Exhibit 10.115
TRIBAL AGREEMENT
(LAKES CONSULTING - LUCKY EAGLE CASINO)
THIS TRIBAL AGREEMENT (hereinafter referred to as the "Agreement") is made
as of January 19, 2005 ("Effective Date") by and among the Kickapoo Traditional
Tribe of Texas ("Kickapoo Tribe"), a federally recognized Indian tribe, and
Lakes Kickapoo Consulting, LLC, a Minnesota limited liability company ("Lakes
Consulting").
RECITALS
A. The Kickapoo Tribe 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. The Kickapoo Tribe has established KTTT Enterprises
("Kickapoo"), a wholly-owned subsidiary of and a governmental instrument of the
Kickapoo Tribe, as the legal entity which will own and operate any gaming
projects which are to be developed by the Kickapoo Tribe.
B. Lakes Consulting has entered into a Gaming Operations Consulting
Agreement with Kickapoo dated January 19, 2005 (as amended from time to time,
the "Consulting Contract"), pursuant to which Lakes Consulting is to provide
certain consulting services to Kickapoo with respect to the Kickapoo Lucky Eagle
Casino and related ancillary facilities owned by Kickapoo on behalf of the
Kickapoo Tribe as described with specificity therein.
C. Pursuant to the terms of the Consulting Contract, the Kickapoo Tribe is
required to execute and deliver this Agreement to induce Lakes Consulting to
enter into the Consulting Contract together with certain additional documents
and agreements referred to therein or related thereto.
D. The Kickapoo Tribe and Lakes Consulting intend that this Agreement shall
be operative and binding upon the date of execution by the parties (the
"Effective Date"), and shall supersede and replace the parties prior Tribal
Agreement dated December 29, 2004 relating to the Project Facilities and the
Consulting Contract.
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, the Kickapoo
Tribe and Lakes Consulting agree as follows:
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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 Consulting
Contract and/or the other documents and agreements executed by Kickapoo with
respect thereto:
"Claim" means any dispute, claim, question, or disagreement between the
Kickapoo Tribe and any of Lakes Consulting or any of its Affiliates that is
directly or indirectly related to this Agreement, any of the other Transaction
Documents, the Gaming Project or the 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(n) hereof.
"Kickapoo Entities" means individually and collectively, each of Kickapoo
and Kickapoo Tribe.
"Transaction Documents" means individually and collectively, this Agreement
and each of the Consulting Contract, the KTTT Notes, the security agreements,
dominion account agreements, mortgages, resolutions of limited waiver and each
other document or instrument now or hereafter executed by any Kickapoo Entities
in favor of Lakes Consulting or its respective Affiliates and related thereto or
hereto or any Gaming Projects
ARTICLE 2
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations and Warranties. The Kickapoo Tribe represents
and warrants to Lakes Consulting that:
(a) Organization. Kickapoo is a wholly-owned and duly organized subsidiary
of and a duly organized governmental instrument of the Kickapoo Tribe,
and the Kickapoo Tribe is a federally recognized Indian tribe eligible
to conduct gaming within the meaning of IGRA.
(b) Authority and Power. The Kickapoo Tribe and Kickapoo have taken all
action required by tribal or other law without the necessity of
further action as is necessary to authorize the applicable Kickapoo
Entity to execute, deliver and perform each of the Transaction
Documents that such Kickapoo Entity is party to. Each Kickapoo Entity
that is a party to any of the Transaction Documents 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.
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(c) Binding Obligations. Each of Transaction Documents (i) has been duly
executed and delivered by each Kickapoo Entity to the extent it is a
party thereto, and (ii) constitutes the legal, valid, binding,
perfected and enforceable obligation of each Kickapoo Entity 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 Facility Site. The site for the Gaming Facility constitutes
"Indian lands" upon which the Kickapoo Tribe may legally conduct
gaming under IGRA.
