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December 21, 2017
Via First Class Mail

John R. Shotton

Tribal Chairman and President of OMDA
Otoe-Missouria Tribe of Indians

923 North Robinson, Suite 500
Oklahoma City, Oklahoma 73112

Re: _ Review of loan documents for the Otoe-Missouria Tribe of Indians

Dear Chairman Shotton:

This letter responds to your November 1, 2017 request for the National Indian
Gaming Commission’s (NIGC) Office of General Counsel to review loan agreements
between the Otoe-Missouria Development Authority (Borrower) and the Bank of
Oklahoma, N.A. (Administrative Agent). Specifically, you have asked for my opinion on
whether the documents are management contracts requiring the NIGC Chair’s approval
under the Indian Gaming Regulatory Act. You also asked for my opinion whether the
loan documents violate IGRA’s requirement that the Tribe have the sole proprietary
interest in its gaming activity.

In my review, I considered the following submissions (collectively, “the Loan
Documents”) all of which are unexecuted, but were represented to be in substantially
final form:

e Loan Agreement among Otoe-Missouria Development Authority, the Lenders
Hereto, and BOFK, NA dba Bank of Oklahoma, as Administrative Agent, C&W
DRAFT12-7-2017, 6071385.7;

e Exhibits to Loan Agreement:

o Exhibit A - Form of Term Note;

Exhibit B - Form of Revolving Note;

Exhibit C - Form of Water Treatment Advancing Term Note;

Exhibit D - Form of Water Park Advancing Term Note;

Exhibit F - Form of Security Agreement;

Exhibit G - Form of Non-Interference Agreement;

e Fee Letter dated October 5, 2017.

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

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


Letter to Chairman Shotton
Re: Otoe-Missouria Tribe of Indians Loan Documents
Page 2 of 2

The Loan Documents contain terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed, which are available on the NIGC’s
website. Applying the same analysis here, it is my opinion that the Loan Documents are
not management contracts and do not require the approval of the NIGC Chair. It is also
my opinion that the Loan Documents 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 Loan 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 Loan Documents listed above. This opinion does not include or
extend to any other agreements not submitted for review.

Please note that it is my intent that this letter be released to the public through the
NIGC’s website. If you have any objection to this disclosure, please provide a written
statement explaining the grounds for the objection and highlighting the information that
you believe should be withheld.’ If you object on the grounds that the information
qualifies as confidential commercial information subject to withholding under Exemption
Four of the Freedom of Information Act (FOIA),” please be advised that the information
was voluntarily submitted and, as such, that any withholding should be analyzed in
accordance with the standard set forth in Critical Mass Energy Project v. NRC? Any
claim of confidentiality should also be supported with “a statement or certification by an
officer or authorized representative of the submitter.”* Please submit any written
objection to FO[ASubmitterReply@nigce.gov within thirty (30) days of the date of this
letter. After this time elapses, the letter will be made public and objections will no longer
be considered. 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 https://www.justice.gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact NIGC Staff Attorney Tana Fitzpatrick at
(202) 632-1009 or by email at tana_fitzpatrick@nige.gov.

Michael Hoenig
General Counsel

ce: Rebecca Bartlett (rebecca. bartlett@omdevelopment.org)

Stuart D. Campbell (scampbell@dsda.com)

'25 CER. § 517.7(c).

> 5 U.S.C. § 552(b)(4).

° 975 F.2d 871 (D.C. Cir. 1992).
425 CER. § 517(c).

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