EXHIBIT 3.16

Member Name and Address

Agreed
Initial
Contribution

Percentage
Interest in
Profits,
Losses and
Distributions

The Mohegan Tribal Gaming Authority

1 Mohegan Sun Boulevard

Uncasville, Connecticut 06382-0488

EX-3.16 3 dex316.htm EXHIBIT 3.16 EXHIBIT 3.16

Exhibit 3.16

OPERATING AGREEMENT

MOHEGAN VENTURES-NORTHWEST, LLC

A MOHEGAN TRIBE OF INDIANS OF CONNECTICUT LIMITED LIABILITY COMPANY

As of JULY 23, 2004

TABLE OF CONTENTS


		Page
ARTICLE I	DEFINITIONS	3

ARTICLE II	SOVEREIGN IMMUNITY	7

ARTICLE III	FORMATION OF COMPANY	7

ARTICLE IV	BUSINESS OF COMPANY	7

ARTICLE V	CONTRIBUTIONS	8

ARTICLE VI	NAME AND ADDRESS OF MEMBER	9

ARTICLE VII	PROFITS, LOSSES & DISTRIBUTIONS	9

ARTICLE VIII	RIGHTS AND DUTIES OF OFFICER (S)	10

ARTICLE IX	BOARD OF MANAGERS	13

ARTICLE X	MEMBER’S RIGHTS AND OBLIGATIONS	16

ARTICLE XI	ACCOUNTING, REPORTS	17

ARTICLE XII	TRANSFERABILITY	18

ARTICLE XIII	DISSOLUTION AND TERMINATION	18

ARTICLE XIV	DISTRIBUTION OF PROCEEDS ON LIQUIDATION	19

ARTICLE XV	MISCELLANEOUS PROVISIONS	20

EXHIBIT A	ARTICLES OF ORGANIZATION	23

EXHIBIT B	INITIAL MEMBER	24

EXHIBIT C	SALISHAN OPERATING AGREEMENT

MOHEGAN Ventures-Northwest, LLC

OPERATING AGREEMENT

THIS OPERATING AGREEMENT (“Operating Agreement”) is made and dated as of this 23rd day of July, 2004 by The Mohegan Tribal Gaming Authority (hereinafter the “Member” or the “Authority”).

The undersigned hereby declares that it shall organize and operate a limited liability company, which company shall be an unrestricted subsidiary of the Authority, in accordance with the terms of, and subject to the conditions set forth in, this Operating Agreement.

NOW, THEREFORE, for good and valuable consideration, the undersigned, intending legally to be bound, states as follows:

ARTICLE I

DEFINITIONS

Section 1.1 –Definitions. The following capitalized terms used in this Operating Agreement shall have the following meanings (unless otherwise expressly provided herein). Other terms are defined in the text of this Operating Agreement; and, throughout this Operating Agreement, those terms shall have the meanings respectively ascribed to them:

(a) “Articles of Organization” shall mean the Articles of Organization of Mohegan Ventures-Northwest, LLC, as filed with the Commercial Recording Division of the Tribe, as the same may be amended from time to time. A copy of the Articles of Organization are attached hereto as Exhibit A.

(b) “Authority” shall mean the Mohegan Tribal Gaming Authority, an instrumentality of the Tribe, empowered pursuant to the Constitution and Ordinance No. 95-2, to exercise on behalf of the Tribe all governmental and proprietary powers over the development, construction, operation, promotion, financing, regulation and licensing of gaming and any associated hotel, associated resort or associated entertainment facilities on Tribal lands, and authorized pursuant to Resolution 2004-19 to participate in gaming and associated development and/or management of gaming operations on lands outside the tribe’s tribal lands. The Authority, as the sole Member of the Company,

shall act through its Management Board or as otherwise directed by the Constitution of the Tribe and Ordinance No. 95-2 of the Tribe, each as may be amended from time to time.

(c) “Board of Managers” and “Board Member” shall mean, respectively, the board appointed by the Member pursuant to Article IX and the individuals serving on the Board of Managers pursuant to Article IX.

