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

November 17, 2021

VIA EMAIL

Joseph Byrd, Chairman

c/o Aaron Pratt, Esq.

Quapaw Nation

69300 East Nee Road

Quapaw, Oklahoma 74363

Re: Review of Loan Documents, between the Quapaw Nation, and U.S. Bank, N.A., 

KeyBank National Association, Wells Fargo Bank, N.A., U.S. Bank, N.A., Western Alliance 

Bank, International Bank of Commerce, Comerica Bank, CIT Bank, N.A. and BOKF, NA dba 

Bank of Oklahoma

Dear Chairman Byrd:

This letter is a response to the Loan Documents submitted by the Quapaw Nation (Nation)

and U.S. Bank, N.A., KeyBank National Association, Wells Fargo Bank, N.A., U.S. Bank, N.A., 

Western Alliance Bank, International Bank of Commerce, Comerica Bank, CIT Bank, N.A. 

(Lenders) and BOKF, NA dba Bank of Oklahoma (Administrative Agent) to the National Indian 

Gaming Commission’s (NIGC) Office of General Counsel for review (collectively, the “Loan 

Documents”).

You have asked for my opinion whether the Loan Documents constitute a management 

contract requiring the NIGC Chairman’s approval under the Indian Gaming Regulatory Act (IGRA).

1

Also included in this letter is my opinion whether the Loan Documents violate IGRA’s requirement 

that the Nation maintain the sole proprietary interest in its gaming activities.

2

In my review, I considered the below Loan Documents, which are unexecuted but were 

represented to be in substantially complete form:

1. Loan Agreement and Exhibits A-F (FDL Draft October 20, 2021);

2. Security Agreement and Exhibits A-C (FDL Draft October 6, 2021);

3. Guaranty Agreement (FDL Draft October 6, 2021); and

4. Bank Deposit Account Control Agreement (FDL Draft October 25, 2021).

 1 25 U.S.C. § 2711.

2 25 U.S.C. § 2710(b)(2)(A).
Letter to Joseph Byrd, Chairman of the Quapaw Nation

Re: Review of Loan Documents with U.S. Bank, N.A., KeyBank National Association, Wells Fargo 

Bank, N.A., U.S. Bank, N.A., Western Alliance Bank, International Bank of Commerce, Comerica 

Bank, CIT Bank, N.A. (Lenders) and BOKF, NA dba Bank of Oklahoma

November 17, 2021

Page 2 of 2

The Loan Documents contain terms similar to other agreements the Office of General 

Counsel has previously reviewed and analyzed, which are available on the NIGC’s website.

Applying the same analysis here, it is my opinion 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 Loan Documents are in substantially final form, and if the 

Loan Documents are amended in any material way and/or inconsistent with assumptions made 

herein, this opinion shall not apply. Further, this opinion is limited to the Loan Documents mentioned 

supra. This opinion does not include or extend to any other agreements not submitted or before me 

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 such disclosure, please provide a written statement explaining 

the grounds for the objection, highlighting the information you believe should be withheld.3 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),4 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 Food Marketing Institute v. Argus Leader Media.

5 Any 

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

authorized representative of the submitter.”6 Please submit any written objection to 

FOIASubmitterReply@nigc.gov within thirty (30) days of the date of this letter. After this time 

elapses, this letter will be made public and objections will no longer be considered.7 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/dojguide-freedom-information-act-0.

If you have any questions, please contact Staff Attorney James A. Lewis at (202) 632-7013

or by email at James_Lewis@nigc.gov. 

Sincerely, 

Michael Hoenig

General Counsel

cc: John S. Gawey, Esq., via JGawey@fdlaw.com

 3 25 C.F.R. § 517.7(d). 4 5 U.S.C. § 552(b)(4).

5 139 S.Ct. 2356 (2019).

6 25 C.F.R. § 517.7(d). 7 Id.