Via email: <jcoutant@cwlaw.com> 

and First Class Mail 

Jason B. Coutant, Esq. 

Conner & Winters, LLP 

4000 One Williams Center 

Tulsa, OK 74172-0148 

December 27, 2019 

Re: Review of the 2019 Loan Documents for the Cherokee Nation 

Dear Mr. Coutant: 

On July 15, 2013, the National Indian Gaming Commission, Office of General 

Counsel, issued a declination letter to the Cherokee Nation in regard to certain loan 

documents ("2013 Loan Documents"), including the original Credit Agreement dated July 19, 

2013. On October 18, 2017, OGC issued a declination letter to the Cherokee Nation in regard 

to Amendment No. 1 to the original Credit Agreement. 

This letter responds to your December 11 , 2019 request for OGC to review certain 

loan documents involving the Cherokee Nation Businesses, L.L.C., a tribal limited liability 

company wholly-owned by the Cherokee Nation, and to provide an opinion as to whether or 

not these loan documents, individually, collectively, and/or as they amend the 2013 Loan 

Documents, are management contracts requiring the NIGC Chairman's approval pursuant to 

the Indian Gaming Regulatory Act of 1988. You have also asked for my opinion as to whether 

or not the transaction documents violate IGRA's requirement that a tribe have the sole 

proprietary interest in its gaming operation. 

In my review, I considered the following submissions (collectively, "the 2019 Loan 

Documents"): 

• Amendment No. 2 dated as of_ to Credit Agreement dated as of July 19, 2013, among 

Cherokee Nation Businesses, L.L. C. as the Borrower, the Lenders Party hereto, and 

BOKF, NA dba Bank of Oklahoma, as Administrative Agent, Joint Lead Arranger and L/C 

Issuer, Key Bank National Association, as Joint Lead Arranger and Co-Syndication Agent, 

U S. Bank National Association, as Joint Lead Arranger and Co-Syndication Agent, Wells 

Fargo Bank, N A., as Documentation Agent (marked at top right as "C&W draft 

12/1 0/19"); 

• Amended and Restated Security Agreement; 

NEW M AILING ADDRESS: NIGC 'DEPARTMENT OF THE INTERIOR I 849 C Streer NW ',\oil Stop =;: I 621 Washing to n, DC 20240 Tel: 202.63 2.7003 Fox : 20 2.63 2.7066 

REGIONAL OFFICES Portland, OR; Sacramento, CA: P"oe~i<, A.Z: 5t Poul, MN; Tulsa, OK; O klc .,oma C=ty O K 

WWW.NIGC.GOV 
Jason B. Coutant, Esq. 

Re: Review of the 2019 Loan Documents for the Cherokee ation 

December 27, 2019 

Page 2 of2 

• Limited Recourse Promissory Note; 

• Joinder Agreement; arid 

• Reaffirmation of and Amendment to Non-Interference Agreement. 

The 2019 Loan Documents contain terms similar to other agreements that OGC has 

previously reviewed and analyzed. Some of these opinion letters may be found on the NIGC's 

website located at <www.nigc.gov>. Applying the same analysis here, it is my opinion that, 

individually, collectively, and/or as they amend the 2013 Loan Documents, the 2019 Loan 

Documents are not management contracts and do not require the approval of the NIGC 

Chairman. It is also my opinion that they do not violate IGRA's sole proprietary interest 

requirement. 

It is my understanding that the 2019 Loan Documents are represented to be in 

substantially final form, and any further changes will not be material to OGC's analysis. This 

opinion shall not apply if the 2019 Loan Documents change in any material way prior to 

closing or are inconsistent with the assumptions made herein. Further, this opinion is limited 

to the aforementioned 2019 Loan Documents and does not include or extend to any other 

agreements not submitted for review. 

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 oflnformation 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, No. 18-481 , 2019 WL 2570624, at *7 (U.S., June 

24, 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 Armando Acosta, Senior Attorney, at (202) 

632-7003. 

Sincerely, 

Michael Hoenig 

General Counsel