October 12, 2012

Richard B. Luarkie, Governor
Pueblo of Laguna

P.O. Box 194

Laguna, NM 87026

Re: —_ Review of financing documents for the Pueblo of Laguna.

Dear Governor Luarkie:

This letter responds to the request on behalf of the Pueblo of Laguna (Pueblo) and
Laguna Development Corporation (LDC) for the National Indian Gaming Commission’s
Office of General Counsel to review several agreements related to the financing of the
Pucblo’s gaming enterprise. The LDC has asked for an opinion on whether these
agreements are management contracts requiring the NIGC Chairwoman’s approval under
the Indian Gaming Regulatory Act. The LDC also asked for an opinion on whether the
agreements violate IGRA’s requirement that the Pucblo have the sole proprietary interest
in its gaming operation.

In my review, I considered the following submissions (collectively, “the
Financing Documents”), either executed or drafts Tepresented to be in substantially final
form:

¢ ° Indenture between LDC and Wells Fargo Bank, N.A. dated August 1,
2006, Execution Copy, “US_West: 260020892.8” and “41199-107
MIR/MIR;”

° First Supplemental Indenture dated April 27, 2007, “977832_2.doc;”

° Second Supplemental Indenture, Draft Dated 6/27/2012, “689903.0001
West 202947351 v2;” and

° Second Supplemental Indenture, Draft Dated 10/5/2012, “689903.0002
West 202947351 v4.”

The Financing Documents contain terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed. See http://www.nigc.gov/Reading
~Room/Management_Review_Letters_Declination_Letters.aspx. Applying the same
analysis here, it is my opinion that the Financing Documents are not management
contracts and do not require the approval of the Chairwoman. It is also my opinion that
they do not violate IGRA’s sole proprietary intcrest requirement.

NATIONAL HEADQUARTERS ‘44 NV¥. Sute 9100, Wa

9C 20005 Tel: 202.632 7003 fax, 202.632 7066 www.Nice.cov

REGIONAL OFFICES Portland, OR, Sacramento, CA; Phoenix, AZ: St, Paul, MN; Tulsa, OK


Letter to Governor Luarkie
October 12, 2012
Page 2 of 3

It is my understanding that the Financing Documents are represented to be
executed or in substantially final form with respect to terms affecting this opinion. If such
terms change in any material way or are inconsistent with assumptions made herein, this
opinion shall not apply. Further, this opinion is limited to the Financing Documents 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).

Tam also sending a copy of the Financing Documents to the Department of the
Interior Office of Indian Gaming for review under 25 U.S.C. § 81. If you have any
questions, please contact NIGC Staff Attomey Heather Corson at (202) 632-7003.

Sincerely,

Eric Shepard
Associate General Counsel

cc: Paula Hart, Director
Office of Indian Gaming
(via US Mail w/ enclosures)

Laura Bird
Laguna Development Corporation
(via email: LBird@POLDC.com)

Katherine Gorospe
Laguna Development Corporation
(via email: kgorospe@POLDC.com)

Aurene M. Martin
Spirit Rock Consulting
(via email: amartin@spiritrockinc.com)


Letter to Governor Luarkie
October 12, 2012
Page 3 of 3

Abim Kolawole
Northwestern Mutual Life Insurance Company
(via email: abimkolawole@northwesternmutual.com)

Frank Reddick
Akin Gump Strauss Hauer & Feld LLP
(via email: freddick@akingump.com)