PRE-OPENING AGREEMENT 

This Agreement is entered into by and between the Kiowa Indian Tribe of Oklahoma 

("Tribe"), through its duly authorized representatives, and the National Indian Gaming 

Commission ('NIGC" or "Commission") to resolve any and all matters between the Tribe and 

the NIGC, including the following enforcement actions: 1) Notice of Violation and Order of 

Temporary Closures No. NOVICO 6-99; 2) Notice of Violation No. NOV-00-03, 3) Notice of 

Violation No. NOV-00-08; 4) Closure Order No. CO-00-08; and 5) Civil Fine Assessment No. 

CFA-00-08. The agreement specifies various compliance measures the Tribe will take as a 

condition to resuming gaming operations. The parties by their signatures below represent and 

agree that they have authority to execute this agreement and resolve any and all matters between 

the Tribe and the NIGC according to the terms and provisions set out herein. 

Article I. Recitals 

1. The Tribe is a federally recognized Indian tribe with its headquarters located in Carnegie, 

Oklahoma. The Kiowa Casino Operations Authority ("KCOA") is a duly created 

business enterprise of the Tribe that has been granted authority and responsibility to 

manage and operate the Tribe's gaming activities under the provisions of the Indian 

Gaming Regulatory Act of 1988 ("IGRA"), 25 U.S.C. tj 2701 et seq. The Kiowa Tribal 

Gaming Commission ("KTGC") is a duly created agency of the Tribe that has been 

granted authority and responsibility by the Kiowa Business Committee ("KBC") to 

regulate the gaming activities conducted by the KCOA and all other gaming activities on 

lands within the jurisdiction of the Tribe. For purposes of this Agreement, whenever the 

term "Tribe" is used, it shall refer to the Kiowa Indian Tribe of Oklahoma, as a tribal 

entity, andfor to the KCOA andfor the KTGC, as appropriate. Agreement by the Tribe, 

through the KBC, to any provisions in this Agreement shall also be considered as binding 

on the KCOA and/or the KTGC. 

2. On July 8, 1999, the NIGC Chairman issued a Notice of Violation and Order of 

Temporary Closures No. NOVICO 6-99, for operation of "Reels & Deals." The NIGC 

Chairman alleged that the game constituted a Class 111 gambling device requiring a 

Tribal-State compact and directed the Tribe to cease and desist operating such device as 

the Tribe did not have a compact with the State of Oklahoma that allows the Tribe to 

operate Class I11 gaming devices. 

3. On January 19, 2000, the NIGC Chairman issued a Notice of Violation No. NOV-00-03 

for violations of IGRA, NIGC regulations and the Tribe's gaming ordinance. The NIGC 

Chairman alleged that the Tribe failed to (i) submit quarterly statements, (ii) submit 

annual audits, (iii) pay quarterly fees and (iv) submit background investigations. 

4. On June 19, 2000, the NIGC Chairman issued Notice of Violation No. NOV-00-08 and 

Closure Order CO-00-08, for operation of "Magical Irish Bingo" and "Red Hot Re-Spin." 

The NIGC Chairman alleged that the games were Class I11 gambling devices requiring a 

Tribal-State compact and directed the Tribe to cease and desist from all gaming activity in 

its Kiowa Grand Center gaming facility as the Tribe did not have a compact with the 

State of Oklahoma that allowed the Tribe to operate Class I11 gaming devices. 
5. On June 19, 2000, the date the NIGC Chairman issued CO-00-08, the Tribe closed its 

gaming facility, which has been closed ever since. 

6. Based on Notice of Violation No. NOV-00-08 and Closure Order CO-00-08, on August 8, 

2000, the NIGC Chairman issued Proposed Civil Fine Assessment No CFA-00-08, in the 

amount of $100,000. 

7. On February 20, 2001, the United States District Court for the Northern District of 

Oklahoma entered a declaratory judgment holding that the Magical Irish Instant Bingo 

Dispenser System is a permissible Class I1 technologic aid under IGRA. 

8. Having previously filed appeals fiom NOV-00-08, CO-00-08 and CFA-00-08, on May 7, 

2001, the Tribe withdrew its appeals and consented to NOV-00-08, CO-00-08, and CFA00-08 as final decisions of the Commission. The Presiding Official dismissed the appeals 

on May 30,2001. 

9. On April 17, 2003, the United States Court of Appeals for the Tenth Circuit reaffirmed 

the District Court's declaratory judgment and held that Magical Irish Bingo is a 

permissible Class I1 technologic aid that can be utilized by Indian tribes in Oklahoma 

without a Tribal-State compact. Seneca-Cayuga Tribe of Oklahoma v. National 

Indian Gaming Comm'n, 327 F.3d 1019 (10th Cir. 2003). 

