Exhibit 10.86
TRIBAL AGREEMENT
(LAKES PAWNEE MANAGEMENT)
THIS TRIBAL AGREEMENT (hereinafter referred to as the "Agreement") is made
as of January 12, 2005("Effective Date") by and among the Pawnee Nation of
Oklahoma ("Pawnee Nation"), a federally recognized Indian tribe, the Pawnee
Tribal Development Corporation ("Pawnee TDC"), a tribally-chartered corporation
created under the Constitution of and a governmental subdivision of Pawnee
Nation, and Lakes Pawnee Management, LLC, a Minnesota limited liability company
("Lakes Management").
RECITALS
A. The Pawnee Nation is a federally recognized Indian tribe eligible for
the special programs and services provided by the United States to Indian
tribes, and is recognized as possessing and exercising powers of
self-government. As a tribally-chartered corporation and governmental
subdivision, Pawnee TDC is vested with the sovereign immunity of the tribe, and
has been established to control and manage the economic affairs of the Pawnee
Nation. Pawnee TDC has established the following wholly-owned subsidiaries:
Pawnee Trading Post Gaming Corporation ("Pawnee Trading Post"), Pawnee Travel
Plaza Gaming Corporation ("Pawnee Travel Plaza") and Pawnee Chilocco Gaming
Corporation ( "Pawnee Chilocco" and together with Pawnee Trading Post and Pawnee
Travel Plaza, the "Pawnee Project Subsidiaries"), each as the legal entity which
will own and operate certain gaming projects which are to be developed by Pawnee
TDC on behalf of the Pawnee Nation (as further described in the Management
Contracts referenced below).
B. Lakes Management has entered into separate Management Agreements with
each of Pawnee Trading Post, Pawnee Chilocco and Pawnee Travel Plaza and
respectively dated as of January 12, 2005 (as amended from time to time,
respectively the " Trading Post Management Contract", the "Chilocco Management
Contract" and the "Travel Plaza Management Contract" and collectively, the
"Management Contracts"), pursuant to which Lakes Management is to provide
certain management services to each of the Pawnee Project Subsidiaries with
respect to certain "Projects", "Project Facilities" and related Ancillary
Facilities now or hereafter owned by such Pawnee Project Subsidiary as described
with specificity therein.
C. Pursuant to the terms of the Management Contracts, each of Pawnee TDC
and Pawnee Nation are required to execute and deliver this Agreement to induce
Lakes Management to enter into the Management Contracts together with certain
additional documents and agreements referred to therein or related thereto.
D. Pawnee TDC, Pawnee Nation and Lakes Management intend that this
Agreement shall be operative and binding upon the date of execution by the
parties (the "Effective Date").
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NOW, THEREFORE, in consideration of the hereinafter mutual promises and
covenants, and for other good and valuable consideration as set forth herein,
the receipt and sufficiency of which are expressly acknowledged, Pawnee TDC,
Pawnee Nation and Lakes Management agree as follows:
ARTICLE 1
DEFINITIONS
Except as otherwise defined below or in the recitals to this Agreement,
terms used in this Agreement shall have the meanings set forth in the Management
Contracts and/or the other documents and agreements executed by each Pawnee
Project Subsidiary with respect thereto:
"Claim" means any dispute, claim, question, or disagreement between either
Pawnee TDC or Pawnee Nation and any of Lakes Management or any of its Affiliates
that is directly or indirectly related to this Agreement, any of the other
Transaction Documents, a Gaming Project or any Project Facilities, whether
arising under law or in equity, whether arising as a matter of contract or a
tort, and whether arising during or after the expiration of this Agreement or
any of the other Transaction Documents.
"Gaming Project" shall have the meaning set forth in Section 2.1(k) hereof.
"Pawnee Entities" means individually and collectively, each of the Pawnee
Project Subsidiaries, Pawnee TDC and Pawnee Nation.
