Exhibit 10.2


 


SECOND AMENDMENT TO


HEAD LEASE AGREEMENT BETWEEN


THE SENECA NATION OF INDIANS


AND


SENECA TERRITORY GAMING
CORPORATION


 


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


 


WHEREAS, Landlord and Tenant are parties to that certain Head
Lease Agreement dated February 28, 2007, and effective May 1, 2004
(the “Head Lease Agreement”), and amended as of October 1, 2007, pursuant
to which Tenant leases from Landlord land on Landlord’s Allegany Territory for
use as the site for the Seneca Allegany 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 2.01(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 Twenty-Four Million
Dollars ($24,000,000.00), which will be payable in equal monthly installments
of Two Million Dollars ($2,000,000.00) in advance on the first day of each
calendar month.  The Annual Rent may be increased
in subsequent 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 


 


1

















 


any of the provisions of this Lease Agreement 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]


 


2

















 


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
  TERRITORY GAMING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: E. Brian
  Hansberry

  
	
   

  	
  Title: President and
  CEO

  



 


 


[Signature Page to
Second Amendment to Head Lease Agreement]


 


3