**Exhibit 3.5**

 

**SECOND AMENDED AND RESTATED CHARTER**

 

**OF THE**

 

# **SENECA TERRITORYGAMING CORPORATION**

#  

**WHEREAS**, Section I of the Constitution of theSeneca Nation of Indians of 1848, as amended, vests the Legislative Authorityof the Seneca People in the Nation’s Tribal Council; and

 

**WHEREAS**, it is declared the policy of theNation to promote the welfare and prosperity of its members and to activelypromote, attract, encourage and develop economically sound commerce andindustry through governmental action for the purpose of preventing unemploymentand economic stagnation; and

 

**WHEREAS**, the Gaming industry is vitallyimportant to the economy of the Nation and the general welfare of its members;and

 

**WHEREAS,**the Nation by charter has created theSeneca Gaming Corporation for purposes of developing, financing, operating andconducting the business of Nation Gaming Facilities, as more fully set forth insuch charter; and

 

**WHEREAS,**the charter of the Seneca GamingCorporation grants to the Seneca Gaming Corporation the power, upon thedirection of the Council and in a manner consistent with the purposes of suchcharter, to exercise any or all of its powers through the control, operationand management of a subsidiary company or other entity created by or underauthority of the Nation for the purpose of developing, financing, operating andconducting the business of any one or

 

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more Nation Gaming Facility;and

 

**WHEREAS**, the SenecaGaming Corporation and the Nation desire to establish a separate legal entityfor purposes of developing, financing, operating and conducting the business ofany Nation Gaming Facility currently existing or to be established on theAllegany or Cattaraugus Territory, and further desires that such legal entityto be subject to the control, operation and management of the Seneca GamingCorporation; and

 

**WHEREAS**, the neednow arises to amend and restate the Amended and Restated Charter of the SenecaTerritory Gaming Corporation.

 

**NOW, THEREFORE**, the Nation’s Council, pursuantto its constitutional authority, does hereby grant this Second Amended andRestated Charter to re-create, re-appoint and re-constitute the SENECATERRITORY GAMING CORPORATION.

 

**1.****                                      Creationof Seneca Territory Gaming Corporation and Principal Place of Business**

 

By this Charter, the Nationcreates the Seneca Territory Gaming Corporation (the “Company”). The Companyshall have its principal place of business at the 310 4th Street,P.O. Box 77, Niagara Falls, New York 14303, or at such other location withinthe Nation’s territories that the Board of Directors of the Company shalldetermine.

 

**2.****                                      Purpose**

 

The Company is organized forthe purpose of developing, constructing, owning, leasing, operating, managing,maintaining, promoting and financing one or more Nation Gaming Facilities currentlyexisting or to be established on the Allegany or 

 

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Cattaraugus Territory, andengaging in any other lawful activity, subject to any limitations imposed byany contract, indenture or other instrument by which the Company is bound. TheNation intends that the Company shall assume all obligations, responsibilitiesand duties, and exercise all powers, of the Seneca Gaming Corporation to theextent applicable to any Territory Gaming Facility, subject to the control ofthe Seneca Gaming Corporation.

 

**3.****                                      Relation to Nation**

 

a.               TheCompany as the wholly-owned subsidiary of the Seneca Gaming Corporation shallconstitute a governmental instrumentality of the Nation, having autonomousexistence separate and distinct from the Nation.

 

b.              Forpurposes of taxation, civil jurisdiction and regulatory jurisdiction, theCompany as a wholly-owned subsidiary of the Seneca Gaming Corporation shall bedeemed a subordinate arm of the Nation and shall be entitled to all of theprivileges and immunities of the nation.

 

c.               TheCompany shall have no power to exercise any regulatory or legislative power;the Nation reserves from the Company all regulatory, legislative and othergovernmental power, including, but not limited to the power to grant, issue,revoke, suspend or deny licenses, conduct background investigations, and enactlegislation regulating Gaming on the territories of the Nation.

 

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**4.****                                      Definitions**

 

For purposes of this Charter,when capitalized, the following terms shall have the meanings respectivelyspecified---

 

a.               “Boardof Directors” shall mean the Board of Directors of the Company created by thisCharter.

