Sua 'No,

>
*
a
y,

Sy
“On * <

IH comm?

April 5, 2017

Aaron J. Harkins

Faegre Baker Daniels LLP
2200 Wells Fargo Center

90 South Seventh St.
Minneapolis, MN 55402-3901

Re: Review of Financing Documents for the Pamunkey Indian Tribe

Dear Mr. Harkins:

This letter responds to your February 21, 2017 request on behalf of the Pamunkey Indian
Tribe for the National Indian Gaming Commission’s Office of General Counsel to review
financing documents between the Tribe and Golden Eagle Consulting II, LLC. Specifically, you
have asked for my opinion whether the financing documents constitute a management contract
requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act, and whether they
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 Agreements”),
which were represented to be in substantially final form:

¢ Development Agreement, marked in the upper right corner as NIGC Submission
Draft 2-21-17;

* Developer Credit Agreement marked in the upper right corner as NIGC
Submission Draft 2-21-17; and

¢ Developer Security Agreement marked in the upper right corner as NIGC
Submission Draft 2-21-17 (together, the Financing Documents).

The Agreements contains terms similar to other agreements the Office of General
Counsel has already reviewed and analyzed that are available on the NIGC website. Applying
the same analysis here, it is my opinion that the Agreements are not management contracts and
do not require the approval of the Chair. It is also my opinion that the Agreements do not violate
IGRA’s sole proprietary interest requirement.

It is my understanding that the Agreements are represented to be in substantially final
form with respect to terms affecting this opinion. If the Agreements change in any material way
prior to closing, this opinion shall not apply. Further, this opinion is limited to the Agreements
listed above and does not include or extend to any other agreements or documents not submitted
for review.

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


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. 25 C.F.R. § 517.7(c). 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), 5 U.S.C. § 552(b)(4), 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, 975 F.2d 871
(D.C. Cir. 1992). Any claim of confidentiality should also be supported with “a statement or
certification by an officer or authorized representative of the submitter.” 25 C.F.R. § 517.7(c).
Please submit any written objection to FOLASubmitterReply@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. /d. 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 NIGC Senior Attorney Maria Getoff at
(202) 632-7003.

Sincerely,

Nichol bo-——

Michael Hoenig
General Counsel