a global note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the global notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or “holders” thereof under the indenture for any purpose.

Payments in respect of the principal of, premium on, if any, and interest on, a global note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, the Authority and the trustee will treat the Persons in whose names the notes, including the global notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither the Authority, the trustee nor any agent of the Authority or the trustee has or will have any responsibility or liability for:

(1) any aspect of DTC’s records or any Participant’s or indirect Participant’s records relating to or payments made on account of beneficial ownership interest in the global notes or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or indirect Participant’s records relating to the beneficial ownership interests in the global notes; or

(2) any other matter relating to the actions and practices of DTC or any of its Participants or indirect Participants.

DTC has advised the Authority that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the indirect Participants and will not be the responsibility of DTC, the trustee or the Authority. Neither the Authority nor the trustee will be liable for any delay by DTC or any of the Participants or the indirect Participants in identifying the beneficial owners of the notes, and the Authority and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Transfers between the Participants will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant global note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

DTC has advised the Authority that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or

160

Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the global notes for legended notes in certificated form, and to distribute such notes to its Participants. Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the global notes among participants in DTC, it is under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of the Authority, the trustee and any of their respective agents will have any responsibility for the performance by DTC or its respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

A global note is exchangeable for certificated notes if:

(1) the Authority delivers to the trustee notice from DTC that it is (a) unwilling or unable to continue as depositary for the global notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor depositary is not appointed by the Authority within 120 days after the date of such notice from DTC; or

(2) the Authority, in its sole discretion determines that the global notes (in whole but not in part) should be exchanged for certificated notes and delivers written notice to such effect to the trustee.

In addition, beneficial interests in a global note may be exchanged for certificated notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the indenture. In all cases, certificated notes delivered in exchange for any global note or beneficial interests in global notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in “Notice to Investors,” unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

Certificated notes may not be exchanged for beneficial interests in any global note unless the transferor first delivers to the trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes.

Same Day Settlement and Payment

The Authority will make payments in respect of the notes represented by the global notes, including principal, premium, if any, and interest and Additional Interest, if any, by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. The Authority will make all payments of principal, premium, if any, and interest with respect to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder’s registered address. The notes represented by the global notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. The Authority expects that secondary trading in any certificated notes will also be settled in immediately available funds.

161

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain U.S. federal income tax consequences of the exchange of outstanding notes for exchange notes in the exchange offer, but does not purport to be a complete analysis of all the potential tax considerations. This discussion is limited to the U.S. federal income tax consequences relevant to holders that are beneficial owners of outstanding notes that purchased their outstanding notes in the original offering at their original “issue price” (the first price at which a substantial amount of the notes is sold for cash (excluding sales to bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers)) for cash and that are held as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). This discussion does not address the tax consequences to subsequent purchasers of the outstanding notes or the exchange notes. This discussion is based on current provisions of the Code, the Treasury Regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), all as in effect as of the date hereof and all of which are subject to change or different interpretations, possibly with retroactive effect, and any such change or different interpretation could affect the accuracy of the statements and conclusions set forth herein.

This discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their particular circumstances and does not apply to holders subject to special rules under the U.S. federal income tax laws (including, for example, U.S. holders having a “functional currency” other than the U.S. dollar, persons subject to special rules applicable to former citizens and residents of the United States, banks or other financial institutions, persons subject to the alternative minimum tax, grantor trusts, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (or investors therein) or other “flow-through” entities (or investors therein), real estate investment trusts, insurance companies, tax-exempt entities, dealers in securities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, persons holding notes in connection with a hedging transaction, straddle, conversion transaction or other integrated transaction, corporations treated as “personal holding companies,” “controlled foreign corporations,” or “passive foreign investment companies”). This discussion does not address any tax consequences arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, and any state, local or foreign tax consequences, nor does it address any U.S. federal tax considerations other than those pertaining to the income tax. Holders should consult their own tax advisors as to the particular tax consequences to them of exchanging outstanding notes for exchange notes in the exchange offer, including the applicability of any U.S. federal income and other tax laws, any state, local or foreign tax laws or any treaty, and any changes (or proposed changes) in tax laws or interpretations thereof.

If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds outstanding notes, the tax treatment of a person treated as a partner in such partnership will generally depend upon the status of the partner and upon the activities of the partnership. Persons that for U.S. federal income tax purposes are treated as a partner in a partnership holding outstanding notes should consult their own tax advisors regarding the tax consequences to them of exchanging outstanding notes for exchange notes in the exchange offer.

THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY, AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES OF THE EXCHANGE OF OUTSTANDING NOTES FOR EXCHANGE NOTES IN THE EXCHANGE OFFER. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES APPLICABLE TO THEM OF EXCHANGING OUTSTANDING NOTES FOR EXCHANGE NOTES IN THE EXCHANGE OFFER, INCLUDING WITH REGARD TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS, AS WELL AS THE APPLICATION OF NON-INCOME TAX LAWS, THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION, ANY CHANGES IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION OR REGULATIONS.

Exchange Offer

The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable exchange for U.S. federal income tax purposes. Consequently, holders of outstanding notes will not recognize gain or loss

162

upon the receipt of exchange notes in the exchange offer, a holder’s basis in the exchange notes received in the exchange offer will be the same as such holder’s basis in the outstanding notes surrendered in exchange therefor immediately before the exchange, and a holder’s holding period in the exchange notes will include such holder’s holding period in the outstanding notes surrendered in exchange therefor.

163

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 outstanding notes where such outstanding notes were acquired as a result of market-making activities or other trading activities. The Authority 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.

The Authority 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 the Authority 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. The Authority has agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

164

LEGAL MATTERS

The validity of the exchange notes and the guarantees offered hereby will be passed upon for the Authority by Wachtell, Lipton, Rosen & Katz in respect of the laws of the State of New York and the State of Delaware. In rendering its opinion, Wachtell, Lipton, Rosen & Katz will rely upon the opinion of Rome McGuigan, P.C. as to all matters governed by the laws of the state of Connecticut and the Mohegan Tribe of Indians of Connecticut and Rosenn, Jenkins & Greenwald LLP as to all matters governed by the laws of the Commonwealth of Pennsylvania.

EXPERTS

The financial statements as of September 30, 2015 and 2014 and for each of the three years in the period ended September 30, 2015 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

165

WHERE YOU CAN GET MORE INFORMATION

The Authority has filed with the SEC a Registration Statement on Form S-4 (Reg. No. 333-            ) with respect to the exchange notes it is offering of which this prospectus forms a part. This prospectus does not contain all the information contained in the registration statement, including exhibits and schedules. You should refer to the registration statement, including the exhibits and schedules, for further information about the Authority and the exchange notes it is offering. The registration statement, including exhibits and schedules, is on file at the offices of the SEC and may be inspected without charge.

In addition, the Authority files annual, quarterly and current reports and other information with the SEC. You may read and copy any of these documents at the following location:

Public Reference Room

450 Fifth Street, N.W.

Room 1024

Washington, D.C. 20549

You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains an Internet web site that contains reports, proxy statements and other information regarding issuers, including us, who file electronically with the SEC. The address of that site is www.sec.gov.

Through our website, www.mohegansun.com, we make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) under the Securities Exchange Act of 1934. These materials are available as soon as reasonably practicable after we electronically file such material with or furnish it to the SEC. You may also obtain a copy of these filings at no cost, by writing or telephoning us at the following address:

Mohegan Tribal Gaming Authority

Attn: Chief Financial Officer

One Mohegan Sun Boulevard

Uncasville, CT 06382

Phone: (860) 862-8000

166

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets of the Mohegan Tribal Gaming Authority as of September 30, 2015 and 2014	F-3
Consolidated Statements of Income (Loss) of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2015, 2014 and 2013	F-4
Consolidated Statements of Changes in Capital of the Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2015, 2014 and 2013	F-5
Consolidated Statements of Cash Flows of Mohegan Tribal Gaming Authority for the Fiscal Years Ended September 30, 2015, 2014 and 2013	F-6
Notes to Consolidated Financial Statements of the Mohegan Tribal Gaming Authority	F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Management Board of

the Mohegan Tribal Gaming Authority:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of the Mohegan Tribal Gaming Authority and its subsidiaries (the “Authority”) at September 30, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2), Schedule II-Valuation and Qualifying Accounts and Reserves, presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Authority’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Hartford, CT

December 29, 2015

F-2

MOHEGAN TRIBAL GAMING AUTHORITY

CONSOLIDATED BALANCE SHEETS

(in thousands)

	September 30, 2015			September 30, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	65,754		$	49,108
Restricted cash		1,762			675
Receivables, net		53,944			30,640
Inventories		15,546			14,544
Other current assets		18,530			16,997
Total current assets		155,536			111,964
Non-current assets:
Property and equipment, net		1,352,055			1,424,068
Goodwill		39,459			39,459
Other intangible assets, net		406,718			405,109
Other assets, net		66,365			54,931
Total assets	$	2,020,133		$	2,035,531
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	49,194		$	29,302
Current portion of relinquishment liability		—			25,194
Due to Mohegan Tribe		6,000			2,250
Current portion of capital leases		824			793
Trade payables		15,016			24,086
Construction payables		13,137			5,832
Accrued interest payable		12,055			8,659
Other current liabilities		141,280			127,175
Total current liabilities		237,506			223,291
Non-current liabilities:
Long-term debt, net of current portion		1,593,730			1,655,535
Due to Mohegan Tribe, net of current portion		17,420			23,420
Capital leases, net of current portion		1,521			2,345
Other long-term liabilities		1,915			6,113
Total liabilities		1,852,092			1,910,704
Commitments and Contingencies
Capital:
Retained earnings		169,452			125,058
Mohegan Tribal Gaming Authority capital		169,452			125,058
Non-controlling interests		(1,411	)		(231	)
Total capital		168,041			124,827
Total liabilities and capital	$	2,020,133		$	2,035,531

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

F-3

MOHEGAN TRIBAL GAMING AUTHORITY

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(in thousands)

	For the Fiscal Year Ended September 30, 2015			For the Fiscal Year Ended September 30, 2014			For the Fiscal Year Ended September 30, 2013
Revenues:
Gaming	$	1,133,720		$	1,133,563		$	1,190,202
Food and beverage		89,720			91,655			86,251
Hotel		50,496			47,310			40,873
Retail, entertainment and other		115,030			119,134			118,559
Gross revenues		1,388,966			1,391,662			1,435,885
Less-Promotional allowances		(97,346	)		(98,944	)		(95,857	)
Net revenues		1,291,620			1,292,718			1,340,028
Operating costs and expenses:
Gaming		651,900			687,021			708,929
Food and beverage		41,554			41,482			41,575
Hotel		14,934			15,807			14,339
Retail, entertainment and other		45,779			50,945			43,859
Advertising, general and administrative		188,924			190,639			192,673
Corporate		31,127			41,036			28,122
Depreciation and amortization		77,580			80,126			80,317
(Gain) loss on disposition of assets		1,018			(9	)		241
Severance		3,370			—			29
Pre-opening		—			1,187			687
Impairment of Project Horizon		2,502			4,981			—
Relinquishment liability reassessment		(243	)		(1,905	)		(249	)
Total operating costs and expenses		1,058,445			1,111,310			1,110,522
Income from operations		233,175			181,408			229,506
Other income (expense):
Accretion of discount to the relinquishment liability		(227	)		(2,205	)		(4,974	)
Interest income		7,983			7,066			6,271
Interest expense, net of capitalized interest		(143,876	)		(147,933	)		(170,150	)
Loss on early extinguishment of debt		(3,987	)		(62,041	)		(11,516	)
Other expense, net		(929	)		(853	)		(1,595	)
Total other expense		(141,036	)		(205,966	)		(181,964	)
Net income (loss)		92,139			(24,558	)		47,542
Loss attributable to non-controlling interests		2,255			380			2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	(24,178	)	$	50,326

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

F-4

MOHEGAN TRIBAL GAMING AUTHORITY

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands)

	Total			Mohegan Tribal Gaming Authority			Non-controlling Interests
Balance, September 30, 2012	$	209,263		$	208,681		$	582
Net income (loss)		47,542			50,326			(2,784	)
Distributions to Mohegan Tribe		(50,000	)		(50,000	)		—
Repurchase of membership interest		(7,420	)		(9,771	)		2,351
Balance, September 30, 2013		199,385			199,236			149
Net loss		(24,558	)		(24,178	)		(380	)
Distributions to Mohegan Tribe		(50,000	)		(50,000	)		—
Balance, September 30, 2014		124,827			125,058			(231	)
Contributions from members		1,075			—			1,075
Net income (loss)		92,139			94,394			(2,255	)
Distributions to Mohegan Tribe		(50,000	)		(50,000	)		—
Balance, September 30, 2015	$	168,041		$	169,452		$	(1,411	)

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

F-5

MOHEGAN TRIBAL GAMING AUTHORITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	For the Fiscal Year Ended September 30, 2015			For the Fiscal Year Ended September 30, 2014			For the Fiscal Year Ended September 30, 2013
Cash flows provided by (used in) operating activities:
Net income (loss)	$	92,139		$	(24,558	)	$	47,542
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization		77,580			80,126			80,317
Relinquishment liability reassessment		(243	)		(1,905	)		(249	)
Accretion of discount to the relinquishment liability		227			2,205			4,974
Cash paid for accretion of discount to the relinquishment liability		(778	)		(2,897	)		(5,792	)
Loss on early extinguishment of debt		2,269			58,245			4,531
Proceeds from bond premiums		2,125			—			—
Payments of tender offer costs and discounts		(2,894	)		(48,155	)		(3,104	)
Amortization of debt issuance costs and accretion of bond premiums and discounts		7,771			8,037			12,285
Amortization of net deferred gain on settlement of derivative instruments		—			—			(76	)
Provision for losses on receivables		5,878			6,146			3,436
Impairment of Project Horizon		2,502			4,981			—
(Gain) loss on disposition of assets		1,018			(9	)		241
Loss from unconsolidated affiliates		972			826			1,553
Changes in operating assets and liabilities:
Increase in receivables		(5,340	)		(7,159	)		(648	)
(Increase) decrease in inventories		(1,002	)		(554	)		448
(Increase) decrease in other assets		(12,152	)		(3,531	)		2,759
Increase (decrease) in trade payables		(8,984	)		13,419			(2,143	)
Decrease in accrued interest		(410	)		(14,637	)		(23,066	)
Increase (decrease) in other liabilities		8,740			2,436			(20,057	)
Net cash flows provided by operating activities		169,418			73,016			102,951
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including increase (decrease) in construction payables of $7,305, $(5,179) and $5,948, respectively		(22,460	)		(35,079	)		(59,597	)
Issuance of third-party loans and advances		(4,080	)		(1,804	)		(2,033	)
Payments received on third-party loans		157			644			139
(Increase) decrease in restricted cash, net		(1,526	)		13,679			33,078
Proceeds from asset sales		1,615			134			216
Investments in the New England Black Wolves		(500	)		—			—
Investments in unconsolidated affiliates		—			(29	)		(4,971	)
Net cash flows used in investing activities		(26,794	)		(22,455	)		(33,168	)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility borrowings - Revolving		—			—			3,000
Prior Bank Credit Facility repayments - Revolving		—			—			(3,000	)
Prior Bank Credit Facility repayments - Term		—			(393,000	)		(4,000	)
Prior Term Loan Facility repayments, net of discount		—			(222,103	)		—
Senior Secured Credit Facility borrowings - Revolving		442,000			310,000			—
Senior Secured Credit Facility repayments - Revolving		(458,000	)		(273,000	)		—
Senior Secured Credit Facility borrowings - Term Loan A, net of discount		—			124,343			—
Senior Secured Credit Facility repayments - Term Loan A		(7,756	)		(3,125	)		—
Senior Secured Credit Facility borrowings - Term Loan B, net of discount		87,911			720,952			—
Senior Secured Credit Facility repayments - Term Loan B		(5,339	)		(5,475	)		—
Line of Credit borrowings		446,935			356,796			24,897
Line of Credit repayments		(449,976	)		(353,755	)		(24,897	)
Repayments to Mohegan Tribe		(2,250	)		(3,250	)		(9,950	)
Proceeds from issuance of Senior Unsecured Notes, net of premiums		85,000			—			500,000
Repayments of other long-term debt		(186,816	)		(212,323	)		(495,601	)
Principal portion of relinquishment liability payments		(24,400	)		(46,574	)		(45,350	)
Distributions to Mohegan Tribe		(50,000	)		(50,000	)		(50,000	)
Payments of financing fees		(2,360	)		(12,395	)		(11,957	)
Payments on capital lease obligations		(927	)		(2,168	)		(3,385	)
Net cash flows used in financing activities		(125,978	)		(65,077	)		(120,243	)
Net increase (decrease) in cash and cash equivalents		16,646			(14,516	)		(50,460	)
Cash and cash equivalents at beginning of year		49,108			63,624			114,084
Cash and cash equivalents at end of year	$	65,754		$	49,108		$	63,624
Supplemental disclosures:
Cash paid during the year for interest	$	136,541		$	153,481		$	180,657
Repurchase of membership interest	$	—		$	—		$	7,420

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

F-6

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 595-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 September 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.

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 (the “NLL”).

MCV-PA holds a 0.01% general partnership interest in each of Downs Racing, L.P. (“Downs Racing”), 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 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 (the “Cowlitz Tribe”) and to be located on the Cowlitz reservation in Clark County, Washington (the “Cowlitz Project”). Salishan-Mohegan holds 100% membership interests in Salishan-Mohegan Two, LLC (“Salishan-Mohegan Two”) and Interchange Development Group, LLC (“Interchange Development Group”), 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”).

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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 NJ Entities”). The Mohegan NJ Entities were formed to pursue management contracts and consulting agreements in the State of New Jersey. MGA Holding NJ holds a 10% ownership interest in Resorts Casino Hotel in Atlantic City, New Jersey (“Resorts Atlantic City”).

Mohegan Gaming Advisors also holds 100% membership interests in MGA Holding MA, LLC (“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 (“Mohegan Sun Massachusetts”; Mohegan Sun Massachusetts, MGA Holding MA, MGA Gaming MA and MGA Palmer Partners are referred to collectively as 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.

Mohegan Gaming Advisors also holds 100% membership interests in MGNV, LLC (“MGNV”). MGNV was formed to pursue potential gaming, hospitality and entertainment opportunities in the State of Nevada.

The Authority also holds 50% of the membership interests in MMCT Venture, LLC, which was formed with the Mashantucket Pequot Tribe (the “MPT”) to pursue potential additional gaming opportunities in the State of Connecticut.

NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation

The accompanying 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.

Change in Accounting Principles

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 related to non-revolving debt be presented in the balance sheet as a reduction to the carrying amount of the related debt rather than as an asset. This guidance is required to be applied on a retrospective basis and is effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority early adopted this guidance in the accompanying consolidated financial statements. The effect of adopting this guidance to the accompanying consolidated balance sheet as of September 30, 2014 was a $20.4 million decrease in other assets, net and long-term debt, net of current portion. The accompanying supplemental condensed consolidating financial statements within Note 16 also have been revised to reflect this adjustment.

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Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Authority to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. The most significant estimates included in the accompanying consolidated financial statements relate to reserves for doubtful accounts, asset valuation, the liabilities associated with self-insurance and unredeemed Momentum Dollars, contingencies and litigation. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of deposits that can be redeemed on demand and investments with original maturities of less than 90 days. Cash equivalents are carried at cost, which approximates market value. Cash and cash equivalents include all operating cash and in-house funds.

Restricted Cash

Restricted cash consists of deposits that are contractually restricted as to their withdrawal or use. Restricted cash primarily includes cash held by Downs Racing pursuant to the Pennsylvania Race Horse Development and Gaming Act and Pennsylvania state statutes. The Pennsylvania Race Horse Development and Gaming Act requires Downs Racing to deposit a percentage of gross revenues from slot machines into a separate interest bearing account for the benefit of horsemen and breeders. In addition, Pennsylvania state statutes require Downs Racing to deposit net amounts received from the sale of lottery tickets into a separate designated account.

Receivables

Accounts Receivable

Accounts receivable consists primarily of casino receivables, which represent credit extended to approved casino patrons, and hotel and other non-gaming receivables. The Authority maintains a reserve for doubtful collection, which is based on the Authority’s estimate of the probability that these receivables will be collected. The Authority assesses the adequacy of this reserve by continuously evaluating historical experience, creditworthiness of the related patron and all other available information. Future business or economic trends could affect the collectability of these receivables and the related reserve.

Long-Term Receivables

Long-term receivables consist primarily of receivables from affiliates and others.

Receivables from affiliates, which are included in receivables, net, and other assets, net, in the accompanying consolidated balance sheets, consist of reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project (refer to Note 12) and WTG on behalf of the Menominee Tribe for the Menominee Project (refer to Note 13). As of September 30, 2015, the Salishan-Mohegan receivables are payable 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. Due to the uncertainty in the development of the Cowlitz Project, the Authority maintains a reserve for doubtful collection of the Salishan-Mohegan receivables, which is based on the Authority’s estimate of the probability that the receivables will be collected. The Authority assesses the reserve for doubtful collection of the Salishan-Mohegan receivables for adequacy on a quarterly basis. Future developments in the construction and opening of the proposed casino or other matters affecting the Cowlitz Project could affect the collectability of the Salishan-Mohegan receivables and the related reserve. The WTG receivables are fully reserved. The WTG receivables are payable upon the receipt of necessary financing for the development of the proposed casino, subject to certain conditions.

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Receivables from others, which are primarily included in other assets, net, in the accompanying consolidated balance sheets, consist primarily of funds loaned to third-parties in connection with various diversification projects. Receivables from others also include a loan to a tenant at Mohegan Sun. The Authority maintains a reserve for doubtful collection of receivables from others, which is based on the Authority’s estimate of the probability that these receivables will be collected considering historical experience, creditworthiness of the related third-parties and tenant and all other available information.

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, September 30, 2014 (1)	$	66,596	$	2,612		$	69,208
Additions:
Issuance of affiliate advances and other loans, including interest receivable		13,980		135			14,115
Cowlitz Project land value transfer (2)		19,951		—			19,951
Deductions:
Payments received		—		(157	)		(157	)
Adjustments		—		(779	)		(779	)
Balance, September 30, 2015 (1)	$	100,527	$	1,811		$	102,338

(1) Includes current portions of $19.6 million and $901,000 as of September 30, 2015 and 2014, respectively. Also includes interest receivable of $43.4 million and $35.7 million as of September 30, 2015 and 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 12).

	Reserves for Doubtful Collection of Long-Term Receivables
	Affiliates		Others			Total
Balance, September 30, 2014	$	26,833	$	796		$	27,629
Additions:
Charges to bad debt expense		4,195		35			4,230
Deductions:
Adjustments		—		(789	)		(789	)
Balance, September 30, 2015	$	31,028	$	42		$	31,070

Inventories

Inventories are stated at the lower of cost or market value and consist primarily of food and beverage, retail, hotel and operating supplies. Cost is determined using the average cost method. The Authority reduces the carrying value of slow-moving inventory to net realizable value, based on the Authority’s estimate of the amount of inventory that may not be utilized in future operations. Future business trends could affect the timely use of inventories.

Property and Equipment

Property and equipment are stated at cost. Depreciation is recognized over the estimated useful lives of the assets, other than land, on a straight-line basis. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives of the improvements. Estimated useful lives by asset categories are as follows:

Buildings and land improvements	40 years
Furniture and equipment	3 - 7 years

The costs of significant improvements are capitalized. Costs of normal repairs and maintenance are expensed as incurred. Gains or losses on disposition of property and equipment are reflected in the accompanying consolidated financial statements.

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Property and equipment are assessed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If it is determined that the carrying amounts may not be recoverable based on current and future levels of income and cash flows, as well as other factors, an impairment loss will be recognized at such time.

During its fourth quarter ended September 30, 2014, the Authority further re-evaluated its plans with respect to the development of the new hotel element of its suspended Project Horizon expansion, 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, the Authority recognized a related $5.0 million impairment charge, which was recorded in the accompanying consolidated statement of loss for the fiscal year ended September 30, 2014. In March 2015, the Mohegan Tribal Finance Authority (“MTFA”), a wholly-owned instrumentality of the Tribe, agreed to develop the planned hotel. 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. Accordingly, the related assets did not have any future benefit to the Authority, 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 consolidated statement of income for the fiscal year ended September 30, 2015. There are no assets remaining related to the suspended elements of Project Horizon (refer to Note 4).

As of September 30, 2015 and 2014, the Authority assessed its property and equipment for any additional impairment and determined that no additional impairment existed.

Capitalized Interest

Interest costs incurred in connection with major development and construction projects are capitalized and included in the cost of the related project. Under instances where no debt is directly incurred in connection with a project, interest is capitalized on amounts expended on the project utilizing the weighted-average interest cost of the Authority’s outstanding borrowings. Capitalization of interest ceases when a project is substantially completed or development activity is suspended for an extended period of time.

Goodwill

In accordance with authoritative guidance issued by the FASB pertaining to goodwill, the goodwill associated with the acquisition of the Pennsylvania Facilities is not subject to amortization, but is assessed at least annually for impairment by comparing its fair value to its carrying value. The fair value is determined utilizing an income approach based on projected discounted cash flows from the Pennsylvania Facilities, exclusive of capital expenditures requirements. If the carrying value of the goodwill exceeds its fair value, an impairment loss will be recognized to the extent that the carrying value of the goodwill exceeds its implied fair value. The income approach requires the Authority to make assumptions regarding future revenues and expenses, discount rates and the terminal value based on a market multiple of the Pennsylvania Facilities. As of September 30, 2015 and 2014, the Authority assessed the goodwill for impairment and determined that no impairment existed. If any of the following occurs, the goodwill may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on the accompanying consolidated financial statements: (1) if estimates of projected cash flows from the Pennsylvania Facilities are not achieved, (2) if the discount rate increases, (3) if terminal growth rates decrease or (4) if market multiples decrease.

Other Intangible Assets

Intangible assets relate primarily to the Pennsylvania Facilities, Mohegan Sun, MBC, Mohegan Lacrosse and Mohegan Golf.

In connection with the acquisition of the Pennsylvania Facilities, the Authority recorded a slot machine license intangible asset of $214.0 million. In October 2006, a one-time slot machine license fee of $50.0 million was paid to the Pennsylvania Gaming Control Board (the “PGCB”) and added to the existing slot machine license

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intangible asset. In June 2010, a one-time table game certificate fee of $16.5 million was paid to the PGCB and classified as an intangible asset. The slot machine license and table game certificate intangible assets, with indefinite useful lives, are assessed as a single unit of accounting at least annually for impairment by comparing the fair value of the recorded assets to their carrying value. Their fair value is determined utilizing an income approach based on projected discounted cash flows from the Pennsylvania Facilities, exclusive of a required rate of return of all other assets and exclusive of capital expenditures requirements. If the carrying value exceeds the fair value, an impairment loss will be recognized to the extent that the carrying value exceeds the fair value. The income approach requires the Authority to make assumptions regarding future revenues and expenses, discount rates and the terminal value based on a perpetual growth rate of the Pennsylvania Facilities. As of September 30, 2015 and 2014, the Authority assessed the intangible assets for impairment and determined that no impairment existed. If any of the following occurs, the intangible assets may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on the accompanying consolidated financial statements: (1) if estimates of projected cash flows from the Pennsylvania Facilities are not achieved, (2) if the discount rate increases or (3) if the terminal value decreases.

In connection with a relinquishment agreement (refer to Note 11), Trading Cove Associates (“TCA”) granted the Authority an exclusive, irrevocable, perpetual, world-wide and royalty-free license with respect to trademarks and other similar rights, including the “Mohegan Sun” name. The Mohegan Sun trademark intangible asset of $119.7 million is deemed to have an indefinite useful life and is assessed at least annually for impairment by comparing its fair value to its carrying value. The fair value is determined utilizing the income approach – relief from royalty method based on projected revenues from Mohegan Sun and Mohegan Sun Pocono. If the carrying value exceeds the fair value, an impairment loss will be recognized to the extent that the carrying value exceeds the fair value. The income approach requires the Authority to make assumptions regarding future revenues, discount rates, royalty rate and the terminal value based on a perpetual growth rate of Mohegan Sun and Mohegan Sun Pocono. As of September 30, 2015 and 2014, the Authority assessed the Mohegan Sun trademark for impairment and determined that no impairment existed. If any of the following occurs, the Mohegan Sun trademark may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on the accompanying consolidated financial statements: (1) if estimates of projected cash flows from Mohegan Sun and Mohegan Sun Pocono are not achieved, (2) if the discount rate increases or (3) if the perpetual growth rate decreases.

In connection with the acquisitions of the WNBA and NLL franchises and the assets of Pautipaug Country Club Inc., the Authority recorded franchise value intangible assets and a membership intangible asset, respectively. These intangible assets, with definite useful lives, are assessed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. As of September 30, 2015 and 2014, the Authority assessed these intangible assets for impairment and determined that no impairment existed.

Debt Issuance Costs, Discounts and Premiums

Debt issuance costs incurred in connection with the issuance of revolving debt are capitalized and amortized to interest expense based on the related debt agreements on a straight-line basis. Unamortized amounts are included in other assets, net, in the accompanying consolidated balance sheets. Debt issuance costs incurred in connection with the issuance of non-revolving debt are recorded as a reduction to the carrying amount of the related debt and amortized to interest expense based on the effective interest method. Premiums received in connection with the issuance of debt are recorded as an increase to the carrying amount of the related debt and amortized to interest expense based on the effective interest method.

Self-insurance Accruals

The Authority is self-insured up to certain limits for costs associated with workers’ compensation, general liability and employee medical coverage. Insurance claims and reserves include accruals of estimated settlements of known claims, as well as accruals of estimates of incurred but not reported claims. These accruals are included in other current liabilities in the accompanying consolidated balance sheets. In estimating self-insurance accruals, the Authority considers historical loss experiences and expected levels of costs per claim. Claims are accounted for based on estimates of undiscounted claims, including claims incurred but not reported. The Authority believes that this method provides a consistent and effective way to measure these liabilities; however, changes in health care costs, accident frequency and severity and other factors could materially impact estimated liabilities. The Authority continuously monitors estimates and makes adjustments when necessary.

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Unredeemed Momentum Dollars

The Authority maintains an accrual for unredeemed Momentum Dollars. This accrual is based on the estimated cost of Momentum Dollars expected to be redeemed as of the respective balance sheet date. The Authority assesses the adequacy of this accrual by periodically evaluating historical redemption experiences and projected trends related to the accrual. Actual results could differ from these estimates.

Base Jackpots

Base jackpots represent the fixed minimum amount of payouts from slot machines for a specific combination. The Authority recognizes base jackpots as reductions to revenues when it becomes obligated to pay such jackpots.

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):

	September 30, 2015
	Carrying Value		Fair Value
Senior Secured Credit Facility – Revolving	$	21,000	$	20,575
Senior Secured Credit Facility – Term Loan A	$	109,613	$	109,811
Senior Secured Credit Facility – Term Loan B	$	792,078	$	802,711
2013 9 3/4% Senior Unsecured Notes	$	577,667	$	596,700
2012 11% Senior Subordinated Notes	$	98,939	$	103,446

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 September 30, 2015.

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Revenue Recognition

The Authority recognizes gaming revenues as amounts wagered less prizes paid out. Revenues from food and beverage, hotel, retail, entertainment and other services are recognized at the time such service is performed. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rental revenues are recognized in the periods in which the tenants exceed their respective percentage rent thresholds.

Promotional Allowances

The Authority operates a program, without membership fees, for patrons at Mohegan Sun, Mohegan Sun Pocono and its managed property, Resorts Atlantic City. This program provides complimentary food and beverage, hotel, retail, entertainment and other amenities to patrons based on Momentum Dollars that are awarded for patrons’ gaming activities. Momentum Dollars may be utilized to purchase, among other things, items at restaurants and retail stores located within Mohegan Sun, Mohegan Sun Pocono and Resorts Atlantic City. Momentum Dollars may also be utilized at The Shops at Mohegan Sun and the Mohegan Sun gasoline and convenience center, as well as to purchase hotel services and tickets to entertainment events held at facilities located at Mohegan Sun, Mohegan Sun Pocono and Resorts Atlantic City. The retail value of complimentary items redeemed at facilities operated by the Authority is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The cost associated with reimbursing third-parties for the value of complimentary items redeemed at third-party outlets is included in gaming costs and expenses.

In addition, the Authority offers ongoing promotional coupons to patrons for the purchase of food and beverage, hotel and retail amenities offered at Mohegan Sun and Mohegan Sun Pocono. The retail value of coupons redeemed at facilities operated by the Authority is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The cost associated with reimbursing third-parties for the value of coupons redeemed at third-party outlets is included in gaming costs and expenses.

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

	For the Fiscal Years Ended
	September 30, 2015		September 30, 2014		September 30, 2013
Food and beverage	$	42,192	$	43,264	$	38,390
Hotel		15,142		14,721		13,799
Retail, entertainment and other		40,012		40,959		43,668
Total	$	97,346	$	98,944	$	95,857

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

	For the Fiscal Years Ended
	September 30, 2015		September 30, 2014		September 30, 2013
Food and beverage	$	35,122	$	37,936	$	34,194
Hotel		8,398		8,979		7,216
Retail, entertainment and other		35,559		36,772		40,167
Total	$	79,079	$	83,687	$	81,577

In certain circumstances, the Authority also offers discounts on patron losses and cash inducements at Mohegan Sun and Mohegan Sun Pocono, which are recognized as reductions to gaming revenues. Reductions to gaming revenues related to discounts provided on patron losses totaled $9.7 million, $12.2 million and $11.0 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. Reductions to gaming revenues related to Momentum Dollars redeemed for cash totaled $1.4 million, $1.3 million and $1.4 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

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Gaming Costs and Expenses

Gaming costs and expenses primarily include portions of gaming revenues that must be paid to the State of Connecticut and the PGCB. Gaming costs and expenses also include, among other things, payroll costs, expenses associated with the operation of slot machines, table games, poker, live harness racing and racebook, certain marketing expenditures and promotional expenses related to Momentum Dollar and coupon redemptions.

Advertising Costs and Expenses

Production costs are expensed the first time the advertisement takes place. Prepaid rental fees associated with billboard advertisements are capitalized and amortized over the terms of the related rental agreements. Advertising costs and expenses totaled $27.0 million, $26.7 million and $28.2 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, prepaid advertising was $432,000 and $142,000, respectively.

Corporate Costs and Expenses

Corporate costs and expenses represent an allocation of certain governmental and administrative costs, payroll costs, professional fees and various other expenses not directly related to the Authority’s operations at Mohegan Sun or Mohegan Sun Pocono. In addition, Corporate costs and expenses include costs associated with various gaming diversification efforts, which are expensed as incurred, except when reimbursable by third-parties.

Pre-Opening Costs and Expenses

In accordance with authoritative guidance issued by the FASB pertaining to the reporting on the costs of start-up activities, pre-opening costs and expenses are expensed as incurred.

Investments in Unconsolidated Affiliates

The Authority, through its indirect wholly-owned subsidiary, MGA Holding NJ, holds a 10% ownership interest in Resorts Atlantic City and its associated gaming activities, including online gaming in the State of New Jersey. The Authority’s investment in Resorts Atlantic City is accounted for under the equity method as the Authority has significant influence.

Income Taxes

The Tribe is a sovereign Indian nation with independent legal jurisdiction over its people and land. Like other sovereign governments, the Tribe and its entities, including the Authority, are not subject to federal, state or local income taxes.

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, the Authority’s operating results for the fiscal year ended September 30, 2015 are not necessarily indicative of operating results for interim periods.

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

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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.

NOTE 3—RECEIVABLES, NET:

Receivables, net, consisted of the following (in thousands):

	September 30, 2015			September 30, 2014
Gaming	$	32,841		$	32,789
Hotel		1,637			922
Affiliates		19,400			—
Other		11,105			8,574
Subtotal		64,983			42,285
Less: reserve for doubtful collection		(11,039	)		(11,645	)
Total receivables, net	$	53,944		$	30,640

NOTE 4—PROPERTY AND EQUIPMENT, NET:

Property and equipment, net, consisted of the following (in thousands):

	September 30, 2015			September 30, 2014
Land	$	45,534		$	65,485
Land improvements		97,838			97,146
Buildings and improvements		1,733,924			1,734,673
Furniture and equipment		555,884			547,719
Construction in process		11,386			8,011
Subtotal		2,444,566			2,453,034
Less: accumulated depreciation		(1,092,511	)		(1,028,966	)
Total property and equipment, net	$	1,352,055		$	1,424,068

Depreciation expense totaled $77.0 million, $79.6 million and $79.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. The Authority did not recognize any capitalized interest for the fiscal year ended September 30, 2015. Capitalized interest totaled $735,000 and $2.0 million for the fiscal years ended September 30, 2014 and 2013, respectively.

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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, 2014, the Authority further re-evaluated its plans with respect to the development of the new hotel element of the project, which then 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, the Authority recognized a related $5.0 million impairment charge, which was recorded in the accompanying consolidated statement of loss for the fiscal year ended September 30, 2014.

In March 2015, the MTFA 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. Accordingly, the related assets did not have any future benefit to the Authority, 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 consolidated statement of income for the fiscal year ended September 30, 2015. There are no assets remaining related to the suspended elements of Project Horizon.

NOTE 5—OTHER CURRENT ASSETS AND OTHER CURRENT LIABILITIES:

Other current assets consisted of the following (in thousands):

	September 30, 2015		September 30, 2014
Non-qualified deferred compensation	$	8,867	$	9,809
Prepaid expenses and other miscellaneous current assets		9,663		7,188
Total other current assets	$	18,530	$	16,997

Other current liabilities consisted of the following (in thousands):

	September 30, 2015		September 30, 2014
Accrued payroll and related taxes and benefits	$	42,437	$	36,373
Combined outstanding Slot Win Contribution and free promotional slot play contribution		11,932		11,617
Amounts due to horsemen		7,372		8,109
Payments in transit		16,681		3,220
Other miscellaneous current liabilities		62,858		67,856
Total other current liabilities	$	141,280	$	127,175

NOTE 6—LONG-TERM DEBT:

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

	September 30, 2015		September 30, 2014
Senior Secured Credit Facility - Revolving, due June 2018	$	21,000	$	37,000
Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount and debt issuance costs of $2,106 and $2,976 as of September 30, 2015 and 2014, respectively		109,613		117,336
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount and debt issuance costs of $14,918 and $17,078 as of September 30, 2015 and 2014, respectively		792,078		707,447

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	September 30, 2015			September 30, 2014
2013 9 3/4% Senior Unsecured Notes, due September 2021, net of premium and debt issuance costs of $7,333 and $7,802 as of September 30, 2015 and 2014, respectively		577,667			492,198
2005 6 7/8% Senior Subordinated Notes, due February 2015, net of debt issuance costs of $6 as of September 30, 2014		—			9,648
2012 11 % Senior Subordinated Notes, due September 2018, net of discount and debt issuance costs of $1,251 and $4,361 as of September 30, 2015 and 2014, respectively		98,939			270,829
Line of Credit		—			3,041
2009 Mohegan Tribe Promissory Note, due September 2015		—			1,750
2012 Mohegan Tribe Minor’s Trust Promissory Note, due March 2017		16,000			16,500
2013 Mohegan Tribe Promissory Note, due December 2018		7,420			7,420
Downs Lodging Credit Facility, due July 2016, net of debt issuance costs of $254 and $572 as of September 30, 2015 and 2014, respectively		40,262			44,428
Other		3,365			2,910
Long-term debt, excluding capital leases		1,666,344			1,710,507
Less: current portion of long-term debt		(55,194	)		(31,552	)
Long-term debt, net of current portion	$	1,611,150		$	1,678,955

Maturities of long-term debt are as follows (in thousands, including current maturities):

Fiscal Years
2016 (1)	$	67,567
2017		31,126
2018		999,671
2019		7,832
2020		337
Thereafter		585,673
Total	$	1,692,206

(1) Includes the Downs Lodging Credit Facility, due July 2016, which was refinanced in November 2015 on a long-term basis, and, accordingly, was primarily included in long-term debt, net of current portion, in the accompanying consolidated balance sheet as of September 30, 2015 (further discussed below).

On August 11, 2015, the Authority completed a series of refinancing transactions including the redemption of $175.0 million of its 2012 Senior Subordinated Notes with proceeds from the issuance of an additional $90.0 million of loans under its Term Loan B Facility and an additional $85.0 million of 2013 Senior Unsecured Notes (all further discussed below).

The Authority incurred approximately $6.6 million in costs in connection with these refinancing transactions, consisting primarily of consulting, legal, advisory and amendment fees. Previously deferred debt discounts and debt issuance costs totaling $2.3 million, as well as $1.7 million in new transaction costs, were expensed and recorded as a loss on early extinguishment of debt in the accompanying consolidated statement of income for the fiscal year ended September 30, 2015. Of the remaining $4.9 million in new transaction costs, $4.7 million was recorded as a reduction to the carrying amount of the related debt and included in long-term debt, net of current portion, in the accompanying consolidated balance sheet as of September 30, 2015 and will be amortized over the term of the related debt. The remaining $219,000 in new costs was capitalized and included in other assets, net, in the accompanying consolidated balance sheet as of September 30, 2015 and will be amortized over the term of the related debt.

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

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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).

On August 11, 2015, the Authority entered into an increase joinder and amendment agreement among the Authority, the Tribe, the Guarantors as defined below, Citizens Bank, N.A., as Administrative Agent, and the lenders party thereto, amending the Senior Secured Credit Facilities. Pursuant to the amendment, the Authority borrowed $90.0 million of increase term B loans on the same terms as the existing term B loans under Term Loan B Facility. The net proceeds from this transaction were used to redeem outstanding 2012 Senior Subordinated Notes (further discussed below).

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 September 30, 2015, amounts outstanding under the Revolving Facility, Term Loan A Facility and Term Loan B Facility totaled $21.0 million, $111.7 million and $807.0 million, respectively. As of September 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 $76.0 million of borrowing capacity under its Revolving Facility and Line of Credit as of September 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 is also 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 September 30, 2015, the $21.0 million outstanding under the Revolving Facility was comprised of an $11.0 million base rate loan based on a base rate of 3.25% plus 300 basis points and $10.0 million in Eurodollar rate loans based on a Eurodollar rate of 0.20% plus 400 basis points. The commitment fee was 0.50% as of September 30, 2015. As of September 30, 2015, the $111.7 million outstanding under the Term Loan A Facility was based on a Eurodollar rate of 0.33% plus 400 basis points. As of September 30, 2015, the $807.0 million outstanding under the Term Loan B Facility was based on the Eurodollar rate floor of 1.0% plus 450 basis points. As of September 30, 2015, the effective interest rates of amounts outstanding under the Term Loan A Facility and Term Loan B Facility, after taking into account discounts and debt issuance costs, were 5.30% and 6.24%, respectively. As of September 30, 2015 and 2014, accrued interest, including commitment fees, on the Senior Secured Credit Facilities was $195,000 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

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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 are also 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 September 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 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 “Initial 2013 Senior Unsecured Notes”). On August 11, 2015, the Authority issued an additional $85.0 million of senior unsecured notes under the Initial 2013 Senior Unsecured Notes indenture (the “Additional 2013 Senior Unsecured Notes” and, together with the Initial 2013 Senior Unsecured Notes, the “2013 Senior Unsecured Notes”). Subsequent to this transaction, an aggregate principal amount of $585.0 million 2013 Senior Unsecured Notes is outstanding. As of September 30, 2015, the effective interest rate of the 2013 Senior Unsecured Notes, after taking into account premiums, discounts and debt issuance costs, was 10.03%. The net proceeds from the Additional 2013 Senior Unsecured Notes were used to redeem outstanding 2012 Senior Subordinated Notes (further discussed below).

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 (and additional interest in the case of the Additional 2013 Senior Unsecured Notes, if any, pursuant to the registration rights agreement described below) 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 (and additional interest in the case of the Additional 2013 Senior Unsecured Notes, if any) 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 (and additional interest in the case of the Additional 2013 Senior Unsecured Notes, if any) 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 (and additional interest in the case of the Additional 2013 Senior Unsecured Notes, if any). Interest on the 2013 Senior Unsecured Notes is payable semi-annually on March 1^st and September 1^st.

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In March 2014, the Authority completed an offer to exchange the Initial 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 September 30, 2015 and 2014, accrued interest on the 2013 Senior Unsecured Notes was $4.8 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 are also 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.

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 may also be obligated to file a shelf registration statement with respect to the Additional 2013 Senior Unsecured Notes.

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, plus 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.

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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. On September 10, 2015, the Authority redeemed an additional aggregate principal amount of $175.0 million of 2012 Senior Subordinated Notes. An aggregate principal amount of approximately $100.2 million 2012 Senior Subordinated Notes remains outstanding as of September 30, 2015. As of September 30, 2015, the effective interest rate of the 2012 Senior Subordinated Notes, after taking into account discounts and debt issuance costs, was 11.50%. As of September 30, 2015 and 2014, accrued interest on the 2012 Senior Subordinated Notes was $490,000 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 2012 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 2012 Senior Subordinated Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The 2012 Senior Subordinated Notes indenture contains 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 September 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.

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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 September 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 September 30, 2015, the Authority was in compliance with all covenant requirements under the Line of Credit. As of September 30, 2015 and 2014, accrued interest on the Line of Credit was $23,000.

2009 Mohegan Tribe Promissory Note

In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan (the “2009 Mohegan Tribe Promissory Note”). The 2009 Mohegan Tribe Promissory Note accrued interest at an annual rate of 10.0%. The 2009 Mohegan Tribe Promissory Note matured on September 30, 2015, at which time the remaining principal amount plus accrued interest was repaid. As of September 30, 2014, accrued interest on the 2009 Mohegan Tribe Promissory Note was $2.5 million.

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. As of September 30, 2015, the 2012 Mohegan Tribe Minor’s Trust Promissory Note accrued interest at an annual rate of 10.0% and accrued interest was 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 of September 30, 2015, principal outstanding under the 2012 Mohegan Tribe Minor’s Trust Promissory Note amortized 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 September 30, 2015 and 2014, accrued interest on the 2012 Mohegan Tribe Minor’s Trust Promissory Note was $1.3 million and $416,000, respectively.

The 2012 Mohegan Tribe Minor’s Trust Promissory Note was further amended on December 4, 2015, pursuant to which the interest rate was adjusted to an annual rate of 12.5% and accrued interest was adjusted to be payable quarterly commencing March 31, 2016. In addition, principal outstanding under the 2012 Mohegan Tribe Minor’s Trust Promissory Note will now amortize in an amount equal to $1.5 million per quarter commencing March 31, 2016 through December 31, 2016, with the remaining principal amount due at maturity. On December 4, 2015, the Cowlitz Tribe repaid $6.0 million of principal outstanding under the 2012 Mohegan Tribe Minor’s Trust Promissory Note on behalf of Salishan-Mohegan, leaving a remaining principal amount of $10.0 million.

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

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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%, with accrued interest of 10.0% payable monthly in cash during the term of the loan and the remaining 3.0% due at maturity. In addition, a 3.0% exit fee is payable upon repayment of the loan principal. On July 16, 2015, Downs Lodging prepaid approximately $4.5 million of the Downs Lodging Credit Facility, plus accrued interest and fees. As of September 30, 2015, approximately $40.5 million remained outstanding under the Downs Lodging Credit Facility. As of September 30, 2015, the effective interest rate of the Downs Lodging Credit Facility, after taking into account debt issuance costs, was 14.52%.