 

b.              “Compact”shall mean the “Nation-State Gaming Compact Between The Seneca Nation ofIndians And The State Of New York, dated August 18, 2002.”

 

c.               “Company”shall mean the Seneca****TerritoryGaming Corporation, created by this Charter.

 

d.              “Councillors”shall mean the duly elected Councillors of the Nation.

 

e.               “Council”shall mean the duly elected legislative body of the Nation.

 

f.                 “Felony”shall mean only those offenses set forth under the Indian Major Crimes Act (18U.S.C. § 1153).

 

g.              “Gaming”shall mean to deal, operate, carry on, conduct, maintain or expose for play anygaming as contemplated in the Indian Gaming Regulatory Act.

 

h.              “ManagementContract” shall mean any contract, subcontract or collateral agreement betweenthe Company and a contractor or a contractor and a subcontractor if suchcontract or agreement provides for the management of all or a part of a NationGaming Facility.

 

i.                  “Nation”shall mean the Seneca Nation of Indians, a sovereign nation.

 

j.                  “NationEntity” shall mean any entity created or owned by the Nation for economic orgovernmental purposes and any entity which is directly or indirectly controlledby the Council. An entity shall be deemed controlled by the Council if amajority of persons serving on the body which governs the entity are chosen by 

 

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or are required to be Councillors and/or officers of the executivebranch of the Nation.

 

k.               “NationGaming Facility” shall mean any existing or future establishment of the Nation(i) in or upon which Gaming takes place, (ii) which is authorized and licensedunder applicable law, and (iii) which the Council designates for ownership,lease, development, construction, operation or management by the Company,including without limitation any Class III Gaming facilities established inaccordance with the Compact and any existing or future Class II Gamingfacilities.

 

l.                  “NationGaming Operation” shall have the meaning ascribed to such term in the Compact,and shall also mean the enterprise, business or entity operated or authorizedby the Nation to operate or conduct any form of Class II Gaming.

 

m.            “SenecaGaming Corporation or “SGC” shall mean the corporation chartered by the Nationon August 1, 2002, for the purpose of developing, constructing, owning,leasing, operating, managing, maintaining, promoting and financing NationGaming Facilities.

 

n.              “SGCBoard” shall mean the Board of Directors of the Seneca Gaming Corporation.

 

o.              “Obligations”shall mean any notes, bonds, interim certificates, debentures or otherevidences of indebtedness issued by the Company under this Charter.

 

p.              “Obligee”shall mean any holder of an Obligation, and any agent or trustee for any holderof any Obligation.

 

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q.              “TerritoryGaming Facility” shall mean any Nation Gaming Facility on the Allegany orCattaraugus Territory.

 

**5.****                                      Assets of Company**

 

The Company shall have onlythose assets of the Nation formally assigned or leased to it by the Council,the Seneca Gaming Corporation, or by a Nation Entity, together with whateverassets it acquires by other means as provided in this Charter. No activity ofthe Company nor any indebtedness incurred by it shall encumber, implicate or inany way involve assets of the Nation or another Nation Entity not assigned orleased in writing to the Company.

 

**6.****                                      Perpetual Succession**

 

The Company shall haveperpetual succession in its corporate name, provided, that the Councilshall review the Company’s operations at least every ten (10) years to assesswhether the Company continues to serve the interests of the Nation and itspeople.

 

**7.****                                      Ability to Sue and Be Sued**

 

a.               TheCouncil hereby gives its consent to allowing the Company, by resolution dulyadopted by the Board of Directors, to sue and to be sued in its corporate name,upon, or to submit to arbitration or alternative dispute resolution anycontroversy arising under, any contract, claim or obligation arising out of itsactivities under this Charter, provided, that such resolution shall besubject to the approval of 

 

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Council.  The Council alsoauthorizes the Company, by resolution duly adopted by the Board of Directors,to agree by contract to waive its immunity from suit, provided, thatsuch waiver shall be subject to the approval of Council.  Notwithstanding the foregoing, the Nationshall not be liable for the debts or obligations of the Company, and theCompany shall have no power to pledge or encumber the assets of the Nation.This action does not constitute a waiver of any immunity of the Nation or adelegation to the Company of the power to make such a waiver. The Company’sability to sue and be sued and to waive its immunity from suit shall at alltimes remain with the Board of Directors to be granted by duly adoptedresolution subject to the approval of Council.

