Z,

2 %
* *
5
My, eo
S comm

September 7, 2018
VIA FIRST CLASS MAIL

James R. Floyd, Principal Chief
Muscogee (Creek) Nation

1008 East Eufaula Street
Okmulgee, Oklahoma 74447

Re: Review of financing agreements for the Muscogee (Creek) Nation

Dear Principal Chief Floyd:

This letter responds to the August 26, 2018 request of Mr. Robert Rosette, on behalf of
the Muscogee (Creek) Nation, for the National Indian Gaming Commission’s Office of the
General Counsel to review financing agreements between the Muscogee (Creek) Nation and
BOKF, NA dba Bank of Oklahoma. The documents are additional to loan transaction documents
I previously opined on in a letter dated August 9, 2018. Specifically, you have asked for my
opinion whether the financing agreements are management contracts requiring the NIGC Chair’s
approval under the Indian Gaming Regulatory Act and whether the agreements violate IGRA’s
requirement that the Nation have the sole proprietary interest in its gaming operation.

In my review, I considered the following submissions (collectively, “the Financing
Agreements”) which are unexecuted, but were represented to be in substantially final form:

e Guaranty Agreement by the Gaming Operations Authority Board of Muscogee (Creek)
Nation in favor of BOKF, NA dba Bank of Oklahoma;

e Joinder Agreement between Gaming Operations Authority Board of Muscogee (Creek)
Nation.

The Financing Agreements add the Gaming Operations Authority Board of the Muscogee
(Creek) Nation as a guarantor to the previously reviewed Loan Agreement and a party to the
previously reviewed Security Agreement.

The Financing Agreements contain terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed. Some of these letters may be found on the
NIGC website. Applying the same analysis here, it is my opinion that collectively the Financing

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


Principal Chief Floyd

Re: Review of financing agreements for the Muscogee (Creek) Nation
September 7, 2018

Page 2 of 2

Agreements do not materially alter or impact management or proprietary interest issues and
therefore do not change my August 9, 2018 letter.

It is my understanding that 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 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 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.’ 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.> 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.

If you have any questions, please contact NIGC Staff Attorney Suzanne Nunn at (202)
632-7013.

Sincerely,

Mice Lee

Michael Hoenig
General Counsel

ce: Robert A. Rosette (rosette@rosettelaw.com), Counsel for the Nation
Jason Coutant (JCoutant@cwlaw.com), Counsel for Bank of Oklahoma

25 CER. §517.7(c).

25 U.S.C. § 552(b)(4).

°975 F.2d 871 (D.C. Cir. 1992).
*25 C.F.R. § 517.7(c).

Id.