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December 1, 2016

Gene Whitehouse, Tribal Chairperson
United Auburn Indian Community
10720 Indian Hill Road

Auburn, CA 95603

Re: Review of the Loan Documents for the United Auburn Indian Community

Dear Chairman Whitehouse:

This letter responds to the October 5, 2016, request on behalf of the United Auburn
Indian Community 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”):

Second Amended and Restated Loan Agreement (marked 765540569. 12);
Exhibits to the Second Amended and Restated Loan Agreement (marked

765767610.3);
e Grant of Security Interest (Trademarks) (marked 765830567.2); and

e Insurance Schedule 5.3 (marked 765767726.2).

In addition, the Office of General Counsel has previously reviewed and opined upon
documents collateral to the Second Amended and Restated Loan Agreement (“Collateral

Documents”). In 2013, we opined upon:

e Amended and Restated Security Agreement (marked 754118171.3);

e Amended and Restated Restricted Account and Securities Account Control
Agreement (marked 754149157.3); and

e Grant of Security Interest (Trademarks) (marked 754241007.1).

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
management contracts and do not require the approval of the NIGC Chairman.

NATIONAL HEADQUARTERS 90 K St. NE, Suite 200, Washington, OC 20002 Tel: 202.632.7003 Fax: 202.632.7066 www.nice.cov
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Gene Whitehouse, Tribal Chairperson

Re: Review of the Loan Documents for the United Auburn Indian Community
December 1, 2016

Page 2 of 2

It is also my opinion that they do not violate IGRA’s sole proprietary interest
requirement. Moreover, the Loan Documents do not affect the Office of General Counsel’s
opinions as set forth in the 2013 letter related to the Collateral Documents. Accordingly, the
Office of General Counsel’s opinions expressed in the September 23, 2013 letter stands as to the

Collateral Documents.

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 change in any material way prior to closing or are inconsistent with
assumptions made herein. Further, this opinion is limited to the Loan Documents listed above
and does not include or extend to any other agreements.

Please note that it is my intent that this letter be released to the public through the
NIGC’s website. If you have any objection to this disclosure, please provide a written statement
explaining the grounds for the objection and highlighting the information that you believe should
be withheld.' If you object on the grounds that the information qualifies as confidential
commercial information subject to withholding under Exemption Four of the Freedom of
Information Act (FOIA),’ please be advised that the information was voluntarily submitted and,
as such, that any withholding should be analyzed in accordance with the standard set forth in
Critical Mass Energy Project v. NRC? Any claim of confidentiality should also be supported
with “a statement or certification by an officer or authorized representative of the submitter.”*
Please submit any written objection to FOIASubmitterReply@nigc.gov within thirty (30) days
of the date of this letter. After this time elapses, the letter will be made public and objections
will no longer be considered.’ If you need any additional guidance regarding potential grounds
for withholding, please see the United States Department of Justice’s Guide to the Freedom of
Information Act at http://www justice. gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact Staff Attorney Austin Badger at (202) 632-
7003.

Sincerely,

Mecha boy—~
Michael Hoenig
General Counsel

ce: Christine L. Swanick, Sheppard Mullin Richter & Hampton LLP
(via email: CSwanick@sheppardmullin.com)

125 C.F.R. 517.7(6).
? 5 U.S.C. § 552(b)(4).
> 975 F.2d 871 (D.C. Cir. 1992).
{25 CER. § 517.7(c).
* Id.