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September 14, 2020

Via E-mail

Chief Gary Batton

Choctaw Nation of Oklahoma

Post Office Box 1210

Durant, OK 74702

Re: Review of the Choctaw Nation of Oklahoma Revolving Loan Facility

Dear Chief Batton:

This letter responds to the June 22, 2020, request on behalf of the Choctaw Nation of 

Oklahoma (Nation) for the National Indian Gaming Commission’s Office of General Counsel to 

review certain agreements between the Choctaw Nation of Oklahoma, certain lenders, and the 

Bank of Oklahoma. Specifically, you have asked for my opinion on whether the agreements are 

management contracts requiring the NIGC Chair’s approval under the Indian Gaming Regulatory 

Act. You also asked for an opinion whether the agreements violate IGRA’s requirement that a 

tribe have the sole proprietary interest in its gaming operation. 

In my review, I considered the following documents submitted on behalf of the Nation, 

which were unexecuted, but were represented to be in substantially final form (Collectively 

“Revolving Loan Facility”):

• Loan Agreement, marked POTA0001

• Form of Revolving Credit Note, marked POTA0002

• Security Agreement, marked POTA0003

• Bank Deposit Account Control Agreement, marked POTA0004

• Intellectual Property Security Agreement, marked as POTA0005

The Revolving Loan Facility documents contain terms similar to other agreements the 

Office of General Counsel has reviewed and analyzed, opinion letters for which are available on 

the NIGC website. Applying the same analysis here, it is my opinion that the Revolving Loan 

Facility documents are not management contracts or collateral agreements to a management 

contract, and do not require the approval of the Chairman. It is also my opinion that the Loan 

Documents do not violate IGRA’s sole proprietary interest requirement.
Chief Gary Batton

Re: Review of the Choctaw Nation of Oklahoma Revolving Loan Facility

September 14, 2020

Page 2 of 2

Please note that it is my intent that this letter be released to the public through the 

NIGC’s website. If you have any objection to this disclosure, please provide a written statement 

explaining the grounds for the objection and highlighting the information that you believe should 

be withheld. See 25 C.F.R. § 517.7(c). If you object on the grounds that the information qualifies 

as confidential commercial information subject to withholding under Exemption Four of the 

Freedom of Information Act (FOIA), 5 U.S.C. § 552(b)(4), please be advised that any 

withholding should be analyzed under the standard set forth in Food Marketing Institute v. Argus 

Leader Media, 139 S. Ct. 2356, at *7 (2019). Any claim of confidentiality should also be 

supported with “a statement or certification by an officer or authorized representative of the 

submitter.” See 25 C.F.R. § 517.7(d). Please submit any written objection to 

FOIASubmitterReply@nigc.gov within thirty (30) days of the date of this letter. After this 

time elapses, the letter will be made public and objections will no longer be considered. Id.

If you have any questions, please contact NIGC Staff Attorney Heather McMillan Nakai 

at (202) 527-5577. 

Sincerely,

Michael Hoenig

General Counsel

cc: Stephen Ward, via e-mail at: SWard@cwlaw.com