**NOTE: PURSUANT TO INSTRUCTION 2 TO ITEM 601 OF REGULATION S-K, A SCHEDULE OF MATERIAL DETAILS OF CONSENTS OF LENDERS FOLLOWS THIS FORM.** AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT

Exhibit 10.1

**NOTE: PURSUANT TO INSTRUCTION 2 TO ITEM 601 OF REGULATION S-K, A SCHEDULE OF MATERIAL DETAILS OF CONSENTS OF LENDERS FOLLOWS THIS FORM.**

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this "Amendment") dated as of February 13, 2008, is entered into by and among The Mohegan Tribe of Indians of Connecticut, a federally recognized Indian Tribe and Native American sovereign nation (the "Tribe"), the Mohegan Tribal Gaming Authority, a governmental instrumentality of the Tribe (the "Borrower"), and Bank of America, N.A., as Administrative Agent ("Administrative Agent"), with the consent of the Required Lenders pursuant to Section 12.01 of the Second Amended and Restated Loan Agreement dated as of March 9, 2007 (as amended, the "Loan Agreement") among the Tribe, Borrower, the Administrative Agent, and the lenders signatory thereto from time to time (the "Lenders"). The parties hereby agree as follows:

1. Defined Terms.

a. Capitalized terms set forth without definition in this Amendment shall have the meanings set forth in the Loan Agreement.

b. Section 1.01 of the Loan Agreement is hereby amended so that the pricing grid set forth in the definition of "Applicable Rate" is amended to read in full as follows:

Applicable Rate

c. Section 1.01 of the Loan Agreement is hereby amended so that the definition of "Capital Markets Amount" is amended to read in full as follows:

"Capital Markets Amount" means (a) $200,000,000 minus (b) the principal amount of any Indebtedness incurred after the Closing Date by the Borrower and its Restricted Subsidiaries pursuant to Sections 9.03(b) and (d), except to the extent that such Indebtedness is used to refinance existing Indebtedness under the Existing Senior Indenture or the Existing Senior Subordinated Indentures.

d. Section 1.01 of the Loan Agreement is hereby amended so that the definition of "Construction Period" is amended to read in full as follows:

"Construction Period" means the period beginning on the Closing Date and ending on June 30, 2010, or, if later, the projected final opening date of Mohegan Sun Phase III then set forth in the most recent Construction Timetable for Mohegan Sun Phase III (but in any event not later than June 30, 2011).

e. Section 1.01 of the Loan Agreement is hereby amended so that the definition of "Mohegan Sun Phase III" is amended to read in full as follows:

"Mohegan Sun Phase III" means the proposed expansion project of the Mohegan Sun consisting of approximately 1,300,000 square feet of additional amenities for Mohegan Sun including:

(a) the "Sunrise Square" containing approximately 14,000 square feet of new space and 8,500 square feet of renovated space, with related food and beverage outlets and a specially dedicated Asian bus lobby;

(b) the "Casino of the Wind", including approximately 45,000 square feet of additional gaming space and approximately 20,000 square feet of additional dining and retail amenities;

(c) an approximately 36,000 square foot entertainment venue (1,500 capacity), an approximately 8,800 square foot themed casual dining restaurant, and an approximately 3,000 square foot special events room and a retail shop;

(d) a hotel tower with approximately 922 rooms, an approximately 9,000 square foot nightclub and lounge and a swimming pool and spa;

(e) approximately 97,000 square feet of new retail and food and beverage amenities; and

(f) additional structured parking, valet parking and surface parking, totaling approximately 2,960 spaces.

f. Section 1.01 of the Loan Agreement is hereby amended so that the definition of "Pocono Downs Phase II" is amended to read in full as follows:

g. "Pocono Downs Phase II" means the expansion project of Pocono Downs consisting of: a new approximately 280,000 square foot entertainment facility featuring additional slot machines, expected to bring the total number of slot machines at Pocono Downs to approximately 2,500, as well as three restaurants, two bars and other related amenities.

2. Section 8.17(b)—Construction Covenants. Section 8.17(b) of the Loan Agreement is hereby amended to read in full as follows:

(b) Use commercially reasonable efforts to maintain a Construction Timetable for Mohegan Sun Phase III that allows the Borrower to achieve the Completion Date for Mohegan Sun Phase III not later than June 30, 2011;

3. Section 9.13(a)—Total Leverage Ratio. Section 9.13(a) of the Loan Agreement is hereby amended to read in full as follows:

Maximum Total Leverage Ratio. Permit the Total Leverage Ratio, as of the last day of any Fiscal Quarter described in the matrix below, to exceed, subject to Section 9.13(d) below, the ratio set forth opposite that Fiscal Quarter:

4. Section 9.13(b)—Senior Leverage Ratio. Section 9.13(b) of the Loan Agreement is hereby amended to read in full as follows:

