EXHIBIT 10.1


 


TERM LOAN
TERMINATION AGREEMENT


 


THIS AGREEMENT (the “Agreement”),
made and entered into as of this 9th day of May 2005, by and
between Freemantle
Limited, a corporation organized in the Isle of Man (“Lender”), the Seneca
Nation of Indians, a federally recognized Indian Tribe and native American
sovereign nation (the “Nation”), and Seneca Niagara Falls Gaming
Corporation (the “Borrower”), a wholly-owned governmental instrumentality
of the Nation with its principal place of business in the Niagara Territory of
the Nation (collectively, the “Parties”).


 


W I T N E S
S E T H


 


WHEREAS, Borrower and Lender
have previously entered into a Term Loan Agreement dated November 22, 2002, as
amended by that certain Amendment No. 1 to Term Loan Agreement dated December
6, 2002 and that certain Amendment No. 2 to Term Loan Agreement dated April 22,
2004 (as so amended, the “Loan Agreement”), together with certain collateral
agreements related thereto listed on Schedule A hereto (the “Collateral
Agreements,” and together with the Loan Agreement, the “Loan Documents”),
whereby Lender has provided to Borrower sums in the aggregate amount of eighty
million dollars ($80,000,000) (the “Loan”) to finance the development of Seneca
Niagara Falls Casino (the “Casino”);


 


WHEREAS, each of the
representations and warranties made by the Borrower, the Nation or both in any
of the Loan Documents are true and correct, and no material default of any of
the provisions of the Loan Documents has occurred;


WHEREAS, Lender and Borrower
have come to a mutual agreement to terminate the Loan Agreement, and to permit
the Borrower to prepay the Loan pursuant to the terms set forth herein;


 


WHEREAS, prior to or
concurrently with its execution of this Agreement, the Nation and the Borrower
have adopted the resolutions set forth in Exhibit A hereto;


 


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


 





















 


ARTICLE I


 


                Conditions


 


1.             Capitalized
terms used but not defined herein shall have the meanings set forth in the Loan
Agreement.


2.             The
parties agree that the Loan Documents are in full force and effect and are
enforceable according to their terms, and, except as specifically modified by
this Agreement, the rights of the Lender as set forth therein have not been
released, waived, modified, altered or in any way diminished by agreement,
course of conduct or otherwise.  The Loan
Documents shall remain in full force and effect and, except as specifically
modified by this Agreement, (i) the Loan Documents shall not be modified,
waived, impaired, released, or otherwise altered by this Agreement and (ii)
this Agreement shall not operate to release or impair any security, right,
power, interest, or remedy of the Lender. 
In the event that the conditions set forth herein are not satisfied in
full and the closing of this Agreement does not occur as contemplated herein,
the Loan Documents shall remain in full force and effect, fully enforceable in
accordance with their original terms, and shall be unmodified by this
Agreement.


3.             Neither
termination of the Loan Agreement nor release of the Collateral Agreements
shall become effective unless and until each of the following conditions are
satisfied:


(a)   Borrower and the Nation shall have both
executed, delivered and fully performed their obligations under this Agreement;


(b)   The resolutions set forth in Exhibit A shall remain
in full force and effect through the closing of this Agreement as set forth
herein; and the press release set forth in Exhibit B hereto shall have been
issued by the Nation and the Borrower to the customary press contacts utilized
by the Nation and the Borrower; and


(c)   All sums due and payable by Borrower to Lender
pursuant to this Agreement shall have been paid in full in immediately
available funds.


ARTICLE II


 


                Prepayment


Lender
and Borrower agree that Borrower shall prepay the Loan on the Closing Date in
accordance with the terms contained in this Agreement.


 


1.             The amount to be prepaid (the “Prepayment
Amount”) shall be an amount equal to (i) the outstanding Loan principal of $80
million; plus (ii) the aggregate
amount of interest on such principal at the Interest Rate (as defined below)
that would otherwise be payable,


 


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if the Loan were not being
prepaid, in respect of the Prepayment Period, as defined in paragraph 3 of this
Article II.


