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January 13, 2017
Via U.S. Mail & Facsimile

John A, Barrett, Chairman
Citizen Potawatomi Nation
1601 Gordon Cooper Dr.
Shawnee, OK 74801

Fax: 405-275-0198

Re: Review of loan documents for the Citizen Potawatomi Nation

Dear Chairman Barrett:

This letter responds to the request on behalf of Citizen Potawatomi Nation for the
National Indian Gaming Commission’s Office of General Counsel to review several
updates to the financing agreements we previously opined on in a letter dated November
08, 2016. Specifically, you have asked whether the changes to the agreements alter my
opinion of whether they are management contracts requiring the NIGC Chair’s approval
under the Indian Gaming Regulatory Act and 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 on behalf of the Nation:

e Loan Agreement, marked as CW Draft 12/14/2016
¢ Security Agreement, marked as 12/07/2016
e Term Note

The changes made to the agreements include a change in lender and financial
terms. None of these revisions appear to impact management or proprietary interest
issues and therefore do not change our November 08, 2016 opinion.

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. 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

[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.ntgc.cov


Chairman Barrett
Re: Review of financing agreements on behalf of the Citizen Potawatomi Nation

January 13, 2017
Page 2 of 2

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 FOJASubmitterReply@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. Id. 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 Attomey Heather McMillan
Nakai at (202) 632-7003.

Sincerely,

Moho? boe—

Michael Hoenig
General Counsel

cc: Greg Quinlan
(via email gquinlan@potawatomi.org)