PURCHASE AGREEMENTPurchase Agreement • November 10th, 2010 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATION As Representative of the Initial Purchasers One Bryant Park New York, New York 10036
SEPARATION AGREEMENTSeparation Agreement • April 8th, 2008 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT (this “Agreement”), made and entered into as of this 8th day of April, 2008 to be effective as of April 11, 2008 (the “Termination Date”), by and between the Seneca Gaming Corporation (“Parent”), a wholly-owned governmental instrumentality of the Seneca Nation of Indians (the “Nation”) and Patrick M. Fox (“Executive”),
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2008 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of this 1st day of July, 2008, by and between the Seneca Gaming Corporation (“Parent”), a governmental instrumentality of the Seneca Nation of Indians of New York (the “Nation”) and David Sheridan (“Executive”).
HEAD LEASE AGREEMENT BETWEEN SENECA NATION OF INDIANSHead Lease Agreement • March 8th, 2007 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
THIS HEAD LEASE AGREEMENT (this “Lease” or “Lease Agreement”) dated February 28, 2007 and effective as of May 1, 2004 (the “Effective Date”), between the Seneca Nation of Indians (“Landlord” or the “Nation”), a sovereign Indian nation, having an office at 1490 Route 438, Irving, New York (Cattaraugus Territory) 14801 and an office with the address of P.O. Box 231, Salamanca, New York (Allegany Territory) 14779, and the Seneca Territory Gaming Corporation, a wholly-owned governmental instrumentality of the Nation (“Tenant” or “STGC”), having an address at 310 Fourth Street, Niagara Falls, New York (Nation Territory) 14302-0777,
200,000,000 7¼% Senior Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • August 15th, 2005 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 20th, 2006 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
This Amendment No. 1 to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into on September 14, 2006 and effective as of June 22, 2006, by and between Seneca Gaming Corporation, a governmental instrumentality of the Seneca Nation of Indians of New York (the “Parent”) and Joseph D’Amato (“Executive”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Employment Agreement made and entered into as of July 13, 2004, by and between the Parent and Executive (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2005 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 23rd day of May, 2005, among Seneca Gaming Corporation, a tribally chartered entity under the laws of the Seneca Nation of Indians of New York (the “Company”), the Guarantors party hereto, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”).
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 2nd, 2006 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
This Amendment No. 1 to the Second Amended and Restated Employment Agreement (this "Amendment") is made and entered into effective as of January 30, 2006, and is effective as of October 1, 2005, by and between Seneca Gaming Corporation, a governmental instrumentality of the Seneca Nation of Indians of New York (the "Parent") and John Pasqualoni ("Executive"). Capitalized terms not defined herein shall have the respective meaning ascribed to such terms in the Second Amended and Restated Employment Agreement made and entered into as of April 6, 2005, by and between the Parent and Executive (the "Agreement").
TERM LOAN TERMINATION AGREEMENTJunket Letter Agreement • May 10th, 2005 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT (the “Agreement”), made and entered into as of this 9th day of May 2005, by and between Freemantle Limited, a corporation organized in the Isle of Man (“Lender”), the Seneca Nation of Indians, a federally recognized Indian Tribe and native American sovereign nation (the “Nation”), and Seneca Niagara Falls Gaming Corporation (the “Borrower”), a wholly-owned governmental instrumentality of the Nation with its principal place of business in the Niagara Territory of the Nation (collectively, the “Parties”).
AMENDMENT NO. 2 TOEmployment Agreement • September 20th, 2006 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
This Amendment No. 2 to Employment Agreement (this “Amendment”) is made and entered into effective as of September 14, 2006, by and between Seneca Gaming Corporation (the “Parent”), a governmental instrumentality of the Seneca Nation of Indians of New York, and Barry W. Brandon (“Executive”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Employment Agreement made and entered into as of July 13, 2004, by and between the Parent and Executive, as amended by Amendment No. 1 to Employment Agreement effective as of October 1, 2005 (the Employment Agreement as amended by Amendment No. 1 to Employment Agreement is referred to as the “Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2005 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
AGREEMENT, dated as of this 28th day of April, 2005, by and between the Seneca Gaming Corporation (the “Parent”), a governmental instrumentality of the Seneca Nation of Indians of New York (the “Nation”) with its principal place of business in the State of New York and Rajat R. Shah (“Executive”).
