as z.
a %
* *
5 or

, m eo
¢ comm’

June 12, 2019
Via First Class Mail

Mr. Anthony S. Broadman
Galanda Broadman PLLC
8606 35% Avenue NE, Ste. L1
P.O. Box 15146

Seattle, Washington 98115

Re: Review of Loan Documents for Cow Creek Band of Umpqua Tribe of Indians

Dear Mr. Broadman:

This letter responds to your March 18, 2019 request for the National Indian Gaming
Commission’s Office of General Counsel to review agreements between the Cow Creek Band of
Umpqua Tribe of Indians, the Umpqua Indian Development Corporation, and Umpqua Bank.
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 Loan Documents”)
all of which are unexecuted, but were represented to be in substantially final form:

the Loan Agreement (marked “4143-6678-9145.5” at bottom left)

Schedule 2.3 — Required Principal Payments

the Term Loan Note (marked “4150-7069-0074.1” at bottom left)

the Revolving Loan Note (marked “4157-5862-1466.1” at bottom left)

the Amended and Restated Collateral Trust and Security Agreement (marked “4159-
8470-7353.6” at bottom left)

the Amended and Restated Guaranty (marked “4158-267 1-3370.2” at bottom left)

the Amended and Restated Deposit Account Control Agreement — Tribe (marked “4154-
7347-4330.3” at bottom left)

othe Amended and Restated Deposit Account Control Agreement — Corporation (marked
“4152-3472-4890.3” at bottom left)

ooo0o°0

0°

The 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 Loan 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.

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


Letter to Anthony S. Broadman

Review of Loan Documents for Cow Creek Band of Umpqua Tribe of Indians
June 12, 2019

Page 2 of 2

It is my understanding that the drafts are represented to be in substantially final form, and if
the Loan 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 the Loan
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 the information was voluntarily submitted and, as such, that any withholding should be
analyzed in accordance with the standard set forth in Critical Mass Energy Project v. NRC? 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
FOIJASubmitterReply@nige.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 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:/Awww.justice.gov/oip/dojguide-freedom-information-act-0.

If you have any questions, please contact Melissa Thevenot at (202) 336-9103.

Sincerely,

Mecha He——

Michael Hoenig
General Counsel

ce: Dirk Doyle, DDoyle@cowcreek.com
Ramon Galvan, rgalvan@orrick.com
Jeff Nave, rgalvan@orrick.com
Townsend Hyatt, thyatt@orrick.com
Aurene Martin, amartin@spiritrockinc.com

125 CER. § 517.1(0).

25 US.C. § 552(b)(4).

3975 F.2d 871 (D.C. Cir. 1992).
425 CFR. § 517.70).

5 Id.