"Transaction Documents" means individually and collectively, this Agreement
and each of the Management Contracts, the Operating Notes, the security
agreements, dominion account agreements, mortgages, resolutions of limited
waiver and each other document or instrument now or hereafter executed by any of
the Pawnee Project Subsidiaries, Pawnee TDC and/or Pawnee Nation in favor of
Lakes Management or its respective Affiliates and related thereto or hereto or
any Gaming Projects.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties. Each of Pawnee TDC and Pawnee
Nation represents and warrants to Lakes Management that:
(a) Organization. Each Pawnee Project Subsidiary is a wholly-owned and
duly organized subsidiary of Pawnee TDC; Pawnee TDC is a duly
organized tribally-chartered corporation created under the
Constitution of the Pawnee Nation and is a wholly-owned governmental
subdivision of the Pawnee Nation; and the Pawnee Nation is a federally
recognized Indian tribe eligible to conduct gaming within the meaning
of IGRA.
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(b) Authority and Power. Each of Pawnee TDC and Pawnee Nation has taken
all action required by tribal or other law or any applicable document
or agreement, without the necessity of further action, as is necessary
to authorize the applicable Pawnee Entity to execute, deliver and
perform each of the Transaction Documents that such Pawnee Entity is
party to. Each of Pawnee TDC and Pawnee Nation has all requisite power
and authority to enter into the Transaction Documents to the extent a
party thereto and to perform its respective obligations thereunder,
and to consummate all other transactions contemplated thereby.
(c) Binding Obligations. Each of Transaction Documents (i) has been duly
executed and delivered by each of Pawnee TDC and Pawnee Nation to the
extent it is a party thereto, and (ii) constitutes the legal, valid,
binding, perfected and enforceable obligation of each of Pawnee TDC
and Pawnee Nation to the extent it is a party thereto, enforceable in
accordance with its respective terms, except as enforceability may be
limited by future bankruptcy, insolvency or similar proceedings,
limitations on rights of creditors generally and principles of equity,
and assuming the foregoing agreements are binding against the other
parties thereto.
(d) Gaming Licenses. All licenses, permits, approvals or other authority
required from the Gaming Commission to permit Lakes Management to
enter into any of the Transaction Documents to which it is a party and
perform its respective obligations thereunder have been granted.
(e) No Material Negative Obligations. There are no outstanding obligations
owing by any of Pawnee TDC or the Pawnee Nation, whether arising from
contracts, instruments, orders, judgments, decrees or otherwise, that
are likely to materially and adversely affect any Project or the
obligations or rights of Lakes Management under any of the Transaction
Documents to which it is a party.
(f) No Violation or Conflict. The execution, delivery and performance by
each of Pawnee TDC and Pawnee Nation of each Transaction Documents
that such Pawnee Entity is party to does not violate any Legal
Requirements nor conflict with or result in any breach of any
provision of, or constitute a default under, or result in the
imposition of any lien or charge upon Project or any asset of any
Pawnee Project Subsidiary, or result in the acceleration of any
obligation of any Pawnee Project Subsidiary under the terms of any
agreement or document binding upon such party, other than a conflict,
breach, default or imposition as shall not materially adversely affect
any particular Project or the obligations or rights of Lakes
Management under any of the Transaction Documents to which it is a
party.
(g) No Litigation. There are no judgments entered, or actions, suits,
investigations or proceedings pending, or to the knowledge of either
Pawnee TDC or Pawnee Nation, threatened, against either of them or
their respective Affiliates, or any of
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the assets or properties of any of such entities, that could have a
material adverse effect on any particular Project, its Project
Facilities, any Pawnee Entity's ability to enter into or perform any
of the Transaction Documents to the extent it is a party thereto.
(h) No Consents. No consent from any Governmental Authority arising from
any Legal Requirements not heretofore obtained by Pawnee TDC or Pawnee
Nation is required to execute, deliver and perform its obligations
hereunder.
(i) Full Disclosure. No representation or warranty of either Pawnee TDC or
Pawnee Nation in this Agreement or the other Transaction Documents and
no report or statement delivered to any of Lakes Management or its
respective Affiliates by or on behalf of either Pawnee TDC or Pawnee
Nation, contains any untrue statement or omits to state a material
fact necessary to make any such representation, warranty, report or
statement, in light of the circumstances in which they were made, not
misleading. Each of Pawnee TDC and Pawnee Nation has fully disclosed
to Lakes Management the existence and terms of all material agreements
and Legal Requirements, written or oral, relating to any particular
Project.