 


2.             The “Interest Rate” shall be equal
to (1) one-month LIBOR
(as determined in accordance with the definition set forth in the Loan
Agreement) as in effect three London banking days prior
to the Closing Date (which interest determination date the parties anticipate
will be May 18, 2005, plus (2)
twenty-nine (29 %) per cent per annum, and shall be calculated in accordance
with the Loan Agreement.


 


3.             The “Prepayment Period” shall equal
(a) the period extending from the Closing Date (i.e., the date of prepayment)
until the Maturity Date, minus
(b) 8.5 months (calculated from the Maturity Date).


 


4.             The “Closing Date” shall be May 23,
2005.


 


5.             On the Closing Date, the Borrower
shall, (i) pay the Prepayment Amount by wire transfer of immediately available
funds in U.S. dollars to an account designated by the Lender, (ii) pay any of
Lender’s expenses then due, (iii) enter into a Marketing Side Letter Agreement
with Whiteswan Limited, an Isle of Man company, addressing the matters
described in Exhibit D and (iv) furnish the legal opinions described in
paragraph 5 of Article V hereof (collectively, the “Closing Deliveries”).  Upon receipt thereof, Lender shall execute
one or more instruments, in form reasonably satisfactory to the parties,
terminating the Loan Documents, releasing all collateral for the Loan,
including amounts on deposit in the Sinking Fund, and shall instruct First
American Title Insurance Company to release to Borrower all funds and documents
currently held by it in escrow, net of such escrow agent’s fees and expenses.  At its option, the Borrower may
elect to apply amounts on deposit in the Sinking Fund toward payment of the
Prepayment Amount on the Closing Date.


 


6.             The Borrower shall deliver the Closing Deliveries, and
otherwise satisfy the conditions set forth in this Agreement, provided,
however, that the obligation to pay the Prepayment Amount shall be an
obligation solely of the Borrower and shall not be a recourse obligation of the
Nation, its assets and revenues.


7.             Prior
to and including the Closing Date, the Borrower shall continue to make all
interest payments and sinking fund deposits due and payable at the times and
otherwise in accordance with the terms of the Loan Agreement.  All interest that is accrued and unpaid as of
the Closing Date shall be paid on the Closing Date, and shall be calculated in
accordance with the terms of the Loan Agreement.


 


8.             Unless
otherwise advised by the Lender by notice to the Borrower, all payments due to
Lender shall be made to the following account by wire transfer:


 


JP Morgan Chase Bank, New
York Office


For account of:


 


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Westpac Banking
Corporation, Singapore


77 Robinson Road


#19-00, SIA Building


Singapore 068896


Account No. 001-1-910213
CHIPS UID 142544


Swift Code: CHASUS 33


 


For subsequent credit to


Freemantle Limited


Account No. 306845


(Attention: Mr. Mervin
Ho/Ms. Jaslyn Lim)


 


ARTICLE III


 


