MOHEGAN TRIBAL GAMING AUTHORITY

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MOHEGAN TRIBAL GAMING AUTHORITY
Bank of America Merrill Lynch
2009 Credit Conference
December 3, 2009 New York, NY
Presented By
Mitchell Grossinger Etess, Chief
Executive Officer of MTGA
Peter J. Roberti, Vice President of Finance of
MTGA
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Disclosure Regarding Forward-Looking Statements

• Some information included in this presentation is
  not strictly historical in nature and involves
  important risks and uncertainties that could
  significantly affect anticipated results in the
  future. Such statements are forward-looking
  statements, within the meaning of Section 27A of
  the Securities Act of 1933 and Section 21E of the
  Securities Exchange Act of 1934. These
  forward-looking statements are only predictions
  and actual events or results may differ
  materially from any forward-looking statements
  made during this presentation. Factors that
  could cause actual results to vary from these
  forward-looking statements are more fully
  described in the Authoritys Annual Report on
  Form 10-K, as filed with the Securities and
  Exchange Commission, for the fiscal year ended
  September 30, 2008, under the heading Risk
  Factors. Forward-looking statements made during
  this presentation represent the Authoritys
  current outlook only as of todays date. The
  Authority does not undertake any obligation to
  update or supplement any forward-looking
  statements to reflect subsequent events or
  circumstances. The Authority cannot assure that
  projected results will be achieved or that
  predicted events will occur. The following
  presentation includes certain financial measures
  of performance that are not calculated in
  accordance with accounting principles generally
  accepted in the United States of America, or
  GAAP.

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Agenda

• Company Overview
• Market Overview
• Operating Results
• Financing Update
• Capital Structure, Liquidity, Capital
  Expenditures and Distributions
• Diversification Efforts
• Strategic Focus
• QA

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Company Overview
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Mohegan Tribe

• Received federal-recognition in 1994
• 507-acre reservation situated in Southeastern
  Connecticut
• Approximately 1,700 members
• Nine-member Management Board
• Chairwoman Marilynn R. Malerba
• Vice Chairman Bruce S. Bozsum
• Conservative financial governance
• Prudent distribution policy
• Established the Mohegan Tribal Gaming Authority
  to conduct and regulate gaming activities on its
  behalf

MOHEGAN TRIBAL GAMING AUTHORITY MANAGEMENT BOARD
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Mohegan Tribal Gaming Authority

• Instrumentality of the Mohegan Tribe
• Governed by the nine-member Management Board
• Owns and operates Mohegan Sun in Connecticut and
  Mohegan Sun at Pocono Downs in Pennsylvania
• Tenured and successful management team
• CEO Mitchell Grossinger Etess
• COO Jeffrey E. Hartmann
• CFO Leo M. Chupaska

MOHEGAN TRIBAL GAMING AUTHORITY MANAGEMENT BOARD
MOHEGAN TRIBAL GAMING AUTHORITY
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Mohegan Sun

• Located on a 185-acre site on the Mohegan Tribes
  reservation in Uncasville, Connecticut
  overlooking the Thames River
• Approximately 3.1 million s.f. facility
• Three individually themed casinos Casino of the
  Earth, Casino of the Sky and Casino of the Wind
• Approximately 6,750 slot machines, over 300 table
  games and 42 poker tables
• Recently renovated the Winter Entrance

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Mohegan Sun at Pocono Downs

• Located in Wilkes-Barre, Pennsylvania
• Approximately 400,000 s.f. facility (including
  grandstand)
• First slot facility to open in Pennsylvania
• Approximately 2,500 slot machines and electronic
  table games
• Food options include Ruths Chris Steakhouse,
  Rustic Kitchen Bistro and Bar, Bar Louie, Timbers
  Buffet and a food court including several dining
  outlets
• Retail options include Brookstone, Marshall
  Rousso and Misura
• Live harness racing 135 days a year

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Market Overview
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Market Areas

• Mohegan Sun and Mohegan Sun at Pocono Downs
  maintain a leading market share in the
  Connecticut and Northeastern Pennsylvania markets

Market Participants
Connecticut 2 properties Rhode Island 2
properties New York 3 properties Atlantic City
11 properties Pennsylvania 13 properties(a)

• 13 of 14 gaming licenses have been issued.

