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June 28, 2016

Ray Halbritter

Nation Representative

Chief Executive Officer

Turning Stone Resort Casino, LLC
5218 Patrick Road

Verona, NY 13478

Kevin Brickman

Director, Syndicated Finance

KeyBank National Association,
as Administrative Agent

127 Public Square

Cleveland, OH 44114

Re: Review of Turning Stone Casino, LLC Loan Documents and
Response to request for a declination letter

Dear Representative Halbritter and Mr. Brickman:

This letter responds to a letter, dated April 21, 2016, and received April 22, 2016, from
Meghan Murphy Beakman, on behalf of the Oneida Indian Nation (“Nation”), to the National
Indian Gaming Commission (“NIGC”), requesting the NIGC’s review of draft Loan Documents
between the Turning Stone Resort Casino, LLC, the Borrower; banks and other financial
institutions, the Lenders; and the KeyBank National Association, Administrative Agent for the
Lenders, Joint Lead Arranger and Sole Book Running Manager. Specifically, an opinion was
requested from the NIGC’s Office of General Counsel as to whether the Loan Documents
constitute management contracts, or collateral agreements to a management contract, requiring
the NIGC Chair’s approval under the Indian Gaming Regulatory Act (“IGRA”). An opinion was
also requested from the Office of General Counsel as to whether the Loan Documents violate
IGRA’s requirement that a tribe have the sole proprietary interest in, and responsibility for, its
gaming operation.

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

(1) Draft Credit Agreement between Turning Stone Resort Casino, LLC, the Borrower;
The Banks and Other Financial Institutions from Time to Time Parties Hereto, the
Lenders; and KeyBank National Association, the Administrative Agent for the

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


Lenders, Joint Lead Arranger and Sole Book Running Manager
(SMRH:224585911.8/041916, dated 4/19/16, received 4/22/16);

(2) Draft Credit Agreement Exhibits A-1 and A-2, Form Notes
(SMRH:224756763.6/040616, dated 4/19/16, received 4/22/16), including:

o Ex. A-l Form of Revolving Note; and
o Ex. A-2 Form of Swingline Note;

(3) Draft Credit Agreement Exhibit H, Form of Control Agreement
(SMRH:224857245.3/040716, dated 4/19/16, received 4/22/16), including:

o Ex.H Form of Deposit Account Control Agreement;

(4) Draft Security Agreement between Turning Stone Resort Casino, LLC and KeyBank
National Association, as Administrative Agent for itself and for the Secured Parties
(SMRH:224756763.6/040616, dated 4/19/16, received 4/22/160), consisting of:

o EX.E Form of Security Agreement;

(5) Draft Deposit Account Control Agreement among KeyBank National Association, as
Agent, Turning Stone Resort Casino, LLC and Citizens Bank as depository
(SMRH:224756763.6/040616, dated 4/19/16, received 4/22/16); and

(4) Draft Nation Agreement between the Oneida Nation of New York and KeyBank
National Association, as Administrative Agent for the Lenders (SMRH:
224756763.6/040616, dated 4/19/16, received 4/22/16).

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 Documents have been submitted to us as unexecuted drafts in what
has been represented to be substantially final forms. To the extent that 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.

' 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.


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,

Weddo2 Lop

Michael Hoenig
General Counsel

ce: Meghan Murphy Beakman
General Counsel
Oneida Indian Nation