Peter Larson

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December 16, 2019

Lewis Roca Rothgerber Christie LLP

201 East Washington St.
Suite 1200
Phoenix, AZ 85004

Re: Review of Loan Documents for the Santa Ynez Band of Chumash Indians

Dear Mr. Larson:

This letter responds to your October 21, 2019 request on behalf of the Santa Ynez
Band of Chumash Indians and the Chumash Casino and Resort Enterprise, for the
National Indian Gaming Commission’s Office of General Counsel to review Transaction
Documents between the Band and Bank of America. Specifically, you have asked for my
opinion whether the Transaction 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:

1, Loan Agreement among the Chumash Casino and Resort Enterprise as Borrower,
Bank of America, as the Administrative Agent and L/C Issuer, the lenders party
thereto and BofA Securities, Inc., as sole Lead Arranger and Book Manager (“Loan
Agreement”), marked in lower left corner with SMRH: 4844-3656-5151.11.

2. Loan Agreement Exhibits and Schedule 5.3 (attached to Loan Agreement). The
following Loan Agreement exhibits, including notes, are referred to herein as the

“Loan Agreement Exhibits”:
Exhibit A Compliance Certificate
Exhibit B Form of Revolving Note
Exhibit C Form of Tax Exempt Note
Exhibit D Request for Loan
Exhibit E [Reserved]
Exhibit F Assignment Agreement
Exhibit G [Reserved]
Exhibit H Pricing Certificate
Exhibit I Form of Continuation/Conversion

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 18.

REGIONAL OFFICES

Portlanel, OR; Sacre

n, DC 20240 Tel: 202.632.7003

.¢, OK; Oklahoma City, OK

Fax: 202.632.7066


Letter to Peter Larson
Re: Review of Loan Documents for the Santa Ynez Band of Chumash Indians

December 16, 2019
Page 2 of 3

Exhibit J [Reserved]

Exhibit K Restricted Accounts
Exhibit L Non-Bank Certificate
ExhibitM — [Reserved]

Exhibit N [Reserved]

Schedule 5.3 Insurance

3. Tribal Non-Impairment Agreement made by the Santa Ynez Band of Mission
Indians in favor of Bank of America, N.A. (“Tribal Non-Impairment Agreement”),
marked in lower left corner as: SMRH: 4830-5305-0273.8.

4. Security Agreement, made by the Chumash Casino and Resort Enterprise in favor
of Bank of America, N.A., for itself and as the administrative agent on behalf of the
Lenders and as collateral agent for the Lender Interest Rate Protection Agreement
Counterparties (“Security Agreement”), marked in lower left corner as:
SMRH:4851-1966-2241-7.

5. Special Deposit Account Control Agreement among the Borrower, in favor of Bank
of America, N.A., as Secured Party, and MUFG Union Bank, N.A., as bank
(“Control Agreement”), marked in upper right corner as: NIGC Draft 10/21/19.

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.

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


Letter to Peter Larson
Re: Review of Loan Documents for the Santa Ynez Band of Chumash Indians

December 16, 2019
Page 3 of 3

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. Id.

If you have any questions, please contact NIGC Senior Attorney Maria Getoff at
(202) 632-7003.

Sincerely,

Meche O4b.=—

Michael Hoenig
General Counsel