0001193125-06-168070 Sample Contracts

SUPPLEMENTAL INDENTURE No. 2
Supplemental Indenture • August 10th, 2006 • Mohegan Tribal Gaming Authority • Services-membership sports & recreation clubs • New York

SUPPLEMENTAL INDENTURE No. 2 (this “Supplemental Indenture”), dated as of August 4, 2006, among Mohegan Ventures-Northwest, LLC (the “Subsidiary Guarantor”), a subsidiary of the Mohegan Tribal Gaming Authority (or its permitted successor), (the “Authority”), the Authority, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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SUPPLEMENTAL INDENTURE No. 4 8% Senior Subordinated Notes due 2012
Mohegan Tribal Gaming Authority • August 10th, 2006 • Services-membership sports & recreation clubs • New York

SUPPLEMENTAL INDENTURE No. 4 (this “Supplemental Indenture”), dated as of August 4, 2006, among Mohegan Ventures-Northwest, LLC (the “Subsidiary Guarantor”), a subsidiary of the Mohegan Tribal Gaming Authority (or its permitted successor) (the “Authority”), the Authority, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

OPERATING AGREEMENT OF MOHEGAN VENTURES-NORTHWEST, LLC A MOHEGAN TRIBE OF INDIANS OF CONNECTICUT LIMITED LIABILITY COMPANY As of JULY 23, 2004
Operating Agreement • August 10th, 2006 • Mohegan Tribal Gaming Authority • Services-membership sports & recreation clubs

THIS OPERATING AGREEMENT (“Operating Agreement”) is made and dated as of this 23rd day of July, 2004 by The Mohegan Tribal Gaming Authority (hereinafter the “Member” or the “Authority”).

SECOND AMENDMENT TO PURCHASE AGREEMENT AND RELEASE OF CLAIMS
Purchase Agreement And • August 10th, 2006 • Mohegan Tribal Gaming Authority • Services-membership sports & recreation clubs • Pennsylvania

THIS SECOND AMENDMENT TO PURCHASE AGREEMENT AND RELEASE OF CLAIMS (the “Amendment”) dated as of August 7, 2006 is made and entered into by and among PNGI Pocono, Inc., a Delaware corporation (“PNGI Pocono”), successor to PNGI Pocono, Corp. and PNGI, LLC (together, the “Sellers”), and the Mohegan Tribal Gaming Authority, an instrumentality of The Mohegan Tribe of Indians of Connecticut (the “Buyer”), and is joined in by Penn National Gaming, Inc., a Pennsylvania corporation (the “Parent”) for the limited purposes described below.

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