UNCASVILLE, Conn. -- The Mohegan Tribal Gaming Authority (the "Authority") announced today that it has commenced a cash tender offer and consent solicitation (the "Offer") for any and all of its $200,000,000 aggregate principal amount of 81/8% Senior Notes due 2006 (the "Senior Notes") and any and all of its $150,000,000 aggregate principal amount of 83/8% Senior Subordinated Notes due 2011 (the "Subordinated Notes" and together with the Senior Notes, the "Notes"), pursuant to the Offer to Purchase and Consent Solicitation, dated July 15, 2004 (the "Tender Offer Statement").


The Offer is scheduled to expire at 12:00 midnight, New York City Time, on Wednesday, August 11, 2004, unless extended or earlier terminated with respect to either the Senior Notes or the Subordinated Notes at the Authority's sole discretion (the "Expiration Date"). The consent solicitation will expire at 5:00 P.M., New York City Time, on Wednesday, July 28, 2004 (the "Consent Date"). Holders tendering their Notes will be required to consent to certain proposed amendments to the indentures governing the Notes, which will eliminate substantially all of the restrictive covenants with respect to such Notes. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes.


The consideration offered for each $1,000 principal amount of Senior Notes validly tendered and not validly withdrawn pursuant to the Offer will be the price (calculated as described in the Tender Offer Statement) equal to (i) the present value on the initial settlement date of $1,000 principal amount of Senior Notes (the amount payable on January 1, 2006, which is the maturity date for the Senior Notes (the "Senior Maturity Date")) plus the present value of the interest that would be payable on, or accrue from, the last interest payment date until the Senior Maturity Date, in each case, determined on the basis of a yield to the Senior Maturity Date equal to the sum of (x) the bid- side yield on the 1.875% U.S. Treasury note due December 31, 2005 (the "Senior Reference Yield") calculated as described below, plus (y) 50 basis points (such price being rounded to the nearest cent), minus accrued and unpaid interest from the last interest payment date to, but not including, the initial settlement date (the consideration referred to in this clause (i) is referred to as the "Senior Total Consideration"), minus (ii) $20.00 per $1,000 principal amount of Senior Notes, which is equal to the Consent Payment (as defined below). The Senior Total Consideration minus the Consent Payment is referred to as the "Senior Tender Offer Consideration."


The consideration offered for each $1,000 principal amount of Subordinated Notes validly tendered and not validly withdrawn pursuant to the Offer will be the price (calculated as described in the Tender Offer Statement) equal to (i) the present value on the initial settlement date of $1,041.88 principal amount of Subordinated Notes (the amount payable on July 1, 2006, which is the first date on which the Subordinated Notes are redeemable (the "Subordinated Redemption Date")) plus the present value of the interest that would be payable on, or accrue from, the last interest payment date until the Subordinated Redemption Date, in each case, determined on the basis of a yield to the Subordinated Redemption Date equal to the sum of (x) the bid-side yield on the 2.75% U.S. Treasury note due June 30, 2006 (the "Subordinated Reference Yield") calculated as described below, plus (y) 50 basis points (such price being rounded to the nearest cent), minus accrued and unpaid interest from the last interest payment date to, but not including, the initial settlement date (the consideration referred to in this clause (i) is referred to as the "Subordinated Total Consideration"), minus (ii) $20.00 per $1,000 principal amount of Subordinated Notes, which is equal to the Consent Payment. The Subordinated Total Consideration minus the Consent Payment is referred to as the "Subordinated Tender Offer Consideration."


Holders of Notes who validly tender, and do not validly withdraw, their Notes in the Offer on or prior to 5:00 P.M., New York City Time, on the Consent Date will receive the Senior Total Consideration or Subordinated Total Consideration, as applicable (if such Notes are accepted for payment), which includes a consent payment in an amount in cash equal to $20.00 for each $1,000 principal amount of Notes tendered on or prior to the Consent Date (the "Consent Payment"). Holders who validly tender, and do not validly withdraw, their Notes following the Consent Date but on or prior to midnight, New York City Time, on the Expiration Date will receive the Senior Tender Offer Consideration or the Subordinated Tender Offer Consideration, as applicable (if such Notes are accepted for payment). In addition, Holders who validly tender and do not validly withdraw their Notes in the Offer will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date, payable on the applicable settlement date.


