WATERFORD GAMING, L.L.C.

                                     and

                        WATERFORD GAMING FINANCE CORP.

                                 as Issuers,

                                     and

                      STATE STREET BANK AND TRUST COMPANY
 
                                 as Trustee



                                  INDENTURE 

                          Dated as of March 17, 1999



                                 $125,000,000
                         9 1/2% Senior Notes due 2010





                              TABLE OF CONTENTS
    
                                                                       Page

                           ARTICLE I
                           DEFINITIONS AND INCORPORATION BY REFERENCE  . .1

               SECTION 1.1.   Definitions. . . . . . . . . . . . . . . . .1
               SECTION 1.2.   Incorporation by Reference of TIA. . . . . 16
               SECTION 1.3.   Rules of Construction. . . . . . . . . . . 17

                           ARTICLE II
                           THE SECURITIES  . . . . . . . . . . . . . . . 18

               SECTION 2.1.   Form and Dating. . . . . . . . . . . . . . 18
               SECTION 2.2.   Execution and Authentication . . . . . . . 18
               SECTION 2.3.   Registrar and Paying Agent . . . . . . . . 19
               SECTION 2.4.   Paying Agent to Hold Assets in Trust . . . 20
               SECTION 2.5.   Securityholder Lists . . . . . . . . . . . 20
               SECTION 2.6.   Transfer and Exchange. . . . . . . . . . . 20
               SECTION 2.7.   Replacement Securities . . . . . . . . . . 26
               SECTION 2.8.   Outstanding Securities . . . . . . . . . . 27
               SECTION 2.9.   Treasury Securities. . . . . . . . . . . . 27
               SECTION 2.10.  Temporary Securities . . . . . . . . . . . 27
               SECTION 2.11.  Cancellation . . . . . . . . . . . . . . . 28
               SECTION 2.12.  Defaulted Interest . . . . . . . . . . . . 28
               SECTION 2.13.  CUSIP Numbers. . . . . . . . . . . . . . . 29

                            ARTICLE III
                            REDEMPTION ........... . . . . . . . . . . . 29

               SECTION 3.1.   Right of Redemption. . . . . . . . . . . . 29
               SECTION 3.2.   Notices to Trustee . . . . . . . . . . . . 31
               SECTION 3.3.   Selection of Securities to Be Redeemed . . 31
               SECTION 3.4.   Notice of Redemption . . . . . . . . . . . 32
               SECTION 3.5.   Effect of Notice of Redemption . . . . . . 33
               SECTION 3.6.   Deposit of Redemption Price. . . . . . . . 33
               SECTION 3.7.   Securities Redeemed in Part. . . . . . . . 34



                            ARTICLE IV
                            COVENANTS........... . . . . . . . . . . . . 34

               SECTION 4.1.   Payment of Securities. . . . . . . . . . . 34
               SECTION 4.2.   Maintenance of Office or Agency. . . . . . 34
               SECTION 4.3.   Limitation on Restricted Payments. . . . . 35
               SECTION 4.4.   Corporate and Limited Liability Company
                              Existence. . . . . . . . . . . . . . . . . 36
               SECTION 4.5.   Payment of Taxes and Other Claims. . . . . 36
               SECTION 4.6.   Compliance Certificate; Notice of Default. 37
               SECTION 4.7.   Reports. . . . . . . . . . . . . . . . . . 37
               SECTION 4.8.   Limitation on Status as Investment Company 38
               SECTION 4.9.   Limitation on Transactions with Affiliates.38
               SECTION 4.10.  Limitation on Indebtedness and Disqualified
                              Capital Stock. . . . . . . . . . . .. .  . 39
               SECTION 4.11.  Limitation on Liens. . . . . . . . . . . . 39
               SECTION 4.12.  Limitation on Sale of Assets . . . . . . . 39
               SECTION 4.13.  Covenants with Respect to the Manager. . . 39
               SECTION 4.14.  Limitation on Activities of the Issuers. . 40
               SECTION 4.15.  Acceptance of Remaining Excess Cash Purchase
                              Offers and Offers Other than Change of Control 
                              Offers... . . .  . . . . . . . . . . . . . 41
               SECTION 4.16.  Acceptance of Change of Control Offers . . 41
               SECTION 4.17.  Waiver of Stay, Extension or Usury Laws. . 42
               SECTION 4.18.  Limitation on Merger, Sale or Consolidation42
               SECTION 4.19.  Limitation on Use of Proceeds. . . . . . . 42
               SECTION 4.20.  Covenants with Respect to Interest Reserve
                   Account . . . . . . . . . . . . . . . . . . . . . . . 42

                                 ARTICLE V
                            EVENTS OF DEFAULT AND REMEDIES . . . . . . . 43

               SECTION 5.1.   Events of Default. . . . . . . . . . . . . 43
               SECTION 5.2.   Acceleration of Maturity Date; Rescission and
                              Annulment. . . . . . . . . . . . . . . . . 44
               SECTION 5.3.   Collection of Indebtedness and Suits for
                              Enforcement by Trustee .. . . . . . . . . .45
               SECTION 5.4.   Trustee May File Proofs of Claim . . . . . 46
               SECTION 5.5.   Trustee May Enforce Claims Without Possession
                              of Securities . . . . . . . . . . . . . .  47
               SECTION 5.6.   Priorities . . . . . . . . . . . . . . . . 47
               SECTION 5.7.   Limitation on Suits. . . . . . . . . . . . 48
               SECTION 5.8.   Unconditional Right of Holders to Receive
                              Principal, Premium and Interest. . . . . . 48
               SECTION 5.9.   Rights and Remedies Cumulative . . . . . . 48
               SECTION 5.10.  Delay or Omission Not Waiver . . . . . . . 49
               SECTION 5.11.  Control by Holders . . . . . . . . . . . . 49
               SECTION 5.12.  Waiver of Past Default . . . . . . . . . . 49
               SECTION 5.13.  Undertaking for Costs. . . . . . . . . . . 50
               SECTION 5.14.  Restoration of Rights and Remedies . . . . 50


                                      ARTICLE VI
                                       TRUSTEE . . . . . . . . . . . . . 50

               SECTION 6.1.    Duties of Trustee . . . . . . . . . . . . 50
               SECTION 6.2.    Rights of Trustee . . . . . . . . . . . . 51
               SECTION 6.3.    Individual Rights of Trustee. . . . . . . 52
               SECTION 6.4.    Trustee's Disclaimer. . . . . . . . . . . 53
               SECTION 6.5.    Notice of Default . . . . . . . . . . . . 53
               SECTION 6.6.    Reports by Trustee to Holders . . . . . . 53
               SECTION 6.7.    Compensation and Indemnity. . . . . . . . 54
               SECTION 6.8.    Replacement of Trustee. . . . . . . . . . 55
               SECTION 6.9.    Successor Trustee by Merger, Etc. . . . . 56
               SECTION 6.10.   Eligibility; Disqualification.. . . . . . 56
               SECTION 6.11.   Preferential Collection of Claims Against
                               Issuers. . . . . . . . . . . .. . . . . . 56
   
                                ARTICLE VII
                       LEGAL DEFEASANCE AND COVENANT DEFEASANCE. . . . . 56

               SECTION 7.1.   Option to Effect Legal Defeasance or Covenant
                              Defeasance . . . . . . . . . . . . . . . . 56
               SECTION 7.2.   Legal Defeasance and Discharge . . . . . . 56
               SECTION 7.3.   Covenant Defeasance. . . . . . . . . . . . 57
               SECTION 7.4.   Conditions to Legal or Covenant Defeasance 57
               SECTION 7.5.   Deposited Cash and U.S. Government Obliga
                              Obligations to be Held in Trust; Other 
                              Miscellaneous Provisions. . . . . . . .. . 59
               SECTION 7.6.   Repayment to the Issuers . . . . . . . . . 59
               SECTION 7.7.   Reinstatement. . . . . . . . . . . . . . . 60

                                ARTICLE VIII
                        AMENDMENTS, SUPPLEMENTS AND WAIVERS. . . . . . . 60

               SECTION 8.1.   Supplemental Indentures Without Consent of
                              Holders. . . . . . . . . . . . . . . . . . 60
               SECTION 8.2.   Amendments, Supplemental Indentures and Waivers
                              with Consent of Holders . . . . . . . . . .61
               SECTION 8.3.   Compliance with TIA. . . . . . . . . . . . 62
               SECTION 8.4.   Revocation and Effect of Consents. . . . . 62
               SECTION 8.5    Notation on or Exchange of Securities. . . 63
               SECTION 8.6.   Trustee to Sign Amendments, Etc. . . . . . 63

                                    ARTICLE IX
                             RIGHT TO REQUIRE REPURCHASE . . . . . . . . 64

               SECTION 9.1.   Repurchase of Securities at Option of the
                              Holder Upon a Change of Control . . .  . . 64


                                      ARTICLE X
                                       SECURITY. . . . . . . . . . . . . 66

               SECTION 10.1.   Security Interest . . . . . . . . . . . . 66
               SECTION 10.2.   Recording; Opinions of Counsel. . . . . . 66
               SECTION 10.3.   Interest Reserve Account. . . . . . . . . 67
               SECTION 10.4.   Certain Releases of Note Collateral . . . 68
               SECTION 10.5.   Payment of Expenses . . . . . . . . . . . 68
               SECTION 10.6.   Suits to Protect the Note Collateral. . . 68
               SECTION 10.7.   Trustee's Duties. . . . . . . . . . . . . 68

                                      ARTICLE XI
                                    MISCELLANEOUS. . . . . . . . . . . . 69
       
               SECTION 11.1.   TIA Controls. . . . . . . . . . . . . . . 69
               SECTION 11.2.   Notices . . . . . . . . . . . . . . . . . 69
               SECTION 11.3.   Communications by Holders with Other Holders
                               . . . . . . . . . . . . . . . . . . . . . 70
               SECTION 11.4.   Certificate and Opinion as to Conditions
                               Precedent. . . . . . . . .. . . . . . . . 70
               SECTION 11.5.   Statements Required in Certificate or  
                               Opinion. . . . . . . . . . . . . . . . . .71
               SECTION 11.6.   Rules by Trustee, Paying Agent, Registrar 71
               SECTION 11.7.   Non-Business Days . . . . . . . . . . . . 71
               SECTION 11.8.   Governing Law . . . . . . . . . . . . . . 72
               SECTION 11.9.   No Adverse Interpretation of Other 
                               Agreements. . . . . . . . . . . . . . . . 72
               SECTION 11.10.  No Recourse against Others. . . . . . . . 72
               SECTION 11.11.  Successors. . . . . . . . . . . . . . . . 72
               SECTION 11.12.  Duplicate Originals . . . . . . . . . . . 73
               SECTION 11.13.  Severability. . . . . . . . . . . . . . . 73
               SECTION 11.14.  Table of Contents, Headings, Etc. . . . . 73

               SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . 74
               Exhibit A . . . . . . . . . . . . . . . . . . . . . . . .A-1
     
     INDENTURE, dated as of March 17, 1999, by and among
Waterford Gaming, L.L.C., a Delaware limited liability company
("the Company"), and Waterford Gaming Finance Corp., a Delaware
corporation ("Finance" and, together with Gaming, the "Issuers")
and State Street Bank and Trust Company, as Trustee.

     Each party hereto agrees as follows for the benefit of
each other party and for the equal and ratable benefit of the
Holders of the Issuers' 9-1/2% Senior Notes due 2010:


                            ARTICLE I

            DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.1.  Definitions.

          "Acceleration Notice" shall have the meaning specified in
Section 5.2.
               
          "Acquisition" means the purchase or other acquisition of any
person or substantially all the assets of any person by any other
person, whether by purchase, stock purchase, merger, consolidation,
or other transfer, and whether or not for consideration.

          "Affiliate" means any person directly or indirectly control
ling or controlled by or under direct or indirect common control
with such person.  For purposes of this definition, the term
"control" means the power to direct the management and policies of
a person, directly or through one or more intermediaries, whether
through the ownership of voting securities, by contract, or
otherwise, provided, however, that with respect to ownership
interests in the Company a Beneficial Owner of 10% or more of the
total voting power normally entitled to vote in the election of
directors, managers or trustees, as applicable, shall for such
purposes be deemed to constitute control. 

          "Affiliate Transaction" shall have the meaning specified in
Section 4.9.

          "Agent" means any authenticating agent, Registrar, Paying
Agent or transfer agent.

          "Asset Sale" shall have the meaning specified in Section 4.12.

          "Authority" means the Mohegan Tribal Gaming Authority.

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

          "Beneficial Owner" or "beneficial owner" for the purposes of
the definition of Change of Control has the meaning attributed to
it in Rules l3d-3 and l3d-5 under the Exchange Act (as in effect on
the Issue Date), whether or not applicable, except that a "person"
shall be deemed to have "beneficial ownership" of all shares that
any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time. 

          "Board of Directors", "Board of Managers" or "Board" means,
with respect to any Person, the Board of Directors or Board of
Managers of such Person or any committee of the Board of Directors
or Board of Managers of such Person authorized, with respect to any
particular matter, to exercise the power of the Board of Directors
or Board of Managers of such Person.

          "Board Resolution" means, with respect to any Person, a duly
adopted resolution of the Board of Directors or the Board of
Managers of such Person.

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New
York, New York are authorized or obligated by law or executive
order to close.

          "Buy Out Notice" has the meaning set forth in Section 4.03 of
the Partnership Agreement.

          "Capital Stock" means, with respect to any corporation, any
and all shares, interests, rights to purchase (other than convertible 
or exchangeable Indebtedness), warrants, options, participations or other
equivalents of or interests (however designated) in stock issued by that 
corporation. 

          "Capitalized Lease Obligation" means rental obligations under
a lease that are required to be capitalized for financial reporting
purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligations shall be the capitalized amount of
such obligations, as determined in accordance with GAAP.

          "Cash" or "cash" means such coin or currency of the United
States of America as at the time of payment shall be legal tender
for the payment of public and private debts.

          "Cash Equivalents" means (a) United States dollars, (b)
securities issued or directly and fully guaranteed or insured by
the United States government or any agency or instrumentality
thereof having maturities of not more than six months from the date
of acquisition, (c) 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 commercial 
bank having capital and surplus in excess of $300.0 million,
(d) repurchase obligations with a term of not more than seven days
for underlying securities of the types described in clauses (b) and
(c) entered into with any financial institution meeting the
qualifications specified in clause (c) above, (e) commercial paper
rated A-I or the equivalent thereof by Moody's Investors Service,
Inc. or Standard & Poor's Ratings Group and in each case maturing
within one year after the date of acquisition and (f) investment
funds investing solely in securities of the types described in
clauses (b) - (e) above.

          "Change of Control" means any event, the result of which is
that Len Wolman and Mark Wolman and their Permitted Assignees cease
in the aggregate to "beneficially own," directly or indirectly, at
least 40% of the total voting power in the aggregate of the Company.

          "Change of Control Offer" shall have the meaning specified in
Section 9.1.

          "Change of Control Offer Period" shall have the meaning specified
in Section 9.1.

          "Change of Control Purchase Date" shall have the meaning specified
in Section 9.1.

          "Change of Control Purchase Price" shall have the meaning specified
in Section 9.1.

          "Closing" has the meaning set forth in Section 4.03 of the 
Partnership Agreement.

          "Company" means Waterford Gaming, L.L.C.

          "Company Excess Cash" means at any date of determination all cash 
and Cash Equivalents of the Company (exclusive of any funds set aside for the
purchase of additional Mohegan Notes, in accordance herewith, including, 
without limitation, Section 4.3) less the balance in the Interest Reserve 
Account less any Group Flow-Through Payment less the Company Reserve Amount
plus any interest accrued on the Interest Reserve Account, plus any amounts
calculated to be released contemporaneously with any related redemption of 
the Securities from the Interest Reserve Account that would be available as 
Company Excess Cash; provided, however, if the principal amount of Securities
then outstanding, together with accrued and unpaid interest thereon, is less 
than $2.0 million, then the Company shall treat all cash and Cash Equivalents
of the Company as Company Excess Cash (other than the Estimated Tax Reserve 
Amount).

          "Company Reserve Amount" shall be an amount determined by the
Company not to exceed $2.0 million plus the Estimated Tax Reserve Amount.
                                                                 
          "Completion" means the opening of a substantial portion of the
casino portion of the expansion of the Mohegan Sun, including all necessary 
gaming equipment, for gaming purposes on a twenty-four hours a day seven days
a week basis.

          "Completion Guarantee Mohegan Notes" refers to the completion
guarantee subordinated notes of the Authority which mature on November 15, 
2003.

          "Consolidation" means, with respect to the Company, the
consolidation of the accounts of Finance with those of the Company, all in 
accordance with GAAP.  The term "consolidated" has a correlative meaning to 
the foregoing.

          "Consolidated Coverage Ratio" means, with respect to the Company, on 
any date of determination (the "Transaction Date") means the ratio, on a pro 
forma basis, of (a) the aggregate amount of Consolidated EBITDA of the Company
attributable to continuing operations and businesses (exclusive of amounts 
attributable to operations and businesses permanently discontinued or disposed
of) for the Reference Period to (b) the aggregate Consolidated Fixed Charges 
of the Company (exclusive of amounts attributable to
operations and businesses permanently discontinued or disposed of,
but only to the extent that the obligations giving rise to such
Consolidated Fixed Charges would no longer be obligations contributing
to the Company's Consolidated Fixed Charges subsequent to the
Transaction Date) during the Reference Period; provided, that for
purposes of such calculation, (i) transactions giving rise to the
need to calculate the Consolidated Coverage Ratio shall be assumed
to have occurred on the first day of the Reference Period, (ii) the
incurrence of any Indebtedness or issuance of any Disqualified
Capital Stock or the retirement of any Indebtedness during the
Reference Period or subsequent to the Reference Period and on or
prior to the Transaction Date (and the application of the proceeds
therefrom to the extent used to refinance or retire other Indebted
ness) shall be assumed to have occurred on the first date of the
Reference Period, and (iii) the Consolidated Fixed Charges of the
Company attributable to interest on any Indebtedness or dividends
or distributions on any Disqualified Capital Stock bearing a floating 
interest (or dividend or other distribution) rate shall be computed on
a pro forma basis as if the rate on the Transaction Date had been the 
applicable rate for the entire period.

          "Consolidated EBITDA" means, with respect to the Company, for
any period, the Consolidated Net Income of the Company for such
period adjusted to add thereto (to the extent deducted from net
revenues in determining Consolidated Net Income), without duplication,
the sum of (a) Consolidated income tax expense, (b) Consolidated depreciation
and amortization expense, and (c) Consolidated Fixed Charges and less the 
amount of all cash payments made by such Person or any of its Subsidiaries 
during such period to the extent such payments relate to non-cash charges 
that were added back in determining Consolidated EBITDA for such period or 
any prior period.

          "Consolidated Fixed Charges" means, with respect to the Company for
any period, the aggregate amount (without duplication and determined in each 
case in accordance with GAAP) of (a) interest expensed or capitalized, paid, 
accrued, or scheduled to be paid or accrued of the Company and Finance during
such period, including (i) original issue discount and non-cash interest
payments or accruals on any Indebtedness, (ii) the interest portion of all 
deferred payment obligations, and (iii) all commissions,
discounts and other fees and charges owed with respect to bankers'
acceptances and letters of credit financings, in each case to the
extent attributable to such period, but excluding any premium paid
on the Securities redeemed or repurchased and (b) the amount of
dividends or other distributions accrued or payable (or guaranteed)
by the Company.  For purposes of this definition, interest expense
attributable to any Indebtedness represented by the guaranty by the
Company or Finance of an obligation of another Person shall be
deemed to be the interest expense attributable to the Indebtedness
guaranteed.

          "Consolidated Net Income" means, with respect to the Company
for any period, the net income (or loss) of the Company and Finance
(determined on a consolidated basis in accordance with GAAP) for such period,
adjusted to exclude (only to the extent included in computing such net income 
(or loss) and without duplication) all gains (but not losses) which are either
extraordinary (as determined in accordance with GAAP) or are either unusual 
or nonrecurring (including any gain from the sale or other disposition of
assets outside the ordinary course of business, including any Mohegan Note 
Transfer or from the issuance or sale of any Capital Stock).

          "Covenant Defeasance" shall have the meaning specified in 
Section 7.3.

          "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Law.

          "Default" means any event or condition that is, or after
notice or passage of time or both would be, an Event of Default.

          "Defaulted Interest" shall have the meaning specified in
Section 2.12.

          "Definitive Securities" means Securities that are in the form
of the Security attached hereto as Exhibit A that do not include
the information called for by footnotes 1 and 3 thereof.

          "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in global form, the person specified in
Section 2.3 as the Depositary with respect to the Securities, until
a successor shall have been appointed and become such pursuant to
the applicable provision of this Indenture, and, thereafter,
"Depositary" shall mean or include such successor.

          "Development Services Agreement" means the Development
Services Agreement, dated February 7, 1999, by and between the Authority 
and the Manager.

          "Disqualified Capital Stock" means with respect to any person,
Equity Interests of such person that, by its terms or by the terms of any 
security into which it is then convertible, exercisable or exchangeable, is,
or upon the happening of an event or the passage of time would be, required 
to be redeemed or repurchased (including at the option of the holder thereof)
by such person or any of its Subsidiaries, in whole or in part, on or prior 
to the Stated Maturity of the Securities.

          "DTC" shall have the meaning specified in Section 2.3.

          "Equity Interest" of any Person means any shares, limited liability
company interests, limited partnership interests or other interests, 
participations or other equivalents (however designated) in such Person's 
equity, and shall in any event include any Capital Stock issued by, or 
partnership interests in, such Person.

          "Estimated Tax Reserve Account" means, with respect to any
redemption of Securities, an amount reasonably estimated by the Company and 
confirmed by a nationally recognized firm of independent public accountants 
to be necessary to pay the next Permitted Quarterly Tax Distribution to be 
made, taking into account anticipated revenues prior to the date of such 
distribution.

          "Estimation Period" means the period for which a partner who
is an individual is required to estimate for federal income tax purposes such 
individual's allocation of taxable income from a calendar year partnership in 
connection with determining such individual's estimated federal income tax 
liability for such period.

          "Event of Default" shall have the meaning specified in Section 5.1.

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the SEC thereunder.

          "Finance" means Waterford Gaming Finance Corp.

          "GAAP" means United States 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
or in such other statements by such other entity as approved by a significant
segment of the accounting profession, as in effect on the Issue Date.

          "Gaming Facility Development and Construction Agreement" means
the Amended and Restated Gaming Facility Development and Construction 
Agreement, dated as of September 1, 1995, by and between the Mohegan Tribe and 
the Manager.

          "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 
Mohegan Tribe or the Authority.

          "Global Security" means a Security that contains the paragraph
referred to in footnote 1 and the additional schedule referred to in footnote
3 to the form of Security attached hereto as Exhibit A.

          "Government Securities" means the securities purchased by the
Company upon consummation of the Offering and deposited in the Interest 
Reserve Account and in which the Trustee has a first priority perfected 
security interest which are comprised of (a) direct obligations of the United
States of America for the timely payment of which its full faith and credit 
is pledged or (b) obligations of a Person controlled or supervised by and 
acting as an agency or instrumentality of the United States of America the
timely payment of which is unconditionally guaranteed as a full faith and 
credit obligation by the United States of America, which, in either case, 
are not callable or redeemable at the option of the issuer thereof, and shall
also include a depository receipt issued by a bank (as defined in Section 
3(a)(2) of the Securities Act), as custodian with respect to any such 
Government Security or a specific payment of principle of or interest on any
such Government Security held by such custodian for the account of the holder
of such depository receipt; provided, that (except as required by law) such 
custodian is not authorized to make any deduction from the amount payable to 
the holder of such depository receipt from any amount received by the
custodian in respect of the Government Security or the specific payment of 
principal of or interest on the Government Security evidenced by such 
depository receipt.

