.July l5, 201 3 

Via U S. 1'v/ail 

Gary L. Betow, Esq. 

Conner & Winers, LLP 

4000 One Williams Center 

Tulsa, OK 741 72 

Re: Review of loan documents for the Cherokee Nation 

Dear Mr. Below: 

This Jetter responds to the request on behalf of the Cherokee Nation (Nation) and 

80.KF, NA dba Bank of Oklahoma, for the ~at1onal Indian Garning Commiss1on Office 

or General Counsel to review several agrccn1c11Ls related to the revolving loan L:rcdit 

facility of the Nation's instrumentality, the Cherokee Nation Businesses, L.L.C.. 

Specilic.:ally, the parties requested an opinion addressing whether these agreements are 

management contracts requiring the NIGC Chairwoman's approval under the Indian 

Gaming Regulatory Act and whether the agreements violate IGRA 's requirement that a 

tribe lwve the sole proprietary interest in its gaming operatjon. 

In my review. I considered the foll owing suhmissions (collecli vely, " the Loan 

Documents") all um:xecuted, but represented to t>e in substantially tinal fonn: 

• Crcdil agreement between the Cherokee Nation Businesses, L.L.C. and 

BOK F marked at top right corner as "C& W DRAFT" dated 6-25-13 

(Credit Agreement); 

• Sec urity agreement between C.hcrnkcc Nation Entertainment (CNE), 

Cherokee Hotels (Hotels) and Cht:rry Springs Golf Club (Chen-y Springs) 

in favor of BOKF, draft dared 7--l 2- l 3 (CNE Security Agreement}; 

• Security agreement between Cherokee Nation Businesses L.L.C. (CNB) in 

favor or BOKF, draft dated 7-12- 13 (C'NB Security Agreement); 

• Form or note limited recourse promissory note marked at top right comer 

as "C.& W DRAFT" dated 5/2412013 (Note) 

• Non-interference agreement marked at top right comer as "C'& W 

DRAFT' dated 5/2412013 (Non-Jntcrforcnce Agreement) 

• Continuing guarant~e recei ved by e-mai l on 7 -l 2- l3 (Guarantee) 

The Loan Docurnenl::; contain tcnns similar lo other agreements the Offo.:e or 

General Counsel has already reviewed and analy7.ed. See 

www.nige.gov/Rcading_Room/Managemcnt_Rcview _Leu.ers.aspx. J\pplying the same 

NATIONAL HEA.DQOARTERS 1441 L St. NW, Suite 9100. Washington. DC 20005 Tel: 202.632 7003 Fax: 202.632.7066 WWW.NIGC.GOV 

l\EGIONAl OFFICES Portland. OR; Sacramento, CA; Phoenix. AZ: St Paul. MN; Tulsa, OK 
. .. Gary L. Bctow 

Re: Rc:view of Loan documents for the Cherokee Nation 

Ju ly 15, 20 13 

Page 2of2 

analysis here, il is my opinion that collectively the Loan Documen ts are not management 

contracts and do not require the approval of the Chai1woman. lt is also my opinion that 

they do not violate fGRA 's snle proprietary interest requirement 

It is my understanding that the Loan Documents are represented to be in 

substanti ally final fonn with respect to lenns affecting this opi nion. 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 Loan 

Documents listed above and docs not include or extend to any other agreements or 

doctunents not submitted for review. 

I anticipate that this letter \.viii be posted to the NIGC's website. Prior to posting, 

NIGC will notify you and give you an opportunity to identify and request that 

infomiation subj ect to the exemptions under FOIA be redacted o r with held. A l.ist of the 

FOIA exemptions may be found at 25 U.S.C. § 552(b). 

If you have any questions. please contact NIGC Staff Attorney Esther Dittlcr at 

(202) 420-9229. 

Sincerely,