<PAGE>

                                                                     EXHIBIT 4.9

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                         MOHEGAN TRIBAL GAMING AUTHORITY
                                     ISSUER





                    8 3/8% SENIOR SUBORDINATED NOTES DUE 2011



                           ---------------------------

                                    INDENTURE

                            Dated as of July 26, 2001

                           ---------------------------


 Mohegan Tribal Gaming Authority of the Mohegan Tribe of Indians of Connecticut


                     Mohegan Tribe of Indians of Connecticut


                           ---------------------------

                       State Street Bank and Trust Company

                                     Trustee

                           ---------------------------



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<PAGE>

                             CROSS-REFERENCE TABLE*
                             ---------------------


Trust Indenture
Act Section                                                    Indenture Section
---------------                                                -----------------

310 (a)(1).................................................      7.10
    (a)(2).................................................      7.10
    (a)(3).................................................      N.A.
    (a)(4).................................................      N.A.
    (a)(5).................................................      7.10
    (b)....................................................      7.10
    (c)....................................................      N.A.
311 (a)....................................................      7.11
    (b)....................................................      7.11
    (c)....................................................      N.A.
312 (a)....................................................      2.05
    (b)....................................................      12.03
    (c)....................................................      12.03
313 (a)....................................................      7.06
    (b)(2).................................................      7.06
    (c)....................................................      7.06; 12.02
    (d)....................................................      7.06
314 (a)....................................................      4.03; 12.05
    (c)(1).................................................      12.04
    (c)(2).................................................      12.04
    (c)(3).................................................      N.A.
    (e)....................................................      12.05
    (f)....................................................      N.A.
315 (a)....................................................      7.01
    (b)....................................................      7.05, 12.02
    (c)....................................................      7.01
    (d)....................................................      7.01
    (e)....................................................      6.11
316 (a)(last sentence).....................................      2.09
    (a)(1)(A)..............................................      6.05
    (a)(1)(13).............................................      6.04
    (a)(2).................................................      N.A.
    (b)....................................................      N.A.
    (c)....................................................      2.12
317 (a)(1).................................................      6.08
    (a)(2).................................................      6.09
    (b)....................................................      2.04
318 (a)....................................................      12.01
    (b)....................................................      N.A.
    (c)....................................................      12.01


----------------------
N.A. means not applicable.
*  This Cross-Reference Table is not part of the Indenture.
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.    Definitions..................................................1
Section 1.02.    Other Definitions...........................................24
Section 1.03.    Incorporation by Reference of Trust Indenture Act...........25
Section 1.04.    Rules of Construction.......................................25


                                    ARTICLE 2

                                    THE NOTES

Section 2.01.    Form and Dating.............................................26
Section 2.02.    Execution and Authentication................................26
Section 2.03.    Registrar and Paying Agent..................................28
Section 2.04.    Paying Agent to Hold Money in Trust.........................28
Section 2.05.    Holder Lists................................................29
Section 2.06.    Transfer and Exchange.......................................29
Section 2.07.    Replacement Notes...........................................43
Section 2.08.    Outstanding Notes...........................................43
Section 2.09.    Treasury Notes..............................................44
Section 2.10.    Temporary Notes.............................................44
Section 2.11.    Cancellation................................................44
Section 2.12.    Defaulted Interest..........................................44
Section 2.13.    CUSIP Numbers...............................................45
Section 2.14     Ranking.....................................................47


                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT

Section 3.01.    Notices to Trustee..........................................45
Section 3.02.    Selection of Notes to Be Redeemed...........................45
Section 3.03.    Notice of Redemption........................................46
Section 3.04.    Effect of Notice of Redemption..............................47
Section 3.05.    Deposit of Redemption Price.................................47
Section 3.06.    Notes Redeemed in Part......................................47
Section 3.07.    Optional Redemption.........................................48
Section 3.08.    Redemption Pursuant to Gaming Law...........................48
<PAGE>

Section 3.09.    Mandatory Redemption........................................49
Section 3.10.    Offer to Purchase by Application of Excess Proceeds.........49


                                    ARTICLE 4

                                    COVENANTS

Section 4.01.    Payment of Notes............................................51
Section 4.02.    Maintenance of Office or Agency.............................51
Section 4.03.    Reports.....................................................52
Section 4.04.    Compliance Certificate......................................53
Section 4.05.    Taxes.......................................................54
Section 4.06.    Stay, Extension and Usury Laws..............................54
Section 4.07.    Restricted Payments.........................................54
Section 4.08.    Dividend and Other Payment Restrictions Affecting
                    Subsidiaries.............................................56
Section 4.09.    Incurrence of Indebtedness and Issuance of Preferred Stock..58
Section 4.10.    Asset Sales.................................................60
Section 4.11.    Transactions with Affiliates................................61
Section 4.12.    Liens.......................................................62
Section 4.13.    Line of Business............................................62
Section 4.14.    Existence of the Authority and Maintenance of the Lease.....62
Section 4.15.    Offer to Repurchase at the Option of Holders Upon Change
                    of Control...............................................63
Section 4.16.    No Senior Subordinated Indebtedness.........................64
Section 4.17.    Sale and Leaseback Transactions.............................64
Section 4.18.    Issuances and Sales of Equity Interests in Wholly Owned
                    Restricted Subsidiaries..................................64
Section 4.19.    Payments for Consent........................................65
Section 4.20.    Subsidiary Guarantees.......................................65
Section 4.21.    Ownership Interests in the Authority........................65
Section 4.22.    Ranking of Payments Under the Relinquishment Agreement......65
Section 4.23.    Construction................................................65
Section 4.24.    Restrictions on Leasing and Dedication of Property..........66
Section 4.25.    Maintenance of Insurance....................................67
Section 4.26.    Gaming Licenses.............................................67
Section 4.27.    Designation of Designated Senior Indebtedness Under the
                    Relinquished Agreement...................................68
Section 4.28.    Use of Proceeds.............................................68

                                      -ii-
<PAGE>

                                    ARTICLE 5

                                   SUCCESSORS

Section 5.01.    Liquidation or Dissolution..................................68


                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01.    Events of Default...........................................69
Section 6.02.    Acceleration................................................71
Section 6.03.    Other Remedies..............................................72
Section 6.04.    Waiver of Past Defaults.....................................72
Section 6.05.    Control by Majority.........................................73
Section 6.06.    Limitation on Suits.........................................73
Section 6.07.    Rights of Holders of Notes to Receive Payment...............73
Section 6.08.    Collection Suit by Trustee..................................74
Section 6.09.    Trustee May File Proofs of Claim............................74
Section 6.10.    Priorities..................................................74
Section 6.11.    Undertaking for Costs.......................................75


                                    ARTICLE 7

                                     TRUSTEE

Section 7.01.    Duties of Trustee...........................................75
Section 7.02.    Rights of Trustee...........................................77
Section 7.03.    Individual Rights of Trustee................................78
Section 7.04.    Trustee's Disclaimer........................................78
Section 7.05.    Notice of Defaults..........................................78
Section 7.06.    Reports by Trustee to Holders of the Notes..................78
Section 7.07.    Compensation and Indemnity..................................80
Section 7.08.    Replacement of Trustee......................................80
Section 7.09.    Successor Trustee by Merger, etc............................82
Section 7.10.    Eligibility; Disqualification...............................82
Section 7.11.    Preferential Collection of Claims Against Authority.........82


                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.    Option to Effect Legal Defeasance or Covenant Defeasance....82
Section 8.02.    Legal Defeasance and Discharge..............................83

                                     -iii-
<PAGE>

Section 8.03.    Covenant Defeasance.........................................83
Section 8.04.    Conditions to Legal or Covenant Defeasance..................84
Section 8.05.    Deposited Money and Government Securities to be Held in
                    Trust; Other Miscellaneous Provisions....................85
Section 8.06.    Repayment to Authority......................................86
Section 8.07.    Reinstatement...............................................86


                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.    Without Consent of Holders of Notes.........................87
Section 9.02.    With Consent of Holders of Notes............................87
Section 9.03.    Compliance with Trust Indenture Act.........................89
Section 9.04.    Revocation and Effect of Consents...........................90
Section 9.05.    Notation on or Exchange of Notes............................90
Section 9.06.    Trustee to Sign Amendments, etc.............................90


                                   ARTICLE 10

                                  SUBORDINATION

Section 10.01.   Agreement to Subordinate....................................90
Section 10.02.   Certain Definitions.........................................91
Section 10.03.   Liquidation; Dissolution; Bankruptcy........................91
Section 10.04.   Default on Designated Senior Indebtedness...................91
Section 10.05.   Acceleration of Notes.......................................92
Section 10.06.   When Distribution Must Be Paid Over.........................93
Section 10.07.   Notice by Authority.........................................93
Section 10.08.   Subrogation.................................................93
Section 10.09.   Relative Rights.............................................94
Section 10.10.   Subordination May Not Be Impaired...........................94
Section 10.11.   Distribution or Notice to Representative....................94
Section 10.12.   Rights of Trustee and Paying Agent..........................95
Section 10.13.   Authorization to Effect Subordination.......................95
Section 10.14.   Amendments..................................................95


                                   ARTICLE 11

                             COVENANTS OF THE TRIBE

Section 11.01.   Covenants of the Tribe......................................96
Section 11.02.   Additional Covenants of the Tribe...........................97

                                      -iv-
<PAGE>

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.01.   Trust Indenture Act Controls................................98
Section 12.02.   Notices.....................................................98
Section 12.03.   Communication by Holders of Notes with Other Holders of
                    Notes...................................................100
Section 12.04.   Certificate and Opinion as to Conditions Precedent.........100
Section 12.05.   Statements Required in Certificate or Opinion..............101
Section 12.06.   Rules by Trustee and Agents................................101
Section 12.07.   Dispute Resolution and Consent to Suit.....................101
Section 12.08.   No Personal Liability of Directors, Officers, Employees
                    and Stockholders........................................102
Section 12.09.   Governing Law..............................................102
Section 12.10.   No Adverse Interpretation of Other Agreements..............103
Section 12.11.   Successors.................................................103
Section 12.12.   Severability...............................................103
Section 12.13.   Counterpart Originals......................................103
Section 12.14.   Table of Contents, Headings, etc...........................103


                                    EXHIBITS

Exhibit A-1      FORM OF NOTE
Exhibit A-2      FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B        FORM OF CERTIFICATE OF TRANSFER
Exhibit C        FORM OF CERTIFICATE OF EXCHANGE
Exhibit D        FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE
Exhibit E        FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT
                 SUBSIDIARY GUARANTORS

                                      -v-
<PAGE>

         INDENTURE dated as of July 26, 2001 by and among the Mohegan Tribal
Gaming Authority of the Mohegan Tribe of Indians of Connecticut (the
"Authority"), the Mohegan Tribe of Indians of Connecticut (the "Tribe") and
State Street Bank and Trust Company, as trustee (the "Trustee").

         The Authority and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the 8 3/8% Senior
Subordinated Notes due 2011:


                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE


Section 1.01.  Definitions.

         "144A Global Note" means a global note substantially in the form of
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "Acquired Indebtedness" means, with respect to any specified Person:
(i) Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person; and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

         "Additional Interest" means all Additional Interest then owing pursuant
to the terms of the Notes.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" shall have
correlative meanings.

         "Agent " means any Registrar, Paying Agent or co-registrar.

         "Applicable Procedures" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear and Cedel that apply to such transfer or exchange.
<PAGE>

         "Asset Sale" means: (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than sales of inventory in the ordinary course of
business consistent with past practices; provided that the sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
Authority and its Restricted Subsidiaries taken as a whole will be governed by
Section 4.15 and not Section 4.10; and (ii) the issuance by the Authority or any
of its Restricted Subsidiaries of Equity Interests of any of the Authority's or
its Restricted Subsidiaries' Restricted Subsidiaries or the sale by the
Authority or any of its Subsidiaries of any Equity Interests in any of their
respective Subsidiaries.

         Notwithstanding the preceding, the following items shall not be deemed
to be Asset Sales: (i) any single transaction or series of related transactions
that: (a) involves assets having a fair market value of less than $1.0 million;
or (b) results in net proceeds to the Authority and its Restricted Subsidiaries
of less than $1.0 million; (ii) a transfer of assets between or among the
Authority and its Wholly Owned Restricted Subsidiaries; (iii) an issuance of
Equity Interests by a Wholly Owned Restricted Subsidiary to the Authority or to
another Wholly Owned Restricted Subsidiary; (iv) a Restricted Payment or
Permitted Investment that is permitted by Section 4.07; (v) any Event of Loss;
and (vi) any lease or sublease permitted by Section 4.24.

         "Attributable Debt" in respect of a sale and leaseback transaction
means, at the time of determination, the present value of the obligation of the
lessee for net rental payments during the remaining term of the lease included
in such sale and leaseback transaction including any period for which such lease
has been extended (or may, at the option of the lessor, be extended). Such
present value shall be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with GAAP.

         "Authority" means the Mohegan Tribal Gaming Authority together with any
subdivision, agency or subunit that has no separate legal existence from the
Mohegan Tribal Gaming Authority, and any successor and assignee thereto.

         "Bank Facility" means that certain Loan Agreement, dated as of March 3,
1999, as amended, by and among the Authority, the Tribe, the lenders thereunder
and Bank of America, N.A. as Administrative Agent and the Documentation Agent
and Syndication Agent referred to therein, including any related notes,
guarantees, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "BIA" means the Bureau of Indian Affairs.

                                      -2-
<PAGE>

         "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

         "Business Day" means any day other than a Legal Holiday.

         "Capital Lease Obligation" means, at the time any determination thereof
is to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.

         "Capital Stock" means: (i) in the case of a corporation, corporate
stock; (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited); and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person, but excluding any interest under the
Relinquishment Agreement.

         "Cash Equivalents" means: (i) United States dollars; (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition; (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with any lender party to the Credit Facilities or with any domestic commercial
bank having capital and surplus in excess of $500 million and a Thompson Bank
Watch Rating of "B" or better; (iv) repurchase obligations with a term of not
more than seven days for underlying securities of the types described in clauses
(ii) and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above; (v) commercial paper having one
of the two highest ratings obtainable from Moody's Investors Service, Inc. or
Standard & Poor's Ratings Group and in each case maturing within six months
after the date of acquisition; and (vi) money market funds at least 95% of the
assets of which constitute Cash Equivalents of the kinds described in clauses
(i) - (v) of this definition.

         "Cedel" means Cedel Bank, SA.

         "Change of Control" means the occurrence of any of the following: (i)
the Authority ceases to be a wholly-owned unit, instrumentality or subdivision
of the government of the Tribe; (ii) the Authority ceases to have the exclusive
legal right to operate gaming operations of the Tribe; (iii) the Authority fails
to retain in full force and effect at all times all material governmental
consents, permits or legal rights necessary for the operation of the Resort and
such failure continues for a period of 90 consecutive days; or (iv) the
Authority sells, assigns, transfers, leases, conveys or otherwise disposes of
all or substantially all of its assets to, or consolidates or merges with or
into any other Person.

                                      -3-
<PAGE>

         "Compact" means the tribal-state Compact entered into between the Tribe
and the State of Connecticut pursuant to the Indian Gaming Regulatory Act of
1988, PL 100-497, 25 U.S.C. 2701 et seq. as the same may, from time to time, be
amended, or such other Compact as may be substituted therefor.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus:

         (i)      an amount equal to any extraordinary loss (including, without
                  limitation, any non-cash charges or losses arising from
                  adjustments relating to the Relinquishment Agreement) plus any
                  net loss realized in connection with an Asset Sale, to the
                  extent such losses were deducted in computing such
                  Consolidated Net Income; plus

         (ii)     provision for taxes based on the income or profits of such
                  Person and its Subsidiaries for such period, to the extent
                  that such provision for taxes was included in computing such
                  Consolidated Net Income; plus

         (iii)    consolidated interest expense of such Person and its
                  Subsidiaries for such period, whether paid or accrued
                  (including, without limitation, amortization of debt issuance
                  costs and original issue discount, non-cash interest payments,
                  the interest component of any deferred payment obligations,
                  the interest component of all payments associated with Capital
                  Lease Obligations, imputed interest with respect to
                  Attributable Debt, commissions, discounts and other fees and
                  charges incurred in respect of letter of credit or bankers'
                  acceptance financings, and net payments, if any, pursuant to
                  Hedging Obligations), but excluding interest expense on the
                  Junior Subordinated Notes to the extent that any such expense
                  was deducted in computing such Consolidated Net Income; plus

         (iv)     depreciation, amortization (including amortization of goodwill
                  and other intangibles, but excluding amortization of prepaid
                  cash expenses that were paid in a prior period), non-cash
                  charges associated with equity option plans and other non-cash
                  expenses (excluding any such non-cash expense to the extent
                  that it represents an accrual of or reserve for cash expenses
                  in any future period or amortization of a prepaid cash expense
                  that was paid in a prior period) of such Person and its
                  Subsidiaries for such period to the extent that such
                  depreciation, amortization and other non-cash expenses were
                  deducted in computing such Consolidated Net Income; minus

         (v)      non-cash items increasing such Consolidated Net Income for
                  such period (including, without limitation, any non-cash items
                  arising from adjustments relating to the Relinquishment
                  Agreement); minus

                                      -4-
<PAGE>

         (vi)     to the extent not included in computing such Consolidated Net
                  Income, any revenues received or accrued by the Authority or
                  any of its Subsidiaries from any Person (other than the
                  Authority or any of its Subsidiaries) in respect of any
                  Investment for such period,

all determined on a consolidated basis and in accordance with GAAP.

         Notwithstanding the preceding, the provision for taxes based on the
income or profits of, and the depreciation and amortization and other non-cash
charges of, a Subsidiary of a Person shall be added to Consolidated Net Income
to compute Consolidated Cash Flow only to the extent (and in the same
proportion) that the Net Income of such Subsidiary was included in calculating
the Consolidated Net Income of such Person and only if a corresponding amount
would be permitted at the date of determination to be dividended to such Person
by such Subsidiary without prior approval (that has not been obtained), pursuant
to the terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
Subsidiary or its stockholders.

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP, provided that:

         (i)      the Net Income of any Person that is not a Restricted
                  Subsidiary or that is accounted for by the equity method of
                  accounting shall be included only to the extent of the amount
                  of dividends or distributions paid in cash to the specified
                  Person or a Wholly Owned Restricted Subsidiary thereof;

         (ii)     the Net Income of any Restricted Subsidiary shall be excluded
                  to the extent that the declaration or payment of dividends or
                  similar distributions by that Restricted Subsidiary of that
                  Net Income is not at the date of determination permitted
                  without any prior governmental approval (that has not been
                  obtained) or, directly or indirectly, by operation of the
                  terms of its charter or any agreement, instrument, judgment,
                  decree, order, statute, rule or governmental regulation
                  applicable to that Restricted Subsidiary or its stockholders;

         (iii)    the Net Income of any Person acquired in a pooling of
                  interests transaction for any period prior to the date of such
                  acquisition shall be excluded;

         (iv)     the cumulative effect of a change in accounting principles
                  shall be excluded; and

         (v)      the Net Income shall be reduced by the amount of payments
                  pursuant to the Relinquishment Agreement, paid or payable, for
                  such period based on

                                      -5-
<PAGE>

                  5% of the revenues (as defined in the Relinquishment
                  Agreement) generated in such period.

         "Construction Reserve Disbursement Agreement" means that certain
agreement, dated the date hereof, among the Authority, the Tribe and Fleet
National Bank, as escrow agent, regarding the disbursement of a $40 million
reserve account to pay certain costs in excess of the construction budget.

         "Consumer Price Index" means the Consumer Price Index for All Urban
Consumers (CPI-U) for the U.S. City Average for All Items, 1982-1984=100 as
compiled and released by the Bureau of Labor Statistics.

         "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 11.02 hereof or such other address as to which the
Trustee may give notice to the Authority.

         "Credit Facilities" means, with respect to the Authority or any
Restricted Subsidiary, one or more debt facilities (including, without
limitation, the Bank Facility) or commercial paper facilities with banks or
other institutional lenders providing for revolving credit loans, term loans,
receivables financing (including through the sale of receivables to such lenders
or to special purpose entities formed to borrow from such lenders against such
receivables) or letters of credit, in each case, as amended, restated, modified,
renewed, refunded, replaced or refinanced in whole or in part from time to time.
Indebtedness under Credit Facilities outstanding on the date on which Notes are
first issued and authenticated under this Indenture shall be deemed to have been
incurred on such date in reliance on the exception provided by Section
4.09(b)(i).

         "Custodian " means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

         "Default" means any event that is or with the passage of time or the
giving of notice or both would be an Event of Default.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A-1 hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                                      -6-
<PAGE>

         "Designated Senior Indebtedness" means Indebtedness under the Bank
Facility and any other Indebtedness permitted under this Indenture the principal
amount of which is $20.0 million or more and that has been designated by the
Authority as "Designated Senior Indebtedness".

         "Development Services Agreement" means that certain Development
Services Agreement dated February 7, 1998 among the Authority, the Tribe and
TCA.

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable, at the option of the holder thereof), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the holder thereof, in
whole or in part, on or prior to the date that is after the date on which the
Notes mature; provided, however, that any Capital Stock that would constitute
Disqualified Stock solely because the holders thereof have the right to require
the Authority to repurchase such Capital Stock upon the occurrence of a Change
of Control or an Asset Sale shall not constitute Disqualified Stock if the terms
of such Capital Stock provide that the Authority may not repurchase or redeem
any such Capital Stock pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07.

         "Distribution Compliance Period" has the same meaning as defined in
Regulation S.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Euroclear " means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

         "Event of Loss" means, with respect to any property or asset (tangible
or intangible, real or personal), any of the following: (i) any loss,
destruction or damage of such property or asset; (ii) any institution of any
proceedings for the condemnation or seizure of such property or asset or for the
exercise of any right of eminent domain; (iii) any actual condemnation, seizure
or taking by exercise of the power of eminent domain or otherwise of such
property or asset, or confiscation of such property or asset or the requisition
of the use of such property or asset; or (iv) any settlement in lieu of clause
(ii) or (iii) above.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Exchange Notes" means the Authority's 8 3/8% Senior Subordinated Notes
due 2011 to be issued in exchange for the Initial Notes pursuant to the
Registration Rights Agreement.

                                      -7-
<PAGE>

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

         "Existing Indebtedness" means up to $501.9 million in aggregate
original principal amount of Indebtedness of the Authority (other than
Indebtedness under the Loan Agreement) in existence on the date of this
Indenture, until such amounts are repaid.

          "Existing Senior Subordinated Notes" means the Authority's 8 3/4%
Senior Subordinated Notes due 2009.

         "Financing Lease" means any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.

         "Fixed Charge Coverage Ratio" means, with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
for such period to the Fixed Charges of such Person for such period. In the
event that the specified Person or any of its Restricted Subsidiaries incurs,
assumes, guarantees, repays or redeems any Indebtedness (other than revolving
credit borrowings) or issues or redeems preferred stock subsequent to the
commencement of the period for which the Fixed Charge Coverage Ratio is being
calculated but prior to the date on which the event for which the calculation of
the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed
Charge Coverage Ratio shall be calculated giving pro forma effect to such
incurrence, assumption, guarantee, repayment or redemption of Indebtedness, or
such issuance or redemption of preferred stock, as if the same had occurred at
the beginning of the applicable four-quarter reference period.

         In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

         (i)      acquisitions that have been made by the specified Person or
                  any of its Restricted Subsidiaries, including through mergers
                  or consolidations and including any related financing
                  transactions, during the four-quarter reference period or
                  subsequent to such reference period [and on or prior to the
                  Calculation Date shall be deemed to have occurred on the first
                  day of the four-quarter reference period and Consolidated Cash
                  Flow for such reference period shall be calculated without
                  giving effect to clause (iii) of the proviso set forth in the
                  definition of Consolidated Net Income];

         (ii)     the Consolidated Cash Flow attributable to discontinued
                  operations, as determined in accordance with GAAP, and
                  operations or businesses disposed of prior to the Calculation
                  Date, shall be excluded; and

                                      -8-
<PAGE>

         (iii)    the Fixed Charges attributable to discontinued operations, as
                  determined in accordance with GAAP, and operations or
                  businesses disposed of prior to the Calculation Date, shall be
                  excluded, but only to the extent that the obligations giving
                  rise to such Fixed Charges will not be obligations of the
                  specified Person or any of its Restricted Subsidiaries
                  following the Calculation Date.

