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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549





FORM 10-Q







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

For the quarterly period ended March 31, 2011

OR



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

For the transition period from
                     to

Commission file number 033-80655





MOHEGAN TRIBAL GAMING AUTHORITY

(Exact name of registrant as specified in its charter)







|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Not Applicable                                                 |  | 06-1436334                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|One Mohegan Sun Boulevard, Uncasville, CT                      |  | 06382                            
|(Address of principal executive offices)                       |  | (Zip Code)                       

(860)
862-8000

(Registrants telephone number, including area code)





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

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

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



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

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









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MOHEGAN TRIBAL GAMING AUTHORITY

INDEX TO FORM 10-Q

|            |  |                                                                                                                                        |  |            |    | 
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------- |  | ---------- | -- | 
|            |  |                                                                                                                                        |  | PageNumber |   
|PART I.     |  | FINANCIAL INFORMATION                                                                                                                  |  |            |    | 
|            |  |                                                                                                                                       
|Item 1.     |  | Financial Statements                                                                                                                   |  |            |    | 
|            |  |                                                                                                                                       
|            |  | Condensed Consolidated Balance Sheets as of March 31, 2011 and September 30, 2010
(unaudited)                                          |  |            | 3  | 
|            |  |                                                                                                                                       
|            |  | Condensed Consolidated Statements of Income for the Three Months and Six Months Ended March 31, 2011 and 2010
(unaudited)              |  |            | 4  | 
|            |  |                                                                                                                                       
|            |  | Condensed Consolidated Statements of Changes in Capital for the Three Months and Six Months Ended March 31,
 2011 and 2010 (unaudited) |  |            | 5  | 
|            |  |                                                                                                                                       
|            |  | Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 
31, 2011 and 2010 (unaudited)                          |  |            | 6  | 
|            |  |                                                                                                                                       
|            |  | Notes to the Condensed Consolidated Financial Statements (unaudited)                                                                   |  |            | 7  | 
|            |  |                                                                                                                                       
|            |  | Report of Independent Registered Public Accounting Firm                                                                                |  |            | 33 | 
|            |  |                                                                                                                                       
|Item 2.     |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                                                  |  |            | 34 | 
|            |  |                                                                                                                                       
|Item 3.     |  | Quantitative and Qualitative Disclosures About Market Risk                                                                             |  |            | 57 | 
|            |  |                                                                                                                                       
|Item 4.     |  | Controls and Procedures                                                                                                                |  |            | 58 | 
|            |  |                                                                                                                                       
|PART II.    |  | OTHER INFORMATION                                                                                                                      |  |            |    | 
|            |  |                                                                                                                                       
|Item 1.     |  | Legal Proceedings                                                                                                                      |  |            | 59 | 
|            |  |                                                                                                                                       
|Item 1A.    |  | Risk Factors                                                                                                                           |  |            | 59 | 
|            |  |                                                                                                                                       
|Item 6.     |  | Exhibits                                                                                                                               |  |            | 59 | 
|            |  |                                                                                                                                       
|Signatures. |  | Mohegan Tribal Gaming Authority                                                                                                        |  |            | 60 | 



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)



|                                                 |  |               |           |  |                   |   |           | 
|------------------------------------------------ |  | ------------- | --------- |  | ----------------- | - | --------- | 
|                                                 |  | March 31,2011 |           |  | September 30,2010 |  
|ASSETS                                           |  |               |           |  |                   |   |           | 
|Current assets:                                  |  |               |           |  |                   |   |           | 
|Cash and cash equivalents                        |  | $             | 64,718    |  |                   | $ | 63,897    | 
|Restricted cash                                  |  |               | 1,242     |  |                   |   | 1,246     | 
|Receivables, net                                 |  |               | 24,185    |  |                   |   | 24,154    | 
|Inventories                                      |  |               | 15,395    |  |                   |   | 14,519    | 
|Other current assets                             |  |               | 33,263    |  |                   |   | 26,062    | 
|                                                 |  |               |           |  |                   |   |           | 
|Total current assets                             |  |               | 138,803   |  |                   |   | 129,878   | 
|Non-current assets:                              |  |               |           |  |                   |   |           | 
|Property and equipment, net                      |  |               | 1,544,203 |  |                   |   | 1,573,153 | 
|Goodwill                                         |  |               | 39,459    |  |                   |   | 39,459    | 
|Other intangible assets, net                     |  |               | 406,543   |  |                   |   | 406,747   | 
|Other assets, net                                |  |               | 49,326    |  |                   |   | 51,386    | 
|                                                 |  |               |           |  |                   |   |           | 
|Total assets                                     |  | $             | 2,178,334 |  |                   | $ | 2,200,623 | 
|                                                 |  |               |           |  |                   |   |           | 
|LIABILITIES AND CAPITAL                          |  |               |           |  |                   |   |           | 
|Current liabilities:                             |  |               |           |  |                   |   |           | 
|Current portion of long-term debt                |  | $             | 519,441   |  |                   | $ | 25,397    | 
|Current portion of relinquishment liability      |  |               | 68,201    |  |                   |   | 69,031    | 
|Due to Mohegan Tribe                             |  |               | 10,200    |  |                   |   | 10,000    | 
|Current portion of capital leases                |  |               | 693       |  |                   |   | 681       | 
|Trade payables                                   |  |               | 19,121    |  |                   |   | 18,275    | 
|Construction payables                            |  |               | 9,017     |  |                   |   | 14,408    | 
|Accrued interest payable                         |  |               | 27,757    |  |                   |   | 26,849    | 
|Other current liabilities                        |  |               | 147,340   |  |                   |   | 140,407   | 
|                                                 |  |               |           |  |                   |   |           | 
|Total current liabilities                        |  |               | 801,770   |  |                   |   | 305,048   | 
|Non-current liabilities:                         |  |               |           |  |                   |   |           | 
|Long-term debt, net of current portion           |  |               | 1,069,209 |  |                   |   | 1,596,122 | 
|Relinquishment liability, net of current portion |  |               | 140,369   |  |                   |   | 161,692   | 
|Capital leases, net of current portion           |  |               | 4,993     |  |                   |   | 5,349     | 
|Other long-term liabilities                      |  |               | 334       |  |                   |   | 368       | 
|                                                 |  |               |           |  |                   |   |           | 
|Total liabilities                                |  |               | 2,016,675 |  |                   |   | 2,068,579 | 
|Commitments and Contingencies                    |  |               |           |  |                   |   |           | 
|Capital:                                         |  |               |           |  |                   |   |           | 
|Retained earnings                                |  |               | 158,526   |  |                   |   | 129,476   | 
|                                                 |  |               |           |  |                   |   |           | 
|Mohegan Tribal Gaming Authority capital          |  |               | 158,526   |  |                   |   | 129,476   | 
|Non-controlling interests                        |  |               | 3,133     |  |                   |   | 2,568     | 
|                                                 |  |               |           |  |                   |   |           | 
|Total capital                                    |  |               | 161,659   |  |                   |   | 132,044   | 
|                                                 |  |               |           |  |                   |   |           | 
|Total liabilities and capital                    |  | $             | 2,178,334 |  |                   | $ | 2,200,623 | 
|                                                 |  |               |           |  |                   |   |           | 

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



3



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MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands)

(unaudited)



|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|---------------------------------------------------------- |  | -------------------------------------- | ------- | - | -------------------------------------- | - | ------- | ------------------------------------ |  | - | ------------------------------------ | - |  | - | ------- | -
|                                                           |  | For theThree MonthsEndedMarch 31, 2011 |         |   | For theThree MonthsEndedMarch 31, 2010 |   |         | For theSix MonthsEndedMarch 31, 2011 |  |   | For theSix MonthsEndedMarch 31, 2010 |  
|Revenues:                                                  |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Gaming                                                     |  | $                                      | 316,444 |   |                                        | $ | 319,123 |                                      |  | $ | 624,101                              |   |  | $ | 628,962 |  
|Food and beverage                                          |  |                                        | 21,229  |   |                                        |   | 22,838  |                                      |  |   | 43,223                               |   |  |   | 46,153  |  
|Hotel                                                      |  |                                        | 8,657   |   |                                        |   | 8,964   |                                      |  |   | 17,654                               |   |  |   | 18,506  |  
|Retail, entertainment and other                            |  |                                        | 26,378  |   |                                        |   | 27,788  |                                      |  |   | 48,824                               |   |  |   | 55,226  |  
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Gross revenues                                             |  |                                        | 372,708 |   |                                        |   | 378,713 |                                      |  |   | 733,802                              |   |  |   | 748,847 |  
|LessPromotional allowances                                |  |                                        | (24,764 | ) |                                        |   | (26,418 | )                                    |  |   | (50,253                              | ) |  |   | (54,741 | )
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Net revenues                                               |  |                                        | 347,944 |   |                                        |   | 352,295 |                                      |  |   | 683,549                              |   |  |   | 694,106 |  
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Operating costs and expenses:                              |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Gaming                                                     |  |                                        | 194,993 |   |                                        |   | 197,933 |                                      |  |   | 388,324                              |   |  |   | 398,751 |  
|Food and beverage                                          |  |                                        | 10,395  |   |                                        |   | 10,785  |                                      |  |   | 20,440                               |   |  |   | 21,969  |  
|Hotel                                                      |  |                                        | 3,327   |   |                                        |   | 3,467   |                                      |  |   | 6,493                                |   |  |   | 7,077   |  
|Retail, entertainment and other                            |  |                                        | 7,953   |   |                                        |   | 10,023  |                                      |  |   | 14,166                               |   |  |   | 17,977  |  
|Advertising, general and administrative                    |  |                                        | 48,128  |   |                                        |   | 49,817  |                                      |  |   | 98,422                               |   |  |   | 100,430 |  
|Corporate                                                  |  |                                        | 3,771   |   |                                        |   | 4,048   |                                      |  |   | 8,307                                |   |  |   | 8,377   |  
|Depreciation and amortization                              |  |                                        | 22,615  |   |                                        |   | 23,549  |                                      |  |   | 45,830                               |   |  |   | 48,980  |  
|Severance                                                  |  |                                        | (266    | ) |                                        |   |        |                                      |  |   | 255                                  |   |  |   |        |  
|Pre-opening                                                |  |                                        |        |   |                                        |   | 486     |                                      |  |   |                                     |   |  |   | 528     |  
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Total operating costs and expenses                         |  |                                        | 290,916 |   |                                        |   | 300,108 |                                      |  |   | 582,237                              |   |  |   | 604,089 |  
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Income from operations                                     |  |                                        | 57,028  |   |                                        |   | 52,187  |                                      |  |   | 101,312                              |   |  |   | 90,017  |  
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Other income (expense):                                    |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Accretion of discount to the relinquishment liability      |  |                                        | (2,841  | ) |                                        |   | (3,857  | )                                    |  |   | (5,683                               | ) |  |   | (7,713  | )
|Interest income                                            |  |                                        | 618     |   |                                        |   | 620     |                                      |  |   | 1,398                                |   |  |   | 1,352   |  
|Interest expense, net of capitalized interest              |  |                                        | (29,713 | ) |                                        |   | (29,319 | )                                    |  |   | (59,459                              | ) |  |   | (57,868 | )
|Loss on early extinguishment of debt                       |  |                                        |        |   |                                        |   |        |                                      |  |   |                                     |   |  |   | (1,584  | )
|Write-off of debt issuance costs                           |  |                                        |        |   |                                        |   |        |                                      |  |   |                                     |   |  |   | (338    | )
|Other expense, net                                         |  |                                        | (349    | ) |                                        |   | (147    | )                                    |  |   | (344                                 | ) |  |   | (491    | )
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Total other expense                                        |  |                                        | (32,285 | ) |                                        |   | (32,703 | )                                    |  |   | (64,088                              | ) |  |   | (66,642 | )
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Net income                                                 |  |                                        | 24,743  |   |                                        |   | 19,484  |                                      |  |   | 37,224                               |   |  |   | 23,375  |  
|Loss attributable to non-controlling interests             |  |                                        | 465     |   |                                        |   | 543     |                                      |  |   | 914                                  |   |  |   | 1,056   |  
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  
|Net income attributable to Mohegan Tribal Gaming Authority |  | $                                      | 25,208  |   |                                        | $ | 20,027  |                                      |  | $ | 38,138                               |   |  | $ | 24,431  |  
|                                                           |  |                                        |         |   |                                        |   |         |                                      |  |   |                                      |   |  |   |         |  

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



4



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MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL

(in thousands)

(unaudited)



|                            |  |       |         |   |                                |   |         |                          |  |   |        |  
|--------------------------- |  | ----- | ------- | - | ------------------------------ | - | ------- | ------------------------ |  | - | ------ | -
|                            |  | Total |         |   | Mohegan TribalGaming Authority |   |         | Non-controllingInterests | 
|Balance, December 31, 2010  |  | $     | 141,319 |   |                                | $ | 137,899 |                          |  | $ | 3,420  |  
|Contributions from members  |  |       | 178     |   |                                |   |        |                          |  |   | 178    |  
|Net income (loss)           |  |       | 24,743  |   |                                |   | 25,208  |                          |  |   | (465   | )
|Distributions to Tribe      |  |       | (4,581  | ) |                                |   | (4,581  | )                        |  |   |       |  
|                            |  |       |         |   |                                |   |         |                          |  |   |        |  
|Balance, March 31, 2011     |  | $     | 161,659 |   |                                | $ | 158,526 |                          |  | $ | 3,133  |  
|                            |  |       |         |   |                                |   |         |                          |  |   |        |  
|Balance, September 30, 2010 |  | $     | 132,044 |   |                                | $ | 129,476 |                          |  | $ | 2,568  |  
|Contributions from members  |  |       | 1,479   |   |                                |   |        |                          |  |   | 1,479  |  
|Net income (loss)           |  |       | 37,224  |   |                                |   | 38,138  |                          |  |   | (914   | )
|Distributions to Tribe      |  |       | (9,088  | ) |                                |   | (9,088  | )                        |  |   |       |  
|                            |  |       |         |   |                                |   |         |                          |  |   |        |  
|Balance, March 31, 2011     |  | $     | 161,659 |   |                                | $ | 158,526 |                          |  | $ | 3,133  |  
|                            |  |       |         |   |                                |   |         |                          |  |   |        |  
|Balance, December 31, 2009  |  | $     | 156,538 |   |                                | $ | 152,966 |                          |  | $ | 3,572  |  
|Contributions from members  |  |       | 255     |   |                                |   |        |                          |  |   | 255    |  
|Net income (loss)           |  |       | 19,484  |   |                                |   | 20,027  |                          |  |   | (543   | )
|Distributions to Tribe      |  |       | (11,157 | ) |                                |   | (11,157 | )                        |  |   |       |  
|                            |  |       |         |   |                                |   |         |                          |  |   |        |  
|Balance, March 31, 2010     |  | $     | 165,120 |   |                                | $ | 161,836 |                          |  | $ | 3,284  |  
|                            |  |       |         |   |                                |   |         |                          |  |   |        |  
|Balance, September 30, 2009 |  | $     | 179,685 |   |                                | $ | 175,855 |                          |  | $ | 3,830  |  
|Contributions from members  |  |       | 510     |   |                                |   |        |                          |  |   | 510    |  
|Net income (loss)           |  |       | 23,375  |   |                                |   | 24,431  |                          |  |   | (1,056 | )
|Distributions to Tribe      |  |       | (38,450 | ) |                                |   | (38,450 | )                        |  |   |       |  
|                            |  |       |         |   |                                |   |         |                          |  |   |        |  
|Balance, March 31, 2010     |  | $     | 165,120 |   |                                | $ | 161,836 |                          |  | $ | 3,284  |  
|                            |  |       |         |   |                                |   |         |                          |  |   |        |  

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



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MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                                                  |  |                                      |          |   |                                      |   |          |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | -------- | - | ------------------------------------ | - | -------- | -
|                                                                                                                  |  | For theSix MonthsEndedMarch 31, 2011 |          |   | For theSix MonthsEndedMarch 31, 2010 |  
|Cash flows provided by (used in) operating activities:                                                            |  |                                      |          |   |                                      |   |          |  
|Net income                                                                                                        |  | $                                    | 37,224   |   |                                      | $ | 23,375   |  
|Adjustments to reconcile net income to net cash flows provided by operating activities:                           |  |                                      |          |   |                                      |   |          |  
|Depreciation and amortization                                                                                     |  |                                      | 45,830   |   |                                      |   | 48,980   |  
|Accretion of discount to the relinquishment liability                                                             |  |                                      | 5,683    |   |                                      |   | 7,713    |  
|Cash paid for accretion of discount to the relinquishment liability                                               |  |                                      | (6,698   | ) |                                      |   | (8,963   | )
|Amortization of debt issuance costs                                                                               |  |                                      | 3,578    |   |                                      |   | 3,628    |  
|Accretion of bond discount                                                                                        |  |                                      | 320      |   |                                      |   | 244      |  
|Amortization of net deferred gain on settlement of derivative instruments                                         |  |                                      | (234     | ) |                                      |   | (235     | )
|Provision for losses on receivables                                                                               |  |                                      | 979      |   |                                      |   | 1,648    |  
|Net loss on disposition of assets                                                                                 |  |                                      | 360      |   |                                      |   | 310      |  
|Loss on early extinguishment of debt                                                                              |  |                                      |         |   |                                      |   | 1,584    |  
|Write-off of debt issuance costs                                                                                  |  |                                      |         |   |                                      |   | 338      |  
|Changes in operating assets and liabilities:                                                                      |  |                                      |          |   |                                      |   |          |  
|Increase in receivables                                                                                           |  |                                      | (604     | ) |                                      |   | (907     | )
|Increase in inventories                                                                                           |  |                                      | (876     | ) |                                      |   | (128     | )
|Increase in other assets                                                                                          |  |                                      | (8,457   | ) |                                      |   | (2,338   | )
|Increase (decrease) in trade payables                                                                             |  |                                      | 846      |   |                                      |   | (2,005   | )
|Increase in other liabilities                                                                                     |  |                                      | 8,180    |   |                                      |   | 20,481   |  
|                                                                                                                  |  |                                      |          |   |                                      |   |          |  
|Net cash flows provided by operating activities                                                                   |  |                                      | 86,131   |   |                                      |   | 93,725   |  
|                                                                                                                  |  |                                      |          |   |                                      |   |          |  
|Cash flows provided by (used in) investing activities:                                                            |  |                                      |          |   |                                      |   |          |  
|Purchases of property and equipment, net of decrease in construction payables of $5,391 and $11,519, respectively |  |                                      | (22,533  | ) |                                      |   | (25,822  | )
|Proceeds from Commonwealth of Pennsylvanias facility improvement grant                                           |  |                                      |         |   |                                      |   | 1,000    |  
|Issuance of third-party loans and advances                                                                        |  |                                      | (317     | ) |                                      |   | (655     | )
|Payments received on third-party loans                                                                            |  |                                      | 123      |   |                                      |   | 104      |  
|Increase in restricted cash, net                                                                                  |  |                                      | (828     | ) |                                      |   | (856     | )
|Proceeds from asset sales                                                                                         |  |                                      | 99       |   |                                      |   | 3        |  
|                                                                                                                  |  |                                      |          |   |                                      |   |          |  
|Net cash flows used in investing activities                                                                       |  |                                      | (23,456  | ) |                                      |   | (26,226  | )
|                                                                                                                  |  |                                      |          |   |                                      |   |          |  
|Cash flows provided by (used in) financing activities:                                                            |  |                                      |          |   |                                      |   |          |  
|Bank Credit Facility borrowingsrevolving loan                                                                    |  |                                      | 178,000  |   |                                      |   | 184,000  |  
|Bank Credit Facility repaymentsrevolving loan                                                                    |  |                                      | (212,000 | ) |                                      |   | (218,000 | )
|Bank Credit Facility repaymentsterm loan                                                                         |  |                                      |         |   |                                      |   | (147,000 | )
|Salishan Credit Facility borrowingsrevolving loan                                                                |  |                                      | 250      |   |                                      |   | 1,000    |  
|Line of Credit borrowings                                                                                         |  |                                      | 277,694  |   |                                      |   | 226,011  |  
|Line of Credit repayments                                                                                         |  |                                      | (275,899 | ) |                                      |   | (235,515 | )
|Borrowings from the Mohegan Tribe                                                                                 |  |                                      | 200      |   |                                      |   |         |  
|Proceeds from issuance of Second Lien Senior Secured Notes, net of discount                                       |  |                                      |         |   |                                      |   | 192,468  |  
|Payments on long-term debt                                                                                        |  |                                      | (1,000   | ) |                                      |   | (1,000   | )
|Principal portion of relinquishment liability payments                                                            |  |                                      | (21,138  | ) |                                      |   | (19,548  | )
|Distributions to Tribe                                                                                            |  |                                      | (9,088   | ) |                                      |   | (38,450  | )
|Capitalized debt issuance costs                                                                                   |  |                                      | (8       | ) |                                      |   | (8,178   | )
|Payments on capital lease obligations                                                                             |  |                                      | (344     | ) |                                      |   | (499     | )
|Non-controlling interest contributions                                                                            |  |                                      | 1,479    |   |                                      |   | 510      |  
|                                                                                                                  |  |                                      |          |   |                                      |   |          |  
|Net cash flows used in financing activities                                                                       |  |                                      | (61,854  | ) |                                      |   | (64,201  | )
|                                                                                                                  |  |                                      |          |   |                                      |   |          |  
|Net increase in cash and cash equivalents                                                                         |  |                                      | 821      |   |                                      |   | 3,298    |  
|Cash and cash equivalents at beginning of period                                                                  |  |                                      | 63,897   |   |                                      |   | 64,664   |  
|                                                                                                                  |  |                                      |          |   |                                      |   |          |  
|Cash and cash equivalents at end of period                                                                        |  | $                                    | 64,718   |   |                                      | $ | 67,962   |  
|                                                                                                                  |  |                                      |          |   |                                      |   |          |  
|Supplemental disclosure:                                                                                          |  |                                      |          |   |                                      |   |          |  
|Cash paid during the period for interest                                                                          |  | $                                    | 54,886   |   |                                      | $ | 43,743   |  

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



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1ORGANIZATION:

The Mohegan Tribe of Indians of Connecticut (the Mohegan Tribe or the Tribe) established the Mohegan Tribal Gaming
Authority (the Authority) in July 1995 with the exclusive authority to conduct and regulate gaming activities for the Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere. The Tribe is a
federally-recognized Indian tribe with an approximately 507-acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut. Under the Indian Gaming Regulatory Act of 1988 (IGRA), federally-recognized Indian
tribes are permitted to conduct full-scale casino gaming operations on tribal land, subject to, among other things, the negotiation of a compact with the affected state. The Tribe and the State of Connecticut entered into a compact (the
Mohegan Compact), which was approved by the United States Secretary of the Interior. The Authority is primarily engaged in the ownership, operation and development of gaming facilities. In October 1996, the Authority opened Mohegan Sun,
a gaming and entertainment complex situated on a 185-acre site on the Tribes reservation. The Authority is governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Tribe. Any
change in the composition of the Mohegan Tribal Council results in a corresponding change in the Authoritys Management Board.

As of March 31, 2011, the following subsidiaries were wholly-owned by the Authority: Mohegan Basketball Club, LLC (MBC), Mohegan Golf, LLC (Mohegan Golf), Mohegan Commercial
Ventures-PA, LLC (MCV-PA), Mohegan Ventures-Northwest, LLC (Mohegan Ventures-NW), Mohegan Ventures Wisconsin, LLC (MVW) and MTGA Gaming, LLC (MTGA Gaming). MBC owns and operates the Connecticut Sun, a
professional basketball team in the Womens National Basketball Association (the WNBA). MBC currently owns a 3.8% membership interest in WNBA, LLC. Mohegan Golf owns and operates the Mohegan Sun Country Club at Pautipaug golf course
in Southeastern Connecticut (Mohegan Sun Country Club).

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

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

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

MTGA Gaming and the Tribe hold 49% and 51% membership interests in Mohegan Gaming & Hospitality, LLC (MG&H),
respectively. MG&H holds a 100% membership interest in Mohegan Resorts, LLC (Mohegan Resorts). Certain of the Authoritys and the Tribes diversification efforts are conducted, either directly or indirectly, through
MG&H and Mohegan Resorts. Mohegan Resorts holds a 100% membership interest in Mohegan Resorts Mass, LLC, which was formed to pursue potential gaming opportunities in the Commonwealth of Massachusetts.



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In April 2011, the Authority formed Mohegan Resorts New York, LLC and Mohegan Gaming New
York, LLC (the Mohegan New York Entities). Mohegan Resorts holds a 100% membership interest in the Mohegan New York Entities, which were formed to pursue potential gaming opportunities in the state of New York. The Mohegan New York
Entities have agreed in principle to enter into a joint venture arrangement with unrelated third-party investors and developers to manage a proposed gaming facility to be located in Thompson, New York.

NOTE 2LIQUIDITY AND FINANCIAL POSITION

The Authority has significant outstanding indebtedness and financial commitments. As of March 31, 2011, the Authoritys debt totaled $1.6 billion, of which $529.6 million was classified as
current, including $493.0 million outstanding under the Authoritys Bank Credit Facility which matures on March 9, 2012. In addition, the Authoritys $250.0 million 2002 8% Senior Subordinated Notes mature on April 1, 2012, and a
substantial amount of the Authoritys other outstanding indebtedness matures over the following three fiscal years. Please refer to Note 4 Long-term Debt for further details regarding the Authoritys debt maturities. The
Authority estimates, but can provide no assurance, that cash flows from operations, combined with existing cash balances and available borrowings under the Bank Credit Facility, including any extensions or replacements thereof, will be sufficient to
fund its cash requirements for scheduled interest payments on its outstanding indebtedness, relinquishment payments, planned capital expenditures, distributions to the Tribe and projected working capital needs over the next twelve months. However,
the Authority does not anticipate that these funding sources will be sufficient to repay amounts outstanding under the Bank Credit Facility or the $250.0 million 2002 8% Senior Subordinated Notes at maturity. Accordingly, the Authority intends to
refinance such outstanding indebtedness or otherwise access the debt capital markets to replace such outstanding indebtedness prior to their maturity in order to maintain sufficient resources for its operations. In this regard, the Authority has
engaged Blackstone Advisory Partners, L.P. and Credit Suisse Securities (USA) LLC to assist in its strategic planning relating to its debt maturities and evaluation and implementation of refinancing alternatives. The Authority can provide no
assurance that it will be able to refinance or replace its Bank Credit Facility or that financing options available to it, if any, will be on favorable or acceptable terms. If the Authority is unable to refinance or replace the Bank Credit Facility,
it would be in default thereof, which may result in cross-defaults under its other outstanding indebtedness. If such defaults or cross-defaults were to occur, it would allow the Authoritys lenders and creditors to exercise their rights and
remedies as defined under their respective agreements, including their right to accelerate the repayment of outstanding indebtedness. As discussed herein, the Authority does not have sufficient funds to repay its outstanding indebtedness and its
ability to otherwise refinance or replace its outstanding indebtedness is limited. If such acceleration were to occur, the Authority can provide no assurance that it would be able to obtain the financing necessary for such repayment, which would
have a material adverse effect on the Authoritys financial position, results of operations and cash flows.

The
Authority continues to monitor revenues, expenditures and borrowings under its Bank Credit Facility to ensure continued compliance with its financial covenant requirements. While the Authority anticipates that it will remain in compliance with all
covenant requirements under the Bank Credit Facility, it may need to increase revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain compliance with its financial
covenant requirements. If the Authority is unable to satisfy its financial covenant requirements, it would need to obtain waivers or amendments under the Bank Credit Facility; however, the Authority can provide no assurance that it would be able to
obtain such waivers or amendments. If the Authority is unable to obtain such waivers or amendments, it would be in default under the Bank Credit Facility, which may result in cross-defaults under its other outstanding indebtedness as discussed
above.

As of March 31, 2011, the Authoritys fixed charge coverage ratio, as defined under its senior and senior
subordinated note indentures, was below 2.0 to 1.0. While the Authoritys fixed charge coverage ratio remains below 2.0 to 1.0, it is unable to refinance its outstanding subordinated indebtedness with senior indebtedness without waivers or
consents from certain of its creditors, thus limiting the options available to the Authority to



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refinance or replace its outstanding indebtedness. The Authority can provide no assurance that it will be able to obtain such waivers or consents or that it will be able to refinance or replace
its outstanding indebtedness or that financing options available to it, if any, will be on favorable or acceptable terms.

NOTE
3BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with Rule 10-01, the accompanying
unaudited condensed consolidated financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete consolidated financial statements. The
accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In managements
opinion, all adjustments, including normal recurring accruals and adjustments, necessary for a fair statement of the Authoritys operating results for the interim period, have been included. The Authoritys operating results for the three
months and six months ended March 31, 2011 are not necessarily indicative of results for the fiscal year ending September 30, 2011.

The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Authoritys Annual Report on
Form 10-K for the fiscal year ended September 30, 2010. In addition, certain amounts in the accompanying 2010 condensed consolidated financial statements have been reclassified to conform to 2011 presentation.

Principles of Consolidation

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

Fair Value of Financial Instruments

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

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



| |  |  | Level 1Quoted prices for identical assets or liabilities in active markets;
| | - |  | ----------------------------------------------------------------------------



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



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

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



9



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



|                                             |  |                |         |  |            |   |         | 
|-------------------------------------------- |  | -------------- | ------- |  | ---------- | - | ------- | 
|                                             |  | March 31, 2011 |        
|                                             |  | Carrying Value |         |  | Fair Value |  
|Bank Credit Facility                         |  | $              | 493,000 |  |            | $ | 475,745 | 
|2009
111/2% Second Lien Senior Secured
Notes |  | $              | 193,335 |  |            | $ | 202,626 | 
|2005
61/8% Senior Unsecured Notes            |  | $              | 250,000 |  |            | $ | 226,408 | 
|2001
83/8% Senior Subordinated
Notes         |  | $              | 2,010   |  |            | $ | 1,823   | 
|2002 8% Senior Subordinated Notes            |  | $              | 250,000 |  |            | $ | 226,720 | 
|2004
71/8% Senior Subordinated
Notes         |  | $              | 225,000 |  |            | $ | 171,704 | 
|2005
67/8% Senior Subordinated
Notes         |  | $              | 150,000 |  |            | $ | 110,345 | 

The estimated fair
values of the Authoritys financing facilities and notes were based on quoted market prices or prices of similar instruments on or about March 31, 2011.

