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December 3, 2015

By U.S. mail and email

Nicholas Fonseca, Chairman
Shingle Springs Rancheria
P.O. Box 1340

Shingle Springs, CA 95682

Re: Review of financing documents for the Shingle Springs Tribal Gaming Authority

Dear Chairman Fonseca:

This letter responds to a November 3, 2015! request on behalf of the Shingle Springs
Band of Miwok Indians for the National Indian Gaming Commission’s Office of General
Counsel to review financing agreements between the Tribe and Wells Fargo Bank, NA.
Specifically, I have been asked for my opinion whether the documents are management contracts
requiring the NIGC Chair’s approval under the Indian Gaming Regulatory Act. I have also been
asked for my opinion whether the financing documents violate IGRA’s requirement that the

Tribe have the sole proprietary interest in its gaming activity.

In my review, I considered the following submissions (collectively, “the Financing
Documents”) all of which are unexecuted, but were represented to be in substantially final form:

e Credit Agreement between the Tribe, SSTGA, Wells Fargo Bank, National Association
as Administrative Agent and L/C Issuer, and Wells Fargo Securities, LLC as Lead
Arranger and Book Manager, marked at the top right as “L&W Draft 11/19/2015,” and
on the bottom left as "SD\1633504.12”;

e Security Agreement between the Tribe, SSTGA, and Wells Fargo Bank, National
Association as Administrative Agent, marked at the bottom left as “SD\1633958.7”;

e Depository Agreement Control Agreement between the SSTGA and Wells Fargo Bank,
National Association, marked at the bottom left as “SD\1633767.6”;

¢ Securities Account Control—Consent Agreement between the SSTGA, Wells Fargo
Bank, National Association as Secured Party, and Wells Fargo Securities, LLC as
Intermediary, marked at bottom left as “SD\1633958.6”

' Supplemented with revised documents on November 20, 2015.

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Stree! NW, Mail Stop # 1621 Washington, DC 20240 Tel: 202.632.7003 Fax: 202.632.7066

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa OK; Oklahoma City, OK
WWW.NIGC.GOV


Shingle Springs Band of Miwok Indians
Financing Document Review
Page 2 of 2

e Form of Term Note as Exhibit B to the Credit Agreement, marked on the bottom left as
“SD\1633629.2”;

e Form of Revolving Credit Note as Exhibit C to the Credit Agreement, marked on the
bottom left as “SD\1633630.2”; and

e General Contractor/Subcontractor Minimum Insurance Requirements as Exhibit L(1) to
the Credit Agreement, marked on the bottom left as “SD\1646560.4.”

The Financing Documents submitted by the Tribe contain terms similar to other
agreements the Office of General Counsel has already reviewed and analyzed. See generally
www.nige.gov. 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 Financing Documents 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
Financing Documents listed above. This opinion does not include or extend to any other
agreements not submitted for review.

J anticipate 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 the Freedom of Information Act 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 Jennifer Lawson at (202)
632-7003.

Sincerely,

Meche ea > —

Michael Hoenig
General Counsel

ce: Sara Dutschke Setshwaelo, sara.setshwaelo@dentons.com
Alan Fedman, alan.fedman@dentons.com