**Exhibit 4.44**

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 ANYPERSON 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 THEINDENTURE, (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.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THEDEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESSTHIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE AUTHORITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED ISREGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OFDTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BEOFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE“SECURITIES ACT”) (A “QIB”) OR (B) IT IS NOT A U.S. PERSON, IS NOT ACQUIRING THIS SECURITY FOR THE ACCOUNT OR FOR THE BENEFIT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFF-SHORE TRANSACTION IN COMPLIANCE WITHREGULATION S UNDER THE SECURITIES ACT, 

(2) AGREES THAT IT WILL NOT, WITHIN, THE TIME PERIOD REFERRED TO UNDER RULE 144(d)(1)UNDER THE SECURITIES ACT AS IN EFFECT ON THE DATE OF THE TRANSFER OF THIS SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) TO

 

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A PERSON WHOM THE HOLDER REASONABLY BELIEVES IS A QIB OR AN ACCREDITED INVESTOR PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB OR AN ACCREDITED INVESTOR, RESPECTIVELY, IN COMPLIANCEWITH RULE 144A UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT,(D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE AND PROVIDED THAT PRIOR TO SUCH TRANSFER, THE TRUSTEE IS FURNISHED WITH AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER THAT SUCHTRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND 

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR AN INTEREST HEREIN IS TRANSFERRED (OTHER THAN A TRANSFER PURSUANT TOCLAUSE (2)(D) OR (2)(E) ABOVE) A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. 

IN CONNECTION WITH ANY TRANSFER THIS SECURITYOR ANY INTEREST HEREIN WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN THE TERMS“OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANING GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE SECURITIES ACT. 

[THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE NOTES, ARE AS SPECIFIED IN THE INDENTURE. THE HOLDER OF THIS NOTEBY ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IF IT IS A PURCHASER IN A SALE THAT OCCURS OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S OF THE SECURITIES ACT, IT ACKNOWLEDGES THAT, UNTIL EXPIRATION OF THE “40-DAYDISTRIBUTION COMPLIANCE PERIOD” WITHIN THE MEANING OF RULE 903 OF REGULATION S, ANY OFFER OR SALE OF THIS NOTE SHALL NOT BE MADE BY IT TO A U.S. PERSON TO OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON WITHIN THE MEANING OF RULE 902(k) UNDERTHE SECURITIES ACT.] 

[THIS SECURITY IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE.A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: GENERAL COUNSEL, MOHEGAN TRIBAL GAMING AUTHORITY, ONE MOHEGAN SUNBOULEVARD, UNCASVILLE, CONNECTICUT 06382, TELEPHONE NUMBER (860) 862-5997.] 

 

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[Face of Note] 

 

 

11 1/2% Second Lien Senior Secured Note due 2017 

CUSIP[            ] 

 
No.          $                    
MOHEGAN TRIBAL GAMING AUTHORITY 

promises to pay to                                                                                                                                                                                        

or registeredassigns, 

the principal sum of                                                                                                                                                                                    

Dollars on November 1, 2017

Interest Payment Dates: May 1 and November 1, 

Record Dates: April 15 and October 15 

Dated: 

 
MOHEGAN TRIBAL GAMING AUTHORITYBy: 
 
Name: Title: By: 
 
Name: Title: 
This is one of the Notes referred 

to in the within-mentioned Indenture: 

 
U.S. BANK NATIONAL ASSOCIATION, as TrusteeBy: 
 
 Authorized Signatory
 

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[Back of Note] 

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 

1. *INTEREST.*The Mohegan Tribal Gaming Authority (the “Authority”) promises to payinterest on the principal amount of this Note at 11 1/2% per annum from October 26, 2009 until maturity. The Authority will pay interest semi-annually in arrears on May 1 and November 1 each year, or if any such day is not a Business Day, on the next succeeding Business Day(each an “Interest Payment Date”) to the holders of record on the preceding April 15 and October 15, respectively. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest hasbeen paid, from the date of original issuance; *provided* that, if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding InterestPayment Date, interest shall accrue from such next succeeding Interest Payment Date*; provided*, *further*, that the first Interest Payment Date shall be May 1, 2010. The Authority shall pay interest (including post-petition interestin any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest inany proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day yearof twelve 30-day months. 

2. M*ETHODOF PAYMENT.* The Authority willpay interest on the Notes (except defaulted interest) to the Persons who are registered Holders of Notes at the close of business on the May 1 or November 1 next preceding the Interest Payment Date, even if such Notes are canceled aftersuch record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and interest at the office or agency of theAuthority maintained for such purpose within or without the City and State of New York, or, at the option of the Authority, payment of interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and*provided* that payment by wire transfer of immediately available funds will be required with respect to principal of and interest and premium on, all Global Notes and all other Notes the Holders of which shall hold at least $1.0 million inprincipal amount of Notes and have provided wire transfer instructions to the Authority and the Paying Agent. Such payment shall be made in accordance with those instructions. 