          "Group Flow-Through Payment" means the payment or Investment
of any amount by the Company to or in any third party in connection
with the conduct of the business of the Company substantially
concurrent with funds received by the Company as a capital contribution 
from Waterford Group solely for such purpose for which Waterford Group
receives no consideration other than Qualified Capital Stock.

          "Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Registrar's books.

          "Hotel/Resort Facility Development and Construction Agreement"
means the Hotel/Resort Facility Development and Construction
Agreement, dated as of July 28, 1994, by and between the Mohegan
Tribe and the Manager.

          "Hotel/Resort Management Agreement" means the Hotel/Resort
Management Agreement, dated July 28, 1994, by and between the
Mohegan Tribe and the Manager.

          "Indebtedness"  of any person means, without duplication, (a)
all liabilities and obligations, contingent or otherwise, of any
such person, (i) in respect of borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such person
or only to a portion thereof), (ii) evidenced by bonds, notes,
debentures or similar instruments, (iii) representing the balance
deferred and unpaid of the purchase price of any property or
services, except those incurred in the ordinary course of its
business that would constitute ordinarily a trade payable to trade
creditors, (iv) evidenced by bankers' acceptances or similar
instruments issued or accepted by banks, (v) relating to any
Capitalized Lease Obligation, or (vi) evidenced by a letter of
credit or a reimbursement obligation of such person with respect to
any letter of credit; (b) all liabilities and obligations of others
of the kind described in the preceding clause (a) that such person
has guaranteed or that is otherwise its legal liability or which
are secured by any assets or property of such person and all
obligations to purchase, redeem or acquire any Equity Interests;
(c) any and all deferrals, renewals, extensions, refinancing and
refunds (whether direct or indirect) of, or amendments, modifications 
or supplements to, any liability of the kind described in any
of the preceding clauses (a) or (b), or this clause (c), whether or
not between or among the same parties; and (d) all Disqualified
Capital Stock of such person.

          "Indenture" means this Indenture, as amended or supplemented
from time to time in accordance with the terms hereof.

          "Information Agent" means MacKenzie Partners, Inc.

          "Initial Purchasers" means Bear, Stearns & Co. Inc., Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney
Inc.

          "Interest Payment Date" means the stated due date of an
installment of interest on the Securities.

          "Interest Reserve Account" means the account to be maintained
by the Securities Intermediary and pledged to the Trustee under the
Security and Control Agreement.

          "Investment"  by any person in any other person means (without
duplication) (a) the acquisition (whether by purchase, merger,
consolidation or otherwise) by such person (whether for cash,
property, services, securities or otherwise) of Capital Stock,
bonds, notes, debentures, partnership or other ownership interests
or other securities, including any options or warrants, of such
other person or any agreement to make any such acquisition; (b) the
making by such person of any deposit with, or advance, loan or
other extension of credit to, such other person (including the
purchase of property from another person subject to an understand
ing or agreement, contingent or otherwise, to resell such property
to such other person) or any commitment to make any such advance,
loan or extension (but excluding accounts receivable or deposits
arising in the ordinary course of business); (c) the entering into
by such person of any guarantee of, or other credit support or
contingent obligation with respect to, Indebtedness or other
liability of such other person; and (d) the making of any capital
contribution by such person to such other person.

          "Investment Grade Securities" means any Investment in
(a) marketable direct obligations issued or unconditionally
guaranteed by the United States government or issued by any agency
thereof and backed by the full faith and credit of the United
States, in each case maturing within five years from the date of
acquisition thereof, (b) marketable direct obligations issued by
any state of the United States of America maturing within one year
from the date of acquisition thereof and, at the time of acquisition,
having one of the two highest ratings obtainable from both Standard & Poor's
Corporation and Moody's Investors Service, Inc., (c) commercial paper maturing
no more than one year from the date of creation thereof and, at the time of 
acquisition, having one of the two highest ratings obtainable from both 
Standard & Poor's Corporation and Moody's Investors Service, Inc., (d) 
certificates of deposit maturing within two years from the date hereof 
issued by, or bank accounts maintained with, commercial banks organized
under the laws of the United States of America or any state thereof
or the District of Columbia, each having combined capital and
surplus of not less than $500 million and having a rating of "A1"
or better from Standard & Poor's Corporation or "P1" or better from
Moody's Investors Service, Inc., (e)  bonds issued by corporations
organized under the laws of the United States or any state thereof,
maturing within two years from the date hereof and having a rating
of "BBB-" or better by Standard & Poor's Corporation or "Baa3" or
better by Moody's Investors Service, Inc. or (f) money market funds
organized under the laws of the United States or any state thereof
that invest solely in any of the types of investments permitted
under this definition; provided that any such Investment Grade
Securities which are purchased with a portion of the net proceeds
from the sale of the Securities are deposited in the Interest
Reserve Account and the Trustee has a first priority perfected
security interest in such Investment Grade Securities.

          "IRA Required Balance" means U.S. legal tender, Investment
Grade Securities and Government Securities or a combination
thereof, in an amount equal to the interest due on the outstanding
Securities (after giving effect to any redemption to be made in
connection with such calculation) on the following two Interest
Payment Dates unless only one Interest Payment Date remains, in
which case, on the following Interest Payment Date.

          "Issue Date" means the date of first issuance of the Securities 
under the Indenture.

          "Issuers" means each of the parties named as such in this
Indenture.

          "Legal Defeasance" shall have the meaning specified in Section
7.2.

          "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other
encumbrance upon or with respect to any property of any kind, real
or personal, movable or immovable, now owned or hereafter acquired.

          "Management Agreement" means the Amended and Restated Gaming
Facility Management Agreement, dated August 30, 1995, by and
between the Mohegan Tribe and the Manager.

          "Manager" means Trading Cove Associates, a Connecticut general
partnership.

          "Maturity Date" means, when used with respect to any Security,
the date specified on such Security as the fixed date on which the
final installment of principal of such Security is due and payable
(in the absence of any acceleration thereof pursuant to the
provisions of this Indenture regarding acceleration of Indebtedness
or any Change of Control Offer).

          "Mohegan Note Transfer" shall have the meaning specified in
Section 4.3.

          "Mohegan Note Transfer Proceeds" means the net proceeds of the
Mohegan Note Transfer (including any distribution from the Manager
in respect of deferred interest on the Mohegan Notes and any cash
interest (excluding additional amounts under the Omnibus Agreement)
paid on the Mohegan Notes.

          "Mohegan Notes" refers to all 15% subordinated notes of the
Authority which mature November 15, 2003 and the Completion Guarantee 
Mohegan Notes.

          "Mohegan Sun" means the Mohegan Sun Casino.

          "Mohegan Tribe" means the Mohegan Tribe of Indians of Connecticut.

          "Note Collateral" means all assets to be held in the Interest
Reserve Account, in which the Trustee will have a first priority
security interest under the Security and Control Agreement.

          "Note Purchase Agreement" means the Note Purchase Agreement,
dated as of September 29, 1995, by and between the Authority and
Sun International.

          "Notice of Default" shall have the meaning specified in
Section 5.1(d).

          "Offering" means the offering of the Securities by the
Issuers.

          "Offering Memorandum" means the offering memorandum, dated
March 10, 1999, relating to the Securities.
 
          "Officer" means, with respect to the Issuers, the
Chief Executive Officer, the President, any Executive or Senior Vice
President, the Chief Financial Officer, the Treasurer, the Controller or
the Secretary.

          "Officers' Certificate" means, with respect to the Issuers, a
certificate signed by two Officers or by an Officer and an
Assistant Secretary of both of the Issuers, and otherwise complying
with the requirements of Sections 11.4 and 11.5, and delivered to
the Trustee or an Agent, as applicable.

          "Old Notes" means the Issuers' 12-3/4% Senior Notes due 2003.

          "Omnibus Agreement" means the Amended and Restated Omnibus
Financing Agreement, dated as of September 10, 1997, by and between
the Manager, the Company and Sun International, as amended through
the Issue Date.

          "Omnibus Termination Agreement" means the Omnibus Termination
Agreement, dated as of March 18, 1999, by and between the Manager,
the Company, Sun Cove, Sun International and certain other parties
named therein.

          "Operative Documents" means, collectively, the Partnership
Agreement, the Omnibus Termination Agreement, the Note Purchase Agreement, 
the Mohegan Notes, the Management Agreement, the Relinquishment Agreement, 
the Security and Control Agreement, the Hotel/Resort Management Agreement, 
the Hotel/Resort Development and Construction Agreement, the Gaming Facility
Development and Construction Agreement and the Development Services Agreement.

          "Opinion of Counsel" means a written opinion from legal counsel who
is reasonably acceptable to the Trustee (which may include counsel to the 
Trustee or the Issuers including an employee of either of the Issuers) or an 
Agent, as applicable, complying with the requirements of Sections 11.4 and 
11.5, and delivered to the Trustee or an Agent, as applicable.

          "Partnership Agreement" means the Amended and Restated
Partnership Agreement of the Manager, dated as of September 21, 1994, by and 
among Sun Cove Ltd., RJH Development Corp., Slavik Suites, Inc., and LMW 
Investments, Inc., as amended through the Issue Date.

          "Paying Agent" shall have the meaning specified in Section
2.3.

          "Permitted Assignee" means (a) any immediate family member of
Len and Mark Wolman, the estate of Len or Mark Wolman and any heirs
upon distribution of such estate, and any partnership, trust or
similar entity controlled by Len or Mark Wolman exclusively for
their benefit and/or the benefit of their immediate family members
and (b) any charitable organization upon whose board of directors
or similar governing entity either Len or Mark Wolman serves.

          "Permitted Dividend" means a dividend made by the Company to
Waterford Group, following a Mohegan Note Transfer but in no event
prior to Completion, if (a) no Default or Event of Default shall
have occurred and be continuing at the time of, or would occur
after giving effect on a pro forma basis to, such dividend and (b)
on the date of such dividend (the "Dividend Date"), the Consolidated 
Coverage Ratio of the Company for the Reference Period immediately preceding 
the Dividend Date, after giving effect on a pro forma basis to such dividend 
would be greater than or equal to 2.0 to 1.0 (in each case, the "Dividend 
Ratio"), in an amount not to exceed the amount as of such Dividend Date in 
the Interest Reserve Account in excess of the IRA Required Balance, provided,
however, that the sum of all Permitted Dividends shall not exceed $15.0 
million.


          "Permitted Investment" means any Investment in Cash Equivalents or,
prior to December 31, 1999, Mohegan Notes which the Company is obligated as 
of the date hereof to purchase, not in excess of $2.5 million original 
principal amount (plus accrued and unpaid interest and amounts due from the 
Manager under the Omnibus Agreement).

          "Permitted Lien" means:

          (a)  Liens imposed by governmental authorities for taxes,
assessments or other charges not yet subject to penalty or which
are being contested in good faith and by appropriate proceedings,
if adequate reserves with respect thereto are maintained on the
books of the Manager or the Issuers, as the case may be, in accordance
with GAAP;

          (b)  statutory Liens of carriers, warehousemen, mechanics,
materialmen, landlords, repairmen or other like Liens arising by
operation of law in the ordinary course of business; provided, that
(i) the underlying obligations are not overdue for a period of more
than 30 days, or (ii) such Liens are being contested in good faith
and by appropriate proceedings and adequate reserves with respect
thereto are maintained on the books of the Manager or the Issuers,
as the case may be, in accordance with GAAP;

          (c)  Liens securing the performance of bids, trade contracts
(other than borrowed money), leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business;

          (d)  easements, rights-of-way, zoning, similar restrictions
and other similar encumbrances or title defects which, singly or in
the aggregate, do not in any case materially detract from the value
of the property, subject thereto (as such property is used by the
Manager or the Issuers, as the case may be,) or interfere with the
ordinary conduct of the business of the Manager or the Issuers, as
the case may be;

          (e)  Liens arising by operation of law in connection with
judgments, only to the extent, for an amount and for a period not
resulting in an Event of Default with respect thereto;

          (f)  pledges or deposits made in the ordinary course of business
in connection with workers' compensation, unemployment insurance and other 
types of social security legislation; 

          (g)  leases or subleases granted to other persons in the
ordinary course of business not materially interfering with the
conduct of the business of the Manager or the Issuers, as the case
may be, or materially detracting from the value of the relative
assets of the Manager or the Issuers, as the case may be; and

          (h)  Liens arising from precautionary Uniform Commercial Code
financing statement filings regarding operating leases entered into
by the Manager or the Issuers, as the case may be, in the ordinary
course of business.

          "Permitted Quarterly Tax Distributions" means quarterly 
distributions of Tax Amounts determined on the basis of the estimated
taxable income of the Company, for the related Estimation Period,
as determined by the Tax Amounts CPA in a statement filed with the
Trustee; provided, however, that (a) prior to any distributions of
Tax Amounts, the Company shall deliver an Officers' Certificate
stating that the Company qualifies as a partnership or substantially 
similar pass-through entity for federal income tax purposes and
(b) at the time of such distributions, the most recent audited
financial statements of the Company reflect that the Company was
treated as a partnership or substantially similar pass-through
entity for federal income tax purposes for the period covered by
such financial statements.

          "Person" or "person" means any corporation, individual, 
partnership, trust, unincorporated association, or a government or any
agency or political subdivision thereof.

          "Property" or "property" means any right or interest in or to
property or assets of any kind whatsoever, whether real, personal
or mixed and whether tangible or intangible.

          "Purchase Agreement" means the Purchase Agreement, dated March
10, 1999, by and among the Issuers and the Initial Purchasers.

          "Qualified Capital Stock" means any Equity Interests of any
person that is not Disqualified Capital Stock.

          "Quarterly Payment Period" means the period commencing on the
tenth day and ending on and including the twentieth day of each
month in which federal individual estimated tax payments are due
(provided that payments in respect of estimated state income taxes
due in January may instead, at the option of the Company, be paid
during the last five days of the immediately preceding December).

          "Record Date" means a Record Date specified in the Securities
whether or not such Record Date is a Business Day.

          "Redemption Date," when used with respect to any Security to
be redeemed, means the date fixed for such redemption pursuant to
Article III of this Indenture and Paragraphs 5, 6 and 7 in the form
of Security attached hereto as Exhibit A. 

          "Redemption Price," when used with respect to any Security to
be redeemed, means the redemption price for such redemption
pursuant to Paragraphs 5, 6 or 7 in the form of Security attached
hereto as Exhibit A, which shall not include, in each case, accrued
and unpaid interest to the Redemption Date.
                    
          "Reference Period" with regard to any Person means the two
full fiscal quarters ended immediately preceding any date upon
which any determination is to be made pursuant to the terms of the
Securities or this Indenture.

          "Registrar" shall have the meaning specified in Section 2.3.

          "Relinquishment Agreement" means the Relinquishment Agreement,
dated as of February 7, 1998, by and between the Authority and the
Manager.

          "Required IRA True-Up Payment" means a payment by the Company
using 100% of Company Excess Cash to the Securities Intermediary in
an amount sufficient to permit the Securities Intermediary to
purchase assets for deposit in or credit to the Interest Reserve
Account,  such that, all assets in the Interest Reserve Account
meet or exceed the IRA Required Balance plus, following a Mohegan
Note Transfer, $15.0 million, less any Permitted Dividend.

          "Remaining Excess Cash Purchase Offers" has the meaning set
forth in Section 5.21 of the Note Purchase Agreement.

           "Required Redemption" shall have the meaning specific
Section 3.1(a).     

          "Restricted Payment" means, with respect to any person, (a)
the declaration or payment of any dividend or other distribution in
respect of Equity Interests of such person or any parent of such
person, (b) any payment on account of the purchase, redemption or
other acquisition or retirement for value of Equity Interests of
such person or any Affiliate or parent of such person, (c) any
purchase, redemption, or other acquisition or retirement for value
of, any payment in respect of any amendment of the terms of or any
defeasance of, any Indebtedness, directly or indirectly, by such
person or a parent prior to the scheduled maturity, any scheduled
repayment of principal, or scheduled sinking fund payment, as the
case may be, of such Indebtedness, other than mandatory or optional
redemption of the Securities or pursuant to a Change of Control
Offer or defeasance thereof as provided herein and (d) other than
a Permitted Investment, any Investment by such person; provided,
however, that the term "Restricted Payment" does not include any
dividend, distribution or other payment on or with respect to
Equity Interests of an Issuer to the extent payable solely in
shares of Qualified Capital Stock of such Issuer.

          "SEC" means the Securities and Exchange Commission.

          "Securities" means the 9-1/2% Senior Notes due 2010, as 
supplemented from time to time in accordance with the terms hereof,
issued under this Indenture on the Issue Date.

          "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the SEC promulgated thereunder.

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

          "Securities Intermediary" means State Street Bank and Trust
Company, in that capacity under the Security and Control Agreement.

          "Security and Control Agreement" means the Security and
Control Agreement, dated the date hereof, by and among the
Securities Intermediary, the Trustee and the Issuers.

          "Securityholder" or "Holder" means the Person in whose name a
Security is registered on the Registrar's books.

          "Special Record Date" for payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 2.12.

          "Stated Maturity," when used with respect to any Security,
means March 15, 2010.

          "Subsidiary,"  with respect to any person, means (a) a
corporation a majority of whose Capital Stock with voting power,
under ordinary circumstances, to elect directors is at the time,
directly or indirectly, owned by such person, by such person and
one or more Subsidiaries of such person or by one or more Subsidiaries
of such person, (b) any other person (other than a corporation or 
partnership) in which such person, one or more Subsidiaries
of such person, or such person and one or more Subsidiaries of such
person, directly or indirectly, at the date of determination
thereof has at least majority ownership interest, (c) a partnership
in which such person or a Subsidiary of such person is, at the
time, a general partner, or (d) any other person in which such
person holds in interest, which interest which would cause such
other person to be consolidated under GAAP.

          "Sun Cove" means Sun Cove Limited, a corporation incorporated
under the laws of the State of Connecticut and a 100% controlled
Affiliate of Sun International.

          "Sun International" means Sun International Hotels Limited, a
corporation incorporated under the laws of the Commonwealth of The
Bahamas, together with its Affiliates.

          "Tax Amounts" with respect to any taxable period shall not
exceed an amount equal to (a) the product of (i) the taxable income
of the Company for such period as determined by the Tax Amounts CPA
and (ii) the Tax Percentage reduced by (b) to the extent not previously 
taken into account, any income tax benefit attributable to the Company 
which could be realized (without regard to the actual realization) by 
its members in the current or any prior taxable year, or portion thereof, 
commencing on or after the Issue Date (including any tax losses or tax 
credits), computed at the applicable Tax Percentage for the year that such 
benefit is taken into account for purposes of this computation.  

          "Tax Amounts CPA" means a nationally recognized certified
public accounting firm.

          "Tax Percentage" means, for a particular taxable year, the
highest effective marginal combined rate of federal and state
income tax, imposed on an individual taxpayer, as certified by the
Tax Amounts CPA in a certificate filed with the Trustee.  The rate
of "state income tax" to be taken into account for purposes of
determining the Tax Percentage for a particular taxable year shall
be deemed to be the higher of (a) the highest Connecticut income
tax rate imposed on individuals for such year or (b) the sum of (i)
the highest Michigan income tax rate imposed on individuals for
such year and (ii) the Michigan intangibles tax rate.

          "Tender Offer" means the tender offer and consent solicitation
with respect to the Old Notes commenced by the Issuers on February
24, 1999.

          "TIA" means the Trust Indenture Act of 1939, as amended (15
U.S. Code 77aaa-77bbbb), as in effect on the date of the execution of this
Indenture; except as otherwise provided in Section 8.3.

          "Transfer Restricted Securities" means Securities that bear or
are required to bear the legend set forth in Section 2.6 hereof.

          "True-up Amount" means, in respect of a particular taxable
year, an amount determined by the Tax Amounts CPA equal to the difference 
between (a) the aggregate Permitted Quarterly Tax Distributions actually 
distributed in respect of such taxable year and (b) the aggregate amount 
permitted to be distributed in respect of such year as determined by 
reference to the Company's Internal Revenue Service Form 1065 filed for such 
year; provided, however, that if there is a filing of an amended Internal 
Revenue Service Form 1065 for the Company for a particular taxable year or 
any adjustment by the Internal Revenue Service with respect to the Company's 
Internal Revenue Service Form 1065 for a particular taxable year that is
subsequently finalized by a final settlement between the Company and the 
Internal Revenue Service or a judgment by a court having jurisdiction over 
the relevant matters ("Adjustment Event"), clause (a) will mean the aggregate
Permitted Quarterly Tax Distributions as adjusted by the aggregate True-up 
Amounts actually distributed in respect of such taxable year and clause (b) 
will mean the aggregate amount permitted to be distributed in respect of such
year as determined by reference to the Company's Internal Revenue Service 
Form 1065 for such taxable year, as adjusted to take into account the results
of the Adjustment Event.  For purposes of this Indenture, the amount equal to
the excess, if any, of the amount described in clause (a) above over the amount
described in clause (b) above shall be referred to as the "True-up Amount due 
to the Company" and the excess, if any, of the amount described in clause
(b) over the amount described in clause (a) shall be referred to as the 
"True-up Amount due to the members."

          "True-up Determination Date" means the date on which the Tax
Amounts CPA delivers a statement to the Trustee indicating the True-up 
Amount.

          "True-up Payment Period" means, in respect of any immediately
preceding taxable year of the Company, the later of (a) the period
commencing on the tenth day and ending on and including the
twentieth day of April or (b) the period commencing on the tenth
day following the True-up Determination Date and ending on and
including the twentieth day following the True-up Determination
Date.

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

          "Trust Officer" means any officer within the corporate trust
administration division (or any successor group) of the Trustee or
any other officer of the Trustee customarily performing functions
similar to those performed by the Persons who at that time shall be
such officers, and also means, with respect to a particular corporate trust 
matter, any other officer of the Trustee to whom such trust matter is 
referred because of such officer's knowledge of and familiarity with the 
particular subject.

          "U.S. Government Obligations" means direct non-callable obligations 
of, or noncallable obligations guaranteed by, the United States of America 
for the payment of which obligation or guarantee the full faith and credit of
the United States of America is pledged.

          "Waterford Group" means Waterford Group, L.L.C., the parent of the 
Company.

          SECTION 1.2.  Incorporation by Reference of TIA.

          Whenever this Indenture refers to a provision of the TIA, such
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:

          "Commission" means the SEC.

          "indenture securities" means the Securities.

          "indenture securityholder" means a Holder or a Securityholder.

          "indenture to be qualified" means this Indenture.

          "indenture Trustee" or "institutional Trustee" means the Trustee.

          "obligor" on the indenture securities means the Issuers and any other
obligor on the Securities.

          All other TIA terms used in this Indenture that are defined by the 
TIA, defined by TIA reference to another statute or defined by SEC rule and 
not otherwise defined herein have the meanings assigned to them thereby.

          SECTION 1.3.  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 words in
the plural include the singular;

          (e)  provisions apply to successive events and transactions;

          (f)  "herein," "hereof" and other words of similar import
refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision; and

          (g)  references to Sections or Articles means reference to
such Section or Article in this Indenture, unless stated otherwise.


                            ARTICLE II

                          THE SECURITIES

          SECTION 2.1.  Form and Dating.

