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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 December 31, 2008

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)







|                                                              |  |                                  
|------------------------------------------------------------- |  | ---------------------------------
|Connecticut                                                   |  | 06-1436334                       
|(State or other jurisdictionof 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 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 December 31, 2008 and September 30, 2008 (unaudited)                          |  | 3         
|            |  |                                                                                                                          
|            |  | Condensed Consolidated Statements of Income (Loss) for the Three Months Ended December 31, 2008 and 2007
(unaudited)      |  | 4         
|            |  |                                                                                                                          
|            |  | Condensed Consolidated Statements of Changes in Capital for the Three Months Ended December 31, 2008 and 2007 (unaudited) |  | 5         
|            |  |                                                                                                                          
|            |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2008 and 2007 (unaudited)         |  | 6         
|            |  |                                                                                                                          
|            |  | Notes to the Condensed Consolidated Financial Statements (unaudited)                                                      |  | 7         
|            |  |                                                                                                                          
|            |  | Report of Independent Registered Public Accounting Firm                                                                   |  | 28        
|            |  |                                                                                                                          
|Item 2.     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                     |  | 29        
|            |  |                                                                                                                          
|Item 3.     |  | Quantitative and Qualitative Disclosures About Market Risk                                                                |  | 59        
|            |  |                                                                                                                          
|Item 4T.    |  | Controls and Procedures                                                                                                   |  | 60        
|            |  |                                                                                                                          
|PART II.    |  | OTHER INFORMATION                                                                                                         |  |           
|            |  |                                                                                                                          
|Item 1.     |  | Legal Proceedings                                                                                                         |  | 61        
|            |  |                                                                                                                          
|Item 1A.    |  | Risk Factors                                                                                                              |  | 61        
|            |  |                                                                                                                          
|Item 6.     |  | Exhibits                                                                                                                  |  | 61        
|            |  |                                                                                                                          
|Signatures. |  | Mohegan Tribal Gaming Authority                                                                                           |  | 62        



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PART I. FINANCIAL INFORMATION



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

MOHEGAN TRIBAL GAMING AUTHORITY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)



|                                                 |  |                  |           |                   |   |          
|------------------------------------------------ |  | ---------------- | --------- | ----------------- | - | ---------
|                                                 |  | December 31,2008 |           | September 30,2008
|ASSETS                                           |  |                  |           |                   |   |          
|Current assets:                                  |  |                  |           |                   |   |          
|Cash and cash equivalents                        |  | $                | 95,227    |                   | $ | 83,847   
|Restricted cash                                  |  |                  | 961       |                   |   | 958      
|Receivables, net                                 |  |                  | 27,967    |                   |   | 40,746   
|Inventories                                      |  |                  | 18,892    |                   |   | 17,931   
|Other current assets                             |  |                  | 29,728    |                   |   | 27,724   
|                                                 |  |                  |           |                   |   |          
|Total current assets                             |  |                  | 172,775   |                   |   | 171,206  
|                                                 |  |                 
|Non-current assets:                              |  |                  |           |                   |   |          
|Property and equipment, net                      |  |                  | 1,699,401 |                   |   | 1,693,402
|Goodwill                                         |  |                  | 39,459    |                   |   | 39,459   
|Other intangible assets, net                     |  |                  | 389,938   |                   |   | 390,057  
|Other assets, net                                |  |                  | 71,249    |                   |   | 68,781   
|                                                 |  |                  |           |                   |   |          
|Total assets                                     |  | $                | 2,372,822 |                   | $ | 2,362,905
|                                                 |  |                  |           |                   |   |          
|LIABILITIES AND CAPITAL                          |  |                  |           |                   |   |          
|Current liabilities:                             |  |                  |           |                   |   |          
|Current portion of long-term debt                |  | $                | 26,250    |                   | $ | 27,938   
|Current portion of relinquishment liability      |  |                  | 88,734    |                   |   | 81,337   
|Current portion of capital lease                 |  |                  | 636       |                   |   | 630      
|Trade payables                                   |  |                  | 22,910    |                   |   | 23,986   
|Construction payables                            |  |                  | 54,936    |                   |   | 102,661  
|Accrued interest payable                         |  |                  | 31,890    |                   |   | 20,125   
|Other current liabilities                        |  |                  | 133,409   |                   |   | 141,411  
|                                                 |  |                  |           |                   |   |          
|Total current liabilities                        |  |                  | 358,765   |                   |   | 398,088  
|                                                 |  |                 
|Non-current liabilities:                         |  |                  |           |                   |   |          
|Long-term debt, net of current portion           |  |                  | 1,601,679 |                   |   | 1,522,314
|Relinquishment liability, net of current portion |  |                  | 293,442   |                   |   | 304,031  
|Capital lease, net of current portion            |  |                  | 6,515     |                   |   | 6,677    
|Other long-term liabilities                      |  |                  | 480       |                   |   | 526      
|                                                 |  |                  |           |                   |   |          
|Total liabilities                                |  |                  | 2,260,881 |                   |   | 2,231,636
|Minority interests                               |  |                  | 2,638     |                   |   | 3,258    
|                                                 |  |                 
|Commitments and contingencies                    |  |                  |           |                   |   |          
|Capital:                                         |  |                  |           |                   |   |          
|Retained earnings                                |  |                  | 109,303   |                   |   | 128,011  
|                                                 |  |                  |           |                   |   |          
|Total capital                                    |  |                  | 109,303   |                   |   | 128,011  
|                                                 |  |                  |           |                   |   |          
|Total liabilities and capital                    |  | $                | 2,372,822 |                   | $ | 2,362,905
|                                                 |  |                  |           |                   |   |          

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 INCOME (LOSS)

(in thousands)

(unaudited)



|                                                        |  |                                            |         |   |                                            |   |         |  
|------------------------------------------------------- |  | ------------------------------------------ | ------- | - | ------------------------------------------ | - | ------- | -
|                                                        |  | For theThree Months EndedDecember 31, 2008 |         |   | For theThree Months EndedDecember 31, 2007 |  
|Revenues:                                               |  |                                            |         |   |                                            |   |         |  
|Gaming                                                  |  | $                                          | 326,690 |   |                                            | $ | 350,645 |  
|Food and beverage                                       |  |                                            | 23,888  |   |                                            |   | 25,618  |  
|Hotel                                                   |  |                                            | 10,842  |   |                                            |   | 12,577  |  
|Retail, entertainment and other                         |  |                                            | 33,671  |   |                                            |   | 31,535  |  
|                                                        |  |                                            |         |   |                                            |   |         |  
|Gross revenues                                          |  |                                            | 395,091 |   |                                            |   | 420,375 |  
|LessPromotional allowances                             |  |                                            | (31,060 | ) |                                            |   | (33,426 | )
|                                                        |  |                                            |         |   |                                            |   |         |  
|Net revenues                                            |  |                                            | 364,031 |   |                                            |   | 386,949 |  
|                                                        |  |                                            |         |   |                                            |   |         |  
|Operating costs and expenses:                           |  |                                            |         |   |                                            |   |         |  
|Gaming                                                  |  |                                            | 221,346 |   |                                            |   | 220,277 |  
|Food and beverage                                       |  |                                            | 11,726  |   |                                            |   | 12,724  |  
|Hotel                                                   |  |                                            | 3,763   |   |                                            |   | 4,297   |  
|Retail, entertainment and other                         |  |                                            | 12,631  |   |                                            |   | 10,664  |  
|Advertising, general and administrative                 |  |                                            | 54,782  |   |                                            |   | 55,856  |  
|Corporate expenses                                      |  |                                            | 5,009   |   |                                            |   | 7,144   |  
|Pre-opening costs and expenses                          |  |                                            | 241     |   |                                            |   | 20      |  
|Depreciation and amortization                           |  |                                            | 26,526  |   |                                            |   | 24,545  |  
|                                                        |  |                                            |         |   |                                            |   |         |  
|Total operating costs and expenses                      |  |                                            | 336,024 |   |                                            |   | 335,527 |  
|                                                        |  |                                            |         |   |                                            |   |         |  
|Income from operations                                  |  |                                            | 28,007  |   |                                            |   | 51,422  |  
|                                                        |  |                                            |         |   |                                            |   |         |  
|Other income (expense):                                 |  |                                            |         |   |                                            |   |         |  
|Accretion of discount to the relinquishment liability   |  |                                            | (5,106  | ) |                                            |   | (6,771  | )
|Interest income                                         |  |                                            | 989     |   |                                            |   | 1,058   |  
|Interest expense, net of capitalized interest           |  |                                            | (27,665 | ) |                                            |   | (22,831 | )
|Other income (expense), net                             |  |                                            | (633    | ) |                                            |   | 214     |  
|                                                        |  |                                            |         |   |                                            |   |         |  
|Total other expense                                     |  |                                            | (32,415 | ) |                                            |   | (28,330 | )
|                                                        |  |                                            |         |   |                                            |   |         |  
|Income (loss) from operations before minority interests |  |                                            | (4,408  | ) |                                            |   | 23,092  |  
|Minority interests                                      |  |                                            | 631     |   |                                            |   | 601     |  
|                                                        |  |                                            |         |   |                                            |   |         |  
|Net income (loss)                                       |  | $                                          | (3,777  | ) |                                            | $ | 23,693  |  
|                                                        |  |                                            |         |   |                                            |   |         |  

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 CHANGES IN CAPITAL

(in thousands)

(unaudited)



|                            |  |               |         |  
|--------------------------- |  | ------------- | ------- | -
|                            |  | Total Capital |        
|Balance, September 30, 2008 |  | $             | 128,011 |  
|Net loss                    |  |               | (3,777  | )
|Distributions to Tribe      |  |               | (14,931 | )
|                            |  |               |         |  
|Balance, December 31, 2008  |  | $             | 109,303 |  
|                            |  |               |         |  
|                            | 
|Balance, September 30, 2007 |  | $             | 58,751  |  
|Net income                  |  |               | 23,693  |  
|Distributions to Tribe      |  |               | (20,000 | )
|                            |  |               |         |  
|Balance, December 31, 2007  |  | $             | 62,444  |  
|                            |  |               |         |  

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 theThree Months EndedDecember 31, 2008 |          |   | For theThree Months EndedDecember 31, 2007 |  
|Cash flows provided by (used in) operating activities:                                                                          |  |                                            |          |   |                                            |   |          |  
|Net income (loss)                                                                                                               |  | $                                          | (3,777   | ) |                                            | $ | 23,693   |  
|Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:                                  |  |                                            |          |   |                                            |   |          |  
|Depreciation and amortization                                                                                                   |  |                                            | 26,526   |   |                                            |   | 24,545   |  
|Accretion of discount to the relinquishment liability                                                                           |  |                                            | 5,106    |   |                                            |   | 6,771    |  
|Cash paid for accretion of discount to the relinquishment liability                                                             |  |                                            | (3,386   | ) |                                            |   | (3,724   | )
|Accretion of discount to the Pocono Downs purchase settlement                                                                   |  |                                            | (262     | ) |                                            |   | (311     | )
|Net loss on disposition of assets                                                                                               |  |                                            | 305      |   |                                            |   | 96       |  
|Provision for losses on receivables                                                                                             |  |                                            | 1,988    |   |                                            |   | 4,133    |  
|Amortization of debt issuance costs                                                                                             |  |                                            | 1,448    |   |                                            |   | 1,099    |  
|Amortization of net deferred gain on settlement of derivative instruments                                                       |  |                                            | 114      |   |                                            |   | 114      |  
|Minority interests                                                                                                              |  |                                            | (631     | ) |                                            |   | (601     | )
|Changes in operating assets and liabilities:                                                                                    |  |                                            |          |   |                                            |   |          |  
|Decrease (increase) in receivables                                                                                              |  |                                            | 12,415   |   |                                            |   | (3,976   | )
|Increase in inventories                                                                                                         |  |                                            | (961     | ) |                                            |   | (151     | )
|Decrease in other assets                                                                                                        |  |                                            | 4,272    |   |                                            |   | 1,033    |  
|Decrease in trade payables                                                                                                      |  |                                            | (1,076   | ) |                                            |   | (291     | )
|Increase in other liabilities                                                                                                   |  |                                            | 3,799    |   |                                            |   | 18,449   |  
|                                                                                                                                |  |                                            |          |   |                                            |   |          |  
|Net cash flows provided by operating activities                                                                                 |  |                                            | 45,880   |   |                                            |   | 70,879   |  
|                                                                                                                                |  |                                            |          |   |                                            |   |          |  
|Cash flows provided by (used in) investing activities:                                                                          |  |                                            |          |   |                                            |   |          |  
|Purchases of property and equipment, net of (decrease) increase in construction payables of $(47,725) and $13,127,
respectively |  |                                            | (80,492  | ) |                                            |   | (51,293  | )
|Issuance of third party loans and advances                                                                                      |  |                                            | (2,081   | ) |                                            |   | (1,638   | )
|Proceeds from asset sales                                                                                                       |  |                                            | 75       |   |                                            |   | 1,186    |  
|Payments received on third-party loans                                                                                          |  |                                            | 73       |   |                                            |   | 413      |  
|Increase in restricted cash                                                                                                     |  |                                            | (3       | ) |                                            |   | (7       | )
|                                                                                                                                |  |                                            |          |   |                                            |   |          |  
|Net cash flows used in investing activities                                                                                     |  |                                            | (82,428  | ) |                                            |   | (51,339  | )
|                                                                                                                                |  |                                            |          |   |                                            |   |          |  
|Cash flows provided by (used in) financing activities:                                                                          |  |                                            |          |   |                                            |   |          |  
|Bank Credit Facility borrowingsrevolving loan                                                                                  |  |                                            | 406,000  |   |                                            |   | 139,000  |  
|Bank Credit Facility repaymentsrevolving loan                                                                                  |  |                                            | (176,000 | ) |                                            |   | (95,000  | )
|Bank Credit Facility repaymentsterm loan                                                                                       |  |                                            | (150,750 | ) |                                            |   |         |  
|Salishan Credit Facility borrowingsrevolving loan                                                                              |  |                                            | 1,250    |   |                                            |   | 1,500    |  
|Line of credit borrowings                                                                                                       |  |                                            | 147,038  |   |                                            |   | 108,248  |  
|Line of credit repayments                                                                                                       |  |                                            | (149,975 | ) |                                            |   | (124,684 | )
|Principal portion of relinquishment liability payments                                                                          |  |                                            | (4,912   | ) |                                            |   | (6,678   | )
|Distributions to Tribe                                                                                                          |  |                                            | (14,931  | ) |                                            |   | (20,000  | )
|Capitalized debt issuance costs                                                                                                 |  |                                            | (9,647   | ) |                                            |   |         |  
|Payments on capital lease obligations                                                                                           |  |                                            | (156     | ) |                                            |   |         |  
|Minority interest contributions and advances                                                                                    |  |                                            | 11       |   |                                            |   |         |  
|                                                                                                                                |  |                                            |          |   |                                            |   |          |  
|Net cash flows provided by financing activities                                                                                 |  |                                            | 47,928   |   |                                            |   | 2,386    |  
|                                                                                                                                |  |                                            |          |   |                                            |   |          |  
|Net increase in cash and cash equivalents                                                                                       |  |                                            | 11,380   |   |                                            |   | 21,926   |  
|Cash and cash equivalents at beginning of period                                                                                |  |                                            | 83,847   |   |                                            |   | 104,659  |  
|                                                                                                                                |  |                                            |          |   |                                            |   |          |  
|Cash and cash equivalents at end of period                                                                                      |  | $                                          | 95,227   |   |                                            | $ | 126,585  |  
|                                                                                                                                |  |                                            |          |   |                                            |   |          |  
|Supplemental disclosure:                                                                                                        |  |                                            |          |   |                                            |   |          |  
|Cash paid during the period for interest                                                                                        |  | $                                          | 15,005   |   |                                            | $ | 11,816   |  

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 AND BASIS OF PRESENTATION:

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 power 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, 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 have entered into such a compact (the Mohegan Compact), which has been
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 a gaming and entertainment complex known as Mohegan
Sun. 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 Tribal Council results in a corresponding change in the
Authoritys Management Board.

The following subsidiaries are 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 a professional basketball team in the Womens National Basketball Association (WNBA), the Connecticut Sun, and owns approximately 3.6% of the membership interests in WNBA,
LLC. Mohegan Golf owns and operates the Mohegan Sun Country Club at Pautipaug (Mohegan Sun Country Club) golf course in Southeastern Connecticut.

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. (collectively, the Pocono Downs Entities), while the
Authority holds a 99.99% limited partnership interest in each such entity. Downs Racing, L.P. (Downs Racing) owns and operates Mohegan Sun at Pocono Downs (Pocono Downs), a gaming and entertainment facility offering slot
machines and harness racing in Plains Township, Pennsylvania, and several off-track wagering (OTW) facilities located elsewhere in Pennsylvania. The Authority views Mohegan Sun and the properties owned by the Pocono Downs Entities as
separate operating segments.

Mohegan Ventures-NW and the Tribe hold 49.15% and 7.85% membership interests in Salishan-Mohegan, LLC
(Salishan-Mohegan), respectively, formed with an unrelated third party to participate in a proposed development and management of a 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 and Mohegan Ventures, LLC
(MV), a wholly owned subsidiary of the Tribe, hold 85.4% and 14.6% membership interests in Wisconsin Tribal Gaming, LLC (WTG), respectively, formed to participate in a proposed development of a 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 was formed to evaluate and pursue new business opportunities
on behalf of the Authority and the Tribe. MG&H holds a 100% membership interest in Mohegan Resorts, LLC (Mohegan Resorts), which in turn holds a 100% membership interest in Mohegan Resorts Mass, LLC, formed to evaluate potential
gaming opportunities in the Commonwealth of Massachusetts. Mohegan Resorts also holds a 100% membership interest in Mohegan Resorts Kansas, LLC, formed in connection with an effort, ended in



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



September 2008, to secure a gaming license for the development of a gaming facility in the State of Kansas. It is anticipated that certain of the
Authoritys and the Tribes future diversification efforts will be conducted, directly or indirectly, through MG&H and Mohegan Resorts.

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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 the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In accordance with
Rule 10-01, the 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 year-end condensed consolidated balance sheet data 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 the
opinion of management, all adjustments (consisting of normal recurring accruals and adjustments) considered necessary for a fair statement of the results for the interim period have been included. Operating results for the three months ended
December 31, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2009.

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, 2008. In addition, certain amounts in the 2008 condensed consolidated financial statements have been reclassified to conform to the 2009 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 the Financial Accounting Standard Board (the FASB)
Interpretation No. 46(R), Consolidation of Variable Interest Entities (revised December 2003)an interpretation of ARB No. 51 (FIN 46), 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 are eliminated.

Receivables

Accounts receivable consists primarily of casino receivables, which represent credit extended to approved casino customers, and hotel and other non-gaming
receivables. The Authority maintains an allowance for doubtful accounts, which is based on managements estimate of the amount expected to be uncollectible considering historical experience, the information management obtains regarding the
creditworthiness of the customer and all other available information. Future business or economic trends could affect the collectibility of these receivables.

Receivables from affiliates, which are recorded in other assets in the accompanying condensed consolidated balance sheets, consist primarily of reimbursable costs and expenses incurred by Salishan-Mohegan for the
Cowlitz Project and WTG 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 inherent uncertainty in the



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



development of the Cowlitz Project, the Authority maintains a reserve for doubtful collection of the Salishan- Mohegan receivables, which is based on
managements estimate of the probability that the receivables will be collected. Future complications in the receipt of financing, the relevant land being taken into trust or other matters affecting the Cowlitz Project could affect the
collectibility of the receivables. The WTG receivables are payable upon the receipt of necessary financing for the development of the proposed casino. As of September 30, 2008, the Authority had fully reserved the WTG receivables, and as of
December 31, 2008, the WTG receivables remain fully reserved.

New Accounting Pronouncements

On October 1, 2008, the Authority adopted the provisions of the FASB Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements (SFAS No. 157) for financial assets and liabilities. The Authority did not adopt the provisions of SFAS No. 157 that relate to non-financial assets pursuant to FASB Staff Position
SFAS 157-2, Effective Date of FASB Statement No. 157. The major categories of assets that are measured at fair value for which the Authority has not applied the provisions of SFAS No. 157 include the measurement of fair
value in the first step of a goodwill impairment test under SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 157 clarifies how companies are required to use a fair value measure for recognition and disclosure
by establishing a common definition of fair value, a framework for measuring fair value, and expanding disclosures about fair value measurements. The adoption of SFAS No. 157 did not have a material impact on the Authoritys results
of operations or financial position.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS
141(R)) and SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements (SFAS 160). SFAS 141(R) requires the acquiring entity in a business combination to record all assets acquired and liabilities
assumed at their respective acquisition-date fair values and changes other practices under SFAS 141. SFAS 141(R) also requires additional disclosure of information surrounding a business combination, such that users of the entitys financial
statements can fully understand the nature and financial impact of the business combination. SFAS 160 requires entities to report non-controlling (minority) interests in subsidiaries as equity in the consolidated financial statements. The Authority
is required to adopt SFAS 141(R) and SFAS 160 simultaneously in its fiscal year beginning October 1, 2009. The provisions of SFAS 141(R) will only impact the Authority if it is party to a business combination after the pronouncement has been
adopted. The Authority is currently evaluating the potential impact, if any, that SFAS 160 may have on its financial position, results of operations and cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161)an amendment of SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS 133). SFAS 161 requires enhanced disclosures for derivative instruments and hedging activities, including disclosures regarding how: (i) an entity uses derivative
instruments; (ii) derivative instruments and related hedged items are accounted for under SFAS 133; and (iii) derivative instruments and related hedged items affect an entitys financial position, financial performance and cash flows.
SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Authority does not believe the adoption of this standard will have a material impact on its financial position,
results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles (SFAS 162). SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in
conformity with generally accepted accounting principles in the United States. SFAS 162 is effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly in Conformity



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



with Generally Accepted Accounting Principles. The Authority is currently evaluating the potential impact, if any, that SFAS 162 may have on its
financial position, results of operations and cash flows.

NOTE 3FINANCING FACILITIES:

Financing facilities consist of the following (in thousands):



|                                                 |  |                  |           |                   |   |          
|------------------------------------------------ |  | ---------------- | --------- | ----------------- | - | ---------
|                                                 |  | December 31,2008 |           | September 30,2008
|Bank Credit Facility                             |  | $                | 379,250   |                   | $ | 300,000  
|2005 61/8% Senior Notes                          |  |                  | 250,000   |                   |   | 250,000  
|2001 83/8% Senior
Subordinated Notes             |  |                  | 16,345    |                   |   | 16,345   
|2002 8% Senior Subordinated Notes                |  |                  | 250,000   |                   |   | 250,000  
|2003 63/8% Senior
Subordinated Notes             |  |                  | 330,000   |                   |   | 330,000  
|2004 71/8% Senior Subordinated Notes             |  |                  | 225,000   |                   |   | 225,000  
|2005 67/8% Senior Subordinated Notes             |  |                  | 150,000   |                   |   | 150,000  
|WNBA Promissory Note                             |  |                  | 3,000     |                   |   | 3,000    
|Line of Credit                                   |  |                  |          |                   |   | 2,938    
|Salishan Credit Facility                         |  |                  | 22,250    |                   |   | 21,000   
|Menominee Kenosha Gaming Authority Note Payable  |  |                  | 600       |                   |   | 600      
|                                                 |  |                  |           |                   |   |          
|Subtotal                                         |  |                  | 1,626,445 |                   |   | 1,548,883
|Net deferred gain on derivative instruments sold |  |                  | 1,484     |                   |   | 1,369    
|                                                 |  |                  |           |                   |   |          
|Total debt                                       |  | $                | 1,627,929 |                   | $ | 1,550,252
|                                                 |  |                  |           |                   |   |          

Bank Credit Facility

On December 10, 2008, the Authority entered into a Third Amended and Restated Loan Agreement
(the Bank Credit Facility) providing for up to $850.0 million of borrowing capacity from a syndicate of 23 financial institutions and commercial banks, with Bank of America, N.A., serving as Administrative Agent. The Bank Credit Facility
includes term loans in the amount of $150.0 million, which amortize at a rate of $750,000 per quarter beginning December 31, 2008 and continue through March 31, 2010. If the term loans are not fully repaid prior to June 30, 2010, the
amortization rate under the Bank Credit Facility increases to $30.0 million per quarter beginning June 30, 2010, with an automatic and permanent reduction of the revolving loan, subsequent to the amortization of the term loans. The maturity
date of the Bank Credit Facility is March 9, 2012, upon which all remaining balances outstanding on the term loans and revolving loans are payable. Proceeds from the Bank Credit Facility may be used to repay the 63/8% $330.0 million Senior Subordinated Notes at maturity on July 15, 2009, and it is the Authoritys intent to utilize the
Bank Credit Facility for this purpose.

