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March 17, 2017
Via U.S. mail and email

James R. Bittorf’

Deputy Chief Counsel, Oneida Nation
N7210 Seminary Road, P.O. Box 109
Oneida, WI 54155
jbittorf@oneidanation.org

Re: Review of Financing Documents for Oneida Nation (formerly known as the
Oneida Tribe of Indians of Wisconsin)

Dear Mr. Bittorf:

This letter responds to your February 23, 2017 request for the National Indian Gaming
Commission’s Office of General Counsel to review loan agreements between Oneida Nation and
Bank of America. Specifically, you have asked for my opinion whether the documents are
management contracts requiring the NIGC Chair’s approval under the Indian Gaming Regulatory
Act. You also asked for my opinion whether the loan documents violate IGRA’s requirement
that the Tribe have the sole proprietary interest in its gaming activity.

In my review, I considered the following submissions (collectively, “the Loan
Documents”) all of which are unexecuted, but were represented to be in substantially final form:

o Second Amendment to Amended and Restated Credit Agreement, D&W Draft
2/22/17, 4818-3857-5935/2; and
o Amended and Restated Revolving Credit Note (no other identifiers)

The Loan Documents submitted by the Nation contain terms similar to other agreements
the Office of General Counsel has already 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 the
Loan Documents are not management contracts and do not require the approval of the NIGC
Chair. It is also my opinion that they do not violate IGRA’s sole proprietary interest
requirement.

It is my understanding that the drafts are represented to be in substantially final form, and
if the Loan Documents change in any material way prior to closing 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
not submitted for review.

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop # 1621 Washington, OC 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



James Bittorf, Deputy Chief Counsel

Re: Review of Financing Documents for Oneida Nation
March 17, 2017

Page 2 of 2

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.' 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),” please be advised that the information was voluntarily submitted and,
as such, that any withholding should be analyzed in accordance with the standard set forth in
Critical Mass Energy Project v. NRC? Any claim of confidentiality should also be supported
with “a statement or certification by an officer or authorized representative of the submitter.”
Please submit any written objection to FOLASubmitterReply@nigce.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.’ 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 https://www justice.gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact NIGC Staff Attorney Steve Iverson at (202)
632-7003 or by email at steven_iverson@nigce.gov.

Sincerely, Ls
Michael Hoenig
General Counsel

cc: Jo Anne House, Oneida Nation Chief Counsel (via email: jhouse1 @oneidanation.org)
Michael Pignato, Dorsey & Witney (via email: pignato.michael@dorsey.com)

"25 C.F.R. § 517.7(c).

25 U.S.C. § 552(b)(4).

3975 F.2d 871 (D.C. Cir. 1992).
425 CER. § 517(c).

° Id.