**Exhibit 3.7**

 

**SECOND AMENDED AND RESTATEDCHARTER**

 

**OF THE**

 

# **SENECA ERIE GAMINGCORPORATION**

 

**WHEREAS**, Section Iof the Constitution of the Seneca Nation of Indians of 1848, as amended, veststhe Legislative Authority of the Seneca People in the Nation’s Tribal Council;and

 

**WHEREAS**, it isdeclared the policy of the Nation to promote the welfare and prosperity of itsmembers and to actively promote, attract, encourage and develop economicallysound commerce and industry through governmental action for the purpose ofpreventing unemployment and economic stagnation; and

 

**WHEREAS**, the Gamingindustry is vitally important to the economy of the Nation and the generalwelfare of its members; and

 

**WHEREAS**, the Nationby charter has created the Seneca Gaming Corporation for purposes ofdeveloping, financing, operating and conducting the business of Nation GamingFacilities, as more fully set forth in such charter; and

 

**WHEREAS**, the charterof the Seneca Gaming Corporation grants to the Seneca Gaming Corporation thepower, upon the direction of the Council and in a manner consistent with thepurposes of such charter, to exercise any or all of its powers through thecontrol, operation and management of a subsidiary company or other entitycreated by or under authority of the Nation for the purpose of developing,financing, operating and conducting the business of any one or more NationGaming Facility; and

 

----

 

**WHEREAS**, the Nationdesires to establish a separate legal entity for purposes of developing,financing, operating and conducting the business of the Nation Gaming Facilityto be established on Nation territory within the exterior boundaries of ErieCounty pursuant to the terms of the Nation-State Gaming Compact between theNation and the State of New York, and further desires that such legal entity tobe 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 SENECAERIE GAMING CORPORATION.

 

**NOW, THEREFORE**, theNation’s Council, pursuant to its constitutional authority, does hereby grantthis Second Amended and Restated Charter to re-create, re-appoint andre-constitute the SENECA ERIE GAMING CORPORATION.

 

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

 

By this Charter, the Nation creates the Seneca Erie Gaming Corporation(the “Company”). The Company shall have its principal place of business at theWilliam Seneca Administration Building, 1490 Route 438, Cattaraugus Reservation,Irving, New York 14081, or at such other location within the Nation’sterritories that the Board of Directors of the Company shall determine.

 

**2.****                                      Purpose**

 

The Company is organized for the purpose of developing, constructing,owning, leasing, operating, managing, maintaining, promoting and financing aNation Gaming Facility to be established on Nation territory within theexterior boundaries of Erie County pursuant

 

2

----

 

to the terms of the Compact, and engaging in any other lawful activity,subject to any limitations imposed by any contract, indenture or otherinstrument by which the Company is bound. The Nation intends that the Companyshall assume all obligations, responsibilities and duties and exercise allpowers, of the Seneca Gaming Corporation to the extent applicable to the ErieGaming Facility, subject to the control of the Seneca Gaming Corporation.

 

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

 

a.               The Company shall constitute agovernmental instrumentality of the Nation, having autonomous existenceseparate and distinct from the Nation.

 

b.              For purposes of taxation, civiljurisdiction and regulatory jurisdiction, the Company shall be deemed asubordinate arm of the Nation and shall be entitled to all of the privilegesand immunities of the nation.

 

c.               The Company shall have no power toexercise any regulatory or legislative power; the Nation reserves from theCompany all regulatory, legislative and other governmental power, including,but not limited to the power to grant, issue, revoke, suspend or deny licenses,conduct background investigations, and enact legislation regulating Gaming onthe territories of the Nation.

 

**4.****                                      Definitions**

 

For purposes of this Charter, when capitalized, the following termsshall have the meanings respectively specified—

 

3

----

 

a.               “Board of Directors” shall mean theBoard of Directors of the Company created by this Charter.

 

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

 

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

 

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

 

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

 

f.                 “Erie Gaming Facility” shall mean anyNation Gaming Facility established on Nation territory within the exteriorboundaries of Erie County pursuant and subject to the terms of the Compact.

 

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

 

h.              “Gaming” shall mean to deal, operate,carry on, conduct, maintain or expose for play any gaming as contemplated inthe Seneca Nation of Indians Class III Gaming Ordinance of 2002 or the IndianGaming Regulatory Act.