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 September 30, 2015, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging Credit Facility. As of September 30, 2015, accrued interest, including deferred interest and exit fee, on the Downs Lodging Credit Facility was $5.3 million. As of September 30, 2014, there was no accrued interest and $3.8 million of long-term deferred interest and exit fee on the Downs Lodging Credit Facility. Refer to Note 17 for subsequent events.

NOTE 7—LEASES:

The Authority leases certain areas at Mohegan Sun and Mohegan Sun Pocono to third-party food and beverage and retail outlets, as well as the rights to access and utilize Mohegan Sun’s rooftop for the installation and operation of antenna towers. Minimum future rental income that the Authority expects to earn under non-cancelable leases is as follows (in thousands):

	Fiscal Years Ending September 30,
	2016		2017		2018		2019		2020		Thereafter		Total
Minimum future rental income	$	5,933	$	3,858	$	3,370	$	3,026	$	2,828	$	7,175	$	26,190

The Authority is required to make payments under various operating leases for buildings, equipment and land at Mohegan Sun and Mohegan Sun Pocono. The Authority incurred rental expense totaling $9.2 million, $11.4 million and $11.0 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

In March 2015, the Authority entered into a sublease agreement with MTFA to sublease an approximately 1.2-acre site and a planned 400-room hotel and related improvements, to be constructed adjacent to the Mohegan Sun Sky Hotel Tower, 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 (refer to Note 8). Rental payments under the sublease agreement will also 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 non-cancelable leases is as follows (in thousands):

	Fiscal Years Ending September 30,
	2016		2017		2018		2019		2020		Thereafter		Total
Minimum future rental expense	$	1,709	$	7,683	$	8,129	$	7,941	$	8,001	$	217,622	$	251,085

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NOTE 8—RELATED PARTY TRANSACTIONS:

Distributions to the Tribe totaled $50.0 million for each of the fiscal years ended September 30, 2015, 2014 and 2013.

The Tribe provides certain governmental and administrative services in connection with the operation of Mohegan Sun. The Authority incurred expenses for such services totaling $28.3 million, $27.1 million and $26.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, 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 $17.4 million, $19.3 million and $17.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

The Authority incurred interest expense associated with borrowings from the Mohegan Tribe totaling $2.1 million, $2.3 million and $3.0 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

The Authority leases the land on which Mohegan Sun is located from the Tribe under a long-term lease agreement. The agreement requires the Authority to make a nominal annual rental payment. This lease has an initial term of 25 years and is renewable for an additional 25-year term upon expiration. 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, a 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 will also 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.

In addition, in July 2008, the Authority entered into a land lease agreement with the Tribe, replacing a prior land lease agreement, relating to property located adjacent to the Tribe’s reservation that is utilized by Mohegan Sun for employee parking. This agreement requires the Authority to make monthly payments equaling $75,000 until maturity on June 30, 2018. The Authority classified this lease as a capital lease for financial reporting purposes due to the existence of a bargain purchase option at the expiration of the lease.

In September 1995, the Tribe adopted the Mohegan Tribal Employment Rights Ordinance, as amended from time to time (the “TERO”), which sets forth hiring and contracting preference requirements for employers and entities conducting business on Tribal lands on or adjacent to the Mohegan Reservation. Pursuant to the TERO, the Authority and other covered employers are required to give hiring, promotion, training, retention and other employment-related preferences to Native Americans who meet the minimum qualifications for the applicable employment position. However, this preference requirement does not apply to key employees as such persons are defined under the TERO.

Similarly, any entity awarding a contract or subcontract valued up to $250,000 to be performed on Tribal lands must give preference, first, to certified Mohegan entities submitting commercially responsible bids, and second, to other certified Native American entities. This contracting preference is conditioned upon the bid by the preferred certified entity being within 5% of the lowest bid by a non-certified entity. Contracts in excess of $250,000 are awarded to the lowest commercially responsible bidder, on a competitive basis, with preference to certified Mohegan entities and then other certified Native American entities in the event of a matching bid. In addition, for contracts valued at any amount, other than those with federal or other special financing, a certified Mohegan entity which submits a bid that is not more than 10% higher than the lowest bid shall be awarded the contract for work to be performed on Tribal lands, if the certified Mohegan entity accepts the bid at the amount proffered by the lowest bidder and meets all other requirements. The TERO establishes procedures and requirements for certifying Mohegan entities and other Native American entities. Certification is based largely on the level of ownership and control exercised by the members of the Tribe or other Native American tribes, as the case may be, over the entity bidding on a contract.

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As of September 30, 2015, the Authority employed approximately 115 members of the Tribe.

NOTE 9—EMPLOYEE BENEFIT PLANS:

The Authority maintains a retirement savings plan for its employees under Section 401(k) and Section 401(a) of the Internal Revenue Code (the “Mohegan Retirement and 401(k) Plan”). Under the 401(k) portion of the plan, participants may contribute between 1% and 25% of eligible compensation up to the maximum allowed by the Internal Revenue Code. The Authority may make discretionary matching contributions of 50%, up to the first 3% of participants’ eligible compensation contributed to the 401(k) portion of the plan. In general, employees become eligible for the Mohegan Retirement and 401(k) Plan after 90 days of service and become fully vested after five years of service. Under the retirement portion of the plan, the Authority may make discretionary retirement contributions based on a rate of $0.30 per qualified hour worked. Discretionary retirement contributions have been suspended since February 2009. The Authority contributed $2.2 million, $2.5 million and $2.4 million, net of forfeitures, to the Mohegan Retirement and 401(k) Plan for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

The Authority, together with the Tribe, maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for certain key employees. Under the Deferred Compensation Plan, participants may defer up to 100% of their compensation. Participants’ withdrawals, net of contributions and changes in fair value of investments, totaled $942,000, $22,000 and $7.4 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

NOTE 10—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 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 $145.6 million, $146.5 million and $155.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $11.9 million and $11.6 million, respectively.

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Pennsylvania Slot Machine Tax

Downs Racing holds a Category One slot machine license issued by 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 consolidated balance sheets.

The Authority reflected expenses associated with the Pennsylvania Slot Machine Tax totaling $119.6 million, $122.3 million and $124.0 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, outstanding Pennsylvania Slot Machine Tax payments totaled $4.7 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 $6.7 million, $6.3 million and $6.1 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, outstanding Pennsylvania Table Game Tax payments totaled $148,000 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 $4.6 million, $4.7 million and $4.2 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $70,000 and $147,000, respectively.

Pennsylvania Gaming Control Board Loans

The PGCB was initially granted $36.1 million in loans to fund start-up costs for gaming in the Commonwealth of Pennsylvania, which are to be repaid by slot machine licensees (the “Initial Loans”). The PGCB was subsequently granted an additional $63.8 million in loans to fund ongoing gaming oversight costs, which are also 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 September 30, 2015, the Authority has

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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 $620,000, $638,000 and $633,000 for the fiscal years ended September 30, 2015, 2014 and 2013, 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 September 30, 2015 and 2014, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $7.4 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 $31.5 million, $19.5 million and $19.2 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

Town of Montville Agreement

In June 1994, the Tribe entered into an agreement with the Town of Montville (the “Town”) under which the Tribe agreed to pay the Town $500,000 annually to minimize the impact of the Tribe’s reservation being held in trust on the Town. The Tribe has assigned its rights and obligations under this agreement to the Authority.

Land Lease Agreement

The land upon which Mohegan Sun is located is held in trust for the Tribe by the United States. The Authority entered into a land lease agreement with the Tribe to lease the property and improvements and related facilities constructed or installed on the property. In March 2007, the agreement was amended to update the legal description of the property, and, in April 2007, the amended agreement was approved by the Secretary of the Interior. In February 2015, the agreement was again amended to update the legal description of the property, which amendment was approved by the Secretary of the Interior in March 2015. The following summarizes the key provisions of the land lease agreement:

Term

The term of the agreement is 25 years with an option, exercisable by the Authority, to extend the term for one additional 25-year period. Upon termination of the agreement, the Authority will be required to surrender to the Tribe possession of the property and improvements, excluding any equipment, furniture, fixtures or other personal property.

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Rent and Other Operating Costs and Expenses

The agreement requires the Authority to pay the Tribe a nominal annual rental fee. For any period that the Tribe or another agency or instrumentality of the Tribe is not the tenant, the rent will be 8% of such tenant’s gross revenues from the property. The Authority is responsible for all costs and expenses of owning, operating, constructing, maintaining, repairing, replacing and insuring the property.

Use of Property

The Authority may utilize the property and improvements solely for the operation of Mohegan Sun, unless prior approval is obtained from the Tribe for any proposed alternative use. The Authority may not construct or alter any building or improvement located on the property unless complete and final plans and specifications are approved by the Tribe. Following foreclosure of any mortgage on the Authority’s interest under the agreement or any transfer of such interest to the holder of such mortgage in lieu of foreclosure, the property and improvements may be utilized for any lawful purpose, subject to applicable codes and governmental regulations; provided, however, that a non-Indian holder of the property may under no circumstance conduct gaming operations on the property.

Permitted Mortgages and Rights of Permitted Mortgagees

The Authority may not mortgage, pledge or otherwise encumber its leasehold estate in the property except to a holder of a permitted mortgage. Under the terms of the agreement, permitted mortgages include the leasehold mortgage securing the Authority’s senior secured indebtedness, provided that, among other things: (1) the Tribe will have the right to notice of, and to cure, any default of the Authority, (2) the Tribe will have the right to prior notice of an intention by the holder to foreclose on the permitted mortgage and the right to purchase the mortgage in lieu of any foreclosure and (3) the permitted mortgage is subject and subordinated to any and all access and utility easements granted by the Tribe under the agreement. Under the terms of the agreement, each holder of a permitted mortgage has the right to notice of any default of the Authority under the agreement and the opportunity to cure such default within the applicable cure period.

Default Remedies

The Authority will be in default under the agreement if, subject to the notice provisions, it fails to make lease payments or comply with covenants under the agreement or if it pledges, encumbers or conveys its interest in violation of the terms of the agreement. Following a default, the Tribe may, with approval from the Secretary of the Interior, terminate the agreement unless a permitted mortgage remains outstanding with respect to the property. In such case, the Tribe may not: (1) terminate the agreement or the Authority’s right to possession of the property, (2) exercise any right of re-entry, (3) take possession of and/or relet the property or any portion thereof or (4) enforce any other right or remedy, which may materially and adversely affect the rights of the holder of the permitted mortgage, unless the default triggering such rights was a monetary default of which such holder failed to cure after notice.

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 11—RELINQUISHMENT AGREEMENT:

In February 1998, the Authority and 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

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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 September 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 fiscal year ended September 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 Fiscal Years Ended
	September 30, 2015		September 30, 2014		September 30, 2013
Principal	$	24.4	$	46.6	$	45.4
Accretion of discount		0.8		2.9		5.8
Total	$	25.2	$	49.5	$	51.2

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

The relinquishment liability reassessment credits of $243,000, $1.9 million and $249,000 for the fiscal years ended September 30, 2015, 2014 and 2013, respectively, resulted from reductions in Mohegan Sun revenues and revenue projections as of the end of each respective fiscal year compared to projections as of the end of the related prior fiscal year.

NOTE 12—MOHEGAN VENTURES-NORTHWEST, LLC (COWLITZ PROJECT):

In July 2004, the Authority formed Mohegan Ventures-NW as its wholly-owned subsidiary. Mohegan Ventures-NW is one of three current members in Salishan-Mohegan, which was formed to participate in the Cowlitz Project, a proposed casino to be owned by the Cowlitz Tribe and to be located on the Cowlitz reservation in Clark County, Washington. Mohegan Ventures-NW, Salishan Company, LLC, an unrelated entity, and a subsidiary of the Tribe hold membership interests in Salishan-Mohegan of 49.15%, 40% and 10.85%, respectively. Salishan-Mohegan holds a 100% membership interest in Salishan-Mohegan Two and Interchange Development Group, both of which were formed to acquire certain property related to the Cowlitz Project. Salishan-Mohegan is not a restricted entity of the Authority, and therefore, is not a guarantor of the Authority’s debt obligations.

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 assists in securing financing, as well as administration and oversight of 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 (the “NIGC”). In August 2014, the Cowlitz Tribe’s Class III Tribal-State gaming compact with the State of Washington

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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. As of September 30, 2015, 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. As of September 30, 2015, the Authority accrued 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 in October 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. The plaintiffs subsequently appealed and such appeals remain pending before the Court of Appeals for the District of Columbia Circuit. The Authority can provide no assurance as to the outcome of these appeals or any future litigation.

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 carrying value of the land totaling approximately $20.0 million, which was included in property and equipment, net, in the accompanying 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 receivables, net, and other assets, net, in the accompanying consolidated balance sheet as of September 30, 2015.

Construction of the Cowlitz Project commenced on September 18, 2015. The Authority can provide no assurance that remaining permits or approvals related to construction and opening or other remaining steps and conditions for the Cowlitz Project site to be approved for gaming will be satisfied. 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.

In light of the aforementioned and the uncertainty in the development of the Cowlitz Project, the Authority maintains a reserve for doubtful collection of the Salishan-Mohegan receivables, which is based on the Authority’s estimate of the probability that the receivables will be collected. As of September 30, 2015 and 2014, the Salishan-Mohegan receivables, including accrued interest, totaled $90.7 million and $56.8 million, respectively. As of September 30, 2015 and 2014, related reserves for doubtful collection totaled $21.2 million and $17.0 million, respectively. The Salishan-Mohegan receivables were included in other assets, net, in the accompanying consolidated balance sheets.

On December 4, 2015, the Cowlitz Tribal Gaming Authority (the “CTGA”) closed on its financing for the Cowlitz Project. The financing provides funding for construction of the Cowlitz Project and a partial repayment of the Salishan-Mohegan receivables. In connection with this transaction, Salishan-Mohegan was repaid $19.4 million

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of the Salishan-Mohegan receivables, a portion of which was used to repay certain outstanding debt of Salishan-Mohegan. In accordance with the terms of the development agreement, as amended, the remaining outstanding Salishan-Mohegan receivables are to be repaid in equal monthly installments over a seven-year period beginning in the first month following the opening of the Cowlitz Project, plus accrued interest at a rate equal to 1.0% above the Cowlitz Project financing rate, or 12.5%. Pursuant to the development agreement, repayment of the Salishan-Mohegan receivables may accelerate depending on the level of available cash at the end of each fiscal year, subject to certain conditions as set forth in the development agreement, including conditions of the Cowlitz financing. Also in connection with the Cowlitz financing, Salishan-Mohegan assigned the lease for the Cowlitz Project site to CTGA.

NOTE 13—MOHEGAN VENTURES WISCONSIN, LLC (MENOMINEE PROJECT):

In March 2007, the Authority formed MVW as its wholly-owned subsidiary and one of two original members in WTG, which was formed to participate in the Menominee Project, a proposed casino to be owned by the Menominee Tribe and to be located in Kenosha, Wisconsin. MVW now holds 100% membership interest in WTG. MVW and WTG are full and unconditional guarantors of the Authority’s outstanding indebtedness.

In connection with the Menominee Project, the Authority entered into a management agreement with the Menominee Tribe and the Menominee Kenosha Gaming Authority (the “MKGA”), and WTG purchased the development rights for the Menominee Project under a development agreement with the Menominee Tribe and the MKGA. In September 2010, WTG entered into a release and reimbursement agreement pursuant to which WTG: (1) relinquished its development rights and was relieved of its development obligations for the Menominee Project, (2) retained its rights to reimbursement of certain receivables related to reimbursable costs and expenses advanced by WTG on behalf of the Menominee Tribe for the Menominee Project, subject to certain conditions and (3) assigned the option to purchase the proposed Menominee Project site in Kenosha to MKGA. The Authority retained its interest in the management agreement. Due to the uncertainty in the development of the Menominee Project, as of September 30, 2008, the Authority fully reserved for these receivables and wrote-off the related development rights intangible asset. In February 2012, the MKGA terminated its efforts to seek NIGC approval of the management agreement. As of September 30, 2015, the WTG receivables remain fully reserved.

NOTE 14—INVESTMENT IN WNBA FRANCHISE:

In January 2003, the Authority formed MBC as its wholly-owned subsidiary to own and operate a professional basketball team in the WNBA. In January 2003, the Authority and MBC entered into a membership agreement with WNBA, LLC which sets forth the terms and conditions under which MBC acquired its membership in the WNBA and the right to own and operate a team. The Authority guaranteed the obligations of MBC under the membership agreement. MBC is a full and unconditional guarantor of the Authority’s outstanding indebtedness.

In connection with MBC’s acquisition of its membership in the WNBA and the right to own and operate a team, the Authority estimated the fair value of the initial player roster to be $4.8 million and the remaining $5.5 million of MBC’s aggregate investment was recognized as a franchise value.

The player roster value was amortized over seven years and became fully amortized in fiscal 2010. The franchise value is being amortized over thirty years and is assessed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. As of September 30, 2015 and 2014, accumulated amortization on the franchise value was $2.3 million and $2.1 million, respectively. Amortization expense associated with the franchise value totaled $183,000 for each of the fiscal years ended September 30, 2015, 2014 and 2013. The Authority expects to incur amortization expenses related to the franchise value of $183,000 for each of the next five fiscal years. The franchise value was included in intangible assets, net, in the accompanying consolidated balance sheets.

MBC currently owns approximately 4.2% of the membership interest in WNBA, LLC which is accounted for under the cost method. Under the terms of the Limited Liability Company Agreement of WNBA, LLC, if at any time, WNBA, LLC’s Board of Governors determines that additional funds are needed for WNBA, LLC’s or any league entity’s general business, the Board of Governors may require additional cash capital contributions. In such event, each member shall be obligated to contribute to WNBA, LLC an amount of cash equal to that member’s proportionate share of ownership. No such cash capital contribution has been required by WNBA, LLC through September 30, 2015.

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NOTE 15—SEGMENT REPORTING:

As of September 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 Fiscal Years Ended
(in thousands)	September 30, 2015			September 30, 2014			September 30, 2013
Net revenues:
Mohegan Sun	$	994,010		$	995,100		$	1,042,078
Mohegan Sun Pocono		295,135			296,578			296,648
Corporate and other		7,567			5,391			1,302
Inter-segment revenues		(5,092	)		(4,351	)		—
Total	$	1,291,620		$	1,292,718		$	1,340,028
Income (loss) from operations:
Mohegan Sun	$	212,211		$	181,325		$	212,680
Mohegan Sun Pocono		45,817			36,956			43,763
Corporate and other		(24,853	)		(36,873	)		(26,937	)
Total		233,175			181,408			229,506
Accretion of discount to the relinquishment liability		(227	)		(2,205	)		(4,974	)
Interest income		7,983			7,066			6,271
Interest expense, net of capitalized interest		(143,876	)		(147,933	)		(170,150	)
Loss on early extinguishment of debt		(3,987	)		(62,041	)		(11,516	)
Other expense, net		(929	)		(853	)		(1,595	)
Net income (loss)		92,139			(24,558	)		47,542
Loss attributable to non-controlling interests		2,255			380			2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	(24,178	)	$	50,326

	For the Fiscal Years Ended
(in thousands)	September 30, 2015		September 30, 2014		September 30, 2013
Capital expenditures incurred:
Mohegan Sun	$	24,521	$	19,518	$	27,652
Mohegan Sun Pocono		5,448		3,946		4,673
Corporate and other		55		9,164		33,728
Total	$	30,024	$	32,628	$	66,053

F-33

(in thousands)	September 30, 2015		September 30, 2014
Total assets:
Mohegan Sun	$	1,332,458	$	1,368,352
Mohegan Sun Pocono		555,449		551,655
Corporate and other		132,226		115,524
Total	$	2,020,133	$	2,035,531

NOTE 16—SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of September 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 15 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 September 30, 2015 and 2014 and for the fiscal years ended September 30, 2015, 2014 and 2013 is as follows (in thousands):

F-34

CONDENSED CONSOLIDATING BALANCE SHEETS

	September 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	$	42,093	$	22,167	$	1,494		$	—		$	65,754
Restricted cash		62		1,661		39			—			1,762
Receivables, net		29,134		3,585		22,871			(1,646	)		53,944
Inventories		14,401		1,145		—			—			15,546
Other current assets		15,569		2,928		33			—			18,530
Total current assets		101,259		31,486		24,437			(1,646	)		155,536
Non-current assets:
Property and equipment, net		1,098,588		214,778		38,689			—			1,352,055
Goodwill		—		39,459		—			—			39,459
Other intangible assets, net		120,281		284,418		2,019			—			406,718
Other assets, net		10,711		4,017		57,597			(5,960	)		66,365
Inter-company receivables		254,348		94,033		—			(348,381	)		—
Investment in subsidiaries		328,462		—		—			(328,462	)		—
Total assets	$	1,913,649	$	668,191	$	122,742		$	(684,449	)	$	2,020,133
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	46,248	$	—	$	2,946		$	—		$	49,194
Due to Mohegan Tribe		—		—		6,000			—			6,000
Current portion of capital leases		824		48		—			(48	)		824
Trade payables		12,365		2,564		87			—			15,016
Construction payables		11,149		1,888		100			—			13,137
Accrued interest payable		5,461		—		6,594			—			12,055
Other current liabilities		108,911		29,699		4,268			(1,598	)		141,280
Total current liabilities		184,958		34,199		19,995			(1,646	)		237,506
Non-current liabilities:
Long-term debt, net of current portion		1,555,487		—		38,243			—			1,593,730
Due to Mohegan Tribe, net of current portion		—		—		17,420			—			17,420
Capital leases, net of current portion		1,521		5,770		—			(5,770	)		1,521
Other long-term liabilities		1,915		—		—			—			1,915
Inter-company payables		—		246,380		102,001			(348,381	)		—
Accumulated losses in excess of investment in subsidiaries		—		40,873		—			(40,873	)		—
Total liabilities		1,743,881		327,222		177,659			(396,670	)		1,852,092
Capital:
Retained earnings		169,768		340,969		(55,157	)		(286,128	)		169,452
Mohegan Tribal Gaming Authority capital		169,768		340,969		(55,157	)		(286,128	)		169,452
Non-controlling interests		—		—		240			(1,651	)		(1,411	)
Total capital		169,768		340,969		(54,917	)		(287,779	)		168,041
Total liabilities and capital	$	1,913,649	$	668,191	$	122,742		$	(684,449	)	$	2,020,133

(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.

F-35

	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		8,768		3,970		48,505			(6,312	)		54,931
Inter-company receivables		228,122		65,981		—			(294,103	)		—
Investment in subsidiaries		325,651		—		—			(325,651	)		—
Total assets	$	1,915,720	$	636,968	$	109,730		$	(626,887	)	$	2,035,531
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	28,887	$	—	$	415		$	—		$	29,302
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		174,587		35,537		13,988			(821	)		223,291
Non-current liabilities:
Long-term debt, net of current portion		1,611,107		—		44,428			—			1,655,535
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		1,790,346		298,597		154,476			(332,715	)		1,910,704
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	$	1,915,720	$	636,968	$	109,730		$	(626,887	)	$	2,035,531

(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.

F-36

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)

	For the Fiscal Year Ended September 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	861,919		$	271,801		$	—		$	—		$	1,133,720
Food and beverage		60,687			28,913			120			—			89,720
Hotel		44,836			5,660			—			—			50,496
Retail, entertainment and other		94,457			17,072			8,593			(5,092	)		115,030
Gross revenues		1,061,899			323,446			8,713			(5,092	)		1,388,966
Less-Promotional allowances		(74,994	)		(20,109	)		(14	)		(2,229	)		(97,346	)
Net revenues		986,905			303,337			8,699			(7,321	)		1,291,620
Operating costs and expenses:
Gaming		457,948			193,952			—			—			651,900
Food and beverage		32,964			8,590			—			—			41,554
Hotel		14,062			5,724			—			(4,852	)		14,934
Retail, entertainment and other		39,353			6,029			2,626			(2,229	)		45,779
Advertising, general and administrative		158,230			31,427			14,050			(14,783	)		188,924
Corporate		16,584			—			—			14,543			31,127
Depreciation and amortization		63,071			13,371			1,138			—			77,580
Loss on disposition of assets		1,007			11			—			—			1,018
Severance		3,244			126			—			—			3,370
Impairment of Project Horizon		2,502			—			—			—			2,502
Relinquishment liability reassessment		(243	)		—			—			—			(243	)
Total operating costs and expenses		788,722			259,230			17,814			(7,321	)		1,058,445
Income (loss) from operations		198,183			44,107			(9,115	)		—			233,175
Other income (expense):
Accretion of discount to the relinquishment liability		(227	)		—			—			—			(227	)
Interest income		43			7,424			8,346			(7,830	)		7,983
Interest expense, net of capitalized interest		(95,485	)		(39,992	)		(16,229	)		7,830			(143,876	)
Loss on early extinguishment of debt		(3,987	)		—			—			—			(3,987	)
Loss on interests in subsidiaries		(4,144	)		(9,193	)		—			13,337			—
Other income (expense), net		11			—			(940	)		—			(929	)
Total other expense		(103,789	)		(41,761	)		(8,823	)		13,337			(141,036	)
Net income (loss)		94,394			2,346			(17,938	)		13,337			92,139
Loss attributable to non-controlling interests		—			—			835			1,420			2,255
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	2,346		$	(17,103	)	$	14,757		$	94,394

(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.

F-37

	For the Fiscal Year Ended September 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	858,780		$	274,783		$	—		$	—		$	1,133,563
Food and beverage		62,273			29,382			—			—			91,655
Hotel		42,921			4,389			—			—			47,310
Retail, entertainment and other		101,506			16,515			5,464			(4,351	)		119,134
Gross revenues		1,065,480			325,069			5,464			(4,351	)		1,391,662
Less-Promotional allowances		(76,618	)		(20,567	)		(17	)		(1,742	)		(98,944	)
Net revenues		988,862			304,502			5,447			(6,093	)		1,292,718
Operating costs and expenses:
Gaming		488,293			198,728			—			—			687,021
Food and beverage		32,348			9,134			—			—			41,482
Hotel		15,287			4,631			—			(4,111	)		15,807
Retail, entertainment and other		45,876			6,780			—			(1,711	)		50,945
Advertising, general and administrative		155,668			35,075			27,927			(28,031	)		190,639
Corporate		13,276			—			—			27,760			41,036
Depreciation and amortization		65,406			13,814			906			—			80,126
(Gain) loss on disposition of assets		(12	)		3			—			—			(9	)
Pre-opening		—			1,187			—			—			1,187
Impairment of Project Horizon		4,981			—			—			—			4,981
Relinquishment liability reassessment		(1,905	)		—			—			—			(1,905	)
Total operating costs and expenses		819,218			269,352			28,833			(6,093	)		1,111,310
Income (loss) from operations		169,644			35,150			(23,386	)		—			181,408
Other income (expense):
Accretion of discount to the relinquishment liability		(2,205	)		—			—			—			(2,205	)
Interest income		88			4,704			7,306			(5,032	)		7,066
Interest expense, net of capitalized interest		(97,380	)		(42,583	)		(13,002	)		5,032			(147,933	)
Loss on early extinguishment of debt		(62,041	)		—			—			—			(62,041	)
Loss on interests in subsidiaries		(32,449	)		(24,848	)		—			57,297			—
Other income (expense), net		165			—			(1,018	)		—			(853	)
Total other expense		(193,822	)		(62,727	)		(6,714	)		57,297			(205,966	)
Net loss		(24,178	)		(27,577	)		(30,100	)		57,297			(24,558	)
Loss attributable to non-controlling interests		—			—			—			380			380
Net loss attributable to Mohegan Tribal Gaming Authority	$	(24,178	)	$	(27,577	)	$	(30,100	)	$	57,677		$	(24,178	)

(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.

F-38

	For the Fiscal Year Ended September 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	911,180		$	279,022		$	—		$	—		$	1,190,202
Food and beverage		59,334			26,917			—			—			86,251
Hotel		40,873			—			—			—			40,873
Retail, entertainment and other		100,545			16,679			1,575			(240	)		118,559
Gross revenues		1,111,932			322,618			1,575			(240	)		1,435,885
Less-Promotional allowances		(76,407	)		(17,300	)		(4	)		(2,146	)		(95,857	)
Net revenues		1,035,525			305,318			1,571			(2,386	)		1,340,028
Operating costs and expenses:
Gaming		507,069			201,860			—			—			708,929
Food and beverage		33,297			8,280			(2	)		—			41,575
Hotel		14,339			—			—			—			14,339
Retail, entertainment and other		40,371			5,589			—			(2,101	)		43,859
Advertising, general and administrative		159,869			32,997			13,373			(13,566	)		192,673
Corporate		14,841			—			—			13,281			28,122
Depreciation and amortization		67,097			13,220			—			—			80,317
Loss on disposition of assets		222			19			—			—			241
Severance		(146	)		175			—			—			29
Pre-opening		—			687			—			—			687
Relinquishment liability reassessment		(249	)		—			—			—			(249	)
Total operating costs and expenses		836,710			262,827			13,371			(2,386	)		1,110,522
Income (loss) from operations		198,815			42,491			(11,800	)		—			229,506
Other income (expense):
Accretion of discount to the relinquishment liability		(4,974	)		—			—			—			(4,974	)
Interest income		146			2,320			6,064			(2,259	)		6,271
Interest expense, net of capitalized interest		(118,303	)		(44,126	)		(9,980	)		2,259			(170,150	)
Loss on early extinguishment of debt		(11,516	)		—			—			—			(11,516	)
Loss on interests in subsidiaries		(13,834	)		(7,389	)		—			21,223			—
Other expense, net		(8	)		—			(1,587	)		—			(1,595	)
Total other expense		(148,489	)		(49,195	)		(5,503	)		21,223			(181,964	)
Net income (loss)		50,326			(6,704	)		(17,303	)		21,223			47,542
Loss attributable to non-controlling interests		—			—			—			2,784			2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	50,326		$	(6,704	)	$	(17,303	)	$	24,007		$	50,326

(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.

F-39

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

	For the Fiscal Year Ended September 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)	$	94,394		$	2,346		$	(17,938	)	$	13,337		$	92,139
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		63,071			13,371			1,138			—			77,580
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	)
Loss on early extinguishment of debt		2,269			—			—			—			2,269
Proceeds from bond premiums		2,125			—			—			—			2,125
Payments of tender offer costs and discounts		(2,894	)		—			—			—			(2,894	)
Amortization of debt issuance costs and accretion of bond premiums and discounts		7,453			—			318			—			7,771
Provision for losses on receivables		1,350			299			4,229			—			5,878
Impairment of Project Horizon		2,502			—			—			—			2,502
Loss on disposition of assets		1,007			11			—			—			1,018
Loss from unconsolidated affiliates		31			—			941			—			972
Inter-company transactions		(35,724	)		41,355			7,695			(13,326	)		—
Changes in operating assets and liabilities:
Increase in receivables		(2,699	)		(1,247	)		(2,264	)		870			(5,340	)
(Increase) decrease in inventories		(1,062	)		60			—			—			(1,002	)
Increase in other assets		(2,756	)		(1,806	)		(7,544	)		(46	)		(12,152	)
Increase (decrease) in trade payables		(6,394	)		(2,617	)		27			—			(8,984	)
Decrease in accrued interest		(264	)		—			(146	)		—			(410	)
Increase (decrease) in other liabilities		14,527			908			(5,860	)		(835	)		8,740
Net cash flows provided by (used in) operating activities		136,142			52,680			(19,404	)		—			169,418
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables		(17,221	)		(4,651	)		(588	)		—			(22,460	)
Issuance of third-party loans and advances		—			—			(4,080	)		—			(4,080	)
Payments received on third-party loans		157			—			—			—			157
(Increase) decrease in restricted cash, net		(32	)		(1,746	)		252			—			(1,526	)
Proceeds from asset sales		1,602			13			—			—			1,615
Investments in the New England Black Wolves		—			—			(500	)		—			(500	)
Inter-company transactions		6,687			(20,731	)		45			13,999			—
Net cash flows used in investing activities		(8,807	)		(27,115	)		(4,871	)		13,999			(26,794	)
Cash flows provided by (used in) financing activities:
Senior Secured Credit Facility borrowings - Revolving		442,000			—			—			—			442,000
Senior Secured Credit Facility repayments - Revolving		(458,000	)		—			—			—			(458,000	)
Senior Secured Credit Facility repayments - Term Loan A		(7,756	)		—			—			—			(7,756	)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount		87,911			—			—			—			87,911
Senior Secured Credit Facility repayments - Term Loan B		(5,339	)		—			—			—			(5,339	)
Line of Credit borrowings		446,935			—			—			—			446,935
Line of Credit repayments		(449,976	)		—			—			—			(449,976	)
Repayments to Mohegan Tribe		—			—			(2,250	)		—			(2,250	)
Proceeds from issuance of Senior Unsecured Notes, net of premiums		85,000			—			—			—			85,000
Repayments of other long-term debt		(182,269	)		—			(4,547	)		—			(186,816	)
Principal portion of relinquishment liability payments		(24,400	)		—			—			—			(24,400	)

F-40

	For the Fiscal Year Ended September 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)		Consolidating/ Eliminating Adjustments			Consolidated
Distributions to Mohegan Tribe		(50,000	)		—			—		—			(50,000	)
Payments of financing fees		(2,360	)		—			—		—			(2,360	)
Payments on capital lease obligations		(927	)		(45	)		—		45			(927	)
Inter-company transactions		—			(18,120	)		32,164		(14,044	)		—
Net cash flows provided by (used in) financing activities		(119,181	)		(18,165	)		25,367		(13,999	)		(125,978	)
Net increase in cash and cash equivalents		8,154			7,400			1,092		—			16,646
Cash and cash equivalents at beginning of year		33,939			14,767			402		—			49,108
Cash and cash equivalents at end of year	$	42,093		$	22,167		$	1,494	$	—		$	65,754

(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 Fiscal Year Ended September 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	$	(24,178	)	$	(27,577	)	$	(30,100	)	$	57,297		$	(24,558	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization		65,406			13,814			906			—			80,126
Relinquishment liability reassessment		(1,905	)		—			—			—			(1,905	)
Accretion of discount to the relinquishment liability		2,205			—			—			—			2,205
Cash paid for accretion of discount to the relinquishment liability		(2,897	)		—			—			—			(2,897	)
Loss on early extinguishment of debt		58,245			—			—			—			58,245
Payments of tender offer costs and discounts		(48,155	)		—			—			—			(48,155	)
Amortization of debt issuance costs and accretion of bond discounts		7,719			—			318			—			8,037
Provision for losses on receivables		2,368			390			3,388			—			6,146
Impairment of Project Horizon		4,981			—			—			—			4,981
(Gain) loss on disposition of assets		(12	)		3			—			—			(9	)
(Gain) loss from unconsolidated affiliates		(178	)		—			1,004			—			826
Inter-company transactions		(9,896	)		62,401			4,783			(57,288	)		—
Changes in operating assets and liabilities:
Increase in receivables		(6,622	)		(310	)		(1,783	)		1,556			(7,159	)
Increase in inventories		(411	)		(143	)		—			—			(554	)
(Increase) decrease in other assets		3,236			(77	)		(5,888	)		(802	)		(3,531	)
Increase (decrease) in trade payables		9,858			3,568			(7	)		—			13,419
Decrease in accrued interest		(12,891	)		—			(1,746	)		—			(14,637	)
Increase (decrease) in other liabilities		(4,587	)		(573	)		8,359			(763	)		2,436
Net cash flows provided by (used in) operating activities		42,286			51,496			(20,766	)		—			73,016
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables		(18,629	)		(4,250	)		(12,200	)		—			(35,079	)
Issuance of third-party loans and advances		—			—			(1,804	)		—			(1,804	)
Payments received on third-party loans		644			—			—			—			644
Decrease in restricted cash, net		53			1,583			12,043			—			13,679
Proceeds from asset sales		104			30			—			—			134
Investments in unconsolidated affiliates		—			—			(29	)		—			(29	)
Inter-company transactions		27,195			(24,222	)		45			(3,018	)		—
Net cash flows provided by (used in) investing activities		9,367			(26,859	)		(1,945	)		(3,018	)		(22,455	)
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	)

F-41

	For the Fiscal Year Ended September 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total Non- Guarantor Subsidiaries and Entities(2)			Consolidating/ Eliminating Adjustments		Consolidated
Senior Secured Credit Facility borrowings – Revolving		310,000			—			—			—		310,000
Senior Secured Credit Facility repayments – Revolving		(273,000	)		—			—			—		(273,000	)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount		124,343			—			—			—		124,343
Senior Secured Credit Facility repayments - Term Loan A		(3,125	)		—			—			—		(3,125	)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount		720,952			—			—			—		720,952
Senior Secured Credit Facility repayments - Term Loan B		(5,475	)		—			—			—		(5,475	)
Line of Credit borrowings		356,796			—			—			—		356,796
Line of Credit repayments		(353,755	)		—			—			—		(353,755	)
Repayments to Mohegan Tribe		—			—			(3,250	)		—		(3,250	)
Repayments of other long-term debt		(212,270	)		—			(53	)		—		(212,323	)
Principal portion of relinquishment liability payments		(46,574	)		—			—			—		(46,574	)
Distributions to Mohegan Tribe		(50,000	)		—			—			—		(50,000	)
Payments of financing fees		(12,395	)		—			—			—		(12,395	)
Payments on capital lease obligations		(2,168	)		(45	)		—			45		(2,168	)
Inter-company transactions		—			(28,480	)		25,507			2,973		—
Net cash flows provided by (used in) financing activities		(61,774	)		(28,525	)		22,204			3,018		(65,077	)
Net decrease in cash and cash equivalents		(10,121	)		(3,888	)		(507	)		—		(14,516	)
Cash and cash equivalents at beginning of year		44,060			18,655			909			—		63,624
Cash and cash equivalents at end of year	$	33,939		$	14,767		$	402		$	—	$	49,108

(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 Fiscal Year Ended September 30, 2013
	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)	$	50,326			(6,704	)		(17,303	)		21,223			47,542
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		67,097			13,220			—			—			80,317
Relinquishment liability reassessment		(249	)		—			—			—			(249	)
Accretion of discount to the relinquishment liability		4,974			—			—			—			4,974
Cash paid for accretion of discount to the relinquishment liability		(5,792	)		—			—			—			(5,792	)
Loss on early extinguishment of debt		4,531			—			—			—			4,531
Payments of tender offer costs and discounts		(3,104	)		—			—			—			(3,104	)
Amortization of debt issuance costs and accretion of bond discounts		11,968			—			317			—			12,285
Amortization of net deferred gain on settlement of derivative instruments		(76	)		—			—			—			(76	)
Provision for losses on receivables		951			103			2,382			—			3,436
Loss on disposition of assets		222			19			—			—			241
(Gain) loss from unconsolidated affiliates		(11	)		—			1,564			—			1,553
Inter-company transactions		(30,508	)		49,282			2,449			(21,223	)		—
Changes in operating assets and liabilities:
(Increase) decrease in receivables		495			(1,011	)		(132	)		—			(648	)
Decrease in inventories		326			122			—			—			448
(Increase) decrease in other assets		8,255			41			(5,537	)		—			2,759
Increase (decrease) in trade payables		(2,367	)		265			(41	)		—			(2,143	)
Increase (decrease) in accrued interest		(23,183	)		—			117			—			(23,066	)

F-42

	For the Fiscal Year Ended September 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non- Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Increase (decrease) in other liabilities		(21,440	)		(773	)		2,156			—			(20,057	)
Net cash flows provided by (used in) operating activities		62,415			54,564			(14,028	)		—			102,951
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables		(24,774	)		(4,481	)		(30,342	)		—			(59,597	)
Issuance of third-party loans and advances		—			—			(2,033	)		—			(2,033	)
Payments received on third-party loans		139			—			—			—			139
(Increase) decrease in restricted cash, net		—			(423	)		33,501			—			33,078
Proceeds from asset sales		208			8			—			—			216
Investments in unconsolidated affiliates		—			—			(4,971	)		—			(4,971	)
Inter-company transactions		24,289			(22,468	)		—			(1,821	)		—
Net cash flows used in investing activities		(138	)		(27,364	)		(3,845	)		(1,821	)		(33,168	)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility borrowings – Revolving		3,000			—			—			—			3,000
Prior Bank Credit Facility repayments – Revolving		(3,000	)		—			—			—			(3,000	)
Prior Bank Credit Facility repayments – Term		(4,000	)		—			—			—			(4,000	)
Line of Credit borrowings		24,897			—			—			—			24,897
Line of Credit repayments		(24,897	)		—			—			—			(24,897	)
Repayments to Mohegan Tribe		—			—			(9,950	)		—			(9,950	)
Proceeds from issuance of Senior Unsecured Notes		500,000			—			—			—			500,000
Repayments of other long-term debt		(495,561	)		—			(40	)		—			(495,601	)
Principal portion of relinquishment liability payments		(45,350	)		—			—			—			(45,350	)
Distributions to Mohegan Tribe		(50,000	)		—			—			—			(50,000	)
Payments of financing fees		(11,757	)		—			(200	)		—			(11,957	)
Payments on capital lease obligations		(3,385	)		—			—			—			(3,385	)
Inter-company transactions		—			(30,302	)		28,481			1,821			—
Net cash flows provided by (used in) financing activities		(110,053	)		(30,302	)		18,291			1,821			(120,243	)
Net increase (decrease) in cash and cash equivalents		(47,776	)		(3,102	)		418			—			(50,460	)
Cash and cash equivalents at beginning of year		91,836			21,757			491			—			114,084
Cash and cash equivalents at end of year	$	44,060		$	18,655		$	909		$	—		$	63,624

(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.

NOTE 17—SUBSEQUENT EVENTS:

Facility Agreement

On November 18, 2015, the Authority entered into an agreement (the “Facility Agreement”) by and among the Authority, the Tribe and UBS AG, London Branch (“UBS”). Pursuant to the Facility Agreement, the Authority may issue, from time to time, to UBS or its designee, senior unsecured notes in an aggregate principal amount of up to $200.0 million, with varying amounts, borrowing dates, maturities and interest rates, as may be agreed with UBS or its designee.

                On November 20, 2015, pursuant to the Facility Agreement, the Authority entered into a note purchase agreement (the “Note Purchase Agreement”) by and among the Authority, the Tribe and the purchaser named therein (the “Purchaser”). In accordance with the Note Purchase Agreement, the Authority issued floating rate senior notes due 2017 in an aggregate principal amount of $100.0 million (the “Notes”) to the Purchaser in a private offering that closed on November 20, 2015. The Notes are senior unsecured obligations of the Authority. Pursuant to a guarantee agreement dated November 20, 2015, certain of the Authority’s subsidiaries, which are the same Guarantors that guarantee the Authority’s Senior Secured Credit Facilities and senior unsecured and senior subordinated notes, have guaranteed the Notes. The Notes bear interest at a rate per annum equal to LIBOR plus 4.45%, payable quarterly. The Notes mature on December 15, 2017. The Authority used the net proceeds from the Notes to refinance existing indebtedness and to finance new development opportunities.

F-43

The Authority may redeem the Notes at any time, in whole or in part, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued interest to the date of redemption, customary breakage costs, a “make-whole amount,” and, if redeemed within one year of the date of issuance, a premium of 0.25%. If the Authority experiences specific kinds of change of control events, undertakes certain types of asset sales or experiences certain swap-related credit determinations, it will be required to make an offer to purchase the Notes at the purchase prices set forth in the Note Purchase Agreement. In addition, if any gaming regulatory authority requires a holder of the Notes to be licensed, qualified or found suitable under applicable gaming laws, and such holder does not obtain such license, qualification or finding of suitability within a specified time, the Authority can call for redemption of the Notes held by such holder.

The 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 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 Notes are also effectively subordinated to any indebtedness and other liabilities (including trade payables) of the Authority’s subsidiaries that do not guarantee the Notes. The Notes rank equally in right of payment with the Authority’s other unsecured, unsubordinated indebtedness, including trade payables. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The Note Purchase Agreement contains certain covenants that, subject to certain significant exceptions, limit, among other things, the Authority’s 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 Note Purchase Agreement includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, certain cross-defaults, certain events of bankruptcy and insolvency and certain judgment defaults.

2015 Mohegan Tribe Promissory Note

On November 16, 2015, the Tribe made a $22.5 million loan to Mohegan Gaming Advisors (the “2015 Mohegan Tribe Promissory Note”). The 2015 Mohegan Tribe Promissory Note matures on April 15, 2016. The 2015 Mohegan Tribe Promissory Note accrues interest at an annual rate of 5.0% and requires a principal payment of $8.5 million, plus accrued interest, on January 15, 2016, with the remaining principal amount, plus accrued interest, due at maturity.

New Downs Lodging Credit Facility

On November 25, 2015, Downs Lodging repaid and terminated the Downs Lodging Credit Facility with proceeds from a new credit agreement providing for a $25.0 million term loan from a third-party lender (the “New Downs Lodging Credit Facility”) and a cash payment of the remaining principal amount outstanding under the Downs Lodging Credit Facility, plus accrued interest and fees. The New Downs Lodging Credit Facility matures on November 24, 2019, subject to earlier maturity in the event that 5.0% or more of the Authority’s total funded indebtedness matures prior to that date, in which case the New Downs

Lodging Credit Facility matures six months prior to such date. Principal outstanding under the New Downs Lodging Credit Facility amortizes in equal monthly amounts of approximately $260,000 commencing January 1, 2016, with the remaining balance due at maturity. The New Downs Lodging Credit Facility accrues interest as follows: (i) for base rate loans, at a base rate equal to the greater of (a) the prime rate and (b) the federal funds rate plus 50 basis points (the greater of (a) and (b), the “base rate”), plus 250 basis points and (ii) for Eurodollar rate loans, at the applicable LIBOR rate plus 350 basis points. Interest on base rate loans is payable monthly. Interest on Eurodollar rate loans is payable at the end of each applicable interest period.

F-44

The New Downs Lodging Credit Facility is a senior secured obligation of Downs Lodging, collateralized by all existing and future assets of Downs Lodging. The New Downs Lodging Credit Facility subjects Downs Lodging to certain covenant requirements customarily found in loan agreements for similar transactions. Additionally, the New Downs Lodging Credit Facility includes a financial maintenance covenant pertaining to minimum debt service coverage.

F-45

MOHEGAN TRIBAL GAMING AUTHORITY

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2015, 2014 and 2013

(in thousands)

	Column A		Column B		Column C		Column D
	Balances at Beginning of Year		Charges to Costs and Expenses		Deductions from Reserves (1)		Balances at End of Year
Description:
Fiscal Year ended September 30, 2015
Reserves and allowances deducted from asset accounts:
Reserves for uncollectible accounts:	$	38,636	$	5,878	$	2,179	$	42,335
Fiscal Year ended September 30, 2014
Reserves and allowances deducted from asset accounts:
Reserves for uncollectible accounts:	$	34,420	$	6,146	$	1,930	$	38,636
Fiscal Year Ended September 30, 2013
Reserves and allowances deducted from asset accounts:
Reserves for uncollectible accounts:	$	30,998	$	3,436	$	14	$	34,420

(1) Deductions from reserves include write-off of uncollectible accounts, net of recoveries of accounts previously written-off.

