Exhibit 10.1

EXECUTION COPY

LOAN AGREEMENT

between

SENECA GAMING CORPORATION

as the Borrower,

and

KEYBANK NATIONAL ASSOCIATION

as Lender

Dated as of June 19, 2008

Table of Contents

LOAN AGREEMENT

Dated as of June 19, 2008

This LOAN AGREEMENT is entered into by and among the SENECA GAMING CORPORATION (together with its successors and assigns, the “Borrower”), a corporation formed under the laws of and wholly owned by the Seneca Nation of Indians (the “Nation”), a federally recognized Indian tribe, and KEYBANK NATIONAL ASSOCIATION (the “Lender”).

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Acquisition” means, as to any Person, any transaction, or any series of related transactions, by which such Person directly or indirectly (i) acquires all or substantially all of the assets of any firm, partnership, joint venture or corporation, or any other business entity, whether through purchase of assets, merger or otherwise, (ii) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority in ordinary voting power of the Securities of a corporation which have ordinary voting power for the election of directors, or (iii) acquires (in one transaction or as the most recent transaction in a series of transactions) control of at least a majority ownership interest (entitling such Person to direct or cause the direction of management and policies) in any partnership, joint venture or other business entity.

“Advance” means an advance of funds by the Lender to the Borrower pursuant to Section 2.1.

“Affiliate” means, as to any Person, (a) each other Person that, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, five percent (5%) or more of any class of Securities of such Person, (b) each other Person that controls, is controlled by or is under common control with such Person, and (c) each of such Person’s officers, directors, governing body members, joint venturers, partners, or limited liability company members. For the purpose of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” means this Loan Agreement.

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“Approvals” means, collectively, (a) the resolutions adopted on June 5, 2008 by Borrower and each Guarantor (other than Lewiston Golf Course Corporation), (b) the resolutions adopted on June 11, 2008 by Lewiston Golf Course Corporation, and (c) Resolution No. R-06-14-08-14, adopted by the Council of the Nation on June 14, 2008, which approved the Loan Documents to which such Person is a party and the consummation of the transactions contemplated therein or, in the case of the Nation, matters related to the Loan Documents.

“Audited Financial Statements” has the meaning given in Section 6.1.

“Base Rate” means, as of any date of determination, the Prime Rate plus one quarter percent (0.25%).

“Base Rate Funding” has the meaning given in Section 2.3(b).

“Board of Directors” means, with respect to the Borrower or a Gurantor, the “Board of Directors” referred to in the Charter of the Borrower or such Guarantor.

“Borrower” has the meaning given in the first paragraph of this Agreement.

“Business Day” means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized or required to close in New York, New York, and, if such day relates to any LIBOR Rate Funding, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank market.

“Capital Expenditure” means any expenditure that is considered a capital expenditure under GAAP, consistently applied, including any amount that is required to be treated as a fixed asset subject to a Capital Lease.

“Capital Lease” means, as to any Person, a lease of any Property by that Person as lessee that is, or should be in accordance with Financial Accounting Standards Board Statement No. 13, as amended from time to time, or if such Statement is not then in effect, such other statement of GAAP as may be applicable, recorded as a “capital lease” on the balance sheet of that Person prepared in accordance with GAAP.

“Cash” means all cash or currency of the United States of America that is legal tender for all public and private debts.

“Cash Equivalents” means, when used in connection with any Person, that Person’s Investments in:

(a)           Government Securities due within one year after the date of the making of the Investment;

(b)           readily marketable direct obligations of any State of the United States of America or any political subdivision of any such State given on the date of such

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investment a credit rating of at least AA by Moody’s Investors Service, Inc. or AA by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., in each case due within one year after the date of the making of the Investment;

(c)           certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers’ acceptances of, and reverse repurchase agreements covering Government Securities executed by, the Lender or any other bank, savings and loan or savings bank doing business in and incorporated under the Laws of the United States of America or any State thereof and having on the date of such Investment combined capital, surplus and undivided profits of at least $100,000,000, in each case due within one year after the date of the making of the Investment;

(d)           certificates of deposit issued by, bank deposits in, eurodollar deposits through, bankers’ acceptances of, and reverse repurchase agreements covering Government Securities executed by, any branch or office located in the United States of America of a bank incorporated under the Laws of any jurisdiction outside the United States of America having on the date of such Investment combined capital, surplus and undivided profits of at least $100,000,000, in each case due within one year after the date of the making of the Investment;

(e)           commercial paper maturing no more than 270 days from the date of creation thereof and having as at any date of determination a rating of A-1 or better from Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and P-1 or better from Moody’s Investors Service, Inc.; and

(f)            money market accounts or readily redeemable money market mutual funds which invest substantially all their assets in instruments of the types described in clauses (a), (b), (c), (d) and (e) above.

“Casualty Event” means, with respect to any Property of any Person, any loss of or damage to, or any condemnation or other taking of, such Property for which such Person receives insurance proceeds or proceeds of a condemnation award or other compensation.

“Change in Control” means the occurrence of any one or more of the following:

(a)           any Class III Gaming operations are conducted on the Nation’s Indian Lands by any Person other than the Borrower or a Guarantor, or the Borrower and the Guarantors otherwise cease to have the exclusive authority to operate the Gaming Business; or

(b)           the Borrower or one or more Guarantors sell, assign, lease or otherwise dispose of all or substantially all of the Gaming Assets to any Person or all or substantially all of the Gaming Assets are transferred without any action on the part of the Borrower or the Guarantors.

