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August 8, 2018
VIA FIRST CLASS MAIL AND EMAIL

Mr. Jason Coutant, Esq.
Connor & Winters, LLP
4000 One Williams Center
Tulsa, OK 74172-0148
jeoutant@cwlaw.com

Re: Review of loan documents for the San Carlos Apache Tribe of
the San Carlos Reservation

Dear Mr. Coutant:

This letter responds to your request of June 20, 2018, for the National Indian Gaming
Commission’s Office of the General Counsel to review a loan to the Tribe from CrossFirst Bank.
Specifically, you have asked for my opinion whether the agreements submitted constitute a management
contract requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act and whether this
agreement violates 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”)
which are unexecuted, but were represented to be in substantially final form:

e Loan Agreement among San Carlos Apache Tribal Gaming Enterprise and San Carlos Apache
Tribal Public Recreation Services Authority as Borrowers and CrossFirst Bank as Lender (2018);
excluding exhibits or schedules;

¢ Security Agreement between San Carlos Apache Tribal Gaming Enterprise and CrossFirst Bank
(2018) (granting a lien on gaming collateral); excluding exhibits or schedules;

e Security Agreement between San Carlos Apache Tribal Public Recreation Services Authority and
CrossFirst Bank (2018) (granting a lien on non-gaming collateral); excluding exhibits or
schedules;

Promissory Note ($25,000,000 Term Note) (2018);
Promissory Note ($5,000,000 Revolving Note) (2018);

e Guaranty Agreement between San Carlos Apache Tribe of the San Carlos Reservation as
Guarantor and CrossFirst Bank as Lender (2018); and

e Non-Interference Agreement between San Carlos Apache Tribe of the San Carlos Reservation
and CrossFirst (2018).

The Loan Documents contain terms similar to other agreements the Office of General Counsel
has already reviewed and analyzed. Some of these letters may be found on the NIGC website. Applying
the same analysis here, it is my opinion that collectively the Loan Documents are not management

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


Mr. Jason Coutant

Re: Review of loan documents for the San Carlos Apache Tribe
August 8, 2018

Page 2 of 2

contracts and do not require the approval of the 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
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 Loan Documents listed above. This opinion does not include or extend to any other
agreements or documents not submitted for review, specifically, the schedules and exhibits to the loan
agreement and the two security agreements were not submitted and were not reviewed.

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@nige.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 NIGC Staff Attorney Suzanne Nunn at (202) 632-7013.

Sincerely,

Moho? Moo

Michael Hoenig
General Counsel

ce: Alexander B. Ritchey, Attorney General, San Carlos Apache Tribe
Kevin Parsi, Titla & Parsi, PLLC

*25 C.F.R. §517.7(c).

*5 U.S.C. § 552(b)(4).

°975 F.2d 871 (D.C. Cir. 1992).
“25 CER. § 517.7(0).

Id.