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If the Nevada Gaming Commission concurs at its Oct.

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Hotel pool area. Available from YouTube. The gaming floor will be 60, square feet and feature slot machines and 50 table games. The Virgin Hotel will have 3 towers, 12 restaurants and bars and an entertainment center with capacity for 4, guests. Last week the Nevada Gaming Commission formally approved the casino license which clears the way for the January opening.

You have an impressive string of firsts. The Mohegan tribal gaming has come a long way in its eight locations and nine with Las Vegas and Nevada. The Mohegan Sun Casino at Virgin Hotels Las Vegas will open on the former site of the Hard Rock Hotel and operate a 60,square-foot gaming floor featuring slot machines, 50 table games and a sportsbook. A private gaming room on the 16th floor will be reserved for high rollers. The new property is built on the site of the former Hard Rock Las Vegas.

Artist rendering of main entry. Courtesy of Virgin Hotels. Hard Rock will be closed in February and followed by 8-months of renovation and rebranding.. Mohegan Gaming currently manages six other casinos:. Disclaimer: All images are copyright to their respective owners and are used by Nations for informational purposes only. Total Balance. The min amount for conversion is 5k. Remaining Balance. Tournament Rules. Exit Tournament. Time Remaining. Are you sure you want to exit the tournament?

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Exhibits, Financial Statement Schedules. Supplemental Information. Index to Consolidated Financial Statements. This Form K contains statements about future events, including, without limitation, information relating to business development activities, as well as capital spending, financing sources, the effects of regulation including gaming and tax regulation and increased competition. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated future results and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by us or on our behalf.

You should review carefully all of the information in this Form K, including the consolidated financial statements. These factors and the other risk factors discussed in this Form K are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of the forward-looking statements.

Other unknown or unpredictable factors also could have material adverse effects on our future results. The forward-looking statements included in this Form K are made only as of the date of this Form K. We do not have and do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

We cannot assure you that projected results or events will be achieved or will occur. 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 acre reservation situated in Southeastern Connecticut, adjacent to Uncasville, Connecticut.

Under the Indian Gaming Regulatory Act of , or IGRA, federally-recognized Indian tribes are permitted to conduct full-scale casino gaming operations on tribal land, subject to, among other things, the negotiation of a compact with the affected state.

We were established as an instrumentality of the Tribe, with the exclusive authority to conduct and regulate gaming activities for the Tribe on Tribal lands and the non-exclusive authority to conduct such activities elsewhere. Our gaming operation at Mohegan Sun is one of only two legally authorized gaming operations in New England offering traditional slot machines and table games.

Through our subsidiary, Downs Racing, L. We are governed by a nine-member Management Board, whose members also comprise the Mohegan Tribal Council, the governing body of the Tribe. Any change in the composition of the Mohegan Tribal Council results in a corresponding change in our Management Board.

Our website is located at www. These reports are available as soon as reasonably practicable after we electronically file these materials with, or furnish them to, the Securities and Exchange Commission. Mohegan Sun. In October , we opened a gaming and entertainment complex known as Mohegan Sun. In , 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,room luxury Sky Hotel Tower and approximately , square feet of convention space.

In , we opened Sunrise Square, and, in , we opened Casino of the Wind. Mohegan Sun currently operates in an approximately 3. Casino of the Earth. Sunrise Square, a 9,square-foot Asian-themed gaming area, including 50 table games;. Table of Contents. Casino of the Sky.

The Shops at Mohegan Sun containing 32 retail shops, seven of which we own;. Casino of the Wind. Mohegan Sun offers parking for approximately 13, patrons and 3, employees. In addition, we operate a gasoline and convenience center, an approximately 3,square-foot, pump facility located adjacent to Mohegan Sun.

Table of Contents Mohegan Basketball Club. The team plays its home games in the Mohegan Sun Arena. Mohegan Golf. In August , the golf course and related facilities were temporarily closed for renovations and are scheduled to re-open in the spring of Mohegan Sun at Pocono Downs. In November , Mohegan Sun at Pocono Downs became the first location to offer slot machine gaming in the Commonwealth of Pennsylvania when Phase I of its gaming and entertainment facility opened.

In July , we completed a major expansion of Mohegan Sun at Pocono Downs known as Project Sunrise, which included increased gaming, restaurant and retail space. In July , Mohegan Sun at Pocono Downs opened its table game and poker operations, including additional non-smoking sections and a high-limit gaming area. Diversification Projects. The Tribe has determined that it is in its best interest to pursue diversification of its business interests, both directly and through us.

