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April 1, 2015

Robert Smith, Chairman
Pala Band of Mission Indians
PMB 50

35008 Pala Temecula Road
Pala, CA 92059

Fax: (760) 742-1411

Re: _ Review of loan documents for the Pala Band of Mission Indians
Dear Chairman Smith:

This letter responds to your request of February 16, 2015 that requested on behalf
of the Pala Band of Mission Indians (Tribe) for the National Indian Gaming
Commission’s Office of General Counsel to review a development agreement and related
documents between the Tribe and Band of America and other lenders. Specifically, you
have asked for my opinion whether the agreement constitutes a management contract
requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act and
whether the 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:

° Fourth Amended and Restated Credit Agreement (Credit Agreement),
without exhibits, marked at the bottom left as “SMRH:435825036.9”.

° Revolving Credit Note, marked at the bottom left as
“SMRH:435971477.3”.
Revolving Credit Note, marked at the bottom left as “SMRH:436135308”.
Revolving Credit Note, marked at the bottom left as
“SMRH:436135587.1”.

e Revolving Credit Note, marked at the bottom left as
“SMRH:436135516.1”.

° Revolving Credit Note, marked at the bottom left as
“SMRH:436135398.1”.

. Tax Exempt Note Series 20[__], marked at the bottom left as
“SMRH:436323213.4”.

° Amended and Restated Deposit Account and Sweep Investment Control
Agreement, marked at bottom left as “(DACA-STD-ARAN (Revised 03-
15-10).

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

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WWW.NIGC.GOV


Robert Smith, Chairman

Re: Review of loan documents for the Pala Band of Mission Indians
April 1, 2015

Page 2 of 2

e Fourth Amended and Restated Security Agreement (Security Agreement),
marked at bottom left as “SMRH:435977107.4”.

The Loan Documents contains terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed. See
www.nigc.gov/Reading_Room/Management_Review_Letters.aspx. Applying the same
analysis here, it is my opinion that the Loan Documents are not 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 Loan Documents are represented to be in
substantially final form with respect to terms affecting this opinion. If the Loan
Documents change in any material way prior to closing, this opinion shall not apply.
Further, this opinion is limited to the Loan Documents listed above and 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,
the 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 Esther Dittler at
(202) 420-9229.

Sincerely,

—_ \ ,
Gin bral

Eric Shepard

Acting General Counsel