January 10,2007 

Via Electronic and US. Mail 

Kent E. Richey 

Faegre & Benson LLP 

2200 Wells Fargo Center 

90 South Seventh Street 

Minneapolis, MN 55402-3901 

RE: Approval of Amendments to Snoqualmie Gaming Ordinance 

Dear Mr. Richey: 

This is in response to your letters dated January 5,2007, and January 8,2007, requesting 

review and approval of Snoqualmie Tribal Council Resolutions # 2-2007 and 5-2007, 

amending the Tribe's previously-approved Class I1 and Class I11 gaming ordinance. 

Specifically, Resolution #2-2007 amends Section 5-14 of the gaming ordinance to modify 

the qualifications for membership on the Tribe's gaming commission, and Resolution 

#5-2007 amends Section 5-2 of the gaming ordinance to modify the definition of 

"Institutional Investor." 

The amendments to the Tribe's previously-approved gaming ordinance do not conflict 

with the requirements of the Indian Gaming Regulatory Act (IGRA) and the National 

Indian Gaming Commission's regulations. Therefore, the amended tribal gaming 

ordinance is hereby approved. 

Thank you for your submissions. If you have any questions or require assistance, please 

Nelson at (202) 632-7003. 

Chairman 

NATIONAL HEADQUARTERS 1441 L St. NW, Su~te 9100, Washington. DC 20005 Tel- 202 632 7003 Fax. 202 632 7066 www.~~cc.cov 

REGIONAL OFFICES Portland, OR, Sacramento. CA, Phoenix, AZ; St Paul, MN,Tulsa. OK 


Administrative Office 

8130 Railroad Ave. Suite 103 

PO Box 969 

Snoqualmie, WA 98065 

Phone: 425.888.6551 

Fax: 425.888.6727 

Web: www.snoqualmienation.com 

RESOLUTION #3--2007 

Amending the Tribal Gaming Ordinance Concerning Definition of "Institutional Investor" 

RECITALS 

WHEREAS, the Snoqualmie Indian Tribe (the "Tribe") is a sovereign, federally recognized 

Indian tribe and a signatory to the Point Elliott Treaty of 18%; and 

WHEREAS, pursuant to Article IV, Section 1 of the Constitution of the Snoqualmie Tribe of 

Indians, as amended (the "Constitution"), the Tribal Council is the governing body of the Tribe; 

and 

WHEREAS, the Snoqualmie Entertainment Authority (the "Authoritv") is the instrumentality of 

the Tribe charged with the responsibility for the development, operation and management of the 

gaming business of the Tribe; and 

WHEWAS, pursuant to Tribal Council Act No. 3-02, the Tribal Council enacted an "Act 

Related to Gaming" on February 14,2002 (the "Gaming Ordinance"), which was approved by 

the National Indian Gaming Commission, in accordance with the requirements of the Indian 

Gaming Regulatory Act; and 

WHEREAS, the Gaming Ordinance currently requires licensing of any person who provides an 

extension or guarantee of any financing for the Authority or the Tribe's gaming facilities, other 

than the Tribe or an "Institutional Investor;" and 

WHEREAS, the Gaming Ordinance defines an institutional Investor to include a mutual fund 

that qualifies as a "qualified institutional buyer" as defined in Rule 14414 under the federal 

Securities Act of 1933, as amended (a "QIB"); 

WHEREAS, the Tribal Council believes the present definition of an Institutional Investor that 

includes only QIBs who are mutual funds is unduly restrictive and not suited to the advancement 

of tribal economic development and self-sufficiency; and 
WHEREAS, the Council further believes that persons controlling, controlled by or under 

common control with an Institutional Investor should also be included within the definition of an 

Institutional Investor to facilitate the structuring of financings for the Authority and the Tribe's 

gaming facilities; and 

WHEREAS, the Tribal Council has determined that it will be in the best interests of the Tribe to 

amend the Gaming Ordinance to revise the definition of Institutional Investor as provided herein; 

and 

NOW THEREFORE BE IT RESOLVED by the Tribal Council as follows: 

Section 1. Amendment of Gaming Ordinance. The Tribal Council hereby amends the 

definition of "Institutional Investor" in the Gaming Ordinance to read as follows: 

"Institutional Investor" means an agency of the United States; a lending institution 

licensed and regulated by the State or the United States; a "qualified institutional buyer," 

as defined in Rule 144A of the Federal Securities Act; an insurance company as defined 

in Section 2 (a) (1 7) of the Investment Company Act of 1940, as amended; and 

investment company registered under Section 8 of the Investment Company Act of 1940, 

as amended; an investment adviser registered under Section 203 of the Investment 

Advisers Act of 1940, as amended; a finance company with net assets in excess of 

$250,000,000.00, which regularly provides companies with asset-based equipment 

leasing or financing; or a Gaming company duly licensed in such jurisdictions as the 

Gaming Commission deems acceptable; and any Affiliate of the foregoing. The term 

"Affiliate" means, with respect to any specified person, a second person (other than a 

natural person), that directly, or indirectly though one or more intermediaries, controls or 

is controlled by, or is under common control with, the person specified." 

Section 2. Finding. The 'Tribai Council finds and determines that the foregoing amendment 

(the "Amendment") wiIl not affect the Gaming Ordinance's purpose of protecting against the 

infiltration of organized crime, and will continue to promote the fair, legal and legitimate 

operation of gaming within the Tribe's jurisdiction. 

Section 3. Relation to Compact. The Tribal Council finds and determines that the 

Amendment will not violate and provisions of the Tribal-State Gaming Compact entered into 

between the Tribe and the State of Washington, and that all provisions of the Tribal-State 

Compact remain in full force and affect without modification by the Amendment. 

Section 4. Submission to NIGC. The Tribal Council hereby authorizes and directs the Tribal 

Administrator to cause a certified copy of this Resolution and a certified copy of the Gaming 

Ordinance, as hereby amended, to be promptly submitted to the National Indian Gaming 

Commission for approval, and to do all other things reasonably necessary to achieve approval 

therefrom. 

Section 4. Effectiveness. This Resolution shall become effective as of the date and time of 

-2- 
its passage and approval by the Tribal Council. 

CERTIFICATION 

Voted on this 8th day of Janualy, 2007, with a quorum present and voting 

For 2, Against a, Abstaining 0 . 

Tribal Chairman 

(/!A; ,,Lf ( /L&, Tri 'a1 Council Secreiary