8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 18, 2010

SENECA GAMING CORPORATION

(Exact name of registrant as specified in its charter)

Not Applicable	333-117633	54-2122988
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

310 Fourth Street

Niagara Falls, NY (Seneca Nation Territory) 14303

(Address of principal executive

offices, with zip code)

(716) 299-1100
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.              Entry into a Material Definitive Agreement

Supplemental Indenture

On November 18, 2010, Seneca Gaming Corporation (the “Company”) entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the indenture (the “2012 Notes Indenture”) governing its 7¼% Senior Notes due 2012 (the “2012 Notes”) following receipt of the requisite consents of the holders of the 2012 Notes in the Company’s cash tender offer for any and all of the 2012 Notes. The Third Supplemental Indenture eliminates substantially all of the restrictive covenants contained in the 2012 Notes Indenture and the 2012 Notes, eliminates certain events of default, modifies covenants regarding mergers and consolidations, and modifies or eliminates certain other provisions contained in the 2012 Notes Indenture and the 2012 Notes. The Third Supplemental Indenture became operative upon the acceptance by the Company of a majority of the outstanding 2012 Notes validly tendered by holders (and not validly withdrawn) prior to the Consent Payment Deadline (as defined below).

A copy of the Third Supplemental Indenture is filed as Exhibit 4.1 hereto and is incorporated herein by reference. The description of the Third Supplemental Indenture contained herein is qualified in its entirety by the full text of such exhibit.

Indenture

On November 18, 2010, the Company entered into an indenture (the “Indenture”) in connection with the Company’s offering of $325 million aggregate principal amount of its 8.25% Senior Notes due 2018 (the “2018 Notes”) with Wells Fargo Bank, National Association, as trustee (the “Trustee”) and Seneca Niagara Falls Gaming Corporation (“SNFGC”), Seneca Territory Gaming Corporation (“STGC”), Seneca Erie Gaming Corporation (“SEGC”) and Lewiston Golf Course Corporation (“LGCC,” and together with SNFGC, STGC and SEGC, the “Guarantors”).

The 2018 Notes will bear interest at 8.25% per annum, payable semiannually in arrears on June 1 and December 1, commencing on June 1, 2011, and will mature on December 1, 2018.  The 2018 Notes are jointly and severally guaranteed on a senior unsecured basis by the Guarantors. The 2018 Notes are general senior obligations of the Company and rank equally in right of payment to the Company’s existing and future senior unsecured debt and senior in right of payment to the Company’s future debt that is expressly subordinated in right of payment to the 2018 Notes.  Each guarantee is unsecured and will rank equally with the Guarantor’s other senior indebtedness and senior to any subordinated indebtedness of the Guarantors. The 2018 Notes are effectively subordinated to the Company’s and Guarantor’s present and future secured indebtedness, including indebtedness under the Credit Agreement (as defined below), to the extent of the value of the collateral securing such indebtedness.

At any time prior to December 1, 2013, the Company may redeem up to 35% of the original aggregate principal amount of the 2018 Notes at a redemption price of 108.25% of the principal amount thereof, plus accrued and unpaid interest , if any, to the redemption date with the net cash proceeds of a distribution to the Company from a reserve account established in accordance with the terms of the Nation Agreement, dated as of November 18, 2010 (the “Nation Agreement”), among the Seneca Nation of Indians (the “Nation”), the Company, the

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representative of the initial purchasers of the 2018 Notes, the administrative agent under the Credit Agreement and the Trustee.

On or after December 1, 2014, the Company may on any one or more occasions redeem all or a part of the 2018 Notes at the price set forth below, plus accrued and unpaid interest, if any, if redeemed during a 12-month period beginning on December 1 of the years indicated below:

Year	Percentage
2014	104.125	%
2015	102.063	%
2016 and thereafter	100.000	%

Repurchase Offer upon a Change of Control

Upon the occurrence of a Change in Control (as defined in the Indenture), each holder of 2018 Notes may require the Company to repurchase all or a portion of the 2018 Notes in cash at a price equal to 101% of the principal amount of 2018 Notes to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of purchase. However, the Company’s obligations under the Credit Agreement limit its ability to repurchase the 2018 Notes prior to their maturity.

