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PRE-OPENING AGREEMENT 

This Agreement is entered into by and between the Apache 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 action: 1) Notice of Violation and Order of Temporary 

Closure No. NOV-CO-99-01. 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 

Anadarko, Oklahoma. The Apache Tribal Gaming Commission ("ATGC") is a duly 

created agency of the Tribe that has been granted authority and responsibility by the 

Apache Business Committee ("ABC") to regulate the gaming activities conducted by the 

Tribe 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 

Apache Tribe of Oklahoma, as a tribal entity. Agreement by the Tribe, through the ABC, 

to any provisions in this Agreement shall also be considered as binding on the ATGC and 

w any other tribal entity that has authority andlor involvement in the Tribe's gaming 

facilities. 

2. On January 6, 1999, the NIGC Chairman issued a Notice of Violation and Order of 

Temporary Closure No. NOV--CO-99-01 for the following substantial violations: failure 

to correct violations within the time permitted in a notice of violation and operating Class 

I11 games in the absence of a Tribal-State compact. 

The Tribe failed to submit audit reports for it Na-I-Sha gaming facility for fiscal years 

1993, 1994, 1995, and 1996. On March 3, 1997, the Tribe and the NIGC entered into a 

Memorandum of Understanding ("MOU") extending the due date for the submission of 

all audit reports 160 days to August 10, 1997. The Tribe failed to comply with the MOU. 

On October 30, 1997, the NIGC Chairman issued a Notice of Violation, NOV-A-97-067, 

against the Tribe for failure to submit these audit reports. The NOV became a final order 

of the Commission, as the Tribe did not appeal it. On December 1, 1997, the NIGC 

Chairman issued a Notice of Proposed Civil Fine Assessment in the amount of $40,000. 

On January 23, 1998, the Tribe reached a settlement with the NIGC regarding the 

Proposed Civil Fine, agreeing to pay $16,000.00, to submit all future audit reports in 

compliance with the NIGC regulations, and to provide audited general-purpose financial 

statements in lieu of the previous delinquent audit reports by March 2, 1998. The Tribe 

then failed to: provide a timely submission of its 1997 annual audit report, submit the 

general-purpose financial statements, and to make payments under the settlement 

agreement. On July 17, 1998, the NIGC Chairman issued NOV-98-13 to the Tribe for 
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failing to submit an annual audit report for fiscal year 1997. To correct the violation, the 

Tribe had to submit the report within 30 days of the service of the NOV. The NIGC did 

not receive the report in such time period. The Tribe did not appeal NOV-98-13, which 

became a final order of the Commission. 

4. In addition, between November 13, 1998 and on or about December 8, 1998, the Tribe 

offered a variety of Class I11 gaming machines for play at their gaming facility in the 

absence of a Tribal-State compact. 

5. In light of the aforementioned substantial violations, on January 6, 1999, the NIGC 

Chairman issued NOV-CO-99-01, and, as directed in the Closure Order, the Tribe closed 

its Na-I-Sha gaming facility, which has been closed ever since. This notice of violation 

and closure order was not appealed by the Tribe and, thus, became a final order of the 

Commission. 

6. It is also noted that while operating its gaming facility, the Tribe failed to conduct and 

submit necessary background investigations on key employees and primary management 

officials and to submit fingerprints and license applications to the NIGC. Such failure 

was the subject of a Notice of Violation, NOV-96-18, which was the subject of a 

settlement agreement dated March 3. 1997. By such settlement agreement, the Tribe 

agreed to pay a civil fine of $10,000. Again, on January 23, 1998, the Tribe and the 

NIGC entered into a settlement of a Proposed Civil Fine, NOV-TBI-97-062, to address 

the Tribe's continued failure to submit investigative reports and suitability determinations 

regarding key employees and primary management offices to the NIGC as required by 

NIGC regulations. Pursuant to such agreement, the Tribe agreed to pay a civil fine of 

$2,000. 

7. On May 4, 2005 the Tribe commenced settlement discussions with the NIGC staff. The 

Tribe submitted a "Petition for Modification of Closure Order" to the Commission on 

khbu u120o5. 

