Jeffrey A. Cormell, Esq.
Re: Review of the 2016 Loan Documents for The St. Croix Chippewa Indians of Wisconsin

November 7, 2016
Page 4 of 4

explaining the grounds for the objection and highlighting the information that you believe should
be withheld. 25 C.F.R. § 517.7(c). If you object on the grounds that the information qualifies as
confidential commercial information subject to withholding under Exemption 4 of the Freedom
of Information Act (FOIA), 5 U.S.C. § 552(b)(4), please be advised that the information was
voluntarily submitted and, as such, any request to withhold will be analyzed in accordance with
the standard set forth in Critical Mass Energy Project v. NRC, 975 F.2d 871 (D.C. Cir. 1992).
Any claim of confidentiality should also be supported with “a statement or certification by an
officer or authorized representative of the submitter.” 25 C.F.R. § 517.7(c). Please submit any
written objection to <FOIASubmitterReply@nigc.gov> within thirty (30) calendar days of the
date of this letter. After this time elapses, the letter will be made public and objections will no
longer be considered. Jd. If you need any additional guidance regarding potential grounds for
withholding, please see the United States Department of Justice’s Guide to the Freedom of
Information Act at <http://www justice.gov/oip/doj-guide-freedom-information-act-0>.

If you have any questions, please contact Armando Acosta, Senior Attorney, at (202)
632-7003.

Sincerely,
Michael Hoenig
General Counsel

cc: Ms. Little Fawn Boland (via email: littlefawn@ceibalegal.com)
Mr. Brent Horstman (via email: bhorstman@sheppardmullin.com)
Ms. Jennifer Miernicki (via email: Jennifer. Miernicki@FaegreBD.com)
Mr. Aaron Harkins (via email: Aaron. Harkins@FaegreBD.com)


November 7, 2016

Via email: jeffc@stcroixtribalcenter.com
And First Class Mail

Jeffrey A. Cormell, Esq.
General Counsel for the Tribe
24663 Angeline Avenue
Webster, Wisconsin 54893

Re: Review of the 2016 Loan Documents for The St. Croix Chippewa Indians of Wisconsin

Dear Mr. Cormell:

This letter responds to your October 27, 2016 request, on behalf of The St. Croix
Chippewa Indians of Wisconsin, for the National Indian Gaming Commission, Office of the
General Counsel, to review certain financing documents and to provide an opinion as to whether
or not the submitted financing documents are management contracts requiring the NIGC
Chairman’s approval pursuant to the Indian Gaming Regulatory Act of 1988, and whether or not
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 2016 Loan
Documents”):

© Credit and Guaranty Agreement (Non-Guaranteed Loan) Dated as of [ ], 2016 by and

among The St. Croix Chippewa Indians of Wisconsin, as the Borrower, the Guarantors From

Time to Time Party Hereto, CIT Bank, N.A., as Administrative Agent, and the Other Lenders

Party Hereto, Arranged By: CIT Bank, N.A., as Sole Lead Arranger and Book Runner

(marked at bottom left as “US.108761338.01” and at top right as “NIGC Submission Draft

(10-27-16)”);

e Exhibit A Form of Loan Notice (marked at bottom left as “US.108761451.01” and at top
right as “NIGC Submission Draft (10-27-16)”);

¢ Exhibit B Form of Revolving Note (marked at bottom left as “US.108761453.01” and at
top right as “NIGC Submission Draft (10-27-16)”);

¢ Exhibit C Form of Term A Note (marked at bottom left as “US.108761454.01” and at top
tight as “NIGC Submission Draft (10-27-16)”);

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Streel NW, Mail Stop # 1621 Washington, DC 20240 Tel: 202,632.7003 Fox: 202.632,7066

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

WWW.NIGe.cov


Jeffrey A. Cormell, Esq.
Re: Review of the 2016 Loan Documents for The St. Croix Chippewa Indians of Wisconsin

November 7, 2016
Page 2 of 4

e Exhibit D Form of Delayed Draw Term A Loan Note (marked at bottom left as
“US.108761461.01” and at top right as “NIGC Submission Draft (10-27-16)”);

© Exhibit E Form of Delayed Draw Term B Loan Note (marked at bottom left as
“US.108761465.01” and at top right as “NIGC Submission Draft (10-27-16)”);

© Exhibit F Form of Delayed Draw Term C Loan Note (marked at bottom left as
“US.108761467.01” and at top right as “NIGC Submission Draft (10-27-16)”);

e Exhibit G Form of Delayed Draw Term D Loan Note (marked at bottom left as
“US.108761468.01” and at top right as “NIGC Submission Draft (10-27-16)”);

e Exhibit H Form of Compliance Certificate (marked at bottom left as “US.108761412.01”
and at top right as “NIGC Submission Draft (10-27-16)”);

‘Exhibit J Form of In-Balance Certificate (marked at bottom left as “US.108761447.01”
and at top right as “NIGC Submission Draft (10-27-16)”);

