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September 13, 2021

VIA EMAIL

Ashley Duffy

General Counsel

St. Croix Tribe of Chippewa Indians

24663 Angeline Ave.

Webster, WI 54893

Re: Review of Financing Documents for the St. Croix Tribe of Chippewa Indians 

of Wisconsin, KeyBanc Capital Markets, U.S. Bank, and Western Alliance Bank

Dear Ms. Duffy:

This letter responds to your July 19, 20211 request for the National Indian Gaming 

Commission’s Office of General Counsel to review a collection of financing documents among the 

St. Croix Tribe of Chippewa Indians of Wisconsin, KeyBanc Capital Markets, U.S. Bank, and 

Western Alliance Bank. Specifically, you have asked for my opinion whether the documents are a 

management contract requiring the NIGC Chairman’s approval under the Indian Gaming Regulatory 

Act. You also asked for my opinion whether the documents violate IGRA’s requirement that the 

Tribe have the sole proprietary interest in its gaming activity. 

As part of this review, I analyzed the following undated documents (collectively, the 

Financing Documents2

):

1. Loan Agreement between St. Croix Chippewa Indians of Wisconsin and Western Alliance 

Bank (OHS Draft 7/16/21), doc no. 4138-5638-0461.9

2. Deposit Account Control Agreement ((NIGC Draft 7/19/2021), doc. no. 4153-8377-0160.5

3. Indenture among St. Croix Chippewa Indians of Wisconsin and US Bank (NIGC Draft 

8/24/2021), doc. no. 4841-2419-1201\9

4. Security Agreement between St. Croix Chippewa Indians of Wisconsin and U.S. Bank 

(NIGC Draft 7/19/21), doc. no. 4829-8548-5028\9

5. Collateral Trust Agreement among St. Croix Chippewa Indians of Wisconsin and Western 

Alliance Bank, and US Bank (NIGC Draft 8/24/21), doc no. 4841-5921-2775\14

6. Bond Purchase Contract (NIGC Draft 8-24-2021), doc. no. 4821-8778-0592\5

 1 Supplemented by additional documents received August 24, 2021 2 Please note, the bond documents reference a Final Limited Offering Memoranda that is not expected to be 

substantially final until the first week of September and was, therefore, not included in this review.
Letter to Ashley Duffy

Re: Review of Financing Documents for the St. Croix Tribe of Chippewa Indians of Wisconsin,

KeyBanc Capital Markets, U.S. Bank, and Western Alliance Bank

September 13, 2021

Page 2 of 2

The Financing Documents you have submitted contain terms similar to other agreements the 

Office of General Counsel has already reviewed and analyzed. Copies of declination letters can be 

found on the NIGC’s website. Applying the same analysis here, it is my opinion that the Financing 

Documents are not a management contract and do not require the approval of the NIGC Chair. It is 

also my opinion that they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the drafts are represented to be in substantially final form, and if 

the Financing Documents change in any material way prior to closing or are inconsistent with 

assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the 

Financing Documents. 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. 

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, 2366 

(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 Senior Attorney Jennifer Lawson at (202) 

632-7003. 

Sincerely, 

Michael Hoenig

General Counsel

cc: Aaron Harkins, Counsel for St. Croix Tribe, Hogen Adams LLP

Michael Coddington, Counsel for St. Croix Tribe, Faegre Drinker Biddle & Reath LLP

Michael Pignato, Counsel for KBCM, Dorsey & Whiteney LLP

Townsend Hyatt, Counsel for WAB, Orrick Herrington & Sutcliffe LLP

Irving Apar, Counsel for U.S. Bank, Thompson Hine LLP