July 20, 2018

Via First Class Mail

Miko E. Hernandez

Attorney for Shakopee Mdewakanton Sioux Community
Faegre Baker Daniels LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, MN 55402-3901
Miko.Hernandez@FaegreBD.com

On Behalf of the Parties

Re: Review of loan documents for the Leech Lake Band of Ojibwe

Dear Ms. Hernandez:

This letter responds to your June 8, 2018, request for the National Indian Gaming
Commission’s Office of General Counsel to review loan agreements between the Leech
Lake Band of Ojibwe (Borrower) and Shakopee Mdewakanton Sioux Community.
Specifically, you have asked for my opinion on 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 Band have the sole proprietary interest in its gaming activity.

In my review, I considered the following submissions, unexecuted but in
substantially final form, (collectively, “the Loan Documents”).

Loan Agreement, US.118021537.07, NIGC Draft 7/10/18

Security Agreement, US.118022903.03, NIGC Draft 6/04/18

Control Agreement (Western Bank), US.118021922.03, NIGC Draft 6/04/18
Control Agreement (Northview), US.118022080.03, NIGC Draft 6/04/18
Control Agreement (Bank Forward), US.118021724.03, NIGC Draft 6/04/18
Springing Depository Agreement, NIGC Draft 7/10/18

StS eat

The Loan Documents contain terms similar to other agreements the Office of the
General Counsel has already reviewed and analyzed, which are available 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 the Loan Documents do not violate IGRA’s sole proprietary interest
requirement.

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR

REGIONAL OFFICES — Portland, C


Letter to Miko E. Hernandez, Attorney for Shakopee Mdewakanton Sioux Community
Re: Leech Lake Band of Ojibwe Loan Documents

July 20, 2018

Page 2 of 2

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.

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. NRCS 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 FO[ASubmitterReply@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 Tana Fitzpatrick at
(202) 632-1009 or by email at tana_fitzpatrick@nige.gov.

Sincerely,

MedneQ Ket

Michael Hoenig
General Counsel

ce: Grace Elliott (Grace.Elliott@llojibwe.org), Tribal Attorney for the Band

' 25 C.F.R. § 517.7(¢).

75 U.S.C. § 552(b)(4).

3975 F.2d 871 (D.C. Cir. 1992).
“25 CER. § 517().

° Id.