         "Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of:

         (i)      the consolidated interest expense of such Person and its
                  Restricted Subsidiaries for such period, whether paid or
                  accrued, including, without limitation, amortization of debt
                  issuance costs and original issue discount, non-cash interest
                  payments, the interest component of any deferred payment
                  obligations, the interest component of all payments associated
                  with Capital Lease Obligations, imputed interest with respect
                  to Attributable Debt, commissions, discounts and other fees
                  and charges incurred in respect of letter of credit or
                  bankers' acceptance financings, and net payments, if any,
                  pursuant to Hedging Obligations; plus

         (ii)     the consolidated interest of such Person and its Restricted
                  Subsidiaries that was capitalized during such period; plus

         (iii)    any interest expense on Indebtedness of another Person that is
                  guaranteed by such Person or one of its Restricted
                  Subsidiaries or secured by a Lien on assets of such Person or
                  one of its Restricted Subsidiaries, whether or not such
                  guarantee or Lien is called upon; plus

         (iv)     the product of (a) all cash dividend payments or other
                  distributions (and non-cash dividend payments in the case of a
                  Person that is a Restricted Subsidiary) on any series of
                  preferred equity of such Person, times (b) a fraction, the
                  numerator of which is one and the denominator of which is one
                  minus the then current combined federal, state and local
                  statutory tax rate of such Person, expressed as a decimal,

         in each case, on a consolidated basis and in accordance with GAAP.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board ("FASB") or in such other statements by
such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the date of this Indenture.

                                      -9-
<PAGE>

         "Gaming" means any and all activities defined as Class II or Class III
Gaming under IGRA or authorized under the Compact.

         "Gaming License" means every license, franchise or other authorization
required to own, lease, operate or otherwise conduct gaming activities of the
Tribe or the Authority including, without limitation, all such licenses granted
under the Tribal Gaming Ordinance, and the regulations promulgated pursuant
thereto, and other applicable federal, state, foreign or local laws.

         "Gaming Regulatory Authority" means any agency, authority, board,
bureau, commission, department, office or instrumentality of any nature
whatsoever of the United States or foreign government, any state, province or
any city or other political subdivision, whether now or hereafter existing, or
any officer or official thereof, including, without limitation, any division of
the Authority or any other agency with authority to regulate any gaming
operation (or proposed gaming operation) owned, managed or operated by the Tribe
or the Authority.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A-1 hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

         "Government Securities " means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

         "Government Service Payments" means: (i) an annual payment to the Tribe
by the Authority in the amount of $14.0 million, which amount shall be adjusted
annually on the last day of each calendar year commencing with the year 2000 by
the Consumer Price Index as published for the applicable year; and (ii) amounts
equal to those reflected on each annual audited income statement of the
Authority as prepared in accordance with GAAP relating to payment for
governmental services (including charges for utilities, police and fire
department services, health and emergency medical services, the pro rata portion
of Tribal Council costs and salaries attributable to the operations of the
Authority, and similar pro rata costs of other tribal departments, in each case,
to the extent that the costs of such departments are attributable to the
operations of the Authority) by the Authority to the Tribe or any of its
representatives, political subunits, councils, agencies or instrumentalities.

         "guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.

                                      -10-
<PAGE>

         "Hedging Obligations" means, with respect to any Person: (i) the
obligations of such Person under interest rate swap agreements, interest rate
cap agreements and interest rate collar agreements; and (ii) the obligations of
such Person under other agreements or arrangements designed to protect such
Person against fluctuations in interest rates.

         "Holder" means a Person in whose name a Note is registered.

         "IGRA" means the Indian Gaming Regulatory Act of 1988, PL 100-497,
U.S.C. 2701 et seq. as same may, from time to time, be amended.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent, in respect of: (i)
borrowed money; (ii) evidenced by bonds, notes, debentures or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof); (iii) banker's acceptances; (iv) Capital Lease Obligations; (v) the
balance, deferred and unpaid, of the purchase price of any property, except any
such balance that constitutes an accrued expense or trade payable; or (vi) any
Hedging Obligations, if and to the extent any of the preceding items (other than
letters of credit and Hedging Obligations) would appear as a liability upon a
balance sheet of the specified Person prepared in accordance with GAAP. In
addition, the term "Indebtedness" includes all Indebtedness of others secured by
a Lien on any asset of the specified Person (whether or not such Indebtedness is
assumed by the specified Person) and, to the extent not otherwise included, the
guarantee by such Person of any Indebtedness of any other Person.

         The amount of any Indebtedness outstanding as of any date shall be: (i)
the accreted value thereof, in the case of any Indebtedness issued with original
issue discount; and (ii) the principal amount thereof, together with any
interest thereon that is more than 30 days past due, in the case of any other
Indebtedness.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Notes" means the $150,000,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.

         "Investments" means, with respect to any Person, all investments by
such Person in other persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Authority or any Sub-

                                      -11-
<PAGE>

sidiary of the Authority sells or otherwise disposes of any Equity Interests of
any direct or indirect Subsidiary of the Authority such that, after giving
effect to any such sale or disposition, such Person is no longer a Subsidiary of
the Authority, the Authority shall be deemed to have made an Investment on the
date of any such sale or disposition equal to the fair market value of the
Equity Interests of such Subsidiary not sold or disposed of in an amount
determined as provided in Section 4.07(d).

         "Junior Subordinated Notes" means the $90.0 million in aggregate
original principal amount (plus any accrued and unpaid interest) of junior
subordinated notes of the Authority, all of which were redeemed on January 1,
2000.

         "Key Project Assets" means: (i) the Lease and any real property or
interest in real property comprising the Resort held in trust for the Tribe by
the United States; (ii) any improvements (including, without limitation, the
Resort) to the leasehold estate under the Lease or such real property comprising
the Resort (but excluding any obsolete personal property or real property
improvements determined by the Authority to be no longer useful to the
operations of the Resort); and (iii) any business records of the Authority or
the Tribe relating to the operation of the Resort.

         "Lease" means the Land Lease between the Tribe and the Authority dated
September 29, 1995, as the same may be amended in accordance with the terms
thereof and of this Indenture.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Authority and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law
(including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).

         "Management Agreement" means the Amended and Restated Gaming Facility
Management Agreement dated August 30, 1995 by and between the Authority and TCA
or any successor management agreement thereto.

                                      -12-
<PAGE>

         "Management Board" means the Management Board of the Authority or any
authorized committee of the Management Board of the Authority, as applicable.

         "Management Company" or "Manager" means TCA or a successor permitted
pursuant to this Indenture.

         "Management Fee" means the Management Fee under the Management
Agreement.

         "Net Income" means, with respect to any Person for any period, the net
income (loss) of such Person for such period, determined in accordance with GAAP
and before any reduction in respect of dividends on preferred interests,
excluding, however:

         (i)      any gain or loss, together with any related provision for
                  taxes on such gain or loss, realized in connection with (A)
                  any Asset Sale (including, without limitation, dispositions
                  pursuant to sale leaseback transactions) or (B) the
                  disposition of any securities by such Person or any of its
                  Restricted Subsidiaries or the extinguishment of any
                  Indebtedness of such Person or any of its Restricted
                  Subsidiaries; and

         (ii)     any extraordinary or nonrecurring gain or loss, together with
                  any related provision for taxes on such extraordinary or
                  nonrecurring gain or loss, less

         (iii)    in the case of any Person that is a partnership or a limited
                  liability company, the amount of withholding for tax purposes
                  of such Person for such period.

         "Net Proceeds" means the aggregate cash proceeds received by the
Authority or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale including, without limitation,
legal, accounting and investment banking fees, and sales commissions and any
relocation expenses incurred as a result thereof, taxes paid or payable as a
result thereof, in each case after taking into account any available tax credits
or deductions and any tax sharing arrangements and amounts required to be
applied to the repayment of Indebtedness (other than the repayment of Senior
Indebtedness), secured by a Lien on the asset or assets that were the subject of
such Asset Sale and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.

         "NIGC" means the National Indian Gaming Commission.

         "Non-Recourse Debt" means Indebtedness: (i) as to which neither the
Authority nor any of its Restricted Subsidiaries (a) provides credit support of
any kind (including any

                                      -13-
<PAGE>

undertaking, agreement or instrument that would constitute Indebtedness) or (b)
is directly or indirectly liable (as a guarantor or otherwise); (ii) no default
with respect to which (including any rights that the holders thereof may have to
take enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Authority or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity; and (iii) as to which such Indebtedness specifies
that the lenders thereunder will not have any recourse to the stock or assets of
the Authority or any of its Restricted Subsidiaries.

         "Non- U.S. Person" means a Person who is not a U.S. Person.

         "Notes" means, collectively, the Initial Notes and the Exchange Notes,
treated as a single class of securities as amended or supplemented from time to
time in accordance with the terms hereof, in each case as issued pursuant to
this Indenture.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-President of such Person and, in the case of the
Authority, shall include members of the Management Board.

         "Officers' Certificate" means a certificate signed on behalf of the
Authority by two Officers of the Authority, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Authority, that meets the requirements of
Section 12.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Authority, any
Subsidiary of the Authority or the Trustee.

         "Ownership Interest" means, with respect to any Person, Capital Stock
of such Person or any interest which carries the right to elect or appoint any
members of the Management Board or the Board of Directors or other executive
office of such Person.

         "Participant" means, with respect to the Depositary, Euroclear or
Cedel, a Person who has an account with the Depositary, Euroclear or Cedel,
respectively (and, with respect to DTC, shall include Euroclear and Cedel).

                                      -14-
<PAGE>

         "Permitted Asset Swap" means the exchange by the Authority or any
Restricted Subsidiary of any assets for other assets from a Person; provided
that the assets received in such exchange are believed by the Authority in good
faith to be of substantially equivalent value and substantially all of which are
either (i) long term assets that are used or useful in the Principal Business,
(ii) cash or (iii) any combination of the foregoing clauses (i) and (ii).

         "Permitted Investments" means:

         (i)      any Investment in the Authority or in a Restricted Subsidiary
                  of the Authority that is engaged in a Principal Business or a
                  Related Business;

         (ii)     any Investment in cash or Cash Equivalents;

         (iii)    any Investment by the Authority or any Restricted Subsidiary
                  of the Authority in a Person, if as a result of such
                  Investment (a) such Person becomes a Restricted Subsidiary of
                  the Authority and a Subsidiary Guarantor and is engaged in a
                  Principal Business or a Related Business or (b) is merged,
                  consolidated or amalgamated with or into, or transfers or
                  conveys substantially all of its assets to, or is liquidated
                  into, the Authority or a Restricted Subsidiary of the
                  Authority;

         (iv)     any Investment made as a result of the receipt of non-cash
                  consideration from an Asset Sale that was made pursuant to and
                  in compliance with Section 3.10;

         (v)      any Investment in any Person engaged in the Principal Business
                  or a Related Business having an aggregate fair market value
                  (as determined in good faith by the Management Board and
                  measured as of the date of such Investment, without giving
                  effect to any subsequent increases or decreases in value) not
                  to exceed $25.0 million at any one time outstanding;

         (vi)     Government Service Payments;

         (vii)    payroll advances to employees of the Authority or its
                  Restricted Subsidiaries for travel, entertainment and
                  relocation expenses in the ordinary course of business in an
                  aggregate amount not to exceed $250,000 at any one time
                  outstanding;

         (viii)   accounts and notes receivable if created or acquired in the
                  ordinary course of business and which are payable or
                  dischargeable in accordance with customary trade terms; and

                                      -15-
<PAGE>

         (ix)     Investments related to Hedging Obligations, so long as such
                  Hedging Obligations are not used for speculative purposes.

         "Permitted Junior Securities" means Equity Interests in the Authority
or debt securities that are subordinated to all Senior Indebtedness (and any
debt securities issued in exchange for Senior Indebtedness) to substantially the
same extent as, or to a greater extent than, the Notes are subordinated to
Senior Indebtedness to this Indenture.

         "Permitted Liens" means:

         (i)      Liens securing Indebtedness permitted by the terms of this
                  Indenture to be incurred under clauses (i), (ii), (iv), (v),
                  (vi), (vii) (to the extent that the Indebtedness so guaranteed
                  is permitted to be secured by this Indenture) and (ix) of
                  Section 4.09(b);

         (ii)     Liens in favor of the Authority or a Restricted Subsidiary;

         (iii)    Liens to secure the performance of statutory obligations,
                  surety or appeal bonds, performance bonds or other obligations
                  of a like nature (including, without limitation, pledges or
                  deposits made in connection with obligatory workers'
                  compensation laws, unemployment insurance or similar laws)
                  incurred in the ordinary course of business;

         (iv)     Liens to secure Indebtedness (including Capital Lease
                  Obligations) permitted by clause (iv) of Section 4.09(b)
                  covering only the assets acquired with such Indebtedness;

         (v)      Liens existing on the date of this Indenture;

         (vi)     Liens arising as a result of survey exceptions, title defects,
                  encumbrances, easements, reservations of, or rights of others
                  for, rights of way, sewers, electric lines, telegraph and
                  telephone lines and other similar purposes or zoning or other
                  restrictions as to the use of real property not interfering
                  with the ordinary conduct of the business of the Authority or
                  any of its Restricted Subsidiaries;

         (vii)    Liens arising by operation of law in favor of carriers,
                  warehousemen, landlords, mechanics, materialmen, laborers,
                  employees or suppliers, incurred in the ordinary course of
                  business for sums which are not yet delinquent or are being
                  contested in good faith by negotiations or by appropriate
                  proceedings which suspend the collection thereof;

                                      -16-
<PAGE>

         (viii)   Liens incurred as a result of any interest or title of a
                  lessor or lessee under any lease of property (including any
                  Lien granted by such lessor or lessee but excluding any Lien
                  arising in respect of a Financing Lease);

         (ix)     Liens in favor of the Tribe representing the ground lessor's
                  interest under the Lease;

         (x)      Liens on property existing at the time or acquisition thereof
                  by the Authority or a Restricted Subsidiary; provided that
                  such Liens were in existence prior to the contemplation of
                  such acquisition;

         (xi)     Liens for taxes, assessments or governmental charges, claims
                  or rights that are not yet delinquent or that are being
                  contested in good faith by appropriate proceedings promptly
                  instituted and diligently concluded; provided, however, that
                  any reserve or other appropriate provision as shall be
                  required in conformity with GAAP shall have been made
                  therefor;

         (xii)    Liens securing Indebtedness permitted under clause (vi) of
                  Section 4.09(b); provided that such Liens are no more
                  extensive than the Liens securing the Indebtedness so
                  extended, refinanced, renewed, replaced, defeased or refunded
                  thereby;

         (xiii)   Liens incurred in the ordinary course of business of the
                  Authority or a Restricted Subsidiary with respect to
                  obligations that do not exceed $500,000 at any one time
                  outstanding and that (a) are not incurred in connection with
                  the borrowing of money or the obtaining of advances or credit
                  (other than trade credit in the ordinary course of business)
                  and (b) do not in the aggregate materially detract from the
                  value of the property and materially impair the use thereof in
                  the operation of business by the Authority; provided, however,
                  it is acknowledged that Permitted Liens will not include any
                  Lien on the land held in trust for the Tribe by the United
                  States or any real property interest therein, including the
                  buildings, improvements and fixtures, other than the leasehold
                  interest pursuant to the Lease, or which will give the holder
                  thereof a proprietary interest in any gaming activity as
                  prohibited by Section 11(b)(2)(A) of IGRA; and

         (xiv)    Liens created by or resulting from any legal proceeding with
                  respect to which the Authority or a Restricted Subsidiary is
                  prosecuting an appeal proceeding for review and the Authority
                  or such Restricted Subsidiary is maintaining adequate reserves
                  in connection with GAAP.

         "Permitted Proceed Uses" means the use of proceeds described in the
Offering Memorandum under "Use of Proceeds."

                                      -17-
<PAGE>

         "Permitted Refinancing Indebtedness" means any Indebtedness of the
Authority or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Authority or any of its Restricted
Subsidiaries; provided that:

         (i)      the principal amount (or accreted value, if applicable) of
                  such Permitted Refinancing Indebtedness does not exceed the
                  principal amount of (or accreted value, if applicable), plus
                  accrued interest on, the Indebtedness so extended, refinanced,
                  renewed, replaced, defeased or refunded (plus the amount of
                  prepayment premiums and reasonable expenses incurred in
                  connection therewith);

         (ii)     such Permitted Refinancing Indebtedness has a final maturity
                  date later than the final maturity date of, and has a Weighted
                  Average Life to Maturity equal to or greater than the Weighted
                  Average Life to Maturity of, the Indebtedness being extended,
                  refinanced, renewed, replaced, defeased or refunded; provided
                  that if the original maturity date of such Indebtedness is
                  after the Stated Maturity of the Notes, then such Permitted
                  Refinancing Indebtedness shall have a maturity at least 180
                  days after the Notes;

         (iii)    if the Indebtedness being extended, refinanced, renewed,
                  replaced, defeased or refunded is subordinated in right of
                  payment to the Notes, such Permitted Refinancing Indebtedness
                  is subordinated in right of payment to, the Notes on terms at
                  least as favorable to the Holders of Notes as those contained
                  in the documentation governing the Indebtedness being
                  extended, refinanced, renewed, replaced, defeased or refunded;
                  and

         (iv)     such Indebtedness is incurred either by the Authority or by
                  the Restricted Subsidiary who is the obligor on the
                  Indebtedness being extended, refinanced, renewed, replaced,
                  defeased or refunded.

         "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or agency or political subdivision
thereof (including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

         "Principal Business" means the Class II and Class III casino Gaming (as
such terms are defined in IGRA) and resort business and any activity or business
incidental, directly related or similar thereto, or any business or activity
that is a reasonable extension, development or expansion thereof or ancillary
thereto, including any hotel, entertainment, recreation or other activity or
business designed to promote, market, support, develop, construct or enhance the
casino gaming and resort business operated by the Authority.

                                      -18-
<PAGE>

         "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

         "Project Sunburst" means the project to expand the existing Mohegan Sun
casino as more fully described in the Authority's Offering Memorandum dated July
19, 2001.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of July 26, 2001, by and among the Authority and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

         "Regulation S" means Regulation S promulgated under the Securities Act.

         "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as appropriate.

         "Regulation S Permanent Global Note" means a permanent global Note in
the form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Distribution Compliance Period.

         "Regulation S Temporary Global Note" means a temporary global Note in
the form of Exhibit A-2 hereto bearing the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee, issued in a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Rule 903 of Regulation S.

         "Related Business" means any business related to the Principal
Business.

         "Relinquishment Agreement" means the Relinquishment Agreement dated
February 7, 1998 between the Authority and TCA.

         "Resort" means the multi-amenity gaming and entertainment resort
located in Uncasville, Connecticut and the convention center, retail facilities,
arena, hotel and improvements proposed to be constructed adjacent thereto, as
described in the Offering Memorandum but excluding (i) any obsolete personal
property or real property improvement determined by the Authority to be no
longer useful or necessary to the operations or support of the Resort and (ii)
any equipment leased from a third party in the ordinary course of business.

                                      -19-
<PAGE>

         "Responsible Officer" when used with respect to the Trustee, means any
officer within the Corporate Trust Administration department of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

         "Restricted Investment" means any Investment other than a Permitted
Investment.

         "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

         "Rule 144" means Rule 144 promulgated under the Securities Act.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "Rule 903" means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated under the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Senior Indebtedness" means: (i) all Indebtedness outstanding under the
Credit Facilities and all Hedging Obligations with respect thereto, including,
without limitation, all principal, interest, fees and other amounts payable with
respect thereto, including any interest which accrues following any bankruptcy
or insolvency of the Authority, the Tribe or any Subsidiary Guarantor; (ii) the
Senior Notes; (iii) any other Indebtedness permitted to be incurred by the
Authority under the terms of this Indenture, unless the instrument under which
such Indebtedness is incurred expressly provides that it is on parity with or
subordinated in right of payment to the Notes; (iv) all Obligations with respect
to the foregoing; and (v) at anytime the Senior Relinquishment Payments (as
defined in the Relinquishment Agreement) to the extent then due and owing
pursuant to the terms of the Relinquishment Agreement at such time.

                                      -20-
<PAGE>

         Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include: (i) any Indebtedness of the Authority to any of
its Restricted Subsidiaries or other Affiliates; or (ii) any Indebtedness that
is incurred in violation of this Indenture.

         "Senior Notes" means the Authority's 8 1/8% Senior Notes due 2006.

         "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

         "Side Letters" means (i) that certain Side Letter, dated February 7,
1998 regarding the Junior Subordinated Notes, as amended December 15, 1998; (ii)
that certain Side Letter, dated February 7, 1998 relating to various waivers
under the existing Management Agreement; (iii) that certain Side Letter, dated
February 7, 1998, regarding the use of TCA personnel following this termination
of the Management Agreement; (iv) that certain Side Letter, dated February 22,
1999, regarding the previously proposed exchange of Junior Subordinated Notes
for Senior Subordinated Notes; and (v) that certain Side Letter, dated February
22, 1999, regarding the earlier Side Letters, in connection with the defeasance
of the Junior Subordinated Notes.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid including as a result of any
mandatory sinking fund payment or mandatory redemption in the documentation
governing such Indebtedness in effect on the date hereof or, if such
Indebtedness is incurred after the date of this Indenture, in the original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

         "Subordinated Indebtedness" means any Indebtedness that by its terms is
expressly subordinated in right of payment in any respect to the payment of any
obligation on the Notes.

         "Subsidiary" means: (i) any instrumentality or subdivision or subunit
of the Authority that has a separate legal existence or status or whose property
and assets would not otherwise be bound to the terms of this Indenture; or (ii)
with respect to any Person, any corporation, association or other business
entity of which more than 50% of the total voting power of the shares of Capital
Stock entitled (without regard to the occurrence of any contingency) to vote in
the election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of

                                      -21-
<PAGE>

such Person or a combination thereof. The Tribe and any other instrumentality of
the Tribe that is not also an instrumentality of the Authority shall not be a
Subsidiary of the Authority.

         "Subsidiary Guarantee" means the joint and several guarantee by the
Authority's Subsidiaries of the Authority's obligations under the Notes, in
substantially the form of such Subsidiary Guarantee attached as Exhibit D to
this Indenture.

         "Subsidiary Guarantor" means any Subsidiary of the Authority that
executes a Subsidiary Guarantee in accordance with the provisions of this
Indenture and its respective successors and assigns.

         "TCA" means Trading Cove Associates.

         "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. ss.ss.
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

         "Tribal Council" means the Tribe's nine member elected council which
exercises all the legislative and executive powers of the Tribe.

         "Tribal Gaming Ordinance" means the ordinance and any amendments
thereto, and all related or implementing ordinances, including, without
limitation, the Gaming Authority Ordinance, enacted on July 15, 1995 which are
enacted by the Tribe or authorize and regulate gaming on the Mohegan Reservation
pursuant to IGRA.

         "Tribal Tax Code" means any sales, use, room occupancy and related
excise taxes, including admissions and cabaret taxes and any other tax (other
than income tax) that may be imposed by the State of Connecticut that the Tribe
may impose on the Authority, its patrons or operations; provided, however, that
the rate and scope of such taxes shall not be more onerous than those imposed by
the State of Connecticut.

         "Tribe" means the Mohegan Tribe of Indians of Connecticut, a sovereign
tribe recognized by the United States of America pursuant to 25 C.F.R. ss. 83.

         "Trustee" means the party named as such above until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

         "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

         "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A-1 attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is depos-

                                      -22-
<PAGE>

ited with or on behalf of and registered in the name of the Depositary,
representing a series of Notes that do not bear the Private Placement Legend.

         "Unrestricted Subsidiary" means any Subsidiary that is designated in
writing by the Authority as an Unrestricted Subsidiary, but only to the extent
that such Subsidiary: (i) has no Indebtedness other than Non-Recourse Debt; (ii)
is not party to any agreement, contract, arrangement or understanding with the
Authority or any Restricted Subsidiary of the Authority unless the terms of any
such agreement, contract, arrangement or understanding are no less favorable to
the Authority or such Restricted Subsidiary than those that might be obtained at
the time from Persons who are not Affiliates of the Authority; (iii) is a Person
with respect to which neither the Authority nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for
additional Equity Interests or (b) to maintain or preserve such Person's
financial condition or to cause such Person to achieve any specified levels of
operating results; (iv) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Authority or any of its
Restricted Subsidiaries; and (v) has at least one director on its board of
directors that is not a director or executive officer of the Authority or any of
its Restricted Subsidiaries and has at least one executive officer that is not a
director or executive officer of the Authority or any of its Restricted
Subsidiaries.

         Any such designation by the Management Board shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions and was permitted by
Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet
the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Authority as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09, the Authority shall
be in default of such Section). The Authority may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Authority of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (a) such Indebtedness
is permitted by Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period,
and (b) no Default or Event of Default would be in existence following such
designation.

         "U.S. Person" means a U.S. person as defined in Rule 902(k) under the
Securities Act.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the
Management Board or Board of Directors, as the case may be, of such Person.

                                      -23-
<PAGE>

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing: (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

         "Wholly Owned Restricted Subsidiary" of any Person means a Subsidiary
of such Person all of the outstanding Capital Stock or other ownership interests
of which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Restricted Subsidiaries of such
Person and one or more Wholly Owned Restricted Subsidiaries of such Person.

