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July 30, 2018
Via First Class Mail and Email

Seth Pearman

Tribal Attorney

Flandreau Santee Sioux Tribe
P.O. Box 283

Flandreau, SD 57028
seth.pearman@fsst.org

Re: Review of Loan Documents for Flandreau Santee Sioux Tribe

Dear Mr. Pearman:

This letter responds to your June 7, 2018 request for the National Indian Gaming
Commission’s Office of General Counsel to review loan documents between the Flandreau
Santee Sioux Tribe (Borrower), BOKF, N.A. (Trustee) and D.A. Davidson Company (Placement
Agent). Specifically, you have asked for my opinion 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:

Indenture (“4812-0533-1811.4” in bottom left corner);

Security Agreement (“4816-9624-0231.2” in bottom left corner); and

Blocked Account Control Agreement (“4827-1932-2983.2” in bottom left corner);
Assignment of Architect’s Contract and Plans and Specifications (“4850-9053-8346.2” in
bottom left corner);and

Assignment of Construction Manager Contract (“4840-4838-4618.2” in bottom left
corner)

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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 they do
not violate IGRA’s sole proprietary interest requirement.

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; Tulsa OK; Oklahoma City, OK
WWW.NIGC.GoV.


Letter to Mr. Pearman
Review of Loan Documents for Flandreau Santee Sioux Tribe
Page 2 of 2

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 FOIASubmitterReply@nigc.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 Steve Iverson at (202)

632-7003 or by email at steven_iverson@nigc.gov.

Sincerely,

Michael Hoenig
General Counsel

"25 C.R.R. § 517.7(c).

25 U.S.C. § 552(b)(4).

9975 F.2d 871 (D.C. Cir. 1992).
“25 C.F.R. § 517(c).

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