August I, 20 l 3 

Via U.S. iv/ail 

Nicholas Fonseca, C'hainnan 

Shingle Springs Band of Mi wok Indians 

P.O. Box 1660 

El Dorado, CA 95623- 1660 

Re: Review of Deht Termination Agreement. o n hehalf of the Shingle Springs Band of 

Miwok Indians 

Dear Chaimrnn Fonseca: 

This letter ~ponds to the request o n beha!r of the Shingle Sp1i ngs Band of 

Miwok Ind ians ("'the Tribe") and the Shingle Springs Tribal Gaming Authority C'the 

SSTGA'') for the National Indian Gaming Comm ission ·s Office of General Counsel to 

review an agreement. Specifically. you have asked for an opinion whether an agreement 

between the- T rihe and the SSTGA (collective ly ''the Tribal Parties''), and Lakes K.ARShingle Sp1ings, I.LC. a subsidiary of Lakes Entertainment. Inc. (collectively "Lakes"), 

is, upon the occLtrrence of certain conditions precedent, a management contnKt requiring 

the NIGC Chairwoman's approval under the Indian Gamrng Regu h tl)ry Act. You also 

asked for an opinion "v hether the agreement vio lalcs JGRA 's requ ircmc.>m lhat a Tribe 

have the sole proprietary interest in its gaming operation. 

ln my review. I considered the debt termination agreement tlated July 16, 20 13, 

by and between the Tribal Parties and Lakes (collectively "the Parties") and an 

amendment <lated July 26, 2013 (collectively the July 16. 2013 agrcemenl and the July 

26, 2013 amendme nt hcrcinafl:er referred to as " the Amended Agreement"). The 

Amended Agreement is meant co sever the Parties' relationships through the termination 

of all prior understandings. contracts. and agreements, as well as settle o f all claims 

between them. 

The Amended Agreement is a key component of the T ribe's ovt:rall <leht 

restructuring plan and is itsctr a condition precedent to the effectiveness o f the reduced 

revenue sharing provisions contained in the Tribe's newly renegotiated compact with the 

State of California. Due to the contingent nature o f the overall debt restructuring plan, 

certain provisions of the Amended Agreement only become operative upo n the 

occurrence of contl i lions precedent. 

T he Amended Agreement is uniq ue in that it has potentially three distinct 

operative periods from the closing date which is rhc date the Amended Agreement is 

executed by the Parties. to the effective date which is the date upon which all cond itions 

NATIONAL HEADQUARTERS 1441 l St NW, Suite 9100. Wa5hington. DC 20005 Tel. 202.632.7003 Fax: 202.632.7066 www.N1cc.cov 

REGIONAL O~ftCES Portland. OR: Sacramento, CA; Phoenix, AZ; St. Paul, MN: Tulsa, OK 
Chairman Fonseca 

Re: Review of Debt Termination Agreement on behalf of the Shingle Springs Band of· 

Miwok Indians 

August I, 2013 

Page 2 of 2 

precedent have occlmed. or the temtination date which is the date upon which the 

Amended Ae.,•Teemenl tenninates if the effective date does not occur before a spcci fied 

future date. My review, and thus this opinion, was requested to be limik d to tht: 

Amended Agreement as of the effective date -- the date upon which all the conditions 

precedent have occurred (the Effective Date). 

The Amended Agreement. as of the Effective Date contains te1ms similar lo other 

agreements the Office of General Counse l has already reviewed and analyzed. Sec 

www.nigc.gov/Reading_Room/Management_Revicw _Letters.aspx. Applying the same 

analysis here. it is my opinion thal collectively the Amended Agreement as of tht: 

Effective Date is not a management contract and does not require the approval of the 

Chairwoman. lt is also my opinion that it docs not violate IGRA 's sole proprietary 

interest requirement. 

As specified ahove. this opinion is limited to the Amended Agreement as of the 

Effective Date. This opinion does not include or extend to the Amended Agreement as of 

the closing date or tennination dale. nor does it include or extend to any other agrccn11:~nts 

or documents not submitted for review. 

f anticipate 1ha1 this letler will be posted ro the NlGC's website. Prior to posting. 

NJGC will not.ify you and give you an opportunity to identify and request that 

information subject to the exemptions under FOlA he redacted or withheld. A list of the 

FOlA t:xemptions may be found at 25 U.S.C. § 552(b). 

If you have any queslions. please contact NIGC Senior Attorney Melissa 

Schlichting at (202) 632-7003. 

Eric Shepard 

Acting General C'ounsd 

cc: Alan Fcdman, E:sq . 

Dentons US I.LP 

(vi a e-mai I: alan. ICdman(c-1.(ckntons.com) 

Ji::ff J-h.~llllClllll 

Tribal Financial l\dvisors 

(via ~-mai I: jh~irnann(cclribaladvisors min)