Exhibit 4.1






 


 


 


SENECA GAMING CORPORATION,


 


 


THE GUARANTORS PARTIES HERETO,


 


LEWISTON GOLF COURSE
CORPORATION


 


 


and


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


as Trustee


 


 






 


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of December 28, 2007


 


 


to


 


 


INDENTURE


 


Dated as of May 5, 2004


As Supplemented by a Supplemental Indenture


Dated as of May 23, 2005


 


 






 


 


71⁄4% Senior Notes due 2012


 


 


 






 

















 


SECOND SUPPLEMENTAL INDENTURE


 


THIS SECOND SUPPLEMENTAL
INDENTURE (this “Second Supplemental Indenture”),
dated as of December 28, 2007, is among Seneca Gaming Corporation (the “Company”), the existing subsidiary guarantors parties
hereto (the “Existing Guarantors”),
Lewiston Golf Course Corporation (the “Additional Guarantor”)
and Wells Fargo Bank, National Association, as trustee under the Indenture
referred to below (the “Trustee”).


 


RECITALS


 


A.            The Company, the Existing Guarantors and the Trustee are
parties to that certain Indenture, dated as of May 5, 2004, as
supplemented by a Supplemental Indenture, dated as of May 23, 2005 (the
Indenture, as so supplemented, the “Indenture”).


 


B.            In accordance with Section 4.17
and Section 10.4 of the Indenture, the Company will cause each
newly created Restricted Subsidiary to execute and deliver a supplemental
indenture pursuant to which such Restricted Subsidiary will unconditionally
Guarantee all of the Company’s obligations under the Notes and the Indenture.


 


C.            In accordance with Section 8.1(2) of the
Indenture, the Company, when authorized by a resolution of its  Board of Directors, the Existing Guarantors,
the Additional Guarantor and the Trustee, may supplement the Indenture to
evidence the obligations of an Additional Guarantor to comply with Section 4.17
of the Indenture.


 


D.            The Company, the Existing Guarantors and the Additional
Guarantor desire and have requested the Trustee to enter into this Second
Supplemental Indenture to evidence the obligations of the Additional Guarantor.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the Company, the Existing
Guarantors, the Additional Guarantor and the Trustee mutually covenant and
agree as follows:


 


ARTICLE I

Definitions; Guarantee


 


1.1           Definitions.


 


                (a)           Capitalized
terms used herein without definition shall have the meanings assigned to them
in the Indenture.


 


                (b)           For
all purposes of this Second Supplemental Indenture, except as otherwise herein
expressly provided or unless the context otherwise requires: (i) the terms
and expressions used herein shall have the same meanings as corresponding terms
and expressions used in the Indenture; and (ii) the words “herein,” “hereof”
and “hereby” and other words of 


 


 


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similar
import used in this Second Supplemental Indenture refer to this Second
Supplemental Indenture as a whole and not to any particular section hereof.


 


1.2           Guarantee.  The
Additional Guarantor, by execution of this Second Supplemental Indenture,
unconditionally Guarantees all of the Company’s obligations under the Notes and
the Indenture on the terms set forth in Article X of the Indenture.


 


ARTICLE II

Miscellaneous


 


2.1           Counterparts. 
This Second Supplemental Indenture may be signed in counterparts and by
the different parties hereto in separate counterparts, each of which shall
constitute an original and all of which together shall constitute one and the
same instrument.


 


2.2           Severability. 
In case any provision in this Second Supplemental Indenture shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.


 


2.3           Effect of Headings. 
The Section headings of this Second Supplemental Indenture have
been inserted for convenience of reference only, are not to be considered a
part of this Second Supplemental Indenture and shall in no way modify or
restrict any of the terms or provisions hereof.


 


2.4           Successors and Assigns.  This Second Supplemental Indenture shall
inure to the benefit of and be binding upon the parties hereto and each of
their respective successors and permitted assigns.  Without limiting the generality of the
foregoing, this Second Supplemental Indenture shall inure to the benefit of all
Holders from time to time.  Nothing
expressed or mentioned in this Second Supplemental Indenture is intended or
shall be construed to give any Person, other than the parties hereto, their
respective successors and assigns, and the Holders, any legal or equitable
right, remedy or claim under or in respect of this Second Supplemental
Indenture or any provision herein contained.


 


2.5           Governing Law. 
THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


2.6           Effect of Supplemental Indenture.  Except as amended by this Second Supplemental
Indenture, the terms and provisions of the Indenture shall remain in full force
and effect.


 


2.7           Trustee.  The
Trustee accepts the amendments of the Indenture effected by this Second
Supplemental Indenture, but on the terms and conditions set forth in the
Indenture, including the terms and provisions defining and limiting the
liabilities and responsibilities of the Trustee.  Without limiting the generality of the
foregoing, the Trustee shall not be responsible in any manner whatsoever for or
with respect to any of the recitals or statements contained herein, all of
which recitals or statements are made solely by the Company, the Existing
Guarantors and the Additional Guarantor, or for or with respect to (i) the
validity or sufficiency of this Second Supplemental Indenture or any of the
terms or provisions hereof, (ii) the proper authorization 


 


 


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hereof
by the Company, the Existing Guarantors and the Additional Guarantor by
corporate action or otherwise, (iii) the due execution hereof by the
Company, the Existing Guarantors and the Additional Guarantor or (iv) the
consequences (direct or indirect and whether deliberate or inadvertent) of any
amendment herein provided for, and the Trustee makes no representation with
respect to any such matters.


 


[Signature Page Follows]


 


 


 


 


 


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Second Supplemental Indenture as of the date
first above written.


 


	
  WELLS FARGO BANK, NATIONAL

  ASSOCIATION, as Trustee

  	
   

  	
  SENECA GAMING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Timothy P. Mowdy

  	
   

  	
  By:

  	
  /s/ E. Brian Hansberry

  
	
  Name:

  	
  Timothy P. Mowdy

  	
   

  	
  Name:

  	
  E. Brian Hansberry

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENECA ERIE GAMING CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ E. Brian Hansberry

  
	
   

  	
   

  	
  Name:

  	
  E. Brian Hansberry

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENECA TERRITORY GAMING

  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ E. Brian Hansberry

  
	
   

  	
   

  	
  Name:

  	
  E. Brian Hansberry

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SENECA NIAGARA FALLS GAMING

  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ E. Brian Hansberry

  
	
   

  	
   

  	
  Name:

  	
  E. Brian Hansberry

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LEWISTON GOLF COURSE CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ E. Brian Hansberry

  
	
   

  	
   

  	
  Name:

  	
  E. Brian Hansberry

  
	
   

  	
   

  	
  Title:

  	
  President and CEO

  



 


 


 


 


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