Exhibit 10.17


 


SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT


 


AGREEMENT amended and restated
as of this 6th day of April, 2005 by and between the Seneca Gaming Corporation
(the “Parent”), a governmental instrumentality of the Seneca Nation of Indians
of New York (the “Nation”) with its principal place of business in the State of
New York and John Pasqualoni (“Executive”).


 


WHEREAS, Executive and the
Seneca Niagara Falls Gaming Corporation (“SNFGC”) entered into an employment
agreement, effective as of October 14, 2002 (the “Employment Agreement”),
pursuant to which Executive served as the Vice President of Slot Operations of
SNFGC;


 


WHEREAS, Executive and the
SNFGC entered into an amended and restated employment agreement, effective as
of July 13, 2004 (the “Amended and Restated Employment Agreement”), (i) pursuant
to which Executive served as the Senior Vice President of Slot
Operations/Marketing of the Parent and each of SNFGC, the Seneca Territory
Gaming Corporation (“STGC”), and the Seneca Erie Gaming Corporation (“SEGC”),
each a wholly-owned subsidiary of the Parent and a governmental instrumentality
of the Nation (collectively, the “Subsidiaries” and together with Parent, the “Employer”)
and (ii) by which the Parent assumed the Employment Agreement and
Executive continued to serve as Senior Vice President of Slot
Operations/Marketing of the Parent and each of SNFGC, STGC, and SEGC;


 


WHEREAS, Executive was
appointed to Chief Operating Officer of all the gaming operations of Employer
on February 16, 2005;


 


WHEREAS, Executive and Employer
now desire that Executive serve as the interim President and Chief Executive
Officer of the Employer;


 


WHEREAS, Employer is, as of the
date of this Agreement, or shortly hereafter will be, in the process of
conducting a limited search for an individual to serve as its permanent
President and Chief Executive Officer, which search includes, or will include,
Employer’s consideration of Executive for such position;


 


WHEREAS, in the event that
Employer does not select Executive as its permanent President and Chief
Executive Officer, then Executive shall, at the time such permanent President
and Chief Executive Officer takes office, serve as the Chief Operating Officer
of Employer;


 


WHEREAS, the parties desire to
amend and restate the Amended and Restated Employment Agreement to set forth
the terms and conditions of Executive’s continued relationship with and new
position with the Employer as set forth in this Agreement (this “Second Amended
and Restated Employment Agreement”); and


 


WHEREAS, Executive shall serve
as interim President and Chief Executive Officer, or, as the case may be, the
Chief Operating Officer, of the Parent and each of the Subsidiaries and the
terms of this Second Amended and Restated Employment Agreement assume that
Executive shall serve in such positions as set forth herein until the
Termination Date (defined below).


 





















 


IT IS HEREBY AGREED AS FOLLOWS:


 


1.             Employment.  Employer hereby
employs Executive as its interim President and Chief Executive Officer.  Executive shall report and be accountable to
and work under the authority of the Board of Directors of Parent (the “Board”).  Executive shall perform such duties and have
such responsibilities that are customary for such position and including those
that may be specified from time to time by the Board that are not inconsistent
with such position.


 


2.             Term.  The term of this
Agreement shall commence as of April 1, 2005 (the “Effective Date”) and
terminate on the earlier of (a) September 30, 2007 or (b) the
date on which Executive becomes the permanent President and Chief Executive
Officer (the “Termination Date”), unless renewed by a subsequent written
agreement of the parties.


 


3.             Compensation.


 


(a)           Base
Salary


 


(i)            In exchange, in part, for Executive’s services as the interim President
and Chief Executive Officer, Executive shall be paid a minimum annual base
salary (“Base Compensation”) of Three Hundred Ninety Thousand Dollars
($390,000) for the period commencing on June 1, 2004 and ending with the
Employer’s fiscal year ending September 30, 2005; Four Hundred Fifteen
Thousand Dollars ($415,000) for the Employer’s fiscal year ending September 30,
2006; and Four Hundred Forty Thousand Dollars ($440,000) for the Employer’s
fiscal year ending September 30, 2007 with respect to his service for all
of the Employers, with a salary review by the Board each fiscal year thereafter
at which time the Board shall determine whether, in its sole discretion,
Executive’s Base Compensation shall be increased.  Said salary shall be payable periodically in
accordance with the Employer’s regular payroll practice.