                Indemnification


Borrower and the Nation, subject to the proviso at the
end of this paragraph, hereby jointly and severally indemnify and hold harmless
Lender and its Affiliates, directors, officers, agents, attorneys
and employees (collectively the “Indemnitees”) from and against all losses, damages, costs and
expenses (including reasonable attorneys’ fees and disbursements) which may be
incurred by Lender in connection with the Loan, the Loan Documents or this
Agreement and the transactions contemplated therein or herein, including (a) any and all
claims, demands, actions or causes of action that are asserted against any
Indemnitee by any third party, if the claim, demand, action or cause of action
directly or indirectly relates to a claim, demand, action or cause of action
that such Person asserts or may assert against Borrower (or, to the extent
related to the Loan, the Loan Documents or this Agreement or the transactions
contemplated hereby or thereby, any Affiliate of Borrower or any officer of
Borrower); (b) any and all claims, demands, actions or causes of action by a
third party if the claim, demand, action or cause of action arises out of or
relates to the Loan, the Loan Documents or this Agreement or the relationship
of Borrower and/or the Nation and the Lender under the Loan Documents or this
Agreement or any transaction contemplated herein or therein, including any
action by any party seeking to interfere with the purposes of this Agreement,
whether arising before or after the Closing Date; (c) any administrative or
investigative proceeding by any Governmental Agency arising out of or related
to a claim, demand, action or cause of action described in clauses (a) or (b)
above; and (d) any and all liabilities, losses, costs or expenses (including
reasonable attorneys’ fees and disbursements and other professional services)
that any Indemnitee suffers or incurs as a result of the assertion of any
foregoing claim, demand, action or cause of action; provided that no Indemnitee
shall be entitled to indemnification for any loss caused by its own gross
negligence or willful misconduct.  If any
claim, demand, action or cause of action is asserted against any Indemnitee,
such Indemnitee shall promptly notify Borrower, but the failure to so promptly
notify shall not affect Borrower’s obligations under this Section unless
Borrower is materially prejudiced thereby (and then only to the extent
prejudiced).  Each Indemnitee may


 


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contest the validity,
applicability and amount of such claim, demand, action or cause of action with
counsel selected by such Indemnitee. 
Each Indemnitee is authorized to employ counsel in enforcing its rights
hereunder and in defending any claim, demand, action or cause of action covered
by this Section; provided that each Indemnitee shall endeavor in connection
with any matter covered by this Section which also involves other Indemnitees,
to use reasonable efforts to avoid unnecessary duplication of effort by counsel
for all Indemnitees.  Any obligation or
liability of Borrower to any Indemnitee under this Section shall survive the
expiration or termination of this Agreement, the prepayment of the Loan
contemplated hereby and the payment and performance of all other obligations
under the Loan Documents owed to the Lender. Notwithstanding the foregoing, the
indemnification obligations of the Nation under this paragraph shall only apply
if Borrower is no longer owner and operator of the Casino.


 


ARTICLE IV


 


                Waivers, Consents and Jurisdiction 


Lender shall not by any
act, delay, omission or otherwise be deemed to have waived any of its rights or
remedies hereunder, and no waiver shall be valid unless in writing, signed by
Lender, and then only to the extent therein set forth.  A waiver by Lender of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy that Lender would otherwise have had on any future occasion.  Neither failure to exercise nor any delay in
exercising on the part of Lender, any right, power or privilege hereunder shall
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.


1.             Waiver by Borrower of Immunity and Consent to Suit.  In accordance with the resolution of the
Borrower dated May __, 2005, a copy of which is attached in Exhibit A hereto,
the Borrower hereby, and solely in favor of Lender, irrevocably waives its sovereign
immunity (and any defense based thereon) from any suit, action or proceeding or
from any legal process (whether through service of notice, attachment prior to
the judgment, attachment in aid of execution, execution, exercise of contempt
powers or otherwise) in any forum with respect to this Agreement and any of the
agreements or transactions contemplated hereby or thereby, and Lender with
respect thereto shall have all available legal and equitable remedies,
including, without limitation, the right of Lender to specific performance,
money damages and/or injunctive and declaratory relief, and Borrower, and
solely in favor of Lender, expressly consents to the exercise of jurisdiction
over such action and over Borrower, and to the extent permitted by Federal law,
the exercise of in rem jurisdiction over the available assets and income, of
Borrower, by the courts of the State of New York and the courts of any other
state or of the United States which may have jurisdiction over the subject
matter.  Furthermore, Borrower, and solely in
favor of Lender, waives any requirement of exhaustion of tribal remedies, and
agrees that Borrower 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,


 


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Borrower 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, giving effect to any judgment entered.