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Market Areas (cont.)

• Within the Pennsylvania market, a total of 14
  gaming licenses are permitted, including 7
  Category I racino licenses, 5 Category II
  stand-alone licenses and 2 Category III
  resort licenses

Presque Isle Downs,Inc. (MTR Gaming Group)
Pocono Downs (MTGA)
Mount Airy Resort (Mount Airy 1, LLC)
Valley Forge Convention Center
Opened 2/2007 Slots 1,995 Win/slot/day 252
Opened 11/2006 Slots 2,466 Win/slot/day 291
Opened 10/2007 Slots 2,501 Win/slot/day 223
Slots 500
Valley View Downs (Centaur)
Sands Bethworks Casino (LVS)(Sands Bethworks
Gaming, LLC)
Slots 3,000
Opened 05/2009 Slots 2,946 Win/slot/day
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Unnamed operator 2nd Category III license
Philadelphia Park (Greenwood Gaming and
Entertainment, Inc.)
Slots 500
Opened 12/2006 Slots 2,912 Win/slot/day 401
The Meadows (Washington Trotting Assoc., Inc.)
SugarHouse Casino(HSP Gaming, LP)
Opened 6/2007 Slots 2,655 Win/slot/day 325
Slots 3,000
Penn National Race Course(Penn National)
Chester Downs (Harrahs)
The Rivers (Holdings Acquisition Co. PITG
Gaming)
Foxwoods Casino (Philadelphia Entertainment and
Development Partners, LP)
Opened 2/2008 Slots 2,374 Win/slot/day 311
Opened 1/2007 Slots 2,989 Win/slot/day 309
Opened 8/2009 Slots 3,000 Win/slot/day 205
Slots 3,000
Note Statistics are for the twelve months ended
September 30, 2009 and include free promotional
slot plays.
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Market Share and Win Efficiency

• For the twelve months ended September 30, 2009,
  Mohegan Sun controlled approximately 53 of the
  Connecticut market share, despite spending only
  28 million on free slot play promotions compared
  to 57 million for Foxwoods
• For the twelve months ended September 30, 2009,
  Mohegan Sun at Pocono Downs slot win market
  share was approximately 45 of the Northeastern
  Pennsylvania market

Mohegan Sun Market Share and Win Efficiency
Pocono Downs Market Share and Win Efficiency
Note Northeastern Pennsylvanias comparable set
includes Pocono Downs, Mount Airy Resort and
Sands Bethlehem. Source Pennsylvania Gaming
Control Board Source State of Connecticut
Division of Special Revenue
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Mohegan Sun vs. Foxwoods

• For the twelve months ended September 30, 2009,
  Mohegan Sun operated at an average slot WPU/Day
  of 316 vs. 240 at Foxwoods

Monthly Slot WPU vs. Average Slot Count
Source State of Connecticut Division of Special
Revenue
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Mohegan Sun Rated Players by State
FY 2009
Total Database Approximately 4,000,000
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Mohegan Sun at Pocono Downs Slot WPU/Day

• For twelve months ended September 30, 2009,
  Mohegan Sun at Pocono Downs operated at an
  average slot WPU/Day of 242
• increased competition - Mount Airy opened in
  October 2007 and Sands Bethlehem opened in May
  2009

Pocono Downs Monthly WPU/Day
Source Pennsylvania Gaming Control Board
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Mohegan Sun at Pocono Downs Rated Players by State
FY 2009
Total Database Approximately 400,000
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Operating Results
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4th Quarter FY 2009 Operating Results
( in millions)
( in millions)
MTGA Net Revenue
MTGA Adjusted EBITDA
YoY change of (12)

• Declines in 4th Quarter FY 2009 Net Revenue were
  offset by lower operating costs and expenses to
  yield flat EBITDA
• Our cost containment initiatives have positioned
  us for positive operating leverage when revenue
  growth returns

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Financial Overview
( in millions)
( in millions)
MTGA Net Revenue
MTGA Adjusted EBITDA EBITDA margin
(b)
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Cost Containment Initiatives