As of December 31, 2008, the
amount under letters of credit issued pursuant to the Bank Credit Facility totaled $7.2 million, of which no amount was drawn (refer to Letters of Credit below). Inclusive of term loans and letters of credit, which reduce borrowing
availability under the Bank Credit Facility, the Authority had approximately $462.8 million of borrowing capacity under the Bank Credit Facility as of December 31, 2008, without taking into account covenants under the Bank Credit Facility and
the Authoritys Line of Credit and note indentures. Considering restrictive financial covenants under the Bank Credit Facility and note indentures, the amount of additional borrowings the Authority could incur under the Bank Credit Facility in
conjunction with its current permitted borrowings (which includes the ability to repay the 63/8% $330.0 million Senior
Subordinated Notes at maturity on July 15, 2009 with proceeds from the Bank Credit Facility) approximated $49.4 million as of December 31, 2008.



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



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, the Applicable Rate based on either the applicable pricing period as set forth in the Bank Credit Facility or the
Authoritys total leverage ratio, depending on whether any term loans remain outstanding at the time each loan is made (as each term is defined under the Bank Credit Facility). The Authority also pays commitment fees for the unused portion of
the revolving loans on a quarterly basis equal to the product obtained by multiplying the Applicable Rate for commitment fees by the average daily unused commitment for that calendar quarter. The Applicable Rate for Base Rate loans is between 2.25%
and 3.25% if any term loans remain outstanding, and between 0.75% and 2.25% after the term loans are fully repaid. The Applicable Rate for Eurodollar Rate loans is between 3.50% and 4.50% if any term loans remain outstanding, and between 2.00% and
3.50% after the term loans are fully repaid. The Applicable Rate for commitment fees is 0.50% if any term loans remain outstanding, and between 0.20% and 0.50% after the term loans are fully repaid. The Base Rate is the higher of Bank of
Americas announced Prime Rate, the LIBOR 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 December 31, 2008, the Authority had $379.3 million Eurodollar Rate loans and no Base Rate loans outstanding. The Eurodollar Rate loans outstanding at December 31, 2008
were comprised of: (1) $149.3 million in term loans based on a one-month Eurodollar Rate of 0.46% plus an Applicable Rate of 3.50%; (2) $216.0 million in revolving loans based on a one-month Eurodollar Rate of 1.83% plus an Applicable Rate
of 3.50%; and (3) $14.0 million in revolving loans based on a one-month Eurodollar Rate of 1.20% plus an Applicable Rate of 3.50%. The Applicable Rate for commitment fees was 0.50% as of December 31, 2008. Accrued interest, including
commitment fees, on the Bank Credit Facility was $803,000 and $89,000 as of December 31, 2008 and September 30, 2008, respectively.

The Bank Credit Facility is collateralized by a lien on substantially all of the Authoritys assets, including the assets that comprise Pocono Downs and a leasehold mortgage on the land previously taken into trust by the federal
government and improvements which comprise Mohegan Sun. The Authority also will be required to pledge additional assets as collateral for the Bank Credit Facility as it or its guarantor subsidiaries acquire them. The Authoritys obligations
under the Bank Credit Facility are guaranteed by MBC, Mohegan Ventures-NW, MCV-PA, the Pocono Downs Entities, Mohegan Golf, MVW, WTG and MTGA Gaming. The Bank Credit Facility subjects the Authority to a number of restrictive covenants, including
financial covenants. These financial covenants relate to, among other things, the Authoritys permitted total debt and senior debt leverage ratios, minimum fixed charge coverage ratio and maximum capital expenditures.

The Bank Credit Facility includes non-financial covenants by the Authority and the Tribe of the type customarily found in loan agreements for similar
transactions including requirements that:



| |  |  | the Tribe preserves its existence as a federally recognized Indian tribe;
| | - |  | -------------------------------------------------------------------------



| |  |  | the Tribe causes the Authority to continually operate Mohegan Sun and the Pocono Downs Entities in compliance with all applicable laws; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | except under specific conditions, limit the Authority from selling or disposing of its assets, limit the transfer of the Authoritys and its guarantor
subsidiaries assets to non-guarantor entities, limit the incurrence by the Authority and its guarantor subsidiaries of other debt or contingent obligations and limit the Authoritys and its guarantor subsidiaries ability to extend
credit, make investments or commingle their assets with assets of the Tribe.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a result of the declines in business
volumes and the uncertainties in the current financial markets, the Authority has undertaken a series of steps to reduce expenditures, including the suspension of construction on



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



several elements of the Earth Expansion and Property Infrastructure components of Project Horizon, in an effort to ensure continued compliance with its
financial covenants. The Authority also has implemented a company-wide cost containment program that became effective on February 1, 2009. This program includes, among other things, employee salary rollbacks, suspension of all annual and
merit-based compensation increases, suspension of employer-matching 401(k) contributions and funding of other contributions to the Mohegan Retirement and 401(k) Plan. In addition, the Authority implemented a number of other cost containment
initiatives to reduce operating expenses, including reductions in advertising expenditures, certain marketing programs, hours of operation in certain food and beverage and retail outlets and reductions in most other operating cost categories.

The Authority continues to monitor revenues and expenditures to ensure continued compliance with applicable covenants and may need to
implement additional cost containment measures based upon recent operating results. If the Authority is unable to sufficiently offset declines in its revenues or if it is not able to execute the initiatives outlined above, it may not be able to
satisfy its financial covenants under the Bank Credit Facility. In such event, the Authority would need to obtain waivers or amendments under its Bank Credit Facility; however, no assurance can be made that the Authority 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 its Bank Credit Facility, which may result in cross-defaults under its senior notes and senior subordinated notes. If such defaults
or cross-defaults were to occur, it would allow the Authoritys lenders to exercise their rights and remedies as defined under their respective agreements, including the right to accelerate the outstanding indebtedness. If such acceleration
were to occur, the Authority cannot provide any assurance that it would be able to obtain the financing necessary to repay such accelerated indebtedness.

As of December 31, 2008, the Authority and the Tribe were in compliance with all of their respective covenant requirements under the Bank Credit Facility.

2005 61/8% Senior Notes

In
February 2005, the Authority issued $250.0 million Senior Notes with fixed interest payable at a rate of 6.125% per annum (the 2005 Senior Notes). The net proceeds from this financing were used to repay amounts outstanding
under the then existing bank credit facility and to pay fees and expenses associated with the issuance. The 2005 Senior Notes mature on February 15, 2013. The first call date for the 2005 Senior Notes is February 15, 2009. Interest on the
2005 Senior Notes is payable semi-annually on February 15thand August 15th. The 2005 Senior Notes are uncollateralized general obligations of the Authority, which are effectively subordinated to all of the existing and future senior secured indebtedness of
the Authority, including the Bank Credit Facility. The 2005 Senior Notes rank equally in right of payment with the Authoritys Senior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing and rank
senior to the Authoritys Junior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing, the 2001 Senior Subordinated Notes, the 2002 Senior Subordinated Notes, the 2003 Senior Subordinated Notes, the
2004 Senior Subordinated Notes and the 2005 Senior Subordinated Notes. MBC, Mohegan Ventures-NW, MCV-PA, the Pocono Downs Entities, Mohegan Golf, MVW, WTG and MTGA Gaming are guarantors of the 2005 Senior Notes. Refer to Note 8 for condensed
consolidating financial information of the Authority and its guarantor subsidiaries and non-guarantor entities. As of December 31, 2008 and September 30, 2008, accrued interest on the 2005 Senior Notes was $5.7 million and $1.9 million,
respectively.

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 proceeds from this financing were used to pay transaction costs, pay down
$90.0 million on the then existing bank credit facility and fund costs related to



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



Project Sunburst. Interest on the 2001 Senior Subordinated Notes is payable semi-annually on January 1stand July 1st. The 2001 Senior Subordinated Notes mature on July 1,
2011. The first call date for the 2001 Senior Subordinated Notes was July 1, 2006. The 2001 Senior Subordinated Notes are uncollateralized general obligations of the Authority and are subordinated to the Bank Credit Facility, the 2005 Senior
Notes and in a liquidation, bankruptcy or similar proceeding, the Authoritys Senior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. The 2001 Senior Subordinated Notes rank equally with the
2002 Senior Subordinated Notes, the 2003 Senior Subordinated Notes, the 2004 Senior Subordinated Notes, the 2005 Senior Subordinated Notes and the Authoritys Junior Relinquishment Payment obligations under the Relinquishment Agreement that are
then due and owing. MBC is a guarantor of the 2001 Senior Subordinated Notes. Refer to Note 8 for condensed consolidating financial information of the Authority and its guarantor subsidiaries and non-guarantor entities.

In August 2004, the Authority completed a cash tender offer and consent solicitation to repurchase any or all of its outstanding 2001 Senior Subordinated
Notes. As part of the tender offer, the Authority solicited and received requisite consents to certain proposed amendments to the indentures governing the 2001 Senior Subordinated Notes, which eliminated substantially all of the restrictive
covenants thereunder. The aggregate principal amount of 2001 Senior Subordinated Notes tendered was $133.7 million. An aggregate principal amount of $16.3 million of the 2001 Senior Subordinated Notes remain outstanding as of December 31, 2008.
As of December 31, 2008 and September 30, 2008, accrued interest on the 2001 Senior Subordinated Notes was $684,000 and $342,000, respectively.

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 proceeds from this financing were used to pay transaction
costs and pay down $243.0 million on the then existing bank credit facility. Interest on the 2002 Senior Subordinated Notes is payable semi-annually on April 1stand October 1st. The 2002 Senior Subordinated Notes mature on April 1, 2012. The first call date for the
2002 Senior Subordinated Notes was April 1, 2007. The 2002 Senior Subordinated Notes are uncollateralized general obligations of the Authority and are subordinated to the Bank Credit Facility, the 2005 Senior Notes and, in a liquidation,
bankruptcy or similar proceeding, the Authoritys Senior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. The 2002 Senior Subordinated Notes rank equally with the 2001 Senior Subordinated Notes,
the 2003 Senior Subordinated Notes, the 2004 Senior Subordinated Notes, the 2005 Senior Subordinated Notes and the Authoritys Junior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. MBC,
Mohegan Ventures-NW, MCV-PA, the Pocono Downs Entities, Mohegan Golf, MVW, WTG and MTGA Gaming are guarantors of the 2002 Senior Subordinated Notes. Refer to Note 8 for condensed consolidating financial information of the Authority and its guarantor
subsidiaries and non-guarantor entities. As of December 31, 2008 and September 30, 2008, accrued interest on the 2002 Senior Subordinated Notes was $5.0 million and $10.0 million, respectively.

2003 63/8% Senior Subordinated Notes

In July 2003, the Authority issued $330.0 million Senior Subordinated Notes with fixed interest payable at a rate of 6.375% per annum (the 2003 Senior Subordinated Notes). The proceeds from this financing were used
to repurchase substantially all of the outstanding $300.0 million 8.75% Senior Subordinated Notes issued in March 1999 and to pay fees and expenses associated with the issuance. Interest on the 2003 Senior Subordinated Notes is payable semi-annually
on January 15thand July 15th. The
2003 Senior Subordinated Notes mature on July 15, 2009. The Authority has the option of repaying the 2003 Senior Subordinated Notes at maturity with



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



proceeds from the Bank Credit Facility, and it is the Authoritys intent to utilize the Bank Credit Facility for this purpose. In accordance with SFAS
No. 6, Classification of Short-Term Obligations Expected to Be Refinanced (SFAS No. 6), the Authority has classified the 2003 Senior Subordinated Notes as long-term debt for financial reporting purposes based on the
Authoritys intent and ability to refinance this debt on a long-term basis through the use of proceeds from the Bank Credit Facility. The 2003 Senior Subordinated Notes are uncollateralized general obligations of the Authority and are
subordinated to the Bank Credit Facility, the 2005 Senior Notes and, in a liquidation, bankruptcy or similar proceeding, the Authoritys Senior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing.
The 2003 Senior Subordinated Notes rank equally with the 2001 Senior Subordinated Notes, the 2002 Junior Subordinated Notes, the 2004 Senior Subordinated Notes, the 2005 Senior Subordinated Notes and the Authoritys Senior Relinquishment
Payment obligations under the Relinquishment Agreement that are then due and owing. MBC, Mohegan Ventures-NW, MCV-PA, the Pocono Downs Entities, Mohegan Golf, MVW, WTG and MTGA Gaming are guarantors of the 2003 Senior Subordinated Notes. Refer to
Note 8 for condensed consolidating financial information of the Authority and its guarantor subsidiaries and non-guarantor entities. As of December 31, 2008 and September 30, 2008, accrued interest on the 2003 Senior Subordinated Notes was
$9.6 million and $4.4 million, respectively.

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 net proceeds from this financing, together with $130.0 million of availability under the then existing bank credit facility, were used to
repurchase substantially all of the outstanding 2001 Senior Subordinated Notes and substantially all of the outstanding 1999 Senior Notes tendered in the tender offers described above and to pay fees and expenses associated with the issuance. The
2004 Senior Subordinated Notes mature on August 15, 2014. The first call date for the 2004 Senior Subordinated Notes is August 15, 2009. Interest on the 2004 Senior Subordinated Notes is payable semi-annually on
February 15thand August 15th. The
2004 Senior Subordinated Notes are uncollateralized general obligations of the Authority and are subordinated to the Bank Credit Facility, the 2005 Senior Notes and, in a liquidation, bankruptcy or similar proceeding, the Authoritys Senior
Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. The 2004 Senior Subordinated Notes rank equally with the 2001 Senior Subordinated Notes, the 2002 Senior Subordinated Notes, the 2003 Senior
Subordinated Notes, the 2005 Senior Subordinated Notes and the Authoritys Junior Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. MBC, Mohegan Ventures-NW, MCV-PA, the Pocono Downs Entities,
Mohegan Golf, MVW, WTG and MTGA Gaming are guarantors of the 2004 Senior Subordinated Notes. Refer to Note 8 for condensed consolidating financial information of the Authority and its guarantor subsidiaries and non-guarantor entities. As of
December 31, 2008 and September 30, 2008, accrued interest on the 2004 Senior Subordinated Notes was $6.0 million and $2.0 million, respectively.

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 net proceeds from this financing
were used to repay amounts outstanding under the then existing bank credit facility and to pay fees and expenses associated with the issuance. The 2005 Senior Subordinated Notes mature on February 15, 2015. The first call date for the 2005
Senior Subordinated Notes is February 15, 2010. Interest on the 2005 Senior Subordinated Notes is payable semi-annually on February 15thand August 15th. The 2005 Senior Subordinated Notes are uncollateralized general obligations of the Authority and are subordinated to the Bank
Credit Facility, the 2005 Senior Notes and in a liquidation, bankruptcy or similar proceeding, the Authoritys Senior



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



Relinquishment Payment obligations under the Relinquishment Agreement that are then due and owing. The 2005 Senior Subordinated Notes rank equally with the
2001 Senior Subordinated Notes, the 2002 Senior Subordinated Notes, the 2003 Senior Subordinated Notes, the 2004 Senior Subordinated Notes and the Authoritys Junior Relinquishment Payment obligations under the Relinquishment Agreement that are
then due and owing. MBC, Mohegan Ventures-NW, MCV-PA, the Pocono Downs Entities, Mohegan Golf, MVW, WTG and MTGA Gaming are guarantors of the 2005 Senior Subordinated Notes. Refer to Note 8 for condensed consolidating financial information of the
Authority and its guarantor subsidiaries and non-guarantor entities. As of December 31, 2008 and September 30, 2008, accrued interest on the 2005 Senior Subordinated Notes was $3.9 million and $1.3 million, respectively.

The senior and senior subordinated note indentures contain certain financial and non-financial covenants with which the Authority and the Tribe must
comply. The financial covenants include, among other things, limitations on restricted payments and the incurrence of indebtedness, while the non-financial covenants include, among other things, reporting obligations, compliance with laws and
regulations and the Authoritys continued existence. As of December 31, 2008, both the Authority and the Tribe were in compliance with all of their respective covenant requirements in the senior and senior subordinated note indentures.

WNBA Promissory Note

The Authority and MBC are parties to a membership agreement with WNBA, LLC (the Membership Agreement). The Membership Agreement sets forth the terms and conditions pursuant to which MBC acquired a membership in the WNBA and the
right to own and operate a professional basketball team in the WNBA. The Authority guaranteed the obligations of MBC under the Membership Agreement.

In consideration for this acquisition, MBC paid $2.0 million, with funds advanced from the Authority, and issued a promissory note to the WNBA (the WNBA Note) for $8.0 million. The WNBA Note accrues
interest at an annual rate equal to a three-month Eurodollar Rate plus 1.50%. The Authority guaranteed the obligations of MBC under the WNBA Note. Pursuant to the WNBA Note, principal payments of $1.0 million, subject to adjustment for certain
revenue thresholds and interest payments are required to be paid to the WNBA on each anniversary date of the WNBA Note. The WNBA Note is scheduled to mature in January 2011, but will mature no later than January 2013. As of December 31, 2008
and September 30, 2008, the principal balance outstanding on the WNBA Note was $3.0 million. As of December 31, 2008 and September 30, 2008, accrued interest on the WNBA Note was $131,000 and $94,000, respectively.

Line of Credit

The Authority has a
$25.0 million revolving loan agreement with Bank of America (the Line of Credit). Each advance accrues interest on the basis of a one-month Eurodollar Rate, plus the Applicable Margin determined on the basis of the Authoritys
Leverage Ratio, as each term is defined under the Line of Credit. Borrowings under the Line of Credit are uncollateralized obligations of the Authority. The Authority has commenced discussions with Bank of America to extend the maturity date of the
Line of Credit, which matures on March 31, 2009. The Line of Credit subjects the Authority to certain covenants, including a covenant to maintain at least $25.0 million available for borrowing under the Bank Credit Facility. As of
December 31, 2008, the Authority was in compliance with all covenant requirements under the Line of Credit and had $25.0 million of borrowing capacity thereunder. As of December 31, 2008 and September 30, 2008, there was no accrued
interest on the Line of Credit.



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



Letters of Credit

As of December 31, 2008, the Authority maintained five uncollateralized letters of credit, three of which are maintained to satisfy potential
workers compensation liabilities, pari-mutuel wagering tax liabilities of the Pocono Downs Entities and potential contractor and subcontractor liabilities relating to Project Horizon, and two of which are related to road work at the Pocono
Downs facilities. The letters of credit expire on various dates from April 2009 through January 2010, subject to renewals. As of December 31, 2008, no amounts were drawn on the letters of credit.

Salishan-Mohegan Bank Credit Facility

In October 2006, Salishan-Mohegan entered into a $25.0 million revolving loan agreement with Bank of America (the Salishan Credit Facility), which matures on September 30, 2009. The revolving loan has no mandatory
amortization provisions and is payable in full at maturity. 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 a spread of 1.25% for Base Rate loans and an Applicable Rate, as defined under the Salishan Credit Facility, of 2.25% 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 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 a number of restrictive covenants, including financial and non-financial covenants customarily found in loan agreements for similar transactions.

As of December 31, 2008, Salishan-Mohegan had $22.3 million in Eurodollar Rate loans and no Base Rate loans outstanding. The Eurodollar Rate loans
outstanding at December 31, 2008 were comprised of: (1) $19.3 million in loans based on a one-month Eurodollar Rate of 0.47% plus an Applicable Rate of 2.25%, and (2) $3.0 million in loans based on a one-month Eurodollar Rate of 0.96%
plus an Applicable Rate of 2.25%. The Applicable Rate for commitment fees was 0.50% as of December 31, 2008. As of December 31, 2008, Salishan-Mohegan had $2.7 million of borrowing capacity under the Salishan Credit Facility. As of
December 31, 2008 and September 30, 2008, accrued interest on the Salishan Credit Facility was $8,000 and $11,000, respectively.

Derivative Instruments

The Authority is considered an end user of derivative instruments and engages in
derivative transactions from time to time for risk management purposes only. There were no derivative instruments held by the Authority as of December 31, 2008 and September 30, 2008.

Interest rate swap agreements hedging on currently outstanding debt instruments of the Authority, which qualified for hedge accounting in accordance with
SFAS 133 and were designated as fair value hedges, were sold in prior fiscal years for a net aggregate gain of $1.7 million. The $1.7 million net aggregate gain was deferred and added to the carrying value of the respective notes being hedged and is
being amortized and recorded to interest expense over the remaining term of the respective notes. For each of the three months ended December 31, 2008 and 2007, the Authority recorded amortization of $114,000 to interest expense related to the
sale of these derivative instruments. The Authority expects to record $11,000 to offset interest expense over the next 12 months.



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



NOTE 4RELATED PARTY TRANSACTIONS:

The Tribe provides governmental and certain administrative services to the Authority in conjunction with the operation of Mohegan Sun. During the three
months ended December 31, 2008 and 2007, the Authority incurred $7.0 million and $6.0 million, respectively, of expenses for such services.

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 $6.3 million for such
utilities during each of the three months ended December 31, 2008 and 2007.

The Authority has entered into a land lease agreement
with the Tribe for access to Mohegan Sun. The Authority expensed $12,000 relating to this land lease agreement for each of the three months ended December 31, 2008 and 2007.

In July 2008, the Authority entered into a new land lease agreement with the Tribe, replacing the then existing land lease agreement, relating to
property located adjacent to the Tribes reservation that is used by Mohegan Suns employees for parking. The new agreement requires the Authority to make monthly payments equaling $75,000 until maturity on June 30, 2018. The
Authority has 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 expensed $53,000 relating to the prior land lease agreement
during the three months ended December 31, 2007.

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 in 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.

NOTE 5COMMITMENTS AND CONTINGENCIES:

Slot
Win Contribution

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 earned on 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 operations with slot machines or other commercial casino table games within Connecticut, except those



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



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: (a) 30% of gross revenues from slot machines, or (b) the greater of (i) 25% of gross revenues from slot machines or (ii) $80.0 million.

In 2006, the State of Connecticut asserted that Slot Win Contribution payments are required in connection with free promotional slot plays, such as the
Authoritys e-Bonus and the MPTs Free Play programs. In December 2006, the State of Connecticut filed suit against the MPT seeking a declaratory judgment that patrons Free Play at Foxwoods Resort
Casino constitutes as a wager for purposes of calculating Slot Win Contribution payments. In October 2007, the Tribe entered into an agreement with the State of Connecticut to escrow, on a monthly basis, an amount equal to 25% of the
value of all e-Bonus plays by patrons at Mohegan Sun. As a result, during the three months ended December 31, 2008 and 2007, the Authority reflected expenses associated with the e-Bonus escrow agreement, which are
included in the Authoritys Slot Win Contribution, totaling $1.3 million and $186,000, respectively. Pursuant to the escrow agreement, escrowed funds or a portion thereof associated with prizes paid for e-Bonus plays,
plus interest thereon, will either be forwarded to the State of Connecticut or returned to the Authority, pending the outcome of the dispute between the Tribe and the State of Connecticut and its lawsuit against the MPT. As of December 31, 2008
and September 30, 2008, the e-Bonus escrow with the State of Connecticut totaled $8.0 million and $6.2 million, respectively.

The
Authority reflected expenses associated with the Slot Win Contribution and e-Bonus escrow totaling $50.1 million and $52.3 million for the three months ended December 31, 2008 and 2007, respectively. As of December 31, 2008 and
September 30, 2008, outstanding Slot Win Contribution and e-Bonus escrow payments to the State of Connecticut totaled $16.0 million and $17.5 million, respectively.

Pennsylvania Gaming 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 Pocono Downs. This license permits Downs Racing to install and operate up to 3,000 slot machines at Pocono Downs. However, under certain circumstances,
Downs Racing may install and operate up to a total of 5,000 slot machines. After the satisfaction of certain regulatory conditions and payment of a $50.0 million one-time slot machine license fee to the PGCB in October 2006, Downs Racing opened
Phase I of its gaming and entertainment facility in November 2006.

The Race Horse Development and Gaming Act of 2004 (the
Pennsylvania Gaming Act) stipulates that holders of Category One slot machine licenses must pay a portion of gross slot revenues to the PGCB on a daily basis (Pennsylvania Gaming Tax), which includes local share assessments
to be paid to the cities and municipalities hosting Pocono Downs and amounts to be paid to the Pennsylvania Harness Horsemens Association, Inc., (the PHHA). The Pennsylvania Gaming Tax payable to the PGCB on a daily basis is
currently 55% of gross slot revenues. In addition to the daily Pennsylvania Gaming Tax, Downs Racing must pay, on an annual basis, to the PGCB, amounts necessary to ensure that the host cities and municipalities receive an annual minimum of $10.0
million from the local share assessments. The local share assessments are equal to the greater of 2% of annual gross slot revenues or $10.0 million. The amounts to be paid to the PHHA are 12% of gross slot revenues. Downs Racing maintains a $5.0
million escrow deposit in the name of the Commonwealth of Pennsylvania for Pennsylvania Gaming Tax payments to the PGCB, which is included in other assets in the accompanying condensed consolidated balance sheets.

The Authority reflected expenses associated with the Pennsylvania Gaming Tax totaling $28.7 million and $23.7 million for the three months ended
December 31, 2008 and 2007, respectively. As of December 31, 2008 and September 30, 2008, outstanding Pennsylvania Gaming Tax payments to the PGCB totaled $7.1 million and $5.2 million, respectively.



