Exhibit 4.3


 


AMENDMENT NO. 1 TO NATION AGREEMENT


 


This Amendment No.1 (this
“Amendment”) to the Nation Agreement dated May 5, 2004 (the “Original
Agreement”) between The Seneca Nation of Indians of New York, a sovereign
federally recognized Indian Nation (the “Nation”), Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC and Wells Fargo Securities, LLC (collectively,
the “Initial Purchasers”) and Wells Fargo Bank, National
Association, as trustee for the holders of the Notes referred to below (the “Trustee”)
is made and entered into this 23rd day of May, 2005.


 


WHEREAS, in connection
with the offering of $300,000,000 aggregate principal amount of 71⁄4% Senior
Notes due 2012 issued by Seneca Gaming Corporation (the “Company”) on May 5,
2004, the Nation entered into the Original Agreement;


 


WHEREAS, the Company
proposes to issue from time to time Additional Notes under the Indenture dated May 5,
2004 among the Company, the Guarantors, Seneca Niagara Falls Gaming
Corporation, and the Trustee (as supplemented on May 23, 2005, the “Indenture”);


 


WHEREAS, the Nation and
the Trustee desire to amend the Original Agreement pursuant to Section 8(a) thereof;


 


WHEREAS, capitalized
terms used herein but not otherwise defined herein shall have the meanings
ascribed to them as set forth in the Indenture;


 


NOW, THEREFORE, the
Nation agrees as follows for the benefit of the Trustee and for the equal and
ratable benefit of the Holders:


 


SECTION 1.  Amendment.


 


The First Recital of the Original Agreement
is hereby amended by deleting the reference to “(the “Notes”)” therein.


 


SECTION 2.  Effectiveness,
etc.


 


(a)  This Amendment will become effective immediately upon the
execution and delivery hereof by the Nation and the Trustee.


 


(b)  Except as specifically amended by this Amendment, the
Original Agreement shall remain in full force and effect and is hereby ratified
and confirmed.


 


(c)  The Nation and the Trustee agree that any dispute arising
under the provisions of this Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts
executed in and to be performed in that state.


 


(d)  This Amendment may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same agreement.


 


(e)  The term “Agreement” as used in the Original Agreement shall
mean the Original Agreement as amended by this Amendment.


 


SECTION 3.  Limited
Waiver of Sovereign Immunity.  By
executing this Amendment, the Nation hereby affirms that the irrevocable
limited waiver of sovereign immunity as set forth in Section 5


 





















 


of the Original Agreement shall
continue in full force and effect with respect to the Original Agreement as
amended by this Amendment.


 





















 


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


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SENECA NATION OF INDIANS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ John
  Pasqualoni

  	
   

  
	
   

  	
  Name: John Pasqualoni

  
	
   

  	
  Title: Interim
  President and Chief Executive Office

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK,
  NATIONAL ASSOCIATION,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Timothy
  P. Mowdy

  	
   

  
	
   

  	
  Name: Timothy P. Mowdy

  
	
   

  	
  Title: Assistant Vice
  President