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March 26, 2019
Via First Class Mail and Email

David McCullough

Doerner, Saunders, Daniel & Anderson, LLP
1800 N. Interstate Drive, Ste. 104

Norman, OK 73072
dmecullough@dsda.com

Re: Review of loan documents for the Iowa Tribe of Oklahoma

Dear Mr. McCullough:

This letter responds to your December 7, 2018 request for the National Indian
Gaming Commission’s Office of General Counsel to review loan agreements between the
Iowa Tribe of Oklahoma and Cimarron Casino Enterprises (Borrowers) and the BOKF,
NA (dba Bank of Oklahoma) (Lender). Specifically, you have asked for my opinion
whether the loan documents are management contracts requiring the NIGC Chair’s
approval under the Indian Gaming Regulatory Act. You also asked for my opinion
whether the loan documents violate IGRA’s requirement that the Tribe have the sole
proprietary interest in its gaming activity.

In my review, I considered the following submissions (collectively, “the Loan
Documents”) all of which are unexecuted, but were represented to be in substantially
final form:

o Loan Agreement, Confidential NIGC Draft: February 11, 2019;

o Promissory Note (Term Note), Confidential NIGC Draft: February 11, 2019;

o Promissory Note (Revolving Note), Confidential NIGC Draft: February 11,
2019; and

o Security Agreement, Confidential NIGC Draft: February 11, 2019.

The Loan Documents contain terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed, which are available on the NIGC’s
website. Applying the same analysis here, it is my opinion that the Loan Documents are
not management contracts 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.

NW, Mall Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C
Phoenix, AZ; St. Paul, MN; Tulsa, OK; Oklahoma City, OK

REGIONAL OFFICES Portland, OR; Sacran

WWW.NIGC.GOV


It is my understanding that the drafts are represented to be in substantially final
form, and if the Loan 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 Loan Documents listed above. This opinion does not include or
extend to any other agreements not submitted for review, including, but not limited to,
any exhibit, schedule, fee letter, deposit account control agreement, or Treasury
Management Agreement referenced in the Loan Agreement but not submitted to the
Office of General Counsel 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.! 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),? please be advised that the information
was voluntarily submitted and, as such, that any withholding should be analyzed in
accordance with the standard set forth in Critical Mass Energy Project v. NRC. Any
claim of confidentiality should also be supported with “a statement or certification by an
officer or authorized representative of the submitter.”* 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.’ If you need any additional guidance regarding potential grounds
for withholding, please see the United States Department of Justice’s Guide to the
Freedom of Information Act at https://www.justice.gov/oip/doj-guide-freedom-
information-act-0.

If you have any questions, please contact NIGC Staff Attorney Steve Iverson at
(202) 632-7003 or by email at steven_iverson@nigc.gov.

Sincerely,

i

Michael Hoenig
General Counsel

ce: Jason B. Coutant (jcoutant@cwlaw.com)

125 C.F.R. § 517.7.

25 U.S.C. § 552(b)(4).

3.975 F.2d 871 (D.C. Cir. 1992).
425 C.F.R. § 517.7(d).

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