December 20, 2019

Allyson G. Saunders
Saunders Law

9854 National Blvd.
No. 283

Los Angeles, CA 90034

Re: Review of Loan Documents between the Bishop Paiute Tribe and Umpqua
Bank

Dear Ms. Saunders:

This letter responds to your November 5, 2019 request on behalf of the Bishop
Paiute Tribe for the National Indian Gaming Commission’s Office of General Counsel to
review Loan Documents between the Tribe and Umpqua Bank. Specifically, you have
asked for my opinion whether the Loan 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 (collectively referred to as
“the Loan Documents”):

e Loan Agreement between Bishop Paiute Tribe as Borrower and Umpqua
Bank as Lender, Marked as OHS Draft 11-5-19 on the first page;
Exhibits, document number 4144-4470-4800.2;

Security Agreement, marked as OHS DRAFT 11/5/19, document number
4132-5594-2432.2;

Guarantee Agreement, marked OHS DRAFT 11/15/19 on the first page;
Promissory Note, document number 4155-3575-4016.1.

The Loan 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 Loan 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 Loan Documents do not
violate IGRA’s sole proprietary interest requirement.

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

REGIONAL OFFICES —Portlancl, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulse, OK; Oklahoma City, OK

WWW.NIGC.GOV


It is my understanding that the Loan 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 Loan 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. See 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 any withholding should be analyzed under the
standard set forth in Food Marketing Institute v. Argus Leader Media, No. 18-481, 2019
WL 2570624, at *7 (U.S., June 24, 2019). Any claim of confidentiality should also be
supported with “a statement or certification by an officer or authorized representative of
the submitter.” See 25 C.F.R. § 517.7(d). 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 have any questions, please contact me at (202) 632-7003.
Sincerely,

Meche? bo

Michael Hoenig
General Counsel