March 6, 2020

VIA EMAIL AND FIRST CLASS MAIL

Timothy J. Kincaid, Esq.

Kincaid Law Office

6151 Wilson Mills Road, Suite 310
Highland Heights, OH 44143

Re: Review of the 2020 Loan Documents
for the Little Traverse Bay Bands of Odawa Indians

Dear Mr. Kincaid:

This letter responds to your January 29, 2020 request, on behalf of the Little Traverse
Bay Bands of Odawa Indians for the National Indian Gaming Commission, Office of General
Counsel, to review certain loan documents and to provide an opinion as to whether or not these
loan documents are management contracts 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 documents violate IGRA’s requirement that a tribe have the sole proprietary interest
in its gaming operation.

In my review, I considered the following submissions (collectively, “the 2020 Loan
Documents”):

e Loan Agreement Dated as of [_], 2020, between Little Traverse Bay Bands of Odawa
Indians, as the Borrower, and PNC Bank, National Association, as the Lender (marked at
bottom left as “4828-87 13-2330\5” and at top right as “DW Draft 1/28/20”);

e Term Note (Closing Date) (marked at bottom left as “4815-7705-0034\1”);
e Term Note (Working Capital) (marked at bottom left as “4845-1489-7842\1”);
e Term Note (Construction) (marked at bottom left as “4843-5426-9106\1”); and
e Security Agreement (marked at bottom left as “4844-7283-6529\3”).
The 2020 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.nige.gov>. Applying the same analysis here, it is my opinion that,
collectively, the 2020 Loan Documents are not management contracts and do not require the

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Mr. Timothy J. Kincaid

Re: Review of the 2020 Loan Documents for the Little Traverse Bay Bands of Odawa Indians
March 6, 2020

Page 2 of 2

It is my understanding that the 2020 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 2020 Loan Documents change in any material way prior to closing
or are inconsistent with the assumptions made herein. Further, this opinion is limited to the
aforementioned 2020 Loan Documents 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 highlighting 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@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. Id.

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

632-7003.

Sincerely,

Med Lo

Michael Hoenig
General Counsel