Vice-Chairs and Commissioner(s) shall serve an initial term of one year, with subsequent
Vice-Chairs and Commissioners serving two-year terms.

(i) The following persons are not eligible to serve as Tribal Gaming Commissioners: Tribal
Committee members, while serving as such; employees of the gaming operation, while
serving as such; gaming contractors (including any principal of a management or other
contracting company): persons directly related to or sharing a residence with any of the
above; persons ineligible to be key employees or primary management officials. Tribal
members previously convicted of a felony, of embezzlement, of theft, or of any other
money-related crime or honesty-related crime (such as fraud) will only be allowed if the
Tonkawa Tribal Committee specifically finds a significant amount of time has passed and
that the person is now of trustworthy character. The Tribal Committee shall require a
criminal history check with appropriate law enforcement agencies and shall review this
criminal history report and make an appropriate suitability determination before appointing
an individual to a position as a Tribal Gaming Commissioner.

Gj) The independence of the Tribal Gaming Commission is essential to a well-regulated
gaming operation. For that reason, Commissioners may only be removed from office by the
Tribal Committee prior to the expiration of their respective terms for neglect of duty,
misconduct, malfeasance, or other acts that would render a commissioner unqualified for
his/her position. Any allegations of neglect of duty, misconduct, malfeasance, or other acts
that would render a commissioner unqualified for his/her position. Any allegations or
neglect of duty, misconduct, malfeasance, or other acts that would render him or her
unqualified for his/her position must be substantiated by a preponderance of the evidence.
Commissioners will be given an opportunity to provide evidence rebutting the grounds for
their proposed removal before the removal is considered. A vote of the Tribal Committee on
the validity of the removal shall be final and not subject to further appeal. A wrongful
removal shall entitle the affected Commissioner to compensation for expenses incurred in an
appeal and any pay withheld.

(k) A majority of the Commission shall constitute a quorum. The concurrence of a
majority of the members appointed to the Commission shall be required for any final
determination by the Commission. The Commission may act in its official capacity even if
there are vacancies on the Commission.

(1) Tribal Gaming Commissioners shall be compensated at a level determined by the Tribal
Committee. Commissioner compensation shall not be based on a percentage of gaming
revenue to ensure the Commission is not improperly influenced.

(m) The Commission shall keep a written record of all its meetings.

NOW, BE IT FURTHER RESOLVED, that the Tribal President of the Tonkawa Tribe is
hereby authorized to take all necessary action required to obtaining the full Federal approval of
the above Amendment to the Tonkawa Gaming Ordinance.

NOW, BE IT FURTHER RESOLVED, that this amended Section of Tonkawa Gaming
Ordinance shall be effective immediately upon Federal approval and new Commissioners under
said Amendment are to be appointed as soon as practical.


CERTIFICATION

We, the undersigned officers of the Tonkawa Tribal Committee, do hereby certify that the
foregoing Resolution T-R-03-06 was duly adopted this 13" day of February, 2006, at a duly
called special meeting of the Tonkawa Tribal Committee of the Tonkawa Tribe of Oklahoma, by
a vote of 3 for © against, and_© abstaining.

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(Aathont Street 2 y ordon L. Warrior
esident Vice-President
Dawena L. Pappan Oo.

Secretary- Treasurer


TONKAWA TRIBE OF OKLAHOMA

TONKAWA TRIBAL COUNCIL

1 RUSH BUFFALO ROAD * PHONE (580) 628-2561 « FAX: (580) 628-3375
WEB SITE: www.tonkawatribe.com
TONKAWA, OKLAHOMA 74653

RESOLUTION: T-R-03-06
A RESOLUTION CREATING A GAMING BOARD OF ADVISORS.

WHEREAS, the Tonkawa Tribe of Oklahoma is a Federally recognized Indian Tribe organized
under the Oklahoma Indian Welfare Act of 1936 with a Constitution and By-Laws approved by
the United States Secretary of the Interior, and

WHEREAS, the Tonkawa Tribal Committee is empowered by the Tonkawa Tribal Constitution
and By-Laws to speak for and act in behalf of the Tonkawa Tribe of Oklahoma, and

WHEREAS, the Tonkawa Tribal Committee has the duty and authority to act in the best interest
of the Tribe concerning tribal development, and

WHEREAS, the Tonkawa Tribal Committee has the authority to specifically authorize the Tribe
to enter business agreements for economic development for the Tribe, and

