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June 25, 2018
VIA FIRST CLASS MAIL & EMAIL

Glenn M. Feldman

Dickinson Wright, PLLC

1850 North Central Avenue

Suite 1400

Phoenix, AZ 85004-4569

Email: GFeldman@dickinsonwright.com

Re: Review of loan documents for the Cabazon Band of Mission Indians

Dear Mr. Feldman:

This letter responds to your request of June 4, 2018, on behalf of the Cabazon Band of
Mission Indians for the National Indian Gaming Commission’s Office of the General Counsel to
review a loan amendment to the Tribe from Credit Suisse AG. Specifically, you have asked for
my opinion whether the amendment submitted constitutes a management contract requiring the
NIGC Chair’s approval under the Indian Gaming Regulatory Act and whether this amendment
violates IGRA’s requirement that a Tribe have the sole proprietary interest in its gaming
operation.

In my review, | considered the following submission (“the Amendment Document”)
which is unexecuted, but is represented to be in substantially final form:

e Amendment No. | to Credit Agreement, LW Draft 3/23/2018 (US-DOCS\100998892.11).

The Amendment Document contains terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed. Some of these letters may be found on
the NIGC website. Applying the same analysis here, it is my opinion that collectively the
Amendment Document is not a management contract and does not require the approval of
the Chairman. It is also my opinion that it does not violate IGRA’s sole proprietary interest
requirement.

It is my understanding that the Amendment Document is represented to be in
substantially final form with respect to terms affecting this opinion, and if such terms 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 Amendment Document listed above. This
opinion does not include or extend to any other agreements or documents not submitted for
review.

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; Tulss OK; Oklahoma City, OK
WWW.NIGC.GOV


Glenn M. Feldman

Re: Review of loan documents for the Cabazon Band of Mission Indians
June 25, 2018

Page 2 of 2

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. NRCS 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 FOIASubmitterReply@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/doj-guide-freedom-information-act-0,

If you have any questions, please contact NIGC Staff Attorney Suzanne Nunn at
(202) 632-7013.

Sincerely,

Mato?

Michael Hoenig
General Counsel

*25 C.F.R. §517.7(c).

5 U.S.C. § 552(b)(4).

° 975 F.2d 871 (D.C. Cir. 1992).
425 CR. § 517.7(c).

* Id.