Exhibit 10.7
[Bank of America
Logo]
March 30, 2001
The Mississippi Band of Choctaw Indians
d/b/a Resort Development Enterprise
Chief Xxxxxxx Xxxxxx, Chairman of the Board
Tribal Office Complex
P.O. Box 6010
Philadelphia, Mississippi 39350
Re: THE MISSISSIPPI BAND OF CHOCTAW INDIANS D/B/A CHOCTAW RESORT
DEVELOPMENT ENTERPRISE (THE "BORROWER") LOAN AGREEMENT AND
AMENDED AND RESTATED TERM LOAN AGREEMENT, EACH DATED AS OF
DECEMBER 19, 2000
Dear Chief Xxxxxx:
This letter is delivered to you with reference to the Loan
Agreement (the "Revolving Loan Agreement") and the Amended and Restated Term
Loan Agreement (the ("Term Loan Agreement") (as amended, modified or
extended, the "Loan Agreements") each dated as of December 19, 2000, among
the Mississippi Bank of Choctaw Indians d/b/a Choctaw Resort Development
Enterprise, The Mississippi Bank of Choctaw Indians, Bank of America, N.A.,
as Administrative Agent, and each other lender whose name is set forth on the
signature pages of the Loan Agreements. Unless otherwise defined in this
letter, capitalized terms are used herein with the meaning provided for in
the Loan Agreements.
Pursuant to Section 5.27 of the Term Loan Agreement and
pursuant to Section 5.28 of the Revolving Loan Agreement, prior to the
incurrence of the Proposed Senior Financing, Borrower must obtain the written
approval of the Administrative Agent of the terms thereof. The Administrative
Agent hereby approves (1) the terms of the Proposed Senior Financing as
described in the Offering Memorandum, dated as of March 22, 2001, for the
Xxxxxxxx's 9-1/4% Senior Notes due in 2009, (2) the Indenture for the 9-1/4%
Senior Notes due in 2009, dated as of March 30, 2001 (the "Indenture"), (3)
the Borrower's 9-1/4% Senior Notes due in 2009 issued pursuant to the
Indenture, (4) the Collateral Pledge and Security Agreement dated as of March
30, 2001 and (5) the Registration Rights Agreement dated as of March 30,
2001, as heretofore delivered to the Administrative Agent's counsel.
Sincerely,
BANK OF AMERICA, N.A.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Vice President