 

b.              TheCompany, by resolution duly adopted by the Board of Directors and approved bythe Council, shall have the authority to consent (i) to the exercise ofjurisdiction over any suit or over the Company by the courts of any state, thefederal courts, the courts of the Nation or any other Indian Nation, or thecourts of any United States territory or foreign jurisdiction, and (ii) toarbitration or alternative dispute resolution. Such authority shall at alltimes remain with the Board of Directors to be granted by duly adoptedresolution subject to the approval of Council.

 

c.               Exceptas expressly provided in this section, the Nation by the adoption of thisCharter and the establishment of the Company is not waiving its sovereignimmunity in any respect or consenting to the jurisdiction of any court. Thissection shall be strictly construed with a view toward protecting Nation assetsfrom the reach of creditors and others.

 

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**8.****                                      Powers of Company**

 

a.               Itis the purpose and intent of this Charter to authorize the Company to do anyand all things necessary or desirable in connection with the financing,development, construction, ownership, lease, operation, management, maintenance,and promotion of one or more Territory Gaming Facilities, or in connection withany other authorized activities conducted by the Company, and to secure thefinancing and assistance necessary for such activities.

 

b.              TheTerritory Gaming Facilities shall be operated by the Company as provided inthis Charter.

 

c.               Subjectto the limitations set forth in this Charter and Nation law, the Board ofDirectors shall manage and have complete control over the conduct of Companyaffairs and shall have the full power to act for and bind the Company. Suchauthority shall be exercised pursuant to the bylaws of the Company and, whereappropriate, by duly adopted resolution.

 

d.              Subjectto the limitations set forth in this Charter and Nation law, the Company, byand through the Board of Directors acting on behalf of the Company, shall havethe following powers which it may exercise consistent with the purposes forwhich the Company was established:

 
| i. | to develop, construct, own, lease,  mortgage, operate, manage, promote and finance one or more Territory Gaming  Facilities, including expansions and |
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|   | enlargements thereof, including the power  to enter into leases and leasehold mortgages, provided, that prior to  engaging in any of the activities authorized by this subjection that require  a significant expenditure of Company resources that the Company submit a  comprehensive business plan to Council for its review and approval;                                      |
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|   |                                                                                                                                                                                                                                                                                                                                                                               |
| ii.    | if the Board of Directors determines it to  be in the best interests of the Company and the Nation, to terminate the  operation of any of the Territory Gaming Facilities and to dispose of,  demolish or abandon any facilities relating thereto, subject to the approval  of Council;                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| iii.   | to have a corporate seal, and alter the  seal, and use it by causing it or a facsimile to be affixed, impressed or  reproduced in any other manner;                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| iv.    | to adopt, amend or repeal bylaws, including  emergency bylaws, relating to the business of the Company, the conduct of its  affairs, its rights and powers and powers of its Board of Directors and  officers, subject to the review and approval of Council;                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| v.     | to elect or appoint officers, employees or  other agents of the Company, prescribe their duties and fix their compensation,  and indemnify members, officers, employees and agents;                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                               |
| vi.    | to enter into, make, perform and carry out,  cancel and rescind contracts, agreements and understandings for any lawful  purpose pertaining to its business with any Nation, federal, state or local  governmental agency or with any person, partnership, limited partnership,  corporation, limited liability company, Indian Nation, Nation Entity, or  other entity, provided, |

 

