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February 20, 2015

Clifton Molatore, Esq.

Miller, Nash, Graham & Dunn LLP
USS. Bancorp Tower

111 S.W. Fifth Avenue

Suite 3400

Portland, OR 97204

Re: Review of First Amendment to Credit Agreement and Amended Credit Agreement

Dear Attorney Molatore:

This letter responds to your January 12, 2015 letter to the Office of General Counsel
(“OGC”) of the National Indian Gaming Commission (“NIGC”) on behalf of the Kalispel Tribe
of Indians (“Tribe”), informing us of changes to a Credit Agreement between the Tribe! and
Wells Fargo Bank, National Association (“Bank”) and asking us to review the documents that
reflect these changes. There are two such documents: (1) a Credit Agreement (“Executed CA”),
executed on June 19, 2013, and (2) a draft of a First Amendment to the Credit Agreement (“First
Amendment”), dated January 12, 2015, which makes changes to the Executed CA. Based on
your letter, it is our understanding that the draft First Amendment is not intended to replace the
Executed CA, but merely changes certain provisions and includes some new exhibits. It is our
further understanding that the Executed CA has never been previously submitted to OGC for our

review.

In your letter, you do not ask for a declination letter regarding the First Amendment and
the Executed CA. Instead, you ask for written confirmation that the opinions expressed in the
NIGC’s 2013 declination letter for related financing documents be applied to the First
‘Amendment draft and the Executed CA. In our 2013 declination letter, we had determined that
related financing documents submitted by the Tribe for OGC review in 2013 were not
management contracts requiring approval by the NIGC Chair and did not violate the sole
proprietary interest requirement of the Indian Gaming Regulatory Act (“IGRA”). An earlier
draft of the Credit Agreement -- but not the Executed CA under consideration here -- was one of
the documents the Tribe had submitted to the NIGC for our review in 2013 and was one of the
documents covered by the NIGC’s declination letter, dated June 17, 2013. Because the Executed
CA was not one of the documents previously submitted to us for our review, and was executed
after our declination letter was issued, it is not covered by the Jurie 17, 2013 declination letter.

1 The Borrowers include the Kalispel Tribal Economic Authority, the Tribe and Northern Quest, the Tribe’s Casino
enterprise.
NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Sirest NW, Mail Stop # 162] Washington, DC 20240 Tel; 202.632,7003 Fox: 202.632.7066
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Consequently, we have not considered whether the changes made to the original Credit
Agreement by the Executed CA are material or not for purposes of this letter,

However, in response to your letter, I have reviewed the Executed CA and the First
Amendment to determine whether they constitute a management contract requiring approval of
the NIGC Chair or violate IGRA’s sole proprietary interest requirement. Based on this review, it
is my opinion that the First Amendment, along with the Executed CA, are not management
contracts and do not require the approval of the NIGC Chair. It is also my opinion that they do
not violate IGRA’s sole proprietary interest requirement.

These opinions are limited to the above-listed documents and cannot be relied upon to
apply to, or include, any other agreements even if referenced in either document. Additionally, it
is my understanding that the draft First Amendment, including exhibits, is represented to be in
substantially final form. If this document changes in any material way prior to execution, or is
inconsistent with any assumptions made herein, this opinion shall not apply.

I anticipate that this letter will be the subject of Freedom of Information Act (“FOIA”)
requests. Since we believe that some of the information in this letter may fall within FOIA
Exemption 4(c), which applies to confidential and proprietary information, the release of which
could cause substantial harm, I ask that you provide me with your views regarding release within
10 days.

If you have any questions, please contact NIGC Attorney Katherine Zebell at (202) 632-
7003.

Sincerely,

Eric Shepard
Acting General Counsel