(j) No Tribal Tax. No particular Project, Project Facilities, any Pawnee
Project Subsidiary, any of Lakes Management or its Affiliates, nor the
transaction(s) between the parties contemplated by the Transaction
Documents are now, or at any time during the term of this Agreement
will be, subject to any tribal tax, assessment or imposition of any
sort other than (i) reasonable pass-through taxes on Project patron
which are consistent with gaming resort industry practices, and (ii)
license or other fees for background investigations performed by the
Gaming Commission of "key employees" and "primary management
officials" of the particular Project's Gaming Facility, as defined in
25 C.F.R. Section 502.14 and 25 C.F.R. Section 502.19, and reasonable
and customary regulatory fees imposed on the Gaming Facility by the
Gaming Commission (which amounts shall be subject to an annually
approved budget submitted by the Gaming Commission).
(k) Gaming Project Ownership. Except as otherwise expressly excluded under
the Transaction Documents, all gaming projects and gaming and
non-gaming assets and facilities related or ancillary thereto (each
collectively referred to herein as a "Gaming Project") of either
Pawnee TDC and/or Pawnee Nation are owned and operated by one of the
Pawnee Project Subsidiaries, or if any Gaming Project is owned by
another subsidiary of Pawnee TDC and/or Pawnee Nation, then (i) if the
Gaming Project constitutes the Project, Gaming Facility and Project
Facilities described and defined in the Management Contract, such
subsidiary has entered into a Management Contract and related
documents with Lakes Management and/or its Affiliates with respect
thereto on the same terms and conditions as are set forth in the
Management Contract and the other Transaction Documents, and has
otherwise satisfied the terms and conditions required by Section 3.1
(f) hereof,
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or (ii) with respect to any other Gaming Projects, the subsidiary has
entered into a written agreement with Lakes Management and/or its
Affiliates granting such entity the same right of first refusal to
manage such projects as has been granted to Lakes Management under the
terms of Section 9.21 of the Management Contract and has otherwise
satisfied the terms and conditions required by Section 3.1 (f) hereof.
ARTICLE 3
COVENANTS
Section 3.1 Covenants. Each of Pawnee TDC and Pawnee Nation covenants and
agrees as follows:
(a) Additional Documents. It shall or shall cause each Pawnee Project
Subsidiary to execute any additional instruments as may be
reasonably required by Lakes Management to carry out the intent
of any of the Transaction Documents or to perfect or give further
assurance of any of the rights granted or provided for under such
Transaction Documents.
(b) Non-Impairment. It shall not and shall not permit any Pawnee
Project Subsidiary or any of their other governmental
instrumentalities or subsidiaries to enact any law, ordinance,
rule or regulation impairing the rights or obligations of any
Pawnee Entity or any of Lakes Management or its respective
Affiliates under any of the Transaction Documents.
(c) No Tax. It shall not and shall not permit any Pawnee Project
Subsidiary or any of their other governmental instrumentalities
or subsidiaries to impose any tax, fee or assessment on any of
Lakes Management, its respective Affiliates, any Contractor, any
Project and its Project Facilities, and/or any of the
transactions contemplated by the Transaction Documents other than
(i) reasonable pass-through taxes on Project patron which are
consistent with gaming resort industry practices, and (ii)
license or other fees for background investigations performed by
the Gaming Commission of "key employees" and "primary management
officials" of the particular Project's Gaming Facility, as
defined in 25 C.F.R. Section 502.14 and 25 C.F.R. Section 502.19,
and reasonable and customary regulatory fees imposed on the
Gaming Facility by the Gaming Commission (which amounts shall be
subject to an annually approved budget submitted by the Gaming
Commission).
