**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 Indenturereferred to below (the “***Trustee***”).

 

RECITALS

 

A.            The Company, the Guarantors and the Trustee are parties to that certainIndenture, 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) ofthe Indenture, the Company, when authorized by a resolution of its Board ofDirectors, the Guarantors and the Trustee may amend or supplement the Indentureto provide for the issuance of Additional Notes.

 

D.            The Company and the Guarantors desire and have requested the Trustee to enterinto this Supplemental Indenture to evidence the issuance of the Series B Notesas permitted by Section 8.1(6) ofthe Indenture.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing and forother good and valuable consideration, the receipt of which is herebyacknowledged, the Company, the Guarantors and the Trustee mutually covenant andagree for the equal and ratable benefit of the holders of the Securities asfollows:

 

ARTICLE IDefinitions; Additional Notes

 

1.1           **Definitions**.

 

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

 

(b)           For all purposes of this Supplemental Indenture, except as otherwiseherein expressly provided or unless the context otherwise requires: (i) theterms and expressions used herein shall have the same meanings as correspondingterms and expressions used in the Indenture; and (ii) the words “herein,” “hereof”and “hereby” and other words of similar import used in this SupplementalIndenture refer to this Supplemental Indenture as a whole and not to anyparticular section hereof.

 

1.2           **AdditionalNotes**.  Attached hereto as Annex1 is a copy of the form of Officers’ Certificate required by Section 2.19 of the Indenture in connectionwith the issuance of the Series

 

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B Notes.  The definition of the term “***Additional Notes***” set forth in the Indenture is herebysupplemented by adding the following sentence at the end of such definition: “OnMay 23, 2005, the Company issued $200,000,000 of Additional Notes, as moreparticularly described in the Supplemental Indenture hereto, dated as of suchdate.”

 

1.3           **Relationshipto Other Securities**.  The Series B Notes will be treated as asingle class with the other Securities issued under the Indenture.  Because, however, the Series B Notes arebeing issued with original issue discount, they will not be fungible with otherSecurities for federal income tax purposes, and will therefore have a differentCUSIP number or numbers and be represented by a different global note ornotes.  In addition, interest on the Series BNotes will begin accruing on the issue date rather than May 1, 2005.  The Series B Notes will representapproximately 40.0% of all Securities issued under the Indenture as of the dateof this Supplemental Indenture.

 

ARTICLE IIMiscellaneous

 

2.1           **Counterparts**.  This Supplemental Indenture maybe signed in counterparts and by the different parties hereto in separatecounterparts, each of which shall constitute an original and all of whichtogether shall constitute one and the same instrument.

 

2.2           **Severability**.  In case any provision in thisSupplemental Indenture shall be invalid, illegal or unenforceable, thevalidity, legality and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.

 

2.3           **Effectof Headings**.  The Section headings of thisSupplemental Indenture have been inserted for convenience of reference only,are not to be considered a part of this Supplemental Indenture and shall in noway modify or restrict any of the terms or provisions hereof.

 

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

 

2.5           **GoverningLaw**.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNEDBY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

2.6           **Effectof Supplemental Indenture**.  Except as amended by this SupplementalIndenture, the terms and provisions of the Indenture shall remain in full forceand effect.

 

2.7           **Trustee**.  The Trustee accepts theamendments of the Indenture effected by this Supplemental Indenture, but on theterms and conditions set forth in the Indenture, including the

 

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terms and provisions definingand limiting the liabilities and responsibilities of the Trustee.  Without limiting the generality of theforegoing, the Trustee shall not be responsible in any manner whatsoever for orwith respect to any of the recitals or statements contained herein, all ofwhich recitals or statements are made solely by the Company and the Guarantors,or for or with respect to (i) the validity or sufficiency of thisSupplemental Indenture or any of the terms or provisions hereof, (ii) theproper authorization hereof by the Company and the Guarantors by corporateaction or otherwise, (iii) the due execution hereof by the Company and theGuarantors or (iv) the consequences (direct or indirect and whetherdeliberate or inadvertent) of any amendment herein provided for, and theTrustee makes no representation with respect to any such matters.

 

**[SignaturePage Follow]**

 

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IN WITNESS WHEREOF, the parties hereto have executed thisSupplemental 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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