As a result, from time to time, we and the Tribe pursue various business opportunities. In addition to the pursuits described below, we and the Tribe are currently. Table of Contents exploring other opportunities; however we can provide no assurance that we or the Tribe will continue to pursue any of these opportunities or that any of them will be consummated.

Cowlitz Project. In September , Salishan-Mohegan entered into development and management agreements with the Cowlitz Tribe in connection with the Cowlitz Project, which agreements have been amended from time to time. Under the terms of the development agreement, Salishan-Mohegan will assist in securing financing, as well as administer and oversee the planning, designing, development, construction and furnishing of the proposed casino.

In , Salishan-Mohegan purchased a acre site for the proposed casino, which will be transferred to the Cowlitz Tribe or the United States pursuant to the development agreement. Under the terms of the management agreement, Salishan-Mohegan will manage, operate and maintain the proposed casino for a period of seven years following its opening.

Pursuant to the Salishan-Mohegan operating agreement, management fees will be allocated to the members of Salishan-Mohegan based on their respective membership interest. 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 acceptance of land into trust on behalf of the Cowlitz Tribe by the United States Department of the Interior.

The Assistant Secretary also announced that the acquired lands will serve as the initial reservation of the Cowlitz Tribe and that the tribe may conduct gaming on such lands under IGRA. Transfer of the property to the United States remains subject to final action by the Department of the Interior and potential legal challenges. Class III gaming on the property remains subject to the negotiation and federal approval of a compact between the Cowlitz Tribe and the State of Washington, which is a party to gaming compacts with twenty eight other federally-recognized Indian tribes in that state.

We can provide no assurance that these conditions will be satisfied or that the necessary financing for the development of the proposed casino will be obtained. Menominee Project. Under the terms of the management agreement, we will manage, operate and maintain the Menominee Project, a proposed casino to be owned by the Menominee Tribe and to be located in Kenosha, Wisconsin, for a period of seven years commencing with its opening, in consideration for certain management fees of Table of Contents defined under the management agreement, which approximates net income earned from the Menominee Project.

The management agreement is subject to approval by the NIGC. WTG was formed to participate in the Menominee Project. At inception, MVW held an The development agreement provided for certain development fees over a period of seven years following the opening of the proposed casino. In May , the Menominee Tribe filed a lawsuit against the federal government in the United States District Court challenging the rejection and this lawsuit currently remains pending.

We retained our interest in the management agreement. Other Projects. Mohegan Resorts Mass has entered into a ground lease for a acre site located in Palmer, Massachusetts, which would serve as a potential site for future gaming development, if legalized in the Commonwealth of Massachusetts. Mohegan Sun also receives patronage from guests residing within a to mile radius, which represents our secondary market.

We believe gaming in these markets continues to be strong despite our recent operating results. With the completion of Project Sunburst in , we have developed Mohegan Sun into a full-scale. Table of Contents entertainment and destination resort, which has led to increased patron visitation and lengthened duration of stays at our facility.

We also believe that the addition of Casino of the Wind and Sunrise Square enables us to further strengthen our position in the Northeast United States gaming market. In addition, we have taken significant steps in our diversification efforts outside of Mohegan Sun with our operations at Mohegan Sun at Pocono Downs, including the July addition of table game and poker operations.

Market and Competition from Other Gaming Operations. We also currently face competition from casinos in Atlantic City, New Jersey, several casinos and gaming facilities located on Indian tribal lands in the State of New York and video lottery terminal facilities, or VLT facilities, in the states of New York and Rhode Island. In addition, we face competition in and from the Northeastern Pennsylvania gaming market, both in the immediate market for Mohegan Sun at Pocono Downs, and for Mohegan Sun, in marketing and attracting patrons from the New York City metropolitan region.

We also face potential competition from prospective gaming projects announced by other Indian tribes and the expansion of state-licensed gaming in the Northeastern United States. Prior to , with the exception of Atlantic City, New Jersey, full-scale commercial casino gaming in the Northeastern United States had been conducted only by federally-recognized Indian tribes operating under IGRA or on cruise ships in international waters.

With the addition of table gaming to existing slot machine facilities in the Commonwealth of Pennsylvania and VLT facilities in the State of Delaware, as further discussed below, commercial casino gaming has expanded in the Northeastern United States. Federal recognition of the Mashpee Wampanoag Tribe in and the Shinnecock Indian Nation of New York in also increases the likelihood of new tribal gaming in the Northeastern United States in the future.

Other federally-recognized Indian tribes continue to pursue full-scale commercial casino gaming in the Catskills region of New York and elsewhere in the Northeastern United States. Indian tribes also may need to negotiate a management agreement and obtain financing to construct a facility. As further discussed below, groups seeking federal recognition as Indian tribes, as well as federally-recognized Indian tribes, continue efforts to establish or expand reservation lands with an interest in commercial casino gaming on such lands.