          The Securities and the Trustee's certificate of authentication, 
in respect thereof, shall be substantially in the form of Exhibit A hereto, 
which Exhibit is part of this Indenture.  The Securities may have notations, 
legends or endorsements required by law, stock exchange rule or usage or the 
terms hereof.  The Issuers shall approve the form of the Securities and any 
notation, legend or endorsement on them.  Any such notations, legends or 
endorsements not contained in the form of Security attached as Exhibit A
hereto shall be delivered in writing to the Trustee.  Each Security shall be 
dated the date of its authentication.

          The terms and provisions contained in the form of Securities
shall constitute, and are hereby expressly made, a part of this Indenture 
and, to the extent applicable, the Issuers 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 Security
conflicts with the express provisions of this Indenture, the provisions of this
Indenture shall govern and be controlling. 

          SECTION 2.2.  Execution and Authentication.

          Two Officers shall sign, or one Officer shall sign and one Officer 
shall attest to, the Security for the Issuers by manual or facsimile signature.

          If an Officer whose signature is on a Security was an Officer
at the time of such execution but no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless 
and the Issuers shall nevertheless be bound by the terms of the Securities 
and this Indenture.

          A Security shall not be valid until an authorized signatory of
the Trustee manually signs the certificate of authentication on the Security 
but such signature shall be conclusive evidence that the Security has been 
authenticated pursuant to the terms of this Indenture.

          The Trustee shall authenticate or cause to be authenticated the 
Securities for original issue in the aggregate principal amount of up to 
$125,000,000 upon a written order of the Issuers in the form of an Officers' 
Certificate.  The Officers' Certificate shall specify the amount of Securities
to be authenticated and the date on which the Securities are to be 
authenticated.  The aggregate principal amount of Securities outstanding at any
time may not exceed $125,000,000, except as provided in Section 2.7.  Upon the
written order of the Issuers in the form of an Officers' Certificate, the 
Trustee shall authenticate Securities in substitution of Securities 
originally issued to reflect any name change of either of the Issuers.

          The Trustee may appoint an authenticating agent acceptable to
the Issuers to authenticate Securities.  Unless otherwise provided in the 
appointment, an authenticating agent may authenticate Securities 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 the Issuers, any Affiliate of the 
Issuers, or any Subsidiaries of the Issuers.

          Securities shall be issuable only in fully registered form, without
coupons, in denominations of $1,000 and integral multiples thereof.

          SECTION 2.3.  Registrar and Paying Agent.

          The Issuers shall maintain an office or agency in the Borough of 
Manhattan, the City and State of New York, where Securities may be presented 
for registration of transfer or exchange ("Registrar") and an office or agency
of the Issuers in the Borough of Manhattan, the City and State of New York, 
where Securities may be presented for payment ("Paying Agent") and where 
notices and demands to or upon the Issuers in respect of the Securities may 
be served.  The Issuers may act as Registrar or Paying Agent, except that for
the purposes of Articles III, VII and IX and as otherwise specified in this 
Indenture none of the Issuers or any Affiliate of either the Company or 
Finance shall act as Paying Agent.  The Registrar shall keep a register of 
the Securities and of their transfer and exchange.  The Issuers may have one 
or more co-Registrars and one or more additional Paying Agents.  The term 
"Registrar" includes any co-registrar and the term "Paying Agent" includes 
any additional Paying Agent.  The Issuers hereby initially appoint the 
Trustee as Registrar and Paying Agent, and by its signature hereto, the
Trustee hereby agrees so to act.  The Issuers may at any time change any 
Paying Agent or Registrar without notice to any Holder. 

          The Issuers shall enter into an appropriate written agency agreement
with any Agent (including the Paying Agent) not a party to this Indenture, 
which agreement shall implement the provisions of this Indenture that relate 
to such Agent, and shall furnish a copy of each such agreement to the Trustee.
The Issuers shall promptly notify the Trustee in writing of the name and 
address of any such Agent.  If the Issuers fail to maintain a Registrar or
Paying Agent, the Trustee shall act as such. 

          The Issuers initially appoint The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Securities.

          The Issuers initially appoint the Registrar to act as
Securities Custodian with respect to the Global Securities.

          Upon the occurrence of an Event of Default described in Section 
5.1(e) or (f), the Trustee shall, or upon the occurrence of any other Event 
of Default by notice to the Issuers, the Registrar and the Paying Agent, the 
Trustee may, assume the duties and obligations of the Registrar and the Paying
Agent hereunder.

          The Trustee is authorized to enter into a letter of representation 
with DTC in the form provided to the Trustee by the Issuers and to act in 
accordance with such letter. 

          SECTION 2.4.  Paying Agent to Hold Assets in Trust.

          The Issuers shall require each Paying Agent other than the Trustee 
to agree in writing that such Paying Agent shall hold in trust for the benefit
of Holders or the Trustee all assets held by the Paying Agent for the payment 
of principal of, premium, or interest on, the Securities (whether such assets 
have been distributed to it by the Issuers or any other obligor on the 
Securities), and shall notify the Trustee in writing of any Default in making
any such payment.  If either of the Issuers acts as Paying Agent, it shall 
segregate such assets and hold them as a separate trust fund for the benefit
of the Holders or the Trustee.  The Issuers at any time may require a Paying 
Agent to distribute all assets held by it to the Trustee and account for any 
assets disbursed and the Trustee may at any time during the continuance of
any payment Default or any Event of Default, upon written request to a Paying
Agent, require such Paying Agent to distribute all assets held by it to the 
Trustee and to account for any assets distributed.  Upon distribution to the 
Trustee of all assets that shall have been delivered by the Issuers to the 
Paying Agent, the Paying Agent (if other than either of the Issuers) shall 
have no further liability for such assets.

          SECTION 2.5.  Securityholder 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 Holders and shall otherwise comply with TIA 312(a).  If the Trustee is 
not the Registrar, the Issuers shall furnish to the Trustee on or before the 
third Business Day preceding each Interest Payment Date and at such other 
times as the Trustee or any such Paying Agent may request in writing a list 
in such form and as of such date as the Trustee reasonably may require
of the names and addresses of Holders and the Issuers shall otherwise comply 
with TIA 312(a).

          SECTION 2.6.  Transfer and Exchange.

          (a)  Transfer and Exchange of Definitive Securities.  When
Definitive Securities are presented to the Registrar with a
request:

               (i)   to register the transfer of such Definitive
Securities; or

               (ii)  to exchange such Definitive Securities for an equal
principal amount of Definitive Securities of other authorized
denominations, the Registrar shall register the transfer or make the exchange 
as requested if its reasonable requirements for such transaction are
met; provided, however, that the Definitive Securities surrendered
for registration of transfer or exchange:

                    (1)  shall be duly endorsed or accompanied by a
written instrument of transfer in form reasonably satisfactory to
the Issuers and the Registrar duly executed by the Holder thereof
or his attorney duly authorized in writing; and

                    (2)  in the case of Definitive Securities that are
Transfer Restricted Securities, such request shall be accompanied
by the following additional information and documents, as applicable:

                    (A)  if such Transfer Restricted Securities are
being delivered to the Registrar by a Holder for registration in
the name of such Holder, without transfer, a certification from
such Holder to that effect (in substantially the form set forth on
the reverse of the Security); or 

                    (B)  if such Transfer Restricted Security is
being transferred to a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act), which, in the case of a
dealer, owns and invests on a discretionary basis at least $25.0
million of securities of issuers that are not affiliated with the
dealer, in accordance with Rule 144A under the Securities Act, a
certification to that effect (in substantially the form set forth
on the reverse of the Security); or

                    (C)  if such Transfer Restricted Security is
being transferred (i) pursuant to an exemption from registration in
accordance with Rule 144 under the Securities Act, or (ii) pursuant
to an effective registration statement under the Securities Act, or
(iii) in reliance on another exemption from the registration
requirements of the Securities Act, a certification to that effect
(in substantially the form set forth on the reverse of the
Security) and if the Issuers or the Registrar so request, a customary 
opinion of counsel reasonably acceptable to the Issuers and to
the Registrar to the effect that such transfer is in compliance
with the Securities Act.

     (b)  Restrictions on Transfer of a Definitive Security for a
Beneficial Interest in a Global Security.  A Definitive Security
may not be exchanged for a beneficial interest in a Global Security
except upon satisfaction of the requirements set forth below.  Upon
receipt by the Registrar of a Definitive Security, duly endorsed or
accompanied by appropriate instruments of transfer, in form satisfactory 
to the Registrar, together with:

          (i)  if such Definitive Security is a Transfer Restricted
Security, certification, substantially in the form set forth on the
reverse of the Security, that such Definitive Security is being
transferred to a "qualified institutional buyer" (as defined in
Rule 144A under the Securities Act), which, in the case of a
dealer, owns and invests on a discretionary basis at least $25.0
million of securities of issuers that are not affiliated with the
dealer, in accordance with Rule 144A under the Securities Act; and

          (ii)  whether or not such Definitive Security is a
Transfer Restricted Security, written instructions of the Holder
directing the Registrar to make, or to direct the Securities
Custodian to make, an endorsement on the Global Security to reflect
an increase in the aggregate principal amount of the Securities
represented by the Global Security,

then the Registrar shall cancel such Definitive Security and cause,
or direct the Securities Custodian to cause, in accordance with the
standing instructions and procedures existing between the Depositary 
and the Securities Custodian, the aggregate principal amount
of Securities represented by the Global Security to be increased
accordingly.  If no Global Securities are then outstanding, the
Issuers shall issue and the Trustee shall authenticate a new Global
Security in the appropriate principal amount.

     (c)  Transfer and Exchange of Global Securities.  The transfer
and exchange of Global Securities or beneficial interests therein
shall be effected through the Depositary, in accordance with this
Indenture (including applicable restrictions on transfer set forth
herein, if any) and the procedures of the Depositary therefor which
shall include restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. 

     (d)  Transfer of a Beneficial Interest in a Global Security
for a Definitive Security.

          (i)  Any Person having a beneficial interest in a Global
Security may upon request exchange such beneficial interest for a
Definitive Security.  Upon receipt by the Registrar of written
instructions or such other form of instructions as is customary for
the Depositary from the Depositary or its nominee on behalf of any
Person having a beneficial interest in a Global Security and upon
receipt by the Registrar of a written order or such other form of
instructions as is customary for the Depositary or the Person
designated by the Depositary as having such a beneficial interest
in a Transfer Restricted Security only, the following additional
information and documents (all of which may be submitted by facsimile):

               (1)  if such beneficial interest is being transferred 
to the Person designated by the Depositary as being the beneficial owner, 
a certification from such person to that effect (in substantially the form 
set forth on the reverse of the Security); or

               (2)  if such beneficial interest is being transferred to 
a "qualified institutional buyer" (as defined in Rule 144A under the 
Securities Act), which, in the case of a dealer, owns and invests on a 
discretionary basis at least $25.0 million of securities of issuers that 
are not affiliated with the dealer, in accordance with Rule 144A under the 
Securities Act a certification to that effect from the transferor (in 
substantially the form set forth on the reverse of the Security); or

               (3)  if such beneficial interest is being transferred 
(i) pursuant to an exemption from registration in accordance with Rule 
144 under the Securities Act, or (ii) pursuant to an effective registration 
statement under the Securities Act, or (iii) in reliance on another exemption
from the registration requirements of the Securities Act, a certification to 
that effect from the transferee or transferor (in substantially the form set 
forth on the reverse of the Security) and if the Issuers or the Registrar so
requests, a customary opinion of counsel from the transferee or transferor 
reasonably acceptable to the Issuers and to the Registrar to the effect that 
such transfer is in compliance with the Securities Act; then the Registrar or
the Securities Custodian, at the direction of the Trustee, will cause, in 
accordance with the standing instructions and procedures existing between the
Depositary and the Securities Custodian, the aggregate principal amount of 
the Global Security to be reduced and, following such reduction, the Issuers
will execute and, upon receipt of an authentication order in the form of an 
Officers' Certificate, the Trustee or the Trustee's authenticating agent will
authenticate and deliver to the transferee, a Definitive Security.

          (ii)  Definitive Securities issued in exchange for a beneficial 
interest in a Global Security pursuant to this Section 2.6(d) shall be 
registered in such names and in such authorized denominations as the 
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Registrar.  The Registrar shall deliver such
Definitive Securities to the persons in whose names such Securities are so 
registered.

     (e)  Restrictions on Transfer and Exchange of Global Securities.  
Notwithstanding any other provisions of this Indenture (other than the 
provisions set forth in subsection (f) of this Section 2.6), a Global 
Security may not be transferred as a whole except 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.

     (f)  Authentication of Definitive Securities in Absence of Depositary.  
If at any time:

          (i)  the Depositary for the Securities notifies the
Issuers that the Depositary is unwilling, unable or ineligible to
continue as Depositary for the Global Securities and a successor
Depositary for the Global Securities is not appointed by the
Issuers within 90 days after delivery of such notice; or 

          (ii)  the Issuers, in their sole discretion, notify the
Trustee and the Registrar in writing that they elect to cause the
issuance of Definitive Securities under this Indenture,
then the Issuers will execute, and the Trustee, upon receipt of an
Officers' Certificate requesting the authentication and delivery of
Definitive Securities, will, or its authenticating agent will,
authenticate and deliver Definitive Securities, in an aggregate
principal amount equal to the principal amount of the Global
Securities, in exchange for such Global Securities.

     (g)  Cancellation and/or Adjustment of Global Security.  At
such time as all beneficial interests in a Global Security have
either been exchanged for Definitive Securities, redeemed,
repurchased or cancelled, such Global Security shall be returned to
or retained and cancelled by the Trustee.  At any time prior to
such cancellation, if any beneficial interest in a Global Security
is exchanged for Definitive Securities, redeemed, repurchased or
cancelled, the principal amount of Securities represented by such
Global Security shall be reduced and an endorsement shall be made
on such Global Security, by the Trustee or the Securities Custodian,
at the direction of the Trustee, to reflect such reduction.

     (h)  Legends.

          (i)  Except as permitted by the following paragraph (ii),
each Security certificate evidencing the Global Securities and the
Definitive Securities (and all Securities issued in exchange
therefor or substitution thereof) shall bear a legend in substantially 
the following form:

              "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S.
               SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
               AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE
               UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF,
               U.S. PERSONS EXCEPT AS SET FORTH BELOW.  BY ITS ACQUISITION
               HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A
               "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A
               UNDER THE SECURITIES ACT) WHICH, IN THE CASE OF A DEALER,
               OWNS AND INVESTS ON A DISCRETIONARY BASIS AT LEAST $25.0
               MILLION OF SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED
               WITH THE DEALER, (2) AGREES THAT IT WILL NOT WITHIN TWO
               YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL
               OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
               COMPANY, FINANCE OR ANY SUBSIDIARY THEREOF, (B) INSIDE
               THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER
               WHICH, IN THE CASE OF A DEALER, OWNS AND INVESTS ON A
               DISCRETIONARY BASIS AT LEAST $25.0 MILLION OF SECURITIES
               OF ISSUERS THAT ARE NOT AFFILIATED WITH THE DEALER, IN
               COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
               INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED
               INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7)
               UNDER THE SECURITIES ACT) WHICH, IN THE CASE OF A DEALER,
               OWNS AND INVESTS ON A DISCRETIONARY BASIS, AT LEAST $25.0
               MILLION OF SECURITIES THAT ARE NOT AFFILIATED WITH THE
               DEALER AND IN THE CASE OF ALL OTHER INSTITUTIONAL
               ACCREDITED INVESTORS, AT LEAST $5.0 MILLION, THAT, PRIOR
               TO SUCH TRANSFER, FURNISHES (OR HAS FURNISHED ON ITS
               BEHALF BY A U.S. BROKER-DEALER) TO THE TRUSTEE A SIGNED
               LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
               RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY
               (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE
               TRUSTEE FOR THIS SECURITY), (D) PURSUANT TO THE EXEMPTION
               FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES 
               ACT (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3)
               AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
               SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
               EFFECT OF THIS LEGEND.  IN CONNECTION WITH ANY TRANSFER
               OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL
               ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS
               AN INSTITUTIONAL ACCREDITED INVESTOR, THE HOLDER MUST,
               PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE, THE
               COMPANY AND FINANCE SUCH CERTIFICATIONS, LEGAL OPINIONS
               OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY
               REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
               PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
               SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES 
               ACT."

                    (ii)  Upon any sale or transfer of a Transfer Restricted
Security (including any Transfer Restricted Security represented by
a Global Security) pursuant to Rule 144 under the Securities Act or
an effective registration statement under the Securities Act:

                         (1)  in the case of any Transfer Restricted Security
that is a Definitive Security, the Registrar shall permit the Holder thereof 
to exchange such transfer Restricted Security for a Definitive Security that 
does not bear the legend set forth above and rescind any restriction on the 
transfer of such Transfer Restricted Security, in the case of a sale or 
transfer pursuant to Rule 144 under the Securities Act after delivery of a 
customary opinion of counsel; and

                         (2)  any such Transfer Restricted Security represented
by a Global Security shall not be subject to the provisions set forth in (i) 
above (such sales or transfers being subject only to the provisions of Section 
2.6(c) hereof); provided, however, that with respect to any request for an 
exchange of a Transfer Restricted Security that is represented by a Global 
Security for a Definitive Security that does not bear a legend, which request
is made in reliance upon Rule 144 under the Securities Act, the Holder
thereof shall certify in writing (to be accompanied by a customary opinion of
counsel) to the Registrar that such request is being made pursuant to Rule 
144 under the Securities Act (such certification to be substantially in the 
form set forth on the reverse of the Security).

                    (iii)  In addition, each Security shall bear a legend in
substantially the following form:

              "THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT
               UNDER SECTION 1273 OF THE INTERNAL REVENUE CODE.  YOU MAY
               CONTACT ALAN ANGEL, THE CHIEF FINANCIAL OFFICER OF THE
               COMPANY AT 914 HARTFORD TURNPIKE, WATERFORD, CONNECTICUT
               06385, TELEPHONE NUMBER (860) 442-4559, WHO WILL PROVIDE
               YOU WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL
               ISSUE DISCOUNT."
 
     (i)  Obligations with respect to Transfers and Exchanges of
Securities.

          (i)  To permit registrations of transfers and exchanges,
the Issuers shall execute and the Trustee or any authenticating
agent of the Trustee shall authenticate Definitive Securities and
Global Securities at the Registrar's request.  

          (ii)  No service charge shall be made to a Holder for any
registration of transfer or exchange, but the Issuers may require
payment of a sum sufficient to cover any transfer tax, assessment,
or similar governmental charge payable in connection therewith
(other than any such transfer taxes, assessments, or similar governmental 
charge payable upon exchanges or transfers pursuant to Section 2.2 
(fourth paragraph), 2.10, 3.7, 8.5, or 9.1 (final paragraph).

          (iii)  The Registrar shall not be required to register
the transfer of or exchange (1) any Security selected for redemption 
in whole or in part pursuant to Article III, except the unredeemed portion 
of any Security being redeemed in part, or (2) any Security for a period 
beginning 15 Business Days before the mailing of a notice of an offer to 
repurchase pursuant to Article IX hereof or a notice of redemption of 
Securities pursuant to Article III hereof and ending at the close of 
business on the day of such mailing.

          (iv)  Prior to due presentment for registration or transfer 
of any Security, the Trustee, any Agent and the Issuers may deem and treat
the Person in whose name the Security is registered as the absolute owner of 
such Security, and none of the Trustee, Agent or the Issuers shall be affected
by notice to the contrary.

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

     (j)  Any purported transfer in violation of the transfer restrictions 
set forth in the Security and  herein which shall require either of the Issuers
to be required to register as an "investment company" (as the term is defined 
in the Investment Company Act of 1940, as amended) shall be void ab initio.    

     SECTION 2.7.  Replacement Securities. 

     If a mutilated Security is surrendered to the Trustee or if the Holder 
of a Security claims and submits an affidavit or other evidence, satisfactory
to the Trustee to the effect that the Security has been lost, destroyed or 
wrongfully taken, the Issuers shall issue and the Trustee or any authenticating
agent of the Trustee shall authenticate a replacement Security if the Trustee's
requirements are met.  If required by the Trustee or the Issuers, such Holder 
must provide an indemnity bond or other indemnity, sufficient in the judgment 
of the Issuers and the Trustee, to protect the Issuers, the Trustee or any 
Agent from any loss which any of them may suffer if a Security is replaced.  
The Issuers may require the payment of a sum sufficient to cover any transfer
tax, assessment or similar governmental charge that may be imposed in
relation to the issuance of any new Security and charge such Holder for its 
reasonable, out-of-pocket expenses in replacing a Security. 

     Every replacement Security is an additional obligation of the Issuers.

     SECTION 2.8.  Outstanding Securities.

     Securities outstanding at any time are all the Securities that
have been authenticated by the Trustee (including any Security represented by
a Global Security)  except those cancelled by it, those delivered to it for 
cancellation, those reductions in the interest in a Global Security effected 
by the Trustee hereunder and those described in this Section 2.8 as not 
outstanding.  A Security does not cease to be outstanding because the Issuers
or an Affiliate of either of the Issuers holds the Security, except as provided
in Section 2.9.

     If a Security is replaced pursuant to Section 2.7 (other than a 
mutilated Security surrendered for replacement), it ceases to be outstanding 
unless the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.  A mutilated Security ceases to be 
outstanding upon surrender of such Security and replacement thereof pursuant 
to Section 2.7.

     If on a Redemption Date or the Maturity Date the Paying Agent (other 
than the Issuers or an Affiliate of either of the Issuers) holds Cash or U.S.
Government Obligations sufficient to pay all of the principal and interest 
and premium, if any, due on the Securities payable on that date and payment 
of the Securities called for redemption is not otherwise prohibited, then on
and after that date such Securities cease to be outstanding and interest on 
them ceases to accrue.

     SECTION 2.9.  Treasury Securities. 

     In determining whether the Holders of the required principal amount of 
Securities have concurred in any direction, amendment, supplement, waiver or 
consent, Securities owned by the Issuers or Affiliates of either of the 
Issuers shall be disregarded, except that, for the purposes of determining 
whether the Trustee shall be protected in relying on any such direction, 
amendment, supplement, waiver or consent, only Securities that a Trust Officer
of the Trustee knows are so owned shall be disregarded.

     SECTION 2.10.  Temporary Securities.

     Until permanent Securities are ready for delivery, the Issuers may 
prepare and the Trustee shall authenticate temporary Securities.  Temporary 
Securities shall be substantially in the form of permanent Securities but may
have variations that the Issuers reasonably and in good faith consider 
appropriate for temporary Securities.  Without unreasonable delay, the 
Issuers shall prepare and the Trustee shall authenticate permanent Securities 
in exchange for temporary Securities.  Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits
under this Indenture as permanent Securities authenticated and delivered 
hereunder.

     SECTION 2.11.  Cancellation.

     The Issuers at any time may deliver Securities to the Trustee for 
cancellation.  The Registrar and the Paying Agent shall forward to the 
Trustee any Securities surrendered to it or them (as applicable) for 
registration of transfer, exchange or payment.  The Trustee or, at the 
direction of the Trustee, the Registrar or the Paying Agent (other than the 
Issuers or an Affiliate of either of the Issuers), and no one else shall 
cancel and, at the written direction of the Issuers, shall dispose of all 
Securities surren dered for transfer, exchange, payment or cancellation.  
Subject to Section 2.7, the Issuers may not issue new Securities to replace
Securities that have been paid or delivered to the Trustee for cancellation.
No Securities shall be authenticated in lieu of or in exchange for any 
Securities cancelled as provided in this Section 2.11, except as expressly 
permitted in the form of Securities and as permitted by this Indenture.

     SECTION 2.12.  Defaulted Interest.

