John Maier, Esq, 

Maier Pfeffer Kim & Geary, LLP 

1440 Broadway, Suite 812 

Oakland, CA 94612 

oNAL 'tvo "\ / <tr -Y,z, 

March 16, 2015 

Re: Review of loan documents for the North Fork Rancheria of Mono Indians 

Dear Mr. Maier: 

This letter responds to your request of September 19, 2014 on behalf of the North 

Fork Rancheria of Mono Indians (Tribe) for the National Indian Gaming Commission's 

Office of General Counsel to review a development agreement and related documents 

between the Tribe and SC Madera Development (Developer). Specifically, you have 

asked for my opinion whether the agreements constitute a management contract requiring 

the NIGC Chair's approval under the Indian Gaming Regulatory Act and whether the 

agreement violates IGRA's requirement that a Tribe have the sole proprietary interest in 

its gaming operation. 

In my review, 1 considered the following submissions (collectively, "the 

Agreements") some of which are unexecuted, but were represented to be in substantially 

finaJ form: 

• Second Amended and Restated Development Agreement (Development 

Agreement), dated August 11 , 2014, with exhibits. 

o Exhibit A - Map of Gaming Enterprise Site 

o Exhibit B -Resolution of Waiver of Sovereign Immunity 

o Exhibit C - Second Amended and Restated Intern Promissory Note 

o Exhibit D - Blocked Accowit Agreement 

o Exhibit E - Security Agreement 

o Exhibit F -Legal Proceedings against the Tribe 

• First Amendment to the Second Amendment and Restated Development 

Agreement, unexecuted, submitted on January 6, 2015. 

The Agreements contains terms similar to other agreements the Office of General 

Cowisel has already reviewed and analyzed. See 

www.nigc.gov/Reading_ Room/Management_Review _ Letters.aspx. Applying the same 

analysis here, it is my opinion that the Agreements are not management contracts and do 

not require the approval of the Chair. It is also my opinion that it does not violate IGRA's 

sole proprietary interest requirement. 

NEW MAILING ADDRESS: NIGC/DEPARTMENT OF THE INTERIOR 1849 C Srreer NW, Mnil Slo p It 162 1 WoshlnLJl<>n, ()C 'l0?40 Toi: '.W:?. 632 7003 Fox 202 632,7066 

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WWW.NIGC..GOV 
John Maier, Esq. 

Re: Review of loan documents for the North Fork Rancheria of Mono Indians 

March 16, 2015 

Page2 of2 

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

final forril with respect to terms affecting this opinion. If the Agreements change in any 

material way prior to closing, this opinion shall not apply. Further, this opinion is limited 

to the Agreements listed above and does not include or extend to any other agreements or 

documents not submitted for review. 

I anticipate that this letter will be posted to the NIGC's website. Prior to posting, 

the 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 Staff Attorney Esther Dittler at 

(202) 420-9229. 

£7JJ. 

Eric N. Shepard 

General Counsel (Acting)