WHEREAS, by its previous action, the Tonkawa Tribal Committee determined to become
involved in Class II and/ or Class III Gaming as such terms are defined in the Indian Gaming
Regulatory Act, Public Law 100-497 as codified in 25 USC § 2701 et seq. (the “Gaming
Regulatory Act”) and the regulations (the “Regulations”) promulgated thereunder by the National
Indian Gaming Commission (the ’Commission”), and the Tonkawa Tribal Committee enacted a
Gaming Ordinance which was approved by the National Indian Gaming Commission, and

WHEREAS, the Tonkawa Tribal Committee finds it necessary to create a Gaming Board of
Advisors to serve in a management oversight role over the General Manager and the day-to-day
operations of the gaming operation to ensure a sufficient delineation between the Tribal
Committee and gaming Management, and

NOW, THEREFORE, BE IT RESOLVED, that effective immediately, the Tonkawa Tribal
Committee hereby creates a Gaming Board of advisors with the following attributes and
authority:

Board of Advisors

(a) In addition to the General Manager for the facilities, there shall be established a

Tribal Gaming Board of Advisors which shall serve in a management oversight role over the
General Manager and the day-to-day operations of the gaming operation. In the event that
the Tribe enters into a management contract approved by the NIGC, the Board may delegate


CERTIFICATION

We, the undersigned officers of the Tonkawa Tribal Committee, do hereby certify that
the foregoing Resolution T- 92-06 was duly adopted this 13 aay of February, 2006 at a duly
called special meeting of the Tonkawa Tribal Committee of the Tonkawa Tribe of Oklahoma, by
avote of “2 for_© against, and © abstaining.

y, Zs ; ,
tithe : Aiko

. Stree 7

“President Vice-President

Dawena L. Pappan
Secretary-Treasurer


10. Approve selection of bank or banks located in the state of Oklahoma for the
deposit and maintenance of the funds of the gaming facility.

11. Hold hearings on employee complaints, in compliance with procedures
established in the gaming ordinance and other Tribal gaming regulations or
personnel policies; and

12. Any other duties necessary to monitor and oversee the gaming operation.

(d) Board of Advisor positions shall be filled through appointment by the Tonkawa Tribal
Committee.

(e) At least one member of the Board of Advisors shall be a local business owner with no
ties to or financial interest in the gaming operations.

(f) The Tribe recognizes the importance of an independent Tribal Gaming Board of Advisors
in maintaining a well-managed gaming operation. To avoid potential conflicts of interest
between the operation and regulation of the gaming facility, the Tribe hereby finds that, at a
minimum:

1. No member of the Tribal Committee or Tribal Gaming Commission may serve
on the Board of Advisors;

2. No person directly related to or living with any Tribal Committee member or
Tribal Gaming Commissioner may serve on the Board of Advisors;

3. Members of the Board of Advisors are prohibited from gambling in the facility;
and

4. Members of the Board of Advisors are prohibited from accepting complimentary
items from the gaming operation.

(g) Members of the Board of Advisors may be removed from office by the Tribal Committee
prior to the expiration of their respective terms only for neglect of duty, misconduct,
malfeasance, or other acts that would render the Advisor unqualified for his/her position.
When the Tribal Committee believes that a removal is appropriate, it shall so notify the
Advisor(s) and hold a hearing on the matter. The Tribal Committee may opt to preliminarily
remove the Advisor pending the hearing. At the hearing the Advisor may provide evidence
rebutting the grounds for his/her removal. A vote of the Tribal Committee on the validity of
the preliminary removal shall be final and not subject to further appeal. A finding by the
Tribal Committee that the preliminary removal was wrongful shall entitle the affected
Advisor to compensation for expenses incurred in appealing the wrongful removal, and shall
entitle the Advisor to any pay withheld.

(h) Members of the Tribal Gaming Board of Advisors shall be compensated at a level
determined by the Tribal Committee.

NOW, BE IT FURTHER RESOLVED, that as soon as practical this provision shall be sent for
Federal approval as an amendment to the Tonkawa Tribal Gaming Ordinance.


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MAR 22 2006

Tonkawa Tribe of Oklahoma
1 Rush Buffalo Road
Tonkawa, Oklahoma 74653

Dear President Street:

This letter is in response to your request for the National Indian Gaming
Commission (NIGC) to review and approve an amendment to Section 3.3 of the
Tonkawa Tribe of Oklahoma Gaming Ordinance approved by Tribal Resolution
T-R-02-06 on February 13, 2006, as well as Tribal Resolution T-R-03-06,
approved on February 13, 2006, establishing a gaming board of supervisors.

