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December 9, 2015
Via U.S. Mail

Mr. Mark Macarro

Temecula Band of Luisefio Mission Indians
PO Box 1477

Temecula, CA 92593

Fax (951) 695-7445

Re: Review of financing agreements on behalf of the Temecula Band of Luisefio
Dear Chairman Macarro:

This letter responds to the request on behalf of the Temecula Band of Luisefio Indians
(“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 on 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:

e Second Amended and Restated Loan Agreement, marked as

OHSUSA:762364815.11

Exhibits A though L-4, marked as OHSUSA:762408446.4

Schedule 5,3 to the Loan Agreement

Schedule 5.3A

Second Revolving Loan Note For Wells Fargo Banks, marked as

OHSUSA:763946444.1

e Tax Exempt Loan Note For Wells Fargo Bank, marked as
OHSUSA:763470675.2

e Second Amended and Restated Swing Line Note For Wells Fargo Bank,
marked as OHSUSA:7639455 16.1

e Second Amended and Restated Security Agreement, marked as
OHSUSA:763029582.4

e Unjust Enrichment and Sovereign Immunity Agreement, marked as

OHSUSA:763057693.4

Short Form Grant — Patents, marked as OHSUSA:763517383.2

Short Form Grant — Trademarks, marked as OHSUSA:763992091.2

Grant of Security Interest Trademarks, marked as OHSUSA:763992145.2

Short Form Grant — Copyrights, marked as OHSUSA:763517653.1

Securities Account Control — Consent Agreement, marked as 20150301-0001

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 Macarro

Re: Review of financing agreements on behalf of the Temecula Band of Luisefio Indians
December 9, 2015

Page 2 of 2

e Deposit Account and Sweep Investment Control Agreement, marked as
Pechanga Development Corporation 11.04.15
e Guaranty Agreement, marked as DMS LKOLODNY 2990131V2

The Financing Agreements contain terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed. See www.nigc.gov. 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.

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.

| 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.

Mehen® Lf aa

Michael Hoenig
General Counsel

ce: Lee Kolodny
Barnes & Thornburg LLP
(via email: Ikolodny@btlaw.com)

Steve Bodmer
General Counsel, Pechanga Indian Reservation
(via email: sbodmer@pechanga-nsn.gov)