(d) “Budget” shall mean the annual budget for the Company’s Fiscal Year prepared by the Board of Managers.

(e) “Capital Account” means the Capital Account maintained for the Member in accordance with the following provisions:

(i) To the Member’s Capital Account there shall be credited the Member’s Capital Contributions and distributed Profits.

(ii) To the Member’s Capital Account there shall be debited the amount of the Member’s distributed Losses and cash and the value of any Company property distributed to the Member pursuant to any provision of this Agreement.

(f) “Capital Contribution” shall mean the total amount of cash and the initial value of any property (other than money) contributed to the Company by the Member.

(g) “Company Interest” shall mean the Member’s one hundred percent (100%) share of the Profits and Losses of, and the right to receive distributions from, the Company, as set forth on Exhibit B.

(h) “Code” shall mean the Internal Revenue Code of 1986 or corresponding provisions of subsequent superseding federal revenue laws.

(i) “Company” shall refer to Mohegan Ventures-Northwest, LLC.

(j) “Constitution” shall mean the Constitution of the Tribe, the same as may be amended from time to time

(k) “Distributable Cash” means all cash, revenues and funds received by the Company from Company operations, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and all other sums paid to lenders; (ii) all cash expenditures incurred incident to the normal operation of the Company’s business; (iii) such Reserves as the Board of Managers deems reasonably necessary to the proper operation of the Company’s business.

(l) “Entity” shall mean a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity, the Tribe, the Authority or any national, state or local government or subdivision thereof.

(m) “Fiscal Year” shall mean the Company’s fiscal year, which shall be the year ended September 30.

(n) “Initial Capital Contribution” means the initial contribution to the Capital Account of the Company pursuant to this Operating Agreement as set forth on Exhibit B attached hereto.

(o) “Involuntary Withdrawal” means, with respect to the Member, the occurrence of any of the events set forth in Ordinance No. 2000-08, section 7-7.

(p) “Management Board” shall mean the Management Board of the Authority.

(q) “Member” shall mean the party which executes a counterpart of this Operating Agreement as the Member. Initially, the Authority Shall be the sole Member.

(r) “Membership Interest” shall mean all of the rights of the Member in the Company, including the Member’s: (i) Company Interest, (ii) right to inspect the Company’s books and records; (iii) right to appoint and remove Officers and Board Members; and (iv) any other right granted pursuant to this Operating Agreement or Ordinance No. 2000-08.

(s) “Officer” shall mean one or more officers of the Company designated in the manner provided in this Operating Agreement.

(t) “Operating Agreement” shall mean this Operating Agreement as originally executed and as may be amended from time to time.

(u) “Ordinance No. 95-2” shall mean the Ordinance Establishing the Mohegan Tribal Gaming Authority, of the Tribe, approved by the Tribal Council of the Tribe the 15^th day of May 1995, as the same may be amended from time to time.

(v) “Ordinance No. 2000-08” shall mean the Mohegan Tribe limited Liability Company CODE, Ordinance No. 2000-08, of the Tribe, approved by the Tribal Council of the Tribe the 8^th day of November 2000 by resolution number 2000-24, as the same may be amended from time to time.

(w) “Person” shall mean an individual or Entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such “Person” where the context so permits. A “Related Person” shall be a Person which controls, is controlled by, or is under common control with another Person.

(x) “Profits and Losses” means, for each Fiscal Year or other period, an amount equal to the Company’s income or loss for such year or period, determined in accordance with generally accepted accounting principles consistently applied.

(y) “Reserves” shall mean, with respect to any fiscal period, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient and reasonable by the Board of Managers for capital expenditures, working capital and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.

(z) “Tribe” shall mean The Mohegan Tribe of Indians of Connecticut, a federally recognized Indian tribe.

(aa) “Tribal Council” means the Tribal Council of the Tribe which exercises all the legislative and executive powers of the Tribe.

