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August 6, 2013
Via U.S. Mail

Nicholas Fonseca, Chairman

Shingle Springs Band of Miwok Indians
P.O. Box 1660 ,

El Dorado, CA 95623-1660

Re: Review of financing agreements on behalf of the Shingle Springs Band of Miwok
Indians

Dear Chairman Fonseca:

This letter responds to the request on behalf of the Shingle Springs Band of
Miwok Indians (“the Tribe”) and the Shingle Springs Tribal Gaming Authority (“the
SSTGA”) for the National Indian Gaming Commission’s Office of General Counsel to
review several agreements related to the restructuring and refinancing of existing debt.
Specifically, you have asked for an opinion whether these agreements are management
contracts requiring the NIGC Chairwoman’s approval under the Indian Gaming
Regulatory Act. You also asked for an opinion whether the agreement violates [GRA’s
requirement that a Tribe have the sole proprietary interest in its gaming operation.

In my review, I considered the following documents (collectively “the Financing
Agreements”) submitted as attachments to e-mails sent by Alan Fedman and Steve
McSloy on behalf of the Tribe:

° Credit agreement between the Tribe and the SSTGA, and Bank of
America, N.A. as Administrative Agent marked at top right as “L&W
DRAFT DATED 8/6/13”, and on bottom left as “SD\1332449.21";

° Form of term note, attached as Exhibit B to Credit Agreement marked at
bottom left as “SD\1333625.3”;
° Form of revolving credit note, attached as Exhibit C to Credit Agreement

marked at bottom left as “SD\1333701.3”;

° Security agreement between the Tribe and the SSTGA, and Bank of
America, N.A. as Administrative Agent marked on top right as “L&W
DRAFT DATED 8/6/13”, and at bottom left as “SD\1333767.8";

° Deposit account control agreement between the SSTGA , Bank of
America, N.A., and Wells Fargo Bank, National Association, marked at
bottom left as “(Revised 03-15-10) PGDOCS\6301239.3”;

NATIONAL HEADQUARTERS 1441 L St NW, Suite 9100, Washington, DC 20005 Tel: 202.632.7003 Fax: 202.632.7066 www.NiGc.cov

REGIONAL OFFICES Portland, OR; Sacramento, CA; Phoenix, AZ; St. Paul, MN; Tulsa, OK


Chairman Fonseca
Re: Review of financing agreements on behalf of the Shingle Springs Band of Miwok

Indians
August 6, 2013
Page 2 of 3

° Indenture marked at top right as “L&W DRAFT 8/6/2013” and at bottom
left as “SD/1335968.10";
Form of note attached as Exhibit Al to Indenture;
Form of regulation S temporary global note attached as Exhibit A2 to the
Indenture;
Form of certificate of transfer attached as Exhibit B to Indenture;
Form of certificate of exchange attached as Exhibit C to Indenture;
Form of certificate from acquiring institutional accredited investor
attached as Exhibit D to Indenture;
Form of notation of guarantee attached as Exhibit E to Indenture; and,
Purchase agreement in the amount of PRE varkea at top right as
“L&W DRAFT 8/6/2013” and at bottom center as “SD\1332535.17”.

The Financing Agreements contain terms similar to other agreements the Office
of General Counsel has already reviewed and analyzed. See
www.nige.gov/Reading Room/Management_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 Chairwoman. It is also my
opinion that they do not violate IGRA’s sole proprietary interest requirement.

It is my understanding that the Financing Agreements 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 Financing
Agreements listed above. This opinion does not include or extend to any other
agreements or documents not submitted for review.

| 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).

If you have any questions, please contact NIGC Senior Attorney Melissa

Schlichting at (202) 632-7003.

Sincerely,

_

Eric Shepard
Acting General Counsel


Chairman Fonseca

Re: Review of financing agreements on behalf of the Shingle Springs Band of Miwok
Indians

August 6, 2013

Page 3 of 3

ce: Alan Fedman, Esq.
Dentons US LLP
(via e-mail: alan. fedman@dentons.com)

Jeff Heimann
Tribal Financial Advisors
(via e-mail: jheimann@tribaladvisors.com)