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|   | that any such contracts, agreements or  understandings with any government or government agency or entity shall be  subject to the approval of Council;                                                                                                                                                                                                                                                                                                                                                                              |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| vii.   | to enter into, make, perform and carry out,  cancel and rescind any Management Contract, subject to the approval of Council;                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| viii.  | to lease property from the Nation, the  Seneca Gaming Corporation, a Nation Entity or others for such periods as are  authorized by law, and to hold, mortgage, manage or sublease the same; provided,  however, that nothing herein shall be construed to include, and the  Company shall not have, any power to grant or permit or purport to grant or  permit any right, lien, encumbrance or interest in or on any real property  within Nation territories unless pursuant to a lease, authorized and approved  by the Council; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ix.    | to give guarantees and incur liabilities, provided,  that significant guarantees or liabilities shall be subject to the approval  of Council;                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| x.     | to lend money to any subsidiary or parent  corporation subject to the approval of Council, invest and reinvest funds,  and take and hold the Company’s real and personal property as security for  the payment of funds so loaned or invested;                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| xi.    | subject to the provisions of this Charter,  to obtain financing and refinancing, to borrow money at rates of interest as  the Company may determine, to issue temporary or long term indebtedness and  to repay the same;                                                                                                                                                                                                                                                                                                            |

 

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| xii.   | subject to the provisions of this Charter,  to mortgage or pledge assets and receipts of the Company as security for  debts;                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| xiii.  | to agree to any conditions attached to  federal, state or local financial assistance;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| xiv.   | to purchase, receive, take by grant,  devise, bequest or otherwise, lease or otherwise acquire, own, hold, improve,  employ, use, and otherwise enjoy all powers necessary or appropriate to deal  in and with, real and personal property, or an interest in real or personal  property, wherever situated, provided, that purchases of real property  and significant expenditures of personal property shall be subject to the  approval of Council;                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| xv.    | subject to the provisions of this Charter,  to sell, convey, lease, exchange, transfer or otherwise dispose of, or  mortgage or pledge, or create a security interest in any of its property or  an interest in its property, wherever situated; provided, however,  that nothing herein shall be construed to include, and the Company shall not  have, any power to grant or permit or purport to grant or permit any right,  lien, encumbrance or interest in or on any real property within the Nation  unless pursuant to a lease, authorized and approved by the Council; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| xvi.   | to purchase, take, receive, subscribe for,  or otherwise acquire, own, hold, vote, employ, sell, lend, lease, exchange,  transfer or otherwise dispose of, pledge, use and otherwise deal in and with,  bonds and other obligations, shares or other securities or interests issued  by others, whether engaged in similar or different business, governmental, or  other activities, including                                                                                                                                                                                 |

 

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|   | banking corporations and trust companies,  subject to the approval of Council;                                                                                                                                                                                                                                                                                      |
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|   |                                                                                                                                                                                                                                                                                                                                                                |
| xvii.  | to employ contractors, consultants,  attorneys and accountants, provided, that the Company shall not engage in any  efforts to politically influence any Indian nation, federal, state, or local  government or their officials;                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                |
| xviii. | to employ, discipline and discharge  employees and establish personnel policies and terms and conditions of  employment;                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                |
| xix.   | to undertake and carry out studies and  analyses of any facility currently existing or to be established on the  Allegany or Cattaraugus Territory;                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                |
| xx.    | to establish procedures for resolving  disputes between the Gaming public and any Territory Gaming Facility or any management  contractor, and to establish and implement any such procedures that may be  required to be established and implemented with respect to operation of any  Territory Gaming Facility in accordance with the Compact or applicable law; |
|   |                                                                                                                                                                                                                                                                                                                                                                |
| xxi.   | to purchase insurance from any stock or  mutual company for any property or against any risk or hazards;                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                |
| xxii.  | to establish and maintain such bank  accounts as may be necessary or convenient;                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                |
| xxiii. | to participate with others in any  corporation, partnership, limited partnership, limited liability company, or  other association of any kind, or in any transaction, undertaking, or  agreement which the Company would have power to conduct by itself, subject to  the approval of Council;                                                                     |

 