F-46

$85,000,000

Mohegan Tribal Gaming Authority

Offer To Exchange

9.75% Senior Notes due 2021,

Which Have Been Registered Under the Securities Act,

For Any And All Outstanding

9.75% Senior Notes due 2021 issued on August 11, 2015

Interest Payable March 1 and September 1, Beginning on March 1, 2016

PROSPECTUS

            , 2016

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

All current and former officers, employees and members of the Authority are entitled to be indemnified by the Authority pursuant to Section 7 of Mohegan Tribal Ordinance No. 95-2, the ordinance that established the Authority, “against reasonable expenses actually and necessarily incurred by that person in connection with the defense of any action, suit or proceeding in which that person is made a party by reason of being, or having been, such officer, employee or member of the Authority.” Indemnification is not available in the event of an adjudication of liability for negligence or misconduct in the performance of duty or for actions beyond the scope of employment. The Authority also may reimburse such persons for the reasonable costs of settlements of actions, suits or proceedings (so long as such settlements do not involve findings of neglect, misconduct or ultra vires acts) deemed by the Management Board to be in the best interests of the Authority.

The officers of MBC and Mohegan Ventures-NW are entitled to indemnification pursuant to Section 8.5 of their respective operating agreements and Mohegan Tribal Ordinance 2000-08, the Mohegan Tribe Limited Liability Company Code, which we refer to herein as the LLC Code. Section 8.5 of MBC and Mohegan Ventures-NW ’s operating agreements indemnifies officers from and against any claim by a third party seeking monetary damages arising out of the performance of the managers’ duties in good faith and in accordance with the operating agreement and the LLC Code.

The managers and officers of MVW are entitled to indemnification pursuant to Section 8.5 of MVW’s operating agreement and the LLC Code. Section 8.5 of MVW’s operating agreement indemnifies managers and officers from and against any claim by a third party seeking monetary damages arising out of the performance of the managers’ or officers’ duties in good faith and in accordance with the operating agreement and the LLC Code.

The managers of Mohegan Golf are entitled to indemnification pursuant to Section 8.6 of Mohegan Golf’s operating agreement and the LLC Code. Section 8.6 of Mohegan Golf’s operating agreement indemnifies managers from and against any claim by a third party seeking monetary damages arising out of the performance of the managers’ duties in good faith and in accordance with the operating agreement and the LLC Code.

Additionally, the LLC Code provides that if a manager is successful on the merits, or otherwise in defense, of any claim, suit, or matter, therein, such manager shall be indemnified by the members of a limited liability company against expense, including attorneys’ fees, that the manager actually and reasonably incurred.

Pennsylvania law provides that limited liability companies and limited partnerships must indemnify every partner, member and manager in respect of payments made and personal liabilities reasonably incurred by such partner, member or manager in the ordinary and proper conduct of the company’s business or for the preservation of the company’s business or property. Limited liability companies or limited partnerships are required to pay expenses incurred by partners, members and managers in defending any action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the limited liability company or limited partnership. In addition, Pennsylvania law permits limited liability companies and limited partnerships to provide to officers, employees and other persons similar indemnification as the one provided by the Authority.

The Pocono subsidiaries provide indemnification to managers, officers, employees and agents to the fullest extent permitted by Pennsylvania law.

Pursuant to the Delaware Limited Liability Company Act (the “DLLCA”), subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

II-1

The managers and officers of MTGA Gaming and WTG are entitled to indemnification pursuant to Section 7.6 of their respective operating agreements and the DLLCA. Section 7.6 of the respective operating agreements of MTGA Gaming and WTG indemnifies managers and officers from and against any claim by a third party seeking monetary damages arising out of the performance of the managers’ or officers’ duties in good faith and in accordance with the operating agreement and the DLLCA.

We have in force and effect policies insuring our partners, members, managers and officers against losses which they or any of them will become legally obligated to pay by reason of any actual or alleged error or misstatement or misleading statement or act or omission or neglect or breach of duty by such partner, member, manager or officer in the discharge of their duties, individually or collectively, or any matter claimed against them solely by reason of their being partners, members, managers or officers. Such coverage is limited by the specific terms and provisions of the insurance policies.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits.

See the Exhibit Index immediately following the signature pages included in this registration statement, which Exhibit Index is incorporated herein by reference.

(b) Financial Statement Schedules.

The following schedule appears on page S-1 in this Registration Statement on Form S-4 and is incorporated by reference herein: Schedule II—Valuation and Qualifying Accounts and Reserves for the fiscal years ended September 30, 2015, 2014 and 2013

All other financial statement schedules have been omitted because they are not applicable or the required information is included in the consolidated financial statements or the notes thereto.

Item 22. Undertakings.

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of the prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

II-2

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) Each of the undersigned registrants hereby undertakes to supply by means of post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of a registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

MOHEGAN TRIBAL GAMING AUTHORITY
By:	/s/ KEVIN P. BROWN
Kevin P. Brown Chairman and Member, Management Board

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ KEVIN P. BROWN Kevin P. Brown	Chairman and Member, Management Board
/s/ RALPH JAMES GESSNER, JR. Ralph James Gessner, Jr.	Vice-Chairman and Member, Management Board
/s/ ROBERT J. SOPER Robert J. Soper	President and Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer)
/s/ MARIO KONTOMERKOS Mario Kontomerkos	Chief Financial Officer, Mohegan Tribal Gaming Authority (Principal Financial and Accounting Officer)
/s/ CHERYL A. TODD Cheryl A. Todd	Recording Secretary and Member, Management Board
/s/ KATHLEEN M. REGAN-PYNE Kathleen M. Regan-Pyne	Corresponding Secretary and Member, Management Board
/s/ THAYNE D. HUTCHINS, JR. Thayne D. Hutchins, Jr.	Treasurer and Member, Management Board
/s/ MARK F. BROWN Mark F. Brown	Member, Management Board
/s/ BRUCE S. BOZSUM Bruce S. Bozsum	Member, Management Board
/s/ WILLIAM QUIDGEON, JR. William Quidgeon, Jr.	Member, Management Board
/s/ JOSEPH W. SMITH Joseph W. Smith	Member, Management Board

II-4

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

MOHEGAN BASKETBALL CLUB LLC
By:	/s/ ROBERT J. SOPER
	Robert J. Soper President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ ROBERT J. SOPER Robert J. Soper	President (Principal Executive Officer)
/s/ MARIO KONTOMERKOS Mario Kontomerkos	Vice President and Treasurer (Principal Financial and Accounting Officer)
Mohegan Tribal Gaming Authority By: Robert J. Soper	Sole Member, Manager
/s/ ROBERT J. SOPER
Robert J. Soper

II-5

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

MOHEGAN COMMERCIAL VENTURES PA, LLC
By:	/s/ KEVIN P. BROWN
	Kevin P. Brown Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ KEVIN P. BROWN Kevin P. Brown	Manager
/s/ ROBERT J. SOPER Robert J. Soper	President and Manager (Principal Executive Officer)
/s/ MARIO KONTOMERKOS Mario Kontomerkos	Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

II-6

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

DOWNS RACING, L.P.
By:	Mohegan Commercial Ventures PA, LLC
Its:	General Partner
By:	/s/ ROBERT J. SOPER
	Robert J. Soper President and Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ KEVIN P. BROWN Kevin P. Brown	Manager of General Partner
/s/ ROBERT J. SOPER Robert J. Soper	President and Manager of General Partner (Principal Executive Officer)
/s/ MARIO KONTOMERKOS Mario Kontomerkos	Vice President, Secretary and Treasurer of General Partner (Principal Financial and Accounting Officer)

II-7

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

BACKSIDE, L.P.
By:	Mohegan Commercial Ventures PA, LLC
Its:	General Partner
By:	/s/ ROBERT J. SOPER
	Robert J. Soper President and Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ KEVIN P. BROWN Kevin P. Brown	Manager of General Partner
/s/ ROBERT J. SOPER Robert J. Soper	President and Manager of General Partner (Principal Executive Officer)
/s/ MARIO KONTOMERKOS Mario Kontomerkos	Vice President, Secretary and Treasurer of General Partner (Principal Financial and Accounting Officer)

II-8

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

MILL CREEK LAND, L.P.
By:	Mohegan Commercial Ventures PA, LLC
Its:	General Partner
By:	/s/ ROBERT J. SOPER
	Robert J. Soper President and Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ KEVIN P. BROWN Kevin P. Brown	Manager of General Partner
/s/ ROBERT J. SOPER Robert J. Soper	President and Manager of General Partner (Principal Executive Officer)
/s/ MARIO KONTOMERKOS Mario Kontomerkos	Vice President, Secretary and Treasurer of General Partner (Principal Financial and Accounting Officer)

II-9

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

NORTHEAST CONCESSIONS, L.P.
By:	Mohegan Commercial Ventures PA, LLC
Its:	General Partner
By:	/s/ ROBERT J. SOPER
	Robert J. Soper President and Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ KEVIN P. BROWN	Manager of General Partner
Kevin P. Brown
/s/ ROBERT J. SOPER	President and Manager of General Partner (Principal Executive Officer)
Robert J. Soper
/s/ MARIO KONTOMERKOS	Vice President, Secretary and Treasurer of General Partner (Principal Financial and Accounting Officer)
Mario Kontomerkos

II-10

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

MOHEGAN VENTURES-NORTHWEST, LLC
By:	/s/ KEVIN P. BROWN
	Kevin P. Brown Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ KEVIN P. BROWN	Manager
Kevin P. Brown
/s/ ROBERT J. SOPER	President and Manager (Principal Executive Officer)
Robert J. Soper
/s/ MARIO KONTOMERKOS	Treasurer (Principal Financial and Accounting Officer)
Mario Kontomerkos

II-11

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

MOHEGAN GOLF, LLC
By:	/s/ KEVIN P. BROWN
	Kevin P. Brown Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ ROBERT J. SOPER	Manager (Principal Executive Officer)
Robert J. Soper
/s/ MARIO KONTOMERKOS	Manager (Principal Financial and Accounting Officer)
Mario Kontomerkos

II-12

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

MOHEGAN VENTURES WISCONSIN, LLC
By:	Mohegan Tribal Gaming Authority
Its:	Sole Member and Manager
By:	/s/ ROBERT J. SOPER
	Robert J. Soper Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ ROBERT J. SOPER	Chief Executive Officer of Sole Member (Principal Executive Officer)
Robert J. Soper
/s/ MARIO KONTOMERKOS	Chief Financial Officer of Sole Member (Principal Financial and Accounting Officer)
Mario Kontomerkos
Mohegan Tribal Gaming Authority By: Robert J. Soper	Sole Member, Manager
/s/ ROBERT J. SOPER
Robert J. Soper

II-13

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

WISCONSIN TRIBAL GAMING, LLC
By:	/s/ KEVIN P. BROWN
	Kevin P. Brown Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ KEVIN P. BROWN	Manager
Kevin P. Brown
/s/ ROBERT J. SOPER	President and Manager (Principal Executive Officer)
Robert J. Soper
/s/ MARIO KONTOMERKOS	Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)
Mario Kontomerkos

II-14

SIGNATURES

Pursuant to the requirements of Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Uncasville, State of Connecticut, on January 29, 2016.

MTGA GAMING, LLC
By:	/s/ KEVIN P. BROWN
	Kevin P. Brown Manager

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Soper and Mario Kontomerkos, jointly and severally, each in his own capacity, his true and lawful attorney-in-fact, with full power of substitution, for him and his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents with full power and authority to do so and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities indicated below, on this 29th day of January, 2016.

Signatures	Title
/s/ KEVIN P. BROWN Kevin P. Brown	Manager
/s/ ROBERT J. SOPER Robert J. Soper	President and Manager (Principal Executive Officer)
/s/ MARIO KONTOMERKOS Mario Kontomerkos	Vice President, Secretary and Treasurer (Principal Financial and Accounting Officer)

II-15

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 (the “1996 Form S-1”) and incorporated by reference herein).
3.3	Articles of Organization of Mohegan Basketball Club, LLC, dated as of January 27, 2003 (filed as Exhibit 3.3 to the Authority’s Registration Statement on Form S-4, filed with the SEC on September 23, 2003 (the “2003 Form S-4”) and incorporated by reference herein).
3.4	Operating Agreement of Mohegan Basketball Club, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of January 24, 2003 (filed as Exhibit 3.4 to the 2003 Form S-4 and incorporated by reference herein).
3.5	Certificate of Organization of Mohegan Commercial Ventures PA, LLC, dated as of January 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).

II-16

Exhibit No.	Description
3.17	Articles of Organization of Mohegan Golf, LLC, dated as of November 20, 2006 (filed as Exhibit 3.17 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on December 21, 2006 (the “2006 Form 10-K”) and incorporated by reference herein).
3.18	Certificate of Formation of Wisconsin Tribal Gaming, LLC, dated as of February 27, 2007 (filed as Exhibit 3.18 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007, filed with the SEC on May 15, 2007 (the “March 2007 Form 10-Q”) and incorporated by reference herein).
3.19	Articles of Organization of Mohegan Ventures Wisconsin, LLC, dated as of March 1, 2007 (filed as Exhibit 3.19 to the March 2007 Form 10-Q and incorporated by reference herein).
3.20	Certificate of Formation of MTGA Gaming, LLC, dated as of July 27, 2007 (filed as Exhibit 3.20 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, 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 (the “1998 Form 10-K”) 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).

II-17

Exhibit No.	Description
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).
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 as Exhibit 4.13 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, filed with the SEC on August 14, 2015 (the “June 2015 Form 10-Q”) and incorporated by reference herein).

II-18

Exhibit No.	Description
5.1	Legal Opinion of Wachtell, Lipton, Rosen & Katz (filed herewith)
5.2	Legal Opinion of Rosenn, Jenkins & Greenwald LLP (filed herewith)
5.3	Legal Opinion of Rome McGuigan, P.C. (filed herewith)
10.1	The Mohegan Tribe—State of Connecticut Gaming Compact between the Mohegan Tribe of Indians of Connecticut and the State of Connecticut (filed as Exhibit 10.1 to the 1996 Form S-1 and incorporated by reference herein).
10.2	Agreement, dated as of April 25, 1994, between the Mohegan Tribe of Indians of Connecticut and the State of Connecticut resolving certain land claims (filed as Exhibit 10.2 to the 1996 Form S-1 and incorporated by reference herein).
10.3	Memorandum of Understanding, dated as of April 25, 1994, between the Mohegan Tribe of Indians of Connecticut and the State of Connecticut regarding implementation of the Compact and the Resolution Agreement (filed as Exhibit 10.3 to the 1996 Form S-1 and incorporated by reference herein).
10.4	Agreement, dated as of June 16, 1994, between the Mohegan Tribe of Indians of Connecticut and the Town of Montville, Connecticut (filed as Exhibit 10.4 to the 1996 Form S-1 and incorporated by reference herein).
10.5	Land Lease, dated as of September 29, 1995, between the Mohegan Tribe of Indians of Connecticut and the Mohegan Tribal Gaming Authority (filed as Exhibit 10.5 to the 1996 Form S-1 and incorporated by reference herein).
10.6	Amendment to the Land Lease, dated as of February 19, 1999, between the Mohegan Tribe of Indians of Connecticut and the Mohegan Tribal Gaming Authority (filed as Exhibit 10.6 to the Authority’s Registration Statement on Form S-4, filed with the SEC on April 21, 1999 and incorporated by reference herein).
10.7	Amendment to the Land Lease, dated as of March 6, 2007, between the Mohegan Tribe of Indians of Connecticut and the Mohegan Tribal Gaming Authority (filed as Exhibit 10.1 to the Authority’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007, filed with the SEC on August 13, 2007 and incorporated by reference herein).
10.8	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).
10.9	The Merrill Lynch Non-Qualified Deferred Compensation Plan Trust Agreement, dated as of September 1, 1998, between the Mohegan Tribal Gaming Authority and Merrill Lynch Trust (filed as Exhibit 10.16 to the 1998 Form 10-K and incorporated by reference herein).*
10.10	Priority Distribution Agreement, dated as of August 1, 2001, 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 period ended June 30, 2001, filed with the SEC on August 10, 2001 and incorporated by reference herein).
10.11	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).
10.12	Membership Agreement, dated as of January 28, 2003, between WNBA, LLC, the Mohegan Basketball Club, LLC, the Mohegan Tribal Gaming Authority and the Mohegan Tribe of Indians of Connecticut (filed as Exhibit 10.1 to the Authority’s Form 8-K filed with the SEC on January 30, 2003 and incorporated by reference herein).

II-19

Exhibit No.	Description
10.13	Management Agreement, dated as of September 21, 2004, between The Cowlitz Indian Tribe and Salishan-Mohegan, LLC (filed as Exhibit 10.30 to the Authority’s Registration Statement on Form S-4, filed with the SEC on November 1, 2004 (the “2004 Form S-4”) and incorporated by reference herein).
10.14	Development Agreement, dated as of September 21, 2004, between The Cowlitz Indian Tribe and Salishan-Mohegan, LLC (filed as Exhibit 10.31 to the 2004 Form S-4 and incorporated by reference herein).
10.15	Management Agreement, dated as of October 21, 2004, between the Menominee Indian Tribe of Wisconsin, the Menominee Kenosha Gaming Authority and the Mohegan Tribal Gaming Authority (filed as Exhibit 10.35 to the 2004 Form S-4 and incorporated by reference herein).
10.16	The Mohegan Retirement and 401(k) Plan Trust Agreement, dated as of July 1, 2005, between the Mohegan Tribe of Indians of Connecticut and Merrill Lynch Trust Company, FSB (filed as Exhibit 10.30 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2005, filed with the SEC on December 9, 2005 and incorporated by reference herein).*
10.17	Amended Employment Agreement, dated as of February 14, 2012, between the Mohegan Tribal Gaming Authority and Mitchell Grossinger Etess (filed as Exhibit 10.1 to the Authority’s Form 8-K, filed with the SEC on February 21, 2012 and incorporated by reference herein).*
10.18	Loan Agreement, dated as of November 19, 2013, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Lenders named therein and RBS Citizens, N.A., as Administrative Agent (filed as Exhibit 10.25 to the 2013 Form 10-K and incorporated by reference herein).
10.19	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 as Exhibit 10.3 to the June 2015 Form 10-Q and incorporated by reference herein).
10.20	Amended and Restated Employment Agreement, executed October 16, 2015, between the Mohegan Tribal Gaming Authority and Robert J. Soper (filed as Exhibit 10.1 to the Authority’s Form 8-K, filed with the SEC on October 22, 2015 (the “October 2015 Form 8-K”) and incorporated by reference herein).*
10.21	Amended and Restated Employment Agreement, executed October 16, 2015, between the Mohegan Tribal Gaming Authority and Mario C. Kontomerkos (filed as Exhibit 10.2 to the October 2015 Form 8-K and incorporated by reference herein).*
10.22	Facility Agreement, dated as of November 18, 2015, by and among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut (only for the limited purposes as to itself set forth therein) and UBS AG, London Branch (filed as Exhibit 10.1 to the Authority’s Form 8-K, filed with the SEC on November 24, 2015 (the “November 2015 Form 8-K”) and incorporated by reference herein).
10.23	Note Purchase Agreement, dated as of November 20, 2015, by and among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut (only for the limited purposes as to itself set forth therein) and the purchaser named therein (filed as Exhibit 10.2 to the November 2015 Form 8-K and incorporated by reference herein).
10.24	Guarantee Agreement, dated as of November 20, 2015, by Downs Racing, L.P., Backside, L.P., Mill Creek Land, L.P., Northeast Concessions, L.P., Mohegan Commercial Ventures PA, LLC, Mohegan Basketball Club, LLC, Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC, Mohegan Ventures Wisconsin, LLC, Wisconsin Tribal Gaming, LLC and MTGA Gaming, LLC (filed as Exhibit 10.3 to the November 2015 Form 8-K and incorporated by reference herein).

II-20

Exhibit No.	Description
10.25	Amended and Restated Employment Agreement, executed October 16, 2015, between the Mohegan Tribal Gaming Authority and Thomas P. Burke (filed as Exhibit 10.25 to the Authority’s Annual Report on Form 10-K for the fiscal year ended September 30, 2015, filed with the SEC on December 29, 2015 (the “2015 Form 10-K”) and incorporated by reference herein).*
12.1	Statement regarding computation of ratio of earnings to fixed charges (filed as Exhibit 12.1 to the 2015 Form 10-K and incorporated by reference herein).
21.1	Subsidiaries of the Registrant (filed as Exhibit 21.1 to the 2014 Form S-4 and incorporated by reference herein).
23.1	Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2	Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).
23.3	Consent of Rosenn, Jenkins & Greenwald LLP (included in Exhibit 5.2).
23.4	Consent of Rome McGuigan, P.C. (included in Exhibit 5.3).
24.1	Powers of Attorney (included on signature pages).
25.1	Statement of Eligibility of Trustee (filed herewith).
99.1	Form of Letter of Transmittal (filed herewith).
99.2	Form of Letter to The Depository Trust Company Participants regarding the Exchange Offer (filed herewith).
99.3	Form of Letter to Clients regarding the Exchange Offer (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).

* Management contract or compensatory plan or arrangement.

** These interactive data files shall not be deemed filed for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under those sections.

II-21

EX-5.1

Exhibit 5.1

January 29, 2016

Mohegan Tribal Gaming Authority

One Mohegan Sun Boulevard

Uncasville, CT 06382

Re: Mohegan Tribal Gaming Authority Registration Statement on Form S-4 filed on January 29, 2016

Ladies and Gentlemen:

We have acted as special counsel to the Mohegan Tribal Gaming Authority (the “Authority”), an instrumentality of The Mohegan Tribe of Indians of Connecticut (the “Tribe”), a federally recognized Indian tribe, in connection with the registration, pursuant to a registration statement on Form S-4 (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”), on January 29, 2016, of the proposed offer by the Authority to exchange (the “Exchange Offer”) up to $85,000,000 aggregate principal amount of its outstanding unregistered 9.75% Senior Notes due 2021 issued on August 11, 2015 (the “Outstanding Notes”) and the related guarantees (the “Outstanding Guarantees”) for (i) a like principal amount of its 9.75% Senior Notes due 2021(the “Registered Notes”) and (ii) guarantees (the “Registered Guarantees”) of the guarantors listed in the Registration Statement (the “Registrant Guarantors”) pursuant to the Indenture

Mohegan Tribal Gaming Authority

January 29, 2016

Page 2

referred to below, in each case whose sale will be registered under the Act. The Outstanding Notes are an additional issuance of the Authority’s 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes issued on March 12, 2014. The Authority is proposing the Exchange Offer in accordance with the terms of a Registration Rights Agreement with respect to the Outstanding Notes by and among the Authority, the Registrant Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc., as representative of the initial purchasers referenced therein, dated as of August 11, 2015.

The Outstanding Notes and the Outstanding Guarantees have been, and the Registered Notes and the Registered Guarantees will be, issued pursuant to an Indenture, dated as of August 15, 2013 (the “Indenture”), by and among the Authority, the guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”).

We have examined originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of this opinion. The Registered Notes, the Registered Guarantees and the Indenture are referred to herein as the “Transaction Documents.” We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this opinion letter. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing such documents. As to any facts material to this opinion that we did not independently establish or verify, we have, with your consent, relied upon the statements, certificates and representations of officers and other representatives of parties to the Transaction Documents and of the Authority and the Registrant Guarantors. We have also assumed the valid authorization, execution and delivery of the Transaction Documents by each party thereto (other than the Authority and the Registrant Guarantors), and we have assumed that each such other party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, that each such other party has the legal capacity, power and authority to perform its obligations thereunder and that the Indenture constitutes the valid and binding obligation of the Trustee, enforceable against it in accordance with its terms. We have also assumed that, except with respect to the Relevant Laws (as defined below), the execution, delivery and performance by each of the Authority and the Registrant Guarantors of the Transaction Documents to which it is a party: have been duly authorized by all necessary action (corporate or otherwise); do not contravene its respective certificate or articles of organization, certificate of limited partnership, limited liability company agreement, limited partnership agreement or other organizational documents; do not violate any law, rule or regulation applicable to it; and do not result in any conflict with, or breach of any agreement or document binding on it. In addition, the enforceability of indemnification provisions may be subject to public policy considerations.

Mohegan Tribal Gaming Authority

January 29, 2016

Page 3

Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it.

We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than (i) the laws of the State of New York that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Authority, the Registrant Guarantors, the Transaction Documents or the transactions governed by the Transaction Documents; (ii) the Delaware Limited Liability Company Act and (iii) the federal securities laws of the United States of America, in each case of clauses (i), (ii) and (iii), as in effect on the date hereof (the “Relevant Laws”). Without limiting the generality of the foregoing definition of Relevant Laws, the term “Relevant Law” does not include (i) any law, rule or regulation that is applicable to the Authority, the Registrant Guarantors and the Transaction Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Transaction Documents or any of its affiliates due to the specific assets or business of such party or such affiliate or (ii) any laws, rules or regulations relating to Indian matters or the laws of the Tribe, or otherwise applicable because the Tribe is a federally (or state) recognized Indian tribe, or because the Authority or Registrant Guarantors are engaged in the gaming industry. We have not made any special investigation as to the applicability of any specific law, rule or regulation.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) laws of the State of Connecticut, the State of Connecticut – Mohegan Tribe Gaming Compact dated May 17, 1994, approved December 5, 1994 and the law of the Tribe, we have relied upon the opinion dated January 29, 2016 of Rome McGuigan, P.C. and (ii) the laws of the Commonwealth of Pennsylvania, we have relied upon the opinion, dated January 29, 2016, of Rosenn Jenkins & Greenwald LLP, in each case of clauses (i) and (ii), which are opinions being filed as exhibits to the Registration Statement.

Based upon the foregoing, and subject to the qualifications set forth in this letter, it is our opinion that when (i) the Registration Statement has become effective under the Act, (ii) the Outstanding Notes have been exchanged in the manner described in the prospectus forming a part of the Registration Statement, (iii) the Registered Notes have been duly executed, authenticated, issued and delivered by the Authority and the Registrant Guarantors in accordance with the terms of the Indenture against receipt of the Outstanding Notes surrendered in exchange therefor, (iv) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (v) applicable provisions of “blue sky” laws have been complied with:

(a) the Registered Notes proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of the Authority, except as may be

Mohegan Tribal Gaming Authority

January 29, 2016

Page 4

limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law); and

(b) the Registered Guarantees proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of each Registrant Guarantor, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally and by general equitable principles (whether considered in a proceeding in equity or at law).

We hereby consent to the filing of a copy of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.

Very truly yours,

/s/ Wachtell, Lipton, Rosen & Katz

EX-5.2

Exhibit 5.2

ROSENN JENKINS &

GREENWALD LLP

15 South Franklin Street

Wilkes-Barre, PA 18711

Tel: 570.826.5600

Fax: 570.826.5640

January 29, 2016

MOHEGAN GAMING TRIBAL AUTHORITY

One Mohegan Sun Boulevard

Uncasville, CT 06382

Re: Mohegan Tribal Gaming Authority Registration Statement

on Form S-4 filed on January 29, 2016

Gentlemen:

We have acted as special Pennsylvania counsel to Downs Racing, L.P. (“Downs”), Mill Creek Land, L.P. (“Mill Creek”), Backside, L.P. (“Backside”), and Northeast Concessions, L.P. (“NE Concessions”), each being organized as a Pennsylvania limited partnership, and Mohegan Commercial Ventures PA, LLC (“MC Ventures”), organized as a Pennsylvania limited liability company (collectively the “Pennsylvania Guarantors” and each a “Pennsylvania Guarantor”) in connection with the offer (the “Exchange Offer”) of the Mohegan Tribal Gaming Authority (“MTGA”), an instrumentality of the Mohegan Tribe of Indians of Connecticut (the “Tribe”), to exchange certain 9.75% Senior Notes due 2021 (the “Exchange Notes”) and guarantees including without limitation notations of guarantee (collectively, the “Exchange Guarantees”) of the guarantors listed in the Registration Statement (defined below) pursuant to the Indenture (defined below), which have been registered under the Securities Act of 1933 (the “Securities Act”) for any and all outstanding 9.75% Senior Notes due 2021 (the “Outstanding Notes”), all of which notes have been issued pursuant to the Indenture, dated August 11, 2015 (the “Indenture”) entered into by the Tribe, the Pennsylvania Guarantors and the other guarantors party thereto and U.S. Bank National Association, as Trustee.

In that capacity we have examined, among other things, the following agreements, instruments and documents, hereinafter referred to as the “Documents”:

(a) The Indenture;

(b) The form of Exchange Notes representing the Exchange Notes;

(c) The form of the Exchange Guarantees and terms thereof as set forth in the Indenture;

(d) The Registration Statement of MTGA on Form S-4 (“Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2016 under the Securities Act;

(e) The Certificate of Limited Partnership, Limited Partnership Agreement, and Pennsylvania Good Standing Certificate of Downs;

(f) The Certificate of Limited Partnership, Limited Partnership Agreement and Pennsylvania Good Standing Certificate of Mill Creek;

Rosenn Jenkins & Greenwald LLP

MOHEGAN GAMING TRIBAL AUTHORITY

January 29, 2016

Page 2

(g) The Certificate of Limited Partnership, Limited Partnership Agreement, and Pennsylvania Good Standing Certificate of Backside;

(h) The Certificate of Limited Partnership, Limited Partnership Agreement, and Pennsylvania Good Standing Certificate of NE Concessions;

(i) The Certificate of Formation, Operating Agreement, and Pennsylvania Good Standing Certificate of MC Ventures, the general partner of each of the above limited partnerships.

In addition to the foregoing, we have examined the original or certified, conformed or photostatic copies of such other certificates, documents, records and legal matters as we have deemed necessary or relevant for purposes of issuing the opinions hereinafter expressed.

In all such examinations, we have assumed the genuineness of all signatures, the authenticity of documents submitted to us as originals and the conformity to the originals of all documents submitted to us as certified, conformed or photostatic copies.

Based on the foregoing, and other qualifications, assumptions and limitations contained in this letter, it is our opinion that:

1. Each of the Pennsylvania Guarantors is a limited liability company or limited partnership duly organized, validly existing, and in good standing under the laws of the Commonwealth of Pennsylvania.

2. Each of the Pennsylvania Guarantors has all requisite limited liability company or limited partnership power and authority to execute, deliver and perform its obligations under the Indenture and the Exchange Guarantees.

3. The Indenture has been duly and validly authorized, executed and delivered by each Pennsylvania Guarantor party thereto.

4. The Exchange Guarantees have been duly and validly authorized by each Pennsylvania Guarantor. When the Exchange Notes have been duly executed, issued and delivered in accordance with the terms of the Indenture in the Exchange Offer, the Exchange Guarantees will be duly executed and delivered by each Pennsylvania Guarantor.

As to matters of fact, unless otherwise expressly set forth in this opinion, we have made no independent investigation but have relied entirely, with your concurrence, upon our actual knowledge (being limited to facts which may have otherwise come to the attention of the attorneys of the undersigned firm who were involved in the representation of Downs, Mill Creek, Backside, MC Ventures and NE Concessions), and upon any certificates issued by officers of any such entities or other persons who appear to have knowledge of the relevant facts or by public officials charged with the responsibility of certifying the matters certified, in each case without assuming any responsibility on our part to otherwise confirm or assure the accuracy of such facts as of the date of this Opinion.

We are licensed to practice law in the Commonwealth of Pennsylvania, and opine only as to the laws of the Commonwealth of Pennsylvania, and not as to the laws of any other state.

Rosenn Jenkins & Greenwald LLP

MOHEGAN GAMING TRIBAL AUTHORITY

January 29, 2016

Page 3

We have assumed (i) the accuracy, truthfulness, and completeness of all documents, agreements, certificates, and opinions as to the statements of fact contained therein and reviewed by us; and (ii) that all public records are accurate, complete, and authentic, including their proper indexing and filing.

Notwithstanding anything to the contrary herein, no opinion is rendered herein as to the effect of tribal law, or of any federal, state or local law pertaining to tribal, gaming or securities law.

Without limiting the generality of the foregoing exclusions, we specifically note that we render no opinion as to the effect of any Federal or state law which would treat property of, entities owned or controlled by, or contracts entered into by, tribes, native Americans, or instrumentalities of them, differently than other property, entities or contracts, or which confers upon tribes, their instrumentalities, native Americans, or entities owned or controlled by them, rights which are not conferred upon or generally enjoyed by other persons under Federal or state law. Moreover, unless otherwise specifically stated this Opinion also excludes antitrust, ERISA, OSHA, labor and employment, tax, intellectual property, criminal, environmental, licensing, permitting and zoning laws and regulations.

This opinion speaks only as of its date. We understand that the firm of Wachtell, Lipton, Rosen & Katz wishes to rely as to certain matters of Pennsylvania law on the opinions expressed herein in connection with the delivery of its opinion to you dated on or about the date hereof concerning the transactions contemplated hereby, and we hereby consent to such reliance. In addition, the undersigned has consented to the filing of this opinion with the Commission as an exhibit to the Registration Statement and the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ ROSENN JENKINS AND GREENWALD LLP

EX-5.3

Exhibit 5.3

January 29, 2016

Mohegan Tribal Gaming Authority

One Mohegan Sun Boulevard

Uncasville, CT 06382

Re: Mohegan Tribal Gaming Authority Registration Statement on Form S-4 filed on January 29, 2016 and the related Exchange Offer

Ladies and Gentlemen:

We have acted as counsel for the Mohegan Tribal Gaming Authority (the “Authority”), The Mohegan Tribe of Indians of Connecticut (the “Tribe”) and the entities listed on Exhibit A to this opinion (the “Guarantors”) in connection with the registration, pursuant to a registration statement on Form S-4 (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Act”), on January 29, 2016, of the proposed offer by the Authority to exchange (the “Exchange Offer”) up to $85,000,000 of its outstanding unregistered 9.75% Senior Notes due 2021 (the “Outstanding Notes”) and the related guarantees (the “Outstanding Guarantees”) for (i) a like principal amount of its 9.75% Senior Notes due 2021 (the “Exchange Notes”) and (ii) guarantees of the Guarantors (the “Exchange Guarantees”) pursuant to an indenture (the “Indenture”), dated as of August 15, 2013, between the Authority, the Tribe, the Guarantors and U.S. Bank National Association, as Trustee, in each case whose sale will be registered under the Act. The Exchange Notes will be unconditionally guaranteed as to the payment of principal and interest by the Guarantors.

The Authority is proposing the Exchange Offer in accordance with the terms of a Registration Rights Agreement with respect to the Outstanding Notes by and among the Authority, the Registrant Guarantors and Merrill Lynch, Pierce, Fenner & Smith Inc. and RBS Securities Inc., as representative of the initial purchasers referenced therein (the “Representatives”), dated as of August 11, 2015. The Exchange Notes, Exchange Guarantees and the Indenture are collectively called the “Agreements”.

As to various questions of fact material to our opinion, we have relied, without independent investigation, upon the representations made in the Agreements, and in certificates of the Tribe, the Authority and the Mohegan Entities. We have also examined such certificates of public officials, corporate and/or tribal documents and records and other certificates, and have made such investigation of law, as we deemed necessary in order to give our opinions hereinafter set forth. We have assumed, without independent verification, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies. We have also assumed, without independent investigation, that all documents examined by us have been duly and validly authorized, executed and delivered by, and are legal, valid and binding on and enforceable against, each of the parties thereto other than the Tribe, the Authority and the Mohegan Entities.

Mohegan Tribal Gaming Authority

January 29, 2016

Page 2

The law covered by the opinions expressed herein is limited to the laws of the State of Connecticut (except any applicable securities laws), the State of Connecticut - Mohegan Tribe Gaming Compact dated May 17, 1994, approved December 5, 1994 (the “Mohegan Compact”) and the law of the Tribe. We express no opinion herein with respect to any other laws and, in particular, we express no opinion as to applicable federal laws (including, without limitation, federal securities laws and federal Indian laws, except with respect to the opinion expressed in Paragraphs 2 and 12 hereof). Insofar as our opinion relates to the authority of the Governor of Connecticut to execute the Mohegan Compact, we have relied upon the opinion of the Attorney General of Connecticut dated May 18, 1994. Insofar as our opinion relates to the power and authority of the Authority to conduct casino gaming and related businesses located outside of the State of Connecticut, we have relied upon the opinion of the General Counsel of the Tribe dated August 3, 2004.

To the extent necessary to render our opinion under tribal law, our opinion assumes that the Agreements are valid and enforceable under New York law.

Based upon the foregoing, and subject to the qualifications and exceptions heretofore and hereinafter set forth, we are of the opinion that:

1. The Authority has been duly established and is validly existing as an instrumentality of the Tribe. The Mohegan Tribal Gaming Authority Management Board (the “Management Board”) is the governing body of the Authority, with full power to bind The Authority and to cause the Authority to enter into the Agreements.

2. The Tribe is a federally recognized Indian tribe, with authority to enter into and perform its obligations under the Agreements. The Constitution of the Tribe, approved on August 21, 1994, amended and restated and approved on April 12, 1996, and as last amended on February 23, 2014 (as so amended, the “Constitution”), was validly adopted by the Tribe, is effective according to its terms and is the law of the Tribe.

3. Each of the Tribal Parties has all requisite power and authority to conduct its business and to own or lease, as applicable, its property and offer the Exchange Notes, and each of the Tribal Entities has all requisite power and authority to execute, deliver and perform its obligations under each of the Agreements.

4. The Mohegan Tribal Council (the “Tribal Council”) is the governing body of the Tribe, with full power to bind the Tribe and to cause the Tribe to enter into the Agreements. The

Mohegan Tribal Gaming Authority

January 29, 2016

Page 3

Tribal Council and other officers of the Tribe and the Management Board and other officers of the Authority that have approved, authorized the execution of, and executed the Agreements are the duly elected or appointed officers of the applicable Tribal Parties, and possess full authority to execute the Agreements and to bind the Tribe and the Authority thereto, as applicable.

5. The designation by the Tribal Parties of the laws of the State of New York as the governing law with respect to each of the Agreements to which they are a party is in compliance in all material respects with the law of the Tribe.

6. The limited waiver of sovereign immunity from unconsented suit, arbitration or other proceeding by the Authority and the Tribe contained in the each of the Agreements is in compliance in all material respects with the law of the Tribe, including, without limitation, Tribal Code, Ch.1, Art. 1, Division 1, Subdivision C, Section 1-6, is irrevocable and constitutes a valid, binding and enforceable obligation of each of The Authority, the Tribe and the other Tribal Parties, to the extent party to such documents, in connection with the Agreements. The consents to the jurisdiction of courts or arbitration forums by each of the Authority, the Tribe and the other Tribal Parties, to the extent party to such documents, in the Agreements are in compliance in all material respects with the law of the Tribe, are irrevocable and constitute valid, binding and enforceable obligations of each of the Authority, the Tribe and the other Tribal Parties, to the extent party to such documents, in connection with the Agreements, provided that we express no opinion as to whether a case would proceed in such courts or forums or would be required to proceed in the courts of the Tribe in contravention of the Authority’s and the Tribe’s express and irrevocable waiver of any such exhaustion, abstention, comity or other deference to such tribal proceedings.

7. Each Mohegan Entity is a validly existing limited liability company under the law of the Tribe, duly organized and in good standing, and is wholly owned by the Authority.

8. Each of the Mohegan Entities has all requisite limited liability company power and authority to execute, deliver and perform its obligations under the Agreements to which it is a party. The Authority, as the sole member of each Mohegan Entity, possesses the full authority to execute the Agreements and to bind each Mohegan Entity. The officers of each Mohegan Entity that have approved, authorized the execution of, and executed the Agreements on behalf of each Mohegan Entity are the duly appointed officers of each Mohegan Entity and possess full authority to execute the Agreements, and to bind each Mohegan Entity.

9. The Indenture has been duly and validly authorized, executed and delivered by all necessary action of each Tribal Party party thereto. The Exchange Notes and Guarantees have each been duly and validly authorized, by all necessary action of each Tribal Party party thereto. When the Exchange Notes and Guarantees have been duly executed and delivered, the Agreements will be the legally valid and binding agreement of each of the Tribal Parties, enforceable in accordance with its terms.

Mohegan Tribal Gaming Authority

January 29, 2016

Page 4

For purposes of this opinion, the following definitions will apply: (i) the “Gaming Authority Ordinance” means Mohegan Ordinance No. 95-2 (formerly known as Mohegan Ordinance No. 95-7/15-1), “An Ordinance Establishing the Mohegan Tribal Gaming Authority”; (ii) “Tribal Parties” means The Authority and the Tribe and each of the Mohegan Entities; (iii) “Mohegan Entities” means Mohegan Basketball Club, LLC, Mohegan Ventures-Northwest, LLC, Mohegan Golf, LLC and Mohegan Ventures Wisconsin, LLC; and (iv) “law of the Tribe” means all law of the Tribe, whether written or unwritten, applicable in any way to the Agreements and the transactions contemplated thereby.

The opinion expressed in Paragraph 9 is subject to the following limitations and exceptions:

A. The effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws now or hereafter in effect affecting the rights of creditors generally, including, without limitation, court decisions, and general equity principles.

B. We express no opinion as to whether a court would grant specific performance or any other equitable remedy with respect to enforcement of any provision of the Agreements.

C. We have made no independent investigation as to the accuracy or completeness of any representation, warranty, data or other information, written or contemplated by the Agreements and with respect to questions of fact, and for the purposes of the opinions expressed herein, we assume that none of such information contains any untrue statement of a material fact or omits any material fact necessary to make the statements made, in light of the circumstances in which they were made, not misleading.

D. We have assumed the due authorization, execution and delivery by each party to the Agreements other than the Tribe, the Authority and the Mohegan Entities, that each person executing for such party is duly authorized and competent to do so, and the each signature of each party other than the Tribe, the Authority and the Mohegan Entities is genuine.

The opinions expressed herein are made as of the date hereof, and we disclaim any duty or obligation to advise you (or any other party) with respect to any matters discovered or brought to our attention after the date hereof.

We understand that the firm of Wachtell, Lipton, Rosen & Katz wishes to rely as to certain matters of laws of the State of Connecticut, the Mohegan Compact and the law of the Tribe on the opinions expressed herein in connection with the delivery of its opinion to you dated

Mohegan Tribal Gaming Authority

January 29, 2016

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on or about the date hereof concerning the transactions contemplated hereby, and we hereby consent to such reliance. In addition, the undersigned has consented to the filing of this opinion with the Commission as an exhibit to the Registration Statement and the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the commission thereunder.

Very truly yours,

/s/ Rome McGuigan, P.C.

EXHIBIT A

Mohegan Basketball Club LLC

Mohegan Commercial Ventures PA, LLC

Downs Racing, L.P.

Backside, L.P.

Mill Creek Land, L.P.

Northeast Concessions, L.P.

Mohegan Ventures-Northwest, LLC

Mohegan Golf, LLC

Mohegan Ventures Wisconsin, LLC

Wisconsin Tribal Gaming, LLC

MTGA Gaming, LLC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-4 of Mohegan Tribal Gaming Authority of our reports dated December 29, 2015 relating to the financial statements, and financial statement schedule, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

January 29, 2016

Hartford, CT

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Laurel Casasanta

U.S. Bank National Association

Goodwin Square, 23^rd Floor

225 Asylum Street

Hartford, Connecticut 06103

(860) 241-6860

(Name, address and telephone number of agent for service)

Mohegan Tribal Gaming Authority

(Issuer with respect to the Securities)

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

One Mohegan Sun Boulevard Uncasville, Connecticut	06382
(Address of Principal Executive Offices)	(Zip Code)

9.75% Senior Notes due 2021

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee.*

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the Trustee.**

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of September 30, 2015 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Hartford, State of Connecticut on the 15^th of January, 2016.

By:	/s/ Laurel Casasanta
	Laurel Casasanta
	Vice President

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Exhibit 2

	Office of the Comptroller of the Currency
		Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHEREOF, today,
	July 3, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Comptroller of the Currency

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Exhibit 3

	Office of the Comptroller of the Currency
		Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.

	IN TESTIMONY WHEREOF, today,
	July 3, 2015, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Comptroller of the Currency

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Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: January 15, 2016

By:	/s/ Laurel Casasanta
	Laurel Casasanta
	Vice President

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Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 9/30/2015

($000’s)

	9/30/2015
Assets
Cash and Balances Due From Depository Institutions	$	10,415,443
Securities		104,656,800
Federal Funds		100,570
Loans & Lease Financing Receivables		254,216,913
Fixed Assets		4,639,396
Intangible Assets		12,997,753
Other Assets		23,862,998
Total Assets	$	410,889,873
Liabilities
Deposits	$	305,185,303
Fed Funds		1,491,858
Treasury Demand Notes		0
Trading Liabilities		1,227,900
Other Borrowed Money		45,698,345
Acceptances		0
Subordinated Notes and Debentures		3,150,000
Other Liabilities		11,782,630
Total Liabilities	$	368,536,036
Equity
Common and Preferred Stock		18,200
Surplus		14,266,400
Undivided Profits		27,210,891
Minority Interest in Subsidiaries		858,346
Total Equity Capital	$	42,353,837
Total Liabilities and Equity Capital	$	410,889,873

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EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

OF

MOHEGAN TRIBAL GAMING AUTHORITY

OFFER TO EXCHANGE

ANY AND ALL OUTSTANDING 9.75% SENIOR NOTES DUE 2021 ISSUED ON AUGUST 11, 2015

FOR AN EQUAL PRINCIPAL AMOUNT OF ITS 9.75% SENIOR NOTES DUE 2021,

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

AMENDED, PURSUANT TO THE PROSPECTUS DATED             , 2016.

CUSIP 608328BD1 / U60734AF4

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON

            , 2016 UNLESS EXTENDED (SUCH DATE, AS THE SAME MAY BE

EXTENDED, THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN

PRIOR TO THE EXPIRATION DATE.

The exchange agent for the exchange offer is:

U.S. Bank National Association

By Mail or Hand:

By First Class Mail, Courier or Overnight Delivery:

U.S. Bank National Association

Attn: Corporate Actions

111 Fillmore Avenue

St. Paul, MN 55107-1402

By Facsimile:

(eligible institutions only)

(651) 466-7367

Attn: Corporate Actions

Confirm by Email:

cts.specfinance@usbank.com

For additional information by email or telephone:

cts.specfinance@usbank.com

(800) 934-6802

BY USING THE ATOP PROCEDURES TO TENDER OLD NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

By tendering outstanding notes in the Exchange Offer, you acknowledge that you have received and reviewed this letter of transmittal (the “letter”) and the prospectus dated , 2016 (as the same may be amended, supplemented or modified from time to time, the “prospectus”), of Mohegan Tribal Gaming Authority, an instrumentality of the Mohegan Tribe of Indians of Connecticut, (the “Authority”), which together constitute its offer to exchange up to $85,000,000 aggregate principal amount of its 9.75% Senior Notes due 2021 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of its issued and outstanding 9.75% Senior Notes due 2021 issued on August 11, 2015 (the “outstanding notes”), from the registered holders thereof (each, a “holder” and, collectively, the “holders”), upon the terms and subject to the conditions set forth in the prospectus and this letter (such exchange offer, the “exchange offer”). The outstanding notes are an additional issuance of our 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 (the “unregistered original notes”) in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes (the “registered original notes”, and together with the outstanding notes, exchange notes and unregistered original notes, the “notes”) issued on March 12, 2014. Capitalized terms used but not defined herein shall have the same meaning given them in the prospectus.