         "Wholly Owned Subsidiary" of any Person means a Subsidiary of such
Person all of the outstanding Capital Stock or other ownership interests of
which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly Owned Subsidiaries of such Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.

Section 1.02.  Other Definitions.

                                 Term                         Defined in Section
         ---------------------------------------------------  ------------------

         "Affiliate Transaction"..........................           4.11
         "Asset Sale".....................................           4.10
         "Asset Sale Offer"...............................           3.10
         "Authentication Order"...........................           2.02
         "Change of Control Offer"........................           4.15
         "Change of Control Payment"......................           4.15
         "Change of Control Payment Date".................           4.15
         "Covenant Defeasance"............................           8.03
         "DTC"............................................           2.03
         "Event of Default"...............................           6.01
         "Excess Proceeds"................................           4.10
         "incur"..........................................           4.09
         "Lease Transaction"..............................           4.24
         "Legal Defeasance"...............................           8.02
         "Offer Amount"...................................           3.10
         "Offer Period"...................................           3.10
         "Paying Agent"...................................           2.03
         "Payment Default"................................           6.01
         "Permitted Junior Securities"....................          10.02

                                      -24-
<PAGE>

                                 Term                         Defined in Section
         ---------------------------------------------------  ------------------

         "Purchase Date"..................................           3.10
         "Registrar"......................................           2.03
         "Representative".................................          10.02
         "Restricted Payments"............................           4.07


Section 1.03.  Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes and any Note Guarantees means the Authority and
     any successor obligor upon the Notes and any Note Guarantees, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.

Section 1.04.  Rules of Construction.

         Unless the context otherwise requires:

         (a)   a term has the meaning assigned to it;

         (b)   an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

         (c)   "or" is not exclusive;

         (d)   words in the singular include the plural, and in the plural
     include the singular;

         (e)   provisions apply to successive events and transactions; and

                                      -25-
<PAGE>

         (f)   references to sections of or rules under the Securities Act shall
     be deemed to include substitute, replacement of successor sections or rules
     adopted by the SEC from time to time.


                                    ARTICLE 2

                                    THE NOTES


Section 2.01.  Form and Dating.

         (a)   General. The Notes and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The Notes
may have notations, legends or endorsements required by law, stock exchange rule
or usage. Each Note shall be dated the date of its authentication. The Notes
shall be in denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Indenture and the Authority and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. However, to the extent any
provision of any Note conflicts with the express provisions of this Indenture,
the provisions of this Indenture shall govern and be controlling.

         (b)   Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A-1 or A-2 attached hereto (including the Global Note
Legend thereon and the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Notes issued in definitive form shall be substantially in the
form of Exhibit A-1 attached hereto (but without the Global Note Legend thereon
and without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemptions. Any endorsement of a Global Note to reflect
the amount of any increase or decrease in the aggregate principal amount of
outstanding Notes represented thereby shall be made by the Trustee or the
Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06 hereof.

         (c)   Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of

                                      -26-
<PAGE>

the Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Cedel Bank, duly executed by the
Authority and authenticated by the Trustee as hereinafter provided. The
Distribution Compliance Period shall be terminated upon the receipt by the
Trustee of (i) a written certificate from the Depositary, together with copies
of certificates from Euroclear and Cedel Bank certifying that they have received
certification of non-United States beneficial ownership of 100% of the aggregate
principal amount of the Regulation S Temporary Global Note (except to the extent
of any beneficial owners thereof who acquired an interest therein during the
Distribution Compliance Period pursuant to another exemption from registration
under the Securities Act and who will take delivery of a beneficial ownership
interest in a 144A Global Note bearing a Private Placement Legend, all as
contemplated by Section 2.06(a)(ii) hereof), and (ii) an Officers' Certificate
from the Authority. Following the termination of the Distribution Compliance
Period, beneficial interests in the Regulation S Temporary Global Note shall be
exchanged for beneficial interests in Regulation S Permanent Global Notes
pursuant to the Applicable Procedures. Simultaneously with the authentication of
Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S
Temporary Global Note. The aggregate principal amount of the Regulation S
Temporary Global Note and the Regulation S Permanent Global Notes may from time
to time be increased or decreased by adjustments made on the records of the
Trustee and the Depositary or its nominee, as the case may be, in connection
with transfers of interest as hereinafter provided.

         (d)   Euroclear and Cedel Procedures Applicable. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of Cedel Bank"
and "Customer Handbook" of Cedel Bank shall be applicable to transfers of
beneficial interests in the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes that are held by Participants through
Euroclear or Cedel Bank.

Section 2.02.  Execution and Authentication.

         Two Officers of the Authority shall sign the Notes for the Authority by
manual or facsimile signature.

         If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note shall nevertheless be valid.

         A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

         The Trustee shall, upon a written order of the Authority signed by two
Officers of the Authority (an "Authentication Order"), authenticate Notes for
original issue up to the aggregate principal amount not to exceed $150,000,000
(other than as provided in Section 2.07 hereof) in one or more series, which
order shall specify whether such notes are Initial

                                      -27-
<PAGE>

Notes or Exchange Notes. The Trustee may authenticate Notes thereafter (so long
such issuance is permitted under Section 4.09 hereof) for original issue upon an
Authentication Order, in an aggregate principal amount as specified in such
order.

         The Notes shall be issued only in fully registered form, without
coupons and only in denominations of $1,000 and any integral multiple thereof.
All Notes issued under this Indenture shall vote and consent together on all
matters as one class and no series of Notes will have the right to vote or
consent as a separate class on any matter.

         The Trustee may appoint an authenticating agent acceptable to the
Authority to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Authority.

Section 2.03.  Registrar and Paying Agent.

         The Authority shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Authority may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any registrar and the term "Paying
Agent" includes any additional paying agent. The Authority may change any Paying
Agent or Registrar without notice to any Holder. The Authority shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Authority fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Authority or any
of its Restricted Subsidiaries may act as Paying Agent or Registrar.

         The Authority initially appoints The Depository Trust Company ("DTC")
to act as Depositary with respect to the Global Notes.

         The Authority initially appoints the Trustee to act as the Registrar
and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04.  Paying Agent to Hold Money in Trust.

         The Authority shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Additional Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Authority in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Authority at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee,

                                      -28-
<PAGE>

the Paying Agent (if other than the Authority or a Restricted Subsidiary or an
Affiliate) shall have no further liability for the money. If the Authority or a
Restricted Subsidiary acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Authority, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05.  Holder Lists.

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA ss. 312(a). If the Trustee is
not the Registrar, the Authority shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Authority shall otherwise comply with TIA ss. 312(a).

Section 2.06.  Transfer and Exchange.

         (a)   Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Authority for Definitive Notes if (i) the Authority delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Authority within 120 days after the date of such notice from the Depositary or
(ii) the Authority in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Temporary Global Note be exchanged by the Authority for
Definitive Notes prior to (x) the expiration of the Distribution Compliance
Period and (y) the receipt by the Registrar of any certificates required
pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence
of either of the preceding events in (i) or (ii) above, Definitive Notes shall
be issued in such names as the Depositary shall instruct the Trustee. Global
Notes also may be exchanged or replaced, in whole or in part, as provided in
Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be
exchanged for another Note other than as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f) hereof.

                                      -29-
<PAGE>

         (b)   Transfer and Exchange of Beneficial Interests in the Global
Notes. The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary, in accordance with the provisions of
this Indenture and the Applicable Procedures. Beneficial interests in the
Restricted Global Notes shall be subject to restrictions on transfer comparable
to those set forth herein to the extent required by the Securities Act.
Transfers of beneficial interests in the Global Notes also shall require
compliance with either subparagraph (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

               (i)    Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in the same Restricted Global Note in accordance with the
         transfer restrictions set forth in the Private Placement Legend;
         provided, however, that prior to the expiration of the Distribution
         Compliance Period, transfers of beneficial interests in the Temporary
         Regulation S Global Note may not be made to a U.S. Person or for the
         account or benefit of a U.S. Person (other than an Initial Purchaser).
         Beneficial interests in any Unrestricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note. No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(i).

               (ii)   All Other Transfers and Exchanges of Beneficial Interests
         in Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either (A) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to credit or cause to be
         credited a beneficial interest in another Global Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given in accordance with the Applicable Procedures
         containing information regarding the Participant account to be credited
         with such increase or (B) (1) a written order from a Participant or an
         Indirect Participant given to the Depositary in accordance with the
         Applicable Procedures directing the Depositary to cause to be issued a
         Definitive Note in an amount equal to the beneficial interest to be
         transferred or exchanged and (2) instructions given by the Depositary
         to the Registrar containing information regarding the Person in whose
         name such Definitive Note shall be registered to effect the transfer or
         exchange referred to in (1) above; provided that in no event shall
         Definitive Notes be issued upon the transfer or exchange of beneficial
         interests in the Regulation S Temporary Global Note prior to (x) the
         expiration of the Distribution Compliance Period and (y) the receipt by
         the Registrar of any certificates required pursuant to Rule 903 under
         the Securities Act. Upon consummation of an Exchange Offer by the
         Authority in accordance with Section 2.06(f) hereof, the requirements
         of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon
         receipt by the Registrar of the instructions contained in the Letter of
         Transmittal deliv-

                                      -30-
<PAGE>

         ered by the Holder of such beneficial interests in the Restricted
         Global Notes. Upon satisfaction of all of the requirements for transfer
         or exchange of beneficial interests in Global Notes contained in this
         Indenture and the Notes or otherwise applicable under the Securities
         Act, the Trustee shall adjust the principal amount of the relevant
         Global Note(s) pursuant to Section 2.06(h) hereof.

               (iii)  Transfer of Beneficial Interests to Another Restricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         transferred to a Person who takes delivery thereof in the form of a
         beneficial interest in another Restricted Global Note if the transfer
         complies with the requirements of Section 2.06(b)(ii) above and the
         Registrar receives the following:

                      (A) if the transferee will take delivery in the form of
               a beneficial interest in the 144A Global Note, then the
               transferor must deliver a certificate in the form of Exhibit B
               hereto, including the certifications in item (1) thereof; and

                      (B) if the transferee will take delivery in the form of a
               beneficial interest in the Regulation S Temporary Global Note or
               the Regulation S Global Note, then the transferor must deliver a
               certificate in the form of Exhibit B hereto, including the
               certifications in item (2) thereof;

               (iv)   Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any Holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                      (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the holder of the beneficial interest to be
               transferred, in the case of an exchange, or the transferee, in
               the case of a transfer, certifies in the applicable Letter of
               Transmittal that it is not (1) a broker-dealer, (2) a Person
               participating in the distribution of the Exchange Notes or (3) a
               Person who is an affiliate (as defined in Rule 144) of the
               Authority;

                      (B) such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                      (C) such transfer is effected by a Broker-Dealer pursuant
               to the Exchange Offer Registration Statement in accordance with
               the Senior Subordinated Registration Rights Agreement; or

                                      -31-
<PAGE>

                      (D) the Registrar receives the following:

                          (1) if the holder of such beneficial interest in a
                      Restricted Global Note proposes to exchange such
                      beneficial interest for a beneficial interest in an
                      Unrestricted Global Note, a certificate from such holder
                      in the form of Exhibit C hereto, including the
                      certifications in item (1)(a) thereof; or

                          (2) if the holder of such beneficial interest in a
                      Restricted Global Note proposes to transfer such
                      beneficial interest to a Person who shall take delivery
                      thereof in the form of a beneficial interest in an
                      Unrestricted Global Note, a certificate from such holder
                      in the form of Exhibit B hereto, including the
                      certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests or if the Applicable Procedures so require, an
         Opinion of Counsel in form reasonably acceptable to the Registrar to
         the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Authority shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

         (c)   Transferor Exchange of Beneficial Interests for Definitive Notes.

         (i)   Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. If any holder of a beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Restricted Definitive
Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon receipt by the
Registrar of the following documentation:

         (A)   if the holder of such beneficial interest in a Restricted Global
     Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note, a certificate from such holder in the form of Exhibit C
     hereto, including the certifications in item (2)(a) thereof;

                                      -32-
<PAGE>

         (B)   if such beneficial interest is being transferred to a QIB in
     accordance with Rule 144A under the Securities Act, a certificate to the
     effect set forth in Exhibit B hereto, including the certifications in item
     (1) thereof;

         (C)   if such beneficial interest is being transferred to a Non-U.S.
     Person in an offshore transaction in accordance with Rule 903 or Rule 904
     under the Securities Act, a certificate to the effect set forth in Exhibit
     B hereto, including the certifications in item (2) thereof;

         (D)   if such beneficial interest is being transferred pursuant to an
     exemption from the registration requirements of the Securities Act in
     accordance with Rule 144 under the Securities Act, a certificate to the
     effect set forth in Exhibit B hereto, including the certifications in item
     (3)(a) thereof;

         (E)   if such beneficial interest is being transferred to the Authority
     or any of its Subsidiaries, a certificate to the effect set forth in
     Exhibit B hereto, including the certifications in item (3)(b) thereof; or

         (F)   if such beneficial interest is being transferred pursuant to an
     effective registration statement under the Securities Act, a certificate to
     the effect set forth in Exhibit B hereto, including the certifications in
     item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Authority shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

         (ii)  Beneficial Interests in Regulation S Temporary Global Note to
Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
beneficial interest in the Regulation S Temporary Global Note may not be
exchanged for a Definitive Note or transferred to a Person who takes delivery
thereof in the form of a Definitive Note prior to (x) the expiration of the
Distribution Compliance Period and (y) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities
Act, except in the case of a transfer pursuant to an exemption from the
registration requirements of the Securities Act other than Rule 903 or Rule 904.

                                      -33-
<PAGE>

         (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. A holder of a beneficial interest in a Restricted Global Note
may exchange such beneficial interest for an Unrestricted Definitive Note or may
transfer such beneficial interest to a Person who takes delivery thereof in the
form of an Unrestricted Definitive Note only if:

         (A)   such exchange or transfer is effected pursuant to the Exchange
     Offer in accordance with the Registration Rights Agreement and the holder
     of such beneficial interest, in the case of an exchange, or the transferee,
     in the case of a transfer, certifies in the applicable Letter of
     Transmittal that it is not (1) a broker-dealer, (2) a Person participating
     in the distribution of the Exchange Notes or (3) a Person who is an
     affiliate (as defined in Rule 144) of the Authority;

         (B)   such transfer is effected pursuant to the Shelf Registration
     Statement in accordance with the Registration Rights Agreement;

         (C)   such transfer is effected by a Broker-Dealer pursuant to the
     Exchange Offer Registration Statement in accordance with the Registration
     Rights Agreement; or

         (D)   the Registrar receives the following:

               (1) if the holder of such beneficial interest in a Restricted
         Global Note proposes to exchange such beneficial interest for a
         Definitive Note that does not bear the Private Placement Legend, a
         certificate from such holder in the form of Exhibit C hereto,
         including the certifications in item (1)(b) thereof; or

               (2) if the holder of such beneficial interest in a Restricted
         Global Note proposes to transfer such beneficial interest to a Person
         who shall take delivery thereof in the form of a Definitive Note that
         does not bear the Private Placement Legend, a certificate from such
         holder in the form of Exhibit B hereto, including the certifications
         in item (4) thereof;

     and, in each such case set forth in this subparagraph (D), if the Registrar
     so requests or if the Applicable Procedures so require, an Opinion of
     Counsel in form reasonably acceptable to the Registrar to the effect that
     such exchange or transfer is in compliance with the Securities Act and that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are no longer required in order to maintain compliance with the
     Securities Act.

         (iv)  Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon satisfaction

                                      -34-
<PAGE>

of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall
cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Authority shall execute
and the Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall not bear the Private Placement Legend.

         (d)   Transfer and Exchange of Definitive Notes for Beneficial
Interests.

         (i)   Restricted Definitive Notes to Beneficial Interests in Restricted
Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note or to transfer
such Restricted Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in a Restricted Global Note, then, upon receipt by
the Registrar of the following documentation:

         (A)   if the Holder of such Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note, a
     certificate from such Holder in the form of Exhibit C hereto, including the
     certifications in item (2)(b) thereof;

         (B)   if such Restricted Definitive Note is being transferred to a QIB
     in accordance with Rule 144A under the Securities Act, a certificate to the
     effect set forth in Exhibit B hereto, including the certifications in item
     (1) thereof;

         (C)   if such Restricted Definitive Note is being transferred to a
     Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
     Rule 904 under the Securities Act, a certificate to the effect set forth in
     Exhibit B hereto, including the certifications in item (2) thereof;

         (D)   if such Restricted Definitive Note is being transferred pursuant
     to an exemption from the registration requirements of the Securities Act in
     accordance with Rule 144 under the Securities Act, a certificate to the
     effect set forth in Exhibit B hereto, including the certifications in item
     (3)(a) thereof;

         (E)   if such Restricted Definitive Note is being transferred to the
     Authority or any of its Subsidiaries, a certificate to the effect set forth
     in Exhibit B hereto, including the certifications in item (3)(b) thereof;
     or

                                      -35-
<PAGE>

         (F)   if such Restricted Definitive Note is being transferred pursuant
     to an effective registration statement under the Securities Act, a
     certificate to the effect set forth in Exhibit B hereto, including the
     certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, in the case of clause (C) above, the Regulation S Global Note.

         (ii)  Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if:

         (A)   such exchange or transfer is effected pursuant to the Exchange
     Offer in accordance with the Registration Rights Agreement and the Holder,
     in the case of an exchange, or the transferee, in the case of a transfer,
     certifies in the applicable Letter of Transmittal that it is not (1) a
     broker-dealer, (2) a Person participating in the distribution of the
     Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)
     of the Authority;

         (B)   such transfer is effected pursuant to the Shelf Registration
     Statement in accordance with the Registration Rights Agreement;

         (C)   such transfer is effected by a Broker-Dealer pursuant to the
     Exchange Offer Registration Statement in accordance with the Registration
     Rights Agreement; or

         (D)   the Registrar receives the following:

               (1) if the Holder of such Definitive Notes proposes to exchange
         such Notes for a beneficial interest in the Unrestricted Global Note, a
         certificate from such Holder in the form of Exhibit C hereto, including
         the certifications in item (1)(c) thereof; or

               (2) if the Holder of such Definitive Notes proposes to transfer
         such Notes to a Person who shall take delivery thereof in the form of a
         beneficial interest in the Unrestricted Global Note, a certificate from
         such Holder in the form of Exhibit B hereto, including the
         certifications in item (4) thereof;

     and, in each such case set forth in this subparagraph (D), if the Registrar
     so requests or if the Applicable Procedures so require, an Opinion of
     Counsel in form reasonably acceptable to the Registrar to the effect that
     such exchange or transfer is in compliance

                                      -36-
<PAGE>

     with the Securities Act and that the restrictions on transfer contained
     herein and in the Private Placement Legend are no longer required in order
     to maintain compliance with the Securities Act.

         Upon satisfaction of the conditions of any of the subparagraphs in this
Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase
or cause to be increased the aggregate principal amount of the Unrestricted
Global Note.

         (iii) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel
the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global
Notes.

         If any such exchange or transfer from a Definitive Note to a beneficial
interest is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) above
at a time when an Unrestricted Global Note has not yet been issued, the
Authority shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

         (e)   Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

         (i)   Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
         Securities Act, then the transferor must deliver a certificate in the
         form of Exhibit B hereto, including the certifications in item (1)
         thereof;

                                      -37-
<PAGE>

               (B) if the transfer will be made pursuant to Rule 903 or Rule
         904, then the transferor must deliver a certificate in the form of
         Exhibit B hereto, including the certifications in item (2) thereof;
         and

               (C) if the transfer will be made pursuant to any other exemption
         from the registration requirements of the Securities Act, then the
         transferor must deliver a certificate in the form of Exhibit B hereto,
         including the certifications, certificates and Opinion of Counsel
         required by item (3) thereof, if applicable.

         (ii)  Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A) such exchange or transfer is effected pursuant to the
         Exchange Offer in accordance with the Registration Rights Agreement
         and the Holder, in the case of an exchange, or the transferee, in the
         case of a transfer, certifies in the applicable Letter of Transmittal
         that it is not (1) a broker-dealer, (2) a Person participating in the
         distribution of the Exchange Notes or (3) a Person who is an affiliate
         (as defined in Rule 144) of the Authority;

               (B) any such transfer is effected pursuant to the Shelf
         Registration Statement in accordance with the Registration Rights
         Agreement;

               (C) any such transfer is effected by a Broker-Dealer pursuant to
         the Exchange Offer Registration Statement in accordance with the
         Registration Rights Agreement; or

               (D) the Registrar receives the following:

                   (1) if the Holder of such Restricted Definitive Notes
               proposes to exchange such Notes for an Unrestricted Definitive
               Note, a certificate from such Holder in the form of Exhibit C
               hereto, including the certifications in item (1)(d) thereof; or

                   (2) if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests, an Opinion of Counsel in form reasonably
         acceptable to the Authority

                                      -38-
<PAGE>

         to the effect that such exchange or transfer is in compliance with the
         Securities Act and that the restrictions on transfer contained herein
         and in the Private Placement Legend are no longer required in order to
         maintain compliance with the Securities Act.

         (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
     A Holder of Unrestricted Definitive Notes may transfer such Notes to a
     Person who takes delivery thereof in the form of an Unrestricted Definitive
     Note. Upon receipt of a request to register such a transfer, the Registrar
     shall register the Unrestricted Definitive Notes pursuant to the
     instructions from the Holder thereof.

         (f)   Exchange Offer. Upon the occurrence of an Exchange Offer in
accordance with the Registration Rights Agreement, the Authority shall issue
and, upon receipt of an Authentication Order in accordance with Section 2.02,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
broker-dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Authority,
and accepted for exchange in the Exchange Offer and (ii) Definitive Notes in an
aggregate principal amount equal to the principal amount of the Restricted
Definitive Notes accepted for exchange in the Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Authority shall execute and the Trustee shall authenticate and deliver to
the Persons designated by the Holders of Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

         (g)   Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

         (i)   Private Placement Legend.

               (A) Except as permitted by subparagraph (B) below, each Global
         Note and each Definitive Note (and all Notes issued in exchange
         therefor or substitution thereof) shall bear the legend in
         substantially the following form:

               "THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
               1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE
               OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
               TO AN EFFECTIVE REGISTRATION STATEMENT OR IN ACCORDANCE WITH AN
               APPLICABLE EXEMPTION FROM THE REGISTRA-

                                      -39-
<PAGE>

               TION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT TO THE DELIVERY
               OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE PURSUANT
               TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE WITH ANY
               APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR
               ANY OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED
               HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE
               EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
               PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE
               SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY
               AGREES FOR THE BENEFIT OF THE AUTHORITY THAT (A) SUCH SECURITY
               MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A
               PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED
               INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
               ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b)
               IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
               SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON
               IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
               SECURITIES ACT OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM
               THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED
               UPON AN OPINION OF COUNSEL IF THE AUTHORITY SO REQUESTS), SUBJECT
               TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF THE
               TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH
               TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE
               AUTHORITY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
               AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
               LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
               JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER
               IS REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY
               EVIDENCED HEREBY OF THE RESALE RESTRICTION SET FORTH IN (A)
               ABOVE."

                                      -40-
<PAGE>

               (B) Notwithstanding the foregoing, any Global Note or Definitive
         Note issued pursuant to subparagraphs (b)(iv), (c)(ii), (c)(iii),
         (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section
         2.06 (and all Notes issued in exchange therefor or substitution
         thereof) shall not bear the Private Placement Legend.

         (ii)  Global Note Legend. Each Global Note shall bear a legend in
     substantially the following form:

         "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
         INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
         BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
         PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE
         SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE INDENTURE,
         (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
         PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
         MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
         2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
         SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE AUTHORITY."

         (iii) Regulation S Temporary Global Note Legend. The Regulation S
     Temporary Global Note shall bear a legend in substantially the following
     form:

         "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
         THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
         NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER
         THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY
         GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

         (h)   Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the princi-

                                      -41-
<PAGE>

pal amount of Notes represented by such Global Note shall be reduced accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note, such other Global Note shall be increased accordingly and an endorsement
shall be made on such Global Note by the Trustee or by the Depositary at the
direction of the Trustee to reflect such increase.

         (i)   General Provisions Relating to Transfers and Exchanges.

         (i)    To permit registrations of transfers and exchanges, the
Authority shall execute and the Trustee shall authenticate Global Notes and
Definitive Notes upon the Authority's order or at the Registrar's request.

         (ii)   No service charge shall be made to a holder of a beneficial
interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Authority may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.10,
3.06, 3.10, 4.10, 4.15 and 9.05 hereof).

         (iii)  The Registrar shall not be required to register the transfer of
or exchange any Note selected for redemption in whole or in part, except the
unredeemed portion of any Note being redeemed in part.

         (iv)   All Global Notes and Definitive Notes issued upon any
registration of transfer or exchange of Global Notes or Definitive Notes shall
be the valid obligations of the Authority, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Global Notes or
Definitive Notes surrendered upon such registration of transfer or exchange.

