May 20, 2019

VIA FIRST CLASS MAIL

Mr. Daniel Hester, Esq.
Hester & Zehren, LLC.
726 Front Street, Suite B
Louisville, Colorado 80027

Re: Review of loan documents for the Confederated Tribes of the
Umatilla Indian Reservation

Dear Mr. Hester:

This letter responds to your request of January 28, 2019, on behalf of the Confederated
Tribes of the Umatilla Indian Reservation for the National Indian Gaming Commission’s Office
of the General Counsel to review a loan to the Tribe from Wells Fargo Bank, N.A. Specifically,
you have asked for my opinion whether the agreements submitted constitute a management
contract requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act and
whether this 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 Loan
Documents”) which are unexecuted, but were represented to be in substantially final form:

e Third Amended and Restated Loan Agreement, marked as OH&S Draft 5/17/19,
Published CUSIP Number 20716JAN1; Revolving Loan CUSIP Number 20716JAP6;
(4150-7754-4984.15);

e Schedule 5.3 Insurance Requirements, marked as OH&S Draft 2/28/19 (4131-2118-
5306.5);

e Amended and Restated Springing Depository Agreement, marked as NIGC DRAFT 8-7-
12 (OHSUSA:751084105.2);

e Amended and Restated Unjust Enrichment and Sovereign Immunity Agreement, marked
as NIGC DRAFT 8-7-12 (OHSUSA: 751074883.2);

e Amended and Restated Security Agreement, marked as NIGC DRAFT 8-7-12
(OHSUSA: 751074842.2); and

e Fee Letter, dated March __, 2019, marked as OH&S DRAFT — 2/28/19 (4156-4080-

3353).

1240 Tel: 202.622.7003 Fax: 202.632.7066

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Sireat NV

REGIONAL OFFICES Portland, OR; Sacramento, CA; Ph thoma City, OK

WWW.NIGC.GOV


Mr. Daniel Hester

Re: Review of loan documents for the Confederated Tribes of the Umatilla Indian Reservation
May 20, 2019

Page 2 of 2

The Loan Documents contain terms similar to other agreements the Office of General
Counsel has already reviewed and analyzed. Some of these letters may be found on the NIGC
website. Applying the same analysis here, it is my opinion that collectively the Loan Documents
are not management contracts and do not require the approval of the Chairman. It is also my
opinion that they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the Loan Documents are represented to be in substantially
final form with respect to terms affecting this opinion, and if such terms 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 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. 25 C.F.R. 517.7(c). 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), 5 U.S.C. § 552(b)(4), 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, 975 F.2d 871
(D.C. Cir. 1992). Any claim of confidentiality should also be supported with “a statement or
certification by an officer or authorized representative of the submitter.” 25 C.F.R. § 517.7(c).
Please submit any written objection to FOIASubmitterReply@nigce.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 Suzanne Nunn at
(202) 632-7003.

Sincerely,

{
Michael Hoenig
General Counsel