Exhibit 10.1


EXECUTION
COPY


HEAD LEASE AGREEMENT


BETWEEN


SENECA NATION OF INDIANS


as
Landlord


and


SENECA TERRITORY GAMING CORPORATION


as
Tenant


 


 


 


 


 


Dated February 28, 2007


Effective
as of:  May 1, 2004


 


















TABLE OF CONTENTS


 


	
  

  	
   

  	
   

  	
   

  	
  PAGE

  
	
  ARTICLE 1. PREMISES AND TERM

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
  Premises

  	
   

  	
  1

  
	
  Section 1.02

  	
   

  	
  Term

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 2. RENT

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
  Rent Payments.

  	
   

  	
  1

  
	
  Section 2.02

  	
   

  	
  Rent Net to Landlord

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3. REPRESENTATIONS AND WARRANTIES

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Representations and Warranties of Tenant

  	
   

  	
  2

  
	
  Section 3.02

  	
   

  	
  Representations and Warranties of Landlord

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4. INSURANCE

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Required Coverages.

  	
   

  	
  4

  
	
  Section 4.02

  	
   

  	
  Policy Requirements.

  	
   

  	
  5

  
	
  Section 4.03

  	
   

  	
  Blanket Policies

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5. USE OF INSURANCE PROCEEDS

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6. CONDEMNATION

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.01

  	
   

  	
  Total Condemnation

  	
   

  	
  6

  
	
  Section 6.02

  	
   

  	
  Award to Landlord

  	
   

  	
  6

  
	
  Section 6.03

  	
   

  	
  Date of Taking

  	
   

  	
  7

  
	
  Section 6.04

  	
   

  	
  Partial Condemnation

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7. ASSIGNMENT, SUBLETTING AND MORTGAGES

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Restrictions on Right of Tenant to Transfer Lease

  	
   

  	
  7

  
	
  Section 7.02

  	
   

  	
  Leasehold Mortgage

  	
   

  	
  7

  
	
  Section 7.03

  	
   

  	
  Obligations of Subtenants

  	
   

  	
  10

  
	
  Section 7.04

  	
   

  	
  Tenant’s Obligation to Cure

  	
   

  	
  11

  
	
  Section 7.05

  	
   

  	
  No Waiver

  	
   

  	
  11

  
	
  Section 7.06

  	
   

  	
  Intentionally Omitted.

  	
   

  	
  11

  
	
  Section 7.07

  	
   

  	
  Tenant’s Use

  	
   

  	
  11

  
	
  Section 7.08

  	
   

  	
  Mortgage or other Security Agreement Requirements

  	
   

  	
  11

  
	
  Section 7.09

  	
   

  	
  Mortgagee; Arbitration

  	
   

  	
  11

  
	
  Section 7.10

  	
   

  	
  Landlord to Join in Tenant Mortgage

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8. INTENTIONALLY OMITTED

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9. WASTE AND DAMAGE TO PREMISES

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

  	
  Tenant’s Obligations

  	
   

  	
  12

  
	
  Section 9.02

  	
   

  	
  No Landlord Services

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 i
 









 


	
  ARTICLE
  10. CHANGES, ALTERATIONS AND ADDITIONS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11.
  REQUIREMENTS OF PUBLIC AUTHORITIES AND OF INSURANCE UNDERWRITERS AND POLICIES

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12. LIMITED USE OF WELL WATER

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 13. DISCHARGE OF LIENS

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.01

  	
   

  	
  Discharge of Liens

  	
   

  	
  14

  
	
  Section 13.02

  	
   

  	
  Tenant Indemnity for Liens

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14. LIMITED OBLIGATIONS OF THE PARTIES;
  INDEMNITY

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.01

  	
   

  	
  Tenant Accepts “As Is”

  	
   

  	
  14

  
	
  Section 14.02

  	
   

  	
  No Landlord Representations

  	
   

  	
  14

  
	
  Section 14.03

  	
   

  	
  No Landlord Liability/Indemnification

  	
   

  	
  14

  
	
  Section 14.04

  	
   

  	
  Tenant Indemnity; Insurance

  	
   

  	
  16

  
	
  Section 14.05

  	
   

  	
  Survival

  	
   

  	
  16

  
	
  Section 14.06

  	
   

  	
  No Consequential Damages

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 15. LANDLORD NOT LIABLE FOR INJURY OR
  DAMAGE, ETC.

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 16. INTENTIONALLY OMITTED

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 17. RIGHT OF INSPECTION

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 17.01

  	
   

  	
  Landlord Access to Premises

  	
   

  	
  16

  
	
  Section 17.02

  	
   

  	
  No Landlord Obligation to Repair

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 18. LANDLORD’S RIGHT TO PERFORM TENANT’S
  COVENANTS

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 19. PERMITTED USE; NO UNLAWFUL OCCUPANCY

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 20. EVENTS OF DEFAULT, CONDITIONAL
  LIMITATIONS, REMEDIES

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 20.01

  	
   

  	
  Event of Default

  	
   

  	
  18

  
	
  Section 20.02

  	
   

  	
  Tenant Default; Payment of Rent and Termination of
  Lease

  	
   

  	
  19

  
	
  Section 20.03

  	
   

  	
  Intentionally omitted.

  	
   

  	
  19

  
	
  Section 20.04

  	
   

  	
  No Reinstatement

  	
   

  	
  19

  
	
  Section 20.05

  	
   

  	
  Strict Performance

  	
   

  	
  19

  
	
  Section 20.06

  	
   

  	
  Remedies Cumulative

  	
   

  	
  19

  
	
  Section 20.07

  	
   

  	
  Landlord’s Costs and Expenses

  	
   

  	
  20

  
	
  Section 20.08

  	
   

  	
  Tenant Bankruptcy

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 21. NOTICES

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 22. TERMINATION

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 23. INTENTIONALLY OMITTED

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 24. INTENTIONALLY OMITTED

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 



 ii
 









 


	
  ARTICLE 25. EXCAVATIONS AND SHORING

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 26. CERTIFICATES BY LANDLORD AND TENANT

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 26.01

  	
   

  	
  Landlord Certificate

  	
   

  	
  23

  
	
  Section 26.02

  	
   

  	
  Tenant Certificate

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 27. INTENTIONALLY OMITTED

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 28. ENTIRE AGREEMENT

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 29. QUIET ENJOYMENT

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 30. DISPUTES

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 31. RECORDING OF MEMORANDUM

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 32. NO DISCRIMINATION WITH RESPECT TO THE
  PREMISES

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 33. TENANT’S CHARTER

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 34. MISCELLANEOUS

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 34.01

  	
   

  	
  Captions

  	
   

  	
  25

  
	
  Section 34.02

  	
   

  	
  Table of Contents

  	
   

  	
  25

  
	
  Section 34.03

  	
   

  	
  Plurals

  	
   

  	
  25

  
	
  Section 34.04

  	
   

  	
  Execution of Documents

  	
   

  	
  25

  
	
  Section 34.05

  	
   

  	
  No Merger

  	
   

  	
  25

  
	
  Section 34.06

  	
   

  	
  No Broker

  	
   

  	
  25

  
	
  Section 34.07

  	
   

  	
  Changes of Lease

  	
   

  	
  25

  
	
  Section 34.08

  	
   

  	
  Governing Law

  	
   

  	
  25

  
	
  Section 34.09

  	
   

  	
  Successors and Assigns

  	
   

  	
  25

  
	
  Section 34.10

  	
   

  	
  No Violations

  	
   

  	
  25

  
	
  Section 34.11

  	
   

  	
  References

  	
   

  	
  26

  
	
  Section 34.12

  	
   

  	
  Severable

  	
   

  	
  26

  
	
  Section 34.13

  	
   

  	
  No Abatement

  	
   

  	
  26

  
	
  Section 34.14

  	
   

  	
  Substitution

  	
   

  	
  26

  
	
  Section 34.15

  	
   

  	
  Lease to Run With Land

  	
   

  	
  26

  
	
  Section 34.16

  	
   

  	
  Force Majeure

  	
   

  	
  26

  
	
  Section 34.17

  	
   

  	
  Easements

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Description of Premises Leased for STGC Use

  	
   

  	
   

  



 



 iii















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,


W I T N E S S E T H:


WHEREAS, since May 1, 2004, the Nation has leased to
STGC, a wholly owned governmental instrumentality of the Nation, land on the
Nation’s Allegany Territory, as more fully described on Exhibit A hereto
(the “Premises”) for use as the site for the Seneca Allegany Casino and
Hotel and for related purposes pursuant to an oral lease agreement; and


WHEREAS, the parties acknowledge that STGC has paid
and the Nation has received all payments due to the Nation under said lease
agreement for the lease of the Premises through the date hereof; and


WHEREAS, the Nation and STGC, pursuant to this Lease,
desire to memorialize in writing the terms and conditions pursuant to which
STGC leases the Premises.


NOW, THEREFORE, in consideration of the matters above
recited, for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties, the parties hereto formally
covenant, agree and bind themselves as follows:


article 1.

PREMISES AND TERM


Section 1.01           Premises.  Landlord
does hereby sublease to Tenant, and Tenant does hereby hire and take from
Landlord the Premises, subject to all title matters affecting the Land and
existing as of the date of this Lease Agreement.


Section 1.02           Term.  The
Lease term (the “Term”) shall commence as of the Effective Date of this
Lease and shall expire on the earlier of either (i) the twenty-first (21st) anniversary of gaming
activities under the Compact for Class III gaming between the Nation and the
State of New York, or (ii) such other date as may be herein provided.


Article
2.

RENT


Section 2.01           Rent
Payments.


