**Exhibit3.5**

 

**THIRD AMENDED AND RESTATED CHARTER**

 

**OF THE**

 

# **SENECA TERRITORY GAMING CORPORATION**

#  

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

 

**WHEREAS**, it is declared the policy of the Nation to promotethe welfare and prosperity of its members and to actively promote, attract,encourage and develop economically sound commerce and industry throughgovernmental action for the purpose of preventing unemployment and economicstagnation; and

 

**WHEREAS**, the Gaming industry is vitally important to theeconomy of the Nation and the general welfare of its members; and

 

**WHEREAS,**the Nation by charter has created the Seneca GamingCorporation for purposes of developing, financing, operating and conducting thebusiness of Nation Gaming Facilities, as more fully set forth in such charter;and

 

**WHEREAS,**the charter of the Seneca Gaming Corporation grantsto the Seneca Gaming Corporation the power, upon the direction of the Counciland in a manner consistent with the purposes of such charter, to exercise anyor all of its powers through the control, operation and management of asubsidiary company or other entity created by or under authority of the Nationfor the purpose of developing, financing, operating and conducting the businessof any one or more Nation Gaming Facility; and

 

**WHEREAS**, the Seneca Gaming Corporation and theNation desire to establish a

 

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separatelegal entity for purposes of developing, financing, operating and conductingthe business of any Nation Gaming Facility currently existing or to beestablished on the Allegany or Cattaraugus Territory, and further desires thatsuch legal entity to be subject to the control, operation and management of theSeneca Gaming Corporation; and

 

**WHEREAS**, the need now arises to amend and restatethe Second Amended and Restated Charter of the Seneca Territory GamingCorporation.

 

**NOW, THEREFORE**, the Nation’s Council, pursuant to itsconstitutional authority, does hereby grant this Third Amended and RestatedCharter to re-create, re-appoint and re-constitute the SENECA TERRITORY GAMINGCORPORATION.

 

**1.****            ****Creation ofSeneca Territory Gaming Corporation and Principal Place of Business**

 

By this Charter, the Nation creates the Seneca Territory GamingCorporation (the “Company”). The Company shall have its principal place ofbusiness at the 310 4th Street, P.O. Box 77, Niagara Falls, NewYork 14303, or at such other location within the Nation’s territories that theBoard 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 oneor more Nation Gaming Facilities currently existing or to be established on theAllegany or Cattaraugus Territory, and engaging in any other lawful activity,subject to any limitations imposed by any contract, indenture or otherinstrument by which the

 

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Company is bound. The Nation intends that the Company shall assume allobligations, responsibilities and duties, and exercise all powers, of theSeneca Gaming Corporation to the extent applicable to any Territory GamingFacility, subject to the control of the Seneca Gaming Corporation.

 

**3.****            ****Relation toNation**

 

a.     The Company as thewholly-owned subsidiary of the Seneca Gaming Corporation shall constitute agovernmental instrumentality of the Nation, having autonomous existenceseparate and distinct from the Nation.

 

b.     For purposes of taxation,civil jurisdiction and regulatory jurisdiction, the Company as a wholly-ownedsubsidiary of the Seneca Gaming Corporation shall be deemed a subordinate armof the Nation and shall be entitled to all of the privileges and immunities ofthe nation.

 

c.     The Company shall have nopower to exercise any regulatory or legislative power; the Nation reserves fromthe Company all regulatory, legislative and other governmental power,including, but not limited to the power to grant, issue, revoke, suspend ordeny licenses, conduct background investigations, and enact legislationregulating Gaming on the territories of the Nation.

 

**4.****            ****Definitions**

 

For purposes of this Charter, whencapitalized, the following terms shall have the meanings respectively specified—

 

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a.     “Board of Directors” shallmean the Board 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 theSeneca****Territory GamingCorporation, created by this Charter.

 

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

 

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

 

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

 

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

 

h.     “Management Contract” shallmean any contract, subcontract or collateral agreement between the Company anda contractor or a contractor and a subcontractor if such contract or agreementprovides for the management of all or a part of a Nation Gaming Facility.

