71/4% Senior Notes Due 2012Indenture • July 23rd, 2004 • Seneca Erie Gaming Corp • New York
INDENTURE, dated as of May 5, 2004, among Seneca Gaming Corporation, a tribally chartered corporation formed by the Nation, as issuer (the "Company"), SNFGC (as hereinafter defined), the Guarantors (as hereinafter defined) and Wells Fargo Bank, National Association, a national banking association, as trustee (the "Trustee").
EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2004 • Seneca Erie Gaming Corp • New York
AGREEMENT, dated as of this 13th day of July, 2004, 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 Barry W. Brandon ("Executive").
SENECA GAMING CORPORATION (a tribally chartered entity under the laws of the Seneca Nation) $300,000,000 71/4% Senior Notes due 2012 PURCHASE AGREEMENTPurchase Agreement • July 23rd, 2004 • Seneca Erie Gaming Corp • New York
SCHEDULE A SCHEDULE B SCHEDULE C [List of Subsidiaries] MATERIAL AGREEMENTS AND ORDERS PURSUANT TO SECTION 1(a)(xxx) FORM OF OPINION OF COMPANY'S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(a) FORM OF OPINION OF INITIAL PURCHASERS' COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b) SENECA NIAGARA CASINO NOTEHOLDER CERTIFICATION FORM PURSUANT TO SECTION 6(a)(vi)
Registration Rights Agreement Dated as of May 5, 2004 among Seneca Gaming Corporation, the Guarantors party hereto and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and Wells Fargo Securities, LLCRegistration Rights Agreement • July 23rd, 2004 • Seneca Erie Gaming Corp • New York
This Registration Rights Agreement (the "Agreement") is made and entered into this 5th day of May, 2004, 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 3rd, 2006 • Seneca Erie Gaming Corp • 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").
FIRST AMENDMENT TO CONSTRUCTION MANAGEMENT AGREEMENTConstruction Management Agreement • January 17th, 2006 • Seneca Erie Gaming Corp • Services-miscellaneous amusement & recreation
THIS FIRST AMENDMENT TO CONSTRUCTION MANAGEMENT AGREEMENT (this "First Amendment"), dated as of January 12, 2006, is made by and between SENECA CONSTRUCTION MANAGEMENT CORPORATION ("Construction Manager") and SENECA TERRITORY GAMING CORPORATION ("Owner").
SENECA ERIE GAMING CORPORATION 310 Fourth Street Niagara Falls, NY 14303 716-299-1100 phone 716-299-1200 faxOffer to Purchase • July 23rd, 2004 • Seneca Erie Gaming Corp
NATION AGREEMENT Dated as of November 22, 2002 Between FREEMANTLE LIMITED ("Lender") and SENECA NATION OF INDIANS, ("Nation")Nation Agreement • July 23rd, 2004 • Seneca Erie Gaming Corp • New York
THIS NATION AGREEMENT (as supplemented, modified, amended, restated or extended from time to time, the "Agreement") is made as of the 22nd day of November, 2002, by and between Freemantle Limited, a corporation organized in the Isle of Man ("Lender"), and the Seneca Nation of Indians, a federally recognized Indian Tribe and Native American sovereign nation (the "Nation").
ASSIGNMENT AND PLAN OF DISTRIBUTION AGREEMENTAssignment and Plan of Distribution Agreement • July 23rd, 2004 • Seneca Erie Gaming Corp • New York
This Assignment and Plan of Distribution Agreement (this "Agreement") is entered into and effective as of the 5th day of May, 2004 by and between Seneca Nation of Indians of New York, a sovereign nation (the "Nation") and Seneca Gaming Corporation ("SGC").
AMENDMENT NO. 1 TO TERM LOAN AGREEMENT Dated as of December 6, 2002 Between FREEMANTLE LIMITED as Lender and SENECA NIAGARA FALLS GAMING CORPORATION, as BorrowerTerm Loan Agreement • July 23rd, 2004 • Seneca Erie Gaming Corp • New York
THIS TERM LOAN AGREEMENT (as supplemented, modified, amended, restated or extended from time to time, the "Agreement") is made as of the 22nd day of November, 2002, by and between Freemantle Limited, a corporation organized in the Isle of Man ("Lender"), and Seneca Niagara Falls Gaming Corporation ("Borrower"), a tribally chartered corporation formed by the Seneca Nation of Indians, a federally recognized Indian Tribe and Native American sovereign nation (the "Nation").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 23rd, 2004 • Seneca Erie Gaming Corp • New York
AGREEMENT amended and restated as of this 13th day of July, 2004 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 Annette Mohawk Smith ("Executive").
FIRST AMENDMENT TO AGREEMENT OF LEASE ("Amendment to Lease") BETWEEN SENECA NATION OF INDIANS as Landlord and SENECA NIAGARA FALLS GAMING CORPORATION as Tenant Premises the land and improvements formerly known as the Niagara Falls Convention Center...Agreement of Lease • July 23rd, 2004 • Seneca Erie Gaming Corp
AGREEMENT OF LEASE made as of October , 2002, ("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 14801 and an office with the address of P.O. Box 231, Salamanca, New York 14779, and Seneca Niagara Falls Gaming Corporation, a governmental instrumentality of the Nation ("Tenant" or "SNFGC"), having its principal place of business at the William Seneca Administration Building, 1490 Route 438, Cattaraugus Reservation, Irving, New York 14081.
NATION-STATE GAMING COMPACT BETWEEN THE SENECA NATION OF INDIANS AND THE STATE OF NEW YORKGaming Compact • July 23rd, 2004 • Seneca Erie Gaming Corp
CONSTRUCTION MANAGEMENT AGREEMENT BETWEEN SENECA NIAGARA FALLS GAMING CORPORATION as Owner AND SENECA CONSTRUCTION MANAGEMENT CORPORATION as Construction Manager ENTERED INTO JANUARY 12, 2006 AND EFFECTIVE AS OF SEPTEMBER 1, 2005 [CONFIDENTIAL]Construction Management Agreement • January 17th, 2006 • Seneca Erie Gaming Corp • Services-miscellaneous amusement & recreation
This Construction Management Agreement is made and entered into on January 12, 2006, but is effective as of September 1, 2005 (the "Effective Date"), by and between Seneca Construction Management Corporation ("Construction Manager") and Seneca Niagara Falls Gaming Corporation ("Owner").
NATION AGREEMENTNation Agreement • July 23rd, 2004 • Seneca Erie Gaming Corp • New York
This Nation Agreement (this "Agreement") is made and entered into this 5th day of May, 2004, between The Seneca Nation of Indians of New York (the "Nation"), a sovereign federally recognized Indian 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").
