**Exhibit3.1**

 

**FIFTH AMENDED AND RESTATEDCHARTER**

 

**OF THE**

 

**SENECA GAMING CORPORATION**

 

**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 of preventingunemployment 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 abilityof the Nation to finance, develop, construct, operate, and maintain certainNation Gaming Facilities will be enhanced by the creation of a separate entityfor such purposes, and the Company created by this Charter will be able toperform these functions, and, accordingly, will be of benefit to the Nation andits members; and

 

**WHEREAS**, on August 1,2002, the Nation’s Council granted a Charter to create, appoint and constitutethe SENECA GAMING CORPORATION, which Charter has been previously amended andrestated; and

 

**WHEREAS**,the need now arises to amend and restate the Fourth Amended and RestatedCharter of the SENECA GAMING CORPORATION.

 

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

 

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

 

By this Charter, the Nation creates theSeneca Gaming Corporation (the “Company”). The Company shall have its principalplace of business at the William Seneca Administration Building, 1490 Route438, Cattaraugus Reservation, Irving, New York 14081, or at such other locationwithin the Nation’s territories that the Board of Directors of the Companyshall determine.

 

**2.****        Purpose**

 

The Company is organized for the purpose ofdeveloping, constructing, owning, leasing, operating, managing, maintaining,promoting and financing Nation Gaming Facilities and engaging in any otherlawful activity, subject to any limitations imposed by any contract, indentureor other instrument by which the Company is bound. The Nation intends that theCompany shall assume all obligations, responsibilities and duties of the Nationunder gaming law existing at the date of enactment of this Charter, with thesole exception of the power of gaming regulation, gaming licensing andenforcement of applicable law, which powers are reserved to the Nation.

 

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

 

a.   TheCompany shall constitute a governmental instrumentality of the Nation, havingautonomous existence separate and distinct from the Nation.

 

b.   Forpurposes of civil jurisdiction, regulatory jurisdiction and taxation, theCompany shall be deemed a subordinate arm of the Nation and shall be entitledto all of the privileges 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.

 

**4.****        Definitions**

 

For purposes of this Charter, whencapitalized, 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 TheSeneca Nation of Indians And The State Of New York.”

 

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

 

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

 

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e.   “Council”shall mean the legislative elected 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 Seneca Nation of Indians Class III GamingOrdinance of 2002 or 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 controlled by the Council. Anentity shall be deemed controlled by the Council if a majority of personsserving on the body which governs the entity are chosen by or are required tobe Councillors.

 

k.   “NationGaming Facility” shall mean any existing and future establishment of the Nation(i) upon which Gaming takes place, (ii) which is authorized and licensed underapplicable law, and (iii) which the Council designates for ownership, lease,development, construction, operation or management by the Company, includingwithout limitation any Class III Gaming facilitiesestablished in accordance with the Compact.

 

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

 

m.  “Obligee”shall mean any holder of an Obligation, and any agentor trustee for any holder of any Obligation.

 

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

 

The Company shall have only those assets ofthe Nation formally assigned or leased to it by the Council or by a NationEntity, together with whatever assets it acquires by other means as provided inthis Charter. No activity of the Company nor any indebtednessincurred by it shall encumber, implicate or in any way involve assets of theNation or another Nation Entity not assigned or leased in writing to theCompany.

 

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

 

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

 

**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,

 

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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 subject to theapproval of Council.  Notwithstanding theforegoing, the Nation shall not be liable for the debts or obligations of theCompany and the Company shall have no power to pledge or encumber the assets ofthe Nation. This action does not constitute a waiver of any immunity of theNation or a delegation to the Company of the power to make such a waiver. TheCompany’s ability to sue and be sued and to waive its immunity from suit shallat all times 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. This section shallbe

 

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strictlyconstrued with a view toward protecting Nation assets from the reach ofcreditors and others.

 

**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 Nation Gaming Facilities, or in connection withany other authorized activities conducted by the Company, and to secure thefinancing and assistance necessary for such activities.

 

b.   EachNation Gaming Facility shall be operated by the Company as provided in thisCharter.

 

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:

 

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| i.     | to develop, construct, own, lease, mortgage, operate, manage, promote  and finance Nation Gaming Facilities, 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; |
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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 Nation  Gaming Facility and to dispose of, demolish or abandon any facilities  relating thereto, subject to the approval of Council;                                                                                                                                                                                                                |
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| 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 as provided in this Charter;                                                                                                                                                                                                 |
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| 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                                                                                                                                                                                                                                                                                                                                        |

 

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|   | 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,  that any such contracts, agreements or understandings with any government or  governmental 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;                                                                                                                                                                                                                                                                                                                                                                         |
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| 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 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; |
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| ix.    | to give guarantees and incur liabilities, provided that  significant guarantees or liabilities shall be subject to the approval of  Council;                                                                                                                                                                                                                                                                                                                                                         |
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| x.     | to lend money to any subsidiary 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;                                                                                                                                                                                                                                                            |
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| 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 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;                                                                                                                         |
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| 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; |
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| 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                                                                                                                                                                                                                                                              |

 