This letter constitutes such approval under the Indian Gaming Regulatory
Act (IGRA). It is important to note that the gaming ordinance is approved for
gaming only on Indian lands, as defined in the IGRA, over which the Tribe has
jurisdictior

NATIONAL HEADQUARTERS — 1447 L St. NW, Suite 9100, Washington, DC 20005 Tel: 202.632.7003 Fax: 202.632.7066 WWw.NIGC.cov

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN: Tulsa, OK


some or all duties to the approved management contractor. The Board of Advisors shall
oversee al non-regulatory aspects of the gaming operation. Regulation of the gaming
operation shall be the sole responsibility of the Tribal gaming Commission.
(b) The Board of Advisors shall consist of three (3) members; a Chairperson, Vice-
Chairperson, and Advisor. Terms of office for members of the Tribal Gaming Board of
Advisors shall be as follows: the Chairperson shall serve an initial term of one year, with
subsequent Chairpersons serving three-year terms. The Vice-Chairperson and other
Advisor(s) shall serve an initial term of two years, with subsequent Vice-Chairpersons and
Advisors serving three-year terms. The members of the Board shall be subject to the same
background requirements as key employees and primary management officials, and must be
licensed accordingly. The minimum requirements for appointment as a member of the Board
of Advisors are as follows:

One of the following:
¢ Degree in Business Administration, Accounting, Marketing, or an equivalent field;
¢ Minimum five (5) years experience in business management;
* Minimum two (2) years experience in casino management; or

¢ Demonstrated knowledge of federal Indian law, the Indian Gaming Regulatory
Act, and related statutes and regulations.

e A basic knowledge of gaming management, business, finance, or law.
(c) The Board of Advisors shall perform the following duties:

1. Monitor the day-to-day operations of the gaming facility, whether management
by a tribal employee or a approved management contractor;

2. Inspect and examine on a periodic basis all books, records, and papers of the
gaming facility;

3. Approve hours of operation for the gaming facility;
4. Approve wager limits;
5. Approve marketing plans;

6. Approve the gaming facilities policies pertaining to the interview, selection, and
training of employees of the gaming operation;

7. Review employee policies, rates of pay, and hours of work;
8. Approve an annual operating budget, subject to Tribal Committee approval;

9. Approve contracts on behalf of the gaming facility requiring an expenditure in
excess of $25,000 subject Tribal Committee approval and NIGC review;


(4) Obtain and process fingerprints, or designate a law enforcement agency to
obtain and process fingerprints;

(5) Make suitability determinations, which shall be signed by the Chairman of the
Gaming Commission;

(6) Issue gaming licenses to management officials and employees of the
operation, consistent with the suitability determination;

(7) _ Inspect, examine and monitor all gaming activities, and have immediate
access to review, inspect, examine, photocopy and audit all records of the gaming
establishment;

(8) Ensure compliance with all Tribal, State, and Federal laws, rules, and
regulations regarding Indian Gaming;

(9) Investigate any suspicion of wrongdoing associated with any gaming
activities;

(10) Hold hearing on patron and/or employee complaints, in compliance with
procedures established in the gaming ordinance and other Tribal gaming regulations;

(11) Comply with any and all reporting requirements under the IGRA, Tribal-State
compact to which the Tribe is a party, and any other applicable law;

(12) Promulgate and issue regulations necessary to comply with the Tribe’s and the
NIGC’s minimum Internal Control Standards (MICS);

(13) Promulgate and issue regulations on the levying of fees and/or taxes
associated with gaming license applications;

(14) Promulgate and issue regulations on the levying of fines and/or suspension or
revocation of gaming licenses for violations of the gaming ordinance, or any other
Tribal, Federal, or State, if applicable, gaming regulations; and

(15) _ Perform such other duties the Commission deems appropriate for the proper
regulation of the Tribal gaming operation.

(g) The Gaming Commission shall ensure that all records and information obtained as a
result of an employee background investigation shall remain confidential and shall not be
disclosed to persons who are not directly involved in the licensing process. Under no
circumstances shall information obtained during the course of an employee background
investigation be disclosed to members of management, human resource personnel or others
employed by the tribal gaming operation.

This Section does not apply to requests for such information or records from any Tribal,
Federal or State law enforcement or regulatory agency, or for the use of such information or
records by the Commission and staff in the performance of their official duties.

(h) Terms of office for Tribal Gaming Commissioners shall be as follows: the Chair shall
serve and initial term of one year, with subsequent Chair serving three-year terms. The


additional Commissioner. The Tribal President shall serve as an ex-officio member of
the commission.