(d) Gaming Project Ownership. Except as otherwise expressly excluded
under the Transaction Documents, all Gaming Projects shall be
owned and
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operated by one of the Pawnee Project Subsidiaries; provided that
a Gaming Project may be owned and operated by another subsidiary
of Pawnee TDC so long as prior to acquiring such ownership: (i)
if the Project, Gaming Facility and Project Facilities described
and defined in any applicable Management Contract are owned by
such other subsidiary, such subsidiary has entered into a
Management Contract and related documents with Lakes Management
and/or its Affiliates with respect thereto on the same terms and
conditions as are set forth in such Management Contract and the
Transaction Documents related thereto, (ii) with respect to any
other gaming projects owned or to be owned by such other
subsidiary, the subsidiary has entered into a written agreement
with Lakes Management and/or its Affiliates granting such entity
the same right of first refusal to manage such projects as has
been granted to Lakes Management under the terms of Section 9.21
of the Management Contract; (iii) Lakes Management shall have
received the following, each in form and substance reasonably
acceptable to it: (aa) certified copies of the organizational
documents of the new subsidiary, together with reasonable
evidence that such subsidiary is wholly owned by Pawnee TDC, (bb)
new Resolutions of Limited Waiver with respect to all of such
documents and agreements from each of the new subsidiary, Pawnee
TDC and Pawnee Nation containing substantially the same
resolutions and terms as set forth in the Resolutions of Limited
Waiver received by Lakes Management in connection with the
execution of the original Transaction Documents, (cc) legal
opinions from counsel to each of the new subsidiary, Pawnee TDC
and Pawnee Nation with respect to the such new documents and
agreements containing substantially the same opinions as provided
to Lakes Management in connection with the execution of the
original Transaction Documents, and (dd) each of Pawnee TDC and
Pawnee Nation shall have executed and delivered an amendment to
this Agreement incorporating all such new documents and
agreements as additional "Transaction Documents" hereunder and
such project subsidiaries, projects and related assets shall be
subject to the same terms and restrictions set forth herein; and
(iv) at the time of satisfaction of the foregoing conditions, no
"Event of Default" by any Pawnee Entity under the Transaction
Documents has occurred and is continuing.
(e) Charter Amendment. On or before June 1, 2005, unless otherwise
agreed or waived in writing, the Pawnee Nation shall have
delivered to Lakes Management either (i) a legal
interpretation/opinion determination letter from the Pawnee
Nation's attorneys or highest judicial office that any
limitations or restrictions contained in the Corporate Charter of
the Pawnee Tribe of Oklahoma, a federally-chartered corporation,
does not apply to and has no legal effect on the validity of the
Management Contracts, this Tribal Agreement or any related
documents, or (ii) a certified copy of an amendment to the
Corporate Charter of the Pawnee Tribe of Oklahoma, a
federally-chartered corporation, or other evidence reasonably
satisfactory to Lakes pursuant to which the Corporate Charter
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of the Pawnee Tribe of Oklahoma, federally-chartered corporation,
shall have been amended to remove any limitations or restrictions
that would otherwise prevent either the Pawnee Nation or Pawnee
TDC and its wholly-owned subsidiaries from entering into this
Tribal Agreement or any related documents or that would require
the approval of the Management Contracts, this Tribal Agreement
or any related documents from the Secretary of the Interior or
any federal agency before the document becomes legally valid and
enforceable.
ARTICLE 4
EVENTS OF DEFAULT
Section 4.1 Events of Default. Each of the following shall constitute a
"Event of Default" under this Agreement:
(a) A Material Breach by either Pawnee TDC or Pawnee Nation exists. As
used in this paragraph, the term "Material Breach" shall mean any of
the following circumstances (i) material failure of either of such
parties to perform a material obligation hereunder or any other
Transaction Document to which it is a party, or (ii) any
representation or warranty made pursuant to Section 2.1 hereof proves
to be knowingly false or erroneous in any material way when made or at
any time shall fail to be true and correct in all material respects.
(b) Either Pawnee TDC or Pawnee Nation violates any of the covenants in
Section 3.1 of this Agreement, and after sixty (60) days have passed
following a request by Lakes Management to such Pawnee Entity to cure
the violation, during which the violation has not been cured.