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 the Order in NOV-CO-99-01, under which the NIGC 

Chairman issued a temporary closure order that directed the Tribe to cease and desist 

from all gaming activity in its Na-I-Sha 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 
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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 that 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 under the remaining terms of this paragraph 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 twenty-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 the gaming facility, 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. $ 573.3, the parties agree will be a period of thirty (30) days following the 

date the NIGC representative provides 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. 9 573.6, 

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, andlor the terms 

and conditions of this Agreement, the NIGC Chairman may propose to rescind the 

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 and the ATGC. The Tribe shall have thirty (30) days to respond in writing to 

the NIGC Chairman's proposed rescission order. Following its consideration, if 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 and/or 

recommended decision by that presiding official. This provision is not intended by the 
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parties to permit further judicial review of the Commission's final orders in NOV-98-13 

or NOV-CO-99-01, which this Agreement otherwise resolves, as provided in Paragraph 

4, Article 111. However, the Tribe may seek judicial review of a Commission order 

rescinding a modification to the Closure Order, under which the Tribe operates its 

gaming facilities in the probationary status described herein, if such recission 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 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 Na-I-Sha gaming facility 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 in writing that the Proposed Facility meets the requirements of IGRA. To 

begin such discussions, the Tribe will provide at least one hundred twenty (120) days 

notice to the NIGC of its intent to open or operate such Proposed Facility. The Tribe will 

include in the notice: specific site information, a description of the gaming to be offered 

in the Proposed Facility, and its legal analysis of whether the site on which the gaming is 

to be offered qualifies as "Indian lands" as defined by IGRA. 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 agrees that prior to any gaming occurring on any lands other than the Na-I-Sha 

gaming facility site, the NIGC Chairman must determine whether the lands for the 

proposed gaming site(s) satisfy the definition of "Indian lands" over which the Tribe has 

jurisdiction, as set forth in IGRA. Therefore, 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 such lands following the abovedescribed review and consultation. The Tribe agrees not to open any gaming facility on 

any lands during the Probationary Period, with the exception of the Na-I-Sha gaming 

facility site, until after the Tribe receives written notification from the NIGC Chairman, 

or his designee, that the described lands qualify as gaming eligible "Indian Lands" over 

which the Tribe has jurisdiction, as that term is defined in IGRA and NIGC regulations. 
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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 ATGC. With respect to each 

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

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

opening a report under 25 CFR 5 556.5(b). If during such sixty (60) day period, the 

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

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

the ATGC has provided a report pursuant to 25 C.F.R. 8 556.5(b), the ATGC 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 ATGC following a 

required background investigation and a suitability determination by the ATGC and 

further review by the NIGC of the suitability determination and supporting materials 

pursuant to 25 C.F.R. 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 

Y;WrWS' 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 

ATGC in accordance with 25 C.F.R. $ 558.4. The Tribe further agrees and acknowledges 

that the principal management officials and/or board members of any tribal entity that is 

involved in operating the Tribe's gaming facilities 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 the contract is 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 its collateral agreements, meaning any contract that is related either 

directly or indirectly to the development and/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). 
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7. Prior to the commencement of gaming operations pursuant to this Agreement, the Tribe 

'd 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. $$ 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 

in writing that the records retention policy is in accord with the requirements of 25 C.F.R. 

$$ 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 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 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) and minimum internal control standards for accounting as required by 

proposed 25 C.F.R. $ 542.19. 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 and/or 

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 a written 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 sixty (60) 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 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, Article I1 of this Agreement, the 

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

MICs regulations and proposed 25 C.F.R. $ 542.19. During the duration of the 
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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 will take to ensure that audit 

reports are submitted in a timely manner. As set forth in C.F.R. $ 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 the 

commencing gaming operations pursuant to this Agreement and throughout the 

Probationary Period, the Tribe will enter into an engagement with an accounting firm 

experienced in Native American casino accounting and auditing. The purpose of the 

engagement will be to obtain the assistance of the firm in establishing a system of 

internal control standards that provide a level of control that equals or exceeds the 

requirements of 25 CFR Part 542, Minimum Internal Control Standards ("MICS"); that 

contain standards for currency transaction reporting that comply with 31 CFR part 103; 

and that establish standards for games not addressed in 25 CFR Part 542, as required by 

25 CFR 542.3(c ). Upon execution of an engagement letter with the accounting firm for 

the above-described purposes, the Tribe shall provide a copy of the engagement letter to 

the Regional Director of NIGC Region V, Tulsa, Oklahoma. The Tribe shall adopt these 

Tribal Internal Control Standards ("TICS") and establish a deadline, not to exceed the 

date of reopening, by which the gaming operation must come into compliance with the 

TICS. In order to comply with the TICS, each gaming operation shall develop and 

implement an internal control system that, at a minimum, complies with the tribal internal 

control standards, as required by 25 C.F.R 4 542.3(d). The Tribe will provide a copy of 

the TICS and a copy of gaming operation's internal control standards and the procedures 

implementing these internal control standards to the Regional Director of NIGC Region 

