NAL J
a\° “7

“9
As

*

fa)
1 >

% os
Cc \
v coMTM

On x

February 18, 2020
Via U.S. Mail & Faesimile

Glen D. Nenema, Chairman
Kalispel Tribe of Indians
PO Box 39

Usk, Washington, 99180
Fax: (509) 445-1705

Re: Review of Credit Agreement and Security Agreement
Dear Chairman Nenema:

This letter responds to the November 08, 2019, request on behalf of the Kalispel Tribe of
Indians for the National Indian Gaming Commission’s Office of General Counsel to review loan
documents between the Kalispel Tribe and KeyBank National Association. Specifically, you
have asked for my opinion on whether the loan documents constitute a management contract
requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act. You also asked
for an opinion whether the documents violate IGRA’s requirement that a tribe have the sole
proprietary interest in its gaming operation.

In my review, I considered the following documents submitted on behalf of the Tribe,
which were unexecuted, but were represented to be in substantially final form (Collectively
“Loan Documents”):

Credit Agreement, marked as: 4819-4216-2088.8

Security Agreement, marked as 4844-4576-5802

Exhibits to Credit Agreement, marked as 4826-8820-1132.1

Guaranty Exhibit I to Credit Agreement, marked as 4850-3773-2268.1

The Loan Documents contain terms similar to other agreements the Office of General
Counsel has reviewed and analyzed, opinion letters for which are available on the NIGC website.
Applying the same analysis here, it is my opinion that the Loan Documents are not management
contracts or collateral agreements to a management contract, and do not require the approval of
the Chair. It is also my opinion that the Loan Documents do not violate IGRA’s sole proprietary
interest requirement

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

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

WWW.NIGC.GOV


Letter to Chairman Nenema

Re: Review of Credit Agreement and Security Agreement
February 18, 2020

Page 2 of 2

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, at *7 (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
FOJASubmitterReply@nige.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 Heather McMillan Nakai
at (202) 527-5577.

Sincerely,

MednowSL Ho, 2

Michael Hoenig
General Counsel

ce: Christine Masse
Brie Coyle Jones