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July 20, 2015
Via email and U.S. Mail

Ms. Miko Hernandez

Faegre Baker Daniels

2200 Wells Fargo Center

90 South Seventh Street
Minneapolis, MN 55402-3901

Re: — Review of financing documents for the Prairie Island Indian Community

Dear Ms. Hernandez:

This letter responds to the Prairie Island Indian Community’s (“Tribe”) request for the
National Indian Gaming Commission’s Office of General Counsel to review several agreements
pertaining to a proposed refinancing of the Tribe’s existing debt and a new construction term
facility for the Tribe’s casino. The Tribe requested an opinion as to whether these agreements are
management contracts requiring the NIGC Chair’s approval under the Indian Gaming Regulatory
Act (IGRA).! The Tribe also requested an opinion on 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 submissions (collectively, “the Financing
Documents”) all unexecuted, but represented to be in substantially final form:

Loan Agreement, NIGC Submission Draft dated 6/17/15

Term Promissory Note (Exhibit A to Loan Agreement), NIGC Submission Draft dated
6/17/15

Disbursing Agreement, NIGC Submission Draft dated 5/01/15

Amended and Restated Loan Agreement, NIGC Submission Draft dated 6/17/15
Amended and Restated Term Promissory Note (Exhibit A), NIGC Submission Draft dated
6/17/15

Amended and Restated Security Agreement, NIGC Submission Draft dated 5/01/15
Amended and Restated Springing Depository Agreement, NIGC Submission Draft dated
TA3AS

"25 U.S.C. §§ 271 (a) and 2710(d)(9).
2.25 U.S.C. § 2710(b)(2)(A).

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


The Financing Documents contain terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed.’ Applying the same analysis here, it is my
opinion that the Financing Documents are not 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.

J understand that the Financing Documents are in substantially final form with respect to
terms affecting this opinion. If such terms change in any material way or are inconsistent with
assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the
Financing Documents listed above. This opinion does not include or extend to any other
agreements.

I anticipate this letter will be posted to the NIGC’s website. Prior to posting, NIGC FOIA
Office 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 NIGC Staff Attorney Andrew Mendoza at (202)

632-7003.
a

Eric N. Shepard
General Counsel

3 See www.nigc.gov/Reading_Room/Management_Review_Letters.aspx.