<PAGE>

                                                                    Exhibit 4.11


                          REGISTRATION RIGHTS AGREEMENT


                            Dated as of July 26, 2001

                                      among


                         MOHEGAN TRIBAL GAMING AUTHORITY


                                       and


                            SALOMON SMITH BARNEY INC.
                         BANC OF AMERICA SECURITIES LLC
                             FLEET SECURITIES, INC.
                         SG COWEN SECURITIES CORPORATION
                        COMMERZBANK CAPITAL MARKETS CORP.
                            MCDONALD INVESTMENTS INC.
                                       and
                       WELLS FARGO BROKERAGE SERVICES, LLC
<PAGE>

This Registration Rights Agreement (this "Agreement") is made and entered into
                                          ---------
as of July 26, 2001, by and among the Mohegan Tribal Gaming Authority (the
"Authority"), an instrumentality of the Mohegan Tribe of Indians of Connecticut
 ---------
(the "Tribe"), and Salomon Smith Barney Inc., Banc of America Securities LLC,
      -----
Fleet Securities, Inc., SG Cowen Securities Corporation, Commerzbank Capital
Markets Corp., McDonald Investments Inc., and Wells Fargo Brokerage Services,
LLC (each an "Initial Purchaser" and, collectively the "Initial Purchasers"),
              -----------------                         ------------------
each of whom has agreed to purchase the Authority's 8 3/8% Initial Notes due
2011 (the "Initial Notes") pursuant to the Purchase Agreement (as defined
           -------------
below).
         This Agreement is made pursuant to the Purchase Agreement, dated July
19, 2001 (the "Purchase Agreement"), by and among the Authority, the Tribe and
               ------------------
the Initial Purchasers. In order to induce the Initial Purchasers to purchase
the Initial Notes, the Authority has agreed to provide the registration rights
set forth in this Agreement. The execution and delivery of this Agreement is a
condition to the obligations of the Initial Purchasers set forth in Section 6 of
the Purchase Agreement. Capitalized terms used herein and not otherwise defined
shall have the meaning assigned to them in the Indenture, dated July 26, 2001,
by and among the Authority, the Tribe and State Street Bank and Trust Company,
as Trustee, relating to the Initial Notes and the Exchange Notes (the
"Indenture").
 ---------

         The parties hereby agree as follows:

SECTION 1.  DEFINITIONS

         As used in this Agreement, the following capitalized terms shall have
the following meanings.

         Act:  The Securities Act of 1933, as amended.
         ---

         Affiliate:  As defined in Rule 144 of the Act.
         ---------

         Broker-Dealer: Any broker or dealer registered under the Exchange Act.
         -------------

         Business Day: Any day except a Saturday, Sunday or other day in the
         ------------
City of New York, or in the city of the corporate trust office of the Trustee,
on which banks are authorized to not open for business.

         Certificated Securities:  Definitive Notes, as defined in the
         -----------------------
Indenture.

         Closing Date:  The date hereof.
         ------------

         Commission:  The Securities and Exchange Commission.
         ----------

         Consummate: An Exchange Offer shall be deemed "Consummated" for
         ----------
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Authority
to the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Initial Notes tendered by
Holders thereof pursuant to the Exchange Offer.

         Consummation Deadline:  As defined in Section 3(b) hereof.
         ---------------------
<PAGE>

         Effectiveness Deadline:  As defined in Section 3(a) and 4(a) hereof.
         ----------------------

         Exchange Act:  The Securities Exchange Act of 1934, as amended.
         ------------

         Exchange Notes:  The Authority's 8 3/8% Exchange Notes due 2011 to be
         --------------
issued pursuant to the Indenture: (i) in the Exchange Offer or (ii) as
contemplated by Section 4 hereof.

         Exchange Offer: The exchange and issuance by the Authority of a
         --------------
principal amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Initial Notes that are tendered by such Holders in connection with such
exchange and issuance.

         Exchange Offer Registration Statement:  The Registration Statement
         -------------------------------------
relating to the Exchange Offer, including the related Prospectus.

         Exempt Resales: The transactions in which the Initial Purchasers
         --------------
propose to sell the Initial Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Act, and pursuant to Regulation S
under the Act.

         Filing Deadline:  As defined in Sections 3(a) and 4(a) hereof.
         ---------------

         Holders:  As defined in Section 2 hereof.
         -------

         Prospectus: The prospectus included in a Registration Statement at the
         ----------
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

         Recommencement Date:  As defined in Section 6(d) hereof.
         -------------------

         Registration Default:  As defined in Section 5 hereof.
         --------------------

         Registration Statement: Any registration statement of the Authority
         ----------------------
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus included
therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.

         Regulation S:  Regulation S promulgated under the Act.
         ------------

         Rule 144:  Rule 144 promulgated under the Act.
         --------

         Shelf Registration Statement:  As defined in Section 4 hereof.
         ----------------------------

         Suspension Notice:  As defined in Section 6(d) hereof.
         -----------------

         TIA:  The Trust Indenture Act of 1939, as amended.
         ---

                                      -2-
<PAGE>

         Transfer Restricted Securities: Each (A) Initial Note, until the
         ------------------------------
earliest to occur of (i) the date on which such Initial Note is exchanged in the
Exchange Offer for an Exchange Note that is entitled to be resold to the public
by the Holder thereof without complying with the prospectus delivery
requirements of the Act, (ii) the date on which such Initial Note has been
disposed of in accordance with a Shelf Registration Statement (and the
purchasers thereof have been issued Exchange Notes), and (iii) the date on which
such Initial Note is distributed to the public pursuant to Rule 144 under the
Act and each (B) Exchange Note held by a Broker-Dealer until the date on which
such Exchange Note is disposed of by a Broker-Dealer pursuant to the "Plan of
Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

         Tribe:  The Mohegan Tribe of Indians of Connecticut, a sovereign tribe
         -----
recognized by the United States of America pursuant to 25 C.F.R. Section 83.

