**Exhibit3.3**

 

**FOURTH AMENDED AND RESTATED CHARTER**

 

**OF THE**

 

**SENECA NIAGARA FALLS 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 theSeneca Gaming Corporation for purposes of developing, financing, operating andconducting the business of Nation Gaming Facilities, as more fully set forth insuch charter; and

 

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

 

**WHEREAS**, the Nation desires to establish a separatelegal entity for purposes of

 

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developing,financing, operating and conducting the business of the Nation Gaming Facilityto be established on Nation territory within the exterior boundaries of NiagaraCounty 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 need now arises to amend and restatethe Third Amended and Restated Charter of the SENECA NIAGARA FALLS GAMINGCORPORATION.

 

**NOW, THEREFORE**, the Nation’s Council, pursuant to itsconstitutional authority, does hereby grant this Fourth Amended and RestatedCharter to re-create, re-appoint and re-constitute the SENECA NIAGARA FALLSGAMING CORPORATION.

 

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

 

Bythis Charter, the Nation creates the Seneca Niagara Falls Gaming Corporation(the “Company”). The Company shall have its principal place of business at theWilliam Seneca Administration Building, 1490 Route 438, CattaraugusReservation, Irving, New York 14081, or at such other location within theNation’s territories that the Board of Directors of the Company shalldetermine.

 

**2.****            ****Purpose**

 

TheCompany is organized for the purpose of developing, constructing, owning,leasing, operating, managing, maintaining, promoting and financing a NationGaming Facility on Nation territory within the exterior boundaries of NiagaraCounty pursuant to the terms

 

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ofthe Compact, and engaging in any other lawful activity, subject to anylimitations imposed by any contract, indenture or other instrument by which theCompany 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 the Niagara Falls GamingFacility, subject to the control of the Seneca Gaming Corporation.

 

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

 

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

 

b.     For purposes of taxation,civil jurisdiction 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 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**

 

Forpurposes of this Charter, when capitalized, the following terms shall have themeanings 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.”

 

c.     “Company” shall mean theSeneca Niagara Falls Gaming Corporation, created by this Charter.

 

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

 

e.     “Council” shall mean thelegislative elected 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 Seneca Nation of Indians Class III Gaming Ordinance of2002 or 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 controlled by the Council. An entity shall be deemedcontrolled by the Council if a majority of persons serving on the body whichgoverns the entity are chosen by or are required to be Councillors.

 

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k.     “Nation Gaming Facility”shall mean any existing and future establishment of the Nation (i) upon whichGaming takes place, (ii) which is authorized and licensed under applicablelaw, and (iii) which the Council designates for ownership, lease,development, construction, operation or management by the Company, includingwithout limitation any Class III Gaming facilities established inaccordance with the Compact.

 

l.      “Nation Gaming Operation”shall have the meaning ascribed to such term in the Compact.

 

m.    “Niagara Falls GamingFacility” shall mean any Nation Gaming Facility established on Nation territorywithin the exterior boundaries of Niagara County pursuant and subject to theterms of the Compact.

 

n.     “Seneca Gaming Corporation”or “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.

 

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

 

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

 

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

 

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

 

TheCompany shall have only those assets of the Nation formally assigned or leasedto it by the Council or by a Nation Entity, together with whatever assets itacquires by other means as provided in this Charter. No activity of the Companynor any indebtedness incurred by it shall encumber, implicate or in any wayinvolve assets of the Nation or another Nation Entity not assigned or leased inwriting to the Company.

 

**6.****            ****PerpetualSuccession**

 

TheCompany 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 Councilapproval.  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. Notwithstanding the foregoing, the Nation shall not be liable for thedebts or obligations of the Company, and the Company shall have no power to pledgeor encumber the assets of the Nation. This action does not 

 

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constitute a waiver of anyimmunity of the Nation or a delegation to the Company of the power to make sucha waiver. The Company’s ability to sue and be sued and to waive its immunityfrom suit shall at all times remain with the Board of Directors to be grantedby duly adopted resolution subject to the approval of Council.

 

b.     The Company, by resolutionduly adopted by the Board of Directors and approved by Council, shall have theauthority to consent (i) to the exercise of jurisdiction over any suit orover the Company by the courts of any state, the federal courts, the courts ofthe 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.

 

**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 theNiagara Falls Gaming Facility, or in connection with any other authorized 

 

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activities conducted by theCompany, and to secure the financing and assistance necessary for suchactivities.