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|   | similar or different business, governmental, or other activities,  including 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;                                                                                                                                |
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| xviii. | to employ, discipline and discharge employees and establish personnel  policies and terms and conditions of employment;                                                                                                                                                                                                                                       |
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| xix.   | to undertake and carry out studies and analyses of existing and  potential Nation Gaming Facilities;                                                                                                                                                                                                                                                          |
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| xx.    | to establish procedures for resolving disputes between the Gaming  public and the Nation 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 Nation Gaming  Facility in accordance with the Compact or applicable law; |
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| xxi.   | to purchase insurance from any stock or mutual company for any  property or against any risk or hazards;                                                                                                                                                                                                                                                      |
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| xxii.  | to establish and maintain such bank accounts as may be necessary or  convenient;                                                                                                                                                                                                                                                                              |
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| 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;                                                                                              |
|    |                                                                                                                                                                                                                                                                                                                                                        |
| 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;                                                                                                                                |
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| xxvii.  | to act as, and to exercise all rights and perform all obligations of,  the “Nation Gaming Operation” as such entity is defined in the Compact;                                                                                                                                                                                                    |
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| 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;                                                                                                                                                                                           |
|    |                                                                                                                                                                                                                                                                                                                                                        |
| 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; and                                                                                                            |

 

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| xxx. | upon the direction of the Council, to exercise any or all of the  foregoing powers through the control, operation and management of any  subsidiary company or other entity created by or under authority of the  Nation for the purpose of developing, financing, operating and conducting the  business of any one or more Nation Gaming Facility; provided, however,  that any such subsidiary company or other entity shall be operated and  managed in accordance with and in fulfillment of the purposes set forth in  this Charter and any charter or other enabling authority governing such  subsidiary company or other entity. |
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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 membersshall constitute “public officials” for purposes of the Nation Ethics Law.

 

c.   TheCouncil shall appoint Board members. Vacancies shall also be filled by Councilappointment. An appointment of a Board member shall take effect from the dateand time at which the Council adopts the resolution authorizing suchappointment.

 

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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.   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, and one (1) member shall be appointed to serve a term of one (1)year from the date of appointment by the Council.

 

f.   TheCouncil, upon the recommendation of a majority of the Board, may remove a Boardmember for cause. The Council, upon its own initiative, may remove a Boardmember for 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.   TheBoard of Directors shall meet as often as necessary toconduct its business, but no less frequently than monthly. All meetingsshall be held at either the Allegany or Cattaraugus Territory. Four (4) membersof the Board of Directors shall be necessary to 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

 

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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.

 

d.   TheBoard of Directors shall keep full and accurate financial records,make periodic reports to the Council and submit a complete annual report, inwritten form, to the Council as required by the provisions of this Charter.

 

e.   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.      exclusivelyfrom the income and revenues of the Nation Gaming Facility financed with theproceeds of such Obligations, or with such income and revenues together with agrant or subsidy from the federal, state or Nation government in aid of suchestablishment or development;

 

ii.      exclusivelyfrom the income and revenues of certain designated Nation Gaming Facilitieswhether or not they were financed in whole or in part with the proceeds of suchObligations; or

 

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iii.     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.

 

c.   TheObligations of the Company shall not be a debt of the Nation 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; |
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| iv.    | covenant with respect to limitations on the right of the Company to  sell, lease or otherwise dispose of any Nation Gaming Facility or any part  thereof;                                                                                                                                                              |

 

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| 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;                                                                                             |
|   |                                                                                                                                                                                                                                                                    |
| 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 a  Nation 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; |

 

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| 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;                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                |
| 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                                                                                                                                                                                                 |

 

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| xxi. | waive, conditionally, or unconditionally, the sovereign immunity of  the Company; |
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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 or permit any right, lien, encumbrance or interest in or on any of theassets of the Nation.

 

**12.****      Reports to the Council**

 

a.   TheBoard of Directors shall prepare and submit to the Council 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;                                       |
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| ii.    | the financial condition of the Company and of each Nation Gaming  Facility;       |
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| iii.   | any significant problems and accomplishments;                                     |
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| iv.    | plans for the following quarter; and                                              |
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| v.     | such other  information as the Board of Directors or the Council deems pertinent. |

 

b.   TheBoard of Directors shall prepare and submit to the Council 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; |
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| ii.    | the complete financial condition of the Company and of each Nation  Gaming Facility including a detailed report outlining the operations of the  Company and of each Nation Gaming Facility; |
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| 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 Council 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 as may be necessary to comply with the Compact, and with applicableNation 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.

 

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d.   Inits capacity as the “Nation Gaming Operation” for any Nation Gaming Facility,the Company shall establish a “System of Internal Controls” for purposes of,and as defined in, the Compact.

 

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

 

**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, or any person acting at their official direction, if any one ofthem is a party or is threatened to be made a party to any threatened, pendingor completed action or proceeding, whether civil, criminal, administrative orinvestigative, by reason of the fact that he or she is or was a Company Boardmember

 

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or officer, or person acting at their official direction, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid inconnection 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.

 

**15.****      Bond**

 

The Board of Directors, on behalf of and inthe name of the Company, shall obtain or provide for the obtaining of adequatefidelity bond coverage of its officers, agents, or employees handling cash orauthorized to sign checks or certify vouchers.

 

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

 

All property including funds acquired or heldby the Company pursuant to this Charter shall be exempt from levy and sale byvirtue of an execution, and no execution or other judicial process shall issueagainst the same nor shall any judgment against the Company be a charge or lienupon such property. However, the provisions of thissection shall not apply to or limit the right of lenders or Obligees topursue any remedies for the enforcement of any pledge or lien given by theCompany 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.

 

**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 Charter may be amended within the first sixty (60) days if itsadoption by a majority

 

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vote of the Council; provided, however, that thereafterno provision 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 any provision of this Charter is heldinvalid, the remainder of the provisions of this Charter shall not be affected.

 

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

 

This Charter shall be effective on December 20,2004.

 

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