**Exhibit 4.14**

 

**AMENDED AND RESTATED SUPPLEMENTAL INDENTURE**

**8% Senior Subordinated Notes due 2012**

 

AMENDED AND RESTATED SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 25, 2005, amending and restating theSupplemental Indenture (the “Original 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 itspermitted successor), (the “Authority”), the Authority, and U.S. Bank National Association (as successor to 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 February 20, 2002 providing for the issuance of an aggregate principal amount of up to $250,000,000 of 8% Senior Subordinated Notes due 2012 (the “Notes”); 

 

WHEREAS, the Indenture provides that under certain circumstances theSubsidiary 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 termsand conditions set forth herein (the “Subsidiary Guarantee”); 

 

WHEREAS, the Original Supplemental Indenture contained a defect in that it did not appropriately refer to the Subsidiary Guarantee as a senior subordinated guarantee as set forth in the Offering Memorandum relating to the Notes; 

 

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee isauthorized to execute and deliver this Supplemental Indenture which restates the Original Supplemental Indenture and corrects the defect by adding the language contained in Section 4(k) hereof. 

 

NOW THEREFORE, in consideration of the foregoing and for other good andvaluable 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 shallhave 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 Sections 4.20 and 9.01 of the Indenture. 

 

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

 

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

 

(i) the principal of andinterest 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 theAuthority to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and 

 

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations,that same will be promptly 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 performanceso 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 fraudulentconveyance 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 allother 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 notationof 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 setforth 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 timethe Trustee authenticates the Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall be valid nevertheless. 

 

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

 

(e) The Subsidiary Guarantor hereby agrees that its obligations hereunder shall be unconditional, regardless of the validity, regularityor 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 ofinsolvency 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 bedischarged except by complete performance of the obligations contained in the Notes and the Indenture or pursuant to Section 5(b) of this Supplemental Indenture. 

 

(g) If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under 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 the Authority or any otherSubsidiary 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 theother hand: 

 

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

 

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

 

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

 

(j) The Subsidiary Guarantor covenants (to the extent thatit 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 mayaffect 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 itwill 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. 

 

(k) The obligations of the Subsidiary Guarantor hereundershall be junior and subordinated to the Senior Indebtedness of the Subsidiary Guarantor on the same basis as the Notes are junior and subordinated to the Senior Indebtedness of the Authority. For the purposes of the foregoing sentence, andnotwithstanding anything to the contrary contained herein, the Trustee and the Holders shall have the right to receive and/or retain payments by the Subsidiary Guarantor (or any Persons acting on its behalf) only at such times as they may receiveand/or retain payments in respect of the Notes pursuant to this Indenture, including Article 11 of the Indenture and the holders of Senior Indebtedness shall have the same rights and remedies provided for in Article 11 of the Indenture. 

 

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

 

(a) Nothing contained in the Indenture, thisSupplemental 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 theSubsidiary 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 SubsidiaryGuarantor 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 orsubstantially 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 defeasance of the Notes, such Subsidiary Guarantor shall be deemed automaticallyand unconditionally released and discharged from all obligations under this Subsidiary Guarantee without any further action required on the part of the Trustee or any Holder if no Default shall have occurred and be continuing; provided that in theevent 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 

 

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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 thepreceding 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 suchSubsidiary 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 whichshall 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 ofthis 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 suchSubsidiary Guarantor from its obligations under its 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 thisSupplemental 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 this SupplementalIndenture to be duly executed and attested, all as of the date first above written. 

 

Dated: January 25, 2005 

 
MOHEGAN BASKETBALL CLUB, LLCBy: /s/    ROBERT J. SOPER        
Name:
 **Robert J. Soper**
Title:
 **Manager and Secretary**MOHEGAN TRIBAL GAMING AUTHORITYBy: /s/    WILLIAM J.VELARDO        
Name:
 **William J. Velardo**
Title:
 **Chief Executive Officer**U.S. BANK NATIONAL ASSOCIATION, as TrusteeBy: /s/    CAUNA M. SILVA          
Authorized Signatory

 

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