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November 11, 2021

Via E-mail

Principal Chief Cyrus Ben

Mississippi Band of Choctaw Indians

101 Industrial Road

Choctaw, MS 39350

Re: Review of financing agreements on behalf of the Mississippi Band of Choctaw Indians 

Dear Chief Ben:

This letter responds to the September 28, 2021, request on behalf of the Mississippi Band of 

Choctaw Indians (Tribe) for the National Indian Gaming Commission Office of General Counsel to 

review the financing documents between the Tribe and Key Bank et. al. Specifically, you have asked 

for my opinion on whether the Financing Documents are management contracts requiring the NIGC 

Chairman’s approval under the Indian Gaming Regulatory Act. You also asked for an opinion whether 

the Financing Documents 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 Tribe, which 

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

Documents”):

• Amended and Restated Credit Agreement, marked as NIGC Draft 09/23/2021;

• Exhibit A Assignment and Assumption, marked as 4848-3120-9466\2;

• Exhibit B: Compliance Certificate, marked as 4819-5123-1482\4

• Exhibit D1 - Term Facility Note Form, marked as 4836-3977-9322\4;

• Exhibit D2 - Revolving Facility Note Form marked 4821-7536-4858\3;

• Exhibit E - Security Agreement, marked as 4828-7719-6890\3;

• Exhibit F - Deposit Account Agreement, marked as 4838-4871-4490\4;

• Exhibit G - Springing Depository Agreement, marked as 4827-8486-8858\4;

• Exhibit H - Request for Interest Period, marked as 4830-7566-4122\2; and

• Exhibit L - Advance Request Form, marked as 4817-0353-6890\2

The Financing 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.
Pincipal Chief Cyrus Ben

Re: Review of financing agreements on behalf of the Mississippi Band of Choctaw Indians 

November 11, 2021

Page 2 of 2

Applying the same analysis here, it is my opinion that the Financing Documents are not management 

contracts or collateral agreements to a management contract, and do not require the approval of the 

Chairman.

The Financing Agreements contain terms similar to other agreements the Office of General 

Counsel has already reviewed and analyzed. See www.nigc.gov. Applying the same analysis here, it is 

my opinion that collectively the Financing Agreements are not management contracts and do not 

require the approval of the Chair. It is also my opinion that they do not violate IGRA’s sole proprietary 

interest requirement.

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.

1 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: Gina Jacobs, via e-mail at: gjacobs@joneswalker.com

 1 139 S. Ct. 2356 (2019).