         (v)    The Authority shall not be required (A) to issue, to register
the transfer of or to exchange any Notes during a period beginning at the
opening of business 15 days before the day of any selection of Notes for
redemption under Section 3.02 hereof and ending at the close of business on the
day of selection, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of
any Note being redeemed in part or (C) to register the transfer of or to
exchange a Note between a record date and the next succeeding Interest Payment
Date.

         (vi)   Prior to due presentment for the registration of a transfer of
any Note, the Trustee, any Agent and the Authority may deem and treat the Person
in whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of and interest on such Notes and for
all other purposes, and none of the Trustee, any Agent or the Authority shall be
affected by notice to the contrary.

                                      -42-
<PAGE>

         (vii)  The Trustee shall authenticate Global Notes and Definitive Notes
in accordance with the provisions of Section 2.02 hereof.

         (viii) All certifications, certificates and Opinions of Counsel
required to be submitted to the Registrar pursuant to this Section 2.06 to
effect a registration of transfer or exchange may be submitted by facsimile.

Section 2.07.  Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Authority
and the Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note, the Authority shall issue and the Trustee, upon receipt of
an Authentication Order, shall authenticate a replacement Note in accordance
with this Indenture. If required by the Trustee or the Authority, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Authority to protect the Authority, the Trustee, any Agent and
any authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Authority may charge for its expenses in replacing a Note.

         Every replacement Note is an additional obligation of the Authority and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08.  Outstanding Notes.

         The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Authority or an Affiliate of the
Authority holds the Note.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Authority, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

                                      -43-
<PAGE>

Section 2.09.  Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Authority, or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Authority, shall be
considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee actually knows are so
owned shall be so disregarded.

Section 2.10.  Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Authority may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Authority
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Authority shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11.  Cancellation.

         The Authority at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Authority. The Authority may not issue new Notes to replace Notes that it
has paid or that have been delivered to the Trustee for cancellation.

Section 2.12.  Defaulted Interest.

         If the Authority defaults in a payment of interest on the Notes, it
shall pay the defaulted interest in any lawful manner plus, to the extent
lawful, interest payable on the defaulted interest, to the Persons who are
Holders on a subsequent special record date, in each case at the rate provided
in the Notes and in Section 4.01 hereof. The Authority shall notify the Trustee
in writing of the amount of defaulted interest proposed to be paid on each Note
and the date of the proposed payment. The Authority shall fix or cause to be
fixed each such special record date and payment date, provided that no such
special record date shall be less than 10 days prior to the related payment date
for such defaulted interest. At least 15 days before the special record date,
the Authority (or, upon the written request of the Authority, the

                                      -44-
<PAGE>

Trustee in the name and at the expense of the Authority) shall mail or cause to
be mailed to Holders a notice that states the special record date, the related
payment date and the amount of such interest to be paid.

Section 2.13.  CUSIP Numbers.

         The Authority in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or the
omission of such numbers. The Authority will promptly notify the Trustee of any
change in the CUSIP numbers.

Section 2.14   Ranking

         The Notes rank pari passu in right of payment to, without limitation,
the Existing Senior Subordinated Notes and at anytime the Junior Relinquishment
Payment (as defined in the Relinquishment Agreement) to the extent then due and
owing pursuant to the terms of the Relinquishment Agreement at such time.


                                    ARTICLE 3

                            REDEMPTION AND PREPAYMENT


Section 3.01.  Notices to Trustee.

         If the Authority elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date, an
Officers' Certificate setting forth (i) the clause of this Indenture pursuant to
which the redemption shall occur, (ii) the redemption date, (iii) the principal
amount of Notes to be redeemed, (iv) the redemption price and (v) if applicable,
any redemption requirements of the principal national securities exchange on
which the Notes are listed.

Section 3.02.  Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes for redemption in compliance with any
requirements of the principal national securities exchange, if any, on which the
Notes are listed as set forth in the Officers' Certificate delivered pursuant to
Section 3.01 or, if the Notes are not so listed or if the requirements

                                      -45-
<PAGE>

are not set forth in such Officers' Certificate, on a pro rata basis, by lot or
in accordance with any other method the Trustee considers fair and appropriate.
In the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

         The Trustee shall promptly notify the Authority in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000,
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

Section 3.03.  Notice of Redemption.

         Subject to the provisions of Section 3.10 hereof, at least 30 days but
not more than 60 days before a redemption date, the Authority shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.

         The notice shall identify the Notes to be redeemed and shall state:

         (a)   the redemption date;

         (b)   the redemption price;

         (c)   if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a new Note in principal amount equal to
     the unredeemed portion shall be issued upon cancellation of the original
     Note;

         (d)   the name and address of the Paying Agent;

         (e)   that Notes called for redemption must be surrendered to the
     Paying Agent to collect the redemption price;

         (f)   that, unless the Authority defaults in making such redemption
     payment, interest on Notes or portions of them called for redemption ceases
     to accrue on and after the redemption date;

         (g)   the paragraph of the Notes and/or Section of this Indenture
     pursuant to which the Notes called for redemption are being redeemed; and

                                      -46-
<PAGE>

         (h)   that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the Notes.

         At the Authority's request, the Trustee shall give the notice of
redemption in the Authority's name and at its expense; provided, however, that
the Authority shall have delivered to the Trustee, at least 45 days prior to the
redemption date (unless a shorter period shall be satisfactory to the Trustee),
an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04.  Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05.  Deposit of Redemption Price.

         One Business Day prior to the redemption date, the Authority shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall promptly return to the Authority any
money deposited with the Trustee or the Paying Agent by the Authority in excess
of the amounts necessary to pay the redemption price of, and accrued interest
on, all Notes to be redeemed.

         If the Authority complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related interest
payment date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Authority to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate provided in the Notes
and in Section 4.01 hereof.

Section 3.06.  Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Authority shall
issue and, upon the Authority's written request, the Trustee shall authenticate
for the Holder at the expense of the Authority a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

                                      -47-
<PAGE>

Section 3.07.  Optional Redemption.

         (a)   Except as set forth in Section 3.08, the Authority shall not have
the option to redeem the Notes pursuant to this Section 3.07 prior to July 1,
2006. On or after such date, the Authority 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 plus accrued and unpaid interest thereon,
if any, to the applicable redemption date, if redeemed during the twelve-month
period beginning on July 1 of the years indicated below:

         Year                                              Percentage
         ----                                              ----------
         2006.....................................          104.188%
         2007.....................................          102.792%
         2008.....................................          101.396%
         2009 and thereafter......................          100.000%

         Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06 hereof.

Section 3.08.  Redemption Pursuant to Gaming Law.

         (a)   Notwithstanding any other provisions of this Article 3, if any
Gaming Regulatory Authority requires that a Holder or beneficial owner of the
Notes must 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 gaming laws, 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 such Gaming 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 or beneficial owner's Notes within 30 days of
receipt 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 for redemption of the Notes of such Holder or beneficial owner
at a redemption price equal to the lesser of (1) the principal amount thereof or
(2) the price at which such Holder or beneficial owner acquired the Notes or (3)
the current market price of the Notes, together with, in each case, accrued and
unpaid interest and Additional Interest, if any, 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 following the notice of redemption if
so ordered by such Gaming Regulatory Authority.

         (b)   In connection with any redemption pursuant to this Section 3.08,
and except as may be required by a Gaming Regulatory Authority, the Authority
shall comply with Sections 3.01 through 3.06 hereof.

                                      -48-
<PAGE>

         (c)   The Authority shall not be required to pay or reimburse any
Holder or beneficial owner of Notes who is required to apply for such license,
qualification or finding of suitability 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.

Section 3.09.  Mandatory Redemption.

         The Authority shall not be required to make mandatory redemption
payments with respect to the Notes.

Section 3.10.  Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Authority shall
be required to commence an offer to all Holders to purchase Notes (an "Asset
Sale Offer"), it shall follow the procedures specified below.

         The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
Business Days after the termination of the Offer Period (the "Purchase Date"),
the Authority shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "Offer Amount") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

         If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

         Upon the commencement of an Asset Sale Offer, the Authority shall send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

         (a)   that the Asset Sale Offer is being made pursuant to this Section
   3.10 and Section 4.10 hereof and the length of time the Asset Sale Offer
   shall remain open;

         (b)   the Offer Amount, the purchase price and the Purchase Date;

         (c)   that any Note not tendered or accepted for payment shall continue
   to accrue interest;

                                      -49-
<PAGE>

         (d)   that, unless the Authority defaults in making such payment, any
   Note accepted for payment pursuant to the Asset Sale Offer shall cease to
   accrue interest after the Purchase Date;

         (e)   that Holders electing to have a Note purchased pursuant to an
   Asset Sale Offer may elect to have Notes purchased in integral multiples of
   $1,000 only;

         (f)   that Holders electing to have a Note purchased Pursuant to any
   Asset Sale Offer shall be required to surrender the Note, with the form
   entitled "Option of Holder to Elect Purchase" on the reverse of the Note
   completed, or transfer by book-entry transfer, to the Authority, a
   depositary, if appointed by the Authority, or a paying agent at the address
   specified in the notice at least three days before the Purchase Date;

         (g)   that Holders shall be entitled to withdraw their election if the
   Authority, the depositary or the paying agent, as the case may be, receives,
   not later than the expiration of the Offer Period, a telegram, telex,
   facsimile transmission or letter setting forth the name of the Holder, the
   principal amount of the Note the Holder delivered for purchase and a
   statement that such Holder is withdrawing his election to have such Note
   purchased;

         (h)   that, if the aggregate principal amount of Notes surrendered by
   Holders exceeds the Offer Amount, the Authority shall select the Notes to be
   purchased on a pro rata basis (with such adjustments as may be deemed
   appropriate by the Authority so that only Notes in denominations of $1,000,
   or integral multiples thereof, shall be purchased); and

         (i)   that Holders whose Notes were purchased only in part shall be
   issued new Notes equal in principal amount to the unpurchased portion of the
   Notes surrendered (or transferred by book-entry transfer).

         On or before the Purchase Date, the Authority shall, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Authority in
accordance with the terms of this Section 3.10. The Authority, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not later
than five Business Days after the Purchase Date) mail or deliver to each
tendering Holder an amount equal to the purchase price of the Notes tendered by
such Holder and accepted by the Authority for purchase, and the Authority shall
promptly issue a new Note, and the Trustee, upon written request from the
Authority shall authenticate and mail or deliver such new Note to such Holder,
in a principal amount equal to any unpurchased portion of the Note surrendered.
Any Note not so accepted shall be promptly mailed or delivered by the Authority
to the Holder thereof. The Authority shall publicly announce the results of the
Asset Sale Offer on the Purchase Date.

                                      -50-
<PAGE>

         Other than as specifically provided in this Section 3.10, any purchase
pursuant to this Section 3.10 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.


                                    ARTICLE 4

                                    COVENANTS

Section 4.01.  Payment of Notes.

         (a)   The Authority shall pay or cause to be paid the principal of,
premium, if any, and interest on the Notes on the dates and in the manner
provided in the Notes. Principal, premium, if any, and interest and Additional
Interest, if any, shall be considered paid on the date due if the Paying Agent,
if other than the Authority or a Subsidiary thereof, holds as of 10:00 a.m.
Eastern Time on the due date money deposited by the Authority in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest and Additional Interest, if any, then due. The Authority
shall pay all Additional Interest, if any, in the same manner, on the same dates
and in the amounts set forth in the first paragraph of the Notes.

         (b)   The Authority shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest (without regard to any applicable grace period) at the same rate to the
extent lawful.

Section 4.02.  Maintenance of Office or Agency.

         (a)   The Authority shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an Affiliate of the Trustee, Registrar or coregistrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Authority in respect of the Notes and this Indenture may
be served. The Authority shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Authority shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

         (b)   The Authority may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such

                                      -51-
<PAGE>

designation or rescission shall in any manner relieve the Authority of its
obligation to maintain an office or agency in the Borough of Manhattan, the City
of New York for such purposes. The Authority shall give prompt written notice to
the Trustee of any such designation or rescission and of any change in the
location of any such other office or agency.

         (c)   The Authority hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Authority in accordance with Section
2.03.

Section 4.03.  Reports.

         (a)   Whether or not required by the SEC, so long as any Notes are
outstanding, the Authority will furnish to the Holders of Notes and the Trustee
within 15 days after the end of the time periods specified in the SEC's rules
and regulations for filings of current, quarterly and annual reports:

         (i)   all quarterly and annual financial information that would be
               required to be contained in a filing with the SEC on Forms 10-Q
               and 10-K if the Authority were required to file such Forms,
               including a "Management's Discussion and Analysis of Financial
               Condition and Results of Operations" that describes the financial
               condition and results of operations of the Authority and its
               consolidated Subsidiaries (showing in reasonable detail, either
               on the face of the financial statements or in the footnotes
               thereto and in Management's Discussion and Analysis of Financial
               Condition and Results of Operations, the financial condition and
               results of operations of the Authority and its Restricted
               Subsidiaries separate from the financial condition and results of
               operations of the Unrestricted Subsidiaries of the Authority, to
               the extent that would be required by the rules, regulations or
               interpretive positions of the SEC) and, with respect to the
               annual information only, a report thereon by the Authority's
               independent public accountants; and

         (ii)  all current reports that would be required to be filed with the
               SEC on Form 8-K if the Authority were required to file such
               reports.

         (b)   In the event that the Authority consummates an Exchange Offer,
whether or not required by the rules and regulations of the SEC, the Authority
will file a copy of all such information and reports with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request.

         (c)   The Authority has agreed that, for so long as any Notes remain
outstanding, it will furnish to the Holders and to securities analysts and
prospective investors,

                                      -52-
<PAGE>

upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

         (d)   The Authority shall file with the Trustee and provide to Holders
of Notes, within 15 days after it files them with the NIGC, copies of all
reports which the Authority is required to file with the NIGC pursuant to 25
C.F.R. Part 514.

         (e)   The Authority shall at all times comply with TIA ss.314(a).

Section 4.04.  Compliance Certificate.

         (a)   The Authority shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Authority and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Authority has kept, observed, performed and fulfilled
its obligations under this Indenture, and further stating, as to each such
Officer signing such certificate, that to the best of his or her knowledge the
Authority has kept, observed, performed and fulfilled each and every covenant
contained in this Indenture and is not in default in the performance or
observance of any of the terms, provisions and conditions of this Indenture (or,
if a Default or Event of Default shall have occurred, describing all such
Defaults or Events of Default of which he or she may have knowledge and what
action the Authority is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Authority is taking or proposes to
take with respect thereto.

         (b)   So long as not contrary to the then current recommendations of
the American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Authority's independent public accountants (who shall
be a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Authority has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

         (c)   The Authority shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Authority is taking or proposes to take with
respect thereto.

                                      -53-
<PAGE>

Section 4.05.  Taxes.

         The Authority shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06.  Stay, Extension and Usury Laws.

         The Authority covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Authority (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

Section 4.07.  Restricted Payments.

         (a)   The Authority will not, and the Authority will not permit any of
its Restricted Subsidiaries, directly or indirectly, to: (i) make any payment on
or with respect to any of the Authority's or any of its Restricted Subsidiaries'
Equity Interests; (ii) purchase, redeem, defease or otherwise acquire or retire
for value any Equity Interest in the Authority held by the Tribe or any
Affiliate of the Tribe; (iii) make any payment on or with respect to, or
purchase, redeem, defease or otherwise acquire or retire for value any
Subordinated Indebtedness, except a payment of interest or principal at Stated
Maturity thereof; (iv) make any payment or distribution to the Tribe (or any
other agency, instrumentality or political subunit thereof) or make any general
distribution to the members of the Tribe (other than Government Service
Payments); or (v) make any Restricted Investment; (all such payments and other
actions set forth in clauses (i) through (v) are collectively referred to as
"Restricted Payments") unless, at the time of and after giving effect to such
Restricted Payment:

         (A)   no Default or Event of Default shall have occurred and be
     continuing or would occur as a consequence thereof;

         (B)   the Authority would, at the time of such Restricted Payment and
     after giving pro forma effect thereto as if such Restricted Payment had
     been made at the beginning of the applicable four-quarter period, have been
     permitted to incur at least $1.00 of additional Indebtedness pursuant to
     the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); and

         (C)   such Restricted Payment, together with the aggregate amount of
     all other Restricted Payments made by the Authority and its Restricted
     Subsidiaries since

                                      -54-
<PAGE>

     March 3, 1999 (excluding Restricted Payments permitted by clauses (ii),
     (iii), (iv) and (v) of Section 4.07(b)), is less than the sum, without
     duplication, of (1) 50% of the Consolidated Net Income of the Authority for
     the period (taken as one accounting period) from the beginning of the first
     fiscal quarter commencing after March 3, 1999 to the end of the Authority's
     most recently ended fiscal quarter for which internal financial statements
     are available at the time of such Restricted Payment (or, if such
     Consolidated Net Income for such period is a deficit, less 100% of such
     deficit), plus (2) 100% of the aggregate net cash proceeds or fair market
     value (as determined in good faith by the Management Board and evidenced by
     a resolution set forth in an Officers' Certificate delivered to the
     Trustee) of assets or property (other than cash) received by the Authority
     from capital contributions from the Tribe that bear no mandatory obligation
     to repay the Tribe, plus (3) to the extent that any Restricted Investment
     that was made after March 3, 1999 is sold, liquidated or otherwise disposed
     of for cash or an amount equal to the fair market value thereof (as
     determined in good faith by the Management Board and evidenced by a
     resolution set forth in an Officers' Certificate delivered to the Trustee),
     the lesser of (I) the cash return of capital or fair market value amount,
     as the case may be, with respect to such Restricted Investment (less the
     cost of disposition, if any) and (II) the initial amount of such Restricted
     Investment, plus (4) to the extent that any Unrestricted Subsidiary is
     redesignated as a Restricted Subsidiary after March 3, 1999, the lesser of
     (I) the fair market value of the Authority's Investment in such Subsidiary
     as of the date of such redesignation and (II) such fair market value as of
     the date on which such Subsidiary was originally designated as an
     Unrestricted Subsidiary.

         (b)   So long as no Default has occurred and is continuing or would be
caused thereby, the preceding provisions will not prohibit: (i) the defeasance,
redemption, repurchase or other acquisition of Subordinated Indebtedness with
the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness;
(ii) the payment of any dividend by a Restricted Subsidiary of the Authority to
the holders of its common Equity Interests on a pro rata basis; (iii) the
repurchase, redemption or other acquisition or retirement for value of any
Equity Interests of any Restricted Subsidiary of the Authority held by any
member of the Authority's (or any of its Restricted Subsidiaries') management
pursuant to any management equity subscription agreement or stock option
agreement in effect as of the date of this Indenture; provided that (a) the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed $1.0 million in any 12-month period and (b)
the aggregate amount of all such repurchased, redeemed, acquired or retired
Equity Interests shall not in the aggregate exceed $3.0 million; (iv) the
redemption or purchase of Subordinated Indebtedness of the Authority in the
event that the holder of such Subordinated Indebtedness has failed to qualify or
be found suitable or otherwise be eligible by any Gaming Regulatory Authority to
remain a holder of such Subordinated Indebtedness; (v) the redemption,
defeasance, repurchase or other acquisition or retirement of Subordinated
Indebtedness with the net cash proceeds from a substantially concurrent capital
contribution from the Tribe (provided that such capital contribution is not
counted for purposes of Section 4.07(a)(C)(2));

                                      -55-
<PAGE>

and (vi) any other Restricted Payments in an amount not to exceed $20.0 million
at any one time outstanding.

         (c)   The Authority may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default; provided
that in no event shall (i) any entity (including any Subsidiary of the Authority
or the Authority or any operating division thereof) engaged in a Principal
Business be transferred to or held by an Unrestricted Subsidiary or (ii) any Key
Project Assets or Gaming Licenses be transferred to an Unrestricted Subsidiary.
In the event of such designation, all outstanding Investments owned by the
Authority and its Restricted Subsidiaries in the Subsidiary so designated will
be deemed to be an Investment made as of the time of such designation and will
reduce the amount available for Restricted Payments under this Section 4.07(a)
unless the Investment constitutes a Permitted Investment. All such outstanding
Investments will be deemed to constitute Restricted Payments in an amount equal
to the fair market value of such Investments at the time of such designation.
Such designation will only be permitted if such Restricted Payment would be
permitted at such time and if such Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. The Authority may redesignate an
Unrestricted Subsidiary to be a Restricted Subsidiary if such redesignation
would not otherwise cause a Default.

         (d)   The amount of all Restricted Payments (other than cash) shall be
the fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Authority or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.07 shall be determined by the Management Board whose
resolution with respect thereto shall be delivered to the Trustee. Not later
than the date of making any Restricted Payment, the Authority shall deliver to
the Trustee an Officers' Certificate stating that such Restricted Payment is
permitted and setting forth the basis upon which the calculations required by
this Section 4.07 were computed.

Section 4.08.  Dividend and Other Payment Restrictions Affecting Subsidiaries.

         (a)   Except as set forth in Section 4.08(b), the Authority will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create or permit to exist or become effective any encumbrance or
restriction on the ability of any Restricted Subsidiary to: (i) pay dividends or
make any other distributions on its Capital Stock to the Authority or any of the
Authority's Restricted Subsidiaries, or with respect to any other interest or
participation in, or measured by, its profits, or pay any indebtedness owed to
the Authority or any of the Authority's Restricted Subsidiaries; (ii) make loans
or advances to the Authority or any of the Authority's Restricted Subsidiaries;
or (iii) transfer any of its properties or assets to the Authority or any of the
Authority's Restricted Subsidiaries.

                                      -56-
<PAGE>

         (b)   The provisions of Section 4.08(a) will not apply to encumbrances
or restrictions existing under or by reason of:

         (i)   Existing Indebtedness as in effect on the date of this Indenture
               and any amendments, modifications, restatements, renewals,
               extensions, increases, supplements, refundings, replacements or
               refinancings thereof, provided that such amendments,
               modifications, restatements, renewals, extensions, increases,
               supplements, refundings, replacements or refinancings are no more
               restrictive, taken as a whole, with respect to such dividend and
               other payment restrictions than those contained in such Existing
               Indebtedness, as in effect on the date of this Indenture;

         (ii)  this Indenture and the Notes;

         (iii) the Credit Facilities;

         (iv)  applicable law;

         (v)   any instrument governing Indebtedness or Capital Stock of a
               Person acquired by the Authority or any of its Restricted
               Subsidiaries as in effect at the time of such acquisition (except
               to the extent such Indebtedness was incurred in connection with
               or in contemplation of such acquisition), which encumbrance or
               restriction is not applicable to any Person, or the properties or
               assets of any Person, other than the Person, or the property or
               assets of the Person, so acquired, provided that, in the case of
               Indebtedness, such Indebtedness was permitted by the terms of
               this Indenture to be incurred;

         (vi)  customary non-assignment provisions in leases or other contracts
               entered into in the ordinary course of business and consistent
               with past practices;

         (vii) purchase money obligations (including, without limitation,
               Capital Lease Obligations) for property acquired in the ordinary
               course of business that impose restrictions on the property so
               acquired of the nature described in Section 4.08(a)(iii);

         (viii)any agreement for the sale or other disposition of a Restricted
               Subsidiary that restricts distributions by such Restricted
               Subsidiary pending its sale or other disposition;

         (ix)  Permitted Refinancing Indebtedness, provided that the
               restrictions contained in the agreements governing such Permitted
               Refinancing Indebtedness are no more restrictive, taken as a
               whole, than those contained in the agreements governing the
               Indebtedness being refinanced;

                                      -57-
<PAGE>

         (x)   Liens securing Indebtedness otherwise permitted to be incurred
               pursuant to Section 4.12 that limit the right of the Authority or
               any of its Restricted Subsidiaries to dispose of the assets
               subject to such Lien;

         (xi)  provisions with respect to the disposition or distribution of
               assets or property in joint venture agreements and other similar
               agreements entered into in the ordinary course of business; and

         (xii) restrictions on cash or other deposits or net worth imposed by
               customers under contracts entered into in the ordinary course of
               business.

Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a)   The Authority will not, and will not permit any of its
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Indebtedness) and the Authority will not issue any Disqualified Stock and will
not permit any of its Subsidiaries to issue any shares of preferred stock;
provided, however, that the Authority may incur Indebtedness (including Acquired
Indebtedness) or issue shares of Disqualified Stock and the Authority's
Subsidiaries may incur Indebtedness or issue preferred stock if the Fixed Charge
Coverage Ratio for the Authority's most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred would have been at least
2.0 to 1.0 determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred
at the beginning of such four-quarter period. Notwithstanding the foregoing, the
Authority will not issue any Disqualified Stock or any type of Capital Stock
that would violate IGRA.