(bb) “Voluntary Withdrawal” means the Member’s dissociation with the Company by means other than a sale, assignment or transfer or an Involuntary Withdrawal.

ARTICLE II

SOVEREIGN IMMUNITY

Section 2.1 - No Waiver. Nothing herein and no act, error or omission by the Member, the Company, its Board of Managers, its Board Members, Officers or any other person acting on their behalf (including the Management Board of the Authority and any individual manager thereof) shall be construed as a waiver of sovereign immunity by the Authority or Tribe.

ARTICLE III

FORMATION OF COMPANY

Section 3.1 - Formation. The Company was formed as a limited liability company under Ordinance 2000-08 by the filing of its Articles of Organization with the Commercial Recording Division of the Tribe on July 23, 2004.

ARTICLE IV

BUSINESS OF COMPANY

Section 4.1 - Permitted Businesses. The business of the Company shall be to become a member, along with Salishan Company LLC, of Salishan-Mohegan LLC pursuant to an Operating Agreement substantially in the form of Exhibit C attached hereto (the “Salishan Operating Agreement”), and to do all other things necessary or required in order to accomplish the purposes and intent of Salishan-Mohegan, LLC. Salishan-Mohegan LLC expects to enter into management and development agreements with the Cowlitz Indian Tribe to develop and manage a casino and resort destination to be on land held in trusts by the United States for the benefit of the Cowlitz Indian Tribe. These activities are expected to enhance the economic well-being and promote the general welfare of the Tribe. The Company may form and participate in one or more subsidiaries and ventures to accomplish these purposes.

ARTICLE V

CONTRIBUTIONS

Section 5.1 — Contributions. Upon execution of this Operating Agreement, the Member shall initially contribute to the Company cash, property or services in the amount as set forth on Exhibit B attached hereto. No interest shall be paid on any Capital Contribution to the Company or on the Member’s Capital Account.

Section 5.2 — No Additional Capital Contributions Required. Generally, the Member may elect but shall not be required to contribute any additional capital to the Company, provided that the Member shall make an additional capital contribution or lend to the Company an amount to be used by the Company in accordance with Section 2.4 of the Salishan Operating Agreement.

Section 5.3 - No Liability. The Member shall have no personal liability for any obligation of the Company. The Member shall not be liable, solely by reason of being a Member of the Company, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, and shall not be deemed to have consented to the jurisdiction of any such court.

Section 5.4 - Loans. The Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree.

Section 5.5 - Capital Account. In the event of a sale, exchange or transfer of the Membership Interest in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee.

Section 5.6 - Deficit Balance. The Member shall have no liability to restore all or any portion of a deficit balance in its Capital Account.

Section 5.7 - Member, Board Member, and Officer Liability. None of the Officer(s), Board Members or any officer(s), employees or agents of the Tribe, Authority or the Company shall have any personal liability to the Member for the repayment of any amounts outstanding in the Capital Account of the Member, including, but not limited to, Capital Contributions. Any such payment shall be solely from the assets of the Company.

ARTICLE VI

NAME AND ADDRESS OF MEMBER

Section 6.1 - Member. The Authority shall be the sole Member of the Company as set forth on Exhibit B attached hereto and incorporated herein by reference.

ARTICLE VII

PROFITS, LOSSES & DISTRIBUTIONS

Section 7.1. Officer Fees. Neither the Board Members nor the Officer(s) shall be entitled to any fee or compensation for performing any management functions for or on behalf of the Company except as approved by the Member.

Section 7.2. Reserve Funds. The Board of Managers shall have the right to establish and maintain reserve funds in such amount and for such purposes for or on behalf of the Company as the Board of Managers may deem reasonably necessary or desirable, which monies shall neither be considered in determining the cash of the Company available for distribution nor utilized in making any distribution.

Section 7.3. Distributions Generally. Except as provided elsewhere in this Agreement, all distributions of cash or other property shall be made to the Member in the discretion of the Board of Managers.

Section 7.4. Limitation Upon Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company.

