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May 31, 2019

William R. Norman

Hobbs, Straus, Dean & Walker, LLP
101 Park Avenue, Suite 700
Oklahoma City, OK 73102

Re: Review of the Loan Documents for the Wichita and Affiliated Tribes

Dear Mr. Norman:

This letter responds to your April 22, 2019 request on behalf of the Wichita and
Affiliated Tribes for the Office of the General Counsel, National Indian Gaming Commission, to
review certain loan documents. The request asks for my opinion as to whether the submitted loan
documents are management contracts requiring the NIGC Chairman’s approval pursuant to the
Indian Gaming Regulatory Act. The request also asks for my opinion as to whether the loan
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 each marked “NIGC Draft
4/27/18” (collectively, “the Loan Documents”):

¢ Loan Agreement ($2 Million), Pledged Account Pledge and Collateral Maintenance
Agreement, and Promissory Note; and
e Loan Agreement ($7 Million), Security Agreement, and Promissory Note.

The 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.
Applying the same analysis here, it is my opinion that, collectively, the 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 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 Loan Documents change in any material way prior to closing or are inconsistent with
assumptions made herein. Further, this opinion is limited to the Loan Documents listed above
and does not include or extend to any other agreements.

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


William R. Norman

Re: Review of the Loan Documents for the Wichita and Affiliated Tribes
May 31, 2019

Page 2 of 2

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 http://www.justice.gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact Staff Attorney Austin Badger at (202) 632-
7003.

Sincerely,

Meh. be

Michael Hoenig
General Counsel

125 CFR. 517.10).

25 US.C. § 552(b)(4).

3975 F.2d 871 (D.C. Cir. 1992).
425 CER. § 517.100).

5 Id.