November l 9, 2013 

Jeffrey B. Trattner 

Assistant Attorney General 

Poarch Band of Creek Indians 

5811 Jack Springs Rd. 

Atmore, AL 36502 

Re: Review of financing documents for the Poarch Band of Creek Indians 

Dear Mr. Trattner: 

This letter responds to the PCI Gaming Authority's requet.1, on behalf of the Poarch Band 

of Creek Indians (Tribe), for the National Indian Gaming Commission's Office of General 

Counsel to review several agreements for the refinancing of existing debt related to the Tribe's 

gaming enterprise. The PCJ Gaming Authority has asked for an opinion whether these 

agreements are management contracts requiring the NIGC Chair's approval under the Indian 

Gaming Regulatory Act (IGRA). PCI Gaming Authority also has asked for an opinion whether 

the agreements violate IORA 's requirement that a tribe have the sole proprietary interest in its 

gaming operation. 

In my rev iew, 1 considered the following submissions (collectively, "the Financing 

Documents") all unexecuted, but represented to be in substantially final fonn: 

• Credit Agreement, SMRH DRAFT 11/ 12/13, SMRH:200933l54.8; 

• Exhibits to Credit Agreement, SMR.H DRAFT 11/4/I 3, SMRH: 20095872 l.6; 

• Security Agreement, SMRH DRAFT 11/4/13, SMRH:200972901.6; 

• Trademark Security Agreement, SMRH:200986433.4; 

• Deposit Account Control Agreement, SMRH Draft 1 l-7-13 (Account- With 

Unlimited Multiple Activation), SMRH:200993672.6; 

• Deposit Account Control Agreement, SMRH DRAFT I 014113, S MRH :200986427 .6; 

and 

• Non-lnterforence Agreement, SMRH DRAFT l 0/09/ 13, SMRH:200957206.5. 

The Financing Documents contain tem1s similar to other agreements the Office of 

General Counsel has already reviewed and analyzed. See www.nigc.gov/Reading_Room/ 

Managemcnt_Review _Letters.aspx. Applying the same analysis here, it is my opinion that the 

Financing Documents are not management contracts and do not requit"c the approval of the 

r· 

NATIONAL HEADQUARTERS ·1441 L l NW, Suite 9100, W'\slii11gton, f)C 2000s Tel: 202.63:1.1003 Fax 202 632 /066 WWW.NIGC.COV 

REGIONAL OFFICES Portla11d. OR; Sacra1nr.nto, CA; Phoenix. A7; 5t. Paul, MN; folsa, OK 
Letter to Jeffrey Trattner 

November 19, 2013 

Page 2of2 

Chair. It is also my opinion thal they do not violate IGRA 's sole proprietary interest 

requirement. 

I understand that the Financing Documents are in substantially final fonn with respect to 

terms affecting this opinion. If such tenns change in any materia l way or are inconsistent with 

assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the 

Financing Documents listed above. This opinion does not include or extend to any other 

agreements. 

I anticipate this letter will be posted to the NCGC's website. Prior to posting, NIGC will 

notify you and give you an opportunity to identify and request that infonnation subject to the 

exemptions under FOIA 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 NIGC Staff Attorney Heather Corson at (202) 

632-7003. 

z:lw 

Eric Shepard 

Acting General Counsel 

cc: Townsend Hyatt, 

Orrick, Henington & Sutcliffe, LLP 

(via email: thyatt@orrick.com) 

Christine Swan ick 

Sheppard Mullin 

(via email: CSwanick@sheppardmullin.com)