ARTICLE VIII

RIGHTS AND DUTIES OF THE OFFICERS

Section 8.1 - Management. The business and affairs of the Company shall be managed by the Officer(s) under the direction of the Board of Managers and Member, as the case may be, as provided herein. The Officer(s) shall direct, manage and control the business of the Company to the best of their abilities. Except for situations in which the approval of the Board of Managers, or Member, as the case may be, is expressly required by this Operating Agreement or by non-waivable provisions of applicable law, the Officer(s) shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business. At any time when there is more than one Officer, any one Officer may exercise all of the powers delegated to the Officers herein and may take any action permitted to be taken by the Officers, unless the approval of more than one of the Officers, Board of Managers or Member is expressly required pursuant to this Operating Agreement.

Section 8.2 - Number, Identity, and Type.

The Company shall initially have five (5) Officers.

The initial Officers shall be William J. Velardo, President, Jeffrey E. Hartmann, Chief Financial Officer, Mitchell Grossinger Etess, Executive Vice President of Marketing, Robert Soper, Secretary, Raymond Pineault, Vice President.

The number and designation of Officers of the Company may be changed from time to time by the affirmative vote or written consent of the Board of Managers. Each Officer shall hold office until his successor shall have been elected and qualified or such earlier time as he or she may resign or be removed as provided herein. Officers shall be elected by the affirmative vote or written consent of the Board of Managers. An Officer need not be a member of the Management Board or a member of the Tribe, provided however that not less than one Officer shall at all times not be an executive officer or member of the Management Board of the Authority.

Section 8.3 - Certain Powers of Officers. Without limiting the generality of Section 8.1, each Officer shall have power and authority on behalf of the Company:

(i) To acquire property, except that any acquisition of property from a Related Person shall not be on any less favorable terms than such acquisition would be if it were on an arm’s length transaction and except, further, that acquisition of any property at a cost or value greater than five million dollars ($5,000,000.00) shall require the prior written consent of the Member;

(ii) To borrow money for the Company from banks, other lending institutions, the Member, or subdivisions or affiliates of the Member and in connection therewith, to mortgage, hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; provided, however, that any indebtedness in excess of one million dollars (1,000,000.00) shall require the prior consent of the Member ;

(iii) To purchase liability and other insurance to protect the Company’s property and business in accordance with general commercial practices;

(iv) To hold and own any Company real and/or personal properties in the name of the Company;

(v) To make expenditures in accordance with the Budget, provided that any deviations in any line item, or overall budget, exceeding five percent (5%) shall require the consent of the Board of Managers;

(vi) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short term governmental obligations, commercial paper or other investments;

(vii) Upon the prior written consent of the Member, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan;

(viii) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of

trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition in the ordinary course of business of the Company’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary or appropriate, in the opinion of the Officer(s), to the business of the Company, in each case subject to the other limitations contained in this Operating Agreement;

(ix) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;

(x) Subject to oversight by the Member as provided herein, to enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Officer(s) may approve; and

(xi) To do and perform such other acts as may be necessary or appropriate to the conduct of the Company’s business.

Unless authorized to so do by this Operating Agreement or by consent of the Board of Managers, and subject to any consent required by any other provision of this Operating Agreement, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose. No Member of the Tribe as such shall have any power or authority to bind the Company unless the Member has authorized such person to act as an agent of the Company in accordance with the previous sentence.

Section 8.3 - Bank Accounts. Officer(s) may from time to time open bank accounts in the name of the Company, and shall be the sole signature(s) required to act thereon, unless the Board of Managers determines otherwise.

Section 8.4 - Company Books. In accordance with Section 10.2 herein, the Officer(s) shall maintain and preserve, during the term of the Company, and for five (5) years thereafter, all accounts, books, and other relevant Company documents. The Board of Managers and Member shall have the right to inspect and copy such Company documents.

Section 8.5 - Indemnity of Officer(s). The Company shall indemnify the Officer(s) from and against any claim by any third party seeking monetary damages against any such Officer arising out of such Officer(s)’ performance of his/her duties in good faith in accordance with this Operating Agreement and Ordinance No. 2000-08.

