CHOCTAW RESORT DEVELOPMENT ENTERPRISE
EXHIBIT 10.19 AMENDMENT NO. 3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>a4539492ex1019.txt
<DESCRIPTION>EXHIBIT 10.19 AMENDMENT NO. 3
<TEXT>


                                                                  Exhibit 10.19

                                AMENDMENT NO. 3

     This Amendment No. 3 dated as of March 25, 2003 (this "Amendment") is
executed with reference to the Loan Agreement dated as of December 19, 2000,
among The Mississippi Band of Choctaw Indians d/b/a Choctaw Resort Development
Enterprise (the "Borrower"), an unincorporated business enterprise of The
Mississippi Band of Choctaw Indians, a federally recognized Indian Tribe and
Native American sovereign nation (the "Tribe"), Bank of America, N.A. (the
"Administrative Agent"), and each other lender whose name is set forth on the
signature pages thereof or which may have executed and delivered an Assignment
Agreement (as amended and as the same may be amended, supplemented or otherwise
modified from time to time, the "Loan Agreement").

                                    RECITALS


     A. The Borrower has requested that the Lenders amend the Loan Agreement as
set forth below.

     B. The Lenders are willing to amend the Loan Agreement subject to the
conditions and in accordance with the terms and provisions of this Amendment.

                                    AGREEMENT

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby covenant
and agree to be bound as follows:

     Section 1. Capitalized Terms. Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the Loan
Agreement, unless the context shall otherwise require.

     Section 2. Amendments. The Loan Agreement is hereby amended as follows:

     2.1 Definitions.

     Section 1.1 of the Loan Agreement is amended by deleting the definition of
"Annualized Gaming EBITDA".

          Section 1.1 of the Loan Agreement is further amended by amending the
     definitions of "Base Rate Margin", "Commitment Fee Rate" and LIBOR Margin"
     to read in their entireties as follows:

     "Base Rate Margin" means, (a) during the Initial Pricing Period, 0.50% per
annum, and (b) during each subsequent Pricing Period, the interest rate margin
per annum set forth below opposite the Total Leverage Ratio as of the last day
of the Fiscal Quarter ending two months prior to the first day of that Pricing
Period:


<PAGE>


           Total Leverage Ratio                             Base Rate Margin
           --------------------                             ----------------

           Less than 0.50:1.00                                  0.50%

           Greater than or equal to 0.50:1.00
           but less than 1.00:1:00                              0.75%

           Greater than or equal to 1.00:1.00
           but less than 1.50:1.00                              1.00%

           Greater than or equal to 1.50:1.00
           but less than 2.00:1:00                              1.25%

           Greater than or equal to 2.00:1.00
           but less than 2.50:1.00                              1.50%

           Greater than or equal to 2.50:1.00
           but less than 3.00:1.00                              1.875%

           Greater than or equal to 3.00:1.00                   2.25%

     "Commitment Fee Rate" means (a) during the Initial Pricing Period, 0.40%
per annum, and (b) during each subsequent Pricing Period, the rate per annum set
forth below opposite the Total Leverage Ratio as of the last day of the Fiscal
Quarter ending two months prior to the first day of that Pricing Period:

           Total Leverage Ratio                        Commitment Fee Rate
           --------------------                        -------------------

           Less than 0.50:1.00                         0.40%

           Greater than or equal to 0.50:1.00
           but less than 2.00:1.00                     0.50%

           Greater than or equal to 2.00:1.00
           but less than 2.50:1.00                     0.60%

           Greater than or equal to 2.50:1.00          0.625%

     "LIBOR Margin" means, (a) during the Initial Pricing Period, 1.75% per
annum, and (b) during each subsequent Pricing Period, the interest rate margin
per annum set forth below opposite the Total Leverage Ratio as of the last day
of the Fiscal Quarter ending two months prior to the first day of that Pricing
Period:


                                       2
<PAGE>

         Total Leverage Ratio                                 LIBOR Margin
         --------------------                                 ------------

         Less than 0.50:1.00                                  1.75%

         Greater than or equal to 0.50:1.00
         but less than 1.00:1:00                              2.00%

         Greater than or equal to 1.00:1.00
         but less than 1.50:1.00                              2.25%

         Greater than or equal to 1.50:1.00
         but less than 2.00:1:00                              2.50%

         Greater than or equal to 2.00:1.00
         but less than 2.50:1.00                              2.75%

         Greater than or equal to 2.50:1.00
         but less than 3.00:1.00                              3.125%

         Greater than or equal to 3.00:1.00                   3.50%

     Section 1.1 of the Loan Agreement is further amended by deleting the word
"Annualized" from clause (a) of the definition of "Fixed Charge Coverage Ratio".

