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July 15, 2019
Via First Class Mail and Email

Mr. Scott Wheat

P.O. Box 9168

Spokane, WA 99209
scott@wheatlawoffices.com

Re: Review of Transaction Documents for Confederated Tribes of Coos,
Lower Umpqua and Suislaw Indians

Dear Mr. Wheat:

This letter responds to your April 22, 2019 request for the National Indian Gaming
Commission’s (NIGC) Office of General Counsel to review agreements between the
Confederated Tribes of Coos, Lower Umpqua and Siuslaw Indians and Zions Bancorporation,
N.A. DBA Nevada State 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, J considered the following submissions (collectively, “the Transaction
Documents”) all of which are unexecuted, but were represented to be in substantially final form:

othe Credit Agreement (marked “4819-3579-7384\8” at bottom left);
o Exhibit A — Form of Compliance Certificate;
o Exhibit B — Form of Revolving Note;
o Exhibit C — Form of Term Note;
o Exhibit D — Form of Borrowing Notice;
o Exhibit E — Form of Excess Cash Flow Certificate;
o Security Agreement (marked 4835-6537-9471\3” at bottom left);
o Deposit Account Control Agreement (marked “4838-3878-2355\2” at bottom left).

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.

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 Scott Wheat

Review of Documents for Confederated Tribes of Coos, Lower Umpqua and Suislaw
July 15, 2019

Page 2 of 2

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 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.”4 Please submit any written objection to
FOIASubmitterReply@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 have any further questions, please contact our staff attorney, Melissa Thevenot, at
(202) 336-9103.

Sincerely,

Mcho0te

Michael Hoenig
General Counsel

cc: Townsend Hyatt, thyatt@orrick.com
Mike Pignato, pignato.michael@dorsey.com

1 See 25 CFR. § 517.7(0).

25 U.S.C. § 552(b)(4).

3 Food Marketing Institute vy. Argus Leader Media, No. 18-481, 2019 WL 2570624, at *7 (U.S., June 24, 2019).
4 See 25 CFR. § 517.7(d).

ST.