(e) Gaming Permitted. The Kickapoo Tribe is legally permitted to conduct
Class II Gaming (and Class III Gaming in the event of a Compact)
activities in the State under all Legal Requirements,
(f) Gaming Rights. Once signed by the Kickapoo Tribe and the State and
approved and published by the United States Secretary of the Interior,
the Compact will be in effect and will be a valid and binding
obligation of the Kickapoo Tribe. Kickapoo will then have the right to
engage in Class III Gaming at the Gaming Facility to be operated by
Kickapoo to the extent set forth in the Compact.
(g) Gaming Licenses. All licenses, permits, approvals or other authority
required from the Gaming Commission to permit Lakes Consulting to
enter into any of the Transaction Documents to which it is a party and
perform its respective obligations thereunder have been granted.
(h) No Material Negative Obligations. There are no outstanding obligations
owing by Kickapoo or the Kickapoo Tribe or affecting the Gaming
Facility Site or the Project Facilities, whether arising from
contracts, instruments, orders, judgments, decrees or otherwise, that
are likely to materially and adversely affect the Project Facilities
or the obligations or rights of Lakes Consulting under any of the
Transaction Documents to which it is a party.
(i) No Violation or Conflict. The execution, delivery and performance by
the applicable Kickapoo Entity of each Transaction Documents that such
Kickapoo 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 any asset of any Kickapoo Entity, including without
limitation the Project Facilities, or result in the acceleration of
any obligation of any Kickapoo Entity 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 the
Project Facilities or the obligations or rights of Lakes Consulting
under any of the Transaction Documents to which it is a party.
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(j) No Litigation. There are no judgments entered, or actions, suits,
investigations or proceedings pending, or to the knowledge of any
Kickapoo Entity, threatened, against any Kickapoo Entity or their
respective Affiliates, or any of the assets or properties of any of
such entities, that could have a material adverse effect on the
Project Facilities, or any Kickapoo Entity's ability to enter into or
perform any of the Transaction Documents to the extent it is a party
thereto.
(k) No Consents. No consent from any Governmental Authority arising from
any Legal Requirements not heretofore obtained by Kickapoo is required
to execute, deliver and perform its obligations hereunder.
(l) Full Disclosure. No representation or warranty of any Kickapoo Entity
in this Agreement or the other Transaction Documents and no report or
statement delivered to any of Lakes Consulting or its respective
Affiliates by or on behalf of any Kickapoo Entity, 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 Kickapoo
Entity has fully disclosed to Lakes Consulting the existence and terms
of all material agreements and Legal Requirements, written or oral,
relating to any particular Project.
(m) No Tribal Tax. Neither the Project, Project Facilities nor the
transaction(s) between the parties contemplated by the Transaction
Document are now, or at any time during the term of this Agreement
will be, subject to any tribal tax of any sort other than (i)
reasonable pass-through taxes on Project Facilities patrons 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 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).
(n) 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 the Kickapoo
Tribe are/will be owned and operated by Kickapoo, or if any Gaming
Project is owned by another subsidiary of the Kickapoo Tribe, then
such subsidiary has entered into a consulting agreement and related
documents with Lakes Consulting and/or its Affiliates on substantially
similar terms and conditions as are set forth in the Consulting
Contract and the other Transaction Documents, and otherwise satisfied
the required conditions each as set forth in Section 3.1(f) hereof.
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ARTICLE 3
COVENANTS
Section 3.1 Covenants. The Kickapoo Tribe covenants and agrees as follows:
(a) Additional Documents. It shall or shall cause Kickapoo to execute any
additional instruments as may be reasonably required by Lakes
Consulting 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 Kickapoo or any of
their other governmental instrumentalities or subsidiaries to enact
any law, ordinance, rule or regulation impairing the rights or
obligations of any Kickapoo Entity or any of Lakes Consulting or its
respective Affiliates under any of the Transaction Documents.
(c) Records. It shall or shall cause Kickapoo to maintain or cause to be
maintained full and accurate accounts and records for the Project
Facilities according to GAAP.
(d) No Liens. Except as otherwise expressly permitted by the Transaction
Documents, it shall not and shall not permit Kickapoo or any of its
other governmental instrumentalities or subsidiaries to cause or
voluntarily permit any lien or encumbrance to be created on the
Project Facilities, or the Gaming Facility Site.
