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October 14, 2016

Via email: zfletcher@fletcherlawplic.com
And First Class Mail

Zeke Fletcher, General Counsel
Gun Lake Tribal Gaming Authority
1123 129th Avenue

Bradley, MI 49323

Terence O’Farrell, Senior Vice President
KeyBank National Association

100 South Main Street, 6th Floor

Ann Arbor, MI 48104

Re: _ Review of the 2016 Loan Documents for the Match-E-Be-Nash-She-Wish Band of
Pottawatomi Indians of Michigan

Dear Sirs:

This letter responds to your September 26, 2016 request, on behalf of the Gun Lake
Tribal Gaming Authority and the Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of
Michigan, for the National Indian Gaming Commission, Office of the Gencral Counsel, to
review certain financing documents and to provide an opinion as to whether or not the submitted
financing documents are management contracts requiring the NIGC Chairman’s approval
pursuant to the Indian Gaming Regulatory Act of 1988, and whether or not the financing
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 (collectively, “the 2016 Loan
Documents”):

© Credit Agreement Dated as of October [_], 2016 Among Gun Lake Tribal Gaming Authority,
Match-E-Be-Nash-She-Wish Band of Pottawatomi Indians of Michigan, the Lenders,
Keybank National Association as Administrative Agent, LC Issuer and Sole Book Runner and
{__Jas[___] (marked at bottom left as “4843-0701-5729\7” and at top right as “Fletcher

Draft 9/23/16”);
e Exhibit E-1 Form of Revolving Note;

NEW MAILING ADORESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop #1621 Washington, OC 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


Mr. Zeke Fletcher

Mr. Terence O’Farrell
Re: Review of the 2016 Loan Documents for the Match-E-Be-Nash-She-Wish Band of Pottawatomi

Indians of Michigan
October 14, 2016
Page 2 of 2

© Security Agreement between Gun Lake Tribal Gaming Authority as Grantor and Keybank
National Association as Administrative Agent Dated as of October [__], 2016 (marked at
bottom left as “4834-8219-7044\2” and at top right as “DW Draft 7/19/16”);

« Deposit Account Control Agreement (marked at bottom left as “4843-6509-4452\2” and at
top right as “DW Draft 7/19/16”); and

e Intellectual Property Security Agreement (marked at bottom left as “4834-4962-5652\2” and
at top right as “DW Draft 7/19/16”).

The 2016 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 located at <www.nige.gov>. Applying the same analysis here, it is my opinion that,
collectively, the 2016 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 2016 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 2016 Loan Documents change in any material way prior to closing
or are inconsistent with assumptions made herein. Further, this opinion is limited to the
aforementioned 2016 Loan Documents and does not include or extend to any other agreements

not submitted for review.

I anticipate that this letter will be posted on the NIGC’s website. Prior to posting, the
NIGC FOIA Officer will notify you and provide you with an opportunity to identify and request
that information subject to the exemptions under the Freedom of Information Act 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 Armando Acasta, Senior Attorney, at (202)
632-7003. :

Sincerely,

Meh beo—

Michael Hoenig
General Counsel