uae 'No,

gy,
Ona

N, er
S comN
July 22, 2015

Cindy A. Kiersnowski

Leger Law & Strategy, LLC
414 Old Taos Highway
Santa Fe, New Mexico 87501

Re: Review of 2015 Loan Documents for the Santa Clara Development Corporation
Dear Attorney Kiersnowski:

This letter responds to your April 29, 2015 letter to the Office of General Counsel of the National
Indian Gaming Commission (“NIGC”) on behalf of the Santa Clara Development Corporation (“SCDC”),
a tribally chartered corporation wholly owned by the Pueblo of Santa Clara. In your letter, you ask us to
review a Loan Agreement, and related financing documents, to determine whether, under the Indian
Gaming Regulatory Act (“IGRA”), the documents collectively constitute a management contract
requiring the approval of the Chairman of the NIGC.

Ihave reviewed and considered the following documents, which were submitted to us in
connection with your request:

e Second Amended and Restated Loan Agreement (“LA”) draft, dated July 16, 2015, with the
following Exhibits:

o Ex.A Schedule of Litigation, Etc.;

o Ex.B Form of Compliance Certificate;

o Ex.C Amended and Restated (Hotel) Guaranty;
o Ex.D Golf Course Guaranty Reserve;

¢ Amended and Restated Security Agreement draft, dated July 2015;
e Amended and Restated Promissory Note (Golf Course) draft, dated July 2015;

© Second Amended and Restated Deposit Account Control Agreement (Bank of Albuquerque
Deposit Account) draft, dated July 2015;

e Second Amended and Restated Deposit Account Control Agreement (Century Bank Deposit
Account) draft, dated July 2015; and

e¢ Deposit Account Control Agreement draft, dated April 2015.

A number of related documents, previously reviewed by the Office of General Counsel and
determined not to be management contracts requiring review and approval by the NIGC’s Chair, are
incorporated by reference in the above, unexecuted documents and were also submitted to us. They are as
follows:

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


e Amended and Restated Promissory Note, dated June 26, 2012;

e Subordination Agreement, dated September 30, 2009;

e Subordination and Intercreditor Agreement, dated December 14, 2010;

e Amended and Restated Deposit Account Control Agreement, dated June 26, 2012;

e First Amendment to Amended and Restated Leasehold Mortgage, Security Agreement and
Financing Statement, dated June 26, 2012; and

o BIA Document Recording Transmittal, showing BIA approval on September 21,
2012, and recorded in Division of Land Titles and Records, Albuquerque, NM, on
October 10, 2012.

It is our understanding that the Bank and the SCDC have entered into this Second Amended and
Restated Loan Agreement to (1) restate the terms of existing Hotel construction, Casino construction and
related loans made by the Bank to the SCDC; and to (2) assume, and refinance, an existing Golf Course
construction loan made by a previous lender to the SCDC. The Golf Course loan is a BIA-guaranteed
loan and will remain so under the Loan Agreement.

Based upon my review of the Second Amended and Restated Loan Agreement and the related
financing documents, it is my opinion that they do not collectively constitute a management contract
requiring the approval of the NIGC Chair.

My opinions are limited to the above-listed documents and cannot be relied upon to apply to, or
include, any other agreements, even if they are referenced in the documents. Additionally, it is my
understanding that the above financing documents, although unexecuted, are in substantially final form.
If the documents change in any material way prior to execution, or are inconsistent with any assumptions
made herein, these opinions shall not apply.

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

If you have any questions, please contact Attorney Katherine Zebell at (202) 632-7003.

Sincerely,

CMA

Eric N. Shepard
General Counsel

cc: William C. Scott, Esq.
Modrall Sperling Lawyers
John M. Valentine
Bank of Albuquerque