« y
x %
* *
‘ 3
cay e
© com

March 10, 2016

Gwenellen P. Janov

Janov Law Offices, P.C.

901 Rio Grande Boulevard NW, Suite F-144
Albuquerque, NM 87104

Re: _ Review of the Loan Documents for the Pueblo of Tesuque Development
Corporation

Dear Ms. Janov:

This letter responds to the February 13, 2016, request on behalf of the Pueblo of Tesuque
Development Corporation of the Pueblo of Tesuque, New Mexico, for the Office of the General
Counsel, National Indian Gaming Commission, to review certain loan documents. The request
asks for my opinion as to whether the submitted loan documents are management contracts
requiring the NIGC Chairman’s approval pursuant to the Indian Gaming Regulatory Act. The
request also asks for my opinion as to whether 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 Loan
Documents”):

e Loan Agreement between Pueblo of Tesuque Development Corporation and BOKF,
NA, d/b/a Bank of Albuquerque (January __, 2016);

e Security Agreement between BOKF, NA, d/b/a Bank of Albuquerque and Pueblo of
Tesuque Development Corporation (December __, 2015);

e Promissory Note from Pueblo of Tesuque Development Corporation to BOKF, NA,
d/b/a Bank of Albuquerque (December __, 2015);

© Deposit Account Control Agreement (Bank of Albuquerque Deposit Account)
between BOKF, NA, d/b/a Bank of Albuquerque and Pueblo of Tesuque
Development Corporation (December __, 2015); and

e Guaranty from the Pueblo of Tesuque to BOKF, NA, d/b/a Bank of Albuquerque
guaranteeing the Development Corporation’s debt to the Bank (December __, 2015)

The 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.
Applying the same analysis here, it is my opinion that, collectively, the Loan Documents are not

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.coV


Gwenellen P. Janov

Re: Review of the Loan Documents for the Pueblo of Tesuque Development Corporation
March 10, 2016

Page 2 of 2

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 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 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 Loan Documents and does not include or extend to any other agreements.

I 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 Staff Attorney Austin Badger at (202) 632-
7003.

Sincerely,

Michael Hoenig
General Counsel

ce: Maxine R. Velasquez
In-House General Counsel, Pueblo of Tesuque Development Corporation
(Via email: VelasquezRMaxine@aol.com)