 

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

 

j.      “Nation Entity” shall meanany entity created or owned by the Nation for economic or governmental purposesand any entity which is directly or indirectly 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 and/or officers of the executive branch of the Nation.

 

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k.     “Nation Gaming Facility”shall mean any existing or future establishment of the Nation (i) in orupon 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,including without limitation any Class III Gaming facilities establishedin accordance with the Compact and any existing or future Class II Gamingfacilities.

 

l.      “Nation Gaming Operation”shall have the meaning ascribed to such term in the Compact, and shall alsomean the enterprise, business or entity operated or authorized by the Nation tooperate or conduct any form of Class II Gaming.

 

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

 

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

 

o.     “Obligations” shall mean anynotes, bonds, interim certificates, debentures or other evidences ofindebtedness issued by the Company under this Charter.

 

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

 

q.     “Territory Gaming Facility”shall mean any Nation Gaming Facility on the Allegany or Cattaraugus Territory.

 

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**5.****            ****Assets ofCompany**

 

The Company shall have only those assets of the Nation formallyassigned or leased to it by the Council, the Seneca Gaming Corporation, or by aNation Entity, together with whatever assets it acquires by other means asprovided in this 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.****            ****PerpetualSuccession**

 

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) yearsto assess whether the Company continues to serve the interests of the Nationand its people.

 

**7.****            ****Ability toSue and Be Sued**

 

a.     The Council hereby gives itsconsent to allowing the Company, by resolution duly adopted by the Board ofDirectors, to sue and to be sued in its corporate name, upon, or to submit toarbitration or alternative dispute resolution any controversy arising under,any contract, claim or obligation arising out of its activities under thisCharter, provided, that such resolution shall be subject to the approvalof Council.  The Council also authorizesthe Company, by resolution duly adopted by the Board of Directors, to agree bycontract to waive its immunity from suit, provided, that such waivershall be subject to the approval of Council. 

 

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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 assetsof the 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.     The Company, by resolutionduly adopted by the Board of Directors and approved by the Council, shall havethe authority to consent (i) to the exercise of jurisdiction over any suitor over the Company by the courts of any state, the federal courts, the courtsof the Nation or any other Indian Nation, or the courts of any United Statesterritory or foreign jurisdiction, and (ii) to arbitration or alternativedispute resolution. 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 providedin this section, the Nation by the adoption of this Charter and theestablishment of the Company is not waiving its sovereign immunity in anyrespect or consenting to the jurisdiction of any court. This section shall bestrictly construed with a view toward protecting Nation assets from the reachof creditors and others.

 

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**8.****            ****Powers ofCompany**

 

a.     It is the purpose and intentof this Charter 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 one ormore Territory Gaming Facilities, or in connection with any other authorizedactivities conducted by the Company, and to secure the financing and assistancenecessary for such activities.

 

b.     The Territory GamingFacilities shall be operated by the Company as provided in this Charter.

 

c.     Subject to the limitationsset forth in this Charter and Nation law, the Board of Directors shall manageand have complete control over the conduct of Company affairs and shall havethe full power to act for and bind the Company. Such authority shall beexercised pursuant to the bylaws of the Company and, where appropriate, by dulyadopted resolution.

 

d.     Subject to the limitationsset forth in this Charter and Nation law, the Company, by and through the Boardof Directors acting on behalf of the Company, shall have the following powerswhich it may exercise consistent with the purposes for which the Company wasestablished:

 

i.         to develop, construct, own,lease, mortgage, operate, manage, promote and finance one or more TerritoryGaming Facilities, including expansions and enlargements thereof, including thepower to enter into leases and leasehold mortgages, provided, that priorto engaging in any of the activities authorized by this subjection that requirea significant 

 

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expenditure of Companyresources that the Company submit a comprehensive business plan to Council forits review and approval;

 

ii.        if the Board of Directorsdetermines it to be in the best interests of the Company and the Nation, toterminate the operation of any of the Territory Gaming Facilities and todispose of, demolish or abandon any facilities relating thereto, subject to theapproval of Council;

