June 17, 2014 

Via U.S. Mail 

Via Email 

Mr. Dale Miller 

Tribal Council Chairman 

Elk Valley Rancheria, California 

2332 Howland Hill Road 

Cresent City, CA 95531 

Re: Review of financing agreements on behalf of the Elk Valley Rancheria of 

California 

Dear Chairman Miller: 

This letter responds to the request on behalf of the Elk Valley Rancheria of 

California ("the Tribe") for the National Indian Gaming Conunission's (NIGC) Office of 

General Counsel to review several loan documents. Specifically, you asked for an 

opinion whether these agreements are management contracts requiring the NIGC Chair's 

approval under the Indian Gaming Regulatory Act (IGRA). You also asked for an 

opinion whether the agreements violate IGRA's requirement that a tribe have the sole 

proprietary interest in its gaming operation. 

Cn my review, I considered the following documents (collectively "the Financing 

Agreements") submitted via mail and as attachments to e~mails sent on behalf of the 

Tribe: 

• Loan Agreement, marked as 4826-0173-9033\4, 

• Term Note, marked as 4833-1766-5562False1False, 

• Security Agreement, marked as 4836-8603-1385\5, 

• Environmental and ADA Indemnification Agreement, marked as 4816-

3 725-1097\4, and 

• Deed of Trust. 

The Financing Agreements contain terms similar to other agreements the Office 

of General Counsel has already reviewed and analyzed. See 

www.nigc.gov/Reading_ Room/Managernent_ Review_ Letters. aspx. Applying the same 

analysis here, it is my opinion that collectively the Financing Agreements 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. 

NATIONAL HEADQUARTERS 1441 l St. NW. Suite 9100, Washington. DC 20005 Tel: 202.632.7003 Fax 202.632.7066 www.N1cc.Gov 

RECIONAL OFFICES Portland. OR; Sacramento, CA; Phoenix, AZ; St. Paul. MN: Tulsa, OK 
Principal Chief Hicks 

Re; Review of financing agreements on behalf of the Eastern Band of Cherokee Indians 

June 17, 2014 

Page 2 of2 

It is my understanding that the Financing Agreements are represented to be in 

substantially final foim with respect to terms affecting this opinion, and if such terms 

change in any material way prior to closing or are inconsistent with asswnptions made 

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

Agreements 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 

infonnation 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). 

If you have any questions, please contact NIGC Staff Attorney Mary ModrichAlvarado at (202) 418-9 8 l 5. 

CL 

Eric Shepard 

Acting General Counsel 

cc: Bradley G. Bledsoe Downes 

Elk Valley.Rancheria, California 

(via e-mail: bdownes@elk-valley.com) 

Michael K. Pignato 

Dorsey & Whitney, LLP 

(via email: pignato.michael@dorsey.com)