     Any interest on any Security which is payable, but is not punctually 
paid or duly provided for, on any Interest Payment Date plus, to the extent 
lawful, any interest payable on the defaulted interest (herein called 
"Defaulted Interest") shall forthwith cease to be payable to the registered 
holder on the relevant Record Date, and such Defaulted Interest may be paid 
by the Issuers, at their election in each case, as provided in clause (a) or 
(b) below: 

     (a)  The Issuers may elect to make payment of any Defaulted
Interest to the persons in whose names the Securities (or their
respective predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The
Issuers shall notify the Trustee in writing of the amount of Defaulted 
Interest proposed to be paid on each Security and the date
of the proposed payment, and at the same time the Issuers shall
deposit with the Trustee an amount of Cash equal to the aggregate
amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such
deposit prior to the date of the proposed payment, such Cash when
deposited to be held in trust for the benefit of the persons entitled 
to such Defaulted Interest as provided in this clause (a). 
Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15
days and not less than 10 days prior to the date of the proposed
payment and not less than 10 days after the receipt by the Trustee
of the notice of the proposed payment.  The Trustee shall promptly
notify the Issuers of such Special Record Date and, in the name and
at the expense of the Issuers, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor to be mailed, first-class postage prepaid, to each Holder
at his address as it appears in the Security register not less than
10 days prior to such Special Record Date.  Notice of the proposed
payment of such Defaulted Interest and the Special Record Date
therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the persons in whose names the Securities (or
their respective predecessor Securities) are registered on such
Special Record Date and shall no longer be payable pursuant to the
following clause (b).

     (b)  The Issuers may make payment of any Defaulted Interest in
any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities may be listed, and
upon such notice as may be required by such exchange, if, after
notice given by the Issuers to the Trustee of the proposed payment
pursuant to this clause, such manner shall be deemed practicable by
the Trustee.

     Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security
shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

     SECTION 2.13.  CUSIP Numbers.

     The Issuers in issuing the Securities 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 correction of such numbers either as printed on the 
Securities or as contained in any notice of a redemption and that reliance 
may be placed only on the other identification numbers printed on the 
Securities, and any such redemption shall not be affected by any defect
in or omission of such numbers.  The Issuers will promptly notify the
Trustee of any change the "CUSIP" numbers.


                           ARTICLE III

                            REDEMPTION

     SECTION 3.1.  Right of Redemption.

     Redemption of Securities, as permitted by any provision of this 
Indenture, shall be made in accordance with such provision and this 
Article III.  The Issuers shall be required to make a mandatory 
redemption on each March 15 and September 15, commencing September 15, 
1999, of Securities in the largest principal amount that is an integral 
multiple of $1,000, that may be redeemed using 100% of Company Excess Cash 
as of the preceding February 1 and August 1, respectively, less all Required 
IRA True-Up Payments and less any amount set aside for the payment of accrued
and unpaid interest on the Interest Payment Date which corresponds to the
Redemption Date for which the determination is being made, at the Redemption 
Prices specified in the form of Security attached as Exhibit A set forth 
therein in Paragraph 5 thereof (subject to the right of Holders of record on 
a Record Date to receive interest due on an Interest Payment Date that is on 
or prior to such Redemption Date) together with accrued and unpaid interest 
thereon to the Redemption Date and subject to the provisions set forth in 
Section 3.5.

     In the event that either the Company or Sun International shall deliver 
an election to either buy or sell the other party's interest in the Manager 
pursuant to a Buy Out Notice or be deemed to have delivered an election to 
sell such interest and such election to buy or sell is consummated, the 
Issuers shall be required to make a mandatory redemption of all the 
Securities then outstanding, at the Redemption Prices specified in the form 
of Security attached as Exhibit A set forth in Paragraph 5 thereof
(subject to the right of Holders of record on a Record Date to receive 
interest due on an Interest Payment Date that is on or prior to such 
Redemption Date) together with accrued and unpaid interest thereon to the 
Redemption Date and subject to the provisions set forth in Section 3.5.  
Such redemption shall be made on a date no more than 35 days after the date 
of the Closing under the option.  Notwithstanding the foregoing, neither a 
purchase by the Company of Sun Cove's partnership interest in the Manager 
which is fully funded with a Group Flow-Through Payment, nor, if the
option to buy such interest is transferred to Waterford Group, a purchase 
of such interest by Waterford Group or a subsidiary or parent of Waterford 
Group, shall trigger a mandatory redemption.

     Except as provided in the two preceding paragraphs of this
Section 3.1 and in the paragraph immediately following this
paragraph, the Issuers will not have the right to redeem any
Securities prior to March 15, 2004.  The Securities will be
redeemable for cash at the option of the Issuers, in whole or in
part, at any time on or after March 15, 2004, with all or a portion
of Company Excess Cash, less all Required IRA True-Up Payments as
of the date notice is given at the Redemption Prices specified in
the form of Security attached as Exhibit A set forth in Paragraph
6 thereof (subject to the right of Holders of record on a Record
Date to receive interest due on an Interest Payment Date that is on
or prior to such Redemption Date) together with accrued and unpaid
interest thereon to the Redemption Date and subject to the
provisions set forth in Section 3.5.

     Notwithstanding any other provisions of this Indenture, if any
Gaming Regulatory Authority requires that a Holder or beneficial
owner of the Securities must be licensed, qualified or found
suitable under any applicable gaming laws in order to maintain any
gaming license or franchise related to the Mohegan Sun 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 Company shall
have the right, at its option:

     (a)  to require such Holder or beneficial owner to dispose of
such Holder's or beneficial owner's Securities 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 

     (b)  to call for redemption of the Securities of such Holder
or beneficial owner (a "Required Redemption") at a redemption price
equal to (i) the principal amount thereof or, if required by such
Gaming Authority, the price at which such Holder or beneficial
owner acquired the Securities, if less than the principal amount
thereof, together with, in either case, accrued and unpaid interest
to the earlier of the date of redemption or the date of the finding
of unsuitability by such Gaming Regulatory Authority, which may be
less than 30 days following the notice of redemption if so ordered
by such Gaming Regulatory Authority or (ii) such other amount as
may be determined by such Gaming Regulatory Authority.

     In connection with any Required Redemption, and except as may
be required by a Gaming Regulatory Authority, the Company shall
comply with the procedures contained in this Indenture for
redemptions of the Securities.  The Company is not required to pay
or reimburse any Holder of the Securities or beneficial owner of
Securities 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 will, therefore, be the obligation of such Holder or
beneficial owner.

     SECTION 3.2.  Notices to Trustee.

     If the Issuers are required, or elect, to redeem Securities
pursuant to Paragraphs 5, 6 or 7 of the Securities, they shall
notify the Trustee in writing of the Redemption Date and the principal 
amount of Securities to be redeemed and whether they want the
Trustee to give notice of redemption to the Holders.  Such notice
to the Trustee shall describe in reasonable detail the circumstances 
requiring such redemption, and the Trustee shall not otherwise be deemed 
to have knowledge of such circumstances.

     If the Issuers elect to reduce the principal amount of Securities to be 
redeemed pursuant to Paragraphs 5, 6 or 7 of the Securities by crediting 
against any such redemption Securities they have not previously delivered to 
the Trustee for cancellation, they shall so notify the Trustee of the amount 
of the reduction and deliver such Securities with such notice.

     The Issuers shall give each notice to the Trustee provided for
in this Section 3.2 at least 45 days before the Redemption Date (unless 
a shorter notice shall be satisfactory to the Trustee).  Any such notice may 
be cancelled at any time prior to notice of such redemption being mailed to 
any Holder and shall thereby be void and of no effect.

     SECTION 3.3.  Selection of Securities to Be Redeemed.

     If less than all of the Securities are to be redeemed pursuant
to Paragraphs 5 or 6 thereof, the Trustee shall select the Securities or 
portions thereof for redemption on a pro rata basis, by lot or by such other 
method as the Trustee shall determine to be fair and appropriate; provided, 
however, that mandatory and optional redemptions from Company Excess Cash 
will be done as nearly as possible on a pro rata basis.

     The Trustee shall make the selection from the Securities outstanding and
not previously called for redemption and shall promptly notify the Issuers in
writing of the Securities selected for redemption and, in the case of any 
Security selected for partial redemption, the principal amount thereof to be 
redeemed. 

Securities in denominations of $1,000 may be redeemed only in whole.  The 
Trustee may select for redemption portions (equal to $1,000 or any integral 
multiple thereof) of the principal of Securities that have denominations larger
than $1,000.  Provisions of this Indenture that apply to Securities called for 
redemption also apply to portions of Securities called for redemption.

     SECTION 3.4.  Notice of Redemption.

     Except in the case of any Required Redemption, as otherwise required 
by any applicable Gaming Regulatory Authority, at least 30 days but not more 
than 60 days before a Redemption Date, the Issuers shall mail a notice of 
redemption by first class mail, postage prepaid, to the Trustee and each 
Holder whose Securities are to be redeemed to such Holder's last address as 
then shown on the registry books of the Registrar.  At the Issuers' request, 
upon at least 15 days' notice (unless a shorter notice shall be satisfactory 
to the Trustee), the Trustee shall give the notice of redemption in the 
Issuers' names and at the Issuers' expense.  Each notice for redemption shall
identify the Securities to be redeemed and shall state:

     (a)  the Redemption Date;

     (b)  the Redemption Price, including the amount of accrued and unpaid 
interest to be paid upon such redemption;

     (c)  the name, address and telephone number of the Paying Agent;

     (d)  that Securities called for redemption must be surrendered to the 
Paying Agent at the address specified in such notice to collect the Redemption
Price;

     (e)  that, unless the Issuers default in their obligation to deposit 
Cash or U.S. Government Obligations which through the scheduled payment of 
principal and interest in respect thereof in accordance with their terms will
provide Cash in an amount to fund the Redemption Price with the Paying Agent 
in accordance with Section 3.6 hereof or such redemption payment is otherwise 
prohibited, interest on Securities called for redemption ceases to accrue on
and after the Redemption Date and the only remaining right of the Holders of
such Securities is to receive payment of the Redemption Price, including 
accrued and unpaid interest to the Redemption Date, upon surrender to the 
Paying Agent of the Securities called for redemption and to be redeemed;

     (f)  if any Security is being redeemed in part, the portion of
the principal amount equal to $1,000 or any integral multiple
thereof, of such Security to be redeemed and that, after the Redemption 
Date, and upon surrender of such Security, a new Security or Securities 
in aggregate principal amount equal to the unredeemed portion thereof will be
issued;

     (g)  if less than all the Securities are to be redeemed, the 
identification of the particular Securities (or portion thereof) to be 
redeemed, as well as the aggregate principal amount of such Securities to be 
redeemed and the aggregate principal amount of Securities to be outstanding 
after such partial redemption; 

     (h)  the CUSIP number of the Securities to be redeemed; and

     (i)  that the notice is being sent pursuant to this Section
3.4 and pursuant to the mandatory or optional redemption provisions
of Paragraphs 5, 6 or 7, as applicable, of the Securities.

     SECTION 3.5.  Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section
3.4, Securities called for redemption become due and payable on the
Redemption Date and at the Redemption Price, including accrued and
unpaid interest to the Redemption Date.  Upon surrender to the
Trustee or, if the Trustee is no longer the paying agent, to the
Paying Agent, such Securities called for redemption shall be paid
at the Redemption Price, including interest accrued and unpaid to
the Redemption Date; provided that if the Redemption Date is on or
after a regular Record Date and on or prior to the Interest Payment
Date to which such Record Date relates, the accrued interest shall
be payable to the Holder of the redeemed Securities registered on
the relevant Record Date and no additional interest will be payable
to Holders of the redeemed Securities on the Redemption Date; and
provided, further, that if a Redemption Date is a non-Business Day,
payment shall be made on the next succeeding Business Day and no
interest shall accrue for the period from such Redemption Date to
such succeeding Business Day.

     SECTION 3.6.  Deposit of Redemption Price.

     On or prior to the Redemption Date, the Issuers shall deposit
with the Paying Agent (other than the Issuers or an Affiliate of
either of the Issuers) Cash or U.S. Government Obligations sufficient 
to pay the Redemption Price of, and accrued and unpaid interest on, 
all Securities to be redeemed on such Redemption Date (other than 
Securities or portions thereof called for redemption on that date 
that have been delivered by the Issuers to the Trustee for cancellation).  
The Paying Agent shall promptly return to the Issuers any Cash or U.S. 
Government Obligations so deposited which is not required for that purpose 
upon the written request of the Issuers.

     If the Issuers comply with the preceding paragraph and the
other provisions of this Article III and payment of the Securities
called for redemption is not otherwise prohibited, interest on the
Securities to be redeemed will cease to accrue on the applicable
Redemption Date, whether or not such Securities are presented for
payment.  Notwithstanding anything herein to the contrary, if any
Security surrendered for redemption in the manner provided in the
Securities shall not be so paid upon surrender for redemption
because of the failure of the Issuers to comply with the preceding
paragraph, interest shall continue to accrue and be paid from the
Redemption Date until such payment is made on the unpaid principal,
and, to the extent lawful, on any interest not paid on such unpaid
principal, in each case at the rate and in the manner provided in
Section 4.1 hereof and the Security.



     SECTION 3.7.  Securities Redeemed in Part.

     Upon surrender of a Security that is to be redeemed in part,
the Issuers shall execute, and the Trustee shall authenticate and
deliver to the Holder, without service charge to the Holder, a new
Security or Securities equal in principal amount to the unredeemed
portion of the Security surrendered.


                            ARTICLE IV

                            COVENANTS

     SECTION 4.1.  Payment of Securities.

     The Issuers shall pay the principal of and interest and
premium on the Securities on the dates and in the manner provided
herein and in the Securities.  An installment of principal of or
interest and premium, if applicable, on the Securities shall be
considered paid on the date it is due if the Trustee or Paying
Agent (other than the Issuers or an Affiliate of either of the
Issuers) holds for the benefit of the Holders, on or before 10:00
a.m. New York City time on that date, Cash deposited and designated
for and sufficient to pay the installment.

     The Issuers shall pay interest on overdue principal and on
overdue installments of interest at the rate specified in the
Securities compounded semi-annually, to the extent lawful.

     SECTION 4.2.  Maintenance of Office or Agency.

     The Issuers shall maintain in the Borough of Manhattan, The
City of New York, an office or agency where Securities may be
presented or surrendered for payment, where Securities may be
surrendered for registration of transfer or exchange and where
notices and demands to or upon the Issuers in respect of the
Securities and this Indenture may be served.  The Issuers 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 Issuers 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 address of the Trustee set forth in Section
11.2.

     The Issuers may also from time to time designate one or more
other offices or agencies where the Securities 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
designation or rescission shall in any manner relieve the Issuers
of their obligation to maintain an office or agency in the Borough
of Manhattan, The City of New York, for such purposes.  The Issuers
shall give prompt written notice to the Trustee of any such desig-
nation or rescission and of any change in the location of any such
other office or agency.  The Issuers hereby initially designate the
Trustee's agency at State Street Bank and Trust Company N.A., 61
Broadway, New York, New York 10006, Attention:  Corporate Trust
(Waterford Gaming, L.L.C./Waterford Gaming Finance Corp. 9-1/2% Senior
Notes due 2010) as such office.

     SECTION 4.3.  Limitation on Restricted Payments.

     The Issuers shall not, directly or indirectly, make any
Restricted Payment.

     The preceding paragraph, however, shall not prohibit (a) the
payment of Permitted Quarterly Tax Distributions to the members of
the Company as described below; (b) the dividend of $37.05 million
from the net proceeds of the Offering and cash on hand upon
consummation of the Offering to Waterford Group in accordance with
the "Use of Proceeds" section of the Offering Memorandum; or (c)
following all applicable Required IRA True-up Payments and provided
that no Default or Event of Default has occurred and is continuing,
(i) in the event the Company, in one or a series of related
transactions, conveys, sells, transfers, assigns, tenders for
redemption or otherwise disposes of, directly or indirectly, all of
the Mohegan Notes held by the Company to an entity which is not an
affiliate of the Company (a "Mohegan Note Transfer") and the
Company has complied with the terms of the Security and Control
Agreement with respect to the proceeds thereof, a dividend by the
Company to Waterford Group of the Mohegan Note Transfer Proceeds in
excess of $15.0 million; (ii) a Permitted Dividend; (iii) a Group
Flow-Through Payment; (iv) the purchase of the Old Notes pursuant
to the Tender Offer in accordance with the "Use of Proceeds"
section of the Offering Memorandum, provided that proceeds from the
Offering sufficient to effect such purchase are set aside for such
purchase; (v) Investments in the Manager to fund actual costs of
the Manager related to its role as developer of the expansion of
the Mohegan Sun provided that the amount of such Investment will
increase future distributions to the Company by the same amount by
offsetting costs of the Manager that would otherwise reduce cash
available for distributions to the Company; provided that the net
unreturned Investment under this clause (v) does not exceed $1.0
million outstanding at any one time; or (vi) return of capital to
Waterford Group from a return of capital from the Manager in
respect of a capital contribution of the type described in clause
(v) funded by a Group Flow-Through Payment from Waterford Group,
provided that no Investment under clause (v) remains outstanding
and that no Investment under this clause (vi) shall exceed the
corresponding Group Flow-Through Payment.

     For so long as the Company is a partnership or substantially
similar pass-through entity for federal income tax purposes, the
Company may make cash distributions to its members out of available
cash after payment of any accrued and unpaid interest on the
Securities (taking into account that interest on the Securities may
be paid from amounts in the Interest Reserve Account) during each
Quarterly Payment Period, in an aggregate amount not to exceed the
Permitted Quarterly Tax Distribution in respect of the related
Estimation Period.  If any portion of a Permitted Quarterly Tax
Distribution is not distributed during such Quarterly Payment
Period, the Permitted Quarterly Tax Distribution payable during the
immediately following Quarterly Payment Period shall be increased
by such undistributed portion.  If, for any particular taxable
year, the Company is treated as an entity that is "disregarded" as
an entity separate from its owner for federal income tax purposes,
then, for such particular taxable year, (a) all references to
"partnership or substantially similar pass-through entity" in
respect of the Company shall include an entity that is a "disregarded" 
entity for federal income tax purposes, (b) all references to 
"Internal Revenue Service Form 1065" in respect of the Company
shall mean a hypothetical Internal Revenue Service Form 1065 that
is to be prepared by the Tax Amounts CPA taking into account such
items of income, gain, deduction, loss, credits and similar items
("Company Tax Items") that would have been taken into account had
the Company been treated as a "partnership" rather than a "disregarded" 
entity, for federal income tax purposes, as such hypothetical Form 
1065 may be subsequently adjusted by an Adjustment Event with respect 
to the federal income tax return of the owner of the Company to the 
extent such Adjustment Event relates to Company Tax Items, and (c) the 
Tax Amount and the True-up Amount shall be determined as if the Company 
were treated as a "partnership," rather than a "disregarded" entity, for 
federal income tax purposes.

     Within 10 days following the Company's filing of Internal Revenue 
Service Form 1065 for the immediately preceding taxable year, the Tax Amounts
CPA shall file with the Trustee a written statement indicating in reasonable 
detail the calculation of the True-up Amount. In the case of a True-up Amount
due to the members, the Permitted Quarterly Tax Distribution payable during 
the immediately following Quarterly Payment Period out of available cash 
after payment of any accrued and unpaid interest on the Securities (taking 
into account that interest on the Securities may be paid from amounts in the 
Interest Reserve Account) shall be increased by such True-up Amount. If the 
available case is not sufficient to pay the Permitted Quarterly Tax 
Distribution payable during a Quarterly Payment Period, the amount unpaid 
shall be carried over and increase the Permitted Quarterly Tax Distribution
payable during the following Quarterly Payment Period.  In the case
of a True-up Amount due to the Company, the Permitted Quarterly Tax
Distribution payable during the immediately following Quarterly
Payment Period shall be reduced by such True-up Amount and the
excess, if any, of the True-up Amount over such Permitted Quarterly
Tax Distribution shall be applied to reduce the immediately following Permitted
Quarterly Tax Distributions until such True-up Amount is entirely offset.
 
     SECTION 4.4.  Corporate and Limited Liability Company Existence.

     Except as otherwise provided or permitted in this Indenture,
Finance and the Company shall do or cause to be done all things necessary 
to preserve and keep in full force and effect their respective corporate and 
limited liability company existence in accordance with the respective 
organizational documents of each of them (as the same may be amended from 
time to time) and the rights (charter and statutory) and corporate and limited
liability company franchises of the Issuers.

     SECTION 4.5.  Payment of Taxes and Other Claims.

     The Issuers shall pay, prior to delinquency, all material taxes, 
assessments, and governmental levies except (a) as contested in good faith 
by appropriate proceedings and with respect to which appropriate reserves 
have been taken to the extent required by GAAP or (b) where the failure to 
effect such payment is not adverse in any material respect to the Holders.

     SECTION 4.6.  Compliance Certificate; Notice of Default.

     (a)  The Issuers shall deliver to the Trustee within 120 days after the 
end of their fiscal year an Officers' Certificate complying with Section 
314(a)(4) of the TIA and stating that a review of their activities during 
the preceding fiscal year has been made under the supervision of the signing 
Officers and stating, as to each such Officer signing such certificate, to the
best of his or her knowledge, based on such review, whether or not the signer 
knows of any Event of Default or event which with notice or the passage of 
time would become an Event of Default which has occurred and is continuing.  
The Officers' Certificate shall also notify the Trustee should the relevant 
fiscal year end on any date other than the current fiscal year end date.

     (b)  The Issuers shall, so long as any of the Securities are 
outstanding, deliver to the Trustee, promptly upon becoming aware 
of any Default or Event of Default, an Officers' Certificate specifying such 
Default or Event of Default and what action the Issuers are taking or propose
to take with respect thereto; provided, however, that if the Manager is 
notified in writing of any default under the Management Agreement (regardless
of whether or not any due period has expired) the Company shall promptly 
notify the Holders directly of such event.  The Trustee shall not be deemed 
to have knowledge of any Default or any Event of Default unless one of
its Trust Officers receives written notice thereof from the Issuers or any of
the Holders.

     SECTION 4.7.  Reports.

     The Issuers shall take all actions necessary to remain, and shall take 
no actions which would preclude them from remaining subject to the reporting 
requirements of Section 13 or 15(d) of the Exchange Act, and each of the 
Issuers shall deliver to the Trustee, to each Holder and to prospective 
purchasers of Securities identified to the Issuers by an Initial Purchaser, 
within 15 days after it is required or allowed to file such with the SEC, 
annual and quarterly financial statements that were included in reports filed
with the SEC, including, with respect to annual information only, a report 
thereon by the Issuers' certified independent public accountants as such is 
required in such reports to the SEC, and, in each case, together with a 
management's discussion and analysis of financial condition and results of 
operations which is required.

     In the event that the Issuers are no longer subject to the reporting 
requirement of Section 13 or 15(d) of the Exchange Act, the Issuers shall use
their respective best efforts to continue to file with the SEC, and in the 
event the SEC will no longer accept filings by either of the Issuers, the 
Company shall furnish without cost to each Holder and file with the Trustee 
and provide to the Information Agent, (a) within 90 days after the end of 
each fiscal year of the Company, (i) audited year-end consolidated financial
statements of the Company (including a balance sheet, statement of operations
and statement of cash flows) prepared in accordance with GAAP and 
substantially in the form included in the Offering Memorandum, (ii) the 
information described in Item 303 of Regulation S-K under the Securities Act 
with respect to such period and (iii) all pro forma and historical financial 
information in respect of any significant transaction consummated more than 
75 days prior to the date such information is furnished (and any other 
transaction for which such information is available at such time) for the
time periods such financial information would be required in a filing on 
Form 10-K with the SEC at such time; and (b) within 60 days after the end of 
each of the first three fiscal quarters of each fiscal year of the Company, 
(i) unaudited quarterly consolidated financial statements (including a 
balance sheet, statement of operations and statement of cash flows) prepared 
in accordance with GAAP and substantially in the form included in the Offering
Memorandum, (ii) the information described in Item 303 of Regulation S-K under
the Securities Act with respect to such period and (iii) all pro forma and 
historical financial information in respect of any significant transaction 
consummated more than 75 days prior to the date such information is furnished
(and any other transaction for which such information is available at such 
time) to the extent not previously provided and for the time periods such
financial information would be required in filing on Form 8-K with the SEC 
at such time.