 


(ii)           In exchange, in part, for Executive’s services as Chief Operating Officer,
if any are provided as provided under Section 3(e), Executive shall be
paid a Base Compensation of Four Hundred Twenty-Five Thousand Dollars
($425,000) for the period commencing on June 1, 2004 and ending with the
Employer’s fiscal year ending September 30, 2005; Four Hundred Fifty
Thousand Dollars ($450,000) for the Employer’s fiscal year ending September 30,
2006; and Four Hundred Seventy-Five Thousand Dollars ($475,000) for the
Employer’s fiscal year ending September 30, 2007 with respect to his
service for all of the Employers, with a salary review by the Board each fiscal
year thereafter at which time the Board shall determine whether, in its sole
discretion, Executive’s Base Compensation shall be increased.  Said salary shall be payable periodically in
accordance with the Employer’s regular payroll practice.


 


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(b)           Provided
Executive is then employed with the Employer, Executive shall be eligible for
an annual performance bonus as follows:


 


(i)            For the fiscal year ending September 30, 2004, Executive shall be
eligible for an annual performance bonus equal to fifty percent (50%) of Base
Compensation if SNFGC’s Earnings Before Interest, Taxes, Depreciation, and
Amortization, calculated in a manner consistent with SNFGC’s practices (“EBITDA”),
for such fiscal year is equal to or greater than One Hundred Fifteen Million
Dollars ($115,000,000);


 


(ii)           For the fiscal year ending September 30, 2005, Executive shall be
eligible for an annual performance bonus equal to One Hundred Eighty Seven
Thousand Five Hundred Dollars ($187,500) if the Consolidated EBITDA of the
Subsidiaries that operated and owned casinos in such fiscal year is equal to or
greater than One Hundred Forty Million Dollars ($140,000,000).  For purposes of section 3(b) of
this Agreement, “Consolidated EBITDA” shall have the meaning set forth in that
certain Indenture, dated as of May 5, 2004, among the Parent, the
Guarantors from time to time parties thereto, and Wells Fargo Bank, National
Association, as trustee, as such may be amended, restated, supplemented or
otherwise modified from time to time.


 


(iii)          For the fiscal year ending September 30, 2006, Executive shall be
eligible for an annual performance bonus equal to (A) Two Hundred Thousand
Dollars ($200,000) and (B) One Hundred Thousand Dollars ($100,000) if the
Consolidated EBITDA of the Subsidiaries that operated and owned casinos in such
fiscal year is equal to or greater than (Y) One Hundred Forty Five Million
Dollars ($145,000,000) and (Z) One Hundred Forty Seven Million Dollars
($147,000,000), respectively; and


 


(iv)          For the fiscal year ending September 30, 2007, Executive shall be
eligible for an annual performance bonus equal to Two Hundred Twelve Thousand
Five Hundred Dollars ($212,500) if the Consolidated EBITDA of the Subsidiaries
that operated and owned casinos in such fiscal year is equal to or greater than
One Hundred Forty Seven Million Dollars ($147,000,000).


 


Each of
the annual performance bonuses described above shall be referred to as “Bonus
Compensation” for such fiscal year.


 


(c)           Executive
shall also be eligible to receive any additional performance or incentive
compensation which is approved by the Board in its sole discretion.  Said additional performance or incentive
compensation, if any, shall be in addition to and shall not lessen or reduce
the Base Compensation and/or Bonus Compensation, if any, as provided in
paragraphs (a) and (b) above. 
In exercising


 


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its discretion, the Board shall specifically
consider the extent to which the goals of the Employer are being met and the
extent to which Executive has contributed to same.


 


(d)           Executive
shall also receive a monthly interim President and Chief Executive Officer
retention bonus of Twenty Thousand Dollars ($20,000), until such time as the
permanent President and Chief Executive Officer takes office.


 


(e)           In the
event that Employer does not select Executive as its permanent President and
Chief Executive Officer, then Executive shall, at the time such permanent
President and Chief Executive Officer takes office, serve as the Chief
Operating Officer of Employer.


