EXHIBIT 4.5(c)
AMENDMENT TO
SECOND AMENDED & RESTATED
DEVELOPMENT SERVICES AGREEMENT
THIS AMENDMENT TO SECOND
AMENDED & RESTATED DEVELOPMENT SERVICES AGREEMENT is made
as of the 19 th day of October, 2004, by and among the
Stockbridge-Munsee Band of Mohican Indians of Wisconsin, a
federally recognized Indian tribe (hereafter referred to as the
“Tribe”), the Stockbridge-Munsee Tribal Gaming
Authority, an instrumentality of the Tribe, (hereinafter referred
to as the “Authority”), Trading Cove New York, LLC, a
Delaware limited liability company (hereinafter referred to as the
“Developer”), Kerzner International North
America, Inc., (formerly Sun International North
America, Inc.) a Delaware corporation (hereinafter referred to
as “KINA”) and Waterford Gaming Group, LLC, a Delaware
limited liability company (hereinafter referred to as
“Waterford”). KINA and Waterford are hereinafter
collectively referred to as the “Developer
Guarantors.”
WHEREAS, the Tribe, the Authority,
the Developer and the Developer Guarantors entered into a Second
Amended & Restated Development Services Agreement dated
February 6, 2002 (the “Second Amended Agreement”);
and
WHEREAS, the parties desire to amend
the Second Amended Agreement as herein set forth;
NOW, THEREFORE, in consideration of
the mutual covenants, conditions and promises herein contained, the
receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1.&
