Exhibit 10.6 AMENDMENT TO LAND LEASE This Amendment to Land Lease (this "Amendment") is entered into as of this 18th day of February 1999, between the MOHEGAN TRIBE OF INDIANS OF CONNECTICUT, a federally recognized Indian tribe (as lessor or landlord under the Land Lease referred to below, being hereinafter referred to as the "Tribe"), and the MOHEGAN TRIBAL GAMING AUTHORITY, an instrumentality of the Tribe (as lessee or tenant under such Land Lease, being hereinafter referred to as the "Authority"). WHEREAS, the Tribe and the Authority are parties to that certain Land Lease, dated September 29, 1995, as amended (the "Land Lease"); WHEREAS, the Tribe and the Authority desire to obtain financing for the purpose, among others, of expanding the Improvements, as defined in the Land Lease; WHEREAS, such financing is to be secured by, among other things, a leasehold mortgage deed encumbering all property which is the subject of the Land Lease together with all improvements now or hereafter located thereon, all as more fully set forth in that certain Leasehold Mortgage (which term is defined in Section 1 below) which has been approved by the Bureau of Indian Affairs; WHEREAS, the Tribe and the Authority desire to amend the Land Lease for the purpose of providing that the Leasehold Mortgage is a Permitted Mortgage, and that the Mortgagee referred to in the Leasehold Mortgage is a Permitted Mortgagee, within the meaning of the Land Lease; NOW, THEREFORE, in consideration of the foregoing and the agreements of the parties hereinafter set forth, the parties hereto hereby agree as follows: 1. The Land Lease is hereby amended by deleting Section 6(i) thereof and by inserting in lieu thereof the following: "(i) that certain Open-End Construction - Permanent Leasehold Mortgage Deed, Assignment of Leases and Rents and Security Agreement (the "Leasehold Mortgage") of even date herewith between the Authority, as Mortgagor, and Bank of America National Trust and Savings Association, as Administrative Agent under that certain Loan Agreement dated as of March 3, 1999 among Mortgagor, the Mohegan Tribe of Indians of Connecticut, the Lenders, Documentation Agent and Syndication Agent referred to therein, as Mortgagee, securing the Obligations, as defined in the Leasehold Mortgage, or" 2. The Authority and the Tribe acknowledge and agree that the Land Lease, as amended pursuant to this Amendment, is in full force and effect. 3. This Amendment, the parties' obligations hereunder, and any disputes hereunder shall be governed by and interpreted and construed in accordance with federal law (to the extent applicable) and the laws of the Tribe and, to the extent required to supplement applicable federal law and tribal law, the substantive laws of the State of Connecticut (excepting its choice of law rules). IN WITNESS WHEREOF, this Amendment has been executed as of the date first above written. WITNESSES: MOHEGAN TRIBE OF INDIANS OF CONNECTICUT By:/s/ Roland J. Harris __________________________________ ----------------------------- Roland J. Harris Chairman, Tribal Council __________________________________ MOHEGAN TRIBAL GAMING AUTHORITY By:/s/ Roland J. Harris __________________________________ -------------------- Roland J. Harris Chairman, Management Board __________________________________ 2 STATE OF ) ) ss. COUNTY OF ) On March ____, 1999, __________, personally appeared before me, signer and sealer of the foregoing instrument, who acknowledged that he or she executed the instrument as the ________________ of the MOHEGAN TRIBE OF INDIANS OF CONNECTICUT, afederally recognized Indian tribe, as his/her free act and deed and the free act and deed of the Tribe. _______________________________ Notary Public My Commission expires:_________ STATE OF ) ) ss. COUNTY OF ) On March ___, 1999, __________, personally appeared before me, signer and sealer of the foregoing instrument, who acknowledged that he or she executed the instrument as the ________________ of the MOHEGAN TRIBAL GAMING AUTHORITY, as his/her free act and deed and the free act and deed of the Authority. _______________________________ Notary Public My Commission expires:_________ 3 Attachment to Amendment to Land Lease SECTION 81 COMPLIANCE In compliance with Section 81 of Title 25 U.S.C.A., the residence and occupation of the parties is as follows: Party in Interest: Mohegan Tribe of Indians of Connecticut Address: P.O. Box 488 67 Sandy Desert Road Uncasville, CT 06382 Occupation: Indian Tribe Party in Interest: Mohegan Tribal Gaming Authority Address: 1 Mohegan Sun Boulevard Uncasville, CT 06382 Occupation: Tribal Gaming Authority Fixed limited time to run: 25 years, with option to renew for 25 years (pursuant to Section 3 of the Land Lease referred to in the attached document) The Chairman of the Tribal Council of the Mohegan Tribe of Indians of Connecticut ("Tribe") is authorized to execute the attached document by Resolution No. 99-05 of the Tribal Council of the Tribe, dated February 18, 1999. The Chairman exercises his authority in this instance because the Tribal Council has determined that execution of the attached document will further the economic development objectives of the Tribe. The Chairman of the Management Board of the Mohegan Tribal Gaming Authority ("Management Board") is authorized to execute the attached document by Resolution No. 99-07 of the Management Board, dated February 18, 1999. The Chairman of the Management Board exercises his authority in this instance because the Management Board has determined that execution of the attached document will further the economic development objectives of the Mohegan Tribal Gaming Authority and the Tribe. The document was executed on or about 9:00 a.m. on March 3, 1999, at Uncasville, Connecticut, for the particular purpose set forth above. 4 The undersigned parties agree that the foregoing agreement is in compliance with 25 U.S.C. (S)(S) 81 and 415 and 25 C.F.R. (S) 162. WITNESS: Mohegan Tribe of Indians of Connecticut _____________________________ By: /s/ Roland J. Harris -------------------------------------- Roland J. Harris Title: Chairman, Tribal Counsel Mohegan Tribal Gaming Authority _____________________________ By: /s/ Roland J. Harris -------------------------------------- Roland J. Harris Title: Chairman, Management Board Approved Pursuant to U.S.C. (S)(S) 81 and 415 and 25 C.F.R. (S) 162 United States Department of Interior Bureau of Indian Affairs: Date: March 3, 1999 By: /s/ Franklin Keel ------------------------------------- Franklin Keel Eastern Area Director Eastern Area Office Bureau of Indian Affairs for the Secretary of the Interior and the Commissioner of Indian Affairs, acting under delegated authority 5 STATE OF ) ) ss. COUNTY OF ) On ______________, 1999, personally appeared before me, __________ a Notary Public in and for said County and State, ____________, personally known to me to be the person whose name is subscribed to the above instrument, who acknowledged that he or she executed the instrument as the Area Director of the Eastern Area Office of the Bureau of Indian Affairs, for the Secretary of the Interior and the Commissioner of Indian Affairs, acting under delegated authority. _________________________________ Notary Public My Commission expires:___________ 6