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December 9, 2015

Robert Hitchcock, Esq.
Attorney General

Eastern Shoshone Tribe

3 Ethete Road, Ste. 21

P.O. Box 1644

Fort Washakie, WY 82514

Re: _ Review of the Loan Documents between the Eastern Shoshone Tribe and the
Shakopee Mdewakanton Sioux Community

Dear Mr. Hitchcock:

This letter responds to your October 20, 2015 request, on behalf of the Eastern Shoshone
Tribe, for the Office of the General Counsel, National Indian Gaming Commission, to review
certain loan documents and to provide an opinion as to whether the submitted loan documents
are management contracts requiring the NIGC Chairman’s approval pursuant to the Indian
Gaming Regulatory Act. 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 Loan
Documents”):

© Credit Agreement among the Tribe, as Borrower, and Shakopee
Mdewakanton Sioux Community, as Lender, and Exhibits and Schedules
thereto, including a form of Term Note (NIGC Draft (12-03-15) and marked at
bottom left as “US.97331155.09”);

e Depository Agreement among First National Bank & Trust Co. of Williston,
as Depository, the Tribe, as Borrower, and Shakopee Mdewakanton Sioux
Community, as Lender (NIGC Draft (10-20-15) and marked at bottom left as
“US.101488811.06");

© Security Agreement among the Tribe, as Debtor, and Shakopee Mdewakanton
Sioux Community, as Secured Party (NIGC Draft (10-20-15) and marked at
bottom left as “101446114.04”);

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

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WWW.NIGC.GOV


Robert Hitchcock, Esq.

Re: Review of the Loan Documents between the Eastern Shoshone Tribe and the Shakopee
Mdewakanton Sioux Community

December 9, 2015

Page 2 of 2

e Control Agreement among First Interstate Bank, as Collection Bank, the
Tribe, as Borrower, and Shakopee Mdewakanton Sioux Community, as Lender
(NIGC Draft (12-03-15) and marked at bottom left as “US.101460496.07”).

The 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.
Applying the same analysis here, it is my opinion that, collectively, the 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 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 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 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 Staff Attorney Austin Badger at (202) 632-
7003.

Sincerely,
Mee? Poe

Michael Hoenig
General Counsel