February 27, 2017

Michael Castello, Tribal Administrator
Soboba Band of Luiseno Indians
23906 Soboba Road

San Jacinto, CA 92583
meastello@soboba-nsn.gov

Re: _ Review of the Loan Documents for the Soboba Band of Luiseno Indians

Dear Mr. Castello:

This letter responds to the December 21, 2016, request on behalf of the Soboba Band of
Luiseno Indians for the Office of the General Counsel, National Indian Gaming Commission, to
review certain loan documents. The request asks for my opinion as to whether the submitted Ioan
documents are management contracts requiring the NIGC Chairman’s approval pursuant to the
Indian Gaming Regulatory Act. The request also asks for my opinion as to whether the loan
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 Loan
Documents”):

¢ Credit Agreement between the Borrower, the Administrative Agent and the lenders a
party thereto (NIGC Submission Draft 2-8-17));
Exhibits to Credit Agreement (NIGC Submission Draft 12-21-16);
Security Agreement between Tribe and the Collateral Agent (NIGC Submission Draft
12-21-16);

¢ Deposit Account Control Agreement between the Tribe, the Deposit Account Bank
and the Collateral Agent (NIGC Submission Draft 2-8-17); and

e Form of Intellectual Property Security Agreement between the Tribe and the
Collateral Agent (NIGC Submission Draft 1-13-17).

The Loan 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.
Applying the same analysis here, it is my opinion that, collectively, the Loan 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.

4 MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop # 1621 Washington, OC 20240 Tel: 202.632.7003 Fax: 202.632.7066

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WWW.NIOC.GOV


Michael Castello, Tribal Administrator

Re: Review of the Loan Documents for the Soboba Band of Luiseno Indians
February 27, 2017

Page 2 of 3

Itis my understanding that the Loan Documents are represented to be in substantially
final form, and any further changes will not be material to OGC’s analysis. This opinion shall not
apply if the Loan Documents change in any material way prior to closing or are inconsistent with
assumptions made herein, Further, this opinion is limited to the Loan Documents listed above
and does not include or extend to any other agreements.

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.' 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),” 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. Any claim of confi identiality should also be supported
with “a statement or certification by an officer or authorized representative of the submitter.”*

' 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.° 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 Staff Attorney Austin Badger at (202) 632-
7003.

Sincerely,

Micka Poy

Michael Hoenig
General Counsel

ce: Ruben De Los Santos, Chief Operating Officer, Soboba Band of Luiseno Indians
(via email: rdelossantos@soboba-nsn.gov)

Devon Lee Lomayesva, Tribal Attorney, Soboba Band of Luiseno Indians
(via email: dlomayesva@soboba-nsn-gov)

125 CFR. 517.7(c).
25 US.C. § 552(b)(4).
3975 F.2d 871 (D.C. Cir. 1992).
PACER. § 517.7).


Michael Castello, Tribal Administrator

Re: Review of the Loan Documents for the Soboba Band of Luiseno Indians
February 27, 2017

Page 3 of 3

Aaron Harkins, Faegre Baker Daniels LLP
(via email: Aaron.Harkins@FaegreBD.com)

Christine L. Swanick, Sheppard Mullin Richter & Hampton LLP
(via email: CSwanick@sheppardmullin.com)