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September 22, 2016

Aaron J. Harkins

Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street
Minneapolis, Minnesota 55402-3901
Aaron.Harkins@FaegreBD.com

Re: Review of the Loan Documents for the Eastern Shawnee Tribe of Oklahoma
Dear Mr. Harkins:

This letter responds to the July 11, 2016, request on behalf of the Eastern Shawnee Tribe
of Oklahoma for the Office of the General Counsel, National Indian Gaming Commission, to
review certain loan documents. The request asks for my opinion as to whether the submitted loan
documents are management contracts requiring the NIGC Chairman’s approval pursuant to the
Indian Gaming Regulatory Act. The request also asks for my opinion as to whether the loan
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 Loan
Documents”):

Loan Agreement (NIGC Submission Draft (7-11-16) and marked 4816-1548-5745.4);
Term Note (NIGC Submission Draft (7-11-16) and marked 4814-1355-4994\3);
Guaranty (NIGC Submission Draft (7-11-16) and marked 4833-1186-0274\4);
Security Agreement (NIGC Submission Draft (7-11-16) and marked 4829-4203-
9346/4); and

e Deposit Account Control Agreement (NIGC Submission Draft (8-23-16) and marked
4851-8463-8260\3).

The 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.
Applying the same analysis here, it is my opinion that, collectively, the 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 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

Re: Review of the Loan Documents for the Eastern Shawnee Tribe of Oklahoma
September 22, 2016

Page 2 of 2

It is my understanding that the 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 Loan Documents change in any material way prior to closing or are inconsistent with
assumptions made herein. Further, this opinion is limited to the Loan Documents listed above
and does not include or extend to any other agreements.

I anticipate that this letter will be posted on the NIGC’s website. Prior to posting, the
NIGC will notify you and provide you with an opportunity to identify and request that
information subject to the exemptions under the Freedom of Information Act 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 Staff Attorney Austin Badger at (202) 632-
7003.

Sincerely, i.
Michael Hoenig
General Counsel

cc: Audrey Dixon, Eastern Shawnee Tribe of Oklahoma

(via email: adixon@estoo.net)

Erik Detlefsen, Dorsey & Whitney LLP
(via email: detlefsen.erik@dorsey.com)