Other Covenants

The Indenture contains covenants that limit, among other things, the Company’s and certain of the Company’s subsidiaries’ ability to (1) incur additional indebtedness, (2) make distributions and certain other payments to the Nation, (3) make investments, (4) create liens, (5) incur dividend or other payments restrictions affecting the Company’s subsidiaries, (6) enter into certain transactions with affiliates, and (7) sell certain assets or merge with or into another person. The Indenture provides for events of default (subject in certain cases to grace periods,  cure periods and other exceptions), which include nonpayment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments, certain events of bankruptcy and insolvency, a cessation of any material portion or aspect of gaming operations for a specified period at specified venues, any event that results in the inability to conduct Class III gaming at any of the specified venues for a specified period, failure of the lands on which specified venues are located to remain “Indian Lands” as they exist on the date of issuance of the 2018 Notes, and failure by the Nation to comply with any provision of the Nation Agreement for a specified period of time after notice.  Generally, if an event of default occurs, the trustee under the Indenture or holders of at least 25% in principal amount of the then outstanding 2018 Notes may declare all the 2018 Notes to be due and payable immediately.

The offering and sale of the 2018 Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered,

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may not be reoffered or resold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

Credit Agreement

Concurrently with the issuance of the 2018 Notes, the Company entered into a Credit Agreement, dated November 18, 2010 (the “Credit Agreement”), among the Company; Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer; Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Joint Lead Arranger and Joint Book Manager; KeyBank National Association, as Joint Lead Arranger, Joint Book Manager and Syndication Agent; Commerzbank AG, New York and Grand Cayman Branches, as Joint Lead Arranger, Joint Book Manager and Documentation Agent; and RBS Citizens, N.A., as Documentation Agent, and the other lenders party thereto.

The Credit Agreement provides a term loan facility of $175 million and a revolving loan facility of $50 million. Upon request and subject to available commitments, the credit facility may be increased to $275 million, subject to satisfaction of certain conditions. The credit facilities have a five year term. The term loan facility was fully drawn on the issuance date of the 2018 Notes to pay the purchase price of the 2012 Notes validly tendered by holders pursuant to the tender offer and accepted by the Company, and amounts under this facility may not be reborrowed upon payment. The Company is required to make quarterly payments on the term loan facility sufficient to amortize 20% of the term loan facility each year, which amortization will be increased if the facility is increased.

Under the revolving credit facility, $50 million is available for standby letters of credit, and $15 million is available for same day, or swingline, loans, in each case subject to certain conditions. The amount available for standby letters of credit has been reduced by $17.4 million of letters of credit transferred from the Company’s existing loan agreement with KeyBank National Association, which loan agreement has been terminated as described below. The administrative agent or the letter of credit issuer may require, in certain circumstances, that the Company cash collateralize its obligations with respect to letters of credit issued under this facility and grant a security interest in such cash, deposit accounts and balances therein.

Borrowings under the revolving credit may be made in an aggregate amount not to exceed at any time outstanding the amount of each lender’s revolving credit commitment, subject to certain exceptions with respect to swing line loans. Amounts borrowed under the Credit Agreement bear interest at the Euro dollar rate as defined in the Credit Agreement, plus a margin which ranges between 2.75% and 1.25% based on a leverage grid, or the base rate, as defined in the Credit Agreement, plus a margin which ranges between 1.75% and 0.25% based on the same leverage grid.

The Credit Agreement provides that the Company will pay certain letter of credit fees, fronting fees, commitment fees, and other fees as provided in the fee letters with the respective parties.

The Company’s obligations under the Credit Agreement are secured by substantially all of the Company’s gaming and related assets (including substantially all gaming revenues) not

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constituting real property or improvements. The Company’s obligations will be guaranteed by SNFGC, STGC, SEGC and LGCC. The obligations of SNFGC, STGC, SEGC and LGCC under the guarantees are secured by substantially all of each guarantor’s assets (including substantially all gaming revenues) not constituting real property or improvements.

The Credit Agreement also includes certain financial covenants requiring the Company to maintain a total leverage ratio (of total funded debt to consolidated EBITDA) of not more than 3.75 to 1.0 for the first three fiscal quarters following effectiveness of the Credit Agreement and decreasing on a step basis to 2.5 to 1.0 for the fiscal quarters ending after December 31, 2014 and a fixed charge coverage ratio of 1.05 to 1.0.

