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September 30, 2019
Via U.S. Mail

Francis Steele, Chairman

Berry Creek Rancheria of Maidu Indians of California
5 Tyme Way

Oroville, CA 95966

Re: Review of Third Amendment to Second Amended
and Restated Business Loan Agreement

Dear Chairman Edwards:

This letter responds to the August 30, 2019, request on behalf of the Berry Creek
Rancheria of Maidu Indians of California for the National Indian Gaming Commission’s Office
of General Counsel to review the Third Amendment to Second Amended and Restated Business
Loan Agreement (Third Amendment). Specifically, you have asked for my opinion whether the
Third Amendment is a management contract requiring the NIGC Chair’s approval under the
Indian Gaming Regulatory Act. You also asked for an opinion 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 document submitted on behalf of the Tribe
which was unexecuted but represented to be in substantially final form:

e Third Amendment to Second Amended and Restated Business Loan
Agreement, marked as: “SMRH DRAFT 4844-7984-1439.5”

Confining my review to the four corners of the document, it is my opinion that the Third
Amendment is not a management contract and does not require the approval of the NIGC
Chairman. It is also my opinion that it does not violate IGRA’s sole proprietary interest
requirement.

Please note that it is my intent that this letter be released to the public through the
NIGC’s website. If you have any objection to this disclosure, please provide a written statement
explaining the grounds for the objection and highlighting the information that you believe should
be withheld. See 25 C.F.R. § 517.7(c). If you object on the grounds that the information qualifies
as confidential commercial information subject to withholding under Exemption Four of the
Freedom of Information Act (FOIA), 5 U.S.C. § 552(b)(4), please be advised that any
withholding should be analyzed under the standard set forth in Food Marketing Institute v. Argus
Leader Media, No. 18-481, 2019 WL 2570624, at *7 (U.S., June 24, 2019). Any claim of

#1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Street NW, Mai
to, CA; Phi

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AZ; St. Paul, MN; Tulsa, OK; Oklahoma City, OK

REGIONAL OFFICES Portland, OR; Sacrame

WWW.NIGC.GOV


Chairman James Edwards

Re: Review of Third Amendment to Second Amended and Restated Business Loan Agreement
on behalf of the Berry Creek Rancheria

September 30, 2019

Page 2 of 2

confidentiality should also be supported with “a statement or certification by an officer or
authorized representative of the submitter.” See 25 C.F.R. § 517.7(d). Please submit any written
objection to FO[ASubmitterReply@nige.gov within thirty (30) days of the date of this letter.
After this time elapses, the letter will be made public and objections will no longer be
considered. Jd.

If you have any questions, please contact NIGC Staff Attorney Heather McMillan Nakai
at (202) 527-5577.

Sincerely,

ead tr —

Michael Hoenig
General Counsel

cc: Cheryl Williams (caw@williamscochrane.com)
Christine Swanick (cswanick@sheppardmullin.com)