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November 8, 2016
Via U.S. Mail & Facsimile

John A. Barrett, Chairman
Citizen Potawatomi Nation
1601 Gordon Cooper Dr.
Shawnee, OK 74801

Fax: 405-275-0198

Re: — Review of loan documents for the Citizen Potawatomi Nation

Dear Chairman Barrett:

This letter responds to the request on behalf of Citizen Potawatomi Nation for the
National Indian Gaming Commission’s Office of General Counsel to review several
financing agreements. Specifically, you have asked for an opinion on whether the
agreements are management contracts requiring the NIGC Chair’s approval under the
Indian Gaming Regulatory Act. You also asked for an opinion 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 documents (collectively “the Financing
Agreements”) submitted on behalf of the Nation:

e Loan Agreement, marked as 4848-1 770-6800.8
¢ Security Agreement, marked as 4843-3558-6097/3
° Term Note, marked as 4848-1499-1925/2

The Financing Agreements contain terms similar to other agreements the Office
of General Counsel has already reviewed and analyzed. See www.nige.gov. Applying the
same analysis here, it is my opinion that collectively the Financing Agreements 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.

It is my understanding that the F inancing Agreements are represented to be in
substantially final form with respect to terms affecting this opinion, and if such terms
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

I : 202.632.7066
NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 21

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

WWW.NIGC.GOV


Chairman Barrett
Re: Review of financing agreements on behalf of the Citizen Potawatomi Nation

November 8, 2016
Page 2 of 2

Agreements listed above. This opinion does not include or extend to any other
agreements or documents not submitted for review.

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 FOASubmitterReply@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. Id. 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 Staff Attorney Heather McMillan
Nakai at (202) 632-7003.

Sincerely,

Mecho [Lo —

Michael Hoenig
General Counsel

ce: Greg Quinlan
(via email gquinlan@potawatomi.org)