 

i.                  “Management Contract” shall mean anycontract, subcontract or collateral agreement between the Company and acontractor or a contractor and a subcontractor if such contract or agreementprovides for the management of all or a part of a Nation Gaming Facility.

 

j.                  “Nation” shall mean the Seneca Nationof Indians, a sovereign nation.

 

k.               “Nation Entity” shall mean any entitycreated or owned by the Nation for economic or governmental purposes and anyentity which is controlled by the Council. An

 

4

----

 

entity shall be deemed controlled by the Council if a majority ofpersons serving on the body which governs the entity are chosen by or arerequired to be Councillors.

 

l.                  “Nation Gaming Facility” shall meanany existing and future establishment of the Nation (i) upon which Gaming takesplace, (ii) which is authorized and licensed under applicable law, and (iii)which the Council designates for ownership, lease, development, construction,operation or management by the Company, including without limitation any ClassIII Gaming facilities established in accordance with the Compact.

 

m.            “Nation Gaming Operation” shall have themeaning ascribed to such term in the Compact.

 

n.              “Seneca Gaming Corporation” or “SGC”shall mean the corporation chartered by the Nation on August 1, 2002, forthe purpose of developing, constructing, owning, leasing, operating, managing,maintaining, promoting and financing Nation Gaming Facilities

 

o.              “SGC Board” shall mean the Board ofDirectors of the Seneca Gaming Corporation..

 

p.              “Obligations” shall mean any notes,bonds, interim certificates, debentures or other evidences of indebtednessissued by the Company under this Charter.

 

q.              “Obligee” shall mean any holder of anObligation, and any agent or trustee for any holder of any Obligation.

 

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

 

The Company shall have only those assets of the Nation formallyassigned or leased to it by the Council or by a Nation Entity, together withwhatever assets it acquires by other

 

5

----

 

means as provided in this Charter. No activity of the Company nor anyindebtedness incurred by it shall encumber, implicate or in any way involve assetsof the Nation or another Nation Entity not assigned or leased in writing to theCompany.

 

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

 

The Company shall have perpetual succession in its corporate name, provided,that the Council shall review the Company’s operations at least every ten (10)years to assess whether the Company continues to serve the interests of theNation and its people.

 

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

 

a.               The Council hereby gives its consent toallowing the Company, by resolution duly adopted by the Board of Directors, tosue and to be sued in its corporate name, upon, or to submit to arbitration oralternative dispute resolution any controversy arising under, any contract,claim or obligation arising out of its activities under this Charter, provided,that such resolution shall be subject to the approval of Council.  The Council also authorizes the Company, byresolution duly adopted by the Board of Directors, to agree by contract towaive its immunity from suit, provided, that such waiver shall be subjectto the approval of Council. Notwithstanding the foregoing, the Nation shall not be liable for thedebts or obligations of the Company, and the Company shall have no power topledge or encumber the assets of the Nation. This action does not constitute a waiverof any immunity of the Nation or a delegation to the Company of the power tomake such a waiver. The Company’s ability to sue and be sued and to waive itsimmunity from suit shall at all times remain with the Board

 

6

----

 

of Directors to be granted by duly adopted resolution subject to theapproval of Council.

 

b.              The Company, by resolution duly adoptedby the Board of Directors and approved by the Council, shall have the authorityto consent (i) to the exercise of jurisdiction over any suit or over theCompany by the courts of any state, the federal courts, the courts of theNation or any other Indian Nation, or the courts of any United States territoryor foreign jurisdiction, and (ii) to arbitration or alternative disputeresolution. Such authority shall at all times remain with the Board ofDirectors to be granted by duly adopted resolution subject to the approval ofCouncil.

 

c.               Except as expressly provided in thissection, the Nation by the adoption of this Charter and the establishment ofthe Company is not waiving its sovereign immunity in any respect or consentingto the jurisdiction of any court. This section shall be strictly construedwith a view toward protecting Nation assets from the reach of creditors andothers.

 

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

 

a.               It is the purpose and intent of thisCharter to authorize the Company to do any and all things necessary ordesirable in connection with the financing, development, construction,ownership, lease, operation, management, maintenance, and promotion of the ErieGaming Facilities, or in connection with any other authorized activitiesconducted by the Company, and to secure the financing and assistance necessaryfor such activities.

