July 30, 2014 

Elizabeth Lohah Homer 

Homer Law Chartered 

1730 Rhode Island Ave., N.W. 

Suite 501 

Washington, D.C. 20036 

Fax: (202) 955-5605 

Re: Review ofloan documents for the Omaha Tribe of Nebraska 

Dear Mrs. Homer: 

This letter responds to your request of February 6, 2014 and May 23, 2014 that 

requested on behalf of the Omaha Tribe of Nebraska (Tribe) for the National Indian 

Gaming Commission's Office of General Counsel to review loan documents between the 

Tribe and the Shakopee Mdewakanton Sioux Tribe (Lender). Specifically, you have 

asked for my opinion whether the loan documents constitute a management contract 

requiring the NIGC Chair's approval under the Indian Gaming Regulatory Act and 

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 Loan 

Documents") which are unexecuted, but were represented to be in substantially final 

form: 

• Credit agreement between Omaha Tribe of Nebraska and Blackbird Bend 

Corporation, as Borrowers, and Shakopee Mdewakanton Sioux 

Community, as Lender (Credit Agreement), marked at top right as 

"FaegreBD Draft(5-15-14)" and at bottom left as "US.53229698.12". 

• Promissory Note, marked at top right as "FaegreBD Draft (2-6-14)" and at 

bottom left as "dms.us.53612351.01". 

• Security Agreement, marked at top right as "FaegreBD Draft (5-6-14)" 

and at bottom left as "US.53284937.04". 

• Control Agreement (Lucky 77 Casino), marked at top right as "FaegreBD 

LLP Draft (5-6-14)" and at bottom left as "US.53456970.05". 

• Control Agreement (Blackbird Bend Casino), marked at top right as 

"FaegreBD LLP Draft (5-8-14)" and at bottom left as "US.53413074.04". 

• Depository Agreement, marked at top right as "FaegreBD Draft ( 5-15-

14)" and at bottom left as "US.53284932.06". 

• Assignment Agreement, marked at top right as "FaegreBD LLP Draft (5-

20-14)" and at bottom left as "US.53363209.07". 

NATIONAL HEADQUARTERS 90 K St. NE, Suite 200, Washington, DC 20002 Tel : 202.632.7003 Fox: 202.632.7066 WWW.N IGC.GOV 

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Elizabeth Homer, Esq. 

Re: Review ofloan documents for the Omaha Tribe of Nebraska 

July 3, 2014 

Page 2 of2 

• Instructions as to lease payments (Instruction Agreement) marked at top 

right as "FaegreBD Draft( 5-15-14 )" and at bottom left as 

"US.53363208.07". 

The Loan Documents contain terms similar to other agreements the Office of 

General Counsel has already reviewed and analyzed. See 

www.nigc.gov/Reading_ Room/Management_ Review_ Letters.aspx. Applying the same 

analysis here, it is my opinion that the Loan Documents 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 Loan Documents are represented to be in 

substantially final form with respect to terms affecting this opinion. If the Loan 

Documents change in any material way prior to closing, this opinion shall not apply. 

Fmiher, this opinion is limited to the Loan Documents listed above and does not include 

or extend to any other agreements or documents not submitted for review. 

I 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 25 U.S.C. § 552(b). 

If you have any questions, please contact NIGC Staff Attorney Esther Dittler at 

(202) 420-9229. 

Sincerely, 

~ 

<:! 

Eric Shepard 

Acting General Counsel