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



PGCB Regulatory Fees

In addition to the Pennsylvania Gaming Tax described above, holders of slot machine licenses also are required to reimburse the PGCB for administrative
and operating expenses incurred. The assessment of this amount on Downs Racing and other slot facility operators is yet to be finalized. Based upon an estimate of Pocono Downs gross slot revenues compared to current and future licensees in the
Commonwealth of Pennsylvania, Downs Racing is recording expenses associated with this reimbursement at a rate of 1.5% of gross slot revenues. This rate has been approved by the PGCB, which receives corresponding payments on a weekly basis from Downs
Racing. The Authority reflected expenses associated with this regulatory fee assessment totaling $808,000 and $614,000 for the three months ended December 31, 2008 and 2007, respectively. As of December 31, 2008 and September 30,
2008, outstanding regulatory fee payments to the PGCB totaled $34,000 and $73,000, respectively. Additionally, in order to fund current operations of the PGCB, two loans in the amount of $36.0 million and $22.6 million were granted to the PGCB and a
$7.0 million payment was made to the PGCB by current licensees from gaming tax funds received by the Commonwealth of Pennsylvania. The loans and the $7.0 million payment were used to cover expenses incurred by the PGCB from inception to
June 30, 2008, and are anticipated to be repaid in total by slot machine licensees once all approved gaming facilities are open. Each licensees share of these costs will be proportionally allocated based on each licensees gross slot
revenues. In January 2007, Downs Racing made a prepayment to the PGCB of $800,000 for a portion of its incurred expenses, which is recorded in other current assets in the accompanying condensed consolidated balance sheets.

Priority Distribution

In August
2001, the Authority and the Tribe entered into an agreement (the Priority Distribution Agreement), which obligates the Authority to make monthly payments to the Tribe to the extent of the Authoritys net cash flow, as defined in the
Priority Distribution Agreement. The Priority Distribution Agreement, which has a perpetual term, limits the maximum aggregate payments by the Authority to the Tribe 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. However, payments pursuant to the Priority Distribution Agreement do not reduce the Authoritys obligations to make payments to reimburse the Tribe
for governmental services provided by the Tribe or any payments under any other agreements with the Tribe. The monthly payments under the Priority Distribution Agreement are limited obligations of the Authority payable only to the extent of its net
cash flow, as defined in the Priority Distribution Agreement, and are not secured by a lien or encumbrance on any assets or property of the Authority. The Authoritys condensed consolidated financial statements reflect payments associated with
the Priority Distribution Agreement of $4.4 million and $4.2 million for the three months ended December 31, 2008 and 2007, respectively.

Agreement with the Town of Montville

In June 1994, the Tribe and the Town of Montville (the Town) entered into
an agreement whereby the Tribe agreed to pay to the Town an annual payment of $500,000 to minimize the impact on the Town resulting from the decreased tax revenues on reservation land held in trust. The Tribe assigned its right and obligations in
the agreement with the Town to the Authority.

ACLS of New England, Inc.

The Authority has a 10-year laundry service agreement with ACLS of New England, Inc., (ACLS). The Authority has an option to renew the
agreement for one additional 10-year term after its expiration in October 2012. Under the laundry service agreement, the Authority is required to pay an agreed upon rate for laundry



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



services, adjusted annually for the Consumer Price Index and unusual increases in energy costs. Additionally, the Authority has made a $500,000 loan to ACLS
to develop the laundry service facility. Pursuant to the terms of the loan, interest accrues based on the exercise of the renewal options or other certain circumstances. In the event that circumstances occur where interest accrues, interest will
accrue at an annual rate of 5% commencing from the date of the advance.

The Authority also entered into co-investment and escrow
agreements with the MPT and ACLS. Under the terms of those agreements, the Authority and the MPT may, under certain circumstances, become joint owners of the laundry facility and consequently be jointly and severally obligated to repay a term loan
which is secured by a mortgage on the laundry facility. The terms of the agreements are 10 years, and should the Authority and the MPT become obligated to repay the term loan, the maximum potential future principal payments (undiscounted) that the
Authority and the MPT could be required to make are approximately $2.9 million as of December 31, 2008.

Pennsylvania Property Tax

A final settlement was reached in June 2007 between the various parties involved in a dispute with Downs Racing, relating to certain
property tax assessments, in Wilkes-Barre, Pennsylvania. Based on the settlement, Downs Racing is required to make agreed upon payments to the Wilkes-Barre Area School District for each tax year through 2015 totaling $18.2 million.

Project Horizon Suspension

On
September 22, 2008, the Authority announced the suspension of the hotel, retail and parking garage elements of the Earth Expansion component of Project Horizon due to a slowdown in its business volumes and uncertainties in the financial
markets, as a result of the ongoing national economic recession. As of December 31, 2008, the Authority has incurred approximately $71.9 million on the Earth Expansion relating to excavation and foundation work for the planned podium and hotel
tower, as well as professional fees for design and architectural work. Incurred costs will remain on the Authoritys respective condensed consolidated balance sheets as long as these elements remain suspended. While the Authority plans to
re-evaluate the suspended elements of Project Horizon at the end of fiscal 2009, it can provide no assurances as to if or when the suspended elements will resume. The following information summarizes the contingencies with respect to Project
Horizon:

Severance

The Authority may terminate certain construction-related employees due to the suspension of Project Horizon. The costs associated with post-employment severance benefits will be expensed at the time the termination is communicated to
employees. The Authority incurred $586,000 of expenses for such costs for the three months ended December 31, 2008.

Construction
Materials

Certain construction materials purchased for Project Horizon may no longer be used if the suspended elements are not resumed.
The costs of such materials will be expensed at such time it is determined to no longer have a future benefit or value to the Authority. The Authority has not expensed any such costs for the three months ended December 31, 2008.



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



Construction and Other Agreements

The Authority has entered into certain construction agreements in connection with Project Horizon which allow for termination of the agreements without
cause. In the event of termination of such agreements, the Authority is obligated to pay only for those costs incurred through the date of termination, and in some cases, certain termination-related costs. The Authority does not anticipate that such
termination-related costs will be material.

The Authority also has entered into certain other agreements in connection with Project
Horizon, including service and leasing agreements. The Authority does not anticipate that any of these other agreements will give rise to liabilities that will be material.

The Authority can provide no assurances that any actual costs associated with the termination of agreements resulting from the suspension of Project
Horizon will approximate estimated costs or that such costs will occur when anticipated. Costs relating to the termination of agreements will be expensed at such time the agreements are terminated and the costs are incurred. The Authority has not
incurred any such costs for the three months ended December 31, 2008.

Construction Insurance

In June 2007, the Authority obtained construction insurance coverage from various insurance carriers in connection with Project Horizon. All premiums have
been fully paid through October 6, 2010. As of December 31, 2008, aggregate outstanding premiums totaled $2.6 million. The Authority is currently negotiating with its insurance carriers to reduce the coverage period in order to obtain a
refund of premiums paid.

Litigation

The Authority is a defendant in certain litigation incurred in the normal course of business. In the opinion of management, based on the advice of counsel, the aggregate liability, if any, arising from such litigation
will not have a material adverse effect on the Authoritys financial position, results of operations or cash flows.

NOTE 6RELINQUISHMENT
AGREEMENT:

In February 1998, the Authority and Trading Cove Associates (TCA) entered into a relinquishment agreement (the
Relinquishment Agreement or the 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 will make certain payments to TCA out of, and determined as a percentage of, Revenues, as defined in 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 Relinquishment Payment and Junior Relinquishment Payment is an amount
equal to 2.5% of the Revenues generated by Mohegan Sun over the immediately preceding three-month or six-month payment period, as the case may be. Revenues are defined in the Relinquishment Agreement as gross gaming revenues, other than Class II
gaming revenues, and all other



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



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 the Casino of the Wind, as such areas do not constitute facilities as defined in the Relinquishment Agreement.

In the event of any bankruptcy, liquidation or reorganization or similar proceeding relating to the Authority, the Relinquishment Agreement provides that
each of the Senior and Junior Relinquishment Payments then due and owing are subordinated in right to payment of senior secured obligations, which include the Bank Credit Facility and capital lease obligations, and that the Junior Relinquishment
Payments then due and owing are further subordinated to payment of all other senior obligations, including the Authoritys 2005 Senior 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, to the extent then due. The Authority, in accordance with SFAS No. 5, Accounting for Contingencies,
has recorded a relinquishment liability of the estimated present value of its obligations under the Relinquishment Agreement.

A
relinquishment liability of $549.1 million was established at September 30, 1998 based on the present value of the estimated future Mohegan Sun revenues utilizing the Authoritys risk-free investment rate. At December 31, 2008, the
carrying amount of the relinquishment liability was $382.2 million as compared to $385.4 million at September 30, 2008. The decrease in the relinquishment liability during the three months ended December 31, 2008 is due to $8.3 million in
relinquishment payments, offset by $5.1 million representing the accretion of discount to the relinquishment liability.

Relinquishment
payments consisted of the following (in millions):



|                                            |  |                                        |     |      |   |     
|------------------------------------------- |  | -------------------------------------- | --- | ---- | - | ----
|                                            |  | For the Three Months EndedDecember 31,
|                                            |  | 2008                                   |     | 2007
|Payments representing principal amounts     |  | $                                      | 4.9 |      | $ | 6.7 
|Payments representing accretion of discount |  |                                        | 3.4 |      |   | 3.7 
|                                            |  |                                        |     |      |   |     
|Total payments                              |  | $                                      | 8.3 |      | $ | 10.4
|                                            |  |                                        |     |      |   |     

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. At December 31, 2008 and September 30, 2008, relinquishment payments earned but unpaid were $24.3 million and $17.4 million, respectively.



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



NOTE 7SEGMENT REPORTING:

As of December 31, 2008, the Authority owns and operates Mohegan Sun, the Connecticut Sun WNBA franchise and the Mohegan Sun Country Club at Pautipaug in Connecticut (the Connecticut Entities), and
the Pocono Downs Entities. All of the Authoritys revenues are derived from these operations. 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 Pocono Downs Entities on a separate basis. The Authority, therefore, believes that it has two operating segments: (i) Mohegan Sun, which includes the operations of the Connecticut Entities, and (ii) Pocono
Downs, which is comprised of the operations of the Pocono Downs Entities. The two operating segments are separate reportable segments due to the differing nature of their operations. The following tables provide financial information on each segment
(in thousands):



|                                                        |  |                                         |           |   |                   |   |           |  
|------------------------------------------------------- |  | --------------------------------------- | --------- | - | ----------------- | - | --------- | -
|                                                        |  | For the Three Months Ended December 31, |          
|                                                        |  | 2008 (1)                                |           |   | 2007              |  
|Net revenues:                                           |  |                                         |           |   |                   |   |           |  
|Mohegan Sun                                             |  | $                                       | 307,483   |   |                   | $ | 339,427   |  
|Pocono Downs                                            |  |                                         | 56,548    |   |                   |   | 47,522    |  
|                                                        |  |                                         |           |   |                   |   |           |  
|Total                                                   |  |                                         | 364,031   |   |                   |   | 386,949   |  
|Income (loss) from operations:                          |  |                                         |           |   |                   |   |           |  
|Mohegan Sun                                             |  |                                         | 34,047    |   |                   |   | 55,942    |  
|Pocono Downs                                            |  |                                         | (1,010    | ) |                   |   | 3,484     |  
|Corporate                                               |  |                                         | (5,030    | ) |                   |   | (8,004    | )
|                                                        |  |                                         |           |   |                   |   |           |  
|Total                                                   |  |                                         | 28,007    |   |                   |   | 51,422    |  
|Accretion of discount to the relinquishment liability   |  |                                         | (5,106    | ) |                   |   | (6,771    | )
|Interest income                                         |  |                                         | 989       |   |                   |   | 1,058     |  
|Interest expense, net of capitalized interest           |  |                                         | (27,665   | ) |                   |   | (22,831   | )
|Other income (expense), net                             |  |                                         | (633      | ) |                   |   | 214       |  
|                                                        |  |                                         |           |   |                   |   |           |  
|Income (loss) from operations before minority interests |  |                                         | (4,408    | ) |                   |   | 23,092    |  
|Minority interests                                      |  |                                         | 631       |   |                   |   | 601       |  
|                                                        |  |                                         |           |   |                   |   |           |  
|Net income (loss)                                       |  | $                                       | (3,777    | ) |                   | $ | 23,693    |  
|                                                        |  |                                         |           |   |                   |   |           |  
|                                                        | 
|                                                        |  | For the Three Months Ended December 31, |          
|                                                        |  | 2008                                    |           |   | 2007              |  
|Capital expenditures:                                   |  |                                         |           |   |                   |   |           |  
|Mohegan Sun                                             |  | $                                       | 30,501    |   |                   | $ | 27,570    |  
|Pocono Downs                                            |  |                                         | 2,266     |   |                   |   | 36,849    |  
|Corporate                                               |  |                                         |          |   |                   |   | 1         |  
|                                                        |  |                                         |           |   |                   |   |           |  
|Total                                                   |  | $                                       | 32,767    |   |                   | $ | 64,420    |  
|                                                        |  |                                         |           |   |                   |   |           |  
|                                                        |  |                                        
|                                                        |  | December 31,2008                        |           |   | September 30,2008 |  
|Total assets:                                           |  |                                         |           |   |                   |   |           |  
|Mohegan Sun                                             |  | $                                       | 1,661,267 |   |                   | $ | 1,654,704 |  
|Pocono Downs                                            |  |                                         | 607,842   |   |                   |   | 619,712   |  
|Corporate                                               |  |                                         | 103,713   |   |                   |   | 88,489    |  
|                                                        |  |                                         |           |   |                   |   |           |  
|Total                                                   |  | $                                       | 2,372,822 |   |                   | $ | 2,362,905 |  
|                                                        |  |                                         |           |   |                   |   |           |  



|(1) | Includes operating results of Casino of the Wind at Mohegan Sun & Project Sunrise at Pocono Downs.
|--- | --------------------------------------------------------------------------------------------------



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



NOTE 8SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL STATEMENT INFORMATION:

As of December 31, 2008, substantially all of the Authoritys outstanding public debt, including its 2005 Senior Notes, 2002 Senior Subordinated
Notes, 2003 Senior Subordinated Notes, 2004 Senior Subordinated Notes and 2005 Senior Subordinated Notes, is fully and unconditionally guaranteed by the following subsidiaries of the Authority: MBC, Mohegan Ventures-NW, MCV-PA, the Pocono Downs
Entities, Mohegan Golf, MVW, WTG and MTGA Gaming. MBC is the only subsidiary guarantor, on a full and unconditional basis, of the 2001 Senior Subordinated Notes. Separate financial statements and other disclosures concerning MBC, Mohegan
Ventures-NW, MCV-PA, the Pocono Downs Entities, Mohegan Golf, MVW, WTG and MTGA Gaming are not presented below because the Authority believes that the summarized financial information provided below and in Note 7 are adequate for investor analysis
of these subsidiaries. Condensed consolidating financial statement information for the Authority, MBC, Mohegan Ventures-NW, MCV-PA, the Pocono Downs Entities, Mohegan Golf, MVW, WTG, MTGA Gaming and the non-guarantor entities, Salishan-Mohegan,
MG&H, Mohegan Resorts, and its subsidiaries, as of December 31, 2008 and September 30, 2008 and for the three months ended December 31, 2008 and 2007 is as follows (in thousands):

CONDENSED CONSOLIDATING BALANCE SHEETS



|                                                         |  |                         |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|-------------------------------------------------------- |  | ----------------------- | --------- | --------------------- | - | --------------------- |  | ------------------------------------ | ------ |  | ----------------- | -------- | - |  | - | ---------
|                                                         |  | As of December 31, 2008
|                                                         |  | Authority               |           | GuarantorSubsidiaries |   | Non-GuarantorEntities |  | Consolidating/EliminatingAdjustments |        |  | ConsolidatedTotal
|ASSETS                                                   |  |                         |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Property and equipment, net                              |  | $                       | 1,403,343 |                       | $ | 276,107               |  | $                                    | 19,951 |  | $                 |         |   |  | $ | 1,699,401
|Intercompany receivables                                 |  |                         | 430,273   |                       |   | 13,446                |  |                                      |       |  |                   | (443,719 | ) |  |   |         
|Investment in subsidiaries                               |  |                         | 161,180   |                       |   | 2,543                 |  |                                      |       |  |                   | (163,723 | ) |  |   |         
|Other intangible assets, net                             |  |                         | 119,827   |                       |   | 270,111               |  |                                      |       |  |                   |         |   |  |   | 389,938  
|Other assets, net                                        |  |                         | 188,309   |                       |   | 73,980                |  |                                      | 21,194 |  |                   |         |   |  |   | 283,483  
|                                                         |  |                         |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Total assets                                             |  | $                       | 2,302,932 |                       | $ | 636,187               |  | $                                    | 41,145 |  | $                 | (607,442 | ) |  | $ | 2,372,822
|                                                         |  |                         |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|LIABILITIES AND CAPITAL                                  |  |                         |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Total current liabilities                                |  | $                       | 293,797   |                       | $ | 42,451                |  | $                                    | 22,517 |  | $                 |         |   |  | $ | 358,765  
|Long-term debt and capital lease, net of current portion |  |                         | 1,605,594 |                       |   | 2,600                 |  |                                      |       |  |                   |         |   |  |   | 1,608,194
|Relinquishment liability, net of current portion         |  |                         | 293,442   |                       |   |                      |  |                                      |       |  |                   |         |   |  |   | 293,442  
|Intercompany payables                                    |  |                         |          |                       |   | 430,273               |  |                                      | 13,446 |  |                   | (443,719 | ) |  |   |         
|Other long-term liabilities                              |  |                         | 480       |                       |   |                      |  |                                      |       |  |                   |         |   |  |   | 480      
|                                                         |  |                         |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Total liabilities                                        |  |                         | 2,193,313 |                       |   | 475,324               |  |                                      | 35,963 |  |                   | (443,719 | ) |  |   | 2,260,881
|Minority interests in subsidiaries                       |  |                         |          |                       |   |                      |  |                                      |       |  |                   | 2,638    |   |  |   | 2,638    
|Total capital                                            |  |                         | 109,619   |                       |   | 160,863               |  |                                      | 5,182  |  |                   | (166,361 | ) |  |   | 109,303  
|                                                         |  |                         |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Total liabilities and capital                            |  | $                       | 2,302,932 |                       | $ | 636,187               |  | $                                    | 41,145 |  | $                 | (607,442 | ) |  | $ | 2,372,822
|                                                         |  |                         |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          



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##### Table of Contents

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



|                                                         |  |                          |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|-------------------------------------------------------- |  | ------------------------ | --------- | --------------------- | - | --------------------- |  | ------------------------------------ | ------ |  | ----------------- | -------- | - |  | - | ---------
|                                                         |  | As of September 30, 2008
|                                                         |  | Authority                |           | GuarantorSubsidiaries |   | Non-GuarantorEntities |  | Consolidating/EliminatingAdjustments |        |  | ConsolidatedTotal
|ASSETS                                                   |  |                          |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Property and equipment, net                              |  | $                        | 1,393,035 |                       | $ | 280,416               |  | $                                    | 19,951 |  | $                 |         |   |  | $ | 1,693,402
|Intercompany receivables                                 |  |                          | 416,132   |                       |   | 12,052                |  |                                      |       |  |                   | (428,184 | ) |  |   |         
|Investment in subsidiaries                               |  |                          | 176,266   |                       |   | 3,140                 |  |                                      |       |  |                   | (179,406 | ) |  |   |         
|Other intangible assets, net                             |  |                          | 119,827   |                       |   | 270,230               |  |                                      |       |  |                   |         |   |  |   | 390,057  
|Other assets, net                                        |  |                          | 177,712   |                       |   | 81,659                |  |                                      | 20,075 |  |                   |         |   |  |   | 279,446  
|                                                         |  |                          |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Total assets                                             |  | $                        | 2,282,972 |                       | $ | 647,497               |  | $                                    | 40,026 |  | $                 | (607,590 | ) |  | $ | 2,362,905
|                                                         |  |                          |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|LIABILITIES AND CAPITAL                                  |  |                          |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Total current liabilities                                |  | $                        | 323,697   |                       | $ | 52,816                |  | $                                    | 21,575 |  | $                 |         |   |  | $ | 398,088  
|Long-term debt and capital lease, net of current portion |  |                          | 1,526,391 |                       |   | 2,600                 |  |                                      |       |  |                   |         |   |  |   | 1,528,991
|Relinquishment liability, net of current portion         |  |                          | 304,031   |                       |   |                      |  |                                      |       |  |                   |         |   |  |   | 304,031  
|Intercompany payables                                    |  |                          |          |                       |   | 416,132               |  |                                      | 12,052 |  |                   | (428,184 | ) |  |   |         
|Other long-term liabilities                              |  |                          | 526       |                       |   |                      |  |                                      |       |  |                   |         |   |  |   | 526      
|                                                         |  |                          |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Total liabilities                                        |  |                          | 2,154,645 |                       |   | 471,548               |  |                                      | 33,627 |  |                   | (428,184 | ) |  |   | 2,231,636
|Minority interests in subsidiaries                       |  |                          |          |                       |   |                      |  |                                      |       |  |                   | 3,258    |   |  |   | 3,258    
|Total capital                                            |  |                          | 128,327   |                       |   | 175,949               |  |                                      | 6,399  |  |                   | (182,664 | ) |  |   | 128,011  
|                                                         |  |                          |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          
|Total liabilities and capital                            |  | $                        | 2,282,972 |                       | $ | 647,497               |  | $                                    | 40,026 |  | $                 | (607,590 | ) |  | $ | 2,362,905
|                                                         |  |                          |           |                       |   |                       |  |                                      |        |  |                   |          |   |  |   |          



25



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MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



CONDENSED CONSOLIDATING STATEMENTS OF INCOME (LOSS)



|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|------------------------------------------------------------------ |  | -------------------------------------------- | ------- | - | --------------------- | - | ------- | --------------------- |  | - | ------------------------------------ | - |  | ----------------- | ------ | - |  | - | ------- | -
|                                                                   |  | For the Three Months Ended December 31, 2008 |        
|                                                                   |  | Authority                                    |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorEntities |  |   | Consolidating/EliminatingAdjustments |   |  | ConsolidatedTotal |       
|Net revenues                                                       |  | $                                            | 307,314 |   |                       | $ | 56,723  |                       |  | $ | (3                                   | ) |  | $                 | (3     | ) |  | $ | 364,031 |  
|Operating costs and expenses:                                      |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Gaming and other operations                                        |  |                                              | 204,411 |   |                       |   | 45,058  |                       |  |   |                                     |   |  |                   | (3     | ) |  |   | 249,466 |  
|Advertising, general and administrative                            |  |                                              | 50,376  |   |                       |   | 7,913   |                       |  |   | 1,502                                |   |  |                   |       |   |  |   | 59,791  |  
|Pre-opening costs and expenses                                     |  |                                              | 50      |   |                       |   | 191     |                       |  |   |                                     |   |  |                   |       |   |  |   | 241     |  
|Depreciation and amortization                                      |  |                                              | 20,163  |   |                       |   | 6,363   |                       |  |   |                                     |   |  |                   |       |   |  |   | 26,526  |  
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Total operating costs and expenses                                 |  |                                              | 275,000 |   |                       |   | 59,525  |                       |  |   | 1,502                                |   |  |                   | (3     | ) |  |   | 336,024 |  
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Income (loss) from operations                                      |  |                                              | 32,314  |   |                       |   | (2,802  | )                     |  |   | (1,505                               | ) |  |                   |       |   |  |   | 28,007  |  
|Accretion of discount to the relinquishment liability              |  |                                              | (5,106  | ) |                       |   |        |                       |  |   |                                     |   |  |                   |       |   |  |   | (5,106  | )
|Interest expense, net of capitalized interest                      |  |                                              | (14,978 | ) |                       |   | (12,387 | )                     |  |   | (462                                 | ) |  |                   | 162    |   |  |   | (27,665 | )
|Loss on interests in subsidiaries                                  |  |                                              | (15,686 | ) |                       |   | (596    | )                     |  |   |                                     |   |  |                   | 16,282 |   |  |   |        |  
|Other income (expense), net                                        |  |                                              | (321    | ) |                       |   | 99      |                       |  |   | 740                                  |   |  |                   | (162   | ) |  |   | 356     |  
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Income (loss) from continuing operations before minority interests |  |                                              | (3,777  | ) |                       |   | (15,686 | )                     |  |   | (1,227                               | ) |  |                   | 16,282 |   |  |   | (4,408  | )
|Minority interests                                                 |  |                                              |        |   |                       |   |        |                       |  |   | 10                                   |   |  |                   | 621    |   |  |   | 631     |  
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Net income (loss)                                                  |  | $                                            | (3,777  | ) |                       | $ | (15,686 | )                     |  | $ | (1,217                               | ) |  | $                 | 16,903 |   |  | $ | (3,777  | )
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|                                                                   | 
|                                                                   |  | For the Three Months Ended December 31, 2007 |        
|                                                                   |  | Authority                                    |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorEntity   |  |   | Consolidating/EliminatingAdjustments |   |  | ConsolidatedTotal |       
|Net revenues                                                       |  | $                                            | 339,187 |   |                       | $ | 47,764  |                       |  | $ |                                     |   |  | $                 | (2     | ) |  | $ | 386,949 |  
|Operating costs and expenses:                                      |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Gaming and other operations                                        |  |                                              | 211,215 |   |                       |   | 36,749  |                       |  |   |                                     |   |  |                   | (2     | ) |  |   | 247,962 |  
|Advertising, general and administrative                            |  |                                              | 54,286  |   |                       |   | 8,325   |                       |  |   | 389                                  |   |  |                   |       |   |  |   | 63,000  |  
|Pre-opening costs and expenses                                     |  |                                              | 12      |   |                       |   | 8       |                       |  |   |                                     |   |  |                   |       |   |  |   | 20      |  
|Depreciation and amortization                                      |  |                                              | 20,531  |   |                       |   | 4,014   |                       |  |   |                                     |   |  |                   |       |   |  |   | 24,545  |  
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Total operating costs and expenses                                 |  |                                              | 286,044 |   |                       |   | 49,096  |                       |  |   | 389                                  |   |  |                   | (2     | ) |  |   | 335,527 |  
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Income (loss) from operations                                      |  |                                              | 53,143  |   |                       |   | (1,332  | )                     |  |   | (389                                 | ) |  |                   |       |   |  |   | 51,422  |  
|Accretion of discount to the relinquishment liability              |  |                                              | (6,771  | ) |                       |   |        |                       |  |   |                                     |   |  |                   |       |   |  |   | (6,771  | )
|Interest expense, net of capitalized interest                      |  |                                              | (13,171 | ) |                       |   | (9,283  | )                     |  |   | (623                                 | ) |  |                   | 246    |   |  |   | (22,831 | )
|Loss on interests in subsidiaries                                  |  |                                              | (9,729  | ) |                       |   | (71     | )                     |  |   |                                     |   |  |                   | 9,800  |   |  |   |        |  
|Other income, net                                                  |  |                                              | 221     |   |                       |   | 428     |                       |  |   | 869                                  |   |  |                   | (246   | ) |  |   | 1,272   |  
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Income (loss) from continuing operations before minority interests |  |                                              | 23,693  |   |                       |   | (10,258 | )                     |  |   | (143                                 | ) |  |                   | 9,800  |   |  |   | 23,092  |  
|Minority interests                                                 |  |                                              |        |   |                       |   | 529     |                       |  |   |                                     |   |  |                   | 72     |   |  |   | 601     |  
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  
|Net income (loss)                                                  |  | $                                            | 23,693  |   |                       | $ | (9,729  | )                     |  | $ | (143                                 | ) |  | $                 | 9,872  |   |  | $ | 23,693  |  
|                                                                   |  |                                              |         |   |                       |   |         |                       |  |   |                                      |   |  |                   |        |   |  |   |         |  