In addition, the Credit Agreement contains certain covenants customary for similar facilities, including negative and affirmative covenants including covenants that restrict the Company’s ability and the ability of its restricted subsidiaries to, among other things:

·create, incur, assume, or suffer to exist additional indebtedness or liens;

·make investments or loans or acquire any person or entity;

·enter into transactions with affiliates;

·enter into certain restrictive agreements;

·engage in mergers, acquisitions, consolidations and asset sales;

·repay, redeem, purchase or otherwise satisfy specified types of indebtedness, including the 2018 Notes;

·modify the terms of other indebtedness, including the 2018 Notes; and

·declare, pay or make certain distributions or dividends.

The Credit Agreement also contains events of default as are usual and customary for comparable facilities.

Item 1.02.              Termination of a Material Definitive Agreement

In connection with its entry into the Credit Agreement described above, on November 18, 2010 the Company terminated the loan agreement between it and KeyBank National Association (“KeyBank”), dated as of June 19, 2008, as amended (the “Loan Agreement), and other related documents.  Except for the letters of credit described under the heading “Credit Agreement” in Item 1.01 above, there were no amounts outstanding under the Loan Agreement.

KeyBank is a lender under the Credit Agreement and provides commercial banking services to the Company and may in the future provide, investment banking, underwriting, lending, commercial banking and other advisory services to the Company or its subsidiaries.

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KeyBank has received, and may in the future receive, customary compensation from the Company or its subsidiaries for such services.

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 is incorporated by reference.

Item 8.01.Other Events.

On  November 18, 2010, the Company announced that it had closed a private placement of the 2018 Notes.  A copy of the press release announcing the closing of the private placement of the 2018 Notes is attached hereto as Exhibit 99.1 and is incorporated by reference.

In addition, on November 19, 2010, the Company announced that it accepted for purchase and payment (the “Initial Settlement”) $488,469,000 principal amount of its 2012 Notes that were validly tendered (and not validly withdrawn) prior to 5:00 p.m., New York City time, on November 17, 2010 (the “Consent Payment Deadline”) pursuant to its previously announced tender offer and consent solicitation and paid the purchase price of the 2012 Notes tendered pursuant to the Initial Settlement. The tender offer will expire at 8:00 a.m., New York City time, on December 3, 2010 (the “Expiration Date”), unless extended by the Company. The Company intends to redeem any 2012 Notes not tendered by the Expiration Date. A copy of the press release announcing the Initial Settlement of the 2012 Notes is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.

Description

4.1

Third Supplemental Indenture, dated as of November 18, 2010, among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to the Indenture, dated as of May 5, 2004, as supplemented by a Supplemental Indenture, dated as of May 23, 2005 and a Second Supplemental Indenture, dated December 28, 2007, among the Company, the guarantors named therein and the trustee.

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99.1	Press Release, dated November 18, 2010, announcing the completion of the offering of an aggregate principal amount of $325 million of the Company’s 8.25% Senior Notes due 2018.
99.2	Press Release, dated November 19, 2010, announcing the acceptance of the Company’s 7¼% Senior Notes due 2012 in the Company’s tender offer and consent solicitation.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SENECA GAMING CORPORATION
Date: November 19, 2010	By:	/s/ Lee Shannon
		Lee Shannon
		Senior Vice President and General Counsel

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Exhibit Index

Exhibit No.	Description
4.1	Third Supplemental Indenture, dated as of November 18, 2010, among the Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, to the Indenture, dated as of May 5, 2004, as supplemented by a Supplemental Indenture, dated as of May 23, 2005 and a Second Supplemental Indenture, dated December 28, 2007, among the Company, the guarantors named therein and the trustee.
99.1	Press Release, dated November 18, 2010, announcing the completion of the offering of an aggregate principal amount of $325 million of the Company’s 8.25% Senior Notes due 2018.
99.2	Press Release, dated November 19, 2010, announcing the acceptance of the Company’s 7¼% Senior Notes due 2012 in the Company’s tender offer and consent solicitation.

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EX-4.1

EXHIBIT 4.1

Execution Version

SENECA GAMING CORPORATION,

THE GUARANTORS, parties hereto

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

THIRD SUPPLEMENTAL INDENTURE

Dated as of November 18, 2010

to

INDENTURE

Dated as of May 5, 2004

As Supplemented by a Supplemental Indenture

Dated as of May 23, 2005,

and a Second Supplemental Indenture

Dated as of December 28, 2007

71/4% Senior Notes due 2012

THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of November 18, 2010, among Seneca Gaming Corporation (the “Company”), the subsidiary guarantors parties hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).