For each outstanding note accepted for exchange, the holder of such outstanding note will receive a exchange note having a principal amount equal to that of the surrendered outstanding note. The exchange notes will accrue interest from the most recent date on which interest has been paid on the outstanding notes, or if no interest has been paid, from August 11, 2015. Holders of outstanding notes whose outstanding notes are accepted for exchange will not receive any payment in respect of accrued interest on such outstanding notes. Any outstanding notes not tendered or not accepted for exchange will remain outstanding and continue to accrue interest according to their terms.

This letter is to be used by holders of the outstanding notes that were issued in book-entry form and are represented by global certificates held for the account of DTC. Tender of outstanding notes is to be made according to the Automated Tender Offer Program (“ATOP”) of The Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Prospectus under the caption “Exchange Offer—Procedures for Tendering Outstanding Notes.” DTC participants that are accepting the Exchange Offer must transmit their acceptance to DTC, which will verify the acceptance and execute a book-entry delivery to the Exchange Agent’s DTC account. DTC will then send a computer generated message known as an “agent’s message” to the Exchange Agent for its acceptance. For you to validly tender your outstanding notes in the Exchange Offer, the Exchange Agent must receive, prior to the Expiration Date, an agent’s message under the ATOP procedures which states that DTC has received an express acknowledgment from each participant in DTC tendering the outstanding notes and that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal and we may enforce such agreement against such participant.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

Subject to, and effective upon, the acceptance for exchange of the outstanding notes tendered hereby, you hereby assigns, transfers and exchanges to the Authority all right, title and interest in and to such outstanding notes as are being tendered hereby for a like principal amount of exchange notes.

By tendering outstanding notes in the exchange offer, you hereby irrevocably appoint the exchange agent as the undersigned’s true and lawful agent, attorney-in-fact and proxy with respect to outstanding notes tendered hereby, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), among other things, to cause the outstanding notes to be assigned, transferred and exchanged. You are aware that the exchange agent also acts as the agent of the Authority.

By tendering outstanding notes in the exchange offer, you hereby represent and warrant: (1) that you have full power and authority to tender, sell, assign and transfer the outstanding notes; (2) that when such outstanding

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notes are accepted for exchange, the Authority will acquire good and unencumbered title to such outstanding notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim and such outstanding notes will not have been transferred to the Authority in violation of any contractual or other restriction on the transfer thereof; (3) that any exchange notes acquired in exchange for outstanding notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is you; (4) that neither the holder of such outstanding notes nor any such other person is participating in, intends to participate in, or has an arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of outstanding notes or exchange notes; (5) that neither the holder of such outstanding notes nor any such other person is an “affiliate,” as defined in Rule 405 under the Securities Act, of the Authority; and (6) that neither the holder of such outstanding notes nor such other person is acting on behalf of any person who could not truthfully make the foregoing representations and warranties.

You acknowledge that the exchange offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the “SEC”), as set forth in no-action letters issued to third parties; that the exchange notes issued pursuant to the exchange offer in exchange for the outstanding notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is a broker-dealer or an “affiliate” of the Authority within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holder’s business, at the time of commencement of the exchange offer such holder has no arrangement or understanding with any person to participate in a distribution of such exchange notes, and such holder is not engaged in, and does not intend to engage in, a distribution of such exchange notes. However, the SEC has not considered the exchange offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as made in other circumstances. 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 and has no arrangement or understanding to participate in a distribution of exchange notes. 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 outstanding 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.

The SEC has taken the position that such broker-dealers may fulfill their prospectus delivery requirements with respect to the exchange notes (other than a resale of exchange notes received in exchange for an unsold allotment from the original sale of the outstanding notes) with the prospectus. The prospectus may be used by certain broker-dealers (as specified in the registration rights agreements referenced in the prospectus) for a period of time, starting on the expiration date and ending on the close of business 180 days after the expiration date in connection with the sale or transfer of such exchange notes. The Authority has agreed that, for such period of time, it will make the prospectus available to such a broker-dealer that elects to exchange outstanding notes, acquired for its own account as a result of market-making or other trading activities, for exchange notes pursuant to the exchange offer for use in connection with any resale of such exchange notes. By tendering in the exchange offer, each broker-dealer that receives exchange notes pursuant to the exchange offer acknowledges and agrees to notify the Authority prior to using the prospectus in connection with the sale or transfer exchange notes and agrees that, upon receipt of notice from the Authority of the happening of any event which makes any statement in the prospectus untrue in any material respect or which requires the making of any changes in the prospectus in order to make the statements therein (in light of the circumstances under which they were made) not misleading, such broker-dealer will suspend use of the prospectus until (1) the Authority has amended or supplemented the prospectus to correct such misstatement or omission and (2) either the Authority has furnished copies of the amended or supplemented prospectus to such broker-dealer or, if the Authority has not otherwise agreed to furnish such copies and declines to do so after such broker-dealer so requests, such broker-dealer has obtained a copy of such amended or supplemented prospectus as filed with the SEC. Except as described above, the prospectus may not be used for or in connection with an offer to resell, a resale or any other retransfer of exchange notes. A broker-dealer that would receive exchange notes for its own account for its outstanding notes, where such outstanding notes were not acquired as a result of market-making activities or other trading activities, will not be able to participate in the exchange offer.

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You will, upon request, execute and deliver any additional documents deemed by the Authority to be necessary or desirable to complete the sale, assignment and transfer of the outstanding notes tendered hereby.

All authority conferred or agreed to be conferred in this letter and your obligations hereunder shall be binding upon your successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives and shall not be affected by, and shall survive, your death or incapacity.

Tenders of outstanding notes made pursuant to the exchange offer are irrevocable, except that outstanding notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. See information described under the heading “The Exchange Offer—Withdrawal Rights” in the prospectus.

You understand that tender of outstanding notes pursuant to any of the procedures described under the heading “The Exchange Offer—Procedures for Tendering Outstanding Notes” in the prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Authority upon the terms and subject to the conditions set forth in the prospectus, including the undersigned’s representation that the undersigned owns the outstanding notes being tendered. You recognize that, under certain circumstances set forth in the prospectus, the Authority may not be required to accept for exchange any of the outstanding notes tendered hereby.

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INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS

OF THE OFFER TO EXCHANGE

ANY AND ALL OUTSTANDING 9.75% SENIOR NOTES DUE 2021,

ISSUED ON AUGUST 11, 2015, OF MOHEGAN TRIBAL GAMING AUTHORITY

FOR

9.75% SENIOR NOTES DUE 2021 OF MOHEGAN TRIBAL GAMING AUTHORITY,

WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

1. Book-Entry Confirmation and Outstanding Notes. Book-Entry Confirmation (as defined below), as well as an Agent’s Message (as defined below) and any other documents required by this letter, must be received by the exchange agent at the address set forth herein on or prior to the expiration date. Outstanding notes tendered hereby must be in minimum denominations of principal amount of $2,000 and integral multiples of $1,000 in excess thereof. “Agent’s Message” means a message transmitted by the book-entry transfer facility to, and received by, the exchange agent and forming a part of a Book-Entry Confirmation, which message states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the outstanding notes which are the subject of the Book-Entry Confirmation that such participant has received and agrees to be bound by the letter and that the Authority may enforce the letter against such participant. “Book-Entry Confirmation” means a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at the book-entry transfer facility.

THE METHOD OF DELIVERY OF THIS LETTER, THE OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT.

THE AUTHORITY WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS. EACH TENDERING HOLDER, BY EXECUTION OF A LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT’S MESSAGE IN LIEU THEREOF), WAIVES ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

2. Partial Tenders. Outstanding notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The entire principal amount of old notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise communicated to the Exchange Agent. A book-entry representing the balance of non-tendered outstanding notes will be sent to such tendering holder(s), unless otherwise provided in the appropriate box on this letter, promptly after the expiration date. ALL OF THE OUTSTANDING NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

3. Special Issuance and Delivery Instructions. Holders tendering outstanding notes by book-entry transfer may request that outstanding notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate herein. If no such instructions are given, such outstanding notes not exchanged will be returned to the name and address of the person signing this letter.

4. Transfer Taxes. Except as otherwise provided in this Instruction 4, the Authority will pay any transfer taxes with respect to the transfer of outstanding notes to it or its order pursuant to the exchange offer. If, however, exchange notes or substitute outstanding notes not exchanged are to be issued in the name of any person other than the registered holder(s) of the outstanding notes tendered hereby, or if tendered outstanding notes are registered in the name of any person other than the person(s) signing this letter, or if a transfer tax is imposed for any reason other than the transfer of outstanding notes to the Authority or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder(s) or any other person) payable on account of the transfer to such person will be payable by the holder(s) tendering hereby. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder(s).

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5. Waiver of Conditions. The Authority reserves the absolute right to waive satisfaction of any or all conditions enumerated in the prospectus.

6. Taxpayer Identification Number; Backup Withholding; Substitute Form W-9. U.S. federal income tax laws generally require that a tendering holder provide the exchange agent with such holder’s correct Taxpayer Identification Number (“TIN”) on Substitute Form W-9, Request for Taxpayer Identification Number and Certification, below (the “Substitute Form W-9”) or otherwise establish a basis for exemption from backup withholding. In the case of a holder who is an individual, the TIN is his or her social security number. If the tendering holder is a non-resident alien or a foreign entity, other requirements (as described below) will apply. If the exchange agent is not provided with the correct TIN or an adequate basis for an exemption from backup withholding, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”). In addition, failure to provide the exchange agent with the correct TIN or an adequate basis for an exemption from backup withholding may result in backup withholding on all reportable payments made to the tendering holder after the exchange. The current backup withholding rate is 28%. If withholding results in an overpayment of taxes, the holder may obtain a refund from the IRS.

Exempt holders of the notes (including, among others, all corporations) are not subject to these backup withholding and reporting requirements. See the IRS Instructions for the Requester of Form W-9 (the “W-9 Guidelines”) for additional instructions.

To prevent backup withholding, each tendering holder that is a U.S. person (including a resident alien) must provide its correct TIN by completing the Substitute Form W-9 set forth below, certifying, under penalties of perjury, that such holder is a U.S. person (including a resident alien), that the TIN provided is correct (or that such holder is awaiting a TIN) and that (a) such holder is exempt from backup withholding, or (b) such holder has not been notified by the IRS that such holder is subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified such holder that such holder is no longer subject to backup withholding. If the notes are in more than one name or are not in the name of the actual owner, such holder should consult the W-9 Guidelines for information on which TIN to report. If such holder does not have a TIN, such holder should consult the W-9 Guidelines for instructions on applying for a TIN and write “Applied For” in the space reserved for the TIN, as shown on Substitute Form W-9. Note: Writing “Applied For” on the Substitute Form W-9 means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If such holder does not provide its TIN to the exchange agent within 60 days, backup withholding will begin and continue until such holder furnishes its TIN to the exchange agent.

A tendering holder that is a non-resident alien or a foreign entity must submit the appropriate completed IRS Form W-8 (generally IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) to avoid backup withholding. The appropriate form may be obtained via the IRS website at www.irs.gov or by contacting the exchange agent at the address on the face of this letter of transmittal.

FAILURE TO COMPLETE SUBSTITUTE FORM W-9, IRS FORM W-8BEN OR ANOTHER APPROPRIATE FORM MAY RESULT IN BACKUP WITHHOLDING AT THE RATE DESCRIBED ABOVE ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER.

TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT (1) ANY DISCUSSION OF U.S. FEDERAL TAX ISSUES IN THIS LETTER OF TRANSMITTAL IS NOT INTENDED OR WRITTEN BY US TO BE RELIED UPON, AND CANNOT BE RELIED UPON, BY HOLDERS FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON HOLDERS UNDER THE CODE, (2) SUCH DISCUSSION IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING (WITHIN THE MEANING OF CIRCULAR 230) OF THE TRANSACTIONS OR MATTERS ADDRESSED IN THIS LETTER OF TRANSMITTAL AND (3) HOLDERS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR CIRCUMSTANCES FROM THEIR OWN INDEPENDENT TAX ADVISORS.

7. Withdrawal Rights. Except as otherwise provided herein, tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at

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the address set forth above prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must (a) specify the name of the person who tendered the outstanding notes to be withdrawn; (b) identify the outstanding notes to be withdrawn, including the aggregate principal amount of such outstanding notes, specify the number of the account at the book-entry transfer facility from which the outstanding notes were tendered and specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of such facility; (c) contain a statement that such holder is withdrawing its election to have such outstanding notes exchanged; (d) specify the name in which such outstanding notes are registered, if different from that of the person who tendered the outstanding notes.

All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Authority, whose determination shall be final and binding on all parties.

Any outstanding notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer and no exchange notes will be issued with respect thereto unless the outstanding notes so withdrawn are validly retendered. Properly withdrawn outstanding notes may be retendered by following the procedures described above at any time on or prior to 5:00 p.m., New York City time, on the expiration date.

Any outstanding notes tendered by book-entry transfer into the exchange agent’s account at the book-entry transfer facility pursuant to the book-entry transfer procedures set forth under the headings “The Exchange Offer—Procedures for Tendering Outstanding Notes” in the prospectus will be credited to an account maintained with the book-entry transfer facility for the outstanding notes as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer.

8. Requests For Assistance and Additional Copies. Questions and requests for assistance regarding this letter, as well as requests for additional copies of the prospectus, this letter, and other related documents may be directed to the exchange agent at its address and telephone number set forth on the front of this letter.

If you are a broker-dealer and wish to receive 10 additional copies of the prospectus and 10 additional copies of any amendments or supplements thereto, please complete the section below in this Instruction 8, including your name and address, and return this form to the exchange agent at its address set forth on the front of this letter.

¨ 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:

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IMPORTANT: BY USING THE ATOP PROCEDURES TO TENDER OUTSTANDING NOTES, YOU WILL NOT BE REQUIRED TO DELIVER THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT. HOWEVER, YOU WILL BE BOUND BY ITS TERMS, AND YOU WILL BE DEEMED TO HAVE MADE THE ACKNOWLEDGMENTS AND THE REPRESENTATIONS AND WARRANTIES IT CONTAINS, JUST AS IF YOU HAD SIGNED IT.

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Form W-9 (Rev. December 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification   Give Form to the requester. Do not send to the IRS.  

Print or   type   See Specific   Instructions   on page 2.	1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
	2 Business name/disregarded entity name, if different from above
	3 Check appropriate box for federal tax classification; check only one of the following seven boxes:		4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
	¨   Individual/sole proprietor or     ¨  C Corporation    ¨  S Corporation    ¨  Partnership    ¨  Trust/estate
	single-member LLC ¨  Limited liability company. Enter the tax classification (C=C corporation, S=S corporation P=partnership) u                      Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner. ¨ Other (see instructions) u		Exempt payee code (if any)              Exemption from FATCA reporting code (if any)                             (Applies to accounts maintained outside the U.S.)
	5 Address (number, street, and apt. or suite no.)	Requester’s name and address (optional)
	6 City, state, and ZIP code
	7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.		Social security number
				–	–
	or
		Employer Identification Number
			–

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign Here Signature of
U.S. person  u Date  u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

Note. If you are a U.S. person and a requester gives you a form other than

Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a) 11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for …	THEN the payment is exempt for...
Interest and dividend payments	All exempt payees except for 7
Broker transactions	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions	Exempt payees 1 through 4

¹  See Form 1099-MISC, Miscellaneous Income, and its instructions.

²  However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care

payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

        If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship or disregarded entity owned by an individual	The owner3
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:		Give name and EIN of:
7.	Disregarded entity not owned by an individual	The owner
8.	A valid trust, estate, or pension trust	Legal entity4
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹  List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²  Circle the minor’s name and furnish the minor’s SSN.

³ You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴  List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

        Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877- IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

EX-99.2

Exhibit 99.2

MOHEGAN TRIBAL GAMING AUTHORITY

OFFER TO EXCHANGE

UP TO $85,000,000 REGISTERED 9.75% SENIOR NOTES DUE 2021 FOR ANY AND ALL

OUTSTANDING UNREGISTERED 9.75% SENIOR NOTES DUE 2021 ISSUED ON AUGUST 11, 2015

To The Depository Trust Company Participants:

Mohegan Tribal Gaming Authority (the “Authority”) is offering, subject to the terms and conditions set forth in the prospectus, dated             , 2016 (the “prospectus”), relating to the offer (the “exchange offer”) of the Authority to exchange up to $85,000,000 in aggregate principal amount of its 9.75% Senior Notes due 2021 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for the same amount of its outstanding unregistered 9.75% Senior Notes due 2021 issued on August 11, 2015 (the “outstanding notes”). The outstanding notes are an additional issuance of our 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes issued on March 12, 2014. The outstanding notes were sold on August 11, 2015 to Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., SunTrust Robinson Humphrey, Inc., Jefferies LLC, Credit Agricole Securities (USA) Inc. and KeyBanc Capital Markets Inc. (collectively, the “initial purchasers”). The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act. The exchange offer is being extended to all holders of the outstanding notes in order to satisfy certain obligations of the Authority set forth in the Registration Rights Agreement, dated as of August 11, 2015, among the Authority and Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc., as representatives of the initial purchasers, relating to the 9.75% Senior Notes due 2021 issued on August 11, 2015. The exchange notes are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.

We urge you to contact your clients, for whom you hold outstanding notes, regarding the exchange offer. For your information and for forwarding to your clients, we are enclosing the following documents:

1. A prospectus dated            , 2016;

2. A letter of transmittal for your use and for the information of your clients, including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and

3. A form of letter which may be sent to your clients for whose account you hold outstanding notes registered in your name or in the name of your nominee, along with Instructions with Respect to the Exchange Offer for your clients to return to you.

Your prompt action is requested. The exchange offer will expire at 5:00 p.m., New York City time, on             , 2016, unless the exchange offer is extended by the Authority (as it may be extended, the “expiration date”). Outstanding notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date.

Pursuant to the letter of transmittal, each holder of outstanding notes will make representations to the Authority, including but not limited to representations that:

• the exchange notes acquired in exchange for outstanding notes pursuant to the exchange offer are being acquired in the ordinary course of business of the holder;

• the holder is not engaged in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of outstanding notes or exchange notes issued to such holder within the meaning of the Securities Act;

1

• the holder is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Authority or, if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

• if a broker-dealer, the holder did not acquire outstanding notes directly from the Authority.

If the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding 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.

The enclosed form of letter to clients contains an authorization by the beneficial owners of the outstanding notes for you to make the foregoing representations.

The holder of the outstanding notes must transmit to U.S. Bank National Association (the “exchange agent”) on or before the expiration date to participate in the exchange offer:

• a computer-generated message transmitted by means of The Depository Trust Company’s (“DTC”) Automated Tender Offer Program System (“ATOP”) in which the holder acknowledges and agrees to be bound by the terms of the letter of transmittal and which, when received by the exchange agent, forms a part of a confirmation of book-entry transfer. As part of the book-entry transfer, DTC will facilitate the exchange of the holder’s outstanding notes and update the holder’s account to reflect the issuance of the exchange notes to such holder. ATOP allows the holder to electronically transmit its acceptance of the exchange offer to DTC instead of physically completing and delivering a letter of transmittal to the exchange agent; and

• a timely confirmation of book-entry transfer (including an Agent’s Message) of the holder’s outstanding notes into the account of the exchange agent at DTC.

In order for a book-entry transfer to constitute a valid tender of outstanding notes in the exchange offer, the exchange agent must receive a confirmation of book-entry transfer (a “book-entry confirmation”) of the outstanding notes into the exchange agent’s account at DTC prior to the expiration date. The term “Agent’s Message” means a message, transmitted by DTC and received by the exchange agent and forming a part of book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering holder of outstanding notes that the holder has received and has agreed to be bound by the letter of transmittal.

The Authority will, upon request, reimburse you for reasonable and necessary costs and expenses incurred by you in forwarding the prospectus and the related documents to the beneficial owners of outstanding notes held by you as nominee or in a fiduciary capacity. The Authority will pay or cause to be paid all transfer taxes applicable to the exchange of outstanding notes in the exchange offer, except as set forth in the letter of transmittal.

Any inquiries you may have with respect to the exchange offer, or requests for additional copies of the enclosed materials, should be directed to the exchange agent at its address and telephone number set forth on the cover page of the letter of transmittal.

Very truly yours,

MOHEGAN TRIBAL GAMING AUTHORITY

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF MOHEGAN TRIBAL GAMING AUTHORITY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

2

EX-99.3

Exhibit 99.3

MOHEGAN TRIBAL GAMING AUTHORITY

OFFER TO EXCHANGE

UP TO $85,000,000 REGISTERED 9.75% SENIOR NOTES DUE 2021 FOR ANY AND ALL

OUTSTANDING UNREGISTERED 9.75% SENIOR NOTES DUE 2021 ISSUED ON AUGUST 11, 2015

To Our Clients:

Enclosed for your consideration is a prospectus, dated             , 2016 (the “prospectus”), and the related Letter of Transmittal (the “letter of transmittal”) relating to the offer (the “exchange offer”) of Mohegan Tribal Gaming Authority (the “Authority”) to exchange up to $85,000,000 in aggregate principal amount of its 9.75% Senior Notes due 2021 (the “exchange notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for the same amount of its outstanding unregistered 9.75% Senior Notes due 2021 issued on August 11, 2015 (the “outstanding notes”). The outstanding notes are an additional issuance of our 9.75% senior notes due 2021, of which $500,000,000 aggregate principal amount were originally issued on August 15, 2013 in a private offering and subsequently all exchanged for an equivalent principal amount of registered notes issued on March 12, 2014. The outstanding notes were sold on August 11, 2015 to Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc., SunTrust Robinson Humphrey, Inc., Jefferies LLC, Credit Agricole Securities (USA) Inc. and KeyBanc Capital Markets Inc. (collectively, the “initial purchasers”). The initial purchasers subsequently resold the outstanding notes to qualified institutional buyers pursuant to Rule 144A and Regulation S under the Securities Act. The exchange offer is being extended to all holders of the outstanding notes in order to satisfy certain obligations of the Authority set forth in the Registration Rights Agreement, dated as of August 11, 2015, among the Authority and Merrill Lynch, Pierce, Fenner & Smith Incorporated and RBS Securities Inc., as representatives of the initial purchasers, relating to the 9.75% Senior Notes due 2021 issued on August 11, 2015. The exchange notes are substantially identical to the outstanding notes, except that the transfer restrictions and registration rights relating to the outstanding notes will not apply to the exchange notes.

These materials are being forwarded to you as the beneficial owner of the outstanding notes held by us for your account but not registered in your name. A tender of such outstanding notes may only be made by us as the holder of record and pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender on your behalf the outstanding notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed prospectus and letter of transmittal. We also request that you confirm that we may, on your behalf, make the representations contained in the letter of transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the outstanding notes on your behalf in accordance with the provisions of the exchange offer.

The exchange offer will expire at 5:00 p.m., New York City time, on , 2016, unless the exchange offer is extended by the Authority (as it may be extended, the “expiration date”). Outstanding notes tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date.

Your attention is directed to the following:

1. The exchange offer is for any and all outstanding notes.

2. The exchange offer is subject to certain conditions set forth in the section of the prospectus entitled “The Exchange Offer—Conditions to the Exchange Offer.”

3. Any transfer taxes incident to the transfer of outstanding notes from the holder to the Authority will be paid by the Authority, except as otherwise provided in the letter of transmittal.

4. The exchange offer expires at 5:00 p.m., New York City time, on             , 2016, unless the exchange offer is extended by the Authority.

If you wish to have us tender your outstanding notes, please so instruct us by completing, executing and returning to us the instruction form accompanying this letter. The letter of transmittal is furnished to you for your information only and may not be used by you to tender your outstanding notes.

Very truly yours,

1

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

The undersigned acknowledges receipt of your letter and the enclosed materials referred to therein relating to the exchange offer made by Mohegan Tribal Gaming Authority with respect to the outstanding notes.

This will instruct you as to the action to be taken by you relating to the exchange offer with respect to the outstanding notes held by you for the account of the undersigned.

The aggregate face amount of the outstanding notes held by you for the account of the undersigned is (fill in amount):

$         of 9.75% Senior Notes due 2021 issued on August 11, 2015

With respect to the exchange offer, the undersigned hereby instructs you (check appropriate box):

¨ to tender the following outstanding notes, subject to the terms and conditions set forth in the prospectus and the letter of transmittal, held by you for the account of the undersigned (insert principal amount of outstanding notes to be tendered) (if any):

$         of 9.75% Senior Notes due 2021 issued on August 11, 2015

¨ not to tender any outstanding notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the outstanding notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned by its signature below, hereby makes to you), the representations contained in the letter of transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that:

• the exchange notes acquired in exchange for outstanding notes pursuant to the exchange offer are being acquired in the ordinary course of business of the undersigned;

• the undersigned is not engaged in and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of outstanding notes or exchange notes issued to the undersigned within the meaning of the Securities Act; and

• the undersigned is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Authority or, if the undersigned is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding 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.

Signature:

Print Name here:

(Print Address):

(Area Code and Telephone Number):

(Tax Identification or Social Security Number):

Dated:

None of the outstanding notes held by you for the beneficial owner’s account will be tendered unless you receive written instructions from the beneficial owner to do so. Unless a specific contrary instruction is given in the space provided, the beneficial owner’s signature hereon shall constitute an instruction to you to tender all of the outstanding notes held by you for the beneficial owner’s account.

XML

Document and Entity Information	12 Months Ended
	Sep. 30, 2015
Document And Entity Information [Abstract]
Document Type	S-4
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Trading Symbol	CK0001005276
Entity Registrant Name	MOHEGAN TRIBAL GAMING AUTHORITY
Entity Central Index Key	0001005276
Entity Filer Category	Non-accelerated Filer

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2015	Sep. 30, 2014
Current assets:
Cash and cash equivalents	$ 65,754	$ 49,108
Restricted cash	1,762	675
Receivables, net	53,944	30,640
Inventories	15,546	14,544
Other current assets	18,530	16,997
Total current assets	155,536	111,964
Non-current assets:
Property and equipment, net	1,352,055	1,424,068
Goodwill	39,459	39,459
Other intangible assets, net	406,718	405,109
Other assets, net	66,365	54,931
Total assets	2,020,133	2,035,531
Current liabilities:
Current portion of long-term debt	49,194	29,302
Current portion of relinquishment liability	0	25,194
Due to Mohegan Tribe	6,000	2,250
Current portion of capital leases	824	793
Trade payables	15,016	24,086
Construction payables	13,137	5,832
Accrued interest payable	12,055	8,659
Other current liabilities	141,280	127,175
Total current liabilities	237,506	223,291
Non-current liabilities:
Long-term debt, net of current portion	1,593,730	1,655,535
Due to Mohegan Tribe, net of current portion	17,420	23,420
Capital leases, net of current portion	1,521	2,345
Other long-term liabilities	1,915	6,113
Total liabilities	$ 1,852,092	$ 1,910,704
Commitments and Contingencies
Capital:
Retained earnings	$ 169,452	$ 125,058
Mohegan Tribal Gaming Authority capital	169,452	125,058
Non-controlling interests	(1,411)	(231)
Total capital	168,041	124,827
Total liabilities and capital	$ 2,020,133	$ 2,035,531

XML

CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Revenues:
Gaming		$ 1,133,720	$ 1,133,563	$ 1,190,202
Food and beverage		89,720	91,655	86,251
Hotel		50,496	47,310	40,873
Retail, entertainment and other		115,030	119,134	118,559
Gross revenues		1,388,966	1,391,662	1,435,885
Less-Promotional allowances		(97,346)	(98,944)	(95,857)
Net revenues		1,291,620	1,292,718	1,340,028
Operating costs and expenses:
Gaming		651,900	687,021	708,929
Food and beverage		41,554	41,482	41,575
Hotel		14,934	15,807	14,339
Retail, entertainment and other		45,779	50,945	43,859
Advertising, general and administrative		188,924	190,639	192,673
Corporate		31,127	41,036	28,122
Depreciation and amortization		77,580	80,126	80,317
Loss on disposition of assets		1,018	(9)	241
Severance		3,370	0	29
Pre-opening		0	1,187	687
Impairment of Project Horizon	$ 2,500	2,502	4,981	0
Relinquishment liability reassessment		(243)	(1,905)	(249)
Total operating costs and expenses		1,058,445	1,111,310	1,110,522
Income (loss) from operations		233,175	181,408	229,506
Other income (expense):
Accretion of discount to the relinquishment liability		(227)	(2,205)	(4,974)
Interest income		7,983	7,066	6,271
Interest expense, net of capitalized interest		(143,876)	(147,933)	(170,150)
Loss on early extinguishment of debt		(3,987)	(62,041)	(11,516)
Other expense, net		(929)	(853)	(1,595)
Total other expense		(141,036)	(205,966)	(181,964)
Net income (loss)		92,139	(24,558)	47,542
Loss attributable to non-controlling interests		2,255	380	2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority		$ 94,394	$ (24,178)	$ 50,326

XML

CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total capital at beginning of period	$ 124,827	$ 199,385	$ 209,263
Non-controlling interest contributions	1,075
Net income (loss)	92,139	(24,558)	47,542
Distributions to Mohegan Tribe	(50,000)	(50,000)	(50,000)
Repurchase of membership interest			(7,420)
Total capital at end of period	168,041	124,827	199,385
Mohegan Tribal Gaming Authority
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total capital at beginning of period	125,058	199,236	208,681
Non-controlling interest contributions	0
Net income (loss)	94,394	(24,178)	50,326
Distributions to Mohegan Tribe	(50,000)	(50,000)	(50,000)
Repurchase of membership interest			(9,771)
Total capital at end of period	169,452	125,058	199,236
Non-controlling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Total capital at beginning of period	(231)	149	582
Non-controlling interest contributions	1,075
Net income (loss)	(2,255)	(380)	(2,784)
Distributions to Mohegan Tribe	0	0	0
Repurchase of membership interest			2,351
Total capital at end of period	$ (1,411)	$ (231)	$ 149

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Cash flows provided by (used in) operating activities:
Net income (loss)	$ 92,139	$ (24,558)	$ 47,542
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Depreciation and amortization	77,580	80,126	80,317
Relinquishment liability reassessment	(243)	(1,905)	(249)
Accretion of discount to the relinquishment liability	227	2,205	4,974
Cash paid for accretion of discount to the relinquishment liability	(778)	(2,897)	(5,792)
Loss on early extinguishment of debt	2,269	58,245	4,531
Proceeds from bond premiums	2,125
Payments of tender offer costs and discounts	(2,894)	(48,155)	(3,104)
Amortization of debt issuance costs and accretion of bond premiums and discounts	7,771	8,037	12,285
Amortization of net deferred gain on settlement of derivative instruments	0	0	(76)
Provision for losses on receivables	5,878	6,146	3,436
Impairment of Project Horizon	2,502	4,981	0
(Gain) loss on disposition of assets	1,018	(9)	241
Loss from unconsolidated affiliates	972	826	1,553
Changes in operating assets and liabilities:
Increase in receivables	(5,340)	(7,159)	(648)
(Increase) decrease in inventories	(1,002)	(554)	448
(Increase) decrease in other assets	(12,152)	(3,531)	2,759
Increase (decrease) in trade payables	(8,984)	13,419	(2,143)
Decrease in accrued interest	(410)	(14,637)	(23,066)
Increase (decrease) in other liabilities	8,740	2,436	(20,057)
Net cash flows provided by operating activities	169,418	73,016	102,951
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including increase (decrease) in construction payables of $7,305, $(5,179) and $5,948, respectively	(22,460)	(35,079)	(59,597)
Issuance of third-party loans and advances	(4,080)	(1,804)	(2,033)
Payments received on third-party loans	157	644	139
(Increase) decrease in restricted cash, net	(1,526)	13,679	33,078
Proceeds from asset sales	1,615	134	216
Investments in the New England Black Wolves	(500)	0	0
Investments in unconsolidated affiliates	0	(29)	(4,971)
Net cash flows used in investing activities	(26,794)	(22,455)	(33,168)
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe	(2,250)	(3,250)	(9,950)
Repayments of other long-term debt	(186,816)	(212,323)	(495,601)
Principal portion of relinquishment liability payments	(24,400)	(46,574)	(45,350)
Distributions to Mohegan Tribe	(50,000)	(50,000)	(50,000)
Payments of financing fees	(2,360)	(12,395)	(11,957)
Payments on capital lease obligations	(927)	(2,168)	(3,385)
Net cash flows provided by (used in) financing activities	(125,978)	(65,077)	(120,243)
Net increase (decrease) in cash and cash equivalents	16,646	(14,516)	(50,460)
Cash and cash equivalents at beginning of year	49,108	63,624	114,084
Cash and cash equivalents at end of year	65,754	49,108	63,624
Supplemental disclosures:
Cash paid during the year for interest	136,541	153,481	180,657
Repurchase of membership interest	0	0	7,420
Credit Facility | Prior Bank Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	0	0	3,000
Line of Credit repayments	0	0	(3,000)
Credit Facility | Prior Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Line of Credit repayments	0	(393,000)	(4,000)
Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Line of Credit repayments	0	(222,103)	0
Credit Facility | Senior Secured Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	442,000	310,000	0
Line of Credit repayments	(458,000)	(273,000)	0
Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	0	124,343	0
Line of Credit repayments	(7,756)	(3,125)	0
Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	87,911	720,952	0
Line of Credit repayments	(5,339)	(5,475)	0
Credit Facility | Bank of America, N.A. Line of Credit
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	446,935	356,796	24,897
Line of Credit repayments	(449,976)	(353,755)	(24,897)
Senior Unsecured Notes
Cash flows provided by (used in) financing activities:
Proceeds from issuance of Senior Unsecured Notes, net of premiums	$ 85,000	$ 0	$ 500,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Statement of Cash Flows [Abstract]
Increase (decrease) in construction payables	$ 7,305	$ (5,179)	$ 5,948

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ORGANIZATION

12 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

ORGANIZATION

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 595-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 September 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.

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 (the “NLL”).

MCV-PA holds a 0.01% general partnership interest in each of Downs Racing, L.P. (“Downs Racing”), 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 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 (the “Cowlitz Tribe”) and to be located on the Cowlitz reservation in Clark County, Washington (the “Cowlitz Project”). Salishan-Mohegan holds 100% membership interests in Salishan-Mohegan Two, LLC (“Salishan-Mohegan Two”) and Interchange Development Group, LLC (“Interchange Development Group”), 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 NJ Entities”). The Mohegan NJ Entities were formed to pursue management contracts and consulting agreements in the State of New Jersey. MGA Holding NJ holds a 10% ownership interest in Resorts Casino Hotel in Atlantic City, New Jersey (“Resorts Atlantic City”).

Mohegan Gaming Advisors also holds 100% membership interests in MGA Holding MA, LLC (“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 (“Mohegan Sun Massachusetts”; Mohegan Sun Massachusetts, MGA Holding MA, MGA Gaming MA and MGA Palmer Partners are referred to collectively as 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.

Mohegan Gaming Advisors also holds 100% membership interests in MGNV, LLC (“MGNV”). MGNV was formed to pursue potential gaming, hospitality and entertainment opportunities in the State of Nevada.

The Authority also holds 50% of the membership interests in MMCT Venture, LLC, which was formed with the Mashantucket Pequot Tribe (the “MPT”) to pursue potential additional gaming opportunities in the State of Connecticut.

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation

The accompanying 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.

Change in Accounting Principles

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 related to non-revolving debt be presented in the balance sheet as a reduction to the carrying amount of the related debt rather than as an asset. This guidance is required to be applied on a retrospective basis and is effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority early adopted this guidance in the accompanying consolidated financial statements. The effect of adopting this guidance to the accompanying consolidated balance sheet as of September 30, 2014 was a $20.4 million decrease in other assets, net and long-term debt, net of current portion. The accompanying supplemental condensed consolidating financial statements within Note 16 also have been revised to reflect this adjustment.

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Authority to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. The most significant estimates included in the accompanying consolidated financial statements relate to reserves for doubtful accounts, asset valuation, the liabilities associated with self-insurance and unredeemed Momentum Dollars, contingencies and litigation. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of deposits that can be redeemed on demand and investments with original maturities of less than 90 days. Cash equivalents are carried at cost, which approximates market value. Cash and cash equivalents include all operating cash and in-house funds.

Restricted Cash

Restricted cash consists of deposits that are contractually restricted as to their withdrawal or use. Restricted cash primarily includes cash held by Downs Racing pursuant to the Pennsylvania Race Horse Development and Gaming Act and Pennsylvania state statutes. The Pennsylvania Race Horse Development and Gaming Act requires Downs Racing to deposit a percentage of gross revenues from slot machines into a separate interest bearing account for the benefit of horsemen and breeders. In addition, Pennsylvania state statutes require Downs Racing to deposit net amounts received from the sale of lottery tickets into a separate designated account.

Receivables

Accounts Receivable

Accounts receivable consists primarily of casino receivables, which represent credit extended to approved casino patrons, and hotel and other non-gaming receivables. The Authority maintains a reserve for doubtful collection, which is based on the Authority’s estimate of the probability that these receivables will be collected. The Authority assesses the adequacy of this reserve by continuously evaluating historical experience, creditworthiness of the related patron and all other available information. Future business or economic trends could affect the collectability of these receivables and the related reserve.

Long-Term Receivables

Long-term receivables consist primarily of receivables from affiliates and others.

Receivables from affiliates, which are included in receivables, net, and other assets, net, in the accompanying consolidated balance sheets, consist of reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project (refer to Note 12) and WTG on behalf of the Menominee Tribe for the Menominee Project (refer to Note 13). As of September 30, 2015, the Salishan-Mohegan receivables are payable 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. Due to the uncertainty in the development of the Cowlitz Project, the Authority maintains a reserve for doubtful collection of the Salishan-Mohegan receivables, which is based on the Authority’s estimate of the probability that the receivables will be collected. The Authority assesses the reserve for doubtful collection of the Salishan-Mohegan receivables for adequacy on a quarterly basis. Future developments in the construction and opening of the proposed casino or other matters affecting the Cowlitz Project could affect the collectability of the Salishan-Mohegan receivables and the related reserve. The WTG receivables are fully reserved. The WTG receivables are payable upon the receipt of necessary financing for the development of the proposed casino, subject to certain conditions.

Receivables from others, which are primarily included in other assets, net, in the accompanying consolidated balance sheets, consist primarily of funds loaned to third-parties in connection with various diversification projects. Receivables from others also include a loan to a tenant at Mohegan Sun. The Authority maintains a reserve for doubtful collection of receivables from others, which is based on the Authority’s estimate of the probability that these receivables will be collected considering historical experience, creditworthiness of the related third-parties and tenant and all other available information.

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, September 30, 2014 (1)	$	66,596	$	2,612		$	69,208
Additions:
Issuance of affiliate advances and other loans, including interest receivable		13,980		135			14,115
Cowlitz Project land value transfer (2)		19,951		—			19,951
Deductions:
Payments received		—		(157	)		(157	)
Adjustments		—		(779	)		(779	)
Balance, September 30, 2015 (1)	$	100,527	$	1,811		$	102,338

(1) Includes current portions of $19.6 million and $901,000 as of September 30, 2015 and 2014, respectively. Also includes interest receivable of $43.4 million and $35.7 million as of September 30, 2015 and 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 12).

	Reserves for Doubtful Collection of Long-Term Receivables
	Affiliates		Others			Total
Balance, September 30, 2014	$	26,833	$	796		$	27,629
Additions:
Charges to bad debt expense		4,195		35			4,230
Deductions:
Adjustments		—		(789	)		(789	)
Balance, September 30, 2015	$	31,028	$	42		$	31,070

Inventories

Inventories are stated at the lower of cost or market value and consist primarily of food and beverage, retail, hotel and operating supplies. Cost is determined using the average cost method. The Authority reduces the carrying value of slow-moving inventory to net realizable value, based on the Authority’s estimate of the amount of inventory that may not be utilized in future operations. Future business trends could affect the timely use of inventories.

Property and Equipment

Property and equipment are stated at cost. Depreciation is recognized over the estimated useful lives of the assets, other than land, on a straight-line basis. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives of the improvements. Estimated useful lives by asset categories are as follows:

Buildings and land improvements	40 years
Furniture and equipment	3 - 7 years

The costs of significant improvements are capitalized. Costs of normal repairs and maintenance are expensed as incurred. Gains or losses on disposition of property and equipment are reflected in the accompanying consolidated financial statements.

Property and equipment are assessed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If it is determined that the carrying amounts may not be recoverable based on current and future levels of income and cash flows, as well as other factors, an impairment loss will be recognized at such time.

During its fourth quarter ended September 30, 2014, the Authority further re-evaluated its plans with respect to the development of the new hotel element of its suspended Project Horizon expansion, 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, the Authority recognized a related $5.0 million impairment charge, which was recorded in the accompanying consolidated statement of loss for the fiscal year ended September 30, 2014. In March 2015, the Mohegan Tribal Finance Authority (“MTFA”), a wholly-owned instrumentality of the Tribe, agreed to develop the planned hotel. 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. Accordingly, the related assets did not have any future benefit to the Authority, 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 consolidated statement of income for the fiscal year ended September 30, 2015. There are no assets remaining related to the suspended elements of Project Horizon (refer to Note 4).

As of September 30, 2015 and 2014, the Authority assessed its property and equipment for any additional impairment and determined that no additional impairment existed.

Capitalized Interest

Interest costs incurred in connection with major development and construction projects are capitalized and included in the cost of the related project. Under instances where no debt is directly incurred in connection with a project, interest is capitalized on amounts expended on the project utilizing the weighted-average interest cost of the Authority’s outstanding borrowings. Capitalization of interest ceases when a project is substantially completed or development activity is suspended for an extended period of time.

Goodwill

In accordance with authoritative guidance issued by the FASB pertaining to goodwill, the goodwill associated with the acquisition of the Pennsylvania Facilities is not subject to amortization, but is assessed at least annually for impairment by comparing its fair value to its carrying value. The fair value is determined utilizing an income approach based on projected discounted cash flows from the Pennsylvania Facilities, exclusive of capital expenditures requirements. If the carrying value of the goodwill exceeds its fair value, an impairment loss will be recognized to the extent that the carrying value of the goodwill exceeds its implied fair value. The income approach requires the Authority to make assumptions regarding future revenues and expenses, discount rates and the terminal value based on a market multiple of the Pennsylvania Facilities. As of September 30, 2015 and 2014, the Authority assessed the goodwill for impairment and determined that no impairment existed. If any of the following occurs, the goodwill may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on the accompanying consolidated financial statements: (1) if estimates of projected cash flows from the Pennsylvania Facilities are not achieved, (2) if the discount rate increases, (3) if terminal growth rates decrease or (4) if market multiples decrease.

Other Intangible Assets

Intangible assets relate primarily to the Pennsylvania Facilities, Mohegan Sun, MBC, Mohegan Lacrosse and Mohegan Golf.

In connection with the acquisition of the Pennsylvania Facilities, the Authority recorded a slot machine license intangible asset of $214.0 million. In October 2006, a one-time slot machine license fee of $50.0 million was paid to the Pennsylvania Gaming Control Board (the “PGCB”) and added to the existing slot machine license intangible asset. In June 2010, a one-time table game certificate fee of $16.5 million was paid to the PGCB and classified as an intangible asset. The slot machine license and table game certificate intangible assets, with indefinite useful lives, are assessed as a single unit of accounting at least annually for impairment by comparing the fair value of the recorded assets to their carrying value. Their fair value is determined utilizing an income approach based on projected discounted cash flows from the Pennsylvania Facilities, exclusive of a required rate of return of all other assets and exclusive of capital expenditures requirements. If the carrying value exceeds the fair value, an impairment loss will be recognized to the extent that the carrying value exceeds the fair value. The income approach requires the Authority to make assumptions regarding future revenues and expenses, discount rates and the terminal value based on a perpetual growth rate of the Pennsylvania Facilities. As of September 30, 2015 and 2014, the Authority assessed the intangible assets for impairment and determined that no impairment existed. If any of the following occurs, the intangible assets may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on the accompanying consolidated financial statements: (1) if estimates of projected cash flows from the Pennsylvania Facilities are not achieved, (2) if the discount rate increases or (3) if the terminal value decreases.

In connection with a relinquishment agreement (refer to Note 11), Trading Cove Associates (“TCA”) granted the Authority an exclusive, irrevocable, perpetual, world-wide and royalty-free license with respect to trademarks and other similar rights, including the “Mohegan Sun” name. The Mohegan Sun trademark intangible asset of $119.7 million is deemed to have an indefinite useful life and is assessed at least annually for impairment by comparing its fair value to its carrying value. The fair value is determined utilizing the income approach – relief from royalty method based on projected revenues from Mohegan Sun and Mohegan Sun Pocono. If the carrying value exceeds the fair value, an impairment loss will be recognized to the extent that the carrying value exceeds the fair value. The income approach requires the Authority to make assumptions regarding future revenues, discount rates, royalty rate and the terminal value based on a perpetual growth rate of Mohegan Sun and Mohegan Sun Pocono. As of September 30, 2015 and 2014, the Authority assessed the Mohegan Sun trademark for impairment and determined that no impairment existed. If any of the following occurs, the Mohegan Sun trademark may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on the accompanying consolidated financial statements: (1) if estimates of projected cash flows from Mohegan Sun and Mohegan Sun Pocono are not achieved, (2) if the discount rate increases or (3) if the perpetual growth rate decreases.

In connection with the acquisitions of the WNBA and NLL franchises and the assets of Pautipaug Country Club Inc., the Authority recorded franchise value intangible assets and a membership intangible asset, respectively. These intangible assets, with definite useful lives, are assessed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. As of September 30, 2015 and 2014, the Authority assessed these intangible assets for impairment and determined that no impairment existed.

Debt Issuance Costs, Discounts and Premiums

Debt issuance costs incurred in connection with the issuance of revolving debt are capitalized and amortized to interest expense based on the related debt agreements on a straight-line basis. Unamortized amounts are included in other assets, net, in the accompanying consolidated balance sheets. Debt issuance costs incurred in connection with the issuance of non-revolving debt are recorded as a reduction to the carrying amount of the related debt and amortized to interest expense based on the effective interest method. Premiums received in connection with the issuance of debt are recorded as an increase to the carrying amount of the related debt and amortized to interest expense based on the effective interest method.

Self-insurance Accruals

The Authority is self-insured up to certain limits for costs associated with workers’ compensation, general liability and employee medical coverage. Insurance claims and reserves include accruals of estimated settlements of known claims, as well as accruals of estimates of incurred but not reported claims. These accruals are included in other current liabilities in the accompanying consolidated balance sheets. In estimating self-insurance accruals, the Authority considers historical loss experiences and expected levels of costs per claim. Claims are accounted for based on estimates of undiscounted claims, including claims incurred but not reported. The Authority believes that this method provides a consistent and effective way to measure these liabilities; however, changes in health care costs, accident frequency and severity and other factors could materially impact estimated liabilities. The Authority continuously monitors estimates and makes adjustments when necessary.

Unredeemed Momentum Dollars

The Authority maintains an accrual for unredeemed Momentum Dollars. This accrual is based on the estimated cost of Momentum Dollars expected to be redeemed as of the respective balance sheet date. The Authority assesses the adequacy of this accrual by periodically evaluating historical redemption experiences and projected trends related to the accrual. Actual results could differ from these estimates.

Base Jackpots

Base jackpots represent the fixed minimum amount of payouts from slot machines for a specific combination. The Authority recognizes base jackpots as reductions to revenues when it becomes obligated to pay such jackpots.