26



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##### Table of Contents

MOHEGAN TRIBAL GAMING AUTHORITY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(unaudited)



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS



|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|----------------------------------------------------------- |  | -------------------------------------------- | -------- | - | --------------------- | - | ------- | --------------------- |  | - | ------------------------------------ | - |  | ----------------- | ------- | - |  | - | -------- | -
|                                                            |  | For the Three Months Ended December 31, 2008 |         
|                                                            |  | Authority                                    |          |   | GuarantorSubsidiaries |   |         | Non-GuarantorEntities |  |   | Consolidating/EliminatingAdjustments |   |  | ConsolidatedTotal |        
|Net cash flows provided by (used in) operating activities   |  | $                                            | 43,635   |   |                       | $ | 5,940   |                       |  | $ | (3,695                               | ) |  | $                 |        |   |  | $ | 45,880   |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Cash flows used in investing activities:                    |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Purchases of property and equipment                         |  |                                              | (58,465  | ) |                       |   | (22,027 | )                     |  |   |                                     |   |  |                   |        |   |  |   | (80,492  | )
|Other cash flows used in investing activities               |  |                                              | (10,493  | ) |                       |   | (2,274  | )                     |  |   | (571                                 | ) |  |                   | 11,402  |   |  |   | (1,936   | )
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Net cash flows used in investing activities                 |  |                                              | (68,958  | ) |                       |   | (24,301 | )                     |  |   | (571                                 | ) |  |                   | 11,402  |   |  |   | (82,428  | )
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Cash flows provided by (used in) financing activities:      |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Bank Credit Facility borrowingsrevolving loan              |  |                                              | 406,000  |   |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | 406,000  |  
|Bank Credit Facility repaymentsrevolving loan              |  |                                              | (176,000 | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (176,000 | )
|Bank Credit Facility borrowingsterm loan                   |  |                                              | (150,750 | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (150,750 | )
|Line of Credit borrowings                                   |  |                                              | 147,038  |   |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | 147,038  |  
|Line of Credit repayments                                   |  |                                              | (149,975 | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (149,975 | )
|Principal portion of relinquishment liability payments      |  |                                              | (4,912   | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (4,912   | )
|Distributions to Tribe                                      |  |                                              | (14,931  | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (14,931  | )
|Capitalized debt issuance costs                             |  |                                              | (9,647   | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (9,647   | )
|Other cash flows provided by (used in) financing activities |  |                                              | (145     | ) |                       |   | 10,169  |                       |  |   | 2,483                                |   |  |                   | (11,402 | ) |  |   | 1,105    |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Net cash flows provided by financing activities             |  |                                              | 46,678   |   |                       |   | 10,169  |                       |  |   | 2,483                                |   |  |                   | (11,402 | ) |  |   | 47,928   |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|                                                            |  |                                              |          |   |                      
|Net increase (decrease) in cash and cash equivalents        |  |                                              | 21,355   |   |                       |   | (8,192  | )                     |  |   | (1,783                               | ) |  |                   |        |   |  |   | 11,380   |  
|                                                            |  |                                              |          |   |                      
|Cash and cash equivalents at beginning of period            |  |                                              | 54,730   |   |                       |   | 27,128  |                       |  |   | 1,989                                |   |  |                   |        |   |  |   | 83,847   |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|                                                            |  |                                              |          |   |                      
|Cash and cash equivalents at end of period                  |  | $                                            | 76,085   |   |                       | $ | 18,936  |                       |  | $ | 206                                  |   |  | $                 |        |   |  | $ | 95,227   |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|                                                            | 
|                                                            |  | For the Three Months Ended December 31, 2007 |         
|                                                            |  | Authority                                    |          |   | GuarantorSubsidiaries |   |         | Non-GuarantorEntity   |  |   | Consolidating/EliminatingAdjustments |   |  | ConsolidatedTotal |        
|Net cash flows provided by (used in) operating activities   |  | $                                            | 81,132   |   |                       | $ | (9,881  | )                     |  | $ | (372                                 | ) |  | $                 |        |   |  | $ | 70,879   |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Cash flows provided by (used in) investing activities:      |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Purchases of property and equipment                         |  |                                              | (26,160  | ) |                       |   | (25,133 | )                     |  |   |                                     |   |  |                   |        |   |  |   | (51,293  | )
|Other cash flows provided by (used in) investing activities |  |                                              | (37,119  | ) |                       |   | 829     |                       |  |   | (898                                 | ) |  |                   | 37,142  |   |  |   | (46      | )
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Net cash flows used in investing activities                 |  |                                              | (63,279  | ) |                       |   | (24,304 | )                     |  |   | (898                                 | ) |  |                   | 37,142  |   |  |   | (51,339  | )
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Cash flows provided by (used in) financing activities:      |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Bank Credit Facility borrowingsrevolving loan              |  |                                              | 139,000  |   |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | 139,000  |  
|Bank Credit Facility repaymentsrevolving loan              |  |                                              | (95,000  | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (95,000  | )
|Line of Credit borrowings                                   |  |                                              | 108,248  |   |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | 108,248  |  
|Line of Credit repayments                                   |  |                                              | (124,684 | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (124,684 | )
|Principal portion of relinquishment liability payments      |  |                                              | (6,678   | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (6,678   | )
|Distributions to Tribe                                      |  |                                              | (20,000  | ) |                       |   |        |                       |  |   |                                     |   |  |                   |        |   |  |   | (20,000  | )
|Other cash flows provided by financing activities           |  |                                              | 95       |   |                       |   | 37,025  |                       |  |   | 1,522                                |   |  |                   | (37,142 | ) |  |   | 1,500    |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|Net cash flows provided by financing activities             |  |                                              | 981      |   |                       |   | 37,025  |                       |  |   | 1,522                                |   |  |                   | (37,142 | ) |  |   | 2,386    |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|                                                            |  |                                              |          |   |                      
|Net increase in cash and cash equivalents                   |  |                                              | 18,834   |   |                       |   | 2,840   |                       |  |   | 252                                  |   |  |                   |        |   |  |   | 21,926   |  
|                                                            |  |                                              |          |   |                      
|Cash and cash equivalents at beginning of period            |  |                                              | 88,345   |   |                       |   | 16,307  |                       |  |   | 7                                    |   |  |                   |        |   |  |   | 104,659  |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  
|                                                            |  |                                              |          |   |                      
|Cash and cash equivalents at end of period                  |  | $                                            | 107,179  |   |                       | $ | 19,147  |                       |  | $ | 259                                  |   |  | $                 |        |   |  | $ | 126,585  |  
|                                                            |  |                                              |          |   |                       |   |         |                       |  |   |                                      |   |  |                   |         |   |  |   |          |  



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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 December 31, 2008, and the related condensed consolidated statements of income (loss) and of changes in capital for each of the three-month periods ended December 31, 2008 and 2007 and the condensed
consolidated statement of cash flows for the three-month period ended December 31, 2008 and 2007. 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, 2008, 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, 2008 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the accompanying consolidated balance sheet
information as of September 30, 2008, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut

February 13, 2009



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

Some information included in this Quarterly Report on Form 10-Q and other materials filed by us with the Securities and Exchange Commission, or the SEC,
contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, or 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 results in the future, 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:



| |  |  | increased competition (including the legalization or expansion of gaming in New England, New York, New Jersey, Maryland or Pennsylvania);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the financial performance of Mohegan Sun and Mohegan Sun at Pocono Downs, or Pocono Downs, and the off-track wagering facilities located in Pennsylvania,
collectively the Pocono Downs entities;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the ongoing economic recession which has affected our revenues and earnings;
| | - |  | ----------------------------------------------------------------------------



| |  |  | our ability to integrate new amenities from our Project Horizon expansion into Mohegan Suns current operations and manage the expanded resort;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to successfully operate and integrate the new amenities from Project Sunrise at Pocono Downs;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | our suspension of the hotel, retail and parking garage elements of the Earth Expansion of Project Horizon;
| | - |  | ----------------------------------------------------------------------------------------------------------



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



| |  |  | our dependence on existing management;
| | - |  | --------------------------------------



| |  |  | the local, regional, national or global economic climate;
| | - |  | ---------------------------------------------------------



| |  |  | an act of terrorism in the United States of America;
| | - |  | ----------------------------------------------------



| |  |  | our leverage and ability to meet our debt service obligations and maintain compliance with financial debt covenants;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | 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); and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the continued availability of financing.
| | - |  | ----------------------------------------

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, 2008, 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.



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##### Table of Contents

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 Uncasville, Connecticut.
Under the Indian Gaming Regulatory Act of 1988, or IGRA, federally recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal lands, subject to, among other things, the negotiation of a gaming compact with the
state in which they operate. The Tribe and the State of Connecticut have entered into such a compact, the Mohegan Compact, which has been approved by the United States Secretary of the Interior. We were established as an instrumentality of the
Tribe, with the exclusive power to conduct and regulate gaming activities 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 the Pocono Downs entities, which operates a gaming and entertainment facility offering slot
machines and harness racing in Plains Township, Pennsylvania, and several off-track wagering, or OTW, facilities located elsewhere in Pennsylvania. 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 fiscal 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 August 2007 and August 2008, we completed the Sunrise Square and Casino of the Wind components of Project Horizon, respectively.

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

Casino of the Earth

As of December 31, 2008, the Casino of the Earth had approximately 188,000 square feet of gaming space and offered:



| |  |  | approximately 3,700 slot machines and 200 table games (including blackjack, roulette, craps and baccarat);
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | food and beverage amenities, including the Birches Bar & Grill, a 315-seat full-service restaurant and bar, three full-service themed fine dining
restaurants, with a fourth area featuring cuisine from all three adjacent restaurant themes, a 630-seat buffet, the Hong Kong street food outlet offering authentic Southeast Asian cuisine and multiple service bars, all operated by us,
for a current total of approximately 1,700 restaurant seats;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an approximately 10,000-square-foot, 410-seat lounge featuring live entertainment seven days a week;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | an approximately 11,000-square-foot simulcasting race book facility;
| | - |  | --------------------------------------------------------------------



| |  |  | three retail shops providing shopping opportunities ranging from Mohegan Sun logo souvenirs to cigars; and
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | Sunrise Square, an 8,500-square-foot Asian-themed gaming area offering 46 table games.
| | - |  | --------------------------------------------------------------------------------------



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##### Table of Contents

Casino of the Sky

As of December 31, 2008, the Casino of the Sky had approximately 119,000 square feet of gaming space and offered:



| |  |  | approximately 2,300 slot machines and 120 table games (including blackjack, roulette, craps and baccarat);
| | - |  | ----------------------------------------------------------------------------------------------------------



| |  |  | food and beverage amenities, including two full-service restaurants, a 24-hour coffee shop, a 330-seat buffet and five lounges and bars, all operated by us, as well
as four full-service restaurants, five quick-service restaurants and a multi-station food court operated by third parties, for a total of approximately 2,500 restaurant seats;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Mohegan After Dark, consisting of a nightclub, lounge and pub, operated by a third-party;
| | - |  | -----------------------------------------------------------------------------------------



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



| |  |  | a 350-seat Cabaret;
| | - |  | -------------------



| |  |  | The Shops at Mohegan Sun containing 33 different retail shops, eight of which we own;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | an approximately 1,200-room luxury Sky Hotel Tower with a private high limit table games suite on the 36th floor;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | 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 December 31, 2008, the Casino of the Wind had approximately 45,000 square feet of gaming space and offered:



| |  |  | approximately 660 slot machines, 28 table games (including blackjack, roulette, craps and baccarat) and a 42-table themed poker room; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 20,000 square feet of new dining and retail amenities, including a two-level, 16,000-square-foot Jimmy Buffetts Margaritaville Restaurant and Chiefs
Deli, a casual dining restaurant operated by us.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mohegan Sun has parking spaces for approximately 12,000 guests and
3,100 employees. In addition, we operate a gasoline and convenience center, an approximately 4,000-square-foot, 20-pump facility located adjacent to Mohegan Sun.

Project Horizon

Project Horizon, Mohegan Suns second major expansion, initially was
planned to include four major components: Sunrise Square, Casino of the Wind, Property Infrastructure and the Earth Expansion. As of December 31, 2008, two of the components, Sunrise Square and Casino of the Wind, had been completed.

Sunrise Square was completed in August 2007 at a cost of approximately $16.7 million. Sunrise Square includes 8,500 square feet of gaming
space offering 46 table games such as, Mini-Baccarat, Sic Bo and Pai Gow Poker, a 5,000-square-foot bus lobby and a 4,000-square-foot Hong Kong street food outlet.

Casino of the Wind was completed in August 2008 at a cost of approximately $113.3 million. Casino of the Wind added approximately 45,000 square feet of
gaming space, approximately 660 slot machines, 28 table games and a 42-table themed poker room, as well as approximately 20,000 square feet of new dining and retail amenities.



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##### Table of Contents

As of December 31, 2008, we had incurred approximately $31.1 million for Property Infrastructure
costs relating to additional surface parking lots, site development and road improvements on or adjacent to the property. We currently anticipate incurring an additional $8.0 million to complete the Property Infrastructure component. This component
is anticipated to be completed in the third quarter of fiscal 2009.

On September 22, 2008, we announced the suspension of the hotel,
retail and parking garage elements of the Earth Expansion component of Project Horizon due to a slowdown in our business volumes and uncertainties in the financial markets resulting from the ongoing national economic recession. We intend to
reevaluate the feasibility of the suspended elements at the end of fiscal 2009. As of December 31, 2008, we had incurred approximately $71.9 million for the Earth Expansion relating to excavation and foundation work for the planned podium and
hotel tower, as well as professional fees for design and architectural work. We currently anticipate incurring an additional $55.6 million in connection with the Earth Expansion relating to the construction of the Earth guest connector and the
retail podium, which will connect the Winter Parking Garage to the Casino of the Earth. The Earth Expansion is scheduled to open in the fourth quarter of fiscal 2009 and will incorporate renovated food and beverage facilities, including Bobby
Flays Bobbys Burger Palace, a burger restaurant, Frank Pepe Pizzeria Napoletana, a family-style sit down pizzeria, and a four-station quick-serve dining area, as well as 7,000 square feet of new retail space. We
also plan to open Bobby Flays Bar Americain in the fall of 2009, in the location currently occupied by Fidelias restaurant.

In addition, the construction of a 1,500-space parking garage that was anticipated to be built adjacent to the Earth Expansion was suspended. As of December 31, 2008, we had incurred approximately $3.5 million relating to the design of
the new parking garage, and anticipate incurring an additional $1.5 million to complete improvements to the existing Winter Parking Garage.

The revised costs for Project Horizon are currently estimated to be approximately $301.6 million, excluding capitalized interest. A breakdown of the costs for each project component is as follows:



| |  |  | $16.7 million for Sunrise Square
| | - |  | --------------------------------



| |  |  | $113.3 million for Casino of the Wind
| | - |  | -------------------------------------



| |  |  | $39.1 million for Property Infrastructure
| | - |  | -----------------------------------------



| |  |  | $5.0 million for parking garages
| | - |  | --------------------------------



| |  |  | $127.5 million for the Earth Expansion
| | - |  | --------------------------------------

As of December 31, 2008, costs incurred for Project Horizon, excluding capitalized interest, totaled approximately $236.4 million. Remaining project costs are estimated to total approximately $65.2 million and are anticipated to be
incurred in fiscal 2009.

Mohegan Basketball Club

In January 2003, we formed a wholly owned subsidiary, the Mohegan Basketball Club, LLC, or MBC, for the purpose of owning and operating a professional
basketball team in the Womens National Basketball Association, or WNBA. 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

In November 2006, we formed a wholly owned subsidiary, 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., or PCC, which included a golf course located 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.



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Pocono Downs

Through Downs Racing, we own and operate the slot machine and harness racing facility known as Mohegan Sun at Pocono Downs located on approximately 400 acres in Plains Township, Pennsylvania, as well as several
Pennsylvania OTWs located in Carbondale, East Stroudsburg, Hazleton and Lehigh Valley (Allentown). Harness racing has been conducted at Pocono Downs since 1965. The Lehigh Valley (Allentown) OTW is a 28,000-square-foot facility and is the largest
OTW in the Commonwealth of Pennsylvania.

Downs Racing completed the 2008 harness racing season at Pocono Downs in September 2008 and will
continue its harness racing activities when the 2009 racing season begins in the spring of 2009. Year-round simulcast pari-mutuel racing activities also are conducted at Pocono Downs and the OTW facilities. A state of the art, pari-mutuel simulcast
facility at Pocono Downs opened in March 2006. Construction of a new paddock adjacent to the racetrack is currently underway and is expected to be completed for the 2009 racing season.

In August 2006, we entered into an amendment to the Pocono Downs purchase agreement with the seller, a subsidiary of Penn National Gaming, Inc. Pursuant
to the amendment, in exchange for our agreement to modify certain provisions of the purchase agreement, including the elimination of our post-closing termination rights, we will receive an aggregate refund of $30.0 million of the original purchase
price for the Pocono Downs entities, payable in five annual installments of $7.0 million, $7.0 million, $6.5 million, $6.0 million and $3.5 million in November 2007, 2008, 2009, 2010 and 2011, respectively. We have received the $7.0 million
installments due in November 2007 and 2008.

Downs Racing holds a Category One slot machine license issued by the Pennsylvania Gaming
Control Board, or PGCB, for the operation of slot machines at Pocono Downs. This license permits Downs Racing to install and operate up to 3,000 slot machines at Pocono Downs. However, under certain circumstances, Downs Racing may install and
operate up to a total of 5,000 slot machines.

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 November 2006. The total cost incurred for development of the Phase I facility was approximately $70.0 million.

Pocono Downs opened Project Sunrise on July 17, 2008. The combined facility now includes approximately 2,500 slot machines and electronic blackjack
games, several dining options 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, Ben & Jerrys Ice Cream and Betty & Joes Baker & Coffee Maker. Pocono Downs now also offers a wide
array of retail amenities including Brookstone, Marshall Rousso womens couture, Misura mens fine apparel boutique, Crossing Vineyards Wine and Cheese Shop, and MOGO, the Pocono Downs logo store. Project Sunrise also added three new
bars/lounges: Sunburst Bar, featured in the center of the gaming floor, Breakers Night Club and Pearl Sushi Bar. In addition, the food court that previously operated in the Phase I facility has been renovated as a 275-seat banquet and meeting venue,
which opened in October 2008. The renovated facility now serves as a multi-purpose venue. The final cost of Project Sunrise, including the Phase I renovation, is anticipated to be approximately $199.0 million, excluding capitalized interest.

Other Diversification Projects

The Tribe has determined that it is in its long-term best interest to pursue diversification of its business interests, both directly and through us. As a result, from time to time, we and the Tribe receive and
evaluate various business opportunities. These opportunities primarily include the development and management of, investment in, or ownership of other gaming enterprises through direct investments, acquisitions, joint venture arrangements and loan
transactions. In addition to the developments described below, we and the Tribe are currently exploring other opportunities, although there is no assurance that we or the Tribe will continue to pursue any of these opportunities or that any of them
will be consummated.



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##### Table of Contents

Cowlitz Project

In July 2004, we formed Mohegan Ventures-Northwest, LLC, or Mohegan Ventures-NW, one of three members in Salishan-Mohegan, LLC, or Salishan-Mohegan.
Salishan-Mohegan was formed to participate in the proposed development and management of a casino to be located in Clark County, Washington, or the Cowlitz Project, and owned by the Cowlitz Indian Tribe, or the Cowlitz Tribe. Mohegan Ventures-NW
holds a 49.15% membership interest, the Mohegan Tribe holds a 7.85% membership interest and Salishan Company, LLC, or Salishan Company, holds a 43% membership interest in Salishan-Mohegan. Mohegan Ventures-NW and the Mohegan Tribe each hold one of
four seats on the Board of Managers of Salishan-Mohegan.

In September 2004, Salishan-Mohegan entered into development and management
agreements with the Cowlitz Tribe regarding the Cowlitz Project. Under the terms of the development agreement, Salishan-Mohegan administers and oversees the planning, designing, development, construction and furnishing, and provides assistance with
the financing, of the Cowlitz Project. The development agreement provides for certain development fees of 3% of total Project Costs, as defined in the development agreement, which are to be distributed to Mohegan VenturesNW and the Mohegan
Tribe, pursuant to the Salishan-Mohegan operating agreement. As of April 2006, Salishan-Mohegan purchased the land to be used as the site for the proposed casino, which will be transferred to the Cowlitz Tribe or the United States under certain
conditions in the development agreement. The management agreement is for a period of seven years commencing with the opening of the proposed casino, during which Salishan-Mohegan will manage, operate and maintain the proposed casino. The management
agreement provides for a management fee of 24% of Net Revenues, as defined in the management agreement, which approximates net income from the Cowlitz Project. Pursuant to the operating agreement, management fees will be allocated to the members of
Salishan-Mohegan based on their respective membership percentages. Development of the Cowlitz Project is subject to certain governmental and regulatory approvals, including, but not limited to, negotiating a gaming compact with the State of
Washington and the United States Department of the Interior regarding acceptance of land into trust on behalf of the Cowlitz Tribe. The management agreement is subject to approval by the National Indian Gaming Commission, or the NIGC.

In May 2008, the Bureau of Indian Affairs, or BIA, published a final rule relating to gaming on trust lands acquired after October 17, 1988. The new
rule addresses, among other things, the process used by the BIA to determine what lands should be taken into trust for an initial reservation or restored lands for a tribe, such as the Cowlitz Tribe, seeking its initial or restored reservation. The
new rule also expressly provides that a tribe may rely on earlier final agency decisions, including decisions of the NIGC. In November 2005, the Cowlitz Tribe received an opinion from the NIGC determining that if the BIA takes the Cowlitz Project
site into trust, the land will constitute as restored lands of the Cowlitz Tribe. As a result of this opinion by the NIGC, the additional analysis called for under the new rule is not expected to apply to the BIAs decision for the Cowlitz
Tribe. In May 2008, the BIA published a Final Environmental Impact Statement for the Cowlitz Project site.