(e) No Tax. It shall not and shall not permit Kickapoo or any of their
other governmental instrumentalities or subsidiaries to impose any
tax, fee or assessment on any of Lakes Consulting, its respective
Affiliates, any Contractor, the Project and its Project Facilities,
and/or any of the Transaction Documents other than (i) reasonable
pass-through taxes on Project Facilities patrons 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 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).
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(f) Gaming Project Ownership. Except as otherwise expressly excluded under
the Transaction Documents, all Gaming Projects shall be owned and
operated by Kickapoo; provided that a Gaming Project may be owned and
operated by another subsidiary of the Kickapoo Tribe so long as prior
to acquiring such ownership, (i) such subsidiary shall have entered
into a consulting agreement and related documents with Lakes
Consulting and/or its Affiliates on substantially similar terms and
conditions as are set forth in the Consulting Contract and the
Transaction Documents related thereto; (ii) Lakes Consulting 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 the Kickapoo Tribe, (bb) new
Resolutions of Limited Waiver with respect to all of such documents
and agreements from each of the new subsidiary of the Kickapoo Tribe
containing substantially the same resolutions and terms as set forth
in the Resolutions of Limited Waiver received by Lakes Consulting in
connection with the execution of the original Transaction Documents,
(cc) legal opinions from counsel to each of the new subsidiary and the
Kickapoo Tribe with respect to the such new documents and agreements
containing substantially the same opinions as provided to Lakes
Consulting in connection with the execution of the original
Transaction Documents, and (dd) the Kickapoo Tribe shall have executed
and delivered an amendment to this Agreement incorporating all such
new documents and agreements as additional "Transaction Documents"
hereunder and such projects and related assets shall be subject to the
same terms and restrictions set forth herein; and (iii) at the time of
satisfaction of the foregoing conditions, no "Event of Default" by any
Kickapoo Entity under the Transaction Documents has occurred and is
continuing.
ARTICLE 4
EVENTS OF DEFAULT
Section 4.1 Events of Default. Each of the following shall constitute an
"Event of Default" under this Agreement:
(a) A Material Breach by the Kickapoo Tribe 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.
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(b) The Kickapoo Tribe violates any of the covenants in Section 3.1 of
this Agreement, and after sixty (60) days have passed following a
request by Lakes Consulting to cure the violation, during which the
violation has not been cured.
(c) The Kickapoo Tribe 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.
(e) The Kickapoo Tribe is no longer an Indian tribe eligible to conduct
gaming within the meaning of IGRA.
Section 4.2 Cure of Event Default. Upon the occurrence of an Event of
Default, Lakes may provide written notice to the Kickapoo Tribe of such default
and, if it is possible for the Kickapoo Tribe 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 as the Kickapoo Tribe 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 Consulting may suspend its performance under the
Transaction Documents. The discontinuance or correction of an Event of Default
shall constitute a cure thereof. If the Kickapoo Tribe fails to cure the Event
of Default within the cure period, Lakes Consulting may take any one or more of
the following actions: (a) suspend all performance of Lakes Consulting under the
Transaction Documents; (b) declare all obligations of any Kickapoo Entity under
the Transaction Documents to be immediately due and owing, (c) terminate the
Consulting Contract; 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
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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 Del Rio, Texas.
(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.
(c) The arbitration award shall be in writing signed by each of the
arbitrators, and shall state the basis for the award. The arbitration
award shall be set forth in reasonable detail as to its findings of
fact and law, and basis of determination of award form and amount.
