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January 31, 2017

Glenn M. Feldman

Dickinson Wright PLLC

1850 North Central Avenue, Suite 1400
Phoenix, AZ 85004-4568

Re: Review of Financing Documents for the Cabazon Band of Mission Indians

Dear Mr. Feldman:

This letter responds to your December 30, 2016 request on behalf of the Cabazon
Band of Mission Indians (Tribe) for the National Indian Gaming Commission’s Office of
General Counsel to review financing documents between the Tribe and Credit Suisse AG as
lender, administrative agent and collateral agent, and as yet unidentified potential lenders.
Specifically, you have asked for my opinion whether the financing documents constitute 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 submissions (collectively, “the
Agreements”), which were represented to be in substantially final form:

° BRB evolving Credit and Term Loan Agreement among East Valley
Tourist Development Authority as Borrower, The Cabazon Band of Mission
Indians, as the Tribe and The Lenders Party Hereto, as Lenders and Credit
Suisse AG, New York Branch, as Administrative Agent and Collateral Agent,
marked in the lower left hand corner as US-DOCS\733 10806,6-87501308.1
and select red-lined pages marked as US-DOCS/8501308;

* Exhibits to the Credit Agreement, marked in the lower left hand corner as
US-Does\74638242.4-87328292. | and red-lined pages marked as US-
Docs\74638242.4-587498365.1;

* Security Agreement among East Valley Tourist Development Authority as
Borrower and Grantor and The Cabazon Band of Mission Indians, as Tribe
and Grantor and Each of the Other Grantors Party Hereto, as Grantors and
Credit Suisse AG, New York Branch, as Collateral Agent, marked in the
lower left hand comer as US-DOCS\73606356.3-87498098.1;

¢ Intellectual Property Security Agreement, marked in the lower left hand
corner as US-Docs\73721704.6; and

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C treat NW, Mail Siop # 1621 Washington, OC 20240 Tel: 202.632.7003 Fax: 202.632.7066
REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; SI. Paul, MN; Tulse OK; Oklohoma City, OK
WWW.NIGC.GOV


* Deposit Account Control Agreement non
Valley Tourist Development Authority and Credit Suisse AG, New York

Branch, marked in the lower left hand comer as 87498583. 1 (together, “the
Loan Documents”); and

¢ Senior Secured Facility Engagement Letter from Credit Suisse to East Valley
Tourist Development Authority, dated October 7, 2016 (Fee Letter).

The Agreements contains terms similar to other agreements the Office of General
Counsel has already reviewed and analyzed that are available on the NIGC website. Applying
the same analysis here, it is my opinion that the Agreements are not management contracts
and do not require the approval of the Chair. It is also my opinion that the Agreements do not
violate IGRA’s sole proprietary interest requirement.

It is my understanding that the Agreements are represented to be in substantially final
form with respect to terms affecting this opinion. If the Agreements change in any material
way prior to closing, this opinion shall not apply. Further, this opinion is limited to the
Agreements 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. 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 the information was voluntarily submitted and, as such, that any withholding
should be analyzed in accordance with the standard set forth in Critical Mass Energy Project
v. NRC, 975 F.2d 871 (D.C. Cir. 1992). Any claim of confidentiality should also be supported
with “a statement or certification by an officer or authorized representative of the submitter.”
25 C.F.R. § 517.7(c). Please submit any written objection to FOLASubmitterReply@nigc.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 need any additional
guidance regarding potential grounds for withholding, please see the United States
Department of Justice’s Guide to the Freedom of Information Act at
http://www justice. gov/oip.doj-guide-freedom-information-act-0.

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

Sincerely,

M. oh il x...
Michael Hoenig
General Counsel