Y

November 25, 2014

Via e-mail: maryn@jummi-nsn.gov
and First Class Mail

Mary M. Neil, Reservation Attormey
Lummi indian Business Council

Lummi Tribe of the Lummi Reservation
2665 Kwina Road

Bellingham, WA 98226-0302

Re: — Review of Loan Decuments for the Lummi Tribe of the Lummi Reservation
Dear Ms. Neil:

This letter responds to your October 16, 2014 request, on behalf of the Lummi Tribe of
the Lummi Reservation, Washington (“the Nation”), for the Office of the General Counsel
{“OGC”), National Indian Gaming Commission (“NIGC”), to review various amendments to
certain loan documents tha! OGC previously reviewed and regarding which it issued a
declination letter on June 28, 2011, and another one on June 7, 2012. This office first received
your October 16, 2014 request on November 17, 2014.

With regard to the current request, the Nation asked for my opinion as to whether the
submitted amended loan documents are management contracts requiring the NIGC Chair’s
approval pursuant to the Indian Gaming Regulatory Act of 1988 (“IGRA”). The Nation also
asked for my opinion as to whether the amended documents violate IGRA’s requirement that a
tribe have sole proprietary interest in its gaming operation.

In my review, | considered the following submissions {collectively, “the 2014 Loan
Documents”): :

© Second Amendment to Loun Agreement, and marked at bottom left as
“OHSUSA:757862402.3”;

° (OHS Draft — October 17, 2014) Loan Agreement dated as of June 30, 2011, among Lummi
Tribe of the Lummi Reservation, Washington as the Borrower, the Lenders party hereto from
time to time, and Wells Fargo Bank, National Association as Administrative Agent and L/C
lssuer and Wells Fargo Securities, LLC as Lead Arranger, and marked at bottom left as
“OHSUSA:75771 2347.6";

e = Armended exhibits tu arnended loan agveenient, and collectively marked at bottom left as
“QHSUSA:759252017.2”:

nice



Mary M. Neil

Re: Review of Amended Loan Documents for the Nation
November 25, 2014

Page 2 of 2

2 Exhibit A Assignment Agreement (undated):
© Exhibit B Compliance Certificate;
© Exhibit E Request for Loan;

¢ Second Amended and Restated (B)(AYN Note, and marked at bottom left as
“OHSUSA:759265042.2”;

© Amended and Restated (B)(4)N) Note, and marked at bottom left as
“OHSUSA:759265072.2”;

© Amended and Restated Deposit Account Control Agreement; and

© CR wn: Tribe of the Lummi Reservation, Washington Tax Exempt Note, Tax
Exemption and Nonarbitrage Certificate, and marked at bottom left as “51398931.2”.

The 2014 Loan Documents contain terms similar to other agreements that OGC has
previously reviewed and analyzed. Some of these opinion letters may be found at
http://www.nige.gov/Reading_Room/Management_Review_Letters_Declination_Letters.aspx.
Applying the same analysis here, it is my opinion that, collectively, the 2014 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.

It is my understanding that the 2014 Loan Documents are represented to be in
substantially final form, and any further changes will not be material to OGC’s analysis. This
opinion shall not apply if the 2014 Loan Documents: (i) change in any material way prior to
closing; (ii) are not executed; or (iii) are inconsistent with assumptions made herein. Further, this
opinion is limited to the aforementioned 2014 Loan Documents and does not include or extend to
any other agreements not submitted for review.

I anticipate that this letter will be posted on the NIGC’s website. Prior to posting, the
NIGC FOIA Officer will notify you and provide you with an opportunity to identify and request
that information subject to the exemptions under the Freedom of Information Act (“FOIA”) be
redacted or withheld. A list of the FOIA exemptions may be found at 5 U.S.C. § 552(b).

If you have any questions, please contact Anmando Acosta, OGC Senior Attomey, at
(202) 632-7003.

Sincerely,
ei.

Eric Shepard

Genera] Counsel (Acting)