V, Tulsa, Oklahoma (Regional Director) at least sixty (60) days before the planned 

opening of any gaming facility during the Probationary Period. The NIGC Region V 

Field Auditor will review the TICS and the gaming operation's internal control standards 

and procedures within sixty (60) days of receipt. The Tribe agrees that it will not open a 

gaming operation during the Probationary Period until the NIGC Field Auditor's review 

is complete and the determination is made in writing that the TICS and the gaming 

operation's internal control standards and procedures equal or exceed the NIGC's 

Minimum Internal Control Standards, which determination shall not be unreasonably 

withheld or delayed. An independent Certified Public Accountant (CPA) shall be 

engaged by the Tribe to perform "Agreed-Upon Procedures" to verify that the gaming 

operation is in compliance with the minimum internal control standards (TICS). The CPA 

shall report each event and procedure discovered by or brought to the CPA's attention 

that the CPA believes does not satisfy the minimum standards and comply with 25 C.F.R. 
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$ 542.3(f), as practicable. The CPA shall perform the "Agreed-Upon Procedures" no 

sooner than sixty (60) days and no later than ninety (90) days after the reopening date of 

the gaming operation. The CPA shall complete MICS compliance checklists provided by 

the NIGC, or ones that provide a comparable level of testing. The "Agreed-Upon 

Procedures" report shall be completed and provided to the Tribe, the ABC, the ATGC 

and the Regional Director within one hundred-twenty (120) days after the reopening of 

the gaming operation. Responses to the exceptions identified in the "Agreed-Upon 

Procedures" report by management of the gaming operation will be provided to the NIGC 

Regional Director within one-hundred fifty (1 50) days after the reopening of the gaming 

operation. A determination by the NIGC Chairman that any gaming operation 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 operation employees 

will have completed a training program concerning the internal controls and procedures it 

has adopted or will adopt for operation of its gaming operations, 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, computerized 

gaming machine accounting systems, manual accounting systems and Title 31 training. 

The ATGC will review the training program of the gaming operation and must be 

satisfied that gaming operation employees have been satisfactorily trained concerning the 

internal control standards and gaming related operational procedures before any gaming 

operation is allowed to be opened during the Probationary Period. The ATGC will 

prepare a written report of its determination that the gaming operation has implemented 

an acceptable employee training program with respect to each such facility and provide it 

to the gaming operation and the NIGC Regional Director prior to the opening of any 

gaming operation during the Probationary Period. No sooner than twenty (20) days prior 

to reopening, the Tribe will notify the NIGC Regional Director, who will inspect the 

gaming operation's surveillance system to determine if the system complies with 

appropriate NIGC MICS requirements. The gaming operation may not reopen until 

compliance with surveillance requirements is achieved.. 

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 
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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 qua1if)r as Class 

11 and the Tribe will abide by this determination. 

12. 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 certify to the ATGC 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 ATGC will confirm this 

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

Region V, Tulsa, Oklahoma. 

qw 

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. This program will also 

pertain to entities andfor individuals providing equipment and services related to card 

games, 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 Tribe 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 
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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. 

The parties to this Agreement svecificallv 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 any _earning facilitv opened 

during the Probationa~ Period. The Tribe will exercise due diligence in making a 

licensing determination for each developer, consultant. or lender assistinp the Tribe on 

gamine 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, consulting. or 

lending agreement, and (2) each person with a direct or indirect financial interest in such 

development, consulting. or lending agreement. In making these determinations. the 

Tribe shall be guided by the vrovisions in the Oklahoma Tribal-State Compact, Part 

10Bl The Tribe will make available for review by the NIGC Chairman. or his 

designee, all background investipation materials and suitability determinations for each 

developer. consultant. or lender assisting the Tribe in connection with its opening any 

gaming facilitv 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 anv developer, consultant. and lender as s~ecified above. and before 

issuing a license to such developer. consultant. or lender shall be grounds for the NIGC 

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) Drevare 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 bv duly adopted resolution of the ABC. and (3) provide the NIGC 

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

deternines that the outline and/or the ABC resolution do not com~lv with IGRA. then the 

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

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

noncompliance. Durin~ the Probationary Period. the NIGC will monitor the Tribe's 

allocation andfor distribution of net gaming revenues to ensure that such allocation and/or 

distribution complies with IGRA. the aforementioned resolution of the ABC. and/or any 

revenue allocation plan adopted bv the Tribe that is approved by the Secretarv of the U.S. 