SECTION 2.  HOLDERS

         A person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such person owns Transfer Restricted Securities.
          ------

SECTION 3.  REGISTERED EXCHANGE OFFER

         (a) Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Authority shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission as soon as practicable after the
Closing Date, but in no event later than 90 days after the Closing Date (such
90th day being the "Filing Deadline"), (ii) use its best efforts to cause such
                    ---------------
Exchange Offer Registration Statement to become effective at the earliest
possible time, but in no event later than 150 days after the Closing Date (such
150th day being the "Effectiveness Deadline"), (iii) in connection with the
                     ----------------------
foregoing, (A) file all pre-effective amendments to such Exchange Offer
Registration Statement as may be necessary in order to cause it to become
effective, (B) file, if applicable, a post-effective amendment to such Exchange
Offer Registration Statement pursuant to Rule 430A under the Act and (C) cause
all necessary filings, if any, in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer, and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence and Consummate the Exchange Offer. The Exchange Offer shall be on the
appropriate form permitting (i) registration of the Exchange Notes to be offered
in exchange for the Initial Notes that are Transfer Restricted Securities and
(ii) resales of Exchange Notes by Broker-Dealers that tendered into the Exchange
Offer Initial Notes that such Broker-Dealer acquired for its own account as a
result of market-making activities or other trading activities (other than
Initial Notes acquired directly from the Authority or any of its Affiliates) as
contemplated by Section 3(c) below.

         (b) The Authority shall use its best efforts to cause the Exchange
Offer Registration Statement to be effective continuously, and shall keep the
Exchange Offer open for a period of not less than the minimum period required
under applicable federal and state securities laws to Consummate the Exchange
Offer; provided, however, that in no event shall such period be less than 20
Business Days. The Authority shall cause the Exchange Offer to comply with all
applicable federal and state securities laws. No securities other than the
Exchange Notes shall be included in the Exchange Offer Registration Statement.
The Authority shall use its best efforts to cause the Exchange Offer to be
Consummated on the earliest practicable date after the Exchange Offer
Registration Statement has

                                      -3-
<PAGE>

become effective, but in no event later than 30 Business Days thereafter (such
30th day being the "Consummation Deadline").
                    ---------------------

         (c) The Authority shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Initial Notes acquired
directly from the Authority or any Affiliate of the Authority) may exchange such
Transfer Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.

         Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Authority shall
permit the use of the Prospectus contained in the Exchange Offer Registration
Statement by such Broker-Dealer to satisfy such prospectus delivery requirement.
To the extent necessary to ensure that the prospectus contained in the Exchange
Offer Registration Statement is available for sales of Exchange Notes by
Broker-Dealers, the Authority agrees to use its best efforts to keep the
Exchange Offer Registration Statement continuously effective, supplemented,
amended and current as required by and subject to the provisions of Section 6(a)
and (c) hereof and in conformity with the requirements of this Agreement, the
Act and the policies, rules and regulations of the Commission as announced from
time to time, for a period of one year from the Consummation Deadline or such
shorter period as will terminate when all Transfer Restricted Securities covered
by such Registration Statement have been sold pursuant thereto. The Authority
shall provide sufficient copies of the latest version of such Prospectus to such
Broker-Dealers, promptly upon request, and in no event later than one day after
such request, at any time during such period.

SECTION 4.  SHELF REGISTRATION

         (a) Shelf Registration. If (i) the Exchange Offer is not permitted by
             ------------------
applicable law (after the Authority has complied with the procedures set forth
in Section 6(a)(i) below) or (ii) if any Holder of Transfer Restricted
Securities shall notify the Authority within 20 Business Days following the
Consummation Deadline that (A) such Holder was prohibited by law or Commission
policy from participating in the Exchange Offer or (B) such Holder may not
resell the Exchange Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by
such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes
acquired directly from the Authority or any of its Affiliates, then the
Authority shall:

                  (x) cause to be filed, on or prior to 30 days after the
         earlier of (i) the date on which the Authority determines that the
         Exchange Offer Registration Statement cannot be filed as a result of
         clause (a)(i) above and (ii) the date on which the Authority receives
         the notice specified in clause (a)(ii) above (such earlier date, the
         "Filing Deadline"), a shelf registration statement pursuant to Rule 415
          ---------------
         under the Act (which may be an amendment to the Exchange

                                      -4-
<PAGE>

         Offer Registration Statement (the "Shelf Registration Statement")),
                                            ----------------------------
         relating to all Transfer Restricted Securities, and

                  (y) use its best efforts to cause such Shelf Registration
         Statement to become effective on or prior to 90 days after the Filing
         Deadline for the Shelf Registration Statement (such 90th day the
         "Effectiveness Deadline").
          ----------------------

         If, after the Authority has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Authority
is required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Authority shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

         To the extent necessary to ensure that the Shelf Registration Statement
is available for sales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a) and the other securities required
to be registered therein pursuant to Section 6(b)(ii) hereof, the Authority
shall use its best efforts to keep any Shelf Registration Statement required by
this Section 4(a) continuously effective, supplemented, amended and current as
required by and subject to the provisions of Sections 6(b) and (c) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years (as extended pursuant to Section 6(c)(i)) following
the Closing Date or such shorter period as will terminate when all Transfer
Restricted Securities covered by such Shelf Registration Statement have been
sold pursuant thereto.

