Via email and U.S. Mail 

Mr. John Maier 

Maier Pfeffer Kim Geary & Cohen LLP 

1440 Broadway, Suite 812 

Oakland, CA 94612-1520 

Re: Review of financing documents for the Federated Indians of Graton 

Rancheria 

Dear Mr. Maier: 

This letter responds to the Federated Indians of Graton Rancheria's ("Tribe") request for 

the National Indian Gaming Commission's Office of General Counsel to review several 

agreements pertaining to a Proposed Credit Facility for the Graton Resort & Casino. The Tribe 

requested an opinion as to whether these agreements are management contracts requiring the 

NIGC Chair's approval under the Indian Gaming Regulatory Act (IGRA). 1 The Tribe also 

requested an opinion on whether the agreements violate IGRA's requirement that a tribe have the 

sole proprietary interest in its gaming operation. 2 

In my review, I considered the following submissions (collectively, "the Financing 

Documents") all unexecuted, but represented to be in substantially final form: 

• Revolving Credit and Term Loan Agreement, NIGC Submission Draft dated 12/17/14 

• Appendix A to Revolving Credit and Term Loan, Principal Offices, NIGC Submission 

Draft dated 12/8/14 

• Exhibit A-1 to Revolving Credit and Term Loan, Form of Term A Note, NIGC Submission 

Draft dated 12/8/ 14 

• Exhibit A-2 to Revolving Credit and Term Loan, Form of Revolving Note, NlGC 

Submission Draft dated 12/8/14 

• Exhibit B-1 to Revolving Credit and Term Loan, Form of Funding Notice, NIGC 

Submission Draft dated 12/8/14 

• Exhibit B-2 _to Revolving Credit and Term Loan, Form of Conversion/Continuation Notice, 

NIGC Submission Draft dated 12/8/14 

• Exhibit B-3 to Revolving Credit and Term Loan, Form of Notice of Account Designation, 

NIGC Submission Draft dated 12/8/14 

1 25 U.S.C. §§ 27 1 l(a) and 2710(d)(9). 2 25 U.S.C. § 2710(b)(2)(A). 

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Strf!t!I NW, MCJil Stop II 1621 Woihiogton, DC 7.0240 Tel: 202 632 7003 Fox: 202 632.7066 

REGIONAl OfFICIS Po1tk1 nd, O~; Socramenfo, CA; Phoenix, AZ; St Poul, MN; fulm OK; Oklahoma City, OK 

WWW.NIGC.GOV 
Mr. John Maier 

Re: Review of financing documents for the Federated Indians of Graton Rancheria 

December 19, 2014 

Page 2 of3 

• Exhibit C to Revolving Credit and Term Loan, Form of Guaranty, NIGC Submission Draft 

dated 11/15/14 

• Exhibit D to Revolving Credit and Term Loan, Form of Solvency Certificate, NIGC 

Submission Draft dated 12/8/14 

• Exhibit E to Revolving Credit and Tenn Loan, Form of Compliance Certificate, NIGC 

Submission Draft dated 12/4/14 

• Exhibit F to Revolving Credit and Term Loan, Form of Assigrunent and Acceptance, NIGC 

Submission Draft dated 11115/14 

• Exhibit G to Revolving Credit and Tenn Loan, Form of Lender Addendum, NIGC 

Submission Draft dated 12/8/14 

• Exhibit H to Revolving Credit and Term Loan, Form of Non-Bank Certificate, NIGC 

Submission Draft dated 12/8/14 

• Exhibit I to Revolving Credit and Term Loan, Form of Closing Certificate, NIGC 

Submission Draft dated 11117/14 

• Exhibit J to Revolving Credit and Term Loan, Insurance Requirements, NIGC Submission 

Draft dated 11/20/14 

• Exhibit K to Revolving Credit and Term Loan, Form of lntercompany Subordinated 

Demand Promissory Note, NIGC Submission Draft dated 11/15/14 

• Exhibit L to Revolving Credit and Term Loan, Form of Subordination Agreement, NIGC 

Submission Draft dated 11117/14 

• Exhibit M to Revolving Credit and Tenn Loan, Form of Administrative Questionnaire, 

NIGC Submission Draft dated 11/18/14 

• Exhibit N to Revolving Credit and Tenn Loan, Form of Joinder Agreement, NIGC 

Submission Draft dated 11/18/14 

• Exhibit 0 to Revolving Credit and Te1m Loan, Form of Acknowledgment Agreement, 

NIGC Submission Draft dated 11/18114 

• Exhibit P to Revolving Credit and Term Loan, Form oflntercreditor Provisions, NIGC 

Submission Draft dated 11/18/14 

• Collateral Agency Assignment and Amendment Agreement, NIGC Submission Draft dated 

11/21/14 

• Annex A to Collateral Agency Assignment and Amendment Agreement, Amendments to 

Security Agreement~ NIGC Submission Draft received on 12/8/14 

• Annex B to Collateral Agency Assignment and Amendment Agreement, Amendments to 

Intellectual Property Security Agreement, NIGC Submission Draft received on 11/23/14 

• Annex C to Collateral Agency Assigrunent and Amendment Agreement, Amendments to 

Consent Agreement, NIGC Submission Draft dated 12/12/14 

• Annex D to Collateral Agency Assignment and Amendment Agreement, Amendments to 

Subordination Agreement, NIGC Submission Draft received on 11123/14 

• First Amendment to Collateral Account Notification and Acknowledgment, NIGC 

Submission Draft dated 11/15/14 

• Exhibit A to First Amendment to Collateral Notification and Acknowledgment, NIGC 

Submission Draft received on 11123/14 
. 

Mr. John Maier 

Re: Review of financing documents for the Federated Indians of Graton Rancheria 

December 19, 2014 

Page 3 of3 

• Second Amendment to Deposit Account Control Agreement, NIGC Submission Draft dated 

11/20/14 

• Exhibit A to Second Amendment to Deposit Account Control Agreement, NIGC 

Submission Draft received on 11/23114 

• Joinder Agreement, NIGC Submission Draft dated 12/4114 

The Financing Documents contain te1ms similar to other agreements the Office of. 

General Counsel has already reviewed and analyzed.3 Applying the same analysis here, it is my 

opinion that the Financing Documents are not management contracts and do not require the 

approval of the Chair. It is also my opinion that they do not violate IGRA's sole proprietary 

interest requirement. 

I understand that the Financing Documents are in substantially final form with respect to 

terms affecting this opinion. If such terms change in any material way or are inconsistent with 

assumptions made herein, this opinion shall not apply. Further, this opinion is limited to the 

Financing Documents listed above. This opinion does not include or extend to any other 

agreements. 

I anticipate this letter will be posted to the NIGC's website. Prior to posting, NlGC FOIA 

Office 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). 

If you have any questions, please contact NIGC Staff Attorney Andrew Mendoza at (202) 

632-7003. 

Eric Shepard 

Acting General Counsel 

cc: Greg Sarris, Tribal Chairman 

3 See www.nigc.gov/Reading_ Room/Management_ Review_ Letters.aspx,