(a)           Rent.  Commencing as of October 1, 2006, Tenant
shall pay directly to the Landlord, or Landlord’s representative if Tenant is
so notified, annual rent (“Annual Rent”) in the amount of Fifteen
Million Nine Hundred Thirteen Thousand Five Hundred Dollars ($15,913,500.00) in
equal monthly installments of One Million Three Hundred Twenty-Six 



 1
 









Thousand One Hundred Twenty-Five Dollars ($1,326,125.00) in advance on
the first day of each calendar month.. 
On October 1 of each year, the Annual Rent shall automatically increase
to 103% of the prior year’s Annual Rent, provided that no increase in Annual
Rent hereunder may contravene, or constitute a default under, any agreement,
indenture, instrument or other commitment legally binding upon Landlord and/or
Tenant, or to which the Premises are subject (“Commitments”).  Any proposed increase to an amount in excess
of 103% of the prior year’s Annual Rent shall be jointly reviewed by Landlord
and Tenant for consistency with then-applicable Commitments, with any such
increase to be confirmed by the parties in writing prior to its
effectiveness.  The delay or failure of
either party in computing the Annual Rent increase or executing a written
statement of confirmation of such Annual Rent increase will not impair the
continuing obligation of Tenant to pay Annual Rent. All amounts payable by
Tenant pursuant to this Lease Agreement, including, without limiting the
foregoing, Annual Rent, and any other sums, costs, expenses or deposits that
Tenant in any of the provisions of this Lease Agreement assumes or agrees to pay
and/or deposit, shall constitute “Rent” under this Lease.


(b)           Interest
and Penalties.  If any payment of
Rent shall remain unpaid for more than thirty (30) days beyond the due date
thereof, Tenant shall pay to Landlord a late charge equal to four percent (4%)
of any Rental not paid when due and interest at a rate equal to the Prime Rate
(as hereinafter defined) (the “Default Rate”), such interest to accrue
from the due date of such payment to the date of actual payment thereof.  Such late charge and interest shall
constitute Rent hereunder and shall be due and payable by Tenant on
demand.  No failure by Landlord to insist
upon strict performance by Tenant of its obligations to pay late charges shall
constitute a waiver by Landlord of its rights to enforce the provisions of this
Article 2 in any instance thereafter occurring. 
This provision shall not be construed in any way to extend the grace
period or notice period provided for in this Lease.  As used herein “Prime Rate” shall mean the
rate reported by The Wall Street Journal (or its successors) as the so-called “prime
rate”.


Section 2.02           Rent
Net to Landlord.  Rent shall be
absolutely net to Landlord without any abatement, deduction, counterclaim, set
off or offset whatsoever, so that this Lease shall yield, net to Landlord, the
Rent due under the Lease. Tenant shall pay all costs, expenses and charges of
every kind and nature relating to the Premises, which may arise or become due
or payable during or after (but attributable to a period falling within) the
Term.


Article 3.

REPRESENTATIONS AND WARRANTIES


Section 3.01           Representations
and Warranties of Tenant.  Tenant
does hereby represent and warrant as follows:


(a)           Existence
and Power.  Tenant is a Governmental
instrumentality of a sovereign nation and federally recognized “Indian Tribe”
and has the power to enter into the transaction contemplated by this Lease
Agreement and to carry out its obligations and exercise its rights hereunder.


(b)           Authorization.  Tenant is authorized and has the power under
the laws of the Nation to enter into this Lease Agreement and the transactions
contemplated hereby and to perform and carry out all covenants and obligations
on its part to be performed under and 



 2
 









pursuant to this Lease Agreement. 
Tenant by proper action of its Board of Directors and the Nation’s
Council has duly authorized the execution, delivery and performance of this
Lease Agreement and the consummation of the transactions herein contemplated.


(c)           Validity.  Tenant is not prohibited from entering into
this Lease Agreement and discharging and performing all covenants and
obligations on its part to be performed under and pursuant to this Lease
Agreement and the consummation of the transactions contemplated hereby.  Compliance with the provisions of this Lease
Agreement will not conflict with or violate or constitute a breach of or a
default under, the terms, conditions or provisions of any law, rule, regulation
or order, judgment or decree of any court, contractual limitation, restriction
nor indenture, deed of trust, mortgage, loan agreement, other evidence of
indebtedness or any other agreement or instrument to which Tenant is a party or
by which it or any of its property is bound. 
Neither Tenant entering into this Lease Agreement nor Tenant discharging
and performing all covenants and obligations on its part to be performed under
and pursuant to this Lease Agreement will be in conflict with or result in a
breach of or constitute (with due notice and/or lapse of time) a default under
any of the foregoing, or result in the creation or imposition of any lien of
any nature upon any of the property of Tenant under the terms of any of the
foregoing, nor are there any actions, suits or proceedings by or before any
court, administrative agency or other governmental authorities pending, or to
the best of Tenant’s knowledge, threatened, against or affecting Tenant which
would have a material, adverse affect on the ability of Tenant to perform its
obligations under this Lease Agreement. 
This Lease Agreement is the legal, valid and binding obligation of
Tenant enforceable against Tenant in accordance with its terms.


Section 3.02           Representations
and Warranties of Landlord.  The
Landlord does hereby represent and warrant as follows:


(a)           Existence
and Power.  Landlord is a sovereign
nation and federally recognized “Indian Tribe” and has the power to enter into
the transaction contemplated by this Lease Agreement and to carry out its
obligations and exercise its rights hereunder.


(b)           Authorization.  Landlord is authorized and has the power
under the laws of the Nation to enter into this Lease Agreement and the
transactions contemplated hereby and to perform and carry out all covenants and
obligations on its part to be performed under and pursuant to this Lease
Agreement.  Landlord by proper action of
its Tribal Council has duly authorized the execution, delivery and performance
of this Lease Agreement and the consummation of the transactions herein
contemplated.


(c)           Validity.  Landlord is not prohibited from entering into
this Lease Agreement and discharging and performing all covenants and
obligations on its part to be performed under and pursuant to this Lease
Agreement and the consummation of the transactions contemplated hereby.  Compliance with the provisions of this Lease
Agreement will not conflict with or violate or constitute a breach of or a
default under, the terms, conditions or provisions of any law, rule, regulation
or order, judgment or decree of any court, contractual limitation, restriction
nor indenture, deed of trust, mortgage, loan agreement, other evidence of
indebtedness or any other agreement or instrument to which Landlord is a party
or by which it or any of its property is bound. 
Neither Landlord entering into this Lease Agreement nor Landlord 



 3
 









discharging and performing all covenants and obligations on its part to
be performed under and pursuant to this Lease Agreement will be in conflict
with or result in a breach of or constitute (with due notice and/or lapse of
time) a default under any of the foregoing, or result in the creation or
imposition of any lien of any nature upon any of the property of Landlord under
the terms of any of the foregoing, nor are there any actions, suits or
proceedings by or before any court, administrative agency or other governmental
authorities pending, or to the best of Landlord’s knowledge, threatened,
against or affecting Landlord which would have a material, adverse affect on
the ability of Landlord to perform its obligations under this Lease
Agreement.  This Lease Agreement is the
legal, valid and binding obligation of Landlord enforceable against Landlord in
accordance with its terms.


Article 4.

INSURANCE


Section 4.01           Required Coverages.


(a)           Tenant, at its sole cost and expense, shall carry or cause
to be carried, insurance coverage of the type and in minimum limits as follows:


(i)            Insurance on the Premises, including
all improvements located therein and thereon, shall be carried under an “All
Risk” form, including damage by water and subsidence, except for flood and
earthquake.  Such insurance shall be
carried in an amount equal to full replacement value, subject to insurance
market conditions, of the improvements.


(ii)           Commercial general liability
insurance shall be carried on the Premises and operations of the Premises against
any liability for bodily injury, death, and property damage.  Such commercial general liability insurance
shall be on an occurrence basis.  The
insurance against liability for bodily injury and/or death shall be not less
than Five Million and 00/100 ($5,000,000.00) Dollars for each occurrence for
bodily injury and property damage with an annual general aggregate of not less
than Ten Million and 00/100 ($10,000,000.00) Dollars.


(iii)          Motor vehicle liability and property
damage insurance coverage on all owned, non-owned and hired vehicles shall be
provided in the amounts of Five Million and 00/100 ($5,000,000.00) Dollars
combined single limit for bodily injury and property damage.


(iv)          Commercial general liability insurance
shall include completed operations and products liability.


(v)           Workers’ compensation insurance, if
applicable by law or agreement, shall be carried on all persons employed by
Tenant or on its behalf, on or at the Premises, or in the operations of Tenant
in minimum amounts so provided by law or agreement.


(b)           All
insurance provided by or on behalf of Tenant shall be carried in favor of
Landlord and Tenant, as their respective interests may appear, as “additional
insureds”. Any 



 4
 









coverage provided by Tenant, or on its behalf, as required herein also
shall name each Mortgagee (as hereinafter defined) as an additional insured
under a standard Mortgagee Clause (as hereinafter defined).


Section 4.02           Policy
Requirements.


(a)           All
insurance required by any provision of this Lease shall be in such form and
shall be issued by such responsible companies licensed and authorized to do
business in the State of New York as are reasonably acceptable to Landlord and
any Mortgagee.  All policies referred to
in this Lease shall be procured, or caused to be procured, by Tenant at no
expense to Landlord and for periods of not less than one (1) year.  New or renewal policies replacing any
policies expiring during the Term or memoranda or certificates thereof, as
aforesaid, shall be delivered to Landlord on the execution of this Lease and at
least thirty (30) days prior to the date of expiration, together with proof
satisfactory to Landlord that the full premiums have been paid. Premiums on
policies shall not be financed in any manner whereby each Mortgagee, on default
or otherwise, shall have the right or privilege of surrendering or canceling
the policies, provided, however, that premiums may be paid in installments.


(b)           Tenant
and Landlord shall cooperate in connection with the collection of any insurance
moneys that may be due in the event of loss and Tenant and Landlord shall
execute and deliver such proofs of loss and other instruments which may be
required for the purpose of obtaining the recovery of any such insurance
moneys.


(c)           Tenant
shall not carry separate insurance (other than personal injury liability
insurance) concurrent in form or contributing in the event of loss with that
required by this Lease to be furnished by Tenant, unless Landlord and each
Mortgagee (as hereinafter defined) are included therein as insureds with loss
payable as provided in this Lease.