         (b) Provision by Holders of Certain Information in Connection with the
             ------------------------------------------------------------------
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
----------------------------
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Authority in writing, within 20 days after receipt of a request therefor,
the information specified in Item 507 or 508 of Regulation S-K, as applicable,
of the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to additional interest pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. Each selling Holder agrees to furnish promptly additional
information required to be disclosed in order to make the information previously
furnished to the Authority by such Holder not materially misleading.

SECTION 5.  ADDITIONAL INTEREST

         If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) any Registration Statement required by this Agreement is filed and
declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded within 2 days by a
post-effective amendment to such Registration Statement that cures such failure
and that is itself declared effective within 5 days of filing such
post-effective amendment to such Registration Statement (each such event
referred to in clauses (i) through (iv), a "Registration Default"), then the
                                            --------------------
Authority hereby agrees to pay to each Holder of Transfer Restricted Securities
affected thereby ad-

                                      -5-
<PAGE>

ditional interest in an amount equal to 25 basis points per 90-day period of the
principal amount of Transfer Restricted Securities held by such Holder for the
90-day period or portion thereof that the Registration Default continues for the
first 90-day period immediately following the occurrence of such Registration
Default. The amount of the additional interest shall increase by an additional
25 basis points with respect to each subsequent 90-day period until all
Registration Defaults have been cured, up to a maximum amount of additional
interest of 1% per annum of the principal amount of Transfer Restricted
Securities; provided that the Authority shall in no event be required to pay
additional interest for more than one Registration Default at any given time.
Notwithstanding anything to the contrary set forth herein, (1) upon filing of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (i) above, (2) upon the effectiveness of
the Exchange Offer Registration Statement (and/or, if applicable, the Shelf
Registration Statement), in the case of (ii) above, (3) upon Consummation of the
Exchange Offer, in the case of (iii) above, or (4) upon the filing of a
post-effective amendment to the Registration Statement or an additional
Registration Statement that causes the Exchange Offer Registration Statement
(and/or, if applicable, the Shelf Registration Statement) to again be declared
effective or made usable in the case of (iv) above, the additional interest
payable with respect to the Transfer Restricted Securities as a result of such
clause (i), (ii), (iii) or (iv), as applicable, shall cease.

         All accrued additional interest shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture and
the Initial Notes, on each Interest Payment Date, as more fully set forth in the
Indenture and the Initial Notes. Notwithstanding the fact that any securities
for which additional interest is due cease to be Transfer Restricted Securities,
all obligations of the Authority to pay additional interest with respect to
securities shall survive until such time as such obligations with respect to
such securities shall have been satisfied in full.

SECTION 6.  REGISTRATION PROCEDURES

         (a) Exchange Offer Registration Statement. In connection with the
             -------------------------------------
Exchange Offer, the Authority shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use its best efforts to effect such exchange and to
permit the resale of Exchange Notes by Broker-Dealers that tendered in the
Exchange Offer Initial Notes that such Broker-Dealer acquired for its own
account as a result of its market-making activities or other trading activities
(other than Initial Notes acquired directly from the Authority or any of its
Affiliates) being sold in accordance with the intended method or methods of
distribution thereof, and (z) comply with all of the following provisions:

                  (i)      If, following the date hereof, there has been
         announced a change in Commission policy with respect to exchange offers
         such as the Exchange Offer that in the reasonable opinion of counsel to
         the Authority raises a substantial question as to whether the Exchange
         Offer is permitted by applicable federal law, the Authority hereby
         agrees to seek a no-action letter or other favorable decision from the
         Commission staff allowing the Authority to Consummate an Exchange Offer
         for such Transfer Restricted Securities. In connection with the
         foregoing, the Authority hereby agrees to take all actions as may be
         required in connection with the issuance of such decision, including
         without limitation (A) participating in telephonic conferences with the
         Commission, (B) delivering to the Commission staff an analysis prepared
         by counsel to the Authority setting forth the legal bases, if any, upon
         which such counsel has concluded that such an Exchange Offer should be
         permitted and (C) diligently pursuing a resolution (which need not be
         favorable) by the Commission staff.

                                      -6-
<PAGE>

                  (ii)     As a condition to its participation in the Exchange
         Offer, each Holder of Transfer Restricted Securities (including,
         without limitation, any Holder who is a Broker-Dealer) shall furnish,
         upon the request of the Authority, prior to the Consummation of the
         Exchange Offer, a written representation to the Authority (which may be
         contained in the letter of transmittal contemplated by the Exchange
         Offer Registration Statement) to the effect that (A) it is not an
         Affiliate of the Authority, (B) it is not engaged in, and does not
         intend to engage in, and has no arrangement or understanding with any
         person to participate in, a distribution of the Exchange Notes to be
         issued in the Exchange Offer and (C) it is acquiring the Exchange Notes
         in its ordinary course of business. As a condition to its participation
         in the Exchange Offer, each Holder using the Exchange Offer to
         participate in a distribution of the Exchange Notes shall acknowledge
         and agree that, if the resales are of Exchange Notes obtained by such
         Holder in exchange for Initial Notes acquired directly from the
         Authority or an Affiliate thereof, it (1) could not, under Commission
         policy as in effect on the date of this Agreement, rely on the position
         of the Commission enunciated in Exxon Capital Holdings Corporation
                                         ----------------------------------
         (available May 13, 1988) and Morgan Stanley and Co., Inc. (available
                                      ----------------------------
         June 5, 1991), as interpreted in the Commission's letter to Shearman &
                                                                     ----------
         Sterling dated July 2, 1993, and similar no-action letters (including,
         --------
         if applicable, any no-action letter obtained pursuant to clause (i)
         above), and (2) must comply with the registration and prospectus
         delivery requirements of the Act in connection with a secondary resale
         transaction and that such a secondary resale transaction must be
         covered by an effective registration statement containing the selling
         security holder information required by Item 507 or 508, as applicable,
         of Regulation S-K.