 

b.     The Niagara Falls GamingFacility 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 the Niagara Falls GamingFacility, including expansions and enlargements thereof, including the power toenter into leases and leasehold mortgages, provided, that prior toengaging in any of the activities authorized by this subsection that require asignificant expenditure of Company resources that the Company submit acomprehensive business plan to Council for its 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 the Niagara Falls 

 

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Gaming Facility 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 governmental agency or entity shall besubject to approval of Council;

 

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, 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, 

 

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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 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;

 

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;

 

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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 Nationunless 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 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;

 

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 of 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 the Niagara Falls Gaming Facility;

 

xx.      to establish procedures forresolving disputes between the Gaming public and the Niagara Falls GamingFacility or any management contractor, and to 

 

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establish and implement anysuch procedures that may be required to be established and implemented withrespect to operation of the Niagara Falls Gaming Facility in accordance withthe Compact or applicable 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 participate with othersin any corporation, partnership, limited partnership, limited liabilitycompany, or other association of any kind, or in any transaction, undertaking,or agreement which the Company would have power to conduct by itself, subjectto 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 arising out of its activities under thisCharter and to agree by contract to waive its immunity from 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;

 

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xxvii.    soley with respect to theNiagara Falls Gaming Facility, to act as, and to exercise all rights andperform all obligations of, the Nation Gaming Operation;

 

xxviii.   to take such furtherspecific actions as the Board of Directors may deem necessary to effectuate anyor 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 thatthe actions of the Company or any of its officials, employees, or duly authorizedagents are authorized by the provisions of this Charter.

 

**9.****            ****Managementof 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.****         ****Operationof 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.

 

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c.     In its capacity as the NationGaming Operation for the Niagara Falls Gaming Facility, the Company shallestablish such departments and employ such personnel, and otherwise shalloperate, as required under the Compact.

 

d.     The Board of Directors shallmeet as often as necessary to conduct its business, but no less frequently thanmonthly.  All meetings shall be held ateither the Allegany or Cattaraugus Territory. Four (4)members of the Board of Directors shall be necessary toconstitute a quorum for the transaction of business. An action taken orapproved by at least four (4) of the 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 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:

 

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i.         exclusively from the incomeand revenues of the Niagara Falls Gaming Facility financed with the proceeds ofsuch Obligations, or with such income and revenues together with a grant orsubsidy from the federal, state or Nation government in aid of suchestablishment or development; or

 

ii.        from its revenues 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.

 

c.     The Obligations of theCompany shall not be a debt of the Nation or of the Seneca Gaming Corporationor any other Nation-chartered Gaming corporation, and the Obligations shallexplicitly so state 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 or any part ofthe gross fees or revenues of the Company to which its rights then exist or maythereafter come into existence;

 

ii.        provide for the powers andduties of Obligees and limit their liabilities; and provide the terms andconditions on which such Obligees may enforce any covenant or rights securingor 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 

 

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the Company to which itstitle or right then exists or may thereafter come into existence or permittingor suffering 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 Niagara Falls Gaming Facility or any part thereof;

 

v.        covenant as to what other oradditional debts or obligations may be incurred by it;

 

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.        covenant concerning any feesto be charged in the operation of the Niagara Falls Gaming Facility, the amountto 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 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 monies held in such funds;

 

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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;

 

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 acombination of the powers granted in this section;

 

xviii.  make covenants other thanand in addition to the covenants expressly authorized in this section, of likeor different character;

 

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;

 

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

 

**12.****         ****Reports tothe 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 of the quarter’sactivities;

 

ii.        the financial condition ofthe Company and of the Niagara Falls Gaming Facility;

 

iii.       any significant problems andaccomplishments;

 

iv.       plans for the followingquarter; and

 

v.        such other information asthe 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;

 

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i.         a summary of the fiscal year’sactivities;

 

ii.        the complete financialcondition of the Company and of the Niagara Falls Gaming Facility including adetailed report outlining the operations of the Company and of the NiagaraFalls Gaming Facility;

 

iii.       any significant problems andaccomplishments;

 

iv.       plans for the followingfiscal year; and

 

v.        such other information asthe Board of Directors or the SGC Board deems pertinent.

 

**13.****         ****Financesand 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 as may benecessary to comply with the Compact, and with applicable Nation and federalregulatory 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.

 

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d.     In its capacity as theNation Gaming Operation for the Niagara Falls Gaming Facility, the Companyshall establish a “System of Internal Controls” for purposes of, and as definedin, the Compact.

 

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

 

**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 

 

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official direction, againstexpenses (including attorneys’ fees), judgments, fines and amounts paid inconnection with such action, suit or proceeding, if such person had no reasonablecause to believe that his or her conduct was unlawful or otherwise improper; provided,however, that no indemnification shall be made for which such personshall have been adjudged to be liable for willful misconduct or a violation ofthe criminal law in the performance of such person’s duty to the Company,unless, and then only to the extent that, the court in which such action orsuit is brought shall determine upon application that, despite the adjudicationof liability but in view of all the circumstances of the case, such person isfairly and reasonably entitled to indemnity for such expense as such courtshall deem proper.

 

**15.****         ****Bond**

 

TheBoard of Directors, on behalf of and in the name of the Company, shall obtainor provide for the obtaining of adequate fidelity bond coverage of itsofficers, agents, or employees handling cash or authorized to sign checks orcertify vouchers.

 

**16.****         ****JudgmentProof 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 

 

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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.****         ****Dissolutionor Liquidation**

 

a.     In the event of thedissolution or final liquidation of the Company, none of the property of theCompany nor any proceeds thereof shall be distributed to or divided among anyof the directors or officers of the Company or inure to the benefit of anyindividual.

 

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.

 

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

 

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

 

**20.****         ****EffectiveDate**

 

ThisFourth Amended and Restated Charter shall be effective on April 23, 2009.

 

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