(d)           Each
policy of insurance required to be obtained by Tenant as herein provided and
each duplicate policy issued by the insurer shall contain (i) a provision that
no act or omission of Tenant shall affect or limit the obligation of the
insurance company to pay the amount or any loss sustained, (ii) an agreement by
the insurer that such policy shall not be cancelled or materially modified
without at least thirty (30) days’ prior written notice to Landlord and to each
Mortgagee and (iii) an agreement by the insurer pursuant to which the insurer
waives subrogation (with the exception of workers’ compensation) and having
obtained such clause or endorsement of waiver of subrogation, Tenant agrees
that it will not make any claims against, or seek to recover from, Landlord for
any loss or damage to Tenant’s property covered by its fire and extended
coverage insurance, provided, however, the subject release shall be limited by
the terms and provisions of the waiver of subrogation clause and shall be
co-extensive therewith.


Section 4.03           Blanket
Policies.  The insurance required by
this Lease may, at the option of Tenant, be effected by blanket or umbrella
policies issued to Tenant covering the Premises and other properties owned or
leased by such Tenant, provided that the policies otherwise comply with the
provisions of this Lease and allocate to the Premises and all improvements
thereon and therein the specified coverage, without possibility of reduction or
coinsurance by reason of, or damage to, any other premises named therein, and
if the insurance required by this 



 5
 









Lease shall be effected
by any such blanket or umbrella policies, Tenant shall furnish to Landlord
certificates of insurance for such policies, with schedules thereto attached
showing the amount of insurance afforded by such policies applicable to the
Premises in form and substance satisfactory to Landlord.


Article 5.

USE OF INSURANCE PROCEEDS


(a)           If
the Premises or improvements thereon or therein shall be destroyed or damaged
in whole or in part by fire or other casualty of any kind or nature, ordinary
or extraordinary, foreseen or unforeseen (each, a “Casualty”), Tenant
shall give to Landlord prompt notice thereof. Tenant may, at its election, repair,
alter, restore, replace and rebuild the same, or the functional equivalent of
the same as was existing immediately prior to such occurrence, subject to such
changes or alterations as Tenant may elect. 
Landlord, in no event, shall be called upon to restore any portion of
the Premises or improvements, now or hereafter existing or any portion thereof
or to pay any of the costs or expenses thereof. 
If Tenant shall elect not to restore the Premises or improvements,
Tenant shall promptly give notice to Landlord of its election not to restore.


(b)           All
insurance proceeds payable as a result of a Casualty will be paid directly to
Tenant.


Article 6.

CONDEMNATION


Section 6.01           Total Condemnation.


(a)           If at any time during the Term, the whole or substantially
all of the Premises shall be taken for any public or quasi-public purpose by
any lawful power or authority by the exercise of the right of condemnation or
eminent domain or by agreement among Landlord, Tenant and those authorized to
exercise such right, this Lease and the Term, shall terminate and expire on the
date of such taking and the Rent payable by Tenant hereunder shall be paid to
the date of such taking.


(b)           The
term “substantially all of the Premises” shall be deemed to mean such portion
of the Premises as, when so taken, would leave remaining a balance of the
Premises which, due either to the area so taken or the location of the part so
taken in relation to the part not so taken, would not under economic
conditions, zoning laws or building regulations then existing or prevailing,
readily accommodate, in Tenant’s judgment, a new building or buildings of a
nature similar to the improvements existing at the date of such taking and
after performance of all covenants, agreements, terms and provisions herein and
by law provided to be performed and paid by Tenant.


Section 6.02           Award to Landlord.


(a)           If
the whole or substantially all of the Premises shall be taken or condemned as
provided in this Article 6, the award for or attributable to the Premises in
any proceeding with respect to such taking shall be paid to Landlord.



 6
 









(b)           Tenant
and Landlord agree to execute any and all documents and perform any requisite
acts in order to facilitate such collection of the award.


Section 6.03           Date
of Taking.  For purposes of this
Article 6, the “date of taking” shall be deemed to be the date on which the
whole or substantially all of the Premises, or a part thereof, as the case may
be, shall have vested in any lawful power or authority of the government of the
United States of America or such other governmental authority having
jurisdiction.


Section 6.04           Partial
Condemnation.  If less than
substantially all of the Premises be so taken, all of the terms and provisions
of Sections (a) and (b) of Article 5 shall be fully applicable hereto
respecting Tenant’s election regarding restoration and payment of the
condemnation award.


Article 7.

ASSIGNMENT, SUBLETTING AND MORTGAGES


Section 7.01           Restrictions
on Right of Tenant to Transfer Lease. 
Tenant may assign or transfer this Lease, or sublet the Premises in its
entirety or substantially in its entirety, or portions thereof, without the
prior written consent of Landlord in each instance, provided, however that in
all events Tenant shall provide Landlord a true and correct copy of the
documentation evidencing such assignment, sublease or transfer within thirty
(30) days of the execution and completion thereof.  Tenant may also from time to time enter into
a venture with a third party or parties to perform a business operation at the
Premises. The foregoing in no way modifies Tenant’s obligation under this Lease
Agreement.


Section 7.02           Leasehold
Mortgage.


(a)           Tenant may encumber by mortgage, mortgages or other proper
instruments this Lease and Tenant’s leasehold interest in the Premises as
security for any indebtedness undertaken by Tenant (each, a “Leasehold
Mortgage”). The execution of a Leasehold Mortgage or other similar
instrument, or the foreclosure thereof, or any sale thereunder, either by
judicial proceedings or by virtue of any power reserved in a Leasehold
Mortgage, or conveyance by Tenant to the holder of such indebtedness (each, a “Holder
of Leasehold Mortgage”), or the exercising of any right, power or privilege
reserved in a Leasehold Mortgage, shall not be held as a violation of any of
the terms and conditions hereof, or as an assumption by the Holder of Leasehold
Mortgage or its designee personally of the obligations hereof, except to the
extent that the Holder of Leasehold Mortgage or its designee voluntarily
assumes said obligations in order to avoid termination of this Lease, provided
that such Leasehold Mortgage or the actions taken pursuant thereto shall not
violate the following provisions of this Paragraph.


(b)           If Tenant shall encumber this Lease or its leasehold interest
in the Premises and if Tenant or a Holder of Leasehold Mortgage shall give
written notice to Landlord of the existence thereof and the address of such
Holder of Leasehold Mortgage, then Landlord will mail or deliver to each such
Holder of Leasehold Mortgage, at such address, a duplicate copy of all notices
in writing which Landlord may, from time to time, give to or serve on Tenant
under and pursuant to the terms and provisions hereof, such copies shall be
mailed or delivered 



 7
 









to each such Holder of Leasehold Mortgage,
at, or as near as possible to, the same time such notices are given to or
served on Tenant. Each such Holder of Leasehold Mortgage may, at its option, at
any time before the rights of Tenant shall be terminated as provided herein,
pay any of the rents due hereunder, or pay any taxes and assessments, or do any
act or thing required of Tenant by the terms hereof, or do any act or thing
that may be necessary and proper to be done in the observance of the covenants
and conditions hereof, or to prevent the termination hereof, all payments so
made, and all things so done and performed by such Holder of Leasehold Mortgage
shall be as effective to prevent a termination of the rights of Tenant
hereunder as the same would have been if done and performed by Tenant.


(c)           Landlord agrees that it will not terminate this Lease
because of the bankruptcy or insolvency of the Tenant, or because the Tenant
shall abandon the Premises, or because the Tenant shall suffer this Lease or
any estate or interest thereunder to be taken under any writ of execution, or
because the Tenant shall make an assignment for the benefit of creditors, or
because of any other failure on the part of Tenant to observe or perform any of
the covenants contained in this Lease, if a Holder of Leasehold Mortgage cures
any default by Tenant which is curable by the payment of money within thirty
(30) days after the date of written notice from Landlord to each Holder of
Leasehold Mortgage specifying the nature of the default, or if such default is
not curable by the mere payment of money, then if a Holder of Leasehold
Mortgage shall agree in writing to perform (and does perform) within ninety
(90) days after the date of the written notice of default from Landlord to each
Holder of Leasehold Mortgage specifying the nature of the default all of the
obligations of Tenant under this Lease capable of performance by a Holder of
Leasehold Mortgage until such time as this Lease shall be sold upon foreclosure
pursuant to the provisions of the Leasehold Mortgage. Provided that a Holder of
Leasehold Mortgage pays all amounts then due and payable on the part of the
Tenant, including interest and all late penalties, and Landlord’s legal fees
incurred as a result of Tenant’s default, Landlord agrees to accept performance
by such Holder of Leasehold Mortgage of any term, covenant or condition to be
performed by Tenant under this Lease with the same force and effect as though
timely performed by Tenant as long as such Holder of Leasehold Mortgage
performs within the time periods previously set forth in this Subparagraph. If
a Holder of Leasehold Mortgage fails to cure any Tenant default in accord with
the foregoing, Landlord may terminate this Lease and proceed with all available
remedies to take possession of the Premises and all other rights pertaining
thereto, as set forth in the provisions governing default under this Lease.
When more than one Holder of Leasehold Mortgage exists, the rights and
interests of each Holder of Leasehold Mortgage under this Lease shall be
determined by the priority of each such Holder of Leasehold Mortgage and as
such rights and interests may be restricted or otherwise allocated pursuant to
any agreement(s) between such Holders of Leasehold Mortgage or between Tenant
and such Holder(s) of Leasehold Mortgage. Notwithstanding any such
agreement(s), Landlord is required to give any notice required hereunder to all
Holders of Leasehold Mortgage of which Landlord has been given written notice.
Landlord acknowledges that some Tenant defaults may not be capable of cure by a
Holder of Leasehold Mortgage, such as the bankruptcy of the Tenant. Landlord
agrees that Tenant defaults which are by their nature impossible to cure by a
Holder of Leasehold Mortgage shall not be deemed a basis for termination of
this Lease so long as all other defaults which are capable of cure are cured in
accordance with this Section.


