January 13, 2014 

John Witherspoon 

Harrang Long Gary Rudnick P.C. 

1001 SW Fifth Avenue, 16th Floor 

Portland, OR 97204 

Re: Review of financing documents for the Confoderated Tribes of Coos, Lower Umpqua, 

and Siuslaw Indians 

Dear Mr. Witherspoon : 

This letter responds to the Confederated Tribes of Coos, Lower Umpqua, and Siuslaw 

Indians' request for the National Indian Gaming Commission's Office of General Counsel to 

review several financing agreements with the PCI Gaming Authority, an unincorporated 

chartered instrumentality of the Poarch Band of Creek Indians, related to the Tribes' 

development of a Class 11 gaming enterprise. The Tribes have asked for an opinion whether 

these agreements are management contracts requiring the NIGC Chair's approval under the . 

Indian Gaming Regulatory Act (IGRA). The T1ibes also have asked for an opinion whether the 

agreements violate .lGRA 's requirement that a tribe have the sole proprietary interest in its 

gaming operation. 

In my review, 1 considered the following submissions (collectively, •'the Financing 

Documents") all unexecuted, but represented to be in substantially final form: 

• Loan Agreement, OHS DRAFT 12/17113; 

• Exhibits to Loan Agreement, 12/ I 7I13 ~ 

• Security Agreement, OHS Draft 12/17/13; 

• Deposit Account Control Agreement, 12/ l 7 I l 3; 

• Further Assurances Agreement, OHS DRAFT 116113, OHSUSA:7559355l2.3; 

and 

• Amended and Restated Deed ofTrust, OHS 12/17/13. 

The Financing Documents contain tenns similar to other agreements the Office of 

General Counsel has already reviewed and analyzed. See www.nigc.gov/Reading_Room/ 

N.•;r:ONAL HeAOQVAKnRs 144·1 L St ;--1</I/. Suite !;."100. w~st11rig•o11. DC l.000':> fal: m). 63). 1C03 fax Wl.632 7066 WWW.NICC.GOV 

i:tE<.;IONA~ OFFICES Port!<iild. OR; S~crarnento C,\· Phoeqix. AZ; 5r Paul. MN. ruba. OK 
Letter to Mr. Witherspoon 

January 13, 2014 

Page 2 of2 

Management_Review _Letters.aspx. 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 opjnion that they do not violate IGR..A. 's sole proprietary interest 

requirement. 

[ understand that the Financing Documents ar~ in substantially final fonn with respect to 

tenns 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, NlGC 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 Heather Corson at (202) 

632-7003. 

Eric Shepard 

Acting General Counsel 

cc: Townsend Hyatt 

Orrick, Henington & Sutcliffo LLP 

(via email: thyatt@onick.com) 

Bob Garcia, Chairman 

Confederated Tribes of Coos, Lower Umpqua, and Siuslaw Indians 

(via email: bgarcia@ctclusi.org) 

Jeff Trattner, CEO 

PCl Gaming Authority 

(via email: jtrattner@pci-nsn.gov)