10. In October 2004, the Tribe commenced settlement discussions with NIGC staff and 

subsequently submitted a formal "Petition for Modification of Closure Order" to the 

Commission. The Petition was received on July 14,2005. 

Article 11. Terms and Conditions 

1. Based on the Tribe's request for modification of the Closure Order and conditioned on 

full compliance by the Tribe with the provisions of this Agreement, the Commission 

agrees to issue an order modifying its Final Decision and Order in CO-00-08 which made 

final the temporary order issued by the NIGC Chairman directing the Tribe to cease and 

desist fiom all gaming activity in its Kiowa Grand Center gaming facility, and allow the 

Tribe to recommence gaming operations on such date that it has satisfactorily met the 

terms and conditions set forth in this Agreement. Evidence of the specific agreement by 

the NIGC that the Tribe has met the terms and conditions set forth in this Agreement will 

be in the form of a letter issued by the NIGC Chairman or an authorized designee (the 

"NIGC Letter"), such agreement not to be unreasonably withheld or delayed. The Tribe 

may not presume agreement in the absence of the NIGC Letter. The parties agree that the 

NIGC Chairman shall have sole discretion to determine whether the Tribe has met the 

requirements of this Agreement. Without limiting the generality of the foregoing, the 

NIGC agrees that it will issue the NIGC Letter within sixty (60) days of such date as the 

Tribe provides evidence that demonstrates satisfactory compliance with the terms and 

conditions of this Agreement that are required to be satisfied prior to the opening of a 

gaming facility or, in the event the Tribe has not demonstrated satisfactory compliance 

with the terms and conditions of this Agreement, the NIGC will provide written notice of 

the matters which lead to a conclusion that the Tribe has not met the terms and conditions 

of this Agreement. 
It is understood and agreed that the commencement of gaming operations pursuant to this 

Agreement, is to be on a probationary basis. This Agreement shall apply to the first 

gaming facility opened by the Tribe after the date hereof and any other gaming facility 

opened by the Tribe during the period commencing on the date hereof and ending on that 

day which is two (2) years later, which period shall be extended a day for each day that a 

violation noticed by the NIGC is not cured by the Tribe (as so extended, the 

"Probationary Period"). The NIGC and the Tribe will review the Tribe's operation and 

regulation of each gaming facility governed by this Agreement at periodic intervals for a 

period of twelve-four (24) months following the commencement of operations at each 

facility, or until the Probationary Period under this Agreement expires (whichever occurs 

first), for the purpose of determining whether the Tribe, in the operation and regulation of 

its gaming facilities, is in material compliance with IGRA, NIGC regulations, and the 

Tribe's gaming ordinance. The Tribe shall be given a reasonable opportunity to correct 

violations in the operation and regulation of any such gaming facility noted during any 

such review, which for purposes of this Agreement and 25 C.F.R. 9 573.3, the parties 

agree will be a period of thirty (30) days following the date the NIGC representative 

provides written notice of a violation unless otherwise agreed or unless the violation is a 

"substantial violation" as that term is used in 25 C.F.R. 5 573.6, in which case the NIGC 

Chairman or his designee may establish a shorter period. Following the review and a 

period to correct violations, if the NIGC Chairman determines that the gaming facility is 

not then operated in compliance with the IGRA, NIGC regulations, the Tribe's gaming 

ordinance, Tribal-State Compact, andor the terms and conditions of this Agreement, the 

NIGC Chairman may propose to rescind his modification to the Closure Order described 

herein with respect to such gaming facility. The NIGC Chairman will serve a copy of the 

proposed rescission order on the Chairman of the Tribe, the KTGC and the Board of 

Trustees of the KCOA. The Tribe shall have thirty (30) days to respond in writing to the 

NIGC Chairman's proposed rescission order. Following its consideration of the NIGC 

Chairman's proposed order and the Tribe's response, the Commission may vote to 

rescind the Closure Order modification provided for herein and thereby require re-closure 

of such gaming facility. The Tribe agrees to close its gaming facility or facilities within 

seventy-two (72) hours following receipt of such an order from the Commission. The 

parties intend, and the Tribe agrees, that the Commission will decide the matter based on 

written submissions and that this expedited process will not extend to consideration of the 

matter in a hearing before a presiding official under 25 C.F.R. Part 577 andor 

recommended decision by that presiding official. This provision is not intended by the 

parties to permit further judicial review of the Commission's Final Decision and Order in 

NOVICO 6-99 or CO-00-08, which this Agreement otherwise resolves, as provided in 

Paragraph 4, Art. 111. However, the Tribe may seek judicial review of a Commission 