     Section 1.1 of the Loan Agreement is further amended by deleting the word
"Annualized" in clause (b) of the definition of "Total Leverage Ratio".

     2.2 Fixed Charge Coverage Ratio. Section 7.13 of the Loan Agreement is
amended by deleting the word "Annualized" in clause (a).

     2.3 Total Leverage Ratio. Section 7.12 of the Loan Agreement is amended in
its entirety to read as follows:

          7.12 Total Leverage Ratio. Permit the Total Leverage Ratio, as of the
     last day of any Fiscal Quarter ending (a) during the period occurring
     between March 31, 2003 and December 31, 2003, to exceed 3.20:1.00, (b)
     March 31, 2004, to exceed 3.00:1.00, (c) June 30, 2004 and September 30,
     2004, to exceed 2.75:1.00, or (d) thereafter, to exceed 2.50:1.00.

     2.4 Financial and Business Information. Section 9.1(a) of the Loan
Agreement is amended by deleting the word "including" in the second line thereof
and substituting the words "other than" therefore.

     2.5 Compliance Certificates. Section 9.2 of the Loan Agreement is amended
by deleting the number "9.1(b)" from the fifth line thereof and substituting the
words "within 45 days after the end of the fourth Fiscal Quarter" therefore.

                                       3
<PAGE>


     Section 3. Effectiveness of Amendments. The amendments contained in this
Amendment shall become effective upon delivery by the Borrower of, and
compliance by the Borrower with, the following:

          3.1 This Amendment duly executed by the Borrower.

          3.2 Written consent of the Requisite Lenders as required under Section
     13.2 of the Loan Agreement in the form of Exhibit A (the "Consent") to this
     Amendment.

          3.3 The Borrower shall have satisfied the Administrative Agent that
     the Borrower and the Tribe have duly authorized the execution and delivery
     of the Amendment.

          3.4 The Borrower shall have paid to each Lender executing a Consent an
     amendment fee of 20 basis points of such Lender's Commitment.

          3.5 The Borrower shall have satisfied such other conditions as
     specified by the Administrative Agent, including payment of all unpaid
     legal fees and expenses incurred by the Administrative Agent through the
     date of this Amendment in connection with the Loan Agreement and this
     Amendment.

               Section 4. Representations, Warranties, Authority, No Adverse
          Claim.

          4.1 Reassertion of Representations and Warranties, No Default. The
     Borrower hereby represents that on and as of the date hereof and after
     giving effect to this Amendment (a) all of the representations and
     warranties contained in the Loan Agreement are true, correct and complete
     in all respects as of the date hereof as though made on and as of such
     date, except for changes permitted by the terms of the Loan Agreement, and
     (b) there will exist no Default or Event of Default under the Loan
     Agreement as amended by this Amendment on such date which has not been
     waived by the Lenders.

          4.2 Authority, No Conflict, No Consent Required. The Borrower
     represents and warrants that the Borrower has the power and legal right and
     authority to enter into the Amendment and has duly authorized as
     appropriate the execution and delivery of the Amendment and other
     agreements and documents executed and delivered by the Borrower in
     connection herewith or therewith by proper organizational action, and
     neither of the Amendment nor the agreements contained herein contravenes or
     constitutes a default under any agreement, instrument or indenture to which
     the Borrower is a party or a signatory or a provision of the Borrower's
     organizational documents or any other agreement or requirement of law, or
     result in the imposition of any Lien on any of its property under any
     agreement binding on or applicable to the Borrower or any of its property
     except, if any, in favor of the Administrative Agent. The Borrower
     represents and warrants that no consent, approval or authorization of or
     registration or declaration with any Person, including but not limited to
     any governmental authority, is required in connection with the execution
     and delivery by the Borrower of the Amendment or other agreements and
     documents executed and delivered by the Borrower in connection therewith or
     the performance of obligations of the Borrower herein.