(b) The purpose of the Tribal Gaming Commission is regulatory, not managerial. The
Commission will conduct oversight to ensure compliance with Tribal, Federal, and, if
applicable, State laws and regulations. The Commission will serve as the licensing
authority for individuals employed in the gaming operation and will administer
background investigations as part of the licensing process. The Commission will also
have a role in monitoring compliance with the internal control standards for the gaming
operation and in tracking revenues. In order to carry out its regulatory duties, the
Commission shall have unrestricted access all areas of the gaming operation and to all
records. The Commission shal! have authority to take enforcement actions, including
suspension or revocation of an individual gaming license when appropriate.

(c) The Tribe recognizes the importance of an independent Tribal gaming Commission
in maintaining a well-regulated gaming operation. The Commission shall be and act
independently and autonomously from the Tribal Committee in all matters within its
purview. No prior or subsequent review by the Tribal Committee of any actions of the
Commission shall be required or permitted except as otherwise explicitly provided in this
Ordinance. To avoid potential conflicts of interest between the operation and regulation
of the gaming facility, the Tribe hereby finds that, at a minimum:

(1) No member of the Tribal Committee may serve on the Gaming Commission;

(2) No member directly related to or living with any Tribal Committee member or
Tribal Gaming Board of Directors member may serve on the Gaming Commission;

(3) Members of the Gaming Commission are prohibited from gambling in the
facility; and

(4) Members of the Gaming Commission are prohibited from accepting
complimentary items from the gaming operation, excepting food and beverages
valued at under twenty dollars.

(d) Tribal Gaming Commissioner positions shall be filled through appointment by
Tonkawa Tribal Committee.

(e) Nominees for positions of Tribal Gaming Commissioners must satisfy the suitability
standards set forth for key employees and primary management officials, found in this
Ordinance. Such background investigations shall be performed under the direction of a
third party qualified to perform such background investigations.

(f) The Tribal Gaming Commission shall:

(1) Conduct or cause background investigations to be conducted on, at a
minimum, primary management officials and key employees;

(2) Review and approve all investigative work conducted;

(3) Report results of background investigations to the NIGC;


TONKAWA TRIBE OF OKLAHOMA

TONKAWA TRIBAL COUNCIL

1 RUSH BUFFALO ROAD + PHONE (580) 628-2561 * FAX: (580) 628-3375
WEB SITE: www.tonkawatribe.com
TONKAWA, OKLAHOMA 74653

RESOLUTION: T-R-02-06

A RESOLUTION AMENDING SECTION 3.3 OF THE TONKAWA TRIBE OF
OKLAHOMA GAMING ORDINANCE AND AUTHORIZING THE SUBMISSION OF
THE AMENDMENT TO THE NATIONAL INDIAN GAMING COMMISSION FOR
IMMEDIATE APPROVAL.

WHEREAS, the Tonkawa Tribe of Oklahoma is a federally recognized Indian Tribe organized
under the Oklahoma Indian Welfare Act of 1936 with a Constitution and By-Laws approved by
the United States Secretary of the Interior, and

WHEREAS, the Tonkawa Tribal Committee is empowered by the Tonkawa Tribal Constitution
and By-Laws to speak for and act in behalf of the Tonkawa Tribe of Oklahoma, and

WHEREAS, the Tonkawa Tribal Committee has the duty and authority to act in the best interest
of the Tribe concerning tribal development, and

WHEREAS, the Tonkawa Tribal Committee has the authority to specifically authorize the Tribe
to enter into business agreements for economic development for the Tribe, and

WHEREAS, by its previous action, the Tonkawa Tribal Committee determined to become
involved in Class II and/ or Class III Gaming as such terms are defined in the Indian Gaming
Regulatory Act, Public Law 100-497 as codified in 25 USC § 2701 et seq. (the “ Gaming
Regulatory Act”), and the Regulations (the “Regulations”) promulgated thereunder by the
National Indian Gaming Commission (the “Commission”), and the Tonkawa Tribal Committee
enacted a Gaming Ordinance which was approved by the National Indian Gaming Commission,
and

WHEREAS, the Tonkawa Tribal Committee finds it necessary to amend said Gaming Ordinance
to provide for more efficient regulation of its Gaming operations, and

NOW, THEREFORE, BE IT RESOLOVED, by the Tonkawa Tribal Committee hereby
amends Section 3.3 of the Tonkawa Tribal Gaming Ordinance to read as follows:

Section 3.3 Gaming Commission

(a) The Tribe hereby establishes a Tribal Gaming Commission whose duty it is to
regulate tribal gaming operations. The Tribal Gaming Commission shall consist of 3
members. There shall be among them a Chairperson, Vice-Chairperson, and at least one