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July 10, 2015

Mr. Timothy Williams, Chairman
Fort Mojave Indian Tribe

500 Merriman Avenue

Needles, California 92363

Re: Review of financing documents for the Fort Mojave Indian Tribe

Dear Chairman Williams:

This letter responds to the Fort Mojave Indian Tribe’s (Tribe) 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 Chair's approval under the Indian Gaming Regulatory Act (IGRA). 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.

Inmy review, I considered the following submissions (collectively, “the Financing
Documents”) all unexecuted, but represented to be in substantially final form:

° Credit Agreement among the Fort Mojave Indian Tribe, Avi Casino Enterprise,
Inc., and Compass Bank d/b/a BBVA Compass, marked at the top right “NIGC
Submission Draft (6/19/15)”;

° Security Agreement among the Fort Mojave Indian Tribe, Avi Casino
Enterprise, Each of the other Grantors, and Compass Bank d/b/a BBVA Compass,
marked at the top right “NIGC Submission Draft (5/7/15)”;

° Deposit Account Control Agreement among Avi Casino Enterprise, Inc.,
Compass Bank d/b/a BBVA Compass, and Bank of America, N.A., marked
“NIGC Submission Draft (6/19/15)(Account — With Activation).”

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
Chair. It is also my opinion that they do not violate IGRA's sole proprietary interest
requirement.

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 Williams

July 10, 2015
Page 2 of 2

I understand that the Financing Documents 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. This opinion does not include or extend to any other
agreements.

L 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 Staff Attorney Rea Cisneros at (202)
632-7003.

Sincerely,

ED J

EricN Shepard
General Counsel

cee Mr. David Wolff, General Counsel, Fort Mojave Indian Tribe (via email)
Mr. Lucas Foletta, McDonald Carano Wilson LLP (via email)
Aaron J. Harkins (via email)