Section 8.6 - Resignation. An Officer of the Company may resign at any time by giving written notice to the Board of Managers. The resignation of any such Officer shall take effect upon receipt of notice thereof or at such late time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 8.7 - Removal. Any Officer may be removed at any time, with or without cause, by the Board of Managers. As used herein “for cause” shall include but not limited to (i) failure or refusal to actively participate in the management, and perform the duties, of such Officer; (ii) engaging in dishonest or willful malfeasance (whether or not such dishonesty or malfeasance is directed against the Company); (iii) gross negligence or willful misconduct in the performance of the duties of any such Officer; (d) the use of the such Officer’s position, influence, or knowledge of confidential information for personal gain, either directly or indirectly.

ARTICLE IX

BOARD OF MANAGERS

Section 9.1 - General Powers. The day-to-day property, affairs and business of the Company shall be managed by the Officer(s). Notwithstanding the foregoing, in order to oversee the administration of management responsibilities by the Officer(s) and to set policies and direction for the Company, including but not limited to the Company’s Budget, the Member shall appoint a Board of Managers in accordance with Section 9.2 which shall provide such oversight and set policies and direction for the Company and fulfill those additional roles as specified in this Operating Agreement.

Section 9.2 - Number: Election: Term of Office: Qualifications. The number of Board Members shall be five (5), and shall initially consist of William J. Velardo, President, Jeffrey E. Hartmann. Chief Financial Officer, Mitchell Grossinger Etess, Executive Vice President of Marketing, Robert Soper, Secretary and Raymond Pineault, Vice President. Board Members may or may not also be an Officer, and may or may not also be an employee or member of the Tribe or the Authority, provided however that not less than one Board Member shall at all times not also be an executive officer or member of the Management Board of the Authority. Board Members may be removed at any time by the Member, with or without cause. The Member shall designate, from time to time, a Board Member as Chairman of the Board of Managers. The number and designation of Board Members of the Company may be changed from time to time by the affirmative vote or written consent of the Member. Each Board Member shall hold office until his successor shall have been elected and qualified or such earlier time as he or she may resign or be removed as provided herein. Board Members shall be elected by the affirmative vote or written consent of the Member.

Section 9.3 - Resignation. Any Board Member may resign at any time by giving written notice to the Member. Unless otherwise specified therein, such resignation shall take effect on receipt thereof.

Section 9.4 - Vacancies. If any vacancy shall occur in the Board of Managers by reason of death, resignation or removal, such vacancy may be filled at any time by the appointment of a new Board Member. Such appointment shall be in the manner provided in Section 9.2 above. In the event that the resignation of any Board Member shall specify that it shall take place at a future date, the vacancy resulting from such resignation may be filled prospectively in the same manner as provided above.

Section 9.5 - Annual and Regular Meetings. Annual and regular meetings of the Board of Managers may be held as such times and places, within or without the State of Connecticut, as the Board of Managers may from time to time determine by resolution duly adopted at any meeting of the Board of Managers, and unless otherwise determined by the Board of Managers, shall be held at least once annually on the third (3^rd) Monday in

September or at such other time as determined by the Chairman. The time, place and purpose of such meeting shall be stated as set forth in Section 9.7 below, unless such notice is waived by the Board Members entitled thereto in the manner provided in Section 9.14 below. The order of business at all meetings of the Board of Managers shall be as follows:

Roll Call

Proof of Notice of Meeting or Waiver of Notice;

Reading of Minutes of preceding meeting;

Report by the Chairman;

Unfinished business; and

New business.

Section 9.6 - Special Meetings. A special meeting of the Board of Managers may be called at any time by the Chairman of the Board, and shall be called by the Chairman of the Board on the written request of at least one-half (1/2) of the Board Members then in office, and shall be held at such time and place as may be fixed by the Chairman of the Board or by such Board Members in such request, as the case may be, provided that the time so fixed shall permit the giving of notice as provided in Section 9.7 below.