                                       4
<PAGE>

          4.3 No Adverse Claim. The Borrower warrants, acknowledges and agrees
     that no events have been taken place and no circumstances exist at the date
     hereof which would give the Borrower a basis to assert a defense, offset or
     counterclaim to any claim of the Administrative Agent of any Lender with
     respect to the Obligations.

               Section 5. Affirmation of Loan Agreement, Further References,
          Affirmation of Security Interest. The Administrative Agent, the
          Lenders and the Borrower each acknowledge and affirm that the Loan
          Agreement, as hereby amended, is hereby ratified and confirmed in all
          respects and all terms, conditions and provisions of the Loan
          Agreement, except as amended by this Amendment, shall remain
          unmodified and in full force and effect. All references in any
          document or instrument to the Loan Agreement are hereby amended and
          shall refer to the Loan Agreement as amended by this Amendment. The
          Borrower confirms to the Administrative Agent and the Lenders that the
          Obligations are and continue to be secured by the security interest
          granted by the Borrower in favor of the Administrative Agent for the
          benefit of the Lenders under the Security Agreement, and all of the
          terms, conditions, provisions, agreements, requirements, promises,
          obligations, duties, covenants and representations of the Borrower
          under such documents and any and all other documents and agreements
          entered into with respect to the obligations under the Loan Agreement
          are incorporated herein by reference and are hereby ratified and
          affirmed in all respects by the Borrower.

               Section 6. Successors. The Amendment shall be binding upon the
          Borrower, the Administrative Agent and the Lenders and their
          respective successors and assigns, and shall inure to the benefit of
          the Borrower, the Administrative Agent and the Lenders and the
          successors and assigns of the Administrative Agent and the Lenders.

               Section 7. Legal Expenses. The Borrower agrees to reimburse the
          Administrative Agent upon execution of this Amendment, for all
          reasonable out-of-pocket expenses (including attorney's fees and legal
          expenses of Dorsey & Whitney LLP, counsel for Administrative Agent)
          incurred in connection with the negotiation, preparation and execution
          of the Amendment and all other documents negotiated, prepared and
          executed in connection with the Amendment, and in enforcing the
          obligations of the Borrower under the Amendment, and to pay and save
          the Administrative Agent and the Lenders harmless from all liability
          for, any stamp or other taxes which may be payable with respect to the
          execution or delivery of the Amendment, which obligations of the
          Borrower shall survive any termination of the Loan Agreement.

               Section 8. Counterparts. The Amendment may be executed in several
          counterparts as deemed necessary or convenient, each of which, when so
          executed, shall be deemed an original, provided that all such
          counterparts shall be regarded as one and the same document, and any
          party to the Amendment may execute any such agreement by executing a
          counterpart of such agreement.

                                       5
<PAGE>

               Section 9. Governing Law. THE AMENDMENT SHALL BE GOVERNED BY THE
          INTERNAL LAWS OF THE STATE OF MISSISSIPPI, WITHOUT GIVING EFFECT TO
          CONFLICT OF LAW PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS
          APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR
          AFFILIATES.

                                       6
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
     be executed as of the date and year first above written.


                                   THE MISSISSIPPI BAND OF CHOCTAW
                                   INDIANS D/B/A CHOCTAW RESORT
                                   DEVELOPMENT ENTERPRISE


                                   By:  /s/ Phillip Martin
                                   -------------------------
                                   Title: Chairman of the Board


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


                                   By: /s/ Gina Meador
                                   ---------------------
                                   Title: Vice President



                                       7
<PAGE>

                                                   EXHIBIT A TO AMENDMENT NO. 3


                                CONSENT OF LENDER


     This Consent of Lender is delivered with reference to the Loan Agreement
dated as of December 19, 2000 among The Mississippi Band of Choctaw Indians
d/b/a Choctaw Resort Development Enterprise, an unincorporated business
enterprise of The Mississippi Band of Choctaw Indians, a federally recognized
Indian Tribe and Native American sovereign nation, the Lenders referred to
therein, and Bank of America, N.A., as Administrative Agent. Terms defined in
the Loan Agreement are used herein with the same meanings.

