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May 3, 2019
Via First Class Mail and Email

Mr. Kevin C. Quigley

Foley & Quigley PLC

213 East Fourth Street, Suite 404
Saint Paul, Minnesota 55101
kevinquigley@foleyquigleylaw.com

Re: Review of Loan Transaction Documents for Pawnee Tribal Development Corporation

Dear Mr. Quigley:

This letter responds to your February 25, 2019 request for the National Indian Gaming
Commission’s Office of General Counsel to review agreements between the Pawnee Tribal
Development Corporation, the Pawnee Nation of Oklahoma, and First Secure Community Bank.
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 Loan Transaction
Documents”) all of which are unexecuted, but were represented to be in substantially final form:

othe Loan Agreement (“Working draft #4 — 05/03/2019” in upper right corner);
othe Loan Agreement Exhibits (“working draft #3 — 12/20/2018” in upper right corner);
o Exhibit A — Form of Promissory Note;
o Exhibit B — Transactional Cost Payments;
o Exhibit F - Compliance Certificate, with attachment;
= Attachment A - Ratio Computation form;
othe Promissory Note (marked “Working draft #3 — 12/20/2018” in upper right corner);
othe Deposit Account Security, Pledge and Control Agreement (“working draft #3 —
12/20/2018” in upper right corner);
o the Security Agreement (“working draft #3 — 12/20/2018” in upper right corner);
othe Consent to Enter Trust Lands and Premises (“Working draft #3 — 12/20/2018” in
upper right corner);
othe Environmental Certificate (“Working draft #3 — 12/20/2018” in upper right corner);
and
othe [Tribal] Guaranty Agreement (“Working draft #3 — 12/20/2018” in upper right
corner).

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


Letter to Kevin Quigley

Review of Loan Transaction Documents for Pawnee Tribal Development Corporation
May 3, 2019

Page 2 of 2

The Loan Transaction 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 Loan Transaction 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 Loan Transaction 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
Transaction Documents listed above. This opinion does not include or extend to any other
agreements 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.'
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 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} 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
FOTASubmitterReply@nigce.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 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/dojguide-freedom-information-act-0.

If you have any questions, please contact Melissa Thevenot at (202) 336-9103.

Sincerely,

Mokak tye

Michael Hoenig
General Counsel

ce: J. Scott Sypolt, scott.sypolt@akerman.com

125 CER. § 517.7(c).

25 U.S.C. § 552(b)(4).

3.975 F.2d 871 (D.C. Cir. 1992).
“25 CER. § 517.70).

Sd.