(d)           Landlord agrees that this Lease shall not be hereafter
modified or amended without the prior written consent of each Holder of Leasehold
Mortgage to:



 8
 









(i)            Increase the Annual
Rent or additional rent (except with regard to increases now provided in the
Lease);


(ii)           Change the legal
description of the Premises from that now set forth in this Lease;


(iii)          Shorten the term or
any renewal term of this Lease, except as now permitted by this Lease;


(iv)          Change the permitted
use of the Premises; or


(v)           Impose any
additional obligations upon Tenant.


Landlord further covenants and agrees not to accept a
surrender of the Premises or a cancellation or release of this Lease from
Tenant (except pursuant to the exercise of Landlord’s remedies provided herein
if an event of default occurs) prior to the expiration or earlier termination
thereof without the prior written consent of each Holder of Leasehold Mortgage.


(e)           If Landlord exercises Landlord’s right to terminate this
Lease as provided in Article 20 hereof, then each Holder of Leasehold Mortgage
shall have the right to notify Landlord in writing, within thirty (30) days
after the effective date of written notice from Landlord to each Holder of
Leasehold Mortgage, that such one or more Holders of Leasehold Mortgage or any
designee or nominee thereof elects to lease the Premises from the date of such
termination of this Lease for the remainder of the scheduled term of this
Lease, including the option terms, at the rent and upon the other same terms,
covenants and conditions that are herein set forth, with the same relative
priority as this Lease and having the benefit of investing in such one or more Holder(s)
of Leasehold Mortgage or any designee or nominee thereof of all of the rights,
title, interests, powers and privileges of Tenant hereunder. If such one or
more Holder(s) of Leasehold Mortgage elects to obtain such new lease, then such
Holder(s) of Leasehold Mortgage shall be obligated, within thirty (30) days
after delivery to Landlord of such notice of election, to (i) cure the default
upon which such termination was based, or in respect to any default not capable
of being cured within such thirty (30) day time period or which cannot be cured
without entry and possession to proceed and effectuate such cure with due
diligence following delivery of possession (excluding, however, Tenant defaults
which by their nature are impossible to cure); (ii) pay to Landlord all Annual
Rent  including interest, all late
penalties, and all items of additional rent due and payable under this Lease up
to and including the date of commencement of the term of such new lease; and (iii)
pay to Landlord all expenses and reasonable attorney’s fees incurred by
Landlord in connection with any such default and termination and with the
preparation, execution and delivery of such new lease.  Upon such performance by such one or more
Holder(s) of Leasehold Mortgage or any designee or nominee thereof, such
parties shall have the same relative priority as this Lease and having the
benefit of all the rights, titles, interests, powers and privileges of Tenant
hereunder, including, specifically, automatic vesting of title to all improvements
as well as all equipment, fixtures and machinery therein, until the expiration
of the term of this Lease unless this Lease shall thereafter be sooner
terminated. Such Holder(s) of Leasehold Mortgage or any designee or nominee
thereof shall be obligated under such new lease and agree in writing that
promptly following the delivery of the new lease, such Holder(s) of Leasehold
Mortgage or its designee will perform or cause to be 



 9
 









performed all of the other covenants and
agreements herein contained on Tenant’s part to be performed.


(f)            Unless excused by Landlord, if any assignee or transferee
of a Holder of Leasehold Mortgage or new lessee deriving rights from the Holder
of Leasehold Mortgage fails to cure any of the Tenant’s defaults within one
hundred twenty (120) days from the effective date of such assignment, transfer
or new lease, this Lease and the lease rights hereunder and under any such new
lease shall terminate forthwith at Landlord’s option and in Landlord’s sole and
absolute discretion, such option to be exercised by sending written notice to
the assignee or transferee that the new lease has been terminated pursuant to
this provision.


(g)           Landlord agrees to execute and deliver any and all
consents and other documents (including reasonable modifications to this Lease)
reasonably requested by Tenant and/or one or more Holder(s) of Leasehold
Mortgage so long as such documents are reasonably consistent with the
provisions of this Section 7.02.


(h)           Notwithstanding any provision in this Article 7 or elsewhere
in this Lease to the contrary, Tenant may, in its sole discretion, enter into
lease financing, conventional financing and other arrangements in connection
with the acquisition, lease and disposal of the equipment and/or personal
property including, without limitation, leasing of equipment and/or personal
property from another with an option to purchase at the end of the lease term
and assignment of Tenant’s interests in the equipment and/or personal property,
if required, as security for these transactions.


(i)            Nothing herein shall be deemed to relieve, impair,
release, or discharge Tenant of its obligations to fully perform the terms of
this Lease on Tenant’s part to be performed.


(j)            Notwithstanding any provision in this Article 7 or
elsewhere in this Lease to the contrary, Tenant may, in its sole discretion and
without the consent of Landlord enter into any financing and other arrangements
which do not create a lien on the leasehold estate created hereby, including
without limitation, pledges of proceeds from all uses of the Premises as
provided in this Lease.


(k)           As
used herein:


“Person” shall mean and include an individual,
corporation, partnership, joint venture, trust, unincorporated association and
any federal, state, county or municipal government or any bureau, department or
agency thereof.


Section 7.03           Obligations
of Subtenants.  To the extent
applicable, Tenant shall use good faith efforts to cause the subtenants,
operators, licensees, concessionaires and other occupants of the Premises (collectively
“Subtenants”) to comply with (a) all of Tenant’s obligations under this
Lease, with respect to the space covered by the Subtenants’ sublease
(hereinafter defined), and (b) their obligations under their subleases,
occupancy, license and concession agreements (collectively “Subleases”),
and Tenant shall diligently enforce all of the rights of the Landlord
thereunder in accordance with the terms of such Subleases.  Landlord hereby agrees that all permitted
assignments, sublets and subsublets shall have the benefit of 



 10
 









nondisturbance and
attornment as between any assignee, sublessee or subsublessee and Landlord,
either pursuant to provisions set forth in such assignments, subleases or
subsubleases or by virtue of separate nondisturbance and attornment agreements
containing customary terms and conditions, which Landlord hereby agrees to
execute within ten (10) days of receipt of written request.


Section 7.04           Tenant’s
Obligation to Cure.  The fact that a
violation or breach of any of the terms, provisions or conditions of this Lease
results from or is caused by an act or omission by any of the Subtenants shall
not relieve Tenant of Tenant’s obligation to cure the same. Tenant shall
promptly take steps to cause any such violation or breach to be cured.  Landlord hereby acknowledges that so long as
Tenant promptly takes steps to cause any such violation or breach to be cured
and diligently pursues the same until cured, such violation or breach by any of
the Subtenants shall not constitute grounds for termination of this Lease.


Section 7.05           No
Waiver.  Landlord, after Default (as
hereinafter defined) by Tenant, may collect rent and all other sums due under
Subleases, and apply the net amount collected to the Rent payable by Tenant
hereunder, but no such collection shall be, or be deemed to be, a waiver of any
agreement, term, covenant or condition of this Lease or the acceptance by
Landlord of any Subtenants as Tenant hereunder, or a release of Tenant from
performance by Tenant of its obligations under this Lease.


Section 7.06           Intentionally
Omitted.


Section 7.07           Tenant’s
Use.  Notwithstanding Tenant’s rights
to enter into subleases of the Premises, Tenant shall throughout the term of
this Lease Agreement, use or cause the Premises to be used as agreed between Landlord
and Tenant.  The parties hereby
acknowledge that Tenant will not use or cause to be used any part of the
Premises for any unlawful conduct or purpose.


Section 7.08           Mortgage
or other Security Agreement Requirements. 
No mortgage or other security agreement shall be valid or of any force
or effect respecting the Landlord unless and until a true copy of the original
of each instrument creating and effecting such mortgage or other security
agreement, certified by Tenant to be a true copy of such instrument, and
written notice containing the name and post office address of the Mortgagee,
shall have been delivered to Landlord, and the mortgage or other security
agreement shall contain substantially the following provisions:


“(1) The Mortgagee agrees to send the Landlord under
said Lease copies of all notices to the Mortgagor in which the Mortgagee claims
that there exists one or more defaults under the terms and provisions of this
Mortgage; said copy to be sent to the Landlord under said Lease simultaneously
with its being sent to the Mortgagor.”


Section 7.09           Mortgagee;
Arbitration.  Landlord agrees that
Landlord will give any Mortgagee who shall have given Landlord a notice as
provided in Section 7.10 hereof notice of 



 11
 









any demand by Landlord
for any arbitration, and Landlord will recognize such Mortgagee as a proper
party to participate in the arbitration.


Section 7.10           Landlord
to Join in Tenant Mortgage.  Anything
to the contrary in the foregoing provisions of this Article 7 notwithstanding,
in the event Tenant shall request Landlord, in writing, to join in any
mortgage, lien, pledge, grant, assignment, hypothecation or such other
conveyance, encumbering Tenant’s estate in the Premises for any term, Landlord
shall, at no cost or expense to Landlord, execute, acknowledge and join in such
mortgage.  Such mortgage shall, however,
be fully non-recourse to Landlord and all of the provisions of Article 14 of
this Lease respecting the non-liability and indemnification of Landlord shall
be fully applicable with respect thereto. 
The provisions of the mortgage specifying the non-recourse nature
thereof with respect to Landlord shall be satisfactory to Landlord.


Article 8.

INTENTIONALLY OMITTED


Article 9.

waste and damage to premises


Section 9.01           Tenant’s
Obligations.  Tenant, shall not
commit or suffer, and shall use all reasonable precaution to prevent waste,
damage, or injury to the Premises (including from environmental contamination).


Section 9.02           No
Landlord Services.  Landlord shall
not be required to furnish any services, utilities or facilities whatsoever to
the Premises.  Landlord shall have no
duty or obligation to make any alteration, change, improvement, replacement,
restoration or repair to, or to demolish, any improvements.  Tenant assumes the full and sole
responsibility for the condition, operation, repair, alteration, improvement,
replacement, maintenance and management of the Premises and all improvements
thereon and therein.


Article 10.

