May 17, 2013 

Mark F. Vilar 

Vilar & Eliot 

3709 Masonic Drive 

P.O. Box 12730 

Alexandria, Louisiana 71315-2 73 0 

Re: Review of Loan Documents for the Coushatta Tribe of Louisiana 

Dear Mr. Vilar: 

This letter responds to the request on behalf of the Coushatta Tribe of Louisiana 

(Tribe) for the National Indian Gaming Commission's Office of General Counsel to 

review several agreements related to the refinancing of the Tribe's existing d~bt. The 

Tribe has asked for an opinion on whether these agreements are management contracts 

requiring the NJGC Chairwoman's approval under the Indian Gaming Regulatory Act 

(1GRA). The Tribe also asked for an opinion on whether the agreements violate lGRA's 

requirement that the Tribe have the sole proprietary interest in its gaming operation. 

In my review, I considered the following submissions (collectively, "the Loan 

Documents"). either executed or drafts represented to be in substantially final fonn: 

• Loan Agreement marked on bottom left as "OHSUSA:752954238.7" 

(Loan Agreement); 

o Exhibit A - Compliance Certificate marked in the bottom left as "OHS 

WEST:26 l 035185.2; '' 

o Exhibit B - Second Restated and Amended Note; 

• Amended And Restated Security Agreement marked on the bottom left as 

"OHSUSA: 752999234.2" (Security Agrcem~nt); 

• Second and Restated Restricted Account and Securities Account Control 

Agreement 

• Unjust Enrichment and Sovereign Immunity Agreement; 

• Amended and Restatl.!d Account Control Agreement marked "OHS West 

261039875.2''~ 

• Compliance Certificate marked on the bottom left as 

.. OHSUSA:7529795 l 9.2" 

• Tax Certificate marked on the top right as ·'KUT AK ROCK LLP DRAFT 

0311911 J" and the bottom left as "4836-5422~5938.3.'' 

The Loan Documents contain terms similar to other agreements the Office of 

General Counsel has already reviewed and analyzed. See http://www.nigc.gov/Reading 

t • 'O~ , ~ /'J(.H 
Mr. Vilar 

May 17, 2013 

Page 2 of2 

_ Room/Management. __ Revi ew_ Letters_ Declination_ Letters. aspx. A pp lying the same 

analysis here, it is my opinion that the Loan Documents are not management contracts 

and do not require the approval of the Chairwoman. It is also my opinion that they do not 

violate lGRA's so.le proprietary interest requirement. 

Jt is my understanding that the Loan Documents are represented to be in 

substantially final fonn with respect to terms affecting this opinion. If such tenns change 

in any material way or are inconsistent with ac;sumptions made herein. this opinion shall 

not apply. Further, this opinion is limited to the Loan Documents listed above. This 

opinion does not include or extend to any other agreements or documents not submitted 

for review. 

I anticipate that this letter wil1 be posted to the NIGC's website. Prior to posting, 

NIGC 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 5 U.S.C. § 552(b). 

If you have any questions, please contact NlGC Staff Attorney Alison Grigonis at 

(202) 632-7003. 

Sincerely, 2 ~(::___,,-_) __ 

Eric Shepard 

Associate General Counsel 

Cc: Kevin Sickey 

Chairman 

Coushatta Tribe of Louisiana 

Administrative Building 

I 940 C. C. Bel Road 

Elton, Louisiana 70532 

Melissa Robertson 

Sovereign Finance 

4505 East Chandler Blvd .. Suite 100 

Phoenix, AZ 85048 

David Lin 

Orrick. Herrington & Sutcliffe T.L.P 

The Orrick Building 

405 Howard Street 

San Francisco, CA 94 I 05 -2669