         (b)   So long as no Default or Event of Default shall have occurred and
be continuing, or would be caused thereby, Section 4.09(a) will not prohibit the
incurrence of any of the following items of Indebtedness:

         (i)   the incurrence by the Authority or its Restricted Subsidiaries of
               Indebtedness and letters of credit pursuant to Credit Facilities;
               provided that the aggregate principal amount of all such
               Indebtedness and letters of credit outstanding under all Credit
               Facilities, after giving effect to such incurrence (with letters
               of credit being deemed to have a principal amount equal to the
               maximum potential liability of the Authority thereunder), does
               not exceed $500.0 million less the aggregate amount of all Net
               Proceeds of Asset Sales applied by the Authority or any of its
               Restricted Subsidiaries since March 3, 1999 to repay Indebtedness
               under Credit Facilities permitted under Section 4.10;

                                      -58-
<PAGE>

         (ii)  the incurrence by the Authority and its Restricted Subsidiaries
               of Existing Indebtedness;

         (iii) the incurrence by the Authority of Indebtedness represented by
               the Notes in an aggregate principal amount of $150.0 million;

         (iv)  the incurrence by the Authority or any of its Restricted
               Subsidiaries of Indebtedness represented by Capital Lease
               Obligations, mortgage financings or purchase money obligations,
               in each case incurred for the purpose of financing all or any
               part of the purchase price of furniture, fixtures, equipment or
               similar assets used or useful in the business of the Authority or
               such Restricted Subsidiary not to exceed 100% of the lesser of
               cost and fair market value of the assets financed and, in an
               aggregate principal amount under this clause (v) not to exceed
               $25.0 million at any time outstanding;

         (v)   the incurrence by the Authority or any of its Restricted
               Subsidiaries of Permitted Refinancing Indebtedness in exchange
               for, or the net proceeds of which are used to refund, refinance,
               renew, extend, defease or replace Indebtedness that was permitted
               by this Indenture to be incurred under Section 4.09(a) or clauses
               (i), (ii), (iii) or (iv) of this Section 4.09(b);

         (vi)  the incurrence by the Authority or any of its Restricted
               Subsidiaries of Hedging Obligations that are incurred for the
               purpose of fixing or hedging interest rate risk with respect to
               any floating rate Indebtedness that is permitted by the terms of
               this Indenture to be outstanding;

         (vii) the guarantee by the Authority or any of its Restricted
               Subsidiaries of any Indebtedness of the Authority or any of its
               Restricted Subsidiaries that was permitted to be incurred by
               another provision of this Section 4.09;

         (viii)the incurrence by a Wholly Owned Restricted Subsidiary of
               Indebtedness owed to another Wholly Owned Restricted Subsidiary
               or to the Authority; provided that if at any time any such Wholly
               Owned Restricted Subsidiary ceases to be a Wholly Owned
               Restricted Subsidiary, any such Indebtedness shall be deemed to
               be an incurrence of Indebtedness for the purposes of this Section
               4.09;

         (ix)  the incurrence by the Authority or any of its Restricted
               Subsidiaries of additional Indebtedness in an aggregate principal
               amount (or accreted value, as applicable) at any time
               outstanding, including all Permitted Refinancing Indebtedness
               incurred to refund, refinance or replace any Indebtedness
               incurred pursuant to this clause (ix), not to exceed $25.0
               million; or

                                      -59-
<PAGE>

         (x)   the incurrence by the Authority's Unrestricted Subsidiaries of
               Non-Recourse Debt, provided, however, that if any such
               Indebtedness ceases to be Non-Recourse Debt of an Unrestricted
               Subsidiary, such event shall be deemed to constitute an
               incurrence of Indebtedness by a Restricted Subsidiary of the
               Authority that was not permitted by this clause (x).

         For purposes of determining compliance with this Section 4.09 in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Indebtedness described in clauses (i) through (x) above or
is entitled to be incurred pursuant to Section 4.09(a), the Authority shall, in
its sole discretion, classify such item of Indebtedness on the date of its
incurrence in any manner that complies with this Section 4.09.

Section 4.10.  Asset Sales.

         (a)   The Authority will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless: (i) the Authority (or its
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair market value (as determined in good
faith by the Management Board and evidenced by a resolution set forth in an
Officers' Certificate delivered to the Trustee) of the assets sold or otherwise
disposed of; and (ii) except in the case of a Permitted Asset Swap, at least 75%
of the consideration therefor received by the Authority or such Restricted
Subsidiary is in the form of cash. For purposes of this provision, each of the
following shall be deemed to be cash: (A) any liabilities that would appear on
the Authority's or such Restricted Subsidiary's balance sheet prepared in
accordance with GAAP (other than contingent liabilities and liabilities that are
by their terms subordinated to the Notes or any guarantee thereof) that are
assumed by the transferee of any such assets pursuant to a customary novation
agreement that releases the Authority or such Restricted Subsidiary from further
liability; and (B) any securities, notes or other obligations received by the
Authority or any such Restricted Subsidiary from such transferee that are
converted by the Authority or such Restricted Subsidiary into cash (to the
extent of the cash received) within 30 days of the receipt thereof, provided,
however, that the Authority will not be permitted to make any Asset Sale of Key
Project Assets.

         (b)   Within 360 days after the receipt of any Net Proceeds from an
Asset Sale, the Authority may apply such Net Proceeds, at its option, to: (i)
repay permanently term Indebtedness under Credit Facilities of the Authority or
any Restricted Subsidiary; (ii) repay revolving credit Indebtedness under Credit
Facilities and correspondingly permanently reduce commitments with respect
thereto; (iii) acquire a majority of the assets of, or a majority of the Voting
Stock of, an entity engaged in the Principal Business or a Related Business;
(iv) make capital expenditures or acquire other long-term assets that are used
or useful in the Principal Business or a Related Business; (v) make an
investment in the Principal Business or a Related Business or in tangible
long-term assets used or useful in the Principal Business or a Related Business;
or (vi) reduce permanently Indebtedness (including the Senior Notes) that is not
Subordinated Indebtedness.

                                      -60-
<PAGE>

         Pending the final application of any such Net Proceeds, the Authority
may temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture.

         (c)   Any Net Proceeds from Asset Sales that are not applied or
invested as provided in Section 4.10(b) will be deemed to constitute "Excess
Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million,
the Authority will make an Asset Sale Offer to all Holders of Notes and all
holders of other Indebtedness containing provisions similar to those set forth
in this Indenture with respect to offers to purchase or redeem with the proceeds
of sales of assets to purchase the maximum principal amount of Notes and such
other Indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer will be equal to 100% of the principal amount plus
accrued and unpaid interest and Additional Interest, if any, to the date of
purchase and will be payable in cash, in accordance with the procedures set
forth in this Indenture and such other Indebtedness. To the extent that any
Excess Proceeds remain after consummation of an Asset Sale Offer, the Authority
may use such Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and such other
Indebtedness tendered into such Asset Sale Offer surrendered by holders thereof
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other Indebtedness (to the extent that such other Indebtedness permits such
selection) to be purchased on a pro rata basis. Upon completion of such offer to
purchase, the amount of Excess Proceeds shall be reset at zero.

Section 4.11.  Transactions with Affiliates.

         (a)   The Authority will not, and the Authority will not permit any of
its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with or for the
benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"),
unless: (i) such Affiliate Transaction is on terms that are no less favorable to
the Authority or the relevant Restricted Subsidiary than those that would have
been obtained in a comparable transaction by the Authority or such Restricted
Subsidiary with an unrelated Person; and (ii) the Authority delivers to the
Trustee: (A) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $5.0
million, a resolution of the Management Board set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with this
Section 4.11 and that such Affiliate Transaction has been approved by a majority
of the disinterested members of the Management Board; and (B) with respect to
any Affiliate Transaction or series of related Affiliate Transactions involving
aggregate consideration in excess of $10.0 million, an opinion as to the
fairness to the Authority or such Restricted Subsidiary of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.

                                      -61-
<PAGE>

         (b)   The following items shall not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of Section
4.1l(a): (i) any employment agreement or arrangement entered into by the
Authority or any of its Restricted Subsidiaries in the ordinary course of
business and consistent with the past practice of the Authority or such
Restricted Subsidiary; (ii) transactions between or among the Authority and/or
its Restricted Subsidiaries; (iii) payment of reasonable Management Board fees
to members of the Management Board; (iv) transactions with Persons in whom the
Authority owns any Equity Interests, so long as the remaining equity holders of
such Person are not Affiliates of the Authority or any of its Subsidiaries; (v)
Government Service Payments; (vi) transactions pursuant to the Development
Services Agreement, the Relinquishment Agreement and the Side Letters; (vii)
Restricted Payments or Permitted Investments that are made in compliance with
the provisions of Section 4.07; and (viii) contractual arrangements existing on
the date of this Indenture and renewals, extensions and any modifications
thereof that are not materially adverse to Holders.

Section 4.12.  Liens.

         The Authority will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or otherwise
cause or suffer to exist or become effective any Lien of any kind (other than
Permitted Liens) upon any of its property or assets or any proceeds therefrom,
which secures either (i) Subordinated Indebtedness, unless the Notes are secured
by a Lien on such property, assets or proceeds, which Lien is senior in priority
to the Liens securing such Subordinated Indebtedness or (ii) pari passu
Indebtedness, unless the Notes are equally and ratably secured with the Liens
securing such pari passu Indebtedness.

Section 4.13.  Line of Business.

         The Authority shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than the Principal Business or a
Related Business.

Section 4.14.  Existence of the Authority and Maintenance of the Lease.

         (a)   The Authority shall, and shall cause each of its Restricted
Subsidiaries to, do or cause to be done all things necessary to preserve and
keep in full force and effect their respective existence, in accordance with
their respective organizational documents and their respective rights
(contractual, charter and statutory), licenses and franchises; provided,
however, that neither the Authority nor any Restricted Subsidiary shall be
required to preserve, with respect to itself, any license, right or franchise
and, with respect to its Restricted Subsidiaries, any such existence, license,
right or franchise, if its Management Board or Board of Directors, or other
governing body or officers authorized to make such determination, as the case
may be, shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Authority or any Restricted Subsidiary, and
that the loss thereof is not adverse in any material respect to the Holders.

                                      -62-
<PAGE>

         (b)   The Authority shall do, or cause to be done, all things necessary
to perform any material covenants set forth in the Lease in order to keep the
Lease in full force and effect.

Section 4.15.  Offer to Repurchase at the Option of Holders Upon Change of
               Control.

         (a)   If a Change of Control occurs, each Holder of the Notes will have
the right to require the Authority to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of that Holder's Notes pursuant to a
change of control offer (a "Change of Control Offer"). In the Change of Control
Offer, the Authority will offer a payment (the "Change of Control Payment") in
cash equal to 101% of the aggregate principal amount of Notes repurchased plus
accrued and unpaid interest and Additional Interest, if any, thereon, to the
date of purchase.

         (b)   Within 20 Business Days following any Change of Control, the
Authority will mail a notice to each Holder (and, unless the Trustee makes the
mailing on behalf of the Authority, to the Trustee) describing the transaction
or transactions that constitute the Change of Control and offering to repurchase
Notes on the date specified in such notice (the "Change of Control Payment
Date"), pursuant to the procedures required by this Indenture and described in
such notice. If the Authority wishes the Trustee to do the mailing, it will give
the Trustee adequate prior notice so that the Trustee may do so. The Authority
will comply with the requirements of Rule 14e-1 under the Exchange Act and any
other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of the Notes as a
result of a Change of Control.

         (c)   On the Change of Control Payment Date, the Authority will, to the
extent lawful: (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered; and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or portions thereof being purchased by
the Authority.

         (d)   The Paying Agent will promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Authority will
notify the Trustee and will instruct the Trustee to notify the Holders of the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

                                      -63-
<PAGE>

         (e)   Notwithstanding anything to the contrary in this Section 4.15,
the Authority shall not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.15 and Section 3.10 hereof and all other provisions of this
Indenture applicable to a Change of Control Offer made by the Authority and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

Section 4.16.  No Senior Subordinated Indebtedness.

         Notwithstanding the provisions of Section 4.09 hereof, (i) the
Authority shall not incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinate or junior in right of payment to
any Senior Indebtedness of the Authority and senior in any respect in right of
payment to the Notes, and (ii) no Subsidiary Guarantor shall incur, create,
issue, assume, guarantee or otherwise become liable for any Indebtedness that is
subordinated or junior in right of payment to any Senior Indebtedness of such
Subsidiary Guarantor and senior in any respect in right of payment to such
Subsidiary Guarantor's Subsidiary Guarantee.

Section 4.17.  Sale and Leaseback Transactions.

         The Authority will not, and will not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction involving the
Resort; provided that the Authority or any of its Restricted Subsidiaries may
enter into a sale and leaseback transaction if: (i) the Authority or such
Restricted Subsidiary, as applicable, could have (a) incurred Indebtedness in an
amount equal to the Attributable Debt relating to such sale and leaseback
transaction pursuant to the Fixed Charge Coverage Ratio test set forth in
Section 4.09(a) and (b) incurred a Lien to secure such Indebtedness pursuant to
Section 4.12; (ii) the gross cash proceeds of such sale and leaseback
transaction are at least equal to the fair market value, as determined in good
faith by the Management Board and set forth in an Officers' Certificate
delivered to the Trustee, of the property that is subject of such sale and
leaseback transaction; and (iii) the transfer of assets in such sale and
leaseback transaction is permitted by, and the Authority applies the proceeds of
such transaction in compliance with Section 4.10.

Section 4.18.  Issuances and Sales of Equity Interests in Wholly Owned
               Restricted Subsidiaries.

         The Authority (i) will not, and will not permit any Wholly Owned
Restricted Subsidiary of the Authority to, transfer, convey, sell, lease or
otherwise dispose of any Equity Interests in any Wholly Owned Restricted
Subsidiary of the Authority to any Person (other than the Authority or another
Wholly Owned Restricted Subsidiary of the Authority), unless (a) such transfer,
conveyance, sale, lease or other disposition is of all the Equity Interests in
such Wholly Owned Restricted Subsidiary and (b) the cash Net Proceeds from such
transfer, conveyance, sale, lease or other disposition are applied in accordance
with Section 4.10, and

                                      -64-
<PAGE>

(ii) will not permit any Wholly Owned Restricted Subsidiary of the Authority to
issue any of its Equity Interests (other than, if necessary, shares of its
Capital Stock constituting directors' qualifying shares) to any Person other
than to the Authority or a Wholly Owned Restricted Subsidiary of the Authority.

Section 4.19.  Payments for Consent.

         Neither the Authority nor any of its Restricted Subsidiaries shall,
directly or indirectly, pay or cause to be paid any consideration, whether by
way of interest, fee or otherwise, to any Holder of any Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.20.  Subsidiary Guarantees.

         If the Authority acquires or creates any Restricted Subsidiary after
the date of this Indenture, then that newly acquired or created Restricted
Subsidiary must become a Subsidiary Guarantor and execute a supplemental
indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the
Trustee within 20 Business Days of the date on which it is acquired or created.

Section 4.21.  Ownership Interests in the Authority.

         Neither the Tribe nor the Authority shall permit any Person other than
the Tribe to acquire any Ownership Interest whatsoever in the Authority.

Section 4.22.  Ranking of Payments Under the Relinquishment Agreement.

         The Authority will not designate the Senior Relinquishment Payments (as
defined in the Relinquishment Agreement) as Designated Senior Indebtedness and
the Authority will not amend Section 6.2 of the Relinquishment Agreement in a
manner adverse to the Holders of the Notes.

Section 4.23.  Construction.

         The Authority will use its commercially reasonable best efforts to
cause construction of the Project Sunburst to be prosecuted with diligence and
continuity in good and workmanlike manner materially in accordance with the
plans relating to the Project Sunburst as more fully described in the Offering
Memorandum.

                                      -65-
<PAGE>

Section 4.24.  Restrictions on Leasing and Dedication of Property.

         (a)   Except as provided in Section 4.24(b), the Authority will not
lease, sublease, or grant a license, concession or other agreement to occupy,
manage or use any material portion of the Authority's property and assets owned
or leased by the Authority (each, a "Lease Transaction").

         (b)   Section 4.24(a) will not prohibit any of the following Lease
Transactions:

         (i)   the Authority may enter into a Lease Transaction with respect to
               any space with any Person (including, without limitation, a lease
               in connection with the Project Sunburst for the purpose of
               developing, constructing, operating and managing retail
               establishments within the Resort), provided that: (A) such Lease
               Transaction will not materially interfere with, impair or detract
               from the operations of the Resort; (B) such Lease Transaction
               contains rent and such other terms such that the Lease
               Transaction, taken as a whole is commercially reasonable in light
               of prevailing or comparable transactions in other casinos,
               hotels, attractions or shopping venues; and (C) such Lease
               Transaction complies with all applicable law, including obtaining
               any consent of the BIA, if required;

         (ii)  the Lease and any amendments, extensions, modifications or
               renewals thereof which are not materially adverse to the Holders;

         (iii) the Authority may enter into a management or operating agreement
               with respect to any of the Authority's property and assets with
               any Person; provided that (A) the manager or operator has
               experience in managing or operating similar operations; and (B)
               such management or operating agreement is on commercially
               reasonable and fair terms to the Authority; and

         (iv)  the Relinquishment Agreement, the Development Services Agreement
               and the Side Letters with the Manager and any amendments,
               extensions, modifications or renewals thereof which are not
               materially adverse to the Holders.

         (c)   No Lease Transaction may provide that the Authority may
subordinate its leasehold or fee interest to any lessee or any financing party
of any lessee, and no person other than the Authority may conduct gaming or
casino operations on any property that is the subject of a Lease Transaction.

                                      -66-
<PAGE>

Section 4.25.  Maintenance of Insurance.

         Until the Notes have been paid in full, the Authority shall maintain
insurance with responsible carriers against such risks and in such amounts as is
customarily carried by similar businesses with such deductibles, retentions, set
insured amounts and coinsurance provisions as are customarily carried by similar
businesses of similar size, including, without limitation, property and
casualty.

         Customary insurance coverage shall be deemed to include the following:

         (a)   workers' compensation insurance to the extent required to comply
               with all applicable state, territorial, or United States laws and
               regulations, or the laws and regulations of any other applicable
               jurisdiction;

         (b)   comprehensive general liability insurance with minimum limits of
               $2.0 million;

         (c)   umbrella or bumbershoot liability insurance providing excess
               liability coverages over and above the foregoing underlying
               insurance policies up to a minimum limit of $100.0 million; and

         (d)   property insurance protecting the property against loss or damage
               by fire, lightning, wind-storm, tornado, water damage, vandalism,
               riot, earthquake, civil commotion, malicious mischief, hurricane,
               and such other risks and hazards as are from time to time covered
               by an "all-risk" policy or a property policy covering "special"
               causes of loss (such insurance shall provide coverage of not less
               than 100% of actual replacement value (as determined at each
               policy renewal based on the F.W. Dodge Building Index or some
               other recognized means) of any improvements and with a deductible
               no greater than $500,000 (other than earthquake insurance, for
               which the deductible may be up to 10% of such replacement
               value)).

Section 4.26.  Gaming Licenses.

         The Authority will use its commercially reasonable best efforts to
obtain and retain in full force and effect at all times all Gaming Licenses
necessary for the operation of the Resort, provided that, if in the course of
the exercise of its governmental or regulatory functions the Authority is
required to suspend or revoke any consent, permit or license or close or suspend
any operation or any part of the Resort as a result of any noncompliance with
the law, the Authority will use its commercially reasonable best efforts to
promptly and diligently correct such noncompliance or replace any personnel
causing such noncompliance so that the Resort will be opened and fully
operating.

                                      -67-
<PAGE>

         The Authority shall file with the Trustee and provide Holders of Notes
any Notice of Violation, Order of Temporary Closure, or Assessment of Civil
Fines from the NIGC pursuant to 25 C.F.R. Part 573 or 575 or any successor
provision, and any notice of Non-Compliance issued by, or cause of action
commenced by, the State of Connecticut under Section 13 of the Compact, or any
successor provision.

Section 4.27.  Designation of Designated Senior Indebtedness Under the
               Relinquished Agreement.

         The Authority will not designate any indebtedness as "Designated Senior
Indebtedness" under the Relinquishment Agreement that is not also designated as
Designated Senior Indebtedness under this Indenture.

Section 4.28.  Use of Proceeds.

         The Authority will use the net proceeds of the Notes for Permitted
Proceed Uses.

Section 4.29:  Additional Interest

         If Additional Interest is payable by the Authority pursuant to the
Registration Rights Agreement, the Authority shall deliver to the Trustee a
certificate to that effect stating (i) the amount of such Additional Interest
that is payable and (ii) the date on which such interest is payable. Unless and
until a Responsible Officer of the Trustee receives such a certificate, the
Trustee may assume without inquiry that no Additional Interest is payable. If
the Authority has paid Additional Interest directly to the persons entitled to
it, the Authority shall deliver to the Trustee a certificate setting forth the
particulars of such payment.


                                    ARTICLE 5

                                   SUCCESSORS

Section 5.01.  Liquidation or Dissolution..

         The Authority shall not sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or assets in one
or more transactions. The Authority shall not consolidate or merge with or into
any other Person.

                                      -68-
<PAGE>

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES


Section 6.01.  Events of Default.

         An Event of Default occurs if:

         (a)   the Authority defaults for 30 days in the payment when due of
               interest on, or Additional Interest with respect to, the Notes;

         (b)   the Authority defaults in payment when due of the principal of or
               premium, if any, on the Notes;

         (c)   the Authority or any of its Restricted Subsidiaries fails to
               comply with any of the provisions of Section 4.10 or 5.01 hereof;

         (d)   the Authority or any of its Restricted Subsidiaries fails to
               observe or perform (i) any covenant described in Section 4.07 or
               4.09 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 (ii) any other
               covenant, representation, warranty or other agreement in this
               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;

         (e)   default under any mortgage, indenture or instrument under which
               there may be issued or by which there may be secured or evidenced
               any Indebtedness for money borrowed by the Authority or any of
               its Restricted Subsidiaries (or the payment of which is
               guaranteed by the Authority or any of its Restricted
               Subsidiaries) whether such Indebtedness or guarantee now exists,
               or is created after the date of this Indenture, if that default
               (i) is caused by a failure to pay principal of or premium, if
               any, or interest on such Indebtedness prior to the expiration of
               the grace period provided in such Indebtedness on the date of
               such default (a "Payment Default"); or (ii) results in the
               acceleration of such Indebtedness prior to its express maturity;
               and, in each case, the principal amount of any 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 $10.0 million or more;

         (f)   failure by the Authority or any of its Restricted Subsidiaries to
               pay final judgments in amounts not covered by insurance or not
               adequately reserved for in accordance with GAAP aggregating in
               excess of $10.0 million, which judg-

                                      -69-
<PAGE>

               ments are not paid, discharged or stayed (by reason of pending
               appeal or otherwise) for a period of 60 days;

         (g)   the Authority or any of its Restricted Subsidiaries that are
               Significant Subsidiaries or any group of Restricted Subsidiaries
               that, taken as a whole, would constitute a Significant Subsidiary
               pursuant to or within the meaning of the Bankruptcy Law:

               (i)   commences a voluntary case,

               (ii)  consents to the entry of an order for relief against it in
                     an involuntary case,

               (iii) consents to the appointment of a custodian of it or for all
                     or substantially all of its property,

               (iv)  makes a general assignment for the benefit of its
                     creditors, or

               (v)   generally is not paying its debts as they become due; or

         (h)   a court of competent jurisdiction enters an order or decree under
               any Bankruptcy Law that:

               (i)   is for relief against the Authority or any of its
                     Restricted Subsidiaries that are Significant Subsidiaries
                     or any group of Restricted Subsidiaries that, taken as a
                     whole, would constitute a Significant Subsidiary in an
                     involuntary case;

               (ii)  appoints a custodian of the Authority or any of its
                     Restricted Subsidiaries that are Significant Subsidiaries
                     or any group of Restricted Subsidiaries that, taken as a
                     whole, would constitute a Significant Subsidiary or for all
                     or substantially all of the property of the Authority or
                     any of its Restricted Subsidiaries that are Significant
                     Subsidiaries or any group of Restricted Subsidiaries that,
                     taken as a whole, would constitute a Significant
                     Subsidiary; or

               (iii) orders the liquidation of the Authority or any of its
                     Restricted Subsidiaries that are Significant Subsidiaries
                     or any group of Restricted Subsidiaries that, taken as a
                     whole, would constitute a Significant Subsidiary;

               and the order or decree remains unstayed and in effect for 60
               consecutive days;

                                      -70-
<PAGE>

         (i)   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;

         (j)   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);

         (k)   the Lease ceases to be in full force and effect;

         (l)   except as permitted by this Indenture, any Subsidiary Guarantee
               is held in any judicial proceeding to be unenforceable or invalid
               or ceases for any reason to be in full force and effect or any
               Subsidiary Guarantor, or any Person acting on behalf of any
               Subsidiary Guarantor, denies or disaffirms its obligations under
               such Subsidiary Guarantor's Subsidiary Guarantee; or

         (m)   failure by the Tribe to comply with the provisions of Article 11
               for 30 days after notice to the Authority and the Tribe by the
               Trustee or the Holders of at least 25% in aggregate principal
               amount of the Notes then outstanding voting as a single class.