Menominee Project

In October 2004, we entered into a management agreement with the Menominee Indian Tribe of Wisconsin, or the Menominee Tribe, and
the Menominee Kenosha Gaming Authority, or MKGA. The terms of the management agreement grant us the exclusive right and obligation to manage, operate and maintain a proposed casino and destination resort to be located in Kenosha, Wisconsin, or the
Menominee Project, for a period of seven years commencing with the opening of the proposed casino, in consideration of a management fee of 13.4% of Net Revenues, as defined in the management agreement, which approximates net income earned from the
Menominee Project. The management agreement is subject to approval by the NIGC.

In March 2007, Wisconsin Tribal Gaming, LLC, or WTG, was
formed to participate in the development of the proposed casino to be owned by the Menominee Tribe. WTG consists of two members, our wholly-owned subsidiary, Mohegan Ventures Wisconsin, LLC, or MVW, which holds an 85.4% membership interest in WTG,
and a wholly-owned subsidiary of the Mohegan Tribe, Mohegan Ventures, LLC, or MV, which holds the



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##### Table of Contents

remaining 14.6% membership interest. Following formation in March 2007, WTG purchased the development rights for the Menominee Project, along with certain
other assets, and assumed certain liabilities from Kenesah Gaming Development, LLC for consideration of $6.4 million. As a result of the purchase, we and the Mohegan Tribe, through MVW and MV, respectively, will receive development fees payable to
WTG of 13.4% of Available Revenue Flow, as defined in the development agreement with the Menominee Tribe and MKGA, which approximates net income from the Menominee Project over a period of seven years following the opening of the casino. Development
of the Menominee Project is subject to certain governmental and regulatory approvals, including but not limited to, the United States Department of the Interior accepting new land into trust for gaming at the project site in Kenosha, Wisconsin.

On January 7, 2009, the BIA informed the Menominee Tribe of the decision by the United States Secretary of the Interior to decline to
take the Menominee Project site in Kenosha into trust for the tribe. This decision followed an earlier action by the United States Department of the Interior in November 2008 rejecting the Menominee Tribes request to suspend review of its
application to take the Kenosha site into trust as new reservation lands and a federal courts refusal to issue a temporary restraining order in the matter against the Secretary of the Interior. The rejection of the application to take the
Kenosha site into trust was based on a policy for reviewing trust land acquisitions for off-reservation gaming projects adopted by the BIA in January 2008 and contradicted an earlier recommendation from the BIAs Regional Director. The
Menominee Tribe has subsequently indicated that it will challenge the United States Department of the Interiors decision and also may consider re-applying to the BIA under the new presidential administration. We believe these actions decreased
the probability that the Menominee Tribe will obtain the necessary regulatory approvals in order to proceed with the Menominee Project. As of September 30, 2008, we had fully reserved the WTG receivables pertaining to reimbursable development
costs and expenses in connection with the Menominee Project and have written-off the remaining related development rights intangible asset, and as of December 31, 2008, the WTG receivables remain fully reserved.

Other Projects

In March 2008,
we formed Mohegan Gaming & Hospitality, LLC, or MG&H, with the Tribe to evaluate and pursue new business opportunities. Our wholly-owned subsidiary, MTGA Gaming, LLC, or MTGA Gaming, holds a 49% membership interest in MG&H and the
Tribe holds the remaining 51% membership interest. MG&H has formed a wholly-owned subsidiary, Mohegan Resorts, LLC, or Mohegan Resorts. It is anticipated that certain of our and the Tribes future diversification efforts will be conducted,
directly or indirectly, through MG&H and/or Mohegan Resorts. Mohegan Resorts is currently evaluating potential gaming opportunities in the Commonwealth of Massachusetts, and a wholly-owned subsidiary of Mohegan Resorts has entered into a ground
lease for approximately 152 acres of land located in Palmer, Massachusetts, which would serve as a potential site for future gaming development, if legalized in the Commonwealth of Massachusetts. A wholly-owned subsidiary of Mohegan Resorts was also
a partner in an unsuccessful effort, ended in September 2008, to secure a gaming license for the development of a gaming facility in the State of Kansas.

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, or Foxwoods. We
also currently face competition from several casinos and gaming facilities located on Indian tribal lands in the State of New York and Video Lottery Terminal, or VLT, facilities in the states of New York and Rhode Island, as well as potential
competition from planned gaming projects announced by other Indian tribes and the expansion of state-licensed gaming in the Northeastern United States. We also face existing and future competition in the immediate Pennsylvania gaming market. Please
refer to Part I. Item 1. BusinessMarket and Competition from Other Gaming Operations in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008 for further details regarding our current and projected
competition from other gaming operations.



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##### Table of Contents

The following discussion highlights changes in our competitive landscape that have occurred since
September 30, 2008:

As states are experiencing unprecedented budget deficits, there are renewed proposals and debate in various state
legislatures on allowing or expanding state-licensed gaming throughout New England and the Northeast region. States also are considering or instituting other infrastructure, regulatory and promotional measures to retain or enhance revenues from
gaming, which affect competition for Mohegan Sun and Pocono Downs.

In Connecticut, the Governor has proposed, and legislation has been
introduced, to allow for the sale of alcohol under casino liquor permits on a 24-hour, seven-day-per-week basis. Also, state legislation is again being considered to attempt to regulate or ban secondhand smoke at casinos in Connecticut.

In Rhode Island, legislation is being considered to amend the state constitution to permit blackjack, roulette and craps at state-licensed gaming
facilities. Additionally, according to published reports, Twin River remains in discussion with its lender and the state in light of the owners failure to meet certain financial obligations.

In the Commonwealth of Massachusetts, new legislation, with the possible support of new legislative leadership and the continued support of the Governor,
is expected to be introduced to permit state-licensed gaming at multiple locations throughout the state. Also, the federally-recognized Mashpee Wampanoag Tribe continues to pursue the establishment of its initial reservation in Mashpee and
Middleboro and a large gaming facility in Middleboro.

The New York legislature is expected to consider legalizing electronic table games
at racinos in the state, including Empire City in Yonkers and Aqueduct in Queens, and also is expected to consider allowing VLT facilities at Belmont Park in Elmont. In addition, according to published reports, the State of New York and Delaware
North Companies, Inc., or Delaware North, the successful bidder to operate VLTs at Aqueduct Race Track, have not yet executed a memorandum of understanding for operation of the facility, nor has Delaware North paid its upfront licensing fee to the
state. The Shinnecock Indian Nation on Long Island also is reportedly under active consideration for federal recognition by the BIA and has plans for gaming if it is recognized and has reservation land taken into trust. Several federally-recognized
Indian tribes, including the Seneca Nation, have announced or renewed plans to pursue tribal casinos in the Catskills Region of New York.

In the Commonwealth of Pennsylvania, the Governor is planning to seek legislation to allow a limited number of video-poker machines at restaurants, private clubs and corner bars, and legislation is being considered to allow table games at
existing casinos, including Pocono Downs. Additionally, Sands Bethworks Gaming has announced that it plans to open the casino portion of its gaming facility in Bethlehem in May 2009.

Various casino operators with facilities in Atlantic City, New Jersey, are reportedly experiencing financial difficulties and in some cases have filed
for bankruptcy or have restructured their debt to avoid bankruptcy. According to reports, several new casino projects or expansions have been cancelled or postponed in recent months, including projects by Penn National Gaming, Inc., MGM Mirage,
Inc., Pinnacle Entertainment, Inc., and Curtis Bashaw.

Explanation of Key Financial Statement Captions

Gross revenues

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



| |  |  | gaming revenues, which include revenues from slot machines, table games, keno, live harness racing at Pocono Downs and racebook operations, including pari-mutuel
wagering revenues from our racebook operations at Mohegan Sun and our Pennsylvania OTW facilities;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | food and beverage revenues;
| | - |  | ---------------------------



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##### Table of Contents

| |  |  | hotel revenues; and
| | - |  | -------------------



| |  |  | retail, entertainment and other revenues, which include revenues from retail shops we manage, the Mohegan Sun Arena, MBC and Mohegan Golf.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------

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

Other commonly used terms in the discussion of revenues from slot machines include progressive slot machines,
progressive jackpots, net slot revenues, slot handle, gross slot hold percentage and net slot hold percentage. Progressive slot machines retain a portion of each amount wagered and aggregate these amounts with similar amounts from other slot
machines in order to create one-time winnings that are substantially larger than those paid in the ordinary course of play. We refer to such aggregated amounts as progressive jackpots. Wide-area progressive jackpot amounts are paid by a third party
vendor, and we remit a weekly payment to the vendor based on a percentage of the slot handle for each wide-area progressive slot machine. We accrue in-house progressive jackpot amounts until paid, and such accrued amounts are deducted from gross
slot revenues, along with wide-area progressive jackpot amounts, to arrive at net slot revenues, also referred to as net slot win. Net slot revenues are included in gaming revenues in the accompanying consolidated statements of income. Slot handle
is the total amount wagered by patrons on slot machines during the period, including free promotional slot plays issued to patrons, or the e-Bonus program. Gross slot hold percentage is the gross slot win as a percentage of slot handle. Net slot
hold percentage is the net slot win as a percentage of slot handle.

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

Revenues from food and beverages, hotel, retail, entertainment events and other services are recognized at the time the service is performed. Minimum
rental revenues that we receive pursuant to our rental lease agreements for The Shops at Mohegan Sun and tenants at Pocono Downs are recognized on a straight-line basis over the terms of the leases. Percentage rents are recognized in the period in
which the tenants exceed their respective percentage rent thresholds.

Promotional allowances

We operate a program for our guests at Mohegan Sun and Pocono Downs, without membership fees, called the Players Club. This program provides
complimentary food, beverage, hotel, retail, entertainment and other services to guests, as applicable, based on points that are awarded for guests gaming activities. These points may be used to purchase, among other things, items at the
retail stores and restaurants located within Mohegan Sun and Pocono Downs, including The Shops at Mohegan Sun and the Mohegan Sun gasoline and convenience center. Points also may be used to purchase hotel services and tickets to entertainment events
held at Mohegan Sun facilities. The retail value of these complimentary items is included in gross revenues when redeemed at facilities operated by us and then deducted as promotional allowances to arrive at net revenues. The cost associated with
reimbursing third parties for the value of these complimentary items redeemed at third party facilities is charged to gaming expenses.



37



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We also have ongoing promotional programs which offer coupons to our guests for the purchase of food,
beverage, hotel and retail amenities offered within Mohegan Sun and Pocono Downs, as applicable. The retail value of items or services purchased with coupons at facilities operated by us within Mohegan Sun and Pocono Downs is included in gross
revenues and the respective coupon value is deducted as promotional allowances to arrive at net revenues. The cost associated with reimbursing third parties for the value of coupons redeemed at third party facilities is charged to gaming expenses.

Gaming expenses

Gaming expenses primarily include the portion of gross slot revenues which must be paid to the State of Connecticut and the PGCB which are referred to as slot win contribution and slot machine tax assessments, respectively. For each
12-month period commencing July 1, 1995, the slot win contribution from Mohegan Sun is the lesser of (a) 30% of gross slot revenues, or (b) the greater of (i) 25% of gross slot revenues, or (ii) $80.0 million. The current
assessment of the amount payable to the PGCB on a daily basis is 55% of gross slot revenues at Pocono Downs. In addition to this daily assessment, Downs Racing must pay to the PGCB, on an annual basis, amounts necessary to ensure that the city and
municipality hosting Pocono Downs will receive an annual minimum of $10.0 million from the local share assessment. The local share assessment is equal to the greater of 2% of annual gross slot revenues or $10.0 million.

Gaming expenses also include, among other things, expenses associated with operation of slot machines, table games, keno, live harness racing at Pocono
Downs and racebook, certain marketing expenses, and promotional expenses for the Players Club points and coupons redeemed at our hotel, restaurants and retail outlets, as well as third party tenant outlets.

Income from operations

We
calculate income from operations as net revenues less total operating costs and expenses. Income from operations represents only those amounts that relate to our consolidated operations and excludes accretion of discount to the relinquishment
liability, interest income, interest expense, minority interests and other non-operating income and expense.

Reassessment of
relinquishment liability and accretion of discount to the relinquishment liability

In February 1998, we entered into a
relinquishment agreement with Trading Cove Associates, or TCA. The relinquishment agreement provides that we will make certain payments to TCA out of, and determined as a percentage of, revenues, as defined in the relinquishment agreement, generated
by Mohegan Sun over a 15-year period. In accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies, or SFAS No. 5, we have recorded a relinquishment liability of the estimated present value
of our obligations under the relinquishment agreement. We reassess projected revenues and consequently the relinquishment liability: (i) annually, in conjunction with our budgeting process, and (ii) when necessary to account for material
increases or decreases in projected revenues over the relinquishment period. Furthermore, we record a quarterly accretion to the relinquishment liability to reflect the impact of the time value of money. Since there is a high level of estimates and
judgments used with respect to calculating the relinquishment liability, future events that affect such estimates and judgments may cause the actual relinquishment liability to differ significantly from the estimate. In addition, we have capitalized
$130.0 million of this relinquishment liability in connection with the trademark value of the Mohegan Sun brand name. Under SFAS No. 142, Goodwill and Other Intangible Assets, or SFAS 142, the Mohegan Sun trademark is no longer
subject to amortization because it has been deemed to have an indefinite useful life. SFAS 142, however, requires the trademark to be evaluated at least annually for impairment by applying a fair-value test, and if impairment occurs, the amount of
impaired trademark must be written-off immediately.



38



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Results of Operations

Summary Operating Results

As of December 31, 2008, we own and operate Mohegan Sun, the
Connecticut Sun WNBA franchise and the Mohegan Sun Country Club at Pautipaug in Connecticut, or the Connecticut entities, and the Pocono Downs entities. All of our revenues are derived from these operations. Our executive officers review and assess
the performance and operating results and determine the proper allocation of resources to the Connecticut entities and the Pocono Downs entities on a separate basis. We, therefore, believe that we have two operating segments: (i) Mohegan Sun,
which includes the operations of the Connecticut entities, and (ii) Pocono Downs, which comprises the operations of the Pocono Downs entities. The two operating segments also are reported as separate segments due to the differing nature of
their operations.

The following table summarizes our results from operations on a property basis (in thousands):



|                               |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|------------------------------ |  | --------------------------------------- | ------- | ----- | ---- | - | ------- | -------------- |  | - | ------------------ | - |  | ------ | --
|                               |  | For the Three Months Ended December 31, |        
|                               |  | 2008                                    |         |       | 2007 |   |         | DollarVariance |  |   | PercentageVariance |  
|Net revenues:                  |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|Mohegan Sun                    |  | $                                       | 307,483 | (1)   |      | $ | 339,427 |                |  | $ | (31,944            | ) |  | (9.4   | )%
|Pocono Downs                   |  |                                         | 56,548  | (2)   |      |   | 47,522  |                |  |   | 9,026              |   |  | 19.0   | % 
|                               |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|Total                          |  | $                                       | 364,031 |       |      | $ | 386,949 |                |  | $ | (22,918            | ) |  | (5.9   | )%
|                               |  |                                         |         |      
|Income (loss) from operations: |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|Mohegan Sun                    |  | $                                       | 34,047  | (1)   |      | $ | 55,942  |                |  | $ | (21,895            | ) |  | (39.1  | )%
|Pocono Downs                   |  |                                         | (1,010  | ) (2) |      |   | 3,484   |                |  |   | (4,494             | ) |  | (129.0 | )%
|Corporate expenses             |  |                                         | (5,030  | )     |      |   | (8,004  | )              |  |   | (2,974             | ) |  | (37.2  | )%
|                               |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|Total                          |  | $                                       | 28,007  |       |      | $ | 51,422  |                |  | $ | (23,415            | ) |  | (45.5  | )%
|                               |  |                                         |         |      
|Net income (loss)              |  | $                                       | (3,777  | )     |      | $ | 23,693  |                |  | $ | (27,470            | ) |  | (115.9 | )%



|(1) | Includes operating results of Casino of the Wind.
|--- | -------------------------------------------------

|(2) | Includes operating results of Project Sunrise.
|--- | ----------------------------------------------

The
important factors and trends that most contributed to our financial performance for the three months ended December 31, 2008 and 2007 are as follows:



| |  |  | the ongoing national economic recession and continued weakening consumer spending on discretionary items such as gaming and leisure activities resulting in lower
spending by gaming patrons, which impacted gaming revenues at Mohegan Sun and Pocono Downs;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased competition in the Northeast gaming market from VLT facilities at Empire City in Yonkers, New York and Twin River in Lincoln, Rhode Island, and our
Connecticut competitor, Foxwoods, following the opening of its MGM Grand at Foxwoods hotel and gaming facility in May 2008, resulting in lower slot revenues at Mohegan Sun;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the opening of Project Sunrise in July 2008, which generated additional slot revenues at Pocono Downs during the three months ended December 31, 2008;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | lower operating costs at Mohegan Sun during the three months ended December 31, 2008, including salary and wage costs and advertising, casino marketing and
promotional expenditures;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | higher number of headliner shows at the Mohegan Sun Arena during the three months ended December 31, 2008, which we believe contributes to gaming, food and
beverage, hotel and retail and other revenues; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increase in promotional room rates offered to casino hotel guests, designed to maintain occupancy levels to support gaming and other revenues.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

Non-recurring factors that affected our financial performance for the three months ended
December 31, 2008 and 2007 are as follows:



| |  |  | decreased table games hold percentage at Mohegan Sun, which negatively impacted table games revenues and income from operations;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased operating costs and expenses, including higher than expected post-opening staffing costs at Pocono Downs in connection with Project Sunrise during the
three months ended December 31, 2008;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased promotional activities, including free promotional slot plays, from competitors as compared to Mohegan Sun and Pocono Downs;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unfavorable weather conditions as compared to the same periods in each of the prior years, which negatively impacted operating results at Mohegan Sun and Pocono
Downs; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a $3.5 million non-recurring charge in the three months ended December 31, 2007 for additional reserves against the net assets of WTG in connection with the
Menominee Project.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Net revenues for the three months ended December 31, 2008 compared to the same period in the
prior year decreased primarily as a result of the declines in table games and slot revenues at Mohegan Sun. These declines were partially offset by increased slot revenues at Pocono Downs due to the opening of Project Sunrise, as well as higher
entertainment revenues at Mohegan Sun.

Income from operations for the three months ended December 31, 2008 compared to the same
period in the prior year decreased as a result of the decline in net revenues at Mohegan Sun and increased operating costs and expenses at Pocono Downs due to the opening of Project Sunrise. The decrease in income from operations was partially
offset by the growth in net revenues at Pocono Downs and lower Corporate-related expenses resulting primarily from the non-recurring charge recorded in the three months ended December 31, 2007 for additional reserves against the net assets of
WTG in connection with the Menominee Project. Our operating margin, or income from operations as a percentage of net revenues, for the three months ended December 31, 2008 decreased to 7.7% from 13.3% for the three months ended
December 31, 2007. This decrease resulted from declines in Pocono Downs and Mohegan Suns operating margins of 910 basis points and 540 basis points, respectively. The decline in Pocono Downs operating margin was primarily the
result of the ongoing national economic recession, increased operating costs and expenses, including higher than expected post-opening staffing costs, increased redemption costs due to higher utilization of Players Club points at third-party
outlets, greater promotional activities from competitors and unfavorable weather conditions in the Northeastern Pennsylvania region. Pocono Downs has a significantly lower operating margin than Mohegan Sun due to higher gaming tax rates assessed by
the Commonwealth of Pennsylvania. The decrease in Mohegan Suns operating margin was primarily attributable to lower gaming revenues due to the ongoing recession and unfavorable weather conditions. Mohegan Suns operating margin for the
three months ended December 31, 2008 reflects poker revenues from the August 2008 opening of the 42-table poker room in the Casino of the Wind, lower salary and wage costs and reductions in advertising, casino marketing and promotional
expenditures.

Net income for the three months ended December 31, 2008 compared to the same period in the prior year decreased
primarily due to the reduction in income from operations, as well as increased interest expense due to higher weighted average outstanding debt, as a result of additional borrowings on our bank credit facility to fund capital expenditures for
Project Horizon and Project Sunrise, partially offset by a decrease in weighted average interest rate.



40



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##### Table of Contents

Mohegan Sun

Gross Revenues

Gross revenues consisted of the following (in thousands):



|                                |  |                                         |         |      |   |                |  |   |                    |   |  |       |   
|------------------------------- |  | --------------------------------------- | ------- | ---- | - | -------------- |  | - | ------------------ | - |  | ----- | --
|                                |  | For the Three Months Ended December 31, |        
|                                |  | 2008                                    |         | 2007 |   | DollarVariance |  |   | PercentageVariance |  
|Gaming                          |  | $                                       | 272,945 |      | $ | 304,787        |  | $ | (31,842            | ) |  | (10.4 | )%
|Food and beverage               |  |                                         | 20,313  |      |   | 23,300         |  |   | (2,987             | ) |  | (12.8 | )%
|Hotel                           |  |                                         | 10,842  |      |   | 12,577         |  |   | (1,735             | ) |  | (13.8 | )%
|Retail, entertainment and other |  |                                         | 32,388  |      |   | 30,313         |  |   | 2,075              |   |  | 6.8   | % 
|                                |  |                                         |         |      |   |                |  |   |                    |   |  |       |   
|Total                           |  | $                                       | 336,488 |      | $ | 370,977        |  | $ | (34,489            | ) |  | (9.3  | )%
|                                |  |                                         |         |      |   |                |  |   |                    |   |  |       |   

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



|                                |  |                                        |   |  |       |  
|------------------------------- |  | -------------------------------------- | - |  | ----- | -
|                                |  | For the Three Months EndedDecember 31, |  
|                                |  | 2008                                   |   |  | 2007  |  
|Gaming                          |  | 81.1                                   | % |  | 82.2  | %
|Food and beverage               |  | 6.0                                    | % |  | 6.3   | %
|Hotel                           |  | 3.2                                    | % |  | 3.4   | %
|Retail, entertainment and other |  | 9.7                                    | % |  | 8.1   | %
|                                |  |                                        |   |  |       |  
|Total                           |  | 100.0                                  | % |  | 100.0 | %
|                                |  |                                        |   |  |       |  

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



|                                                    |  |                                         |           |   |      |   |           |          |  |   |                    |    |  |       |   
|--------------------------------------------------- |  | --------------------------------------- | --------- | - | ---- | - | --------- | -------- |  | - | ------------------ | -- |  | ----- | --
|                                                    |  | For the Three Months Ended December 31, |          
|                                                    |  | 2008                                    |           |   | 2007 |   |           | Variance |  |   | PercentageVariance |   
|Slot handle                                         |  | $                                       | 2,304,211 |   |      | $ | 2,424,504 |          |  | $ | (120,293           | )  |  | (5.0  | )%
|Gross slot revenues                                 |  | $                                       | 195,335   |   |      | $ | 208,321   |          |  | $ | (12,986            | )  |  | (6.2  | )%
|Net slot revenues                                   |  | $                                       | 188,095   |   |      | $ | 201,865   |          |  | $ | (13,770            | )  |  | (6.8  | )%
|Weighted average number of slot machines (in units) |  |                                         | 6,743     |   |      |   | 6,185     |          |  |   | 558                |    |  | 9.0   | % 
|Gross slot hold percentage                          |  |                                         | 8.5       | % |      |   | 8.6       | %        |  |   | (0.1               | )% |  | (1.2  | )%
|Gross slot win per unit per day (in dollars)        |  | $                                       | 315       |   |      | $ | 366       |          |  | $ | (51                | )  |  | (13.9 | )%
|Table games drop                                    |  | $                                       | 580,631   |   |      | $ | 649,110   |          |  | $ | (68,479            | )  |  | (10.5 | )%
|Table games revenues                                |  | $                                       | 79,686    |   |      | $ | 100,404   |          |  | $ | (20,718            | )  |  | (20.6 | )%
|Weighted average number of table games (in units)   |  |                                         | 329       |   |      |   | 322       |          |  |   | 7                  |    |  | 2.2   | % 
|Table games hold percentage (1)                     |  |                                         | 13.7      | % |      |   | 15.5      | %        |  |   | (1.8               | )% |  | (11.6 | )%
|Table games revenue per unit per day (in dollars)   |  | $                                       | 2,635     |   |      | $ | 3,386     |          |  | $ | (751               | )  |  | (22.2 | )%
|Poker revenues                                      |  | $                                       | 2,826     |   |      | $ |          |          |  | $ | 2,826              |    |  | 100.0 | % 
|Weighted average number of poker tables (in units)  |  |                                         | 42        |   |      |   |          |          |  |   | 42                 |    |  | 100.0 | % 
|Poker revenue per unit per day (in dollars)         |  | $                                       | 731       |   |      | $ |          |          |  | $ | 731                |    |  | 100.0 | % 



|(1) | Table games hold percentage is relatively predictable over longer periods of time,
|--- | ----------------------------------------------------------------------------------

| | but can significantly fluctuate over shorter periods.
| | -----------------------------------------------------

Gaming revenues for the three months ended December 31, 2008 compared to the same period in the prior year decreased due to declines in both table games and slot revenues. The decrease in table games revenues resulted from declines in
table games drop and table games hold percentage. The decline in table games drop was



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##### Table of Contents

primarily attributable to the ongoing national economic recession, which has severely impacted spending by gaming patrons in the Northeastern United States,
as we experienced decreased spending per rated table games patron, despite increased rated table games patron trips during the period. The decrease in table games drop also was impacted by unfavorable December weather conditions in the Northeast
region during the period, including a significant weekend snowstorm and a snowstorm on New Years Eve, resulting in overall reduced patron visitation. Table games hold percentage is relatively predictable over longer periods of time, but can
significantly fluctuate over shorter periods. The decrease in slot revenues also was attributable to the ongoing national economic recession, as well as increased competition from Empire City, Twin River and Foxwoods, following the opening of its
MGM Grand at Foxwoods in May 2008. The unfavorable weather conditions in the Northeast region and higher promotional activities from competitors as compared to us also contributed to the decline in slot revenues. Our slot win efficiency in the
Northeast gaming market remained relatively stable, decreasing slightly to 135.0% for the three months ended December 31, 2008 from 137.6% for the same period in the prior year. Our slot win efficiency in the Northeast gaming market was
impacted by customers in the New York City and Boston area markets that chose to frequent closer gaming facilities. Our slot win efficiency in the Connecticut gaming market for the three months ended December 31, 2008 increased to 123.6% from
117.9% for the same period in the prior year.

