January 4, 2013 

The Honorable George Blanchard 

Governor 

Absentee Shawnee Tribe of Oklahoma 

2025 S. Gordon Cooper Drive 

Shawnee. OK 74801 

Re: Review of Loan Agreement and related documents between the Absentee Shawnee Tribe 

of Oklahoma and Firstar Bank, National Association. and response to request for 

declination letter 

Dear Governor Blanchard: 

This letter responds to your October 25, 2012 request, on behalf of the Absentee Shawnee 

Tribe of Oklahoma ("Tribe") and Firstar Bank, National Association ("Firstar Bank"), for the 

Office of General Counsel of the National Indian Gaming Commission C'NIGC'') to review a 

Loan Agreement and re lated documents between the Tribe, Thunderbird Entertainment Center 

and firstar Bank. Specifically, you asked for an opinion from the Office of General Counsel as to 

whether the documents are management contracts requiring the NlGC Chairwornan 's approval 

under the Cndian Gaming Regulatory Act (" IGRA"). You also asked for an opinion as to whether 

the documents violate fGRA 's requirement that a Lribe have the sole proprietary interest in its 

gaming operation. 

In response to your request, I reviewed and considered the following submissions 

(collectively, the "Loan Agreement documents"), which were represented to be in substantially 

final fonn: 

(I) Loan Agn:ement (/Jl02 l 378:8, received 1/3/2013); 

(2) Note (Revolving Note) (ftl037648;2, received L0/25/2012): 

(3) Note (Term Note} (#1037685 ;2, received t0/25/2012}; 

(4} Limited Rccour::;e Guaranty Agreement (#1022 125;4, received 1/3/2013}; 

(5) Sernrity Agreement (#102141 I ;4, received l/3/2013); 

A. 1:'.:xhibtt A -- Patents, Trademark an<l Service Mark Registrations, 

Copyright Regi::;trations, Mask Work Registrations, and All Applications 

Therefor; 

NATIONAL HEADQUARTERS 1441 L St. NW, Suite 9100. Washington. DC 20005 Tel: 202.632.7003 Fax: 202.632.7066 WWW.NIGC.GOV 

REGIONAL OFFICES Portland. OR; Sacramento, CA; Phoenix. Al ; St. Paul, MN; Tulsa, OK 
(6} Secretary's Certificate, Thunderb!l"d Entertainment Center, lnc .. (# 103769:2. 

recei vcd l Oi25/2012 ); 

A. Exhihit A -- Articles of Incorporation (not attached); 

B. Exhibit B -- By laws (not atlache<l): and 

C Exhibit C -- Authori?.ing Resolution (not attached); 

(7) Dratt Resolution by Board of Directors of Thunderbird Enterta inment Center, 

lnc. (#1037946;2, recei ved 10/ 25/20 l2), Relating to Loan Agreement and Loan 

Documents among Tribe, Thunderbird Entertainment Center. lnc., and Firstar 

Bank, National Association; 

(8) Oran Resolution No. E-AS-2012-_ _ (#1037945;2, received 10/25/2012). by 

the .Executive Committee of the Tribe Relating to a Loan Agreement and Loan 

Documents among the Tribe, Thunderbird Entertainment Center, Inc., and Firstar 

Bank, National 

Association; 

(9) Draft Certificate of the Governor of the Tribe (#1037700;4, received 

I 0/25/20 12); 

A, Exhibit A -- Constitution of the Tribe (not attached); 

B. Exhibit B -- Gaming Ordinance (not attached): 

C Exhibit C-- Gaming Compact (not attached); aod 

D. Authorizing Resolution (not attached); 

( l 0) Draft J ,etter from Counsel to the Tribe to Firstar Bank, National A'\sociation, 

undated (# 1037738;3, received I 0/25/2012): 

A. Exhibit A -- Spec ified T ribal Laws (To be provided by counsel): 

B. Exhibit 8 -- Material Contracts (To be provided by counsel); and 

C. Exhibit C -- Client certificates relied upon hy Counsel; and 

The Loan Agreement documents contain terms similar to other agreements the Office of 

General Counsel has reviewed and analyzed in the past. 1 Applying the same ana lysis here, it is 

my opinion that the Loan Agreement documents are not manageme.nt contrac ts and do not require 

the approval of Lhe Chairwoman. It is also my opmion that they do not violate IGRA 's sole 

proprietary interest requirement. However, I note that the Loan Agreement documents have been 

submitted to us as unexecuted, unsigned drafts in substantially final form. To the c:xtent that the 

documen ts change in any material way prior to the signing of the doc uments hy the parties. this 

opinion shall not apply. Additionally, this opinion applies only to the exisbng Loan Agreement 

documents, not lo any future documents incorporating extensions, moclifications. supplements or 

other ch1mges to the Loan Agreement dot:urnents. 

I anticipate that this letter will be posted to the NJGC's website . Prior to the letter's 

posting, the NIGC Freedom oflnfom1ation Act ("FOIA") Officer will notify you and give you an 

oppo11unity to identify and request that uny information, which may be ex.empted under FOIA, be 

redacted or withheld. A list of the FOIJ\ exemptions may be found at 25 U.S.C. 9 552(b). 

1 See www.nig.gov/Reading Room/l'vlanagemcnt Review Letters.aspx . 

2 
If you have any questions, pkase contact NlGC Senior Attorney Katherine Zebell at 

(202) 632-7003. 

cc: ( l ) Jeff Raley, Attorney for Absentee 

Shawnee Triben'hunderb1rd 

Entertainment Center 

(2) Tom Dunlap, Managing Director, 

Jones-DWllap, LLC 

3 

Sincerely, 

~...--. 

>~ Eric Shepard 

Associate General Counsel