 

7

----

 

b.              The Erie Gaming Facility shall beoperated by the Company as provided in this Charter.

 

c.               Subject to the limitations set forth inthis Charter and Nation law, the Board of Directors shall manage and havecomplete control over the conduct of Company affairs and shall have the fullpower to act for and bind the Company. Such authority shall be exercisedpursuant to the bylaws of the Company and, where appropriate, by duly adoptedresolution.

 

d.              Subject to the limitations set forth in thisCharter and Nation law, the Company, by and through the Board of Directorsacting on behalf of the Company, shall have the following powers which it mayexercise consistent with the purposes for which the Company was established:

 
| i.     | to develop, construct, own, lease, mortgage, operate, manage, promote  and finance the Erie Gaming Facility, including expansions and 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 subsection that  require a significant expenditure of Company resources that the Company  submit a comprehensive business plan to Council for its review and approval; |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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 the Erie Gaming  Facility and to dispose of, demolish or abandon any facilities relating  thereto, subject to the approval of Council;                                                                                                                                                                                                                 |

 

8

----

 
| 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  Company or with any person, partnership, limited partnership, corporation,  limited liability company, Indian Nation, Nation Entity, or other entity, provided,  that any such contracts, agreements or understandings with any government or  government agency shall be subject to the approval of Council; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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, 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                                                                                                                                                                                                                           |

 

9

----

 
|   | 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 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;                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| xii.   | subject to the provisions of this Charter, to mortgage or pledge  assets and receipts of the Company as security for debts;                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 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                                                                                                                                                                                                                                                                                            |

 

10

----

 
|   | 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 banking corporations and trust companies, subject to  the approval of Council; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 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 the Erie Gaming  Facility;                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| xx.    | to establish procedures for resolving disputes between the Gaming  public and the Erie 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 the Erie Gaming  Facility in accordance with the Compact or applicable law;                                                                                                                      |

 

11

----

 
| 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;                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                        |
| 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;                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                        |
| 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 the Erie Gaming Facility, to act as, and to  exercise all rights and perform all obligations of, the Nation Gaming  Operation;                                                                                                                                                                                                       |

 

12

----

 
| 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 its  officials, employees, or duly authorized agents are authorized by the  provisions of this Charter. |

 

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

 

a.               There is hereby established a Board ofDirectors of the Company, the purpose of which is to carry out the duties andpowers of the Company as set forth in this Charter.

 

b.              There shall be no less than four (4) normore than seven (7) members of the Board, not less than five (5) of whom shallbe enrolled Senecas.  No Councillor mayserve on the Board, nor shall any Company employee or any person with aneconomic interest in any of the Company’s activities.  Board members shall constitute “publicofficials” for purposes of the Nation Ethics Law.

 

c.               The Council shall appoint all members ofthe Board of Directors of the Company. Vacancies shall also be filled byCouncil appointment. An appointment of a Board member shall take effect fromthe date and time at which the Council adopts the resolution authorizing suchappointment.

 

13

----

 

d.              Any Board candidate who is at leasttwenty-one years old, who has earned at least a high school diploma orequivalent, and who shall not have been convicted of a Felony, is eligible toserve as a member of the Board.

 

e.               Any SGC Board member maycontemporaneously serve as a member of the Board of the Company, if soappointed.

 

f.                 Board members shall serve for a termof three (3) years, provided, however, that of the initial Board,four (4) members shall be appointed to serve a term of three (3) years, two (2)members shall be appointed to serve a term of two (2) years, and one (1) membershall be appointed to serve a term of one (1) year from the date of appointmentby the SGC Board.

 

g.              The Council, upon the recommendation of amajority of the Board, may remove a Board member for cause. The Council, uponits own initiative, may remove Board member for cause upon the affirmative voteof at least ten (10) Councillors.

 

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

 

a.               The Company shall conduct businesspursuant to bylaws consistent with this Charter and adopted by the Board ofDirectors, subject to the approval of Council.

 

b.              The Company may have such officers andcommittees as the bylaws may provide.

 

c.               In its capacity as the Nation GamingOperation for the Erie Gaming Facility, the Company shall establish suchdepartments and employ such personnel, and otherwise shall operate, as requiredunder the Compact.