We are unable to predict whether efforts by groups seeking federal recognition as Indian tribes, federally-recognized Indian tribes or legalization of commercial casino gaming by non-Indian tribes will lead to the establishment of additional commercial casino gaming operations in the Northeastern United States.

If established, we are uncertain of the impact such commercial casino gaming operations will have on our operations. The following is a summary of developments affecting Mohegan Sun:. Pursuant to the terms of an exclusivity clause in each MOU, contribution. Table of Contents payments to the state will terminate if there is any change in state law that permits operation of slot machines or other commercial casino games or if any other person lawfully operates slot machines or other commercial casino games within the State of Connecticut, except those consented to by the Tribe and the MPT.

In the fall of , the MPT reportedly defaulted on certain of its debt obligations and entered into a forbearance agreement with its lenders under its bank credit facility. In July , the MPT reportedly failed to repay its bank credit facility at maturity and announced the suspension of per capita gaming revenue distribution payments to its tribal members.

It also is uncertain if any lenders, debt holders or creditors will seek to exert any influence over the operation or management of Foxwoods. The MPT continues to advertise, market and promote its facilities aggressively, and such efforts may be aided in the future by any debt relief or restructuring.

In October , the United States Supreme Court declined to hear an appeal of the Schaghticoke Tribal Nation, based in Western Connecticut, which sought to overturn adverse decisions regarding its federal recognition. Leaders of the Eastern Pequot Tribal Nation, based in Southeastern Connecticut, have stated that they continue to consider appeals to challenge the rejection of their petition for federal recognition. In , the state lottery sought legislative approval to operate keno games, currently operated only at Mohegan Sun and Foxwoods.

Such efforts to expand the state lottery and other state-licensed gaming in the State of Connecticut may continue. Rhode Island. In November , Twin River Casino was discharged from Chapter 11 bankruptcy protection and its new owners and management team received final approval from state regulators. In April , the state legislature banned greyhound racing in the State of Rhode Island.

In connection with this legislation, the state authorized new marketing subsidies for Twin River Casino and Newport Grand. Salazar decision, or the Carcieri decision. In July , the state legislature passed two bills that would have allowed for the licensing and regulation of commercial casino gaming. These bills would have licensed up to three casino resorts, one in each of three geographic regions in the state, including Western Massachusetts, and authorized slot machine facilities at up to two of the existing four racetracks.

In August , the governor returned the bills with amendments that would only authorize up to three regional casino resorts. The regular legislative session ended with no further action on the bills. It is anticipated that legislative leaders will reintroduce expanded gaming legislation in In November , the Mashpee Wampanoag Tribe announced that it had terminated its agreement with Trading Cove Associates in connection with the development of a proposed casino in Middleboro.

According to published reports, the Mashpee Wampanoag Tribe also has amended its trust land application to include a potential acre gaming site in Fall River in its initial reservation. New York. Mohegan Sun also faces competition from state-licensed racetracks offering VLTs, or racinos, and casinos and other gaming facilities located on Indian tribal lands in the State of New York. There are seven federally-recognized Indian tribes in the central, northern and western regions of the state, and an eighth Indian tribe, the Shinnecock Indian Nation of New York, has received final federal recognition and is reportedly considering various sites on or near Long Island for a potential reservation and casino.

Regis Mohawk Tribe, currently engage in commercial casino gaming. However, several New York Indian tribes and at least two Indian tribes based in the State of Wisconsin have been pursuing potential gaming projects in the State of New York, which, if completed, would add significant gaming space, as well as hotel capacity to the Northeastern United States gaming market.

In October , the state legislature approved legislation that permitted as many as six new gaming operations by Indian tribes in addition to those then operated by the Oneida Nation and the St. Regis Mohawk Tribe. Under the legislation, up to three of these additional gaming operations may be owned by the Seneca Nation, while the remaining three may be located in either Ulster County or Sullivan County in the Catskills region of the state.

This legislation approved the use of traditional slot machines, rather than VLTs, where the possession and use of traditional slot machines are authorized pursuant to a tribal-state compact. Between and , the governor reached tentative land claim settlements with various Indian tribes and supported legislation for as many as five tribal commercial casinos to be located in the Catskills region.

However, a United States Supreme Court decision regarding tribal jurisdiction over Indian tribal lands not held in trust by the United States and subsequent federal court decisions led to the withdrawal of these land claim settlement agreements. Several federally-recognized Indian tribes, including the Seneca Nation, the St. Regis Mohawk Tribe and the Stockbridge-Munsee Tribe of Wisconsin, have continued to pursue tribal commercial casinos in the Catskills region. In November , the Stockbridge-Munsee Tribe of Wisconsin signed a land claim settlement agreement with the governor that ended its long-standing claim to 23, acres in Madison County in exchange for acres in Sullivan County.

