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May 1, 2017

Via email: rsage@swinomish.nsn.us
And First Class Mail

Rachel Sage, Esq.

Swinomish Indian Tribal Community
11404 Moorage Way

La Conner, WA 98257

Re: Review of the 2017 Loan Documents for the Swinomish Indian Tribal Community
Dear Ms. Sage:

This letter responds to your March 23, 2017 request, on behalf of the Swinomish Indian
Tribal Community, for the National Indian Gaming Commission, Office of the General Counsel,
to review certain loan documents and to provide an opinion as to whether or not the submitted
loan documents are management contracts requiring the NIGC Chairman’s approval pursuant to
the Indian Gaming Regulatory Act of 1988. You have also asked for my opinion as to whether or
not the loan documents violate 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 2017 Loan
Documents”):

e Amended and Restated Loan Agreement Dated as of March [_], 2017 between The
Swinomish Indian Tribal Community as the Borrower, and Wells Fargo Bank, National
Association as the Bank (marked at bottom left as “4825-88 19-0525\8” and at top right as
“DW Draft 3/17/17”);

© Form of Revolving Note (marked at bottom left as “4841-3084-5509\1”);

e Form of Amended and Restated Security Agreement (marked at bottom left as “4812-9621-
6901\1”);

e Form of Amended and Restated Unjust Enrichment and Sovereign Immunity Agreement
(marked at top right as “Exhibit D”); and

© Completion Guaranty (marked at bottom left as “4845-3261-1133\4” and at top right as “DW
Draft 3/17/17”).

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849

et NW, Mail Stop # 1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066

10, CA; Phoenix, AZ; St, Paul, MN; Tulsa OK; Oklahome City, OK
WWW.NIGC.GOV

REGIONAL OFFICES Portland, OR; Sacramen



Rachel Sage, Esq.
Re: Review of the 2017 Loan Documents for the Swinomish Indian Tribal Community

May 1, 2017
Page 2 of 2

The 2017 Loan Documents contain terms similar to other agreements that OGC has
previously reviewed and analyzed. Some of these opinion letters may be found on the NIGC’s
website located at <www.nigc.gov>. Applying the same analysis here, it is my opinion that,
collectively, the 2017 Loan Documents are not management contracts and do not require the
approval of the NIGC Chairman. It is also my opinion that they do not violate IGRA’s sole
proprietary interest requirement.

It is my understanding that the 2017 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 2017 Loan Documents change in any material way prior to closing
or are inconsistent with assumptions made herein. Further, this opinion is limited to the
aforementioned 2017 Loan Documents and 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. 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 4 of the Freedom
of Information Act, 5 U.S.C. § 552(b)(4), please be advised that the information was voluntarily
submitted and, as such, any request to withhold will 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@nigc.gov> within thirty (30) calendar 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 Armando Acosta, Senior Attorney, at (202)
632-7003.

Sincerely,

Mere Loe

Michael Hoenig
General Counsel