2.             Waiver by Nation of Immunity and Consent to Suit.  In accordance with the resolution of the
Nation dated April __, 2005, a copy of which is attached in Exhibit A hereto,
the Nation hereby, and solely in favor of Lender, irrevocably waives its sovereign
immunity (and any defense based thereon) from any suit, action or proceeding or
from any legal process (whether through service of notice, attachment prior to
the judgment, attachment in aid of execution, exercise of contempt powers or
otherwise) in any forum with respect to this Agreement and any of the
agreements or transactions contemplated hereby or thereby, and Lender with
respect thereto shall have all available legal and equitable remedies,
including, without limitation, the right of Lender to specific performance
and/or injunctive and declaratory relief, and the Nation, and solely in favor
of Lender, expressly consents to the exercise of jurisdiction over such action
and over the Borrower and the Nation, and to the extent permitted by Federal
law, the exercise of in rem jurisdiction over the available assets and income,
of the Borrower, by the courts of the State of New York and the courts of any
other state or of the United States which may have jurisdiction over the
subject matter.  Furthermore, the Nation, and solely in
favor of Lender, waives any requirement of exhaustion of tribal remedies, and
agrees that the Nation 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 Nation 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,
giving effect to any judgment entered.


3.             Personal Jurisdiction and Service of Process. 
Borrower, the Nation and Lender hereby irrevocably consent to personal
jurisdiction and venue in any court of the State of New York or any federal court
sitting in the State of New York, and hereby waive any claim either may have
that such court is an inconvenient forum for the purposes of any suit, action
or other proceeding arising out of this Agreement, the other Loan Documents or
any of the agreements or transactions contemplated hereby or thereby, which is
brought by the Lender against the Borrower and/or the Nation, or by the
Borrower and/or the Nation against the Lender, as the case may be, and hereby
agree that all claims in respect of any such suit, action or proceeding may be
heard or determined in any such court; and each of Borrower, the Nation and the
Lender further consent to the service of process of any of the aforementioned
courts in any such suit, action or proceeding by the mailing of copies thereof
by registered or certified mail, postage prepaid, to the Borrower, the Nation
or the Lender at its address (including the addresses of their respective
attorneys) set forth herein for the giving of notices, such service to become
effective ten (10) business days after such mailing.


4.             Jurisdiction and Governing Law. 
Except as otherwise provided by applicable federal law, this Agreement
shall be governed by the law of the State of New York (including without
limitation the UCC).  The courts of the
State of New York and (to the extent jurisdiction over the subject matter is
vested in them by the laws of the United States) any federal


 


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court sitting in the State of New York, may exercise
jurisdiction over any action, suit or proceeding arising with respect to
enforcement, construction, termination or modification of this Agreement.  Borrower and the Nation are expressly and
irrevocably prohibited from asserting that any of the Nation’s tribal courts
(whether now or hereafter existing) or other forums (whether now or hereafter
existing) of the Nation should exercise jurisdiction over any suit, action or
proceeding, and Borrower and the Nation hereby waive any claim or right to
assert such jurisdiction and any requirement that tribal remedies be exhausted
is hereby waived.


5.             Waiver of Trial by Jury. 
EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS
AGREMENT OR ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTY HERETO OR ANY OF THEM WITH RESPECT TO
THIS AGREEMENT OR ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN
EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT
ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE
CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY
JURY.


6.             Effect of Waivers and Consents. 
THE WAIVERS AND CONSENTS DESCRIBED IN THIS ARTICLE IV SHALL INURE TO THE
BENEFIT OF THE LENDER AND EACH OTHER PERSON WHO IS ENTITLED TO THE BENEFITS OF
THIS AGREEMENT AND THE LOAN DOCUMENTS (INCLUDING WITHOUT LIMITATION THE
INDEMNITEES).  THE LENDER AND THE
INDEMNITEES SHALL HAVE AND BE ENTITLED TO ALL AVAILABLE LEGAL AND EQUITABLE
REMEDIES, INCLUDING THE RIGHT TO SPECIFIC PERFORMANCE, MONEY DAMAGES AND
INJUNCTIVE OR DECLARATORY RELIEF.  THE
WAIVERS OF SOVEREIGN IMMUNITY AND CONSENTS TO JURISDICTION CONTAINED IN THIS
ARTICLE IV ARE IRREVOCABLE AND ARE SOLELY IN FAVOR OF AND WITH RESPECT TO
SUITS, ACTIONS, PROCEEDINGS OR PROCESSES BROUGHT BY LENDER.


