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February 26, 2015
Via U.S. Mail

Mr. Terry Rambler, Chairman
San Carlos Apache Tribe

PO Box 0

San Carlos, AZ 85550

Re: Review of financing agreements on behalf of the San Carlos Apache Tribe
Dear Chairman Rambler:

This letter responds to the request on behalf of the San Carlos Apache Tribe (“the
Tribe”) for the National Indian Gaming Commission’s Office of General Counsel to
review several financing agreements. Specifically, you have asked for an opinion whether
the agreements are management contracts requiring the NIGC Chair’s approval under the
Indian Gaming Regulatory Act. You also asked for an opinion whether the agreements
violate IGRA’s requirement that a tribe have the sole proprietary interest in its gaming
operation.

In my review, I considered the following documents (collectively “the Financing
Agreements”) submitted as attachments to e-mails sent on behalf of the Tribe:

1) Credit Agreement, marked SMRH draft 01/28/2015 and
SMRH:202180827.15012215

2) Exhibits A-H, marked SMRH draft 1/23/2015 and SMRH: 203242661.3 and
SMRH: 40505569.3

3) Security Agreement, marked SMRH:202217075.4

4) Subordination Agreement marked SMRH Draft 1/13/2015 and
SMRH:203242490.1

5) Deposit Account Control Agreement, marked SMRH Comments 12/16/2014 and
SMRH:203319746.4

6) Fee Letter, marked SMRH Draft 12/15/2014 and SMRH:203355216.1

The Financing Agreements contain terms similar to other agreements the Office
of General Counsel has already reviewed and analyzed. See
www.nigc.gov/Reading_Room/Management_Review_Letters.aspx. Applying the same
analysis here, it is my opinion that collectively the Financing Agreements are not
management contracts and do not require the approval of the Chair. It is also my opinion
that they do not violate IGRA’s sole proprietary interest requirement.

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


Chairman Norris

Re: Review of financing agreements on behalf of the Tohono O’odham Nation
February 26, 2015

Page 2 of 2

It is my understanding that the Financing Agreements are 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 Financing
Agreements listed above. This opinion does not include or extend to any other
agreements or documents not submitted for review.

I anticipate that this letter will be posted to the NIGC’s website. Prior to posting,
NIGC will notify you and give you an opportunity to identify and request that
information subject to the exemptions under FOIA be redacted or withheld. A list of the
FOIA exemptions may be found at 25 U.S.C. § 552(b).

If you have any questions, please contact NIGC Staff Attorney Heather McMillan

Nakai at (202) 632-7003.
Sincerely,
CNS)

Eric Shepard
Acting General Counsel

ce:
Luis A. Ochoa, Attorney

Quarles and Brady LLP
(via email: Luis.Ochoa@quarles.com)