Order rescinding a modification to the Commission's Final Decision and Order relating 

to NOVICO 6-99, NOV-00-03, NOV-00-08, CO-00-08, and CFA-00-08, under which the 

Tribe operates its gaming facilities in the probationary status described herein, if such 

rescission requires the Tribe to again close its gaming facilities. The Tribe agrees that it 

will close its gaming facilities and will keep its facilities closed during any such period 

involving judicial review following the Commission's order. Nothing in this provision 

prevents the NIGC Chairman from issuing a separate notice of violation, order of 

temporary closure, andlor proposed civil fine assessment to the Tribe under the 
provisions of 25 C.F.R. Parts 573 and 575 in respect of any violation which might occur 

on or following the date of this Agreement. 

3. No gaming facility ("Proposed Facility") other than the Kiowa Grand Center gaming 

facility and the Gaming Site will be developed or opened by the Tribe during the 

Probationary Period unless the development and opening of such Proposed Facility has 

been discussed with the NIGC and the NIGC determines the Proposed Facility meets the 

requirements of IGRA. To begin such discussions, the Tribe will provide at least onehundred twenty (120) days notice to the NIGC of its intent to open or operate such 

Proposed Facility. The Tribe will include specific site information and a description of 

the gaming to be offered in the Proposed Facility in the notice. The Tribe agrees not to 

open any Proposed Facility during the Probationary Period if the NIGC Chairman or his 

designee informs the Tribe within ninety (90) days of the date the NIGC received notice 

of the Tribe's intent to open such Proposed Facility, that the Proposed Facility does not 

appear to be located on Indian lands over which the Tribe exercises jurisdiction, as the 

term "Indian lands" is defined in IGRA and NIGC regulations, or if the gaming to be 

offered does not meet the requirements of IGRA. Other pre-opening provisions of this 

Agreement will apply through the end of the Probationary Period, to any Proposed 

Facility. 

4. The Tribe proposes to build and develop a gaming operation at the Gaming Site, a certain 

30-acre tract of land described on Exhibit A attached hereto. The NIGC Chairman 

acknowledges that as described the Gaming Site appears to meet the definition of "Indian 

lands" over which the Tribe has jurisdiction. The NIGC Chairman, or his designee, will 

review supporting documentation provided by the Tribe, consult with officials of the 

Bureau of Indian Affairs and the Regional Solicitor, U.S. Department of the Interior, and 

provide a specific "Indian lands" determination for the Gaming Site following such 

review and consultation. The Tribe agrees not to open a gaming facility at the Gaming 

Site until after the Tribe receives notification from the NIGC Chairman, or his designee, 

that the Gaming Site qualifies as gaming eligible "Indian lands" over which the Tribe has 

jurisdiction, as that term is defined in IGRA and NIGC regulations, provided further that 

the NIGC agrees to use its best efforts to provide such notification within forty-five (45) 

days of the effective date of this Agreement. 

5. The Tribe agrees that it will not commence gaming operations pursuant to this 

Agreement, and will not open any additional gaming facility during the Probationary 

Period, until the following conditions are met with respect to such gaming facility: (1) 

background investigation requirements are met on all key employees and primary 

management officials to be employed at the time of opening of such gaming facility; and 

(2) all key employees and primary management officials of the gaming facility to be 

employed at the time of opening are duly licensed by the KTGC. With respect to each 

key employee and primary management official to be employed at the gaming facility, 

the Tribe, through KTGC, will submit to the NIGC at least sixty (60) days prior to 

opening a report under 25 CFR fj 556.5(b). If during such sixty (60) day period, the 

NIGC provides the Tribe and the KTGC with a statement itemizing objections to the 

issuance of a license to a key employee or to a primary management official for whom 

the KTGC has provided a report pursuant to 25 C.F.R. fj 556.5(b), the KTGC shall 
suspend the license of such key employee or primary management official and such 

person shall not be employed at the gaming facility upon opening and thereafter until the 

objections of the NIGC are resolved. Prior to opening, all primary management officials 

and key employees must have all applicable licenses issued by the KTGC following a 

required background investigation and a suitability determination by the KTGC and 

fiu-ther review by the NIGC of the suitability determination and supporting materials 

pursuant to 25 C.F.R. 5 558.3. All other employees will have at least a temporary ninety 

(90)-day license. No key employee or primary management official employed in the 

Tribe's gaming facilities prior to the date hereof will be employed upon opening who has 

not received a full gaming license. After opening, any newly-hired key employee or 

primary management official, not previously employed in the Tribe's gaming facilities, 

must have qualified for and received a license within ninety (90) days of employment. 