(c) Either Pawnee TDC or Pawnee Nation has: (i) filed for relief under the
United States Bankruptcy Code or has suffered the filing of an
involuntary petition under the Bankruptcy Code that is not dismissed
within sixty (60) days after filing; (ii) a receiver appointed to take
possession of all or substantially all of such entities property; or
(iii) suffered an assignment for the benefit of creditors.
(d) The Pawnee Nation is no longer an Indian tribe eligible to conduct
gaming within the meaning of IGRA.
Section 4.2 Cure of Event of Default. Upon the occurrence of an Event of
Default, Lakes may provide written notice to either Pawnee TDC or Pawnee Nation
of such default and, if it is possible for such party to cure the Event of
Default, it shall have thirty (30) days following receipt of notice to effect a
cure; provided, however, that if the nature of such breach (but specifically
excluding breaches curable by the payment of money) is such that it is not
possible to cure such breach within thirty (30) days, such thirty-day period
shall be extended for so long
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as either Pawnee TDC or Pawnee Nation, as applicable, shall be using diligent
efforts to effect a cure thereof but no more than an additional sixty (60) days.
Upon the occurrence of any of the events described in Section 4.1 and during any
applicable cure period, Lakes Management may suspend its performance under the
Transaction Documents. The discontinuance or correction of an Event of Default
shall constitute a cure thereof. If either Pawnee TDC or Pawnee Nation fails to
cure the Event of Default within the 30-day period, Lakes Management may take
any one or more of the following actions: (a) suspend all performance of Lakes
Management under the Transaction Documents; (b) declare all obligations of any
Pawnee Entity under the Transaction Documents to be immediately due and owing,
(c) terminate either or both of the Management Contracts; and/or or (d) pursue
any other remedy available at law, in equity or by agreement, subject to the
provisions of Article 5 hereof.
ARTICLE 5
DISPUTE RESOLUTION; WAIVERS OF SOVEREIGN IMMUNITY AND TRIBAL COURT
JURISDICTION; GOVERNING LAW
Section 5.1 Dispute Resolution. The parties agree that any Claim shall be
governed by the following dispute resolution procedures:
(a) The parties shall use their best efforts to settle the Claim. To this
effect, they shall consult and negotiate with each other in good faith
and, recognizing their mutual interests, attempt to reach a just and
equitable solution satisfactory to both parties. If they do not reach
such solution within a period of ten (10) days, then, upon notice by
either party to the other, all Claims shall be settled by arbitration
administered by the American Arbitration Association in accordance
with the provisions of its Commercial Arbitration Rules in effect at
the time of submission; except that: (a) the question whether or not a
Claim is arbitrable shall be a matter for binding arbitration by the
arbitrators, such question shall not be determined by any court and,
in determining any such question, all doubts shall be resolved in
favor of arbitrability; and (b) discovery shall be permitted in
accordance with the Federal Rules of Civil Procedure, subject to
supervision as to scope and appropriateness by the arbitrators. Unless
the parties otherwise agree to in writing, arbitration proceedings
shall be held at Oklahoma City, Oklahoma.
(b) The arbitration proceedings shall be conducted before a panel of three
neutral arbitrators, all of whom shall be currently licensed
attorneys, actively engaged in the practice of law for at least ten
(10) years, one of which shall have five (5) years of experience in
federal Indian law, and one of which shall have five (5) years of
experience in the gaming industry. The arbitrator selected by the
claimant and the arbitrator selected by respondent shall, within ten
(10) days of their appointment, select a third neutral arbitrator. In
the event that they are unable to do so, the parties or their
attorneys may request the American Arbitration Association to appoint
the third neutral arbitrator. Prior to the commencement of hearings,
each of the arbitrators appointed shall provide an oath or undertaking
of impartiality.
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(c) The arbitration award, order or decision shall be in writing signed by
each of the arbitrators, and shall state the basis for the award. The
arbitration award, order or decision shall be set forth in reasonable
detail as to its findings of fact and law, and basis of determination
of award form and amount or decision. Except to the extent such
enforcement will be inconsistent with a specific provision of this
Agreement, arbitration awards, orders and decisions made pursuant to
this Article 5 shall be enforceable in federal court under Title 9 of
the United States Code and any applicable tribal, federal or state law
governing the enforcement of arbitration awards, orders or decisions.
