NATIONAL HEADQUARTERS 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066 WWW.NIGC.GOV

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

March 19, 2021

VIA EMAIL

Jason B. Coutant, Esq. 

Conner & Winters, LLP 

4000 One Williams Center 

Tulsa, OK 74172-0148 

Re: Review of 2021 Loan Document for the Kickapoo Tribe of Oklahoma

Dear Mr. Coutant: 

This letter responds to your January 27, 2021 request, on behalf of CrossFirst Bank, N.A., 

for the National Indian Gaming Commission, Office of General Counsel, to review a certain loan 

document related to the Kickapoo Tribe of Oklahoma, and to provide an opinion as to whether or 

not this loan document is a management contract 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 or not the loan document violates IGRA’s requirement that a tribe have the sole 

proprietary interest in its gaming operation. 

In my review, I considered the following submission: 

• Third Amendment to Loan Agreement (“2021 Third Amendment”). 

In addition, your office submitted the original, executed loan documents that the 2021 

Third Amendment is intended to amend. While these executed loan documents were examined in 

order to provide context for the review of the 2021 Third Amendment, these previously executed 

loan documents are not part of this opinion. 

The 2021 Third Amendment contains terms similar to other agreements that OGC has 

previously reviewed and analyzed. Some of these opinion letters may be found on the NIGC’s 

website located at <www.nigc.gov>. Applying the same analysis here, it is my opinion that the 

2021 Third Amendment is not a management contract and does not require the approval of the 

NIGC Chairman. It is also my opinion that it does not violate IGRA’s sole proprietary interest 

requirement. 

It is my understanding that the 2021 Third Amendment is represented to be in 

substantially final form, and any further changes will not be material to OGC’s analysis. This 
Letter to Jason B. Coutant, Esq.

Re: Review of 2021 Loan Document for the Kickapoo Tribe of Oklahoma

March 19, 2021

Page 2 of 2

opinion shall not apply if the 2021 Third Amendment changes in any material way prior to 

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

limited to the aforementioned 2021 Third Amendment 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 highlight 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 (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 <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. Id. 

If you have any questions, please contact Armando Acosta, Senior Attorney, at (202) 

632-7003. 

Sincerely, 

Michael Hoenig 

General Counsel 

cc: Valerie R. Devol, Esq. (via email only: <vdevol@devollaw.com>)