**Exhibit 4.3**

 

**AMENDMENT NO. 1 TO NATION AGREEMENT**

 

This Amendment No.1 (this“Amendment”) to the Nation Agreement dated May 5, 2004 (the “OriginalAgreement”) between The Seneca Nation of Indians of New York, a sovereignfederally 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, NationalAssociation, 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 connectionwith the offering of $300,000,000 aggregate principal amount of 71⁄4% SeniorNotes due 2012 issued by Seneca Gaming Corporation (the “Company”) on May 5,2004, the Nation entered into the Original Agreement;

 

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

 

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

 

WHEREAS, capitalizedterms used herein but not otherwise defined herein shall have the meaningsascribed to them as set forth in the Indenture;

 

NOW, THEREFORE, theNation agrees as follows for the benefit of the Trustee and for the equal andratable benefit of the Holders:

 

SECTION 1.  Amendment.

 

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

 

SECTION 2.  Effectiveness,etc.

 

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

 

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

 

(c)  The Nation and the Trustee agree that any dispute arisingunder the provisions of this Amendment shall be governed by, and construed inaccordance with, the laws of the State of New York applicable to contractsexecuted 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 counterpartsshall together constitute one and the same agreement.

 

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

 

SECTION 3.  LimitedWaiver of Sovereign Immunity.  Byexecuting this Amendment, the Nation hereby affirms that the irrevocablelimited waiver of sovereign immunity as set forth in Section 5

 

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of the Original Agreement shallcontinue in full force and effect with respect to the Original Agreement asamended by this Amendment.

 

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IN WITNESS WHEREOF, theparties 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                     |
|        |                                                      |  |  |  |  |

 

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