Exhibit 10.2
SENECA TERRITORY GAMING
CORPORATION
June 29, 2005
Michael D’Amato
Klewin Gaming & Hospitality, Inc.
40 Connecticut Avenue
Norwich, CT 06360
Re:
Letter of Agreement for Mutual
Termination of the Seneca Allegany Casino Agreement dated September
1, 2004
Ladies and Gentlemen:
The Seneca Territory Gaming
Corporation ( “STGC” ), a wholly owned
subsidiary of Seneca Gaming Corporation, a governmental
instrumentality of the Seneca Nation of Indians, and Klewin Gaming
& Hospitality, Inc. ( “Klewin” and
together with STGC, the “Parties” and
each a “Party” ) have mutually determined
to terminate the Agreement by and between STGC and Klewin dated
September 1, 2004 (the “Agreement” ), on
the terms set forth in this Letter of Agreement as
follows:
1. Termination . As of and on July 13, 2005 (the “
Termination Date” ), (a) the Agreement is, and
shall be deemed to be, terminated and shall have no further force
or effect except as set forth in Paragraphs 2 and 6 below,
(b) each of the Parties hereby releases and forever discharges the
other Party, and all of its affiliates, subsidiaries and successors
from all liability (including, but not limited to, all compensation
and payment obligations, claims, demands, damages, liabilities and
causes of action whatsoever, known or unknown, that such party has
or may have as a result of, or in connection with, events related
to or arising from the Agreement) except as set forth in
Paragraphs 2 and 6 below and (c) each Party hereby waives
the application of Article 12 of the Agreement to the termination
of the Agreement except as set forth in Paragraph 6 below
.
2. Survival and Continuation of Certain
Sections . Article
10 Dispute Resolution – Mediation and Arbitration and
Sections 11.1 and 11.6 of the Agreement shall be deemed to be part
of this Letter of Agreement as if set forth herein. Sections
11.4 and 11.5 shall survive the termination of the Agreement with
respect to any damages or liability arising out of or resulting
from performance of the Work on or prior to the Termination
Date.
3. Termination Payment . On the Termination Date, STGC will pay
to Klewin the amounts set forth on Schedule 1
hereto.