                  (iii)    Prior to effectiveness of the Exchange Offer
         Registration Statement, the Authority shall provide a supplemental
         letter to the Commission (A) stating that the Authority is registering
         the Exchange Offer in reliance on the position of the Commission
         enunciated in Exxon Capital Holdings Corporation (available May 13,
                       ----------------------------------
         1988) and Morgan Stanley and Co., Inc. (available June 5, 1991) as
                   ----------------------------
         interpreted in the Commission's letter to Shearman & Sterling dated
                                                   -------------------
         July 2, 1993, and, if applicable, any no-action letter obtained
         pursuant to clause (i) above, (B) including a representation that the
         Authority has not entered into any arrangement or understanding with
         any person to distribute the Exchange Notes to be received in the
         Exchange Offer and that, to the best of the Authority's information and
         belief, each Holder participating in the Exchange Offer is acquiring
         the Exchange Notes in its ordinary course of business and has no
         arrangement or understanding with any person to participate in the
         distribution of the Exchange Notes received in the Exchange Offer and
         (C) any other undertaking or representation required by the Commission
         as set forth in any no-action letter obtained pursuant to clause (i)
         above, if applicable.

         (b)  Shelf Registration Statement.  In connection with the Shelf
              ----------------------------
Registration Statement, the Authority shall:

                  (i)      comply with all the provisions of Section 6(c) below
         and use its best efforts to effect such registration to permit the sale
         of the Transfer Restricted Securities being sold in accordance with the
         intended method or methods of distribution thereof (as indicated in the
         information furnished to the Authority pursuant to Section 4(b)
         hereof), and pursuant thereto the Authority will prepare and file with
         the Commission a Registration Statement relating to the registration on
         any appropriate form under the Act, which form shall be available for
         the sale of the Transfer Restricted Securities in accordance with the
         intended method or methods

                                      -7-
<PAGE>

         of distribution thereof within the time periods and otherwise in
         accordance with the provisions hereof, and

                  (ii)     issue, upon the request of any Holder or purchaser of
         Initial Notes covered by any Shelf Registration Statement contemplated
         by this Agreement, Exchange Notes having an aggregate principal amount
         equal to the aggregate principal amount of Initial Notes sold pursuant
         to the Shelf Registration Statement and surrendered to the Authority
         for cancellation. The Authority shall register Exchange Notes on the
         Shelf Registration Statement for this purpose and issue the Exchange
         Notes to the purchaser(s) of securities subject to the Shelf
         Registration Statement in the names as such purchaser(s) shall
         designate.

         (c)  General Provisions.  In connection with any Registration Statement
              ------------------
and any related Prospectus required by this Agreement, the Authority shall:

                  (i)      use its best efforts to keep such Registration
         Statement continuously effective and provide all requisite financial
         statements for the period specified in Section 3 or 4 of this
         Agreement, as applicable. Upon the occurrence of any event that would
         cause any such Registration Statement or the Prospectus contained
         therein (A) to contain an untrue statement of material fact or omit to
         state any material fact necessary to make the statements therein not
         misleading or (B) not to be effective and usable for resale of Transfer
         Restricted Securities during the period required by this Agreement, the
         Authority shall file promptly an appropriate amendment to such
         Registration Statement curing such defect, and, if Commission review is
         required, use its best efforts to cause such amendment to be declared
         effective as soon as practicable;

                  (ii)     prepare and file with the Commission such amendments
         and post-effective amendments to the applicable Registration Statement
         as may be necessary to keep such Registration Statement effective for
         the applicable period set forth in Section 3 or 4 hereof, as the case
         may be, cause the Prospectus to be supplemented by any required
         Prospectus supplement, and as so supplemented to be filed pursuant to
         Rule 424 under the Act, and to comply fully with Rules 424, 430A and
         462, as applicable, under the Act in a timely manner; and comply with
         the provisions of the Act with respect to the disposition of all
         securities covered by such Registration Statement during the applicable
         period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                  (iii)    advise each Holder promptly and, if requested by such
         Holder, confirm such advice in writing, (A) when the Prospectus or any
         Prospectus supplement or post-effective amendment has been filed, and,
         with respect to any applicable Registration Statement or any
         post-effective amendment thereto, when the same has become effective,
         (B) of any request by the Commission for amendments to the Registration
         Statement or amendments or supplements to the Prospectus or for
         additional information relating thereto, (C) of the issuance by the
         Commission of any stop order suspending the effectiveness of the
         Registration Statement under the Act or of the suspension by any state
         securities commission of the qualification of the Transfer Restricted
         Securities for offering or sale in any jurisdiction, or the initiation
         of any proceeding for any of the preceding purposes, (D) of the
         existence of any fact or the happening of any event that makes any
         statement of a material fact made in the Registration Statement, the
         Prospectus, any amendment or supplement thereto or any document
         incorpo-

                                      -8-
<PAGE>

         rated by reference therein untrue, or that requires the making of any
         additions to or changes in the Registration Statement in order to make
         the statements therein not misleading, or that requires the making of
         any additions to or changes in the Prospectus in order to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading. If at any time the Commission shall issue
         any stop order suspending the effectiveness of the Registration
         Statement, or any state securities commission or other regulatory
         authority shall issue an order suspending the qualification or
         exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Authority shall use its
         best efforts to obtain the withdrawal or lifting of such order at the
         earliest possible time;

