NATIONAL HEADQUARTERS 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066 WWW.NIGC.GOV

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK; Oklahoma City, OK

May 6, 2021

VIA EMAIL

Andrew Adams III, Esq.

Hogen Adams PLLC 

1935 County Road B2 W., Suite 460 

St. Paul, MN 55113

Re: Review of loan documents for Kaw Nation of Oklahoma and Kaw Gaming

Dear Mr. Adams:

This letter responds to your February 3, 2021 request for the National Indian Gaming 

Commission’s Office of General Counsel to review a Loan Agreement and related documents 

between Kaw Gaming, Inc., Kaw Nation of Oklahoma, and Western Alliance Bank. Specifically, 

you have asked for my opinion whether the documents are management contracts requiring the 

NIGC Chairman’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:

• Loan Agreement (April 23, 2021 draft, Document No. 4132-9666-2056.13);

• Schedule 1.1 Real Property;

• Schedule 4.11 Litigation;

• Schedule 4.20 Environmental Matters;

• Schedule 4.28 Required Approvals;

• Schedule 4.30 Subsidiaries;

• Schedule 4.31 Agreements to Sell Assets;

• Schedule 4.33 Deposit Accounts and Other Accounts;

• Schedule 5.3 Insurance Requirements;

• Schedule 6.6 Existing Liens;

• Schedule 6.7 Existing Recourse Debt;

• Exhibits to Credit Agreement:
Letter to Andrew Adams III, Esq.

Re: Review of loan documents for Kaw Nation of Oklahoma and Kaw Gaming

May 6, 2021

Page 2 of 3

o Exhibit A Form of Compliance Certificate, with Annex I, Financial Covenant 

Calculations; 

o Exhibit B-1 Form of DD Term Loan Note; 

o Exhibit B-2 Form of Cash Secured Loan Note;

o Exhibit C Request for Advance; 

o Exhibit A-2 Conversion Notice; 

o Exhibit E Total Expansion Project Cost Statement; 

o Exhibit F Expansion Project Completion Certificate;

• Security Agreement;

• Deposit Account Control Agreement;

• Consent to Enter Trust Lands;

• Tribal Agreement.

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 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 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.1 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),2 please be advised that any withholding should be analyzed under the 

standard set forth in Food Marketing Institute v. Argus Leader Media.

3 Any claim of 

confidentiality should also be supported with “a statement or certification by an officer or 

authorized representative of the submitter.”4 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.5 If you 

need any additional guidance regarding potential grounds for withholding, please see the United 

 1 See 25 C.F.R. § 517.7(c).

2 5 U.S.C. § 552(b)(4).

3 139 S. Ct. 2356 (2019).

4 See 25 C.F.R. § 517.7(d)

5 Id.
Letter to Andrew Adams III, Esq.

Re: Review of loan documents for Kaw Nation of Oklahoma and Kaw Gaming

May 6, 2021

Page 3 of 3

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 Staff Attorney, Barbara Marvin at (202) 302-

0815 or by email at Barbara_Marvin@nigc.gov.

Sincerely,

Michael Hoenig

General Counsel

cc: Aaron Harkins, Esq.

aharkins@hogenadams.com

Yonne Tiger, Esq.

yonne@tigerlawpllc.com