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August 25, 2016

Aaron J. Harkins, Esq.

Faegre Baker Daniels LLP
2200 Wells Fargo Center

90 South Seventh Street
Minneapolis, MN 55402-3901

Re: _ Review of financing documents for the Lac Court Oreilles Band of Lake
Superior Chippewa Indians of Wisconsin

Dear Mr. Harkins:

This letter responds to your letters of June 8, 2016, and August 17, 2016,
requesting on behalf of the Lac Court Oreilles Band of Lake Superior Chippewa Indians
of Wisconsin (Band) for the National Indian Gaming Commission’s Office of General
Counsel to review bond financing documents between the Band, U.S. Bank National
Association and Chippewa Valley Bank. Specifically, you have asked for my opinion
whether the agreements constitute a management contract requiring the NIGC Chair’s
approval under the Indian Gaming Regulatory Act. You also asked for my opinion
whether the agreement violates 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
Agreements”) some of which are unexecuted, but were represented to be in substantially
final form:

e Indenture between the Band, U.S. Bank National Association, as Trustee,
Collateral Agent, and Securities Intermediary, dated August 17, 2016;

e Security Agreement between the Band, as an Assignor, and U.S. Bank
National Association, as Collateral Agency, dated June 8, 2016, and
marked at the bottom left corner as “OHSUSA:765168696.3”;

e Intercreditor and Collateral Agent Agreement between U.S. Bank National
Association, as Trustee under the Indenture, and U.S. Bank National
Association, as Collateral Agent, dated June 8, 2016, and marked at the
bottom lefi corner as “OHSUSA:765170110.3”";

e Bank Deposit Account Control Agreement between the Band, U.S. Bank
National Association, as Collateral Agent, and Chippewa Valley Bank,
dated August 17, 2016; and

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


Aaron J. Harkins, Esq.

Re: Review of transaction documents for the Lac Court Oreilles Band of Lake Superior
Chippewa Indians of Wisconsin

August 25, 2016

Page 2 of 2

e Purchase Agreement, between the Band and Initial Purchaser, dated June
8, 2016.

The Agreements contains terms similar to other agreements the Office of General
Counsel has already reviewed and analyzed, opinion letters for which can be found on the
NIGC’s website.. Applying the same analysis here, it is my opinion that the Agreements
are not management contracts and do not require the approval of the Chair. It is also my
opinion that they do not violate IGRA’s sole proprietary interest requirement.

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

J anticipate that this letter will be posted to the NIGC’s website. Prior to posting,
the NIGC will notify you and give you an opportunity to identify and request that
information subject to the exemptions under FOIA 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 NIGC Staff Attorney Esther Dittler at
(202) 420-9229.

Sincerely,
Michael Hoenig

General Counsel

ce: Townsend Hyatt, Orrick, Herrington & Sutcliffe LLP (via email)
Angela Trout, Orrick, Herrington & Sutcliffe LLP (via email)