Severance

In September 2010, the Authority implemented cost
containment initiatives in an effort to better align operating costs with market and business conditions, including a workforce reduction in Uncasville, Connecticut. The costs associated with related post-employment severance benefits were expensed
at the time the termination was communicated to the employees. Severance for the three months and six months ended March 31, 2011 resulted from adjustments to the initial estimates utilized under the workforce reduction plan. Cash payments
commenced in September 2010 and are anticipated to be completed in March 2012. The Authority does not anticipate incurring any additional severance charges in connection with this workforce reduction, other than charges that may arise from
adjustments to the initial estimates utilized under the plan. The following table presents a reconciliation of the related severance liability by business segment (in thousands):



|                            |  |             |        |   |           |   |     |       |  |   |        |  
|--------------------------- |  | ----------- | ------ | - | --------- | - | --- | ----- |  | - | ------ | -
|                            |  | Mohegan Sun |        |   | Corporate |   |     | Total | 
|Balance, December 31, 2010  |  | $           | 5,024  |   |           | $ | 27  |       |  | $ | 5,051  |  
|Adjustments                 |  |             | (267   | ) |           |   | 1   |       |  |   | (266   | )
|Cash payments               |  |             | (3,139 | ) |           |   | (19 | )     |  |   | (3,158 | )
|                            |  |             |        |   |           |   |     |       |  |   |        |  
|Balance, March 31, 2011     |  | $           | 1,618  |   |           | $ | 9   |       |  | $ | 1,627  |  
|                            |  |             |        |   |           |   |     |       |  |   |        |  
|Balance, September 30, 2010 |  | $           | 9,801  |   |           | $ | 35  |       |  | $ | 9,836  |  
|Adjustments                 |  |             | 253    |   |           |   | 2   |       |  |   | 255    |  
|Cash payments               |  |             | (8,436 | ) |           |   | (28 | )     |  |   | (8,464 | )
|                            |  |             |        |   |           |   |     |       |  |   |        |  
|Balance, March 31, 2011     |  | $           | 1,618  |   |           | $ | 9   |       |  | $ | 1,627  |  
|                            |  |             |        |   |           |   |     |       |  |   |        |  

Long-Term Receivables

Long-term receivables consist primarily of receivables from affiliates and tenants.

Receivables from affiliates, which are included in other assets, net, in the accompanying condensed consolidated balance sheets, consist primarily 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. The Salishan-Mohegan receivables are payable upon: (1) the receipt of necessary financing for the
development of the proposed casino, and (2) the related property being taken into trust by the United States Department of the Interior. 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 on a quarterly basis. Future developments in the



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receipt of financing, the relevant land being taken into trust or other matters affecting the Cowlitz Project could affect the collectability of the Salishan-Mohegan receivables. In fiscal 2008,
the WTG receivables were fully reserved, and, in fiscal 2010, WTG ceased advancing development expenses on behalf of the Menominee Tribe for the Menominee Project. A portion of the WTG receivables is payable upon the receipt of necessary financing
for the development of the proposed casino, subject to certain conditions.

Receivables from tenants, which are primarily
included in other assets, net, in the accompanying condensed consolidated balance sheets, consist primarily of funds loaned to various tenants at Mohegan Sun and Mohegan Sun at Pocono Downs. Loan terms range between three and ten years. The
Authority maintains a reserve for doubtful collection of receivables from tenants, which is based on the Authoritys estimate of the amount expected to be uncollectible considering historical experience, creditworthiness of the related tenant
and all other available information.

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



|                                                |  |                       |        |  |         |   |       |       |  |   |        |  
|----------------------------------------------- |  | --------------------- | ------ |  | ------- | - | ----- | ----- |  | - | ------ | -
|                                                |  | Long-Term Receivables |       
|                                                |  | Affiliates (1)        |        |  | Tenants |   |       | Total | 
|Balance, December 31, 2010                      |  | $                     | 44,106 |  |         | $ | 1,474 |       |  | $ | 45,580 |  
|Additions:                                      |  |                       |        |  |         |   |       |       |  |   |        |  
|Issuance of affiliate advances and tenant loans |  |                       | 797    |  |         |   |      |       |  |   | 797    |  
|Deductions:                                     |  |                       |        |  |         |   |       |       |  |   |        |  
|Payments received                               |  |                       |       |  |         |   | (62   | )     |  |   | (62    | )
|                                                |  |                       |        |  |         |   |       |       |  |   |        |  
|Balance, March 31, 2011                         |  | $                     | 44,903 |  |         | $ | 1,412 |       |  | $ | 46,315 |  
|                                                |  |                       |        |  |         |   |       |       |  |   |        |  
|Balance, September 30, 2010                     |  | $                     | 43,205 |  |         | $ | 2,468 |       |  | $ | 45,673 |  
|Additions:                                      |  |                       |        |  |         |   |       |       |  |   |        |  
|Issuance of affiliate advances and tenant loans |  |                       | 1,698  |  |         |   |      |       |  |   | 1,698  |  
|Deductions:                                     |  |                       |        |  |         |   |       |       |  |   |        |  
|Payments received                               |  |                       |       |  |         |   | (123  | )     |  |   | (123   | )
|Other                                           |  |                       |       |  |         |   | (933  | )     |  |   | (933   | )
|                                                |  |                       |        |  |         |   |       |       |  |   |        |  
|Balance, March 31, 2011                         |  | $                     | 44,903 |  |         | $ | 1,412 |       |  | $ | 46,315 |  
|                                                |  |                       |        |  |         |   |       |       |  |   |        |  



|(1) | Includes interest receivable of $17.2 million, $16.5 million and $15.8 million as of March 31, 2011, December 31, 2010 and September 30, 2010,
respectively. The WTG receivables no longer accrue interest pursuant to a release and reimbursement agreement entered into in September 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                            |  |                                                          |        |  |         |   |     |       |  |   |        |  
|--------------------------- |  | -------------------------------------------------------- | ------ |  | ------- | - | --- | ----- |  | - | ------ | -
|                            |  | Reserves for Doubtful Collection ofLong-Term Receivables |       
|                            |  | Affiliates                                               |        |  | Tenants |   |     | Total | 
|Balance, December 31, 2010  |  | $                                                        | 19,481 |  |         | $ | 95  |       |  | $ | 19,576 |  
|Additions:                  |  |                                                          |        |  |         |   |     |       |  |   |        |  
|Charges to bad debt expense |  |                                                          | 235    |  |         |   |    |       |  |   | 235    |  
|Deductions:                 |  |                                                          |        |  |         |   |     |       |  |   |        |  
|Adjustments                 |  |                                                          |       |  |         |   | (10 | )     |  |   | (10    | )
|                            |  |                                                          |        |  |         |   |     |       |  |   |        |  
|Balance, March 31, 2011     |  | $                                                        | 19,716 |  |         | $ | 85  |       |  | $ | 19,801 |  
|                            |  |                                                          |        |  |         |   |     |       |  |   |        |  
|Balance, September 30, 2010 |  | $                                                        | 19,215 |  |         | $ | 149 |       |  | $ | 19,364 |  
|Additions:                  |  |                                                          |        |  |         |   |     |       |  |   |        |  
|Charges to bad debt expense |  |                                                          | 501    |  |         |   |    |       |  |   | 501    |  
|Deductions:                 |  |                                                          |        |  |         |   |     |       |  |   |        |  
|Adjustments                 |  |                                                          |       |  |         |   | (64 | )     |  |   | (64    | )
|                            |  |                                                          |        |  |         |   |     |       |  |   |        |  
|Balance, March 31, 2011     |  | $                                                        | 19,716 |  |         | $ | 85  |       |  | $ | 19,801 |  
|                            |  |                                                          |        |  |         |   |     |       |  |   |        |  



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New Accounting Standards

In July 2010, the FASB issued guidance pertaining to disclosures about the credit quality of financing receivables and allowance for
credit losses. The new guidance is effective for interim and annual periods ending on or after December 15, 2010. The Authority adopted this guidance in its first quarter of fiscal 2011, and its adoption did not impact the Authoritys
financial position, results of operations or cash flows.

In June 2009, the FASB issued guidance pertaining to the elimination
of the concept of a qualifying special purpose entity. The new guidance also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an
approach focused on identifying the enterprise that has the power to direct the activities of the variable interest entity and the obligation to absorb losses or the right to receive benefits of the variable interest entity. Additionally, the new
guidance provides more timely and useful information about an enterprises involvement with a variable interest entity. The new guidance is effective for annual periods beginning on or after November 15, 2009. The Authority adopted this
guidance in its first quarter of fiscal 2011, and its adoption did not impact the Authoritys financial position, results of operations or cash flows.

In April 2010, the FASB issued guidance pertaining to accruals for casino jackpot liabilities. The new guidance clarifies that an entity should not accrue jackpot liabilities (or portions thereof) before
a jackpot is won if the entity can avoid paying such jackpot. The new guidance specifies that jackpots should be accrued and charged to revenue when the entity has the obligation to pay such jackpot and applies to both base and progressive jackpots
and requires a cumulative-effect adjustment to opening retained earnings in the period of adoption. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2010. The
Authority does not expect this adoption to materially impact its financial position, results of operations or cash flows.

In
January 2010, the FASB issued amended guidance pertaining to fair value measurements and disclosures. The amended guidance requires additional disclosures about significant unobservable inputs and transfers within Level 1 and 2 measurements. This
guidance is effective for interim and annual periods beginning on or after December 15, 2009. The Authority adopted this guidance in its first quarter of fiscal 2010, and its adoption did not impact the Authoritys financial position,
results of operations or cash flows. The amended guidance also requires enhanced disclosure of activities within Level 3 fair value measurements. Those disclosures are effective for annual periods, and interim periods within those annual
periods, beginning after December 15, 2010. The Authority does not expect this adoption to impact its financial position, results of operations or cash flows.



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NOTE 4LONG-TERM DEBT:

Long-term debt consisted of the following (in thousands):



|                                                                                                                    |  |               |           |   |                   |   |           |  
|------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | ----------------- | - | --------- | -
|                                                                                                                    |  | March 31,2011 |           |   | September 30,2010 |  
|Bank Credit Facility, due March 2012                                                                                |  | $             | 493,000   |   |                   | $ | 527,000   |  
|2009
111/2% Second Lien Senior Secured Notes, due
November 2017, net of discount of $6,665 and $6,986, respectively |  |               | 193,335   |   |                   |   | 193,014   |  
|2005
61/8% Senior Unsecured Notes, due February
2013                                                                |  |               | 250,000   |   |                   |   | 250,000   |  
|2001
83/8% Senior Subordinated Notes, due July
2011                                                                 |  |               | 2,010     |   |                   |   | 2,010     |  
|2002 8% Senior Subordinated Notes, due April 2012                                                                   |  |               | 250,000   |   |                   |   | 250,000   |  
|2004
71/8% Senior Subordinated Notes, due August
2014                                                               |  |               | 225,000   |   |                   |   | 225,000   |  
|2005
67/8% Senior Subordinated Notes, due February
2015                                                             |  |               | 150,000   |   |                   |   | 150,000   |  
|Line of Credit, due June 2011                                                                                       |  |               | 9,181     |   |                   |   | 7,387     |  
|Salishan Credit Facility, due July 2011                                                                             |  |               | 15,250    |   |                   |   | 15,000    |  
|Mohegan Tribe Promissory Note, due July 2011                                                                        |  |               | 10,000    |   |                   |   | 10,000    |  
|Mohegan Tribe Credit Facility, due July 2011                                                                        |  |               | 200       |   |                   |   |          |  
|WNBA Promissory Note                                                                                                |  |               |          |   |                   |   | 1,000     |  
|                                                                                                                    |  |               |           |   |                   |   |           |  
|Subtotal                                                                                                            |  |               | 1,597,976 |   |                   |   | 1,630,411 |  
|Plus: net deferred gain on derivative instruments sold                                                              |  |               | 874       |   |                   |   | 1,108     |  
|                                                                                                                    |  |               |           |   |                   |   |           |  
|Long-term debt, excluding capital leases                                                                            |  |               | 1,598,850 |   |                   |   | 1,631,519 |  
|Less: current portion of long-term debt                                                                             |  |               | (529,641  | ) |                   |   | (35,397   | )
|                                                                                                                    |  |               |           |   |                   |   |           |  
|Long-term debt, net of current portion                                                                              |  | $             | 1,069,209 |   |                   | $ | 1,596,122 |  
|                                                                                                                    |  |               |           |   |                   |   |           |  

Bank Credit Facility

In October 2009, the Authority entered into an amendment to the terms of its Bank Credit Facility. The Bank Credit Facility provides for a revolving loan and letter of credit borrowing capacity of up to
$675.0 million from a syndicate of financial institutions and commercial banks, with Bank of America, N.A., serving as Administrative Agent. The Bank Credit Facility has no mandatory amortization provision and is payable in full on the maturity
date, March 9, 2012. As of March 31, 2011, $493.0 million was drawn on the Bank Credit Facility. As of March 31, 2011, letters of credit issued under the Bank Credit Facility totaled $3.2 million, of which no amount was drawn.
Inclusive of letters of credit, which reduce borrowing availability under the Bank Credit Facility, and after taking into account restrictive financial covenant requirements under the Bank Credit Facility and the Authoritys Line of Credit and
note indentures, the Authority had approximately $47.0 million of borrowing capacity under the Bank Credit Facility as of March 31, 2011.

Under the Bank Credit Facility, at the Authoritys option, each advance of loan proceeds accrues interest on the basis of a Base Rate or on the basis of a one-month, two-month, three-month, six-month
or twelve-month Eurodollar Rate, plus in either case, an Applicable Rate based on the Authoritys total leverage ratio, as each term is defined under the Bank Credit Facility. The Authority also pays commitment fees for the unused portion of
borrowing capacity under the Bank Credit Facility on a quarterly basis equal to the product obtained by multiplying the Applicable Rate for commitment fees by the average daily unused borrowing capacity for that calendar quarter. The Applicable Rate
for Base Rate loans is between 1.25% and 2.75%. The Applicable Rate for Eurodollar Rate loans is between 2.50% and 4.00%. The Applicable Rate for commitment fees is between 0.20% and 0.50%. The Base Rate is the higher of Bank of Americas
announced Prime Rate, the Eurodollar Rate for one-month contracts plus 1.25% or the Federal Funds Rate plus 0.50%. Interest on Base Rate loans is payable quarterly in arrears. Interest on Eurodollar Rate loans is payable at the end of each
applicable interest period or quarterly in arrears, if earlier. As of March 31, 2011, the Authority had $5.0 million in Base Rate loans and $488.0 million in Eurodollar Rate loans outstanding. The Base Rate loans outstanding at March 31,
2011 were



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based on Bank of Americas Prime Rate of 3.25% plus an Applicable Rate of 2.75%. The Eurodollar Rate loans outstanding at March 31, 2011 were based on a one-month Eurodollar Rate of
0.25% plus an Applicable Rate of 4.0%. The Applicable Rate for commitment fees was 0.50% as of March 31, 2011. As of March 31, 2011 and September 30, 2010, accrued interest, including commitment fees, on the Bank Credit Facility was
$977,000 and $780,000, respectively.

The Bank Credit Facility is collateralized by a first priority lien on substantially all
of the Authoritys assets, including the assets that comprise Mohegan Sun at Pocono Downs and a leasehold mortgage on the land and improvements that comprise Mohegan Sun. The Authority also is required to pledge additional assets as collateral
for the Bank Credit Facility as it or its existing and future guarantor subsidiaries acquire them. The Authoritys obligations under the Bank Credit Facility are fully and unconditionally guaranteed, jointly and severally, by MBC, Mohegan
Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, WTG and MTGA Gaming. The Bank Credit Facility includes non-financial covenant requirements of the types customarily found in loan agreements for similar transactions. The Bank Credit
Facility also subjects the Authority to a number of restrictive financial covenant requirements. These financial covenant requirements relate to, among other things, a minimum fixed charge coverage ratio, maximum total leverage and senior leverage
ratios and maximum capital expenditures.

The Authority continues to monitor revenues, expenditures and borrowings under its
Bank Credit Facility to ensure continued compliance with its financial covenant requirements. While the Authority anticipates that it will remain in compliance with all covenant requirements under the Bank Credit Facility, it may need to increase
revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain compliance with its financial covenant requirements. If the Authority is unable to satisfy its financial covenant
requirements, it would need to obtain waivers or amendments under the Bank Credit Facility; however, the Authority can provide no assurance that it would be able to obtain such waivers or amendments. If the Authority is unable to obtain such waivers
or amendments, it would be in default under the Bank Credit Facility, which may result in cross-defaults under its other outstanding indebtedness. If such defaults or cross-defaults were to occur, it would allow the Authoritys lenders and
creditors to exercise their rights and remedies as defined under their respective agreements, including their right to accelerate the repayment of outstanding indebtedness. The Authority does not have sufficient funds to repay its outstanding
indebtedness and its ability to otherwise refinance or replace its outstanding indebtedness is limited. As a result, if such acceleration were to occur, the Authority can provide no assurance that it would be able to obtain the financing necessary
for such repayment.

As of March 31, 2011, the Authority and the Tribe were in compliance with all respective covenant
requirements under the Bank Credit Facility.

Senior Notes

2009 111/2% Second Lien Senior Secured Notes

In October 2009, the Authority issued $200.0 million Second Lien Senior Secured Notes with fixed interest payable at a rate of 11.50% per annum (the 2009 Second Lien Senior Secured
Notes). The 2009 Second Lien Senior Secured Notes were issued at a price of 96.234% of par, to yield an effective interest rate of 12.25% per annum.The net proceeds from this financing were used to repay a then-existing term loan
and revolving loans under the Bank Credit Facility, as well as to pay related transaction costs and expenses associated with the issuance. The 2009 Second Lien Senior Secured Notes mature on November 1, 2017. The first call date for the 2009
Second Lien Senior Secured Notes is November 1, 2013. Interest on the 2009 Second Lien Senior Secured Notes is payable semi-annually on May 1stand November 1st. The 2009 Second Lien Senior Secured Notes are collateralized by a second priority lien on substantially all of the
Authoritys and its existing and future guarantor subsidiaries properties and assets, and are effectively subordinated to all of the Authoritys and its existing and future guarantor subsidiaries first priority lien secured
indebtedness, including borrowings under the Bank



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Credit Facility, to the extent of the value of the collateral securing such indebtedness. The 2009 Second Lien Senior Secured Notes rank equally in right of payment with all of the
Authoritys and its existing and future guarantor subsidiaries senior indebtedness and Senior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing, but, to the extent of the value of the
collateral securing such indebtedness, rank effectively senior to all of the Authoritys and its existing and future guarantor subsidiaries unsecured senior indebtedness, including the 2005 61/8% Senior Unsecured Notes and Senior and Junior Relinquishment
Payment obligations under the Relinquishment Agreement that are then due and owing. The 2009 Second Lien Senior Secured Notes rank senior to all of the Authoritys and its existing and future guarantor subsidiaries subordinated
indebtedness, including the 2001 83/8% Senior
Subordinated Notes, 2002 8% Senior Subordinated Notes, 2004 71/8% Senior Subordinated Notes and 2005 67/8% Senior Subordinated Notes. As of March 31, 2011 and September 30, 2010, accrued interest on the 2009 Second Lien Senior Secured Notes was $9.6 million.

The 2009 Second Lien Senior Secured Notes are fully and unconditionally guaranteed, jointly and severally, on a second priority lien
senior secured basis, by MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, WTG and MTGA Gaming. Refer to Note 9 for condensed consolidating financial information of the Authority and its guarantor subsidiaries and
non-guarantor entities.

The 2009 Second Lien Senior Secured 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.

2005 61/8% Senior Unsecured Notes

In February 2005, the Authority issued $250.0 million Senior Unsecured Notes with fixed interest payable at a rate of 6.125% per annum (the 2005 Senior Unsecured Notes). The 2005
Senior Unsecured Notes mature on February 15, 2013. The first call date for the 2005 Senior Unsecured Notes was February 15, 2009. Interest on the 2005 Senior Unsecured Notes is payable semi-annually on February 15thand August 15th. The 2005 Senior Unsecured Notes are uncollateralized general
obligations of the Authority, and are effectively subordinated to all of the Authoritys and its existing and future guarantor subsidiaries senior secured indebtedness, including borrowings under the Bank Credit Facility and 2009 Second
Lien Senior Secured Notes, to the extent of the value of the collateral securing such debt. The 2005 Senior Unsecured Notes rank equally in right of payment with the 2009 Second Lien Senior Secured Notes and Senior Relinquishment Payment obligations
under the Relinquishment Agreement that are then due and owing. The 2005 Senior Unsecured Notes rank senior to Junior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing and all of the Authoritys
and its existing and future guarantor subsidiaries subordinated indebtedness, including the 2001
83/8% Senior Subordinated Notes, 2002 8% Senior
Subordinated Notes, 2004 71/8% Senior Subordinated
Notes and 2005 67/8% Senior Subordinated Notes. As
of March 31, 2011 and September 30, 2010, accrued interest on the 2005 Senior Unsecured Notes was $1.9 million.

The 2005 Senior Unsecured Notes are fully and unconditionally guaranteed, jointly and severally, by MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, WTG and MTGA Gaming.
Refer to Note 9 for condensed consolidating financial information of the Authority and its guarantor subsidiaries and non-guarantor entities.

Senior Subordinated Notes

2001 83/8% Senior Subordinated Notes

In July 2001, the Authority issued $150.0 million Senior Subordinated Notes with fixed interest payable at a rate of
8.375% per annum (the 2001 Senior Subordinated Notes). The 2001 Senior Subordinated Notes mature on July 1, 2011. The first call date for the 2001 Senior Subordinated Notes was July 1, 2006. Interest on the 2001
Senior Subordinated Notes is payable semi-annually on January 1stand July 1st.



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In August 2004, the Authority completed a cash tender offer and consent solicitation and
repurchase of $133.7 million aggregate principal amount of the 2001 Senior Subordinated Notes. In connection with this tender offer, the Authority solicited and received requisite consents, which substantially eliminated all of the covenant
requirements thereunder.

In March 2009, the Authority repurchased an additional $14.3 million aggregate principal amount of
the 2001 Senior Subordinated Notes. An aggregate principal amount of approximately $2.0 million of the 2001 Senior Subordinated Notes remains outstanding as of March 31, 2011. As of March 31, 2011 and September 30, 2010, accrued
interest on the 2001 Senior Subordinated Notes was $42,000.

The Authority or its affiliates may, from time to time, seek to
purchase or otherwise retire the outstanding 2001 Senior Subordinated Notes or other indebtedness for cash in open market purchases, privately negotiated transactions or otherwise, to reduce the amount of the Authoritys outstanding
indebtedness. Any such transaction will depend on prevailing market conditions and the Authoritys liquidity and covenant requirement restrictions, among other factors.

2002 8% Senior Subordinated Notes

In February
2002, the Authority issued $250.0 million Senior Subordinated Notes with fixed interest payable at a rate of 8.000% per annum (the 2002 Senior Subordinated Notes). The 2002 Senior Subordinated Notes mature on April 1,
2012. The first call date for the 2002 Senior Subordinated Notes was April 1, 2007. Interest on the 2002 Senior Subordinated Notes is payable semi-annually on April 1stand October 1st. As of March 31, 2011 and September 30, 2010, accrued interest on the 2002 Senior Subordinated Notes was
$10.0 million.

2004 71/8% Senior Subordinated Notes

In August 2004, the Authority issued $225.0 million Senior Subordinated Notes with fixed interest payable at a rate of
7.125% per annum (the 2004 Senior Subordinated Notes). The 2004 Senior Subordinated Notes mature on August 15, 2014. The first call date for the 2004 Senior Subordinated Notes was August 15, 2009. Interest on the
2004 Senior Subordinated Notes is payable semi-annually on February 15thand August 15th. As of March 31, 2011 and September 30, 2010, accrued interest on the 2004 Senior Subordinated Notes was $2.0 million.

2005 67/8% Senior Subordinated Notes

In February 2005, the Authority issued $150.0 million Senior Subordinated Notes with fixed interest payable at a rate of 6.875% per annum (the 2005 Senior Subordinated Notes). The
2005 Senior Subordinated Notes mature on February 15, 2015. The first call date for the 2005 Senior Subordinated Notes was February 15, 2010. Interest on the 2005 Senior Subordinated Notes is payable semi-annually on
February 15thand August 15th. As of March 31, 2011 and September 30, 2010, accrued
interest on the 2005 Senior Subordinated Notes was $1.3 million.

The Authoritys senior subordinated notes are
uncollateralized general obligations of the Authority, and are subordinated to borrowings under the Bank Credit Facility, 2009 Second Lien Senior Secured Notes, 2005 Senior Unsecured Notes and Senior Relinquishment Payment obligations under the
Relinquishment Agreement that are then due and owing. The senior subordinated notes rank equally in right of payment with each other and Junior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. The
senior subordinated notes are fully and unconditionally guaranteed, jointly and severally, by MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, WTG and MTGA Gaming, except for the 2001 Senior Subordinated Notes, which
are fully and unconditionally guaranteed solely by MBC. Refer to Note 9 for condensed consolidating financial information of the Authority and its guarantor subsidiaries and non-guarantor entities.



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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, limitations on the Authoritys ability to make restricted payments, as defined under the note indentures, and incur additional
indebtedness. Under these financial covenant requirements, the Authority is generally able to make restricted payments, including distributions to the Tribe, and incur additional indebtedness that otherwise may be restricted, provided the
Authoritys fixed charge coverage ratio is at least 2.0 to 1.0. At any time the Authoritys fixed charge coverage ratio falls below 2.0 to 1.0, its ability to make restricted payments and incur additional indebtedness is limited and
subject to other applicable exceptions under the note indentures. As of March 31, 2011, the Authoritys fixed charge coverage ratio was below 2.0 to 1.0. Accordingly, the Authoritys ability to make restricted payments, including
distributions to the Tribe, is limited. Additionally, while the Authority may continue to borrow under the Bank Credit Facility pursuant to exceptions contained in the note indentures, its ability to incur other additional indebtedness to raise
capital also is limited. Further, while the Authoritys fixed charge coverage ratio remains below 2.0 to 1.0, the Authority is unable to refinance or replace its outstanding subordinated indebtedness with senior indebtedness without waivers or
consents from certain of its creditors, thus limiting the options available to the Authority to refinance or replace its outstanding indebtedness. The Authority can provide no assurance that it will be able to obtain such waivers or consents or that
it will be able to refinance or replace its outstanding indebtedness or that financing options available to it, if any, will be on favorable or acceptable terms.

As of March 31, 2011, the Authority and the Tribe were in compliance with all respective covenant requirements under the senior and senior subordinated note indentures.

Line of Credit

As of March 31, 2011, the Authority had an $18.0 million revolving loan agreement with Bank of America, N.A. (the Line of Credit). The Line of Credit matures on June 10, 2011. Under
the Line of Credit, at the Authoritys option, each advance accrues interest on the basis of a one-month Eurodollar Rate or Prime Rate, plus in either case, an Applicable Rate based on the Authoritys total leverage ratio, as each term is
defined under the Line of Credit. Borrowings under the Line of Credit are uncollateralized obligations. As of March 31, 2011, the Authority had $9.2 million in Eurodollar Rate loans outstanding, which were based on a one-month Eurodollar Rate
of 0.26% plus an Applicable Rate of 3.5%. The Line of Credit subjects the Authority to certain covenants, including a covenant to maintain at least the Line of Credit commitment amount available for borrowing under the Bank Credit Facility. As of
March 31, 2011, the Authority was in compliance with all covenant requirements under the Line of Credit and had $8.8 million of borrowing capacity thereunder. The Authority has commenced discussions with Bank of America, N.A. to extend the
maturity date of the Line of Credit; however, it can provide no assurance of the terms of such extension or whether such extension will be granted.

Salishan-Mohegan Bank Credit Facility

As of March 31, 2011,
Salishan-Mohegan had a fully drawn $15.25 million revolving loan agreement with Bank of America, N.A. (the Salishan Credit Facility). In April 2011, Salishan-Mohegan entered into an amendment to the terms of the Salishan Credit Facility
to extend the maturity date to July 18, 2011. Under the Salishan Credit Facility, at the option of Salishan-Mohegan, each advance of loan proceeds accrues interest on the basis of a Base Rate or on the basis of a one-month, two-month,
three-month or six-month Eurodollar Rate, plus in either case, an Applicable Rate, as defined under the Salishan Credit Facility. The Applicable Rate is 2.50% for Base Rate loans and 3.50% for Eurodollar Rate loans. The Base Rate is the higher of
Bank of Americas announced Prime Rate or the Federal Funds Rate plus 0.50%. The Salishan Credit Facility has no mandatory amortization provision and is payable in full at maturity. The Salishan Credit Facility is collateralized by a lien on
substantially all of the existing and future assets of Salishan-Mohegan. The obligations of Salishan-Mohegan under the Salishan Credit Facility also are guaranteed by the Tribe. The Salishan Credit Facility



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subjects Salishan-Mohegan to certain non-financial and financial covenant requirements customarily found in loan agreements for similar transactions. As of March 31, 2011, Salishan-Mohegan
was in compliance with all respective covenant requirements under the Salishan Credit Facility. The Authority has commenced discussions with Bank of America, N.A. to extend the maturity date of the Salishan Credit Facility; however, it can provide
no assurance of the terms of such extension or whether such extension will be granted.

As of March 31, 2011,
Salishan-Mohegan had $15.25 million in Eurodollar Rate loans and no Base Rate loan outstanding. The Eurodollar Rate loans outstanding at March 31, 2011 were based on a one-month Eurodollar Rate of 0.25% plus an Applicable Rate of 3.50%. As of
March 31, 2011 and September 30, 2010, accrued interest on the Salishan Credit Facility was $22,000 and $2,000, respectively.