 


(f)            Executive
shall be provided with coverage under the Employer’s employee benefit insurance
programs and retirement programs, if any, at least equal to the coverage
provided to other senior executive officers of the Employer.


 


(g)           Any
compensation, if any, due under paragraphs 3(b) or 3(c) of this
Agreement shall be payable within ninety (90) days after the close of the
fiscal year with respect to which it is earned.


 


4.             Licensing
Issues.  Executive represents to the Employer that he
has received such licenses as may be required pursuant to the Nation-State
Gaming Compact between the Seneca Nation of Indians and the State of New York
(the “Compact”) and/or the Nation’s or the Employer’s gaming ordinances as in
effect on the date hereof, as may be necessary to enable him to engage in his
employment hereunder.  Executive will
maintain such licenses in good standing as a pre-condition of his employment by
the Employer.


 


5.             Termination.


 


(a)           Executive’s
employment hereunder may be terminated by the Parent only under the following
circumstances and such termination by the Parent shall be a termination with
respect to each Employer, unless otherwise determined by the Board:


 


(i)            upon revocation or disapproval of the license required pursuant to the
Compact, or upon disapproval by the National Indian Gaming Commission of the
issuance of any license by the Nation pursuant to its own gaming ordinances, if
either such action renders it unlawful for Executive to perform as interim
President and Chief Executive Officer, or Chief Operating Office, as the case
may be, of each Employer, or if any event renders it unlawful for the Nation
and/or the Employer to continue to conduct casino gaming on Nation Territory.  For purposes of this Agreement, “Nation
Territory” shall include current or future Nation reservation territory where
the Employer conducts or will conduct its gaming operations as of the date
Executive’s employment is terminated.


 


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(ii)           upon revocation or disapproval of such licenses for Executive as are
required pursuant to the Compact and/or by the Nation’s or the Employer’s
gaming ordinances;


 


(iii)          Executive shall commit an act constituting “Cause,” which is defined to
mean an act of dishonesty by Executive intended to result in gain or personal
enrichment of Executive or others at the Employer’s expense, or the deliberate
and intentional refusal by Executive (except by reason of disability) to
perform his duties hereunder, or by acts constituting gross negligence in the
performance of such duties;


 


(iv)          Executive shall die or the Employer shall for any reason within the
Employer’s or the Nation’s control permanently cease to conduct casino gaming
on Nation Territory; or


 


(v)           Executive shall become unable to perform the duties and responsibilities
set forth in this Agreement for a period of 180 days in any 365 day period by
reason of long-term physical or mental disability.


 


(b)           If
Executive’s employment should be terminated under paragraphs 5(a)(i), (ii) or
(iii) above, then the Employer shall at that time pay Executive the Base
Compensation earned through the date Executive is terminated, whereupon the
Employer shall have no further liability or obligation to Executive under this
Agreement or otherwise.


 


(c)           If
Executive’s employment should be terminated under paragraph 5(a)(iv) or (v) above,
then the Employer shall at that time pay Executive (or his estate) his Base
Compensation earned through the date Executive is terminated, and shall pay
Executive the pro rata portion, based on the portion of the fiscal year
preceding such termination, of the Bonus Compensation for the fiscal year
during which such termination takes place assuming that Executive would have
earned 100% of the Bonus Compensation for such year (the “Pro-Rata Bonus”);
whereupon the Employer shall have no further liability or obligation to
Executive under this Agreement or otherwise.


 


(d)           If
Executive’s employment should be terminated by the Parent for any reason other
than those specified in paragraph 5(a) above (it being understood that a
purported termination for Cause which is contested by Executive and finally
determined not to have been proper shall be treated as a termination under this
paragraph 5(d)), then the Employer shall: (i) pay Executive his Base
Compensation earned, but unpaid, through the date Executive is terminated, (ii) pay
Executive a Pro-Rata Bonus for the year of termination, (iii) continue to
pay Executive his Base Compensation in effect as of the date of termination for
a period following his termination (the “Severance Period”) equal to the lesser
of (A) eighteen (18) months or (B) the remainder of the period ending
on the Termination Date, and (iv) to the extent elected by Executive, pay
for the cost of


 