WHEREAS, the Company, the Guarantors and the Trustee are parties to an Indenture, dated as of May 5, 2004, as supplemented by a Supplemental Indenture, dated as of May 23, 2005, and a Second Supplemental Indenture, dated as of December 28, 2007 (as so supplemented and amended, the “Indenture”), pursuant to which the Company issued $500,000,000 aggregate principal amount of 71/4% Senior Notes due 2012 (the “Notes”);

WHEREAS, pursuant to Section 8.2 of the Indenture, the Company, when authorized by a resolution of its Board of Directors, the Guarantors and the Trustee may amend certain terms of the Indenture with the written consent of the Holders (as defined in the Indenture) of at least a majority in aggregate principal amount of the Notes then outstanding;

WHEREAS, the Company has offered to purchase for cash any and all of the Notes (the “Offer”) and has solicited consents (the “Solicitation”) to certain amendments to the Indenture (the “Proposed Amendments”) pursuant to the Company’s Offer to Purchase and Consent Solicitation Statement dated November 3, 2010 (the “Solicitation Statement”);

WHEREAS, the Company has obtained the written consent to the Proposed Amendments to the Indenture from the Holders of at least a majority in aggregate principal amount of the Notes (the “Requisite Consents”);

WHEREAS, the Holders who have delivered such written consents to the Proposed Amendments have waived any rights to withdraw such consents pursuant to the Indenture;

WHEREAS, the execution and delivery of this Third Supplemental Indenture have been duly authorized by the parties hereto, and all conditions and requirements necessary to make this instrument a valid and binding agreement have been duly performed and complied with;

WHEREAS, the Trustee is indemnified pursuant to Section 7.7 of the Indenture in connection with the Trustee’s execution of this Third Supplemental Indenture; and

WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution of this Third Supplemental Indenture, (ii) confirmation from D.F. King & Co., Inc., as depositary for the Solicitation, of the receipt from Holders of the Requisite Consents, (iii) the Officers’ Certificate and the Opinion of Counsel described in Sections 8.6, 12.4 and 12.5 of the Indenture, and (iv) a written request to execute this Third Supplemental Indenture.

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

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ARTICLE I

Amendments to the Indenture

1.1          Effectiveness of Third Supplemental Indenture.  This Third Supplemental Indenture shall become effective as of the date hereof provided that the amendments to the Indenture set forth in Section 1.2 below shall not become operative until the date that the Notes are accepted for purchase by the Company pursuant to the Offer to Purchase and Consent Solicitation Statement dated November 3, 2010 (the “Amendment Effective Date”).

1.2          Amendments to the Indenture.

(a)           Section 1.1 of the Indenture is hereby amended by adding the following definitions:

“Amendment Effective Date” shall mean the “Amendment Effective Date” as defined in the Third Supplemental Indenture.

“Third Supplemental Indenture” shall mean that certain Third Supplemental Indenture, dated as of November 18, 2010, among the Company, the Guarantors and the Trustee.”

(b)           Section 3.3 of the Indenture is hereby amended and restated in its entirety to read as follows:

“SECTION 3.3. Notice of Redemption.  At least 3 Business Days but not more than 60 days before a date for redemption of Notes, the Company shall mail a notice of redemption by first-class mail to each Holder of Notes to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar pursuant to Section 2.4 hereof.

The notice shall identify the Notes to be redeemed (including the CUSIP numbers thereof) and shall state:

(1) the Redemption Date;

(2) the redemption price and the amount of premium and accrued interest to be paid;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the Redemption Date and upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

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(6) that, unless the Company defaults in making such redemption payment, interest on Notes (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date; and

(7) the provision of the Notes and/or  Section of the Indenture, as the case may be, pursuant to which the Notes called for redemption are being redeemed; and

(8) the aggregate principal amount of Notes that are being redeemed.

At the Company’s written request made at least five Business Days prior to the date on which the notice is to be given, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s sole expense.”

(c)           Section 4.7 of the Indenture is hereby amended and restated in its entirety to read as follows:

“SECTION 4.7       [Intentionally Omitted].”