“Change of Law” shall have the meaning given to that term in Section 2.8(b).

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“Charter” means with respect to (a) the Borrower, the Fifth Amended and Restated Charter of the Seneca Gaming Corporation, effective as of December 20, 2004, (b) the Seneca Niagara Falls Gaming Corporation, the Third Amended and Restated Charter of the Seneca Niagara Falls Gaming Corporation, effective as of December 20, 2004, (c) the Seneca Territory Gaming Corporation, the Second Amended and Restated Charter of the Seneca Territory Gaming Corporation, effective as of December 20, 2004, (d) the Seneca Erie Gaming Corporation, the Second Amended and Restated Charter of the Seneca Erie Gaming Corporation, effective as of December 20, 2004, (e) the Lewiston Golf Course Corporation, the Charter of the Lewiston Golf Course Corporation, effective as of June 28, 2007, and (f) any other Person which becomes a Guarantor, the charter or other governing document of such Person, in each case as amended, supplemented, replaced or modified from time to time.

“Claim” means any claim, demand, dispute, action or cause of action related or incidental to this Agreement or any other Loan Document, whether now existing or hereafter arising, and whether sounding in tort, contract or otherwise and whether arising as a matter of law or in equity, and including any action commenced under the Indian Civil Rights Act (25 U.S.C. §1301 et. seq.), the Constitution or any other Laws of the Nation.

“Class III Gaming” means class III gaming within the meaning of IGRA.

“Closing Date” means the first Business Day on which all of the conditions contained in Section 7.1 have been satisfied.

“Collateral” has the meaning given in the Security Agreement.

“Compact” means (a) the Nation-State Compact between the State and the Nation, for which approval on behalf of the Secretary of the Interior was published in the Federal Register on December 9, 2002, and (b) all valid amendments, supplements, restatements and replacements thereof.

“Compliance Certificate” means a certificate substantially in the form of Exhibit C, properly completed and signed by a Senior Officer.

“Consolidated Net Income” means, with respect to any fiscal period, the consolidated net income after tax and before extraordinary or non-recurring items of the Borrower and the Guarantors, determined in accordance with GAAP, consistently applied.

“Constituent Documents” means (a) with the repect to the Nation, the Constitution, and (b) with respect to the Borrower or a Guarantor, the Charter and by-laws of the Borrower or such Guarantor.

“Constitution” means the Constitution of the Seneca Nation of Indians of 1848, as amended.

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“Contingent Obligation” means, as to any Person, (a) any Guaranty Obligation of that Person; (b) any direct or indirect obligation or liability, contingent or otherwise, of that Person (i) in respect of any Surety Instrument issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings or payments, (ii) as a partner or joint venturer in any partnership or joint venture or (iii) to purchase any materials, supplies or other property from, or to obtain the services of, another Person if the relevant contract or other related document or obligation requires that payment for such materials, supplies or other property, or for such services, shall be made regardless of whether delivery of such materials, supplies or other property is ever made or tendered, or such services are ever performed or tendered; (c) contractual assurance (not arising solely by operation of Law) given to an obligee with respect to the performance of an obligation by, or the financial condition of, any other Person, whether direct, indirect or contingent, including any purchase or repurchase agreement covering such obligation or any collateral security therefor, any agreement to provide funds (by means of loans, capital contributions or otherwise) to such other Person, any agreement to support the solvency or level of any balance sheet item to such other Person, or any other arrangement of whatever nature having the effect of assuring or holding harmless any obligee against loss with respect to any obligation of such other Person including any “keep-well”, “take-or-pay” or “through put” agreement or arrangement or (d) any other Contractual Obligations which, in economic effect, are substantially equivalent to a guarantee of Indebtedness. As of each date of determination, the amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation (unless the Contingent Obligation is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Person in good faith.

“Contractual Obligation” of any Person means, any indenture, note, lease, loan agreement, deed of trust, mortgage, security agreement, guaranty, instrument, contract, agreement or other form of contractual obligation or undertaking to which such Person is a party or by which such Person or any of its property is bound.

“Control Agreement” means an agreement among the Borrower or a Guarantor, the Lender and the depository or securities intermediary for each Gaming Account in form and substance reasonably acceptable to the Lender.

“Covenant Calculation Date” means the last day of each fiscal quarter of the Borrower.

“Covenant Calculation Period” means, for each Covenant Calculation Date, the period of twelve fiscal months of the Borrower ending on such date.

“Council” means the legislative governing body of the Nation referred to in the Constitution.

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“Debt Service” means for any Indebtedness, the sum of the following items (without duplication): (a) Interest Expense and (b) payments of principal, other than optional payments of principal.

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.

“Default” means any event that, with the giving of any applicable notice or passage of time, or both, would constitute an Event of Default.

“Default Rate” has the meaning set forth in Section 2.3(e).

“Distribution Agreement” means the Distribution Agreement dated as of April 27, 2007, among the Nation, the Seneca Nation of Indians Capital Improvements Authority, the Borrower and Wells Fargo Bank, National Association, as trustee.

“Disposition” means the sale, transfer or other disposition in any single transaction or series of related transactions of any individual asset, or group of related assets (other than among any two or more of the Borrower and the Guarantors); provided, however, that a sale of Gaming Assets shall not be deemed a Disposition if such Gaming Assets are concurrently replaced by new Gaming Assets of like kind and similar value.

