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February 10, 2017

Via email: clifton.molatore@millernash.com
And First Class Mail

Clifton Molatore, P.C.

Miller Nash Graham & Dunn LLP
U.S. Bancorp Tower

111 S.W. Fifth Avenue, Suite 3400
Portland, Oregon 97204

Re: Review of the 2016 Loan Documents
for the Cow Creek Band of Umpqua Tribe of Indians

Dear Mr. Molatore:

This letter responds to your December 23, 2016 request, on behalf of the Cow Creek
Band of Umpqua Tribe of Indians, for the National Indian Gaming Commission, Office of the
General Counsel, to review certain loan transaction 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 2016 Loan
Documents”):

e Loan Agreement Among Cow Creek Band of Umpqua Tribe of Indians (' “Borrower ”),
Umpqua Indian Development Corporation (“Corporation”), and Umpqua Bank (“Lender”)
, 2016 (marked at top right as “Submission Draft 12/22/16” and at bottom right as

214700-0162/4811-6341-9452.6”);

° Promissory Note (marked at top right as “Submission Draft 12/22/16” and at bottom right as
“214700-0162/4840-1587-0781.1”);

© Collateral Trust and Security Agreement between Cow Creek Band of Umpqua Tribe of
Indians, Umpqua Indian Development Corporation, U.S. Bank National Association, as
Collateral Trustee and Custody Bank, Wells Fargo Bank, National Association, as Bond
Trustee, and Umpqua Bank Dated as of June 15, 2006 (marked at top right as “Execution

Copy”);

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mail Slop # 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.coV


Mr. Clifton Molatore
Re: Review of the 2016 Loan Documents for the Cow Creek Band of Umpqua Tribe of Indians

February 10, 2017
Page 2 of 3

© Collateral Trust and Security Agreement Joinder (marked at top right as “Submission Draft
12/22/16” and at bottom right as “214700-0162/4850-2623-9293.1”);

e First Amendment to Collateral Trust and Security Agreement (marked at bottom left as
“51573508.3”);

e ISDA 2002 Master Agreement dated as of December __, 2016 Umpqua Bank, an Oregon
state-chartered bank and Cow Creek Band of Umpqua Tribe of Indians, a federally
recognized Indian Tribe (marked at bottom left as “12-22-2016 v1”);

© Schedule to the 2002 Master Agreement dated as of December __, 2016 between Umpqua
Bank, an Oregon state-chartered bank (“Party A”) and Cow Creek Band of Umpqua Tribe
of Indians, a federally recognized Indian Tribe (“Party B”) (marked at bottom left as
“12/22/2016 v3” and at bottom right as “4843-3555-0782.1”),

© Guaranty Agreement between Umpqua Indian Development Corporation and U.S. Bank
National Association, as Collateral Trustee Dated as of June 15, 2006; and

e Account Control Agreement dated as of June 15, 2006.

The 2016 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 2016 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 certain of the 2016 Loan Documents (those that are in draft
form) 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 2016 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 2016 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 thé 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


Mr. Clifton Molatore
Re: Review of the 2016 Loan Documents for the Cow Creek Band of Umpqua Tribe of Indians

February 10, 2017
Page 3 of 3

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.

Hobo be

Michael Hoenig
General Counsel

ce: Dirk Doyle (via email only: ddoyle@cowcreek.com)
Anthony S. Broadman (via email only: anthony@galandabroadman.com)
Jeffrey C. Nave (via email only: jeffnave@foster.com)
Aurene Martin (via email only: amartin@spiritrocklle,com)
Catherine Shaw (via email only: catherine.shaw@millernash.com)