Exhibit 10.1


 


SEPARATION AND CONSULTING
AGREEMENT


 


                                                THIS
AGREEMENT (this “Agreement”), made and entered into as of this 6th
day of April  2005, by and between Seneca
Gaming Corporation (the “Parent”), a wholly-owned governmental instrumentality
of the Seneca Nation of Indians (the “Nation”) with its principal place of
business in the Allegany and Niagara Territories of the Nation and
G. Michael Brown (“Executive”)


 


W I T N E S S E T H:


 


                                                WHEREAS,
Executive and the Seneca Niagara Falls Gaming Corporation (“SNFGC”) entered
into an employment agreement, effective as of August 28, 2002 (the “Prior Employment
Agreement”), pursuant to which Executive served as the President and Chief
Executive Officer of SNFGC; and


 


                                                WHEREAS,
Executive also serves as the President and Chief Executive Officer of the
Parent and each of SNFGC, the Seneca Territories Gaming Corporation, and the
Seneca Erie Gaming Corporation, each a wholly-owned subsidiary of the Parent
and a governmental instrumentality of the Nation (collectively, the “Subsidiaries”
and together with Parent, the “Employer”);


 


                                                WHEREAS,
the Parent assumed the Prior Employment Agreement which was amended and
restated effective as of April 13, 2004 (the “Employment Agreement”); and


 


                                                WHEREAS,
by mutual agreement between Executive and the Parent, Executive has decided to
resign as an employee and officer of the Parent and each of the Subsidiaries effective
as of the date set forth above (the “Effective Date”); and


 


WHEREAS, the Parent
desires to secure the continuing services of Executive as a consultant
following the Effective Date.


 


                                                NOW,
THEREFORE, for and in consideration of the mutual promises, covenants and
obligations contained herein, the Parent and Executive agree as follows:


 


ARTICLE I:                                                                                  RESIGNATION
AND CONSULTANCY


 


Section
1.1                                      Resignation.    Executive hereby resigns
as an employee and officer of the Parent and each Subsidiary effective as of
the close of business on the Effective Date. 
Except as specifically provided in Article III of this Agreement, notwithstanding
any other written or oral agreements between the Parent, any Employer and
Executive relating to Executive’s employment or termination thereof, and all
subsequent amendments thereto, including, without limitation, the Employment
Agreement, such resignation shall not be deemed to be a breach by Executive or any
Employer of any such agreements, and in consideration of the payments and
benefits herein described, any and all terms set forth in such agreements, including,
without limitation, the


 





















 


Employment Agreement, shall terminate and cease to have any effect as
of the Effective Date notwithstanding any survival clauses therein contained.  Executive agrees to execute all other
documents that any Employer requests that he execute to evidence his termination
of employment and his status as an employee and officer of any Employer.  Executive represents, understands and agrees
that following the Effective Date, he will not, at any time, apply for, seek,
or accept any employment with, and waives any right to employment with, any of
the Employers.


 


                                                Section
1.2                                      Consultancy.   Commencing on the
Effective Date and ending on the earlier of (A) December 31, 2005, (B) the
opening of the luxury spa hotel at the Seneca Niagara Casino, (C) a material
breach of Executive’s obligations under this Agreement, (D) a termination of this agreement by either party hereto at their sole
discretion or (E) upon Executive’s revocation of the release as contemplated
herein (the “Term”), Executive shall serve as a consultant of the Parent.  In such position, Executive’s duties and
powers shall include such projects as may be reasonably requested by the Parent’s
Board of Directors (the “Board”), including, without limitation, strategic
advise relating to the completion of projects at the Seneca Niagara Casino and
the Seneca Allegheny Casino and assistance in obtaining any necessary financing
during the Term.  During the Term,
Executive shall devote sufficient time and effort to fulfill his duties
hereunder as is determined by the Board.   Executive shall have no power to bind the Parent
or any other Employer in contractual or other matters, and shall not hold
himself out as having such authority. 
Executive shall personally provide all of the consulting services
required hereunder.


 


ARTICLE II:                                                                              SEVERANCE
PAYMENTS, BENEFITS AND FEES


 


Section
2.1                                      Severance
Payments.   Provided that Executive
signs this Agreement and does not revoke the releases contemplated herein,
Executive shall be paid $975,000 on the Effective Date.  Executive acknowledges and agrees that the
consideration set forth herein is adequate consideration for the termination of
the Employment Agreement and that he is not otherwise entitled to the severance
payments described therein.