Food and beverage revenues for the three months ended December 31, 2008 compared to the
same period in the prior year decreased primarily due to a $2.6 million decline in food revenues. The decline in food revenues resulted from an 18.5% reduction in the number of meals served due to the temporary closure of the Earth food court to
accommodate construction of the Earth guest connector, as well as the September 2008 opening of Jimmy Buffetts Margaritaville Restaurant, a third-party food and beverage outlet, which resulted in decreased patron visitation at Mohegan
Sun-owned food outlets. The decrease in the number of meals served was partially offset by a 6.1% increase in the average price per cover.

The following table presents data related to hotel revenues:



|                                    |  |                                         |         |   |      |   |         |          |  |   |                    |   |  |       |   
|----------------------------------- |  | --------------------------------------- | ------- | - | ---- | - | ------- | -------- |  | - | ------------------ | - |  | ----- | --
|                                    |  | For the Three Months Ended December 31, |        
|                                    |  | 2008                                    |         |   | 2007 |   |         | Variance |  |   | PercentageVariance |  
|Rooms occupied                      |  |                                         | 103,400 |   |      |   | 100,100 |          |  |   | 3,300              |   |  | 3.3   | % 
|Average daily room rate (ADR)       |  | $                                       | 94      |   |      | $ | 115     |          |  | $ | (21                | ) |  | (18.3 | )%
|Occupancy rate                      |  |                                         | 95.6    | % |      |   | 92.6    | %        |  |   | 3.0                | % |  | 3.2   | % 
|Revenue per available room (REVPAR) |  | $                                       | 90      |   |      | $ | 106     |          |  | $ | (16                | ) |  | (15.1 | )%

Hotel revenues for the three months ended December 31, 2008 compared to the same period in
the prior year decreased primarily as a result of the decline in ADR. The decline in ADR resulted from the continued competitive pricing pressures in room rates offered to casino hotel guests at Foxwoods and the Atlantic City gaming market, as well
as a continued decline in demand for group room nights. This reduction in room rates is designed to maintain occupancy levels to support gaming and other revenues.

Retail, entertainment and other revenues for the three months ended December 31, 2008 compared to the same period in the prior year increased primarily as a result of a $4.0 million growth in entertainment
revenues due to a 38.3% increase in average price per ticket for Mohegan Sun Arena shows, as well as a 3.1% increase in Arena ticket sales, both resulting from additional headliner shows at the Arena. The increase in retail, entertainment and other
revenues was partially offset by a $2.0 million decline in gasoline revenues due to a reduction in the average price per gallon of gasoline sold at the Mohegan Sun gasoline and convenience center.



42



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##### Table of Contents

Promotional Allowances

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



|                                |  |                                         |        |      |   |                |  |   |                    |   |  |       |   
|------------------------------- |  | --------------------------------------- | ------ | ---- | - | -------------- |  | - | ------------------ | - |  | ----- | --
|                                |  | For the Three Months Ended December 31, |       
|                                |  | 2008                                    |        | 2007 |   | DollarVariance |  |   | PercentageVariance |  
|Food and beverage               |  | $                                       | 9,457  |      | $ | 10,901         |  | $ | (1,444             | ) |  | (13.2 | )%
|Hotel                           |  |                                         | 4,094  |      |   | 3,927          |  |   | 167                |   |  | 4.3   | % 
|Retail, entertainment and other |  |                                         | 15,454 |      |   | 16,722         |  |   | (1,268             | ) |  | (7.6  | )%
|                                |  |                                         |        |      |   |                |  |   |                    |   |  |       |   
|Total                           |  | $                                       | 29,005 |      | $ | 31,550         |  | $ | (2,545             | ) |  | (8.1  | )%
|                                |  |                                         |        |      |   |                |  |   |                    |   |  |       |   

The estimated cost of providing promotional allowances is included in operating costs and
expenses, primarily gaming, as follows (in thousands):



|                                |  |                                         |        |      |   |                |  |   |                    |   |  |       |   
|------------------------------- |  | --------------------------------------- | ------ | ---- | - | -------------- |  | - | ------------------ | - |  | ----- | --
|                                |  | For the Three Months Ended December 31, |       
|                                |  | 2008                                    |        | 2007 |   | DollarVariance |  |   | PercentageVariance |  
|Food and beverage               |  | $                                       | 10,030 |      | $ | 11,393         |  | $ | (1,363             | ) |  | (12.0 | )%
|Hotel                           |  |                                         | 2,301  |      |   | 2,002          |  |   | 299                |   |  | 14.9  | % 
|Retail, entertainment and other |  |                                         | 12,830 |      |   | 14,024         |  |   | (1,194             | ) |  | (8.5  | )%
|                                |  |                                         |        |      |   |                |  |   |                    |   |  |       |   
|Total                           |  | $                                       | 25,161 |      | $ | 27,419         |  | $ | (2,258             | ) |  | (8.2  | )%
|                                |  |                                         |        |      |   |                |  |   |                    |   |  |       |   

Promotional allowances for the three months ended December 31, 2008 compared to the same
period in the prior year decreased as a result of lower redemptions under the Players Club program, primarily due to reduced patron visitation at Mohegan Sun-owned food and beverage and retail outlets, as discussed above.

Operating Costs and Expenses

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



|                                        |  |                                         |         |      |   |                |  |   |                    |   |  |       |   
|--------------------------------------- |  | --------------------------------------- | ------- | ---- | - | -------------- |  | - | ------------------ | - |  | ----- | --
|                                        |  | For the Three Months Ended December 31, |        
|                                        |  | 2008                                    |         | 2007 |   | DollarVariance |  |   | PercentageVariance |  
|Gaming                                  |  | $                                       | 178,840 |      | $ | 185,108        |  | $ | (6,268             | ) |  | (3.4  | )%
|Food and beverage                       |  |                                         | 10,009  |      |   | 11,892         |  |   | (1,883             | ) |  | (15.8 | )%
|Hotel                                   |  |                                         | 3,763   |      |   | 4,297          |  |   | (534               | ) |  | (12.4 | )%
|Retail, entertainment and other         |  |                                         | 12,275  |      |   | 10,513         |  |   | 1,762              |   |  | 16.8  | % 
|Advertising, general and administrative |  |                                         | 48,139  |      |   | 50,920         |  |   | (2,781             | ) |  | (5.5  | )%
|Pre-opening costs and expenses          |  |                                         | 50      |      |   | 12             |  |   | 38                 |   |  | 316.7 | % 
|Depreciation and amortization           |  |                                         | 20,360  |      |   | 20,743         |  |   | (383               | ) |  | (1.8  | )%
|                                        |  |                                         |         |      |   |                |  |   |                    |   |  |       |   
|Total                                   |  | $                                       | 273,436 |      | $ | 283,485        |  | $ | (10,049            | ) |  | (3.5  | )%
|                                        |  |                                         |         |      |   |                |  |   |                    |   |  |       |   

Gaming costs and expenses for the three months ended December 31, 2008 compared to the same
period in the prior year decreased primarily as a result of reduced slot win contribution to the State of Connecticut commensurate with the lower slot revenues and decreased non-gaming complimentaries redeemed by casino patrons at Mohegan Sun-owned
outlets. Reductions in casino marketing and promotional expenditures, lower redemption costs due to decreased utilization of Players Club points at third-party outlets and decreased labor costs also contributed to the decrease in gaming costs
and expenses. These reductions were partially offset by increased expenses associated with the e-Bonus escrow payments and higher medical benefit costs. Slot win contribution and e-Bonus escrow expenses totaled $50.1 million and $52.3 million for
the three months ended



43



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##### Table of Contents

December 31, 2008 and 2007, respectively. Gaming costs and expenses as a percentage of gaming revenues were 65.5% for the three months ended
December 31, 2008 compared to 60.7% for the three months ended December 31, 2007.

Food and beverage costs and expenses for the
three months ended December 31, 2008 compared to the same period in the prior year decreased primarily as a result of reduced cost of goods sold due to the reduction in the number of meals served and lower direct labor costs. These reductions
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 and increased medical benefit costs.

Hotel costs and expenses for the three months ended December 31, 2008 compared to the same period in the prior year decreased primarily as a result
of increased use of hotel complimentaries, resulting in higher amounts of hotel costs being allocated to gaming costs and expenses.

Retail, entertainment and other costs and expenses for the three months ended December 31, 2008 compared to the same period in the prior year increased primarily due to a substantial growth in direct entertainment costs resulting from
increased headliner shows at the Arena, partially offset by lower cost of goods sold as a result of the reduction in the average cost per gallon of gasoline sold at the Mohegan Sun gasoline and convenience center and reduced patronage at Mohegan
Sun-owned retail outlets. The increase in retail, entertainment and other costs and expenses for the three months ended December 31, 2008 also was offset by decreased use of retail 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 ended December 31, 2008 compared to the same period in the prior year decreased primarily as a result of reduced advertising, as well as reductions in other costs to support Mohegan Sun operations,
including professional and consulting expenditures.

Pre-opening costs and expenses for the three months ended December 31, 2008 and
2007 were comprised of direct incremental personnel, consulting and other costs associated with the opening of Project Horizon.

Pocono Downs

Gross Revenues

Gross revenues consisted of the following (in thousands):



|                  |  |                                         |        |      |   |                |  |                    |       |  |      |  
|----------------- |  | --------------------------------------- | ------ | ---- | - | -------------- |  | ------------------ | ----- |  | ---- | -
|                  |  | For the Three Months Ended December 31, |       
|                  |  | 2008                                    |        | 2007 |   | DollarVariance |  | PercentageVariance |      
|Gaming            |  | $                                       | 53,745 |      | $ | 45,858         |  | $                  | 7,887 |  | 17.2 | %
|Food and beverage |  |                                         | 3,575  |      |   | 2,318          |  |                    | 1,257 |  | 54.2 | %
|Retail and other  |  |                                         | 1,283  |      |   | 1,222          |  |                    | 61    |  | 5.0  | %
|                  |  |                                         |        |      |   |                |  |                    |       |  |      |  
|Total             |  | $                                       | 58,603 |      | $ | 49,398         |  | $                  | 9,205 |  | 18.6 | %
|                  |  |                                         |        |      |   |                |  |                    |       |  |      |  

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



|                  |  |                                        |   |  |       |  
|----------------- |  | -------------------------------------- | - |  | ----- | -
|                  |  | For the Three Months EndedDecember 31, |  
|                  |  | 2008                                   |   |  | 2007  |  
|Gaming            |  | 91.7                                   | % |  | 92.8  | %
|Food and beverage |  | 6.1                                    | % |  | 4.7   | %
|Retail and other  |  | 2.2                                    | % |  | 2.5   | %
|                  |  |                                        |   |  |       |  
|Total             |  | 100.0                                  | % |  | 100.0 | %
|                  |  |                                        |   |  |       |  



44



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##### Table of Contents

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



|                                                    |  |                                         |         |   |      |   |         |          |  |   |                    |    |  |       |   
|--------------------------------------------------- |  | --------------------------------------- | ------- | - | ---- | - | ------- | -------- |  | - | ------------------ | -- |  | ----- | --
|                                                    |  | For the Three Months Ended December 31, |        
|                                                    |  | 2008                                    |         |   | 2007 |   |         | Variance |  |   | PercentageVariance |   
|Slot handle                                         |  | $                                       | 582,551 |   |      | $ | 459,791 |          |  | $ | 122,760            |    |  | 26.7  | % 
|Gross slot revenues                                 |  | $                                       | 49,351  |   |      | $ | 39,900  |          |  | $ | 9,451              |    |  | 23.7  | % 
|Net slot revenues                                   |  | $                                       | 49,294  |   |      | $ | 39,859  |          |  | $ | 9,435              |    |  | 23.7  | % 
|Weighted average number of slot machines (in units) |  |                                         | 2,479   |   |      |   | 1,203   |          |  |   | 1,276              |    |  | 106.1 | % 
|Gross slot hold percentage                          |  |                                         | 8.5     | % |      |   | 8.7     | %        |  |   | (0.2               | )% |  | (2.3  | )%
|Gross slot win per unit per day (in dollars)        |  | $                                       | 216     |   |      | $ | 361     |          |  | $ | (145               | )  |  | (40.2 | )%

Gaming revenues for the three months ended December 31, 2008 compared to the same period in
the prior year increased primarily due to additional slot revenues from the opening of Project Sunrise. We believe the growth in slot revenues was slowed by the ongoing national economic recession, higher promotional activities from our competitors,
unfavorable weather conditions in the Northeastern Pennsylvania region and a decrease in gross slot hold percentage. The decrease in gross slot hold percentage was primarily attributable to increased free promotional slot plays to Players Club
members, which is reflected in slot handle. Our slot win efficiency in the Northeastern Pennsylvania gaming market for the three months ended December 31, 2008 was 108.7% compared to 163.3% for the three months ended December 31, 2007. The
decreases in gross slot win per unit per day and slot win efficiency were primarily attributable to the increase in the weighted average number of slot machines following the opening of Project Sunrise.

Food and beverage revenues for the three months ended December 31, 2008 compared to the same period in the prior year increased primarily due to
additional revenues from the new food and beverage outlets opened in connection with Project Sunrise, which resulted in increased patron visitation to the facility, as well as increased utilization of Pocono Downs Players Club points and
promotional coupons at Pocono Downs-owned food and beverage outlets.

Retail and other revenues for the three months ended
December 31, 2008 was comparable to retail and other revenues for the same period in the prior year.

Promotional Allowances

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



|                  |  |                                         |       |      |   |                |  |   |                    |   |  |       |   
|----------------- |  | --------------------------------------- | ----- | ---- | - | -------------- |  | - | ------------------ | - |  | ----- | --
|                  |  | For the Three Months Ended December 31, |      
|                  |  | 2008                                    |       | 2007 |   | DollarVariance |  |   | PercentageVariance |  
|Food and beverage |  | $                                       | 1,797 |      | $ | 1,339          |  | $ | 458                |   |  | 34.2  | % 
|Retail            |  |                                         | 258   |      |   | 537            |  |   | (279               | ) |  | (52.0 | )%
|                  |  |                                         |       |      |   |                |  |   |                    |   |  |       |   
|Total             |  | $                                       | 2,055 |      | $ | 1,876          |  | $ | 179                |   |  | 9.5   | % 
|                  |  |                                         |       |      |   |                |  |   |                    |   |  |       |   

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



|                  |  |                                         |       |      |   |                |  |   |                    |   |  |       |   
|----------------- |  | --------------------------------------- | ----- | ---- | - | -------------- |  | - | ------------------ | - |  | ----- | --
|                  |  | For the Three Months Ended December 31, |      
|                  |  | 2008                                    |       | 2007 |   | DollarVariance |  |   | PercentageVariance |  
|Food and beverage |  | $                                       | 1,902 |      | $ | 1,544          |  | $ | 358                |   |  | 23.2  | % 
|Retail            |  |                                         | 469   |      |   | 623            |  |   | (154               | ) |  | (24.7 | )%
|                  |  |                                         |       |      |   |                |  |   |                    |   |  |       |   
|Total             |  | $                                       | 2,371 |      | $ | 2,167          |  | $ | 204                |   |  | 9.4   | % 
|                  |  |                                         |       |      |   |                |  |   |                    |   |  |       |   



45



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##### Table of Contents

Promotional allowances for the three months ended December 31, 2008 compared to the same period in
the prior year increased due to higher redemptions under the Players Club program at food and beverage outlets.

Operating
Costs and Expenses

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



|                                        |  |                                         |        |      |   |                |  |                    |        |  |         |  
|--------------------------------------- |  | --------------------------------------- | ------ | ---- | - | -------------- |  | ------------------ | ------ |  | ------- | -
|                                        |  | For the Three Months Ended December 31, |       
|                                        |  | 2008                                    |        | 2007 |   | DollarVariance |  | PercentageVariance |       
|Gaming                                  |  | $                                       | 42,506 |      | $ | 35,169         |  | $                  | 7,337  |  | 20.9    | %
|Food and beverage                       |  |                                         | 1,717  |      |   | 832            |  |                    | 885    |  | 106.4   | %
|Retail and other                        |  |                                         | 356    |      |   | 151            |  |                    | 205    |  | 135.8   | %
|Advertising, general and administrative |  |                                         | 6,643  |      |   | 4,936          |  |                    | 1,707  |  | 34.6    | %
|Pre-opening costs and expenses          |  |                                         | 191    |      |   | 8              |  |                    | 183    |  | 2,287.5 | %
|Depreciation and amortization           |  |                                         | 6,145  |      |   | 2,942          |  |                    | 3,203  |  | 108.9   | %
|                                        |  |                                         |        |      |   |                |  |                    |        |  |         |  
|Total                                   |  | $                                       | 57,558 |      | $ | 44,038         |  | $                  | 13,520 |  | 30.7    | %
|                                        |  |                                         |        |      |   |                |  |                    |        |  |         |  

Gaming costs and expenses for the three months ended December 31, 2008 compared to the same
period in the prior year increased primarily as a result of additional operating costs and expenses necessary to support Project Sunrise, including increased Pennsylvania Gaming Tax commensurate with the growth in slot revenues, and higher than
expected post-opening staffing costs and operating expenses. Higher redemption costs due to increased utilization of Players Club points and promotional coupons at third-party outlets also contributed to the increase in gaming costs and
expenses. Pennsylvania Gaming Tax expenses totaled $28.7 million and $23.7 million for the three months ended December 31, 2008 and 2007, respectively. Gaming costs and expenses as a percentage of gaming revenues were 79.1% for the three months
ended December 31, 2008 compared to 76.7% for the three months ended December 31, 2007.

Food and beverage costs and expenses for
the three months ended December 31, 2008 compared to the same period in the prior year increased primarily due to additional costs and expenses necessary to support the new food and beverage outlets opened in connection with Project Sunrise,
partially offset by higher amounts of food and beverage complimentaries resulting in an increased amounts of food and beverage costs being allocated to gaming costs and expenses.

Retail and other costs and expenses for the three months ended December 31, 2008 compared to the same period in the prior year increased primarily
due to additional costs and expenses necessary to support the new retail outlets opened in connection with Project Sunrise.

Advertising,
general and administrative costs and expenses for the three months ended December 31, 2008 compared to the same period in the prior year increased primarily as a result of additional costs and expenses necessary to support Project Sunrise,
including higher than expected post-opening staffing costs and operating expenses.

Pre-opening costs and expenses for the three months
ended December 31, 2008 and 2007 were comprised of direct incremental personnel, consulting and other costs associated with the opening of Project Sunrise.

Depreciation and amortization expenses for the three months ended December 31, 2008 compared to the same period in the prior year increased primarily due to the commencement of depreciation on the new Phase II
facility and related slot machines and equipment placed in service in July 2008.



46



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##### Table of Contents

Corporate Expenses and Other Income (Expense)

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



|                                                          |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|--------------------------------------------------------- |  | --------------------------------------- | ------- | ----- | ---- | - | ------- | -------------- |  | - | ------------------ | - |  | ------ | --
|                                                          |  | For the Three Months Ended December 31, |        
|                                                          |  | 2008                                    |         |       | 2007 |   |         | DollarVariance |  |   | PercentageVariance |  
|Corporate expenses:                                       |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|Depreciation and amortization                             |  | $                                       | 21      |       |      | $ | 860     | (1)            |  | $ | (839               | ) |  | (97.6  | )%
|Corporate expenses                                        |  |                                         | 5,009   |       |      |   | 7,144   | (2)            |  |   | (2,135             | ) |  | (29.9  | )%
|                                                          |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|Total Corporate expenses                                  |  | $                                       | 5,030   |       |      | $ | 8,004   |                |  | $ | (2,974             | ) |  | (37.2  | )%
|                                                          |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|Other income (expense):                                   |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|Accretion of discount to the relinquishment liability (3) |  | $                                       | (5,106  | )     |      | $ | (6,771  | )              |  | $ | (1,665             | ) |  | (24.6  | )%
|Interest income (4)                                       |  |                                         | 989     |       |      |   | 1,058   |                |  |   | (69                | ) |  | (6.5   | )%
|Interest expense, net of capitalized interest             |  |                                         | (27,665 | )     |      |   | (22,831 | )              |  |   | 4,834              |   |  | 21.2   | % 
|Other income (expense), net                               |  |                                         | (633    | ) (5) |      |   | 214     | (6)            |  |   | (847               | ) |  | (395.8 | )%
|                                                          |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   
|Total other expense                                       |  | $                                       | (32,415 | )     |      | $ | (28,330 | )              |  | $ | 4,085              |   |  | 14.4   | % 
|                                                          |  |                                         |         |       |      |   |         |                |  |   |                    |   |  |        |   



|(1) | Includes an $840,000 charge to reduce the carrying value of the Menominee developments rights intangible asset to its estimated fair value.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes a $2.7 million charge to adjust the allowance on the future collection of reimbursable development costs and expenses in connection with the Menominee Project.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Our accretion of the 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.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Comprised primarily of interest earned on long-term receivables from the Menominee Tribe related to the Menominee Project and the Cowlitz Tribe related to the Cowlitz Project.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Represents primarily severance related charges in connection with the suspension of Project Horizon.
|--- | ----------------------------------------------------------------------------------------------------

|(6) | Represents primarily gain on disposal of property and equipment.
|--- | ----------------------------------------------------------------

Total Corporate costs and expenses for the three months ended December 31, 2008 compared to the same period in the prior year decreased primarily as a result of the $3.5 million non-recurring charge recorded during the three months
ended December 31, 2007 in connection with the Menominee Project, partially offset by increased rental expense in connection with a ground lease for the land located in Palmer, Massachusetts, which would serve as a potential site for future
gaming development, if legalized in Massachusetts.

Interest expense, net of capitalized interest, for the three months ended
December 31, 2008 compared to the same period in the prior year increased primarily due to higher weighted average outstanding debt, partially offset by a decrease in weighted average interest rate. The weighted average outstanding debt was
$1.63 billion for the three months ended December 31, 2008 compared to $1.30 billion for the three months ended December 31, 2007. The increase in weighted average outstanding debt was due to additional borrowings on the bank credit
facility to fund capital expenditures for Project Horizon and Project Sunrise. The weighted average interest rate was 6.9% and 7.4% for the three months ended December 31, 2008 and 2007, respectively.

Seasonality

The gaming industry in Connecticut is
seasonal in nature, with the heaviest gaming activity often occurring at Mohegan Sun between May and August. Additionally, live harness racing activity at Pocono Downs is seasonal, with the racing season commencing in late March/early April and
usually ending in the fall. The overall gaming industry in Pennsylvania also is expected to be seasonal in nature. Accordingly, the results of operations for the three months ended December 31, 2008 are not necessarily indicative of the
operating results for other interim periods or an entire fiscal year.



47



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##### Table of Contents

Liquidity, Capital Resources and Capital Spending

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



|                                          |  |                                         |         |   |      |   |         |                |  |   |                    |   |  |         |   
|----------------------------------------- |  | --------------------------------------- | ------- | - | ---- | - | ------- | -------------- |  | - | ------------------ | - |  | ------- | --
|                                          |  | For the Three Months Ended December 31, |        
|                                          |  | 2008                                    |         |   | 2007 |   |         | DollarVariance |  |   | PercentageVariance |  
|Net cash provided by operating activities |  | $                                       | 45,880  |   |      | $ | 70,879  |                |  | $ | (24,999            | ) |  | (35.3   | )%
|Net cash used in investing activities     |  |                                         | (82,428 | ) |      |   | (51,339 | )              |  |   | 31,089             |   |  | 60.6    | % 
|Net cash provided by financing activities |  |                                         | 47,928  |   |      |   | 2,386   |                |  |   | 45,542             |   |  | 1,908.7 | % 
|                                          |  |                                         |         |   |      |   |         |                |  |   |                    |   |  |         |   
|Net increase in cash and cash equivalents |  | $                                       | 11,380  |   |      | $ | 21,926  |                |  | $ | (10,546            | ) |  | (48.1   | )%
|                                          |  |                                         |         |   |      |   |         |                |  |   |                    |   |  |         |   

As of December 31, 2008 and September 30, 2008, we held cash and cash equivalents of
$95.2 million and $83.8 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 and relinquishment liability reassessments. The decrease in cash provided by operating activities for the three months ended December 31, 2008 was primarily attributable to the decrease in operating income after adjustments for
non-cash items, partially offset by lower working capital requirements.