It has been reported that the Stockbridge-Munsee Tribe of Wisconsin plans to pursue development of a casino on the site in Sullivan County. The following is a summary of current and potential gaming operations by federally-recognized Indian tribes in the State of New York:. The St. Akwesasne Mohawk Casino reportedly offers approximately 1, slot machines and 25 table games.

Regis Mohawk Tribe has been pursuing off-reservation gaming in the Catskills region for several years. Construction of a permanent facility in Buffalo remains on hold according to published reports. The tribe also has pursued gaming in the Catskills region at various times. Regis Mohawk Tribe reportedly have one or more ongoing disputes with the State of New York regarding property, cigarette taxes or gaming revenue sharing payments.

In , the Seneca Nation and the St. Regis Mohawk Tribe ceased making certain gaming revenue sharing payments to the state. These disputes or their ultimate resolutions may increase the likelihood of new tribal or commercial gaming operations in the Catskills region and may impact competition in the Northeastern United States gaming market. The following is a summary of other current and potential gaming operations in the State of New York:.

According to published reports, Empire City plans to increase its total VLTs to 7,, as permitted under state law. In , the state legislature passed legislation to expand daily hours of operations for racinos in the state. Empire City and other racinos in the state also reportedly have begun introducing electronic versions of roulette and other table games under authority of the state lottery.

An affiliate of Genting also has a majority interest in Empire Resorts, Inc. New Jersey. Mohegan Sun primarily competes with casinos located in Atlantic City for overnight patrons. The Atlantic City gaming market currently consists of 11 gaming properties reportedly offering approximately 17, hotel rooms and 1. Several proposed developments and expansions of casino, hotel, retail and entertainment space have been completed in Atlantic City in recent years, while others have been suspended, delayed or cancelled due to adverse economic conditions and new competition from the Pennsylvania, Delaware and Maryland gaming markets.

In addition, various properties have reported revenue declines, experienced difficulty meeting debt obligations or filed bankruptcy. In November , the state senate passed a bill to authorize internet gaming in the State of New Jersey on an intrastate basis and, in December , the state legislature passed a bill to authorize a November state-wide ballot referendum on legalized sports betting in the state.

The following is a summary of developments in the Atlantic City gaming market:. The first phase of the Borgata expansion was completed in June with several restaurants, a food court, slot machines, 45 table games, an table poker room and a nightclub. The second phase of the Borgata expansion was completed in June with the opening of a story hotel tower, the Water Club.

Table of Contents There are no federally-recognized Indian tribes in the State of New Jersey; however, at least one state tribe, the Unalachtigo Band of Nanticoke Lenni Lenape Nation, is reportedly seeking federal recognition and possible gaming operations. Full-scale casino gaming operations are not currently permitted in the State of Maine. In November , voters in the state approved a proposed commercial casino for a single site in Oxford County, subject to local approval. The developers of the proposed casino have announced plans for a ,square-foot casino resort to be completed in phases over five years.

There are four federally-recognized Indian tribes in the state, one of which, the Penobscot Tribe of Maine, operates a high stakes bingo facility in Old Town. The Penobscot Tribe of Maine and the Passamaquoddy Tribe of Maine also have pursued full-scale casino gaming operations at various locations in the state in recent years, and would receive a portion of the revenues the state earns from the proposed casino in Oxford County.

None of the other federally-recognized Indian tribes in the state have negotiated a tribal-state compact or taken any significant step towards developing casino gaming operations. Penn National Gaming, Inc. New Hampshire. Commercial casino gaming operations are not currently permitted in the State of New Hampshire, with the exception of limited charitable table gaming. In , the state senate passed two bills to license slot machines at various locations in the state, including existing racetracks, but neither bill passed the house of representatives.

A plan by the state lottery to introduce certain on-line games was postponed at the direction of a legislative panel. There are no federally-recognized Indian tribes in the state and no announced petition for recognition pending. Currently, gaming is not permitted in the State of Vermont nor is there any significant initiative underway to legalize commercial casino gaming operations in the state. There are no federally-recognized Indian tribes in the state.

Various groups have been denied federal recognition in recent years; however, in , the state passed a law which creates a new process for Indian tribes in the State of Vermont to seek state recognition. The following is a summary of developments affecting Mohegan Sun at Pocono Downs:. The Pennsylvania Gaming Act authorized the operation of slot machines at seven harness and thoroughbred racetracks and five stand-alone slot machine facilities. Each facility may initially operate up to 3, slot machines, expandable to up to 5, slot machines after six months of operation and upon request and approval of the Pennsylvania Gaming Control Board, or the PGCB.