(d)           Section 4.8 of the Indenture is hereby amended to add a new sentence at the end of such section to read as follows:

“The forgoing provisions of this Section 4.8 shall not apply with respect to any Change of Control that occurs after the Amendment Effective Date.”

(e)           Sections 4.9 through 4.10 of the Indenture are hereby amended and restated in their entirety to read as follows:

“SECTION 4.9       [Intentionally Omitted]

SECTION 4.10       [Intentionally Omitted]”

(f)            Section 4.11 of the Indenture is hereby amended to add a new subsection (h) to read as follows:

“(h) The foregoing provisions of this Section 4.11 shall not apply with    respect to any Asset Sale consummated after the Amendment Effective Date.”

(g)           Sections 4.12 through 4.20 and Sections 4.23 through 4.24 of the Indenture are hereby amended and restated in their entirety to read as follows:

“SECTION 4.12     [Intentionally Omitted]

SECTION 4.13       [Intentionally Omitted]

SECTION 4.14       [Intentionally Omitted]

SECTION 4.15       [Intentionally Omitted]

SECTION 4.16       [Intentionally Omitted]

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SECTION 4.17       [Intentionally Omitted]

SECTION 4.18       [Intentionally Omitted]

SECTION 4.19       [Intentionally Omitted]

SECTION 4.20       [Intentionally Omitted]

SECTION 4.23       [Intentionally Omitted]

SECTION 4.24       [Intentionally Omitted]”

(h)           Section 5.1 of the Indenture is hereby amended and restated in its entirety to read as follows:

“SECTION 5.1    Merger, Consolidation and Sale of Assets.    (a) The Company will not consolidate with or merge with or into (whether or not the Company is the Surviving Person) any other entity and the Company will not, and will not cause or permit any Restricted Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all or substantially all of the Company’s and its Restricted Subsidiaries’ assets (determined on a consolidated basis for the Company and its Restricted Subsidiaries) to any Person in a single transaction or series of related transactions, unless:

(1) either (A) the Company will be the Surviving Person or (B) the Surviving Person (if other than the Company) will be an entity organized and validly existing under the laws of the Nation, and will, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observance of every covenant of this Indenture and the Registration Rights Agreement to be performed or observed on the part of the Company.

(2) [Intentionally Omitted].

(3) [Intentionally Omitted].

Any Restricted Subsidiary of the Company may consolidate with, merge into or transfer all or part of its assets to the Company or another Restricted Subsidiary of the Company.

(b)  [Intentionally Omitted].

(c) In connection with any consolidation, merger, transfer, lease or other disposition contemplated hereby, the Company will deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, together stating that such consolidation, merger, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements under this Indenture. In addition, each Guarantor, in the case of a transaction described in Section 5.1(a) where the Company is not the Surviving Person, unless it is the other party to the transaction or unless its Guarantee will be

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released and discharged in accordance with its terms as a result of the transaction, will be required to confirm, by supplemental indenture, that its Guarantee will continue to apply to the obligations of the Surviving Person under this Indenture.”

(i)            Clauses (5) and (6) of Section 6.1 of the Indenture are hereby amended and restated in their entirety to read as follows:

“(5)         [Intentionally omitted].

(6)           [Intentionally omitted].”

(j)            All references in the Indenture or the Notes to a provision deleted pursuant to the amendments set forth in Subsections (a) through (i) of this Section 1.1 shall be deleted in their entirety from the Indenture and the Notes, and any definitions used exclusively in the provisions of the Indenture deleted pursuant to the amendments set forth in Subsections (a) through (i) of this Section 1.1 shall be deleted in their entirety from the Indenture.  The requirement of any provision of the Indenture that any action on behalf of the Company or the Trustee be taken in accordance with or pursuant to any of the provisions of the Indenture that are deleted pursuant to Subsections (a) through (i) of this Section 1.1 shall be disregarded and the Company or the Trustee shall be deemed to have taken such action in accordance with and pursuant to such deleted provision.  None of the Company, the Trustee or other parties to or beneficiaries of the Indenture shall have any rights, obligations or liabilities under any of the provisions of the Indenture that are deleted pursuant to Subsections (a) through (i) of this Section 1.1, and such deleted provisions shall not be considered in determining whether an Event of Default has occurred or whether the Company has observed, performed or complied with the provisions of the Indenture.

