March 25, 2013 

Aaron J. Harkins 

Faegre Baker Daniels LLP 

2200 Wells Fargo Center 

90 South Seventh Street 

Minneapolis, MN 55402-390 l 

Re: Review of loan doctunents for the Nottawaseppi Band of Huron Potawatomi 

Dear Mr. Townsend: 

This letter responds to the request on behalf of the Nortawaseppi Band of Huron 

Potawatomi (Tribe) for the National Indian Gaming Commission's Office of General 

Counsel to review several agreements related to the refinancing of the Tribe's existing 

debt. The Tribe has asked for an opinion on whether these agreements are management 

contracts requiring the NIGC Chairwoman's approval under the Indian Gaming 

Regulatory Act (IGRA). The Tribe also asked for an opinion on whether the agreements 

violate lGRA 's requirement that the Tribe have the sole proprietary interest in its gaming 

operation. 

In my review, 1 considered the following submissions (collectively, ·'the Loan 

Documents"). either executed or drafts represented to be in substantially final form: 

. • Guaranty marked at the bottom left corner "dms.us.51285270.02" 

(Guaranty); 

• Joinder Agreement marked at the bottom left corner 

"dms.us.51285334.02" (Joinder Agreement); 

• Security Agreement Supplement marked at the bottom left comer 

'•dms. us.512853 96.02." (Security Agreement); 

• Deposit Control Agreement marked at the bottom left corner 

"dms.us.51360279.02" (Control Agreenient). I 

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

General Counsel has already reviewed and analyzed. See http://www.nigc.gov/Reading 

_Room/Management_Review_Letters_Declination __ Letters.aspx. Applying the same 

analysis here, it is my opinion that the Loan Documents are oot management contracts 

and do not require the approval of the Chairwoman. It is also my opinion that they do nol 

violate IGRA's sole proprietary interest requirement. 

NATI NA~ HEADQUARTERS 1441 l St NW. Suite 9·100. Washington, DC 20005 Tel: /.07..632.7003 fax 202.632 7066 WWW.NIGC.GOV 

REGIONAi. OFFICES Portland. OR; Sauamcnto, CA; Phoe nix. AZ: St Paul, MN; Tul5a, OK 
Mr. Hyatt 

March 25, 2013 

Page 2 of2 

It is my understanding that the Loan Documents are represented to be in 

substantia lly final form with respect to te rms affecting this opinion. If such terms change 

in any material way or are inconsistent with assumptions made herein, this opinion shall 

not apply. Further. this opinion is limited to the Loan Documents listed above. This 

opinion 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, 

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 5 U.S.C. § 552(b). 

If you have any questions, please contact NlGC Staff Attorney Alison Grigonis at 

(202) 632-7003. 

Sincerely, 

LQ_ 

Eric Shepard 

Acting General Counsel 

Cc: BilJ Brooks 

General Counsel 

Nottawaseppi Band of Huron Potawatomi 

2221 1-112 Mile Road 

Fulton, MI 49052-9602 

Sony Ben-Moshe 

Latham & Watkins LLP 

600 West Broadway, Suite 1800 

San Diego. CA 92101-3375