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):

	September 30, 2015
	Carrying Value		Fair Value
Senior Secured Credit Facility – Revolving	$	21,000	$	20,575
Senior Secured Credit Facility – Term Loan A	$	109,613	$	109,811
Senior Secured Credit Facility – Term Loan B	$	792,078	$	802,711
2013 9 3/4% Senior Unsecured Notes	$	577,667	$	596,700
2012 11% Senior Subordinated Notes	$	98,939	$	103,446

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 September 30, 2015.

Revenue Recognition

The Authority recognizes gaming revenues as amounts wagered less prizes paid out. Revenues from food and beverage, hotel, retail, entertainment and other services are recognized at the time such service is performed. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rental revenues are recognized in the periods in which the tenants exceed their respective percentage rent thresholds.

Promotional Allowances

The Authority operates a program, without membership fees, for patrons at Mohegan Sun, Mohegan Sun Pocono and its managed property, Resorts Atlantic City. This program provides complimentary food and beverage, hotel, retail, entertainment and other amenities to patrons based on Momentum Dollars that are awarded for patrons’ gaming activities. Momentum Dollars may be utilized to purchase, among other things, items at restaurants and retail stores located within Mohegan Sun, Mohegan Sun Pocono and Resorts Atlantic City. Momentum Dollars may also be utilized at The Shops at Mohegan Sun and the Mohegan Sun gasoline and convenience center, as well as to purchase hotel services and tickets to entertainment events held at facilities located at Mohegan Sun, Mohegan Sun Pocono and Resorts Atlantic City. The retail value of complimentary items redeemed at facilities operated by the Authority is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The cost associated with reimbursing third-parties for the value of complimentary items redeemed at third-party outlets is included in gaming costs and expenses.

In addition, the Authority offers ongoing promotional coupons to patrons for the purchase of food and beverage, hotel and retail amenities offered at Mohegan Sun and Mohegan Sun Pocono. The retail value of coupons redeemed at facilities operated by the Authority is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The cost associated with reimbursing third-parties for the value of coupons redeemed at third-party outlets is included in gaming costs and expenses.

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

	For the Fiscal Years Ended
	September 30, 2015		September 30, 2014		September 30, 2013
Food and beverage	$	42,192	$	43,264	$	38,390
Hotel		15,142		14,721		13,799
Retail, entertainment and other		40,012		40,959		43,668
Total	$	97,346	$	98,944	$	95,857

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

	For the Fiscal Years Ended
	September 30, 2015		September 30, 2014		September 30, 2013
Food and beverage	$	35,122	$	37,936	$	34,194
Hotel		8,398		8,979		7,216
Retail, entertainment and other		35,559		36,772		40,167
Total	$	79,079	$	83,687	$	81,577

In certain circumstances, the Authority also offers discounts on patron losses and cash inducements at Mohegan Sun and Mohegan Sun Pocono, which are recognized as reductions to gaming revenues. Reductions to gaming revenues related to discounts provided on patron losses totaled $9.7 million, $12.2 million and $11.0 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. Reductions to gaming revenues related to Momentum Dollars redeemed for cash totaled $1.4 million, $1.3 million and $1.4 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

Gaming Costs and Expenses

Gaming costs and expenses primarily include portions of gaming revenues that must be paid to the State of Connecticut and the PGCB. Gaming costs and expenses also include, among other things, payroll costs, expenses associated with the operation of slot machines, table games, poker, live harness racing and racebook, certain marketing expenditures and promotional expenses related to Momentum Dollar and coupon redemptions.

Advertising Costs and Expenses

Production costs are expensed the first time the advertisement takes place. Prepaid rental fees associated with billboard advertisements are capitalized and amortized over the terms of the related rental agreements. Advertising costs and expenses totaled $27.0 million, $26.7 million and $28.2 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, prepaid advertising was $432,000 and $142,000, respectively.

Corporate Costs and Expenses

Corporate costs and expenses represent an allocation of certain governmental and administrative costs, payroll costs, professional fees and various other expenses not directly related to the Authority’s operations at Mohegan Sun or Mohegan Sun Pocono. In addition, Corporate costs and expenses include costs associated with various gaming diversification efforts, which are expensed as incurred, except when reimbursable by third-parties.

Pre-Opening Costs and Expenses

In accordance with authoritative guidance issued by the FASB pertaining to the reporting on the costs of start-up activities, pre-opening costs and expenses are expensed as incurred.

Investments in Unconsolidated Affiliates

The Authority, through its indirect wholly-owned subsidiary, MGA Holding NJ, holds a 10% ownership interest in Resorts Atlantic City and its associated gaming activities, including online gaming in the State of New Jersey. The Authority’s investment in Resorts Atlantic City is accounted for under the equity method as the Authority has significant influence.

Income Taxes

The Tribe is a sovereign Indian nation with independent legal jurisdiction over its people and land. Like other sovereign governments, the Tribe and its entities, including the Authority, are not subject to federal, state or local income taxes.

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, the Authority’s operating results for the fiscal year ended September 30, 2015 are not necessarily indicative of operating results for interim periods.

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.

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RECEIVABLES, NET

12 Months Ended

Sep. 30, 2015

Receivables [Abstract]

RECEIVABLES, NET

NOTE 3—RECEIVABLES, NET:

Receivables, net, consisted of the following (in thousands):

	September 30, 2015			September 30, 2014
Gaming	$	32,841		$	32,789
Hotel		1,637			922
Affiliates		19,400			—
Other		11,105			8,574
Subtotal		64,983			42,285
Less: reserve for doubtful collection		(11,039	)		(11,645	)
Total receivables, net	$	53,944		$	30,640

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PROPERTY AND EQUIPMENT, NET

12 Months Ended

Sep. 30, 2015

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

NOTE 4—PROPERTY AND EQUIPMENT, NET:

Property and equipment, net, consisted of the following (in thousands):

	September 30, 2015			September 30, 2014
Land	$	45,534		$	65,485
Land improvements		97,838			97,146
Buildings and improvements		1,733,924			1,734,673
Furniture and equipment		555,884			547,719
Construction in process		11,386			8,011
Subtotal		2,444,566			2,453,034
Less: accumulated depreciation		(1,092,511	)		(1,028,966	)
Total property and equipment, net	$	1,352,055		$	1,424,068

Depreciation expense totaled $77.0 million, $79.6 million and $79.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. The Authority did not recognize any capitalized interest for the fiscal year ended September 30, 2015. Capitalized interest totaled $735,000 and $2.0 million for the fiscal years ended September 30, 2014 and 2013, respectively.

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, 2014, the Authority further re-evaluated its plans with respect to the development of the new hotel element of the project, which then 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, the Authority recognized a related $5.0 million impairment charge, which was recorded in the accompanying consolidated statement of loss for the fiscal year ended September 30, 2014.

In March 2015, the MTFA 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. Accordingly, the related assets did not have any future benefit to the Authority, 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 consolidated statement of income for the fiscal year ended September 30, 2015. There are no assets remaining related to the suspended elements of Project Horizon.

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OTHER CURRENT ASSETS AND OTHER CURRENT LIABILITIES

12 Months Ended

Sep. 30, 2015

Text Block [Abstract]

OTHER CURRENT ASSETS AND OTHER CURRENT LIABILITIES

NOTE 5—OTHER CURRENT ASSETS AND OTHER CURRENT LIABILITIES:

Other current assets consisted of the following (in thousands):

	September 30, 2015		September 30, 2014
Non-qualified deferred compensation	$	8,867	$	9,809
Prepaid expenses and other miscellaneous current assets		9,663		7,188
Total other current assets	$	18,530	$	16,997

Other current liabilities consisted of the following (in thousands):

	September 30, 2015		September 30, 2014
Accrued payroll and related taxes and benefits	$	42,437	$	36,373
Combined outstanding Slot Win Contribution and free promotional slot play contribution		11,932		11,617
Amounts due to horsemen		7,372		8,109
Payments in transit		16,681		3,220
Other miscellaneous current liabilities		62,858		67,856
Total other current liabilities	$	141,280	$	127,175

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LONG-TERM DEBT

12 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

LONG-TERM DEBT

NOTE 6—LONG-TERM DEBT:

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

	September 30, 2015			September 30, 2014
Senior Secured Credit Facility - Revolving, due June 2018	$	21,000		$	37,000
Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount and debt issuance costs of $2,106 and $2,976 as of September 30, 2015 and 2014, respectively		109,613			117,336
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount and debt issuance costs of $14,918 and $17,078 as of September 30, 2015 and 2014, respectively		792,078			707,447
2013 9 3/4% Senior Unsecured Notes, due September 2021, net of premium and debt issuance costs of $7,333 and $7,802 as of September 30, 2015 and 2014, respectively		577,667			492,198
2005 6 7/8% Senior Subordinated Notes, due February 2015, net of debt issuance costs of $6 as of September 30, 2014		—			9,648
2012 11 % Senior Subordinated Notes, due September 2018, net of discount and debt issuance costs of $1,251 and $4,361 as of September 30, 2015 and 2014, respectively		98,939			270,829
Line of Credit		—			3,041
2009 Mohegan Tribe Promissory Note, due September 2015		—			1,750
2012 Mohegan Tribe Minor’s Trust Promissory Note, due March 2017		16,000			16,500
2013 Mohegan Tribe Promissory Note, due December 2018		7,420			7,420
Downs Lodging Credit Facility, due July 2016, net of debt issuance costs of $254 and $572 as of September 30, 2015 and 2014, respectively		40,262			44,428
Other		3,365			2,910
Long-term debt, excluding capital leases		1,666,344			1,710,507
Less: current portion of long-term debt		(55,194	)		(31,552	)
Long-term debt, net of current portion	$	1,611,150		$	1,678,955

Maturities of long-term debt are as follows (in thousands, including current maturities):

Fiscal Years
2016 (1)	$	67,567
2017		31,126
2018		999,671
2019		7,832
2020		337
Thereafter		585,673
Total	$	1,692,206

(1) Includes the Downs Lodging Credit Facility, due July 2016, which was refinanced in November 2015 on a long-term basis, and, accordingly, was primarily included in long-term debt, net of current portion, in the accompanying consolidated balance sheet as of September 30, 2015 (further discussed below).

On August 11, 2015, the Authority completed a series of refinancing transactions including the redemption of $175.0 million of its 2012 Senior Subordinated Notes with proceeds from the issuance of an additional $90.0 million of loans under its Term Loan B Facility and an additional $85.0 million of 2013 Senior Unsecured Notes (all further discussed below).

The Authority incurred approximately $6.6 million in costs in connection with these refinancing transactions, consisting primarily of consulting, legal, advisory and amendment fees. Previously deferred debt discounts and debt issuance costs totaling $2.3 million, as well as $1.7 million in new transaction costs, were expensed and recorded as a loss on early extinguishment of debt in the accompanying consolidated statement of income for the fiscal year ended September 30, 2015. Of the remaining $4.9 million in new transaction costs, $4.7 million was recorded as a reduction to the carrying amount of the related debt and included in long-term debt, net of current portion, in the accompanying consolidated balance sheet as of September 30, 2015 and will be amortized over the term of the related debt. The remaining $219,000 in new costs was capitalized and included in other assets, net, in the accompanying consolidated balance sheet as of September 30, 2015 and will be amortized over the term of the related debt.

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).

On August 11, 2015, the Authority entered into an increase joinder and amendment agreement among the Authority, the Tribe, the Guarantors as defined below, Citizens Bank, N.A., as Administrative Agent, and the lenders party thereto, amending the Senior Secured Credit Facilities. Pursuant to the amendment, the Authority borrowed $90.0 million of increase term B loans on the same terms as the existing term B loans under Term Loan B Facility. The net proceeds from this transaction were used to redeem outstanding 2012 Senior Subordinated Notes (further discussed below).

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 September 30, 2015, amounts outstanding under the Revolving Facility, Term Loan A Facility and Term Loan B Facility totaled $21.0 million, $111.7 million and $807.0 million, respectively. As of September 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 $76.0 million of borrowing capacity under its Revolving Facility and Line of Credit as of September 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 is also 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 September 30, 2015, the $21.0 million outstanding under the Revolving Facility was comprised of an $11.0 million base rate loan based on a base rate of 3.25% plus 300 basis points and $10.0 million in Eurodollar rate loans based on a Eurodollar rate of 0.20% plus 400 basis points. The commitment fee was 0.50% as of September 30, 2015. As of September 30, 2015, the $111.7 million outstanding under the Term Loan A Facility was based on a Eurodollar rate of 0.33% plus 400 basis points. As of September 30, 2015, the $807.0 million outstanding under the Term Loan B Facility was based on the Eurodollar rate floor of 1.0% plus 450 basis points. As of September 30, 2015, the effective interest rates of amounts outstanding under the Term Loan A Facility and Term Loan B Facility, after taking into account discounts and debt issuance costs, were 5.30% and 6.24%, respectively. As of September 30, 2015 and 2014, accrued interest, including commitment fees, on the Senior Secured Credit Facilities was $195,000 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 are also 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 September 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 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 “Initial 2013 Senior Unsecured Notes”). On August 11, 2015, the Authority issued an additional $85.0 million of senior unsecured notes under the Initial 2013 Senior Unsecured Notes indenture (the “Additional 2013 Senior Unsecured Notes” and, together with the Initial 2013 Senior Unsecured Notes, the “2013 Senior Unsecured Notes”). Subsequent to this transaction, an aggregate principal amount of $585.0 million 2013 Senior Unsecured Notes is outstanding. As of September 30, 2015, the effective interest rate of the 2013 Senior Unsecured Notes, after taking into account premiums, discounts and debt issuance costs, was 10.03%. The net proceeds from the Additional 2013 Senior Unsecured Notes were used to redeem outstanding 2012 Senior Subordinated Notes (further discussed below).

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 (and additional interest in the case of the Additional 2013 Senior Unsecured Notes, if any, pursuant to the registration rights agreement described below) 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 (and additional interest in the case of the Additional 2013 Senior Unsecured Notes, if any) 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 (and additional interest in the case of the Additional 2013 Senior Unsecured Notes, if any) 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 (and additional interest in the case of the Additional 2013 Senior Unsecured Notes, if any). Interest on the 2013 Senior Unsecured Notes is payable semi-annually on March 1^st and September 1^st.

In March 2014, the Authority completed an offer to exchange the Initial 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 September 30, 2015 and 2014, accrued interest on the 2013 Senior Unsecured Notes was $4.8 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 are also 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.

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 may also be obligated to file a shelf registration statement with respect to the Additional 2013 Senior Unsecured Notes.

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, plus 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. On September 10, 2015, the Authority redeemed an additional aggregate principal amount of $175.0 million of 2012 Senior Subordinated Notes. An aggregate principal amount of approximately $100.2 million 2012 Senior Subordinated Notes remains outstanding as of September 30, 2015. As of September 30, 2015, the effective interest rate of the 2012 Senior Subordinated Notes, after taking into account discounts and debt issuance costs, was 11.50%. As of September 30, 2015 and 2014, accrued interest on the 2012 Senior Subordinated Notes was $490,000 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 2012 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 2012 Senior Subordinated Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The 2012 Senior Subordinated Notes indenture contains 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 September 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 September 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 September 30, 2015, the Authority was in compliance with all covenant requirements under the Line of Credit. As of September 30, 2015 and 2014, accrued interest on the Line of Credit was $23,000.

2009 Mohegan Tribe Promissory Note

In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan (the “2009 Mohegan Tribe Promissory Note”). The 2009 Mohegan Tribe Promissory Note accrued interest at an annual rate of 10.0%. The 2009 Mohegan Tribe Promissory Note matured on September 30, 2015, at which time the remaining principal amount plus accrued interest was repaid. As of September 30, 2014, accrued interest on the 2009 Mohegan Tribe Promissory Note was $2.5 million.

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. As of September 30, 2015, the 2012 Mohegan Tribe Minor’s Trust Promissory Note accrued interest at an annual rate of 10.0% and accrued interest was 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 of September 30, 2015, principal outstanding under the 2012 Mohegan Tribe Minor’s Trust Promissory Note amortized 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 September 30, 2015 and 2014, accrued interest on the 2012 Mohegan Tribe Minor’s Trust Promissory Note was $1.3 million and $416,000, respectively.

The 2012 Mohegan Tribe Minor’s Trust Promissory Note was further amended on December 4, 2015, pursuant to which the interest rate was adjusted to an annual rate of 12.5% and accrued interest was adjusted to be payable quarterly commencing March 31, 2016. In addition, principal outstanding under the 2012 Mohegan Tribe Minor’s Trust Promissory Note will now amortize in an amount equal to $1.5 million per quarter commencing March 31, 2016 through December 31, 2016, with the remaining principal amount due at maturity. On December 4, 2015, the Cowlitz Tribe repaid $6.0 million of principal outstanding under the 2012 Mohegan Tribe Minor’s Trust Promissory Note on behalf of Salishan-Mohegan, leaving a remaining principal amount of $10.0 million.

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 September 30, 2015 and 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%, with accrued interest of 10.0% payable monthly in cash during the term of the loan and the remaining 3.0% due at maturity. In addition, a 3.0% exit fee is payable upon repayment of the loan principal. On July 16, 2015, Downs Lodging prepaid approximately $4.5 million of the Downs Lodging Credit Facility, plus accrued interest and fees. As of September 30, 2015, approximately $40.5 million remained outstanding under the Downs Lodging Credit Facility. As of September 30, 2015, the effective interest rate of the Downs Lodging Credit Facility, after taking into account debt issuance costs, was 14.52%.

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 September 30, 2015, Downs Lodging was in compliance with all covenant requirements under the Downs Lodging Credit Facility. As of September 30, 2015, accrued interest, including deferred interest and exit fee, on the Downs Lodging Credit Facility was $5.3 million. As of September 30, 2014, there was no accrued interest and $3.8 million of long-term deferred interest and exit fee on the Downs Lodging Credit Facility. Refer to Note 17 for subsequent events.

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LEASES

12 Months Ended

Sep. 30, 2015

Text Block [Abstract]

LEASES

NOTE 7—LEASES:

The Authority leases certain areas at Mohegan Sun and Mohegan Sun Pocono to third-party food and beverage and retail outlets, as well as the rights to access and utilize Mohegan Sun’s rooftop for the installation and operation of antenna towers. Minimum future rental income that the Authority expects to earn under non-cancelable leases is as follows (in thousands):

	Fiscal Years Ending September 30,
	2016		2017		2018		2019		2020		Thereafter		Total
Minimum future rental income	$	5,933	$	3,858	$	3,370	$	3,026	$	2,828	$	7,175	$	26,190

The Authority is required to make payments under various operating leases for buildings, equipment and land at Mohegan Sun and Mohegan Sun Pocono. The Authority incurred rental expense totaling $9.2 million, $11.4 million and $11.0 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

In March 2015, the Authority entered into a sublease agreement with MTFA to sublease an approximately 1.2-acre site and a planned 400-room hotel and related improvements, to be constructed adjacent to the Mohegan Sun Sky Hotel Tower, 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 (refer to Note 8). Rental payments under the sublease agreement will also 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 non-cancelable leases is as follows (in thousands):

	Fiscal Years Ending September 30,
	2016		2017		2018		2019		2020		Thereafter		Total
Minimum future rental expense	$	1,709	$	7,683	$	8,129	$	7,941	$	8,001	$	217,622	$	251,085

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RELATED PARTY TRANSACTIONS

12 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 8—RELATED PARTY TRANSACTIONS:

Distributions to the Tribe totaled $50.0 million for each of the fiscal years ended September 30, 2015, 2014 and 2013.

The Tribe provides certain governmental and administrative services in connection with the operation of Mohegan Sun. The Authority incurred expenses for such services totaling $28.3 million, $27.1 million and $26.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, 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 $17.4 million, $19.3 million and $17.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

The Authority incurred interest expense associated with borrowings from the Mohegan Tribe totaling $2.1 million, $2.3 million and $3.0 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

The Authority leases the land on which Mohegan Sun is located from the Tribe under a long-term lease agreement. The agreement requires the Authority to make a nominal annual rental payment. This lease has an initial term of 25 years and is renewable for an additional 25-year term upon expiration. 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, a 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 will also 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.

In addition, in July 2008, the Authority entered into a land lease agreement with the Tribe, replacing a prior land lease agreement, relating to property located adjacent to the Tribe’s reservation that is utilized by Mohegan Sun for employee parking. This agreement requires the Authority to make monthly payments equaling $75,000 until maturity on June 30, 2018. The Authority classified this lease as a capital lease for financial reporting purposes due to the existence of a bargain purchase option at the expiration of the lease.

In September 1995, the Tribe adopted the Mohegan Tribal Employment Rights Ordinance, as amended from time to time (the “TERO”), which sets forth hiring and contracting preference requirements for employers and entities conducting business on Tribal lands on or adjacent to the Mohegan Reservation. Pursuant to the TERO, the Authority and other covered employers are required to give hiring, promotion, training, retention and other employment-related preferences to Native Americans who meet the minimum qualifications for the applicable employment position. However, this preference requirement does not apply to key employees as such persons are defined under the TERO.

Similarly, any entity awarding a contract or subcontract valued up to $250,000 to be performed on Tribal lands must give preference, first, to certified Mohegan entities submitting commercially responsible bids, and second, to other certified Native American entities. This contracting preference is conditioned upon the bid by the preferred certified entity being within 5% of the lowest bid by a non-certified entity. Contracts in excess of $250,000 are awarded to the lowest commercially responsible bidder, on a competitive basis, with preference to certified Mohegan entities and then other certified Native American entities in the event of a matching bid. In addition, for contracts valued at any amount, other than those with federal or other special financing, a certified Mohegan entity which submits a bid that is not more than 10% higher than the lowest bid shall be awarded the contract for work to be performed on Tribal lands, if the certified Mohegan entity accepts the bid at the amount proffered by the lowest bidder and meets all other requirements. The TERO establishes procedures and requirements for certifying Mohegan entities and other Native American entities. Certification is based largely on the level of ownership and control exercised by the members of the Tribe or other Native American tribes, as the case may be, over the entity bidding on a contract.

As of September 30, 2015, the Authority employed approximately 115 members of the Tribe.

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EMPLOYEE BENEFIT PLANS

12 Months Ended

Sep. 30, 2015

Compensation Related Costs [Abstract]

EMPLOYEE BENEFIT PLANS

NOTE 9—EMPLOYEE BENEFIT PLANS:

The Authority maintains a retirement savings plan for its employees under Section 401(k) and Section 401(a) of the Internal Revenue Code (the “Mohegan Retirement and 401(k) Plan”). Under the 401(k) portion of the plan, participants may contribute between 1% and 25% of eligible compensation up to the maximum allowed by the Internal Revenue Code. The Authority may make discretionary matching contributions of 50%, up to the first 3% of participants’ eligible compensation contributed to the 401(k) portion of the plan. In general, employees become eligible for the Mohegan Retirement and 401(k) Plan after 90 days of service and become fully vested after five years of service. Under the retirement portion of the plan, the Authority may make discretionary retirement contributions based on a rate of $0.30 per qualified hour worked. Discretionary retirement contributions have been suspended since February 2009. The Authority contributed $2.2 million, $2.5 million and $2.4 million, net of forfeitures, to the Mohegan Retirement and 401(k) Plan for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

The Authority, together with the Tribe, maintains a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) for certain key employees. Under the Deferred Compensation Plan, participants may defer up to 100% of their compensation. Participants’ withdrawals, net of contributions and changes in fair value of investments, totaled $942,000, $22,000 and $7.4 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Sep. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 10—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 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 $145.6 million, $146.5 million and $155.8 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $11.9 million and $11.6 million, respectively.

Pennsylvania Slot Machine Tax

Downs Racing holds a Category One slot machine license issued by 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 consolidated balance sheets.

The Authority reflected expenses associated with the Pennsylvania Slot Machine Tax totaling $119.6 million, $122.3 million and $124.0 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, outstanding Pennsylvania Slot Machine Tax payments totaled $4.7 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 $6.7 million, $6.3 million and $6.1 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, outstanding Pennsylvania Table Game Tax payments totaled $148,000 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 $4.6 million, $4.7 million and $4.2 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $70,000 and $147,000, respectively.

Pennsylvania Gaming Control Board Loans

The PGCB was initially granted $36.1 million in loans to fund start-up costs for gaming in the Commonwealth of Pennsylvania, which are to be repaid by slot machine licensees (the “Initial Loans”). The PGCB was subsequently granted an additional $63.8 million in loans to fund ongoing gaming oversight costs, which are also 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 September 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 $620,000, $638,000 and $633,000 for the fiscal years ended September 30, 2015, 2014 and 2013, 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 September 30, 2015 and 2014, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $7.4 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 $31.5 million, $19.5 million and $19.2 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively.

Town of Montville Agreement

In June 1994, the Tribe entered into an agreement with the Town of Montville (the “Town”) under which the Tribe agreed to pay the Town $500,000 annually to minimize the impact of the Tribe’s reservation being held in trust on the Town. The Tribe has assigned its rights and obligations under this agreement to the Authority.

Land Lease Agreement

The land upon which Mohegan Sun is located is held in trust for the Tribe by the United States. The Authority entered into a land lease agreement with the Tribe to lease the property and improvements and related facilities constructed or installed on the property. In March 2007, the agreement was amended to update the legal description of the property, and, in April 2007, the amended agreement was approved by the Secretary of the Interior. In February 2015, the agreement was again amended to update the legal description of the property, which amendment was approved by the Secretary of the Interior in March 2015. The following summarizes the key provisions of the land lease agreement:

Term

The term of the agreement is 25 years with an option, exercisable by the Authority, to extend the term for one additional 25-year period. Upon termination of the agreement, the Authority will be required to surrender to the Tribe possession of the property and improvements, excluding any equipment, furniture, fixtures or other personal property.

Rent and Other Operating Costs and Expenses

The agreement requires the Authority to pay the Tribe a nominal annual rental fee. For any period that the Tribe or another agency or instrumentality of the Tribe is not the tenant, the rent will be 8% of such tenant’s gross revenues from the property. The Authority is responsible for all costs and expenses of owning, operating, constructing, maintaining, repairing, replacing and insuring the property.

Use of Property

The Authority may utilize the property and improvements solely for the operation of Mohegan Sun, unless prior approval is obtained from the Tribe for any proposed alternative use. The Authority may not construct or alter any building or improvement located on the property unless complete and final plans and specifications are approved by the Tribe. Following foreclosure of any mortgage on the Authority’s interest under the agreement or any transfer of such interest to the holder of such mortgage in lieu of foreclosure, the property and improvements may be utilized for any lawful purpose, subject to applicable codes and governmental regulations; provided, however, that a non-Indian holder of the property may under no circumstance conduct gaming operations on the property.

Permitted Mortgages and Rights of Permitted Mortgagees

The Authority may not mortgage, pledge or otherwise encumber its leasehold estate in the property except to a holder of a permitted mortgage. Under the terms of the agreement, permitted mortgages include the leasehold mortgage securing the Authority’s senior secured indebtedness, provided that, among other things: (1) the Tribe will have the right to notice of, and to cure, any default of the Authority, (2) the Tribe will have the right to prior notice of an intention by the holder to foreclose on the permitted mortgage and the right to purchase the mortgage in lieu of any foreclosure and (3) the permitted mortgage is subject and subordinated to any and all access and utility easements granted by the Tribe under the agreement. Under the terms of the agreement, each holder of a permitted mortgage has the right to notice of any default of the Authority under the agreement and the opportunity to cure such default within the applicable cure period.

Default Remedies

The Authority will be in default under the agreement if, subject to the notice provisions, it fails to make lease payments or comply with covenants under the agreement or if it pledges, encumbers or conveys its interest in violation of the terms of the agreement. Following a default, the Tribe may, with approval from the Secretary of the Interior, terminate the agreement unless a permitted mortgage remains outstanding with respect to the property. In such case, the Tribe may not: (1) terminate the agreement or the Authority’s right to possession of the property, (2) exercise any right of re-entry, (3) take possession of and/or relet the property or any portion thereof or (4) enforce any other right or remedy, which may materially and adversely affect the rights of the holder of the permitted mortgage, unless the default triggering such rights was a monetary default of which such holder failed to cure after notice.

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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RELINQUISHMENT AGREEMENT

12 Months Ended

Sep. 30, 2015

Text Block [Abstract]

RELINQUISHMENT AGREEMENT

NOTE 11—RELINQUISHMENT AGREEMENT:

In February 1998, the Authority and 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 September 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 fiscal year ended September 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 Fiscal Years Ended
	September 30, 2015		September 30, 2014		September 30, 2013
Principal	$	24.4	$	46.6	$	45.4
Accretion of discount		0.8		2.9		5.8
Total	$	25.2	$	49.5	$	51.2

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

The relinquishment liability reassessment credits of $243,000, $1.9 million and $249,000 for the fiscal years ended September 30, 2015, 2014 and 2013, respectively, resulted from reductions in Mohegan Sun revenues and revenue projections as of the end of each respective fiscal year compared to projections as of the end of the related prior fiscal year.

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MOHEGAN VENTURES WISCONSIN, LLC (MENOMINEE PROJECT)

12 Months Ended

Sep. 30, 2015

Cowlitz Project

MOHEGAN VENTURES WISCONSIN, LLC (MENOMINEE PROJECT)

NOTE 12—MOHEGAN VENTURES-NORTHWEST, LLC (COWLITZ PROJECT):

In July 2004, the Authority formed Mohegan Ventures-NW as its wholly-owned subsidiary. Mohegan Ventures-NW is one of three current members in Salishan-Mohegan, which was formed to participate in the Cowlitz Project, a proposed casino to be owned by the Cowlitz Tribe and to be located on the Cowlitz reservation in Clark County, Washington. Mohegan Ventures-NW, Salishan Company, LLC, an unrelated entity, and a subsidiary of the Tribe hold membership interests in Salishan-Mohegan of 49.15%, 40% and 10.85%, respectively. Salishan-Mohegan holds a 100% membership interest in Salishan-Mohegan Two and Interchange Development Group, both of which were formed to acquire certain property related to the Cowlitz Project. Salishan-Mohegan is not a restricted entity of the Authority, and therefore, is not a guarantor of the Authority’s debt obligations.

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 assists in securing financing, as well as administration and oversight of 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 (the “NIGC”). 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. As of September 30, 2015, 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. As of September 30, 2015, the Authority accrued 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 in October 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. The plaintiffs subsequently appealed and such appeals remain pending before the Court of Appeals for the District of Columbia Circuit. The Authority can provide no assurance as to the outcome of these appeals or any future litigation.

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 carrying value of the land totaling approximately $20.0 million, which was included in property and equipment, net, in the accompanying 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 receivables, net, and other assets, net, in the accompanying consolidated balance sheet as of September 30, 2015.

Construction of the Cowlitz Project commenced on September 18, 2015. The Authority can provide no assurance that remaining permits or approvals related to construction and opening or other remaining steps and conditions for the Cowlitz Project site to be approved for gaming will be satisfied. 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.

In light of the aforementioned and the uncertainty in the development of the Cowlitz Project, the Authority maintains a reserve for doubtful collection of the Salishan-Mohegan receivables, which is based on the Authority’s estimate of the probability that the receivables will be collected. As of September 30, 2015 and 2014, the Salishan-Mohegan receivables, including accrued interest, totaled $90.7 million and $56.8 million, respectively. As of September 30, 2015 and 2014, related reserves for doubtful collection totaled $21.2 million and $17.0 million, respectively. The Salishan-Mohegan receivables were included in other assets, net, in the accompanying consolidated balance sheets.

On December 4, 2015, the Cowlitz Tribal Gaming Authority (the “CTGA”) closed on its financing for the Cowlitz Project. The financing provides funding for construction of the Cowlitz Project and a partial repayment of the Salishan-Mohegan receivables. In connection with this transaction, Salishan-Mohegan was repaid $19.4 million of the Salishan-Mohegan receivables, a portion of which was used to repay certain outstanding debt of Salishan-Mohegan. In accordance with the terms of the development agreement, as amended, the remaining outstanding Salishan-Mohegan receivables are to be repaid in equal monthly installments over a seven-year period beginning in the first month following the opening of the Cowlitz Project, plus accrued interest at a rate equal to 1.0% above the Cowlitz Project financing rate, or 12.5%. Pursuant to the development agreement, repayment of the Salishan-Mohegan receivables may accelerate depending on the level of available cash at the end of each fiscal year, subject to certain conditions as set forth in the development agreement, including conditions of the Cowlitz financing. Also in connection with the Cowlitz financing, Salishan-Mohegan assigned the lease for the Cowlitz Project site to CTGA.

Menominee Project

MOHEGAN VENTURES WISCONSIN, LLC (MENOMINEE PROJECT)

NOTE 13—MOHEGAN VENTURES WISCONSIN, LLC (MENOMINEE PROJECT):

In March 2007, the Authority formed MVW as its wholly-owned subsidiary and one of two original members in WTG, which was formed to participate in the Menominee Project, a proposed casino to be owned by the Menominee Tribe and to be located in Kenosha, Wisconsin. MVW now holds 100% membership interest in WTG. MVW and WTG are full and unconditional guarantors of the Authority’s outstanding indebtedness.

In connection with the Menominee Project, the Authority entered into a management agreement with the Menominee Tribe and the Menominee Kenosha Gaming Authority (the “MKGA”), and WTG purchased the development rights for the Menominee Project under a development agreement with the Menominee Tribe and the MKGA. In September 2010, WTG entered into a release and reimbursement agreement pursuant to which WTG: (1) relinquished its development rights and was relieved of its development obligations for the Menominee Project, (2) retained its rights to reimbursement of certain receivables related to reimbursable costs and expenses advanced by WTG on behalf of the Menominee Tribe for the Menominee Project, subject to certain conditions and (3) assigned the option to purchase the proposed Menominee Project site in Kenosha to MKGA. The Authority retained its interest in the management agreement. Due to the uncertainty in the development of the Menominee Project, as of September 30, 2008, the Authority fully reserved for these receivables and wrote-off the related development rights intangible asset. In February 2012, the MKGA terminated its efforts to seek NIGC approval of the management agreement. As of September 30, 2015, the WTG receivables remain fully reserved.

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INVESTMENT IN WNBA FRANCHISE

12 Months Ended

Sep. 30, 2015

Text Block [Abstract]

INVESTMENT IN WNBA FRANCHISE

NOTE 14—INVESTMENT IN WNBA FRANCHISE:

In January 2003, the Authority formed MBC as its wholly-owned subsidiary to own and operate a professional basketball team in the WNBA. In January 2003, the Authority and MBC entered into a membership agreement with WNBA, LLC which sets forth the terms and conditions under which MBC acquired its membership in the WNBA and the right to own and operate a team. The Authority guaranteed the obligations of MBC under the membership agreement. MBC is a full and unconditional guarantor of the Authority’s outstanding indebtedness.

In connection with MBC’s acquisition of its membership in the WNBA and the right to own and operate a team, the Authority estimated the fair value of the initial player roster to be $4.8 million and the remaining $5.5 million of MBC’s aggregate investment was recognized as a franchise value.

The player roster value was amortized over seven years and became fully amortized in fiscal 2010. The franchise value is being amortized over thirty years and is assessed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. As of September 30, 2015 and 2014, accumulated amortization on the franchise value was $2.3 million and $2.1 million, respectively. Amortization expense associated with the franchise value totaled $183,000 for each of the fiscal years ended September 30, 2015, 2014 and 2013. The Authority expects to incur amortization expenses related to the franchise value of $183,000 for each of the next five fiscal years. The franchise value was included in intangible assets, net, in the accompanying consolidated balance sheets.

MBC currently owns approximately 4.2% of the membership interest in WNBA, LLC which is accounted for under the cost method. Under the terms of the Limited Liability Company Agreement of WNBA, LLC, if at any time, WNBA, LLC’s Board of Governors determines that additional funds are needed for WNBA, LLC’s or any league entity’s general business, the Board of Governors may require additional cash capital contributions. In such event, each member shall be obligated to contribute to WNBA, LLC an amount of cash equal to that member’s proportionate share of ownership. No such cash capital contribution has been required by WNBA, LLC through September 30, 2015.

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SEGMENT REPORTING

12 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

SEGMENT REPORTING

NOTE 15—SEGMENT REPORTING:

As of September 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 Fiscal Years Ended
(in thousands)	September 30, 2015			September 30, 2014			September 30, 2013
Net revenues:
Mohegan Sun	$	994,010		$	995,100		$	1,042,078
Mohegan Sun Pocono		295,135			296,578			296,648
Corporate and other		7,567			5,391			1,302
Inter-segment revenues		(5,092	)		(4,351	)		—
Total	$	1,291,620		$	1,292,718		$	1,340,028
Income (loss) from operations:
Mohegan Sun	$	212,211		$	181,325		$	212,680
Mohegan Sun Pocono		45,817			36,956			43,763
Corporate and other		(24,853	)		(36,873	)		(26,937	)
Total		233,175			181,408			229,506
Accretion of discount to the relinquishment liability		(227	)		(2,205	)		(4,974	)
Interest income		7,983			7,066			6,271
Interest expense, net of capitalized interest		(143,876	)		(147,933	)		(170,150	)
Loss on early extinguishment of debt		(3,987	)		(62,041	)		(11,516	)
Other expense, net		(929	)		(853	)		(1,595	)
Net income (loss)		92,139			(24,558	)		47,542
Loss attributable to non-controlling interests		2,255			380			2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	(24,178	)	$	50,326

	For the Fiscal Years Ended
(in thousands)	September 30, 2015		September 30, 2014		September 30, 2013
Capital expenditures incurred:
Mohegan Sun	$	24,521	$	19,518	$	27,652
Mohegan Sun Pocono		5,448		3,946		4,673
Corporate and other		55		9,164		33,728
Total	$	30,024	$	32,628	$	66,053

(in thousands)	September 30, 2015		September 30, 2014
Total assets:
Mohegan Sun	$	1,332,458	$	1,368,352
Mohegan Sun Pocono		555,449		551,655
Corporate and other		132,226		115,524
Total	$	2,020,133	$	2,035,531

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION

12 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION

NOTE 16—SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of September 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 15 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 September 30, 2015 and 2014 and for the fiscal years ended September 30, 2015, 2014 and 2013 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS

	September 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	$	42,093	$	22,167	$	1,494		$	—		$	65,754
Restricted cash		62		1,661		39			—			1,762
Receivables, net		29,134		3,585		22,871			(1,646	)		53,944
Inventories		14,401		1,145		—			—			15,546
Other current assets		15,569		2,928		33			—			18,530
Total current assets		101,259		31,486		24,437			(1,646	)		155,536
Non-current assets:
Property and equipment, net		1,098,588		214,778		38,689			—			1,352,055
Goodwill		—		39,459		—			—			39,459
Other intangible assets, net		120,281		284,418		2,019			—			406,718
Other assets, net		10,711		4,017		57,597			(5,960	)		66,365
Inter-company receivables		254,348		94,033		—			(348,381	)		—
Investment in subsidiaries		328,462		—		—			(328,462	)		—
Total assets	$	1,913,649	$	668,191	$	122,742		$	(684,449	)	$	2,020,133
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	46,248	$	—	$	2,946		$	—		$	49,194
Due to Mohegan Tribe		—		—		6,000			—			6,000
Current portion of capital leases		824		48		—			(48	)		824
Trade payables		12,365		2,564		87			—			15,016
Construction payables		11,149		1,888		100			—			13,137
Accrued interest payable		5,461		—		6,594			—			12,055
Other current liabilities		108,911		29,699		4,268			(1,598	)		141,280
Total current liabilities		184,958		34,199		19,995			(1,646	)		237,506
Non-current liabilities:
Long-term debt, net of current portion		1,555,487		—		38,243			—			1,593,730
Due to Mohegan Tribe, net of current portion		—		—		17,420			—			17,420
Capital leases, net of current portion		1,521		5,770		—			(5,770	)		1,521
Other long-term liabilities		1,915		—		—			—			1,915
Inter-company payables		—		246,380		102,001			(348,381	)		—
Accumulated losses in excess of investment in subsidiaries		—		40,873		—			(40,873	)		—
Total liabilities		1,743,881		327,222		177,659			(396,670	)		1,852,092
Capital:
Retained earnings		169,768		340,969		(55,157	)		(286,128	)		169,452
Mohegan Tribal Gaming Authority capital		169,768		340,969		(55,157	)		(286,128	)		169,452
Non-controlling interests		—		—		240			(1,651	)		(1,411	)
Total capital		169,768		340,969		(54,917	)		(287,779	)		168,041
Total liabilities and capital	$	1,913,649	$	668,191	$	122,742		$	(684,449	)	$	2,020,133

(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		8,768		3,970		48,505			(6,312	)		54,931
Inter-company receivables		228,122		65,981		—			(294,103	)		—
Investment in subsidiaries		325,651		—		—			(325,651	)		—
Total assets	$	1,915,720	$	636,968	$	109,730		$	(626,887	)	$	2,035,531
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	28,887	$	—	$	415		$	—		$	29,302
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		174,587		35,537		13,988			(821	)		223,291
Non-current liabilities:
Long-term debt, net of current portion		1,611,107		—		44,428			—			1,655,535
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		1,790,346		298,597		154,476			(332,715	)		1,910,704
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	$	1,915,720	$	636,968	$	109,730		$	(626,887	)	$	2,035,531

(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 Fiscal Year Ended September 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	861,919		$	271,801		$	—		$	—		$	1,133,720
Food and beverage		60,687			28,913			120			—			89,720
Hotel		44,836			5,660			—			—			50,496
Retail, entertainment and other		94,457			17,072			8,593			(5,092	)		115,030
Gross revenues		1,061,899			323,446			8,713			(5,092	)		1,388,966
Less-Promotional allowances		(74,994	)		(20,109	)		(14	)		(2,229	)		(97,346	)
Net revenues		986,905			303,337			8,699			(7,321	)		1,291,620
Operating costs and expenses:
Gaming		457,948			193,952			—			—			651,900
Food and beverage		32,964			8,590			—			—			41,554
Hotel		14,062			5,724			—			(4,852	)		14,934
Retail, entertainment and other		39,353			6,029			2,626			(2,229	)		45,779
Advertising, general and administrative		158,230			31,427			14,050			(14,783	)		188,924
Corporate		16,584			—			—			14,543			31,127
Depreciation and amortization		63,071			13,371			1,138			—			77,580
Loss on disposition of assets		1,007			11			—			—			1,018
Severance		3,244			126			—			—			3,370
Impairment of Project Horizon		2,502			—			—			—			2,502
Relinquishment liability reassessment		(243	)		—			—			—			(243	)
Total operating costs and expenses		788,722			259,230			17,814			(7,321	)		1,058,445
Income (loss) from operations		198,183			44,107			(9,115	)		—			233,175
Other income (expense):
Accretion of discount to the relinquishment liability		(227	)		—			—			—			(227	)
Interest income		43			7,424			8,346			(7,830	)		7,983
Interest expense, net of capitalized interest		(95,485	)		(39,992	)		(16,229	)		7,830			(143,876	)
Loss on early extinguishment of debt		(3,987	)		—			—			—			(3,987	)
Loss on interests in subsidiaries		(4,144	)		(9,193	)		—			13,337			—
Other income (expense), net		11			—			(940	)		—			(929	)
Total other expense		(103,789	)		(41,761	)		(8,823	)		13,337			(141,036	)
Net income (loss)		94,394			2,346			(17,938	)		13,337			92,139
Loss attributable to non-controlling interests		—			—			835			1,420			2,255
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	2,346		$	(17,103	)	$	14,757		$	94,394

(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 Fiscal Year Ended September 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	858,780		$	274,783		$	—		$	—		$	1,133,563
Food and beverage		62,273			29,382			—			—			91,655
Hotel		42,921			4,389			—			—			47,310
Retail, entertainment and other		101,506			16,515			5,464			(4,351	)		119,134
Gross revenues		1,065,480			325,069			5,464			(4,351	)		1,391,662
Less-Promotional allowances		(76,618	)		(20,567	)		(17	)		(1,742	)		(98,944	)
Net revenues		988,862			304,502			5,447			(6,093	)		1,292,718
Operating costs and expenses:
Gaming		488,293			198,728			—			—			687,021
Food and beverage		32,348			9,134			—			—			41,482
Hotel		15,287			4,631			—			(4,111	)		15,807
Retail, entertainment and other		45,876			6,780			—			(1,711	)		50,945
Advertising, general and administrative		155,668			35,075			27,927			(28,031	)		190,639
Corporate		13,276			—			—			27,760			41,036
Depreciation and amortization		65,406			13,814			906			—			80,126
(Gain) loss on disposition of assets		(12	)		3			—			—			(9	)
Pre-opening		—			1,187			—			—			1,187
Impairment of Project Horizon		4,981			—			—			—			4,981
Relinquishment liability reassessment		(1,905	)		—			—			—			(1,905	)
Total operating costs and expenses		819,218			269,352			28,833			(6,093	)		1,111,310
Income (loss) from operations		169,644			35,150			(23,386	)		—			181,408
Other income (expense):
Accretion of discount to the relinquishment liability		(2,205	)		—			—			—			(2,205	)
Interest income		88			4,704			7,306			(5,032	)		7,066
Interest expense, net of capitalized interest		(97,380	)		(42,583	)		(13,002	)		5,032			(147,933	)
Loss on early extinguishment of debt		(62,041	)		—			—			—			(62,041	)
Loss on interests in subsidiaries		(32,449	)		(24,848	)		—			57,297			—
Other income (expense), net		165			—			(1,018	)		—			(853	)
Total other expense		(193,822	)		(62,727	)		(6,714	)		57,297			(205,966	)
Net loss		(24,178	)		(27,577	)		(30,100	)		57,297			(24,558	)
Loss attributable to non-controlling interests		—			—			—			380			380
Net loss attributable to Mohegan Tribal Gaming Authority	$	(24,178	)	$	(27,577	)	$	(30,100	)	$	57,677		$	(24,178	)

(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 Fiscal Year Ended September 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	911,180		$	279,022		$	—		$	—		$	1,190,202
Food and beverage		59,334			26,917			—			—			86,251
Hotel		40,873			—			—			—			40,873
Retail, entertainment and other		100,545			16,679			1,575			(240	)		118,559
Gross revenues		1,111,932			322,618			1,575			(240	)		1,435,885
Less-Promotional allowances		(76,407	)		(17,300	)		(4	)		(2,146	)		(95,857	)
Net revenues		1,035,525			305,318			1,571			(2,386	)		1,340,028
Operating costs and expenses:
Gaming		507,069			201,860			—			—			708,929
Food and beverage		33,297			8,280			(2	)		—			41,575
Hotel		14,339			—			—			—			14,339
Retail, entertainment and other		40,371			5,589			—			(2,101	)		43,859
Advertising, general and administrative		159,869			32,997			13,373			(13,566	)		192,673
Corporate		14,841			—			—			13,281			28,122
Depreciation and amortization		67,097			13,220			—			—			80,317
Loss on disposition of assets		222			19			—			—			241
Severance		(146	)		175			—			—			29
Pre-opening		—			687			—			—			687
Relinquishment liability reassessment		(249	)		—			—			—			(249	)
Total operating costs and expenses		836,710			262,827			13,371			(2,386	)		1,110,522
Income (loss) from operations		198,815			42,491			(11,800	)		—			229,506
Other income (expense):
Accretion of discount to the relinquishment liability		(4,974	)		—			—			—			(4,974	)
Interest income		146			2,320			6,064			(2,259	)		6,271
Interest expense, net of capitalized interest		(118,303	)		(44,126	)		(9,980	)		2,259			(170,150	)
Loss on early extinguishment of debt		(11,516	)		—			—			—			(11,516	)
Loss on interests in subsidiaries		(13,834	)		(7,389	)		—			21,223			—
Other expense, net		(8	)		—			(1,587	)		—			(1,595	)
Total other expense		(148,489	)		(49,195	)		(5,503	)		21,223			(181,964	)
Net income (loss)		50,326			(6,704	)		(17,303	)		21,223			47,542
Loss attributable to non-controlling interests		—			—			—			2,784			2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	50,326		$	(6,704	)	$	(17,303	)	$	24,007		$	50,326