CHANGES, ALTERATIONS AND ADDITIONS


Tenant may
alter the improvements at the Premises, or any part thereof, without the
consent of the Landlord, or make any addition thereto or construct any
improvements on the Premises or destroy any existing improvements, whether
voluntarily or in connection with a repair or restoration required by this
Lease (collectively, “Capital Improvements”), subject to the following:


(a)           If any contemplated
Capital Improvement shall not be covered by Tenant’s insurance policies, then
no such Capital Improvement shall be undertaken until Tenant shall have
delivered to Landlord insurance policies or certificates or memoranda therefor
issued by responsible insurers, bearing notations evidencing the payment of
premiums or accompanied by other evidence satisfactory to Landlord of such
payments, for the insurance required by Article 4 hereof.  If under the provisions of any casualty,
liability or other insurance policy or policies then covering the Premises or
any part thereof any consent to such Capital Improvement by the insurance
company or companies issuing such policy or policies shall be required to
continue and keep such policy or policies in full force and effect, Tenant
shall obtain such consents and 



 12
 









pay any
additional premiums or charges therefor that may be imposed by said insurance
company or companies prior to the commencement of the Capital Improvement, all
of which shall be carried out under the supervision of a duly licensed
architect or engineer selected by Tenant.


(b)           Upon the expiration
or earlier termination of this Lease Agreement, subject to any then-existing
Commitments, all Capital Improvements to all or any portion of any of the
Premises shall immediately become the property of Landlord, and Tenant agrees
to fully cooperate with Landlord in all requests made by Landlord in connection
with the immediate transfer of all such improvements to the Landlord.


Article 11.

REQUIREMENTS OF PUBLIC AUTHORITIES AND

OF INSURANCE UNDERWRITERS AND POLICIES


Tenant, at its sole cost and expense, promptly shall
use all reasonable efforts to utilize the Premises in a manner consistent with
any and all present and future laws, rules, orders, ordinances, regulations,
statutes, requirements, codes and executive orders (collectively “Requirements”)
without regard to the nature of the work required to be done, extraordinary as
well as ordinary, of any governmental authority having jurisdiction, now
existing or hereafter created, and of any and all of their departments and
bureaus, and of any applicable fire rating bureau or other body exercising
similar functions, affecting the Premises, or any street, avenue and/or
sidewalk comprising a part or in front thereof and/or any vault in or under the
same, or requiring the removal of any encroachment, or affecting the
maintenance, use or occupation of the Premises. 
Tenant also shall use good faith efforts to comply with any and all
provisions and requirements of any casualty, liability or other insurance
policy required to be carried by Tenant under the provisions of this Lease.  Nothing herein shall prevent Tenant from
contesting the validity of any Requirement in accordance with existing
law.  Notwithstanding anything in this
Lease Agreement to the contrary, the parties hereby acknowledge that the Nation
and STGC are subject only to Requirements of the Seneca Nation and that the
Nation and STGC voluntarily comply with certain Requirements of the Seneca
Nation and the federal government of the United States.


Article
12.

limited use of well water


The Nation hereby authorizes STGC to develop water
wells on the Premises for use by STGC for landscaping purposes only, provided
however that upon receipt of notice that the Nation, in its sole judgment and
discretion, has determined that such use has or could have an adverse effect on
the aquifer or the water quantity or quality available for Nation purposes, the
STGC shall immediately cease such use.



 13















Article 13.

DISCHARGE OF LIENS


Section 13.01         Discharge
of Liens.  Except for any customary
utility easements, restrictive easement agreements, Mortgages or otherwise set
forth in Section 7.02, neither Landlord nor Tenant shall create or permit to be
created any lien, encumbrance or charge upon the Land and shall not suffer any
other matter or thing whereby the estate, rights and interest of Landlord in
the Premises or any part thereof might be materially impaired.


Section 13.02         Tenant
Indemnity for Liens.  Tenant shall
indemnify and hold Landlord harmless from and against any and all costs,
expenses, liability or damages arising from or, in connection with, the
performance of any labor or the furnishing of any materials for any specific
improvement, alteration to or repair of the Premises or any part thereof, or
the furnishing of materials or the rendering of services that would give rise
to the filing of any lien against the Premises or any part thereof.


Article 14.

LIMITED OBLIGATIONS OF THE PARTIES; INDEMNITY


Section 14.01         Tenant
Accepts “As Is”.  Tenant acknowledges
that Landlord has not operated or maintained the Premises and that Tenant is
fully familiar with the Premises, the physical condition thereof and title
matters.  Tenant accepts the Premises “as
is”, in the existing condition and state of repair.


Section 14.02         No
Landlord Representations.  Tenant
acknowledges with respect to the transaction pursuant to which Landlord has
acquired its interest in the Premises and leased the same to Tenant that it has
not relied on any representations, statements or warranties made by Landlord
and that Landlord shall not, in any event whatsoever, be liable by reason of
any such claimed misrepresentation or breach of warranty or for any latent or
patent defects in the Premises.


Section 14.03         No
Landlord Liability/Indemnification.


(a)           All
covenants, stipulations, promises, agreements and obligations of Landlord
contained in this Lease Agreement shall be deemed to be the covenants,
stipulations, promises, agreements and obligations of the Landlord and not of
any member, officer, agent, servant or employee of the Landlord in his or her
individual capacity, and no recourse under or upon any obligation, covenant or
agreement contained in this Lease Agreement, or otherwise based or in respect
of this Lease Agreement, or for any claim based thereon or otherwise in respect
of this Lease Agreement, shall be had against any past, present or future
member, officer, agent, servant or employee, as such, of the Landlord or any
successor public benefit corporation or political subdivision or any person
executing this Lease Agreement on behalf of the Landlord, either directly or
through the Landlord or any successor public benefit corporation or political
subdivision.  It is expressly understood
that this Lease Agreement is a corporate obligation, and that no such personal
liability whatever shall attach to, or is or shall be incurred by, any such
member, officer, agent, servant or employee of the Landlord or of any successor
public benefit corporation or political subdivision or any person so executing
this Lease Agreement under or by 



 14
 









reason of the obligations, covenants or agreements contained in this
Lease Agreement or implied therefrom. 
Any and all such personal liability of, and any and all such rights and
claims against, every such member, officer, agent, servant or employee under or
by reason of the obligations, covenants or agreements contained in this Lease
Agreement or implied therefrom are, to the extent permitted by law, expressly
waived and released as a condition of, and as a consideration for, the
execution of this Lease Agreement.


(b)           The
obligations and agreements of the Landlord contained herein shall not
constitute or give rise to a general obligation of the Landlord, but rather
shall constitute limited obligations of the Landlord as expressly set forth in
this Lease Agreement.


(c)           Tenant
shall at all times protect and hold the Landlord harmless of, from and against
any and all claims (whether in tort, contract or otherwise), demands, expenses
and liabilities for losses, damages, injury and liability of every kind and
nature and however caused, and taxes (of any kind and by whomsoever imposed),
resulting from, arising out of, or in any way connected with this Lease Agreement
or the Premises described herein, or the enforcement of any of the terms or
provisions hereof or thereof or the transactions contemplated hereby,
including, but not limited to:


(i)            the rehabilitation, renovation and
construction of the improvements, the installation or removal of any equipment
or any other work or thing done in, on or about the Premises or any part
thereof;


(ii)           any use, non-use, possession,
occupation, alteration, repair, condition, operation, maintenance or management
of the Premises or any part thereof or adjacent thereto;


(iii)          negligence on the part of Tenant or
any subtenant or any of its or their respective agents, contractors, servants,
employees, licensees or invitees;


(iv)          any accident, injury (including death)
or damage to any person or property occurring in, on or about the Premises or
any part thereof or adjacent thereto;


(v)           any failure on the part of Tenant to
pay Annual Rent or to perform or comply with any of the covenants, agreements,
terms or conditions contained in this Lease on its part to be performed or
complied with and the exercise by Landlord of any remedy provided in this Lease
with respect thereto; and


(vi)          any lien or claim which may be alleged
to have arisen against or on the Premises or any part thereof or any of the
assets of, or funds appropriated to, Landlord, or any liability which may be
asserted against Landlord with respect thereto.


(d)           Such
indemnification set forth above shall be binding upon Tenant for any and all
claims, demands, expenses, liabilities and taxes set forth herein.  The Landlord shall not be liable for any
damages or injury to the person or property of Tenant or its trustees,
officers, employees, agents or servants or persons under the control or
supervision of Tenant or any other 



 15
 









person who may be about the Premises, due to any act or negligence of
any person, other than with respect to the gross negligence or willful
misconduct of the Landlord.  If any
claim, action or proceeding relating to the Premises is made or brought against
Landlord, then, upon demand by Landlord, Tenant, at its sole cost and expense,
shall resist or defend such claim, action or proceeding in Landlord’s or Tenant’s
name, if necessary, by the attorneys for Tenant’s insurance carrier (if such
claim, action or proceeding is covered by insurance), otherwise by such
attorneys selected by Tenant as Landlord shall reasonably approve, which
approval shall not be unreasonably withheld or delayed.  Notwithstanding the foregoing, if Landlord
reasonably determines that it is appropriate to engage its own attorneys then
Landlord, after consultation with Tenant, may engage its own attorneys to
defend it or to assist in its defense and Tenant shall pay the reasonable fees
and disbursements of such attorneys but Landlord may not enter into any
settlement of the claim, action or proceeding without the prior written consent
of Tenant which may be given or withheld at Tenant’s sole and absolute
discretion.


Section 14.04         Tenant
Indemnity; Insurance.  The
obligations of Tenant under this Article 14 shall not be affected in any way by
the absence of insurance or by the failure or refusal of any insurance carrier
to perform any obligation on its part under insurance policies affecting the
Premises.


Section 14.05         Survival.  The terms and conditions of this Article 14
shall survive the expiration or earlier termination of this Lease Agreement.


Section 14.06         No
Consequential Damages.  In no event
shall either party be liable for consequential, incidental or special damages
under this Lease Agreement.


Article 15.

