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December 12, 2016

By First Class Mail

Ron Lafrance Jr., Tribal Chief
Eric Thompson, Tribal Chief
Beverly Cook, Tribal Chief
The Saint Regis Mohawk Tribe
412 State Route 37
Akwesasne, New York 13655

Re: Review of the 2016 Loan Documents for the Saint Regis Mohawk Tribe
Dear Tribal Chiefs Lafrance, Thompson, and Cook:

This letter responds to your November 18, 2016 request, on behalf of the Saint Regis
Mohawk Tribe, for the National Indian Gaming Commission, Office of the General Counsel, to
review certain loan documents and to provide an opinion as to whether or not the submitted 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, | considered the following submissions (collectively, “the 2016 Loan
Documents”):

e Credit Agreement among The Te Wa Tha Hon:-ni Corporation and Mohawk Gaming
Enterprises, LLC, as Borrowers; and Keybank National Association, as Lender, Closing
Date: Cedi Facility, mrs i:
Facility, Credit Facility (marked at bottom left as
“US.108622448.02” and at top right as “Faegre Baker Daniels LLP Draft (12-5-2016)”);

e Security Agreement (marked at top right as “Faegre Baker Daniels LLP Draft (11-16-16)”);
and

e Tribal Agreement (marked at top right as “Faegre Baker Daniels LLP Draft (12-7-16)”).

The 2016 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 2016 Loan Documents are not management contracts and do not require the
approval of the NIGC Chairman. It is also my opinion that they do not violate IGRA’s sole
proprietary interest requirement.

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 184’ NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066

REGIONAL OFFICES Portland, OR; S , CA; Phoenix, AZ; St, Paul, MN; Tulsa, OK; Oklah

ity, OK

WWW.NIGC.GOV



Tribal Chiefs Lafrance, Thompson, and Cook

Re: Review of the 2016 Loan Documents for the Saint Regis Mohawk Tribe
December 12, 2016

Page 2 of 2

It is my understanding that the 2016 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 2016 Loan Documents change in any material way prior to closing
or are inconsistent with assumptions made herein. Further, this opinion is limited to the
aforementioned 2016 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. 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 4 of the Freedom
of Information Act, 5 U.S.C. § 552(b)(4), please be advised that the information was voluntarily
submitted and, as such, any request to withhold will 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@nigc.gov> within thirty (30) calendar 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 Armando Acosta, Senior Attorney, at (202)
632-7003.

Sincerely,

Mahal Ho —

Michael Hoenig
General Counsel

ce: Dale White, Esq. (via email: dale. white@srmt-nsn. gov)
Owen Herne, Esq. (via email: oherne@hernelaw.com)
Chris Karns, Esq. (via email: chris-esq@tuscaroras.com)
Christine L. Swanick, Esq. (via email: CSwanick@sheppardmullin.com)
Aaron Harkins, Esq. (via email: Aaron. Harkins@FaegreBD.com)