**Exhibit 4.12**

**SUPPLEMENTAL INDENTURE No. 5**

**8% Senior Subordinated Notes due 2012**

SUPPLEMENTAL INDENTURE No. 5 (this “**Supplemental Indenture**”), dated as of December 18, 2006, among Mohegan Golf, 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 toherein) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “**Trustee**”)*.*

W IT N E S S E T H: 

WHEREAS, the Authority has heretofore executed and delivered to the Trustee an indenture (the“**Indenture**”), dated as of February 20, 2002, as amended, providing for the issuance of an aggregate principal amount of up to $250,000,000 of 8% Senior Subordinated Notes due 2012 (the “**Notes**”); 

WHEREAS, the Indenture provides that under certain circumstances a Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenturepursuant to which the Subsidiary Guarantor shall unconditionally guarantee all of the Authority’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “**Subsidiary Guarantee**”); and

WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is herebyacknowledged, the Subsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 

2. INDENTURE PROVISION PURSUANT TO WHICH GUARANTEE IS GIVEN. This Supplemental Indenture is being executed and delivered pursuant to Section 4.20 of the Indenture. 

3. AGREEMENT TO GUARANTEE. The Subsidiary Guarantor hereby agrees as follows: 

(a) The Subsidiary Guarantor, jointly and severally with all other Subsidiary Guarantors, if any, unconditionally guarantees to eachHolder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Authority hereunder or thereunder, that: 

(i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption orotherwise, and interest on the 

overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of theAuthority to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paidin full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whateverreason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. 

Notwithstanding the foregoing, inthe event that this Subsidiary Guarantee would constitute or result in a violation of any applicable fraudulent conveyance or similar law of any relevant jurisdiction, the liability of such Subsidiary Guarantor under this Supplemental Indenture andits Subsidiary Guarantee shall be limited to such amount as will not, after giving effect thereto, and to all other liabilities of such Subsidiary Guarantor, result in such amount constituting a fraudulent transfer or conveyance. 

4. EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE. 

(a) To evidence its Subsidiary Guarantee set forth in this Supplemental Indenture, the Subsidiary Guarantor hereby agrees that a notation of such Subsidiary Guarantee shall be endorsed by an officer of such Subsidiary Guarantor on each Noteauthenticated and delivered by the Trustee after the date hereof. 

(b) Notwithstanding the foregoing, the Subsidiary Guarantor herebyagrees that its Subsidiary Guarantee set forth herein shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee. 

(c) If an officer whose signature is on this Supplemental Indenture or on the Subsidiary Guarantee no longer holds that office at the time the Trusteeauthenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. 

(d) The deliveryof the Note by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of the Subsidiary Guarantor. 

(e) The Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity orenforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Authority, anyaction to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. 

(f) The Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Authority, any right to require a proceeding first against the Authority,protest, notice and all demands 

 

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whatsoever and covenants that its Subsidiary Guarantee made pursuant to this Supplemental Indenture will not bedischarged except by complete performance of the obligations contained in the Notes and the Indenture or pursuant to Section 5(b) of this Supplemental Indenture. 

(g) If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Supplemental Indenture and such proceeding has been discontinued or abandoned for any reason, or has beendetermined adversely to the Trustee or to such Holder, then, and in every such case, subject to any determination in such proceeding, the Subsidiary Guarantor, the Trustee and the Holders shall be restored severally and respectively to their formerpositions hereunder and thereafter all rights and remedies of the Subsidiary Guarantor, the Trustee and the Holders shall continue as though no such proceeding had been instituted. 

(h) The Subsidiary Guarantor hereby waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement,indemnity or subrogation or any other rights against the Authority or any other Subsidiary Guarantor as a result of any payment by such Subsidiary Guarantor under its Subsidiary Guarantee. The Subsidiary Guarantor further agrees that, as between theSubsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the other hand: 

(i) the maturity of theobligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of the Subsidiary Guarantees made pursuant to this Supplemental Indenture, notwithstanding any stay, injunction or other prohibitionpreventing such acceleration in respect of the obligations guaranteed hereby; and 

(ii) in the event of any declaration ofacceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) shall forthwith become due and payable by each Subsidiary Guarantor for the purpose of the Subsidiary Guarantee made pursuant to thisSupplemental Indenture. 

(i) The Subsidiary Guarantor shall have the right to seek contribution from any other nonpaying SubsidiaryGuarantor, if any, so long as the exercise of such right does not impair the rights of the Holders under the Subsidiary Guarantee made pursuant to this Supplemental Indenture. 

(j) The Subsidiary Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any mannerwhatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of the Indenture or this Subsidiary Guarantee; and theSubsidiary Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, butwill suffer and permit the execution of every such power as though no such law had been enacted. 