 


ARTICLE
V


                Miscellaneous


1.             Costs.  All
costs, expenses and fees incurred by Lender in the preparation, execution,
delivery and implementation of this Agreement shall be paid by the Borrower to
the


 


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Lender upon the Closing Date, including without
limitation, fees due to Cleary Gottlieb Steen and Hamilton LLP and Monteau
& Peebles LLP.


2.             Relationship between the Parties.  Nothing contained herein is intended to
modify the relationship of Lender and Borrower as creditor and debtor.  Borrower and the Nation acknowledge that the
Borrower and Lender are not partners or joint venturers, nor has Lender
provided financial or other advice to the Borrower or the Nation with respect
to this Agreement or the Loan Documents. 
Each of Borrower and the Nation have acted independently and have sought
their own legal, financial and other counsel with respect to the transactions
reflected in the Loan Documents and this Agreement.


3.             Scope of Authority:  The Chairman of the Board of Directors of the
Borrower and the President of the Nation are each authorized to execute this
Agreement pursuant to the resolutions attached in Exhibit A.  The Chairman of the Board of Directors of the
Borrower and the President of the Nation each exercise his authority in this
instance because each of them believes that the Agreement is in the best
interests of Borrower and the Nation, respectively.


4.             Regulatory
Matters.  The Borrower on the Closing
Date shall by written correspondence to the Bureau of Indian Affairs (“BIA”)
request that the BIA cease any pending review of the Loan Documents.


 


5.             Tribal
Legal Matters.           Counsel to
the Nation and the Borrower shall furnish opinions of counsel to the Lender
addressing the matters set forth in Exhibit C, in form and substance
satisfactory to Lender and its counsel.


 


6.             Public Statements.  At such time as the parties may agree, but no
later than the date such disclosure would be required to be made by the Seneca
Gaming Corporation as a public reporting company, the Nation and the Borrower
shall issue a press release in the form attached in Exhibit B hereto.


7.             Amendments. 
The terms of this Agreement shall not be altered, modified, amended or
supplemented in any manner whatsoever except by written instrument signed by the
party against which such alteration, modification, amendment or supplement is
sought.


8.             Joint Drafting. 
The parties acknowledge and agree that this Agreement was jointly
drafted by the Lender on one side and by the Borrower and the Nation 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.


9.             Counterparts. 
This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original
for all purposes, but all such counterparts shall together constitute but one
and the same instrument.


 


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10.           Severability. 
If any term or provision hereof or the application thereof to any
circumstance shall, in any jurisdiction and to any extent, be invalid or
unenforceable, such term or such provision shall be ineffective as to such
jurisdiction to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable any remaining terms and provisions
hereof or the application of such term or provision to circumstances other than
those as to which it is held invalid or unenforceable.  To the extent permitted by applicable law,
the parties hereto hereby waive any provision of law that renders any term or
provision hereof invalid or unenforceable in any respect.


11.           Nation undertakings.  The Nation understands the Borrower’s
obligations under this Agreement and has granted the Borrower with the power
and authority to so enter into this Agreement, including the terms and
conditions of same, including without limitation, the waiver of sovereign
immunity, consent to jurisdiction, waiver of certain defenses and consent to
security and leasehold encumbrances.  The
Nation hereby agrees to the Borrower’s undertakings and obligations set forth
herein.  The Nation shall take such
actions as are necessary to cause the Borrower to fulfill its undertakings and
obligations as set forth herein.