                  (iv)     subject to Section 6(c)(i), if any fact or event
         contemplated by Section 6(c)(iii)(D) above shall exist or have
         occurred, prepare a supplement or post-effective amendment to the
         Registration Statement or related Prospectus or any document
         incorporated therein by reference or file any other required document
         so that, as thereafter delivered to the purchasers of Transfer
         Restricted Securities, the Prospectus will not contain an untrue
         statement of a material fact or omit to state any material fact
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading;

                  (v)      furnish to each Holder in connection with such
         exchange or sale, if any, before filing with the Commission, copies of
         any Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review and comment of such Holders in connection with
         such sale, if any, for a period of at least five Business Days, and the
         Authority will use its best efforts to reflect in each such
         Registration Statement or Prospectus or any amendment or supplement to
         any such Registration Statement or Prospectus (including all such
         documents incorporated by reference) when so filed with the Commission,
         such comments proposed by such Holders. A Holder shall be deemed to
         have objected to such filing if such Registration Statement, amendment,
         Prospectus or supplement, as applicable, as proposed to be filed,
         contains an untrue statement of a material fact or omits to state any
         material fact necessary to make the statements therein not misleading
         or fails to comply with the applicable requirements of the Act;

                  (vi)     promptly prior to the filing of any document that is
         to be incorporated by reference into a Registration Statement or
         Prospectus, provide copies of such document to each Holder in
         connection with such exchange or sale, if any, make the Authority's
         representatives available for discussion of such document and other
         customary due diligence matters, and include such information in such
         document prior to the filing thereof as such Holders may reasonably
         request;

                  (vii)    make available, at reasonable times, for inspection
         by each Holder and any attorney or accountant retained by such Holders,
         all financial and other records, pertinent corporate documents of the
         Authority and cause the Authority's officers, board members and
         employees to supply all information reasonably requested by any such
         Holder, attorney or accountant in connection with such Registration
         Statement or any post-effective amendment thereto subsequent to the
         filing thereof and prior to its effectiveness;

                                      -9-
<PAGE>

                  (viii)    if requested by any Holders in connection with such
         exchange or sale, promptly include in any Registration Statement or
         Prospectus, pursuant to a supplement or post-effective amendment if
         necessary, such information as such Holders may reasonably request to
         have included therein, including, without limitation, information
         relating to the "Plan of Distribution" of the Transfer Restricted
         Securities, and make all required filings of such Prospectus supplement
         or post-effective amendment as soon as practicable after the Authority
         is notified of the matters to be included in such Prospectus supplement
         or post-effective amendment;

                  (ix)     furnish to each Holder in connection with such
         exchange or sale, without charge, at least one copy of the Registration
         Statement, as first filed with the Commission, and of each amendment
         thereto, including all documents incorporated by reference therein and
         all exhibits (including exhibits incorporated therein by reference);

                  (x)      deliver to each Holder without charge, as many copies
         of the Prospectus (including each preliminary prospectus) and any
         amendment or supplement thereto as such Persons reasonably may request;
         the Authority hereby consents to the use (in accordance with law) of
         the Prospectus and any amendment or supplement thereto by each selling
         Holder in connection with the offering and the sale of the Transfer
         Restricted Securities covered by the Prospectus or any amendment or
         supplement thereto;

                  (xi)     upon the request of any Holder, enter into such
         agreements (including underwriting agreements) and make such
         representations and warranties and take all such other actions in
         connection therewith in order to expedite or facilitate the disposition
         of the Transfer Restricted Securities pursuant to any applicable
         Registration Statement contemplated by this Agreement as may be
         reasonably requested by any Holder in connection with any sale or
         resale pursuant to any applicable Registration Statement. In such
         connection, the Authority shall:

                           (A)    upon request of any Holder, furnish (or in the
                  case of paragraphs (2) and (3), use its best efforts to cause
                  to be furnished) to each Holder, upon Consummation of the
                  Exchange Offer or upon the effectiveness of the Shelf
                  Registration Statement, as the case may be:

                                  (1)  a certificate, dated such date, signed
                           on behalf of the Authority by the Chairman of the
                           Management Board confirming, as of the date thereof,
                           the matters set forth in Section 6(d) of the Purchase
                           Agreement and such other similar matters as such
                           Holders may reasonably request;

                                  (2)  an opinion, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Authority
                           covering such matters as such Holder may reasonably
                           request and are customarily given in similar
                           offerings; and

                                  (3)  a customary comfort letter, dated the
                           date of Consummation of the Exchange Offer, or as of
                           the date of effectiveness of the Shelf Registration
                           Statement, as the case may be, from the Authority's
                           independent ac-

                                      -10-
<PAGE>

                           countants, in the customary form and covering matters
                           of the type customarily covered in comfort letters to
                           underwriters in connection with underwritten
                           offerings, and affirming the matters set forth in the
                           comfort letters delivered pursuant to Section 6(e) of
                           the Purchase Agreement; and

                           (B)    deliver such other documents and certificates
                  as may be reasonably requested by the selling Holders to
                  evidence compliance with the matters covered in clause (A)
                  above and with any customary conditions contained in any
                  agreement entered into by the Authority pursuant to this
                  clause (xi);