“Disputed State Regulatory Obligations” means, with respect to any Person on any date of determination, the aggregate amount, as determined by the State, of any accrued and unpaid obligations to the State under the Compact for regulatory costs or expenses, to the extent such obligations would be accounted for under GAAP as a liability of such Person if determined to be valid and binding obligations under the Compact.

“Distribution” means any of the following:

(a)           any payment, assignment, or transfer of any Gaming Assets (so as to be no longer accounted for under GAAP as a Gaming Asset) to or for the account of the Nation, or any Affiliate or member of the Nation (other than to the Borrower or a Guarantor, or any of their respective officers, directors or employees), including payments of dividends, fees, assessments, taxes, principal, interest or other amounts; and

(b)           any Investment (whether by means of loans, advances or otherwise) using Gaming Assets or proceeds thereof in or to the Nation or any of its Affiliates (except Investments accounted for under GAAP as Investments in the Gaming Business and Investments among any two or more of the Borrower and the Guarantors).

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Distribution as defined herein expressly excludes Excluded Distributions.

“Distribution Agreement” means the Distribution Agreement among the Nation, the Seneca Nation of Indians Capital Improvements Authority, Borrower and Wells Fargo Bank, National Association, as Trustee, dated April 27, 2007.

“EBITDA” on any Covenant Calculation Date means the sum of the following, each determined for the Borrower and the Guarantors on a consolidated basis for the related Covenant Calculation Period: (a) Consolidated Net Income after tax, plus (b) Interest Expense (to the extent deducted in arriving at Consolidated Net Income), plus (c) the aggregate amount, if any, of any federal or state taxes on or measured by income of the Gaming Business (whether or not payable during that Covenant Calculation Period, and to the extent deducted in arriving at Consolidated Net Income), plus (d) depreciation and amortization (to the extent deducted in arriving at Consolidated Net Income), plus (e) any other non-cash charges and extraordinary losses of the Borrower and the Guarantors (to the extent deducted in arriving at Consolidated Net Income), minus (f) non-cash gains and extraordinary gains (to the extent added in arriving at Consolidated Net Income), in each case as determined in accordance with GAAP.

“Effective Amount” shall mean with respect to Advances on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments occurring on such date.

“Eligible Assignee” means (a) an Affiliate of the Lender; and (b) any other Person (other than a natural Person) approved by the Lender and the Borrower (each such approval not to be unreasonably withheld or delayed).

“Employee Benefit Plan” means any employee benefit plan within the meaning of section 3(3) of ERISA maintained or contributed to by the Borrower or any ERISA Affiliate, other than a Multiemployer Plan.

“Environmental Law” means any federal, state, local or other governmental statute, regulation, law or ordinance dealing with the protection of human health and the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as in effect from time to time.

“ERISA Affiliate” means, with respect to any Person, any Person (or any trade or business, whether or not incorporated) that is under common control with that Person within the meaning of Section 414 of the Internal Revenue Code.

“Event of Default” has the meaning provided in Section 8.1.

“Excluded Distributions” has the meaning provided in Section 5.3.

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“Facilities” means, collectively, the facilities presently designated Seneca Niagara Casino & Hotel, Seneca Allegany Casino and Hotel and Seneca Buffalo Creek Casino and, upon completion and commencement of operations, the facilities described as the second hotel tower at Seneca Allegany Casino and Hotel, the permanent Buffalo Creek Casino and Hotel, and the Seneca Hickory Stick Golf Course.

“Financial Statements” means, with respect to any accounting period for any Person, statements of income, retained earnings, shareholders’ equity or partners’ capital and cash flows of such Person for such period, and a balance sheet of such Person as of the end of such period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year if such period is less than a full fiscal year or, if such period is a full fiscal year, corresponding figures from the preceding annual audited financial statements, all prepared in reasonable detail and in accordance with GAAP.

“Fiscal Quarter” means a period of three full consecutive calendar months ending on March 31, June 30, September 30 or December 31.

“Fiscal Year” means the fiscal year of the Borrower.

“Fixed Charge Coverage Ratio” as of each Covenant Calculation Date means the ratio of (a) EBITDA, minus Distributions (to the extent not subtracted from Consolidated Net Income in computing EBITDA or constituting a Capital Expenditure for the Gaming Business), minus Maintenance Capital Expenditures and minus federal income taxes required to be paid with respect to the Gaming Business, if any, to (b) Debt Service on Total Funded Debt, in each case for the related Covenant Calculation Period.

“Foreign Lender” means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Internal Revenue Code.

“Funding Request” means a request in the form of Exhibit B, duly completed and signed by the Borrower, or such other form as the Borrower and the Lender shall agree to use to request Advances, which may be sent by mail, overnight delivery, electronic transmission or by such other means of communication as may agreed to by the Lender.

“GAAP” means, as of any date of determination, accounting principles set forth as generally accepted in the United States of America in currently effective opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and in statements of the Financial Accounting Standards Board or the Governmental Accounting Standards Board, as applicable, together with interpretive rulings and bulletins issued in connection therewith. The term “consistently applied,” as used in connection therewith, means that the accounting

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principles applied are consistent in all material respects to those applied at prior dates or for prior periods.

“Gaming Accounts” means all deposit accounts and securities accounts of the Borrower or any Guarantor to which Gaming Revenues or investment proceeds thereof are credited; provided, however, that Gaming Accounts expressly exclude Merrill Lynch securities account XXX-XXXXX, Royal Bank of Canada deposit account XXXXXXX, Banc of America securities account XXX-XXXXXX, and all flexible medical deposit accounts.  For the avoidance of doubt, zero balance accounts do not constitute deposit accounts.

