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June 30, 2016

Via email: dluthey@gablelaw.com
And First Class Mail

Graydon D. Luthey, Jr., Esq.
GableGotwals

1100 ONEOK Plaza

100 West Fifth Street

Tulsa, Oklahoma 74103-4217

Re: _ Review of the 2016 Loan Documents for the Osage Nation

Dear Mr. Luthey:

This letter responds to your April 7, 2016 request, on behalf of the Osage Nation, for the
National Indian Gaming Commission, Office of the General 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”):

e Loan Agreement Dated as of June 8, 2016 among The Osage Nation and Osage Nation
Gaming Enterprise, as Borrowers, the Lenders party hereto rom time to time, and BOKF,
NA dba Bank of Oklahoma, as Administrative Agent, BOKF, NA dba Bank of Oklahoma,
Lead Arranger, Keybank National Association, U.S. Bank National Association, Co-
Syndication Agents;

e Amendment No. 1 to Loan Agreement (marked at top right as “C&W DRAFT 6-23-16”);
e Various exhibits:

e Term Loan Note dated June 8, 2016;

e Advancing Term Loan Note dated June 8, 2016;

¢ Revolving Loan Note dated June 8, 2016;

e Request for Loan;

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


Graydon D. Luthey, Jr., Esq.

Re: Review of the 2016 Loan Documents for the Osage Nation
June 30, 2016

Page 2 of 2

e Compliance Certificate;
e Assignment Agreement;
e Security Agreement dated June 8, 2016; and
e Trademark Security Agreement dated June 8, 2016.

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: (i) change in any material way prior to
closing; (ii) are not executed; or (iii) 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 Acosta, Senior Attorney, at (202)
632-7003.

cule

Michael Hoenig
General Counsel