     SECTION 4.8.  Limitation on Status as Investment Company.

     Neither the Company nor Finance shall conduct its business in
a fashion that would cause it to be required to register as an "investment 
company" (as that term is defined in the Investment Company Act of 1940, as 
amended).

     SECTION 4.9.  Limitation on Transactions with Affiliates.

     The Company shall not permit the Manager on or after the Issue
Date to enter into or suffer to exist any contract, agreement, arrangement or
transaction with any Affiliate of the Company (an "Affiliate Transaction"), 
or any series of related Affiliate Transactions, other than those existing on
the Issue Date or permitted under the Section 4.13  (a) unless it is determined
that the terms of such Affiliate Transaction are fair and reasonable to the
Manager, and no less favorable to the Manager, than could have been obtained 
in an arm's-length transaction with a non-Affiliate of the Company, (b) if 
involving consideration to either party in excess of $500,000, unless such 
Affiliate Transaction (or Transactions) is evidenced by an Officers' 
Certificate addressed and delivered to the Trustee certifying that such 
Affiliate Transaction (or Transactions) has been approved by a majority of 
the members of the Board of Directors that are disinterested in such 
transaction, if any, and (c) if involving consideration to either party in 
excess of $1 million or $500,000 if there are no independent directors,
unless in addition, the Company, prior to the consummation thereof,
obtains a written favorable opinion as to the fairness of such
transaction to the Manager from a financial point of view from an
independent investment banking firm or accounting firm, in each case 
having a national reputation. 

     The Company shall not pay any compensation to any officer or
director except (a) pursuant to the employment agreement with Len
Wolman in effect on the date of this Indenture and (b) other compensation, 
provided that such other compensation and the compensation paid under clause
(a) together with all other operating expenses of the Company do not exceed 
$1.0 million annually.

     SECTION 4.10.  Limitation on Indebtedness and Disqualified Capital Stock.

          The Issuers shall not, directly or indirectly, create, issue, 
assume, guaranty, incur, suffer to exist, become directly or indirectly 
liable with respect to (including as a result of an Acquisition), or 
otherwise become responsible for, contingently or otherwise, any Indebtedness
or any Disqualified Capital Stock, other than the Securities.

     SECTION 4.11.  Limitation on Liens.

     The Issuers shall not, directly or indirectly, create, incur or suffer 
to exist any Lien upon any of their property or assets, whether now owned or 
hereafter acquired, or upon any income or profits therefrom, other than 
Permitted Liens.

     SECTION 4.12.  Limitation on Sale of Assets.

     The Issuers shall not, in one or a series of related transactions, 
convey, sell, transfer, assign or otherwise dispose of, directly or indirectly,
any of their property, business or assets having a value in excess of $1,000 
(an "Asset Sale"), except pursuant to a sale of its partnership interest in 
the Manager pursuant to a Buy Out Notice as described in Section 3.1 or a
Mohegan Note Transfer.

     SECTION 4.13.  Covenants with Respect to the Manager.

     The Company shall not permit the Manager to:

     (a)  incur any Indebtedness or make any Investment;

     (b)  directly or indirectly create, incur or suffer to exist any 
Liens on any of its properties or assets;

     (c)  directly or indirectly, create, assume or suffer to exist any 
consensual restriction on the ability of the Manager or any Subsidiary 
of the Manager to pay dividends or make other distributions to or on behalf 
of, or to pay any obligation to or on behalf of, or otherwise to transfer 
assets or property to or on behalf of, or to pay any obligation to or on 
behalf of, or otherwise to transfer assets or property to or on behalf of, 
or make or pay loans or advances to or on behalf of, the Company, except, in 
each case, for Permitted Liens and restrictions imposed by the Operative
Documents, provided, however, that customary provisions restricting
subletting or assignment of any lease entered into in the ordinary course 
of business, consistent with industry practice shall not in and of themselves
be considered a restriction on the ability of the Manager or the applicable 
Subsidiary to transfer such agreement or assets, as the case may be;

     (d)  directly or indirectly make any Asset Sale;

     (e)  enter into any subcontract to delegate the duties of the Manager 
under the Management Agreement other than those described in Article IV of 
the Partnership Agreement;

     (f)  issue any equity security in a manner that dilutes distributions 
to the Company;

     (g)  make payments for management services, except for payments made in 
accordance with the Operative Documents; or

     (h)  engage in any business other than as described in the Partnership 
Agreement.

     In addition, the Company shall not agree, and shall not permit the 
Manager to agree, to terminate, amend or waive any provision of an Operative 
Document or any of the agreements entered into prior to the Issue Date 
incidental or related to the Relinquishment Agreement or the Mohegan Notes 
in a manner adverse to the economic interest of the Holders without the 
consent of holders of a majority of the principal amount of the Securities 
outstanding, provided, however, that the Hotel/Resort Management Agreement 
and the Management Agreement may be terminated pursuant to the Relinquishment
Agreement and the Hotel/Resort Development and Construction Agreement and the
Gaming Facility Development and Construction Agreement may be terminated 
pursuant to the Development Services Agreement and the Omnibus Agreement may 
be terminated pursuant to the Omnibus Termination Agreement and the Company may
enter into the Omnibus Termination Agreement, provided that the executed 
Omnibus Termination Agreement documents do not differ materially from the 
description thereof in the Offering Memorandum.

     Notwithstanding the foregoing, the Manager may assign to Waterford Group
or its Affiliates any rights with respect to activities not related to the 
Mohegan Sun and the Company may assign to Waterford Group or its Affiliates 
the rights to exercise the "buy" option of the Buy Out Notice.

     SECTION 4.14.  Limitation on Activities of the Issuers.

     The Issuers shall not conduct any business (including having any 
Subsidiary except, in the case of the Company, Finance) whatsoever, other 
than to (a) own and act upon the Mohegan Notes, in the case of the Company, 
(b) comply with their respective rights and obligations under the Partnership 
Agreement, this Indenture, the Securities, the Management Agreement, the 
Omnibus Agreement, the Omnibus Termination Agreement, the Relinquishment 
Agreement and the agreements entered into prior to the Issue Date incidental 
or related to the Relinquishment Agreement or the Mohegan Notes, Mr.
Len Wolman's employment contract, the Security and Control Agreement, the 
Development Services Agreement, the Hotel/Resort Management Agreement and 
the Purchase Agreement  and take action arising under such agreements or 
related or incidental thereto, (c) take any action necessary in connection 
with the settlement or litigation of any dispute with Leisure Resorts 
Technology, Inc. or its Affiliates with respect to Leisure Resorts 
Technology, Inc.'s former partnership or profits interest in the Manager and 
the prior settlement with respect thereto, (d) invest in cash and Cash
Equivalents and (e) receive and make Group Flow-Through Payment,
provided, however, that such payment shall not expand the activities in which
the Issuers are engaged beyond (a) - (d) hereof.  Notwithstanding anything 
herein to the contrary, Finance shall not issue any Capital Stock or other 
Equity Interest to any person other than the Company.

     SECTION 4.15.  Acceptance of Remaining Excess Cash Purchase Offers and 
Offers Other than Change of Control Offers.

     The Company shall accept Remaining Excess Cash Purchase Offers
or any other offer to purchase the Mohegan Notes made by the Authority other 
than a Change of Control Offer (as defined in the Note Purchase Agreement) as
made as follows.  The Company shall accept any such offer, if accepted by Sun
International.  Sun International has agreed not to accept any Remaining 
Excess Cash Purchase Offers in 1999.  If less than all the Mohegan Notes owned
by Sun International are to be tendered, the Company shall tender that 
principal amount of the Mohegan Notes, rounded to the nearest multiple of 
$1,000, owned by the Company (with the Completion Guarantee Mohegan Notes to 
be tendered first) that bears the same proportion to the total principal 
amount of Mohegan Notes owned by the Company that the principal amount of 
Mohegan Notes to be tendered by Sun International and its Affiliates bears 
to the total principal amount of Mohegan Notes owned by Sun International and
its Affiliates.  In the event that the total amount available for a Remaining
Excess Cash Purchase Offer or such other offer by the Authority is less than 
the total amount needed to purchase the Mohegan Notes to be tendered by the 
Company and Sun International and its Affiliates pursuant to the above 
formula, the Company shall reduce the amount of Mohegan Notes to be tendered 
pro rata, assuming Sun International and its Affiliates likewise reduce their
amount of Mohegan Notes to be so tendered, in each case rounded to
the nearest multiple of $1,000, such that the total amount of Mohegan Notes 
to be tendered can be purchased in such offer. 

     Notwithstanding the foregoing, in the event that either (a) Sun 
International fails to notify the Company of its intention to tender into 
such offer prior to the time at which tenders are due and has not as of such 
time tendered into such offer or (b) the total amount of cash or Cash 
Equivalents held by the Company as of the date tenders are due is less than 
$5.0 million, the Company shall tender into such offer all Mohegan Notes then
held by it.

     SECTION 4.16.  Acceptance of Change of Control Offers.

     The Company shall accept Change of Control Offers (as defined in the 
Note Purchase Agreement) in full.

     SECTION 4.17.  Waiver of Stay, Extension or Usury Laws.

     Each of the Issuers covenants (to the extent that it may lawfully do so)
that it will not at any time voluntarily insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension 
law or any usury law or other law which would prohibit or forgive the Issuers
from paying all or any portion of the principal of, premium of, or interest 
on the Securities as contemplated herein, wherever enacted, now or at
any time hereafter in force; and (to the extent that it may lawfully do so) 
each of the Issuers 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 relating to any such law, but will 
suffer and permit the execution of every such power as though no such law
had been enacted.

     SECTION 4.18.  Limitation on Merger, Sale or Consolidation.

     Neither of the Issuers shall, directly or indirectly, consolidate with 
or merge with or into another person or sell, lease, convey or transfer all 
or substantially all of their respective assets (computed on a consolidated 
basis), whether in a single transaction or a series of related transactions, 
to another Person or group of affiliated Persons or adopt a plan of 
liquidation. 

     SECTION 4.19.  Limitation on Use of Proceeds.

     The Company shall use the proceeds of the Offering in accordance with 
the description thereof set forth under the caption "Use of Proceeds" in the 
Offering Memorandum.

     SECTION 4.20.  Covenants with Respect to Interest Reserve Account.

The Issuers shall promptly pay or cause to be paid directly to the Securities
Intermediary the following amounts, which amounts the Securities Intermediary
shall use to purchase assets to be deposited in or credited to the Interest 
Reserve Account, in accordance with the Security and Control Agreement:

     (a)  On the Issue Date, $11.875 million of the proceeds of the
Offering;

     (b)  Promptly upon receipt, the first $15.0 million in Mohegan
Note Transfer Proceeds; and 

     (c)  Cash equal to the amount of any Required IRA True-up
Payment, as soon as practicable after Company Excess Cash becomes
available for that purpose.


                            ARTICLE V

                  EVENTS OF DEFAULT AND REMEDIES

     SECTION 5.1.  Events of Default.

     "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and
whether it shall be caused voluntarily or involuntarily or
effected, without limitation, by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body): 

     (a)  the failure by the Issuers to pay any installment of
interest on the Securities as and when the same becomes due and
payable and the continuance of any such failure for 30 days;

     (b)  the failure by the Issuers to pay all or any part of the
principal, or premium, if any, on the Securities when and as the
same becomes due and payable at maturity, redemption, by acceleration 
or otherwise, including, without limitation, payment of the
Change of Control Purchase Price or on a mandatory redemption, or
otherwise;

     (c)  the failure by the Issuers to observe or perform the
terms of the covenant set forth in Section 4.18 of this Indenture;

     (d)  the failure by either of the Issuers to observe or
perform any other covenant or agreement contained in the Securities
or this Indenture (other than a default in the performance of any
covenant or agreement which is specifically dealt with elsewhere in
this Section 5.1) and the continuance of such failure for a period
of 30 days after written notice (a "Notice of Default") is given to
the Company by the Trustee or to the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the
Securities outstanding, specifying such Default and requiring that
it be remedied;

     (e)  a decree, judgment, or order by a court of competent
jurisdiction shall have been entered adjudicating either or both of
the Issuers as bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization of either or both of the
Issuers under any bankruptcy or similar law, and such decree or
order shall have continued undischarged and unstayed for a period
of 60 consecutive days; or a decree or order of a court of competent 
jurisdiction, judgment appointing a receiver, liquidator, trustee, 
or assignee in bankruptcy or insolvency for either or both of the 
Issuers or any substantial part of the property of any such
Person, or for the winding up or liquidation of the affairs of any
such Person, shall have been entered, and such decree, judgment, or
order shall have remained in force undischarged and unstayed for a
period of 60 days;

     (f)  either or both of the Issuers shall institute proceedings
to be adjudicated a voluntary bankrupt, or shall consent to the
filing of a bankruptcy proceeding against it, or shall file a petition 
or answer or consent seeking reorganization under any
bankruptcy or similar law or similar statute, or shall consent to
the filing of any such petition, or shall consent to the appointment of a 
Custodian, receiver, liquidator, trustee, or assignee in
bankruptcy or insolvency of it or any substantial part of its assets 
or property, or shall make a general assignment for the benefit of 
creditors, or shall admit in writing its inability to pay its debts as they 
become due, or take any corporate action in furtherance of or to facilitate, 
conditionally or otherwise, any of the foregoing;

     (g)  final unsatisfied judgments not covered by insurance
aggregating in excess of $2.0 million, at any one time rendered
against either or both of the Issuers and not stayed, bonded or
discharged within 60 days;

     (h)  any default in the performance or breach of the terms of
an Operative Document by the Manager or by the Company with respect
to the Partnership Agreement, extending past any applicable cure
period, that would result in material damages to either the Company
or the Manager;

     (i)  the failure by the Company to observe or perform any
material covenant set forth in the Security and Control Agreement,
subject to applicable cure periods;

     (j)  an Event of Default under any Indebtedness resulting in
an acceleration of the maturity thereof; or

     (k)  the failure by the Issuers to make any of the payments to
the Securities Intermediary required by Section 4.20 above.

     Notwithstanding the 30-day period and notice requirement
contained in Section 5.1(d) above, (i) with respect to a default
under Article IX, the 30-day period referred to in Section 5.1(d)
shall be deemed to have begun as of the date notice of a Change of
Control Offer is required to be sent to the Holders in the event
that the Issuers have not complied with the provisions of Section
9.1, and the Trustee or Holders of at least 25% in principal amount
of the outstanding Securities thereafter give the Notice of Default
referred to in Section 5.1(d) in respect of such compliance to the
Issuers and, if applicable, the Trustee; provided, however, that if
the breach or default is a result of a default in the payment when
due of the Change of Control Purchase Price on the Change of
Control Payment Date, such default shall be deemed, for purposes of
this Section 5.1, to arise on the Change of Control Payment Date.

     SECTION 5.2.  Acceleration of Maturity Date; Rescission and
Annulment.

     If an Event of Default occurs and is continuing (other than an
Event of Default specified in clauses (e) and (f) of Section 5.1,
relating to either or both of the Issuers) then in every such case,
unless the principal of all of the Securities shall have already
become due and payable, either the Trustee or the Holders of 25% in
aggregate principal amount of the Securities then outstanding, by
notice in writing to the Company (and to the Trustee if given by
Holders) (an "Acceleration Notice"), may declare all principal and
accrued interest thereon to be due and payable immediately.  If an
Event of Default specified in clauses (e) and (f), of Section 5.1,
relating to either or both of the Issuers occurs, all principal and
accrued interest thereon will be immediately due and payable on all
outstanding Securities without any declaration or other act on the
part of Trustee or the Holders. 

     At any time after such a declaration of acceleration has been
made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter provided in this
Article V, the Holders of not less than a majority in aggregate
principal amount of then outstanding Securities, by written notice
to the Issuers and the Trustee, may rescind, on behalf of all
Holders, any such declaration of acceleration if: 

     (a)  the Issuers have paid or deposited with the Trustee Cash
sufficient to pay

          (i)  all overdue interest on all Securities,

          (ii)  the principal of (and premium applicable to) any
Securities which would become due other than by reason of such
declaration of acceleration, and interest thereon at the rate borne
by the Securities,

          (iii)  to the extent that payment of such interest is
lawful, interest upon overdue interest at the rate borne by the
Securities,

          (iv)  all sums paid or advanced by the Trustee hereunder
and the compensation, expenses, disbursements and advances of the
Trustee and its agents and counsel, and any other amounts due the
Trustee under Section 6.7, and

     (b)  all Events of Default, other than the non-payment of the
principal of, premium, if any, and interest on Securities which
have become due solely by such declaration of acceleration, have
been cured or waived as provided in Section 5.12, including, if 
applicable, any Event of Default relating to the covenants contained
in Section 9.1.

Notwithstanding the previous sentence of this Section 5.2, no
waiver shall be effective against any Holder for any Event of Default 
or event which with notice or lapse of time or both would be
an Event of Default with respect to (i) any covenant or provision
which cannot be modified or amended without the consent of the
Holder of each outstanding Security affected thereby, unless all
such affected Holders agree, in writing, to waive such Event of
Default or other event and (ii) any provision requiring
supermajority approval to amend, unless such default has been
waived by such a supermajority.  No such waiver shall cure or waive
any subsequent default or impair any right consequent thereon.

     SECTION 5.3.  Collection of Indebtedness and Suits for Enforcement 
by Trustee.

     The Issuers covenant that if an Event of Default in payment of
principal, premium, or interest specified in clauses (a) or (b) of
Section 5.1 occurs and is continuing, the Issuers shall, upon
demand of the Trustee, pay to it, for the benefit of the Holders of
such Securities, the whole amount then due and payable on such
Securities for principal, premium and interest, and, to the extent
that payment of such interest shall be legally enforceable,
interest on any overdue principal (and premium) and on any overdue
interest, at the rate borne by the Securities, and, in addition
thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including compensation to, and
expenses, disbursements and advances of the Trustee and its agents
and counsel and all other amounts due the Trustee under Section
6.7.

     If the Issuers fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express
trust in favor of the Holders, may institute a judicial proceeding
for the collection of the sums so due and unpaid, may prosecute
such proceeding to judgment or final decree and may enforce the
same against the Issuers or any other obligor upon the Securities
and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Issuers or any
other obligor upon the Securities, wherever situated.

     If an Event of Default occurs and is continuing, the Trustee
may in its discretion proceed to protect and enforce its rights and
the rights of the Holders by such appropriate judicial proceedings
as the Trustee shall deem most effective to protect and enforce any
such rights, whether for the specific enforcement of any covenant
or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

     SECTION 5.4.  Trustee May File Proofs of Claim.

     In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to the Issuers or
any other obligor upon the Securities or the property of the
Issuers or of such other obligor or their creditors, the Trustee
(irrespective of whether the principal of the Securities shall then
be due and payable as therein expressed or by declaration or otherwise 
and irrespective of whether the Trustee shall have made any
demand on the Issuers for the payment of overdue principal and
premium or interest) shall be entitled and empowered, by intervention 
in such proceeding or otherwise to take any and all actions
under the TIA, including

     (a)  to file and prove a claim for the whole amount of principal 
(and premium, if any) and interest owing and unpaid in respect
of the Securities and to file such 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 and its agent
and counsel and all other amounts due the Trustee under Section
6.7) and of the Holders allowed in such judicial proceeding, and

     (b)  to collect and receive any moneys or other property payable 
or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official 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 it for the reasonable compensation, 
expenses, disbursements and advances of the Trustee and its
agents and counsel, and any other amounts due the Trustee under
Section 6.7.

     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 Securities or the rights of any Holder
thereof or to authorize the Trustee to vote in respect of the claim
of any Holder in any such proceeding.

     SECTION 5.5.  Trustee May Enforce Claims Without Possession of
Securities.

     All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as
trustee of an express trust in favor of the Holders, and any
recovery of judgment shall, after provision for the payment of
compensation to, and expenses, disbursements and advances of the
Trustee, its agents and counsel and all other amounts due the
Trustee under Section 6.7, be for the ratable benefit of the Holders 
of the Securities in respect of which such judgment has been
recovered.

     SECTION 5.6.  Priorities.

     Any money collected by the Trustee pursuant to this Article V
shall, subject to Article XII, be applied in the following order,
at the date or dates fixed by the Trustee and, in case of the 
distribution of such money on account of principal, premium or interest, 
upon presentation of the Securities and the notation thereon
of the payment if only partially paid and upon surrender thereof if
fully paid:

     FIRST:  To the Trustee in payment of all amounts due pursuant
to Section 6.7;

     SECOND:  To the Holders in payment of the amounts then due and
unpaid for principal of, premium and interest on, the Securities in
respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Securities for
principal, premium and interest, respectively; and

     THIRD:  To the Issuers or such other Person as may be lawfully
entitled thereto, the remainder, if any.

     The Trustee may, but shall not be obligated to, fix a record
date and payment date for any payment to the Holders under this
Section 5.6.

     SECTION 5.7.  Limitation on Suits.

     No Holder of any Security shall have any right to order or
direct the Trustee to institute any proceeding, judicial or
otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless

     (a)  such Holder has previously given written notice to the
Trustee of a continuing Event of Default;

     (b)  the Holders of not less than 25% in aggregate principal
amount of then outstanding Securities shall have made written
request to the Trustee to institute proceedings in respect of such
Event of Default in its own name as Trustee hereunder;

     (c)  such Holder or Holders have offered to the Trustee reasonable 
security or indemnity against the costs, expenses and liabilities to be 
incurred or reasonably probable to be incurred in compliance with such 
request;

     (d)  the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding; 
and

     (e)  no direction inconsistent with such written request has
been given to the Trustee during such 60-day period by the Holders
of a majority in aggregate principal amount of the outstanding
Securities;

it being understood and intended that no one or more Holders shall
have any right in any manner whatsoever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or
prejudice the rights of any other Holders, or to obtain or to seek
to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all the Holders.

     SECTION 5.8.  Unconditional Right of Holders to Receive
Principal, Premium and Interest.

     Notwithstanding any other provision of this Indenture, the
Holder of any Security shall have the right, which is absolute and
unconditional, to receive payment of the principal of, and premium
(if any) and interest on, such Security on the respective dates
such payments are due as expressed in such Security (in the case of
redemption, the Redemption Price on the applicable Redemption Date)
and to institute suit for the enforcement of any such payment after
such respective dates, and such rights shall not be impaired without 
the consent of such Holder.

     SECTION 5.9.  Rights and Remedies Cumulative.

     Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in
Section 2.7, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise.  The assertion or employment of
any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right
or remedy.

     SECTION 5.10.  Delay or Omission Not Waiver.

     No delay or omission by the Trustee or by any Holder of any
Security to exercise any right or remedy arising upon any Event of
Default shall impair the exercise of any such right or remedy or
constitute a waiver of any such Event of Default.  Every right and
remedy given by this Article V or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may
be.

     SECTION 5.11.  Control by Holders.

