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March 17, 2016

First Class Mail

Charles F. Wood, Chairman
Chemehuevi Indian Tribe
P.O. Box 1976

Havasu Lake, CA 92363

Re: Review of the 2015 Loan Documents for the Chemehuevi Indian Tribe

Dear Chairman Wood:

This letter responds to your November 16, 2015 request, on behalf of the Chemehuevi
Indian Tribe, for the National Indian Gaming Commission, Office of the General Counsel, to
review certain financing documents and to provide an opinion as to whether the submitted
financing documents are management contracts requiring the NIGC Chairman’s approval
pursuant to the Indian Gaming Regulatory Act of 1988. While the Tribe did not request an
opinion as to whether the financing documents violate IGRA’s requirement that a tribe have the
sole proprietary interest in its gaming operation, OGC reviews these types of documents to
ensure that this requirement is also met.

In my review, I considered the following submissions (collectively, “the 2015 Loan
Documents”):

e Casino Construction Loan Agreement Dated September 30, 2015 Between HLC Enterprise
Corporation, a governmental corporation of the Chemehuevi Indian Tribe and Great
Western Bank, a South Dakota banking corporation (marked at bottom left as “1301223”);

© Casino Security Agreement (marked at bottom left as “1312291”);

¢ Promissory Note (Casino Loan) $8,555,524, September 30, 2015 (marked at bottom left as
1312284”);

e Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (Casino Loan) by
Chemehuevi Indian Tribe, a federally recognized Indian tribe as trustor, to and for the
benefit of Great Western Bank, a South Dakota banking corporation, as trustee and
beneficiary, This document serves as a fixture filing under applicable law (marked at bottom
left as “1320602”); and

e Account Agreement dated: 02/19/15.

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

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WWW.NIGC.GOV


Charles F. Wood, Chairman

Re: Review of the 2015 Loan Documents for the Chemehuevi Indian Tribe
March 17, 2016

Page 2 of 2

The 2015 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 2015 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 2015 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 2015 Loan Documents: (i) change in any material way prior to
closing; (ii) are not executed; or (iii) are inconsistent with assumptions made herein. Further, this
opinion is limited to the aforementioned 2015 Loan Documents and does not include or extend to
any other agreements not submitted for review.

[anticipate that this letter will be posted on the NIGC’s website. Prior to posting, the
NIGC FOIA Officer will notify you and provide you with an opportunity to identify and request
that information subject to the exemptions under the Freedom of Information Act be redacted or
withheld. A list of the FOIA exemptions may be found at 5 U.S.C. § 552(b).

If you have any questions, please contact Armando Acosta, Senior Attorney, at (202)
632-7003.

Sincerely,

{.
Medel Hoe —
Michael Hoenig
General Counsel

ce: David B. Dehnert, Esq. (via email: ddehnert@ca.rr.com)