 


Section
2.2                                      Fees.  During the Term and provided that Executive
has not revoked the release as contemplated herein, the Parent shall pay to
Executive, in consideration of the Executive’s services as a consultant, a monthly
consulting fee equal to $20,000 (the “Fee”), payable in arrears, commencing on
the first day of each month following the Effective Date.   Each of the Executive and the Parent agree
that the Fee includes all employee and fringe benefits, severance, and any and
all other amounts due or payable by the Parent to the Executive.  The Parent’s obligation to continue to pay
the Fee shall cease upon the expiration of the Term as contemplated under
Article 1.


 


Section
2.3                                      Benefits.  Upon the Effective Date, Executive shall
cease to be eligible to participate in any Employer employee benefit plan,
other than his right to elect continuation coverage under the Employer’s group
health plan.  During the Term, if
Executive elects such continuation coverage, the Parent shall pay a portion of
the cost of such coverage equal to the amount it would have paid had Executive
remained employed by the Employer.  The
Parent agrees to reimburse Executive for actual, documented expenses incurred
by Executive at the written direction of the Parent.


 


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Section 2.4                                      Withholding
of Taxes.  The Parent may
withhold from any benefits or compensation payable under this Agreement all
federal, state, city or other taxes as may be required pursuant to any law or
governmental regulation or ruling. 
Executive acknowledges and agrees that under current law, the Employer
is not required to withhold from any compensation paid to Executive in his
capacity as a consultant.


 


Section 2.5                                      No
Other Payments.  Executive
acknowledges and agrees that, except as expressly provided in this Agreement,
that no other payments or consideration shall be provided to Executive in
exchange for entering into this Agreement or upon his termination of employment
and status as an officer and director of the Parent.  Executive acknowledges and agrees that he has
previously received all salary, bonuses, vacation pay, and other forms of
compensation in connection with his service to the Parent through the Effective
Date.




ARTICLE III:                                                                          RESTRICTIVE
COVENANTS


 


Section 3.1                                      Acknowledgements.  Executive acknowledges that:  (i) as a result of Executive’s
employment  with the Employer, he
obtained secret, proprietary and confidential information concerning the
business of the Employer, including, without limitation, business and marketing
plans, strategies, employee lists, patron lists, operating procedures, business
relationships (including persons, corporations or other entities performing
services on behalf of or otherwise engaged in business transactions with the
Employer), accounts, financial data, know-how, computer software and related
documentation, trade secrets, processes, policies and/or personnel, and other
information relating to the Employer (“Confidential Information”); (ii) the
Confidential Information has been developed and created by the Employer at
substantial expense and the Confidential Information constitutes valuable
proprietary assets and the Employer will suffer substantial damage and
irreparable harm which will be difficult to compute if, during the term of the
Agreement and thereafter, Executive should enter a Competitive Business (as
defined herein) in violation of the provisions of this Agreement; (iii) the
Employer will suffer substantial damage which will be difficult to compute if,
during the term of the Agreement or thereafter, Executive should solicit or
interfere with the Employer’s employees, patrons or vendors or should divulge
Confidential Information relating to the business of the Employer; (iv) the
provisions of this Article III are reasonable and necessary for the protection
of the business of the Employer; (v) the Employer would not have entered into
this Agreement unless Executive signed this Agreement; and (vi) the provisions
of this Agreement will not preclude Executive from other gainful employment.  “Competitive Business” shall mean any gaming
establishment which provides to its patrons games of chance such as slot
machines, card games, roulette, and similar games in the State of New York or
within the 100 mile radius of Nation Territory.


 


Section 3.2                                      Confidentiality.              Executive
acknowledges and agrees that the unauthorized disclosure or misuse of
Confidential Information will cause substantial damage to the Employer.  Therefore, Executive agrees not to, at any
time, either during the Term of the Agreement or thereafter, divulge, use,
publish or in any other manner reveal, directly or indirectly, to any person,
firm or corporation any Confidential Information obtained or learned by
Executive during the course of his employment with the Employer, with regard to
the


 


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operational, financial,
business or other affairs and activities of the Employer, their officers,
directors or employees and the entities with which they have business
relationships, except (i) as may be necessary to the performance of Executive’s
duties with the Employer, (ii) with the Parent’s express written consent, (iii)
to the extent that any such information is in the public domain other than as a
result of Executive’s breach of any of obligations hereunder, or (iv) where
required to be disclosed by court order, subpoena or other government process
and, in such event, Executive shall cooperate with the Employer in attempting
to keep such information confidential.


