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August 28, 2019
By U.S. mail and email

Randolph DelFranco
Holland & Knight

31 West 52" St.

New York, NY 10019
randy.delfranco@hklaw.com

Re: Review of Loan Documents for the Ponca Tribe of Nebraska
Dear Mr. DelFranco:

This letter responds to your October 19, 2018 request for the National Indian
Gaming Commission’s Office of General Counsel to review a collection of financing
documents between the Ponca Tribe of Nebraska and Shakopee Mdewakanton Sioux
Community. Specifically, you have asked for my opinion whether the documents are a
management contract requiring the NIGC Chair’s approval under the Indian Gaming
Regulatory Act. You also asked for my opinion whether the documents violate IGRA’s
requirement that the Tribe have the sole proprietary interest in its gaming activity.

As part of this review, I analyzed the following documents (collectively, the Loan
Documents):
¢ Credit Agreement between Ponca Tribe of Nebraska and Shakopee
Mdewakanton Sioux Community (NIGC Draft 10/19/18)
¢ Depository Agreement (NIGC Draft 10/19/18, Doc. No. US.119954349,03)
¢ Security Agreement (NIGC Draft 10/19/18, Doc. No. US.119952431.04)

The Loan Documents you have submitted contain terms similar to other
agreements the Office of General Counsel has already reviewed and analyzed. Copies of
declination letters can be found on the NIGC’s website. Applying the same analysis here,
it is my opinion that the Loan Documents are not a management contract 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.

Itis my understanding that the drafts are represented to be in substantially final
form, and if the Loan 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 Loan Documents. This opinion does not include or extend to any
other agreements 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 Fex: 202.632.7066
REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK; Oklahoma City, OK

WWW.NIGC.GOV


Letter to Randolph DelFranco

August 27, 2019

Re: Review of Loan documents for Ponca Tribe of Nebraska
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. See 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 any withholding should be analyzed under the
standard set forth in Food Marketing Institute v. Argus Leader Media, No. 18-481, 2019
WL 2570624, at *7 (U.S., June 24, 2019). Any claim of confidentiality should also be
supported with “a statement or certification by an officer or authorized representative of
the submitter.” See 25 C.F.R. § 517.7(d). Please submit any written objection to
FOIASubmitterReply@nige.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. Jd.

If you have any questions, please contact NIGC Senior Attorney Jennifer Lawson
at (202) 632-7003.

Sincerely,

Mechel? We

Michael Hoenig
General Counsel

ce: Miko Hernandez, counsel for Lender (miko.hernandez@FaegreBD.com)