Exhibit "A"

DocuSign Envelope ID: DEE12CAF-8CBA-4DC0-B339-FA71F1DE681C DocuSign Envelope ID: 3A3A2B03-C09B-4324-809F-9FF9C565FFFF
Exhibit "A"

DocuSign Envelope ID: DEE12CAF-8CBA-4DC0-B339-FA71F1DE681C DocuSign Envelope ID: 3A3A2B03-C09B-4324-809F-9FF9C565FFFF
policy for the gaming operation.”9

 Further, management employees are “those who formulate and 

effectuate management policies by expressing and making operative the decision of their 

employer.”10 Whether a particular employee is managerial is not controlled by an employee’s actual 

job responsibilities, authority, and relationship to management.11 Essentially an employee may 

qualify as management if the employee possesses the actual authority to take discretionary actions – 

a de jure manager – or, in certain circumstances, where the employee acts as a de facto manager by 

directing the gaming operation through others possessing actual authority to manage the gaming 

operation.12

If a contract requires or permits the performance of any management activity with respect to 

all or part of the gaming operation, the contract is a management contract within the meaning of 

IGRA and requires the Chair’s approval.13 Management contracts that have not been approved by the 

Chair are void.14

Management Analysis: 

The Sports Book Agreement does not permit any management of any gaming activity by 

Crown OK Gaming, LLC. The scope of services provided by Crown OK Gaming, LLC is welldefined. Cherokee Nation Entertainment, LLC has the discretion to accept or reject Crown OK 

Gaming LLC’s advice and support and retains the authority to operate the retail sportsbook. The 

Agreement includes the sportsbook-specific prohibition on management as discussed above, and the 

Agreement states that Cherokee Nation Entertainment, LLC has the ultimate responsibility for the 

retail sportsbook. Accordingly, the Agreement does not raise any management concerns.15 NIGC 

regulations also require that all tribal gaming ordinances include a provision to this effect.16

Sole Proprietary Interest: 

IGRA requires that a tribe have the sole proprietary interest in, and responsibility for, the 

conduct of any gaming activity.17 Under this section of the Act, if any entity other than a tribe 

9 25 C.F.R. § 502.19(b)(2). 

10 N.L.R.B. v. Bell Aerospace Co., 416 U.S. 267, 288 (1974). 11 See Waldau v. M.S.P.B., 19 F.3d 1395, 1399 (Fed. Cir. 1994). 12 Id. at 1399 (citing N.L.R.B. v. Yeshiva, 444 U.S. 672, 683 (1980)). It is uncommon to see de facto management in 

the terms of an agreement, as it is typically an activity that arises in the day-to-day implementation of a consulting 

agreement. If, for example, a tribe is required to make the ultimate decision on whether the accept the advice of a 

consultant, but has no one on staff with the expertise or experience to make such a determination, the consultant may

become the de facto manager in the sense that he or she is simply executing management decisions through a tribal 

management official.

13 25 U.S.C. § 2711. 14 25 C.F.R. § 533.7; see also Wells Fargo Bank, Nat’l Ass’n v. Lake of the Torches Econ. Dev. Corp., 658 F.3d 684, 

688 (7th Cir. 2011).

15 See NIGC Bulletin 94-5. 16 See 25 C.F.R. § 522.4(b)(1). 17 25 U.S.C. § 2710(b)(2)(A); see also 25 C.F.R. §§ 522.4(b)(1), 522.6(c). 

Exhibit "A"

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Exhibit "A"

DocuSign Envelope ID: DEE12CAF-8CBA-4DC0-B339-FA71F1DE681C DocuSign Envelope ID: 3A3A2B03-C09B-4324-809F-9FF9C565FFFF
It is important to note that the Office of General Counsel reviews each agreement on its own 

terms. We did so here with the Sports Book Agreement. This opinion does not mean that every 

agreement with a similar fee or term, including future agreement proposed by Cherokee Nation 

Entertainment, LLC, will necessarily result in a favorable declination letter opinion. 

It is my understanding that the draft Sports Book Agreement is represented to be in 

substantially final form, if the Agreement changes in any material way prior to execution or is 

inconsistent with assumptions made herein, this opinion shall not apply. This opinion is limited to 

the Sports Book Agreement listed above. This opinion 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.23

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.

24 Any claim of confidentiality should also be 

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

submitter.”25 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 

23 25 C.F.R. § 517.7(c). 24 139 S. Ct. 2356 (2019). 25 25 C.F.R. § 517.7(d).

Exhibit "A"

DocuSign Envelope ID: DEE12CAF-8CBA-4DC0-B339-FA71F1DE681C DocuSign Envelope ID: 3A3A2B03-C09B-4324-809F-9FF9C565FFFF