In addition, the. Table of Contents Pennsylvania Gaming Act authorized the operation of up to slot machines at two Category Three resort facilities. The Pennsylvania Gaming Act also includes prohibitions against locating facilities within close proximity to other operations, including, among other things, a prohibition against locating a slot machine facility at a harness or thoroughbred racetrack or a stand-alone slot machine facility within twenty miles of Mohegan Sun at Pocono Downs, and a prohibition against locating a Category Three resort slot machine facility within fifteen miles of Mohegan Sun at Pocono Downs.

In January , the Pennsylvania Gaming Act was amended to allow slot machine operators in the Commonwealth of Pennsylvania to obtain a table game operation certificate and operate certain table games, including poker, subject to approval by the PGCB and payment of a one-time, non-refundable, table games authorization fee. The amendment also authorized a third Category Three resort facility to be awarded in , which is prohibited from being located within thirty miles of Mohegan Sun at Pocono Downs.

In addition, the amendment increased the number of slot machines at Category Three resort facilities from to and restricted the number of table games at such facilities to All slot machine facilities in the state have added table game operations. Mohegan Sun at Pocono Downs faces competition from several facilities in the Commonwealth of Pennsylvania, as well as neighboring states.

Mount Airy reportedly offers 2, slot machines, 78 table games, a room hotel, a spa and a golf course. Sands Bethlehem reportedly offers 3, slot machines and 89 table games. According to published reports, Sands Bethlehem has resumed plans to build a hotel at the facility. Mohegan Sun at Pocono Downs also faces potential competition from any gaming operation that is ultimately developed in the Catskills region. We do not believe that these developments will have a direct impact on Mohegan Sun at Pocono Downs.

However, the expansion of gaming in nearby states may impact the overall Pennsylvania gaming market. Mohegan Tribe of Indians of Connecticut. The Tribe has lived in a cohesive community for hundreds of years in what is today southeastern Connecticut, and became a federally-recognized Indian tribe in The Tribe currently has approximately 1, members including 1, adult voting members.

The Tribe historically has cooperated with the United States and is proud of the fact that members of the Tribe have fought on the side of the United States in every war. The Tribe believes that this philosophy of cooperation exemplifies its approach to developing Mohegan Sun and pursuing diversification of its business interests.

Although the Tribe is a sovereign entity, it has sought to work with, and to gain the support of, local communities in establishing Mohegan Sun. For example, the Tribe settled its claim to extensive tracts of land that had been guaranteed by various treaties in consideration for certain arrangements in the Mohegan Compact. As a result, local residents and businesses whose property values had been clouded by this dispute were able to gain clear title to their property.

In addition, the Tribe has been sensitive to the concerns of the local community in developing Mohegan Sun. This philosophy of cooperation has enabled the Tribe to build a solid alliance among local, state and federal officials to achieve its goal of economic development through the success of Mohegan Sun and other projects. Governance of the Tribe. The registered voters of the Tribe elect all members of the Tribal Council and the Council of Elders. The terms of four members of the Council of Elders expire in October , and the terms for the remaining three members will expire in October The terms for four members of the Tribal Council expire in October and the terms for the remaining five members will expire in October Members of the Tribal Council must be at least 21 years of age when elected, and members of the Council of Elders must be at least 55 years of age when elected.

The members of the Tribal Council also serve as members and officers on our Management Board. The powers of the Tribal Council include the power to establish an executive branch departmental structure with agencies and subdivisions and to delegate appropriate powers to such agencies and sub-divisions. The Tribe may amend the provisions of its Constitution that established us and the Gaming Disputes Court, which is described below.

Prior to the enactment of any such amendment by the Tribal Council, any non-Tribal party would have the opportunity to seek a ruling from the Appellate Branch of the Gaming Disputes Court that the proposed amendment would constitute an impermissible impairment of contract. Gaming Disputes Court. Under the Constitution and laws of the Tribe, the Gaming Disputes Court is vested with exclusive jurisdiction over all disputes related to gaming and associated facilities on Tribal lands, including appeals from certain final administrative agency decisions.

Cases tried in the Trial Branch are heard by a single judge, whose decision can be appealed to the Appellate Branch. Appeals are decided by a panel of three judges, consisting of the Chief Judge and two. Table of Contents judges selected in rotation, and the judge whose decision is on appeal may not serve on the appellate panel. Decisions of the Appellate Branch are final, and no further appeal is available. The Gaming Disputes Court has jurisdiction over all disputes or controversies related to gaming between any person or entity and us or the Tribe.

