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June 1, 2015

Via U.S. Mail

Mr. Allen Lawson, Chairman

San Pasqual Band of Mission Indians
P.O. Box 365

27458 N. Lake Wohlford Rd.

Valley Center, CA 92082

Re: Review of financing agreements on behalf of the San Pasqual Band of Mission
Indians

Dear Chairman Lawson:

This letter responds to the request on behalf of the San Pasqual Band of Mission
Indians (“the Band”) for the National Indian Gaming Commission’s Office of General
Counsel to review several financing agreements. Specifically, you have asked for an
opinion whether the agreements are management contracts requiring the NIGC Chair’s
approval under the Indian Gaming Regulatory Act. You also 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 documents (collectively “the Financing
Agreements”) submitted as attachments to e-mails sent on behalf of the Band:

1) Credit Agreement, marked NIGC Submission draft 03/18/2015 and
US.55698272.13

2) Fee Letter, dated December 15, 2014

3) Deposit Account Control Agreement, marked NIGC Submission Draft
04/15/2015 and 0184295

4) Morgan Stanley Control Agreement,

5) Exhibits to Credit Agreement, marked NIGC Submission Draft 03/18/2015 and
US.55891492.03,

6) Security Agreement, marked NIGC Submission Draft 03/18/2015 and
US.55713232.02, and

7) Guaranty, marked NIGC Submission Draft 03/18/2015, and US.55713223.02.

The Financing Agreements contain terms similar to other agreements the Office
of General Counsel has already reviewed and analyzed. See
www.nige.gov/Reading_Room/Management_Review_Letters.aspx. Applying the same
analysis here, it is my opinion that collectively the Financing Agreements 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.GOV


Chairman Lawson

Re: Review of financing agreements on behalf of the San Pasqual Band of Mission
Indians

June 1, 2015

Page 2 of 2

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.

It is my understanding that the Financing Agreements are represented to be in
substantially final form with respect to terms affecting this opinion, and if such terms
change in any material way prior to closing or are inconsistent with assumptions made
herein, this opinion shall not apply. Further, this opinion is limited to the Financing
Agreements listed above. This opinion does not include or extend to any other
agreements or documents not submitted for review.

I anticipate that 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 25 U.S.C. § 552(b).

If you have any questions, please contact NIGC Staff Attorney Heather McMillan
Nakai at (202) 632-7003.

Sincerely,

SMA |

Eric Shepard
General Counsel

cc:

Glenn Feldmen
Dickinson Wright PLLC
(via email: GFeldman@dickinson-wright.com)

Gary Kashar
White & Case

(via email: gkashar@whitecase.com)

Aaron J, Harkins
Faegre Baker Daniels
(via email: Aaron.Harkins@FaegreBD.com)