y,
ms
= Lt
* *
fa) =
, eS
Ve comm”

October 23, 2019

Via First Class Mail and Email

Ms. Ashley Duffy

Interim General Counsel

St. Croix Chippewa Indians of Wisconsin
24663 Angeline Ave.

Webster, Wisconsin 54893

Re: Review of Financing Documents for St. Croix Chippewa Indians of Wisconsin

Dear Ms. Duffy:

This letter responds to the August 8, 2019 request for the National Indian Gaming Commission’s
Office of General Counsel to review agreements between the St. Croix Chippewa Indians of Wisconsin
and CIT Bank, N.A. Specifically, you have asked for my opinion whether the agreements are
management contracts or collateral agreements requiring the NIGC Chair’s approval under the Indian
Gaming Regulatory Act (IGRA). You also asked for my opinion whether the agreements violate IGRA’s
requirement that the Tribe have the sole proprietary interest in its gaming activity.

In my review, I considered the following submissions (collectively, “the Financing Documents”)
all of which are unexecuted, but were represented to be in substantially final form:

1,

2.

a

10.

11.

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR

Forbearance Agreement (Non-Guaranteed) (marked “SMRH:4839-7719-9767.9” at bottom
left), with Exhibits;

Exhibit C — Form of Depository Waterfall Agreement (marked “SMRH:4831-2418-3447.16”
at bottom left);

Exhibit D — Form of Fully Blocked DACA (marked “US.124146742.01” at bottom left);
Exhibit E — Form of Contingent DACA (marked “US.124146744.01” at bottom left);

Annex 1 — Form of Loan Notice (marked “SMRH:4839-7719-9767.9” at bottom left,
included in Forbearance Agreement (Non-Guaranteed));

Annex 2 — Form of Compliance Certificate (marked “SMRH:4846-3374-1719.4” at bottom
left);

Forbearance Agreement (Guaranteed) (marked “SMRH: 4828-1458-9848.3” at bottom left),
with Exhibits;

Exhibit C — Form of Depository Waterfall Agreement (Guaranteed) (Substantively identical
to document #2 above);

Exhibit D — Form of Fully Blocked DACA (Guaranteed) (Substantively identical to
document #3 above);

Exhibit E - Form of Contingent DACA (Guaranteed) (Substantively identical to document #4
above);

Annex 1 — Form of Loan Notice (marked “SMRH: 4828-1458-9848.3” at bottom left,
included in Forbearance Agreement (Guaranteed);

849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066

REGIONAL OFFICES Portland, OR; Secramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK; Oklahoma City, OK

WWW.NIGC.GOV


Letter to Ashley Duffy

Review of Documents for St. Croix Chippewa Indians of Wisconsin
October 22, 2019

Page 2 of 2

12, Annex 2 — Form of Compliance Certificate (marked “SMRH:4835-6760-2071.3” at bottom
left).

The Financing Documents contain terms similar to other agreements the Office of General
Counsel has already reviewed and analyzed, which are available on the NIGC’s website. 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 NIGC Chair. It is also my opinion that they do not violate IGRA’s sole
proprietary interest requirement.

It is my understanding that the drafts are represented to be in substantially final form, and if the
Financing Documents 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 Documents
listed above. This opinion does not include or extend to any other agreements not submitted for review.
The Financing Documents do not affect our office’s opinion as set forth in the previous declination letter
dated November 7, 2016.

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
any withholding should be analyzed under the standard set forth in Food Marketing Institute v. Argus
Leader Media.’ 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 have any further questions, please contact Associate General Counsel Rea Cisneros at 202-
632-7003.

Sincerely,

Mehul Hy

Michael Hoenig
General Counsel

ce: Aaron J. Harkins, aaron.harkins@faegrebd.com
Brent Horstman, bhorstman@sheppardmullin.com

' See 25 C.F.R. § 517.7(c).
25 U.S.C. § 552(b)(4).
3 Food Marketing Institute v. Argus Leader Media, No. 18-481, 2019 WL 2570624, at *7 (U.S., June 24, 2019).
: See 25 C.F.R. § 517.7(d).
Id.