 


Section 3.3                                      Non-Compete.   During
the Term, Executive, without the prior written permission of the Parent, shall
not, directly or indirectly, (i) enter into the employ of or render any
services to any person, engaged in a Competitive Business; or (ii) become
associated with or interested in any Competitive Business as an individual,
partner, shareholder, member, creditor, director, officer, principal, agent,
employee, trustee, consultant, advisor or in any other relationship or
capacity.  This section 3.3 shall not
prevent Executive from owning common stock in a publicly traded corporation
which owns or manages a casino provided Executive does not take an active role
in the ownership or management of such corporation and his ownership interest
represents less than 3% of the voting securities and/or economic value of such
corporation.


 


Section 3.4                                      Non-Solicitation
— Employees.   By executing this Agreement, Executive
acknowledges that he understands that the Employer’s ability to operate its
business depends upon its ability to attract and retain skilled people and that
the Employer has and will continue to invest substantial resources in training
such individuals.  Therefore, during the
Term and for two years thereafter (the “Restricted Period”), Executive shall
not, without the prior written permission of the Parent, directly or indirectly
solicit, employ or retain, or have or cause any other person or entity to
solicit, employ or retain, any person who is employed or is providing personal
services to the Employer.


 


Section 3.5                                      Non-Solicitation
— Vendors.   By executing this Agreement, Executive
acknowledges that he understands that the Employer’s ability to operate its
business depends upon its ability to attract and retain vendors and
patrons.  Therefore, during the
Restricted Period, Executive shall not, directly or indirectly, solicit,
contact, interfere with, or endeavor to entice away from the Employer any of
its current or potential vendors or any such persons or entities that were
vendors of the Employer within the one year period immediately prior to
Executive’s termination of employment.


 


Section 3.6                                      Non-Disparage.
  The parties hereto acknowledge and agree that during
the Term and for all time thereafter that they will not defame or publicly
criticize the services, business, integrity, veracity or personal or
professional reputation of the other party in either a professional or personal
manner.


 


Section 3.7                                      Blue-Pencil.
  If,
at any time, the provisions of this Agreement shall be determined to be invalid
or unenforceable under any applicable law, by reason of being vague or
unreasonable as to area, duration or scope of activity, this Agreement shall be
considered divisible and shall become and be immediately amended to only such
area, duration and scope of activity as shall be determined to be reasonable
and enforceable by the court or other body having


 


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jurisdiction
over the matter and Executive and the Employer agree that this Agreement as so
amended shall be valid and binding as though any invalid or unenforceable
provision had not been included herein.


 


ARTICLE IV:                                                                          RELEASE


 


                                                Section 4.1                                      Release
of Known Claims.


 


(a)                                  It
is understood and agreed by the parties to this Agreement that in consideration
of the mutual promises and covenants contained in this Agreement, and after
consultation with counsel, Executive for himself and each of his respective
heirs, representatives, agents, successors and assigns, irrevocably and
unconditionally releases and forever discharges the Nation, Parent and its
respective current and former officers, directors, shareholders, employees,
representatives, heirs, attorneys and agents, as well as its respective
predecessors, parent companies, subsidiaries, affiliates, divisions, successors
and assigns and its respective current and former officers, directors,
shareholders, employees, representatives, attorneys and agents (the “Released
Parties”), from any and all causes of action, claims, actions, rights,
judgments, obligations, damages, demands, accountings or liabilities of
whatever kind or character, which Executive may have against them, or any of
them, by reason of or arising out of, touching upon or concerning Executive’s
employment with any Employer and the separation of his employment, or any
statutory claims, or any and all other matters of whatever kind, nature or
description, whether known or unknown, occurring prior to the Effective
Date.  Executive acknowledges that this
release of claims specifically includes, but is not limited to, any and all
claims for fraud; breach of contract; breach of the implied covenant of good
faith and fair dealing; inducement of breach; interference with contractual
rights; wrongful or unlawful discharge or demotion; violation of public policy;
invasion of privacy; intentional or negligent infliction of emotional distress;
intentional or negligent misrepresentation; conspiracy; failure to pay wages,
benefits, vacation pay, severance pay, attorneys’ fees, or other compensation
of any sort; defamation; unlawful effort to prevent employment; discrimination
on the basis of race, color, sex, national origin, ancestry, religion, age,
disability, handicap, medical condition or marital status; any claim under
Title VII of the Civil Rights Act of 1964 (Title VII, as amended), 42 U.S.C.
§2000, et seq., the Age Discrimination in
Employment Act (“ADEA”), 29 U.S.C. §621, et seq., the
Older Workers Benefit Protection Act (“OWBPA”), 29 U.S.C. §626(f), the
Equal Pay Act, the Family and Medical Leave Act, the New York Human Rights Law;
the New York Labor Law; the New York Whistleblower Protection Law; the New York
Wage and Hour Laws; violation of the Consolidated Omnibus Budget Reconciliation
Act of 1985 (“COBRA”); the Americans with Disabilities Act (“ADA”); violation
of the Occupational Safety and Health Act (“OSHA”) or any other health and/or
safety laws, statutes or regulations; violation of the Employee Retirement
Income Security Act of 1974 (“ERISA”); violation of the Internal Revenue Code
of 1986, as amended; any other foreign, federal, state, or local laws, common
law or case law relating to employment discrimination or the regulation of
employment; or any other wrongful conduct based upon events occurring prior to
the Effective Date.


