**EXHIBIT4.5(c)**

 

AMENDMENT TO

SECOND AMENDED &RESTATED

DEVELOPMENT SERVICES AGREEMENT

 

THIS AMENDMENTTO SECOND AMENDED & RESTATED DEVELOPMENT SERVICES AGREEMENT is made asof the 19th day of October, 2004, by and among theStockbridge-Munsee Band of Mohican Indians of Wisconsin, a federally recognizedIndian tribe (hereafter referred to as the “Tribe”), the Stockbridge-MunseeTribal Gaming Authority, an instrumentality of the Tribe, (hereinafter referredto as the “Authority”), Trading Cove New York, LLC, a Delaware limitedliability company (hereinafter referred to as the “Developer”), KerznerInternational North America, Inc., (formerly Sun International NorthAmerica, 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 “DeveloperGuarantors.”

 

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

 

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

 

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

 

1.        Section 6.4(a) is amended byincreasing 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 bydeleting the last sentence thereof and inserting the following sentence:  “Developer agrees that a total of EightMillion ($8,000,000.00) Dollars of Developer’s Financial Assistance (inclusiveof the purchase price of the Property) will not be reimbursable to theDeveloper from the proceeds of financing or otherwise.”

 

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

 

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

 

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

 

IN WITNESSWHEREOF, the Tribe, the Authority, the Developer and the Developer Guarantors haveexecuted this Agreement on and as of the date first written above.

 

[SIGNATURE PAGE TO FOLLOW]

 

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|   | 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 |
|        |                            |  |  |  |  |  |

 

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|   | 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 |
|        |                             |  |  |  |

 

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