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August 18, 2016
Via U.S. Mail

Ms. Phyllis J. Anderson, Tribal Chief
Mississippi Band of Choctaw Indians
101 Industrial Road
Choctaw, MS 39350

Re: Review of financing agreements on behalf of the Mississippi Band of
Choctaw Indians

Dear Chief Anderson:

This letter responds to the request on behalf of the Mississippi Band of Choctaw
Indians for the National Indian Gaming Commission’s Office of General Counsel to
review several financing agreements. Specifically, you have asked for an opinion on
whether the agreements are management contracts requiring the NIGC Chair’s approval
under the Indian Gaming Regulatory Act. You also asked for an opinion whether the
agreements violate IGRA’s requirement that a tribe have the sole proprietary interest in
its gaming operation.

In my review, I considered the following documents (collectively “the Financing
Agreements”) submitted as attachments to e-mails sent on behalf of the Tribe:

e Amended and Restated Credit Agreement, marked as 40132 v6
071516

Exhibit A Assignment and Assumption, marked as 40132 v1
Compliance Certificate, marked as W & E Draft 7/11/16
Form of Note —Term Facility, marked as 40132v3

Form of Note — Revolving Facility Note, marked as 40132v3
Security Agreement, marked as 38077v6

Deposit Account Agreement, marked as 38077v5

Springing Depository Agreement, marked as 38077v5
Request for Interest Period, marked as 7/17/16

Advance Request Form, marked as Exhibit L v1

The Financing Agreements contain terms similar to other agreements the Office
of General Counsel has already reviewed and analyzed. See www.nige.gov. Applying the
same analysis here, it is my opinion that collectively the Financing Agreements are not

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

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WWW.NIGC.GOV


Chief Anderson

Re: Review of financing agreements on behalf of the Mississippi Choctaw Band of
Indians

August 18, 2016

Page 2 of 2

management contracts and do not require the approval of the Chair. It is also my opinion
that they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the Financing Agreements are represented to be in
substantially final form with respect to terms affecting this opinion, and if such terms
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
Agreements listed above. This opinion does not include or extend to any other
agreements or documents not submitted for review.

I anticipate that this letter will 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 25 U.S.C. § 552(b).

If you have any questions, please contact NIGC Staff Attorney Heather McMillan

Nakai at (202) 632-7003.
Sincerely, |

Michael Hoenig
General Counsel

ce: Gina Jacobs
Jones Walker
(via email gjacobs@joneswalker.com)