SUPPLEMENTAL INDENTURE No. 6 Dated as of March 5, 2012Supplemental Indenture • May 15th, 2012 • Mohegan Tribal Gaming Authority • Hotels & motels • New York
This SUPPLEMENTAL INDENTURE No. 6 is dated as of March 5, 2012, between MOHEGAN TRIBAL GAMING AUTHORITY (the “Issuer”), the MOHEGAN TRIBE OF INDIANS OF CONNECTICUT (the “Tribe”), and MTGA GAMING, LLC, MOHEGAN VENTURES WISCONSIN, LLC, WISCONSIN TRIBAL GAMING, LLC, MOHEGAN GOLF, LLC, MOHEGAN VENTURES-NORTHWEST, LLC, MOHEGAN COMMERCIAL VENTURES PA, LLC, DOWNS RACING, L.P., BACKSIDE, L.P., MILL CREEK LAND, L.P., NORTHEAST CONCESSIONS, L.P., and MOHEGAN BASKETBALL CLUB LLC (collectively, the “Subsidiary Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
MOHEGAN TRIBAL GAMING AUTHORITY ISSUER 11% SENIOR SUBORDINATED NOTES DUE 2018 INDENTURE Dated as of March 6, 2012 Mohegan Tribal Gaming Authority of The Mohegan Tribe of Indians of Connecticut The Mohegan Tribe of Indians of Connecticut the Guarantors...Indenture • May 15th, 2012 • Mohegan Tribal Gaming Authority • Hotels & motels • New York
ContractGlobal Note • May 15th, 2012 • Mohegan Tribal Gaming Authority • Hotels & motels
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE AUTHORITY.
AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT By and among BANK OF AMERICA, N.A. as Initial First Lien Administrative Agent and as Initial First Lien Collateral AgentCollateral Agency and Intercreditor Agreement • May 15th, 2012 • Mohegan Tribal Gaming Authority • Hotels & motels • New York
This AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT is dated as of March 6, 2012 and entered into by and among MOHEGAN TRIBAL GAMING AUTHORITY (the “Authority”), an instrumentality of The Mohegan Tribe of Indians of Connecticut (the “Tribe”), MOHEGAN GOLF, LLC (“Mohegan Golf”), a limited liability company formed under the laws of the Tribe, MOHEGAN COMMERCIAL VENTURES PA, LLC (“MCV-PA”), a Pennsylvania limited liability company, MOHEGAN VENTURES-NORTHWEST, LLC (“Mohegan Ventures-NW”), a limited liability company formed under the laws of the Tribe, MOHEGAN VENTURES WISCONSIN, LLC (“MVW”), a limited liability company formed under the laws of the Tribe, MTGA GAMING, LLC (“MTGA Gaming”), a Delaware limited liability company, WISCONSIN TRIBAL GAMING, LLC (“WTG”), a Delaware limited liability company, DOWNS RACING, L.P. (“DOWNS RACING”), a Pennsylvania limited partnership, BACKSIDE, L.P. (“Backside”), a Pennsylvania limited partnership, NORTHEAST CONCESSIONS, L.P., a Penn
ContractGlobal Note • May 15th, 2012 • Mohegan Tribal Gaming Authority • Hotels & motels
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE AUTHORITY.
FIRST LIEN INTERCREDITOR AGREEMENTFirst Lien Intercreditor Agreement • May 15th, 2012 • Mohegan Tribal Gaming Authority • Hotels & motels • New York
FIRST LIEN INTERCREDITOR AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of March 6, 2012, among BANK OF AMERICA, N.A., as collateral agent for the Loan Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity and any collateral agent under any Replacement Loan Agreement, the “Loan Agreement Collateral Agent”), BANK OF AMERICA, N.A., as Authorized Representative for the Loan Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), WELLS FARGO GAMING CAPITAL, LLC, as collateral agent for the FLSO Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “FLSO Collateral Agent”) and WELLS FARGO GAMING CAPITAL, LLC, as Authorized Representative for the FLSO Secured Parties (in such capacity and together with its successors in such capacity, the “FLSO Authorized Representative”).
