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August 9, 2018
Via First Class Mail

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

1008 East Eufaula Street
Okmulgee, Oklahoma 74447

Re: Review of loan documents for the Muscogee (Creek) Nation

Dear Principal Chief Floyd:

This letter responds to your June 22, 2018, request for the National Indian Gaming
Commission’s Office of General Counsel to review loan agreements between the Muscogee
(Creek) Nation and BOKF, NA dba Bank of Oklahoma. Specifically, you have asked for my
opinion on whether the documents are management contracts requiring the NIGC Chair’s
approval under the Indian Gaming Regulatory Act. You also asked for my opinion whether the
loan documents violate IGRA’s requirement that the Nation have the sole proprietary interest in

its gaming activity.

In my review, I considered the following submissions, unexecuted but in substantially
final form, (collectively, “the Loan Documents”).

1. Loan Agreement Between the Borrower and BOKF, NA dba Bank of Oklahoma,
dated July 7, 2018.

2. Security Agreement Between the Borrower and BOKF, NA dba the Bank of
Oklahoma, dated June 15, 2018.

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

It is my understanding that the drafts are represented to be in substantially final form, and
if the Loan Documents 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. This opinion does not include or extend to any other agreements not
submitted for review.

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 James R. Floyd, Principal Chief, Muscogee (Creek) Nation
Re: Muscogee (Creek) Nation Loan Documents

August 9, 2018

Page 2 of 2

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 https://www.justice.gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact NIGC Staff Attorney Tana Fitzpatrick at (202)
632-7003 or by email at tana_fitzpatrick@nige.gov.

Sincerely,
Midna bo

Michael Hoenig
General Counsel

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

'25 C.F.R. § 517.7(c).

> 5 U.S.C. § 552(b)(4).

°975 F.2d 871 (D.C. Cir. 1992).
oe F.R. § 517(c).