Chairman Butler and Mr. Gips

Re: Review of financing agreements for the Mashantucket Pequot Tribal Nation
April 16, 2013

Page 4 0f4

On November 19, 2012, t previously opined that the proposed economic terms for
the restructuring of the Tribe’s debt did not violate [GRA’s sole proprietary interest
requirement. Since the Financing Agreements incorporate those same economic terns, it
is also my opinion that they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the Financing Agrecments are reptesented to be in
substantially final form with respect to terms affecting thts opinion, and if such terms
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 Financing
Agreements 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 he posted to the NIGC’s website. Prior to posting,
NIGC will notify you and give you an opportunity to identify and request that
mformation subject to the exeinptions undcr FOSA 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 Melissa
Schlichting at (202) 632-7003.

Sincerely.
¢ -
27

Eric Shepard
Acting Gencral Counsel


April 16, 2013

Via U.S. Mail and E-mail

Rodney A. Butler, Chairman
Mashantucket Pequot Tribal Nation
P.O. Box 3060

Mashantucket, CT 06338

Robert L. Gips

Drummond Woodsum

84 Marginal Way, Suite 600
Portland, ME: 0410[-2480
E-mail: RGips@dwmlaw.com

Re: — Review of financing agreements for the Mashantucket Pequot Tribal Nation
Dear Chairman Butler and Mr. Gips:

This letter responds to the Mashantucket Pequot Tnbal Nation's (Tribe) request
for the National Indian Gaming Commission's Office of General Counsel (OGC) to
review scveral financing agreements and documents concerning the Tribe's and its
wholly-owned instrumentality, the Mashantucket Pequot Gaming Enlterprise’s (MPGE’s),
restructuring of debt to various lenders. Specifically, you have asked for my opinion
regarding whether the submitted agreements and documents constitute a management
contract requiring the NIGC Chairwoman’s approval under the Indian Gaming
Regulatory Act (IGRA). You also asked for my opinton whether the submitted
agreements and documents violate IGRA’s requirement that a tribe have the sole
proprietary interest in its gaming operation.

In my review, | considered the following documents (collectively “the Financing
ements”) submitted as attachments lo the letter sent via e-mail by Mr. Gips on
March 12, 2013, on behalf of the Tribe:

I, Loan Agreement, marked as “LAUNCH VERSION” and also marked in the right-
hand footer as “02/08/13 12:42 PM”, by and among the Tribe, as the Borrewer,
and the related subsidiaries from time to lime party thereto; Bank of Amenca,
N.A.. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other
lender parties thereto: and Merrill Lynch, Pierce. Fenner & Smith Incorporated
und Wells Fargo Securities, LLC as Joint Lead Arrangers and Joint Book
Managers (“l.oan Agreement”)

NATIONAL HEADQUARTERS 1441 L St. NW, Suite 9100, Washington, DC 20005 Tel: 202.632 7003 Fax. 2U2.632.7066 www.micc.cov

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ, St Paul, MN; Tulsa, OK


Chairman Buiter and Mr, Gips

Re: Review of financing agreements for the Mashantucket Pequot Tribal Nation
April 16, 2013

Page 2 of 4

i)

(vs)

Collateral Trust. Security, Interereditor and Subordination Agreement, marked as
“LAUNCU VERSION” and also marked in the right-hand footer as “U2/08/13
12:46 PM”, by and among Wells Fargo Bank, N.A., as Collateral Trustee, Bank
of America, N.A. as Bank Representative, U.S Bank, National Association as
SRO Representative, UMB Bank, N.A. as SSRO Represeniative, Wilmington
Trust, National Association as Notes Representative, the Tribe, as Borrower, and
each related subsidiary of the Borrower party thercto from time to time, as Loan
Parties (the “Collateral Trust Agreement”)

SSRO Indenture, marked as “LAUNCH VERSION” and also marked in the left-
hand fuoter as “US_ACTIVE:\44079748\2 763 925.003", by and between the
Tribe. and UMB Bank, N.A., as Trustee, for approximate! yf | in
SSRO Notes (“SSRO Indenture”).

