Exhibit 10.1


 


FIRST AMENDMENT TO


AMENDED AND RESTATED HEAD LEASE
AGREEMENT BETWEEN


THE SENECA NATION OF INDIANS


AND


SENECA NIAGARA FALLS GAMING
CORPORATION


 


THIS FIRST
AMENDMENT TO AMENDED AND RESTATED HEAD LEASE AGREEMENT (this “Amendment”)
is made by and between THE SENECA NATION OF
INDIANS (the “Landlord”) and SENECA NIAGARA FALLS
GAMING CORPORATION (“Tenant”) as of the 1st day of October, 2008 (the
“Effective Date”).


 


WHEREAS, Landlord and Tenant are parties to that certain Amended
and Restated Head Lease Agreement, effective as of October 1, 2007 (the “Head
Lease Agreement”), pursuant to which Tenant leases from Landlord land and
certain improvements on Landlord’s Niagara Falls Territory for use as the site
for the Seneca Niagara Casino and Hotel; and


 


WHEREAS, the parties desire to amend the Head Lease Agreement
to modify the Annual Rent described therein, in accordance with the terms and
conditions hereof.


 


NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for such other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:


 


1.                                      The foregoing recitals are restated and incorporated
herein by reference and made a part hereof as though fully set forth herein.


 


2.                                      Section 1.03(a) of
the Head Lease Agreement is hereby deleted in its entirety and replaced with
the following:


 


(a)          Rent.  Commencing as of October 1, 2008, Tenant
shall pay directly to the Landlord, or Landlord’s representative if Tenant is
so notified, annual rent (“Annual Rent”) in the amount of Thirty-Six
Million Eighty-Six Thousand Five Hundred Dollars ($36,086,500.00), which will
be payable in equal monthly installments of Three Million Seven Thousand Two
Hundred and Eight Dollars and Thirty-Three Cents ($3,007,208.33) in advance on
the first day of each calendar month.  The Annual Rent may be increased in future
years, provided that no increase in Annual Rent hereunder may contravene, or
constitute a default under, any agreement, indenture, instrument or other
commitment legally binding upon Landlord and/or Tenant, or to which the
Premises are subject (“Commitments”). 
Any proposed increase to the prior year’s Annual Rent shall be jointly
reviewed by Landlord and Tenant for consistency with then-applicable
Commitments, with any such increase to be confirmed by the parties in writing
prior to its effectiveness.  The delay or
failure of either party in computing the Annual Rent increase or executing a
written statement of confirmation of such Annual Rent increase will not impair
the continuing obligation of Tenant to pay Annual Rent.  All amounts payable by Tenant pursuant to
this Lease Agreement, including, without limiting the foregoing, Annual Rent,
and any other sums, costs, expenses or deposits that Tenant in any of the
provisions of this Lease Agreement 


 


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assumes or agrees to pay and/or deposit, shall constitute “Rent” under
this Lease.  Rent may be prepaid by
Tenant on a monthly, quarterly or semiannual basis with the consent of
Landlord.


 


3.                                      Capitalized
terms not otherwise defined herein are defined in the Head Lease Agreement.  Except as amended by this Amendment, all
other terms and conditions of the Head Lease Agreement are hereby ratified and
confirmed in all respects.  This
Amendment may be executed in counterparts, each of which shall be deemed to be
an original, but both of which when taken together shall constitute one and the
same instrument.  This Agreement will
become effective when one or more counterparts have been signed by each party and
delivered to the other party.


 


 


[Signature Page Follows]


 


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IN WITNESS
WHEREOF, the parties hereto
have caused this Amendment to be executed and delivered as of the date first
written above.


 


 


	
   

  	
  SENECA NATION OF INDIANS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Barry E.
  Snyder, Sr.

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SENECA
  NIAGARA FALLS GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: E. Brian
  Hansberry

  
	
   

  	
  Title: President and
  CEO

  



 


 


[Signature Page to
First Amendment to Amended and Restated Head Lease Agreement]


 


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