Section 9.7 - Notice of Meetings. Notice of the time, place and purpose of each meeting of the Board of Managers shall be sent to each Board Member by mail or verified facsimile addressed to him or her at the address or fax number as it appears on the records of the Company, or delivered personally, at least thirty (30) days before the meeting is to be held. Any notice may be waived as provided in Section 9.13 below.

Section 9.8 - Quorum. At all meetings of the Board of Managers, the presence of a majority of the total number of all Board Members shall be necessary to constitute a quorum for the transaction of business. If a quorum shall be present, the act of the majority of the total number of Board Members shall be required to constitute the act of the Board of Managers. In the absence of a quorum, any Board Member present, without notice other than by announcement at the meeting, may adjourn the meeting from time to time, for a period of not more than thirty (30) days at any one time, until a quorum shall be present.

Section 9.9 - Regulations. The Board of Managers shall adopt such rules and regulations for the conduct of its meetings and for the management of the property, affairs and business of the Company as it may deem proper, not inconsistent with law or this Operating Agreement.

Section 9.10 - Participation in a Meeting by Conference Telephone. Any Board Member may participate in a meeting of the Board of Managers by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participating in a meeting pursuant to this Section shall constitute presence in person as such meeting within the meaning of Section 9.6 above, or for any other purpose.

Section 9.11 - Written Consent in Lieu of Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if written consent thereto shall be signed by each Board Member, and such written consent or consents shall be filed with the minutes or proceedings of the Board of Managers.

Section 9.12 - Minutes. A Board Member or Secretary of the Company or such other person as is designated by the Board of Managers shall prepare written minutes or proceedings of all Board of Manager meetings and meetings of any Board of Manager committees, including all actions taken, and promptly mail such minutes or proceedings to all Board Members.

Section 9.13 - Waiver of Notice. Whenever any notice is required to be given by this Agreement, a written waiver thereof by the persons entitled to such notice, given before or after the time stated therein, shall be deemed equivalent to such notice.

ARTICLE X

MEMBER’S RIGHTS AND OBLIGATIONS

Section 10.1 - Limitation of Liability. The Member’s liability shall be limited as set forth in this Operating Agreement, Ordinance No. 2000-08 and other applicable law.

Section 10.2 - Member Meetings. The Member shall have meetings at such time and place as it shall determine.

Section 10.3 Member’s Consent. Any action required to be taken by the Member may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the Member, and said consent shall be filed with the regular minutes of the Member and the Company.

ARTICLE XI

ACCOUNTING, REPORTS

Section 11.1 - Accounting Period. The Company’s accounting period shall be the year ending September 30.

Section 11.2 - Records, Audits and Reports. The Board of Managers shall maintain records and accounts of all operations and expenditures of the Company. At a minimum the Company shall keep at its principal place of business the following records:

(i) A copy of the Articles of Organization of the Company and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any articles of amendment have been executed;

(ii) Copies of the Company’s federal, state, and local income tax returns and financial statements for the three most recent years, or, if such returns or statements were not prepared for any reason, copies of the information and statements provided to the Member to enable it to prepare any federal, state and local tax returns required of it for such period;

(iii) Copies of the Company’s current effective Operating Agreement and all amendments thereto and copies of any Operating Agreements no longer in effect;

(iv) A writing setting forth the amount of cash, if any, and a statement of the agreed value of other property or services contributed by the Member;

(v) A writing stating events, if any, upon the happening of which the Company is to be dissolved and its affairs wound up; and

(vi) Other writings, if any, prepared pursuant to a requirement in this Operating Agreement.

Section 11.3 - Returns and Other Elections. The Board of Managers shall cause the preparation and timely filing of all returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Member as soon as practical after the end of the Company’s Fiscal Year. All elections permitted to be made by the Company under federal or state laws shall be made by the Member.

ARTICLE XII

TRANSFERABILITY

Section 12.1 -Transfer by Member.

