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June 1, 2021

VIA EMAIL

Ashley Duffy, General Counsel

St. Croix Tribe of Chippewa Indians

24663 Angeline Ave.

Webster, WI 54893

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

Wisconsin and CIT Bank, N.A.

Dear Ms. Duffy:

This letter responds to your February 15, 2021 request for the National Indian Gaming 

Commission’s Office of General Counsel to review a collection of loan documents among the St. 

Croix Tribe of Chippewa Indians of Wisconsin, various lenders, guarantors, and CIT Bank, N.A..

Specifically, you have asked for my opinion whether the documents are a management contract

requiring the NIGC Chair’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 

Loan Documents):

1. Waiver and Amendment No. 2 to Credit Agreement (Guaranteed) (NIGC Draft 

2/15/2021)

2. Exhibit B to Amendment No. 2 to Credit Agreement (Guaranteed) – Amendments to 

Credit Agreement (NIGC Draft 2/15/2021)

3. Exhibit C to Amendment No. 2 to Credit Agreement (Guaranteed) – Amended and 

Restated Depository Waterfall Agreement (NIGC Draft 2/15/2021)

4. Annex 1 to Amendment No. 2 to Credit Agreement (Guaranteed) – Form of Compliance 

Certificate (NIGC Draft 2/15/2021)

5. Waiver and Amendment No. 3 to Credit Agreement (Non-Guaranteed) (NIGC Draft 

2/15/2021)

6. Exhibit B to Amendment No. 3 to Credit Agreement (Non-Guaranteed) Amendments to 

Credit Agreement (NIGC Draft 2/15/2021)

7. Exhibit C to Amendment No. 3 to Credit Agreement (Non-Guaranteed) – Amended and 

Restated Depository Waterfall Agreement (NIGC Draft 2/15/2021) 
Letter to Ashly Duffy, General Counsel

Re: Review of Loan Documents for the St. Croix Tribe of Chippewa Indians of Wisconsin and 

CIT Bank, N.A.

June 1, 2021

Page 2 of 2

8. Annex 1 to Amendment No. 2 to Credit Agreement (Non-Guaranteed) – Form of 

Compliance Certificate (NIGC Draft 2/15/2021)

The Loan 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 Loan 

Documents are not a management contract 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 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. 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, Member, Hogen Adams (via email)

Shane Noworatzky, Sheppard Mullin Richter & Hampton LLP (via email)