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October 18, 2018

Via First Class Mail and Email

Chairman Robert Martin
Morongo Band of Mission Indians
12700 Pumarra Road

Banning, CA 92220

Re: Review of Financing Documents for Morongo Band of Mission Indians

Dear Chairman Martin:

This letter responds to your October 11, 2018 request for an updated declination letter
from the National Indian Gaming Commission’s Office of General Counsel (OGC) based on our
review of updated financing documents between the Morongo Band of Mission Indians
(Borrower), U.S. Bank National Association (Collateral Trustee), and Barclays Capital Inc. and
Tribal Capital Markets, LLC (Initial Purchasers). The financing documents submitted with this
request are substantially similarly to documents that were reviewed by OGC when it issued a
previous declination letter to the Tribe on August 28, 2018. Because the limited changes do not
implicate management or sole proprietary interest concerns, our previous opinion is unchanged.

Specifically, you have asked for my opinion whether the updated documents are
management contracts or collateral agreements requiring the NIGC Chair’s approval under the
Indian Gaming Regulatory Act (IGRA). You also asked for my opinion whether the financing
documents violate IGRA’s requirement that the Tribe have the sole proprietary interest in its

gaming activity.

In my review, I considered the following submissions (collectively, “the Financing
Documents”) all of which are unexecuted, but were represented to be in substantially final form:

Note Purchase Agreement (“CHI 69249650v30” in bottom left corner);

Collateral Trust Agreement (“4135-7607-4518.13” in bottom left corner);

Security Agreement (“4823-3662-6540.13” in bottom left corner);

Indenture (“4154-4879-2083.17” in bottom left corner);

Deposit Account Control Agreement (“4827-6112-2158.9” in bottom left corner);
Tax-Exempt Bonds Purchase Agreement (“4124-4270-5942.9” in bottom left corner);
Taxable Bonds Purchase Agreement (“4140-4106-4216.3” in bottom left corner); and
First Supplemental Indenture (“4126-2115-2024.4” in bottom left corner)

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2.632.7003 Fax: 202.632.7066

hington, DC 20240

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, M

REGIONAL OFFICES nd, OR; Sacramento, CA; Pho N; Tulsa, OK; Oklahoma City, OK

WWW.NIGC.GOV


Letter to Chairman Martin

Review of Financing Documents for Morongo Band of Mission Indians
October 18, 2018

Page 2 of 3

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

It is my understanding that the drafts are represented to be in substantially final form, and
if the Financing Documents 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 Documents listed above. This opinion does not include or extend to any other
agreements 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.! 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 FOLASubmitterReply@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/dojguide-freedom-information-act-0.

If you have any questions, please contact NIGC Legal Fellow Melissa Thevenot at (202)
632-0294 or by email at melissa_thevenot@nigc.gov.

Sincerely,

Mecho Hla

Michael Hoenig
General Counsel

''25 C.F.R. § 517.7(c).

25 US.C. § 552(b)(4).

> 975 F.2d 871 (D.C. Cir, 1992).
425 C.F.R. § 517.7(c).

5 Id.


Letter to Chairman Martin

Review of Financing Documents for Morongo Band of Mission Indians
October 18, 2018

Page 3 of 3

Cc: April C. Wilson, Legal Assistant, awilson@morongo-nsn.gov
Kimberly Cluff, In-House General Counsel, kcluff@morongo-nsn.gov
Tony Hughes, Barclays Capital Inc., tony.hughes@barclays.com
Naomi J. Barnes, Kutak Rock LLP, naomi.barnes@kutakrock.com