ARTICLE II

Miscellaneous

2.1          Counterparts.  This Third Supplemental Indenture may be signed in counterparts by the different parties hereto in separate counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

2.2          Severability.  In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

2.3          Effect of Headings.  The Section headings of this Third Supplemental Indenture have been inserted for convenience of reference only, are not to be considered part of this Third Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

2.4          Successors and Assigns.  This Third Supplemental Indenture shall inure to the benefit of and be binding upon the parties hereto and each of their respective successors and permitted assigns.  Without limiting the generality of the foregoing, this Third Supplemental Indenture shall inure to benefit of all Holders from time to time.  Nothing expressed or mentioned in this Third Supplemental Indenture is intended to or shall be construed to give any

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Person, other than the parties hereto, their respective successor and assigns, and the Holders, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or any provision herein contained.

2.5          Governing Law.  THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

2.6          Effect of Supplemental Indenture.  Except as amended by this Third Supplemental Indenture, the terms and provisions of the Indenture shall remain in full force and effect.

2.7          This Supplemental Indenture is a Supplement to The Indenture.  This Third Supplemental Indenture is executed as and shall constitute an indenture supplemental to the Indenture and shall be construed in connection with and as part of the Indenture.  Subject to Section 12.1 of the Indenture, in the case of conflict between the Indenture and this Third Supplemental Indenture, the provisions of this Third Supplemental Indenture shall control.

2.8          Trust Indenture Act.  If any provisions hereof limit, qualify, or conflict with any provisions of the TIA required under the TIA to be a part of and govern this Third Supplemental Indenture, the provisions of the TIA shall control.  If any provision hereof modifies or excludes any provision of the TIA that pursuant to the TIA may be so modified or excluded, the provisions of the TIA as so modified or excluded hereby shall apply.

2.9          Trustee.  The Trustee accepts the amendments of the Indenture effected by this Third Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee.  Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, the Guarantors, or for or with respect to (i) the validity or sufficiency of this Third Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company and the Guarantors by corporate action or otherwise, (iii) the due execution hereof by the Company and the Guarantors or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

2.10        References to This Supplemental Indenture.  Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Third Supplemental Indenture may refer to the Indenture without making specific reference to this Third Supplemental Indenture, but nevertheless all such references shall include this Third Supplemental Indenture unless the context otherwise requires.

2.11        Capitalized Terms.  Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

[signature page follows]

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IN WITNESS WHEREOF, each of the parties hereto have caused this Third Supplemental Indenture to be duly executed on its behalf by its duly authorized officer as of the day and year first above written.

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Trustee
By:	/s/ Raymond Delli Colli
Name:	Raymond Delli Colli
Title:	Vice President

[SIGNATURE PAGE TO THIRD SUPPLEMENTAL INDENTURE]

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SENECA GAMING CORPORATION
By:	/s/ Catherine A. Walker
Name:	Catherine A. Walker
Title:	President and Chief Executive Officer
SENECA NIAGARA FALLS GAMING
CORPORATION
By:	/s/ Catherine A. Walker
Name:	Catherine A. Walker
Title:	President and Chief Executive Officer
SENECA TERRITORY GAMING
CORPORATION
By:	/s/ Catherine A. Walker
Name:	Catherine A. Walker
Title:	President and Chief Executive Officer
SENECA ERIE GAMING CORPORATION
By:	/s/ Catherine A. Walker
Name:	Catherine A. Walker
Title:	President and Chief Executive Officer
LEWISTON GOLF COURSE
CORPORATION
By:	/s/ Catherine A. Walker
Name:	Catherine A. Walker
Title:	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

November 18, 2010

Contact:

Phil Pantano

Pantano & Associates, L.L.C.

716-601-4128

SENECA GAMING SUCCESSFULLY REFINANCES $500 MILLION BONDS

Reduces borrowing costs and implements plan to reduce debt

NIAGARA FALLS, N.Y. — Seneca Gaming Corporation today announced the successful refinancing of its $500 million 7-1/4% Senior Notes due May 2012 through a combination of a new $325 million senior note issuance and a new $225 million senior secured credit facility. The proceeds from the note issuance and $175 million of the $225 million credit facility will be used to purchase or reacquire the corporation’s outstanding senior notes. The remaining $50 million of the credit facility replaces the corporation’s existing senior secured revolving line of credit.