3. *PAYING AGENTAND REGISTRAR.*Initially, the Trustee under theIndenture, will act as Paying Agent and Registrar. The Authority may change any Paying Agent or Registrar without notice to any Holder. The Authority may act as Paying Agent or Registrar. 

4. *INDENTURE.* The Authority issued the Notes under an Indenture dated as of October 26, 2009(“Indenture”) among the Authority, The Mohegan Tribe of Indians of Connecticut (the “Tribe”), the Subsidiary Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to allsuch terms, and Holders are

 

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referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of theIndenture shall govern and be controlling. 

5. *OPTIONAL REDEMPTION.*

(a) At any time prior to November 1, 2013, the Authority shall have the option to redeem the Notes, in whole or in part, at a redemptionprice equal to the greater of: 

(1) 100% of the principal amount of the Notes to be redeemed; and 

(2) the sum of the present values of the Remaining Scheduled Payments discounted to the Redemption Date, on a semiannualbasis (assuming a 360-day year consisting of twelve 30-day months), at the Treasury Rate plus 50 basis points; 

plus accrued and unpaidinterest thereon to the Redemption Date. 

(b) At any time or from time to time on or after November 1, 2013, theAuthority shall have the option to redeem the Notes, in whole or in part, at the redemption prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest thereon, if any, to the applicableredemption date, if redeemed during the 12-month period beginning on November 1 of the years indicated below: 

 

**Year**
  **Percentage** 
2013
  105.750% 
2014
  102.875% 
2015 and thereafter
  100.000% 
(c) Notwithstanding any other provisions of Article 3 of the Indenture, if any GamingRegulatory Authority requires that a Holder or beneficial owner of the Notes be licensed, qualified or found suitable under any applicable gaming laws in order to maintain any gaming license or franchise of the Authority under any applicable gaminglaws, and the Holder or beneficial owner fails to apply for a license, qualification or finding of suitability within 30 days after being requested to do so by such Gaming Regulatory Authority (or such lesser period that may be required by suchGaming Regulatory Authority) or if such Holder or beneficial owner is not so licensed, qualified or found suitable, the Authority has the right, at its option, (i) to require such Holder or beneficial owner to dispose of such Holder’s orbeneficial owner’s Notes within 30 days of receipt of such notice of such finding by the applicable Gaming Regulatory Authority (or such earlier date as may be required by the applicable Gaming Regulatory Authority); or (ii) to call forredemption of the Notes of such Holder or beneficial owner at a redemption price equal to the least of (1) the principal amount thereof, (2) the price at which such Holder or beneficial owner acquired the Notes and (3) the currentmarket price of the Notes, together with, in either case, accrued and unpaid interest to the earlier of the date of redemption or the date of the finding of unsuitability by such Gaming Regulatory Authority, which may be less than 30 days followingthe notice of redemption if so ordered by such Gaming Regulatory Authority. The Authority shall not be required to pay or reimburse any Holder or beneficial owner of Notes who is required to apply for any such license, qualification or finding ofsuitability for the costs of the licensure or investigation for such qualification or finding of suitability. Such expenses shall be the obligation of such Holder or beneficial owner. 

 

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6. *MANDATORY REDEMPTION.*

Except as set forth in paragraph 7 below, the Authority shall not be required to make mandatory redemption payments with respect to theNotes. 

7. *REPURCHASEAT OPTION HOLDER.*

(a) If there is a Change of Control, the Authority shall be required to make an offer (a “Change of Control Offer”) to repurchaseall or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of each Holder’s Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to the date of purchase(the “Change of Control Payment”). Within 20 Business Days following any Change of Control, the Authority shall mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(b) If the Authority or a Restricted Subsidiary consummates any Asset Sales of Collateral, within five Business Days of eachdate on which the aggregate amount of Collateral Excess Proceeds exceeds $15.0 million, the Authority will make an offer to repurchase the Notes, together with any senior secured Indebtedness ranking *pari passu* with the Notes and containingsimilar provisions requiring the Authority to make an offer to purchase such *pari passu* senior secured Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, ifany), *pro rata* in proportion to the respective principal amounts of such *pari passu* senior secured Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) and the Notes (the“*Collateral Asset Sale Offer*”) at a purchase price of 100% of the principal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the “*Collateral Asset Sale Offer Price*”).The offer price in any Collateral Asset Sale Offer will be equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase and will be payable in cash, in accordance with the procedures set forth in this Indenture andsuch other *pari passu* senior secured Indebtedness. To the extent that any Collateral Excess Proceeds remain after consummation of an Collateral Asset Sale Offer, the Authority may use such Collateral Excess Proceeds for any purpose nototherwise prohibited by the Indenture and the Security Documents. If the aggregate principal amount of Notes and such other *pari passu* senior secured Indebtedness tendered into such Collateral Asset Sale Offer surrendered by holders thereofexceeds the amount of Collateral Excess Proceeds, the Trustee shall select the Notes and such other *pari passu* senior secured Indebtedness (to the extent that such other senior secured Indebtedness permits such selection) to be purchased on apro rata basis. Upon completion of such Collateral Asset Sale Offer, the amount of Collateral Excess Proceeds shall be reset at zero. 