(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 Fiscal Year Ended September 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)	$	94,394		$	2,346		$	(17,938	)	$	13,337		$	92,139
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		63,071			13,371			1,138			—			77,580
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	)
Loss on early extinguishment of debt		2,269			—			—			—			2,269
Proceeds from bond premiums		2,125			—			—			—			2,125
Payments of tender offer costs and discounts		(2,894	)		—			—			—			(2,894	)
Amortization of debt issuance costs and accretion of bond premiums and discounts		7,453			—			318			—			7,771
Provision for losses on receivables		1,350			299			4,229			—			5,878
Impairment of Project Horizon		2,502			—			—			—			2,502
Loss on disposition of assets		1,007			11			—			—			1,018
Loss from unconsolidated affiliates		31			—			941			—			972
Inter-company transactions		(35,724	)		41,355			7,695			(13,326	)		—
Changes in operating assets and liabilities:
Increase in receivables		(2,699	)		(1,247	)		(2,264	)		870			(5,340	)
(Increase) decrease in inventories		(1,062	)		60			—			—			(1,002	)
Increase in other assets		(2,756	)		(1,806	)		(7,544	)		(46	)		(12,152	)
Increase (decrease) in trade payables		(6,394	)		(2,617	)		27			—			(8,984	)
Decrease in accrued interest		(264	)		—			(146	)		—			(410	)
Increase (decrease) in other liabilities		14,527			908			(5,860	)		(835	)		8,740
Net cash flows provided by (used in) operating activities		136,142			52,680			(19,404	)		—			169,418
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables		(17,221	)		(4,651	)		(588	)		—			(22,460	)
Issuance of third-party loans and advances		—			—			(4,080	)		—			(4,080	)
Payments received on third-party loans		157			—			—			—			157
(Increase) decrease in restricted cash, net		(32	)		(1,746	)		252			—			(1,526	)
Proceeds from asset sales		1,602			13			—			—			1,615
Investments in the New England Black Wolves		—			—			(500	)		—			(500	)
Inter-company transactions		6,687			(20,731	)		45			13,999			—
Net cash flows used in investing activities		(8,807	)		(27,115	)		(4,871	)		13,999			(26,794	)
Cash flows provided by (used in) financing activities:
Senior Secured Credit Facility borrowings - Revolving		442,000			—			—			—			442,000
Senior Secured Credit Facility repayments - Revolving		(458,000	)		—			—			—			(458,000	)
Senior Secured Credit Facility repayments - Term Loan A		(7,756	)		—			—			—			(7,756	)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount		87,911			—			—			—			87,911
Senior Secured Credit Facility repayments - Term Loan B		(5,339	)		—			—			—			(5,339	)
Line of Credit borrowings		446,935			—			—			—			446,935
Line of Credit repayments		(449,976	)		—			—			—			(449,976	)
Repayments to Mohegan Tribe		—			—			(2,250	)		—			(2,250	)
Proceeds from issuance of Senior Unsecured Notes, net of premiums		85,000			—			—			—			85,000
Repayments of other long-term debt		(182,269	)		—			(4,547	)		—			(186,816	)
Principal portion of relinquishment liability payments		(24,400	)		—			—			—			(24,400	)
Distributions to Mohegan Tribe		(50,000	)		—			—			—			(50,000	)
Payments of financing fees		(2,360	)		—			—			—			(2,360	)
Payments on capital lease obligations		(927	)		(45	)		—			45			(927	)
Inter-company transactions		—			(18,120	)		32,164			(14,044	)		—
Net cash flows provided by (used in) financing activities		(119,181	)		(18,165	)		25,367			(13,999	)		(125,978	)
Net increase in cash and cash equivalents		8,154			7,400			1,092			—			16,646
Cash and cash equivalents at beginning of year		33,939			14,767			402			—			49,108
Cash and cash equivalents at end of year	$	42,093		$	22,167		$	1,494		$	—		$	65,754

(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 Fiscal Year Ended September 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	$	(24,178	)	$	(27,577	)	$	(30,100	)	$	57,297		$	(24,558	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization		65,406			13,814			906			—			80,126
Relinquishment liability reassessment		(1,905	)		—			—			—			(1,905	)
Accretion of discount to the relinquishment liability		2,205			—			—			—			2,205
Cash paid for accretion of discount to the relinquishment liability		(2,897	)		—			—			—			(2,897	)
Loss on early extinguishment of debt		58,245			—			—			—			58,245
Payments of tender offer costs and discounts		(48,155	)		—			—			—			(48,155	)
Amortization of debt issuance costs and accretion of bond discounts		7,719			—			318			—			8,037
Provision for losses on receivables		2,368			390			3,388			—			6,146
Impairment of Project Horizon		4,981			—			—			—			4,981
(Gain) loss on disposition of assets		(12	)		3			—			—			(9	)
(Gain) loss from unconsolidated affiliates		(178	)		—			1,004			—			826
Inter-company transactions		(9,896	)		62,401			4,783			(57,288	)		—
Changes in operating assets and liabilities:
Increase in receivables		(6,622	)		(310	)		(1,783	)		1,556			(7,159	)
Increase in inventories		(411	)		(143	)		—			—			(554	)
(Increase) decrease in other assets		3,236			(77	)		(5,888	)		(802	)		(3,531	)
Increase (decrease) in trade payables		9,858			3,568			(7	)		—			13,419
Decrease in accrued interest		(12,891	)		—			(1,746	)		—			(14,637	)
Increase (decrease) in other liabilities		(4,587	)		(573	)		8,359			(763	)		2,436
Net cash flows provided by (used in) operating activities		42,286			51,496			(20,766	)		—			73,016
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables		(18,629	)		(4,250	)		(12,200	)		—			(35,079	)
Issuance of third-party loans and advances		—			—			(1,804	)		—			(1,804	)
Payments received on third-party loans		644			—			—			—			644
Decrease in restricted cash, net		53			1,583			12,043			—			13,679
Proceeds from asset sales		104			30			—			—			134
Investments in unconsolidated affiliates		—			—			(29	)		—			(29	)
Inter-company transactions		27,195			(24,222	)		45			(3,018	)		—
Net cash flows provided by (used in) investing activities		9,367			(26,859	)		(1,945	)		(3,018	)		(22,455	)
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		310,000			—			—			—			310,000
Senior Secured Credit Facility repayments – Revolving		(273,000	)		—			—			—			(273,000	)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount		124,343			—			—			—			124,343
Senior Secured Credit Facility repayments - Term Loan A		(3,125	)		—			—			—			(3,125	)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount		720,952			—			—			—			720,952
Senior Secured Credit Facility repayments - Term Loan B		(5,475	)		—			—			—			(5,475	)
Line of Credit borrowings		356,796			—			—			—			356,796
Line of Credit repayments		(353,755	)		—			—			—			(353,755	)
Repayments to Mohegan Tribe		—			—			(3,250	)		—			(3,250	)
Repayments of other long-term debt		(212,270	)		—			(53	)		—			(212,323	)
Principal portion of relinquishment liability payments		(46,574	)		—			—			—			(46,574	)
Distributions to Mohegan Tribe		(50,000	)		—			—			—			(50,000	)
Payments of financing fees		(12,395	)		—			—			—			(12,395	)
Payments on capital lease obligations		(2,168	)		(45	)		—			45			(2,168	)
Inter-company transactions		—			(28,480	)		25,507			2,973			—
Net cash flows provided by (used in) financing activities		(61,774	)		(28,525	)		22,204			3,018			(65,077	)
Net decrease in cash and cash equivalents		(10,121	)		(3,888	)		(507	)		—			(14,516	)
Cash and cash equivalents at beginning of year		44,060			18,655			909			—			63,624
Cash and cash equivalents at end of year	$	33,939		$	14,767		$	402		$	—		$	49,108

(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 Fiscal Year Ended September 30, 2013
	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)	$	50,326			(6,704	)		(17,303	)		21,223			47,542
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		67,097			13,220			—			—			80,317
Relinquishment liability reassessment		(249	)		—			—			—			(249	)
Accretion of discount to the relinquishment liability		4,974			—			—			—			4,974
Cash paid for accretion of discount to the relinquishment liability		(5,792	)		—			—			—			(5,792	)
Loss on early extinguishment of debt		4,531			—			—			—			4,531
Payments of tender offer costs and discounts		(3,104	)		—			—			—			(3,104	)
Amortization of debt issuance costs and accretion of bond discounts		11,968			—			317			—			12,285
Amortization of net deferred gain on settlement of derivative instruments		(76	)		—			—			—			(76	)
Provision for losses on receivables		951			103			2,382			—			3,436
Loss on disposition of assets		222			19			—			—			241
(Gain) loss from unconsolidated affiliates		(11	)		—			1,564			—			1,553
Inter-company transactions		(30,508	)		49,282			2,449			(21,223	)		—
Changes in operating assets and liabilities:
(Increase) decrease in receivables		495			(1,011	)		(132	)		—			(648	)
Decrease in inventories		326			122			—			—			448
(Increase) decrease in other assets		8,255			41			(5,537	)		—			2,759
Increase (decrease) in trade payables		(2,367	)		265			(41	)		—			(2,143	)
Increase (decrease) in accrued interest		(23,183	)		—			117			—			(23,066	)
Increase (decrease) in other liabilities		(21,440	)		(773	)		2,156			—			(20,057	)
Net cash flows provided by (used in) operating activities		62,415			54,564			(14,028	)		—			102,951
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables		(24,774	)		(4,481	)		(30,342	)		—			(59,597	)
Issuance of third-party loans and advances		—			—			(2,033	)		—			(2,033	)
Payments received on third-party loans		139			—			—			—			139
(Increase) decrease in restricted cash, net		—			(423	)		33,501			—			33,078
Proceeds from asset sales		208			8			—			—			216
Investments in unconsolidated affiliates		—			—			(4,971	)		—			(4,971	)
Inter-company transactions		24,289			(22,468	)		—			(1,821	)		—
Net cash flows used in investing activities		(138	)		(27,364	)		(3,845	)		(1,821	)		(33,168	)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility borrowings – Revolving		3,000			—			—			—			3,000
Prior Bank Credit Facility repayments – Revolving		(3,000	)		—			—			—			(3,000	)
Prior Bank Credit Facility repayments – Term		(4,000	)		—			—			—			(4,000	)
Line of Credit borrowings		24,897			—			—			—			24,897
Line of Credit repayments		(24,897	)		—			—			—			(24,897	)
Repayments to Mohegan Tribe		—			—			(9,950	)		—			(9,950	)
Proceeds from issuance of Senior Unsecured Notes		500,000			—			—			—			500,000
Repayments of other long-term debt		(495,561	)		—			(40	)		—			(495,601	)
Principal portion of relinquishment liability payments		(45,350	)		—			—			—			(45,350	)
Distributions to Mohegan Tribe		(50,000	)		—			—			—			(50,000	)
Payments of financing fees		(11,757	)		—			(200	)		—			(11,957	)
Payments on capital lease obligations		(3,385	)		—			—			—			(3,385	)
Inter-company transactions		—			(30,302	)		28,481			1,821			—
Net cash flows provided by (used in) financing activities		(110,053	)		(30,302	)		18,291			1,821			(120,243	)
Net increase (decrease) in cash and cash equivalents		(47,776	)		(3,102	)		418			—			(50,460	)
Cash and cash equivalents at beginning of year		91,836			21,757			491			—			114,084
Cash and cash equivalents at end of year	$	44,060		$	18,655		$	909		$	—		$	63,624

(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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SUBSEQUENT EVENTS

12 Months Ended

Sep. 30, 2015

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 17—SUBSEQUENT EVENTS:

Facility Agreement

On November 18, 2015, the Authority entered into an agreement (the “Facility Agreement”) by and among the Authority, the Tribe and UBS AG, London Branch (“UBS”). Pursuant to the Facility Agreement, the Authority may issue, from time to time, to UBS or its designee, senior unsecured notes in an aggregate principal amount of up to $200.0 million, with varying amounts, borrowing dates, maturities and interest rates, as may be agreed with UBS or its designee.

                On November 20, 2015, pursuant to the Facility Agreement, the Authority entered into a note purchase agreement (the “Note Purchase Agreement”) by and among the Authority, the Tribe and the purchaser named therein (the “Purchaser”). In accordance with the Note Purchase Agreement, the Authority issued floating rate senior notes due 2017 in an aggregate principal amount of $100.0 million (the “Notes”) to the Purchaser in a private offering that closed on November 20, 2015. The Notes are senior unsecured obligations of the Authority. Pursuant to a guarantee agreement dated November 20, 2015, certain of the Authority’s subsidiaries, which are the same Guarantors that guarantee the Authority’s Senior Secured Credit Facilities and senior unsecured and senior subordinated notes, have guaranteed the Notes. The Notes bear interest at a rate per annum equal to LIBOR plus 4.45%, payable quarterly. The Notes mature on December 15, 2017. The Authority used the net proceeds from the Notes to refinance existing indebtedness and to finance new development opportunities.

The Authority may redeem the Notes at any time, in whole or in part, at a price equal to 100% of the principal amount of the Notes redeemed plus accrued interest to the date of redemption, customary breakage costs, a “make-whole amount,” and, if redeemed within one year of the date of issuance, a premium of 0.25%. If the Authority experiences specific kinds of change of control events, undertakes certain types of asset sales or experiences certain swap-related credit determinations, it will be required to make an offer to purchase the Notes at the purchase prices set forth in the Note Purchase Agreement. In addition, if any gaming regulatory authority requires a holder of the Notes to be licensed, qualified or found suitable under applicable gaming laws, and such holder does not obtain such license, qualification or finding of suitability within a specified time, the Authority can call for redemption of the Notes held by such holder.

The 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 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 Notes are also effectively subordinated to any indebtedness and other liabilities (including trade payables) of the Authority’s subsidiaries that do not guarantee the Notes. The Notes rank equally in right of payment with the Authority’s other unsecured, unsubordinated indebtedness, including trade payables. The Notes are fully and unconditionally guaranteed, jointly and severally, by the Guarantors.

The Note Purchase Agreement contains certain covenants that, subject to certain significant exceptions, limit, among other things, the Authority’s 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 Note Purchase Agreement includes customary events of default, including, but not limited to, failure to make required payments, failure to comply with certain agreements or covenants, certain cross-defaults, certain events of bankruptcy and insolvency and certain judgment defaults.

2015 Mohegan Tribe Promissory Note

On November 16, 2015, the Tribe made a $22.5 million loan to Mohegan Gaming Advisors (the “2015 Mohegan Tribe Promissory Note”). The 2015 Mohegan Tribe Promissory Note matures on April 15, 2016. The 2015 Mohegan Tribe Promissory Note accrues interest at an annual rate of 5.0% and requires a principal payment of $8.5 million, plus accrued interest, on January 15, 2016, with the remaining principal amount, plus accrued interest, due at maturity.

New Downs Lodging Credit Facility

On November 25, 2015, Downs Lodging repaid and terminated the Downs Lodging Credit Facility with proceeds from a new credit agreement providing for a $25.0 million term loan from a third-party lender (the “New Downs Lodging Credit Facility”) and a cash payment of the remaining principal amount outstanding under the Downs Lodging Credit Facility, plus accrued interest and fees. The New Downs Lodging Credit Facility matures on November 24, 2019, subject to earlier maturity in the event that 5.0% or more of the Authority’s total funded indebtedness matures prior to that date, in which case the New Downs

Lodging Credit Facility matures six months prior to such date. Principal outstanding under the New Downs Lodging Credit Facility amortizes in equal monthly amounts of approximately $260,000 commencing January 1, 2016, with the remaining balance due at maturity. The New Downs Lodging Credit Facility accrues interest as follows: (i) for base rate loans, at a base rate equal to the greater of (a) the prime rate and (b) the federal funds rate plus 50 basis points (the greater of (a) and (b), the “base rate”), plus 250 basis points and (ii) for Eurodollar rate loans, at the applicable LIBOR rate plus 350 basis points. Interest on base rate loans is payable monthly. Interest on Eurodollar rate loans is payable at the end of each applicable interest period.

The New Downs Lodging Credit Facility is a senior secured obligation of Downs Lodging, collateralized by all existing and future assets of Downs Lodging. The New Downs Lodging Credit Facility subjects Downs Lodging to certain covenant requirements customarily found in loan agreements for similar transactions. Additionally, the New Downs Lodging Credit Facility includes a financial maintenance covenant pertaining to minimum debt service coverage.

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SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

12 Months Ended

Sep. 30, 2015

Valuation and Qualifying Accounts [Abstract]

SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

MOHEGAN TRIBAL GAMING AUTHORITY

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2015, 2014 and 2013

(in thousands)

	Column A		Column B		Column C		Column D
	Balances at Beginning of Year		Charges to Costs and Expenses		Deductions from Reserves (1)		Balances at End of Year
Description:
Fiscal Year ended September 30, 2015
Reserves and allowances deducted from asset accounts:
Reserves for uncollectible accounts:	$	38,636	$	5,878	$	2,179	$	42,335
Fiscal Year ended September 30, 2014
Reserves and allowances deducted from asset accounts:
Reserves for uncollectible accounts:	$	34,420	$	6,146	$	1,930	$	38,636
Fiscal Year Ended September 30, 2013
Reserves and allowances deducted from asset accounts:
Reserves for uncollectible accounts:	$	30,998	$	3,436	$	14	$	34,420

(1) Deductions from reserves include write-off of uncollectible accounts, net of recoveries of accounts previously written-off.

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying 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.

Change in Accounting Principles

Change in Accounting Principles

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 related to non-revolving debt be presented in the balance sheet as a reduction to the carrying amount of the related debt rather than as an asset. This guidance is required to be applied on a retrospective basis and is effective for annual reporting periods beginning after December 15, 2015, and interim reporting periods thereafter, with early application permitted. The Authority early adopted this guidance in the accompanying consolidated financial statements. The effect of adopting this guidance to the accompanying consolidated balance sheet as of September 30, 2014 was a $20.4 million decrease in other assets, net and long-term debt, net of current portion. The accompanying supplemental condensed consolidating financial statements within Note 16 also have been revised to reflect this adjustment.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Authority to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures of contingent assets and liabilities. The most significant estimates included in the accompanying consolidated financial statements relate to reserves for doubtful accounts, asset valuation, the liabilities associated with self-insurance and unredeemed Momentum Dollars, contingencies and litigation. Actual results could differ from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of deposits that can be redeemed on demand and investments with original maturities of less than 90 days. Cash equivalents are carried at cost, which approximates market value. Cash and cash equivalents include all operating cash and in-house funds

Restricted Cash

Restricted Cash

Restricted cash consists of deposits that are contractually restricted as to their withdrawal or use. Restricted cash primarily includes cash held by Downs Racing pursuant to the Pennsylvania Race Horse Development and Gaming Act and Pennsylvania state statutes. The Pennsylvania Race Horse Development and Gaming Act requires Downs Racing to deposit a percentage of gross revenues from slot machines into a separate interest bearing account for the benefit of horsemen and breeders. In addition, Pennsylvania state statutes require Downs Racing to deposit net amounts received from the sale of lottery tickets into a separate designated account.

Accounts Receivable

Accounts Receivable

Accounts receivable consists primarily of casino receivables, which represent credit extended to approved casino patrons, and hotel and other non-gaming receivables. The Authority maintains a reserve for doubtful collection, which is based on the Authority’s estimate of the probability that these receivables will be collected. The Authority assesses the adequacy of this reserve by continuously evaluating historical experience, creditworthiness of the related patron and all other available information. Future business or economic trends could affect the collectability of these receivables and the related reserve.

Long-Term Receivables

Long-Term Receivables

Long-term receivables consist primarily of receivables from affiliates and others.

Receivables from affiliates, which are included in receivables, net, and other assets, net, in the accompanying consolidated balance sheets, consist of reimbursable costs and expenses advanced by Salishan-Mohegan on behalf of the Cowlitz Tribe for the Cowlitz Project (refer to Note 12) and WTG on behalf of the Menominee Tribe for the Menominee Project (refer to Note 13). As of September 30, 2015, the Salishan-Mohegan receivables are payable 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. Due to the uncertainty in the development of the Cowlitz Project, the Authority maintains a reserve for doubtful collection of the Salishan-Mohegan receivables, which is based on the Authority’s estimate of the probability that the receivables will be collected. The Authority assesses the reserve for doubtful collection of the Salishan-Mohegan receivables for adequacy on a quarterly basis. Future developments in the construction and opening of the proposed casino or other matters affecting the Cowlitz Project could affect the collectability of the Salishan-Mohegan receivables and the related reserve. The WTG receivables are fully reserved. The WTG receivables are payable upon the receipt of necessary financing for the development of the proposed casino, subject to certain conditions.

Receivables from others, which are primarily included in other assets, net, in the accompanying consolidated balance sheets, consist primarily of funds loaned to third-parties in connection with various diversification projects. Receivables from others also include a loan to a tenant at Mohegan Sun. The Authority maintains a reserve for doubtful collection of receivables from others, which is based on the Authority’s estimate of the probability that these receivables will be collected considering historical experience, creditworthiness of the related third-parties and tenant and all other available information.

Inventories

Inventories

Inventories are stated at the lower of cost or market value and consist primarily of food and beverage, retail, hotel and operating supplies. Cost is determined using the average cost method. The Authority reduces the carrying value of slow-moving inventory to net realizable value, based on the Authority’s estimate of the amount of inventory that may not be utilized in future operations. Future business trends could affect the timely use of inventories.

Property and Equipment and Capitalized Interest

Property and Equipment

Property and equipment are stated at cost. Depreciation is recognized over the estimated useful lives of the assets, other than land, on a straight-line basis. Leasehold improvements are amortized over the shorter of the lease terms or the estimated useful lives of the improvements. Estimated useful lives by asset categories are as follows:

Buildings and land improvements	40 years
Furniture and equipment	3 - 7 years

The costs of significant improvements are capitalized. Costs of normal repairs and maintenance are expensed as incurred. Gains or losses on disposition of property and equipment are reflected in the accompanying consolidated financial statements.

Property and equipment are assessed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. If it is determined that the carrying amounts may not be recoverable based on current and future levels of income and cash flows, as well as other factors, an impairment loss will be recognized at such time.

During its fourth quarter ended September 30, 2014, the Authority further re-evaluated its plans with respect to the development of the new hotel element of its suspended Project Horizon expansion, 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, the Authority recognized a related $5.0 million impairment charge, which was recorded in the accompanying consolidated statement of loss for the fiscal year ended September 30, 2014. In March 2015, the Mohegan Tribal Finance Authority (“MTFA”), a wholly-owned instrumentality of the Tribe, agreed to develop the planned hotel. 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. Accordingly, the related assets did not have any future benefit to the Authority, 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 consolidated statement of income for the fiscal year ended September 30, 2015. There are no assets remaining related to the suspended elements of Project Horizon (refer to Note 4).

As of September 30, 2015 and 2014, the Authority assessed its property and equipment for any additional impairment and determined that no additional impairment existed.

Capitalized Interest

Interest costs incurred in connection with major development and construction projects are capitalized and included in the cost of the related project. Under instances where no debt is directly incurred in connection with a project, interest is capitalized on amounts expended on the project utilizing the weighted-average interest cost of the Authority’s outstanding borrowings. Capitalization of interest ceases when a project is substantially completed or development activity is suspended for an extended period of time.

Goodwill

Goodwill

In accordance with authoritative guidance issued by the FASB pertaining to goodwill, the goodwill associated with the acquisition of the Pennsylvania Facilities is not subject to amortization, but is assessed at least annually for impairment by comparing its fair value to its carrying value. The fair value is determined utilizing an income approach based on projected discounted cash flows from the Pennsylvania Facilities, exclusive of capital expenditures requirements. If the carrying value of the goodwill exceeds its fair value, an impairment loss will be recognized to the extent that the carrying value of the goodwill exceeds its implied fair value. The income approach requires the Authority to make assumptions regarding future revenues and expenses, discount rates and the terminal value based on a market multiple of the Pennsylvania Facilities. As of September 30, 2015 and 2014, the Authority assessed the goodwill for impairment and determined that no impairment existed. If any of the following occurs, the goodwill may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on the accompanying consolidated financial statements: (1) if estimates of projected cash flows from the Pennsylvania Facilities are not achieved, (2) if the discount rate increases, (3) if terminal growth rates decrease or (4) if market multiples decrease.

Other Intangible Assets

Other Intangible Assets

Intangible assets relate primarily to the Pennsylvania Facilities, Mohegan Sun, MBC, Mohegan Lacrosse and Mohegan Golf.

In connection with the acquisition of the Pennsylvania Facilities, the Authority recorded a slot machine license intangible asset of $214.0 million. In October 2006, a one-time slot machine license fee of $50.0 million was paid to the Pennsylvania Gaming Control Board (the “PGCB”) and added to the existing slot machine license intangible asset. In June 2010, a one-time table game certificate fee of $16.5 million was paid to the PGCB and classified as an intangible asset. The slot machine license and table game certificate intangible assets, with indefinite useful lives, are assessed as a single unit of accounting at least annually for impairment by comparing the fair value of the recorded assets to their carrying value. Their fair value is determined utilizing an income approach based on projected discounted cash flows from the Pennsylvania Facilities, exclusive of a required rate of return of all other assets and exclusive of capital expenditures requirements. If the carrying value exceeds the fair value, an impairment loss will be recognized to the extent that the carrying value exceeds the fair value. The income approach requires the Authority to make assumptions regarding future revenues and expenses, discount rates and the terminal value based on a perpetual growth rate of the Pennsylvania Facilities. As of September 30, 2015 and 2014, the Authority assessed the intangible assets for impairment and determined that no impairment existed. If any of the following occurs, the intangible assets may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on the accompanying consolidated financial statements: (1) if estimates of projected cash flows from the Pennsylvania Facilities are not achieved, (2) if the discount rate increases or (3) if the terminal value decreases.

In connection with a relinquishment agreement (refer to Note 11), Trading Cove Associates (“TCA”) granted the Authority an exclusive, irrevocable, perpetual, world-wide and royalty-free license with respect to trademarks and other similar rights, including the “Mohegan Sun” name. The Mohegan Sun trademark intangible asset of $119.7 million is deemed to have an indefinite useful life and is assessed at least annually for impairment by comparing its fair value to its carrying value. The fair value is determined utilizing the income approach – relief from royalty method based on projected revenues from Mohegan Sun and Mohegan Sun Pocono. If the carrying value exceeds the fair value, an impairment loss will be recognized to the extent that the carrying value exceeds the fair value. The income approach requires the Authority to make assumptions regarding future revenues, discount rates, royalty rate and the terminal value based on a perpetual growth rate of Mohegan Sun and Mohegan Sun Pocono. As of September 30, 2015 and 2014, the Authority assessed the Mohegan Sun trademark for impairment and determined that no impairment existed. If any of the following occurs, the Mohegan Sun trademark may be impaired and subject to a non-cash write-down in a future period, which could have a material adverse impact on the accompanying consolidated financial statements: (1) if estimates of projected cash flows from Mohegan Sun and Mohegan Sun Pocono are not achieved, (2) if the discount rate increases or (3) if the perpetual growth rate decreases.

In connection with the acquisitions of the WNBA and NLL franchises and the assets of Pautipaug Country Club Inc., the Authority recorded franchise value intangible assets and a membership intangible asset, respectively. These intangible assets, with definite useful lives, are assessed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. As of September 30, 2015 and 2014, the Authority assessed these intangible assets for impairment and determined that no impairment existed.

Debt Issuance Costs, Discounts and Premiums

Debt Issuance Costs, Discounts and Premiums

Debt issuance costs incurred in connection with the issuance of revolving debt are capitalized and amortized to interest expense based on the related debt agreements on a straight-line basis. Unamortized amounts are included in other assets, net, in the accompanying consolidated balance sheets. Debt issuance costs incurred in connection with the issuance of non-revolving debt are recorded as a reduction to the carrying amount of the related debt and amortized to interest expense based on the effective interest method. Premiums received in connection with the issuance of debt are recorded as an increase to the carrying amount of the related debt and amortized to interest expense based on the effective interest method.

Self-insurance Accruals

Self-insurance Accruals

The Authority is self-insured up to certain limits for costs associated with workers’ compensation, general liability and employee medical coverage. Insurance claims and reserves include accruals of estimated settlements of known claims, as well as accruals of estimates of incurred but not reported claims. These accruals are included in other current liabilities in the accompanying consolidated balance sheets. In estimating self-insurance accruals, the Authority considers historical loss experiences and expected levels of costs per claim. Claims are accounted for based on estimates of undiscounted claims, including claims incurred but not reported. The Authority believes that this method provides a consistent and effective way to measure these liabilities; however, changes in health care costs, accident frequency and severity and other factors could materially impact estimated liabilities. The Authority continuously monitors estimates and makes adjustments when necessary.

Unredeemed Momentum Dollars

Unredeemed Momentum Dollars

The Authority maintains an accrual for unredeemed Momentum Dollars. This accrual is based on the estimated cost of Momentum Dollars expected to be redeemed as of the respective balance sheet date. The Authority assesses the adequacy of this accrual by periodically evaluating historical redemption experiences and projected trends related to the accrual. Actual results could differ from these estimates.

Base Jackpots

Base Jackpots

Base jackpots represent the fixed minimum amount of payouts from slot machines for a specific combination. The Authority recognizes base jackpots as reductions to revenues when it becomes obligated to pay such jackpots.

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.

Revenue Recognition

Revenue Recognition

The Authority recognizes gaming revenues as amounts wagered less prizes paid out. Revenues from food and beverage, hotel, retail, entertainment and other services are recognized at the time such service is performed. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rental revenues are recognized in the periods in which the tenants exceed their respective percentage rent thresholds.

Promotional Allowances

Promotional Allowances

The Authority operates a program, without membership fees, for patrons at Mohegan Sun, Mohegan Sun Pocono and its managed property, Resorts Atlantic City. This program provides complimentary food and beverage, hotel, retail, entertainment and other amenities to patrons based on Momentum Dollars that are awarded for patrons’ gaming activities. Momentum Dollars may be utilized to purchase, among other things, items at restaurants and retail stores located within Mohegan Sun, Mohegan Sun Pocono and Resorts Atlantic City. Momentum Dollars may also be utilized at The Shops at Mohegan Sun and the Mohegan Sun gasoline and convenience center, as well as to purchase hotel services and tickets to entertainment events held at facilities located at Mohegan Sun, Mohegan Sun Pocono and Resorts Atlantic City. The retail value of complimentary items redeemed at facilities operated by the Authority is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The cost associated with reimbursing third-parties for the value of complimentary items redeemed at third-party outlets is included in gaming costs and expenses.

In addition, the Authority offers ongoing promotional coupons to patrons for the purchase of food and beverage, hotel and retail amenities offered at Mohegan Sun and Mohegan Sun Pocono. The retail value of coupons redeemed at facilities operated by the Authority is included in gross revenues and then deducted as promotional allowances to arrive at net revenues. The cost associated with reimbursing third-parties for the value of coupons redeemed at third-party outlets is included in gaming costs and expenses.

Gaming Costs and Expenses

Gaming Costs and Expenses

Gaming costs and expenses primarily include portions of gaming revenues that must be paid to the State of Connecticut and the PGCB. Gaming costs and expenses also include, among other things, payroll costs, expenses associated with the operation of slot machines, table games, poker, live harness racing and racebook, certain marketing expenditures and promotional expenses related to Momentum Dollar and coupon redemptions.

Advertising Costs and Expenses

Advertising Costs and Expenses

Production costs are expensed the first time the advertisement takes place. Prepaid rental fees associated with billboard advertisements are capitalized and amortized over the terms of the related rental agreements. Advertising costs and expenses totaled $27.0 million, $26.7 million and $28.2 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. As of September 30, 2015 and 2014, prepaid advertising was $432,000 and $142,000, respectively.

Corporate Costs and Expenses

Corporate Costs and Expenses

Corporate costs and expenses represent an allocation of certain governmental and administrative costs, payroll costs, professional fees and various other expenses not directly related to the Authority’s operations at Mohegan Sun or Mohegan Sun Pocono. In addition, Corporate costs and expenses include costs associated with various gaming diversification efforts, which are expensed as incurred, except when reimbursable by third-parties.

Pre-Opening Costs and Expenses

Pre-Opening Costs and Expenses

In accordance with authoritative guidance issued by the FASB pertaining to the reporting on the costs of start-up activities, pre-opening costs and expenses are expensed as incurred.

Investments in Unconsolidated Affiliates

Investments in Unconsolidated Affiliates

The Authority, through its indirect wholly-owned subsidiary, MGA Holding NJ, holds a 10% ownership interest in Resorts Atlantic City and its associated gaming activities, including online gaming in the State of New Jersey. The Authority’s investment in Resorts Atlantic City is accounted for under the equity method as the Authority has significant influence.

Income Taxes

Income Taxes

The Tribe is a sovereign Indian nation with independent legal jurisdiction over its people and land. Like other sovereign governments, the Tribe and its entities, including the Authority, are not subject to federal, state or local income taxes.

Seasonality

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, the Authority’s operating results for the fiscal year ended September 30, 2015 are not necessarily indicative of operating results for interim periods.

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.

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RECEIVABLES, NET (Tables)

12 Months Ended

Sep. 30, 2015

Receivables [Abstract]

Schedule of receivables, net

Receivables, net, consisted of the following (in thousands):

	September 30, 2015			September 30, 2014
Gaming	$	32,841		$	32,789
Hotel		1,637			922
Affiliates		19,400			—
Other		11,105			8,574
Subtotal		64,983			42,285
Less: reserve for doubtful collection		(11,039	)		(11,645	)
Total receivables, net	$	53,944		$	30,640

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PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Sep. 30, 2015

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

Property and equipment, net, consisted of the following (in thousands):

	September 30, 2015			September 30, 2014
Land	$	45,534		$	65,485
Land improvements		97,838			97,146
Buildings and improvements		1,733,924			1,734,673
Furniture and equipment		555,884			547,719
Construction in process		11,386			8,011
Subtotal		2,444,566			2,453,034
Less: accumulated depreciation		(1,092,511	)		(1,028,966	)
Total property and equipment, net	$	1,352,055		$	1,424,068

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OTHER CURRENT ASSETS AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Sep. 30, 2015

Text Block [Abstract]

Schedule of other current assets and other current liabilities

Other current assets consisted of the following (in thousands):

	September 30, 2015		September 30, 2014
Non-qualified deferred compensation	$	8,867	$	9,809
Prepaid expenses and other miscellaneous current assets		9,663		7,188
Total other current assets	$	18,530	$	16,997

Other current liabilities consisted of the following (in thousands):

	September 30, 2015		September 30, 2014
Accrued payroll and related taxes and benefits	$	42,437	$	36,373
Combined outstanding Slot Win Contribution and free promotional slot play contribution		11,932		11,617
Amounts due to horsemen		7,372		8,109
Payments in transit		16,681		3,220
Other miscellaneous current liabilities		62,858		67,856
Total other current liabilities	$	141,280	$	127,175

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LONG-TERM DEBT (Tables)

12 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Schedule of long-term debt

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

	September 30, 2015			September 30, 2014
Senior Secured Credit Facility - Revolving, due June 2018	$	21,000		$	37,000
Senior Secured Credit Facility - Term Loan A, due June 2018, net of discount and debt issuance costs of $2,106 and $2,976 as of September 30, 2015 and 2014, respectively		109,613			117,336
Senior Secured Credit Facility - Term Loan B, due June 2018, net of discount and debt issuance costs of $14,918 and $17,078 as of September 30, 2015 and 2014, respectively		792,078			707,447
2013 9 3/4% Senior Unsecured Notes, due September 2021, net of premium and debt issuance costs of $7,333 and $7,802 as of September 30, 2015 and 2014, respectively		577,667			492,198
2005 6 7/8% Senior Subordinated Notes, due February 2015, net of debt issuance costs of $6 as of September 30, 2014		—			9,648
2012 11 % Senior Subordinated Notes, due September 2018, net of discount and debt issuance costs of $1,251 and $4,361 as of September 30, 2015 and 2014, respectively		98,939			270,829
Line of Credit		—			3,041
2009 Mohegan Tribe Promissory Note, due September 2015		—			1,750
2012 Mohegan Tribe Minor’s Trust Promissory Note, due March 2017		16,000			16,500
2013 Mohegan Tribe Promissory Note, due December 2018		7,420			7,420
Downs Lodging Credit Facility, due July 2016, net of debt issuance costs of $254 and $572 as of September 30, 2015 and 2014, respectively		40,262			44,428
Other		3,365			2,910
Long-term debt, excluding capital leases		1,666,344			1,710,507
Less: current portion of long-term debt		(55,194	)		(31,552	)
Long-term debt, net of current portion	$	1,611,150		$	1,678,955

Schedule of maturities of long-term debt

Maturities of long-term debt are as follows (in thousands, including current maturities):

Fiscal Years
2016 (1)	$	67,567
2017		31,126
2018		999,671
2019		7,832
2020		337
Thereafter		585,673
Total	$	1,692,206

(1) Includes the Downs Lodging Credit Facility, due July 2016, which was refinanced in November 2015 on a long-term basis, and, accordingly, was primarily included in long-term debt, net of current portion, in the accompanying consolidated balance sheet as of September 30, 2015 (further discussed below).

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LEASES (Tables)

12 Months Ended

Sep. 30, 2015

Text Block [Abstract]

Schedule of future minimum rental payments receivable for operating leases

Minimum future rental income that the Authority expects to earn under non-cancelable leases is as follows (in thousands):

	Fiscal Years Ending September 30,
	2016		2017		2018		2019		2020		Thereafter		Total
Minimum future rental income	$	5,933	$	3,858	$	3,370	$	3,026	$	2,828	$	7,175	$	26,190

Schedule of minimum future rental expense under non-cancelable leases

Minimum future rental expense that the Authority expects to incur under non-cancelable leases is as follows (in thousands):

	Fiscal Years Ending September 30,
	2016		2017		2018		2019		2020		Thereafter		Total
Minimum future rental expense	$	1,709	$	7,683	$	8,129	$	7,941	$	8,001	$	217,622	$	251,085

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RELINQUISHMENT AGREEMENT (Tables)

12 Months Ended

Sep. 30, 2015

Text Block [Abstract]

Relinquishment payments

Relinquishment payments consisted of the following (in millions):

	For the Fiscal Years Ended
	September 30, 2015		September 30, 2014		September 30, 2013
Principal	$	24.4	$	46.6	$	45.4
Accretion of discount		0.8		2.9		5.8
Total	$	25.2	$	49.5	$	51.2

XML

SEGMENT REPORTING (Tables)

12 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Financial information related to segments

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

	For the Fiscal Years Ended
(in thousands)	September 30, 2015			September 30, 2014			September 30, 2013
Net revenues:
Mohegan Sun	$	994,010		$	995,100		$	1,042,078
Mohegan Sun Pocono		295,135			296,578			296,648
Corporate and other		7,567			5,391			1,302
Inter-segment revenues		(5,092	)		(4,351	)		—
Total	$	1,291,620		$	1,292,718		$	1,340,028
Income (loss) from operations:
Mohegan Sun	$	212,211		$	181,325		$	212,680
Mohegan Sun Pocono		45,817			36,956			43,763
Corporate and other		(24,853	)		(36,873	)		(26,937	)
Total		233,175			181,408			229,506
Accretion of discount to the relinquishment liability		(227	)		(2,205	)		(4,974	)
Interest income		7,983			7,066			6,271
Interest expense, net of capitalized interest		(143,876	)		(147,933	)		(170,150	)
Loss on early extinguishment of debt		(3,987	)		(62,041	)		(11,516	)
Other expense, net		(929	)		(853	)		(1,595	)
Net income (loss)		92,139			(24,558	)		47,542
Loss attributable to non-controlling interests		2,255			380			2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	(24,178	)	$	50,326

	For the Fiscal Years Ended
(in thousands)	September 30, 2015		September 30, 2014		September 30, 2013
Capital expenditures incurred:
Mohegan Sun	$	24,521	$	19,518	$	27,652
Mohegan Sun Pocono		5,448		3,946		4,673
Corporate and other		55		9,164		33,728
Total	$	30,024	$	32,628	$	66,053

(in thousands)	September 30, 2015		September 30, 2014
Total assets:
Mohegan Sun	$	1,332,458	$	1,368,352
Mohegan Sun Pocono		555,449		551,655
Corporate and other		132,226		115,524
Total	$	2,020,133	$	2,035,531

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION (Tables)

12 Months Ended

Sep. 30, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

CONDENSED CONSOLIDATING BALANCE SHEETS

CONDENSED CONSOLIDATING BALANCE SHEETS

	September 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	$	42,093	$	22,167	$	1,494		$	—		$	65,754
Restricted cash		62		1,661		39			—			1,762
Receivables, net		29,134		3,585		22,871			(1,646	)		53,944
Inventories		14,401		1,145		—			—			15,546
Other current assets		15,569		2,928		33			—			18,530
Total current assets		101,259		31,486		24,437			(1,646	)		155,536
Non-current assets:
Property and equipment, net		1,098,588		214,778		38,689			—			1,352,055
Goodwill		—		39,459		—			—			39,459
Other intangible assets, net		120,281		284,418		2,019			—			406,718
Other assets, net		10,711		4,017		57,597			(5,960	)		66,365
Inter-company receivables		254,348		94,033		—			(348,381	)		—
Investment in subsidiaries		328,462		—		—			(328,462	)		—
Total assets	$	1,913,649	$	668,191	$	122,742		$	(684,449	)	$	2,020,133
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	46,248	$	—	$	2,946		$	—		$	49,194
Due to Mohegan Tribe		—		—		6,000			—			6,000
Current portion of capital leases		824		48		—			(48	)		824
Trade payables		12,365		2,564		87			—			15,016
Construction payables		11,149		1,888		100			—			13,137
Accrued interest payable		5,461		—		6,594			—			12,055
Other current liabilities		108,911		29,699		4,268			(1,598	)		141,280
Total current liabilities		184,958		34,199		19,995			(1,646	)		237,506
Non-current liabilities:
Long-term debt, net of current portion		1,555,487		—		38,243			—			1,593,730
Due to Mohegan Tribe, net of current portion		—		—		17,420			—			17,420
Capital leases, net of current portion		1,521		5,770		—			(5,770	)		1,521
Other long-term liabilities		1,915		—		—			—			1,915
Inter-company payables		—		246,380		102,001			(348,381	)		—
Accumulated losses in excess of investment in subsidiaries		—		40,873		—			(40,873	)		—
Total liabilities		1,743,881		327,222		177,659			(396,670	)		1,852,092
Capital:
Retained earnings		169,768		340,969		(55,157	)		(286,128	)		169,452
Mohegan Tribal Gaming Authority capital		169,768		340,969		(55,157	)		(286,128	)		169,452
Non-controlling interests		—		—		240			(1,651	)		(1,411	)
Total capital		169,768		340,969		(54,917	)		(287,779	)		168,041
Total liabilities and capital	$	1,913,649	$	668,191	$	122,742		$	(684,449	)	$	2,020,133

(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		8,768		3,970		48,505			(6,312	)		54,931
Inter-company receivables		228,122		65,981		—			(294,103	)		—
Investment in subsidiaries		325,651		—		—			(325,651	)		—
Total assets	$	1,915,720	$	636,968	$	109,730		$	(626,887	)	$	2,035,531
LIABILITIES AND CAPITAL
Current liabilities:
Current portion of long-term debt	$	28,887	$	—	$	415		$	—		$	29,302
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		174,587		35,537		13,988			(821	)		223,291
Non-current liabilities:
Long-term debt, net of current portion		1,611,107		—		44,428			—			1,655,535
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		1,790,346		298,597		154,476			(332,715	)		1,910,704
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	$	1,915,720	$	636,968	$	109,730		$	(626,887	)	$	2,035,531

(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)

CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)

	For the Fiscal Year Ended September 30, 2015
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	861,919		$	271,801		$	—		$	—		$	1,133,720
Food and beverage		60,687			28,913			120			—			89,720
Hotel		44,836			5,660			—			—			50,496
Retail, entertainment and other		94,457			17,072			8,593			(5,092	)		115,030
Gross revenues		1,061,899			323,446			8,713			(5,092	)		1,388,966
Less-Promotional allowances		(74,994	)		(20,109	)		(14	)		(2,229	)		(97,346	)
Net revenues		986,905			303,337			8,699			(7,321	)		1,291,620
Operating costs and expenses:
Gaming		457,948			193,952			—			—			651,900
Food and beverage		32,964			8,590			—			—			41,554
Hotel		14,062			5,724			—			(4,852	)		14,934
Retail, entertainment and other		39,353			6,029			2,626			(2,229	)		45,779
Advertising, general and administrative		158,230			31,427			14,050			(14,783	)		188,924
Corporate		16,584			—			—			14,543			31,127
Depreciation and amortization		63,071			13,371			1,138			—			77,580
Loss on disposition of assets		1,007			11			—			—			1,018
Severance		3,244			126			—			—			3,370
Impairment of Project Horizon		2,502			—			—			—			2,502
Relinquishment liability reassessment		(243	)		—			—			—			(243	)
Total operating costs and expenses		788,722			259,230			17,814			(7,321	)		1,058,445
Income (loss) from operations		198,183			44,107			(9,115	)		—			233,175
Other income (expense):
Accretion of discount to the relinquishment liability		(227	)		—			—			—			(227	)
Interest income		43			7,424			8,346			(7,830	)		7,983
Interest expense, net of capitalized interest		(95,485	)		(39,992	)		(16,229	)		7,830			(143,876	)
Loss on early extinguishment of debt		(3,987	)		—			—			—			(3,987	)
Loss on interests in subsidiaries		(4,144	)		(9,193	)		—			13,337			—
Other income (expense), net		11			—			(940	)		—			(929	)
Total other expense		(103,789	)		(41,761	)		(8,823	)		13,337			(141,036	)
Net income (loss)		94,394			2,346			(17,938	)		13,337			92,139
Loss attributable to non-controlling interests		—			—			835			1,420			2,255
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	94,394		$	2,346		$	(17,103	)	$	14,757		$	94,394