Failure to obtain licensure within ninety (90) days of employment shall be cause for 

suspension until such time as they are determined suitable and issued a license by the 

KTGC in accordance with 25 C.F.R. 5 558.4. The Tribe further agrees and 

acknowledges that the Board of Trustees of the KCOA and principal management 

officials of the KCOA will be subject to all the background, investigative, suitability, and 

licensing requirements of 25 C.F.R. Parts 556 and 558. 

6. The Tribe agrees that it will not commence gaming operations under a management 

contract unless approved by the NIGC Chairman. In the event the Tribe enters into a 

development or consultation arrangement, the Tribe will not operate a gaming facility 

pursuant to this Agreement unless and until the NIGC Chairman or his designee shall 

have issued a declination letter stating that the development or consultation agreement(s) 

and all its collateral agreements, meaning any contract that is related either directly or 

indirectly to the development or consultation agreement(s) including financing or lending 

agreements, either individually or collectively, do not constitute a management contract 

requiring the approval of the NIGC Chairman, and a determination that the Tribe has the 

sole proprietary interest in any gaming conducted in connection with any such 

development or consultation agreement(s). 

Prior to the commencement of gaming operations pursuant to this Agreement, the Tribe 

will establish a records retention policy for all gaming related license applications, 

background investigations, suitability determinations, and issued, denied, suspended, or 

revoked licenses that complies with the requirements of 25 C.F.R. $8 556.5(a) and 

558.1(c). The Tribe will provide a copy of its records retention policy to NIGC for 

review at least sixty (60) days prior to the commencement of gaming operations pursuant 

to this Agreement and a NIGC field representative will examine the Tribe's available 

records to assure compliance with the Tribe's policy. The Tribe agrees it will not 

commence gaming operations pursuant to this Agreement, until the NIGC Chairman or 

his designee agrees that the records retention policy is in accord with the requirements of 

25 C.F.R. $5 556.5(a) and 558.1(c), which determination will not be unreasonably 

withheld or delayed. An NIGC field representative will again examine records 

approximately thirty (30) days after commencement of gaming operations and 

approximately ninety (90) days after commencement of gaming operations to assure 

continued compliance with the policy. Subsequent to such dates, during the duration of 
the Probationary Period, an NIGC field representative may periodically examine records 

to assure continued compliance with the policy. 

8. The Tribe will also establish and maintain a financial records system as required by 25 

C.F.R. $ 571.7(a). Prior to the commencement of gaming operations pursuant to this 

Agreement, the Tribe will obtain the assistance of a qualified auditing firm and establish 

a system for maintaining permanent books and records, including inventory of gaming 

machines, equipment, and supplies, and other gaming related expenditures andlor 

disbursements sufficient to establish the amount of gross and net income, deductions and 

expense, receipts and disbursements, and other information required in any financial 

statement, report, or other accounting prepared pursuant to the IGRA and NIGC 

regulations. The Tribe will provide a description of its financial records system and its 

policy to the NIGC for review at least sixty (60) days prior to the commencement of 

gaming operations pursuant to this Agreement, and an NIGC auditor will examine all 

available, relevant purchasing, inventory, and other financial records during such sixty 

(60) day period to assure compliance with the Tribe's policy. The Tribe agrees that it 

will not commence gaming operations pursuant to this Agreement, until the NIGC 

auditor's review is complete and the determination is made by the NIGC Chairman or his 

designee that the Tribe has established an acceptable financial records system as required 

by 25 C.F.R. § 571.7(a), which determination shall not be unreasonably withheld or 

delayed. An NIGC auditor will thereafter re-examine the Tribe's gaming related 

financial records approximately thirty (30) days after commencement of gaming 

operations and again approximately ninety (90) days after commencement of gaming 

operations to assure continued compliance with the policy. Subsequent to such dates, 

during the duration of the Probationary Period, an NIGC field representative may 

periodically examine records of each gaming facility to assure continued compliance with 

the policy. In addition, pursuant to its obligations under Paragraph 10 of this Agreement, 

the Tribe shall employ qualified internal auditor(s) to monitor compliance with NIGC's 

MICs regulations. During the duration of the Probationary Period, the internal auditor(s) 

shall review each gaming facility's financial records system on a monthly basis and shall 

provide the Regional Director of NIGC Region V, Tulsa, Oklahoma, copies of any and 

all reports generated by the internal auditor(s) as a result of each monthly review. 

9. The Tribe will complete annual outside audits and timely submit the annual audits to the 

NIGC consistent with 25 C.F.R. $ 571.12. Prior to the commencement of gaming 

operations pursuant to this Agreement, the Tribe will provide to the NIGC Chairman a 

copy of the executed letter of engagement with the qualified accounting firm it has 

retained to conduct hture audits and outline the steps it ~ll take to ensure that audit 

reports are submitted in a timely manner. As set forth in 25 C.F.R. 8 571.12, annual 

audits are required of each gaming facility. 

