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October 31, 2019

Via email: <jcdiracles@bestlaw.com>
and First Class Mail

James C. Diracles, Esq.

Best & Flanagan LLP

60 South Sixth Street, Suite 2700
Minneapolis, Minnesota 55402

Re: Review of the 2019 Loan Documents
for the Forest County Potawatomi Community, Wisconsin

Dear Mr. Diracles:

This letter responds to your October 9, 2019 request, on behalf of the Forest County Potawatomi
Community, Wisconsin, for the National Indian Gaming Commission, Office of the General Counsel, to
review certain transaction documents and to provide an opinion as to whether or not these transaction
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 transaction
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 2019 Loan
Documents”):

° Fifth Amendment to Amended and Restated Loan Agreement (marked at bottom left as “4155-0891-
7788.5”);

e Amended and Restated Loan Agreement Dated as of October 1, 2012! among Forest County
Potawatomi Community, Wisconsin, as the Borrower, PNC Bank, National Association, as
Administrative Agent, PNC Capital Markets LLC, JPMorgan Chase Bank, N.A. and BOFA Securities,
Inc., as Joint Lead Arrangers, PNC Capital Markets LLC, as Sole Bookrunner, JPMorgan Chase
Bank, N.A. and BOFA Securities, Inc., as Co-Syndication Agents, U.S. Bank National Association, as
a Co-Documentation Agent, and The Banks Party Hereto (marked at bottom left as “4137-0869-
9932.4” and at top right as “OHS Draft 10-8-19”);

e Exhibit A Applicable Margin (marked at bottom left as “4123-8534-0956.5” and at top right as
“OHS Draft 10-8-19”);

e Exhibit H to Amended and Restated Loan Agreement Continuation/Conversion Notice (marked
at bottom left as “4123-8534-0956.5” and at top right as “OHS Draft 10-8-19”);

e Exhibit L to Amended and Restated Loan Agreement Form of Tax Exempt Note (marked at
bottom left as “4123-8534-0956.5” and at top right as “OHS Draft 10-8-19”);

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; Sccramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK; Oklahoma: City, OK

WWW.NIGC.GOV


James C. Diracles, Esq.

Re: Review of the 2019 Loan Documents for the Forest County Potawatomi Community
October 31, 2019

Page 2 of 2

e Exhibit M to Amended and Restated Loan Agreement Tax Exempt Loan Notice/Blocked Account
Request (marked at bottom left as “4123-8534-0956.5” and at top right as “OHS Draft 10-8-19”);
and

e Third Amended and Restated Security Agreement Dated as of [__], 2019 by Forest County
Potawatomi Community, Wisconsin, as the Debtor, in favor of PNC Bank, National Association, as
Secured Party (marked at bottom left as “413 1-7773-6732.2” and at top right as “OHS Draft 10-8-
19”).

The 2019 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 2019 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.

It is my understanding that the 2019 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
2019 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 2019 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
CFR. § 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, No. 18-481, 2019 WL 2570624, at *7 (U.S.,
June 24, 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@nigc.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. Jd.

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

Sincerely,

Maren oe

Michael Hoenig
General Counsel

ce: Ross Formell, Esq. (via email only <rformell@bestlaw.com>)