September 19, 20 L 4 

Kent E. Richey 

Faegre Baker Daniels LLP 

2200 Wells Fargo Cent~r 

90 South Seventh Street 

Minneapolis, MN 55402 

Re: Review of documents for Seneca Nation financing 

Dear Mr. Richey: 

This letter responds to your request on behalf of Key Bank National Association 

(Key Bank) for the National Indian Gaming Commission's Office of Gen~ral Counsel to 

review the draft financing documents specified below (collectively the Financing 

Documents). SpecificalJy, you have asked for an advisory opinion whether the Financing 

Documents are management contracts requiring the Acting Chairman's approval pursuant 

to the Indian Gaming Regulatory Act, and whether the Financing Documents grant to any 

person a proprietary interest in any gaming operation or activities of the Seneca Gaming 

Corporation (SGC). its subsidiaries or the Seneca Nation. Based on our review, it is my 

opinion that the Financing Documents are not management contracts and do not require 

the approval of the Acting Chairman. It is also my opinion that the documents do not 

gram a proprietary interest in the Seneca Nation's gaming operations or activities. 

We received the following submissions, all undated and unexecuted drafts, which 

were represented to be in substantially final form: 

• A Credit Agreement among SGC, as borrower, KeyBank and the Lenders 

(NIGC SUBMTSSION DRAFT 7/1712014); 

• Exhibit A to the Credit Agreement, form of Committed Loan Notice {NIGC 

SUBMISSION DRAFT 7117/14; 

• Exhibit B to the Credit Agreement, a form of Swing Line Notice (NIGC 

SUBMISSION DRAFT 7/l711 20 IO; 

• Exhibit C-1 to the Credit Agreement, a fonn of Term Note that may be issued by 

SOC in favor of each Lender (NIGC SUBMISSION DRAFT 7/17114; 

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Kent Richey 

Re: Review of documents for Seneca Gaming Corp financing 

September 19, 2014 

Page 2of3 

• Exhibit C-2 to the Credit Agreement, a form of Revolving Credit Note that may 

be issued by SGC in favor of each Lender (NIGC SUBMISSION DRAFT 

7/17/14)~ 

• Exhibit D to the Credit Agreement, a fonn of Compliance Certificate (NIGC 

SUBMISSION DRAFT 7/17114; 

• Exhibit E to the Credit Agreement, a form of Assignment and Assumption 

(NIGC SUBMISSION DR.L\..FT 7/17/14; 

• A Guaranty from SGC and its foregoing subsidiaries, in favor of KeyBank, as 

administrative agent (NIGC SUBMISSION DRAFT 7/17/14; 

• A Security Agreement among SGC, its foregoing subsidiaries and KeyBank, as 

collateral agent (NIGC SUBMISSION DRAFT 7/17/14; 

• Exhibit H to the Credit Agreement, a form of Administrative Questionnaire 

(NIGC SUBMISSION DRAFT 7/17114; 

• A Deposit Account Control Agreement among KeyBank, as a depository bank, 

SGC and KeyBank, as collateral agent (NIGC SUBMISSION DRAFT 7118/14); 

• A Deposit Account Control Agreement among Key Bank, as a depository bank, 

Seneca Niagra Falls Gaming Corporation and Key Bank, as collateral agent 

(NIGC SUBMISSION DRAFT 7/18/14); 

• A Deposit Account Control Agreement among KeyBank, as a depository bank, 

Seneca Erie Gaming Corporation and Key Bank, as collateral agent (NIGC 

SUBMISSION DRAFT 7/18/14); 

• A Deposit Account Control Agreement among KeyBank, as a depository bank, 

Seneca Territory Gaming Corporation and KeyBank, as coilateral agent (NIGC 

SUBMISSION DRAFT 7/18/14); 

• A Deposit Account Control Agreement among KeyBank, as a depository bank, 

Lewiston Golf Course Corporation and KeyBank, as collateral agent (NIGC 

SUBMISSION DRAFT 7/18/14); 

• An Intellectual Property Security Agreement from SGC and its foregoing 

subsidiaries in favor of KeyBank, as collateral agent (NIGC SUBMISSION 

DRAFT 7117/14; and 

• A Nation Agreement between the Nation and KeyBank as administrative agent 

and SOC (NIGC SUBMISSION DRAFT 7/17/14. 

Collectively, the Financing Documents contain terms similar to other agreements 

the Office of General CoWlsel has already reviewed and analyzed. See 

wwv.·.nigc.gov/Reading_Room/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 Acting Chainnan. It is also my opinion 

that they do not violate IGRA's sole proprietary interest requirement. 

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

substantially final form, and if they change in any material way prior to closing or are 

inconsistent with assumptions made herein, this opinion shall not apply. Further. this 
Kent Richey 

Re: Review of documents for Seneca Gaming Corp financing 

September 19, 2014 

Page 3 of3 

opinion is limited to the Financing Documents collectively and does not include or 

extend to any other agreements not submitted for review. 

I anticipate tb.at this letter will be posted to the NIGC's website. Prior to posting, 

the NIGC FOIA Officer 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 25 U.S.C. § 552(b). 

If you have any questions, please contact NIGC Senior Attorney Maria Getoff at 

(202) 632-7003. 

Sincerely, 

CJ~· Eric Shepard 

General Counsel (Acting)