“We are extremely pleased with all aspects of the refinancing, which we believe not only reflects terms and rates among the most favorable since the economic recession seized the credit markets, but also highlights the financial strength of the corporation and the proactive leadership of our board of directors and the Seneca Nation Council over a period of more than two years,” said David Sheridan, Chief Financial Officer, Seneca Gaming Corporation. “With an initial blended rate for the borrowings at less than seven percent, we achieved a tremendous outcome that reduces our current cost of capital — a great accomplishment in any economy, but one even more remarkable given the ongoing unsettled economic environment.”

The $225 million five-year bank credit facility, which includes a $175 million term loan and $50 million revolving credit facility, was completed with a syndicate of only six banks. The $175 million term loan amortizes by 20 percent, or $35 million, per year and will be fully satisfied at the end of five years. It carries an initial interest

rate of LIBOR plus 2.75 percent, which decreases as the company reduces its outstanding debt.

“We believe the structure of this transaction provides a refreshing approach, illustrating the collective commitment of our board and the Nation Council to reduce debt and further the Nation’s goal of financial self-sufficiency and economic sovereignty,” Sheridan added. “At the same time, we also believe that this refinancing positions us to further build upon our impressive record of success.”

In addition to the new credit facility, Seneca Gaming Corporation issued $325 million in new 8-1/4% senior notes, due in 2018.

“The note offering was extremely well received and reflects the confidence the financial community has in our operations and in our record of strong performance despite some of the most difficult economic conditions in memory,” said Cathy Walker, the corporation’s President and CEO. “The national economy is far different today than it was before the recession and our ability to secure approximately $1 billion in subscriptions from qualified institutional buyers in today’s market is a testament to the principles of sound fiscal governance and responsible operations to which our board of directors and our management team, along with our owners, the Seneca Nation of Indians, have made an unrelenting commitment.”

Over the past 12 months, the corporation has completed a $9 million expansion of its Seneca Buffalo Creek Casino, significantly reinvested in its slot product at Seneca Niagara Casino & Hotel and Seneca Allegany Casino & Hotel and completed the $25 million Robert Trent Jones II-designed Seneca Hickory Stick Golf Course.

“As the recession began to take a grip on the gaming industry, we looked inward to find ways to strengthen our financial position to help meet the economic challenges of the day without impacting customer experience and loyalty,” explained Kevin W. Seneca, Chairman of the Board of Directors. “Part of the solution was implementing cost saving measures and more disciplined financial analysis across our operations. At the same time, we made responsible investments in our properties which enhanced the overall environment for our patrons and positioned us for future success. The prudence of our strategy and discipline was borne out in the results of the recent refinancing.”

Seneca Gaming Corporation operates Seneca Niagara Casino & Hotel in Niagara Falls, New York, Seneca Allegany Casino & Hotel in Salamanca, New York, Seneca Buffalo Creek Casino in Buffalo, New York and Seneca Hickory Stick Golf Course in Lewiston, New York on behalf of the Seneca Nation of Indians.

Since opening Seneca Niagara Casino in 2002, Seneca Gaming Corporation has grown to employ more than 3,500 people at its three casino operations. The company operates world-class facilities offering more than 6,500 slot machines, 140 table games, 800 hotel rooms, a championship golf course and other related amenities. For more information, visit www.senecagamingcorporation.com.

This press release contains certain forward-looking statements intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. The words “believe”, “estimate”, “anticipate”, “intend”, “plan”, “expect”, “will”, “continue”, “evaluate”, and words of similar meaning, with reference to SGC and its management, indicate forward looking statements. Similarly, statements that describe our plans or goals are all forward-looking statements. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed in or implied by the forward looking statements contained in this press release, including, but not limited to our ability to build upon our record of success.