In addition to any basis for appeal of an arbitration award, order or
decision stated in Title 9 of the United States Code or any applicable
law governing the enforcement of arbitration awards, orders or
decisions, either party hereto may appeal an arbitration award, order
or decision on the basis that the arbitrators incorrectly decided a
question of law in making the award, order or decision, or the award,
order or decision was made in an arbitrary or capricious manner or in
manifest disregard of the factual evidence.
(d) Either party hereto, without having to exhaust any tribal remedies
first, shall have the right to seek and obtain a court order from a
court having jurisdiction over the parties requiring that the
circumstances specified in the order be maintained pending completion
of the arbitration proceedings, to the extent permitted by applicable
law.
(e) Judgment on any arbitration award, order or decision may be entered in
any court having jurisdiction over the parties. The arbitrators shall
have the power to grant injunctive and other equitable relief but not
have the power to award punitive, exemplary or consequential damages,
or any damages excluded by or in excess of any damage limitations
expressed in this Agreement.
(f) Each of Pawnee TDC and Pawnee Nation hereby expressly waives, and also
waives its right to assert, sovereign immunity and any and all
defenses based thereon with respect to any Claims; and each of such
parties further hereby consents to (i) binding arbitration under the
Commercial Arbitration Rules of the American Arbitration Association,
(ii) to empowering the arbitrators to take the actions and enforce the
judicial remedies described herein and in each of the Pawnee TDC
Resolution of Limited Waiver of Sovereign Immunity, Resolution #05 -
02, dated January 12, 2005 and Pawnee Nation Resolution of Limited
Waiver of Sovereign Immunity, Resolution #05 - 03, dated January 12,
2005 issued in connection with the execution of the Transaction
Documents (collectively, the Resolutions of Limited Waiver"), and
(iii) judicial proceedings in or before the United States District
Court for the Northern District of Oklahoma and all courts to which an
appeal therefrom may be available, or if that court determines it is
without jurisdiction, then to the courts of the State of Oklahoma and
all courts to which an appeal therefrom may be available, or if that
court determines it is without jurisdiction, then consents to any
tribal courts and all courts to which an appeal therefrom may be
available, but in each case, solely
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to compel arbitration or to enforce, modify or vacate any arbitration
award, order or decision of the abitrators.
(g) To the extent lawful in connection with any such Claims, each of
Pawnee TDC and Pawnee Nation expressly waive the application of the
doctrines of exhaustion of tribal remedies or comity that might
otherwise require that Claims be heard first in tribal court or other
tribal forum of Pawnee Nation. The waivers set forth herein only
extend to claims or proceedings brought by Lakes Management and its
Affiliates and any award of damages against any of Pawnee TDC, Pawnee
Nation or their respective Affiliates shall be payable solely out of
the Collateral (as defined in the Resolutions of Limited Waiver)
whether now or hereafter owned by any Pawnee Project Subsidiary, any
other Pawnee Entity or their Affiliates.
(h) Each of Pawnee TDC and Pawnee Nation, on behalf of themselves and each
of their Affiliates, agrees that any arbitration proceeding hereunder
may be consolidated with any other arbitration proceeding that any of
Lakes Management or its respective Affiliates may bring against one or
more of the Pawnee Project Subsidiaries or any other Affiliates of the
Pawnee Entities.
Section 5.2 Governing Law. This Agreement is governed by the laws of the
State of Oklahoma, except such State's conflict of laws provisions shall not
apply.
ARTICLE 6
MISCELLANEOUS
Section 6.1 Assignment. The rights and obligations under this Agreement
shall not be assigned or subcontracted by any party without the prior written
consent of the other party; provided, however, Lakes Management may assign this
Agreement to a wholly owned subsidiary without the consent of Pawnee TDC or
Pawnee Nation; provided further that Lakes Management, as applicable, shall
remain obligated for the performance of its subsidiary hereunder. Other than as
expressly provided in this Section 6.1, any attempted assignment or
subcontracting without prior written consent shall be void. Subject to the
preceding requirements, this Agreement is binding upon and inures to the benefit
of the parties and their respective successors and assigns.
