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December 13, 2018

Via U.S. Mail & Email

Stephen Ward

Conner & Winters, LLP
4000 One Williams Center
Tulsa, OK 74172-0148

Re: Review of financing agreements between CrossFirst Bank & the Kiowa Casino
Operations Authority

Dear Mr. Ward:

This letter responds to the request for financing between the Kiowa Casino
Operations Authority and CrossFirst Bank for the National Indian Gaming Commission’s
Office of General Counsel to review its loan documents. Specifically, you asked for an
opinion whether these agreements are management contracts requiring the NIGC Chair’s
approval under the Indian Gaming Regulatory Act. You also asked for an opinion whether
the agreements violate IGRA’s requirement that a tribe have the sole proprietary interest in
its gaming operation.

In my review, I considered the following documents (collectively “the Financing
Agreements”) submitted, all of which are unexecuted but represented to be in substantial
final form:

° Revolving and Tem Loan Agreement — Confidential NIGC DRAFT:
December 11, 2018

e Term Promissory Note - KCOA-02 — Confidential NIGC DRAFT:
October 19, 2018

° Promissory Note (Revolving Note) - KCOA-03 — Confidential NIGC
DRAFT: October 19, 2018

° Security Agreement - KCOA-04 — Confidential NIGC DRAFT:
October 19, 2018

The Financing Agreements contain terms similar to other agreements the Office of
General Counsel reviewed and analyzed; please refer to the agency’s website. Applying
the same analysis here, it is my opinion that collectively the Financing Agreements are not
management contracts and do not require the approval of the Chair. It is also my opinion
they do not violate IGRA’s sole proprietary interest requirement.

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

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


Mr. Ward

Re: Review of financing agreements between CrossFirst Bank & the Kiowa Casino
Operations Authority

December 13, 2018

Page 2 of 3

It is my understanding the Financing Agreements are represented to be in
substantially final form with respect to terms affecting this opinion, and if such terms
change in any material way prior to closing or are inconsistent with the assumptions made
herein, this opinion shall not apply. Further, this opinion is limited to the Financing
Agreements listed above. This opinion does not include or extend to any other agreements
or documents not submitted for review.

Please note it is my intent 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. Jd. 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 http://www justice. gov/oip/doj-guide-freedom-information-act-0.

I realize your letter referenced FOIA and the mention of confidential information.
Please be sure to follow the instructions above to ensure your confidential information is
protected.

If you have any questions, please contact NIGC Staff Attorney Mary Modrich-
Alvarado at (202) 632-7003.

Sincerely,

Michael Hoenig
General Counsel

"25 C.F.R. § 517.7(c).

? Freedom of Information Act, 5 U.S.C. § 552(b)(4) (1966).

> Critical Mass Energy Project v. NRC, 975 F.2d 871 (D.C. Cir. 1992).
“25 CER. § 517.7(c).


Mr. Ward

Re: Review of financing agreements between CrossFirst Bank & the Kiowa Casino
Operations Authority

December 13, 2018

Page 3 of 3

cc: James B. LaPorte, General Manager, Kiowa Casino Kiowa Casino, P.O, Box 100,
Devol, Oklahoma, 73531
David McCullough, Doerner Saunders Daniel & Anderson, LLP, 1800 N. Interstate
Drive, Suite 104, Norman, Oklahoma, 73072
Thomas Zynda, Black & Zynda, P.O. Box 159, Anadarko, Oklahoma, 73005