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June 17, 2016

Townsend Hyatt, Esq.

Orrick Herrington & Sutcliffe, LLP
1120 NW Couch Street

Suite 200

Portland, OR 97209

Re: Response to request for review of Loan Documents between the Torres Martinez
Desert Cahuilla Indians (“Tribe”), the Torres Martinez Gaming Corporation (“the
Borrower”), the Sélnek-i8 Tem-A1 Corporation (“the Parent Corporation”) and the
Mutual of Omaha Bank (“Lender”), and for issuance of a declination letter

Dear Attorney Hyatt:

This letter responds to your letter, dated May 4, 2016, to the National Indian
Gaming Commission on behalf of the Torres Martinez Desert Cahuilla Indians, the
Torres Martinez Gaming Operation, the Sélnek-i3 Tem-Al Corporation and the Mutual of
Omaha Bank requesting our review of drafts of a Loan Agreement, Security Agreements,
and other related documents between the above parties. Specifically, you ask for an
opinion from the NIGC’s Office of General Counsel that the Loan Agreement and related
documents do not, individually or collectively, constitute a management contract
requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act. You also
ask for an opinion that the Loan Agreement and related documents do not violate IGRA’s
requirement that a tribe have the sole proprietary interest in any of its gaming operations.

With your letter, you provided the NIGC with drafts of the above-referenced Loan
Agreement and related documents (collectively, “the Loan Documents”). On June 3,
2016, you provided us with revised drafts of the Loan Agreement and the Deposit
Account Control Agreement. In response to your May 4" request, I have reviewed and
considered the following draft documents:

(1) Loan Agreement, dated May 4, 2016, with the following exhibits and
schedules, dated June 3, 2016:

o Ex.A Form of Compliance Certificate
o Ex.B Form of Promissory Note

o Ex.C Request for Loan

o Sch. 1.1 Real Property

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


o Sch. 4.11 Litigation

o Sch. 4.20 Environmental Matters

o Sch. 4.28 Required Approvals, Permits, Etc.

o Sch. 4.30 Subsidiaries

o Sch. 4.31 Agreements to Sell Assets, Etc.

o Sch. 4.33 Accounts

o Sch. 4.38 Existing Non-Recourse Debt

o Sch. 4.39 Capital Leases, Operating Leases and Gaming Device
Agreements

o Sch. 5.3 Insurance Requirements

o Sch. 6.6 Existing Liens

o. Sch. 6.7 Existing Recourse Debt;

(2) Security Agreement, dated May 4, 2016, between the Borrower, the Torres
Martinez Gaming Corporation, and the Lender, the Mutual of Omaha Bank;

(3) Security Agreement, dated May 4, 2016, between the Tribe, the Parent
Corporation and the Lender;

(4) Tribal Agreement, dated May 4, 2016, between the Tribe, the Parent
Corporation and the Lender;

(5) Deposit Account Control Agreement, dated June 3, 2016, between the
Borrower, the Lender and the depository bank, Pacific Premier Bank; and

(6) Consent to Enter Trust Lands between the Tribe and the Lender, dated May 4,
2016.

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 each of the Loan Documents has been submitted to us as an unexecuted
draft in what has been represented to be substantially final form. To the extent that these
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 Staff Attorney Katherine Zebell at (202)
632-7003.

Sincerely,

MeauQ deo -—

Michael Hoenig
General Counsel

ec: (1) Eugene Madrigal, Esq.,
Counsel for the Torres Martinez
Gaming Corporation and the
Sélnek-i Tem-Al Corporation
(2) Thomas Weathers, Esq.,
Counsel for the Tribe