Section 6.02.  Acceleration.

         If any Event of Default (other than an Event of Default specified in
clause (g) or (h) of Section 6.01 hereof with respect to the Authority, any
Restricted Subsidiary that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary) 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 immediately. Upon any such declaration, the Notes shall
become due and payable immediately. Notwithstanding the foregoing, if an Event
of Default specified in clause (g) or (h) of Section 6.01 hereof occurs with
respect to the Authority, any of its Restricted Subsidiaries that are
Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary, all outstanding Notes shall
be due and payable immediately without further action or notice. The Holders of
a majority in aggregate principal amount of the then outstanding Notes by
written notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

         If an Event of Default occurs on or after July 1, 2006 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the
Authority with the intention of avoiding payment of the premium that the
Authority would have had to pay if the Authority then had elected to redeem the
Notes pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable,

                                      -71-
<PAGE>

to the extent permitted by law, anything in this Indenture or in the Notes to
the contrary notwithstanding. If an Event of Default occurs prior to July 1,
2006 by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Authority with the intention of avoiding the prohibition on
redemption of the Notes prior to July 1, 2006, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable in an amount, for each of the years beginning on July 1 of the years set
forth below, as set forth below (expressed as a percentage of the principal
amount of the Notes on the date of payment that would otherwise be due but for
the provisions of this sentence):

         Year                                               Percentage
         ----                                               ----------

         2001.............................                    8.375%
         2002.............................                    7.538%
         2003.............................                    6.700%
         2004.............................                    5.863%
         2005.............................                    5.025%

Section 6.03.  Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04.  Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional Interest , if any, or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon.

                                      -72-
<PAGE>

Section 6.05.  Control by Majority.

         Holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06.  Limitation on Suits.

         A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

         (a)   the Holder of a Note gives to the Trustee written notice of a
     continuing Event of Default;

         (b)   the Holders of at least 25% in principal amount of the then
     outstanding Notes make a written request to the Trustee to pursue the
     remedy;

         (c)   such Holder of a Note or Holders of Notes offer and, if
     requested, provide to the Trustee indemnity satisfactory to the Trustee
     against any loss, liability or expense;

         (d)   the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and, if requested, the provision of
     indemnity; and

         (e)   during such 60-day period the Holders of a majority in principal
     amount of the then outstanding Notes do not give the Trustee a direction
     inconsistent with the request.

         A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07.  Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

                                      -73-
<PAGE>

Section 6.08.  Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01 (a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Authority for the whole amount of
principal of, premium and Additional Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.  Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the
Authority (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any money
or other property payable or deliverable on any such claims and any custodian in
any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Holders may be entitled to receive in such proceeding whether in liquidation or
under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

Section 6.10.  Priorities.

         If the Trustee collects any money pursuant to this Article, it shall
pay out the money in the following order:

         First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

                                      -74-
<PAGE>

         Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium and Additional Interest, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Additional
     Interest, if any, and interest, respectively; and

         Third: to the Authority or to such party as a court of competent
     jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11.  Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section does not apply to a suit by the Trustee, a suit by a Holder of a
Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


                                    ARTICLE 7

                                     TRUSTEE

Section 7.01.  Duties of Trustee.

         (a)   If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

         (b)   Except during the continuance of an Event of Default:

               (i)    the duties of the Trustee shall be determined solely by
         the express provisions of this Indenture and the Trustee need perform
         only those duties that are specifically set forth in this Indenture and
         no others, and no implied covenants or obligations shall be read into
         this Indenture against the Trustee; and

               (ii)   in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed

                                      -75-
<PAGE>

         therein, upon certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture. However, the Trustee
         shall examine the certificates and opinions to determine whether or not
         they conform to the requirements of this Indenture.

         (c)   The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

               (i)    this paragraph does not limit the effect of paragraph (b)
         of this Section 7.01;

               (ii)   the Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

               (iii)  the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

         (d)   Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

         (e)   No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

         (f)   The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Authority.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

         (g)   Delivery of reports, information and documents to the Trustee
under Section 4.03 is for informational purposes only and the Trustee's receipt
of the foregoing shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Authority's compliance with any of their covenants hereunder (as to which
the Trustee is entitled to rely exclusively on Officers' Certificates).

                                      -76-
<PAGE>

Section 7.02.  Rights of Trustee.

         (a)   The Trustee may conclusively rely upon any document believed by
it to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b)   Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

         (c)   The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent appointed with
due care.

         (d)   The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e)   Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Authority shall be sufficient if
signed by an Officer of the Authority.

         (f)   The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that might be incurred by it in compliance with such request or direction.

         (g)   Except with respect to Section 7.01 hereof, the Trustee shall
have no duty to inquire as to the performance of the Authority's covenants in
Article 4 or Article 11 hereof. In addition, the Trustee shall not be deemed to
have knowledge of any Default or Event of Default except (i) any Event of
Default occurring pursuant to Sections 6.01(a) or (b) or Section 4.01 hereof or
(ii) any Default or Event of Default of which a Responsible Officer of the
Trustee shall have received written notification or obtained actual knowledge.

         (h)   The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the Trustee
may, in its discretion, make such further inquiry or investigation into such
facts or matters as it may see fit and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the
books, records

                                      -77-
<PAGE>

and premises of the Authority personally or by agent or attorney during regular
business hours.

         (i)   In the absence of a written direction to do so received by the
Trustee pursuant to Section 6.05 from Holders of a majority in principal amount
of the then outstanding Notes and indemnification from such Holders for any
costs incurred by the Trustee in acting pursuant to such direction, the Trustee
shall be under no duty to inquire into or to determine whether the Authority has
taken any "willful action" under Section 6.02.

Section 7.03.  Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Authority or any
Affiliate of the Authority with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04.  Trustee's Disclaimer.

         The Trustee shall not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Authority's use of the proceeds from the Notes or any money
paid to the Authority or upon the Authority's direction under any provision of
this Indenture, it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05.  Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders of the Notes.

Section 7.06.  Reports by Trustee to Holders of the Notes.

         Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA ss. 313(a) (but if no event described in
TIA ss. 313(a) has occurred within the twelve months

                                      -78-
<PAGE>

preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA ss. 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA ss. 313(c).

         A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Authority and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with TIA ss. 313(d). The
Authority shall promptly notify the Trustee when the Notes are listed on any
stock exchange.

         At the expense of the Authority, the Trustee or, if the Trustee is not
the Registrar, the Registrar, shall report the names of record Holders of the
Notes to any Gaming Regulatory Authority when requested to do so by the
Authority.

         At the express direction of the Authority and at the Authority's
expense, the Trustee will provide any Gaming Regulatory Authority with:

         (i)   copies of all notices, reports and other written communications
               which the Trustee gives to Holders;

         (ii)  a list of all of the Holders promptly after the original issuance
               of the Notes and periodically thereafter if the Authority so
               directs;

         (iii) notice of any Default under this Indenture, any acceleration of
               the Indebtedness evidenced hereby, the institution of any legal
               actions or proceedings before any court or governmental authority
               in respect of a Default or Event of Default hereunder;

         (iv)  notice of the removal or resignation of the Trustee within five
               Business Days of the effectiveness thereof;

         (v)   notice of any transfer or assignment of rights under this
               Indenture known to the Trustee within five Business Days thereof;
               and

         (vi)  a copy of any amendment to the Notes or this Indenture within
               five Business Days of the effectiveness thereof.

         To the extent requested by the Authority and at the Authority's
expense, the Trustee shall cooperate with any Gaming Regulatory Authority in
order to provide such Gaming Regulatory Authority with the information and
documentation requested and as otherwise required by applicable law.

                                      -79-
<PAGE>

Section 7.07.  Compensation and Indemnity.

         The Authority shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Authority shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         The Authority shall indemnify the Trustee and its directors, officers,
employees and agents against any and all losses, liabilities or expenses
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Authority (including this
Section 7.07) and defending itself against any claim (whether asserted by the
Authority or any Holder or any other person) or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except to the
extent any such loss, liability or expense may be attributable to its negligence
or bad faith. The Trustee shall notify the Authority promptly of any claim for
which it may seek indemnity. Failure by the Trustee to so notify the Authority
shall not relieve the Authority of its obligations hereunder. The Authority
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Authority shall pay the reasonable
fees and expenses of such counsel. The Authority need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld.

         The obligations of the Authority under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture.

         To secure the Authority's payment obligations in this Section 7.07, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

         When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(g) or (h) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

Section 7.08.  Replacement of Trustee.

         A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

                                      -80-
<PAGE>

         The Trustee may resign in writing at any time and be discharged from
the trust hereby created by so notifying the Authority. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Authority in writing. The Authority
may remove the Trustee if:

         (a)   the Trustee fails to comply with Section 7.10 hereof;

         (b)   the Trustee is adjudged a bankrupt or an insolvent or an order
     for relief is entered with respect to the Trustee under any Bankruptcy Law;

         (c)   a custodian or public officer takes charge of the Trustee or its
     property; or

         (d)   the Trustee becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Authority shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Authority.

         If any Gaming Regulatory Authority requires a Trustee to be approved,
licensed or qualified and the Trustee fails or declines to do so, such approval,
license or qualification shall be obtained upon the request of, and at the
expense of, the Authority unless the Trustee declines to do so, or, if the
Trustee's relationship with either the Authority may, in the Authority's
discretion, jeopardize any material gaming license or franchise or right or
approval granted thereto, the Trustee shall resign, and, in addition, the
Trustee may at its option resign if the Trustee in its sole discretion
determines not to be so approved, licensed or qualified.

         If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Authority, or
the Holders of at least a majority in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

         If the Trustee, after written request by the Holders of a majority in
principal amount of the then outstanding Notes, fails to comply with Section
7.10, such Holder may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Authority. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its

                                      -81-
<PAGE>

succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Authority's obligations under Section 7.07 hereof shall continue for
the benefit of the retiring Trustee.

Section 7.09.  Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business (including the trust
created by this Indenture) to, another corporation, the successor corporation
without any further act shall be the successor Trustee.

Section 7.10.  Eligibility; Disqualification.

         There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has, or together with all of its Subsidiaries and parent
entities has, a combined capital and surplus of at least $100 million as set
forth in its most recent published annual report of condition.

         This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1), (2) and (5). The Trustee is subject to TIA
ss. 310(b).

Section 7.11.  Preferential Collection of Claims Against Authority.

         The Trustee is subject to TIA ss. 31l(a), excluding any creditor
relationship listed in TIA ss. 311(b). A Trustee who has resigned or been
removed shall be subject to TIA ss. 311(a) to the extent indicated therein.


                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE


Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.

         The Authority may, at the option of its Management Board evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

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<PAGE>

Section 8.02.  Legal Defeasance and Discharge.

         Upon the Authority's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Authority shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "Legal
Defeasance"). For this purpose, Legal Defeasance means that the Authority shall
be deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Authority, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium, if any, and interest on such Notes when such payments
are due, (b) the Authority's obligations with respect to such Notes under
Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Authority's obligations in
connection therewith and (d) this Article 8. Subject to compliance with this
Article 8, the Authority may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03.  Covenant Defeasance.

         Upon the Authority's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Authority shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.07, 4.08, 4.09,
4.10, 4.11, 4.12, 4.13, 4.14(b), 4.15, 4.16, 4.17, 4.18, 4.20, 4.21, 4.22, 4.23
and 4.24 hereof and Section 5.01 hereof with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Authority may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Authority's exercise under Sec-

                                      -83-
<PAGE>

tion 8.01 hereof of the option applicable to this Section 8.03 hereof, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(c) through 6.01(f) and Sections 6.01 (i) through 6.01 (m) hereof shall not
constitute Events of Default.

Section 8.04.  Conditions to Legal or Covenant Defeasance.

         The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

         In order to exercise either Legal Defeasance or Covenant Defeasance:

         (a)   the Authority must irrevocably deposit with the Trustee, in
     trust, for the benefit of the Holders, cash in United States dollars,
     non-callable Government Securities, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent public accountants, to pay the principal of, premium
     and Additional Interest, if any, and interest on the outstanding Notes on
     the stated date for payment thereof or on the applicable redemption date,
     as the case may be;

         (b)   in the case of an election under Section 8.02 hereof, the
     Authority shall have delivered to the Trustee an Opinion of Counsel in the
     United States reasonably acceptable to the Trustee confirming that (A) the
     Authority has received from, or there has been published by, the Internal
     Revenue Service a ruling or (B) since the date of this Indenture, there has
     been a change in the applicable federal income tax law, in either case to
     the effect that, and based thereon such Opinion of Counsel shall confirm
     that, the Holders of the outstanding Notes will not recognize income, gain
     or loss for federal income tax purposes as a result of such Legal
     Defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such Legal Defeasance had not occurred;

         (c)   in the case of an election under Section 8.03 hereof, the
     Authority shall have delivered to the Trustee an Opinion of Counsel in the
     United States reasonably acceptable to the Trustee confirming that the
     Holders of the outstanding Notes will not recognize income, gain or loss
     for federal income tax purposes as a result of such Covenant Defeasance and
     will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Covenant
     Defeasance had not occurred;

         (d)   no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or Event of
     Default resulting from the incurrence of Indebtedness all or a portion of
     the proceeds of which will be used to defease the Notes pursuant to this
     Article 8 concurrently with such incurrence) or insofar as Sections 6.01(g)
     or 6.01(h) hereof is concerned, at any time in the period ending on the
     91st day after the date of deposit;

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<PAGE>

         (e)   such Legal Defeasance or Covenant Defeasance shall not result in
     a breach or violation of, or constitute a default under, any material
     agreement or instrument (other than this Indenture) to which the Authority
     or any of its Restricted Subsidiaries is a party or by which the Authority
     or any of its Restricted Subsidiaries is bound;

         (f)   the Authority must have delivered to the Trustee an Opinion of
     Counsel (which may be subject to customary exceptions) to the effect that
     after the 91st day following the deposit, the trust funds will not be
     subject to the effect of any applicable bankruptcy, insolvency,
     reorganization or similar laws affecting creditors' rights generally;

         (g)   the Authority shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by the Authority with the
     intent of preferring the Holders over any other creditors of the Authority
     or with the intent of defeating, hindering, delaying or defrauding any
     creditors of the Authority or others; and

         (h)   the Authority shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for or relating to the Legal Defeasance or the Covenant
     Defeasance have been complied with.

Section 8.05.  Deposited Money and Government Securities to be Held in Trust;
               Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Authority acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but
such money need not be segregated from other funds except to the extent required
by law.

         The Authority shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Authority from time to time upon the request of the
Authority any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in

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<PAGE>

the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.04(a) hereof), are in excess of the
amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06.  Repayment to Authority.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Authority, in trust for the payment of the principal of, premium, if any,
or interest on any Note and remaining unclaimed for two years after such
principal, and premium, if any, or interest has become due and payable shall be
paid to the Authority on its request or (if then held by the Authority) shall be
discharged from such trust; and the Holder of such Note shall thereafter look
only to the Authority for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Authority as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Authority cause to be published once, in The New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Authority.

Section 8.07.  Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Authority's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Authority makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Authority shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money held
by the Trustee or Paying Agent.

                                      -86-
<PAGE>

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER


Section 9.01.  Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Indenture, the Authority, the
Subsidiary Guarantors, if any, and the Trustee may amend or supplement this
Indenture, the Subsidiary Guarantees, if any, or the Notes without the consent
of any Holder of a Note to:

         (a)   cure any ambiguity, defect or inconsistency;

         (b)   provide for uncertificated Notes in addition to or in place of
     certificated Senior Subordinated Notes or to alter the provisions of
     Article 2 hereof (including the related definitions) in a manner that does
     not materially adversely affect any Holder;

         (c)   provide for the assumption of the Authority's obligations to the
     Holders of the Notes in the case of a merger, consolidation or sale of all
     or substantially all of the Authority's assets;

         (d)   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 rights hereunder of such Holder; or

         (e)   comply with requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the TIA.

         Upon the request of the Authority accompanied by a resolution of its
Management Board authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Authority and the Subsidiary
Guarantors, if any, in the execution of any amended or supplemental Indenture
authorized or permitted by the terms of this Indenture and to make any further
appropriate agreements and stipulations that may be therein contained, but the
Trustee shall not be obligated to enter into such amended or supplemental
Indenture that affects its own rights, duties or immunities under this Indenture
or otherwise.

Section 9.02.  With Consent of Holders of Notes.

         (a)   Except as provided below in this Section 9.02, the Authority and
the Trustee may amend or supplement this Indenture (including Sections 3.10 and
4.10 hereof), the Subsidiary Guarantees, if any, and the Notes:

                                      -87-
<PAGE>

               (i)    with the consent of the Holders of at least a majority in
         principal amount of the Notes then outstanding voting as a single class
         (including consents obtained in connection with a tender offer or
         exchange offer for, or purchase of, the Notes), and, subject to
         Sections 6.04 and 6.07 hereof, any existing Default or Event of Default
         (other than a Default or Event of Default in the payment of the
         principal of, premium, if any, or interest on the Notes, except a
         payment default resulting from an acceleration that has been rescinded)
         or compliance with any provision of this Indenture, the Subsidiary
         Guarantees or the Notes may be waived with the consent of the Holders
         of a majority in principal amount of the then outstanding Notes voting
         as a single class (including consents obtained in connection with a
         tender offer or exchange offer for, or purchase of, the Notes);

               (ii)   without the consent of at least 66 2/3% of the aggregate
         principal amount of Notes then outstanding (including consents obtained
         in connection with a tender offer or exchange offer for, or purchase
         of, such Notes), no waiver or amendment to this Indenture may make a
         change in the provisions of Section 4.15 hereof that adversely affects
         the rights of any Holder of Notes and

               (iii)  without the consent of at least 75% of the aggregate
         principal amount of Notes then outstanding (including consents obtained
         in connection with a tender offer or exchange offer for, or purchase
         of, such Notes), no waiver or amendment to this Indenture may make a
         change in the provisions of Article 10 hereof that adversely affects
         the rights of any Holder of Notes.

         (b)   Section 2.08 hereof shall determine which Notes are considered to
be "outstanding" for purposes of this Section 9.02.

         (c)   Upon the request of the Authority accompanied by a resolution of
its Management Board authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Authority in the execution of such
amended or supplemental Indenture unless such amended or supplemental Indenture
directly affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but
shall not be obligated to, enter into such amended or supplemental Indenture.

         (d)   It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed amendment
or waiver, but it shall be sufficient if such consent approves the substance
thereof.

         (e)   After an amendment, supplement or waiver under this Section
becomes effective, the Authority shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Authority to mail such

                                      -88-
<PAGE>

notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such amended or supplemental Indenture or waiver. Subject to
Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal
amount of the Notes then outstanding voting as a single class may waive
compliance in a particular instance by the Authority with any provision of this
Indenture or the Notes. However, without the consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any Notes
held by a nonconsenting Holder):

               (i)    reduce the principal amount of Notes whose Holders must
         consent to an amendment, supplement or waiver;

               (ii)   reduce the principal of or change the fixed maturity of
         any Note or alter or waive any of the provisions with respect to the
         redemption of the Notes except as provided above with respect to
         Sections 3.10, 4.10 and 4.15 hereof;

               (iii)  reduce the rate of or change the time for payment of
         interest, including default interest, on any Note;

               (iv)   waive a Default or Event of Default in the payment of
         principal of or premium, if any, or interest on the Notes (except a
         rescission of acceleration of the Notes by the Holders of at least a
         majority in aggregate principal amount of the then outstanding Notes
         and a waiver of the payment default that resulted from such
         acceleration);

               (v)    make any Note payable in money other than that stated in
         the Notes;

               (vi)   make any change in the provisions of this Indenture
         relating to waivers of past Defaults or the rights Holders of Notes to
         receive payments of principal of or interest on the Notes;

               (vii)  waive a redemption payment with respect to any Note
         (other than a payment required by 3.10, 4.10 and 4.15 hereof);

               (viii) make any change in the foregoing amendment and waiver
         provisions; or

               (ix)   release any Subsidiary Guarantor from any of its
         obligations under its Subsidiary Guarantee or this Indenture, except in
         accordance with the terms of its Subsidiary Guarantee.

Section 9.03.  Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended or supplemental Indenture that complies with the TIA as
then in effect.

                                      -89-
<PAGE>

Section 9.04.  Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05.  Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Authority in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

         Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06.  Trustee to Sign Amendments, etc.

         The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The
Authority may not sign an amendment or supplemental Indenture until the
Management Board approves it. In executing any amended or supplemental
indenture, the Trustee shall be entitled to receive and (subject to Section 7.01
hereof) shall be fully protected in relying upon, in addition to the documents
required by Section 12.04 hereof, an Officer's Certificate and an Opinion of
Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.


                                   ARTICLE 10

                                  SUBORDINATION

Section 10.01. Agreement to Subordinate.

         The Authority agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
of all existing and future Senior Indebtedness. The provisions of this Article
10 are made for the benefit of the holders of any

                                      -90-
<PAGE>

Senior Indebtedness, each of which is made an obligee hereunder and any one or
more of which may enforce such provisions. The provisions of this Article 10
shall be reinstated if at any time any payment made on account of any Senior
Indebtedness is rescinded or must otherwise be returned by the holder receiving
payment thereof or any representative of such holder upon the insolvency,
bankruptcy or reorganization of the Authority or otherwise.

Section 10.02. Certain Definitions.

         "Permitted Junior Securities" means Equity Interests in the Authority
or any Senior Subordinated Guarantor or debt securities that are subordinated to
all Senior Indebtedness (and any debt securities issued in exchange for Senior
Indebtedness) to substantially the same extent as, or to a greater extent than,
the Notes are subordinated to Senior Indebtedness pursuant to this Indenture.

         "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Indebtedness.

Section 10.03. Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors in a liquidation or dissolution of
the Authority or the Tribe, in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Authority, the Tribe or their
respective property, in an assignment for the benefit of creditors or in any
marshaling of the Authority's or the Tribe's assets and liabilities:

               (i)    holders of Senior Indebtedness shall be entitled to
         receive payment in full of all Obligations due in respect of such
         Senior Indebtedness (including interest after the commencement of any
         such proceeding at the rate specified in the applicable Senior
         Indebtedness) before Holders of the Notes shall be entitled to receive
         any payment with respect to the Notes (except that Holders of Notes may
         receive and retain (A) Permitted Junior Securities and (B) payments and
         other distributions made from any defeasance trust created pursuant to
         Section 8.01 hereof); and

               (ii)   until all Obligations with respect to Senior Indebtedness
         (as provided in clause (i) above) are paid in full, any distribution to
         which Holders would be entitled but for this Article 10 shall be made
         to holders of Senior Indebtedness (except that Holders of Notes may
         receive and retain (A) Permitted Junior Securities and (B) payments and
         other distributions made from any defeasance trust created pursuant to
         Section 8.01 hereof), as their interests may appear.

Section 10.04. Default on Designated Senior Indebtedness.

         (a)   The Authority may not make any payment or distribution to the
Trustee or any Holder in respect of Obligations with respect to the Notes and
may not acquire from the Trustee or any Holder any Notes for cash or property
(other than (A) Permitted Junior Se-

                                      -91-
<PAGE>

curities and (B) payments and other distributions made from any defeasance trust
created pursuant to Section 8.01 hereof) until all principal and other
Obligations with respect to the Senior Indebtedness have been paid in full if:

               (i)    a default in the payment of any principal or other
         Obligations with respect to Designated Senior Indebtedness occurs and
         is continuing beyond any applicable grace period in the agreement,
         indenture or other document governing such Designated Senior
         Indebtedness; or

               (ii)   a default, other than a payment default, on Designated
         Senior Indebtedness occurs and is continuing that then permits holders
         of the Designated Senior Indebtedness to accelerate its maturity and
         the Trustee receives a notice of the default (a "Payment Blockage
         Notice") from a Person who may give it pursuant to Section 10.12
         hereof. If the Trustee receives any such Payment Blockage Notice, no
         subsequent Payment Blockage Notice shall be effective for purposes of
         this Section unless and until (A) at least 360 days shall have elapsed
         since the effectiveness of the immediately prior Payment Blockage
         Notice and (B) all scheduled payments of principal, premium, if any,
         and interest on the Notes that have come due have been paid in full in
         cash. No nonpayment default that existed or was continuing on the date
         of delivery of any Payment Blockage Notice to the Trustee shall be, or
         be made, the basis for a subsequent Payment Blockage Notice unless such
         default shall have been waived for a period of not less than 180 days.

