SEEKING FINANCING

new vendors entering into agreements with Tribes who may have limited knowledge of IGRA.

How To Request A Declination Letter

An initial declination letter request should include in the body of the cover letter a list of all relevant draft documents that have been submitted, as well as any and all exhibits, schedules and any other documents referenced in the submission. Because OGC is not familiar with each item included in a Tribe’s request, it is extremely helpful to summarize the nature and purpose of documents. Be sure to include any unique circumstances of the agreements that impact the terms but may not be apparent from the documents (e.g. an abnormally high interest rate, because only one bank was interested in lending, or it is a greenfield project, etc.). If the declination letter is time sensitive, please specify the date by which you are requesting the letter in the request.

Keep in mind several factors impact OGC’s ability to meet a requester’s proposed deadline, including: the number and complexity of changes recommended; the number of parties, including the Tribe, who must agree to the changes; and whether the Tribe and third parties accept OGC’s recommendations. OGC conducts its reviews as quickly as possible; however, declination letter reviews typically take between four and six weeks. Additional time may be required depending on the complexity of the documents or issues raised during the review, so parties to the agreements should factor in sufficient time to allow OGC to accommodate requests for review by a specific date.

The most efficient way to request a declination letter is by e-mail at: legal_opinions@nigc.gov.

Using this e-mail address ensures that OGC assigns the matter quickly. Tribes may also mail the request to NIGC, attention Office of the General Counsel. For more detailed instructions, see NIGC’s website homepage for “How to Request a Declination Letter.”

WHAT’S NEXT?

After the request is submitted, the assigned OGC Staff Attorney will reach out to you. They may have questions or concerns during their review and may call to discuss them. If specific provisions implicate management, the Staff Attorney will discuss them with their supervisor prior to advising the parties to the contract(s). If there are not any issues or once they are all addressed, the Staff Attorney will draft a memorandum summarizing the terms of the documents, and submit it and supporting materials to an Associate General Counsel – and ultimately to the General Counsel – for final review and issuance of a declination letter.

In conclusion, declination letters are and will continue to be an essential part of doing business in Indian Country for the foreseeable future. They help ensure the integrity of the industry and make crystal clear to all parties that the proposed agreements comply with IGRA. NIGC and OGC continue to support the declination letter process as a vehicle to help ease lending to tribal operations and, by doing so, can help preserve – and grow – for decades to come, the valuable resource Indian gaming represents to native communities.