May 23, 2014 

Via U.S. Mail 

Gary Burke, Chainnan 

Board ofTrustees 

Confederated Tribes of the Umatilla Indian Reservation 

4641 1 Timine Way 

Pendleton, OR 9780 l 

Re: Review of loan documents on behalf of the Confederated Tribes of the Umatilla 

Indian Reservation 

Dear Chailman Burke: 

This letter responds to the request on behalf of the Confederated Tribes of the 

Umatilla fndian Reservation ("the Tribes") for the National Indian Gaming 

Commission's Office of General Counsel to review a loan agreement in combination with 

several previously reviewed documents. Specifically, you have asked for an opinion 

whether the agreements are management contracts requiring the NIGC Chair's approval 

under the Indian Gaming Regulatory Act. You also asked for an opinion whether the 

agreements violate IGRA's requirement that a tribe have the sole proprietary interest in 

its gaming operation. 

ln my review, I considered the following documents (collectively "the Financing 

Agreements") submitted as attaclunents to e-mails sent on behalf of the Tribe: 

• Second Amended and Restated Loan Agreement, marked as 

OHSUSA:757075361.4; and 

• Schedul e 5.3 Gaming lnsurancc Requirements, marked as OHSUSA: 

757657 L46.2. 

ln addition, the Office of General Counsel has previously reviewed and opined 

upon documents collateral to the Second Amended and Restated Loan Agreement 

("Collateral Documents"). 

In 20 12, we opined upon: 

NATIOi'.11\1. HE/\DQIJAKTERS 1441 L St l\IW, Suite 9'100, W;ishington. DC 20005 Tel 202 632 7003 Fax W2 632 /066 WWW.NIGC.GoV 

llEGIONAL OFr-i<:£5 Por!l;:u1d. OR; '>!l.crJinento. CA. Phoenix. A/, St. f'a11I. Ml\I; Tulsa, OK 
Chairman Burke 

Re: Review of financing agreements on be ha If uf the Confederated Tribes of the Umatilla 

[ndian Reservation 

May 23, 2014 

Page 2of3 

• Amended and Restated Spring Depository Agreement, marked as 

"OHSUSA:751084105.2" 

• Amended and Restated Pledge and Security Agreement, previously and 

incorrectly identified as "OHS USA:. 75 1084463.2", marked as 

"OHSUSA:75 l 074842.2" 

• Amended and Restated Remarketing Agreement, marked as 

"OHS USA;75 l 092125.2" 

• Amended and Restated Unjust Enrichment and Sovereign Immunity 

Agreement, marked as "OHSUSA:751074883.2" 

• Exhibits B-J to Loan Agreement, marked as "OHSUSA: 75108187l.2" 

• Amended and Restated Security Agreement, marked as 

"OHSUSA:75 l 074842.2. 

fn 20 I 0, we opined upon: 

• Securities Account Control- Consent Agreement between the Tribes and 

Wells Fargo as the secured party. 

The Financing Agreements contain tenns similar to other agreements the Office 

of General Counsel has already reviewed and analyzed. See 

www.nigc.gov/Reading_ Room/Management_ Review_ Letters.aspx. Applying the same 

analysis here, it is my opinion that collectively the Financing Agreements are not 

management contracts and do not require the approval of the Chair. [t is also my opinion 

that they do not violate IGRA's sole proprietary interest requirement. Moreover, the 

Financing Agreements do not affect the Office of General Counsel's opinions as set forth 

in the 2010 and 2012 letters related to the Collateral Documents. Accordingly the Office 

of General Counsel's opinions expressed in the August 20, 20 I 0 and August 22, 2012 

letters stand as to the Collateral Documents. 

lt is my understanding that the Finaneing Agreements are represented to be in 

substantially final fonn with respect to terms affecting this opinion, and if such tenns 

change in any material way prior to closing or are inconsistent with assumptions made 

herein, this opinion shall not apply. Fmther, this opinion is limited to the Financing 

Agreements I istcd above. Tnis opinion does nut indude or extend to any other 

agreements or documents not submitted for review. 

I anticipate that this letter will be posted to the NlGC's website. Prior to posting, 

NIGC will notify you and give you an oppot1unity to identify and request that 

infonnation subject to the exemptions under FOIA be redacted or withheld. A list of the 

FOIA exemptions may be found at 25 U.S.C. § 552(b). 
Chainnan Burke 

Re: Review of financing agreements on behalf of the Confederated Ttibes of the Umatilla 

Indian Reservation 

May 23, 2014 

Page 3of3 

If you have any questions, please contact NIGC Staff Attorney Heather McMillan 

Nakai at (202) 632-7003. 

Z5Q' _____ _ 

Eric Shepard 

Acting General Counsel 

cc: 

Daniel Hester 

Hester and Zehren, Attorneys at Law LLC 

(via email: dhester@h-zlaw.com)