(b) Senior Leverage Ratio. Permit the Senior Leverage Ratio, as of the last day of any Fiscal Quarter described in the matrix below, to exceed, subject to Section 9.13(d) below, the ratio set forth opposite that Fiscal Quarter:

5. Section 9.13(c)—Fixed Charge Coverage Ratio. Section 9.13(c) of the Loan Agreement is hereby amended to read in full as follows:

(c) Minimum Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter ending following the Closing Date described below to be less than, subject to Section 9.13(d) below, the ratio set forth opposite that Fiscal Quarter:

6. Section 9.13(d)—Termination of Deferral Option. The parties confirm that the Borrower has not exercised the deferral option described in Section 9.13(d) which has accordingly terminated in accordance with its terms.

7. Section 9.17—Capital Expenditures. Section 9.17 of the Loan Agreement is hereby amended so that clauses (a) and (b) thereof read in full as follows:

(a) Capital Expenditures made during the term of this Agreement in respect of Mohegan Sun Phase III in an aggregate amount not to exceed $950,000,000, excluding capitalized interest;

(b) Capital Expenditures made during the term of this Agreement in respect of Pocono Downs Phase II in an aggregate amount not to exceed $215,000,000, excluding capitalized interest and excluding, to the extent characterized as a Capital Expenditure, the $50,000,000 license fee payments paid to the Commonwealth of Pennsylvania prior to the Closing Date;

8. Exhibit B—Compliance Certificate. The form of Compliance Certificate attached to the Loan Agreement as Exhibit B is hereby amended and restated in its entirety with the form of Compliance Certificate attached to this Amendment as Exhibit B.

9. Conditions Precedent. The effectiveness of this Amendment is subject to the prior satisfaction of each of the following conditions:

(a) Administrative Agent shall have received this Amendment, duly executed by Borrower and the Tribe;

(b) Administrative Agent shall have received a written consent from each of the Required Lenders, substantially in the form of Exhibit A;

(c) the Borrower shall have executed the fee letter described in Section 10 of this Amendment; and

(d) Administrative Agent shall have received updated Construction Plans, Construction Budgets and Construction Timetables for each Project, together with an executed In-Balance Certificate certifying that, giving effect to the proposed increases to the Construction Budgets, the In-Balance Test has been met as of the last day of the Fiscal Quarter ended December 31, 2007.

10. Effectiveness of this Amendment; Fee Payments. Borrower agrees that, on the Business Day following the date upon which the conditions set forth in Section 9 of this Amendment are satisfied, it shall pay to the Administrative Agent, (i) for the account of each Lender approving this Amendment prior to the deadline announced to the Lenders via the Intralinks service, amendment fees at the rate advised to the Lenders, and (ii) an arrangement fee for the account of Banc of America Securities LLC, in each case as set forth in a letter agreement with Banc of America Securities LLC and the Administrative Agent.

11. Reaffirmation of Loan Documents; No Default; No Defenses; etc. Each of Borrower and the Tribe hereby reaffirms the Loan Agreement, as amended by this Amendment, and the Loan Documents and its obligations to Administrative Agent and Lenders thereunder. Each of Borrower and the Tribe represents and warrants that there are no outstanding Events of Default under the Loan Agreement or any Loan Document. The representations and warranties of the Tribe and each Loan Party contained in Articles V and VI of the Loan Agreement and each other Loan Document are true and correct on and as of the date of this Amendment, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and except that for purposes of this sentence, the representations and warranties contained in subsections (a) and (b) of Section 6.05 of the Loan Agreement refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 8.01 of the Loan Agreement. Each of Borrower and the Tribe acknowledges that Administrative Agent and Lenders have fully complied with their respective obligations under any Loan Document and that neither Borrower nor the Tribe has any defenses to the validity, enforceability or binding effect of any Loan Document.

12. Counterparts. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which when taken together, shall constitute but one and the same instrument.

13. Otherwise Not Affected. In the event of any conflict or inconsistency between the Loan Agreement and the provisions of this Amendment, the provisions of this Amendment shall govern. Except to the extent set forth herein, the Loan Agreement shall remain unaltered and in full force and effect.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment by their respective duly authorized officers as of the date first above written.

EXHIBIT A

CONSENT OF LENDER

This Consent is delivered with reference to the proposed Amendment No. 1 to Second Amended and Restated Loan Agreement (the "Amendment") of even date herewith, amending the Second Amended and Restated Loan Agreement dated as of March 9, 2007, among The Mohegan Tribe of Indians of Connecticut, a federally recognized Indian Tribe and Native American sovereign nation (the "Tribe"), the Mohegan Tribal Gaming Authority, a governmental instrumentality of the Tribe, the Lenders (as defined therein), and Bank of America, N.A., as Administrative Agent. The undersigned hereby consents to the execution, delivery and performance of the Amendment substantially in the form presented to the undersigned as a draft.

