Clifton Molatore, Esq.

Re: Review of loan documents for the Cowlitz Indian Tribe
December 2, 2015

Page 4 of 4

If you have any questions, please contact NIGC Staff Attorney Esther Dittler at
(202) 420-9229.

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Meche Woe =

Michael Hoenig
General Counsel


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December 2, 2015

Clifton Molatore, Esq.

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

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

Re: Review of loan documents for the Cowlitz Indian Tribe
Dear Mr. Molatore:

This letter responds to your request of October 13, 2015 that requested on behalf
of the Cowlitz Indian Tribe for the National Indian Gaming Commission’s Office of
General Counsel to review loan documents between the Tribe and Keybank, N.A, as
Administrative Agent, and various lenders. Specifically, you have asked for my opinion
whether the agreements constitute a management contract requiring the NIGC Chair’s
approval under the Indian Gaming Regulatory Act and whether the 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
Agreements”) some of which are unexecuted, but were represented to be in substantially
final form:

e Revolving Credit and Term Loan Agreement (“Credit Agreement”), dated
11/17/2015, marked at the bottom left corner as “SD\1609306.16”;

o Appendix A - Principal Offices; marked at the bottom left corner
as “SD\1611627.3”;

o Exhibit A-1 - Form of Term B Note, marked at the bottom left
corner as “SD\1611627.3”;

o Exhibit A-2 - Form of Revolving Note, marked at the bottom left
comer as “SD\1611627.3”;

o Exhibit B-1 - Form of Funding Notice, marked at the bottom left
corner as “SD\1611627.3”;

o Exhibit B-2 - Form of Issuance/Amendment Notice, marked at the
bottom left corner as “SD\1611627.3”;

o Exhibit B-3 - Form of Conversion/Continuation Notice, marked at
the bottom left corner as “SD\1611627.3”;

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

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WWW.NIGC.GOV


Clifton Molatore, Esq.

Re: Review of loan documents for the Cowlitz Indian Tribe
December 2, 2015

Page 2 of 4

o Exhibit B-4 - Form of Notice of Account Designation, marked at
the bottom left corner as “SD\1611627.3”;

o Exhibit C-1 - Form of Guaranty, dated 10/13/2015, marked at the
bottom left corner as “SD\1609870.4”;

o Exhibit C-2 - Security Agreement, dated 10/13/2015, marked at
the bottom left corner as “SD\1611594.5”;

= Annex I - Joinder Agreement, dated 9/27/2015, marked at
the bottom left corner as “SD\1639370.3”;

= Exhibit A — Security Agreement Supplement, dated 9/23/
2015, marked at the bottom left corner as “SD\1639372.2”;

= Exhibit B- Collateral Account Control Agreement, dated
10/13/2015, marked at the bottom left corner as
“SD\1645481.4”;

= Exhibit C — Deposit Account Control Agreement
(Account — with activation), dated 9/1/2015, , marked at the
bottom left corner as “SD\1626016.5”;

= Exhibit D — Form of Securities Account Control
Agreement, dated 9/27/2015, marked at the bottom left
corner as “SD\1639374.3”;

«Exhibit E — Uncertified Securities Control Agreement,
dated 9/23/2015, marked at the bottom left corner as
“SD\1639407.2”;

o Exhibit D - Form of Solvency Certificate, marked at the bottom
left corner as “SD\1611627.3”;

o Exhibit E - Form of Compliance Certificate, marked at the bottom
left corner as “SD\161 1632.3”;

o Exhibit F - Form of Assignment and Acceptance, marked at the
bottom left corner as “SD\1611634.3”;

o Exhibit G- Form of Lender Addendum, marked at the bottom left
comer as “SD\1611627.3”;

o Exhibit H - Form of Non-Bank Certificate, marked at the bottom
left corner as “SD\1611627.3”;

o Exhibit I- Form of Closing Certificate, dated 9/23/2015, marked
at the bottom left corner as “SD\1639366.4”;

o Exhibit J - Insurance Requirements , dated 9/18/2015, marked at
the bottom left corner as “SD\1616461.5”;

o Exhibit K - Form of Intercompany Subordinated Demand
Promissory Note, marked at the bottom left corner as
“SD\1611638.3”;

o Exhibit L - Sal-Mo Subordination Agreement, dated 10/12/2015,
marked at the bottom left corner as “SD\1615327.11”;

o Exhibit M - Form of Administrative Questionnaire, marked at the
bottom left corner as “SD\1611627.3”;


Clifton Molatore, Esq.

Re: Review of loan documents for the Cowlitz Indian Tribe

December 2, 2015
Page 3 of 4

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Exhibit N - Disbursement Agreement, dated 11/19/2015, marked
at the bottom left corner as “SD\1611178.27”;
« Disbursement Agreement exhibits, dated 11/19/2015,
marked at the bottom left corner as “SD\1612112.11”;
Exhibit O - Form of Joinder Agreement, marked at the bottom left
corner as “SD\1611639.3”;

e Consent and Agreement, draft dated 11/19/2015;

e Security Agreement, dated 10/13/2015, marked at the bottom left corner as

“SD\16
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11594.5”;

Annex I - Joinder Agreement, dated 9/27/2015, marked at the
bottom left corner as “SD\1639370.3”;

Exhibit A — Security Agreement Supplement, dated 9/23/2015,
marked at the bottom left corner as “SD\1639372.2”;

Exhibit B- Collateral Account Control Agreement, dated
10/13/2015, marked at the bottom left corner as “SD\1645481.4”;
Exhibit C — Deposit Account Control Agreement (Account — with
activation), dated 9/1/2015, , marked at the bottom left corner as
“SD\1626016.5”;

Exhibit D — Form of Securities Account Control Agreement, dated
9/27/2015, marked at the bottom left corner as “SD\1639374.3”;
Exhibit E — Uncertified Securities Control Agreement, dated
9/23/2015, marked at the bottom left corner as “SD\1639407.2”;
and,

‘tual Property Security Agreement, dated 9/4/2015, marked at the
left corner as “SD\1628455.2”.

The Agreements contains terms similar to other agreements the Office of General

Counsel has already reviewed and analyzed that are available on the NIGC website.
Applying the same analysis here, it is my opinion that the Agreements are not
management contracts and do not require the approval of the Chair. It is also my opinion

that it does not violate

It is my unders'

IGRA’s sole proprietary interest requirement.

tanding that the Agreements are represented to be in substantially

final form with respect to terms affecting this opinion. If the Agreements change in any
material way prior to closing, this opinion shall not apply. Further, this opinion is limited
to the Agreements listed above and does not include or extend to any other agreements or
documents not submitted for review.

I anticipate that this letter will be posted to the NIGC’s website. Prior to posting,
the NIGC will notify you and give you an opportunity to identify and request that

information subject to

the exemptions under FOIA be redacted or withheld. A list of the

FOIA exemptions may be found at 5 U.S.C. § 552(b).