LANDLORD NOT LIABLE FOR INJURY OR DAMAGE, ETC.


Landlord shall not in any event whatsoever be liable
for any injury or damage to Tenant (unless caused by the gross negligence or
willful misconduct of Landlord, its agents, servants or employees) or to any
other Person happening on, in or about the Premises and its appurtenances, nor
for any injury or damage to the Premises or to any property belonging to Tenant
(unless caused by the gross negligence or willful misconduct of Landlord, its
agents, servants or employees) or to any other Person.


Article 16.

INTENTIONALLY OMITTED


Article 17.

RIGHT OF INSPECTION


Section 17.01         Landlord
Access to Premises.  Upon reasonable
notice, Tenant shall permit Landlord and its agents or representatives to enter
the Premises at all reasonable times during business days and business hours
for the purpose of determining whether or not Tenant is in compliance with its
obligations hereunder.



 16
 









Section 17.02         No
Landlord Obligation to Repair. 
Nothing in this Article 17 or elsewhere in this Lease shall imply any
duty on the part of Landlord to do any repairs, maintenance, renovation or
other work on or at the Premises, and performance thereof by Landlord shall not
constitute a waiver of Tenant’s default in failing to perform the same. In the
event Landlord has the right to undertake any such work and undertakes such
work, Landlord, during the progress of any such work, may keep and store at the
Premises all necessary materials, tools, supplies and equipment for the completion
of such work.  Once undertaken, Landlord
shall diligently complete such work in a timely and workmanlike manner, in a
manner consistent with each of the provisions of this Lease as applicable to
Tenant as if Landlord were the tenant. 
Provided Landlord is in compliance with the foregoing sentence, Landlord
shall not be liable for inconvenience, annoyance, disturbance, loss of business
or other damage of Tenant or any subtenant by reason of making such repairs or
the performance of any such work, or on account of bringing materials, tools,
supplies and equipment into the Premises during the course thereof and the
obligations of Tenant under this Lease shall not be affected thereby.


Article 18.

LANDLORD’S RIGHT TO PERFORM TENANT’S COVENANTS


If Tenant at any time shall be in Default (as
hereinafter defined) of any of its obligations under this Lease beyond all
applicable notice and cure periods, then Landlord, without waiving or releasing
Tenant from any obligation of Tenant contained in this Lease, may (but shall be
under no obligation to) perform such obligation on Tenant’s behalf.  All costs and expenses reasonably incurred by
Landlord in connection with the performance of any act pursuant hereto together
with interest thereon at the Default Rate from the respective dates of Landlord’s
making demand to Tenant of each such payment of each such sum, cost, expense,
charge, payment or deposit, shall be paid by Tenant to Landlord within twenty
(20) business days of demand therefor provided Landlord’s demand shall be
accompanied by a reasonably detailed statement setting forth such expenditures,
the reasons therefor and reasonably detailed invoices and/or receipts
evidencing such expenditures.  Such
amounts due from Tenant shall be Rent under this Lease.  Any payment or performance by Landlord
pursuant hereto shall not be nor be deemed to be a waiver or release of the
breach or default of Tenant with respect thereto or of the right of Landlord to
terminate this Lease, institute summary proceedings or take such other action
as may be permissible hereunder if an Event of Default (as hereinafter defined)
by Tenant shall have occurred.


Article 19.

PERMITTED USE; NO UNLAWFUL OCCUPANCY


Subject to the provisions of applicable law of this
Lease, Tenant shall cause the Premises to be used as agreed to by Landlord and
Tenant.  Tenant shall not use or occupy,
nor permit or suffer the Premises or any part thereof to be used or occupied
for any unlawful or illegal business.



 17
 









Article 20.

EVENTS OF DEFAULT, CONDITIONAL LIMITATIONS, REMEDIES


Section 20.01         Event
of Default.  Each of the following
events shall be an “Event of Default” or “Default” hereunder:


(a)           Tenant
shall fail to pay any installment of Rent or any part thereof within thirty
(30) business days after receipt of written notice from Landlord that Tenant
has failed to pay such installment once the same has become due and payable and
remains unpaid following such thirty (30) business day period;


(b)           Subject
to Force Majure, Tenant’s determination that operation of the Premises is not
economically feasible, or except during Tenant’s construction, alteration or
repair of improvements on the Premises, Tenant shall fail, for a period of
sixty (60) consecutive business days following receipt of notice from Landlord,
to use the Premises for agreed upon activities;


(c)           Tenant
is generally not paying its debts as such debts become due or shall admit, in
writing, that it is unable to pay its debts as such debts become due;


(d)           Except
as contemplated pursuant to Section 7.02 of this Lease, Tenant shall make an
assignment for the benefit of creditors;


(e)           Tenant
shall file a voluntary petition under Title 11 of the United States Code or if
such petition is filed against Tenant and an order for relief is entered,
or  Tenant shall file any petition or
answer seeking, consenting to or acquiescing in any reorganization,
arrangements, composition, readjustment, liquidation, dissolution or similar
relief under present or any future federal bankruptcy code or any other present
or future applicable federal, state or other statute or law, or shall seek or
consent to or acquiesce in or suffer the appointment of any trustee, receiver,
custodian, assignee, sequestrator, liquidator or other similar official of
Tenant or of all or any substantial part of its properties or of the Premises
or any interest of Tenant therein;


(f)            If
within one hundred twenty (120) days after the commencement of any proceeding
against tenant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the present or
any future federal bankruptcy code or any other present or future applicable
federal, state or other statute or law, such proceeding shall not have been
dismissed, or if, within one hundred twenty (120) days after the appointment,
without the consent or acquiescence of Tenant, of any trustee, receiver,
custodian, assignee, sequestrator, or liquidator of Tenant or of all or any
substantial part of its properties or of the Premises or any interest of Tenant
therein, such appointment shall not have been vacated or stayed on appeal or
otherwise, or if, within thirty (30) days after the expiration of any such
stay, such appointment shall not have been vacated;


(g)           If
any material representation made herein by Tenant proves to be false or
incorrect as of the date when made; or



 18
 









(h)           Tenant
shall fail to observe or perform one or more of the other terms, conditions,
covenants or agreements of this Lease and such failure is material and shall
continue for a period of thirty (30) days after written notice thereof by
Landlord to Tenant specifying such failure (unless such failure requires work
to be performed, acts to be done, or conditions to be removed which cannot by
their nature reasonably be performed, done or removed, as the case may be,
within such thirty (30) day period, in which case no Event of Default shall be
deemed to exist as long as Tenant shall have commenced curing the same within
such thirty (30) day period and shall diligently and continuously prosecute the
same to completion).


Section 20.02         Tenant
Default; Payment of Rent and Termination of Lease.  If any Event of Default shall have occurred
and be continuing beyond all applicable notice and cure periods, Landlord may,
at its sole option, give to Tenant an additional thirty (30) business days
notice of cancellation of this Lease and opportunity to cure the same, in which
event this Lease and the Term shall come to an end and expire upon the
expiration of such thirty (30) business day period if Tenant thereafter fails
to cure the same with the same force and effect as if the date set forth in the
notice was the date of the end of the Term of the Lease; and Tenant shall then
quit and surrender the Premises  to Landlord,
and all unpaid Rent shall be immediately due and Tenant shall immediately pay
the full amount of such unpaid Rent to Landlord.  Upon payment in full of such amounts to the
Landlord, Landlord and Tenant shall be released from any and all further obligations
under this Lease, except those that are expressly provided for as surviving the
termination thereof. The terms of this Section 20.02 shall survive the
termination of this Lease.


Section 20.03         Intentionally
omitted.


Section 20.04         No
Reinstatement.  No receipt of monies
by Landlord from Tenant after the termination of this Lease, or after the
giving of any notice of the termination of this Lease (unless such receipt
cures the Event of Default which was the basis for the notice), shall
reinstate, continue or extend the Term or affect any notice theretofore given
to Tenant, or operate as a waiver of the right of Landlord to enforce the
payment of Rent payable by Tenant hereunder. 
After the service of notice to terminate this Lease, Landlord may
demand, receive and collect any moneys due or thereafter falling due without in
any manner affecting such notice, all such monies collected being deemed
payments on account of the use and occupation of the Premises or, at the
election of Landlord, on account of Tenant’s liability hereunder.


Section 20.05         Strict
Performance.  No failure by Landlord
to insist upon the strict performance of any covenants agreement, term or
condition of this Lease or to exercise any right or remedy consequent upon a
breach thereof, and no acceptance of full or partial Rent during the
continuance of any such breach, shall constitute a waiver of any such breach or
of such covenant, agreement, term or condition. 
No covenant, agreement, term or condition of this Lease to be performed
or complied with by Tenant, and no breach thereof, shall be waived, altered or
modified except by a written instrument executed by Landlord.  No waiver of any breach shall affect or alter
this Lease, but each and every covenant, agreement, term and condition of this
Lease shall continue in full force and effect with respect to any other then
existing or subsequent breach thereof.


Section 20.06         Remedies
Cumulative.  Each right and remedy of
Landlord provided for in this Lease shall be cumulative and shall be in
addition to every other right or remedy provided 



 19
 









for in this Lease and the
exercise or beginning of the exercise by Landlord of any one or more of the
rights or remedies provided for in this Lease shall not preclude the
simultaneous or later exercise by Landlord of any or all other rights or remedies
provided for in this Lease.


Section 20.07         Landlord’s
Costs and Expenses.  Tenant shall pay
to Landlord all reasonable costs and expenses, including, without limitation,
reasonable attorneys’ fees and disbursements, incurred by Landlord in any
action or proceeding to which Landlord may be made a party by reason of any act
or omission of Tenant hereunder provided the Landlord is the prevailing party
in such action.  Tenant also shall pay to
Landlord all reasonable costs and expenses, including without limitation,
reasonable attorneys’ fees and disbursements, incurred by Landlord in enforcing
any of the covenants and provisions of this Lease and incurred in any action
brought by Landlord against Tenant on account of the provisions hereof, and all
such reasonable costs, expenses, and reasonable attorneys’ fees and
disbursements may be included in and form a part of any judgment entered in any
proceeding brought by Landlord against Tenant on or under this Lease provided
the Landlord is the prevailing party in such action.  All of the sums paid or obligations incurred
by Landlord as aforesaid, with interest and costs, shall be paid by Tenant to
Landlord promptly upon demand.