(k) The obligations of the SubsidiaryGuarantor hereunder shall be junior and subordinated to the Senior Indebtedness of such Subsidiary Guarantor on the same basis as the 

 

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Notes are junior and subordinated to the Senior Indebtedness of the Authority. For the purposes of the foregoingsentence, and notwithstanding anything to the contrary contained herein, the Trustee and the Holders shall have the right to receive and/or retain payments by a Subsidiary Guarantor (or any Persons acting on its behalf) only at such times as theymay receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 11 of the Indenture and the holders of Senior Indebtedness shall have the same rights and remedies provided for in Article 11 of the Indenture.

5. SUBSIDIARY GUARANTOR MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. 

(a) Nothing contained in the Indenture, this Supplemental Indenture or in the Notes shall prevent any consolidation or merger of a Subsidiary Guarantorwith or into the Authority or any other Subsidiary Guarantor or shall prevent any transfer, sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the Authority or any other SubsidiaryGuarantor. 

(b) Except as set forth in Article 5 of the Indenture, upon the sale or disposition of all of the Capital Stock of a SubsidiaryGuarantor by the Authority or a Subsidiary of the Authority, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person, or if a Subsidiary Guarantor is designated as an Unrestricted Subsidiary, or the sale of all orsubstantially all of the assets of a Subsidiary Guarantor (in each case, other than with or to an Affiliate of the Authority), or upon a legal defeasance or covenant defeasance of the Notes, such Subsidiary Guarantor shall be deemed automaticallyand unconditionally released and discharged from all obligations under this Subsidiary Guarantee without any further action required on the part of the Trustee or any Holder if no Default shall have occurred and be continuing; *provided that*in the event of an Asset Sale, the Net Cash Proceeds therefrom are treated in accordance with Section 4.10 of the Indenture and *provided further*that in the event of a redesignation of a Subsidiary, the transaction is in compliancewith Section 4.07 of the Indenture. Except with respect to transactions set forth in the preceding sentence, the Authority and the Subsidiary Guarantor covenant and agree that upon any such consolidation, merger or transfer of assets, theperformance of all covenants and conditions of this Supplemental Indenture to be performed by such Subsidiary Guarantor shall be expressly assumed by supplemental indenture satisfactory in form to the Trustee, by the corporation formed by suchconsolidation, or into which such Subsidiary Guarantor shall have merged, or by the corporation which shall have acquired such property. Upon receipt of an Officers’ Certificate of the Authority or a Subsidiary Guarantor, as the case may be, tothe effect that the Authority or such Subsidiary Guarantor has complied with the first sentence of this Section 5(b), the Trustee shall execute any documents reasonably requested by the Authority or such Subsidiary Guarantor, at the cost of theAuthority or such Subsidiary Guarantor, as the case may be, in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Notes and under the Indenture and this SupplementalIndenture. 

6. NEW YORK LAW TO GOVERN. The internal law of the State of New York shall govern and be used to construe this SupplementalIndenture. 

 

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7. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signedcopy shall be an original, but all of them together represent the same agreement. 

8. EFFECT OF READINGS. The Section headings herein arefor convenience only and shall not effect the construction hereof. 

IN WITNESS WHEREOF, the parties hereto have caused this SupplementalIndenture to be duly executed and attested, all as of the date first above written. 

Dated: December 18, 2006. 

 

MOHEGAN GOLF, LLC

By Mohegan TribalGaming

Authority, its sole member
By: 
/s/ Mitchell Grossinger Etess
Name: Mitchell Grossinger EtessTitle: Chief Executive OfficerMOHEGAN VENTURES-NORTHWEST, LLCBy: 
/s/ Mitchell Grossinger Etess
Name: Mitchell Grossinger EtessTitle: President
MOHEGAN COMMERCIAL

VENTURES PA,LLC
By: 
/s/ Leo M. Chupaska
Name: Leo M. ChupaskaTitle: Chief Financial Officer
DOWNS RACING, L.P.

By Mohegan CommercialVentures PA, LLC, its general partner
By: 
/s/ Leo M. Chupaska
Name: Leo M. ChupaskaTitle: Chief Financial Officer
 

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BACKSIDE, L.P.

By Mohegan CommercialVentures

PA, LLC, its general partner
By: 
/s/ Leo M. Chupaska
Name: Leo M. ChupaskaTitle: Chief Financial Officer
MILL CREEK LAND, L.P.

By Mohegan CommercialVentures

PA, LLC, its general partner
By: /s/ Leo M. Chupaska  Name: Leo M. ChupaskaTitle: Chief Financial Officer
NORTHEAST CONCESSIONS, L.P.

By MoheganCommercial Ventures

PA, LLC, its general partner
By: 
/s/ Leo M. Chupaska
Name: Leo M. ChupaskaTitle: Chief Financial OfficerMOHEGAN TRIBAL GAMING AUTHORITYBy: 
/s/ Mitchell Grossinger Etess
Name: Mitchell Grossinger EtessTitle: Chief Executive OfficerMOHEGAN BASKETBALL CLUB LLCBy: 
/s/ Mitchell Grossinger Etess
Name: Mitchell Grossinger EtessTitle: President
 

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U.S. BANK NATIONAL ASSOCIATION,

asTrustee
By: 
/s/ Cauna Silva
 Authorized Signatory
 

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