“Gaming Agency” means, collectively, (a) the NIGC, (b) the Seneca Gaming Authority, (c) the State Gaming Officials and (d) any other Governmental Authority that holds or exercises licensing or permit authority over gambling, gaming or casino activities conducted within the Nation’s jurisdiction.

“Gaming Assets” means, collectively: (a) all personal property (other than Gaming Revenues) of the Borrower or any Guarantor now or hereafter located at the Facilities and used in the Gaming Business, (b) all personal tangible and intangible property (other than Gaming Revenues), including intellectual property, of the Borrower or any Guarantor, that is (i) used in or is primarily related and reasonably beneficial to, the Gaming Business, or is derived from the Gaming Business, or (ii) required under GAAP to be reflected on the consolidated balance sheet of the Borrower and the Guarantors as it relates to the Gaming Business, (c) all books and records of the Borrower or any Guarantor relating to the Gaming Business and the Gaming Assets, (d) Gaming Revenues, (e) Gaming Accounts, and (f) Proceeds (as defined in the Security Agreement) of the foregoing; but excluding all (i) real property including all improvements, fixtures and accessions thereto and leasehold or other interests in any of the foregoing; (ii) Non-Core Assets; (iii) Participating Gaming Devices; (iv) all Gaming Licenses and (v) all personal property (including, without limitation, Gaming Revenues) that has been the subject of a distribution, payment or other disposition by the Borrower or any Guarantor to any Person, unless prohibited by this Agreement.

“Gaming Business” means, collectively, the Class III Gaming conducted by or on behalf of the Borrower and the Guarantors at the Facilities, together with all entertainment, lodging, hospitality, transportation, recreation, golf, or other trade, business or commercial activities of the Borrower and the Guarantors designed to promote, market, support, develop, construct or enhance the casino gaming and resort business operated by Borrower and the Guarantors.

“Gaming Business Real Estate” means the land and improvements thereto on which any Gaming Business is conducted.

“Gaming Laws” means IGRA, the Compact, the Gaming Ordinance and all other Laws pursuant to which any Gaming Agency holds or exercises licensing or

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permit authority over gambling, gaming, or casino activities conducted within the Nation’s jurisdiction.

“Gaming License” means every license, permit, franchise or other authorization from any Gaming Agency required on the date hereof or at any time thereafter to own, lease, operate or otherwise conduct the Class III Gaming activities of the Borrower and the Guarantors, including all licenses granted under applicable federal, tribal, state, foreign or local laws.

“Gaming Ordinance” means the gaming ordinance of the Nation required to be approved on behalf of Chairman of the NIGC pursuant to 25 U.S.C. § 2710(e), as amended.

“Gaming Revenues” means all revenues, receipts, and income of any nature of the Borrower and Guarantors arising from the Gaming Business or the use or ownership of Gaming Assets by or on behalf of the Borrower, or of any of the Guarantors, whether the same consists of money, instruments, or otherwise; provided, however, that Gaming Revenues shall not include such cash amounts as are required to pay the Excluded Distributions (which cash amounts shall not be required to be deposited into a Gaming Account or to be subject to a Control Agreement).

“Government Securities” means readily marketable direct full faith and credit obligations of the United States of America or obligations unconditionally guaranteed by the full faith and credit of the United States of America.

“Governmental Authority” means (a) any international, foreign, federal, tribal, state, county or municipal government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body, (c) any court, administrative tribunal or public utility, or (d) any arbitration tribunal or other non-governmental authority to whose jurisdiction a Person has consented.

“Governmental Charges” means, with respect to any Person, all levies, assessments, fees, claims or other charges imposed by any Governmental Authority upon such Person or any of its property or otherwise payable by such Person.

“Guarantor” means Seneca Niagara Falls Gaming Corporation, Seneca Territory Gaming Corporation, Seneca Erie Gaming Corporation, and Lewiston Golf Course Corporation or any future Subsidiary of the Borrower that owns or operates any part of the Gaming Business.

“Guarantor Obligations” has the meaning given in the Security Agreement.

“Guaranty” means the guaranty dated the date hereof executed by each of the Guarantors in favor of the Lender.

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“Guaranty Obligation” means, with respect to any Person, any direct or indirect guarantee of that Person with respect to any Indebtedness, lease, dividend, letter of credit or other obligation (the “primary obligations”) of another Person (the “primary obligor”), including any obligation of that Person, whether or not contingent, (a) to purchase, repurchase or otherwise acquire such primary obligations or any property constituting direct or indirect security therefor, or (b) to advance or provide funds (i) for the payment or discharge of any such primary obligation, or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency or any balance sheet item, level of income or financial condition of the primary obligor, or (c) to purchase property, securities or services primarily for the purpose of assuring the beneficiary of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, or (d) otherwise to assure or hold harmless the holder of any such primary obligation against loss in respect thereof.

“Hazardous Substances” means pollutants, contaminants, hazardous substances, hazardous wastes, petroleum and fractions thereof, and all other chemicals, wastes, substances and materials listed in, regulated by or identified in any Environmental Law.

“IGRA” means the federal Indian Gaming Regulatory Act of 1988, codified at 25 U.S.C. § 2701, et seq.

