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July 23, 2018

Via U.S. Mail & Email

Nathan Schreiner

Counsel to the Tribe

Squaxin Island Legal Department
SE 3711 Old Olympic Hwy
Kamilche, Washington 98584

Re: Review of financing agreements on behalf of the Squaxin Island Tribe
Dear Mr. Schreiner:

This letter responds to the request on behalf of the Squaxin Island Tribe for the
National Indian Gaming Commission’s Office of General Counsel to review loan
documents between the Tribe and Columbia State Bank. Specifically, you asked for an
opinion whether these 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.

In my review, I considered the following documents (collectively “the Financing
Agreements”) submitted on behalf of the Tribe, all of which are unexecuted but
represented to be in substantial final form:

. Credit Agreement, marked as 4823-4688-4709\8
° Security Agreement, marked as 4846-6835-2102\4

The Financing Agreements contain terms similar to other agreements the Office of
General Counsel reviewed and analyzed; please refer to the agency’s website. 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. It is also my opinion
they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the Financing Agreements are represented to be in
substantially final form with respect to terms affecting this opinion, and if such terms
change in any material way prior to closing or are inconsistent with the assumptions made
herein, this opinion shall not apply. Further, this opinion is limited to the Financing
Agreements listed above. This opinion does not include or extend to any other agreements
or documents not submitted for review.

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Stop #1621 Washington, DC 20240 Tel: 202.632.7003 Fox: 202.632.7066

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

WWW.NIGC.GOV


Mr. Schreiner

Re: Review of financing agreements on behalf of the Squaxin Island Tribe
July 23, 2018

Page 2 of 2

Please note 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. I understand your request mentions a FOIA exemption
and an opportunity to object to disclosure. If you believe the information you submitted is
exempt from disclosure please observe the following protocol listed below.

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 i in accordance with the standard set
forth in Critical Mass Energy Project v. NRCS Any claim of confidentiality should also be
supported with “a statement or certification by an officer or authorized representative of
the submitter." Please submit any written objection to FOIASubmitterReply@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. /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 NIGC Staff Attorney Mary Modrich-
Alvarado at (202) 632-7003.

IL J..0

Michael chek
General Counsel

"25 CFR. § 517.7().

? Freedom of Information Act, 5 U.S.C. § 552(b)(4) (1966).

3 Critical Mass Energy Project v. NRC, 975 F.2d 871 (D.C. Cir. 1992).
425 C.RR. § 517.7(c).