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(A) Executive’s premiums for continuation
healthcare coverage under Section 4980B of the Internal Revenue Code of
1986, as amended (“COBRA”), and (B) the premiums for Exec-u-Care® or any
similar executive medical reimbursement insurance plan maintained by the
Employer on the date Executive’s employment is terminated, for the lesser of (1) the
Severance Period, (2) until Executive is no longer eligible for COBRA
continuation coverage, or (3) until Executive obtains comparable
healthcare benefits from any other employer during the Severance Period,
whereupon the Employer shall have no further liability or obligation to
Executive under this Agreement or otherwise; provided, however,
that Executive shall have a duty to mitigate damages as follows: during the
Severance Period, Executive shall endeavor to mitigate damages by seeking
employment with duties and salary comparable to those provided for herein, and
if he shall obtain such employment, he shall reimburse the Employer the amount
of the compensation he has received from such other entity for such period, but
not to exceed the amount of the compensation the Employer shall have paid him
for such period.


 


(e)           Executive
may terminate his employment for any reason upon one-hundred-twenty (120) days
written notice to the Parent.  If
Executive terminates his employment pursuant to this paragraph 5(e), the
Employer shall pay Executive the Base Compensation earned through the date of
termination, whereupon the Employer shall have no further liability or
obligation to Executive under this Agreement or otherwise.


 


(f)            Executive
acknowledges and agrees that the payments set forth in this section 5
constitute liquidated damages for termination of his employment during the
employment period and such liquidated damages shall be his only remedy with
respect to any claim, including, without limitation, breach of contact, he may
have under this Agreement and that prior to receiving any such payments under section 5
and as a material condition thereof, Executive shall sign and agree to be bound
by a general release of claims against the Employer related to Executive’s
employment (and termination of employment) with the Employer in substantially
the form as attached hereto as Exhibit A as may be modified by the
Employer in good faith to reflect changes in law or its employment
practices.  Notwithstanding any other
provision of this Agreement to the contrary, Executive acknowledges and agrees
that other than any claim for the liquidated damages contemplated hereunder, he
waives any rights to be awarded any other damages with respect to any claim he
may have under this Agreement, including, without limitation, compensatory or
punitive damages.


 


6.             Restrictive
Covenants.


 


(a)           Executive
acknowledges that:  (i) as a result
of Executive’s employment with the Employer, he will obtain 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


 


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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 section 6 are reasonable and necessary for the protection of the
business of the Employer; (v) the Employer would not have hired or
employed Executive unless he 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.


 


(b)           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 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 which is consistent with the terms
and conditions of paragraphs 15(f) and 15(g) of the Compact and, in
such event, Executive shall cooperate with the Employer in attempting to keep
such information confidential.


 


(c)           During
Executive’s employment with the Employer and for eighteen (18) months after his
termination of employment for any reason (the “Restricted Period”), 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 paragraph 6(c) shall not prevent
Executive from owning common stock in a publicly traded corporation which


 


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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.


 


(d)           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 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.


 


(e)           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 patrons or any
such persons or entities that were vendors or patrons of the Employer within
the one year period immediately prior to Executive’s termination of employment.


 


(f)            Executive
acknowledges and agrees during his employment and for all time thereafter that
he will not defame or publicly criticize the services, business, integrity,
veracity or personal or professional reputation of the Employer and its
officers, directors, employees, affiliates, or agents thereof in either a
professional or personal manner. 
Employer acknowledges and agrees that during Executive’s employment and
for all time thereafter, Employer will not defame or publicly criticize
Executive either in a professional or personal manner, except as may be
necessary to defend the Employer from comments made by or on behalf of
Executive.


 


(g)           If
Executive commits a breach, or threatens to commit a breach, of any of the
provisions of this paragraph 6 of the Agreement, the Employer shall have the
right and remedy to have the provisions specifically enforced by any court
having jurisdiction, it being acknowledged and agreed by Executive that the
services being rendered hereunder to the Employer are of a special, unique and
extraordinary character and that any such breach or threatened breach will
cause irreparable injury to the Employer and that money damages will not
provide an adequate remedy to the Employer. 
Such right and remedy shall be in addition to, and not in lieu of, any
other rights and remedies available to the Employer at law or in equity.  Accordingly, Executive consents to the
issuance of an injunction, whether preliminary or permanent, consistent with
the terms of this Agreement.


