March 26, 2014 

James Williams, Chairman 

Lac Vieux Desert Band of Lake Superior Chippewa Indians 

P.O. Box 249 

Watersmeet, MI 49969 

Re: Review of financing documents for the Lac Vieux Dese1t Band of Lake Superior Chippewa 

Indians 

Dear Chairman Williams: 

This letter responds to the Lac Vieux Desert Band of Lake Superior Chippewa Indians' 

(Tribe) request fot'the National Indian Gaming Commission>s Office of General Counsel to review 

several agreements for the refinancing of existing debt related to the Tribe's gaming enterprise. The 

Tribe has asked for an opinion whether these agreements a.t'e management contracts requiling the NIGC 

Chair's approval under the Indian Gaming Regulatory Act (IGRA). The Tribe also has asked for an 

opinion whether the agreements 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 Financing Documents»), 

all unexecuted, but represented to be in substantially final form: 

• Loan Agreement Loan Agreement between Lac View Desert Band of Lake 

Superior Chippewa Indians Public Enterprise and Finance Commission, a public 

corporation and instnunentality of the Lac Vieux Desert Band of Lake Superior 

Chippewa Indians and Devon Bank, 2014-03-24 Version; 

• Promissory Note (submitted 212512014); 

• Security Agreement (submitted 212512014); . 

• Tribal Agreement(submitted 212512014); 

• Deposit Account Security, Pledge and Control Agreement between Lac View 

Desert Band of Lake Superior Chippewa Indians Public Enterprise and Finance 

Commission and Devon Bank, 2014-03-24 Version; and 

• Consent to Enter Trust Lands (submitted 212512014). 

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

General Counsel has afready reviewed and analyzed. See www.nigc.gov/Reading_Room/ 

NATIONAL HEAOQVARTERS 1441 L St. NW. Suite 9100, Washington, DC 20005 Tel: 202.632.7003 Fax 202.632.7066 WWW.NICC.COV 

REGIONAL OFFICES Portland, OR; Sacramento. CA; Phoenix, AZ; St. Paul, MN; Tulsa. 01( 
Chairman Williams 

March 26, 2014 

Page 2 of2 

Management_Review _Letters.aspx. Applying the same analysis here, it is my opinion that the 

Financing Documents are not management contracts and do not require the approval of the 

Chair. It is also my opinion that tl1ey do not violate IGRA's sole proprietary interest 

requirement. 

I note that the Financing Documents have been submitted as unexecuted drafts. Tot he 

extent terms affecting this opinion change in any material way or are inconsistent with 

assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the 

Financing Documents listed above and does not include or extend to any other agreements. 

I anticipate 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 infonnation subject to the 

exemptions under FOIA be redacted or withlield A list of the FOIA exemptions may be found at 

5 u.s .. c. § 552(b). 

If you have any questions, please contact NIGC Staff Attorney Heather Corson at (202) 

632~7003. 

Sincerely, ca_ 

Eric Shepard 

Acting General Counsel 

cc: Michael B. Kellis 

Rosette, LLP (via email: mkellis@rosettelaw.com) 

Karrie Wichtman 

Rosette, LLP (via email: kwichtinan@rosettelaw.com) 

Larry Blust 

Hughes, Socol, Piers, Resnick, Dym, Ltd. (via email: lblust@hsplegal.com)