     The Holder or Holders of a majority in aggregate principal
amount of then outstanding Securities shall have the right to
direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or
power conferred upon the Trustee, provided, that

     (a)  such direction shall not be in conflict with any rule of
law or with this Indenture or involve the Trustee in personal
liability,

     (b)  the Trustee shall not determine that the action so directed 
would be unjustly prejudicial to the Holders not taking part in such 
direction, and

     (c)  the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction.

     SECTION 5.12.  Waiver of Past Default.

     Subject to Section 5.8, prior to the declaration of acceleration 
of the maturity of the Securities, the Holder or Holders of not less than 
a majority in aggregate principal amount of the Securities then outstanding 
may, on behalf of all Holders, waive any past default hereunder and its 
consequences, except a default

     (a)  in the payment of the principal of, premium, if any, or
interest on, any Security as specified in clauses (a) and (b) of
Section 5.1 and not yet cured;

     (b)  in respect of a covenant or provision hereof which, under
Article VIII, cannot be modified or amended without the consent of
the Holder of each outstanding Security affected; or

     (c)  in respect of any provision hereof which, under Article
VIII, cannot be modified, amended or waived without the consent of
the Holders of 66-2/3% of the aggregate principal amount of the
Securities at the time outstanding; provided, that any such waiver
may be effected with the consent of the Holders of 66 % of the
aggregate principal amount of the Securities then outstanding.

     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 the
exercise of any right arising therefrom.

     SECTION 5.13.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed,
that 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, suffered or omitted to be taken by it as Trustee, any court
may in its discretion require the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such
suit, having due regard to the merits and good faith of the claims
or defenses made by such party litigant; but the provisions of this
Section 5.13 shall not apply to any suit instituted by the Issuers,
to any suit instituted by the Trustee, to any suit instituted by
any Holder, or group of Holders, holding in the aggregate more than
10% in aggregate principal amount of the outstanding Securities, or
to any suit instituted by any Holder for enforcement of the payment
of principal of, or premium (if any) or interest on, any Security
on or after the respective maturity dates expressed in such
Security (including, in the case of redemption, on or after the
Redemption Date).

     SECTION 5.14.  Restoration of Rights and Remedies.

     If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceed
ing has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in
every case, subject to any determination in such proceeding, the
Issuers, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.


                            ARTICLE VI

                             TRUSTEE

     The Trustee hereby accepts the trust imposed upon it by this
Indenture and covenants and agrees to perform the same, as herein
expressed, subject to the terms hereof.

     SECTION 6.1.  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
their 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 Trustee need perform only those duties as are
specifically set forth in this Indenture and no others, and no
covenants or obligations shall be implied in or read into this
Indenture or the Collateral Agreements which are adverse to 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 therein, upon certificates 
or opinions furnished to the Trustee and conforming to the
requirements of this Indenture.  However, in the case of any such
certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, 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 liability 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 6.1,

          (ii)  The Trustee shall not be liable for any error of
judgment made in good faith by it, 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 5.11.

     (d)  No provision of this Indenture or the Security and
Control Agreement shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance 
of any of its duties hereunder or to take or omit to take any
action under this Indenture or the Security and Control Agreement
or at the request, order or direction of the Holders or in the
exercise of any of its rights or powers if it shall have reasonable
grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured
to it.

     (e)  Every provision of this Indenture or the Security and
Control Agreement that in any way relates to the Trustee is subject
to paragraphs (a), (b), (c), (d) and (f) of this Section 6.1.

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

     SECTION 6.2.  Rights of Trustee.

     Subject to Section 6.1:

     (a)  The Trustee may rely on 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
consult with counsel and may require an Officers' Certificate or an
Opinion of Counsel, which shall conform to Sections 11.4 and 11.5. 
The Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such certificate or advice of
counsel.

     (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 which it believes to be authorized
or within its rights or powers conferred upon it by this Indenture
or the Security and Control Agreement, nor for any action permitted
to be taken or omitted hereunder by any Agent.

     (e)  The Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, notice, request, direction,
consent, order, bond, debenture, or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit.

     (f)  The Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture or the
Security and Control Agreement at the request, order or direction
of any of the Holders, pursuant to the provisions of this Indenture
or the Security and Control Agreement, unless such Holders shall
have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby.

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

     (h)  The Trustee shall have no duty to inquire as to the
correctness of any notice of redemption given pursuant to Section
3.2 or as to the performance of the Issuers' covenants in Article
IV hereof or the Security and Control Agreement or as to the performance 
by any Agent of its duties hereunder or thereunder.  In addition, the 
Trustee shall not be deemed to have knowledge of any Default or Event 
of Default except any Default or Event of Default of which the Trustee 
shall have received written notification or with respect to which a Trust 
Officer shall have actual knowledge.

     (i)  Whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or
established prior to taking, suffering or omitting any action
hereunder, the Trustee (unless other evidence be herein specifically 
prescribed) may, in the absence of bad faith on its part, rely upon 
an Officers' Certificate.

     SECTION 6.3.  Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become
the owner or pledgee of Securities and may otherwise deal with the
Issuers, any of their Subsidiaries, or their respective Affiliates
with the same rights it would have if it were not Trustee.  Any
Agent may do the same with like rights.  However, the Trustee must
comply with Sections 6.10 and 6.11.

     SECTION 6.4.  Trustee's Disclaimer.

     The Trustee makes no representation as to the validity or
adequacy of this Indenture or the Security and Control Agreement or
the Securities or as to the validity or perfection of any security
interest or lien created thereby and it shall not be accountable
for the Issuers' use of the proceeds from the Securities, and it
shall not be responsible for any statement in the Securities, other
than the Trustee's certificate of authentication (if executed by
the Trustee), or the use or application of any funds received by a
Paying Agent other than the Trustee.

     SECTION 6.5.  Notice of Default.

     If a Default or an Event of Default occurs and is continuing
and if it is known to the Trustee, the Trustee shall mail to each
Securityholder notice of the uncured Default or Event of Default
within 90 days after such Default or Event of Default occurs. 
Except in the case of a Default or an Event of Default in payment
of principal (or premium, if any) of, or interest on any Security
(including the payment of the Change of Control Purchase Price on
the Change of Control Purchase Date or the payment of the Redemption 
Price on the Redemption Date), the Trustee may withhold the
notice if and so long as a Trust Officer in good faith determines
that withholding the notice is in the interest of the Security holders.

     SECTION 6.6.  Reports by Trustee to Holders.

     Within 60 days after each January 31, beginning with January
31, 2001, the Trustee shall, if required by law, mail to each
Securityholder a brief report dated as of such January 31 that
complies with TIA 313(a).  The Trustee also shall comply with TIA
313(b) and 313(c).

     The Issuers shall promptly notify the Trustee in writing if
the Securities become listed on any stock exchange or automatic
quotation system.

     A copy of each report at the time of its mailing to
Securityholders shall be mailed to the Issuers and filed with the
SEC and each stock exchange, if any, on which the Securities are
listed.

     SECTION 6.7.  Compensation and Indemnity.

     The Issuers jointly and severally agree to pay to the Trustee
from time to time reasonable compensation for its services.  The
Trustee's compensation shall not be limited by any law on compensation 
of a trustee of an express trust.  The Issuers shall reimburse
the Trustee upon request for all reasonable disbursements, expenses
and advances incurred or made by it in accordance with this
Indenture.  Such expenses shall include the reasonable compensation, 
disbursements and expenses of the Trustee's agents, accountants, 
experts and counsel.

     The Issuers jointly and severally agree to indemnify the
Trustee (in its capacity as Trustee) and each of its officers,
directors, attorneys-in-fact and agents for, and hold it and each
of them harmless against, any claim, demand, expense (including but
not limited to reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel), loss or liability incurred by
it without negligence or bad faith on the part of the Trustee,
arising out of or in connection with the administration of this
trust and its rights or duties hereunder including the reasonable
costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of
its powers or duties hereunder.  The Trustee shall notify the
Issuers promptly of any claim asserted against the Trustee for
which it may seek indemnity.  The Issuers shall defend the claim
and the Trustee shall provide reasonable cooperation at the
Issuers' expense in the defense.  The Trustee may have separate
counsel and the Issuers shall pay the reasonable fees and expenses
of such counsel.  The Issuers need not pay for any settlement made
without their written consent, which consent shall not be unreasonably 
withheld.  The Issuers need not reimburse any expense or
indemnify against any loss or liability to the extent incurred by
the Trustee through its negligence, bad faith or willful misconduct.

     To secure the Issuers' payment obligations in this Section
6.7, the Trustee shall have a lien prior to the Securities on all
assets held or collected by the Trustee, in its capacity as
Trustee, except assets held in trust to pay principal and premium,
if any, of or interest on particular Securities.

     When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 5.1(e) or (f) occurs, the
expenses and the compensation for the services are intended to
constitute expenses of administration under any Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA 
313(b)(2) to the extent applicable.

     The Issuers' obligations under this Section 6.7 and any lien
arising hereunder shall survive the resignation or removal of the
Trustee, the discharge of the Issuers' obligations pursuant to
Article VII of this Indenture and any rejection or termination of
this Indenture under any Bankruptcy Law.

     SECTION 6.8.  Replacement of Trustee.

     The Trustee may resign by so notifying the Issuers in writing,
to become effective upon the appointment of a successor trustee. 
The Holder or Holders of a majority in aggregate principal amount
of the outstanding Securities may remove the Trustee by so
notifying the Issuers and the Trustee in writing and may appoint a
successor trustee with the Issuers' consent.  The Issuers may
remove the Trustee if:

     (a)  the Trustee fails to comply with Section 6.10;

     (b)  the Trustee is adjudged bankrupt or insolvent;

     (c)  a receiver, Custodian, or other 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 Issuers shall promptly
appoint a successor Trustee.  Within one year after the successor
Trustee takes office, the Holder or Holders of a majority in
aggregate principal amount of the Securities may appoint a
successor Trustee to replace the successor Trustee appointed by the
Issuers.

     A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuers.  Immediately 
after that and provided that all sums owing to the retiring
Trustee provided for in Section 6.7 have been paid, the retiring
Trustee shall transfer all property held by it as trustee to the
successor Trustee, subject to the lien provided in Section 6.7, 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.  A successor
Trustee shall mail notice of its succession to each Holder.

     If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring
Trustee, the Issuers or the Holder or Holders of at least 10% in
aggregate principal amount of the outstanding Securities may
petition any court of competent jurisdiction for the appointment of
a successor Trustee.

     If the Trustee fails to comply with Section 6.10, any
Securityholder may petition any court of competent jurisdiction for
the removal of the Trustee and the appointment of a successor
Trustee.

     Notwithstanding replacement of the Trustee pursuant to this
Section 6.8, the Issuers' obligations under Section 6.7 shall
continue for the benefit of the retiring Trustee.

     SECTION 6.9.  Successor Trustee by Merger, Etc.

     If the Trustee consolidates with, 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 resulting, surviving or transferee corporation
without any further act shall, if such resulting, surviving or
transferee corporation is otherwise eligible hereunder, be the
successor Trustee.

     SECTION 6.10.  Eligibility; Disqualification.

     The Trustee shall at all times satisfy the requirements of TIA
310(a)(1), (2) and (5).  The Trustee (together with its corporate
parent) shall have a combined capital and surplus of at least
$25,000,000 as set forth in its most recent published annual report
of condition.  The Trustee shall comply with TIA 310(b).

     SECTION 6.11.  Preferential Collection of Claims Against
Issuers.

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


                           ARTICLE VII

             LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     SECTION 7.1.  Option to Effect Legal Defeasance or Covenant
Defeasance.

     The Issuers may, at their option and at any time, elect to
have Section 7.2 or Section 7.3 applied to all outstanding Securities 
upon compliance with the conditions set forth below in this
Article VII.

     SECTION 7.2.  Legal Defeasance and Discharge.

     Upon the Issuers' exercise under Section 7.1 of the option
applicable to this Section 7.2, the Issuers shall be deemed to have
been discharged from their respective obligations with respect to
all outstanding Securities on the date the conditions set forth
below are satisfied (hereinafter, "Legal Defeasance").  For this
purpose, such Legal Defeasance means that the Issuers shall be
deemed to have paid and discharged the entire Indebtedness represented 
by the outstanding Securities, which shall thereafter be
deemed to be "outstanding" only for the purposes of Section 7.5 and
the other Sections of this Indenture referred to in (a) and (b)
below, the Note Collateral shall have been released from the Liens
in favor of the Securities and the Issuers shall be deemed to have
satisfied all their other obligations under such Securities and
this Indenture (and the Trustee, on demand of and at the expense of
the Issuers, shall execute proper instruments acknowledging the
same), except for the following which shall survive until otherwise
terminated or discharged hereunder:  (a) rights of Holders to
receive payments in respect of the principal of, premium, if any,
and interest on such Securities when such payments are due from the
trust funds described below; (b) the Issuers' obligations with
respect to such Securities concerning issuing temporary Securities,
registration of Securities, mutilated, destroyed, lost or stolen
Securities, and the maintenance of an office or agency for payment
and money for security payments held in trust; (c) the rights,
powers, trust, duties, and immunities of the Trustee, and the
Issuers' obligations in connection therewith; and (d) this Article
VII.  Upon Legal Defeasance as provided herein, the Trustee shall
promptly execute and deliver to the Issuers any documents reason
ably requested by the Issuers to evidence or effect the foregoing. 
Subject to compliance with this Article VII, the Issuers may exercise 
their option under this Section 7.2 notwithstanding the prior
exercise of their option under Section 7.3 with respect to the
Securities.

     SECTION 7.3.  Covenant Defeasance.

     Upon the Issuers' exercise under Section 7.1 of the option
applicable to this Section 7.3, the Issuers shall be released from
their respective obligations under the covenants contained in Sections 
4.3, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12, 4.13, 4.14,
4.15, 4.16, 4.17, 4.18, 4.19, 4.20 and Article IX with respect to
the outstanding Securities on and after the date the conditions set
forth below are satisfied (hereinafter, "Covenant Defeasance"), and
the Securities 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.  For this purpose, such Covenant
Defeasance means that, with respect to the outstanding Securities,
the Issuers need not 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 Section 5.1(d) shall not apply to any such
covenant), but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby.  In
addition, upon the Issuers' exercise under Section 7.1 of the
option applicable to this Section 7.3, Sections 5.1(c), (d), (g),
(h), (i), (j) and (k) shall not constitute Events of Default.

     SECTION 7.4.  Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of
either Section 7.2 or Section 7.3 to the outstanding Securities:

     (a)  The Issuers shall irrevocably have deposited or caused to
be deposited with the Trustee (or another trustee satisfactory to
the Trustee satisfying the requirements of Section 6.10 who shall
agree to comply with the provisions of this Article VII applicable
to it) as trust funds in trust for the purpose of making the following 
payments, specifically pledged as security for, and dedicated 
solely to, the benefit of the Holders of such Securities, (i)
Cash in an amount, or (ii) U.S. Government Obligations which
through the scheduled payment of principal and interest in respect
thereof in accordance with their terms will provide, not later than
one day before the due date of any payment, Cash in an amount, or
(iii) a combination thereof, in such amounts, as in each case will
be sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge and which
shall be applied by the Paying Agent (or other qualifying trustee)
to pay and discharge the principal of, premium and interest on the
outstanding Securities on the stated Interest Payment Date or on
the applicable optional Redemption Date, as the case may be, of
such principal or installment of principal, premium or interest on
the Securities; provided that the Paying Agent shall have been
irrevocably instructed to apply such Cash and the proceeds of such
U.S. Government Obligations to said payments with respect to the
Securities.  The Holders of Securities shall have a valid,
perfected, exclusive security interest in such trust.  The Paying
Agent shall promptly advise the Trustee in writing of any Cash or
Securities deposited pursuant to this Section 7.4;

     (b)  In the case of an election under Section 7.2, the Issuers
shall have delivered to the Trustee an Opinion of Counsel in the
United States reasonably acceptable to the Trustee confirming that
(i) the Issuers have received from, or there has been published by,
the Internal Revenue Service, a ruling or (ii) since the date
hereof, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such
opinion shall confirm that, the Holders of the outstanding Securities 
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 7.3, the Issuers
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 Securities 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
in the same amount, 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 borrowing of funds to be
applied to such deposit) or, insofar as Section 5.1(e) or Section
5.1(f) is concerned, at any time in the period ending on the 91st
day after the date of deposit or such earlier time as, in the
Opinion of Counsel, such deposit is not voidable as a preference
under applicable Bankruptcy Law;

     (e)  Such Legal Defeasance or Covenant Defeasance shall not
result in a breach or violation of, or constitute a default under
any other material agreement (other than this Indenture) or
instrument to which either Issuer is a party or by which either are
bound;

     (f)  In the case of an election under either Section 7.2 or
7.3, the Issuers shall have delivered to the Trustee an Officers'
Certificate stating that the deposit made by the Issuers pursuant
to its election under Section 7.2 or 7.3 was not made by the
Issuers with the intent of preferring the Holders of such Securities 
over any other creditors of the Issuers or with the intent of
defeating, hindering, delaying or defrauding any other creditors of
the Issuers or others; and

     (g)  The Issuers shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that
the conditions precedent provided for in, in the case of the
Officer's Certificate, clauses (a) through (f), and, in the case of
the Opinion of Counsel, clauses (a) (with respect to the validity
and perfection of the security interest), (b), (c) and (e) of this
Section 7.4 have been complied with.

     SECTION 7.5.  Deposited Cash and U.S. Government Obligations
to be Held in Trust; Other Miscellaneous Provisions.

     Subject to Section 7.6, all Cash and U.S. Government Obligations 
(including the proceeds thereof) deposited with the Paying
Agent (or other qualifying trustee, collectively for purposes of
this Section 7.5, the "Paying Agent") pursuant to Section 7.4 in
respect of the outstanding Securities shall be held in trust and
applied by the Paying Agent, in accordance with the provisions of
such Securities and this Indenture, to the payment, either directly
or through any other Paying Agent as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due
thereon in respect of principal, premium and interest, but such
money need not be segregated from other funds except to the extent
required by law.

     SECTION 7.6.  Repayment to the Issuers.

     Anything in this Article VII to the contrary notwithstanding,
the Trustee or the Paying Agent, as applicable, shall deliver or
pay to the Company from time to time upon the request of the
Issuers any Cash or U.S. Government Obligations held by it as
provided in Section 7.4 hereof which in 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 7.4(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.
 
     Any Cash and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee or any Paying Agent,
or then held by the Company, in trust for the payment of the
principal of, premium, if any, or interest on any Security and
remaining unclaimed for two years after such principal, and premium, 
if any, or interest has become due and payable shall, subject
to the requirements of applicable law, be paid to the Company on
its request; and the Holder of such Security shall thereafter look
only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money 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 Company 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 Company.


     SECTION 7.7.  Reinstatement.

     If the Trustee or Paying Agent is unable to apply any Cash or
U.S. Government Obligations in accordance with Section 7.2 or 7.3,
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 Issuers' obligations under
this Indenture and the Securities shall be revived and reinstated
as though no deposit had occurred pursuant to Section 7.2 or 7.3
until such time as the Trustee or Paying Agent is permitted to
apply such money in accordance with Section 7.2 and 7.3, as the
case may be; provided, however, that, if the Issuers make any
payment of principal of, premium or interest on any Security
following the reinstatement of its obligations, the Company shall
be subrogated to the rights of the Holders of such Securities to
receive such payment from the Cash and U.S. Government Obligations
held by the Trustee or Paying Agent.


                           ARTICLE VIII

               AMENDMENTS, SUPPLEMENTS AND WAIVERS

     SECTION 8.1.  Supplemental Indentures Without Consent of
Holders.

     Without the consent of any Holder, the Issuers, when autho
rized by Board Resolutions, and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental
hereto or amendments to the Security and Control Agreement, in form
satisfactory to the Trustee, for any of the following purposes:

     (a)  to cure any ambiguity, defect, or inconsistency, or make
any other provisions with respect to matters or questions arising
under this Indenture or the Security and Control Agreement which
shall not be inconsistent with the provisions of either this Indenture 
or the Security and Control Agreement, provided such action
pursuant to this clause shall not adversely affect the interests of
the Holders; 

     (b)  to add to the covenants of the Issuers for the benefit of
the Holders, to provide additional collateral or to surrender any
right or power herein conferred upon the Issuers;

     (c)  to comply with the TIA; or

     (d)  to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities.


     SECTION 8.2.  Amendments, Supplemental Indentures and Waivers
with Consent of Holders.

     Subject to Section 5.8, with the consent of the Holders of not
less than a majority in aggregate principal amount of then
outstanding Securities, by written act of said Holders delivered to
the Issuers and the Trustee, the Issuers, when authorized by Board
Resolutions, and the Trustee may amend or supplement this Indenture
or the Securities or enter into an indenture or indentures supplemental 
hereto for the purpose of adding any provisions to or changing 
in any manner or eliminating any of the provisions of this
Indenture or the Securities or of modifying in any manner the
rights of the Holders under this Indenture or the Securities. 
Subject to Section 5.8, the Holder or Holders of not less than a
majority in aggregate principal amount of then outstanding
Securities may waive compliance by the Issuers with any provision
of this Indenture or the Securities.  Notwithstanding any of the
above, however, no such amendment, supplemental indenture or waiver
shall without the consent of the Holders of not less than 66 % of
the aggregate principal amount of Securities at the time outstanding 
alter the Security and Control Agreement or, subject to
(c) below, the provisions (including the defined terms used
therein) of Section 9.1 in a manner adverse to the Holders; and no
such amendment, supplemental indenture or waiver shall, without the
consent of the Holder of each outstanding Security affected
thereby:

     (a)  reduce the percentage of principal amount of Securities
whose Holders must consent to an amendment, supplement or waiver of
any provision of this Indenture or the Securities;

     (b)  reduce the rate or extend the time for payment of interest on 
(other than a rescission of acceleration of the Notes by the
Holders of at least a majority in aggregate principal amount of
such Notes and a waiver of the payment default arising from such
acceleration) any Security;

     (c)  reduce the principal or premium amount of any Security,
or reduce the Change of Control Purchase Price after the corresponding 
Change of Control has occurred, or the Redemption Price;

     (d)  change the Stated Maturity;

     (e)  alter the redemption provisions of Article III in a
manner adverse to any Holder;

     (f)  make any changes in the provisions concerning waivers of
Defaults or Events of Default by Holders of the Securities or the
rights of Holders to recover the principal or premium of, interest
on, or redemption payments with respect to, any Security, including
without limitation any changes in Section 5.8, 5.12 or this third
sentence of this Section 8.2, except to increase any required
percentage or to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
Holder of each outstanding Security affected thereby; 

     (g)  make the principal of, or the interest or premium on any
Security payable with anything or in any manner other than as
provided for in this Indenture (including changing the place of
payment where, or the coin or currency in which, any Security or
any premium or the interest thereon is payable) and the Securities
as in effect on the date hereof; or

     (h)  cause the Securities to become subordinate in right of
payment of other Indebtedness.

     It shall not be necessary for the consent of the Holders under
this Section 8.2 to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.

     After an amendment, supplement or waiver under this Section
becomes effective, the Issuers shall mail to the Holders affected
thereby a notice briefly describing the amendment, supplement or
waiver.  Any failure of the Issuers to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture or waiver.

     After an amendment, supplement or waiver under this Section
8.2 or Section 8.4 becomes effective, it shall bind each Holder.