SRO Indenture, marked as “LAUNCH VERSION” and afso marked in the Ieft-
hand footer as “US _ACTIVE:\44 [744 18\15'61 00 y and between the
Tribe, and U.S. Bank Nationa! Association, as Trustee, for approaiinately

in SRO Notes (“SRO Indenture”)

Notes Indenture, marked as “LAUNCH VERSION” and also marked in the left-

hand footer as “US ACTIVE: 44171174\15\61925.003°. by and between the

Tribe, and Wilmington Trust, National Association, as Trustee, for approximately
in Notes (“Notes Indenture’).

Deposit Account Control Agreement, marked in the left-hand footer as (NY)
02826/164/CA/RESTRUCTURED.CREDIT.AGREEMENT/DACA/DACA docx,
by and among the Tribe, Wells Fargo Bank, N.A., as Collateral Trustec. and Bank
of America, N.A.. as depositary bank (“BofA DACA”).

Account Control Agreement (Bank Debt Service Account), marked in the lefl-
hand footer as OHUSA:753027530.8 (“Bank Debt Service Account ACA”)
entered into by and between the Tribe, es Borrower, Wells Fargo Bank, N.A.. as
Collateral ‘Trustee and Wells Fargo Bank, N.A., as depository

Account Contcol Agreement (Collection Account), marked in the lefi-hand footer
as OHUSA:752937954.11 (“Collection Aecount ACA”), entered into by and
between the Tribe. as Borrower, Wells Fargo Bank, N.A., as Collateral Trustee
and Wells Fargo Bank, N.A., as depository.

Account Control Agreement (SSRO Sinking Fund), marked tthe fefi-hand footer
as both OHUSA:75293794.10 and US_ACTIVE:\44211262\4'61 925.0003,



Chairman Butler and Mr. Gips

Re: Review of financing agreements for the Mashantucket Pequot Tribal Nation
April 16, 2013

Page 3 of 4

14.

15,

16.

entered into by and beiween the Tribe, as Borrower, MB Bank, N.A., as SSRO
Trustce, and UMB Bank, N.A. as depository (the “UMB DAC A”).

Offer to Exchange, marked in the left-hand footer as
“US ACTIVE:\4391 1672\50%6 1925.003", transmitted by the Tribe, to the holders
of and with regard to the outstanding notes listed thercin (“Offer ta Exchange”).

Settlement Agreement, marked as “LAUNCH VERSION” and also marked in the
left-hand footer as “US _ACTIVE:\44 1647 15\13\61925.003", by and between the
‘Tribe, and various Administratrve Agents and Trustees for and as representatives
of the Creditor parties (“Settlement Agreement”).

Open-End Mortgage Deed and Fixtures Filing regarding Lakes of Isles, marked as
(Lake of Isles) R&C DRAFT 02/14/13 (the “Lake of Isle Mortgage”).

Open-End Mortgage Deed and Fixture Filing regarding Two Trees, marked as
(Two Trees Inn), R&C DRAFT 02/14/13 (the “Two Trees Mortgage”).

Letter of Transmittal and Consent for Offer to Exchange, marked in the left-hand
footer as “US_ACTIVE:\44190027:\8\61925.003”.

Sixth Supplemental Indenture | for the SRO Notes], ntarked in the lefi-hand footer
as “US_ACTIVE\44174506\9\6 1925.003”

Filth Supplemental Indenture (for the SSRO Notes], marked in the left-hand
footer as “US_ACTIVE:\44178151\4\61925.003".

First Supplemental Indenture [for the 8.5'% Notes], marked in the Iefi-tand footer
as “US _ACTIVE:\44 1 74845\11\01925.0037,

Insurer SRO Notes Escrow Agreement, marked in the teft-hand footer as
“US ACTIVE441 8321 3\6\61925.0003.”

Insurer Information and Expense Reimbursement Agreement, marked in the left-
hand footer as “US _ACTIVE\441 8351941 £\61925.0003.~

The Financing Agreements contain terms similar to other agreements the Office

of General Counsel has already reviewed and analyzed. See
www.nige.gov/Reading Room/Management Review_Letters.aspx. Applying the same

analysis here, tt is my opinion that collectively the Financing :

greemenls are not

management contracts and do not require the approval of the Chatewoman.