 

iii.       to have a corporate seal,and alter the seal, and use it by causing it or a facsimile to be affixed,impressed or reproduced in any other manner;

 

iv.       to adopt, amend or repealbylaws, including emergency bylaws, relating to the business of the Company,the conduct of its affairs, its rights and powers and powers of its Board ofDirectors and officers, subject to the review and approval of Council;

 

v.        to elect or appointofficers, employees or other agents of the Company, prescribe their duties andfix their compensation, and indemnify members, officers, employees and agents;

 

vi.       to enter into, make, performand carry out, cancel and rescind contracts, agreements and understandings forany lawful purpose pertaining to its business with any Nation, federal, stateor local governmental agency or with any person, partnership, limitedpartnership, corporation, limited liability company, Indian Nation, NationEntity, or other entity, provided, that any such contracts, agreementsor understandings with any government or government agency or entity shall besubject to the approval of Council;

 

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vii.     to enter into, make, performand carry out, cancel and rescind any Management Contract, subject to theapproval of Council;

 

viii.    to lease property from theNation, the Seneca Gaming Corporation, a Nation Entity or others for suchperiods as are authorized by law, and to hold, mortgage, manage or sublease thesame; provided, however, that nothing herein shall be construedto include, and the Company shall not have, any power to grant or permit orpurport to grant or permit any right, lien, encumbrance or interest in or onany real  property within Nationterritories unless pursuant to a lease, authorized and approved by the Council;

 

ix.       to give guarantees and incurliabilities, provided, that significant guarantees or liabilities shallbe subject to the approval of Council;

 

x.        to lend money to anysubsidiary or parent corporation subject to the approval of Council, invest andreinvest funds, and take and hold the Company’s real and personal property assecurity for the payment of funds so loaned or invested;

 

xi.       subject to the provisions ofthis Charter, to obtain financing and refinancing, to borrow money at rates ofinterest as the Company may determine, to issue temporary or long termindebtedness and to repay the same;

 

xii.      subject to the provisions ofthis Charter, to mortgage or pledge assets and receipts of the Company assecurity for debts;

 

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xiii.               to agree to any conditionsattached to federal, state or local financial assistance;

 

xiv.              to purchase, receive, takeby grant, devise, bequest or otherwise, lease or otherwise acquire, own, hold,improve, employ, use, and otherwise enjoy all powers necessary or appropriateto deal in and with, real and personal property, or an interest in real orpersonal property, wherever situated, provided, that purchases of realproperty and significant expenditures of personal property shall be subject tothe approval of Council;

 

xv.                 subject to the provisions ofthis Charter, to sell, convey, lease, exchange, transfer or otherwise disposeof, or mortgage or pledge, or create a security interest in any of its propertyor an interest in its property, wherever situated; provided, however,that nothing herein shall be construed to include, and the Company shall nothave, 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 unlesspursuant 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 otherwisedeal in and with, bonds and other obligations, shares or other securities orinterests issued by others, whether engaged in similar or different business,governmental, or other activities, including banking corporations and trustcompanies, subject to the approval of Council;

 

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xvii.          to employ contractors,consultants, attorneys and accountants, provided, that the Company shall notengage in any efforts to politically influence any Indian nation, federal, state,or local government or their officials;

 

xviii.       to employ, discipline anddischarge employees and establish personnel policies and terms and conditionsof employment;

 

xix.               to undertake and carry outstudies and analyses of any facility currently existing or to be established onthe Allegany or Cattaraugus Territory;

 

xx.                  to establish procedures forresolving disputes between the Gaming public and any Territory Gaming Facilityor any management contractor, and to establish and implement any such proceduresthat may be required to be established and implemented with respect tooperation of any Territory Gaming Facility in accordance with the Compact orapplicable law;

 

xxi.               to purchase insurance fromany stock or mutual company for any property or against any risk or hazards;

 

xxii.            to establish and maintainsuch bank accounts as may be necessary or convenient;