                  (xii)    prior to any public offering of Transfer Restricted
         Securities, cooperate with the selling Holders and their counsel in
         connection with the registration and qualification of the Transfer
         Restricted Securities under the securities or Blue Sky laws of such
         jurisdictions as the selling Holders may request and do any and all
         other acts or things necessary or advisable to enable the disposition
         in such jurisdictions of the Transfer Restricted Securities covered by
         the applicable Registration Statement; provided, however, that the
         Authority shall not be required to register or qualify as a foreign
         corporation where it is not now so qualified or to take any action that
         would subject it to the service of process in suits or to taxation,
         other than as to matters and transactions relating to the Registration
         Statement, in any jurisdiction where it is not now so subject;

                  (xiii)   in connection with any sale of Transfer Restricted
         Securities that will result in such securities no longer being Transfer
         Restricted Securities, cooperate with the Holders to facilitate the
         timely preparation and delivery of certificates representing Transfer
         Restricted Securities to be sold and not bearing any restrictive
         legends; and to register such Transfer Restricted Securities in such
         denominations and such names as the selling Holders may request at
         least two Business Days prior to such sale of Transfer Restricted
         Securities;

                  (xiv)    use its best efforts to cause the disposition of the
         Transfer Restricted Securities covered by the Registration Statement to
         be registered with or approved by such other governmental agencies or
         authorities as may be necessary to enable the seller or sellers thereof
         to consummate the disposition of such Transfer Restricted Securities,
         subject to the proviso contained in clause (xii) above;

                  (xv)     provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of a Registration
         Statement covering such Transfer Restricted Securities and provide the
         Trustee under the Indenture with printed certificates for the Transfer
         Restricted Securities which are in a form eligible for deposit with the
         Depository Trust Company;

                  (xvi)    otherwise use its best efforts to comply with all
         applicable rules and regulations of the Commission, and make generally
         available to its security holders with regard to any applicable
         Registration Statement, as soon as practicable, a consolidated earning
         statement meeting the requirements of Rule 158 (which need not be
         audited) covering a 12-month period beginning after the effective date
         of the Registration Statement (as such term is defined in paragraph (c)
         of Rule 158 under the Act);

                                      -11-
<PAGE>

                  (xvii)   cause the Indenture to be qualified under the TIA not
         later than the effective date of the first Registration Statement
         required by this Agreement and, in connection therewith, cooperate with
         the Trustee and the Holders to effect such changes to the Indenture as
         may be required for such Indenture to be so qualified in accordance
         with the terms of the TIA; and execute and use its best efforts to
         cause the Trustee to execute, all documents that may be required to
         effect such changes and all other forms and documents required to be
         filed with the Commission to enable such Indenture to be so qualified
         in a timely manner; and

                  (xviii)  provide promptly to each Holder, upon request, each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act.

         (d) Restrictions on Holders. Each Holder agrees by acquisition of a
             -----------------------
Transfer Restricted Security that, upon receipt of the notice referred to in
Section 6(c)(iii)(C) or any notice from the Authority of the existence of any
fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a
"Suspension Notice"), such Holder will forthwith discontinue disposition of
 -----------------
Transfer Restricted Securities pursuant to the applicable Registration Statement
until (i) such Holder has received copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(iv) hereof, or (ii) such Holder is
advised in writing by the Authority that the use of the Prospectus may be
resumed, and has received copies of any additional or supplemental filings that
are incorporated by reference in the Prospectus (in each case, the
"Recommencement Date"). Each Holder receiving a Suspension Notice hereby agrees
 -------------------
that it will either (i) destroy any Prospectuses, other than permanent file
copies, then in such Holder's possession which have been replaced by the
Authority with more recently dated Prospectuses or (ii) deliver to the Authority
(at the Authority's expense) all copies, other than permanent file copies, then
in such Holder's possession of the Prospectus covering such Transfer Restricted
Securities that was current at the time of receipt of the Suspension Notice. The
time period regarding the effectiveness of such Registration Statement set forth
in Section 3 or 4 hereof, as applicable, shall be extended by a number of days
equal to the number of days in the period from and including the date of
delivery of the Suspension Notice to the date of delivery of the Recommencement
Date.

         (e) Underwritten Offerings. No Holder may participate in any
             ----------------------
underwritten Shelf Registration Statement hereunder unless such Holder (i)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in any underwriting arrangements entered into in connection therewith
and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.

SECTION 7.  REGISTRATION EXPENSES

         (a) All expenses incident to the Authority's performance of or
compliance with this Agreement will be borne by the Authority, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including printing certificates for the
Exchange Notes to be issued in the Exchange Offer and printing of prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Authority and the Holders of Transfer Restricted Securities;
(v) all application and filing fees in connection with listing the Exchange
Notes on a national securities exchange or automated quotation system pursuant
to the requirements hereof; and (vi) all fees and dis-

                                      -12-
<PAGE>

bursements of independent certified public accountants of the Authority
(including the expenses of any special audit and comfort letters required by or
incident to such performance).

         The Authority will, in any event, bear its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expenses of any annual
audit and the fees and expenses of any person, including special experts,
retained by the Authority.

         (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Authority will reimburse
the Holders of Transfer Restricted Securities who are tendering Initial Notes
into the Exchange Offer and/or selling or reselling Initial Notes or Exchange
Notes pursuant to the "Plan of Distribution" contained in the Exchange Offer
Registration Statement or the Shelf Registration Statement, as applicable, for
the reasonable fees and disbursements of not more than one counsel, as may be
chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being
prepared.

         The Holders of any Initial Notes or Exchange Notes being registered on
the Shelf Registration Statement shall pay all agency or brokerage fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Initial Notes or Exchange Notes and the fees and disbursements of any
counsel retained by such Holders.