CONSTRUCTION MANAGEMENT AGREEMENT (BUFFALO CREEK CASINO DEMOLITION PROJECT) BETWEEN SENECA ERIE GAMING CORPORATION as Owner AND SENECA CONSTRUCTION MANAGEMENT CORPORATION as Construction Manager MAY 9, 2006Construction Management Agreement • May 10th, 2006 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
This Construction Management Agreement is made as of May 9, 2006 (the “Effective Date”), by and between Seneca Construction Management Corporation (“Construction Manager”) and Seneca Erie Gaming Corporation (“Owner”).
SUPPLEMENTAL INDENTURESupplemental Indenture • August 15th, 2005 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 23, 2005, is among Seneca Gaming Corporation (the “Company”), the subsidiary guarantors parties hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO HEAD LEASE AGREEMENT BETWEEN THE SENECA NATION OF INDIANS AND SENECA ERIE GAMING CORPORATIONHead Lease Agreement • April 1st, 2008 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT TO HEAD LEASE AGREEMENT (this “Amendment”) is made by and between THE SENECA NATION OF INDIANS (the “Landlord”) and SENECA ERIE GAMING CORPORATION (“Tenant”) as of the 1st day of October, 2007 (the “Effective Date”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • November 30th, 2005 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
This Amendment No. 1 to the Employment Agreement (this "Amendment") is made and entered into effective as of October 1, 2005, by and between Seneca Gaming Corporation, a governmental instrumentality of the Seneca Nation of Indians of New York (the "Parent") and Barry W. Brandon ("Executive"). Capitalized terms not defined herein shall have the respective meaning ascribed to such terms in the Employment Agreement made and entered into as of July 13, 2004, by and between the Parent and Executive (the "Agreement").
AMENDMENT NO. 1 TO NATION AGREEMENTNation Agreement • August 15th, 2005 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
This Amendment No.1 (this “Amendment”) to the Nation Agreement dated May 5, 2004 (the “Original Agreement”) between The Seneca Nation of Indians of New York, a sovereign federally recognized Indian Nation (the “Nation”), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”) and Wells Fargo Bank, National Association, as trustee for the holders of the Notes referred to below (the “Trustee”) is made and entered into this 23rd day of May, 2005.
EMPLOYMENT AGREEMENTEmployment Agreement • December 18th, 2006 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT (this “Agreement”) is executed this 15th day of December, 2006, to be effective as of June 22, 2006 (the “Effective Date”) between the Seneca Gaming Corporation (the “Company”), a wholly-owned subsidiary of the Seneca Gaming Corporation and a governmental instrumentality of the Seneca Nation of Indians of New York (the “Nation”), and Pat Fox (“Employee”).
LOAN AGREEMENT between SENECA GAMING CORPORATION as the Borrower, and KEYBANK NATIONAL ASSOCIATION as Lender Dated as of June 19, 2008Loan Agreement • June 25th, 2008 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
This LOAN AGREEMENT is entered into by and among the SENECA GAMING CORPORATION (together with its successors and assigns, the “Borrower”), a corporation formed under the laws of and wholly owned by the Seneca Nation of Indians (the “Nation”), a federally recognized Indian tribe, and KEYBANK NATIONAL ASSOCIATION (the “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2008 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of this 16th day of March, 2008, by and between the Seneca Gaming Corporation (“Parent”), a governmental instrumentality of the Seneca Nation of Indians of New York (the “Nation”) and Catherine A. Walker (“Executive”).
