Exhibit 99.2

                        AMENDMENT NO. 5 TO LOAN AGREEMENT
                        ---------------------------------

           This Amendment No. 5 to Loan Agreement dated as of August 14, 2002
(this "Amendment") is executed with reference to the Loan Agreement dated as of
March 3, 1999 (as amended, modified or supplemented prior to the date hereof,
the "Loan Agreement"), 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"), the Lenders referred to therein, and Bank of
America, N.A., as Administrative Agent. The parties hereby agree as follows:

           1. Definitions. Capitalized terms used herein are used with the
meanings set forth for those terms in the Loan Agreement.

           2. Representations. Borrower represents and warrants to the Lenders
that no Default or Event of Default has occurred and remains continuing.

           3. Amendment to Section 1.1. The definition of "Approved Swap
Agreements" contained in Section 1.1 of the Loan Agreement is hereby amended in
full to read as follows:

          "Approved Swap Agreements" means one or more Swap Agreements between
     Borrower and one or more Lenders in respect of the Indebtedness hereunder
     or any other Indebtedness on terms mutually acceptable to Borrower and that
     Lender or Lenders. Each Approved Swap Agreement shall be a Loan Document
     and shall be secured by the Liens created by the Collateral Documents to
     the extent set forth in Section 2.9.

           4. Amendment to Section 7.3(g) - Investment and Acquisition.
Section 7.3(g) of the Loan Agreement is hereby amended in full to read as
follows:

          "(g) Investments in Approved Swap Agreements and other Swap Agreements
     in respect of (i) the Indebtedness hereunder or (ii) other Indebtedness
     having an aggregate notional amount not to exceed $300,000,000, in each
     case which are entered into either with Lenders (which shall be deemed
     secured hereunder) or with Approved Swap Counterparties (which shall not be
     entitled to the security provided for hereunder)."

           5. Waiver. The Tribe and the Borrower have heretofore submitted a
letter dated August 13, 2002 to the Administrative Agent and the Lenders
detailing the anticipated restatement of the Borrower's financial statements for
the Fiscal Year ended September 30, 2001, and constituent periods, as well as
the first two Fiscal Quarters of Borrower's Fiscal Year 2002. It is acknowledged
that due to the restatements described in that letter, the Borrower's financial
statements for the relevant periods are to be re-audited or reviewed, as
applicable, and amended periodic reports will be filed with the Securities and
Exchange Commission as required. In reliance upon the accuracy of the letter,
the Lenders hereby waive, for a period of 90 days from the date of this
Amendment, the delivery of audited or reviewed statements for such periods and
any requirement of the filing of such periodic reports, any defaults which may
have arisen by reason of any inaccuracies of the types described




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in the letter in the original financial statements, and any resulting technical
non-compliance with a Requirement of Law.

           6. Conditions Precedent. As conditions precedent to the effectiveness
hereof, the Administrative Agent shall have received:

          (a) Counterparts of this Amendment executed by the Tribe and Borrower;
              and

          (b) Written consents hereto executed by each of the Requisite Lenders.

           7. Confirmation. In all other respects, the Loan Agreement and the
other Loan Documents are hereby confirmed.

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           8.1 Counterparts. This Amendment may be executed in any number of
counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

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

                                  THE MOHEGAN TRIBAL GAMING AUTHORITY


                                  By:      /s/ Mark Brown
                                      ------------------------------------------
                                  Title:   Chairman, Management Board
                                         ---------------------------------------


                                  THE MOHEGAN TRIBE OF INDIANS OF
                                  CONNECTICUT


                                  By:      /s/ Mark Brown
                                      ------------------------------------------
                                           Tribal Council Chairman



                                  BANK OF AMERICA, N.A., as Administrative Agent


                                  By:      /s/ Janice Hammond
                                      ------------------------------------------
                                           Janice Hammond, Vice President


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