(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 Fiscal Year Ended September 30, 2014
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	858,780		$	274,783		$	—		$	—		$	1,133,563
Food and beverage		62,273			29,382			—			—			91,655
Hotel		42,921			4,389			—			—			47,310
Retail, entertainment and other		101,506			16,515			5,464			(4,351	)		119,134
Gross revenues		1,065,480			325,069			5,464			(4,351	)		1,391,662
Less-Promotional allowances		(76,618	)		(20,567	)		(17	)		(1,742	)		(98,944	)
Net revenues		988,862			304,502			5,447			(6,093	)		1,292,718
Operating costs and expenses:
Gaming		488,293			198,728			—			—			687,021
Food and beverage		32,348			9,134			—			—			41,482
Hotel		15,287			4,631			—			(4,111	)		15,807
Retail, entertainment and other		45,876			6,780			—			(1,711	)		50,945
Advertising, general and administrative		155,668			35,075			27,927			(28,031	)		190,639
Corporate		13,276			—			—			27,760			41,036
Depreciation and amortization		65,406			13,814			906			—			80,126
(Gain) loss on disposition of assets		(12	)		3			—			—			(9	)
Pre-opening		—			1,187			—			—			1,187
Impairment of Project Horizon		4,981			—			—			—			4,981
Relinquishment liability reassessment		(1,905	)		—			—			—			(1,905	)
Total operating costs and expenses		819,218			269,352			28,833			(6,093	)		1,111,310
Income (loss) from operations		169,644			35,150			(23,386	)		—			181,408
Other income (expense):
Accretion of discount to the relinquishment liability		(2,205	)		—			—			—			(2,205	)
Interest income		88			4,704			7,306			(5,032	)		7,066
Interest expense, net of capitalized interest		(97,380	)		(42,583	)		(13,002	)		5,032			(147,933	)
Loss on early extinguishment of debt		(62,041	)		—			—			—			(62,041	)
Loss on interests in subsidiaries		(32,449	)		(24,848	)		—			57,297			—
Other income (expense), net		165			—			(1,018	)		—			(853	)
Total other expense		(193,822	)		(62,727	)		(6,714	)		57,297			(205,966	)
Net loss		(24,178	)		(27,577	)		(30,100	)		57,297			(24,558	)
Loss attributable to non-controlling interests		—			—			—			380			380
Net loss attributable to Mohegan Tribal Gaming Authority	$	(24,178	)	$	(27,577	)	$	(30,100	)	$	57,677		$	(24,178	)

(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 Fiscal Year Ended September 30, 2013
	Authority			Total Guarantor Subsidiaries (1)			Total Non-Guarantor Subsidiaries and Entities (2)			Consolidating/ Eliminating Adjustments			Consolidated
Revenues:
Gaming	$	911,180		$	279,022		$	—		$	—		$	1,190,202
Food and beverage		59,334			26,917			—			—			86,251
Hotel		40,873			—			—			—			40,873
Retail, entertainment and other		100,545			16,679			1,575			(240	)		118,559
Gross revenues		1,111,932			322,618			1,575			(240	)		1,435,885
Less-Promotional allowances		(76,407	)		(17,300	)		(4	)		(2,146	)		(95,857	)
Net revenues		1,035,525			305,318			1,571			(2,386	)		1,340,028
Operating costs and expenses:
Gaming		507,069			201,860			—			—			708,929
Food and beverage		33,297			8,280			(2	)		—			41,575
Hotel		14,339			—			—			—			14,339
Retail, entertainment and other		40,371			5,589			—			(2,101	)		43,859
Advertising, general and administrative		159,869			32,997			13,373			(13,566	)		192,673
Corporate		14,841			—			—			13,281			28,122
Depreciation and amortization		67,097			13,220			—			—			80,317
Loss on disposition of assets		222			19			—			—			241
Severance		(146	)		175			—			—			29
Pre-opening		—			687			—			—			687
Relinquishment liability reassessment		(249	)		—			—			—			(249	)
Total operating costs and expenses		836,710			262,827			13,371			(2,386	)		1,110,522
Income (loss) from operations		198,815			42,491			(11,800	)		—			229,506
Other income (expense):
Accretion of discount to the relinquishment liability		(4,974	)		—			—			—			(4,974	)
Interest income		146			2,320			6,064			(2,259	)		6,271
Interest expense, net of capitalized interest		(118,303	)		(44,126	)		(9,980	)		2,259			(170,150	)
Loss on early extinguishment of debt		(11,516	)		—			—			—			(11,516	)
Loss on interests in subsidiaries		(13,834	)		(7,389	)		—			21,223			—
Other expense, net		(8	)		—			(1,587	)		—			(1,595	)
Total other expense		(148,489	)		(49,195	)		(5,503	)		21,223			(181,964	)
Net income (loss)		50,326			(6,704	)		(17,303	)		21,223			47,542
Loss attributable to non-controlling interests		—			—			—			2,784			2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority	$	50,326		$	(6,704	)	$	(17,303	)	$	24,007		$	50,326

(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 Fiscal Year Ended September 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)	$	94,394		$	2,346		$	(17,938	)	$	13,337		$	92,139
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		63,071			13,371			1,138			—			77,580
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	)
Loss on early extinguishment of debt		2,269			—			—			—			2,269
Proceeds from bond premiums		2,125			—			—			—			2,125
Payments of tender offer costs and discounts		(2,894	)		—			—			—			(2,894	)
Amortization of debt issuance costs and accretion of bond premiums and discounts		7,453			—			318			—			7,771
Provision for losses on receivables		1,350			299			4,229			—			5,878
Impairment of Project Horizon		2,502			—			—			—			2,502
Loss on disposition of assets		1,007			11			—			—			1,018
Loss from unconsolidated affiliates		31			—			941			—			972
Inter-company transactions		(35,724	)		41,355			7,695			(13,326	)		—
Changes in operating assets and liabilities:
Increase in receivables		(2,699	)		(1,247	)		(2,264	)		870			(5,340	)
(Increase) decrease in inventories		(1,062	)		60			—			—			(1,002	)
Increase in other assets		(2,756	)		(1,806	)		(7,544	)		(46	)		(12,152	)
Increase (decrease) in trade payables		(6,394	)		(2,617	)		27			—			(8,984	)
Decrease in accrued interest		(264	)		—			(146	)		—			(410	)
Increase (decrease) in other liabilities		14,527			908			(5,860	)		(835	)		8,740
Net cash flows provided by (used in) operating activities		136,142			52,680			(19,404	)		—			169,418
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables		(17,221	)		(4,651	)		(588	)		—			(22,460	)
Issuance of third-party loans and advances		—			—			(4,080	)		—			(4,080	)
Payments received on third-party loans		157			—			—			—			157
(Increase) decrease in restricted cash, net		(32	)		(1,746	)		252			—			(1,526	)
Proceeds from asset sales		1,602			13			—			—			1,615
Investments in the New England Black Wolves		—			—			(500	)		—			(500	)
Inter-company transactions		6,687			(20,731	)		45			13,999			—
Net cash flows used in investing activities		(8,807	)		(27,115	)		(4,871	)		13,999			(26,794	)
Cash flows provided by (used in) financing activities:
Senior Secured Credit Facility borrowings - Revolving		442,000			—			—			—			442,000
Senior Secured Credit Facility repayments - Revolving		(458,000	)		—			—			—			(458,000	)
Senior Secured Credit Facility repayments - Term Loan A		(7,756	)		—			—			—			(7,756	)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount		87,911			—			—			—			87,911
Senior Secured Credit Facility repayments - Term Loan B		(5,339	)		—			—			—			(5,339	)
Line of Credit borrowings		446,935			—			—			—			446,935
Line of Credit repayments		(449,976	)		—			—			—			(449,976	)
Repayments to Mohegan Tribe		—			—			(2,250	)		—			(2,250	)
Proceeds from issuance of Senior Unsecured Notes, net of premiums		85,000			—			—			—			85,000
Repayments of other long-term debt		(182,269	)		—			(4,547	)		—			(186,816	)
Principal portion of relinquishment liability payments		(24,400	)		—			—			—			(24,400	)
Distributions to Mohegan Tribe		(50,000	)		—			—			—			(50,000	)
Payments of financing fees		(2,360	)		—			—			—			(2,360	)
Payments on capital lease obligations		(927	)		(45	)		—			45			(927	)
Inter-company transactions		—			(18,120	)		32,164			(14,044	)		—
Net cash flows provided by (used in) financing activities		(119,181	)		(18,165	)		25,367			(13,999	)		(125,978	)
Net increase in cash and cash equivalents		8,154			7,400			1,092			—			16,646
Cash and cash equivalents at beginning of year		33,939			14,767			402			—			49,108
Cash and cash equivalents at end of year	$	42,093		$	22,167		$	1,494		$	—		$	65,754

(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 Fiscal Year Ended September 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	$	(24,178	)	$	(27,577	)	$	(30,100	)	$	57,297		$	(24,558	)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Depreciation and amortization		65,406			13,814			906			—			80,126
Relinquishment liability reassessment		(1,905	)		—			—			—			(1,905	)
Accretion of discount to the relinquishment liability		2,205			—			—			—			2,205
Cash paid for accretion of discount to the relinquishment liability		(2,897	)		—			—			—			(2,897	)
Loss on early extinguishment of debt		58,245			—			—			—			58,245
Payments of tender offer costs and discounts		(48,155	)		—			—			—			(48,155	)
Amortization of debt issuance costs and accretion of bond discounts		7,719			—			318			—			8,037
Provision for losses on receivables		2,368			390			3,388			—			6,146
Impairment of Project Horizon		4,981			—			—			—			4,981
(Gain) loss on disposition of assets		(12	)		3			—			—			(9	)
(Gain) loss from unconsolidated affiliates		(178	)		—			1,004			—			826
Inter-company transactions		(9,896	)		62,401			4,783			(57,288	)		—
Changes in operating assets and liabilities:
Increase in receivables		(6,622	)		(310	)		(1,783	)		1,556			(7,159	)
Increase in inventories		(411	)		(143	)		—			—			(554	)
(Increase) decrease in other assets		3,236			(77	)		(5,888	)		(802	)		(3,531	)
Increase (decrease) in trade payables		9,858			3,568			(7	)		—			13,419
Decrease in accrued interest		(12,891	)		—			(1,746	)		—			(14,637	)
Increase (decrease) in other liabilities		(4,587	)		(573	)		8,359			(763	)		2,436
Net cash flows provided by (used in) operating activities		42,286			51,496			(20,766	)		—			73,016
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables		(18,629	)		(4,250	)		(12,200	)		—			(35,079	)
Issuance of third-party loans and advances		—			—			(1,804	)		—			(1,804	)
Payments received on third-party loans		644			—			—			—			644
Decrease in restricted cash, net		53			1,583			12,043			—			13,679
Proceeds from asset sales		104			30			—			—			134
Investments in unconsolidated affiliates		—			—			(29	)		—			(29	)
Inter-company transactions		27,195			(24,222	)		45			(3,018	)		—
Net cash flows provided by (used in) investing activities		9,367			(26,859	)		(1,945	)		(3,018	)		(22,455	)
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		310,000			—			—			—			310,000
Senior Secured Credit Facility repayments – Revolving		(273,000	)		—			—			—			(273,000	)
Senior Secured Credit Facility borrowings - Term Loan A, net of discount		124,343			—			—			—			124,343
Senior Secured Credit Facility repayments - Term Loan A		(3,125	)		—			—			—			(3,125	)
Senior Secured Credit Facility borrowings - Term Loan B, net of discount		720,952			—			—			—			720,952
Senior Secured Credit Facility repayments - Term Loan B		(5,475	)		—			—			—			(5,475	)
Line of Credit borrowings		356,796			—			—			—			356,796
Line of Credit repayments		(353,755	)		—			—			—			(353,755	)
Repayments to Mohegan Tribe		—			—			(3,250	)		—			(3,250	)
Repayments of other long-term debt		(212,270	)		—			(53	)		—			(212,323	)
Principal portion of relinquishment liability payments		(46,574	)		—			—			—			(46,574	)
Distributions to Mohegan Tribe		(50,000	)		—			—			—			(50,000	)
Payments of financing fees		(12,395	)		—			—			—			(12,395	)
Payments on capital lease obligations		(2,168	)		(45	)		—			45			(2,168	)
Inter-company transactions		—			(28,480	)		25,507			2,973			—
Net cash flows provided by (used in) financing activities		(61,774	)		(28,525	)		22,204			3,018			(65,077	)
Net decrease in cash and cash equivalents		(10,121	)		(3,888	)		(507	)		—			(14,516	)
Cash and cash equivalents at beginning of year		44,060			18,655			909			—			63,624
Cash and cash equivalents at end of year	$	33,939		$	14,767		$	402		$	—		$	49,108

(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 Fiscal Year Ended September 30, 2013
	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)	$	50,326			(6,704	)		(17,303	)		21,223			47,542
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization		67,097			13,220			—			—			80,317
Relinquishment liability reassessment		(249	)		—			—			—			(249	)
Accretion of discount to the relinquishment liability		4,974			—			—			—			4,974
Cash paid for accretion of discount to the relinquishment liability		(5,792	)		—			—			—			(5,792	)
Loss on early extinguishment of debt		4,531			—			—			—			4,531
Payments of tender offer costs and discounts		(3,104	)		—			—			—			(3,104	)
Amortization of debt issuance costs and accretion of bond discounts		11,968			—			317			—			12,285
Amortization of net deferred gain on settlement of derivative instruments		(76	)		—			—			—			(76	)
Provision for losses on receivables		951			103			2,382			—			3,436
Loss on disposition of assets		222			19			—			—			241
(Gain) loss from unconsolidated affiliates		(11	)		—			1,564			—			1,553
Inter-company transactions		(30,508	)		49,282			2,449			(21,223	)		—
Changes in operating assets and liabilities:
(Increase) decrease in receivables		495			(1,011	)		(132	)		—			(648	)
Decrease in inventories		326			122			—			—			448
(Increase) decrease in other assets		8,255			41			(5,537	)		—			2,759
Increase (decrease) in trade payables		(2,367	)		265			(41	)		—			(2,143	)
Increase (decrease) in accrued interest		(23,183	)		—			117			—			(23,066	)
Increase (decrease) in other liabilities		(21,440	)		(773	)		2,156			—			(20,057	)
Net cash flows provided by (used in) operating activities		62,415			54,564			(14,028	)		—			102,951
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables		(24,774	)		(4,481	)		(30,342	)		—			(59,597	)
Issuance of third-party loans and advances		—			—			(2,033	)		—			(2,033	)
Payments received on third-party loans		139			—			—			—			139
(Increase) decrease in restricted cash, net		—			(423	)		33,501			—			33,078
Proceeds from asset sales		208			8			—			—			216
Investments in unconsolidated affiliates		—			—			(4,971	)		—			(4,971	)
Inter-company transactions		24,289			(22,468	)		—			(1,821	)		—
Net cash flows used in investing activities		(138	)		(27,364	)		(3,845	)		(1,821	)		(33,168	)
Cash flows provided by (used in) financing activities:
Prior Bank Credit Facility borrowings – Revolving		3,000			—			—			—			3,000
Prior Bank Credit Facility repayments – Revolving		(3,000	)		—			—			—			(3,000	)
Prior Bank Credit Facility repayments – Term		(4,000	)		—			—			—			(4,000	)
Line of Credit borrowings		24,897			—			—			—			24,897
Line of Credit repayments		(24,897	)		—			—			—			(24,897	)
Repayments to Mohegan Tribe		—			—			(9,950	)		—			(9,950	)
Proceeds from issuance of Senior Unsecured Notes		500,000			—			—			—			500,000
Repayments of other long-term debt		(495,561	)		—			(40	)		—			(495,601	)
Principal portion of relinquishment liability payments		(45,350	)		—			—			—			(45,350	)
Distributions to Mohegan Tribe		(50,000	)		—			—			—			(50,000	)
Payments of financing fees		(11,757	)		—			(200	)		—			(11,957	)
Payments on capital lease obligations		(3,385	)		—			—			—			(3,385	)
Inter-company transactions		—			(30,302	)		28,481			1,821			—
Net cash flows provided by (used in) financing activities		(110,053	)		(30,302	)		18,291			1,821			(120,243	)
Net increase (decrease) in cash and cash equivalents		(47,776	)		(3,102	)		418			—			(50,460	)
Cash and cash equivalents at beginning of year		91,836			21,757			491			—			114,084
Cash and cash equivalents at end of year	$	44,060		$	18,655		$	909		$	—		$	63,624

(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

ORGANIZATION (Detail)	9 Months Ended	12 Months Ended
	Jun. 30, 2015	Sep. 30, 2015 a Members
Mohegan Tribe
Entity Information [Line Items]
Size of tribe reservation (in acre)		595
Mohegan Tribe | Salishan-Mohegan
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 acre)		185
Number of members on management board | Members		9
Mohegan Tribal Gaming Authority | Downs Racing, Backside, Mill Creek Land, and Northeast Concessions
Entity Information [Line Items]
Membership or limited partnership interest percentage		99.99%
Mohegan Tribal Gaming Authority | MMCT Venture
Entity Information [Line Items]
Membership or limited partnership interest percentage		50.00%
Mohegan Basketball Club | WNBA
Entity Information [Line Items]
Membership or limited partnership interest percentage		4.20%
Mohegan Lacrosse | New England Black Wolves
Entity Information [Line Items]
Membership or limited partnership interest percentage		50.00%
Mohegan Commercial Ventures-PA | Downs Racing, Backside, Mill Creek Land, and Northeast Concessions
Entity Information [Line Items]
General partnership interest percentage		0.01%
Downs Racing
Entity Information [Line Items]
Size of site on which gaming and entertainment complex is located		400
Mohegan Ventures-Northwest | Salishan-Mohegan
Entity Information [Line Items]
Membership or limited partnership interest percentage		49.15%
Salishan-Mohegan | Salishan-Mohegan Two
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Salishan-Mohegan | Interchange Development Group
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Ventures Wisconsin | Wisconsin Tribal Gaming
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
MTGA Gaming | Mohegan Gaming & Hospitality
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Gaming & Hospitality | Mohegan Resorts
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Resorts | Mohegan Resorts Mass
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 Holding MA
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
Mohegan Gaming Advisors | Inspire Integrated Resort
Entity Information [Line Items]
Membership or limited partnership interest percentage	100.00%
Mohegan Gaming Advisors | MGNV
Entity Information [Line Items]
Membership or limited partnership interest percentage	100.00%
Mohegan Holding NJ | Resorts Atlantic City
Entity Information [Line Items]
Membership or limited partnership interest percentage		10.00%
MGA Holding MA | MGA Palmer Partners
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%
MGA Palmer Partners | Mohegan Sun Massachusetts
Entity Information [Line Items]
Membership or limited partnership interest percentage		100.00%

XML

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Change in Accounting Principles (Detail) - New Accounting Pronouncement, Early Adoption, Effect [Member] $ in Millions	Sep. 30, 2015 USD ($)
Other Assets
New Accounting Pronouncement, Early Adoption [Line Items]
Debt issuance costs	$ (20.4)
Long-term Debt
New Accounting Pronouncement, Early Adoption [Line Items]
Debt issuance costs	$ 20.4

XML

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Long-Term Receivables (Detail) - USD ($) $ in Thousands		12 Months Ended
		Sep. 30, 2015	Sep. 30, 2014
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Balance, beginning of period	[1]	$ 69,208
Additions: Issuance of affiliate advances and other loans, including interest receivable		14,115
Additions: Cowlitz Project land value transfer	[2]	19,951
Deductions: Payments received		(157)
Deductions: Adjustments		(779)
Balance, end of period	[1]	102,338
Current portion of long-term receivables		19,600	$ 901
Notes receivable
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Interest receivable		43,400	$ 35,700
Affiliates
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Balance, beginning of period	[1]	66,596
Additions: Issuance of affiliate advances and other loans, including interest receivable		13,980
Additions: Cowlitz Project land value transfer	[2]	19,951
Deductions: Payments received		0
Deductions: Adjustments		0
Balance, end of period	[1]	100,527
Others
Notes, Loans and Financing Receivable, Gross, Noncurrent [Roll Forward]
Balance, beginning of period	[1]	2,612
Additions: Issuance of affiliate advances and other loans, including interest receivable		135
Additions: Cowlitz Project land value transfer	[2]	0
Deductions: Payments received		(157)
Deductions: Adjustments		(779)
Balance, end of period	[1]	$ 1,811

[1] Includes current portions of $19.6 million and $901,000 as of September 30, 2015 and 2014, respectively. Also includes interest receivable of $43.4 million and $35.7 million as of September 30, 2015 and 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 12).

XML

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reserves For Doubtful Collection of Long-term Receivables (Detail) $ in Thousands	12 Months Ended
	Sep. 30, 2015 USD ($)
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period	$ 27,629
Additions: Charges to bad debt expense	4,230
Deductions: Adjustments	(789)
Balance, end of period	31,070
Affiliates
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period	26,833
Additions: Charges to bad debt expense	4,195
Deductions: Adjustments	0
Balance, end of period	31,028
Others
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period	796
Additions: Charges to bad debt expense	35
Deductions: Adjustments	(789)
Balance, end of period	$ 42

XML

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Property, Plant and Equipment [Line Items]
Impairment of Project Horizon	$ 2,500	$ 2,502	$ 4,981	$ 0
Buildings and land improvements
Property, Plant and Equipment [Line Items]
Estimated useful life		40 years
Furniture and equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful life		3 years
Furniture and equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful life		7 years

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other Intangible Assets and Relinquishment Liability (Detail) - USD ($)	1 Months Ended		12 Months Ended
	Jun. 30, 2010	Oct. 31, 2006	Sep. 30, 2015	Sep. 30, 2014
Pennsylvania Facilities | Slot Machine License
Acquired Indefinite-lived Intangible Assets [Line Items]
Intangible asset recorded		$ 50,000,000	$ 214,000,000
Pennsylvania Facilities | Table Game Certificate
Acquired Indefinite-lived Intangible Assets [Line Items]
Intangible asset recorded	$ 16,500,000
Mohegan Sun | Mohegan Sun trademark
Acquired Indefinite-lived Intangible Assets [Line Items]
Intangible asset recorded			119,700,000
Impairment of Mohegan Sun trademark			0	$ 0
Franchise | WNBA
Acquired Indefinite-lived Intangible Assets [Line Items]
Impairment of Intangible Assets, Finite-lived			0	0
Franchise | Pautipaug Country Club
Acquired Indefinite-lived Intangible Assets [Line Items]
Impairment of Intangible Assets, Finite-lived			$ 0	$ 0

XML

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Detail) - USD ($) $ in Thousands	Sep. 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]
Interest rate (as a percent)	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]
Interest rate (as a percent)	11.00%	11.00%		11.00%
Carrying Value | Fair Value, Inputs, Level 2 | Credit Facility | Bank Credit Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	$ 21,000
Carrying Value | Fair Value, Inputs, Level 2 | Credit Facility | Term Loan A Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	109,613
Carrying Value | Fair Value, Inputs, Level 2 | Credit Facility | Term Loan B Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	792,078
Carrying Value | 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	$ 577,667
Carrying Value | Fair Value, Inputs, Level 2 | Senior Subordinated Notes | 2013 9 3/4% Senior Unsecured Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate (as a percent)	9.75%
Carrying Value | Fair Value, Inputs, Level 2 | Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate (as a percent)	11.00%
Note value	$ 98,939
Fair Value | Fair Value, Inputs, Level 2 | Credit Facility | Bank Credit Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	20,575
Fair Value | Fair Value, Inputs, Level 2 | Credit Facility | Term Loan A Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	109,811
Fair Value | Fair Value, Inputs, Level 2 | Credit Facility | Term Loan B Facility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Credit facility value	802,711
Fair Value | 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	596,700
Fair Value | Fair Value, Inputs, Level 2 | Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Note value	$ 103,446

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Promotional Allowances (Detail) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Schedule of Promotional Allowances [Line Items]
Retail value of providing promotional allowances	$ 97,346	$ 98,944	$ 95,857
Cost of providing promotional allowances	79,079	83,687	81,577
Reductions to gaming revenues related to discounts provided on patron losses	9,700	12,200	11,000
Reductions to gaming revenues related to player club points redeemed for cash	1,400	1,300	1,400
Food and beverage
Schedule of Promotional Allowances [Line Items]
Retail value of providing promotional allowances	42,192	43,264	38,390
Cost of providing promotional allowances	35,122	37,936	34,194
Hotel
Schedule of Promotional Allowances [Line Items]
Retail value of providing promotional allowances	15,142	14,721	13,799
Cost of providing promotional allowances	8,398	8,979	7,216
Retail, entertainment and other
Schedule of Promotional Allowances [Line Items]
Retail value of providing promotional allowances	40,012	40,959	43,668
Cost of providing promotional allowances	$ 35,559	$ 36,772	$ 40,167

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Advertising Costs and Expenses & Severance Costs and Expenses (Detail) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Accounting Policies [Abstract]
Advertising costs and expenses	$ 27,000	$ 26,700	$ 28,200
Prepaid advertising	$ 432	$ 142

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Investments in Unconsolidated Affiliates (Detail)	12 Months Ended
	Sep. 30, 2015
Resorts Atlantic City | Mohegan Holding NJ
Entity Information [Line Items]
Membership or limited partnership interest percentage	10.00%

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RECEIVABLES, NET (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Sep. 30, 2014
Accounts, Notes, Loans and Financing Receivable [Line Items]
Receivables	$ 64,983	$ 42,285
Less: reserve for doubtful collection	(11,039)	(11,645)
Total receivables, net	53,944	30,640
Gaming
Accounts, Notes, Loans and Financing Receivable [Line Items]
Receivables	32,841	32,789
Hotel
Accounts, Notes, Loans and Financing Receivable [Line Items]
Receivables	1,637	922
Affiliates
Accounts, Notes, Loans and Financing Receivable [Line Items]
Receivables	19,400	0
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Receivables	$ 11,105	$ 8,574

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PROPERTY AND EQUIPMENT, NET (Detail) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross			$ 2,453,034	$ 2,444,566	$ 2,453,034
Accumulated depreciation			(1,028,966)	(1,092,511)	(1,028,966)
Total property and equipment, net			1,424,068	1,352,055	1,424,068
Depreciation expense				77,000	79,600	$ 79,800
Capitalized interest					735	2,000
Impairment of Project Horizon		$ 2,500		2,502	4,981	0
Proceeds from asset sales				1,615	134	$ 216
Land
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross			65,485	45,534	65,485
Land improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross			97,146	97,838	97,146
Buildings and improvements
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross			1,734,673	1,733,924	1,734,673
Furniture and equipment
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross			547,719	555,884	547,719
Construction in process
Property, Plant and Equipment, Net, by Type [Abstract]
Property and equipment, gross			8,011	$ 11,386	$ 8,011
Asset under Construction
Property, Plant and Equipment, Net, by Type [Abstract]
Proceeds from asset sales	$ 1,300
Conceptual Design Work
Property, Plant and Equipment, Net, by Type [Abstract]
Impairment of Project Horizon			$ 5,000

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OTHER CURRENT ASSETS AND OTHER CURRENT LIABILITIES (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Sep. 30, 2014
Other Assets, Current [Abstract]
Non-qualified deferred compensation	$ 8,867	$ 9,809
Prepaid expenses and other miscellaneous current assets	9,663	7,188
Total other current assets	18,530	16,997
Other Liabilities, Current [Abstract]
Accrued payroll and related taxes and benefits	42,437	36,373
Combined outstanding Slot Win Contribution and free promotional slot play contribution	11,932	11,617
Amounts due to horsemen	7,372	8,109
Payments in transit	16,681	3,220
Other miscellaneous current liabilities	62,858	67,856
Total other current liabilities	$ 141,280	$ 127,175

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LONG-TERM DEBT - Schedules and Introduction (Detail) - USD ($)			1 Months Ended	12 Months Ended
		Aug. 11, 2015	Nov. 30, 2013	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013	Sep. 10, 2015	Aug. 31, 2013	Mar. 31, 2013	Mar. 31, 2012	Sep. 30, 2009	Feb. 28, 2005
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				$ 1,666,344,000	$ 1,710,507,000
Less: current portion of long-term debt				(55,194,000)	(31,552,000)
Long-term debt, net of current portion				1,611,150,000	1,678,955,000
Long-term Debt, Fiscal Year Maturity [Abstract]
2016	[1]			67,567,000
2017				31,126,000
2018				999,671,000
2019				7,832,000
2020				337,000
Thereafter				585,673,000
Total				1,692,206,000
Amount of debt repurchased		$ 175,000,000
Prior Bank Credit Facilities and 2009 and 2012 Second Lien Senior Secured Notes
Long-term Debt, Fiscal Year Maturity [Abstract]
Transaction costs			$ 6,600,000
Losses on early exchange of debt, previously capitalized transaction costs				2,300,000
Losses on early exchange of debt, transaction costs not previously capitalized				1,700,000
Credit Facility | Senior Secured Credit Facility - Revolving
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				21,000,000	37,000,000
Long-term Debt, Fiscal Year Maturity [Abstract]
Proceeds from credit facility				442,000,000	310,000,000	$ 0
Credit Facility | Senior Secured Credit Facility - Term Loan A
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				109,613,000	117,336,000
Discount and debt issuance costs				2,106,000	2,976,000
Long-term Debt, Fiscal Year Maturity [Abstract]
Proceeds from credit facility				0	124,343,000	0
Credit Facility | Senior Secured Credit Facility - Term Loan B
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				792,078,000	707,447,000
Discount and debt issuance costs				14,918,000	17,078,000
Long-term Debt, Fiscal Year Maturity [Abstract]
Proceeds from credit facility		90,000,000		87,911,000	720,952,000	0
Credit Facility | Bank of America, N.A. Line of Credit
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				0	3,041,000
Long-term Debt, Fiscal Year Maturity [Abstract]
Proceeds from credit facility				446,935,000	356,796,000	$ 24,897,000
Credit Facility | Downs Lodging Credit Facility
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				40,262,000	44,428,000
Credit Facility | Term Loan B Facility
Long-term Debt, Fiscal Year Maturity [Abstract]
Proceeds from credit facility		90,000,000
Credit Facility | Senior Secured Credit Facilities
Long-term Debt, Fiscal Year Maturity [Abstract]
Transaction costs				4,900,000
Unamortized discount				4,700,000
Capitalized debt issuance costs				219,000
Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				577,667,000	492,198,000
Discount and debt issuance costs				$ 7,333,000	$ 7,802,000
Interest rate (as a percent)				9.75%	9.75%			9.75%
Long-term Debt, Fiscal Year Maturity [Abstract]
Proceeds from issuance of debt		$ 85,000,000
Senior Unsecured Notes | 2012 11 % Senior Subordinated Notes
Long-term Debt, Fiscal Year Maturity [Abstract]
Amount of debt repurchased							$ 175,000,000	$ 69,000,000
Senior Subordinated Notes | 2005 6 7/8% Senior Subordinated Notes
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				$ 0	$ 9,648,000
Discount and debt issuance costs					$ 6,000
Interest rate (as a percent)					6.875%							6.875%
Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				98,939,000	$ 270,829,000
Discount and debt issuance costs				$ 1,251,000	$ 4,361,000
Interest rate (as a percent)				11.00%	11.00%					11.00%
Senior Subordinated Notes | Downs Lodging Credit Facility
Debt Schedule [Abstract]
Discount and debt issuance costs				$ 254,000	$ 572,000
Promissory Notes | 2009 Mohegan Tribe Promissory Note
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				0	1,750,000
Interest rate (as a percent)											10.00%
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				16,000,000	16,500,000
Interest rate (as a percent)										10.00%
Promissory Notes | 2013 Mohegan Tribe Promissory Note
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				7,420,000	7,420,000
Interest rate (as a percent)									4.00%
Other Debt
Debt Schedule [Abstract]
Long-term debt, excluding capital leases				$ 3,365,000	$ 2,910,000

[1] Includes the Downs Lodging Credit Facility, due July 2016, which was refinanced in November 2015 on a long-term basis, and, accordingly, was primarily included in long-term debt, net of current portion, in the accompanying consolidated balance sheet as of September 30, 2015 (further discussed below).

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LONG-TERM DEBT - Credit Facilities (Detail) - USD ($)			1 Months Ended	12 Months Ended
	Aug. 11, 2015	Jul. 16, 2015	Nov. 30, 2013	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013	Jul. 31, 2012
Debt Instrument [Line Items]
Long-term debt, including due to related parties				$ 1,666,344,000	$ 1,710,507,000
Accrued interest				12,055,000	8,659,000
Credit Facility | Senior Secured Credit Facilities
Debt Instrument [Line Items]
Loan face amount			$ 955,000,000
Accrued interest payable, including commitment fees				195,000	212,000
Credit Facility | Senior Secured Credit Facilities | Term Loan A Facility | LIBOR
Debt Instrument [Line Items]
Variable rate, measurement period			1 month
Credit Facility | Senior Secured Credit Facility - Revolving
Debt Instrument [Line Items]
Loan face amount			$ 100,000,000
Proceeds from credit facility				442,000,000	310,000,000	$ 0
Debt outstanding				21,000,000
Letters of credit issued				3,000,000
Remaining borrowing capacity				76,000,000
Credit facility outstanding				0
Long-term debt, including due to related parties				21,000,000	37,000,000
Prepayments on credit facility				$ 458,000,000	273,000,000	0
Credit Facility | Senior Secured Credit Facility - Revolving | Minimum
Debt Instrument [Line Items]
Fee assessed on unused revolving credit			0.375%
Credit Facility | Senior Secured Credit Facility - Revolving | Maximum
Debt Instrument [Line Items]
Fee assessed on unused revolving credit			0.50%
Credit Facility | Senior Secured Credit Facility - Revolving | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate			0.50%
Credit Facility | Senior Secured Credit Facility - Revolving | One-Month London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate			1.00%
Credit Facility | Senior Secured Credit Facility - Revolving | LIBOR | Minimum
Debt Instrument [Line Items]
Variable rate, leverage-based margin			2.50%
Credit Facility | Senior Secured Credit Facility - Revolving | LIBOR | Maximum
Debt Instrument [Line Items]
Variable rate, leverage-based margin			3.50%
Credit Facility | Senior Secured Credit Facility - Revolving | Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate				4.00%
Long-term debt, including due to related parties				$ 10,000,000
Debt instrument, variable rate at period end				0.20%
Credit Facility | Senior Secured Credit Facility - Revolving | Eurodollar | Minimum
Debt Instrument [Line Items]
Variable rate, leverage-based margin			3.50%
Credit Facility | Senior Secured Credit Facility - Revolving | Eurodollar | Maximum
Debt Instrument [Line Items]
Variable rate, leverage-based margin			4.50%
Credit Facility | Senior Secured Credit Facility - Revolving | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate				3.00%
Long-term debt, including due to related parties				$ 11,000,000
Debt instrument, variable rate at period end				3.25%
Credit Facility | Senior Secured Credit Facility - Revolving | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Fee assessed on unused revolving credit				0.50%
Credit Facility | Senior Secured Credit Facility - Term Loan A
Debt Instrument [Line Items]
Loan face amount			$ 125,000,000
Proceeds from credit facility				$ 0	124,343,000	0
Interest rate, year one			5.00%
Interest rate, year two			7.50%
Interest rate, year three			10.00%
Debt outstanding				111,700,000
Long-term debt, including due to related parties				$ 109,613,000	117,336,000
Effective interest rate of amounts outstanding				5.30%
Prepayments on credit facility				$ 7,756,000	3,125,000	0
Credit Facility | Senior Secured Credit Facility - Term Loan A | Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate			0.50%
Credit Facility | Senior Secured Credit Facility - Term Loan A | One-Month London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate			1.00%
Credit Facility | Senior Secured Credit Facility - Term Loan A | LIBOR | Minimum
Debt Instrument [Line Items]
Variable rate, leverage-based margin			2.50%
Credit Facility | Senior Secured Credit Facility - Term Loan A | LIBOR | Maximum
Debt Instrument [Line Items]
Variable rate, leverage-based margin			3.50%
Credit Facility | Senior Secured Credit Facility - Term Loan A | Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate				4.00%
Debt instrument, variable rate at period end				0.33%
Credit Facility | Senior Secured Credit Facility - Term Loan A | Eurodollar | Minimum
Debt Instrument [Line Items]
Variable rate, leverage-based margin			3.50%
Credit Facility | Senior Secured Credit Facility - Term Loan A | Eurodollar | Maximum
Debt Instrument [Line Items]
Variable rate, leverage-based margin			4.50%
Credit Facility | Senior Secured Credit Facility - Term Loan B
Debt Instrument [Line Items]
Loan face amount			$ 730,000,000
Proceeds from credit facility	$ 90,000,000			$ 87,911,000	720,952,000	0
Amortization of principal, percentage, annual			1.00%
Debt outstanding				807,000,000
Long-term debt, including due to related parties				$ 792,078,000	707,447,000
Effective interest rate of amounts outstanding				6.24%
Prepayments on credit facility				$ 5,339,000	5,475,000	0
Credit Facility | Senior Secured Credit Facility - Term Loan B | LIBOR
Debt Instrument [Line Items]
Variable rate, minimum			1.00%
Credit Facility | Senior Secured Credit Facility - Term Loan B | Eurodollar
Debt Instrument [Line Items]
Basis spread on variable rate			4.50%	4.50%
Debt instrument, variable rate at period end				1.00%
Credit Facility | Senior Secured Credit Facility - Term Loan B | Base Rate
Debt Instrument [Line Items]
Basis spread on variable rate			3.50%
Variable rate, minimum			2.00%
Credit Facility | Bank of America, N.A. Line of Credit
Debt Instrument [Line Items]
Proceeds from credit facility				$ 446,935,000	356,796,000	24,897,000
Long-term debt, including due to related parties				0	3,041,000
Borrowing capacity			$ 16,500,000
Accrued interest				23,000	23,000
Prepayments on credit facility				449,976,000	353,755,000	$ 24,897,000
Credit Facility | Downs Lodging Credit Facility
Debt Instrument [Line Items]
Long-term debt, including due to related parties				40,262,000	44,428,000
Credit Facility | Downs Lodging Credit Facility | Downs Lodging, LLC
Debt Instrument [Line Items]
Loan face amount							$ 45,000,000
Credit facility outstanding				$ 40,500,000
Effective interest rate of amounts outstanding				14.52%
Accrued interest				$ 5,300,000	0
Note stated interest rate							13.00%
Interest rate due monthly							10.00%
Interest rate due at maturity							3.00%
Exit fee							3.00%
Prepayments on credit facility		$ 4,500,000
Deferred interest and exit fee					$ 3,800,000

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LONG-TERM DEBT - Senior Unsecured Notes (Detail) - USD ($)	Aug. 11, 2015	Sep. 30, 2015	Sep. 30, 2014	Aug. 31, 2013
Debt Instrument [Line Items]
Accrued interest		$ 12,055,000	$ 8,659,000
Senior Unsecured Notes | 2013 9 3/4% Senior Unsecured Notes
Debt Instrument [Line Items]
Loan face amount				$ 500,000,000
Note stated interest rate		9.75%	9.75%	9.75%
Proceeds from issuance of debt	$ 85,000,000
Debt outstanding before discount	$ 585,000,000
Effective interest rate of amounts outstanding		10.03%
Redeemable rate				100.00%
Redeemable rate after cutoff upon change of control				101.00%
Redeemable rate upon certain conditions				100.00%
Accrued interest		$ 4,800,000	$ 4,100,000

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LONG-TERM DEBT - Senior Subordinated Notes (Detail) - USD ($)	Sep. 30, 2015	Sep. 10, 2015	Aug. 11, 2015	Sep. 30, 2014	Aug. 31, 2013	Mar. 31, 2012	Feb. 28, 2005
Debt Instrument [Line Items]
Accrued interest	$ 12,055,000			$ 8,659,000
Amount of debt repurchased			$ 175,000,000
Senior Subordinated Notes | 2005 6 7/8% Senior Subordinated Notes
Debt Instrument [Line Items]
Loan face amount							$ 150,000,000
Note stated interest rate				6.875%			6.875%
Principal amount tendered and exchanged						$ 140,300,000
Debt outstanding	$ 9,700,000
Accrued interest				$ 83,000
Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes
Debt Instrument [Line Items]
Loan face amount						$ 344,200,000
Note stated interest rate	11.00%			11.00%		11.00%
Accrued interest	$ 490,000			$ 1,300,000
Redeemable rate						100.00%
Redeemable rate after cutoff upon change of control						101.00%
Redeemable rate upon certain conditions						100.00%
Payment in Kind (PIK) interest rate						2.00%
Principal outstanding	$ 100,200,000
Effective interest rate of amounts outstanding	11.50%
Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes | 2004 Senior Subordinated Notes
Debt Instrument [Line Items]
Principal amount tendered and exchanged						$ 203,800,000
Senior Subordinated Notes | 2012 11 % Senior Subordinated Notes | 2005 Senior Subordinated Notes
Debt Instrument [Line Items]
Principal amount tendered and exchanged						$ 140,300,000
Senior Unsecured Notes | 2012 11 % Senior Subordinated Notes
Debt Instrument [Line Items]
Amount of debt repurchased		$ 175,000,000			$ 69,000,000

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LONG-TERM DEBT - Promissory Notes (Detail) - USD ($)		1 Months Ended
	Dec. 04, 2015	Mar. 31, 2012	Sep. 30, 2015	Sep. 30, 2014	Mar. 31, 2013	Sep. 30, 2009
Debt Instrument [Line Items]
Accrued interest			$ 12,055,000	$ 8,659,000
Amount outstanding			1,692,206,000
Promissory Notes | 2009 Mohegan Tribe Promissory Note
Debt Instrument [Line Items]
Loan face amount						$ 10,000,000
Note stated interest rate						10.00%
Accrued interest				2,500,000
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note
Debt Instrument [Line Items]
Loan face amount		$ 20,000,000
Note stated interest rate		10.00%
Accrued interest			1,300,000	416,000
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note | Subsequent Event
Debt Instrument [Line Items]
Note stated interest rate	12.50%
Quarterly amortization of principal	$ 1,500,000
Repayments of debt	6,000,000
Amount outstanding	$ 10,000,000
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note | Commencing September 30, 2015 through March 31, 2016
Debt Instrument [Line Items]
Periodic interest payment		$ 800,000
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note | Commencing December 31, 2012 through March 31, 2014
Debt Instrument [Line Items]
Quarterly amortization of principal		500,000
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note | Commencing July 1, 2014 and September 30, 2015
Debt Instrument [Line Items]
Quarterly amortization of principal		500,000
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note | Commencing December 31, 2015 through September 30, 2016
Debt Instrument [Line Items]
Quarterly amortization of principal		1,500,000
Promissory Notes | 2012 Mohegan Tribe Minor's Trust Promissory Note | Commencing at Maturity
Debt Instrument [Line Items]
Quarterly amortization of principal		$ 10,000,000
Promissory Notes | 2013 Mohegan Tribe Promissory Note
Debt Instrument [Line Items]
Loan face amount					$ 7,400,000
Note stated interest rate					4.00%
Accrued interest			$ 1,000	$ 1,000

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LEASES (Detail) $ in Thousands		12 Months Ended
	Mar. 05, 2015 a Room	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)
Minimum future rental income
2016		$ 5,933
2017		3,858
2018		3,370
2019		3,026
2020		2,828
Thereafter		7,175
Total		26,190
Rental expense		9,200	$ 11,400	$ 11,000
Minimum future rental expense
2016		1,709
2017		7,683
2018		8,129
2019		7,941
2020		8,001
Thereafter		217,622
Total		$ 251,085
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 | Room	400
Initial lease term	28 years 4 months

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RELATED PARTY TRANSACTIONS (Detail)		1 Months Ended	12 Months Ended
	Mar. 05, 2015 a Room	Jul. 31, 2008 USD ($)	Sep. 30, 2015 USD ($) Employee	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)
Related Party Transaction [Line Items]
Distributions to the Tribe			$ 50,000,000	$ 50,000,000	$ 50,000,000
Acceptable variance in bid from lowest bid for ordinance to apply			5.00%
Bidding threshold established by ordinance			$ 250,000
Mohegan Tribe
Related Party Transaction [Line Items]
Distributions to the Tribe			50,000,000	50,000,000	50,000,000
Incurred interest expense associated with a related party debt			$ 2,100,000	2,300,000	3,000,000
Term of lease			25 years
Renewable period of additional term			25 years
Monthly payment amount		$ 75,000
Number of employees affiliated with related party | Employee			115
Mohegan Sun
Related Party Transaction [Line Items]
Expenses for services provided to related party			$ 28,300,000	27,100,000	26,800,000
Mohegan Tribal Utility Authority
Related Party Transaction [Line Items]
Utilities purchased from related party			$ 17,400,000	$ 19,300,000	$ 17,800,000
Mohegan Tribal Finance Authority
Related Party Transaction [Line Items]
Renewable period of additional term	28 years 4 months
Fourth Amendment, Amount of rooms to be developed | Room	400
Fourth Amendment, Amount of acres released for use | a	1.2

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EMPLOYEE BENEFIT PLANS (Detail)	12 Months Ended
	Sep. 30, 2015 USD ($) $ / h	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]
Minimum annual contribution percent per employee	1.00%
Maximum annual contribution percent per employee	25.00%
Maximum employer match as percent of employee contribution	50.00%
Maximum match from employer as a percent of participants' salary	3.00%
Rate of discretionary employer contributions (in dollars per qualified hour) | $ / h	0.30
Minimum eligibility period	90 days
Period to be fully vested	5 years
Contributions, net of forfeitures	$ 2,200,000	$ 2,500,000	$ 2,400,000
Deferred Compensation Arrangements [Abstract]
Percent of employee salary eligible for deferral	100.00%
Participant withdrawals, net of contributions	$ 942,000	$ 22,000
Participant withdrawals, net of contributions and changes in fair value of investments			$ 7,400,000

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COMMITMENTS AND CONTINGENCIES (Detail)	12 Months Ended
	Sep. 30, 2015 USD ($) Gaming_Facilities Slot_Machine	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)
Mohegan Tribe
Commitment And Contingencies [Line Items]
Term of lease	25 years
Renewable period of additional term	25 years
Slot Win Contributions
Commitment 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
Limitation of excluded free promotional play as a percent of gross revenues from slot machines	11.00%
Contribution rate applied to excess free promotional play revenues in excess of limitation, if other than standard rate	25.00%
Slot win contributions	$ 145,600,000	$ 146,500,000	$ 155,800,000
Slot win contributions outstanding	$ 11,900,000	11,600,000
Pennsylvania Slot Machine Tax
Commitment And Contingencies [Line Items]
Tax rate applied to percent of gross revenues from slot machines	55.00%
Portion of taxed revenues subject to minimum annual local share assessment	2.00%
Minimum annual local share assessment	$ 10,000,000
Escrow deposit for tax payments	1,500,000
Slot machine tax expense recognized	119,600,000	122,300,000	124,000,000
Slot machine tax expense, outstanding	$ 4,700,000	4,600,000
Pennsylvania Slot Machine Tax | Downs Racing
Commitment And Contingencies [Line Items]
Number of slot machines at Mohegan Sun at Pocono Downs permitted by license | Slot_Machine	3,000
Number of slot machines at Mohegan Sun at Pocono Downs permitted by license expandable to | Slot_Machine	5,000
Pennsylvania Table Game Tax
Commitment And Contingencies [Line Items]
Subsequent table game tax rate	12.00%
Additional local tax	2.00%
Table game tax expense recognized	$ 6,700,000	6,300,000	6,100,000
Table game tax expense outstanding	148,000	156,000
Pennsylvania Regulatory Fee
Commitment And Contingencies [Line Items]
Regulatory fee recognized	4,600,000	4,700,000	4,200,000
Regulatory fee outstanding	$ 70,000	147,000
Fee rate, percent of gross revenues from slot machines and table games	1.50%
Pennsylvania Gaming Control Board Loans
Commitment And Contingencies [Line Items]
PGCB loan repayment expense	$ 620,000	638,000	633,000
Loans obtained by PGCB	36,100,000
Additional Loans granted by PGCB	$ 63,800,000
Number of authorized gaming facilities | Gaming_Facilities	14
Number of authorized gaming facilities that have commenced operations | Gaming_Facilities	12
PGCB loan repayment period	10 years
Horsemen's Agreement
Commitment And Contingencies [Line Items]
Purses earned by horsemen and other fees outstanding	$ 7,400,000	8,100,000
Priority Distribution Agreement
Commitment And Contingencies [Line Items]
Priority distribution payments	31,500,000	$ 19,500,000	$ 19,200,000
Annual initial amount of priority distribution payments	40,000,000
Town of Montville Agreement
Commitment And Contingencies [Line Items]
Annual payments	$ 500,000
Land Lease Agreement
Commitment And Contingencies [Line Items]
Rental fee, percent of annual revenues for periods not occupied by primary tenant	8.00%
Land Lease Agreement | Mohegan Tribe
Commitment And Contingencies [Line Items]
Term of lease	25 years
Renewable period of additional term	25 years

