EXHIBIT
4.5(c)


 


AMENDMENT TO


SECOND AMENDED &
RESTATED


DEVELOPMENT SERVICES AGREEMENT


 


THIS AMENDMENT
TO SECOND AMENDED & RESTATED DEVELOPMENT SERVICES AGREEMENT is made as
of the 19th day of October, 2004, by and among the
Stockbridge-Munsee Band of Mohican Indians of Wisconsin, a federally recognized
Indian tribe (hereafter referred to as the “Tribe”), the Stockbridge-Munsee
Tribal Gaming Authority, an instrumentality of the Tribe, (hereinafter referred
to as the “Authority”), Trading Cove New York, LLC, a Delaware limited
liability company (hereinafter referred to as the “Developer”), Kerzner
International North America, Inc., (formerly Sun International North
America, Inc.) a Delaware corporation (hereinafter referred to as “KINA”)
and Waterford Gaming Group, LLC, a Delaware limited liability company
(hereinafter referred to as “Waterford”). 
KINA and Waterford are hereinafter collectively referred to as the “Developer
Guarantors.”


 


WHEREAS, the
Tribe, the Authority, the Developer and the Developer Guarantors entered into a
Second Amended & Restated Development Services Agreement dated February 6,
2002 (the “Second Amended Agreement”); and


 


WHEREAS, the
parties desire to amend the Second Amended Agreement as herein set forth;


 


NOW,
THEREFORE, in consideration of the mutual covenants, conditions and promises
herein contained, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:


 


1.        Section 6.4(a) is amended by
increasing the Developer Financial Assistance from “up to Ten Million
($10,000,000.00) Dollars” to “up to Fifteen Million ($15,000,000.00) Dollars,”
and the first sentence of Section 6.4(a) is amended accordingly.


 


2.        Section 6.4(b) is amended by
deleting the last sentence thereof and inserting the following sentence:  “Developer agrees that a total of Eight
Million ($8,000,000.00) Dollars of Developer’s Financial Assistance (inclusive
of the purchase price of the Property) will not be reimbursable to the
Developer from the proceeds of financing or otherwise.”


 


3.        Section 11.2 is amended by deleting
the date “December 31, 2002” in the second line thereof and inserting the
date “December 31, 2006.”


 


4.        Section 11.3 is amended by deleting
the date “December 31, 2004” and the third line thereof and inserting the
date “December 31, 2008.”


 





















 


5.        All other terms and conditions of the
Second Amended Agreement shall remain in full force and effect and are hereby
ratified by the parties.


 


IN WITNESS
WHEREOF, the Tribe, the Authority, the Developer and the Developer Guarantors have
executed this Agreement on and as of the date first written above.


 


[SIGNATURE PAGE TO FOLLOW]


 





















 


	
   

  	
  THE TRIBE

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKBRIDGE-MUNSEE BAND

  
	
   

  	
  OF MOHICAN INDIANS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Robet Chicks

  	
   

  
	
   

  	
   

  	
  Name: Robert Chicks

  
	
   

  	
   

  	
  Its: Tribal Council President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE AUTHORITY

  
	
   

  	
   

  	
   

  
	
   

  	
  STOCKBRIDGE-MUNSEE TRIBAL

  
	
   

  	
  GAMING AUTHORITY

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Robert Chicks

  	
   

  
	
   

  	
   

  	
  Name: Robert Chicks

  
	
   

  	
   

  	
  Its: Chairperson

  
	
   

  	
   

  	
   

  
	
   

  	
  DEVELOPER:

  
	
   

  	
   

  	
   

  
	
   

  	
  TRADING COVE NEW YORK, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Waterford Development New
  York, LLC

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Len Wolman

  	
   

  
	
   

  	
   

  	
  Name: Len Wolman

  
	
   

  	
   

  	
  Its: Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Kerzner New York, Inc.
  (formerly Sun

  
	
   

  	
   

  	
  Cove New York, Inc.)

  
	
   

  	
   

  	
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/William C. Murtha

  	
   

  
	
   

  	
   

  	
  Name: William C. Murtha

  
	
   

  	
   

  	
  Its: Senior Vice President &
  Secretary

  
							



 





















 


	
   

  	
  DEVELOPER GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  KERZNER INTERNATIONAL NORTH

  
	
   

  	
  AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/William C. Murtha

  	
   

  
	
   

  	
   

  	
  Name: William C. Murtha

  
	
   

  	
   

  	
  Its: Senior Vice President

  
	
   

  	
   

  	
  & Corporate Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WATERFORD GAMING GROUP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/Len Wolman

  	
   

  
	
   

  	
   

  	
  Name: Len Wolman

  
	
   

  	
   

  	
  Its: Chief Executive Officer