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September 24, 2012
Via U.S. Mail & email

James Diracles

Best & Flanagan LLP
225 South Sixth Street
Suite 4000

Minneapolis, MN 55402

Re: Review of financing documents for Forest County Potawatomi
Community, Wisconsin

Dear Mr. Diracles:

This letter responds to your August 7, 2012 request on behalf of the Forest
County Potawatomi Community, Wisconsin (Tribe), for the National Indian Gaming
Commission’s Office of General Counsel to review the Tribe's financing documents
vi | i iii i _ __ Specifically, you have asked for my
opinion whether the documents are management contracts requiring the NIGC
Chairwoman’s approval under the Indian Gaming Regulatory Act. You also asked for
my opinion 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
Financing Documents”) all of which are unexecuted, but were represented to be in
substantially final form:

(1) Amended and Restated Loan Agreement, Document no. OHSUSA: 750859435.8
(September 20, 2012);

(2) Exhibit A to Amended and Restated Loan Agreement, Document no. OHSUSA:
750859435.3 (September 20, 2012);

(3) Exhibits B-I to Amended and Restated Loan Agreement, Document no.
OHSUSA: 750973562.6 (September 20, 2012);

(4) Schedule 5.3, Document no. OHSUSA: 750978173.2 (August 3, 2012);

A  -0: 2. 9b 2204 September 20,2012)

NATIONAL HEADQUARTERS 144 NW, Suite 9100, Washington, D 0 02.63: 3 Fax: 202.632.7066 WWW.NIGC.cov

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


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September 20, 2012);

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September 20, 2012);
Unjust Enrichment and Sovereign Immunity Agreement; Document no.
OHSUSA: 750978443.5 (September 21, 2012).

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The Financing Documents submitted by the Tribe contain terms similar to other
agreements the Office of General Counsel has already reviewed and analyzed. See
www.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 Chairwoman. It is also my opinion that
they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the drafts are represented to be in substantially final
form, and if the Financing 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 Financing Documents listed above. This opinion does not
include or extend to any other agreements not submitted for review.

I anticipate that this letter will be the subject of Freedom of Information Act
(FOIA) requests. Since we believe that some of the information in this letter may fall
within FOIA exemption 4 (25 U.S.C. § 552(b)(4)), which applies to commercial or
financial information that is privileged or confidential, the release of which could cause
substantial harm, I ask that you provide me with your views regarding release within

ten days.

lam also sending a copy of the submitted Financing Documents to the
Department of the Interior Office of Indian Gaming for review under 25 U.S.C.
§ 81. If you have any questions, please contact NIGC Staff Attorney Jennifer Ward at
(202) 632-7008.

Sincerely,

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Jo-Ann Shyloski

Acting General Counsel

ous Ms. Paula Hart, Director, Office of Indian Gaming (via US Mail w/ incoming)
Mr. Ramon Galvan, Orrick, Herrington, Sutcliffe (vi ia email)
Mr. Leonard Fineday, Best & Flanagan (via email)