 

d.              The Board of Directors shall meet asoften as necessary to conduct its business, but no less frequently thanmonthly. Four (4) of the members of the Board of Directors

 

14

----

 

shall constitute a quorum for the transaction of business. An actiontaken or approved by at least four (4) Board members present at a meeting atwhich a quorum is present shall be necessary to constitute an official act ofthe Company. The Board of Directors shall keep complete and accurate records ofall meetings and actions taken.

 

e.               The Board of Directors shall keep fulland accurate financial records, make periodic reports to the SGC Board and submita complete annual report, in written form, to the SGC Board as required by theprovisions of this Charter.

 

f.                 The members of the Board of Directorsmay receive a stipend for their services as provided in the bylaws, and shallbe reimbursed for actual expenses incurred in the discharge of their duties,including necessary travel expenses. In no event shall compensation be based onthe profitability of Gaming operations.

 

**11.****                               Obligations**

 

a.               The Company may obtain financing andissue Obligations from time to time subject to the approval of Council for anyof its purposes and may also refinance and issue refunding obligations for thepurpose of paying or retiring Obligations as it may determine, includingObligations on which the principal and interest are payable:

 
| i.     | exclusively from the income and revenues of the Erie 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 |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                   |
| ii.    | from its revenues generally.                                                                                                                                                                                                                                                           |

 

15

----

 

b.              Neither the members of the Board ofDirectors nor any person executing the Obligations shall be liable personallyon the Obligations by reason of issuance thereof.

 

c.               The Obligations of the Company shall notbe a debt of the Nation or of the Seneca Gaming Corporation or any otherNation-chartered Gaming corporation, and the Obligations shall explicitly sostate on their face.

 

d.              Obligations of the Company may be innegotiable form.

 

e.               In connection with the issuance ofObligations and to secure the payment of such Obligations, the Company, subjectto the limitations in this Charter and the requirements 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;                                                                                                                                                                             |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                   |
| 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 Erie Gaming Facility or any part  thereof;                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                   |
| v.     | covenant as to what other or additional debts or obligations may be  incurred by it;                                                                                                                                                                                                                                   |

 

16

----

 
| 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;                                                                                             |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                    |
| 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 the  Erie 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;                                                                          |

 

17

----

 
| xiv.   | covenant as to the rights, liabilities, powers and duties arising  upon the breach by it of any covenant, condition or obligation;                                                                                                                                                                  |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                |
| 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 herein shall be construed to include, and the Company shall nothave, any power to waive any of the privileges or immunities of the Nation, toborrow or lend money on behalf of the Nation, or to grant or permit or purportto grant

 

18

----

 

or permit any right, lien, encumbrance or interest in or on any of theassets of the Nation.

 

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

 

a.               The Board of Directors shall prepare andsubmit to the SGC Board within thirty (30) days after the close of each quartera quarterly report, signed by the Board Chairperson and the Chairperson of theBoard Finance Committee, showing:

 
| i.     | a summary of the quarter’s activities;                                         |
|--------|-------------------------------------------------------------------------------------|
|   |                                                                                |
| ii.    | the financial condition of the Company and of the Erie 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.              The Board of Directors shall prepare andsubmit to the SGC Board within sixty (60) days after the close of each fiscalyear an annual report, signed by the Board Chairperson and the Chairperson ofthe Board Finance Committee, showing;

 
| i.     | a summary of the fiscal year’s activities;                                                                                                                                        |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                   |
| ii.    | the complete financial condition of the Company and of the Erie  Gaming Facility including a detailed report outlining the operations of the  Company and of the Erie Gaming Facility; |
|   |                                                                                                                                                                                   |
| iii.   | any significant problems and accomplishments;                                                                                                                                          |
|   |                                                                                                                                                                                   |
| iv.    | plans for the following fiscal year; and                                                                                                                                               |
|   |                                                                                                                                                                                   |
| v.     | such other information as the Board of Directors or the SGC Board  deems pertinent.                                                                                                    |

 

19

----

 

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

 

a.               The fiscal year of the Company shall bethe fiscal year of the Nation.

 

b.              The Board of Directors shall establishand install an accounting system (i) in conformity with accounting principlesgenerally accepted in the Gaming industry, and (ii) necessary and advisable, inthe reasonable discretion of the Board of Directors, in order to manage theassets of the Company and the Gaming assets of the Nation. Such accountingsystem shall insure the availability of information as may be necessary tocomply with the Compact, and with applicable Nation and federal regulatoryrequirements.

