November 22, 2013 

By U.S. mail and enlllil 

Andrew Freeman, Chairman 

Paskenta Band of N omlaki Indians 

1012 South Street 

Orlando, CA 95963 

Re: Review of financing documents for the Paskenta Band of Nomlaki 

Indians 

Dear Chairman Freeman: 

This letter responds to your October 16, 2013 request on behalf of the 

Paskenta Band of Nomlaki Indians (Band ) for the National Indian Gaming 

Commission's Office of General Counsel to review the Financing Documen ts with 

Wells Fargo Bank, N.A. Specifically, you have asked for my opinion whether the 

documents are management contracts requiring the NIGC Chair's approval under 

the Indian Gaming Regulatory Act. You also asked for my opinion whether the 

financing documents violate IGRA's requirement that the Band have the sole 

proprietary interest in its gaming activity. 

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

Refinancing Documents") a.11 of which are unexecuted, but were represented to be in 

substantially final form: 

1) Amended and Restated Loan Agreement between the Tribe and Wells Fargo 

Bank, N .A. (Faegre Baker Daniels Draft: 10/16/13; document identification 

number: dms. us.52756598.05); 

2) Promissory Note from the Tribe in favor of Wells Fargo Bank, N.A. (Faegre 

Baker Daniels Draft 10/ 16/ 13); 

3) Amended and l~ stated Security Agreement from the Tribe in favor of Wells 

Fargo Bank, N .A. as administrati vc agent (Faegre Baker Daniels Draft: 

10/16/13; document identification number: dms.us. 52756619.04); 

NATIONAL HEADQl.IAKTERS 144·1 L St NW, Suite 9100, W<1shingto11. DC 20005 ICI: 202 632 7003 Fax 202.632 7066 www.N1Gc.cov 

REGI ON AL OFFI CES Portland. OR: Sauamento. C:A: Phoenix, AZ; St Paul. MN; Tuba. OK 
4) Account Control Agreement among Tribe, ·wells Fargo Bank, N.A., and U.S. 

Bank, N.A. (executed May 1, 2009); and 

5) Account Control Agreement among Tribe, Wells Fargo Bank, N.A., and 

Cornerstone Community Bank (executed May 1, 2009); 

The Refinancing Documents submitted by the Band 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 that the Financing Documents are not 

management contracts and do not require the approval of the NIGC Chair. It is also 

my opinion that they do not violate IGRA's sole proprietary interest requirement. 

It is my understanding that the drafts are represented to be in substantially 

final form, and if the Refinancing Documents change in any material way prior to 

closing or ar~ inconsistent with assumptions made herein, this opinion hall not 

apply. Further, this opinion is limited to the Refinancing Documents listed above. 

This opinion does not include or extend to any other agreements not submitted for 

review. 

I anticipate that this letter will be the subject of Freedom of Information Act 

(FOIA) requests. Since we believe tha t some of the information in this letter may foll 

within FOIA exemption 4 (25 US.C. § 552(b)(4)), which applies to commercial or 

financial information that is privileged or confidential, the release of which could 

cause substantial harm, I ask that you provide me w ith your views regarding release 

within ten days. 

If you have any questions, please contact NIGC Staff Attorney Jennifer Ward 

at (202) 632-7003. 

Sincerely, 

Eric Shepard 

Acting General Counsel 

Cc: Bradley Bledsoe Downes, Esq. 

Kent Richey, Esq.