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| xxiv.   | subject to the provisions of this Charter,  to allow the Company to sue and be sued in its corporate name, upon any  contract, claim or obligation arising out of its activities under this  Charter and to agree by contract to waive its immunity from suit;                                                                                              |
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|    |                                                                                                                                                                                                                                                                                                                                                        |
| xxv.    | subject to the provisions of this Charter,  to consent to the exercise of jurisdiction over any suit or over the Company  by the courts of any state, the federal courts, the courts of the Nation or  any other Indian Nation, or the courts of any United States territory or  foreign jurisdiction, or to arbitration or alternative dispute resolution; |
|    |                                                                                                                                                                                                                                                                                                                                                        |
| xxvi.   | to utilize, with the consent of the  President of the Nation, the agents, employees and facilities of the Nation  for in-kind services, paying the Nation mutually agreed upon share of the  costs for said in-kind services;                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                        |
| xxvii.  | solely with respect to any Territory Gaming  Facility, to act as, and to exercise all rights and perform all obligations  of, the Nation Gaming Operation;                                                                                                                                                                                                  |
|    |                                                                                                                                                                                                                                                                                                                                                        |
| xxviii. | to take such further specific actions as  the Board of Directors may deem necessary to effectuate any or all of the  purposes for which the Company is organized; and                                                                                                                                                                                       |
|    |                                                                                                                                                                                                                                                                                                                                                        |
| xxix.   | to enjoy the sovereign immunity of the  Nation, to the same extent as the Nation, provided that the actions of the  Company or any of its officials, employees, or duly authorized agents are  authorized by the provisions of this Charter.                                                                                                                |

 

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**9.****                                      Management of the Company**

 

a.               Thereis hereby established a Board of Directors of the Company, the purpose of whichis to carry out the duties and powers of the Company as set forth in thisCharter.

 

b.              Thereshall be no less than four (4) nor more than seven (7) members of the Board,not less than five (5) of whom shall be enrolled Senecas.  No Councillor may serve on the Board, norshall any Company employee or any person with an economic interest in any ofthe Company’s activities. Board members shall constitute “public officials” forpurposes of the Nation Ethics Law.

 

c.               TheCouncil shall appoint all members of the Board of Directors of the Company.Vacancies shall also be filled by Council appointment. An appointment of aBoard member shall take effect from the date and time at which the Counciladopts the resolution authorizing such appointment.

 

d.              AnyBoard candidate who is at least twenty-one years old, who has earned at least ahigh school diploma or equivalent, and who shall not have been convicted of aFelony, is eligible to serve as a member of the Board.

 

e.               AnySGC Board member may contemporaneously serve as a member of the Board of theCompany, if so appointed.

 

f.                 Boardmembers shall serve for a term of three (3) years, provided, however,that of the initial Board, four (4) members shall be appointed to serve a termof three (3) years, two (2) members shall be appointed to serve a term of two(2) years, 

 

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and one (1) member shall be appointed to serve a term of one (1) year fromthe date of appointment by the SGC Board.

 

g.              TheCouncil, upon the recommendation of a majority of the Board, may remove a Boardmember for cause. The Council, upon its own initiative, may remove Board memberfor cause upon the affirmative vote of at least ten (10) Councillors.

 

**10.****                               Operation of Company**

 

a.               TheCompany shall conduct business pursuant to bylaws consistent with this Charterand adopted by the Board of Directors, subject to the approval of Council.

 

b.              TheCompany may have such officers and committees as the bylaws may provide.

 

c.               TheCompany shall establish such departments and employ such personnel, andotherwise shall operate, as required under the Compact and/or other applicablelaw.

 

d.              TheBoard of Directors shall meet as often as necessary to conduct its business,but no less frequently than monthly. All meetings shall be held at either theAllegany or Cattaraugus Territory.  Four(4) members of the Board of Directors shall constitute a quorum for thetransaction of business. An action taken or approved by at least four (4) ofthe Board members present at a meeting at which a quorum is present shall benecessary to constitute an official act of the Company. The Board of Directorsshall keep complete and accurate records of all meetings and actions taken.

 

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e.               TheBoard of Directors shall keep full and accurate financial records, makeperiodic reports to the SGC Board and submit a complete annual report, inwritten form, to the SGC Board as required by the provisions of this Charter.

