May 6, 2019

Via First Class Mail and Email

Ms. Christine M. Masse, P.C.
Miller Nash Graham & Dunn LLP
Pier 70

2801 Alaskan Way, Suite 300
Seattle, Washington 98121
Christine. masse@millernash.com

Re: Review of Loan Documents for Jamestown S’Klallam Tribe of Indians

Dear Ms. Masse:

This letter responds to your March 19, 2019 request for the National Indian Gaming
Commission’s Office of General Counsel to review agreements between JKT Gaming, Inc., a
tribally-chartered corporation wholly-owned by the Jamestown S’Klallam Tribe of Indians, the Tribe,
and Columbia 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, | considered the following submissions (collectively, “the Loan Documents”)
all of which are unexecuted, but were represented to be in substantially final form:

o Credit Agreement, with Exhibits (marked “4826-8082-4709.7” at bottom right and "DW
Draft 3/15/19” at top right of first page);
o Exhibit A, Form of Compliance Certificate;
Exhibit B, Form of Revolving Note;
Exhibit D1, Draw Request Certification Form;
Exhibit D2, Form of Borrowing Notice;
Exhibit E, Lien Waiver Forms Exhibit F, Insurance Requirements;
o Exhibit 1, Form of Assignment and Assumption Agreement;
o Security Agreement (JKT Gaming, Inc.) (marked “DW Draft 2/23/19” at top right of first
page);
o Security Agreement (Tribe) (marked “4826-9416-2568.4” at bottom right and “MNGD
Draft 4/25/19” at top right of first page);
o Guaranty and Non-Disturbance Agreement (marked “4840-1989-0312.3” at bottom right
and “DW Draft 2/23/19” at top right of first page);
o Deposit Account Control Agreement (JKT Gaming, Inc.) (marked “4833-4469-3640.2” at
bottom right and “DW Draft 2/23/19” at top right of first page);

0000

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 Christine M. Masse

Review of Loan Documents for Jamestown S’Klallam Tribe
May 6, 2019

Page 2 of 3

o Deposit Account Control Agreement (Tribe) (marked “4825-5 196-6600\2” at bottom left
of first page and “DW Draft 2/23/19” at top right of first page);
o. Fee Letter (marked “4849-0296-9220\7” at bottom left).

The Loan 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 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 drafts are represented to be in substantially final form, and if
the Loan 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 Loan
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 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.° 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/dojguide-freedom-information-act-0,

If you have any questions, please contact Melissa Thevenot at (202) 336-9103.
Sincerely,

Mecha fe

Michael Hoenig
General Counsel

125 CER. § 517.7).

25 U.S.C. § 552(b)(4).

3.975 F.2d 871 (D.C. Cir, 1992).
425 CFR. § 517.7(6).

5 Id.


Letter to Christine M. Masse

Review of Loan Documents for Jamestown S’Klallam Tribe
May 6, 2019

Page 3 of 3

ce: Coleen Berry, cberry@7cedarsresort.com
Diane Gange, dgange@jamestowntribe.org
Michael Pignato, pignato.michael@dorsey.com
Patrick Racine, patrick.racine@millernash.com