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January 19, 2024

VIA EMAIL

Meghan Beakman, Esq. 

Oneida Indian Nation

5218 Patrick Rd. 

Verona, NY 13478

Re: Review of the 2024 Loan Documents for the Oneida Indian Nation 

Dear Ms. Beakman:

This letter responds to your November 17, 2023 request, on behalf of the Oneida Indian 

Nation (Tribe), for the National Indian Gaming Commission Office of General Counsel to 

review certain financing agreements to be offered by KeyBank, NA to the Turning Stone Resort 

Casino, LLC, a governmental instrumentality of the Oneida Indian Nation. Specifically, you 

have requested my opinion as to whether these documents are management contracts requiring 

the NIGC Chairman’s approval pursuant to the Indian Gaming Regulatory Act of 1988. You 

have also asked for my opinion as to 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 submission (“the 2024 Loan Documents”): 

1. Amended and Restated Credit Agreement (marked at bottom left as “SMRH:4896-

1714-7774.10 ”, also marked first page on top right as “SMRH Draft 11-15-23”);

a. Exhibit A-1 to Credit Agreement Form of Revolving Note (marked first page on top 

right as “SMRH Draft 11-8-23”);

b. Exhibit A-2 to Credit Agreement Form of Swingline Note; 

c. Exhibit H to Credit Agreement Form of Deposit Account Control Agreement;

2. Amended and Restated Nation Agreement (marked at bottom left as “{SMRH:4879-

8705-7532.6}”, also marked first page on top right as “SMRH Draft 11/8/23”);

3. Amended and Restated Security Agreement (marked at bottom left as “SMRH:4883-

3007-2703.6”, also marked first page on top right as “SMRH Draft 11-8-23”);
Letter to Meghan Murphy Beakman, Esq. 

Re: Review of the 2024 Loan Documents for the Oneida Indian Nation 

January 19, 2024

Page 2 of 2

4. Fee Letter (marked at bottom left as “SMRH:4871-7721-3816.5”). 

The 2024 Loan Documents contain terms similar to other agreements that OGC has 

previously reviewed and analyzed. Applying the same analysis here, it is my opinion that the 

2024 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 2024 Loan Documents are represented to be in 

substantially final form, and any further changes will not be material to OGC’s analysis. This 

opinion shall not apply if the 2024 Loan Documents change in any material manner prior to 

closing or are inconsistent with the assumptions made herein. Further, this opinion is limited to 

the aforementioned 2024 Loan Documents and 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 the information was voluntarily submitted and, 

as such, 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 FOIA@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 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 Rachel Hill, Staff Attorney, at (918) 581-6214.

Sincerely, 

Rea Cisneros

General Counsel (Acting)

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.