 

f.                 Themembers of the Board of Directors may receive a stipend for their services asprovided in the bylaws, and shall be reimbursed for actual expenses incurred inthe discharge of their duties, including necessary travel expenses. In no eventshall compensation be based on the profitability of Gaming operations.

 

**11.****                               Obligations**

 

a.               TheCompany may obtain financing and issue Obligations from time to time subject tothe approval of Council for any of its purposes and may also refinance andissue refunding obligations for the purpose of paying or retiring Obligationsas it may determine, including Obligations on which the principal and interestare payable:

 
| i.     | exclusively from the income and revenues of  the Territory Gaming Facility financed with the proceeds of such Obligations,  or with such income and revenues together with a grant or subsidy from the  federal, state or Nation government in aid of such establishment or  development; or |
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|   |                                                                                                                                                                                                                                                                                         |
| ii.    | from its revenues generally.                                                                                                                                                                                                                                                                 |

 

b.              Neitherthe members of the Board of Directors nor any person executing the Obligationsshall be liable personally on the Obligations by reason of issuance thereof.

 

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c.               Unlessa written consent has been obtained from the applicable party, the Obligationsof the Company shall not be a debt of the Nation or of the Seneca GamingCorporation or any other Nation-chartered Gaming corporation, and theObligations shall explicitly so state on their face.

 

d.              Obligationsof the Company may be in negotiable form.

 

e.               Inconnection with the issuance of Obligations and to secure the payment of suchObligations, the Company, subject to the limitations in this Charter and therequirements of the Compact, may;

 
| i.     | pledge all  or any part of the gross fees or revenues of the Company to which its rights  then exist or may thereafter come into existence;                                                                                                                                                                            |
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|   |                                                                                                                                                                                                                                                                                                                   |
| ii.    | provide for  the powers and duties of Obligees and limit their liabilities; and provide  the terms and conditions on which such Obligees may enforce any covenant or  rights securing or relating to the Obligations;                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                   |
| iii.   | covenant  against pledging all or any part of the fees and revenues of the Company or  against mortgaging any or all of the real or personal property of the Company  to which its title or right then exists or may thereafter come into existence  or permitting or suffering any lien on such revenues or property; |
|   |                                                                                                                                                                                                                                                                                                                   |
| iv.    | covenant  with respect to limitations on the right of the Company to sell, lease or  otherwise dispose of the Territory Gaming Facility or any part thereof;                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                   |
| v.     | covenant as  to what other or additional debts or obligations may be incurred by it;                                                                                                                                                                                                                                   |

 

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| vi.    | covenant as  to the Obligations to be issued and as to the issuance of such Obligations in  escrow or otherwise, and as to the use and disposition of the proceeds  thereof;                                                                                             |
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|   |                                                                                                                                                                                                                                                                     |
| vii.   | provide for  the replacement of lost, destroyed or mutilated Obligations;                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                     |
| viii.  | covenant  against extending time for the payment of its Obligations or interest  thereon;                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                     |
| ix.    | redeem the  Obligations and covenant for their redemption and provide for the terms and  conditions thereof;                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                     |
| x.     | covenant  concerning any fees to be charged in the operation of any Territory Gaming  Facility, the amount to be raised each year or other period of time by such  fees and other revenues, and as to the use and disposition to be made  thereof;                       |
|   |                                                                                                                                                                                                                                                                     |
| xi.    | create or  authorize the creation of special funds for monies held for construction,  development or operating costs, debt service, reserve or other purposes, and  covenant as to the use and disposition of the monies held in such funds;                             |
|   |                                                                                                                                                                                                                                                                     |
| xii.   | prescribe  the procedure, if any, by which the terms of any contract with holders of  Obligations may be amended or abrogated, the proportion of outstanding  Obligations the holders of which must consent thereto, and the manner in  which such consent may be given; |
|   |                                                                                                                                                                                                                                                                     |
| xiii.  | covenant as  to the use, maintenance and replacement of the real and personal property of  the Company, the insurance to be carried thereon and the use and disposition  of insurance proceeds;                                                                          |