SECTION 8.  INDEMNIFICATION

         (a) The Authority agrees to indemnify and hold harmless each Holder,
its directors, officers and each person, if any, who controls such Holder
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act),
from and against any and all losses, claims, damages, liabilities, judgments
(including without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action that
could give rise to any such losses, claims, damages, liabilities or judgments)
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto) provided by the Authority to any Holder
or any prospective purchaser of Exchange Notes or registered Initial Notes, or
caused by any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
judgments are caused by an untrue statement or omission or alleged untrue
statement or omission that is based upon information relating to any of the
Holders furnished in writing to the Authority by any of the Holders.

         (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Authority and its directors and
officers, and each person, if any, who controls (within the meaning of Section
15 of the Act or Section 20 of the Exchange Act) the Authority to the same
extent as the foregoing indemnity from the Authority set forth in section (a)
above, but only with reference to information relating to such Holder furnished
in writing to the Authority by such Holder expressly for use in any Registration
Statement. In no event shall any Holder, its directors, officers or any person
who controls such Holder be liable or responsible for any amount in excess of
the amount by which the total amount received by such Holder with respect to its
sale of Transfer Restricted Securities pursuant to a Registration Statement
exceeds (i) the amount paid by such Holder for such Transfer Restricted
Securities and (ii) the amount of any damages that such Holder, its di-

                                      -13-
<PAGE>

rectors, officers or any person who controls such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.

         (c) In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
 -----------------
against whom such indemnity may be sought (the "indemnifying person") in writing
                                                -------------------
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all fees and expenses of such counsel, as incurred (except that
in the case of any action in respect of which indemnity may be sought pursuant
to both Sections 8(a) and 8(b), a Holder shall not be required to assume the
defense of such action pursuant to this Section 8(c), but may employ separate
counsel and participate in the defense thereof, but the fees and expenses of
such counsel, except as provided below, shall be at the expense of the Holder).
Any indemnified party shall have the right to employ separate counsel in any
such action and participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of the indemnified party unless (i) the
employment of such counsel shall have been specifically authorized in writing by
the indemnifying party, (ii) the indemnifying party shall have failed to assume
the defense of such action or employ counsel reasonably satisfactory to the
indemnified party or (iii) the named parties to any such action (including any
impleaded parties) include both the indemnified party and the indemnifying
party, and the indemnified party shall have been advised by such counsel that
there may be one or more legal defenses available to it which are different from
or additional to those available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such action
on behalf of the indemnified party). In any such case, the indemnifying party
shall not, in connection with any one action or separate but substantially
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances, be liable for the fees and expenses of
more than one separate firm of attorneys (in addition to any local counsel) for
all indemnified parties and all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by a majority of the
Holders, in the case of the parties indemnified pursuant to Section 8(a), and by
the Authority, in the case of parties indemnified pursuant to Section 8(b). The
indemnifying party shall indemnify and hold harmless the indemnified party from
and against any and all losses, claims, damages, liabilities and judgments by
reason of any settlement of any action (i) effected with its written consent or
(ii) effected without its written consent if the settlement is entered into more
than 20 Business Days after the indemnifying party shall have received a request
from the indemnified party for reimbursement for the fees and expenses of
counsel (in any case where such fees and expenses are at the expense of the
indemnifying party) and, prior to the date of such settlement, the indemnifying
party shall have failed to comply with such reimbursement request. No
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of
judgment with respect to, any pending or threatened action in respect of which
the indemnified party is or could have been a party and indemnity or
contribution may be or could have been sought hereunder by the indemnified
party, unless such settlement, compromise or judgment (i) includes an
unconditional release of the indemnified party from all liability on claims that
are or could have been the subject matter of such action and (ii) does not
include a statement as to or an admission of fault, capability or a failure to
act, by or on behalf of the indemnified party.

         (d) To the extent that the indemnification provided for in this Section
8 is unavailable to an indemnified party in respect of any losses, claims,
damages, liabilities or judgments referred to therein, then each indemnifying
party, in lieu of indemnifying such indemnified party, shall contribute to the
amount paid or payable by such indemnified party as a result of such losses,
claims, dam-

                                      -14-
<PAGE>

ages, liabilities or judgments (i) in such proportion as is appropriate to
reflect the relative benefits received by the Authority, on the one hand, and
the Holders, on the other hand, from their sale of Transfer Restricted
Securities or (ii) if the allocation provided by clause 8(d)(i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause 8(d)(1) above but also the relative
fault of the Authority, on the one hand, and of the Holder, on the other hand,
in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or judgments, as well as any other relevant
equitable considerations. The relative fault of the Authority, on the one hand,
and of the Holder, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Authority, on the one hand, or by the Holder, on the
other hand, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The amount
paid or payable by a party as a result of the losses, claims, damages,
liabilities and judgments referred to above shall be deemed to include, subject
to the limitations set forth in the second paragraph of Section 8(a), any legal
or other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.

         The Authority and each Holder agree that it would not be just and
equitable if contribution pursuant to this Section 8(d) were determined by pro
rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, liabilities or judgments referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any matter, including any
action that could have given rise to such losses, claims, damages, liabilities
or judgments. Notwithstanding the provisions of this Section 8, no Holder, its
directors, its officers or any person, if any, who controls such Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the total received by such Holder with respect to the sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages which such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Holders'
obligations to contribute pursuant to this Section 8(d) are several in
proportion to the respective principal amount of Transfer Restricted Securities
held by each Holder hereunder and not joint.