• We have taken a disciplined approach with respect
  to capital spending and cost containment while
  maintaining high service levels and customer
  experience
• Reduced maintenance capital spending
• 2010 forecasted maintenance capital expenditures
  of approximately 21 million compared to an
  average of 45 million from FY 2005 2008
• Combined FTEs at Mohegan Sun and Pocono Downs
  were reduced by more than 10 to approximately
  8,200 in FY 2009 from approximately 9,150 in FY
  2008
• Cost containment initiatives generated savings of
  approximately 86 million in FY 2009

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Financing Update
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Financing Update

• Repaid at maturity on July 15, 2009 with proceeds
  from the Bank Credit Facility
• Closed on October 26, 2009
• 200 million aggregate principal amount of 11 ½
  Second Lien Senior Secured Notes due 2017, issued
  at a price of 96.234 of their face value
• Net proceeds were used as follows
• - to repay the entire 147 million term
  loan outstanding under our Bank Credit Facility
• - to repay 41 million of revolving
  loans under our Bank Credit Facility
• - to pay related transaction costs and
  expenses

2003 63/8 330 million Senior Subordinated Notes
Repayment
New 2009 111/2 200 million Second Lien Senior
Secured Notes
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Financing Update (cont.)

• Closed on October 26, 2009
• Modified our total leverage and senior leverage
  ratio covenants
• Gained the ability to obtain a release from liens
  securing the Bank Credit Facility of a portion of
  the land on which Pocono Downs is sited to permit
  its sale or lease in connection with the
  development of a potential hotel project
• Modified the terms of our permitted capital
  expenditures covenant and our covenant relating
  to the incurrence of permitted indebtedness
• Modified the terms of our applicable pricing
  rates
• Permanently reduced the revolving commitments by
  25 million

Bank Credit Facility Amendment
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Capital Structure, Liquidity, Capital
Expenditures and Distributions
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Capital Structure

• Repayment of the 147 million Term Loan and 41
  million in Revolving Loans with net proceeds from
  the issuance of the 11.5 Second Lien Senior
  Secured Notes.
• Calculated in accordance with the Bank Credit
  Facility Agreement.

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Debt Maturities
963
147 mm repayment of term loan 41 mm repayment
of revolver
200 mm 2nd lien notes due 2017
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Liquidity

• Repayment of Revolving Loans with a portion of
  the net proceeds from the issuance of the 11.5
  Second Lien Senior Secured Notes.
• Permanent reduction in the revolving commitments
  under the Bank Credit Facility, pursuant to the
  October 26th amendment.
• Inclusive of amounts under Letters of Credit
  (4.6 million) and the Line of Credit total
  commitment (18.0 million), and without taking
  into account restrictive covenants under the Bank
  Credit Facility, Line of Credit and note
  indentures.

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Capital Expenditures
Total Capital Expenditures (2004 2010)
( in millions)
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Distributions
Tribal Distributions (2004 2010)
(a)
(a)
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Diversification Efforts
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Diversification Efforts

• Cowlitz Project(Salishan-Mohegan, LLC)
• Progress Report
• land for the proposed casino has been acquired
• in November 2005, the Cowlitz Tribe received a
  restored lands opinion from the NIGC
• in May 2008, the BIA published a Final
  Environmental Impact Statement for the Cowlitz
  Project site
• awaiting Record of Decision from the BIA
• the February 2009 Carcieri decision has delayed
  Record of Decision from the BIA
• Investment entity / Non-guarantor

• Menominee Project(Wisconsin Tribal Gaming, LLC)
• Progress Report
• in January 2009, the Menominee Tribes Land into
  Trust Application was rejected by the BIA
• awaiting action by the new presidential
  administration to reverse the BIAs January 2009
  rejection of the Menominee Tribes Land into
  Trust Application
• Restricted / Guarantor

• Massachusetts Project(Mohegan Resorts Mass, LLC)
• Overview
• entered into a ground lease for a 152-acre site
  located in Palmer, MA
• potential site for future gaming development, if
  legalized in MA
• Unrestricted / Non-guarantor

DRAFT
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Strategic Focus
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Free Cash Flow Generation and Deleveraging

• Positive cash flow in a difficult operating
  environment
• Aggressive operating cost reduction measures
• Low near-term maintenance capital expenditures
• Prudent reductions to Tribal Distributions
• Incremental EBITDA opportunity with Pennsylvania
  table games
• Strong operating flow-through in the business
  when the market improves
• Additional FCF generation from third-party
  development deals

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QA