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

reflecting its allocation andfor 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 
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Chairman determines that the Tribe's allocation andor distribution of net gaming revenue 

violates IGRA andlor is inconsistent with the ABC resolution or anv 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 written notice of 

such violation and/or inconsistency. Following the period to correct such violation 

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

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

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

modification to the Closure Order with respect to all gaming facilities. 

17. 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 ATGC has sufficient authority and ability to act independently of the ABC 

and any other tribal entity 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 ATGC's independent role to the NIGC; 

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

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

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 ATGC's role and budget is in compliance with the abovecited NIGC Bulletins. In addition, throughout the Probationary Period, the NIGC may 

periodically monitor the regulation of the Tribe's gaming activity to ensure that the 

ATGC has sufficient funding, sufficient authority, and the ability to act independently of 

the ABC or any other tribal entity. 

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

will provide the NIGC all tribal laws, ordinances, and/or resolutions that delineate the 

responsibilities of the ABC, the ATGC, the Apache Development Authority (ADA), the 

Apache Humanitarian and Economic Development Program (HEDP), and any other tribal 

entity with authority and/or involvement 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 andor resolutions. In the event that the NIGC Chairman 

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, resolutions andor IGRA, 

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 written 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 
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Article I1 (2), the NIGC Chairman may propose to rescind the modification to the Closure 

Order with respect to any and all gaming facilities at issue. 

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

or other proper tribal governing body will require any tribal or other entity with authority 

as to the Tribe's gaming activities, including the ADA or the HEDP, to prepare and 

submit to the ABC or other proper tribal governing body quarterly and annual reports 

showing: a balance sheet, income statement and cash flow statement for each entity at 

issue for the quarter or year then ended, and a computation of reserves, distributable cash, 

and net gaming revenues (which may constitute both reserves and distributable cash). 

The ABC or other proper tribal governing body also shall ensure its involvement in and 

authority over use of gaming revenue, including approval or ratification of the 

establishment of reserves, the use of net gaming revenues and the timing and amount of 

tribal distributions. Resolutions, ordinances, or other tribal enactments establishing the 

aforementioned shall be conveyed to the NIGC Chairman or an authorized designee prior 

to the inception of gaming operations. 

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 andor possible financial irregularities at the Tribe's gaming 

facilities and agrees to produce all relevant records andlor witnesses requested during 

those investigations. 

2. The Tribe agrees to payment of $18,950, which is the balance owed by the Tribe pursuant 

to its prior settlement agreements with the NIGC, dated March 3, 1997 and January 23, 

1998. Pursuant to the March 3, 1997 settlement, the Tribe agreed to pay a civil fine of 

$10,000. The first payment was due on April 1, 1997 with each successive payment on 

the first day of the following month until paid in full on January 1, 1998. The Tribe only 

paid $7,000 of this fine and, therefore, has an outstanding balance of $3,000. By a 

January 23, 1998 settlement, the Tribe agreed to settle Proposed Civil Fine NOV-TBI-97- 

062 by paying a fine of $2,000. Toward such obligation, the Tribe paid $1,250 and has an 

outstanding balance of $ 750.00. Finally, per a second settlement agreement on January 

23, 1998, the Tribe agreed to settle Proposed Civil Fine A-97-067 by paying a fine of 

$16,000. The NIGC Chairman agreed to stay $1 5,000 of the fine if the Tribe submitted 

certain audit reports according to an agreed upon schedule; however, the Tribe failed to 

submit these audit reports. The Tribe paid $800 towards this obligation. Therefore, a 

balance of $15,200 remains for this civil fine. The Tribe agrees to fully satisfy its 

obligation to pay $18,950 by paying such amount within ninety (90) days of the 
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resumption of gaming operations. The payment will be made by check payable to the 

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

Gaming Commission, 1441 L Street NW, Suite 91 00, Washington, D.C. 20005. Failing 

to pay $18,950 within ninety (90) days of resuming gaming operations 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 the modification to the Closure 

Order with respect to any and all gaming facilities at issue. 

4. 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 NOVCO-99-0 1. 

5. The terms and conditions of this Agreement shall not restrict the ability of the Tribe to 

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

6. This Agreement may be executed in one or more counterparts and each shall constitute an 

original. A signature produced by facsimile shall be deemed to be an original signature 

and shall be effective and binding for purposes of this Agreement. 

1 lllrywyI 

For the Apache Tribe of 

Oklahoma 

Nathan Tselee, Chairman 

Philip N. Hogen, Chairman 

Date: Ca-~y-~ sy Date: I 5 0 (Q