SECTION 9.  RULE 144A AND RULE 144

         The Authority agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Authority (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

                                      -15-
<PAGE>

SECTION 10.  CONSENT TO SUIT

         The Authority waives its sovereign immunity from unconsented suit,
whether such suit be brought in law or in equity, or in administrative
proceedings or proceedings in arbitration, to permit the commencement,
maintenance, and enforcement of any action, by any person with standing to
maintain an action, to interpret or enforce the terms of this Agreement, and to
enforce and execute any judgment resulting therefrom against the Authority or
the assets of the Authority. Notwithstanding any other provision of law or canon
of construction, the Authority intends this waiver to be interpreted liberally
to permit the full litigation of disputes arising under or out of this
Agreement. Without limiting the generality of the foregoing, the Authority
waives its immunity from unconsented suit to permit the maintenance of the
following actions:

                  (i)      Courts. The Authority waives its immunity from
                           ------
         unconsented suit to permit any court of competent jurisdiction to: (i)
         enforce and interpret the terms of this Agreement, and award and
         enforce the award of damages owing as a consequence of a breach
         thereof, whether such award is the product of litigation,
         administrative proceedings or arbitration; (ii) determine whether any
         consent or approval of the Authority has been improperly granted or
         unreasonably withheld; (iii) enforce any judgment prohibiting the
         Authority from taking any action, or mandating or obligating the
         Authority to take any action, including a judgment compelling the
         Authority to submit to binding arbitration; and (iv) adjudicate any
         claim under the Indian Civil Rights Act of 1968, 25 U.S.C. ss. 1302 (or
         any successor statute).

                  (ii)     Arbitration. The Authority waives its immunity from
                           -----------
         unconsented suit to permit arbitrators, appointed and acting under the
         commercial arbitration rules of the American Arbitration Association,
         whenever and to the extent any agreement to submit a matter to
         arbitration is made by the Authority, to: (i) enforce and interpret the
         terms of this Agreement and to award and enforce the award of any
         damages owing as a consequence thereof, (ii) determine whether any
         consent or approval of the Authority has been unreasonably withheld;
         and (iii) enforce any judgment prohibiting the Authority from taking
         any action, or mandating or obligating the Authority to take any
         action, including a judgment compelling the Authority to submit to
         binding arbitration.

SECTION 11.  MISCELLANEOUS

         (a) Remedies. The Authority acknowledges and agrees that any failure by
             --------
the Authority to comply with its obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Authority's obligations under Sections 3
and 4 hereof. The Authority further agrees to waive the defense in any action
for specific performance that a remedy at law would be adequate.

         (b) No Inconsistent Agreements. The Authority will not, on or after the
             --------------------------
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with
the rights granted to the holders of the Authority's securities under any
agreement in effect on the date hereof.

                                     -16-
<PAGE>

         (c) Amendments and Waivers. The provisions of this Agreement may not be
             ----------------------
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 11(c)(i), the Authority has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Authority has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Authority or its Affiliates). Notwithstanding the foregoing, a waiver or consent
to departure from the provisions hereof that relates exclusively to the rights
of Holders whose Transfer Restricted Securities are being tendered pursuant to
the Exchange Offer, and that does not affect directly or indirectly the rights
of other Holders whose Transfer Restricted Securities are not being tendered
pursuant to such Exchange Offer, may be given by the Holders of a majority of
the outstanding principal amount of Transfer Restricted Securities subject to
such Exchange Offer.

         (d) Third Party Beneficiary. The Holders shall be third party
             -----------------------
beneficiaries to the agreements made hereunder between the Authority, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect its rights or the rights of Holders hereunder.

         (e) Notices. All notices and other communications provided for or
             -------
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (i)      if to a Holder, at the address set forth on the
         records of the Registrar under the Indenture, with a copy to the
         Registrar under the Indenture; and

                  (ii)     if to the Authority:

                           Mohegan Tribal Gaming Authority
                           1 Mohegan Sun Boulevard
                           Uncasville, CT  06382
                           Telecopier No.:  (860) 204-6153
                           Attention:  Mark F. Brown

                           With a copy to:

                           Hogan & Hartson L.L.P.
                           555 Thirteenth Street, NW
                           Washington, DC  20004
                           Telecopier No.:  (202) 637-5910
                           Attention:  James E. Showen, Esq.

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if telecopied; and on the next Business Day, if timely delivered
to an air courier guaranteeing overnight delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the person giving the same to the Trustee at the
address specified in the Indenture.

                                      -17-
<PAGE>

         (f) Successors and Assigns. This Agreement shall inure to the benefit
             ----------------------
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders; provided, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in
violation of the terms hereof or of the Purchase Agreement or the Indenture. If
any transferee of any Holder shall acquire Transfer Restricted Securities in any
manner, whether by operation of law or otherwise, such Transfer Restricted
Securities shall be held subject to all of the terms of this Agreement, and by
taking and holding such Transfer Restricted Securities such person shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement, including the restrictions on resale set
forth in this Agreement and, if applicable, the Purchase Agreement, and such
person shall be entitled to receive the benefits hereof.

         (g) Counterparts. This Agreement may be executed in any number of
             ------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

         (h) Headings. The headings in this Agreement are for convenience of
             --------
reference only and shall not limit or otherwise affect the meaning hereof.

         (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
             -------------
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).

         (j) Severability. In the event that any one or more of the provisions
             ------------
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

         (k) Entire Agreement. This Agreement is intended by the parties as a
             ----------------
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.

                                      -18-
<PAGE>

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                              MOHEGAN TRIBAL GAMING AUTHORITY


                                              By:    /s/ Mark F. Brown
                                                  ------------------------------
                                                  Name:  Mark F. Brown
                                                  Title: Chairman, Management
                                                         Board


SALOMON SMITH BARNEY INC.


By:      /s/ Evan Ladouceur
       ----------------------------------
       Name:  Evan Ladouceur
       Title: Director

                                      -19-