10. The Tribe will establish a valid and sound system of internal controls. Prior to 

commencing gaming operations pursuant to this Agreement and through the Probationary 

Period, the Tribe will obtain the assistance of a qualified accounting firm to establish an 

adequate system of internal control standards that provide a level of control that equals or 

exceeds the requirements of 25 C.F.R. Part 542, Minimum Internal Control Standards 

("MICS"). These standards should follow the CPA MICS Compliance Reporting 
Guidelines, referenced in 25 C.F.R. 5 542.3(0(2). The Tribe will provide a copy of the 

procedures implementing these internal control standards to the NIGC at least sixty (60) 

days before the planned opening of any gaming facility during the Probationary Period. 

The accounting firm will develop an audit checklist for each gaming function and provide 

it to NIGC for review at least sixty (60) days prior to opening. The NIGC auditor will 

review the Tribe's internal control procedures and the accounting firm's audit checklist 

during such sixty (60) day period. The Tribe agrees that it will not open a gaming facility 

during the Probationary Period until the NIGC auditor's review is complete and the 

determination is made that the Tribe's internal control procedures equal or exceed the 

MICS, which determination shall not be unreasonably withheld or delayed. An auditor 

fiom the Tribe's accounting firm will audit the internal control standards of each gaming 

facility opened during the Probationary Period within seven (7) days of the opening of 

such gaming facility and as MICS audit requirements thereafter come due during the 

twelve (12) months following opening with respect to such gaming facility. The auditor 

will verbally notify the KCOA, the KTGC and the KBC and the Regional Director of 

NIGC Region V, Tulsa, Oklahoma, within forty-eight (48) hours of any deficiencies 

identified in control standards found pursuant to such audits. Within three (3) business 

days following the MICS audit, the auditor shall provide a written report of hisfher 

findings, including any deficiencies identified in control standards to the KCOA, the 

KTGC, the KBC, and the Regional Director of NIGC Region V, Tulsa, Oklahoma. The 

Tribe will diligently strive to correct any such deficiencies as it is made aware of them 

and notifl the NIGC of such corrections at the time they are made. The auditor will 

perform a full MICS audit at least sixty (60) days after any opening of a gaming facility 

during the Probationary Period and provide the compliance report to KCOA, KTGC, and 

the KBC and the Regional Director of the NIGC Region V, Tulsa, Oklahoma. KCOA 

will provide copies of all responses fiom the Tribe, KCOA, and KTGC to the compliance 

reports to the Regional Director of NIGC Region V, Tulsa, Oklahoma. A determination 

by the NIGC Chairman that any gaming facility of the Tribe is not in substantial 

compliance with the MICS may be the basis for additional NIGC enforcement action. 

The Tribe further agrees that all gaming facility employees will have completed a 

training program concerning the internal controls and procedures it has adopted or will 

adopt for operation of its gaming facilities, in particular those internal controls and 

procedures it has adopted or will adopt for handling of cash and the operation of any 

gaming activity including electronic gaming devices and related manual accounting 

systems. The KTGC will review the training program for the Tribe and must be satisfied 

that gaming facility employees have been satisfactorily trained concerning the internal 

controls and gaming related operational procedures before any gaming facility is allowed 

to be opened during the Probationary Period. The KTGC will report its determination 

with respect to each such facilities to the KCOA and the KBC and the Regional Director 

of NIGC Region V, Tulsa, Oklahoma, prior to the opening of each gaming facility during 

the Probationary Period. 

11. The Tribe agrees not to undertake Class I11 gaming or install Class I11 gaming devices 

except as permitted by a Tribal-State Compact. In commencing gaming operations 

pursuant to this Agreement, the Tribe agrees that the only games or gaming devices to be 

utilized are Class I1 games or Class I1 technologic aids to the play of bingo, to the play of 

games similar to bingo, or to the play of pull tabs and those Class I11 games and devices 
permitted under a Tribal-State Compact. In commencing Class I1 gaming operations 

pursuant to this Agreement, the Tribe agrees that the only games or gaming devices to be 

used are those games or specific devices determined by the NIGC, or its General 

Counsel, or a federal court to be Class I1 games or Class I1 technologic aids to the play of 

bingo, to the play of games similar to bingo, or to the play of pull-tabs. For Class I1 

gaming involving the use of such technologic aids, the Tribe agrees to play the game in 

the specific format determined by the NIGC, its General Counsel, or the federal court to 

constitute Class I1 gaming. Prior to the opening of each gaming facility, the Tribe will 

propose by letter the Class I1 games to be played at each gaming facility and the NIGC 

Chairman or his designee will agree or disagree that such games and their supporting 

technologic aids constitute Class I1 gaming. In the event that the NIGC Chairman or his 

designee concludes that certain games do not constitute Class I1 gaming, the NIGC 

Chairman or his designee will inform the Tribe of the games that do not qualifl as Class 

I1 and the Tribe will abide by this determination. 