© Credit and Guaranty Agreement (Guaranteed Loan) Dated as of [_], 2016 by and among
The St. Croix Chippewa Indians of Wisconsin, as the Borrower, the Guarantors From Time
.to Time Party Hereto, CIT Bank, N.A., as Administrative Agent, and the Other Lenders Party
Hereto, Arranged By: CIT Bank, N.A., as Sole Lead Arranger and Book Runner (marked at
bottom left as “US.108761346.01” and at top right as “NIGC Submission Draft (10-27-16)”);

e Exhibit A Form of Loan Notice (marked at bottom left as “US.108761370.01” and at top
right as “NIGC Submission Draft (10-27-16)”);

e Exhibit B Form of Note (marked at bottom left as “US.108761372.01” and at top right as
“NIGC Submission Draft (10-27-16)”);

e Exhibit C Form of Compliance Certificate (marked at bottom left as “US.108761373.01”
and at top right as “NIGC Submission Draft (10-27-16)”);

© Security Agreement (Non-BIA Guaranteed Loan) Dated as of [__], 2016 between The St.
Croix Chippewa Indians of Wisconsin, as Grantor, Fourwinds Market Realty, LLC, a limited
liability company organized under the St. Croix Limited Liability Company Code, as a
Grantor, Hertel Travel Plaza Realty, LLC, a limited liability company organized under the
St. Croix Limited Liability Company Code, as a Grantor, the other Grantors from time to
time party hereto, CIT Bank, N.A., as Collateral Agent and CIT Bank, N.A., as
Administrative Agent (marked at bottom left as “US.108761306.01” and at top right as
“NIGC Submission Draft (10-27-16)”);

© Security Agreement (BIA Guaranteed Loan) Dated as of [__], 2016 between The St. Croix
Chippewa Indians of Wisconsin, as Grantor, Fourwinds Market Realty, LLC, a limited
liability company organized under the St. Croix Limited Liability Company Code, asa _
Grantor, Hertel Travel Plaza Realty, LLC, a limited liability company organized under the
St. Croix Limited Liability Company Code, as a Grantor, the other Grantors from time to
time party hereto, CIT Bank, N.A., as Collateral Agent and CIT Bank, N.A., as


Jeffrey A. Cormell, Esq.
Re: Review of the 2016 Loan Documents for The St. Croix Chippewa Indians of Wisconsin

November 7, 2016
Page 3 of 4

Administrative Agent (marked at bottom left as “SMRH:479638122.3 US.108761304.01” and
at top right as “NIGC Submission Draft (10-27-16)”);

© Grant of Security Interest in United States Trademarks Dated: [ _], 2016 (marked at bottom
left as “US.108761502.01” and at top right as “NIGC Submission Draft (10-27-16)”);

© Grant of Security Interest in United States Trademarks Dated: [_], 2016 (marked at bottom
left as “US.108761503.01” and at top right as “NIGC Submission Draft (10-27-16)”);

e Landlord Personal Property Collateral Access Agreement (marked at bottom left as
“SMRH:479593553.3 US.108761301.01” and at top right as “NIGC Submission Draft (10-
27-16)");

© CIT Deposit Account Control Agreement, Security Interest in Controlled Account-Blocked
(Access Restricted from Origination Notice) (marked at bottom left as “US.108761312.01”
and at top right as “NIGC Submission Draft (10-27-16)”);

e CIT Deposit Account Control Agreement, Security Interest in Controlled Account-
Contingency (Access Restricted After Notice) (marked at bottom left as “US.108761317.01”
and at top right as “NIGC Submission Draft (10-27-16)”); and

e Intercreditor Agreement dated as of [ _], 2016 among CIT Bank, N.A., as Non-BIA
Guaranteed Administrative Agent, CIT Bank, N.A., as BIA Guaranteed Administrative Agent,
CIT Bank, N.A., as Collateral Agent, The St. Croix Chippewa Indians of Wisconsin, a
federally recognized Indian tribe, as Borrower, Fourwinds Market Realty, LLC, a limited
liability company organized under the St. Croix Limited Liability Company Code, as a
Grantor, Hertel Travel Plaza Realty, LLC, a limited liability company organized under the
St. Croix Limited Liability Company Code, as a Grantor, and the other Grantors from time
to time party hereto (marked at bottom left as “SMRH:479422514.7 US.108761300.01” and

at top right as “NIGC Submission Draft (10-27-16)”).

The 2016 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’s
website located at <www.nige.gov>. Applying the same analysis here, it is my opinion that,
collectively, the 2016 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 2016 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 2016 Loan Documents change in any material way prior to closing
or are inconsistent with assumptions made herein. Further, this opinion is limited to the
aforementioned 2016 Loan Documents and does not include or extend to any other agreements
not submitted for review. .

Please note that it is my intent that this Ictter be released to the public through the
NIGC’s website. If you have any objection to this disclosure, please provide a written statement