 


(h)           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


 


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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 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.


 


7.             Miscellaneous.


 


(a)           Executive
agrees that during the term of this Agreement unless earlier terminated, he will commit his full time and energies
to the duties imposed hereby; provided, that, with the prior
written approval of the Board, Executive may expend as much of his personal
time on his own ventures or investments, so long as: (i) such time is not
substantial and does not interfere with his ability to perform his duties as
interim President and Chief Executive Officer of the Employer, or Chief
Operating Office, as the case may be; (ii) such activities do not compete
or conflict with the business of the Employer or create a personal conflict of
interest to Executive and (iii) such venture or investment does not
transact any business with the Employer without prior disclosure to, and
approval by, the Board.


 


(b)           Executive
represents to the Employer that there are no restrictions or agreements to
which he is a party which would be violated by his execution of this Agreement
and his employment hereunder.


 


(c)           No
provisions of this Agreement may be amended, modified, or waived unless such
amendment or modification is agreed to in writing signed by Executive and by a
duly authorized officer of the Parent, and such waiver is set forth in writing
and signed by the party to be charged. 
No waiver by any party hereto at any time of any breach by the other
party hereto of any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this
Agreement.  The respective rights and
obligations of the parties hereunder of this Agreement shall survive Executive’s
termination of employment and the termination of this Agreement to the extent
necessary for the intended preservation of such rights and obligations.


 


(d)           The
validity, interpretation, construction and performance of this Agreement shall
be governed by the laws of the State of New York without regard to its
conflicts of law principles.


 


(e)           Except
as provided in paragraph 6(g) of this Agreement, 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.  The
parties agree that the only remedies available to


 


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Executive under this Agreement are those that are
set forth in paragraph 5 and the arbitrator shall have no authority to award
any other damages, including, without limitation, punitive and/or compensatory
damages.


 


(f)            For the
purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when delivered either personally or by United States certified
or registered mail, return receipt requested, postage prepaid, addressed as
follows:


 


If to Executive:


 


136 Division Street


West Creek, New Jersey  08092


Attn: John Pasqualoni


 


If to the Parent:


 


310 4th Street


P.O. Box 77


Niagara Falls, New York (Seneca Nation Territory) 14303


Attn: President and Chief Executive Officer of Seneca
Gaming Corporation


 


or to such other address as any party may have furnished
to the others in writing in accordance herewith, except that notices of change
of address shall be effective only upon receipt.


 


(g)           The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.


 


(h)           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 instrument.


 


(i)            Except
as otherwise provided herein, this Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto in respect of such
subject matter.  Except as otherwise
provided herein, any prior agreement of the parties hereto in respect of the
subject matter contained herein is hereby terminated and cancelled.


 


(j)            All
payments hereunder shall be subject to any required withholding of Federal,
state and local taxes pursuant to any applicable law or regulation.


 


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(k)           The section headings
in this Agreement are for convenience of reference only, and they form no part
of this Agreement and shall not affect its interpretation.


 


8.             Waiver
of Sovereign Immunity.


 


(a)           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 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 as provided in paragraph 7(e) of
this Agreement in the United States District Court for the Western District of
New York.


 


(b)           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


 


(c)           The
Parent’s waiver of immunity from suit is irrevocable and specifically limited
to the remedies provided in paragraph 5 of this Agreement regarding liquidated
damages.  Any monetary award related to
any such action shall be satisfied solely from the net income of the Parent.


 


(d)           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 paragraph 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 paragraph 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 paragraph 8 shall be strictly construed with a view toward
protecting the Nation’s assets from the reach of creditors and others.


 


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  EXECUTED,
  as of the date first written above.

  
	
   

  
	
   

  
	
  SENECA
  GAMING CORPORATION

  
	
   

  
	
   

  
	
  By 

  	
    /s/ Barry E.
  Snyder

  	
   

  
	
  Name:

  	
  Barry
  E. Snyder, Sr.

  
	
  Title:

  	
  Chairman
  of the Board of Directors

  
	
   

  
	
   

  
	
  EXECUTIVE

  
	
   

  
	
   

  
	
  By 

  	
   /s/ John Pasqualoni

  	
   

  
	
   

  	
   John Pasqualoni

  
				



 


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