     In connection with any amendment, supplement or waiver under
this Article VIII, the Issuers may, but shall not be obligated to,
offer to any Holder who consents to such amendment, supplement or
waiver, or to all Holders, consideration for such Holder's consent
to such amendment, supplement or waiver; provided that the Issuers
shall not, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any
Holder of Securities for or as an inducement to any consent, waiver
or amendment of any terms or provisions of the Security unless such
consideration is offered to be paid or agreed to be paid to all
Holders of Securities which so consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to
such consent, waiver or agreement.

     SECTION 8.3.  Compliance with TIA.

     Every amendment, waiver or supplement of this Indenture or the
Securities shall comply with the TIA as then in effect.

     SECTION 8.4.  Revocation and Effect of Consents.

     Until an amendment, waiver or supplement becomes effective, a
consent to it by a Holder is a continuing consent by the Holder and
every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder's Security, even
if notation of the consent is not made on any Security.  However,
any such Holder or subsequent Holder may revoke the consent as to
his Security or portion of his Security by written notice to the
Issuers or the Person designated by the Issuers as the Person to
whom consents should be sent if such revocation is received by the
Issuers or such Person before the date on which the Trustee
receives an Officers' Certificate certifying that the Holders of
the requisite principal amount of Securities have consented (and
not theretofore revoked such consent) to the amendment, supplement
or waiver.

     The Issuers may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to consent
to any amendment, supplement or waiver, which record date shall be
the date so fixed by the Company notwithstanding the provisions of
the TIA.  If a record date is fixed, then notwithstanding the last
sentence of the immediately preceding paragraph, those Persons who
were Holders at such record date, and only those Persons (or their
duly designated proxies), shall be entitled to revoke any consent
previously given, whether or not such Persons continue to be Holders 
after such record date.  No such consent shall be valid or
effective for more than 90 days after such record date.

     After an amendment, supplement or waiver becomes effective, it
shall bind every Securityholder, unless it makes a change described
in any of clauses (a) through (h) of Section 8.2, in which case,
the amendment, supplement or waiver shall bind only each Holder of
a Security who has consented to it and every subsequent Holder of
a Security or portion of a Security that evidences the same debt as
the consenting Holder's Security; provided, that any such waiver
shall not impair or affect the right of any other Holder to receive
payment of principal and premium of and interest on a Security, on
or after the respective dates set for such amounts to become due
and payable expressed in such Security, or to bring suit for the
enforcement of any such payment on or after such respective dates.

     SECTION 8.5.  Notation on or Exchange of Securities.

     If an amendment, supplement or waiver changes the terms of a
Security, the Trustee may require the Holder of the Security to
deliver it to the Trustee or require the Holder to put an appropriate 
notation on the Security.  The Trustee may place an appropriate
notation on the Security about the changed terms and return it to
the Holder.  Alternatively, if the Issuers or the Trustee so
determine, the Issuers in exchange for the Security shall issue and
the Trustee shall authenticate a new Security that reflects the
changed terms.  Any failure to make the appropriate notation or to
issue a new Security shall not affect the validity of such amendment, 
supplement or waiver.

     SECTION 8.6.  Trustee to Sign Amendments, Etc.

     The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article VIII; provided, that the
Trustee may, but shall not be obligated to, execute any such
amendment, supplement or waiver which affects the Trustee's own
rights, duties or immunities under this Indenture.  The Trustee
shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of
any amendment, supplement or waiver authorized pursuant to this
Article VIII is authorized or permitted by this Indenture.


                            ARTICLE IX

                   RIGHT TO REQUIRE REPURCHASE

     SECTION 9.1.  Repurchase of Securities at Option of the Holder
Upon a Change of Control.

     (a)  In the event that a Change of Control occurs, each Holder
shall have the right, at such Holder's option, pursuant to an
irrevocable and unconditional offer by the Company or Finance (the
"Change of Control Offer") subject to the terms and conditions of
this Indenture, to require the Issuers to repurchase all or any
part of such Holder's Securities (provided, however, that the
principal amount of such Securities at maturity must be $1,000 or
an integral multiple thereof) on a date selected by the Issuers
that is no later than 35 Business Days after the occurrence of such
Change of Control (the "Change of Control Purchase Date"), at a
cash price (the "Change of Control Purchase Price") equal to 101%
of the principal amount thereof plus (subject to the right of Holders 
of record on a Record Date to receive interest due on an Interest Payment 
Date that is on or prior to such repurchase date and subject to clause 
(b)(4) below) accrued and unpaid interest to the Change of Control Purchase 
Date.  

     (b)  In the event of a Change of Control, the Company or Finance 
shall be required to commence an offer to purchase Securities (a "Change of 
Control Offer") as follows:

          (i)  the Change of Control Offer shall commence within 10
Business Days following the occurrence of the Change of Control; 

          (ii)  the Change of Control Offer shall remain open for
not less than 20 Business Days following its commencement (the
"Change of Control Offer Period");

          (iii)  upon the expiration of the Change of Control Offer
Period, the Issuers shall purchase all of the properly tendered
Securities at the Change of Control Purchase Price, plus accrued
and unpaid interest thereon;

          (iv)  if the Change of Control Purchase Date is on or
after a Record Date and on or before the related interest payment
date, any accrued interest will be paid to the Person in whose name
a Security is registered at the close of business on such Record
Date, and no additional interest will be payable to Security holders
who tender Securities pursuant to the Change of Control Offer;

          (v)  the Issuers shall provide the Trustee and the Paying
Agent with written notice of the Change of Control Offer at least
three Business Days before the commencement of any Change of
Control Offer; and

          (vi)  on or before the commencement of any Change of
Control Offer, the Company, Finance or the Registrar (upon the
request and at the expense of the Issuers) shall send, by firstclass mail, 
a notice to each of the Securityholders, which (to the extent consistent with
this Indenture) shall govern the terms of the Change of Control Offer and 
shall state:

               (1)  that the Change of Control Offer is being made
pursuant to such notice and this Section 9.1 and that all Securities, or 
portions thereof, tendered will be accepted for payment;

               (2)  the Change of Control Purchase Price (including
the amount of accrued and unpaid interest, subject to clause (b)(4)
above) and the Change of Control Purchase Date;

               (3)  that any Security, or portion thereof, not
tendered or accepted for payment will continue to accrue interest; 

               (4)  that, unless the Company defaults in depositing
Cash with the Paying Agent in accordance with the last paragraph of
this Article IX or such payment is prevented, any Security, or portion 
thereof, accepted for payment pursuant to the Change of Control Offer shall 
cease to accrue interest after the Change of Control Purchase Date;

               (5)  that Holders electing to have a Security, or
portion thereof, purchased pursuant to a Change of Control Offer
will be required to surrender the Security, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Security
completed, to the Paying Agent (which may not for purposes of this
Section 9.1, notwithstanding anything in this Indenture to the
contrary, be either of the Issuers or any Affiliate of the Issuers)
at the address specified in the notice prior to the expiration of
the Change of Control Offer;

               (6)  that Holders will be entitled to withdraw their
election, in whole or in part, if the Paying Agent (which may not
for purposes of this Section 9.1, notwithstanding anything in this
Indenture to the contrary, be either of the Issuers or any Affiliate of 
the Issuers) receives, up to the close of business on the Change of Control 
Purchase Date, a telegram, telex, facsimile transmission or letter setting 
forth the name of the Holder, the principal amount of the Securities the 
Holder is withdrawing and a statement that such Holder is withdrawing his 
election to have such principal amount of Securities purchased; and

               (7)  a brief description of the events resulting in
such Change of Control.

     The Issuers agree that any such Change of Control Offer shall
be made in compliance with all applicable federal and state laws,
rules and regulations, including, if applicable, Regulation 14E
under the Exchange Act and the rules thereunder and all other
applicable federal and state securities laws, and any provisions of
this Indenture which conflict with such laws shall be deemed to be
superseded by the provisions of such laws.  

     On or before the Change of Control Purchase Date, the Issuers
shall (a) accept for payment Securities or portions thereof
properly tendered pursuant to the Change of Control Offer, (b)
deposit with the Paying Agent Cash sufficient to pay the Change of
Control Purchase Price (together with accrued and unpaid interest)
of all Securities or portions thereof so tendered and (iii) deliver
to the Trustee Securities so accepted together with an Officers'
Certificate listing the Securities or portions thereof being purchased.  
The Paying Agent promptly shall mail to Holders of Securities so accepted 
payment in an amount equal to the Change of Control Purchase Price (together 
with accrued and unpaid interest) for such Securities, and the Trustee or its
authenticating agent shall promptly authenticate and mail or deliver to such 
Holders a new Security equal in principal amount to any unpurchased portion
of the Security surrendered; provided, however, that each such new
Security will be in a principal amount of $1,000 or an integral
multiple thereof.  Any Securities not so accepted shall be promptly
mailed or delivered by the Issuers to the Holder thereof.  The
Issuers shall publicly announce the results of the Change of Control Offer 
on or as soon as practicable after the Change of Control Purchase Date.


                            ARTICLE X

                             SECURITY

     SECTION 10.1.  Security Interest.

     (a)  In order to secure the prompt and complete payment and
performance in full of the Issuers' obligations hereunder, the
Issuers, the Trustee and the Securities Intermediary, as applicable, have 
entered into this Indenture and the Security and Control Agreement required 
to be entered into on the Issue Date.  Each Holder, by accepting a Security, 
agrees to all of the terms and provisions of this Indenture and the Security 
and Control Agreement, and the Trustee agrees to all of the terms and 
provisions of this Indenture and the Security and Control Agreement, as this
Indenture and the Security and Control Agreement may be amended
from time to time pursuant to the provisions thereof and hereof.

     (b)  The Note Collateral as now or hereafter constituted shall
be held for the equal and ratable benefit of the Holders without
preference, priority or distinction of any thereof over any other
by reason of difference in time of issuance, sale or otherwise, as
the only security for the Issuers' obligations hereunder. 

     (c)  The provisions of TIA 314(d), and provisions of TIA
314(c)(3) to the extent applicable by specific reference in this
Article X, are hereby incorporated by reference herein as if set
forth in their entirety.

     SECTION 10.2.  Recording; Opinions of Counsel.

     (a)  Each of the Issuers represents that it has caused to be
executed and delivered, filed and recorded and covenants that it
will promptly cause to be executed and delivered, file and
recorded, all instruments and documents, and has done and will do
or will cause to be done all such acts and other things, at the
Issuers' expense, as are necessary to effect and maintain valid and
perfected security interests in the Note Collateral.  Each of the
Issuers shall, as promptly as practicable, cause to be executed and
delivered, filed and recorded all instruments and do all acts and
other things as may be required by law to perfect, maintain and
protect the security interests under the Security and Control
Agreement and herein.

     (b)  The Issuers shall furnish to the Trustee, concurrently
with the execution and delivery of this Indenture and the Security
and Control Agreement and promptly after the execution and delivery
of any amendment thereto or any other instrument of further
assurance, an Opinion(s) of Counsel stating that, in the opinion of
such counsel, subject to customary exclusions and exceptions
reasonably acceptable to the Trustee, either (i) this Indenture,
the Security and Control Agreement, any such amendment and all
other instruments of further assurance have been properly recorded,
registered and filed and all such other action has been taken to
the extent necessary to make effective valid security interests and
to perfect the first priority security interests intended to be
created by this Indenture and the Security and Control Agreement,
and reciting the details of such action, or (ii) no such action is
necessary to make effective and maintain in full force and effect
the validity and perfection of the security interests under the
Security and Control Agreement and hereunder.

     (c)  The Issuers shall furnish to the Trustee, on or prior to
November 1 of each year commencing in 1999, an Opinion(s) of
Counsel, dated as of such date, stating that, in the opinion of
such counsel, subject to customary exclusions and exceptions
reasonably acceptable to the Trustee, either (i) all such action
has been taken with respect to the recording, registering, filing,
rerecording and refiling of this Indenture, all supplemental
indentures, the Security and Control Agreement, financing state
ments, continuation statements and all other instruments of further
assurance as is necessary to maintain the validity and perfection
of first priority security interests under the Security and Control
Agreement and hereunder in full force and effect and reciting the
details of such action, and stating that all financing statements
and continuation statements have been executed and filed and such
other actions taken that are necessary fully to preserve and
protect the rights of the Holders and the Trustee hereunder and
under the Security and Control Agreement, or (ii) no such action is
necessary to maintain in full force and effect the validity and
perfection of the security interests under the Security and Control
Agreement and hereunder.

     SECTION 10.3.  Interest Reserve Account.

     The Company shall establish and maintain with Securities
Intermediary pursuant to the terms of the Security and Control
Agreement an Interest Reserve Account which shall hold Investment
Grade Securities and Government Securities purchased with (a) a
portion of the net proceeds of the Offering in the amount of
approximately $11.875 million (representing an amount of funds
equal to the interest payments due on the Securities on the
following two Interest Payment Dates), (b) the first $15 million
from the Mohegan Note Transfer Proceeds and (c) all Required IRA
True-Up Payments.  The Company shall grant a valid, perfected and
exclusive security interest in favor of the Trustee for the equal
and ratable benefit of the Holders in the Interest Reserve Account
without preference, priority, or distinction of any thereof over
any other thereof by reason of difference in time of issuance, sale
or otherwise, as security for the prompt and complete performance
and payment in full of the Issuers' obligations hereunder.  The
funds from time to time on deposit in the Interest Reserve Account
may be disbursed from such account only for the purposes and in the
manner provided for in the Security and Control Agreement.

     SECTION 10.4.  Certain Releases of Note Collateral.

     Subject to applicable law, the release of any Note Collateral
from Liens created by the Security and Control Agreement or the
release of, in whole or in part, the Liens created by the Security
and Control Agreement, will not be deemed to impair the Security
and Control Agreement in contravention of the provisions of this
Indenture if and to the extent the Note Collateral or Liens are
released pursuant to, and in accordance with, the Security and
Control Agreement or pursuant to, and in accordance with, the terms
hereof.  To the extent applicable, without limitation, the Issuers
and each other obligor, if any, on the Securities shall cause TIA
314(d), relating to the release of property or securities from
the Liens of the Security and Control Agreement, to be complied
with.  Any certificate or opinion required by TIA 314(d) may be
made by two Officers, except in cases in which TIA 314(d)
requires that such certificate or opinion be made by an independent
person.

     SECTION 10.5.  Payment of Expenses.

     On demand of the Trustee, the Issuers forthwith shall pay or
satisfactorily provide for all reasonable expenditures incurred by
the Trustee under this Article X, including the reasonable fees and
expenses of counsel and all such sums shall be a Lien upon the Note
Collateral and shall be secured thereby and permitted hereby.

     SECTION 10.6.  Suits to Protect the Note Collateral.

     Subject to Section 10.1 of this Indenture and to the provisions 
of the Security and Control Agreement, the Trustee shall have
power to institute and to maintain such suits and proceedings as it
may deem expedient to prevent any impairment of the Note Collateral
by any acts which may be unlawful or in violation of the Security
and Control Agreement or this Indenture, including the power to
institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other
governmental enactment, rule or order that may be unconstitutional
or otherwise invalid or if the enforcement of, or compliance with,
such enactment, rule or order would impair the security interests
in contravention of this Indenture or be prejudicial to the
interests of the Holders or of the Trustee.  The Trustee shall give
notice to the Issuers promptly following the institution of any
such suit or proceeding.

     SECTION 10.7.  Trustee's Duties.

     The powers and duties conferred upon the Trustee by this
Article X are solely to protect the security interests and shall
not impose any duty upon the Trustee to exercise any such powers
and duties, except as expressly provided in this Indenture or the
TIA.  The Trustee shall be under no duty to the Issuers or any
Holder whatsoever to make or give any presentment, demand for
performance, notice of nonperformance, protest, notice of protest,
notice of dishonor, or other notice or demand in connection with
any Note Collateral, or to take any steps necessary to preserve any
rights against prior parties except as expressly provided in this
Indenture.  The Trustee shall not be liable to the Issuers or any
Holder for failure to collect or realize upon any or all of the
Note Collateral, or for any delay in so doing, nor shall the
Trustee be under any duty to the Issuers or any Holder to take
action whatsoever with regard thereto.  The Trustee shall have no
duty to the Issuers or any Holder to comply with any recording,
filing, or other legal requirements necessary to establish or
maintain the validity, priority or enforceability of the security
interests in, or the Trustee's rights in or to, any of the Note
Collateral.


                            ARTICLE XI

                          MISCELLANEOUS

     SECTION 11.1.  TIA Controls.

     If any provision of this Indenture limits, qualifies, or
conflicts with the duties imposed by operation of the TIA, the
imposed duties, upon qualification of this Indenture under the TIA,
shall control.

     SECTION 11.2.  Notices.

     Any notices or other communications to the Issuers, Paying
Agent, Registrar, Securities Custodian, transfer agent or the
Trustee required or permitted hereunder shall be in writing, and
shall be sufficiently given if made by hand delivery, by telex, by
telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

                                      if to the Issuers:

                                       Waterford Gaming, L.L.C.
                                       Waterford Gaming Finance Corp.
                                       914 Hartford Turnpike
                                       P.O. Box 715
                                       Waterford, CT  06385
                                       Attention:  Len Wolman
                                       Telephone:  (860) 442-4559
                                       Telecopy:  (860) 437-7752

                                      if to the Trustee:

                                       State Street Bank and Trust Company
                                       Goodwin Square
                                       225 Asylum St.
                                       Hartford, CT  06103
                                       Attention: Corporate Trust Adminis-
                                                  tration
                                       (Waterford Gaming, L.L.C./
                                        Waterford Gaming Finance Corp. 
                                        9-1/2% Senior Notes due 2010)
                                        Telephone:  (860) 244-1842
                                        Telecopy:  (860) 244-1889


     Any party by notice to each other party may designate
additional or different addresses as shall be furnished in writing
by such party.  Any notice or communication to any party shall be
deemed to have been given or made as of the date so delivered, if
personally delivered; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and five Business Days after mailing 
if sent by registered or certified mail, postage prepaid
(except that a notice of change of address shall not be deemed to
have been given until actually received by the addressee).

     Any notice or communication mailed to a Securityholder shall
be mailed to him or her by first-class mail or other equivalent
means at his or her address as it appears on the registration books
of the Registrar and shall be sufficiently given to him or her if
so mailed within the time prescribed.  Any notice or communication
shall also be so mailed to any Person described in TIA 313(c), to
the extent required by the TIA.

     Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect
to other Securityholders.  If a notice or communication is mailed
in the manner provided above, it is duly given, whether or not the
addressee receives it.

     If the Issuers mail a notice or communication to Security
holders, they shall mail a copy to the Trustee and each Agent at the same 
time.

     SECTION 11.3.  Communications by Holders with Other Holders.

     Securityholders may communicate pursuant to TIA 312(b) with
other Securityholders with respect to their rights under this
Indenture or the Securities.  The Issuers, the Trustee, the
Registrar and any other Person shall have the protection of TIA 
312(c).

     SECTION 11.4.  Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by either or both of the
Issuers to the Trustee to take any action under this Indenture,
such Person shall furnish to the Trustee:

     (a)  an Officers' Certificate (in form and substance reasonably 
satisfactory to the Trustee) stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been met; and

     (b)  an Opinion of Counsel (in form and substance reasonably
satisfactory to the Trustee) stating that, in the opinion of such
counsel, all such conditions precedent have been met;

provided, however, that in the case of any such request or
application as to which the furnishing of particular documents is
specifically required by any provision of this Indenture, no
additional certificate or opinion need be furnished under this
Section 11.4.

     SECTION 11.5.  Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture 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 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 met; and

     (d)  a statement as to whether or not, in the opinion of each
such Person, such condition or covenant has been met; provided,
however, that with respect to matters of fact an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public
officials.

     SECTION 11.6.  Rules by Trustee, Paying Agent, Registrar.

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

     SECTION 11.7.  Non-Business Days.

     If a payment date is not a Business Day at such place, payment
may be made at such place on the next succeeding day that is a
Business Day, and no interest shall accrue for the intervening
period.

     SECTION 11.8.  Governing Law.

     THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS
APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW
YORK INCLUDING WITHOUT LIMITATION SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS
AND RULES 327(b).  EACH OF THE ISSUERS HEREBY IRREVOCABLY SUBMITS
TO THE JURISDICTION OF ANY NEW YORK STATE COURT SITTING IN THE BOROUGH 
OF MANHATTAN IN THE CITY OF NEW YORK OR ANY FEDERAL COURT
SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN
RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS INDENTURE AND THE SECURITIES, AND IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, JURISDICTION OF THE AFORESAID COURTS.  EACH OF THE
ISSUERS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY 
DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION
WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND
ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY
SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  NOTHING
HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY SECURITYHOLDER
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE 
LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE ISSUERS IN
ANY OTHER JURISDICTION.

     SECTION 11.9.  No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Issuers.  Any such indenture, loan or
debt agreement may not be used to interpret this Indenture.

     SECTION 11.10.  No Recourse against Others.

     No direct or indirect stockholder, member, employee, officer,
manager or director, as such, past, present or future of the
Issuers or any successor entity, shall have any personal liability
in respect of the obligations of the Issuers under the Securities,
this Indenture or the Security and Control Agreement by reason of
his, her or its status as such stockholder, member, employee,
officer, manager or director.  Each Securityholder by accepting a
Security waives and releases all such liability.  Such waiver and
release are part of the consideration for the issuance of the Securities.

     SECTION 11.11.  Successors.

     All agreements of the Issuers in this Indenture and the
Securities shall bind their respective successors.  All agreements
of the Trustee in this Indenture shall bind its successor.

     SECTION 11.12.  Duplicate Originals.

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

     SECTION 11.13.  Severability.

     In case any one or more of the provisions in this Indenture or
in the Securities shall be held invalid, illegal or unenforceable,
in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of
the remaining provisions shall not in any way be affected or impaired 
thereby, it being intended that all of the provisions hereof
shall be enforceable to the full extent permitted by law.

     SECTION 11.14.  Table of Contents, Headings, Etc.

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

                               SIGNATURES

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


                         WATERFORD GAMING, L..L.C.



                         By:                                     
                              Name:
                              Title:





                         WATERFORD GAMING FINANCE CORP.



                         By:                                     
                              Name:
                              Title:





                         STATE STREET BANK AND TRUST COMPANY, as
                         Trustee, Registrar, Paying Agent and
                         Securities Custodian



                         By:                                     
                              Name: 
                              Title:


                                                        Exhibit A


                    WATERFORD GAMING, L.L.C.
                  WATERFORD GAMING FINANCE CORP.

                     9-1/2% SENIOR NOTE DUE 2010

                                               CUSIP:  941388 AD2
                                                       No.                  
                                                       $_________
                                                        _________
 

          Waterford Gaming, L.L.C., a Delaware limited liability
company (the "Company"), and Waterford Gaming Finance Corp., a
Delaware corporation ("Finance" and together with the Company, the
"Issuers"), for value received, hereby promise to pay to          
________________, or registered assigns, the principal sum of  
_______________ Dollars, on March 15, 2010.

          Interest Payment Dates:  March 15 and September 15, commencing 
September 15, 1999.

          Record Dates:  March 1 and September 1.

          Reference is made to the further provisions of this Security on 
the reverse side, which will, for all purposes, have the same effect as if 
set forth at this place.


         IN WITNESS WHEREOF, the Issuers have caused this Instrument to be 
duly executed.

Dated:  March __, 1999


                                          WATERFORD GAMING, L.L.C.



                                          By:                                  
                                             Name:  
                                             Title: 

Attest:                                      
      Name:
      Title:



                                           WATERFORD GAMING FINANCE CORP.



                                            By:                              
                                               Name:  
                                               Title: 

Attest:                                        
      Name:
      Title:



         FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Securities described in the withinmentioned 
Indenture.