Section 6.2 Notices. Any notice, consent or any other communication
permitted or required by this Agreement: (a) must be in writing; (b) shall be
effective three (3) days after the date sent; (c) must be delivered by personal
service, via fax with reasonable evidence of transmission, express delivery or
by certified or registered mail, postage prepaid, return receipt requested; and
(d) until written notice of a new address or addresses is given, must be
addressed as follows:
If to PawneeTDC or
Pawnee Nation: Pawnee Nation of Oklahoma
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000 Xxxxxx X. Xxxxx, Xxxxxxxx 00
X.X. Xxx 000
Xxxxxx, XX 00000
Attention: Chairman
With a Copy to: Xxxxx X. Xxxxxxxxxxx, Esq.
McAfee & Xxxx
Two Leadership Square
Tenth Floor
211 Noth Xxxxxxxx
Oklahoma City, OK 73102-7103
(copy to counsel does not constitute notice to a party)
If to Lakes: Lakes Pawnee Management, LLC
000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx
With a Copy to: Xxxxx X. Xxxxxxx, Esq.
Xxxxxxxx Xxxxxxx Xxxxx & Xxxxx XXX
X0000 First National bank Building
000 Xxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000-0000
and Xxxxx X. Xxxxx, Esq.
Maslon, Edelman, Xxxxxx & Brand, LLP
3300 Xxxxx Fargo Center
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000-0000
(copy to counsel does not constitute notice to a party)
Copies of any notices shall be given to the Gaming Commission at its last
known address.
Section 6.3 Amendments. This Agreement may be amended only by written
instrument duly executed by all of the parties and with any and all necessary
regulatory approvals, if any, required by Legal Requirements.
Section 6.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same agreement.
Section 6.5 Preparation of Agreement. This Agreement has been carefully
prepared and reviewed by counsel for each party hereto and may not be construed
more strongly for or against any party.
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Section 6.6 Compliance with Legal Requirements. All parties shall at all
times comply with all Legal Requirements.
Section 6.7 Further Assurances. The parties agree to do all acts and to
deliver all necessary documents as from time to time are reasonably required to
carry out the terms and provisions of this Agreement, including the filing of
financing statements and related security instruments described herein.
Section 6.8 Cooperation; Approvals. Each of the parties agrees to cooperate
in good faith with the other to timely implement the purposes of this Agreement.
Any consents or approvals required to be given in connection with this Agreement
shall not be unreasonably withheld or delayed by the parties or their
Affiliates.
Section 6.9 Confidentiality. Except as required by Legal Requirements,
including but not limited to, reporting requirements imposed on publicly traded
companies, each of the parties agrees that all non-public information exchanged
between the parties with respect to any particular Project shall be kept
confidential by each party and only disclosed to that party's legal counsel,
financial advisors or as reasonably required to be disclosed in connection with
the Project, including in connection with obtaining the Project Permanent
Financing.
[Signature Page Follows]
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The parties have executed this Tribal Agreement as of the date stated in
the introductory clause.
PAWNEE TRIBAL DEVELOPMENT CORPORATION
By /s/ Xxxxxx Xxxxxx
-------------------------------------
Its: Chairman
By /s/ Xxxxxxxxx Xxxxxxxx
-------------------------------------
Its: Secretary
-----------------------------------
PAWNEE NATION OF OKLAHOMA
By /s/ Xxxxxx Xxxxxx
-------------------------------------
Its: President
By /s/ Xxxxxxxxx Xxxxxx
-------------------------------------
Its: Secretary
-----------------------------------
LAKES PAWNEE MANAGEMENT, LLC
By /s/ Xxxxxxx Xxxx
-------------------------------------
Xxxxxxx X. Xxxx
Its: President and
Chief Financial Officer
[Signature Page to Tribal Agreement dated as of January 12, 2005]