The Gaming Disputes Court also has jurisdiction over certain appeals arising out of tribal agency regulatory powers, including licensing actions. The Tribe has adopted the substantive law of the State of Connecticut as the applicable law of the Gaming Disputes Court to the extent that such law is not in conflict with Mohegan Tribal Law.

Judges of the Gaming Disputes Court are chosen by the Tribal Council from a publicly available list of eligible retired federal judges and Connecticut Attorney Trial Referees, who are appointed by the Chief Justice of the Connecticut Supreme Court, each of whom must remain licensed to practice law in the State of Connecticut. Judges are selected sequentially as cases are filed with the clerk of the Gaming Disputes Court. The remaining judges may serve an unlimited term on the bench.

Judges of the Gaming Disputes Court are subject to discipline and removal for cause pursuant to the rules of the Gaming Disputes Court. Judges are compensated by the Tribe at an agreed rate of pay commensurate with their duties and responsibilities. Below is a description of certain information regarding judges currently serving on the Gaming Disputes Court:.

Paul M. Guernsey, Chief Judge. Age: Judge Guernsey has served on the Gaming Disputes Court since Owen Eagan, Judge. Judge Eagan was appointed to the Gaming Disputes Court in Frank A. Manfredi, Judge. Judge Manfredi was appointed to the Gaming Disputes Court in Thomas B. Wilson, Judge. Prior to the formation of this department, we. Giancarlo Rossi, Chief Commissioner. Louis M. Pacelli, Commissioner. Mohegan Tribal Gaming Authority.

We were established by the Tribe in July with the exclusive power to conduct and regulate gaming activities on tribal lands for the Tribe and the non-exclusive authority to conduct such activities elsewhere. Directors and Executive Officers of the Registrant. We have three major functions. The first major function is to direct the operation, management and promotion of gaming enterprises on tribal lands and all related activities. The second major function is to regulate gaming activities on tribal lands.

Our Management Board has appointed an independent Director of Regulation to be responsible for the regulation of gaming activities at Mohegan Sun. The Director of Regulation serves at the will of the Management Board and ensures the integrity of the gaming operation through the promulgation and enforcement of appropriate regulations. The Director of Regulation and his staff also are responsible for performing background investigations and licensing of non-gaming employees, as well as vendors seeking to provide non-gaming products or services within the casino.

Pursuant to the Mohegan Compact, the State of Connecticut is responsible for performing background investigations and licensing of gaming employees, as well as gaming vendors seeking to provide gaming products or services within the casino. The third major function is to identify and evaluate various diversification opportunities in conjunction with the Tribe.

Government Regulation. Our operations at Mohegan Sun are subject to certain federal, state and tribal laws applicable to both commercial relationships with Indians generally and to Indian gaming and the management and financing of Indian casinos specifically. Our operations at Mohegan Sun at Pocono Downs also are subject to Pennsylvania laws and regulations applicable to harness racing, simulcasting, slot machine and table gaming.

The following description of the regulatory environment in which gaming takes place and in which we operate is only a summary and not a complete recitation of all applicable law. Moreover, since this regulatory environment is susceptible to changes in public policy considerations, it is impossible to predict how particular provisions will be interpreted, from time to time, or whether they will remain intact.

Changes in such laws could have a material adverse impact on our operations. Applicability of State and Federal Law. Federally-recognized Indian tribes are independent governments, subordinate to the United States, with sovereign powers, except as those powers may have been limited by treaty or by Congress.

The power of Indian tribes to enact their own laws to regulate gaming derives from the exercise of this tribal sovereignty. Indian tribes maintain their own governmental systems and often their own judicial systems. Indian tribes have the right to tax persons and enterprises conducting business on tribal lands, and also have the right to require licenses and to impose other forms of regulations and regulatory fees on persons and businesses operating on their lands.

Absent the consent of the Tribe or action of Congress, the laws of the State of Connecticut do not apply to us or the Tribe. Indian tribes enjoy sovereign immunity from unconsented suit similar to that of the states and the United States. In order to sue an Indian tribe or an agency or instrumentality of an Indian tribe, such as us , the Tribe must have effectively waived its sovereign immunity with respect to the matter in dispute.

Further, in most commercial disputes with Indian tribes, the jurisdiction of the federal courts, which are courts of limited jurisdiction, may be difficult or impossible to obtain. A commercial dispute is unlikely to present a federal question, and some courts have ruled that an Indian tribe as a party is not a citizen of any state for purposes of establishing diversity jurisdiction in the federal courts.