Mohegan Tribe Promissory Note

In September 2009, the Tribe made a
$10.0 million loan to Salishan-Mohegan (the Mohegan Tribe Promissory Note), which was used to repay revolving loans under the Salishan Credit Facility. In April 2011, Salishan-Mohegan entered into an amendment to the terms of the Mohegan
Tribe Promissory Note to extend the maturity date thereof to July 18, 2011. The Mohegan Tribe Promissory Note accrues interest at an annual rate of 15.0%. Under the terms of the Mohegan Tribe Promissory Note, as amended, accrued interest from
November 2009 through October 2010 was paid at a monthly rate of 3.0%, with the remaining 12.0% due at maturity; and from November 2010 through maturity, all accrued interest under the Mohegan Tribe Promissory Note is payable at maturity. The
Authority has commenced discussions with the Tribe to extend the maturity date of the Mohegan Tribe Promissory Note; however, it can provide no assurance of the terms of such extension or whether such extension will be granted. As of March 31,
2011 and September 30, 2010, accrued interest on the Mohegan Tribe Promissory Note was $1.9 million and $1.2 million, respectively.

Mohegan Tribe Credit Facility

On February 16, 2011, the Tribe
agreed to lend Salishan-Mohegan up to $300,000 to fund its working capital requirements pursuant to a revolving commercial promissory note (the Mohegan Tribe Credit Facility). In April 2011, Salishan-Mohegan entered into an amendment to
the terms of the Mohegan Tribe Credit Facility to increase the borrowing capacity to $1.0 million and extend the maturity date thereof to July 18, 2011. The Mohegan Tribe Credit Facility accrues interest at an annual rate of 15.0% payable at
maturity. The Authority has commenced discussions with the Tribe to extend the maturity date of the Mohegan Tribe Credit Facility; however, it can provide no assurance of the terms of such extension or whether such extension will be granted. As of
March 31, 2011, Salishan-Mohegan had $200,000 drawn on the Mohegan Tribe Credit Facility. As of March 31, 2011, accrued interest on the Mohegan Tribe Credit Facility was $3,000.

NOTE 5RELATED PARTY TRANSACTIONS:

Distributions to the Tribe totaled
$4.6 million and $11.2 million for the three months ended March 31, 2011 and 2010, respectively, and $9.1 million and $38.5 million for the six months ended March 31, 2011 and 2010, respectively.

The Tribe provides governmental and certain administrative services to the Authority in connection with the operation of Mohegan Sun. The
Authority incurred expenses for such services of $6.8 million and $7.0 million for the three months ended March 31, 2011 and 2010, respectively, and $13.7 million and $14.0 million for the six months ended March 31, 2011 and 2010,
respectively.

The Authority purchases the majority 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 of $5.8 million and $6.2 million for the three months ended March 31, 2011 and 2010, respectively, and $11.0
million and $12.6 million for the six months ended March 31, 2011 and 2010, respectively.



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In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan, which was used
to repay revolving loans under the Salishan Credit Facility. In April 2010, Salishan-Mohegan entered into an amendment to the terms of the Mohegan Tribe Promissory Note to extend the maturity date thereof to July 18, 2011. The Mohegan Tribe
Promissory Note accrues interest at an annual rate of 15.0%. Under the terms of the Mohegan Tribe Promissory Note, as amended, accrued interest from November 2009 through October 2010 was paid at a monthly rate of 3.0%, with the remaining 12.0% due
at maturity; and from November 2010 through maturity, all accrued interest under the Mohegan Tribe Promissory Note is payable at maturity. The Authority incurred interest expense associated with the Mohegan Tribe Promissory Note of $370,000 for each
of the three months ended March 31, 2011 and 2010 and $748,000 and $744,000 for the six months ended March 31, 2011 and 2010, respectively.

On February 16, 2011, the Tribe agreed to lend Salishan-Mohegan up to $300,000 to fund its working capital requirements pursuant to a revolving commercial promissory note. In April 2011,
Salishan-Mohegan entered into an amendment to the terms of the Mohegan Tribe credit facility to increase the borrowing capacity to $1.0 million and extend the maturity date thereof to July 18, 2011. The Mohegan Tribe credit facility accrues
interest at an annual rate of 15.0% payable at maturity. As of March 31, 2011, Salishan-Mohegan had $200,000 drawn on the Mohegan Tribe Credit Facility. The Authority incurred interest expense associated with the Mohegan Tribe Credit Facility
of $3,000 for the three months ended March 31, 2011.

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 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.

The Authority previously leased a building located adjacent to Mohegan Sun from the Tribe. In September 2010, The Tribe contributed the building to the Authority. The Authority expensed $12,000 and
$24,000 relating to this lease for the three months and six months ended March 31, 2010.

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 $200,000 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
$200,000 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. 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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NOTE 6COMMITMENTS AND CONTINGENCIES:

Slot Win and Free Promotional Slot Play Contributions

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

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

The Authority reflected expenses associated with the combined Slot Win Contribution and free promotional slot play contribution totaling
$45.5 million and $46.8 million for the three months ended March 31, 2011 and 2010, respectively, and $88.6 million and $92.1 million for the six months ended March 31, 2011 and 2010, respectively. As of March 31, 2011 and
September 30, 2010, the combined outstanding Slot Win Contribution and free promotional slot play contribution totaled $16.1 million and $14.8 million, respectively.

Pennsylvania Slot Machine Tax

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

The
Pennsylvania Race Horse Development and Gaming Act stipulates that holders of Category One slot machine licenses must pay a portion of revenues from slot machines to the PGCB on a daily basis (Pennsylvania Slot Machine Tax), which
includes local share assessments to be paid to the cities and municipalities hosting Mohegan Sun at Pocono Downs and amounts to be paid to the Pennsylvania Harness Horsemens Association, Inc. (the PHHA). The Pennsylvania Slot
Machine Tax is currently 55% of gross revenues from slot machines, 2% of which is subject to a $10.0 million minimum annual threshold to ensure that the host cities and municipalities receive an annual minimum of $10.0 million in local share
assessments. Downs Racing maintains a $1.5 million escrow deposit in the name of the Commonwealth of Pennsylvania for Pennsylvania Slot Machine Tax payments, which was included in other assets, net, in the accompanying condensed consolidated balance
sheets.

The Authority reflected expenses associated with the Pennsylvania Slot Machine Tax totaling $32.3 million and $31.6
million for the three months ended March 31, 2011 and 2010, respectively, and $63.1 million and $61.9 million for the six months ended March 31, 2011 and 2010, respectively. As of March 31, 2011 and September 30, 2010,
outstanding Pennsylvania Slot Machine Tax payments totaled $1.9 million and $4.6 million, respectively.



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Pennsylvania Table Game Tax

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

The Authority reflected expenses associated with the Pennsylvania Table Game Tax totaling $1.6 million and $3.2 million for the three
months and six months ended March 31, 2011, respectively. As of March 31, 2011 and September 30, 2010, outstanding Pennsylvania Table Game Tax payments totaled $196,000 and $167,000, 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). The assessment rate of the Pennsylvania Regulatory Fee is yet to be finalized by the PGCB. Downs Racing is currently recording expenses associated with the Pennsylvania Regulatory Fee at a rate of 1.5% of gross revenues from slot
machines and table games. This rate has been approved by the PGCB for its fiscal year ending June 30, 2011.

The
Authority reflected expenses associated with the Pennsylvania Regulatory Fee totaling $1.2 million and $1.0 million for the three months ended March 31, 2011 and 2010, respectively, and $2.4 million and $1.9 million for the six months ended
March 31, 2011 and 2010, respectively. As of March 31, 2011 and September 30, 2010, outstanding Pennsylvania Regulatory Fee payments to the PGCB totaled $94,000 and $87,000, respectively.

In addition, the PGCB was initially granted $36.1 million in loans to fund start-up costs for gaming in Pennsylvania, which are to be
repaid by future slot machine licensees. The PGCB was subsequently granted an additional $63.8 million in loans to fund ongoing gaming oversight costs, which also are to be repaid by licensees. Repayment of the initial loans will commence when all
14 approved gaming facilities are opened in Pennsylvania, and repayment of the subsequent loans will commence when at least 11 approved gaming facilities are opened. Each licensees share of these loans will be proportionally allocated based on
its respective share of gross revenues from slot machines. Currently, 10 of the 14 approved gaming facilities have commenced operations. The PGCB is required by statute to establish a repayment schedule for the subsequent loans no later than
June 30, 2011. This repayment schedule will establish a methodology to determine each licensees share of the subsequent loans, as well as the commencement date for repayment, repayment period and frequency of payments. As of
March 31, 2011, the Authority has concluded that these loan repayment contingencies are probable but not reasonably estimable since the PGCB has not yet established a repayment schedule for either the initial loans or the subsequent loans and,
as such, the Authority has not recorded related reserves for these repayments.

Horsemens Agreement

Downs Racing and the PHHA are parties to an agreement that governs all live harness racing and simulcasting and
account wagering at the Pennsylvania Entities through December 31, 2014. As of March 31, 2011 and September 30, 2010, outstanding payments to the PHHA for purses earned by horsemen, but not yet paid, and other fees totaled $9.7
million and $9.1 million, respectively.



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Priority Distribution Agreement

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

The Authority reflected payments associated with the Priority Distribution Agreement totaling $4.6
million and $4.5 million for the three months ended March 31, 2011 and 2010, respectively, and $9.1 million and $9.0 million for the six months ended March 31, 2011 and 2010, respectively.

Litigation

The Authority is a defendant in various litigation matters resulting from its normal course of business. In the opinion of management, 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 7RELINQUISHMENT
AGREEMENT:

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

In the event of any
bankruptcy, liquidation, reorganization or similar proceeding relating to the Authority, the Relinquishment Agreement provides that Senior and Junior Relinquishment Payments then due and owing are subordinated in right of payment to the
Authoritys senior secured obligations, which include the Bank Credit Facility, the 2009 Second Lien Senior Secured Notes and capital lease obligations, and that Junior Relinquishment Payments then due and owing are further subordinated in
right of payment to all of the



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Authoritys other senior obligations, including the 2005 Senior Unsecured Notes. The Relinquishment Agreement also provides that all relinquishment payments are subordinated in right of
payment to the minimum priority distribution payments, which are required monthly payments made by the Authority to the Tribe under the Priority Distribution Agreement, to the extent then due. The Authority, in accordance with authoritative guidance
issued by the FASB pertaining to the accounting for contingencies, recorded a $549.1 million relinquishment liability at September 30, 1998 based on the estimated present value of its obligations under the Relinquishment Agreement.

As of March 31, 2011 and September 30, 2010, the carrying amount of the relinquishment liability was $208.6 million and $230.7
million, respectively. The decrease in the relinquishment liability during the six months ended March 31, 2011 was due to $27.8 million in relinquishment payments. This reduction in the liability was offset by $5.7 million representing the
accretion of discount to the relinquishment liability.

Relinquishment payments consisted of the following (in millions):



|                      |  |                                   |      |  |      |   |      | 
|--------------------- |  | --------------------------------- | ---- |  | ---- | - | ---- | 
|                      |  | For the Six Months EndedMarch 31, |     
|                      |  | 2011                              |      |  | 2010 |  
|Principal             |  | $                                 | 21.1 |  |      | $ | 19.5 | 
|Accretion of discount |  |                                   | 6.7  |  |      |   | 9.0  | 
|                      |  |                                   |      |  |      |   |      | 
|Total                 |  | $                                 | 27.8 |  |      | $ | 28.5 | 
|                      |  |                                   |      |  |      |   |      | 

The accretion of discount to the relinquishment liability reflects the accretion of the discount to the
present value of the relinquishment liability for the impact of the time value of money. As of March 31, 2011 and September 30, 2010, relinquishment payments earned but unpaid were $13.3 million and $14.9 million, respectively.



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NOTE 8SEGMENT REPORTING:

As of March 31, 2011, the Authority owns and operates Mohegan Sun, the Connecticut Sun WNBA franchise and the Mohegan Sun Country
Club (collectively, the Connecticut Entities), and the Pennsylvania Entities. All of the Authoritys revenues are derived from these operations. The Connecticut Sun WNBA franchise and the Mohegan Sun Country Club are aggregated with
the Mohegan Sun operating segment because these operations all share similar economic characteristics, which is to generate gaming and entertainment revenues by attracting patrons to Mohegan Sun. The Authoritys executive officers review and
assess the performance and operating results and determine the proper allocation of resources to the Connecticut Entities and the Pennsylvania Entities on a separate basis. The Authority, therefore, believes that it has two separate reportable
segments: (1) Mohegan Sun, which includes the operations of the Connecticut Entities, and (2) Mohegan Sun at Pocono Downs, which includes the operations of the Pennsylvania Entities. The following tables provide financial information
related to each segment (in thousands):



|                                                           |  |                                     |         |   |                                   |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------- |  | ----------------------------------- | ------- | - | --------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                           |  | For the Three Months EndedMarch 31, |         |   | For the Six Months EndedMarch 31, |  
|                                                           |  | 2011                                |         |   | 2010                              |   |         | 2011 |  |   | 2010    |  
|Net revenues:                                              |  |                                     |         |   |                                   |   |         |      |  |   |         |   |  |   |         |  
|Mohegan Sun                                                |  | $                                   | 274,165 |   |                                   | $ | 290,079 |      |  | $ | 537,995 |   |  | $ | 572,170 |  
|Mohegan Sun at Pocono Downs                                |  |                                     | 73,779  |   |                                   |   | 62,216  |      |  |   | 145,554 |   |  |   | 121,936 |  
|                                                           |  |                                     |         |   |                                   |   |         |      |  |   |         |   |  |   |         |  
|Total                                                      |  |                                     | 347,944 |   |                                   |   | 352,295 |      |  |   | 683,549 |   |  |   | 694,106 |  
|Income (loss) from operations:                             |  |                                     |         |   |                                   |   |         |      |  |   |         |   |  |   |         |  
|Mohegan Sun                                                |  |                                     | 53,247  |   |                                   |   | 52,364  |      |  |   | 95,791  |   |  |   | 92,286  |  
|Mohegan Sun at Pocono Downs                                |  |                                     | 7,594   |   |                                   |   | 3,891   |      |  |   | 13,913  |   |  |   | 6,148   |  
|Corporate                                                  |  |                                     | (3,813  | ) |                                   |   | (4,068  | )    |  |   | (8,392  | ) |  |   | (8,417  | )
|                                                           |  |                                     |         |   |                                   |   |         |      |  |   |         |   |  |   |         |  
|Total                                                      |  |                                     | 57,028  |   |                                   |   | 52,187  |      |  |   | 101,312 |   |  |   | 90,017  |  
|Accretion of discount to the relinquishment liability      |  |                                     | (2,841  | ) |                                   |   | (3,857  | )    |  |   | (5,683  | ) |  |   | (7,713  | )
|Interest income                                            |  |                                     | 618     |   |                                   |   | 620     |      |  |   | 1,398   |   |  |   | 1,352   |  
|Interest expense, net of capitalized interest              |  |                                     | (29,713 | ) |                                   |   | (29,319 | )    |  |   | (59,459 | ) |  |   | (57,868 | )
|Loss on early extinguishment of debt                       |  |                                     |        |   |                                   |   |        |      |  |   |        |   |  |   | (1,584  | )
|Write-off of debt issuance costs                           |  |                                     |        |   |                                   |   |        |      |  |   |        |   |  |   | (338    | )
|Other expense, net                                         |  |                                     | (349    | ) |                                   |   | (147    | )    |  |   | (344    | ) |  |   | (491    | )
|                                                           |  |                                     |         |   |                                   |   |         |      |  |   |         |   |  |   |         |  
|Net income                                                 |  |                                     | 24,743  |   |                                   |   | 19,484  |      |  |   | 37,224  |   |  |   | 23,375  |  
|Loss attributable to non-controlling interests             |  |                                     | 465     |   |                                   |   | 543     |      |  |   | 914     |   |  |   | 1,056   |  
|                                                           |  |                                     |         |   |                                   |   |         |      |  |   |         |   |  |   |         |  
|Net income attributable to Mohegan Tribal Gaming Authority |  | $                                   | 25,208  |   |                                   | $ | 20,027  |      |  | $ | 38,138  |   |  | $ | 24,431  |  
|                                                           |  |                                     |         |   |                                   |   |         |      |  |   |         |   |  |   |         |  



|                               |  |                                   |           |  |                   |   |           | 
|------------------------------ |  | --------------------------------- | --------- |  | ----------------- | - | --------- | 
|                               |  | For the Six Months EndedMarch 31, |          
|                               |  | 2011                              |           |  | 2010              |  
|Capital expenditures incurred: |  |                                   |           |  |                   |   |           | 
|Mohegan Sun                    |  | $                                 | 14,096    |  |                   | $ | 11,514    | 
|Mohegan Sun at Pocono Downs    |  |                                   | 3,046     |  |                   |   | 2,789     | 
|                               |  |                                   |           |  |                   |   |           | 
|Total                          |  | $                                 | 17,142    |  |                   | $ | 14,303    | 
|                               |  |                                   |           |  |                   |   |           | 
|                               |  |                                  
|                               |  | March 31,2011                     |           |  | September 30,2010 |  
|Total assets:                  |  |                                   |           |  |                   |   |           | 
|Mohegan Sun                    |  | $                                 | 1,512,569 |  |                   | $ | 1,532,842 | 
|Mohegan Sun at Pocono Downs    |  |                                   | 591,609   |  |                   |   | 599,702   | 
|Corporate                      |  |                                   | 74,156    |  |                   |   | 68,079    | 
|                               |  |                                   |           |  |                   |   |           | 
|Total                          |  | $                                 | 2,178,334 |  |                   | $ | 2,200,623 | 
|                               |  |                                   |           |  |                   |   |           | 



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NOTE 9SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of March 31, 2011, substantially all of the Authoritys outstanding debt, including its Bank Credit Facility, 2009 Second
Lien Senior Secured Notes, 2005 Senior Unsecured Notes, 2002 Senior Subordinated Notes, 2004 Senior Subordinated Notes and 2005 Senior Subordinated Notes, is fully and unconditionally guaranteed, on a joint and several basis, by the following 100%
owned subsidiaries of the Authority: MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania Entities, Mohegan Golf, MVW, MTGA Gaming and WTG. The 2001 Senior Subordinated Notes are fully and unconditionally guaranteed by MBC. In September 2010, Mohegan
Ventures, LLC, a subsidiary of the Tribe, surrendered its membership interest in WTG to MVW. Accordingly, MVW now holds 100% membership interest in WTG. Separate financial statements and other disclosures concerning MBC, Mohegan Ventures-NW, MCV-PA,
the Pennsylvania Entities, Mohegan Golf, MVW, MTGA Gaming and WTG are not presented below because the Authority believes that the summarized financial information provided below and in Note 8 are adequate for investor analysis of these subsidiaries.
Condensed consolidating financial statement information for the Authority, its 100% owned guarantor subsidiaries and its non-guarantor entities as of March 31, 2011 and September 30, 2010 and for the three months and six months ended
March 31, 2011 and 2010 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS



|                                                           |  |                |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|---------------------------------------------------------- |  | -------------- | --------- |  | --------------------------------- | - | ----- | ---------------------------------------- |  | - | -------------------------- |  |  | ------------------------------ | ------- |  | ------------------------------------ | - | ------ | ------------ |  | - | -------- | - |  | - | --------- | 
|                                                           |  | March 31, 2011 |          
|                                                           |  | Authority      |           |  | 100% OwnedGuarantorSubsidiary-MBC |   |       | Other100% OwnedGuarantorSubsidiaries (1) |  |   | TotalGuarantorSubsidiaries |  |  | TotalNon-GuarantorEntities (2) |         |  | Consolidating/EliminatingAdjustments |   |        | Consolidated | 
|ASSETS                                                     |  |                |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Property and equipment, net                                |  | $              | 1,274,260 |  |                                   | $ | 78    |                                          |  | $ | 249,914                    |  |  | $                              | 249,992 |  |                                      | $ | 19,951 |              |  | $ |         |   |  | $ | 1,544,203 | 
|Intercompany receivables                                   |  |                | 503,477   |  |                                   |   |      |                                          |  |   | 12,575                     |  |  |                                | 12,575  |  |                                      |   |       |              |  |   | (516,052 | ) |  |   |          | 
|Investment in subsidiaries                                 |  |                | 87,952    |  |                                   |   |      |                                          |  |   | 3,009                      |  |  |                                | 3,009   |  |                                      |   |       |              |  |   | (90,961  | ) |  |   |          | 
|Other intangible assets, net                               |  |                | 120,793   |  |                                   |   | 3,995 |                                          |  |   | 281,755                    |  |  |                                | 285,750 |  |                                      |   |       |              |  |   |         |   |  |   | 406,543   | 
|Other assets, net                                          |  |                | 129,166   |  |                                   |   | 231   |                                          |  |   | 71,786                     |  |  |                                | 72,017  |  |                                      |   | 26,405 |              |  |   |         |   |  |   | 227,588   | 
|                                                           |  |                |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Total assets                                               |  | $              | 2,115,648 |  |                                   | $ | 4,304 |                                          |  | $ | 619,039                    |  |  | $                              | 623,343 |  |                                      | $ | 46,356 |              |  | $ | (607,013 | ) |  | $ | 2,178,334 | 
|                                                           |  |                |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|LIABILITIES AND CAPITAL                                    |  |                |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Current liabilities                                        |  | $              | 741,901   |  |                                   | $ | 1,322 |                                          |  | $ | 30,906                     |  |  | $                              | 32,228  |  |                                      | $ | 17,441 |              |  | $ |         |   |  | $ | 791,570   | 
|Due to Mohegan Tribe                                       |  |                |          |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   | 10,200 |              |  |   |         |   |  |   | 10,200    | 
|Long-term debt and capital leases, net of current portions |  |                | 1,074,202 |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   |       |              |  |   |         |   |  |   | 1,074,202 | 
|Relinquishment liability, net of current portion           |  |                | 140,369   |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   |       |              |  |   |         |   |  |   | 140,369   | 
|Intercompany payables                                      |  |                |          |  |                                   |   |      |                                          |  |   | 503,477                    |  |  |                                | 503,477 |  |                                      |   | 12,575 |              |  |   | (516,052 | ) |  |   |          | 
|Other long-term liabilities                                |  |                | 334       |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   |       |              |  |   |         |   |  |   | 334       | 
|                                                           |  |                |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Total liabilities                                          |  |                | 1,956,806 |  |                                   |   | 1,322 |                                          |  |   | 534,383                    |  |  |                                | 535,705 |  |                                      |   | 40,216 |              |  |   | (516,052 | ) |  |   | 2,016,675 | 
|Mohegan Tribal Gaming Authority capital                    |  |                | 158,842   |  |                                   |   | 2,982 |                                          |  |   | 84,656                     |  |  |                                | 87,638  |  |                                      |   | 6,140  |              |  |   | (94,094  | ) |  |   | 158,526   | 
|Non-controlling interests                                  |  |                |          |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   |       |              |  |   | 3,133    |   |  |   | 3,133     | 
|                                                           |  |                |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Total liabilities and capital                              |  | $              | 2,115,648 |  |                                   | $ | 4,304 |                                          |  | $ | 619,039                    |  |  | $                              | 623,343 |  |                                      | $ | 46,356 |              |  | $ | (607,013 | ) |  | $ | 2,178,334 | 
|                                                           |  |                |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 



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

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



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|                                                           |  |                    |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|---------------------------------------------------------- |  | ------------------ | --------- |  | --------------------------------- | - | ----- | ---------------------------------------- |  | - | -------------------------- |  |  | ------------------------------ | ------- |  | ------------------------------------ | - | ------ | ------------ |  | - | -------- | - |  | - | --------- | 
|                                                           |  | September 30, 2010 |          
|                                                           |  | Authority          |           |  | 100% OwnedGuarantorSubsidiary-MBC |   |       | Other100% OwnedGuarantorSubsidiaries (1) |  |   | TotalGuarantorSubsidiaries |  |  | TotalNon-GuarantorEntities (2) |         |  | Consolidating/EliminatingAdjustments |   |        | Consolidated | 
|ASSETS                                                     |  |                    |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Property and equipment, net                                |  | $                  | 1,298,112 |  |                                   | $ | 65    |                                          |  | $ | 255,025                    |  |  | $                              | 255,090 |  |                                      | $ | 19,951 |              |  | $ |         |   |  | $ | 1,573,153 | 
|Intercompany receivables                                   |  |                    | 492,653   |  |                                   |   |      |                                          |  |   | 12,238                     |  |  |                                | 12,238  |  |                                      |   |       |              |  |   | (504,891 | ) |  |   |          | 
|Investment in subsidiaries                                 |  |                    | 101,966   |  |                                   |   |      |                                          |  |   | 2,473                      |  |  |                                | 2,473   |  |                                      |   |       |              |  |   | (104,439 | ) |  |   |          | 
|Other intangible assets, net                               |  |                    | 120,850   |  |                                   |   | 4,086 |                                          |  |   | 281,811                    |  |  |                                | 285,897 |  |                                      |   |       |              |  |   |         |   |  |   | 406,747   | 
|Other assets, net                                          |  |                    | 124,333   |  |                                   |   | 321   |                                          |  |   | 72,109                     |  |  |                                | 72,430  |  |                                      |   | 23,960 |              |  |   |         |   |  |   | 220,723   | 
|                                                           |  |                    |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Total assets                                               |  | $                  | 2,137,914 |  |                                   | $ | 4,472 |                                          |  | $ | 623,656                    |  |  | $                              | 628,128 |  |                                      | $ | 43,911 |              |  | $ | (609,330 | ) |  | $ | 2,200,623 | 
|                                                           |  |                    |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|LIABILITIES AND CAPITAL                                    |  |                    |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Current liabilities                                        |  | $                  | 244,591   |  |                                   | $ | 1,731 |                                          |  | $ | 32,093                     |  |  | $                              | 33,824  |  |                                      | $ | 16,633 |              |  | $ |         |   |  | $ | 295,048   | 
|Due to Mohegan Tribe                                       |  |                    |          |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   | 10,000 |              |  |   |         |   |  |   | 10,000    | 
|Long-term debt and capital leases, net of current portions |  |                    | 1,601,471 |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   |       |              |  |   |         |   |  |   | 1,601,471 | 
|Relinquishment liability, net of current portion           |  |                    | 161,692   |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   |       |              |  |   |         |   |  |   | 161,692   | 
|Intercompany payables                                      |  |                    |          |  |                                   |   |      |                                          |  |   | 492,653                    |  |  |                                | 492,653 |  |                                      |   | 12,238 |              |  |   | (504,891 | ) |  |   |          | 
|Other long-term liabilities                                |  |                    | 368       |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   |       |              |  |   |         |   |  |   | 368       | 
|                                                           |  |                    |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Total liabilities                                          |  |                    | 2,008,122 |  |                                   |   | 1,731 |                                          |  |   | 524,746                    |  |  |                                | 526,477 |  |                                      |   | 38,871 |              |  |   | (504,891 | ) |  |   | 2,068,579 | 
|Mohegan Tribal Gaming Authority capital                    |  |                    | 129,792   |  |                                   |   | 2,741 |                                          |  |   | 98,910                     |  |  |                                | 101,651 |  |                                      |   | 5,040  |              |  |   | (107,007 | ) |  |   | 129,476   | 
|Non-controlling interests                                  |  |                    |          |  |                                   |   |      |                                          |  |   |                           |  |  |                                |        |  |                                      |   |       |              |  |   | 2,568    |   |  |   | 2,568     | 
|                                                           |  |                    |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 
|Total liabilities and capital                              |  | $                  | 2,137,914 |  |                                   | $ | 4,472 |                                          |  | $ | 623,656                    |  |  | $                              | 628,128 |  |                                      | $ | 43,911 |              |  | $ | (609,330 | ) |  | $ | 2,200,623 | 
|                                                           |  |                    |           |  |                                   |   |       |                                          |  |   |                            |  |  |                                |         |  |                                      |   |        |              |  |   |          |   |  |   |           | 



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

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



26



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CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)



|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |      |              |  |   |       |   |  |   |         |  
|----------------------------------------------------------------- |  | ----------------------------------------- | ------- | - | --------------------------------- | - | ---- | ---------------------------------------- |  | - | -------------------------- | - |  | ------------------------------ | ------- | - | ------------------------------------ | - | ---- | ------------ |  | - | ----- | - |  | - | ------- | -
|                                                                  |  | For the Three Months Ended March 31, 2011 |        
|                                                                  |  | Authority                                 |         |   | 100% OwnedGuarantorSubsidiary-MBC |   |      | Other100% OwnedGuarantorSubsidiaries (1) |  |   | TotalGuarantorSubsidiaries |   |  | TotalNon-GuarantorEntities (2) |         |   | Consolidating/EliminatingAdjustments |   |      | Consolidated | 
|Net revenues                                                      |  | $                                         | 274,165 |   |                                   | $ | 2    |                                          |  | $ | 73,779                     |   |  | $                              | 73,781  |   |                                      | $ |     |              |  | $ | (2    | ) |  | $ | 347,944 |  
|Operating costs and expenses:                                     |  |                                           |         |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |      |              |  |   |       |   |  |   |         |  
|Gaming and other operations                                       |  |                                           | 162,558 |   |                                   |   | 397  |                                          |  |   | 53,715                     |   |  |                                | 54,112  |   |                                      |   |     |              |  |   | (2    | ) |  |   | 216,668 |  
|Advertising, general and administrative                           |  |                                           | 43,548  |   |                                   |   | 212  |                                          |  |   | 7,307                      |   |  |                                | 7,519   |   |                                      |   | 832  |              |  |   |      |   |  |   | 51,899  |  
|Depreciation and amortization                                     |  |                                           | 17,221  |   |                                   |   | 48   |                                          |  |   | 5,346                      |   |  |                                | 5,394   |   |                                      |   |     |              |  |   |      |   |  |   | 22,615  |  
|Severance                                                         |  |                                           | (266    | ) |                                   |   |     |                                          |  |   |                           |   |  |                                |        |   |                                      |   |     |              |  |   |      |   |  |   | (266    | )
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |      |              |  |   |       |   |  |   |         |  
|Total operating costs and expenses                                |  |                                           | 223,061 |   |                                   |   | 657  |                                          |  |   | 66,368                     |   |  |                                | 67,025  |   |                                      |   | 832  |              |  |   | (2    | ) |  |   | 290,916 |  
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |      |              |  |   |       |   |  |   |         |  
|Income (loss) from operations                                     |  |                                           | 51,104  |   |                                   |   | (655 | )                                        |  |   | 7,411                      |   |  |                                | 6,756   |   |                                      |   | (832 | )            |  |   |      |   |  |   | 57,028  |  
|Accretion of discount to the relinquishment liability             |  |                                           | (2,841  | ) |                                   |   |     |                                          |  |   |                           |   |  |                                |        |   |                                      |   |     |              |  |   |      |   |  |   | (2,841  | )
|Interest expense, net of capitalized interest                     |  |                                           | (15,495 | ) |                                   |   | (1   | )                                        |  |   | (13,699                    | ) |  |                                | (13,700 | ) |                                      |   | (681 | )            |  |   | 163   |   |  |   | (29,713 | )
|Loss on interests in subsidiaries                                 |  |                                           | (7,228  | ) |                                   |   |     |                                          |  |   | (454                       | ) |  |                                | (454    | ) |                                      |   |     |              |  |   | 7,682 |   |  |   |        |  
|Other income (expense), net                                       |  |                                           | (332    | ) |                                   |   |     |                                          |  |   | 170                        |   |  |                                | 170     |   |                                      |   | 594  |              |  |   | (163  | ) |  |   | 269     |  
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |      |              |  |   |       |   |  |   |         |  
|Net income (loss)                                                 |  |                                           | 25,208  |   |                                   |   | (656 | )                                        |  |   | (6,572                     | ) |  |                                | (7,228  | ) |                                      |   | (919 | )            |  |   | 7,682 |   |  |   | 24,743  |  
|Loss attributable to non-controlling interests                    |  |                                           |        |   |                                   |   |     |                                          |  |   |                           |   |  |                                |        |   |                                      |   |     |              |  |   | 465   |   |  |   | 465     |  
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |      |              |  |   |       |   |  |   |         |  
|Net income (loss) attributable to Mohegan Tribal Gaming Authority |  | $                                         | 25,208  |   |                                   | $ | (656 | )                                        |  | $ | (6,572                     | ) |  | $                              | (7,228  | ) |                                      | $ | (919 | )            |  | $ | 8,147 |   |  | $ | 25,208  |  
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |      |              |  |   |       |   |  |   |         |  



