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December 29, 2014

Via Email and U.S. Mail

Mr. Sam Cohen

Government and Legal Specialist
Santa Ynez Band of Chumash Indians
P.O. Box 517

Santa Ynez, CA 93460 -

Re: Review of amended and restated financing agreements on behalf of the Santa
Ynez Band of Chumash Indians

Dear Mr. Cohen:

This letter responds to the request on behalf of the Santa Ynez Band of Chumash
Indians (“the Tribe”) for the National Indian Gaming Commission’s Office of General
Counsel to review several amended and restated Joan agreements. Specifically, you have
asked for an opinion whether these agreements are management contracts requiring the
NIGC Chair’s approval under the Indian Gaming Regulatory Act. You also asked for an
opinion whether the agreements violate IGRA’s requirement that a tribe have the sole
proprietary interest in its gaming operation.

In my review, I considered the following documents (collectively “the Financing
Agreements”) submitted as attachments to e-mails sent on behalf of the Tribe:

1. Second Amended and Restated Loan Agreement, marked as OHUSA:
758906275.8;

2. Exhibit A to Second Amended and Restated Loan Agreement entitled
“Compliance Certificate;” :

3. Exhibit B to Second Amended and Restated Loan Agreement entitled “Amended
and Restated Revolving Note;”

4, Exhibit C to Second Amended and Restated Loan Agreement entitled “Amended
and Restated Tax Exempt Note;”

5. Exhibit D to Second Amended and Restated Loan Agreement entitled “Request
for Loan;”

6. Exhibit E to Second Amended and Restated Loan Agreement entitled “Request
for Swing Line Loan;”

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Mr. Sam Cohen
Re: Review of financing agreements on behalf of the Santa Ynez Band of Chumash

Indians
December 29, 2014
Page 2 of 3

7. Exhibit F to Second Amended and Restated Loan Agreement entitled
“Assignment Agreement;”

8. Exhibit G to Second Amended and Restated Loan Agreement entitled “Amended
and Restated Swing Line Note;”

9. Exhibit H to Second Amended and Restated Loan Agreement entitled “Pricing
Certificate;”

10. Exhibit I to Second Amended and Restated Loan Agreement entitled “Notice of
Continuation/Conversion;”

11. Exhibit J to Second Amended and Restated Loan Agreement entitled “Casino
Reserves Fund Investment Policy:”

12. Exhibit K to Second Amended and Restated Loan Agreement entitled “Restricted
Accounts;”

13. Exhibit L to Second Amended and Restated Loan Agreement entitled “Form of
Non-Bank Certificate;”

14. Exhibit M to Second Amended and Restated Loan Agreement entitled “Request
for Reallocation Revolver to Tax Exempt;”

15. Exhibit N to Second Amended and Restated Loan Agreement entitled “Request
for Reallocation Tax Exempt to Revolver;”

16. Amended and Restated Control Agreement — First Republic Trust, marked as
OHSUSA: 759011739.2;

17. Second Amended and Restated Control Agreement — Santa Barbara Bank and
Trust, marked as OHSUSA: 75901 1663.2;

18. Second Amended and Restated Control Agreement — Rabobank, marked as
OHSUSA: 759011708.2;

19. Second Amended and Restated Tribal Agreement, marked as
OHSUSA:758997888.3;

20. Amended and Restated Control Agreement — Wells Fargo;

21. Second Amended and Restated Security Agreement, marked as OHUSA:
758997727.2;

22. Sovereign Immunity Agreement, marked as OHSUSA: 759011505.2; and

23, Schedule 5,3 — Insurance Requirements, marked as OHSUSA: 750734037.4.

The Financing Agreements contain terms similar to other agreements the Office
of General Counsel has already reviewed and analyzed. See
www.nige.gov/Reading_Room/Management_Review_Letters.aspx. Applying the same
analysis here, it is my opinion that collectively the Financing Agreements are not
management contracts and do not require the approval of the Chair. It is also my opinion
that they do not violate IGRA’s sole proprietary interest requirement.


Mr. Sam Cohen
Re: Review of financing agreements on behalf of the Santa Ynez Band of Chumash

Indians
December 29, 2014
Page 3 of 3

It is my understanding that the Financing Agreements are represented to be in
substantially final form with respect to terms affecting this opinion, and if such terms
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
Agreements listed above. This opinion does not include or extend to any other
agreements or documents not submitted for review.

I anticipate that this letter will be posted to the NIGC’s website. Prior to posting,
NIGC will notify you and give you an opportunity to identify and request that
information subject to the exemptions under FOIA be redacted or withheld. A list of the
FOIA exemptions may be found at 25 U.S.C. § 552(b).

If you have any questions, please contact John Hay at (202) 632-7003.

Sincerely,

Eric Shepard
General Counsel (Acting)

ce: Glenn Feldman (GF'eldman(@dickinson-wright.com)
Ramon P. Galvan (rgal van(@ortick.com)