SEPARATION AND CONSULTING AGREEMENTSeparation and Consulting Agreement • April 6th, 2005 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT (this “Agreement”), made and entered into as of this 6th day of April 2005, by and between Seneca Gaming Corporation (the “Parent”), a wholly-owned governmental instrumentality of the Seneca Nation of Indians (the “Nation”) with its principal place of business in the Allegany and Niagara Territories of the Nation and G. Michael Brown (“Executive”)
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 9th, 2005 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
AGREEMENT amended and restated as of this 6th day of April, 2005 by and between the Seneca Gaming Corporation (the “Parent”), a governmental instrumentality of the Seneca Nation of Indians of New York (the “Nation”) with its principal place of business in the State of New York and John Pasqualoni (“Executive”).
SENECA GAMING CORPORATION, THE GUARANTORS, parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeSupplemental Indenture • November 19th, 2010 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of November 18, 2010, among Seneca Gaming Corporation (the “Company”), the subsidiary guarantors parties hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2008 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective as of this 26th day of June, 2008, by and between the Seneca Gaming Corporation (“Parent”), a governmental instrumentality of the Seneca Nation of Indians of New York (the “Nation”) and Robert Chamberlain (“Executive”).
SENECA GAMING CORPORATION, THE GUARANTORS PARTIES HERETO,Second Supplemental Indenture • January 8th, 2008 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 28, 2007, is among Seneca Gaming Corporation (the “Company”), the existing subsidiary guarantors parties hereto (the “Existing Guarantors”), Lewiston Golf Course Corporation (the “Additional Guarantor”) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
SECOND AMENDMENT TO HEAD LEASE AGREEMENT BETWEEN THE SENECA NATION OF INDIANS AND SENECA TERRITORY GAMING CORPORATIONHead Lease Agreement • March 24th, 2009 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
THIS SECOND AMENDMENT TO HEAD LEASE AGREEMENT (this “Amendment”) is made by and between THE SENECA NATION OF INDIANS (the “Landlord”) and SENECA TERRITORY GAMING CORPORATION (“Tenant”) as of the 1st day of October, 2008 (the “Effective Date”).
AGREEMENTAgreement • November 14th, 2006 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS AGREEMENT is made and entered into on the day of October, 2006 between the City of Buffalo, New York (“City”), the Seneca Gaming Corporation (“Corporation”), Seneca Erie Gaming Corporation (“SEGC”) and, solely for purposes of Sections 4(a), 8, 9(c), 10 and 11 hereof, but subject to Sections 1, 2 and 3 hereof, the Seneca Nation of Indians (the “Seneca Nation” or the “Nation”), and shall be effective as set forth in Section 2 hereof.
AMENDMENT NO. 1 TOEmployment Agreement • September 20th, 2006 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
This Amendment No. 1 to Employment Agreement (this “Amendment”) is made and entered into effective as of September 14, 2006, by and between Seneca Gaming Corporation (the “Parent”), a governmental instrumentality of the Seneca Nation of Indians of New York, and Rajat Shah (“Executive”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Employment Agreement made and entered into as of April 28, 2005, by and between the Parent and Executive (the “Agreement”).
SECOND AMENDMENT TO HEAD LEASE AGREEMENT BETWEEN THE SENECA NATION OF INDIANS AND SENECA ERIE GAMING CORPORATIONHead Lease Agreement • March 24th, 2009 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
THIS SECOND AMENDMENT TO HEAD LEASE AGREEMENT (this “Amendment”) is made by and between THE SENECA NATION OF INDIANS (the “Landlord”) and SENECA ERIE GAMING CORPORATION (“Tenant”) as of the 1st day of October, 2008 (the “Effective Date”).
