December 19, 2016

Via email: arnold@buenavistatribe.com
And First Class Mail

Arnold D. Samuel, General Counsel
Buena Vista Rancheria of Me-Wuk Indians
1418 20th Street, Ste. 200

Sacramento, CA 95811

Re: Review of the 2016 Development Documents for the
Buena Vista Rancheria of Me-Wuk Indians

Dear Mr. Samuel:

This letter responds to your October 25, 2016 request, on behalf of the Buena Vista
Rancheria of Me-Wuk Indians, for the National Indian Gaming Commission, Office of the
General Counsel, to review certain development-related documents and to provide an opinion as
to whether or not the submitted documents are management contracts requiring the NIGC
Chairman’s approval pursuant to the Indian Gaming Regulatory Act of 1988. You have also
asked for my opinion as to whether or not these documents 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 2016
Development Documents”):

e Second Amendment to Development Agreement (marked at bottom left as “US.76432593.04”
and at top right as “FBD Draft 10-18-16”); and

¢ Subordinated Credit Agreement dated as of _, 2016 among Buena Vista Gaming Authority,
as the Authority, Buena Vista Rancheria of Me-Wuk Indians of California, as the Tribe, and
Buena Vista Development Company, LLC, as the Developer (marked at bottom left as
“US.108438038.09” and at top right as “Faegre Baker Daniels LLP Draft (11-10-16)”).

The 2016 Development Documents contain terms similar to other agreements that OGC
has previously reviewed and analyzed. Some of these opinion letters may be found on the
NIGC’s website located at <www.nigc.gov>. Applying the same analysis here, it is my opinion
that, collectively, the 2016 Development Documents are not management contracts and do not
require the approval of the NIGC Chairman. It is also my opinion that they do not violate
IGRA’s sole proprietary interest requirement.

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop # 1621 Washington, DC 20240 Tol: 202.632.7003 Fax: 202 632,7066
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WWW.NIGC.6oV


Mr. Arnold D. Samuel
Re: Review of the 2016 Development Documents for the Buena Vista Rancheria of Me-Wuk Indians

December 19, 2016
Page 2 of 2

This opinion shall not apply if the 2016 Development Documents change in any material
way prior to closing or are inconsistent with assumptions made herein. Further, this opinion is
limited to the aforementioned 2016 Development Documents and does not include or extend to
any other agreements 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 4 of the Freedom
of Information Act, 5 U.S.C. § 552(b)(4), please be advised that the information was voluntarily
submitted and, as such, any request to withhold will 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 <FOIASubmitterReply@nigc.gov> within thirty (30) calendar 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 Armando Acosta, Senior Attorney, at (202)
632-7003.

Sincerely,

MMOD oa

Michael Hoenig
General Counsel