(b)                                 Executive
represents and warrants that he has not assigned or subrogated any of his
rights, claims and causes of action, including any claims referenced in this
Agreement, or authorized any other person or entity to assert such claim or
claims on his behalf,


 


5





















 


and he agrees to indemnify and
hold harmless the Released Parties against any assignment of said rights,
claims and/or causes of action.


(c)                                  Executive
acknowledges and agrees that the making of this Agreement, and anything
contained herein, is not intended, and shall not be construed, as an admission
that the Released Parties have: violated or abridged any foreign, federal,
state or local law (statutory or common law), ordinance or regulation; breached
any contract, or violated any right or obligation that it may owe or may have
owed to Executive or committed any wrong whatsoever against Executive.


                                                Section
4.2                                      Waiver
of Rights Under the Age Discrimination Act.  Executive understands that this Agreement,
and the release contained herein, waives claims and rights Executive might have
under the ADEA. The waiver of Executive’s rights under the ADEA does not extend
to claims or rights that might arise after the Effective Date.  Executive may revoke the terms of this
Agreement relating to ADEA claims by a written document received by the Parent’s
General Counsel at Seneca Niagara Falls Casino, 310 Fourth Street, P.O. Box
777, Niagara Falls, New York (Seneca Nation Territory) 14303 within seven (7)
days of the Executive execution of this Agreement.  The Agreement will not be effective until
said revocation period has expired. Executive acknowledges that he has been
given up to 21 days to decide whether to sign this Agreement.  If Executive should revoke such release, he
shall not be entitled to be paid any of the amounts described in this Agreement
and this Agreement shall become null and void.


 


                                                Section 4.3                                      Workers
Compensation.     Executive
expressly acknowledges that he has not, to his knowledge, suffered from any
illness or injury arising out of and in the course of his employment with the Parent
that would be compensable under the Workers’ Compensation Act (the “WC Act”),
that he has not filed any claim against any Employer under the WC Act, and that
he represents that he will not file or otherwise assert any workers’ compensation
claim against any Employer seeking to remedy an injury or illness caused by
Executive’s employment and termination thereof.


 


                                                Section 4.4                                      Breach.  If Executive should breach any of his
obligations under this Article IV, the Parent shall have no further obligation
to make the payments and benefits described herein attached hereto and
Executive shall return all amounts paid to him thereunder.


 


                                                Section 4.5                                      Release
of Claims by the Parent.   Subject to the provisions of the Agreement and
subject to Executive not exercising his revocation rights hereunder, the Parent
and each Employer hereby irrevocably and unconditionally releases, waives and
fully and forever discharges Executive, from and against any and all claims,
liabilities, obligations, covenants, rights, demands and damages of any nature
whatsoever, whether known or unknown, anticipated or unanticipated, arising
from, by reason of or in any way related to any transaction, event or
circumstance which occurred or existed prior to and including the date of this
Agreement arising out of or in any way related to Executive’s employment with
any Employer or the termination thereof. 
Notwithstanding the provisions of this paragraph, nothing in this waiver
or release shall be construed to constitute any release or waiver by any
Employer of its rights or claims against Executive arising out of or referred
to in the Agreement or any fraudulent acts engaged in by Executive while in the
course of his employment.