     The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 3 to Loan Agreement by the
Administrative Agent thereunder on behalf of the Lenders thereunder,
substantially in the form presented to the undersigned as a draft.


                       __________________________________
                       [Name Of Lender]


                       By: ______________________________

                        _________________________________
                       [Print Name and Title]



                       Dated:  ________________   , 2003



                                       8
<PAGE>

                                CONSENT OF LENDER


     This Consent of Lender is delivered with reference to the Loan Agreement
dated as of December 19, 2000 among The Mississippi Band of Choctaw Indians
d/b/a Choctaw Resort Development Enterprise, an unincorporated business
enterprise of The Mississippi Band of Choctaw Indians, a federally recognized
Indian Tribe and Native American sovereign nation, the Lenders referred to
therein, and Bank of America, N.A., as Administrative Agent. Terms defined in
the Loan Agreement are used herein with the same meanings.

     The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 3 to Loan Agreement by the
Administrative Agent thereunder on behalf of the Lenders thereunder,
substantially in the form presented to the undersigned as a draft.


                             Bank of America, N.A.
                            -----------------------------
                            [Name Of Lender]


                            By: /s/ Jon Varnell
                            -----------------------------

                             Jon Varnell, Managing Director
                             -------------------------------
                            [Print Name and Title]



                            Dated:  April 17  , 2003
                                  ------------


<PAGE>


                                CONSENT OF LENDER


     This Consent of Lender is delivered with reference to the Loan Agreement
dated as of December 19, 2000 among The Mississippi Band of Choctaw Indians
d/b/a Choctaw Resort Development Enterprise, an unincorporated business
enterprise of The Mississippi Band of Choctaw Indians, a federally recognized
Indian Tribe and Native American sovereign nation, the Lenders referred to
therein, and Bank of America, N.A., as Administrative Agent. Terms defined in
the Loan Agreement are used herein with the same meanings.

     The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 3 to Loan Agreement by the
Administrative Agent thereunder on behalf of the Lenders thereunder,
substantially in the form presented to the undersigned as a draft.


                                   THE CIT GROUP/EQUIPMENT FINANCING, INC.
                                   ----------------------------------------
                                   [Name Of Lender]


                                   By: /s/ Katie J. Saunders
                                   --------------------------

                                   Katie J. Saunders, Senior Credit Analyst
                                   ----------------------------------------
                                   [Print Name and Title]



                                   Dated:  April 14  , 2003
                                        -------------



<PAGE>


                                CONSENT OF LENDER


     This Consent of Lender is delivered with reference to the Loan Agreement
dated as of December 19, 2000 among The Mississippi Band of Choctaw Indians
d/b/a Choctaw Resort Development Enterprise, an unincorporated business
enterprise of The Mississippi Band of Choctaw Indians, a federally recognized
Indian Tribe and Native American sovereign nation, the Lenders referred to
therein, and Bank of America, N.A., as Administrative Agent. Terms defined in
the Loan Agreement are used herein with the same meanings.

     The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 3 to Loan Agreement by the
Administrative Agent thereunder on behalf of the Lenders thereunder,
substantially in the form presented to the undersigned as a draft.


                                HIBERNIA NATIONAL BANK
                                ----------------------
                                [Name Of Lender]


                                By:  /S/ Chris Haskew
                                 ---------------------

                                Chris Haskew, Vice President
                                ----------------------------
                                [Print Name and Title]



                                Dated:  4/15   , 2003
                                      --------



<PAGE>

                                CONSENT OF LENDER


     This Consent of Lender is delivered with reference to the Loan Agreement
dated as of December 19, 2000 among The Mississippi Band of Choctaw Indians
d/b/a Choctaw Resort Development Enterprise, an unincorporated business
enterprise of The Mississippi Band of Choctaw Indians, a federally recognized
Indian Tribe and Native American sovereign nation, the Lenders referred to
therein, and Bank of America, N.A., as Administrative Agent. Terms defined in
the Loan Agreement are used herein with the same meanings.