                12.           Limited recourse.  Lender’s recourse for money damages under
this Agreement shall be against Borrower only. 
Except as set forth in the foregoing indemnity provision (and then only if Borrower is
no longer owner and operator of the Casino), under no other circumstances whatsoever shall the
Nation be liable for any money damages of any kind.  Lender’s sole recourse against the Nation
under this Agreement shall be for injunctive relief and/or specific
performance.


13.           Notices.  Any notice required or permitted to be given
under this Agreement, to be effective, shall be in writing (including by
facsimile), and shall be deemed to have been duly given or made (a) when
delivered by hand or by internationally recognized overnight carrier, or (b) in
the case of notice by fax, when sent and electronically confirmed, addressed as
set forth below, with a copy of such notice sent by any other means provided in
clause (a) above.


(a)   If to Lender, at:


Freemantle Limited


C/o Kien Huat Realty Sdn. Bhd.


22nd Floor- Wisma Genting


Jalan Sultan Ismail


Kuala Lumpur, Malaysia 50250


Facsimile No. (011 60 3) 2162 4951


Attention:  E.S. Teo


with a copy to:


 


Cleary, Gottlieb, Steen & Hamilton, LLP


 


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One Liberty Plaza


New York, New York 10006


Facsimile No. (212) 225 3999


Attention:  Steven G. Horowitz,
Esq.


(b)   If to Borrower, at:


Seneca Niagara Falls Gaming Corporation


P.O. Box 777


Niagara Falls, NY 
14303-0777


Facsimile No. (716) 299 1200


Attention:  Barry W. Brandon,
Esq.


with a copy to:


 


Akin Gump Strauss Hauer & Feld, LLP


Robert S. Strauss Building


1333 New Hampshire Avenue, N.W.


Suite 400


Washington, D.C. 20036-1564


Facsimile No. (202) 887 4288

Attention:  Donald R. Pongrace


 


(c)   If to the Nation, at:


Seneca Nation of Indians


William Seneca
Administration Building,


1490 Route 438,


Cattaraugus Reservation,


Irving, New York 14081


Facsimile No. (716) 532 6272


Attention: 
Barry Snyder, Sr., President


with a copy to:


Akin, Gump, Strauss, Hauer
& Feld, L.L.P.


Robert S. Strauss Building


1333 New Hampshire Avenue,
N.W.


Suite 400


Washington, D.C. 20036-1564


Facsimile No. (202) 887 4288


Attention:  Donald R. Pongrace


 


(d)   If to any of the foregoing parties, at such
other address as such party shall from time to time designate in writing to the
other parties hereto.


 


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In the event any notice shall be given by facsimile,
the party giving such notice shall confirm such notice by a writing delivered
by hand or international courier (specifying the fastest delivery method
available); provided, however, that for all purposes hereunder notice shall be
deemed effective at the time given by facsimile.


 


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This Agreement shall be
binding upon, and shall accrue to the benefit of, the Parties’ respective
heirs, successors and assigns.


EXECUTED as of the date first written above.


	
   

  	
   

  	
   

  
	
   

  	
  SENECA NIAGARA FALLS GAMING CORPORATION:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   /s/ Barry E. Snyder, Sr.

  	
   

  
	
   

  	
  By: Barry E. Snyder, Sr.

  	
   

  
	
   

  	
  Its: Chairman of the Board of
  Directors

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE SENECA NATION OF INDIANS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   /s/ Barry E. Snyder, Sr.

  	
   

  
	
   

  	
  By: Barry E. Snyder, Sr.

  	
   

  
	
   

  	
  Its: President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FREEMANTLE LIMITED:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ E. S. Teo

  	
   

  
	
   

  	
  By: Eng Siong Teo

  	
   

  



 


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SCHEDULE “A”


LOAN
DOCUMENTS


1.                                      Interim Term Loan
Agreement, dated
as of October 23, 2002, by and between Freemantle, as Lender, and SNFGC, as
borrower.