 

xxiii.  to participatewith others in any corporation, partnership, limited partnership, limitedliability company, or other association of any kind, or in any transaction,undertaking, or agreement which the Company would have power to conduct byitself, subject to the approval of Council;

 

xxiv.       subject to the provisions ofthis Charter, to allow the Company to sue and be sued in its corporate name,upon any contract, claim or obligation 

 

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arising out of itsactivities under this Charter and to agree by contract to waive its immunityfrom suit;

 

xxv.           subject to the provisions ofthis Charter, to consent to the exercise of jurisdiction over any suit or overthe Company 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, or to arbitration or alternative dispute resolution;

 

xxvi.        to utilize, with the consentof the President of the Nation, the agents, employees and facilities of theNation for in-kind services, paying the Nation mutually agreed upon share ofthe costs for said in-kind services;

 

xxvii.solely with respect to anyTerritory Gaming Facility, to act as, and to exercise all rights and performall obligations of, the Nation Gaming Operation;

 

xxviii.to take such further specific actions as the Board of Directors may deem necessaryto effectuate any or all of the purposes for which the Company is organized;and

 

xxix.         to enjoy the sovereignimmunity of the Nation, to the same extent as the Nation, provided that theactions of the Company or any of its officials, employees, or duly authorizedagents are authorized by the provisions of this Charter.

 

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

 

a.               There is hereby establisheda Board of Directors of the Company, the purpose of which is to carry out theduties and powers of the Company as set forth in this Charter.

 

b.              The Board of Directors ofthe Company shall be comprised solely of the members of the board of directorsof the Seneca Gaming Corporation.

 

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

 

a.               The Company shall conductbusiness pursuant to bylaws consistent with this Charter and adopted by theBoard of Directors, subject to the approval of Council.

 

b.              The Company may have suchofficers and committees as the bylaws may provide.

 

c.               The Company shall establishsuch departments and employ such personnel, and otherwise shall operate, asrequired under the Compact and/or other applicable law.

 

d.              The Board of Directors shallmeet as often as necessary to conduct its business, but no less frequently thanmonthly. All meetings shall be held at either the Allegany or CattaraugusTerritory.  Four (4) members of theBoard of Directors shall constitute a quorum for the transaction of business.An action taken or approved by at least four (4) of the Board members presentat a meeting at which a quorum is present shall be necessary to constitute anofficial act of the Company. The Board of Directors shall keep complete andaccurate records of all meetings and actions taken.

 

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e.               The Board of Directors shallkeep full and accurate financial records, make periodic reports to the SGCBoard and submit a complete annual report, in written form, to the SGC Board asrequired by the provisions of this Charter.

 

f.                 The members of the Board ofDirectors may receive a stipend for their services as provided in the bylaws,and shall be reimbursed for actual expenses incurred in the discharge of theirduties, including necessary travel expenses. In no event shall compensation bebased on the profitability of Gaming operations.

 

**11.****                              ****Obligations**

 

a.               The Company may obtainfinancing and issue Obligations from time to time subject to the approval ofCouncil for any of its purposes and may also refinance and issue refundingobligations for the purpose of paying or retiring Obligations as it maydetermine, including Obligations on which the principal and interest arepayable:

 

i.                          exclusivelyfrom the income and revenues of the Territory 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; or

 

ii.                       from itsrevenues generally.

 

b.              Neither the members of theBoard of Directors nor any person executing the Obligations shall be liablepersonally on the Obligations by reason of issuance thereof.

 

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c.               Unless a written consent hasbeen obtained from the applicable party, the Obligations of the Company shallnot be 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 Companymay be in negotiable form.