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RELINQUISHMENT AGREEMENT (Detail) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 1998
Relinquishment Agreement [Abstract]
Term of relinquishment agreement	15 years
Relinquishment liability		$ 25,200		$ 549,100
Relinquishment liability reassessment	$ 243	1,905	$ 249
Accretion of discount to the relinquishment liability	227	2,205	4,974
Relinquishment Payments [Abstract]
Principal	24,400	46,574	45,350
Accretion of discount	778	2,897	5,792
Total relinquishment payments	$ 25,200	49,500	$ 51,200
Accrued relinquishment payments		$ 13,200

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MOHEGAN VENTURES-NORTHWEST, LLC (COWLITZ PROJECT) (Detail) $ in Thousands		1 Months Ended		12 Months Ended
	Dec. 04, 2015 USD ($)	Jun. 30, 2013 Lawsuits	Mar. 31, 2013 Lawsuits	Sep. 30, 2015 USD ($) Gaming_Facilities gaming_machine table_game	Sep. 30, 2014 USD ($)	Dec. 31, 2006 a
Schedule of Long-term Development Projects [Line Items]
Carrying value of land				$ 1,352,055	$ 1,424,068
Affiliates | Salishan-Mohegan | Cowlitz Project | Subsequent Event
Schedule of Long-term Development Projects [Line Items]
Repayments of receivables	$ 19,400
Receivables repayment term	7 years
Additional interest rate above financing rate (as a percent)	1.00%
Financing rate (as a percent)	12.50%
Cowlitz Project | Salishan-Mohegan
Schedule of Long-term Development Projects [Line Items]
Development fee				3.00%
Area of land purchased (in acres) | a						152
Management fee				24.00%
Term of management agreement				7 years
Number of authorized gaming facilities | Gaming_Facilities				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%
New claims filed | Lawsuits		2
Number of claims dismissed | Lawsuits			2
Receivables including accrued interest				$ 90,700	56,800
Allowance for doubtful collection				$ 21,200	17,000
Cowlitz Project | Salishan-Mohegan | Land
Schedule of Long-term Development Projects [Line Items]
Carrying value of land					$ 20,000
Cowlitz Project | Salishan-Mohegan | Mohegan Ventures-Northwest
Schedule of Long-term Development Projects [Line Items]
Membership or limited partnership interest percentage				49.15%
Cowlitz Project | Salishan-Mohegan | Salishan Company, LLC
Schedule of Long-term Development Projects [Line Items]
Membership or limited partnership interest percentage				40.00%
Cowlitz Project | Salishan-Mohegan | Mohegan Tribe
Schedule of Long-term Development Projects [Line Items]
Membership or limited partnership interest percentage				10.85%
Cowlitz Project | Salishan-Mohegan | Salishan-Mohegan Two
Schedule of Long-term Development Projects [Line Items]
Membership or limited partnership interest percentage				100.00%

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MOHEGAN VENTURES WISCONSIN, LLC (MENOMINEE PROJECT) (Detail)	12 Months Ended
	Sep. 30, 2015
Menominee Project | Mohegan Ventures Wisconsin | Wisconsin Tribal Gaming
Schedule of Long-term Development Projects [Line Items]
Membership or limited partnership interest percentage	100.00%

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INVESTMENT IN WNBA FRANCHISE (Detail) - Mohegan Basketball Club - USD ($)	1 Months Ended	12 Months Ended
	Jan. 31, 2003	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
WNBA
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Membership or limited partnership interest percentage		4.20%
Initial player roster
Entity Information [Line Items]
Estimated fair value of intangible asset acquired with membership interest	$ 4,800,000
Useful life of intangible asset acquired with membership interest	7 years
Franchise
Entity Information [Line Items]
Estimated fair value of intangible asset acquired with membership interest	$ 5,500,000
Useful life of intangible asset acquired with membership interest	30 years
Accumulated amortization		$ 2,300,000	$ 2,100,000
Amortization expense		183,000	$ 183,000	$ 183,000
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Expected amortization expenses, 2015		183,000
Expected amortization expenses, 2016		183,000
Expected amortization expenses, 2017		183,000
Expected amortization expenses, 2018		183,000
Expected amortization expenses, 2019		$ 183,000

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SEGMENT REPORTING (Detail) $ in Thousands	12 Months Ended
	Sep. 30, 2015 USD ($) Segment	Sep. 30, 2014 USD ($)	Sep. 30, 2013 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments | Segment	2
Net revenues	$ 1,291,620	$ 1,292,718	$ 1,340,028
Income (loss) from operations	233,175	181,408	229,506
Accretion of discount to the relinquishment liability	(227)	(2,205)	(4,974)
Interest income	7,983	7,066	6,271
Interest expense, net of capitalized interest	(143,876)	(147,933)	(170,150)
Loss on early extinguishment of debt	(3,987)	(62,041)	(11,516)
Other expense, net	(929)	(853)	(1,595)
Net income (loss)	92,139	(24,558)	47,542
Loss attributable to non-controlling interests	2,255	380	2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority	94,394	(24,178)	50,326
Capital expenditures incurred	30,024	32,628	66,053
Total assets	2,020,133	2,035,531
Operating Segments | Mohegan Sun
Segment Reporting Information [Line Items]
Net revenues	994,010	995,100	1,042,078
Income (loss) from operations	212,211	181,325	212,680
Capital expenditures incurred	24,521	19,518	27,652
Total assets	1,332,458	1,368,352
Operating Segments | Mohegan Sun Pocono
Segment Reporting Information [Line Items]
Net revenues	295,135	296,578	296,648
Income (loss) from operations	45,817	36,956	43,763
Capital expenditures incurred	5,448	3,946	4,673
Total assets	555,449	551,655
Operating Segments | Corporate and other
Segment Reporting Information [Line Items]
Net revenues	7,567	5,391	1,302
Income (loss) from operations	(24,853)	(36,873)	(26,937)
Capital expenditures incurred	55	9,164	33,728
Total assets	132,226	115,524
Inter-segment revenues
Segment Reporting Information [Line Items]
Net revenues	$ (5,092)	$ (4,351)	$ 0

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - Introduction (Detail)	12 Months Ended
	Sep. 30, 2015
Downs Racing, Backside, Mill Creek Land, and Northeast Concessions
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Mohegan Basketball Club
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Mohegan Golf
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Mohegan Ventures-Northwest
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Mohegan Ventures Wisconsin
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
Wisconsin Tribal Gaming
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%
MTGA Gaming
Condensed Financial Statements, Captions [Line Items]
Ownership percentage	100.00%

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - BALANCE SHEETS (Detail) - USD ($) $ in Thousands		Sep. 30, 2015		Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2012
Current assets:
Cash and cash equivalents		$ 65,754		$ 49,108		$ 63,624		$ 114,084
Restricted cash		1,762		675
Receivables, net		53,944		30,640
Inventories		15,546		14,544
Other current assets		18,530		16,997
Total current assets		155,536		111,964
Non-current assets:
Property and equipment, net		1,352,055		1,424,068
Goodwill		39,459		39,459
Other intangible assets, net		406,718		405,109
Other assets, net		66,365		54,931
Inter-company receivables		0		0
Investment in subsidiaries		0		0
Total assets		2,020,133		2,035,531
Current liabilities:
Current portion of long-term debt		49,194		29,302
Current portion of relinquishment liability		0		25,194
Due to Mohegan Tribe		6,000		2,250
Current portion of capital leases		824		793
Trade payables		15,016		24,086
Construction payables		13,137		5,832
Accrued interest payable		12,055		8,659
Other current liabilities		141,280		127,175
Total current liabilities		237,506		223,291
Non-current liabilities:
Long-term debt, net of current portion		1,593,730		1,655,535
Due to Mohegan Tribe, net of current portion		17,420		23,420
Capital leases, net of current portion		1,521		2,345
Other long-term liabilities		1,915		6,113
Inter-company payables		0		0
Accumulated losses in excess of investment in subsidiaries		0		0
Total liabilities		1,852,092		1,910,704
Capital:
Retained earnings		169,452		125,058
Mohegan Tribal Gaming Authority capital		169,452		125,058
Non-controlling interests		(1,411)		(231)
Total capital		168,041		124,827		199,385		209,263
Total liabilities and capital		2,020,133		2,035,531
Authority
Current assets:
Cash and cash equivalents		42,093		33,939		44,060		91,836
Restricted cash		62		47
Receivables, net		29,134		27,537
Inventories		14,401		13,339
Other current assets		15,569		15,559
Total current assets		101,259		90,421
Non-current assets:
Property and equipment, net		1,098,588		1,142,363
Goodwill		0		0
Other intangible assets, net		120,281		120,395
Other assets, net		10,711		8,768
Inter-company receivables		254,348		228,122
Investment in subsidiaries		328,462		325,651
Total assets		1,913,649		1,915,720
Current liabilities:
Current portion of long-term debt		46,248		28,887
Current portion of relinquishment liability				25,194
Due to Mohegan Tribe		0		0
Current portion of capital leases		824		793
Trade payables		12,365		18,893
Construction payables		11,149		4,411
Accrued interest payable		5,461		5,725
Other current liabilities		108,911		90,684
Total current liabilities		184,958		174,587
Non-current liabilities:
Long-term debt, net of current portion		1,555,487		1,611,107
Due to Mohegan Tribe, net of current portion		0		0
Capital leases, net of current portion		1,521		2,345
Other long-term liabilities		1,915		2,307
Inter-company payables		0		0
Accumulated losses in excess of investment in subsidiaries		0		0
Total liabilities		1,743,881		1,790,346
Capital:
Retained earnings		169,768		125,374
Mohegan Tribal Gaming Authority capital		169,768		125,374
Non-controlling interests		0		0
Total capital		169,768		125,374
Total liabilities and capital		1,913,649		1,915,720
Total Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	[1]	22,167		14,767		18,655		21,757
Restricted cash	[1]	1,661		628
Receivables, net	[1]	3,585		2,637
Inventories	[1]	1,145		1,205
Other current assets	[1]	2,928		1,182
Total current assets	[1]	31,486		20,419
Non-current assets:
Property and equipment, net	[1]	214,778		222,425
Goodwill	[1]	39,459		39,459
Other intangible assets, net	[1]	284,418		284,714
Other assets, net	[1]	4,017		3,970
Inter-company receivables	[1]	94,033		65,981
Investment in subsidiaries	[1]	0		0
Total assets	[1]	668,191		636,968
Current liabilities:
Current portion of long-term debt	[1]	0		0
Current portion of relinquishment liability	[1]			0
Due to Mohegan Tribe	[1]	0		0
Current portion of capital leases	[1]	48		58
Trade payables	[1]	2,564		5,181
Construction payables	[1]	1,888		794
Accrued interest payable	[1]	0		0
Other current liabilities	[1]	29,699		29,504
Total current liabilities	[1]	34,199		35,537
Non-current liabilities:
Long-term debt, net of current portion	[1]	0		0
Due to Mohegan Tribe, net of current portion	[1]	0		0
Capital leases, net of current portion	[1]	5,770		6,111
Other long-term liabilities	[1]	0		0
Inter-company payables	[1]	246,380		225,269
Accumulated losses in excess of investment in subsidiaries	[1]	40,873		31,680
Total liabilities	[1]	327,222		298,597
Capital:
Retained earnings	[1]	340,969		338,371
Mohegan Tribal Gaming Authority capital	[1]	340,969		338,371
Non-controlling interests	[1]	0		0
Total capital	[1]	340,969		338,371
Total liabilities and capital	[1]	668,191		636,968
Total Non Guarantor Subsidiaries and Entities
Current assets:
Cash and cash equivalents		1,494	[2]	402	[2],[3]	909	[3]	491	[3]
Restricted cash	[2]	39		0
Receivables, net	[2]	22,871		1,287
Inventories	[2]	0		0
Other current assets	[2]	33		256
Total current assets	[2]	24,437		1,945
Non-current assets:
Property and equipment, net	[2]	38,689		59,280
Goodwill	[2]	0		0
Other intangible assets, net	[2]	2,019		0
Other assets, net	[2]	57,597		48,505
Inter-company receivables	[2]	0		0
Investment in subsidiaries	[2]	0		0
Total assets	[2]	122,742		109,730
Current liabilities:
Current portion of long-term debt	[2]	2,946		415
Current portion of relinquishment liability	[2]			0
Due to Mohegan Tribe	[2]	6,000		2,250
Current portion of capital leases	[2]	0		0
Trade payables	[2]	87		12
Construction payables	[2]	100		627
Accrued interest payable	[2]	6,594		2,934
Other current liabilities	[2]	4,268		7,750
Total current liabilities	[2]	19,995		13,988
Non-current liabilities:
Long-term debt, net of current portion	[2]	38,243		44,428
Due to Mohegan Tribe, net of current portion	[2]	17,420		23,420
Capital leases, net of current portion	[2]	0		0
Other long-term liabilities	[2]	0		3,806
Inter-company payables	[2]	102,001		68,834
Accumulated losses in excess of investment in subsidiaries	[2]	0		0
Total liabilities	[2]	177,659		154,476
Capital:
Retained earnings	[2]	(55,157)		(44,746)
Mohegan Tribal Gaming Authority capital	[2]	(55,157)		(44,746)
Non-controlling interests	[2]	240		0
Total capital	[2]	(54,917)		(44,746)
Total liabilities and capital	[2]	122,742		109,730
Consolidating/Eliminating Adjustments
Current assets:
Cash and cash equivalents		0		0		$ 0		$ 0
Restricted cash		0		0
Receivables, net		(1,646)		(821)
Inventories		0		0
Other current assets		0		0
Total current assets		(1,646)		(821)
Non-current assets:
Property and equipment, net		0		0
Goodwill		0		0
Other intangible assets, net		0		0
Other assets, net		(5,960)		(6,312)
Inter-company receivables		(348,381)		(294,103)
Investment in subsidiaries		(328,462)		(325,651)
Total assets		(684,449)		(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		(48)		(58)
Trade payables		0		0
Construction payables		0		0
Accrued interest payable		0		0
Other current liabilities		(1,598)		(763)
Total current liabilities		(1,646)		(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		(5,770)		(6,111)
Other long-term liabilities		0		0
Inter-company payables		(348,381)		(294,103)
Accumulated losses in excess of investment in subsidiaries		(40,873)		(31,680)
Total liabilities		(396,670)		(332,715)
Capital:
Retained earnings		(286,128)		(293,941)
Mohegan Tribal Gaming Authority capital		(286,128)		(293,941)
Non-controlling interests		(1,651)		(231)
Total capital		(287,779)		(294,172)
Total liabilities and capital		$ (684,449)		$ (626,887)

[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.

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

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - STATEMENTS OF INCOME (Detail) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
		Mar. 31, 2015	Sep. 30, 2015		Sep. 30, 2014		Sep. 30, 2013
Revenues:
Gaming			$ 1,133,720		$ 1,133,563		$ 1,190,202
Food and beverage			89,720		91,655		86,251
Hotel			50,496		47,310		40,873
Retail, entertainment and other			115,030		119,134		118,559
Gross revenues			1,388,966		1,391,662		1,435,885
Less-Promotional allowances			(97,346)		(98,944)		(95,857)
Net revenues			1,291,620		1,292,718		1,340,028
Operating costs and expenses:
Gaming			651,900		687,021		708,929
Food and beverage			41,554		41,482		41,575
Hotel			14,934		15,807		14,339
Retail, entertainment and other			45,779		50,945		43,859
Advertising, general and administrative			188,924		190,639		192,673
Corporate			31,127		41,036		28,122
Depreciation and amortization			77,580		80,126		80,317
(Gain) loss on disposition of assets			1,018		(9)		241
Severance			3,370		0		29
Pre-opening			0		1,187		687
Impairment of Project Horizon		$ 2,500	2,502		4,981		0
Relinquishment liability reassessment			(243)		(1,905)		(249)
Total operating costs and expenses			1,058,445		1,111,310		1,110,522
Income (loss) from operations			233,175		181,408		229,506
Other income (expense):
Accretion of discount to the relinquishment liability			(227)		(2,205)		(4,974)
Interest income			7,983		7,066		6,271
Interest expense, net of capitalized interest			(143,876)		(147,933)		(170,150)
Loss on early extinguishment of debt			(3,987)		(62,041)		(11,516)
Loss on interests in subsidiaries			0		0		0
Other income (expense), net			(929)		(853)		(1,595)
Total other expense			(141,036)		(205,966)		(181,964)
Net income (loss)			92,139		(24,558)		47,542
Loss attributable to non-controlling interests			2,255		380		2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority			94,394		(24,178)		50,326
Authority
Revenues:
Gaming			861,919		858,780		911,180
Food and beverage			60,687		62,273		59,334
Hotel			44,836		42,921		40,873
Retail, entertainment and other			94,457		101,506		100,545
Gross revenues			1,061,899		1,065,480		1,111,932
Less-Promotional allowances			(74,994)		(76,618)		(76,407)
Net revenues			986,905		988,862		1,035,525
Operating costs and expenses:
Gaming			457,948		488,293		507,069
Food and beverage			32,964		32,348		33,297
Hotel			14,062		15,287		14,339
Retail, entertainment and other			39,353		45,876		40,371
Advertising, general and administrative			158,230		155,668		159,869
Corporate			16,584		13,276		14,841
Depreciation and amortization			63,071		65,406		67,097
(Gain) loss on disposition of assets			1,007		(12)		222
Severance			3,244				(146)
Pre-opening					0		0
Impairment of Project Horizon			2,502		4,981
Relinquishment liability reassessment			(243)		(1,905)		(249)
Total operating costs and expenses			788,722		819,218		836,710
Income (loss) from operations			198,183		169,644		198,815
Other income (expense):
Accretion of discount to the relinquishment liability			(227)		(2,205)		(4,974)
Interest income			43		88		146
Interest expense, net of capitalized interest			(95,485)		(97,380)		(118,303)
Loss on early extinguishment of debt			(3,987)		(62,041)		(11,516)
Loss on interests in subsidiaries			(4,144)		(32,449)		(13,834)
Other income (expense), net			11		165		(8)
Total other expense			(103,789)		(193,822)		(148,489)
Net income (loss)			94,394		(24,178)		50,326
Loss attributable to non-controlling interests			0		0		0
Net income (loss) attributable to Mohegan Tribal Gaming Authority			94,394		(24,178)		50,326
Total Guarantor Subsidiaries
Revenues:
Gaming	[1]		271,801		274,783		279,022
Food and beverage	[1]		28,913		29,382		26,917
Hotel	[1]		5,660		4,389		0
Retail, entertainment and other	[1]		17,072		16,515		16,679
Gross revenues	[1]		323,446		325,069		322,618
Less-Promotional allowances	[1]		(20,109)		(20,567)		(17,300)
Net revenues	[1]		303,337		304,502		305,318
Operating costs and expenses:
Gaming	[1]		193,952		198,728		201,860
Food and beverage	[1]		8,590		9,134		8,280
Hotel	[1]		5,724		4,631		0
Retail, entertainment and other	[1]		6,029		6,780		5,589
Advertising, general and administrative	[1]		31,427		35,075		32,997
Corporate	[1]		0		0		0
Depreciation and amortization	[1]		13,371		13,814		13,220
(Gain) loss on disposition of assets	[1]		11		3		19
Severance	[1]		126				175
Pre-opening	[1]				1,187		687
Impairment of Project Horizon	[1]		0		0
Relinquishment liability reassessment	[1]		0		0		0
Total operating costs and expenses	[1]		259,230		269,352		262,827
Income (loss) from operations	[1]		44,107		35,150		42,491
Other income (expense):
Accretion of discount to the relinquishment liability	[1]		0		0		0
Interest income	[1]		7,424		4,704		2,320
Interest expense, net of capitalized interest	[1]		(39,992)		(42,583)		(44,126)
Loss on early extinguishment of debt	[1]		0		0		0
Loss on interests in subsidiaries	[1]		(9,193)		(24,848)		(7,389)
Other income (expense), net	[1]		0		0		0
Total other expense	[1]		(41,761)		(62,727)		(49,195)
Net income (loss)	[1]		2,346		(27,577)		(6,704)
Loss attributable to non-controlling interests	[1]		0		0		0
Net income (loss) attributable to Mohegan Tribal Gaming Authority	[1]		2,346		(27,577)		(6,704)
Total Non Guarantor Subsidiaries and Entities
Revenues:
Gaming			0	[2]	0	[3]	0	[3]
Food and beverage			120	[2]	0	[3]	0	[3]
Hotel			0	[2]	0	[3]	0	[3]
Retail, entertainment and other			8,593	[2]	5,464	[3]	1,575	[3]
Gross revenues			8,713	[2]	5,464	[3]	1,575	[3]
Less-Promotional allowances			(14)	[2]	(17)	[3]	(4)	[3]
Net revenues			8,699	[2]	5,447	[3]	1,571	[3]
Operating costs and expenses:
Gaming			0	[2]	0	[3]	0	[3]
Food and beverage			0	[2]	0	[3]	(2)	[3]
Hotel			0	[2]	0	[3]	0	[3]
Retail, entertainment and other			2,626	[2]	0	[3]	0	[3]
Advertising, general and administrative			14,050	[2]	27,927	[3]	13,373	[3]
Corporate			0	[2]	0	[3]	0	[3]
Depreciation and amortization			1,138	[2]	906	[3]	0	[3]
(Gain) loss on disposition of assets			0	[2]	0	[3]	0	[3]
Severance			0	[2]			0	[3]
Pre-opening	[3]				0		0
Impairment of Project Horizon			0	[2]	0	[3]
Relinquishment liability reassessment			0	[2]	0	[3]	0	[3]
Total operating costs and expenses			17,814	[2]	28,833	[3]	13,371	[3]
Income (loss) from operations			(9,115)	[2]	(23,386)	[3]	(11,800)	[3]
Other income (expense):
Accretion of discount to the relinquishment liability			0	[2]	0	[3]	0	[3]
Interest income			8,346	[2]	7,306	[3]	6,064	[3]
Interest expense, net of capitalized interest			(16,229)	[2]	(13,002)	[3]	(9,980)	[3]
Loss on early extinguishment of debt			0	[2]	0	[3]	0	[3]
Loss on interests in subsidiaries			0	[2]	0	[3]	0	[3]
Other income (expense), net			(940)	[2]	(1,018)	[3]	(1,587)	[3]
Total other expense			(8,823)	[2]	(6,714)	[3]	(5,503)	[3]
Net income (loss)			(17,938)	[2]	(30,100)	[3]	(17,303)	[3]
Loss attributable to non-controlling interests			835	[2]	0	[3]	0	[3]
Net income (loss) attributable to Mohegan Tribal Gaming Authority			(17,103)	[2]	(30,100)	[3]	(17,303)	[3]
Consolidating/Eliminating Adjustments
Revenues:
Gaming			0		0		0
Food and beverage			0		0		0
Hotel			0		0		0
Retail, entertainment and other			(5,092)		(4,351)		(240)
Gross revenues			(5,092)		(4,351)		(240)
Less-Promotional allowances			(2,229)		(1,742)		(2,146)
Net revenues			(7,321)		(6,093)		(2,386)
Operating costs and expenses:
Gaming			0		0		0
Food and beverage			0		0		0
Hotel			(4,852)		(4,111)		0
Retail, entertainment and other			(2,229)		(1,711)		(2,101)
Advertising, general and administrative			(14,783)		(28,031)		(13,566)
Corporate			14,543		27,760		13,281
Depreciation and amortization			0		0		0
(Gain) loss on disposition of assets			0		0		0
Severance			0				0
Pre-opening					0		0
Impairment of Project Horizon			0		0
Relinquishment liability reassessment			0		0		0
Total operating costs and expenses			(7,321)		(6,093)		(2,386)
Income (loss) from operations			0		0		0
Other income (expense):
Accretion of discount to the relinquishment liability			0		0		0
Interest income			(7,830)		(5,032)		(2,259)
Interest expense, net of capitalized interest			7,830		5,032		2,259
Loss on early extinguishment of debt			0		0		0
Loss on interests in subsidiaries			13,337		57,297		21,223
Other income (expense), net			0		0		0
Total other expense			13,337		57,297		21,223
Net income (loss)			13,337		57,297		21,223
Loss attributable to non-controlling interests			1,420		380		2,784
Net income (loss) attributable to Mohegan Tribal Gaming Authority			$ 14,757		$ 57,677		$ 24,007

[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.

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

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION - STATEMENTS OF CASH FLOWS (Detail) - USD ($) $ in Thousands			3 Months Ended	12 Months Ended
		Aug. 11, 2015	Mar. 31, 2015	Sep. 30, 2015		Sep. 30, 2014		Sep. 30, 2013
Cash flows provided by (used in) operating activities:
Net income (loss)				$ 92,139		$ (24,558)		$ 47,542
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization				77,580		80,126		80,317
Relinquishment liability reassessment				(243)		(1,905)		(249)
Accretion of discount to the relinquishment liability				227		2,205		4,974
Cash paid for accretion of discount to the relinquishment liability				(778)		(2,897)		(5,792)
Loss on early extinguishment of debt				2,269		58,245		4,531
Proceeds from bond premiums				2,125
Payments of tender offer costs and discounts				(2,894)		(48,155)		(3,104)
Amortization of debt issuance costs and accretion of bond premiums and discounts				7,771		8,037		12,285
Amortization of net deferred gain on settlement of derivative instruments				0		0		(76)
Provision for losses on receivables				5,878		6,146		3,436
Impairment of Project Horizon			$ 2,500	2,502		4,981		0
(Gain) loss on disposition of assets				1,018		(9)		241
(Gain) loss from unconsolidated affiliates				972		826		1,553
Inter-company transactions				0		0		0
Changes in operating assets and liabilities:
(Increase) decrease in receivables				(5,340)		(7,159)		(648)
(Increase) decrease in inventories				(1,002)		(554)		448
(Increase) decrease in other assets				(12,152)		(3,531)		2,759
Increase (decrease) in trade payables				(8,984)		13,419		(2,143)
Decrease in accrued interest				(410)		(14,637)		(23,066)
Increase (decrease) in other liabilities				8,740		2,436		(20,057)
Net cash flows provided by operating activities				169,418		73,016		102,951
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables				(22,460)		(35,079)		(59,597)
Issuance of third-party loans and advances				(4,080)		(1,804)		(2,033)
Payments received on third-party loans				157		644		139
(Increase) decrease in restricted cash, net				(1,526)		13,679		33,078
Proceeds from asset sales				1,615		134		216
Investments in the New England Black Wolves				(500)		0		0
Investments in unconsolidated affiliates				0		(29)		(4,971)
Inter-company transactions				0		0		0
Net cash flows used in investing activities				(26,794)		(22,455)		(33,168)
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe				(2,250)		(3,250)		(9,950)
Repayments of other long-term debt				(186,816)		(212,323)		(495,601)
Principal portion of relinquishment liability payments				(24,400)		(46,574)		(45,350)
Distributions to Mohegan Tribe				(50,000)		(50,000)		(50,000)
Payments of financing fees				(2,360)		(12,395)		(11,957)
Payments on capital lease obligations				(927)		(2,168)		(3,385)
Inter-company transactions				0		0		0
Net cash flows provided by (used in) financing activities				(125,978)		(65,077)		(120,243)
Net increase (decrease) in cash and cash equivalents				16,646		(14,516)		(50,460)
Cash and cash equivalents at beginning of year				49,108		63,624		114,084
Cash and cash equivalents at end of year				65,754		49,108		63,624
Credit Facility | Prior Bank Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				0		0		3,000
Line of Credit repayments				0		0		(3,000)
Credit Facility | Prior Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Line of Credit repayments				0		(393,000)		(4,000)
Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Line of Credit repayments				0		(222,103)		0
Credit Facility | Senior Secured Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				442,000		310,000		0
Line of Credit repayments				(458,000)		(273,000)		0
Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				0		124,343		0
Line of Credit repayments				(7,756)		(3,125)		0
Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Line of Credit borrowings		$ 90,000		87,911		720,952		0
Line of Credit repayments				(5,339)		(5,475)		0
Credit Facility | Bank of America, N.A. Line of Credit
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				446,935		356,796		24,897
Line of Credit repayments				(449,976)		(353,755)		(24,897)
Senior Unsecured Notes
Cash flows provided by (used in) financing activities:
Proceeds from issuance of Senior Unsecured Notes				85,000		0		500,000
Authority
Cash flows provided by (used in) operating activities:
Net income (loss)				94,394		(24,178)		50,326
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization				63,071		65,406		67,097
Relinquishment liability reassessment				(243)		(1,905)		(249)
Accretion of discount to the relinquishment liability				227		2,205		4,974
Cash paid for accretion of discount to the relinquishment liability				(778)		(2,897)		(5,792)
Loss on early extinguishment of debt				2,269		58,245		4,531
Proceeds from bond premiums				2,125
Payments of tender offer costs and discounts				(2,894)		(48,155)		(3,104)
Amortization of debt issuance costs and accretion of bond premiums and discounts				7,453		7,719		11,968
Amortization of net deferred gain on settlement of derivative instruments								(76)
Provision for losses on receivables				1,350		2,368		951
Impairment of Project Horizon				2,502		4,981
(Gain) loss on disposition of assets				1,007		(12)		222
(Gain) loss from unconsolidated affiliates				31		(178)		(11)
Inter-company transactions				(35,724)		(9,896)		(30,508)
Changes in operating assets and liabilities:
(Increase) decrease in receivables				(2,699)		(6,622)		495
(Increase) decrease in inventories				(1,062)		(411)		326
(Increase) decrease in other assets				(2,756)		3,236		8,255
Increase (decrease) in trade payables				(6,394)		9,858		(2,367)
Decrease in accrued interest				(264)		(12,891)		(23,183)
Increase (decrease) in other liabilities				14,527		(4,587)		(21,440)
Net cash flows provided by operating activities				136,142		42,286		62,415
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables				(17,221)		(18,629)		(24,774)
Issuance of third-party loans and advances				0		0		0
Payments received on third-party loans				157		644		139
(Increase) decrease in restricted cash, net				(32)		53		0
Proceeds from asset sales				1,602		104		208
Investments in the New England Black Wolves				0
Investments in unconsolidated affiliates						0		0
Inter-company transactions				6,687		27,195		24,289
Net cash flows used in investing activities				(8,807)		9,367		(138)
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe						0
Repayments of other long-term debt				(182,269)		(212,270)		(495,561)
Principal portion of relinquishment liability payments				(24,400)		(46,574)		(45,350)
Distributions to Mohegan Tribe				(50,000)		(50,000)		(50,000)
Payments of financing fees				(2,360)		(12,395)		(11,757)
Payments on capital lease obligations				(927)		(2,168)		(3,385)
Inter-company transactions				0		0		0
Net cash flows provided by (used in) financing activities				(119,181)		(61,774)		(110,053)
Net increase (decrease) in cash and cash equivalents				8,154		(10,121)		(47,776)
Cash and cash equivalents at beginning of year				33,939		44,060		91,836
Cash and cash equivalents at end of year				42,093		33,939		44,060
Authority | Credit Facility | Prior Bank Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings								3,000
Line of Credit repayments								(3,000)
Authority | Credit Facility | Prior Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Line of Credit repayments						(393,000)		(4,000)
Authority | Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Line of Credit repayments						(222,103)
Authority | Credit Facility | Senior Secured Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				442,000		310,000
Line of Credit repayments				(458,000)		(273,000)
Authority | Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Line of Credit borrowings						124,343
Line of Credit repayments				(7,756)		(3,125)
Authority | Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				87,911		720,952
Line of Credit repayments				(5,339)		(5,475)
Authority | Credit Facility | Bank of America, N.A. Line of Credit
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				446,935		356,796		24,897
Line of Credit repayments				(449,976)		(353,755)		(24,897)
Authority | Senior Unsecured Notes
Cash flows provided by (used in) financing activities:
Proceeds from issuance of Senior Unsecured Notes				85,000				500,000
Total Guarantor Subsidiaries
Cash flows provided by (used in) operating activities:
Net income (loss)	[1]			2,346		(27,577)		(6,704)
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization	[1]			13,371		13,814		13,220
Relinquishment liability reassessment	[1]			0		0		0
Accretion of discount to the relinquishment liability	[1]			0		0		0
Cash paid for accretion of discount to the relinquishment liability	[1]			0		0		0
Loss on early extinguishment of debt	[1]			0		0		0
Proceeds from bond premiums	[1]			0
Payments of tender offer costs and discounts	[1]			0		0		0
Amortization of debt issuance costs and accretion of bond premiums and discounts	[1]			0		0		0
Amortization of net deferred gain on settlement of derivative instruments	[1]							0
Provision for losses on receivables	[1]			299		390		103
Impairment of Project Horizon	[1]			0		0
(Gain) loss on disposition of assets	[1]			11		3		19
(Gain) loss from unconsolidated affiliates	[1]			0		0		0
Inter-company transactions	[1]			41,355		62,401		49,282
Changes in operating assets and liabilities:
(Increase) decrease in receivables	[1]			(1,247)		(310)		(1,011)
(Increase) decrease in inventories	[1]			60		(143)		122
(Increase) decrease in other assets	[1]			(1,806)		(77)		41
Increase (decrease) in trade payables	[1]			(2,617)		3,568		265
Decrease in accrued interest	[1]			0		0		0
Increase (decrease) in other liabilities	[1]			908		(573)		(773)
Net cash flows provided by operating activities	[1]			52,680		51,496		54,564
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables	[1]			(4,651)		(4,250)		(4,481)
Issuance of third-party loans and advances	[1]			0		0		0
Payments received on third-party loans	[1]			0		0		0
(Increase) decrease in restricted cash, net	[1]			(1,746)		1,583		(423)
Proceeds from asset sales	[1]			13		30		8
Investments in the New England Black Wolves	[1]			0
Investments in unconsolidated affiliates	[1]					0		0
Inter-company transactions	[1]			(20,731)		(24,222)		(22,468)
Net cash flows used in investing activities	[1]			(27,115)		(26,859)		(27,364)
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe	[1]			0		0		0
Repayments of other long-term debt	[1]			0		0		0
Principal portion of relinquishment liability payments	[1]			0		0		0
Distributions to Mohegan Tribe	[1]			0		0		0
Payments of financing fees	[1]			0		0		0
Payments on capital lease obligations	[1]			(45)		(45)		0
Inter-company transactions	[1]			(18,120)		(28,480)		(30,302)
Net cash flows provided by (used in) financing activities	[1]			(18,165)		(28,525)		(30,302)
Net increase (decrease) in cash and cash equivalents	[1]			7,400		(3,888)		(3,102)
Cash and cash equivalents at beginning of year	[1]			14,767		18,655		21,757
Cash and cash equivalents at end of year	[1]			22,167		14,767		18,655
Total Guarantor Subsidiaries | Credit Facility | Prior Bank Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	[1]							0
Line of Credit repayments	[1]							0
Total Guarantor Subsidiaries | Credit Facility | Prior Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Line of Credit repayments	[1]					0		0
Total Guarantor Subsidiaries | Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Line of Credit repayments	[1]					0
Total Guarantor Subsidiaries | Credit Facility | Senior Secured Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	[1]			0		0
Line of Credit repayments	[1]			0		0
Total Guarantor Subsidiaries | Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	[1]					0
Line of Credit repayments	[1]			0		0
Total Guarantor Subsidiaries | Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	[1]			0		0
Line of Credit repayments	[1]			0		0
Total Guarantor Subsidiaries | Credit Facility | Bank of America, N.A. Line of Credit
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	[1]			0		0		0
Line of Credit repayments	[1]			0		0		0
Total Guarantor Subsidiaries | Senior Unsecured Notes
Cash flows provided by (used in) financing activities:
Proceeds from issuance of Senior Unsecured Notes	[1]			0				0
Total Non Guarantor Subsidiaries and Entities
Cash flows provided by (used in) operating activities:
Net income (loss)				(17,938)	[2]	(30,100)	[3]	(17,303)	[3]
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities:
Depreciation and amortization				1,138	[2]	906	[3]	0	[3]
Relinquishment liability reassessment				0	[2]	0	[3]	0	[3]
Accretion of discount to the relinquishment liability				0	[2]	0	[3]	0	[3]
Cash paid for accretion of discount to the relinquishment liability				0	[2]	0	[3]	0	[3]
Loss on early extinguishment of debt				0	[2]	0	[3]	0	[3]
Proceeds from bond premiums	[2]			0
Payments of tender offer costs and discounts				0	[2]	0	[3]	0	[3]
Amortization of debt issuance costs and accretion of bond premiums and discounts				318	[2]	318	[3]	317	[3]
Amortization of net deferred gain on settlement of derivative instruments	[3]							0
Provision for losses on receivables				4,229	[2]	3,388	[3]	2,382	[3]
Impairment of Project Horizon				0	[2]	0	[3]
(Gain) loss on disposition of assets				0	[2]	0	[3]	0	[3]
(Gain) loss from unconsolidated affiliates				941	[2]	1,004	[3]	1,564	[3]
Inter-company transactions				7,695	[2]	4,783	[3]	2,449	[3]
Changes in operating assets and liabilities:
(Increase) decrease in receivables				(2,264)	[2]	(1,783)	[3]	(132)	[3]
(Increase) decrease in inventories				0	[2]	0	[3]	0	[3]
(Increase) decrease in other assets				(7,544)	[2]	(5,888)	[3]	(5,537)	[3]
Increase (decrease) in trade payables				27	[2]	(7)	[3]	(41)	[3]
Decrease in accrued interest				(146)	[2]	(1,746)	[3]	117	[3]
Increase (decrease) in other liabilities				(5,860)	[2]	8,359	[3]	2,156	[3]
Net cash flows provided by operating activities				(19,404)	[2]	(20,766)	[3]	(14,028)	[3]
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables				(588)	[2]	(12,200)	[3]	(30,342)	[3]
Issuance of third-party loans and advances				(4,080)	[2]	(1,804)	[3]	(2,033)	[3]
Payments received on third-party loans				0	[2]	0	[3]	0	[3]
(Increase) decrease in restricted cash, net				252	[2]	12,043	[3]	33,501	[3]
Proceeds from asset sales				0	[2]	0	[3]	0	[3]
Investments in the New England Black Wolves	[2]			(500)
Investments in unconsolidated affiliates	[3]					(29)		(4,971)
Inter-company transactions				45	[2]	45	[3]	0	[3]
Net cash flows used in investing activities				(4,871)	[2]	(1,945)	[3]	(3,845)	[3]
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe				(2,250)	[2]	(3,250)	[3]	(9,950)	[3]
Repayments of other long-term debt				(4,547)	[2]	(53)	[3]	(40)	[3]
Principal portion of relinquishment liability payments				0	[2]	0	[3]	0	[3]
Distributions to Mohegan Tribe				0	[2]	0	[3]	0	[3]
Payments of financing fees				0	[2]	0	[3]	(200)	[3]
Payments on capital lease obligations				0	[2]	0	[3]	0	[3]
Inter-company transactions				32,164	[2]	25,507	[3]	28,481	[3]
Net cash flows provided by (used in) financing activities				25,367	[2]	22,204	[3]	18,291	[3]
Net increase (decrease) in cash and cash equivalents				1,092	[2]	(507)	[3]	418	[3]
Cash and cash equivalents at beginning of year	[3]			402	[2]	909		491
Cash and cash equivalents at end of year				1,494	[2]	402	[2],[3]	909	[3]
Total Non Guarantor Subsidiaries and Entities | Credit Facility | Prior Bank Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	[3]							0
Line of Credit repayments	[3]							0
Total Non Guarantor Subsidiaries and Entities | Credit Facility | Prior Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Line of Credit repayments	[3]					0		0
Total Non Guarantor Subsidiaries and Entities | Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Line of Credit repayments	[3]					0
Total Non Guarantor Subsidiaries and Entities | Credit Facility | Senior Secured Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				0	[2]	0	[3]
Line of Credit repayments				0	[2]	0	[3]
Total Non Guarantor Subsidiaries and Entities | Credit Facility | Senior Secured Credit Facility - Term Loan A
Cash flows provided by (used in) financing activities:
Line of Credit borrowings	[3]					0
Line of Credit repayments				0	[2]	0	[3]
Total Non Guarantor Subsidiaries and Entities | Credit Facility | Senior Secured Credit Facility - Term Loan B
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				0	[2]	0	[3]
Line of Credit repayments				0	[2]	0	[3]
Total Non Guarantor Subsidiaries and Entities | Credit Facility | Bank of America, N.A. Line of Credit
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				0	[2]	0	[3]	0	[3]
Line of Credit repayments				0	[2]	0	[3]	0	[3]
Total Non Guarantor Subsidiaries and Entities | Senior Unsecured Notes
Cash flows provided by (used in) financing activities:
Proceeds from issuance of Senior Unsecured Notes				0	[2]			0	[3]
Consolidating/Eliminating Adjustments
Cash flows provided by (used in) operating activities:
Net income (loss)				13,337		57,297		21,223
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		0		0
Accretion of discount to the relinquishment liability				0		0		0
Cash paid for accretion of discount to the relinquishment liability				0		0		0
Loss on early extinguishment of debt				0		0		0
Proceeds from bond premiums				0
Payments of tender offer costs and discounts				0		0		0
Amortization of debt issuance costs and accretion of bond premiums and discounts				0		0		0
Amortization of net deferred gain on settlement of derivative instruments								0
Provision for losses on receivables				0		0		0
Impairment of Project Horizon				0		0
(Gain) loss on disposition of assets				0		0		0
(Gain) loss from unconsolidated affiliates				0		0		0
Inter-company transactions				(13,326)		(57,288)		(21,223)
Changes in operating assets and liabilities:
(Increase) decrease in receivables				870		1,556		0
(Increase) decrease in inventories				0		0		0
(Increase) decrease in other assets				(46)		(802)		0
Increase (decrease) in trade payables				0		0		0
Decrease in accrued interest				0		0		0
Increase (decrease) in other liabilities				(835)		(763)		0
Net cash flows provided by operating activities				0		0		0
Cash flows provided by (used in) investing activities:
Purchases of property and equipment, including change in construction payables				0		0		0
Issuance of third-party loans and advances				0		0		0
Payments received on third-party loans				0		0		0
(Increase) decrease in restricted cash, net				0		0		0
Proceeds from asset sales				0		0		0
Investments in the New England Black Wolves				0
Investments in unconsolidated affiliates						0		0
Inter-company transactions				13,999		(3,018)		(1,821)
Net cash flows used in investing activities				13,999		(3,018)		(1,821)
Cash flows provided by (used in) financing activities:
Repayments to Mohegan Tribe				0		0		0
Repayments of other long-term debt				0		0		0
Principal portion of relinquishment liability payments				0		0		0
Distributions to Mohegan Tribe				0		0		0
Payments of financing fees				0		0		0
Payments on capital lease obligations				45		45		0
Inter-company transactions				(14,044)		2,973		1,821
Net cash flows provided by (used in) financing activities				(13,999)		3,018		1,821
Net increase (decrease) in cash and cash equivalents				0		0		0
Cash and cash equivalents at beginning of year				0		0		0
Cash and cash equivalents at end of year				0		0		0
Consolidating/Eliminating Adjustments | Credit Facility | Prior Bank Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings								0
Line of Credit repayments								0
Consolidating/Eliminating Adjustments | Credit Facility | Prior Bank Credit Facility - Term
Cash flows provided by (used in) financing activities:
Line of Credit repayments						0		0
Consolidating/Eliminating Adjustments | Credit Facility | Prior Term Loan Facility
Cash flows provided by (used in) financing activities:
Line of Credit repayments						0
Consolidating/Eliminating Adjustments | Credit Facility | Senior Secured Credit Facility - Revolving
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				0		0
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:
Line of Credit borrowings						0
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:
Line of Credit borrowings				0		0
Line of Credit repayments				0		0
Consolidating/Eliminating Adjustments | Credit Facility | Bank of America, N.A. Line of Credit
Cash flows provided by (used in) financing activities:
Line of Credit borrowings				0		0		0
Line of Credit repayments				0		$ 0		0
Consolidating/Eliminating Adjustments | Senior Unsecured Notes
Cash flows provided by (used in) financing activities:
Proceeds from issuance of Senior Unsecured Notes				$ 0				$ 0

[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.

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

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SUBSEQUENT EVENTS (Detail) - USD ($)					12 Months Ended
	Jan. 15, 2016	Nov. 25, 2015	Nov. 20, 2015	Nov. 16, 2015	Sep. 30, 2015	Nov. 18, 2015
New Downs Lodging Credit Facility | Credit Facility
Subsequent Event [Line Items]
Frequency of amortizing payments					monthly
Mohegan Gaming Advisors | 2015 Mohegan Tribe Promissory Note | Affiliates | Forecast
Subsequent Event [Line Items]
Principal payment	$ 8,500,000
Subsequent Event | Facility Agreement | Credit Facility
Subsequent Event [Line Items]
Aggregate principal amount that may be issued						$ 200,000,000
Subsequent Event | Note Purchase Agreement | Senior Unsecured Notes
Subsequent Event [Line Items]
Principal amount			$ 100,000,000
Redemption price (as a percent)			100.00%
Subsequent Event | Note Purchase Agreement | Senior Unsecured Notes | LIBOR
Subsequent Event [Line Items]
Basis spread on variable rate (as a percent)			4.45%
Subsequent Event | Note Purchase Agreement | Senior Unsecured Notes | Repayment within one year of issuance
Subsequent Event [Line Items]
Premium on debt redemption (as a percent)			0.25%
Subsequent Event | New Downs Lodging Credit Facility | Credit Facility
Subsequent Event [Line Items]
Principal amount		$ 25,000,000
Debt covenant, maximum total debt subject to earlier maturity (as a percent)		5.00%
Amortization of principal		$ 260,000
Subsequent Event | New Downs Lodging Credit Facility | Credit Facility | LIBOR
Subsequent Event [Line Items]
Basis spread on variable rate (as a percent)		3.50%
Subsequent Event | New Downs Lodging Credit Facility | Credit Facility | Federal Funds Rate
Subsequent Event [Line Items]
Basis spread on variable rate (as a percent)		0.50%
Subsequent Event | New Downs Lodging Credit Facility | Credit Facility | Base Rate
Subsequent Event [Line Items]
Basis spread on variable rate (as a percent)		2.50%
Subsequent Event | Mohegan Gaming Advisors | 2015 Mohegan Tribe Promissory Note | Affiliates
Subsequent Event [Line Items]
Notes Payable, Related Parties, Current				$ 22,500,000
Interest rate (as a percent)				5.00%

XML

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (Detail) - Reserves for uncollectible accounts - USD ($) $ in Thousands		12 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2013
Movement in Valuation Allowances and Reserves [Roll Forward]
Balances at Beginning of Year		$ 38,636	$ 34,420	$ 30,998
Charges to Costs and Expenses		5,878	6,146	3,436
Deductions from Reserves	[1]	2,179	1,930	14
Balances at End of Year		$ 42,335	$ 38,636	$ 34,420

[1] Deductions from reserves include write-off of uncollectible accounts, net of recoveries of accounts previously written-off.