 

c.               The accounts and records of the Companyshall be audited at the close of each fiscal year in accordance with theprovisions of the Indian Gaming Regulatory Act and the regulations of theNational Indian Gaming Commission and, to the extent applicable, the Compact.Copies of such audit reports shall be furnished to the Council.

 

d.              In its capacity as the Nation GamingOperation for the Erie Gaming Facility, the Company shall establish a “Systemof Internal Controls” for purposes of, and as defined in, the Compact.

 

e.               The books, records and property of theCompany shall be available for inspection at all reasonable times by authorizedrepresentatives of the Nation.

 

**14.****                               Indemnification**

 

a.               The Company shall (i) indemnify, saveand hold harmless the Nation and its agents and employees from any and allclaims arising out of its activities, (ii) defend at its own cost and expenseany action or proceeding commenced for the purpose of

 

20

----

 

asserting any claim arising out of its activities, and (iii) reimburseany expense which may be incurred by the Nation to defend any such claim untilthe Company assumes such defense; provided, however, that theNation shall have the right, but not the obligation, to participate, at theCompany’s expense, in any settlement, compromise or litigation thereof throughcounsel of its own choice and shall have the right to direct and control thenegotiations, settlement and litigation if the same shall have a direct effectupon the Nation.

 

b.              The Company shall indemnify, save andhold harmless the Board members and officers of the Company and of the SGC, orany person acting at their official direction, if any one of them is a party oris threatened to be made a party to any threatened, pending or completed actionor proceeding, whether civil, criminal, administrative or investigative, byreason of the fact that he or she is or was a member of the SGC Board orCompany Board, or officer, or person acting at their official direction,against expenses (including attorneys’ fees), judgments, fines and amounts paidin connection with such action, suit or proceeding, if such person had noreasonable cause to believe that his or her conduct was unlawful or otherwiseimproper; provided, however, that no indemnification shall bemade for which such person shall have been adjudged to be liable for willfulmisconduct or a violation of the criminal law in the performance of such person’sduty to the Company, unless, and then only to the extent that, the court inwhich such action or suit is brought shall determine upon application that,despite the adjudication of liability but in view of all the circumstances ofthe case, such person is fairly and reasonably entitled to indemnity for suchexpense as such court shall deem proper.

 

21

----

 

**15.****                               Bond**

 

The Board of Directors, on behalf of and in the name of the Company,shall obtain or provide for the obtaining of adequate fidelity bond coverage ofits officers, agents, or employees handling cash or authorized to sign checksor certify vouchers.

 

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

 

All property including funds acquired or held by the Company pursuantto this Charter shall be exempt from levy and sale by virtue of an execution,and no execution or other judicial process shall issue against the same norshall any judgment against the Company be a charge or lien upon such property.However, the provisions of this section shall not apply to or limit theright of lenders or Obligees to pursue any remedies for the enforcement of anypledge or lien given by the Company on its fees or revenues, nor to anyexplicit waiver of immunity specifically subjecting Company property to levy,execution or judicial process which is contained in a contract and approved byresolution of the Board of Directors as provided in this Charter.

 

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

 

a.               In the event of the dissolution or finalliquidation of the Company, none of the property of the Company nor anyproceeds thereof shall be distributed to or divided among any of the directorsor officers of the Company or inure to the benefit of any individual.

 

22

----

 

b.              After all liabilities and obligations ofthe Company have been paid, satisfied and discharged, or adequate provisionmade therefor, all remaining property and assets of the Company shall bedistributed to the Nation or, at the Nation’s direction, to one or moreorganizations designated pursuant to a plan of distribution.

 

**18.****                               Amendment**

 

This Charter may be amended within the first sixty (60) days if itsadoption by a majority vote of the Council; provided, however,that thereafter no provision of this Charter may be amended unless the Councilshall have twice approved such amendment by twelve (12) votes of theCouncillors at two (2) separate sessions of the Council convened no less thanone (1) week apart.

 

**19.****                               Severability**

 

If any provision of this Charter is held invalid, the remainder of theprovisions of this Charter shall not be affected.

 

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

 

This Charter shall be effective on December 20, 2004.

 

23

----