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May 24, 2019
John Maier
Maier Pfeffer Kim Geary & Cohen LLP
1970 Broadway, Suite 825

Oakland, CA 94612
Re: Review of Loan Document for the Enterprise Development Authority
Dear Mr. Maier:

This letter responds to your May 8, 2019 request on behalf of the Enterprise
Development Authority for the Office of the General Counsel, National Indian Gaming
Commission, to review a loan document. The request asks for my opinion as to whether the
submitted loan document is a management contract requiring the NIGC Chairman’s approval
pursuant to the Indian Gaming Regulatory Act. The request also asks for my opinion as to
whether 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 Deposit Account Control Agreement marked
#67424947_v3 (the “Loan Document”). The Loan Document is related to financing documents
that were previously reviewed in draft form by the Office of General Counsel. A letter opining
that the related financing documents were not management contracts requiring the NIGC
Chairman’s approval and did not violate the sole proprietary interest requirement was issued on
July 6, 2018.

The Loan Document 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.
Applying the same analysis here, it is my opinion that the Loan Document 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 Loan Document is 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 Loan Document changes in any material way prior to closing or is inconsistent with
assumptions made herein. Further, this opinion is limited to the Loan Document listed above and
does not include or extend to any other agreements.

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


John Maier

Re: Review of the Loan Document for the Enterprise Development Authority
May 24, 2019

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@nigce.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 http://www.justice.gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact Staff Attorney Austin Badger at (202) 632-
7003.

Sincerely,

Mechel Lp

Michael Hoenig
General Counsel

'25 C.F.R. 517.7(c).

25 U.S.C. § 552(b)(4).

3.975 F.2d 871 (D.C. Cir. 1992).
425 CFR. § 517.70).

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