“Indebtedness” means, as to any Person on any date of determination, without duplication, (a) all indebtedness of such Person for borrowed money, (b) that portion of the obligations of such Person under Capital Leases which should properly be recorded as a liability on a balance sheet of that Person prepared in accordance with GAAP, (c) any obligation of such Person that is evidenced by a promissory note or other instrument representing an extension of credit to such Person, whether or not for borrowed money, (d) any obligation of such Person for the deferred purchase price of Property or services (other than trade accounts payable in the ordinary course of business in accordance with customary terms), (e) any obligation of such Person that is secured by a Lien on assets of such Person, whether or not that Person has assumed such obligation or whether or not such obligation is nonrecourse to the credit of such Person, (f) obligations of such Person arising under acceptance facilities or under facilities for the discount of accounts receivable of such Person, (g) obligations of such Person for unreimbursed draws under letters of credit issued for the account of such Person, (h) any Contingent Obligation of such Person, (i) any Unfunded Pension Liability of such Person, and (j) any Disputed State Regulatory Obligations of such person.

“Indian Lands” means Indian lands within the meaning of IGRA on which Class III Gaming may be conducted.

“Interest Expense” means, with respect to any fiscal period, the sum (determined on a consolidated basis without duplication in accordance with GAAP),

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of the following: (a) all interest, fees, charges and related expenses payable during such period to a lender in connection with borrowed money or the deferred purchase price of assets that is treated as interest in accordance with GAAP, and (b) the portion of rent actually paid during such fiscal period under Capital Leases that should be treated as interest in accordance with GAAP.

“Interest Period” means, with respect to any LIBOR Rate Funding, a period of one, three or six months beginning on a Business Day.

“Internal Revenue Code” means the Internal Revenue Code of 1986, Title 26, U.S.C.

“Investment” means, when used in connection with any Person, any investment by or of that Person, whether by means of purchase or other acquisition of capital stock or other Securities of any other Person or by means of loan, advance, capital contribution, guaranty or other debt or equity participation or interest, or otherwise, in any other Person, including any partnership and joint venture interests of such Person in any other Person. The amount of any Investment shall be the amount actually invested, without adjustment for increases or decreases in the value of such Investment.

“Issuer” means KeyBank National Association or an Affiliate thereof, as issuer of a Letter of Credit.

“Joint Venture” means a single-purpose corporation, partnership, joint venture or other legal arrangement (whether created pursuant to contract or conducted through a separate legal entity) now or hereafter formed by the Borrower with another Person in order to conduct a common venture with such Person.

“Laws” means, collectively, all international, foreign, federal, tribal, applicable state and local constitutions, statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents.

“LC Collateral Account” has the meaning given in Section 2.6(i).

“Lender” shall have the meaning given to that term in the first paragraph of this Agreement.

“Letter of Credit Documents” means such applications, reimbursement agreements and other documents as the Issuer may require as a condition to issuance of a Letter of Credit.

“Letter of Credit Fee” has the meaning given in Section 2.6(c).

“Letter of Credit Sublimit” means $25,000,000.

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“Letter of Credit” means any of the letters of credit issued by the Issuer under the Revolving Commitment pursuant to Section 2.6 and each letter of credit described in Schedule 2.6, either as originally issued or as the same may be supplemented, modified, amended, renewed, extended or supplemented.

“Leverage Ratio” means, as of each Covenant Calculation Date the ratio of (a) Total Funded Debt as of such date, to (b) EBITDA for the related Covenant Calculation Period.

“LIBOR Rate” means the annual rate equal to the sum of (i) the rate obtained by dividing (a) the rate (rounded up to the nearest 1/16 of 1%) determined by the Lender to be the average rate at which U.S. dollar deposits are offered to the Lender by major banks in the London interbank market for funds to be made available on the first day of an Interest Period in an amount approximately equal to the amount for which a LIBOR Rate has been requested and maturing at the end of such Interest Period, by (b) a percentage equal to 100% minus the Reserve Requirement (expressed as a percentage) applicable to such deposits, and (ii) the Margin.

“LIBOR Rate Funding” has the meaning given in Section 2.3(c).

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, lien or charge of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any Property, including any agreement to grant any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature of a security interest.

“Loan Documents” means, collectively, this Agreement, the Note, the Security Documents, and any other agreements of any type or nature heretofore or hereafter executed and delivered by the Borrower or any Guarantor to the Lender in any way relating to or in furtherance of this Agreement.

“Maintenance Capital Expenditures” means Capital Expenditures for the maintenance, repairs, restoration or refurbishment of tangible property (real and personal), but excluding any Capital Expenditures that expand property.

“Margin” means the margin amount set forth in Section 2.3(d).

“Material Adverse Effect” means any circumstance or event or any set of circumstances or events which (a) has or may reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of any material provision of any Loan Document, (b) is or may reasonably be expected to be material and adverse to the business operations, Properties, condition (financial or otherwise) or the prospects of Borrower and Guarantors, as a whole, (c) materially impairs or may reasonably be expected to materially impair the ability of the Borrower or any Guarantor to perform its Obligations under the Loan Documents to which it is a party, or (d) materially impairs or may reasonably be expected to materially impair the ability of the Lender to enforce the principal benefits intended to be created and

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conveyed by the Loan Documents, including the Liens created by the Security Documents.

“Material Documents” means, collectively, the Constitution, the Compact, the Gaming Ordinance, the Approvals and the Senior Notes Indenture.

“Maturity Date” means June 19, 2009, unless extended for up to an additional six months at the option of Borrower exercisable at any time after the six-month anniversary of the Closing Date and prior to June 19, 2009, provided that no Default or Event of Default exists at the time of such exercise.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA.