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

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



27



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##### Table of Contents

|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|----------------------------------------------------------------- |  | ----------------------------------------- | ------- | - | --------------------------------- | - | ---- | ---------------------------------------- |  | - | ------------------------------------ | - |  | -------------------------- | ---- | - | ------------------------------ | - | ------- | ------------------------------------ |  | - | ------------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                  |  | For the Three Months Ended March 31, 2010 |        
|                                                                  |  | Authority                                 |         |   | 100% OwnedGuarantorSubsidiary-MBC |   |      | Other100% OwnedGuarantorSubsidiaries (1) |  |   | Non100% OwnedGuarantorSubsidiary-WTG |   |  | TotalGuarantorSubsidiaries |      |   | TotalNon-GuarantorEntities (2) |   |         | Consolidating/EliminatingAdjustments |  |   | Consolidated |  
|Net revenues                                                      |  | $                                         | 290,076 |   |                                   | $ | 6    |                                          |  | $ | 62,217                               |   |  | $                          |     |   |                                | $ | 62,223  |                                      |  | $ |             |   |  | $ | (4     | ) |  | $ | 352,295 |  
|Operating costs and expenses:                                     |  |                                           |         |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Gaming and other operations                                       |  |                                           | 175,715 |   |                                   |   | 324  |                                          |  |   | 46,173                               |   |  |                            |     |   |                                |   | 46,497  |                                      |  |   |             |   |  |   | (4     | ) |  |   | 222,208 |  
|Advertising, general and administrative                           |  |                                           | 45,999  |   |                                   |   | 280  |                                          |  |   | 6,680                                |   |  |                            | 3    |   |                                |   | 6,963   |                                      |  |   | 903          |   |  |   |       |   |  |   | 53,865  |  
|Depreciation and amortization                                     |  |                                           | 18,065  |   |                                   |   | 63   |                                          |  |   | 5,421                                |   |  |                            |     |   |                                |   | 5,484   |                                      |  |   |             |   |  |   |       |   |  |   | 23,549  |  
|Pre-opening                                                       |  |                                           |        |   |                                   |   |     |                                          |  |   | 486                                  |   |  |                            |     |   |                                |   | 486     |                                      |  |   |             |   |  |   |       |   |  |   | 486     |  
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Total operating costs and expenses                                |  |                                           | 239,779 |   |                                   |   | 667  |                                          |  |   | 58,760                               |   |  |                            | 3    |   |                                |   | 59,430  |                                      |  |   | 903          |   |  |   | (4     | ) |  |   | 300,108 |  
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Income (loss) from operations                                     |  |                                           | 50,297  |   |                                   |   | (661 | )                                        |  |   | 3,457                                |   |  |                            | (3   | ) |                                |   | 2,793   |                                      |  |   | (903         | ) |  |   |       |   |  |   | 52,187  |  
|Accretion of discount to the relinquishment liability             |  |                                           | (3,857  | ) |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |       |   |  |   | (3,857  | )
|Interest expense, net of capitalized interest                     |  |                                           | (16,295 | ) |                                   |   | (6   | )                                        |  |   | (12,509                              | ) |  |                            | (206 | ) |                                |   | (12,721 | )                                    |  |   | (664         | ) |  |   | 361    |   |  |   | (29,319 | )
|Loss on interests in subsidiaries                                 |  |                                           | (10,020 | ) |                                   |   |     |                                          |  |   | (494                                 | ) |  |                            |     |   |                                |   | (494    | )                                    |  |   |             |   |  |   | 10,514 |   |  |   |        |  
|Other income (expense), net                                       |  |                                           | (98     | ) |                                   |   |     |                                          |  |   | 371                                  |   |  |                            |     |   |                                |   | 371     |                                      |  |   | 561          |   |  |   | (361   | ) |  |   | 473     |  
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Net income (loss)                                                 |  |                                           | 20,027  |   |                                   |   | (667 | )                                        |  |   | (9,175                               | ) |  |                            | (209 | ) |                                |   | (10,051 | )                                    |  |   | (1,006       | ) |  |   | 10,514 |   |  |   | 19,484  |  
|Loss attributable to non-controlling interests                    |  |                                           |        |   |                                   |   |     |                                          |  |   | 31                                   |   |  |                            |     |   |                                |   | 31      |                                      |  |   |             |   |  |   | 512    |   |  |   | 543     |  
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Net income (loss) attributable to Mohegan Tribal Gaming Authority |  | $                                         | 20,027  |   |                                   | $ | (667 | )                                        |  | $ | (9,144                               | ) |  | $                          | (209 | ) |                                | $ | (10,020 | )                                    |  | $ | (1,006       | ) |  | $ | 11,026 |   |  | $ | 20,027  |  
|                                                                  |  |                                           |         |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  



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

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



28



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##### Table of Contents

|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |        |   |  |   |         |  
|----------------------------------------------------------------- |  | --------------------------------------- | ------- | - | --------------------------------- | - | ------ | ---------------------------------------- |  | - | -------------------------- | - |  | ------------------------------ | ------- | - | ------------------------------------ | - | ------ | ------------ |  | - | ------ | - |  | - | ------- | -
|                                                                  |  | For the Six Months Ended March 31, 2011 |        
|                                                                  |  | Authority                               |         |   | 100% OwnedGuarantorSubsidiary-MBC |   |        | Other100% OwnedGuarantorSubsidiaries (1) |  |   | TotalGuarantorSubsidiaries |   |  | TotalNon-GuarantorEntities (2) |         |   | Consolidating/EliminatingAdjustments |   |        | Consolidated | 
|Net revenues                                                      |  | $                                       | 537,986 |   |                                   | $ | 12     |                                          |  | $ | 145,554                    |   |  | $                              | 145,566 |   |                                      | $ |       |              |  | $ | (3     | ) |  | $ | 683,549 |  
|Operating costs and expenses:                                     |  |                                         |         |   |                                   |   |        |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |        |   |  |   |         |  
|Gaming and other operations                                       |  |                                         | 322,619 |   |                                   |   | 721    |                                          |  |   | 106,086                    |   |  |                                | 106,807 |   |                                      |   |       |              |  |   | (3     | ) |  |   | 429,423 |  
|Advertising, general and administrative                           |  |                                         | 89,391  |   |                                   |   | 398    |                                          |  |   | 15,195                     |   |  |                                | 15,593  |   |                                      |   | 1,745  |              |  |   |       |   |  |   | 106,729 |  
|Depreciation and amortization                                     |  |                                         | 34,979  |   |                                   |   | 95     |                                          |  |   | 10,756                     |   |  |                                | 10,851  |   |                                      |   |       |              |  |   |       |   |  |   | 45,830  |  
|Severance                                                         |  |                                         | 255     |   |                                   |   |       |                                          |  |   |                           |   |  |                                |        |   |                                      |   |       |              |  |   |       |   |  |   | 255     |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |        |   |  |   |         |  
|Total operating costs and expenses                                |  |                                         | 447,244 |   |                                   |   | 1,214  |                                          |  |   | 132,037                    |   |  |                                | 133,251 |   |                                      |   | 1,745  |              |  |   | (3     | ) |  |   | 582,237 |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |        |   |  |   |         |  
|Income (loss) from operations                                     |  |                                         | 90,742  |   |                                   |   | (1,202 | )                                        |  |   | 13,517                     |   |  |                                | 12,315  |   |                                      |   | (1,745 | )            |  |   |       |   |  |   | 101,312 |  
|Accretion of discount to the relinquishment liability             |  |                                         | (5,683  | ) |                                   |   |       |                                          |  |   |                           |   |  |                                |        |   |                                      |   |       |              |  |   |       |   |  |   | (5,683  | )
|Interest expense, net of capitalized interest                     |  |                                         | (31,179 | ) |                                   |   | (6     | )                                        |  |   | (27,225                    | ) |  |                                | (27,231 | ) |                                      |   | (1,374 | )            |  |   | 325    |   |  |   | (59,459 | )
|Loss on interests in subsidiaries                                 |  |                                         | (15,462 | ) |                                   |   |       |                                          |  |   | (886                       | ) |  |                                | (886    | ) |                                      |   |       |              |  |   | 16,348 |   |  |   |        |  
|Other income (expense), net                                       |  |                                         | (280    | ) |                                   |   |       |                                          |  |   | 340                        |   |  |                                | 340     |   |                                      |   | 1,319  |              |  |   | (325   | ) |  |   | 1,054   |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |        |   |  |   |         |  
|Net income (loss)                                                 |  |                                         | 38,138  |   |                                   |   | (1,208 | )                                        |  |   | (14,254                    | ) |  |                                | (15,462 | ) |                                      |   | (1,800 | )            |  |   | 16,348 |   |  |   | 37,224  |  
|Loss attributable to non-controlling interests                    |  |                                         |        |   |                                   |   |       |                                          |  |   |                           |   |  |                                |        |   |                                      |   |       |              |  |   | 914    |   |  |   | 914     |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |        |   |  |   |         |  
|Net income (loss) attributable to Mohegan Tribal Gaming Authority |  | $                                       | 38,138  |   |                                   | $ | (1,208 | )                                        |  | $ | (14,254                    | ) |  | $                              | (15,462 | ) |                                      | $ | (1,800 | )            |  | $ | 17,262 |   |  | $ | 38,138  |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |        |   |  |   |         |  



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

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



29



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|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|----------------------------------------------------------------- |  | --------------------------------------- | ------- | - | --------------------------------- | - | ------ | ---------------------------------------- |  | - | ------------------------------------ | - |  | -------------------------- | ---- | - | ------------------------------ | - | ------- | ------------------------------------ |  | - | ------------ | - |  | - | ------ | - |  | - | ------- | -
|                                                                  |  | For the Six Months Ended March 31, 2010 |        
|                                                                  |  | Authority                               |         |   | 100% OwnedGuarantorSubsidiary-MBC |   |        | Other100% OwnedGuarantorSubsidiaries (1) |  |   | Non100% OwnedGuarantorSubsidiary-WTG |   |  | TotalGuarantorSubsidiaries |      |   | TotalNon-GuarantorEntities (2) |   |         | Consolidating/EliminatingAdjustments |  |   | Consolidated |  
|Net revenues                                                      |  | $                                       | 571,987 |   |                                   | $ | 27     |                                          |  | $ | 122,098                              |   |  | $                          |     |   |                                | $ | 122,125 |                                      |  | $ | (1           | ) |  | $ | (5     | ) |  | $ | 694,106 |  
|Operating costs and expenses:                                     |  |                                         |         |   |                                   |   |        |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Gaming and other operations                                       |  |                                         | 353,462 |   |                                   |   | 630    |                                          |  |   | 91,687                               |   |  |                            |     |   |                                |   | 92,317  |                                      |  |   |             |   |  |   | (5     | ) |  |   | 445,774 |  
|Advertising, general and administrative                           |  |                                         | 92,982  |   |                                   |   | 496    |                                          |  |   | 13,404                               |   |  |                            | 98   |   |                                |   | 13,998  |                                      |  |   | 1,827        |   |  |   |       |   |  |   | 108,807 |  
|Depreciation and amortization                                     |  |                                         | 37,485  |   |                                   |   | 152    |                                          |  |   | 11,343                               |   |  |                            |     |   |                                |   | 11,495  |                                      |  |   |             |   |  |   |       |   |  |   | 48,980  |  
|Pre-opening                                                       |  |                                         | 42      |   |                                   |   |       |                                          |  |   | 486                                  |   |  |                            |     |   |                                |   | 486     |                                      |  |   |             |   |  |   |       |   |  |   | 528     |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Total operating costs and expenses                                |  |                                         | 483,971 |   |                                   |   | 1,278  |                                          |  |   | 116,920                              |   |  |                            | 98   |   |                                |   | 118,296 |                                      |  |   | 1,827        |   |  |   | (5     | ) |  |   | 604,089 |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Income (loss) from operations                                     |  |                                         | 88,016  |   |                                   |   | (1,251 | )                                        |  |   | 5,178                                |   |  |                            | (98  | ) |                                |   | 3,829   |                                      |  |   | (1,828       | ) |  |   |       |   |  |   | 90,017  |  
|Accretion of discount to the relinquishment liability             |  |                                         | (7,713  | ) |                                   |   |       |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |       |   |  |   | (7,713  | )
|Interest expense, net of capitalized interest                     |  |                                         | (32,166 | ) |                                   |   | (15    | )                                        |  |   | (24,663                              | ) |  |                            | (400 | ) |                                |   | (25,078 | )                                    |  |   | (1,332       | ) |  |   | 708    |   |  |   | (57,868 | )
|Loss on early extinguishment of debt                              |  |                                         | (1,584  | ) |                                   |   |       |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |       |   |  |   | (1,584  | )
|Loss on interests in subsidiaries                                 |  |                                         | (21,418 | ) |                                   |   |       |                                          |  |   | (947                                 | ) |  |                            |     |   |                                |   | (947    | )                                    |  |   |             |   |  |   | 22,365 |   |  |   |        |  
|Other income (expense), net                                       |  |                                         | (704    | ) |                                   |   |       |                                          |  |   | 705                                  |   |  |                            |     |   |                                |   | 705     |                                      |  |   | 1,230        |   |  |   | (708   | ) |  |   | 523     |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Net income (loss)                                                 |  |                                         | 24,431  |   |                                   |   | (1,266 | )                                        |  |   | (19,727                              | ) |  |                            | (498 | ) |                                |   | (21,491 | )                                    |  |   | (1,930       | ) |  |   | 22,365 |   |  |   | 23,375  |  
|Loss attributable to non-controlling interests                    |  |                                         |        |   |                                   |   |       |                                          |  |   | 73                                   |   |  |                            |     |   |                                |   | 73      |                                      |  |   |             |   |  |   | 983    |   |  |   | 1,056   |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  
|Net income (loss) attributable to Mohegan Tribal Gaming Authority |  | $                                       | 24,431  |   |                                   | $ | (1,266 | )                                        |  | $ | (19,654                              | ) |  | $                          | (498 | ) |                                | $ | (21,418 | )                                    |  | $ | (1,930       | ) |  | $ | 23,348 |   |  | $ | 24,431  |  
|                                                                  |  |                                         |         |   |                                   |   |        |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |        |   |  |   |         |  



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

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



30



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##### Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



|                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  
|----------------------------------------------------------- |  | --------------------------------------- | -------- | - | --------------------------------- | - | ---- | ---------------------------------------- |  | - | -------------------------- | - |  | ------------------------------ | ------- | - | ------------------------------------ | - | ------ | ------------ |  | - | ------- | - |  | - | -------- | -
|                                                            |  | For the Six Months Ended March 31, 2011 |         
|                                                            |  | Authority                               |          |   | 100% OwnedGuarantorSubsidiary-MBC |   |      | Other100% OwnedGuarantorSubsidiaries (1) |  |   | TotalGuarantorSubsidiaries |   |  | TotalNon-GuarantorEntities (2) |         |   | Consolidating/EliminatingAdjustments |   |        | Consolidated | 
|Net cash flows provided by (used in) operating activities   |  | $                                       | 66,036   |   |                                   | $ | (325 | )                                        |  | $ | 23,778                     |   |  | $                              | 23,453  |   |                                      | $ | (3,358 | )            |  | $ |        |   |  | $ | 86,131   |  
|                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  
|Cash flows provided by (used in) investing activities:      |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  
|Purchases of property and equipment                         |  |                                         | (14,335  | ) |                                   |   | (16  | )                                        |  |   | (8,182                     | ) |  |                                | (8,198  | ) |                                      |   |       |              |  |   |        |   |  |   | (22,533  | )
|Other cash flows provided by (used in) investing activities |  |                                         | 13,724   |   |                                   |   |     |                                          |  |   | (891                       | ) |  |                                | (891    | ) |                                      |   | (267   | )            |  |   | (13,489 | ) |  |   | (923     | )
|                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  
|Net cash flows used in investing activities                 |  |                                         | (611     | ) |                                   |   | (16  | )                                        |  |   | (9,073                     | ) |  |                                | (9,089  | ) |                                      |   | (267   | )            |  |   | (13,489 | ) |  |   | (23,456  | )
|                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  
|Cash flows provided by (used in) financing activities:      |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  
|Bank Credit Facility borrowingsrevolving loan              |  |                                         | 178,000  |   |                                   |   |     |                                          |  |   |                           |   |  |                                |        |   |                                      |   |       |              |  |   |        |   |  |   | 178,000  |  
|Bank Credit Facility repaymentsrevolving loan              |  |                                         | (212,000 | ) |                                   |   |     |                                          |  |   |                           |   |  |                                |        |   |                                      |   |       |              |  |   |        |   |  |   | (212,000 | )
|Line of Credit borrowings                                   |  |                                         | 277,694  |   |                                   |   |     |                                          |  |   |                           |   |  |                                |        |   |                                      |   |       |              |  |   |        |   |  |   | 277,694  |  
|Line of Credit repayments                                   |  |                                         | (275,899 | ) |                                   |   |     |                                          |  |   |                           |   |  |                                |        |   |                                      |   |       |              |  |   |        |   |  |   | (275,899 | )
|Principal portion of relinquishment liability payments      |  |                                         | (21,138  | ) |                                   |   |     |                                          |  |   |                           |   |  |                                |        |   |                                      |   |       |              |  |   |        |   |  |   | (21,138  | )
|Distributions to Tribe                                      |  |                                         | (9,088   | ) |                                   |   |     |                                          |  |   |                           |   |  |                                |        |   |                                      |   |       |              |  |   |        |   |  |   | (9,088   | )
|Other cash flows provided by (used in) financing activities |  |                                         | (1,791   | ) |                                   |   | 449  |                                          |  |   | (14,925                    | ) |  |                                | (14,476 | ) |                                      |   | 3,355  |              |  |   | 13,489  |   |  |   | 577      |  
|                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  
|Net cash flows provided by (used in) financing activities   |  |                                         | (64,222  | ) |                                   |   | 449  |                                          |  |   | (14,925                    | ) |  |                                | (14,476 | ) |                                      |   | 3,355  |              |  |   | 13,489  |   |  |   | (61,854  | )
|                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  
|Net increase (decrease) in cash and cash equivalents        |  |                                         | 1,203    |   |                                   |   | 108  |                                          |  |   | (220                       | ) |  |                                | (112    | ) |                                      |   | (270   | )            |  |   |        |   |  |   | 821      |  
|Cash and cash equivalents at beginning of period            |  |                                         | 39,146   |   |                                   |   | (49  | )                                        |  |   | 24,366                     |   |  |                                | 24,317  |   |                                      |   | 434    |              |  |   |        |   |  |   | 63,897   |  
|                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  
|Cash and cash equivalents at end of period                  |  | $                                       | 40,349   |   |                                   | $ | 59   |                                          |  | $ | 24,146                     |   |  | $                              | 24,205  |   |                                      | $ | 164    |              |  | $ |        |   |  | $ | 64,718   |  
|                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                            |   |  |                                |         |   |                                      |   |        |              |  |   |         |   |  |   |          |  



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

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



31



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|                                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  
|--------------------------------------------------------------------------- |  | --------------------------------------- | -------- | - | --------------------------------- | - | ---- | ---------------------------------------- |  | - | ------------------------------------ | - |  | -------------------------- | ---- | - | ------------------------------ | - | ------- | ------------------------------------ |  | - | ------------ | - |  | - | ------- | - |  | - | -------- | -
|                                                                            |  | For the Six Months Ended March 31, 2010 |         
|                                                                            |  | Authority                               |          |   | 100% OwnedGuarantorSubsidiary-MBC |   |      | Other100% OwnedGuarantorSubsidiaries (1) |  |   | Non 100%OwnedGuarantorSubsidiary-WTG |   |  | TotalGuarantorSubsidiaries |      |   | TotalNon-GuarantorEntities (2) |   |         | Consolidating/EliminatingAdjustments |  |   | Consolidated |  
|Net cash flows provided by (used in) operating activities                   |  | $                                       | 75,820   |   |                                   | $ | (538 | )                                        |  | $ | 19,804                               |   |  | $                          | (41  | ) |                                | $ | 19,225  |                                      |  | $ | (1,320       | ) |  | $ |        |   |  | $ | 93,725   |  
|                                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  
|Cash flows provided by (used in) investing activities:                      |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  
|Purchases of property and equipment                                         |  |                                         | (22,362  | ) |                                   |   | (2   | )                                        |  |   | (3,458                               | ) |  |                            |     |   |                                |   | (3,460  | )                                    |  |   |             |   |  |   |        |   |  |   | (25,822  | )
|Other cash flows provided by (used in) investing activities                 |  |                                         | 14,506   |   |                                   |   |     |                                          |  |   | (390                                 | ) |  |                            | (132 | ) |                                |   | (522    | )                                    |  |   | (524         | ) |  |   | (13,864 | ) |  |   | (404     | )
|                                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  
|Net cash flows used in investing activities                                 |  |                                         | (7,856   | ) |                                   |   | (2   | )                                        |  |   | (3,848                               | ) |  |                            | (132 | ) |                                |   | (3,982  | )                                    |  |   | (524         | ) |  |   | (13,864 | ) |  |   | (26,226  | )
|                                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  
|Cash flows provided by (used in) financing activities:                      |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  
|Bank Credit Facility borrowingsrevolving loan                              |  |                                         | 184,000  |   |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |        |   |  |   | 184,000  |  
|Bank Credit Facility repaymentsrevolving loan                              |  |                                         | (218,000 | ) |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |        |   |  |   | (218,000 | )
|Bank Credit Facility repaymentsterm loan                                   |  |                                         | (147,000 | ) |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |        |   |  |   | (147,000 | )
|Line of Credit borrowings                                                   |  |                                         | 226,011  |   |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |        |   |  |   | 226,011  |  
|Line of Credit repayments                                                   |  |                                         | (235,515 | ) |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |        |   |  |   | (235,515 | )
|Proceeds from issuance of Second Lien Senior Secured Notes, net of discount |  |                                         | 192,468  |   |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |        |   |  |   | 192,468  |  
|Principal portion of relinquishment liability payments                      |  |                                         | (19,548  | ) |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |        |   |  |   | (19,548  | )
|Distributions to Tribe                                                      |  |                                         | (38,450  | ) |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |        |   |  |   | (38,450  | )
|Capitalized debt issuance costs                                             |  |                                         | (8,178   | ) |                                   |   |     |                                          |  |   |                                     |   |  |                            |     |   |                                |   |        |                                      |  |   |             |   |  |   |        |   |  |   | (8,178   | )
|Other cash flows provided by (used in) financing activities                 |  |                                         | (1,657   | ) |                                   |   | 602  |                                          |  |   | (14,932                              | ) |  |                            | 168  |   |                                |   | (14,162 | )                                    |  |   | 1,966        |   |  |   | 13,864  |   |  |   | 11       |  
|                                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  
|Net cash flows provided by (used in) financing activities                   |  |                                         | (65,869  | ) |                                   |   | 602  |                                          |  |   | (14,932                              | ) |  |                            | 168  |   |                                |   | (14,162 | )                                    |  |   | 1,966        |   |  |   | 13,864  |   |  |   | (64,201  | )
|                                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                        |  |                                         | 2,095    |   |                                   |   | 62   |                                          |  |   | 1,024                                |   |  |                            | (5   | ) |                                |   | 1,081   |                                      |  |   | 122          |   |  |   |        |   |  |   | 3,298    |  
|Cash and cash equivalents at beginning of period                            |  |                                         | 45,302   |   |                                   |   | (75  | )                                        |  |   | 18,680                               |   |  |                            | 196  |   |                                |   | 18,801  |                                      |  |   | 561          |   |  |   |        |   |  |   | 64,664   |  
|                                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  
|Cash and cash equivalents at end of period                                  |  | $                                       | 47,397   |   |                                   | $ | (13  | )                                        |  | $ | 19,704                               |   |  | $                          | 191  |   |                                | $ | 19,882  |                                      |  | $ | 683          |   |  | $ |        |   |  | $ | 67,962   |  
|                                                                            |  |                                         |          |   |                                   |   |      |                                          |  |   |                                      |   |  |                            |      |   |                                |   |         |                                      |  |   |              |   |  |   |         |   |  |   |          |  



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

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



32



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##### Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Management Board of

Mohegan Tribal Gaming Authority:

We have
reviewed the accompanying condensed consolidated balance sheet of the Mohegan Tribal Gaming Authority and its subsidiaries (the Authority) as of March 31, 2011, and the related condensed consolidated statements of income and of
changes in capital for each of the three-month and six-month periods ended March 31, 2011 and 2010 and the condensed consolidated statement of cash flows for the six-month periods ended March 31, 2011 and 2010. These interim financial
statements are the responsibility of the Authoritys management.

We conducted our review in accordance with the standards of the Public
Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as
a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be
made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of September 30, 2010, and the related
consolidated statements of income, of changes in capital and of cash flows for the year then ended (not presented herein), and in our report dated December 29, 2010, we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2010, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been
derived.

As more fully described within note 2, the Authority will have a significant amount of debt maturing in the next twelve months.
Managements plans to address this issue are included within note 2.

/s/ PricewaterhouseCoopers LLP

May 16, 2011

Hartford, CT



33



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

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



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



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



| |  |  | increased competition, including the legalization or 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 suspension of the hotel, retail and new parking garage elements of Project Horizon;
| | - |  | ---------------------------------------------------------------------------------------



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



| |  |  | changes in federal or state tax laws or the administration of such laws;
| | - |  | ------------------------------------------------------------------------



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



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



| |  |  | our ability to implement successfully our diversification strategy; and
| | - |  | -----------------------------------------------------------------------



| |  |  | an act of terrorism on the United States.
| | - |  | -----------------------------------------

Additional information concerning potential factors that could affect our financial results is included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, as well as our
other reports and filings with the SEC. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. We do not undertake any obligation to update or supplement any forward-looking
statements to reflect subsequent events or circumstances, except as required by law. We cannot assure you that projected results or events will be achieved or will occur.

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

Overview

The Tribe and the Authority

The Mohegan Tribe of Indians of
Connecticut, or the Mohegan Tribe or the Tribe, is a federally-recognized Indian tribe with an approximately 507-acre reservation situated in Southeastern Connecticut, adjacent to



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##### Table of Contents

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

Mohegan Sun

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

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

Casino of the Earth

As of March 31, 2011, Casino of the Earth offered:



| |  |  | approximately 188,000 square feet of gaming space;
| | - |  | --------------------------------------------------



| |  |  | approximately 3,450 slot machines and 190 table games, including blackjack, roulette, craps and baccarat;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | Sunrise Square, a 9,800-square-foot Asian-themed gaming area, including 50 table games;
| | - |  | ---------------------------------------------------------------------------------------



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



| |  |  | food and beverage amenities, including: Birches Bar & Grill, an approximately 200-seat full-service restaurant, a Hong Kong-style food outlet
offering authentic Southeast Asian cuisine, an 87-seat Bobby Flays Bobbys Burger Palace and multiple service bars, all operated by us, as well as Frank Pepe Pizzeria Napoletana and Fidelias Market, an approximately 200-seat
multi-station food court, operated by third-parties, for a total seating of approximately 800;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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

Casino of the Sky

As of March 31, 2011, Casino of the Sky offered:



| |  |  | approximately 119,000 square feet of gaming space;
| | - |  | --------------------------------------------------



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##### Table of Contents

| |  |  | approximately 2,175 slot machines and 110 table games, including blackjack, roulette and craps;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | food and beverage amenities, including: two full-service restaurants (Todd Englishs Tuscany and Bobby Flays Bar Americain), a 330-seat
buffet, a 24-hour coffee shop and four lounges and bars, all operated by us, as well as five full-service restaurants, three quick-service restaurants and a multi-station food court operated by third-parties, for a total seating of approximately
2,700;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | the Mohegan Sun Arena with seating for up to 10,000;
| | - |  | ----------------------------------------------------



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



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



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



| |  |  | approximately 100,000 square feet of convention space; and
| | - |  | ----------------------------------------------------------



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

Casino of the Wind

As of March 31, 2011, Casino of the Wind offered:



| |  |  | approximately 45,000 square feet of gaming space;
| | - |  | -------------------------------------------------



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



| |  |  | food and beverage amenities, including: a two-level, 16,000-square-foot Jimmy Buffetts Margaritaville Restaurant, operated by a third-party, and
Chiefs Deli, a casual dining restaurant, and a bar, both operated by us, for a total seating of approximately 500; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a retail shop operated by a third-party.
| | - |  | ----------------------------------------

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

Mohegan Basketball Club

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

Mohegan Golf

We formed Mohegan Golf, LLC, or Mohegan Golf, to purchase and operate a golf course in Southeastern Connecticut. In May 2007, Mohegan Golf acquired substantially all of the assets of Pautipaug Country
Club Inc., which included a golf course in Sprague and Franklin, Connecticut. The golf course was renamed Mohegan Sun Country Club at Pautipaug and reopened under the ownership of Mohegan Golf in June 2007. In August 2010, the golf course and
related facilities were temporarily closed for renovations and are scheduled to re-open in the spring of 2012.



