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January 29, 2016

Anthony Scott Canty, Esq.
Attorney General

Office of the Attorney General
Yavapai-Apache Nation

2400 West Datsi Street

Camp Verde, AZ 86322

Re: Review of Loan Agreement and related documents between the Yavapai-Apache Nation
and BOKF, NA d/b/a Bank of Arizona, and response to request for declination letter

Dear Attorney General Canty:

This letter responds to your letter, dated November 20, 2015, and received November 23,
2015, on behalf of the Yavapai-Apache Nation to the National Indian Gaming Commission for
review of a draft Loan Agreement, Security Agreement, and other related documents between
the Yavapai-Apache Nation and the Cliff Castle Casino, and the Bank of Arizona, as primary
lender and administrative agent. Specifically, you asked for an opinion from the NIGC’s Office
of General Counsel as to whether the documents constitute management contracts, or collateral
agreements to a management contract, requiring the NIGC Chair’s approval under the Indian
Gaming Regulatory Act (“IGRA”). You also asked for an opinion as to whether the documents
violate IGRA’s requirement that a tribe have the sole proprietary interest in, and responsibility
for, its gaming operation.

From January 19-28, 2016, you provided the NIGC with an updated draft of the above-
referenced Loan Agreement, along with revised versions of many of the previously submitted
documents and some new documents.

In response to your request, I reviewed and considered the following submissions
(collectively, the “Loan Documents”):

(1) Draft Loan Agreement (#22243588.18, received 1-28-16), with the following exhibits
and schedule:

o Ex.A Legal Description;

o Ex.B Site Plan;

o Ex.C Construction Budget;

o Ex.D Borrower Compliance Certificate;

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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o Ex.E Construction Loan Advance Request Form;

o Ex.F RLOC Facility Advance Request Form;

o E.G Assignment;

o Ex.H Form of Term Loan Note/Promissory Note;

o Ex.I Form of Construction Note/Promissory Note;

o Ex.J Form of RLOC Note/Promissory Note (RLOC Facility); and
o Sch. 5.9 Insurance Amounts, Deductibles and Appraiser List.

(2) Promissory Note (Term Loan) with Bank of Arizona (#23078239, received
1-19-16);

(3) Promissory Note (Term Loan) with U.S. Bank Nat’! Assn. (#23078270, received
1-19-16);

(4) Promissory Note (Construction Facility) with Bank of Arizona (#230783 10, received
1-19-16);

(5) Promissory Note (Construction Facility) with U.S. Bank Nat’l Assn. (#23078376,
received 1-20-16);

(6) Promissory Note (RLOC Facility) with Bank of Arizona (#23078407, received
1-19-16);

(7) Promissory Note (RLOC Facility) with U.S. Bank Nat'l Assn. (#23078475, received
1-19-16);

(8) Security Agreement (#18265261.3, received 1-19-16), with the following schedule:
© Schedule I;

(9) Nation Fee Letter, dated December 9, 2015 (#22667366.2, received 1-19-16);

(10) UCC Financing Statement (Form UCC-1), with Exhibit A (422382864, received
1-20-16);

(11) Closing Certificate of Borrower (#22361298.4, received 1-19-16), with the following
exhibits and schedule:

o ExXA Constitution;

o Ex.B Tribal Council Resolution No. 107-15, Approving Loan;

o Ex.C Tribal-State Gaming Compact;

o Ex.D Secretary of Interior Approval of Compact;

o Ex.E Gaming Ordinance;

o Ex.F National Indian Gaming Commission Approval of Gaming
Ordinance;

o Ex.G Council Resolution Approving Amendment to Title 36, Cliff

Castle Casino Business Code;

2


o Ex.H Gaming License;
o Ex.I Arbitration Code; and
° Sch. 17 Fee Arrangement;

(12) Certificate of Hazardous Waste, signed on 1-15-16 (#22378038.4, received
1-19-16);

(13) Tribal Council Resolution No. 188-15, Approving Treasury Documents between
Nation and Bank of Arizona, (#22593024.4, received 1-19-16); and

(14) Addendum to Master Agreement for Treasury Services (#22592995.3, received
1-19-16).

The Loan Documents contain terms similar to other agreements the Office of General
Counsel has reviewed and analyzed in the past.’ Applying the same analysis here, it is my
opinion that the Loan Documents are not management contracts, or collateral agreements to a
management contract, and, therefore, do not require the approval of the NIGC’s Chairman. It is
also my opinion that they do not violate IGRA’s sole proprietary interest mandate.

I note that the Loan Agreement has been submitted to us as an unexecuted draft in what
has been represented to be substantially final form. To the extent that this document or any of the
Loan Documents change in any material way, this opinion shall not apply. Additionally, this
opinion applies only to the existing Loan Documents, and does not apply to any missing
documents or future documents incorporating extensions, modifications, supplements or other
changes to the Loan Documents.

I anticipate that this letter will be posted to the NIGC’s website. Prior to the letter’s
posting, the NIGC Freedom of Information Act (“FOIA”) Officer will notify you to give you an
opportunity to identify and request that any information, which may be exempted under FOIA,
be redacted or withheld. A list of the FOIA exemptions may be found at 5 U.S.C. § 552(b).

If you have any questions, please contact Attorney Katherine Zebell at (202) 632-7003.
Sincerely,

f) .
Mehra! Abe,

Michael Hoenig
General Counsel

ec: Mark D. Ohre, Esq.
Counsel for GOKF, NA d/b/a
Bank of Arizona

" See the NIGC website for previously issued advisory opinion letters issued by NIGC General Counsel as to
whether specific agreements between tribes and third parties constitute management contracts under IGRA and/or
violate IGRA’s sole proprietary interest mandate.