 


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ARTICLE V:                                                                              MISCELLANEOUS


 


Section 5.1                                      Remedy.  Should Executive engage in or perform, either
directly or indirectly, any of the acts prohibited by Articles III and IV or,
in any other way, violate such Articles, it is agreed that the Parent shall be
entitled to full injunctive relief, to be issued by any competent court of
equity, enjoining and restraining Executive and each and every other person,
firm, organization, association, or corporation concerned therein, from the
continuance of such violative acts.  The
foregoing remedy shall not be deemed to limit or prevent the exercise by the Parent
of any or all further rights and remedies which may be available to the Parent
hereunder or at law or in equity.


 


Section 5.2                                      Arbitration.  Subject to Section 5.1 of this Agreement, the only mechanism
to settle any dispute, controversy or claim arising out of or relating to this
Agreement shall be settled by binding arbitration in Niagara Falls, New York in
accordance with the Rules of the American Arbitration Association, and judgment
upon the award rendered by the arbitrator(s) may be entered in the United
States District Court for the Western District of New York.


 


Section
5.3                                      Notices.  For purposes of this Agreement, notices and
all other communica­tions provided for herein shall be in writing and shall be
deemed to have been duly given when personally delivered, sent by facsimile or
when mailed by United States registered or certified mail, return receipt
requested, postage prepaid, addressed to such address as provided in the
signature pages hereto or sent to such other address or facsimile number as
each party may furnish to the other in writing from time to time in accordance
with this Section 5.3.


 


Section 5.4                                      Applicable
Law.  This Agreement is
entered into under, and shall be governed for all purposes by, the laws of the
State of New York without giving effect to any choice of law principles.


 


Section
5.5                                      No
Waiver.  No failure by either party
hereto at any time to give notice of any breach by the other party of, or to
require compliance with, any condition or provision of this Agreement shall (i)
be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time or (ii) preclude insistence upon strict
compliance in the future.


 


Section 5.6                                      Severability.  If a court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable,
then the invalidity or unenforceability of that provision shall not affect the
validity or enforceability of any other provision of this Agreement, and all
other provisions shall remain in full force and effect and such invalid or
unenforceable provision shall be reformulated by such court to preserve the
intent of the parties hereto.


 


Section
5.7                                      Counterparts.  This Agreement may be executed in one or more
counter­parts, each of which shall be deemed to be an original, but all of
which together will constitute one and the same Agreement.


 


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Section
5.8                                      Headings.  The paragraph headings have been inserted for
purposes of convenience and shall not be used for interpretive purposes.


 


Section 5.9                                      Gender
and Plurals.  Wherever the
context so requires, the masculine gender includes the feminine or neuter, and the
singular number includes the plural and conversely.


 


Section 5.10                                Affiliate.  As used in this Agreement, unless otherwise
indicated, “affiliate” shall mean any person or entity
which directly or indirectly through any one or more intermediaries owns or
controls, is owned or controlled by, or is under common ownership or control
with the Parent.


 


Section 5.11                                Assignment.  This Agreement is binding on Executive and
the Parent and their successors and assigns; provided, however,
that the rights and obligations of the Parent under this Agreement may be
assigned to a successor entity.  No
rights or obligations of Executive hereunder may be assigned by Executive to
any other person or entity, except by will or the laws of descent and distribution.  In the event of Executive’s death prior to
receipt by Executive of all amounts payable by the Parent hereunder, such
amounts shall be payable to Executive’s designated beneficiaries on the same
schedule as provided for in this Agreement.


 


Section 5.12                                Entire
Agreement.  Except as
otherwise specifically provided herein, this Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof, contains all
the covenants, promises, representations, warranties and agreements between the
parties with respect to Executive’s resignation from the Parent and supersedes
all prior employment or severance or other agreements between Executive and the
Parent and any Employer whether written or oral or any of their predecessors or
affiliates, including, but not limited to any agreement that relates to
Executive’s employment with the Parent or termination thereof.  Executive acknowledges and agrees that the
consideration provided for herein is adequate consideration for Executive
waiving his rights under any other agreement whether written or oral between
Executive and the Parent, including, without limitation, the Employment
Agreement.  Except as otherwise provided
herein, Executive acknowledges that no representation, inducement, promise or
agreement, oral or written, has been made by either party, or by anyone acting
on behalf of either party, which is not embodied herein, and that no agreement,
statement, or promise relating to Executive’s resignation from the Parent, that
is not contained in this Agreement, shall be valid or binding.  Any modification of this Agreement will be
effective only if it is in writing and signed by the party to be charged.