Additional information concerning potential factors that could affect SGC’s financial condition and results of operations are described from time to time in SGC’s periodic reports filed with the SEC, including, but not limited to, SGC’s Annual Report on Form 10-K and its quarterly reports on Form 10-Q .. These reports may be viewed free of charge on the SEC’s website, www.sec.gov, or on SGC’s website www.senecagamingcorporation.com. SGC disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

November 19, 2010

Contact: David Sheridan

Chief Financial Officer

Seneca Gaming Corporation

716-501-2010

Seneca Gaming Corporation Announces Completion of Early Settlement
and Receipt of Required Consents to its Tender Offer and Consent Solicitation
for its 7-1/4% Senior Notes due 2012

NIAGARA FALLS, NEW YORK— Seneca Gaming Corporation (the “Company” or “SGC”) today announced that it has received tenders and consents from the holders of $488,469,000 in aggregate principal amount, or approximately 98%, of its outstanding $500,000,000 7-1/4% Senior Notes due 2012 (the “Notes”) as of the expiration of the consent payment deadline, which was November 17, 2010, at 5:00 p.m., New York City time (the “Consent Deadline”). This is pursuant to its previously announced tender offer and consent solicitation.

On November 18, 2010, SGC accepted for purchase and payment (the “Early Settlement”) all of the Notes that were validly tendered at or prior to the Consent Deadline. Payment for the Notes pursuant to the Early Settlement was made on November 18, 2010 (the “Early Settlement Date”). Holders of Notes who tendered their Notes at or prior to the Consent Deadline will receive $1,002.50 for each $1,000 principal amount of the Notes validly tendered (which includes the consent payment of $30.00 per $1,000 principal amount of Notes), plus any accrued and unpaid interest up to, but not including, the Early Settlement Date.

The consents received exceeded the number required to approve the proposed amendments to the indenture under which the Notes were originally issued (the “Indenture”). Based on these consents, on November 18, 2010, the Company and the trustee under the Indenture entered into a supplemental indenture that eliminates substantially all of the restrictive covenants and certain event of default provisions and modifies certain other provisions of the Indenture.

The terms of the tender offer and consent solicitation for the Notes are detailed in the Company’s Offer to Purchase and Consent Solicitation Statement dated November 3, 2010 (the “Offer to Purchase”). Holders who tender their Notes after the Consent Deadline will receive

$972.50 per $1,000 in principal amount of the Notes validly tendered. The tender offer is scheduled to expire at 8:00 a.m., New York City time on December 3, 2010.  SGC intends to redeem any Notes, which are currently callable, that remain outstanding after the expiration date of the tender offer and to exercise its rights under the Indenture to satisfy and discharge the Indenture governing the Notes.

The Company has retained BofA Merrill Lynch as the dealer manager in connection with the tender offer and as solicitation agent in connection with the consent solicitation.  BofA Merrill Lynch can be contacted at (+1) 888-292-0070 (U.S. toll free), (+1) 980-388-9217 (collect).  Holders can request documents from D.F. King & Co., Inc., the Information Agent and Depositary, at (+1) 800-207-3158 (U.S. toll free), (+1) 212-269-5550 (collect).

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other security or a solicitation of consents with respect to the Notes.  The tender offer is made only by an Offer to Purchase and Consent Solicitation Statement dated November 3, 2010.  The tender offer is not being made directly or indirectly to any resident or person located in any jurisdiction where the tender offer would be unlawful.

This press release contains certain forward-looking statements intended to qualify forthe safe harbor from liability established by the Private Securities Litigation Reform Actof 1995. The words “believe”, “estimate”, “anticipate”, “intend”, “plan”, “expect”, “will”,“continue”, “evaluate”, and words of similar meaning, with reference to SGC and itsmanagement, indicate forward looking statements. Similarly, statements that describeour plans or goals are all forward-looking statements. Forward-looking statementsinvolve risks, uncertainties and other factors that could cause actual results to differmaterially from those expressed in or implied by the forward looking statementscontained in this press release, including, but not limited to our ability to ensure thatour gaming options are unparalleled in the region; our ability to develop and implementeffective solutions to the ongoing challenges confronting the gaming industry; our abilityto continue to drive operating performance, promote stability and sound fiscalmanagement, and provide the highest levels of service, quality and value to our patrons;and our ability to deliver an experience unparalleled in the region and financial resultsmore favorable than our peers.

Additional information concerning potential factors that could affect SGC’s financial condition and  results of operations are described from time to time in SGC’s periodic reports filed with the SEC, including, but not limited to, SGC’s Annual Report on Form 10-K and its quarterly reports on Form 10-Q . These reports may be viewed free of charge on the SEC’s website, www.sec.gov, or on SGC’s website www.senecagamingcorporation.com. SGC disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release.