 

e.               In connection with theissuance of Obligations and to secure the payment of such Obligations, theCompany, subject to the limitations in this Charter and the requirements of theCompact, may;

 

i.                          pledge all orany part of the gross fees or revenues of the Company to which its rights thenexist or may thereafter come into existence;

 

ii.                       provide for thepowers and duties of Obligees and limit their liabilities; and provide theterms and conditions on which such Obligees may enforce any covenant or rightssecuring or relating to the Obligations;

 

iii.                    covenant against pledgingall or any part of the fees and revenues of the Company or against mortgagingany or all of the real or personal property of the Company to which its titleor right then exists or may thereafter come into existence or permitting orsuffering any lien on such revenues or property;

 

iv.                   covenant with respect tolimitations on the right of the Company to sell, lease or otherwise dispose ofthe Territory Gaming Facility or any part thereof;

 

v.                      covenant as towhat other or additional debts or obligations may be incurred by it;

 

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vi.                   covenant as to theObligations to be issued and as to the issuance of such Obligations in escrowor otherwise, and as to the use and disposition of the proceeds thereof;

 

vii.                provide for the replacementof lost, destroyed or mutilated Obligations;

 

viii.             covenant against extendingtime for the payment of its Obligations or interest thereon;

 

ix.                     redeem the Obligations andcovenant for their redemption and provide for the terms and conditions thereof;

 

x.                        covenantconcerning any fees to be charged in the operation of any Territory GamingFacility, the amount to be raised each year or other period of time by such feesand other revenues, and as to the use and disposition to be made thereof;

 

xi.                     create or authorize thecreation of special funds for monies held for construction, development oroperating costs, debt service, reserve or other purposes, and covenant as tothe use and  disposition of the moniesheld in such funds;

 

xii.                  prescribe the procedure, ifany, by which the terms of any contract with holders of Obligations may beamended or abrogated, the proportion of outstanding Obligations the holders ofwhich 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 insuranceproceeds;

 

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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 toevents of default and terms and conditions upon which any or all of itsObligations become or may be declared due before maturity, and as to the termsand conditions upon which such declaration and its consequences may be waived;

 

xvi.             vest in any Obligees or anyproportion of them the right to enforce the payment of Obligations or anycovenant securing or relating to the Obligations;

 

xvii.   exercise all or a part or a combination ofthe powers granted in this section;

 

xviii.  make covenants other than and in addition tothe covenants expressly authorized in this section, of like or differentcharacter;

 

xix.               make any covenants and doany acts and things necessary or convenient or desirable in order to secure itsObligations, or, in the absolute discretion of the Company, tending to make theObligations more marketable although the covenants, acts or things are notenumerated in this section;

 

xx.                  pledge, mortgage or grant asecurity interest in all or any part of the assets of the Company; and

 

xxi.               waive, conditionally, orunconditionally, the sovereign immunity of the Company;

 

provided, however, that nothing herein shall beconstrued to include, and the Company shall not have, any power to waive any ofthe privileges or immunities of 

 

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theNation, to borrow or lend money on behalf of the Nation, or to grant or permitor  purport to grant or permit any right,lien, encumbrance or interest in or on any of the assets of the Nation.

 

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

 

a.               The Board of Directors shallprepare and submit to the SGC Board within thirty (30) days after the close ofeach quarter a quarterly report, signed by the Board Chairperson and theChairperson of the Board Finance Committee, showing:

 

i.                          a summary ofthe quarter’s activities;

 

ii.                       the financialcondition of the Company and of each Territory Gaming Facility;

 

iii.                    any significant problems andaccomplishments;

 

iv.                   plans for the followingquarter; and

 

v.                      such otherinformation as the Board of Directors or the SGC Board deems pertinent.

 

b.              The Board of Directors shallprepare and submit to the SGC Board within sixty (60) days after the close ofeach fiscal year an annual report, signed by the Board Chairperson and theChairperson of the Board Finance Committee, showing;

 

i.                          a summary ofthe fiscal year’s activities;

 

ii.                       the completefinancial condition of the Company and of each Territory Gaming Facilityincluding a detailed report outlining the operations of the Company and of eachTerritory Gaming Facility;

 

iii.                    any significant problems andaccomplishments;

 

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iv.                   plans for the followingfiscal year; and

 

v.                      such otherinformation as the Board of Directors or the SGC Board deems pertinent.

 

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

 

a.               The fiscal year of theCompany shall be the fiscal year of the Nation.