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Mohegan Sun at Pocono Downs

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

As of March 31, 2011, Mohegan Sun at Pocono Downs operates in an approximately 400,000-square-foot facility, which includes the following:



| |  |  | approximately 82,000 square feet of gaming space;
| | - |  | -------------------------------------------------



| |  |  | approximately 2,325 slot machines, 66 table games, including blackjack, roulette and craps, and an 18-table poker room;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | 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 buffet, and a food court, including: Johnny Rockets, Hot Dog Hall of Fame, Puck Express by Wolfgang Puck and Ben & Jerrys Ice
Cream, for a total seating of approximately 1,800;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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

Market and Competition from Other Gaming Operations

Our gaming operation at Mohegan Sun is one of only two legally authorized gaming operations in New England offering traditional slot machines and table games, with the other operation being our sole
gaming competitor in Connecticut, Foxwoods Resort Casino, including the MGM Grand at Foxwoods, collectively Foxwoods, owned by the Mashantucket Pequot Tribe, or the MPT, and located approximately 10 miles from Mohegan Sun. We also currently face
competition from casinos in Atlantic City, New Jersey, several casinos and gaming facilities located on Indian tribal lands in the State of New York and video lottery terminal facilities, or VLT facilities, in the states of New York and Rhode
Island. In addition, we face competition in and from the Northeastern Pennsylvania gaming market, both in the immediate market for Mohegan Sun at Pocono Downs, and for Mohegan Sun, in marketing and attracting patrons from the New York City
metropolitan region. Please refer to Part I. Item 1. BusinessMarket and Competition from Other Gaming Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and our other reports and
filings with the SEC for further details regarding current and potential competition from other gaming operations.

The
following is a summary of developments that have occurred since December 31, 2010:

In the State of New York, in March
2011, Genting New York, the developer of a new VLT facility at Aqueduct Raceway in Queens announced that the opening of the VLT facility, initially scheduled to open in the spring of 2011 with 1,600 VLTs, will be delayed until the summer of 2011.
Genting New York also announced that phase I of the facility will now include 2,500 VLTs and a 2,500-bay parking garage. Phase II of the facility is expected to open in the fall of 2011 with an additional 2,025 VLTs. In addition, in March 2011, the
governor of New York announced a budget deal with the state legislature that reportedly authorizes the State Lottery to institute a free play allowance program for all VLT operators in the state. According to published reports, the free



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##### Table of Contents

play allowance program will allow VLT facilities to offer free play credits in amounts up to 10 percent of net machine income.

In the Commonwealth of Pennsylvania, in April 2011, the Pennsylvania Gaming Control Board, or PGCB, awarded a Category Three gaming
license to the Nemacolin Woodlands Resort located in Wharton Township, approximately 275 miles from Mohegan Sun at Pocono Downs. Also in the Commonwealth of Pennsylvania, it has been reported that Sands Casino Resort Bethlehem plans to open its new
302-room hotel on May 27, 2011.

Explanation of Key Financial Statement Captions

There has been no material change from the explanation of key financial statement captions previously disclosed in our Annual Report on
Form 10-K for the fiscal year ended September 30, 2010.

Results of Operations

Summary Operating Results

As of March 31, 2011, we own and operate Mohegan Sun, the Connecticut Sun WNBA franchise and the Mohegan Sun Country Club, or collectively, the Connecticut entities, and the Pennsylvania entities.
All of our revenues are derived from these operations. The Connecticut Sun WNBA franchise and the Mohegan Sun Country Club are aggregated with the Mohegan Sun operating segment because these operations all share similar economic characteristics,
which is to generate gaming and entertainment revenues by attracting patrons to Mohegan Sun. Our executive officers review and assess the performance and operating results and determine the proper allocation of resources to the Connecticut entities
and the Pennsylvania entities on a separate basis. We, therefore, believe that we have two separate reportable segments: (1) Mohegan Sun, which includes the operations of the Connecticut entities, and (2) Mohegan Sun at Pocono Downs, which
includes the operations of the Pennsylvania entities.

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



|                                                           |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |      |    |      |   |         |          |  |   |                    |   |  |   |         |   |  |  |       |   
|---------------------------------------------------------- |  | ------------------------------------ | ------- | - | ---------------------------------- | - | ------- | -------- |  | - | ------------------ | - |  | ---- | ---- | -- | ---- | - | ------- | -------- |  | - | ------------------ | - |  | - | ------- | - |  |  | ----- | --
|                                                           |  | For the Three Months Ended March 31, |         |   | For the Six Months Ended March 31, |  
|                                                           |  | 2011                                 |         |   | 2010                               |   |         | Variance |  |   | PercentageVariance |   |  | 2011 |      |    | 2010 |   |         | Variance |  |   | PercentageVariance |  
|Net revenues:                                              |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |      |    |      |   |         |          |  |   |                    |   |  |   |         |   |  |  |       |   
|Mohegan Sun                                                |  | $                                    | 274,165 |   |                                    | $ | 290,079 |          |  | $ | (15,914            | ) |  |      | (5.5 | %) |      | $ | 537,995 |          |  | $ | 572,170            |   |  | $ | (34,175 | ) |  |  | (6.0  | %)
|Mohegan Sun at Pocono Downs                                |  |                                      | 73,779  |   |                                    |   | 62,216  |          |  |   | 11,563             |   |  |      | 18.6 | %  |      |   | 145,554 |          |  |   | 121,936            |   |  |   | 23,618  |   |  |  | 19.4  | % 
|                                                           |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |      |    |      |   |         |          |  |   |                    |   |  |   |         |   |  |  |       |   
|Total                                                      |  | $                                    | 347,944 |   |                                    | $ | 352,295 |          |  | $ | (4,351             | ) |  |      | (1.2 | %) |      | $ | 683,549 |          |  | $ | 694,106            |   |  | $ | (10,557 | ) |  |  | (1.5  | %)
|Income (loss) from operations:                             |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |      |    |      |   |         |          |  |   |                    |   |  |   |         |   |  |  |       |   
|Mohegan Sun                                                |  | $                                    | 53,247  |   |                                    | $ | 52,364  |          |  | $ | 883                |   |  |      | 1.7  | %  |      | $ | 95,791  |          |  | $ | 92,286             |   |  | $ | 3,505   |   |  |  | 3.8   | % 
|Mohegan Sun at Pocono Downs                                |  |                                      | 7,594   |   |                                    |   | 3,891   |          |  |   | 3,703              |   |  |      | 95.2 | %  |      |   | 13,913  |          |  |   | 6,148              |   |  |   | 7,765   |   |  |  | 126.3 | % 
|Corporate                                                  |  |                                      | (3,813  | ) |                                    |   | (4,068  | )        |  |   | 255                |   |  |      | (6.3 | %) |      |   | (8,392  | )        |  |   | (8,417             | ) |  |   | 25      |   |  |  | (0.3  | %)
|                                                           |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |      |    |      |   |         |          |  |   |                    |   |  |   |         |   |  |  |       |   
|Total                                                      |  | $                                    | 57,028  |   |                                    | $ | 52,187  |          |  | $ | 4,841              |   |  |      | 9.3  | %  |      | $ | 101,312 |          |  | $ | 90,017             |   |  | $ | 11,295  |   |  |  | 12.5  | % 
|Net income attributable to Mohegan Tribal Gaming Authority |  | $                                    | 25,208  |   |                                    | $ | 20,027  |          |  | $ | 5,181              |   |  |      | 25.9 | %  |      | $ | 38,138  |          |  | $ | 24,431             |   |  | $ | 13,707  |   |  |  | 56.1  | % 
|Operating margin:                                          |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |      |    |      |   |         |          |  |   |                    |   |  |   |         |   |  |  |       |   
|Mohegan Sun                                                |  |                                      | 19.4    | % |                                    |   | 18.1    | %        |  |   | 1.3                | % |  |      | 7.2  | %  |      |   | 17.8    | %        |  |   | 16.1               | % |  |   | 1.7     | % |  |  | 10.6  | % 
|Mohegan Sun at Pocono Downs                                |  |                                      | 10.3    | % |                                    |   | 6.3     | %        |  |   | 4.0                | % |  |      | 63.5 | %  |      |   | 9.6     | %        |  |   | 5.0                | % |  |   | 4.6     | % |  |  | 92.0  | % 
|Total                                                      |  |                                      | 16.4    | % |                                    |   | 14.8    | %        |  |   | 1.6                | % |  |      | 10.8 | %  |      |   | 14.8    | %        |  |   | 13.0               | % |  |   | 1.8     | % |  |  | 13.8  | % 



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##### Table of Contents

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



| |  |  | cost containment initiatives implemented in September 2010 at Mohegan Sun;
| | - |  | --------------------------------------------------------------------------



| |  |  | the continued weakness in discretionary consumer spending;
| | - |  | ----------------------------------------------------------



| |  |  | an increasingly competitive promotional environment, including increased use of free promotional slot plays;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | the July 2010 addition of table game and poker operations at Mohegan Sun at Pocono Downs; and
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | record snowfall in the Northeast region during January 2011.
| | - |  | ------------------------------------------------------------

Net revenues for the three months and six months ended March 31, 2011 compared to the same periods in the prior year decreased
primarily as a result of declines in gaming and non-gaming revenues at Mohegan Sun. These results were partially offset by the addition of table game and poker revenues from the July 2010 opening of table game and poker operations at Mohegan Sun at
Pocono Downs.

Income from operations for the three months and six months ended March 31, 2011 compared to the same
periods in the prior year increased primarily due to the addition of table game and poker operations at Mohegan Sun at Pocono Downs. The increases in income from operations also were attributable to lower operating costs and expenses at Mohegan Sun
reflecting, in part, cost containment initiatives implemented in September 2010.

Net income attributable to the Authority for
the three months and six months ended March 31, 2011 compared to the same periods in the prior year increased primarily as a result of the increases in income from operations.

Mohegan Sun

Gross Revenues

Gross revenues consisted of the following (in
thousands):



|                                |  |                                      |         |  |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |  |  |   |         |   |  |  |       |   
|------------------------------- |  | ------------------------------------ | ------- |  | ---------------------------------- | - | ------- | -------- |  | - | ------------------ | - |  | ---- | ----- | -- | ---- | - | ------- | -------- |  | - | ------------------ |  |  | - | ------- | - |  |  | ----- | --
|                                |  | For the Three Months Ended March 31, |         |  | For the Six Months Ended March 31, |  
|                                |  | 2011                                 |         |  | 2010                               |   |         | Variance |  |   | PercentageVariance |   |  | 2011 |       |    | 2010 |   |         | Variance |  |   | PercentageVariance | 
|Gaming                          |  | $                                    | 246,442 |  |                                    | $ | 259,728 |          |  | $ | (13,286            | ) |  |      | (5.1  | %) |      | $ | 486,166 |          |  | $ | 512,722            |  |  | $ | (26,556 | ) |  |  | (5.2  | %)
|Food and beverage               |  |                                      | 15,746  |  |                                    |   | 18,920  |          |  |   | (3,174             | ) |  |      | (16.8 | %) |      |   | 31,893  |          |  |   | 38,318             |  |  |   | (6,425  | ) |  |  | (16.8 | %)
|Hotel                           |  |                                      | 8,657   |  |                                    |   | 8,964   |          |  |   | (307               | ) |  |      | (3.4  | %) |      |   | 17,654  |          |  |   | 18,506             |  |  |   | (852    | ) |  |  | (4.6  | %)
|Retail, entertainment and other |  |                                      | 24,760  |  |                                    |   | 26,438  |          |  |   | (1,678             | ) |  |      | (6.3  | %) |      |   | 45,604  |          |  |   | 52,547             |  |  |   | (6,943  | ) |  |  | (13.2 | %)
|                                |  |                                      |         |  |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |  |  |   |         |   |  |  |       |   
|Total                           |  | $                                    | 295,605 |  |                                    | $ | 314,050 |          |  | $ | (18,445            | ) |  |      | (5.9  | %) |      | $ | 581,317 |          |  | $ | 622,093            |  |  | $ | (40,776 | ) |  |  | (6.6  | %)
|                                |  |                                      |         |  |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |  |  |   |         |   |  |  |       |   

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



|                                |  |                                     |       |   |                                   |  |       |      |  |  |       |   |  |  |       |  
|------------------------------- |  | ----------------------------------- | ----- | - | --------------------------------- |  | ----- | ---- |  |  | ----- | - |  |  | ----- | -
|                                |  | For the Three MonthsEnded March 31, |       |   | For the Six MonthsEnded March 31, | 
|                                |  | 2011                                |       |   | 2010                              |  |       | 2011 |  |  | 2010  |  
|Gaming                          |  |                                     | 83.4  | % |                                   |  | 82.7  | %    |  |  | 83.6  | % |  |  | 82.4  | %
|Food and beverage               |  |                                     | 5.3   | % |                                   |  | 6.0   | %    |  |  | 5.5   | % |  |  | 6.2   | %
|Hotel                           |  |                                     | 2.9   | % |                                   |  | 2.9   | %    |  |  | 3.0   | % |  |  | 3.0   | %
|Retail, entertainment and other |  |                                     | 8.4   | % |                                   |  | 8.4   | %    |  |  | 7.9   | % |  |  | 8.4   | %
|                                |  |                                     |       |   |                                   |  |       |      |  |  |       |   |  |  |       |  
|Total                           |  |                                     | 100.0 | % |                                   |  | 100.0 | %    |  |  | 100.0 | % |  |  | 100.0 | %
|                                |  |                                     |       |   |                                   |  |       |      |  |  |       |   |  |  |       |  



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##### Table of Contents

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



|                                               |  |                                      |           |   |                                    |   |           |          |  |   |                    |    |  |      |       |    |      |   |           |          |  |   |                    |   |  |   |          |    |  |  |      |   
|---------------------------------------------- |  | ------------------------------------ | --------- | - | ---------------------------------- | - | --------- | -------- |  | - | ------------------ | -- |  | ---- | ----- | -- | ---- | - | --------- | -------- |  | - | ------------------ | - |  | - | -------- | -- |  |  | ---- | --
|                                               |  | For the Three Months Ended March 31, |           |   | For the Six Months Ended March 31, |  
|                                               |  | 2011                                 |           |   | 2010                               |   |           | Variance |  |   | PercentageVariance |    |  | 2011 |       |    | 2010 |   |           | Variance |  |   | PercentageVariance |  
|Slots:                                         |  |                                      |           |   |                                    |   |           |          |  |   |                    |    |  |      |       |    |      |   |           |          |  |   |                    |   |  |   |          |    |  |  |      |   
|Handle                                         |  | $                                    | 2,182,429 |   |                                    | $ | 2,271,510 |          |  | $ | (89,081            | )  |  |      | (3.9  | %) |      | $ | 4,303,008 |          |  | $ | 4,470,007          |   |  | $ | (166,999 | )  |  |  | (3.7 | %)
|Gross revenues                                 |  | $                                    | 175,310   |   |                                    | $ | 183,469   |          |  | $ | (8,159             | )  |  |      | (4.4  | %) |      | $ | 344,666   |          |  | $ | 363,059            |   |  | $ | (18,393  | )  |  |  | (5.1 | %)
|Net revenues                                   |  | $                                    | 168,306   |   |                                    | $ | 177,072   |          |  | $ | (8,766             | )  |  |      | (5.0  | %) |      | $ | 331,523   |          |  | $ | 350,002            |   |  | $ | (18,479  | )  |  |  | (5.3 | %)
|Free promotional slot plays (1)                |  | $                                    | 16,302    |   |                                    | $ | 14,133    |          |  | $ | 2,169              |    |  |      | 15.3  | %  |      | $ | 28,672    |          |  | $ | 25,507             |   |  | $ | 3,165    |    |  |  | 12.4 | % 
|Weighted average number of machines (in units) |  |                                      | 6,368     |   |                                    |   | 6,428     |          |  |   | (60                | )  |  |      | (0.9  | %) |      |   | 6,386     |          |  |   | 6,575              |   |  |   | (189     | )  |  |  | (2.9 | %)
|Hold percentage (gross)                        |  |                                      | 8.0       | % |                                    |   | 8.1       | %        |  |   | (0.1               | %) |  |      | (1.2  | %) |      |   | 8.0       | %        |  |   | 8.1                | % |  |   | (0.1     | %) |  |  | (1.2 | %)
|Win per unit per day (gross) (in dollars)      |  | $                                    | 306       |   |                                    | $ | 317       |          |  | $ | (11                | )  |  |      | (3.5  | %) |      | $ | 297       |          |  | $ | 303                |   |  | $ | (6       | )  |  |  | (2.0 | %)
|Table games:                                   |  |                                      |           |   |                                    |   |           |          |  |   |                    |    |  |      |       |    |      |   |           |          |  |   |                    |   |  |   |          |    |  |  |      |   
|Drop                                           |  | $                                    | 488,484   |   |                                    | $ | 516,406   |          |  | $ | (27,922            | )  |  |      | (5.4  | %) |      | $ | 992,843   |          |  | $ | 1,038,510          |   |  | $ | (45,667  | )  |  |  | (4.4 | %)
|Revenues                                       |  | $                                    | 73,276    |   |                                    | $ | 77,430    |          |  | $ | (4,154             | )  |  |      | (5.4  | %) |      | $ | 144,818   |          |  | $ | 152,562            |   |  | $ | (7,744   | )  |  |  | (5.1 | %)
|Weighted average number of games (in units)    |  |                                      | 332       |   |                                    |   | 321       |          |  |   | 11                 |    |  |      | 3.4   | %  |      |   | 331       |          |  |   | 321                |   |  |   | 10       |    |  |  | 3.1  | % 
|Hold percentage (2)                            |  |                                      | 15.0      | % |                                    |   | 15.0      | %        |  |   |                   |    |  |      |      |    |      |   | 14.6      | %        |  |   | 14.7               | % |  |   | (0.1     | %) |  |  | (0.7 | %)
|Win per unit per day (in dollars)              |  | $                                    | 2,455     |   |                                    | $ | 2,679     |          |  | $ | (224               | )  |  |      | (8.4  | %) |      | $ | 2,402     |          |  | $ | 2,608              |   |  | $ | (206     | )  |  |  | (7.9 | %)
|Poker:                                         |  |                                      |           |   |                                    |   |           |          |  |   |                    |    |  |      |       |    |      |   |           |          |  |   |                    |   |  |   |          |    |  |  |      |   
|Revenues                                       |  | $                                    | 2,874     |   |                                    | $ | 3,225     |          |  | $ | (351               | )  |  |      | (10.9 | %) |      | $ | 5,841     |          |  | $ | 6,166              |   |  | $ | (325     | )  |  |  | (5.3 | %)
|Weighted average number of tables (in units)   |  |                                      | 42        |   |                                    |   | 42        |          |  |   |                   |    |  |      |      |    |      |   | 42        |          |  |   | 42                 |   |  |   |         |    |  |  |     |   
|Revenue per unit per day (in dollars)          |  | $                                    | 760       |   |                                    | $ | 853       |          |  | $ | (93                | )  |  |      | (10.9 | %) |      | $ | 764       |          |  | $ | 807                |   |  | $ | (43      | )  |  |  | (5.3 | %)



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

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

The following table presents slot data related to Mohegan Suns market area (in thousands, except where noted):



|                                     |  |                                      |         |   |                                    |   |         |          |  |   |                    |    |  |      |      |    |      |   |           |          |  |   |                    |   |  |   |         |    |  |  |      |   
|------------------------------------ |  | ------------------------------------ | ------- | - | ---------------------------------- | - | ------- | -------- |  | - | ------------------ | -- |  | ---- | ---- | -- | ---- | - | --------- | -------- |  | - | ------------------ | - |  | - | ------- | -- |  |  | ---- | --
|                                     |  | For the Three Months Ended March 31, |         |   | For the Six Months Ended March 31, |  
|                                     |  | 2011                                 |         |   | 2010                               |   |         | Variance |  |   | PercentageVariance |    |  | 2011 |      |    | 2010 |   |           | Variance |  |   | PercentageVariance |  
|Northeast slot gaming market (1)(2): |  |                                      |         |   |                                    |   |         |          |  |   |                    |    |  |      |      |    |      |   |           |          |  |   |                    |   |  |   |         |    |  |  |      |   
|Gross revenues                       |  | $                                    | 645,884 |   |                                    | $ | 633,384 |          |  | $ | 12,500             |    |  |      | 2.0  | %  |      | $ | 1,251,799 |          |  | $ | 1,225,354          |   |  | $ | 26,445  |    |  |  | 2.2  | % 
|Mohegan Sun win market share         |  |                                      | 29.7    | % |                                    |   | 31.2    | %        |  |   | (1.5               | %) |  |      | (4.8 | %) |      |   | 29.8      | %        |  |   | 31.7               | % |  |   | (1.9    | %) |  |  | (6.0 | %)
|Mohegan Sun win efficiency           |  |                                      | 112.2   | % |                                    |   | 121.2   | %        |  |   | (9.0               | %) |  |      | (7.4 | %) |      |   | 112.7     | %        |  |   | 121.9              | % |  |   | (9.2    | %) |  |  | (7.5 | %)
|Connecticut slot gaming market (3):  |  |                                      |         |   |                                    |   |         |          |  |   |                    |    |  |      |      |    |      |   |           |          |  |   |                    |   |  |   |         |    |  |  |      |   
|Gross revenues                       |  | $                                    | 330,118 |   |                                    | $ | 341,568 |          |  | $ | (11,450            | )  |  |      | (3.4 | %) |      | $ | 651,369   |          |  | $ | 674,220            |   |  | $ | (22,851 | )  |  |  | (3.4 | %)
|Free promotional slot plays          |  | $                                    | 33,356  |   |                                    | $ | 28,574  |          |  | $ | 4,782              |    |  |      | 16.7 | %  |      | $ | 63,924    |          |  | $ | 51,375             |   |  | $ | 12,549  |    |  |  | 24.4 | % 
|Mohegan Sun win market share         |  |                                      | 53.1    | % |                                    |   | 53.7    | %        |  |   | (0.6               | %) |  |      | (1.1 | %) |      |   | 52.9      | %        |  |   | 53.8               | % |  |   | (0.9    | %) |  |  | (1.7 | %)
|Mohegan Sun win efficiency           |  |                                      | 107.7   | % |                                    |   | 114.3   | %        |  |   | (6.6               | %) |  |      | (5.8 | %) |      |   | 107.4     | %        |  |   | 114.0              | % |  |   | (6.6    | %) |  |  | (5.8 | %)



|(1) | Northeast slot gaming market consists of Mohegan Sun, Foxwoods Resort Casino, Twin River Casino, Newport Grand and Empire City Casino.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes free promotional slot plays. Free promotional slot plays are included in slot handle, but not reflected in slot revenues.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(3) | Connecticut slot gaming market consists of Mohegan Sun and Foxwoods Resort Casino.
|--- | ----------------------------------------------------------------------------------



40



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##### Table of Contents

Gaming revenues for the three months and six months ended March 31, 2011 compared to
the same periods in the prior year decreased primarily due to declines in slot and table games revenues. The declines in slot revenues likely were attributable to the continued weakness in discretionary consumer spending and aggressive promotional
programs by competitors, including increased use of free promotional slot plays. Slot revenues also were negatively impacted by record snowfall in the Northeast region during January 2011. We believe that aggressive promotional programs by
competitors in the states of Rhode Island and New York may have contributed to the decreases in our slot win market share and efficiency in the Northeast slot gaming market. The declines in our slot win efficiency in the Connecticut slot gaming
market were primarily the result of reductions in Foxwoods Resort Casinos weighted average number of slot machines. The decreases in table games revenues for the three months and six months ended March 31, 2011 compared to the same
periods in the prior year were attributable to lower table games drop likely resulting from reduced patron visitation. Table games revenues also were negatively impacted by the record snowfall in the Northeast region during January 2011.

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



|                                           |  |                                      |       |  |                                    |   |       |          |  |   |                    |   |  |      |       |    |      |   |       |          |  |   |                    |  |  |   |      |   |  |  |       |   
|------------------------------------------ |  | ------------------------------------ | ----- |  | ---------------------------------- | - | ----- | -------- |  | - | ------------------ | - |  | ---- | ----- | -- | ---- | - | ----- | -------- |  | - | ------------------ |  |  | - | ---- | - |  |  | ----- | --
|                                           |  | For the Three Months Ended March 31, |       |  | For the Six Months Ended March 31, |  
|                                           |  | 2011                                 |       |  | 2010                               |   |       | Variance |  |   | PercentageVariance |   |  | 2011 |       |    | 2010 |   |       | Variance |  |   | PercentageVariance | 
|Meals served                               |  |                                      | 785   |  |                                    |   | 1,039 |          |  |   | (254               | ) |  |      | (24.4 | %) |      |   | 1,631 |          |  |   | 2,067              |  |  |   | (436 | ) |  |  | (21.1 | %)
|Average price per meal served (in dollars) |  | $                                    | 15.64 |  |                                    | $ | 14.54 |          |  | $ | 1.10               |   |  |      | 7.6   | %  |      | $ | 15.40 |          |  | $ | 14.99              |  |  | $ | 0.41 |   |  |  | 2.7   | % 

Food and beverage revenues
for the three months and six months ended March 31, 2011 compared to the same periods in the prior year decreased primarily due to declines in food revenues of $2.8 million and $5.9 million, respectively. The declines in food revenues resulted
from reductions in the number of meals served at Mohegan Sun-owned food and beverage outlets. The reductions in the number of meals served reflect the consolidation and replacement of certain Mohegan Sun-owned food and beverage outlets with
third-party operators.

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



|                                        |  |                                      |      |   |                                    |   |      |          |  |   |                    |   |  |      |      |    |      |   |      |          |  |   |                    |   |  |   |     |   |  |  |      |   
|--------------------------------------- |  | ------------------------------------ | ---- | - | ---------------------------------- | - | ---- | -------- |  | - | ------------------ | - |  | ---- | ---- | -- | ---- | - | ---- | -------- |  | - | ------------------ | - |  | - | --- | - |  |  | ---- | --
|                                        |  | For the Three Months Ended March 31, |      |   | For the Six Months Ended March 31, |  
|                                        |  | 2011                                 |      |   | 2010                               |   |      | Variance |  |   | PercentageVariance |   |  | 2011 |      |    | 2010 |   |      | Variance |  |   | PercentageVariance |  
|Rooms occupied                          |  |                                      | 102  |   |                                    |   | 101  |          |  |   | 1                  |   |  |      | 1.0  | %  |      |   | 205  |          |  |   | 202                |   |  |   | 3   |   |  |  | 1.5  | % 
|Occupancy rate                          |  |                                      | 96.8 | % |                                    |   | 95.8 | %        |  |   | 1.0                | % |  |      | 1.0  | %  |      |   | 96.1 | %        |  |   | 94.6               | % |  |   | 1.5 | % |  |  | 1.6  | % 
|Average daily room rate (in dollars)    |  | $                                    | 82   |   |                                    | $ | 84   |          |  | $ | (2                 | ) |  |      | (2.4 | %) |      | $ | 83   |          |  | $ | 88                 |   |  | $ | (5  | ) |  |  | (5.7 | %)
|Revenue per available room (in dollars) |  | $                                    | 79   |   |                                    | $ | 81   |          |  | $ | (2                 | ) |  |      | (2.5 | %) |      | $ | 80   |          |  | $ | 83                 |   |  | $ | (3  | ) |  |  | (3.6 | %)

Hotel revenues for the
three months ended March 31, 2011 compared to the same period in the prior year decreased primarily as a result of a shift in hotel occupancy from transient guests to group business, which had the effect of lowering the average daily room rate.
Hotel revenues for the six months ended March 31, 2011 compared to the same period in the prior year decreased primarily as a result of our emphasis on maintaining high hotel occupancy by gaming patrons, which we achieved by reducing the
average daily room rate.



41



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##### Table of Contents

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



|                                            |  |                                      |       |  |                                    |   |       |          |  |   |                    |   |  |      |       |    |      |   |       |          |  |   |                    |  |  |   |       |   |  |  |       |   
|------------------------------------------- |  | ------------------------------------ | ----- |  | ---------------------------------- | - | ----- | -------- |  | - | ------------------ | - |  | ---- | ----- | -- | ---- | - | ----- | -------- |  | - | ------------------ |  |  | - | ----- | - |  |  | ----- | --
|                                            |  | For the Three Months Ended March 31, |       |  | For the Six Months Ended March 31, |  
|                                            |  | 2011                                 |       |  | 2010                               |   |       | Variance |  |   | PercentageVariance |   |  | 2011 |       |    | 2010 |   |       | Variance |  |   | PercentageVariance | 
|Arena events (in events)                    |  |                                      | 26    |  |                                    |   | 28    |          |  |   | (2                 | ) |  |      | (7.1  | %) |      |   | 49    |          |  |   | 58                 |  |  |   | (9    | ) |  |  | (15.5 | %)
|Arena tickets                               |  |                                      | 148   |  |                                    |   | 160   |          |  |   | (12                | ) |  |      | (7.5  | %) |      |   | 267   |          |  |   | 340                |  |  |   | (73   | ) |  |  | (21.5 | %)
|Average price per Arena ticket (in dollars) |  | $                                    | 56.81 |  |                                    | $ | 65.79 |          |  | $ | (8.98              | ) |  |      | (13.6 | %) |      | $ | 51.89 |          |  | $ | 60.47              |  |  | $ | (8.58 | ) |  |  | (14.2 | %)

Retail, entertainment and
other revenues for the three months and six months ended March 31, 2011 compared to the same periods in the prior year decreased primarily due to declines in entertainment revenues of $2.0 million and $6.7 million, respectively. The decreases
in entertainment revenues resulted from declines in the number of Arena tickets and the average price per Arena ticket due to reductions in the number of events held at the Mohegan Sun Arena, including fewer headliner shows.

