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August 8, 2018

Randolph A. DelFranco
Holland & Knight

31 West 52" Street
New York, NY 10019

Re: _ Review of Indenture for the Dry Creek Rancheria Band of Pomo Indians
Dear Mr. DelFranco:

This letter responds to your July 5, 2018 request on behalf of the River Rock
Entertainment Authority, an instrumentality of the Dry Creek Rancheria Band of Pomo Indians,
and the Band, for the National Indian Gaming Commission’s Office of General Counsel to
review Financing Documents among the Authority, BSP Special Situations RR Ltd, Landmark
Wall RR Ltd, and The Bank of the West. Specifically, you have asked for my opinion whether
the financing documents constitute a management contract or collateral agreement to a
management contract requiring the NIGC Chair’s approval under the Indian Gaming Regulatory
Act, and whether they violate IGRA’s requirement that a tribe have the sole proprietary interest
in its gaming operation.

In my review, I considered the following submission:

e Loan Agreement among RREA, BSP and Landmark Wall RR Ltd., marked in lower
left hand corner as SMRH:226394708.18;

¢ Security Agreement between RREA and BSP, marked in lower left hand corner as
SMRH:227532845.12;

e Form of Promissory Note, marked in lower left hand corner as SMRH:227735852.3;

¢ Tribal Non-Impairment Agreement by the Tribe in favor of BSP, marked in lower left
hand corner as SMRH:226394718.12;

e Limited Guarantee, by the Tribe in favor of BSP, marked in lower left hand corner as
SMRH:227541268.11;

e Form of Assignment and Assumption Agreement, marked in lower left hand corner as
SMRH:227538849.5;

¢ Deposit Account Control Agreement (Contingent Blocked Agreement among RREA,
The Bank of the West, and Agent, marked in the lower left hand corner as
#58880963_v1;

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¢ Deposit Account Control Agreement (Blocked Agreement) among RREA, The Bank
of the West, and the Agent, marked in the upper right hand corner as NIGC DRAFT
7/16/18 (together, the Financing Documents); and

e Exhibits A, B, C, and E-1 to E-4 to the Loan Agreement, marked in lower left hand
corner as SMRH:227538849.5.

The Financing Documents contain terms similar to other agreements the Office of
General Counsel has reviewed and analyzed that are available on the NIGC website. Applying
the same analysis here, it is my opinion that the Financing Documents are not management
contracts or collateral agreements to a management contract, and do not require the approval of
the Chair. It is also my opinion that the Financing Documents do not violate IGRA’s sole
proprietary interest requirement.

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

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. 25 C.F.R. § 517.7(c). 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), 5 U.S.C. § 552(b)(4), 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, 975 F.2d 871
(D.C. Cir. 1992). Any claim of confidentiality should also be supported with “a statement or
certification by an officer or authorized representative of the submitter.” 25 C.F.R. § 517.7(c).
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. Jd. 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 Senior Attorney Maria Getoff at
(202) 632-7003.

Sincerely,

Niche phere =

Michael Hoenig
General Counsel