The Tribe agrees, that during the Probationary Period, it will keep a current gaming 

machine inventory containing the manufacturer's name, the unique serial number, the 

name and description, and floor location for each game and gaming device to be placed in 

operation prior to commencing gaming operations pursuant to this Agreement, and 

provide a copy of such inventory to an NIGC representative upon request. The Tribe 

agrees that during the Probationary Period it will provide a floor plan showing location of 

all gaming devices prior to the opening of any gaming facility. The Tribe agrees to keep 

the floor plan current and provide a copy of such floor plan to an NIGC representative 

upon request during the Probationary Period. The Tribe agrees that during the 

Probationary Period it will require the vendors offering any electronic gaming system, 

including the devices set forth above, to certifj to the KTGC prior to play of the devices 

in the any of the Tribe's gaming facilities that the components of the system are 

communicating effectively, are correctly recording all cash and/or cashless transactions 

involved in game play, and otherwise comply with the requirements of the MICS 

established by the Commission in 25 C.F.R. Part 542. The KTGC will confirm this 

certification report and provide a copy of the report to the Region Director of NIGC 

Region V, Tulsa, Oklahoma. 

13. The Tribe will not offer any card games or table games during the Probationary Period 

except for card games as may be authorized for play in a Tribal-State Compact between 

the Tribe and the State of Oklahoma. The Tribe may play traditional paper bingo in its 

gaming facilities and sell paper pull-tabs in locations where the game of bingo is played. 

The Tribe will begin the play of paper bingo and/or the sale of paper pull tabs only after it 

establishes sound and adequate internal control standards for these games that provide a 

level of control that equals or exceeds the requirements of 25 C.F.R. Part 542. The Tribe 

will submit its internal control procedures and accompanying checklists for these games 

for review by an NIGC auditor, as described in Paragraph 10, Art. 11. 

14. The Tribe agrees to establish and maintain a vendor-licensing program for suppliers of 

gaming machines, equipment and services directly related to the use and operation of 

gaming machines and equipment, including advisory services. Prior to commencing 

gaming operations pursuant to this Agreement, the Tribe will adopt an ordinance, 
resolution, or procedures establishing a program to license such vendors doing business 

with the KCOA if the value of goods or services provided by the vendor is estimated to 

exceed $25,000 per year. This program will meet the requirements of the Tribal-State 

Compact as to any Class I11 gaming activity and will be audited under the provisions of 

25 C.F.R. 5 522.4(b)(4). The program shall establish suitability and licensing standards 

and require an adequate background investigation to evaluate and determine the 

suitability of each such vendor requiring a license. The Tribe will provide the program to 

the Region Director of NIGC Region V, Tulsa, Oklahoma, for review, and an NIGC field 

investigator will monitor compliance with the program. As part of such monitoring, 

during the Probationary Period, the Tribe will submit copies of vendor contracts subject 

to the licensing requirements estimated to exceed $25,000 per year to the NIGC. 

15. The parties to this Agreement specifically intend that the vendor licensing requirement 

described in Paragraph 14, Article 11, will be applied to each developer, consultant and 

lender, assisting the Tribe in connection with its opening the Kiowa Grand Center, a 

gaming facility at the Gaming Site, or any other gaming facility opened during the 

Probationary Period. The Tribe will exercise due diligence in making a licensing 

determination for each developer or consultant assisting the Tribe on gaming related 

matters and whose anticipated fee will be in excess of $25,000 per year. In exercising 

this due diligence, the Tribe will conduct a background investigation and render a 

suitability determination for (1) each person who is a director or principal management 

official of a corporation that is a party to such a development or consulting agreement, 

and (2) each person with a direct or indirect financial interest in such development 

agreement or consulting agreement. In making these determinations, the Tribe shall be 

guided by the provisions in the Oklahoma Tribal-State Compact, Part lO(B)(l). The 

Tribe will make available for review by the Chairman, or his designee, all background 

investigation materials and suitability determinations for each developer or consultant 

assisting the Tribe in connection with its opening these gaming facilities and any other 

gaming facility the Tribe intends to open during the probationary period. Failure of the 

Tribe to conduct a background investigation and render a suitability determination 

consistent with the vendor licensing program described in Paragraph 14, Article 11, after 

review of the background investigation materials for each individual identified above, 

who is associated with any developer, consultant, and lender as specified above, and 

before issuing a license to such developer or consultant shall be grounds for the Chairman 

to withhold the NIGC Letter described in Paragraph 1, Article 11. 

