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November 20, 2015

Chairwoman Claudia Gonzales

Picayune Rancheria of the Chukchansi Indians
8080 North Palm Avenue

Fresno, CA 93711

Re: Review of financing documents for Picayune Rancheria of Chukchansi Indians
Dear Chairwoman Gonzales:

This letter responds to the Picayune Rancheria of Chukchansi Indians’ request for the
National Indian Gaming Commission’s Office of General Counsel to review several agreements
for the refinancing of existing debt related to the Tribe’s gaming enterprise. The Tribe has asked
for an opinion whether these agreements are management contracts requiring the NIGC
Chairman’s approval under the Indian Gaming Regulatory Act. The Tribe also has 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 submissions (collectively, “the Financing
Documents”) all unexecuted, but represented to be in substantially final form:

e Credit Agreement(L&W Draft 11/17/15; CH\2069551.17);
e Principal Offices (blank) (Appendix A to Credit Agreement);

Form of Note (EXHIBIT A to Credit Agreement; CH\2101078.2);

Form of Funding Notice (EXHIBIT B to Credit Agreement; CH\2101078.2);

Form of Guaranty (EXHIBIT C-1 to Credit Agreement; CH\2103660.4);

Form of Assignment and Acceptance (Exhibit F-1 to Credit Agreement;

CH\2101057.2);

¢ Standard Terms and Conditions for Assignment and Acceptance (Annex 1 to
Assignment and Acceptance; CH\2101057.2);

e Form of Affiliated Assignment Notice (EXHIBIT F-2 to Credit Agreement;
CH\2103364.2);

e Form of Lender Addendum (EXHIBIT G to Credit Agreement; CH\2101078.2);

e Form of US Tax Compliance Certificate (Exhibit H-1 to Credit Agreement;

coc ee

CH\2101602.2);
e Form of US Tax Compliance Certificate (Exhibit H-2 to Credit Agreement;
CH\2101602.2);
« Form of US Tax Compliance Certificate (Exhibit H-3 to Credit Agreement;
CH\2101602.2);
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WWW.NIGC.GOV


Letter to Chairwoman Gonzales

Re: Chukchansi Financing Documents
November 20, 2015

Page 2 of 3

e Form of US Tax Compliance Certificate (Exhibit H-4 to Credit Agreement;
CH\2101602.2);

e Form of Subordinated Intercompany Note (Exhibit K to Credit Agreement;
CH\2101076.2);

e Insurance Requirement (Exhibit J to Credit Agreement; CH\2158621.2);

e Schedule 3.18 — Insurance (CH\2158621.2);
e Security Agreement (L&W Draft 8/11/15; CH\2069238.4);

¢ Joinder Agreement (ANNEX I to SECURITY AGREEMENT; SD\817436.15;
CH\2069238.3);

¢ Security Agreement Supplement (EXHIBIT A to Security Agreement;
CH\2069238.3);

e Uncertificated Securities Control Agreement (EXHIBIT C to SECURITY
AGREEMENT; CH\2069238.3);

e Termination of Control Agreement letter (Exhibit A to Uncertificated
Securities Control Agreement; CH\2069238.3);
e Amended and Restated Deposit Account Control Agreement (CH\2114620.4);

° Notice of Default letter (Exhibit A; CH\2114620.4);

e Notice of Tribal Default letter (Exhibit B; CH\2114620.4);

¢ Termination of DACA letter (Exhibit C; CH\2114620.4);.

e Disbursement Agreement (L&W Draft 10/30/15; CH\2104794.11);

e Form of Withdrawal Certificate (Exhibit A to the Disbursement Agreement;
CH\2113093.4 Exhibits to Disbursement Agreement);

« Form of Distribution Certificate (Exhibit B to the Disbursement Agreement;
CH\2113093.4 Exhibits to Disbursement Agreement);

e Re-Opening Budget Amendment Certificate (Exhibit C to the Disbursement
Agreement; CH\2113093.3; CH\2113093.4 Exhibits to Disbursement
Agreement);

e Disbursement Request (Exhibit D to the Disbursement Agreement;
CH\2113093.3; CH\2113093.4 Exhibits to Disbursement Agreement);

¢ Certificate of Re-Opening Consultant (Exhibit D-13; CH\2113093.4);

e Re-opening Date Certificate (Exhibit E to the Disbursement Agreement;
CH\2113093.4 Exhibits to Disbursement Agreement);

e Intellectual Property Security Agreement (L&W Draft 8/13/2015; CH\2105330.4);
e Intercreditor Agreement (L&W DRAFT 10/30/15; CH\2101082.10);

e [FORM OF] GRANTOR JOINDER AGREEMENT (L&W DRAFT
7/24/15;CH\2101082.4);

e Forbearance and Accommodation Agreement (LRR DRAFT DATED: AUGUST 26,

2015; Accommodation Agreement 6456727.3);

e Second Supplemental Indenture (LRR DRAFT DATED: November 4, 2015;

6591178_6); and

« UMB Bank, National Association, Fee Letter (CH\2141297.3).



Letter to Chairwoman Gonzales

Re: Chukchansi Financing Documents
November 20, 2015

Page 3 of 3

The Financing Documents 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 the
Financing Documents are not management contracts and do not require the approval of the
Chairman. It is also my opinion that they do not violate IGRA’s sole proprietary interest
requirement.

I note that the Financing Documents have been submitted as unexecuted drafts that are 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 and does not include or
extend to any other agreements.

I anticipate 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

5 U.S.C. § 552(b).

If you have any questions, please contact NIGC Associate General Counsel Heather
Corson at (202) 632-7003.

Sincerely,

Medna ee -—

Michael Hoenig
General Counsel

cc: John Peebles
Frederick, Peebles, & Morgan LLP
(via email: jpeebles@ndnlaw.com)