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September 19, 2019
Via First Class Mail and Email

Rob Roy Smith
Suite 3700, 1420 Fifth Avenue
Seattle, WA 981010

Re: Review of Transaction Documents for the Snoqualmie Indian Tribe
Dear Mr. Smith:

This letter responds to your August 19, 2019 request for the National Indian Gaming
Commission’s Office of General Counsel to review agreements between the Snoqualmie Indian
Tribe and Bank of America, N.A. Specifically, you have asked for my opinion whether the
agreements are management contracts or collateral agreements requiring the NIGC Chair’s
approval under the Indian Gaming Regulatory Act (IGRA). You also asked for my opinion
whether the agreements violate IGRA’s requirement that the Tribe have the sole proprietary
interest in its gaming activity.

In my review, I considered the following submissions (collectively,
“the Transaction Documents”) all of which are unexecuted, but were represented to be in
substantially final form:

° Credit Agreement (marked “SMRH-4818-9129-0524.6”);

° Exhibits to Credit Agreement (marked “SMRH:4822-268 1-6928.3”);

° Security Agreement (marked “SMRH 4836-4457-9740.4”);

° Intellectual Property Security Agreement (marked “SMRH-4812-6857-2573.3”).

The Transaction Documents contain terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed, which are available on the NIGC’s website.
Applying the same analysis here, it is my opinion that the Transaction 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 drafts are represented to be in substantially final form, and
if the Transaction Documents 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

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

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


Mr. Rob Roy Smith

Re: Review of Transaction Documents for the Snoqualmie Indian Tribe
September 19, 2019

Page 2 of 2

the Transaction Documents listed above. This opinion does not include or extend to any other
agreements not submitted for review.

Please note that 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.' 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 any withholding should be analyzed under the
standard set forth in Food Marketing Institute v. Argus Leader Media.’ 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 FOJASubmitterReply@nigce.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.*

If you have any further questions, please contact me at (202) 632-7003.

Sincerely,

Mabe? be as

General Counsel

' See 25 C.F.R. § 517.7(c).
25 U.S.C. § 552(b)(4).
3 Food Marketing Institute v. Argus Leader Media, No. 18-481, 2019 WL 2570624, at *7 (U,S., June 24, 2019).
{See 25 C.F.R. § 517.7(d).
Id.