16. The Tribe will review NIGC Bulletin 01-05, Use of Net Gaming Revenues. Prior to 

conducting gaming operations, the Tribe will (1) prepare an outline of its intended use of 

net gaming revenues that complies with IGRA as discussed in NIGC Bulletin 01-05, (2) 

approve the outline by duly adopted resolution of the KBC, and (3) provide the NIGC 

Chairman a copy of the resolution and outline. In the event that the NIGC Chairman 

determines that the outline and/or the KBC resolution do not comply with IGRA, then the 

Tribe shall revise the outline andor repeal and enact a new resolution within thirty (30) 

days following the date the NIGC Chairman provides written notice of such 

noncompliance. During the Probationary Period, the NIGC will monitor the Tribe's 

allocation andlor distribution of net gaming revenues to ensure that such allocation andor 

distribution complies with IGRA, the aforementioned resolution of the KBC, andor any 
revenue allocation plan adopted by the Tribe that is approved by the Secretary of the U.S. 

Department of the Interior. The Tribe will provide the NIGC with quarterly statements 

reflecting its allocation and/or distributions of all net gaming revenues. In addition, the 

Tribe shall provide NIGC access to all relevant records to enable the NIGC to monitor its 

allocation and/or distribution of net gaming revenues. In the event that the NIGC 

Chairman determines that the Tribe's allocation and/or distribution of net gaming revenue 

violates IGRA andfor is inconsistent with the KBC resolution or any approved revenue 

allocation plan, then the Tribe shall be given a reasonable opportunity to correct such 

violations and/or inconsistency, which for purposes of this Agreement will be a period of 

thirty (30) days following the date the NIGC representative provides notice of such 

violation andlor inconsistency. Following the period to correct such violation andfor 

inconsistency, if the NIGC Chairman determines that net gaming revenues are not 

allocated and distributed in compliance with IGRA, the KBC resolution or any approved 

revenue allocation plan, then the NIGC Chairman may propose to rescind his 

modification to the Closure Order (CO-00-08) with respect to all gaming facilities. 

17. Prior to the commencement of gaming operations pursuant to this Agreement, the KBC 

shall amend the KCOA Charter to require the KCOA to prepare and submit to the KBC 

quarterly and annual reports showing: a balance sheet, income statement and cash flow 

statement for the KCOA for the quarter or year then ended, and a computation of 

reserves, distributable cash, and net revenues (which may constitute both reserves and 

distributable cash). The KBC shall also amend the KCOA Charter to provide for KBC 

approval or ratification of the establishment of reserves, the use of net revenues and the 

timing and amount of tribal distributions. In establishing reserves and in regard to the 

distribution of gaming revenue, the KBC shall consider and account for the obligations of 

the KCOA, as set forth in the credit, loan, and indenture agreements entered into by, or 

binding upon the KCOA. The KBC shall make these amendments to the KCOA Charter 

with the assistance of a qualified auditing firm to ensure that they are consistent with 

GAAP and correlate with the financial records system established by the Tribe, as 

described herein at Paragraph 8, Art. 11. These amendments shall be subject to the review 

and approval of the NIGC Chairman or an authorized designee, such approval not to be 

unreasonably withheld or delayed. 

18. The Tribe will review NIGC Bulletins 99-3, Independence of Tribal Gaming 

Commissions, and 94-3, Functions of a Tribal Gaming Commission. The Tribe will 

ensure that the KTGC has sufficient authority and ability to act independently of the KBC 

and the KCOA in the regulation of tribal gaming. At least sixty (60) days prior to the 

commencement of gaming operations pursuant to this Agreement, the Tribe will: (1) 

provide written explanation about the KTGC's independent role to the NIGC; (2) 

establish a budget for the KTGC sufficient to carry out its responsibilities; and (3) 

provide a written explanation to the NIGC on how the amount budgeted to the KTGC 

will allow it to carry out its responsibilities. The Tribe agrees it will not commence 

gaming operations pursuant to this Agreement until the NIGC Chairman or his designee 

provides written approval that KTGC's role and budget is in compliance with the abovecited NIGC Bulletins. The NIGC Chairman agrees to provide his approval or disapproval 

within sixty (60) days of receipt of the Tribe's written explanation of the independence of 

the KTGC and the adequacy of its budget, as provided for in this Paragraph 17, Article 11. 
In addition, throughout the Probationary Period, the NIGC may periodically monitor the 

regulation of the Tribe's gaming activity to ensure that the KTGC has sufficient funding, 

sufficient authority, and the ability to act independently of the KBC and the KCOA. 