STATE STREET BANK AND TRUST COMPANY
as Trustee and 
Authenticating Agent



By:                                         
    Authorized Signatory




                     WATERFORD GAMING, L.L.C.
                  WATERFORD GAMING FINANCE CORP.

                     9-1/2% Senior Note due 2010

     Unless and until it is exchanged in whole or in part for
Securities in definitive form, this Security 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 Issuers or their 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 requested by
an authorized representative of DTC (and any payment is made to Cede
& Co. or such other entity as is 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 SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, ACCORD
     INGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR
     TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS
     SET FORTH BELOW.  BY ITS ACQUISITION HEREOF, THE HOLDER (1)
     REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
     DEFINED IN RULE 144A UNDER THE SECURITIES ACT) WHICH, IN THE
     CASE OF A DEALER, OWNS AND INVESTS ON A DISCRETIONARY BASIS AT
     LEAST $25.0 MILLION OF SECURITIES OF ISSUERS THAT ARE NOT
     AFFILIATED WITH THE DEALER, (2) AGREES THAT IT WILL NOT WITHIN
     TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY RESELL
     OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY,
     FINANCE OR ANY SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES
     TO A QUALIFIED INSTITUTIONAL BUYER WHICH, IN THE CASE OF A
     DEALER, OWNS AND INVESTS ON A DISCRETIONARY BASIS AT LEAST
     $25.0 MILLION OF SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED
     WITH THE DEALER, IN COMPLIANCE WITH RULE 144A UNDER THE
     SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITU
     TIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2),
     (3) OR (7) UNDER THE SECURITIES ACT) WHICH, IN THE CASE OF A
     DEALER, OWNS AND INVESTS ON A DISCRETIONARY BASIS, AT LEAST
     $25.0 MILLION OF SECURITIES THAT ARE NOT AFFILIATED WITH THE
     DEALER AND IN THE CASE OF ALL OTHER INSTITUTIONAL ACCREDITED
     INVESTORS, AT LEAST $5.0 MILLION, THAT, PRIOR TO SUCH TRANSFER,
     FURNISHES (OR HAS FURNISHED ON ITS BEHALF BY A U.S. BROKER-
     DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
     REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON
     TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE
     OBTAINED FROM THE TRUSTEE FOR THIS SECURITY), (D) PURSUANT TO
     THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
     SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
     THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS SECURITY IS
     TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
     LEGEND.  IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY
     WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY,
     IF THE PROPOSED TRANSFEREE IS AN INSTITUTIONAL ACCREDITED
     INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO
     THE TRUSTEE, THE COMPANY AND FINANCE SUCH CERTIFICATIONS, LEGAL
     OPINIONS OR OTHER INFORMATION AS ANY OF THEM MAY REASONABLY
     REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT
     TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. 

          THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER
     SECTION 1273 OF THE INTERNAL REVENUE CODE.  YOU MAY CONTACT
     ALAN ANGEL, THE CHIEF FINANCIAL OFFICER OF THE COMPANY AT 914
     HARTFORD TURNPIKE, WATERFORD, CONNECTICUT 06385, TELEPHONE
     NUMBER (860) 442-4559, WHO WILL PROVIDE YOU WITH ANY REQUIRED
     INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.

1.   Interest.

     Waterford Gaming, L.L.C., a Delaware limited liability company
(the "Company"), and Waterford Gaming Finance Corp., a Delaware
corporation ("Finance" and together with the Company, the "Issuers"), 
promise to pay interest on the principal amount of this
Security at the rate of 9-1/2% per annum from March 17, 1999  until
maturity.  To the extent it is lawful, the Issuers promise to pay
interest on any interest payment due but unpaid on such principal
amount at a rate of 9-1/2% per annum compounded semi-annually.

     The Issuers will pay interest semi-annually on March 15 and 
September 15 of each year or, if any such day is not a Business Day,
on the next succeeding Business Day (each, an "Interest Payment
Date"), commencing  September 15, 1999.  Interest on the Securities
will accrue from the most recent date to which interest has been
paid or, if no interest has been paid on the Securities, from the
date of issuance.  Interest will be computed on the basis of a 360-day 
year consisting of twelve 30-day months.

2.   Method of Payment.

     The Issuers shall pay interest on the Securities (except
defaulted interest) to the Persons who are the registered Holders
at the close of business on the  March 1 or  September 1 immediately
preceding the Interest Payment Date.  Holders must surrender Securities 
to a Paying Agent to collect principal payments.  Except as
provided below, the Issuers shall pay principal and interest in such
coin or currency of the United States of America as at the time of
payment shall be legal tender for payment of public and private
debts ("Cash").  The Securities will be payable as to principal,
premium and interest, and the Securities may be presented for registration 
of transfer or exchange, at the office or agency of the Issuers maintained 
for such purpose within the Borough of Manhattan, the City and State of New 
York or, at the option of the Issuers, payment of interest may be made by 
check mailed to the Holders at their addresses set forth in the register of 
Holders, and provided that payment by wire transfer of immediately available 
funds will be required with respect to principal, premium and interest on all
Global Securities and all other Securities the Holders of which
shall have provided wire transfer instructions to an account within
the United States to the Issuers or the Paying Agent.  Until otherwise 
designated by the Issuers, the Issuers' office or agency will
be the corporate trust office of the Trustee presently located at
the Trustee's agency at  Goodwin Square, 225 Asylum Street,
Hartford, Connecticut  06103, Attention: Corporate Trust Operations,
and the Issuer's office or agency in The Borough of Manhattan and
City and State of New York will be State Street Bank and Trust
Company N.A., 61 Broadway, New York, New York 10006, Attention: 
Corporate Trust (Waterford Gaming, L.L.C./Waterford Gaming Finance
Corp. 9-1/2% Senior Notes due 2010).

3.   Paying Agent and Registrar.

     Initially, State Street Bank and Trust Company (the "Trustee,"
which term includes any successor Trustee under the Indenture) will
act as Paying Agent and Registrar.  The Issuers may change any
Paying Agent, Registrar or co-Registrar without notice to the
Holders.  The Issuers may, subject to certain exceptions, act as
Paying Agent, Registrar or co-Registrar.

4.   Indenture.

     The Issuers issued the Securities under an Indenture, dated as
of March 17, 1999 (the "Indenture"), among the Issuers and the
Trustee.  Capitalized terms herein are used as defined in the Indenture 
unless otherwise defined herein.  The terms of the Securities
include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act, as in effect on
the date of the Indenture.  The Securities are subject to all such
terms, and Holders of Securities are referred to the Indenture and
said Act for a statement of them.  The Securities are senior
secured, joint and several general obligations of the Issuers limited 
in aggregate principal amount to $125,000,000.

     5.   Mandatory Redemption with Excess Cash Flow or Upon Exercise of
     Buy/Sell Option.

          The Issuers will be required to make a mandatory redemption 
on each March 15 and  September 15, commencing  September 15, 1999, of 
Securities in the largest principal amount that is an
integral multiple of $1,000, that may be redeemed using 100% of
Company Excess Cash as of the preceding February 1 and  August 1,
respectively, less all Required IRA True-Up Payments and less any
amount set aside for the payment of accrued and unpaid interest on
the Interest Payment Date which corresponds to the Redemption Date
for which the determination is being made, at the following
redemption prices (expressed as percentage of principal amount) if
redeemed during the 12-month period commencing  March 15 of the
years indicated below, in each case (subject to the right of Holders
of record on a Record Date to receive interest due on an Interest
Payment Date that is on or prior to such Redemption Date) together
with accrued and unpaid interest thereon to the Redemption Date:

         Year                                                 Percentage

         1999. . . . . . . . . . . . . . . . . . . . . . .     109.500%
         2000. . . . . . . . . . . . . . . . . . . . . . .     108.636   
         2001. . . . . . . . . . . . . . . . . . . . . . .     107.773   
         2002. . . . . . . . . . . . . . . . . . . . . . .     106.909   
         2003. . . . . . . . . . . . . . . . . . . . . . .     106.045   
         2004. . . . . . . . . . . . . . . . . . . . . . .     105.182   
         2005. . . . . . . . . . . . . . . . . . . . . . .     104.318   
         2006. . . . . . . . . . . . . . . . . . . . . . .     103.455   
         2007. . . . . . . . . . . . . . . . . . . . . . .     102.591   
         2008. . . . . . . . . . . . . . . . . . . . . . .     101.727   
         2009. . . . . . . . . . . . . . . . . . . . . . .     100.864
         2010. . . . . . . . . . . . . . . . . . . . . . .     100.000% 

     In the event that either the Company or Sun International shall
deliver an election to either buy or sell the other party's interest
in the Manager pursuant to a Buy Out Notice or be deemed to have
delivered an election to sell such interest and such election to buy
or sell is consummated, the Issuers will be required to make a
mandatory redemption of all the Securities then outstanding, at the
Redemption Prices described above (subject to the right of Holders
of record on a Record Date to receive interest due on an Interest
Payment Date that is on or prior to such Redemption Date) together
with accrued and unpaid interest thereon to the Redemption Date. 
Such redemption shall be made on a date no more than 35 days after
the date of the Closing (as such term is defined in the Partnership
Agreement) under the option.  Notwithstanding the foregoing, neither
a purchase by the Company of Sun Cove's partnership interest in the
Manager which is fully funded with a Group Flow-Through Payment,
nor, if the option to buy such interest is transferred to Waterford
Group, a purchase by Waterford Group or an Affiliate of Waterford
Group, shall trigger a mandatory redemption.

6.   Optional Redemption.

     Except as provided above in Paragraph 5 and below in Paragraph
7, the Issuers will not have the right to redeem any Securities
prior to March 15, 2004.  The Securities will be redeemable for cash
at the option of the Issuers, in whole or in part, at any time on
or after March 15, 2004, with all or a portion of Company Excess
Cash, less Required IRA True-Up Payments as of the date notice is
given at the following redemption prices (expressed as percentages
of the principal amount) if redeemed during the 12-month period
commencing March 15 of the years indicated below, in each case
(subject to the right of Holders of record on a Record Date to
receive interest due on an Interest Payment Date that is on or prior
to such Optional Redemption Date) together with accrued and unpaid
interest thereon to the Optional Redemption Date:

         Year                                                      Percentage

         2004. . . . . . . . . . . . . . . . . . . . . . .          105.182%
         2005. . . . . . . . . . . . . . . . . . . . . . .          104.318   
         2006. . . . . . . . . . . . . . . . . . . . . . .          103.455   
         2007. . . . . . . . . . . . . . . . . . . . . . .          102.591   
         2008. . . . . . . . . . . . . . . . . . . . . . .          101.727   
         2008. . . . . . . . . . . . . . . . . . . . . . .          100.864   
         2009. . . . . . . . . . . . . . . . . . . . . . .          100.000%

7.   Regulatory Redemption.

     Notwithstanding any other provisions of the Indenture, if any
Gaming Regulatory Authority requires that a Holder or beneficial
owner of the Securities must be licensed, qualified or found
suitable under any applicable gaming laws in order to maintain any
gaming license or franchise related to the Mohegan Sun 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 Company shall have the
right, at its option:

     (a)  to require such Holder or beneficial owner to dispose of
such Holder's or beneficial owner's Securities 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

     (b)  to call for redemption of the Securities of such Holder
or beneficial owner (a "Required Redemption") at a redemption price
equal to (i) the lesser of the principal amount thereof or, if
required by such Gaming Authority, the price at which such Holder
or beneficial owner acquired the Securities, if less than the
principal amount thereof, together with, in either case, accrued and
unpaid interest to the earlier of the date of redemption or the date
of the finding of unsuitability by such Gaming Regulatory Authority,
which may be less than 30 days following the notice of redemption
if so ordered by such Gaming Regulatory Authority or (ii) such other
amount as may be determined by such Gaming Regulatory Authority.

     In connection with any Required Redemption, and except as may
be required by a Gaming Regulatory Authority, the Company shall
comply with the procedures contained in the Indenture for redemptions 
of the Securities.  The Company is not required to pay or
reimburse any Holder of the Securities or beneficial owner of
Securities 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 will, therefore, be the obligation of such Holder or
beneficial owner.

8.   Procedures for Redemption.

     In the case of a partial redemption, the Trustee shall select
the Securities or portions thereof for redemption on a pro rata
basis, by lot or in such other manner it deems appropriate and fair;
provided, however, that mandatory and optional redemptions from
Company Excess will be done as nearly as practicable on a pro rata
basis.  The Securities may be redeemed in part in multiples of
$1,000 only.

     Except in the case of any Required Redemption, as otherwise
required by any applicable Gaming Regulatory Authority, notice of
any redemption will be sent by first class mail, at least 30 days
and not more than 60 days prior to the date fixed for redemption to
the Holder of each Security to be redeemed at such Holder's last address 
as then shown upon the registry books of the Registrar.

     Any notice which relates to a Security to be redeemed in part
only must state the portion of the principal amount equal to the
unredeemed portion thereof and must state that on and after the date
of redemption, upon surrender of such Security, a new Security or
Securities in a principal amount equal to the unredeemed portion
thereof will be issued.  On and after the date of redemption,
interest will cease to accrue on the Securities or portions thereof
called for redemption, unless the Issuers default in the payment
thereof.

9.   Denominations; Transfer; Exchange.

     The Securities are in fully registered form, without coupons,
in denominations of $1,000 and integral multiples of $1,000.  A
Holder may register the transfer of Securities in accordance with
the Indenture.  No service charge will be made for any registration
of transfer or exchange of the Securities, but the Issuers may require 
a Holder, among other things, to furnish appropriate endorsements 
and transfer documents and to pay any taxes or other governmental 
charge payable in connection therewith.  The Registrar need
not register the transfer of or exchange any Securities selected for
redemption.

     Any purported transfer in violation of the transfer restrictions 
set forth herein and in the Indenture which shall require
either of the Issuers to be required to register as an "investment
company" (as the term is defined in the Investment Company Act of
1940, as amended) shall be void ab initio.

10.  Persons Deemed Owners.

     The registered Holder of a Security may be treated as the owner
     of it for all purposes.

11.  Unclaimed Money.

     If money for the payment of principal or interest remains
unclaimed for two years, the Trustee and the Paying Agent(s) will
pay the money back to the Issuers at their written request.  After
that, all liability of the Trustee and any such Paying Agent(s) with
respect to such money shall cease.

12.  Discharge Prior to Redemption or Maturity.

     Except as set forth in the Indenture, if the Issuers irrevocably 
deposit with the Trustee, in trust, for the benefit of the
Holders, Cash, U.S. Government Obligations 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 interest on the Securities to redemption or maturity and comply
with the other provisions of the Indenture relating thereto, the Issuers will
be discharged from certain provisions of the Indenture and the Securities 
(including the restrictive covenants described in Paragraph 14 below, but 
excluding their obligation to pay the principal of and interest on the 
Securities).

13.  Amendment; Supplement; Waiver.

     Subject to certain exceptions, the Indenture or the Securities
may be amended or supplemented with the written consent of the
Holders of a majority in aggregate principal amount of the Securities then 
outstanding, and any existing Default or Event of Default or compliance with 
any provision may be waived with the consent of the Holders of a majority in 
aggregate principal amount of the Securities then outstanding; provided, that
no such amendment, supplemental indenture or waiver shall without the consent
of the Holders of not less than 66 % of the aggregate principal amount of
Securities at the time outstanding alter the Security and Control
Agreement or the provisions (including the defined terms used
therein) of Section 9.1 of the Indenture in a manner adverse to the
Holders and the amendment or supplement of certain provisions of the
Indenture require the consent of each Holder.  Without notice to or
consent of any Holder, the parties thereto may under certain circumstances 
amend or supplement the Indenture or the Securities to, among other things, 
cure any ambiguity, defect or inconsistency, or make any other change that 
does not adversely affect the rights of any Holder of a Security.

14.  Restrictive Covenants and Excess Cash Purchase Offers.

     The Indenture imposes certain limitations on the ability of the
Issuers to, among other things, incur additional Indebtedness and
Disqualified Capital Stock, pay dividends or make certain other
restricted payments, enter into certain transactions with Affiliates, 
incur Liens, sell assets, merge or consolidate with any other
Person or transfer (by lease, assignment or otherwise) substantially
all of the properties and assets of the Issuers.  The limitations
are subject to a number of important qualifications and exceptions. 
The Issuers must periodically report to the Trustee on compliance
with such limitations.

     In addition, the Indenture requires the Company to accept
Remaining Excess Cash Purchase Offers or any other offer to purchase
Mohegan Notes, subject to certain qualifications, exceptions and
requirements.

15.  Repurchase at Option of Holder.

     If there is a Change of Control, the Issuers shall be required
to offer to purchase on the Change of Control Purchase Date all
outstanding Securities at a purchase price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any,
to the Change of Control Purchase Date.  Holders of Securities will
receive a Change of Control Offer from the Issuers prior to any
related Change of Control Purchase Date and may elect to have such
Securities purchased by completing the form entitled "Option of
Holder to Elect Purchase" appearing below.

16.  Security for the Securities.

     The obligations of the Issuers with respect to the Securities
are secured on an exclusive basis by a pledge of the Note Collateral.  
The Company has entered into the Security and Control Agreement that 
provide for the pledge of the Note Collateral to the Trustee for the 
benefit of the Holders of the Securities.  Such pledge secures the payment 
and performance when due of all of the obligations of the Issuers under the 
Indenture and the Securities.

     Following an Event of Default, the Trustee, on behalf of the
Holders of the Securities, in addition to any rights or remedies
available to it under the Indenture, may take such action as it
deems advisable to protect and enforce its rights in the Note
Collateral, including the institution of foreclosure proceedings. 


17.  Defaults and Remedies.

     If an Event of Default occurs and is continuing (other than an
Event of Default relating to certain events of bankruptcy, insolvency 
or reorganization), then in every such case, unless the principal of 
all of the Securities shall have already become due and payable, 
either the Trustee or the Holders of 25% in aggregate principal 
amount of Securities then outstanding may declare all the
Securities to be due and payable in the manner and with the effect
provided in the Indenture.  Holders of Securities may not enforce
the Indenture or the Securities except as provided in the Indenture. 
The Trustee may require indemnity satisfactory to it before it
enforces the Indenture, the Security and Control Agreement or the
Securities.  Subject to certain limitations, Holders of a majority
in aggregate principal amount of the Securities then outstanding may
direct the Trustee in its exercise of any trust or power.  The
Trustee may withhold from Holders of Securities notice of any
continuing Default or Event of Default (except a Default in payment
of principal or interest), if it determines that withholding notice
is in their interest.

18.  Trustee or Agent Dealings with Issuers.

     The Trustee and each Agent under the Indenture, in its individual 
or any other capacity, may make loans to, accept deposits from,
and perform services for the Issuers or their Affiliates, and may
otherwise deal with the Issuers or their Affiliates as if it were
not the Trustee and such Agent.

19.  No Recourse Against Others.

     No direct or indirect stockholder, member, employee, officer,
manager or director, as such, past, present or future, of the
Issuers or any successor entity shall have any personal liability
in respect of the obligations of the Issuers under the Securities
or the Indenture by reason of his or its status as such stockholder,
member, employee, officer, manager or director.  Each Holder of a
Security by accepting a Security waives and releases all such
liability.  The waiver and release are part of the consideration for
the issuance of the Securities.

20.  Authentication.

     This Security shall not be valid until the Trustee or authenticating 
agent signs the certificate of authentication on the other side of this 
Security.

21.  Abbreviations and Defined Terms.

     Customary abbreviations may be used in the name of a Holder of
a Security 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).

22.  CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Issuers will cause
CUSIP numbers to be printed on the Securities as a convenience to
the Holders of the Securities.  No representation is made as to the
accuracy of such numbers as printed on the Securities and reliance
may be placed only on the other identification numbers printed
hereon.

23.  Additional Rights of Holders of Securities.

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

               Waterford Gaming, L.L.C.
               914 Hartford Turnpike
               P.O. Box 715
               Waterford, CT  06385
               Attn:  Len Wolman
               Telephone: (860) 442-4559
               Telecopy:  (860) 437-7752                           



ASSIGNMENT



          I or we assign this Security to

__________________________________________________________
                                                             
__________________________________________________________

__________________________________________________________
(Print or type name, address and zip code of assignee)


          Please insert Social Security or other identifying number
of assignee

_________________________

and irrevocably appoint __________ agent to transfer this Security
on the books of the Issuers.  The agent may substitute another to
act for him.


Dated:  __________ Signed:  ______________________________

__________________________________________________________

                 (Sign exactly as name appears on
                 the other side of this Security)

                        Signature Guarantee




                OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Security purchased by
the Issuers pursuant to Article IX of the Indenture, check the box:
  

          If you want to elect to have only part of this Security
purchased by the Issuers pursuant to Article IX of the Indenture,
as the case may be, state the amount you want to be purchased:
$________



Date:  ________________ Signature: ________________________
                                   (Sign exactly as your name 
                                    appears on the other side of
                                    this Security)



                              Signature Guarantee


          SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITIES

          The following exchanges of a part of this Global Security
for Definitive Securities have been made:


Date of     Amount of     Amount of     Principal Amount     Signature of
Exchange    decrease in   increase in   of this Global       authorized of-
            Principal     Principal     Security following   ficer of Trus-
            Amount of     Amount of     such decrease        tee or Securities
            Global this   this Global   (or increase)        Custodian
            Security      Security







CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION 
OF TRANSFER OF SECURITIES

     Re:  9-1/2% SENIOR NOTES DUE 2010 OF WATERFORD GAMING, L.L.C. AND
          WATERFORD GAMING FINANCE CORP.

     This Certificate relates to $______ principal amount of
Securities held in (check applicable box) _____ book-entry or 
______ definitive form by _____ (the "Transferor").

The Transferor (check applicable box):

          has requested the Registrar by written order to deliver
in exchange for its beneficial interest in the Global Security held
by the Depositary a Security or Securities in definitive, registered
form of authorized denominations and an aggregate principal
amount equal to its beneficial interest in such Global Security (or
the portion thereof indicated above); or

          has requested the Registrar by written order to exchange
or register the transfer of a Security or Securities.

     In connection with such request and in respect of each such
Security, the Transferor does hereby certify that Transferor is
familiar with the Indenture relating to the above-captioned
Securities and as provided in Section 2.6 of such Indenture, the
transfer of this Security does not require registration under the
Securities Act (as defined below) because (check applicable box):

          Such Security is being acquired for the Transferor's own
account, without transfer (in satisfaction of Section 2.6(a)(2)(A)
or Section 2.6(d)(i)(1) of the Indenture).

          Such Security is being transferred to a "qualified
institutional buyer" (as defined in Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act")), which, in the case
of a dealer, owns and invests on a discretionary basis at least
$25.0 million of securities of issuer that are not affiliated with
the dealer, in reliance on Rule 144A (in satisfaction of Section
2.6(a)(2)(B), Section 2.6(b)(i) or Section 2.6(d)(i)(2) of the
Indenture) or pursuant to an effective registration statement under
the Securities Act (in satisfaction of Section 2.6(a)(2)(C)(ii) or
Section 2.6(d)(i)(3)(ii) of the Indenture).

          Such Security is being transferred in accordance with
Rule 144 under the Securities Act (in satisfaction of Section
2.6(a)(2)(C)(i) or Section 2.6(d)(i)(3)(i) of the Indenture) or
pursuant to another exemption from registration under the Securities
Act (in satisfaction of Section 2.6(a)(2)(C)(iii) or Section
2.6(d)(i)(3)(iii) of the Indenture).


                                   _____________________________________
                                   [INSERT NAME OF TRANSFEROR

                                   By:__________________________________

Date:__________________________