State courts also may lack jurisdiction over suits brought by non-Indians against Indian tribes in Connecticut. The U. Supreme Court has held that, where a tribal court exists, jurisdiction in that forum first must be exhausted before any dispute can be heard properly by federal courts which otherwise would have jurisdiction. Where a dispute as to the jurisdiction of the tribal forum exists, the tribal court first must rule as to the limits of its own jurisdiction.

The Indian Gaming Regulatory Act of Regulatory Authority. The operation of casinos and of all gaming on Indian land is subject to IGRA, which is administered by the NIGC, an independent agency within the United States Department of the Interior, which exercises primary federal regulatory responsibility over Indian gaming.

The NIGC has exclusive federal authority to issue regulations governing tribal gaming activities, approve tribal ordinances for regulating Class II and Class III Gaming as described below , approve management agreements for gaming facilities, conduct investigations and.

Table of Contents generally monitor tribal gaming. Certain responsibilities under IGRA such as the approval of gaming revenue allocation plans for tribal members and the review of applications to take land into trust for gaming are retained by the BIA.

The BIA also has responsibility to review and approve certain agreements and land leases relating to Indian lands. Department of Justice also retains responsibility for federal criminal law enforcement on the Mohegan reservation. The NIGC is empowered to inspect and audit all Indian gaming facilities, to conduct background checks on all persons associated with Class II Gaming and management contractors involved in Class III Gaming, to hold hearings, issue subpoenas, take depositions, adopt regulations and assess fees and impose civil penalties for violations of IGRA.

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

These rules also set out review and reporting procedures for tribal licensing of gaming operation employees and tribal gaming facilities. Tribal Ordinances. Classes of Gaming. IGRA classifies games that may be conducted on Indian lands into three categories.

With the growth of the Internet and other modern advances, computers and other technology aids are increasingly used to conduct specific kinds of gaming, such as poker or wagering on horse racing. Congress has adopted and continues to consider legislation to limit or otherwise regulate on-line gaming by U.

Individual states are also considering legislation on an intrastate basis. While the Unlawful Internet Gambling Enforcement Act of , or the UIGEA, was adopted in October , the effective date for compliance by banks and financial institutions with provisions prohibiting the processing of credit card and other electronic transactions by U.

Congress has considered but, to date, not passed amendments to the UIGEA or new legislation to establish a licensing, taxing and enforcement framework for Internet gaming. Tribal-State Compacts. Such tribal-state compacts may include provisions for the allocation of criminal and civil jurisdiction between the state and the Indian tribe necessary for the enforcement of such laws and regulations, taxation by the Indian tribe of gaming activities in amounts comparable to those amounts assessed by the state for comparable activities, remedies for breach of compacts, standards for the operation of gaming and maintenance of the gaming facility, including licensing and any other subjects that are directly related to the operation of gaming activities.

While the terms of tribal-state compacts vary from state to state, compacts within one state tend to be substantially similar. Some tribal-state compacts are for set terms, while others are for an indefinite duration.

The Mohegan Compact, approved by the United States Secretary of the Interior in , does not have a specific term and will remain in effect until terminated by written agreement of both parties, or the provisions are modified as a result of a change in applicable law. Our gaming operations are subject to the requirements and restrictions contained in the Mohegan Compact, which authorizes the Tribe to conduct most forms of Class III Gaming.

Tribes frequently seek to enforce the provision of IGRA which entitles tribes to bring suit in federal court against a state that fails to negotiate a tribal-state compact in good faith. Supreme Court resolved this issue by holding that the Indian Commerce Clause does not grant Congress authority to abrogate sovereign immunity granted to the states under the Eleventh Amendment.

Accordingly, IGRA does not grant jurisdiction over a state that did not consent to be sued. There has been litigation in a number of states challenging the authority of state governors, under state law, to enter into tribal-state compacts without legislative approval. Federal courts have upheld such authority in Louisiana and Mississippi. The highest state courts of Arizona, Kansas, Michigan, New Mexico, New York and Rhode Island have held that the governors of those states did not have authority to enter into such compacts without the consent or authorization of the legislatures of those states.

In the New Mexico and Kansas cases, the courts held that the authority to enter into such compacts is a legislative function under their respective state constitutions. The court in the New Mexico case also held that state law does not permit casino-style gaming. If such a suit were filed, however, the Tribe does not believe that the precedent in the New Mexico or Kansas cases would apply.

After execution of the Mohegan Compact, the Connecticut General Assembly passed a law requiring that future gaming compacts be approved by the legislature, but that law does not apply to previously executed compacts such as the Mohegan Compact. Possible Changes in Federal Law. While there have been a number of technical amendments to the law, to date, there have been no material changes to IGRA. Any amendment to IGRA could change the regulatory environment and requirements within which the Tribe could conduct gaming.

