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November 10, 2016

Clifton Molatore, Esq.

Miller Nash Graham & Dunn LLP
U.S. Bancorp Tower

111 S.W. Fifth Avenue, Suite 3400
Portland, OR 97204

Re: Review of Financing Agreement for the Karuk Tribe

Dear Mr. Molatore:

This letter responds to your request of September 12, 2016, that requested on behalf
of the Karuk Tribe for the National Indian Gaming Commission’s Office of General Counsel
to review financing agreement between the Tribe and Wells Fargo Bank, N.A. Specifically,
you have asked for my opinion whether the agreements constitute a management contract
requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act and whether
the agreement violates IGRA’s requirement that a Tribe have the sole proprietary interest in
its gaming operation.

In my review, I considered the following submissions (collectively, “the
Agreements”), which were represented to be in substantially final form:

e Loan Agreement among Karuk Tribe, as the Borrower, the Lenders party hereto from
time to time, and Wells Fargo Bank, N.A., as Administrative Agent; dated September
12, 2016, and marked at the bottom left corner as “OHSUSA:763620015.12”;

o Exhibits to Loan Agreement and Schedule 5.3, dated September 12, 2016,
and marked at the bottom left corner as “OHSUSA:765588462.2”;

e Security Agreement, dated September 12, 2016, and marked at the bottom left corner
as “OHSUSA:763711441.8”;
Security Agreement (Guarantor), dated September 12, 2016;
Collateral Agency and Intercreditor Agreement among the Secured Creditors Named
Therein, Karuk Tribe, as the Borrower, and U.S. Bank National Association, as the
Collateral Agent, marked at the bottom left corner as “OHSUSA:765507443.10”;

e Guarantee Agreement (Poarch Band of Creek), dated September 12, 2016, and
marked at the bottom left corner as “OHSUSA:763622292.13”;

¢ Subordination Agreement, dated September 12, 2016, and marked at the bottom left
corner as “OHSUSA:765507724.10”;

e Reimbursement Agreement, between Karuk Tribe, as Borrower, and Poarch Bank of
Creeks, as Guarantor, dated November 3, 2016;

© Unjust Enrichment and Sovereign Immunity Agreement, dated September 12, 2016,
and marked at the bottom left corner as “OHSUSA:764566850.9”; and,

NATIONAL HEADQUARTERS 90 K St. NE, Suite 200, Washington, DC 20002 Tel; 202.632.7003 Fax: 202.632.7066 www.nicc.cov
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Clifton Molatore, Esq.

Re: Review of Financing Agreement for the Karuk Tribe
November 10, 2016

Page 2 of 2

e Unjust Enrichment and Sovereign Immunity Agreement (Guarantor), dated
September 12, 2016, and marked at the bottom left corner as
“OHSUSA:765679698.3”.

The Agreements contains terms similar to other agreements the Office of General
Counsel has already reviewed and analyzed that are available on the NIGC website. Applying
the same analysis here, it is my opinion that the Agreements are not management contracts
and do not require the approval of the Chair. It is also my opinion that it does not violate
IGRA’s sole proprietary interest requirement.

It is my understanding that the Agreements are represented to be in substantially final
form with respect to terms affecting this opinion. If the Agreements change in any material
way prior to closing, this opinion shall not apply. Further, this opinion is limited to the
Agreements listed above and does not include or extend to any other agreements or
documents 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
FOIASubmitterReply@nigc.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. Jd. 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://www .justice.gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact NIGC Staff Attorney Esther Dittler at (202)

420-9229,
Sincerely, ;
Mecho? Lf

Michael Hoenig
General Counsel

'25 CER. § 517.7(0).
25 U.S.C. § 552(b)(4).
3975 F.2d 871 (D.C. Cir. 1992).
4 25 CER. § 517.7(c).