November 20, 2015

Via email and U.S. Mail

Mr. Kent E. Richey

Faegre Baker Daniels LLP
2200 Wells Fargo Center

90 South Seventh St.
Minneapolis, MN 55402-3901

Re: Review of financing documents for the Confederated Tribes of the
Chehalis Reservation

Dear Mr. Richey:

This letter responds to the Confederated Tribes of the Chehalis Reservation and Wells
Fargo Bank, National Association’s (collectively, the “Parties”), request for the National Indian
Gaming Commission’s Office of General Counsel to review several agreements pertaining to
various proposed credit facilities. The Parties requested an opinion as to whether these
agreements are management contracts requiring the NIGC Chair’s approval under the Indian
Gaming Regulatory Act.' The Parties also requested an opinion on whether the agreements
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 Financing
Documents”) all unexecuted, but represented to be in substantially final form:

¢ Loan Agreement, NIGC Submission Draft (Fourth) dated 11/18/2015
e Exhibit A Form of Compliance Certificate, NIGC Submission Draft (Third) dated
11/18A/2015

¢ Exhibit B Form of Term Note, NIGC Submission Draft (Third) dated 11/18A/2015
¢ Exhibit C Form of Revolving Note, NIGC Submission Draft (Third) dated 11/18A/2015

¢ Exhibit D Form of Converted Term Note, NIGC Submission Draft (Third) dated
11/18A/2015

e Exhibit E Form of Request for Loan, NIGC Submission Draft (Third) dated 11/18A/2015

¢ Exhibit F Form of Notice of Conversion/Continuation, NIGC Submission (Third) dated
11/18A/2015

125 U.S.C. §§ 2711 (a) and 2710(d)(9).
?25 U.S.C. § 2710(b)(2)(A).

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop # 1621 Washington, DC 20240 Te!

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202.632.7003 Fax: 202.632.7066


« Exhibit G Form of Construction Disbursement Request, NIGC Submission Draft (Third)
dated 11/18A/2015

¢ Exhibit H Form of Non-Gaming Hotel Project Disbursement Request, NIGC Submission
Draft (Third) dated 11/18A/2015

¢ Exhibit I Form of Converted Term Loan Disbursement Request, NIGC Submission Draft
(Third) dated 11/18A/2015

e Exhibit J Form of Certificate of Registration, NIGC Submission Draft (Third) dated
11/18A/2015

e Security Agreement, NIGC Submission Draft dated 10/16/2015

¢ Deposit Account Control Agreement, NIGC Submission Draft dated 10/16/2015

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

I understand that the Financing Documents are in substantially final form with respect to
terms affecting this opinion. If such terms change in any material way or are inconsistent with
assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the
Financing Documents listed above. This opinion does not include or extend to any other
agreements.

I anticipate this letter will be posted to the NIGC’s website. Prior to posting, NIGC
Freedom of Information Act (“FOIA”) Office will notify you and give you an opportunity to
identify and request that information subject to the exemptions under FOIA be redacted or
withheld. A list of the FOIA exemptions may be found at 5 U.S.C. § 552(b).

If you have any questions, please contact NIGC Staff Attorney Andrew Mendoza at (202)

632-7003.
Sincerely,
Mecho |

Michael Hoenig
General Counsel

3 See www.nigc.gow/Reading_Room/Management_Review_Letters.aspx.