**Exhibit 4.7**

 

**SUPPLEMENTAL INDENTURE**

**TO BEDELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS**

 

SUPPLEMENTALINDENTURE (this “Supplemental Indenture”), dated as of January 27, 2003, among the Mohegan Basketball Club, LLC (the “Subsidiary Guarantor”), a subsidiary of the Mohegan Tribal Gaming Authority (or its permitted successor), (the“Authority”), the Authority, the other Subsidiary Guarantors (as defined in the Indenture referred to herein) and 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 Trusteean indenture (the “Indenture”), dated as of March 3, 1999 providing for the issuance of an aggregate principal amount of up to $300,000,000 of 8 3/4% Senior Subordinated Notes due 2009 (the “Senior Subordinated Notes”); 

 

WHEREAS, the Indenture provides that under certain circumstances the Subsidiary Guarantor shall execute and deliver to the Trustee a supplementalindenture pursuant to which the Subsidiary Guarantor shall unconditionally guarantee all of the Authority’s Obligations under the Senior Subordinated Notes and the Indenture on the terms and conditions set forth herein (the “SeniorSubordinated 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, theSubsidiary Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Subordinated Notes as follows: 

 

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

 

2.    INDENTURE PROVISIONPURSUANT 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, jointlyand severally with all other Subsidiary Guarantors, if any, unconditionally guarantee to each Holder of a Senior Subordinated Note authenticated and delivered by the Trustee and to the Trustee and its 

successors and assigns, the Senior Subordinated Notes or the obligations of the Authority hereunder or thereunder, that: 

 

(i)    the principal of and interest onthe Senior Subordinated 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 Senior Subordinated Notes, if any, if lawful, and allother 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 timeof payment or renewal of any Senior Subordinated 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, byacceleration 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 Guaranteewould 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 Senior Subordinated SubsidiaryGuarantee 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 SENIOR SUBORDINATEDSUBSIDIARY GUARANTEES. 

 

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

 

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

 

(c)    If an officer whose signature is on this Supplemental Indenture or on the SeniorSubordinated Subsidiary Guarantee no longer holds that office at the time the Trustee authenticates the Senior Subordinated Note on which a Senior Subordinated Subsidiary Guarantee is endorsed, the Senior Subordinated Subsidiary Guarantee shall bevalid nevertheless. 

 

(d)    The delivery of the Senior Subordinated Note by the Trustee, after the authentication thereof under the Indenture, shall constitute due delivery of the Senior 

 

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Subordinated Subsidiary Guarantee set forth in this Supplemental Indenture on behalf of the Subsidiary Guarantor. 

 

(e)    The Subsidiary Guarantor herebyagrees that its obligations hereunder shall be unconditional, regardless of the validity, regularity or enforceability of the Senior Subordinated Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by anyHolder of the Senior Subordinated 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 orequitable 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 firstagainst the Authority, protest, notice and all demands whatsoever and covenants that its Senior Subordinated Subsidiary Guarantee made pursuant to this Supplemental Indenture will not be discharged except by complete performance of the obligationscontained in the Senior Subordinated 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 thisSupplemental 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, theSubsidiary 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 asthough 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 theAuthority or any other Subsidiary Guarantor as a result of any payment by such Subsidiary Guarantor under its Senior Subordinated Subsidiary Guarantee. The Subsidiary Guarantor further agrees that, as between the Subsidiary Guarantors, on the onehand, 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 Senior Subordinated Subsidiary Guarantee made pursuantto 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 providedin 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 Senior Subordinated Subsidiary 

 

 

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Guarantee made pursuant to this Supplemental Indenture. 

 

(i)    The Subsidiary Guarantor shall have the right to seek contribution from any other non-paying SubsidiaryGuarantor, if any, so long as the exercise of such right does not impair the rights of the Holders under the Senior Subordinated 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 inforce, which may affect the covenants or the performance of the Indenture or this Senior Subordinated Subsidiary Guarantee; and the Subsidiary Guarantor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage ofany 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. ONCERTAIN TERMS 

 

(a)    Nothing contained in the Indenture, this Supplemental Indenture or in the Senior Subordinated Notes shall prevent any consolidation or merger of the Subsidiary Guarantor with or into the Authority or any otherSubsidiary 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 5of 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 ifa 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 orcovenant defeasance of the Senior Subordinated Notes, such Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged from all obligations under this Senior Subordinated Subsidiary Guarantee without any furtheraction 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 Indentureand provided further that in the event of a redesignation of a Subsidiary, that 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 theSubsidiary 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 expresslyassumed 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. Uponreceipt of an Officers’ Certificate of the Authority or the Subsidiary Guarantor, as 

 

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the case may be, to the effect that the Authority or such Subsidiary Guarantor has complied with the first sentence of this Section 5(b), the Trustee shallexecute 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 itsobligations under its Senior Subsidiary Guarantee endorsed on the Senior Subordinated 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 SupplementalIndenture. 

 

7.    COUNTERPARTS. The partiesmay 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 HEADINGS. The Section headings herein are for convenience only and shall not effect the construction hereof.

 

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

 

Dated: January 27, 2003 

 
MOHEGAN BASKETBALL CLUB, LLC
By:
 
/s/    JEFFREY E.HARTMANN      

Name:

Title:
 
Jeffrey E. Hartmann

Manager and Vice President

 
MOHEGAN TRIBAL GAMING AUTHORITY
By:
 
/s/    MARK F.BROWN    

Name:

Title:
 
Mark F. Brown

Chairman, Management Board

 

STATE STREET BANK AND TRUST COMPANY,

as Trustee

By:
 
     /s/    MARKFORGETTA

Authorized Signatory

Vice President

 

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**NOTATION OF SUBSIDIARY GUARANTEE ON SENIOR SUBORDINATED NOTE**

 

Each Subsidiary Guarantor (as defined in the Indenture) has jointly andseverally 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 dueand 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 samewill 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 fraudulentconveyance 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 SubsidiaryGuarantor, 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 underthe Indenture by the manual or facsimile signature of one of its authorized officers. 

 

Dated: January 27, 2003 

 

MOHEGAN BASKETBALL CLUB, LLC

By:
 
/s/    JEFFREY E.HARTMANN      

Name:

Title:
 
Jeffrey E. Hartmann

Manager and Vice President

 

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