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July 8, 2015

Rob Roy Smith, Esq.
Kilpatrick Townsend

1420 Fifth Avenue, Suite 4400
Seattle, WA 98101

Fax: (206) 623-6793

Re: Review of loan documents for the Stillaguamish Tribe of Indians
Dear Mr. Smith:

This letter responds to your request of May 12, 2015, and June 2, 2015, on behalf
of the Stillaguamish Tribe of Indians (Tribe) for the National Indian Gaming Commission’s
Office of General Counsel to review a loan to the Tribe from Wells Fargo Bank, N.A.
(Lender). Specifically, you have asked for my opinion whether the agreements submitted
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 Loan
Documents”) which are unexecuted, but were represented to be in substantially final
form:

e Loan agreement (Loan Agreement), with exhibits and schedules to the loan
agreement marked at top right as “NIGC Draft (5-12-15)” and at bottom left
as “US.56202248.14”.

e Security agreement (Security Agreement), dated January 12, 2012
First amendment to the Security Agreement, marked at top right as “NIGC
Draft (5-12-15)” and at bottom left as “US.56256954.08” (First Amendment
to the Security Agreement).

ISDA master agreement (Master Agreement), dated June _, 2015
Schedule to the Master Agreement, dated June _, 2015.

The Loan Documents contain terms similar to other agreements the Office of
General Counsel has already reviewed and analyzed. See www.nigc.gov/Reading Room/
Management_Review_Letters.aspx. Applying the same analysis here, it is my opinion

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Rob Roy Smith, Esq.

Re: Review of loan documents for the Stillaguamish Tribe of Indians
July 8, 2015

Page 2 of 2

that collectively the Loan Documents are not management contracts and do not require
the approval of the Chairwoman. It is also my opinion that they do not violate IGRA’s
sole proprietary interest requirement.

It is my understanding that the Loan Documents are represented to be in
substantially final form with respect to terms affecting this opinion, and if such terms
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
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 25 U.S.C. § 552(b).

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

a
Eric N. Shepard
General Counsel