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Ve comm?
January 6, 2017

Via email: gbrownell@abgsonosky.com
And First Class Mail

Gary F. Brownell, Esq.

Sonosky, Chambers, Sachse, Mielke & Brownell, LLP
500 Marquette Avenue NW, Suite 660

Albuquerque, NM 87102

Re: Review of the 2016 Loan Documents for the Pueblo of Isleta

Dear Mr. Brownell:

This letter responds to your December 16, 2016 request, on behalf of the Pueblo of Isleta,
for the National Indian Gaming Commission, Office of the General Counsel, to review certain
financial transaction documents and to provide an opinion as to whether or not the submitted
loan documents are management contracts requiring the NIGC Chairman’s approval pursuant to
the Indian Gaming Regulatory Act of 1988. You have also asked for my opinion as to whether or
not the loan documents violate IGRA’s requirement that a tribe have the sole proprietary interest
in its gaming operation.

In my review, I considered the following submissions (collectively, “the 2016 Loan
Documents”);

¢ Loan Agreement between Pueblo of Isleta and BOKF, NA dba Bank of Albuquerque Dated as
of _, 201[6/7] (marked at bottom left as “Loan Agreement (NIGC Submission 12-15-16)
(W2842242x7A92D).doc” and at top right as “NIGC Submission Draft 12/15/2016”);

e Promissory Note (marked at bottom left as “Promissory Note (NIGC Submission Draft 12-
15-16) (W2842252x7 A92D).doc” and at top right as “NIGC Submission Draft
12/15/2016”);

e Security Agreement (marked at bottom left as “Security Agreement (NIGC Submission 12-
15-16) (W2842245x7 A92D).doc” and at top right as “NIGC Submission Draft
12/15/2016”); and

© Deposit Account Control Agreement (Bank of Albuquerque Deposit Account) (marked at
bottom left as “Deposit Account Control Agreement (NIGC Submission Draft 12-15-16)
(W284225 I x7 A92D).docx” and at top right as “NIGC Submission Draft 12/15/2016”).

Tol: 202.632.7003 Fax: 202.632.7066

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 18

REGIONAL OFFICES — Portlundl, ©



Mr. Gary F. Brownell
Re: Review of the 2016 Loan Documents for the Pueblo of Isleta

January 6, 2017
Page 2 of 2

The 2016 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 located at <www.nigc.gov>. Applying the same analysis here, it is my opinion that,
collectively, the 2016 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 2016 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 2016 Loan Documents change in any material way prior to closing
or are inconsistent with assumptions made herein. Further, this opinion is limited to the
aforementioned 2016 Loan Documents and does not include or extend to any other agreements
not submitted for review.

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. 25 C.F.R. § 517.7(c). If you object on the grounds that the information qualifies as
confidential commercial information subject to withholding under Exemption 4 of the Freedom
of Information Act, 5 U.S.C. § 552(b)(4), please be advised that the information was voluntarily
submitted and, as such, any request to withhold will be analyzed in accordance with the standard
set forth in Critical Mass Energy Project v. NRC, 975 F.2d 871 (D.C. Cir. 1992). Any claim of
confidentiality should also be supported with “a statement or certification by an officer or
authorized representative of the submitter.” 25 C.F.R. § 517.7(c). Please submit any written
objection to <FOIASubmitterReply@nigc.gov> within thirty (30) calendar days of the date of
this letter. After this time elapses, the letter will be made public and objections will no longer be
considered. Id. 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 Armando Acosta, Senior Attorney, at (202)

632-7003.
Sincerely,
NMed..O lon ——~

Michael Hoenig
General Counsel

ce: John Valentine (via email only: jvalentine@bankofalbuquerque.com)
Ruth M. Schifani (via email only: rschifani@modrall.com)