. . 

September 20, 2012 

Via U.S. Mail and Facsimile 

James EdwardS~ Chairman 

Ben-y Creek Rancheria of Maidu Indians of California 

5TymeWay 

Oroville, CA 95966 

Fax: (530) 534-1151 

Re: Review ofloan documents for the Berry Creek Rancheria of Maidu Indians of 

California 

Dear Chairman Edwards: 

This letter responds to the request on behalf of the Berry Creek Rancheria of 

Maidu Indians of California (Tribe) for the National Indian Gaming Commission's Office 

of General Counsel to review the fu'St amendment to the Tribe• s second amended loan 

agreement dated September 17, 2010, with Bank of America. Specifically, you have 

asked for an opinion whether the second amended loan agreement, as amended by the 

first amendment, constitutes a management contract requiring the NIGC Chairwoman's 

approval under the Indian Gaming Regulatory Act. You also asked for an opinion 

whether the second amended loan agreement, as amended by the first amendment, 

violates IGRA's requirement that a Tribe have the sole proprietary interest in its gaming 

operation. 

In my review, I considered the following submissions: 

• First amendment to second amended and restated business loan agreement 

marked at top 1ight as "SMRH DRAFT 9/17 /12" and at bottom left as 

"SMRH:200509460. 7" (First Amendment); 

• Second amended and restated business loan agreement conformed to 

include changes in first amendment to second amended and restated 

business loan agreement dated as of September__, 2012, marked at 

bottom left as "SMRH:200513745.3 .. (Conformed Second Amended Loan 

Agreement). 

The second amended loan agreement~ as amended by the First Amendment and 

collectively represented in the Confonned Second Amended Loan Agreement, contains 

tenns similar to other agreements the Office of General Counsel has already reviewed 

and analyzed. See www .nigc.gov/Reading_ Room/l\IIanagement_ Review_ Letters.aspx. 

NArlOMAL HEADQUARTERS 1441 L St. NW. Suite 9'100, Washington, DC 20005 Tel: 202.632.7003 fax: 202.632.7066 www.NIGC.GOV 

rtECilONAL OFFICES Portland, OK; Sacramento. CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK 
Chainnan Edwards 

Re: Review of Loan documents for the Berry Creek Rancheria of Maidu Indians of 

California 

September 20, 2012 

Page2 of2 

Applyi11g the same analysis here, it is my opinion that the second amended loan 

agreement, as amended by the First Amendment and collectively represented in the 

Conformed Second Amended Loan Agreement, does not constitute a management 

contract and does not require the approval of the Chairwoman. It is also my opinion that 

it does not violate IGRA's sole proprietary interest requirement. 

It is my tmderstanding that First Amendment and Conformed Second Amended 

Loan Agreement 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 second amended loan agreement, as amended by the First 

Amendment and collectively represented in the Conformed Second Amended Loan 

Agreement, as listed above. This opinion does not include or extend to any other 

agreements or docwnents not submitted for review. 

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

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). 

I am also sending a copy of the First Amendment and Conformed Second 

Amended Loan Agreement to the Department of the Interior Office of fudian Gaming for 

review under 25 U.S.C. § 81. If you have any questions, please contact NIGC Senior 

Attorney Melissa Schlichting at (202) 632-7003. 

Eric Shepard 

Associate General Counsel 

cc: Paula Hart, Director 

Office of Indian Gaming 

(via US Mail w/ incoming) 

Patrick Marshall, Esq. 

Fredericks Peebles & Morgan LLP 

(via e-mail: pmarshall@ndnlaw.com)