Promotional Allowances

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



|                                |  |                                      |        |  |                                    |   |        |          |  |   |                    |   |  |      |       |    |      |   |        |          |  |   |                    |  |  |   |        |   |  |  |       |   
|------------------------------- |  | ------------------------------------ | ------ |  | ---------------------------------- | - | ------ | -------- |  | - | ------------------ | - |  | ---- | ----- | -- | ---- | - | ------ | -------- |  | - | ------------------ |  |  | - | ------ | - |  |  | ----- | --
|                                |  | For the Three Months Ended March 31, |        |  | For the Six Months Ended March 31, |  
|                                |  | 2011                                 |        |  | 2010                               |   |        | Variance |  |   | PercentageVariance |   |  | 2011 |       |    | 2010 |   |        | Variance |  |   | PercentageVariance | 
|Food and beverage               |  | $                                    | 6,789  |  |                                    | $ | 8,833  |          |  | $ | (2,044             | ) |  |      | (23.1 | %) |      | $ | 14,018 |          |  | $ | 17,899             |  |  | $ | (3,881 | ) |  |  | (21.7 | %)
|Hotel                           |  |                                      | 3,345  |  |                                    |   | 3,412  |          |  |   | (67                | ) |  |      | (2.0  | %) |      |   | 7,313  |          |  |   | 6,890              |  |  |   | 423    |   |  |  | 6.1   | % 
|Retail, entertainment and other |  |                                      | 11,306 |  |                                    |   | 11,726 |          |  |   | (420               | ) |  |      | (3.6  | %) |      |   | 21,991 |          |  |   | 25,134             |  |  |   | (3,143 | ) |  |  | (12.5 | %)
|                                |  |                                      |        |  |                                    |   |        |          |  |   |                    |   |  |      |       |    |      |   |        |          |  |   |                    |  |  |   |        |   |  |  |       |   
|Total                           |  | $                                    | 21,440 |  |                                    | $ | 23,971 |          |  | $ | (2,531             | ) |  |      | (10.6 | %) |      | $ | 43,322 |          |  | $ | 49,923             |  |  | $ | (6,601 | ) |  |  | (13.2 | %)
|                                |  |                                      |        |  |                                    |   |        |          |  |   |                    |   |  |      |       |    |      |   |        |          |  |   |                    |  |  |   |        |   |  |  |       |   

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



|                                |  |                                      |        |  |                                    |   |        |          |  |   |                    |   |  |      |       |    |      |   |        |          |  |   |                    |  |  |   |        |   |  |  |       |   
|------------------------------- |  | ------------------------------------ | ------ |  | ---------------------------------- | - | ------ | -------- |  | - | ------------------ | - |  | ---- | ----- | -- | ---- | - | ------ | -------- |  | - | ------------------ |  |  | - | ------ | - |  |  | ----- | --
|                                |  | For the Three Months Ended March 31, |        |  | For the Six Months Ended March 31, |  
|                                |  | 2011                                 |        |  | 2010                               |   |        | Variance |  |   | PercentageVariance |   |  | 2011 |       |    | 2010 |   |        | Variance |  |   | PercentageVariance | 
|Food and beverage               |  | $                                    | 7,043  |  |                                    | $ | 9,677  |          |  | $ | (2,634             | ) |  |      | (27.2 | %) |      | $ | 14,356 |          |  | $ | 19,355             |  |  | $ | (4,999 | ) |  |  | (25.8 | %)
|Hotel                           |  |                                      | 2,014  |  |                                    |   | 2,096  |          |  |   | (82                | ) |  |      | (3.9  | %) |      |   | 4,444  |          |  |   | 4,134              |  |  |   | 310    |   |  |  | 7.5   | % 
|Retail, entertainment and other |  |                                      | 9,398  |  |                                    |   | 10,156 |          |  |   | (758               | ) |  |      | (7.5  | %) |      |   | 18,398 |          |  |   | 21,638             |  |  |   | (3,240 | ) |  |  | (15.0 | %)
|                                |  |                                      |        |  |                                    |   |        |          |  |   |                    |   |  |      |       |    |      |   |        |          |  |   |                    |  |  |   |        |   |  |  |       |   
|Total                           |  | $                                    | 18,455 |  |                                    | $ | 21,929 |          |  | $ | (3,474             | ) |  |      | (15.8 | %) |      | $ | 37,198 |          |  | $ | 45,127             |  |  | $ | (7,929 | ) |  |  | (17.6 | %)
|                                |  |                                      |        |  |                                    |   |        |          |  |   |                    |   |  |      |       |    |      |   |        |          |  |   |                    |  |  |   |        |   |  |  |       |   

Promotional allowances for the three months and six months ended March 31, 2011 compared to the same
periods in the prior year decreased primarily due to lower food promotional allowances commensurate with the consolidation and replacement of certain Mohegan Sun-owned food and beverage outlets with third-party operators. The declines in promotional
allowances also reflect lower entertainment promotional allowances as a result of the reductions in the number of events held at the Mohegan Sun Arena.



42



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##### Table of Contents

Operating Costs and Expenses

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



|                                        |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |        |    |      |   |         |          |  |   |                    |  |  |   |         |   |  |  |        |   
|--------------------------------------- |  | ------------------------------------ | ------- | - | ---------------------------------- | - | ------- | -------- |  | - | ------------------ | - |  | ---- | ------ | -- | ---- | - | ------- | -------- |  | - | ------------------ |  |  | - | ------- | - |  |  | ------ | --
|                                        |  | For the Three Months Ended March 31, |         |   | For the Six Months Ended March 31, |  
|                                        |  | 2011                                 |         |   | 2010                               |   |         | Variance |  |   | PercentageVariance |   |  | 2011 |        |    | 2010 |   |         | Variance |  |   | PercentageVariance | 
|Gaming                                  |  | $                                    | 143,659 |   |                                    | $ | 153,435 |          |  | $ | (9,776             | ) |  |      | (6.4   | %) |      | $ | 286,734 |          |  | $ | 310,639            |  |  | $ | (23,905 | ) |  |  | (7.7   | %)
|Food and beverage                       |  |                                      | 8,295   |   |                                    |   | 9,405   |          |  |   | (1,110             | ) |  |      | (11.8  | %) |      |   | 16,549  |          |  |   | 19,088             |  |  |   | (2,539  | ) |  |  | (13.3  | %)
|Hotel                                   |  |                                      | 3,327   |   |                                    |   | 3,467   |          |  |   | (140               | ) |  |      | (4.0   | %) |      |   | 6,493   |          |  |   | 7,077              |  |  |   | (584    | ) |  |  | (8.3   | %)
|Retail, entertainment and other         |  |                                      | 7,675   |   |                                    |   | 9,786   |          |  |   | (2,111             | ) |  |      | (21.6  | %) |      |   | 13,585  |          |  |   | 17,490             |  |  |   | (3,905  | ) |  |  | (22.3  | %)
|Advertising, general and administrative |  |                                      | 40,900  |   |                                    |   | 43,392  |          |  |   | (2,492             | ) |  |      | (5.7   | %) |      |   | 83,398  |          |  |   | 87,707             |  |  |   | (4,309  | ) |  |  | (4.9   | %)
|Depreciation and amortization           |  |                                      | 17,329  |   |                                    |   | 18,230  |          |  |   | (901               | ) |  |      | (4.9   | %) |      |   | 35,192  |          |  |   | 37,841             |  |  |   | (2,649  | ) |  |  | (7.0   | %)
|Severance                               |  |                                      | (267    | ) |                                    |   |        |          |  |   | (267               | ) |  |      | (100.0 | %) |      |   | 253     |          |  |   |                   |  |  |   | 253     |   |  |  | 100.0  | % 
|Pre-opening                             |  |                                      |        |   |                                    |   |        |          |  |   |                   |   |  |      |       |    |      |   |        |          |  |   | 42                 |  |  |   | (42     | ) |  |  | (100.0 | %)
|                                        |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |        |    |      |   |         |          |  |   |                    |  |  |   |         |   |  |  |        |   
|Total                                   |  | $                                    | 220,918 |   |                                    | $ | 237,715 |          |  | $ | (16,797            | ) |  |      | (7.1   | %) |      | $ | 442,204 |          |  | $ | 479,884            |  |  | $ | (37,680 | ) |  |  | (7.9   | %)
|                                        |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |        |    |      |   |         |          |  |   |                    |  |  |   |         |   |  |  |        |   

Gaming costs and expenses for the three months and six months ended March 31, 2011 compared to the same
periods in the prior year decreased primarily as a result of reductions in payroll costs and advertising and promotional expenditures, resulting, in part, from cost containment initiatives implemented in September 2010. The reductions in gaming
costs and expenses also reflect lower non-gaming complimentaries redeemed by casino patrons at Mohegan Sun-owned outlets and reduced Slot Win Contribution payments commensurate with the declines in slot revenues. Expenses associated with the
combined Slot Win Contribution and free promotional slot play contribution totaled $45.5 million and $88.6 million for the three months and six months ended March 31, 2011, respectively, and $46.8 million and $92.1 million for the three months
and six months ended March 31, 2010, respectively. Gaming costs and expenses as a percentage of gaming revenues were 58.3% and 59.0% for the three months and six months ended March 31, 2011, respectively, compared to 59.1% and 60.6% for
the three months and six months ended March 31, 2010, respectively.

Food and beverage costs and expenses for the three
months and six months ended March 31, 2011 compared to the same periods in the prior year decreased primarily due to lower payroll costs and cost of goods sold resulting from the consolidation and replacement of certain Mohegan Sun-owned food
and beverage outlets with third-party operators in connection with our cost containment initiatives implemented in September 2010. These results were partially offset by decreased use of food and beverage complimentaries, resulting in lower amounts
of food and beverage costs being allocated to gaming costs and expenses.

Hotel costs and expenses for the three months and
six months ended March 31, 2011 compared to the same periods in the prior year decreased primarily as a result of lower payroll costs, resulting, in part, from cost containment initiatives implemented in September 2010.

Retail, entertainment and other costs and expenses for the three months and six months ended March 31, 2011 compared to the same
periods in the prior year decreased primarily due to lower direct entertainment costs resulting from the reductions in the number of events held at the Mohegan Sun Arena, including fewer headliner shows. These results were partially offset by
decreased use of retail, entertainment and other complimentaries, resulting in lower amounts of retail, entertainment and other costs and expenses being allocated to gaming costs and expenses.

Advertising, general and administrative costs and expenses for the three months and six months ended March 31, 2011 compared to the
same periods in the prior year decreased primarily as a result of lower payroll costs, resulting, in part, from cost containment initiatives implemented in September 2010. The reductions in advertising, general and administrative costs and expenses
also reflect lower utility expenses.



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Depreciation and amortization expenses for the three months and six months ended
March 31, 2011 compared to the same periods in the prior year decreased primarily due to fully depreciated assets related to Project Sunburst.

Severance for the three months and six months ended March 31, 2011 resulted from adjustments to the initial estimates utilized under our September 2010 workforce reduction plan. Cash payments
commenced in September 2010 and are anticipated to be completed in March 2012. We do not anticipate incurring any additional severance charges in connection with this workforce reduction, other than charges that may arise from adjustments to the
initial estimates utilized under the plan.

Mohegan Sun at Pocono Downs

Gross Revenues

Gross revenues consisted of the following (in thousands):



|                  |  |                                      |        |  |                                    |   |        |          |  |   |                    |  |  |      |      |   |      |   |         |          |  |   |                    |  |  |   |        |  |  |  |      |  
|----------------- |  | ------------------------------------ | ------ |  | ---------------------------------- | - | ------ | -------- |  | - | ------------------ |  |  | ---- | ---- | - | ---- | - | ------- | -------- |  | - | ------------------ |  |  | - | ------ |  |  |  | ---- | -
|                  |  | For the Three Months Ended March 31, |        |  | For the Six Months Ended March 31, |  
|                  |  | 2011                                 |        |  | 2010                               |   |        | Variance |  |   | PercentageVariance |  |  | 2011 |      |   | 2010 |   |         | Variance |  |   | PercentageVariance | 
|Gaming            |  | $                                    | 70,002 |  |                                    | $ | 59,395 |          |  | $ | 10,607             |  |  |      | 17.9 | % |      | $ | 137,935 |          |  | $ | 116,240            |  |  | $ | 21,695 |  |  |  | 18.7 | %
|Food and beverage |  |                                      | 5,483  |  |                                    |   | 3,918  |          |  |   | 1,565              |  |  |      | 39.9 | % |      |   | 11,330  |          |  |   | 7,835              |  |  |   | 3,495  |  |  |  | 44.6 | %
|Retail and other  |  |                                      | 1,618  |  |                                    |   | 1,350  |          |  |   | 268                |  |  |      | 19.9 | % |      |   | 3,220   |          |  |   | 2,679              |  |  |   | 541    |  |  |  | 20.2 | %
|                  |  |                                      |        |  |                                    |   |        |          |  |   |                    |  |  |      |      |   |      |   |         |          |  |   |                    |  |  |   |        |  |  |  |      |  
|Total             |  | $                                    | 77,103 |  |                                    | $ | 64,663 |          |  | $ | 12,440             |  |  |      | 19.2 | % |      | $ | 152,485 |          |  | $ | 126,754            |  |  | $ | 25,731 |  |  |  | 20.3 | %
|                  |  |                                      |        |  |                                    |   |        |          |  |   |                    |  |  |      |      |   |      |   |         |          |  |   |                    |  |  |   |        |  |  |  |      |  

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



|                  |  |                                      |       |   |                                    |  |       |      |  |  |       |   |  |  |       |  
|----------------- |  | ------------------------------------ | ----- | - | ---------------------------------- |  | ----- | ---- |  |  | ----- | - |  |  | ----- | -
|                  |  | For the Three Months Ended March 31, |       |   | For the Six Months Ended March 31, | 
|                  |  | 2011                                 |       |   | 2010                               |  |       | 2011 |  |  | 2010  |  
|Gaming            |  |                                      | 90.8  | % |                                    |  | 91.9  | %    |  |  | 90.5  | % |  |  | 91.7  | %
|Food and beverage |  |                                      | 7.1   | % |                                    |  | 6.1   | %    |  |  | 7.4   | % |  |  | 6.2   | %
|Retail and other  |  |                                      | 2.1   | % |                                    |  | 2.0   | %    |  |  | 2.1   | % |  |  | 2.1   | %
|                  |  |                                      |       |   |                                    |  |       |      |  |  |       |   |  |  |       |  
|Total             |  |                                      | 100.0 | % |                                    |  | 100.0 | %    |  |  | 100.0 | % |  |  | 100.0 | %
|                  |  |                                      |       |   |                                    |  |       |      |  |  |       |   |  |  |       |  



44



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



|                                               |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |           |          |  |   |                    |   |  |   |        |   |  |  |       |   
|---------------------------------------------- |  | ------------------------------------ | ------- | - | ---------------------------------- | - | ------- | -------- |  | - | ------------------ | - |  | ---- | ----- | -- | ---- | - | --------- | -------- |  | - | ------------------ | - |  | - | ------ | - |  |  | ----- | --
|                                               |  | For the Three Months Ended March 31, |         |   | For the Six Months Ended March 31, |  
|                                               |  | 2011                                 |         |   | 2010                               |   |         | Variance |  |   | PercentageVariance |   |  | 2011 |       |    | 2010 |   |           | Variance |  |   | PercentageVariance |  
|Slots:                                         |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |           |          |  |   |                    |   |  |   |        |   |  |  |       |   
|Handle                                         |  | $                                    | 700,634 |   |                                    | $ | 715,069 |          |  | $ | (14,435            | ) |  |      | (2.0  | %) |      | $ | 1,389,992 |          |  | $ | 1,392,832          |   |  | $ | (2,840 | ) |  |  | (0.2  | %)
|Gross revenues                                 |  | $                                    | 56,527  |   |                                    | $ | 54,991  |          |  | $ | 1,536              |   |  |      | 2.8   | %  |      | $ | 110,185   |          |  | $ | 107,542            |   |  | $ | 2,643  |   |  |  | 2.5   | % 
|Net revenues                                   |  | $                                    | 56,492  |   |                                    | $ | 55,092  |          |  | $ | 1,400              |   |  |      | 2.5   | %  |      | $ | 110,144   |          |  | $ | 107,613            |   |  | $ | 2,531  |   |  |  | 2.4   | % 
|Free promotional slot plays (1)                |  | $                                    | 14,632  |   |                                    | $ | 10,765  |          |  | $ | 3,867              |   |  |      | 35.9  | %  |      | $ | 29,840    |          |  | $ | 20,314             |   |  | $ | 9,526  |   |  |  | 46.9  | % 
|Weighted average number of machines (in units) |  |                                      | 2,429   |   |                                    |   | 2,438   |          |  |   | (9                 | ) |  |      | (0.4  | %) |      |   | 2,448     |          |  |   | 2,452              |   |  |   | (4     | ) |  |  | (0.2  | %)
|Hold percentage (gross)                        |  |                                      | 8.1     | % |                                    |   | 7.7     | %        |  |   | 0.4                | % |  |      | 5.2   | %  |      |   | 7.9       | %        |  |   | 7.7                | % |  |   | 0.2    | % |  |  | 2.6   | % 
|Win per unit per day (gross) (in dollars)      |  | $                                    | 259     |   |                                    | $ | 251     |          |  | $ | 8                  |   |  |      | 3.2   | %  |      | $ | 247       |          |  | $ | 241                |   |  | $ | 6      |   |  |  | 2.5   | % 
|Table games (2):                               |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |           |          |  |   |                    |   |  |   |        |   |  |  |       |   
|Drop                                           |  | $                                    | 46,164  |   |                                    | $ |        |          |  | $ | 46,164             |   |  |      | 100.0 | %  |      | $ | 96,001    |          |  | $ |                   |   |  | $ | 96,001 |   |  |  | 100.0 | % 
|Revenues                                       |  | $                                    | 8,776   |   |                                    | $ |        |          |  | $ | 8,776              |   |  |      | 100.0 | %  |      | $ | 17,973    |          |  | $ |                   |   |  | $ | 17,973 |   |  |  | 100.0 | % 
|Weighted average number of games (in units)    |  |                                      | 66      |   |                                    |   |        |          |  |   | 66                 |   |  |      | 100.0 | %  |      |   | 66        |          |  |   |                   |   |  |   | 66     |   |  |  | 100.0 | % 
|Hold percentage (3)                            |  |                                      | 19.0    | % |                                    |   |        |          |  |   | 19.0               | % |  |      | 100.0 | %  |      |   | 18.7      | %        |  |   |                   |   |  |   | 18.7   | % |  |  | 100.0 | % 
|Win per unit per day (in dollars)              |  | $                                    | 1,477   |   |                                    | $ |        |          |  | $ | 1,477              |   |  |      | 100.0 | %  |      | $ | 1,495     |          |  | $ |                   |   |  | $ | 1,495  |   |  |  | 100.0 | % 
|Poker (2):                                     |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |           |          |  |   |                    |   |  |   |        |   |  |  |       |   
|Revenues                                       |  | $                                    | 1,078   |   |                                    | $ |        |          |  | $ | 1,078              |   |  |      | 100.0 | %  |      | $ | 2,148     |          |  | $ |                   |   |  | $ | 2,148  |   |  |  | 100.0 | % 
|Weighted average number of tables (in units)   |  |                                      | 18      |   |                                    |   |        |          |  |   | 18                 |   |  |      | 100.0 | %  |      |   | 18        |          |  |   |                   |   |  |   | 18     |   |  |  | 100.0 | % 
|Revenue per unit per day (in dollars)          |  | $                                    | 665     |   |                                    | $ |        |          |  | $ | 665                |   |  |      | 100.0 | %  |      | $ | 656       |          |  | $ |                   |   |  | $ | 656    |   |  |  | 100.0 | % 



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

|(2) | Table game and poker operations commenced on July 13, 2010.
|--- | -----------------------------------------------------------

|(3) | Table games hold percentage is relatively predictable over longer periods of time, but can significantly fluctuate over shorter periods.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

The following table presents slot data related to Mohegan Sun at Pocono Downs market area (in thousands, except where noted):



|                                                  |  |                                      |         |   |                                    |   |         |          |  |   |                    |    |  |      |      |    |      |   |         |          |  |   |                    |   |  |   |        |    |  |  |      |   
|------------------------------------------------- |  | ------------------------------------ | ------- | - | ---------------------------------- | - | ------- | -------- |  | - | ------------------ | -- |  | ---- | ---- | -- | ---- | - | ------- | -------- |  | - | ------------------ | - |  | - | ------ | -- |  |  | ---- | --
|                                                  |  | For the Three Months Ended March 31, |         |   | For the Six Months Ended March 31, |  
|                                                  |  | 2011                                 |         |   | 2010                               |   |         | Variance |  |   | PercentageVariance |    |  | 2011 |      |    | 2010 |   |         | Variance |  |   | PercentageVariance |  
|Northeastern Pennsylvania slot gaming market (1): |  |                                      |         |   |                                    |   |         |          |  |   |                    |    |  |      |      |    |      |   |         |          |  |   |                    |   |  |   |        |    |  |  |      |   
|Gross revenues                                    |  | $                                    | 155,631 |   |                                    | $ | 152,098 |          |  | $ | 3,533              |    |  |      | 2.3  | %  |      | $ | 306,050 |          |  | $ | 292,273            |   |  | $ | 13,777 |    |  |  | 4.7  | % 
|Free promotional slot plays (2)                   |  | $                                    | 47,924  |   |                                    | $ | 38,558  |          |  | $ | 9,366              |    |  |      | 24.3 | %  |      | $ | 94,665  |          |  | $ | 75,350             |   |  | $ | 19,315 |    |  |  | 25.6 | % 
|Mohegan Sun at Pocono Downs win market share      |  |                                      | 36.3    | % |                                    |   | 36.2    | %        |  |   | 0.1                | %  |  |      | 0.3  | %  |      |   | 36.0    | %        |  |   | 36.8               | % |  |   | (0.8   | %) |  |  | (2.2 | %)
|Mohegan Sun at Pocono Downs win efficiency        |  |                                      | 117.4   | % |                                    |   | 120.3   | %        |  |   | (2.9               | %) |  |      | (2.4 | %) |      |   | 116.2   | %        |  |   | 120.0              | % |  |   | (3.8   | %) |  |  | (3.2 | %)



|(1) | Northeastern Pennsylvania slot gaming market consists of Mohegan Sun at Pocono Downs, Mount Airy Resort Casino and Sands Casino Resort Bethlehem.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Free promotional slot plays are included in slot handle, but not reflected in slot revenues.
|--- | --------------------------------------------------------------------------------------------



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Gaming revenues for the three months and six months ended March 31, 2011 compared to
the same periods in the prior year increased primarily due to the addition of table game and poker revenues from the July 2010 opening of table game and poker operations. The growth in gaming revenues also reflects higher slot revenues resulting
from increased gross slot hold percentage. Slot revenues were positively impacted by the addition of table game and poker operations, which resulted in increased patron visitation to the facility. Slot revenues were negatively impacted by record
snowfall in the Northeast region during January 2011.

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



|                                           |  |                                      |       |  |                                    |   |       |          |  |   |                    |  |  |      |      |   |      |   |       |          |  |   |                    |  |  |   |      |  |  |  |      |  
|------------------------------------------ |  | ------------------------------------ | ----- |  | ---------------------------------- | - | ----- | -------- |  | - | ------------------ |  |  | ---- | ---- | - | ---- | - | ----- | -------- |  | - | ------------------ |  |  | - | ---- |  |  |  | ---- | -
|                                           |  | For the Three Months Ended March 31, |       |  | For the Six Months Ended March 31, |  
|                                           |  | 2011                                 |       |  | 2010                               |   |       | Variance |  |   | PercentageVariance |  |  | 2011 |      |   | 2010 |   |       | Variance |  |   | PercentageVariance | 
|Meals served                               |  |                                      | 166   |  |                                    |   | 150   |          |  |   | 16                 |  |  |      | 10.7 | % |      |   | 359   |          |  |   | 296                |  |  |   | 63   |  |  |  | 21.3 | %
|Average price per meal served (in dollars) |  | $                                    | 14.83 |  |                                    | $ | 12.03 |          |  | $ | 2.80               |  |  |      | 23.3 | % |      | $ | 14.90 |          |  | $ | 12.54              |  |  | $ | 2.36 |  |  |  | 18.8 | %

Food and beverage revenues
for the three months and six months ended March 31, 2011 compared to the same periods in the prior year increased primarily due to increased patron visitation to the facility following the addition of table game and poker operations. The
increases in food and beverage revenues also reflect the operations of an additional Mohegan Sun at Pocono Downs-owned food and beverage outlet.

Retail and other revenues for the three months and six months ended March 31, 2011 compared to the same periods in the prior year increased primarily as a result of increased patron visitation to the
facility following the addition of table game and poker operations.

Promotional Allowances

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



|                  |  |                                      |       |  |                                    |   |       |          |  |   |                    |  |  |      |      |   |      |   |       |          |  |   |                    |  |  |   |       |  |  |  |      |  
|----------------- |  | ------------------------------------ | ----- |  | ---------------------------------- | - | ----- | -------- |  | - | ------------------ |  |  | ---- | ---- | - | ---- | - | ----- | -------- |  | - | ------------------ |  |  | - | ----- |  |  |  | ---- | -
|                  |  | For the Three Months Ended March 31, |       |  | For the Six Months Ended March 31, |  
|                  |  | 2011                                 |       |  | 2010                               |   |       | Variance |  |   | PercentageVariance |  |  | 2011 |      |   | 2010 |   |       | Variance |  |   | PercentageVariance | 
|Food and beverage |  | $                                    | 3,014 |  |                                    | $ | 2,210 |          |  | $ | 804                |  |  |      | 36.4 | % |      | $ | 6,302 |          |  | $ | 4,343              |  |  | $ | 1,959 |  |  |  | 45.1 | %
|Retail            |  |                                      | 310   |  |                                    |   | 237   |          |  |   | 73                 |  |  |      | 30.8 | % |      |   | 629   |          |  |   | 475                |  |  |   | 154   |  |  |  | 32.4 | %
|                  |  |                                      |       |  |                                    |   |       |          |  |   |                    |  |  |      |      |   |      |   |       |          |  |   |                    |  |  |   |       |  |  |  |      |  
|Total             |  | $                                    | 3,324 |  |                                    | $ | 2,447 |          |  | $ | 877                |  |  |      | 35.8 | % |      | $ | 6,931 |          |  | $ | 4,818              |  |  | $ | 2,113 |  |  |  | 43.9 | %
|                  |  |                                      |       |  |                                    |   |       |          |  |   |                    |  |  |      |      |   |      |   |       |          |  |   |                    |  |  |   |       |  |  |  |      |  

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



|                  |  |                                      |       |  |                                    |   |       |          |  |   |                    |  |  |      |      |   |      |   |       |          |  |   |                    |  |  |   |       |  |  |  |      |  
|----------------- |  | ------------------------------------ | ----- |  | ---------------------------------- | - | ----- | -------- |  | - | ------------------ |  |  | ---- | ---- | - | ---- | - | ----- | -------- |  | - | ------------------ |  |  | - | ----- |  |  |  | ---- | -
|                  |  | For the Three Months Ended March 31, |       |  | For the Six Months Ended March 31, |  
|                  |  | 2011                                 |       |  | 2010                               |   |       | Variance |  |   | PercentageVariance |  |  | 2011 |      |   | 2010 |   |       | Variance |  |   | PercentageVariance | 
|Food and beverage |  | $                                    | 2,578 |  |                                    | $ | 1,955 |          |  | $ | 623                |  |  |      | 31.9 | % |      | $ | 5,035 |          |  | $ | 3,900              |  |  | $ | 1,135 |  |  |  | 29.1 | %
|Retail            |  |                                      | 395   |  |                                    |   | 371   |          |  |   | 24                 |  |  |      | 6.5  | % |      |   | 815   |          |  |   | 742                |  |  |   | 73    |  |  |  | 9.8  | %
|                  |  |                                      |       |  |                                    |   |       |          |  |   |                    |  |  |      |      |   |      |   |       |          |  |   |                    |  |  |   |       |  |  |  |      |  
|Total             |  | $                                    | 2,973 |  |                                    | $ | 2,326 |          |  | $ | 647                |  |  |      | 27.8 | % |      | $ | 5,850 |          |  | $ | 4,642              |  |  | $ | 1,208 |  |  |  | 26.0 | %
|                  |  |                                      |       |  |                                    |   |       |          |  |   |                    |  |  |      |      |   |      |   |       |          |  |   |                    |  |  |   |       |  |  |  |      |  

Promotional allowances for the three months and six months ended March 31, 2011 compared to the same
periods in the prior year increased primarily due to higher redemptions under the Players Club program at food and beverage outlets.



