g\ONAL 'No,

= Y
* *
S é
My eo
S comn

December 3, 2015

Via email: vdevol@devollaw.com
and First Class Mail

Valerie R. Devol, Esq.
Devol & Associates

2529 S. Kelly Ave., Suite A
Edmond, Oklahoma 73013

Re: _ Review of the 2015 Loan Documents for the Fort Sill Apache Tribe of Oklahoma

Dear Ms. Devol:

This letter responds to your October 30, 2015 request, on behalf of the Fort Sill Apache Tribe
of Oklahoma, for the National Indian Gaming Commission, Office of the General Counsel, to review
certain financing documents and to provide an opinion as to whether the submitted financing
documents are management contracts requiring the NIGC Chairman’s approval pursuant to the
Indian Gaming Regulatory Act of 1988. The Tribe also requested OGC’s opinion as to whether the
financing documents 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 2015 Loan
Documents”):

e Business Loan Agreement Fort Sill Apache Tribe Economic Development Authority (marked
at bottom left as “SMRH:206880135.6” and at top right as “SMRH Draft 10/30/15”);

e Exhibit A — Borrowing Request (marked at bottom left as “SMRH:2242601 19.3” and at
top right as “SMRH Draft 10-30-15”);

e Exhibit B — Form of Promissory Note (marked at bottom left as “SMRH:224260119.3”
and at top right as “SMRH Draft 10-30-15”);

e Exhibit D — Form of Certificate of Fort Sill Apache Tribe of Oklahoma Economic
Development Authority (marked at bottom left as “SMRH:2242601 19.3” and at top right
as “SMRH Draft 10-30-15”);

e Exhibit E— Form of Certificate of Fort Sill Apache Tribe of Oklahoma (marked at bottom
left as “SMRH:224260119.3” and at top right as “SMRH Draft 10-30-15”);

e Exhibit F - Compliance Certificate (marked at bottom left as “SMRH:224260119.3” and
at top right as “SMRH Draft 10-30-15”);

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop # 1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulse OK; Oklahoma City, OK
WWW.NIGC.GOV


Valerie R. Devol, Esq.
Re: Review of the 2015 Loan Documents for the Fort Sill Apache Tribe of Oklahoma

December 3, 2015
Page 2 of 2

e Exhibit G— Funded Debt Certificate (marked at bottom left as “SMRH:224260119.3”
and at top right as “SMRH Draft 10-30-15”);

© Tribal Agreement (marked at bottom left as “SMRH:224259587.4” and at top right as
“SMRH Draft 10-30-15”);

e Joinder Agreement (marked at bottom left as “SMRH:224312538.4” and at top right as
“SMRH Draft 10/30/15”);

© Amendment to Intercreditor Agreement (marked at bottom left as “1 —Amendment to
Intercreditor Agreement” and at top right as “Draft Dated: 10/30/15”);

e Amendment to Control Agreement Regarding Deposit Accounts (marked at bottom left as “1 -
Amendment to Control Agreement Regarding Deposit Accounts” and at top right as “Draft
Dated: 10/30/15”); and

¢ Direct Debit Agreement (ACH) (marked at bottom left as “4824-8029-8281\1” and at top left
as “SMRH Draft 10-30-15”).

The 2015 Loan Documents contain terms similar to other agreements that OGC has
previously reviewed and analyzed. Some of these opinion letters may be found on the NIGC website.
Applying the same analysis here, it is my opinion that, collectively, the 2015 Loan Documents are
not management contracts and do not require the approval of the NIGC Chairman. It is also my
opinion that they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the 2015 Loan Documents are represented to be in substantially
final form, and any further changes will not be material to OGC’s analysis. This opinion shall not
apply if the 2015 Loan Documents: (i) change in any material way prior to closing; (ii) are not
executed; or (iii) are inconsistent with assumptions made herein. Further, this opinion is limited to
the aforementioned 2015 Loan Documents and does not include or extend to any other agreements
not submitted for review.

l anticipate that this letter will be posted on the NIGC’s website. Prior to posting, the NIGC
FOIA Officer will notify you and provide you with an opportunity to identify and request that
information subject to the exemptions under the Freedom of Information Act be redacted or withheld.

A list of the FOIA exemptions may be found at 5 U.S.C. § 552(b).

If you have any questions, please contact Armando Acosta, Senior Attorney, at (202) 632-

ie a

Michael Hoenig
General Counsel

7003.