19. Prior to the commencement of gaming operations pursuant to this Agreement, the Tribe 

will provide the NIGC all tribal laws, ordinances, andlor resolutions that delineate the 

responsibilities of the KBC, the KTGC, the KCOA, and any other tribal entity with 

authority regarding the Tribe's gaming activities. For the duration of the Probationary 

Period, the NIGC will monitor the operation and regulation of each gaming facility 

governed by this Agreement for the purpose of determining whether each of the 

aforementioned tribal entities are exercising authority consistent with the Tribe's laws, 

ordinances and/or resolutions. In the event that the Chairman of the NIGC determines 

that a gaming facility is operated or regulated by such tribal entities in a manner that is 

inconsistent with the Tribe's laws, ordinances and/or resolutions, then the Tribe shall be 

given a reasonable opportunity to correct such regulation or operation, which for 

purposes of this Agreement will be a period of thirty (30) days following the date the 

NIGC representative provides notice of such inconsistency. Following the period to 

correct such inconsistency, if the NIGC Chairman determines that the Tribe has failed to 

remedy such inconsistency, this determination will constitute a violation by the Tribe of 

the terms and conditions of this Agreement. As set forth in Article I1 (2), the NIGC 

Chairman may propose to rescind his modification to the Closure Order (CO-00-08) with 

respect to the gaming facility at issue. 

Article 111. Additional Covenants 

1. The Tribe will fully cooperate in any investigation conducted by the NIGC, the Office of 

Inspector General of the Department of the Interior, or other governmental agencies 

concerning its operations andlor possible financial irregularities at the Tribe's gaming 

operations and agrees to produce all relevant records andfor witnesses requested during 

those investigations. 

2. The Tribe agrees to payment of Civil Fine Assessment No. CFA-00-08 that is the subject 

of the Commission's Final Decision and Order in CO-00-08, subject to the conditions and 

in the manner described below. For its part, the NIGC and the NIGC Chairman agree not 

to pursue an additional civil fine assessment against the Tribe based on operation of 

gaming facilities prior to June 19, 2000, including civil fines for past violations, unpaid 

assessments and interest. The Tribe agrees to fully satisfy its obligation to pay the Civil 

Fine Assessment of one hundred thousand dollars ($100,000) as follows: twenty-five 

thousand dollars ($25,000) within ninety (90) days of the resumption of gaming 

operations and twenty-five thousand dollars ($25,000) within one hundred eighty (180) 

days of the resumption of gaming operations. If the Probationary Period expires and the 

NIGC has not issued an order pursuant to 25 C.F.R. 3 573.6, the remaining portion of the 

Civil Fine Assessment shall be forgiven. The payment will be made by check payable to 

the Treasurer of the United States and sent to: Administrative Officer, National Indian 

Gaming Commission, 1441 L Street NW, Suite 91 00, Washington, DC, 20005. 
3. This Agreement is intended to resolve any and all matters in dispute between the NIGC 

and the Tribe as of the date of this Agreement, including the matters referred to in CO-6- 

99, NOV-00-03, NOV-00-08, CO-00-08 and CFA-00-08. 

4. The terms and conditions of this Agreement shall not apply to, or restrict the ability of the 

Tribe to enter into a Tribal-State Compact with the State of Oklahoma. 

5. This Agreement may be executed in one or s and each shall constitute an 

original. A signature produced by to be an original signature 

and shall be effective and binding 

For the Kiowa Indian Tribe of 

Oklahoma 

Billy Evans Horse 
Exhibit A 

Gaming Site 

For purposes of this Agreement, "Gaming Site" shall mean: 

That certain 30-acre tract of land bounded and described as the 5% NE % NE %, E % NW 

% NE ?h NE 1/4 and 5% NE % NE % NE % NE % of Section 1 1, Township 5 South, Range 13 

West of the Indian Meridian, in Cotton County, Oklahoma, containing thirty acres, more or less, 

being the same tract that by Deed to Restricted Indian Land dated May 10,2000 Evans Ray 

Satepauhoodle and Genevieve Satepauhoodle, his wife, granted, bargained and sold to the United 

States of America in trust for the Kiowa Indian Tribe of Oklahoma and further being that same 

tract that by letter dated February 9,2001, Ernest E. Redbird, Acting Superintendent, Anadarko 

Agency, Bureau of Indian Affairs, certified as a portion of the original allotment of Nellie Doyah, 

Kiowa No. 3030 and located within the boundaries of the Kiowa, Comanche and Apache Tribes' 

original reservation as established in the Treaty of October 21, 1867.