(i) The Member shall have the right to transfer all or a portion of the Member’s Membership Interest and shall have the power to grant a transferee the right to become a Member.

(ii) The Member shall have the right or power to withdraw voluntarily from the Company.

(iii) Upon the occurrence of an Involuntary Withdrawal, the legal representative or other successor in interest may, at the election of such legal representative or other successor in interest, become a Member.

ARTICLE XIII

DISSOLUTION AND TERMINATION

Section 13.1. The Company shall be dissolved and its affairs shall be wound up upon the happening of any of the first to occur of the following:

(i) at the time specified in its Articles of Organization; or

(ii) written consent of the Member; or

(iii) Voluntary or Involuntary Withdrawal of the Member; or

(iv) entry of a decree of final dissolution under the Ordinance No. 2000-08.

As soon as possible following the occurrence of any of the events specified in this Article XIII effecting the dissolution of the Company, the Board of Managers shall proceed to wind up the Company’s business in accordance with Ordinance No. 2000-08.

ARTICLE XIV

DISTRIBUTION OF PROCEEDS ON LIQUIDATION

Section 14.1. Upon dissolution, winding up and liquidation of the Company, the assets of the Company shall be liquidated and distributed in the following order of priority:

(i) The claims of creditors other than the Member shall first be satisfied and reserves established as deemed necessary or desirable by the Company;

(ii) All outstanding debts and liabilities owing to the Member shall be repaid; then

(iii) To the Member in accordance with Section 7.3 hereof.

Section 14.2. The Company may be liquidated by either (i) selling the Company assets and distributing the net proceeds therefrom in the manner provided in Section 14.1 and/or (ii) by distributing the assets to the Member. The choice and relative values of the property or money so distributed to the Member, shall be determined by the Member.

Section 14.3. Distributions made pursuant to this Article XIV may be distributed to a trust established for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company or the Member arising out of or in connection with the Company. The assets of any such trust shall

be distributed to the Member from time to time, in the discretion of the Member, in the same proportion as the amount distributed to such trust by the Company would otherwise have been distributed to the Member pursuant to this Operating Agreement.

ARTICLE XV

MISCELLANEOUS PROVISIONS

Section 15.1 -Notices; Electronic Transmission and Signatures. Any notice, demand, or communication required or permitted to be given by any provision of this Operating Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed or, if sent by registered or certified mail, postage and charges prepaid, addressed to the Member, as appropriate, to the address set forth in this Operating Agreement or in the records of the Company. Except as otherwise provided herein, any such notice shall be deemed to be given three business days after the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid. To the fullest extent permissible under Tribal Law, written notice or consent shall include notice or consent by electronic transmission, and any signature required may be provided by electronic transmission.

Section 15.2 - Application of Tribal Law. This Operating Agreement, and the application of interpretation hereof, shall be governed exclusively by its terms and by the laws of the Tribe, and specifically Ordinance 2000-08.

Section 15.3 - Amendments. This Operating Agreement may not be amended except in writing executed by the Member acting through the Management Board.

Section 15.4 - Execution of Additional Instruments. The Member hereby agrees to execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations.

Section 15.5 - Construction; Gender; Plurals. Whenever the singular number is used in this Operating Agreement and when

required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

Section 15.6 - Headings. The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

Section 15.7 - Waivers. The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Operating Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

Section 15.8 - Rights and Remedies Cumulative. The rights and remedies provided by this Operating Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

Section 15.9 - Severability. If any provision of this Operating Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Operating Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

Section 15.10 - Heirs, Successors and Assigns. Each and all of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Operating Agreement, their respective heirs, legal representatives, successors and assigns.

Section 15.11 - Creditors. None of the provisions of this Operating Agreement shall be for the benefit of or enforceable by any creditor of the Company or of any creditor of the Member.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed as of the 23rd day of July, 2004


The Mohegan Tribal Gaming Authority

By:		/s/ Mark F. Brown
		Its Chairman
		Duly Authorized

EXHIBIT A

ARTICLES OF ORGANIZATION

EXHIBIT B