Pennsylvania Racing Regulations. As in most states, the regulations and oversight applicable to our operations in Pennsylvania are intended primarily to safeguard the legitimacy of the sport and its freedom from inappropriate or criminal influences.

The Harness Racing Commission has broad authority to regulate in the best interests of racing and may, to that end, disapprove the involvement of certain personnel in our operations, deny approval of certain acquisitions following their consummation or withhold permission for a proposed OTW site for a variety of reasons, including community opposition. The Pennsylvania legislature also has reserved the right to revoke the power of the Harness Racing Commission to approve additional OTWs and could, at any time, terminate pari-mutuel wagering as a form of legalized gaming in Pennsylvania or subject such wagering to additional restrictive regulation or taxation.

The Harness Racing Commission can refuse to grant permission to continue to operate existing facilities. Pennsylvania Gaming Regulations. Our slot machine and table game operations at Mohegan Sun at Pocono Downs are subject to extensive regulation under the Pennsylvania Gaming Act. Under that law, as amended, the PGCB is responsible for, among other things:.

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

Material Agreements. This summary does not restate these agreements in their entirety. We urge you to read these agreements because they, and not these summaries, define our rights and obligations and the rights and obligations of the Tribe. Copies of these agreements are included as exhibits to this Form K or by reference to previous filings in the schedule of exhibits hereto. Gaming Compact with the State of Connecticut.

The Mohegan Compact has a perpetual term and is substantively similar to the procedures that govern gaming operations of the MPT in Connecticut and provide, among other things, as follows:. The first of these standards was set forth in the Mohegan Compact and approved by the State of Connecticut gaming agency.

State of Connecticut gaming agency approval is required for any revision to such standards affecting gaming. The Tribe must supervise the implementation of these standards by regulation through a Tribal gaming agency. The MOU stipulates that a portion of the revenues earned on slot machines must be paid to the State of Connecticut.

This payment is known as the Slot Win Contribution. The Slot Win Contribution payments will not be required if the State of Connecticut legalizes any other gaming operations with slot machines or other commercial casino games within the State of Connecticut except those operations consented to by the Tribe and the MPT. Relinquishment Agreement. The relinquishment agreement provides, among other things, that we make certain payments to TCA out of, and determined as a percentage of, revenues, as defined under the relinquishment agreement, generated by Mohegan Sun over a year period commencing on the relinquishment date.

The payments, senior relinquishment payments and junior relinquishment payments, have separate schedules and priorities. Each senior and junior relinquishment payment is an amount equal to 2. Revenues under the relinquishment agreement exclude revenues generated from certain expansion areas of Mohegan Sun, such as Casino of the Wind, as such areas do not constitute facilities as defined under the relinquishment agreement.

The relinquishment agreement also provides that all relinquishment payments are. Table of Contents subordinated in right of payment to the minimum priority distribution payments, which are required monthly payments made by us to the Tribe under a priority distribution agreement, to the extent then due. Priority Distribution Agreement. In August , we and the Tribe entered into an agreement, or the priority distribution agreement, which stipulates that we must make monthly payments to the Tribe to the extent of our net cash flow, as defined under the priority distribution agreement.

Payments under the priority distribution agreement do not reduce our obligations to reimburse the Tribe for governmental and administrative services provided by the Tribe or to make payments under any other agreements with the Tribe. Monthly priority distribution payments under the priority distribution agreement are limited obligations payable only to the extent of our net cash flow, as defined under the priority distribution agreement, and are not secured by a lien or encumbrance on any of our assets or properties.

Town of Montville Agreement. The Tribe has assigned its rights and obligations under the agreement to us. Land Lease Agreement. We entered into a land lease agreement with the Tribe to lease the property and improvements and related facilities constructed or installed on the property. In March , the agreement was amended to update the legal description of the property, and, in April , the amended agreement was approved by the Secretary of the Interior. The following summarizes the key provisions of the land lease agreement:.

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

The agreement requires us to pay the Tribe a nominal annual rental fee. We are responsible for all costs and expenses of owning, operating, constructing, maintaining, repairing, replacing and insuring the property. Use of Property. We may utilize the property and improvements solely for the construction and operation of Mohegan Sun, unless prior approval is obtained from the Tribe for any proposed alternative use.

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

Permitted Mortgages and Rights of Permitted Mortgagees. We may not mortgage, pledge or otherwise encumber our leasehold estate in the property except to a holder of a permitted mortgage. Under the terms of the agreement, each holder of a permitted mortgage has the right to notice of any default by us under the agreement and the opportunity to cure such default within the applicable cure period.

Default Remedies.