(c) If the Authority or a Restricted Subsidiary consummates any Asset Sales of non-Collateral, within five Business Days of each date on which the aggregate amount of Collateral Excess Proceeds exceeds $15.0 million, the Authority will makean offer to repurchase the Notes, together with any senior Indebtedness ranking *pari passu* with the Notes and containing similar provisions requiring the Authority to make an offer to purchase such *pari passu* senior

 

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Indebtedness with the proceeds from such Asset Sale pursuant to a cash offer (subject only to conditions required by applicable law, if any), pro rata in proportion to the respective principalamounts of such *pari passu* senior Indebtedness (or accreted values in the case of Indebtedness issued with an original issue discount) and the Notes (the “*Non-Collateral Asset Sale Offer*”) at a purchase price of 100% of theprincipal amount (or accreted value in the case of Indebtedness issued with an original issue discount) (the “*Non-Collateral Asset Sale Offer Price*”). The offer price in any Non-Collateral Asset Sale Offer will be equal to 100% ofthe principal amount plus accrued and unpaid interest to the date of purchase and will be payable in cash, in accordance with the procedures set forth in the Indenture and such other *pari passu* senior Indebtedness. To the extent that anyNon-Collateral Excess Proceeds remain after consummation of a Non-Collateral Asset Sale Offer, the Authority may use such Non-Collateral Excess Proceeds for any purpose not otherwise prohibited by the Indenture and the Security Documents. If theaggregate principal amount of Notes and such other *pari passu* senior Indebtedness tendered into such Non-Collateral Asset Sale Offer surrendered by holders thereof exceeds the amount of Non-Collateral Excess Proceeds, the Trustee shall selectthe Notes and such other *pari passu* senior Indebtedness (to the extent that such other senior Indebtedness permits such selection) to be purchased on a pro rata basis. Upon completion of such Non-Collateral Asset Sale Offer, the amount ofNon-Collateral Excess Proceeds shall be reset at zero. 

8. *NOTICEOFREDEMPTION.* Notice of redemption will be mailed at least 30 days but not more than 60 days before the Redemption Date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than$2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the Redemption Date interest ceases to accrue on Notes or portions thereof called for redemption.

9. *DENOMINATIONS, TRANSFER, EXCHANGE.* The Notes are in registered formwithout coupons in denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, tofurnish appropriate endorsements and transfer documents and the Authority may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Authority need not exchange or register the transfer of any Note or portionof a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Authority need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemedor during the period between a record date and the corresponding Interest Payment Date. 

10. *PERSONSDEEMED OWNERS.* The registered Holder of a Note may be treated as its owner for all purposes. 

11. *AMENDMENT, SUPPLEMENTAND WAIVER.* Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent ofthe Holders of at least a majority in principal amount of the then outstanding Notes, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with theconsent of the Holders of a majority in principal amount of the then outstanding Notes, voting as a single class. Without the

 

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consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificatedNotes in addition to or in place of certificated Notes, to provide for the assumption of the Authority’s or Subsidiary Guarantor’s obligations to Holders of the Notes by a successor to the Authority or such Subsidiary Guarantor in the caseof a merger, consolidation or sale of all or substantially all of the Authority’s assets, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rightsunder the Indenture of any such Holder or to allow any Subsidiary to execute a supplemental indenture relating to a Subsidiary Guarantee and to execute a Subsidiary Guarantee. 

