June 3, 2014 

Via US Mail 

The Honorable Michael Finley, Chairman 

Confederated Tribes of the Colville Reservation 

P.O. Box 150 

Nespelem, WA 99l55 

Re: Review of financing agreements on behalf of the Confederated Tribes of the 

Colville Reservation 

Dear Chairman Finley: 

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

Colville Reservation ("the Tribes") for the National Indian Gaming Commission's Office 

of General Counsel to review several financing agreements. 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 [GRA 's requirement that a tribe have the sate proprietary 

interest in its gaming operation. 

In my review, I considered the following documents (collectively "the financing 

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

• Credit Agreement, marked at top right comer as NIGC Submission Draft 

(5/5/l 4) and at bottom left corner as US.53 794904.08 

• Security Agreement, marked at top right comer as NIGC Submission 

Draft (4/9/ 14) and at bottom left corner as US.53788448.04 

• Deposit Account Control Agreement, marked at top right comer as NIGC 

Submission Draft (5/5/l 4) and at bottom left comer as 0184295 

• Tribal Agreement, marked at top right comer as NIGC Submission Draft 

(5/l9/l4) and at bottom left corner as US.5378783 l.06 

The Financing Agreements contain terms similar to other agreements the Office 

of General Counsel has already re vi ewe~ and analyzed. See 

www.nigc.gov/Reading_Room/Management_Review_Lettcrs.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. It is also my opinion 

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

NATIONAL HEADQUARTERS 1441 L St. NW. Suite 9'100, W:d1i11gto11, DC 20005 Tel: :.!02 632 i'003 ~x 202 .632.7066 www.NICc.<:0ov 

REGIONAL OFFICES Portl<1nd, OR; Sacramento. CA; Phoenix, AZ: St Paul, MN; Tuba, OK 
Chai1man Finley 

Re: Review of financing agreements on behalf of the Confederated Tribes of the Col ville 

Reservation 

June 3, 2014 

Page 2of2 

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 tenns 

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

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

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

information subject to the exemptions under FOlA be redacted or withheld. A list of the 

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

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

Nakai at (202) 632-7003. 

Sincerely, 

~Q__ Eric Shepard 

Acting General Counsel 

cc: 

Kevin Wadzinski 

Powers Pyles Sutter & Verville PC 

(via email: Ke,·in. Wnclz i nskifci;PPS V .COM) 

Aaron Harkins 

Faegre Baker Daniels, LLP 

(via email: Anron.Harki ns(<i Fac!!rcBD.com) 

Elizabeth Homer 

(via email: ehomer@homerlaw.com)