“Nation” has the meaning given such term in the first paragraph of this Agreement.

 “Negative Pledge” means any covenant binding on the Borrower or any Guarantor that prohibits the creation of Liens on any Gaming Assets.

“Net Proceeds” means, (A) with respect to any Disposition of any Property by Borrower or any Guarantor, the aggregate consideration received by such Person from such Disposition less the sum of (i) the amount of liabilities for taxes incurred by such Person in connection with such sale (after taking into account available deductions, credits, carry-backs, carry-forwards or similar items relating to the Property sold) based upon the overall effective tax rate payable by such Person for the tax year in question, (ii) the sum of the actual amount of the reasonable fees and commissions payable to Persons other than such Person or any Affiliate of such Person, the reasonable legal expenses and other costs and expenses directly related to such sale that are to be paid by such Person, and (iii) the amount of any indebtedness (other than the Obligations) which is secured by such asset and is required to be repaid or prepaid by such Person as a result of such sale; and (B) with respect to any Casualty Event, the aggregate amount of proceeds of insurance, condemnation awards and other compensation received in respect of such Casualty Event less the sum of any expenses incurred by Borrower to obtain such proceeds, award or other compensation.

“NIGC” means the National Indian Gaming Commission, or any successor agency.

“Non-Core Assets” means obsolete equipment constituting Gaming Assets (whether or not replaced), and other business assets not located on or adjacent to a Facility, the disposition of which is not reasonably expected to materially affect the operations, condition (financial or otherwise) or prospects of the Borrower and Guarantors as a whole.

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“Non-Gaming Assets” means each Property that does not constitute a Gaming Asset.

“Note” means the promissory note substantially in the form of Exhibit A, issued to Lender pursuant to Section 2.7.

“Obligations” means all debts, liabilities, obligations, covenants and duties of the Borrower arising under each Loan Document to which it is a party, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including the Advances, interest on the Advances (including interest that accrues after the commencement of any proceeding under any Debtor Relief Laws by or against the Borrower), reimbursement obligations with respect to Letters of Credit and all other monetary obligations, including fees, costs, expenses and indemnities arising under any Loan Document and all renewals, extensions, or refundings of any of the foregoing.

“Participant” shall have the meaning given in Section 10.8.

“Participating Gaming Device” means any equipment directly used in a game of chance (a) which is not owned by the Borrower or any Guarantor and (b) in which the only interest of the Borrower or any Guarantor is a portion of the revenues derived therefrom, as established by contract with the owner or lessee of such equipment.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereof established under ERISA.

“Pension Plan” means any “employee pension benefit plan” that is subject to Title IV of ERISA and which is maintained for employees of the Borrower or any of their ERISA Affiliates, other than a Multiemployer Plan.

“Permits” means any and all actions, approvals, certificates, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights, registrations or licenses of or from any Governmental Authority (including any Gaming Agency).

“Permitted Indebtedness” means:

(a)           the Indebtedness (as defined the Senior Notes Indenture) permitted to be incurred under Section 4.10 of the Senior Notes Indenture, including, without limitation, all “Permitted Indebtedness” as defined in the Senior Notes Indenture;;

(b)           the Obligations and the Guarantor Obligations; and

(c)           Indebtedness under the Senior Notes.

“Permitted Liens” means (a) all Liens (as defined in the Senior Notes Indenture)  referred to in the definition of “Permitted Liens” in the Senior Notes

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Indenture, other than those Liens set forth in clauses (2), (3), and (4) of such Permitted Liens definition (and clause (25) to the extent referring to a “refinancing” (as defined in the Senior Notes Indenture) of any Indebtedness secured by Liens referred to in clauses (2), (3) or (4)); provided, however, that the foregoing limitation with respect to Liens set forth in clause (2) of such Permitted Liens definition (and clause (25) to the extent referring to a refinancing of Indebtedness secured by Liens referred to in clause (2)) shall not apply to Liens securing Indebtedness under any Credit Facility permitted pursuant to Section 4.10(a) of the Senior Notes Indenture or clauses (3) (not to exceed $15,000,000 in aggregate principal amount at any time outstanding except in the case of Permitted Indebtedness under such clause (3) incurred to finance the purchase of up to 2,000 slot machines for Seneca Buffalo Creek Casino, as to which such limitation shall not apply); provided, however, that if the principal amount of the Obligations shall be deemed or classified as Permitted Indebtedness under clause (3) of the Senior Notes Indenture, then the foregoing reference to $15,000,000 shall be deemed to refer to $65,000,000), (7) or (14) (but only to the extent Permitted Indebtedness under such clause (14) is incurred to finance the purchase of up to 2,000 slot machines for Seneca Buffalo Creek Casino) of Section 4.10(b) of the Senior Notes Indenture if such “Credit Facility” provides solely for a “FF&E Financing” and/or a “Capital Lease Obligation” (as each of the forgoing terms are defined in the Senior Notes Indenture), in each case secured solely by the assets being financed.  Lender shall release its Lien, if any, on all assets financed pursuant to any such Capital Lease or FF&E financing provided, that, such financing is secured by the assets financed; and (b) all Liens securing the Obligations and the Guarantor Obligations.

 “Person” means any entity, whether an individual, trustee, corporation, general partnership, limited partnership, limited liability company, limited liability partnership, joint stock company, trust, estate, unincorporated organization, business association, tribe, instrumentality, firm, joint venture, Governmental Authority, or otherwise.

“Policies of Insurance” means the insurance to be obtained and maintained by the Borrower throughout the term of this Agreement as provided in Section 4.3.