12. *DEFAULTSAND REMEDIES.* Events of Default include: (i) default for 30 days inthe payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes; (iii) failure by the Authority or any of its Restricted Subsidiaries to comply with Section 4.10 or 5.01of the Indenture; (iv) failure by the Authority or any of its Restricted Subsidiaries to observe or perform (A) the provisions of the Security Documents and the provisions of any covenant described in Section 4.07 or 4.09 of theIndenture for 30 days after notice to the Authority by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class or (B) any other covenant, representation, warranty or otheragreement in the Indenture or the Notes for 60 days after notice to the Authority by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) default under certainother agreements relating to Indebtedness of the Authority or any of its Restricted Subsidiaries which default (A) is caused by a Payment Default or (B) results in the acceleration of such Indebtedness prior to its express maturity; and ineach case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more;(vi) certain final judgments for the payment of money in excess of $50.0 million that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Authority or any of its RestrictedSubsidiaries; (viii) revocation, termination, suspension or other cessation of effectiveness of any Gaming License which results in the cessation or suspension of gaming operations for a period of more than 90 consecutive days at the Resort;(ix) cessation of gaming operations for a period of more than 90 consecutive days at the Resort (other than as a result of a casualty loss); (x) the Lease ceases to be in full force and effect; (xi) except as permitted by theIndenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor or any Person acting on its behalf shall deny ordisaffirm its obligations under such Subsidiary Guarantor’s Subsidiary Guarantee; (xii) failure by the Tribe to comply with the provisions of Article 12 for 30 days after notice to the Authority and the Tribe by the Trustee or the Holdersof at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; and (x) (a) any Security Document is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be infull force and effect or is declared null and void, other than in accordance with the terms of the relevant Security Document; or (b) except as permitted by the Indenture, any Lien purported to be granted under any Security Document onCollateral, individually or in the aggregate, having a fair market value in excess of $25.0 million ceases to be an enforceable and perfected first-priority Lien, subject only to Permitted Prior Liens; or (c) the Authority or any RestrictedSubsidiary, or any Person acting

 

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on behalf of any of them, denies or disaffirms, in writing, any obligation of the Authority or any Restricted Subsidiary set forth in or arising under any Security Document. If any Event ofDefault occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arisingfrom certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certainlimitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event ofDefault (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes thenoutstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of intereston, or the principal of, the Notes. The Authority is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Authority is required upon becoming aware of any Default or Event of Default, to deliver tothe Trustee a statement specifying such Default or Event of Default. 

13. *TRUSTEE DEALINGSWITH AUTHORITY.* Subject to Section 7.03 of the Indenture, the Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Authority or its Affiliates,and may otherwise deal with the Authority or its Affiliates, as if it were not the Trustee. 

14. *NORECOURSE AGAINST OTHERS.* A controlling person, director, officer, employee or holder of an Ownership Interest of the Authority, as such, shall not have any liability for any obligations of theAuthority under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of theconsideration for the issuance of the Notes. 

15. *AUTHENTICATION.* This Note shall not be valid untilauthenticated by the manual signature of the Trustee or an authenticating agent. 

16. *ABBREVIATIONS.*Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (=Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). 

17. *CUSIP NUMBERS.* Pursuant toa recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Authority has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience toHolders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 

 

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The Authority will furnish to any Holder upon written request and without charge a copy ofthe Indenture. Requests may be made to: 

Mohegan Tribal Gaming Authority 

One Mohegan Sun Boulevard 

Uncasville, CT 06382 

Attention: General Counsel 

 

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ASSIGNMENT FORM 

To assign this Note, fill in the form below: 

(I) or (we) assign and transfer this Note to:                                                                                                                                        

                                                                                                                    (Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.) 

 

 

 

 

 

 

 

 

(Print or type assignee’s name,address and zip code) 

and irrevocably appoint                                                                                                                                                                                

to transfer this Note on the books of the Authority. The agent maysubstitute another to act for him. 

Date:                    

 

Your Signature:
 
 
(Sign exactly as your name appears on the face of this Note)
Signature Guarantee*:                                            

 

 
*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 
 

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OPTION OF HOLDER TO ELECT PURCHASE 

If you want to elect to have this Note purchased by the Authority pursuant to Section 4.10 or 4.15 of the Indenture, check theappropriate box below: 

 

 ̈  Section 4.10
 
 ̈  Section 4.15

If you want to elect to have only part of the Note purchased by the Authoritypursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: 

$                    

Date:                     

 

Your Signature:
 
 

(Sign exactly as your name appears on the face of this Note)

 
Tax Identification No.: 
 

Signature Guarantee*:                                            

 

 
*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 
 

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE 

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of apart of another Global Note or Definitive Note for an interest in this Global Note, have been made: 

 

**Date of Exchange**
 
**Amount of decrease in**

**Principal Amount of**

**this Global Note**
 
**Amount of increase in**

**Principal Amount of**

**this Global Note**
 
**Principal Amount of**

**this Global Note**

**following such decrease**

**(or increase)**
 
**Signature of**

**authorized officer of**

**Trustee or Note**

**Custodian**
    
 

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