 


Section 5.13                                Independent
Contractor.  In performing
services hereunder during the Term, Executive will at all times and for all
purposes, constitute an independent contractor and not an employee or agent of
any Employer.  In no event will Executive
be, or represent himself to be, an officer, employee or agent of any Employer
nor will Executive bind, or attempt to bind, any Employer to any contract,
agreement, liability or obligation of any nature.  No Employer will be required to provide any
benefits to Executive which it provides to its employees including without limitation
retirement plans, insurance programs and vacation.  In addition, unless otherwise determined by
the Parent, the Parent shall be under no obligation to withhold any taxes or
other amounts to be paid to Executive for his service as a consultant.


 


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ARTICLE VI:                                                                          JOINT
DRAFTING


 


Executive and the Parent acknowledge and agree that this Agreement was
jointly drafted by the Parent on the one side and by the Executive on the other
side.  Neither party, nor any party’s
counsel, shall be deemed the drafter of this Agreement in any proceeding that
may hereafter arise between them.


 


ARTICLE VII:                                                                      EXECUTIVE
ACKNOWLEDGEMENTS


Executive
acknowledges that:


(a)          He has read and
understands the terms of this Agreement and has voluntarily agreed to these
terms without coercion or undue persuasion by the Parent or any officer,
director or other agent thereof;


(b)         He has been encouraged by
the Parent to seek, and has sought and received, competent legal counsel in his
review and consideration of this Agreement and its terms; and


(c)          This Agreement does not
purport to waive, and does not waive, any rights Executive may have which arise
after the Effective Date.


 


ARTICLE
VIII                                                                     WAIVER
OF SOVEREIGN IMMUNITY


 


                                                Section
8.1                                      The
Parent grants a waiver of its sovereign immunity from suit exclusively to
Executive (and his estate in the event of his death) for the purpose of
enforcing Sections 2.1, 2.2, 3.6, 4.5 and Article V of this Agreement, or
permitting or compelling arbitration and other remedies as provided
herein.  This waiver is solely for the
benefit of the aforesaid parties and for no other person or entity.  For this limited purpose, the Parent consents
to be sued solely with respect to the enforcement of any decision by an arbitrator
relating to this Agreement in the United States District Court for the Western
District of New York.


 


                                                Section
8.2                                      The
Parent hereby waives any requirement of exhaustion of tribal remedies, and
agrees that it will not present any affirmative defense in any dispute based on
any alleged failure to exhaust such remedies. 
Without in any way limiting the generality of the foregoing, the Parent
expressly authorizes any governmental authorities who have the right and duty
under applicable law to take any action authorized or ordered by any court, to
take such action, including, without limitation, repossessing any property and
equipment subject to a security interest or otherwise giving effect to any
judgment entered; provided, however that the Parent does not hereby waive the
defense of sovereign immunity with respect to any action by third parties.


 


                                                Section
8.3                                      The
Parent’s waiver of immunity from suit is irrevocable and specifically limited
to the remedies provided this Agreement. 
Any monetary award related to any such action shall be satisfied solely
from the net income of the Parent.


 


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                                                Section
8.4                                      Notwithstanding
anything in this Agreement to the contrary, this waiver is to be interpreted in
a manner consistent with the Parent’s ability to enter into this Agreement,
including, without limitation, this Section 8, as provided in the Charter of
the Parent, as it may be amended from time to time.  Accordingly, the Nation shall not be liable
for the debts or obligations of the Parent, and the
Parent shall have no power to pledge or encumber the assets of the Nation.  Furthermore, this Section 8 does not
constitute a waiver of any immunity of the Nation or a delegation to the Parent
of the power to make any such waiver. This Section 8 shall be strictly
construed with a view toward protecting the Nation’s assets from the reach of
creditors and others.


 


 


*                                         *                                         *


[signature page next]


 


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


 


 


 




	
  SENECA GAMING CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Barry E.
  Snyder, Sr.

  	
   

  
	
  Name:

  	
  Barry E. Snyder,
  Sr.

  	
   

  
	
  Title:

  	
  Chairman of the
  Board of Directors

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXECUTIVE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ G. Michael
  Brown

  	
   

  
	
  Name:

  	
  G. Michael
  Brown

  	
   

  
	
  Title:

  	
  President and
  Chief Executive Officer

  	
   

  






 


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