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September 9, 2015

Jeromy Sullivan, Tribal Chairman
Port Gamble S’Klallam Tribe
31912 Little Boston Road, N.E.
Kingston, WA 98346

Thomas Taylor, Senior VP
East West Bank

9707 Third Avenue NE
Seattle, WA 98115

Re: _ Review of loan documents for the Port Gamble S’Klallam Tribe
Dear Chairman Sullivan and Mr. Taylor:

This letter responds to your request of June 26, 2015 that requested on behalf of
the Port Gamble S’Klallam Tribe for the National Indian Gaming Commission’s Office
of General Counsel to review a loan agreement and related documents between the Tribe
and East West Bank. 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:

. Loan Agreement, draft dated September 2, 2015, marked at the bottom left
corner as “BN 18460903v11”.

° Promissory Note, draft dated September __, 2015, marked at the bottom
left corner as “BN 18536456v5”.

° Security Agreement, draft dated September 2, 2015, marked at the bottom
left corner as “BN 18478442v9”.

e Amended and restated Depository Agreement (Depository Agreement),
dated as of September __, 2015, marked at the bottom left corner as “BN
18478453v9’.

The Agreements contains terms similar to other agreements the Office of General
Counsel has already reviewed and analyzed. See
www.nige.gov/Reading Room/Management_Review_Letters.aspx. Applying the same
analysis here, it is my opinion that the Agreements are not management contracts and do

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Jeromy Sullivan, Tribal Chairman

Thomas Taylor, Senior VP

Re: Review of loan documents for the Port Gamble S’Klallam Tribe
September 8, 2015

Page 2 of 2

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.

I anticipate that this letter will be posted to the NIGC’s website. Prior to posting,
the NIGC will notify you and give you an opportunity to identify and request that
information subject to the exemptions under FOIA be redacted or withheld. A list of the
FOIA exemptions may be found at 25 U.S.C. § 552(b).

If you have any questions, please contact NIGC Staff Attorney Esther Dittler at
(202) 420-9229.

Sincerely,

Midna C. oe

Michael C. Hoenig
General Counsel