Section 20.08         Tenant
Bankruptcy.  If an order for relief
is entered or if a stay of proceeding or other acts become effective in favor
of Tenant or Tenant’s interest in this Lease in any proceeding which is
commenced by or against Tenant under the present or any future federal
bankruptcy code or any other present or future applicable federal, state or
other statute or law, Landlord shall be entitled to invoke any and all rights
and remedies available to it under such bankruptcy code, statute, law or this
Lease, including, without limitation, such rights and remedies as may be
necessary to protect adequately Landlord’s right, title and interest in and to
the Premises or any part thereof and to assure adequately the complete and
continuous future performance of Tenant’s obligations under this Lease.  Adequate protection of Landlord’s right, title
and interest in and to the Premises, and adequate assurance of the complete and
continuous future performance of Tenant’s obligations under this Lease, shall
include, without limitation, the following requirements:


(a)           Tenant,
to the extent required by applicable law, comply with all of its obligations
under this Lease;


(b)           Tenant
continue to use the Premises in the manner required by this Lease and
applicable law;


(c)           Tenant,
to the extent that Tenant desires to assume this Lease, provide proof to Landlord,
within one hundred (120) days after entry of such order or the effective date
of such stay, of adequate assurance of the complete and continuous future
performance of Tenant’s obligations under the Lease, a security deposit in an
amount acceptable to Landlord, but in no event more than the Annual Rent
payable hereunder for the then current lease year;


(d)           Tenant,
to the extent required by applicable law, will use any unencumbered assets
after the payment of all secured obligations and administrative expenses to
assure Landlord that sufficient funds will be available to fulfill the
obligations of Tenant under this Lease; and



 20
 









(e)           If
Tenant’s trustee, Tenant or Tenant as debtor-in-possession assumes this Lease
and proposes to assign the same (pursuant to 11 U.S.C. §365, as the same may be
amended) to any Person who shall have made a bona fide offer to accept an
assignment of this Lease on terms acceptable to the trustee, Tenant or Tenant
as debtor-in-possession, then notice of such proposed assignment, setting forth
(i) the name and address of such Person, (ii) all of the terms and conditions
of such offer, and (iii) the adequate assurance to be provided Landlord to
assure such Person’s future performance under the Lease, including, without
limitation, the assurance referred to in 11 U.S.C. §365(b)(3) (as the same may
be amended), shall be given to Landlord by the trustee, Tenant or Tenant as
debtor-in-possession no later than twenty (20) days after receipt by the
trustee, Tenant or Tenant as debtor-in-possession of such offer, but in any
event no later than ten (10) days prior to the date that the trustee, Tenant or
Tenant as debtor-in-possession shall make application to a court of competent
jurisdiction for authority and approval to enter into such assignment and
assumption, and Landlord shall thereupon have the prior right, to be exercised
by notice to the trustee given at any time prior to the effective date of such
proposed assignment, to accept an assignment of this Lease upon the same terms
and conditions and for the same consideration, if any, as the bona fide offer
made by such Person, less any brokerage commissions which may be payable out of
the consideration to be paid by such Person for the assignment of this Lease.


Article 21.

NOTICES


All notices, certificates or other communications
hereunder shall be in writing and shall be deemed sufficiently given if (a)
mailed by United States certified mail, postage prepaid, or (b) if sent by a
nationally recognized overnight courier or (c) delivered personally, to the
Landlord and Tenant as the case may be, addressed as follows:


(a)           To
Landlord:


Seneca
Nation of Indians


1490
Route 438


Irving,
New York 14801


Attn:  President


With copies to:


Seneca
Nation of Indians


P.O.
Box 231


Salamanca,
New York 14779


Attn:  Treasurer


and


Seneca
Nation of Indians


P.O.
Box 231


Salamanca,
New York 14779


Attn:  Department of Justice



 21
 









(b)           To
Tenant:


Seneca
Territory Gaming Corporation


310
Fourth Street


Niagara
Falls, New York 14302-0777


Attn:  President and CEO


With a copy to:


Seneca
Territory Gaming Corporation


310
Fourth Street


Niagara
Falls, New York 14302-0777


Attn:  General Counsel


Landlord and Tenant may, by notice given hereunder to
each of the others, designate any further or different addresses to which the
subsequent notices, certificates or other, communications to them shall be
sent.


Every notice, demand, request, consent, approval, or
other communication hereunder shall be deemed to have been given or served only
upon receipt.


Article 22.

TERMINATION


Tenant and Landlord shall each have the right to
terminate the Lease in its entirety at any time after the date of the Lease, by
giving the other party at least ninety (90) days advance written notice (the “Termination
Notice”) that such party intends to terminate the Lease effective as of the
date set forth therein (the “Termination Date”).  Tenant shall then quit and surrender the
Premises to Landlord on the Termination Date, and all unpaid Rent through the
Termination Date shall be immediately due and Tenant shall immediately pay the
full amount of such unpaid Rent through the Termination Date to Landlord.  Upon payment in full of such amounts to the
Landlord, Landlord and Tenant shall be released from any and all further
obligations under this Lease, except those that are expressly provided for as
surviving the termination thereof. The terms of this Article 22 shall survive
the termination of this Lease.


Article 23.

INTENTIONALLY OMITTED


Article 24.

INTENTIONALLY OMITTED


Article  25.

EXCAVATIONS AND SHORING


If any excavation shall be made or contemplated for
construction or other purposes upon property adjacent to the Premises, Tenant
shall either:



 22
 









(a)           afford
to the person or persons causing or authorized to cause such excavation the
right to enter upon the Premises in a reasonable manner for the purpose of
doing such work as may be necessary to preserve any of the walls or structures
on the Premises from injury or damage and to support the same by proper
foundations, or


(b)           do
or cause to be done all such work, at Tenant’s expense, as may be necessary to
preserve any of the walls or structures on the Premises from injury or damage
and to support the same by proper foundations.


Tenant shall not, by reason of any such excavation or
work, have any claim against Landlord for damages or for indemnity or for
suspension, diminution, abatement, or reduction of Rent payable by Tenant
hereunder unless such claim arises from Landlord’s gross negligence or
intentional misconduct.


Article 26.

CERTIFICATES BY LANDLORD AND TENANT


Section 26.01         Landlord
Certificate.  Landlord agrees at any
time and from time to time, upon not less than ten (10) business days’ prior
notice by Tenant, to execute, acknowledge and deliver to Tenant or such other
person designated by Tenant, a statement in writing certifying that this Lease
is unmodified and in full force and effect (or if there have been
modifications, that the same, as modified, is in full force and effect and
stating the modifications) and the date to which the Rent payable by Tenant
hereunder has been paid, and stating whether or not to the best knowledge of
the signer of such certificate Tenant is in Default in the performance of any
covenant, agreement or condition contained in this Lease, and, if so,
specifying in detail each such Default of which the signer may have knowledge
and any other such item as Tenant shall reasonably request, due regard being
given to the fact that such certificate may be requested on behalf of a
potential or actual Mortgagee.


Section 26.02         Tenant
Certificate.  Tenant shall at any
time and from time to time upon not less than ten (10) days prior notice by
Landlord execute, acknowledge and deliver to Landlord or any other party
specified by Landlord a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there have been modifications,
that the same, as modified, is in full force and effect and stating the
modifications) and the date to which each item of the Rent payable by Tenant
hereunder has been paid, and stating whether or not to the best knowledge of
the signer of such certificate Landlord is in default in performance of any
covenant, agreement or condition contained in this Lease, and, if so,
specifying in detail each such default of which the signer may have knowledge.


Article 27.

INTENTIONALLY OMITTED


Article 28.

ENTIRE AGREEMENT


This Lease contains all the promises, agreements,
conditions, inducements and understandings between Landlord and Tenant relating
to the Premises and there are no promises, 



 23
 









agreements, conditions,
understandings, inducements, warranties or representations, oral or written,
expressed or implied, between them other than as herein set forth.


Article 29.

QUIET ENJOYMENT


If and as long as Tenant faithfully performs the
agreements, terms, covenants and conditions of this Lease, Tenant shall
peaceably and quietly have, hold and enjoy the Premises for the term hereby
granted without molestation or disturbance by or from Landlord or any Person
claiming through Landlord and free of any encumbrance created or suffered by
Landlord, except those encumbrances created or suffered by Tenant and those as
to which this Lease is subject and subordinate.


Article 30.

DISPUTES


All disputes between the parties with respect to this
Lease shall be determined by the courts of the Seneca Nation of Indians.


Article 31.

RECORDING OF MEMORANDUM


Landlord and Tenant, upon the written request of the
other, shall join in the execution of a memorandum of lease in proper form for
recordation.


Article 32.

NO DISCRIMINATION WITH RESPECT TO THE PREMISES


With respect to the Premises, Tenant covenants and
agrees that it shall (a) neither commit nor permit discrimination or
segregation by reason of race, creed, color, religion, national origin,
ancestry, sex, age, disability or marital status (“Discrimination”) in
the sale, transfer or assignment of its interest under this Lease or in the
subleasing, use or occupancy of the Premises or any part thereof or in
connection with the erection, maintenance, repair, restoration, alteration or
replacement of, or addition to, any building (b) not willfully engage in any
personnel practices which may have a discriminatory effect and (c) comply with
all federal laws, ordinances, rules, and regulations from time to time in
effect prohibiting Discrimination or segregation or pertaining to equal
employment opportunities.


Article 33.

Tenant’s Charter


Nothing contained in this Lease Agreement shall be
construed as modifying or amending the charter of the STGC, as may be from time
to time amended, nor granting in advance any approvals that are otherwise
required under the charter.



 24















Article 34.