EXHIBIT B

COMPLIANCE CERTIFICATE

To: BANK OF AMERICA, N.A., AS ADMINISTRATIVE AGENT

This Compliance Certificate is delivered with reference to the Second Amended and Restated Loan Agreement dated as of March 9, 2007, by and among the Mohegan Tribal Gaming Authority, as Borrower (the "Borrower"), The Mohegan Tribe of Indians of Connecticut, a federally recognized Indian Tribe and Native American sovereign nation, the Lenders, and Bank of America, N.A., as Administrative Agent (as amended, extended, renewed, supplemented or otherwise modified from time to time, the "Loan Agreement"). Terms defined in the Loan Agreement and not otherwise defined in this Compliance Certificate ("Certificate") shall have the meanings defined for them in the Loan Agreement. Section references herein relate to the Loan Agreement unless stated otherwise. In the event of any conflict between the calculations set forth in this Certificate, and the manner of calculation required by the Loan Agreement, the terms of the Loan Agreement shall govern and control.

This Certificate is delivered in accordance with Section 8.02(b) of the Loan Agreement by the chief financial officer, chief operating officer or chief executive officer of Borrower. This Certificate is delivered with respect to the Fiscal Quarter (the "Test Fiscal Quarter") ended                     ,             (the "Test Date"). As used herein, the term "Test Period" means the period of four (4) Fiscal Quarters ending on the Test Date in question. Computations indicating compliance with respect to the covenants contained in Sections 9.13(a), 9.13(b), 9.13(c) and 9.17 of the Loan Agreement are set forth below:

I. Section 9.13(a)—Total Leverage Ratio. As of the Test Date, the Total Leverage Ratio was             : 1.00.

The Total Leverage Ratio was computed as follows:

II. Section 9.13(b)—Senior Leverage Ratio. As of the Test Date, the Senior Leverage Ratio was             : 1.00.

The Senior Leverage Ratio was computed as follows:

III. Section 9.13(c)—Fixed Charge Coverage Ratio. As of the Test Date, the Fixed Charge Coverage Ratio was             : 1.00.

The Fixed Charge Coverage Ratio was computed as follows:

IV. Section 9.17—Capital Expenditures.

A. Neither Borrower nor any Restricted Subsidiary has made, or become legally obligated to make, any Capital Expenditure except as permitted under Section 9.17 of the Loan Agreement and as specified below.

B. As of the Test Date, the aggregate amount of Capital Expenditures (excluding capitalized interest) made since the Closing Date in respect of Mohegan Sun Phase III is $            

C. As of the Test Date, the aggregate amount of Capital Expenditures (excluding capitalized interest and excluding, to the extent characterized as a Capital Expenditure, the $50,000,000 license fee payments previously paid to the Commonwealth of Pennsylvania) made since the Closing Date in respect of Pocono Downs Phase II is $            .

D. As of the Test Date, the aggregate amount of Maintenance Capital Expenditures made during the Fiscal Year, or the portion thereof, ending on the Test Date is $            .

E. As of the Test Date, the aggregate amount of Capital Expenditures made since the Closing Date for or for the benefit of the WNBA Subsidiary is $            .

F. As of the Test Date, the aggregate amount of Capital Expenditures made in respect of the Mohegan Sun (including cost overruns or scope changes with respect to Mohegan Sun Phase III or for Related Businesses) since the Closing Date is $            .

G. As of the Test Date, the aggregate amount of other Capital Expenditures (excluding any Capital Expenditures associated with Mohegan Sun Phase III) made by the Borrower and its Restricted Subsidiaries since the Closing Date is $            .

V. Annualized EBITDA—Calculation.

VI. A review of the activities of Borrower during the Test Period has been made under the supervision of the undersigned with a view to determining whether during the Test Period Borrower performed and observed all of its obligations under the Loan Agreement and the Notes. To the best knowledge of the undersigned, during the Test Period, all covenants and conditions have been so performed and observed and no Default or Event of Default has occurred and is continuing, with the exceptions set forth below in response to which Borrower has taken (or caused to be taken) or proposes to take (or cause to be taken) the following actions (if none, so state).

VII. The undersigned chief financial officer or chief executive officer of Borrower certifies that the calculations made and the information contained herein are derived from the books and records of Borrower and that each and every matter contained herein correctly reflects those books and records.

Dated:                     ,            

Schedule A

Schedule of Omitted Documents

Pursuant to Instruction 2 to Item 601 of Regulation S-K, this schedule identifies the material details omitted from this filing regarding the Consent of Lender, attached as Exhibit A hereto, and sets forth the manner in which such Consent of Lenders differ from the form of Exhibit A included in this Exhibit 10.1.