2.                                      Term Loan Agreement, dated as of November 22, 2002, by and between
Freemantle, as lender, and SNFGC, as borrower.


3.                                      Amendment No. 1 to Term
Loan Agreement,
dated as of December 6, 2002, by and between Freemantle, as lender, and SNFGC,
as borrower.


4.                                      Amendment No. 2 to Term
Loan Agreement,
dated as of April 22, 2004, by and between Freemantle, as lender, and SNFGC, as
borrower.


5.                                      Nation Agreement, dated as of November 22, 2002, by and
between Freemantle and the Nation.


6.                                      Amendment No. 1 to
Nation Agreement,
dated as of April 22, 2004, by and between Freemantle and the Nation.


7.                                       Amended
and Restated Promissory Note, dated as of November 22, 2002, by
SNFGC for the benefit of Freemantle.


8.                                      Security Agreement and
General Assignment,
dated as of October 23, 2002, by and between Freemantle and SNFGC.


9.                                      First Amendment to
Security Agreement and General Assignment, dated as of November 22, 2002, by and between
Freemantle and SNFGC.


10.                               Affidavit, notarized on November 19, 2002,
pursuant to Section 22 of the Lien Law of the State of New York.


11.                               Cash Collateral Account
Agreement, dated
as of December 6, 2002, by and among Freemantle, SNFGC and Fleet National Bank.


12.                               Sinking Fund Account
Agreement, dated
as of December 11, 2003, by and among HSBC Bank USA, SNFGC and Freemantle.


13.                               Amendment No. 1 to
Sinking Fund Account Agreement, dated as of January 30, 2004, by and among HSBC,
SNFGC and Freemantle.


14.                               Building Loan Agreement, dated as of November 22, 2002, by and
between Freemantle and SNFGC.


 


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15.                               Junket Letter Agreement, dated as of November 22, 2002, by and
between Whiteswan Limited and the Borrower.


16.                               Amendment No. 1 to
Junket Letter Agreement, dated as of November 26, 2003, by and between Whiteswan Limited and
the Borrower.


MORTGAGES AND RELATED DOCUMENTS THAT HAVE BEEN RELEASED


1.                                      Building Loan Leasehold
Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing
(Construction Costs),
dated as of November 22, 2002, by SNFGC for the benefit of Freemantle.


2.                                      Amendment No. 1 to
Building Loan Leasehold Mortgage, Assignment of Rents and Leases, Security
Agreement and Fixture Filing (Construction Costs), dated as of April 22, 2004, by SNFGC
for the benefit of Freemantle.


3.                                      Leasehold Mortgage,
Assignment of Rents and Leases, Security Agreement and Fixture Filing (Indirect
Costs), dated as
of November 22, 2002, by SNFGC for the benefit of Freemantle.


4.                                      Mortgage Spreader
Amendment to Leasehold Mortgage, Assignment of Rents and Leases, Security
Agreement and Fixture Filing (Indirect Costs), dated as of February 7, 2003, by SNFGC for the
benefit of Freemantle.


5.                                      Amendment No. 1 to
Leasehold Mortgage, Assignment of Rents and Leases, Security Agreement and
Fixture Filing (Indirect Costs), dated as of April 22, 2004, by SNFGC for the benefit
of Freemantle.


6.                                      Non-Disturbance and
Attornment Agreement (Head Lease), dated as of November 19, 2002 and effective as of
November 22, 2002, by and among Freemantle, as lender, SNFGC, as tenant, and
the Nation, as landlord (the “Head Lease NDA”).


7.                                       Non-Disturbance and
Attornment Agreement (Sub-Sublease), dated as of November 19, 2002 and effective as of
November 22, 2002, by and among Freemantle, as lender, SNFGC, as tenant, and
ESD, as landlord (the “Sub-Sublease NDA” and, together with the Head
Lease NDA, the “NDAs”).


 


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