FIRST AMENDMENT TO HEAD LEASE AGREEMENT BETWEEN THE SENECA NATION OF INDIANS AND SENECA TERRITORY GAMING CORPORATIONHead Lease Agreement • April 1st, 2008 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT TO HEAD LEASE AGREEMENT (this “Amendment”) is made by and between THE SENECA NATION OF INDIANS (the “Landlord”) and SENECA TERRITORY GAMING CORPORATION (“Tenant”) as of the 1st day of October, 2007 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2010 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of this 23rd day of June, 2010, by and between the Seneca Gaming Corporation (“Parent”), a governmental instrumentality of the Seneca Nation of Indians of New York (the “Nation”) and Lee K. Shannon (“Executive”). This Agreement shall become effective as of the Commencement Date (as defined in Section 2 below).
SENECA TERRITORY GAMING CORPORATIONSeneca Gaming Corp • July 18th, 2005 • Services-miscellaneous amusement & recreation
The Seneca Territory Gaming Corporation (“STGC”), a wholly owned subsidiary of Seneca Gaming Corporation, a governmental instrumentality of the Seneca Nation of Indians, and Klewin Gaming & Hospitality, Inc. (“Klewin” and together with STGC, the “Parties” and each a “Party”) have mutually determined to terminate the Agreement by and between STGC and Klewin dated September 1, 2004 (the “Agreement”), on the terms set forth in this Letter of Agreement as follows:
AMENDED AND RESTATED HEAD LEASE AGREEMENT (“Lease”) BETWEEN SENECA NATION OF INDIANS as Landlord and SENECA NIAGARA FALLS GAMING CORPORATION as Tenant Effective Date: October 1, 2007Head Lease Agreement • April 1st, 2008 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
THIS AMENDED AND RESTATED HEAD LEASE AGREEMENT effective as of October 1, 2007 (“Lease” or “Lease Agreement”) between the Seneca Nation of Indians (“Landlord” or the “Nation”), a sovereign Indian nation, having an office at 1490 Route 438, Irving, New York (Cattaraugus Territory) 14801 and an office with the address of P.O. Box 231, Salamanca, New York (Allegany Territory) 14779, and the Seneca Niagara Falls Gaming Corporation, a wholly-owned governmental instrumentality of the Nation (“Tenant” or “SNFGC”), having an address at 310 Fourth Street, Niagara Falls, New York (Nation Territory) 14302-0777,
DISTRIBUTION AGREEMENT among SENECA NATION OF INDIANS, SENECA NATION OF INDIANS CAPITAL IMPROVEMENTS AUTHORITY, SENECA GAMING CORPORATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee dated April 27, 2007 This instrument was drafted by:Distribution Agreement • May 1st, 2007 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
This DISTRIBUTION AGREEMENT, dated as of the 27th day of April, 2007, by and among the SENECA NATION OF INDIANS, a federally recognized and sovereign Indian Nation (the “Nation”), SENECA NATION OF INDIANS CAPITAL IMPROVEMENTS AUTHORITY, a governmental instrumentality of the Nation (the “Authority”), SENECA GAMING CORPORATION, a tribally chartered corporation wholly-owned by the Nation (“SGC”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association with trust powers (the “Trustee”);
FIRST AMENDMENT TO AMENDED AND RESTATED HEAD LEASE AGREEMENT BETWEEN THE SENECA NATION OF INDIANS AND SENECA NIAGARA FALLS GAMING CORPORATIONHead Lease Agreement • March 24th, 2009 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT TO AMENDED AND RESTATED HEAD LEASE AGREEMENT (this “Amendment”) is made by and between THE SENECA NATION OF INDIANS (the “Landlord”) and SENECA NIAGARA FALLS GAMING CORPORATION (“Tenant”) as of the 1st day of October, 2008 (the “Effective Date”).
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 23rd, 2009 • Seneca Gaming Corp • Services-miscellaneous amusement & recreation • New York
THIS FIRST AMENDMENT TO LOAN AGREEMENT dated as of December 18, 2009 (this “Amendment”), is between the SENECA GAMING CORPORATION (together with its successors and assigns, the “Borrower”), a corporation formed under the laws of and wholly owned by the Seneca Nation of Indians (the “Nation”), a federally recognized Indian tribe, and KEYBANK NATIONAL ASSOCIATION (the “Lender”), a national banking association.