     The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 3 to Loan Agreement by the
Administrative Agent thereunder on behalf of the Lenders thereunder,
substantially in the form presented to the undersigned as a draft.


                              NATIONAL CITY BANK OF MICHIGAN/
                              ILLINOIS
                              ---------------------------------
                              [Name Of Lender]


                              By:  /S/ Russell H. Liebetrau, Jr.
                                 -------------------------------

                              Russell H. Liebetrau, Jr.  Senior Vice President
                              ------------------------------------------------
                              [Print Name and Title]



                              Dated:  4/17   , 2003
                                    ----------


<PAGE>



                                                 CONSENT OF LENDER


     This Consent of Lender is delivered with reference to the Loan Agreement
dated as of December 19, 2000 among The Mississippi Band of Choctaw Indians
d/b/a Choctaw Resort Development Enterprise, an unincorporated business
enterprise of The Mississippi Band of Choctaw Indians, a federally recognized
Indian Tribe and Native American sovereign nation, the Lenders referred to
therein, and Bank of America, N.A., as Administrative Agent. Terms defined in
the Loan Agreement are used herein with the same meanings.

     The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 3 to Loan Agreement by the
Administrative Agent thereunder on behalf of the Lenders thereunder,
substantially in the form presented to the undersigned as a draft.


                                   TRUSTMARK NATIONAL BANK
                                   ------------------------
                                   [Name Of Lender]


                                   By:  /s/ Craig E. Sosebee
                                   ---------------------------

                                   CRAIG E. SOSEBEE, VICE PRESIDENT
                                   --------------------------------
                                   [Print Name and Title]



                                   Dated:  April 9   , 2003
                                        -------------



<PAGE>


                                CONSENT OF LENDER


     This Consent of Lender is delivered with reference to the Loan Agreement
dated as of December 19, 2000 among The Mississippi Band of Choctaw Indians
d/b/a Choctaw Resort Development Enterprise, an unincorporated business
enterprise of The Mississippi Band of Choctaw Indians, a federally recognized
Indian Tribe and Native American sovereign nation, the Lenders referred to
therein, and Bank of America, N.A., as Administrative Agent. Terms defined in
the Loan Agreement are used herein with the same meanings.

     The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 3 to Loan Agreement by the
Administrative Agent thereunder on behalf of the Lenders thereunder,
substantially in the form presented to the undersigned as a draft.


                            UNION PLANTERS BANK, NATIONAL ASSOCIATION
                             ----------------------------------------
                            [Name Of Lender]


                            By: /s/ Larry Ratzlaff
                            -----------------------

                            Larry Ratzlaff, Senior Vice President
                            -------------------------------------
                            [Print Name and Title]



                            Dated:  April 16, 2003
                                -------------



<PAGE>


                                CONSENT OF LENDER


     This Consent of Lender is delivered with reference to the Loan Agreement
dated as of December 19, 2000 among The Mississippi Band of Choctaw Indians
d/b/a Choctaw Resort Development Enterprise, an unincorporated business
enterprise of The Mississippi Band of Choctaw Indians, a federally recognized
Indian Tribe and Native American sovereign nation, the Lenders referred to
therein, and Bank of America, N.A., as Administrative Agent. Terms defined in
the Loan Agreement are used herein with the same meanings.

     The undersigned Lender hereby consents to the execution, delivery and
performance of the proposed Amendment No. 3 to Loan Agreement by the
Administrative Agent thereunder on behalf of the Lenders thereunder,
substantially in the form presented to the undersigned as a draft.


                                      WELLS FARGO BANK
                                      -----------------
                                      [Name Of Lender]


                                      By:  /S/ Rick Bokum
                                      --------------------

                                      Rick Bokum       Vice President
                                      --------------------------------
                                      [Print Name and Title]



                                      Dated:  April 10  , 2003
                                           --------------



</TEXT>
</DOCUMENT>