Except to the extent such enforcement will be inconsistent with a
specific provision of this Agreement, arbitration awards 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. In addition to
any basis for appeal of an arbitration award stated in Title 9 of the
United States Code or any applicable law governing the enforcement of
arbitration awards, either party hereto may appeal an arbitration
award on the basis that the arbitrators incorrectly decided a question
of law in making the award, or the award 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 may be entered in any court having
jurisdiction over the parties. The arbitrators shall 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) The Kickapoo Tribe hereby expressly waives, and also waives its right
to assert, sovereign immunity and any and all defenses based thereon
with respect to any
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Claims; and 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 in the
Kickapoo Tribe's Resolution of Limited Waiver of Sovereign Immunity
dated January 19, 2005 issued in connection with the execution of the
Transaction Documents ("Resolution of Limited Waiver"), and (iii)
judicial proceedings in or before the United States District Court for
the Western District of Texas or if that court determines it is
without jurisdiction, then to the courts of the State of Texas and all
courts to which an appeal therefrom may be available, but solely to
compel, enforce, modify or vacate any arbitration award.
(g) To the extent lawful in connection with any such Claims, the Kickapoo
Tribe expressly waives 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 Kickapoo
Tribe. The waivers set forth herein only extend to claims or
proceedings brought by Lakes Consulting and its Affiliates and any
award of damages against the Kickapoo Tribe or its Affiliates shall be
payable solely out of the Collateral (as defined in the Resolution of
Limited Waiver) whether now or hereafter owned by Kickapoo, any other
Kickapoo Entity or their Affiliates.
(h) The Kickapoo Tribe, on behalf of itself and each of its Affiliates,
agrees that any arbitration proceeding hereunder may be consolidated
with any other arbitration proceeding that any of Lakes Consulting or
its respective Affiliates may bring against Kickapoo or any other
Affiliates of the Kickapoo Entities.
Section 5.2 Governing Law. This Agreement is governed by the laws of the
State, except that the 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 Consulting may assign this
Agreement to a wholly owned subsidiary without the consent of the Kickapoo
Tribe; provided further that Lakes Consulting, 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
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requested; and (d) until written notice of a new address or addresses is given,
must be addressed as follows:
If to the Kickapoo Tribe: The Kickapoo Tribe
ATTN: Juan Garza, Jr., Council Chairman
HCR 1, Box 9700
Eagle Pass, Texas 78852
(830) 757-9228 (Fax)
With a copy to: Roy Bernal, Tribal Administrator
Kickapoo Traditional Tribe of Texas
HCR 1, Box 9700
Eagle Pass, Texas 78852
(830) 757-9228 (Fax)
and Gloria E. Hernandez, Tribal Attorney
HCR 1, Box 9700
Eagle Pass, Texas 78852
(830) 757-9228 (Fax)
(copy to counsel does not constitute notice
to a party)
If to Lakes Consulting: Lakes Kickapoo Consulting, LLC
130 Cheshire Lane
Minnetonka, MN 55305
Attn: Timothy J. Cope
With a copy to: Kevin C. Quigley, Esq.
Hamilton Quigley Twait & Foley PLC
W1450 First National bank Building
332 Minnesota Street
St. Paul, MN 55101-1314
and Brian J. Klein, Esq.
Maslon, Edelman, Borman & Brand, LLP
3300 Wells Fargo Center
90 South Seventh Street
Minneapolis, MN 55402-4140
(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; and this Agreement shall
supersede and replace the parties prior Tribal Agreement dated December 29, 2004
relating to the Project Facilities and the Consulting Contract.
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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.
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..
[Signature Page Follows]
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The parties have executed this Tribal Agreement as of the date stated in
the introductory clause.
THE KICKAPOO TRADITIONAL TRIBE OF TEXAS
/s/ Juan Garza JR.
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Juan Garza, Jr. Council Chairman
/s/ Jesus Anico
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Jesus Anico, Council Secretary
/s/ Rogelio Elizondo
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Rogelio Elizondo, Council Treasurer
/s/ Jose ("Pepe") Trevino
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Jose ("Pepe") Trevino, Council Member
/s/ Jorge Hernandez
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Jorge Hernandez, Council Member
LAKES KICKAPOO CONSULTING, LLC
By /s/ Timothy Cope
-------------------------------------
Timothy J. Cope
Its: President and Chief Financial
Officer
[Signature Page to Kickapoo Tribal Agreement - Consulting - Lucky Eagle Casino]