46



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##### Table of Contents

Operating Costs and Expenses

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



|                                        |  |                                      |        |  |                                    |   |        |          |  |   |                    |   |  |      |        |    |      |   |         |          |  |   |                    |  |  |   |        |   |  |  |        |   
|--------------------------------------- |  | ------------------------------------ | ------ |  | ---------------------------------- | - | ------ | -------- |  | - | ------------------ | - |  | ---- | ------ | -- | ---- | - | ------- | -------- |  | - | ------------------ |  |  | - | ------ | - |  |  | ------ | --
|                                        |  | For the Three Months Ended March 31, |        |  | For the Six Months Ended March 31, |  
|                                        |  | 2011                                 |        |  | 2010                               |   |        | Variance |  |   | PercentageVariance |   |  | 2011 |        |    | 2010 |   |         | Variance |  |   | PercentageVariance | 
|Gaming                                  |  | $                                    | 51,334 |  |                                    | $ | 44,498 |          |  | $ | 6,836              |   |  |      | 15.4   | %  |      | $ | 101,590 |          |  | $ | 88,112             |  |  | $ | 13,478 |   |  |  | 15.3   | % 
|Food and beverage                       |  |                                      | 2,100  |  |                                    |   | 1,380  |          |  |   | 720                |   |  |      | 52.2   | %  |      |   | 3,891   |          |  |   | 2,881              |  |  |   | 1,010  |   |  |  | 35.1   | % 
|Retail, entertainment and other         |  |                                      | 278    |  |                                    |   | 237    |          |  |   | 41                 |   |  |      | 17.3   | %  |      |   | 581     |          |  |   | 487                |  |  |   | 94     |   |  |  | 19.3   | % 
|Advertising, general and administrative |  |                                      | 7,228  |  |                                    |   | 6,425  |          |  |   | 803                |   |  |      | 12.5   | %  |      |   | 15,024  |          |  |   | 12,723             |  |  |   | 2,301  |   |  |  | 18.1   | % 
|Depreciation and amortization           |  |                                      | 5,245  |  |                                    |   | 5,299  |          |  |   | (54                | ) |  |      | (1.0   | %) |      |   | 10,555  |          |  |   | 11,099             |  |  |   | (544   | ) |  |  | (4.9   | %)
|Pre-opening                             |  |                                      |       |  |                                    |   | 486    |          |  |   | (486               | ) |  |      | (100.0 | %) |      |   |        |          |  |   | 486                |  |  |   | (486   | ) |  |  | (100.0 | %)
|                                        |  |                                      |        |  |                                    |   |        |          |  |   |                    |   |  |      |        |    |      |   |         |          |  |   |                    |  |  |   |        |   |  |  |        |   
|Total                                   |  | $                                    | 66,185 |  |                                    | $ | 58,325 |          |  | $ | 7,860              |   |  |      | 13.5   | %  |      | $ | 131,641 |          |  | $ | 115,788            |  |  | $ | 15,853 |   |  |  | 13.7   | % 
|                                        |  |                                      |        |  |                                    |   |        |          |  |   |                    |   |  |      |        |    |      |   |         |          |  |   |                    |  |  |   |        |   |  |  |        |   

Gaming costs and expenses for the three months and six months ended March 31, 2011 compared to the same
periods in the prior year increased primarily as a result of additional operating costs and expenses to support table game and poker operations, including payroll costs and expenses associated with the Pennsylvania Table Game Tax. The increases in
gaming costs and expenses also reflect higher Pennsylvania Slot Machine Tax commensurate with the growth in slot revenues and increased non-gaming complimentaries redeemed by casino patrons at Mohegan Sun at Pocono Downs-owned outlets. Expenses
associated with the Pennsylvania Slot Machine Tax totaled $32.3 million and $63.1 million for the three months and six months ended March 31, 2011, respectively, and $31.6 million and $61.9 million for the three months and six months ended
March 31, 2010, respectively. Expenses associated with the Pennsylvania Table Game Tax totaled $1.6 million and $3.2 million for the three months and six months ended March 31, 2011, respectively. Gaming costs and expenses as a percentage
of gaming revenues were 73.3% and 73.7% for the three months and six months ended March 31, 2011, respectively, compared to 74.9% and 75.8% for the three months and six months ended March 31, 2010, respectively.

Food and beverage costs and expenses for the three months and six months ended March 31, 2011 compared to the same periods in the
prior year increased primarily due to higher cost of goods sold and labor costs commensurate with the growth in food and beverage revenues and the operations of the additional Mohegan Sun at Pocono Downs-owned food and beverage outlet, partially
offset by increased use of food and beverage complimentaries, resulting in higher amounts of food and beverage costs being allocated to gaming costs and expenses.

Retail, entertainment and other costs and expenses for the three months and six months ended March 31, 2011 compared to the same periods in the prior year increased primarily as a result of higher
cost of goods sold commensurate with the growth in retail and other revenues, partially offset by increased use of retail complimentaries, resulting in higher amounts of retail costs being allocated to gaming costs and expenses.

Advertising, general and administrative costs and expenses for the three months and six months ended March 31, 2011 compared to the
same periods in the prior year increased primarily due to additional costs and expenses to support table game and poker operations.

Depreciation and amortization expenses for the three months and six months ended March 31, 2011 compared to the same periods in the prior year decreased primarily as a result of fully depreciated
assets related to the Phase I facility.



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Corporate Expenses and Other Income (Expense)

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



|                                                          |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |   |  |   |        |   |  |  |        |   
|--------------------------------------------------------- |  | ------------------------------------ | ------- | - | ---------------------------------- | - | ------- | -------- |  | - | ------------------ | - |  | ---- | ----- | -- | ---- | - | ------- | -------- |  | - | ------------------ | - |  | - | ------ | - |  |  | ------ | --
|                                                          |  | For the Three Months Ended March 31, |         |   | For the Six Months Ended March 31, |  
|                                                          |  | 2011                                 |         |   | 2010                               |   |         | Variance |  |   | PercentageVariance |   |  | 2011 |       |    | 2010 |   |         | Variance |  |   | PercentageVariance |  
|Corporate expenses:                                       |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |   |  |   |        |   |  |  |        |   
|Corporate                                                 |  | $                                    | 3,771   |   |                                    | $ | 4,048   |          |  | $ | (277               | ) |  |      | (6.8  | %) |      | $ | 8,307   |          |  | $ | 8,377              |   |  | $ | (70    | ) |  |  | (0.8   | %)
|Depreciation and amortization                             |  |                                      | 41      |   |                                    |   | 20      |          |  |   | 21                 |   |  |      | 105.0 | %  |      |   | 83      |          |  |   | 40                 |   |  |   | 43     |   |  |  | 107.5  | % 
|Severance                                                 |  |                                      | 1       |   |                                    |   |        |          |  |   | 1                  |   |  |      | 100.0 | %  |      |   | 2       |          |  |   |                   |   |  |   | 2      |   |  |  | 100.0  | % 
|                                                          |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |   |  |   |        |   |  |  |        |   
|Total Corporate expenses                                  |  | $                                    | 3,813   |   |                                    | $ | 4,068   |          |  | $ | (255               | ) |  |      | (6.3  | %) |      | $ | 8,392   |          |  | $ | 8,417              |   |  | $ | (25    | ) |  |  | (0.3   | %)
|                                                          |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |   |  |   |        |   |  |  |        |   
|Other income (expense):                                   |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |   |  |   |        |   |  |  |        |   
|Accretion of discount to the relinquishment liability (1) |  | $                                    | (2,841  | ) |                                    | $ | (3,857  | )        |  | $ | 1,016              |   |  |      | (26.3 | %) |      | $ | (5,683  | )        |  | $ | (7,713             | ) |  | $ | 2,030  |   |  |  | (26.3  | %)
|Interest income (2)                                       |  |                                      | 618     |   |                                    |   | 620     |          |  |   | (2                 | ) |  |      | (0.3  | %) |      |   | 1,398   |          |  |   | 1,352              |   |  |   | 46     |   |  |  | 3.4    | % 
|Interest expense, net of capitalized interest             |  |                                      | (29,713 | ) |                                    |   | (29,319 | )        |  |   | (394               | ) |  |      | 1.3   | %  |      |   | (59,459 | )        |  |   | (57,868            | ) |  |   | (1,591 | ) |  |  | 2.7    | % 
|Loss on early extinguishment of debt (3)                  |  |                                      |        |   |                                    |   |        |          |  |   |                   |   |  |      |      |    |      |   |        |          |  |   | (1,584             | ) |  |   | 1,584  |   |  |  | (100.0 | %)
|Write-off of debt issuance costs (4)                      |  |                                      |        |   |                                    |   |        |          |  |   |                   |   |  |      |      |    |      |   |        |          |  |   | (338               | ) |  |   | 338    |   |  |  | (100.0 | %)
|Other expense, net                                        |  |                                      | (349    | ) |                                    |   | (147    | )        |  |   | (202               | ) |  |      | 137.4 | %  |      |   | (344    | )        |  |   | (491               | ) |  |   | 147    |   |  |  | (29.9  | %)
|                                                          |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |   |  |   |        |   |  |  |        |   
|Total other expense                                       |  | $                                    | (32,285 | ) |                                    | $ | (32,703 | )        |  | $ | 418                |   |  |      | (1.3  | %) |      | $ | (64,088 | )        |  | $ | (66,642            | ) |  | $ | 2,554  |   |  |  | (3.8   | %)
|                                                          |  |                                      |         |   |                                    |   |         |          |  |   |                    |   |  |      |       |    |      |   |         |          |  |   |                    |   |  |   |        |   |  |  |        |   



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

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

|(3) | Represents unamortized debt issuance costs written-off upon the early extinguishment of a then-existing term loan under the bank credit facility.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Represents unamortized debt issuance costs written-off upon the amendment of the bank credit facility.
|--- | ------------------------------------------------------------------------------------------------------

Total Corporate costs and expenses for the three months and six months ended March 31, 2011 compared to the same periods in the
prior year decreased primarily due to lower professional expenditures.

Interest expense, net of capitalized interest, for the
three months and six months ended March 31, 2011 compared to the same periods in the prior year increased primarily as a result of higher weighted average interest rate. Weighted average interest rate was 7.2% and 7.1% for the three months and
six months ended March 31, 2011, respectively, compared to 7.0% and 6.9% for the three months and six months ended March 31, 2010, respectively. Weighted average outstanding debt was $1.66 billion and $1.67 billion for the three months and
six months ended March 31, 2011, respectively, compared to $1.68 billion for each of the three months and six months ended March 31, 2010.

Seasonality

The gaming market in the Northeastern United States is
seasonal in nature, with the peak gaming activities often occurring at Mohegan Sun and Mohegan Sun at Pocono Downs during the months of May through August. Accordingly, the results of operations for the three months and six months ended
March 31, 2011 are not necessarily indicative of operating results for other interim periods or an entire fiscal year.



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Liquidity and Capital Resources

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



|                                          |  |                                    |         |   |      |   |         |          |  |   |                    |   |  |  |       |   
|----------------------------------------- |  | ---------------------------------- | ------- | - | ---- | - | ------- | -------- |  | - | ------------------ | - |  |  | ----- | --
|                                          |  | For the Six Months Ended March 31, |        
|                                          |  | 2011                               |         |   | 2010 |   |         | Variance |  |   | PercentageVariance |  
|Net cash provided by operating activities |  | $                                  | 86,131  |   |      | $ | 93,725  |          |  | $ | (7,594             | ) |  |  | (8.1  | %)
|Net cash used in investing activities     |  |                                    | (23,456 | ) |      |   | (26,226 | )        |  |   | 2,770              |   |  |  | (10.6 | %)
|Net cash used in financing activities     |  |                                    | (61,854 | ) |      |   | (64,201 | )        |  |   | 2,347              |   |  |  | (3.7  | %)
|                                          |  |                                    |         |   |      |   |         |          |  |   |                    |   |  |  |       |   
|Net increase in cash and cash equivalents |  | $                                  | 821     |   |      | $ | 3,298   |          |  | $ | (2,477             | ) |  |  | (75.1 | %)
|                                          |  |                                    |         |   |      |   |         |          |  |   |                    |   |  |  |       |   

As of March 31, 2011 and September 30, 2010, we held cash and cash equivalents of $64.7 million
and $63.9 million, respectively. As a result of the cash-based nature of our business, operating cash flow levels tend to follow trends in our operating income, excluding the effects of non-cash charges, such as depreciation and amortization,
accretion of discounts and relinquishment liability reassessments. The decrease in cash provided by operating activities for the six months ended March 31, 2011 compared to the same period in the prior year was primarily attributable to higher
working capital requirements, partially offset by increased operating income after adjustments for non-cash items.

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



| |  |  | reduced discretionary spending on activities such as gaming, leisure and hospitality;
| | - |  | -------------------------------------------------------------------------------------



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



| |  |  | unfavorable weather conditions;
| | - |  | -------------------------------



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



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



| |  |  | an act of terrorism on the United States.
| | - |  | -----------------------------------------

In addition to cash flows from operations, we have relied on external sources of liquidity to meet our capital requirements. As discussed below, at March 31, 2011, our fixed charge coverage ratio, as
defined under our senior and senior subordinated note indentures, was below 2.0 to 1.0 and, accordingly, our ability to incur additional indebtedness or refinance or replace existing outstanding indebtedness is limited, which could adversely impact
our ability to meet our capital requirements.

The decrease in cash used in investing activities for the six months ended
March 31, 2011 compared to the same period in the prior year primarily resulted from lower capital expenditures. The decrease in cash used in financing activities for the six months ended March 31, 2011 compared to the same period in the
prior year was primarily attributable to lower distributions to the Tribe and capitalized debt issuance costs, partially offset by reduced total net borrowings.



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Cost Containment Initiatives

In September 2010, we implemented certain cost containment initiatives in an effort to better align operating costs with market and
business conditions, including a reduction of our workforce in Uncasville, Connecticut by approximately 475 positions. In addition, we implemented a number of other cost containment initiatives, including modifications to employee medical benefits,
consolidation of certain Mohegan Sun-owned food and beverage outlets and replacement of certain other Mohegan Sun-owned food and beverage outlets with third-party operators. We estimate that these cost containment initiatives yielded consolidated
labor and operating cost savings totaling approximately $8.2 million and $16.5 million for the three months and six months ended March 31, 2011, respectively. Consolidated labor and operating cost savings for fiscal 2011 are forecasted to
approximate $30.0 million.

External Sources of Liquidity

Notes

We substantially financed the construction and expansion of Mohegan Sun, as well as the acquisition of the Pennsylvania entities and the expansion of Mohegan Sun at Pocono Downs, with proceeds from the
issuance of notes and borrowings under our bank credit facilities. As of March 31, 2011, we had outstanding:



| |  |  | $200.0 million in 111/2% second lien senior secured notes due November 1, 2017, or the 2009 second lien senior secured notes;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | $250.0 million in 61/8% senior unsecured notes due February 15, 2013, or the 2005 senior unsecured notes;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | $2.0 million in 83/8% senior subordinated notes due July 1, 2011, or the 2001 senior subordinated notes;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | $250.0 million in 8% senior subordinated notes due April 1, 2012, or the 2002 senior subordinated notes;
| | - |  | --------------------------------------------------------------------------------------------------------



| |  |  | $225.0 million in 71/8% senior subordinated notes due August 15, 2014, or the 2004 senior subordinated notes; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | $150.0 million in 67/8% senior subordinated notes due February 15, 2015, or the 2005 senior subordinated notes.
| | - |  | ---------------------------------------------------------------------------------------------------------------

These notes are fully and unconditionally guaranteed, jointly and severally, by MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania
entities, Mohegan Golf, MVW, WTG and MTGA Gaming, except for the 2001 senior subordinated notes, which are fully and unconditionally guaranteed solely by MBC.

The senior and senior subordinated note indentures contain certain non-financial and financial covenant requirements with which we and the Tribe must comply. The non-financial covenant requirements
include, among other things, reporting obligations, compliance with laws and regulations, maintenance of licenses and insurances and our continued existence. The financial covenant requirements include, among other things, limitations on our ability
to make restricted payments, as defined under the note indentures, and incur additional indebtedness. Under these financial covenant requirements, we are generally able to make restricted payments, including distributions to the Tribe, and incur
additional indebtedness that otherwise may be restricted, provided our fixed charge coverage ratio is at least 2.0 to 1.0. At any time our fixed charge coverage ratio falls below 2.0 to 1.0, our ability to make restricted payments and incur
additional indebtedness is limited and subject to other applicable exceptions under the note indentures. As of March 31, 2011, our fixed charge coverage ratio was below 2.0 to 1.0. Accordingly, our ability to make restricted payments, including
distributions to the Tribe, is limited. Additionally, while we may continue to borrow under our bank credit facility pursuant to exceptions contained in the note indentures, our ability to incur other additional indebtedness to raise capital also is
limited. Further, while our fixed charge coverage ratio remains below 2.0 to 1.0, we are unable to refinance our outstanding subordinated indebtedness with senior indebtedness without waivers or consents from certain of our creditors, thus limiting
the options available to us to refinance or replace our outstanding indebtedness. We can



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provide no assurance that we will be able to obtain such waivers or consents or that we will be able to refinance or replace our outstanding indebtedness or that financing options available to
us, if any, will be on favorable or acceptable terms.

As of March 31, 2011, we and the Tribe were in compliance with all
respective covenant requirements under the senior and senior subordinated note indentures.

On May 9, 2011, Moodys
Investors Services lowered its credit ratings on the 2009 second lien senior secured notes from B3 to Caa2, the 2005 senior unsecured notes from Caa1 to Caa2 and the senior subordinated notes from Caa3 to Ca. These actions primarily reflected our
recent operating results and upcoming refinancing needs. These lowered credit ratings may adversely impact our ability to access the debt capital markets in the future and, if we are able to access the debt capital markets, likely would increase our
cost of capital for the issuance of new debt as compared to costs incurred by us in prior financing transactions. We also could be subject to more restrictive covenants and other terms in connection with any such debt issuance.

Bank Credit Facility

In October 2009, we entered into an amendment to the terms of our bank credit facility. The bank credit facility provides for a revolving loan and letter of credit borrowing capacity of up to $675.0
million from a syndicate of financial institutions and commercial banks, with Bank of America, N.A., serving as Administrative Agent. The bank credit facility has no mandatory amortization provision and is payable in full on the maturity date,
March 9, 2012. As of March 31, 2011, $493.0 million was drawn on the bank credit facility. As of March 31, 2011, letters of credit issued under the bank credit facility totaled $3.2 million, of which no amount was drawn. Inclusive of
letters of credit, which reduce borrowing availability under the bank credit facility, and after taking into account restrictive financial covenant requirements under the bank credit facility, line of credit and note indentures, we had approximately
$47.0 million of borrowing capacity under the bank credit facility as of March 31, 2011.

Under the bank credit facility,
at our option, each advance of loan proceeds accrues interest on the basis of a base rate or on the basis of a one-month, two-month, three-month, six-month or twelve-month Eurodollar rate, plus in either case, an applicable rate based on our total
leverage ratio, as each term is defined under the bank credit facility. We also pay commitment fees for the unused portion of borrowing capacity under the bank credit facility on a quarterly basis equal to the product obtained by multiplying the
applicable rate for commitment fees by the average daily unused borrowing capacity for that calendar quarter. The applicable rate for base rate loans is between 1.25% and 2.75%. The applicable rate for Eurodollar rate loans is between 2.50% and
4.00%. The applicable rate for commitment fees is between 0.20% and 0.50%. The base rate is the higher of Bank of Americas announced prime rate, the Eurodollar rate for one-month contracts plus 1.25% or the federal funds rate plus 0.50%.
Interest on base rate loans is payable quarterly in arrears. Interest on Eurodollar rate loans is payable at the end of each applicable interest period or quarterly in arrears, if earlier. As of March 31, 2011, we had $5.0 million in base rate
loans and $488.0 million in Eurodollar rate loans outstanding. The base rate loans outstanding at March 31, 2011 were based on Bank of Americas prime rate of 3.25% plus an applicable rate of 2.75%. The Eurodollar rate loans outstanding at
March 31, 2011 were based on a one-month Eurodollar rate of 0.25% plus an applicable rate of 4.0%. The applicable rate for commitment fees was 0.50% as of March 31, 2011.

The bank credit facility is collateralized by a first priority lien on substantially all of our assets, including the assets that
comprise Mohegan Sun at Pocono Downs and a leasehold mortgage on the land and improvements that comprise Mohegan Sun. We also are required to pledge additional assets as collateral for the bank credit facility as we or our existing and future
guarantor subsidiaries acquire them. Our obligations under the bank credit facility are fully and unconditionally guaranteed, jointly and severally, by MBC, Mohegan Ventures-NW, MCV-PA, the Pennsylvania entities, Mohegan Golf, MVW, WTG and MTGA
Gaming. The bank credit facility includes non-financial covenant requirements of the types customarily found in loan agreements for similar



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transactions. The bank credit facility also subjects us to a number of restrictive financial covenant requirements. These financial covenants relate to, among other things, a minimum fixed charge
coverage ratio, maximum total leverage and senior leverage ratios and maximum capital expenditures. The levels of these covenants as of March 31, 2011 through the remaining term of the bank credit facility, are as follows:

Our minimum fixed charge coverage ratio covenant, as defined under the bank credit facility, is as follows:



|                              |  |  |           | 
|----------------------------- |  |  | --------- | 
|Fiscal Quarters Ending:       |  |  |          
|March 31, 2011 and thereafter |  |  | 1.10:1.00 | 

Our maximum total
leverage ratio covenant, or ratio of total debt to annualized EBITDA, as such terms are defined under the bank credit facility, is as follows:



|                                 |  |  |           | 
|-------------------------------- |  |  | --------- | 
|Fiscal Quarters Ending:          |  |  |          
|March 31, 2011                   |  |  | 7.00:1.00 | 
|June 30, 2011                    |  |  | 6.75:1.00 | 
|September 30, 2011               |  |  | 6.50:1.00 | 
|December 31, 2011 and thereafter |  |  | 6.25:1.00 | 

Our maximum senior
leverage ratio covenant, or ratio of total debt minus subordinated obligations to annualized EBITDA, as such terms are defined under the bank credit facility, is as follows:



|                                          |  |  |           | 
|----------------------------------------- |  |  | --------- | 
|Fiscal Quarters Ending:                   |  |  |          
|March 31, 2011 through September 30, 2011 |  |  | 4.25:1.00 | 
|December 31, 2011 and thereafter          |  |  | 3.75:1.00 | 

We continue to
monitor revenues, expenditures and borrowings under the bank credit facility to ensure continued compliance with our financial covenant requirements. While we anticipate that we will remain in compliance with all covenant requirements under the bank
credit facility, we may need to increase revenues or offset any future declines in revenues by implementing further cost containment and other initiatives in order to maintain compliance with our financial covenant requirements. If we are unable to
satisfy our financial covenant requirements, we would need to obtain waivers or amendments under the bank credit facility; however, we can provide no assurance that we would be able to obtain such waivers or amendments. If we are unable to obtain
such waivers or amendments, we would be in default under the bank credit facility, which may result in cross-defaults under our other outstanding indebtedness. If such defaults or cross-defaults were to occur, it would 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 outstanding indebtedness. We do not have sufficient cash to repay our outstanding indebtedness and, if
such acceleration were to occur, we can provide no assurance that we would be able to obtain the financing necessary for such repayment.

As of March 31, 2011, we and the Tribe were in compliance with all respective covenant requirements under the bank credit facility.

Line of Credit

As of March 31, 2011, we had an $18.0 million revolving loan agreement with Bank of America, N.A., or the line of credit. The line of credit matures on June 10, 2011. Under the line of credit,
at our option, each advance accrues interest on the basis of a one-month Eurodollar rate or prime rate, plus in either case, an applicable rate based on our total leverage ratio, as each term is defined under the line of credit. Borrowings under the
line of credit are uncollateralized obligations. As of March 31, 2011, we had $9.2 million in Eurodollar rate loans outstanding, which were based on a one-month Eurodollar rate of 0.26% plus an applicable rate of 3.5%. The line of credit
subjects us to certain covenants, including a covenant to maintain at least the line of credit commitment amount available for borrowing under the bank credit facility. As of March 31, 2011, we were in compliance with all covenant requirements
under the line of credit and had $8.8 million of borrowing capacity



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thereunder. We have commenced discussions with Bank of America, N.A. to extend the maturity date of the line of credit; however, we can provide no assurance of the terms of such extension or
whether such extension will be granted.

Letters of Credit

As of March 31, 2011, we maintained six uncollateralized letters of credit to satisfy potential workers compensation
liabilities, pari-mutuel wagering tax liabilities of the Pennsylvania entities, potential contractor and subcontractor liabilities relating to Project Horizon, collateral obligations of a surety bond relating to Pennsylvania Slot Machine Tax
expenses owed by Downs Racing to the PGCB and two in connection with road work at the Pennsylvania facilities. As of March 31, 2011, letters of credit issued totaled $3.2 million, of which no amount was drawn. The letters of credit expired or
will expire, as applicable, on various dates from April 2011 through March 2012, subject to renewals.

Salishan-Mohegan
Bank Credit Facility

As of March 31, 2011, Salishan-Mohegan had a fully drawn $15.25 million revolving loan
agreement with Bank of America, N.A., or the Salishan credit facility. In April 2011, Salishan-Mohegan entered into an amendment to the terms of the Salishan credit facility to extend the maturity date to July 18, 2011. Under the Salishan
credit facility, at the option of Salishan-Mohegan, each advance of loan proceeds accrues interest on the basis of a base rate or on the basis of a one-month, two-month, three-month or six-month Eurodollar rate, plus in either case, an applicable
rate, as defined under the Salishan credit facility. The applicable rate is 2.50% for base rate loans and 3.50% for Eurodollar rate loans. The base rate is the higher of Bank of Americas announced prime rate or the federal funds rate plus
0.50%. The Salishan credit facility has no mandatory amortization provision and is payable in full at maturity. The Salishan credit facility is collateralized by a lien on substantially all of the existing and future assets of Salishan-Mohegan. The
obligations of Salishan-Mohegan under the Salishan credit facility also are guaranteed by the Tribe. The Salishan credit facility subjects Salishan-Mohegan to certain non-financial and financial covenant requirements customarily found in loan
agreements for similar transactions. As of March 31, 2011, Salishan-Mohegan was in compliance with all respective covenant requirements under the Salishan credit facility. We have commenced discussions with Bank of America, N.A. to extend the
maturity date of the Salishan credit facility; however, we can provide no assurance of the terms of such extension or whether such extension will be granted.

As of March 31, 2011, Salishan-Mohegan had $15.25 million in Eurodollar rate loans and no base rate loan outstanding. The Eurodollar rate loans outstanding at March 31, 2011 were based on a
one-month Eurodollar rate of 0.25% plus an applicable rate of 3.50%.

Mohegan Tribe Promissory Note

In September 2009, the Tribe made a $10.0 million loan to Salishan-Mohegan, or the Mohegan Tribe promissory note, which was used to repay
revolving loans under the Salishan credit facility. In April 2011, Salishan-Mohegan entered into an amendment to the terms of the Mohegan Tribe promissory note to extend the maturity date thereof to July 18, 2011. The Mohegan Tribe promissory
note accrues interest at an annual rate of 15.0%. Under the terms of the Mohegan Tribe promissory note, as amended, accrued interest from November 2009 through October 2010 was paid at a monthly rate of 3.0%, with the remaining 12.0% due at
maturity; and from November 2010 through maturity, all accrued interest under the Mohegan Tribe promissory note is payable at maturity. We have commenced discussions with the Tribe to extend the maturity date of the Mohegan Tribe promissory note;
however, we can provide no assurance of the terms of such extension or whether such extension will be granted.



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Mohegan Tribe Credit Facility

On February 16, 2011, the Tribe agreed to loan Salishan-Mohegan up to $300,000 to fund its working capital requirements pursuant to a
revolving commercial promissory note, or the Mohegan Tribe credit facility. In April 2011, Salishan-Mohegan entered into an amendment to the terms of the Mohegan Tribe credit facility to increase the borrowing capacity to $1.0 million and extend the
maturity date thereof to July 18, 2011. The Mohegan Tribe credit facility accrues interest at an annual rate of 15.0%, payable at maturity. We have commenced discussions with the Tribe to extend the maturity date of the Mohegan Tribe credit
facility; however, we can provide no assurance of the terms of such extension or whether such extension will be granted. As of March 31, 2011, Salishan-Mohegan had $200,000 drawn on the Mohegan Tribe credit facility.