 

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| xiv.   | covenant as  to the rights, liabilities, powers and duties arising upon the breach by it  of any covenant, condition or obligation;                                                                                                                                                                  |
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|   |                                                                                                                                                                                                                                                                                                 |
| xv.    | covenant and  prescribe as to events of default and terms and conditions upon which any or  all of its Obligations become or may be declared due before maturity, and as  to the terms and conditions upon which such declaration and its consequences  may be waived;                               |
|   |                                                                                                                                                                                                                                                                                                 |
| xvi.   | vest in any  Obligees or any proportion of them the right to enforce the payment of  Obligations or any covenant securing or relating to the Obligations;                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                 |
| xvii.  | exercise all  or a part or a combination of the powers granted in this section;                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                 |
| xviii. | make  covenants other than and in addition to the covenants expressly authorized in  this section, of like or different character;                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                 |
| xix.   | make any  covenants and do any acts and things necessary or convenient or desirable in  order to secure its Obligations, or, in the absolute discretion of the  Company, tending to make the Obligations more marketable although the  covenants, acts or things are not enumerated in this section; |
|   |                                                                                                                                                                                                                                                                                                 |
| xx.    | pledge,  mortgage or grant a security interest in all or any part of the assets of the  Company; and                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                 |
| xxi.   | waive,  conditionally, or unconditionally, the sovereign immunity of the Company;                                                                                                                                                                                                                    |

 

provided, however, that nothing hereinshall be construed to include, and the Company shall not have, any power towaive any of the privileges or immunities of 

 

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the Nation, toborrow or lend money on behalf of the Nation, or to grant or permit or purportto grant or permit any right, lien, encumbrance or interest in or on any of theassets of the Nation.

 

**12.****                               Reports to the SGC Board**

 

a.               TheBoard of Directors shall prepare and submit to the SGC Board within thirty (30)days after the close of each quarter a quarterly report, signed by the BoardChairperson and the Chairperson of the Board Finance Committee, showing:

 
| i.     | a summary of the quarter’s activities;                                         |
|--------|-------------------------------------------------------------------------------------|
|   |                                                                                |
| ii.    | the financial condition of the Company and  of each Territory Gaming Facility;      |
|   |                                                                                |
| iii.   | any significant problems and accomplishments;                                       |
|   |                                                                                |
| iv.    | plans for the following quarter; and                                                |
|   |                                                                                |
| v.     | such other information as the Board of  Directors or the SGC Board deems pertinent. |

 

b.              TheBoard of Directors shall prepare and submit to the SGC Board within sixty (60)days after the close of each fiscal year an annual report, signed by the BoardChairperson and the Chairperson of the Board Finance Committee, showing;

 
| i.     | a summary of the fiscal year’s activities;                                                                                                                                                     |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                |
| ii.    | the complete financial condition of the  Company and of each Territory Gaming Facility including a detailed report  outlining the operations of the Company and of each Territory Gaming  Facility; |
|   |                                                                                                                                                                                                |
| iii.   | any significant problems and  accomplishments;                                                                                                                                                      |

 

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| iv.    | plans for the following fiscal year; and                                            |
|--------|-------------------------------------------------------------------------------------|
|   |                                                                                |
| v.     | such other information as the Board of  Directors or the SGC Board deems pertinent. |

 

**13.****                               Finances and Accounting**

 

a.               Thefiscal year of the Company shall be the fiscal year of the Nation.

 

b.              TheBoard of Directors shall establish and install an accounting system (i) inconformity with accounting principles generally accepted in the Gamingindustry, and (ii) necessary and advisable, in the reasonable discretion of theBoard of Directors, in order to manage the assets of the Company and the Gamingassets of the Nation. Such accounting system shall insure the availability ofinformation to the extent and in such form as may be necessary to comply withthe Compact, and/or with applicable Nation and federal regulatory requirements.

