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March 13, 2017

Via U.S. Mail & Email

Zeke Fletcher

Counsel to the Borrower

Tonkawa Tribe of Indians of Oklahoma
One Rush Buffalo Road

Tonkawa, OK 74653

Jerrod Compton

Senior Vice President
Corporate Banking

One Williams Center, 8" Fl.
Tulsa, OK 74172

Re: _ Review of financing agreements on behalf of the Tonkawa Tribe of Indians of
Oklahoma

Dear Mr. Fletcher and Mr. Compton:

This letter responds to the request on behalf of the Tonkawa Tribe of Indians of
Oklahoma for the National Indian Gaming Commission’s Office of General Counsel to
review several loan documents. Specifically, you asked for an opinion whether these
agreements are management contracts requiring the NIGC Chair’s approval under the
Indian Gaming Regulatory Act. You also asked for an opinion whether the agreements
violate IGRA’s requirement that a tribe have the sole proprietary interest in its gaming
operation.

In my review, I considered the following documents (collectively “the Financing
Agreements”) submitted as attachments to an e-mail sent on behalf of the Tribe:

° Loan Agreement, marked as C&W REVISED DRAFT 01.05.2017

° Security Agreement, marked as C&W DRAFT 01.05.2017
e Promissory Note, marked as C&W DRAFT 01.05.2017

ax: 202.63

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C St

REGIONAL OFFICES Portlancl, OR; Sacram



Mr. Fletcher and Mr. Compton

Re: Review of financing agreements on behalf of the Tonkawa Tribe of Indians of
Oklahoma

March 13, 2017

Page 2 of 2

The Financing Agreements contain terms similar to other agreements the Office of
General Counsel reviewed and analyzed; please refer to the agency’s website. Applying
the same analysis here, it is my opinion that collectively the Financing Agreements are not
management contracts and do not require the approval of the Chair. It is also my opinion
they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the Financing Agreements are represented to be in
substantially final form with respect to terms affecting this opinion. If such terms change in
any material way prior to closing or are inconsistent with the assumptions made herein,
this opinion shall not apply. Further, this opinion is limited to the Financing Agreements
listed above. This opinion does not include or extend to any other agreements or
documents not submitted for review.

Please note 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. 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 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, 975 F.2d 871 (D.C. Cir. 1992). Any claim of confidentiality
should also be supported with “a statement or certification by an officer or authorized
representative of the submitter.” 25 C.F.R. § 517.7(c). Please submit any written objection
to FOIASubmitterReply@nige.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. Jd. 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 NIGC Staff Attorney Mary Modrich-
Alvarado at (202) 632-7003.

Wich XL e-—

Michael Hoenig
General Counsel