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May 19, 2014

Via e-mail: clifton.molatore@millernash.com
and First Class Mail

Clifton Molatore, P.C.
Miller Nash LLP

3400 U.S. Bancorp Tower
111 S.W. Fifth Avenue
Portland, OR 97204-3699

Re: Review of 2014 Bond Refinancing Documents for the Kalispel Tribe of Indians

Dear Mr. Molatore:

This letter responds to the April 24, 2014 request on behalf of the Kalispel Tribe of
Indians (“Tribe”) for the Office of the General Counsel (“OGC”), National Indian Gaming
Commission (“NIGC”), to review various revisions to certain bond refinancing documents that
OGC previously reviewed and regarding which it issued a declination letter on December 12,
2013, With regard to the current request, the Tribe requested my opinion as to whether the
submitted revised bond documents are management contracts requiring the NIGC Chair’s
approval pursuant to the Indian Gaming Regulatory Act of 1988 (IGRA”). The Tribe also
requested my opinion as to whether the revised documents violate IGRA’s requirement that a
tribe have sole proprietary interest in its gaming operation.

In my review, I considered the following submissions (collectively, “the 2014 Bond
Refinancing Documents”):

e Amended and Restated Indenture of Trust between Kalispel Tribe of Indians and Wells Fargo
Bank, National Association, as Trustee, Dated , 2014 Relating to Kalispel Tribe of
Indians Priority Distribution Bonds (K&L Gates LLP - Draft dated 4/24/2014);

« Amended and Restated Priority Distribution Agreement dated , 2014 (K&L Gates LLP -
Draft dated 4/24/2014,

¢ Kalispel Tribe of Indians Priority Distribution Refunding Bonds, 2013 (Taxable) Purchase
Agreement Dated , 2013, OHS-Draft Distributed 11/5/2013 (OHSUSA 754726087.3);

¢ Intercreditor Agreement dated June19, 2013 (Execution Version);

NATIONAL HEADQUARTERS 1441 L St. NW, Suite 9100, Washington, DC 20005 Tel: 202.632.7003 Fax 202.632.7066 www.Nicc.cov

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Clifton Molatore, P.C.

Re: Review of 2014 Bond Refinancing Documents
May 19, 2014

Page 2 of 2

¢ Acknowledgement and Agreement dated ____, 2014 (MN Draft 4/24/14); and
¢ Preliminary Limited Offering Memorandum Dated March 24, 2014 (Draft).

The 2014 Bond Refinancing Documents contain terms similar to other agreements that
OGC has previously reviewed and analyzed. Some of these opinion letters may be found at
http:/Avww.nige.gov/Reading Room/Management_Review_Letters_Declination_Letters.aspx.
Applying the same analysis here, it is my opinion that, collectively, the 2014 Bond Refinancing
Documents 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.

It is my understanding that the 2014 Bond Refinancing Documents are represented to be
in substantially final form, and any further changes will not be material to OGC’s analysis. This
opinion shall not apply if the 2014 Bond Refinancing Documents: (i) change in any material way
prior to closing; (ii) are not executed; or (iii) are inconsistent with assumptions made herein.
Further, this opinion is limited to the aforementioned 2014 Bond Refinancing Documents and
does not include or extend to any other agreements not submitted for review.

I anticipate that this letter will be posted on the NIGC’s website. Prior to posting, the
NIGC FOIA Officer will notify you and provide you with an opportunity to identify and request
that information subject to the exemptions under the Freedom of Information Act (“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 Armando Acosta, OGC Senior Attorney, at
(202) 632-7003.

Sincerely,

CO

Eric Shepard
Acting General Counsel

ce; Townsend Hyatt, Orrick, Herrington & Sutcliffe LLP (via e-mail: thyatt@orrick.com)