         (b)   The Authority may and shall resume payments on and distributions
in respect of the Notes and may acquire them upon the earlier of:

               (i)    the date upon which all Senior Indebtedness is paid in
         full and in cash or the default is cured or waived in writing, or

               (ii)   in the case of a default referred to in clause (ii) of
         Section 10.04(a) hereof, 179 days pass after notice is received if the
         maturity of such Designated Senior Indebtedness has not been
         accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.05. Acceleration of Notes.

         If payment of the Notes is accelerated because of an Event of Default,
the Authority shall promptly notify holders of Senior Indebtedness of the
acceleration.

                                      -92-
<PAGE>

Section 10.06. When Distribution Must Be Paid Over.

         In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes at a time when a Responsible Officer of
the Trustee or such Holder, as applicable, has actual knowledge that such
payment is prohibited by Section 10.04 hereof, such payment shall be held by the
Trustee or such Holder, in trust for the benefit of, and shall be paid forthwith
over and delivered, upon written request, to, the holders of Senior Indebtedness
as their interests may appear or their Representative under the indenture or
other agreement (if any) pursuant to which Senior Indebtedness may have been
issued, as their respective interests may appear, for application to the payment
of all Obligations with respect to Senior Indebtedness remaining unpaid to the
extent necessary to pay such Obligations in full and in cash in accordance with
their terms, after giving effect to any concurrent payment or distribution to or
for the holders of Senior Indebtedness.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness, and shall not be
liable to any such holders if the Trustee shall pay over or distribute to or on
behalf of Holders or the Authority or any other Person money or assets to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
10, except if such payment is made as a result of the willful misconduct or
gross negligence of the Trustee.

Section 10.07. Notice by Authority.

         The Authority shall promptly notify the Trustee and the Paying Agent of
any facts known to the Authority that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice shall not affect the subordination of the Notes to Senior Indebtedness as
provided in this Article 10.

Section 10.08. Subrogation.

         After all Senior Indebtedness is paid in full and until the Notes are
paid in full, Holders of Notes shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of Senior
Indebtedness to receive distributions applicable to Senior Indebtedness to the
extent that distributions otherwise payable to the Holders of Notes have been
applied to the payment of Senior Indebtedness. A distribution made under this
Article 10 to holders of Senior Indebtedness that otherwise would have been made
to Holders of Notes is not, as between the Authority and Holders, a payment by
the Authority on the Notes.

                                      -93-
<PAGE>

Section 10.09. Relative Rights.

         This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Indebtedness. Nothing in this Indenture shall:

               (i)    impair, as between the Authority and Holders of Notes, the
         obligation of the Authority, which is absolute and unconditional, to
         pay principal of and interest on the Notes in accordance with their
         terms;

               (ii)   affect the relative rights of Holders of Notes and
         creditors of the Authority other than their rights in relation to
         holders of Senior Indebtedness; or

               (iii)  prevent the Trustee or any Holder of Notes from
         exercising its available remedies upon a Default or Event of Default,
         subject to the rights of holders and owners of Senior Indebtedness to
         receive distributions and payments otherwise payable to Holders of
         Notes.

         If the Authority fails because of this Article 10 to pay principal of
or interest on a Note on the due date, the failure is still a Default or Event
of Default.

Section 10.10. Subordination May Not Be Impaired.

         No right of any holder of Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by the Notes shall be impaired by
any act or failure to act by the Authority or any Holder or by the failure of
the Authority or any Holder to comply with this Indenture. No right of any
present or future holder of any Senior Indebtedness to enforce the subordination
provided in this Article 10 shall at any time or in any way be prejudiced or
impaired by any act or failure to act by such holder, or any non-compliance by
the Tribe, the Authority or any Subsidiary Guarantor with the terms of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with. The holders of Senior Indebtedness may, without
notice to or consent of any Holders, (i) extend, renew, modify or amend the
terms of the Senior Indebtedness (including changing the terms of payment) or
any security therefor and release, sell or exchange such security or release any
person in any manner liable for such Senior Indebtedness, (ii) exercise or
refrain from exercising any rights against the Tribe, the Authority, any
Subsidiary Guarantor or any other person (including the holders), and (iii)
apply any sums by whomsoever paid, or howsoever realized to any Senior
Indebtedness in such manner as the holder of the Senior Indebtedness may
determine.

Section 10.11. Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Indebtedness, the distribution may be made and the notice given to their
Representative.

                                      -94-
<PAGE>

         Upon any payment or distribution of assets of the Authority referred to
in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Indebtedness and other Indebtedness
of the Authority, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 10.

Section 10.12. Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Authority or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

         The Trustee in its individual or any other capacity may hold Senior
Indebtedness with the same rights it would have if it were not Trustee. Any
Agent may do the same with like rights.

Section 10.13. Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes. No holder of any Senior
Indebtedness and no Representative of such holder shall have (i) any duty to
file any such proof of claim or proof of debt or (ii) any liability to any
Holder if any such proof of claim or proof of debt is for any reason defective.

Section 10.14. Amendments.

         The provisions of this Article 10 shall not be amended or modified
without the written consent of the holders of all Senior Indebtedness.

                                      -95-
<PAGE>

                                   ARTICLE 11

                             COVENANTS OF THE TRIBE


Section 11.01. Covenants of the Tribe.

         The Tribe shall not, and shall not permit any of its representatives,
political subunits or councils, agencies, instrumentalities, directly or
indirectly, except as required by federal or state law, to do any of the
following:

         (a)   increase or impose any tax or other payment obligation on the
Authority or on any patrons of, or any activity at, the Resort other than:

               (i)    payments that are due under any agreement in effect on the
         date of this Indenture or payments that are not materially adverse to
         the economic interests of Holders of the Notes;

               (ii)   payments that the Authority has agreed to reimburse each
         Holder for the economic effect thereof, if any;

               (iii)  payments that correspondingly reduce the Restricted
         Payments otherwise payable to the Tribe;

               (iv)   pursuant to the Tribal Tax Code; or

               (v)    Government Service Payments;

         (b)   amend the terms of the Lease in any material manner that would be
materially adverse to the economic interests of Holders;

         (c)   amend the Tribal Gaming Ordinance in effect on the date of this
Indenture (unless any such amendment is a legitimate effort to ensure that the
Authority and the Resort conduct gaming operations in a manner that is
consistent with applicable laws, rules and regulations or that protects the
environment, the public health and safety, or the integrity of the Authority or
the Resort), restrict or eliminate the exclusive right of the Authority to
conduct gaming operations on any property owned or controlled by the Tribe in a
manner that would be materially adverse to the economic interests of Holders; or

         (d)   take any other action, enter into any agreement, amend its
constitution or enact any ordinance, law, rule or regulation that would have a
material adverse effect on the economic interests of Holders.

                                      -96-
<PAGE>

         Moreover, except with the consent of a majority in interest of Holders
or as required by federal or state law, the Tribe shall not, and shall not
permit any of its representatives, political subunits or councils, agencies,
instrumentalities, to, directly or indirectly impose, tax or otherwise make a
charge on the Notes, this Indenture or any payments or deposits to be made
thereunder.

Section 11.02. Additional Covenants of the Tribe.

         (a)   Any action taken by the Tribe to comply with federal or state law
that would otherwise violate Section 11.01 shall be taken only after prior
written notice to the Trustee, accompanied with an Officers' Certificate and
Opinion of Counsel that such action is required by federal or state law. To the
extent possible under the federal or state law, the Tribe shall give the Trustee
at least 30 days prior written notice of any such action.

         (b)   The Tribe will not permit or incur any consensual liability of
the Tribe (or of any other instrumentality or subunit of the Tribe) that is a
legal obligation of the Authority, or for which the Authority's assets may be
bound, other than a liability that the Authority is permitted or not prohibited
from incurring on its own behalf under this Indenture.

         (c)   In the event that the Tribe receives any payment from the
Authority at a time when such payment is prohibited by the terms of this
Indenture, such payment shall be held by the Tribe in trust for the benefit of,
and shall be paid forthwith over and delivered, upon the written request of the
Trustee or the Authority, to the Authority.

         (d)   The Tribe will not, pursuant to or within the meaning of
Bankruptcy Law, appoint or consent to the appointment of a Custodian of the
Authority or for all or substantially all of the property of the Authority.

         (e)   The Tribe agrees that it will not enact any Bankruptcy Law or
similar law for the relief of debtors that would impair, limit, restrict, delay
or otherwise adversely affect any of the rights and remedies of the Trustee or
the Holders provided for in this Indenture or the Notes.

         (f)   The Tribe agrees that it will not, and will not permit the
Authority or any of the Tribe's representatives, political subunits, agencies,
instrumentalities or councils to, exercise any power of eminent domain over the
property that is the subject of the Lease (other than any such exercise that
would not materially adversely affect the economic rights and benefits of the
Trustee or the Holders thereunder). Except as required by federal or state law,
the Tribe will not enact any statute, law, ordinance or rule that would have a
material adverse affect on the rights of the Trustee or the Holders under this
Indenture or the Notes.

         (g)   The Tribe hereby agrees that upon any payment or distribution of
assets upon any liquidation, dissolution, winding up, reorganization, assignment
for the benefit of creditors, marshalling of assets or any bankruptcy,
insolvency or similar proceedings of the

                                      -97-
<PAGE>

Authority or the Resort, the Holders of the Notes shall be entitled to receive
payment in full in respect to all principal, premium, interest and other amounts
owing in respect of the Notes before any payment or any distribution to the
Tribe.

         (h)   The Tribe agrees that the Authority shall have sole and exclusive
jurisdiction to operate any Gaming enterprise on behalf of the Tribe or any
political subunit thereof.

         (i)   The Tribe shall comply with all material terms of the
Construction Reserve Disbursement Agreement and shall not amend and shall not
permit any of its representatives, political subunits or councils, agencies,
instrumentalities, directly or indirectly, to amend, except as required by
federal or state law, such Construction Reserve Disbursement in a manner that
would have a material adverse effect on the economic interests of Holders.

         Any action taken in violation of this Article 11 shall be deemed in
contravention of Article XIV ("Non-Impairment of Contracts") of the Constitution
of the Tribe.


                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.01. Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA ss.318(c), the imposed duties shall control.

Section 12.02. Notices.

         Any notice or communication by the Authority, any Subsidiary Guarantor
or the Trustee to the others is duly given if in writing and delivered in Person
or mailed by first class mail (registered or certified, return receipt
requested), telex, telecopier or overnight air courier guaranteeing next day
delivery, to the others' address:

         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:

                                      -98-
<PAGE>

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

         If to the Tribe:

         The Mohegan Tribe of Indians of Connecticut
         1 Mohegan Sun Boulevard
         Uncasville, CT 06382
         Telecopier No.: (860) 204-6153
         Attention: Mark F. Brown

         With a copy to:

         Rome McGuigan Sabanosh, P.C.
         One State Street
         Hartford, CT 06103-3103
         Telecopier No.: (203) 724-3921
         Attention: Lewis B. Rome, Esq.

         If to the Trustee:

         State Street Bank and Trust Company
         Goodwin Square
         225 Asylum Street
         Hartford, CT 06103
         Telecopier No.: (860) 244-1889
         Attention: Corporate Trust Administration (Mohegan Tribal Gaming
                    Authority 8 3/8% Notes due 2011)

         With a copy to:

         Shipman & Goodwin LLP
         One American Row
         Hartford, CT 06103-2819
         Telecopier No.: (860) 251-5999
         Attention: Daniel P. Brown, Jr., Esq.

         The Authority or the Trustee, by notice to the others may designate
additional or different addresses for subsequent notices or communications.

                                      -99-
<PAGE>

         All notices and communications (other than those sent to Holders) 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 answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Authority mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

Section 12.03. Communication by Holders of Notes with Other Holders of Notes.

         Holders may communicate pursuant to TIA ss.312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Authority,
the Trustee, the Registrar and anyone else shall have the protection of
TIA ss.312(c).

Section 12.04. Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Authority to the Trustee to take
any action under this Indenture, the Authority shall furnish to the Trustee:

         (a)   an Officers' Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and

         (b)   an Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied.

                                     -100-
<PAGE>

Section 12.05. Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.314(e)
and shall include:

         (a)   a statement that the Person making such certificate or opinion
     has read such covenant or condition;

         (b)   a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

         (c)   a statement that, in the opinion of such Person, he or she has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been satisfied; and

         (d)   a statement as to whether or not, in the opinion of such Person,
     such condition or covenant has been satisfied.

Section 12.06. Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07. Dispute Resolution and Consent to Suit.

         The Tribe does not consent to the enforcement, levy, or other execution
of any judgment for money or other damages against any assets, real or personal,
of the Tribe, except that the Tribe and the Authority consent to the enforcement
and execution of any judgment, whether obtained as a result of judicial,
administrative, or arbitrational proceedings, against any assets of the
Authority or to compel the Tribe to return any prohibited payment made to the
Tribe as described in Section 11.02(d). Subject to the foregoing, the Tribe and
the Authority waive their respective 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 Indenture or the
Notes, 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 Tribe and the Authority each intends this
waiver to be interpreted liberally to permit the full litigation of disputes
arising under or out of this Indenture or the Notes. Without limiting the
generality of the foregoing, the Tribe and the Authority waive their immunity
from unconsented suit to permit the maintenance of the following actions:

                                     -101-
<PAGE>

         (a)   Courts. The Tribe and the Authority each waive their immunity
from unconsented suit to permit any court of competent jurisdiction to (i)
enforce and interpret the terms of this Indenture and the Notes, 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 Tribe or the
Authority has been improperly granted or unreasonably withheld; (iii) enforce
any judgment prohibiting the Tribe or the Authority from taking any action, or
mandating or obligating the Tribe or the Authority to take any action, including
a judgment compelling the Tribe or 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).

         (b)   Arbitration. The Tribe and the Authority each waive their
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 Tribe or by the Authority; to (i) enforce and interpret the terms of
this Indenture and the Notes, and to award and enforce the award of any damages
owing as a consequence thereof; (ii) determine whether any consent or approval
of the Tribe or the Authority has been unreasonably withheld; and (iii) enforce
any judgment prohibiting the Tribe or the Authority from taking any action, or
mandating or obligating the Tribe or the Authority to take any action, including
a judgment compelling the Tribe or the Authority to submit to binding
arbitration.

Section 12.08. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

         Neither the Tribe nor any director, officer, office holder, employee,
agent, representative or member of the Authority or the Tribe or holder of an
Ownership Interest of the Authority, any Subsidiary Guarantor or the Tribe, as
such, shall have any liability for any obligations of the Authority or such
Subsidiary Guarantor under the Notes, the Subsidiary Guarantees, if any, this
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 the
consideration for issuance of the Notes.

Section 12.09. Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).

                                     -102-
<PAGE>

Section 12.10. No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Authority or its Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.11. Successors.

         All agreements of the Authority in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Subsidiary Guarantor in this Indenture
shall bind its successors.

Section 12.12. Severability.

         In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.13. Counterpart Originals.

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

Section 12.14. Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.


                         [Signatures on following page]

                                     -103-
<PAGE>

                                   SIGNATURES

Dated as of July 26, 2001

                                       MOHEGAN TRIBAL GAMING AUTHORITY

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

Attest:
/s/ Shirley M. Walsh
-------------------------------
Name: Shirley M. Walsh
Title: Recording Secretary

                                       STATE STREET BANK AND TRUST
                                         COMPANY

                                       By: /s/ Philip G. Kane, Jr.
                                          --------------------------------------
                                          Name: Philip G. Kane, Jr.
                                          Title:

Attest:
/s/ Jami Friedman
-------------------------------
Authorized Signatory: Jami Friedman
Date: July 26, 2001

                                       MOHEGAN TRIBE OF INDIANS OF
                                         CONNECTICUT
                                       (solely with respect to its obligations
                                         under Article 11 and Sections 4.21 and
                                         12.07)

                                       By: /s/ Mark F. Brown
                                          --------------------------------------
                                          Name: Mark F. Brown
                                          Title: Tribal Council Chairman
Attest:
/s/ Shirley M. Walsh
-------------------------------
Authorized Signatory: Shirley M. Walsh
Date:

                                     -104-
<PAGE>

                                                                     EXHIBIT A-1


                                 [Face of Note]
--------------------------------------------------------------------------------

                                                            CUSIP/CINS [       ]

                    8 3/8% Senior Subordinated Note due 2011

No._____                                                         $______________

                         MOHEGAN TRIBAL GAMING AUTHORITY

promises to pay to _____________________________________________________________

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on          , 2011.

Interest Payment: January 1 and July 1

Record Dates: December 15 and June 15

Dated: [         ], 2001

                                       MOHEGAN TRIBAL GAMING AUTHORITY


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

This is one of the Notes referred
to in the within-mentioned Indenture:

STATE STREET BANK AND
  TRUST COMPANY, as Trustee

By:______________________________
       Authorized Signatory

--------------------------------------------------------------------------------


                                     A-1-1
<PAGE>

                                 [Back of Note]
                    8 3/8% Senior Subordinated Note due 2011

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE AUTHORITY.

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 THE DEPOSITARY 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. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE AUTHORITY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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 NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
IN ACCORDANCE WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT (SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED
UNDER THE INDENTURE PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY
OTHER JURISDICTION. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY
NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF


                                     A-1-2
<PAGE>

SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER
EXEMPTION UNDER THE SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY
AGREES FOR THE BENEFIT OF THE AUTHORITY THAT (A) SUCH SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (b) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE
SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d)
IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE AUTHORITY SO
REQUESTS), SUBJECT TO THE RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF THE
TRANSFEROR AND AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT, (2) TO THE AUTHORITY OR (3) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION AND (B) THE HOLDER WILL AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED HEREBY OF THE
RESALE RESTRICTION SET FORTH IN (A) ABOVE.

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

         1.    INTEREST.

         (a)   The Mohegan Tribal Gaming Authority (the "Authority"), promises
to pay interest on the principal amount of this Note at 8 3/8% per annum from
July 26, 2001 until maturity. The Authority will pay interest and Additional
Interest, if any, semi-annually in arrears on January 1 and July 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
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 Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date; provided, further, that the first Interest Payment Date shall be January
1, 2002. The Authority shall pay interest (including post-petition interest in
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 in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest, if any, (without regard to


                                     A-1-3
<PAGE>

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 year of
twelve 30-day months.

         (b)   The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement dated as of the date hereof, among the Authority
and the Initial Purchasers named therein ( the "Registration Rights Agreement").
If (i) the Authority fails to file any of the Registration Statements required
by the Registration Rights Agreements on or before the date specified for such
filing, (ii) any of such Registration Statements is not declared effective by
the Commission on or prior to the date specified for such effectiveness (the
"Effectiveness Target Date"), (iii) the Authority fails to consummate the
Exchange Offer within 30 Business Days of the Effectiveness Target Date with
respect to the Exchange Offer Registration Statement, or (iv) the Shelf
Registration Statement or the Exchange Offer Registration Statement is declared
effective but thereafter ceases to be effective or usable in connection with
resales of Transfer Restricted Securities during the periods specified in the
Registration Rights Agreement (each such event referred to in clauses (i)
through (iv) above a "Registration Default"), then the Authority will pay
Additional Interest to each Holder of Notes, with respect to the first 90-day
period immediately following the occurrence of the first Registration Default in
an amount equal to 25 basis points per 90-day period of the principal amount of
Notes held by such Holder. The amount of the Additional Interest will 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 Notes.

               (A)    Except as expressly provided in this paragraph 1(b),
         Additional Interest shall be treated as interest and any date on which
         Additional Interest is due and payable shall be treated as an Interest
         Payment Date for all purposes under this Note and the Indenture.

               (B)    In the event that the Authority is required to pay
         Additional Interest pursuant to this paragraph 1(b), the Authority
         shall notify the Trustee in writing at least 15 days prior to the first
         Interest Payment Date upon which such Additional Interest is due;
         provided that, in the event that the obligation to pay such Additional
         Interest occurs less than 15 days prior to such Additional Interest
         Date, such notice shall be provided by the Authority to the Trustee as
         soon as reasonably practicable prior to such Interest Payment Date.

         2.    METHOD OF PAYMENT. The Authority will pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders of Notes at the close of business on the December 15 or
June 15 next preceding the Interest Payment Date, even if such Notes are
canceled after such 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 Additional
Interest, if any, and interest at the office or agency of the Authority
maintained for such purpose within or without the City and State of New York,
or, at the option of the Authority, payment


                                     A-1-4
<PAGE>

of interest and Additional 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, premium and Additional Interest on, all
Global Notes and all other Notes the Holders of which shall hold at least $1.0
million in principal amount of Notes and have provided wire transfer
instructions to the Authority or the Paying Agent. Such payment shall be made in
accordance with those instructions.

         3.    PAYING AGENT AND REGISTRAR. Initially, the Trustee under the
Indenture, 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 July 26, 2001 ("Indenture") among the Authority, the Mohegan Tribe
of Indians of Connecticut (the "Tribe") and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss.
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are 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 the indenture shall govern and be controlling.

         5.    OPTIONAL REDEMPTION.

         (a)   Except as set forth in subparagraph (b) of this Paragraph 5, the
Authority shall not have the option to redeem the Notes prior to July 1, 2006.
On or after such dates, the Authority shall have the option to redeem the Notes,
in whole or in part, upon not less than 30 days but not more than 60 days'
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Additional Interest thereon
to the applicable redemption date, if redeemed during the twelve-month period
beginning on July 1 of the years indicated below:

         Year                                         Percentage
         ----                                         ----------

         2006............................              104.188%
         2007............................              102.792%
         2008............................              101.396%
         2009 and thereafter.............              100.000%

         (b)   Notwithstanding any other provisions of Article 3 of the
Indenture, if any Gaming Regulatory 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 gaming laws, and the Holder or beneficial
owner fails to apply for a license, qualification or finding of suitability


                                     A-1-5
<PAGE>

within 30 days after being requested to do so by such Gaming Regulatory
Authority (or such lesser period that may be required by such Gaming 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 or beneficial
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 for redemption
of the Notes of such Holder or beneficial owner at a redemption price equal to
the lesser of (1) the principal amount thereof or (2) the price at which such
Holder or beneficial owner acquired the Notes or (3) the current market price of
the Notes, together with, in either case, accrued and unpaid interest and
Additional Interest, if any, 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 following the 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 of suitability 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.

         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 the Notes.

         7.    REPURCHASE AT 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 repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest thereon, if any, 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, within five Business Days of each date on which the aggregate amount of
Excess Proceeds exceeds $15.0 million, the Authority shall commence an offer to
all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.10 of the
Indenture to purchase the maximum principal amount of Notes that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Additional Interest thereon, if any, to the date fixed for the closing of
such offer, in accordance with the procedures set forth in the Indenture. To the
extent that the aggregate amount of Notes tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Authority (or such Restricted
Subsidiary) may use such deficiency for any purpose not other-


                                     A-1-6
<PAGE>

wise permitted by the Indenture. If the aggregate principal amount of Notes
surrendered by Holders thereof exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes to be purchased on a pro rata basis. Holders of
Notes that are the subject of an offer to purchase will receive an Asset Sale
Offer from the Authority prior to any related purchase date and may elect to
have such Notes purchased by completing the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Notes.

         8.    NOTICE OF REDEMPTION. 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 $1,000 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
form without coupons in denominations of $1,000 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, to furnish 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 portion of 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 redeemed or during the period between a record
date and the corresponding Interest Payment Date.

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

         11.   AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the 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 the consent of the Holders of a
majority in principal amount of the then outstanding Notes, voting as a single
class. Without the 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 uncertificated Notes 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, 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 rights under the Indenture of any
such Holder or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act.


                                     A-1-7
<PAGE>

         12.   DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Additional Interest on the Notes;
(ii) default in payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise; (iii) failure
by the Authority or any of its Restricted Subsidiaries to comply with Section
4.10 or 5.01 of the Indenture; (iv) failure by the Authority or any of its
Restricted Subsidiaries to observe or perform (A) any covenant described in
Section 4.07 or 4.09 of the Indenture 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 other agreement 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 certain other 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 in each 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 $10.0 million or more; (vi) certain final judgments
for the payment of money 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 Restricted Subsidiaries; (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 the Indenture, 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 or disaffirm its obligations under such Subsidiary
Guarantor's Subsidiary Guarantee; and (xii) failure by the Tribe to comply with
the provisions of Article 11 for 30 days after notice to the Authority and the
Tribe by the Trustee or the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding voting as a single class. If any Event of
Default 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 arising from 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 certain limitations, 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 of Default (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 then outstanding by notice to the
Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of De-

                                     A-1-8
<PAGE>

fault and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest on, 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 to the Trustee a
statement specifying such Default or Event of Default.

         13.   TRUSTEE DEALINGS WITH AUTHORITY. 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.   NO RECOURSE 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 the Authority 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 the
consideration for the issuance of the Notes.

         15.   AUTHENTICATION. This Note shall not be valid until authenticated
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.   ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of July 26, 2001, between the Authority and the parties named
on the signature pages thereof (the "Registration Rights Agreement").

