October 19, 2018

Via email: <caw@williamscochrane.com>
And First Class Mail

Cheryl A. Williams, Esq.
Williams & Cochrane LLP
28581 Old Town Front Street
Temecula, CA 92590

Re: Review of the 2018 Transaction Documents for the Pauma Band of Mission Indians

Dear Ms. Williams:

This letter responds to your September 17, 2018 request, on behalf of the Pauma Band of
Mission Indians, for the National Indian Gaming Commission, Office of the General Counsel, to
review certain financial transaction documents and to provide an opinion as to whether or not the
submitted documents are management contracts requiring the NIGC Chairman’s approval
pursuant to the Indian Gaming Regulatory Act of 1988. You have also asked for my opinion as
to whether or not these documents violate 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 2018
Transaction Documents”):

e Amended and Restated Credit Agreement Dated as of [__], 2018 among Pauma Band of
Mission Indians (a/k/a The Pauma Band of Luiseno Mission Indians of the Pauma & Yuima
Reservation, California and the Pauma-Yuima Band of Mission Indians), as the Borrower,
Capital One, National Association, as Administrative Agent and the other Lenders party
hereto, Capital One, National Association, as Sole Lead Arranger and Sole Bookrunner
(marked at bottom left as “SMRH:486980148.4” and at top right as “DRAFT 8/27/2018”);

e Exhibit A to Credit Agreement, Assignment and Assumption (marked at bottom left as
“SMRH:483847306.2” and at top right as “DRAFT 8/7/2018”);

¢ Exhibit B to Credit Agreement, Form of Compliance Certificate (marked at bottom left as
“SMRIT:483908525.3” and at top right as “DRAFT 8/7/2018”);

e Exhibit C to Credit Agreement, Form of Loan Notice (marked at bottom left as
“SMRH:484060021.3” and at top right as “DRAFT 8/7/2018”);

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop # 1621 Washington, DC 20240 Tol: 202.632.7003 Fax: 202.632.7056

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa OK; Oklahoma City, OK
WWW.NIGC.Gov


Cheryl A. Williams, Esq.

Re: Review of the 2018 Transaction Documents for the Pauma Band of Mission Indians
October 19, 2018

Page 2 of 3

e Exhibit D to Credit Agreement, Form of Term Note (marked at bottom left as
“SMRH:483853450.3” and at top right as “DRAFT 8/7/2018”);

e Springing Depository Waterfall Agreement (marked at bottom left as
“SMRH:487421 447.2”);

e Security Agreement (marked at bottom left as “SMRH:483741324.3” and at top right as
“DRAFT 8/7/2018”);

e Deposit Account Control Agreement (marked at bottom left as “SMRH:483966765.4” and at
top right as “DRAFT 8/7/2018”);

e Deposit Account Control Agreement (marked at bottom left as “SMRH:487410889.2” and at
top right as “DRAFT 8/7/2018”); and

e Deposit Account Control Agreement (marked at bottom left as “SMRH:487411968.2” and at
top right as “DRAFT 8/7/2018”).

The 2018 Transaction Documents contain terms similar to other agreements that OGC
has previously reviewed and analyzed. Some of these opinion letters may be found on the
NIGC’s website located at <www.nigc.gov>. Applying the same analysis here, it is my opinion
that, collectively, the 2018 Transaction Documents are not management contracts and do not
require the approval of the NIGC Chairman. It is also my opinion that they do not violate
IGRA’s sole proprietary interest requirement.

This opinion shall not apply if the 2018 Transaction Documents change in any material
way prior to closing or are inconsistent with assumptions made herein. Further, this opinion is
limited to the aforementioned 2018 Transaction Documents and 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. 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 4 of the Freedom
of Information Act, 5 U.S.C. § 552(b)(4), please be advised that the information was voluntarily
submitted and, as such, any request to withhold will 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@nigc.gov> within thirty (30) calendar 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>.



Cheryl A. Williams, Esq.
Re: Review of the 2018 Transaction Documents for the Pauma Band of Mission Indians

October 19, 2018
Page 3 of 3

If you have any questions, please contact Armando Acosta, Senior Attorney, at (202)
632-7003.

Sincerely,

Michael Hoenig
General Counsel