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January 13, 2016

Via email: russ@brienlawllc.com
and First Class Mail

Russell A. Brien, Esq.
Brien Law, LLC
15026 114th Street
Oskaloosa, KS 66066

Re: _ Review of the 2015 Loan Documents for the Prairie Band Potawatomi Nation
Dear Mr. Brien:

This letter responds to your December 1, 2015 request, on behalf of the Prairie Band
Potawatomi Nation, for the National Indian Gaming Commission, Office of the General Counsel,
to review certain financing documents and to provide an opinion as to whether the submitted
financing documents are management contracts requiring the NIGC Chairman’s approval
pursuant to the Indian Gaming Regulatory Act of 1988. The Nation also requested OGC’s
opinion as to whether the financing documents violate IGRA’s requirement that a tribe have sole
proprietary interest in its gaming operation.

In my review, I considered the following submissions (collectively, “the 2015 Loan
Documents”):

1. Loan Agreement Dated as of [ _], 2015 between Prairie Band Potawatomi
Entertainment Corporation, as the Borrower, and U.S. Bank National Association
(marked at bottom left as “4841-9892-7398\7” and at top right as “DW Draft 12/1/15”);

2. Security Agreement (marked at bottom left as “4823-7090-9479\3” and at top right as
“D&W Draft 11-25-2015”);

3. Term Note $10,000,000 , 2015; and

4. Nation Agreement (marked at bottom left as “4815-5907-3065\6” and at top right as
“D&W Draft 11/25/15”).

The 2015 Loan Documents contain 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,
collectively, the 2015 Loan Documents are not management contracts and do not require the

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


Russell A. Brien, Esq.

Re: Review of 2015 Loan Documents for the Prairie Band Potawatomi Nation
January 13, 2016

Page 2 of 2

approval of the NIGC Chairman. It is also my opinion that they do not violate IGRA’s sole
proprietary interest requirement.

It is my understanding that the 2015 Loan Documents are 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 2015 Loan Documents: (i) change in any material way prior to
closing; (ii) are not executed; or (iii) are inconsistent with assumptions made herein. Further, this
opinion is limited to the aforementioned 2015 Loan Documents and does not include or extend to
any other agreements not submitted for review.

] anticipate that this letter will be posted on the NIGC’s website. Prior to posting, the
NIGC FOIA Officer will notify you and provide you with an opportunity to identify and request
that information subject to the exemptions under the Freedom of Information Act be redacted or
withheld. A list of the FOIA exemptions may be found at 5 U.S.C. § 552(b).

If you have any questions, please contact Armando Acosta, Senior Attorney, at (202)
632-7003.

Sincerely,

Michael Hoenig
General Counsel