         18.   CUSIP NUMBERS. Pursuant to a 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 to Holders. 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.

         The Authority will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                                     A-1-9
<PAGE>

Mohegan Tribal Gaming Authority
1 Mohegan Sun Boulevard
Uncasville, CT 06382
Attention: Mark F. Brown


                                     A-1-10
<PAGE>

                                 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 may substitute
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).


                                     A-1-11
<PAGE>

                       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 the appropriate box
below:

         [ ] Section 4.10              [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Authority pursuant 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).


                                     A-1-12
<PAGE>

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

<TABLE>
<CAPTION>
                                                                     Principal Amount of        Signature of
                    Amount of decrease in  Amount of increase in      this Global Note      authorized officer of
                     Principal Amount of    Principal Amount of    following such decrease     Trustee or Note
 Date of Exchange     this Global Note       this Global Note           (or increase)             Custodian
------------------  ---------------------  ----------------------  -----------------------  ---------------------
<S>                 <C>                    <C>                     <C>                      <C>

</TABLE>


                                     A-1-13
<PAGE>

                                                                     EXHIBIT A-2

                  [Face of Regulation S Temporary Global Note]
________________________________________________________________________________

                                                              CUSIP/CINS [     ]

                    8 3/8% Senior Subordinated Note due 2011

No._____                                                         $______________

                         MOHEGAN TRIBAL GAMING AUTHORITY

promises to pay to ____________________________________________________________

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on [      ], 2011.

Interest Payment Dates: January 1 and July 1

Record Dates: December 15 and June 15

Dated: [      ], 2001

                                       MOHEGAN TRIBAL GAMING AUTHORITY


                                       By:______________________________________
                                          Name:
                                          Title:


                                       By:______________________________________
                                          Name:
                                          Title:

This is one of the Notes
referred to in the within-mentioned Indenture:

STATE STREET BANK AND
  TRUST COMPANY, as Trustee

By:________________________________
      Authorized Signatory

________________________________________________________________________________


                                     A-2-1
<PAGE>

                  [Back of Regulation S Temporary Global Note]
                     8 3/8% Senior Subordinate Note due 2011

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT
NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE
INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
WITH THE PRIOR WRITTEN CONSENT OF THE AUTHORITY.

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 THE DEPOSITARY 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. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE AUTHORITY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), 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 NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
IN ACCORDANCE WITH AN AP-


                                     A-2-2
<PAGE>

PLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(SUBJECT TO THE DELIVERY OF SUCH EVIDENCE, IF ANY, REQUIRED UNDER THE INDENTURE
PURSUANT TO WHICH THIS NOTE IS ISSUED) AND IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.
EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER OR ANOTHER EXEMPTION UNDER THE
SECURITIES ACT. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE
BENEFIT OF THE AUTHORITY THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1)(a) TO A PERSON WHO THE SELLER REASONABLY BELIEVES
IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (b) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (c)
OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT OR (d) IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
BASED UPON AN OPINION OF COUNSEL IF THE AUTHORITY SO REQUESTS), SUBJECT TO THE
RECEIPT BY THE REGISTRAR OF A CERTIFICATION OF THE TRANSFEROR AND AN OPINION OF
COUNSEL TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT, (2) TO THE AUTHORITY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE
HOLDER WILL AND EACH SUBSEQUENT HOLDER IS REQUIRED TO NOTIFY ANY PURCHASER FROM
IT OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTION SET FORTH IN (A)
ABOVE.

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

         1.    INTEREST.

         (a)   The Mohegan Tribal Gaming Authority (the "Authority"), promises
to pay interest on the principal amount of this Note at 8 3/8% per annum from
July 26, 2001 until maturity. The Authority will pay interest and Additional
Interest, if any, semi-annually in arrears on January 1 and July 1 of each year,
or if any such day is not a Business Day, on the next succeeding Business Day
(each an "Interest Payment Date"). Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
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 Interest
Payment Date, interest shall accrue from such


                                     A-2-3
<PAGE>

next succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be January 1, 2002. The Authority shall pay interest
(including post-petition interest in 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 in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Additional Interest, if any, (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
year of twelve 30-day months.

         (b)   The Holder of this Note is entitled to the benefits of the
Registration Rights Agreement dated as of the date hereof, among the Authority
and the Initial Purchasers named therein (the "Registration Rights Agreement").
If (i) the Authority fails to file any of the Registration Statements required
by the Registration Rights Agreements on or before the date specified for such
filing, (ii) any of such Registration Statements is not declared effective by
the Commission on or prior to the date specified for such effectiveness (the
"Effectiveness Target Date"), (iii) the Authority fails to consummate the
Exchange Offer within 30 Business Days of the Effectiveness Target Date with
respect to the Exchange Offer Registration Statement, or (iv) the Shelf
Registration Statement or the Exchange Offer Registration Statement is declared
effective but thereafter ceases to be effective or usable in connection with
resales of Transfer Restricted Securities during the periods specified in the
Registration Rights Agreement (each such event referred to in clauses (i)
through (iv) above a "Registration Default"), then the Authority will pay
Additional Interest to each Holder of Notes, with respect to the first 90-day
period immediately following the occurrence of the first Registration Default in
an amount equal to 25 basis points per 90-day period of the principal amount of
Notes held by such Holder. The amount of the Additional Interest will 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 Notes.

               (A)    Except as expressly provided in this paragraph l(b),
         Additional Interest shall be treated as interest and any date on which
         Additional Interest is due and payable shall be treated as an Interest
         Payment Date for all purposes under this Note and the Indenture.

               (B)    In the event that the Authority is required to pay
         Additional Interest pursuant to this paragraph 1(b), the Authority
         shall notify the Trustee in writing at least 15 days prior to the
         first Interest Payment Date upon which such Additional Interest is
         due; provided that, in the event that the obligation to pay such
         Additional Interest occurs less than 15 days prior to such Additional
         Interest Date, such notice shall be provided by the Authority to the
         Trustee as soon as reasonably practicable prior to such Interest
         Payment Date.

         2.    METHOD OF PAYMENT. The Authority will pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered


                                     A-2-4
<PAGE>

Holders of Notes at the close of business on the December 15 or June 15 next
preceding the Interest Payment Date, even if such Notes are canceled after such
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 Additional Interest, if any, and
interest at the office or agency of the Authority maintained for such purpose
within or without the City and State of New York, or, at the option of the
Authority, payment of interest and Additional Interest, if any, 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, premium and
Additional Interest on, all Global Notes and all other Notes the Holders of
which shall hold at least $1.0 million in principal amount of Notes and have
provided wire transfer instructions to the Authority or the Paying Agent. Such
payment shall be made in accordance with those instructions.

         3.    PAYING AGENT AND REGISTRAR. Initially, the Trustee under the
Indenture, 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 July 26, 2001 ("Indenture") among the Authority, the Mohegan Tribe
of Indians of Connecticut (the "Tribe") and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss.
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are 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 the indenture shall govern and be controlling.

         5.    OPTIONAL REDEMPTION.

         (a)   Except as set forth in subparagraph (b) of this Paragraph 5, the
Authority shall not have the option to redeem the Notes prior to July 1, 2006.
On or after such date, the Authority shall have the option to redeem the Notes,
in whole or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Additional Interest thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on July 1 of the years indicated below:

         Year                                              Percentage
         ----                                              ----------

         2006.....................................          104.188%
         2007.....................................          102.792%
         2008.....................................          101.396%
         2009 and thereafter......................          100.000%


                                     A-2-5
<PAGE>

         (b)   Notwithstanding any other provisions of Article 3 of the
Indenture, if any Gaming Regulatory 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 gaming laws, 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 such Gaming 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 or beneficial
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 for redemption
of the Notes of such Holder or beneficial owner at a redemption price equal to
the lesser of (1) the principal amount thereof or (2) the price at which such
Holder or beneficial owner acquired the Notes or (3) the current market price of
the Notes, together with, in either case, accrued and unpaid interest and
Additional Interest, if any, 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 following the 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 of suitability 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.

         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 the Notes.

         7.    REPURCHASE AT OPTION OF HOLDER.

         (a)   If there is a Change of Control, the Authority shall be required
to make an offer (a "Change of Control Offer") to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Additional Interest thereon, if any, 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, within five Business Days of each date on which the aggregate amount of
Excess Proceeds exceeds $15.0 million, the Authority shall commence an offer to
all Holders of Notes (as "Asset Sale Offer") pursuant to Section 3.10 of the
Indenture to purchase the maximum


                                     A-2-6
<PAGE>

principal amount of Notes that may be purchased out of the Excess Proceeds at an
offer price in cash in an amount equal to 100% of the principal amount thereof
plus accrued and unpaid interest and Additional Interest thereon, if any, to the
date fixed for the closing of such offer, in accordance with the procedures set
forth in the Indenture. To the extent that the aggregate amount of Notes
tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the
Authority (or such Restricted Subsidiary) may use such deficiency for any
purpose not otherwise permitted by the Indenture. If the aggregate principal
amount of Notes surrendered by Holders thereof exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes to be purchased on a pro rata
basis. Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Authority prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

         8.    NOTICE OF REDEMPTION. 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 $1,000 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
form without coupons in denominations of $1,000 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, to furnish 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 portion of 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 redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         This Regulation S Temporary Global Note is exchangeable in whole or in
part for one or more Global Notes only (i) on or after the termination of the
40-day restricted period (as defined in Regulation S) and (ii) upon presentation
of certificates (accompanied by an Opinion of Counsel, if applicable) required
by Article 2 of the Indenture. Upon exchange of this Regulation S Temporary
Global Note for one or more Global Notes, the Trustee shall cancel this
Regulation S Temporary Note.

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

         11.   AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with


                                     A-2-7
<PAGE>

the consent of the 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 the consent of the Holders of a majority in principal
amount of the then outstanding Notes, voting as a single class. Without the
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 uncertificated Notes 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, 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 rights under the Indenture of any such Holder or to
comply with the requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the Trust Indenture Act.

         12.   DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Additional Interest on the Notes;
(ii) default in payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise; (iii) failure
by the Authority or any of its Restricted Subsidiaries to comply with Section
4.10 or 5.01 of the Indenture; (iv) failure by the Authority or any of its
Restricted Subsidiaries to observe or perform (A) any covenant described in
Section 4.07 or 4.09 of the Indenture 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 other agreement 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 certain other 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 in each 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
accelerated, aggregates $10.0 million or more; (vi) certain final judgments for
the payment of money 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 Restricted Subsidiaries; (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 the Indenture, 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 or disaffirm its obligations under such Subsidiary
Guarantor's Subsidiary Guarantee; and (xii) failure by the Tribe to comply with
the provisions in Article 11 for 30


                                     A-2-8
<PAGE>

days after notice to the Authority and the Tribe by the Trustee or the Holders
of at least 25% in aggregate principal amount of the Notes then outstanding
voting as a single class. If any Event of Default 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 arising from
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 certain
limitations, 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
of Default (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 then outstanding 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 interest on, 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 to the Trustee a statement
specifying such Default or Event of Default.

         13.   TRUSTEE DEALINGS WITH AUTHORITY. 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.   NO RECOURSE 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 the Authority 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 the
consideration for the issuance of the Notes.

         15.   AUTHENTICATION. This Note shall not be valid until authenticated
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.   ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of July 26, 2001, between


                                     A-2-9
<PAGE>

the Authority and the parties named on the signature pages thereof (the
"Registration Rights Agreement").

         18.   CUSIP NUMBERS. Pursuant to a 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 to Holders. 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.

         The Authority will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Mohegan Tribal Gaming Authority
1 Mohegan Sun Boulevard
Uncasville, CT 06382
Attention: Mark F. Brown


                                     A-2-10
<PAGE>

                                 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 may substitute
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).


                                     A-2-11
<PAGE>

                       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 the appropriate box
below:

         [ ] Section 4.10              [ ] Section 4.15

         If you want to elect to have only part of the Note purchased by the
Authority pursuant 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).


                                     A-2-12
<PAGE>

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

<TABLE>
<CAPTION>
                                                                     Principal Amount of        Signature of
                    Amount of decrease in  Amount of increase in     this Global Senior     authorized officer of
                     Principal Amount of    Principal Amount of       Subordinated Note       Trustee or Senior
                     this Global Senior      this Global Senior    following such decrease    Subordinated Note
 Date of Exchange     Subordinated Note      Subordinated Note          (or increase)             Custodian
------------------  ---------------------  ----------------------  -----------------------  ---------------------
<S>                 <C>                    <C>                     <C>                      <C>

</TABLE>


                                     A-2-13
<PAGE>

                                                                       EXHIBIT B


                         FORM OF CERTIFICATE OF TRANSFER


Mohegan Tribal Gaming Authority
1 Mohegan Sun Boulevard
Uncasville, CT 06382

State Street Bank and Trust Company
Goodwin Square
225 Asylum Street
Hartford, CT 06103

         Re:  8 3/8% Notes due 2011
              ---------------------

         Reference is hereby made to the Indenture, dated as of July 26, 2001
(the "Indenture"), among the Mohegan Tribal Gaming Authority, as issuer (the
"Authority"), the Mohgegan Tribe of Indians of Connecticut (the "Tribe") and
State Street Bank and Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

         __________ (the "Transferor") owns and proposes to transfer the Note[s]
or interest in such Note[s] specified in Annex A hereto, in the principal amount
of $      in such Note[s] or interests (the "Transfer"), to ________ (the
"Transferee"), as further specified in Annex A hereto. In connection with the
Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1.    [ ] Check if Transferee will take delivery of a beneficial
                   ------------------------------------------------------
interest in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The
---------------------------------------------------------------------------
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.


                                      B-1
<PAGE>

         2.    [ ] Check if Transferee will take delivery of a beneficial
                   ------------------------------------------------------
interest in the Temporary Regulation S Global Note, the Regulation S Global Note
--------------------------------------------------------------------------------
or a Definitive Note pursuant to Regulation S. The Transfer is being effected
---------------------------------------------
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act
and, accordingly, the Transferor hereby further certifies that (i) the Transfer
is not being made to a person in the United States and (x) at the time the buy
order was originated, the Transferee was outside the United States or such
Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act; (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (iv) if the proposed transfer is being
made prior to the expiration of the Distribution Compliance Period, the transfer
is not being made to a U.S. Person or for the account or benefit of a U.S.
Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note, the Temporary Regulation S Global Note and/or the Definitive Note
and in the Indenture and the Securities Act.

         3.    [ ] Check and complete if Transferee will take delivery of a
                   ------------------------------------------------------
beneficial interest in the Definitive Note pursuant to any provision of the
---------------------------------------------------------------------------
Securities Act other than Rule 144A or Regulation S. The Transfer is being
---------------------------------------------------
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

         (a)   [ ] such Transfer is being effected pursuant to and in accordance
   with Rule 144 under the Securities Act;

                                       or

         (b)   [ ] such Transfer is being effected to the Authority or a
   subsidiary thereof;

                                       or

         (c)   [ ] such Transfer is being effected pursuant to an effective
   registration statement under the Securities Act and in compliance with the
   prospectus delivery requirements of the Securities Act;

                                       or


                                      B-2
<PAGE>

         4.    [ ] Check if Transferee will take delivery of a beneficial
                   ------------------------------------------------------
interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.
-----------------------------------------------------------------------------

         (a)   [ ] Check if Transfer is pursuant to Rule 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

         (b)   [ ] Check if Transfer is Pursuant to Regulation S. (i) The
Transfer is being effected and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

         (c)   [ ] Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

                                      B-3
<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Authority.

                                       ________________________________________
                                              [Insert Name of Transferor]


                                       By:______________________________________
                                          Name:
                                          Title:

Dated:____________________


                                      B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER


1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a)   [ ]   a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP _________), or

               (ii)  [ ] Regulation S Global Note (CUSIP _________), or

         (b)   [ ]   a Restricted Definitive Note.

2.       After the Transfer the Transferee will hold:

                                   (CHECK ONE]

         (a)   [ ]   a beneficial interest in the:

               (i)   [ ] 144A Global Note (CUSIP _________), or

               (ii)  [ ] Regulation S Global Note (CUSIP _________), or

               (iii) [ ] Unrestricted Global Note (CUSIP _________); or

         (b)   [ ]   a Restricted Definitive Note; or

         (c)   [ ]   an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.


                                      B-5
<PAGE>

                                                                       EXHIBIT C


                         FORM OF CERTIFICATE OF EXCHANGE


Mohegan Tribal Gaming Authority
1 Mohegan Sun Boulevard
Uncasville, CT 06382

State Street Bank and Trust Company
Goodwin Square
225 Asylum Street
Hartford, CT 06103

         Re:  8 3/8% Notes due 2011
              ---------------------

                             (CUSIP ______________)


         Reference is hereby made to the Indenture, dated as of July 26, 2001
(the "Indenture") among the Mohegan Tribal Gaming Authority, as issuer (the
"Authority"), the Mohegan Tribe of Indians of Connecticut (the "Tribe") and
State Street Bank and Trust Company, as trustee. Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture.

         __________, (the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of $ in such
Note[s] or interests (the "Exchange"). In connection with the Exchange, the
Owner hereby certifies that:

         1.    Exchange of Restricted Definitive Notes or Beneficial Interests
               ---------------------------------------------------------------
in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
---------------------------------------------------------------------------
Interests in an Unrestricted Global Note.
----------------------------------------

         (a)   [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.


                                      C-1
<PAGE>

         (b)   [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c)   [ ] Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d)   [ ] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.    Exchange of Restricted Definitive Notes or Beneficial Interests
               ---------------------------------------------------------------
in Restricted Global Notes for Restricted Definitive Notes or Beneficial
------------------------------------------------------------------------
Interests in Restricted Global Notes.
------------------------------------

         (a)   [ ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued


                                      C-2
<PAGE>

will continue to be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Definitive Note and in the
Indenture and the Securities Act.

         (b)       Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] 144A Global Note, Regulation S Global Note with an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer and (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, and in compliance with any applicable blue sky securities laws of any state
of the United States. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject
to the restrictions on transfer enumerated in the Private Placement Legend
printed on the relevant Restricted Global Note and in the Indenture and the
Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Authority.


                                       -----------------------------------------
                                              [Insert Name of Transferor]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

Dated:
      --------------------


                                      C-3
<PAGE>

                                                                       EXHIBIT D


                FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE


         Each Subsidiary Guarantor (as defined in the Indenture) has jointly and
severally unconditionally guaranteed (a) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes, whether at maturity or
an Interest Payment Date, by acceleration, call for redemption or otherwise, (b)
the due and punctual payment of interest on the overdue principal and premium
of, and interest, to the extent lawful, on the Notes and (c) that in case of any
extension of time of payment or renewal of any Notes or any of such other
obligations, the same will be promptly paid in full when due in accordance with
the terms of the extension of renewal, whether at stated maturity, by
acceleration or otherwise.

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

         The Subsidiary Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Note upon which the
Subsidiary Guarantee is noted shall have been executed by the Trustee under the
Indenture by the manual or facsimile signature of one of its authorized
officers.

Dated:
      --------------------

                                       [SUBSIDIARY GUARANTOR]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                      D-1
<PAGE>

                                                                       EXHIBIT E


                         FORM OF SUPPLEMENTAL INDENTURE
               TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS


         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
_____, among ______ (the "Subsidiary Guarantor"), a subsidiary of the Mohegan
Tribal Gaming Authority (or its permitted successor), (the "Authority"), the
Authority, the other Subsidiary Guarantors (as defined in the Indenture referred
to herein) and [State Street Bank and Trust Company], as trustee under the
Indenture referred to below (the "Trustee").

                              W I T N E S S E T H:

         WHEREAS the Authority has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of July 26, 2001 providing for
the issuance of an aggregate principal amount of up to $150,000,000 of 8 3/8%
Notes due 2011 (the "Notes");

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

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

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

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

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

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

         (a)   The Subsidiary Guarantor, jointly and severally with all other
     Subsidiary Guarantors, if any, unconditionally guarantee to each Holder of
     a Note authenti-


                                      E-1
<PAGE>

   cated and delivered by the Trustee and to the Trustee and its successors and
   assigns, the Notes or the obligations of the Authority hereunder or
   thereunder, that:

               (i)    the principal of and interest on the Notes will be
         promptly paid in full when due, whether at maturity, by acceleration,
         redemption or otherwise, and interest on the overdue principal of and
         interest on the Notes, if any, if lawful, and all other obligations of
         the Authority to the Holders or the Trustee hereunder or thereunder
         will be promptly paid in full or performed, all in accordance with the
         terms hereof and thereof; and

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

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

         4.    EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEES.

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

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

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

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


                                      E-2
<PAGE>

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

         (f)   The Subsidiary Guarantor hereby waives diligence, presentment,
demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Authority, any right to require a proceeding first against the
Authority, protest, notice and all demands whatsoever and covenants that its
Subsidiary Guarantee made pursuant to this Supplemental Indenture will not be
discharged except by complete performance of the obligations contained in the
Notes and the Indenture or pursuant to Section 5(b) of this Supplemental
Indenture.

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

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

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

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

         (i)   The Subsidiary Guarantor shall have the right to seek
contribution from any other nonpaying Subsidiary Guarantor, if any, so long as
the exercise of such right does


                                      E-3
<PAGE>

not impair the rights of the Holders under the Subsidiary Guarantee made
pursuant to this Supplemental Indenture.

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

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

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

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


                                      E-4
<PAGE>

this Section 5(b), the Trustee shall execute any documents reasonably requested
by the Authority or the Subsidiary Guarantor, at the cost of the Authority or
such Subsidiary Guarantor, as the case may be, in order to evidence the release
of such Subsidiary Guarantor from its obligations under its Senior Subsidiary
Guarantee endorsed on the Notes and under the Indenture and this Supplemental
Indenture.

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

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

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


                                      E-5
<PAGE>

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

Dated:____________, _____


                                       [SUBSIDIARY GUARANTOR]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                       MOHEGAN TRIBAL GAMING AUTHORITY


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                       [EXISTING SUBSIDIARY GUARANTORS]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

                                       STATE STREET BANK AND TRUST COMPANY,
                                         as Trustee


                                       By:
                                          --------------------------------------
                                          Authorized Signatory


                                      E-6
<PAGE>

                             Attachment to Indenture

                              SECTION 81 COMPLIANCE

In compliance with Section 81 of Title 25 U.S.C.A., the residence and occupation
of the parties is as follows:

         Party in Interest:              Mohegan Tribe of Indians of Connecticut

         Address:                        1 Mohegan Sun Boulevard
                                         Uncasville, CT 06382

         Occupation:                     Indian Tribe

         Party in Interest:              Mohegan Tribal Gaming Authority

         Address:                        1 Mohegan Sun Boulevard
                                         Uncasville, CT  06382

         Occupation:                     Tribal Gaming Authority

         Party in Interest:              State Street Bank and Trust Company
                                         Goodwin Square
                                         225 Asylum Street
                                         Hartford, CT 06103

         Occupation:                     Commercial Bank and Trust Company

         Fixed limited time to run:      The Notes become due July 1, 2011.

The Chairman of the Mohegan Tribe of Indians of Connecticut (the "Tribe") is
authorized to execute the attached document by Resolution No. 99-03 of the
Tribal Council of the Tribe, dated February 18, 1999. The Chairman exercises his
authority in this instance because the Tribe has determined that execution of
the attached document will further the economic development objectives of the
Tribe.

The Chairman of the Management Board of the Mohegan Tribal Gaming Authority (the
"Management Board") is authorized to execute the attached document by Resolution
No. TGA 99-04 of the Management Board, dated February 18, 1999. The Chairman of
the Management Board exercises his authority in this instance because the
Management Board has determined that execution of the attached document will
further the economic development objectives of the Tribe.

The document was executed on or about ____ (time) on [    ], 2001 at __________
(place), for the particular purpose set forth above.
<PAGE>

The undersigned parties agree that the foregoing agreement is in compliance with
25 U.S.C.ss. 81.

WITNESS:



                                       Mohegan Tribe of Indians of Connecticut


                                       By:
                                          --------------------------------------
                                          Name: Mark F. Brown
                                          Title: Chairman


                                       Mohegan Tribal Gaming Authority


                                       By:
                                          --------------------------------------
                                          Name: Mark F. Brown
                                          Title: Chairman


                                       State Street Bank and Trust Company


                                       By:
                                          --------------------------------------
                                          Name: Susan T. Keller
                                          Title: Vice President


                                       Approved Pursuant to 25 U.S.C. ss. 81

                                       United States Department of Interior
                                       Bureau of Indian Affairs:


Date: [      ], 2001                   By:
                                          --------------------------------------
                                          Name: Franklin Keel
                                          Title: Eastern Area Director
                                                 Eastern Area Office
                                                 Bureau of Indian Affairs
                                                 for the Secretary of the
                                                 Interior and the Commissioner
                                                 of Indian Affairs, acting under
                                                 delegated authority


                                      E-2