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November 2, 2015

Via email: sward@cwlaw.com
and First Class Mail

Stephen R. Ward, Esq.
Conner & Winters, LLP
4000 One Williams Center
Tulsa, OK 74172-0148

Re: _ Review of the 2015 Transaction Documents for the Quapaw Tribe of
Oklahoma (O-Gah-Pah)

Dear Mr. Ward:

This letter responds to your September 30, 2015 request, on behalf of the Quapaw Tribe
of Oklahoma (O-Gah-Pah), for the Office of the General Counsel, National Indian Gaming
Commission, to review certain financing documents and to provide an opinion as to whether the
submitted financing documents are management contracts requiring the NIGC Chairman’s
approval pursuant to the Indian Gaming Regulatory Act of 1988. The Tribe also requested
OGC’s opinion as to whether the financing documents violate IGRA’s requirement that a tribe
have sole proprietary interest in its gaming operation.

In my review, I considered the following submissions (collectively, “the 2015
Transaction Documents”):

e Downstream Development Authority of the Quapaw Tribe of Oklahoma (O-Gah-
Pah), [_]% Senior Secured Notes Due 2023, Indenture Dated as of [_], 2015,
BOKF, NA dba Bank of Oklahoma, Trustee (marked at bottom left as
“LA\4289411.1” and at top right as “Confidential Draft 9/30/15”);

¢ Security Agreement among Downstream Development Authority of the Quapaw
Tribe of Oklahoma (O-Gah-Pah), as Assignor, Downstream Q Store, LLC, as
Assignor, and BOKF, NA dba Bank of Oklahoma, as Collateral Agent, Dated as
of [_], 2015 (marked at bottom left as “LA\4289420.1” and at top right as
“Confidential Draft 9/30/15”);

© Control Agreement Regarding Deposit Accounts (marked at bottom left as
“LA\4289421.1” and at top right as “Confidential Draft 9/30/15”);

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Sireet 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


Stephen R. Ward, Esq.

Re: Review of 2015 Transaction Documents for the Quapaw Tribe of Oklahoma (O-Gah-Pah)
November 2, 2015

Page 2 of 3

e Intercreditor Agreement dated as of [ _], 2015 among BOKF, NA dba Bank of
Oklahoma, as Senior Secured Notes Indenture Trustee, the other Secured
Obligations Representatives from time to time party hereto, BOKF, NA dba Bank
of Oklahoma, as Collateral Agent, Downstream Development Authority of the
Quapaw Tribe of Oklahoma (O-Gah-Pah), as Issuer, Downstream Q Store, LLC,
as a Grantor, and the other Grantors from time to time party hereto (marked at
bottom left as “LA\4289414.1” and at top right as “Confidential Draft 9/30/15”);

© Guaranty (marked at bottom left as “LA\4289415.1” and at top right as
“Confidential Draft 9/30/15”);

© Grant of Security Interest in United States Trademarks (marked at bottom left as
“LA\4289417.1” and at top right as “Confidential Draft 9/30/15”);

e Downstream Development Authority of the Quapaw Tribe of Oklahoma (O-Gah-
Pah), $215,000,000 [_]% Senior Secured Notes due 2023, Purchase Agreement
dated [__], 2015 (marked at bottom left as “LA\4289412.1” and at top right as
“Confidential Draft 9/30/15”); and

© Dealer Manager and Solicitation Agent Agreement (marked at bottom left as
“LA\4289416.1” and at top right as “Confidential Draft 9/30/15”).

’ The 2015 Transaction Documents contain terms similar to other agreements that OGC
has previously reviewed and analyzed. Some of these opinion letters may be found at
http://www.nigce.gov/Reading_Room/Management_Review_Letters_Declination_Letters.aspx.
Applying the same analysis here, it is my opinion that, collectively, the 2015 Transaction
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 2015 Transaction 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 2015 Transaction 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 2015 Transaction 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).


Stephen R. Ward, Esq.
Re: Review of 2015 Transaction Documents for the Quapaw Tribe of Oklahoma (O-Gah-Pah)

November 2, 2015
Page 3 of 3

If you have any questions, please contact Armando Acosta, Senior Attomney, at (202)
632-7003.

Sincerely,

Michal thes. —.

Michael Hoenig
General Counsel