Capital Expenditures

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



|                              |  |                                |      |  |                                      |   |      |                                  |  |   |      | 
|----------------------------- |  | ------------------------------ | ---- |  | ------------------------------------ | - | ---- | -------------------------------- |  | - | ---- | 
|                              |  | Capital Expenditures           |     
|                              |  | Six Months EndedMarch 31, 2011 |      |  | Remaining ForecastedFiscal Year 2011 |   |      | Total ForecastedFiscal Year 2011 | 
|Mohegan Sun:                  |  |                                |      |  |                                      |   |      |                                  |  |   |      | 
|Maintenance                   |  | $                              | 8.4  |  |                                      | $ | 15.7 |                                  |  | $ | 24.1 | 
|Development                   |  |                                | 5.6  |  |                                      |   | 14.1 |                                  |  |   | 19.7 | 
|ExpansionProject Horizon     |  |                                | 0.1  |  |                                      |   | 1.4  |                                  |  |   | 1.5  | 
|                              |  |                                |      |  |                                      |   |      |                                  |  |   |      | 
|Subtotal                      |  |                                | 14.1 |  |                                      |   | 31.2 |                                  |  |   | 45.3 | 
|Mohegan Sun at Pocono Downs:  |  |                                |      |  |                                      |   |      |                                  |  |   |      | 
|Maintenance                   |  |                                | 2.4  |  |                                      |   | 3.1  |                                  |  |   | 5.5  | 
|Development                   |  |                                | 0.2  |  |                                      |   | 0.3  |                                  |  |   | 0.5  | 
|ExpansionProject Sunrise (1) |  |                                | 0.4  |  |                                      |   |     |                                  |  |   | 0.4  | 
|                              |  |                                |      |  |                                      |   |      |                                  |  |   |      | 
|Subtotal                      |  |                                | 3.0  |  |                                      |   | 3.4  |                                  |  |   | 6.4  | 
|                              |  |                                |      |  |                                      |   |      |                                  |  |   |      | 
|Total                         |  | $                              | 17.1 |  |                                      | $ | 34.6 |                                  |  | $ | 51.7 | 
|                              |  |                                |      |  |                                      |   |      |                                  |  |   |      | 



|(1) | Represents adjustments to the final cost for Project Sunrise.
|--- | -------------------------------------------------------------

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



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Interest Expense

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



|                                                                                      |  |                                     |        |   |                                   |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------------------------------------------------------- |  | ----------------------------------- | ------ | - | --------------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                                      |  | For the Three MonthsEnded March 31, |        |   | For the Six MonthsEnded March 31, |  
|                                                                                      |  | 2011                                |        |   | 2010                              |   |        | 2011 |  |   | 2010   |  
|Bank credit facility                                                                  |  | $                                   | 6,030  |   |                                   | $ | 5,663  |      |  | $ | 12,080 |   |  | $ | 12,211 |  
|2009
111/2% second lien senior secured notes, includes
accretion of bond discount (1) |  |                                     | 5,913  |   |                                   |   | 5,894  |      |  |   | 11,821 |   |  |   | 10,083 |  
|2005
61/8% senior unsecured notes                                                     |  |                                     | 3,828  |   |                                   |   | 3,828  |      |  |   | 7,656  |   |  |   | 7,656  |  
|2001
83/8% senior subordinated
notes                                                  |  |                                     | 42     |   |                                   |   | 42     |      |  |   | 84     |   |  |   | 84     |  
|2002 8% senior subordinated notes                                                     |  |                                     | 5,000  |   |                                   |   | 5,000  |      |  |   | 10,000 |   |  |   | 10,000 |  
|2004
71/8% senior subordinated
notes                                                  |  |                                     | 4,008  |   |                                   |   | 4,008  |      |  |   | 8,016  |   |  |   | 8,016  |  
|2005
67/8% senior subordinated
notes                                                  |  |                                     | 2,578  |   |                                   |   | 2,578  |      |  |   | 5,156  |   |  |   | 5,156  |  
|Line of credit                                                                        |  |                                     | 72     |   |                                   |   | 64     |      |  |   | 143    |   |  |   | 134    |  
|WNBA promissory note                                                                  |  |                                     | 1      |   |                                   |   | 6      |      |  |   | 6      |   |  |   | 15     |  
|Salishan-Mohegan bank credit facility                                                 |  |                                     | 143    |   |                                   |   | 135    |      |  |   | 289    |   |  |   | 273    |  
|Mohegan Tribe promissory note (Salishan-Mohegan)                                      |  |                                     | 370    |   |                                   |   | 370    |      |  |   | 748    |   |  |   | 744    |  
|Mohegan Tribe credit facility (Salishan-Mohegan)                                      |  |                                     | 3      |   |                                   |   |       |      |  |   | 3      |   |  |   |       |  
|Capital leases                                                                        |  |                                     | 56     |   |                                   |   | 64     |      |  |   | 113    |   |  |   | 131    |  
|Amortization of net deferred gain on settlement of derivative instruments             |  |                                     | (117   | ) |                                   |   | (118   | )    |  |   | (234   | ) |  |   | (235   | )
|Amortization of debt issuance costs                                                   |  |                                     | 1,786  |   |                                   |   | 1,792  |      |  |   | 3,578  |   |  |   | 3,628  |  
|Capitalized interest                                                                  |  |                                     |       |   |                                   |   | (7     | )    |  |   |       |   |  |   | (28    | )
|                                                                                      |  |                                     |        |   |                                   |   |        |      |  |   |        |   |  |   |        |  
|Total interest expense, net of capitalized interest                                   |  | $                                   | 29,713 |   |                                   | $ | 29,319 |      |  | $ | 59,459 |   |  | $ | 57,868 |  
|                                                                                      |  |                                     |        |   |                                   |   |        |      |  |   |        |   |  |   |        |  



|(1) | Issued on October 26, 2009.
|--- | ---------------------------

Sufficiency of Resources

We have significant outstanding indebtedness and financial commitments. As of March 31, 2011, our debt totaled $1.6 billion, of which
$529.6 million was classified as current, including $493.0 million outstanding under the bank credit facility which matures on March 9, 2012. In addition, the 2002 senior subordinated notes mature on April 1, 2012, and a substantial amount
of our other outstanding indebtedness matures over the following three fiscal years. We estimate, but can provide no assurance, that cash flows from operations, combined with existing cash balances and available borrowings under the bank credit
facility, including any extensions or replacements thereof, will be sufficient to fund our cash requirements for scheduled interest payments on our outstanding indebtedness, relinquishment payments, planned capital expenditures, distributions to the
Tribe and projected working capital needs over the next twelve months. However, we do not anticipate that these funding sources will be sufficient to repay amounts outstanding under the bank credit facility or the 2002 senior subordinated notes at
maturity. Accordingly, we intend to refinance such outstanding indebtedness or otherwise access the debt capital markets to replace such outstanding indebtedness prior to their maturity in order to maintain sufficient resources for our operations.
In this regard, we have engaged Blackstone Advisory Partners, L.P. and Credit Suisse Securities (USA) LLC to assist in the strategic planning relating to our debt maturities and evaluation and implementation of refinancing alternatives.

We can provide no assurance that we will be able to refinance or replace the bank credit facility or the 2002 senior subordinated notes
or that financing options available to us, if any, will be on favorable or acceptable terms. If we are unable to refinance or replace the bank credit facility or the 2002 senior subordinated notes, we would be in default thereof, which may result in
cross-defaults under our other outstanding indebtedness. If such defaults or cross-defaults were to occur, it would 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 outstanding indebtedness. As discussed herein, we do not have sufficient funds to repay our outstanding



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indebtedness and our ability to otherwise refinance or replace our outstanding indebtedness is limited. If such acceleration were to occur, we can provide no assurance that we would be able to
obtain the financing necessary for such repayment, which would have a material adverse effect on our financial position, results of operations and cash flows.

As discussed above, as of March 31, 2011, our fixed charge coverage ratio, as defined under our senior and senior subordinated note indentures, was below 2.0 to 1.0. While this fixed charge coverage
ratio remains below 2.0 to 1.0, we are unable to refinance our outstanding subordinated indebtedness with senior indebtedness without waivers or consents from certain of our creditors, thus limiting the options available to us to refinance or
replace our outstanding indebtedness. We can provide no assurance that we will be able to obtain such waivers or consents or that we will be able to refinance or replace our outstanding indebtedness or that financing options available to us, if any,
will be on favorable or acceptable terms. Please refer to Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010 for further details regarding risks relating to our
sufficiency of resources and debt maturities.

Inclusive of letters of credit, which reduce borrowing availability under the
bank credit facility, and after taking into account restrictive financial covenant requirements under the bank credit facility, line of credit and note indentures, we had approximately $47.0 million of borrowing capacity under the bank credit
facility as of March 31, 2011.

Contractual Obligations and Commitments

The following table presents future payment obligations related to our debt and certain other material contractual obligations and the
timing of those payments (in thousands):



|                                        |  |       |           |  |                        |   |         |           |  |   |           |  |  |                  |         |  |  |   |         | 
|--------------------------------------- |  | ----- | --------- |  | ---------------------- | - | ------- | --------- |  | - | --------- |  |  | ---------------- | ------- |  |  | - | ------- | 
|                                        |  |       |           |  | Payments due by period |  
|Contractual Obligations                 |  | Total |           |  | Less than1 year (1)    |   |         | 1-3 years |  |   | 3-5 years |  |  | More than5 years |        
|Long-term debt (2)                      |  | $     | 1,604,641 |  |                        | $ | 529,641 |           |  | $ | 500,000   |  |  | $                | 375,000 |  |  | $ | 200,000 | 
|Interest payments on long-term debt (3) |  |       | 342,794   |  |                        |   | 107,833 |           |  |   | 124,331   |  |  |                  | 64,542  |  |  |   | 46,088  | 
|Procurement (4)                         |  |       | 67,666    |  |                        |   | 18,983  |           |  |   | 30,641    |  |  |                  | 10,792  |  |  |   | 7,250   | 
|Capital lease (5)                       |  |       | 5,686     |  |                        |   | 693     |           |  |   | 1,469     |  |  |                  | 1,587   |  |  |   | 1,937   | 
|                                        |  |       |           |  |                        |   |         |           |  |   |           |  |  |                  |         |  |  |   |         | 
|Total                                   |  | $     | 2,020,787 |  |                        | $ | 657,150 |           |  | $ | 656,441   |  |  | $                | 451,921 |  |  | $ | 255,275 | 
|                                        |  |       |           |  |                        |   |         |           |  |   |           |  |  |                  |         |  |  |   |         | 



|(1) | Represents payment obligations from April 1, 2011 to March 31, 2012.
|--- | --------------------------------------------------------------------

|(2) | Represents long-term debt maturities as of March 31, 2011.
|--- | ----------------------------------------------------------

|(3) | Represents anticipated interest payments on long-term debt as of March 31, 2011, pursuant to respective debt agreements.
|--- | ------------------------------------------------------------------------------------------------------------------------

|(4) | Represents anticipated expenditures in connection with various agreements entered into with vendors for inventory and other items, exclusive of amounts reflected in our
condensed consolidated balance sheets.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Represents anticipated lease payments to the Tribe relating to property located adjacent to the Tribes reservation that is used for parking and access to Mohegan
Sun.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Critical Accounting Policies and Estimates

There has been no material change from the critical accounting policies and estimates previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010.

Impact of Inflation

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



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New Accounting Pronouncements

In July 2010, the Financial Accounting Standards Board, or the FASB, issued guidance pertaining to disclosures about the credit quality of
financing receivables and allowance for credit losses. The new guidance is effective for interim and annual periods ending on or after December 15, 2010. We adopted this guidance in our first quarter of fiscal 2011, and its adoption did not
impact our financial position, results of operations or cash flows.

In June 2009, the FASB issued guidance pertaining to the
elimination of the concept of a qualifying special purpose entity. The new guidance also replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest
entity with an approach focused on identifying the enterprise that has the power to direct the activities of the variable interest entity and the obligation to absorb losses or the right to receive benefits of the variable interest entity.
Additionally, the new guidance provides more timely and useful information about an enterprises involvement with a variable interest entity. The new guidance is effective for annual periods beginning on or after November 15, 2009. We
adopted this guidance in our first quarter of fiscal 2011, and its adoption did not impact our financial position, results of operations or cash flows.

In April 2010, the FASB issued guidance pertaining to accruals for casino jackpot liabilities. The new guidance clarifies that an entity should not accrue jackpot liabilities (or portions thereof) before
a jackpot is won if the entity can avoid paying such jackpot. The new guidance specifies that jackpots should be accrued and charged to revenue when the entity has the obligation to pay such jackpot and applies to both base and progressive jackpots
and requires a cumulative-effect adjustment to opening retained earnings in the period of adoption. The new guidance is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2010. We
do not expect this adoption to materially impact our financial position, results of operations or cash flows.

In January
2010, the FASB issued amended guidance pertaining to fair value measurements and disclosures. The amended guidance requires additional disclosures about significant unobservable inputs and transfers within Level 1 and 2 measurements. This guidance
is effective for interim and annual periods beginning on or after December 15, 2009. We adopted this guidance in our first quarter of fiscal 2010, and its adoption did not impact our financial position, results of operations or cash flows. The
amended guidance also requires enhanced disclosure of activities within Level 3 fair value measurements. Those disclosures are effective for annual periods, and interim periods within those annual periods, beginning after December 15,
2010. We do not expect this adoption to impact our financial position, results of operations or cash flows.



|Item 3. | Quantitative and Qualitative Disclosures about Market Risk.
|------- | -----------------------------------------------------------

Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk
is interest rate risk associated with our bank credit facility in which interest accrues on the basis of a base rate formula or a Eurodollar rate formula, plus applicable rates, as defined under the bank credit facility. As of March 31, 2011,
$493.0 million was drawn on the bank credit 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 as of March 31, 2011 about our current
financial instruments or debt obligations that are sensitive to changes in interest rates. The table presents principal payments and related weighted average interest rates by expected maturity dates. Weighted average variable rates are based on
implied forward rates in respective yield curves, which should not be considered to be precise indicators of actual future interest rates. Fair values for our debt instruments are based on quoted market prices or prices of similar instruments as of
March 31, 2011.



|                                                                           |  |                        |        |   |      |   |         |      |  |   |         |   |  |      |         |   |            |   |         |       |  |   |           |   |  |   |           |   |  |   |         | 
|-------------------------------------------------------------------------- |  | ---------------------- | ------ | - | ---- | - | ------- | ---- |  | - | ------- | - |  | ---- | ------- | - | ---------- | - | ------- | ----- |  | - | --------- | - |  | - | --------- | - |  | - | ------- | 
|                                                                           |  | Expected Maturity Date |        |   |      |   |         |      | 
|                                                                           |  | 2011                   |        |   | 2012 |   |         | 2013 |  |   | 2014    |   |  | 2015 |         |   | Thereafter |   |         | Total |  |   | FairValue |  
|Liabilities (in thousands)                                                 |  |                        |        |   |      |   |         |      |  |   |         |   |  |      |         |   |            |   |         |       |  |   |           |   |  |   |           |   |  |   |         | 
|Long-term debt and capital lease obligations (including current portions): |  |                        |        |   |      |   |         |      |  |   |         |   |  |      |         |   |            |   |         |       |  |   |           |   |  |   |           |   |  |   |         | 
|Fixed rate                                                                 |  | $                      | 12,553 |   |      | $ | 250,707 |      |  | $ | 250,734 |   |  | $    | 225,763 |   |            | $ | 150,793 |       |  | $ | 202,345   |   |  | $ | 1,092,895 |   |  | $ | 955,511 | 
|Average interest rate                                                      |  |                        | 13.6   | % |      |   | 8.0     | %    |  |   | 6.1     | % |  |      | 7.1     | % |            |   | 6.9     | %     |  |   | 11.4      | % |  |   | 7.9       | % |  |   |         | 
|Variable rate                                                              |  | $                      | 24,432 |   |      | $ | 493,000 |      |  | $ |        |   |  | $    |        |   |            | $ |        |       |  | $ |          |   |  | $ | 517,432   |   |  | $ | 500,177 | 
|Average interest rate (1)                                                  |  |                        | 3.7    | % |      |   | 4.3     | %    |  |   |        |   |  |      |        |   |            |   |        |       |  |   |          |   |  |   | 4.3       | % |  |   |         | 



|(1) | A 100 basis point change in average interest rate would impact annual interest expense by approximately $5.2 million.
|--- | ---------------------------------------------------------------------------------------------------------------------



|Item 4. | Controls and Procedures
|------- | -----------------------

Disclosure
Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer,
evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2011. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or
the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal executive and principal financial officers, as appropriate, to allow
timely decisions regarding required disclosures. Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies
its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on an evaluation of our disclosure controls and procedures as of March 31, 2011, our Chief Executive Officer and Chief Financial Officer
concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in
Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



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PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

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



|Item 1A. | Risk Factors
|-------- | ------------

There has
been no material change from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2010.



|Item 6. | Exhibits
|------- | --------

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



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SIGNATURES

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



|                   |  |  |  |                                 |  |                                  |  |                                             
|------------------ |  |  |  | ------------------------------- |  | -------------------------------- |  | --------------------------------------------
|                   |  |  |  | MOHEGAN TRIBAL GAMING AUTHORITY
|                   |  |  | 
|Date: May 16, 2011 |  |  |  | By:                             |  | /s/    BRUCE S.
BOZSUM          
|                   |  |  |  |                                 |  |                                  |  | Bruce S. Bozsum                             
|                   |  |  |  |                                 |  |                                  |  | Chairman and Member, Management Board       
|                   |  |  | 
|Date: May 16, 2011 |  |  |  | By:                             |  | /s/    MITCHELL GROSSINGER
ETESS
|                   |  |  |  |                                 |  |                                  |  | Mitchell Grossinger Etess                   
|                   |  |  |  |                                 |  |                                  |  | Chief Executive Officer,                    
|                   |  |  |  |                                 |  |                                  |  | Mohegan Tribal Gaming Authority             
|                   |  |  |  |                                 |  |                                  |  | (Principal Executive Officer)               
|                   |  |  | 
|Date: May 16, 2011 |  |  |  | By:                             |  | /s/    LEO M.
CHUPASKA          
|                   |  |  |  |                                 |  |                                  |  | Leo M. Chupaska                             
|                   |  |  |  |                                 |  |                                  |  | Chief Financial Officer,                    
|                   |  |  |  |                                 |  |                                  |  | Mohegan Tribal Gaming Authority             
|                   |  |  |  |                                 |  |                                  |  | (Principal Financial and Accounting Officer)



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EXHIBIT INDEX



|           |  |                                                                                                                                                                                                                                                                                                                      
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                          
|           | 
|3.1        |  | Constitution of the Mohegan Tribe of Indians of Connecticut, as amended (filed as Exhibit 3.1 to the Authoritys Registration Statement on Form S-4, filed with the SEC on
November 1, 2004 and incorporated by reference herein).                                                                                   
|           | 
|3.2        |  | Ordinance No. 95-2 of the Tribe for Gaming on Tribal Lands, enacted on July 15, 1995 (filed as Exhibit 3.2 to the Authoritys Amendment No. 1 to its Registration Statement on
Form S-1, filed with the SEC on February 29, 1996 (the 1996 Form S-1) and incorporated by reference herein).                          
|           | 
|3.3        |  | Articles of Organization of Mohegan Basketball Club, LLC, dated as of January 27, 2003 (filed as Exhibit 3.3 to the Authoritys Registration Statement on Form S-4, filed with
the SEC on September 23, 2003 (the 2003 Form S-4) and incorporated by reference herein).                                            
|           | 
|3.4        |  | Operating Agreement of Mohegan Basketball Club, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of January 24, 2003 (filed as Exhibit 3.4 to the
2003 Form S-4 and incorporated by reference herein).                                                                             
|           | 
|3.5        |  | Certificate of Organization of Mohegan Commercial Ventures PA, LLC, dated as of January 6, 2005, as amended (filed as Exhibit 3.5 to the Authoritys Registration Statement on
Form S-4, filed with the SEC on June 7, 2005 (the 2005 Form S-4) and incorporated by reference herein).                             
|           | 
|3.6        |  | Operating Agreement of Mohegan Commercial Ventures PA, LLC, a Commonwealth of Pennsylvania limited liability company, dated as of December 15, 2004 (filed as Exhibit 3.6 to the 2005
Form S-4 and incorporated by reference herein).                                                                                
|           | 
|3.7        |  | Certificate of Limited Partnership of Downs Racing, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.7 to the 2005 Form S-4 and incorporated by reference
herein).                                                                                                                                  
|           | 
|3.8        |  | Amended and Restated Limited Partnership Agreement of Downs Racing, L.P., dated as of January 25, 2005 (filed as Exhibit 3.8 to the 2005 Form S-4 and incorporated by reference
herein).                                                                                                                             
|           | 
|3.9        |  | Certificate of Limited Partnership of Backside, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.9 to the 2005 Form S-4 and incorporated by reference
herein).                                                                                                                                      
|           | 
|3.10       |  | Amended and Restated Limited Partnership Agreement of Backside, L.P., dated as of January 25, 2005 (filed as Exhibit 3.10 to the 2005 Form S-4 and incorporated by reference
herein).                                                                                                                                
|           | 
|3.11       |  | Certificate of Limited Partnership of Mill Creek Land, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.11 to the 2005 Form S-4 and incorporated by reference
herein).                                                                                                                              
|           | 
|3.12       |  | Amended and Restated Limited Partnership Agreement of Mill Creek Land, L.P., dated as of January 25, 2005 (filed as Exhibit 3.12 to the 2005 Form S-4 and incorporated by
reference herein).                                                                                                                         
|           | 
|3.13       |  | Certificate of Limited Partnership of Northeast Concessions, L.P., dated as of January 7, 2005, as amended (filed as Exhibit 3.13 to the 2005 Form S-4 and incorporated by reference
herein).                                                                                                                        
|           | 
|3.14       |  | Amended and Restated Limited Partnership Agreement of Northeast Concessions, L.P., dated as of January 25, 2005 (filed as Exhibit 3.14 to the 2005 Form S-4 and incorporated by
reference herein).                                                                                                                   
|           | 
|3.15       |  | Articles of Organization of Mohegan Ventures-Northwest, LLC, dated as of July 23, 2004 (filed as Exhibit 3.15 to the Authoritys Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2006, filed with the SEC on August 10, 2006 (the June 2006 Form 10-Q) and incorporated by reference herein).
|           | 
|3.16       |  | Operating Agreement of Mohegan Ventures-Northwest, LLC, a Mohegan Tribe of Indians of Connecticut limited liability company, dated as of July 23, 2004 (filed as Exhibit 3.16 to the
June 2006 Form 10-Q and incorporated by reference herein).                                                                      



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|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | 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 (the 2007 Form 10-K), filed with the SEC on December 21, 2007 and incorporated by reference herein).                                                                                                                                                                                                                                                                                           
|           | 
|3.21       |  | Articles of Amendment of Mohegan Golf, LLC, dated as of April 8, 2008 (filed as Exhibit 3.18 to the Authoritys Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2008, filed with the SEC on May 15, 2008 and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                     
|           | 
|4.1        |  | Relinquishment Agreement, dated as of February 7, 1998, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut and Trading Cove Associates (filed
as Exhibit 10.14 to the Authoritys Form 10-K405 for the fiscal year ended September 30, 1998, filed with the SEC on December 29, 1998 and incorporated by reference herein).                                                                                                                                                                                                                          
|           | 
|4.2        |  | Indenture, dated as of July 26, 2001, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and State Street Bank and Trust Company, as Trustee,
relating to the 8 3/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.9 to the Authoritys Registration Statement on Form S-4, filed with the SEC on September 14, 2001 (the 2001 Form
S-4) and incorporated by reference herein).                                                                                                                    
|           | 
|4.3        |  | Supplemental Indenture, dated as of January 27, 2003, between the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club, LLC, the other Subsidiary Guarantors (as defined
under the Indenture) and the State Street Bank and Trust Company, as Trustee, relating to the 83/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.12 to the Authoritys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 (the
June 2003 Form 10-Q), filed with the SEC on August 7, 2003 and incorporated by reference herein).
|           | 
|4.4        |  | Second Supplemental Indenture, dated as of July 28, 2004, between the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club, LLC and U.S. Bank National Association (as
successor to State Street Bank and Trust Company), as Trustee, relating to the 83/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.9 to the Authoritys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 (the
June 2004 Form 10-Q), filed with the SEC on August 16, 2004 and incorporated by reference herein).                
|           | 
|4.5        |  | Form of Global 83/8% Senior Subordinated Notes Due 2011 of the Mohegan Tribal Gaming Authority (contained in the Indenture filed as Exhibit 4.9 to the 2001 Form S-4 and incorporated by reference
herein).                                                                                                                                                                                                                                                                                                                                                                                
|           | 
|4.6        |  | Indenture, dated as of February 20, 2002, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and State Street Bank and Trust Company, as
Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.12 to the Authoritys Registration Statement on Form S-4, filed with the SEC on March 27, 2002 (the 2002 Form
S-4) and incorporated by reference herein).                                                                                                                       



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|           | 
|4.7        |  | Supplemental Indenture, dated as of January 27, 2003, between the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club, LLC, the other Subsidiary Guarantors (as defined
under the Indenture) and the State Street Bank and Trust Company, as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.16 to the June 2003 Form 10-Q and incorporated by
reference herein).                                                                                                                                   
|           | 
|4.8        |  | Amended and Restated Supplemental Indenture, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, Mohegan Basketball Club, LLC and U.S. Bank National
Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.14 to the Authoritys Quarterly Report on Form 10-Q
for the quarter ended December 31, 2004, filed with the SEC on February 14, 2005 (the December 2004 Form 10-Q) and incorporated by reference herein).
|           | 
|4.9        |  | Supplemental Indenture No. 2, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, Mohegan Basketball Club, LLC and U.S. Bank National Association (as
successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.15 to the December 2004 Form 10-Q and incorporated by reference
herein).                                                                                                                                                  
|           | 
|4.10       |  | Supplemental Indenture No. 3, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined under the Indenture), and U.S. Bank
National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.16 to the December 2004 Form 10-Q and
incorporated by reference herein).                                                                                                                   
|           | 
|4.11       |  | Supplemental Indenture No. 4, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other
Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority
(filed as Exhibit 4.11 to the June 2006 Form 10-Q and incorporated by reference herein).                                                     
|           | 
|4.12       |  | Supplemental Indenture No. 5, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as
Exhibit 4.12 to the 2006 Form 10-K and incorporated by reference herein).                                                                     
|           | 
|4.13       |  | Supplemental Indenture No. 6, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a
Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of
the Mohegan Tribal Gaming Authority (filed as Exhibit 4.13 to the March 2007 Form 10-Q and incorporated by reference herein).                   
|           | 
|4.14       |  | Supplemental Indenture No. 7, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to State Street Bank and Trust Company), as Trustee, relating to the 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (filed as
Exhibit 4.14 to the 2007 Form 10-K and incorporated by reference herein).                                                                        



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|           | 
|4.15       |  | Form of Global 8% Senior Subordinated Notes Due 2012 of the Mohegan Tribal Gaming Authority (contained in the Indenture filed as Exhibit 4.12 to the 2002 Form S-4 and incorporated
by reference herein).                                                                                                                                                                                                                                                                                                        
|           | 
|4.16       |  | Indenture, dated as of August 3, 2004, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, Mohegan Basketball Club, LLC and U.S. Bank National
Association, as Trustee, relating to the 71/8%
Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.19 to the June 2004 Form 10-Q and incorporated by reference herein).                                                                                                           
|           | 
|4.17       |  | Supplemental Indenture No. 1, dated as of January 25, 2005, between the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined under the Indenture), and U.S. Bank
National Association, as Trustee, relating to the
71/8% Senior Subordinated Notes Due 2014 of the
Mohegan Tribal Gaming Authority (filed as Exhibit 4.25 to the December 2004 Form 10-Q and incorporated by reference herein).                                                                                                
|           | 
|4.18       |  | Supplemental Indenture No. 2, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other
Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 71/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2006 Form 10-Q and incorporated by reference
herein).                                  
|           | 
|4.19       |  | Supplemental Indenture No. 3, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the
71/8% Senior Subordinated Notes Due 2014 of the
Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the 2006 Form 10-K and incorporated by reference herein).                                                  
|           | 
|4.20       |  | Supplemental Indenture No. 4, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a
Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the
71/8% Senior Subordinated Notes Due 2014 of the
Mohegan Tribal Gaming Authority (filed as Exhibit 4.26 to the March 2007 Form 10-Q and incorporated by reference herein).
|           | 
|4.21       |  | Supplemental Indenture No. 5, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the
71/8% Senior Subordinated Notes Due 2014 of the
Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the 2007 Form 10-K and incorporated by reference herein).                                                     
|           | 
|4.22       |  | Form of Global 71/8% Senior Subordinated Notes Due 2014 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2004 Form 10-Q and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                          
|           | 
|4.23       |  | Indenture, dated as of February 8, 2005, between the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the
Indenture) and U.S. Bank National Association, as Trustee, relating to the 67/8% Senior Subordinated Notes Due 2015 (filed as Exhibit 4.28 to the December 2004 Form 10-Q and incorporated by reference herein).                                                                                                              
|           | 
|4.24       |  | Supplemental Indenture No. 1, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other
Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the 67/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.23 to the June 2006 Form 10-Q and incorporated by reference
herein).                                  



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|           | 
|4.25       |  | 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
67/8% 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).                                                                                                           
|           | 
|4.26       |  | Supplemental Indenture No. 3, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a
Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the
67/8% Senior Subordinated Notes Due 2015 of the
Mohegan Tribal Gaming Authority (filed as Exhibit 4.31 to the March 2007 Form 10-Q and incorporated by reference herein).                                                         
|           | 
|4.27       |  | Supplemental Indenture No. 4, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to the
67/8% Senior Subordinated Notes Due 2015 of the
Mohegan Tribal Gaming Authority (filed as Exhibit 4.35 to the Authoritys Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the SEC on December 21, 2007 and incorporated by reference
herein).
|           | 
|4.28       |  | Form of Global 67/8% Senior Subordinated Notes Due 2015 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.29 to the December 2004 Form 10-Q and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                               
|           | 
|4.29       |  | Indenture, dated as of February 8, 2005, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under
the Indenture) and Wachovia Bank, National Association, as Trustee, relating to the 61/8% Senior Notes Due 2013 (filed as Exhibit 4.31 to the December 2004 Form 10-Q and incorporated by reference herein).                                                                                                                                                                               
|           | 
|4.30       |  | Supplemental Indenture No. 1, dated as of August 4, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other
Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Trustee, relating to the 61/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority
(filed as Exhibit 4.26 to the June 2006 Form 10-Q and incorporated by reference herein).                                                  
|           | 
|4.31       |  | Supplemental Indenture No. 2, dated as of December 18, 2006, between the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Trustee, relating to the
61/8% Senior Notes Due 2013 of the Mohegan Tribal
Gaming Authority (filed as Exhibit 4.31 to the 2006 Form 10-K and incorporated by reference herein).                                                                  
|           | 
|4.32       |  | Supplemental Indenture No. 3, dated as of March 28, 2007, between the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a
Subsidiary Guarantor), the other Subsidiary Guarantors (as defined under the Indenture) and U.S. Bank National Association (as successor to Wachovia Bank, National Association), as Trustee, relating to the 61/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority
(filed as Exhibit 4.36 to the March 2007 Form 10-Q and incorporated by reference herein).                
|           | 
|4.33       |  | Supplemental Indenture No. 4, dated as of August 27, 2007, between the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined under the Indenture) and U.S. Bank National Association, as Trustee, relating to
61/8% Senior Notes Due 2013 of the Mohegan Tribal
Gaming Authority (filed as Exhibit 4.41 to the 2007 Form 10-K and incorporated by reference herein).                                                                                                                               



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##### Table of Contents

|           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNo. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|           | 
|4.34       |  | Form of Global 61/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.32 to the December 2004 Form 10-Q and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                         
|           | 
|4.35       |  | Indenture, dated as of October 26, 2009, between the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined under the
Indenture) and U.S. Bank National Association, as Trustee, relating to the 111/2% Second Lien Senior Secured Notes Due 2017 (filed as Exhibit 4.43 to the Authoritys Annual Report on Form 10-K for the fiscal year ended September 30, 2009, filed with the SEC on December 28, 2009
(the 2009 Form 10-K) and incorporated by reference herein).
|           | 
|4.36       |  | Form of Global 111/2% Second Lien Senior Secured Notes Due 2017 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.44 to the 2009 Form 10-K and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                             
|           | 
|31.1       |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|           | 
|31.2       |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|           | 
|32.1       |  | Section 1350 Certification of Chief Executive Officer (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|           | 
|32.2       |  | Section 1350 Certification of Chief Financial Officer (filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                                                                                



66