The Senior Reference Yield and the Subordinated Reference Yield will be calculated by the Dealer Managers, as defined in the Tender Offer Statement, in accordance with standard market practice, as of 2:00 P.M., New York City Time, on the Consent Date (the "Price Determination Date"), as reported by Bloomberg Government Pricing Monitor on "Page PX4" (the "Bloomberg Page") or, if any relevant price is not available on a timely basis on the Bloomberg Page or is manifestly erroneous, such other recognized quotation source as the Dealer Managers shall select in their sole discretion. The Authority will publicly announce the pricing information referred to above by press release to business wire by 9:30 A.M., New York City Time, on the next business day after the Price Determination Date.


The Offer with respect to the Senior Notes and the Subordinated Notes is subject to the satisfaction of certain conditions, including the Authority's receipt of tenders of Notes representing a majority of the principal amount of such Notes outstanding and financing on terms acceptable to the Authority in an amount sufficient to consummate the Offer. The Offer with respect to the Senior Notes is not conditioned on the success of the Offer with respect to the Subordinated Notes and the Offer with respect to the Subordinated Notes is not conditioned on the success of the Offer with respect to the Senior Notes. The terms of the Offer are described in the Authority's Tender Offer Statement, copies of which may be obtained from Global Bondholder Services Corporation, the information agent for the Offer.


The Authority has engaged Citigroup Global Markets Inc., Banc of America Securities LLC and SG Americas Securities, LLC to act as dealer managers and solicitation agents in connection with the Offer. Questions regarding the Offer may be directed to Citigroup Global Markets Inc., Liability Management Group at (800) 558-3745 (toll free) or (212) 723-6106 (collect), Banc of America Securities LLC, High Yield Special Products at (888) 292-0070 (toll free) or (704) 388-4813 (collect), and SG Americas Securities LLC, High Yield Capital Markets at (212) 278-5435 (collect). Requests for documentation may be directed to Global Bondholder Services Corporation, the information agent for the Offer, at (866) 857-2200 or, for banks and brokers, (212) 430-3774.


This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The Offer is being made solely by the Offer to Purchase and Consent Solicitation, dated July 15, 2004.


The Authority is an instrumentality of the Mohegan Tribe of Indians of Connecticut (the "Tribe"), a federally recognized Indian tribe with an approximately 405-acre reservation situated in southeastern Connecticut, which has been granted the exclusive power to conduct and regulate gaming activities on the existing reservation of the Tribe located near Uncasville, Connecticut, including the operation of the Mohegan Sun, a gaming and entertainment complex that is situated on a 240-acre site on the Tribe's reservation. The Tribe's gaming operation is one of only two legally authorized gaming operations in New England offering traditional slot machines and table games. Mohegan Sun currently operates in an approximately 3.0 million square foot facility, which includes the Casino of the Earth, Casino of the Sky, the Shops at Mohegan Sun, a 10,000-seat Arena, a 300-seat Cabaret, meeting and convention space and an approximately 1,200-room luxury hotel. More information about Mohegan Sun and the Authority can be obtained by visiting http://www.mohegansun.com/.


Some information included in this press release 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. 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 the Authority's 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 behalf of the Authority. These risks and uncertainties include, but are not limited to, those relating to increased competition (including the legalization of expanded gaming in Connecticut, Rhode Island, New York, Massachusetts and Maine), changes in interest rates, dependence on existing management, leverage and debt service, regional, domestic or global economic conditions, changes in federal tax laws or the administration of such laws, changes in gaming laws or regulation and the availability of financing for development and operations. Additional information concerning potential factors that could affect the Authority's financial results are included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2003, as well as its other reports and filings with the SEC. The forward-looking statements included in this press release are made only as of the date of this report. The Authority does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Authority can not assure you that projected results or events will be achieved.


Source: Mohegan Tribal Gaming Authority

CONTACT: Jeff Hartmann, Executive Vice President, Chief Financial
Officer of Mohegan Sun, +1-860-862-8000


Web site: http://www.mohegansun.com/

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