August 22, 20 ! 2 

Via U.S. i\Iail and Facsimile 

Les Minthom 

Chairman, Board of Trustees 

Confederated Tribes of the Umatilla Indian Reservation 

46411 Timine Way 

P\.!ndkton, OR 9780 l 

FAX: (54!) 276-3095 

Re: Review or loan documents for the Confederated Tribes of the Umatilla tndian 

Rt!servation 

Dear Chaimrnn Minthorn: 

This letter responds to the request on behalf of the Contcdcruted Trib<:!~> of the 

Umatilla [ndian Reservation (Tribe) for the National Indian Gaming Commission's 

Office of General Counsel to review several amcndo<l and restated agreements rdated to 

1h1;! financing of existing debt of the Tribe's Wildhorse Resort & Casino. Specifically, 

you bave asked for an opinion whether these agreeml~nts are management contracts 

requiring the NIGC Chairwomm1's approval under the [ndiun Gaming Regulatory Act. 

You also asked for an opinion 'vhether the agreements violate IGRA's requirement that a 

Tribe have the sole proprietary interest in its gaming operation. 

In my review, I considered the following submissions (co!lectiveiy, ;"the Loan 

Documents'') all uncxecuted, but represented to be in substantially tinai form: 

• Amc;)nded and restated 1oan agreement marked at top right comer as 

''NIGC DRAFT 8-7-12" and bottom left as "OHSUSA:75 I 054516.4"; 

• Exhihit A to tile Loi.in Agreement entithxl "Compliance Certificak·· and 

marked at. top right as ".'.\flGC DRAfT 8-7-12" and bottom lefl as 

"OHSLSA:7.:S I 08984.2"; 

• Exhihits B through J to the Loan Agreement marked at the bottom left of 

e::ach page as ··OHSUSA:75 l 081871.2"; 

• Schedule 5.3 marked at top right as "N!GC' DRAFT 8-7-12'' and at 

bottom Jett as "OHS USA: 751074880.2"; 

• Amc.:nd.,;d and restated pledge and security agreement marked at top right 

as "NIGC DR.,;.\FT 8-7-12" and at bottom ten as 

''OHSUSA:751084463.2"~ 

't ,. " .. \ 
Chainnan :Vt inthom 

Re: Revit;w ofr oan documents for the Confederated Tribes of the Umu.tiil:.J. Indian 

Rcscrvutivn 

.-\ugust 21. 20: 2 

Pag~ 2of3 

• · Amended and r\!statcd unjust enrichment and sovereign immunity 

agreement marked atop right as "NIGC DRAFT 8-7-12" and at bottom left 

a."i ·'OHSUSA:75 l074883.2": 

• Amen<led and restated security agreement marked at top right as "N fGC 

DR.t.\FT 8-7-12'' and at bottom teft as "OHSUSA:750 l 69980.6"; 

• :\mended and restated springing depository agreement 

·'OHSUSA:751084 l05.2''; 

• Amended and restated remarkt:ting agreement marked at top right as 

;'NIGC DRAFT 8-7-12" and at bottom left as "OHSUSA:751092 !25.2''; 

and, 

• ,..\mended and restated escrow agreement marked at top right as "N lGC 

DRAFT 8-7-12" and at bottom left as "OHSUSA:75 l084487.2". 

The Loan Documents contain terms similar to other agreements the Office of 

General Counsel has already reviewed and analyzed. See 

www.nigc.gov/Reading __ RoomiManagement_Rcvicw Letters.aspx. Applying the same 

analysis here, it is my opinion that collectively the Loan Documents are not mm1ag~mcllt 

contracts and do not require the approval of the Chairwoman. It is als<J my opinion that 

they do not violate IGRA's sole proprietary interest requirement. 

It is my u.nd.crstanJing that th~ Loan Documents are represented to be in 

stibstantially fie.al fonn with respect to terms affocting this opinion, an<l if such terms 

change in any material way prior to closing or are inconsistent with assumptions ma<le 

herein, this opini•)n shall not apply. Further, this opiriion is limited to the Loan 

DocumeniS listed above. This opinion does not include or extend to any other agreem~nts 

or documents not submitted for review . 

.I anticipate that this letter will be posted to the NIGCs website. Prior to posting, 

NIGC will notify you and give you an oppo1tunity to identify and reqHest that 

information subj<;;ct to tbt~ exemptions under FOIA be redacted or withheld. A list oft.he 

FOIA exemptions may be found at 25 U.S.C. § 552(b). 

I am also sending a copy of the Loan Documents to the D~partment of the {ntt;rior 

Office of rndian Gaming for review under 25 U.S.C. § 8!. ff you have any question:>, 

please contact i\iIGC Senior Attorney Melissa Schlichting at (202) 632-7003. 

Sincerely, 

Lawrence S. RL1berts 

General Counsel 
Chainnan M inthom 

Re: Review of Loan documents for the Conrc<leratcd Tribes of the Umatilla [ndian 

Ri.::servation 

August 22, 2012 

Page 3 of3 

cc. Paula Hart, Director 

Office off ndian Gaming 

(via US Mail w/ incoming) 

Daniel Hester, Esq. 

Hester & Zchren LLC 

(via e-mail: dhester@h-zlaw.com)