Operating activities are a significant source of our cash flows.
We use our cash flows provided by operating activities primarily to meet our working capital requirements, provide funding for our maintenance capital expenditures, reduce our debt, provide distributions to the Tribe, provide payments under the
relinquishment agreement, and from time to time, make investments. 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:



| |  |  | the ongoing national economic recession, which has resulted in reduced spending on discretionary items such as gaming activities and could result in further reduced
spending;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased competition (including the legalization or expansion of gaming in New England, New York, New Jersey, Maryland or Pennsylvania);
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an infrastructure or transportation disruption, such as the closure of Interstate 95 or 395 through Connecticut, for an extended period of time;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | a change in Connecticuts or the Commonwealth of Pennsylvanias state laws regarding smoking in gaming facilities; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



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

In addition to cash generated by operating activities, we have relied on external sources of liquidity to meet our capital requirements. The increase in cash used in investing activities for the three months ended
December 31, 2008 was attributable primarily to a $29.3 million increase in capital expenditures due to the construction projects described below under Capital Expenditures-Capital Expenditures Incurred. The increase in cash
provided by financing activities for the three months ended December 31, 2008 was primarily attributable to a $48.3 million increase in total net borrowings. Borrowings during the three months ended December 31, 2008 were used primarily to
fund capital expenditures at Mohegan Sun and Pocono Downs.

External Sources of Liquidity

Notes. We financed the purchase of the Pocono Downs entities and most of the costs to construct Mohegan Sun and Pocono Downs with the net proceeds
from the issuance of notes and borrowings under our bank credit facilities. As of December 31, 2008, we had:



| |  |  | $16.3 million outstanding in 83/8% senior subordinated notes due July 1, 2011 and first callable July 1, 2006, or the 2001 senior subordinated notes;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

| |  |  | $250.0 million outstanding in 8% senior subordinated notes due April 1, 2012 and first callable April 1, 2007, or the 2002 senior subordinated notes;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $330.0 million outstanding in 63/8% senior subordinated notes due July 15, 2009, or the 2003 senior subordinated notes;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | $225.0 million outstanding in 71/8% senior subordinated notes due August 15, 2014 and first callable on August 15, 2009, or the 2004 senior subordinated notes;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $250.0 million outstanding in 61/8% senior notes due February 15, 2013 and first callable February 15, 2009, or the 2005 senior notes; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | $150.0 million outstanding in 67/8% senior subordinated notes due February 15, 2015 and first callable February 15, 2010, or the 2005 senior subordinated notes.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

MBC, Mohegan Ventures-NW, MCV-PA, the Pocono Downs entities, Mohegan Golf, MVW, WTG and MTGA Gaming are guarantors of each of these notes, except for the
2001 senior subordinated notes, which are guaranteed solely by MBC.

In January 2009, Standard and Poors Ratings Services downgraded
the credit rating on our 2005 senior notes from B+ to B- and the credit rating on our senior subordinated notes from B to CCC+. In February 2009, Moodys Investors Services downgraded the credit rating on our senior subordinated notes from B3
to Caa1, and placed the Ba3 credit rating on our 2005 senior notes for review. These actions were primarily to reflect the impact of the ongoing national economic recession, increased competition in the Northeast gaming market, our ability to reduce
our indebtedness and concerns over our ability to meet our financial covenants. Such credit rating downgrades may impact our ability to access the debt capital markets in the future. If we are able to access the debt capital markets, our costs of
the issuance of new debt may be greater than costs experienced by us in the past and we could also be subject to more restrictive covenants and other terms in connection with any such issuance.

Bank Credit Facility. On December 10, 2008, we entered into a third amended and
restated loan agreement, or the bank credit facility, providing for up to $850.0 million of borrowing capacity from a syndicate of 23 financial institutions and commercial banks, with Bank of America, N.A., serving as Administrative Agent. The bank
credit facility includes term loans in the amount of $150.0 million, which amortize at a rate of $750,000 per quarter beginning December 31, 2008 and continue through March 31, 2010. If the term loans are not fully repaid prior to
June 30, 2010, the amortization rate under the bank credit facility increases to $30.0 million per quarter beginning June 30, 2010, with an automatic and permanent reduction of the revolving loan, subsequent to the amortization of the term
loans. The maturity date of the bank credit facility is March 9, 2012, upon which all remaining balances outstanding on the term loans and revolving loans are payable. Proceeds from the bank credit facility may be used to repay our 63/8% $330.0 million senior subordinated notes at maturity on July 15, 2009, and it is our intent to utilize the bank credit
facility for this purpose.

As of December 31, 2008, the amount under
letters of credit issued pursuant to the bank credit facility totaled $7.2 million, of which no amount was drawn. Inclusive of term loans and letters of credit, which reduce borrowing availability under the bank credit facility, we had approximately
$462.8 million of borrowing capacity under the bank credit facility as of December 31, 2008, without taking into account covenants under the bank credit facility and our Line of Credit and note indentures. Considering restrictive financial
covenants under the bank credit facility and note indentures, the amount of additional borrowings we could incur under the bank credit facility in conjunction with our current permitted borrowings (which includes our ability to repay the 63/8% $330.0 million senior subordinated notes at maturity on July 15, 2009 with proceeds from the bank credit facility)
approximated $49.4 million as of December 31, 2008.

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, the applicable rate based on either the applicable pricing period as set forth in the bank credit facility or on
our total



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leverage ratio, depending on whether any term loans remain outstanding at the time each loan is made (as each term is defined under the bank credit
facility). We also pay commitment fees for the unused portion of the revolving loans on a quarterly basis equal to the product obtained by multiplying the applicable rate for commitment fees by the average daily unused commitment for that calendar
quarter. The applicable rate for base rate loans is between 2.25% and 3.25% if any term loans remain outstanding, and between 0.75% and 2.25% after the term loans are fully repaid. The applicable rate for Eurodollar rate loans is between 3.50% and
4.50% if any term loans remain outstanding, and between 2.00% and 3.50% after the term loans are fully repaid. The applicable rate for commitment fees is 0.50% if any term loans remain outstanding, and between 0.20% and 0.50% after the term loans
are fully repaid. The base rate is the higher of Bank of Americas announced prime rate, the LIBOR 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 December 31, 2008, we had $379.3 million Eurodollar rate loans and no base rate loans outstanding. The
Eurodollar rate loans outstanding at December 31, 2008 were comprised of: (1) $149.3 million in term loans based on a one-month Eurodollar rate of 0.46% plus an applicable rate of 3.50%; (2) $216.0 million in revolving loans based on
a one-month Eurodollar rate of 1.83% plus an applicable rate of 3.50%; and (3) $14.0 million in revolving loans based on a one-month Eurodollar rate of 1.20% plus an applicable rate of 3.50%. The applicable rate for commitment fees was 0.50% as
of December 31, 2008.

The bank credit facility is collateralized by a lien on substantially all of our assets, including the assets
that comprise Pocono Downs and a leasehold mortgage on the land previously taken into trust by the federal government and improvements which comprise Mohegan Sun. We also will be required to pledge additional assets as collateral for the bank credit
facility as we or our guarantor subsidiaries acquire them. Our obligations under the bank credit facility are guaranteed by MBC, Mohegan Ventures-NW, MCV-PA, the Pocono Downs entities, Mohegan Golf, MVW, WTG and MTGA Gaming. The bank credit facility
subjects us to a number of restrictive covenants, including financial covenants. These financial covenants relate to, among other things, our permitted total debt and senior debt leverage ratios, our minimum fixed charge coverage ratio and our
maximum capital expenditures.

The bank credit facility includes non-financial covenants by us and the Tribe of the type customarily found
in loan agreements for similar transactions including requirements that:



| |  |  | the Tribe preserves its existence as a federally recognized Indian tribe;
| | - |  | -------------------------------------------------------------------------



| |  |  | the Tribe causes us to continually operate Mohegan Sun and the Pocono Downs entities in compliance with all applicable laws; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | except under specific conditions, limit us from selling or disposing of our assets, limit the transfer of our and our guarantor subsidiaries assets to
non-guarantor entities, limit the incurrence by us and our guarantor subsidiaries of other debt or contingent obligations and limit our and our guarantor subsidiaries ability to extend credit, make investments or commingle our assets with
assets of the Tribe.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Our bank credit facility requires us to comply with certain financial covenants at the end of each of our
fiscal quarters, including a minimum fixed charge coverage ratio, a maximum total leverage ratio and a permitted senior leverage ratio. Our minimum fixed charge coverage ratio as defined under the bank credit facility is 1.05 to 1.00 for the fiscal
quarters ending December 31, 2008 through March 31, 2010, and 1.10 to 1.00 for the fiscal quarters ending June 30, 2010 and thereafter. Our maximum total leverage ratio, or the ratio of total debt to annualized EBITDA, as such terms
are defined under the bank credit facility, is as follows:



|                                         |  |              
|---------------------------------------- |  | -------------
|Fiscal Quarters Ending:                  |  | Maximum Ratio
|December 31, 2008 and March 31, 2009     |  | 7.75:1.00    
|June 30, 2009                            |  | 7.50:1.00    
|September 30, 2009 and December 31, 2009 |  | 7.25:1.00    
|March 31, 2010 and June 30, 2010         |  | 7.00:1.00    
|September 30, 2010 and December 31, 2010 |  | 6.75:1.00    
|March 31, 2011 and June 30, 2011         |  | 6.50:1.00    
|September 30, 2011                       |  | 6.25:1.00    
|December 31, 2011 and thereafter         |  | 6.00:1.00    

Our permitted senior leverage ratio, 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:                   |  | Maximum Ratio
|December 31, 2008 through June 30, 2009   |  | 3.50:1.00    
|September 30, 2009 and December 31, 2009  |  | 4.75:1.00    
|March 31, 2010                            |  | 4.50:1.00    
|June 30, 2010 through December 31, 2010   |  | 4.25:1.00    
|March 31, 2011 through September 30, 2011 |  | 4.00:1.00    
|December 31, 2011 and thereafter          |  | 3.50:1.00    

However, in the event that we issue
subordinated indebtedness to refinance all or any portion of our 63/8% $330.0 million senior subordinated notes at or prior to
maturity, our permitted senior leverage ratio is as follows:



|                                          |  |              
|----------------------------------------- |  | -------------
|Fiscal Quarters Ending:                   |  | Maximum Ratio
|December 31, 2008 through June 30, 2009   |  | 3.50:1.00    
|September 30, 2009 through March 31, 2010 |  | 3.75:1.00    
|June 30, 2010 through December 31, 2010   |  | 3.50:1.00    
|March 31, 2011 through September 30, 2011 |  | 3.25:1.00    
|December 31, 2011 and thereafter          |  | 2.75:1.00    

As a result of the declines in our business volumes and the uncertainties in the current financial
markets, we have undertaken a series of steps to reduce expenditures, including the suspension of construction on several elements of the Earth Expansion and Property Infrastructure components of Project Horizon, in an effort to ensure continued
compliance with our financial covenants. We also implemented a company-wide cost containment program that became effective on February 1, 2009. This program includes, among other things, employee salary rollbacks, suspension of all annual and
merit-based compensation increases, suspension of employer-matching 401(k) contributions and funding of other contributions to the Mohegan Retirement and 401(k) Plan. In addition, we implemented a number of other cost containment initiatives to
reduce operating expenses, including reductions in advertising expenditures, certain marketing programs, hours of operation in certain food and beverage and retail outlets and reductions in most other operating cost categories.

We continue to monitor our revenues and expenditures to ensure continued compliance with applicable covenants and we may need to implement additional
cost containment measures based upon recent operating results. If we are unable to sufficiently offset declines in our revenues or if we are not able to execute the



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initiatives outlined above, we may not be able to satisfy our financial covenants under the bank credit facility. In such event, we would need to obtain
waivers or amendments under our bank credit facility; however, no assurance can be made that we would be able to obtain such waivers or amendments. If we were unable to obtain such waivers or amendments, we would be in default under our bank credit
facility, which may result in cross-defaults under our senior notes and senior subordinated notes. If such defaults or cross-defaults were to occur, it would allow our lenders to exercise their rights and remedies as defined under their respective
agreements, including the right to accelerate the outstanding indebtedness. If such acceleration were to occur, we cannot provide any assurance that we would be able to obtain the financing necessary to repay such accelerated indebtedness.

As of December 31, 2008, we and the Tribe were in compliance with all of our respective covenant requirements under the bank credit
facility.

Line of Credit.We have a $25.0 million revolving loan agreement with Bank of America, or the line of credit. Each
advance accrues interest on the basis of a one-month Eurodollar rate, plus the applicable margin determined on the basis of our leverage ratio, as each term is defined under the line of credit. Borrowings under the line of credit are
uncollateralized obligations. We have commenced discussions with Bank of America to extend the maturity date of the line of credit, which matures on March 31, 2009. The line of credit subjects us to certain covenants, including a covenant to
maintain at least $25.0 million available for borrowing under the bank credit facility. As of December 31, 2008, we were in compliance with all covenant requirements under the line of credit and had $25.0 million of borrowing capacity
thereunder.

Letters of Credit.As of December 31, 2008, we maintained five uncollateralized letters of credit, three of which
are maintained to satisfy potential workers compensation liabilities, pari-mutuel wagering tax liabilities of the Pocono Downs entities and potential contractor and subcontractor liabilities relating to Project Horizon, and two of which are
related to road work at the Pocono Downs facilities. The letters of credit expire on various dates from April 2009 through January 2010, subject to renewals. As of December 31, 2008, no amounts were drawn on the letters of credit.

Salishan-Mohegan Bank Credit Facility.In October 2006, Salishan-Mohegan entered into a $25.0 million revolving loan agreement with Bank of
America, or the Salishan credit facility, which matures on September 30, 2009. The revolving loan has no mandatory amortization provisions and is payable in full at maturity. 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 a spread of 1.25% for base rate loans and an applicable rate, as defined under the Salishan credit facility, of
2.25% 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 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 a number of restrictive covenants, including
financial and non-financial covenants customarily found in loan agreements for similar transactions.

As of December 31, 2008,
Salishan-Mohegan had $22.3 million in Eurodollar rate loans and no base rate loans outstanding. The Eurodollar rate loans outstanding at December 31, 2008 were comprised of: (1) $19.3 million in loans based on a one-month Eurodollar rate
of 0.47% plus an applicable rate of 2.25%, and (2) $3.0 million in loans based on a one-month Eurodollar rate of 0.96% plus an applicable rate of 2.25%. The applicable rate for commitment fees was 0.50% as of December 31, 2008. As of
December 31, 2008, Salishan-Mohegan had $2.7 million of borrowing capacity under the Salishan credit facility.



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Capital Expenditures

Capital Expenditures Incurred

Capital expenditures totaled $32.8 million for the three months ended December 31, 2008 compared to $64.4 million for the three months ended December 31, 2007. These capital expenditures were comprised of the following:



| |  |  | Capital expenditures at Mohegan Sun totaled $30.5 million and $27.6 million for the three months ended December 31, 2008 and 2007, respectively. For the three
months ended December 31, 2008, these expenditures consisted primarily of $20.6 million in costs related to Project Horizon, including $668,000 in capitalized interest, and $7.2 million in maintenance capital expenditures. For the three months
ended December 31, 2007, these expenditures consisted primarily of $21.6 million in costs related to Project Horizon, including $845,000 in capitalized interest, and $5.7 million in maintenance capital expenditures.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Capital expenditures at Pocono Downs totaled $2.3 million and $36.8 million for the three months ended December 31, 2008 and 2007, respectively. For the three
months ended December 31, 2008, these expenditures consisted primarily of construction expenditures for a new paddock for the harness racing facility. For the three months ended December 31, 2007, these expenditures consisted primarily of
$36.0 million in costs related to Project Sunrise, including $463,000 in capitalized interest.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Expected Future
Capital Expenditures

Capital expenditures for fiscal year 2009 at Mohegan Sun, exclusive of Project Horizon spending, are forecasted to
be approximately $26.0 million in maintenance and development capital expenditures for the replacement and improvement of information technology equipment, systems and software and the replacement and enhancement of slot machines.

Revised costs for Project Horizon are currently estimated to be approximately $301.6 million, exclusive of capitalized interest. As of December 31,
2008, costs incurred for Project Horizon, excluding capitalized interest, totaled approximately $236.4 million. Remaining project costs are estimated to total approximately $65.2 million and are anticipated to be incurred in fiscal 2009.

Capital expenditures for fiscal year 2009 at Pocono Downs are forecasted to be $8.0 million, $5.7 million of which relates to the construction of the
new paddock for the harness racing facility.

Sources of Funding for Capital Expenditures

We will rely primarily on cash generated from operations to finance maintenance capital expenditures at Mohegan Sun and Pocono Downs. We plan to finance
capital expenditures for Project Horizon through a combination of operating cash flows and draws under our bank credit facility.



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Interest Expense

For the three months ended December 31, 2008 and 2007, we incurred the following in interest expense, net of capitalized interest (in thousands):



|                                                                          |  |                                        |        |   |      |   |        |  
|------------------------------------------------------------------------- |  | -------------------------------------- | ------ | - | ---- | - | ------ | -
|                                                                          |  | For the Three MonthsEnded December 31, |       
|                                                                          |  | 2008                                   |        |   | 2007 |  
|Bank credit facility                                                      |  | $                                      | 5,282  |   |      | $ | 1,355  |  
|2005 61/8% senior
notes                                                   |  |                                        | 3,828  |   |      |   | 3,828  |  
|2001 83/8%
senior subordinated notes                                      |  |                                        | 342    |   |      |   | 342    |  
|2002 8% senior subordinated notes                                         |  |                                        | 5,000  |   |      |   | 5,000  |  
|2003 63/8% senior
subordinated notes                                      |  |                                        | 5,260  |   |      |   | 5,260  |  
|2004 71/8% senior
subordinated notes                                      |  |                                        | 4,008  |   |      |   | 4,008  |  
|2005 67/8% senior
subordinated notes                                      |  |                                        | 2,578  |   |      |   | 2,578  |  
|WNBA note                                                                 |  |                                        | 37     |   |      |   | 67     |  
|Line of credit                                                            |  |                                        | 114    |   |      |   | 138    |  
|Salishan-Mohegan bank credit facility                                     |  |                                        | 275    |   |      |   | 350    |  
|Capital lease                                                             |  |                                        | 47     |   |      |   |       |  
|Amortization of net deferred gain on settlement of derivative instruments |  |                                        | 114    |   |      |   | 114    |  
|Amortization of debt issuance costs                                       |  |                                        | 1,448  |   |      |   | 1,099  |  
|Capitalized interest                                                      |  |                                        | (668   | ) |      |   | (1,308 | )
|                                                                          |  |                                        |        |   |      |   |        |  
|Total interest expense, net of capitalized interest                       |  | $                                      | 27,665 |   |      | $ | 22,831 |  
|                                                                          |  |                                        |        |   |      |   |        |  

Sufficiency of Resources

We believe that existing cash balances, financing arrangements and operating cash flows will
provide us with sufficient resources to meet our existing debt obligations, relinquishment payments and foreseeable capital expenditure requirements with respect to current operations and distributions to the Tribe for at least the next 12 months.
However, we can provide no assurance in this regard. Please refer to Part I. Item 1A. Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008 for further details regarding risks relating to
our sufficiency of resources. Any future investments in Mohegan Sun and Pocono Downs are anticipated to be funded through a combination of operating cash flows and draws under our bank credit facility. Considering restrictive financial covenants
under the bank credit facility and note indentures, the amount of additional borrowings we could incur under the bank credit facility in conjunction with our current permitted borrowings (which includes our ability to repay the 63/8% $330.0 million senior subordinated notes at maturity on July 15, 2009 with proceeds from the bank credit facility)
approximated $49.4 million as of December 31, 2008. Distributions to the Tribe are anticipated to approximate between $65.0 million and $72.5 million for fiscal 2009.

Contractual Obligations and Commitments

Our future payment obligations related to our debt and
certain other material contractual obligations and the timing of those payments are set forth below.



|                                        |  |       |           |                        |   |           |  |           |         |                  |   |           |  |   |        
|--------------------------------------- |  | ----- | --------- | ---------------------- | - | --------- |  | --------- | ------- | ---------------- | - | --------- |  | - | -------
|                                        |  |       |           | Payments due by period
|Contractual Obligations (in thousands)  |  | Total |           | Less than1 year (1)    |   | 1-3 years |  | 3-5 years |         | More than5 years
|Long-term debt (2)                      |  | $     | 1,626,445 |                        | $ | 25,500    |  | $         | 199,845 |                  | $ | 1,025,500 |  | $ | 375,600
|Interest payments on long-term debt (3) |  |       | 395,292   |                        |   | 89,841    |  |           | 167,089 |                  |   | 106,488   |  |   | 31,874 
|Construction obligations (4)            |  |       | 28,648    |                        |   | 28,648    |  |           |        |                  |   |          |  |   |       
|Procurement obligations (5)             |  |       | 73,597    |                        |   | 5,390     |  |           | 29,521  |                  |   | 25,394    |  |   | 13,292 
|Capital lease obligations (6)           |  |       | 7,151     |                        |   | 636       |  |           | 1,347   |                  |   | 1,455     |  |   | 3,713  
|                                        |  |       |           |                        |   |           |  |           |         |                  |   |           |  |   |        
|Total                                   |  | $     | 2,131,133 |                        | $ | 150,015   |  | $         | 397,802 |                  | $ | 1,158,837 |  | $ | 424,479
|                                        |  |       |           |                        |   |           |  |           |         |                  |   |           |  |   |        



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|(1) | Amounts represent payment obligations from January 1, 2009 to September 30, 2009, exclusive of our 63/8% $330.0 million senior subordinated notes which mature on July 15, 2009, as we intend to refinance these notes with proceeds
from our bank credit facility, as described herein.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Long-term debt includes maturities scheduled as of December 31, 2008 for our senior notes and senior subordinated
notes, amounts required to be paid pursuant to the bank credit facility, and our other debt agreements, including the Salishan-Mohegan bank credit facility, but excludes interest payments. Long-term debt also assumes that proceeds from the bank
credit facility will be used to repay our 63/8% $330.0 million senior subordinated notes at maturity on July 15, 2009.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes interest payments expected to be paid on long-term debt as of December 31, 2008, pursuant to respective debt agreements.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(4) | Amounts represent expenditures we must pay in connection with Project Horizon.
|--- | ------------------------------------------------------------------------------

|(5) | Amounts represent expenditures we must pay in connection with agreements entered into with vendors for inventory and sundry items.
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(6) | Amounts represent lease payments to the Tribe relating to property adjacent to the Tribes reservation that is currently used by Mohegan Suns employees for parking.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition to the contractual obligations described above, we have certain other contractual commitments as of
December 31, 2008, that require payments during the periods described below. The calculations of the estimated payments in the table below are based, in large part, on projections of future revenues over an extended period of time, as well as
other factors that are more fully indicated in the footnotes to the following table. Since there are estimates and judgments used with respect to calculating these liabilities, future events that affect such estimates and judgments may cause the
actual payments to differ from the estimates set forth below. The amounts included in the table are estimates, and while some agreements have perpetual terms, for the purposes of calculating these amounts, we have assumed that the table contains
information for only ten years.



|                                         |  |                        |         |           |   |           |  |            |         |  |   |          
|---------------------------------------- |  | ---------------------- | ------- | --------- | - | --------- |  | ---------- | ------- |  | - | ---------
|                                         |  | Payments due by period
|Contractual Commitments (in thousands)   |  | Less than 1year (1)    |         | 1-3 years |   | 3-5 years |  | 5-10 years
|Minimum Slot Win Contributions (2)       |  | $                      | 210,104 |           | $ | 431,417   |  | $          | 454,377 |  | $ | 1,260,719
|Relinquishment commitments (3)           |  |                        | 65,972  |           |   | 131,609   |  |            | 147,037 |  |   | 99,075   
|Priority distributions (4)               |  |                        | 17,796  |           |   | 37,127    |  |            | 39,271  |  |   | 108,393  
|Town of Montville commitment (5)         |  |                        | 500     |           |   | 1,000     |  |            | 1,000   |  |   | 2,500    
|Slot machine tax assessment payments (6) |  |                        | 132,354 |           |   | 269,122   |  |            | 281,808 |  |   | 781,907  
|Property tax litigation payments (7)     |  |                        | 1,731   |           |   | 4,471     |  |            | 4,826   |  |   | 5,610    
|                                         |  |                        |         |           |   |           |  |            |         |  |   |          
|Total                                    |  | $                      | 428,457 |           | $ | 874,746   |  | $          | 928,319 |  | $ | 2,258,204
|                                         |  |                        |         |           |   |           |  |            |         |  |   |          



|(1) | Amounts represent payment commitments from October 1, 2008 to September 30, 2009.
|--- | ---------------------------------------------------------------------------------

|(2) | Slot win contributions are a portion of gross slot revenues that we must pay to the State of Connecticut pursuant to the Mohegan Compact. The slot win contribution is the lesser of
(a) 30% of gross slot revenues, or (b) the greater of (i) 25% of gross slot revenues or (ii) $80.0 million.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Relinquishment payments are made by us to TCA under a relinquishment agreement. Relinquishment payments are 5% of revenues, as defined in the relinquishment agreement. The payments
due reflect our estimates of amounts to be paid under the relinquishment agreement based on our estimated future revenues subject to the relinquishment agreement.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Priority distributions are required monthly payments made by us to the Tribe pursuant to the priority distribution agreement. The payments are calculated based on our net cash
flows, as defined in the priority distribution agreement, and are limited to a maximum amount of $14.0 million pursuant to the priority distribution agreement, as adjusted annually based on the Consumer Price Index, or CPI. For the purposes of
calculating these amounts, we have assumed that we will pay the maximum amount in each of the years covered by the table, as adjusted by an annual CPI adjustment of 2.85%.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(5) | We have an agreement with the Town of Montville to pay the town an annual payment of $500,000 to minimize the impact on the town resulting from the decreased tax revenues on
reservation land held in trust.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Slot machine tax assessment payments are a portion of gross slot revenues that Downs Racing must pay to the PGCB on a daily basis, which includes local share assessments to be paid
to host cities and municipalities. The current assessment of the amount payable to the PGCB on a daily basis is 55% of gross slot revenues. The local share assessment is equal to the greater of 2% of annual gross slot revenues or $10.0 million.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Pursuant to the Pennsylvania Property Tax Litigation settlement, Downs Racing will continue to make agreed upon annual payments to the Wilkes-Barre Area School District for each tax
year through 2015.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Critical Accounting Policies and Estimates

Management has identified the following critical accounting policies that affect our more significant judgments and estimates used in the preparation of
our condensed consolidated financial statements. The preparation of our condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, requires management to make estimates
and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates those estimates, including those related to the
relinquishment liability, asset impairment, accruals for unredeemed Players Club points, self-insurance, revenue recognition, allowance for doubtful accounts, contingencies and litigation. These estimates are based on the information that is
currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates.