“Prime Rate” means at any time the rate of interest most recently reported in the “Money Rates” section (or any successor section) of The Wall Street Journal as the “National Average Prime Rate,” or if such rate is no longer published, the “prime rate” of the Lender, with the understanding that such interest rate is one of its base rates and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof after its announcement in such internal publication or publications as the Lender may designate. Each change in the Prime Rate will be effective on the day the change is announced by the Lender.

“Projections” has the meaning given in Section 6.1(c).

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“Property” means any interest (legal, beneficial or otherwise) in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Purchase-Money Obligation” means, a purchase-money obligation within the meaning of the Uniform Commercial Code as enacted in the State.

“Recourse” means that a creditor may, as a matter of law, have recourse to specified assets of the Borrower or any Guarantor in satisfaction of a claim, either before or after a judgment is obtained against the Borrower or Guarantor, because the Borrower or the Guarantor has waived its sovereign immunity with respect to such Claim and with respect to such specified assets, or granted a Lien as against such assets.

“Request for Letter of Credit” means an application for a Letter of Credit, in form and substance satisfactory to the Issuer.

“Requirement of Law” means, as to any Person, the constitution, the articles or certificate of incorporation and bylaws, the partnership agreement, the operating agreement and any related certificate of partnership, or other organizational or governing documents of such Person, and any Law, or judgment, order, award, decree, writ or determination of a Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Reserve Requirement” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to eight decimal places) in effect on such day, whether or not applicable to the Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The LIBOR Rate for each outstanding LIBOR Rate Funding shall be adjusted automatically as of the effective date of any change in the Reserve Requirement.

“Revolving Commitment” means $50,000,000, or such lesser sum to which the Revolving Commitment may be reduced.

“Securities” means any capital stock, share, voting trust certificate, bonds, debentures, notes or other evidences of indebtedness, limited partnership interests, ownership interests in any Person (however denominated) or any warrant, option or other right to purchase or acquire any of the foregoing.

“Security Agreement” means the Security Agreement dated the date hereof executed by the Borrower and the Guarantors in favor of the Lender.

“Security Documents” means, collectively, the Security Agreement, the Guaranty and each Control Agreement, and any other pledge agreement, security

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agreement, control agreement, or other similar instrument or agreement executed by Borrower or any Guarantor and delivered to the Lender to secure the Obligations and/or the Guarantor Obligations.

“Security Interest” means the Lien and security interest in the Collateral granted by the Borrower and the Guarantors to the Lender in the Security Agreement.

“Seneca Gaming Authority” means the Seneca Gaming Authority established by and referred to in the Gaming Ordinance.

“Senior Notes” means the senior notes issued under the Senior Notes Indenture.

“Senior Notes Indenture” means the Indenture dated as of May 5, 2004, among the Borrower, the Seneca Niagara Falls Gaming Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as trustee, as supplemented and in effect on the Closing Date.

“Senior Officer” means the President and CEO and Chief Operating Officer of the Borrower and each Guarantor or any other individual specifically authorized in a resolution adopted by the Board of Directors of the Borrower or a Guarantor to act on behalf of the Borrower or such Guarantor in connection with the Loan Documents; provided, that with respect to anyone so authorized, the Lender receives (i) an incumbency certificate which identifies such individual(s) and (ii) a copy of such resolution(s).  Each Senior Officer shall be conclusively presumed to be authorized to act on behalf of the Borrower or a Guarantor with respect to the transactions contemplated by the Loan Documents.

“Senior Secured Leverage Ratio” means, as of each Covenant Calculation Date, the ratio of (a) Total Senior Secured Funded Debt as of such date, to (b) EBITDA for the related Covenant Calculation Period.

“State” means the State of New York.

“State Gaming Officials” has the meaning ascribed thereto in the Compact.

“Subsidiary” means, as of any date of determination and with respect to any Person, any other corporation, limited liability company, general partnership, limited partnership, limited liability partnership, joint stock company, trust, unincorporated organization, business association, instrumentality, firm, joint venture, or other business entity (whether or not, in either case, characterized as such), whether now existing or hereafter organized, formed, created or acquired: (a) in the case of a corporation, of which a majority of the securities having ordinary voting power for the election of directors or other governing body (other than securities having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person and/or one or more Subsidiaries of such Person, or (b) in the case of a limited liability company, general partnership, limited partnership, limited

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liability partnership, joint stock company, trust, unincorporated organization, business association, instrumentality, firm, joint venture, or other business entity, of which a majority of the membership, partnership or other ownership interests are at the time beneficially owned by such Person and/or one or more of its Subsidiaries or the management of which is otherwise controlled, directly or indirectly, through one or more of such Persons.

“Taxes” shall have the meaning set forth in Section 2.9(a).

“Termination Event” means (a) a “reportable event” as defined in Section 4043 of ERISA (other than a reportable event that is not subject to the provision for 30 day notice to the PBGC), (b) the withdrawal of the Borrower or any of its ERISA Affiliates from a Pension Plan during any plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate a Pension Plan or the treatment of an amendment to a Pension Plan as a termination thereof pursuant to Section 4041 of ERISA, (d) the institution of proceedings to terminate a Pension Plan by the PBGC or (e) any other event or condition which might reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan.

“to the best knowledge of” means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Senior Officer of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) should have been known by the Person (or, in the case of a Person other than a natural Person, should have been known by a Senior Officer of that Person).