 

c.               Theaccounts and records of the Company shall be audited at the close of eachfiscal year in accordance with the provisions of the Indian Gaming RegulatoryAct and the regulations of the National Indian Gaming Commission and, to theextent applicable, the Compact. Copies of such audit reports shall be furnishedto the Council.

 

d.              TheCompany shall establish a “System of Internal Controls” for purposes of, and asdefined in, the Compact and/or other applicable law.

 

e.               Thebooks, records and property of the Company shall be available for inspection atall reasonable times by authorized representatives of the Nation.

 

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**14.****                               Indemnification**

 

a.               TheCompany shall (i) indemnify, save and hold harmless the Nation and its agentsand employees from any and all claims arising out of its activities, (ii)defend at its own cost and expense any action or proceeding commenced for thepurpose of asserting any claim arising out of its activities, and (iii)reimburse any expense which may be incurred by the Nation to defend any suchclaim until the Company assumes such defense; provided, however,that the Nation shall have the right, but not the obligation, to participate,at the Company’s expense, in any settlement, compromise or litigation thereofthrough counsel of its own choice and shall have the right to direct andcontrol the negotiations, settlement and litigation if the same shall have adirect effect upon the Nation.

 

b.              TheCompany shall indemnify, save and hold harmless the Board members and officersof the Company and of the SGC, or any person acting at their officialdirection, if any one of them is a party or is threatened to be made a party toany threatened, pending or completed action or proceeding, whether civil,criminal, administrative or investigative, by reason of the fact that he or sheis or was a member of the SGC Board or the Company Board, or officer, or personacting at their official direction, against expenses (including attorneys’fees), judgments, fines and amounts paid in connection with such action, suitor proceeding, if such person had no reasonable cause to believe that his orher conduct was unlawful or otherwise improper; provided, however,that no indemnification shall be made for which such person shall have beenadjudged to be liable for willful misconduct or a violation of the criminal lawin the performance of such person’s duty to the 

 

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Company, unless, and then only to the extent that, the court in whichsuch action or suit is brought shall determine upon application that, despitethe adjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expense assuch court shall deem proper.

 

**15.****                               Bond**

 

The Board of Directors, onbehalf of and in the name of the Company, shall obtain or provide for theobtaining of adequate fidelity bond coverage of its officers, agents, oremployees handling cash or authorized to sign checks or certify vouchers.

 

**16.****                               Judgment Proof Property**

 

All propertyincluding funds acquired or held by the Company pursuant to this Charter shallbe exempt from levy and sale by virtue of an execution, and no execution orother judicial process shall issue against the same nor shall any judgmentagainst the Company be a charge or lien upon such property. However, theprovisions of this section shall not apply to or limit the right of lenders orObligees to pursue any remedies for the enforcement of any pledge or lien givenby the Company on its fees or revenues, nor to any explicit waiver of immunityspecifically subjecting Company property to levy, execution or judicial processwhich is contained in a contract and approved by resolution of the Board ofDirectors as provided in this Charter.

 

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**17.****                               Dissolution or Liquidation**

 

a.               Inthe event of the dissolution or final liquidation of the Company, none of theproperty of the Company nor any proceeds thereof shall be distributed to ordivided among any of the directors or officers of the Company or inure to thebenefit of any individual.

 

b.              Afterall liabilities and obligations of the Company have been paid, satisfied anddischarged, or adequate provision made therefor, all remaining property andassets of the Company shall be distributed to the Nation or, at the Nation’sdirection, to one or more organizations designated pursuant to a plan ofdistribution.

 

**18.****                               Amendment**

 

This Chartermay be amended within the first sixty (60) days if its adoption by a majorityvote of the Council; provided, however, that thereafter noprovision of this Charter may be amended unless the Council shall have twiceapproved such amendment by twelve (12) votes of the Councillors at two (2)separate sessions of the Council convened no less than one (1) week apart.

 

**19.****                               Severability**

 

If anyprovision of this Charter is held invalid, the remainder of the provisions ofthis Charter shall not be affected.

 

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**20.****                               Effective Date**

 

ThisCharter shall be effective on December 20, 2004.

 

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