MISCELLANEOUS


Section 34.01         Captions.  The captions of this Lease are for
convenience of reference only and in no way define, limit or describe the scope
or intent of this Lease or in any way affect this Lease.


Section 34.02         Table
of Contents.  The Table of Contents
is for the purpose of convenience of reference only and is not to be deemed or
construed in any way as part of this Lease or as supplemental thereto or
amendatory thereof.


Section 34.03         Plurals.  The use herein of the neuter pronoun in any
reference to Landlord or Tenant shall be deemed to include any individual
Landlord or Tenant, and the use herein of the words “successors and assigns” or
“successors or assigns” of Landlord or Tenant shall be deemed to include the
heirs, legal representatives and assigns of any individual Landlord or Tenant.


Section 34.04         Execution
of Documents.  If more than one party
is named as or becomes Tenant hereunder, Landlord may require the signatures of
all such parties in connection with any notice to be given or action to be
taken by Tenant hereunder.


Section 34.05         No
Merger.  Except as otherwise
expressly provided in this Lease, there shall be no merger of this Lease or the
leasehold estate created hereby with the fee estate in the Land or any part
thereof by reason of the same Person acquiring or holding, directly or
indirectly, this Lease or the leasehold estate created hereby or any interest
in this Lease or in such leasehold estate as well as the fee estate in the
Land.


Section 34.06         No
Broker.  Each of the parties
represents to the other that it has not dealt with any broker in connection
with this transaction.  If any claim is
made by broker who shall claim to have acted or dealt with Tenant in connection
with this transaction, Tenant will be responsible for payment of the brokerage
commission, fee or other compensation to which such broker is entitled.


Section 34.07         Changes
of Lease.  This Lease cannot be
changed, modified or terminated orally, but only by a written instrument of
change, modification or termination executed by the party against whom
enforcement of any change, modification, or termination is sought.


Section 34.08         Governing
Law.  This Lease shall be interpreted
and construed in accordance with the laws of the Seneca Nation of Indians.


Section 34.09         Successors
and Assigns.  The agreements, terms,
covenants and conditions herein shall be binding upon and shall inure to the
benefit of, Landlord and Tenant and their respective successors and assigns.


Section 34.10         No
Violations.  Neither Landlord nor
Tenant will do, authorize or execute any act, deed or thing whatsoever or fail
to take any such action which will or may cause the other party to be in
violation of any of its obligations.



 25
 









Section 34.11         References.  All references in this Lease to “Articles” or
“Sections” shall refer to the designated Article(s) or Section(s), as the case
may be, of this Lease.


Section 34.12         Severable.  If any term or provision of this Lease, or
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Lease, or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby, and each
term and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.


Section 34.13         No
Abatement.  Except as may be
otherwise expressly provided herein, there shall be no abatement, diminution or
reduction of Rent payable by Tenant hereunder or of the other obligations of
Tenant hereunder under any circumstances.


Section 34.14         Substitution.  Where Tenant is required to do or accomplish
any act or thing hereunder, Tenant may cause the same to be done or
accomplished by others with the same force and effect as if done or
accomplished by Tenant.


Section 34.15         Lease
to Run With Land.  This Lease
Agreement shall run with the land, both as respects benefits and burdens
created herein, and shall be binding upon and inure to the benefit of the
successors and assigns of the respective parties.


Section 34.16         Force
Majeure.  The obligations of Landlord
and Tenant to perform their respective covenants hereunder, other than, and
exclusive of, Tenant’s obligation to pay Rent hereunder, shall be excused to
the extent that Landlord or Tenant, as the case may be, is prevented or delayed
from so doing by reason of Force Majeure. 
“Force Majeure” shall mean failure, in whole or in part, or delay on the
part of Tenant in the performance of any of the obligations imposed upon Tenant
under this Lease, shall be excused and Landlord shall not exercise its option
to terminate this Lease, when such failure or delay is the direct result of any
of the following causes: Acts of God, earthquake, windstorm, hurricane, fire,
flood, strikes or other labor stoppages including shortages of labor or
materials, the elements, malicious mischief by third parties not within the
control of Tenant, insurrection, riot, public enemy, war, terrorism, wrongful
acts of the Landlord or comparable extraordinary cause not within the control
of Tenant.


Section 34.17         Easements.  Landlord will, from time to time, at the
request of Tenant and at Tenant’s cost and expense (but subject to the approval
of Landlord, which approval shall not be unreasonably withheld, conditioned or
delayed), (i) grant consent to easements and other rights in the nature of
easements with respect to the Land to third parties, (ii) grant consent to
release existing easements or other rights in the nature of easements which are
for the benefit of the Land, (iii) execute petitions to have the Land annexed
to any municipal corporation or utility district and (iv) execute and deliver
to any person any instrument appropriate to confirm or effect such grants,
releases and petitions (to the extent of its interests in the Land).


REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY



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IN WITNESS WHEREOF, Landlord and Tenant have executed
this Lease as of the day and year first above-written.


	
  

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENECA NATION OF INDIANS

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENECA TERRITORY GAMING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



 27
 









 


 


	
  STATE OF NEW YORK

  	
   

  	
  )

  
	
   

  	
   

  	
  )  ss:

  
	
  COUNTY OF

  	
   

  	
  )

  



 


On the _______ day of _____________ in the year 2007,
before me, the undersigned personally appeared ______________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  Signature and
  Office of individual taking acknowledgment

  	
   

  	
   

  	
   

  	
   

  



 


	
  STATE OF NEW YORK

  	
   

  	
  )

  
	
   

  	
   

  	
  )  ss:

  
	
  COUNTY OF

  	
   

  	
  )

  



 


On the _______ day of _____________ in the year 2007,
before me, the undersigned personally appeared ______________________,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual(s) whose name(s) is (are) subscribed to the within instrument
and acknowledged to me that he/she/they executed the same in his/her/their
capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted,
executed the instrument.


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  Signature and
  Office of individual taking acknowledgment

  	
   

  	
   

  	
   

  	
   

  



 



 28















Exhibit A


Description
of Premises Leased for STGC Use


AREA ONE (1)


19.6 Acres


ALL THAT TRACT OR PARCEL
OF LAND, situate in the City of Salamanca, County of Cattaraugus and State of
New York, bounded and described as follows:


COMMENCING at a rebar
with cap set at angle point #15 of the Allegany Indian Reservation boundary and
westerly line of the City of Salamanca; thence north 71° 10’ 09” east, along
the south bounds of the Allegany Indian Reservation, a distance of 1,375.01
feet to a set rebar with cap; thence north 17° 42’ 27” east, a distance of
1,014.27 feet, through a set rebar with cap, to a set rebar with cap standing
in the southern bounds of the Southern Tier Expressway (Interstate 86); thence
south 72° 17’ 29” east, and along the south bounds of the Southern Tier
Expressway, to the intersection of the south bounds of the Southern Tier
Expressway with the northwesterly bounds of the Allegany State Park; thence
southwesterly, along the northwest bounds of Allegany State Park and the south
bounds of the Allegany Indian Reservation line, to the point or place of
beginning, containing approximately 19.6 acres of lands.


AREA TWO (2)


62.8 Acres


ALL THAT TRACT OR PARCEL
OF LAND, situate in the City of Salamanca, County of Cattaraugus and State of
New York, bounded and described as follows:


BEGINNING at a rebar with
cap set at angle point No, 15 of the Allegany Indian Reservation boundary and
westerly line of the City of Salamanca;


THENCE North 34 degrees
31 minutes 59 seconds West, along the west bounds of the City of Salamanca
line, a distance of 1,297.82 feet to a point in the southerly bounds of the
Southern Tier Expressway;


THENCE along the
bounds of the Southern Tier Expressway the following courses:


1.                  North 72 degrees
10 minutes 51 seconds East, a distance of 7.83 feet to a point;


2.               THENCE
North 45 feet to a degrees 43 minutes 10 seconds East, a distance of 89.45 feet
to a point;


3.               THENCE
North 68 degrees 27 minutes 51 seconds East, a distance of 25.06 feet to a
point;


4.               THENCE
North 68 degrees 28 minutes 31 seconds East, a distance of 425.94 feet to a
point;


5.               THENCE
North 65 degrees 09 minutes 31 seconds East, a distance of 82.00 feet to a
point;


6.               THENCE
North 65 degrees 09 minutes 51 seconds East, a distance of 120.00 feet to a
point;


7.               THENCE
North 17 degrees 42 minutes 49 seconds West, a distance of 50.00 feet to a
point;


8.               THENCE
South 79 degrees 24 minutes 31 seconds West, a distance of 201.56 feet to a
point;


9.               THENCE
South 73 degrees 33 minutes 31 seconds West, a distance of 450.11 feet to a
point;


10.         THENCE
North 17 degrees 42 minutes 49 seconds West, a distance of 120.00 feet to a
point;


11.         THENCE
North 66 degrees 59 minutes 11 seconds East, a distance of 1,138.20 feet, a
point;


12.         THENCE
South 72 degrees 17 minutes 29 seconds East, a distance of 1,370.14 feet to a
set rebar with cap;



 A-1
 









THENCE southerly, turning
away from the Southern Tier Expressway, South 17 degrees 42 minutes 27 seconds
West, through lands of the Grantor, through a rebar with cap set on line, a
distance of 1,014.27 feet to a rebar with cap standing in the southerly bounds
of the Allegany Indian Reservation;


THENCE South 71 degrees
10 minutes 09 seconds West, and along the south bounds of the Allegany Indian
Reservation line, a distance of 1,375.01 feet to the point or place of
beginning, containing 62.8 acres of land, more or less, according to a survey
prepared by Douglas C. Myers, PLS, dated March 15, 2000.


EXCEPTING THEREFROM so
much of the premises taken by the State of New York by Notice of Appropriation
dated October 21, 1971 and recorded October 21, 1971 in Liber 723 of Deeds at
Page 1125.


AREA THREE (3)


Description of parcel on
which temporary storage tanks, access roadway and piping sit to be provided by
Landlord.


 



 A-2