“Total Funded Debt” as of any date means the sum of (a) the then outstanding principal balance of the Advances, and (b) all obligations for borrowed money (regardless of priority or security), obligations under Capital Leases, obligations in respect of letters of credit or similar instruments, obligations in respect of amounts available for drawing under letters of credit and other similar instruments, and the aggregate amount drawn under letters of credit and such other instruments not then reimbursed, and Contingent Obligations, whether the foregoing are obligations of the Borrower or any Guarantor, but, as to all of the foregoing, only so long as the creditor or obligee thereof has Recourse to Gaming Assets; inclusive in each case of any direct or indirect liability or obligation (whether as the primary obligor or as a surety, and irrespective of whether the Borrower or any Guarantor is the nominal obligor with respect thereto).  For the avoidance of doubt, the Borrower’s distribution obligations under the Distribution Agreement and the Excluded Distributions shall not be deemed Recourse to the Gaming Assets.

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“Total Senior Secured Funded Debt” means Total Funded Debt that is secured by a security interest in any assets of the Borrower or any Guarantor not contractually subordinated to the Security Interest.

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Internal Revenue Code for the applicable plan year.

Section 1.2 GAAP. Unless otherwise indicated in this Agreement or any other Loan Document, all accounting terms used in this Agreement or any other Loan Document shall be construed, and all accounting and financial computations hereunder or thereunder shall be computed, in accordance with GAAP. If GAAP changes during the term of this Agreement such that any covenants contained herein would then be calculated in a different manner or with different components, the Borrower and the Lender agree to negotiate in good faith to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating the Borrower’s consolidated financial condition to substantially the same criteria as were effective prior to such change in GAAP; provided, however, that, until the Borrower and the Lender so amend this Agreement, all such covenants shall be calculated in accordance with GAAP as in effect immediately prior to such change.

Section 1.3 Headings. Headings in this Agreement and each of the other Loan Documents are for convenience of reference only and are not part of the substance hereof or thereof.

Section 1.4 Plural Terms. All terms defined in this Agreement or any other Loan Document in the singular form shall have comparable meanings when used in the plural form and vice versa.

Section 1.5 Time. All references in this Agreement and each of the other Loan Documents to a time of day means New York, New York time, unless otherwise indicated.

Section 1.6 Construction. This Agreement is the result of negotiations among, and has been reviewed by, the Borrower and the Lender and their respective counsel. Accordingly, this Agreement shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against the Borrower or the Lender.

Section 1.7 Calculation of Interest and Fees. All calculations of interest and fees under this Agreement and the other Loan Documents for any period (a) shall include the first day of such period and exclude the last day of such period and (b) shall be calculated on the basis of a year of 360 days for actual days elapsed.

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Section 1.8 References.

(a)                                  References in this Agreement to “Recitals,” “Sections,” “Exhibits” and “Schedules” are to recitals, sections, exhibits and schedules herein and hereto unless otherwise indicated.

(b)                                 References in this Agreement or any other Loan Document to any document, instrument or agreement (i) shall include all exhibits, schedules and other attachments thereto, (ii) shall include all documents, instruments or agreements issued or executed in replacement thereof if such replacement is permitted hereby, and (iii) means such document, instrument or agreement, or replacement or predecessor thereto, as amended, restated, modified, extended and supplemented from time to time and in effect at any given time if such amendment, restatement, modification, extension or supplement is permitted hereby.

(c)                                  References in this Agreement or any other Loan Document to any Law (i) shall include any successor Law, (ii) shall include all rules and regulations promulgated under such Law (or any successor Law), and (iii) means such Law (or successor Law) and such rules and regulations, as amended, modified, codified or reenacted from time to time and in effect at any given time.

(d)                                 References in this Agreement or any other Loan Document to any Person in a particular capacity (i) shall include any successors to and permitted assigns of such Person in that capacity and (ii) shall exclude such Person individually or in any other capacity.

Section 1.9 Other Interpretive Provisions. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document, as the case may be, as a whole and not to any particular provision of this Agreement or such other Loan Document, as the case may be. The words “include” and “including” and words of similar import when used in this Agreement or any other Loan Document shall not be construed to be limiting or exclusive. In the computation of periods of time from a specified date to a later specified date in this Agreement or any other Loan Document, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”.  In the event of any inconsistency between the terms of this Agreement and the terms of any other Loan Document, as between the Lender and the Borrower, the terms of this Agreement shall govern.

Section 1.10 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a roundup if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement.

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ARTICLE II

CREDIT FACILITY

Section 2.1 Revolving Loan Availability. On the terms and subject to the conditions set forth in this Agreement, the Lender agrees to make such revolving Advances to the Borrower from time to time during the period beginning on the Closing Date and ending on the Maturity Date as the Borrower may request under Section 2.2; provided, however, that the sum of (i) the Effective Amount plus (ii) the aggregate amount available for drawing under the outstanding Letters of Credit plus (iii) the aggregate amount of all unreimbursed draws with respect to all Letters of Credit, shall not exceed the then applicable Revolving Commitment.  Subject to the limitations set forth herein, Borrower may borrow, repay and reborrow under this Agreement without premium or penalty.

Section 2.2 Funding Requests.

(a)                                  Time of Request. To request an Advance, the Borrower shall complete and submit to the Lender a Funding Request by not later than 11:00, a.m. at least two Business Days before the date on which an Advance is to be made. No more than two Advances may be requested in any month (excluding any Advances made pursuant to Sections 2.6(d) or (i) or Sections 2.8(a) or (b)).