 

b.              The Board of Directors shallestablish and install an accounting system (i) in conformity withaccounting principles generally accepted in the Gaming industry, and (ii) necessaryand advisable, in the reasonable discretion of the Board of Directors, in orderto manage the assets of the Company and the Gaming assets of the Nation. Suchaccounting system shall insure the availability of information to the extentand in such form as may be necessary to comply with the Compact, and/or withapplicable Nation and federal regulatory requirements.

 

c.               The accounts and records ofthe Company shall be audited at the close of each fiscal year in accordancewith the provisions of the Indian Gaming Regulatory Act and the regulations ofthe National Indian Gaming Commission and, to the extent applicable, theCompact. Copies of such audit reports shall be furnished to the Council.

 

d.              The Company shall establisha “System of Internal Controls” for purposes of, and as defined in, the Compactand/or other applicable law.

 

e.               The books, records andproperty of the Company shall be available for inspection at all reasonabletimes by authorized representatives of the Nation.

 

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**14.****                              ****Indemnification**

 

a.               The Company shall (i) indemnify,save and hold harmless the Nation and its agents and employees from any and allclaims arising out of its activities, (ii) defend at its own cost andexpense any action or proceeding commenced for the purpose of asserting anyclaim arising out of its activities, and (iii) reimburse any expense whichmay be incurred by the Nation to defend any such claim until the Companyassumes such defense; provided, however, that the Nation shallhave the right, but not the obligation, to participate, at the Company’sexpense, in any settlement, compromise or litigation thereof through counsel ofits own choice and shall have the right to direct and control the negotiations,settlement and litigation if the same shall have a direct effect upon theNation.

 

b.              The Company shall indemnify,save and hold harmless the Board members and officers of the Company and of theSGC, or any person acting at their official direction, if any one of them is aparty or is threatened to be made a party to any threatened, pending orcompleted action or proceeding, whether civil, criminal, administrative orinvestigative, by reason of the fact that he or she is or was a member of theSGC Board or the Company Board, or officer, or person acting at their officialdirection, against expenses (including attorneys’ fees), judgments, fines andamounts paid in connection with such action, suit or proceeding, if such personhad no reasonable cause to believe that his or her conduct was unlawful orotherwise improper; provided, however, that no indemnificationshall be made for which such person shall have been adjudged to be liable forwillful misconduct or a violation of the criminal law in the performance ofsuch person’s duty to the 

 

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Company, unless, and thenonly to the extent that, the court in which such action or suit is broughtshall determine upon application that, despite the adjudication of liabilitybut in view of all the circumstances of the case, such person is fairly andreasonably entitled to indemnity for such expense as such court shall deemproper.

 

**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**

 

Allproperty including funds acquired or held by the Company pursuant to thisCharter shall be exempt from levy and sale by virtue of an execution, and noexecution or other judicial process shall issue against the same nor shall anyjudgment against the Company be a charge or lien upon such property. However,the provisions of this section shall not apply to or limit the right of lendersor Obligees to pursue any remedies for the enforcement of any pledge or liengiven by the Company on its fees or revenues, nor to any explicit waiver ofimmunity specifically subjecting Company property to levy, execution orjudicial process which is contained in a contract and approved by resolution ofthe Board of Directors as provided in this Charter.

 

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

 

a.               In the event of the dissolutionor final liquidation of the Company, none of the property of the Company norany proceeds thereof shall be distributed to or divided among any of thedirectors or officers of the Company or inure to the benefit of any individual.

 

b.              After all liabilities andobligations of the Company have been paid, satisfied and discharged, oradequate provision made therefor, all remaining property and assets of theCompany shall be distributed to the Nation or, at the Nation’s direction, toone or more organizations designated pursuant to a plan of distribution.

 

**18.****                              ****Amendment**

 

ThisCharter may be amended within the first sixty (60) days if its adoption by amajority 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) separatesessions of the Council convened no less than one (1) week apart.

 

**19.****                              ****Severability**

 

Ifany provision of this Charter is held invalid, the remainder of the provisionsof this   Charter shall not be affected.

 

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

 

This Third Amended andRestated Charter shall be effective on April 23, 2009.

 

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