We believe that the following critical accounting policies affect significant judgments and estimates used in the preparation of our condensed
consolidated financial statements:

Revenue Recognition

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

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our patrons to make required payments, which results
in bad debt expense. Management determines the adequacy of this allowance by continually evaluating individual patron receivables, considering the patrons financial condition, credit history and current economic conditions. If the financial
condition of patrons were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

We also maintain allowances for doubtful accounts for reimbursable costs and expenses incurred by Salishan-Mohegan and WTG for the development of the Cowlitz Project in Clark County, Washington and the Menominee Project in Kenosha,
Wisconsin, respectively, to be owned by the Cowlitz Tribe and Menominee Tribe, respectively. Due to the inherent uncertainty in the development of the Cowlitz Project, we maintain a reserve based on managements estimate of the probability that
the receivables will be collected. Future complications in the receipt of financing, the relevant land being taken into trust or other matters affecting the Cowlitz Project could affect the collectibility of the receivables and may lead to changes
in the allowance for doubtful accounts. The WTG receivables were fully reserved at December 31, 2008.



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Unredeemed Players Club Points

We maintain an accrual for unredeemed Players Club points. The accrual is based on the estimated cost of the points expected to be redeemed as of
the respective balance sheet date. Management determines the adequacy of this accrual by periodically evaluating the historical redemption experience and projected trends related to this accrual.

Self-insurance Accruals

We
are self-insured up to certain limits for costs associated with workers compensation, general liability and employee medical coverage. Insurance claims and reserves include accruals of estimated settlements for known claims, as well as
accruals of estimates of incurred but not reported claims. In estimating these costs, we consider historical loss experience and make judgments about the expected levels of costs per claim. We also use information provided by independent consultants
to assist in the determination of estimated accruals. These claims are accounted for based on estimates of the undiscounted claims, including those claims incurred but not reported. We believe the use of these estimates to account for these
liabilities provides a consistent and effective way to measure these accruals; however, changes in health care costs, accident frequency and severity and other factors can materially affect the estimate for these liabilities. We continually monitor
the potential changes in future estimates, evaluate insurance accruals and make adjustments when necessary.

Relinquishment Liability

In accordance with SFAS No. 5, we have recorded a relinquishment liability of the estimated present value of our obligations
under the relinquishment agreement. We reassess projected revenues and consequently the relinquishment liability: (i) annually in conjunction with our budgeting process, or (ii) when necessary to account for material increases or decreases
in projected revenues over the relinquishment period. If the reassessment causes an overall increase to the projected revenues over the relinquishment period, the relinquishment liability will be increased by 5% of such increase in revenues,
discounted at our risk-free rate of investment, which is an incremental layer. If the reassessment causes an overall decrease to the projected revenues over the relinquishment period, the relinquishment liability will be decreased by 5% of such
decrease in revenues, discounted based upon a weighted-average discount rate, which is a decremental layer. The weighted-average discount rate is defined as the average discount rate used to discount all the previous incremental layers weighted by
the amount of each such incremental layer. Furthermore, we record a quarterly accretion to the relinquishment liability to reflect the impact of the time value of money. Since there is a high level of estimates and judgments used with respect to
calculating this liability, future events that affect such estimates and judgments may cause the actual liability to differ significantly from the estimate.

Property and Equipment

Property and equipment are stated at cost. Depreciation is provided
over the estimated useful lives of the assets, other than land, using the straight-line basis. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives of the improvements. Useful life estimates of asset
categories are as follows:



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

The costs of significant improvements are capitalized. Costs of normal repairs and maintenance are
charged to expense as incurred. Gains or losses on disposition of property and equipment are included in the determination of net income.



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In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets, the carrying value of our assets is reviewed when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that an impairment loss has occurred based on current and
future levels of income and expected future cash flows, as well as other factors, then an impairment loss is recognized in the respective condensed consolidated statement of income.

Goodwill

In accordance with
SFAS No. 142, Goodwill and Other Intangible Assets, the goodwill associated with the acquisition of the Pocono Downs entities is not subject to amortization, but is tested at least annually for impairment by comparing the fair value
of the recorded assets to their carrying amount. If the carrying amount of the goodwill exceeds its fair value, an impairment loss will be recognized immediately. We assessed the goodwill for impairment using an income approach and determined that
no impairment existed at September 30, 2008 and 2007. The income approach requires us to make assumptions regarding future revenues and expenses, discount rates and the terminal value of the Pocono Downs entities. As a result of a reduction in
estimated future revenues and associated cash flows due to the current economic conditions, and an increase in the weighted average cost of capital, the amount by which the estimated fair value of the Pocono Downs entities exceeds its book value at
September 30, 2008 decreased from the same period in the prior year. The results for Pocono Downs for the three months ended December 31, 2008 were less than expected and if estimates of projected cash flows of the Pocono Downs entities
are not met, the goodwill may be impaired and subject to a non-cash write-down, which could have a material adverse impact on the accompanying condensed consolidated financial statements.

Intangible Assets

Our
trademark for Mohegan Sun is no longer subject to amortization as it has been deemed to have an indefinite useful life. The trademark is periodically evaluated for impairment by applying a fair-value based test pursuant to SFAS 142, and if
impairment occurs, the amount of the impairment will be written off immediately. The intangible assets associated with the acquisitions of the Pocono Downs entities, the WNBA franchise and the assets of PCC also are periodically assessed for
impairment pursuant to appropriate accounting standards. Pursuant to SFAS 142, the Menominee Project development rights intangible asset was determined to be fully impaired and was written off during fiscal 2008. The results for Pocono Downs for the
three months ended December 31, 2008 were less than expected and if estimates of projected cash flows of the Pocono Downs entities are not met, the Pocono Downs slot license intangible asset may be impaired and subject to a non-cash write-down,
which could have a material adverse impact on the accompanying condensed consolidated financial statements.

Litigation

We are subject to various claims and legal actions in the ordinary course of business. Some of these matters relate to personal
injuries to customers and damage to customers personal assets. Management estimates guest claims expense and accrues for such liabilities based upon historical experience in other current liabilities in our accompanying condensed consolidated
balance sheets.

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

On October 1, 2008, we adopted the provisions of the Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements (SFAS No. 157) for financial assets and liabilities. We did not adopt the provisions of SFAS No. 157 that relate to non-financial assets pursuant to FASB Staff Position SFAS 157-2,
Effective Date of FASB Statement No. 157. The major categories of assets that are measured at fair value for which we have not applied the provisions of SFAS No. 157 include the measurement of fair value in the first step of a
goodwill impairment test under SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 157 clarifies how companies are required to use a fair value measure for recognition and disclosure by establishing a common
definition of fair value, a framework for measuring fair value, and expanding disclosures about fair value measurements. The adoption of SFAS No. 157 did not have a material impact on our results of operations or financial position.

In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)) and SFAS No. 160,
Non-controlling Interests in Consolidated Financial Statements (SFAS 160). SFAS 141(R) requires the acquiring entity in a business combination to record all assets acquired and liabilities assumed at their respective
acquisition-date fair values and changes other practices under SFAS 141. SFAS 141(R) also requires additional disclosure of information surrounding a business combination, such that users of the entitys financial statements can fully
understand the nature and financial impact of the business combination. SFAS 160 requires entities to report non-controlling (minority) interests in subsidiaries as equity in the consolidated financial statements. We are required to adopt SFAS
141(R) and SFAS 160 simultaneously in our fiscal year beginning October 1, 2009. The provisions of SFAS 141(R) will only impact us if we are party to a business combination after the pronouncement has been adopted. We are currently evaluating
the potential impact that SFAS 160 may have on our financial position, results of operations and cash flows.

In March 2008, the FASB
issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (SFAS 161)an amendment of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS
133). SFAS 161 requires enhanced disclosures for derivative instruments and hedging activities, including disclosures regarding how: (i) an entity uses derivative instruments; (ii) derivative instruments and related hedged items are
accounted for under SFAS 133; and (iii) derivative instruments and related hedged items affect an entitys financial position, financial performance and cash flows. SFAS 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. We do not believe the adoption of this standard will have a material impact on our financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS 162). SFAS 162
identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting
principles in the United States. SFAS 162 is effective 60 days following the Securities and Exchange Commissions approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly
in Conformity with Generally Accepted Accounting Principles. We are currently evaluating the potential impact, if any, that SFAS 162 may have on our financial position, results of operations and 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 will accrue on the basis of a base rate formula or a Eurodollar-based formula, plus applicable rates, as defined in the bank credit facility. As of December 31, 2008, we had $379.3 million drawn on the
bank credit facility.



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We attempt to manage our interest rate risk through a controlled mix of our long-term fixed rate
borrowings and variable rate borrowings in accordance with established policies and procedures. We do not hold or issue financial instruments for speculative or trading purposes.

The following table provides information as of December 31, 2008 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 variable-rate debt instruments are considered to approximate their carrying amounts and fair values for fixed-rate debt instruments, which are publicly traded,
are based on quoted market prices as of December 31, 2008.



|                                                                           |  |                        |        |   |      |   |        |      |  |   |         |   |  |      |         |   |            |   |         |       |  |   |            |   |  |   |           |   |  |   |        
|-------------------------------------------------------------------------- |  | ---------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------- | - |  | ---- | ------- | - | ---------- | - | ------- | ----- |  | - | ---------- | - |  | - | --------- | - |  | - | -------
|                                                                           |  | Expected Maturity Date |        |   |      |   |        |     
|                                                                           |  | 2009                   |        |   | 2010 |   |        | 2011 |  |   | 2012    |   |  | 2013 |         |   | Thereafter |   |         | Total |  |   | Fair Value
|Liabilities (in thousands)                                                 |  |                        |        |   |      |   |        |      |  |   |         |   |  |      |         |   |            |   |         |       |  |   |            |   |  |   |           |   |  |   |        
|Long-Term Debt and Capital Lease Obligations (including current portions): |  |                        |        |   |      |   |        |      |  |   |         |   |  |      |         |   |            |   |         |       |  |   |            |   |  |   |           |   |  |   |        
|Fixed Rate                                                                 |  | $                      | 475    |   |      | $ | 654    |      |  | $ | 17,025  |   |  | $    | 580,707 |   |            | $ | 250,734 |       |  | $ | 378,901    |   |  | $ | 1,228,496 |   |  | $ | 824,990
|Average interest rate                                                      |  |                        | 3.9    | % |      |   | 3.9    | %    |  |   | 8.2     | % |  |      | 7.1     | % |            |   | 6.1     | %     |  |   | 7.0        | % |  |   | 6.9       | % |  |   |        
|Variable Rate                                                              |  | $                      | 25,500 |   |      | $ | 62,500 |      |  | $ | 121,000 |   |  | $    | 195,500 |   |            | $ |        |       |  | $ | 600        |   |  | $ | 405,100   |   |  | $ | 405,100
|Average interest rate (1)                                                  |  |                        | 4.1    | % |      |   | 5.2    | %    |  |   | 5.4     | % |  |      | 6.3     | % |            |   | 0.0     | %     |  |   | 0.0        | % |  |   | 5.3       | % |  |   |        



|(1) | A 100 basis point change in average interest rate would impact interest expense by approximately $4.1 million.
|--- | --------------------------------------------------------------------------------------------------------------



|Item 4T. | 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 December 31, 2008. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under 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 any 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 the evaluation of our disclosure controls and procedures as of December 31, 2008, 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 have not been any changes 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 quarter ended December 31, 2008, 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 in the ordinary course of business. Some of these matters relate to personal injuries to customers and damages to customers personal assets. Management estimates guest claims expense and accrues for such liabilities based
upon historical experience in other current liabilities in our accompanying condensed consolidated balance sheets.



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

There have been no material changes
from the risk factors previously disclosed in the Authoritys Form 10-K for the fiscal year ended September 30, 2008.



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

The exhibits to this 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 Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.



|                        |  |                                 |  |                                                                                                                      
|----------------------- |  | ------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------
|                        |  | MOHEGAN TRIBAL GAMING AUTHORITY
|                        |  |                                
|Date: February 13, 2009 |  | By:                             |  | /s/    BRUCE S.
BOZSUM                                                                                               
|                        |  |                                 |  | Bruce S. Bozsum Chairman and Member, Management Board                                                                
|                        |  |                                
|Date: February 13, 2009 |  | By:                             |  | /s/    MITCHELL GROSSINGER
ETESS                                                                                     
|                        |  |                                 |  | Mitchell Grossinger Etess Chief Executive Officer, Mohegan Tribal Gaming Authority (Principal Executive Officer)     
|                        |  |                                
|Date: February 13, 2009 |  | 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



|            |  |                                                                                                                                                                                                                                                                                                              
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                  
|3.1         |  | Constitution of the Mohegan Tribe of Indians of Connecticut, as amended (filed as Exhibit 3.1 to the Authoritys Registration Statement on Form S-4, filed with the SEC on November 1, 2004
(the 2004 Form S-4), and incorporated by reference herein).                                                    
|            | 
|3.2         |  | Ordinance No. 95-2 of the Tribe for Gaming on Tribal Lands, enacted on July 15, 1995 (filed as Exhibit 3.2 to the Authoritys Amendment No. 1 to the Authoritys Registration Statement
on Form S-1, filed with the SEC on February 29, 1996 (the 1996 Forms 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 Senior Subordinated 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 Senior
Subordinated 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 Senior Subordinated 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 Senior Subordinated 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 Senior Subordinated 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 Senior Subordinated 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 Senior Subordinated 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 Senior Subordinated 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 Senior Subordinated 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 Senior Subordinated Form S-4, and incorporated
by reference herein).                                                                                      



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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 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 10-Q and incorporated by reference herein).                                                                                                                                                                                                                                               
|            | 
|3.17        |  | Articles of Organization of Mohegan Golf, LLC, dated as of November 20, 2006 (filed as Exhibit 3.17 to the Authoritys Annual Report on Form 10-K for the fiscal year ended
September 30, 2006, filed with the SEC on December 21, 2006, 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 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 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 10-Q), and incorporated by reference herein).                                                                                                                                                                         
|            | 
|3.20        |  | Certificate of Formation of MTGA Gaming, LLC, dated as of July 27, 2007 (filed as Exhibit 3.20 to the Authoritys Annual Report on Form 10-K for the fiscal year ended
September 30, 2007, filed with the SEC on December 21, 2007, 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 (the March 2008 10-Q), and incorporated by reference herein).                                                                                                                                                                                          
|            | 
|4.1         |  | Relinquishment Agreement, dated February 7, 1998, by and among 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, among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut and 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
Registration Statement on Form S-4, File No. 333-69472, 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, among the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club LLC, the other Subsidiary Guarantors (as defined in 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 June 2003 10-Q, and incorporated by reference herein).                                            
|            | 
|4.4         |  | Second Supplemental Indenture, dated as of July 28, 2004, among 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 June 2004 10-Q and incorporated by reference herein).                                                            



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|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, among 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).                                                                                                                                                         
|            | 
|4.7         |  | Supplemental Indenture, dated as of January 27, 2003, among the Mohegan Tribal Gaming Authority, the Mohegan Basketball Club LLC, the other Subsidiary Guarantors (as defined in 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 10-Q, and incorporated by reference herein).                                                                                                                                                                                  
|            | 
|4.8         |  | Amended and Restated Supplemental Indenture, dated as of January 25, 2005, among 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 10-Q), and incorporated by reference herein).                                            
|            | 
|4.9         |  | Supplemental Indenture No. 2, dated as of January 25, 2005, among 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 10-Q, and incorporated by reference herein).                                                                                                                                                                                              
|            | 
|4.10        |  | Supplemental Indenture No. 3, dated as of January 25, 2005, among the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined in 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 10-Q, and incorporated by reference
herein).                                                                                                                                                                 
|            | 
|4.11        |  | Supplemental Indenture No. 4, dated as of August 4, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined in 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 10-Q and incorporated by reference herein).                                                                                                    
|            | 
|4.12        |  | Supplemental Indenture No. 5, dated as of December 18, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as
defined in 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 Authoritys Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on December 21, 2006, and incorporated by reference herein).



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|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.13        |  | Supplemental Indenture No. 6, dated as of March 28, 2007, among the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary
Guarantor), the other Subsidiary Guarantors (as defined in 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 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 10-Q), and incorporated by reference
herein).
|            | 
|4.14        |  | Supplemental Indenture No. 7, dated as of August 27, 2007, among the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as
defined in 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 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).                                                                      
|            | 
|4.15        |  | 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 July 9, 2003, among 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 63/8% Senior Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.19
to the June 2003 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                                                                                  
|            | 
|4.17        |  | Supplemental Indenture No. 1, dated as of January 25, 2005, among the Mohegan Tribal Gaming Authority, Mohegan Basketball Club LLC and U.S. Bank National Association, as Trustee, relating to the
63/8% Senior Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 to the December 2004
10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                    
|            | 
|4.18        |  | Supplemental Indenture No. 2, dated as of January 25, 2005, among the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined in the Indenture), and U.S. Bank National
Association, as Trustee, relating to the 63/8% Senior Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed
as Exhibit 4.21 to the December 2004 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                                                                       
|            | 
|4.19        |  | Supplemental Indenture No. 3, dated as of August 4, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined in the Indenture) and U.S. Bank National Association, as Trustee, relating to the 63/8% Senior
Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.16 to the June 2006 10-Q and incorporated by reference herein).                                                                                                                                                                                                                          
|            | 
|4.20        |  | Supplemental Indenture No. 4, dated as of December 18, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as
defined in the Indenture) and U.S. Bank National Association, as Trustee, relating to the 63/8% Senior Subordinated Notes Due
2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.18 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, and incorporated by reference
herein).                                                                                                                      



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.21        |  | Supplemental Indenture No. 5, dated as of March 28, 2007, among the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary
Guarantor), the other Subsidiary Guarantors (as defined in the Indenture) and U.S. Bank National Association, as Trustee, relating to the 63/8% Senior Subordinated Notes Due 2009 of the Mohegan Tribal Gaming Authority (filed as Exhibit 4.20 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 10-Q), and incorporated by reference herein).
|            | 
|4.22        |  | Supplemental Indenture No. 6, dated as of August 27, 2007, among the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined
in the Indenture) and U.S. Bank National Association, as Trustee, relating to the 63/8% Senior Subordinated Notes Due 2009 of
the Mohegan Tribal Gaming Authority (filed as Exhibit 4.22 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).                                                                      
|            | 
|4.23        |  | Form of Global 63/8% Senior Subordinated Notes Due 2009 of the Mohegan
Tribal Gaming Authority (filed as Exhibit 4.20 to the June 2003 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|4.24        |  | Indenture, dated as of August 3, 2004, among 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 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                             
|            | 
|4.25        |  | Supplemental Indenture No. 1, dated as of January 25, 2005, among the Mohegan Tribal Gaming Authority, the Subsidiary Guarantors (as defined in 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 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                    
|            | 
|4.26        |  | Supplemental Indenture No. 2, dated as of August 4, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined in 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 10-Q and incorporated by reference herein).                                                                                                                                                                       
|            | 
|4.27        |  | Supplemental Indenture No. 3, dated as of December 18, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as
defined in 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 Authoritys Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on December 21, 2006, and incorporated by reference
herein).                                                                   
|            | 
|4.28        |  | Supplemental Indenture No. 4, dated as of March 28, 2007, among the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary
Guarantor), the other Subsidiary Guarantors (as defined in 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 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 10-Q), and incorporated by reference herein).



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.29        |  | Supplemental Indenture No. 5, dated as of August 27, 2007, among the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined
in 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 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).                                                                      
|            | 
|4.30        |  | 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 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|            | 
|4.31        |  | Indenture, dated as of February 8, 2005, among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined in 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 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                                  
|            | 
|4.32        |  | Supplemental Indenture No. 1, dated as of August 4, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined in 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 10-Q and incorporated by reference herein).                                                                                                                                                                       
|            | 
|4.33        |  | Supplemental Indenture No. 2, dated as of December 18, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as
defined in 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 Authoritys Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on December 21, 2006, and incorporated by reference
herein).                                                                   
|            | 
|4.34        |  | Supplemental Indenture No. 3, dated as of March 28, 2007, among the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary
Guarantor), the other Subsidiary Guarantors (as defined in 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 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 10-Q), and incorporated by reference herein).
|            | 
|4.35        |  | Supplemental Indenture No. 4, dated as of August 27, 2007, among the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as defined
in 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).                                                                      
|            | 
|4.36        |  | 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 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|4.37        |  | Indenture, dated as of February 8, 2005, among the Mohegan Tribal Gaming Authority, The Mohegan Tribe of Indians of Connecticut, the Subsidiary Guarantors (as defined in 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 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                                          



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##### Table of Contents

|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.38        |  | Supplemental Indenture No. 1, dated as of August 4, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Ventures-Northwest, LLC (as the Subsidiary Guarantor), the other Subsidiary
Guarantors (as defined in 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 10-Q and incorporated by reference herein).                                                                                                                                                                       
|            | 
|4.39        |  | Supplemental Indenture No. 2, dated as of December 18, 2006, among the Mohegan Tribal Gaming Authority, Mohegan Golf, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as
defined in 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 Authoritys Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with the SEC on December 21,
2006, and incorporated by reference herein).                                                                   
|            | 
|4.40        |  | Supplemental Indenture No. 3, dated as of March 28, 2007, among the Mohegan Tribal Gaming Authority, Wisconsin Tribal Gaming, LLC and Mohegan Ventures Wisconsin, LLC (each a Subsidiary
Guarantor), the other Subsidiary Guarantors (as defined in 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 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 10-Q), and incorporated by reference herein).
|            | 
|4.41        |  | Supplemental Indenture No. 4, dated as of August 27, 2007, among the Mohegan Tribal Gaming Authority, MTGA Gaming, LLC (as the Subsidiary Guarantor), the other Subsidiary Guarantors (as
defined in 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 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).                                                                                                                                
|            | 
|4.42        |  | Form of Global 61/8% Senior Notes Due 2013 of the Mohegan Tribal Gaming
Authority (filed as Exhibit 4.32 to the December 2004 10-Q, and incorporated by reference herein).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|            | 
|10.1        |  | Third Amended and Restated Loan Agreement, dated as of December 10, 2008, by and among the Mohegan Tribal Gaming Authority, the Mohegan Tribe of Indians of Connecticut, the Lenders named therein
and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to the Form 8-K filed with the SEC on December 15, 2008, 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



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