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July 8, 2019

Via First Class Mail

Lynn Williams, Chairwoman

Kaw Nation

Drawer 50

Kaw City, Oklahoma 74641

Re: _ Review of loan documents for the Kaw Nation

Dear Chairwoman Williams:

This letter responds to your May 30, 2019, request for the National Indian Gaming
Commission’s (NIGC) Office of General Counsel to review loan agreements between the Kaw
Gaming, Inc. (Borrower) and BOFK, NA dba Bank of Oklahoma (Bank). Specifically, you have
asked for my opinion on whether the 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”).

e Second Loan Agreement between Kaw Gaming, Inc., as Borrower, and BOFK, NA dba
Bank of Oklahoma, as Lender, 5/30/2019 Exhibits to Letter to the NIGC;

e Second Security Agreement by Kaw Gaming, Inc., a wholly owned subsidiary of Kaw
Nation, the debtor, in favor of BOFK, NA dba Bank of Oklahoma, the secured party,
5/30/2019 Exhibits to Letter to the NIGC;

e Revolving Note between Kaw Gaming, Inc., and BOFK, NA dba Bank of Oklahoma, as
Lender, 5/30/2019 Exhibits to Letter to the NIGC;

e Term Note between Kaw Gaming, Inc., and BOFK, NA dba Bank of Oklahoma, as
Lender, 5/30/2019 Exhibits to the Letter to the NIGC;

e Non-Interference Agreement between Kaw Nation and BOFK, NA dba Bank of
Oklahoma, 5/30/2019 Exhibits to the Letter to the NIGC.

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

[NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop # 1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066

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Letter to Lynn Williams, Chairwoman for Kaw Nation
Re: Kaw Nation Loan Documents

July 8, 2019

Page 2 of 2

contracts and do not require the approval of the NIGC Chair. It is also my opinion that the Loan
Documents 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 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. 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, 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 NIGC Staff Attorney Tana Fitzpatrick at (202)
632-7003 or by e-mail at tana_fitzpatrick@nige.gov.

Sincerely,

—

Michael Hoenig
General Counsel

cc: Pam Shaw (pam.shaw@southwindcasino.com)
Yonne Tiger (yonne@tigerlawpllc.com)
Robert Rosette (rosette@rosettelaw.com)
Jonathon Sanchez (jsanchez@rosettelaw.com)