Exhibit 4.1


 


SUPPLEMENTAL INDENTURE


 


THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 23, 2005,
is among Seneca Gaming Corporation (the “Company”),
the subsidiary guarantors parties hereto (the “Guarantors”)
and Wells Fargo Bank, National Association, as trustee under the Indenture
referred to below (the “Trustee”).


 


RECITALS


 


A.            The Company, the Guarantors and the Trustee are parties to that certain
Indenture, dated as of May 5, 2004 (the “Indenture”)
providing for the issuance of 71⁄4% Senior Notes due 2012 (the “Securities”).


 


B.            The Company is issuing $200,000,000 of Additional Notes as permitted by Sections 2.19 and 4.10 of the Indenture (the
“Series B Notes”).


 


C.            In accordance with Section 8.1(6) of
the Indenture, the Company, when authorized by a resolution of its Board of
Directors, the Guarantors and the Trustee may amend or supplement the Indenture
to provide for the issuance of Additional Notes.


 


D.            The Company and the Guarantors desire and have requested the Trustee to enter
into this Supplemental Indenture to evidence the issuance of the Series B Notes
as permitted by Section 8.1(6) of
the Indenture.


 


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 Guarantors and the Trustee mutually covenant and
agree for the equal and ratable benefit of the holders of the Securities as
follows:


 


ARTICLE I

Definitions; Additional Notes


 


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


 


1.2           Additional
Notes.  Attached hereto as Annex
1 is a copy of the form of Officers’ Certificate required by Section 2.19 of the Indenture in connection
with the issuance of the Series


 


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B Notes.  The definition of the term “Additional Notes” set forth in the Indenture is hereby
supplemented by adding the following sentence at the end of such definition: “On
May 23, 2005, the Company issued $200,000,000 of Additional Notes, as more
particularly described in the Supplemental Indenture hereto, dated as of such
date.”


 


1.3           Relationship
to Other Securities.  The Series B Notes will be treated as a
single class with the other Securities issued under the Indenture.  Because, however, the Series B Notes are
being issued with original issue discount, they will not be fungible with other
Securities for federal income tax purposes, and will therefore have a different
CUSIP number or numbers and be represented by a different global note or
notes.  In addition, interest on the Series B
Notes will begin accruing on the issue date rather than May 1, 2005.  The Series B Notes will represent
approximately 40.0% of all Securities issued under the Indenture as of the date
of this Supplemental Indenture.


 


ARTICLE II

Miscellaneous


 


2.1           Counterparts.  This 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
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
Supplemental Indenture have been inserted for convenience of reference only,
are not to be considered a part of this Supplemental Indenture and shall in no
way modify or restrict any of the terms or provisions hereof.


 


2.4           Successors
and Assigns.  This 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 Supplemental
Indenture shall inure to the benefit of all Holders from time to time.  Nothing expressed or mentioned in this
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 Supplemental Indenture or any provision herein contained.


 


2.5           Governing
Law.  THIS 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 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 Supplemental Indenture, but on the
terms and conditions set forth in the Indenture, including the


 


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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 and the Guarantors,
or for or with respect to (i) the validity or sufficiency of this
Supplemental Indenture or any of the terms or provisions hereof, (ii) the
proper authorization hereof by the Company and the Guarantors by corporate
action or otherwise, (iii) the due execution hereof by the Company and the
Guarantors 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 Follow]


 


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


 


	
   

  	
  SENECA GAMING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Pasqualoni

  	
   

  
	
   

  	
  Name:

  	
  John Pasqualoni

  
	
   

  	
  Title:

  	
  Interim President and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SENECA ERIE GAMING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Pasqualoni

  	
   

  
	
   

  	
  Name:

  	
  John Pasqualoni

  
	
   

  	
  Title:

  	
  Interim President and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SENECA TERRITORY GAMING CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Pasqualoni

  	
   

  
	
   

  	
  Name:

  	
  John Pasqualoni

  
	
   

  	
  Title:

  	
  Interim President and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SENECA NIAGARA FALLS GAMING

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Pasqualoni

  	
   

  
	
   

  	
  Name:

  	
  John Pasqualoni

  
	
   

  	
  Title:

  	
  Interim President and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy P. Mowdy

  	
   

  
	
   

  	
  Name:

  	
  Timothy P. Mowdy

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 


 


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