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April 19, 2019

Via email: <anthony@galandabroadman.com>
and First Class Mail

Anthony S. Broadman, Esq.
Galanda Broadman PLLC
P.O. Box 15146

Seattle, WA 98115

Re: Review of the 2019 Second Amendment to Loan Agreement
for the Confederated Tribes of the Chehalis Reservation

Dear Mr. Broadman:

This letter responds to your April 1, 2019 request, on behalf of the Confederated Tribes
of the Chehalis Reservation, for the National Indian Gaming Commission, Office of the General
Counsel, to review an amendment to the Loan Agreement dated December 15, 2015, and to
provide an opinion as to whether or not the Loan Agreement, as amended by the submitted
amendment, is a management contract 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
the Loan Agreement, as amended by the submitted amendment, violates IGRA’s requirement
that a tribe have the sole proprietary interest in its gaming operation.

In my review, I considered the following submission (“2019 Second Amendment”):

e Second Amendment to Loan Agreement (marked at bottom left as “US.121107632.04” and at
top right as “NIGC Submission Draft (4-1-2019)”); and

e Exhibit A Form of Compliance Certificate (marked at bottom left as
“US.121107632.04”).

The 2019 Second Amendment contains 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.nigce.gov>. Applying the same analysis here, it is my opinion that the
Loan Agreement, as amended by the 2019 Second Amendment, is not a management contract
and does not require the approval of the NIGC Chairman. It is also my opinion that it does not
violate IGRA’s sole proprietary interest requirement.

ton, DC 20240 Tek: 202.632.7003 Fox: 202.632.7066

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop #1621 Washi

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK; Oklahoma City, OK

WWW.NIGC.GOV


Anthony S. Broadman, Esq.

Re: Review of the 2019 Second Amendment for the Confederated Tribes of the Chehalis Reservation
April 19, 2019

Page 2 of 2

It is my understanding that the 2019 Second Amendment is 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 2019 Second Amendment changes in any material way prior to its
execution or is inconsistent with assumptions made herein. Further, this opinion is limited to the
aforementioned 2019 Second Amendment 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 wil! 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. /d. 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,

MS te

Michael Hoenig
General Counsel

ce: Alison Bure, Esq. (via email only <Alison. Bure@FaegreBD.com>)
Harold Chesnin, Esq. (via email only <hchesnin@chehalistribe.org>)